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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington D.C. 20549





FORM 10-K







| ̈ | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|- | ------------------------------------------------------------------------------------

For the fiscal year ended December 31, 2008

OR



| ̈ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|- | ----------------------------------------------------------------------------------------

For the transition period from             to

Commission file numbers: 333-119696 and 333-114924





Norcraft Holdings, L.P.

Norcraft
Companies, L.P.

(Exact name of registrants as specified in their certificates of limited partnership)







|                                                               |  |                                     
|-------------------------------------------------------------- |  | ------------------------------------
|Delaware                                                       |  | 75-3132727                          
|Delaware                                                       |  | 36-4231718                          
|(State or Other Jurisdiction of Incorporation or Organization) |  | (I.R.S. Employer Identification No.)

3020 Denmark Avenue, Suite 100

Eagan, MN 55121

(Address of Principal Executive Offices)

(800) 297-0661

(Registrants
Telephone Number, Including Area Code)





Securities registered
pursuant to 12(b) of the Act: None

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





Indicate by check mark if the registrants are well-known seasoned issuers, as defined in Rule 405 of the Securities
Act.    Yes   ̈    No  x.

Indicate by check mark if the registrants are not required to file reports pursuant to Section 13 or Section 15(d) of the Act.    Yes  x    No   ̈



Indicate by check mark whether the registrants (1) have 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, and (2) have been subject to such filing requirements for the past 90 days.    Yes   ̈No  x.

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

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, and smaller
reporting company in Rule 12b-2 of the Exchange Act. (Check one):



|                        |  |   |  |                           |  |  
|----------------------- |  | - |  | ------------------------- |  | -
|Large Accelerated Filer |  |  ̈ |  | Accelerated Filer         |  |  ̈
|                        |  |   | 
|Non-Accelerated Filer   |  | x |  | Smaller Reporting Company |  |  ̈

Indicate by check mark whether the registrants are shell companies (as defined in Rule 12b-2 of
the Exchange Act).    Yes   ̈No  x.

The aggregate market value of voting and non-voting common equity held by non-affiliates in the case of Norcraft Companies, L.P. is $0 and in the case of
Norcraft Holdings, L.P. is approximately $5.6 million.

This Form 10-K is a combined annual report being filed separately by two
registrants: Norcraft Holdings, L.P. and Norcraft Companies, L.P. Unless the context indicates otherwise, any reference in this report to Holdings refers to Norcraft Holdings, L.P. and any reference to Norcraft refers to
Norcraft Companies, L.P., the wholly-owned operating subsidiary of Holdings. The Company, we, us and our refer to Norcraft Holdings, L.P., together with Norcraft Companies, L.P.









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Norcraft Holdings, L.P. Norcraft Companies, L.P.

Table of Contents



|          |  |                                                                                                                     |  |     
|--------- |  | ------------------------------------------------------------------------------------------------------------------- |  | ----
|          |  |                                                                                                                     |  | Page
|PART I.   |  |                                                                                                                     |  |     
|Item 1.   |  | Business                                                                                                            |  | 3   
|Item 1A.  |  | Risk Factors                                                                                                        |  | 7   
|Item 1B.  |  | Unresolved Staff Comments                                                                                           |  | 13  
|Item 2.   |  | Properties                                                                                                          |  | 13  
|Item 3.   |  | Legal Proceedings                                                                                                   |  | 13  
|Item 4.   |  | Submission of Matters to a Vote of Security Holders                                                                 |  | 13  
|          |  |                                                                                                                    
|PART II.  |  |                                                                                                                     |  |     
|Item 5.   |  | Market For Registrants Common Equity and Related Equity Holder Matters and Issuers Purchases of Equity Securities |  | 14  
|Item 6.   |  | Selected Financial Data                                                                                             |  | 14  
|Item 7.   |  | Managements Discussion and Analysis of Financial Condition and Results of Operations                               |  | 15  
|Item 7A.  |  | Quantitative and Qualitative Disclosures About Market Risk                                                          |  | 24  
|Item 8.   |  | Financial Statements and Supplementary Data                                                                         |  | 24  
|Item 9.   |  | Changes in and Disagreements With Accountants on Accounting and Financial Disclosure                                |  | 24  
|Item 9A.  |  | Controls and Procedures                                                                                             |  | 24  
|Item 9B.  |  | Other Information                                                                                                   |  | 25  
|          |  |                                                                                                                    
|PART III. |  |                                                                                                                     |  |     
|Item 10.  |  | Directors, Executive Officers and Corporate Governance                                                              |  | 26  
|Item 11.  |  | Executive Compensation                                                                                              |  | 29  
|Item 12.  |  | Security Ownership of Certain Beneficial Owners and Management and Related Equity Holder Matters                    |  | 37  
|Item 13.  |  | Certain Relationships and Related Transactions and Director Independence                                            |  | 39  
|Item 14.  |  | Principal Accountant Fees and Services                                                                              |  | 40  
|          |  |                                                                                                                    
|PART IV.  |  |                                                                                                                     |  |     
|Item 15.  |  | Exhibits and Financial Statement Schedules                                                                          |  | 41  

This combined Form 10-K is separately filed by Norcraft Holdings, L.P. and Norcraft Companies, L.P. Each
Registrant hereto is filing on its own behalf all of the information contained in this annual report that relates to such Registrant. Each Registrant hereto is not filing any information that does not relate to such Registrant, and therefore makes
no representation as to any such information.



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PART I



|Item 1. | Business
|------- | --------

OUR COMPANY

We are a leader in manufacturing, assembling and finishing kitchen and bathroom cabinetry in the United States. We
provide our customers with a single source for a broad range of high-quality cabinetry, including stock, semi-custom and custom cabinets. Our products are manufactured in both framed and frameless or full access construction. We market our products
through six brands: Mid Continent Cabinetry®, Norcraft Cabinetry®, UltraCraft®, StarMark®, Fieldstone® and Brookwood®. Each of these brands, with the exception of the Norcraft brand, represents a distinct line of cabinetry and has been in operation for over 20 years. Mid Continent, our original brand, was established in 1966. Our
Norcraft brand is an overlap of certain products from our Mid Continent brand and has a limited distribution. We believe each brand is well recognized and highly respected throughout the industry for its attractive style, flexibility, quality and
value.

We believe our product offering, developed through strategic acquisitions and substantial internal enhancements, represents one of the most
comprehensive in the industry, with a broad range of price points, styles, materials and customization levels. In 2000, we acquired UltraCraft, a semi-custom full access cabinet line. In 2002, we acquired StarMark, consisting of the StarMark and
Brookwood brands, which are semi-custom framed cabinet lines, and the Fieldstone brand, a high-end semi-custom and custom framed cabinet line. These acquisitions, combined with our stock and designer-stock framed cabinet lines, Mid Continent
Cabinetry and Norcraft Cabinetry, have formed a well-balanced platform that has generated significant growth. We have also made substantial investments to enhance our existing product lines, introduce new products and expand capacity at our
manufacturing facilities. As a result of our strategy, we currently offer more than 122,000 door and finish combinations for wood, thermofoil, high-pressure laminate and melamine cabinets. With such a broad range of cabinetry products, we are able
to compete in multiple segments of the market.

We primarily sell our products to kitchen and bathroom cabinetry dealers as well as to wholesale retailers,
or wholetailers, and directly to home builders. We have an extensive network of active customers and internal and independent sales representatives. Our products are sold in the repair and remodeling and new home construction markets. We have
national distribution capabilities for all of our brands through six manufacturing facilities, three service and distribution centers, three warehouses and five retail locations strategically located throughout the United States. As a result, our
net sales are balanced throughout the United States.

We have been affected by the significant down-turn in our industry and have experienced a significant
decrease in sales. However, we continue to believe that our broad product line coupled with our new product offerings, new customer additions, primary focus on the dealer channel, delivery of quality customer service and investment in manufacturing
capacity provides a strong platform to weather the down-turn and return to growth in sales and profitability.

This annual report is that of Norcraft
Holdings, L.P. (Holdings) and one of its wholly owned subsidiaries Norcraft Companies, L.P. (Norcraft). Holdings had no activity prior to its acquisition of Norcraft Companies L.L.C. (the predecessor company of Norcraft) on
October 21, 2003 (the Acquisition). Norcraft is a separate public reporting company, and a 100% owned indirect subsidiary of Holdings. Holdings and Norcraft are collectively referred to as the Company, we,
us or our.

The Company has one reportable segment, consisting of its three divisions (Mid Continent, UltraCraft and StarMark) and
one subsidiary (Norcraft Canada Corporation). As they all have similar products, production processes, types of customers, distribution methods and economic characteristics and operate in identical positions with regards to regulatory requirements,
the Company has deemed it appropriate to aggregate them into one reportable segment.

OUR PRODUCTS

We offer a broad product line that encompasses a complete range of price points, styles, materials and customization levels. Our product offering includes stock,
semi-custom and custom cabinets. We offer cabinets in both framed and full access construction and offer more than 122,000 door and finish combinations for wood, thermofoil, high-pressure laminate and melamine cabinets.

Our business is conducted through four business divisions: Mid Continent Cabinetry, UltraCraft Cabinetry, StarMark Cabinetry (which includes the StarMark, Fieldstone and
Brookwood brands) and Norcraft Canada. Within these divisions, we market our products through six brands: Mid Continent, Norcraft, UltraCraft, StarMark, Fieldstone and Brookwood. Mid Continent is our original brand, dating back to 1966. The
UltraCraft brand, acquired by us in 2000, was established in 1986. The StarMark, Fieldstone and Brookwood brands were acquired by us in 2002. The StarMark and Fieldstone brands were established in 1978. The Brookwood brand was established in the mid
1980s to differentiate products sold through large home centers. Today, the Brookwood brand is sold only through a catalog sales organization. Each brand represents a distinct product line with little or no overlap. As a result, we are able to
aggressively market each of our brands to a broad range of customers without significantly competing with our other brands. We believe our attention to brand positioning provides an advantage over some of our larger competitors who offer multiple
brands in the same price point.



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MID CONTINENT CABINETRY

Mid Continent manufactures a broad range of stock framed cabinetry, offering 85 door styles and approximately 720 door and finish combinations. The Mid Continent product offering includes two distinct product lines: Signature Series and Pro
Series, which are differentiated by door style and finish, as well as design options and construction features. Mid Continents products accounted for approximately 57% of our sales during the fiscal year ended December 31, 2008.

Signature Series

Mid Continents Signature
Series, the divisions most popular product line, provides features and customization options comparable to a semi-custom product at price points competitive with stock cabinetry. The Signature Series offers numerous door style selections in
various wood species with multiple door and finish combinations. In addition, the Signature Series offers a wide variety of construction upgrades and design options, such as plywood sides and full-extension, dovetail maple drawers, for added style
and design. We believe that our Signature Series cabinetry appeals to consumers undertaking remodeling projects, who seek superior design flexibility and attractive appearance relative to stock cabinetry and lower cost and shorter lead-times
compared to semi-custom and custom cabinetry. We also believe we appeal to home builders who seek cabinetry that differentiates their homes and gives home buyers the look and feel of custom cabinetry at an affordable price.

Pro Series

Mid Continents Pro Series is designed for the
value-conscious customer. The Pro Series is manufactured in high quantities and a limited range of finishes with few modification options. We believe that our Pro Series cabinetry primarily appeals to builders who are seeking products for single
family and multi-unit dwellings.

ULTRACRAFT CABINETRY

UltraCraft manufactures a full range of stock and semi-custom wall, base, tall, vanity and specialty cabinets. UltraCraft offers 88 door styles and over 9,700 door and finish combinations.

UltraCraft cabinets are full access, offering true full-overlay doors with concealed hinges and functional hardware. Full access cabinets provide flush,
furniture-style, finished ends and provide greater storage space than traditional framed cabinets. The UltraCraft product offering is comprised of three distinct product lines: Destiny, Vision and Entrée, each of which are differentiated by
features, finish, color, style selection, design options and price. UltraCrafts products accounted for approximately 13% of our sales during the fiscal year ended December 31, 2008.

Destiny Line

UltraCrafts Destiny line is our high-end
semi-custom full access product offering with extensive customization options. Destiny cabinets include thousands of door and finish combinations constructed of wood, thermofoil, acrilux, metal and melamine. Over the years, we have continued to
significantly expand Destinys product offering, adding new wood species, door styles and finishes. Destiny line products are targeted at affluent, established customers who desire upscale, smartly designed, fully-featured cabinets.

Vision Line

Ultracrafts Vision line includes
nine door styles and fifteen Italian Eurotek veneer finish combinations, a unique technology of an Italian manufacturer. The Vision manufacturing process utilizes this state of the art technology to create a high-end semi-custom style
and look at a mid-range price. As a result, we believe our Vision line products are well positioned to target younger, more fashion-oriented consumers.

Entrée Line

UltraCrafts Entrée line is value priced full
access cabinetry manufactured in high quantities and in a limited range of sizes and styles, with few modification options. Entrée cabinets are manufactured using 5/8inch melamine board with full edgebanding, and as such are a higher-quality product than most entry level cabinets. Entrée cabinets are targeted to be sold primarily to builders for use in
new construction projects.

STARMARK CABINETRY

The StarMark, Fieldstone and Brookwood brands collectively comprise our StarMark Cabinetry division, offering 357 door styles and more than 112,000 door and finish combinations. This division provides high quality, attractively designed
semi-custom cabinets incorporating many features of custom cabinetry at a lower price. StarMark Cabinetry collectively accounted for approximately 30% of our sales for the fiscal year ended December 31, 2008.



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StarMark

StarMark is
semi-custom framed kitchen and bath cabinetry targeted at both middle and upper income consumers. Kitchens are personalized for the homeowners lifestyle and designed by trained professionals who are experienced in using the depth of the
StarMark product line to achieve a unique look and value investment for the home.

Fieldstone

Fieldstone is our higher-end, semi-custom framed cabinetry brand. This brand features an exclusive selection of products, finishes and modifications above and beyond what
is available in the StarMark brand. Each kitchen is individually designed and accented by industry experts who use Fieldstone modifications, migration and exclusive finishes to achieve a custom room for their clients without a premium price.
Fieldstones products are targeted at both middle and upper income consumers.

Brookwood

Brookwood cabinets are semi-custom, framed cabinets. Brookwood Cabinets are extensively modified and personalized for each homeowner. Brookwood products are targeted at
both middle and upper income consumers.

Norcraft Canada

Our Canadian division markets through its own Canadian version of the Norcraft brand, offering 19 door styles and 330 door and finish combinations. Cabinet production at this division began near the end of 2007, and product offerings and
marketing efforts are still developing. Norcraft Canadas frameless cabinets, so far, are available in a limited range of finishes with few modification options, appealing to home builders who are seeking products for single family and
multi-unit dwellings.

MANUFACTURING

We operate six
manufacturing facilities strategically located throughout the United States and Canada. Our largest facility, in Newton, Kansas, is vertically integrated, enabling it to fully assemble cabinet doors, as well as perform machining, assembly and
finishing operations for oak and other wood species. Our five remaining plants are primarily machining, assembly and finishing operations. At all of our sites, prior to assembly, rough milled lumber is machined. Panels, shelves, drawers, drawer
fronts, doors, floors and back parts are then assembled. The cabinetry is then finished (sanded, stained, varnished and cured) and then assembled. Hardware is then added, and the final product is inspected, packaged and staged for shipment. Our
products are made to order and not to stock and accordingly, our finished goods inventory levels are low. Following production at one of our facilities, the finished product is shipped to our customers either directly or indirectly or via one of our
three distribution centers.

Newton, Kansas along with Cottonwood, Minnesota and Lynchburg, Virginia are Mid Continent facilities, with Cottonwood and
Lynchburg receiving doors manufactured by Newton and outsourcing their rough mill production of raw materials to third party vendors. Our facility in Winnipeg, Canada was producing wood components which were used by the other Mid Continent
manufacturing plants. During the first quarter of 2008, our Winnipeg facility completed the transition to the production of cabinets for sale into the Canadian market under the Norcraft Canada brand name. Our Liberty, North Carolina facility is an
UltraCraft facility, and our Sioux Falls, South Dakota facility is a StarMark facility, producing StarMark, Fieldstone and Brookwood cabinets. Liberty and Sioux Falls each outsource rough mill production. Liberty outsources door manufacturing in all
wood species to third party vendors while Sioux Falls builds approximately 400 doors per day.

We are currently increasing the level of insourcing of
products currently purchased from third parties. Our StarMark division is insourcing an increasing amount of door production that will result in savings from the amounts formerly paid to third parties for these products.

SALES, MARKETING AND DISTRIBUTION

We sell our products principally
through our network of internal and independent sales representatives and five Kitchen and Bath Ideas retail stores. The majority of our sales are through our sales representatives, who cover all areas of the United States, and with whom we believe
we have established strong relationships by providing superior customer service, timely delivery and quality products at competitive pricing.

Our sales
and marketing strategy is focused on distributing our products primarily to kitchen and bath dealers and wholetailers. According to Wall Street Research, the dealer and wholetailer channels accounted for over 50.0% of U.S. cabinet industry sales in
2007. In certain markets, we also sell our products directly to builders. We have developed strong relationships with our dealers by delivering superior customer service, accurate and timely deliveries, quality products and competitive pricing. We
believe these relationships provide us an advantage as dealers often influence the consumers decision at the point-of-sale, particularly since consumers are generally not familiar with a specific brand or style of cabinetry prior to their
interaction with the dealer.



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We have national distribution capabilities for all of our brands and our net sales are balanced throughout the United
States. In addition, we continually monitor the sales volume and credit worthiness of our dealers to further enhance our network and we aim to maximize the sales potential of our customers by providing frequent dealer training, extensive product
literature and attractive displays.

We also distribute our products through other channels on a limited basis, including national galleries, our Kitchen
and Bath Ideas retail stores, a catalog sales organization and other distributors. Our retail stores, which represented approximately 2.6% of our overall revenues in 2008, sell products from each of our divisions, as well as kitchen appliances,
countertops and other kitchen and bath items.

CUSTOMERS

We primarily sell our products to kitchen and bathroom cabinetry dealers and wholesale retailers, or wholetailers, as well as directly to home builders. We have an extensive network of over 2,400 active customers. Our largest customer in
2008 accounted for approximately 16.6% of our sales, and our largest 10 customers accounted for approximately 33.1% of sales during such time. Our customers sell our products in the repair and remodeling and new home construction markets. Other than
through our retail locations, we do not generally sell our products directly to home owners.

We seek to attract and retain customers by:



| |  |  | delivering our products on time, in the specification and quantity ordered;
| | - |  | ---------------------------------------------------------------------------



| |  |  | producing a quality product offering that is regularly updated with new introductions;
| | - |  | --------------------------------------------------------------------------------------



| |  |  | providing superior customer service and product warranties;
| | - |  | -----------------------------------------------------------



| |  |  | supporting dealer and distributor employees through providing cabinet displays, extensive educational programs and substantial promotional materials; and
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | utilizing a professional, nationwide network of sales representatives who have close relationships with desirable dealers.
| | - |  | --------------------------------------------------------------------------------------------------------------------------

COMPETITION

The cabinet industry is mature, competitive, large and
fragmented, with many cabinet manufacturers competing for approximately $13.5 billion in sales during 2007 (as estimated by Wall Street Research) with only eight competitors having in excess of $200 million in annual sales in 2007. Key competitive
factors in the cabinetry industry include product quality, accurate and timely delivery, value and price.

We have numerous competitors and we expect
competition to increase. Our competitors manufacture stock, semi-custom and custom cabinetry. There are relatively low capital requirements for cabinetry assembly, and therefore it is relatively easy for small competitors to enter the industry. Many
of our competitors compete on a local or regional basis, but others, like us, compete on a national basis as well. Our competitors include large consolidated operations which house their manufacturing facilities in large and efficient plants as well
as relatively small, local cabinetwork manufacturers. Moreover, companies in other building products industries may compete with us.

We believe that we
compete favorably with other manufacturers due to the breadth of our product offerings, production capacity and delivery and service. Many of our competitors are larger than we are and may have access to more resources than we do.

INTELLECTUAL PROPERTY

We rely on a combination of trademarks,
copyrights and trade secret protection, employee and third party non-disclosure agreements and domain name registrations to protect our intellectual property. We sell many of our products under a number of registered trademarks, which we believe are
widely recognized in the cabinetry industry. With respect to proprietary know-how, we rely on trade secret protection and confidentiality agreements. Monitoring the unauthorized use of our intellectual property is difficult, and the steps we have
taken may not prevent unauthorized use of our intellectual property. The disclosure or misappropriation of our intellectual property could harm our ability to protect our rights and our competitive position. To date, we have not relied on patents in
operating our business.



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EMPLOYEES

As of
December 31, 2008, we had 1,864 employees including 1,520 manufacturing employees. Of our total employees, 1,038 were at Mid Continent and corporate, 214 were at UltraCraft, 518 were at StarMark and 94 were at Norcraft Canada. None of our
employees are subject to any collective bargaining agreement.

ENVIRONMENTAL REGULATION

Our operations are subject to extensive federal, state and local environmental laws and regulations relating to, among other things, the generation, storage, handling,
emission, transportation and discharge of regulated materials into the environment. Permits are required for certain of our operations, and these permits are subject to revocation, modification and renewal by issuing authorities. Governmental
authorities have the power to enforce compliance with their regulations, and violations may result in the payment of fines or the entry of injunctions, or both. We may also incur liability for investigation and clean-up of soil or groundwater
contamination on or emanating from current or formerly owned and operated properties, or at offsite locations at which regulated materials are located where we are identified as a responsible party. We do not believe we will be required under
existing environmental laws and enforcement policies to expend amounts that will have a material adverse effect on our results of operations, financial condition or cash flows. The requirements of such laws and enforcement policies, however, have
generally become more stringent over time. Also discovery of currently unknown conditions could require responses that could result in significant costs. Accordingly, we are unable to predict the ultimate cost of compliance with environmental laws
and enforcement policies.



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

Our business, operations and financial condition
are subject to various risks. Some of these risks are described below, and you should take these risks into account in evaluating us or making any investment decision involving us. This section does not describe all risks applicable to us, our
industry or our business, and it is intended only as a summary of the material risk factors.

Our substantial level of indebtedness could adversely
affect our financial condition.

We have a significant amount of indebtedness which could adversely affect our financial condition and business.

At December 31, 2008, we had $266.5 million of indebtedness outstanding, including $148.0
million of 9% senior subordinated notes due 2011 of Norcraft and Norcraft Finance Corp. (a 100% owned finance subsidiary of Norcraft) (the Senior Subordinated Notes), $118.0 million of 9 3/4% senior discount notes due 2012 of Holdings and Norcraft Capital Corp. (a 100% owned finance subsidiary of Holdings) (the Senior Discount Notes) and $0.5
million remaining of unsecured notes issued by Holdings in connection with its repurchase of certain equity interests from a former equity holder. In addition, on such date, we had approximately $5.4 million of outstanding letters of credit.

Our high level of indebtedness could:



| |  |  | make it more difficult for us to satisfy our obligations on the Senior Subordinated Notes or Senior Discount Notes;
| | - |  | -------------------------------------------------------------------------------------------------------------------



| |  |  | reduce the availability of our cash flow for other purposes, such as capital expenditures, acquisitions and working capital;
| | - |  | ----------------------------------------------------------------------------------------------------------------------------



| |  |  | place us at a disadvantage compared to our competitors that have less debt; and
| | - |  | -------------------------------------------------------------------------------



| |  |  | limit our ability to borrow additional funds.
| | - |  | ---------------------------------------------

We
expect to obtain the money to pay our expenses and to pay the interest on the Senior Subordinated Notes, the Senior Discount Notes and other debt from cash flow from our operations. Our ability to meet our expenses thus depends on our future
performance, which will be affected by financial, business, economic and other factors which we will not be able to control. Our cash flow may not be sufficient to allow us to pay principal and interest on our debt (including the notes) and to meet
our other obligations. If we do not have enough money, we may be required to refinance all or part of our existing debt (including the notes), sell assets or borrow more money. We may not be able to do so on terms acceptable to us or at all. In
addition, the terms of existing or future debt agreements, including the indenture governing the Senior Subordinated Notes, and the indenture governing the Senior Discount Notes, may restrict us from adopting any of these alternatives. The failure
to generate sufficient cash flow or to achieve such alternatives could significantly adversely affect the value of the Senior Subordinated Notes or the Senior Discount Notes and our ability to pay principal of and interest on the notes.



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For a more detailed discussion of our debt, please see Part IV, Item 15, Exhibits and Financial Statement
Schedules, Note 6, Long-term debt.

The indentures for the Senior Subordinated Notes and the Senior Discount Notes impose significant
operating and financial restrictions, which may prevent us from capitalizing on business opportunities.

The indentures for the Senior Subordinated
Notes and the Senior Discount Notes impose significant operating and financial restrictions on us. These restrictions will limit our ability and our subsidiaries to, among other things, incur additional indebtedness, make investments, sell assets,
incur certain liens, enter into agreements restricting our subsidiaries ability to pay dividends, or merge or consolidate, and may adversely affect our ability to finance our future operations or capital needs or to pursue available business
opportunities. A breach of any of these restrictions could result in a default under the related indebtedness. If a default occurs, the relevant lenders could elect to declare the indebtedness, together with accrued interest and other fees, to be
immediately due and payable and proceed against any collateral securing that indebtedness.

We will be able to incur more indebtedness and the risks
associated with our substantial leverage, including our ability to service our indebtedness, will increase.

The indentures relating to the Senior
Subordinated Notes and the Senior Discount Notes permit us and/or our subsidiaries, subject to specified conditions, to incur additional indebtedness, including secured indebtedness, under certain circumstances. If we incur additional debt, the
risks associated with our substantial leverage, including risks relating to our ability to service our debt, would increase. If we incur any secured debt in the future, holders of this secured debt will have claims that are prior to your claims as
holders of the notes to the extent of the value of the assets securing that other debt. In the event of a bankruptcy, liquidation or reorganization or similar proceeding relating to us, holders of secured debt will have a prior claim to the assets
that constitute their collateral.

Holdings and Norcraft Capital Corp. are the sole obligors under the Senior Discount Notes. Holdings
subsidiaries, including Norcraft, do not guarantee Holdings obligations under the Senior Discount Notes and do not have any obligation with respect to the Senior Discount Notes; the Senior Discount Notes are effectively subordinated to the
debt and liabilities of Holdings subsidiaries, including Norcraft, and are effectively subordinated to any of our future secured debt to the extent of the value of the assets secured by such debt.

Holdings has no operations of its own and derives all of its revenues and cash flow from its subsidiaries. Holdings subsidiaries are separate and distinct legal
entities and other than Norcraft Capital Corp., have no obligation, contingent or otherwise, to pay amounts due under the exchange notes or to make any funds available to pay those amounts, whether by dividend, distribution, loan or other payments.

The Senior Discount Notes are structurally subordinated to all debt and liabilities, including trade payables, of Holdings subsidiaries, including
Norcraft, and are effectively subordinated to any of Holdings future secured debt to the extent of the value of the assets securing such debt. As of December 31, 2008, the aggregate debt of Holdings subsidiaries (other than Norcraft
Capital Corp., which has no additional debt) was $266.5 million.

Holdings and Norcraft Capital Corp. rely on cash distributions from Norcraft to make
interest payments on the Senior Discount Notes.

Holdings and Norcraft Capital Corp. conduct all of their business operations through Norcraft and its
subsidiaries and currently rely on distributions from Norcraft in order to pay cash interest on the Senior Discount Notes. In March 2009, Norcraft distributed approximately $5.7 million to Holdings to enable it to make cash interest payments on the
Senior Discount Notes. Recently, Norcraft distributed an additional $10.0 million to Holdings to enable it to make future cash interest payments on the Senior Discount Notes. The incurrence of the impairment charge with respect to goodwill and other
intangibles described elsewhere in this annual report will significantly restrict the amount of cash that Norcraft may distribute to Holdings and its equity holders for the foreseeable future as a result of restrictions on such distributions set
forth in the indenture governing the Senior Subordinated Notes. We currently anticipate that such permitted distributions, together with funds from the recent distribution made to Holdings, will be sufficient to allow Holdings to make cash interest
payments on the Senior Discount Notes through the end of 2010. No assurances can be made that such distributions will be available, however, and if Norcraft is not permitted to make additional cash distributions to Holdings, Holdings will be
required to raise additional proceeds through equity or debt financings in order to fund such obligations. Such financing may not be available on terms acceptable to us or at all.

Increases in interest rates and the reduced availability of financing for home improvements may cause our sales and profitability to decrease.

In general, demand for home improvement products may be adversely affected by increases in interest rates and the reduced availability of financing. Also, trends in the financial industry which influence the
requirements used by lenders to evaluate potential buyers can result in reduced availability of financing. If interest rates or lending requirements increase and consequently, the ability of prospective buyers to finance purchases of home
improvement products is adversely affected, our business, financial condition and results of operations may also be adversely impacted and the impact may be material.



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The home improvement and home building industries are undergoing a significant downturn, and the duration and ultimate
severity of these downturns are uncertain. Further downturns in these industries or the economy could negatively affect the demand for and pricing of our products and our operating results.

A significant part of our business is affected by levels of home improvement (including repair and remodeling). The home improvement industry may be significantly
affected by changes in economic and other conditions such as gross domestic product levels, employment levels, demographic trends, availability of financing, interest rates and consumer confidence. A decrease in employment levels, consumer
confidence or the availability of financing could negatively affect the demand for and pricing of our products which would adversely affect our results of operations. During fiscal 2008, the already difficult conditions within the home improvement
industry became progressively more challenging as demand for home improvement continued to decline in most of our markets. The challenges facing the home improvement industry may lead to a decrease in demand for our products.

A significant part of our business is also affected by levels of new home construction, as our products are typically purchased in connection with the construction of a
new home. During fiscal 2008, the home building industry has continued to undergo a significant downturn, marked by declines in the demand for new homes, an oversupply of new and existing homes on the market and a reduction in the availability of
financing for homebuyers. The oversupply of existing homes has been exacerbated by a growing number of home mortgage foreclosures, which is further contributing to downward pressure on home prices. Fewer new home buyers may lead to a decrease in
demand for our products.

We believe that housing market conditions will continue to be challenging and may deteriorate further. We cannot predict the
duration or ultimate severity of these challenging conditions. Continued depressed activity levels in consumer spending for home improvement and new home construction will continue to adversely affect our results of operations and our financial
position. Furthermore, continued economic turmoil may cause unanticipated shifts in consumer preferences and purchasing practices and in the business models and strategies of our customers. Such shifts may alter the nature and prices of products
demanded by the end consumer and our customers and could adversely affect our operating performance.

The reduction in availability of mortgage
financing has adversely affected our business, and the duration and ultimate severity of the effects are uncertain.

During fiscal 2008, the mortgage
lending industry continued to experience significant instability due to, among other things, defaults on subprime loans and a resulting decline in the market value of such loans. In light of these developments, lenders, investors, regulators and
other third parties questioned the adequacy of lending standards and other credit requirements for several loan programs made available to borrowers in recent years. This has led to reduced investor demand for mortgage loans and mortgage-backed
securities, tightened credit requirements, reduced liquidity and increased credit risk premiums. A deterioration in credit quality among subprime and other nonconforming loans has caused almost all lenders to eliminate subprime mortgages and most
other loan products that are not conforming loans, FHA/VA-eligible loans or jumbo loans (which meet conforming underwriting guidelines other than loan size). Fewer loan products and tighter loan qualifications in turn make it more difficult for some
borrowers to finance the purchase of new homes or repair or remodel existing homes. These factors have served to reduce the demand for our products and have adversely affected our operations and financial results, and the duration and severity of
the effects are uncertain.

We believe that the liquidity provided by Fannie Mae and Freddie Mac to the mortgage industry is very important to the housing
market. These entities have recently reported losses as a result of deteriorating housing and credit market conditions. These losses have reduced their equity, which may limit their ability to acquire mortgages. The federal government recently
sought to limit the size of the home-loan portfolios and operations of these government-sponsored enterprises. Any limitations or restrictions on the availability of the financing or on the liquidity provided by them could adversely affect interest
rates, mortgage availability and sales of our products.

Continued volatility and reduction in liquidity in the financial markets have adversely
affected our business, and the duration and ultimate severity of the effects are uncertain.

During fiscal 2008, the credit markets and the financial
services industry have experienced significant disruptions, characterized by the bankruptcy and failure of several financial institutions and severe limitations on credit availability. The disruptions in the financial markets have adversely
affected, and could continue to adversely affect, our operations in a variety of ways. The financial stability of certain of our customers has been negatively impacted, which has resulted in increased bad debt expense for us. A prolonged
continuation of adverse economic conditions would cause additional financial distress for our customers and could compromise the financial condition of our suppliers, which could result in



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non-performance by certain of our suppliers. In addition, our own borrowing costs are increasing and our access to capital markets may be reduced and it may
become more difficult for us to obtain financing to fund operations or to refinance our existing debt obligations. The disruption in the global financial markets has also impacted some of the financial institutions with which we do business.

In addition, our borrowing costs can be affected by short and long-term debt ratings assigned by independent rating agencies which are based, in
significant part, on our performance as measured by credit metrics such as interest coverage and leverage ratios. The Companys bond rating was recently lowered by Moodys Global Credit Research to B2; outlook negative and by
Standard & Poor to B/negative. This decrease and any further decrease in our ratings could increase our cost of borrowing and/or make it more difficult for us to obtain financing in the future.

Increased prices for raw materials or finished goods used in our products could increase our cost of sales and decrease demand for our products, which could adversely
affect our profitability or revenues.

Our profitability is affected by the prices of the raw materials and finished goods used in the manufacturing of
our products. These prices may fluctuate based on a number of factors beyond our control, including, among others, changes in supply and demand, general economic conditions, labor costs, competition, import duties, tariffs, currency exchange rates
and, in some cases, government regulation. Continued increases could adversely affect our profitability or revenues. We have no long-term supply contracts for the raw materials and finished goods used in the manufacturing of our products. This means
that we are subject to changes in the prices charged by our suppliers. Significant increases in the prices of raw materials or finished goods could adversely affect our profit margins, especially if we are not able to recover these costs by
increasing the prices we charge our customers for our products. We enter into pricing agreements with certain customers which fix their pricing for specified periods ranging from one to six months.

Interruptions in deliveries of raw materials or finished goods could adversely affect our profitability or revenues.

Our dependency upon regular deliveries from particular suppliers means that interruptions or stoppages in such deliveries could adversely affect our operations until
arrangements with alternate suppliers could be made. If any of our suppliers were unable to deliver materials to us for an extended period of time, as the result of financial difficulties, catastrophic events affecting their facilities or other
factors beyond our control, or if we were unable to negotiate acceptable terms for the supply of materials with these or alternative suppliers, our business could suffer. We may not be able to find acceptable alternatives, and any such alternatives
could result in increased costs for us. Even if acceptable alternatives are found, the process of locating and securing such alternatives might be disruptive to our business. Extended unavailability of a necessary raw material or finished good could
cause us to cease manufacturing of one or more products for a period of time. In addition, the manufacturing process for UltraCrafts Vision product line includes components which are made by an Italian manufacturer using proprietary
technology. The manufacturers failure to deliver components could cause us to cease manufacturing the Vision line products.

Our international
sourcing subjects us to additional risks and costs, which may differ in each country in which we do business and may cause our profitability to decline.

During the fiscal year ended December 31, 2008, approximately 14.1% of our purchases of raw materials were from vendors outside of the United States. We may decide to increase our international sourcing in the future. Consequently, our
business is subject to the risks generally associated with doing business abroad. We cannot predict the effect of various factors in the countries in which we sell our products or where our suppliers are located, including, among others:
(i) introduction of non-native invasive organisms into new environments, (ii) recessionary trends in international markets; (iii) legal and regulatory changes and the burdens and costs of our compliance with a variety of laws,
including trade restrictions and tariffs; (iv) difficulties in enforcing intellectual property rights; (v) increases in transportation costs or transportation delays; (vi) work stoppages and labor strikes; (vii) fluctuations in
exchange rates (particularly the value of the U.S. dollar relative to other currencies); and (viii) political unrest, terrorism and economic instability. If any of these or other factors were to render the conduct of our business in a
particular country undesirable or impractical, our business and financial condition could be adversely affected.

The loss of or deterioration of
relationships with our sales representatives could adversely affect our sales and profits.

We depend on the services of independent sales
representatives to sell the majority of our products and provide services and aftermarket support to our customers. The sales representative agreements we have are typically cancelable by the sales representative after a short notice period, if any
at all. Furthermore, many of these sales representatives also sell our competitors products. The loss of a substantial number of these relationships, or our failure to maintain good relationships with these sales representatives, could
materially reduce our sales and profits.



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Environmental requirements applicable to our manufacturing and distribution facilities may impose significant
environmental compliance costs and liabilities, which would adversely affect our results of operation.

Our facilities are subject to numerous federal,
state and local laws and regulations relating to pollution and the protection of the environment, including those governing emissions to air, discharges to water, storage, treatment and disposal of waste, remediation of contaminated sites and
protection of worker health and safety. We believe we are in substantial compliance with all applicable requirements. However, our efforts to comply with environmental requirements do not remove the risk that we may be held liable, or incur fines or
penalties, and that the amount of liability, fines or penalties may be material, for, among other things, releases of hazardous substances occurring on or emanating from current or formerly owned or operated properties or any associated offsite
disposal location, or for contamination discovered at any of our properties from activities conducted by previous occupants.

