**United StatesSECURITIES AND EXCHANGE COMMISSION**

 

**Washington, D.C. 20549**

 

**FORM 10-K**

 

| **(Mark One)** |
|----------------|
| ** **     | **ý**** ANNUAL REPORT  PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES** | ** ** |
|           | **EXCHANGE  ACT OF 1934** |   |
|           |   |   |
|           | **For the fiscal year ended November 30,  2004** |   |
|           |   |   |
|           | **OR** |   |
|           |   |   |
| ** **     | **o**** TRANSITION  REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES** | ** ** |
|           | **EXCHANGE  ACT OF 1934** |   |

 

| **Commission file number 1-9102**                       |
|---------------------------------------------------------|
|                                                    |
| **AMERON  INTERNATIONAL CORPORATION**                   |
| (Exact name of registrant as specified in  its charter) |

 
| **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 TO  SECTION 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                         |       |

 

**SECURITIES REGISTERED PURSUANT TOSECTION 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 filingrequirements for 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.  ý

 

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 $255 million on May 30, 2004, based upon the last reported salesprice of such stock on the New York Stock Exchange on that date.

 

OnFebruary 8, 2005 there were 8,425,871 shares of Common Stock, $2.50 parvalue, outstanding. No other class of Common Stock exists.

 

**DOCUMENTS INCORPORATED BY REFERENCE**

 

1. PORTIONS OFAMERON’S 2004 ANNUAL REPORT TO STOCKHOLDERS (PARTS I, II AND IV).

2. PORTIONS OFAMERON’S PROXY STATEMENT FOR THE 2005 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, 2004.  All references to the “AnnualReport” pertain to the Company’s 2004 Annual Report to Stockholders. All references to the “Proxy Statement” pertain to the Company’s ProxyStatement to be filed on or about February 23, 2005 in connection with the2005 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 40, 41, 42, 43, 52 and 53 of the Annual Report isincorporated herein by reference.

 

(c) NARRATIVEDESCRIPTION OF BUSINESS.

 

(1) Forgeographical and operational convenience, the Company is organized into divisions.These divisions are combined into groups serving various industry segments, asfollows:

 

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a) ThePerformance Coatings & Finishes Group develops, manufactures and marketshigh-performance coatings and surfacer systems on a worldwide basis. These productsare utilized for the preservation of structures, such as metallic and concretefacilities and equipment, to prevent degradation by corrosion, abrasion, marinefouling and other forms of chemical and physical attack. The primary marketsserved include marine, offshore, petrochemical, power generation, petroleum,chemical, steel, pulp and paper, railroad, bridge, mining, metal processing andoriginal equipment manufacturing. These products are marketed by direct sales,as well as through manufacturers’ representatives, distributors and licensees.Competition is based upon quality, price and service. Manufacture of theseproducts is carried out in the Company’s plant in Arkansas, by wholly-ownedsubsidiaries in the Netherlands, the United Kingdom, Australia and New Zealand,by a joint venture in Saudi Arabia 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 directly, as well as throughmanufacturers’ representatives, distributors and licensees. Competition isbased upon quality, price and service. Manufacture of these products is carriedout in the Company’s plant in Texas, by its wholly-owned domestic subsidiary,Centron International Inc. (“Centron”), at its plant in Texas, by wholly-ownedsubsidiaries in the Netherlands, Singapore, and Malaysia, by a joint venture inSaudi 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 marketeddirectly 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 U.S., state or local government agencies and/orgeneral contractors for those agencies can reach those proportions. Besidescompeting with several other welded steel pipe and concrete pipe manufacturerslocated in the market area, alternative products such as ductile iron, plastic,and clay pipe 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 directly and through 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 iscarried out in the Company’s plant in California. This segment also includesengineered design, fabrication and direct sale of specialized proprietaryequipment which is outside the regular business of the other segments of theCompany’s businesses. Competition for such work is based upon quality, priceand service.

 

3

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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 trafficsignals nationwide. Ample raw materials are available locally in Hawaii. As torock products, the Company has exclusive rights to quarries containing manyyears’ reserves. There is only one major source of supply for cement in Hawaii.Within the market area there are competitors for each of the segment’sproducts. No single competitor offers the full range of products sold by theCompany in Hawaii. An appreciable portion of the segment’s business is obtainedthrough competitive 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 forservice and delivery. Poles are manufactured in two plants in California, aswell as in plants in Washington, Oklahoma and Alabama.

