**United StatesSECURITIES AND EXCHANGE COMMISSION**

 

**Washington, D.C. 20549**

 

**FORM 10-K**

 

**(Mark One)**

**ý**** ANNUAL REPORTPURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIESEXCHANGE ACT OF 1934**

 

**For the fiscal year ended November 30,2003**

 

**OR**

 

**o**** TRANSITION REPORTPURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIESEXCHANGE ACT OF 1934**

 

**Commission file number 1-9102**

 

**AMERON INTERNATIONAL CORPORATION**

(Exact name of registrant as specified in itscharter)

 

| **Delaware**                                                                 |   | **77-0100596**                       |
|------------------------------------------------------------------------------|--------|--------------------------------------|
| (State of Incorporation)                                                     |   | (I.R.S. Employer Identification No.) |
|                                                                         |   |                                 |
| **245 South Los Robles Avenue  Pasadena, CA 91101-3638**                     |
| (Address and Zip Code of principal executive offices)                        |
|                                                                         |   |                                 |
| Registrant’s telephone number, including  area code: **(626) 683-4000** |

 

**SECURITIES REGISTERED PURSUANT TOSECTION 12(b) OF THE ACT:**

 

| **Title of  each class**     |   | **Name of  each exchange  on which registered** |   |
|------------------------------|--------|-------------------------------------------------|--------|
| Common Stock $2.50 par value |   | New York Stock Exchange                         |   |

 

**SECURITIESREGISTERED PURSUANT TO SECTION 12(g) OF THE ACT: None**

 

Indicate bycheck mark whether the registrant (1) has filed all reports required to befiled by Section 13 or 15(d) of the Securities Exchange Act of 1934 duringthe preceding 12 months (or for such shorter period that the registrant wasrequired to file such reports), and (2) has been subject to such filing requirementsfor the past 90 days. Yes  ý  No  o

 

Indicate bycheck mark if disclosure of delinquent filers pursuant to Item 405 ofRegulation S-K is not contained herein, and will not be contained, to the bestof registrant’s knowledge, in definitive proxy or information statementsincorporated by reference in Part III of this Form 10-K or any amendment tothis Form 10-K.  o

 

Indicate bycheck mark whether the registrant is an accelerated filer (as defined in Rule12b-2 of the Act).

Yes  ý  No  o

 

 

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The aggregatemarket value of voting and non-voting common equity held by non-affiliates wasapproximately $273 million on May 30, 2003, based upon the last reported salesprice of such stock on the New York Stock Exchange on that date.

 

OnFebruary 10, 2004 there were 8,214,563 shares of Common Stock, $2.50 parvalue, outstanding. No other class of Common Stock exists.

 

**DOCUMENTS INCORPORATED BY REFERENCE**

 

1. PORTIONS OFAMERON’S 2003 ANNUAL REPORT TO STOCKHOLDERS (PARTS I, II AND IV).

2. PORTIONS OFAMERON’S PROXY STATEMENT FOR THE 2004 ANNUAL MEETING OF STOCKHOLDERS (PARTIII).

 

**PART IAMERON INTERNATIONAL CORPORATION**

 

AMERONINTERNATIONAL CORPORATION, a Delaware corporation, and its consolidatedsubsidiaries are collectively referred to herein as “Ameron”, the “Company”,the “Registrant” or the “Corporation” unless the context clearly indicatesotherwise. The business of the Company has been divided into business segmentsin Item 1(c)(1). Substantially all activities relate to the manufacture ofhighly engineered products for sale to the industrial, chemical, energy andconstruction markets. All references to “the year” or “the fiscal year” pertainto the 12 months ended November 30, 2003.  All references to the“Annual Report” pertain to the Company’s  2003 Annual Report toStockholders.  All references to the “Proxy Statement” pertain to theCompany’s Proxy Statement filed on February 23, 2004 in connection withthe 2004 Annual Meeting of Stockholders. 

 

**ITEM 1 - BUSINESS**

 

(a) GENERALDEVELOPMENT OF BUSINESS.

 

Although theCompany’s antecedents date back to 1907, it evolved directly from the merger oftwo separate firms in 1929, resulting in the incorporation of American ConcretePipe Co. on April 22, 1929. Various name changes occurred between thattime and 1942, at which time the Company’s name became American Pipe andConstruction Co. By the late 1960’s the Company was almost exclusively engagedin manufacturing and had expanded its product lines to include not onlyconcrete and steel pipe but also high-performance protective coatings,ready-mix concrete, aggregates and fiberglass pipe and fittings.  At thebeginning of 1970, the Company’s name was changed to Ameron, Inc. In themeantime, other manufactured product lines were added, including concrete andsteel poles for street and area lighting, and steel poles for trafficsignals.  In 1996, the Company’s name was changed to Ameron InternationalCorporation.

 

Furtherdetails or commentary on the year’s operations can be found in the AnnualReport, which is Exhibit 13 to this report on Form 10-K, and which should beread in conjunction with this report.

 

(b) FINANCIALINFORMATION AS TO INDUSTRY SEGMENTS.

 

Theinformation contained in Notes (1), (5) and (18) of Notes to ConsolidatedFinancial Statements on pages 36, 37, 38, 39, 47 and 48 of the Annual Report isincorporated herein by reference.

 

(c) NARRATIVEDESCRIPTION OF BUSINESS.

 

(1) Forgeographical and operational convenience, the Company is organized intodivisions. These divisions are combined into groups serving various industrysegments, as follows:

 

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a) ThePerformance Coatings & Finishes Group develops, manufactures and marketshigh-performance coatings and surfacer systems on a worldwide basis. Theseproducts are utilized for the preservation of structures, such as metallic andconcrete facilities and equipment, to prevent degradation by corrosion,abrasion, marine fouling and other forms of chemical and physical attack. Theprimary markets served include marine, offshore, petrochemical, powergeneration, petroleum, chemical, steel, pulp and paper, railroad, bridge,mining, metal processing and original equipment manufacturing. These productsare marketed by direct sales, as well as through manufacturers’representatives, distributors and licensees. Competition is based upon quality,price and service. Manufacture of these products is carried out in theCompany’s plant in Arkansas, by wholly-owned subsidiaries in the Netherlands,the United Kingdom, Australia and New Zealand, by a joint venture in SaudiArabia and by various third-party licensees.

 

b) TheFiberglass-Composite Pipe Group develops, manufactures and marketsfilament-wound and molded fiberglass pipe and fittings. These products are usedby a wide range of process industries, including industrial, petroleum,chemical processing and petrochemical industries, for service station pipingsystems, aboard marine vessels and offshore oil platforms, and are marketed asan alternative to metallic piping systems which ultimately fail under corrosiveoperating conditions. These products are marketed by direct sales, as well asthrough manufacturers’ representatives, distributors and licensees. Competitionis based upon quality, price and service. Manufacture of these products iscarried out in the Company’s plant in Texas, by its wholly-owned domesticsubsidiary, Centron International Inc. (“Centron”), at its plant in Texas, bywholly-owned subsidiaries in the Netherlands, Singapore, and Malaysia, by a jointventure in Saudi Arabia and by third-party licensees.