Changes in environmental laws
and regulations or the discovery of previously unknown contamination or other liabilities relating to our properties and operations could result in significant environmental liabilities which could make it difficult to pay the interest or principal
amount of the notes when due. In addition, we might incur significant capital and other costs to comply with increasingly stringent air emission control laws and enforcement policies which would decrease our cash flow available to service our
indebtedness.

We may not effectively compete in the highly fragmented and very competitive cabinet industry market, which may adversely affect our
revenues.

We operate in the highly fragmented and very competitive cabinetry industry. Our competitors include national and local cabinetry
manufacturers. These can be large consolidated operations which house their manufacturing facilities in large and efficient plants, as well as relatively small, local cabinetmakers. Some of our competitors have achieved substantially more market
penetration in certain of the markets in which we operate. Some of our competitors have greater resources available and are less highly leveraged, which may provide them with greater financial flexibility. Moreover, companies in other building
products industries may compete with us. To remain competitive, we will need to invest continuously in manufacturing, customer service and support, marketing and our dealer network. We may have to adjust the prices of some of our products to stay
competitive, which would reduce our revenues. We may not have sufficient resources to continue to make such investments or maintain our competitive position within each of the markets we serve.

Manufacturing or assembly realignments as a result of our continued review of operations may result in a decrease in our near-term earnings or not result in cost
reductions as expected, which would harm our profitability.

We continually review our manufacturing and assembly operations and sourcing capabilities.
Effects of periodic manufacturing realignments and cost savings programs could result in a decrease in our near-term earnings until the expected cost reductions are achieved or may not result in expected cost savings at all. Such programs may
include the consolidation and integration of facilities, functions, systems and procedures. Certain products may also be shifted from one manufacturing or assembly facility to another. Such actions may not be accomplished as quickly as anticipated
and the expected cost reductions may not be achieved, either of which would harm our profitability.

Increases in the cost of labor, union organizing
activity and work stoppages at our facilities or the facilities of our suppliers could materially affect our financial performance.

Our business is
labor intensive, and, as a result, our financial performance is affected by the availability of qualified personnel and the cost of labor. Currently, none of our employees are represented by labor unions. Strikes or other types of conflicts with
personnel could arise or we may become a target for union organizing activity. Some of our direct and indirect suppliers have unionized work forces. Strikes, work stoppages or slowdowns experienced by these suppliers could result in slowdowns or
closures of facilities where components of our products are manufactured. In addition, organizations responsible for shipping our products may be impacted by occasional strikes staged by the Teamsters Union. Any interruption in the production or
delivery of our products could reduce sales of our products and increase our costs.

We could face potential product liability claims relating to
products we manufacture or distribute which could result in significant costs and liabilities, which would reduce our profitability.

We face an
inherent business risk of exposure to product liability claims in the event that the use of any of our products results in personal injury or property damage. In the event that any of our products prove to be defective, we may be required to recall
or redesign such products, which would result in significant unexpected costs. Any insurance we maintain



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may not be available on terms acceptable to us or such coverage may not be adequate for liabilities actually incurred. Further, any claim or product recall
could result in adverse publicity against us, which could adversely affect our sales or increase our costs.

We are dependent on certain key personnel,
the loss of whom could materially affect our financial performance and prospects.

Our continued success depends to a large extent upon the continued
services of our senior management and certain key employees. Our chief executive officer, Mark Buller, has over 21 years of experience in the cabinetry industry. Our other senior executives have an average of over 20 years experience in the building
product industry. The loss of the experience and services of any of these individuals could have a material adverse effect on our revenue, our financial performance and our results of operations.

If we cannot adequately protect our intellectual property rights we may lose exclusivity in our brands, which could reduce our sales and revenue.

As a company that manufactures and markets consumer products, we rely heavily on trademarks and copyrights to protect our cabinetry brands. We believe that brand
recognition is one of several important factors in a consumers choice of cabinetry. Current protections may not adequately safeguard our intellectual property and we may incur significant costs to defend our intellectual property rights, which
may harm our operating results. Although we are not aware that any of our intellectual property rights infringes upon the proprietary rights of third parties, third parties may make such claims in the future. Any infringement claims, whether with or
without merit, could be time-consuming, result in costly litigation or damages, undermine the exclusivity and value of our brands, decrease sales or require us to enter into royalty or licensing agreements that may not be on terms acceptable to us.

We may in the future acquire related businesses, which we may not be able to successfully integrate, in which case we may be unable to recoup our
investment in those acquisitions.

We may, from time to time, explore opportunities to acquire related businesses, some of which could be material to
us. As of the date of this report, we have no agreements and are not in any discussions to acquire any material businesses or assets. If we do make acquisitions in the future, our ability to continue to grow will depend upon effectively integrating
these acquired companies, achieving cost efficiencies and managing these businesses as part of our company. While we believe we have successfully integrated the operations we have acquired within the last eight years, we may not be able to
effectively integrate newly acquired companies or successfully implement appropriate operational, financial and management systems and controls to achieve the benefits expected to result from these acquisitions. If we are unable to successfully
integrate acquisitions, we may not be able to recoup our investment in those acquisitions. Our efforts to integrate these businesses could be affected by a number of factors beyond our control, such as general economic conditions and increased
competition. In addition, the process of integrating these businesses could cause the interruption of, or loss of momentum in, the activities of our existing business. The diversion of managements attention and any delays or difficulties
encountered in connection with the integration of these businesses could negatively impact our business and results of operations. Further, the economic benefits that we anticipate from these acquisitions may not develop.

Changes in consumer preferences for cabinet designs and configurations, and our failure to respond to such changes, could adversely affect demand for our product and
our results of operations.

The cabinetry industry in general is subject to changing consumer trends, demands and preferences. Our continued success
depends largely on the introduction and acceptance by our customers of new product lines that respond to such trends, demands and preferences. Our organic growth has been driven in part by our frequent new product introductions. We may not be able
to successfully develop and design new brands. Trends within the industry change often and our failure to anticipate, identify or react to changes in these trends could lead to, among other things, rejection of a new product line, reduced demand and
price reductions for our products, and could adversely affect our sales.

In the event of consolidation of our dealers, through whom we primarily sell
our products, pressure may be put on our operating margins, which could harm our profitability.

If our dealer base were to consolidate, competition
for the business of fewer dealers would intensify. If we do not provide product offerings and price points that meet the needs of our dealers, or if we lose a substantial amount of our dealer base, our profitability could decrease.



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We are controlled by our principal equity holders, which have the power to take unilateral action that could be
adverse to the interests of holders of the notes.

Investors controlled by SKM Equity Fund III, L.P. and Trimaran Fund II, L.L.C., through their
control of our general partner, control our affairs and policies. Circumstances may occur in which the interests of these equity holders could be in conflict with the interests of the holders of the notes. In addition, these equity holders may have
an interest in pursuing acquisitions, divestitures or other transactions that, in their judgment, could enhance their equity investment, even though such transactions might involve risks to holders of the notes. See Part III, Item 12,
Security Ownership of Certain Beneficial Owners and Management and Related Equity Holder Matters and Part III, Item 13, Certain Relationships and Related Transactions and Director Independence.



|Item 1B. | Unresolved Staff Comments
|-------- | -------------------------

None.



|Item 2. | Properties
|------- | ----------

We lease our executive offices located in Eagan,
Minnesota. We own six separate manufacturing facilities, three of which manufacture Mid Continent cabinets, one of which manufactures UltraCraft cabinets, one of which manufactures StarMark, Fieldstone and Brookwood cabinets and one manufactures
Norcraft Canada cabinets. In addition, we lease six other non-retail facilities which are used for service and distribution functions and storage. Finally, we lease two and own three retail stores that are engaged in the retail distribution of our
products and other non-cabinet products of other industry participants.

Each of our facilities, by function and division, is set forth in the table below:



|                           |  |              |  |                           |  |                                    
|-------------------------- |  | ------------ |  | ------------------------- |  | -----------------------------------
|Location                   |  | Owned/Leased |  | ApproximateSquare Footage |  | Function                           
|Eagan, Minnesota           |  | Leased       |  | 17,708                    |  | Headquarters                       
|Cottonwood, Minnesota      |  | Owned        |  | 210,000                   |  | ManufacturingMid Continent        
|Lynchburg, Virginia        |  | Owned        |  | 147,600                   |  | ManufacturingMid Continent        
|Newton, Kansas             |  | Owned        |  | 268,600                   |  | ManufacturingMid Continent        
|Liberty, North Carolina    |  | Owned        |  | 214,600                   |  | ManufacturingUltraCraft           
|Sioux Falls, South Dakota  |  | Owned        |  | 233,000                   |  | ManufacturingStarMark             
|Winnipeg, Manitoba         |  | Owned        |  | 54,000                    |  | ManufacturingNorcraft Canada      
|Livermore, California      |  | Leased       |  | 30,500                    |  | Distribution/Service Center        
|Tampa, Florida             |  | Leased       |  | 41,300                    |  | Distribution/Service Center        
|Gilbert, Arizona           |  | Leased       |  | 19,108                    |  | Distribution/Service Center        
|Liberty, North Carolina    |  | Leased       |  | 15,000                    |  | Warehouse                          
|Newton, Kansas             |  | Leased       |  | 83,000                    |  | Warehouse                          
|Lynchburg, Virginia        |  | Leased       |  | 3,375                     |  | Warehouse                          
|Tampa, Florida             |  | Leased       |  | 3,000                     |  | Kitchen and Bath Ideas Retail Store
|Clearwater, Florida        |  | Leased       |  | 1,600                     |  | Kitchen and Bath Ideas Retail Store
|Colorado Springs, Colorado |  | Owned        |  | 21,500                    |  | Kitchen and Bath Ideas Retail Store
|Lynchburg, Virginia        |  | Owned        |  | 5,000                     |  | Kitchen and Bath Ideas Retail Store
|Sioux Falls, South Dakota  |  | Owned        |  | 4,000                     |  | Kitchen and Bath Ideas Retail Store



|Item 3. | Legal Proceedings
|------- | -----------------

During the ordinary course of business, we have
become and may in the future become subject to pending and threatened legal actions and proceedings. All of the current legal actions and proceedings that we are a party to are of an ordinary or routine nature incidental to our operations, the
resolution of which should not have a material adverse effect on our financial condition, results of operations or cash flows. We are not currently a party to any product liability claims. The majority of the pending legal proceedings involve claims
for workers compensation. These claims are generally covered by insurance, but there can be no assurance that our insurance coverage will be adequate to cover any such liability.



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

None.



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PART II



|Item 5. | Market for Registrants Common Equity, Related Equity Holder Matters and Issuer Purchases of Equity Securities
|------- | --------------------------------------------------------------------------------------------------------------

Neither Holdings nor Norcraft has publicly traded stock. Holdings indirectly owns all of the outstanding equity interests in Norcraft. There are approximately 44 holders
of equity interests in Holdings. Excluding tax distributions, Holdings made no distributions to its members in 2008 and approximately $6.9 million and $36.5 million in 2007 and 2006, respectively.

Norcraft may make distributions to Holdings, subject to certain limitations, to permit Holdings to make further distributions to its equity holders to pay taxes on our
net income allocated to them. Tax distributions for the years ended December 31, 2008, 2007 and 2006 were $2.3 million, $11.8 million and $15.3 million, respectively.



|Item 6. | Selected Financial Data
|------- | -----------------------

The selected data presented below is
derived from our audited financial statements, which are included elsewhere in this report.



|                                                       |  |                               |         |   |      |   |         |  |      |         |      |   |         |  |   |         |  
|------------------------------------------------------ |  | ----------------------------- | ------- | - | ---- | - | ------- |  | ---- | ------- | ---- | - | ------- |  | - | ------- | -
|                                                       |  | Norcraft Holdings L.P.        |        
|                                                       |  | Fiscal Year EndedDecember 31, |        
|(dollar amounts in thousands)                          |  | 2004                          |         |   | 2005 |   | 2006    |  | 2007 |         | 2008 |  
|Statement of Operations Data:                          |  |                               |         |   |      |   |         |  |      |         |      |   |         |  |   |         |  
|Net sales                                              |  | $                             | 330,275 |   |      | $ | 404,639 |  | $    | 440,478 |      | $ | 394,042 |  | $ | 331,548 |  
|Cost of sales                                          |  |                               | 227,433 |   |      |   | 282,541 |  |      | 300,764 |      |   | 263,500 |  |   | 234,427 |  
|                                                       |  |                               |         |   |      |   |         |  |      |         |      |   |         |  |   |         |  
|Gross profit                                           |  |                               | 102,842 |   |      |   | 122,098 |  |      | 139,714 |      |   | 130,542 |  |   | 97,121  |  
|Selling, general and administrative expense            |  |                               | 58,244  |   |      |   | 64,874  |  |      | 75,919  |      |   | 76,012  |  |   | 64,789  |  
|Impairment of goodwill and other intangible assets (1) |  |                               |        |   |      |   |        |  |      |        |      |   |        |  |   | 73,938  |  
|                                                       |  |                               |         |   |      |   |         |  |      |         |      |   |         |  |   |         |  
|Income (loss) from operations                          |  |                               | 44,598  |   |      |   | 57,224  |  |      | 63,795  |      |   | 54,530  |  |   | (41,606 | )
|Interest expense, net                                  |  |                               | 18,815  |   |      |   | 23,208  |  |      | 22,654  |      |   | 23,618  |  |   | 24,694  |  
|Amortization of deferred financing costs               |  |                               | 2,714   |   |      |   | 4,127   |  |      | 1,498   |      |   | 1,540   |  |   | 1,532   |  
|Other, net                                             |  |                               | (58     | ) |      |   | 220     |  |      | 150     |      |   | 200     |  |   | 151     |  
|                                                       |  |                               |         |   |      |   |         |  |      |         |      |   |         |  |   |         |  
|Total other expense                                    |  |                               | 21,471  |   |      |   | 27,555  |  |      | 24,302  |      |   | 25,358  |  |   | 26,377  |  
|                                                       |  |                               |         |   |     
|Net income (loss)                                      |  | $                             | 23,127  |   |      | $ | 29,669  |  | $    | 39,493  |      | $ | 29,172  |  | $ | (67,983 | )
|                                                       |  |                               |         |   |      |   |         |  |      |         |      |   |         |  |   |         |  
|                                                       | 
|                                                       |  | (dollar amounts in thousands) |        
|                                                       |  | December 31,                  |        
|                                                       |  | 2004                          |         |   | 2005 |   | 2006    |  | 2007 |         | 2008 |  
|Balance Sheet Data:                                    |  |                               |         |   |      |   |         |  |      |         |      |   |         |  |   |         |  
|Cash and cash equivalents                              |  | $                             | 823     |   |      | $ | 933     |  | $    | 3,928   |      | $ | 28,409  |  | $ | 59,406  |  
|Total assets                                           |  |                               | 369,992 |   |      |   | 372,157 |  |      | 368,802 |      |   | 383,077 |  |   | 315,013 |  
|Total debt                                             |  |                               | 263,752 |   |      |   | 241,567 |  |      | 256,590 |      |   | 262,690 |  |   | 266,459 |  
|Members equity subject to put request                 |  |                               | 26,377  |   |      |   | 46,094  |  |      | 48,835  |      |   | 42,331  |  |   | 25,305  |  
|Members equity                                        |  |                               | 52,676  |   |      |   | 51,476  |  |      | 31,248  |      |   | 47,538  |  |   | (4,166  | )



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|                                                       |  |                               |         |   |      |   |         |  |      |         |      |   |         |  |   |         |  
|------------------------------------------------------ |  | ----------------------------- | ------- | - | ---- | - | ------- |  | ---- | ------- | ---- | - | ------- |  | - | ------- | -
|                                                       |  | Norcraft Companies, L.P.      |        
|                                                       |  | Fiscal Year EndedDecember 31, |        
|(dollar amounts in thousands)                          |  | 2004                          |         |   | 2005 |   | 2006    |  | 2007 |         | 2008 |  
|Statement of Operations Data:                          |  |                               |         |   |      |   |         |  |      |         |      |   |         |  |   |         |  
|Net sales                                              |  | $                             | 330,275 |   |      | $ | 404,639 |  | $    | 440,478 |      | $ | 394,042 |  | $ | 331,548 |  
|Cost of sales                                          |  |                               | 227,433 |   |      |   | 282,541 |  |      | 300,764 |      |   | 263,500 |  |   | 234,427 |  
|                                                       |  |                               |         |   |      |   |         |  |      |         |      |   |         |  |   |         |  
|Gross profit                                           |  |                               | 102,842 |   |      |   | 122,098 |  |      | 139,714 |      |   | 130,542 |  |   | 97,121  |  
|Selling, general and administrative expense            |  |                               | 58,244  |   |      |   | 64,874  |  |      | 75,919  |      |   | 76,012  |  |   | 64,789  |  
|Impairment of goodwill and other intangible assets (1) |  |                               |        |   |      |   |        |  |      |        |      |   |        |  |   | 73,938  |  
|                                                       |  |                               |         |   |      |   |         |  |      |         |      |   |         |  |   |         |  
|Income (loss) from operations                          |  |                               | 44,598  |   |      |   | 57,224  |  |      | 63,795  |      |   | 54,530  |  |   | (41,606 | )
|Interest expense, net                                  |  |                               | 15,897  |   |      |   | 14,893  |  |      | 13,370  |      |   | 13,104  |  |   | 13,341  |  
|Amortization of deferred financing costs               |  |                               | 2,589   |   |      |   | 3,772   |  |      | 1,108   |      |   | 1,111   |  |   | 1,063   |  
|Other, net                                             |  |                               | (58     | ) |      |   | 220     |  |      | 150     |      |   | 200     |  |   | 151     |  
|                                                       |  |                               |         |   |      |   |         |  |      |         |      |   |         |  |   |         |  
|Total other expense                                    |  |                               | 18,428  |   |      |   | 18,885  |  |      | 14,628  |      |   | 14,415  |  |   | 14,555  |  
|                                                       |  |                               |         |   |     
|Net income (loss)                                      |  | $                             | 26,170  |   |      | $ | 38,339  |  | $    | 49,167  |      | $ | 40,115  |  | $ | (56,161 | )
|                                                       |  |                               |         |   |      |   |         |  |      |         |      |   |         |  |   |         |  
|                                                       | 
|                                                       |  | (dollar amounts in thousands) |        
|                                                       |  | December 31,                  |        
|                                                       |  | 2004                          |         |   | 2005 |   | 2006    |  | 2007 |         | 2008 |  
|Balance Sheet Data:                                    |  |                               |         |   |      |   |         |  |      |         |      |   |         |  |   |         |  
|Cash and cash equivalents                              |  | $                             | 823     |   |      | $ | 933     |  | $    | 4,038   |      | $ | 28,409  |  | $ | 59,406  |  
|Total assets                                           |  |                               | 366,585 |   |      |   | 369,105 |  |      | 366,250 |      |   | 380,844 |  |   | 313,249 |  
|Total debt                                             |  |                               | 180,500 |   |      |   | 150,000 |  |      | 150,000 |      |   | 148,000 |  |   | 148,000 |  
|Members equity                                        |  |                               | 158,898 |   |      |   | 186,085 |  |      | 184,121 |      |   | 202,326 |  |   | 141,669 |  



|(1) | During the fourth quarter of 2008, our actual earnings and expected future earnings decreased to a level that required us to perform additional analysis under Financial
Accounting Standards Board (FASB) Statement of Financial Accounting Standard (SFAS) No. 142 Goodwill and Other Intangible Assets (SFAS 142) to quantify the amount of impairment of goodwill and
brand names. This analysis resulted in a total impairment charge of $73.9 million, of which, $60.0 million was attributable to goodwill and $13.9 million was attributable to brand names.
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|Item 7. | Managements Discussion and Analysis of Financial Condition and Results of Operations
|------- | -------------------------------------------------------------------------------------

Uncertainty of Forward Looking Statements and Information

This report contains forward looking
statements. All statements other than statements of historical acts included in this report that address activities, events or developments that we expect, believe or anticipate will or may occur in the future are forward looking
statements. Forward looking statements give our current expectations and projections relating to the financial condition, results of operations, plans, objectives, future performance and business of our company. You can identify these statements by
the fact that they do not relate strictly to historical or current facts. These statements may include words such as anticipate, estimate, expect,
project, intend, plan, believe and other words and terms of similar meaning in connection with any discussion of the timing or nature of future operating
or financial performance or other events.

These forward looking statements are based on our expectations and beliefs concerning future events affecting
us. They are subject to uncertainties and factors relating to our operations and business environment, all of which are difficult to predict and many of which are beyond our control. Although we believe that the expectations reflected in our forward
looking statements are reasonable, we do not know whether our expectations will prove correct. They can be affected by inaccurate assumptions we might make or by known or unknown risks and uncertainties. Many factors mentioned in our discussion in
this report, including the risks outlined under Part I, Item 1A, Risk Factors, will be important in determining future results.



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Because of these factors, we caution that investors should not place undue reliance on any of our forward looking
statements. Further, any forward looking statement speaks only as of the date on which it is made and except as required by law we undertake no obligation to update any forward looking statement to reflect events or circumstances after the date on
which it is made or to reflect the occurrence of anticipated or unanticipated events or circumstances.

Company Overview

The following discussion of our financial condition and results of operations should be read together with the consolidated financial statements and the accompanying
notes included elsewhere in this annual report.

All of our operations are conducted through Norcraft which is an indirect wholly-owned subsidiary of
Holdings.

Our fiscal year is the calendar year ending December 31. References to fiscal year mean the year ending December 31. For
example, fiscal year 2008 or fiscal 2008 means the period from January 1, 2008 to December 31, 2008.

General

We are a leader in manufacturing, assembling and finishing kitchen and bathroom cabinetry in the United States. We provide our customers with a single
source for a broad range of high-quality cabinetry, including stock, semi-custom and custom cabinets. Our cabinets are manufactured in both framed and full access construction. We market our products through six brands: Mid Continent Cabinetry,
Norcraft Cabinetry, UltraCraft, StarMark, Fieldstone and Brookwood. The Mid Continent and UltraCraft brands correspond to those divisions, while the StarMark, Fieldstone and Brookwood brands correspond to the StarMark division.

During the fourth quarter of 2008, our actual earnings and expected future earnings decreased to a level to which we concluded that sufficient indicators existed to
warrant an analysis of whether any portion of our goodwill or other intangible assets were impaired. We engaged an independent valuation firm to assist us perform a review of the value of our goodwill and other intangible assets. Based on this
independent valuation, which used a discounted cash flow valuation technique, we recognized an impairment charge of $73.9 million to our goodwill and other intangible assets in the fourth quarter of 2008. Of this charge, $60.0 million was
attributable to goodwill and $13.9 million was attributable to brand names.

The Companys sales decreased 15.9% for the year ended December 31,
2008 as compared to the year ended December 31, 2007. This decrease was due to Norcrafts decrease in the number of incoming orders as a result of the industry-wide contraction caused by the slow-down in the U.S. housing market. Net income
(loss) decreased 333.0% after impairment charges for Holdings and 240.0% after impairment charges for Norcraft for the year ended December 31, 2008 as compared to the year ended December 31, 2007. Net income (loss) decreased 79.6% before
impairment charges for Holdings and 55.7% before impairment charges for Norcraft for the year ended December 31, 2008 as compared to the year ended December 31, 2007, primarily due to the aforementioned decrease in the number of incoming
orders.

Other significant events during 2008 include the conversion of the unpaid principal amount and accrued interest of an unsecured note payable for
$1.5 million into Class A units of Holdings for $1.3 million at a conversion price of $1.18.

FINANCIAL STATEMENT PRESENTATION

Net Sales. Our net sales represent gross sales less deductions taken for sales returns, freight chargebacks and incentive rebate programs. Revenue is
recorded upon delivery of product, which represents the point at which ownership transfers to the customer.

Cost of Sales. Our cost of
sales is comprised of the cost of raw materials and plant costs such as labor, packaging, utilities and other facility expenses. Dimensioned wood components, wood doors, particle board, thermofoil doors and veneer panels and plywood are the most
significant raw materials we purchase. We also classify shipping and handling costs as a component of cost of sales.

Selling, General and
Administrative Expenses. Selling, general and administrative expenses consist primarily of salaries, trade promotions, advertising, commissions, amortization of expenses relating to our display cabinets installed at our customer
locations, other marketing costs, general management, insurance, accounting, tax and legal expenses, management fees payable to our principal equity holders and other expenses. We expense advertising costs as incurred.



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Other Expenses. Our non-operating expenses consist of interest, amortization of deferred financing
costs and various state and local taxes.

CRITICAL ACCOUNTING POLICIES

The preparation of financial statements requires management to make estimates and judgments that affect the amounts reported in the financial statements. On an ongoing basis, management evaluates its estimates which
are based on historical experience and various other assumptions that are believed to be reasonable under the circumstances. Actual results may differ from these estimates under different assumptions or conditions. We believe the following
accounting policies are the most critical to us in that they are important to our financial statements and they require our most difficult, subjective or complex judgments in the preparation of our financial statements.

Allowance for Bad Debts

Our customers operate in the repair and
remodeling and new home construction markets and, accordingly, their credit worthiness is affected by cyclical trends and general conditions in those markets. During fiscal 2008, the credit markets and the financial services industry have
experienced significant disruptions, characterized by the bankruptcy and failure of several financial institutions and severe limitations on credit availability. The financial stability of certain of our customers has been negatively impacted, which
has resulted in increased bad debt expense for us. A prolonged continuation of adverse economic conditions would cause additional financial distress for our customers. Concentrations of credit risk with respect to trade receivables are limited to
some extent by our large number of customers and their geographic dispersion. For the years ended December 31, 2008 and 2007, one customer accounted for approximately 16.6% and 11.8%, respectively of net sales. We generally do not require
collateral from our customers, but do maintain allowances for the estimated uncollectibility of accounts receivable based on historical experience and specifically identified at-risk accounts. The adequacy of the allowance is evaluated on an
ongoing, periodic basis and adjustments are made in the period in which a change in condition occurs.

Inventory

We state inventory at the lower of cost or market, net of provisions for excess and obsolete inventory, with cost established using the first-in, first-out (FIFO) method.
We make provisions for estimated obsolete or excess inventories. These provisions are based on historical experience, market conditions and other assumptions and judgment by management. Estimated costs to be incurred for such obsolete or excess
inventory are recorded in the periods in which those conditions arise.

Other Intangible Assets

Identifiable intangible assets consist of customer relationships. The customer relationship intangible asset is being amortized using the straight-line method over its
estimated useful life of 15 years based on historical and expected customer attrition rates. Straight-line amortization reflects an appropriate allocation of cost of the intangible asset to earnings in proportion to the amount of economic benefits
obtained by the Company in each reporting period.

Amortization expense related to customer relationships of $4.5 million for each of the years ended
December 31, 2008, 2007 and 2006 is included in selling, general and administrative expenses in the consolidated statements of income. Annual amortization expense for each of the next five years is expected to be $4.5 million per year.

It is the Companys policy to value intangible assets at the lower of unamortized cost or fair value. Management reviews the valuation and
amortization of intangible assets and the estimated useful lives of its identifiable intangible assets on a periodic basis, taking into consideration any events or circumstances which might result in diminished fair value or revised useful life.

Indefinite-Lived Intangible Assets and Goodwill

Indefinite-lived assets are brand names, consisting of Mid Continent®, UltraCraft®, StarMark® and Fieldstone® are considered indefinite lived intangible assets. Indefinite lived intangible assets are not amortized. Instead, the Company makes annual assessments, or as events or circumstances indicate that the asset might be impaired, separately from
goodwill, to evaluate realizability of carrying values. The total fair value of brand names prior to impairment was $49.0 million. The fair value of the indefinite-lived assets is determined for the annual impairment test using the Royalty Savings
Method, which is a variation of the income approach. A discount rate of 14.0% was used plus a premium of 1.0% based on the nature of the asset. During the fourth quarter of 2008, an impairment charge of $13.9 million was recognized for brand names.

Our significant reporting units for the purpose of performing the impairment analysis tests for goodwill consist of Mid Continent, UltraCraft and
StarMark. For the purpose of performing the required impairment tests, we primarily apply a present value (discounted cash flow) method to determine the fair value of the reporting units with goodwill. We perform our annual impairment test of
goodwill and indefinite-lived intangible assets during the fourth quarter.

Our reporting units are composed of either a discrete business or an
aggregation of businesses with similar economic characteristics. Certain factors may result in the need to perform an impairment test prior to the fourth quarter, including significant underperformance of our business relative to expected operating
results, significant adverse economic and industry trends, and a decision to divest an individual business within a reporting unit.

Goodwill impairment is
determined using a two-step process. The first step is to identify if a potential impairment exists by comparing the fair value of a reporting unit with its carrying amount, including goodwill. If the fair value of a reporting unit exceeds its
carrying amount, goodwill of the reporting unit is not considered to have a potential impairment and the second step of the process is not necessary. However, if the carrying amount of a reporting unit exceeds its fair value, the second step is
performed to determine if goodwill is impaired and to measure the amount of impairment loss to recognize, if any.

The second step, if necessary, compares
the implied fair value of goodwill with the carrying amount of goodwill. If the implied fair value of goodwill exceeds the carrying amount, then goodwill is not considered impaired. However, if the carrying amount of goodwill exceeds the implied
fair value, an impairment loss is recognized in an amount equal to that excess.

We estimate the fair value of our reporting units, using various valuation
techniques, with the primary technique being a discounted cash flow analysis. A discounted cash flow analysis requires us to make various judgmental assumptions about sales, operating margins, growth rates and discount rates. Assumptions about
discount rates are based on a weighted-average cost of capital derived from observable market inputs and comparable company data. Assumptions about sales, operating margins, and growth rates are based on our forecasts, business plans, economic
projections, anticipated future cash flows and marketplace data. Assumptions are also made for varying perpetual growth rates for periods beyond the long-term business plan period. Because of the increased uncertainty resulting from worsening global
economic conditions, our revenue projections generally assumed reductions in 2009 and a period of recovery beginning in 2010.

In evaluating the fair value
of all our reporting units, we assumed revenue declines for 2009 from 2008 reflecting a continuation of weakness in the home-building and remodeling markets. We then assumed revenue in 2010 to begin to show recovery. We also assumed a discount rate
of 14.0% and a perpetual growth rate of 2.0% reflecting the market conditions in the fourth quarter of 2008.

Our first step impairment analysis for 2008
indicated that the fair value of the Mid Continent and UltraCraft reporting units did not exceed their carrying values.

This impairment test and
subsequent valuation resulted in a total impairment charge of $73.9 million in the fourth quarter of fiscal 2008. Of the total impairment charge, $60.0 million was attributable to goodwill and $13.9 million was attributable to brand names. A summary
of impairment charges by reporting unit is as follows:



|                  |  |              |        |   |            |   |        |          |  |   |        |   |  |              |         |   |            |   |         |          |  |       |        |   |  |   |        |  |   |         |  
|----------------- |  | ------------ | ------ | - | ---------- | - | ------ | -------- |  | - | ------ | - |  | ------------ | ------- | - | ---------- | - | ------- | -------- |  | ----- | ------ | - |  | - | ------ |  | - | ------- | -
|                  |  | Brand Names  |        |   | Goodwill   |  
|                  |  | MidContinent |        |   | UltraCraft |   |        | StarMark |  |   | Total  |   |  | MidContinent |         |   | UltraCraft |   |         | StarMark |  | Total |       
|Beginning balance |  | $            | 28,700 |   |            | $ | 7,500  |          |  | $ | 12,800 |   |  | $            | 49,000  |   |            | $ | 90,507  |          |  | $     | 11,691 |   |  | $ | 46,261 |  | $ | 148,459 |  
|Impairment        |  |              | (7,700 | ) |            |   | (3,900 | )        |  |   | (2,300 | ) |  |              | (13,900 | ) |            |   | (51,911 | )        |  |       | (8,127 | ) |  |   |       |  |   | (60,038 | )
|                  |  |              |        |   |            |   |        |          |  |   |        |   |  |              |         |   |            |   |         |          |  |       |        |   |  |   |        |  |   |         |  
|Ending balance    |  | $            | 21,000 |   |            | $ | 3,600  |          |  | $ | 10,500 |   |  | $            | 35,100  |   |            | $ | 38,596  |          |  | $     | 3,564  |   |  | $ | 46,261 |  | $ | 88,421  |  
|                  |  |              |        |   |            |   |        |          |  |   |        |   |  |              |         |   |            |   |         |          |  |       |        |   |  |   |        |  |   |         |  

A 1.0 percentage point increase in the discount rate would reduce the indicated fair value of the brand names by
approximately $3.0 million and a 0.25 percentage point decrease in the royalty rate would reduce the indicated fair value of the brand names by approximately $4.3 million. Due to the ongoing uncertainty in market conditions, we will perform an
additional impairment analysis prior to the fourth quarter of 2009 on our brand names if a decline in our expected operating results, discount rate or royalty rate is indicated.

Our impairment analysis as of December 31, 2008 indicated no impairment of goodwill within the StarMark reporting unit. The calculated fair value of this reporting unit exceeded the carrying value by
approximately $39.0 million. Subsequent to recording the impairment charges in the fourth quarter of 2008, the calculated fair value of our UltraCraft reporting unit exceeded carrying value by approximately $1.0 million. The calculated fair value of
the Mid Continent reporting unit exceeded carrying value by approximately $33.0 million primarily driven by the fair value of the customer relationships and Norcraft brand name within the Mid Continent reporting unit.

We may need to perform an impairment test prior to the fourth quarter of 2009, if revenues or results for any of these reporting units fall significantly below our
estimates during 2009, the perpetual growth rate decreases significantly, the discount rate increases significantly, or other key assumptions used in our fair value calculations in the fourth quarter of 2008 change.



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Product Warranties

We provide warranties for our products for a period ranging from three years to a lifetime warranty. Estimated costs to be incurred for such warranties are provided in the period of sale. These reserves are based on historical experience,
market conditions and other assumptions and judgment by management.

Management Incentive Plan

On January 1, 2006, we adopted SFAS No. 123 (Revised 2004) Share-Based Payments (SFAS No. 123R), using the prospective transition method, which
requires the application of the accounting standard on the first day of our fiscal year 2006 for grants issued or modified subsequent to the date of adoption. In accordance with SFAS No. 123R, our methodology yields an estimate of fair value
based in part on a number of management estimates, the most significant of which include future volatility and estimated incentive unit lives. Changes in these assumptions could significantly impact the estimated fair value of the incentive units.

Revenue Recognition

Net sales represent gross
sales less deductions taken for sales returns, freight charge backs and incentive rebate programs. These deductions are based on historical experience, market conditions and terms of the applicable marketing agreements with the customers.

Members Equity Subject to Put Request

The
limited partnership agreement of Holdings provides that certain employee equity Holders may request that Holdings repurchase limited partnership units upon their death or disability at the then fair market value. Following such a request, Holdings
must use commercially reasonable efforts to repurchase such units, subject to limitations on the repurchase of equity contained in the senior credit facility and the indentures governing the Senior Discount Notes and Senior Subordinated Notes,
respectively. The fair market value of these units is recorded outside of permanent equity. Any changes in the fair market value of these units are reported as changes in members equity subject to put request in the statement of members
equity and comprehensive income. As of December 31, 2008, 2007 and 2006, there were 21.5 million, 20.2 million and 20.7 million units subject to the put request, respectively.

The fair market value of a unit is estimated by dividing the current equity value of the Company by the number of vested units outstanding. The equity value of the
Company is based on the earnings multiple used in the Acquisition times trailing twelve months EBITDA plus net cash and liability positions.

Recently Issued Accounting Pronouncements

In September 2006, the FASB issued SFAS No. 157, Fair Value Measurements (SFAS
157). SFAS 157 established a valuation hierarchy for disclosure of the inputs to valuation used to measure fair value. This hierarchy prioritizes the inputs into three broad levels. Level 1 inputs are quoted prices (unadjusted) in active
markets for identical assets or liabilities. Level 2 inputs are quoted prices for similar assets and liabilities in active markets or inputs that are observable for the asset or liability, either directly or indirectly through market corroboration,
for substantially the full term of the financial instrument. Level 3 inputs are unobservable inputs based on our own assumptions used to measure assets and liabilities at fair value. We adopted SFAS 157 effective January 1, 2008.

Included as a component of cash and cash equivalents is a money market account which we have classified within Level 1 of the fair level hierarchy. At December 31,
2008, our money market account, measured on a recurring basis, is carried at a fair value of $45.9 million. The implementation of SFAS 157 did not have any impact on our consolidated financial position or results of operations for the year ended
December 31, 2008.

In February 2007, the FASB issued SFAS No. 159, Fair Value Option for Financial Assets and Financial Liabilities(SFAS No. 159) including an Amendment of SFAS No. 115. This Statement permits entities to choose to measure many financial instruments and certain other items at fair value. This Statement is optional and is effective for
financial statements issued for fiscal years beginning after January 1, 2008. The Company has chosen not to adopt the fair value provisions of SFAS No. 159 at this time.

In March 2008, the FASB issued SFAS No. 161, Disclosures about Derivative Instruments and Hedging Activities (SFAS No. 161). SFAS No. 161 changes the disclosure requirements for
derivative instruments and hedging activities. The adoption of SFAS No. 161 is effective January 1, 2009 and the Company does not anticipate that this pronouncement will have a significant effect on its consolidated financial statements.

In May 2008, the FASB issued SFAS No. 162, The Hierarchy of Generally Accepted Accounting Principles(SFAS 162).
SFAS 162 identifies the sources of accounting principles and the framework for selecting the principles used in the preparation of financial statements of nongovernmental entities that are presented in conformity with generally accepted
accounting principles. SFAS 162 is effective sixty days following the Securities and Exchange Commissions approval of PCAOB amendments to AU Section 411, The Meaning of Present fairly in conformity with generally accepted
accounting principles. We do not expect the adoption of SFAS 162 to have a material effect on our consolidated financial statements.



