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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
 WASHINGTON, D.C. 20549
 FORM 10-K
 þ
    
    ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934
 For the fiscal year ended January 2, 2010.
 or
 o
    
    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934
 For the transition period from  to.
 Commission file number 000-24956
 
 Associated Materials, LLC
  
 DELAWARE
    
    75-1872487(State or other jurisdiction of incorporation or organization)
    
    (I.R.S. Employer Identification No.)
 3773 STATE ROAD
CUYAHOGA FALLS, OHIO 44223
 (330) 929-1811
 NONE
 NONE
 Yes
o No
þ
 o þ
 þ o
 þ o
 þ
  Large accelerated filer o
    
    Accelerated filer o
    
    Non-accelerated filer þ
    
    Smaller reporting company o(Do not check if a smaller reporting company)
 o þ




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TABLE OF CONTENTS  PART IITEM 1. BUSINESSITEM 1A. RISK FACTORSITEM 1B. UNRESOLVED STAFF COMMENTSITEM 2. PROPERTIESITEM 3. LEGAL PROCEEDINGSPART IIITEM 5. MARKET FOR REGISTRANTS COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIESITEM 6. SELECTED FINANCIAL DATAITEM 7. MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONSITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISKITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATAITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSUREITEM 9A. CONTROLS AND PROCEDURESITEM 9B. OTHER INFORMATIONPART IIIITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANTITEM 11. EXECUTIVE COMPENSATIONITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERSITEM 13. CERTAIN RELATIONSHIPS, RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCEITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICESPART IVITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULESSIGNATURESEXHIBIT INDEXExhibit 10.9Exhibit 21.1Exhibit 24.1Exhibit 31.1Exhibit 31.2Exhibit 32.1Exhibit 32.2    Table of Contents  
 
 PART I
 
 
 ITEM 1. BUSINESS
 GENERAL DEVELOPMENT OF BUSINESS
  ® ® ®
   FINANCIAL INFORMATION ABOUT SEGMENTS
   2




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INDUSTRY OVERVIEW
  
    
    Favorable demographics. The segment of the population age 45 years and above, which the
Company believes is the largest demographic market for professionally installed, low
maintenance home improvements, is growing. By 2010, this age segment is expected to
represent approximately 39.1% of the United States population, up from 31.3% from 1990,
according to the U.S. Census Bureau.
 
    
    Household formation and immigration growth.New household formation and immigration
growth in the United States is expected to remain favorable over the long term. The Joint
Center for Housing Studies of Harvard University (JCHS) forecasts annual household
formation between 1.25 million and 1.48 million households from 2010 through 2020, basing
its analysis on the latest U.S. Census Bureau population projection that annual net
immigration is estimated to increase from 1.1 million in 2005 to 1.5 million by 2020. The
Company believes that household formation is an important driver of both new housing starts
and repair and remodel spending. On a historical basis, total housing starts have averaged
1.55 million since 1970 according to the U.S. Census Bureau. The foregoing household
formation projections suggest that total housing starts are expected to return to levels
similar to long-term historical averages, particularly when combined with housing starts
that are generated by replacement of existing homes that have been destroyed.
 
    
    Aging of the housing stock. The median estimated home age increased from 23 years in
1985 to 35 years in 2007, and more than 64% of the current housing stock was built prior to
1980 according to the American Housing Survey by the U.S. Census and the U.S. Department of
Housing and Urban Development. The aging housing stock trend is expected to continue to
drive demand for residential repair and remodeling projects.
 
    
    Energy efficiency.There is favorable demand for energy efficient building products
given measurable payback periods and strong environmentally focused trends. The National
Association of Home Builders Consumer Preferences Survey found that the median consumer
was willing to make an upfront investment of $5,000 to save $1,000 of annual utility costs,
which implies a five-year payback period. The Company expects that the tax credit provided
by the American Recovery and Reinvestment Act of 2009 compounded with increased demand for
energy efficientor greenbuilding products should continue to benefit companies with
products that meet the requirements for the tax credit and other energy efficiency
standards.
 
    
    Increase in average home size. The average home size increased over 33% from 1,785
square feet in 1985 to 2,373 square feet in 2009.
 
    
    Favorable mortgage interest rates. Mortgage interest rates over the past few years have
been at historically low levels.
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
    
    Single family housing starts.According to the U.S. Census Bureau, single family
housing starts decreased to a seasonally adjusted annual rate of approximately 350,000 in
January 2009, the lowest level in 50 years, and have since increased to approximately
475,000 in December 2009. An average of leading housing start forecasts (National
Association of Realtors, National Association of Home Builders, FannieMae and the Mortgage
Bankers Association) suggests single-family housing starts will grow from 447,000 in 2009
to 867,000 in 2011, a 39.2% compound annual growth rate.
 
    
    Existing home sales.According to the National Association of Realtors, monthly total
existing home sales reached a bottom of approximately 4.1 million in November 2008. Since
then, monthly existing home sales have increased to approximately 5.7 million in November
2009, or a 39% increase.
   Products
 ® ® ® ® ® ®
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® ® ® ® ® ®
 ®
  ®
  5




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® ® ®
 Product Line
    
    Window
    
    Vinyl Siding
    
    Steel Siding
    
    Aluminum SidingPremium
    
    Preservation
Regency
Sequoia Select
Sheffield
Sovereign
UltraMaxx
Westbridge
    
    Bennington Board
and Batten
 Berkshire Beaded
 Board and Batten
Centennial Beaded
CenterLock
Charter Oak
 Cyprus Creek
 Northern Forest 
Preservation
 Prodigy
 Revolution (WPC)
 Sequoia Select
 Sovereign Select
Williamsport
    
    Cedarwood Driftwood
Gallery Series
SuperGuard
SteelTek
SteelSide
Universal
    
    Cedarwood 
Vin.Al.Wood
DeluxeStandard
    
    Alpine 80 Series
Berkshire
Excalibur
Fairfield 80 Series
Sierra 
Signature
    
    Advantage III
Advantage Plus
Amherst
Berkshire Classic
Concord
Coventry
Fair Oaks
Odyssey Plus
 Signature Supreme
Somerville IIIEconomy
    
    Alpine 70 Series
Amherst
Blue Print Series
Builder Series
Centurion
Concord
Fairfield 70 Series
Geneva
New Construction
Performance Series
    
    Aurora
Conquest
Driftwood
Homerun
    
    
    
    Woodgrain Series
 ®
  Marketing and Distribution
  6




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Manufacturing.
  7




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Raw Materials.
 Competition.
  Seasonality.
 BACKLOG
   8




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TRADEMARKS, PATENTS AND OTHER INTANGIBLE ASSETS
  GOVERNMENT REGULATION AND ENVIRONMENTAL MATTERS
   EMPLOYEES
   FINANCIAL INFORMATION ABOUT GEOGRAPHIC AREAS
  AVAILABLE INFORMATION
 www.associatedmaterials.com
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ITEM 1A . RISK FACTORS
   Conditions in the housing market and economic conditions generally have affected and may
continue to affect the Companys operating performance.
    
    
    tax credits for home buyers provided by the federal government and certain state
governments, including California; and
 
    
    support of the mortgage market, including through purchases of mortgage-backed
securities by The Federal Reserve Bank and the underwriting of a substantial amount of new
mortgages by the Federal Housing Administration and other governmental agencies.
  The Companys substantial level of indebtedness could adversely affect the Companys financial
condition.
   10




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
    
    the Company must use a substantial portion of its cash flow from operations to pay
interest and principal on its asset-based credit facilities (the ABL Facility), its
9.875% Senior Secured Second Lien Notes due 2016 (the 9.875% notes) and other
indebtedness, which reduces funds available to the Company for other purposes such as
working capital, capital expenditures, other general corporate purposes, potential
acquisitions and for payment of dividends to its parent companies;
 
    
    the Companys ability to refinance such indebtedness or to obtain additional financing
for working capital, capital expenditures, acquisitions or general corporate purposes may
be impaired;
 
    
    the Company is exposed to fluctuations in interest rates, because the Companys ABL
Facility has a variable rate of interest;
 
    
    the Companys leverage may be greater than that of some of its competitors, which may
put it at a competitive disadvantage and reduce the Companys flexibility in responding to
current and changing industry and financial market conditions;
 
    
    the Company may be more vulnerable to economic downturns and adverse developments in
its business; and
 
    
    the Company may be unable to comply with financial and other restrictive covenants in
the documents governing the ABL Facility, the 9.875% notes and other debt obligations, as
applicable, some of which require the Company to maintain specified financial ratios, and
limit the Companys ability to incur additional debt and sell assets, which could result in
an event of default that, if not cured or waived, would have an adverse effect on the
Companys business and prospects and could result in bankruptcy.
   The Companys parent companies substantial level of indebtedness could adversely affect the
Company.
 Troubled Debt Restructuring by Debtors
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The Company will need to refinance indebtedness under the ABL Facility and AMH will need to
refinance indebtedness under the AMH 11.25% notes.
  Current global financial conditions could adversely affect the availability of new financing
and result in higher interest rates. The inability to access liquidity, particularly on favorable
terms, could adversely affect the Companys financial condition.
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If AMH or AMH II defaults on its debt obligations, it could result in a change of control.
     13




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The Company and its parent companies may be able to incur more indebtedness, in which case,
the risks associated with their substantial leverage, including their ability to service their
indebtedness, would increase.
  The liens on the collateral securing the 9.875% notes rank junior and subordinate to the liens
on the collateral securing the Companys obligations under the ABL Facility or any other permitted
first lien indebtedness and rank pari passu with the liens for any permitted additional second lien
indebtedness. If there is a default, the value of the collateral may not be sufficient to repay
both the lenders under the ABL Facility and holders of other permitted first lien indebtedness and
the holders of the 9.875% notes and any other permitted second lien indebtedness secured on a pari
passu basis with such notes.
  pro rata
  pari passu
 Sales of assets by the Company or its Subsidiary Guarantors could reduce the pool of assets
securing the 9.875% notes and related guarantees.
 pari passu
  14




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The rights of holders of the 9.875% notes with respect to the collateral are substantially
limited by the terms of the intercreditor agreement.
  There are circumstances other than repayment or discharge of the 9.875% notes under which the
collateral securing the 9.875% notes and related subsidiary guarantees will be released
automatically, without the consent of the collateral agent for, or the holders of, the 9.875%
notes, and the holders of the 9.875% notes may not realize any payment upon disposition of such
collateral.
   As a result of the intercreditor agreement, the rights that would otherwise be available to
holders of the 9.875% notes as creditors are substantially limited, especially in circumstances
where the Company becomes insolvent. The terms and provisions of the intercreditor agreement could
adversely affect the rights of holders of the 9.875% notes as creditors.
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The 9.875% notes indenture permits certain additional indebtedness that is permitted to be
incurred under the debt incurrence covenant to be secured by an equal and ratable lien on the
collateral. The value of the rights of holders of the 9.875% notes to the collateral would be
reduced by any increase in the indebtedness secured by the collateral.
    Rights of holders of the 9.875% notes in the collateral may be adversely affected by
bankruptcy proceedings.
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In the event of a bankruptcy of any of the Issuers or Subsidiary Guarantors of the 9.875%
notes, holders of the 9.875% notes may be deemed to have an unsecured claim to the extent that the
Issuers obligations in respect of the 9.875% notes exceed the fair market value of the collateral
securing such notes.
   Any future pledge of collateral might be avoidable by a trustee in bankruptcy.
  The 9.875% notes are structurally subordinated to the obligations of the Companys
non-guarantor subsidiaries. The right of holders of the 9.875% notes to receive payments on such
notes could be adversely affected if any of the Companys non-guarantor subsidiaries declares
bankruptcy, liquidates or reorganizes.
   17




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Rights of holders of the 9.875% notes in the collateral may be adversely affected by the
failure to perfect security interests in certain collateral acquired in the future.
  The collateral is subject to casualty risks.
   Federal and state environmental laws may decrease the value of the collateral securing the
9.875% notes and may result in holders of the 9.875% notes being liable for environmental cleanup
costs at the Companys facilities.
     18




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The indenture for the Companys 9.875% notes, the ABL Facility and the terms of the debt of
AMH and AMH II impose significant operating and financial restrictions on the Company.
  
    
    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.
     19




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The Company may not have sufficient cash flows from operating activities to service its
indebtedness and meet other cash needs, and may be forced to take other actions to satisfy its
obligations under its indebtedness, which may not be successful.
    Continued disruption in the financial markets could negatively affect the Company.
   20




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The Company has substantial fixed costs and, as a result, operating income is sensitive to
changes in net sales.
  Changes in raw material costs and availability can adversely affect the Companys profit
margins.
  The Companys business is seasonal and can be affected by inclement weather conditions which
could affect the timing of the demand for the Companys products and cause reduced profit margins
when such conditions exist.
   The Companys industry is highly competitive.
  The Company has significant goodwill and other intangible assets, which if impaired, could
require the Company to incur significant charges.
   21




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The Company is subject to foreign exchange risk as a result of exposures to changes in
currency exchange rates between the United States and Canada.
  The Company is controlled by affiliates of Harvest Partners, L.P. (Harvest Partners) and
Investcorp S.A. (Investcorp) whose interests may be different than other investors.
  The Company could face potential product liability claims relating to products it manufactures
or distributes.
  The Company may incur significant, unanticipated warranty claims.
   22




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A material weakness in the Companys internal control over financial reporting was identified
in connection with the Companys financial statements for the year ended January 2, 2010. Material
weaknesses in the Companys internal control over financial reporting were previously identified in
connection with the Companys financial statements for the second quarter ended July 4, 2009 and
remediated prior to the fiscal year end. If the Company fails to maintain effective internal
control over financial reporting at a reasonable assurance level, the Company may not be able to
accurately report its financial results or prevent fraud, which could have a material adverse
effect on its operations, investor confidence in its business and the trading prices of its
securities.
        23




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The Company is subject to various environmental statutes and regulations, which may result in
significant costs.
   Legislative or regulatory initiatives related to global warming / climate change concerns may
negatively impact the Companys business.
   Declining returns in the investment portfolio of the Companys defined benefit pension plans
and changes in actuarial assumptions could increase the volatility in the Companys pension expense
and require it to increase cash contributions to the plans.
   24




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ITEM 1B . UNRESOLVED STAFF COMMENTS
  
 
 ITEM 2 . PROPERTIES
  Location
    
    Principal Use
    
    Square FeetCuyahoga Falls, Ohio
    
    Corporate Headquarters
    
    
    70,000Cuyahoga Falls, Ohio
    
    Vinyl Windows, Vinyl Fencing and Railing
    
    
    577,000Bothell, Washington
    
    Vinyl Windows
    
    
    159,000
    (1)Yuma, Arizona
    
    Vinyl Windows
    
    
    223,000
    (1)(4)Cedar Rapids, Iowa
    
    Vinyl Windows
    
    
    259,000
    (1)Kinston, North Carolina
    
    Vinyl Windows
    
    
    319,000
    (1)London, Ontario
    
    Vinyl Windows
    
    
    60,000Burlington, Ontario
    
    Vinyl Siding Products
    
    
    394,000
    (2)Ennis, Texas
    
    Vinyl Siding Products
    
    
    538,000
    (3)West Salem, Ohio
    
    Vinyl Window Extrusions, Vinyl Fencing and Railing
    
    
    173,000Pointe Claire, Quebec
    
    Metal Products
    
    
    289,000Woodbridge, New Jersey
    
    Metal Products
    
    
    318,000
    (1)Ashtabula, Ohio
    
    Distribution Center
    
    
    297,000
    (1)
 
