<PAGE>

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                UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                             ---------------------

                                   FORM 10-K

<Table>
<C>        <S>
(Mark one)
   [X]     ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
           SECURITIES EXCHANGE ACT OF 1934

           FOR THE FISCAL YEAR ENDED DECEMBER 31, 2002.

                                  OR


   [ ]     TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
           SECURITIES EXCHANGE ACT OF 1934

           FOR THE TRANSITION PERIOD FROM           TO         .
</Table>

                        COMMISSION FILE NUMBER 000-24956
                             ---------------------
                       ASSOCIATED MATERIALS INCORPORATED
             (Exact name of Registrant as specified in its charter)
                             ---------------------

<Table>
<S>                                            <C>
                   DELAWARE                                      75-1872487
       (State or other jurisdiction of                        (I.R.S. Employer
        incorporation or organization)                      Identification No.)
</Table>

                                3773 STATE ROAD
                           CUYAHOGA FALLS, OHIO 44223
                    (Address of principal executive offices)

                                 (330) 929-1811
              (Registrant's telephone number, including area code)

          SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:
                                      NONE

          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.  Yes [X]     No [ ]

     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 the 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.  [X]

     Indicate by check mark whether the Registrant is an accelerated filer (as
defined in Rule 12b-2 of the Act).  Yes [ ]     No [X]

     The aggregate market value of the Common Stock held by non-affiliates of
the registrant at June 30, 2002:  None

     As of March 21, 2003, the Registrant had 100 shares of Common Stock
outstanding, all of which is held by an affiliate of the Registrant.
--------------------------------------------------------------------------------
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<PAGE>

                                     PART I

ITEM 1.  BUSINESS

GENERAL DEVELOPMENT OF BUSINESS

     Associated Materials Incorporated (the "Company") was incorporated in
Delaware in 1983 and is a leading, vertically integrated manufacturer and
nationwide distributor of exterior residential building products through its
Alside division ("Alside"). The Company's core products are vinyl siding and
vinyl windows, which together comprised approximately 72% of the Company's 2002
total building product net sales. These products are marketed on a wholesale
basis to more than 35,000 professional contractors engaged in home remodeling
and new home construction principally through the Company's nationwide network
of 90 Alside Supply Centers. The Company's vinyl product offerings also include
vinyl fencing, decking and railing, as well as vinyl garage doors. Approximately
two-thirds of the Company's products are sold to contractors engaged in the home
repair and remodeling market with one-third sold to the new construction market.
The supply centers provide "one-stop" shopping to the Company's contractor
customers, carrying products, accessories and tools necessary to complete a
vinyl siding or window project. In addition, the supply centers provide high
quality product literature, product samples and installation training to these
customers. The Company believes that the strength of its products and
distribution network has developed strong brand loyalty and long-standing
relationships with local contractors and has enabled the Company to consistently
gain market share over the last five years. Approximately 75% of the Company's
2002 total building product net sales were generated through the Company's
network of supply centers with the remainder sold to independent distributors
primarily in markets where the Company currently does not have supply centers.
The Company also sells direct to siding and window customers.

     On March 16, 2002, the Company entered into a merger agreement ("Merger
Agreement") with Associated Materials Holdings Inc. ("Holdings") and its wholly
owned subsidiary, Simon Acquisition Corp. The Merger Agreement provided for the
acquisition of all shares of the Company's then outstanding common stock through
a cash tender offer of $50.00 per share. The Merger Agreement also required that
the Company commence a tender offer to purchase all of its then outstanding
9 1/4% notes. On April 19, 2002, the cash tender offer for the Company's then
outstanding common stock and the cash tender offer for approximately $74.0
million of the Company's then outstanding 9 1/4% notes was completed. Simon
Acquisition Corp. was then merged with and into the Company with the Company
continuing as a privately held, wholly owned subsidiary of Holdings. The
completion of the aforementioned transactions constitute the merger transaction
("Merger Transaction"). Holdings is controlled by affiliates of Harvest
Partners, Inc. The purchase consideration of $379.5 million, tender offer of
$74.0 million of 9 1/4% notes and debt extinguishment costs of $7.6 million were
financed through: (1) the issuance of $165 million of 9 3/4% Senior Subordinated
Notes due 2012 ("9 3/4% notes"), (2) $125 million from a new $165 million credit
facility ("credit facility"), (3) $164.8 million cash contribution from Holdings
and (4) cash of approximately $6.3 million, representing a portion of the
Company's total cash of $6.8 million on hand at the time of the acquisition.

     On June 24, 2002, the Company completed the sale of its AmerCable division
to AmerCable Incorporated, a newly-formed entity controlled by members of
AmerCable's management and Wingate Partners III, L.P., for cash proceeds of
approximately $28.3 million and the assumption of certain liabilities pursuant
to an asset purchase agreement dated as of the same date. The Company used the
net proceeds to repay a portion of its credit facility. AmerCable is a leading
manufacturer of specialty electrical cable products primarily used in the
mining, marine and offshore drilling industries. In 2001, AmerCable accounted
for approximately 12% of the Company's total net sales.

FINANCIAL INFORMATION ABOUT SEGMENTS

     Prior to the Merger Transaction and sale of AmerCable, the Company had two
reportable segments: building products and electrical cable products. Subsequent
to the Merger Transaction and sale of AmerCable, the Company is in the single
business of manufacturing and distributing exterior residential building

                                        1
<PAGE>

products. See Note 16 in the Notes To Financial Statements in Item 8. "Financial
Statements and Supplementary Data."

INDUSTRY OVERVIEW

     Demand for residential building products is driven by a number of factors,
including consumer confidence, availability of credit, new housing starts and
general economic cycles. Historically, the demand for repair and remodeling
products, where the Company is primarily focused, has been less cyclical than
demand for new home construction and is less sensitive to these factors. Drivers
of repair and remodeling demand include:

     - Favorable Demographics.  The segment of the population age 55 years and
       above, which favors professionally installed, low maintenance home
       improvements is estimated to grow by 25% over the next five years and 50%
       over the next ten years.

     - Aging of the housing stock.  The average home age increased from 23 years
       in 1985 to 29 years in 2000, and over 70% of the current housing stock
       was built prior to 1980.

     - Increase in average home size.  The average home size increased over 25%
       from 1,785 square feet in 1985 to 2,306 square feet in 2000.

     - Favorable mortgage interest rates.  Mortgage interest rates in 2002
       reached historically low levels.

     In addition, repair and remodeling projects tend to utilize a greater mix
of premium products with higher margins than those used in new construction
projects.

     Vinyl comprises the largest share of the residential siding and window
markets. Vinyl has greater durability, requires less maintenance and provides
greater energy efficiency than many competing siding and window products.
According to industry reports, based on unit sales, vinyl accounted for
approximately 44% of the exterior siding market and approximately 58% of the
residential window market in 2001. More recently, vinyl siding has achieved
increasing acceptance in the new construction market, as builders and home
buyers have recognized vinyl's low maintenance, durability and price advantages.
Vinyl windows also have achieved increased acceptance in the new construction
market as a result of builders and home buyers recognizing vinyl's favorable
attributes, the enactment of local legal or building code requirements that
mandate more energy efficient windows and the increased development and
promotion of vinyl window products by national window manufacturers. The Company
believes that vinyl siding and vinyl windows will continue to gain market share
in the new residential construction market while remaining the preferred product
of the remodeling marketplace. Vinyl competes with wood, masonry, fiber cement
and metal in the siding market and wood and aluminum in the window market.

     Products.  The Company's principal product offerings are vinyl siding and
vinyl windows, which together accounted for approximately 72% of its 2002 total
building product sales. The Company also manufactures a variety of other
products including vinyl fencing, decking and railing, as well as vinyl garage
doors.

     The vinyl siding market consists of three segments: economy/new
construction, standard and premium. Vinyl siding quality is determined by its
rigidity, resistance to fading, thickness and ease of installation, as well as
other factors. Since its introduction of Charter Oak in 1995, the Company has
established itself as a leader in innovation within the vinyl siding industry.
Since 1995, the Company has broadened its product lines to increase its
penetration of the premium and economy segments. The Company believes that its
innovation in product development was significant to its siding sales growth in
the past and will continue to be a key factor in its future sales growth. For
example, the introduction of Charter Oak enabled the Company to penetrate the
premium segment of the vinyl siding market. The Company believes that Charter
Oak continues to set the standard for premium vinyl siding products today.
Alside introduced its Conquest siding product in 1997, which has enabled the
Company to achieve additional market penetration in the economy/new construction
segment of the siding industry. During 1998, the Company introduced CenterLock,
a patented product positioned in the premium market segment. In addition to its
innovation, the Company has been able to broaden its historically strong
position in the standard vinyl siding segment. In 1999, the Company introduced

                                        2
<PAGE>

Odyssey Plus, an improved and updated version of its popular Odyssey siding
product. The Company introduced its Seneca and Landscape products in order to
broaden its offerings for the standard and economy segments in 2000. In addition
to these products, the Company has increased the number of colors and profiles,
including acrylics and dark colors, offered within its existing siding products
and continues to increase and improve upon the breadth of its vinyl siding
product lines. The Company provides limited 50-year to lifetime warranties on
its siding products.

     The Company divides its window products into economy, standard and premium
categories. Product quality within the vinyl window industry is determined by a
number of competitive features including method of construction and materials
used. Alside custom manufactures substantially all of its windows to fit
existing window openings. Custom fabrication provides Alside's customers with a
product that is less expensive to install and more attractive after
installation. The Company's custom windows are used primarily in the repair and
remodeling market. One of the fastest growing segments of the window market is
the new construction segment. The Company acquired substantially all the assets
of Alpine Industries, Inc. in October 2000. Alpine primarily manufactures new
construction windows, and this acquisition increased the Company's presence in
the new construction market. Substantially all of the Company's window products
are accompanied by a limited lifetime warranty.

     A summary of the Company's siding and window product offerings is presented
in the table below according to the Company's product line classification:

<Table>
<Caption>
PRODUCT LINE                       SIDING PRODUCTS               WINDOW PRODUCTS
------------                 ---------------------------   ---------------------------
<S>                          <C>                           <C>
Premium....................  Preservation                  Preservation
                             Charter Oak                   Sheffield
                             CenterLock                    UltraMaxx
                             Board and Batten              Alpine 9000 Series
                             Williamsport
Standard...................  Odyssey Plus                  Geneva
                             Seneca                        Excalibur
                                                           Alpine 8000 Series
Economy....................  Conquest                      Performance Series --
                             Landscape                     New Construction
                                                           Centurion
                                                           Alpine 7000 Series
</Table>

     The Company produces vinyl fencing, decking and railing under the brand
name UltraGuard(R), consisting of both agricultural and residential vinyl
fencing. Sales of UltraGuard(R) fencing accounted for less than 5% of the
Company's total building product net sales in 2002. Alside introduced a raised
panel vinyl garage door in 1997 under the brand name Premium Garage Door(TM).
Alside primarily markets its fencing, decking and railing and garage doors
through independent dealers.

     To complete its line of exterior residential building products, the Company
also distributes building products manufactured by other companies. These
products include metal siding, roofing materials, insulation, cabinets and
installation equipment and tools.

     Marketing and Distribution.  Traditionally, most vinyl siding is sold to
the home remodeling marketplace through independent distributors. The Company
believes that it is one of only two major vinyl siding manufacturers that
markets its products primarily through nationwide company-owned distribution
centers. The Company has a nationwide distribution network of 90 Alside Supply
Centers through which the Company markets manufactured products and other
complementary building products to more than 35,000 professional home
improvement and new construction contractors. The Company believes that Alside
Supply Centers provide "one-stop shopping" to meet the specialized needs of its
contractor customers by distributing more than 2,000 building and remodeling
products, including a broad range of Company-manufactured vinyl siding and vinyl
windows as well as products manufactured by others. In 2002, approximately 75%
of the Company's total building product net sales were made through its supply
centers. In addition to sales and promotional

                                        3
<PAGE>

support, contractors look to their local Alside Supply Center to provide a broad
range of specialty product offerings in order to maximize their ability to
attract remodeling and homebuilding customers.

     The Company believes that distributing products through its supply centers
provides the Company with certain competitive advantages such as (a) building
long-standing customer relationships, (b) developing comprehensive, customized
marketing programs to assist the Company's customer contractors (c) closely
monitoring developments in local customer preferences and (d) ensuring product
availability through integrated logistics between the Company's manufacturing
and distribution facilities. Many of the Company's contractor customers have
established long-standing relationships with their local supply center based on
individualized service and credit terms, quality products, timely delivery,
breadth of product offerings, strong sales and promotional programs and
competitive prices. The Company supports its contractor customer base with
marketing and promotional programs that include product sample cases, sales
literature, product videos and other sales and promotional materials.
Professional contractors use these materials to sell remodeling construction
services to prospective customers. The customer generally relies on the
professional contractor to specify the brand of siding or window to be
purchased, subject to the customer's price, color and quality requirements. The
Company's daily contact with its contractor customers also enables it to closely
monitor activity in each of the remodeling and new construction markets in which
the Company competes. This direct presence in the marketplace permits the
Company to obtain current local market information, providing it with the
ability to recognize trends in the marketplace earlier and adapt its product
offerings on a location-by-location basis.

     Many of the Company's contractor customers install both vinyl siding and
vinyl windows. Because the Company manufactures and distributes both vinyl
siding and vinyl windows, its contractor customers can acquire both products
from a single source. The Company believes that marketing both vinyl siding and
vinyl windows to its target customer base provides it a competitive market
advantage. Furthermore, the Company has the ability to achieve economies of
scale in sales and marketing by developing integrated programs on either a
national or local basis for its vinyl siding and vinyl window products. In 2000,
the Company introduced Preservation as the industry's first bundled premium
siding and window marketing program. The Company's unique position as a
manufacturer and distributor of both vinyl siding and windows has enabled it to
offer Preservation to select dealers.

     Each of Alside's Supply Centers is evaluated as a separate profit center,
and compensation of supply center personnel is based in part on the supply
center's operating results. Decisions to open new supply centers, and to close
or relocate existing supply centers, are based on the Company's continuing
assessment of market conditions and individual location profitability. During
2002, the Company added seven supply centers to its distribution network. The
Company presently expects to open up to five new supply centers in 2003. The
Company has developed formal training and recruiting programs for supply center
personnel, which it expects will improve its ability to staff new locations.

     Through certain of its supply centers, the Company's Alside Installed
Services Division provides full-service product installation of its vinyl siding
products, principally to new homebuilders who value the importance of
installation services. Alside also provides installation services for vinyl
replacement windows through certain of its supply centers.

     The Company sells its manufactured products to large direct dealers and
distributors, generally in those areas where no Alside Supply Center currently
exists. These sales accounted for approximately 25% of the Company's 2002 net
sales. Despite their aggregate lower percentage of total sales, Alside's largest
individual customers are its large direct dealers and independent distributors.
The Company carefully monitors and evaluates its activity with these customers
to ensure the profitability of this higher volume, lower margin business. No
single customer accounted for 5% or more of the Company's 2002 net sales. The
Company continues to expand its network of independent distributors in strategic
areas to improve its penetration into certain markets.

     Alside Window Company Northwest ("Alside Northwest"), which consists of the
assets purchased from Alpine in October 2000, has historically sold its window
products through a variety of channels including direct to builders and to
independent distributors and lumberyards. Alside Northwest has also sold its
products
                                        4
<PAGE>

into foreign markets, principally the Far East. Since its acquisition, Alside
Northwest has continued many of these distribution relationships and expanded
its product distribution through certain Alside Supply Centers.

     Manufacturing.  The Company manufactures its vinyl siding products at its
Ennis and Freeport, Texas facilities. The Company believes that, with planned
capital projects in 2003, it will have adequate capacity to meet its sales
expectations for the foreseeable future. The Company operates a vinyl extrusion
facility in West Salem, Ohio to produce vinyl window extrusions as well as vinyl
fencing, decking and railing and garage door panels. The Company operates three
window fabrication plants, which each use vinyl extrusions manufactured by
Alside for a portion of their production requirements and utilize high speed
welding and cleaning equipment for their welded window products. By internally
producing a portion of its vinyl extrusions, the Company believes it achieves
significant cost savings and higher product quality compared to purchasing these
materials from third-party suppliers. The Company's Alside Northwest facility
produces its glass inserts, but has a long-term contract to purchase its vinyl
extrusions from a third-party supplier.

     The Company's vinyl extrusion plants generally operate on a three-shift
basis to optimize equipment productivity and utilize additional equipment to
increase capacity to meet higher seasonal needs. The Company's window plants
generally operate on a single shift basis utilizing both a second shift and
increased numbers of leased production personnel to meet higher seasonal needs.

     Raw Materials.  The principal raw materials used by the Company are vinyl
resin, resin stabilizers and pigments, packaging materials, window hardware and
glass, all of which are available from a number of suppliers. The Company has a
contract with its resin supplier to supply substantially all of its contract
vinyl resin requirements and believes that other suppliers could also meet its
requirements. The price of vinyl resin has been, and will likely continue to be,
volatile. The Company generally has been able to pass through price increases in
raw materials to its customers. The price of vinyl resin increased significantly
during 2002. The Company implemented price increases in late 2002 to partially
offset the increases in vinyl resin prices. The Company presently expects vinyl
resin prices to increase in 2003. While the Company expects that any future
significant resin cost increases will be offset by price increases to its
customers, there can be no assurances that the Company will be able to pass on
any future price increases.

     Competition.  Except for Owens Corning, the Company believes that no
company within the residential siding industry competes with Alside on both the
manufacturing and distribution levels. There are, however, numerous small and
large manufacturers of vinyl siding products, some of which are larger in size
and have greater financial resources than the Company. Alside competes with
Owens Corning and numerous large and small distributors of building products in
its capacity as a distributor of these products. The Company believes that
Alside is the fifth largest manufacturer of vinyl siding with approximately 8%
of the U.S. market. The market for vinyl replacement windows is highly
fragmented, and Alside believes that no single manufacturer accounts for a
significant percentage of national sales. Alside believes that the window
fabrication industry will continue to experience consolidation due to the
increased capital requirements for manufacturing welded vinyl windows. The trend
towards welded windows, which require more expensive production equipment as
well as more sophisticated information systems, has driven these increased
capital requirements. Alside and its competitors generally compete on price,
product performance, and sales and service support to professional contractors.
Competition varies by region. Alside also faces competition from alternative
materials: wood and aluminum in the window market, and wood, masonry, fiber
cement and metal in the siding market.

ACQUISITIONS AND DIVESTITURES

     In October 2000, the Company acquired substantially all of the assets of
Alpine for $7.6 million in cash and the assumption of certain payroll related
and property tax liabilities. Included in the acquired assets was Alpine's
leased window fabrication facility located in Bothell, Washington. This facility
manufactures vinyl windows primarily for the new construction market. This
acquisition significantly increased the Company's presence on the West Coast.
The acquisition was accounted for using the purchase method of accounting.

     The Company completed the sale of its UltraCraft operation, a manufacturer
of semi-custom frameless cabinets, in June 2000. Pre-tax net proceeds from the
sale were $18.9 million after working capital adjustments and transaction costs.
The Company recorded a pre-tax gain of $8.0 million on the sale.
                                        5
<PAGE>

EMPLOYEES

     The Company's employment needs vary seasonally with sales and production
levels. As of December 31, 2002, the Company had approximately 2,550 full-time
employees, including approximately 1,446 hourly workers. The West Salem, Ohio
plant is the Company's only unionized manufacturing facility, employing
approximately 114 covered workers as of December 31, 2002. The collective
bargaining agreement for the West Salem facility was successfully renegotiated
in November 2001 for a three-year term. Additionally, approximately 76 hourly
workers in certain supply center locations are covered by collective bargaining
agreements. The Company considers its labor relations to be good.

     Alside utilizes leased employees to supplement its own workforce at its
vinyl window fabrication plants. The Company believes that the employee leasing
program provides it with scheduling flexibility for seasonal production
requirements. The aggregate number of leased employees in the window plants
ranges from approximately 300 to 650 people based on seasonality.

TRADEMARKS AND PATENTS

     The Company has registered and nonregistered trade names and trademarks
covering the principal brand names and product lines under which its products
are marketed. The allocation of purchase price from the Merger Transaction
resulted in $98.7 million in trademarks and trade names of which $24.0 million
have remaining useful lives of 15 years and $74.7 million have indefinite lives.
The indefinite lived trademark and trade name consist of one trademark and the
Alside(R) trade name. The allocation of purchase price also resulted in $6.8
million of patents with estimated useful lives of 10 years. The Company has
obtained patents on certain claims associated with its siding, fencing, decking
and railing, and garage door products, which the Company believes distinguish
Alside's products from those of its competitors.

GOVERNMENT REGULATION AND ENVIRONMENTAL MATTERS

     The Company is subject to numerous federal and state statutes and
regulations relating to, among other things, air and water quality, the
discharge of materials into the environment and safety and health issues. The
Company does not expect compliance with these requirements to have a material
impact on the Company's earnings or competitive position in the foreseeable
future. Additionally, no significant capital expenditures are presently
anticipated related to compliance with these requirements.

     Certain environmental laws, including the federal Comprehensive
Environmental Response Compensation and Liability Act of 1980, as amended,
("CERCLA"), and comparable state laws, impose strict, and in certain
circumstances joint and several, liability upon specified responsible parties,
which include certain former owners and operators of waste sites designated for
clean up by environmental regulators. A facility initially owned by USX
Corporation ("USX") and subsequently owned by the Company, in Lumber City,
Georgia, which is now owned by Amercord, is subject to a Consent Order entered
into by Amercord with the Georgia Department of Natural Resources in 1994. We
are not a party to the Consent Order. We understand that soil and groundwater in
certain areas of the site (including in the area of two industrial waste
landfills) are being investigated under CERCLA by the United States
Environmental Protection Agency to determine whether remediation of those areas
may be required and whether the site should be listed on the state of federal
list of priority sites requiring remediation. Amercord, the current site owner,
does not have adequate financial resources to carry out additional remediation
that may be required, and if substantial remediation is required, claims may be
made against the Company, which could result in material expenditures. Should it
be necessary to incur costs related to the remediation of this site, the Company
and USX have agreed to share in those costs.

                                        6
<PAGE>

FINANCIAL INFORMATION ABOUT GEOGRAPHIC AREAS

     Not applicable.

RISK FACTORS

     The following discussion of risks relating to the Company's business should
be read carefully in connection with evaluating the Company's business,
prospects and the forward-looking statements contained in this report on Form
10-K and oral statements made by representatives of the Company from time to
time. Any of the following risks could materially adversely affect the Company's
business, operating results, financial condition and the actual outcome of
matters as to which forward-looking statements are made. For additional
information regarding forward-looking statements, see Item 7. "Management's
Discussion and Analysis of Financial Condition and Results of
Operations -- Certain Forward-Looking Statements."

     The Company's business is subject to a number of risks and uncertainties,
including those described below.

     The Company's substantial level of indebtedness could adversely affect its
financial condition and prevent it from fulfilling its obligations on the notes.

     The Company has a substantial amount of indebtedness, which will require
significant interest payments. As of December 31, 2002, the Company had
approximately $242.4 million of indebtedness and interest expense from
continuing operations for the 257 days ended December 31, 2002 of approximately
$16.9 million. Approximately $76.5 million of such debt is variable rate debt
and the effect of a 1% increase or decrease in interest rates would increase or
decrease such total annual interest expense by approximately $0.8 million.

     The Company's substantial level of indebtedness could have important
consequences, including the following:

     - the Company's ability to obtain additional financing for working capital,
       capital expenditures, acquisitions or general corporate purposes may be
       impaired;

     - the Company must use a substantial portion of its cash flow from
       operations to pay interest and principal on the notes and other
       indebtedness, which will reduce the funds available to the Company for
       other purposes such as potential acquisitions and capital expenditures;

     - the Company is exposed to fluctuations in interest rates, because the new
       credit facility has a variable rate of interest;

     - the Company has a higher level of indebtedness than some of its
       competitors, which may put it at a competitive disadvantage and reduce
       the Company's flexibility in planning for, or responding to, changing
       industry conditions, including increased competition;

     - the Company is more vulnerable to general economic downturns and adverse
       developments in its business; and

     - the Company's failure to comply with financial and other restrictive
       covenants in the indenture governing the 9 3/4% notes and other debt
       obligations, some of which require the Company to maintain specified
       financial ratios and limit the Company's ability to incur additional debt
       and sell assets, could result in an event of default that, if not cured
       or waived, could harm the Company's business or prospects and could
       result in bankruptcy.

     The Company expects to obtain money to pay its expenses and to pay the
principal and interest on the notes, new credit facility and other debt from
cash flow from operations. The Company's ability to meet expenses depends on
future performance, which will be affected by financial, business, economic and
other factors. The Company will not be able to control many of these factors,
such as economic conditions in the markets in which it operates and pressure
from competitors. The Company cannot be certain that cash flow will be
sufficient to allow it to pay principal and interest on its debt, including the
9 3/4% notes, and meet its other obligations. If the Company does not have
enough money, it may be required to refinance all or part of

                                        7
<PAGE>

its existing debt, including the 9 3/4% notes, sell assets or borrow more money.
The Company may not be able to refinance on acceptable terms, if at all. In
addition, the terms of existing or future debt agreements, including the credit
facility and the indenture governing the 9 3/4% notes, may restrict the Company
from pursuing any of these alternatives. The failure to generate sufficient cash
flow or to achieve such alternative financing could significantly and adversely
affect the value of the 9 3/4% notes.

     The Company will be able to incur more indebtedness and the risks
associated with its substantial leverage, including its ability to service its
indebtedness, will increase.

     The indenture relating to the 9 3/4% notes and the credit agreement
governing the new credit facility will permit the Company, subject to specified
conditions, to incur a significant amount of additional indebtedness. In
addition, the Company may incur an additional $37.4 million of indebtedness
under the revolving portion of its credit facility. If the Company incurs
additional debt, the risks associated with its substantial leverage, including
its ability to service its debt, would increase.

     The right to receive payments on the 9 3/4% notes and guarantees is
subordinated to the Company's senior debt.

     Payment on the notes and guarantees is subordinated in right of payment to
all of the Company's and its guarantors' senior debt. As of December 31, 2002,
the notes and the related guarantees were subordinated to approximately $76.5
million of senior debt. In addition, $37.4 million of senior debt was available
for borrowing under the revolving portion of its credit facility. As a result,
upon any distribution to creditors or the creditors of the guarantors in a
bankruptcy, liquidation, reorganization or similar proceeding relating to the
Company or its guarantors or its or their property, the holders of the senior
debt will be entitled to be paid in full in cash before any payment may be made
on the 9 3/4% notes or the guarantees thereof. In these cases, the Company and
its guarantors may not have sufficient funds to pay all of its creditors, and
holders of the 9 3/4% notes may receive less, ratably, than the holders of
senior debt. In addition, all payments on the 9 3/4% notes and the related
guarantees will be blocked in the event of a payment default on the designated
senior debt and may be blocked for up to 179 consecutive days in the event of
certain non-payment defaults on designated senior debt.

     The indenture for the 9 3/4% notes and credit facility impose significant
operating and financial restrictions on the Company, which may prevent it from
capitalizing on business opportunities and taking some corporate actions.

     The indenture for the 9 3/4% notes and credit facility impose, and the
terms of any future debt may impose, significant operating and financial
restrictions on the Company. These restrictions, among other things, limit the
Company's ability and that of its subsidiaries to:

     - incur or guarantee additional indebtedness;

     - pay dividends or make other distributions;

     - repurchase stock;

     - make investments;

     - sell or otherwise dispose of assets including capital stock of
       subsidiaries;

     - create liens;

     - enter into agreements restricting the Company's subsidiaries' ability to
       pay dividends;

     - enter into transactions with affiliates; and

     - consolidate, merge or sell all of its assets.

     These covenants may adversely affect the Company's ability to finance
future operations or capital needs to pursue available business opportunities.

                                        8
<PAGE>

     In addition, the credit facility requires the Company to maintain other
specified financial ratios. These covenants may adversely affect the Company's
ability to finance its future operations or capital needs or to pursue available
business opportunities or limit the ability to plan for or react to market
conditions or meet capital needs or otherwise restrict activities or business
plans. A breach of any of these covenants or inability to maintain the required
financial ratios could result in a default in respect of the related
indebtedness. If a default occurs, the relevant lenders could elect to declare
the indebtedness, together with accrued interest and other fees, to be
immediately due and payable and proceed against any collateral securing that
indebtedness.

     The exterior building products industry is cyclical and downturns in the
industry or the economy could negatively affect business, operating results and
the value of the 9 3/4% notes.

     The exterior building products industry is cyclical and is significantly
affected by changes in national and local economic and other conditions such as
employment levels, migration trends, availability of financing, interest rates
and consumer confidence. These factors can negatively affect the demand for and
pricing of the Company's products. A prolonged recession affecting the
residential construction industry could also result in a significant decrease in
the Company's financial performance. The occurrence or continuation of any of
the above items, many of which are outside the Company's control, and the items
described below could have a negative impact on business and adversely affect
the value of the 9 3/4% notes.

     Increases in interest rates and the reduced availability of financing for
home improvements may cause sales and profitability to decrease.

     In general, demand for home improvement products is adversely affected by
increases in interest rates and the reduced availability of financing. If
interest rates increase and consequently, the ability of prospective buyers to
finance purchases of home improvement products and invest in new real estate is
adversely affected, sales, gross margins and cash flow may also be adversely
impacted and the impact may be material.

     The Company has substantial fixed costs and, as a result, operating income
is sensitive to changes in net sales.

     The Company operates with significant operating and financial leverage.
Significant portions of the Company's manufacturing, selling, general and
administrative expenses are fixed costs that neither increase nor decrease
proportionately with sales. As a result, a percentage change in the Company's
net sales will have a greater percentage effect on income from operations,
assuming the Company continues to offset increases in vinyl resin costs with
price increases to its customers. In addition, a significant portion of the
Company's interest expense is fixed.

     The company could face potential product liability claims relating to
products it manufactures or distributes.

     The Company faces a business risk of exposure to product liability claims
in the event that the use of its products is alleged to have resulted in injury
or other adverse effects. The Company currently maintains product liability
insurance coverage, but it may not be able to obtain such insurance on
acceptable terms in the future, if at all, or any such insurance may not provide
adequate coverage against potential claims. Product liability claims can be
expensive to defend and can divert management and other personnel for months or
years regardless of the ultimate outcome. An unsuccessful product liability
defense could have a material adverse effect on the Company's business,
financial condition, results of operations or business prospects or ability to
make payments on the 9 3/4% notes when due.

     The Company has significant goodwill and other intangible assets.

     The Company has accounted for the Merger Transaction using the purchase
method of accounting. The purchase price has been allocated to assets and
liabilities based on the fair values of the assets acquired and the liabilities
assumed. The excess of cost over fair value of the new identifiable assets
acquired has been recorded as goodwill. These purchase price allocations have
been made based upon valuations and other studies. As a result of the merger,
the Company has approximately $105.5 million of other intangible assets and
$197.5 million of goodwill. Given the significant amount of goodwill and other
intangible assets as a result of the merger, any future impairment of the
goodwill and other intangible assets recorded could have an
                                        9
<PAGE>

adverse effect on the Company's results of operations and financial position;
however, the extent of any such impairment, if any, cannot be predicted at this
time.

     The Company is controlled by affiliates of Harvest Partners, Inc., whose
interests may be different than other investors.