 

c) The WaterTransmission Group supplies products and services used in the construction ofwater pipelines. Five pipe manufacturing plants are located in Arizona andCalifornia. Also included within this group is American Pipe & ConstructionInternational, a wholly-owned subsidiary, with a plant in Colombia. Theseplants manufacture concrete cylinder pipe, prestressed concrete cylinder pipe,steel pipe and reinforced concrete pipe for water transmission, storm andindustrial waste water and sewage collection. These products are marketed bydirect selling using the Company’s own personnel and by competitive bidding.Customers include local, state and federal agencies, developers and generalcontractors. Normally no one customer or group of customers will account forsales equal to or greater than 10 percent of the Company’s consolidatedrevenue. However, occasionally, when more than one unusually large project isin progress, combined sales to all U.S. government agencies and/or generalcontractors for those agencies can reach those proportions. Besides competingwith several other welded steel pipe and concrete pipe manufacturers located inthe market area, alternative products such as ductile iron, plastic, and claypipe compete with the Company’s concrete and steel pipe products, butordinarily these other materials do not offer the full diameter range producedby the Company. Principal methods of competition are price, deliveryschedule and service. The Company’s technology is used in the Middle Eastthrough affiliated companies. This segment also includes the manufacturing andmarketing on a worldwide basis through direct sales and manufacturers’representatives, of polyvinyl chloride and polyethylene sheet lining for theprotection of concrete pipe and cast-in-place concrete structures from thecorrosive effects of sewer gases, acids and industrial chemicals. Competitionis based upon quality, price and service. Manufacture of this product is carriedout in the Company’s plant in California. This segment also includes engineereddesign, fabrication and direct sale of specialized proprietary equipment whichis outside the regular business of the other segments of the Company’sbusinesses. Competition for such work is based upon quality, price and service.Manufacture of such equipment is carried out in the Company’s plant inCalifornia.

 

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d) TheInfrastructure Products Group supplies ready-mix concrete, crushed and sizedbasaltic aggregates, dune sand, concrete pipe and box culverts, primarily tothe construction industry in Hawaii, and manufactures and markets concrete andsteel poles for highway, street and outdoor area lighting and for traffic signalsnationwide. Ample raw materials are available locally in Hawaii. As to rockproducts, the Company has exclusive rights to quarries containing many years’reserves. There is only one major source of supply for cement in Hawaii. Withinthe market area there are competitors for each of the segment’s products. Nosingle competitor offers the full range of products sold by the Company inHawaii. An appreciable portion of the segment’s business is obtained throughcompetitive bidding. Sales of poles are nationwide, but with a strongerconcentration in the western states. Marketing is handled by the Company’s ownsales force and by outside sales agents for poles. Competition for suchproducts is mainly based on price and quality, but with some consideration for serviceand delivery. Poles are manufactured in two plants in California, as well as inplants in Washington, Oklahoma and Alabama.

 

e) The Companyhas four significant, partially-owned affiliated companies (“jointventures”):  Ameron Saudi Arabia, Ltd. (“ASAL”), Bondstrand, Ltd. (“BL”),Oasis-Ameron, Ltd. (“OAL”) and TAMCO.  ASAL, owned 30% by the Company,manufactures and sells concrete pressure pipe and provides steel pipe liningand coating services to customers in Saudi Arabia.  BL, owned 40% byAmeron, manufactures and sells glass reinforced epoxy pipe and fittings inSaudi Arabia.  OAL, 40% owned by the Company, sells protective andarchitectural coatings in Saudi Arabia.  TAMCO, 50% owned by the Company,operates a steel mini-mill in California, used for the production ofreinforcing bar sold into construction markets in the western U.S.  ASALis included under the Water Transmission Group segment.  BL is in theFiberglass-Composite Pipe Group, and OAL is in the Performance Coatings &Finishes Group.  TAMCO is not included in the four operating groups.

 

The Companybenefits from the payment of dividends and license fees from its jointventures.  Additionally, Ameron’s consolidated operations sell productinto Middle Eastern markets, primarily fiberglass pipe, coatings and polyvinylchloride sheeting.  While the joint ventures in Saudi Arabia and, to alimited extent, the Company’s direct sales of products into the Middle East aresubject to political and economic conditions throughout the Middle East, theCompany’s exposure is concentrated primarily in Saudi Arabia.  Significantunrest in the Middle East or Saudi Arabia could have a material impact on theCompany.  Ameron’s and its joint ventures’ products have not beentypically sold into Iraq.  Therefore, the war in Iraq has not had amaterial impact on the Company.

 

f) Except asindividually shown in the above descriptions of industry segments, thefollowing comments or situations apply to all segments:

 

(i) Because ofthe number of manufacturing locations and the variety of raw materialsessential to the business, no critical situations exist with respect to supplyof materials. The Company has multiple sources for raw materials. The effectsof increases in costs of energy are being mitigated to the extent practicalthrough conservation and through addition or substitution of equipment tomanage the use and reduce consumption of energy.

 

(ii) TheCompany owns certain patents and trademarks, both U.S. and foreign, related toits products. The Company licenses its patents, trademarks, know-how andtechnical assistance to various of its subsidiary and affiliated companies andto various third-party licensees. It licenses these proprietary items to someextent in the U.S., and to a greater degree abroad. These patents, trademarks,and licenses do not constitute a material portion of the Company’s totalbusiness. No franchises or concessions exist.

 

(iii) Many ofthe Company’s products are used in connection with capital goods, water andsewage transmission and construction of capital facilities. Favorable oradverse effects on general sales volume and earnings can result from weatherconditions. Normally, sales volume and earnings will be lowest in the firstfiscal quarter. Seasonal effects typically accelerate or slow the businessvolume and normally do not bring about severe changes in full-year activity.

 

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(iv) Withrespect to working capital items, the Company does not encounter anyrequirements which are not common to other companies engaged in the sameindustries. No unusual amounts of inventory are required to meet seasonaldelivery requirements. All of the Company’s industry segments turn theirinventory between three and eight times annually. Average days’ sales inaccounts receivable range between 39 and 146 for all segments.

 

(v) The valueof backlog orders at November 30, 2003 and 2002 by industry segment isshown below. A substantial portion of the November 30, 2003 backlog isexpected to be billed and recorded as sales during 2004.  The onlynoteworthy change in backlog relates to the Water Transmission Group.  TheWater Transmission Group’s backlog increased by about $57 million at the end of2002 due to the contract to provide steel pilings for the San Francisco/OaklandBay Bridge.  Approximately half of the contract was produced in 2003,resulting in a partial reduction in backlog of approximately $25 million at theend of 2003.  The remaining reduction in the Water Transmission Group’s backlogrelated to a cyclical slowdown in the water market in the western U.S.

 
| **SEGMENT**                               |   | **2003**            |    | **2002** |   |
|-------------------------------------------|--------|---------------------|---------|----------|--------|
|                                      |   | **(in  thousands)** |    |
| Performance Coatings & Finishes Group |   | $                   | 9,039   |     | $      | 5,461 |   |
| Fiberglass-Composite Pipe Group           |   | 26,145              |    | 32,687   |   |
| Water Transmission Group                  |   | 100,075             |    | 151,523  |   |
| Infrastructure Products Group             |   | 25,597              |    | 26,495   |   |
| Total                                     |   | $                   | 160,856 |     | $      | 216,166 |   |

 

(vi) There wasno significant change in competitive conditions or the competitive position ofthe Company in the industries and localities in which it operates. There is noknowledge of any competitive situation which would be material to anunderstanding of the business.

