UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 10-Q

(Mark One)

ý QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 29, 2012

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 number: 000-24956

Associated Materials, LLC

(Exact Name of Registrant as Specified in Its Charter)

Delaware	75-1872487
(State or Other Jurisdiction of Incorporation of Organization)	(I.R.S. Employer Identification No.)
3773 State Rd. Cuyahoga Falls, Ohio	44223
(Address of Principal Executive Offices)	(Zip Code)

Registrant’s Telephone Number, Including Area Code (330) 929 -1811

Former Name, Former Address and Former Fiscal Year, if Changed Since Last Report

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes  ¨    No  ý Although the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Exchange Act, the registrant has filed all such Exchange Act reports for the preceding 12 months.

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).     Yes  ý    No  ¨

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

Large accelerated filer	¨	Accelerated filer	¨
Non-accelerated filer	ý  (Do not check if a smaller reporting company)	Smaller reporting company	¨

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

As of November 9, 2012, all of the registrant’s membership interests outstanding were held by an affiliate of the registrant.

ASSOCIATED MATERIALS, LLC

Report for the Quarter ended September 29, 2012

		Page No.
PART I. FINANCIAL INFORMATION
Item 1.	Financial Statements
	Unaudited Condensed Consolidated Balance Sheets September 29, 2012 and December 31, 2011	1
	Unaudited Condensed Consolidated Statements of Operations and Comprehensive Income (Loss) Quarters and Nine Months ended September 29, 2012 and October 1, 2011	2
	Unaudited Condensed Consolidated Statements of Cash Flows Nine Months ended September 29, 2012 and October 1, 2011	3
	Notes to Unaudited Condensed Consolidated Financial Statements	4
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	17
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	27
Item 4.	Controls and Procedures	27
PART II. OTHER INFORMATION
Item 1.	Legal Proceedings	28
Item 1A.	Risk Factors	29
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	29
Item 3.	Defaults Upon Senior Securities	29
Item 4.	Mine Safety Disclosures	29
Item 5.	Other Information	29
Item 6.	Exhibits	29
SIGNATURES		30

PART I. FINANCIAL INFORMATION

Item 1. Financial Statements

ASSOCIATED MATERIALS, LLC

UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS

(In thousands)

	September 29, 2012		December 31, 2011
Assets
Current assets:
Cash and cash equivalents	$	9,659	$	11,374
Accounts receivable, net of allowance for doubtful accounts of $4,225 at September 29, 2012 and $7,823 at December 31, 2011	159,582		121,998
Inventories	152,105		115,653
Income taxes receivable	823		—
Deferred income taxes	8,014		8,013
Prepaid expenses	10,432		11,653
Total current assets	340,615		268,691
Property, plant and equipment, net of accumulated depreciation of $49,606 at September 29, 2012 and $29,727 at December 31, 2011	112,072		126,593
Goodwill	484,762		478,912
Other intangible assets, net	608,339		622,100
Other assets	22,935		24,872
Total assets	$	1,568,723	$	1,521,168
Liabilities and Member’s Equity
Current liabilities:
Accounts payable	$	119,231	$	80,260
Accrued liabilities	96,277		72,429
Deferred income taxes	5,819		4,967
Income taxes payable	2,570		6,989
Total current liabilities	223,897		164,645
Deferred income taxes	131,696		131,698
Other liabilities	146,202		150,361
Long-term debt	820,126		804,000
Member’s equity	246,802		270,464
Total liabilities and member’s equity	$	1,568,723	$	1,521,168

See accompanying notes to unaudited condensed consolidated financial statements.

1

ASSOCIATED MATERIALS, LLC

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

AND COMPREHENSIVE INCOME (LOSS)

(In thousands)

	Quarters Ended						Nine Months Ended
	September 29, 2012			October 1, 2011			September 29, 2012			October 1, 2011
Net sales	$	325,034		$	349,201		$	852,379		$	856,396
Cost of sales	243,430			264,042			648,975			650,818
Gross profit	81,604			85,159			203,404			205,578
Selling, general and administrative expenses	59,451			63,576			178,463			188,116
Impairment of other intangible assets	—			72,242			—			72,242
Income (loss) from operations	22,153			(50,659		)	24,941			(54,780		)
Interest expense, net	19,085			19,056			56,697			56,851
Foreign currency (gain) loss	(17		)	371			220			465
Income (loss) before income taxes	3,085			(70,086		)	(31,976		)	(112,096		)
Income tax expense (benefit)	2,555			(22,068		)	4,991			(19,767		)
Net income (loss)	530			(48,018		)	(36,967		)	(92,329		)
Other comprehensive income (loss):
Pension and other postretirement benefit adjustments, net of tax	16			—			40			—
Foreign currency translation adjustments, net of tax	11,662			(34,199		)	13,103			(18,809		)
Total comprehensive income (loss)	$	12,208		$	(82,217	)	$	(23,824	)	$	(111,138	)

See accompanying notes to unaudited condensed consolidated financial statements.

2

ASSOCIATED MATERIALS, LLC

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(In thousands)

	Nine Months Ended
	September 29, 2012			October 1, 2011
Operating Activities
Net loss	$	(36,967	)	$	(92,329	)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization	39,402			38,363
Deferred income taxes	(732		)	(19,004		)
Impairment of other intangible assets	—			72,242
Provision for losses on accounts receivable	1,505			2,903
Amortization of deferred financing costs	3,350			3,351
Stock compensation	82			817
(Gain) loss on sale or disposal of assets	(15		)	195
Changes in operating assets and liabilities:
Accounts receivable	(38,132		)	(51,972		)
Inventories	(35,341		)	(26,781		)
Accounts payable and accrued liabilities	61,623			50,760
Income taxes receivable / payable	(5,403		)	(4,819		)
Other	(3,476		)	(2,135		)
Net cash used in operating activities	(14,104		)	(28,409		)
Investing Activities
Supply center acquisition	—			(1,550		)
Capital expenditures	(3,720		)	(13,177		)
Proceeds from the sale of assets	88			—
Net cash used in investing activities	(3,632		)	(14,727		)
Financing Activities
Borrowings under ABL facilities	147,574			294,146
Payments under ABL facilities	(131,353		)	(256,146		)
Equity contribution from parent	80			—
Financing costs	(225		)	(398		)
Net cash provided by financing activities	16,076			37,602
Effect of exchange rate changes on cash and cash equivalents	(55		)	198
Net decrease in cash and cash equivalents	(1,715		)	(5,336		)
Cash and cash equivalents at beginning of period	11,374			13,789
Cash and cash equivalents at end of period	$	9,659		$	8,453
Supplemental information:
Cash paid for interest	$	36,474		$	39,825
Cash paid for income taxes	$	11,149		$	4,070

See accompanying notes to unaudited condensed consolidated financial statements.

3

ASSOCIATED MATERIALS, LLC

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE QUARTER AND NINE MONTHS ENDED SEPTEMBER 29, 2012

(UNAUDITED)

Note 1 – Basis of Presentation

On October 13, 2010, through a series of mergers (the “Merger”), Associated Materials, LLC (the “Company”) became a 100% owned subsidiary of AMH Intermediate Holdings Corp. (“Holdings”). Holdings is a wholly owned subsidiary of AMH Investment Holdings Corp. (“Parent”), which is controlled by investment funds affiliated with Hellman & Friedman LLC (“H&F”). Holdings and Parent do not have material assets or operations other than their direct and indirect ownership, respectively, of the membership interest of the Company. Approximately 97% of the capital stock of Holdings is owned by investment funds affiliated with H&F.

The unaudited condensed consolidated financial statements of the Company have been prepared in accordance with U.S. generally accepted accounting principles for interim financial reporting, the instructions to Form 10-Q, and Rule 10-01 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by U.S. generally accepted accounting principles for complete financial statements. In the opinion of management, these interim condensed consolidated financial statements contain all of the normal recurring accruals and adjustments considered necessary for a fair presentation of the unaudited results for the quarters and nine months ended September 29, 2012 and October 1, 2011. These financial statements should be read in conjunction with the Company’s audited financial statements and notes thereto included in its Annual Report on Form 10-K for the year ended December 31, 2011. A detailed description of the Company’s significant accounting policies and management judgments is located in the audited financial statements for the year ended December 31, 2011, included in the Company’s Form 10-K filed with the Securities and Exchange Commission.

The Company was founded in 1947 when it first introduced residential aluminum siding under the Alside^® name and is a leading, vertically integrated manufacturer and distributor of exterior residential building products in the United States and Canada. The Company produces a comprehensive offering of exterior building products, including vinyl windows, vinyl siding, aluminum trim coil and aluminum and steel siding and accessories, which are produced at the Company’s 11 manufacturing facilities. The Company distributes these products direct to 275 independent distributors and dealers and through its 121 company-operated supply centers. The Company also sells complementary products that are manufactured by third parties, such as roofing materials, insulation, exterior doors, vinyl siding in a shake and scallop design and installation equipment and tools, which are largely distributed through the company-operated supply centers. Because most of the Company’s building products are intended for exterior use, the Company’s sales and operating profits tend to be lower during periods of inclement weather. Therefore, the results of operations for any interim period are not necessarily indicative of the results of operations for a full year.

Certain items previously reported in specific financial statement captions have been reclassified to conform to the fiscal 2012 presentation.

Recent Accounting Pronouncements

In July 2012, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update ("ASU") No. 2012-02, Intangibles - Goodwill and Other (Topic 350): Testing Indefinite-Lived Intangible Assets for Impairment (“ASU 2012-02”). ASU 2012-02 permits an entity first to assess qualitative factors to determine whether it is more likely than not that an indefinite-lived intangible asset is impaired. If an entity determines that it is not more likely than not that the asset is impaired, the entity will have the option not to calculate annually the fair value of an indefinite-lived intangible asset. The more-likely-than-not threshold is defined as having a likelihood of more than 50 percent. ASC 2012-02 is effective for annual and interim impairment tests performed for fiscal years beginning after September 15, 2012, with early adoption permitted. The Company does not believe that the adoption of the provisions of ASU 2012-02 will have an impact on its consolidated financial position, results of operations or cash flows.

In September 2011, the FASB issued ASU No. 2011-08, Intangibles — Goodwill and Other (Topic 350): Testing Goodwill for Impairment (“ASU 2011-08”). ASU 2011-08 provides the option to first assess qualitative factors to determine whether the existence of events or circumstance leads to the determination that it is more likely than not that the fair value of a reporting unit is less than its carrying amount. If the entity determines it is not more likely than not that the fair value is less than the carrying amount, then performing the two-step impairment test is unnecessary. However, if the entity concludes otherwise, it is required to perform the first step of the two-step impairment test. The amendments are effective for annual and interim goodwill impairment tests performed for fiscal years beginning after December 15, 2011, with early adoption permitted. Adoption of the provisions of ASU 2011-08 on January 1, 2012 did not have an impact on the Company’s consolidated financial position, results of operations or cash flows.

4

In June 2011, the FASB issued ASU No. 2011-05, Presentation of Comprehensive Income (“ASU 2011-05”). ASU 2011-05 eliminates the option to report other comprehensive income and its components in the statement of changes in stockholders’ equity and requires an entity to present the total of comprehensive income, the components of net income and the components of other comprehensive income either in a single continuous statement or in two separate but consecutive statements. In December 2011, the FASB issued ASU No. 2011-12, Comprehensive Income — Deferral of the Effective Date for Amendments to the Presentation of Reclassifications of Items Out of Accumulated Other Comprehensive Income in ASU 2011-05 (“ASU 2011-12”), to defer the effective date of the specific requirement to present items that are reclassified out of accumulated other comprehensive income to net income alongside their respective components of net income and other comprehensive income. All other provisions of this pronouncement, which are to be applied retrospectively, are effective for fiscal years, and interim periods within those years, beginning after December 15, 2011. ASU 2011-05 and ASU 2011-12 concern presentation and disclosure only. Adoption of ASU 2011-05 and ASU 2011-12 on January 1, 2012 did not have an impact on the Company’s consolidated financial position, results of operations or cash flows.