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Results of Operations

The following table outlines for the periods indicated, selected operating data as a percentage of net sales.



|                                                   |  |                          |    |  |       |   |  |       |  
|-------------------------------------------------- |  | ------------------------ | -- |  | ----- | - |  | ----- | -
|                                                   |  | Norcraft Holdings, L.P.  |   
|                                                   |  | Year EndedDecember 31,   |   
|                                                   |  | 2008                     |    |  | 2007  |   |  | 2006  |  
|Net sales                                          |  | 100.0                    | %  |  | 100.0 | % |  | 100.0 | %
|Cost of sales                                      |  | 70.7                     | %  |  | 66.9  | % |  | 68.3  | %
|                                                   |  |                          |    |  |       |   |  |       |  
|Gross profit                                       |  | 29.3                     | %  |  | 33.1  | % |  | 31.7  | %
|Selling, general and administrative expenses       |  | 19.5                     | %  |  | 19.3  | % |  | 17.2  | %
|Impairment of goodwill and other intangible assets |  | 22.3                     | %  |  |      |   |  |      |  
|                                                   |  |                          |    |  |       |   |  |       |  
|Income (loss) from operations                      |  | (12.5                    | )% |  | 13.8  | % |  | 14.5  | %
|                                                   |  |                          |   
|Interest expense, net                              |  | 7.4                      | %  |  | 6.0   | % |  | 5.2   | %
|Amortization of deferred financing costs           |  | 0.5                      | %  |  | 0.4   | % |  | 0.3   | %
|Other, net                                         |  | 0.1                      | %  |  |      |   |  |      |  
|                                                   |  |                          |    |  |       |   |  |       |  
|                                                   |  |                          |   
|Net income (loss)                                  |  | (20.5                    | )% |  | 7.4   | % |  | 9.0   | %
|                                                   |  |                          |    |  |       |   |  |       |  
|                                                   | 
|                                                   |  | Norcraft Companies, L.P. |   
|                                                   |  | Year EndedDecember 31,   |   
|                                                   |  | 2008                     |    |  | 2007  |   |  | 2006  |  
|Net sales                                          |  | 100.0                    | %  |  | 100.0 | % |  | 100.0 | %
|Cost of sales                                      |  | 70.7                     | %  |  | 66.9  | % |  | 68.3  | %
|                                                   |  |                          |    |  |       |   |  |       |  
|Gross profit                                       |  | 29.3                     | %  |  | 33.1  | % |  | 31.7  | %
|Selling, general and administrative expenses       |  | 19.5                     | %  |  | 19.3  | % |  | 17.2  | %
|Impairment of goodwill and other intangible assets |  | 22.3                     | %  |  |      |   |  |      |  
|                                                   |  |                          |    |  |       |   |  |       |  
|Income (loss) from operations                      |  | (12.5                    | )% |  | 13.8  | % |  | 14.5  | %
|                                                   |  |                          |   
|Interest expense, net                              |  | 4.0                      | %  |  | 3.3   | % |  | 3.0   | %
|Amortization of deferred financing costs           |  | 0.3                      | %  |  | 0.3   | % |  | 0.3   | %
|Other, net                                         |  | 0.1                      | %  |  |      |   |  |      |  
|                                                   |  |                          |    |  |       |   |  |       |  
|                                                   |  |                          |   
|Net income (loss)                                  |  | (16.9                    | )% |  | 10.2  | % |  | 11.2  | %
|                                                   |  |                          |    |  |       |   |  |       |  

Year Ended December 31, 2008 Compared with Year Ended December 31, 2007

Net Sales. Net sales decreased by $62.5 million, or 15.9%, from $394.0 million for the year ended December 31, 2007 to $331.5 million for the year
ended December 31, 2008. The decrease in sales is primarily caused by the current industry-wide slow-down in the U.S. housing market despite our aggressive sales incentives and pricing which were initiated in response to the slow-down. Various
customers, channels and product lines have been impacted differently by the industry slow-down because of price points, geographies and various other factors. While the decline in sales is attributable to decreases in sales of all of our divisions,
it is primarily attributable to a decrease in sales in our largest division, Mid Continent.

Cost of Sales. Cost of sales decreased by $29.1
million, or 11.0%, from $263.5 million for the year ended December 31, 2007 to $234.4 million for 2008. The decrease was primarily attributable to our decreased sales volume. Cost of sales as a percentage of net sales increased from 66.9% for
the year ended December 31, 2007 to 70.7% for 2008.



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Gross Profit. Gross profit decreased by $33.4 million, or 25.6%, from $130.5 million for the year ended
December 31, 2007 to $97.1 million for the year ended December 31, 2008. Gross profit as a percentage of net sales decreased from 33.1% for the year ended December 31, 2007 to 29.3% for 2008. Gross profit margin was negatively
impacted primarily by aggressive sales incentives and pricing in response to the slow-down in our market. Additionally, for the year as a whole, gross profit margin was negatively impacted by inflationary pressures on the pricing of commodity
purchases, especially with regard to fuel and other petroleum products. This pricing was volatile and the effect on gross profit diminished toward the end of the year.

Selling, General and Administrative Expenses.Selling, general and administrative expenses decreased by $11.2 million, or 14.8%, from $76.0 million for the year ended December 31, 2007 to $64.8
million for 2008. Selling, general and administrative expenses were lower than the prior year mainly due to lower sales and marketing expenses. Selling, general and administrative expenses as a percentage of net sales increased from 19.3% for the
year ended December 31, 2007 to 19.5% for 2008.

Impairment of Goodwill and Other Intangible Assets. During the fourth quarter of
2008, our actual earnings and expected future earnings decreased to a level that required us to perform additional analysis under SFAS 142 to quantify the amount of impairment of goodwill and other intangible assets. This analysis resulted in a
total impairment charge of $73.9 million, of which, $60.0 million was attributable to goodwill and $13.9 million was attributable to brand names.

Income (Loss) from Operations.Income (loss) from operations decreased by $96.1 million, or 176.3%, from $54.5 million of income for the year ended December 31, 2007 to a loss of $41.6 million for 2008. The
decrease in income (loss) from operations was primarily the result of the impairment charge with respect to goodwill and other intangible assets and other factors described above. Income (loss) from operations as a percentage of net sales decreased
from 13.8% for the year ended December 31, 2007 to (12.5)% for 2008.

Interest, Amortization of Deferred Financing fees and Other
Expenses. Holdings consolidated interest, amortization of deferred financing fees and other expenses increased $1.1 million, or 4.0%, from $25.3 million for the year ended December 31, 2007 to $26.4 million for 2008. Interest
expense increased $1.1 million from increased indebtedness, mainly attributable to the increase in the Senior Discount Notes due to accretion. The average debt balances were $264.6 million and $259.6 million during the years ended December 31,
2008 and 2007, respectively. The borrowing rates on the Senior Subordinated Notes and the Senior Discount Notes are fixed at 9.0% and 9.75%, respectively. The borrowing rate on the unsecured notes used to repurchase the equity interest of a former
equity holder is 8.45%. Amortization of deferred financing charges remained flat at $1.5 million for the years ended December 31, 2008 and 2007. Interest, amortization of deferred financing fees and other expenses as a percentage of net sales
increased from 6.4% for the year ended December 31, 2007 to 8.0% for 2008.

Interest, amortization of deferred financing fees and other expenses for
Norcraft increased $0.2 million, or 1.0%, from $14.4 million for the year ended December 31, 2007 to $14.6 million for 2008. Interest, amortization of deferred financing fees and other expenses as a percentage of net sales increased from 3.6%
for the year ended December 31, 2007 to 4.4% for 2008.

Net Income (Loss). Holdings net income (loss) decreased by 97.2 million,
or 333.0%, from $29.2 million of income for the year ended December 31, 2007 compared with a loss of $68.0 million for 2008 was primarily the result of the impairment charge with respect to goodwill and other intangible assets and other factors
described above. Net income (loss) as a percentage of net sales for Holdings decreased from 7.4% for the year ended December 31, 2007 to (20.5)% for 2008.

Norcrafts net income (loss) decreased by $96.3 million, or 240.0%, from $40.1 million of income for the year ended December 31, 2007 compared with a loss of $56.2 million for 2008 was primarily the result of the impairment charge
with respect to goodwill and other intangible assets and other factors described above. Net income (loss) as a percentage of net sales for Norcraft decreased from 10.2% for the year ended December 31, 2007 to (16.9)% for 2008.

Year Ended December 31, 2007 Compared with Year Ended December 31, 2006

Net Sales. Net sales decreased by $46.5 million, or 10.5%, from $440.5 million for the year ended December 31, 2006 to $394.0 million for the year ended December 31, 2007. The decrease in sales
is primarily caused by the current industry-wide slow-down in the U.S. housing market. Various customers, channels and product lines have been impacted differently by the industry slow-down because of price points, geographies and various other
factors. The decline in sales was attributable to a decrease in sales by our Mid Continent division, which made up most of the overall decrease in net sales because it is our largest division. Decreases in sales by our UltraCraft division were
slightly offset by an increase in sales by our StarMark division.



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Cost of Sales. Cost of sales decreased by $37.3 million, or 12.4%, from $300.8 million for the year ended
December 31, 2006 to $263.5 million for 2007. The decrease was primarily attributable to our decreased sales volume. Additionally, cost of sales was lowered by $0.4 million from insurance proceeds due to a fire in the Newton, Kansas facility.
Cost of sales as a percentage of net sales decreased from 68.3% for the year ended December 31, 2006 to 66.9% for 2007. This decrease is due to production efficiencies.

Gross Profit. Gross profit decreased by $9.2 million, or 6.6%, from $139.7 million for the year ended December 31, 2006 to $130.5 million for the year ended December 31, 2007. Gross profit as a
percentage of net sales increased from 31.7% for the year ended December 31, 2006 to 33.1% for 2007. Gross profit was positively impacted by production efficiencies including labor, scrap and warranty costs. Gross profit was also positively
impacted by changes in our product mix.

Selling, General and Administrative Expenses. Selling, general and administrative expenses increased
by $0.1 million, or 0.1%, from $75.9 million for the year ended December 31, 2006 to $76.0 million for 2007. Selling, general and administrative expenses were impacted by several offsetting factors. First, selling expenses decreased because of
lower commission expenses and other advertising activities for the year ended December 31, 2007, resulting from the decrease in net sales. Offsetting this decrease was an increase in the provision for uncollectible accounts receivable of $0.9
million, from $3.2 million for the year ended December 31, 2006 to $4.1 million for the year ended December 31, 2007. Administrative expenses decreased during the year ended December 31, 2007, compared to the year ended
December 31, 2006, largely because of reduced bonus expenses. Selling, general and administrative expenses as a percentage of net sales increased from 17.2% for the year ended December 31, 2006 to 19.3% for 2007.

Income (Loss) from Operations.Income (loss) from operations decreased by $9.3 million, or 14.5%, from $63.8 million for the year ended
December 31, 2006 to $54.5 million for 2007. The decrease in income (loss) from operations was a result of factors described above. Income from operations as a percentage of net sales decreased from 14.5% for the year ended December 31,
2006 to 13.8% for 2007.

Interest, Amortization of Deferred Financing fees and Other Expenses. Holdings consolidated interest,
amortization of deferred financing fees and other expenses increased $1.0 million, or 4.3%, from $24.3 million for the year ended December 31, 2006 to $25.3 million for 2007. Interest expense increased $0.9 million from increased indebtedness,
mainly attributable to the increase in the Senior Discount Notes due to accretion. The average debt balances were $259.6 million and $249.1 million during the years ended December 31, 2007 and 2006, respectively. The borrowing rates on the
Senior Subordinated Notes and the Senior Discount Notes are fixed at 9.0% and 9.75%, respectively. The borrowing rate on the unsecured notes used to repurchase the equity interest of two former equity holders is 8.45%. Amortization of deferred
financing charges remained flat at $1.5 million for the years ended December 31, 2007 and 2006. Interest, amortization of deferred financing fees and other expenses as a percentage of net sales increased from 5.5% for the year ended
December 31, 2006 to 6.4% for 2007.

Interest, amortization of deferred financing fees and other expenses for Norcraft decreased $0.2 million, or
1.5%, from $14.6 million for the year ended December 31, 2006 to $14.4 million for 2007. Interest, amortization of deferred financing fees and other expenses as a percentage of net sales increased from 3.3% for the year ended December 31,
2006 to 3.7% for 2007.

Net Income (Loss). Holdings net income (loss) decreased by $10.3 million, or 26.1%, from $39.5 million for the
year ended December 31, 2006 compared with $29.2 million for 2007, for the reasons described above. Net income (loss) as a percentage of net sales for Holdings decreased from 9.0% for the year ended December 31, 2006 to 7.4% for 2007.

Norcrafts net income (loss) decreased by $9.1 million, or 18.4%, from $49.2 million for the year ended December 31, 2006, compared with $40.1
million for 2007, for the reasons described above. Net income (loss) as a percentage of net sales for Norcraft decreased from 11.2% for the year ended December 31, 2006 to 10.2% for 2007.

Liquidity and Capital Resources

Cash Flows

Our primary cash needs are working capital, capital expenditures, display cabinets, members tax distributions and debt service. We finance these cash
requirements through internally-generated cash flow and, if necessary, funds borrowed under credit facilities.

Cash provided by operating activities of
Holdings was $42.4 million for the year ended December 31, 2008, compared with $62.9 million for 2007, a decrease of $20.5 million. The decrease was primarily due to the decrease in net income (loss) after impairment charges of $97.2 million
(or $23.3 million before the impairment charge described above).



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Cash provided by operating activities of Norcraft was $42.6 million for the year ended December 31, 2008, compared
with $63.3 million for 2007, a decrease of $20.7 million. The decrease was primarily due to the decrease in net income (loss) after impairment charges of $96.3 million (or $22.4 million before the impairment charge described above).

Cash used in investing activities was $7.1 million for the year ended December 31, 2008, compared with $14.2 million for 2007. Additions to display cabinets were
$4.1 million for the year ended December 31, 2008, compared to $7.8 million during 2007, a decrease of $3.7 million. Additionally, capital expenditures were $3.0 million and $6.9 million for the years ended December 31, 2008 and 2007,
respectively, a decrease of $3.9 million. Offsetting the aforementioned decreases were insurance proceeds from involuntary asset disposal of $0.5 million for the year ended December 31, 2007.

Cash used in financing activities of Holdings was $4.4 million for the year ended December 31, 2008, compared with $24.1 million in 2007, a decrease of $19.7
million. This decrease was due to lower distributions to members of $16.4 million, lower repurchases of Senior Subordinated Notes of $2.0 million and lower repurchases of members interests of $1.9 million offset by lower proceeds from issuance
of member interests of $0.6 million.

Cash used in financing activities of Norcraft was $4.6 million for the year ended December 31, 2008, compared
with $24.6 million in 2007, a decrease of $20.0 million. This decrease was due to lower distributions to members of $16.7 million, lower repurchases of Senior Subordinated Notes of $2.0 million and lower repurchases of members interests of
$1.9 million offset by lower proceeds from issuance of member interests of $0.6 million.

Debt Structure

On October 21, 2003, concurrent with the Acquisition, Norcraft Companies, L.P. entered into a $70.0 million senior credit facility with third parties for up to $25.0
million in available revolving funds and a $45.0 million term loan with an original maturity of October 21, 2008 (the Original Agreement). Advance debt payments were made on this term loan, and it was repaid in full during 2005.

On May 2, 2006, the Company entered into an amended and restated credit facility with the same parties as the Original Agreement. The amendment
increased the revolving credit facility to $60.0 million, removed the term loan facility, modified the interest rate and changed certain covenants. On March 27, 2009, the Company elected to terminate the amended credit facility.

Approximately $5.4 million of letters of credit were outstanding at December 31, 2008 and 2007. Following the termination of the amended credit facility, during the
first quarter of 2009, the Company collateralized these letter of credit obligations with approximately $5.6 million of cash.

On October 21, 2003,
Norcraft and Norcraft Finance Corp., a 100% owned finance subsidiary of Norcraft, issued, on a joint and several basis, $150 million, 9% senior subordinated notes due in 2011 (the Senior Subordinated Notes). Norcraft Finance Corp. was
formed on September 26, 2003 and has no operations. Interest accrues on the Senior Subordinated Notes and is payable semiannually on May 1 and November 1 of each year at a rate of 9% per annum. The Senior Subordinated Notes are
subordinated to all existing and future senior debt, including any indebtedness under the senior credit facility.

Norcraft has the option to redeem the
notes, in whole or part, at a redemption price equal to 100% of the principal amount plus a premium declining ratably to par, plus accrued and unpaid interest. On August 21, 2007, Norcraft repurchased and cancelled $2.0 million of its Senior
Subordinated Notes at a purchase price of $2.0 million plus accrued interest of $55,000.

If Norcraft experiences a change of control, we may be required
to offer to purchase the Senior Subordinated Notes at a purchase price equal to 101% of the principal amount, plus accrued and unpaid interest.

Additionally, the terms of the indenture governing the Senior Subordinated Notes limit the Companys ability to, among other things, incur additional indebtedness, dispose of assets, make acquisitions, make other investments, pay
dividends and make various other payments. The terms also include cross-default provisions.

On
August 17, 2004, Holdings and Norcraft Capital Corp., a 100% owned finance subsidiary of Holdings, issued, on a joint and several basis, $118.0 million aggregate principal amount at maturity ($80.3 million gross proceeds) of 9 3/4% Senior Discount Notes due 2012. The net proceeds of this offering were used to make a distribution to Holdings limited
partners.



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Norcraft Capital Corp. was formed on August 12, 2004 and has no operations. Interest accrued on the Senior Discount Notes in the form of an increase in
the accreted value of the note prior to September 1, 2008. Since that time, cash interest on the Senior Discount Notes accrues and is payable semiannually in arrears on March 1 and September 1 of each year at a rate of 9 3/4% per annum. The first cash interest payment was made on March 1, 2009. Holdings has no independent operating assets or
liabilities other than its investment in its subsidiaries.

Holdings may redeem the Senior Discount Notes, in whole or in part, at a redemption
price equal to 100% of the principal amount plus a premium, declining ratably to par, plus accrued and unpaid interest.

If Holdings experiences a change
in control, it may be required to offer to purchase the Senior Discount Notes at a purchase price equal to 101% of the accreted value plus accrued and unpaid interest.

Additionally, the terms of the indenture governing the Senior Discount Notes limit Holdings ability to, among other things, incur additional indebtedness, dispose of assets, make acquisitions, make other
investments, pay dividends and make various other payments. The terms also include cross-default provisions. Holdings was in compliance with these covenants at December 31, 2008.

Holdings currently relies on distributions from Norcraft in order to pay cash interest on the Senior Discount Notes. As of December 31, 2008, Norcraft had $59.4 million of cash and cash equivalents. In March
2009, Norcraft distributed approximately $5.7 million to Holdings to enable it to make cash interest payments on the Senior Discount Notes. Recently, Norcraft distributed an additional $10.0 million to Holdings to enable it to make future cash
interest payments on the Senior Discount Notes. Pursuant to restrictions in the indenture governing the Senior Subordinated Notes, subject to certain exceptions, Norcraft is generally limited to making distributions to Holdings and its equity
holders equal to approximately 50% of Norcrafts cumulative consolidated net income, and up to an additional $10.0 million of other distributions. The previous distributions have been made pursuant to the cumulative consolidated net income
test. However, the incurrence of the impairment charge with respect to goodwill and other intangibles described above will result in Norcrafts cumulative consolidated net income (after considering previous distributions) being negative for the
foreseeable future and therefore, significantly restrict the amount of cash that Norcraft may distribute to Holdings and its equity holders. We currently anticipate that such permitted distributions, together with funds from the recent distribution
made to Holdings, will be sufficient to allow Holdings to make cash interest payments on the Senior Discount Notes through the end of 2010. No assurances can be made that such distributions will be available, however, and if Norcraft is not
permitted to make additional cash distributions to Holdings, Holdings will be required to raise additional proceeds through equity or debt financings in order to fund such obligations. Such financing may not be available on terms acceptable to us or
at all.

We generally anticipate that the funds generated by operations and current available cash balances will be sufficient to meet working capital
requirements, make required member tax distributions and to finance capital expenditures over the next 12 to 18 months. There can be no assurance, however, that our business will generate sufficient cash flow from operations, that anticipated net
sales growth and operating improvements will be realized or that future equity or debt financing will be sufficient to enable us to service our indebtedness or to fund our other liquidity needs.

CONTRACTUAL OBLIGATIONS

The following is a summary of our
contractual cash obligations as of December 31, 2008, including payments to be made pursuant to the management and monitoring agreement:



|                                      |  |                          |       |                |   |           |  |           |       |              |   |       |  |   |    
|------------------------------------- |  | ------------------------ | ----- | -------------- | - | --------- |  | --------- | ----- | ------------ | - | ----- |  | - | ---
|                                      |  | Norcraft Holdings, L.P. 
|Contractual Obligations               |  | Total                    |       | LessThan1 year |   | 1-2 years |  | 3-5 years |       | After5 Years
|                                      |  | (in millions)           
|Operating leases                      |  | $                        | 5.3   |                | $ | 2.5       |  | $         | 2.3   |              | $ | 0.5   |  | $ |   
|Senior subordinated notes (principal) |  |                          | 148.0 |                |   |          |  |           | 148.0 |              |   |      |  |   |   
|Senior subordinated notes (interest)  |  |                          | 36.6  |                |   | 13.3      |  |           | 23.3  |              |   |      |  |   |   
|Senior discount notes (principal)     |  |                          | 118.0 |                |   |          |  |           |      |              |   | 118.0 |  |   |   
|Senior discount notes (interest)      |  |                          | 46.0  |                |   | 11.5      |  |           | 23.0  |              |   | 11.5  |  |   |   
|Unsecured notes (principal)           |  |                          | 0.5   |                |   | 0.5       |  |           |      |              |   |      |  |   |   
|Management fees (1)                   |  |                          | 7.0   |                |   | 1.0       |  |           | 2.0   |              |   | 3.0   |  |   | 1.0
|                                      |  |                          |       |                |   |           |  |           |       |              |   |       |  |   |    
|                                      |  |                          |       |                |  
|Total contractual cash obligations    |  | $                        | 361.4 |                | $ | 28.8      |  | $         | 198.6 |              | $ | 133.0 |  | $ | 1.0
|                                      |  |                          |       |                |   |           |  |           |       |              |   |       |  |   |    
|                                      | 
|                                      |  | Norcraft Companies, L.P.
|Contractual Obligations               |  | Total                    |       | LessThan1 year |   | 1-2 years |  | 3-5 years |       | After5 Years
|                                      |  | (in millions)           
|Operating leases                      |  | $                        | 5.3   |                | $ | 2.5       |  | $         | 2.3   |              | $ | 0.5   |  | $ |   
|Senior subordinated notes (principal) |  |                          | 148.0 |                |   |          |  |           | 148.0 |              |   |      |  |   |   
|Senior subordinated notes (interest)  |  |                          | 36.6  |                |   | 13.3      |  |           | 23.3  |              |   |      |  |   |   
|Management fees (1)                   |  |                          | 7.0   |                |   | 1.0       |  |           | 2.0   |              |   | 3.0   |  |   | 1.0
|                                      |  |                          |       |                |   |           |  |           |       |              |   |       |  |   |    
|                                      |  |                          |       |                |  
|Total contractual cash obligations    |  | $                        | 196.9 |                | $ | 16.8      |  | $         | 175.6 |              | $ | 3.5   |  | $ | 1.0
|                                      |  |                          |       |                |   |           |  |           |       |              |   |       |  |   |    



|(1) | In connection with the Acquisition, we entered into a management and monitoring agreement with affiliates of each of SKM Equity Fund III, L.P. and Trimaran Fund II, L.L.C.
Pursuant to the management and monitoring agreement, we will pay such affiliate entities an aggregate annual fee of $1.0 million for so long as they maintain certain levels of equity ownership in our parent.
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



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Taxes; Distributions to our Limited Partners

Holdings is a limited partnership. As such, our income is allocated to our limited partners for inclusion in their respective tax returns. Accordingly, no liability or provision for federal income taxes and deferred
income taxes attributable to our operations are included in our financial statements. We are subject to various state and local taxes.

The indentures
governing the Senior Subordinated Notes significantly restrict Norcraft and its subsidiaries from paying dividends and otherwise transferring assets to Holdings. Norcraft may, however, make distributions to Holdings, subject to certain limitations,
to permit it to make further distributions to its equity holders to pay taxes on our net income allocated to them. Tax distributions for the years ended December 31, 2008, 2007 and 2006 were $2.3 million, $11.8 million and $15.3 million,
respectively.

The Company made no other cash distributions to the holders of its Class A and Class B units in Holdings during the year ended
December 31, 2008 and made a total of $6.9 million and $36.5 million during the years ended December 31, 2007 and 2006, respectively. In 2007, the exercise price of the Class D units in Holdings subject to the management incentive plan was
modified (as described in Part IV, Item 15, Exhibits and Financial Statement Schedules, Note 8, Members Equity), and the right to purchase Class A units in Holdings by Buller Norcraft Holdings, L.L.C. was also
modified (as described in Part III, Item 11, Executive Compensation). There was no significant impact to its financial statements resulting from the modification in exercise price of the Class D units.

Inflation; Seasonality

Our cost of sales is subject to inflationary
pressures and price fluctuations of the raw materials we use. We have generally been able over time to recover the effects of inflation and price fluctuations through sales price increases.

Our sales have historically been moderately seasonal and have been strongest in April through October which coincides with construction seasonality.



|Item 7A. | Quantitative and Qualitative Disclosures About Market Risk
|-------- | ----------------------------------------------------------

As of
December 31, 2008, the Company had a $60.0 million revolving credit facility which had a variable rate of interest and had the potential to expose the Company to fluctuations in the interest rate market. As of December 31, 2008, there were no
borrowings under this facility. On March 27, 2009, the Company elected to terminate this facility.



|Item 8. | Financial Statements and Supplementary Data
|------- | -------------------------------------------

The financial
statements required by this item are set forth starting on page F-1 and the related financial schedule is set forth on page S-1.



|Item 9. | Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
|------- | ------------------------------------------------------------------------------------

None.



|Item 9A. | Controls and Procedures
|-------- | -----------------------

Evaluation of Disclosure Controls and
Procedures

The Companys management, with the participation of the Companys Chief Executive Officer and Chief Financial Officer, has
evaluated the effectiveness of the Companys disclosure controls and procedures, as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the Exchange Act), as of the end of the
period covered by this Annual Report on Form 10-K. Based on that evaluation, the Companys Chief Executive Officer and Chief Financial Officer concluded that the Companys disclosure controls and procedures were effective as of
December 31, 2008 to provide reasonable assurance that the information required to be disclosed by the Company in the reports it files or submits with the Securities and Exchange Commission is recorded, processed, summarized and reported within
the time periods specified in Securities and Exchange Commission rules and forms.

Managements Report on Internal Control over Financial Reporting

The Companys internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of
financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. The Companys internal control over financial reporting includes those policies and procedures
that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Company; (ii) provide reasonable assurance that transactions are recorded as
necessary to permit preparation of financial statements in accordance with accounting principles generally accepted in the United States of America, and that receipts and expenditures of the Company are being made only in accordance with



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authorizations of management and directors and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition,
use or disposition of the Companys assets that could have a material effect on the financial statements.

Because of its inherent limitations,
internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions,
or that the degree of compliance with the policies or procedures may deteriorate.

The Companys management is responsible for establishing and
maintaining adequate internal control over financial reporting, as defined in the Exchange Act Rule 13a-15(f). The Companys management conducted an assessment of the Companys internal control over financial reporting based on the
framework established by the Committee of Sponsoring Organizations of the Treadway Commission in Internal ControlIntegrated Framework. Based on this assessment, the Companys management has concluded that, as of December 31,
2008, the Companys internal control over financial reporting is effective.

This annual report does not include an attestation report of the
Companys independent registered public accounting firm regarding internal control over financial reporting. Managements report was not subject to attestation by the Companys independent registered public accounting firm pursuant to
temporary rules of the Securities and Exchange Commission that permit the Company to provide only managements report in this annual report.

Changes in Internal Control over Financial Reporting

As part of our evaluation of the effectiveness of internal controls over financial
reporting described above, we made certain improvements to our internal controls. However, there were no changes in our internal controls over financial reporting that occurred during our most recent fiscal quarter that have materially affected, or
are reasonably likely to materially affect, our internal control over financial reporting.



|Item 9B. | Other Information
|-------- | -----------------

None.



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PART III



|Item 10. | Directors, Executive Officers and Corporate Governance
|-------- | ------------------------------------------------------

Norcraft
GP, L.L.C. (Norcraft GP) is the general partner of both Norcraft and Holdings. The following table sets forth information about the members of the board of managers of our general partner and our executive officers:



|                   |  |     |  |                                               
|------------------ |  | --- |  | ----------------------------------------------
|Name               |  | Age |  | Position(s)                                   
|Mark Buller        |  | 44  |  | President, Chief Executive Officer and Manager
|                   |  |    
|Kurt Wanninger     |  | 48  |  | President, Mid Continent                      
|                   |  |    
|Simon Solomon      |  | 56  |  | President, UltraCraft                         
|                   |  |    
|John Swedeen       |  | 58  |  | President, StarMark                           
|                   |  |    
|Leigh Ginter       |  | 43  |  | Chief Financial Officer                       
|                   |  |    
|Herb Buller        |  | 67  |  | Chairman of the Board of Managers             
|                   |  |    
|Jay Bloom          |  | 53  |  | Manager                                       
|                   |  |    
|David Kim          |  | 42  |  | Manager                                       
|                   |  |    
|Michael Maselli    |  | 49  |  | Manager                                       
|                   |  |    
|Christopher Reilly |  | 46  |  | Manager                                       

Set forth below is a brief description of the business experience of each of the members of the board of managers
of our general partner and our executive officers.

Mark Buller became our chief executive officer and a member of our general partners board
of managers upon consummation of the Acquisition. Mr. Buller has over 21 years of experience in the cabinetry industry and has been a chief executive officer or division president of a cabinet manufacturer during the past 11 years. From 1987 to
1996, Mr. Buller served in various management positions at Kitchen Craft Cabinets, a Canadian cabinetry maker. From 1996 to 1999, Mr. Buller was president of Kitchen Craft and following its acquisition by Omega Cabinets, Ltd.,
Mr. Buller continued as president of Kitchen Craft from 1999 to 2000. Mr. Buller was appointed chief executive officer of Omega in 2000 and remained in that position until 2002, leaving Omega after it was sold to Fortune Brands, Inc.

Kurt Wanningerbecame president of our Mid Continent division in January of 2006. Mr. Wanninger has over 29 years of manufacturing industry
experience, including over 7 years with MasterBrand Cabinets, Inc. While at MasterBrand Cabinets, Mr. Wanninger served as the executive vice president of operations. His responsibilities included the supply chain for this
$2.0 billion organization, leading 16 plants and 7,500 employees, producing 30,000 cabinets per day. Prior to Mr. Wanningers kitchen cabinet experience, he worked for Electrolux as the general manager of the Poulan Weedeater
Division supporting $600 million in annual revenue producing gas weedeaters, chain saws and leaf blowers. Prior to joining Electrolux, Mr. Wanninger spent 17 years at a significant supplier to the automotive industry holding various
operational positions. Mr. Wanninger received a bachelors degree in business administration from Bellevue University and an associates degree from Iowa Western in operations management.

Simon Solomonoriginally joined our company in June 2000 when we purchased UltraCraft. He continued to serve as the president of UltraCraft until his departure
from the Company on August 31, 2006. He resumed his role as the president of UltraCraft after rejoining the Company on February 13, 2008. Cumulatively, he has over 14 years experience serving as the president of UltraCraft. He also has
over 30 years total experience in the building industry. Prior to joining UltraCraft, Mr. Solomon worked in a variety of sales positions at Thomasville Furniture, his latest being general manager of its Armstrong Furniture division, and also
served as senior vice president of sales and marketing at Lineage Home Furnishings, a subsidiary of Masco Corporation. Mr. Solomon received a bachelors degree in political science and history from the University of Pittsburgh and a
masters degree in international management from the American Graduate School of International Management.

John Swedeen joined our company in
2002 when we purchased StarMark. Mr. Swedeen has been in his current role as the president of StarMark since 1998. Prior to joining StarMark, he served as vice president of sales and marketing for Weiser Lock, a subsidiary of Masco Corporation.
Prior to joining Masco, he served in various capacities for Ingersoll-Rand Company, most recently as vice president of marketing for its Architectural Hardware Group. Mr. Swedeen received a bachelors degree in business administration from
Georgia State University and completed an executive education program at Stanford Graduate School of Business.



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Leigh Ginterjoined our company in December 1997 as corporate controller and became our chief financial officer
upon consummation of the Acquisition. In October 2001, he was appointed our vice president and controller, responsible for overseeing the finances of all of our business divisions as well as monitoring our overall financial performance. Prior to
joining our company, Mr. Ginter spent five years as controller for Beckman Produce, an $80 million wholesale produce distributor in St. Paul, Minnesota. Mr. Ginter began his career at Lampert Lumber, serving in a variety of accounting
positions during his five years with the company. Mr. Ginter received a bachelors degree in accounting from Metropolitan University.

Herb
Buller joined our company as chairman of our general partners board of managers upon the consummation of the Acquisition. Prior to joining our company, Mr. Buller founded Kitchen Craft Cabinets, a Canadian cabinetry maker, in 1971.
Mr. Buller served as chief executive officer of Kitchen Craft until December 2002. Mr. Buller received a bachelors degree and a certificate of education from University of Manitoba. He serves on the board of Teen Challenge and is the
chairman of Family Life Network.

Jay Bloom joined our company as a member of our general partners board of managers upon consummation of the
Acquisition. Mr. Bloom is a founder and managing partner of Trimaran Fund Management L.L.C. In addition, he is a member of the Investment Committee of Trimaran Advisors, L.L.C. Prior to co-founding Trimaran Fund Management L.L.C.,
Mr. Bloom was a vice chairman of CIBC World Markets Corp. and co-head of the CIBC Argosy Merchant Banking Funds. Prior to joining CIBC World Markets Corp. in 1995, Mr. Bloom was a founder and managing director of The Argosy Group L.P.
Mr. Bloom received a bachelors degree and a masters degree in business administration from Cornell University and a juris doctor from Columbia University School of Law. Mr. Bloom currently serves on the board of directors of
Educational Services of America, Inc., El Pollo Loco, Inc., PrimeCo Wireless Communications L.L.C. and Standard Steel, L.L.C.

David Kim joined our
company as a member of our general partners board of managers upon the consummation of the Acquisition. Mr. Kim is currently a partner at Apax Partners, L.P. and was involved in Apax Partners investments in Contech Construction
Products, Empire Pacific Windows, Tommy Bahama and RSI Home Products. Before joining Saunders, Karp & Megrue, LLC, a predecessor to Apax Partners, in March 2000, Mr. Kim was a principal with Butler Capital Corporation, a middle market
private equity firm. While there, Mr. Kim was involved in Butler Capitals investments in Omega Cabinets, Ltd., Contech Construction Products and the Beckley-Cardy Group. Prior to Butler Capital, Mr. Kim graduated from the U.S. Army
Airborne and Ranger schools and served as an artillery officer. Mr. Kim received a bachelors degree, with honors, from West Point and a masters degree in business administration from Harvard Business School. Mr. Kim currently
serves as a member of the boards of Contech Construction Products and Spyder Active Sports.

Michael Maselli joined our company as a member of our
general partners board of managers upon consummation of the Acquisition. Mr. Maselli is a managing director of Trimaran Fund Management, L.L.C. Before joining Trimaran in February 2003, Mr. Maselli worked in the Corporate and
Leverage Finance Groups of CIBC World Markets. Prior to joining CIBC in 1997, Mr. Maselli served as a managing director in Bear Stearns corporate finance group and, prior to that, as a vice president at Kidder Peabody. Mr. Maselli
received a bachelors degree in economics from the University of Colorado and a masters degree in business administration, with distinction, from The A.B. Freeman School at Tulane University. Mr. Maselli serves on the board of
directors of Standard Steel, L.L.C.

Christopher Reilly joined our company as a member of our general partners board of managers upon
consummation of the Acquisition. Mr. Reilly is a founding partner at KarpReilly, LLC. Prior to founding KarpReilly, LLC, Mr. Reilly was a partner at Apax Partners, L.P. Before joining Saunders, Karp & Megrue, LLC, the predecessor
to Apax Partners, in 1990, Mr. Reilly served in the Merchant Banking and Finance, Administration and Operations Departments of Morgan Stanley & Co. Incorporated. Prior to joining Morgan Stanley, Mr. Reilly spent two years at
Bankers Trust. Mr. Reilly received a bachelors degree from Providence College and a masters degree in business administration from New York Universitys Leonard N. Stern School of Business. Mr. Reilly is currently a member
of the board of directors of ZTejas, Inc., Habit Burger Grill, S.B. Restaurant Co. (Elephant Bar), Comark, Inc. and Bobs Discount Furniture.

Other than with respect to Herb Buller and Mark Buller, who are father and son, respectively, there are no family relationships among members of our general partners board of managers and our executive officers.



