##### Table of Contents



UNITED
    STATES SECURITIES AND EXCHANGE COMMISSIONWashington, D.C.
    20549
  Form 10-K
  þ

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
    SECURITIES EXCHANGE ACT OF 1934For the fiscal year ended
    December 30, 2006ORo

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
    SECURITIES EXCHANGE ACT OF 1934For the transition period
    from          to   Commission File Number:
    000-52059
  PGT, Inc.
 (Exact name of registrant as
    specified in its charter)
  Delaware

20-0634715(State or other jurisdiction
    of
    incorporation or organization)

(I.R.S. Employer
    Identification No.)1070 Technology Drive
    North Venice, Florida(Address of principal
    executive offices)

34275(Zip Code)   Registrants telephone number, including area code:
 (941) 480-1600
  Former
    name, former address and former fiscal year, if changed since
    last report:
    Not applicable
  Securities registered pursuant to Section 12(b) of the
    Act:
  Title of Each Class

Name of Exchange on Which RegisteredCommon stock, par value
    $0.01 per share

NASDAQ Global Market   Securities
    registered pursuant to Section 12(g) of the Act:
    None
  o þ
  o þ
  þ o
  Regulation S-K 10-K Form 10-K. þ
  Rule 12b-2
 o o þ
  Rule 12b-2 o þ
      DOCUMENTS
    INCORPORATED BY REFERENCE
  Form 10-K.




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##### 



PGT,
    INC.
  Table of
    Contents to
    Form 10-K
  
  PagePART IItem 1.


Business


2Item 1A.


Risk
    Factors


7Item 1B.


Unresolved Staff
    Comments


14Item 2.


Properties


14Item 3.


Legal
    Proceedings


15Item 4.


Submission of
    Matters to a Vote of Security Holders


15Item 4A.


Executive Officers
    of the Registrant


15PART IIItem 5.


Market for
    Registrants Common Equity, Related Stockholder Matters and
    Issuer Purchases of Equity Securities


16Item 6.


Selected Financial
    Data


18Item 7.


Managements
    Discussion and Analysis of Financial Condition and Results of
    Operation


20Item 7A.


Quantitative and
    Qualitative Disclosures About Market Risk


35Item 8.


Financial
    Statements and Supplementary Data


36Item 9.


Changes in and
    Disagreements with Accountants on Accounting and Financial
    Disclosure


67Item 9A.


Controls and
    Procedures


67Item 9B.


Other
    Information


67PART IIIItem 10.


Directors and
    Executive Officers of the Registrant


67Item 11.


Executive
    Compensation


68Item 12.


Security Ownership
    of Certain Beneficial Owners and Management and Related
    Stockholder Matters


68Item 13.


Certain
    Relationships and Related Transactions


68Item 14.


Principal
    Accounting Fees and Services


68PART IVItem 15.


Exhibits, Financial
    Statement Schedules


69Management Incentive PlanCode of Business Conduct and EthicsSupplemental Code of EthicsSubsidiariesConsent of Ernst & Young
    LLPWritten Statement Pursuant to
    Section 302Written Statement Pursuant to
    Section 302Written Statement Pursuant to
    Section 906EX-10.21: SUPPLIER AGREEMENTEX-21.1: SUBSIDIARIESEX-23.1: CONSENT OF ERNST & YOUNG LLPEX-31.1: CERTIFICATIONEX-31.2: CERTIFICATIONEX-32.1: CERTIFICATION   1




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##### Table of Contents



PART I  Item 1.
    BUSINESS  COMPANY
    OVERVIEW
  ® made-to-order
     2




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Our
    Products
    Window
    and door products
  WinGuard.
  Aluminum.
  Vinyl.
  Architectural Systems.
  Porch-enclosure
    products
  Eze-Breeze.
 3




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Sales and
    Marketing
        Our
    Customers
      Materials
    and Supplier Relationships
       4




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##### Table of Contents



just-in-time
    Manufacturing
    make-to-order
    Competition
    Local and Regional Window and Door
    Manufacturers:
  National Window and Door Manufacturers:
 5




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Environmental
    Considerations
    Employees
    History
      Information
    Technology Systems
  made-to-order, make-to-order
   6




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##### Table of Contents



Trademarks
    and Patents
    AVAILABLE
    INFORMATION
  Form 10-K, Form 10-Q, Form 8-K, Form 10-K
  1-800-732-0330
  Item 1A.
    RISK
    FACTORS  CAUTIONARY
    STATEMENT
     7




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##### Table of Contents



Risks
    Relating to Our Business and Industry
  Our
    operating results are substantially dependent on sales of our
    WinGuard branded line of products.
    Changes
    in building codes could lower the demand for our
    impact-resistant windows and doors.
    We may
    be unable to successfully implement our expansion plans included
    in our business strategy.
       8




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Our
    industry is competitive, and competition may increase as our
    markets grow as more states adopt or enforce building codes that
    require impact-resistant products.
      Our
    business is currently concentrated in one state.
    Declines
    in the new construction or repair and remodeling markets could
    lower the demand for, and the pricing of, our products, which
    could adversely affect our results.
    We
    depend on third-party suppliers, and the prices we pay for our
    raw materials are subject to rapid fluctuations
   9




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##### Table of Contents



Price
    increases may not be sufficient to offset cost increases and
    maintain profitability.
    Our
    level of indebtedness could adversely affect our ability to
    raise additional capital to fund our operations, limit our
    ability to react to changes in the economy or our industry, and
    prevent us from meeting our obligations under our debt
    instruments.
      
    increasing our vulnerability to general economic and industry
    conditions;
    requiring a substantial portion of our cash flow from operations
    to be dedicated to the payment of principal and interest on our
    indebtedness, therefore reducing our ability to use our cash
    flow to fund our operations, capital expenditures, and future
    business opportunities;
    exposing us to the risk of increased interest rates because
    certain of our borrowings, including borrowings under our credit
    facilities, will be at variable rates of interest;
    limiting our ability to obtain additional financing for working
    capital, capital expenditures, debt service requirements,
    acquisitions, and general corporate or other purposes; and
    limiting our ability to adjust to changing market conditions and
    placing us at a competitive disadvantage compared to our
    competitors who have less debt. 10




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##### Table of Contents



We may
    incur additional indebtedness.
    Our
    debt instruments contain various covenants that limit our
    ability to operate our business.
    
    transfer or sell assets, including the equity interests of our
    subsidiary, or use asset sale proceeds;
    incur additional debt;
    pay dividends or distributions on our capital stock or
    repurchase our capital stock;
    make certain restricted payments or investments;
    create liens to secure debt;
    enter into transactions with affiliates;
    merge or consolidate with another company; and
    engage in unrelated business activities.    We may
    be adversely affected by any disruption in our information
    technology systems.
  make-to-order
  We may
    be adversely affected by any disruptions to our manufacturing
    facilities or disruptions to our customer, supplier, or employee
    base.
   11




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The
    nature of our business exposes us to product liability and
    warranty claims.
  sub-contractors.
  We are
    subject to potential exposure to environmental liabilities and
    are subject to environmental regulation.
    A
    range of factors may make our quarterly net sales and earnings
    variable.
    We
    conduct all of our operations through our subsidiary, and rely
    on dividends and other payments from our subsidiary to meet all
    of our obligations.
   12




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Investor
    confidence and the price of our common stock may be adversely
    affected if we are unable to comply with Section 404 of the
    Sarbanes-Oxley Act of 2002.
  Form 10-K and/or
  The
    controlling position of an affiliate of JLL Partners limits the
    ability of our minority stockholders to influence corporate
    matters.
    The
    controlling position of an affiliate of JLL Partners exempts us
    from certain Nasdaq corporate governance
    requirements.
    Our
    directors and officers who are affiliated with JLL Partners do
    not have any obligation to report corporate opportunities to
    us.
   13




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##### Table of Contents



Item 1B.
    UNRESOLVED
    STAFF COMMENTS    Item 2.
    PROPERTIES    
    In North Venice, Florida, we own a 363,000 square foot
    facility that contains our corporate headquarters and main
    manufacturing plant. We also own an adjacent 80,000 square
    foot facility used for glass tempering and laminating, a
    42,000 square foot facility for producing Architectural
    System products and simulated wood-finished products, and a
    3,590 square foot facility used for employee and customer
    training.
    In Salisbury, North Carolina, we own a 393,000 square foot
    manufacturing facility including glass tempering and laminating
    capabilities. It provides easy distribution access to the
    Mid-Atlantic and the developing impact-resistant market along
    the Eastern seaboard and Gulf coasts. In addition, we own a
    225,000 square foot facility in Lexington, North Carolina
    which is now vacant and currently being marketed for sale as a
    result of the completion of our move to the larger Salisbury
    facility.  ,
    Leased orFacility Location

Address

General Character

OwnedNorth Venice, Florida

1070 Technology Drive

Manufacturing plant and
    distribution center

OwnNorth Venice, Florida

3419 Technology Drive

Manufacturing and finishing plant

OwnNorth Venice, Florida

3429 Technology Drive

Glass tempering and laminating
    plant

OwnNorth Venice, Florida

3439 Technology Drive
    Units 1 and 2

PGT-University training facility

OwnNorth Venice, Florida

3439 Technology Drive
    Units 10 and 11

Glass plant line maintenance

LeaseNorth Venice, Florida

3430 Technology Drive

Facility maintenance

LeaseNorth Venice, Florida

1044 Endeavor Court

Fleet maintenance bldg

LeaseNorth Venice, Florida

Precision Drive

Fleet parking lot

LeaseSalisbury, North Carolina

2121 Heilig Road

Manufacturing plant and
    distribution center

OwnLexington, North Carolina

210 Walser Road

Manufacturing plant and
    distribution center

OwnLexington, North Carolina

1607 Leonard Road

Fleet maintenance bldg

Lease  14




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##### Table of Contents



Item 3.
    LEGAL
    PROCEEDINGS     Item 4.
    SUBMISSION
    OF MATTERS TO A VOTE OF SECURITY HOLDERS     Item 4A.
    EXECUTIVE
    OFFICERS OF THE REGISTRANT  Name