     By reason of Harvest Partners and its affiliates ownership of the Company
and the ability of Harvest Partners and its affiliates, pursuant to a
stockholders agreement among stockholders of Associated Materials Holdings Inc.,
to designate a majority of the members of the board of directors of Holdings,
Harvest Partners will control actions to be taken by the Company's stockholder
and/or board of directors, including amendments to the Company's certificate of
incorporation and by-laws and approval of significant corporate transactions,
including mergers and sales of substantially all of the Company's assets. The
interest of Harvest Partners and its affiliates interests may be materially
different than other investors in the Company. For example, Harvest Partners may
cause the Company to pursue a growth strategy, which could impact the Company's
ability to make payments under the indenture governing the 9 3/4% notes and the
new credit facility or cause a change of control. In addition, to the extent
permitted by the indenture and the new credit facility, Harvest Partners may
cause the Company to pay dividends rather than make capital expenditures.

ITEM 2.  PROPERTIES

     The Company's operations include both owned and leased facilities as
described below:

<Table>
<Caption>
LOCATION                                     PRINCIPAL USE                    SQUARE FEET
--------                                     -------------                    -----------
<S>                          <C>                                              <C>
Akron, Ohio................  Associated Materials Incorporated and Alside
                             Headquarters                                        70,000
                             Vinyl Windows, Vinyl Fencing, Decking and
                             Railing and Vinyl Garage Doors                     577,000
Ennis, Texas...............  Vinyl Siding Products                              301,000
Freeport, Texas............  Vinyl Siding Products                              120,000
West Salem, Ohio...........  Vinyl Window Extrusions, Fencing, Decking and
                             Railing and Vinyl Garage Door Panels               173,000
Kinston, North Carolina....  Vinyl Windows                                      319,000(1)
Cedar Rapids, Iowa.........  Vinyl Windows                                      128,000(1)
Bothell, Washington........  Vinyl Windows                                      159,000(1)
</Table>

---------------

(1) Leased facilities.

     Management believes that the Company's facilities are generally in good
operating condition and are adequate to meet anticipated requirements in the
near future.

     Alside also operates 90 Alside Supply Centers in major metropolitan areas
throughout the United States. Except for one owned location in Akron, Ohio, the
Company leases its supply centers for terms generally ranging from five to seven
years with renewal options. The supply centers range in size from 6,000 square
feet to 50,000 square feet depending on sales volume and the breadth and type of
products offered at each location.

     The leases for Alside's window plants extend through 2011 for the Bothell
location and 2005 for the Cedar Rapids and Kinston locations. Each lease is
renewable at the Company's option for an additional five-year period. Following
the Merger Transaction, the Company moved its corporate headquarters to the
Akron, Ohio location.

ITEM 3.  LEGAL PROCEEDINGS

     The Company is involved from time to time in litigation arising in the
ordinary course of its business, none of which, after giving effect to the
Company's existing insurance coverage, is expected to have a material adverse
effect on the Company.

                                        10
<PAGE>

     From time to time, the Company is involved in a number of proceedings and
potential proceedings relating to environmental and product liability matters.
The Company handles these claims in the ordinary course of business and
maintains product liability insurance covering certain types of claims. Although
it is difficult to estimate the Company's potential exposure to these matters,
the Company believes that the resolution of these matters will not have a
material adverse effect on the Company's financial position, results of
operations or liquidity.

ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITIES HOLDERS

     None.

                                    PART II

ITEM 5.  MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

MARKET INFORMATION

     There is no established public trading market for the Company's common
equity securities.

HOLDERS

     As of February 28, 2003, Holdings was the Company's sole record holder of
its common stock.

DIVIDENDS

     Prior to the Merger Transaction, the Company paid dividends of $0.20 per
share in 2001 and $0.05 per share in the 108 days ended April 18, 2002. The
Company presently does not intend to pay cash dividends. In addition, the
Company's credit facility and indenture governing the 9 3/4% notes restrict
dividend payments.

EQUITY COMPENSATION PLANS

     The Company has no outstanding equity compensation plans under which equity
securities of the Company are authorized for issuance.

                                        11
<PAGE>

ITEM 6.  SELECTED FINANCIAL DATA

     The selected financial data set forth below for the five-year period ended
December 31, 2002 was derived from the audited financial statements of the
Company. The Company's results of operations prior to the date of the Merger
Transaction are presented as the results of the Predecessor. The results of
operations, including the Merger Transaction and results thereafter, are
presented as the results of the Successor and include 257 days from April 19,
2002 to December 31, 2002. In addition, the Company completed the sale of its
AmerCable division on June 24, 2002. AmerCable's results through April 18, 2002
are included in the results of continuing operations of the Predecessor.
Subsequent to April 18, 2002, AmerCable's results are presented as discontinued
operations of the Successor as it was the Successor's decision to divest this
division. The data should be read in conjunction with Management's Discussion
and Analysis of Financial Condition and Results of Operations and the financial
statements, related notes and other financial information included elsewhere in
this report.

<Table>
                                                                            ONE
                                                                          HUNDRED
                                                                           EIGHT      TWO HUNDRED
                                                                            DAYS      FIFTY-SEVEN
                                       YEAR ENDED DECEMBER 31,             ENDED      DAYS ENDED
                              -----------------------------------------   APRIL 18,   DECEMBER 31,
                                1998       1999       2000       2001       2002         2002
                              --------   --------   --------   --------   ---------   ------------
                                                   PREDECESSOR                        SUCCESSOR
                                                         (IN THOUSANDS)
<S>                           <C>        <C>        <C>        <C>        <C>         <C>
INCOME STATEMENT DATA:
Net sales...................  $410,111   $455,268   $499,393   $595,819   $180,230     $ 449,324
Cost of sales...............   285,822    317,596    353,994    425,366    130,351       317,077
                              --------   --------   --------   --------   --------     ---------
Gross profit................   124,289    137,672    145,399    170,453     49,879       132,247
Selling, general and
  administrative expenses...    88,727     96,028    107,255    119,945     43,272        86,097
Other income, net(1)........     2,673         --         --         --         --            --
                              --------   --------   --------   --------   --------     ---------
Income from operations......    38,235     41,644     38,144     50,508      6,607        46,150
Interest expense............     7,565      6,779      6,046      6,795      2,068        16,850
Gain on the sale of
  UltraCraft(2).............        --         --      8,012         --         --            --
Merger transaction
  costs(3)..................        --         --         --         --      9,319            --
Equity in loss of
  Amercord..................     1,881      1,337         --         --         --            --
Write-down of Amercord(4)...     4,351         --         --      2,393         --            --
                              --------   --------   --------   --------   --------     ---------
Income (loss) before income
  tax expense...............    24,438     33,528     40,110     41,320     (4,780)       29,300
Income tax expense..........    11,382     13,038     16,555     15,908        977        12,161
                              --------   --------   --------   --------   --------     ---------
Income (loss) from
  continuing operations
  before extraordinary
  item......................    13,056     20,490     23,555     25,412     (5,757)       17,139
Loss from discontinued
  operations................        --         --         --         --         --          (521)
Extraordinary items,
  net(5)....................    (4,107)        --         --         --         --        (4,434)
                              --------   --------   --------   --------   --------     ---------
Net income (loss)...........  $  8,949   $ 20,490   $ 23,555   $ 25,412   $ (5,757)    $  12,184
                              ========   ========   ========   ========   ========     =========
</Table>

                                        12
<PAGE>

<Table>
<Caption>
                                                                             ONE
                                                                           HUNDRED        TWO
                                                                            EIGHT       HUNDRED
                                                                            DAYS      FIFTY-SEVEN
                                       YEAR ENDED DECEMBER 31,              ENDED      DAYS ENDED
                              -----------------------------------------   APRIL 18,   DECEMBER 31,
                                1998       1999       2000       2001       2002          2002
                              --------   --------   --------   --------   ---------   ------------
                                                   PREDECESSOR                        SUCCESSOR
                                                         (IN THOUSANDS)
<S>                           <C>        <C>        <C>        <C>        <C>         <C>
OTHER DATA:
EBITDA(6)...................  $ 32,235   $ 48,826   $ 55,706   $ 59,034   $  1,257     $  46,380
Adjusted EBITDA(7)..........    38,497     45,941     40,386     53,066      9,356        55,210
Capital expenditures........    14,261     18,915     11,925     15,022      3,817         8,938
Cash provided by (used in)
  operating activities......    26,799     15,244     22,968     43,989    (18,258)       42,577
Cash used in investing
  activities................   (14,712)   (17,619)    (5,538)    (9,861)    (3,597)     (359,984)
Cash provided by (used in)
  financing activities......       942     (9,157)    (4,983)   (21,138)      (245)      324,736
</Table>

<Table>
<Caption>
                                                              DECEMBER 31,
                                          ----------------------------------------------------
                                            1998       1999       2000       2001       2002
                                          --------   --------   --------   --------   --------
                                                         PREDECESSOR                  SUCCESSOR
                                                             (IN THOUSANDS)
<S>                                       <C>        <C>        <C>        <C>        <C>
BALANCE SHEET DATA:
Working capital(8)......................  $ 80,370   $ 87,763   $106,635   $110,632   $ 88,546
Total assets(8).........................   190,464    208,181    235,712    258,660    565,537
Short-term debt, including current
  maturities............................     3,600         --         --         --         --
Long-term debt, less current
  maturities............................    75,000     75,000     75,000     75,000    242,408
Stockholders' equity....................    64,378     79,326     97,990    102,675    177,769
</Table>

---------------

(1) The Company recorded a $5.9 million curtailment gain due to the freeze of
    the Alside Retirement Plan at December 31, 1998. The Company also accrued an
    additional $3.3 million expense for retiree medical benefits related to the
    1989 closure of Alside's metal siding plant.

(2) The Company recorded an $8.0 million pre-tax gain on the sale of its
    UltraCraft operation, a manufacturer of semi-custom cabinets, in June 2000.

(3) Merger transaction costs include investment banking and legal fees incurred
    by the Predecessor in conjunction with the strategic review process and
    subsequent Merger Transaction with Harvest Partners.

(4) In 1998, the Company recorded a pretax write-down on its investment in
    Amercord in anticipation of a loss on the sale of Amercord. In 2001, the
    Company recorded a $2.4 million loss upon the write-off of its remaining
    investment in Amercord due to the deterioration of Amercord's operations.

(5) In 1998, the extraordinary item represents, net of tax, the loss recognized
    on the write-off of debt issuance costs and the prepayment premium paid on
    the purchase of the Company's 11 1/2% senior subordinated notes. In 2002,
    the extraordinary items include, net of tax, $2.8 million for the
    extinguishment of substantially all of the Successor's assumed 9 1/4% notes
    and $1.6 million for the expense of financing fees related to an interim
    credit facility utilized for the Merger Transaction, which was repaid
    shortly thereafter.

(6) EBITDA is calculated as net income (loss) plus interest, taxes, depreciation
    and amortization. The Company presents EBITDA because it believes that
    EBITDA is used by certain investors as one measure of a company's historical
    ability to service its debt. EBITDA should not be considered an alternative
    to, or more meaningful than, net income (loss) as an indicator of a
    company's operating performance or to cash flows as a measure of liquidity.
    EBITDA has not been prepared in accordance with accounting principles
    generally accepted in the United States. Therefore, EBITDA as presented by

                                        13
<PAGE>

the Company, may not be comparable to similarly titled measures reported by
other companies. The reconciliation of net income (loss) to EBITDA is as
follows:

<Table>
<Caption>
                                                                                     ONE
                                                                                   HUNDRED        TWO
                                                                                    EIGHT       HUNDRED
                                                                                    DAYS      FIFTY-SEVEN
                                                 YEAR ENDED DECEMBER 31,            ENDED      DAYS ENDED
                                          -------------------------------------   APRIL 18,   DECEMBER 31,
                                           1998      1999      2000      2001       2002          2002
                                          -------   -------   -------   -------   ---------   ------------
                                                             PREDECESSOR                      SUCCESSOR
                                                                   (IN THOUSANDS)
<S>       <C>                             <C>       <C>       <C>       <C>       <C>         <C>
Net income (loss).......................  $ 8,949   $20,490   $23,555   $25,412    $(5,757)     $12,184
Interest  -- Continuing operations......    7,565     6,779     6,046     6,795      2,068       16,850
          -- Discontinued operations....       --        --        --        --         --        1,213
Taxes     -- Continuing operations......   11,382    13,038    16,555    15,908        977       12,161
          -- Discontinued operations....       --        --        --        --         --         (370)
          -- Extraordinary items........   (2,878)       --        --        --         --       (3,145)
Depreciation and amortization
          -- Continuing operations......    7,217     8,519     9,550    10,919      3,969        7,169
          -- Discontinued operations....       --        --        --        --         --          318
                                          -------   -------   -------   -------    -------      -------
EBITDA..................................  $32,235   $48,826   $55,706   $59,034    $ 1,257      $46,380
                                          =======   =======   =======   =======    =======      =======
</Table>

(7) Adjusted EBITDA represents EBITDA plus certain non-recurring items less
    AmerCable's operating results. The Company believes that Adjusted EBITDA
    presents a more meaningful discussion than EBITDA since Adjusted EBITDA
    corresponds to EBITDA as it is defined in the Company's credit facility and
    in the indenture governing the 9 3/4% notes as it excludes non-recurring
    items. The credit facility and indenture governing the 9 3/4% notes have
    certain financial covenants that use ratios utilizing the Company's Adjusted
    EBITDA. The definition of EBITDA under the Company's credit facility does
    not exclude the results of AmerCable. The Company has, however, excluded the
    results of AmerCable when calculating Adjusted EBITDA as AmerCable will not
    be included in the Company's ongoing operations. The nonrecurring items and
    results of AmerCable are expected to have no ongoing cash requirements and
    no impact on the Company's ongoing operations. Adjusted EBITDA has not been
    prepared in accordance with accounting principles generally accepted in the
    United States. Adjusted EBITDA as presented by the Company may not be
    comparable to similarly titled measures reported by other companies. EBITDA
    reconciles to Adjusted EBITDA as follows:

<Table>
<Caption>
                                                                             ONE
                                                                           HUNDRED        TWO
                                                                            EIGHT       HUNDRED
                                                                            DAYS      FIFTY-SEVEN
                                         YEAR ENDED DECEMBER 31,            ENDED      DAYS ENDED
                                  -------------------------------------   APRIL 18,   DECEMBER 31,
                                   1998      1999      2000      2001       2002          2002
                                  -------   -------   -------   -------   ---------   ------------
                                                     PREDECESSOR                      SUCCESSOR
                                                           (IN THOUSANDS)
<S>                               <C>       <C>       <C>       <C>       <C>         <C>
EBITDA..........................  $32,235   $48,826   $55,706   $59,034    $ 1,257      $46,380
Extraordinary items,
  pre-tax(a)....................    6,985        --        --        --         --        7,579
AmerCable's EBITDA(b)...........   (6,955)   (4,222)   (7,308)   (8,361)    (1,220)        (640)
Loss on write down of Amercord
  Inc.(c).......................    4,351        --        --     2,393         --           --
Merger transaction costs(d).....       --        --        --        --      9,319           --
Cost of sales adjustment(e).....       --        --        --        --         --        1,891
Equity loss in Amercord,
  Inc.(f).......................    1,881     1,337        --        --         --           --
Gain on sale of Ultracraft(g)...       --        --    (8,012)       --         --           --
                                  -------   -------   -------   -------    -------      -------
Adjusted EBITDA.................  $38,497   $45,941   $40,386   $53,066    $ 9,356      $55,210
                                  =======   =======   =======   =======    =======      =======
</Table>

                                        14
<PAGE>

---------------

        (a)  See (5) above for a description of the extraordinary items.

        (b)  AmerCable's EBITDA is calculated as its net income plus interest,
             taxes, depreciation and amortization.

        (c)  Represents the write down of the Company's investment in Amercord
             Inc. to its net realizable value.

        (d)  See (3) above for a description of Merger Transaction costs.

        (e)  The cost of sales adjustment is the expense related to an inventory
             fair value adjustment recorded at the time of the merger.

        (f)  Represents the loss on the Company's investment in Amercord Inc.

        (g)  Represents the gain the Company realized on the sale of its
             Ultracraft cabinet division.

(8) Certain prior period amounts have been reclassified to conform with the
    current period presentation.

ITEM 7.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
         OF OPERATIONS

OVERVIEW

     Prior to the Merger Transaction and the sale of AmerCable, the Company
consisted of two operating divisions, Alside and AmerCable. Subsequent to the
Merger Transaction and the sale of AmerCable, Alside and Corporate represent the
ongoing operations of the Company. The Company is now in the single business of
manufacturing and distributing exterior residential building products.

     On March 16, 2002, the Company entered into a merger agreement ("Merger
Agreement") with Associated Materials Holdings Inc. ("Holdings") and its wholly
owned subsidiary, Simon Acquisition Corp. The Merger Agreement provided for the
acquisition of all shares of the Company's then outstanding common stock through
a cash tender offer for $50.00 per share. The Merger Agreement also required
that the Company commence a tender offer to purchase all of its then outstanding
9 1/4% notes. On April 19, 2002, the cash tender offer for the Company's then
outstanding common stock and the cash tender offer for approximately $74.0
million of the Company's then outstanding 9 1/4% notes was completed. Simon
Acquisition Corp. was then merged with and into the Company with the Company
continuing as a privately held, wholly owned subsidiary of Holdings (which is
controlled by affiliates of Harvest Partners, Inc.).

     On June 24, 2002, the Company completed the sale of its AmerCable division
to AmerCable Incorporated, a newly-formed entity controlled by members of
AmerCable's management and Wingate Partners III, L.P., for cash proceeds of
approximately $28.3 million and the assumption of certain liabilities pursuant
to an asset purchase agreement dated as of the same date. The Company used the
net proceeds to repay a portion of its credit facility. AmerCable is a leading
manufacturer of specialty electrical cable products primarily used in the
mining, marine and offshore drilling industries. AmerCable accounted for
approximately 12% and 13% of the Company's net sales in 2001 and 2000,
respectively.

     Accounting principles generally accepted in the United States require the
Company's results of operations prior to the date of the Merger Transaction to
be presented as the results of the Predecessor. The results of operations,
including the Merger Transaction and results thereafter, are presented as the
results of the Successor and include 257 days from April 19, 2002 to December
31, 2002. AmerCable's results through April 18, 2002 are included in the results
of continuing operations of the Predecessor. Subsequent to April 18, 2002,
AmerCable's results are presented as discontinued operations of the Successor as
it was the Successor's decision to divest this division.

     Alside, which currently represents all of the Company's operations,
accounted for more than 87% of the Company's net sales in 2001 and 2000. Because
its exterior residential building products are consumer durable goods, the
Company's sales are impacted by the availability of consumer credit, consumer
interest rates, employment trends, changes in levels of consumer confidence,
national and regional trends in new housing starts and general economic
conditions. The Company's sales are also affected by changes in consumer
preferences with respect to types of building products. The Company's products
are used in the repair and

                                        15
<PAGE>

remodeling, as well as the new construction, sectors of the building industry.
The Company believes that approximately two-thirds of its total building product
net sales were made to the repair and remodeling sector in 2002, 2001 and 2000.

     The Company believes that vinyl building products continue to gain market
share from metal and wood products due to vinyl's favorable attributes, which
include its durability, lower maintenance cost and lower cost. Although no
assurances can be given, the Company further believes that these increases in
market share, together with increased marketing efforts, will increase the
Company's sales of vinyl siding, vinyl windows and other complementary building
products.

     The Company operates with significant operating and financial leverage.
Significant portions of the Company's manufacturing, selling, general and
administrative expenses are fixed costs that neither increase nor decrease
proportionately with sales. As a result, a percentage change in the Company's
net sales will have a greater percentage effect on income from operations,
assuming the Company continues to offset increases in vinyl resin costs with
price increases to its customers. In addition, a significant portion of the
Company's interest expense is fixed.

                                        16
<PAGE>

     The following table sets forth for the periods indicated the results of the
Company's operations by segment (in thousands):

<Table>
<Caption>
                                                        ONE           TWO
                                                      HUNDRED       HUNDRED
                                                    EIGHT DAYS    FIFTY-SEVEN                    YEAR ENDED
                                                       ENDED       DAYS ENDED    ------------------------------------------
                                                     APRIL 18,    DECEMBER 31,   DECEMBER 31,   DECEMBER 31,   DECEMBER 31,
                                                       2002           2002           2002           2001           2000
                                                    -----------   ------------   ------------   ------------   ------------
                                                    PREDECESSOR    SUCCESSOR       COMBINED     PREDECESSOR    PREDECESSOR
<S>            <C>                                  <C>           <C>            <C>            <C>            <C>
Net sales
  Alside..........................................   $161,959       $449,324       $611,283       $524,528       $434,845
  AmerCable.......................................     18,271             --         18,271         71,291         64,548
                                                     --------       --------       --------       --------       --------
          Total...................................    180,230        449,324        629,554        595,819        499,393
Gross profit
  Alside..........................................     47,102        132,247        179,349        156,626        131,704
  AmerCable.......................................      2,777             --          2,777         13,827         13,695
                                                     --------       --------       --------       --------       --------
          Total...................................     49,879        132,247        182,126        170,453        145,399
Selling, general and administrative expense
  Alside & Corporate..............................     41,080         86,097        127,177        112,771         99,375
  AmerCable.......................................      2,192             --          2,192          7,174          7,880
                                                     --------       --------       --------       --------       --------
          Total...................................     43,272         86,097        129,369        119,945        107,255
                                                     --------       --------       --------       --------       --------
Income from operations
  Alside & Corporate..............................      6,022         46,150         52,172         43,855         32,329
  AmerCable.......................................        585             --            585          6,653          5,815
                                                     --------       --------       --------       --------       --------
          Total...................................      6,607         46,150         52,757         50,508         38,144
Interest, net.....................................      2,068         16,850         18,918          6,795          6,046
                                                     --------       --------       --------       --------       --------
Income from continuing operations before other
  non-operating expenses, income taxes and
  extraordinary items.............................      4,539         29,300         33,839         43,713         32,098
Gain on the sale of Ultracraft....................         --             --             --             --          8,012
Merger transaction costs..........................      9,319             --          9,319             --             --
Loss on writedown of Amercord Inc.................         --             --             --          2,393             --
                                                     --------       --------       --------       --------       --------
Income (loss) from continuing operations before
  income taxes and extraordinary items............
                                                       (4,780)        29,300         24,520         41,320         40,110
Income taxes......................................        977         12,161         13,138         15,908         16,555
                                                     --------       --------       --------       --------       --------
Income (loss) from continuing operations before
  extraordinary items.............................     (5,757)        17,139         11,382         25,412         23,555
Loss from discontinued operations.................         --           (521)          (521)            --             --
Extraordinary items, net of tax...................         --         (4,434)        (4,434)            --             --
                                                     --------       --------       --------       --------       --------
Net income (loss).................................   $ (5,757)      $ 12,184       $  6,427       $ 25,412       $ 23,555
                                                     ========       ========       ========       ========       ========
</Table>

                                        17
<PAGE>

<Table>
<Caption>
                                                        ONE           TWO
                                                      HUNDRED       HUNDRED
                                                    EIGHT DAYS    FIFTY-SEVEN                    YEAR ENDED
                                                       ENDED       DAYS ENDED    ------------------------------------------
                                                     APRIL 18,    DECEMBER 31,   DECEMBER 31,   DECEMBER 31,   DECEMBER 31,
                                                       2002           2002           2002           2001           2000
                                                    -----------   ------------   ------------   ------------   ------------
                                                    PREDECESSOR    SUCCESSOR       COMBINED     PREDECESSOR    PREDECESSOR
<S>            <C>                                  <C>           <C>            <C>            <C>            <C>
Reconciliation of net income (loss) to EBITDA(1):
  Net income (loss)...............................   $ (5,757)      $ 12,184       $  6,427       $ 25,412       $ 23,555
  Interest     -- Continuing operations...........      2,068         16,850         18,918          6,795          6,046
               -- Discontinued operations.........         --          1,213          1,213             --             --
  Taxes        -- Continuing operations...........        977         12,161         13,138         15,908         16,555
               -- Discontinued operations.........         --           (370)          (370)            --             --
               -- Extraordinary items.............         --         (3,145)        (3,145)            --             --
  Depreciation and amortization
               -- Continuing operations...........      3,969          7,169         11,138         10,919          9,550
               -- Discontinued operations.........         --            318            318             --             --
                                                     --------       --------       --------       --------       --------
  EBITDA..........................................   $  1,257       $ 46,380       $ 47,637       $ 59,034       $ 55,706
                                                     ========       ========       ========       ========       ========
Reconciliation of EBITDA to Adjusted EBITDA(1):
  EBITDA..........................................   $  1,257       $ 46,380       $ 47,637       $ 59,034       $ 55,706
  Extraordinary items, pre-tax....................         --          7,579          7,579             --             --
  AmerCable's EBITDA..............................     (1,220)          (640)        (1,860)        (8,361)        (7,308)
  Loss on writedown of Amercord Inc...............         --             --             --          2,393             --
  Merger transaction costs........................      9,319             --          9,319             --             --
  Cost of sales adjustment........................         --          1,891          1,891             --             --
  Gain on sale of Ultracraft......................         --             --             --             --         (8,012)
                                                     --------       --------       --------       --------       --------
  Adjusted EBITDA.................................   $  9,356       $ 55,210       $ 64,566       $ 53,066       $ 40,386
                                                     ========       ========       ========       ========       ========
</Table>

<Table>
<Caption>
                                   TWO HUNDRED
                                FIFTY-SEVEN DAYS           ONE HUNDRED                  YEARS ENDED DECEMBER 31,
                                      ENDED             EIGHT DAYS ENDED      ---------------------------------------------
                                DECEMBER 31, 2002        APRIL 18, 2002               2001                    2000
                              ---------------------   ---------------------   ---------------------   ---------------------
                                         % OF TOTAL              % OF TOTAL              % OF TOTAL              % OF TOTAL
                               AMOUNT    NET SALES     AMOUNT    NET SALES     AMOUNT    NET SALES     AMOUNT    NET SALES
                              --------   ----------   --------   ----------   --------   ----------   --------   ----------
                                    SUCCESSOR              PREDECESSOR             PREDECESSOR             PREDECESSOR
                                                                 (DOLLARS IN THOUSANDS)
<S>                           <C>        <C>          <C>        <C>          <C>        <C>          <C>        <C>
ALSIDE/CORPORATE:
Net sales...................  $449,324     100.0%     $161,959     100.0%     $524,528     100.0%     $434,845     100.0%
Gross profit................   132,247      29.4        47,102      29.1       156,626      29.9       131,704      30.3
Selling, general and
  administrative
  expenses(2)...............    86,097      19.2        41,080      25.4       112,771      21.5        99,375      22.9
                              --------     -----      --------     -----      --------     -----      --------     -----
Income from operations......  $ 46,150      10.3%     $  6,022       3.7%     $ 43,855       8.4%     $ 32,329       7.4%
                              ========     =====      ========     =====      ========     =====      ========     =====
Depreciation and
  amortization..............  $  7,169                $  3,334                $  9,211                $  8,057
Capital expenditures........  $  8,938                $  2,036                $ 11,663                $  8,217
</Table>

                                        18
<PAGE>

<Table>
<Caption>
                                                       ONE HUNDRED                  YEARS ENDED DECEMBER 31,
                                                    EIGHT DAYS ENDED      ---------------------------------------------
                                                     APRIL 18, 2002               2001                    2000
                                                  ---------------------   ---------------------   ---------------------
                                                             % OF TOTAL              % OF TOTAL              % OF TOTAL
                                                   AMOUNT    NET SALES     AMOUNT    NET SALES     AMOUNT    NET SALES
                                                  --------   ----------   --------   ----------   --------   ----------
                                                       PREDECESSOR             PREDECESSOR             PREDECESSOR
                                                                         (DOLLARS IN THOUSANDS)
<S>                                               <C>        <C>          <C>        <C>          <C>        <C>
AMERCABLE(3):
Net sales.......................................  $ 18,271     100.0%     $ 71,291     100.0%     $ 64,548     100.0%
Gross profit....................................     2,777      15.2        13,827      19.4        13,695      21.2
Selling, general and administrative expenses....     2,192      12.0         7,174      10.1         7,880      12.2
                                                  --------     -----      --------     -----      --------     -----
Income from operations..........................  $    585       3.2%     $  6,653       9.3%     $  5,815       9.0%
                                                  ========     =====      ========     =====      ========     =====
Depreciation and amortization...................  $    635                $  1,708                $  1,493
Capital expenditures............................  $  1,781                $  3,359                $  3,708
</Table>

---------------

(1) See Item 6. Selected Financial Data for description of EBITDA and Adjusted
    EBITDA including the purpose and usefulness of these financial measures.

(2) Certain prior period amounts have been reclassified to conform with the
    current period presentation. Includes corporate expenses of $1.3 million for
    the 108 days ended April 18, 2002 and $5.0 million and $4.0 million for the
    years ended December 31, 2001 and 2000, respectively. The Company's
    corporate office was relocated from Texas to Ohio after the Merger
    Transaction.

(3) Subsequent to April 18, 2002, AmerCable's results are presented as
    discontinued operations of the Successor as it was the Successor's decision
    to divest this division.

RESULTS OF OPERATIONS

  YEAR ENDED DECEMBER 31, 2002 (COMBINED SUCCESSOR AND PREDECESSOR RESULTS)
  COMPARED TO YEAR ENDED DECEMBER 31, 2001

  Alside and Corporate

     Net sales increased 16.5% to $611.3 million for the year ended December 31,
2002 compared to $524.5 million for the same period in 2001 due to increased
sales of vinyl windows and vinyl siding. Unit sales of vinyl windows and vinyl
siding increased 38% and 6%, respectively, for the year ended December 31, 2002
compared to the same period in 2001. The increase in sales volume is the result
of the Company's marketing investments and continued expansion of its nationwide
distribution network of supply centers. The Company also believes that the
increased sales volume can be attributed to consumers' demand for professional
remodeling services including vinyl replacement windows and vinyl siding as a
means to enhance home values during a time of historically low interest rates.
While vinyl siding unit sales increased for the full year, unit sales of vinyl
siding decreased 3% during the fourth quarter of 2002 compared to the same
period in 2001. The decrease in unit sales of vinyl siding in the fourth quarter
is primarily a result of the continuing macroeconomic uncertainties, which are
impacting the entire vinyl siding industry. The Company believes the vinyl
siding industry decreased 5% during the fourth quarter of 2002. Gross profit
increased to $179.3 million, or 29.3% of net sales, for the year ended December
31, 2002 compared to $156.6 million, or 29.9% of net sales, for the same period
in 2001. The decrease in gross profit margin percentage was a result of window
sales, which have a lower gross margin percentage, comprising a larger
proportion of total sales in 2002 compared to 2001. More recently, gross profit
in the fourth quarter of 2002 was $43.7 million, or 27.5% of net sales. This
compares to $43.5 million, or 30.1% of net sales, in the fourth quarter of 2001.
In addition to being impacted by the mix of window sales versus siding sales,
this decrease in gross margin percentage was due to increased resin costs and
short-term manufacturing inefficiencies resulting from process and product
changes implemented at the Company's vinyl siding manufacturing facilities in
the fourth quarter. SG&A expense increased to $127.2 million, or 20.8% of net
sales, for the year ended December 31, 2002 versus $112.8 million, or 21.5% of
net sales, in the same period in 2001. SG&A expense increased as a result of
seven new supply centers

                                        19
<PAGE>

added during 2002, personnel added to support sales growth at existing supply
centers, additional marketing investments to drive higher sales and increased
commission expense resulting from the higher sales. Income from operations
increased to $52.2 million, or 8.5% of net sales, for the year ended December
31, 2002 compared to $43.9 million, or 8.4% of net sales, for the same period in
2001.