 

(vii) Salescontracts in all of the Company’s business segments normally consist ofpurchase orders, which in some cases are issued pursuant to master purchaseagreements. Longer-term contracts seldom involve commitments of more than oneyear by the Company, and exceptions are not deemed material bymanagement.  In those instances when the Company commits to sell productsunder longer-term contracts, the Company will typically contractually arrangeto fix a portion of the associated costs.   Payment is normally duefrom 30 to 60 days after shipment, with progress payments prior to shipment insome circumstances. It is the Company’s practice to require letters of creditprior to shipment of foreign orders, subject to limited exceptions. The Companydoes not typically extend long-term credit to purchasers of its products.

 

(viii) Anumber of the Company’s operations operate outside the U.S. and are affected bychanges in foreign exchange rates.  Sales, profits, assets and liabilitiescould be materially impacted by changes in foreign exchange rates.  TheCompany does not typically hedge anticipated sales or items subject totranslation adjustments, such as long-term advances.

 

(2) a)Approximate expense during each of the last three fiscal years for Research andDevelopment costs is shown under the caption in Note (1) of Notes toConsolidated Financial Statements on page 36 of the Annual Report, and is incorporatedherein by reference.

 

b) TheCompany’s business is not dependent on any single customer or few customers,the loss of any one or more of whom would have a material adverse effect on itsbusiness.

 

c) For manyyears the Company has been consistently installing or improving devices tocontrol or eliminate the discharge of pollutants into the environment.Accordingly, compliance with federal, state, and locally-enacted

 

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provisionsrelating to protection of the environment is not having, and is not expected tohave, a material effect upon the Company’s capital expenditures, earnings, orcompetitive position.

 

d) At year-endthe Company and its consolidated subsidiaries employed approximately 2,700 persons.Of those, approximately 600 were covered by labor union contracts. There aresix separate bargaining agreements subject to renegotiation in 2004.  TheCompany announced on February 12, 2004, that workers at two of the WaterTransmission Group’s plants in Southern California struck in the first week ofFebruary.  Separately, workers at the Infrastructure Products Group’sprincipal quarry and ready-mix operation on Oahu in Hawaii also struck. The areas of disagreement differ by location and center principally on employeehealth care costs, pensions and wages. Workers at one of the Water Transmission Group’s plants and the Companysubsequently reached agreement.  TheCompany is unable to predict the length or impact of the other strikes.

 

(d) FINANCIALINFORMATION ABOUT FOREIGN AND DOMESTIC OPERATIONS AND EXPORT SALES.

 

Theinformation contained in Notes (1), (5) and (18) of Notes to ConsolidatedFinancial Statements on pages 36, 37, 38, 39, 47 and 48 of the Annual Report isincorporated herein by reference.

 

Export salesin the aggregate from U.S. operations during the last three fiscal years were:

 

|   |   | **In  thousands** |   |
|--------|--------|-------------------|--------|
| 2003   |   | $                 | 25,095 |   |
| 2002   |   | 26,372            |   |
| 2001   |   | 35,952            |   |
|        |        |                   |        |  |

 

(e) AVAILABLEINFORMATION

 

(1) TheCompany’s Internet address is www.ameron.com

 

(2) TheCompany makes available free of charge through its Internet website, its annualreport on Form 10-K, quarterly reports on Form 10-Q, current reports on Form8-K and amendments to those reports as soon as reasonably practicable after theCompany electronically files such material with, or furnishes it to, theSecurities and Exchange Commission.

 

**ITEM 2 - PROPERTIES**

 

(a) Thelocation and general character of principal plants and other materiallyimportant physical properties used in the Company’s operations are tabulatedbelow. Property is owned in fee simple except where otherwise indicated byfootnote. In addition to the property shown, the Company owns vacant landadjacent to or in the proximity of some of its operating locations and holdsthis property available for use when it may be needed to accommodate expandedor new operations. Properties listed do not include any temporary project siteswhich are generally leased for the duration of the respective projects orleased or owned warehouses that could be easily replaced. With the exception ofthe Kailua, Oahu property, shown under the Infrastructure Products Groupindustry segment, there are no material leases with respect to which expirationor inability to renew would have any material adverse effect on the Company’soperations. The lease term on the Kailua property extends to the year 2052.Kailua is the principal source of quarried rock and aggregates for theCompany’s operations on Oahu, Hawaii; and, in management’s opinion, rockreserves are adequate for its requirements during the term of the lease.

 

(b) TheCompany believes that its existing facilities are adequate for current andpresently foreseeable operations. Because of the cyclical nature of certain ofthe Company’s operations, and the substantial amounts involved in someindividual orders, the level of utilization of particular facilities may varysignificantly from time to time in the normal course of operations.

 

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INDUSTRY SEGMENT - GROUP

 
| **Division - Location**                        |   | **Description**               |   |
|------------------------------------------------|--------|-------------------------------|--------|
|                                           |   |                          |   |
| PERFORMANCE COATINGS &  FINISHES GROUP     |   |                          |   |
| Coatings Division - USA                        |   |                          |   |
| Alpharetta, GA                                 |   | *Office                       |   |
| Brea, CA                                       |   | Office, Laboratory, Warehouse |   |
| Little Rock, AR                                |   | Office, Plant                 |   |
| Houston, TX                                    |   | Warehouse                     |   |
| Ameron B.V.                                    |   |                          |   |
| Geldermalsen, the Netherlands                  |   | Office, Plant                 |   |
| Huthwaite, UK                                  |   | Office, Plant                 |   |
| Ameron (UK) Limited                            |   |                          |   |
| Hull, UK                                       |   | Office, Plant                 |   |
| Ameron (Australia) Pty. Limited                |   |                          |   |
| Sydney, Australia                              |   | Office, Plant                 |   |
| Adelaide, Australia                            |   | Plant                         |   |
| Ameron (New Zealand) Limited                   |   |                          |   |
| Auckland, New Zealand                          |   | Office, Plant                 |   |
|                                           |   |                          |   |
| FIBERGLASS-COMPOSITE PIPE GROUP                |   |                          |   |
| Fiberglass Pipe Division - USA                 |   |                          |   |
| Houston, TX                                    |   | *Office                       |   |
| Burkburnett, TX                                |   | Office, Plant                 |   |
| Centron International, Inc.                    |   |                          |   |
| Mineral Wells, TX                              |   | Office, Plant                 |   |
| Ameron B.V.                                    |   |                          |   |
| Geldermalsen, the Netherlands                  |   | Office, Plant                 |   |
| Ameron (Pte) Ltd.                              |   |                          |   |
| Singapore                                      |   | *Office, Plant                |   |
| Ameron Malaysia Sdn. Bhd.                      |   |                          |   |
| Malaysia                                       |   | *Office, Plant                |   |
|                                           |   |                          |   |
| WATER TRANSMISSION GROUP                       |   |                          |   |
| Rancho Cucamonga, CA                           |   | *Office                       |   |
| Etiwanda, CA                                   |   | Office, Plant                 |   |
| Fontana, CA                                    |   | Office, Plant                 |   |
| Lakeside, CA                                   |   | Office, Plant                 |   |
| Phoenix, AZ                                    |   | Office, Plant                 |   |
| Tracy, CA                                      |   | Office, Plant                 |   |
|                                           |   |                          |   |
| Protective Linings Division                    |   |                          |   |
| Brea, CA                                       |   | Office, Plant                 |   |
| Fabrication Plant                              |   |                          |   |
| South Gate, CA                                 |   | Office, Plant                 |   |
| American Pipe & Construction International |   |                          |   |
| Bogota, Colombia                               |   | Office, Plant                 |   |
|                                           |   |                          |   |
| INFRASTRUCTURE PRODUCTS GROUP                  |   |                          |   |
|                                           |   |                          |   |
| Hawaii Division                                |   |                          |   |
| Honolulu, Oahu, HI                             |   | *Office, Plant                |   |
| Kailua, Oahu, HI                               |   | *Plant, Quarry                |   |
| Barbers Point, Oahu, HI                        |   | Office, Plant                 |   |
| Puunene, Maui, HI                              |   | *Office, Plant, Quarry        |   |