 

e) The Companyhas four significant, partially-owned affiliated companies (“joint ventures”): Ameron Saudi Arabia, Ltd. (“ASAL”), Bondstrand, Ltd. (“BL”), Oasis-Ameron, Ltd.(“OAL”) and TAMCO.  ASAL, owned 30% by the Company, manufactures and sellsconcrete pressure pipe and provides steel pipe lining and coating services tocustomers in Saudi Arabia.  BL, owned 40% by Ameron, manufactures andsells glass reinforced epoxy pipe and fittings in Saudi Arabia.  OAL, 40%owned by the Company, sells protective and architectural coatings in SaudiArabia.  TAMCO, 50% owned by the Company, operates a steel mini-mill inCalifornia, used for the production of reinforcing bar sold into constructionmarkets in the western U.S.  ASAL is included under the Water TransmissionGroup segment.  BL is in the Fiberglass-Composite Pipe Group, and OAL isin the Performance Coatings & Finishes Group.  TAMCO is not includedin the four operating groups.

 

The Companybenefits from the payment of dividends and certain 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 unrest 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 four and eight times annually. Average days’ sales inaccounts receivable range between 42 and 154 for all segments.

 

(v) The valueof backlog orders at November 30, 2004 and 2003 by industry segment isshown below. A substantial portion of the November 30, 2004 backlog isexpected to be billed and recorded as sales during 2005.  The onlynoteworthy change in backlog relates to the Water Transmission Group.  TheWater Transmission Group’s backlog increased by about $55 million at the end of2004 due to the award of a series of orders totaling approximately $76 millionfor a major sewer upgrade program for the Sacramento County Regional SanitationDistrict in California and award of a major order for water distribution pipingtotaling about $25 million for the Metropolitan Water District of SouthernCalifornia.  The backlog, excluding suchlarger projects, is lower than in recent years due to a cyclical slowdown inthe water market in the western U.S.

 

 
| **SEGMENT**                               | ** ** | **2004**           | ** ** | **2003** | ** ** |
|-------------------------------------------|------------|--------------------|------------|----------|------------|
| ** **                                | ** ** | **(in thousands)** | ** ** |
| Performance Coatings & Finishes Group |       | $                  | 6,209      |     | $          | 9,039 |   |
| Fiberglass-Composite Pipe Group           |       | 28,914             |       | 26,145   |       |
| Water Transmission Group                  |       | 154,747            |       | 100,075  |       |
| Infrastructure Products Group             |       | 27,935             |       | 25,597   |       |
| Total                                     |       | $                  | 217,805    |     | $          | 160,856 |   |

 

(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 change in 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.  Fromtime to time, the Company borrows in various currencies to reduce the level ofnet assets subject to changes in foreign exchange rates or purchases foreignexchange forward and option contracts to hedge firm commitments, such asreceivables and payables, denominated in foreign currencies.  The Company does not typically hedgeanticipated sales or items subject to translation adjustments, such aslong-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 40 of the Annual Report, and isincorporated herein by reference.

 

b) The Company’sbusiness is not dependent on any single customer or few customers, the loss ofany one or more of whom would have a material adverse effect on its business.

 

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

 

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locally-enactedprovisions relating to protection of the environment is not having, and is notexpected to have, a material effect upon the Company’s capital expenditures,earnings, or competitive position.

 

d) At year-endthe Company and its consolidated subsidiaries employed approximately 2,800persons. Of those, approximately 1,000 were covered by labor union contracts.Three separate bargaining agreements are subject to renegotiation in 2005.