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Corporate Governance

Our general partners board of managers manages our business and affairs as provided by its limited liability company agreement and conducts its business through meetings of the board of managers. Pursuant to the general partners
limited liability company agreement, each of the representatives of Apax Partners who sit on our general partners board of managers, Mr. Reilly and Mr. Kim, are each entitled to cast 2.5 votes with respect to each matter which is
submitted to a vote before our general partners board of managers. Trimaran is entitled to designate two managers, and an entity associated with our Chief Executive Officer, Mark Buller, is entitled to designate two managers, each of which
will have one vote. As a result, the managers appointed by Apax Partners investors together hold a majority of the votes to be cast on each matter submitted to a vote before our general partners board of managers. See Part III, Item 13,
Certain Relationships and Related Transactions and Director IndependenceArrangements with Our Investors.

Audit Committee

The board of managers of Norcraft GP has a separately designated standing audit committee established in accordance with Section 3(a)(58)(A) of
the Securities Exchange Act of 1934, as amended (the Exchange Act). The members of the audit committee are Christopher Reilly, David Kim and Michael Maselli.

The board of managers of Norcraft GP has not determined whether or not any of its members who serve on the audit committee of the board of managers of Norcraft GP is an audit committee financial expert as
that term is defined by SEC rules. The board of managers of Norcraft GP has determined, however, that the absence from its audit committee of a person who would qualify as an audit committee financial expert does not impair the ability of its audit
committee to provide effective oversight of the Companys external financial reporting and internal control over financial reporting. Accordingly, the board of managers of Norcraft GP does not intend to add a person to its membership solely for
the purpose of adding an audit committee financial expert. In reaching its determination that the members of the audit committee, as it is presently constituted, have sufficient knowledge and experience to exercise effective oversight without the
addition of an audit committee financial expert, the board of managers of Norcraft GP considered the knowledge gained by the current members of the audit committee in connection with their prior experience.

Code of Ethics

We have adopted a code of business conduct and ethics
for managers, officers (including the principal executive officer and principal financial officer) and employees, known as the Code of Business Ethics and Conduct. The Code of Business Ethics and Conduct is available on our website at
http://www.norcraftcompanies.com. Interested parties may request a free copy of a Code of Business Ethics and Conduct from:

Norcraft Companies, L.P.

3020 Denmark Avenue, Suite 100

Eagan, MN 55121

Phone: (651)234-3300

Fax: (651)234-3398

E-mail:
leigh.ginter@norcraftcompanies.com



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|Item 11. | Executive Compensation
|-------- | ----------------------

This compensation discussion describes the
material elements of the compensation awarded to, earned by, or paid to our directors and officers who are considered named executive officers during our last three completed fiscal years. Named executive officers consist of the
individual who served as our chief executive officer in 2006, 2007 and 2008, Mark Buller, the individual who served as our chief financial officer in 2006, 2007 and 2008, Leigh Ginter, and the most-highly compensated individuals serving as executive
officers at the end of 2006, 2007 and 2008: (i) Kurt Wanninger, the president of our Mid Continent division, (ii) John Swedeen, the president of our StarMark division, (iii) Simon Solomon, the president of our UltraCraft division
(except for the period August 31, 2006 to February 13, 2008, during which time Mr. Solomon was not employed by the Company) and (iv) David Romeo, the former president of our UltraCraft division from March 9, 2006 to
September 24, 2007.

Compensation Discussion and Analysis

Compensation Philosophy

Our compensation programs are intended to attract and retain vital employees, motivating and rewarding them
for outstanding performance. Some programs are geared towards the short-term, while others are intended to foster long-term performance with the goal of increasing member value over the long term. Executive compensation programs can influence all
employees by establishing general compensation levels and creating an atmosphere of goals, rewards and expectations. Because we believe that every employees performance is important to our success, we are careful of the effect of executive
compensation and incentive programs on all of our employees.

Our Compensation Committee and Compensation Process

The board of managers of Norcraft GP has a separately designated compensation committee composed of three non-employee, independent directors. The committee is
responsible for establishing and administering the policies that govern both annual compensation and equity ownership. They review and approve salaries, bonus and incentive compensation, equity compensation and all other forms of compensation for
our named executive officers. The compensation committee is also responsible for reviewing and administering our incentive compensation plans, equity incentive programs and other benefit plans. Currently, the members of our compensation committee
are Christopher Reilly, David Kim and Michael Maselli.

Components of our executive compensation include salary, bonus, equity incentive awards, health
insurance, disability and life insurance. Executive base salaries are set by the compensation committee. Our compensation committee also approves and adopts the management incentive plan for the new fiscal year and grants Class D unit awards to all
of our executive officers and certain other eligible employees.

The Class D unit awards represent grants of profits interests in Holdings
pursuant to its incentive plan. These units receive tax distributions based on our net income allocated to them. The Class D unit awards are subject to time and performance-based vesting set forth in our incentive plan and the individual award
certificate (the terms of which are set at the time of grant). Vested Class D units are convertible at the option of the holder into Class A units of Holdings at a price equal to the fair market value of a Class A unit on the date such
Class D unit was granted.

We maintain health and dental insurance plans for the benefit of eligible employees, including the named executive officers.
Each of these benefit plans requires the employee to pay a portion of the premium, with our company paying the remainder. We also maintain a 401(k) retirement plan that is available to all eligible employees. As of December 31, 2008, we matched
elective employee-participant contributions on the basis of 100% on the first 3 percent and 50% match on the next 2 percent of the employees contribution. Life, accidental death and dismemberment and short and long term disability insurance
coverage is also offered to all eligible employees and premiums are paid in full by us. We also provide company paid travel and living expense benefits, company paid automobiles and severance to eligible employees. Other voluntary benefits, such as
supplemental life and accidental death insurance are also made available and paid for by the employee. The foregoing benefits are available to named executive officers on the same basis as all other eligible employees, subject to relevant regulatory
requirements.

Our compensation committee performs an annual review of each executives complete compensation history over each of the past five years
and compares it to the compensation of executives in an appropriate market comparison group. Mark Buller, the chief executive officer, makes compensation recommendations to the compensation committee for the executive



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officers who report to him. These executive officers are not present at the time of these discussions. Herb Buller, the chairman of our board of managers,
then makes a compensation recommendation to the compensation committee for Mark Buller, our chief executive officer. As noted above, Herb Buller is Mark Bullers father. The compensation committee ultimately determines Mark Bullers
compensation and he is not present at the time of these discussions.

We select each component of compensation to attract and retain vital executive
talent, reward annual performance and provide incentive for long-term focus on strategic goals. The amount of each component of compensation is determined by or under the control of our compensation committee, which uses the following factors to
determine the amount of salary and other benefits to pay each executive:



| |  |  | performance against corporate and individual goals for the previous year;
| | - |  | -------------------------------------------------------------------------



| |  |  | difficulty of achieving desired goals in the coming year;
| | - |  | ---------------------------------------------------------



| |  |  | value of their unique skills to support long-term performance of the Company;
| | - |  | -----------------------------------------------------------------------------



| |  |  | performance of their general management responsibilities; and
| | - |  | -------------------------------------------------------------



| |  |  | contribution as a member of the executive management team.
| | - |  | ----------------------------------------------------------

These components of our overall compensation program help to achieve the potential of our operations, growing sales and profitability, providing proper compliance and regulatory guidance and helping to create a productive team.

Our allocation between current and long-term compensation attempts to ensure adequate base compensation to attract and retain vital personnel, while providing
incentives to maximize long-term value for our members. We pay cash base salaries to meet the competition and reward performance on an annual basis in the form of bonus compensation. We provide non-cash compensation to reward superior long-term
performance and to improve retention.

In connection with joining our company, Mr. Wanninger and Mr. Romeo executed employment agreements and
received Class D unit awards in 2006. Additionally, Mr. Wanninger and Mr. Romeo were given the opportunity to purchase Class A units in Holdings. In recognition of performance, Mr. Ginter received a Class D unit award in 2006.
Details of these transactions are contained in the tables that follow.

Holdings made no cash distributions, other than tax distributions, to the holders
of its Class A and Class B units in Holdings during the year ended December 31, 2008 and a total of $6.9 million and $36.5 million during the years ended December 31, 2007 and 2006, respectively. This equated to approximately $0.05
and $0.27 per A and B unit in fiscal 2007 and 2006, respectively. In addition, the exercise price of the Class D units in Holdings, subject to the management incentive plan, was modified during June of 2007 (as described in Part IV, Item 15,
Exhibits and Financial Statement Schedules, Note 8, Members Equity), and the right to purchase Class A units in Holdings by Buller Norcraft Holdings, L.L.C. was also modified (as described in Part III,
Item 11, Executive Compensation). There was no significant impact to our financial statements resulting from the modification in exercise price of the Class D units.

Compensation Committee Interlocks and Insider Participation

During the fiscal years ended December 31,
2006, 2007 and 2008, none of the members of our compensation committee was ever an employee or officer of our company. Furthermore, none of our executive officers have ever served as a director or a member of the compensation committee of another
entity, one of whose executive officers served in a similar capacity at our company.

Compensation Committee Report

As described above, the current members of the compensation committee are Christopher Reilly, David Kim and Michael Maselli. Our compensation committee has reviewed and
discussed the compensation process described above. Based on its review and discussion of this process, the compensation committee recommended to the board of managers of Norcraft GP that this process be included within this 10-K.



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Specific Executive Compensation Disclosure

Summary Compensation Table

The following table sets forth the compensation earned by our named executive
officers in 2006, 2007 and 2008.



|                                        |      |      |         |           |         |          |   |                     |   |                                                 |           |                              |     |           |          
|--------------------------------------- | ---- | ---- | ------- | --------- | ------- | -------- | - | ------------------- | - | ----------------------------------------------- | --------- | ---------------------------- | --- | --------- | ---------
|Name and Title                          |      | Year |         | Salary($) |         | Bonus($) |   | OptionAwards($)
(1) |   | Non-EquityIncentive PlanCompensationEarnings($) |           | All OtherCompensation($) (2) |     |           | Total($) 
|Mark BullerChief Executive Officer      |      | 2006 |         | 386,387   |         | 298,945  |   |                    |   |                                                |           | 4,203,097                    |     |           | 4,888,429
|                                        | 2007 |      | 425,181 |           |        |          |  |                     |  |                                                 | 796,227   |                              |     | 1,221,408
|                                        |      | 2008 |         | 428,025   |         |         |   |                    |   |                                                |           | 720                          | (3) |           | 428,745  
|                                        |      |      |         |           |         |          |  
|Leigh GinterChief Financial Officer     |      | 2006 |         | 171,262   |         | 135,536  |   | 54,323              |   |                                                |           | 147,607                      |     |           | 508,728  
|                                        | 2007 |      | 196,154 |           |        |          |  |                     |  |                                                 | 33,618    |                              |     | 229,772  
|                                        |      | 2008 |         | 216,923   |         |         |   |                    |   |                                                |           | 9,312                        | (4) |           | 226,235  
|                                        |      |      |         |           |         |          |  
|John SwedeenPresident, StarMark         |      | 2006 |         | 237,745   |         | 175,016  |   |                    |   |                                                |           | 188,898                      |     |           | 601,659  
|                                        | 2007 |      | 250,077 |           | 173,017 |          |  |                     |  |                                                 | 41,479    |                              |     | 464,573  
|                                        |      | 2008 |         | 296,846   |         |         |   |                    |   |                                                |           | 17,373                       | (5) |           | 314,219  
|                                        |      |      |         |           |         |          |  
|Kurt WanningerPresident, Mid Continent  |      | 2006 |         | 307,693   |         | 302,307  |   | 813,923             |   |                                                |           | 44,196                       |     |           | 1,468,119
|                                        | 2007 |      | 358,077 |           | 110,000 |          |  |                     |  |                                                 | 15,063    |                              |     | 483,140  
|                                        |      | 2008 |         | 365,000   |         |         |   |                    |   |                                                |           | 87,049                       | (6) |           | 452,049  
|                                        |      |      |         |           |         |          |  
|Simon SolomonPresident, UltraCraft      |      | 2006 |         | 183,265   |         |         |   |                    |   |                                                |           | 6,192,375                    |     |           | 6,375,640
|                                        | 2007 |      |        |           |        |          |  |                     |  |                                                 | 2,116,701 |                              |     | 2,116,701
|                                        |      | 2008 |         | 174,939   |         |         |   |                    |   |                                                |           | 38,498                       | (7) |           | 213,437  
|                                        |      |      |         |           |         |          |  
|David RomeoFormer President, UltraCraft |      | 2006 |         | 177,404   |         | 20,000   |   | 512,225             |   |                                                |           | 173,522                      |     |           | 883,151  
|                                        | 2007 |      | 184,313 |           |        |          |  |                     |  |                                                 | 1,302,131 |                              |     | 1,486,444
|                                        | 2008 |      |        |           |        |          |  |                     |  |                                                 |          |                              |     |         



|(1) | Represents Class D Units of Holdings granted, but not yet fully vested, to our executive officers. All Class D units are profits interest issued pursuant to
Holdings incentive plan and remain subject to time and performance-based vesting. Amounts shown represent the estimated fair value of the Class D units calculated pursuant to SFAS No. 123R. For a full discussion of these calculations, see
Part IV, Item 15, Exhibits and Financial Statement Schedules, Note 8, Members Equity.
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(2) | Amounts shown include (a) company paid life insurance premiums; (b) the matching contributions made to the 401(k) savings plan on behalf of the named executive officer;
(c) travel and living expense benefits; (d) automobile; (e) cash payout of equity due to termination of employment; (f) interest and principal paid on note payable due to termination of employment; (g) severance payments;
and (h) the member distribution as described above.
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(3) | Includes $720 of life insurance premiums.
|--- | -----------------------------------------

|(4) | Includes $8,677 of matching contribution of 401(k) savings plan and $635 of life insurance premiums.
|--- | ----------------------------------------------------------------------------------------------------

|(5) | Includes $9,200 of matching contribution of 401(k) savings plan and $720 of life insurance premiums.
|--- | ----------------------------------------------------------------------------------------------------

|(6) | Includes $71,729 of relocation benefits, $9,200 of matching contribution of 401(k) savings plan and $720 of life insurance premiums.
|--- | ------------------------------------------------------------------------------------------------------------------------------------

|(7) | Includes severance paid in 2008 of $38,138 and $360 of life insurance premiums.
|--- | -------------------------------------------------------------------------------



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Management Equity Incentive Plan

Holdings adopted an Amended and Restated Management Incentive Plan in 2003, which we refer to as the incentive plan. The incentive plan provides for the grants of incentive Class D units to selected employees and
other persons providing services for us. The purposes of the incentive plan are to attract and retain the best available personnel, provide additional incentives to our employees and promote the success of our business.

The compensation committee of the board of managers of Norcraft GP administers the incentive plan. The administrator has the sole discretion to grant options to
employees and to determine the awards and incentive units granted under the plan. Incentive units may not be transferred other than in accordance with the agreement of limited partnership of Holdings.

Class D units issued under the incentive plan represent limited partnership interests in Holdings. The Class D units constitute profits interests, and
therefore, are permitted to receive distributions only after specified amounts have been paid to the holders of Class A units, Class B units and Class C units of Holdings. Distributions that would otherwise have been made on Class D units will
be reduced to the extent of the applicable distribution threshold. Accordingly, the amount of such distribution with respect to such a Class D unit shall be reduced up to the amount of such distribution until the aggregate amount of all such
reductions equals the amount of distributions to which the holders of Class D units would be entitled to receive if, immediately prior to the issuance of such unit, the assets of Holdings were sold at their fair market value, the liabilities of
Holdings were paid in full and the remaining proceeds were distributed in accordance with Holdings limited partnership agreement. Pursuant to the terms of Holdings' limited partnership agreement, holders of Class D units generally participate
only in liquidating distributions by Holdings, and then, only to the extent vested. The holders of Class D units are also entitled to receive distributions of their allocated percentages of Holdings' taxable net income to make tax payments.

Class D unit awards issued under the plan are subject to both time-based and performance-based vesting. The time-based awards generally represent 50% of
the Class D units granted to each holder and generally vest in equal increments over a 5 year period, with the first vesting typically to occur at the end of the first fully completed fiscal year after the date of grant. The performance-based awards
generally represent 50% of the Class D units granted to each holder and are subject to vesting in equal increments at the end of each year over a five year period if and to the extent we have met certain financial targets established by the Norcraft
GP board of managers at the time it establishes the budget for each such year. In connection with a change of control of our Company, any time-based awards will be immediately vested and any performance-based awards will be subject to immediate
vesting in the event that the return received by certain of our investors as a result of such change of control transaction exceeds a specified amount. The compensation committee has discretion to change these vesting terms at the time it approves a
grant of any individual award and otherwise in accordance with the terms of the plan. It further has discretion to accelerate the vesting of any award at any time. Unless otherwise determined by the compensation committee, all vesting of Class D
units is contingent upon a participants continued employment by us and in the event of a termination of employment any unvested Class D units are immediately forfeited.

Class D units issued under the incentive plan, to the extent vested, may be converted to Class A units of Holdings at any time by the holder thereof by paying a conversion price which is generally equal to the
value of a Class A unit award on the date such Class D unit award was granted. In the alternative, the Class D unit awards may be converted to Class A units through a cashless exercise feature set forth in the incentive plan.
Upon termination of a participants employment other than by us for cause, the incentive plan provides that any vested Class D units must be converted to Class A units of Holdings by the participant within 30 days or such units will
terminate and be forfeited. Upon termination of a participants employment by us for cause, the incentive plan provides that any vested Class D units will be immediately forfeited.

The incentive plan will terminate in October 2013. The board of managers of Norcraft GP may terminate the incentive plan at any time at its sole discretion. The board of managers of Norcraft GP may amend the incentive
plan subject to limited restrictions.



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Outstanding Equity Awards at Fiscal Year End

The following table sets forth the Class D units that have vested and that remain subject to vesting in the future for each of our named executive officers outstanding as of the end of 2008.



|                                        |  |                                                                |  |                                                                  |  |                       
|--------------------------------------- |  | -------------------------------------------------------------- |  | ---------------------------------------------------------------- |  | ----------------------
|                                        |  | Equity Awards (1)                                             
|                                        |  | Number of SecuritiesUnderlying UnexercisedUnits Exercisable(#) |  | Number of SecuritiesUnderlying UnexercisedUnitsUnexercisable (#) |  | Unit Exercise Price($)
|Mark BullerChief Executive Officer      |  | 2,613,292                                                      |  | 290,366                                                          |  | 0.12                  
|                                        |  |                                                                | 
|Leigh GinterChief Financial Officer     |  | 295,798                                                        |  | 59,082                                                           |  | 0.49                  
|                                        |  |                                                                | 
|John SwedeenPresident, StarMark         |  | 232,085                                                        |  | 25,787                                                           |  | 0.12                  
|                                        |  |                                                                | 
|Kurt WanningerPresident, Mid Continent  |  | 527,152                                                        |  | 527,152                                                          |  | 1.69                  
|                                        |  |                                                                | 
|Simon SolomonPresident, UltraCraft      |  |                                                               |  |                                                                 |  |                      
|                                        |  |                                                                | 
|David RomeoFormer President, UltraCraft |  |                                                               |  |                                                                 |  |                      



|(1) | Represents Class D units of Holdings granted, but not yet fully vested, to these executive officers. All Class D units remain subject to time and performance-based vesting. Under
the terms of the Plan the Class D units generally begin to vest on the December 31 of the first full year following the date of grant with 50% of the units typically vesting over a 5 year period and 50% vesting over a 5 year period subject to
the Company meeting certain performance based criteria in each of those years. Upon vesting, each Class D unit entitles the unit holder the option to purchase one Class A unit in Holdings. All Class D units will be issued with an exercise price
equal to the then fair value of Holdings Class A units and a distribution threshold that allows such Class D units to qualify as profits interests under applicable law.
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Employment Agreements and Arrangements upon Termination or Change of Control

Arrangements with Mark Buller

Mr. Buller entered into an employment agreement with us on October 21, 2003,
the initial term of which expired October 20, 2006. This term automatically extends for consecutive one-year periods unless he or Holdings declines to extend the term. Mr. Buller is entitled to receive $460,000 as his base salary for 2009,
with a targeted bonus of 50% of base salary, which bonus will be tied to certain financial performance objectives set by the board of managers of Norcraft GP. Pursuant to his employment agreement, Mr. Buller has, among other things, agreed that
(i) he will not disclose any of our trade secrets or confidential information, during and after the term of his employment, (ii) he will assign and disclose to us all intellectual property and proprietary rights developed or reduced to
practice that relate to our business, during and for 3 months after the term of his employment and (iii) he will not compete against us and will not solicit nor hire any of our current employees, regardless of the reason for his termination,
during and for two years after the term of his employment.

In the event we terminate Mr. Bullers employment without cause (as defined in his
agreement) or if he terminates his employment for good reason (as defined in his agreement), he will continue to receive his base salary for 18 months following the date of termination. He will also be entitled to receive a pro-rated portion of any
bonus accrued for the year in which termination occurred (payable when the bonus would have otherwise been paid) and certain other health and welfare benefits in accordance with his agreement. If we had terminated Mr. Bullers employment
without cause or if he had terminated his employment for good reason as of December 31, 2008, Mr. Buller would have been entitled to receive an aggregate $690,000 pursuant to such provisions in his employment agreement (payment of which
would be made over time and subject to the provisions of such agreement).



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In the event we terminate Mr. Bullers employment for cause or if he terminates his employment other than for
good reason, we are not obligated to provide Mr. Buller any severance other than his accrued and unpaid base salary and certain other health and welfare benefits in accordance with his agreement.

In the event of Mr. Bullers death or disability, he is entitled to receive his accrued and unpaid base salary, a pro-rated portion of any bonus accrued for
the year in which his employment ceased (payable when the bonus would have otherwise been paid) and certain other health and welfare benefits in accordance with his agreement.

Buller Norcraft Holdings, L.L.C., an entity affiliated with Mr. Buller, Herb Buller and certain other members of the Buller family, currently holds 15.5 million Class A units in Holdings and MEB
Norcraft, L.L.C., another entity affiliated with Mr. Buller, currently holds approximately 2.9 million Class D units in Holdings. In connection with any termination of Mr. Bullers employment, such Class D units will be
immediately forfeited. However, in the event that such termination is not by us for cause, immediately prior to such forfeiture, the holder will be entitled to convert each of the vested Class D units held by it to Class A units at a conversion
price equal to the fair market value of a Class A unit of Holdings at the time such Class D unit was originally granted. The conversion price for these Class D units is $0.12.

In accordance with the Holdings limited partnership agreement, if Mr. Bullers employment is terminated by us for cause, Holdings has the option to repurchase all units held by Buller Norcraft Holdings,
L.L.C. and all units held by MEB Norcraft, L.L.C. at a purchase price equal to, in the case of units considered to be beneficially held by Mr. Buller, the lower of cost or the fair market value of such units, and in the case of all other such
units, the fair market value of such units. If Mr. Bullers employment is terminated by Mr. Buller other than for good reason, Holdings has the option to repurchase all units held by Buller Norcraft Holdings, L.L.C. at a purchase
price equal to the fair market value of such units. If Mr. Bullers employment is terminated for any reason other than by us for cause, Holdings has the option to repurchase all units held by MEB Norcraft, L.L.C. at a purchase price equal
to the fair market value of such units.

In addition, in the event Mr. Buller's employment is terminated due to his death or a disability, he or his
estate may request that Holdings purchase his outstanding interests in Holdings for fair market value. Pursuant to its limited partnership agreement, Holdings agrees to undertake commercially reasonable effectors to purchase such interests, subject
to its current financial condition permits, including without limitation the restrictions imposed by its then outstanding debt agreements.

Upon certain
corporate events, including a change of control of our company, Buller Norcraft Holdings, L.L.C. is entitled to receive a change of control bonus of up to $4.0 million (pending the Company successfully achieving various financial goals and rates of
return for certain investors) and has the right to purchase up to 1,478,553.86 additional Class A units for $2.00 per unit and an additional 1,478,553.86 Class A units for $2.50 per unit.

Finally, pursuant to the Holdings limited partnership agreement, Buller Norcraft Holdings, L.L.C. has a right of first offer to purchase our company upon a decision by
Norcraft GPs board of managers to engage in a sale transaction. See Part III, Item 13, Certain Relationships and Related Transactions and Director IndependenceArrangements with Buller Investors.

Arrangements with Other Employed Named Executive Managers

Each of
Mr. Ginter and Mr. Swedeen entered into an employment agreement with us on October 21, 2003, the initial term of which expired December 31, 2004. Pursuant to each employment agreement, the employment term is automatically
extended for consecutive one-year periods unless either Mr. Ginter or Mr. Swedeen, or Holdings declines to extend the term. Mr. Wanninger entered into an employment agreement with Holdings, effective as of January 17, 2006, the
initial term of which expired on December 31, 2007. Pursuant to Mr. Wanningers employment agreement, the employment term is automatically extended for consecutive one-year periods unless he or Holdings declines to extend the term.
Mr. Solomon entered into an employment agreement with us on October 21, 2003, but his employment was terminated on August 31, 2006. He subsequently rejoined us and entered into another employment agreement with us on February 13,
2008. Pursuant to Mr. Solomons employment agreement, Mr. Solomon or Holdings may terminate Mr. Solomons employment at anytime and for any reason.

Pursuant to his employment agreement, Mr. Ginter is entitled to receive $220,000, Mr. Swedeen is entitled to receive $305,000, Mr. Wanninger is entitled to receive $365,000 and Mr. Solomon is
entitled to receive $200,000, in each case, as such officers base salary for 2009, with eligibility to receive a bonus tied to certain financial performance objectives set by the board of managers of Norcraft GP. Pursuant to each employment
agreement, each such named executive officer has, among other things, agreed that (i) he will not disclose any of our trade secrets or confidential information, during and after the term of his employment; (ii) he will assign and disclose
to us all intellectual property and proprietary rights developed



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or reduced to practice that relate to our business, during and for 3 months after the term of his employment; (iii) he will not compete against us
(x) until receipt of his last severance payment in the case of Mr. Ginter or Mr. Swedeen and (y) for one year following the end of employment in the case of Mr. Wanninger; and (iv) following the end of employment, he
will not solicit or hire any of our current employees for (x) one year in the case of Mr. Ginter or Mr. Swedeen and (y) two years in the case of Mr. Wanninger and Mr. Solomon.

With respect to Mr. Ginter, Mr. Swedeen and Mr. Wanninger, in the event we terminate such officers employment without cause (as defined in his
agreement) or if he terminates his employment for good reason (as defined in his agreement) he will continue to receive, in the case of Mr. Ginter and Mr. Swedeen, his base salary for at least three months following the date of
termination, and in the case of Mr. Wanninger, his base salary for one year following the date of termination, plus, in each case, a pro-rated portion of any bonus accrued for the year in which termination occurred (payable when the bonus would
have otherwise been paid) and certain other health and welfare benefits in accordance with his agreement. If we had terminated Mr. Ginters employment without cause or if he had terminated his employment for good reason as of
December 31, 2008, Mr. Ginter would have been entitled to receive an aggregate $55,000 pursuant to such provisions in his employment agreement (payment of which would be made over time and subject to the provisions of such agreement). If
we had terminated Mr. Swedeens employment without cause or if he had terminated his employment for good reason as of December 31, 2008, Mr. Swedeen would have been entitled to receive an aggregate $76,250 pursuant to such
provisions in his employment agreement (payment of which would be made over time and subject to the provisions of such agreement). If we had terminated Mr. Wanningers employment without cause or if he had terminated his employment for
good reason as of December 31, 2008, Mr. Wanninger would have been entitled to receive an aggregate $365,000 pursuant to such provisions in his employment agreement (payment of which would be made over time and subject to the provisions of
such agreement). Regardless of the reason for termination of Mr. Solomons employment, he will not be entitled to receive any additional salary or bonus.

With respect to Mr. Ginter, Mr. Swedeen and Mr. Wanninger, in the event we terminate such officers employment for cause or if he terminates his employment other than for good reason, we are not obligated to provide such
officer any severance other than his accrued and unpaid base salary and certain other health and welfare benefits in accordance with his agreement. Regardless of the reason for termination of Mr. Solomons employment, he will not be
entitled to receive any severance.

Mr. Ginter currently holds 0.2 million Class A units, 0.4 million Class B units and
0.4 million Class D units in Holdings. In addition, upon certain events (including a change of control or termination of employment), Mr. Ginter is entitled to receive 0.4 million Class C units in Holdings. In connection with any
termination of Mr. Ginters employment, such Class D units will be immediately forfeited. However, in the event that such termination is not by us for cause, immediately prior to such forfeiture, Mr. Ginter will be entitled to convert
each of the vested Class D units held by him to Class A units at a conversion price equal to the fair market value of a Class A unit of Holdings at the time such Class D unit was originally granted. The conversion price for
0.3 million of the Class D units held by Mr. Ginter is $0.12 and the conversion price for the remaining Class D units held by him is $1.77. In accordance with the Holdings limited partnership agreement, if Mr. Ginters employment
is terminated by us for cause, Holdings has the option to repurchase all units held by him at a purchase price equal to the lower of cost or the fair market value of such units. If Mr. Ginters employment is terminated for any reason other
than by us for cause, Holdings has the option to repurchase all units held by him at a purchase price equal to the fair market value of such units.

Mr. Swedeen currently holds 0.5 million Class A units, 0.2 million Class B units and 0.3 million Class D units in Holdings. In addition, upon certain events (including a change of control or termination of
employment), Mr. Swedeen is entitled to receive 0.2 million Class C units in Holdings. In connection with any termination of Mr. Swedeens employment, such Class D units will be immediately forfeited. However, in the event that
such termination is not by us for cause, immediately prior to such forfeiture, Mr. Swedeen will be entitled to convert each of the vested Class D units held by him to Class A units at a conversion price equal to the fair market value of a
Class A unit of Holdings at the time such Class D unit was originally granted. The conversion price for the Class D units held by Mr. Swedeen is $0.12. In accordance with the Holdings limited partnership agreement, if
Mr. Swedeens employment is terminated by us for cause, Holdings has the option to repurchase all units held by him at a purchase price equal to the lower of cost or the fair market value of such units. If Mr. Swedeens
employment is terminated for any reason other than by us for cause, Holdings has the option to repurchase all units held by him at a purchase price equal to the fair market value of such units.

Mr. Wanninger currently holds 0.2 million Class A units and 1.1 million Class D units in Holdings. In connection with any termination of
Mr. Wanningers employment, such Class D units will be immediately forfeited. However, in the event that such termination is not by us for cause, immediately prior to such forfeiture, Mr. Wanninger will be entitled to convert each of
the vested Class D units held by him to Class A units at a conversion price equal to the fair market value of a Class A unit of Holdings at the time such Class D unit was originally granted. The conversion price for the Class D units held
by



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Mr. Wanninger is $1.69. In accordance with the Holdings limited partnership agreement, if Mr. Wanningers employment is terminated by us for
cause, Holdings has the option to repurchase all units held by him at a purchase price equal to the lower of cost or the fair market value of such units. If Mr. Wanningers employment is terminated for any reason other than by us for
cause, Holdings has the option to repurchase all units held by him at a purchase price equal to the fair market value of such units.

Mr. Solomon
currently holds 1.3 million Class A units and .2 million Class D units in Holdings. The Class A units were converted from an unsecured note with an unpaid principal balance and accrued interest of $1,532,278.85 on
December 31, 2008. In connection with any termination of Mr. Solomons employment, such Class D units will be immediately forfeited. However, in the event that such termination is not by us for cause, immediately prior to such
forfeiture, Mr. Solomon will be entitled to convert each of the vested Class D units held by him to Class A units at a conversion price equal to the fair market value of a Class A unit of Holdings at the time such Class D unit was
originally granted. The conversion price for the Class D units held by Mr. Solomon is $1.18. In accordance with the Holdings limited partnership agreement, if Mr. Solomons employment is terminated by us for cause, Holdings has the
option to repurchase all units held by him at a purchase price equal to the lower of cost or the fair market value of such units. If Mr. Solomons employment is terminated for any reason other than by us for cause, Holdings has the option
to repurchase all units held by him at a purchase price equal to the fair market value of such units.

Arrangements with David Romeo

David Romeos employment with us terminated on September 24, 2007. At that time, we entered into a separation agreement with Mr. Romeo pursuant to which we
agreed to (i) continue to pay him his regular salary, at his final base rate, for a period of 12 months following his termination date, (ii) pay him a pro-rated portion of the bonus he would have been entitled to had he remained an
employee through the year; and (iii) repurchase all of his limited partnership units. The aggregate payments to be made to Mr. Romeo, including the purchase price for his units, pursuant to his separation agreement was equal to $1.2
million. Pursuant to his severance agreement, Mr. Romeo agreed, among things, to (i) continue to not disclose any of our trade secrets or confidential information, (ii) not disparage or criticize us and (iii) not compete against
us until September 24, 2008 and not solicit or hire any of our employees until September 24, 2009.

Manager Compensation

The members of our general partners board of managers are not separately compensated for their services as a manager, other than
reimbursement of out-of-pocket expenses incurred in connection with rendering such services.



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##### Table of Contents

|Item 12. | Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
|-------- | ----------------------------------------------------------------------------------------------

All of Norcrafts outstanding limited partnership units are held by Norcraft Intermediate Holdings, L.P., which is in turn held entirely by Holdings. Norcraft GP is the general partner of both Norcraft and
Holdings. Norcraft GP does not hold any equity interest in Norcraft or Holdings, but, as a general partner of each entity, it controls both entities. The members of our general partner are SKM Norcraft Corp., Trimaran Cabinet Corp. and HMB Norcraft
Corp.