Note 2 – Inventories

Inventories are valued at the lower of cost (first in, first out) or market. Inventories consist of the following (in thousands):

	September 29, 2012		December 31, 2011
Raw materials	$	36,680	$	29,770
Work-in-progress	10,731		8,580
Finished goods and purchased products	104,694		77,303
	$	152,105	$	115,653

Note 3 – Goodwill and Other Intangible Assets

The Company reviews goodwill and other intangible assets with indefinite lives for impairment on an annual basis, or more frequently if events or circumstances change that would impact the value of these assets. The Company did not recognize any impairment losses of its goodwill during the quarters or nine months ended September 29, 2012 and October 1, 2011.

During the third quarter of 2011, due to the weaker economic conditions and lower projections for results of operations, management lowered its forecast used for its discounted cash flow analysis. In addition, Parent granted stock options in September 2011 to its newly appointed President and Chief Executive Officer at an exercise price of $5 per share based on a determination of fair market value by the board of directors of Parent, and also modified certain other outstanding options to an exercise price of $5 per share. As a result of the lower management projections for operating results and the calculated lower per share equity value, the Company believed that it had an indicator of impairment and performed interim goodwill impairment testing as of September 3, 2011. The Company completed the first step of its goodwill impairment testing with the assistance of an independent valuation firm during the third quarter of 2011. However, the second step of the valuation analysis was not completed and management could not reasonably estimate the amount of an impairment charge prior to the filing date of the Company's Quarterly Report on Form 10-Q for the quarter ended October 1, 2011. The Company completed the valuation work and the estimates of fair value necessary to complete the second step of the impairment analysis and recorded the resulting impairment charge during the fourth quarter of 2011. None of the Company’s goodwill is deductible for income tax purposes.

The changes in the carrying amount of goodwill are as follows (in thousands):

	Goodwill
Balance at December 31, 2011	$	478,912
Foreign currency translation	5,850
Balance at September 29, 2012	$	484,762

5

The Company’s other intangible assets consist of the following (in thousands):

	September 29, 2012							December 31, 2011
	Average Amortization Period (In Years)	Cost		Accumulated Amortization		Net Carrying Value		Average Amortization Period (In Years)	Cost		Accumulated Amortization		Net Carrying Value
Amortized customer bases	13	$	327,372	$	51,493	$	275,879	13	$	330,080	$	31,498	$	298,582
Amortized non-compete agreements	3	10		4		6		3	10		2		8
Total amortized intangible assets		327,382		51,497		275,885			330,090		31,500		298,590
Non-amortized trade names (1)		332,454		—		332,454			323,510		—		323,510
Total intangible assets		$	659,836	$	51,497	$	608,339		$	653,600	$	31,500	$	622,100

(1) Balances reflect impairment charges recorded during 2011.

The Company’s non-amortized intangible assets consist of the Alside^®, Revere^®, Gentek^®, Preservation^® and Alpine trade names and are tested for impairment at least annually at the beginning of the fourth quarter and on a more frequent basis if there are indications of potential impairment. The Company did not recognize any impairment losses of its other intangible assets during the quarter or nine months ended September 29, 2012.

As a result of the lower management projections for operating results and the calculated lower per share equity value discussed above, the Company believed potential indicators of impairment existed for the non-amortized trade names and completed an interim test of the fair value with the assistance of an independent valuation firm. The Company determined that the fair value determined by the income approach of certain non-amortized trade names was lower than the carrying value. Accordingly, the Company recorded an impairment charge of $72.2 million during the third quarter of 2011 associated with its non-amortized trade names.

Finite lived intangible assets are amortized on a straight-line basis over their estimated useful lives. Amortization expense related to other intangible assets was $6.6 million and $19.7 million for the quarter and nine months ended September 29, 2012, respectively, and $6.5 million and $19.7 million for the quarter and nine months ended October 1, 2011, respectively.

Note 4 – Long-Term Debt

Long-term debt consists of the following (in thousands):

	September 29, 2012		December 31, 2011
9.125% notes	$	730,000	$	730,000
Borrowings under the ABL facilities	90,126		74,000
Total long-term debt	$	820,126	$	804,000

9.125% Senior Secured Notes due 2017

In October 2010, the Company and AMH New Finance, Inc. (collectively, the “Issuers”) issued and sold $730.0 million of 9.125% Senior Secured Notes due 2017 (the “9.125% notes” or the “notes”). The notes bear interest at a rate of 9.125% per annum and are unconditionally guaranteed, jointly and severally, by each of the Issuers’ direct and indirect domestic subsidiaries that guarantees the Company's obligations under the senior secured asset-based revolving credit facilities (the "ABL facilities"). Interest payments are remitted on a semi-annual basis with the next payment due on November 1, 2012.

The Company completed the exchange of all outstanding privately placed 9.125% notes for newly registered notes in July 2011. These notes have an estimated fair value, classified as Level 1, of $715.4 million and $636.9 million based on quoted market prices as of September 29, 2012 and December 31, 2011, respectively.

6

ABL Facilities

In October 2010, the Company entered into the ABL facilities in the amount of $225.0 million (comprised of a $150.0 million U.S. facility and a $75.0 million Canadian facility) pursuant to a revolving credit agreement maturing in 2015 (the “Revolving Credit Agreement”). All obligations under the U.S. facility are guaranteed by each existing and subsequently acquired direct and indirect wholly-owned material U.S. restricted subsidiary of the Company and the direct parent of the Company, other than certain excluded subsidiaries. All obligations under the Canadian facility are guaranteed by each existing and subsequently acquired direct and indirect wholly-owned material Canadian restricted subsidiary of the Company, other than certain excluded subsidiaries. The revolving credit loans under the Revolving Credit Agreement bear interest at the rate of (1) the London Interbank Offered Rate ("LIBOR") (for eurodollar loans under the U.S. facility) or the Canadian Dealer Offered Rate ("CDOR") (for loans under the Canadian facility), plus an applicable margin of 2.75% as of September 29, 2012, (2) the alternate base rate (which is the highest of a prime rate, the Federal Funds Effective Rate plus 0.50% and a one-month LIBOR rate plus 1.0% per annum), plus an applicable margin of 1.75% as of September 29, 2012, or (3) the alternate Canadian base rate (which is the higher of a Canadian prime rate and the 30-day CDOR Rate plus 1.0%), plus an applicable margin of 1.75% as of September 29, 2012. In addition to paying interest on outstanding principal under the ABL facilities, the Company is required to pay a commitment fee, payable quarterly in arrears, of 0.50% if the average daily undrawn portion of the ABL facilities is greater than 50% as of the most recent fiscal quarter or 0.375% if the average daily undrawn portion of the ABL facilities is less than or equal to 50% as of the most recent fiscal quarter.

On April 26, 2012, the Company, Holdings, certain direct or indirect 100% owned U.S. and Canadian restricted subsidiaries of the Company designated as a borrower or guarantor under the Revolving Credit Agreement, certain of the lenders party to the Revolving Credit Agreement, UBS AG, Stamford Branch and UBS AG Canada Branch, as administrative and collateral agents, and Wells Fargo Capital Finance, LLC, as co-collateral agent, entered into Amendment No. 1 (the “Amendment”) to the Revolving Credit Agreement, which, among other things, reallocates (i) $8.5 million of the $150.0 million U.S. revolving credit commitments in existence prior to the Amendment (“Pre-Amended U.S. Facility”) as U.S. tranche B revolving credit commitments and the remaining $141.5 million of the Pre-Amended U.S. Facility as U.S. tranche A revolving credit commitments, and (ii) $3.5 million of the $75.0 million Canadian revolving credit commitments in existence prior to the Amendment (“Pre-Amended Canadian Facility”) as Canadian tranche B revolving credit commitments and the remaining $71.5 million of the Pre-Amended Canadian Facility as Canadian tranche A revolving credit commitments. The U.S. and Canadian tranche B revolving facilities are “first-in, last-out,” which requires the entire principal amount available for borrowing under the U.S. and Canadian tranche B revolving facilities to be drawn in full before any loans may be drawn under the U.S. and Canadian tranche A revolving facilities, and are subject to separate borrowing base restrictions, which provide higher advance rates, for such facilities. The outstanding swingline loans and outstanding letters of credit under the pre-amended Revolving Credit Agreement have been continued under the U.S. and Canadian tranche A revolving facilities, as applicable, under the Revolving Credit Agreement, as amended. The U.S. and Canadian tranche B revolving facilities are available for borrowing from January 1 to September 30 of each year and must be repaid in full by October 1 of each year.

After giving effect to the Amendment, the aggregate revolving credit commitments under the Revolving Credit Agreement were not increased. However, the interest rate margins, which are determined by reference to the level of borrowing availability under the U.S. and Canadian tranche A revolving facilities were increased by 200 basis points for each loan under either the U.S. or Canadian tranche B revolving facilities.

In connection with the Amendment, the Company also amended its U.S. and Canadian security agreements, dated as of October 13, 2010, to reflect the reallocation of obligations in respect of the U.S. and Canadian tranche A revolving facilities and U.S. and Canadian tranche B revolving facilities and the “last-out” status of the U.S. and Canadian tranche B revolving facilities.

As of September 29, 2012, there was $90.1 million drawn under the Company’s ABL facilities and $89.4 million available for additional borrowings. The per annum interest rate applicable to borrowings under both the U.S. portion and the Canadian portion of the ABL facilities was 3.7% as of September 29, 2012. The Company had letters of credit outstanding of $9.1 million as of September 29, 2012 primarily securing deductibles of various insurance policies.

Note 5 – Retirement Plans

The Company sponsors defined benefit pension plans which cover hourly workers at its West Salem, Ohio plant, and hourly union employees at its Woodbridge, New Jersey plant, and a defined benefit retirement plan covering U.S. salaried employees, which was frozen in 1998 and subsequently replaced with a defined contribution plan (the “Domestic Plans”). The Company also sponsors a defined benefit pension plan covering the Canadian salaried employees and hourly union employees at its Lambeth, Ontario plant, a defined benefit pension plan for the hourly union employees at its Burlington, Ontario plant and a defined benefit pension plan for the hourly union employees at its Pointe Claire, Quebec plant (the “Foreign Plans”). Accrued pension liabilities are included in accrued and other long-term liabilities in the accompanying balance sheets. The actuarial

7

valuation measurement date for the defined benefit pension plans is December 31st.

Components of defined benefit pension plan costs are as follows (in thousands):

	Quarters Ended
	September 29, 2012						October 1, 2011
	Domestic Plans			Foreign Plans			Domestic Plans			Foreign Plans
Net periodic pension cost
Service cost	$	208		$	611		$	93		$	628
Interest cost	771			990			777			927
Expected return on assets	(792		)	(940		)	(853		)	(974		)
Amortization of unrecognized:
Prior service costs	—			5			—			—
Cumulative net (gain) loss	(1		)	12			—			—
Net periodic pension cost	$	186		$	678		$	17		$	581

	Nine Months Ended
	September 29, 2012						October 1, 2011
	Domestic Plans			Foreign Plans			Domestic Plans			Foreign Plans
Net periodic pension cost
Service cost	$	564		$	1,814		$	465		$	1,928
Interest cost	2,292			2,940			2,321			2,843
Expected return on assets	(2,418		)	(2,791		)	(2,543		)	(2,988		)
Amortization of unrecognized:
Prior service costs	—			16			—			—
Cumulative net loss	3			34			—			—
Net periodic pension cost	$	441		$	2,013		$	243		$	1,783

Although changes in market conditions, current pension law and uncertainties regarding significant assumptions used in the actuarial valuations may have a material impact on future required contributions to the Company’s pension plans, the Company currently does not expect funding requirements to have a material adverse impact on current or future liquidity.

The actuarial valuations require significant estimates and assumptions to be made by management, primarily the funding interest rate, discount rate and expected long-term return on plan assets. These assumptions are all susceptible to changes in market conditions. The funding interest rate and discount rate are based on representative bond yield curves maintained and monitored by independent third parties. In determining the expected long-term rate of return on plan assets, the Company considers historical market and portfolio rates of return, asset allocations and expectations of future rates of return.