 

(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 40, 41, 42, 43, 52 and 53 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** | ** ** |
|------------|------------|------------------|------------|
| 2004       |       | $                | 20,824     |   |
| 2003       |       | 25,095           |       |
| 2002       |       | 26,372           |       |
|            |            |                  |            |  |

 

(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 the Company’soperations on Oahu, Hawaii; and, in management’s opinion, rock reserves areadequate 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                  |       |
| 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 |   |
| Long Beach, CA                       |   | *Office            |   |

 

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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 is generallynot aware of the extent of injuries allegedly suffered by the individuals orthe facts 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 Statement ofFinancial Accounting Standards (“SFAS”) No. 5, “Accounting for Contingencies.” The Company continues to vigorously defend all such lawsuits.  As ofNovember 30, 2004, the Company was a defendant in asbestos-related casesinvolving 18,298 claimants, compared to 17,447 claimants as ofNovember 30, 2003.  The Company is not in a position to estimate thenumber of additional claims that may be filed against it in the future. For the fiscal year ended November 30, 2004, there were new claimsinvolving 1,633 claimants, dismissals and/or settlements involving 782 claimantsand no judgments.  Net costs and expenses incurred by the Company for thefiscal year ended November 30, 2004 in connection with asbestos-relatedclaims were less than $.5 million.

 

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, 2004, the Company was a defendant in silica-related casesinvolving 8,226 claimants, compared to 6,847 claimants as of November 30,2003.  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, 2004, there were new claims involving 1,966claimants, dismissals and/or settlements involving 587 claimants and nojudgments.  Net costs and expenses incurred by the Company for thefiscal year ended November 30, 2004 in connection with silica-relatedclaims were about $.4 million.

 

In April 2003 the Company wasserved with a complaint in an action brought by J. Ray McDermott, Inc., J. RayMcDermott, S.A. and SparTEC, Inc. (collectively “McDermott”) in the DistrictCourt of Harris County, Texas against the Company and two co-defendants, inconnection with certain coatings supplied by the defendants in 2002 for anoffshore production facility known as a SPAR being constructed by McDermott forDominion Exploration and Production, Inc. and Pioneer Natural Resources USA,Inc. (collectively “Dominion”). McDermott alleges that the Company’s co-defendants improperly supplied

 

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coatings which contained lead and/or leadchromate, and that as a result the Company and its co-defendants are liable toMcDermott for all costs associated with removal and replacement of thosecoatings. McDermott’s petition as filed alleged a claim for damages in anunspecified amount; however, McDermott’s economic expert subsequently estimatedMcDermott’s damages at approximately $21 million, a figure which the Companycontests.  Trial of this matter isexpected in August 2005.  The Companybelieves that it has meritorious defenses to this action.  Based upon the information available to it atthis time, the Company is not in a position to evaluate the ultimate outcome ofthis matter.

 

Separately, in May 2003,Dominion brought an action against the Company in Civil District Court for theParish of Orleans, Louisiana as owners of the SPAR seeking additional damagesallegedly sustained by Dominion resulting from delays in McDermott’s deliveryof the SPAR caused by the removal and replacement of coatings containing leadand/or lead chromate.  Dominion contendsthat the Company made certain misrepresentations and warranties to Dominionconcerning the lead-free nature of those coatings.  Dominion’s petition as filed alleged a claimfor damages in an unspecified amount; however, Dominion’s economic expertrecently estimated Dominion’s damages at approximately $128 million, a figurewhich the Company contests.  This matteris in discovery and no trial date has yet been established.  The Company believes that it has meritoriousdefenses to this action.   Based upon theinformation available to it at this time, the Company is not in a position toevaluate the ultimate outcome of this matter.

 

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 2004 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, 2004 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      |       | 57      |       | Vice  President-Research & Engineering                                         |       | 2003 |   |
|                    |       |    |       |                                                                               |       |   |   |
| Thomas P. Giese         |       | 60      |       | Vice  President; Group President, Water Transmission Group                         |       | 1997 |   |
|                    |       |    |       |                                                                               |       |   |   |
| James R. McLaughlin     |       | 57      |       | Vice  President-Treasurer & Controller                                         |       | 1997 |   |
|                    |       |    |       |                                                                               |       |   |   |
| Terrence P. O’Shea |       | 58      |       | Vice  President-Human Resources                                                    |       | 2003 |   |
|                    |       |    |       |                                                                               |       |   |   |
| Javier Solis            |       | 58      |       | Senior Vice  President of Administration, Secretary & General Counsel          |       | 1984 |   |
|                    |       |    |       |                                                                               |       |   |   |
| William M. Smith        |       | 49      |       | Senior Vice  President, Operations; Group President, Infrastructure Products Group |       | 2004 |   |
|                    |       |    |       |                                                                               |       |   |   |
| Gary Wagner             |       | 53      |       | Senior Vice  President & Chief Financial Officer                               |       | 1990 |   |

 

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

 

9

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**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 8, 2005, there were 1,124 stockholders ofrecord of such stock. Information regarding stock compensation plans iscontained in Note (12) on page 46 of the Annual Report, and is incorporatedherein by reference.

