United States
 SECURITIES AND
EXCHANGE COMMISSION Washington, D.C.
20549  FORM 10-K (Mark One)  ýANNUAL REPORT PURSUANT TO SECTION 13 OR
15(d) OF THE SECURITIES EXCHANGE ACT OF 1934  For
the fiscal year ended November 30, 2001          OR  oTRANSITION 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(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 registeredCommon Stock $2.50 par value
  
  New York Stock Exchange  Securities Registered Pursuant to Section 12(g)
of the Act:None  Indicate by check mark whether the
registrant (1) has filed all reports required to be filed by Section 13 or
15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or
for such shorter period that the registrant was required to file such reports),
and (2) has been subject to such filing requirements for the past 90 days.   YesýNoo  Indicate by check mark if disclosure of
delinquent filers pursuant to Item 405 of Regulation S-K is not contained
herein, and will not be contained, to the best of registrants knowledge, in
definitive proxy or information statements incorporated by reference in Part
III of this Form 10-K or any amendment to this Form 10-K.o  The Registrant estimates that as of
February 14, 2002 the aggregate market value of the shares of its Common Stock,
$2.50 par value, held by non-affiliates of the Registrant (that is, shares
beneficially owned by other than executive officers and directors) was in
excess of $250 million.  On February 14, 2001 there were
3,873,007 shares of Common Stock, $2.50 par value outstanding.  This is the only class of Common Stock
outstanding.  Documents Incorporated by Reference  1. 
Portions of Amerons 2001 Annual Report to Stockholders (Parts I, II and
IV). 2.  Portions of Amerons Proxy Statement for the
2002 Annual Meeting of Stockholders (Part III). 
    PART I AMERON INTERNATIONAL CORPORATION  Ameron International Corporation, a Delaware corporation, and its consolidated subsidiaries are
collectively referred to herein as Ameron, the Company, the Registrant or
the Corporation unless the context clearly indicates otherwise.  The business of the Company has been divided
into business segments in Item 1(c)(1). 
Substantially all activities relate to the manufacture of highly
engineered products for sale to the industrial, chemical, energy and
construction markets.  All references to
the year or the fiscal year pertain to the 12  months ended November 30, 2001. 
All references to the Annual Report pertain to the Companys 2001
Annual Report to Stockholders.  ITEM 1 - BUSINESS  (a)           General development of business.  Although the Companys antecedents date back to 1907, it
evolved directly from the merger of two separate firms in 1929, resulting in
the incorporation of American Concrete Pipe Co. on April 22, 1929.  Various name changes occurred between that
time and 1942, at which time the Companys name became American Pipe and
Construction Co.  By the late 1960s the
Company was almost exclusively engaged in manufacturing and had expanded its product
lines to include not only concrete and steel pipe but also high-performance
protective coatings, ready-mix concrete, aggregates and reinforced
thermosetting resin pipe and fittings.  At the beginning of 1970, the Companys name was changed to
Ameron, Inc.  In the meantime, other
manufactured products had been added to its product lines.  These included concrete and steel poles for
street and area lighting, and steel poles for traffic signals.  In 1996, the Companys name was changed
to Ameron International Corporation in order to better reflect its expanded,
global focus.  Also in 1996, the Company
acquired assets of Centron, a leading manufacturer of fiberglass pipe for the
worldwide oilfield market, as well as the worldwide Devoe marine coatings business
of Imperial Chemical Industries Plc.  In
1998, the Company acquired the protective coatings and light industrial product
finishes businesses of Croda International Plc in the United Kingdom, Australia
and New Zealand.  Further details or commentary on the
years operations can be found in the Annual Report, which is Exhibit 13 to
this report on Form 10-K, and which should be read in conjunction with this
report.  (b)Financial
information as to segments.  The Information contained in Notes (1), (5) and (17) of
Notes to Consolidated Financial Statements on pages 32, 33, 34, 35, 42 and 43
of the Annual Report is incorporated herein by reference.  (c)             Narrative
description of business.  (1)For geographical and operational convenience, the Company is
organized into divisions.  These
divisions are combined into the following groups serving the following
segments.  1 
   a)The Performance Coatings & Finishes Group  develops, manufactures and markets
high-performance coatings and surfacer systems on a world-wide basis.  These products are utilized for the
preservation of structures, such as metallic and concrete facilities and
equipment, to prevent their degradation by corrosion, abrasion, marine fouling
and other forms of chemical and physical attack.  The primary markets served include marine, offshore,
petrochemical, power generation, petroleum, chemical, steel, pulp and paper,
railroad, bridges, mining, metal processing and original 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 these products is carried out in the Companys plant in
Arkansas, by wholly-owned subsidiaries in The Netherlands, the United Kingdom,
Australia and New Zealand, by joint ventures in Mexico and Saudi Arabia and by
various third-party licensees.  b)The Fiberglass-Composite Pipe Group develops, manufactures and
markets filament-wound and molded fiberglass pipe and fittings.  These products are used by a wide range of
process industries, including industrial, petroleum, chemical processing and
petrochemical industries, for service station piping systems, aboard marine vessels
and on offshore oil platforms, and are marketed as an alternative to metallic