Note 6 – Business Segments

The Company is in the single business of manufacturing and distributing exterior residential building products. The following table sets forth for the periods presented a summary of net sales by principal product offering (in thousands):

	Quarters Ended				Nine Months Ended
	September 29, 2012		October 1, 2011		September 29, 2012		October 1, 2011
Vinyl windows	$	95,844	$	97,814	$	261,201	$	266,654
Vinyl siding products	66,708		69,618		175,340		169,601
Metal products	51,691		53,684		133,923		137,154
Third-party manufactured products	87,714		107,512		223,794		230,283
Other products and services	23,077		20,573		58,121		52,704
	$	325,034	$	349,201	$	852,379	$	856,396

8

Note 7 – Product Warranty Costs and Service Returns

Consistent with industry practice, the Company provides to homeowners limited warranties on certain products, primarily related to window and siding product categories. Warranties are of varying lengths of time from the date of purchase up to and including lifetime. Warranties cover product failures such as seal failures for windows and fading and peeling for siding products, as well as manufacturing defects. The Company has various options for remedying product warranty claims including repair, refinishing or replacement and directly incurs the cost of these remedies. Warranties also become reduced under certain conditions of time and change in home ownership. Certain metal coating suppliers provide warranties on materials sold to the Company that mitigate the costs incurred by the Company. Reserves for future warranty costs are provided based on management’s estimates utilizing an actuarial calculation performed by an independent actuary which projects future remedy costs using historical data trends of claims incurred, claim payments, sales history of products to which such costs relate and other factors.

A reconciliation of the warranty reserve activity is as follows (in thousands):

	Quarters Ended						Nine Months Ended
	September 29, 2012			October 1, 2011			September 29, 2012			October 1, 2011
Balance at the beginning of the period	$	102,522		$	96,465		$	101,163		$	94,712
Provision for warranties issued and changes in estimates for pre-existing warranties	3,035			3,032			8,269			6,057
Claims paid	(2,297		)	(3,248		)	(6,225		)	(5,089		)
Foreign currency translation	499			(1,322		)	552			(753		)
Balance at the end of the period	$	103,759		$	94,927		$	103,759		$	94,927

Note 8 – Manufacturing Restructuring Costs

The following is a reconciliation of the manufacturing restructuring liability of the warehouse facility adjacent to the Ennis manufacturing plant related to discontinued use (in thousands):

	Quarters Ended						Nine Months Ended
	September 29, 2012			October 1, 2011			September 29, 2012			October 1, 2011
Balance at the beginning of the period	$	3,602		$	4,348		$	4,086		$	4,583
Additions	—			—			—			228
Accretion of related lease obligations	141			118			399			376
Payments	(250		)	(251		)	(992		)	(972		)
Balance at the end of the period	$	3,493		$	4,215		$	3,493		$	4,215

The remaining restructuring liability will continue to be paid over the lease term, which ends April 2020.

Note 9 – Executive Officers’ Separation and Hiring Costs

On February 20, 2012, David S. Nagle was appointed President, AMI Distribution. On February 24, 2012, Stephen E. Graham resigned from his position as Senior Vice President – Chief Financial Officer and Secretary of the Company. On February 27, 2012, the Company entered into an employment agreement with Paul Morrisroe, pursuant to which he agreed to serve as the Company’s Senior Vice President, Chief Financial Officer and Secretary. The Company’s Senior Vice President of Human Resources, John F. Haumesser, resigned his position effective April 19, 2012 and was succeeded by James T. Kenyon, who was named Senior Vice President and Chief Human Resources Officer on June 7, 2012.

The Company recorded $2.9 million for the nine months ended September 29, 2012 for separation and hiring costs, including payroll taxes, certain benefits and related professional fees. These separation and hiring costs have been recorded as a component of selling, general and administrative expenses. Mr. Graham’s and Mr. Haumesser's separation costs will be paid in accordance with their employment agreements. As of September 29, 2012, remaining separation costs payable to the Company’s former executives of $4.3 million are accrued, which will be paid at various dates through 2014.

On June 2, 2011, Thomas N. Chieffe resigned from his position as President and Chief Executive Officer and as a director of the Company, and Dana R. Snyder, a director of the Company, was appointed Interim Chief Executive Officer. On June 29, 2011, Warren J. Arthur resigned from his position as Senior Vice President of Operations of the Company. On August 1, 2011, Robert Gaydos was appointed Senior Vice President, Operations. On September 12, 2011, Jerry W. Burris was appointed President and Chief Executive Officer, and Mr. Snyder resigned from his position as Interim Chief Executive Officer.

9

The Company recorded $0.8 million and $6.3 million for separation costs, including payroll taxes, certain benefits and related professional fees as a component of selling, general and administrative expenses for the quarter and nine months ended October 1, 2011, respectively.

Note 10 – Commitments and Contingencies

The Company is involved from time to time in litigation arising in the ordinary course of its business, none of which, after giving effect to its existing insurance coverage, is expected to have a material adverse effect on its financial position, results of operations or liquidity. From time to time, the Company is also involved in proceedings and potential proceedings relating to environmental and product liability matters.

Product Liability Claims

On September 20, 2010, the Company and its subsidiary, Gentek Buildings Products, Inc. (“Gentek”), were named as defendants in an action filed in the United States District Court for the Northern District of Ohio, captioned Donald Eliason, et al. v. Gentek Building Products, Inc., et al (the “Eliason complaint”). The complaint was filed by a number of individual plaintiffs on behalf of themselves and a putative nationwide class of owners of steel and aluminum siding products manufactured by the Company and Gentek or their predecessors. The plaintiffs assert a breach of express and implied warranty, along with related causes of action, claiming that an unspecified defect in the siding causes paint to peel off the metal and that the Company and Gentek have failed adequately to honor their warranty obligations to repair, replace or refinish the defective siding. Plaintiffs seek unspecified actual and punitive damages, restitution of monies paid to the defendants and an injunction against the claimed unlawful practices, together with attorneys’ fees, costs and interest. Since such time that the Eliason complaint was filed, seven additional putative class actions have been filed.

On January 26, 2012, the Company filed a motion to coordinate or consolidate the actions as a multidistrict litigation. Plaintiffs in all cases agreed to a temporary stay while the Judicial Panel on Multidistrict Litigation considered the motion. On April 17, 2012, the Panel issued an order denying the Company's motion to consolidate on the basis that since all plaintiffs' have agreed to voluntarily dismiss their actions and re-file their cases in the Northern District of Ohio, there is no need to formally order the consolidation. On May 3, 2012, a complaint was filed in the Northern District of Ohio, consolidating the five actions that previously had been pending in other states (the “Patrick action”). On July 20, 2012, plaintiffs in the three actions already pending in the Northern District of Ohio filed a motion to consolidate those actions with the Patrick action, but specifically requesting that the first-filed action by plaintiff Eliason be permitted to proceed under a separate caption and on its own track. That same day, the Court issued an order requiring the parties to advise if any party objects to consolidation and requiring the parties to submit a joint consolidated pretrial schedule within ten days. Defendants filed a motion consenting to consolidation but requesting that all cases be consolidated under a single caption and proceed on a single track. On September 6, 2012, the Court issued an order granting defendants' request for consolidation of all cases under a single caption, proceeding on a single track. The Court also ordered plaintiffs to file their single consolidated amended complaint by September 19, 2012, which plaintiffs did.

The Court also conducted a case management conference on September 5, 2012. At that conference, the Court deferred setting most case deadlines to permit the parties to attempt to resolve the case by mediation. A non-binding mediation has been scheduled for November 13, 2012. If the case does not resolve by mediation at that time, the Court has ordered defendants to file any motion to dismiss the consolidated amended complaint by December 3, 2012. A further case management conference was held on October 22, 2012. At that conference, the Court determined that if the case goes forward after the mediation, discovery may commence on November 26, 2012 and plaintiffs must file their motion for class certification by August 7, 2013.

The Company believes the claims lack merit and intends to vigorously defend the cases. The Company cannot currently estimate the amount of liability that may be associated with these matters and whether a liability is probable and accordingly, has not recorded a liability for these lawsuits. In addition, the Company does not believe that it is currently possible to determine a reasonable estimate of the possible range of loss related to these matters.

Note 11 – Subsidiary Guarantors

The Company’s payment obligations under its 9.125% notes are fully and unconditionally guaranteed, jointly and severally, on a senior basis, by its domestic 100% owned subsidiaries, Gentek Holdings, LLC and Gentek Building Products, Inc. AMH New Finance, Inc. is a co-issuer of the 9.125% notes and is a domestic 100% owned subsidiary of the Company having no operations, revenues or cash flows for the periods presented.

Associated Materials Canada Limited, Gentek Canada Holdings Limited and Gentek Buildings Products Limited Partnership are Canadian companies and do not guarantee the Company’s 9.125% notes. In the opinion of management, separate financial statements of the respective Subsidiary Guarantors would not provide additional material information that would be useful in assessing the financial composition of the Subsidiary Guarantors.

10

ASSOCIATED MATERIALS, LLC AND SUBSIDIARIES

UNAUDITED CONDENSED CONSOLIDATING BALANCE SHEET

September 29, 2012

(In thousands)

	Company			Co-Issuer		Subsidiary Guarantors			Non-Guarantor Subsidiaries			Reclassification/ Eliminations			Consolidated
Assets
Current assets:
Cash and cash equivalents	$	8,735		$	—	$	—		$	924		$	—		$	9,659
Accounts receivable, net	108,343			—		14,511			36,728			—			159,582
Intercompany receivables	357,806			—		—			4,159			(361,965		)	—
Inventories	104,848			—		13,215			34,042			—			152,105
Income taxes receivable	1,451			—		—			823			(1,451		)	823
Deferred income taxes	6,174			—		1,840			—			—			8,014
Prepaid expenses	6,348			—		779			3,305			—			10,432
Total current assets	593,705			—		30,345			79,981			(363,416		)	340,615
Property, plant and equipment, net	69,368			—		2,088			40,616			—			112,072
Goodwill	300,642			—		24,650			159,470			—			484,762
Other intangible assets, net	404,645			—		45,218			158,476			—			608,339
Investment in subsidiaries	(43,464		)	—		(56,447		)	—			99,911			—
Intercompany receivable	—			730,000		—			—			(730,000		)	—
Other assets	20,463			—		119			2,353			—			22,935
Total assets	$	1,345,359		$	730,000	$	45,973		$	440,896		$	(993,505	)	$	1,568,723
Liabilities and Member’s Equity
Current liabilities:
Accounts payable	$	75,332		$	—	$	12,877		$	31,022		$	—		$	119,231
Intercompany payables	(26,324		)	—		25,870			362,419			(361,965		)	—
Accrued liabilities	77,511			—		7,057			11,709			—			96,277
Deferred income taxes	772			—		—			5,047			—			5,819
Income taxes payable	(308		)	—		4,365			(36		)	(1,451		)	2,570
Total current liabilities	126,983			—		50,169			410,161			(363,416		)	223,897
Deferred income taxes	81,394			—		13,204			37,098			—			131,696
Other liabilities	89,581			—		26,064			30,557			—			146,202
Long-term debt	800,599			730,000		—			19,527			(730,000		)	820,126
Member’s equity	246,802			—		(43,464		)	(56,447		)	99,911			246,802
Total liabilities and member’s equity	$	1,345,359		$	730,000	$	45,973		$	440,896		$	(993,505	)	$	1,568,723

11

ASSOCIATED MATERIALS, LLC AND SUBSIDIARIES

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

AND COMPREHENSIVE INCOME (LOSS)

For The Quarter Ended September 29, 2012

(In thousands)

	Company			Co-Issuer		Subsidiary Guarantors			Non-Guarantor Subsidiaries			Reclassification/ Eliminations			Consolidated
Net sales	$	241,436		$	—	$	47,830		$	84,424		$	(48,656	)	$	325,034
Cost of sales	181,626			—		44,944			65,516			(48,656		)	243,430
Gross profit	59,810			—		2,886			18,908			—			81,604
Selling, general and administrative expenses	46,961			—		1,603			10,887			—			59,451
Income from operations	12,849			—		1,283			8,021			—			22,153
Interest expense, net	18,538			—		—			547			—			19,085
Foreign currency gain	—			—		—			(17		)	—			(17		)
Income (loss) before income taxes	(5,689		)	—		1,283			7,491			—			3,085
Income tax expense (benefit)	462			—		(23		)	2,116			—			2,555
Income (loss) before equity loss from subsidiaries	(6,151		)	—		1,306			5,375			—			530
Equity gain (loss) from subsidiaries	6,681			—		5,375			—			(12,056		)	—
Net income (loss)	530			—		6,681			5,375			(12,056		)	530
Other comprehensive income (loss):
Pension and other postretirement benefit adjustments, net of tax	40			—		(1		)	12			(35		)	16
Foreign currency translation adjustments, net of tax	11,662			—		—			11,662			(11,662		)	11,662
Total comprehensive income (loss)	$	12,232		$	—	$	6,680		$	17,049		$	(23,753	)	$	12,208