 

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| Pole Products Division               |   |               |   |
|--------------------------------------|--------|--------------------|--------|
| Ventura, CA                          |   | *Office            |   |
| Fillmore, CA                         |   | Office, Plant      |   |
| Oakland, CA                          |   | *Plant             |   |
| Everett, WA                          |   | *Office, Plant     |   |
| Tulsa, OK                            |   | *Office, Plant     |   |
| Anniston, AL                         |   | *Office, Plant     |   |
|                                 |   |               |   |
| CORPORATE                            |   |               |   |
| Corporate Headquarters               |   |               |   |
| Pasadena, CA                         |   | *Office            |   |
|                                 |   |               |   |
| Corporate Research & Engineering |   |               |   |
| South Gate, CA                       |   | Office, Laboratory |   |

 

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*Leased

 

**ITEM 3 - LEGAL PROCEEDINGS**

 

The Company isone of numerous defendants in various asbestos-related personal injurylawsuits.  These cases generally seek unspecified damages forasbestos-related diseases based on alleged exposure to products previouslymanufactured by the Company and others, and at this time the Company isgenerally not aware of the extent of injuries allegedly suffered by theindividuals or the facts supporting the claim that injuries were caused by theCompany’s products.  Based upon the information available to it at thistime, the Company is not in a position to evaluate its potential exposure, ifany, as a result of such claims.  Hence, no amounts have been accrued forloss contingencies related to these lawsuits in accordance with SFAS No. 5,“Accounting for Contingencies.”  The Company continues to vigorously defendall such lawsuits.  As of November 30, 2003, the Company was adefendant in asbestos-related cases involving 17,447 claimants, compared to8,382 claimants as of November 30, 2002.  The Company is not in aposition to estimate the number of additional claims that may be filed againstit in the future.  For the fiscal year ended November 30, 2003, therewere new claims involving 9,279 claimants, dismissals and/or settlementsinvolving 211 claimants and judgments involving 3 claimants.  Net costsand expenses incurred by the Company for the fiscal year endedNovember 30, 2003 in connection with asbestos-related claims were lessthan $600,000.

 

The Company isone of numerous defendants in various silica-related personal injurylawsuits.  These cases generally seek unspecified damages forsilica-related diseases based on alleged exposure to products previouslymanufactured by the Company and others, and at this time the Company is notaware of the extent of injuries allegedly suffered by the individuals or thefacts supporting the claim that injuries were caused by the Company’sproducts.  Based upon the information available to it at this time, theCompany is not in a position to evaluate its potential exposure, if any, as aresult of such claims.  Hence, no amounts have been accrued for losscontingencies related to these lawsuits in accordance with SFAS No. 5. The Company continues to vigorously defend all such lawsuits.  As ofNovember 30, 2003, the Company was a defendant in silica-related casesinvolving 6,847 claimants, compared to 48 claimants as of November 30,2002.  The Company is not in a position to estimate the number ofadditional claims that may be filed against it in the future.  For thefiscal year ended November 30, 2003, there were new claims involving 6,880claimants, dismissals and/or settlements involving 81 claimants and nojudgments.  Net costs and expenses incurred by the Company  for thefiscal year ended November 30, 2003 in connection with silica-relatedclaims were about $300,000.

 

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In addition,certain other claims, suits and complaints that arise in the ordinary course ofbusiness, have been filed or are pending against the Company. Managementbelieves that these matters are either adequately reserved, covered byinsurance, or would not have a material effect on the Company’s financialposition or its results of operations if disposed of unfavorably.

 

The Company issubject to federal, state and local laws and regulations concerning theenvironment and is currently participating in administrative proceedings atseveral sites under these laws. While the Company finds it difficult toestimate with any certainty the total cost of remediation at the several sites,on the basis of currently available information and reserves provided, theCompany believes that the outcome of such environmental regulatory proceedingswill not have a material effect on the Company’s financial position or itsresults of operations. 

 

**ITEM 4 - SUBMISSION OF MATTERS TO A VOTE OFSECURITY HOLDERS**

 

There was nomatter submitted during the fourth quarter of fiscal year 2003 to a vote ofsecurity holders.

 

Executive Officers of the Registrant

 

The followingsets forth information with respect to individuals who served as executiveofficers as of November 30, 2003 and who are not directors of the Company.All executive officers are appointed by the Board of Directors to serve at thediscretion of the Board of Directors.

 
| **Name**                |   | **Age** |   | **Title and Year Elected as Officer**                                     |   |
|-------------------------|--------|---------|--------|---------------------------------------------------------------------------|--------|
| Ralph S. Friedrich      |   | 56      |   | Vice President-Research  & Engineering                                |   | 2003 |   |
|                    |   |    |   |                                                                      |   |   |   |
| Thomas P. Giese         |   | 59      |   | Vice President; Group  President, Water Transmission Group                |   | 1997 |   |
|                    |   |    |   |                                                                      |   |   |   |
| James R. McLaughlin     |   | 56      |   | Vice President-Treasurer  & Controller                                |   | 1997 |   |
|                    |   |    |   |                                                                      |   |   |   |
| Terrence P. O’Shea |   | 57      |   | Vice President-Human  Resources                                           |   | 2003 |   |
|                    |   |    |   |                                                                      |   |   |   |
| Javier Solis            |   | 57      |   | Senior Vice President of  Administration, Secretary & General Counsel |   | 1984 |   |
|                    |   |    |   |                                                                      |   |   |   |
| Gary Wagner             |   | 52      |   | Senior Vice President  & Chief Financial Officer                      |   | 1990 |   |

 

All of theexecutive officers named above have held high level managerial or executivepositions with the Company for more than the past five years.