piping systems which ultimately fail under corrosive operating conditions.  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 these products is carried out in the Companys plant in Texas, by its
wholly-owned domestic subsidiary, Centron International Inc. (Centron), at
its plant in Texas, by wholly-owned subsidiaries in The Netherlands, Singapore,
and Malaysia, by a joint venture in Saudi Arabia and by third-party licensees.  c)The Water Transmission Group supplies products and services used
in the construction of water pipelines. 
Five pipe manufacturing plants are located in Arizona and
California.  Also included within this
group is American Pipe & Construction International, a wholly-owned
subsidiary, with a plant in Colombia. 
These plants manufacture concrete cylinder pipe, prestressed concrete
cylinder pipe, steel pipe and reinforced concrete pipe for water transmission,
storm and industrial waste water and sewage collection.  These products are marketed by direct
selling using the Companys own personnel and by competitive bidding.  Customers include local, state and federal
agencies, developers and general contractors. 
Normally no one customer or group of customers will account for sales
equal to or greater than 10 percent of the Companys consolidated revenue.  However, occasionally, when more than one
unusually large project is in progress, combined sales to all U.S. government
agencies and/or general contractors for those agencies can reach those
proportions.  Besides competing with
several other welded steel pipe and concrete pipe manufacturers located in the
market area, alternative products such as ductile iron, plastic, and clay pipe
compete with the Companys concrete and steel pipe products, but ordinarily
these other materials do not offer the full diameter range produced by the
Company.  Principal methods of
competition are price, delivery schedule and service.  The Companys technology is used in the Middle East through
affiliated companies. This segment also includes the manufacturing and
marketing on a world-wide basis through direct sales and manufacturing
representatives, of polyvinyl chloride and polyethylene sheet lining for the
protection of concrete pipe and cast-in-place concrete structures from the
corrosive effects of sewer gases, acids and industrial chemicals.  Competition is based upon quality, price and
service.  Manufacture of this product is
carried out in the Companys plant in California.  This segment also includes engineered design, fabrication and
direct sale of specialized proprietary equipment which is outside the regular
business of the other segments of the Companys businesses.  Competition for such work is based upon
quality, price and service.  Manufacture
of such equipment is carried out in the Companys plant in California.  d)The Infrastructure Products Group supplies ready-mix concrete,
crushed and sized basaltic aggregates, dune sand, concrete pipe and box
culverts, to the construction industry in Hawaii and  2 
   manufactures and markets concrete and steel poles for
highway, street and outdoor area lighting and for traffic signals
nationwide.  Ample raw materials are
available locally in Hawaii.  As to rock
products, the Company has exclusive rights to a quarry containing many years
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s
products.  No single competitor offers
the full range of products sold by the Company in Hawaii.  An appreciable portion of the segments
business is obtained through competitive bidding.  Sales of poles are nationwide, but with a stronger concentration
in the western states.  Marketing is
handled by the Companys own sales force and by outside sales agents for
poles.  Competition for such products is
mainly based on price and quality, but with some consideration for service and
delivery.  Manufacture of poles is
carried out in two plants in California, as well as plants in Washington,
Oklahoma and Alabama.  e)Except as individually shown in the above descriptions of
segments, the following comments or situations apply to all segments:  (i)Because
of the number of manufacturing locations and the variety of raw materials
essential to the business, no critical situations exist with respect to supply
of materials.  The Company has multiple
sources for raw materials.  The effects
of increases in costs of energy are being mitigated to the extent practical
through conservation and through addition or substitution of equipment to
manage the use and reduce consumption of energy.  (ii)The
Company owns certain patents and trademarks, both U.S. and foreign, related to
its products.  The Company licenses its
patents, trademarks, know-how and technical assistance to various of its
subsidiary and affiliated companies and to various third-party licensees. It
licenses these proprietary items to some extent 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
total business.  No franchises or
concessions exist.  (iii)Many of the
Companys products are used in connection with capital goods, water and sewage
transmission and construction of capital facilities.  Favorable or adverse effects on general sales volume and earnings
can result from weather conditions. 
Normally, sales volume and earnings will be lowest in the first fiscal
quarter.  Seasonal effects simply
accelerate or slow the business volume and normally do not bring about severe
changes in full-year activity.  (iv)With respect to
working capital items, the Company does not encounter any requirements which
are not common to other companies engaged in the same industries.  No unusual amounts of inventory are required
to meet seasonal delivery requirements. 
All of the Companys segments turn their inventory between three and
nine times annually.  Average days
sales in accounts receivable range between 38 and 159 for all segments.  (v)The value of
backlog orders at November 30, 2001 and 2000 by segment is shown below.  A substantial portion of the November 30,
2001 backlog is expected to be billed and recorded as sales during the fiscal
year 2002.  3 
   Segment
  