 

10

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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 page 52of 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 25 through 34 and Note (10) on pages 44 and 45 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**** | ** ** |
|-----------------------|------------|----------------------------------------------------------|------------|----------------------------------------------------|------------|--------------------------------------------------------------------------------------------------------|------------|----------------------------------------------------------------------------------------------------------------------------------------------|------------|
| 8/30/04 thru 9/26/04  |       | —                                                   |       | N/A                                                |       | —                                                                                                 |       | N/A                                                                                                                                          |       |
| 9/27/04 thru 10/31/04 |       | —                                                   |       | N/A                                                |       | —                                                                                                 |       | N/A                                                                                                                                          |       |
| 11/1/04 thru 11/30/04 |       | —                                                   |       | N/A                                                |       | —                                                                                                 |       | N/A                                                                                                                                          |       |

 

----

**Shares may be repurchased bythe Company to pay taxes applicable to the vesting of employee’s restricted stock.  However, because neither the amount of suchtaxes nor the share price on the date of such repurchases are known at thistime, it is not possible to estimate the numbers of such shares that would beso repurchased.

 

**ITEM 6 - SELECTED FINANCIAL DATA**

 

Theinformation required by this item is contained in the Selected ConsolidatedFinancial Information shown on page 24 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 25 through 34and Note (1) pages 40, 41 and 42 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 32 of the Annual Reportunder the caption “Market Risks,” and is incorporated herein byreference.  At November 30, 2004, the Company had foreign currencyforward contracts with an aggregate face value and fair value of $9,774,000 and$10,221,000, respectively. In June 2004, the Company extended a floating rate,revolving credit facility which permits borrowings up to $100,000,000 at anytime until June 2008.  Future debt maturities are as follows:

 