 (1)
    
    Leased facilities.(2)
    
    The Company leases a portion of its warehouse space in this facility.(3)
    
    Includes a 237,000 square foot warehouse that was built during 2005 and is leased. The
Company owns the remainder of the facility.(4)
    
    The land for this facility is owned by the Company, but the Company leases the use of the
building.      25




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ITEM 3. LEGAL PROCEEDINGS
      26




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PART II
 
 
 ITEM 5. MARKET FOR REGISTRANTS COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF
EQUITY SECURITIES
 MARKET INFORMATION
  HOLDERS
  DIVIDENDS
   SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS
  RECENT SALES OF UNREGISTERED SECURITIES
  PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASERS
   27




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ITEM 6. SELECTED FINANCIAL DATA
  Years EndedJanuary 2,
    
    
    January 3,
    
    
    December 29,
    
    
    December 30,
    
    
    December 31,(in thousands)
    
    2010
    
    
    2009
    
    
    2007
    
    
    2006
    
    
    2005Income Statement Data:Net sales
    
    $
    1,046,107
    
    
    $
    1,133,956
    
    
    $
    1,204,056
    
    
    $
    1,250,054
    
    
    $
    1,173,591Cost of sales
    
    
    765,691
    
    
    
    859,107
    
    
    
    899,839
    
    
    
    947,776
    
    
    
    906,267Gross profit
    
    
    280,416
    
    
    
    274,849
    
    
    
    304,217
    
    
    
    302,278
    
    
    
    267,324Selling, general and administrative
expenses
    
    
    204,610
    
    
    
    212,025
    
    
    
    208,001
    
    
    
    203,844
    
    
    
    198,493Manufacturing restructuring costs (1)
    
    
    5,255
    
    
    
    1,783
    
    
    
    
    
    
    
    
    
    
    
    Impairment of long-lived assets (2)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    3,423
    
    
    
    Facility closure costs, net (3)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (92
    )
    
    
    3,956Income from operations
    
    
    70,551
    
    
    
    61,041
    
    
    
    96,216
    
    
    
    95,103
    
    
    
    64,875Interest expense, net (4)
    
    
    22,751
    
    
    
    24,307
    
    
    
    27,943
    
    
    
    32,413
    
    
    
    31,922Loss on debt extinguishment (5)
    
    
    8,779
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Foreign currency (gain) loss
    
    
    (184
    )
    
    
    1,809
    
    
    
    (227
    )
    
    
    (703
    )
    
    
    781Income before income taxes
    
    
    39,205
    
    
    
    34,925
    
    
    
    68,500
    
    
    
    63,393
    
    
    
    32,172Income taxes
    
    
    15,132
    
    
    
    13,689
    
    
    
    28,845
    
    
    
    30,096
    
    
    
    9,709Net income
    
    $
    24,073
    
    
    $
    21,236
    
    
    $
    39,655
    
    
    $
    33,297
    
    
    $
    22,463Other Data:Depreciation and amortization
    
    $
    22,169
    
    
    $
    22,698
    
    
    $
    22,062
    
    
    $
    22,147
    
    
    $
    20,475EBITDA (6)
    
    
    84,125
    
    
    
    81,930
    
    
    
    118,505
    
    
    
    117,953
    
    
    
    84,569Adjusted EBITDA (6)
    
    
    100,490
    
    
    
    86,876
    
    
    
    121,833
    
    
    
    123,896
    
    
    
    92,844Net cash provided by
operating activities
    
    
    146,130
    
    
    
    16,262
    
    
    
    71,351
    
    
    
    68,300
    
    
    
    47,897Capital expenditures
    
    
    (8,733
    )
    
    
    (11,498
    )
    
    
    (12,393
    )
    
    
    (14,648
    )
    
    
    (20,959
    )Net cash used in investing activities
    
    
    (35,552
    )
    
    
    (11,473
    )
    
    
    (13,175
    )
    
    
    (11,740
    )
    
    
    (20,877
    )Net cash used in financing activities
    
    
    (62,998
    )
    
    
    (18,682
    )
    
    
    (53,018
    )
    
    
    (53,863
    )
    
    
    (72,882
    )Balance Sheet Data (end of period):Cash and cash equivalents
    
    $
    55,855
    
    
    $
    6,709
    
    
    $
    21,603
    
    
    $
    15,015
    
    
    $
    12,300Working capital
    
    
    132,067
    
    
    
    162,149
    
    
    
    157,550
    
    
    
    151,022
    
    
    
    154,536Total assets
    
    
    786,797
    
    
    
    745,289
    
    
    
    793,939
    
    
    
    786,331
    
    
    
    817,597Long-term debt, less current maturities
    
    
    207,552
    
    
    
    221,000
    
    
    
    226,000
    
    
    
    271,000
    
    
    
    317,000Members equity
    
    
    303,488
    
    
    
    298,930
    
    
    
    308,097
    
    
    
    266,074
    
    
    
    244,501
 
 (1)
    
    During the first quarter of 2008, the Company committed to, and subsequently completed,
relocating a portion of its vinyl siding production from Ennis, Texas to its vinyl
manufacturing facilities in West Salem, Ohio and Burlington, Ontario. In addition, during
2008, the Company transitioned the majority of distribution of its U.S. vinyl siding products
to a center located in Ashtabula, Ohio and committed to a plan to discontinue use of its
warehouse facility adjacent to its Ennis, Texas vinyl manufacturing facility. For the fiscal
year ended January 3, 2009, the amount represents asset impairment costs, costs incurred to
relocate manufacturing equipment and costs associated with the transition of distribution
operations. In addition, the Company recorded $0.9 million of inventory markdown costs
associated with these restructuring costs within cost of sales in the statement of operations
during the second quarter of 2008. The Company discontinued its use of the warehouse facility
adjacent to the Ennis manufacturing plant during the second quarter of 2009. As a result, the
related lease costs associated with the discontinued use of the warehouse facility were
recorded as a restructuring charge of approximately $5.3 million for the fiscal year ended
January 2, 2010.(2)
    
    The Company recorded an impairment charge of $2.6 million against certain machinery and
equipment, trademarks, and patents used to manufacture its fence and rail products during 2006
as their carrying values exceed their fair value. In addition, due to changes in the Companys
information technology and business strategies, $0.8 million of software and other equipment
was considered impaired.  28




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(3)
    
    Represents one-time costs associated with the closure of the Freeport, Texas manufacturing
facility consisting primarily of relocation costs for certain equipment of approximately $1.9
million, inventory relocation costs of approximately $1.5 million, facility shut down costs of
approximately $0.4 million and contract termination costs of approximately $0.2 million for
the year ended December 31, 2005. Amounts recorded during 2006 resulted in a net gain of
approximately $0.1 million, including the gain realized upon the final sale of the facility,
partially offset by other non-recurring expenses associated with the closure of the facility.(4)
    
    The year ended January 3, 2009 includes the write-off of $1.3 million of deferred financing
costs related to the Companys prior credit facility that was replaced by the ABL Facility in
2008.(5)
    
    Represents debt extinguishment costs, including call premiums of approximately $2.9 million,
interest from November 5, 2009 to December 7, 2009 (the redemption date of the 9 3/4% Senior
Subordinated Notes due 2012 (the 9.75% notes) and the 15% Senior Subordinated Notes due 2012
(the 15% notes)) of approximately $1.6 million and the write-off of the remaining
unamortized financing costs of approximately $4.2 million, incurred with the redemption of the
Companys previously outstanding 9.75% notes and 15% notes and the issuance of the Companys
new 9.875% notes.(6)
    
    EBITDA is calculated as net income plus interest, taxes, depreciation and amortization.
Adjusted EBITDA excludes certain items. The Company considers EBITDA and adjusted EBITDA to be
important indicators of its operational strength and performance of its business. The Company
has included adjusted EBITDA because it is a key financial measure used by management to (i)
assess the Companys ability to service its debt and / or incur debt and meet the Companys
capital expenditure requirements; (ii) internally measure the Companys operating performance;
and (iii) determine the Companys incentive compensation programs. In addition, the Companys
ABL Facility has certain covenants that apply ratios utilizing this measure of adjusted
EBITDA. EBITDA and adjusted EBITDA have not been prepared in accordance with U.S. generally
accepted accounting principles (GAAP). Adjusted EBITDA as presented by the Company may not
be comparable to similarly titled measures reported by other companies. EBITDA and adjusted
EBITDA are not measures determined in accordance with GAAP and should not be considered as an
alternative to, or more meaningful than, net income (as determined in accordance with GAAP) as
a measure of the Companys operating results or cash flows from operations (as determined in
accordance with GAAP) as a measure of the Companys liquidity.  Years EndedJanuary 2,
    
    
    January 3,
    
    
    December 29,
    
    
    December 30,
    
    
    December 31,2010
    
    
    2009
    
    
    2007
    
    
    2006
    
    
    2005Net income
    
    $
    24,073
    
    
    $
    21,236
    
    
    $
    39,655
    
    
    $
    33,297
    
    
    $
    22,463Interest expense, net
    
    
    22,751
    
    
    
    24,307
    
    
    
    27,943
    
    
    
    32,413
    
    
    
    31,922Income taxes
    
    
    15,132
    
    
    
    13,689
    
    
    
    28,845
    
    
    
    30,096
    
    
    
    9,709Depreciation and amortization
    
    
    22,169
    
    
    
    22,698
    
    
    
    22,062
    
    
    
    22,147
    
    
    
    20,475EBITDA
    
    
    84,125
    
    
    
    81,930
    
    
    
    118,505
    
    
    
    117,953
    
    
    
    84,569Debt extinguishment costs (i)
    
    
    8,779
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Manufacturing restructuring costs (ii)
    
    
    5,255
    
    
    
    2,642
    
    
    
    
    
    
    
    
    
    
    
    Employee termination costs (iii)
    
    
    1,182
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Tax restructuring costs (iv)
    
    
    507
    
    
    
    
    
    
    
    961
    
    
    
    
    
    
    
    Amortization of management fee (v)
    
    
    500
    
    
    
    500
    
    
    
    500
    
    
    
    500
    
    
    
    4,000Bank audit fees (vi)
    
    
    142
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Loss upon disposal of assets other than by sale (vii)
    
    
    
    
    
    
    1,804
    
    
    
    
    
    
    
    
    
    
    
    Transaction costs (viii)
    
    
    
    
    
    
    
    
    
    
    1,168
    
    
    
    
    
    
    
    Stock compensation expense
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    27
    
    
    
    319Facility closure costs, net (ix)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (92
    )
    
    
    3,956Impairment charges (x)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    3,423
    
    
    
    Separation costs (xi)
    
    
    
    
    
    
    
    
    
    
    699
    
    
    
    2,085
    
    
    
    Adjusted EBITDA (xii)
    
    $
    100,490
    
    
    $
    86,876
    
    
    $
    121,833
    
    
    $
    123,896
    
    
    $
    92,844
 
 (i)
    
    Represents debt extinguishment costs, including call premiums of approximately $2.9 million,
interest from November 5, 2009 to December 7, 2009 (the redemption date of the 9.75% notes and
15% notes) of approximately $1.6 million and the write-off of the remaining unamortized
financing costs of approximately $4.2 million, incurred with the redemption of the Companys
previously outstanding 9.75% notes and 15% notes and the issuance of the Companys new 9.875%
notes.  29




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##### Table of Contents



(ii)
    
    During the first quarter of 2008, the Company committed to, and subsequently completed,
relocating a portion of its vinyl siding production from Ennis, Texas to its vinyl
manufacturing facilities in West Salem, Ohio and Burlington, Ontario. In addition, during
2008, the Company transitioned the majority of distribution of its U.S. vinyl siding products
to a center located in Ashtabula, Ohio and committed to a plan to discontinue use of its
warehouse facility adjacent to its Ennis, Texas vinyl manufacturing facility. For the fiscal
year ended January 3, 2009, the amount represents asset impairment costs, costs incurred to
relocate manufacturing equipment and costs associated with the transition of distribution
operations. In addition, the Company recorded $0.9 million of inventory markdown costs
associated with these restructuring costs within cost of sales in the statement of operations
during the second quarter of 2008. The Company discontinued its use of the warehouse facility
adjacent to the Ennis manufacturing plant during the second quarter of 2009. As a result, the
related lease costs associated with the discontinued use of the warehouse facility were
recorded as a restructuring charge of approximately $5.3 million for the fiscal year ended
January 2, 2010.(iii)
    
    During 2009, the Company recorded employee
termination costs as a result of workforce reductions in connection with the Companys overall
cost reduction initiatives.(iv)
    
    Represents legal and accounting fees incurred in connection with tax restructuring projects.(v)
    
    Represents amortization of a prepaid management fee paid to Investcorp International Inc. in
connection with the December 2004 recapitalization transaction.(vi)
    
    Represents bank audit fees incurred under the Companys ABL Facility.(vii)
    
    As part of the Companys ongoing efforts to improve its internal controls, the Company
enhanced its controls surrounding the physical verification of property, plant and equipment
during the second quarter of 2008. The amount recorded represents the loss upon disposal of
assets other than by sale as a result of executing these enhanced controls.(viii)
    
    Represents legal and accounting fees incurred in connection with an unsuccessful bid for an
acquisition target.(ix)
    
    Fiscal year 2006 represents net gain of approximately $0.1 million, including the gain
realized upon the final sale of the Freeport, Texas facility, partially offset by other
non-recurring expenses associated with the closure of the facility. Fiscal year 2005
represents one-time costs associated with the closure of the Freeport, Texas manufacturing
facility consisting primarily of asset write-downs and equipment relocation expenses.(x)
    
    Based on current and projected operating results for its vinyl fencing and railing
product lines, the Company concluded that certain machinery and equipment, trademarks, and
patents used to manufacture these products were impaired during the fourth quarter of 2006 as
their carrying values exceeded their fair value by $2.6 million. In addition, due to changes
in the Companys information technology and business strategies, $0.8 million of software and
other equipment was considered impaired.(xi)
    
    For the fiscal year ended December 29, 2007, amount represents separation costs, including
payroll taxes, related to the resignation of Mr. Deighton, former Chief Operating Officer of
the Company. For the fiscal year ended December 30, 2006, amount represents separation costs,
including payroll taxes and benefits, related to the resignation of Mr. Caporale, former
Chairman, President and Chief Executive Officer of the Company by mutual agreement with the
Board of Directors.(xii)
    
    For fiscal years 2007, 2006 and 2005, adjusted EBITDA amounts have been reclassified to
conform to the current years presentation, which, in conformity with the computation of
adjusted EBITDA under the Companys ABL Facility, excludes any adjustment for foreign currency
gain or loss.  30




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##### Table of Contents



ITEM 7 . MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
 OVERVIEW
 ® ® ®
    31




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32




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RESULTS OF OPERATIONS
  Years EndedJanuary 2,
    
    
    January 3,
    
    
    December 29,2010
    
    
    2009
    
    
    2007% of
    
    
    
    
    
    
    % of
    
    
    
    
    
    
    % ofNet
    
    
    
    
    
    
    Net
    
    
    
    
    