 

**PART II**

 

**ITEM 5 - MARKET FOR REGISTRANT’S COMMONEQUITY AND RELATED STOCKHOLDER MATTERS**

 

The CommonStock, $2.50 par value, of the Company, its only outstanding class of commonequity, is traded on the New York Stock Exchange, the only exchange on which itis presently listed. On February 10, 2004, there were 1,147 stockholdersof record of such stock. Information regarding stock compensation plans iscontained in Note (12) on pages 42 and 43 of the Annual Report, and isincorporated herein by reference.

 

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Dividends havebeen paid each quarter during the prior two years. Information as to the amountof dividends paid during the reporting period and the high and low prices ofthe Company’s Common Stock during that period are set out in Note (17) on page47 of the Annual Report, which information is incorporated herein by reference.

 

Terms oflending agreements which place restrictions on cash dividends are discussed inManagement’s Discussion and Analysis of Financial Condition and Results ofOperations on pages 23 through 30 and Note (10) on pages 41 and 42 of theAnnual Report, and is incorporated herein by reference. 

 

ISSUER PURCHASES OF EQUITY SECURITIES

 
| **Period**            |   | **(a)  Total  Number of  Shares (or  Units)  Purchased** |   | **(b)  Average  Price  Paid per  Share (or  Unit** |   | **(c)  Number of  Shares (or  Units)  Purchased as  Part of  Publicly  Announced  Plans or  Programs** |   | **(d)  Maximum  Number (or  Approximate  Dollar Value) of  Shares (or  Units) that  May Yet Be  Purchased under  the Plans or  Programs** |   |
|-----------------------|--------|----------------------------------------------------------|--------|----------------------------------------------------|--------|--------------------------------------------------------------------------------------------------------|--------|-------------------------------------------------------------------------------------------------------------------------------------------|--------|
| 12/1/03 thru 12/31/03 |   | —                                                   |   | N/A                                                |   | —                                                                                                 |   | N/A                                                                                                                                       |   |
| 1/1/04 thru 1/31/04   |   | 6,860*                                                   |   | 36.66                                              |   | —                                                                                                 |   | **                                                                                                                                        |   |
| 2/1/04 thru 2/27/04   |   | —                                                   |   | N/A                                                |   | —                                                                                                 |   | N/A                                                                                                                                       |   |

 

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*Represents shares repurchasedby the Company from certain restricted stock recipients to pay taxes applicableto their restricted stock.

 

**Shares may be repurchased bythe Company in January 2005 and 2006 to pay taxes applicable to the vesting ofemployee’s restricted stock.  However,because neither the amount of such taxes nor the share price on the date ofsuch repurchases are known at this time, it is not possible to estimate thenumbers of such shares that would be so repurchased.

 

**ITEM 6 - SELECTED FINANCIAL DATA**

 

Theinformation required by this item is contained in the Selected ConsolidatedFinancial Information shown on page 22 of the Annual Report, and isincorporated herein by reference. 

 

**ITEM 7 - MANAGEMENT’S DISCUSSION AND ANALYSISOF FINANCIAL CONDITION AND RESULTS OF OPERATIONS**

 

Theinformation required by this item is contained in Management’s Discussion andAnalysis of Financial Condition and Results of Operations on pages 23 through30 and Note (1) pages 36, 37 and 38 of the Annual Report, and is incorporatedherein by reference. 

 

**ITEM 7A - QUANTITATIVE AND QUALITATIVEDISCLOSURES ABOUT MARKET RISK**

 

Theinformation required by this Item is contained on page 29 of the Annual Reportunder the caption “Market Risks,” and is incorporated herein byreference.  At November 30, 2003, the Company had foreign currencyforward contracts with an aggregate fair value and face value of $9,468,000 and$9,367,000, respectively. In January 2003, the Company finalized athree-year, floating rate, revolving credit facility which permits borrowingsup to $100,000,000, and issued seven-year notes payable totaling $50,000,000 ata fixed rate of 5.36%.  Future debt maturities are as follows:

 
|                                                                       |   |                        |   | **Total  Outstanding  As of November 30, 2003** |   |
|----------------------------------------------------------------------------|--------|-----------------------------|--------|------------------------------------------------------|--------|
|                                                                       |   | **Expected Maturity  Date** |   | **Recorded**                                         |   | **Fair** |   |
|                                                                       |   | **2004**                    |   | **2005**                                             |   | **2006** |   | **2007** |   | **2008** |   | **Thereafter** |   | **Value** |   | **Value** |   |
| Liabilities                                                                |   |                        |   |                                                 |   |   |   |   |   |   |   |   |   |   |   |   |   |
| (US$ in thousands)                                                         |   |                        |   |                                                 |   |   |   |   |   |   |   |   |   |   |   |   |   |
| Long Term Debt:                                                            |   |                        |   |                                                 |   |   |   |   |   |   |   |   |   |   |   |   |   |
| Fixed rate secured notes, payable in US$                                   |   | $                           | 8,333  |                                                 | $      | 8,333 |   | $ | 8,334 |   | $ | — |   | $ | — |   | $ | — |   | $ | 25,000 |   | $ | 27,095 |   |
| Average interest rate                                                      |   | 7.92                        | %      | 7.92                                                 | %      | 7.92 | % | — |   | — |   | — |   | 7.92 | % |   |   |
|                                                                       |   |                        |   |                                                 |   |   |   |   |   |   |   |   |   |   |   |   |   |
| Fixed rate secured notes, payable in US$                                   |   | —                      |   | 10,000                                               |   | 10,000 |   | 10,000  |   | 10,000 |   | 10,000 |   | 50,000 |   | 50,358 |   |
| Average interest rate                                                      |   | —                      |   | 5.36                                                 | %      | 5.36 | % | 5.36 | % | 5.36 | % | 5.36 | % | 5.36 | % |   |   |
|                                                                       |   |                        |   |                                                 |   |   |   |   |   |   |   |   |   |   |   |   |   |
| Variable-rate, foreign bank revolving  credit facilities, payable in Euros |   | —                      |   | —                                               |   | 3,677 |   | — |   | — |   | — |   | 3,677 |   | 3,677 |   |
| Average interest rate                                                      |   | —                      |   | —                                               |   | 4.75 | % | — |   | — |   | — |   | 4.75 | % |   |   |
|                                                                       |   |                        |   |                                                 |   |   |   |   |   |   |   |   |   |   |   |   |   |
| Variable-rate industrial development bonds,  payable in US$                |   | —                      |   | —                                               |   | — |   | — |   | — |   | 7,200 |   | 7,200 |   | 7,200 |   |
| Average interest rate                                                      |   | —                      |   | —                                               |   | — |   | — |   | — |   | 1.20 | % | 1.20 | % |   |   |
|                                                                       |   |                        |   |                                                 |   |   |   |   |   |   |   |   |   |   |   |   |   |
| Variable-rate industrial development bonds,  payable in US$                |   | —                      |   | —                                               |   | — |   | — |   | — |   | 8,500 |   | 8,500 |   | 8,500 |   |
| Average interest rate                                                      |   | —                      |   | —                                               |   | — |   | — |   | — |   | 1.35 | % | 1.35 | % |   |   |
|                                                                            |        |                             |        |                                                      |        |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |

 

9

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**ITEM 8 - FINANCIAL STATEMENTS ANDSUPPLEMENTARY DATA**

 

The Consolidated FinancialStatements as of November 30, 2003 and for the year endedNovember 30, 2003 and the report thereon of PricewaterhouseCoopers LLPdated February 4, 2004, comprising pages 31 through 49 of the AnnualReport, are incorporated herein by reference. Additionally, the last sentenceon page 45 of the Annual Report, as incorporated herein, should be replacedwith the following:  “The Companyexpects to contribute $3,547,000 to the U.S. pension plans by August 15, 2004,and also expects to contribute $1,105,000 each quarter beginning March 15,2004.”  The Consolidated FinancialStatements for the years ended November 30, 2002 and 2001 are alsoincluded on pages 31 through 49 of the Annual Report and are incorporated hereinby reference.  The report of Deloitte & Touche LLP datedFebruary 3, 2003, (February 24, 2004 as to the effects of the stocksplit described in Note 16) on such 2002 and 2001 financial statements, isincluded herein as Exhibit 99. 

 

**ITEM 9 - CHANGES IN AND DISAGREEMENTS WITHACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE**

 

Effective May21, 2003, the Company replaced Deloitte & Touche LLP (“DT”) as itsindependent accountants.

 

The reports ofDT on the Company’s financial statements for fiscal years 2002 and 2001 did notcontain an adverse opinion or a disclaimer of opinion, nor were they qualifiedor modified as to uncertainty, audit scope, or accounting principles.

 

The decisionto replace DT was recommended by the Company’s Audit Committee and approved byits Board of Directors.

 

During fiscalyears 2002 and 2001 and the subsequent interim period, there were nodisagreements with DT on any matter of accounting principles or practices,financial statement disclosure, or auditing scope or procedure, whichdisagreements, if not resolved to the satisfaction of DT would have caused itto make reference to the subject matter of the disagreement(s) in connectionwith its report.

 

During fiscalyears 2002 and 2001 there were no reportable events (as defined in Item304(a)(1)(v) of Securities and Exchange Commission Regulation S-K).

 

Effective, May21, 2003, the Board of Directors of the Company engaged PricewaterhouseCoopersLLP as the independent accountants to audit the Company’s financial statementsfor the fiscal year ended November 30, 2003. No other event requiringdisclosure has occurred.

 

**ITEM 9A - CONTROLS AND PROCEDURES**

 

Theconsolidated financial statements included in the Annual Report andincorporated by reference herein were prepared by management, which isresponsible for their fairness, integrity, and objectivity.  Theconsolidated financial statements have been prepared in accordance withaccounting principles generally accepted in the United States of America, andinclude amounts based on management’s reasonable estimates and judgments. The other financial information contained in this report has been prepared in amanner consistent with the preparation of the consolidated financialstatements.

 

Management has established, maintains and necessarily relies on the Company’s system ofinternal controls and disclosure controls. This system is designed to providereasonable, but not absolute, assurance that a) the Company’s transactions areproperly authorized, b) the Company’s assets are safeguarded againstunauthorized or improper use, and c) the Company’s transactions are properlyrecorded and reported.  The concept of reasonable assurance is based onthe recognition that in any system of controls there are certain inherentlimitations and that the cost of such systems should not exceed the benefits tobe derived.

 

10

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A controlsystem, no matter how well conceived and operated, cannot provide absoluteassurance that the objectives of the control system will be met. No evaluationof controls can provide absolute assurance that all control issues andinstances of fraud, if any, within the Company will be detected. Judgments indecision-making can be faulty, and breakdowns can occur because of simple erroror mistake. Additionally, any control can be circumvented by the individualacts of some persons, by collusion, or by management override of the control.Any system of controls is based in part upon certain assumptions about thelikelihood of future events, and there can be no assurance that any system ofcontrols will succeed under all potential future conditions. Controls maybecome inadequate because of changes in conditions, or the degree of compliancewith the policies or procedures may deteriorate.  Because of the inherentlimitations in a cost-effective control system, misstatements due to error orfraud may occur and not be detected.

 

The Company’sdisclosure controls and procedures are designed to ensure that informationrequired to be disclosed in the Company’s periodic filings made in accordancewith the rules and regulations promulgated by the U.S. Securities and ExchangeCommission (the “Commission”) is (a) recorded, processed, accumulated andsummarized within the time periods specified by the Commission, (b)communicated to the Company’s management, including its chief executive andfinancial officers, as appropriate to allow timely decisions regarding requireddisclosure, and (c) presented in the Company’s periodic filings in a manner thatfairly portrays the information being presented (i) in light of all availablefacts and circumstances relating to the matters disclosed, and (ii) inconformity with the disclosure requirements promulgated by the Commission.

 

The Companycarried out an evaluation, under the supervision and with the participation ofthe Company’s management, including the Company’s Chief Executive Officer andChief Financial Officer, of the Company’s disclosure controls and procedures asof November 30, 2003 pursuant to Exchange Act Rule 13a-14. Based upon thatevaluation, the Chief Executive Officer and Chief Financial Officer concludedthat the Company’s disclosure controls and procedures are effective in timelyalerting them to material information relating to the Company (including itsconsolidated subsidiaries) required to be included in the Company’s periodicSecurities and Exchange Commission filings. No significant changes were made inthe Company’s internal controls or in other factors that could significantly affectthese controls subsequent to November 30, 2003.

 

**PART III**

 

**ITEM 10 - DIRECTORS AND EXECUTIVE OFFICERS OFTHE REGISTRANT**

 

Informationwith respect to the directors is set forth under the section entitled,“Election of Directors” in the Company’s Proxy Statement. Such information isincorporated herein by reference.  The Board of Directors of the Companyhas a separately-designated standing audit committee established in accordancewith section 3(a)(58)(A) of the Securities Exchange Act.  The membersof that audit committee are identified in the Company’s Proxy Statement underthe section captioned “The Board and its Committees”.  Suchinformation is incorporated herein by reference.  The Board of Directorshas not determined that any of the members of its audit committee is an “auditcommittee financial expert” as defined in Item 401(h)(2) of Regulation S-K.

 

Informationwith respect to the executive officers who are not directors of the Company islocated in Part I, Item 4 of this report.

 

Informationregarding delinquent filers pursuant to Item 405 of Regulation S-K is containedin the Company’s Proxy Statement.  Such information is incorporated hereinby reference.

 

11

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The Companyhas adopted a Code of Business Conduct and Ethics (the “Code”) that applies todirectors, officers and employees of the Company, including its principalexecutive officer, principal financial officer, principal accounting officer orcontroller, or persons performing similar functions.  Copies of the Code,as well as each of the Company’s Corporate Governance Guidelines and chartersof the Audit, the Compensation & Stock Option and Nominating &Corporate Governance committees of its Board of Directors are available on theCompany’s website, located at www.ameron.com, and are available in print tostockholders upon written request to the Secretary of the Company at theCompany’s headquarters address.