Age

PositionRodney Hershberger


50


President, Chief Executive
    Officer, and DirectorJeffrey T. Jackson


40


Chief Financial Officer and
    TreasurerHerman Moore


54


Executive Vice PresidentMario Ferrucci III


43


Vice President 
    Corporate Counsel and SecretaryDeborah L. LaPinska


45


Vice President 
    Sales & MarketingB. Wayne Varnadore


44


Vice PresidentDavid McCutcheon


41


Vice President 
    EngineeringKen Hilliard


61


Vice President 
    ManufacturingLinda Gavit


49


Vice President  Human
    Resources   Rodney Hershberger
  Jeffrey T. Jackson
  Herman Moore
  Mario Ferrucci III
 15




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##### Table of Contents



Deborah L. LaPinska
  B. Wayne Varnadore
  Ken Hilliard
  David McCutcheon
  Linda Gavit
 PART II  Item 5.
    MARKET
    FOR REGISTRANTS COMMON EQUITY, RELATED STOCKHOLDER MATTERS
    AND ISSUER PURCHASES OF EQUITY SECURITIES  ®
    High


Low20062nd Quarter

$
16.42


$
13.893rd Quarter

$
18.84


$
12.604th Quarter

$
15.16


$
10.60   Dividends
   16




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##### Table of Contents



Unregistered
    Sales of Equity Securities
  Form S-1, No. 333-132365.
     17




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Performance
    Graph
    COMPARISON
    OF 6 MONTH CUMULATIVE TOTAL RETURN*
    AMONG PGT, INC., THE NASDAQ COMPOSITE INDEX,
    AND THE S&P BUILDING PRODUCTS INDEX
  
  6/27/2006


6/06


7/06


8/06


9/06


10/06


11/06


12/06PGT, Inc.



100.00




112.86




112.50




105.36




100.43




105.79




81.79




90.36S&P Building Products



100.00




102.51




92.08




96.44




96.65




99.28




101.96




105.41NASDAQ Composite



100.00




103.42




99.58




103.98




107.53




112.69




115.79




115.00   *
    
    $100 invested on
    6/27/06 in
    stock or in index-including reinvestment of dividends. Fiscal
    year ending December 30.  Item 6.
    SELECTED
    FINANCIAL DATA  Form 10-K, Form 10-K,
 18




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##### Table of Contents



Form 10-K Form 10-K.
  Company


Predecessor4-Year








January 30,


December 28,Compound


Year Ended


Year Ended


2004 to


2003 to


Year Ended


Year EndedGrowth


December 30,


December 31,


January 1,


January 29,


December 27,


December 28,Consolidated Selected Financial Data

Rate


2006


2005


2005


2004


2003


2002Net sales


23.3
%

$
371,598


$
332,813


$
237,350


$
19,044


$
222,594


$
160,627Cost of sales


24.3
%


229,867



209,475



152,316



13,997



135,285



96,327Gross margin


21.8
%


141,731



123,338



85,034



5,047



87,309



64,300Selling, general and administrative
    expenses(1)


21.0
%


87,370



83,634



63,494



6,024



55,655



40,761Write off of trademark










7,200















Stock compensation expense(2)






26,898



7,146















Income (loss) from operations


3.9
%


27,463



25,358



21,540



(977
)


31,654



23,539Other (income) expense, net(3)






(178
)


(286
)


124











Interest expense


39.0
%


28,509



13,871



9,893



518



7,292



7,630Income (loss) before income taxes






(868
)


11,773



11,523



(1,495
)


24,362



15,909Income tax expense (benefit)






101



3,910



4,531



(912
)


9,397



6,287Net income (loss)





$
(969
)

$
7,863


$
6,992


$
(583
)

$
14,965


$
9,622Net income (loss) per common
    share  basic(4)(6)





$
(0.05
)

$
0.50


$
0.44



N/A



N/A



N/ANet income (loss) per common and
    common equivalentshare  diluted(4)(6)





$
(0.05
)

$
0.45


$
0.41



N/A



N/A



N/AWeighted average shares
    outstanding  basic(5)(6)






21,204



15,723



15,720



N/A



N/A



N/AWeighted average shares
    outstanding  diluted(5)(6)






21,204



17,299



17,221



N/A



N/A



N/ABalance Sheet data (end of
    period):Cash and cash equivalents





$
36,981


$
3,270


$
2,525


$
12,191


$
8,536


$
9,399Total assets






443,994



425,553



409,936



157,084



154,505



138,658Total debt, including current
    portion






165,488



183,525



168,375



61,683



61,641



66,803Shareholders equity






205,206



156,571



166,107



68,187



68,731



52,169Other financial data:Depreciation





$
9,871


$
7,503


$
5,221


$
484


$
5,075


$
4,099Amortization






5,742



8,020



9,289



44



458



458     (1)
    
    Includes management fees paid to our majority stockholder. The
    management services agreement pursuant to which these fees were
    paid terminated upon consummation of the Initial Public Offering
    in June 2006. 19




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(2)
    
    Represents compensation expense paid to stock option holders
    (including applicable payroll taxes) in lieu of adjusting
    exercise prices in connection with the dividends paid to
    shareholders in September 2005 and February 2006 of
    $7.2 million and $26.9 million, respectively. These
    amounts include amounts paid to stock option holders whose other
    compensation is a component of cost of sales of
    $1.3 million and $5.1 million, respectively.(3)
    
    Includes the amortization of our interest rate cap.(4)
    
    Basic net income per share represents net income divided by
    weighted average common shares outstanding, and diluted net
    income per share represents net income divided by weighted
    average common and common equivalent shares outstanding. Due to
    the significant change in our capital structure on
    January 29, 2004, the Predecessor amount has not been
    presented because it is not considered comparable to our
    Companys amount.(5)
    
    Weighted average shares outstanding  basic represents
    the weighted average number of shares of common stock
    outstanding and is determined by measuring (a) the shares
    outstanding during each portion of the respective reporting
    period that shares of common stock have been outstanding
    relative to (b) the total amount of time in such reporting
    period. Weighted average shares outstanding  diluted
    represents the basic weighted average shares outstanding,
    adjusted to include the number of additional shares of common
    stock that would have been outstanding if the dilutive shares of
    common stock issuable upon exercise of our stock options had
    been issued and the effect of restricted share grants.(6)
    
    Reflects the impact of the
    662.07889-for-1
    stock split as discussed in Note 15 to the consolidated
    financial statements included as Item 8 of this annual
    report.  Item 7.
    MANAGEMENTS
    DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
    OPERATION  Non-GAAP Financial
    Measures  Items Affecting
    Comparability
    January 30,Year Ended


Year Ended


2004 toDecember 30,


December 31,


January 1,2006


2005


2005Net (loss) income

$
(969
)

$
7,863


$
6,992Interest expense


28,509



13,871



9,893Income tax (benefit) expense


101



3,910



4,531Depreciation


9,871



7,503



5,221Amortization


5,742



8,020



9,289EBITDA(1)(2)

$
43,254


$
41,167


$
35,926(1) Includes the impact of the
    following items:Management fees(a)

$
1,434


$
1,840


$
1,362Write-off of NatureScape
    trademark(b)






7,200



Stock compensation(c)


26,898



7,146



NatureScape exit costs(d)






629



Refinancing fees(e)






404



Impairment of property held
    for sale(f)


1,151







     (a)
    
    Represents management fees paid to our majority stockholder. The
    management services agreement pursuant to which these fees were
    paid terminated upon consumatoin of the Initial Public Offering
    in June 2006.(b)
    
    Represents a write-down of our NatureScape trademark in
    connection with the sale of our NatureScape business. 20




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(c)
    
    Represents compensation expense related to amounts paid to
    option holders in lieu of adjusting exercise prices in
    connection with the payment of dividends to shareholders in
    September 2005 and February 2006. Also includes stock issuance
    expense in 2005.(d)
    
    Represents exit costs related to the sale of our NatureScape
    business, such as the write-off of raw materials and equipment.(e)
    
    Represents legal fees related to refinancing our senior secured
    credit facility in September 2005.(f)
    
    Represents a write-down of the value of the Lexington, North
    Carolina property which has been classified as an asset held for
    sale due to the relocation of our plant to Salisbury, North
    Carolina and related exit costs. These expenses are included in
    selling, general and administrative expenses.  (2)
    
    EBITDA is defined as net income plus interest expense (net of
    interest income), income taxes, depreciation, and amortization.
    EBITDA is a measure commonly used in the window and door
    industry, and we present EBITDA to enhance your understanding of
    our operating performance. We use EBITDA as one criterion for
    evaluating our performance relative to that of our peers. We
    believe that EBITDA is an operating performance measure that
    provides investors and analysts with a measure of operating
    results unaffected by differences in capital structures, capital
    investment cycles, and ages of related assets among otherwise
    comparable companies. Further, we believe that EBITDA is a
    useful measure because it improves comparability of predecessor
    and successor results of operations, since purchase accounting
    renders depreciation and amortization non-comparable between
    predecessor and successor periods. While we believe EBITDA is a
    useful measure for investors, it is not a measurement presented
    in accordance with United States generally accepted accounting
    principles, or GAAP. You should not consider EBITDA in isolation
    or as a substitute for net income, cash flows from operations,
    or any other items calculated in accordance with GAAP. In
    addition, EBITDA has inherent material limitations as a
    performance measure. It does not include interest expense and,
    because we have borrowed money, interest expense is a necessary
    element of our costs. In addition, EBITDA does not include
    depreciation and amortization expense. Because we have capital
    and intangible assets, depreciation and amortization expense is
    a necessary element of our costs. Moreover, EBITDA does not
    include taxes, and payment of taxes is a necessary element of
    our operations. Accordingly, since EBITDA excludes these items,
    it has material limitations as a performance measure. To
    compensate for the limitations of EBITDA, the Companys
    management separately monitors capital expenditures, which
    impact depreciation expense, as well as amortization expense,
    interest expense, and income tax expense. Because not all
    companies use identical calculations, our presentation of EBITDA
    may not be comparable to other similarly titled measures of
    other companies. We strongly urge you to review the
    reconciliation information contained in this prospectus and our
    financial statements.  Basis of
    Presentation
    period-to-period
   21