 EBITDA and Adjusted EBITDA

     EBITDA for the year ended December 31, 2002 was $47.6 million compared to
$59.0 million for the same period in 2001. EBITDA for the year ended December
31, 2002 includes $1.9 million of EBITDA relating to the Company's AmerCable
division, Merger Transaction costs of $9.3 million, pre-tax extraordinary
expenses of $7.6 million and a cost of sales expense of $1.9 million relating to
an inventory fair value adjustment recorded at the time of the Merger
Transaction. Adjusted EBITDA, excluding the amounts discussed above, was $64.6
million for the year ended December 31, 2002. EBITDA for the year ended December
31, 2001 includes EBITDA of $8.4 million relating to the Company's AmerCable
division and a charge of $2.4 million for the write-down of the Company's
investment in Amercord Inc. Adjusted EBITDA for the year ended December 31,
2001, excluding the amounts discussed above, was $53.1 million. Adjusted EBITDA
increased $11.5 million or 21.7% for the year ended December 31, 2002 compared
to the prior year. The increase in Adjusted EBITDA is primarily a result of the
Company's increased sales volume.

 Successor and Predecessor Results

     The Successor had net sales and net income of $449.3 million and $12.2
million, respectively, for the period from April 19, 2002 to December 31, 2002.
Interest expense during this period was $16.9 million and consisted primarily of
interest on the 9 3/4% notes, term loan and revolving loans under the credit
facility, an interim credit facility temporarily utilized for the Merger
Transaction and amortization of deferred financing costs. As a result of
relocating the Company's corporate office from Texas to Ohio, the Successor's
state and local income tax rate increased, raising the Company's total effective
tax rate to 41.5% from 38.5%. The Successor's results include extraordinary
items of $4.4 million, net of tax, for a portion of the premium paid to
extinguish $74.0 million of the Successor's assumed 9 1/4% notes and financing
fees related to an interim credit facility utilized for the Merger Transaction
which was repaid shortly thereafter and a loss from discontinued operations of
$0.5 million, net of tax, from the Company's AmerCable division.

     The Predecessor had net sales and a net loss of $180.2 million and $5.8
million for the period from January 1, 2002 to April 18, 2002. Interest expense
was $2.1 million and consisted primarily of interest on the Company's then
outstanding 9 1/4% notes for the time period from January 1, 2002 to April 18,
2002. The Predecessor's results include $9.3 million of transaction costs
consisting of investment banking and legal fees in conjunction with the
strategic review process and subsequent Merger Transaction. The Predecessor's
results of operations for the year ended December 31, 2001 include the $2.4
million charge for the write-down of its investment in Amercord Inc. In addition
to recording income taxes at an effective rate of 38.5%, the Predecessor's tax
provision for 2002 includes an estimate for $7.3 million of Merger Transaction
costs that the Company considers to be non-deductible for income tax purposes.

 YEAR ENDED DECEMBER 31, 2001 COMPARED TO THE YEAR ENDED DECEMBER 31,
 2000 -- PREDECESSOR

     The Company's net sales increased $96.4 million or 19.3% to $595.8 million
for the year ended 2001 as compared to the 2000 period due primarily to strong
sales at the Company's Alside division. Income from operations increased $12.4
million or 32.4% to $50.5 million for the 2001 period compared to $38.1 million
for the 2000 period due primarily to higher operating profits at Alside. Net
income increased 7.9% to $25.4 million in 2001 compared to $23.6 million in
2000. The 2001 results include the $2.4 million write-down of the Company's
Amercord investment while the 2000 period results included the $8.0 million
pre-tax gain on the sale of the Company's UltraCraft cabinet operations and an
additional $1.1 million in income tax expense recorded due to an adjustment to a
deferred tax asset. Excluding these items, the Company's net income was $26.9
million in 2001 and $19.7 million in 2000.

                                        20
<PAGE>

 Alside and Corporate

     Alside's net sales increased 20.6% to $524.5 million in 2001 compared to
$434.8 million in the 2000 period due to higher sales volume of vinyl windows,
vinyl siding and complementary building products, such as roofing, foam
insulation, tools and other materials manufactured by third parties and sold
through Alside's Supply Centers. Unit sales of vinyl windows increased 48% for
the 2001 period compared to the 2000 period, exclusive of the operations of
Alpine, which were acquired in October 2000. Vinyl window unit sales increased
84% including the Alpine operations. Unit sales of vinyl siding increased 11%
for the 2001 period while the Company believes that the vinyl siding industry as
a whole decreased slightly. Gross profit increased to $156.6 million in 2001
compared to $131.7 million in 2000, but decreased as a percentage of sales to
29.8% in 2001 from 30.3% in 2000 due to window sales comprising a larger
proportion of total sales in 2001. This was partially offset by lower raw
material costs and improved manufacturing efficiencies. Selling, general and
administrative expense increased to $112.8 million, or 21.4% of net sales in
2001 compared to $99.4 million, or 22.9% of net sales in 2000. The increase was
a result of the new supply centers added in 2001, personnel added to support
sales growth at existing supply centers, a full year of expenses from the Alpine
acquisition, higher incentive compensation, costs associated with obtaining a
fairness opinion in connection with the repurchase of the Company's class B
common stock and additional compensation expense recorded due to a modification
of certain outstanding stock options. Income from operations increased 35.7% to
$43.9 million as higher gross profits were partially offset by higher selling,
general and administrative expenses.

 AmerCable

     Net sales increased 10.4% to $71.3 million for the 2001 period compared to
$64.5 million for the same period in 2000 due to higher sales of marine and
mining cable products which were partially offset by lower sales of industrial
cable products, including telecommunications cable products. Gross profit
increased to $13.8 million in 2001 compared to $13.7 million in 2000 but
decreased as a percentage of sales due to higher labor and overhead costs and
unfavorable fixed cost absorption. Selling, general and administrative expense
was $7.2 million for the period ended 2001 compared to $7.9 million for the same
period in 2000 as lower bad debt expense was partially offset by higher
personnel costs. In 2000, AmerCable recorded $1.4 million in additional bad debt
expense as the result of a customer bankruptcy. Income from operations increased
14.4% to $6.7 million in 2001 compared to $5.8 million for the same period in
2000 due to slightly higher gross profit and lower selling, general and
administrative expense due to the additional $1.4 million in bad debt expense
recorded in 2000.

 Other

     Net interest expense increased $0.7 million or 12.4% in 2001 compared to
2000 due primarily to a decrease in the Company's investment income. The
Company's average investment balance decreased during 2001 as compared to 2000
due to the Company's repurchase of 1.0 million shares of its Class B common
stock at an aggregate cost of $19.5 million in April 2001. The overall decrease
in interest rates during 2001 also contributed to lower investment income. The
Company recorded interest income of $0.4 million in 2001 as compared to $1.1
million in 2000.

QUARTERLY FINANCIAL DATA

     Because most of the Company's building products are intended for exterior
use, sales and operating profits tend to be lower during periods of inclement
weather. Weather conditions in the first quarter of each calendar year
historically result in that quarter producing significantly less sales revenue
and operating results than in any other period of the year. As a result, the
Company has historically had small profits or losses in the first quarter and
reduced profits in the fourth quarter of each calendar year.

                                        21
<PAGE>

     Quarterly sales and operating profit data for the Company in 2002 and 2001
are shown in the table below:

<Table>
                                       THREE     EIGHTEEN                                    THREE
                                       MONTHS     DAYS      SEVENTY-THREE   THREE MONTHS    MONTHS
                                       ENDED      ENDED     DAYS ENDED        ENDED          ENDED
                                      MARCH 31   APRIL 18    JUNE 30        SEPTEMBER 30   DECEMBER 31
                                      --------   -------      --------        --------      --------
                                          PREDECESSOR                       SUCCESSOR
                                                               (IN THOUSANDS)
<S>                                   <C>        <C>        <C>             <C>            <C>
2002
Net sales -- Alside.................  $111,062   $50,897      $113,960        $176,673      $158,691
Net sales -- AmerCable..............    12,136     6,135            --              --            --
                                      --------   -------      --------        --------      --------
     Total net sales................   123,198    57,032       113,960         176,673       158,691
Gross profit........................    32,420    17,459        34,669          53,893        43,685
Income from operations..............     1,201     5,406        13,002          19,336        13,812
Income (loss) before extraordinary
  items.............................    (1,519)   (4,238)        4,172           7,799         4,647
Net income (loss)...................    (1,519)   (4,238)         (262)          7,799         4,647
</Table>

<Table>
<Caption>
                                                                 THREE MONTHS ENDED
                                                  ------------------------------------------------
                                                  MARCH 31   JUNE 30    SEPTEMBER 30   DECEMBER 31
                                                  --------   --------   ------------   -----------
                                                                    PREDECESSOR
                                                                   (IN THOUSANDS)
<S>                                               <C>        <C>        <C>            <C>
2001
Net sales -- Alside.............................  $89,939    $139,206     $150,942      $144,441
Net sales -- AmerCable..........................   18,672      19,539       17,722        15,358
                                                  -------    --------     --------      --------
     Total net sales............................  108,611     158,745      168,664       159,799
Gross profit....................................   27,197      47,266       49,592        46,398
Income (loss) from operations...................     (930)     16,994       19,142        15,302
Net income (loss)...............................   (3,015)      9,311       10,714         8,402
</Table>

LIQUIDITY AND CAPITAL RESOURCES

     At December 31, 2002, the Company had cash and cash equivalents of $13.0
million and available borrowing capacity of approximately $37.4 million under
the revolving portion of its credit facility. Outstanding letters of credit as
of December 31, 2002, totaled $2.6 million securing various insurance letters of
credit.

     For the 257 days ended December 31, 2002, cash provided by operations was
$42.6 million, reflecting the improved results of the ongoing operations of the
Company. This time period includes the majority of the second quarter and the
entire third quarter, the periods during which the Company historically produces
the strongest operating results due to the favorable weather conditions.
Offsetting the favorable operations are the increased interest payments the
Company has made under the new capital structure since the Merger Transaction.

     For the 108 days ended April 18, 2002 net cash used in operations was $18.3
million. Cash used in this period reflects an increase in inventory due to the
new supply centers opened in 2002 and payments of certain customer incentives
and employee commissions accrued during the previous year. In addition, cash
used in this period includes merger transaction costs incurred by the
Predecessor of $9.3 million. These were partially offset by the improved
operating results of the ongoing operations of the Company. This time period
primarily includes the first quarter, the period during which the Company
historically produces lower operating results due to the unfavorable weather
conditions. Cash flows from operations of the Predecessor include the working
capital needs of AmerCable for the period from January 1, 2002 to April 18,
2002.

     Cash provided by operations was $44.0 million and $23.0 million in 2001 and
2000, respectively. Cash flows from operations increased $21.0 million in 2001
compared to 2000 due to higher operating profits and higher accounts payable and
accrued liabilities, which were partially offset by higher accounts receivable.
The

                                        22
<PAGE>

increase in accounts payable was due to higher fourth quarter sales and the
timing of vendor payments while the increase in accrued liabilities was due to
higher commission and profit sharing accruals at the Company's Alside division.
Sales for the fourth quarter of 2001 were 26% higher than the same period in
2000 resulting in an increase in accounts receivable for 2001 compared to the
2000 period. Inventory levels have not increased proportionately with sales due
to improved inventory management and the significant increase in vinyl window
sales, which have relatively small amounts of finished goods inventory due to
the fact that the Company's window products are custom fabricated to the
customer's specifications.

     For the 257 days ended December 31, 2002, capital expenditures of the
Successor totaled $8.9 million. The combined capital expenditures of the
Predecessor, excluding AmerCable, and the Successor totaled $11.0 million for
the year ended December 31, 2002. This compares to capital expenditures of $11.7
million ($15.0 million less $3.3 million of AmerCable's capital expenditures)
for the same period in 2001. For the 108 days ended April 18, 2002, capital
expenditures of the Predecessor totaled $3.8 million, which includes AmerCable's
capital expenditures of $1.8 million. Capital expenditures in the 2002 period
were primarily for production equipment to enhance capacity and reduce costs.

     Capital expenditures totaled $15.0 million and $11.9 million in 2001 and
2000, respectively. Alside's 2001 expenditures were used primarily to increase
window and fencing capacity and for a new company wide information system.
Capital expenditures associated with the system implementation totaled $3.1
million in 2001. Expenditures at AmerCable were used to expand manufacturing
capacity. Capital expenditures in 2000 were used primarily to increase extrusion
capacity for window profiles, fencing and siding products, improve window
efficiency and upgrade window information systems at Alside and increase
capacity and processing efficiency at AmerCable.

     The Company believes that capital expenditures ranging from $8.0 million to
$10.0 million represent a base level of spending needed to maintain its
manufacturing facilities as well as provide for modest increases in capacity and
further automation. Estimated capital expenditures for 2003 are $12.0 million.
The budget includes expenditures to replace existing vinyl siding extrusion and
handling equipment to increase capacity at our Ennis, Texas manufacturing
location, expand the existing supply center network and to further implement the
company wide information system.

     Cash flows from the Successor's investing activities also include the
Merger Transaction for $379.5 million and net proceeds from the sale of
AmerCable totaling $28.3 million.

     Cash flows from the Successor's financing activities include: (1) the
issuance of $165 million of 9 3/4% notes due 2012, (2) $125 million from a new
$165 million credit facility, (3) $164.8 million cash contribution from Holdings
and (4) cash of approximately $6.3 million, representing a portion of the
Company's total cash of $6.8 million on hand to finance the Merger Transaction
of $379.5 million, tender offer of the 9 1/4% notes of $74.0 million and debt
extinguishment costs of $7.6 million. The tender offer premium paid for the
9 1/4% notes was approximately $7.3 million, of which $4.9 million is included
as an extraordinary item representing the portion of the premium in excess of
the fair market value of the 9 1/4% notes. Upon completion of the Merger
Transaction, the Company was then obligated to make a change of control offer
for the approximate $1.0 million of remaining outstanding 9 1/4% notes at a
price of 101% of the principal amount thereof, plus accrued and unpaid interest.
The change of control offer was completed on June 21, 2002 with an additional
approximate $0.1 million of the 9 1/4% notes being tendered. Pursuant to the
indenture governing the 9 1/4% notes, in March 2003 the Company redeemed all the
remaining approximate $0.9 million of 9 1/4% notes. The remaining 9 1/4% notes
were redeemed at 104.625% of the principal amount of such notes plus accrued and
unpaid interest through the date of redemption. The Company permanently reduced
borrowings under the term loan by $48.5 million using net proceeds from the sale
of AmerCable of approximately $28.3 million and 2002 operating cash flows of
approximately $20.2 million.

     The Company's 9 3/4% notes pay interest semi-annually. The Company's credit
facility includes $76.5 million of outstanding term loans due through 2009 that
bear interest at the London Interbank Offered Rate (LIBOR) plus 3.50%, payable
quarterly, and up to $40 million of available borrowings provided by revolving
loans, which expire in 2007. The Company has one subsidiary, which is a wholly
owned subsidiary having no assets, liabilities or operations. This subsidiary
fully and unconditionally guarantees the 9 3/4% notes.
                                        23
<PAGE>

     The credit facility and the indenture governing the 9 3/4% notes contain
restrictive covenants that, among other things, limit the Company's ability to
incur additional indebtedness, make loans or advances to subsidiaries and other
entities, invest in capital expenditures, sell its assets or declare dividends.
In addition, under the credit facility the Company is required to achieve
certain financial ratios relating to leverage, coverage of fixed charges and
coverage of interest expense. The Company was in compliance with these covenants
as of December 31, 2002.

     The Company guaranteed $3.0 million of a secured note in connection with
the sale of a portion of its ownership interest in Amercord. Ivaco, Inc.,
pursuant to the terms of the note, agreed to indemnify the Company for 50% of
any loss under the guarantee. The guarantee was exercised by Amercord's lender
and the Company has accrued approximately $1.3 million as of December 31, 2002
for its anticipated portion of the liability related to this guarantee. The
Company retains a right to any collateral proceeds that secure the note;
however, the Company believes that the value of such collateral is not
sufficient to cover any significant portion of the Company's liability.

     Because most of the Company's building products are intended for exterior
use, sales tend to be lower during periods of inclement weather. Weather
conditions in the first quarter of each calendar year usually result in that
quarter producing significantly less net sales and net cash flow from operations
than in any other period of the year. Consequently, the Company has historically
had small profits or losses in the first quarter and reduced profits from
operations in the fourth quarter of each calendar year. To meet seasonal cash
flow needs during the periods of reduced sales and net cash flows from
operations, the Company anticipates borrowing under the revolving loan portion
of its credit facility. The Company believes that for the foreseeable future
cash flows from operations and its borrowing capacity under its credit facility
will be sufficient to satisfy its obligations to pay principal and interest on
its outstanding debt, maintain current operations and provide sufficient capital
for presently anticipated capital expenditures. There can be no assurances,
however, that the cash generated by the Company and available under the credit
facility will be sufficient for these purposes.

CONTRACTUAL OBLIGATIONS

     The Company has commitments for maturities of long-term debt and future
minimum lease payments under noncancelable operating leases, principally for
manufacturing and distribution facilities and certain equipment. The following
summarizes certain of the Company's scheduled maturities of long-term debt and
obligations for future minimum lease payments under non-cancelable operating
leases at December 31, 2002 and the effect such items are expected to have on
the Company's liquidity and cash flow in future periods (in thousands):

<Table>
<Caption>
                                                     PAYMENTS DUE BY PERIOD
                                     -------------------------------------------------------
                                                LESS THAN      2-3         4-5       AFTER
                                      TOTAL      1 YEAR       YEARS       YEARS     5 YEARS
                                     --------   ---------   ---------   ---------   --------
<S>                                  <C>        <C>         <C>         <C>         <C>
Long-Term Debt.....................  $242,408         --          --         --     $242,408
Operating Leases...................  $ 49,401    $14,825     $20,831     $9,310     $  4,435
</Table>

RELATED PARTY TRANSACTIONS

     The Company entered into a management agreement with Harvest Partners, Inc.
Under the management agreement, Harvest Partners received a one-time fee of $5.0
million in connection with structuring and implementing the acquisition of the
Company. In addition, Harvest Partners provides the Company with financial
advisory and strategic planning services. For these services, Harvest Partners
receives an annual fee of approximately $0.8 million, payable on a quarterly
basis in advance. The fee will be adjusted on a yearly basis in accordance with
the U.S. Consumer Price Index. In 2002, the Company incurred approximately $0.6
million of management fees paid to Harvest Partners for the period from the
acquisition date to December 31, 2002. The agreement also provides that Harvest
Partners will receive transaction fees in connection with financings,
acquisitions and divestitures of the Company. Such fees will be a percentage of
the applicable transaction. The Company reimburses Harvest Partners for all
out-of-pocket expenses. The

                                        24
<PAGE>

management agreement has a term of five years from its date of execution and
will automatically be renewed on a yearly basis, beginning in 2004, unless
otherwise specified by Harvest Partners.

     On June 24, 2002, the Company completed the sale of its AmerCable division
to AmerCable Incorporated, a newly-formed entity controlled by members of
AmerCable management and Wingate Partners III, L.P., for net proceeds of
approximately $28.3 million in cash and the assumption of certain liabilities
pursuant to an asset purchase agreement dated as of the same date. Robert F.
Hogan, Jr., president and chief executive officer of the AmerCable division and
vice president of the Company prior to the sale, is the president, chief
executive officer and chairman of the board of AmerCable Incorporated.

RETIREMENT PLANS

     Defined benefit pension plans are subject to additional minimum pension
liability requirements under Statement of Financial Accounting Standards
("SFAS") No. 87 -- "Employers' Accounting for Pensions". At December 31, 2002
the Company recorded an additional minimum pension liability totaling
approximately $4.3 million, net of tax, for its defined benefit pension plans.
The additional minimum pension liability was recorded as a charge to
stockholder's equity as a component of accumulated other comprehensive income.

EFFECTS OF INFLATION

     The Company believes that the effects of inflation have not been material
to its operating results for each of the past three years, including interim
periods. The Company's principal raw material, vinyl resin, has been subject to
rapid price changes. Through price increases, the Company has historically been
able to pass on significant resin cost increases. The results of operations for
individual quarters can and have been negatively impacted by a delay between the
time of vinyl resin cost increases and price increases in the Company's
products. However, over longer periods of time, the impact of the cost increases
in vinyl resin has historically not been material. Resin prices significantly
increased throughout 2002. For the year ended December 31, 2002, the Company was
able to substantially offset the impact of the resin cost increase with price
increases to its customers. The Company presently expects vinyl resin prices to
increase in 2003. While the Company expects that any future significant resin
cost increases will be offset by price increases to its customers, there can be
no assurances that the Company will be able to pass on any future price
increases.

FINANCIAL ACCOUNTING STANDARDS

     In April 2002, the Financial Accounting Standards Board ("FASB") issued
SFAS No. 145 -- "Rescission of FASB Statements No. 4, 44, and 64, Amendment of
FASB Statement No. 13, and Technical Corrections." The provisions of SFAS No.
145 related to the rescission of SFAS No. 4 require that any gain or loss on
extinguishment of debt that was classified as an extraordinary item in prior
periods presented be reclassified as a component of income before income taxes.
The Successor recorded extraordinary items of $4.4 million, net of tax, related
to debt extinguishment. The Company is required to adopt the provisions of this
standard in its fiscal year beginning on January 1, 2003 and will make the
required reclassifications during 2003.

     In July 2002, the FASB issued SFAS No. 146 -- "Accounting for Costs
Associated with Exit or Disposal Activities." The provisions of SFAS No. 146
require companies to recognize costs associated with exit or disposal activities
as they are incurred rather than at the date of a commitment to an exit or
disposal plan. The statement replaces guidance previously provided by Emerging
Issues Task Force Number 94-3 - "Liability Recognition for Certain Employee
Termination Benefits and Other Costs to Exit an Activity (including Certain
Costs Incurred in a Restructuring)." The Company is required to adopt the
provisions of this standard in its fiscal year beginning on January 1, 2003. The
Company believes the adoption of this standard will not impact the Company's
financial position, results of operations or cash flows.

     In November 2002, the FASB issued Interpretation No. 45 -- "Guarantor's
Accounting and Disclosure Requirements for Guarantees, Including Indirect
Guarantees of Indebtedness of Others." The provisions of Interpretation No. 45
requires certain guarantees to be recorded at fair value and increases the
disclosure requirements related to guarantees. The Company is required to adopt
the accounting provisions of this
                                        25
<PAGE>

interpretation in its fiscal year beginning on January 1, 2003. The Company
believes the adoption of this interpretation will not have a material effect on
the Company's financial position, results of operations or cash flows.

     In December 2002, the FASB issued SFAS No. 148 -- "Accounting for
Stock-Based Compensation -- Transition and Disclosure." The provisions of SFAS
No. 148 amend SFAS No. 123 -- "Accounting for Stock-Based Compensation" by
providing alternative methods of transition for a voluntary change to the fair
value based method of accounting for stock-based employee compensation. SFAS No.
148 also requires more prominent and frequent disclosures in financial
statements about the effects of stock-based compensation. The Company has
adopted the disclosure provisions of SFAS No. 148.

APPLICATION OF CRITICAL ACCOUNTING POLICIES

     General.  The Company's discussion and analysis of its financial condition
and results of operations are based upon the Company's financial statements,
which have been prepared in accordance with accounting principles generally
accepted in the United States. The preparation of these financial statements
requires the Company to make estimates and judgments that affect the reported
amounts of assets, liabilities, revenues and expenses. On an ongoing basis, the
Company evaluates its estimates, including those related to customer programs
and incentives, bad debts, inventories, income taxes and pensions and benefits.
The Company bases its estimates on historical experience and on various other
assumptions that are believed to be reasonable under the circumstances, the
results of which form the basis for making judgments about the carrying values
of assets and liabilities that are not readily apparent from other sources.
Actual results may differ from these estimates under different assumptions or
conditions.

     The Company believes the following critical accounting policies affect its
more significant judgments and estimates used in the preparation of its
financial statements.

     Revenue Recognition.  The Company primarily sells and distributes its
products through two channels: direct sales from its manufacturing facilities to
independent distributors and dealers and sales to contractors through its
Company owned supply centers. Direct sales revenue is recognized when the
Company's manufacturing facility ships the product. Sales to contractors are
recognized either when the contractor receives product directly from the supply
centers or when the supply centers deliver the product to the contractor's job
site. A substantial portion of the Company's sales is in the repair and
replacement segment of the building products industry. Therefore, vinyl windows
are manufactured to specific measurement requirements received from the
Company's customers. Revenues are recorded net of estimated returns, customer
incentive programs and other incentive offerings including special pricing
agreements, promotions and other volume-based incentives. Revisions to these
estimates are charged to income in the period in which the facts that give rise
to the revision become known.

     Bad Debt.  The Company maintains an allowance for doubtful accounts for
estimated losses resulting from the inability of its customers to make required
payments. The allowance for doubtful accounts is based on review of the overall
condition of accounts receivable balances and review of significant past due
accounts. If the financial condition of the Company's customers were to
deteriorate, resulting in an impairment of their ability to make payments,
additional allowances may be required.

     Inventories.  The Company values its inventories at the lower of cost
(first-in, first-out) or market. The Company writes down its inventory for
estimated obsolescence or unmarketable inventory equal to the difference between
the cost of inventory and the estimated market value based upon assumptions
about future demand and market conditions. If actual market conditions are less
favorable than those projected by management, additional inventory write-downs
may be required.

     Goodwill and Other Intangible Assets.  The Company has accounted for the
Merger Transaction using the purchase method of accounting. The purchase price
has been allocated to assets and liabilities based on the fair values of the
assets acquired and the liabilities assumed. The excess of cost over fair value
of the new identifiable assets has been recorded as goodwill. These allocations
have been made based upon valuations and other studies.

                                        26
<PAGE>

     Under the provisions of SFAS No. 142 -- "Goodwill and Other Intangible
Assets," goodwill and intangible assets with indefinite useful lives must be
reviewed annually for impairment using a fair-value based approach. As the
Company does not have a market for its equity, management performs the annual
impairment analysis utilizing a discounted cash flow model, which considers
forecasted operating results discounted at an estimated weighted average cost of
capital. Given the significant amount of goodwill and other intangible assets as
a result of the merger, any future impairment of the goodwill and other
intangible assets could have an adverse effect on the Company's results of
operations and financial position. Although management does not anticipate any
significant impairment of these assets, the extent of any such future impairment
cannot be predicted at this time and is dependent on future operating results.

     Income Taxes.  The Company accounts for income taxes in accordance with
SFAS No. 109 -- "Accounting for Income Taxes" which requires that deferred tax
assets and liabilities be recognized for the effect of temporary differences
between the book and tax bases of recorded assets and liabilities. SFAS No. 109
also requires that deferred tax assets be reduced by a valuation allowance if it
is more likely than not that some portion or all of the deferred tax asset will
not be realized. The Company reviews the recoverability of any tax assets
recorded on the balance sheet and provides any necessary allowances as required.

     Pension.  The Company's pension costs are developed from actuarial
valuations. Inherent in these valuations are key assumptions including discount
rates and expected return on plan assets. In selecting these assumptions,
management considers current market conditions, including changes in interest
rates and market returns on plan assets. Changes in the related pension benefit
costs may occur in the future due to changes in assumptions.

CERTAIN FORWARD-LOOKING STATEMENTS

     All statements other than statements of historical facts included in this
report regarding the prospects of the industry and the Company's prospects,
plans, financial position and business strategy, may constitute forward-looking
statements. In addition, forward-looking statements generally can be identified
by the use of forward-looking terminology such as "may," "will," "should,"
"expect," "intend," "estimate," "anticipate," "believe," "predict," "potential"
or "continue" or the negatives of these terms or variations of them or similar
terminology. Although the Company believes that the expectations reflected in
these forward-looking statements are reasonable, it does not assure that these
expectations will prove to be correct. The following factors are among those
that may cause actual results to differ materially from the forward-looking
statements:

     - changes in home building industry, economic, interest rates and other
       conditions;

     - changes in availability of consumer credit, employment trends, levels of
       consumer confidence and consumer preferences;

     - changes in raw material costs and availability;

     - changes in national and regional trends in new housing starts;

     - changes in weather conditions;

     - the Company's ability to comply with certain financial covenants in the
       loan documents;

     - increases in competition from other manufacturers of vinyl building
       products as well as alternative building products;

     - increases in the Company's indebtedness;

     - increases in costs of environmental compliance; and

     - the other factors discussed under the heading "Risk Factors" and
       elsewhere in this report.

     All forward-looking statements attributable to the Company or persons
acting on its behalf are expressly qualified in their entirety by the cautionary
statements included in this report. These forward-looking

                                        27
<PAGE>

statements speak only as of the date of this report. The Company does not intend
to update these statements unless the securities laws require it to do so.

WEB SITE ADDRESS

     As a matter of Company policy, the Company makes available its quarterly
and annual financial reports filed with the Securities and Exchange Commission
on its web site. The filings are available, free of charge, at
www.associatedmaterials.com.

ITEM 7A.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

INTEREST RATE RISK

     The Company has outstanding borrowings under the term loan of its credit
facility and may borrow under the revolving credit facility from time to time
for general corporate purposes, including working capital and capital
expenditures. Interest under the credit facility is based on the variable London
Interbank Offered Rate (LIBOR). At December 31, 2002, the Company had borrowings
of $76.5 million under the term loan. The effect of a 1/8% increase or decrease
in interest rates would increase or decrease total interest expense for the year
ended December 31, 2002 by approximately $0.1 million.

     The Company has $165.0 million of senior subordinated notes due 2012 that
bear a fixed interest rate of 9 3/4%. The fair value of the Company's 9 3/4%
notes is sensitive to changes in interest rates. In addition, the fair value is
affected by the Company's overall credit rating, which could be impacted by
changes in the Company's future operating results.

FOREIGN CURRENCY EXCHANGE RATE RISK

     The Company's revenues are primarily from domestic customers and are
realized in U.S. dollars. Accordingly, the Company believes its direct foreign
currency exchange rate risk is not material. In the past, the Company has hedged
against foreign currency exchange rate fluctuations on specific sales or
equipment purchasing contracts. At December 31, 2002 the Company had no currency
hedges in place.

COMMODITY PRICE RISK

     See Item 7. "Management's Discussion and Analysis of Financial Condition
and Results of Operations -- Effects of Inflation" for a discussion of the
market risk related to the Company's principal raw material, vinyl resin.