The following table provides certain information as of December 31, 2008 with respect to the beneficial ownership of the limited partnership
interests of Holdings by (i) each holder known by us who beneficially owns 5% or more of the outstanding limited partnership units of Holdings, (ii) each of the members of the board of managers of the general partner of Holdings,
(iii) each of our named executive officers and (iv) all of the members of the board of managers of Norcraft GP and our executive officers as a group. Unless otherwise indicated in a footnote, the business address of each equity holder is
our corporate address.



|                                                                                      |  |                  |      |  |                                    |   |  |                 |     |  |                                    |   |  |                  |     |  |                                    |  
|------------------------------------------------------------------------------------- |  | ---------------- | ---- |  | ---------------------------------- | - |  | --------------- | --- |  | ---------------------------------- | - |  | ---------------- | --- |  | ---------------------------------- | -
|Name of Partner                                                                       |  | Class AUnits (1) |      |  | PercentageOwnershipInterestClass A |   |  | Class BUnits(2) |     |  | PercentageOwnershipInterestClass B |   |  | Class DUnits (3) |     |  | PercentageOwnershipInterestClass D |  
|Norcraft GP, L.L.C.                                                                   |  |                 | (4)  |  |                                   |   |  |                | (4) |  |                                   |   |  |                 | (4) |  |                                   |  
|SKM Norcraft Corp.(5)                                                                 |  | 75,950,957       |      |  | 56.6                               | % |  |                |     |  |                                   |   |  |                 |     |  |                                   |  
|Trimaran Cabinet Corp.(6)                                                             |  | 37,975,478       |      |  | 28.3                               | % |  |                |     |  |                                   |   |  |                 |     |  |                                   |  
|Buller Norcraft Holdings, L.L.C.(7)                                                   |  | 15,500,000       |      |  | 11.6                               | % |  |                |     |  |                                   |   |  |                 |     |  |                                   |  
|Mark Buller                                                                           |  |                 | (8)  |  |                                   |   |  |                |     |  |                                   |   |  | 2,903,658        | (9) |  | 45.4                               | %
|Leigh Ginter                                                                          |  | 171,633          |      |  | *                                  |   |  | 350,000         |     |  | 28.0                               | % |  | 354,880          |     |  | 5.6                                | %
|John Swedeen                                                                          |  | 472,000          |      |  | *                                  |   |  | 200,000         |     |  | 16.0                               | % |  | 257,872          |     |  | 4.0                                | %
|Kurt Wanninger                                                                        |  | 157,306          |      |  | *                                  |   |  |                |     |  |                                   |   |  | 1,054,304        |     |  | 16.5                               | %
|Simon Solomon                                                                         |  | 1,298,541        |      |  | 1.0                                | % |  |                |     |  |                                   |   |  | 194,782          |     |  | 3.0                                | %
|David Romeo                                                                           |  |                 |      |  | *                                  |   |  |                |     |  |                                   |   |  |                 |     |  |                                   |  
|Christopher Reilly                                                                    |  |                 | (10) |  |                                   |   |  |                |     |  |                                   |   |  |                 |     |  |                                   |  
|David Kim                                                                             |  |                 | (11) |  |                                   |   |  |                |     |  |                                   |   |  |                 |     |  |                                   |  
|Jay Bloom                                                                             |  |                 | (12) |  |                                   |   |  |                |     |  |                                   |   |  |                 |     |  |                                   |  
|Michael Maselli                                                                       |  |                 |      |  |                                   |   |  |                |     |  |                                   |   |  |                 |     |  |                                   |  
|Herb Buller                                                                           |  |                 | (13) |  |                                   |   |  |                |     |  |                                   |   |  |                 |     |  |                                   |  
|All managers and executive officers as a group, including the 11 persons listed here. |  | 2,099,480        | (14) |  | 1.6                                | % |  | 550,000         |     |  | 44.0                               | % |  | 4,765,496        |     |  | 74.6                               | %



|* | Represents less than 1%.
|- | ------------------------

|(1) | Class A units are fully paid non-voting units of Holdings. These units, together with the other limited partnership units described below, are entitled to receive all assets
available for distribution upon liquidation. The holders of Class A units are entitled to receive distributions of their allocated percentages of our taxable net income to make tax payments.
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(2) | The holder of a Class B unit is also entitled to receive, contingent upon certain corporate events, a number of Class C units equal to the number of Class B units held by the
holder. The combination of the outstanding Class B units and the contingent right provided by the Class C units provides rights and privileges consistent with that of a Class A unit holder.
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(3) | Class D units are profits interests issued pursuant to Holdings incentive plan. Distributions that would otherwise have been made on Class D units will be reduced
to the extent of the applicable distribution threshold. These units receive tax distributions based on our net income allocated to them. Vested Class D units are convertible into Class A units at a price equal to the fair market value of a
Class A unit at the time of the grant of the Class D unit. All Class D units remain subject to time and performance-based vesting.
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



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##### Table of Contents

|(4) | Norcraft GP does not hold any equity interest in Norcraft or Holdings, but as general partner of each entity, controls both Norcraft and Holdings. Norcraft GP is controlled by its
board of managers which is comprised of Christopher Reilly, David Kim, Michael Maselli, Jay Bloom, Mark Buller and Herb Buller.
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(5) | SKM Equity Fund III, L.P. is the controlling shareholder of SKM Norcraft Corp. SKM Equity Fund III, L.P. is controlled by its general partner, SKM Partners, L.L.C., which is in turn
controlled by its board of managers. SKM Partners, L.L.C.s board of managers is comprised of Allan Karp and John Megrue.
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(6) | The shareholders of Trimaran Cabinet Corp. are Trimaran Fund II, L.L.C., Trimaran Parallel Fund II, L.P., Trimaran Capital, L.L.C., CIBC Employee Private Equity Partners and CIBC MB
Inc. Each of these shareholders has given a proxy of its voting rights in Trimaran Cabinet Corp. to Trimaran Fund Management, L.L.C. Trimaran Fund Management, L.L.C. is controlled by its managing members who are Jay R. Bloom, Andrew R. Heyer and
Dean C. Kehler.
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(7) | Buller Norcraft Holdings, L.L.C. is controlled by Mr. Mark Buller and Mr. Herbert Buller, both of whom are members.
|--- | -------------------------------------------------------------------------------------------------------------------

|(8) | Does not include 15,500,000 limited partnership units owned by Buller Norcraft Holdings, L.L.C. Mr. Buller, as a member and manager of Buller Norcraft Holdings, L.L.C., may be
deemed to beneficially own the shares beneficially owned by Buller Norcraft Holdings, L.L.C. Mr. Buller disclaims ownership of such shares except to the extent of his pecuniary interest therein.
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(9) | Mr. Mark Buller holds all of his Class D units through MEB Norcraft, L.L.C., of which he is the sole member.
|--- | ------------------------------------------------------------------------------------------------------------

|(10) | Does not include 75,950,957 limited partnership units owned by SKM Norcraft Corp. Mr. Reilly as a partner of the general partner of the majority shareholder of SKM Norcraft
Corp. may be deemed to beneficially own the shares beneficially owned by SKM Norcraft Corp. Mr. Reilly disclaims ownership of such shares except to the extent of his pecuniary interest therein.
|---- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(11) | Does not include 75,950,957 limited partnership units owned by SKM Norcraft Corp. Mr. Kim as a partner of the general partner of the majority shareholder of SKM Norcraft Corp.
may be deemed to beneficially own the shares beneficially owned by SKM Norcraft Corp. Mr. Kim disclaims ownership of such shares except to the extent of his pecuniary interest therein.
|---- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(12) | Does not include 37,975,478 limited partnership units owned by Trimaran Cabinet Corp. Mr. Bloom as a partner of the general partner of the majority shareholder of Trimaran
Cabinet Corp. may be deemed to beneficially own the shares beneficially owned by Trimaran Cabinet Corp. Mr. Bloom disclaims ownership of such shares except to the extent of his pecuniary interest therein.
|---- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(13) | Does not include 15,500,000 limited partnership units owned by Buller Norcraft Holdings, L.L.C. Mr. H. Buller, as a member of Buller Norcraft Holdings, L.L.C. may be deemed to
beneficially own the shares beneficially owned by Buller Norcraft Holdings, L.L.C. Mr. H. Buller disclaims ownership of such shares except to the extent of his pecuniary interest therein.
|---- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(14) | Does not include 15,500,000 limited partnership units owned by Buller Norcraft Holdings, L.L.C. Mr. Mark Buller as a member and manager of Buller Norcraft Holdings, L.L.C. and
Mr. Herbert Buller as a member of Buller Norcraft Holdings, L.L.C. may be deemed to beneficially own the shares beneficially owned by Buller Norcraft Holdings, L.L.C. Both Mr. Mark Buller and Mr. Herbert Buller disclaim ownership of
such shares except, in each case, to the extent of his pecuniary interest therein. Also does not include 75,950,957 limited partnership units owned by SKM Norcraft Corp. Mr. Reilly and Mr. Kim, as partners of the general partner of the
majority shareholder of SKM Norcraft Corp. may be deemed to beneficially own the shares beneficially owned by SKM Norcraft Corp. Mr. Reilly and Mr. Kim each disclaim ownership of such shares. Also does not include 37,975,478 limited
partnership units owned by Trimaran Cabinet Corp. Mr. Bloom, as partner of the general partner of the majority shareholder of Trimaran Cabinet Corp. may be deemed to beneficially own the shares beneficially owned by Trimaran Cabinet Corp.
Mr. Bloom disclaims ownership of such shares except to the extent of his pecuniary interest therein.
|---- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



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##### Table of Contents

|Item 13. | Certain Relationships and Related Transactions and Director Independence
|-------- | ------------------------------------------------------------------------

Arrangements with our Investors

The holders of limited partnership units of Holdings entered into a limited partnership agreement
simultaneous with the closing of the Acquisition. The limited partnership agreement contains agreements among the holders of Holdings limited partnership units with respect to the transfer of such units, including rights of first offer,
tag-along rights, drag-along rights, preemptive rights and registration rights. Units held by our managers and the investors associated with Mark Buller are subject to a right of repurchase by Holdings.

The Apax Partners and Trimaran holders and the Buller holders entered into a limited liability company agreement of Norcraft GP. Pursuant to this limited liability
company agreement, each of the representatives of the Apax Partners holders who sit on Norcraft GPs board of managers, currently Mr. Reilly and Mr. Kim, is entitled to cast 2.5 votes with respect to each matter which is submitted to
a vote before Norcraft GPs board of managers. The Trimaran holders designated two managers, and the Buller holders designated two managers, each of which have one vote. As a result, the managers appointed by the Apax Partners holders together
hold a majority of the votes to be cast on each matter submitted to a vote before Norcraft GPs board of managers. In addition, pursuant to the limited liability company agreement, the Apax Partners and Trimaran holders and the Buller holders
have the right to approve various transactions.

Upon completion of the Acquisition, we entered into a management and monitoring agreement with an
affiliate of SKM Equity Fund III, L.P. and an affiliate of Trimaran Fund II, L.L.C. pursuant to which such entities provide management and monitoring services to us. These entities receive an aggregate annual management fee of $1.0 million and
annual reimbursement for out-of-pocket expenses incurred in connection with the provision of such services. In 2008, management fees charged to expense were $1.0 million.

Arrangements with the Buller Investors

In connection with their investment, the Buller holders are entitled to a
right of first offer to purchase our company upon a decision by Norcraft GPs board of managers to engage in a sale transaction. Any offer made by the Buller investors pursuant to any exercise of this right is required to be an offer which
allows us the time to solicit additional competing offers that we may accept in the event they are at a higher valuation or on such other material terms and conditions more favorable to us than those set forth in the offer made by the Buller
holders.

In consideration of their contribution of the Winnipeg facility, the Buller holders are entitled to receive additional cash payments of up to
$4.0 million and the right to acquire up to approximately 2,957,068 Class A units of Holdings upon a change of control involving a sale by the Apax Partners and Trimaran holders exceeding specified financial hurdles, if our owners following
such a change of control elect not to continue Mr. Bullers employment with us.

Other Arrangements with Named Executive Officers

We have entered into various agreements with our named executive officers. See Part III, Item 11, Executive Compensation.

Review, Approval or Ratification of Transactions with Related Persons

Any material potential or actual conflict of interest or transaction between the Company and any related person of the Company must be reviewed and approved or ratified by the audit committee or, alternatively, the board of
managers of Norcraft GP. SEC rules define a related person of the Company as any Company director (or nominee), executive officer, 5%-or-greater shareholder or immediate family member of any of these persons.

Director Independence

The Companys securities are not listed
on a national securities exchange or interdealer quotation system that has requirements as to board composition. As the securities are not listed, the board of managers has made no determination as to whether or not any of its managers are
independent directors as defined in the regulations of NASDAQ or the NYSE.



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##### Table of Contents

|Item 14. | Principal Accountant Fees and Services
|-------- | --------------------------------------

The following table
presents fees for professional services billed by PricewaterhouseCoopers LLP for the audit of our annual financial statements for the fiscal years ended December 31, 2008 and 2007, and fees for other services billed PricewaterhouseCoopers LLP
during the respective periods.



|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |  |      |     |      |   |    
|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ---- | --- | ---- | - | ---
|Type of Fees (dollars in thousands)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |  | 2008 |     | 2007
|Audit fees (1)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |  | $    | 322 |      | $ | 328
|Audit related fees (2)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |  |      |    |      |   |   
|Tax fees (3)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |  |      | 167 |      |   | 213
|All other fees (4)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |  |      | 3   |      |   |   
|(1)    Audit fees consist of services rendered for the audit of the annual financial statements, including required quarterly reviews, statutory and regulatory filings or engagements and services
that generally only the independent registered public accounting firm can reasonably be expected to provide. (2)    Audit related fees are for assurance and related services related to consultations concerning financial accounting and reporting standards. (3)    Tax fees are for professional services rendered for tax compliance, tax advice and tax
planning. (4)    All other fees are for services other than those in the previous categories.

All decisions regarding selection of independent accounting firms and approval of accounting services and fees are
made by our audit committee in accordance with the provisions of the Sarbanes-Oxley Act of 2002 and related SEC rules. There are no exceptions to the policy of securing prior approval by our audit committee for any service provided by our
independent registered public accounting firm.



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##### Table of Contents

PART IV



|Item 15. | Exhibits and Financial Statement Schedules
|-------- | ------------------------------------------



| | 1. | Financial Statements.See Index to Consolidated Financial Statements included on Page F-1.
| | -- | -----------------------------------------------------------------------------------------



| | 2. | Financial Statement Schedule. See Schedule II, which is included on page S-1.
| | -- | -----------------------------------------------------------------------------



| | 3. | List of Exhibits.See Index of Exhibits included on page E-1.
| | -- | ------------------------------------------------------------



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SIGNATURES

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



NORCRAFT HOLDINGS, L.P.(Registrant)NORCRAFT COMPANIES, L.P.(Registrant)




|                                                              |  |  |  |                                                                         
|------------------------------------------------------------- |  |  |  | ------------------------------------------------------------------------
|/s/ Mark Buller                                               |  |  |  | /s/ Leigh Ginter                                                        
|Mark Buller                                                   |  |  |  | Leigh Ginter                                                            
|President and Chief Executive Officer                         |  |  |  | Chief Financial Officer                                                 
|                                                              |  | 
|Date: April 15, 2009                                          |  |  |  | Date: April 15, 2009                                                    
|Signing on behalf of the Registrants and as principal officer |  |  |  | Signing on behalf of the Registrants and as principal accounting officer

Pursuant to the requirements of the Securities Exchange Act
of 1934, this Annual Report on Form 10-K has been signed below by the following persons on behalf of the Registrants and in the capacities as of this 15thday of April 2009.



|                       |  |  |  |                                                                                                              
|---------------------- |  |  |  | -------------------------------------------------------------------------------------------------------------
|/s/ Herbert Buller     |  |  |  | Chairman of the Board of Managers of Norcraft GP, L.L.C., the General Partner of the Registrants             
|Herbert Buller         |  |  | 
|                       |  | 
|/s/ Jay Bloom          |  |  |  | Manager of Norcraft GP, L.L.C., the General Partner of the Registrants                                       
|Jay Bloom              |  |  | 
|                       |  | 
|/s/ David Kim          |  |  |  | Manager of Norcraft GP, L.L.C., the General Partner of the Registrants                                       
|David Kim              |  |  | 
|                       |  | 
|/s/ Michael Maselli    |  |  |  | Manager of Norcraft GP, L.L.C., the General Partner of the Registrants                                       
|Michael Maselli        |  |  | 
|                       |  | 
|/s/ Christopher Reilly |  |  |  | Manager of Norcraft GP, L.L.C., the General Partner of the Registrants                                       
|Christopher Reilly     |  |  | 
|                       |  | 
|/s/ Mark Buller        |  |  |  | President, Chief Executive Officer and Manager of Norcraft GP, L.L.C., the General Partner of the Registrants
|Mark Buller            |  |  | 



42



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##### Table of Contents

Norcraft Holdings, L.P.

Index to Consolidated Financial Statements



|                                                                                                                                     |  |     
|------------------------------------------------------------------------------------------------------------------------------------ |  | ----
|                                                                                                                                     |  | Page
|Report of Independent Registered Public Accounting Firm                                                                              |  | F-2 
|Consolidated Balance Sheets at December 31, 2008 and 2007                                                                            |  | F-4 
|Consolidated Statements of Income for the years ended December 31, 2008, 2007 and 2006                                               |  | F-5 
|Consolidated Statements of Changes in Members Equity and Comprehensive Income for the years ended December 
31, 2008, 2007 and 2006 |  | F-7 
|Consolidated Statements of Cash Flows for the years ended December 31, 2008, 2007 and 2006                                           |  | F-9 
|Notes to Consolidated Financial Statements                                                                                           |  | F-11

Norcraft Companies, L.P.

Index to Consolidated Financial Statements



|                                                                                                                                     |  |     
|------------------------------------------------------------------------------------------------------------------------------------ |  | ----
|                                                                                                                                     |  | Page
|Report of Independent Registered Public Accounting Firm                                                                              |  | F-3 
|Consolidated Balance Sheets at December 31, 2008 and 2007                                                                            |  | F-4 
|Consolidated Statements of Income for the years ended December 31, 2008, 2007 and 2006                                               |  | F-6 
|Consolidated Statements of Changes in Members Equity and Comprehensive Income for the years ended December 31,
 2008, 2007 and 2006 |  | F-8 
|Consolidated Statements of Cash Flows for the years ended December 31, 2008, 2007 and 2006                                           |  | F-10
|Notes to Consolidated Financial Statements                                                                                           |  | F-11



F-1



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##### Table of Contents

Report of Independent Registered Public Accounting Firm

To the Board of Managers of

Norcraft GP, L.L.C.

In our opinion, the consolidated financial statements listed in the accompanying index on page F-1 present fairly, in all material

respects, the financial position of Norcraft Holdings, L.P. and subsidiaries at December 31, 2008 and 2007, and the results of their operations and their cash flows
for each of the three years in the period ended December 31, 2008 in conformity with accounting principles generally accepted in the United States of America. In addition, in our opinion, the financial statement schedule appearing on page S-1
presents fairly, in all material respects, the information set forth therein when read in conjunction with the related consolidated financial statements. These financial statements and financial statement schedule are the responsibility of the
Companys management. Our responsibility is to express an opinion on these financial statements and financial statement schedule based on our audits. We conducted our audits of these statements in accordance with the standards of the Public
Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management and evaluating the overall financial statement presentation. We believe
that our audits provide a reasonable basis for our opinion.

/s/ PricewaterhouseCoopers LLP

Minneapolis, Minnesota

April 15, 2009



F-2



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##### Table of Contents

Report of Independent Registered Public Accounting Firm

To the Board of Managers of

Norcraft GP, L.L.C.

In our opinion, the consolidated financial statements listed in the accompanying index on page F-1 present fairly, in all material respects, the financial position of
Norcraft Companies, L.P. and subsidiaries at December 31 2008 and 2007, and the results of their operations and their cash flows for each of the three years in the period ended December 31, 2008 in conformity with accounting principles
generally accepted in the United States of America. In addition, in our opinion, the financial statement schedule appearing on page S-1 presents fairly, in all material respects, the information set forth therein when read in conjunction with the
related financial statements. These financial statements and financial statement schedule are the responsibility of the Companys management. Our responsibility is to express an opinion on these financial statements and financial statement
schedule based on our audits. We conducted our audits of these statements in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting
principles used and significant estimates made by management and evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

/s/ PricewaterhouseCoopers LLP

Minneapolis, Minnesota

April 15, 2009



F-3



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##### Table of Contents

Consolidated Balance Sheets

(dollar amounts in thousands)



|                                       |  |                         |         |                          |      |   |         |  |      |         |  |   |        
|-------------------------------------- |  | ----------------------- | ------- | ------------------------ | ---- | - | ------- |  | ---- | ------- |  | - | -------
|                                       |  | Norcraft Holdings, L.P. |         | Norcraft Companies, L.P.
|                                       |  | December 31,            |         | December 31,            
|                                       |  | 2008                    |         |                          | 2007 |   | 2008    |  | 2007
|ASSETS                                 |  |                         |         |                          |      |   |         |  |      |         |  |   |        
|Current assets:                        |  |                         |         |                          |      |   |         |  |      |         |  |   |        
|Cash and cash equivalents              |  | $                       | 59,406  |                          |      | $ | 28,409  |  | $    | 59,406  |  | $ | 28,409 
|Trade accounts receivable, net         |  |                         | 18,535  |                          |      |   | 26,822  |  |      | 18,535  |  |   | 26,822 
|Inventories                            |  |                         | 20,599  |                          |      |   | 24,088  |  |      | 20,599  |  |   | 24,088 
|Prepaid expenses                       |  |                         | 1,810   |                          |      |   | 2,139   |  |      | 1,810   |  |   | 2,139  
|                                       |  |                         |         |                          |      |   |         |  |      |         |  |   |        
|                                       |  |                         |         |                         
|Total current assets                   |  |                         | 100,350 |                          |      |   | 81,458  |  |      | 100,350 |  |   | 81,458 
|                                       |  |                         |         |                         
|Property, plant and equipment, net     |  |                         | 35,629  |                          |      |   | 39,478  |  |      | 35,629  |  |   | 39,478 
|                                       |  |                         |         |                         
|Other assets:                          |  |                         |         |                          |      |   |         |  |      |         |  |   |        
|Goodwill                               |  |                         | 88,421  |                          |      |   | 148,459 |  |      | 88,421  |  |   | 148,459
|Customer relationships, net            |  |                         | 43,798  |                          |      |   | 48,265  |  |      | 43,798  |  |   | 48,265 
|Brand names                            |  |                         | 35,100  |                          |      |   | 49,000  |  |      | 35,100  |  |   | 49,000 
|Deferred financing costs, net          |  |                         | 4,584   |                          |      |   | 6,116   |  |      | 2,820   |  |   | 3,883  
|Display cabinets, net                  |  |                         | 7,069   |                          |      |   | 10,074  |  |      | 7,069   |  |   | 10,074 
|Other                                  |  |                         | 62      |                          |      |   | 227     |  |      | 62      |  |   | 227    
|                                       |  |                         |         |                          |      |   |         |  |      |         |  |   |        
|Total other assets                     |  |                         | 179,034 |                          |      |   | 262,141 |  |      | 177,270 |  |   | 259,908
|                                       |  |                         |         |                          |      |   |         |  |      |         |  |   |        
|Total assets                           |  | $                       | 315,013 |                          |      | $ | 383,077 |  | $    | 313,249 |  | $ | 380,844
|                                       |  |                         |         |                          |      |   |         |  |      |         |  |   |        
|                                       |  |                         |         |                         
|LIABILITIES AND MEMBERS' EQUITY        |  |                         |         |                          |      |   |         |  |      |         |  |   |        
|                                       |  |                         |         |                         
|Current liabilities:                   |  |                         |         |                          |      |   |         |  |      |         |  |   |        
|Current portion of long-term debt      |  | $                       | 459     |                          |      | $ | 1,959   |  | $    |        |  | $ |       
|Accounts payable                       |  |                         | 6,688   |                          |      |   | 9,786   |  |      | 6,688   |  |   | 9,786  
|Accrued expenses                       |  |                         | 20,268  |                          |      |   | 20,279  |  |      | 16,433  |  |   | 20,279 
|                                       |  |                         |         |                          |      |   |         |  |      |         |  |   |        
|                                       |  |                         |         |                         
|Total current liabilities              |  |                         | 27,415  |                          |      |   | 32,024  |  |      | 23,121  |  |   | 30,065 
|                                       |  |                         |         |                         
|Long-term debt                         |  |                         | 266,000 |                          |      |   | 260,731 |  |      | 148,000 |  |   | 148,000
|Other liabilities                      |  |                         | 459     |                          |      |   | 453     |  |      | 459     |  |   | 453    
|                                       |  |                         |         |                         
|Commitments and contingencies          |  |                         |         |                          |      |   |         |  |      |         |  |   |        
|                                       |  |                         |         |                         
|Members equity subject to put request |  |                         | 25,305  |                          |      |   | 42,331  |  |      |        |  |   |       
|                                       |  |                         |         |                         
|Members equity                        |  |                         | (9,166  | )                        |      |   | 47,538  |  |      | 141,669 |  |   | 202,326
|                                       |  |                         |         |                          |      |   |         |  |      |         |  |   |        
|                                       |  |                         |         |                         
|Total liabilities and members equity  |  | $                       | 315,013 |                          |      | $ | 383,077 |  | $    | 313,249 |  | $ | 380,844
|                                       |  |                         |         |                          |      |   |         |  |      |         |  |   |        

See notes to consolidated financial statements.



F-4



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##### Table of Contents

Consolidated Statements of Income

(dollar amounts in thousands)



|                                                   |  |                         |         |   |      |   |         |  |   |        
|-------------------------------------------------- |  | ----------------------- | ------- | - | ---- | - | ------- |  | - | -------
|                                                   |  | Norcraft Holdings, L.P.
|                                                   |  | Year Ended December 31,
|                                                   |  | 2008                    |         |   | 2007 |   | 2006   
|Net sales                                          |  | $                       | 331,548 |   |      | $ | 394,042 |  | $ | 440,478
|                                                   |  |                         |        
|Cost of sales                                      |  |                         | 234,427 |   |      |   | 263,500 |  |   | 300,764
|                                                   |  |                         |         |   |      |   |         |  |   |        
|                                                   |  |                         |        
|Gross profit                                       |  |                         | 97,121  |   |      |   | 130,542 |  |   | 139,714
|                                                   |  |                         |        
|Selling, general and administrative expenses       |  |                         | 64,789  |   |      |   | 76,012  |  |   | 75,919 
|                                                   |  |                         |        
|Impairment of goodwill and other intangible assets |  |                         | 73,938  |   |      |   |        |  |   |       
|                                                   |  |                         |         |   |      |   |         |  |   |        
|                                                   |  |                         |        
|Income (loss) from operations                      |  |                         | (41,606 | ) |      |   | 54,530  |  |   | 63,795 
|                                                   |  |                         |        
|Other expense (income):                            |  |                         |         |   |      |   |         |  |   |        
|Interest expense, net                              |  |                         | 24,694  |   |      |   | 23,618  |  |   | 22,654 
|Amortization of deferred financing costs           |  |                         | 1,532   |   |      |   | 1,540   |  |   | 1,498  
|Other, net                                         |  |                         | 151     |   |      |   | 200     |  |   | 150    
|                                                   |  |                         |         |   |      |   |         |  |   |        
|Total other expense (income)                       |  |                         | 26,377  |   |      |   | 25,358  |  |   | 24,302 
|                                                   |  |                         |         |   |      |   |         |  |   |        
|                                                   |  |                         |        
|Net income (loss)                                  |  | $                       | (67,983 | ) |      | $ | 29,172  |  | $ | 39,493 
|                                                   |  |                         |         |   |      |   |         |  |   |        

See notes to consolidated financial statements.



F-5



---

##### Table of Contents

Consolidated Statements of Income

(dollar amounts in thousands)



|                                                   |  |                          |         |   |      |   |         |  |   |        
|-------------------------------------------------- |  | ------------------------ | ------- | - | ---- | - | ------- |  | - | -------
|                                                   |  | Norcraft Companies, L.P.
|                                                   |  | Year Ended December 31, 
|                                                   |  | 2008                     |         |   | 2007 |   | 2006   
|Net sales                                          |  | $                        | 331,548 |   |      | $ | 394,042 |  | $ | 440,478
|                                                   |  |                          |        
|Cost of sales                                      |  |                          | 234,427 |   |      |   | 263,500 |  |   | 300,764
|                                                   |  |                          |         |   |      |   |         |  |   |        
|                                                   |  |                          |        
|Gross profit                                       |  |                          | 97,121  |   |      |   | 130,542 |  |   | 139,714
|                                                   |  |                          |        
|Selling, general and administrative expenses       |  |                          | 64,789  |   |      |   | 76,012  |  |   | 75,919 
|                                                   |  |                          |        
|Impairment of goodwill and other intangible assets |  |                          | 73,938  |   |      |   |        |  |   |       
|                                                   |  |                          |         |   |      |   |         |  |   |        
|                                                   |  |                          |        
|Income (loss) from operations                      |  |                          | (41,606 | ) |      |   | 54,530  |  |   | 63,795 
|                                                   |  |                          |        
|Other expense (income):                            |  |                          |         |   |      |   |         |  |   |        
|Interest expense, net                              |  |                          | 13,341  |   |      |   | 13,104  |  |   | 13,370 
|Amortization of deferred financing costs           |  |                          | 1,063   |   |      |   | 1,111   |  |   | 1,108  
|Other, net                                         |  |                          | 151     |   |      |   | 200     |  |   | 150    
|                                                   |  |                          |         |   |      |   |         |  |   |        
|Total other expense (income)                       |  |                          | 14,555  |   |      |   | 14,415  |  |   | 14,628 
|                                                   |  |                          |         |   |      |   |         |  |   |        
|                                                   |  |                          |        
|Net income (loss)                                  |  | $                        | (56,161 | ) |      | $ | 40,115  |  | $ | 49,167 
|                                                   |  |                          |         |   |      |   |         |  |   |        

See notes to consolidated financial statements.



F-6



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##### Table of Contents

Consolidated Statements of Changes in Members Equity and Comprehensive
Income

(dollar amounts in thousands)



|                                                      |  |                         |         |   |                                            |   |      |                                            |  |   |         |  
|----------------------------------------------------- |  | ----------------------- | ------- | - | ------------------------------------------ | - | ---- | ------------------------------------------ |  | - | ------- | -
|                                                      |  | Norcraft Holdings, L.P. |        
|                                                      |  | MembersEquity          |         |   | AccumulatedOtherComprehensiveIncome (Loss) |   |      | TotalAccumulatedComprehensiveIncome (Loss) | 
|Members equity at December 31, 2005                  |  | $                       | 51,476  |   |                                            | $ | (130 | )                                          |  | $ | 54,716  |  
|Issuance of members interest                         |  |                         | 1,900   |   |                                            |   |     |                                            |  |   |        |  
|Stock compensation expense                            |  |                         | 1,090   |   |                                            |   |     |                                            |  |   |        |  
|Accretion on members interest subject to put request |  |                         | (2,741  | ) |                                            |   |     |                                            |  |   |        |  
|Distribution to members                               |  |                         | (51,812 | ) |                                            |   |     |                                            |  |   |        |  
|Repurchase of members interest                       |  |                         | (8,233  | ) |                                            |   |     |                                            |  |   |        |  
|Cumulative translation adjustment                     |  |                         | 75      |   |                                            |   | 75   |                                            |  |   | 75      |  
|Net income                                            |  |                         | 39,493  |   |                                            |   |     |                                            |  |   | 39,493  |  
|                                                      |  |                         |         |   |                                            |   |      |                                            |  |   |         |  
|Total comprehensive income                            |  |                         |        |   |                                            |   |     |                                            |  |   | 39,568  |  
|                                                      |  |                         |         |   |                                            |   |      |                                            |  |   |         |  
|Members equity at December 31, 2006                  |  |                         | 31,248  |   |                                            |   | (55  | )                                          |  |   | 94,284  |  
|Adoption of FIN 48                                    |  |                         | (438    | ) |                                            |   |     |                                            |  |   |        |  
|Issuance of members interest                         |  |                         | 562     |   |                                            |   |     |                                            |  |   |        |  
|Stock compensation expense                            |  |                         | 1,185   |   |                                            |   |     |                                            |  |   |        |  
|Accretion of members interest subject to put request |  |                         | 6,504   |   |                                            |   |     |                                            |  |   |        |  
|Distributions to members                              |  |                         | (18,730 | ) |                                            |   |     |                                            |  |   |        |  
|Repurchase of members interest                       |  |                         | (1,966  | ) |                                            |   |     |                                            |  |   |        |  
|Cumulative translation adjustment                     |  |                         | 1       |   |                                            |   | 1    |                                            |  |   | 1       |  
|Net income                                            |  |                         | 29,172  |   |                                            |   |     |                                            |  |   | 29,172  |  
|                                                      |  |                         |         |   |                                            |   |      |                                            |  |   |         |  
|Total comprehensive income                            |  |                         |        |   |                                            |   |     |                                            |  |   | 29,173  |  
|                                                      |  |                         |         |   |                                            |   |      |                                            |  |   |         |  
|Members equity at December 31, 2007                  |  |                         | 47,538  |   |                                            |   | (54  | )                                          |  |   | 123,457 |  
|Stock compensation expense                            |  |                         | 229     |   |                                            |   |     |                                            |  |   |        |  
|Debt conversion                                       |  |                         | 1,532   |   |                                            |   |      |                                            |  |   |         |  
|Accretion of members interest subject to put request |  |                         | 17,026  |   |                                            |   |     |                                            |  |   |        |  
|Distributions to members                              |  |                         | (2,336  | ) |                                            |   |     |                                            |  |   |        |  
|Repurchase of members interest                       |  |                         | (68     | ) |                                            |   |     |                                            |  |   |        |  
|Cumulative translation adjustment                     |  |                         | (104    | ) |                                            |   | (104 | )                                          |  |   | (104    | )
|Net loss                                              |  |                         | (67,983 | ) |                                            |   |     |                                            |  |   | (67,983 | )
|                                                      |  |                         |         |   |                                            |   |      |                                            |  |   |         |  
|Total comprehensive loss                              |  |                         |        |   |                                            |   |     |                                            |  |   | (68,087 | )
|                                                      |  |                         |         |   |                                            |   |      |                                            |  |   |         |  
|Members equity at December 31, 2008                  |  | $                       | (4,166  | ) |                                            | $ | (158 | )                                          |  | $ | 55,370  |  
|                                                      |  |                         |         |   |                                            |   |      |                                            |  |   |         |  

See notes to consolidated financial statements.



F-7



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##### Table of Contents

Consolidated Statements of Changes in Members Equity and Comprehensive
Income

(dollar amounts in thousands)



|                                     |  |                          |         |   |                                            |   |      |                                            |  |   |         |  
|------------------------------------ |  | ------------------------ | ------- | - | ------------------------------------------ | - | ---- | ------------------------------------------ |  | - | ------- | -
|                                     |  | Norcraft Companies, L.P. |        
|                                     |  | MembersEquity           |         |   | AccumulatedOtherComprehensiveIncome (Loss) |   |      | TotalAccumulatedComprehensiveIncome (Loss) | 
|Members equity at December 31, 2005 |  | $                        | 186,085 |   |                                            | $ | (130 | )                                          |  | $ | 66,429  |  
|Issuance of members interest        |  |                          | 1,900   |   |                                            |   |     |                                            |  |   |        |  
|Stock compensation expense           |  |                          | 1,090   |   |                                            |   |     |                                            |  |   |        |  
|Distribution to member               |  |                          | (51,841 | ) |                                            |   |     |                                            |  |   |        |  
|Repurchase of member interest        |  |                          | (2,355  | ) |                                            |   |     |                                            |  |   |        |  
|Cumulative translation adjustment    |  |                          | 75      |   |                                            |   | 75   |                                            |  |   | 75      |  
|Net income                           |  |                          | 49,167  |   |                                            |   |     |                                            |  |   | 49,167  |  
|                                     |  |                          |         |   |                                            |   |      |                                            |  |   |         |  
|Total comprehensive income           |  |                          |        |   |                                            |   |     |                                            |  |   | 49,242  |  
|                                     |  |                          |         |   |                                            |   |      |                                            |  |   |         |  
|Members equity at December 31, 2006 |  |                          | 184,121 |   |                                            |   | (55  | )                                          |  |   | 115,671 |  
|Adoption of FIN 48                   |  |                          | (438    | ) |                                            |   |     |                                            |  |   |        |  
|Issuance of members interest        |  |                          | 562     |   |                                            |   |     |                                            |  |   |        |  
|Stock compensation expense           |  |                          | 1,185   |   |                                            |   |     |                                            |  |   |        |  
|Distributions to member              |  |                          | (21,254 | ) |                                            |   |     |                                            |  |   |        |  
|Repurchase of member interest        |  |                          | (1,966  | ) |                                            |   |     |                                            |  |   |        |  
|Cumulative translation adjustment    |  |                          | 1       |   |                                            |   | 1    |                                            |  |   | 1       |  
|Net income                           |  |                          | 40,115  |   |                                            |   |     |                                            |  |   | 40,115  |  
|                                     |  |                          |         |   |                                            |   |      |                                            |  |   |         |  
|Total comprehensive income           |  |                          |        |   |                                            |   |     |                                            |  |   | 40,116  |  
|                                     |  |                          |         |   |                                            |   |      |                                            |  |   |         |  
|Members equity at December 31, 2007 |  |                          | 202,326 |   |                                            |   | (54  | )                                          |  |   | 155,787 |  
|Stock compensation expense           |  |                          | 229     |   |                                            |   |     |                                            |  |   |        |  
|Distributions to member              |  |                          | (4,553  | ) |                                            |   |     |                                            |  |   |        |  
|Repurchase of member interest        |  |                          | (68     | ) |                                            |   |     |                                            |  |   |        |  
|Cumulative translation adjustment    |  |                          | (104    | ) |                                            |   | (104 | )                                          |  |   | (104    | )
|Net loss                             |  |                          | (56,161 | ) |                                            |   |     |                                            |  |   | (56,161 | )
|                                     |  |                          |         |   |                                            |   |      |                                            |  |   |         |  
|Total comprehensive loss             |  |                          |        |   |                                            |   |     |                                            |  |   | (56,265 | )
|                                     |  |                          |         |   |                                            |   |      |                                            |  |   |         |  
|Members equity at December 31, 2008 |  | $                        | 141,669 |   |                                            | $ | (158 | )                                          |  | $ | 99,522  |  
|                                     |  |                          |         |   |                                            |   |      |                                            |  |   |         |  

See notes to consolidated financial statements.