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Overview
  made-to-order
    
    Residential new construction.  Our business is
    driven in part by residential new construction activity.
    According to the U.S. Census Bureau, U.S. housing
    starts were 1.96 million in 2004 and 2.07 million in
    2005. According to The Freedonia Group and the Joint Center for
    Housing Studies of Harvard University, strong housing demand
    will continue to be supported over the next decade by new
    household formations, increasing homeownership rates, the size
    and age of the population, an aging housing stock (approximately
    35% of existing homes were built before 1960), improved
    financing options for buyers and immigration trends. During the
    second half of 2006, we saw a significant slowdown in the
    Florida housing market. This slowdown continued in the first
    quarter of 2007, and we expect this trend to continue. Like many
    building material suppliers in the industry, we will be faced
    with a challenging operating environment over the near term due
    to the quick decline in the housing market. Specifically, new
    single family housing permits in Florida decreased by 48% in the
    fourth quarter of 2006 compared to the prior year. We still
    believe there are several meaningful trends such as rising
    immigration rates, growing prevalence of second homes, the aging
    demographics of the population, relatively low interest rates,
    creative new forms of mortgage financing, and the aging of the
    housing stock, that indicate housing demand will remain healthy
    in the long term. Based on these trends and certain other
    factors, we believe that the current pullback in the housing
    industry is likely to be temporary and that, as we have proven
    historically, we will be able to outperform the market during
    this cyclical downturn and grow our business over the long term.
    Home repair and remodeling expenditures.  Our
    business is also driven by the home repair and remodeling
    market. According to the U.S. Census Bureau, national home
    repair and remodeling expenditures have increased in 36 of the
    past 40 years. This growth is mainly the result of the
    aging U.S. housing stock, increasing home ownership rates
    and homeowners electing to upgrade their existing
    residences rather than move into a new home. The repair and
    remodeling component of window and door demand tends to be less
    cyclical than residential new construction and partially
    insulates overall window and door sales from the impact of
    residential new construction cycles.
    Adoption and Enforcement of Building Codes.  In
    addition to coastal states that already have adopted building
    codes requiring wind-borne debris protection, we expect
    additional states to adopt and enforce similar building codes,
    which will further expand the market opportunity for our
    WinGuard branded 22




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##### Table of Contents



line of impact-resistant products. The speed with which new
    states adopt and enforce these building codes will impact our
    growth opportunities in new geographical markets.  
    Sale of NatureScape.  On February 20,
    2006, we sold our NatureScape product line, which constituted
    approximately $18.8 million of sales in 2005.
    Cost of materials.  The prices of our primary
    raw materials, including aluminum, laminate and glass, are
    subject to volatility and affect our results of operations when
    prices rapidly rise or fall within a relatively short period of
    time. From time to time, we use hedging instruments to manage
    the market risk of our aluminum costs. The last of the related
    hedging instruments that we had in place matured in October
    2006. Our Company is purchasing aluminum at market prices.
    However, we constantly review the aluminum market in order to
    determine the right time to enter new hedges.  Current
    Operating Conditions and Outlook
    year-over-year
  Other
    Developments
  Initial
    Public Offering
     23




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Stock
    Split
  662.07889-for-1
    662.07889-for-1
  RESULTS
    OF OPERATIONS
  Analysis
    of Selected Items from our Consolidated Statements of
    Operations
  January 30,


Percent ChangeYear Ended


Year Ended


2004 to


Increase / (Decrease)December 30,


December 31,


January 1,


2006-


2005-2006


2005


2005


2005


2004(In thousands, except per share data)Net sales

$
371,598


$
332,813


$
237,350



11.7
%


40.2
%Cost of sales


229,867



209,475



152,316



9.7



37.5Gross profit


141,731



123,338



85,034



14.9



45.0Gross margin


38.1
%


37.1
%


35.8
%Stock compensation expense


26,898



7,146







276.4



N/AWrite-off of trademark






7,200







(100.0
)


N/ASG&A expense


87,370



83,634



63,494



4.5



31.7SG&A expense as a percent of
    sales


23.5
%


25.1
%


26.8
%EBIT


27,463



25,358



21,540



8.3



17.7EBIT margin


7.4
%


7.6
%


9.1
%Interest expense


28,509



13,871



9,893



105.5



40.2Other (income) expense


(178
)


(286
)


124



(37.8
)


(330.6
)Income tax expense


101



3,910



4,531



(97.4
)


(13.7
)Effective tax rate


(11.6
)%


33.2
%


39.3
%Net (loss) income

$
(969
)

$
7,863


$
6,992



(112.3
)


12.5Net (loss) income per common and
    common equivalent share  diluted

$
(0.05
)

$
0.45


$
0.41



(111.1
)


9.8  24




---



##### Table of Contents



2006
    Compared with 2005
  Overview
    Net
    sales
      Year EndedDecember 30, 2006


December 29, 2005Sales


% of Sales


Sales


% of Sales


% GrowthWinGuard Windows and Doors

$
241.1



64.9
%

$
186.2



55.9
%


29.5
%Other Window and Door Products


130.5



35.1
%


146.6



44.1
%


(11.0
)%$
371.6



100.0
%

$
332.8



100.0
%


11.7
%     year-over-year
   25




---



##### Table of Contents



Gross
    margin
    Selling,
    general, and administrative expenses
    Stock
    compensation expense
    Write-off
    of trademark
    Interest
    expense
    Income
    tax expense
   26




---



##### Table of Contents



2005
    compared with 2004
  Overview
    Net
    sales
      January 30, 2004Year Ended 2005


to January 1, 2005% of





% ofNet Sales


Net Sales


Net Sales


Net Sales


% GrowthWinGuard Windows and Doors

$
186.2



55.9
%

$
101.5



42.8
%


83.4
%Other Window and Door Products

$
146.6



44.1
%

$
135.9



57.2
%


7.9
%Total

$
332.8



100.0
%

$
237.4



100.0
%


40.2
%       Gross
    margin
   27




---



##### Table of Contents



Selling,
    general, and administrative expenses
    Stock
    compensation expense
    Write-off
    of trademark
    Interest
    expense
    Income
    tax expense
    LIQUIDITY
    AND CAPITAL RESOURCES
    Consolidated
    Cash Flows
  Operating activities.
 28




---



##### Table of Contents



Investing activities.
  Financing activities.
  
    In September 2005, we amended and restated our prior credit
    agreement with a bank. In connection with the amendment, our
    Company created a new tranche of term loans with an aggregate
    principal amount of $190.0 million. The proceeds were used
    to refinance the existing Tranche A and B debt, fund a
    $20.0 million dividend to our stockholders, make a cash
    payment of $7.2 million to stock option holders in lieu of
    adjusting exercise prices in connection with such dividend, and
    pay certain financing costs related to the amendment.
    In February 2006, we entered into a second amended and restated
    senior secured credit facility and a second lien term loan, and
    received $320.0 million proceeds. The proceeds were used to
    refinance our Companys existing debt facility, pay a cash
    dividend to stockholders of $83.5 million, make a cash
    compensatory payment of approximately $26.9 million
    (including applicable payroll taxes of $0.5 million) to
    stock option holders in lieu of adjusting exercise prices in
    connection with such dividend, and pay certain financing costs
    related to the amendment.
    In June 2006, we completed our IPO, and received net proceeds of
    $129.5 million. We used the net proceeds from the IPO,
    including the underwriter allotment, together with cash
    generated from operations to repay $154.0 million of our
    long term debt, including full repayment of the second lien debt.  Capital Resources.
     29




---



##### Table of Contents



Capital Expenditures.
         30




---



##### Table of Contents



December 30,


December 31,2006


2005(In thousands)Tranche A1 term note payable
    to a bank in quarterly installments of $469,373 beginning
    January 29, 2008 through January 29, 2009. Quarterly
    installments increase to $45.3 million on April 29,
    2009 and continue through January 29, 2010. Interest is
    payable quarterly at LIBOR or the prime rate plus an applicable
    margin. At December 31, 2005, the rate was 4.23% plus a
    margin of 3.00%

$



$
183,525Tranche A2 term note payable
    to a bank in quarterly installments of $420,019 beginning
    November 14, 2007 through November 14, 2011. A lump
    sum payment of $158.4 million is due on February 14,
    2012. Interest is payable quarterly at LIBOR or the prime rate
    plus an applicable margin. At December 30, 2006, the rate
    was 5.38% plus a margin of 3.00%


165,488



$
165,488


$
183,525   DISCLOSURES
    OF CONTRACTUAL OBLIGATIONS AND COMMERCIAL COMMITMENTS
    Payments Due by PeriodContractual Obligations

Total


Current


2-3 Years


4 Years


5 Years


AfterLong-term debt

$
165,488


$
420


$
3,360


$
1,680


$
1,680


$
158,348Operating leases


6,103



2,787



2,573



408



96



239Total contractual cash obligations

$
171,591


$
3,207


$
5,933


$
2,088


$
1,776


$
158,587     OTHER
    CASH OBLIGATIONS NOT REFLECTED IN THE BALANCE SHEET
      CRITICAL
    ACCOUNTING POLICIES AND ESTIMATES
   31




---



##### Table of Contents



Revenue
    recognition
    Allowance
    for doubtful accounts and related reserves
      Long-lived
    assets
  Accounting for the Impairment or
    Disposal of Long-Lived Assets.
  Goodwill
   32




---



##### Table of Contents



Other
    intangibles
      Warranties
      Derivative
    instruments
      Stock
    Compensation
  Share-Based Payment
 33




---



##### Table of Contents



Accounting for Stock issued
    to Employees Accounting for Stock Based
    Compensation
        RECENTLY
    ISSUED ACCOUNTING STANDARDS
  Accounting for Uncertainty in
    Income Taxes, an interpretation of FASB Statement No. 109,
    Accounting for Income Taxes. Accounting for Income Taxes.
  Considering the Effects of Prior Year Misstatements when
    Quantifying Misstatements in Current Year Financial Statements
 34




---



##### Table of Contents



Fair Value Measurements ,
  The
    Fair Value Option for Financial Assets and Financial Liabilities
  Item 7A.
    QUANTITATIVE
    AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK     35




---



##### Table of Contents



Item 8.
    FINANCIAL
    STATEMENTS AND SUPPLEMENTARY DATA  INDEX TO
    CONSOLIDATED FINANCIAL STATEMENTS
  Report of
    Independent Registered Public Accounting Firm


37Consolidated
    Statements of Operations for the years ended December 30,
    2006, December 31, 2005, the period January 30, 2004
    to January 1, 2005 and the period December 28, 2003 to
    January 29, 2004


38Consolidated
    Balance Sheets at December 30, 2006 and December 31,
    2005


39Consolidated
    Statements of Cash Flows for the years ended December 30,
    2006, December 31, 2005, the period January 30, 2004
    to January 1, 2005 and the period December 28, 2003 to
    January 29, 2004


40Consolidated
    Statements of Shareholders Equity for the years ended
    December 30, 2006 and December 31, 2005, and for the
    period January 30, 2004 to January 1, 2005


41Consolidated
    Statement of Shareholders Equity for the period
    December 28, 2003 to January 29, 2004


42Notes to Consolidated Financial
    Statements


43  36




---



##### Table of Contents



REPORT OF
    INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM           Share-Based Payment.
  