                                        28
<PAGE>

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

                       ASSOCIATED MATERIALS INCORPORATED

                         INDEX TO FINANCIAL STATEMENTS

<Table>
<Caption>
                                                              PAGE
                                                              -----
<S>                                                           <C>
Report of Independent Auditors..............................   30
Balance Sheets as of December 31, 2002 -- Successor and
  December 31, 2001 -- Predecessor..........................   31
Statements of Operations....................................   32
  Two hundred fifty-seven days ended December 31,
     2002 -- Successor
  One hundred eight days ended April 18, 2002 -- Predecessor
  Years ended December 31, 2001 and 2000 -- Predecessor
Statements of Stockholders' Equity and Comprehensive
  Income....................................................  33-34
  Two hundred fifty-seven days ended December 31,
     2002 -- Successor
  One hundred eight days ended April 18, 2002 -- Predecessor
  Years ended December 31, 2001 and 2000 -- Predecessor
Statements of Cash Flows....................................   35
  Two hundred fifty-seven days ended December 31,
     2002 -- Successor
  One hundred eight days ended April 18, 2002 -- Predecessor
  Years ended December 31, 2001 and 2000 -- Predecessor
Notes to Financial Statements...............................   36
</Table>

                                        29
<PAGE>

               REPORT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS

The Board of Directors and Stockholder
Associated Materials Incorporated

     We have audited the accompanying balance sheets of Associated Materials
Incorporated as of December 31, 2002 and 2001 and the related statements of
operations, stockholders' equity, and cash flows for the two hundred fifty-seven
day period ended December 31, 2002, the one hundred eight day period ended April
18, 2002 and each of the two years in the period ended December 31, 2001. These
financial statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these financial statements based on
our audits.

     We conducted our audits in accordance with auditing standards generally
accepted in the United States. Those standards require that we plan and perform
the audit to obtain reasonable assurance about whether the financial statements
are free of material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial statements. An
audit also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audits provide a reasonable basis
for our opinion.

     In our opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of Associated Materials
Incorporated at December 31, 2002 and 2001, and the results of its operations
and its cash flows for the two hundred fifty-seven day period ended December 31,
2002, the one hundred eight day period ended April 18, 2002 and each of the two
years in the period ended December 31, 2001, in conformity with accounting
principles generally accepted in the United States.

                                          ERNST & YOUNG LLP

Dallas, Texas
February 14, 2003

                                        30
<PAGE>

                       ASSOCIATED MATERIALS INCORPORATED

                                 BALANCE SHEETS

<Table>
<Caption>
                                                              DECEMBER 31,   DECEMBER 31,
                                                                  2002           2001
                                                              ------------   ------------
                                                               SUCCESSOR     PREDECESSOR
                                                              (IN THOUSANDS, EXCEPT SHARE
                                                                AND PER SHARE AMOUNTS)
<S>                                                           <C>            <C>
                                         ASSETS
Current assets:
  Cash and cash equivalents.................................    $ 13,022       $ 28,869
  Accounts receivable, net of allowance for doubtful
     accounts of $5,552 and $5,117 at December 31, 2002 and
     2001, respectively.....................................      67,861         65,784
  Inventories...............................................      60,369         74,574
  Income taxes receivable...................................       4,675             --
  Deferred income taxes.....................................       3,653          4,353
  Other current assets......................................       4,604          3,394
                                                                --------       --------
Total current assets........................................     154,184        176,974
Property, plant and equipment, net..........................      99,113         77,733
Goodwill....................................................     197,461             --
Trademarks and trade names, net.............................      97,504             --
Patents, net................................................       6,186             --
Other assets................................................      11,089          3,953
                                                                --------       --------
Total assets................................................    $565,537       $258,660
                                                                ========       ========
                          LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
  Accounts payable..........................................    $ 31,319       $ 29,579
  Accrued liabilities.......................................      34,319         35,265
  Income taxes payable......................................          --          1,498
                                                                --------       --------
Total current liabilities...................................      65,638         66,342
Deferred income taxes.......................................      58,976          9,444
Other liabilities...........................................      20,746          5,199
Long-term debt..............................................     242,408         75,000
Commitments and Contingencies
Stockholders' equity:
  Predecessor --
     Preferred stock, $0.01 par value:
       Authorized shares -- 100,000 shares at December 31,
        2001
       Issued shares -- 0 at December 31, 2001..............          --             --
     Common stock, $0.0025 par value:
       Authorized shares -- 15,000,000 at December 31, 2001
       Issued shares -- 7,842,003 at December 31, 2001......          --             19
     Common stock Class B, $0.0025 par value:
       Authorized and issued shares -- 0 at December 31,
        2001................................................          --             --
     Less: Treasury stock, at cost -- 1,078,476 shares at
      December 31, 2001.....................................          --        (14,476)
     Capital in excess of par...............................          --         17,124
     Retained earnings......................................          --        100,008
  Successor --
     Common stock, $0.01 par value:
       Authorized shares -- 1,000 at December 31, 2002
       Issued shares -- 100 at December 31, 2002............          --             --
     Capital in excess of par...............................     169,932             --
     Accumulated other comprehensive loss...................      (4,347)            --
     Retained earnings......................................      12,184             --
                                                                --------       --------
Total stockholders' equity..................................     177,769        102,675
                                                                --------       --------
Total liabilities and stockholders' equity..................    $565,537       $258,660
                                                                ========       ========
</Table>

                            See accompanying notes.
                                        31
<PAGE>

                       ASSOCIATED MATERIALS INCORPORATED

                            STATEMENTS OF OPERATIONS

<Table>
<Caption>
                                        TWO HUNDRED FIFTY-   ONE HUNDRED EIGHT       YEAR ENDED
                                         SEVEN DAYS ENDED       DAYS ENDED          DECEMBER 31,
                                           DECEMBER 31,          APRIL 18,       -------------------
                                               2002                2002            2001       2000
                                        ------------------   -----------------   --------   --------
                                            SUCCESSOR                      PREDECESSOR
                                                               (IN THOUSANDS)
<S>                                     <C>                  <C>                 <C>        <C>
Net sales.............................       $449,324            $180,230        $595,819   $499,393
Cost of sales.........................        317,077             130,351         425,366    353,994
                                             --------            --------        --------   --------
Gross profit..........................        132,247              49,879         170,453    145,399
Selling, general and administrative
  expenses............................         86,097              43,272         119,945    107,255
                                             --------            --------        --------   --------
Income from operations................         46,150               6,607          50,508     38,144
Interest expense, net.................         16,850               2,068           6,795      6,046
                                             --------            --------        --------   --------
                                               29,300               4,539          43,713     32,098
Merger transaction costs..............             --               9,319              --         --
Gain on the sale of UltraCraft........             --                  --              --      8,012
Write-down of investment in Amercord
  Inc. ...............................             --                  --           2,393         --
                                             --------            --------        --------   --------
Income (loss) before income taxes.....         29,300              (4,780)         41,320     40,110
Income tax expense....................         12,161                 977          15,908     16,555
                                             --------            --------        --------   --------
Income (loss) from continuing
  operations before extraordinary
  items...............................         17,139              (5,757)         25,412     23,555
Loss from discontinued operations,
  net.................................           (521)                 --              --         --
Extraordinary items, net..............         (4,434)                 --              --         --
                                             --------            --------        --------   --------
Net income (loss).....................       $ 12,184            $ (5,757)       $ 25,412   $ 23,555
                                             ========            ========        ========   ========
</Table>

                            See accompanying notes.
                                        32
<PAGE>

                       ASSOCIATED MATERIALS INCORPORATED

                       STATEMENTS OF STOCKHOLDERS' EQUITY
                            AND COMPREHENSIVE INCOME

<Table>
<Caption>
                                                  CLASS B
                             COMMON STOCK      COMMON STOCK      TREASURY STOCK     CAPITAL IN                  TOTAL
                            ---------------   ---------------   -----------------     EXCESS     RETAINED   STOCKHOLDERS'
PREDECESSOR                 SHARES   AMOUNT   SHARES   AMOUNT   SHARES    AMOUNT      OF PAR     EARNINGS      EQUITY
-----------                 ------   ------   ------   ------   ------   --------   ----------   --------   -------------
                                                                   (IN THOUSANDS)
<S>                         <C>      <C>      <C>      <C>      <C>      <C>        <C>          <C>        <C>
Balance at December 31,
  1999....................   7,025    $ 17     1,550   $   4       555   $ (6,626)   $13,154     $ 72,777     $  79,326
  Net income and total
    comprehensive
    income................      --      --        --      --        --         --         --       23,555        23,555
  Cash dividends ($0.10
    per share)............      --      --        --      --        --         --         --         (801)         (801)
  Exercise of common stock
    options and related
    tax benefits..........      73      --        --      --        --         --        860           --           860
  Purchase of treasury
    shares................      --      --        --      --       400     (5,799)        --           --        (5,799)
  Common stock issued
    under Employee Stock
    Purchase Plan.........      66       1        --      --        --         --        848           --           849
                            ------    ----    ------   -----    ------   --------    -------     --------     ---------
Balance at December 31,
  2000....................   7,164      18     1,550       4       955    (12,425)    14,862       95,531        97,990
  Net income and total
    comprehensive
    income................      --      --        --      --        --         --         --       25,412        25,412
  Cash dividends ($0.20
    per share)............      --      --        --      --        --         --         --       (1,438)       (1,438)
  Exercise of common stock
    options and related
    tax benefits..........      67      --        --      --        --         --      1,387           --         1,387
  Purchase of treasury
    shares................      --      --        --      --       123     (2,051)        --           --        (2,051)
  Common stock issued
    under Employee Stock
    Purchase Plan.........      61      --        --      --        --         --        875           --           875
  Retirement of Class B
    common stock..........      --      --    (1,000)     (3)       --         --         --      (19,497)      (19,500)
  Conversion of Class B
    common stock to common
    stock.................     550       1      (550)     (1)       --         --         --           --            --
                            ------    ----    ------   -----    ------   --------    -------     --------     ---------
Balance at December 31,
  2001....................   7,842      19        --      --     1,078    (14,476)    17,124      100,008       102,675
  Net income and total
    comprehensive
    income................      --      --        --      --        --         --         --       (5,757)       (5,757)
  Exercise of common stock
    options and related
    tax benefits..........     404       1        --      --        --         --     10,325           --        10,326
  Merger transaction with
    AMI Holdings..........  (8,246)    (20)       --      --    (1,078)    14,476    (27,449)     (94,251)     (107,244)
                            ------    ----    ------   -----    ------   --------    -------     --------     ---------
Balance at April 18,
  2002....................      --    $ --        --   $  --        --   $     --    $    --     $     --     $      --
                            ======    ====    ======   =====    ======   ========    =======     ========     =========
</Table>

                            See accompanying notes.
                                        33
<PAGE>
                       ASSOCIATED MATERIALS INCORPORATED

                       STATEMENTS OF STOCKHOLDERS' EQUITY
                    AND COMPREHENSIVE INCOME -- (CONTINUED)

<Table>
<Caption>
                                                                          ACCUMULATED
                                COMMON STOCK     CAPITAL IN                  OTHER           TOTAL
                               ---------------     EXCESS     RETAINED   COMPREHENSIVE   STOCKHOLDER'S   COMPREHENSIVE
SUCCESSOR                      SHARES   AMOUNT     OF PAR     EARNINGS       LOSS           EQUITY          INCOME
---------                      ------   ------   ----------   --------   -------------   -------------   -------------
<S>                            <C>      <C>      <C>          <C>        <C>             <C>             <C>
Equity contribution by AMI
    Holdings.................     --    $  --     $169,932    $    --       $    --        $169,932         $    --
  Net income.................     --       --           --     12,184            --          12,184          12,184
  Minimum pension liability
    adjustment...............     --       --           --         --        (4,347)         (4,347)         (4,347)
                                ----    ------    --------    -------       -------        --------         -------
Balance at December 31,
  2002.......................     --    $  --     $169,932    $12,184       $(4,347)       $177,769         $ 7,837
                                ====    ======    ========    =======       =======        ========         =======
</Table>

                            See accompanying notes.
                                        34
<PAGE>

                       ASSOCIATED MATERIALS INCORPORATED

                            STATEMENTS OF CASH FLOWS

<Table>
<Caption>
                                                         TWO HUNDRED FIFTY-   ONE HUNDRED EIGHT       YEAR ENDED
                                                          SEVEN DAYS ENDED       DAYS ENDED          DECEMBER 31,
                                                            DECEMBER 31,          APRIL 18,       -------------------
                                                                2002                2002            2001       2000
                                                         ------------------   -----------------   --------   --------
                                                             SUCCESSOR                      PREDECESSOR
                                                         ------------------   ---------------------------------------
                                                                     (IN THOUSANDS)
<S>                                                      <C>                  <C>                 <C>        <C>
OPERATING ACTIVITIES
Net income (loss) from continuing operations...........      $  17,139            $ (5,757)       $ 25,412   $ 23,555
Adjustments to reconcile net income (loss) from
  continuing operations to net cash provided by (used
  in) operating activities:
  Depreciation and amortization........................          7,169               3,969          10,919      9,550
  Deferred income taxes................................          1,738                 783           1,164      1,691
  Provision for losses on accounts receivable..........          1,240                 649           1,468      2,884
  Write-down of investment in Amercord Inc.............             --                  --           2,393         --
  Loss on sale of assets...............................             (3)                 38              43        558
  Gain on the sale of UltraCraft.......................             --                  --              --     (8,012)
  Tax benefit from stock option exercises..............             --                 113             411         92
  Cost of sales expense related to an inventory fair
    value purchase accounting adjustment...............          1,891                  --              --         --
  Amortization of deferred financing costs.............          1,565                  --              --         --
  Changes in operating assets and liabilities:
    Accounts receivable................................         (6,028)             (6,895)        (16,022)    (3,492)
    Inventories........................................          1,712              (5,170)           (145)    (5,180)
    Other current assets...............................           (574)               (739)            818       (677)
    Accounts payable...................................          3,220               3,816          10,306      1,882
    Accrued liabilities................................          5,575              (8,142)          5,847      2,556
    Income taxes receivable/payable....................          7,709              (1,399)          1,951       (227)
    Other assets.......................................             41                (442)           (242)    (1,804)
    Other liabilities..................................            183                 918            (334)      (408)
                                                             ---------            --------        --------   --------
Net cash provided by (used in) operating activities....         42,577             (18,258)         43,989     22,968
INVESTING ACTIVITIES
Additions to property, plant and equipment.............         (8,938)             (3,817)        (15,022)   (11,925)
Proceeds from sale of assets...........................            110                 220             142         86
Acquisition of predecessor's equity....................       (379,488)                 --              --         --
Purchase of Alpine Industries, Inc. assets.............             --                  --              --     (7,565)
Proceeds from sale of AmerCable........................         28,332                  --              --         --
Proceeds from the sale of UltraCraft...................             --                  --              --     18,885
(Purchase)/sale of short-term investment...............             --                  --           5,019     (5,019)
                                                             ---------            --------        --------   --------
Net cash used in investing activities..................       (359,984)             (3,597)         (9,861)    (5,538)
FINANCING ACTIVITIES
Equity contribution from Holdings......................        164,807                  --              --         --
Proceeds from issuance of 9 3/4% Senior Subordinated
  Notes................................................        165,000                  --              --         --
Proceeds from borrowings under term loan...............        125,000                  --              --         --
Repayments of term loan................................        (48,500)                 --              --         --
Net proceeds from issuance of common stock.............            100                  --             875        849
Repayment of 9 1/4% Senior Subordinated Notes..........        (74,092)                 --              --         --
Debt extinguishments costs.............................         (7,579)                 --              --         --
Repurchase of Class B common stock.....................             --                  --         (19,500)        --
Options exercised......................................             --                  94             976        768
Dividends paid.........................................             --                (339)         (1,438)      (801)
Treasury stock acquired................................             --                  --          (2,051)    (5,799)
                                                             ---------            --------        --------   --------
Net cash provided by (used in) financing activities....        324,736                (245)        (21,138)    (4,983)
                                                             ---------            --------        --------   --------
Net increase (decrease) in cash from continuing
  operations...........................................          7,329             (22,100)         12,990     12,447
Net cash used in discontinued operations...............         (1,076)                 --              --         --
                                                             ---------            --------        --------   --------
Cash at beginning of period............................          6,769              28,869          15,879      3,432
                                                             ---------            --------        --------   --------
Cash at end of period..................................      $  13,022            $  6,769        $ 28,869   $ 15,879
                                                             =========            ========        ========   ========
Supplemental Information:
    Cash paid for interest.............................      $  12,226            $  4,479        $  7,176   $  7,177
                                                             =========            ========        ========   ========
    Cash paid for income taxes.........................      $   1,532            $  2,254        $ 12,633   $ 15,292
                                                             =========            ========        ========   ========
</Table>

                            See accompanying notes.
                                        35
<PAGE>

                       ASSOCIATED MATERIALS INCORPORATED

                         NOTES TO FINANCIAL STATEMENTS

1.  ACCOUNTING POLICIES

  NATURE OF OPERATIONS

     Associated Materials Incorporated (the "Company") was incorporated in
Delaware in 1983 and is a leading, vertically integrated manufacturer and
nationwide distributor of exterior residential building products through its
Alside division ("Alside"). The Company's core products are vinyl siding and
vinyl windows.

  BASIS OF PRESENTATION

     The Company's results of operations prior to the date of the Merger
Transaction (see Note 2) are presented as the results of the Predecessor. The
results of operations, including the Merger Transaction and results thereafter,
are presented as the results of the Successor and include 257 days from April
19, 2002 to December 31, 2002. The Company is a wholly owned subsidiary of
Associated Materials Holdings Inc. In addition, as discussed in Note 2, the
Company completed the sale of its AmerCable division on June 24, 2002.
AmerCable's results through April 18, 2002 are included in the results of
continuing operations of the Predecessor. Subsequent to April 18, 2002,
AmerCable's results are presented as discontinued operations of the Successor as
it was the Successor's decision to divest this division.

  USE OF ESTIMATES

     The preparation of financial statements in conformity with accounting
principles generally accepted in the United States requires management to make
estimates and assumptions regarding the reported amounts of assets and
liabilities, disclosure of contingent assets and liabilities at the date of the
financial statements, and the reported amounts of revenues and expenses during
the reporting period. Actual results could differ from those estimates.

  REVENUE RECOGNITION

     The Company primarily sells and distributes its products through two
channels: direct sales from its manufacturing facilities to independent
distributors and dealers and sales to contractors through its Company owned
supply centers. Direct sales revenue is recognized when the Company's
manufacturing facility ships the product. Sales to contractors are recognized
either when the contractor receives product directly from the supply centers or
when the supply centers deliver the product to the contractor's job site. A
substantial portion of the Company's sales is in the repair and replacement
segment of the building products industry. Therefore, vinyl windows are
manufactured to specific measurement requirements received from the Company's
customers. Revenues are recorded net of estimated returns, customer incentive
programs and other incentive offerings including special pricing agreements,
promotions and other volume-based incentives. Revisions to these estimates are
charged to income in the period in which the facts that give rise to the
revision become known.

  CASH AND CASH EQUIVALENTS

     The Company considers all highly liquid investments with an original
maturity of three months or less to be cash equivalents.

  INVENTORIES

     Inventories are valued at the lower of cost (first-in, first-out) or
market. The Company writes down its inventory for estimated obsolescence or
unmarketable inventory equal to the difference between the cost of inventory and
the estimated market value based upon assumptions about future demand and market
conditions. If actual market conditions are less favorable than those projected
by management, additional inventory write-downs may be required.
                                        36
<PAGE>
                       ASSOCIATED MATERIALS INCORPORATED

                  NOTES TO FINANCIAL STATEMENTS -- (CONTINUED)

  PROPERTY, PLANT AND EQUIPMENT

     Property, plant and equipment are stated at cost. The cost of maintenance
and repairs of property, plant and equipment is charged to operations in the
period incurred. Depreciation is provided by the straight-line method over the
estimated useful lives of the assets, which are as follows:

<Table>
<S>                                                           <C>
Building and improvements...................................  7 to 30 years
Computer equipment..........................................  3 years
Machinery and equipment.....................................  3 to 15 years
</Table>

  LONG-LIVED ASSETS WITH DEPRECIABLE OR AMORTIZABLE LIVES

     The Company reviews long-lived assets for impairment whenever events or
changes in circumstances indicate that the carrying amount of an asset may not
be recoverable. Recoverability of assets to be held and used is measured by a
comparison of the carrying amount of the asset to undiscounted future net cash
flows expected to be generated by the asset. If such assets are considered to be
impaired, the impairment to be recognized is measured by the amount by which the
carrying amount of the assets exceeds the fair value of the assets. Depreciation
on assets held for sale is discontinued and such assets are reported at the
lower of the carrying amount or fair value less costs to sell.

  GOODWILL AND OTHER INTANGIBLE ASSETS WITH INDEFINITE LIVES

     The Company reviews goodwill and other intangible assets with indefinite
lives for impairment on an annual basis or more frequently if events or
circumstances change that would impact the value of these assets. The impairment
test is conducted using a fair-value based approach. As the Company did not
record any goodwill and other indefinite lived intangible assets until the
Merger Transaction in the second quarter, an impairment test was not conducted
in 2002 in accordance with Financial Accounting Standards Board ("FASB")
Statement of Financial Accounting Standards ("SFAS") No. 142 -- "Goodwill and
Other Intangible Assets."

  PENSIONS

     The Company's pension costs are developed from actuarial valuations.
Inherent in these valuations are key assumptions including discount rates and
expected return on plan assets. In selecting these assumptions, management
considers current market conditions, including changes in interest rates and
market returns on plan assets. Changes in the related pension benefit costs may
occur in the future due to changes in assumptions.

  INCOME TAXES

     The Company accounts for income taxes in accordance with SFAS No.
109 -- "Accounting for Income Taxes," which requires that deferred tax assets
and liabilities be recognized for the effect of temporary differences between
the book and tax bases of recorded assets and liabilities. SFAS No. 109 also
requires that deferred tax assets be reduced by a valuation allowance if it is
more likely than not that some portion or all of the deferred tax asset will not
be realized. The Company reviews the recoverability of any tax assets recorded
on the balance sheet and provides any necessary allowances as required.

  STOCK PLANS

     The Company measures stock-based compensation using the intrinsic value in
accordance with Accounting Principles Board Opinion No. 25 -- "Accounting for
Stock Issued to Employees." The Company follows the disclosure provisions
required under SFAS No. 123 -- "Accounting for Stock Based Compensation." Pro

                                        37
<PAGE>
                       ASSOCIATED MATERIALS INCORPORATED

                  NOTES TO FINANCIAL STATEMENTS -- (CONTINUED)

forma information regarding net income is required by SFAS No. 123, and has been
determined as if the Company had accounted for its stock options under the fair
value method of that statement using a minimum value approach for companies with
private equity. The pro forma effect on net income for the years ended December
31 would have been (in thousands):

<Table>
<Caption>
                                                257 DAYS     108 DAYS       YEAR ENDED
                                                 ENDED         ENDED       DECEMBER 31,
                                              DECEMBER 31,   APRIL 18,   -----------------
                                                  2002         2002       2001      2002
                                              ------------   ---------   -------   -------
                                               SUCCESSOR                    PREDECESSOR
<S>                                           <C>            <C>         <C>       <C>
Net income as reported......................    $12,184       $(5,757)   $25,412   $23,555
Pro forma stock based employee compensation
  cost, net of tax..........................       (212)          (65)      (344)     (977)
                                                -------       -------    -------   -------
Pro forma net income........................    $11,972       $(5,822)   $25,068   $22,578
                                                =======       =======    =======   =======
</Table>

  MARKETING AND ADVERTISING

     The Company expenses marketing and advertising costs as incurred. Marketing
and advertising expense was $7.2 million for the 257 days ended December 31,
2002, $3.8 million for the 108 days ended April 18, 2002, $9.9 million in 2001
and $9.2 million in 2000.

  INTEREST INCOME

     Interest income was approximately $0.1 million for the 257 days ended
December 31, 2002, $0.1 million for the 108 days ended April 18, 2002, $0.4
million in 2001 and $1.1 million in 2000 and is included in interest expense,
net.

  RECLASSIFICATIONS

     Certain prior period amounts have been reclassified to conform with the
current period presentation.

  NEW ACCOUNTING PRONOUNCEMENTS

     In April 2002, the FASB issued SFAS No. 145, -- "Rescission of FASB
Statements No. 4, 44, and 64, Amendment of FASB Statement No. 13, and Technical
Corrections." The provisions of SFAS No. 145 related to the rescission of SFAS
No. 4 require that any gain or loss on extinguishment of debt that was
classified as an extraordinary item in prior periods presented be reclassified
as a component of income before income taxes. The Successor recorded
extraordinary items of $4.4 million, net of tax, related to debt extinguishment.
The Company is required to adopt the provisions of this standard in its fiscal
year beginning on January 1, 2003 and will make the required reclassifications
during 2003.

     In July 2002, the FASB issued SFAS No. 146 -- "Accounting for Costs
Associated with Exit or Disposal Activities." The provisions of SFAS No. 146
require companies to recognize costs associated with exit or disposal activities
as they are incurred rather than at the date of a commitment to an exit or
disposal plan. The statement replaces guidance previously provided by Emerging
Issues Task Force Number 94-3 -- "Liability Recognition for Certain Employee
Termination Benefits and Other Costs to Exit an Activity (including Certain
Costs Incurred in a Restructuring)." The Company is required to adopt the
provisions of this standard in its fiscal year beginning on January 1, 2003. The
adoption of this standard will not have a material impact on the Company's
financial position, results of operations or cash flows.

     In November 2002, the FASB issued Interpretation No. 45 -- "Guarantor's
Accounting and Disclosure Requirements for Guarantees, Including Indirect
Guarantees of Indebtedness of Others." The provisions of Interpretation No. 45
requires certain guarantees to be recorded at fair value and increases the
disclosure

                                        38
<PAGE>
                       ASSOCIATED MATERIALS INCORPORATED

                  NOTES TO FINANCIAL STATEMENTS -- (CONTINUED)

requirements related to guarantees. The Company is required to adopt the
accounting provisions of this interpretation in its fiscal year beginning on
January 1, 2003. The adoption of this interpretation will not have a material
effect on the Company's financial position, results of operations or cash flows.

     In December 2002, the FASB issued SFAS no. 148 -- "Accounting for
Stock-Based Compensation -- Transition and Disclosure." The provisions of SFAS
No. 148 amend SFAS No. 123 -- "Accounting for Stock-Based Compensation" by
providing alternative methods of transition for a voluntary change to the fair
value based method of accounting for stock-based employee compensation. SFAS No.
148 also requires more prominent and frequent disclosures in financial
statements about the effects of stock-based compensation. The Company has
adopted the disclosure provisions of SFAS No. 148.

2.  ACQUISITIONS AND DIVESTITURES

     On March 16, 2002, the Company entered into a merger agreement ("Merger
Agreement") with Associated Materials Holdings, Inc. ("Holdings") and its wholly
owned subsidiary, Simon Acquisition Corp. The Merger Agreement provided for the
acquisition of all shares of the Company's then outstanding common stock through
a cash tender offer for $50.00 per share. The Merger Agreement also required
that the Company commence a tender offer to purchase all of its then outstanding
9 1/4% senior subordinated notes due March 1, 2008 ("9 1/4% notes").

     On April 19, 2002, the cash tender offer for the Company's then outstanding
common stock and the cash tender offer for approximately $74.0 million of the
Company's then outstanding 9 1/4% notes was completed. Simon Acquisition Corp.
was then merged with and into the Company with the Company continuing as a
privately held, wholly owned subsidiary of Holdings (which is controlled by
affiliates of Harvest Partners, Inc.). The completion of the aforementioned
transactions constitute the merger transaction ("Merger Transaction"). Following
the completion of the Merger Transaction, the Company's then outstanding shares
of common stock were delisted from NASDAQ.

     The merger has been accounted for using the purchase method of accounting.
The total purchase consideration of $379.5 million has been allocated to
tangible and intangible assets acquired and liabilities assumed based on
respective fair values at the date of acquisition based on valuation estimates
and certain assumptions. The allocation of purchase price has resulted in $197.5
million in goodwill and $105.5 million in other intangibles, including $6.8
million of patents with estimated useful lives of 10 years and $98.7 million
assigned to trademarks of which $24.0 million have remaining useful lives of 15
years and $74.7 million have indefinite lives (See Note 4). The allocation of
purchase price is reflected in the December 31, 2002 balance sheet. The purchase
consideration of $379.5 million, tender offer of the $74.0 million of 9 1/4%
notes and debt extinguishment costs of $7.6 million were financed through: (1)
the issuance of $165 million of 9 3/4% senior subordinated notes due 2012
("9 3/4% notes"), (2) $125 million from a new $165 million credit facility
("credit facility"), (3) $164.8 million cash contribution from Holdings and (4)
cash of approximately $6.3 million, representing a portion of the Company's
total cash of $6.8 million on hand at the time of the acquisition.

     In connection with the merger, the Predecessor incurred merger related
costs, including legal and investment banking fees, which have been classified
as Merger Transaction costs in the Predecessor's accompanying statements of
operations.

     On June 24, 2002, the Company completed the sale of its AmerCable division
to AmerCable Incorporated, a newly formed entity controlled by Wingate Partners
III, L.P. and members of AmerCable's management for net proceeds of
approximately $28.3 million and the assumption of certain liabilities pursuant
to an asset purchase agreement. The Company used the net proceeds to repay a
portion of its credit facility. No gain or loss on the sale of AmerCable was
recorded in the statements of operations, as the fair value assigned to
AmerCable's net assets acquired in the Merger Transaction approximated the net
proceeds

                                        39
<PAGE>
                       ASSOCIATED MATERIALS INCORPORATED

                  NOTES TO FINANCIAL STATEMENTS -- (CONTINUED)

received from the subsequent sale of AmerCable. Operating results of
discontinued operations for the period from April 19, 2002 to June 24, 2002 were
as follows (in thousands):

<Table>
<Caption>
                                                               257 DAYS ENDED
                                                              DECEMBER 31, 2002
                                                              -----------------
<S>                                                           <C>
Net sales...................................................       $8,197
Income from operations......................................          322
Interest allocated to discontinued operations...............        1,213
Net loss from discontinued operations.......................       $ (521)
</Table>

     Interest allocated to discontinued operations includes the interest on
$28.3 million of borrowings under the term loan for the period from April 19,
2002 to June 24, 2002 plus interest expense related to the accelerated
amortization of deferred financing fees of the Company's credit facility related
to the proceeds from the sale of AmerCable used to reduce the term loan.

     On October 6, 2000, the Company acquired substantially all of the assets of
Alpine Industries, Inc. for $7.6 million in cash and the assumption of certain
payroll related and property tax liabilities. Included in the acquired assets is
Alpine's leased window fabrication facility located in Bothell, Washington. This
facility manufactures vinyl windows for the new construction and remodeling
markets. The Company accounted for the acquisition using the purchase method of
accounting and the results of operations have been included in the Company's
income statement from the date of acquisition.

     The Company completed the sale of its UltraCraft operation, a manufacturer
of semi-custom frameless cabinets, in June 2000. Pre-tax net proceeds from the
sale were $18.9 million after working capital adjustments and transaction costs.
The Company recorded a pre-tax gain on the sale of $8.0 million.

3.  RELATED PARTIES

     The Company entered into a management agreement with Harvest Partners, Inc.
Under the management agreement, Harvest Partners received a one-time fee of $5.0
million in connection with structuring and implementing the acquisition of the
Company. In addition, Harvest Partners provides the Company with financial
advisory and strategic planning services. For these services, Harvest Partners,
Inc. receives an annual fee of approximately $0.8 million, payable on a
quarterly basis in advance, beginning on the date of execution of this
agreement. The fee will be adjusted on a yearly basis in accordance with the
U.S. Consumer Price Index. In 2002, the Company incurred approximately $0.6
million of management fees paid to Harvest Partners for the period from the
acquisition date to December 31, 2002, which are included in selling, general
and administrative expenses in the statement of operations. The agreement also
provides that Harvest Partners will receive transaction fees in connection with
financings, acquisitions and divestitures of the Company. Such fees will be a
percentage of the applicable transaction. The Company reimburses Harvest
Partners for all out-of-pocket expenses. The management agreement has a term of
five years from its date of execution and will automatically be renewed on a
yearly basis, beginning in 2004, unless otherwise specified by Harvest Partners.