ASSOCIATED MATERIALS, LLC AND SUBSIDIARIES

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

AND COMPREHENSIVE INCOME (LOSS)

For The Nine Months EndedSeptember 29, 2012

(In thousands)

	Company			Co-Issuer		Subsidiary Guarantors			Non-Guarantor Subsidiaries		Reclassification/ Eliminations			Consolidated
Net sales	$	636,915		$	—	$	133,563		$	218,919	$	(137,018	)	$	852,379
Cost of sales	485,784			—		126,420			173,789		(137,018		)	648,975
Gross profit	151,131			—		7,143			45,130		—			203,404
Selling, general and administrative expenses	141,729			—		4,782			31,952		—			178,463
Income from operations	9,402			—		2,361			13,178		—			24,941
Interest expense, net	55,315			—		—			1,382		—			56,697
Foreign currency loss	—			—		—			220		—			220
Income (loss) before income taxes	(45,913		)	—		2,361			11,576		—			(31,976		)
Income tax expense (benefit)	1,868			—		(59		)	3,182		—			4,991
Income (loss) before equity loss from subsidiaries	(47,781		)	—		2,420			8,394		—			(36,967		)
Equity gain (loss) from subsidiaries	10,814			—		8,394			—		(19,208		)	—
Net income (loss)	(36,967		)	—		10,814			8,394		(19,208		)	(36,967		)
Other comprehensive income (loss):
Pension and other postretirement benefit adjustments, net of tax	40			—		(1		)	36		(35		)	40
Foreign currency translation adjustments, net of tax	13,103			—		—			13,103		(13,103		)	13,103
Total comprehensive income (loss)	$	(23,824	)	$	—	$	10,813		$	21,533	$	(32,346	)	$	(23,824	)

12

ASSOCIATED MATERIALS, LLC AND SUBSIDIARIES

UNAUDITED CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS

For the Nine Months EndedSeptember 29, 2012

(In thousands)

	Company			Co-Issuer		Subsidiary Guarantors			Non-Guarantor Subsidiaries			Consolidated
Net cash (used in) provided by operating activities	$	(22,131	)	$	—	$	7,028		$	999		$	(14,104	)
Investing Activities
Capital expenditures	(2,956		)	—		(67		)	(697		)	(3,720		)
Proceeds from the sale of assets	87			—		1			—			88
Net cash used in investing activities	(2,869		)	—		(66		)	(697		)	(3,632		)
Financing Activities
Borrowings under ABL facilities	74,218			—		—			73,356			147,574
Payments under ABL facilities	(74,619		)	—		—			(56,734		)	(131,353		)
Intercompany transactions	26,410			—		(6,962		)	(19,448		)	—
Equity contribution from parent	80			—		—			—			80
Financing costs	(209		)	—		—			(16		)	(225		)
Net cash provided by (used in) financing activities	25,880			—		(6,962		)	(2,842		)	16,076
Effect of exchange rate changes on cash and cash equivalents	—			—		—			(55		)	(55		)
Net increase (decrease) in cash and cash equivalents	880			—		—			(2,595		)	(1,715		)
Cash and cash equivalents at beginning of period	7,855			—		—			3,519			11,374
Cash and cash equivalents at end of period	$	8,735		$	—	$	—		$	924		$	9,659

13

ASSOCIATED MATERIALS, LLC AND SUBSIDIARIES

UNAUDITED CONDENSED CONSOLIDATING BALANCE SHEET

December 31, 2011

(In thousands)

	Company			Co-Issuer		Subsidiary Guarantors			Non-Guarantor Subsidiaries			Reclassification/ Eliminations			Consolidated
Assets
Current assets:
Cash and cash equivalents	$	7,855		$	—	$	—		$	3,519		$	—		$	11,374
Accounts receivable, net	89,297			—		10,408			22,293			—			121,998
Intercompany receivables	384,210			—		—			4,058			(388,268		)	—
Inventories	83,257			—		6,473			25,923			—			115,653
Deferred income taxes	6,173			—		1,840			—			—			8,013
Prepaid expenses	7,599			—		942			3,112			—			11,653
Total current assets	578,391			—		19,663			58,905			(388,268		)	268,691
Property, plant and equipment, net	80,520			—		2,897			43,176			—			126,593
Goodwill	300,642			—		24,650			153,620			—			478,912
Other intangible assets, net	419,632			—		45,554			156,914			—			622,100
Investment in subsidiaries	(41,092		)	—		(78,082		)	—			119,174			—
Intercompany receivable	—			730,000		—			—			(730,000		)	—
Other assets	22,432			—		(1		)	2,441			—			24,872
Total assets	$	1,360,525		$	730,000	$	14,681		$	415,056		$	(999,094	)	$	1,521,168
Liabilities and Member’s Equity
Current liabilities:
Accounts payable	$	56,891		$	—	$	3,593		$	19,776		$	—		$	80,260
Intercompany payables	4,286			—		2,121			381,861			(388,268		)	—
Accrued liabilities	55,645			—		6,735			10,049			—			72,429
Deferred income taxes	—			—		—			4,967			—			4,967
Income taxes payable	(2,763		)	—		4,448			5,304			—			6,989
Total current liabilities	114,059			—		16,897			421,957			(388,268		)	164,645
Deferred income taxes	81,394			—		13,204			37,100			—			131,698
Other liabilities	93,608			—		25,672			31,081			—			150,361
Long-term debt	801,000			730,000		—			3,000			(730,000		)	804,000
Member’s equity	270,464			—		(41,092		)	(78,082		)	119,174			270,464
Total liabilities and member’s equity	$	1,360,525		$	730,000	$	14,681		$	415,056		$	(999,094	)	$	1,521,168

14

ASSOCIATED MATERIALS, LLC AND SUBSIDIARIES

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

AND COMPREHENSIVE INCOME (LOSS)

For The Quarter Ended October 1, 2011

(In thousands)

	Company			Co-Issuer		Subsidiary Guarantors			Non-Guarantor Subsidiaries			Reclassification/ Eliminations			Consolidated
Net sales	$	261,047		$	—	$	45,630		$	88,432		$	(45,908	)	$	349,201
Cost of sales	199,263			—		43,372			67,315			(45,908		)	264,042
Gross profit	61,784			—		2,258			21,117			—			85,159
Selling, general and administrative expenses	51,542			—		841			11,193			—			63,576
Impairment of other intangible assets	50,200			—		3,965			18,077			—			72,242
Income (loss) from operations	(39,958		)	—		(2,548		)	(8,153		)	—			(50,659		)
Interest expense, net	18,520			—		—			536			—			19,056
Foreign currency loss	—			—		—			371			—			371
Income (loss) before income taxes	(58,478		)	—		(2,548		)	(9,060		)	—			(70,086		)
Income tax (benefit) expense	(19,842		)	—		1,578			(3,804		)	—			(22,068		)
Income (loss) before equity loss from subsidiaries	(38,636		)	—		(4,126		)	(5,256		)	—			(48,018		)
Equity income (loss) from subsidiaries	(9,382		)	—		(5,256		)	—			14,638			—
Net income (loss)	(48,018		)	—		(9,382		)	(5,256		)	14,638			(48,018		)
Other comprehensive income (loss):
Foreign currency translation adjustments, net of tax	(34,199		)	—		—			(34,199		)	34,199			(34,199		)
Total comprehensive income (loss)	$	(82,217	)	$	—	$	(9,382	)	$	(39,455	)	$	48,837		$	(82,217	)

ASSOCIATED MATERIALS, LLC AND SUBSIDIARIES

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

AND COMPREHENSIVE INCOME (LOSS)

For The Nine Months EndedOctober 1, 2011

(In thousands)

	Company			Co-Issuer		Subsidiary Guarantors			Non-Guarantor Subsidiaries			Reclassification/ Eliminations			Consolidated
Net sales	$	631,543		$	—	$	124,107		$	223,382		$	(122,636	)	$	856,396
Cost of sales	484,113			—		119,381			169,960			(122,636		)	650,818
Gross profit	147,430			—		4,726			53,422			—			205,578
Selling, general and administrative expenses	151,623			—		2,741			33,752			—			188,116
Impairment of other intangible assets	50,200			—		3,965			18,077			—			72,242
Income (loss) from operations	(54,393		)	—		(1,980		)	1,593			—			(54,780		)
Interest expense, net	55,379			—		—			1,472			—			56,851
Foreign currency loss	—			—		—			465			—			465
Income (loss) before income taxes	(109,772		)	—		(1,980		)	(344		)	—			(112,096		)
Income tax (benefit) expense	(19,842		)	—		1,578			(1,503		)	—			(19,767		)
Income (loss) before equity loss from subsidiaries	(89,930		)	—		(3,558		)	1,159			—			(92,329		)
Equity income (loss) from subsidiaries	(2,399		)	—		1,159			—			1,240			—
Net income (loss)	(92,329		)	—		(2,399		)	1,159			1,240			(92,329		)
Other comprehensive income (loss):
Foreign currency translation adjustments, net of tax	(18,809		)	—		—			(18,809		)	18,809			(18,809		)
Total comprehensive income (loss)	$	(111,138	)	$	—	$	(2,399	)	$	(17,650	)	$	20,049		$	(111,138	)

15

ASSOCIATED MATERIALS, LLC AND SUBSIDIARIES

UNAUDITED CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS

Nine Months EndedOctober 1, 2011

(In thousands)

	Company			Co-Issuer		Subsidiary Guarantors			Non-Guarantor Subsidiaries			Consolidated
Net cash (used in) provided by operating activities	$	(37,296	)	$	—	$	(436	)	$	9,323		$	(28,409	)
Investing Activities
Supply center acquisition	(1,550		)	—		—			—			(1,550		)
Capital expenditures	(10,728		)	—		(26		)	(2,423		)	(13,177		)
Net cash used in investing activities	(12,278		)	—		(26		)	(2,423		)	(14,727		)
Financing Activities
Borrowings under ABL facilities	180,000			—		—			114,146			294,146
Payments under ABL facilities	(164,000		)	—		—			(92,146		)	(256,146		)
Intercompany transactions	36,514			—		462			(36,976		)	—
Financing costs	(398		)	—		—			—			(398		)
Net cash provided by (used in) financing activities	52,116			—		462			(14,976		)	37,602
Effect of exchange rate changes on cash and cash equivalents	—			—		—			198			198
Net increase (decrease) in cash and cash equivalents	2,542			—		—			(7,878		)	(5,336		)
Cash and cash equivalents at beginning of period	5,911			—		—			7,878			13,789
Cash and cash equivalents at end of period	$	8,453		$	—	$	—		$	—		$	8,453

16

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Overview

We are a leading, vertically integrated manufacturer and distributor of exterior residential building products in the United States and Canada. Our core products are vinyl windows, vinyl siding, aluminum trim coil and aluminum and steel siding and accessories. In addition, we distribute third-party manufactured products primarily through our company-operated supply centers. Vinyl windows, vinyl siding, metal products and third-party manufactured products comprised approximately 30%, 21%, 16% and 27%, respectively, of our net sales for the quarter ended September 29, 2012. For the nine months ended September 29, 2012, vinyl windows, vinyl siding, metal products and third-party manufactured products comprised approximately 31%, 21%, 16% and 26%, respectively, of our net sales. These products are generally marketed under our brand names, such as Alside^®, Revere^® and Gentek^®, and are ultimately sold on a wholesale basis to approximately 50,000 professional exterior contractors (who we refer to as our contractor customers) engaged in home remodeling and new home construction, primarily through our extensive dual-distribution network, consisting of 121 company-operated supply centers, through which we sell directly to our contractor customers, and our direct sales channel, through which we sell to approximately 275 independent distributors and dealers, who then sell to their customers. We estimate that, for the quarter and nine months ended September 29, 2012, approximately 70% of our net sales were generated in the residential repair and remodeling market and approximately 30% of our net sales were generated in the residential new construction market. Our supply centers provide “one-stop” shopping to our contractor customers by carrying the products, accessories and tools necessary to complete their projects. In addition, our supply centers augment the customer experience by offering product support and enhanced customer service from the point of sale to installation and warranty service. During the nine months ended September 29, 2012, approximately 74% of our net sales were generated through our network of company-operated supply centers.