    37




---



##### Table of Contents



PGT, INC.
    AND SUBSIDIARY



CONSOLIDATED
    STATEMENTS OF OPERATIONS  Company


PredecessorJanuary 30,


December 28,Year Ended


Year Ended


2004 to


2003 toDecember 30,


December 31,


January 1,


January 29,2006


2005


2005


2004(In thousands, except per share amounts)Net sales

$
371,598


$
332,813


$
237,350


$
19,044Cost of sales


229,867



209,475



152,316



13,997Gross margin


141,731



123,338



85,034



5,047Stock compensation expense related
    to dividends paid (includes expenses related to cost of sales
    and selling, general and administrative expense of $5,069, and
    $21,829, respectively in 2006, and $1,290 and $5,315,
    respectively in 2005)


26,898



7,146







Write-off of trademark






7,200







Selling, general and
    administrative expenses


87,370



83,634



63,494



6,024Income (loss) from operations


27,463



25,358



21,540



(977
)Other (income) expense, net


(178
)


(286
)


124



Interest expense, net


28,509



13,871



9,893



518(Loss) income before income taxes


(868
)


11,773



11,523



(1,495
)Income tax expense (benefit)


101



3,910



4,531



(912
)Net (loss) income

$
(969
)

$
7,863


$
6,992


$
(583
)Basic net (loss) income per common
    share

$
(0.05
)

$
0.50


$
0.44



N/ADiluted net (loss) income per
    common and common equivalent share

$
(0.05
)

$
0.45


$
0.41



N/AWeighted average common shares
    outstanding:Basic


21,204



15,723



15,720



N/ADiluted


21,204



17,299



17,221



N/A    38




---



##### Table of Contents



PGT, INC.
    AND SUBSIDIARY



CONSOLIDATED
    BALANCE SHEETS  December 30,


December 31,2006


2005(In thousands, except share and per share amounts)ASSETSCurrent assets:Cash and cash equivalents

$
36,981


$
3,270Accounts receivable, net


25,244



45,193Inventories, net


11,161



13,981Deferred income taxes


5,231



3,133Other current assets


13,041



11,360Total current assets


91,658



76,937Property, plant and equipment, net


78,802



65,508Goodwill


169,648



169,648Other intangible assets, net


101,918



107,760Other assets, net


1,968



5,700Total assets

$
443,994


$
425,553LIABILITIES AND
    SHAREHOLDERS EQUITYCurrent liabilities:Accounts payable

$
1,123


$
4,380Current portion of long-term debt


420



Accrued liabilities


16,684



26,757Total current liabilities


18,227



31,137Long-term debt


165,068



183,525Deferred income taxes


52,417



54,320Other long-term liabilities


3,076



Total liabilities


238,788



268,982COMMITMENTS AND CONTINGENCIESShareholders equity:Preferred stock, $.01 par
    value, 10,000,000 shares authorized; zero shares issued and
    outstanding at December 30, 2006 and zero shares
    authorized, issued and outstanding at December 31, 2005






Common stock, $.01 par value,
    200,000,000 shares authorized; 27,078,087 shares
    issued and 26,999,051 shares outstanding at
    December 30, 2006 and 15,749,483 shares issued and
    outstanding at December 31, 2005


270



157Additional
    paid-in-capital


205,799



152,647Accumulated deficit


(969
)


Accumulated other comprehensive
    income


106



3,767Total shareholders equity


205,206



156,571Total liabilities and
    shareholders equity

$
443,994


$
425,553    39




---



##### Table of Contents



PGT, INC.
    AND SUBSIDIARY



CONSOLIDATED
    STATEMENTS OF CASH FLOWS  Company


PredecessorJanuary 30,


December 28,Year Ended


Year Ended


2004 to


2003 toDecember 30,


December 31,


January 1,


January 29,2006


2005


2005


2004(In thousands)Cash flows from operating
    activities:Net (loss) income

$
(969
)

$
7,863


$
6,992


$
(583
)Adjustments to reconcile net
    (loss) income to net cash provided by operating
    activities:Depreciation


9,871



7,503



5,221



484Amortization


5,742



8,020



9,289



44Stock-based compensation


592











Impairment of Lexington facility


1,151











Excess tax benefits from
    stock-based compensation plans


(5,375
)










Write-off of trademark






7,200







Amortization of deferred financing
    costs


7,205



1,285



876



45Derivative financial instruments


(176
)


(221
)


1,079



97Deferred income taxes


3,715



(4,978
)


3,598



(525
)Expense related to stock issuance






334







Loss (gain) on disposal of assets


103



562



(11
)


Change in operating assets and
    liabilities:Accounts receivable


16,376



(18,197
)


(6,285
)


1,394Inventories


2,820



(2,530
)


(2,905
)


151Other current assets


(748
)


893



(2,922
)


(167
)Accounts payable and accrued
    liabilities


(10,128
)


13,964



(776
)


2,865Net cash provided by operating
    activities


30,179



21,698



14,156



3,805Cash flows from investing
    activities:Purchases of property, plant and
    equipment


(26,753
)


(15,864
)


(12,635
)


(150
)Proceeds from sales of equipment
    and intangibles


109



261



43



Acquisition of subsidiary, net of
    cash acquired










(286,589
)


Net cash used in investing
    activities


(26,644
)


(15,603
)


(299,181
)


(150
)Cash flows from financing
    activities:Net change in revolving line of
    credit






(2,000
)


2,000



Net proceeds from issuance of
    common stock


129,471







125,866



Exercise of stock options


1,311











Excess tax benefits from
    stock-based compensation plans


5,375











Proceeds from issuance of long-term
    debt


320,000



190,000



170,000



Payment of dividends


(83,484
)


(20,000
)






Payment of financing costs


(4,459
)


(500
)


(6,376
)


Payment of long-term debt


(338,038
)


(172,850
)


(3,625
)


Purchase of interest rate cap










(315
)


Net cash provided by (used in)
    financing activities


30,176



(5,350
)


287,550



Net increase in cash and cash
    equivalents


33,711



745



2,525



3,655Cash and cash equivalents at
    beginning of period


3,270



2,525







8,536Cash and cash equivalents at end
    of period

$
36,981


$
3,270


$
2,525


$
12,191Supplemental cash flow
    information:Interest paid

$
22,827


$
11,643


$
6,979


$
187Income taxes paid

$
1,242


$
10,780


$
3,324


$
    40




---



##### Table of Contents



PGT, INC.
    AND SUBSIDIARY



CONSOLIDATED
    STATEMENTS OF SHAREHOLDERS EQUITY  Retained


AccumulatedAdditional


Earnings


OtherCommon Stock


Paid-in


(Accumulated


ComprehensiveShares


Amount


Capital


Deficit)


Income


Total(In thousands, except per share amounts)Balance at January 30, 2004





$



$



$



$



$
Issuance of common stock for cash


14,563,995



146



125,720











125,866Common stock issued to stockholders
    in acquired entity


1,156,356



11



9,982











9,993Options granted to vested option
    holders in acquired entity










21,756











21,756Comprehensive income:Change in fair value of interest
    rate swaps, net of tax benefit of $24


















(38
)


(38
)Change in fair value of aluminum
    forward contracts, net of tax benefit of $983


















1,538



1,538Net income














6,992







6,992Total comprehensive income






















8,492Balance at January 1, 2005


15,720,351


$
157


$
157,458


$
6,992


$
1,500


$
166,107Issuance of stock as compensation


29,132







334











334Dividends paid










(5,145
)


(14,855
)






(20,000
)Comprehensive income:Amortization of ineffective
    interest rate swap


















(78
)


(78
)Change in fair value of interest
    rate swaps, net of tax benefit of $248


















465



465Change in fair value of aluminum
    forward contracts, net of tax benefit of $1,202


















1,880



1,880Net income














7,863







7,863Total comprehensive income






















10,130Balance at December 31, 2005


15,749,483


$
157


$
152,647


$



$
3,767


$
156,571Dividends paid










(83,484
)










(83,484
)Initial public offering, net of
    offering costs


10,147,058



102



129,369











129,471Stock-based compensation










592











592Exercise of stock options,
    including tax benefit of $5,375 associated with the exercise of
    stock options


1,102,510



11



6,675











6,686Comprehensive loss:Amortization of ineffective
    interest rate swap, net of tax benefit of $122


















(191
)


(191
)Change in fair value of interest
    rate swap, net of tax benefit of $34


















(53
)


(53
)Change in fair value of aluminum
    forward contracts, net of tax benefit of $2,185


















(3,417
)


(3,417
)Net loss














(969
)






(969
)Total comprehensive loss






















(4,630
)Balance at December 30, 2006


26,999,051


$
270


$
205,799


$
(969
)

$
106


$
205,206    41




---



##### Table of Contents



PGT, INC.
    AND SUBSIDIARY (PREDECESSOR)



CONSOLIDATED
    STATEMENT OF SHAREHOLDERS EQUITY  AccumulatedClass A


Class B


Additional





OtherCommon Stock


Common Stock


Paid-in


Retained


ComprehensiveShares


Amount


Shares


Amount


Capital


Earnings


Loss


Total(In thousands, except per share amounts)Balance at December 27, 2003


33,481


$




1,000


$



$
40,212


$
29,491


$
(972
)