     As discussed in Note 2, the Company sold its AmerCable division to a
newly-formed entity that is controlled in part by former members of the
Company's management.

4.  GOODWILL, TRADEMARKS, TRADE NAMES AND PATENTS

     Goodwill of $197.5 million consists of the purchase price for the Merger
Transaction in excess of the fair value of the tangible and intangible net
assets acquired. The Company's trademarks and trade names total $98.7 million
and patents total approximately $6.8 million. The Company has determined that
one trademark and the Alside trade name totaling $74.7 million have an
indefinite useful life. The remaining $24.0 million of trademarks are being
amortized on a straight-line basis over their estimated remaining useful lives
of 15 years.

                                        40
<PAGE>
                       ASSOCIATED MATERIALS INCORPORATED

                  NOTES TO FINANCIAL STATEMENTS -- (CONTINUED)

Patents are being amortized on a straight-line basis over their estimated
remaining useful lives of 10 years. Accumulated amortization and amortization
expense related to trademarks and patents were approximately $1.2 and $0.6
million, respectively as of and for the 257 days ended December 31, 2002.
Estimated annual amortization expense for trademarks and patents combined is
approximately $2.3 million.

5.  PRO FORMA INFORMATION

     The following pro forma information for the years ended December 31, 2002
and 2001 was prepared as if the Merger Transaction and sale of AmerCable
occurred as of the beginning of each period presented. On a pro forma basis, the
Company would have reported (in thousands):

<Table>
<Caption>
                                                               YEAR ENDED     YEAR ENDED
                                                              DECEMBER 31,   DECEMBER 31,
                                                                  2002           2001
                                                              ------------   ------------
<S>                                                           <C>            <C>
Net sales...................................................    $611,283       $524,528
Income before extraordinary items...........................    $ 16,345       $  8,929
Net income..................................................    $ 11,911       $  8,929
</Table>

     The pro forma information is not necessarily indicative of the results that
would have occurred had the Merger Transaction and sale of AmerCable occurred at
the beginning of the periods presented, nor is it necessarily indicative of
future results. The pro forma results of operations for all periods presented
include a $1.9 million expense related to an inventory fair value adjustment
recorded at the time of the Merger Transaction. In addition, the pro forma
results of operations for the year ended December 31, 2001 includes a $2.4
million loss on the writedown of Amercord Inc.

6.  INVESTMENT IN AMERCORD

     The Company owns a 9.9% interest in Amercord Inc. ("Amercord"), which
manufactured and marketed steel cord and bead wire to the tire manufacturing
industry. During 2001, Amercord ceased operations, and the Company wrote-off its
remaining $2.4 million investment.

     The Company guaranteed $3.0 million of a secured note in connection with
the sale of a portion of the ownership interest in Amercord. Ivaco, Inc.,
pursuant to the terms of the note, agreed to indemnify the Company for 50% of
any loss under the guarantee. The guarantee was exercised by Amercord's lender
and the Company has accrued approximately $1.3 million as of December 31, 2002
for its anticipated portion of the liability related to this guarantee. The
Company retains a right to any collateral proceeds that secure the note;
however, the Company has determined that the value of such collateral is not
sufficient to cover any significant portion of the Company's liability.

                                        41
<PAGE>
                       ASSOCIATED MATERIALS INCORPORATED

                  NOTES TO FINANCIAL STATEMENTS -- (CONTINUED)

7.  ALLOWANCE FOR DOUBTFUL ACCOUNTS

     Changes in the allowance for doubtful accounts on accounts receivable for
the years ended December 31 consist of (in thousands):

<Table>
<Caption>
                                                  257 DAYS     108 DAYS      YEAR ENDED
                                                   ENDED         ENDED      DECEMBER 31,
                                                DECEMBER 31,   APRIL 18,   ---------------
                                                    2002         2002       2001     2000
                                                ------------   ---------   ------   ------
                                                 SUCCESSOR             PREDECESSOR
<S>                                             <C>            <C>         <C>      <C>
Balance at beginning of period................     $5,486       $5,117     $6,168   $4,864
Provision for losses..........................      1,240          649      1,468    2,884
Losses sustained (net of recoveries)..........       (653)        (280)    (2,519)  (1,358)
Allowance for AmerCable receivables sold......       (521)          --         --       --
Allowance for UltraCraft receivables sold.....         --           --         --     (222)
                                                   ------       ------     ------   ------
Balance at end of period......................     $5,552       $5,486     $5,117   $6,168
                                                   ======       ======     ======   ======
</Table>

     The Company maintains allowances for doubtful accounts for estimated losses
resulting from the inability of its customers to make required payments. The
allowance for doubtful accounts is based on a review of the overall condition of
accounts receivable balances and a review of significant past due accounts. If
the financial condition of the Company's customers were to deteriorate,
resulting in an impairment of their ability to make payments, additional
allowances may be required.

8.  INVENTORIES

     Inventories at December 31 consist of (in thousands):

<Table>
<Caption>
                                                                2002         2001
                                                              SUCCESSOR   PREDECESSOR
                                                              ---------   -----------
<S>                                                           <C>         <C>
Raw materials...............................................   $13,545      $21,102
Work-in-progress............................................     3,928        4,597
Finished goods and purchased stock..........................    42,896       48,875
                                                               -------      -------
                                                               $60,369      $74,574
                                                               =======      =======
</Table>

9.  PROPERTY, PLANT AND EQUIPMENT

     Property, plant and equipment at December 31 consist of (in thousands):

<Table>
                                                                2002        2001
                                                              SUCCESSOR   PREDECESSOR
                                                              --------     --------
<S>                                                           <C>         <C>
Land........................................................  $  1,550     $  1,878
Buildings...................................................    29,817       30,231
Construction in process.....................................     2,451        2,970
Machinery and equipment.....................................    70,672      119,151
                                                              --------     --------
                                                               104,490      154,230
Less accumulated depreciation...............................     5,377       76,497
                                                              --------     --------
                                                              $ 99,113     $ 77,733
                                                              ========     ========
</Table>

     Depreciation expense was approximately $5.4 million for the 257 days ended
December 31, 2002, $3.9 million for the 108 days ended April 18, 2002, $10.6
million in 2001 and $9.3 million in 2000.

                                        42
<PAGE>
                       ASSOCIATED MATERIALS INCORPORATED

                  NOTES TO FINANCIAL STATEMENTS -- (CONTINUED)

10.  ACCRUED AND OTHER LIABILITIES

     Accrued liabilities at December 31 consist of (in thousands):

<Table>
                                                                2002        2001
                                                              SUCCESSOR   PREDECESSOR
                                                               -------      -------
<S>                                                           <C>         <C>
Employee compensation.......................................   $11,394      $15,648
Sales promotions and incentives.............................     8,597        8,929
Employee benefits...........................................     4,592        3,656
Interest....................................................     3,435        2,322
Taxes other than income.....................................     2,559        2,610
Other.......................................................     3,742        2,100
                                                               -------      -------
                                                               $34,319      $35,265
                                                               =======      =======
</Table>

     Other liabilities of approximately $20.7 million and $5.2 million at
December 31, 2002 and 2001, respectively, consist primarily of accruals for
pension liabilities and retiree medical benefits.

11.  LONG-TERM DEBT

     Long-term debt at December 31 consists of (in thousands):

<Table>
                                                                2002        2001
                                                              SUCCESSOR   PREDECESSOR
                                                              --------      -------
<S>                                                           <C>         <C>
9 3/4% notes................................................  $165,000
Term loan under credit facility.............................    76,500
9 1/4% notes................................................       908      $75,000
                                                              --------      -------
                                                              $242,408      $75,000
                                                              ========      =======
</Table>

     In connection with the Merger Transaction, on April 23, 2002 the Company
issued $165 million of 9 3/4% notes due in 2012 that pay interest semi-annually
on April 15 and October 15. The 9 3/4% notes are general unsecured obligations
of the Company subordinated in right of payment to senior indebtedness and
senior in right of payment to any current or future subordinated indebtedness of
the Company. The Company has one subsidiary, which is a wholly owned subsidiary
having no assets, liabilities or operations, that fully and unconditionally
guarantees the Company's 9 3/4% notes.

     In conjunction with the merger, the Company entered into a new $165 million
credit facility, which included $125 million of term loans due through 2009 that
bear interest at the London Interbank Offered Rate (LIBOR) plus 3.50%, payable
quarterly, and up to $40 million of available borrowings provided by revolving
loans, which expire in 2007. The credit facility is secured by a pledge of the
capital stock of the Company and a perfected lien and security interest in all
of the tangible and intangible assets of the Company. The term loan has been
permanently reduced by $48.5 million, which resulted in approximately $1.4
million of accelerated amortization of deferred financing costs. At December 31,
2002, the Company had available borrowing capacity of approximately $37.4
million under the revolving portion of its credit facility. The facility
requires the Company to pay a commitment fee of 0.5% per annum on any unused
amounts under the revolving portion of the facility. Outstanding letters of
credit at December 31, 2002 totaled approximately $2.6 million securing various
insurance letters of credit.

     None of the Company's long-term debt matures within five years; however, on
an annual basis the Company is required to make principal payments on the term
loan under its credit facility based on a

                                        43
<PAGE>
                       ASSOCIATED MATERIALS INCORPORATED

                  NOTES TO FINANCIAL STATEMENTS -- (CONTINUED)

percentage of excess cash flows as defined in the credit facility. The payments
under the term loan in 2002 were sufficient such that no additional principal
payments were required under the excess cash flow provision.

     The credit facility and the indenture governing the 9 3/4% notes contain
restrictive covenants that, among other things, limit the Company's ability to
incur additional indebtedness, make loans or advances to subsidiaries and other
entities, invest in capital expenditures, sell its assets or declare dividends.
In addition, under the credit facility the Company is required to achieve
certain financial ratios relating to leverage, coverage of fixed charges and
coverage of interest expense. The Company was in compliance with its covenants
as of December 31, 2002.

     In connection with the Merger Transaction, on April 19, 2002 the Company
completed a cash tender offer for approximately $74.0 million of the Company's
9 1/4% notes. The tender offer premium paid for the 9 1/4% notes was
approximately $7.3 million, of which $4.9 million is included as an
extraordinary item representing the portion of the premium in excess of the fair
market value of the 9 1/4% notes. The Company was then obligated to make a
change of control offer for the approximate $1.0 million of remaining
outstanding 9 1/4% notes at a price of 101% of the principal amount thereof,
plus accrued and unpaid interest. The change of control offer was completed on
June 21, 2002 with approximately $0.1 million of 9 1/4% notes being tendered.
The remaining 9 1/4% notes mature in 2008.

     The weighted average interest rate for borrowings under the credit facility
was 5.9% for the 257 days ended December 31, 2002 and 5.9% for the former credit
facility for the year ended December 31, 2001. For the 108 days ended April 18,
2002, there were no borrowings under the former credit facility.

     The fair value of the 9 3/4% notes at December 31, 2002 was $173.3 million
based upon quoted market prices.

12.  COMMITMENTS

     Commitments for future minimum lease payments under noncancelable operating
leases, principally for manufacturing and distribution facilities and certain
equipment, are as follows (in thousands):

<Table>
<S>                                                           <C>
2003........................................................  $14,825
2004........................................................   12,174
2005........................................................    8,657
2006........................................................    5,563
2007........................................................    3,747
Thereafter..................................................    4,435
</Table>

     Lease expense was approximately $12.4 million for the 257 days ended
December 31, 2002, $6.0 million for the 108 days ended April 18, 2002, $17.9
million in 2001 and $14.7 million in 2000. The Company's lease agreements
typically contain renewal options.

                                        44
<PAGE>
                       ASSOCIATED MATERIALS INCORPORATED

                  NOTES TO FINANCIAL STATEMENTS -- (CONTINUED)

13.  INCOME TAXES

     Income tax expense for the years ended December 31 consists of (in
thousands):

<Table>
<Caption>
                                                                                YEAR ENDED DECEMBER 31,
                                257 DAYS ENDED       108 DAYS ENDED     ---------------------------------------
                              DECEMBER 31, 2002      APRIL 18, 2002            2001                 2000
                              ------------------   ------------------   ------------------   ------------------
                                  SUCCESSOR                                PREDECESSOR
                              CURRENT   DEFERRED   CURRENT   DEFERRED   CURRENT   DEFERRED   CURRENT   DEFERRED
                              -------   --------   -------   --------   -------   --------   -------   --------
<S>                           <C>       <C>        <C>       <C>        <C>       <C>        <C>       <C>
Federal income taxes........  $6,127     $1,151     $177       $711     $13,835    $  948    $13,800    $1,510
State income taxes..........     781        587       17         72         909       216      1,064       181
                              ------     ------     ----       ----     -------    ------    -------    ------
                              $6,908     $1,738     $194       $783     $14,744    $1,164    $14,864    $1,691
                              ======     ======     ====       ====     =======    ======    =======    ======
</Table>

     Deferred income taxes reflect the net tax effects of temporary differences
between the carrying amount of assets and liabilities for financial reporting
purposes and the amounts used for income tax purposes. Significant components of
the Company's deferred income taxes as of December 31 are as follows (in
thousands):

<Table>
<Caption>
                                                                2002         2001
                                                              SUCCESSOR   PREDECESSOR
                                                              ---------   -----------
<S>                                                           <C>         <C>
Deferred tax assets:
  Medical benefits..........................................  $  2,548      $ 1,966
  Bad debt expense..........................................     2,551        1,914
  Pension...................................................     2,746           --
  Inventory costs...........................................       583          763
  Capital loss on Amercord Inc. ............................        --          472
  Accrued expenses and other................................     3,164        1,222
                                                              --------      -------
Total deferred tax assets...................................    11,592        6,337
Deferred tax liabilities:
  Depreciation..............................................    22,765        9,889
  Intangible assets.........................................    43,032           --
  Pension expense...........................................        --          779
  Other.....................................................     1,118          760
                                                              --------      -------
Total deferred tax liabilities..............................    66,915       11,428
                                                              --------      -------
Net deferred tax liabilities................................  $(55,323)     $(5,091)
                                                              ========      =======
</Table>

     The reconciliation of the statutory rate to the Company's effective income
tax rate for the years ended December 31 follows:

<Table>
<Caption>
                                                      257 DAYS     108 DAYS     YEAR ENDED
                                                       ENDED         ENDED     DECEMBER 31,
                                                    DECEMBER 31,   APRIL 18,   -------------
                                                        2002         2002      2001    2000
                                                    ------------   ---------   -----   -----
                                                     SUCCESSOR            PREDECESSOR
<S>                                                 <C>            <C>         <C>     <C>
Statutory rate....................................      35.0%        (35.0)%   35.0%   35.0%
State income tax, net of federal income tax
  benefit.........................................       2.2          (2.2)     1.8     2.0
Non-deductible merger transaction costs...........        --          58.9       --      --
Other.............................................       4.3          (1.3)     1.7     4.3
                                                        ----         -----     ----    ----
Effective rate....................................      41.5%         20.4%    38.5%   41.3%
                                                        ====         =====     ====    ====
</Table>

                                        45
<PAGE>
                       ASSOCIATED MATERIALS INCORPORATED

                  NOTES TO FINANCIAL STATEMENTS -- (CONTINUED)

     As a result of relocating the Company's corporate office from Texas to
Ohio, the Successor's state and local income tax rate increased, raising the
Company's total effective tax rate to 41.5% from 38.5%. In addition, the
Predecessor's tax provision includes an estimate for $7.3 million of Merger
Transaction costs that the Company considers to be non-deductible for income tax
purposes. Income tax expense for the 257 days ended December 31, 2002 consists
of a $12.1 million provision for continuing operations, net of a $0.3 million
benefit from discontinued operations and a $3.2 million benefit from
extraordinary items.

     In 2000, the Company recorded $1.1 million in additional income tax expense
due to an adjustment to a deferred tax asset, which was recorded in 1986
pursuant to the spin-off of the Company's tire cord operation into Amercord. The
effect of this adjustment is included in the other category in the rate
reconciliation. Exclusive of this adjustment, the Company's effective tax rate
would have been 38.5%.

14.  STOCKHOLDERS' EQUITY

  SUCCESSOR

     As discussed in Note 2, the Company is a wholly owned subsidiary of
Holdings. The Company has the authority to issue 1,000 shares of $0.01 par value
common stock, of which 100 shares are issued and outstanding at December 31,
2002. The Company's contributed capital consists of $164.9 million of cash
contributions and non-cash financing of approximately $5.0 million representing
the fair value of stock options of the Predecessor held by certain employees
that were converted into options of Holdings.

     The Company reports comprehensive income in its consolidated statement of
stockholders' equity. Comprehensive income includes net income and all other
non-owner changes in equity during the period. Comprehensive income for the 257
days ended December 31, 2002 includes a minimum pension liability adjustment of
approximately $7.4 million, net of a related tax benefit of approximately $3.1
million. The Company had no non-owner changes impacting equity for the 108 days
ended April 18, 2002 or the years ended December 31, 2001 or 2000.

  PREDECESSOR

     In October 1998 the Company's Board of Directors approved a stock
repurchase program that authorized the Company to purchase up to 800,000 shares
of common stock in open market transactions depending on market, economic and
other factors. In November 2000, the Board authorized the repurchase of an
additional 800,000 shares of common stock under the Company's stock repurchase
program, bringing the total number of shares under the plan to 1,600,000 shares.
During 2001 and 2000, the Company repurchased 123,306 and 399,774 shares of its
common stock under the stock repurchase program at a cost of approximately $2.0
million and $5.8 million. The repurchase of the Company's Class B common stock
described below was not part of this stock repurchase program.

     On April 29, 2001, the Company repurchased 1,000,000 shares of its Class B
common stock from The Prudential Insurance Company of America ("Prudential") and
its wholly owned subsidiary, PCG Finance Company II, LLC ("PCG") at $19.50 per
share, or $19.5 million in the aggregate, which has been reflected primarily as
a reduction to retained earnings. The share purchase was financed through
available cash and borrowings under the Company's then available $50 million
credit facility. Following the purchase, Prudential and PCG converted the
remaining 550,000 shares of Class B common stock held by these entities into
550,000 shares of common stock pursuant to the terms of the Company's
Certificate of Incorporation. The Company subsequently retired all 1,550,000
previously authorized shares of Class B common stock.

                                        46
<PAGE>
                       ASSOCIATED MATERIALS INCORPORATED

                  NOTES TO FINANCIAL STATEMENTS -- (CONTINUED)

15.  STOCK PLANS

  SUCCESSOR

     In June 2002, Holdings adopted the Associated Materials Holdings Inc. 2002
Stock Option Plan (the "Plan"). The board of directors of Holdings administers
the Plan and selects eligible executives, directors, employees and consultants
of Holdings and its affiliates, including the Company, to receive options. The
board of directors of Holdings also will determine the number and type of shares
of stock covered by options granted under the Plan, the terms under which
options may be exercised, the exercise price of the options and other terms and
conditions of the options in accordance with the provisions of the Plan. In
2002, the board of directors authorized 467,519 shares of Holdings' common stock
and 55,758 shares of Holdings' preferred stock under this Plan. An option holder
may pay the exercise price of an option by any legal manner that the board of
directors of Holdings permits. Option holders generally may not transfer their
options except in the event of death. If Holdings undergoes a change in control,
as defined in the Plan, all outstanding time-vesting options become immediately
fully exercisable, while the performance-based options may become immediately
exercisable upon achievement of certain specified criteria. The board of
directors of Holdings may adjust outstanding options by substituting stock or
other securities of any successor or another party to the change in control
transaction, or cash out such outstanding options, in any such case, generally
based on the consideration received by its stockholders in the transaction.
Subject to particular limitations specified in the Plan, the board of directors
may amend or terminate the Plan. The Plan will terminate no later than 10 years
following its effective date; however, any options outstanding under the option
plan will remain outstanding in accordance with their terms.

     Options were granted at fair market value on the grant date and are
exercisable under varying terms for up to ten years. The options granted in 2002
include the following:

     - Options to purchase shares of Holdings' common stock at the fair market
       value on the date of grant, which will vest over time;

     - Options to purchase shares of Holdings' common stock at the fair market
       value on the date of grant, which will vest 100% on the eighth
       anniversary from the date of grant provided that the option vesting may
       be accelerated upon the occurrence of a liquidity event, as defined in
       the Plan, and the achievement of a specified internal rate of return on
       the funds invested by Harvest Partners, Inc. and minimum aggregate
       proceeds for the investment by Harvest Partners (performance-based
       options) and;

     - Options to purchase shares of Holdings' common stock and preferred stock
       as a unit, comprised of one share of preferred stock and a specified
       fraction of a share of common stock granted in exchange for a portion of
       the outstanding options to purchase shares of the Predecessor's common
       stock, which became fully vested upon the change in control ("Roll-Over
       Options").

     Transactions during the 257 days ended December 31, 2002 under this plan
are summarized below:

<Table>
<Caption>
                                                                          WEIGHTED AVERAGE
                                             SHARES         PRICE          EXERCISE PRICE
                                             -------   ----------------   ----------------
<S>                                          <C>       <C>                <C>
Granted....................................  506,450   $ 5.85 to $22.65        $11.75
Expired or canceled........................  (22,500)  $ 5.85 to $18.00         14.78
                                             -------   ----------------        ------
Options outstanding December 31, 2002......  483,950   $10.00 to $22.65        $11.61
                                             =======   ================        ======
</Table>

     Options to purchase 95,712 shares of Holdings' common stock and 55,758
shares of Holdings' preferred stock were exercisable at December 31, 2002. As
the Roll-Over Options are required to be exercised as a unit (as described
above), the weighted average exercise price of the Roll-Over Options has been
allocated among the options for preferred and common stock.

                                        47
<PAGE>
                       ASSOCIATED MATERIALS INCORPORATED

                  NOTES TO FINANCIAL STATEMENTS -- (CONTINUED)

     The weighted average fair value at date of grant for options granted during
2002 using the minimum value method was $3.57 per option. The fair value of the
options was estimated at the date of the grant using the minimum value method
with the following assumptions for 2002: dividend yield of 0.0% for options for
common shares and 8.0% for options for preferred shares, a weighted-average risk
free interest rate of 5.02% and an expected life of the option of 8 years. Stock
based compensation would have reduced net income by approximately $0.2 million
for the 257 days ended December 31, 2002 if the fair values of the options
granted had been recognized as compensation expense on a straight-line basis
over the vesting period of the grants.

  PREDECESSOR

     The Company had a stock option plan, whereby it granted stock options to
certain directors, officers and key employees. The Company authorized 1,200,000
shares of common stock to be issued under the plan. Options were granted at fair
market value on the grant date and were exercisable for ten years. Options
vested by either of the following methods: 50% vesting upon the grant date with
the other 50% vesting after two years or 20% vesting upon the grant date with an
additional 20% vesting each year commencing on the first anniversary of the
grant date. All outstanding options granted under the stock option plan were
non-statutory stock options. As of April 18, 2002, all options were either
exercised or converted to options of Holdings.

     Transactions during 2000, 2001 and the 108 days ended April 18, 2002 under
this plan are summarized below:

<Table>
<Caption>
                                                                          WEIGHTED AVERAGE
                                             SHARES         PRICE          EXERCISE PRICE
                                            --------   ----------------   ----------------
<S>                                         <C>        <C>                <C>
Options outstanding at December 31,
  1999....................................   567,300   $2.93 to $16.00         $ 8.50
Exercised.................................   (73,486)  $5.00 to $11.88         $ 9.57
Granted...................................   167,500   $11.88 to $16.56        $13.50
Expired or canceled.......................   (26,514)  $9.00 to $11.88         $ 9.72
                                            --------   ----------------        ------
Options outstanding at December 31,
  2000....................................   634,800   $2.93 to $16.56         $ 9.65
Exercised.................................   (67,300)  $2.93 to $11.88         $ 5.76
Granted...................................    20,000        $17.88             $17.88
Expired or canceled.......................   (19,000)  $9.00 to $11.88         $ 9.45
                                            --------   ----------------        ------
Options outstanding at December 31,
  2001....................................   568,500   $2.925 to $17.88        $10.41
Exercised.................................  (403,500)  $2.925 to $17.88        $ 9.48
Converted to options of Holdings..........  (165,000)  $2.925 to $17.88        $12.68
                                            --------   ----------------        ------
Options outstanding April 18, 2002........        --          --                   --
                                            ========   ================        ======
</Table>

     The weighted average fair value at date of grant for options granted during
2001 using the Black Scholes method was $8.39 per option. The fair value of the
options was estimated at the date of the grant using the Black Scholes option
pricing model with the following assumptions for 2001: dividend yield of .95%,
volatility factor of the expected market price of the stock of .330, a
weighted-average risk free interest rate of 5.10% and an expected life of the
option of 10 years. Stock based compensation would have reduced net income (or
increased net loss) by approximately $0.1 million for the 108 days ended April
18, 2002 and $0.3 million and $1.0 million for the years ended December 31, 2001
and 2000, respectively.

     Effective October 1, 1998 the Company established an Employee Stock
Purchase Plan ("ESPP"). The ESPP allowed employees to purchase the Company's
common stock at 85% of the lower of the fair market value on the first day of
the purchase period or the last day of the purchase period. The Company had
registered 500,000 shares of common stock for issuance under the ESPP. Employees
purchased 60,679 and 65,873 shares under the ESPP at average prices of $14.42
and $12.87 per share during 2001 and 2000,

                                        48
<PAGE>
                       ASSOCIATED MATERIALS INCORPORATED

                  NOTES TO FINANCIAL STATEMENTS -- (CONTINUED)

respectively. The Company's Board of Directors approved the suspension of the
ESPP effective December 31, 2001.

16.  BUSINESS SEGMENTS

  SUCCESSOR

     Subsequent to the Merger Transaction and sale of AmerCable, the Company is
in the single business of manufacturing and distributing exterior residential
building products.

  PREDECESSOR

     Prior to the Merger Transaction and sale of AmerCable, the Company had two
reportable segments: building products and electrical cable products. The
principal business activities of the building products segment are the
manufacture of vinyl siding, vinyl windows and the wholesale distribution of
these and other complementary building products principally to professional home
remodeling and new construction contractors. The principal business activity of
the electrical cable segment was the manufacture and sale of jacketed electrical
cable.

     The Company had evaluated performance and allocated resources based on
operating profit, which is comprised of net sales less operating costs and
expenses.

     Comparative financial data by reportable segment for the 108 days ended
April 18, 2002 and the years ended December 31, 2001 and 2000 are as follows (in
thousands):

<Table>
<Caption>
                                                       108 DAYS        YEAR ENDED
                                                         ENDED        DECEMBER 31,
                                                       APRIL 18,   -------------------
                                                         2002        2001       2000
                                                       ---------   --------   --------
<S>                                                    <C>         <C>        <C>
Net sales:
  Building products..................................  $161,959    $524,528   $434,845
  Electrical cable products..........................    18,271      71,291     64,548
                                                       --------    --------   --------
                                                       $180,230    $595,819   $499,393
                                                       ========    ========   ========
Operating profits (losses):
  Building products..................................  $  7,328    $ 48,889   $ 36,300
  Electrical cable products..........................       585       6,653      5,815
  Corporate expense..................................    (1,306)     (5,034)    (3,971)
                                                       --------    --------   --------
                                                       $  6,607    $ 50,508   $ 38,144
                                                       ========    ========   ========
</Table>

<Table>
<Caption>

<S>                                                      <C>      <C>        <C>
Identifiable assets:
  Building products....................................           $189,142   $165,990
  Electrical cable products............................             34,054     34,255
  Corporate............................................             35,464     35,467
                                                                  --------   --------
                                                                  $258,660   $235,712
                                                                  ========   ========
Depreciation and amortization:
  Building products....................................  $3,253   $  8,901   $  7,767
  Electrical cable products............................     635      1,708      1,493
  Corporate............................................      81        310        290
                                                         ------   --------   --------
                                                         $3,969   $ 10,919   $  9,550
                                                         ======   ========   ========
</Table>

                                        49
<PAGE>
                       ASSOCIATED MATERIALS INCORPORATED

                  NOTES TO FINANCIAL STATEMENTS -- (CONTINUED)

<Table>
<Caption>

<S>                                                      <C>      <C>        <C>
Additions to property, plant and equipment:
  Building products....................................  $2,036   $ 11,652   $  7,936
  Electrical cable products............................   1,781      3,359      3,708
  Corporate............................................      --         11        281
                                                         ------   --------   --------
                                                         $3,817   $ 15,022   $ 11,925
                                                         ======   ========   ========
</Table>

     Identifiable assets by segment are those used in the Company's operations
in each segment. Corporate assets are principally the Company's cash and cash
equivalents and short-term investments. The Company operates principally in the
United States. Neither aggregate export sales nor sales to a single customer
have accounted for 10% or more of consolidated net sales in any of the years
presented.

17.  RETIREMENT PLANS

     The Company sponsors a defined benefit pension plan, The Premium Building
Products Company Hourly Employees Pension Plan ("Premium Plan"), which covers
approximately 250 participants. The Company froze the Alside defined benefit
retirement plan ("Alside Plan") in 1998 and replaced it with a defined
contribution plan. Prepaid pension and accrued pension liabilities are included
in other assets and other liabilities in the accompanying balance sheets.

     Information regarding the Company's defined benefit plans is as follows (in
thousands):

<Table>
<Caption>
                                                       2002                2001
                                                 -----------------   -----------------
                                                 ALSIDE    PREMIUM   ALSIDE    PREMIUM
                                                  PLAN      PLAN      PLAN      PLAN
                                                 -------   -------   -------   -------
<S>                                              <C>       <C>       <C>       <C>
CHANGE IN PROJECTED BENEFIT OBLIGATION
Projected benefit obligation at beginning of
  year.........................................  $27,624   $1,234    $25,733   $1,100
Service cost...................................      185       48        209       37
Interest cost..................................    1,919       92      1,887       77
Plan amendments................................       --       --         --       43
Actuarial (gain) loss..........................    1,326      182      1,102       (2)
Benefits paid..................................   (1,449)     (23)    (1,307)     (21)
                                                 -------   ------    -------   ------
Projected benefit obligation at end of year....  $29,605   $1,533    $27,624   $1,234
                                                 =======   ======    =======   ======
CHANGE IN PLAN ASSETS
Fair value of assets at beginning of year......  $28,732   $1,007    $32,414   $  880
Actual return on plan assets...................   (3,740)    (138)    (2,375)     (57)
Employer contributions.........................       --      132         --      205
Benefits paid..................................   (1,449)     (23)    (1,307)     (21)
                                                 -------   ------    -------   ------
Fair value of assets at end of year............   23,543      978     28,732    1,007
Funded status..................................   (6,062)    (555)     1,108     (227)
Unrecognized:
  Transition obligation........................       --       --         --       14
  Prior service costs..........................       --       --         --       80
  Cumulative net loss..........................       --       --        876       43
                                                 -------   ------    -------   ------
Accrued pension asset (liability)..............  $(6,062)  $ (555)   $ 1,984   $  (90)
                                                 =======   ======    =======   ======
</Table>

                                        50
<PAGE>
                       ASSOCIATED MATERIALS INCORPORATED

                  NOTES TO FINANCIAL STATEMENTS -- (CONTINUED)

<Table>
<Caption>
                                                       2002                2001
                                                 -----------------   -----------------
                                                 ALSIDE    PREMIUM   ALSIDE    PREMIUM
                                                  PLAN      PLAN      PLAN      PLAN
                                                 -------   -------   -------   -------
<S>                                              <C>       <C>       <C>       <C>
KEY ASSUMPTIONS AS OF DECEMBER 31
Discount rate..................................     6.75%    6.75%      7.25%    7.25%
Long-term rate of return on assets.............     9.00%    9.00%      9.00%    9.00%
Salary increases...............................      N/A      N/A        N/A      N/A
NET PERIODIC PENSION (BENEFIT) COST
Service cost...................................  $   185   $   48    $   209   $   37
Interest cost..................................    1,919       92      1,887       77
Expected return on assets......................   (2,467)     (93)    (2,864)     (83)
Amortization of unrecognized:
  Transition obligation........................       --        2         --        7
  Prior service costs..........................       --        3         --        6
  Cumulative net gain..........................       --       --       (217)      (5)
                                                 -------   ------    -------   ------
Net periodic pension (benefit) cost............  $  (363)  $   52    $  (985)  $   39
                                                 =======   ======    =======   ======
</Table>

     In 2002, the Company recognized in the statement of comprehensive income an
additional minimum pension liability adjustment of approximately $7.4 million,
($4.3 million net of tax). The additional liability is included in other
liabilities in the balance sheet as of December 31, 2002.