Because our exterior residential building products are consumer durable goods, our sales are impacted by, among other factors, the availability of consumer credit, consumer interest rates, employment trends, changes in levels of consumer confidence and national and regional trends in the housing market. Our sales are also affected by changes in consumer preferences with respect to types of building products. Overall, we believe the long-term fundamentals for the building products industry remain strong, as homes continue to get older, household formation is expected to be strong, demand for energy efficiency products continues and vinyl remains an optimal material for exterior window and siding solutions, all of which we believe bodes well for the demand for our products in the future. In the event that our expectations regarding the outlook for the housing market result in a reduction in forecasted sales and operating income, and related growth rates, we may be required to record an impairment of certain of our assets, including goodwill and intangible assets. Moreover, a continued downturn in the housing market and the general economy may have other consequences to our business, including accounts receivable write-offs due to financial distress of customers and lower of cost or market reserves related to our inventories.

The principal raw materials used by us are vinyl resin, aluminum, steel, resin stabilizers and pigments, glass, window hardware and packaging materials, all of which have historically been subject to price changes. Raw material pricing on certain of our key commodities has fluctuated significantly over the past several years. Our freight costs may also fluctuate based on changes in gasoline and diesel fuel costs related to our trucking fleet. In response, we have announced price increases over the past several years on certain of our product offerings to offset inflation in raw material pricing and freight costs and continually monitor market conditions for price changes as warranted. Our ability to maintain gross margin levels on our products during periods of rising raw material and freight costs depends on our ability to obtain selling price increases. Furthermore, the results of operations for individual quarters can and have been negatively impacted by a delay between the timing of raw material and freight cost increases and price increases on our products. There can be no assurance that we will be able to maintain the selling price increases already implemented or achieve any future price increases.

We operate with significant operating and financial leverage. Significant portions of our manufacturing, selling, general and administrative expenses are fixed costs that neither increase nor decrease proportionately with sales. In addition, a significant portion of our interest expense is fixed. There can be no assurance that we will be able to reduce our fixed costs in response to a decline in our net sales. As a result, a decline in our net sales could result in a higher percentage decline in our income from operations. Also, our gross margins and gross margin percentages may not be comparable to other companies, as some companies include all of the costs of their distribution network in cost of sales, whereas we include the operating costs of our supply centers in selling, general and administrative expenses.

Because most of our building products are intended for exterior use, sales tend to be lower during periods of inclement weather. Weather conditions in the first quarter of each calendar year usually result in that quarter producing significantly less net sales and net cash flows from operations than in any other period of the year. Consequently, we have historically had small profits or losses in the first quarter and reduced profits from operations in the fourth quarter of each calendar year. To meet seasonal cash flow needs during the periods of reduced sales and net cash flows from operations, we have typically utilized our

17

revolving credit facilities and repay such borrowings in periods of higher cash flow. We typically generate the majority of our cash flow in the third and fourth quarters.

We seek to distinguish ourselves from other suppliers of residential building products and to sustain our profitability through a business strategy focused on increasing sales at existing supply centers, selectively expanding our supply center network, increasing sales through independent specialty distributor customers, developing innovative new products, expanding sales of third-party manufactured products through our supply center network and driving operational excellence by reducing costs and increasing customer service levels. We continually analyze new and existing markets for the selection of new supply center locations.

On October 13, 2010, through a series of mergers (the “Merger”), we became a 100% owned subsidiary of AMH Intermediate Holdings Corp. (“Holdings”). Holdings is a wholly owned subsidiary of AMH Investment Holdings Corp. (“Parent”), which is controlled by investment funds affiliated with Hellman & Friedman LLC (“H&F”). Holdings and Parent do not have material assets or operations other than their direct and indirect ownership, respectively, of the membership interest of Associated Materials, LLC.

Results of Operations

The following table sets forth for the periods indicated our results of operations (in thousands):

	Quarters Ended						Nine Months Ended
	September 29, 2012			October 1, 2011			September 29, 2012			October 1, 2011
Net sales	$	325,034		$	349,201		$	852,379		$	856,396
Cost of sales	243,430			264,042			648,975			650,818
Gross profit	81,604			85,159			203,404			205,578
Selling, general and administrative expenses	59,451			63,576			178,463			188,116
Impairment of other intangible assets	—			72,242			—			72,242
Income (loss) from operations	22,153			(50,659		)	24,941			(54,780		)
Interest expense, net	19,085			19,056			56,697			56,851
Foreign currency (gain) loss	(17		)	371			220			465
Income (loss) before income taxes	3,085			(70,086		)	(31,976		)	(112,096		)
Income tax expense (benefit)	2,555			(22,068		)	4,991			(19,767		)
Net income (loss)	$	530		$	(48,018	)	$	(36,967	)	$	(92,329	)
Other Data:
EBITDA (1)	$	35,368		$	(38,124	)	$	64,123		$	(16,882	)
Adjusted EBITDA (1)	36,075			36,226			69,334			67,816

(1) EBITDA is calculated as net income plus interest, taxes, depreciation and amortization. Adjusted EBITDA is defined as EBITDA adjusted to reflect certain adjustments that are used in calculating covenant compliance under our Revolving Credit Agreement (as defined below) and the indenture governing the 9.125% notes. We consider EBITDA and Adjusted EBITDA to be important indicators of our operational strength and performance of our business. We have included Adjusted EBITDA because it is a key financial measure used by our management to (i) assess our ability to service our debt or incur debt and meet our capital expenditure requirements; (ii) internally measure our operating performance; and (iii) determine our incentive compensation programs. In addition, our ABL facilities and the indenture governing the 9.125% notes have certain covenants that apply ratios utilizing this measure of Adjusted EBITDA. Adjusted EBITDA, as presented in this section, does not correspond to the definition of “Consolidated EBITDA” used in the Revolving Credit Agreement and the indenture governing the 9.125% notes as the calculation presented in this section does not include run rate cost savings for quarterly reporting purposes, which are allowed under the Revolving Credit Agreement (see footnote (j) below for additional discussion). EBITDA and Adjusted EBITDA have not been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”). Adjusted EBITDA as presented by us may not be comparable to similarly titled measures reported by other companies. EBITDA and Adjusted EBITDA are not measures determined in accordance with GAAP and should not be considered as an alternative to, or more meaningful than, net income (as determined in accordance with GAAP) as a measure of our operating results or net cash provided by operating activities (as determined in accordance with GAAP) as a measure of our liquidity.

18

The reconciliation of our net income (loss) to EBITDA and Adjusted EBITDA is as follows (in thousands):

	Quarters Ended						Nine Months Ended
	September 29, 2012			October 1, 2011			September 29, 2012			October 1, 2011
Net income (loss)	$	530		$	(48,018	)	$	(36,967	)	$	(92,329	)
Interest expense, net	19,085			19,056			56,697			56,851
Income tax expense (benefit)	2,555			(22,068		)	4,991			(19,767		)
Depreciation and amortization	13,198			12,906			39,402			38,363
EBITDA	35,368			(38,124		)	64,123			(16,882		)
Impairment of other intangible assets (a)	—			72,242			—			72,242
Merger costs (b)	—			—			—			585
Purchase accounting related adjustments (c)	(952		)	(968		)	(2,889		)	(2,822		)
Executive officer separation and hiring costs (d)	46			807			2,921			6,274
Restructuring charges (e)	—			—			—			228
(Gain) loss on disposal or write-offs of assets	(43		)	22			(17		)	195
Bank audit fees	52			80			94			80
Stock compensation expense (f)	31			703			82			817
Other normalizing and unusual items (g)	684			1,126			2,221			5,113
Non-cash expense adjustments (h)	906			(33		)	2,579			1,521
Foreign currency loss (gain) (i)	(17		)	371			220			465
Run rate cost savings (j)	—			—			—			—
Adjusted EBITDA	$	36,075		$	36,226		$	69,334		$	67,816

(a) During the third quarter of 2011, due to the weaker economic conditions and lower projections for operating results, we believed that potential indicators for impairment existed for non-amortized trade names. We completed an interim test for potential impairment with the assistance of an independent valuation firm and determined that fair value of certain non-amortized trade names, as derived under the income approach, was lower than the carrying value. Therefore, we recorded an impairment charge of $72.2 million during the third quarter of 2011 associated with these non-amortized trade names.

(b) Represents professional fees incurred in connection with the Merger.

(c) Represents the elimination of the impact of adjustments related to purchase accounting recorded as a result of the Merger, which include the following (in thousands):

	Quarters Ended						Nine Months Ended
	September 29, 2012			October 1, 2011			September 29, 2012			October 1, 2011
Pension expense adjustment (i)	$	(673	)	$	(671	)	$	(2,015	)	$	(2,027	)
Amortization related to fair value adjustment of leased facilities (ii)	(110		)	(114		)	(338		)	(342		)
Amortization related to warranty liabilities (iii)	(169		)	(183		)	(536		)	(553		)
Inventory adjustment related to supply center acquisition (iv)	—			—			—			100
Total	$	(952	)	$	(968	)	$	(2,889	)	$	(2,822	)

(i) Represents the elimination of the impact of reduced pension expense as a result of purchase accounting adjustments associated with the Merger.

(ii) Represents the elimination of the impact of amortization related to net liabilities recorded in purchase accounting for the fair value of our leased facilities as a result of the Merger.

(iii) Represents the elimination of the impact of amortization related to net liabilities recorded in purchase accounting for the fair value of warranty liabilities as a result of the Merger.

(iv) Represents the adjustment to inventory that was acquired as part of the supply center acquisition completed during the second quarter of 2011.

(d) Represents (i) separation and hiring costs incurred in 2012, including payroll taxes and certain benefits and professional fees related to the resignation of Mr. Graham, our former Senior Vice President – Chief Financial Officer and Secretary in February 2012, the resignation of Mr. Haumesser, our former Senior Vice President of Human Resources in April 2012, the hiring of Mr. Morrisroe, our Senior Vice President, Chief Financial Officer and Secretary in February 2012, the hiring of Mr. Nagle, our President, AMI Distribution in February 2012 and the hiring of Mr.

19

Kenyon, our Senior Vice President and Chief Human Resources Officer in June 2012 and (ii) separation and hiring costs, including payroll taxes and certain benefits, and professional fees, incurred in 2011 related to the terminations of Mr. Chieffe, our former President and Chief Executive Officer, and Mr. Arthur, our former Senior Vice President of Operations, in June 2011, the hiring of Mr. Gaydos, our Senior Vice President of Operations in August 2011 and the hiring of Mr. Burris, our President and Chief Executive Officer in September 2011.

(e) During the second quarter of 2011, we recognized a charge of approximately $0.2 million within selling, general and administrative expenses reported in the condensed consolidated statements of operations. The charge was a result of re-measuring the restructuring liability related to the discontinued use of the warehouse facility adjacent to our Ennis manufacturing plant due to changes in the expected timing and amount of cash flows over the remaining lease term.

(f) Represents stock compensation related to restricted share units issued.

(g) Represents the following (in thousands):

	Quarters Ended				Nine Months Ended
	September 29, 2012		October 1, 2011		September 29, 2012		October 1, 2011
Professional fees (i)	$	299	$	666	$	1,011	$	3,127
Accretion on lease liability (ii)	141		118		399		341
Excess severance costs (iii)	48		325		170		590
Operating lease termination penalty (iv)	—		—		—		773
Excess legal expense (v)	196		17		641		282
Total	$	684	$	1,126	$	2,221	$	5,113

(i) Represents management’s estimate of unusual or non-recurring charges which includes fees associated with cost savings initiatives.

(ii) Represents accretion on the liability recorded at present value for future lease costs in connection with our warehouse facility adjacent to the Ennis manufacturing plant, which we discontinued using during 2009.

(iii) Represents management’s estimates for excess severance expense primarily due to unusual changes within non-executive management.

(iv) Represents the excess of cash paid over the estimated fair values of purchased equipment previously leased.

(v) Represents management’s estimate of excess legal expense incurred in connection with the defense of certain warranty-related claims as disclosed in Note 10 – Commitments and Contingencies.