$
68,731Comprehensive loss:Change in fair value of interest
    rate swaps, net of tax benefit of $38


























(60
)


(60
)Change in fair value of aluminum
    forward contracts, net of tax benefit of $63


























99



99Net loss






















(583
)






(583
)Total comprehensive loss






























(544
)Balance at January 29, 2004


33,481


$




1,000


$



$
40,212


$
28,908


$
(933
)

$
68,187    42




---



##### Table of Contents



PGT, INC.
    AND SUBSIDIARY



NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS  1.
    Description
    of Business          2.  Summary
    of Significant Accounting Policies
  Fiscal
    period
    Principles
    of consolidation
    Segment
    information
    Use of
    estimates
   43




---



##### Table of Contents



PGT, INC.
    AND SUBSIDIARY
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Revenue
    recognition
    
    a valid customer order with a fixed price has been received;
    the product has been delivered and accepted by the
    customer; and
    collectibility is reasonably assured.    Cost
    of sales
    Shipping
    and handling costs
    Advertising
    Research
    and development costs
    Cash
    and cash equivalents
    Accounts
    and notes receivable and allowance for doubtful
    accounts
   44




---



##### Table of Contents



PGT, INC.
    AND SUBSIDIARY
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
      December 30,


December 31,2006


2005(In thousands)Trade receivables

$
26,187


$
47,643Less allowance for Doubtful
    Accounts


(943
)


(2,450
)$
25,244


$
45,193   Balance at








Balance atBeginning


Costs and





End ofAllowance for Doubtful Accounts

of Period


Expenses


Deductions(1)


Period(In thousands)Predecessor:Period from December 28, 2003
    to January 29, 2004

$
422



182






$
604Company:Period from January 30, 2004
    to January 1, 2005

$
604



371



(416
)

$
559Year ended December 31, 2005

$
559



2,308



(417
)

$
2,450Year ended December 30, 2006

$
2,450



373



(1,880
)

$
943     (1)
    
    Represents uncollectible accounts charged against the allowance
    for doubtful accounts.    Warranty
    expense
    45




---



##### Table of Contents



PGT, INC.
    AND SUBSIDIARY
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Accruals forBalance at


Warranties








Balance atBeginning


Issued


Adjustments


Settlements


End ofAllowance for Warranty

of Period


During Period


Made


Made


Period(In thousands)Predecessor:Period from December 28, 2003
    to January 29, 2004

$
2,894



190



144



(186
)

$
3,042Company:Period from January 30, 2004
    to January 1, 2005

$
3,042



2,374



(485
)


(2,068
)

$
2,863Year ended December 31, 2005

$
2,863



5,658



223



(4,243
)

$
4,501Year ended December 30, 2006

$
4,501



5,581



111



(5,259
)

$
4,934   Inventories
  made-to-order (first-in,
    December 30,


December 31,2006


2005(In thousands)Finished goods

$
1,109


$
1,867Work in progress


880



467Raw Materials


10,297



12,460Less reserve for obsolescence


(1,125
)


(813
)$
11,161


$
13,981   Balance at








Balance atBeginning


Costs and





End ofReserve for Obsolescence

of Period


Expenses


Deductions(1)


Period(In thousands)Predecessor:Period from December 28, 2003
    to January 29, 2004

$
257



277



(77
)

$
457Company:Period from January 30, 2004
    to January 1, 2005

$
457



423



(749
)

$
131Year ended December 31, 2005

$
131



1,930



(1,248
)

$
813Year ended December 30, 2006

$
813



534



(222
)

$
1,125     (1)
    
    Represents obsolete inventory charged against the reserve. 46




---



##### Table of Contents



PGT, INC.
    AND SUBSIDIARY
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
   Property,
    plant and equipment
    Building and improvements


5 to 40 yearsFurniture and equipment


3 to 10 yearsVehicles


3 to 10 yearsComputer Software


3 years     Long-lived
    assets
  Accounting for the Impairment or Disposal of Long-Lived
    Assets.
    Computer
    software
               47




---



##### Table of Contents



PGT, INC.
    AND SUBSIDIARY
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
     Goodwill
    and other intangible assets
  Goodwill and Other
    Intangible Assets.
  Goodwill
    Other
    intangibles
      Deferred
    financing costs
   48




---



##### Table of Contents



PGT, INC.
    AND SUBSIDIARY
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
     (In thousands)2007

$
3902008


3872009


3912010


3792011


3752012


45$
1,968   Derivative
    financial instruments
    Accounting for Derivative Instruments
    and Hedging Activities
       49




---



##### Table of Contents



PGT, INC.
    AND SUBSIDIARY
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
     Financial
    instruments
    Concentrations
    of credit risk
      Comprehensive
    income (loss)
      Stock
    compensation
     50




---



##### Table of Contents



PGT, INC.
    AND SUBSIDIARY
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  ,
    Accounting for Stock Based Compensation
    (SFAS No. 123).
    Income
    taxes
  Accounting
    for Income Taxes
  Net
    income (loss) per common share
  ,
    Earnings per Share,
    CompanyJanuary 30,Year Ended


Year Ended


2004 toDecember 30,


December 31,


January 1,2006


2005


2005Weighted average common shares for
    basic EPS


21,204



15,723



15,720Effect of dilutive stock options






1,576



1,501Weighted average common and common
    equivalent shares for diluted EPS


21,204



17,299



17,221   3.
    Recently
    Issued Accounting Pronouncements  Accounting for Uncertainty in
    Income Taxes, an interpretation of FASB Statement No. 109,
    Accounting for Income Taxes.
 51




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##### Table of Contents



PGT, INC.
    AND SUBSIDIARY
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Accounting for Income Taxes.
  Considering the Effects of Prior Year Misstatements when
    Quantifying Misstatements in Current Year Financial Statements
  Fair Value Measurements ,
  The
    Fair Value Option for Financial Assets and Financial Liabilities
 52




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##### Table of Contents



PGT, INC.
    AND SUBSIDIARY
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  4.
    Acquisition    Business Combinations.
    Assets:Current assets

$
33,940Property, plant and equipment


50,589Intangible assets


132,269Goodwill


169,648Total Assets

$
386,446Liabilities and Equity:Current liabilities

$
17,948Net Deferred Tax Liability


50,160Rollover Equity


31,749Total Liabilities and Equity


99,857Total cash paid

$
286,589   5.
    Property,
    Plant and Equipment    December 30,


December 31,2006


2005(In thousands)Land

$
3,604


$
4,029Buildings and improvements


44,136



33,485Machinery and equipment


34,023



23,131Vehicles


4,786



3,863Software


7,942



7,453Construction in progress


6,322



5,979100,813



77,940Less accumulated depreciation


(22,011
)


(12,432
)$
78,802


$
65,508  53




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##### Table of Contents



PGT, INC.
    AND SUBSIDIARY
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  6.
    Goodwill
    and Other Intangible Assets    December 30,


December 31,


Useful Life2006


2005


in Years(In thousands)Unamortized intangible assets:Goodwill

$
169,648


$
169,648



indefiniteTrademarks

$
62,500


$
62,600



indefiniteAmortized intangible assets, grossCustomer relationships


55,700



55,700



10Supplier agreements


2,300



2,300



1-2Noncompete agreements


4,469



4,469



2Total amortized intangible assets,
    gross


62,469



62,469Accumulated Amortization:Customer relationships


(16,282
)


(10,712
)Supplier agreements


(2,300
)


(2,300
)Noncompete agreements


(4,469
)


(4,297
)Total Accumulated Amortization


(23,051
)


(17,309
)Other intangible assets, net

$
101,918


$
107,760   Visibly Better, WinGuard,
    Eze-Breeze NatureScape. NatureScape
      (In thousands)2007

$
5,5702008


5,5702009


5,5702010


5,5702011


5,570Thereafter


11,568Total

$
39,418  54




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##### Table of Contents



PGT, INC.
    AND SUBSIDIARY
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  7.
    Accrued
    Liabilities    December 30,


December 31,2006


2005(In thousands)Accrued warranty

$
3,571


$
4,501Accrued interest


1,615



2,306Accrued payroll and benefits


7,322



9,451Accrued stock compensation






6,813Accrued health claims insurance
    payable


1,669



1,832Other


2,507



1,854$
16,684


$
26,757   8.
    Long-Term
    Debt    December 30,


December 31,2006


2005(In thousands)Tranche A1 term note payable
    to a bank in quarterly installments of $469,373 beginning
    January 29, 2008 through January 29, 2009. Quarterly
    installments increase to $45.3 million on April 29,
    2009 and continue through January 29, 2010. Interest is
    payable quarterly at LIBOR or the prime rate plus an applicable
    margin. At December 31, 2005, the rate was 4.23% plus a
    margin of 3.00%

$



$
183,525Tranche A2 term note payable
    to a bank in quarterly installments of $420,019 beginning
    November 14, 2007 through November 14, 2011. A lump
    sum payment of $158.3 million is due on February 14,
    2012. Interest is payable quarterly at LIBOR or the prime rate
    plus an applicable margin. At December 30, 2006, the rate
    was 5.38% plus a margin of 3.00%


165,488



165,488



183,525Less current portion of long-term
    debt


420



$
165,068


$
183,525      55




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##### Table of Contents



PGT, INC.
    AND SUBSIDIARY
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
           2007

$
4202008


1,6802009


1,6802010


1,6802011


1,680Thereafter


158,348$
165,488  56




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##### Table of Contents



PGT, INC.
    AND SUBSIDIARY
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
        9.
    Interest
    Expense    Company


PredecessorJanuary 30,


December 28,Year Ended


Year Ended


2004 to


2003 toDecember 30,


December 31,


January 1,


January 29,2006


2005


2005


2004Long-term debt

$
22,141


$
12,495


$
8,760


$
463Debt Fees


781



397



264



19Amortization of Deferred Financing
    Costs


7,205



1,285



876



45Short-term Debt






120



60



Interest Income


(1,054
)


(122
)


(67
)


(9
)Interest expense, gross


29,073



14,175



9,893



518Capitalized interest


(564
)


(304
)






Interest expense, net

$
28,509


$
13,871


$
9,893


$
518   10.
    Derivative
    Financial Instruments   57




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##### Table of Contents



PGT, INC.
    AND SUBSIDIARY
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
          58