  2001
  
  2000(in thousands)Performance Coatings & Finishes
  Group
  
  $
  3,593
  
  $
  7,133Fiberglass-Composite Pipe Group
  
  25,334
  
  28,551Water Transmission Group
  
  92,194
  
  50,756Infrastructure Products Group
  
  22,815
  
  18,574Total
  
  $
  143,936
  
  $
  105,014  (vi)There was no significant change in competitive conditions or the
competitive position of the Company in the industries and localities in which
it operates.  There is no knowledge of
any competitive situation which would be material to an understanding of the
business.  (vii)Sales contracts in all of the Companys  segments normally consist of purchase orders, which in some cases
are issued pursuant to master purchase agreements.  Longer term contracts seldom involve commitments of more than one
year by the Company, and exceptions are not deemed material by management.  Payment is normally due from 30 to 60 days
after shipment, with progress payments prior to shipment in some
circumstances.  It is the Companys
practice to require letters of credit prior to shipment of foreign orders,
subject to limited exceptions.  The
Company does not typically extend long-term credit to purchasers of its
products.  (2)a)       Approximate expense during each of the
last three fiscal years for Research and Development costs is shown under the
caption in Note (1) of Notes to Consolidated Financial Statements on page 32 of
the Annual Report, which information is incorporated herein by reference.  b)The
Company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 its
business.  c)For many years the Company has been consistently installing or
improving devices to control or eliminate the discharge of pollutants into the
environment.  Accordingly, compliance
with federal, state, and locally enacted provisions relating to protection of
the environment is not having, and is not expected to have, a material effect
upon the Companys capital expenditures, earnings, or competitive position.  d)At
year-end the Company and its consolidated subsidiaries employed approximately
2,900 persons.  Of those, approximately
900 were covered by labor union contracts. There is one bargaining agreement
subject to renegotiation in 2002.  (d)   Financial information about foreign and
domestic operations and export sales.  The information contained in Notes (1),
(5) and (17) of Notes to Consolidated Financial Statements on pages 32, 33, 34,
35, 42 and 43 of the Annual Report is incorporated herein by reference.  4 
   Export sales in the aggregate from U.S.
operations during the last three fiscal years were:  In thousands2001
  
  $35,9522000
  
  30,6651999
  
  22,697  ITEM 2 - DESCRIPTION OF PROPERTY  (a)The location and general character of principal plants and other
materially important physical properties used in the Companys operations are
tabulated below.  Property is owned in
fee simple except where otherwise indicated by footnote.  In addition to the property shown, the
Company owns vacant land adjacent to or in the proximity of some of its
operating locations and holds this property available for use when it may be
needed to accommodate expanded or new operations.  Property listed does not include any temporary project sites
which are generally leased for the duration of the respective projects or
leased or owned warehouses that could be easily replaced.  With the exception of the Kailua, Oahu
property, shown under the Infrastructure Products industry segment, there are
no material leases with respect to which expiration or inability to renew would
have any material adverse effect on the Companys operations.  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s operations
on Oahu, Hawaii; and, in managements opinion, reserves are adequate for its
requirements during the term of the lease.  (b)The Company believes that its existing facilities are adequate for
current and presently foreseeable operations. 
Because of the cyclical nature of certain of the Companys operations,
and the substantial amounts involved in some individual orders, the level of
utilization of particular facilities may vary significantly from time to time
in the normal course of operations.  SEGMENT - GROUP  Division  Location
  