11

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| ** **                                                                           | ** ** | ** **                 | ** ** | ** **           | ** ** | ** **      | ** ** | ** ** | ** ** | ** ** | ** ** | ** **     | ** ** | **Total Outstanding  As of November 30,  2004** | ** ** |
|--------------------------------------------------------------------------------------|------------|----------------------------|------------|----------------------|------------|-----------------|------------|------------|------------|------------|------------|----------------|------------|------------------------------------------------------|------------|
| ** **                                                                           | ** ** | **Expected Maturity Date** | ** ** | **Recorded   Value** | ** ** | **Fair  Value** | ** ** |
| ** **                                                                           | ** ** | **2005**                   | ** ** | **2006**             | ** ** | **2007**        | ** ** | **2008**   | ** ** | **2009**   | ** ** | **Thereafter** |
| Liabilities                                                                          |       |                       |       |                 |       |            |       |       |       |       |       |           |       |                                                 |       |   |   |
| (US$ in thousands)                                                              |       |                       |       |                 |       |            |       |       |       |       |       |           |       |                                                 |       |   |   |
| Long-Term Debt:                                                                      |       |                       |       |                 |       |            |       |       |       |       |       |           |       |                                                 |       |   |   |
| Fixed-rate secured notes, payable in US$                                             |       | $                          | 8,333      |                 | $          | 8,334           |       | $          | —     |       | $          | —         |       | $                                                    | —     |   | $ | — |   | $ | 16,667 |   | $ | 17,807 |   |
| Average interest rate                                                                |       | 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                                               |       | 51,809 |   |
| Average interest rate                                                                |       | 5.36                       | %          | 5.36                 | %          | 5.36            | %          | 5.36       | %          | 5.36       | %          | —         |       | 5.36                                                 | %          |   |   |
|                                                                                 |       |                       |       |                 |       |            |       |       |       |       |       |           |       |                                                 |       |   |   |
| Variable-rate, foreign bank revolving  credit facilities, payable in Columbian Pesos |       | —                     |       | —               |       | —          |       | 915        |       | —     |       | —         |       | 915                                                  |       | 915 |   |
| Average interest rate                                                                |       | —                     |       | —               |       | —          |       | 9.31       | %          | —     |       | —         |       | 9.31                                                 | %          |   |   |
|                                                                                 |       |                       |       |                 |       |            |       |       |       |       |       |           |       |                                                 |       |   |   |
| Variable-rate, domestic revolving credit  facilities, payable in US$                 |       | —                     |       | —               |       | —          |       | 10,400     |       | —     |       | —         |       | 10,400                                               |       | 10,400 |   |
| Average interest rate                                                                |       | —                     |       | —               |       | —          |       | 4.16       | %          | —     |       | —         |       | 4.16                                                 | %          |   |   |
|                                                                                 |       |                       |       |                 |       |            |       |       |       |       |       |           |       |                                                 |       |   |   |
| Variable-rate industrial development bonds,  payable in US$                          |       | —                     |       | —               |       | —          |       | —     |       | —     |       | 7,200          |       | 7,200                                                |       | 7,200 |   |
| Average interest rate                                                                |       | —                     |       | —               |       | —          |       | —     |       | —     |       | 1.86           | %          | 1.86                                                 | %          |   |   |
|                                                                                 |       |                       |       |                 |       |            |       |       |       |       |       |           |       |                                                 |       |   |   |
| Variable-rate industrial development bonds,  payable in US$                          |       | —                     |       | —               |       | —          |       | —     |       | —     |       | 8,500          |       | 8,500                                                |       | 8,500 |   |
| Average interest rate                                                                |       | —                     |       | —               |       | —          |       | —     |       | —     |       | 1.86           | %          | 1.86                                                 | %          |   |   |
|                                                                                      |            |                            |            |                      |            |                 |            |            |            |            |            |                |            |                                                      |            |  |  |  |  |  |  |  |  |  |  |

 

12

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**ITEM 8 - FINANCIAL STATEMENTS ANDSUPPLEMENTARY DATA**

 

The Consolidated FinancialStatements as of November 30, 2004 and for the year endedNovember 30, 2004 and the report thereon of PricewaterhouseCoopers LLPdated February 9, 2005, comprising pages 35 through 55 of the AnnualReport, are incorporated herein by reference.

 

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

 

Effective May 21, 2003, the Company replacedDeloitte & Touche LLP (“DT”) as its independent accountants.

 

The reports of DT on the Company’s financialstatements for fiscal years 2002 and 2001 did not contain an adverse opinion ora disclaimer of opinion, nor were they qualified or modified as to uncertainty,audit scope, or accounting principles.

 

The decision to replace DT was recommended bythe Company’s Audit Committee and approved by its Board of Directors.

 

During fiscal years 2002 and 2001 and thesubsequent interim period, there were no disagreements with DT on any matter ofaccounting principles or practices, financial statement disclosure, or auditingscope or procedure, which disagreements, if not resolved to the satisfaction ofDT would have caused it to make reference to the subject matter of thedisagreement(s) in connection with its report.

 

During fiscal years 2002 and 2001 there wereno reportable events (as defined in Item 304(a)(1)(v) of Securities andExchange Commission Regulation S-K).

 

Effective, May 21, 2003, the Board of Directorsof the Company engaged PricewaterhouseCoopers LLP as the independentaccountants to audit the Company’s financial statements for the fiscal yearended November 30, 2003. No other event requiring disclosure has occurred.

 

**ITEM 9A - CONTROLS AND PROCEDURES**

 

**Evaluation of Disclosure Controls andProcedures – Management** has established disclosure controls and procedures toensure that material information relating to the Company, including itsconsolidated subsidiaries, is made known to the officers who certify theCompany’s financial reports and to other members of senior management and theBoard of Directors.

 

     Based on their evaluation as of November 30, 2004, the principalexecutive officer and principal financial officer of the Company have concludedthat the Company’s disclosure controls and procedures (as defined inRules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934)are effective to ensure that the information required to be disclosed by theCompany in the reports that it files or submits under the Securities ExchangeAct of 1934 is recorded, processed, summarized and reported within the timeperiods specified in SEC rules and forms.