 

**ITEM 11 - EXECUTIVE COMPENSATION***

 

**ITEM 12 - SECURITY OWNERSHIP OF CERTAINBENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS***

 

**ITEM 13 - CERTAIN RELATIONSHIPS AND RELATEDTRANSACTIONS***

 

**ITEM 14 - PRINCIPAL ACCOUNTANT’S FEES ANDSERVICES ***

 

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*Theinformation required by Items 11, 12, 13 and 14 is contained in the Company’s ProxyStatement. Such information is incorporated herein by reference.

 

**PART IV**

 

**ITEM 15 - EXHIBITS, FINANCIAL STATEMENTSCHEDULES, AND REPORTS ON FORM 8-K**

 

(a) (1)FINANCIAL STATEMENTS:

 

The financialstatements to be filed hereunder are cross-referenced, in the index immediatelyfollowing, to the Annual Report, as to sections incorporated herein byreference.

 

**INDEX TO FINANCIAL STATEMENTS**

 
| **Statement**                                                                                                    |   | **Page Reference  To Annual Report** |   |
|------------------------------------------------------------------------------------------------------------------|--------|--------------------------------------|--------|
|                                                                                                             |   |                                 |   |
| Consolidated Statements of  Income for the years ended November 30, 2003, 2002 and 2001                     |   | 31                                   |   |
|                                                                                                             |   |                                 |   |
| Consolidated Balance  Sheets as of November 30, 2003 and 2002                                               |   | 32-33                                |   |
|                                                                                                             |   |                                 |   |
| Consolidated Statements of  Stockholders’ Equity for the years ended November 30, 2003, 2002 and  2001 |   | 34                                   |   |
|                                                                                                             |   |                                 |   |
| Consolidated Statements of  Comprehensive Income for the years ended November 30, 2003, 2002 and  2001      |   | 34                                   |   |
|                                                                                                             |   |                                 |   |
| Consolidated Statements of  Cash Flows for the years ended November 30, 2003, 2002 and 2001                 |   | 35                                   |   |
|                                                                                                             |   |                                 |   |
| Notes to Consolidated  Financial Statements                                                                      |   | 36-48                                |   |
|                                                                                                             |   |                                 |   |
| Report of Independent Auditors                                                                                   |   | 49                                   |   |

 

12

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(a) (2)FINANCIAL STATEMENT SCHEDULES:

 

The followingadditional financial data should be read in conjunction with the consolidatedfinancial statements in the Annual Report. Schedules not included with thisadditional financial data have been omitted because they are either notapplicable, not required, not significant, or the required information isprovided in the consolidated financial statements in the Annual Report.

 
| **SCHEDULE** |   | **SCHEDULES OF AMERON** |
|--------------|--------|-------------------------|
|         | I      |                    | Report of Independent  Auditors on Financial Statement Schedule |
|         | II     |                    | Valuation and Qualifying  Accounts and Reserves |

 

(a) (3) EXHIBITS

 
| **EXHIBIT** |   | **EXHIBITS OF AMERON** |
|-------------|--------|------------------------|
|        | 3(i)   |                   | Certificate of  Incorporation |
|        | 3(ii)  |                   | Bylaws |
|        | 4      |                   | Instruments Defining the  Rights of Security Holders, Including Indentures |
|        | 10     |                   | Material Contracts |
|        | 13     |                   | Annual Report |
|        | 21     |                   | Subsidiaries of the  Registrant |
|        | 23.1   |                   | Consent of  PricewaterhouseCoopers LLP |
|        | 23.2   |                   | Consent of Deloitte &  Touche LLP |
|        | 31.1   |                   | Section 302 Certification  of Chief Executive Officer |
|        | 31.2   |                   | Section 302  Certification of Chief Financial Officer |
|        | 32     |                   | Section 906  Certification of Chief Executive Officer and Chief Financial Officer |
|        | 99     |                   | Reports of Previous  Independent Public Accountants |

 

b) REPORTS ONFORM 8-K

 

Two reports onForm 8-K were filed by the Company during the last quarter of the fiscal yearended November 30, 2003 as follows:

 

September 24,2003 reporting under Item 5, the declaration of a quarterly dividend of 20cents per share of common stock for the Company’s third quarter endedAugust 31, 2003.

 

September 25,2003 reporting under Item 7, the financial results for the Company’s thirdquarter ended August 31, 2003.

 

**SCHEDULE I****-****REPORTOF INDEPENDENT AUDITORS ON FINANCIAL STATEMENT SCHEDULE**

 

To the Boardof Directors and Stockholders of Ameron International Corporation:

 

Our audit ofthe consolidated financial statements referred to in our report datedFebruary 4, 2004 appearing in the 2003 Annual Report to Stockholders ofAmeron International Corporation (which report and consolidated financialstatements are incorporated by reference in this Annual Report on Form 10-K)also included an audit of the financial statement schedule for the yearended November 30, 2003 listed in Item 15(a)(2) of this Form 10-K. In our opinion, this financial statement schedule presents fairly, in allmaterial respects, the information set forth therein when read in conjunctionwith the related consolidated financial statements.

 
| /s/PricewaterhouseCoopers  LLP |
|--------------------------------|
| Los Angeles,  California       |   |
| February 4,  2004         |

 

13

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**AMERON INTERNATIONAL CORPORATION ANDCONSOLIDATED SUBSIDIARIESSCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS AND RESERVESFOR THE YEAR ENDED NOVEMBER 30, 2003**

(In thousands)

 
| **Classification**                        |   | **Balance at  Beginning  of Year** |   | **Additions  Charged  to Costs  and  Expense** |   | **Deductions,  Payments  and  Write-offs** |   | **Reclassifications  and Other** |   | **Balance at  End  of Year** |   |
|-------------------------------------------|--------|------------------------------------|--------|------------------------------------------------|--------|--------------------------------------------|--------|----------------------------------|--------|------------------------------|--------|
| DEDUCTED FROM ASSET ACCOUNTS              |   |                               |   |                                           |   |                                       |   |                             |   |                         |   |
|                                      |   |                               |   |                                           |   |                                       |   |                             |   |                         |   |
| Allowance for doubtful accounts           |   | $                                  | 6,652  |                                           | $      | 3,071                                      |   | $                                | (1,668 | )                            | $      | 113 |   | $ | 8,168 |   |
|                                      |   |                               |   |                                           |   |                                       |   |                             |   |                         |   |
| INCLUDED IN CURRENT LIABILITIES           |   |                               |   |                                           |   |                                       |   |                             |   |                         |   |
|                                      |   |                               |   |                                           |   |                                       |   |                             |   |                         |   |
| Reserve for pending claims and litigation |   | $                                  | 1,051  |                                           | $      | 557                                        |   | $                                | (162   | )                            | $      | 3,101 |   | $ | 4,547 |   |
|                                      |   |                               |   |                                           |   |                                       |   |                             |   |                         |   |
| Reserve for product warranty              |   | 4,257                              |   | 2,631                                          |   | (3,158                                     | )      | 40                               |   | 3,770                        |   |
|                                      |   |                               |   |                                           |   |                                       |   |                             |   |                         |   |
| Other reserves                            |   | 236                                |   | (31                                            | )      | (41                                        | )      | 12                               |   | 176                          |   |
|                                      |   |                               |   |                                           |   |                                       |   |                             |   |                         |   |
| Reserve for self-insured programs         |   | 14,222                             |   | 5,204                                          |   | (4,935                                     | )      | 497                              |   | 14,988                       |   |