  DescriptionPERFORMANCE
  COATINGS & FINISHES GROUPCoatings division  USAAlpharetta, GA
  
  *OfficeBrea, CA
  
  Office, LaboratoryLittle Rock, AR
  
  Office, PlantAmeron B.V.Geldermalsen, The Netherlands
  
  Office, PlantHuthwaite, UK
  
  Office, PlantAmeron (UK) LimitedHull, UK
  
  Office, PlantAmeron (Australia) Pty. LimitedSydney, Australia
  
  Office, PlantAdelaide, Australia
  
  Plant  5 
   Ameron (New Zealand) LimitedAuckland, New Zealand
  
  Office, PlantFIBERGLASS-COMPOSITE
  PIPE GROUPFiberglass Pipe division  USAHouston, TX
  
  *OfficeBurkburnett, TX
  
  Office, PlantCentron International, Inc.Mineral Wells, TX
  
  Office, PlantAmeron B.V.Geldermalsen, The Netherlands
  
  Office, PlantAmeron (Pte) Ltd.Singapore
  
  *Office, PlantAmeron Malaysia Sdn. Bhd.Malaysia
  
  *Office, PlantWATER
  TRANSMISSION GROUPRancho Cucamonga, CA
  
  *OfficeEtiwanda, CA
  
  Office, PlantFontana, CA
  
  Office, PlantLakeside, CA
  
  Office, PlantPhoenix, AZ
  
  Office, PlantTracy, CA
  
  Office, PlantProtective Linings divisionBrea, CA
  
  Office, PlantFabrication PlantSouth Gate, CA
  
  Office, PlantAmerican Pipe & Construction
  InternationalBogota, Colombia
  
  Office, PlantINFRASTRUCTURE
  PRODUCTS GROUPHawaii divisionHonolulu, Oahu, HI
  
  *Office, PlantKailua, Oahu, HI
  
  *Plant, QuarryBarbers Point, Oahu, HI
  
  Office, PlantPuunene, Maui, HI
  
  *Office, Plant, Quarry  6 
   Pole Products divisionVentura, CA
  
  *OfficeFillmore, CA
  
  Office, PlantOakland, CA
  
  *PlantEverett, WA
  
  *Office, PlantTulsa, OK
  
  *Office, PlantAnniston, AL
  
  *Office, PlantCORPORATECorporate HeadquartersPasadena, CA
  
  *OfficeCorporate Research & EngineeringSouth Gate, CA
  
  Office, Laboratory*Leased  ITEM 3 - LEGAL PROCEEDINGS  An action was filed in 1992 in the U.S. District Court for
the District of Arizona by the Central Arizona Water Conservation District
(CAWCD) seeking damages against several parties, including the Company and
the Companys customer, Peter Kiewit Sons Company (Kiewit), in connection
with six prestressed concrete pipe siphons furnished and installed in the
1970s as part of the Central Arizona Project (CAP), a federal project to
bring water from the Colorado River to Arizona. The CAWCD also filed separate
actions against the U.S. Bureau of Reclamation (USBR) in the U.S. Court of
Claims and with the Arizona Projects Office of the USBR in connection with the
CAP siphons. The CAWCD alleged that the six CAP siphons were defective and that
the USBR and the defendants in the U.S. District Court action were liable for
damages for the repair or replacement of those siphons.  On September 14, 1994, the U.S. District
Court granted the Companys motion to dismiss the CAWCD action and entered
judgment against the CAWCD and in favor of the Company and its co-defendants.
CAWCD filed a notice of appeal with the Ninth Circuit Court of Appeals.  Separately, on September 28, 1995, the Contracting Officer
for the USBR issued a final decision claiming for the USBR approximately $40
million in damages against Kiewit, based in part on the Contracting Officers
finding that the siphons supplied by the Company were defective. That claim
amount is considered by the Company to be duplicative of the damages sought by
the CAWCD for the repair or replacement of the siphons in the aforementioned
action in the U.S. District Court for the District of Arizona. The Contracting
Officers final decision was appealed by Kiewit to the U.S. Department of the
Interior Board of Contract Appeals (IBCA). The Company is actively cooperating
with and assisting Kiewit in the administrative appeal of that final decision
before the IBCA. Trial on that appeal commenced in November 2000; however, the
proceeding was stayed with the concurrence of the parties pending efforts aimed
at a possible settlement of the matter. Settlement efforts involving the USBR,
Kiewit, the Company and various insurance carriers are continuing. In the
meantime, activity on the IBCA appeal, as well as the aforementioned CAWCD
appeal, continues to be suspended.  7 
   The Company
internally, as well as through independent third-party consultants, has
conducted engineering analysis regarding the allegations that the CAP siphons
were defective, and believes that the siphons were manufactured in accordance
with the project specifications and other contract requirements; and,
therefore, it is not liable for any claims relating to the siphons, whether by
the CAWCD or by the USBR. The Company believes that it has meritorious defenses
to these actions and that resultant liability, if any, should not have a
material effect on the financial position of the Company or its results of
operations.  In addition,