---



##### Table of Contents



PGT, INC.
    AND SUBSIDIARY
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
   11.
    Income
    Taxes    December 30,


December 31,2006


2005Deferred tax assets:Warranty Reserve

$
1,924


$
1,755Deferred financing costs






635Accounts receivable


1,089



1,328State tax credits


175



591Other accruals


1,536



1,483Inventories


834



752Net operating loss
    carryforward  state


449



Compensation expense


231



Total deferred tax assets


6,238



6,544Deferred tax liabilities:Intangible assets


(45,813
)


(46,000
)Property, plant, and equipment


(7,314
)


(9,162
)Derivative financial instruments


(297
)


(2,569
)Total deferred tax liabilities


(53,424
)


(57,731
)Net deferred tax liability

$
(47,186
)

$
(51,187
)     Company


PredecessorJanuary 30,


December 28,Year Ended


Year Ended


2004 to


2003 toDecember 30,


December 31,


January 1,


January 29,2006


2005


2005


2004Current:Federal

$
(3,604
)

$
7,497


$
795


$
(266
)State


(10
)


1,391



138



(121
)(3,614
)


8,888



933



(387
)Deferred:Federal


3,157



(3,817
)


3,030



(321
)State


558



(1,161
)


568



(204
)3,715



(4,978
)


3,598



(525
)Income tax expense (benefit)

$
101


$
3,910


$
4,531


$
(912
)  59




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##### Table of Contents



PGT, INC.
    AND SUBSIDIARY
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Company


PredecessorJanuary 30,


December 28,Year Ended


Year Ended


2004 to


2003 toDecember 30,


December 31,


January 1,


January 29,2006


2005


2005


2004Statutory federal income tax rate


(35.0
)%


35.0
%


35.0
%


35.0
%State income taxes, net of federal
    income tax benefit


(4.0
)%


4.0
%


4.0
%


4.0
%State tax credits


48.7
%


(4.8
)%






9.6
%Manufacturing deduction






(2.2
)%






Other


1.9
%


1.2
%


0.3
%


12.4
%11.6
%


33.2
%


39.3
%


61.0
%         12.
    Commitments
    and Contingencies    2007

$
2,7872008


1,7932009


7802010


4082011


96Thereafter


239$
6,103  60




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##### Table of Contents



PGT, INC.
    AND SUBSIDIARY
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
          13.
    Employee
    Benefit Plan    14.
    Related
    Parties      15.
    Shareholders
    Equity  Initial
    Public Offering
  Form S-1
 61




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##### Table of Contents



PGT, INC.
    AND SUBSIDIARY
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
        Stock
    Split
  662.07889-for-1
    662.07889-for-1
  Special
    Cash Dividends
  in-lieu
  in-lieu
  16.
    Employee
    Stock Based Compensation   62




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##### Table of Contents



PGT, INC.
    AND SUBSIDIARY
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
             Stock
    Options
    Number ofShares


WeightedUnderlying


AverageOptions


Exercise Price(In thousands)Outstanding at
    December 31, 2005


4,982


$
4.43Granted


172


$
14.00Exercised


(1,103
)

$
1.19Cancelled


(67
)

$
8.64Outstanding at
    December 30, 2006


3,984


$
5.67  63




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##### Table of Contents



PGT, INC.
    AND SUBSIDIARY
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
     Options Outstanding


Options ExercisableWeighted Average





Weighted AverageOutstanding at





Remaining


Exercisable at





RemainingDecember 30,


Exercise


Contractual


December 30,


Exercise


ContractualExercise Prices

2006


Price


Life


2006


Price


Life$ 0.38


530


$
0.38



7.1 yrs



530


$
0.38



7.1 yrs$ 1.51


1,284



1.51



7.1 yrs



1,284



1.51



7.1 yrs$ 8.64


1,814



8.64



7.4 yrs



626



8.64



7.3 yrs$12.84


184



12.84



8.9 yrs



36



12.84



8.9 yrs$14.00


172



14.00



9.5 yrs











 yrs3,984


$
5.67



7.4 yrs



2,476


$
3.24



7.2 yrs       non-vested
  Non-Vested
    Restricted Share Awards
   64




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##### Table of Contents



PGT, INC.
    AND SUBSIDIARY
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
     Weighted AverageGrant-DateNonvested Restricted Share Awards

Shares


Fair Value(In thousands)Nonvested at December 31, 2005





$
Granted


79



14.01Vested






Forfeited






Nonvested at December 30, 2006


79


$
14.01     17.
    Sales by
    Product Group    January 30,


December 28,Year Ended


Year Ended


2004 to


2003 toDecember 30,


December 31,


January 1,


January 29,2006


2005


2005


2004WinGuard Windows and Doors

$
241,092


$
186,184


$
101,497


$
7,606Other Window and Door Products


130,506



146,629



135,853



11,438$
371,598


$
332,813


$
237,350


$
19,044  65




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##### Table of Contents



PGT, INC.
    AND SUBSIDIARY
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  18.
    Unaudited
    Quarterly Financial Data    2006First


Second


Third


FourthQuarter


Quarter


Quarter


QuarterNet sales

$
96,355


$
108,689


$
98,324


$
68,230Gross margin


35,721



47,110



39,235



19,665Net (loss) income


(14,076
)


10,024



5,074



(1,991
)Basic net (loss) income per share


(0.89
)


0.62



0.20



(0.07
)Diluted net (loss) income per share

$
(0.89
)

$
0.55


$
0.18


$
(0.07
)   2005First


Second


Third


FourthQuarter


Quarter


Quarter


QuarterNet sales

$
79,364


$
78,217


$
87,089


$
88,143Gross margin


29,728



27,417



32,398



33,795Net (loss) income


4,792



3,724



209



(861
)Basic net (loss) income per share


0.30



0.24



0.01



(0.05
)Diluted net (loss) income per share

$
0.28


$
0.22


$
0.01


$
(0.05
)    66




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##### Table of Contents



Item 9.
    CHANGES
    IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
    FINANCIAL DISCLOSURE    Item 9A.
    CONTROLS
    AND PROCEDURES  Conclusion
    Regarding the Effectiveness of Disclosure Controls and
    Procedures
      Rules 13a-15(e) 15d-15(e)
    Item 9B.
    OTHER
    INFORMATION   PART III  Item 10.
    DIRECTORS
    AND EXECUTIVE OFFICERS OF THE REGISTRANT    Code of
    Business Conduct and Ethics
   67




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##### Table of Contents



Form 10-K http://pgtinc.com
      
    Any amendment to a provision of our Code of Business Conduct and
    Ethics or our Supplemental Code of Ethics that applies to our
    chief executive officer, our chief financial Officer; or
    The grant of any waiver, including an implicit waiver, from a
    provision of one of these policies to one of these officers that
    relates to one or more of the items set forth in
    Item 406(b) of
    Regulation S-K  12-month
  Item 11.
    EXECUTIVE
    COMPENSATION    Item 12.
    SECURITY
    OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND
    RELATED STOCKHOLDER MATTERS    Item 13.
    CERTAIN
    RELATIONSHIPS AND RELATED TRANSACTIONS    Item 14.
    PRINCIPAL
    ACCOUNTING FEES AND SERVICES   68




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##### Table of Contents



PART IV  Item 15.
    EXHIBITS,
    FINANCIAL STATEMENT SCHEDULES      Regulation S-K.
  ExhibitNumber

Description3
.1

Form of Amended and Restated
    Certificate of Incorporation of PGT, Inc. (incorporated herein
    by reference to Exhibit 3.1 to Amendment No. 3 to the
    Registration Statement of the Company on
    Form S-1,
    filed with the Securities and Exchange Commission on
    June 8, 2006, Registration No.
    333-132365)3
.2

Form of Amended and Restated
    By-Laws of PGT, Inc. (incorporated herein by reference to
    Exhibit 3.2 to Amendment No. 3 to the Registration
    Statement of the Company on
    Form S-1,
    filed with the Securities and Exchange Commission on
    June 8, 2006, Registration
    No. 333-132365)4
.1

Form of Specimen Certificate
    (incorporated herein by reference to Exhibit 4.1 to
    Amendment No. 2 to the Registration Statement of the
    Company on
    Form S-1,
    filed with the Securities and Exchange Commission on
    May 26, 2006, Registration
    No. 333-132365)4
.2

Amended and Restated Security
    Holders Agreement, by and among PGT, Inc., JLL Partners
    Fund IV, L.P., and the stockholders named therein, dated as
    of June 27, 2006 (incorporated herein by reference to
    Exhibit 4.2 to the Companys Quarterly Report on
    Form 10-Q,
    filed with the Securities and Exchange Commission on
    August 11, 2006, Registration No. 000-52059)10
.1

Second Amended and Restated Credit
    Agreement dated as of February 14, 2006 among PGT
    Industries, Inc., as Borrower, JLL Window Holdings, Inc. and the
    other Guarantors party thereto, as Guarantors, the lenders party
    thereto, UBS Securities LLC, as Arranger, Bookmanager,
    Co-Documentation Agent and Syndication Agent, UBS AG, Stamford
    Branch, as Issuing Bank, Administrative Agent and Collateral
    Agent, UBS Loan Finance LLC, as Swingline Lender and
    General Electric Capital Corporation, as Co-Documentation Agent
    (incorporated herein by reference to Exhibit 10.1 to
    Amendment No. 1 to the Registration Statement of the
    Company on
    Form S-1,
    filed with the Securities and Exchange Commission on
    April 21, 2006, Registration
    No. 333-132365)10
.3

Amended and Restated Pledge and
    Security Agreement dated as of February 14, 2006, by PGT
    Industries, Inc., JLL Window Holdings, Inc. and the other
    Guarantors party thereto in favor of UBS AG, Stamford Branch, as
    First Lien Collateral Agent (incorporated herein by reference to
    Exhibit 10.3 to Amendment No. 1 to the Registration
    Statement of the Company on
    Form S-1,
    filed with the Securities and Exchange Commission on
    April 21, 2006, Registration
    No. 333-132365)10
.5

PGT, Inc. 2004 Stock Incentive
    Plan, as amended (incorporated herein by reference to
    Exhibit 10.5 to Amendment No. 1 to the Registration
    Statement of the Company on
    Form S-1,
    filed with the Securities and Exchange Commission on
    April 21, 2006, Registration
    No. 333-132365)10
.6