F-8



---

##### Table of Contents

Consolidated Statements of Cash Flows

(dollar amounts in thousands)



|                                                                                         |  |                         |         |   |      |   |         |      |  |   |         |  
|---------------------------------------------------------------------------------------- |  | ----------------------- | ------- | - | ---- | - | ------- | ---- |  | - | ------- | -
|                                                                                         |  | Norcraft Holdings, L.P. |        
|                                                                                         |  | Year Ended December 31, |        
|                                                                                         |  | 2008                    |         |   | 2007 |   |         | 2006 | 
|Cash flows from operating activities:                                                    |  |                         |         |   |      |   |         |      |  |   |         |  
|Net income (loss)                                                                        |  | $                       | (67,983 | ) |      | $ | 29,172  |      |  | $ | 39,493  |  
|Adjustments to reconcile net income (loss) to net cash provided by operating activities: |  |                         |         |   |      |   |         |      |  |   |         |  
|Depreciation and amortization of property, plant and equipment                           |  |                         | 6,291   |   |      |   | 5,461   |      |  |   | 4,660   |  
|Amortization:                                                                            |  |                         |         |   |      |   |         |      |  |   |         |  
|Customer relationships                                                                   |  |                         | 4,467   |   |      |   | 4,466   |      |  |   | 4,466   |  
|Deferred financing costs                                                                 |  |                         | 1,532   |   |      |   | 1,540   |      |  |   | 1,498   |  
|Display cabinets                                                                         |  |                         | 7,096   |   |      |   | 6,703   |      |  |   | 5,575   |  
|Impairment of goodwill and other intangible assets                                       |  |                         | 73,938  |   |      |   |        |      |  |   |        |  
|Provision for uncollectible accounts receivable                                          |  |                         | 2,144   |   |      |   | 1,636   |      |  |   | 841     |  
|Provision for obsolete and excess inventory                                              |  |                         | 591     |   |      |   | 638     |      |  |   | 199     |  
|Provision for warranty claims                                                            |  |                         | 3,279   |   |      |   | 3,577   |      |  |   | 4,480   |  
|Accreted interest on senior notes                                                        |  |                         | 7,228   |   |      |   | 10,060  |      |  |   | 9,145   |  
|Stock compensation expense                                                               |  |                         | 229     |   |      |   | 1,185   |      |  |   | 1,090   |  
|Gain on involuntary asset disposal (fire)                                                |  |                         |        |   |      |   | (442    | )    |  |   |        |  
|Loss (gain) on disposal of assets                                                        |  |                         | (1      | ) |      |   | 234     |      |  |   | 30      |  
|Change in operating assets and liabilities:                                              |  |                         |         |   |      |   |         |      |  |   |         |  
|Trade accounts receivable                                                                |  |                         | 6,139   |   |      |   | 7,246   |      |  |   | 424     |  
|Inventories                                                                              |  |                         | 2,750   |   |      |   | (2,613  | )    |  |   | 2,123   |  
|Prepaid expenses                                                                         |  |                         | 317     |   |      |   | (241    | )    |  |   | 35      |  
|Other assets                                                                             |  |                         | 17      |   |      |   | 83      |      |  |   | (196    | )
|Accounts payable and accrued liabilities                                                 |  |                         | (5,691  | ) |      |   | (5,837  | )    |  |   | (3,437  | )
|                                                                                         |  |                         |         |   |      |   |         |      |  |   |         |  
|                                                                                         |  |                         |        
|Net cash provided by operating activities                                                |  |                         | 42,343  |   |      |   | 62,868  |      |  |   | 70,426  |  
|                                                                                         |  |                         |        
|Cash flows from investing activities:                                                    |  |                         |         |   |      |   |         |      |  |   |         |  
|Proceeds from sale of property and equipment                                             |  |                         | 70      |   |      |   | 26      |      |  |   | 97      |  
|Insurance proceeds from involuntary asset disposal (fire)                                |  |                         |        |   |      |   | 496     |      |  |   |        |  
|Purchase of property, plant and equipment                                                |  |                         | (3,047  | ) |      |   | (6,945  | )    |  |   | (6,659  | )
|Additions to display cabinets                                                            |  |                         | (4,091  | ) |      |   | (7,774  | )    |  |   | (6,138  | )
|                                                                                         |  |                         |         |   |      |   |         |      |  |   |         |  
|                                                                                         |  |                         |        
|Net cash used in investing activities                                                    |  |                         | (7,068  | ) |      |   | (14,197 | )    |  |   | (12,700 | )
|                                                                                         |  |                         |        
|Cash flows from financing activities:                                                    |  |                         |         |   |      |   |         |      |  |   |         |  
|Payment of financing costs                                                               |  |                         |        |   |      |   |        |      |  |   | (758    | )
|Book overdrafts payable                                                                  |  |                         |        |   |      |   |        |      |  |   | (1,666  | )
|Payment on term loans to former equity holders                                           |  |                         | (1,959  | ) |      |   | (1,960  | )    |  |   |        |  
|Repurchase of senior subordinated notes                                                  |  |                         |        |   |      |   | (2,000  | )    |  |   |        |  
|Proceeds from issuance of member interests                                               |  |                         |        |   |      |   | 562     |      |  |   | 1,900   |  
|Repurchase of members interests                                                         |  |                         | (68     | ) |      |   | (1,966  | )    |  |   | (2,355  | )
|Distributions to members                                                                 |  |                         | (2,336  | ) |      |   | (18,730 | )    |  |   | (51,812 | )
|                                                                                         |  |                         |         |   |      |   |         |      |  |   |         |  
|                                                                                         |  |                         |        
|Net cash used in financing activities                                                    |  |                         | (4,363  | ) |      |   | (24,094 | )    |  |   | (54,691 | )
|                                                                                         |  |                         |        
|Effect of exchange rates on cash                                                         |  |                         | 85      |   |      |   | (96     | )    |  |   | (40     | )
|                                                                                         |  |                         |         |   |      |   |         |      |  |   |         |  
|                                                                                         |  |                         |        
|Net increase in cash                                                                     |  |                         | 30,997  |   |      |   | 24,481  |      |  |   | 2,995   |  
|                                                                                         |  |                         |        
|Cash, beginning of the period                                                            |  |                         | 28,409  |   |      |   | 3,928   |      |  |   | 933     |  
|                                                                                         |  |                         |         |   |      |   |         |      |  |   |         |  
|                                                                                         |  |                         |        
|Cash, end of period                                                                      |  | $                       | 59,406  |   |      | $ | 28,409  |      |  | $ | 3,928   |  
|                                                                                         |  |                         |         |   |      |   |         |      |  |   |         |  
|                                                                                         |  |                         |        
|Supplemental disclosure of cash flow information:                                        |  |                         |         |   |      |   |         |      |  |   |         |  
|Cash paid during the period for interest                                                 |  | $                       | 14,375  |   |      | $ | 14,475  |      |  | $ | 14,184  |  
|                                                                                         |  |                         |        
|Supplemental disclosure of non-cash transactions:                                        |  |                         |         |   |      |   |         |      |  |   |         |  
|Members interest issue for consideration other than cash                                |  | $                       | 1,532   |   |      | $ |        |      |  | $ |        |  
|Members interest repurchase for consideration other than cash                           |  | $                       |        |   |      | $ |        |      |  | $ | 5,878   |  



F-9



---

##### Table of Contents

Consolidated Statements of Cash Flows

(dollar amounts in thousands)



|                                                                                         |  |                          |         |   |      |   |         |      |  |   |         |  
|---------------------------------------------------------------------------------------- |  | ------------------------ | ------- | - | ---- | - | ------- | ---- |  | - | ------- | -
|                                                                                         |  | Norcraft Companies, L.P. |        
|                                                                                         |  | Year Ended December 31,  |        
|                                                                                         |  | 2008                     |         |   | 2007 |   |         | 2006 | 
|Cash flows from operating activities:                                                    |  |                          |         |   |      |   |         |      |  |   |         |  
|Net income (loss)                                                                        |  | $                        | (56,161 | ) |      | $ | 40,115  |      |  | $ | 49,167  |  
|Adjustments to reconcile net income (loss) to net cash provided by operating activities: |  |                          |         |   |      |   |         |      |  |   |         |  
|Depreciation and amortization of property, plant and equipment                           |  |                          | 6,291   |   |      |   | 5,461   |      |  |   | 4,660   |  
|Amortization:                                                                            |  |                          |         |   |      |   |         |      |  |   |         |  
|Customer relationships                                                                   |  |                          | 4,467   |   |      |   | 4,466   |      |  |   | 4,466   |  
|Deferred financing costs                                                                 |  |                          | 1,063   |   |      |   | 1,111   |      |  |   | 1,108   |  
|Display cabinets                                                                         |  |                          | 7,096   |   |      |   | 6,703   |      |  |   | 5,575   |  
|Impairment of goodwill and other intangible assets                                       |  |                          | 73,938  |   |      |   |        |      |  |   |        |  
|Provision for uncollectible accounts receivable                                          |  |                          | 2,144   |   |      |   | 1,636   |      |  |   | 841     |  
|Provision for obsolete and excess inventory                                              |  |                          | 591     |   |      |   | 638     |      |  |   | 199     |  
|Provision for warranty claims                                                            |  |                          | 3,279   |   |      |   | 3,577   |      |  |   | 4,480   |  
|Stock compensation expense                                                               |  |                          | 229     |   |      |   | 1,185   |      |  |   | 1,090   |  
|Gain on involuntary asset disposal (fire)                                                |  |                          |        |   |      |   | (442    | )    |  |   |        |  
|Loss on disposal of assets                                                               |  |                          | (1      | ) |      |   | 234     |      |  |   | 30      |  
|Change in operating assets and liabilities:                                              |  |                          |         |   |      |   |         |      |  |   |         |  
|Trade accounts receivable                                                                |  |                          | 6,139   |   |      |   | 7,246   |      |  |   | 424     |  
|Inventories                                                                              |  |                          | 2,750   |   |      |   | (2,613  | )    |  |   | 2,123   |  
|Prepaid expenses                                                                         |  |                          | 317     |   |      |   | (241    | )    |  |   | 35      |  
|Other assets                                                                             |  |                          | 17      |   |      |   | 83      |      |  |   | (196    | )
|Accounts payable and accrued liabilities                                                 |  |                          | (9,558  | ) |      |   | (5,837  | )    |  |   | (3,437  | )
|                                                                                         |  |                          |         |   |      |   |         |      |  |   |         |  
|                                                                                         |  |                          |        
|Net cash provided by operating activities                                                |  |                          | 42,601  |   |      |   | 63,322  |      |  |   | 70,565  |  
|                                                                                         |  |                          |        
|Cash flows from investing activities:                                                    |  |                          |         |   |      |   |         |      |  |   |         |  
|Proceeds from sale of property and equipment                                             |  |                          | 70      |   |      |   | 26      |      |  |   | 97      |  
|Insurance proceeds from involuntary asset disposal (fire)                                |  |                          |        |   |      |   | 496     |      |  |   |        |  
|Purchase of property, plant and equipment                                                |  |                          | (3,047  | ) |      |   | (6,945  | )    |  |   | (6,659  | )
|Additions to display cabinets                                                            |  |                          | (4,091  | ) |      |   | (7,774  | )    |  |   | (6,138  | )
|                                                                                         |  |                          |         |   |      |   |         |      |  |   |         |  
|                                                                                         |  |                          |        
|Net cash used in investing activities                                                    |  |                          | (7,068  | ) |      |   | (14,197 | )    |  |   | (12,700 | )
|                                                                                         |  |                          |        
|Cash flows from financing activities:                                                    |  |                          |         |   |      |   |         |      |  |   |         |  
|Payment of financing costs                                                               |  |                          |        |   |      |   |        |      |  |   | (758    | )
|Book overdrafts payable                                                                  |  |                          |        |   |      |   |        |      |  |   | (1,666  | )
|Repurchase of senior subordinated notes                                                  |  |                          |        |   |      |   | (2,000  | )    |  |   |        |  
|Proceeds from issuance of member interests                                               |  |                          |        |   |      |   | 562     |      |  |   | 1,900   |  
|Repurchase of members interests                                                          |  |                          | (68     | ) |      |   | (1,966  | )    |  |   | (2,355  | )
|Distributions to member                                                                  |  |                          | (4,553  | ) |      |   | (21,254 | )    |  |   | (51,841 | )
|                                                                                         |  |                          |         |   |      |   |         |      |  |   |         |  
|                                                                                         |  |                          |        
|Net cash used in financing activities                                                    |  |                          | (4,621  | ) |      |   | (24,658 | )    |  |   | (54,720 | )
|                                                                                         |  |                          |        
|Effect of exchange rates on cash                                                         |  |                          | 85      |   |      |   | (96     | )    |  |   | (40     | )
|                                                                                         |  |                          |         |   |      |   |         |      |  |   |         |  
|                                                                                         |  |                          |        
|Net increase in cash                                                                     |  |                          | 30,997  |   |      |   | 24,371  |      |  |   | 3,105   |  
|                                                                                         |  |                          |        
|Cash, beginning of the period                                                            |  |                          | 28,409  |   |      |   | 4,038   |      |  |   | 933     |  
|                                                                                         |  |                          |         |   |      |   |         |      |  |   |         |  
|                                                                                         |  |                          |        
|Cash, end of period                                                                      |  | $                        | 59,406  |   |      | $ | 28,409  |      |  | $ | 4,038   |  
|                                                                                         |  |                          |         |   |      |   |         |      |  |   |         |  
|                                                                                         |  |                          |        
|Supplemental disclosure of cash flow information:                                        |  |                          |         |   |      |   |         |      |  |   |         |  
|Cash paid during the period for interest                                                 |  | $                        | 10,250  |   |      | $ | 14,021  |      |  | $ | 14,045  |  



F-10



---

##### Table of Contents

Norcraft Holdings, L.P. Norcraft Companies, L.P.

Notes to Consolidated Financial Statements

(dollar amounts in thousands)



|1. | Basis of Presentation and Change in Reporting Entity
|-- | ----------------------------------------------------

The accompanying financial statements are those of Norcraft Holdings, L.P. (Holdings) and one of its wholly owned subsidiaries Norcraft Companies, L.P. (Norcraft). Holdings and Norcraft are collectively referred to
as the Company.

The consolidated financial statements of Holdings
include the accounts of its 100% owned subsidiary, Norcraft Intermediate Holdings, L.P., who has two wholly owned subsidiaries, Norcraft and Norcraft Capital Corp. In August 2004, Holdings and Norcraft Capital Corp. issued $118.0 million of 93/4% senior discount notes for gross proceeds of $80.3 million. Holdings and Norcraft Capital Corp. are the sole obligors of these
notes. Other than the foregoing debt obligations, related deferred issuance costs, and related interest and amortization expense, all other assets, liabilities, income, expenses and cash flows of the consolidated financial statements of Holdings
presented for all periods represent those of its wholly-owned subsidiary Norcraft.

Norcraft GP, L.L.C. (Norcraft GP), a
Delaware limited liability company, is the general partner of Holdings and Norcraft. Norcraft GP does not hold any equity interest in Holdings or Norcraft, but as a general partner of each entity, it controls both entities. The members of Norcraft
GP are SKM Norcraft Corp., Trimaran Cabinet Corp. and Buller Norcraft Holdings, L.L.C. Norcraft GP has not been capitalized and has no assets or liabilities as of December 31, 2008 or 2007. Furthermore, Norcraft GP has no commitment to fund
cash flow deficits or furnish direct or indirect financial assistance to the Company.

Unless separately stated, the information in the
notes herein relate to both Holdings and Norcraft.



|2. | Nature of Company
|-- | -----------------

The Company is a manufacturer
and national distributor of kitchen and bathroom cabinetry to dealers, wholetailers who sell to end users in the repair and remodeling and new home construction markets, contractors, builders and home centers. Manufacturing is conducted from owned
premises located in Kansas, Minnesota, North Carolina, South Dakota, Virginia and Winnipeg, Canada.

The Company has aggregated its three
significant operating segments into one reportable segment, based on similar products, production processes, types of customers, distribution methods and economic characteristics.



|3. | Significant Accounting Policies
|-- | -------------------------------

Cash and
Cash Equivalents

For purposes of reporting cash and cash equivalents, the Company considers all highly liquid investments having
maturities when acquired of three months or less to be cash equivalents. A substantial portion of the Companys cash is held by a single financial institution.

Accounts Receivable and Concentrations of Credit Risk

The Companys customers operate in
the repair and remodeling and new home construction markets; accordingly, their credit worthiness is affected by cyclical trends and general conditions in those markets. Concentrations of credit risk with respect to trade receivables are limited to
some extent by its large number of customers and their geographic dispersion. The Company generally does not require collateral from its customers, but does maintain allowances for estimated uncollectible accounts receivable based on historical
experience and specifically identified at-risk accounts. The adequacy of the allowance is evaluated on an ongoing and periodic basis and adjustments are made in the period in which a change in condition occurs. The Companys largest customer
accounted for approximately 16.6% and 11.8% in 2008 and 2007, respectively.



F-11



---

##### Table of Contents

Norcraft Holdings, L.P. Norcraft Companies, L.P.

Notes to Consolidated Financial Statements

(dollar amounts in thousands)



Inventories

The Company states inventory at the lower of cost or market with cost established using the first-in, first-out (FIFO) method. The Company makes
provisions for estimated obsolete or excess inventories. These provisions are based on historical experience, market conditions and other assumptions and judgment by management. Estimated losses for such obsolete or excess inventory are recorded in
the periods in which those conditions arise.

Property, Plant and Equipment

Property, plant and equipment are recorded at cost. Expenditures for major renewals and betterments that extend lives of assets are capitalized, while
expenditures for maintenance and repairs are charged to operations as incurred. Depreciation and amortization is computed using the straight-line method over the estimated useful lives: buildings and leasehold improvements  20 years or the
life of the underlying lease, factory equipment  7 years, vehicles  5 years, office and data processing equipment  3 to 5 years. The cost and related accumulated depreciation and amortization of assets sold or otherwise disposed of
are removed from the related accounts, and resulting gains or losses are reflected in operations.

Display Cabinets

The cost of cabinetry displays are capitalized when provided to the Companys dealers and are amortized over 36 months, which
represents the period they are expected to be on display for customer viewing.

Other Intangible Assets

Identifiable intangible assets consist of customer relationships. The customer relationship intangible asset is being amortized using the straight-line
method over its estimated useful life of 15 years based on historical and expected customer attrition rates. Straight-line amortization reflects an appropriate allocation of cost of the intangible asset to earnings in proportion to the amount of
economic benefits obtained by the Company in each reporting period.

Amortization expense related to customer relationships of $4.5 million
for each of the years ended December 31, 2008, 2007 and 2006 is included in selling, general and administrative expenses in the consolidated statements of income. Annual amortization expense for each of the next five years is expected to be
$4.5 million per year.

It is the Companys policy to value intangible assets at the lower of unamortized cost or fair value.
Management reviews the valuation and amortization of intangible assets and the estimated useful lives of its identifiable intangible assets on a periodic basis, taking into consideration any events or circumstances which might result in diminished
fair value or revised useful life.

Indefinite-Lived Intangible Assets and Goodwill

Indefinite-lived assets are brand names, consisting of Mid Continent®, UltraCraft®, StarMark® and Fieldstone® are considered indefinite lived intangible assets. Indefinite lived intangible assets are not amortized. Instead, the Company makes annual assessments, or as events or circumstances indicate that the asset might be impaired, separately from
goodwill, to evaluate realizability of carrying values. The total fair value of brand names prior to impairment was $49.0 million. The fair value of the indefinite-lived assets is determined for the annual impairment test using the Royalty Savings
Method, which is a variation of the income approach. A discount rate of 14.0% was used plus a premium of 1.0% based on the nature of the asset. During the fourth quarter of 2008, an impairment charge of $13.9 million was recognized for brand names.

Our significant reporting units for the purpose of performing the impairment analysis tests for goodwill consist of Mid Continent,
UltraCraft and StarMark. For the purpose of performing the required impairment tests, we primarily apply a present value (discounted cash flow) method to determine the fair value of the reporting units with goodwill. We perform our annual impairment
test of goodwill and indefinite-lived intangible assets during the fourth quarter.

Our reporting units are composed of either a discrete
business or an aggregation of businesses with similar economic characteristics. Certain factors may result in the need to perform an impairment test prior to the fourth quarter, including significant underperformance of our business relative to
expected operating results, significant adverse economic and industry trends, and a decision to divest an individual business within a reporting unit.

Goodwill impairment is determined using a two-step process. The first step is to identify if a potential impairment exists by comparing the fair value of a reporting unit with its carrying amount, including goodwill.
If the fair value of a reporting unit exceeds its carrying amount, goodwill of the reporting unit is not considered to have a potential impairment and the second step of the process is not necessary. However, if the carrying amount of a reporting
unit exceeds its fair value, the second step is performed to determine if goodwill is impaired and to measure the amount of impairment loss to recognize, if any.



F-12



---

##### Table of Contents

Norcraft Holdings, L.P. Norcraft Companies, L.P.

Notes to Consolidated Financial Statements

(dollar amounts in thousands)



The second step, if necessary, compares the implied fair value of goodwill with the carrying amount
of goodwill. If the implied fair value of goodwill exceeds the carrying amount, then goodwill is not considered impaired. However, if the carrying amount of goodwill exceeds the implied fair value, an impairment loss is recognized in an amount equal
to that excess.

We estimate the fair value of our reporting units, using various valuation techniques, with the primary technique being a
discounted cash flow analysis. A discounted cash flow analysis requires us to make various judgmental assumptions about sales, operating margins, growth rates and discount rates. Assumptions about discount rates are based on a weighted-average cost
of capital derived from observable market inputs and comparable company data. Assumptions about sales, operating margins, and growth rates are based on our forecasts, business plans, economic projections, anticipated future cash flows and
marketplace data. Assumptions are also made for varying perpetual growth rates for periods beyond the long-term business plan period. Because of the increased uncertainty resulting from worsening global economic conditions, our revenue projections
generally assumed reductions in 2009 and a period of recovery beginning in 2010.

In evaluating the fair value of all our reporting units,
we assumed revenue declines for 2009 from 2008 reflecting a continuation of weakness in the home-building and remodeling markets. We then assumed revenue in 2010 to begin to show recovery. We also assumed a discount rate of 14.0% and a perpetual
growth rate of 2.0% reflecting the market conditions in the fourth quarter of 2008.

Our first step impairment analysis for 2008 indicated
that the fair value of the Mid Continent and UltraCraft reporting units did not exceed their carrying values.

This impairment test and
subsequent valuation resulted in a total impairment charge of $73.9 million in the fourth quarter of fiscal 2008. Of the total impairment charge, $60.0 million was attributable to goodwill and $13.9 million was attributable to brand names. A summary
of impairment charges by reporting unit is as follows:



|                  |  |              |        |   |            |   |        |          |  |   |        |   |  |              |         |   |            |   |         |          |  |       |        |   |  |   |        |  |   |         |  
|----------------- |  | ------------ | ------ | - | ---------- | - | ------ | -------- |  | - | ------ | - |  | ------------ | ------- | - | ---------- | - | ------- | -------- |  | ----- | ------ | - |  | - | ------ |  | - | ------- | -
|                  |  | Brand Names  |        |   | Goodwill   |  
|                  |  | MidContinent |        |   | UltraCraft |   |        | StarMark |  |   | Total  |   |  | MidContinent |         |   | UltraCraft |   |         | StarMark |  | Total |       
|Beginning balance |  | $            | 28,700 |   |            | $ | 7,500  |          |  | $ | 12,800 |   |  | $            | 49,000  |   |            | $ | 90,507  |          |  | $     | 11,691 |   |  | $ | 46,261 |  | $ | 148,459 |  
|Impairment        |  |              | (7,700 | ) |            |   | (3,900 | )        |  |   | (2,300 | ) |  |              | (13,900 | ) |            |   | (51,911 | )        |  |       | (8,127 | ) |  |   |       |  |   | (60,038 | )
|                  |  |              |        |   |            |   |        |          |  |   |        |   |  |              |         |   |            |   |         |          |  |       |        |   |  |   |        |  |   |         |  
|Ending balance    |  | $            | 21,000 |   |            | $ | 3,600  |          |  | $ | 10,500 |   |  | $            | 35,100  |   |            | $ | 38,596  |          |  | $     | 3,564  |   |  | $ | 46,261 |  | $ | 88,421  |  
|                  |  |              |        |   |            |   |        |          |  |   |        |   |  |              |         |   |            |   |         |          |  |       |        |   |  |   |        |  |   |         |  

We may need to perform an impairment test prior to the fourth quarter of 2009, if revenues or
results for any of these reporting units fall significantly below our estimates during 2009, the perpetual growth rate decreases significantly, the discount rate increases significantly, or other key assumptions used in our fair value calculations
in the fourth quarter of 2008 change.

Deferred Financing Costs

Debt issuance costs are deferred and amortized to deferred financing expense using the interest method over the terms of the related debt. Holdings
amortization of such costs for each of the fiscal years 2008, 2007 and 2006 totaled approximately $1.5 million.

Norcrafts
amortization of such costs for each of the fiscal years 2008, 2007 and 2006 totaled approximately $1.1 million.

Future estimated aggregate
amortization expense at December 31, 2008 is as follows:



|                         |  |                        |       |                         |   |      
|------------------------ |  | ---------------------- | ----- | ----------------------- | - | -----
|Year Ending December 31, |  | NorcraftHoldings, L.P. |       | NorcraftCompanies, L.P.
|2009                     |  | $                      | 1,541 |                         | $ | 1,063
|2010                     |  |                        | 1,541 |                         |   | 1,063
|2011                     |  |                        | 1,172 |                         |   | 694  
|2012                     |  |                        | 330   |                         |   |     

Foreign Currency Translation/Transactions

The financial statements of the Companys Canadian subsidiary are translated into U.S. dollars for consolidation. All assets and liabilities are
translated using period-end exchange rates and statement of operations items are translated using average exchange rates for the period. The resulting translation adjustments are recorded as a separate component of members equity. Also
recorded as translation adjustments in members equity are transaction gains and losses on long-term intercompany balances for which settlement is not planned or anticipated in the foreseeable future. Other foreign currency transaction gains
and losses are included in determining net income, but have not been material in any of the periods presented.

Revenue
Recognition

Revenue is recognized upon delivery of product, which represents the point at which ownership transfers to the
customer. Net sales represent gross sales less deductions taken for sales returns, freight charge backs and incentive rebate programs. These deductions are based on historical experience, market conditions and terms of the applicable marketing
agreements with the customers.



F-13



---

##### Table of Contents

Norcraft Holdings, L.P. Norcraft Companies, L.P.

Notes to Consolidated Financial Statements

(dollar amounts in thousands)



Shipping and Handling Costs

The Company classifies freight chargeback billings to customers as a component of net sales in the statement of income and the related cost is included as
a component of cost of sales.

Advertising

The Company expenses all advertising costs as incurred. Advertising expense was $0.4 million, $0.5 million and $0.5 million for the years ended December 31, 2008, 2007 and 2006, respectively.

Volume-Based Incentives

These
incentives typically involve rebates or refunds of a specified amount of cash consideration that are redeemable only if the customer completes a specified cumulative level of sales transactions. Under incentive programs of this nature, the Company
estimates the anticipated rebate to be paid and allocates a portion of the estimated cost of the rebate to each underlying sales transaction with the customer. The estimated rebates are recorded as a reduction of revenue in the period of sale based
on historical redemption rates.

Marketing Programs

Under these arrangements the Company agrees to reimburse certain of its customers for a portion of the costs incurred by the customer to advertise and
promote certain of the Companys products. The Company recognizes the cost of cooperative advertising programs in the period in which the advertising and promotional activity takes place. The actual costs of these programs are included in
selling, general and administrative expenses in the statement of income.

Product Warranties

The Company provides warranties for its products ranging from three years up to the life of the product. Estimated costs to be incurred for such
warranties are provided for in the period of sale based on historical claim rates as a component of cost of sales in the statement of income. (See Part IV, Item 15, Exhibits and Financial Statement Schedules, Note 4,
Supplemental Financial Statement Information)

Income Taxes

The Company consists of two limited partnerships, whereby income is allocated to its limited partners for inclusion in their respective tax returns.
Accordingly, no liability or provision for federal income taxes and deferred income taxes attributable to the Companys operations are included in the accompanying financial statements. While the Company is subject to various state and local
taxes at the entity level and files income tax returns in various jurisdictions, these amounts have historically been insignificant. The Company classifies taxes, interest and penalties as a component of other expense.

Use of Estimates

The
preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and
liabilities at the date of the financial statements, as well as the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates.



F-14



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##### Table of Contents

Norcraft Holdings, L.P. Norcraft Companies, L.P.

Notes to Consolidated Financial Statements

(dollar amounts in thousands)



|4. | Supplemental Financial Statement Information
|-- | --------------------------------------------

Trade Accounts Receivable

Trade accounts receivable for Holdings and Norcraft consists of the following:



|                                           |  |      |        |   |      |   |        |  
|------------------------------------------ |  | ---- | ------ | - | ---- | - | ------ | -
|                                           |  | 2008 |        |   | 2007 |  
|Trade accounts receivable                  |  | $    | 20,557 |   |      | $ | 28,684 |  
|Less: allowance for uncollectible accounts |  |      | (2,022 | ) |      |   | (1,862 | )
|                                           |  |      |        |   |      |   |        |  
|Trade accounts receivable, net             |  | $    | 18,535 |   |      | $ | 26,822 |  
|                                           |  |      |        |   |      |   |        |  

Inventories

Inventories for Holding and Norcraft consist of the following:



|                           |  |      |        |      |   |       
|-------------------------- |  | ---- | ------ | ---- | - | ------
|                           |  | 2008 |        | 2007
|Raw materials and supplies |  | $    | 14,648 |      | $ | 15,442
|Work in process            |  |      | 2,942  |      |   | 4,752 
|Finished goods             |  |      | 3,009  |      |   | 3,894 
|                           |  |      |        |      |   |       
|                           |  | $    | 20,599 |      | $ | 24,088
|                           |  |      |        |      |   |       

Supplier Concentration

The Company purchased approximately 16.7%, 15.9% and 15.2% of its raw materials during 2008, 2007 and 2006, respectively, from its largest supplier.

Property, Plant and Equipment

Property, plant and equipment for Holdings and Norcraft consist of the following:



|                                     |  |      |         |   |      |   |         |  
|------------------------------------ |  | ---- | ------- | - | ---- | - | ------- | -
|                                     |  | 2008 |         |   | 2007 |  
|Land                                 |  | $    | 2,872   |   |      | $ | 2,872   |  
|Buildings and improvements           |  |      | 23,849  |   |      |   | 23,657  |  
|Factory equipment                    |  |      | 26,716  |   |      |   | 24,780  |  
|Vehicles                             |  |      | 243     |   |      |   | 158     |  
|Office and data processing equipment |  |      | 5,978   |   |      |   | 5,694   |  
|Construction in progress             |  |      | 451     |   |      |   | 804     |  
|                                     |  |      |         |   |      |   |         |  
|                                     |  |      | 60,109  |   |      |   | 57,965  |  
|Less: accumulated depreciation       |  |      | (24,480 | ) |      |   | (18,487 | )
|                                     |  |      |         |   |      |   |         |  
|                                     |  | $    | 35,629  |   |      | $ | 39,478  |  
|                                     |  |      |         |   |      |   |         |  

Accrued expenses

Accrued expenses consist of the following:



|                                            |  |                         |        |                          |   |        |  |      |        |  |   |       
|------------------------------------------- |  | ----------------------- | ------ | ------------------------ | - | ------ |  | ---- | ------ |  | - | ------
|                                            |  | Norcraft Holdings, L.P. |        | Norcraft Companies, L.P.
|                                            |  | 2008                    |        | 2007                     |   | 2008   |  | 2007
|Salaries, wages and employee benefits       |  | $                       | 6,104  |                          | $ | 7,594  |  | $    | 6,104  |  | $ | 7,594 
|Commissions, rebates and marketing programs |  |                         | 3,145  |                          |   | 4,148  |  |      | 3,191  |  |   | 4,148 
|Workers compensation                       |  |                         | 2,510  |                          |   | 2,448  |  |      | 2,464  |  |   | 2,448 
|Interest                                    |  |                         | 6,055  |                          |   | 2,300  |  |      | 2,220  |  |   | 2,300 
|Other, including product warranty accruals  |  |                         | 2,454  |                          |   | 3,789  |  |      | 2,454  |  |   | 3,789 
|                                            |  |                         |        |                          |   |        |  |      |        |  |   |       
|                                            |  | $                       | 20,268 |                          | $ | 20,279 |  | $    | 16,433 |  | $ | 20,279
|                                            |  |                         |        |                          |   |        |  |      |        |  |   |       



F-15



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##### Table of Contents

Norcraft Holdings, L.P. Norcraft Companies, L.P.

Notes to Consolidated Financial Statements

(dollar amounts in thousands)



Product Warranties

Product warranty activity is as follows for Norcraft Holdings, L.P. and Norcraft Companies, L.P.:



|                                   |  |      |        |   |      |   |        |      |  |   |        |  
|---------------------------------- |  | ---- | ------ | - | ---- | - | ------ | ---- |  | - | ------ | -
|                                   |  | 2008 |        |   | 2007 |   |        | 2006 | 
|Beginning balance                  |  | $    | 776    |   |      | $ | 871    |      |  | $ | 843    |  
|Accruals for warrantiescurrent    |  |      | 3,373  |   |      |   | 3,577  |      |  |   | 4,480  |  
|Settlements made during the period |  |      | (3,514 | ) |      |   | (3,672 | )    |  |   | (4,452 | )
|                                   |  |      |        |   |      |   |        |      |  |   |        |  
|                                   |  |      |       
|Ending balance                     |  | $    | 635    |   |      | $ | 776    |      |  | $ | 871    |  
|                                   |  |      |        |   |      |   |        |      |  |   |        |  

Product warranty is a component of the Other category in the accrued expenses table
above.



|5. | Income TaxesAdoption of FIN 48
|-- | -------------------------------

Effective
January 1, 2007, the Company adopted FIN 48, Accounting for Uncertainty in Income Taxesan Interpretation of FASB Statement No. 109 ("FIN 48"), which provides a comprehensive model for the recognition, measurement and disclosure in
financial statements of uncertain income tax positions that a company has taken or expects to take on a tax return. The Company accrues interest and related penalties, if applicable, on all tax exposures for which reserves have been established
consistent with jurisdictional tax laws. Upon the adoption of FIN 48, the Company recorded a reserve for unrecognized state and local tax benefits totaling $0.4 million as an increase to other long-term liabilities, with a corresponding decrease to
retained earnings. The transition adjustment included $0.2 million of interest and penalties, as of January 1, 2007. The Companys accrual for these tax exposures was $0.5 million at December 31, 2008 and 2007.

The Company is subject to tax examinations by tax authorities in numerous states until the applicable statute of limitations expire. The Company does not
anticipate significant changes in the amount of unrecognized tax benefits over the next year.



|6. | Long-term debt
|-- | --------------

Long-term debt consists of the
following:



|                                                                                         |  |                         |         |                          |   |         |  |      |         |  |   |        
|---------------------------------------------------------------------------------------- |  | ----------------------- | ------- | ------------------------ | - | ------- |  | ---- | ------- |  | - | -------
|                                                                                         |  | Norcraft Holdings, L.P. |         | Norcraft Companies, L.P.
|                                                                                         |  | 2008                    |         | 2007                     |   | 2008    |  | 2007
|Senior subordinated notes payable (due in 2011 with semi-annual interest payments at 9%) |  | $                       | 148,000 |                          | $ | 148,000 |  | $    | 148,000 |  | $ | 148,000
|                                                                                         |  |                         |         |                         
|Unsecured notes (due in 2009 with interest at 8.45%)                                     |  |                         | 459     |                          |   | 3,918   |  |      |        |  |   |       
|                                                                                         |  |                         |         |                         
|Senior discount notes payable (due in 2012 with interest payments accreting at 9.75%)    |  |                         | 118,000 |                          |   | 118,000 |  |      |        |  |   |       
|                                                                                         |  |                         |         |                          |   |         |  |      |         |  |   |        
|                                                                                         |  |                         |         |                         
|Total debt                                                                               |  |                         | 266,459 |                          |   | 269,918 |  |      | 148,000 |  |   | 148,000
|                                                                                         |  |                         |         |                         
|Less discount                                                                            |  |                         |        |                          |   | 7,228   |  |      |        |  |   |       
|                                                                                         |  |                         |         |                         
|Less current portion                                                                     |  |                         | 459     |                          |   | 1,959   |  |      |        |  |   |       
|                                                                                         |  |                         |         |                          |   |         |  |      |         |  |   |        
|                                                                                         |  |                         |         |                         
|Long-term debt                                                                           |  | $                       | 266,000 |                          | $ | 260,731 |  | $    | 148,000 |  | $ | 148,000
|                                                                                         |  |                         |         |                          |   |         |  |      |         |  |   |        



F-16



---

##### Table of Contents

Norcraft Holdings, L.P. Norcraft Companies, L.P.

Notes to Consolidated Financial Statements

(dollar amounts in thousands)



Future maturities of long-term debt at December 31, 2008 are as follows:



|                         |  |                        |         |                         |   |        
|------------------------ |  | ---------------------- | ------- | ----------------------- | - | -------
|Year Ending December 31, |  | NorcraftHoldings, L.P. |         | NorcraftCompanies, L.P.
|2009                     |  | $                      | 459     |                         | $ |       
|2010                     |  |                        |        |                         |   |       
|2011                     |  |                        | 148,000 |                         |   | 148,000
|2012                     |  |                        | 118,000 |                         |   |       
|                         |  |                        |         |                         |   |        
|                         |  | $                      | 266,459 |                         | $ | 148,000
|                         |  |                        |         |                         |   |        

Senior Credit Facility

Norcraft had a senior credit facility, as amended, with a syndicate of financial institution providing for up to $60 million in borrowings available
through a revolving loan facility which would have matured on May 2, 2011 and had no scheduled amortization or commitment reductions. As noted in Note 15, on March 27, 2009, the Company elected to terminate the Amended and Restated Credit
Agreement.

The senior credit facility contained covenants, which, among other things, limited: (i) additional indebtedness; (ii) dividends;
(iii) capital expenditures and (iv) acquisitions, mergers and consolidations. Indebtedness under the senior credit facility was secured by substantially all of Norcrafts assets, including its real and personal property, inventory, accounts
receivable, intellectual property and other intangibles. The facility also contained certain financial covenants, including maximum leverage ratio, minimum interest coverage ratio and minimum fixed charge coverage ratio. The Company was in
compliance with these financial covenants at December 31, 2008.

In addition, the senior credit facility was guaranteed by Intermediate
Holdings and collateralized assets (including Norcrafts equity interests), as well as guaranteed by and collateralized by the equity interests and substantially all of the assets of Norcrafts subsidiaries.

The senior credit facility also contained customary events of default, and upon the occurrence of such events of default, the outstanding obligations may
have been accelerated and become due and payable immediately.

Commitment fees were due quarterly at a rate of .375% of any unused
commitments.

Approximately $5.4 million of letters of credit were outstanding at December 31, 2008 and 2007. Following the termination
of the Amended and Restated Credit Facility, the Company collateralized the letter of credit obligations with approximately $5.6 million of cash.

We generally anticipate that the funds generated by operations and current available cash balances will be sufficient to meet working capital requirements, make required member tax distributions and to finance capital expenditures over the
next 12 to 18 months.

Senior Subordinated Notes

On October 21, 2003, Norcraft and Norcraft Finance Corp., a 100% owned finance subsidiary of Norcraft, issued, on a joint and several basis, $150 million, 9% senior subordinated notes due in 2011 (the
Senior Subordinated Notes). Norcraft Finance Corp. was formed on September 26, 2003 and has no operations. Interest accrues on the Senior Subordinated Notes and is payable semiannually on May 1 and November 1 of each year
at a rate of 9% per annum. The Senior Subordinated Notes are subordinated to all existing and future senior debt, including any indebtedness under the senior credit facility.