(h) Represents non-cash expense related to warranty expense in excess of payments for the quarters and nine months ended September 29, 2012 and October 1, 2011. The impact of the warranty expenses for the quarter and nine months ended October 1, 2011 was not previously reflected in our Adjusted EBITDA as reported in our Quarterly Report on Form 10-Q for the quarter ended October 1, 2011. This change was made to be consistent with the calculation of the annual amount of Adjusted EBITDA for the year ended December 31, 2011.

(i) Represents currency transaction/translation losses, including on currency exchange hedging agreements.

(j) Our estimate of run-rate cost savings related to actions taken or to be taken related to operational changes identified as of September 29, 2012 was approximately $14 million. Run-rate cost savings include actions relating to operational and engineering improvements, procurement savings and reductions in selling, general and administrative expenses. Our Revolving Credit Agreement and the indenture governing the 9.125% notes permit us to include run-rate cost savings in our calculation of Adjusted EBITDA in an amount, taken together with the amount of certain restructuring costs, up to 10% of Consolidated EBITDA (as defined in such debt instruments). As such, for the four consecutive fiscal quarters ended September 29, 2012 only $9.9 million of the approximately $14 million of cost savings identified has been included in the Adjusted EBITDA run-rate for purposes of calculating our debt covenants. As the 10% threshold is calculated using Consolidated EBITDA for the four consecutive fiscal quarter covenant test period, we are not presenting any run rate cost savings when calculating Adjusted EBITDA for the quarters and nine months ended September 29, 2012 and October 1, 2011.

20

The following table sets forth for the periods presented a summary of net sales by principal product offering (in thousands):

	Quarters Ended				Nine Months Ended
	September 29, 2012		October 1, 2011		September 29, 2012		October 1, 2011
Vinyl windows	$	95,844	$	97,814	$	261,201	$	266,654
Vinyl siding products	66,708		69,618		175,340		169,601
Metal products	51,691		53,684		133,923		137,154
Third-party manufactured products	87,714		107,512		223,794		230,283
Other products and services	23,077		20,573		58,121		52,704
	$	325,034	$	349,201	$	852,379	$	856,396

Quarter Ended September 29, 2012 Compared to Quarter Ended October 1, 2011

Net sales decreased $24.2 million, or 6.9%, to $325.0 million for the third quarter of 2012 compared to $349.2 million for the same period in 2011. The decrease was mainly due to a $19.8 million, or 18.4% decline in sales of third-party manufactured products, primarily within our roofing business, compared to the prior year. Third-party manufactured product sales in the prior year quarter were favorably impacted by increased storm related activity in 2011. In addition, our focus on driving profitable growth in the current period also contributed to lower sales of third-party manufactured products. Vinyl siding and vinyl windows decreased $2.9 million and $2.0 million, respectively, compared to last year's third quarter due to volume decreases of approximately 4% and 3%, respectively. The impact of the stronger Canadian dollar in 2012 increased net sales by $0.9 million for the quarter ended September 29, 2012.

Gross profit in the third quarter of 2012 was $81.6 million, or 25.1% of net sales, compared to gross profit of $85.2 million, or 24.4% of net sales, for the same period in 2011. The decrease in gross profit was primarily the result of lower sales volumes in vinyl siding, vinyl windows and third-party manufactured products. The increase in gross profit as a percentage of sales was due to a shift in sales to our more profitable integrated business as compared to the third-party manufactured products partially offset by a shift in product mix within the window products. Gross profit margins also benefited from lower costs for certain raw materials compared to the prior year.

Selling, general and administrative expenses were $59.5 million, or 18.3% of net sales, for the third quarter of 2012 versus $63.6 million, or 18.2% of net sales, for the same period in 2011. The decrease of $4.1 million in selling, general and administrative expenses was due to a $1.1 million decrease in compensation, related taxes and benefits primarily due to lower supply center headcount compared to the prior year, a decrease in bad debt expense of $0.9 million, a $0.8 million decrease in executive officer separation and hiring costs, decreased sales commissions of $0.7 million and a decrease in stock compensation expense of $0.7 million.

We recorded an impairment charge of $72.2 million during the third quarter of 2011 associated with our non-amortized trade names. During the third quarter of 2011, due to the weaker economic conditions and lower projections for results of operations, management lowered its forecast used for its discounted cash flow analysis. In addition, Parent granted stock options in September 2011 to its newly appointed President and Chief Executive Officer at an exercise price of $5 per share based on a determination of fair market value by the board of directors of Parent, and also modified certain other outstanding options to an exercise price of $5 per share. As a result of the lower management projections for operating results and the calculated lower per share equity value, we believed potential indicators of impairment existed for the non-amortized trade names and completed an interim test of the fair value with the assistance of an independent valuation firm. Accordingly, we determined that the fair value determined by the income approach of certain non-amortized trade names was lower than the carrying value and recorded an impairment charge of $72.2 million during the third quarter of 2011 associated with our non-amortized trade names.

Income from operations was $22.2 million the quarter ended September 29, 2012 compared to a loss from operations of $50.7 million for the quarter ended October 1, 2011.

Interest expense was $19.1 million for the quarters ended September 29, 2012 and October 1, 2011. Interest expense for the quarters ended September 29, 2012 and October 1, 2011 both relate to interest on the 9.125% notes and borrowings under our ABL facilities.

The income tax expense for the third quarter of 2012 reflected an effective income tax rate of 82.8%, whereas the income tax benefit for the same period in 2011 reflected an effective income tax rate of (31.5)%. The higher than statutory income tax rate in the current year quarter was primarily a result of the U.S. taxation of income from foreign operations and losses in the U.S. operations for which no tax benefit was recognized. Income tax benefit in the prior year quarter was primarily due to the impairment of $72.2 million for indefinite-lived intangible assets and the reversal of related deferred tax liabilities in the third

21

quarter of 2011. Losses of the U.S. operations in both periods, where there was full valuation allowance against our U.S. net deferred tax asset, did not result in a tax benefit.

Net income for the quarter ended September 29, 2012 was $0.5 million compared to a net loss of $48.0 million for the same period in 2011.

Nine Months EndedSeptember 29, 2012 Compared to Nine Months EndedOctober 1, 2011

Net sales decreased $4.0 million, or 0.5%, to $852.4 million for the nine months ended September 29, 2012 compared to $856.4 million for the same period in 2011. The decrease in sales was due to a decrease in third-party manufactured product sales of $6.5 million, or 2.8%. In addition, vinyl windows sales decreased by $5.5 million compared to the same period in the prior year as a result of a decline in unit volumes of approximately 3%. These decreases were partially offset by a $5.7 million increase in vinyl siding sales as unit volume increased by approximately 2% compared to the same period in 2011. Net sales were negatively impacted by $3.4 million due to the weaker Canadian dollar in 2012.

Gross profit for the nine months ended September 29, 2012 was $203.4 million, or 23.9% of net sales, compared to gross profit of $205.6 million, or 24.0% of net sales, for the same period in 2011. The decrease in gross profit was primarily the result of lower sales volumes in vinyl windows and third-party manufactured products, partially offset by an increase in sales volume associated with vinyl siding. Gross profit as a percentage of sales was relatively flat compared to the prior year due to increased sales of higher margin products and services and lower material costs associated with certain products offset by a shift in product mix to the lower margin window products.

Selling, general and administrative expenses were $178.5 million, or 20.9% of net sales, for the nine months ended September 29, 2012 versus $188.1 million, or 22.0% of net sales, for the same period in 2011. The decrease of $9.6 million in selling, general and administrative expenses was primarily due to a $3.4 million decrease in executive officer separation and hiring costs, a $2.1 million decrease in certain professional fees, which includes professional services associated with cost savings initiatives, a decrease in bad debt expense of $1.4 million and a $1.1 million decrease in sales incentives and marketing expenses. These decreases were partially offset by higher delivery expense reflecting increased fuel costs and supply center and roofing distribution expansion costs. In addition, selling, general and administrative expenses for the nine months ended October 1, 2011 included an $0.8 million lease termination penalty and $0.6 million in costs related to the Merger completed on October 13, 2010.

As discussed previously, we recorded an impairment charge of $72.2 million during the third quarter of 2011 associated with our non-amortized trade names.

Income from operations was $24.9 million for the nine months ended September 29, 2012 compared to a loss from operations of $54.8 million for the same period in 2011.

Interest expense was $56.7 million and $56.9 million for the nine months ended September 29, 2012 and October 1, 2011, respectively. Interest expense for the nine months ended September 29, 2012 and October 1, 2011 both relate to interest on the 9.125% notes and borrowings under our ABL facilities.

The income tax expense for the nine months ended September 29, 2012 reflects an effective income tax rate of 15.6%, whereas the income tax benefit for the same period in 2011 reflected an effective income tax rate of (17.6)%. The income tax expense in 2012 was primarily a result of the U.S. taxation of income from foreign operations and losses in the U.S. operations for which no tax benefit was recognized. Income tax benefit in 2011 was primarily due to the impairment of $72.2 million for indefinite-lived intangible assets and the reversal of related deferred tax liabilities in the prior year. Losses of the U.S. operations in both periods, where there was full valuation allowance against our U.S. net deferred tax asset, did not result in a tax benefit.

Net loss for the nine months ended September 29, 2012 was $37.0 million compared to a net loss of $92.3 million for the same period in 2011.

Recent Accounting Pronouncements

In July 2012, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update ("ASU") No. 2012-02, Intangibles - Goodwill and Other (Topic 350): Testing Indefinite-Lived Intangible Assets for Impairment (“ASU 2012-02”). ASU 2012-02 permits an entity first to assess qualitative factors to determine whether it is more likely than not that an indefinite-lived intangible asset is impaired. If an entity determines that it is not more likely than not that the asset is impaired, the entity will have the option not to calculate annually the fair value of an indefinite-lived intangible asset. The more-likely-than-not threshold is defined as having a likelihood of more than 50 percent. ASC 2012-02 is effective for annual and interim impairment tests performed for fiscal years beginning after September 15, 2012, with early adoption permitted. We do not believe that the adoption of the provisions of ASU 2012-02 will have an impact on our consolidated financial position, results of operations or cash flows.

22

In September 2011, the FASB issued ASU No. 2011-08, Intangibles — Goodwill and Other (Topic 350): Testing Goodwill for Impairment (“ASU 2011-08”). ASU 2011-08 provides the option to first assess qualitative factors to determine whether the existence of events or circumstance leads to the determination that it is more likely than not that the fair value of a reporting unit is less than its carrying amount. If the entity determines it is not more likely than not that the fair value is less than the carrying amount, then performing the two-step impairment test is unnecessary. However, if the entity concludes otherwise, it is required to perform the first step of the two-step impairment test. The amendments are effective for annual and interim goodwill impairment tests performed for fiscal years beginning after December 15, 2011, with early adoption permitted. Adoption of the provisions of ASU 2011-08 on January 1, 2012 did not have an impact on our consolidated financial position, results of operations or cash flows.

In June 2011, the FASB issued ASU No. 2011-05, Presentation of Comprehensive Income (“ASU 2011-05”). ASU 2011-05 eliminates the option to report other comprehensive income and its components in the statement of changes in stockholders’ equity and requires an entity to present the total of comprehensive income, the components of net income and the components of other comprehensive income either in a single continuous statement or in two separate but consecutive statements. In December 2011, the FASB issued ASU No. 2011-12, Comprehensive Income — Deferral of the Effective Date for Amendments to the Presentation of Reclassifications of Items Out of Accumulated Other Comprehensive Income in ASU 2011-05 (“ASU 2011-12”), to defer the effective date of the specific requirement to present items that are reclassified out of accumulated other comprehensive income to net income alongside their respective components of net income and other comprehensive income. All other provisions of this pronouncement, which are to be applied retrospectively, are effective for fiscal years, and interim periods within those years, beginning after December 15, 2011. ASU 2011-05 and ASU 2011-12 concern presentation and disclosure only. Adoption of ASU 2011-05 and ASU 2011-12 on January 1, 2012 did not have an impact on our consolidated financial position, results of operations or cash flows.