certain other claims, suits and complaints that arise in the ordinary course of
business, have been filed or are pending against the Company.  Management believes that these matters, and
the matters discussed above, are either adequately reserved, covered by
insurance, or would not have a material effect on the Companys financial position
or its results of operations if disposed of unfavorably.  The Company is
also subject to federal, state and local laws and regulations concerning the
environment and is currently participating in administrative proceedings at
several sites under these laws. In the early 1970s, the Company disposed of
certain quantities of waste at the Stringfellow Hazardous Waste Site in
Riverside County, California, which is one of several priority sites on the
Superfund list established by the U.S. Environmental Protection Agency. During
2001 the Company settled the only current action against it in connection with
the remediation of that site. The settlement did not have a material impact on
the Companys financial position or its results of operations.  While the Company finds it difficult to
estimate with any certainty the total cost of remediation at the several sites,
on the basis of currently available information and reserves provided, the
Company believes that the outcome of such environmental regulatory proceedings
will not have a material effect on the Companys financial position or its
results of operations.  ITEM 4 - SUBMISSION OF MATTERS TO A VOTE OF
SECURITY HOLDERS  (Not Applicable)  ITEM 4A - EXECUTIVE OFFICERS OF THE REGISTRANT  The following
sets forth information with respect to individuals who served as executive
officers as of November 30, 2001 and who are not directors of the Company.  All executive officers are appointed by the
Board of Directors to serve at the discretion of the Board of Directors.  Name
  
  Age
  
  Title and Year Elected as OfficerThomas P.
  Giese
  
  57
  
  Vice
  President; Group President Water Transmission Group
  
  1997James R.
  McLaughlin
  
  54
  
  Vice President
  & Treasurer
  
  1997Gordon G.
  Robertson
  
  62
  
  Vice President;
  Group President Fiberglass-Composite Pipe Group
  
  1997Javier Solis
  
  55
  
  Senior Vice
  President of Administration, Secretary & General Counsel
  
  1984Gary Wagner
  
  50
  
  Senior Vice
  President, Chief Financial Officer
  
  1990  All of the executive officers named
above have held high level managerial or executive positions with the  Company for more than the past five years.  8 
   PART II  ITEM 5 -
  MARKET FOR THE REGISTRANTS COMMON
  EQUITY AND RELATED STOCKHOLDER MATTERS
  The Common Stock, $2.50 Par Value, of the Company, its only
outstanding class of common equity, is traded on the New York Stock Exchange,
the only exchange on which it is presently listed.  On February 5, 2002, there were 1,228 stockholders of record of
such stock.  Information regarding stock
compensation plans is contained in Note (12) on page 37 of the Annual Report,
and is incorporated herein by reference.  Dividends have
been paid each quarter during the prior two years.  Information as to the amount of dividends paid during the
reporting period and the high and low prices of the Companys Common Stock
during that period are set out in Note (16) of Notes to Consolidated Financial
Statements on page 42 of the Annual Report, which information is incorporated
herein by reference.  Terms of lending
agreements which place restrictions on cash dividends are discussed in Note
(10) of Notes to Consolidated Financial Statements on page 36 of the Annual
Report, which is incorporated herein by reference.  ITEM 6 -      SELECTED FINANCIAL DATA  The information
required by this item is contained in the Selected Consolidated Financial
Information shown on page 22 of the Annual Report, and is incorporated herein
by reference.  ITEM 7 -
  MANAGEMENTS DISCUSSION AND ANALYSIS OF
  FINANCIALCONDITION AND RESULTS
  OF OPERATIONS
  The information
required by this item is contained in Managements Discussion and Financial
Condition and Results of Operations section shown on pages 23 through 26 and
Note (1) pages 32 and 33 of the Annual Report, and is incorporated herein by
reference.  ITEM 7A - QUANTITATIVE AND QUALITATIVE DISCLOSURE
ABOUT MARKET RISK  The information
required by this Item is contained on pages 25 and 26 of the Annual Report
under the caption Market Risks, and is incorporated herein by reference.  At November 30, 2001, the Company had 14
foreign currency forward contracts expiring at various dates through February
2002, with an aggregate face value of $4,682,000. Information regarding future
debt maturities is as follows:  9 
   (US$ in thousands)
  Long Term Debt:
  