Form of PGT, Inc. 2004 Stock
    Incentive Plan Stock Option Agreement (incorporated herein by
    reference to Exhibit 10.6 to Amendment No. 1 to the
    Registration Statement of the Company on
    Form S-1,
    filed with the Securities and Exchange Commission on
    April 21, 2006, Registration No.
    333-132365)10
.7

Form of PGT, Inc. 2006 Equity
    Incentive Plan (incorporated herein by reference to
    Exhibit 10.7 to Amendment No. 3 to the Registration
    Statement of the Company on
    Form S-1,
    filed with the Securities and Exchange Commission on
    June 8, 2006, Registration
    No. 333-132365)10
.8

Form of PGT, Inc. 2006 Equity
    Incentive Plan Non-qualified Stock Option Agreement
    (incorporated herein by reference to Exhibit 10.8 to
    Amendment No. 3 to the Registration Statement of the
    Company on
    Form S-1,
    filed with the Securities and Exchange Commission on
    June 8, 2006, Registration
    No. 333-132365) 69




---



##### Table of Contents



ExhibitNumber

Description10
.9

Employment Agreement, dated
    January 29, 2001, between PGT Industries, Inc. and Rodney
    Hershberger (incorporated herein by reference to
    Exhibit 10.9 to Amendment No. 3 to the Registration
    Statement of the Company on
    Form S-1,
    filed with the Securities and Exchange Commission on
    June 8, 2006, Registration
    No. 333-132365)10
.10

Employment Agreement, dated
    November 1, 2005, between PGT Industries, Inc. and Herman
    Moore (incorporated herein by reference to Exhibit 10.10 to
    Amendment No. 1 to the Registration Statement of the
    Company on
    Form S-1,
    filed with the Securities and Exchange Commission on
    April 21, 2006, Registration
    No. 333-132365)10
.11

Employment Agreement, dated
    November 28, 2005, between PGT Industries, Inc. and Jeffrey
    T. Jackson (incorporated herein by reference to
    Exhibit 10.11 to Amendment No. 1 to the Registration
    Statement of the Company on
    Form S-1,
    filed with the Securities and Exchange Commission on
    April 21, 2006, Registration
    No. 333-132365)10
.12

Employment Agreement, dated
    January 29, 2001, between PGT Industries, Inc. and Deborah
    L. LaPinska (incorporated herein by reference to
    Exhibit 10.12 to Amendment No. 1 to the Registration
    Statement of the Company on
    Form S-1,
    filed with the Securities and Exchange Commission on
    April 21, 2006, Registration
    No. 333-132365)10
.13

Employment Agreement, dated
    January 29, 2001, between PGT Industries, Inc. and B. Wayne
    Varnadore (incorporated herein by reference to
    Exhibit 10.13 to Amendment No. 1 to the Registration
    Statement of the Company on
    Form S-1,
    filed with the Securities and Exchange Commission on
    April 21, 2006, Registration
    No. 333-132365)10
.14

Employment Agreement, dated
    January 29, 2001, between PGT Industries, Inc. and David
    McCutcheon (incorporated herein by reference to
    Exhibit 10.14 to Amendment No. 1 to the Registration
    Statement of the Company on
    Form S-1,
    filed with the Securities and Exchange Commission on
    April 21, 2006, Registration
    No. 333-132365)10
.15

Employment Agreement, dated
    July 8, 2004, between PGT Industries, Inc. and Ken Hilliard
    (incorporated herein by reference to Exhibit 10.15 to
    Amendment No. 1 to the Registration Statement of the
    Company on
    Form S-1,
    filed with the Securities and Exchange Commission on
    April 21, 2006, Registration
    No. 333-132365)10
.16

Employment Agreement, dated
    January 29, 2001, between PGT Industries, Inc. and Linda
    Gavit (incorporated herein by reference to Exhibit 10.16 to
    Amendment No. 1 to the Registration Statement of the
    Company on
    Form S-1,
    filed with the Securities and Exchange Commission on
    April 21, 2006, Registration
    No. 333-132365)10
.17

Form of Director Indemnification
    Agreement (incorporated herein by reference to
    Exhibit 10.17 to Amendment No. 3 to the Registration
    Statement of the Company on
    Form S-1,
    filed with the Securities and Exchange Commission on
    June 8, 2006, Registration
    No. 333-132365)10
.18

Form of PGT, Inc. Rollover Stock
    Option Agreement (incorporated herein by reference to Exhibit
    10.18 to Amendment No. 1 to the Registration Statement of
    the Company on
    Form S-1,
    filed with the Securities and Exchange Commission on
    April 21, 2006, Registration
    No. 333-132365)10
.19

Employment Agreement, dated
    April 10, 2006, between PGT Industries, Inc. and Mario
    Ferrucci III (incorporated herein by reference to
    Exhibit 10.19 to Amendment No. 2 to the Registration
    Statement of the Company on
    Form S-1,
    filed with the Securities and Exchange Commission on
    May 26, 2006, Registration
    No. 333-132365)10
.20

Supply Agreement between PGT
    Industries, Inc. and E.I. du Pont de Nemours and Company, dated
    January 1, 2006, with portions omitted pursuant to a
    request for confidential treatment (incorporated herein by
    reference to Exhibit 10.20 to Amendment No. 5 to the
    Registration Statement of the Company on
    Form S-1,
    filed with the Securities and Exchange Commission on
    June 27, 2006, Registration
    No. 333-132365)10
.21*

Supplier Agreement between
    Indalex, Inc. and PGT Industries, Inc., dated February 1,
    200710
.23

Form of PGT, Inc. 2006 Management
    Incentive Plan (incorporated herein by reference to Exhibit
    10.23 to Amendment No. 3 to the Registration Statement of
    the Company on
    Form S-1,
    filed with the Securities and Exchange Commission on
    June 8, 2006, Registration
    No. 333-132365) 70




---



##### Table of Contents



ExhibitNumber

Description10
.24

Form of PGT, Inc. 2006 Equity
    Incentive Plan Restricted Stock Award Agreement (incorporated
    herein by reference to Exhibit 10.24 to Amendment
    No. 3 to the Registration Statement of the Company on
    Form S-1,
    filed with the Securities and Exchange Commission on
    June 8, 2006, Registration No.
    333-132365)10
.25

Form of PGT, Inc. 2006 Equity
    Incentive Plan Restricted Stock Unit Award Agreement
    (incorporated herein by reference to Exhibit 10.25 to
    Amendment No. 3 to the Registration Statement of the
    Company on
    Form S-1,
    filed with the Securities and Exchange Commission on
    June 8, 2006, Registration
    No. 333-132365)10
.26

Form of PGT, Inc. 2006 Equity
    Incentive Plan Incentive Stock Option Agreement (incorporated
    herein by reference to Exhibit 10.26 to Amendment
    No. 3 to the Registration Statement of the Company on
    Form S-1,
    filed with the Securities and Exchange Commission on
    June 8, 2006, Registration No.
    333-132365)10
.27

Employment Agreement, dated
    October 24, 2006, between PGT, Inc. and Mary J. Kotler
    (incorporated herein by reference to Exhibit 10 to the
    Companys Current Report on
    Form 8-K,
    filed with the Securities and Exchange Commission on
    October 30, 2006, Registration No. 000-52059)21
.1*

Subsidiaries of the Registrant23
.1*

Consent of Ernst & Young
    LLP, Independent Registered Public Accounting Firm31
.1*

Certification of chief executive
    officer pursuant to Section 302 of the Sarbanes-Oxley Act
    of 2002.31
.2*

Certification of chief financial
    officer pursuant to Section 302 of the Sarbanes-Oxley Act
    of 2002.32
.1**

Certification of chief executive
    officer and chief financial officer pursuant to 18 U.S.C.
    Section 1350, as adopted pursuant to Section 906 of
    the Sarbanes-Oxley Act of 2002.     *
    
    Filed herewith.**
    
    Furnished herewith. 71




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##### Table of Contents



SIGNATURE
    PGT, INC.
  (Registrant)
  /s/  RODNEY
    HERSHBERGER       
       attorneys-in-fact attorney-in-fact
    Signature

Title

Date/s/  RODNEY
    HERSHBERGERRodney
    Hershberger

President and Chief Executive
    Officer (Principal Executive Officer and Director)

March 16, 2007/s/  JEFFREY
    T. JACKSONJeffrey
    T. Jackson

Chief Financial Officer and
    Treasurer (Principal Financial and Accounting Officer)

March 16, 2007/s/  PAUL
    S. LEVYPaul
    S. Levy

Chairman and Director

March 16, 2007/s/  ALEXANDER
    R. CASTALDIAlexander
    R. Castaldi

Director

March 16, 2007/s/  RICHARD
    D. FEINTUCHRichard
    D. Feintuch

Director

March 16, 2007/s/  RAMSEY
    A. FRANKRamsey
    A. Frank

Director

March 16, 2007 72




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##### Table of Contents



Signature

Title

Date/s/  M.
    JOSEPH MCHUGHM.
    Joseph McHugh

Director

March 16, 2007/s/  FLOYD
    F. SHERMANFloyd
    F. Sherman

Director

March 16, 2007/s/  RANDY
    L. WHITERandy
    L. White

Director

March 16, 2007/s/  BRETT
    N. MILGRIMBrett
    N. Milgrim

Director

March 16, 2007  73




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##### Table of Contents



EXHIBIT INDEX
  ExhibitNumber

Description3
.1

Form of Amended and Restated
    Certificate of Incorporation of PGT, Inc. (incorporated herein
    by reference to Exhibit 3.1 to Amendment No. 3 to the
    Registration Statement of the Company on
    Form S-1,
    filed with the Securities and Exchange Commission on
    June 8, 2006, Registration No.
    333-132365)3
.2

Form of Amended and Restated
    By-Laws of PGT, Inc. (incorporated herein by reference to
    Exhibit 3.2 to Amendment No. 3 to the Registration
    Statement of the Company on
    Form S-1,
    filed with the Securities and Exchange Commission on
    June 8, 2006, Registration
    No. 333-132365)4
.1