Liquidity and Capital Resources

Cash Flows

The following sets forth a summary of our cash flows for the nine months ended September 29, 2012 and October 1, 2011 (in thousands):

	Nine Months Ended
	September 29, 2012			October 1, 2011
Net cash used in operating activities	$	(14,104	)	$	(28,409	)
Net cash used in investing activities	(3,632		)	(14,727		)
Net cash provided by financing activities	16,076			37,602

Cash Flows from Operating Activities

Net cash used in operating activities was $14.1 million for the nine months ended September 29, 2012, compared to $28.4 million for the same period in 2011, which was a $14.3 million decrease in the use of cash from the comparable prior year period. Accounts receivable was a use of cash of $38.1 million and $52.0 million for the nine months ended September 29, 2012 and October 1, 2011, respectively, resulting in a net increase in cash flows of $13.9 million reflecting lower sales in the third quarter of 2012 compared to the same period in the prior year and successful efforts to improve collections. Inventory was a use of cash of $35.3 million and $26.8 million during the nine months ended September 29, 2012 and October 1, 2011, respectively. The higher usage of cash in the current year was primarily due to capital optimization initiatives during the fourth quarter of 2011 which led to lower inventory balance at the beginning of 2012 compared to 2011. Our continued focus on capital optimization initiatives also resulted in a lower inventory balance as of September 29, 2012 compared to October 1, 2011. Accounts payable and accrued liabilities were a source of cash of $61.6 million and $50.8 million for the nine months ended September 29, 2012 and October 1, 2011, respectively, resulting in a net increase in cash flows of $10.8 million as we effectively worked with our supply base to drive efficiencies and improve timing of inventory receipts and our payable process. Cash flows used in operating activities for the nine months ended September 29, 2012 include income tax payments of $11.1 million compared to $4.1 million of income tax payments for the same period in 2011.

Cash Flows from Investing Activities

Net cash used in investing activities during the nine months ended September 29, 2012 of $3.7 million consisted of capital expenditures primarily related to various investments at our manufacturing facilities. During the nine months ended October 1, 2011, net cash used in investing activities consisted of capital expenditures of $13.2 million and a supply center acquisition of $1.6 million. Capital expenditures in 2011 were primarily at our supply centers to accommodate expansion of our

23

roofing business, continued operations, relocations, opening preparations, the purchase of previously leased equipment and various enhancements at our manufacturing facilities.

Cash Flows from Financing Activities

Net cash provided by financing activities for the nine months ended September 29, 2012 included borrowings of $147.6 million under our ABL facilities offset by repayments of $131.4 million and payments of financing costs of $0.2 million. Net cash provided by financing activities for the nine months ended October 1, 2011 included borrowings of $294.1 million under our ABL facilities offset by repayments of $256.1 million and payments of financing costs of less than $0.4 million.

Description of Our Indebtedness

9.125% Senior Secured Notes due 2017

In October 2010, Associated Materials, LLC and AMH New Finance, Inc. (collectively, the “Issuers”) issued and sold $730.0 million of the 9.125% notes. The notes bear interest at a rate of 9.125% per annum and are unconditionally guaranteed, jointly and severally, by each of the Issuers’ direct and indirect domestic subsidiaries that guarantees our obligations under the ABL facilities. Interest payments are remitted on a semi-annual basis with the next payment due on November 1, 2012.

We completed the exchange of all outstanding privately placed 9.125% notes for newly registered notes in July 2011. These notes have an estimated fair value, classified as Level 1, of $715.4 million and $636.9 million based on quoted market prices as of September 29, 2012 and December 31, 2011, respectively.

ABL Facilities

In October 2010, Associated Materials, LLC entered into the ABL facilities in the amount of $225.0 million (comprised of a $150.0 million U.S. facility and a $75.0 million Canadian facility) pursuant to a revolving credit agreement maturing in 2015 (the “Revolving Credit Agreement”). All obligations under the U.S. facility are guaranteed by each existing and subsequently acquired direct and indirect wholly-owned material U.S. restricted subsidiary of our Company and the direct parent of our Company, other than certain excluded subsidiaries. All obligations under the Canadian facility are guaranteed by each existing and subsequently acquired direct and indirect wholly-owned material Canadian restricted subsidiary of our Company, other than certain excluded subsidiaries. The revolving credit loans under the Revolving Credit Agreement bear interest at the rate of (1) the London Interbank Offered Rate ("LIBOR") (for eurodollar loans under the U.S. facility) or the Canadian Dealer Offered Rate (for loans under the Canadian facility), plus an applicable margin of 2.75% as of September 29, 2012, (2) the alternate base rate (which is the highest of a prime rate, the Federal Funds Effective Rate plus 0.50% and a one-month LIBOR rate plus 1.0% per annum), plus an applicable margin of 1.75% as of September 29, 2012, or (3) the alternate Canadian base rate (which is the higher of a Canadian prime rate and the 30-day CDOR Rate plus 1.0%), plus an applicable margin of 1.75% as of September 29, 2012. In addition to paying interest on outstanding principal under the ABL facilities, we are required to pay a commitment fee, payable quarterly in arrears, of 0.50% if the average daily undrawn portion of the ABL facilities is greater than 50% as of the most recent fiscal quarter or 0.375% if the average daily undrawn portion of the ABL facilities is less than or equal to 50% as of the most recent fiscal quarter.

As of September 29, 2012, there was $90.1 million drawn under our ABL facilities and $89.4 million available for additional borrowings. The per annum interest rate applicable to borrowings under both the U.S. portion and the Canadian portion of the ABL facilities was 3.7% as of September 29, 2012. The Company had letters of credit outstanding of $9.1 million as of September 29, 2012 primarily securing deductibles of various insurance policies.

On April 26, 2012, our Company, Holdings, certain direct or indirect 100% owned U.S. and Canadian restricted subsidiaries of our Company designated as a borrower or guarantor under the Revolving Credit Agreement, certain of the lenders party to the Revolving Credit Agreement, UBS AG, Stamford Branch and UBS AG Canada Branch, as administrative and collateral agents, and Wells Fargo Capital Finance, LLC, as co-collateral agent, entered into Amendment No. 1 (the “Amendment”) to the Revolving Credit Agreement, which, among other things, reallocates (i) $8.5 million of the $150.0 million U.S. revolving credit commitments in existence prior to the Amendment (“Pre-Amended U.S. Facility”) as U.S. tranche B revolving credit commitments and the remaining $141.5 million of the Pre-Amended U.S. Facility as U.S. tranche A revolving credit commitments, and (ii) $3.5 million of the $75.0 million Canadian revolving credit commitments in existence prior to the Amendment (“Pre-Amended Canadian Facility”) as Canadian tranche B revolving credit commitments and the remaining $71.5 million of the Pre-Amended Canadian Facility as Canadian tranche A revolving credit commitments. The U.S. and Canadian tranche B revolving facilities are “first-in, last-out”, which requires the entire principal amount available for borrowing under the U.S. and Canadian tranche B revolving facilities to be drawn in full before any loans may be drawn under the U.S. and Canadian tranche A revolving facilities, and are subject to separate borrowing base restrictions, which provide higher advance rates, for such facilities. The outstanding swingline loans and outstanding letters of credit under the pre-amended Revolving Credit Agreement have been continued under the U.S. and Canadian tranche A revolving facilities, as applicable, under the Revolving Credit Agreement, as amended. The U.S. and Canadian tranche B revolving facilities are

24

available for borrowing from January 1 to September 30 of each year and must be repaid in full by October 1 of each year.

After giving effect to the Amendment, the aggregate revolving credit commitments under the Revolving Credit Agreement were not increased. However, the interest rate margins, which are determined by reference to the level of borrowing availability under the U.S. and Canadian tranche A revolving facilities, were increased by 200 basis points for each loan under either the U.S. or Canadian tranche B revolving facilities.

In connection with the Amendment, we also amended our U.S. and Canadian security agreements, dated as of October 13, 2010, to reflect the reallocation of obligations in respect of the U.S. and Canadian tranche A revolving facilities and U.S. and Canadian tranche B revolving facilities and the “last-out” status of the U.S. and Canadian tranche B revolving facilities.

Covenant Compliance

There are no financial maintenance covenants included in the Revolving Credit Agreement and the Indenture, other than a Consolidated EBITDA (as defined in such debt instruments) to consolidated fixed charges ratio (the “fixed charge coverage ratio”) of at least 1.00 to 1.00 under the Revolving Credit Agreement, which is triggered as of the end of the most recently ended four consecutive fiscal quarter period for which financial statements have been delivered prior to such date of determination, only when excess availability is less than, for a period of five consecutive business days, the greater of $20.0 million and 12.5% of the sum of (i) the lesser of (x) the aggregate commitments under the U.S. facility at such time and (y) the then applicable U.S. borrowing base and (ii) the lesser of (x) the aggregate commitments under the Canadian facility at such time and (y) the then applicable Canadian borrowing base, and which applies until the 30th consecutive day that excess availability exceeds such threshold. The fixed charge coverage ratio was 1.12:1.00 for the four consecutive fiscal quarter test period ended September 29, 2012. Our Revolving Credit Agreement and the indenture governing the 9.125% notes permit us to include run-rate cost savings in our calculation of Adjusted EBITDA in an amount, taken together with the amount of certain restructuring costs, up to 10% of Consolidated EBITDA for the relevant test period.

As of November 9, 2012, we have not triggered such fixed charge coverage ratio covenant for 2012, and we currently do not expect to be required to test such covenant for fiscal year 2012, although we would be in compliance with such covenant if it were required to be tested. Should the current economic conditions or other factors described herein cause our results of operations to deteriorate beyond our expectations, we may trigger such covenant and, if so triggered, may not be able to satisfy such covenant and be forced to refinance such debt or seek a waiver. Even if new financing is available, it may not be available on terms that are acceptable to us. If we are required to seek a waiver, we may be required to pay significant amounts to the lenders under our ABL facilities to obtain such a waiver.

In addition to the financial covenant described above, certain incurrence of debt and investments require compliance with financial covenants under the Revolving Credit Agreement and the indenture governing the 9.125% notes. The breach of any of these covenants could result in a default under the Revolving Credit Agreement and such indenture, and the lenders or note holders, as applicable, could elect to declare all amounts borrowed due and payable. For additional information regarding these and similar risks, see Item 1A. “Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2011.

EBITDA is calculated by reference to net income plus interest and amortization of other financing costs, provision for income taxes, depreciation and amortization. Consolidated EBITDA, as defined in the Revolving Credit Agreement and the Indenture, is calculated by adjusting EBITDA to reflect adjustments permitted in calculating covenant compliance under these agreements. Consolidated EBITDA will be referred to as Adjusted EBITDA herein. We believe that the inclusion of supplementary adjustments to EBITDA applied in presenting Adjusted EBITDA are appropriate to provide additional information to investors to demonstrate our ability to comply with our financial covenant.

We were in compliance with our debt covenants as of September 29, 2012.

Potential Implications of Current Trends and Conditions in the Building Products Industry on our Liquidity and Capital Resources

We believe our cash flows from operations and our borrowing capacity under the ABL facilities will be sufficient to satisfy our obligations to pay principal and interest on our outstanding debt, maintain current operations and provide sufficient capital for the foreseeable future. The new construction market has shown some improvements in 2012 and the long-term outlook for the building products industry, including the new construction and repair and remodeling markets, is positive. However, a number of factors could contribute to lower future demand for our products if these positive trends were to reverse, including reduced numbers of existing home sales and new housing starts and depreciation in housing prices. If these negative trends were to occur, our ability to generate cash sufficient to meet our existing indebtedness obligations could be adversely affected, and we could be required either to find alternate sources of liquidity or to refinance our existing indebtedness in order to avoid defaulting on our debt obligations.

25

Our ability to generate sufficient funds to service our debt obligations will be dependent in large part on the impact of building products industry conditions on our business, profitability and cash flows and on our ability to refinance our indebtedness. There can be no assurance that we would be able to obtain any necessary consents or waivers in the event we are unable to service or were to otherwise default under our debt obligations, or that we would be able to successfully refinance our indebtedness. The ability to refinance any indebtedness may be made more difficult to the extent that current building products industry and credit market conditions continue to persist. Any inability we experience in servicing or refinancing our indebtedness would likely have a material adverse effect on us.

For additional information regarding these and similar risks, see Item 1A. “Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2011.