    
    NetAmount
    
    
    Sales
    
    
    Amount
    
    
    Sales
    
    
    Amount
    
    
    SalesNet sales
    
    $
    1,046,107
    
    
    
    100.0
    %
    
    $
    1,133,956
    
    
    
    100.0
    %
    
    $
    1,204,056
    
    
    
    100.0
    %Gross profit
    
    
    280,416
    
    
    
    26.8
    
    
    
    274,849
    
    
    
    24.2
    
    
    
    304,217
    
    
    
    25.3Selling, general and
administrative expense
    
    
    204,610
    
    
    
    19.6
    
    
    
    212,025
    
    
    
    18.7
    
    
    
    208,001
    
    
    
    17.3Manufacturing restructuring costs
    
    
    5,255
    
    
    
    0.5
    
    
    
    1,783
    
    
    
    0.2
    
    
    
    
    
    
    
    Income from operations
    
    
    70,551
    
    
    
    6.7
    
    
    
    61,041
    
    
    
    5.4
    
    
    
    96,216
    
    
    
    8.0Interest expense, net
    
    
    22,751
    
    
    
    
    
    
    
    24,307
    
    
    
    
    
    
    
    27,943Loss on debt extinguishment
    
    
    8,779
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Foreign currency (gain) loss
    
    
    (184
    )
    
    
    
    
    
    
    1,809
    
    
    
    
    
    
    
    (227
    )Income before income taxes
    
    
    39,205
    
    
    
    
    
    
    
    34,925
    
    
    
    
    
    
    
    68,500Income taxes
    
    
    15,132
    
    
    
    
    
    
    
    13,689
    
    
    
    
    
    
    
    28,845Net income
    
    $
    24,073
    
    
    
    
    
    
    $
    21,236
    
    
    
    
    
    
    $
    39,655Other Data:EBITDA (1)
    
    $
    84,125
    
    
    
    
    
    
    $
    81,930
    
    
    
    
    
    
    $
    118,505Adjusted EBITDA (1)
    
    
    100,490
    
    
    
    
    
    
    
    86,876
    
    
    
    
    
    
    
    121,833Depreciation and amortization
    
    
    22,169
    
    
    
    
    
    
    
    22,698
    
    
    
    
    
    
    
    22,062Capital expenditures
    
    
    (8,733
    )
    
    
    
    
    
    
    (11,498
    )
    
    
    
    
    
    
    (12,393
    )
  Years EndedJanuary 2,
    
    
    January 3,
    
    
    December 29,2010
    
    
    2009
    
    
    2007Vinyl windows
    
    $
    389,293
    
    
    $
    380,260
    
    
    $
    410,164Vinyl siding products
    
    
    210,212
    
    
    
    254,563
    
    
    
    285,303Metal products
    
    
    167,749
    
    
    
    213,163
    
    
    
    225,846Third-party manufactured products
    
    
    210,806
    
    
    
    210,633
    
    
    
    205,445Other products and services
    
    
    68,047
    
    
    
    75,337
    
    
    
    77,298$
    1,046,107
    
    
    $
    1,133,956
    
    
    $
    1,204,056
 
 (1)
    
    EBITDA is calculated as net income plus interest, taxes, depreciation and amortization.
Adjusted EBITDA excludes certain items. The Company considers EBITDA and adjusted EBITDA to
be important indicators of its operational strength and performance of its business. The
Company has included adjusted EBITDA because it is a key financial measure used by
management to (i) assess the Companys ability to service its debt and / or incur debt and
meet the Companys capital expenditure requirements; (ii) internally measure the Companys
operating performance; and (iii) determine the Companys incentive compensation programs.
In addition, the Companys ABL Facility has certain covenants that apply ratios utilizing
this measure of adjusted EBITDA. EBITDA and adjusted EBITDA have not been prepared in
accordance with U.S. generally accepted accounting principles (GAAP). Adjusted EBITDA as
presented by the Company may not be comparable to similarly titled measures reported by
other companies. EBITDA and adjusted EBITDA are not measures determined in accordance with
GAAP and should not be considered as an alternative to, or more meaningful than, net income
(as determined in accordance with GAAP) as a measure of the Companys operating results or
cash flows from operations (as determined in accordance with GAAP) as a measure of the
Companys liquidity.
  33




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##### Table of Contents



Years EndedJanuary 2,
    
    
    January 3,
    
    
    December 29,2010
    
    
    2009
    
    
    2007Net income
    
    $
    24,073
    
    
    $
    21,236
    
    
    $
    39,655Interest expense, net
    
    
    22,751
    
    
    
    24,307
    
    
    
    27,943Income taxes
    
    
    15,132
    
    
    
    13,689
    
    
    
    28,845Depreciation and amortization
    
    
    22,169
    
    
    
    22,698
    
    
    
    22,062EBITDA
    
    
    84,125
    
    
    
    81,930
    
    
    
    118,505Debt extinguishment costs (i)
    
    
    8,779
    
    
    
    
    
    
    
    Manufacturing restructuring costs (ii)
    
    
    5,255
    
    
    
    2,642
    
    
    
    Employee termination costs (iii)
    
    
    1,182
    
    
    
    
    
    
    
    Tax restructuring costs (iv)
    
    
    507
    
    
    
    
    
    
    
    961Amortization of management fee (v)
    
    
    500
    
    
    
    500
    
    
    
    500Bank audit fees (vi)
    
    
    142
    
    
    
    
    
    
    
    Loss upon disposal of assets other than by sale (vii)
    
    
    
    
    
    
    1,804
    
    
    
    Transaction costs (viii)
    
    
    
    
    
    
    
    
    
    
    1,168Separation costs (ix)
    
    
    
    
    
    
    
    
    
    
    699Adjusted EBITDA (x)
    
    $
    100,490
    
    
    $
    86,876
    
    
    $
    121,833
 
 (i)
    
    Represents debt extinguishment costs, including call premiums of approximately $2.9 million,
interest from November 5, 2009 to December 7, 2009 (the redemption date of the 9 3/4% Senior
Subordinated Notes due 2012 (the 9.75% notes) and the 15% Senior Subordinated Notes due 2012
(the 15% notes)) of approximately $1.6 million and the write-off of the remaining
unamortized financing costs of approximately $4.2 million, incurred with the redemption of the
Companys previously outstanding 9.75% notes and 15% notes and the issuance of the Companys
new 9.875% Senior Secured Second Lien Notes due 2016 (the 9.875% notes).(ii)
    
    During the first quarter of 2008, the Company committed to, and subsequently completed,
relocating a portion of its vinyl siding production from Ennis, Texas to its vinyl
manufacturing facilities in West Salem, Ohio and Burlington, Ontario. In addition, during
2008, the Company transitioned the majority of distribution of its U.S. vinyl siding products
to a center located in Ashtabula, Ohio and committed to a plan to discontinue use of its
warehouse facility adjacent to its Ennis, Texas vinyl manufacturing facility. For the fiscal
year ended January 3, 2009, the amount represents asset impairment costs, costs incurred to
relocate manufacturing equipment and costs associated with the transition of distribution
operations. In addition, the Company recorded $0.9 million of inventory markdown costs
associated with these restructuring costs within cost of sales in the statement of operations
during the second quarter of 2008. The Company discontinued its use of the warehouse facility
adjacent to the Ennis manufacturing plant during the second quarter of 2009. As a result, the
related lease costs associated with the discontinued use of the warehouse facility were
recorded as a restructuring charge of approximately $5.3 million for the fiscal year ended
January 2, 2010.(iii)
    
    During 2009, the Company recorded employee
termination costs as a result of workforce reductions in connection with the Companys overall
cost reduction initiatives.(iv)
    
    Represents legal and accounting fees incurred in connection with tax restructuring projects.(v)
    
    Represents amortization of a prepaid management fee paid to Investcorp International Inc. in
connection with the December 2004 recapitalization transaction.(vi)
    
    Represents bank audit fees incurred under the Companys ABL Facility.(vii)
    
    As part of the Companys ongoing efforts to improve its internal controls, the Company
enhanced its controls surrounding the physical verification of property, plant and equipment
during the second quarter of 2008. The
amount recorded represents the loss upon disposal of assets other than by sale as a result of
executing these enhanced controls.  34




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##### Table of Contents



(viii)
    
    Represents legal and accounting fees incurred in connection with an unsuccessful bid for an
acquisition target.(ix)
    
    Amount represents separation costs, including payroll taxes, related to the resignation of
Mr. Deighton, former Chief Operating Officer of the Company.(x)
    
    The fiscal year 2007 adjusted EBITDA amount has been reclassified to conform to the current
years presentation, which, in conformity with the computation of adjusted EBITDA under the
Companys ABL Facility, excludes any adjustment for foreign currency gain or loss. YEAR ENDED JANUARY 2, 2010 COMPARED TO YEAR ENDED JANUARY 3, 2009
        35




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##### Table of Contents



YEAR ENDED JANUARY 3, 2009 COMPARED TO YEAR ENDED DECEMBER 29, 2007
        36




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##### Table of Contents



QUARTERLY FINANCIAL DATA
   Three Months EndedApril 4
    
    
    July 4
    
    
    October 3
    
    
    January 22009Net sales
    
    $
    172,332
    
    
    $
    274,969
    
    
    $
    324,807
    
    
    $
    273,999Gross profit
    
    
    30,253
    
    
    
    77,981
    
    
    
    97,809
    
    
    
    74,373Selling, general and administrative expenses (1)
    
    
    48,498
    
    
    
    51,297
    
    
    
    53,323
    
    
    
    51,492Income (loss) from operations
    
    
    (18,245
    )
    
    
    21,429
    
    
    
    44,486
    
    
    
    22,881Net income (loss)
    
    
    (14,465
    )
    
    
    10,073
    
    
    
    22,931
    
    
    
    5,534
 Three Months EndedMarch 29
    
    
    June 28
    
    
    September 27
    
    
    January 32008Net sales
    
    $
    200,878
    
    
    $
    314,812
    
    
    $
    342,678
    
    
    $
    275,588Gross profit
    
    
    44,613
    
    
    
    78,992
    
    
    
    86,586
    
    
    
    64,658Selling, general and administrative expenses (2)
    
    
    50,128
    
    
    
    52,862
    
    
    
    55,898
    
    
    
    53,137Income (loss) from operations
    
    
    (6,360
    )
    
    
    25,192
    
    
    
    30,688
    
    
    
    11,521Net income (loss)
    
    
    (7,753
    )
    
    
    12,041
    
    
    
    15,490
    
    
    
    1,458
 
 (1)
    
    Selling, general and administrative expenses include employee termination costs of $1.2
million, tax restructuring costs of $0.5 million and bank audit fees of $0.1 million.(2)
    
    Selling, general and administrative expenses include a loss upon the disposal of assets
other than by sale of $1.8 million.  37




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##### Table of Contents



LIQUIDITY AND CAPITAL RESOURCES
  Years EndedJanuary 2,
    
    
    January 3,
    
    
    December 29,2010
    
    
    2009
    
    
    2007Net cash provided by operating activities
    
    $
    146,130
    
    
    $
    16,262
    
    
    $
    71,351Net cash used in investing activities
    
    
    (35,552
    )
    
    
    (11,473
    )
    
    
    (13,175
    )Net cash used in financing activities
    
    
    (62,998
    )
    
    
    (18,682
    )
    
    
    (53,018
    )
 CASH FLOWS
  CASH FLOWS FROM OPERATING ACTIVITIES
   CASH FLOWS FROM INVESTING ACTIVITIES
     38




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##### Table of Contents



CASH FLOWS FROM FINANCING ACTIVITIES
     DESCRIPTION OF THE COMPANYS OUTSTANDING INDEBTEDNESS
  ABL Facility
 General.
   39




---



##### Table of Contents



Covenants
   40




---



##### Table of Contents




    
    excess availability under the ABL Facility exceeds $45.0 million for the total
facility, and $24.8 million and $9.0 million for the U.S. and Canadian facilities,
respectively, if the fixed asset availability (as defined) is greater than zero; or if
the fixed asset availability is equal to zero, $33.8 million for the total facility,
and $20.6 million and $7.5 million for the U.S. and Canadian facilities, respectively;
    
    the consolidated EBITDA (as defined under the ABL Facility) of Holdings and its
subsidiaries in the most recent fiscal quarter for which financial statements have been
delivered (or, if such quarter is the first fiscal quarter of Holdings and its
subsidiaries of such year, then the fiscal quarter immediately preceding such quarter)
is at least 50% of the consolidated EBITDA of such entities for the same quarter in the
prior year; and
    
    no default has occurred and is continuing under the ABL Facility.
   Events of Default
  9.875% Notes
 General.
   41




---



##### Table of Contents



Covenants.
   42




---



##### Table of Contents



pari passu
 .
 Events of default. pari
passu
 Change of control.
 Intercreditor Agreement
 pari passu pari passu pari passu
  43




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##### Table of Contents



Parent Company Indebtedness
  Troubled Debt
Restructurings by Debtors
    44




---



##### Table of Contents



POTENTIAL IMPLICATIONS OF CURRENT TRENDS AND CONDITIONS IN THE BUILDING PRODUCTS INDUSTRY ON
THE COMPANYS LIQUIDITY AND CAPITAL RESOURCES
     45




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CONTRACTUAL OBLIGATIONS
  Payments Due by PeriodAfterTotal
    
    
    2010
    
    
    2011
    
    
    2012
    
    
    2013
    
    
    2014
    
    
    2014Long-term debt (1)
    
    $
    210,000
    
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    10,000
    
    
    $
    
    
    
    $
    200,000Interest payments on 9.875% notes
    
    
    138,799
    
    
    
    20,299
    
    
    
    19,750
    
    
    
    19,750
    
    
    
    19,750
    
    
    
    19,750
    
    
    
    39,500Operating leases (2)
    
    
    146,149
    
    
    
    33,740
    
    
    
    28,748
    
    
    
    23,640
    
    
    
    19,510
    
    
    
    14,787
    
    
    
    25,724Expected pension contributions (3)
    
    
    40,985
    
    
    
    5,738
    
    
    
    9,498
    
    
    
    9,365
    
    
    
    8,672
    
    
    
    7,712
    
    
    
    
 
 (1)
    
    Represents principal amounts, but not interest. The Companys long-term debt consists of the
$10.0 million outstanding balance under the ABL Facility as of January 2, 2010 and the $200.0
million 9.875% notes. The Company is not able to estimate reasonably the cash payments for interest
associated with the ABL Facility due to the significant estimation required related to both market
rates as well as projected principal payments. The stated maturity date of the Companys 9.875%
notes is November 15,
2016. However, if AMHs 11.25% notes remain outstanding as of October 15, 2013, or if any
indebtedness incurred by the Company or any of its parent companies to refinance AMHs 11.25%
notes has a maturity date which is earlier than that of the Companys 9.875% notes, then the
Company will be required to redeem the entire principal amount outstanding of the 9.875% notes
no later than December 1, 2013. See Note 7 to the consolidated financial statements for
further details.(2)
    
    For additional information on the Companys operating leases, see Note 8 to the consolidated
financial statements.(3)
    
    Although subject to change, the amounts set forth in the table above represent the estimated
minimum funding requirements under current law. Due to uncertainties regarding significant
assumptions involved in estimating future required contributions to the Companys pension
plans, including: (i) interest rate levels, (ii) the amount and timing of asset returns, and
(iii) what, if any, changes may occur in pension funding legislation, the estimates in the
table may differ materially from actual future payments. The Company cannot reasonably
estimate payments beyond 2014.     46