  Scheduled Maturity Date
  
  Total Outstanding As of 11/30/20012002
  
  2003
  
  2004
  
  2005
  
  2006
  
  Thereafter
  
  Recorded Value
  
  Fair ValueFixed-rate unsecured notes
  
  $
  8,333
  
  $
  8,333
  
  $
  8,334
  
  $
  8,333
  
  $
  8,333
  
  $
  
  
  $
  41,666
  
  $
  43,656Average interest rate%
  
  
  
  
  
  
  
  
  
  
  
  
  
  7.92
  %Variable-rate industrial development
  bonds
  
  
  
  
  
  
  
  
  
  
  
  7,200
  
  7,200
  
  7,200Average interest rate
  
  
  
  
  
  
  
  
  
  
  
  
  
  1.65
  %Variable-rate unsecured bank revolving
  credit facilities
  
  
  
  84,910
  
  
  
  
  
  
  
  
  
  84,910
  
  84,910Average interest rate
  
  
  
  
  
  
  
  
  
  
  
  
  
  2.84
  %Variable-rate unsecured bank loan,
  payable in Dutch Guilders
  
  264
  
  
  
  
  
  
  
  
  
  
  
  264
  
  264Average interest rate
  
  
  
  
  
  
  
  
  
  
  
  
  
  4.31
  %Variable-rate industrial development
  bonds
  
  
  
  
  
  
  
  
  
  
  
  8,500
  
  8,500
  
  8,500Average interest rate
  
  
  
  
  
  
  
  
  
  
  
  
  
  1.80
  %Variable-rate unsecured bank loan
  
  
  
  
  
  3,254
  
  
  
  
  
  
  
  3,254
  
  3,254Average interest rate
  
  
  
  
  
  
  
  
  
  
  
  
  
  18.67
  %  ITEM 8 -      FINANCIAL STATEMENTS AND SUPPLEMENTARY
DATA  The Consolidated Financial Statements as of November 30, 2001 and
2000 and for each of the three years in the period ended November 30, 2001 and
the report thereon of Deloitte & Touche LLP dated February 6, 2002,
comprising pages 27 through 44 of the Annual Report are incorporated herein by
reference.  ITEM 9 -CHANGES
IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE  (Not applicable)  PART III  ITEM 10 - DIRECTORS AND EXECUTIVE OFFICERSOF THE REGISTRANT  Information with
respect to the directors is contained under the section entitled, Election of
Directors in the Companys Proxy Statement which was filed on February 14,
2002 in connection with the Annual Meeting of Stockholders to be held on March
20, 2002.  Such information is
incorporated herein by reference.  Information with respect to the
executive officers who are not directors of the Company is located in Part I,
Item 4A of this report.  ITEM 11 -   EXECUTIVE COMPENSATION*  ITEM 12 -SECURITY
OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT*  10 
   ITEM 13 -   CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS*  *The information required by Items 11,
12 and 13 is contained in the Companys Proxy Statement which was filed on
February 14, 2002 in connection with the 2002 Annual Meeting of Stockholders to
be held on March 20, 2002.  Such
information is incorporated herein by reference.  PART IV  ITEM 14 - EXHIBITS, FINANCIAL STATEMENT
SCHEDULES, AND REPORTS ON FORM 8-K  (a)(1)Financial Statements:  The financial statements to be filed
hereunder are cross-referenced, in the index immediately following, to the
Annual Report, as to sections incorporated herein by reference.  INDEX TO FINANCIAL STATEMENTS  Statement
  
  Page
  ReferenceTo Annual ReportConsolidated
  Statements of Income for the years ended November 30, 2001, 2000 and 1999
  