 

14

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**AMERON INTERNATIONAL CORPORATION ANDCONSOLIDATED SUBSIDIARIESSCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS AND RESERVESFOR THE YEAR ENDED NOVEMBER 30, 2002**

(In thousands)

 
| **Classification**                        |   | **Balance at  Beginning  of Year** |   | **Additions  Charged  to Costs  and  Expense** |   | **Deductions,  Payments  and  Write-offs** |   | **Reclassifications  and Other** |   | **Balance at  End  of Year** |   |
|-------------------------------------------|--------|------------------------------------|--------|------------------------------------------------|--------|--------------------------------------------|--------|----------------------------------|--------|------------------------------|--------|
| DEDUCTED FROM ASSET ACCOUNTS              |   |                               |   |                                           |   |                                       |   |                             |   |                         |   |
|                                      |   |                               |   |                                           |   |                                       |   |                             |   |                         |   |
| Allowance for doubtful accounts           |   | $                                  | 6,699  |                                           | $      | 1,300                                      |   | $                                | (1,496 | )                            | $      | 149 |   | $ | 6,652 |   |
|                                      |   |                               |   |                                           |   |                                       |   |                             |   |                         |   |
| INCLUDED IN CURRENT LIABILITIES           |   |                               |   |                                           |   |                                       |   |                             |   |                         |   |
|                                      |   |                               |   |                                           |   |                                       |   |                             |   |                         |   |
| Reserve for pending claims and litigation |   | $                                  | 8,227  |                                           | $      | 210                                        |   | $                                | (3,170 | )                            | $      | 41 |   | $ | 5,308 |   |
|                                      |   |                               |   |                                           |   |                                       |   |                             |   |                         |   |
| Other reserves                            |   | 292                                |   | —                                         |   | (66                                        | )      | 10                               |   | 236                          |   |
|                                      |   |                               |   |                                           |   |                                       |   |                             |   |                         |   |
| Reserve for self-insured programs         |   | 14,223                             |   | 3,833                                          |   | (3,834                                     | )      | —                           |   | 14,222                       |   |

 

15

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**AMERON INTERNATIONAL CORPORATION ANDCONSOLIDATED SUBSIDIARIESSCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS AND RESERVESFOR THE YEAR ENDED NOVEMBER 30, 2001**(In thousands)

 
| **Classification**                        |   | **Balance at  Beginning  of Year** |   | **Additions  Charged  to Costs  and  Expense** |   | **Deductions,  Payments  and  Write-offs** |   | **Reclassifications  and Other** |   | **Balance at  End  of Year** |   |
|-------------------------------------------|--------|------------------------------------|--------|------------------------------------------------|--------|--------------------------------------------|--------|----------------------------------|--------|------------------------------|--------|
| DEDUCTED FROM ASSET ACCOUNTS              |   |                               |   |                                           |   |                                       |   |                             |   |                         |   |
|                                      |   |                               |   |                                           |   |                                       |   |                             |   |                         |   |
| Allowance for doubtful accounts           |   | $                                  | 6,616  |                                           | $      | 1,738                                      |   | $                                | (1,649 | )                            | $      | (6 | ) | $ | 6,699 |   |
|                                      |   |                               |   |                                           |   |                                       |   |                             |   |                         |   |
| INCLUDED IN CURRENT LIABILITIES           |   |                               |   |                                           |   |                                       |   |                             |   |                         |   |
|                                      |   |                               |   |                                           |   |                                       |   |                             |   |                         |   |
| Reserve for pending claims and litigation |   | $                                  | 13,744 |                                           | $      | 1,362                                      |   | $                                | (6,864 | )                            | $      | (15 | ) | $ | 8,227 |   |
|                                      |   |                               |   |                                           |   |                                       |   |                             |   |                         |   |
| Other reserves                            |   | 217                                |   | 151                                            |   | (75                                        | )      | (1                               | )      | 292                          |   |
|                                      |   |                               |   |                                           |   |                                       |   |                             |   |                         |   |
| Reserve for self-insured programs         |   | 12,620                             |   | 5,047                                          |   | (3,438                                     | )      | (6                               | )      | 14,223                       |   |

 

16

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Pursuant tothe requirements of Section 13 or 15(d) of the Securities Exchange Act of1934, the Registrant has duly caused this report to be signed on its behalf bythe undersigned, thereunto duly authorized.

 

**AMERON INTERNATIONAL CORPORATION**

 
| *By:*  | *   /s/ Javier Solis*                  |   |
|--------|-------------------------------------------------------|--------|
|   | *Javier Solis, Senior Vice President & Secretary* |

 

Date:February 24, 2004

 

Pursuant tothe requirements of the Securities Exchange Act of 1934, this report has beensigned below by the following persons on behalf of the Registrant and in thecapacities and on the dates indicated.

 

 
|                           |                  |   |                                  |
|--------------------------------|-----------------------|--------|---------------------------------------|
| *Date: 2–24**–04*    | */s/ James S. Marlen* |   | *Director, Chairman of the Board,*    |
|                           | *James S. Marlen*     |   | *President and Chief Executive*       |
|                           |                  |   | *Officer (Principal Executive*        |
|                           |                  |   | *Officer)*                            |
|                           |                  |   |                                  |
| *Date: 2–24**–04*    | */s/ Gary Wagner*     |   | *Senior Vice President & Chief*   |
|                           | *Gary Wagner*         |   | *Financial Officer (Principal*        |
|                           |                  |   | *Financial & Accounting Officer)* |
|                           |                  |   |                                  |
| *Date: 2–  –04* |                  |   | *Director*                            |
|                           | *Peter K. Barker*     |   |                                  |
|                           |                  |   |                                  |
| *Date: 2–26–04*      | /s/ *David Davenport* |   | *Director*                            |
|                           | *David Davenport*     |   |                                  |
|                           |                  |   |                                  |
| *Date: 2–24–04*      | */s/ Michael Hagan*   |   | *Director*                            |
|                           | *J. Michael Hagan*    |   |                                  |
|                           |                  |   |                                  |
| *Date: 2–23–04*      | */s/ Terry Haines*    |   | *Director*                            |
|                           | *Terry L. Haines*     |   |                                  |
|                           |                  |   |                                  |
| *Date: 2–23–04*      | */s/ John King*       |   | *Director*                            |
|                           | *John F. King*        |   |                                  |
|                           |                  |   |                                  |
| *Date: 2–  –04* |                  |   | *Director*                            |
|                           | *Thomas L. Lee*       |   |                                  |
|                           |                  |   |                                  |
| *Date: 2–24**–04*    | /s/ *John Peppercorn* |   | *Director*                            |
|                           | *John E. Peppercorn*  |   |                                  |
|                           |                  |   |                                  |
| *Date: 2–  –04* |                  |   | *Director*                            |
|                           | *Dennis C. Poulsen*   |   |                                  |

 

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