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OFF-BALANCE SHEET ARRANGEMENTS
    RELATED PARTY TRANSACTIONS
     47




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##### Table of Contents



EFFECTS OF INFLATION
  RECENT ACCOUNTING PRONOUNCEMENTS
  APPLICATION OF CRITICAL ACCOUNTING POLICIES
   48




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##### Table of Contents



Revenue Recognition
   Accounts Receivable
 Inventories.
  49




---



##### Table of Contents



Goodwill and Other Intangible Assets. IntangiblesGoodwill and Other
     Pensions
 Product Warranty Costs and Service Returns
  50




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##### Table of Contents



CERTAIN FORWARD-LOOKING STATEMENTS
  
    
    the Companys operations and results of operations;
 
    
    further declines in home building and remodeling industries, economic conditions and
changes in interest rates, foreign currency exchange rates and other conditions;
 
    
    further deteriorations in availability of consumer credit, employment trends, levels of
consumer confidence and spending, and consumer preferences;
 
    
    changes in raw material costs and availability;
 
    
    market acceptance of price increases;
 
    
    further decline in national and regional trends in new housing starts and home
remodeling;
 
    
    changes in weather conditions;
 
    
    the Companys ability to comply with certain financial covenants in its ABL Facility
with Wells Fargo Securities, LLC (formerly known as Wachovia Capital Markets) and CIT
Capital Securities LLC, as joint lead arrangers, Wachovia Bank, N.A., as agent, and the
lenders party thereto and indenture governing its 9.875% notes;
 
    
    the Companys ability to make distributions, payments or loans to its parent companies
to allow them to make required payments on their debt;
 
    
    the ability of the Company and its parent companies to refinance indebtedness when
required;
 
    
    increases in competition from other manufacturers of vinyl and metal exterior
residential building products as well as alternative building products;
 
    
    further decline in market demand;
 
    
    increases in the Companys indebtedness;
 
    
    increases in costs of environmental compliance or environmental liabilities;
 
    
    increases in unanticipated warranty or product liability claims;
 
    
    increases in capital expenditure requirements; and
 
    
    the other factors discussed under Item 1A. Risk Factors and elsewhere in this report.
   51




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##### Table of Contents



ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
 INTEREST RATE RISK
   FOREIGN CURRENCY EXCHANGE RATE RISK
   COMMODITY PRICE RISK
   52




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##### Table of Contents



ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
 ASSOCIATED MATERIALS, LLC
 INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
 PageReports of Independent Registered Public Accounting Firms
    
    
    54Consolidated Balance Sheets as of January 2, 2010
and January 3, 2009
    
    
    56Consolidated Statements of Operations for the Years Ended January 2,
2010, January 3, 2009 and December 29, 2007
    
    
    57Consolidated Statements of Members Equity and Comprehensive Income
(Loss) for the Years Ended January 2, 2010, January 3, 2009 and
December 29, 2007
    
    
    58Consolidated Statements of Cash Flows for the Years Ended January 2,
2010, January 3, 2009 and December 29, 2007
    
    
    59Notes to Consolidated Financial Statements
    
    
    60
  53




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##### Table of Contents



REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
 
     
  54




---



##### Table of Contents



REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
 
     
  55




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##### Table of Contents



ASSOCIATED MATERIALS, LLC
 
   January 2,
    
    
    January 3,2010
    
    
    2009ASSETSCurrent assets:Cash and cash equivalents
    
    $
    55,855
    
    
    $
    6,709Accounts receivable, net of
allowance for doubtful accounts of
$8,015 at January 2, 2010 and
$13,160 at January 3, 2009
    
    
    114,355
    
    
    
    116,878Inventories
    
    
    115,394
    
    
    
    141,170Deferred income taxes
    
    
    8,646
    
    
    
    12,183Prepaid expenses
    
    
    8,945
    
    
    
    10,486Total current assets
    
    
    303,195
    
    
    
    287,426Property, plant and equipment, net
    
    
    109,037
    
    
    
    115,156Goodwill
    
    
    231,263
    
    
    
    231,358Other intangible assets, net
    
    
    96,081
    
    
    
    99,131Receivable from AMH II
    
    
    27,237
    
    
    
    Other assets
    
    
    19,984
    
    
    
    12,218Total assets
    
    $
    786,797
    
    
    $
    745,289LIABILITIES AND MEMBERS EQUITYCurrent liabilities:Accounts payable
    
    $
    87,580
    
    
    $
    54,520Payable to parent
    
    
    23,199
    
    
    
    9,326Accrued liabilities
    
    
    56,925
    
    
    
    54,449Deferred income taxes
    
    
    2,312
    
    
    
    Income taxes payable
    
    
    1,112
    
    
    
    6,982Total current liabilities
    
    
    171,128
    
    
    
    125,277Deferred income taxes
    
    
    43,303
    
    
    
    46,427Other liabilities
    
    
    61,326
    
    
    
    53,655Long-term debt
    
    
    207,552
    
    
    
    221,000Commitments and contingenciesMembers equity:Membership interest
    
    
    233,750
    
    
    
    233,750Accumulated other comprehensive loss
    
    
    (5,915
    )
    
    
    (14,913
    )Retained earnings
    
    
    75,653
    
    
    
    80,093Total members equity
    
    
    303,488
    
    
    
    298,930Total liabilities and members equity
    
    $
    786,797
    
    
    $
    745,289
   56




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##### Table of Contents



ASSOCIATED MATERIALS, LLC
 
   Years EndedJanuary 2,
    
    
    January 3,
    
    
    December 29,2010
    
    
    2009
    
    
    2007Net sales
    
    $
    1,046,107
    
    
    $
    1,133,956
    
    
    $
    1,204,056Cost of sales
    
    
    765,691
    
    
    
    859,107
    
    
    
    899,839Gross profit
    
    
    280,416
    
    
    
    274,849
    
    
    
    304,217Selling, general and administrative expenses
    
    
    204,610
    
    
    
    212,025
    
    
    
    208,001Manufacturing restructuring costs
    
    
    5,255
    
    
    
    1,783
    
    
    
    Income from operations
    
    
    70,551
    
    
    
    61,041
    
    
    
    96,216Interest expense, net
    
    
    22,751
    
    
    
    24,307
    
    
    
    27,943Loss on debt extinguishment
    
    
    8,779
    
    
    
    
    
    
    
    Foreign currency (gain) loss
    
    
    (184
    )
    
    
    1,809
    
    
    
    (227
    )Income before income taxes
    
    
    39,205
    
    
    
    34,925
    
    
    
    68,500Income taxes
    
    
    15,132
    
    
    
    13,689
    
    
    
    28,845Net income
    
    $
    24,073
    
    
    $
    21,236
    
    
    $
    39,655
   57




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##### Table of Contents



ASSOCIATED MATERIALS, LLC
 
    AccumulatedOtherCapital in
    
    
    
    
    
    
    Comprehensive
    
    
    TotalCommon Stock
    
    
    Members
    
    
    Excess
    
    
    Retained
    
    
    Income
    
    
    MembersShares
    
    
    Amount
    
    
    Interest
    
    
    Of Par
    
    
    Earnings
    
    
    (Loss)
    
    
    EquityBalance at December 30, 2006
    
    
    
    
    
    $
    
    
    
    $
    
    
    
    $
    233,750
    
    
    $
    35,531
    
    
    $
    (3,207
    )
    
    $
    266,074Comprehensive income:Net income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    39,655
    
    
    
    
    
    
    
    39,655Unrecognized prior
service cost and net
loss, net of tax
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (755
    )
    
    
    (755
    )Foreign currency
translation adjustments
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    11,141
    
    
    
    11,141Total comprehensive income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    50,041Conversion to limited
liability corporation
    
    
    
    
    
    
    
    
    
    
    233,750
    
    
    
    (233,750
    )
    
    
    
    
    
    
    
    
    
    
    Dividends to parent company
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (8,018
    )
    
    
    
    
    
    
    (8,018
    )Balance at December 29, 2007
    
    
    
    
    
    
    
    
    
    
    233,750
    
    
    
    
    
    
    
    67,168
    
    
    
    7,179
    
    
    
    308,097Comprehensive loss:Net income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    21,236
    
    
    
    
    
    
    
    21,236Unrecognized prior
service cost and net
loss, net of tax
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (5,477
    )
    
    
    (5,477
    )Foreign currency
translation adjustments
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (16,615
    )
    
    
    (16,615
    )Total comprehensive loss
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (856
    )Dividends to parent company
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (8,311
    )
    
    
    
    
    
    
    (8,311
    )Balance at January 3, 2009
    
    
    
    
    
    
    
    
    
    
    233,750
    
    
    
    
    
    
    
    80,093
    
    
    
    (14,913
    )
    
    
    298,930Comprehensive income:Net income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    24,073
    
    
    
    
    
    
    
    24,073Unrecognized prior
service cost and net
loss, net of tax
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (866
    )
    
    
    (866
    )Foreign currency
translation adjustments,
net of tax
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    9,864
    
    
    
    9,864Total comprehensive income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    33,071Dividends to parent company
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (28,513
    )
    
    
    
    
    
    
    (28,513
    )Balance at January 2, 2010
    
    
    
    
    
    $
    
    
    
    $
    233,750
    
    
    $
    
    
    
    $
    75,653
    
    
    $
    (5,915
    )
    
    $
    303,488
   58




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##### Table of Contents



ASSOCIATED MATERIALS, LLC
 
   Years EndedJanuary 2,
    
    
    January 3,
    
    
    December 29,2010
    
    
    2009
    
    
    2007OPERATING ACTIVITIESNet income
    
    $
    24,073
    
    
    $
    21,236
    
    
    $
    39,655Adjustments to reconcile net income to net cash provided by
operating activities:Depreciation and amortization
    
    
    22,169
    
    
    
    22,698
    
    
    
    22,062Deferred income taxes
    
    
    1,380
    
    
    
    (2,408
    )
    
    
    (1,310
    )Provision for losses on accounts receivable
    
    
    10,363
    
    
    
    8,000
    
    
    
    3,316Loss on sale or disposal of assets other than by sale
    
    
    509
    
    
    
    2,060
    
    
    
    481Loss on debt extinguishment
    
    
    8,779
    
    
    
    
    
    
    
    Non-cash interest income
    
    
    (418
    )
    
    
    
    
    
    
    Non-cash portion of manufacturing restructuring costs
    
    
    5,255
    
    
    
    1,577
    
    
    
    Amortization of deferred financing costs
    
    
    2,750
    
    
    
    3,358
    
    
    
    3,406Amortization of management fee
    
    
    500
    
    
    
    500
    
    
    
    500Changes in operating assets and liabilities, adjusted
for the effects of the acquisition of supply center:Accounts receivable
    
    
    (2,909
    )
    
    
    5,679
    
    
    
    (2,168
    )Inventories
    
    
    30,392
    
    
    
    (13,532
    )
    
    
    3,619Prepaid expenses
    
    
    1,326
    
    
    
    (391
    )
    
    
    (2,134
    )Accounts payable
    
    
    28,794
    
    
    
    (18,642
    )
    
    
    (2,474
    )Accrued liabilities
    
    
    199
    
    
    
    (8,567
    )
    
    
    (1,487
    )Income taxes receivable/payable and payable to parent
    
    
    8,391
    
    
    
    (430
    )
    
    
    7,576Other assets
    
    
    2,315
    
    
    
    (1,739
    )
    
    
    1,516Other liabilities
    
    
    2,262
    
    
    
    (3,137
    )
    
    
    (1,207
    )Net cash provided by operating activities
    
    
    146,130
    
    
    
    16,262
    
    
    
    71,351INVESTING ACTIVITIESAdditions to property, plant and equipment
    
    
    (8,733
    )
    
    
    (11,498
    )
    
    
    (12,393
    )AMH II intercompany loan
    
    
    (26,819
    )
    
    
    
    
    
    
    Acquisition of supply center
    
    
    
    
    
    
    
    
    
    
    (801
    )Proceeds from sale of assets
    
    
    
    
    
    
    25
    
    
    
    19Net cash used in investing activities
    
    
    (35,552
    )
    
    
    (11,473
    )
    
    
    (13,175
    )FINANCING ACTIVITIESNet (repayments) / borrowings under ABL Facility
    
    
    (46,000
    )
    
    
    56,000
    
    
    
    Repayments of term loan
    
    
    
    
    
    
    (61,000
    )
    
    
    (45,000
    )Issuance of senior notes
    
    
    217,514
    
    
    
    
    
    
    
    Cash paid to redeem senior notes
    
    
    (189,544
    )
    
    
    
    
    
    
    Financing costs
    
    
    (16,455
    )
    
    
    (5,371
    )
    
    
    Dividends paid
    
    
    (28,513
    )
    
    
    (8,311
    )
    
    
    (8,018
    )Net cash used in financing activities
    
    
    (62,998
    )
    
    
    (18,682
    )
    
    
    (53,018
    )Effect of exchange rate changes on cash and cash equivalents
    
    
    1,566
    
    
    
    (1,001
    )
    
    
    1,430Net increase (decrease) in cash and cash equivalents
    
    
    49,146
    
    
    
    (14,894
    )
    
    
    6,588Cash and cash equivalents at beginning of year
    
    
    6,709
    
    
    
    21,603
    
    
    
    15,015Cash and cash equivalents at end of year
    
    $
    55,855
    
    
    $
    6,709
    
    
    $
    21,603Supplemental Information:Cash paid for interest
    
    $
    20,646
    
    
    $
    21,091
    
    
    $
    24,741Cash paid for income taxes
    
    $
    6,064
    
    
    $
    16,860
    
    
    $
    22,594
   59




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##### Table of Contents



ASSOCIATED MATERIALS, LLC
 
  1. ACCOUNTING POLICIES
 NATURE OF OPERATIONS
  BASIS OF PRESENTATION
   PRINCIPLES OF CONSOLIDATION
  USE OF ESTIMATES
  REVENUE RECOGNITION
   60




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##### Table of Contents



CASH AND CASH EQUIVALENTS
  ACCOUNTS RECEIVABLE
  Years EndedJanuary 2,
    
    
    January 3,
    
    
    December 29,2010
    
    
    2009
    
    
    2007Balance at beginning of period
    
    $
    13,160
    
    
    $
    9,363
    
    
    $
    8,698Provision for losses
    
    
    10,363
    
    
    
    8,000
    
    
    
    3,316Losses sustained (net of recoveries)
    
    
    (15,508
    )
    
    
    (4,203
    )
    
    
    (2,651
    )Balance at end of period
    
    $
    8,015
    
    
    $
    13,160
    
    
    $
    9,363
 INVENTORIES
    61




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##### Table of Contents



PROPERTY, PLANT AND EQUIPMENT
  Building and improvements
    
    
    7 to 40 yearsComputer equipment
    
    
    3 to 5 yearsMachinery and equipment
    
    
    3 to 15 years
 LONG-LIVED ASSETS WITH DEPRECIABLE OR AMORTIZABLE LIVES
  GOODWILL AND OTHER INTANGIBLE ASSETS WITH INDEFINITE LIVES
 IntangiblesGoodwill and Other
 PRODUCT WARRANTY COSTS AND SERVICE RETURNS
   Years EndedJanuary 2,
    