  27Consolidated
  Balance Sheets as of November 30, 2001 and 2000
  
  28-29Consolidated
  Statements of Cash Flows for the years ended November 30, 2001, 2000 and 1999
  
  30Consolidated
  Statements of Stockholders Equity for the years ended November 30, 2001,
  2000 and 1999
  
  31Consolidated
  Statements of Comprehensive Income for the years ended November 30, 2001,
  2000 and 1999
  
  31Notes to
  Consolidated Financial Statements
  
  32-43  (i)Summarized
information as to the financial condition and results of operations for Ameron
Saudi Arabia, Ltd., Bondstrand, Ltd, Oasis-Ameron, Ltd. and TAMCO are presented
in Note (5) of Notes to Consolidated Financial Statements on pages 34 and 35 of
the Annual Report, which information is incorporated herein by reference.  (a)   (2)   Financial Statement Schedules:  The following additional financial data should be read in
conjunction with the consolidated financial statements in the Annual
Report.  Schedules not included with
this additional financial data have been omitted because they are either not
applicable, not required, not significant, or the required information is
provided in the consolidated financial statements in the Annual Report.  11 
   Schedule        Schedules of Ameron International
Corporation and Consolidated Subsidiaries  Independent
Auditors Report II             Valuation and Qualifying Accounts
and Reserves   (a)   (3)   Exhibits  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                                      Independent
Auditors Consent  (b)   Reports
on Form 8-K  One report on Form 8-K was filed by the
Company during the last quarter of the fiscal year ended November 30, 2001 as
follows: September 21, 2001 reporting under Item 5, the financial results for
the Companys third quarter ended August 31, 2001.  INDEPENDENT AUDITORS REPORT  To the Board of Directors and
Stockholders of 
Ameron International Corporation:  We have audited the consolidated financial statements of Ameron
International Corporation and subsidiaries (the Company) as of November 30,
2001 and 2000 and for each of the three years in the period ended November 30,
2001, and have issued our report thereon dated February 6, 2002.  Such financial statements and report are
included in your 2001 Annual Report to Stockholders and are incorporated herein
by reference.  Our audits also included
the financial statement schedule listed in Item 14(a)2.  This financial statement schedule is the
responsibility of the Companys management. 
Our responsibility is to express an opinion based on our audits.  In our opinion, such financial statement
schedule, when considered in relation to the basic financial statements taken
as a whole, presents fairly in all material respects the information set forth
therein.  /s/ Deloitte & Touche LLP Los Angeles, California February 6, 2002  12 
   AMERON INTERNATIONAL CORPORATION AND SUBSIDIARIES SCHEDULE II  VALUATION AND QUALIFYING ACCOUNTS AND
RESERVES FOR THE YEAR ENDED NOVEMBER 30, 2001 (In thousands)  Classification
  
  Balance at
  Beginningof Year
  
  Additions
  Charged to
  Costs and
  Expense
  
  Deductions,
  PaymentsandWrite-offs
  
  Reclassificationsand Others
  `
  Balance atEnd
  of YearDeducted from asset
  accountsAllowance for doubtful accounts
  
  $
  6,616
  
  $
  1,738
  
  $
  (1,649
  )
  $
  (6
  )
  $
  6,699Reserve for realization of investments in
  joint ventures
  
  16,358
  
  1,832
  
  
  
  
  
  18,190Reserve for write-down of assets related to
  certain foreign joint ventures
  
  2,649
  
  
  
  (289)
  
  
  
  2,360Included in current
  liabilitiesReserve for pending claims and litigation
  
  $
  13,744
  
  $
  1,362
  
  $
  (6,864
  )
  $
  (15
  )
  $
  8,227Other reserves
  
  217
  
  151
  
  (75
  )
  (1
  )
  292Reserve for self-insured programs
  
  12,620
  
  5,047
  
  (3,438
  )
  (6
  )
  14,223   13 
   AMERON INTERNATIONAL CORPORATION AND SUBSIDIARIES SCHEDULE II  VALUATION AND QUALIFYING ACCOUNTS AND
RESERVES FOR THE YEAR ENDED NOVEMBER 30, 2000 (In thousands)   Classification
  
  Balance at
  Beginningof Year
  
  AdditionsCharged
  to Costs
  and Expense
  
  Deductions,
  Payments andWrite-offs
  
  Reclassificationsand Others
  
  Balance atEndof YearDeducted from asset
  accountsAllowance for doubtful accounts
  