     The Company sponsors a defined contribution plan (the "401(k) Plan")
intended to provide assistance in accumulating personal savings for retirement.
The 401(k) Plan is qualified as a tax-exempt plan under Sections 401(a) and
401(k) of the Internal Revenue Code. The 401(k) Plan covers all full-time,
non-union employees and matches up to 4.0% of eligible compensation. The
Company's pre-tax contributions to this plan were approximately $1.8 million for
the 257 days ended December 31, 2002, $1.0 million for the 108 days ended April
18, 2002, $2.1 million in 2001 and $2.0 million in 2000.

     Previously, the Company sponsored the AmerCable 401(k) Plan, which covered
all full-time employees of AmerCable and matched up to 4.0% of eligible
compensation (3.5% of eligible compensation prior to 2001). The Company's
pre-tax contributions to this plan were approximately $50 thousand for the
period from the date of the Merger Transaction to the date AmerCable was sold,
$0.1 million for the 108 days ended April 18, 2002, $0.3 million in 2001 and
$0.2 million in 2000.

18.  EXTRAORDINARY ITEMS

     Extraordinary items include $4.9 million ($2.8 million net of tax) for a
portion of the premium paid to extinguish substantially all of the Successor's
assumed 9 1/4% notes and $2.7 million ($1.6 million net of tax) for the
financing fees related to an interim credit facility utilized for the Merger
Transaction, which was repaid shortly thereafter.

19.  CONTINGENCIES

     In the ordinary course of business, the Company is involved in various
legal proceedings. The Company is of the opinion that the ultimate resolution of
these matters will not have a material adverse effect on the results of
operations or the financial position of the Company.

                                        51
<PAGE>

ITEM 9.  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
         FINANCIAL DISCLOSURE

     None

                                    PART III

ITEM 10.  DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

     The following table sets forth information about the board of directors and
executive officers for the Company.

<Table>
<Caption>
NAME                                   AGE                     POSITION(S)
----                                   ---                     -----------
<S>                                    <C>   <C>
Ira D. Kleinman......................  46    Director
Michael Caporale, Jr. ...............  51    President, Chief Executive Officer and Director
D. Keith LaVanway....................  38    Vice President, Chief Financial Officer,
                                             Treasurer and Secretary
Kenneth L. Bloom.....................  40    President of Alside Siding & Window Company
Robert M. Franco.....................  49    President of Alside Supply Centers
Thomas W. Arenz......................  45    Director
Jonathan C. Angrist..................  31    Director
</Table>

     Set forth below is a brief description of the business experience of each
of our directors and executive officers as of March 21, 2003.

     IRA D. KLEINMAN, AGE 46.  Mr. Kleinman has been a director since the Merger
Transaction. Mr. Kleinman is chairman of the Board and a director of Associated
Materials Holdings Inc. Mr. Kleinman has been a General Partner of Harvest
Partners for more than five years and is currently a member of Harvest
Associates III, LLC and Harvest Associates IV, LLC. Mr. Kleinman is also a
director for Global Power Equipment Inc.

     MICHAEL CAPORALE, JR., AGE 51.  Mr. Caporale has been the President and
Chief Executive Officer of the Company and a director since the Merger
Transaction. Mr. Caporale was named Chief Executive Officer of the Alside
division and became a director in February 2001. Mr. Caporale joined the Company
in January 2000 as President of the Alside Window Company, became President and
Chief Operating Officer of the Alside division in April 2000 and was named a
Vice President of the Company in August 2000. Mr. Caporale is President and
Chief Executive Officer and a director of Associated Materials Holdings Inc.
Prior to joining the Company, Mr. Caporale was the President of Great Lakes
Window, Inc., a subsidiary of Nortek, Inc., where he had been employed since
1995.

     D. KEITH LAVANWAY, AGE 38.  Mr. LaVanway has been Vice President, Chief
Financial Officer, Treasurer and Secretary of the Company since the Merger
Transaction. Mr. LaVanway joined the Company in February 2001 as Vice
President -- Chief Financial Officer of Alside and was also named a Vice
President of the Company. Mr. LaVanway is Vice President -- Finance of
Associated Materials Holdings Inc. Prior to joining the Company, Mr. LaVanway
was employed by Nortek, Inc. from 1995 to 2001, most recently as Vice
President -- Chief Financial Officer of Peachtree Doors and Windows Company.

     KENNETH L. BLOOM, AGE 40.  Mr. Bloom joined the Company in July 2000 as
Alside's Vice President of Window Manufacturing. In March 2001, Mr. Bloom was
named President of Alside Window Company. Mr. Bloom was named President of
Alside Siding & Window Company in August 2002. Prior to joining the Company, Mr.
Bloom was Corporate Vice President of Field Container Co., L.P., where he had
been employed since 1996.

     ROBERT M. FRANCO, AGE 49.  Mr. Franco joined the Company in August 2002 as
President of Alside Supply Centers. Prior to joining the Company, Mr. Franco was
most recently Vice President of the Exterior Systems Business of Owens-Corning,
Inc., where he had worked in a variety of key management positions for over
twenty years.
                                        52
<PAGE>

     THOMAS W. ARENZ, AGE 45.  Mr. Arenz has been a director since shortly after
the Merger Transaction. Mr. Arenz is Treasurer, Assistant Secretary and a
director of Associated Materials Holdings Inc. Mr. Arenz joined Harvest
Partners, Inc. in November 1996 and became a Principal in October 1997. Mr.
Arenz has over 16 years of private equity investment and corporate finance
experience. From 1995 to 1996, Mr. Arenz was with the North American subsidiary
of Preussag AG, a German multinational corporation, most recently as President.
From 1991 to 1995, Mr. Arenz was a Principal at Joseph Littlejohn & Levy, a
management buyout firm. Mr. Arenz was also in the corporate finance departments
at Kidder, Peabody & Co. from 1990 to 1991 and Drexel Burnham Lambert from 1986
to 1990.

     JONATHAN C. ANGRIST, AGE 31.  Mr. Angrist has been a director since the
Merger Transaction. Mr. Angrist is Secretary, Assistant Treasurer and a director
of Associated Materials Holdings Inc. Mr. Angrist is also currently Vice
President of Harvest Partners. From 1993 to 1997, Mr. Angrist was a consultant
with Sibson & Company. Mr. Angrist is also a director for IRMC Holdings, Inc.

     All of the Company's directors are elected on an annual basis with terms
expiring as of the annual meeting of stockholders. All of the officers serve at
the discretion of the board of directors. The Company may expand the size of the
board of directors so that it is the same as the board of Holdings.

            SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

     Not applicable

ITEM 11.  EXECUTIVE COMPENSATION

  SUMMARY COMPENSATION TABLE

     The following table sets forth the annual compensation paid by the Company
for services rendered in 2002, 2001 and 2000 by the chief executive officer and
each of the other executive officers of the Company.

<Table>
<Caption>
                                                                                      LONG-TERM
                                           ANNUAL COMPENSATION                   COMPENSATION AWARDS
                             ------------------------------------------------   ---------------------
                             FISCAL                            OTHER ANNUAL     SECURITIES UNDERLYING    ALL OTHER
NAME AND PRINCIPAL POSITION   YEAR     SALARY      BONUS      COMPENSATION(1)    OPTIONS/SARS (#)(2)    COMPENSATION
---------------------------  ------   --------   ----------   ---------------   ---------------------   ------------
<S>                          <C>      <C>        <C>          <C>               <C>                     <C>
Michael Caporale, Jr.(3)...   2002    $488,308   $  284,000         --                 205,892(10)        $ 21,446(16)
  President and Chief                                                                   46,415(10)
  Executive Officer           2001    $412,504   $  354,409         --                       0            $281,002(17)
                              2000    $335,417   $  140,000         --                 100,000(11)        $127,439(17)

D. Keith LaVanway(4).......   2002    $265,958   $   92,950         --                  66,981(12)        $  9,341(18)
  Vice President and Chief                                                               4,678(12)
  Financial Officer           2001    $195,844   $   92,868         --                  10,000(11)        $135,689(19)

Kenneth L. Bloom(5)........   2002    $220,008   $   56,800         --                  56,483(13)        $  8,000(20)
  President of Alside         2001    $210,000   $   60,694         --                   4,665(13)        $  3,500(20)
  Siding
  And Windows                 2000    $ 87,950   $   80,000         --                       0            $110,181(21)
                                                                                        10,000(11)

Robert M. Franco(6)........   2002    $102,407   $  165,000         --                  21,256(14)        $ 25,247(22)
  President of Alside
  Supply Centers

William W. Winspear(7).....   2002    $178,333   $1,000,000         --                       0            $ 16,467(23)
  Former Chairman of the      2001    $530,833   $  667,185         --                       0            $ 44,800
  Board, President and        2000    $507,500   $  612,870         --                       0            $ 39,450
  Chief Executive Officer
</Table>

                                        53
<PAGE>

<Table>
<Caption>
                                                                                      LONG-TERM
                                           ANNUAL COMPENSATION                   COMPENSATION AWARDS
                             ------------------------------------------------   ---------------------
                             FISCAL                            OTHER ANNUAL     SECURITIES UNDERLYING    ALL OTHER
NAME AND PRINCIPAL POSITION   YEAR     SALARY      BONUS      COMPENSATION(1)    OPTIONS/SARS (#)(2)    COMPENSATION
---------------------------  ------   --------   ----------   ---------------   ---------------------   ------------
<S>                          <C>      <C>        <C>          <C>               <C>                     <C>
Robert F. Hogan, Jr.(8)....   2002    $129,290   $       --         --                  15,000(15)        $  5,172(20)
  Former President and        2001    $262,500   $  177,930         --                       0            $  6,800
  Chief Executive Officer     2000    $249,167   $  158,435         --                       0            $  5,950
  of the Company's
  AmerCable division

Robert L. Winspear(9)......   2002    $ 73,375   $       --         --                       0            $625,167(24)
  Former Vice President       2001    $208,333   $   66,719         --                       0            $  6,800
  and Chief Financial         2000    $197,500   $   61,287         --                       0            $  5,950
  Officer
</Table>

---------------

 (1) Perquisites and other personal benefits received by the Company's other
     executive officers are not included in the Summary Compensation Table
     because the aggregate amount of this compensation, if any, did not meet
     disclosure thresholds established under current SEC regulations.

 (2) Options granted in 2002 were granted in accordance with the Associated
     Materials Holdings Inc. 2002 Stock Option Plan. The option grants include
     the following:

        - Options to purchase shares of Holdings common stock at the fair market
          value on the date of grant, which will vest over time ("Time-Based
          Options"). All Time-Based Options granted to executives during
          September 2002 were immediately vested 16% on the date of grant,
          representing 10% vesting upon grant plus four months of vesting from
          May 2002 through August 2002, with remaining vesting of 1.5% per month
          over 56 months;

        - Options to purchase shares of Holdings common stock at the fair market
          value on the date of grant, which will vest 100% on the eighth
          anniversary from the date of grant, provided that the option vesting
          may be accelerated upon the occurrence of a liquidity event and the
          achievement of a specified internal rate of return ("IRR") on the
          investment by Harvest Partners, Inc. in Holdings ("IRR Options"). A
          liquidity event is defined as the occurrence of (a) a transaction or
          series of transactions which results in the sale or transfer of (i)
          more than a majority of the assets of Holdings and its subsidiaries or
          (ii) a majority of the capital stock of Holdings or a widely
          distributed sale of the common stock of Holdings in an underwritten
          public offering which yields a minimum required amount of net proceeds
          to Holdings and (b) the funds of Harvest Partners, Inc. receive a
          minimum required aggregate net cash proceeds for its investment in
          Holdings ("Liquidity Event");

        - Options to purchase shares of Holdings common stock and preferred
          stock as a unit, comprised of one share of preferred stock and a
          specified fraction of a share of common stock ("Roll-Over Options").
          These options were granted in exchange for the outstanding options to
          purchase Associated Materials Incorporated common stock ("Predecessor
          Company Options"). Roll-Over Options were granted at an exercise
          price, which preserves the intrinsic value of the Predecessor Company
          Options. Each Roll-Over Option grant was 100% vested as of the date of
          grant.

 (3) Mr. Caporale joined the Company in January 2000.

 (4) Mr. LaVanway joined the Company in February 2001.

 (5) Mr. Bloom joined the Company in July 2000.

 (6) Mr. Franco joined the Company in August 2002.

 (7) Mr. W. Winspear retired from the Company upon consummation of the Merger
     Transaction.

 (8) Immediately following the sale of AmerCable in June 2002, Mr. Hogan ceased
     to be an officer of the Company and became the president, chief executive
     officer and chairman of the board of the newly-formed entity that acquired
     the Company's AmerCable division. Mr. Hogan has relinquished his rights to
     severance from the Company.

 (9) Mr. R. Winspear ceased to be the vice president and chief financial officer
     of the Company after consummation of the Merger Transaction.

                                        54
<PAGE>

(10) In September 2002, Mr. Caporale was granted an option to purchase 205,892
     shares of Holdings common stock and 46,415 shares of Holdings' preferred
     stock as follows:

        - Time-Based Options granted with the option to purchase 106,280 shares
          of common stock at $10 per share;

        - IRR Options granted with the option to purchase 63,768 shares of
          common stock at $10 per share;

        - Roll-Over Options granted with an option to purchase 23,221 shares of
          preferred stock and 17,781 shares of common stock. Each option must be
          exercised as a unit, with each unit comprising one share of preferred
          stock and 0.7657 shares of common stock, at a unit exercise price of
          $31.09;

        - Roll-Over Options granted with an option to purchase 23,194 shares of
          preferred stock and 18,063 shares of common stock. Each option must be
          exercised as a unit, with each unit comprising one share of preferred
          stock and 0.7788 shares of common stock, at a unit exercise price of
          $29.91.

        In January 2000, Mr. Caporale was granted Predecessor Company Options to
        purchase 50,000 shares of Company common stock at $14.4375 per share,
        the fair market value on the grant date. In March 2000, Mr. Caporale was
        granted Predecessor Company Options to purchase an additional 50,000
        shares of Company common stock at $13.875 per share, the fair market
        value on the grant date. The Predecessor Company Options granted for
        Company common stock vested 50% on the date of grant and 50% on the
        second anniversary of the grant date. Both option grants became 100%
        vested upon consummation of the Merger Transaction and were converted
        into the Roll-Over Options described herein.

(11) The options shown, which are Predecessor Company Options, were issued
     pursuant to a plan that is no longer in existence and have been rolled over
     into new options of Holdings. These options were the basis for the
     Roll-Over Options, described herein.

(12) In September 2002, Mr. LaVanway was granted an option to purchase 66,981
     shares of Holdings common stock and 4,678 shares of Holdings' preferred
     stock as follows:

        - Time-Based Options granted with the option to purchase 39,855 shares
          of common stock at $10 per share;

        - IRR Options granted with the option to purchase 23,913 shares of
          common stock at $10 per share;

        - Roll-Over Options granted with an option to purchase 4,678 shares of
          preferred stock and 3,213 shares of common stock. Each option must be
          exercised as a unit, with each unit comprising one share of preferred
          stock and 0.686832 shares of common stock, at a unit exercise price of
          $38.21.

        In February 2001, Mr. LaVanway was granted Predecessor Company Options
        to purchase 10,000 shares of Associated Materials Incorporated common
        stock at $17.875 per share, the fair market value on the grant date. The
        Predecessor Company Options granted for Company common stock vested 20%
        on the date of grant and 20% on each anniversary of the grant date
        thereafter. This option grant became 100% vested upon consummation of
        the Merger Transaction and was converted into the Roll-Over Options
        described herein.

(13) In September 2002, Mr. Bloom was granted an option to purchase 56,483
     shares of Holdings common stock and 4,665 shares of Holdings' preferred
     stock as follows:

        - Time-Based Options granted with the option to purchase 33,212 shares
          of common stock at $10 per share;

        - IRR Options granted with the option to purchase 19,927 shares of
          common stock at $10 per share;

        - Roll-Over Options granted with an option to purchase 4,665 shares of
          preferred stock and 3,344 shares of common stock. Each option must be
          exercised as a unit, with each unit comprising one share of preferred
          stock and 0.716827 shares of common stock, at a unit exercise price of
          $35.50.

                                        55
<PAGE>

        In August 2000, Mr. Bloom was granted Predecessor Company Options to
        purchase 10,000 shares of Associated Materials Incorporated common stock
        at $16.5625 per share, the fair market value on the grant date. The
        Predecessor Company Options granted for Company common stock vested 20%
        on the date of grant and 20% on each anniversary of the grant date
        thereafter. This option grant became 100% vested upon consummation of
        the Merger Transaction and was converted into the Roll-Over Options
        described herein.

(14) In September 2002, Mr. Franco was granted an option to purchase 21,256
     shares of Holdings common stock as follows:

        - Time-Based Options granted with the option to purchase 13,285 shares
          of common stock at $10 per share;

        - IRR Options granted with the option to purchase 7,971 shares of common
          stock at $10 per share.

(15) On June 24, 2002, Mr. Hogan was granted Roll-Over Options, which consisted
     entirely of options to purchase 15,000 shares of Holdings' preferred stock,
     in exchange for his existing Predecessor Company Options. These options
     were surrendered upon the sale of the AmerCable division.

(16) Includes director fees of $12,000, amounts accrued or allocated under a
     defined contribution plan of $8,000 and the payment of income taxes of
     $1,446 related to certain expenses included in 2001.

(17) Amounts shown for 2001 and 2000 were changed to reflect the
     reclassification of payment of income taxes relating to relocation expenses
     paid by the Company to All Other Compensation.

(18) Includes amounts accrued or allocated under a defined contribution plan of
     $8,000 and the payment of income taxes of $1,341 related to certain
     expenses included in 2001.

(19) Includes relocation expenses of $77,641 and the income taxes related to
     relocation expenses of $58,048, both incurred by Mr. LaVanway and paid by
     the Company under the terms of his employment agreement.

(20) Includes amounts accrued or allocated under a defined contribution plan.

(21) Includes relocation expenses of $64,317 and the income taxes related to
     relocation expenses of $45,864, both incurred by Mr. Bloom and paid by the
     Company under the terms of his employment agreement.

(22) Includes relocation expenses of $13,000 and the income taxes related to
     relocation expenses of $12,247, both incurred by Mr. Franco and paid by the
     Company under the terms of his employment agreement.

(23) Includes directors fees of $14,000 and amounts accrued or allocated under a
     defined contribution plan of $2,467.

(24) Includes a severance payment of $622,000 and amounts accrued or allocated
     under a defined contribution plan of $3,167.

COMPENSATION AND INCENTIVE PROGRAMS

  INCENTIVE BONUS PLAN

     The Company maintains an Incentive Bonus Plan providing for annual bonus
awards to certain key employees, including each of the executive officers of the
Company. Bonus amounts are based on growth in the estimated equity value of
Holdings. This plan is administered by the Company's board of directors. Mr.
Caporale, a member of the board of directors for the Company, is eligible for a
bonus award under this plan. Bonus payments under the Incentive Bonus Plan are
not guaranteed. Cash bonuses accrued in 2002, 2001 and 2000 to each of the
Company's executive officers are set forth in the Summary Compensation Table.

  EMPLOYMENT AGREEMENTS

     Mr. Caporale entered into an employment agreement with the Company
effective as of April 19, 2002. Under the terms of his employment agreement, Mr.
Caporale serves as the Company's President, Chief Executive Officer and a member
of the board of directors. Mr. Caporale's employment agreement provides for an
initial base salary of $500,000, an annual incentive bonus based on growth in
the estimated equity value of Holdings, certain perquisites and participation in
employee benefit programs made available to other senior

                                        56
<PAGE>

executives. The initial term of the employment agreement is three years. The
terms of the employment agreement provide that on the first anniversary of the
equity tender offer completion date and each successive anniversary thereof, the
term of the employment agreement will automatically extend by one year unless
the Company delivers to Mr. Caporale a notice not to extend the employment term.
The terms of the employment agreement provide that if Mr. Caporale's employment
is involuntarily terminated by the Company without cause or if Mr. Caporale
resigns for good reason, he will be entitled to severance equal to $1,000,000
per year, together with continued health and dental benefits, for two years,
plus a pro rata incentive bonus for the year of termination.

     Mr. LaVanway entered into an employment agreement with the Company
effective as of April 19, 2002. Under the terms of his employment agreement, Mr.
LaVanway serves as the Company's Vice President -- Chief Financial Officer. Mr.
LaVanway's employment agreement provides for an initial base salary of $275,000
and an annual incentive bonus based on growth in the estimated equity value of
Holdings. The initial term of the employment agreement is two years. The terms
of the employment agreement provide that on the first anniversary of the equity
tender offer completion date and each successive anniversary thereof, the term
of the employment agreement will automatically extend by one year unless the
Company gives to Mr. LaVanway a notice not to extend the employment term. The
employment agreement provides that if Mr. LaVanway's employment is involuntarily
terminated by the Company without cause within two years following the equity
tender offer completion date, Mr. LaVanway is entitled to the following
severance compensation and benefits: (1) two times Mr. Lavanway's base pay at
the highest rate in effect for any period prior to his termination, (2) two
times his cash bonus (equal to the highest applicable cash bonus earned during
the three years immediately preceding the calendar year 2002, when the change in
control occurred), (3) if the termination of employment occurs after June 30 in
any year, a prorated bonus for that calendar year, (4) health, life insurance
and other employee welfare benefits substantially similar to those provided
prior to his termination, subject to reduction to the extent comparable benefits
are actually received by Mr. LaVanway from another employer during this period,
and (5) certain outplacement services. If Mr. LaVanway's employment is
involuntarily terminated by the Company without cause after the two-year period
following the equity tender offer completion date, he will be entitled to
severance equal to his annual base salary for twelve months or the remaining
employment term, whichever is longer, plus a pro rata bonus for the year of
termination.

     Mr. Bloom entered into an employment agreement with the Company effective
as of April 19, 2002. Under the terms of his employment agreement, Mr. Bloom
serves as the President of Alside Siding and Window Company. Mr. Bloom's
employment agreement provides for an initial base salary of $220,000 and an
annual incentive bonus pursuant to a plan established by the Company. The
initial term of the employment agreement is two years. The terms of the
employment agreement provide that on the first anniversary of the equity tender
offer completion date and each successive anniversary thereof, the term of the
employment agreement will automatically extend by one year unless the Company
gives Mr. Bloom a notice not to extend the employment term. The employment
agreement provides that if Mr. Bloom's employment is involuntarily terminated by
the Company without cause, he will be entitled to severance equal to his annual
base salary for twelve months or the remaining employment term, whichever is
longer, plus a pro rata bonus for the year of termination.

     Mr. Franco entered into an employment agreement with the Company effective
as of August 21, 2002. Under the terms of his employment agreement, Mr. Franco
serves as the President of Alside Supply Centers. Mr. Franco's employment
agreement provides for an initial base salary of $250,000 and an annual
incentive bonus based on growth in the estimated equity value of Holdings. The
initial term of the employment agreement is two years. The terms of the
employment agreement provide that on the first anniversary of the equity tender
offer completion date and each successive anniversary thereof, the term of the
employment agreement will automatically extend by one year unless the Company
gives Mr. Franco a notice not to extend the employment term. The employment
agreement provides that if Mr. Franco's employment is involuntarily terminated
by the Company without cause, he will be entitled to severance equal to his
annual base salary for twelve months or the remaining employment term, whichever
is longer, plus a pro rata bonus for the year of termination.

                                        57
<PAGE>

     Each of the executive officers' employment agreements include
non-competition, non-solicitation, confidentiality and other restrictive
covenants.

  SEVERANCE AGREEMENTS

     On December 27, 2001, the Company had entered into severance agreements
with two of its executive officers, Robert F. Hogan, Jr. and Robert L. Winspear.
These severance agreements were only to become operative upon a "change in
control" of the Company. The severance agreements generally provided that if,
within a two-year period following a change in control, the Company terminated
the employment of the executive other than as a result of his death or
disability, or for cause, or if the executive terminated employment with the
Company under certain circumstances, the executive was entitled to receive
severance compensation. For Mr. Hogan and Mr. Winspear, this severance
compensation would be: (i) two times the executive's base pay at the highest
rate in effect for any period prior to his termination, (ii) two times the
executive's cash bonus (equal to the highest applicable cash bonus earned during
the three years immediately preceding the year in which the change in control
occurred) and (iii) if the termination of employment occurs after June 30 in any
year, a prorated bonus for that calendar year. In addition, health and life
insurance benefits substantially similar to those provided prior to termination
would continue for a two-year period, subject to reduction to the extent
comparable benefits were actually received by the executive from another
employer during this period. The Company's severance agreements with Mr. Hogan
and Mr. R. Winspear also provided that if any amount to be paid to the executive
under the severance agreement was determined to be non-deductible by reason of
Section 280G of the Internal Revenue Code, the severance benefits would be
reduced to the extent necessary so that Section 280G did not cause any amount to
be non-deductible to the Company. Upon the sale of the AmerCable division to
Wingate Partners III, L.P., Mr. Hogan relinquished his rights to severance from
the Company. Upon the consummation of the Merger Transaction, Mr. R. Winspear
was terminated from the employment of the Company and collected severance in
accordance with his severance agreement.

  NON-COMPETITION AGREEMENT

     In connection with the execution of the Merger Agreement, Mr. William W.
Winspear, who was the Company's Chairman, President and Chief Executive Officer
prior to the completion of the equity tender offer, entered into a
non-competition agreement with the Company. Mr. Winspear has agreed that he will
not directly or indirectly own, operate, manage, control, consult with, provide
services for, or in any manner engage in the building products/siding and
windows business or the electrical cable manufacturing business in competition
with the Company within the United States for a period of three years beginning
on the offer completion date ("Restricted Period"). Mr. Winspear has also agreed
that during the Restricted Period he will not directly or indirectly (1) induce
any of the Company's employees to leave its employ, (2) hire any person who is
the Company's employee, or (3) induce any customer, supplier, distributor or
other person having a significant business relationship with the Company to
cease doing business with the Company, or otherwise intentionally adversely
interfere with such a relationship. Mr. Winspear retired from the Company upon
completion of the equity tender offer.

  NON-SOLICITATION AGREEMENT

     In connection with the execution of the merger agreement, Mr. Robert L.
Winspear, who was the Company's Vice President and Chief Financial Officer prior
to the merger, entered into a non-solicitation agreement with the Company. Mr.
Robert Winspear has agreed that he will not, directly or indirectly, for a
period of two years following the completion of the equity tender offer: (1)
induce any of the Company's employees that was party to an employment or
severance agreement with the Company on March 16, 2002 to leave its employ, (2)
hire any such person, or (3) induce any customer, supplier, distributor or other
person having a significant business relationship with the Company to cease
doing business with the Company or otherwise intentionally adversely interfere
with such a relationship.

                                        58
<PAGE>

  COMMITTEES OF THE BOARD OF DIRECTORS

     There are currently no committees of the Company's board of directors. The
Company may elect to expand the size of its board of directors, create
committees for its board of directors and may elect the same board members and
committee members as that of Holdings.

  COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

     The board of directors for for the Company did not have a compensation
committee in the year ended December 31, 2002. Mr. Caporale, who also serves as
President and Chief Executive Officer of the Company, participates in
deliberations with the board of directors of the Company concerning executive
officer compensation from time to time. In addition, Mr. Caporale is a director
of Holdings. The board of directors for Holdings did not have a compensation
committee during the year ended December 31, 2002. During 2002, no other
executive officer of the Company served as a member of the compensation
committee of another entity. For a more detailed discussion of relationships
between Holdings and the Company see "Certain Relationships and Related
Transactions."

  DIRECTOR COMPENSATION

     Prior to the Merger Transaction, directors, including directors who were
employees of the Company, received an annual retainer of $16,000 plus $3,500 for
each board of directors meeting and $1,000 for each committee meeting attended
in person or $1,000 for each such meeting in which participation was by
telephone. Directors were also reimbursed for reasonable travel expenses
incurred in attending board meetings and committee meetings. Subsequent to the
Merger Transaction, the Company currently reimburses its non-employee directors
for all out-of-pocket expenses incurred in the performance of their duties as
directors.

  ASSOCIATED MATERIALS HOLDINGS INC. 2002 STOCK OPTION PLAN

     In June 2002, Holdings adopted the Associated Materials Holdings Inc. 2002
Stock Option Plan (the "Plan"). The board of directors of Holdings administers
the Plan and selects eligible executives, directors, employees and consultants
of Holdings and its affiliates, including the Company, to receive options. The
board of directors of Holdings also will determine the number and type of shares
of stock covered by options granted under the Plan, the terms under which
options may be exercised, the exercise price of the options and other terms and
conditions of the options in accordance with the provisions of the Plan. An
option holder may pay the exercise price of an option by any legal manner that
the board of directors of Holdings permits. Option holders generally may not
transfer their options except in the event of death. If Holdings undergoes a
change in control, as defined in the Plan, all outstanding Time-Based Options
become immediately fully exercisable, while the IRR Options may become
immediately exercisable upon achievement of certain specified criteria. The
board of directors of Holdings may adjust outstanding options by substituting
stock or other securities of any successor or another party to the change in
control transaction, or cash out such outstanding options, in any such case,
generally based on the consideration received by its stockholders in the
transaction. Subject to particular limitations specified in the Plan, the board
of directors may amend or terminate the Plan. The Plan will terminate no later
than 10 years following its effective date; however, any options outstanding
under the option plan will remain outstanding in accordance with their terms.

     Certain employees of the Company who held options immediately prior to the
Merger Transaction to purchase shares of the Predecessor's common stock have
converted such options into options to purchase shares of Holdings' common
stock, preferred stock or both. Certain employees of the Company may also
receive new options to purchase shares of common stock of Holdings. Mr. Caporale
may require Holdings to repurchase shares of stock of Holdings that have been
purchased through the exercise of certain options granted to him upon the
occurrence of specified events.