    
    January 3,
    
    
    December 29,2010
    
    
    2009
    
    
    2007Balance at the beginning of the year
    
    $
    29,425
    
    
    $
    28,684
    
    
    $
    25,035Provision for warranties issued
    
    
    9,421
    
    
    
    8,658
    
    
    
    12,395Claims paid
    
    
    (6,603
    )
    
    
    (6,922
    )
    
    
    (9,570
    )Foreign currency translation
    
    
    773
    
    
    
    (995
    )
    
    
    824Balance at the end of the year
    
    $
    33,016
    
    
    $
    29,425
    
    
    $
    28,684
  62




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##### Table of Contents



INCOME TAXES
 Income Taxes
 DERIVATIVES AND HEDGING ACTIVITIES
 Derivatives and Hedging
 STOCK PLANS
 Compensation  Stock Compensation
 COST OF SALES AND SELLING, GENERAL AND ADMINISTRATIVE EXPENSES
    63




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##### Table of Contents



LEASE OBLIGATIONS
 .
 MARKETING AND ADVERTISING
  FOREIGN CURRENCY TRANSLATION
  RECENT ACCOUNTING PRONOUNCEMENTS
 The FASB Accounting Standards Codification and the
Hierarchy of Generally Accepted Accounting PrinciplesA Replacement of FASB Statement No. 162 Generally Accepted Accounting Principles
  Subsequent
Events (Topic 855) Amendments to Certain Recognition and Disclosure Requirements
  64




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##### Table of Contents



Multiple-Deliverable Revenue Arrangements  a
consensus of the FASB Emerging Issues Task Force Revenue
Recognition
 Fair Value Measurements and Disclosures (Topic
820) Measuring Liabilities at Fair Value Fair
Value Measurements and DisclosuresOverall
 Subsequent Events Subsequent Events
 Interim
Disclosures about Fair Value of Financial Instruments Financial
Instruments
 Compensation  Retirement Benefits
 Determination of the Useful Life of Intangible
Assets IntangiblesGoodwill and Other
 Business Combinations Business Combinations
  65




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##### Table of Contents



Fair Value Measurements Fair Value Measurements and Disclosures
 Level 1
    
    Unadjusted quoted prices in active markets for identical assets or liabilities.Level 2
    
    Unadjusted quoted prices in active markets for similar assets or liabilities, or
unadjusted quoted prices for identical or similar assets or liabilities in markets that are
not active, or inputs other than quoted prices that are observable for the asset or
liability.Level 3
    
    Unobservable inputs for the asset or liability.
  2. RELATED PARTIES
     66




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##### Table of Contents



3. INVENTORIES
  January 2,
    
    
    January 3,2010
    
    
    2009Raw materials
    
    $
    28,693
    
    
    $
    25,779Work-in-progress
    
    
    8,552
    
    
    
    17,316Finished goods and purchased stock
    
    
    78,149
    
    
    
    98,075$
    115,394
    
    
    $
    141,170
 4. GOODWILL AND OTHER INTANGIBLE ASSETS
  Average
    
    
    January 2, 2010
    
    
    January 3, 2009Amortization
    
    
    
    
    
    
    
    
    
    
    Net
    
    
    
    
    
    
    
    
    
    
    NetPeriod
    
    
    
    
    
    
    Accumulated
    
    
    Carrying
    
    
    
    
    
    
    Accumulated
    
    
    Carrying(In Years)
    
    
    Cost
    
    
    Amortization
    
    
    Value
    
    
    Cost
    
    
    Amortization
    
    
    ValueTrademarks
    
    
    15
    
    
    $
    28,070
    
    
    $
    14,087
    
    
    $
    13,983
    
    
    $
    28,070
    
    
    $
    12,187
    
    
    $
    15,883Patents
    
    
    10
    
    
    
    6,230
    
    
    
    4,781
    
    
    
    1,449
    
    
    
    6,230
    
    
    
    4,160
    
    
    
    2,070Customer base
    
    
    7
    
    
    
    5,137
    
    
    
    4,498
    
    
    
    639
    
    
    
    4,836
    
    
    
    3,668
    
    
    
    1,168Total amortized intangible assets
    
    
    
    
    
    
    39,437
    
    
    
    23,366
    
    
    
    16,071
    
    
    
    39,136
    
    
    
    20,015
    
    
    
    19,121Non-amortized trade names
    
    
    
    
    
    
    80,010
    
    
    
    
    
    
    
    80,010
    
    
    
    80,010
    
    
    
    
    
    
    
    80,010Total intangible assets
    
    
    
    
    
    $
    119,447
    
    
    $
    23,366
    
    
    $
    96,081
    
    
    $
    119,146
    
    
    $
    20,015
    
    
    $
    99,131
  67




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##### Table of Contents



® ® ®
  5. PROPERTY, PLANT AND EQUIPMENT
  January 2,
    
    
    January 3,2010
    
    
    2009Land
    
    $
    5,963
    
    
    $
    5,533Buildings
    
    
    59,277
    
    
    
    54,239Machinery and equipment
    
    
    144,866
    
    
    
    135,831Construction in process
    
    
    1,099
    
    
    
    1,065211,205
    
    
    
    196,668Less accumulated depreciation
    
    
    102,168
    
    
    
    81,512$
    109,037
    
    
    $
    115,156
   6. ACCRUED AND OTHER LIABILITIES
  January 2,
    
    
    January 3,2010
    
    
    2009Employee compensation
    
    $
    16,648
    
    
    $
    11,600Sales promotions and incentives
    
    
    14,810
    
    
    
    15,639Warranty reserves
    
    
    6,415
    
    
    
    7,288Employee benefits
    
    
    5,769
    
    
    
    6,314Interest
    
    
    3,235
    
    
    
    3,461Taxes other than income
    
    
    3,107
    
    
    
    3,507Other
    
    
    6,941
    
    
    
    6,640$
    56,925
    
    
    $
    54,449
  January 2,
    
    
    January 3,2010
    
    
    2009Pensions and other postretirement plans
    
    $
    30,099
    
    
    $
    29,291Warranty reserves
    
    
    26,601
    
    
    
    22,137Other
    
    
    4,626
    
    
    
    2,227$
    61,326
    
    
    $
    53,655
  68




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7. LONG-TERM DEBT
  January 2,
    
    
    January 3,2010
    
    
    20099.875% notes
    
    $
    197,552
    
    
    $
    9.75% notes
    
    
    
    
    
    
    165,000Borrowings under the ABL Facility
    
    
    10,000
    
    
    
    56,000Total long-term debt
    
    $
    207,552
    
    
    $
    221,000
 9.875%
Notes
      69




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ABL Facility
     70




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##### Table of Contents



Parent Company Indebtedness
  Troubled Debt Restructurings by Debtors
  71




---



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72




---



##### Table of Contents



8. COMMITMENTS AND CONTINGENCIES
  2010
    
    $
    33,7402011
    
    
    28,7482012
    
    
    23,6402013
    
    
    19,5102014
    
    
    14,787Thereafter
    
    
    25,724Total future minimum lease payments
    
    $
    146,149
      73




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9. INCOME TAXES
  Years EndedJanuary 2, 2010
    
    
    January 3, 2009
    
    
    December 29, 2007Current
    
    
    Deferred
    
    
    Current
    
    
    Deferred
    
    
    Current
    
    
    DeferredFederal
    
    $
    7,418
    
    
    $
    (942
    )
    
    $
    7,060
    
    
    $
    (2,358
    )
    
    $
    16,024
    
    
    $
    (2,419
    )State
    
    
    1,668
    
    
    
    58
    
    
    
    787
    
    
    
    (38
    )
    
    
    1,711
    
    
    
    544Foreign
    
    
    4,666
    
    
    
    2,264
    
    
    
    8,250
    
    
    
    (12
    )
    
    
    12,420
    
    
    
    565$
    13,752
    
    
    $
    1,380
    
    
    $
    16,097
    
    
    $
    (2,408
    )
    
    $
    30,155
    
    
    $
    (1,310
    )
   January 2,
    
    
    January 3,2010
    
    
    2009Deferred income tax assets:Medical benefits
    
    $
    2,152
    
    
    $
    2,120Bad debt expense
    
    
    3,322
    
    
    
    5,272Pension and other postretirement plans
    
    
    8,377
    
    
    
    8,478Inventory costs
    
    
    1,397
    
    
    
    1,832Interest
    
    
    
    
    
    
    890Warranty costs
    
    
    11,712
    
    
    
    10,709Net operating loss carryforwards
    
    
    
    
    
    
    554Foreign tax credit carryforwards
    
    
    8,427
    
    
    
    8,035Accrued expenses and other
    
    
    5,344
    
    
    
    3,254Total deferred income tax assets
    
    
    40,731
    
    
    
    41,144Valuation allowance
    
    
    (8,427
    )
    
    
    (8,035
    )Net deferred income tax assets
    
    
    32,304
    
    
    
    33,109Deferred income tax liabilities:Depreciation
    
    
    22,657
    
    
    
    24,113Intangible assets
    
    
    37,117
    
    
    
    38,250Tax liability on unremitted foreign earnings
    
    
    6,247
    
    
    
    4,990Other
    
    
    3,252
    
    
    
    Total deferred income tax liabilities
    
    
    69,273
    
    
    
    67,353Net deferred income tax liabilities
    
    $
    (36,969
    )
    
    $
    (34,244
    )
  74




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##### Table of Contents



Years EndedJanuary 2,
    
    
    January 3,
    
    
    December 29,2010
    
    
    2009
    
    
    2007Statutory rate
    
    
    35.0
    %
    
    
    35.0
    %
    
    
    35.0
    %State income tax, net of federal income tax benefit
    
    
    2.3
    
    
    
    1.4
    
    
    
    2.3Tax liability on remitted and unremitted foreign earnings
    
    
    1.1
    
    
    
    6.8
    
    
    
    7.3Foreign rate differential
    
    
    (2.0
    )
    
    
    (2.2
    )
    
    
    (0.2
    )Other
    
    
    2.2
    
    
    
    (1.8
    )
    
    
    (2.3
    )Effective rate
    
    
    38.6
    %
    
    
    39.2
    %
    
    
    42.1
    %
   January 2,
    
    
    January 3,
    
    
    December 29,2010
    
    
    2009
    
    
    2007Unrecognized tax benefits, beginning of year
    
    $
    914
    
    
    $
    513
    
    
    $
    1,596Gross increases for tax positions of prior years
    
    
    50
    
    
    
    914
    
    
    
    Gross decreases for tax positions of prior years
    
    
    
    
    
    
    
    
    
    
    (874
    )Settlements
    
    
    
    
    
    
    (513
    )
    
    
    (209
    )Unrecognized tax benefits, end of year
    
    $
    964
    
    
    $
    914
    
    
    $
    513
    75




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10. MEMBERS EQUITY
     January 2,
    
    
    January 3,
    
    
    December 29,2010
    
    
    2009
    
    
    2007Pension liability adjustments, net of tax
    
    $
    (18,806
    )
    
    $
    (17,940
    )
    
    $
    (12,463
    )Foreign currency translation adjustments, net of tax
    
    
    12,891
    
    
    
    3,027
    
    
    
    19,642Accumulated other comprehensive income (loss)
    
    $
    (5,915
    )
    
    $
    (14,913
    )
    
    $
    7,179
 11. STOCK PLANS
   76




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77




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Compensation  Stock Compensation
  Weighted
    
    
    RemainingAverage
    
    
    Contractual TermShares
    
    
    Exercise Price
    
    
    (years)Options outstanding December 30, 2006
    
    
    509,012
    
    
    $
    33.73Granted under 2004 Plan
    
    
    
    
    
    
    Exercised
    
    
    
    
    
    
    Expired or canceled
    
    
    (259,410
    )
    
    
    27.72Options outstanding December 29, 2007
    
    
    249,602
    
    
    
    39.97Granted under 2004 Plan
    
    
    287,455
    
    
    
    1.00Exercised
    
    
    
    
    
    
    Share exchange
    
    
    (165,971
    )
    
    
    46.59Expired or canceled
    
    
    (5,499
    )
    
    
    18.81Options outstanding January 3, 2009
    
    
    365,587
    
    
    
    6.64Granted under 2004 Plan
    
    
    34,853
    
    
    
    1.00Exercised
    
    
    
    
    
    
    Expired or canceled
    
    
    (52,769
    )
    
    
    3.33Options outstanding January 2, 2010
    
    
    347,671
    
    
    $
    6.58
    
    
    
    7.8Options exercisable January 2, 2010
    
    
    42,072
    
    
    $
    10.89
    
    
    
    5.4
   12. MANUFACTURING RESTRUCTURING COSTS
   78




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Year EndedJanuary 2, 2010Beginning liability
    
    $
    Additions
    
    
    5,332Accretion of related lease obligations
    
    
    76Payments
    
    
    (372
    )Ending liability as of January 2, 2010
    
    $
    5,036
  13. EMPLOYEE TERMINATION COSTS
  14. BUSINESS SEGMENTS
  Years EndedJanuary 2,
    
    
    January 3,
    
    
    December 29,2010
    
    
    2009
    
    
    2007Vinyl windows
    
    $
    389,293
    
    
    $
    380,260
    
    
    $
    410,164Vinyl siding products
    
    
    210,212
    
    
    
    254,563
    
    
    
    285,303Metal products
    
    
    167,749
    
    
    
    213,163
    
    
    
    225,846Third-party manufactured products
    
    
    210,806
    
    
    
    210,633
    
    
    
    205,445Other products and services
    
    
    68,047
    
    
    
    75,337
    
    
    
    77,298$
    1,046,107
    
    
    $
    1,133,956
    
    
    $
    1,204,056
   79




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##### Table of Contents



15. RETIREMENT PLANS
    80




---



##### Table of Contents



2009
    
    
    2008Domestic
    
    
    Foreign
    
    
    Domestic
    
    
    ForeignPlans
    
    
    Plans
    
    
    Plans
    
    
    PlansAccumulated Benefit Obligation
    
    $
    55,107
    
    
    $
    54,978
    
    
    $
    50,958
    
    
    $
    34,836Change In Projected Benefit ObligationProjected benefit obligation at beginning of year
    
    $
    51,093
    
    
    $
    39,218
    
    
    $
    51,464
    
    
    $
    57,188Service cost
    
    
    572
    
    
    
    1,440
    
    
    
    574
    
    
    
    2,073Interest cost
    
    
    3,127
    
    
    
    3,205
    
    
    
    2,973
    
    
    
    3,003Plan amendments
    
    
    
    
    
    
    267
    
    
    
    27
    
    
    
    Actuarial loss / (gain)
    
    
    3,257
    
    
    
    6,458
    
    
    
    (1,313
    )
    
    
    (11,770
    )Employee contributions
    
    
    
    
    
    
    360
    
    
    
    
    
    
    
    333Benefits paid
    
    
    (2,806
    )
    
    
    (2,767
    )
    
    
    (2,632
    )
    
    
    (1,567
    )Effect of foreign exchange
    
    
    
    
    
    
    6,797
    
    
    
    
    
    
    
    (10,042
    )Projected benefit obligation at end of year
    
    
    55,243
    
    
    
    54,978
    
    
    
    51,093
    
    
    