Form of Specimen Certificate
    (incorporated herein by reference to Exhibit 4.1 to
    Amendment No. 2 to the Registration Statement of the
    Company on
    Form S-1,
    filed with the Securities and Exchange Commission on
    May 26, 2006, Registration
    No. 333-132365)4
.2

Amended and Restated Security
    Holders Agreement, by and among PGT, Inc., JLL Partners
    Fund IV, L.P., and the stockholders named therein, dated as
    of June 27, 2006 (incorporated herein by reference to
    Exhibit 4.2 to the Companys Quarterly Report on
    Form 10-Q,
    filed with the Securities and Exchange Commission on
    August 11, 2006, Registration No. 000-52059)10
.1

Second Amended and Restated Credit
    Agreement dated as of February 14, 2006 among PGT
    Industries, Inc., as Borrower, JLL Window Holdings, Inc. and the
    other Guarantors party thereto, as Guarantors, the lenders party
    thereto, UBS Securities LLC, as Arranger, Bookmanager,
    Co-Documentation
    Agent and Syndication Agent, UBS AG, Stamford Branch, as Issuing
    Bank, Administrative Agent and Collateral Agent, UBS
    Loan Finance LLC, as Swingline Lender and General Electric
    Capital Corporation, as Co-Documentation Agent (incorporated
    herein by reference to Exhibit 10.1 to Amendment No. 1
    to the Registration Statement of the Company on
    Form S-1,
    filed with the Securities and Exchange Commission on
    April 21, 2006, Registration
    No. 333-132365)10
.3

Amended and Restated Pledge and
    Security Agreement dated as of February 14, 2006, by PGT
    Industries, Inc., JLL Window Holdings, Inc. and the other
    Guarantors party thereto in favor of UBS AG, Stamford Branch, as
    First Lien Collateral Agent (incorporated herein by reference to
    Exhibit 10.3 to Amendment No. 1 to the Registration
    Statement of the Company on
    Form S-1,
    filed with the Securities and Exchange Commission on
    April 21, 2006, Registration
    No. 333-132365)10
.5

PGT, Inc. 2004 Stock Incentive
    Plan, as amended (incorporated herein by reference to
    Exhibit 10.5 to Amendment No. 1 to the Registration
    Statement of the Company on
    Form S-1,
    filed with the Securities and Exchange Commission on
    April 21, 2006, Registration
    No. 333-132365)10
.6

Form of PGT, Inc. 2004 Stock
    Incentive Plan Stock Option Agreement (incorporated herein by
    reference to Exhibit 10.6 to Amendment No. 1 to the
    Registration Statement of the Company on
    Form S-1,
    filed with the Securities and Exchange Commission on
    April 21, 2006, Registration No.
    333-132365)10
.7

Form of PGT, Inc. 2006 Equity
    Incentive Plan (incorporated herein by reference to
    Exhibit 10.7 to Amendment No. 3 to the Registration
    Statement of the Company on
    Form S-1,
    filed with the Securities and Exchange Commission on
    June 8, 2006, Registration
    No. 333-132365)10
.8

Form of PGT, Inc. 2006 Equity
    Incentive Plan Non-qualified Stock Option Agreement
    (incorporated herein by reference to Exhibit 10.8 to
    Amendment No. 3 to the Registration Statement of the
    Company on
    Form S-1,
    filed with the Securities and Exchange Commission on
    June 8, 2006, Registration
    No. 333-132365)10
.9

Employment Agreement, dated
    January 29, 2001, between PGT Industries, Inc. and Rodney
    Hershberger (incorporated herein by reference to
    Exhibit 10.9 to Amendment No. 3 to the Registration
    Statement of the Company on
    Form S-1,
    filed with the Securities and Exchange Commission on
    June 8, 2006, Registration
    No. 333-132365)10
.10

Employment Agreement, dated
    November 1, 2005, between PGT Industries, Inc. and Herman
    Moore (incorporated herein by reference to Exhibit 10.10 to
    Amendment No. 1 to the Registration Statement of the
    Company on
    Form S-1,
    filed with the Securities and Exchange Commission on
    April 21, 2006, Registration
    No. 333-132365) 74




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##### Table of Contents



ExhibitNumber

Description10
.11

Employment Agreement, dated
    November 28, 2005, between PGT Industries, Inc. and Jeffrey
    T. Jackson (incorporated herein by reference to
    Exhibit 10.11 to Amendment No. 1 to the Registration
    Statement of the Company on
    Form S-1,
    filed with the Securities and Exchange Commission on
    April 21, 2006, Registration
    No. 333-132365)10
.12

Employment Agreement, dated
    January 29, 2001, between PGT Industries, Inc. and Deborah
    L. LaPinska (incorporated herein by reference to
    Exhibit 10.12 to Amendment No. 1 to the Registration
    Statement of the Company on
    Form S-1,
    filed with the Securities and Exchange Commission on
    April 21, 2006, Registration
    No. 333-132365)10
.13

Employment Agreement, dated
    January 29, 2001, between PGT Industries, Inc. and B. Wayne
    Varnadore (incorporated herein by reference to
    Exhibit 10.13 to Amendment No. 1 to the Registration
    Statement of the Company on
    Form S-1,
    filed with the Securities and Exchange Commission on
    April 21, 2006, Registration
    No. 333-132365)10
.14

Employment Agreement, dated
    January 29, 2001, between PGT Industries, Inc. and
    David McCutcheon (incorporated herein by reference to
    Exhibit 10.14 to Amendment No. 1 to the Registration
    Statement of the Company on
    Form S-1,
    filed with the Securities and Exchange Commission on
    April 21, 2006, Registration
    No. 333-132365)10
.15

Employment Agreement, dated
    July 8, 2004, between PGT Industries, Inc. and Ken Hilliard
    (incorporated herein by reference to Exhibit 10.15 to
    Amendment No. 1 to the Registration Statement of the
    Company on
    Form S-1,
    filed with the Securities and Exchange Commission on
    April 21, 2006, Registration
    No. 333-132365)10
.16

Employment Agreement, dated
    January 29, 2001, between PGT Industries, Inc. and Linda
    Gavit (incorporated herein by reference to Exhibit 10.16 to
    Amendment No. 1 to the Registration Statement of the
    Company on
    Form S-1,
    filed with the Securities and Exchange Commission on
    April 21, 2006, Registration
    No. 333-132365)10
.17

Form of Director Indemnification
    Agreement (incorporated herein by reference to
    Exhibit 10.17 to Amendment No. 3 to the Registration
    Statement of the Company on
    Form S-1,
    filed with the Securities and Exchange Commission on
    June 8, 2006, Registration
    No. 333-132365)10
.18

Form of PGT, Inc. Rollover Stock
    Option Agreement (incorporated herein by reference to Exhibit
    10.18 to Amendment No. 1 to the Registration Statement of
    the Company on
    Form S-1,
    filed with the Securities and Exchange Commission on
    April 21, 2006, Registration
    No. 333-132365)10
.19

Employment Agreement, dated
    April 10, 2006, between PGT Industries, Inc. and Mario
    Ferrucci III (incorporated herein by reference to
    Exhibit 10.19 to Amendment No. 2 to the Registration
    Statement of the Company on
    Form S-1,
    filed with the Securities and Exchange Commission on
    May 26, 2006, Registration
    No. 333-132365)10
.20

Supply Agreement between PGT
    Industries, Inc. and E.I. du Pont de Nemours and Company, dated
    January 1, 2006, with portions omitted pursuant to a
    request for confidential treatment (incorporated herein by
    reference to Exhibit 10.20 to Amendment No. 5 to the
    Registration Statement of the Company on
    Form S-1,
    filed with the Securities and Exchange Commission on
    June 27, 2006, Registration
    No. 333-132365)10
.21*

Supplier Agreement between
    Indalex, Inc. and PGT Industries, Inc., dated February 1,
    200710
.23

Form of PGT, Inc. 2006 Management
    Incentive Plan (incorporated herein by reference to Exhibit
    10.23 to Amendment No. 3 to the Registration Statement of
    the Company on
    Form S-1,
    filed with the Securities and Exchange Commission on
    June 8, 2006, Registration
    No. 333-132365)10
.24

Form of PGT, Inc. 2006 Equity
    Incentive Plan Restricted Stock Award Agreement (incorporated
    herein by reference to Exhibit 10.24 to Amendment
    No. 3 to the Registration Statement of the Company on
    Form S-1,
    filed with the Securities and Exchange Commission on
    June 8, 2006, Registration No.
    333-132365)10
.25

Form of PGT, Inc. 2006 Equity
    Incentive Plan Restricted Stock Unit Award Agreement
    (incorporated herein by reference to Exhibit 10.25 to
    Amendment No. 3 to the Registration Statement of the
    Company on
    Form S-1,
    filed with the Securities and Exchange Commission on
    June 8, 2006, Registration
    No. 333-132365) 75




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##### Table of Contents



ExhibitNumber

Description10
.26

Form of PGT, Inc. 2006 Equity
    Incentive Plan Incentive Stock Option Agreement (incorporated
    herein by reference to Exhibit 10.26 to Amendment
    No. 3 to the Registration Statement of the Company on
    Form S-1,
    filed with the Securities and Exchange Commission on
    June 8, 2006, Registration No.
    333-132365)10
.27

Employment Agreement, dated
    October 24, 2006, between PGT, Inc. and Mary J. Kotler
    (incorporated herein by reference to Exhibit 10 to the
    Companys Current Report on
    Form 8-K,
    filed with the Securities and Exchange Commission on
    October 30, 2006, Registration No. 000-52059)21
.1*

Subsidiaries of the Registrant23
.1*

Consent of Ernst & Young
    LLP, Independent Registered Public Accounting Firm31
.1*

Certification of chief executive
    officer pursuant to Section 302 of the Sarbanes-Oxley Act
    of 2002.31
.2*

Certification of chief financial
    officer pursuant to Section 302 of the Sarbanes-Oxley Act
    of 2002.32
.1**

Certification of chief executive
    officer and chief financial officer pursuant to 18 U.S.C.
    Section 1350, as adopted pursuant to Section 906 of
    the Sarbanes-Oxley Act of 2002.     *
    
    Filed herewith.**
    
    Furnished herewith. 76