 

13

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** Management’s Report onInternal Control Over Financial Reporting –**Management is responsible for establishing andmaintaining adequate internal control over financial reporting, as such term isdefined in Exchange Act Rule 13a-15(f). Under the supervision and with theparticipation of management, including the principal executive officer andprincipal financial officer, management conducted an evaluation of theeffectiveness of internal control over financial reporting based on theframework in *Internal Control –Integrated Framework*issued by the Committee of SponsoringOrganizations of the Treadway Commission. Based on management’s evaluationunder the framework in *InternalControl – Integrated Framework,*management concluded that  internal control over financial reporting waseffective as of November 30, 2004. Management’s assessment of theeffectiveness of internal control over financial reporting as ofNovember 30, 2004 has been audited by PricewaterhouseCoopers LLP, anindependent registered public accounting firm, as stated in its reportappearing on page 54 in the 2004 Annual Report to Stockholders, which isincorporated by reference in this Annual Report on Form 10-K.

 

**PART III**

 

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

 

Informationwith respect to the directors, the Audit Committee of the Board of Directors,and the audit committee financial expert, is contained in the Company’s ProxyStatement.  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 determined that none 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.

 

14

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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 and the Nominating & Corporate Governancecommittees of its Board of Directors are available on the Company’s website,located at www.ameron.com, and are available in print to stockholdersupon written request to the Secretary of the Company at the Company’sheadquarters 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’sProxy Statement. Such information is incorporated herein by reference.

 

**PART IV**

 

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

 

(a) (1) FINANCIALSTATEMENTS:

 

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, 2004, 2003 and 2002                    |       | 35                                   |       |
|                                                                                                            |       |                                 |       |
| Consolidated Balance Sheets as of  November 30, 2004 and 2003                                              |       | 36-37                                |       |
|                                                                                                            |       |                                 |       |
| Consolidated Statements of Stockholders’  Equity for the years ended November 30, 2004, 2003 and 2002 |       | 38                                   |       |
|                                                                                                            |       |                                 |       |
| Consolidated Statements of Comprehensive  Income for the years ended November 30, 2004, 2003 and 2002      |       | 38                                   |       |
|                                                                                                            |       |                                 |       |
| Consolidated Statements of Cash Flows for  the years ended November 30, 2004, 2003 and 2002                |       | 39                                   |       |
|                                                                                                            |       |                                 |       |
| Notes to Consolidated Financial Statements                                                                      |       | 40-53                                |       |
|                                                                                                            |       |                                 |       |
| Report of Independent Registered Public  Accounting Firm                                                        |       | 54                                   |       |

 

(i)                                    Financialstatements of TAMCO, a 50-percent owned company will be filed as an amendmentunder cover of Form 8 when such financials statements are available.  Summarized information as to the financial conditionand results of operations for TAMCO are presented in Note (5) on page 43 of theAnnual Report and is incorporated herein by reference.

 

15

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(a) (2) FINANCIALSTATEMENT 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  Registered Public Accounting Firm 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          |       | Report of Previous  Independent Registered Public Accounting Firm                      |

 

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, 2004 as follows:

 

September 23,2004 reporting under Item 7, the financial results for the Company’s thirdquarter ended August 29, 2004.

 

September 24,2004 reporting under Item 5, the declaration of a quarterly dividend of 20cents per share of common stock for the Company’s third quarter endedAugust 29, 2004.

 

**SCHEDULE I****-****REPORTOF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM ON FINANCIAL STATEMENTSCHEDULE**

 

To the Boardof Directors of Ameron International Corporation:

 

Our audits ofthe consolidated financial statements, of management’s assessment of theeffectiveness of the Company’s internal control over financial reporting and ofthe effectiveness of the Company’s internal control over financial reportingreferred to in our report dated February 9, 2005 appearing in the 2004Annual Report to Stockholders of Ameron International Corporation (whichreport, consolidated financial statements and assessment are incorporated byreference in this Annual Report on Form 10-K) also included an audit of thefinancial statement schedule for the years ended November 30, 2004and 2003 listed in Item 15(a)(2) of this Form 10-K.  In our opinion, thisfinancial statement schedule presents fairly, in all material respects,the information set forth therein when read in conjunction with the relatedconsolidated financial statements.