Norcraft has the option to redeem the notes, in whole or part, at a redemption price equal to 100% of the principal amount plus a premium declining
ratably to par, plus accrued and unpaid interest. On August 21, 2007, Norcraft repurchased and cancelled $2.0 million of its Senior Subordinated Notes at a purchase price of $2.0 million plus accrued interest of $55,000.

If Norcraft experiences a change of control, it may be required to offer to purchase the Senior Subordinated Notes at a purchase price equal to 101% of
the principal amount, plus accrued and unpaid interest.

Additionally, the terms of the indenture governing the Senior Subordinated Notes
limit the Companys ability to, among other things, incur additional indebtedness, dispose of assets, make acquisitions, make other investments, pay dividends and make various other payments. The terms also include cross-default provisions.

Holdings Senior Discount Notes

On August 17, 2004, Holdings and Norcraft Capital Corp., a 100% owned finance subsidiary of
Holdings, issued, on a joint and several basis, $118.0 million aggregate principal amount at maturity ($80.3 million gross proceeds) of 9 3/4% senior discount notes due 2012 (the Senior Discount Notes). The net proceeds of this
offering were used to make a distribution to Holdings limited partners. Norcraft Capital Corp. was formed on August 12, 2004 and has no operations. Interest accrued on the Senior Discount Notes in the form of an increase in the accreted
value of the note prior to September 1, 2008. Since that time, cash interest on the Senior Discount Notes accrues and is payable semiannually in arrears on March 1 and September 1 of each year at a rate of 93/4% per annum. The first cash interest payment was made on March 1, 2009. Holdings has no independent operating assets or liabilities other than
its investment in its subsidiaries.



F-17



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##### Table of Contents

Norcraft Holdings, L.P. Norcraft Companies, L.P.

Notes to Consolidated Financial Statements

(dollar amounts in thousands)



Holdings may redeem the Senior Discount Notes, in whole or in part, at a redemption price equal to
100% of the principal amount plus a premium, declining ratably to par, plus accrued and unpaid interest.

If Holdings experiences a change
in control, it may be required to purchase the Senior Discount Notes at a purchase price equal to 101% of the accreted value plus accrued and unpaid interest.

Additionally, the terms of the indenture governing the Senior Discount Notes limit Holdings ability to, among other things, incur additional indebtedness, dispose of assets, make acquisitions, make other
investments, pay dividends and make various other payments. The terms also include cross-default provisions.

The Senior Discount Notes are
structurally subordinated to all debt and liabilities, including trade payables, of Holdings subsidiaries, including Norcraft, and are effectively subordinated to any of Holdings future secured debt to the extent of the value of the
assets securing such debt. Holdings subsidiaries may not have sufficient funds or assets to permit payments to Holdings in amounts sufficient to permit Holdings to pay all or any portion of its indebtedness and other obligations, including its
obligations on the Senior Discount Notes. As of December 31, 2008, the aggregate debt of Holdings subsidiary (other than Norcraft Capital Corp., which has no additional debt) was $148.0 million.

Unsecured Notes

In September 2006,
Holdings repurchased the equity interests of two former equity holders. Consideration for these repurchases was in the form of $2.0 million in cash and $5.9 million in unsecured notes payable (the Unsecured Notes). Principal on the
Unsecured Notes is payable in three equal, annual payments. The first principal payment of $2.0 million was paid during September 2007 and the second principal payment of $2.0 million was paid during September 2008. These notes accrue interest at
8.45%, which is payable quarterly. On December 31, 2008, Holdings converted the unpaid principal amount and accrued interest of an unsecured note of $1,532,279 into 1,298,541.398 Class A units of Holdings at a conversion price of $1.18 per
unit.



F-18



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##### Table of Contents

Norcraft Holdings, L.P. Norcraft Companies, L.P.

Notes to Consolidated Financial Statements

(dollar amounts in thousands)



The following represents certain condensed consolidating financial information as of December 31, 2008 and 2007
and for the years ended December 31, 2008, 2007 and 2006 for the issuers and for Norcraft Canada Corporation, a wholly-owned subsidiary of Norcraft, which fully and unconditionally guarantees the Senior Subordinated Notes. In addition, the
terms and conditions of the Senior Subordinated Notes limit Norcrafts ability to pay dividends or other payments to Holdings. In this regard, the net assets of Norcraft are restricted assets of Holdings. As such, condensed financial
information for Holdings (the parent company) is also presented. The information presented follows the equity method of accounting except for consolidated amounts.

CONDENSED CONSOLIDATING BALANCE SHEETS

As of December 31, 2008



|                                       |  |                            |         |   |                         |   |                |  |   |              |   |  |                                    |        |                       |  |   |              |  |   |                                   |   |  |   |          |   |  |   |         |  
|-------------------------------------- |  | -------------------------- | ------- | - | ----------------------- | - | -------------- |  | - | ------------ | - |  | ---------------------------------- | ------ | --------------------- |  | - | ------------ |  | - | --------------------------------- | - |  | - | -------- | - |  | - | ------- | -
|                                       |  | NorcraftCompanies,L.P. (1) |         |   | NorcraftFinanceCorp (1) |   | NorcraftCanada |  |   | Eliminations |   |  | ConsolidatedNorcraftCompanies,L.P. |        | NorcraftHoldings,L.P. |  |   | Eliminations |  |   | ConsolidatedNorcraftHoldings,L.P. |  
|Current assets                         |  | $                          | 98,732  |   |                         | $ |               |  | $ | 1,618        |   |  | $                                  |       |                       |  | $ | 100,350      |  | $ |                                  |   |  | $ |         |   |  | $ | 100,350 |  
|Property, plant & equipment, net       |  |                            | 30,982  |   |                         |   |               |  |   | 4,647        |   |  |                                    |       |                       |  |   | 35,629       |  |   |                                  |   |  |   |         |   |  |   | 35,629  |  
|Investments in subsidiary              |  |                            | (1,000  | ) |                         |   |               |  |   |             |   |  |                                    | 1,000  |                       |  |   |             |  |   | 141,669                           |   |  |   | (141,669 | ) |  |   |        |  
|                                       |  |                            |         |   |                         |   |                | 
|Other assets                           |  |                            | 183,855 |   |                         |   |               |  |   | 213          |   |  |                                    | (6,798 | )                     |  |   | 177,270      |  |   | 1,764                             |   |  |   |         |   |  |   | 179,034 |  
|                                       |  |                            |         |   |                         |   |                |  |   |              |   |  |                                    |        |                       |  |   |              |  |   |                                   |   |  |   |          |   |  |   |         |  
|                                       |  |                            |         |   |                         |   |                | 
|Total assets                           |  | $                          | 312,569 |   |                         | $ |               |  | $ | 6,478        |   |  | $                                  | (5,798 | )                     |  | $ | 313,249      |  | $ | 143,433                           |   |  | $ | (141,669 | ) |  | $ | 315,013 |  
|                                       |  |                            |         |   |                         |   |                |  |   |              |   |  |                                    |        |                       |  |   |              |  |   |                                   |   |  |   |          |   |  |   |         |  
|                                       |  |                            |         |   |                         |   |                | 
|Current liabilities                    |  | $                          | 22,441  |   |                         | $ |               |  | $ | 680          |   |  | $                                  |       |                       |  | $ | 23,121       |  | $ | 4,294                             |   |  | $ |         |   |  | $ | 27,415  |  
|                                       |  |                            |         |   |                         |   |                | 
|Long-term debt                         |  |                            | 148,000 |   |                         |   |               |  |   | 6,798        |   |  |                                    | (6,798 | )                     |  |   | 148,000      |  |   | 118,000                           |   |  |   |         |   |  |   | 266,000 |  
|                                       |  |                            |         |   |                         |   |                | 
|Other liabilities                      |  |                            | 459     |   |                         |   |               |  |   |             |   |  |                                    |       |                       |  |   | 459          |  |   |                                  |   |  |   |         |   |  |   | 459     |  
|Members equity subject to put request |  |                            |        |   |                         |   |               |  |   |             |   |  |                                    |       |                       |  |   |             |  |   | 25,305                            |   |  |   |         |   |  |   | 25,305  |  
|                                       |  |                            |         |   |                         |   |                | 
|Members equity                        |  |                            | 141,669 |   |                         |   |               |  |   | (1,000       | ) |  |                                    | 1,000  |                       |  |   | 141,669      |  |   | (4,166                            | ) |  |   | (141,669 | ) |  |   | (4,166  | )
|                                       |  |                            |         |   |                         |   |                |  |   |              |   |  |                                    |        |                       |  |   |              |  |   |                                   |   |  |   |          |   |  |   |         |  
|Total liabilities & members equity    |  | $                          | 312,569 |   |                         | $ |               |  | $ | 6,478        |   |  | $                                  | (5,798 | )                     |  | $ | 313,249      |  | $ | 143,433                           |   |  | $ | (141,669 | ) |  | $ | 315,013 |  
|                                       |  |                            |         |   |                         |   |                |  |   |              |   |  |                                    |        |                       |  |   |              |  |   |                                   |   |  |   |          |   |  |   |         |  

As of December 31, 2007



|                                       |  |                            |         |                         |   |                |  |              |       |  |                                    |        |                       |  |              |         |  |                                   |         |  |   |          |   |  |   |        
|-------------------------------------- |  | -------------------------- | ------- | ----------------------- | - | -------------- |  | ------------ | ----- |  | ---------------------------------- | ------ | --------------------- |  | ------------ | ------- |  | --------------------------------- | ------- |  | - | -------- | - |  | - | -------
|                                       |  | NorcraftCompanies,L.P. (1) |         | NorcraftFinanceCorp (1) |   | NorcraftCanada |  | Eliminations |       |  | ConsolidatedNorcraftCompanies,L.P. |        | NorcraftHoldings,L.P. |  | Eliminations |         |  | ConsolidatedNorcraftHoldings,L.P.
|Current assets                         |  | $                          | 79,986  |                         | $ |               |  | $            | 1,472 |  | $                                  |       |                       |  | $            | 81,458  |  | $                                 |        |  | $ |         |   |  | $ | 81,458 
|Property, plant & equipment, net       |  |                            | 34,872  |                         |   |               |  |              | 4,606 |  |                                    |       |                       |  |              | 39,478  |  |                                   |        |  |   |         |   |  |   | 39,478 
|Investments in subsidiary              |  |                            | 898     |                         |   |               |  |              |      |  |                                    | (898   | )                     |  |              |        |  |                                   | 202,326 |  |   | (202,326 | ) |  |   |       
|                                       |  |                            |         |                         |   |                |  |             
|Other assets                           |  |                            | 264,378 |                         |   |               |  |              | 212   |  |                                    | (4,682 | )                     |  |              | 259,908 |  |                                   | 2,233   |  |   |         |   |  |   | 262,141
|                                       |  |                            |         |                         |   |                |  |              |       |  |                                    |        |                       |  |              |         |  |                                   |         |  |   |          |   |  |   |        
|                                       |  |                            |         |                         |   |                |  |             
|Total assets                           |  | $                          | 380,134 |                         | $ |               |  | $            | 6,290 |  | $                                  | (5,580 | )                     |  | $            | 380,844 |  | $                                 | 204,559 |  | $ | (202,326 | ) |  | $ | 383,077
|                                       |  |                            |         |                         |   |                |  |              |       |  |                                    |        |                       |  |              |         |  |                                   |         |  |   |          |   |  |   |        
|                                       |  |                            |         |                         |   |                |  |             
|Current liabilities                    |  | $                          | 29,355  |                         | $ |               |  | $            | 710   |  | $                                  |       |                       |  | $            | 30,065  |  | $                                 | 1,959   |  | $ |         |   |  | $ | 32,024 
|                                       |  |                            |         |                         |   |                |  |             
|Long-term debt                         |  |                            | 148,000 |                         |   |               |  |              | 4,682 |  |                                    | (4,682 | )                     |  |              | 148,000 |  |                                   | 112,731 |  |   |         |   |  |   | 260,731
|                                       |  |                            |         |                         |   |                |  |             
|Other liabilities                      |  |                            | 453     |                         |   |               |  |              |      |  |                                    |       |                       |  |              | 453     |  |                                   |        |  |   |         |   |  |   | 453    
|Members equity subject to put request |  |                            |        |                         |   |               |  |              |      |  |                                    |       |                       |  |              |        |  |                                   | 42,331  |  |   |         |   |  |   | 42,331 
|                                       |  |                            |         |                         |   |                |  |             
|Members equity                        |  |                            | 202,326 |                         |   |               |  |              | 898   |  |                                    | (898   | )                     |  |              | 202,326 |  |                                   | 47,538  |  |   | (202,326 | ) |  |   | 47,538 
|                                       |  |                            |         |                         |   |                |  |              |       |  |                                    |        |                       |  |              |         |  |                                   |         |  |   |          |   |  |   |        
|Total liabilities & members equity    |  | $                          | 380,134 |                         | $ |               |  | $            | 6,290 |  | $                                  | (5,580 | )                     |  | $            | 380,844 |  | $                                 | 204,559 |  | $ | (202,326 | ) |  | $ | 383,077
|                                       |  |                            |         |                         |   |                |  |              |       |  |                                    |        |                       |  |              |         |  |                                   |         |  |   |          |   |  |   |        



|(1) | Co-issuers
|--- | ----------



F-19



---

##### Table of Contents

Norcraft Holdings, L.P. Norcraft Companies, L.P.

Notes to Consolidated Financial Statements

(dollar amounts in thousands)



CONDENSED CONSOLIDATING INCOME STATEMENTS

For the Year Ended December 31, 2008



|                                                   |  |                            |         |   |                         |   |                |  |   |              |   |  |                                    |        |   |                       |   |         |              |  |                                   |         |   |  |   |        |  |   |         |  
|-------------------------------------------------- |  | -------------------------- | ------- | - | ----------------------- | - | -------------- |  | - | ------------ | - |  | ---------------------------------- | ------ | - | --------------------- | - | ------- | ------------ |  | --------------------------------- | ------- | - |  | - | ------ |  | - | ------- | -
|                                                   |  | NorcraftCompanies,L.P. (1) |         |   | NorcraftFinanceCorp (1) |   | NorcraftCanada |  |   | Eliminations |   |  | ConsolidatedNorcraftCompanies,L.P. |        |   | NorcraftHoldings,L.P. |   |         | Eliminations |  | ConsolidatedNorcraftHoldings,L.P. |        
|Net sales                                          |  | $                          | 330,603 |   |                         | $ |               |  | $ | 6,327        |   |  | $                                  | (5,382 | ) |                       | $ | 331,548 |              |  | $                                 |        |   |  | $ |       |  | $ | 331,548 |  
|                                                   |  |                            |         |   |                         |   |                | 
|Cost of sales                                      |  |                            | 232,748 |   |                         |   |               |  |   | 7,061        |   |  |                                    | (5,382 | ) |                       |   | 234,427 |              |  |                                   |        |   |  |   |       |  |   | 234,427 |  
|                                                   |  |                            |         |   |                         |   |                |  |   |              |   |  |                                    |        |   |                       |   |         |              |  |                                   |         |   |  |   |        |  |   |         |  
|                                                   |  |                            |         |   |                         |   |                | 
|Gross profit                                       |  |                            | 97,855  |   |                         |   |               |  |   | (734         | ) |  |                                    |       |   |                       |   | 97,121  |              |  |                                   |        |   |  |   |       |  |   | 97,121  |  
|Equity in earnings (losses) of subsidiary          |  |                            | (1,794  | ) |                         |   |               |  |   |             |   |  |                                    | 1,794  |   |                       |   |        |              |  |                                   | (56,161 | ) |  |   | 56,161 |  |   |        |  
|Selling, general and administrative expenses       |  |                            | 63,731  |   |                         |   |               |  |   | 1,058        |   |  |                                    |       |   |                       |   | 64,789  |              |  |                                   |        |   |  |   |       |  |   | 64,789  |  
|Impairment of goodwill and other intangible assets |  |                            | 73,938  |   |                         |   |               |  |   |             |   |  |                                    |       |   |                       |   | 73,938  |              |  |                                   |        |   |  |   |       |  |   | 73,938  |  
|                                                   |  |                            |         |   |                         |   |                |  |   |              |   |  |                                    |        |   |                       |   |         |              |  |                                   |         |   |  |   |        |  |   |         |  
|Income (loss) from operations                      |  |                            | (41,608 | ) |                         |   |               |  |   | (1,792       | ) |  |                                    | 1,794  |   |                       |   | (41,606 | )            |  |                                   | (56,161 | ) |  |   | 56,161 |  |   | (41,606 | )
|Other expense (income):                            |  |                            |         |   |                         |   |                |  |   |              |   |  |                                    |        |   |                       |   |         |              |  |                                   |         |   |  |   |        |  |   |         |  
|Interest expense, net                              |  |                            | 13,341  |   |                         |   |               |  |   |             |   |  |                                    |       |   |                       |   | 13,341  |              |  |                                   | 11,353  |   |  |   |       |  |   | 24,694  |  
|Amortization of deferred financing costs           |  |                            | 1,063   |   |                         |   |               |  |   |             |   |  |                                    |       |   |                       |   | 1,063   |              |  |                                   | 469     |   |  |   |       |  |   | 1,532   |  
|                                                   |  |                            |         |   |                         |   |                | 
|Other, net                                         |  |                            | 149     |   |                         |   |               |  |   | 2            |   |  |                                    |       |   |                       |   | 151     |              |  |                                   |        |   |  |   |       |  |   | 151     |  
|                                                   |  |                            |         |   |                         |   |                |  |   |              |   |  |                                    |        |   |                       |   |         |              |  |                                   |         |   |  |   |        |  |   |         |  
|Total other expense (income)                       |  |                            | 14,553  |   |                         |   |               |  |   | 2            |   |  |                                    |       |   |                       |   | 14,555  |              |  |                                   | 11,822  |   |  |   |       |  |   | 26,377  |  
|                                                   |  |                            |         |   |                         |   |                |  |   |              |   |  |                                    |        |   |                       |   |         |              |  |                                   |         |   |  |   |        |  |   |         |  
|                                                   |  |                            |         |   |                         |   |                | 
|Net income (loss)                                  |  | $                          | (56,161 | ) |                         | $ |               |  | $ | (1,794       | ) |  | $                                  | 1,794  |   |                       | $ | (56,161 | )            |  | $                                 | (67,983 | ) |  | $ | 56,161 |  | $ | (67,983 | )
|                                                   |  |                            |         |   |                         |   |                |  |   |              |   |  |                                    |        |   |                       |   |         |              |  |                                   |         |   |  |   |        |  |   |         |  

For the Year Ended December 31, 2007



|                                             |  |                            |         |   |                         |   |                |  |   |              |   |  |                                    |         |                       |  |              |         |  |                                   |        |  |   |         |   |  |   |        
|-------------------------------------------- |  | -------------------------- | ------- | - | ----------------------- | - | -------------- |  | - | ------------ | - |  | ---------------------------------- | ------- | --------------------- |  | ------------ | ------- |  | --------------------------------- | ------ |  | - | ------- | - |  | - | -------
|                                             |  | NorcraftCompanies,L.P. (1) |         |   | NorcraftFinanceCorp (1) |   | NorcraftCanada |  |   | Eliminations |   |  | ConsolidatedNorcraftCompanies,L.P. |         | NorcraftHoldings,L.P. |  | Eliminations |         |  | ConsolidatedNorcraftHoldings,L.P.
|Net sales                                    |  | $                          | 393,254 |   |                         | $ |               |  | $ | 12,522       |   |  | $                                  | (11,734 | )                     |  | $            | 394,042 |  | $                                 |       |  | $ |        |   |  | $ | 394,042
|                                             |  |                            |         |   |                         |   |                | 
|Cost of sales                                |  |                            | 262,160 |   |                         |   |               |  |   | 13,074       |   |  |                                    | (11,734 | )                     |  |              | 263,500 |  |                                   |       |  |   |        |   |  |   | 263,500
|                                             |  |                            |         |   |                         |   |                |  |   |              |   |  |                                    |         |                       |  |              |         |  |                                   |        |  |   |         |   |  |   |        
|                                             |  |                            |         |   |                         |   |                | 
|Gross profit                                 |  |                            | 131,094 |   |                         |   |               |  |   | (552         | ) |  |                                    |        |                       |  |              | 130,542 |  |                                   |       |  |   |        |   |  |   | 130,542
|Equity in earnings (losses) of subsidiary    |  |                            | (989    | ) |                         |   |               |  |   |             |   |  |                                    | 989     |                       |  |              |        |  |                                   | 40,115 |  |   | (40,115 | ) |  |   |       
|Selling, general and administrative expenses |  |                            | 75,603  |   |                         |   |               |  |   | 409          |   |  |                                    |        |                       |  |              | 76,012  |  |                                   |       |  |   |        |   |  |   | 76,012 
|                                             |  |                            |         |   |                         |   |                |  |   |              |   |  |                                    |         |                       |  |              |         |  |                                   |        |  |   |         |   |  |   |        
|Income (loss) from operations                |  |                            | 54,502  |   |                         |   |               |  |   | (961         | ) |  |                                    | 989     |                       |  |              | 54,530  |  |                                   | 40,115 |  |   | (40,115 | ) |  |   | 54,530 
|Other expense (income):                      |  |                            |         |   |                         |   |                |  |   |              |   |  |                                    |         |                       |  |              |         |  |                                   |        |  |   |         |   |  |   |        
|Interest expense, net                        |  |                            | 13,098  |   |                         |   |               |  |   | 6            |   |  |                                    |        |                       |  |              | 13,104  |  |                                   | 10,514 |  |   |        |   |  |   | 23,618 
|Amortization of deferred financing costs     |  |                            | 1,111   |   |                         |   |               |  |   |             |   |  |                                    |        |                       |  |              | 1,111   |  |                                   | 429    |  |   |        |   |  |   | 1,540  
|                                             |  |                            |         |   |                         |   |                | 
|Other, net                                   |  |                            | 178     |   |                         |   |               |  |   | 22           |   |  |                                    |        |                       |  |              | 200     |  |                                   |       |  |   |        |   |  |   | 200    
|                                             |  |                            |         |   |                         |   |                |  |   |              |   |  |                                    |         |                       |  |              |         |  |                                   |        |  |   |         |   |  |   |        
|Total other expense (income)                 |  |                            | 14,387  |   |                         |   |               |  |   | 28           |   |  |                                    |        |                       |  |              | 14,415  |  |                                   | 10,943 |  |   |        |   |  |   | 25,358 
|                                             |  |                            |         |   |                         |   |                |  |   |              |   |  |                                    |         |                       |  |              |         |  |                                   |        |  |   |         |   |  |   |        
|                                             |  |                            |         |   |                         |   |                | 
|Net income (loss)                            |  | $                          | 40,115  |   |                         | $ |               |  | $ | (989         | ) |  | $                                  | 989     |                       |  | $            | 40,115  |  | $                                 | 29,172 |  | $ | (40,115 | ) |  | $ | 29,172 
|                                             |  |                            |         |   |                         |   |                |  |   |              |   |  |                                    |         |                       |  |              |         |  |                                   |        |  |   |         |   |  |   |        



F-20



---

##### Table of Contents

Norcraft Holdings, L.P. Norcraft Companies, L.P.

Notes to Consolidated Financial Statements

(dollar amounts in thousands)



CONDENSED CONSOLIDATING INCOME STATEMENTS

For the Year Ended December 31, 2006



|                                             |  |                            |         |   |                         |   |                |  |   |              |   |  |                                    |         |                       |  |              |         |  |                                   |        |  |   |         |   |  |   |        
|-------------------------------------------- |  | -------------------------- | ------- | - | ----------------------- | - | -------------- |  | - | ------------ | - |  | ---------------------------------- | ------- | --------------------- |  | ------------ | ------- |  | --------------------------------- | ------ |  | - | ------- | - |  | - | -------
|                                             |  | NorcraftCompanies,L.P. (1) |         |   | NorcraftFinanceCorp (1) |   | NorcraftCanada |  |   | Eliminations |   |  | ConsolidatedNorcraftCompanies,L.P. |         | NorcraftHoldings,L.P. |  | Eliminations |         |  | ConsolidatedNorcraftHoldings,L.P.
|Net sales                                    |  | $                          | 440,478 |   |                         | $ |               |  | $ | 15,919       |   |  | $                                  | (15,919 | )                     |  | $            | 440,478 |  | $                                 |       |  | $ |        |   |  | $ | 440,478
|                                             |  |                            |         |   |                         |   |                | 
|Cost of sales                                |  |                            | 300,953 |   |                         |   |               |  |   | 15,730       |   |  |                                    | (15,919 | )                     |  |              | 300,764 |  |                                   |       |  |   |        |   |  |   | 300,764
|                                             |  |                            |         |   |                         |   |                |  |   |              |   |  |                                    |         |                       |  |              |         |  |                                   |        |  |   |         |   |  |   |        
|                                             |  |                            |         |   |                         |   |                | 
|Gross profit                                 |  |                            | 139,525 |   |                         |   |               |  |   | 189          |   |  |                                    |        |                       |  |              | 139,714 |  |                                   |       |  |   |        |   |  |   | 139,714
|Equity in earnings (losses) of subsidiary    |  |                            | (288    | ) |                         |   |               |  |   |             |   |  |                                    | 288     |                       |  |              |        |  |                                   | 49,167 |  |   | (49,167 | ) |  |   |       
|Selling, general and administrative expenses |  |                            | 75,465  |   |                         |   |               |  |   | 454          |   |  |                                    |        |                       |  |              | 75,919  |  |                                   |       |  |   |        |   |  |   | 75,919 
|                                             |  |                            |         |   |                         |   |                |  |   |              |   |  |                                    |         |                       |  |              |         |  |                                   |        |  |   |         |   |  |   |        
|Income (loss) from operations                |  |                            | 63,772  |   |                         |   |               |  |   | (265         | ) |  |                                    | 288     |                       |  |              | 63,795  |  |                                   | 49,167 |  |   | (49,167 | ) |  |   | 63,795 
|Other expense (income):                      |  |                            |         |   |                         |   |                |  |   |              |   |  |                                    |         |                       |  |              |         |  |                                   |        |  |   |         |   |  |   |        
|Interest expense, net                        |  |                            | 13,372  |   |                         |   |               |  |   | (2           | ) |  |                                    |        |                       |  |              | 13,370  |  |                                   | 9,284  |  |   |        |   |  |   | 22,654 
|Amortization of deferred financing costs     |  |                            | 1,108   |   |                         |   |               |  |   |             |   |  |                                    |        |                       |  |              | 1,108   |  |                                   | 390    |  |   |        |   |  |   | 1,498  
|                                             |  |                            |         |   |                         |   |                | 
|Other, net                                   |  |                            | 125     |   |                         |   |               |  |   | 25           |   |  |                                    |        |                       |  |              | 150     |  |                                   |       |  |   |        |   |  |   | 150    
|                                             |  |                            |         |   |                         |   |                |  |   |              |   |  |                                    |         |                       |  |              |         |  |                                   |        |  |   |         |   |  |   |        
|Total other expense (income)                 |  |                            | 14,605  |   |                         |   |               |  |   | 23           |   |  |                                    |        |                       |  |              | 14,628  |  |                                   | 9,674  |  |   |        |   |  |   | 24,302 
|                                             |  |                            |         |   |                         |   |                |  |   |              |   |  |                                    |         |                       |  |              |         |  |                                   |        |  |   |         |   |  |   |        
|                                             |  |                            |         |   |                         |   |                | 
|Net income (loss)                            |  | $                          | 49,167  |   |                         | $ |               |  | $ | (288         | ) |  | $                                  | 288     |                       |  | $            | 49,167  |  | $                                 | 39,493 |  | $ | (49,167 | ) |  | $ | 39,493 
|                                             |  |                            |         |   |                         |   |                |  |   |              |   |  |                                    |         |                       |  |              |         |  |                                   |        |  |   |         |   |  |   |        



|(1) | Co-issuers
|--- | ----------



F-21



---

##### Table of Contents

Norcraft Holdings, L.P. Norcraft Companies, L.P.

Notes to Consolidated Financial Statements

(dollar amounts in thousands)



CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS

For the Year Ended December 31, 2008



|                                                      |  |                            |        |   |                         |   |                |  |   |              |   |  |                                    |        |   |                       |   |        |              |  |   |                                   |   |  |   |        |   |  |   |        |  
|----------------------------------------------------- |  | -------------------------- | ------ | - | ----------------------- | - | -------------- |  | - | ------------ | - |  | ---------------------------------- | ------ | - | --------------------- | - | ------ | ------------ |  | - | --------------------------------- | - |  | - | ------ | - |  | - | ------ | -
|                                                      |  | NorcraftCompanies,L.P. (1) |        |   | NorcraftFinanceCorp (1) |   | NorcraftCanada |  |   | Eliminations |   |  | ConsolidatedNorcraftCompanies,L.P. |        |   | NorcraftHoldings,L.P. |   |        | Eliminations |  |   | ConsolidatedNorcraftHoldings,L.P. |  
|Cash flows provided by (used in) operating activities |  | $                          | 44,086 |   |                         | $ |               |  | $ | (1,485       | ) |  | $                                  |       |   |                       | $ | 42,601 |              |  | $ | 4,363                             |   |  | $ | (4,621 | ) |  | $ | 42,343 |  
|Cash flows provided by (used in) investing activities |  |                            | (8,417 | ) |                         |   |               |  |   | (767         | ) |  |                                    | 2,116  |   |                       |   | (7,068 | )            |  |   |                                  |   |  |   |       |   |  |   | (7,068 | )
|Cash flows provided by (used in) financing activities |  |                            | (4,621 | ) |                         |   |               |  |   | 2,116        |   |  |                                    | (2,116 | ) |                       |   | (4,621 | )            |  |   | (4,363                            | ) |  |   | 4,621  |   |  |   | (4,363 | )
|Effect of exchange rates on cash                      |  |                            |       |   |                         |   |               |  |   | 85           |   |  |                                    |       |   |                       |   | 85     |              |  |   |                                  |   |  |   |       |   |  |   | 85     |  
|                                                      |  |                            |        |   |                         |   |                |  |   |              |   |  |                                    |        |   |                       |   |        |              |  |   |                                   |   |  |   |        |   |  |   |        |  
|Net increase (decrease) in cash                       |  |                            | 31,048 |   |                         |   |               |  |   | (51          | ) |  |                                    |       |   |                       |   | 30,997 |              |  |   |                                  |   |  |   |       |   |  |   | 30,997 |  
|Cash, beginning of period                             |  |                            | 28,318 |   |                         |   |               |  |   | 91           |   |  |                                    |       |   |                       |   | 28,409 |              |  |   |                                  |   |  |   |       |   |  |   | 28,409 |  
|                                                      |  |                            |        |   |                         |   |                |  |   |              |   |  |                                    |        |   |                       |   |        |              |  |   |                                   |   |  |   |        |   |  |   |        |  
|                                                      |  |                            |        |   |                         |   |                | 
|Cash, end of period                                   |  | $                          | 59,366 |   |                         | $ |               |  | $ | 40           |   |  | $                                  |       |   |                       | $ | 59,406 |              |  | $ |                                  |   |  | $ |       |   |  | $ | 59,406 |  
|                                                      |  |                            |        |   |                         |   |                |  |   |              |   |  |                                    |        |   |                       |   |        |              |  |   |                                   |   |  |   |        |   |  |   |        |  

For the Year Ended December 31, 2007



|                                                      |  |                            |         |   |                         |   |                |  |   |              |   |  |                                    |      |   |                       |   |         |              |  |   |                                   |   |  |   |         |   |  |   |         |  
|----------------------------------------------------- |  | -------------------------- | ------- | - | ----------------------- | - | -------------- |  | - | ------------ | - |  | ---------------------------------- | ---- | - | --------------------- | - | ------- | ------------ |  | - | --------------------------------- | - |  | - | ------- | - |  | - | ------- | -
|                                                      |  | NorcraftCompanies,L.P. (1) |         |   | NorcraftFinanceCorp (1) |   | NorcraftCanada |  |   | Eliminations |   |  | ConsolidatedNorcraftCompanies,L.P. |      |   | NorcraftHoldings,L.P. |   |         | Eliminations |  |   | ConsolidatedNorcraftHoldings,L.P. |  
|Cash flows provided by (used in) operating activities |  | $                          | 62,800  |   |                         | $ |               |  | $ | 522          |   |  | $                                  |     |   |                       | $ | 63,322  |              |  | $ | 24,204                            |   |  | $ | (24,658 | ) |  | $ | 62,868  |  
|Cash flows provided by (used in) investing activities |  |                            | (13,717 | ) |                         |   |               |  |   | (877         | ) |  |                                    | 397  |   |                       |   | (14,197 | )            |  |   |                                  |   |  |   |        |   |  |   | (14,197 | )
|Cash flows provided by (used in) financing activities |  |                            | (24,658 | ) |                         |   |               |  |   | 397          |   |  |                                    | (397 | ) |                       |   | (24,658 | )            |  |   | (24,094                           | ) |  |   | 24,658  |   |  |   | (24,094 | )
|Effect of exchange rates on cash                      |  |                            |        |   |                         |   |               |  |   | (96          | ) |  |                                    |     |   |                       |   | (96     | )            |  |   |                                  |   |  |   |        |   |  |   | (96     | )
|                                                      |  |                            |         |   |                         |   |                |  |   |              |   |  |                                    |      |   |                       |   |         |              |  |   |                                   |   |  |   |         |   |  |   |         |  
|Net increase (decrease) in cash                       |  |                            | 24,425  |   |                         |   |               |  |   | (54          | ) |  |                                    |     |   |                       |   | 24,371  |              |  |   | 110                               |   |  |   |        |   |  |   | 24,481  |  
|Cash, beginning of period                             |  |                            | 3,893   |   |                         |   |               |  |   | 145          |   |  |                                    |     |   |                       |   | 4,038   |              |  |   | (110                              | ) |  |   |        |   |  |   | 3,928   |  
|                                                      |  |                            |         |   |                         |   |                |  |   |              |   |  |                                    |      |   |                       |   |         |              |  |   |                                   |   |  |   |         |   |  |   |         |  
|                                                      |  |                            |         |   |                         |   |                | 
|Cash, end of period                                   |  | $                          | 28,318  |   |                         | $ |               |  | $ | 91           |   |  | $                                  |     |   |                       | $ | 28,409  |              |  | $ |                                  |   |  | $ |        |   |  | $ | 28,409  |  
|                                                      |  |                            |         |   |                         |   |                |  |   |              |   |  |                                    |      |   |                       |   |         |              |  |   |                                   |   |  |   |         |   |  |   |         |  



F-22



---

##### Table of Contents

Norcraft Holdings, L.P. Norcraft Companies, L.P.

Notes to Consolidated Financial Statements

(dollar amounts in thousands)



CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS

For the Year Ended December 31, 2006



|                                                      |  |                            |         |   |                         |   |                |  |   |              |   |  |                                    |      |   |                       |   |         |              |  |   |                                   |   |  |   |         |   |  |   |         |  
|----------------------------------------------------- |  | -------------------------- | ------- | - | ----------------------- | - | -------------- |  | - | ------------ | - |  | ---------------------------------- | ---- | - | --------------------- | - | ------- | ------------ |  | - | --------------------------------- | - |  | - | ------- | - |  | - | ------- | -
|                                                      |  | NorcraftCompanies,L.P. (1) |         |   | NorcraftFinanceCorp (1) |   | NorcraftCanada |  |   | Eliminations |   |  | ConsolidatedNorcraftCompanies,L.P. |      |   | NorcraftHoldings,L.P. |   |         | Eliminations |  |   | ConsolidatedNorcraftHoldings,L.P. |  
|Cash flows provided by (used in) operating activities |  | $                          | 70,375  |   |                         | $ |               |  | $ | 190          |   |  | $                                  |     |   |                       | $ | 70,565  |              |  | $ | 52,157                            |   |  | $ | (52,296 | ) |  | $ | 70,426  |  
|Cash flows provided by (used in) investing activities |  |                            | (12,616 | ) |                         |   |               |  |   | (468         | ) |  |                                    | 384  |   |                       |   | (12,700 | )            |  |   |                                  |   |  |   |        |   |  |   | (12,700 | )
|Cash flows provided by (used in) financing activities |  |                            | (54,720 | ) |                         |   |               |  |   | 384          |   |  |                                    | (384 | ) |                       |   | (54,720 | )            |  |   | (52,267                           | ) |  |   | 52,296  |   |  |   | (54,691 | )
|Effect of exchange rates on cash                      |  |                            |        |   |                         |   |               |  |   | (40          | ) |  |                                    |     |   |                       |   | (40     | )            |  |   |                                  |   |  |   |        |   |  |   | (40     | )
|                                                      |  |                            |         |   |                         |   |                |  |   |              |   |  |                                    |      |   |                       |   |         |              |  |   |                                   |   |  |   |         |   |  |   |         |  
|Net increase (decrease) in cash                       |  |                            | 3,039   |   |                         |   |               |  |   | 66           |   |  |                                    |     |   |                       |   | 3,105   |              |  |   | (110                              | ) |  |   |        |   |  |   | 2,995   |  
|Cash, beginning of period                             |  |                            | 854     |   |                         |   |               |  |   | 79           |   |  |                                    |     |   |                       |   | 933     |              |  |   |                                  |   |  |   |        |   |  |   | 933     |  
|                                                      |  |                            |         |   |                         |   |                |  |   |              |   |  |                                    |      |   |                       |   |         |              |  |   |                                   |   |  |   |         |   |  |   |         |  
|                                                      |  |                            |         |   |                         |   |                | 
|Cash, end of period                                   |  | $                          | 3,893   |   |                         | $ |               |  | $ | 145          |   |  | $                                  |     |   |                       | $ | 4,038   |              |  | $ | (110                              | ) |  | $ |        |   |  | $ | 3,928   |  
|                                                      |  |                            |         |   |                         |   |                |  |   |              |   |  |                                    |      |   |                       |   |         |              |  |   |                                   |   |  |   |         |   |  |   |         |  



|(1) | Co-issuers
|--- | ----------



F-23



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##### Table of Contents

Norcraft Holdings, L.P. Norcraft Companies, L.P.