                                        59
<PAGE>

                           OPTION/SAR GRANTS IN 2002

     The following table provides information regarding the grant of Holdings'
stock options to each of the Company's executive officers in 2002.

<Table>
<Caption>
                                                      INDIVIDUAL GRANTS(1)                               POTENTIAL REALIZABLE
                           --------------------------------------------------------------------------      VALUE AT ASSUMED
                                                PERCENT OF TOTAL                                            ANNUAL RATES OF
                                NUMBER OF         OPTIONS/SARS                                         STOCK PRICE APPRECIATION
                               SECURITIES          GRANTED TO                                             FOR OPTION TERM(2)
                           UNDERLYING OPTIONS/    EMPLOYEES IN     EXERCISE PRICE                      -------------------------
NAME                          SARS GRANTED            2002           PER SHARE       EXPIRATION DATE       5%            10%
----                       -------------------  ----------------   --------------   -----------------  -----------   -----------
<S>                        <C>                  <C>                <C>              <C>                <C>           <C>
Michael Caporale,
  Jr.(3).................  106,280 common            22.0%             $10.00       September 4, 2012  $  668,389    $1,693,829
                            63,768 common            13.2%             $10.00       September 4, 2012  $  401,034    $1,016,298
                            23,221 preferred/         8.5%             $31.09       January 17, 2010   $3,754,875    $3,867,609
                            17,781 common
                            23,194 preferred/         8.5%             $29.91       March 1, 2010      $3,822,182    $3,939,454
                            18,063 common
D. Keith LaVanway(4).....   39,855 common             8.2%             $10.00       September 4, 2012  $  250,646    $  635,186
                            23,913 common             4.9%             $10.00       September 4, 2012  $  150,388    $  381,112
                             4,678 preferred/         1.7%             $38.21       February 22, 2011  $  795,287    $  820,501
                             3,213 common
Kenneth L. Bloom(5)......   33,212 common             6.9%             $10.00       September 4, 2012  $  208,868    $  529,314
                            19,927 common             4.1%             $10.00       September 4, 2012  $  125,320    $  317,585
                             4,665 preferred/         1.7%             $35.50       August 25, 2010    $  772,119    $  796,004
                             3,344 common
Robert M. Franco(6)......   13,285 common             2.7%             $10.00       September 4, 2012  $   83,549    $  211,729
                             7,971 common             1.6%             $10.00       September 4, 2012  $   50,129    $  127,037
William W. Winspear......         --                   --%             $   --       --                 $       --    $       --
Robert F. Hogan, Jr......         --                   --%             $   --       --                 $       --    $       --
Robert L. Winspear.......         --                   --%             $   --       --                 $       --    $       --
</Table>

---------------

(1) Options granted in 2002 were granted in accordance with the Associated
    Materials Holdings Inc. 2002 Stock Option Plan. The option grants include
    the following:

     - Options to purchase shares of Holdings common stock at the fair market
       value on the date of grant, which will vest over time ("Time-Based
       Options"). All Time-Based Options granted to executives during September
       2002 were immediately vested 16% on the date of grant, representing 10%
       vesting upon grant plus four months of vesting from May 2002 through
       August 2002, with remaining vesting of 1.5% per month over 56 months;

     - Options to purchase shares of Holdings common stock at the fair market
       value on the date of grant, which will vest 100% on the eighth
       anniversary from the date of grant, provided that the option vesting may
       be accelerated upon the occurrence of a liquidity event and the
       achievement of a specified internal rate of return ("IRR") on the
       investment by Harvest Partners, Inc. in Holdings ("IRR Options"). A
       liquidity event is defined as the occurrence of (a) a transaction or
       series of transactions which results in the sale or transfer of (i) more
       than a majority of the assets of Holdings and its subsidiaries or (ii) a
       majority of the capital stock of Holdings or a widely distributed sale of
       the common stock of Holdings in an underwritten public offering which
       yields a minimum required amount of net proceeds to Holdings and (b) the
       funds of Harvest Partners, Inc. receive a minimum required aggregate net
       cash proceeds for its investment in Holdings ("Liquidity Event");

     - Options to purchase shares of Holdings common stock and preferred stock
       as a unit, comprised of one share of preferred stock and a specified
       fraction of a share of common stock ("Roll-Over Options"). These options
       were granted in exchange for the outstanding options to purchase
       Associated Materials common stock ("Predecessor Company Options").
       Roll-Over Options were granted at an exercise price, which preserves the
       intrinsic value of the Predecessor Company Options. Each Roll-Over Option
       grant was 100% vested as of the date of grant.

                                        60
<PAGE>

(2) The potential realizable value set forth for common stock in the table above
    illustrates the value that would be realized upon exercise of the option
    immediately prior to the expiration of its term, assuming the specified
    compounded rates of appreciation on the common stock over the term of the
    option. The use of the assumed 5% and 10% annual rates of stock price
    appreciation are established by the Securities and Exchange Commission and
    is not intended by the Company to forecast possible appreciation of the
    price of its common stock. The potential realizable value for preferred
    shares is $100 per share plus accumulated dividends of 8% per year for the
    remaining life of the option. Preferred stock is not convertible into common
    stock.

(3) In September 2002, Mr. Caporale was granted an option to purchase 205,892
    shares of Holdings common stock and 46,415 shares of Holdings' preferred
    stock as follows:

     - Time-Based Options granted with the option to purchase 106,280 shares of
       common stock at $10 per share;

     - IRR Options granted with the option to purchase 63,768 shares of common
       stock at $10 per share;

     - Roll-Over Options granted with an option to purchase 23,221 shares of
       preferred stock and 17,781 shares of common stock. Each option must be
       exercised as a unit, with each unit comprising one share of preferred
       stock and 0.7657 shares of common stock, at a unit exercise price of
       $31.09.

     - Roll-Over Options granted with an option to purchase 23,194 shares of
       preferred stock and 18,063 shares of common stock. Each option must be
       exercised as a unit, with each unit comprising one share of preferred
       stock and 0.7788 shares of common stock, at a unit exercise price of
       $29.91.

(4) In September 2002, Mr. LaVanway was granted an option to purchase 66,981
    shares of Holdings common stock and 4,678 shares of Holdings' preferred
    stock as follows:

     - Time-Based Options granted with the option to purchase 39,855 shares of
       common stock at $10 per share;

     - IRR Options granted with the option to purchase 23,913 shares of common
       stock at $10 per share;

     - Roll-Over Options granted with an option to purchase 4,678 shares of
       preferred stock and 3,213 shares of common stock. Each option must be
       exercised as a unit, with each unit comprising one share of preferred
       stock and 0.686832 shares of common stock, at a unit exercise price of
       $38.21.

(5) In September 2002, Mr. Bloom was granted an option to purchase 56,483 shares
    of Holdings common stock and 4,665 shares of Holdings' preferred stock as
    follows:

     - Time-Based Options granted with the option to purchase 33,212 shares of
       common stock at $10 per share;

     - IRR Options granted with the option to purchase 19,927 shares of common
       stock at $10 per share;

     - Roll-Over Options granted with an option to purchase 4,665 shares of
       preferred stock and 3,344 shares of common stock. Each option must be
       exercised as a unit, with each unit comprising one share of preferred
       stock and 0.716827 shares of common stock, at a unit exercise price of
       $35.50.

(6) In September 2002, Mr. Franco was granted an option to purchase 21,256
    shares of Holdings common stock as follows:

     - Time-Based Options granted with the option to purchase 13,285 shares of
       common stock at $10 per share;

     - IRR Options granted with the option to purchase 7,971 shares of common
       stock at $10 per share.

                                        61
<PAGE>

                    AGGREGATED OPTION/SAR EXERCISES IN 2002
                    AND DECEMBER 31, 2002 OPTION/SAR VALUES

     The following table provides information regarding the exercise of
Holdings' or the predecessor Company's options during 2002 and unexercised
options held as of December 31, 2002 for each of the Company's executive
officers.

<Table>
<Caption>
                                                               NUMBER OF SECURITIES             VALUE OF UNEXERCISED
                                                              UNDERLYING UNEXERCISED                IN-THE-MONEY
                                                                  OPTIONS/SARS AT                  OPTIONS/SARS AT
                              SECURITIES                      DECEMBER 31, 2002(1)(3)           DECEMBER 31, 2002(2)
                             ACQUIRED ON      VALUE      ---------------------------------   ---------------------------
NAME                         EXERCISE (#)    REALIZED       EXERCISABLE      UNEXERCISABLE   EXERCISABLE   UNEXERCISABLE
----                         ------------   ----------   -----------------   -------------   -----------   -------------
<S>                          <C>            <C>          <C>                 <C>             <C>           <C>
Michael Caporale, Jr.(4)...         --      $       --       23,382 common   82,898 common   $  193,837      $687,224

                                                                --           63,768 common   $       --      $528,637

                                                         23,221 preferred/        --         $2,049,141      $     --
                                                             17,781 common

                                                         23,194 preferred/        --         $2,079,663      $     --
                                                             18,063 common

D. Keith LaVanway(5).......         --      $       --        8,768 common   31,087 common   $   72,687      $257,711

                                                                --           23,913 common   $       --      $198,239

                                                          4,678 preferred/        --         $  372,753      $     --
                                                              3,213 common

Kenneth L. Bloom(6)........         --      $       --        7,307 common   25,905 common   $   60,575      $214,752

                                                                --           19,927 common   $       --      $165,195

                                                          4,665 preferred/        --         $  386,919      $     --
                                                              3,344 common

Robert M. Franco(7)........         --      $       --        2,923 common   10,362 common   $   24,232      $ 85,901

                                                                --            7,971 common   $       --      $ 66,080

William W. Winspear........         --      $       --          --                --         $       --      $     --
Robert F. Hogan, Jr. ......         --      $       --          --                --         $       --      $     --
Robert L. Winspear.........     40,000      $1,761,500          --                --         $       --      $     --
</Table>

---------------

(1) The Company has not granted stock appreciation rights.

(2) The per share common equity value on December 31, 2002 was $18.29 per share,
    which was based on a calculation of common equity value which includes
    Adjusted EBITDA, an estimated EBITDA multiple and December 31, 2002 cash and
    debt of the Company. The value of unexercised common options was calculated
    by multiplying the per share common stock value by the number of shares of
    common stock issuable upon exercise of these options, less exercise price.
    Preferred share value was based on a $100 per share value, plus accumulated
    preferred stock dividends of 8% since the closing of the Merger Transaction,
    less the exercise price of these options.

(3) Options granted in 2002 were granted in accordance with the Associated
    Materials Holdings, Inc. 2002 Stock Option Plan. The option grants include
    the following:

        - Options to purchase shares of Holdings common stock at the fair market
          value on the date of grant, which will vest over time ("Time-Based
          Options"). All Time-Based Options granted to executives during
          September 2002 were immediately vested 16% on the date of grant,
          representing 10% vesting upon grant plus four months of vesting from
          May 2002 through August 2002, with remaining vesting of 1.5% per month
          over 56 months;

        - Options to purchase shares of Holdings common stock at the fair market
          value on the date of grant, which will vest 100% on the eighth
          anniversary from the date of grant, provided that the option vesting
          may be accelerated upon the occurrence of a liquidity event and the
          achievement of a specified internal rate of return ("IRR") on the
          investment by Harvest Partners, Inc. in

                                        62
<PAGE>

          Holdings ("IRR Options"). A liquidity event is defined as the
          occurrence of (a) a transaction or series of transactions which
          results in the sale or transfer of (i) more than a majority of the
          assets of Holdings and its subsidiaries or (ii) a majority of the
          capital stock of Holdings or a widely distributed sale of the common
          stock of Holdings in an underwritten public offering which yields a
          minimum required amount of net proceeds to Holdings and (b) the funds
          of Harvest Partners, Inc. receive a minimum required aggregate net
          cash proceeds for its investment in Holdings ("Liquidity Event");

        - Options to purchase shares of Holdings common stock and preferred
          stock as a unit, comprised of one share of preferred stock and a
          specified fraction of a share of common stock ("Roll-Over Options").
          These options were granted in exchange for the outstanding options to
          purchase Associated Materials Incorporated common stock ("Predecessor
          Company Options"). Roll-Over Options were granted at an exercise
          price, which preserves the intrinsic value of the Predecessor Company
          Options. Each Roll-Over Option grant was 100% vested as of the date of
          grant.

(4) In September 2002, Mr. Caporale was granted an option to purchase 205,892
    shares of Holdings common stock and 55,758 shares of Holdings' preferred
    stock as follows:

        - Time-Based Options granted with the option to purchase 106,280 shares
          of common stock at $10 per share;

        - IRR Options granted with the option to purchase 63,768 shares of
          common stock at $10 per share;

        - Roll-Over Options granted with an option to purchase 23,221 shares of
          preferred stock and 17,781 shares of common stock. Each option must be
          exercised as a unit, with each unit comprising one share of preferred
          stock and 0.7657 shares of common stock, at a unit exercise price of
          $31.09.

        - Roll-Over Options granted with an option to purchase 23,194 shares of
          preferred stock and 18,063 shares of common stock. Each option must be
          exercised as a unit, with each unit comprising one share of preferred
          stock and 0.7788 shares of common stock, at a unit exercise price of
          $29.91.

(5) In September 2002, Mr. LaVanway was granted an option to purchase 66,981
    shares of Holdings common stock and 4,678 shares of Holdings' preferred
    stock as follows:

        - Time-Based Options granted with the option to purchase 39,855 shares
          of common stock at $10 per share;

        - IRR Options granted with the option to purchase 23,913 shares of
          common stock at $10 per share;

        - Roll-Over Options granted with an option to purchase 4,678 shares of
          preferred stock and 3,213 shares of common stock. Each option must be
          exercised as a unit, with each unit comprising one share of preferred
          stock and 0.686832 shares of common stock, at a unit exercise price of
          $38.21.

(6) In September 2002, Mr. Bloom was granted an option to purchase 56,483 shares
    of Holdings common stock and 4,665 shares of Holdings' preferred stock as
    follows:

        - Time-Based Options granted with the option to purchase 33,212 shares
          of common stock at $10 per share;

        - IRR Options granted with the option to purchase 19,927 shares of
          common stock at $10 per share;

        - Roll-Over Options granted with an option to purchase 4,665 shares of
          preferred stock and 3,344 shares of common stock. Each option must be
          exercised as a unit, with each unit comprising one share of preferred
          stock and 0.716827 shares of common stock, at a unit exercise price of
          $35.50.

                                        63
<PAGE>

(7) In September 2002, Mr. Franco was granted an option to purchase 21,256
    shares of Holdings common stock as follows:

        - Time-Based Options granted with the option to purchase 13,285 shares
          of common stock at $10 per share;

        - IRR Options granted with the option to purchase 7,971 shares of common
          stock at $10 per share.

ITEM 12.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

     The Company is a wholly owned subsidiary of Holdings. The capital stock of
Holdings consists of preferred stock, par value $0.01 per share (the "preferred
stock"), class A common stock, par value $0.01 per share (the "class A common
stock") and class B non-voting common stock, par value $0.01 per share ("class B
common stock" and collectively with the class A common stock, the "common
stock"). The preferred stock is senior in right of payment to the common stock.
Holders of preferred stock have no voting rights except as required by law.
Harvest Funds (as defined by footnote 3 below) owns approximately 30.7% of the
voting stock of Holdings and is party to an amended and restated stockholders
agreement dated as of April 19, 2002, regarding the ownership and voting of the
common stock of Holdings. By virtue of such stock ownership and stockholders
agreement, Harvest Funds will have the ability to designate a majority of the
board of directors of Holdings and to control actions to be taken by the
Company's stockholder and/or board of directors, including amendments to the
Company's certificate of incorporation and by-laws and approval of significant
corporate transactions, including mergers and sales of substantially all of the
Company's assets.

     The following table sets forth certain information as of February 28, 2003
regarding the beneficial ownership of:

     - Harvest Funds in Holdings;

     - the directors of Holdings

     - the directors and named executive officers of the Company; and

     - all directors and executive officers of the Company and directors of
       Holdings as a group.

     The Company determined beneficial ownership in accordance with the rules of
the Commission, which generally require inclusion of shares over which a person
has voting or investment power. Share ownership in each case includes shares
that may be acquired within sixty days through the exercise of any options.
Except as otherwise indicated, the address for each of the named individuals is
c/o Associated Materials Incorporated, 280 Park Avenue, New York, New York
10017.

<Table>
<Caption>
                                       CLASS A
                                     COMMON STOCK           PREFERRED STOCK         VOTING SECURITIES
                                ----------------------   ----------------------   ----------------------
                                NUMBER OF                NUMBER OF                NUMBER OF
                                 SHARES     PERCENTAGE    SHARES     PERCENTAGE    SHARES     PERCENTAGE
                                ---------   ----------   ---------   ----------   ---------   ----------
<S>                             <C>         <C>          <C>         <C>          <C>         <C>
Harvest Funds(1)(2)(3)........   500,000       30.7%      450,000       30.3%      500,000       30.7%
Ira D. Kleinman(4)............   500,000       30.7%      450,000       30.3%      500,000       30.7%
Michael Caporale, Jr.(5)......    65,602        3.9%       46,415        3.0%       65,602        3.9%
D. Keith LaVanway(6)..........    14,372          *         4,678          *        14,372          *
Thomas W. Arenz(7)............   500,000       30.7%      450,000       30.3%      500,000       30.7%
Jonathan C. Angrist(8)........        --         --            --         --            --         --
Kenneth L. Bloom(9)...........    12,643          *         4,665          *        12,643          *
Robert M. Franco(10)..........     3,720          *            --         --         3,720          *
Dennis Vollmershausen(11).....     1,893          *           900          *         1,893          *
Kevin Hayes(12)...............   228,719       14.0%      205,847       13.9%      228,719       14.0%
All directors and executive
  officers as a group (9
  persons)....................   826,949       47.9%      712,505       46.3%      826,949       47.9%
</Table>

                                        64
<PAGE>

---------------

  *  Less than 1%.

 (1) Holdings is controlled by Harvest Funds, by reason of their collective
     right to designate a majority of the members of the board of directors of
     Holdings. Harvest Funds are Harvest Partners III, L.P., Harvest Partners
     III Beteilingungsgesellschaft Burgerlichen Rechts (mit
     Haftungsbeschrankung) ("Harvest Partners III, GbR"), Harvest Partners IV,
     L.P. and Harvest Partners IV GmbH & Co. KG ("Harvest Partners IV KG").
     Harvest Associates III, L.L.C., which has six members, is the general
     partner of Harvest Partners III, L.P. and Harvest Partners III, GbR.
     Harvest Associates IV, L.L.C., which has six members, is the general
     partner of Harvest Partners IV, L.P. and Harvest Partners IV KG. Harvest
     Partners, Inc. provides management services for Harvest Associates III,
     L.L.C. in connection with Harvest Partners III, L.P. and Harvest Partners
     III, GbR and for Harvest Associates IV, L.L.C. in connection with Harvest
     Partners IV, L.P. and Harvest Partners IV KG.

 (2) Includes 131,978 shares of common stock and 118,780 shares of preferred
     stock owned by Harvest Partners III, L.P. and 18,022 shares of common stock
     and 16,220 shares of preferred stock owned by Harvest Partners III, GbR for
     each of which Harvest Associates III, L.L.C. is the general partner.
     Harvest Funds may hold two classes of preferred stock or notes convertible
     into preferred stock. Harvest Associates III, L.L.C. has six members, each
     of whom has equal voting rights and who may be deemed to share beneficial
     ownership of the shares of common stock of Holdings. The six members are
     Ira Kleinman, Harvey Mallement, Stephen Eisenstein, Harvey Wertheim,
     William Kane and Thomas Arenz. Mr. Kleinman and Mr. Arenz are on the
     Company's board of directors. Each of Messrs. Kleinman, Mallement,
     Eisenstein, Wertheim, Kane and Arenz disclaims beneficial ownership of the
     shares of common stock owned by Harvest Partners III, L.P. and Harvest
     Partners III GbR.

 (3) Includes 273,000 shares of common stock and 245,700 shares of common stock
     owned by Harvest Partners IV, L.P. and 77,000 shares of common stock and
     69,300 shares of preferred stock owned by Harvest Partners IV GmbH & Co. KG
     or Harvest Partners IV KG, for each of which Harvest Associates IV, L.L.C.
     is the general partner. Harvest Associates IV, L.L.C. has six members, each
     of whom has equal voting rights and who may be deemed to share beneficial
     ownership of the shares of common stock of Holdings beneficially owned by
     it. The six members are Ira Kleinman, Harvey Mallement, Stephen Eisenstein,
     Harvey Wertheim, William Kane and Thomas Arenz. Mr. Kleinman and Mr. Arenz
     are on the Company's board of directors. Each of Messrs. Kleinman,
     Mallement, Eisenstein, Wertheim, Kane and Arenz disclaims beneficial
     ownership of the shares of common stock owned by Harvest Partners IV, L.P.,
     Harvest Partners IV KG. Harvest Partners III, L.P., Harvest Partners III
     GbR, Harvest Partners IV, L.P. and Harvest Partners IV KG are collectively
     referred to as the "Harvest Funds." The address of the named entities is
     280 Park Avenue, 33rd Floor, New York, New York 10017.

 (4) Includes shares of class A common stock and preferred stock owned by
     Harvest Partners III, L.P. and shares of class A common stock and preferred
     stock owned by Harvest Partners III GbR, for each of which Harvest
     Associates III, L.L.C. is the general partner. Also includes shares of
     class A common stock and preferred stock owned by Harvest Partners IV, L.P.
     and Harvest Partners IV KG, for each of which Harvest Partners IV, L.L.C.
     is the general partner. Mr. Kleinman is a member of Harvest Associates,
     III, L.L.C. and Harvest Partners IV, L.L.C. and may be deemed to share
     beneficial ownership of the shares of common stock of Holdings beneficially
     owned by them. Mr. Kleinman disclaims beneficial ownership of common shares
     owned by Harvest Partners III, L.P., Harvest Partners III GbR, Harvest
     Partners IV, L.P. and Harvest Partners IV KG.

 (5) Includes options to purchase 65,602 shares of class A common stock and
     46,415 shares of preferred stock. This reflects the conversion of options
     held by Mr. Caporale to purchase shares of common stock of the Predecessor
     prior to the merger into options to purchase shares of common and preferred
     stock of Holdings.

 (6) Includes options to purchase 14,372 shares of class A common stock and
     4,678 shares of preferred stock. This reflects the conversion of options
     held by Mr. LaVanway to purchase shares of common stock of the Predecessor
     prior to the merger into options to purchase shares of common and preferred
     stock of Holdings.

                                        65
<PAGE>

 (7) Includes shares of class A common stock and preferred stock owned by
     Harvest Partners III, L.P. and shares of class A common stock and preferred
     stock owned by Harvest Partners III GbR, for each of which Harvest
     Associates III, L.L.C. is the general partner. Also includes shares of
     class A common stock and preferred stock owned by Harvest Partners IV, L.P.
     and Harvest Partners IV KG, for each of which Harvest Partners IV, L.L.C.
     is the general partner. Mr. Arenz is a member of Harvest Associates, III,
     L.L.C. and Harvest Partners IV, L.L.C. and may be deemed to share
     beneficial ownership of the shares of common stock of Holdings beneficially
     owned by them. Mr. Arenz disclaims beneficial ownership of common shares
     owned by Harvest Partners III, L.P., Harvest Partners III GbR, Harvest
     Partners IV, L.P. and Harvest Partners IV KG.

 (8) Mr. Angrist is a director of Holdings and the Company.

 (9) Includes options to purchase 12,643 shares of class A common stock and
     4,665 shares of preferred stock. This reflects the conversion of options
     held by Mr. Bloom to purchase shares of common stock of the Predecessor
     prior to the merger into options to purchase shares of common and preferred
     stock of Holdings.

(10) Includes options to purchase 3,720 shares of class A common stock.

(11) Includes 1,000 shares of common stock and 900 shares of preferred stock
     owned through a personal holding company in the name of 3755428 Canada Inc,
     a Canadian corporation. Mr. Vollmershausen is the sole shareholder of this
     corporation. Mr. Vollmershausen was also granted options to purchase 893
     shares of class A common stock.

(12) Mr. Hayes is a director for Holdings, representing four of Holdings
     stockholders, Weston Presidio Capital IV, L.P. ("Fund IV"), Weston Presidio
     Capital III, L.P. ("Fund III"), WPC Entrepreneur Fund, L.P. ("WP EF") and
     WPC Entrepreneur Fund II, L.P. ("WP EF II"). Fund IV, Fund III, WP EF and
     WPEF II are collectively referred to as the "Weston Funds." Mr. Hayes'
     election as a director is prescribed by the Holdings stockholders'
     agreement. The shares included in the table above includes shares held by
     the Weston Funds as follows: Fund III holds 65,992 shares of Class A common
     stock and 59,393 shares of preferred stock; Fund IV holds 156,986 shares of
     Class A Common Stock and 141,288 shares of preferred stock; WP EF holds
     3,256 shares of class A common stock and 2,930 shares of preferred stock;
     and WP EF II holds 2,485 shares of class A common stock and 2,236 shares of
     preferred stock.

     Mr. Hayes is a member or partner, as the case may be, of the general
     partner of the Weston Funds. Mr. Hayes disclaims beneficial ownership of
     the shares held by the Weston Funds, except to the extent of his pecuniary
     interest therein.

ITEM 13.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

THE MERGER

  THE MERGER AGREEMENT

     On March 16, 2002, the Company, Simon Acquisition Corp. and Holdings
(formerly known as Harvest/ AMI Holdings Inc.) entered into an agreement and
plan of merger pursuant to which Simon Acquisition Corp. commenced a tender
offer to purchase all of the issued and outstanding shares of common stock of
the Predecessor, at a price of $50.00 per share, net to the seller in cash.
Following the completion of the merger, Simon Acquisition Corp. merged into the
Company and the Company continued as the surviving corporation.

     The Merger Agreement contained customary representations and warranties by
the Company to Simon Acquisition Corp. and Holdings, as well as customary
representations and warranties by Simon Acquisition Corp. and Holdings to the
Company.

     The Merger Agreement provides that the Company will indemnify and hold
harmless each person who is now or at any time has been a director or officer of
the Company, and their heirs and personal representatives, against liabilities
and expenses incurred in connection with any proceeding arising out of or
pertaining to any action or omission occurring prior to the effective time of
the merger.

                                        66
<PAGE>

     Pursuant to the merger agreement, promptly following the commencement of
the equity tender offer, the Company commenced a tender offer for its then
outstanding 9 1/4% notes and a solicitation of consents from holders of the
existing notes to amend certain terms of the related indenture to facilitate the
financings contemplated by the merger agreement.

     Following the merger of Simon Acquisition Corp. with the Company on April
19, 2002, the Company became a wholly owned subsidiary of Holdings. As a result,
Holdings has the right to appoint all of the Company's directors.

  TENDER AND VOTING AGREEMENT

     In connection with the execution of the merger agreement, Mr. William W.
Winspear, who, at the time, was the Chairman of the Board, President and Chief
Executive Officer of the Company and who beneficially owned at the time of the
merger agreement 3,097,242 shares of common stock of the Predecessor,
representing approximately 42% of the outstanding shares of common stock of the
Company on a fully diluted basis, entered into a tender and voting agreement
with Simon Acquisition Corp. and Holdings. Mr. Winspear agreed to validly tender
all of his shares and, until the termination of the tender and voting agreement,
to vote or cause to be voted all of the shares which Mr. Winspear has the right
to vote in favor of the merger and the approval of the terms of the merger
agreement and in favor of each of the other transactions contemplated by the
merger agreement, and against any other action that could adversely affect the
transactions contemplated by the merger agreement. Mr. Winspear made customary
representations and warranties relating to ownership of shares of the Company,
power and authority, execution and delivery, no conflicts, no finder's fees, and
reliance by Holdings.

THE STOCKHOLDERS AGREEMENT

     The stockholders of Holdings have entered into a stockholders agreement,
which governs certain relationships among, and contains certain rights and
obligations of, such stockholders. The stockholders agreement, among other
things, (1) limits the ability of the stockholders to transfer their shares in
Holdings except in certain permitted transfers as defined therein; (2) provides
for certain tag-along obligations and certain bring-along rights; (3) provides
for certain registration rights; and (4) provides for certain preemptive rights.

     The stockholders agreement provides that the parties thereto must vote
their shares to elect a board of directors consisting of at least four persons
designated by the stockholders who are affiliates of Harvest Partners, Inc., our
chief executive officer, a person designated by PPM America Private Equity Fund,
LP and a person designated by Weston Presidio Service Company, LLC. Pursuant to
the stockholders agreement, Harvest Partners, Inc. will have the power to
control the amendment of the certificate of incorporation of Holdings, excluding
changes that would disproportionately and adversely affect the rights of any
stockholder (other than stockholders who are affiliates of Harvest Partners,
Inc.). In addition, all stockholders of Holdings have granted the Harvest funds
the right, in certain circumstances, to require such stockholders to sell their
shares in Holdings in a sale of substantially all of the assets of Holdings or a
majority of the common stock of Holdings or the Company, to any party other than
an affiliate of Harvest Partners, Inc.

     Pursuant to the stockholders agreement, the stockholders (other than
stockholders that are affiliates of Harvest Partners, Inc.) are granted
"tag-along" rights under which such stockholders have the option of
participating in certain sales of capital stock of Holdings by the stockholders
who are affiliates of Harvest Partners, Inc. at the same price and other terms
as such affiliates.

     Pursuant to the stockholders agreement, the stockholders are entitled to
certain rights with respect to registration under the Securities Act of certain
shares held by them including, in the case of affiliates of Harvest Partners,
Inc., certain demand registration rights. The stockholders agreement also
provides for certain preemptive rights. Subject to certain conditions, the
preemptive rights grant the right to purchase shares in a share issuance of
Holdings.

     The stockholders agreement provides that it shall terminate, except with
respect to the registration rights of the stockholders, upon the closing of an
underwritten registered public offering of common stock of Holdings.

                                        67
<PAGE>

MANAGEMENT AGREEMENT

     The Company entered into a management agreement with Harvest Partners.
Under the management agreement, Harvest Partners received a one-time fee of $5.0
million in connection with structuring and implementing the acquisition of the
Company. In addition, Harvest Partners provides the Company with financial
advisory and strategic planning services. For these services, Harvest Partners
receives an annual fee of $0.8 million, payable on a quarterly basis in advance,
which began on the date of execution of this agreement. The fee will be adjusted
on a yearly basis in accordance with the U.S. Consumer Price Index. The
agreement also provides that Harvest Partners will receive transaction fees in
connection with financings, acquisitions and divestitures of the Company. Such
fees will be a percentage of the applicable transaction. The Company will
reimburse Harvest Partners for all out-of-pocket expenses. The management
agreement has a term of five years from its date of execution and will
automatically be renewed on a yearly basis, beginning in 2004, unless otherwise
specified by Harvest Partners.

AMERCABLE

     On June 24, 2002, the Company completed the sale of its AmerCable division
to AmerCable Incorporated, a newly-formed entity controlled by members of
AmerCable management and Wingate Partners III, L.P., for net proceeds of
approximately $28.3 million in cash and the assumption of certain liabilities
pursuant to an asset purchase agreement dated as of the same date. Robert F.
Hogan, Jr., president and chief executive officer of the AmerCable division and
vice president of the Company prior to the sale, is the president, chief
executive officer and chairman of the board of AmerCable Incorporated.