  $
  6,937
  
  $
  1,953
  
  $
  (2,143
  )
  $
  (131
  )
  $
  6,616Reserve for realization of investments in joint ventures
  
  14,183
  
  2,175
  
  
  
  
  
  16,358Reserve for write-down of assets related to certain foreign joint
  ventures
  
  2,698
  
  
  
  (49
  )
  
  
  2,649Included in current
  liabilitiesReserve for pending claims and litigation
  
  $
  16,370
  
  $
  8,259
  
  $
  (10,745
  )
  $
  (140
  )
  $
  13,744Other reserves
  
  252
  
  89
  
  (97
  )
  (27
  )
  217Reserve for self-insured programs
  
  11,239
  
  4,256
  
  (2,694
  )
  (181
  )
  12,620Included in long-term
  liabilitiesOther reserves
  
  $
  650
  
  $
  126
  
  $
  (47
  )
  $
  (729
  )
  $
     14 
   AMERON INTERNATIONAL CORPORATION AND SUBSIDIARIES SCHEDULE II  VALUATION AND QUALIFYING ACCOUNTS AND
RESERVES FOR THE YEAR ENDED NOVEMBER 30, 1999 (In thousands)   Classification
  
  Balance at
  Beginningof Year
  
  AdditionsCharged
  to Costs
  and
  Expense
  
  Deductions,Paymentsand
  Write-offs
  
  Reclassificationsand Others
  
  Balance at
  Endof YearDeducted from asset
  accountsAllowance for doubtful accounts
  
  $
  5,106
  
  $
  4,628
  
  $
  (2,490
  )
  $
  (307
  )
  $
  6,937Reserve for realization of investments in joint ventures
  
  8,481
  
  5,702
  
  
  
  
  
  14,183Reserve for write-down of assets related to certain foreign joint
  ventures
  
  2,968
  
  
  
  (270
  )
  
  
  2,698Included in current
  liabilitiesReserve for pending claims and litigation
  
  $
  4,413
  
  $
  1,609
  
  $
  (1,873
  )
  $
  12,221
  
  $
  16,370Severance reserve
  
  1,322
  
  
  
  (1,318
  )
  (4
  )
  Reserve associated with acquisition
  
  2,259
  
  334
  
  (1,723
  )
  (740
  )
  130Other reserves
  
  243
  
  778
  
  (795
  )
  (104
  )
  122Reserve for self-insured programs
  
  3,843
  
  2,831
  
  (1,785
  )
  6,350
  
  11,239Included in long-term
  liabilitiesReserve for pending claims and litigation
  
  $
  11,724
  
  $
  4,910
  
  $
  (4,572
  )
  $
  (12,062
  )
  $
  Other reserves
  
  560
  
  238
  
  (161
  )
  13
  
  650Reserve for self-insured programs
  
  7,171
  
  
  
  
  
  (7,171
  )
     15 
   Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this report to be signed
on its behalf by the undersigned, thereunto duly authorized.  AMERON INTERNATIONAL CORPORATION By:
  /s/ Javier
  SolisJavier Solis,
  Senior Vice President & Secretary Date: February 25, 2002  Pursuant to the
requirements of the Securities Exchange Act of 1934, this report has been
signed below by the following persons on behalf of the Registrant and in the
capacities and on the dates indicated.  Date: 2-25-02
  /s/ James S.
  Marlen
  Director,
  Chairman of the Board, President and Chief Executive Officer (Principal
  Executive Officer)James S.
  MarlenDate: 2-25-02
  /s/ Gary
  Wagner
  Senior Vice
  President, Chief Financial Officer (Principal Financial and Accounting
  Officer)Date:
  2-26-02
  /s/ Peter K.
  Barker
  DirectorPeter K.
  BarkerDate: 2-25-02
  /s/ Stephen W.
  Foss
  DirectorStephen W.
  FossDate: 2-26-02
  /s/ J. Michael Hagan
  DirectorJ. Michael
  HaganDate: 2-25-02
  /s/ Terry L
  Haines
  DirectorTerry L.
  HainesDate: 2-25-02
  /s/ John F.
  King
  DirectorJohn F. KingDate: 2-26-02
  /s/ Alan L. Ockene
  DirectorAlan L. OckeneDate: 2-26-02
  /s/ John E.
  Peppercorn
  DirectorJohn E.
  Peppercorn   16