    39,218Change In Plan AssetsFair value of assets at beginning of year
    
    $
    31,946
    
    
    $
    34,768
    
    
    $
    40,712
    
    
    $
    47,517Actual return on plan assets
    
    
    7,513
    
    
    
    5,858
    
    
    
    (9,430
    )
    
    
    (6,764
    )Employer contributions
    
    
    1,787
    
    
    
    3,318
    
    
    
    3,296
    
    
    
    3,914Employee contributions
    
    
    
    
    
    
    360
    
    
    
    
    
    
    
    333Benefits paid
    
    
    (2,806
    )
    
    
    (2,767
    )
    
    
    (2,632
    )
    
    
    (1,567
    )Effect of foreign exchange
    
    
    
    
    
    
    5,938
    
    
    
    
    
    
    
    (8,665
    )Fair value of assets at end of year
    
    
    38,440
    
    
    
    47,475
    
    
    
    31,946
    
    
    
    34,768Funded status
    
    $
    (16,803
    )
    
    $
    (7,503
    )
    
    $
    (19,147
    )
    
    $
    (4,450
    )Amounts Recognized in Consolidated Balance SheetsNon-current liabilities
    
    $
    (16,803
    )
    
    $
    (7,503
    )
    
    $
    (19,147
    )
    
    $
    (4,450
    )
  2009
    
    
    2008Domestic
    
    
    Foreign
    
    
    Domestic
    
    
    ForeignPlans
    
    
    Plans
    
    
    Plans
    
    
    PlansDiscount rate
    
    
    5.77%
    
    
    
    6.25%
    
    
    
    6.28%
    
    
    
    7.36%Salary increases
    
    
    3.75%
    
    
    
    3.50%
    
    
    
    3.75%
    
    
    
    3.50%
  2009
    
    
    2008
    
    
    2007Domestic
    
    
    Foreign
    
    
    Domestic
    
    
    Foreign
    
    
    Domestic
    
    
    ForeignPlans
    
    
    Plans
    
    
    Plans
    
    
    Plans
    
    
    Plans
    
    
    PlansDiscount rate
    
    
    6.28%
    
    
    
    7.36%
    
    
    
    5.94%
    
    
    
    5.50%
    
    
    
    5.76%
    
    
    
    5.25%Long-term rate of return on assets
    
    
    8.50%
    
    
    
    7.00%
    
    
    
    8.50%
    
    
    
    7.00%
    
    
    
    8.50%
    
    
    
    7.75%Salary increases
    
    
    3.75%
    
    
    
    3.50%
    
    
    
    3.75%
    
    
    
    3.50%
    
    
    
    3.75%
    
    
    
    3.50%
   81




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##### Table of Contents



2009
    
    
    2008
    
    
    2007Domestic
    
    
    Foreign
    
    
    Domestic
    
    
    Foreign
    
    
    Domestic
    
    
    ForeignPlans
    
    
    Plans
    
    
    Plans
    
    
    Plans
    
    
    Plans
    
    
    PlansService cost
    
    $
    572
    
    
    $
    1,440
    
    
    $
    574
    
    
    $
    2,073
    
    
    $
    533
    
    
    $
    2,188Interest cost
    
    
    3,127
    
    
    
    3,205
    
    
    
    2,972
    
    
    
    3,003
    
    
    
    2,913
    
    
    
    2,813Expected return on assets
    
    
    (2,687
    )
    
    
    (2,701
    )
    
    
    (3,477
    )
    
    
    (3,514
    )
    
    
    (3,323
    )
    
    
    (3,342
    )Amortization of unrecognized:Prior service cost
    
    
    30
    
    
    
    40
    
    
    
    30
    
    
    
    31
    
    
    
    23
    
    
    
    31Cumulative net loss
    
    
    1,512
    
    
    
    58
    
    
    
    572
    
    
    
    96
    
    
    
    635
    
    
    
    19Net periodic pension cost
    
    $
    2,554
    
    
    $
    2,042
    
    
    $
    671
    
    
    $
    1,689
    
    
    $
    781
    
    
    $
    1,709
      82




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##### Table of Contents



December 31, 2009Quoted Prices in
    
    
    SignificantActive Markets for
    
    
    Other
    
    
    SignificantIdentical
    
    
    Observable
    
    
    UnobservableAssets/Liabilities
    
    
    Inputs
    
    
    InputsAsset Category
    
    (Level 1)
    
    
    (Level 2)
    
    
    (Level 3)
    
    
    TotalEquity Securities
    
    $
    25,232
    
    
    $
    
    
    
    $
    
    
    
    $
    25,232Mutual Funds
    
    
    
    
    
    
    4,447
    
    
    
    
    
    
    
    4,447Government Securities
    
    
    
    
    
    
    6,530
    
    
    
    
    
    
    
    6,530Money Funds
    
    
    
    
    
    
    2,177
    
    
    
    
    
    
    
    2,177Cash
    
    
    54
    
    
    
    
    
    
    
    
    
    
    
    54Total
    
    $
    25,286
    
    
    $
    13,154
    
    
    $
    
    
    
    $
    38,440
  December 31, 2009Quoted Prices in
    
    
    SignificantActive Markets for
    
    
    Other
    
    
    SignificantIdentical
    
    
    Observable
    
    
    UnobservableAssets/Liabilities
    
    
    Inputs
    
    
    InputsAsset Category
    
    (Level 1)
    
    
    (Level 2)
    
    
    (Level 3)
    
    
    TotalPooled Funds
    
    $
    
    
    
    $
    47,162
    
    
    $
    
    
    
    $
    47,162Cash
    
    
    313
    
    
    
    
    
    
    
    
    
    
    
    313Total
    
    $
    313
    
    
    $
    47,162
    
    
    $
    
    
    
    $
    47,475
  Equity Securities
  Mutual Funds and Government Securities
  Money Funds
   83




---



##### Table of Contents



Pooled Funds
   Domestic
    
    
    ForeignPlans
    
    
    Plans2010
    
    $
    2,512
    
    
    $
    1,4932011
    
    
    2,612
    
    
    
    1,7772012
    
    
    2,847
    
    
    
    2,0432013
    
    
    3,038
    
    
    
    2,2622014
    
    
    3,252
    
    
    
    2,7562015  2019
    
    
    18,510
    
    
    
    20,664
    84




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##### Table of Contents



Percentage
    
    Effect on Fiscal Year 2010Point
    
    Annual
    
    
    CashAssumption
    
    Change
    
    Expense
    
    
    ContributionsDomestic PlansFunding interest rate
    
    +/- 100 basis point
    
    $
    0 / $0
    
    
    $
    0 / $0Discount rate
    
    +/- 100 basis point
    
    
    (341) / 314
    
    
    
    0 / 0Long-term rate of return on assets
    
    +/- 100 basis point
    
    
    (382) / 382
    
    
    
    0 / 0Foreign PlansFunding interest rate
    
    +/- 100 basis point
    
    
    0 / 0
    
    
    
    (469) / 617Discount rate
    
    +/- 100 basis point
    
    
    (387) / 459
    
    
    
    0 / 0Long-term rate of return on assets
    
    +/- 100 basis point
    
    
    (489) / 489
    
    
    
    0 / 0
   85




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##### Table of Contents



16. SUBSIDIARY GUARANTORS
  ASSOCIATED MATERIALS, LLC AND SUBSIDIARIES
 Subsidiary
    
    
    Non-Guarantor
    
    
    Reclassification/Parent
    
    
    Co-Issuer
    
    
    Guarantors
    
    
    Subsidiaries
    
    
    Eliminations
    
    
    ConsolidatedAssetsCurrent assets:Cash and cash equivalents
    
    $
    5,867
    
    
    $
    
    
    
    $
    82
    
    
    $
    49,906
    
    
    $
    
    
    
    $
    55,855Accounts receivable, net
    
    
    81,178
    
    
    
    
    
    
    
    8,728
    
    
    
    24,449
    
    
    
    
    
    
    
    114,355Intercompany receivables
    
    
    
    
    
    
    
    
    
    
    76,138
    
    
    
    3,045
    
    
    
    (79,183
    )
    
    
    Inventories
    
    
    80,654
    
    
    
    
    
    
    
    6,613
    
    
    
    28,127
    
    
    
    
    
    
    
    115,394Deferred income taxes
    
    
    8,834
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (188
    )
    
    
    8,646Prepaid expenses
    
    
    6,542
    
    
    
    
    
    
    
    1,263
    
    
    
    1,140
    
    
    
    
    
    
    
    8,945Total current assets
    
    
    183,075
    
    
    
    
    
    
    
    92,824
    
    
    
    106,667
    
    
    
    (79,371
    )
    
    
    303,195Property, plant and equipment, net
    
    
    73,086
    
    
    
    
    
    
    
    2,033
    
    
    
    33,918
    
    
    
    
    
    
    
    109,037Goodwill
    
    
    194,813
    
    
    
    
    
    
    
    36,450
    
    
    
    
    
    
    
    
    
    
    
    231,263Other intangible assets, net
    
    
    86,561
    
    
    
    
    
    
    
    9,465
    
    
    
    55
    
    
    
    
    
    
    
    96,081Investment in subsidiaries
    
    
    197,163
    
    
    
    
    
    
    
    92,409
    
    
    
    
    
    
    
    (289,572
    )
    
    
    Receivable from AMH II
    
    
    27,237
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    27,237Intercompany receivable
    
    
    
    
    
    
    197,552
    
    
    
    
    
    
    
    
    
    
    
    (197,552
    )
    
    
    Other assets
    
    
    18,185
    
    
    
    
    
    
    
    
    
    
    
    1,799
    
    
    
    
    
    
    
    19,984Total assets
    
    $
    780,120
    
    
    $
    197,552
    
    
    $
    233,181
    
    
    $
    142,439
    
    
    $
    (566,495
    )
    
    $
    786,797Liabilities And Members EquityCurrent liabilities:Accounts payable
    
    $
    54,618
    
    
    $
    
    
    
    $
    9,111
    
    
    $
    23,851
    
    
    $
    
    
    
    $
    87,580Intercompany payables
    
    
    79,183
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (79,183
    )
    
    
    Payable to parent
    
    
    21,664
    
    
    
    
    
    
    
    1,535
    
    
    
    
    
    
    
    
    
    
    
    23,199Accrued liabilities
    
    
    41,699
    
    
    
    
    
    
    
    6,118
    
    
    
    9,108
    
    
    
    
    
    
    
    56,925Deferred income taxes
    
    
    
    
    
    
    
    
    
    
    188
    
    
    
    2,312
    
    
    
    (188
    )
    
    
    2,312Income taxes payable
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,112
    
    
    
    
    
    
    
    1,112Total current liabilities
    
    
    197,164
    
    
    
    
    
    
    
    16,952
    
    
    
    36,383
    
    
    
    (79,371
    )
    
    
    171,128Deferred income taxes
    
    
    39,973
    
    
    
    
    
    
    
    2,314
    
    
    
    1,016
    
    
    
    
    
    
    
    43,303Other liabilities
    
    
    31,943
    
    
    
    
    
    
    
    16,752
    
    
    
    12,631
    
    
    
    
    
    
    
    61,326Long-term debt
    
    
    207,552
    
    
    
    197,552
    
    
    
    
    
    
    
    
    
    
    
    (197,552
    )
    
    
    207,552Members equity
    
    
    303,488
    
    
    
    
    
    
    
    197,163
    
    
    
    92,409
    
    
    
    (289,572
    )
    
    
    303,488Total liabilities and members equity
    
    $
    780,120
    
    
    $
    197,552
    
    
    $
    233,181
    
    
    $
    142,439
    
    
    $
    (566,495
    )
    
    $
    786,797
  86




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##### Table of Contents



ASSOCIATED MATERIALS, LLC AND SUBSIDIARIES
 Subsidiary
    
    
    Non-Guarantor
    
    
    Reclassification/Parent
    
    
    Co-Issuer
    
    
    Guarantors
    
    
    Subsidiaries
    
    
    Eliminations
    
    
    ConsolidatedNet sales
    
    $
    772,653
    
    
    $
    
    
    
    $
    144,365
    
    
    $
    270,317
    
    
    $
    (141,228
    )
    
    $
    1,046,107Cost of sales
    
    
    562,715
    
    
    
    
    
    
    
    137,821
    
    
    
    206,383
    
    
    
    (141,228
    )
    
    
    765,691Gross profit
    
    
    209,938
    
    
    
    
    
    
    
    6,544
    
    
    
    63,934
    
    
    
    
    
    
    
    280,416Selling, general and administrative expense
    
    
    164,202
    
    
    
    
    
    
    
    2,693
    
    
    
    37,715
    
    
    
    
    
    
    
    204,610Manufacturing restructuring costs
    
    
    5,255
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    5,255Income from operations
    
    
    40,481
    
    
    
    
    
    
    
    3,851
    
    
    
    26,219
    
    
    
    
    
    
    
    70,551Interest expense, net
    
    
    21,984
    
    
    
    
    
    
    
    
    
    
    
    767
    
    
    
    
    
    
    
    22,751Loss on debt extinguishment
    
    
    8,779
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    8,779Foreign currency (gain)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (184
    )
    
    
    
    
    
    
    (184
    )Income before income taxes
    
    
    9,718
    
    
    
    
    
    
    
    3,851
    
    
    
    25,636
    
    
    
    
    
    
    
    39,205Income taxes
    
    
    6,238
    
    
    
    
    
    
    
    1,964
    
    
    
    6,930
    
    
    
    
    
    
    
    15,132Income before equity income from subsidiaries
    
    
    3,480
    
    
    
    
    
    
    
    1,887
    
    
    
    18,706
    
    
    
    
    
    
    
    24,073Equity income from subsidiaries
    
    
    20,593
    
    
    
    
    
    
    
    18,706
    
    
    
    
    
    
    
    (39,299
    )
    
    
    Net income
    
    $
    24,073
    
    
    $
    
    
    
    $
    20,593
    
    
    $
    18,706
    
    
    $
    (39,299
    )
    
    $
    24,073
  87




---



##### Table of Contents



ASSOCIATED MATERIALS, LLC AND SUBSIDIARIES
 Subsidiary
    
    
    Non-GuarantorParent
    
    
    Co-Issuer
    
    
    Guarantors
    
    
    Subsidiaries
    
    
    ConsolidatedNet cash provided by operating activities
    
    $
    84,640
    
    
    $
    
    
    
    $
    18,418
    
    
    $
    43,072
    
    
    $
    146,130Investing ActivitiesAdditions to property, plant and equipment
    
    
    (7,643
    )
    
    
    
    
    
    
    (32
    )
    
    
    (1,058
    )
    
    
    (8,733
    )AMH II intercompany loan
    
    
    (26,819
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (26,819
    )Other
    
    
    (383
    )
    
    
    
    
    
    
    383
    
    
    
    
    
    
    
    Net cash (used in) provided by investing activities
    
    
    (34,845
    )
    
    
    
    
    
    
    351
    
    
    
    (1,058
    )
    
    
    (35,552
    )Financing ActivitiesNet repayments under ABL Facility
    
    
    (46,000
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (46,000
    )Issuance of senior notes
    
    
    217,514
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    217,514Cash paid to redeem senior notes
    
    
    (189,544
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (189,544
    )Financing costs
    
    
    (16,361
    )
    
    
    
    
    
    
    
    
    
    
    (94
    )
    
    
    (16,455
    )Dividends paid
    
    
    (28,513
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (28,513
    )Intercompany transactions
    