ITEM 14.  CONTROLS AND PROCEDURES

     (a) Evaluation of disclosure controls and procedures.

          The Company's Chief Executive Officer and Chief Financial Officer have
     evaluated the effectiveness of the Company's disclosure controls and
     procedures as of a date within 90 days before the filing of this annual
     report (the "Evaluation Date"). Based on their evaluation as of the
     Evaluation Date, the Chief Executive Officer and Chief Financial Officer
     have concluded that the Company's disclosure controls and procedures (as
     defined in Rules 13a-14(c) and 15d-14(c) of the Exchange Act) are effective
     to ensure that information required to be disclosed by the Company in
     reports that it files or submits under the Exchange Act is recorded,
     processed, summarized and reported within required time periods.

     (b) Changes in internal controls.

          The Company maintains a system of internal accounting controls that
     are designed to provide reasonable assurance that the Company's books and
     records accurately reflect the Company's transactions and that the
     Company's established policies and procedures are followed. There were no
     significant changes to the Company's internal controls or other factors
     that could significantly affect its internal controls subsequent to their
     evaluation as of the Evaluation Date, including any corrective actions with
     regard to significant deficiencies and material weaknesses.

                                    PART IV

ITEM 15.  EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K

     The following documents are included in this report.

(A)(1) FINANCIAL STATEMENTS

     See Index to Financial Statements at Item 8 on Page 29 of this report.

(A)(2) FINANCIAL STATEMENT SCHEDULES

     All financial statement schedules have been omitted due to the absence of
conditions under which they are required or because the information required is
included in the financial statements or the notes thereto.

(B) REPORTS ON FORM 8-K

     The Company did not file any Current Reports on Form 8-K during the quarter
ended December 31, 2002.

                                        68
<PAGE>

(C) EXHIBITS

<Table>
<Caption>
EXHIBIT
NUMBER                            DESCRIPTION
-------                           -----------
<S>       <C>
  2.1     Agreement and Plan of Merger, dated as of March 16, 2002, by
          and among Associated Materials Holdings Inc. (formerly known
          as Harvest/AMI Holdings Inc.), Simon Acquisition Corp. and
          the Company (incorporated by reference to Exhibit 99(d)(1)
          of Schedule TO filed by Associated Materials Holdings, Inc.
          and certain affiliates, Commission File No. 005-53705, filed
          on March 22, 2002).
  3.1     Amended and Restated Certificate of Incorporation of the
          Company (incorporated by reference to Exhibit 3.1 to the
          Company's Registration Statement on Form S-4, Commission
          File No. 333-92010, filed on July 3, 2002).
  3.2     Amended and Restated By-Laws of the Company (incorporated by
          reference to Exhibit 3.2 to the Company's Registration
          Statement on Form S-4, Commission File No. 333-92010, filed
          on July 3, 2002).
  3.3     Certificate of Incorporation of Alside, Inc. (incorporated
          by reference to Exhibit 3.3 to the Company's Registration
          Statement on Form S-4/A, Commission File No. 333-92010,
          filed on September 12, 2002).
  3.4     Amended and Restated Bylaws of Alside, Inc. (incorporated by
          reference to Exhibit 3.4 to the Company's Registration
          Statement on Form S-4/A, Commission File No. 333-92010,
          filed on September 12, 2002).
  4.1     Registration Rights Agreement, dated as of April 23, 2002,
          by and among the Company, AMI Management Company, Credit
          Suisse First Boston Corporation, UBS Warburg LLC and CIBC
          World Markets Corp. (incorporated by reference to Exhibit
          4.1 to the Company's Registration Statement on Form S-4,
          Commission File No. 333-92010, filed on July 3, 2002).
  4.2     Indenture governing the Company's 9 3/4% Senior Subordinated
          Notes Due 2012, dated as of April 23, 2002, by and among the
          Company, AMI Management Company and Wilmington Trust Company
          (incorporated by reference to Exhibit 4.2 to the Company's
          Registration Statement on Form S-4, Commission File No.
          333-92010, filed on July 3, 2002).
  4.3     Supplemental Indenture governing the Company's 9 3/4% Senior
          Subordinated Notes Due 2012, dated as of May 10, 2002 by and
          among the Company, AMI Management Company, Alside, Inc. and
          Wilmington Trust Company (incorporated by reference to
          Exhibit 4.3 to the Company's Registration Statement on Form
          S-4, Commission File No. 333-92010, filed on July 3, 2002).
  4.4     Form of the Company's 9 3/4% Senior Subordinated Note Due
          2012 (incorporated by reference to Exhibit 4.4 to the
          Company's Registration Statement on Form S-4, Commission
          File No. 333-92010, filed on July 3, 2002).
  4.5     Form of Indenture governing the Company's 9 1/4% Senior
          Subordinated Notes due 2008, between the Company and The
          Bank of New York Trust Company of Florida, N.A. (as
          successor to U.S. Trust Company of Texas, N.A.)
          (incorporated by reference to Exhibit 4.1 to the Company's
          Registration Statement on Form S-1/A, File No. 333-42067,
          filed on January 30, 1998).
  4.6     First Supplemental Indenture governing the Company's 9 1/4%
          Senior Subordinated Notes due 2008, dated as of April 4,
          2002, by and among the Company and The Bank of New York
          Trust Company of Florida, N.A (as successor to U.S. Trust
          Company of Texas, N.A.) (incorporated by reference to
          Exhibit 4.6 to the Company's Registration Statement on Form
          S-4, Commission File No. 333-92010, filed on July 3, 2002).
  4.7     Form of 9 1/4% Senior Subordinated Note due 2008
          (incorporated by reference to Exhibit A of 4.1 to the
          Company's Registration Statement on Form S-1/A, Commission
          File No. 333-42067, filed on January 30, 1998).
</Table>

                                        69
<PAGE>

<Table>
<Caption>
EXHIBIT
NUMBER                            DESCRIPTION
-------                           -----------
<S>       <C>
 10.1     Credit Agreement, dated as of April 19, 2002, by and among
          the Company, Associated Materials Holdings Inc., the various
          financial institutions and other Persons from time to time
          parties thereto, UBS AG, Stamford Branch, as administrative
          agent, Credit Suisse First Boston, Cayman Islands Branch, as
          syndication agent, CIBC World Markets Corp., as
          documentation agent, and UBS Warburg LLC and Credit Suisse
          First Boston Corporation, as joint lead arrangers (the
          "Credit Agreement") (incorporated by reference to Exhibit
          10.1 to the Company's Registration Statement on Form S-4,
          Commission File No. 333-92010, filed on July 3, 2002).
 10.2     Borrower Security and Pledge Agreement of the Company, dated
          as of April 19, 2002, by the Company, in favor of UBS AG,
          Stamford Branch, as administrative agent (incorporated by
          reference to Exhibit 10.2 to the Company's Registration
          Statement on Form S-4, Commission File No. 333-92010, filed
          on July 3, 2002).
 10.3     Form of Subsidiary Security and Pledge Agreement, by each
          subsidiary of the Company from time to time party thereto in
          favor of UBS AG, Stamford Branch, as administrative agent,
          on behalf of the Secured Parties (as defined in the Credit
          Agreement) (incorporated by reference to Exhibit 10.3 to the
          Company's Registration Statement on Form S-4, Commission
          File No. 333-92010, filed on July 3, 2002).
 10.4     Form of Subsidiary Guaranty, by each subsidiary of the
          Company from time to time party thereto in favor of UBS AG,
          Stamford Branch, as administrative agent, on behalf of the
          Secured Parties (as defined in the Credit Agreement)
          (incorporated by reference to Exhibit 10.4 to the Company's
          Registration Statement on Form S-4, Commission File No.
          333-92010, filed on July 3, 2002).
 10.5     Assumption Agreement, dated as of April 19, 2002, by and
          among the Company and AMI Management Company, as guarantors
          (incorporated by reference to Exhibit 10.5 to the Company's
          Registration Statement on Form S-4, Commission File No.
          333-92010, filed on July 3, 2002).
 10.6     Agreement of Sale, dated as of January 30, 1984, between USX
          Corporation (formerly United States Steel Corporation)
          ("USX") and the Company (incorporated by reference to
          Exhibit 10.1 to the Company's Registration Statement on Form
          S-1, Commission File No. 33-64788).
 10.7     Amendment Agreement, dated as of February 29, 1984, between
          USX and the Company (incorporated by reference to Exhibit
          10.2 to the Company's Registration Statement on Form S-1,
          File No. 33-64788).
 10.8     Form of Indemnification Agreement between the Company and
          each of the directors and executive officers of the Company
          (incorporated by reference to Exhibit 10.14 to the Company's
          Registration Statement on Form S-1, File No. 33-84110).
 10.9     Incentive Bonus Plan of the Company (incorporated by
          reference to Exhibit 10.10 to the Company's Annual Report on
          Form 10-K filed for December 31, 2000).
 10.10    Severance Agreement, dated December 27, 2001, between the
          Company and Robert F. Hogan, Jr. (incorporated by reference
          to Exhibit 10.13 to the Company's Annual Report on Form 10-K
          filed for December 31, 2001).
 10.11    Management Agreement, dated as of April 19, 2002, by and
          between Harvest Partners, Inc. and the Company (incorporated
          by reference to Exhibit 10.11 to the Company's Registration
          Statement on Form S-4, Commission File No. 333-92010, filed
          on July 3, 2002).
 10.12    Asset Purchase Agreement, dated as of June 24, 2002, between
          the Company and AmerCable Incorporated (incorporated by
          reference to Exhibit 10.12 to the Company's Registration
          Statement on Form S-4, Commission File No. 333-92010, filed
          on July 3, 2002).
 10.13    Associated Materials Holdings Inc. 2002 Stock Option Plan
          (incorporated by reference to Exhibit 10.13 to the Company's
          Registration Statement on Form S-4, Commission File No.
          333-92010, filed on July 3, 2002).
 10.14    Employment Agreement, dated as of July 1, 2002, between the
          Company and Michael Caporale, Jr. (incorporated by reference
          to Exhibit 10.14 to the Company's Registration Statement on
          Form S-4/ A, Commission File No. 333-92010, filed on
          September 12, 2002).
</Table>

                                        70
<PAGE>

<Table>
<Caption>
EXHIBIT
NUMBER                            DESCRIPTION
-------                           -----------
<S>       <C>
 10.15    Employment Agreement, dated as of August 21, 2002, between
          the Company and D. Keith LaVanway (incorporated by reference
          to Exhibit 10.15 to the Company's Registration Statement on
          Form S-4/A, Commission File No. 333-92010, filed on
          September 12, 2002).
 10.16    Agreement, dated as of January 1, 1998, between Shintech
          Incorporated and the Alside division of the Company
          (incorporated by reference to Exhibit 10.16 to the Company's
          Registration Statement on Form S-4, Commission File No.
          333-92010, filed on October 16, 2002).*
 10.17    Associated Materials Holding Inc. Stock Option Award
          Agreement, dated September 4, 2002, between Associated
          Materials Holdings Inc. and Michael Caporale, Jr.
          (incorporated by reference to Exhibit 10.17 to the Company's
          Registration Statement on Form S-4/A, Commission File No.
          333-92010, filed on October 10, 2002).
 10.18    Associated Materials Holding Inc. Stock Option Award
          Agreement, dated September 4, 2002, between Associated
          Materials Holdings Inc. and Michael Caporale, Jr.
          (incorporated by reference to Exhibit 10.18 to the Company's
          Registration Statement on Form S-4/A, Commission File No.
          333-92010, filed on September 12, 2002).
 10.19    Employment Agreement, dated as of August 21, 2002, between
          the Company and Kenneth L. Bloom (incorporated by reference
          to Exhibit 10.19 to the Company's Registration Statement on
          Form S-4/A, Commission File No. 333-92010, filed on October
          10, 2002).
 10.20    Employment Agreement, dated as of August 21, 2002, between
          the Company and Robert M. Franco (incorporated by reference
          to Exhibit 10.20 to the Company's Registration Statement on
          Form S-4/ A, Commission File No. 333-92010, filed on October
          10, 2002).
 10.21    Severance Agreement, dated as of December 27, 2001, between
          the Company and Robert L. Winspear (incorporated by
          reference to Exhibit 10.14 to the Company's Annual Report on
          Form 10-K filed for December 31, 2001).
 21.1     Subsidiaries of the Company (incorporated by reference to
          Exhibit 21.1 to the Company's Registration Statement on Form
          S-4, Commission File No. 333-92010, filed on July 3, 2002).
 99.1     Form of Letter of Transmittal (incorporated by reference to
          Exhibit 99.1 to the Company's Registration Statement on Form
          S-4, Commission File No. 333-92010, filed on July 3, 2002).
 99.2     Form of Notice of Guaranteed Delivery (incorporated by
          reference to Exhibit 99.2 to the Company's Registration
          Statement on Form S-4, Commission File No. 333-92010, filed
          on July 3, 2002).
 99.3     Certification of the Chief Executive Officer pursuant to 18
          U.S.C. Section 1350, as adopted pursuant to Section 906 of
          the Sarbanes-Oxley Act of 2002.**
 99.4     Certification of the Chief Financial Officer pursuant to 18
          U.S.C. Section 1350, as adopted pursuant to Section 906 of
          the Sarbanes-Oxley Act of 2002.**
</Table>

---------------

*  Certain provisions of this exhibit have been omitted pursuant to a request
   for confidential treatment of information in accordance with Rule 406 of the
   Securities Act.

** This document is being furnished in accordance with SEC Release Nos. 33-8212
   and 34-47551.

                                        71
<PAGE>

                                   SIGNATURES

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

                                          ASSOCIATED MATERIALS INCORPORATED

                                          By:   /s/ MICHAEL CAPORALE, JR.
                                            ------------------------------------
                                                   Michael Caporale, Jr.
                                             President, Chief Executive Officer
                                                         and Director
                                               (Principal Executive Officer)

                                          By:     /s/ D. KEITH LAVANWAY
                                            ------------------------------------
                                                     D. Keith LaVanway
                                              Vice President, Chief Financial
                                               Officer, Treasurer and Secretary
                                              (Principal Financial Officer and
                                                          Principal
                                                    Accounting Officer)

Date: March 27, 2003

     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.

<Table>
<Caption>
                   SIGNATURE                                     TITLE                       DATE
                   ---------                                     -----                       ----
<S>                                                <C>                                  <C>



           /s/ MICHAEL CAPORALE, JR.               President, Chief Executive Officer   March 27, 2003
------------------------------------------------              and Director
             Michael Caporale, Jr.                   (Principal Executive Officer)




             /s/ D. KEITH LAVANWAY                  Vice President, Chief Financial     March 27, 2003
------------------------------------------------    Officer, Treasurer and Secretary
               D. Keith LaVanway                    (Principal Financial Officer and
                                                     Principal Accounting Officer)




              /s/ IRA D. KLEINMAN                        Chairman of the Board          March 27, 2003
------------------------------------------------
                Ira D. Kleinman




              /s/ THOMAS W. ARENZ                               Director                March 27, 2003
------------------------------------------------
                Thomas W. Arenz




            /s/ JONATHAN C. ANGRIST                             Director                March 27, 2003
------------------------------------------------
              Jonathan C. Angrist
</Table>

                                        72
<PAGE>

                                 CERTIFICATION

     I, Michael Caporale, Jr., President, Chief Executive Officer and Director,
certify that:

          1.  I have reviewed this annual report on Form 10-K of Associated
     Materials Incorporated;

          2.  Based on my knowledge, this annual report does not contain any
     untrue statement of a material fact or omit to state a material fact
     necessary to make the statements made, in light of the circumstances under
     which such statements were made, not misleading with respect to the period
     covered by this annual report;

          3.  Based on my knowledge, the financial statements, and other
     financial information included in this annual report, fairly present in all
     material respects the financial condition, results of operations and cash
     flows of the registrant as of, and for, the periods presented in this
     annual report;

          4.  The registrant's other certifying officer and I are responsible
     for establishing and maintaining disclosure controls and procedures (as
     defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and
     have:

             a) designed such disclosure controls and procedures to ensure that
        material information relating to the registrant, including its
        consolidated subsidiaries, is made known to us by others within those
        entities, particularly during the period in which this annual report is
        being prepared;

             b) evaluated the effectiveness of the registrant's disclosure
        controls and procedures as of a date within 90 days prior to the filing
        date of this annual report (the "Evaluation Date"); and

             c) presented in this annual report our conclusions about the
        effectiveness of the disclosure controls and procedures based on our
        evaluation as of the Evaluation Date;

          5.  The registrant's other certifying officer and I have disclosed,
     based on our most recent evaluation, to the registrant's auditors and the
     audit committee of the registrant's board of directors (or persons
     performing equivalent functions):

             a) all significant deficiencies in the design or operation of
        internal controls which could adversely affect the registrant's ability
        to record, process, summarize and report financial data and have
        identified for the registrant's auditors any material weaknesses in
        internal controls; and

             b) any fraud, whether or not material, that involves management or
        other employees who have a significant role in the registrant's internal
        controls; and

          6.  The registrant's other certifying officer and I have indicated in
     this annual report whether there were significant changes in internal
     controls or in other factors that could significantly affect internal
     controls subsequent to the date of our most recent evaluation, including
     any corrective actions with regard to significant deficiencies and material
     weaknesses.

                                          By:   /s/ MICHAEL CAPORALE, JR.
                                            ------------------------------------
                                                   Michael Caporale, Jr.
                                             President, Chief Executive Officer
                                                         and Director
                                               (Principal Executive Officer)

                                        73
<PAGE>

                                 CERTIFICATION

     I, D. Keith LaVanway, Vice President, Chief Financial Officer, Treasurer
and Secretary, certify that:

          1.  I have reviewed this annual report on Form 10-K of Associated
     Materials Incorporated;

          2.  Based on my knowledge, this annual report does not contain any
     untrue statement of a material fact or omit to state a material fact
     necessary to make the statements made, in light of the circumstances under
     which such statements were made, not misleading with respect to the period
     covered by this annual report;

          3.  Based on my knowledge, the financial statements, and other
     financial information included in this annual report, fairly present in all
     material respects the financial condition, results of operations and cash
     flows of the registrant as of, and for, the periods presented in this
     annual report;

          4.  The registrant's other certifying officer and I are responsible
     for establishing and maintaining disclosure controls and procedures (as
     defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and
     have:

             a) designed such disclosure controls and procedures to ensure that
        material information relating to the registrant, including its
        consolidated subsidiaries, is made known to us by others within those
        entities, particularly during the period in which this annual report is
        being prepared;

             b) evaluated the effectiveness of the registrant's disclosure
        controls and procedures as of a date within 90 days prior to the filing
        date of this annual report (the "Evaluation Date"); and

             c) presented in this annual report our conclusions about the
        effectiveness of the disclosure controls and procedures based on our
        evaluation as of the Evaluation Date;

          5.  The registrant's other certifying officer and I have disclosed,
     based on our most recent evaluation, to the registrant's auditors and the
     audit committee of the registrant's board of directors (or persons
     performing equivalent functions):

             a) all significant deficiencies in the design or operation of
        internal controls which could adversely affect the registrant's ability
        to record, process, summarize and report financial data and have
        identified for the registrant's auditors any material weaknesses in
        internal controls; and

             b) any fraud, whether or not material, that involves management or
        other employees who have a significant role in the registrant's internal
        controls; and

          6.  The registrant's other certifying officer and I have indicated in
     this annual report whether there were significant changes in internal
     controls or in other factors that could significantly affect internal
     controls subsequent to the date of our most recent evaluation, including
     any corrective actions with regard to significant deficiencies and material
     weaknesses.

                                          By:     /s/ D. KEITH LAVANWAY
                                            ------------------------------------
                                                     D. Keith LaVanway
                                              Vice President, Chief Financial
                                                           Officer,
                                                  Treasurer and Secretary
                                              (Principal Financial Officer and
                                               Principal Accounting Officer)

                                        74
<PAGE>

                                 EXHIBIT INDEX

<Table>
<Caption>
EXHIBIT
NUMBER                            DESCRIPTION
-------                           -----------
<S>       <C>
  2.1     Agreement and Plan of Merger, dated as of March 16, 2002, by
          and among Associated Materials Holdings Inc. (formerly known
          as Harvest/AMI Holdings Inc.), Simon Acquisition Corp. and
          the Company (incorporated by reference to Exhibit 99(d)(1)
          of Schedule TO filed by Associated Materials Holdings, Inc.
          and certain affiliates, Commission File No. 005-53705, filed
          on March 22, 2002).
  3.1     Amended and Restated Certificate of Incorporation of the
          Company (incorporated by reference to Exhibit 3.1 to the
          Company's Registration Statement on Form S-4, Commission
          File No. 333-92010, filed on July 3, 2002).
  3.2     Amended and Restated By-Laws of the Company (incorporated by
          reference to Exhibit 3.2 to the Company's Registration
          Statement on Form S-4, Commission File No. 333-92010, filed
          on July 3, 2002).
  3.3     Certificate of Incorporation of Alside, Inc. (incorporated
          by reference to Exhibit 3.3 to the Company's Registration
          Statement on Form S-4/A, Commission File No. 333-92010,
          filed on September 12, 2002).
  3.4     Amended and Restated Bylaws of Alside, Inc. (incorporated by
          reference to Exhibit 3.4 to the Company's Registration
          Statement on Form S-4/A, Commission File No. 333-92010,
          filed on September 12, 2002).
  4.1     Registration Rights Agreement, dated as of April 23, 2002,
          by and among the Company, AMI Management Company, Credit
          Suisse First Boston Corporation, UBS Warburg LLC and CIBC
          World Markets Corp. (incorporated by reference to Exhibit
          4.1 to the Company's Registration Statement on Form S-4,
          Commission File No. 333-92010, filed on July 3, 2002).
  4.2     Indenture governing the Company's 9 3/4% Senior Subordinated
          Notes Due 2012, dated as of April 23, 2002, by and among the
          Company, AMI Management Company and Wilmington Trust Company
          (incorporated by reference to Exhibit 4.2 to the Company's
          Registration Statement on Form S-4, Commission File No.
          333-92010, filed on July 3, 2002).
  4.3     Supplemental Indenture governing the Company's 9 3/4% Senior
          Subordinated Notes Due 2012, dated as of May 10, 2002 by and
          among the Company, AMI Management Company, Alside, Inc. and
          Wilmington Trust Company (incorporated by reference to
          Exhibit 4.3 to the Company's Registration Statement on Form
          S-4, Commission File No. 333-92010, filed on July 3, 2002).
  4.4     Form of the Company's 9 3/4% Senior Subordinated Note Due
          2012 (incorporated by reference to Exhibit 4.4 to the
          Company's Registration Statement on Form S-4, Commission
          File No. 333-92010, filed on July 3, 2002).
  4.5     Form of Indenture governing the Company's 9 1/4% Senior
          Subordinated Notes due 2008, between the Company and The
          Bank of New York Trust Company of Florida, N.A. (as
          successor to U.S. Trust Company of Texas, N.A.)
          (incorporated by reference to Exhibit 4.1 to the Company's
          Registration Statement on Form S-1/A, File No. 333-42067,
          filed on January 30, 1998).
  4.6     First Supplemental Indenture governing the Company's 9 1/4%
          Senior Subordinated Notes due 2008, dated as of April 4,
          2002, by and among the Company and The Bank of New York
          Trust Company of Florida, N.A (as successor to U.S. Trust
          Company of Texas, N.A.) (incorporated by reference to
          Exhibit 4.6 to the Company's Registration Statement on Form
          S-4, Commission File No. 333-92010, filed on July 3, 2002).
  4.7     Form of 9 1/4% Senior Subordinated Note due 2008
          (incorporated by reference to Exhibit A of 4.1 to the
          Company's Registration Statement on Form S-1/A, Commission
          File No. 333-42067, filed on January 30, 1998).
</Table>
<PAGE>

<Table>
<Caption>
EXHIBIT
NUMBER                            DESCRIPTION
-------                           -----------
<S>       <C>
 10.1     Credit Agreement, dated as of April 19, 2002, by and among
          the Company, Associated Materials Holdings Inc., the various
          financial institutions and other Persons from time to time
          parties thereto, UBS AG, Stamford Branch, as administrative
          agent, Credit Suisse First Boston, Cayman Islands Branch, as
          syndication agent, CIBC World Markets Corp., as
          documentation agent, and UBS Warburg LLC and Credit Suisse
          First Boston Corporation, as joint lead arrangers (the
          "Credit Agreement") (incorporated by reference to Exhibit
          10.1 to the Company's Registration Statement on Form S-4,
          Commission File No. 333-92010, filed on July 3, 2002).
 10.2     Borrower Security and Pledge Agreement of the Company, dated
          as of April 19, 2002, by the Company, in favor of UBS AG,
          Stamford Branch, as administrative agent (incorporated by
          reference to Exhibit 10.2 to the Company's Registration
          Statement on Form S-4, Commission File No. 333-92010, filed
          on July 3, 2002).
 10.3     Form of Subsidiary Security and Pledge Agreement, by each
          subsidiary of the Company from time to time party thereto in
          favor of UBS AG, Stamford Branch, as administrative agent,
          on behalf of the Secured Parties (as defined in the Credit
          Agreement) (incorporated by reference to Exhibit 10.3 to the
          Company's Registration Statement on Form S-4, Commission
          File No. 333-92010, filed on July 3, 2002).
 10.4     Form of Subsidiary Guaranty, by each subsidiary of the
          Company from time to time party thereto in favor of UBS AG,
          Stamford Branch, as administrative agent, on behalf of the
          Secured Parties (as defined in the Credit Agreement)
          (incorporated by reference to Exhibit 10.4 to the Company's
          Registration Statement on Form S-4, Commission File No.
          333-92010, filed on July 3, 2002).
 10.5     Assumption Agreement, dated as of April 19, 2002, by and
          among the Company and AMI Management Company, as guarantors
          (incorporated by reference to Exhibit 10.5 to the Company's
          Registration Statement on Form S-4, Commission File No.
          333-92010, filed on July 3, 2002).
 10.6     Agreement of Sale, dated as of January 30, 1984, between USX
          Corporation (formerly United States Steel Corporation)
          ("USX") and the Company (incorporated by reference to
          Exhibit 10.1 to the Company's Registration Statement on Form
          S-1, Commission File No. 33-64788).
 10.7     Amendment Agreement, dated as of February 29, 1984, between
          USX and the Company (incorporated by reference to Exhibit
          10.2 to the Company's Registration Statement on Form S-1,
          File No. 33-64788).
 10.8     Form of Indemnification Agreement between the Company and
          each of the directors and executive officers of the Company
          (incorporated by reference to Exhibit 10.14 to the Company's
          Registration Statement on Form S-1, File No. 33-84110).
 10.9     Incentive Bonus Plan of the Company (incorporated by
          reference to Exhibit 10.10 to the Company's Annual Report on
          Form 10-K filed for December 31, 2000).
 10.10    Severance Agreement, dated December 27, 2001, between the
          Company and Robert F. Hogan, Jr. (incorporated by reference
          to Exhibit 10.13 to the Company's Annual Report on Form 10-K
          filed for December 31, 2001).
 10.11    Management Agreement, dated as of April 19, 2002, by and
          between Harvest Partners, Inc. and the Company (incorporated
          by reference to Exhibit 10.11 to the Company's Registration
          Statement on Form S-4, Commission File No. 333-92010, filed
          on July 3, 2002).
 10.12    Asset Purchase Agreement, dated as of June 24, 2002, between
          the Company and AmerCable Incorporated (incorporated by
          reference to Exhibit 10.12 to the Company's Registration
          Statement on Form S-4, Commission File No. 333-92010, filed
          on July 3, 2002).
 10.13    Associated Materials Holdings Inc. 2002 Stock Option Plan
          (incorporated by reference to Exhibit 10.13 to the Company's
          Registration Statement on Form S-4, Commission File No.
          333-92010, filed on July 3, 2002).
 10.14    Employment Agreement, dated as of July 1, 2002, between the
          Company and Michael Caporale, Jr. (incorporated by reference
          to Exhibit 10.14 to the Company's Registration Statement on
          Form S-4/ A, Commission File No. 333-92010, filed on
          September 12, 2002).
 10.15    Employment Agreement, dated as of August 21, 2002, between
          the Company and D. Keith LaVanway (incorporated by reference
          to Exhibit 10.15 to the Company's Registration Statement on
          Form S-4/A, Commission File No. 333-92010, filed on
          September 12, 2002).
</Table>
<PAGE>

<Table>
<Caption>
EXHIBIT
NUMBER                            DESCRIPTION
-------                           -----------
<S>       <C>
 10.16    Agreement, dated as of January 1, 1998, between Shintech
          Incorporated and the Alside division of the Company
          (incorporated by reference to Exhibit 10.16 to the Company's
          Registration Statement on Form S-4, Commission File No.
          333-92010, filed on October 16, 2002).*
 10.17    Associated Materials Holding Inc. Stock Option Award
          Agreement, dated September 4, 2002, between Associated
          Materials Holdings Inc. and Michael Caporale, Jr.
          (incorporated by reference to Exhibit 10.17 to the Company's
          Registration Statement on Form S-4/A, Commission File No.
          333-92010, filed on October 10, 2002).
 10.18    Associated Materials Holding Inc. Stock Option Award
          Agreement, dated September 4, 2002, between Associated
          Materials Holdings Inc. and Michael Caporale, Jr.
          (incorporated by reference to Exhibit 10.18 to the Company's
          Registration Statement on Form S-4/A, Commission File No.
          333-92010, filed on September 12, 2002).
 10.19    Employment Agreement, dated as of August 21, 2002, between
          the Company and Kenneth L. Bloom (incorporated by reference
          to Exhibit 10.19 to the Company's Registration Statement on
          Form S-4/A, Commission File No. 333-92010, filed on October
          10, 2002).
 10.20    Employment Agreement, dated as of August 21, 2002, between
          the Company and Robert M. Franco (incorporated by reference
          to Exhibit 10.20 to the Company's Registration Statement on
          Form S-4/ A, Commission File No. 333-92010, filed on October
          10, 2002).
 10.21    Severance Agreement, dated as of December 27, 2001, between
          the Company and Robert L. Winspear (incorporated by
          reference to Exhibit 10.14 to the Company's Annual Report on
          Form 10-K filed for December 31, 2001).
 21.1     Subsidiaries of the Company (incorporated by reference to
          Exhibit 21.1 to the Company's Registration Statement on Form
          S-4, Commission File No. 333-92010, filed on July 3, 2002).
 99.1     Form of Letter of Transmittal (incorporated by reference to
          Exhibit 99.1 to the Company's Registration Statement on Form
          S-4, Commission File No. 333-92010, filed on July 3, 2002).
 99.2     Form of Notice of Guaranteed Delivery (incorporated by
          reference to Exhibit 99.2 to the Company's Registration
          Statement on Form S-4, Commission File No. 333-92010, filed
          on July 3, 2002).
 99.3     Certification of the Chief Executive Officer pursuant to 18
          U.S.C. Section 1350, as adopted pursuant to Section 906 of
          the Sarbanes-Oxley Act of 2002.**
 99.4     Certification of the Chief Financial Officer pursuant to 18
          U.S.C. Section 1350, as adopted pursuant to Section 906 of
          the Sarbanes-Oxley Act of 2002.**
</Table>

---------------

*  Certain provisions of this exhibit have been omitted pursuant to a request
   for confidential treatment of information in accordance with Rule 406 of the
   Securities Act.

** This document is being furnished in accordance with SEC Release Nos. 33-8212
   and 34-47551.