 
| /s/PricewaterhouseCoopers  LLP |   |
|--------------------------------|--------|
| Los Angeles,  California       |
| February 9,  2005         |

 

16

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**AMERON INTERNATIONAL CORPORATION AND CONSOLIDATEDSUBSIDIARIESSCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS AND RESERVESFOR THE YEAR ENDED NOVEMBER 30, 2004**(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           |       | $                                 | 8,168      |                                          | $          | 1,991                                      |       | $                               | (3,032     | )                            | $          | 857 |   | $ | 7,984 |   |
|                                      |       |                              |       |                                          |       |                                       |       |                            |       |                         |       |
| INCLUDED IN  CURRENT LIABILITIES          |       |                              |       |                                          |       |                                       |       |                            |       |                         |       |
|                                      |       |                              |       |                                          |       |                                       |       |                            |       |                         |       |
| Reserve for pending claims and litigation |       | $                                 | 4,547      |                                          | $          | 2,358                                      |       | $                               | (3,822     | )                            | $          | — |   | $ | 3,083 |   |
|                                      |       |                              |       |                                          |       |                                       |       |                            |       |                         |       |
| Reserve for product warranty              |       | 3,770                             |       | 5,056                                         |       | (4,632                                     | )          | 103                             |       | 4,297                        |       |
|                                      |       |                              |       |                                          |       |                                       |       |                            |       |                         |       |
| Other reserves                            |       | 176                               |       | 60                                            |       | (131                                       | )          | 5                               |       | 110                          |       |
|                                      |       |                              |       |                                          |       |                                       |       |                            |       |                         |       |
| Reserve for self-insured programs         |       | 14,988                            |       | 6,736                                         |       | (5,817                                     | )          | 2                               |       | 15,909                       |       |

 

17

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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                       |       |

 

18

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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                       |       |

 

19

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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 10, 2005

 

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: 2-10-05* | */s/ James S. Marlen* | * * | *Director, Chairman of the Board,*    |
|-----------------|-----------------------|----------|---------------------------------------|
| * *        | *James S. Marlen*     | * * | *President and Chief Executive*       |
| * *        | * *              | * * | *Officer (Principal Executive*        |
| * *        |                  |     | *Officer)*                            |
|            |                  |     |                                  |
| *Date: 2-10-05* | */s/ Gary Wagner*     | * * | *Senior Vice President & Chief*   |
| * *        | *Gary Wagner*         | * * | *Financial Officer (Principal*        |
| * *        | * *              | * * | *Financial & Accounting Officer)* |
|            |                  |     |                                  |
| *Date: 2-10-05* | */s/Peter Barker*     |     | *Director*                            |
| * *        | *Peter K. Barker*     |     |                                  |
|            |                  |     |                                  |
| *Date: 2-10-05* | */s/David Davenport*  |     | *Director*                            |
| * *        | *David Davenport*     |     |                                  |
|            |                  |     |                                  |
| *Date: 2-10-05* | */s/Michael Hagan*    | * * | *Director*                            |
| * *        | *J. Michael Hagan*    |     |                                  |
|            |                  |     |                                  |
| *Date: 2-10-05* | */s/Terry Haines*     | * * | *Director*                            |
| * *        | *Terry L. Haines*     |     |                                  |
|            |                  |     |                                  |
| *Date: 2-10-05* | */s/John King*        | * * | *Director*                            |
| * *        | *John F. King*        |     |                                  |
|            |                  |     |                                  |
| *Date:*         |                  |     | *Director*                            |
| * *        | *Thomas L. Lee*       |     |                                  |
|            |                  |     |                                  |
| *Date: 2-10-05* | */s/John Peppercorn*  |     | *Director*                            |
| * *        | *John E. Peppercorn*  |     |                                  |
|            |                  |     |                                  |
| *Date: 2-10-05* | */s/Dennis Poulsen*   |     | *Director*                            |
| * *        | *Dennis C. Poulsen*   |     |                                  |

 

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