    
    14,012
    
    
    
    
    
    
    
    (18,784
    )
    
    
    4,772
    
    
    
    Net cash (used in) provided by financing activities
    
    
    (48,892
    )
    
    
    
    
    
    
    (18,784
    )
    
    
    4,678
    
    
    
    (62,998
    )Effect of exchange rate changes on cash and cash equivalents
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,566
    
    
    
    1,566Net increase (decrease) in cash and cash equivalents
    
    
    903
    
    
    
    
    
    
    
    (15
    )
    
    
    48,258
    
    
    
    49,146Cash and cash equivalents at beginning of year
    
    
    4,964
    
    
    
    
    
    
    
    97
    
    
    
    1,648
    
    
    
    6,709Cash and cash equivalents at end of year
    
    $
    5,867
    
    
    $
    
    
    
    $
    82
    
    
    $
    49,906
    
    
    $
    55,855
  88




---



##### Table of Contents



ASSOCIATED MATERIALS, LLC AND SUBSIDIARIES
 Subsidiary
    
    
    Non-Guarantor
    
    
    Reclassification/Parent
    
    
    Co-Issuer
    
    
    Guarantors
    
    
    Subsidiaries
    
    
    Eliminations
    
    
    ConsolidatedAssetsCurrent assets:Cash and cash equivalents
    
    $
    4,964
    
    
    $
    
    
    
    $
    97
    
    
    $
    1,648
    
    
    $
    
    
    
    $
    6,709Accounts receivable, net
    
    
    82,479
    
    
    
    
    
    
    
    13,251
    
    
    
    21,148
    
    
    
    
    
    
    
    116,878Intercompany receivables
    
    
    
    
    
    
    
    
    
    
    57,426
    
    
    
    7,742
    
    
    
    (65,168
    )
    
    
    Inventories
    
    
    92,802
    
    
    
    
    
    
    
    14,892
    
    
    
    33,476
    
    
    
    
    
    
    
    141,170Income taxes receivable
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,057
    
    
    
    (1,057
    )
    
    
    Deferred income taxes
    
    
    9,196
    
    
    
    
    
    
    
    2,482
    
    
    
    505
    
    
    
    
    
    
    
    12,183Prepaid expenses
    
    
    7,887
    
    
    
    
    
    
    
    1,194
    
    
    
    1,405
    
    
    
    
    
    
    
    10,486Total current assets
    
    
    197,328
    
    
    
    
    
    
    
    89,342
    
    
    
    66,981
    
    
    
    (66,225
    )
    
    
    287,426Property, plant and equipment, net
    
    
    80,567
    
    
    
    
    
    
    
    2,975
    
    
    
    31,614
    
    
    
    
    
    
    
    115,156Goodwill
    
    
    194,814
    
    
    
    
    
    
    
    36,544
    
    
    
    
    
    
    
    
    
    
    
    231,358Other intangible assets, net
    
    
    88,828
    
    
    
    
    
    
    
    9,970
    
    
    
    333
    
    
    
    
    
    
    
    99,131Investment in subsidiaries
    
    
    169,112
    
    
    
    
    
    
    
    65,508
    
    
    
    
    
    
    
    (234,620
    )
    
    
    Other assets
    
    
    10,448
    
    
    
    
    
    
    
    19
    
    
    
    1,751
    
    
    
    
    
    
    
    12,218Total assets
    
    $
    741,097
    
    
    $
    
    
    
    $
    204,358
    
    
    $
    100,679
    
    
    $
    (300,845
    )
    
    $
    745,289Liabilities And Members EquityCurrent liabilities:Accounts payable
    
    $
    32,150
    
    
    $
    
    
    
    $
    5,191
    
    
    $
    17,179
    
    
    $
    
    
    
    $
    54,520Intercompany payables
    
    
    65,168
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (65,168
    )
    
    
    Payable to parent
    
    
    9,326
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    9,326Accrued liabilities
    
    
    37,030
    
    
    
    
    
    
    
    9,252
    
    
    
    8,167
    
    
    
    
    
    
    
    54,449Income taxes payable
    
    
    6,494
    
    
    
    
    
    
    
    1,545
    
    
    
    
    
    
    
    (1,057
    )
    
    
    6,982Total current liabilities
    
    
    150,168
    
    
    
    
    
    
    
    15,988
    
    
    
    25,346
    
    
    
    (66,225
    )
    
    
    125,277Deferred income taxes
    
    
    40,710
    
    
    
    
    
    
    
    3,486
    
    
    
    2,231
    
    
    
    
    
    
    
    46,427Other liabilities
    
    
    30,289
    
    
    
    
    
    
    
    15,772
    
    
    
    7,594
    
    
    
    
    
    
    
    53,655Long-term debt
    
    
    221,000
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    221,000Members equity
    
    
    298,930
    
    
    
    
    
    
    
    169,112
    
    
    
    65,508
    
    
    
    (234,620
    )
    
    
    298,930Total liabilities and members equity
    
    $
    741,097
    
    
    $
    
    
    
    $
    204,358
    
    
    $
    100,679
    
    
    $
    (300,845
    )
    
    $
    745,289
  89




---



##### Table of Contents



ASSOCIATED MATERIALS, LLC AND SUBSIDIARIES
 Subsidiary
    
    
    Non-Guarantor
    
    
    Reclassification/Parent
    
    
    Co-Issuer
    
    
    Guarantors
    
    
    Subsidiaries
    
    
    Eliminations
    
    
    ConsolidatedNet sales
    
    $
    792,190
    
    
    $
    
    
    
    $
    217,002
    
    
    $
    315,171
    
    
    $
    (190,407
    )
    
    $
    1,133,956Cost of sales
    
    
    596,894
    
    
    
    
    
    
    
    208,886
    
    
    
    243,734
    
    
    
    (190,407
    )
    
    
    859,107Gross profit
    
    
    195,296
    
    
    
    
    
    
    
    8,116
    
    
    
    71,437
    
    
    
    
    
    
    
    274,849Selling, general and administrative expense
    
    
    161,443
    
    
    
    
    
    
    
    10,374
    
    
    
    40,208
    
    
    
    
    
    
    
    212,025Manufacturing restructuring costs
    
    
    1,133
    
    
    
    
    
    
    
    
    
    
    
    650
    
    
    
    
    
    
    
    1,783Income (loss) from operations
    
    
    32,720
    
    
    
    
    
    
    
    (2,258
    )
    
    
    30,579
    
    
    
    
    
    
    
    61,041Interest expense (income), net
    
    
    23,978
    
    
    
    
    
    
    
    (12
    )
    
    
    341
    
    
    
    
    
    
    
    24,307Foreign currency loss
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,809
    
    
    
    
    
    
    
    1,809Income (loss) before income taxes
    
    
    8,742
    
    
    
    
    
    
    
    (2,246
    )
    
    
    28,429
    
    
    
    
    
    
    
    34,925Income taxes
    
    
    2,811
    
    
    
    
    
    
    
    2,601
    
    
    
    8,277
    
    
    
    
    
    
    
    13,689Income (loss) before equity income from subsidiaries
    
    
    5,931
    
    
    
    
    
    
    
    (4,847
    )
    
    
    20,152
    
    
    
    
    
    
    
    21,236Equity income from subsidiaries
    
    
    15,305
    
    
    
    
    
    
    
    20,152
    
    
    
    
    
    
    
    (35,457
    )
    
    
    Net income
    
    $
    21,236
    
    
    $
    
    
    
    $
    15,305
    
    
    $
    20,152
    
    
    $
    (35,457
    )
    
    $
    21,236
 ASSOCIATED MATERIALS, LLC AND SUBSIDIARIES
 Subsidiary
    
    
    Non-GuarantorParent
    
    
    Co-Issuer
    
    
    Guarantors
    
    
    Subsidiaries
    
    
    ConsolidatedNet cash provided by (used in) operating activities
    
    $
    11,763
    
    
    $
    
    
    
    $
    (1,539
    )
    
    $
    6,038
    
    
    $
    16,262Investing ActivitiesAdditions to property, plant and equipment
    
    
    (6,773
    )
    
    
    
    
    
    
    (217
    )
    
    
    (4,508
    )
    
    
    (11,498
    )Proceeds from sale of assets
    
    
    20
    
    
    
    
    
    
    
    5
    
    
    
    
    
    
    
    25Net cash used in investing activities
    
    
    (6,753
    )
    
    
    
    
    
    
    (212
    )
    
    
    (4,508
    )
    
    
    (11,473
    )Financing ActivitiesBorrowings under the ABL Facility
    
    
    56,000
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    56,000Repayments of term loan
    
    
    (61,000
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (61,000
    )Dividends
    
    
    (8,311
    )
    
    
    
    
    
    
    8,873
    
    
    
    (8,873
    )
    
    
    (8,311
    )Financing costs
    
    
    (3,913
    )
    
    
    
    
    
    
    
    
    
    
    (1,458
    )
    
    
    (5,371
    )Intercompany transactions
    
    
    10,771
    
    
    
    
    
    
    
    (7,396
    )
    
    
    (3,375
    )
    
    
    Net cash (used in) provided by financing activities
    
    
    (6,453
    )
    
    
    
    
    
    
    1,477
    
    
    
    (13,706
    )
    
    
    (18,682
    )Effect of exchange rate changes on cash and cash equivalents
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (1,001
    )
    
    
    (1,001
    )Net decrease in cash and cash equivalents
    
    
    (1,443
    )
    
    
    
    
    
    
    (274
    )
    
    
    (13,177
    )
    
    
    (14,894
    )Cash and cash equivalents at beginning of year
    
    
    6,407
    
    
    
    
    
    
    
    371
    
    
    
    14,825
    
    
    
    21,603Cash and cash equivalents at end of year
    
    $
    4,964
    
    
    $
    
    
    
    $
    97
    
    
    $
    1,648
    
    
    $
    6,709
  90




---



##### Table of Contents



ASSOCIATED MATERIALS, LLC AND SUBSIDIARIES
 Subsidiary
    
    
    Non-Guarantor
    
    
    Reclassification/Parent
    
    
    Co-Issuer
    
    
    Guarantors
    
    
    Subsidiaries
    
    
    Elimination
    
    
    ConsolidatedNet sales
    
    $
    840,742
    
    
    $
    
    
    
    $
    216,378
    
    
    $
    312,217
    
    
    $
    (165,281
    )
    
    $
    1,204,056Cost of sales
    
    
    621,439
    
    
    
    
    
    
    
    203,620
    
    
    
    240,061
    
    
    
    (165,281
    )
    
    
    899,839Gross profit
    
    
    219,303
    
    
    
    
    
    
    
    12,758
    
    
    
    72,156
    
    
    
    
    
    
    
    304,217Selling, general and administrative expense
    
    
    155,549
    
    
    
    
    
    
    
    17,777
    
    
    
    34,675
    
    
    
    
    
    
    
    208,001Income (loss) from operations
    
    
    63,754
    
    
    
    
    
    
    
    (5,019
    )
    
    
    37,481
    
    
    
    
    
    
    
    96,216Interest expense, net
    
    
    27,645
    
    
    
    
    
    
    
    69
    
    
    
    229
    
    
    
    
    
    
    
    27,943Foreign currency gain
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (227
    )
    
    
    
    
    
    
    (227
    )Income (loss) before income taxes
    
    
    36,109
    
    
    
    
    
    
    
    (5,088
    )
    
    
    37,479
    
    
    
    
    
    
    
    68,500Income taxes
    
    
    12,699
    
    
    
    
    
    
    
    3,161
    
    
    
    12,985
    
    
    
    
    
    
    
    28,845Income (loss) before equity income from subsidiaries
    
    
    23,410
    
    
    
    
    
    
    
    (8,249
    )
    
    
    24,494
    
    
    
    
    
    
    
    39,655Equity income from subsidiaries
    
    
    16,245
    
    
    
    
    
    
    
    24,494
    
    
    
    
    
    
    
    (40,739
    )
    
    
    Net income
    
    $
    39,655
    
    
    $
    
    
    
    $
    16,245
    
    
    $
    24,494
    
    
    $
    (40,739
    )
    
    $
    39,655
 ASSOCIATED MATERIALS, LLC AND SUBSIDIARIES
 Subsidiary
    
    
    Non-GuarantorParent
    
    
    Co-Issuer
    
    
    Guarantors
    
    
    Subsidiaries
    
    
    ConsolidatedNet cash provided by (used in) operating activities
    
    $
    42,537
    
    
    $
    
    
    
    $
    (591
    )
    
    $
    29,405
    
    
    $
    71,351Investing ActivitiesAcquisition of supply center
    
    
    (801
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (801
    )Additions to property, plant and equipment
    
    
    (8,991
    )
    
    
    
    
    
    
    (1,220
    )
    
    
    (2,182
    )
    
    
    (12,393
    )Proceeds from sale of assets
    
    
    19
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    19Net cash used in investing activities
    
    
    (9,773
    )
    
    
    
    
    
    
    (1,220
    )
    
    
    (2,182
    )
    
    
    (13,175
    )Financing ActivitiesRepayments of term loan
    
    
    (45,000
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (45,000
    )Dividends
    
    
    (8,018
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (8,018
    )Intercompany transactions
    
    
    16,647
    
    
    
    
    
    
    
    490
    
    
    
    (17,137
    )
    
    
    Net cash (used in) provided by financing activities
    
    
    (36,371
    )
    
    
    
    
    
    
    490
    
    
    
    (17,137
    )
    
    
    (53,018
    )Effect of exchange rate changes on cash and cash equivalents
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,430
    
    
    
    1,430Net (decrease) increase in cash and cash equivalents
    
    
    (3,607
    )
    
    
    
    
    
    
    (1,321
    )
    
    
    11,516
    
    
    
    6,588Cash and cash equivalents at beginning of year
    
    
    10,014
    
    
    
    
    
    
    
    1,692
    
    
    
    3,309
    
    
    
    15,015Cash and cash equivalents at end of year
    
    $
    6,407
    
    
    $
    
    
    
    $
    371
    
    
    $
    14,825
    
    
    $
    21,603
  91




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##### Table of Contents



ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
  
 ITEM 9A. CONTROLS AND PROCEDURES
 Evaluation of Disclosure Controls and Procedures
    Changes in Internal Control over Financial Reporting
 Income Tax Material Weakness Remediation Plan
    92




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##### Table of Contents



Remediation of Material Weakness Identified in Prior Periods
    Other Changes
  Managements Annual Report on Internal Control over Financial Reporting
   93




---



##### Table of Contents



ITEM 9B. OTHER INFORMATION
   94




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##### Table of Contents



PART III
 
 ITEM 10 . DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
  Name
    
    Age
    
    Position(s)Thomas N. Chieffe
    
    
    52
    
    
    President, Chief Executive Officer and DirectorWarren J. Arthur
    
    
    42
    
    
    Senior Vice President of OperationsStephen E. Graham (1)
    
    
    52
    
    
    Vice President-Chief Financial Officer, Treasurer and SecretaryRobert M. Franco
    
    
    56
    
    
    President of AMI DistributionJohn F. Haumesser
    
    
    45
    
    
    Vice President of Human ResourcesLars C. Haegg
    
    
    44
    
    
    Director, Chairman of the Audit CommitteeIra D. Kleinman
    
    
    53
    
    
    Director, Chairman of the Board of DirectorsKevin C. Nickelberry
    
    
    39
    
    
    DirectorDana R. Snyder
    
    
    63
    
    
    Director and Former Interim President and Chief Executive
OfficerDennis W. Vollmershausen
    