Notes to Consolidated Financial Statements

(dollar amounts in thousands)



|7. | Disclosures About Fair Value of Financial Instruments
|-- | -----------------------------------------------------

The following tables present the carrying amounts and quoted fair market values of financial instruments at December 31, 2008 and 2007. The fair value of a financial instrument is deemed to be the amount at which the instrument could
be exchanged in a current transaction between willing parties.



|                                |  |                         |         |            |   |                |  |            |         |  |   |        
|------------------------------- |  | ----------------------- | ------- | ---------- | - | -------------- |  | ---------- | ------- |  | - | -------
|                                |  | Norcraft Holdings, L.P.
|                                |  | 2008                    |         | 2007      
|                                |  | CarryingAmount          |         | Fair Value |   | CarryingAmount |  | Fair Value
|9.00% Senior Subordinated Notes |  | $                       | 148,000 |            | $ | 125,800        |  | $          | 148,000 |  | $ | 150,220
|9.75% Senior Discount Notes     |  |                         | 118,000 |            |   | 87,910         |  |            | 110,772 |  |   | 99,695 



|                                |  |                          |         |            |   |                |  |            |         |  |   |        
|------------------------------- |  | ------------------------ | ------- | ---------- | - | -------------- |  | ---------- | ------- |  | - | -------
|                                |  | Norcraft Companies, L.P.
|                                |  | 2008                     |         | 2007      
|                                |  | CarryingAmount           |         | Fair Value |   | CarryingAmount |  | Fair Value
|9.00% Senior Subordinated Notes |  | $                        | 148,000 |            | $ | 125,800        |  | $          | 148,000 |  | $ | 150,220

The quoted fair market value of the financial instruments presented may not be indicative of their
future values.



|8. | Members Equity
|-- | ---------------

Holdings:

At December 31, 2008 and 2007, there were 134,173,458 and 132,906,332 Class A units issued and outstanding, respectively. Class A limited
partners are entitled to one vote per unit held. As provided in the limited partnership agreement, income, gain, loss, deduction or credit are allocated to the members pro rata, in accordance with their respective percentage interests, except as
required by the Internal Revenue Code and related regulations. The limited partnership agreement also provides for the Company to make estimated distributions to Holdings for payment of estimated federal and state income taxes arising from the
Companys operations.

At December 31, 2008 and 2007, there were 1,251,682 Class B units issued and outstanding. The holder of a
Class B unit is also entitled to receive, contingent upon certain corporate events, a number of Class C units equal to the number of Class B units held by the holder. The combination of the outstanding Class B units and the contingent right provided
by the Class C units provides rights and privileges consistent with that of a Class A unit holder.

Norcraft:

All of Norcrafts member units are owned by Holdings.

Management Incentive Plan

Holdings has a management incentive plan, (the Plan)
which provides for the grants of incentive Class D limited partnership units in Holdings to selected employees of the Company. Under the terms of the Plan, the Class D units generally begin to vest on December 31 of the first full year
following the date of grant, with 50% of the units typically vesting over a five year period (time based vesting) and 50% vesting over a five year period subject to the Company meeting certain performance based criteria in each of those years
(probability based vesting). Upon vesting, each Class D unit entitles the unit holder the option to purchase one Class A unit in Holdings. All Class D units will be issued with an exercise price equal to the then fair value of Holdings
Class A units.



F-24



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##### Table of Contents

Norcraft Holdings, L.P. Norcraft Companies, L.P.

Notes to Consolidated Financial Statements

(dollar amounts in thousands)



The fair value of the Class D units granted is based on the Black-Scholes option-pricing model. In
accordance with SFAS No. 123R, the Company is required to incorporate a volatility factor in the fair value calculation. The volatility factor is developed through the use of a sample of peer group companies consisting of publicly-traded
companies that operate in the Companys same industry. The Company granted 97,391 incentive Class D units during the year ended December 31, 2008; the cumulative fair value of which was determined to be de minimus.

Compensation expense related to Class D units was $0.2 million, $0.6 million and $1.1 million for the years ended December 31, 2008, 2007 and 2006,
respectively. Because individuals receiving these Class D unit awards are employees of Norcraft, the compensation expense is recorded at the Norcraft level. Prior to the adoption of SFAS No. 123R, compensation expense related to Class D units
would have been $0.7 million for the year ended December 31, 2006. As such the impact of adopting SFAS No. 123R was to increase 2006 compensation expense by $0.4 million.

The following table sets forth information about the fair value of the Class D unit grant on the date of grant using the Black-Scholes option-pricing
model and the weighted average assumptions used for such grant:



|                                                     |  |      |      |   |      |   |      |      |  |   |      |  
|---------------------------------------------------- |  | ---- | ---- | - | ---- | - | ---- | ---- |  | - | ---- | -
|                                                     |  | 2008 |      |   | 2007 |   |      | 2006 | 
|Weighted-average fair value of Class D units granted |  | $    | 0.45 |   |      | $ | 0.74 |      |  | $ | 0.82 |  
|Dividend yield                                       |  |      | 0.0  | % |      |   | 0.0  | %    |  |   | 0.0  | %
|Risk-free interest rate                              |  |      | 1.59 | % |      |   | 3.74 | %    |  |   | 4.69 | %
|Volatility                                           |  |      | 41.0 | % |      |   | 32.9 | %    |  |   | 34.5 | %
|Expected lives                                       |  |      | 4.80 |   |      |   | 5.00 |      |  |   | 4.92 |  

A summary of Class D unit activity under the Plan is as follows:



|                    |  |           |   |      |                                    |      |       |           |   |                                    |   |       |  |           |                                    |  |   |     
|------------------- |  | --------- | - | ---- | ---------------------------------- | ---- | ----- | --------- | - | ---------------------------------- | - | ----- |  | --------- | ---------------------------------- |  | - | ----
|                    |  | 2008      |   | 2007 |                                    | 2006
|                    |  | Units     |   |      | Weighted-AverageExercise Price (1) |      | Units |           |   | Weighted-AverageExercise Price (1) |   | Units |  |           | Weighted-AverageExercise Price (1)
|Beginning balance   |  | 5,129,311 |   |      | $                                  | 0.83 |       | 4,743,047 |   |                                    | $ | 0.64  |  | 4,386,217 |                                    |  | $ | 0.45
|Granted             |  | 97,391    |   |      | $                                  | 1.18 |       | 929,445   |   |                                    | $ | 1.36  |  | 2,994,210 |                                    |  | $ | 1.92
|Exercised           |  | (15,464   | ) |      | $                                  | 2.27 |       | (230,205  | ) |                                    | $ | 1.15  |  |          |                                    |  | $ |    
|Forfeited/Expired   |  | (369,915  | ) |      | $                                  | 2.21 |       | (312,976  | ) |                                    | $ | 1.63  |  | (713,828  | )                                  |  | $ | 0.31
|                    |  |           |   |      |                                    |      |       |           |   |                                    |   |       |  |           |                                    |  |   |     
|                    |  |           |   |      |                                    |     
|Ending balance      |  | 4,841,323 |   |      | $                                  | 0.73 |       | 5,129,311 |   |                                    | $ | 0.83  |  | 6,666,599 |                                    |  | $ | 0.95
|                    |  |           |   |      |                                    |      |       |           |   |                                    |   |       |  |           |                                    |  |   |     
|                    |  |           |   |      |                                    |     
|Exercisable balance |  | 4,294,240 |   |      | $                                  | 0.59 |       | 3,903,798 |   |                                    | $ | 0.63  |  | 2,833,561 |                                    |  | $ | 0.55
|                    |  |           |   |      |                                    |      |       |           |   |                                    |   |       |  |           |                                    |  |   |     

| | 
| | 

| | (1) | Price-per-share amounts shown are adjusted to reflect the effect of modifications of exercise price in 2006 resulting from member distributions.
| | --- | ------------------------------------------------------------------------------------------------------------------------------------------------

The intrinsic values of the issued Class D units and exercisable Class D units at December 31, 2008 were $3.3 million and $2.9 million,
respectively.



F-25



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##### Table of Contents

Norcraft Holdings, L.P. Norcraft Companies, L.P.

Notes to Consolidated Financial Statements

(dollar amounts in thousands)



Members Equity Subject to Put Request

The limited partnership agreement of Holdings provides that certain employee equity Holders may request that Holdings repurchase limited partnership units
upon their death or disability at the then fair market value. Following such a request, Holdings must use commercially reasonable efforts to repurchase such units, subject to limitations on the repurchase of equity contained in the senior credit
facility and the indentures governing the Senior Discount Notes and Senior Subordinated Notes, respectively. The fair market value of these units is recorded outside of permanent equity. Any changes in the fair market value of these units are
reported as changes in members equity subject to put request in the statement of members equity and comprehensive income. As of December 31, 2008, 2007 and 2006, there were 21.5 million, 20.2 million and 20.7 million
units subject to the put request, respectively.

The fair market value of a unit is estimated by dividing the current equity value of the
Company by the number of vested units outstanding. The equity value of the Company is based on the earnings multiple used in the Acquisition times trailing twelve months EBITDA plus net cash and liability positions.



|9. | Employee Benefit Plan
|-- | ---------------------

The Company sponsors a
contributory defined contribution plan, established under the provisions of Section 401(k) of the Internal Revenue Code, which provides, among other things, for the Company to make discretionary contributions. Company contributions to this plan
were $1.2 million, $0.7 million and $0.6 million for the years ended December 31, 2008, 2007 and 2006, respectively.



|10. | Related Party Transactions
|--- | --------------------------

The Company has
agreements with affiliates of two of its majority limited partners, Apax Partners, L.P. and Trimaran Fund Management, L.L.C., to provide management services to the Company. Under the terms of the agreement, the Company will pay a $1.0 million annual
management fee plus reimbursement of any out-of-pocket expenses incurred. The agreement expires upon sale to an unaffiliated third party of substantially all of the Companys assets or interests. Management fees charged to expense as a
component of selling, general and administrative expenses was $1.0 million for each of the years ended December 31, 2008, 2007 and 2006.



|11. | Leases
|--- | ------

The Company leases its corporate office and
distribution facilities under operating leases expiring on various dates. In addition to the base rent, certain leases require the Company to pay as additional rent a portion of the real estate taxes and common area expenses of the leased premises.
Total rent expense was $2.8 million, $2.9 million and $2.4 million for the years ended December 31, 2008, 2007 and 2006, respectively. The Company has historically entered and will continue to enter into leases of a temporary or short-term
nature that do not extend beyond December 31, 2008 and that do not have future non-cancelable commitments.

Future minimum lease
payments under non-cancelable operating leases at December 31, 2008, are as follows:



|                         |  |        |      
|------------------------ |  | ------ | -----
|Year Ending December 31, |  | Amount
|2009                     |  | $      | 2,492
|2010                     |  |        | 1,457
|2011                     |  |        | 858  
|2012                     |  |        | 319  
|2013                     |  |        | 133  
|                         |  |        |      
|                         |  | $      | 5,259
|                         |  |        |      



F-26



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##### Table of Contents

Norcraft Holdings, L.P. Norcraft Companies, L.P.

Notes to Consolidated Financial Statements

(dollar amounts in thousands)



|12. | Commitments and Contingencies
|--- | -----------------------------

The Company is party
to legal actions and contingencies arising during the normal course of business. In the opinion of management, the resolution of these matters will not have a material adverse effect on the Companys financial position, results of operations or
cash flows.



|13. | Unaudited Supplemental Quarterly Data
|--- | -------------------------------------



|                                                   |  |                         |        |               |   |              |  |               |        |  |   |         |  
|-------------------------------------------------- |  | ----------------------- | ------ | ------------- | - | ------------ |  | ------------- | ------ |  | - | ------- | -
|                                                   |  | Norcraft Holdings, L.P. |       
|                                                   |  | FirstQuarter            |        | SecondQuarter |   | ThirdQuarter |  | FourthQuarter |       
|2008                                               |  |                         |        |               |   |              |  |               |        |  |   |         |  
|Net sales                                          |  | $                       | 87,631 |               | $ | 93,218       |  | $             | 84,020 |  | $ | 66,679  |  
|Cost of sales                                      |  |                         | 62,985 |               |   | 64,863       |  |               | 58,884 |  |   | 47,695  |  
|                                                   |  |                         |        |               |   |              |  |               |        |  |   |         |  
|Gross profit                                       |  |                         | 24,646 |               |   | 28,355       |  |               | 25,136 |  |   | 18,984  |  
|Selling, general and administrative expenses       |  |                         | 17,347 |               |   | 16,831       |  |               | 15,076 |  |   | 15,535  |  
|Impairment of goodwill and other intangible assets |  |                         |       |               |   |             |  |               |       |  |   | 73,938  |  
|                                                   |  |                         |        |               |   |              |  |               |        |  |   |         |  
|Income (loss) from operations                      |  |                         | 7,299  |               |   | 11,524       |  |               | 10,060 |  |   | (70,489 | )
|Other expense (income):                            |  |                         |        |               |   |              |  |               |        |  |   |         |  
|Interest expense, net                              |  |                         | 6,015  |               |   | 6,272        |  |               | 6,097  |  |   | 6,310   |  
|Amortization of deferred financing costs           |  |                         | 380    |               |   | 382          |  |               | 385    |  |   | 385     |  
|Other, net                                         |  |                         | 30     |               |   | 30           |  |               | 63     |  |   | 28      |  
|                                                   |  |                         |        |               |   |              |  |               |        |  |   |         |  
|                                                   |  |                         | 6,425  |               |   | 6,684        |  |               | 6,545  |  |   | 6,723   |  
|                                                   |  |                         |        |               |   |              |  |               |        |  |   |         |  
|Net income (loss)                                  |  | $                       | 874    |               | $ | 4,840        |  | $             | 3,515  |  | $ | (77,212 | )
|                                                   |  |                         |        |               |   |              |  |               |        |  |   |         |  



|                                                   |  |                          |        |               |   |              |  |               |        |  |   |         |  
|-------------------------------------------------- |  | ------------------------ | ------ | ------------- | - | ------------ |  | ------------- | ------ |  | - | ------- | -
|                                                   |  | Norcraft Companies, L.P. |       
|                                                   |  | FirstQuarter             |        | SecondQuarter |   | ThirdQuarter |  | FourthQuarter |       
|2008                                               |  |                          |        |               |   |              |  |               |        |  |   |         |  
|Net sales                                          |  | $                        | 87,631 |               | $ | 93,218       |  | $             | 84,020 |  | $ | 66,679  |  
|Cost of sales                                      |  |                          | 62,985 |               |   | 64,863       |  |               | 58,884 |  |   | 47,695  |  
|                                                   |  |                          |        |               |   |              |  |               |        |  |   |         |  
|Gross profit                                       |  |                          | 24,646 |               |   | 28,355       |  |               | 25,136 |  |   | 18,984  |  
|Selling, general and administrative expenses       |  |                          | 17,347 |               |   | 16,831       |  |               | 15,076 |  |   | 15,535  |  
|Impairment of goodwill and other intangible assets |  |                          |       |               |   |             |  |               |       |  |   | 73,938  |  
|                                                   |  |                          |        |               |   |              |  |               |        |  |   |         |  
|Income (loss) from operations                      |  |                          | 7,299  |               |   | 11,524       |  |               | 10,060 |  |   | (70,489 | )
|Other expense (income):                            |  |                          |        |               |   |              |  |               |        |  |   |         |  
|Interest expense, net                              |  |                          | 3,275  |               |   | 3,447        |  |               | 3,227  |  |   | 3,392   |  
|Amortization of deferred financing costs           |  |                          | 266    |               |   | 265          |  |               | 266    |  |   | 266     |  
|Other, net                                         |  |                          | 30     |               |   | 30           |  |               | 63     |  |   | 28      |  
|                                                   |  |                          |        |               |   |              |  |               |        |  |   |         |  
|                                                   |  |                          | 3,571  |               |   | 3,742        |  |               | 3,556  |  |   | 3,686   |  
|                                                   |  |                          |        |               |   |              |  |               |        |  |   |         |  
|Net income (loss)                                  |  | $                        | 3,728  |               | $ | 7,782        |  | $             | 6,504  |  | $ | (74,175 | )
|                                                   |  |                          |        |               |   |              |  |               |        |  |   |         |  



F-27



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##### Table of Contents

Norcraft Holdings, L.P. Norcraft Companies, L.P.

Notes to Consolidated Financial Statements

(dollar amounts in thousands)



|                                             |  |                         |        |               |   |              |  |               |         |  |   |       
|-------------------------------------------- |  | ----------------------- | ------ | ------------- | - | ------------ |  | ------------- | ------- |  | - | ------
|                                             |  | Norcraft Holdings, L.P.
|                                             |  | FirstQuarter            |        | SecondQuarter |   | ThirdQuarter |  | FourthQuarter
|2007                                         |  |                         |        |               |   |              |  |               |         |  |   |       
|Net sales                                    |  | $                       | 93,907 |               | $ | 102,547      |  | $             | 105,568 |  | $ | 92,020
|Cost of sales                                |  |                         | 63,656 |               |   | 67,238       |  |               | 68,789  |  |   | 63,817
|                                             |  |                         |        |               |   |              |  |               |         |  |   |       
|Gross profit                                 |  |                         | 30,251 |               |   | 35,309       |  |               | 36,779  |  |   | 28,203
|Selling, general and administrative expenses |  |                         | 17,668 |               |   | 18,898       |  |               | 18,884  |  |   | 20,562
|                                             |  |                         |        |               |   |              |  |               |         |  |   |       
|Income from operations                       |  |                         | 12,583 |               |   | 16,411       |  |               | 17,895  |  |   | 7,641 
|Other expense (income):                      |  |                         |        |               |   |              |  |               |         |  |   |       
|Interest expense, net                        |  |                         | 5,920  |               |   | 5,909        |  |               | 5,957   |  |   | 5,832 
|Amortization of deferred financing costs     |  |                         | 373    |               |   | 375          |  |               | 415     |  |   | 377   
|Other, net                                   |  |                         | 32     |               |   | 34           |  |               | 62      |  |   | 72    
|                                             |  |                         |        |               |   |              |  |               |         |  |   |       
|                                             |  |                         | 6,325  |               |   | 6,318        |  |               | 6,434   |  |   | 6,281 
|                                             |  |                         |        |               |   |              |  |               |         |  |   |       
|Net income                                   |  | $                       | 6,258  |               | $ | 10,093       |  | $             | 11,461  |  | $ | 1,360 
|                                             |  |                         |        |               |   |              |  |               |         |  |   |       



|                                             |  |                          |        |               |   |              |  |               |         |  |   |       
|-------------------------------------------- |  | ------------------------ | ------ | ------------- | - | ------------ |  | ------------- | ------- |  | - | ------
|                                             |  | Norcraft Companies, L.P.
|                                             |  | FirstQuarter             |        | SecondQuarter |   | ThirdQuarter |  | FourthQuarter
|2007                                         |  |                          |        |               |   |              |  |               |         |  |   |       
|Net sales                                    |  | $                        | 93,907 |               | $ | 102,547      |  | $             | 105,568 |  | $ | 92,020
|Cost of sales                                |  |                          | 63,656 |               |   | 67,238       |  |               | 68,789  |  |   | 63,817
|                                             |  |                          |        |               |   |              |  |               |         |  |   |       
|Gross profit                                 |  |                          | 30,251 |               |   | 35,309       |  |               | 36,779  |  |   | 28,203
|Selling, general and administrative expenses |  |                          | 17,668 |               |   | 18,898       |  |               | 18,884  |  |   | 20,562
|                                             |  |                          |        |               |   |              |  |               |         |  |   |       
|Income from operations                       |  |                          | 12,583 |               |   | 16,411       |  |               | 17,895  |  |   | 7,641 
|Other expense (income):                      |  |                          |        |               |   |              |  |               |         |  |   |       
|Interest expense, net                        |  |                          | 3,382  |               |   | 3,291        |  |               | 3,298   |  |   | 3,133 
|Amortization of deferred financing costs     |  |                          | 269    |               |   | 269          |  |               | 307     |  |   | 266   
|Other, net                                   |  |                          | 32     |               |   | 34           |  |               | 62      |  |   | 72    
|                                             |  |                          |        |               |   |              |  |               |         |  |   |       
|                                             |  |                          | 3,683  |               |   | 3,594        |  |               | 3,667   |  |   | 3,471 
|                                             |  |                          |        |               |   |              |  |               |         |  |   |       
|Net income                                   |  | $                        | 8,900  |               | $ | 12,817       |  | $             | 14,228  |  | $ | 4,170 
|                                             |  |                          |        |               |   |              |  |               |         |  |   |       



|14. | Recently Issued Accounting Pronouncements
|--- | -----------------------------------------

In
September 2006, the FASB issued SFAS No. 157, Fair Value Measurements (SFAS 157). SFAS 157 established a valuation hierarchy for disclosure of the inputs to valuation used to measure fair value. This hierarchy prioritizes the
inputs into three broad levels. Level 1 inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities. Level 2 inputs are quoted prices for similar assets and liabilities in active markets or inputs that are observable
for the asset or liability, either directly or indirectly through market corroboration, for substantially the full term of the financial instrument. Level 3 inputs are unobservable inputs based on our own assumptions used to measure assets and
liabilities at fair value. We adopted SFAS 157 effective January 1, 2008.

Included as a component of cash and cash equivalents is a
money market account which we have classified within Level 1 of the fair level hierarchy. At December 31, 2008, our money market account, measured on a recurring basis, is carried at a fair value of $45.9 million. The implementation of SFAS 157
did not have any impact on our consolidated financial position or results of operations for the year ended December 31, 2008.



F-28



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##### Table of Contents

Norcraft Holdings, L.P. Norcraft Companies, L.P.

Notes to Consolidated Financial Statements

(dollar amounts in thousands)



In February 2007, the FASB issued SFAS No. 159, Fair Value Option for Financial Assets and
Financial Liabilities(SFAS No. 159) including an Amendment of SFAS No. 115. This Statement permits entities to choose to measure many financial instruments and certain other items at fair value. This Statement is optional
and is effective for financial statements issued for fiscal years beginning after January 1, 2008. The Company has chosen not to adopt the fair value provisions of SFAS No. 159 at this time.

In March 2008, the FASB issued SFAS No. 161, Disclosures about Derivative Instruments and Hedging Activities (SFAS No. 161).
SFAS No. 161 changes the disclosure requirements for derivative instruments and hedging activities. The adoption of SFAS No. 161 is effective January 1, 2009 and the Company does not anticipate that this pronouncement will have a
significant effect on its consolidated financial statements.

In May 2008, the FASB issued SFAS No. 162, The Hierarchy of
Generally Accepted Accounting Principles(SFAS 162). SFAS 162 identifies the sources of accounting principles and the framework for selecting the principles used in the preparation of financial statements of nongovernmental
entities that are presented in conformity with generally accepted accounting principles. SFAS 162 is effective sixty days following the Securities and Exchange Commissions approval of PCAOB amendments to AU Section 411, The Meaning
of Present fairly in conformity with generally accepted accounting principles. We do not expect the adoption of SFAS 162 to have a material effect on our consolidated financial statements.



|15. | Subsequent Events
|--- | -----------------

On March 27, 2009,
the Company elected to terminate the Amended and Restated Credit Agreement. While the Company expects that its current available cash balances are sufficient to provide adequate liquidity for the foreseeable future, it is evaluating other borrowing
and credit facilities.

Related to the termination of the Amended and Restated Credit Agreement, the Company will expense approximately $0.8
million of unamortized deferred financing costs.

We generally anticipate that the funds generated by operations and current available cash
balances will be sufficient to meet working capital requirements, make required member tax distributions and to finance capital expenditures over the next 12 to 18 months.

In March 2009, Norcraft distributed approximately $5.7 million to Holdings to enable it to make cash interest payments on the Senior Discount Notes. Recently, Norcraft distributed an additional $10.0 million to
Holdings to enable it to make future cash interest payments on the Senior Discount Notes.



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##### Table of Contents

Norcraft Holdings, L.P. Norcraft Companies L.P.

Schedule II  Consolidated Valuation and Qualifying Accounts

(dollar amounts in thousands)



|                                     |  |                  |       |           |   |            |  |   |               |   |  |   |      
|------------------------------------ |  | ---------------- | ----- | --------- | - | ---------- |  | - | ------------- | - |  | - | -----
|                                     |  | BeginningBalance |       | Additions |   | Deductions |  |   | EndingBalance
|2008                                 |  |                  |       |           |   |            |  |   |               |   |  |   |      
|Allowance for uncollectible accounts |  | $                | 1,862 |           | $ | 2,144      |  | $ | (1,984        | ) |  | $ | 2,022
|Inventory allowance for obsolescence |  |                  | 1,908 |           |   | 591        |  |   | (295          | ) |  |   | 2,204
|                                     |  |                  |       |          
|2007                                 |  |                  |       |           |   |            |  |   |               |   |  |   |      
|Allowance for uncollectible accounts |  | $                | 1,094 |           | $ | 1,636      |  | $ | (868          | ) |  | $ | 1,862
|Inventory allowance for obsolescence |  |                  | 1,579 |           |   | 638        |  |   | (309          | ) |  |   | 1,908
|                                     |  |                  |       |          
|2006                                 |  |                  |       |           |   |            |  |   |               |   |  |   |      
|Allowance for uncollectible accounts |  | $                | 1,220 |           | $ | 841        |  | $ | (967          | ) |  | $ | 1,094
|Inventory allowance for obsolescence |  |                  | 1,485 |           |   | 199        |  |   | (105          | ) |  |   | 1,579



S-1



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##### Table of Contents

|        |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|------- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Exhibit |  | Description                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|3.1     |  | Certificate of Limited Partnership of Norcraft Holdings, L.P. (incorporated by reference to Exhibit 3.1 to Norcraft Holdings, L.P.s Registration Statement on Form S-4 filed on October 12,
2004).                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|        | 
|3.2     |  | Third Amended and Restated Agreement of Limited Partnership of Norcraft Holdings, L.P., dated as of June 25, 2007 (incorporated by reference to Exhibit 3.1 to Norcraft Holdings, L.P.s Form
10-Q filed on August 10, 2007).                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|        | 
|3.3     |  | Certificate of Formation of Norcraft G.P., L.L.C. (incorporated by reference to Exhibit 3.5 to Norcraft Companies, L.P. Form S-4, filed on April 27, 2004).                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|        | 
|3.4     |  | Norcraft GP, L.L.C. Amended and Restated Limited Liability Agreement, dated as of October 21, 2003 (incorporated by reference to Exhibit 3.6 to Norcraft Companies, L.P. Form S-4, filed on April
27, 2004).                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|        | 
|4.1     |  | Indenture with respect to the 9 3/4% Senior Discount Notes due 2012
between Norcraft Holdings, L.L.P., Norcraft Capital Corp. and U.S. Bank, National Association as Trustee, dated August 17, 2004 (incorporated by reference to Exhibit 4.1 to Norcraft Holdings, L.P.s Registration Statement on Form S-4 filed on
October 12, 2004).                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|        | 
|4.2     |  | Form of 9 3/4% Senior Discount Notes due 2012 (included in Exhibit 4.1).                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|        | 
|4.3     |  | Indenture with respect to the 9 % Senior Subordinated Notes due 2011 between Norcraft Companies, L.P., Norcraft Finance Corp., the Guarantors names therein and U.S. Bank, National Association as
Trustee, dated October 21, 2003 (incorporated by reference to Exhibit 4.1 to Norcraft Companies, L.P. Form S-4 filed on April 27, 2004).                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|        | 
|4.4     |  | Form of 9 % Senior Subordinated Notes due 2011 (included in Exhibit 4.3).                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|        | 
|4.5     |  | Subordinated Note Issued September 19, 2006, for the principal amount of $4,500,972.00, from Norcraft Holdings, L.P. to Simon Solomon, IRA (incorporated by reference to Exhibit 4.5 to Norcraft
Holdings, L.P.s Form 10-K filed on March 31, 2008).                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|        | 
|4.6     |  | Subordinated Note Issued September 25, 2006, for the principal amount of $645,394.07, from Norcraft Holdings, L.P. to Thomas Spencer (incorporated by reference to Exhibit 4.6 to Norcraft
Holdings, L.P.s Form 10-K filed on March 31, 2008).                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|        | 
|10.1    |  | Amended and Restated Credit Agreement dated as of May 2, 2006, among Norcraft Companies, L.P., Norcraft Intermediate Holdings, L.P. the other Guarantors named therein, the lenders named therein
and UBS Securities LLC, as Lead Arranger, Wachovia Bank, National Association, as Syndication Agent, Wachovia Capital Markets, LLC, as Co-Arranger, UBS Loan Finance LLC as Swingline Lender, UBS AG, Stamford Branch, as issuing Bank, Administrative
Agent and Collateral Agent and CIT Lending Services Corporation, as Documentation Agent (incorporated by reference to Exhibit 10.1 to Norcraft Holdings, L.P.s Form 8-K filed on May 8, 2006).                                                                                                                                                                                                               
|        | 
|10.2    |  | Credit Agreement dated as of October 21, 2003, among Norcraft Companies, L.P., (as successor in interest to Norcraft Holdings, L.P.) the other Guarantors named therein, the lenders named therein
and UBS Securities LLC, as Bookmanager and Lead Arranger, Wachovia Bank, National Association, as Syndication Agent, Wachovia Capital Markets, LLC as Swingline Lender and UBS AG, Stamford Branch, as Issuing Bank, Administrative Agent and Collateral
Agent (incorporated by reference to Exhibit 10.4 to Norcraft Holdings, L.P.s Registration Statement on Form S-4 filed on August 3, 2004).                                                                                                                                                                                                                                                                 
|        | 
|10.3    |  | Amendment No. 1 to Credit Agreement, dated as of August 17, 2004, to the Credit Agreement, dated as of October 21, 2003 among Norcraft Companies, L.P., Norcraft Holdings, L.P., the other
Guarantors party thereto and the Lenders party thereto, UBS AG, Stamford Branch, as Issuing Bank, Administrative Agent and Collateral Agent and UBS Securities LLC, as Bookmanager and Lead Arranger, Wachovia Bank, National Association, as Syndication
Agent, Wachovia Capital Markets, LLC, as Co-Arranger, CIT Lending Services Corporation, as Documentation Agent and UBS Loan Finance LLC, as Swingline Lender, is entered into by and among the Borrower and the several Lenders that have executed a
signature page thereto (incorporated by reference to Exhibit 10.4 to Norcraft Holdings, L.P.s Registration Statement on Form S-4 filed on October 12, 2004).



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##### Table of Contents

|        |  |                                                                                                                                                                                                                                                                                                                                                                                                                                    
|------- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Exhibit |  | Description                                                                                                                                                                                                                                                                                                                                                                                                                        
|10.4    |  | Assumption Agreement, dated as of August 13, 2004, made by Norcraft Intermediate Holdings, L.P., in favor of UBS AG, Stamford Branch, as Administrative Agent and Collateral Agent for the banks
and other Lenders parties to the Credit Agreement, dated as of October 21, 2003, as amended (incorporated by reference to Exhibit 10.5 to Norcraft Holdings, L.P.s Registration Statement on Form S-4 filed on October 12, 2004).
|        | 
|10.5    |  | Assignment of Interests, dated August 17, 2004, between Norcraft Holdings, L.P. and Norcraft Intermediate Holdings, L.P. (incorporated by reference to Exhibit 10.6 to Norcraft Holdings,
L.P.s Registration Statement on Form S-4 filed on October 12, 2004).                                                                                                                                                                    
|        | 
|10.6    |  | U.S. Security Agreement by Norcraft Companies, L.P., Norcraft Intermediate Holdings, L.P. (as successor in interest to Norcraft Holdings, L.P.), Norcraft Finance Corp., the Guarantors named
therein and UBS AG, Stamford Branch, as Collateral Agent, dated as of October 21, 2003 (incorporated by reference to Exhibit 10.5 to Norcraft Companies, L.P.s Form S-4 filed on April 27, 2004).                                   
|        | 
|10.7    |  | Canadian Security Agreement by Norcraft Canada Corporation and UBS AG, Stamford Branch, as Collateral Agent, dated as of October 21, 2003 (incorporated by reference to Exhibit 10.6 to Norcraft
Companies, L.P. Form S-4, filed June 27, 2004).                                                                                                                                                                                   
|        | 
|10.8    |  | Employment Letter, dated October 21, 2003, from Norcraft Holdings, L.P. to Mark Buller (incorporated by reference to Exhibit 10.7 to Norcraft Companies, L.P. Form S-4 filed on April 27, 2004).                                                                                                                                                                                                                                   
|        | 
|10.9    |  | Amendments to Employment Letter, dated August 17, 2004, from Norcraft Holdings, L.P. to Mark Buller (incorporated by reference to Exhibit 10.10 to Norcraft Holdings, L.P.s Registration
Statement on Form S-4 filed on June 25, 2004).                                                                                                                                                                                           
|        | 
|10.10   |  | Norcraft Holdings, L.P. Amended and Restated Management Incentive Plan (incorporated by reference to Exhibit 10.11 to Norcraft Holdings, L.P.s Registration Statement on Form S-4 filed on
June 25, 2004).                                                                                                                                                                                                                        
|        | 
|10.11   |  | Contribution Agreement, dated as of October 21, 2003 by and among Norcraft Holdings, L.P., Buller Norcraft Holdings, L.L.C., Mark Buller, David Buller, James Buller, Phil Buller, Herb Buller and
Erna Buller (incorporated by reference to Exhibit 10.14 to Norcraft Companies, L.P. Form S-4 filed on June 25, 2004).                                                                                                           
|        | 
|10.12   |  | Amendment to Contribution Agreement Letter, dated August 17, 2004, from Norcraft Holdings, L.P. to Buller Norcraft Holdings, L.L.C. (incorporated by reference to Exhibit 10.13 to Norcraft
Holdings, L.P.s Registration Statement on Form S-4 filed on June 25, 2004).                                                                                                                                                           
|        | 
|10.13   |  | Amendment No. 2 to Contribution Agreement Letter, dated October 4, 2006, from Norcraft Holdings, L.P. to Buller Norcraft Holdings, L.L.C. (incorporated by reference to Exhibit 10.13 to Norcraft
Holdings, L.P.s Form 10-K filed on April 2, 2007).                                                                                                                                                                              
|        | 
|10.14   |  | Management and Monitoring Agreement Letter, dated October 21, 2003, from Sanders Karp & Mergrue, LLC and Trimaran Fund Management L.L.C. to Norcraft Holdings, L.P. and Norcraft Companies,
L.P. (incorporated by reference to Exhibit 10.14 to Norcraft Holdings, L.P.s Registration Statement on Form S-4 filed on June 25, 2004).                                                                                              
|        | 
|10.16   |  | Employment Letter, dated October 21, 2003, from Norcraft Companies, L.P. to Simon Solomon (incorporated by reference to Exhibit 10.10 to Norcraft Companies, L.P. Form S-4 filed on April 27,
2004).                                                                                                                                                                                                                               
|        | 
|10.17   |  | Employment Letter, dated October 21, 2003, from Norcraft Companies, L.P. to John Swedeen (incorporated by reference to Exhibit 10.11 to Norcraft Companies, L.P. Form S-4 filed on April 27,
2004).                                                                                                                                                                                                                                
|        | 
|10.18   |  | Employment Letter, dated December 1, 2005, from Norcraft Companies, L.P. to Kurt Wanninger (incorporated by reference to Exhibit 10.19 to Norcraft Companies, L.P. Form 10-K filed on March 31,
2006).                                                                                                                                                                                                                             
|        | 
|10.19   |  | Employment Letter, dated March 9, 2006, from Norcraft Companies, L.P. to David Romeo (incorporated by reference to Exhibit 10.20 to Norcraft Companies, L.P. Form 10-K filed on March 31, 2006).                                                                                                                                                                                                                                   
|        | 
|10.20   |  | Amendment No. 3 to Contribution Agreement Letter, dated June 25, 2007, from Norcraft Holdings, L.P. to Buller Norcraft Holdings L.L.C. (incorporated by reference to Exhibit 10.20 to Norcraft
Holdings, L.P.s Form 10-K filed on March 31, 2008).                                                                                                                                                                                



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##### Table of Contents

|        |  |                                                                                                                                                                          
|------- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Exhibit |  | Description                                                                                                                                                              
|10.22 * |  | Employment Letter, dated February 13, 2008, from Norcraft Companies, L.P. to Simon Solomon.                                                                              
|        | 
|21.1    |  | List of Subsidiaries (incorporated by reference to Exhibit 21.1 to Norcraft Holdings, L.P.s Registration Statement on Form S-4 filed on June 25, 2004).                 
|        | 
|31.1 *  |  | Certification by Mark Buller pursuant to Rule 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.                             
|        | 
|31.2 *  |  | Certification by Leigh Ginter pursuant to Rule 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.                            
|        | 
|32.1 *  |  | Certification by Mark Buller pursuant to Section 1350, Chapter 63 of Title 18, United States Code, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. 
|        | 
|32.2 *  |  | Certification by Leigh Ginter pursuant to Section 1350, Chapter 63 of Title 18, United States Code, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.



|* | Filed herewith.
|- | ---------------



E-3