Effects of Inflation

The principal raw materials used by us are vinyl resin, aluminum, steel, resin stabilizers and pigments, glass, window hardware and packaging materials, all of which have historically been subject to price changes. Raw material pricing on certain of our key commodities has fluctuated significantly over the past several years. Our freight costs may also fluctuate based on changes in gasoline and diesel fuel costs related to our trucking fleet. In response, we have announced price increases over the past several years on certain of our product offerings to offset inflation in raw material pricing and freight costs and continually monitor market conditions for price changes as warranted. Our ability to maintain gross margin levels on our products during periods of rising raw material and freight costs depends on our ability to obtain selling price increases. Furthermore, the results of operations for individual quarters can and have been negatively impacted by a delay between the timing of raw material and freight cost increases and price increases on our products. There can be no assurance that we will be able to maintain the selling price increases already implemented or achieve any future price increases. At September 29, 2012, we had no raw material hedge contracts in place.

Certain Forward-Looking Statements

All statements (other than statements of historical facts) included in this report regarding the prospects of the industry and our prospects, plans, financial position and business strategy may constitute forward-looking statements. In addition, forward-looking statements generally can be identified by the use of forward-looking terminology such as “may,” “will,” “should,” “expect,” “intend,” “estimate,” “anticipate,” “believe,” “predict,” “potential” or “continue” or the negatives of these terms or variations of them or similar terminology. Although we believe that the expectations reflected in these forward-looking statements are reasonable, it does not assure that these expectations will prove to be correct. Such statements reflect the current views of our management with respect to our operations, results of operations and future financial performance. The following factors are among those that may cause actual results to differ materially from the forward-looking statements:

• our operations and results of operations;

• declines in remodeling and home building industries, economic conditions and changes in interest rates, foreign currency exchange rates and other conditions;

• deteriorations in availability of consumer credit, employment trends, levels of consumer confidence and spending and consumer preferences;

• changes in raw material costs and availability of raw materials and finished goods;

• the unavailability, reduction or elimination of government and economic home buying and remodeling incentives;

• our ability to continuously improve organizational productivity and global supply chain efficiency and flexibility;

• market acceptance of price increases;

• declines in national and regional trends in home remodeling and new housing starts;

• increases in competition from other manufacturers of vinyl and metal exterior residential building products as well as alternative building products;

• changes in weather conditions;

• consolidation of our customers;

• our ability to attract and retain qualified personnel;

• our ability to comply with certain financial covenants in the indenture governing our notes and ABL facilities;

• declines in market demand;

26

• our substantial level of indebtedness;

• increases in our indebtedness;

• increases in costs of environmental compliance or environmental liabilities;

• increases in warranty or product liability claims;

• increases in capital expenditure requirements; and

• the other factors discussed under Item 1A. “Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2011 and elsewhere in this report.

All forward-looking statements attributable to us or persons acting on our behalf are expressly qualified in their entirety by the cautionary statements included in this report. These forward-looking statements speak only as of the date of this report. We do not intend to update or revise these forward-looking statements, whether as a result of new information, future events or otherwise, unless the securities laws require us to do so.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

Interest Rate Risk

We have outstanding borrowings under our ABL facilities and may incur additional borrowings from time to time for general corporate purposes, including working capital and capital expenditures. The interest rate applicable to outstanding loans under the U.S. and Canadian tranche A revolving facilities is, at our option, equal to either a United States or Canadian adjusted base rate plus an applicable margin ranging from 1.50% to 2.00%, or LIBOR plus an applicable margin ranging from 2.50% to 3.00%, with the applicable margin in each case depending on our quarterly average “excess availability” as defined in the credit facilities. The interest rate margins for each loan under either the U.S. or Canadian tranche B revolving facilities are determined by reference to the level of borrowing availability under the U.S. and Canadian tranche A revolving facilities increased by 200 basis points. At September 29, 2012, we had borrowings outstanding of $90.1 million under the ABL facilities. The effect of a 1.00% increase or decrease in interest rates would increase or decrease total annual interest expense by approximately $0.9 million.

We have $730.0 million aggregate principal at maturity in 2017 of senior secured notes that bear a fixed interest rate of 9.125%. The fair value of our 9.125% notes is sensitive to changes in interest rates. In addition, the fair value is affected by our overall credit rating, which could be impacted by changes in our future operating results. These notes have an estimated fair value, classified as Level 1, of $715.4 million based on quoted market prices as of September 29, 2012.

Foreign Currency Exchange Risk

Our revenues are primarily from domestic customers and are realized in U.S. dollars. However, we realize revenues from sales made through Gentek’s Canadian distribution centers in Canadian dollars. Our Canadian manufacturing facilities acquire raw materials and supplies from U.S. vendors, which results in foreign currency transactional gains and losses upon settlement of the obligations. Payment terms among Canadian manufacturing facilities and these vendors are short-term in nature. We may, from time to time, enter into foreign exchange forward contracts with maturities of less than three months to reduce our exposure to fluctuations in the Canadian dollar. At September 29, 2012, we were a party to foreign exchange forward contracts for Canadian dollars, the value of which was less than $0.1 million.

We experienced foreign currency translation gains of $11.7 million and $13.1 million, net of tax, for the quarter and nine months ended September 29, 2012, respectively, which were included in accumulated other comprehensive loss. A 10% strengthening or weakening from the levels experienced during the nine months ended 2012 of the U.S. dollar relative to the Canadian dollar would have resulted in an approximately $0.8 million decrease or increase, respectively, in net income for the nine months ended September 29, 2012, respectively.

Commodity Price Risk

See Item 2. “Management’s Discussion and Analysis of Financial Condition and Results of Operations — Effects of Inflation” for a discussion of the market risk related to our principal raw materials (vinyl resin, aluminum, steel, resin stabilizers and pigments, glass, window hardware and packaging materials) and diesel fuel costs.

27

Item 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

During the fiscal period covered by this report, our management, with the participation of our Chief Executive Officer and Chief Financial Officer, completed an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) of the Securities and Exchange Act of 1934, as amended (the “Exchange Act”). Based upon this evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that, as of the end of the fiscal period covered by this report, the disclosure controls and procedures were effective to ensure that information required to be disclosed by us in reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified by the Securities and Exchange Commission’s rules and forms and that such information is accumulated and communicated to management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosures.

Changes in Internal Control over Financial Reporting

There have been no changes to our internal control over financial reporting during the quarter or nine months ended September 29, 2012 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II. OTHER INFORMATION

Item 1. Legal Proceedings

We are involved from time to time in litigation arising in the ordinary course of its business, none of which, after giving effect to its existing insurance coverage, is expected to have a material adverse effect on its financial position, results of operations or liquidity. From time to time, we are also involved in proceedings and potential proceedings relating to environmental and product liability matters.

Product Liability Claims

On September 20, 2010, our Company and its subsidiary, Gentek Buildings Products, Inc. (“Gentek”), were named as defendants in an action filed in the United States District Court for the Northern District of Ohio, captioned Donald Eliason, et al. v. Gentek Building Products, Inc., et al (the “Eliason complaint”). The complaint was filed by a number of individual plaintiffs on behalf of themselves and a putative nationwide class of owners of steel and aluminum siding products manufactured by our Company and Gentek or their predecessors. The plaintiffs assert a breach of express and implied warranty, along with related causes of action, claiming that an unspecified defect in the siding causes paint to peel off the metal and that our Company and Gentek have failed adequately to honor their warranty obligations to repair, replace or refinish the defective siding. Plaintiffs seek unspecified actual and punitive damages, restitution of monies paid to the defendants and an injunction against the claimed unlawful practices, together with attorneys’ fees, costs and interest. Since such time that the Eliason complaint was filed, seven additional putative class actions have been filed.

On January 26, 2012, our Company filed a motion to coordinate or consolidate the actions as a multidistrict litigation. Plaintiffs in all cases agreed to a temporary stay while the Judicial Panel on Multidistrict Litigation considered the motion. On April 17, 2012, the Panel issued an order denying our Company's motion to consolidate on the basis that since all plaintiffs' have agreed to voluntarily dismiss their actions and re-file their cases in the Northern District of Ohio, there is no need to formally order the consolidation. On May 3, 2012, a complaint was filed in the Northern District of Ohio, consolidating the five actions that previously had been pending in other states (the “Patrick action”). On July 20, 2012, plaintiffs in the three actions already pending in the Northern District of Ohio filed a motion to consolidate those actions with the Patrick action, but specifically requesting that the first-filed action by plaintiff Eliason be permitted to proceed under a separate caption and on its own track. That same day, the Court issued an order requiring the parties to advise if any party objects to consolidation and requiring the parties to submit a joint consolidated pretrial schedule within ten days. Defendants filed a motion consenting to consolidation but requesting that all cases be consolidated under a single caption and proceed on a single track. On September 6, 2012, the Court issued an order granting defendants' request for consolidation of all cases under a single caption, proceeding on a single track. The Court also ordered plaintiffs to file their single consolidated amended complaint by September 19, 2012, which plaintiffs did.

The Court also conducted a case management conference on September 5, 2012. At that conference, the Court deferred setting most case deadlines to permit the parties to attempt to resolve the case by mediation. A non-binding mediation has been scheduled for November 13, 2012. If the case does not resolve by mediation at that time, the Court has ordered defendants to file any motion to dismiss the consolidated amended complaint by December 3, 2012. A further case management conference

28

was held on October 22, 2012. At that conference, the Court determined that if  the case goes forward after the mediation, discovery may commence on November 26, 2012 and plaintiffs must file their motion for class certification by August 7, 2013.

We believe the claims lack merit and intends to vigorously defend the cases. We cannot currently estimate the amount of liability that may be associated with these matters and whether a liability is probable and accordingly, has not recorded a liability for these lawsuits. In addition, we do not believe that it is currently possible to determine a reasonable estimate of the possible range of loss related to these matters.

Item 1A. Risk Factors

There have been no material changes from the risk factors we previously disclosed in our Annual Report on Form 10-K for the year ended December 31, 2011 filed with the Securities and Exchange Commission on March 30, 2012.

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

None.

Item 3. Defaults Upon Senior Securities

None.

Item 4. Mine Safety Disclosures

Not applicable.

Item 5. Other Information

None.

Item 6. Exhibits

See Exhibit Index on the page immediately preceding the exhibits for a list of exhibits filed as part of this Quarterly Report on Form 10-Q, which Exhibit Index is incorporated herein by reference.

29

SIGNATURES

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

			ASSOCIATED MATERIALS, LLC
			(Registrant)
Date:	November 9, 2012	By:	/s/ Jerry W. Burris
			Jerry W. Burris
			President and Chief Executive Officer (Principal Executive Officer)
Date:	November 9, 2012	By:	/s/ Paul Morrisroe
			Paul Morrisroe
			Senior Vice President, Chief Financial Officer and Secretary (Principal Financial Officer and Principal Accounting Officer)

30

EXHIBIT INDEX

Exhibit Number	Description
3.1	Certificate of Formation of Associated Materials, LLC (incorporated by reference to Exhibit 3.1 to Associated Materials, LLC's Annual Report on Form 10-K, filed with the SEC on March 25, 2008).
3.2	Amended and Restated Limited Liability Company Agreement of Associated Materials, LLC (incorporated by reference to Exhibit 3.2 to Associated Materials, LLC's Annual Report on Form 10-K, filed with the SEC on April 1, 2011).
31.1	Certification of the Chief Executive Officer pursuant to Rule 13a-14 of the Exchange Act, as adopted, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2	Certification of the Chief Financial Officer pursuant to Rule 13a-14 of the Exchange Act, as adopted, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1†	Certification of the Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2†	Certification of the Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101.INS††	XBRL Instance Document.
101.SCH††	XBRL Taxonomy Extension Schema Document.
101.CAL††	XBRL Taxonomy Extension Calculation Linkbase Document.
101.LAB††	XBRL Taxonomy Extension Label Linkbase Document.
101.PRE††	XBRL Taxonomy Extension Presentation Linkbase Document.
101.DEF††	XBRL Taxonomy Extension Definition Linkbase Document.

†	This document is being furnished in accordance with Item 601(b)(32)(ii) of Regulation S-K and SEC Release Nos. 33-8238 and 34-47986.
††	In accordance with Rule 406T of Regulation S-T, the information in these exhibits is furnished and deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and otherwise is not subject to liability under such section.

31