    
    66
    
    
    DirectorChristopher D. Whalen
    
    
    35
    
    
    Director
 (1)
    
    Cynthia L. Sobe resigned June 2, 2009, effective June 22, 2009, as Vice President 
Chief Financial Officer, Treasurer and Secretary. Mr. Graham was appointed as Ms. Sobes
replacement effective June 22, 2009.  Thomas N. Chieffe, Age 52.
 Warren J. Arthur, Age 42.
 Stephen E. Graham, Age 52 .
 Robert M. Franco, Age 56
  95




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##### Table of Contents



John F. Haumesser, Age 45 .
 Lars C. Haegg, Age 44
 Ira D. Kleinman, Age 53
 Kevin C. Nickelberry, Age 39
 Dana R. Snyder, Age 63.
 Dennis W. Vollmershausen, Age 66
  96




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##### Table of Contents



Christopher D. Whalen, Age 35
 AUDIT COMMITTEE
  SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
  CODE OF ETHICS
 http://www.associatedmaterials.com
 CORPORATE GOVERNANCE
   97




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##### Table of Contents



ITEM 11. EXECUTIVE COMPENSATION
 EXECUTIVE COMPENSATION DISCUSSION AND ANALYSIS
 Objectives of the Companys Executive Compensation Program
   Elements of Compensation
   Setting Executive Compensation
   98




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##### Table of Contents



Base Salary
  Bonus Awards
  Annual Incentive Bonus
     99




---



##### Table of Contents



Equity-Based Compensation  Stock Options
  Other Long-Term Incentives
  Separation Compensation
   100




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##### Table of Contents



SUMMARY COMPENSATION TABLE
  Change inPensionValue andNon-Equity
    
    
    NonqualifiedIncentive Plan
    
    
    DeferredBonus
    
    
    Stock
    
    
    Option
    
    
    Compensation
    
    
    Compensation
    
    
    All OtherName and Principal Position
    
    Year
    
    
    Salary
    
    
    (1)
    
    
    Awards
    
    
    Awards
    
    
    (2)
    
    
    Earnings
    
    
    Compensation
    
    
    TotalThomas N. Chieffe, (3)
    
    
    2009
    
    
    $
    550,000
    
    
    $
    500,000
    (3)
    
    $
    
    
    
    $
    
    
    
    $
    825,000
    
    
    $
    
    
    
    $
    13,999
    (9)
    
    $
    1,888,999President and Chief
    
    
    2008
    
    
    
    537,507
    
    
    
    555,000
    (3)
    
    
    
    
    
    
    
    (6)
    
    
    
    
    
    
    
    
    
    
    11,594
    (9)
    
    
    1,104,101Executive Officer
    
    
    2007
    
    
    
    500,000
    
    
    
    250,000
    (3)
    
    
    
    
    
    
    
    
    
    
    237,220
    
    
    
    
    
    
    
    10,710
    (9)
    
    
    997,930Warren J. Arthur,
    
    
    2009
    
    
    
    234,378
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    250,000
    
    
    
    
    
    
    
    774
    (9)
    
    
    485,152Senior Vice President of
    
    
    2008
    
    
    
    218,876
    
    
    
    13,500
    
    
    
    
    
    
    
    
    (6)
    
    
    
    
    
    
    
    
    
    
    705
    (9)
    
    
    233,081Operations
    
    
    2007
    
    
    
    172,000
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    127,502
    
    
    
    
    
    
    
    27,581
    (10)
    
    
    327,083Cynthia L. Sobe, (4)
    
    
    2009
    
    
    
    113,365
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    3,426
    (9)
    
    
    116,791Former Vice President
    
    
    2008
    
    
    
    225,000
    
    
    
    13,500
    
    
    
    
    
    
    
    
    (7)
    
    
    
    
    
    
    
    
    
    
    9,691
    (9)
    
    
    248,191Chief
Financial Officer,  Treasurer and Secretary
    
    
    2007
    
    
    
    168,750
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    58,641
    
    
    
    
    
    
    
    6,008
    (9)
    
    
    233,399Stephen E. Graham, (4) (5)
    
    
    2009
    
    
    
    158,077
    
    
    
    
    
    
    
    
    
    
    
    
    (8)
    
    
    300,000
    
    
    
    
    
    
    
    633
    (9)
    
    
    458,710Vice PresidentChief
Financial Officer,
Treasurer and SecretaryRobert M. Franco,
    
    
    2009
    
    
    
    330,000
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    330,000
    
    
    
    
    
    
    
    22,977
    (11)
    
    
    682,977President of
    
    
    2008
    
    
    
    326,817
    
    
    
    19,845
    
    
    
    
    
    
    
    
    (7)
    
    
    
    
    
    
    
    
    
    
    23,948
    (11)
    
    
    370,610AMI Distribution
    
    
    2007
    
    
    
    311,250
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    201,352
    
    
    
    
    
    
    
    20,508
    (11)
    
    
    533,110John F. Haumesser,
    
    
    2009
    
    
    
    252,000
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    252,000
    
    
    
    
    
    
    
    4,474
    (9)
    
    
    508,474Vice President of
    
    
    2008
    
    
    
    249,000
    
    
    
    15,120
    
    
    
    
    
    
    
    
    (7)
    
    
    
    
    
    
    
    
    
    
    10,032
    (9)
    
    
    274,152Human Resources
 
 (1)
    
    Amounts characterized as Bonus payments were discretionary awards authorized by the
Committee. For 2008, the Companys EBITDA was below the threshold, therefore, not generating a
bonus payout under the Non-Equity Incentive Plan Compensation. In recognition of the
Companys performance in 2008, the Committee elected to grant a discretionary bonus to
management.(2)
    
    Amounts included in the column Non-Equity Incentive Plan Compensation reflect the annual
cash incentive bonus approved by the Committee.(3)
    
    As set forth in his employment agreement, Mr. Chieffe was entitled to a special retention
incentive bonus of $1,500,000 payable in three equal annual installments commencing on October
1, 2008. In addition, Mr. Chieffe was granted a discretionary bonus of $55,000 in 2008. His
2007 bonus award was based on 50% of his base annual salary.(4)
    
    Ms. Sobe resigned June 2, 2009, effective June 22, 2009, as Vice President  Chief Financial
Officer, Treasurer and Secretary. Mr. Graham was appointed as Ms. Sobes replacement effective
June 22, 2009.(5)
    
    Mr. Graham was appointed as Vice PresidentChief Financial Officer, Treasurer and Secretary,
effective June 22, 2009. Mr. Grahams employment agreement provides for an annual base salary
of $300,000 and eligibility to earn an annual incentive bonus up to 100% of the base salary
contingent upon the achievement of defined EBITDA hurdles with respect to each calendar year.
See Employment AgreementsMr. Graham.(6)
    
    As described in detail below under the caption Outstanding Equity Awards at Fiscal Year-End
 AMH Holdings II, Inc. 2004 Stock Option Plan, in May 2008, Mr. Chieffe and Mr. Arthur were
granted certain options under the 2004 Stock Option Plan. These option grants had no value on
the date of grant as determined in accordance with FASB ASC 718, Compensation  Stock
Compensation(ASC 718).  101




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##### Table of Contents



(7)
    
    As described in detail below under the caption Outstanding Equity Awards at Fiscal Year-End
  AMH Holdings II, Inc. 2004 Stock Option Plan, in May 2008, Ms. Sobe, Mr. Franco and Mr.
Haumesser, as well as certain other employees, each exchanged certain previously issued
options under the 2002 and 2004 Stock
Option Plan for new options under the 2004 Stock Option Plan. These option grants had no value
on the date of grant as determined in accordance with ASC 718. See Note 11 of the
consolidated financial statements for further details regarding the estimated fair value of
the option grants.(8)
    
    In June 2009, Mr. Graham was granted certain options under the 2004 Stock Option Plan. This
option grant had no value on the date of grant as determined in accordance with ASC 718.(9)
    
    Includes amounts accrued or allocated under a qualified defined contribution plan available
to all Company employees, and imputed income from group term life coverage provided by the
Company in excess of $50,000.(10)
    
    Includes imputed income from group term life coverage provided by the Company in excess of
$50,000 and $27,189 of relocation assistance in conjunction with Mr. Arthur joining the
Company in December 2006.(11)
    
    Includes amounts accrued or allocated under a qualified defined contribution plan available
to all Company employees, imputed income from group term life coverage provided by the Company
in excess of $50,000 and the value of customer incentive trips attended by the executives
spouse including the related tax liability.  102




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##### Table of Contents



GRANTS OF PLAN-BASED AWARDS
  All Other
    
    
    
    
    
    
    GrantAll Other
    
    
    Option
    
    
    
    
    
    
    DateEstimated Future
    
    
    
    
    
    Stock
    
    
    Awards:
    
    
    
    
    
    
    FairPayouts Under
    
    
    Estimated Future
    
    
    Awards:
    
    
    Number
    
    
    Exercise
    
    
    Value ofNon-Equity
    
    
    Payouts Under
    
    
    Number
    
    
    of
    
    
    or Base
    
    
    StockIncentive Plan
    
    
    Equity Incentive
    
    
    of Shares
    
    
    Securities
    
    
    Price of
    
    
    andAwards
    
    
    Plan Awards
    
    
    of Stock
    
    
    Underlying
    
    
    Option
    
    
    OptionGrant
    
    
    Threshold
    
    
    Target
    
    
    Maximum
    
    
    Threshold
    
    
    Target
    
    
    Maximum
    
    
    or Units
    
    
    Options
    
    
    Awards
    
    
    AwardsName
    

Date
    
    
    ($)
    
    
    ($)
    
    
    ($)
    
    
    (#) (1)
    
    
    (#) (2)
    
    
    (#) (3)
    
    
    (#)
    
    
    (#)
    
    
    ($/Sh)
    
    
    ($) (4)Thomas N. Chieffe
    
    
    
    
    
    
    110,000
    
    
    
    550,000
    
    
    
    825,000
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Warren J. Arthur
    
    
    
    
    
    
    50,000
    
    
    
    150,000
    
    
    
    250,000
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Cynthia L. Sobe (5)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Stephen E. Graham (6)
    
    
    6/22/2009
    
    
    
    60,000
    
    
    
    180,000
    
    
    
    300,000
    
    
    
    7,313
    
    
    
    20,506
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1.00
    
    
    
    0.00Robert M. Franco
    
    
    
    
    
    
    66,000
    
    
    
    198,000
    
    
    
    330,000
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    John F. Haumesser
    
    
    
    
    
    
    50,400
    
    
    
    151,200
    
    
    
    252,000
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
 
 (1)
    
    As described in detail below under the caption Outstanding Equity Awards At Fiscal Year-End
  AMH Holdings II, Inc. 2004 Stock Option Plan, each option grant contains both time-based
and performance vesting options. Approximately 35% of the options (time-based options) vest
ratably over a five year period, subject to such time-based options immediately vesting upon
the occurrence of a change of control, as defined in the 2004 Stock Option Plan. The
threshold amount presented in this column represents the number of shares currently
underlying such time-based options, assuming that no adjustment (as described in note 3 below)
is made to the number of shares underlying such options. This amount is equivalent to the
minimum number of shares for which options could be exercised, either upon the expiration of
the five-year vesting period or upon the occurrence of a change of control, assuming that no
performance criteria have been met.(2)
    
    As described in detail below under the caption Outstanding Equity Awards At Fiscal Year-End
 AMH Holdings II, Inc. 2004 Stock Option Plan, approximately 65% of the options
(performance-based options) become exercisable if a liquidity event, as defined in the
option agreements, occurs and certain specified returns on investment are realized by the
stockholders of AMH II in connection with such liquidity event; provided that if a liquidity
event had occurred on or prior to January 1, 2010, the performance-based options (along with
the time-based options) would have immediately vested without regard to realized investment
returns. The target amount presented in this column represents the total aggregate number
of shares currently underlying the time-based options and the performance-based options
collectively. Such target amount assumes that no adjustment (as described in note 3 below)
is made to the number of shares underlying such options.(3)
    
    As described in detail below under the caption Outstanding Equity Awards At Fiscal Year-End
 AMH Holdings II, Inc. 2004 Stock Option Plan, the number of shares underlying the
time-based options and the performance-based options is subject to upwards adjustment, in the
event Investcorp converts its preferred stock of AMH II into common stock, with the adjusted
number of shares dependent on the fair market value of AMH II common stock at the time of such
conversion. Because the future fair market value of AMH II is not currently determinable, the
maximum number of shares underlying the options, after accounting for such adjustment, is
similarly not determinable.(4)
    
    In accordance with ASC 718, the amounts presented in this column for Mr. Graham reflect
the incremental fair value of the issued options. See Note 11 of the consolidated financial
statements for further details regarding the estimated fair value of the option grants.(5)
    
    Ms. Sobe resigned June 2, 2009, effective June 22, 2009, as Vice President  Chief Financial
Officer, Treasurer and Secretary, and as a result, foregoes all future payments under the
Companys non-equity incentive plan awards and equity incentive plan awards.(6)
    
    Under the terms of Mr. Grahams employment agreement, which became effective June 22, 2009,
Mr. Graham was granted, pursuant to the 2004 Stock Option Plan, options to purchase 20,506
shares of AMH IIs common stock at an exercise price of $1.00 per share. Approximately 35% of
the options vest ratably over a five-year period, subject to such options vesting immediately
upon a change in control, as defined in
the 2004 Stock Option Plan, and the remainder of the options become exercisable if a liquidity
event, as defined in the option agreement, occurs and certain specified returns on investment
are realized in connection with the liquidity event; provided that if a liquidity event would
have been consummated on or before January 1, 2010, all options would have immediately vested
without regard to realized investment returns. See Employment AgreementsMr. Graham.  103




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##### Table of Contents



2009 Annual IncentiveBonus Payout PercentageThreshold
    
    Target
    
    MaximumThomas N. Chieffe
    
    
    20
    %
    
    
    100
    %
    
    
    150
    %Warren J. Arthur
    
    
    20
    %
    
    
    60
    %
    
    
    100
    %Cynthia L. Sobe (1)
    
    
    
    
    
    
    
    
    
    
    Stephen E. Graham (2)
    
    
    20
    %
    
    
    60
    %
    
    
    100
    %Robert M. Franco
    
    
    20
    %
    
    
    60
    %
    
    
    100
    %John F. Haumesser
    
    
    20
    %
    
    
    60
    %
    
    
    100
    %
 (1)
    
    Ms. Sobe resigned June 2, 2009, effective June 22, 2009, as Vice PresidentChief
Financial Officer, Treasurer and Secretary.(2)
    
    Mr. Graham was appointed Vice PresidentChief Financial Officer, Treasurer and
Secretary, effective June 22, 2009. See Employment AgreementsMr. Graham.  Salary and Bonus as a% of Total CompensationThomas N. Chieffe
    
    
    56
    %Warren J. Arthur
    
    
    48
    %Cynthia L. Sobe (1)
    
    
    97
    %Stephen E. Graham (2)
    
    
    34
    %Robert M. Franco
    
    
    48
    %John F. Haumesser
    
    
    50
    %
 (1)
    
    Ms. Sobe resigned June 2, 2009, effective June 22, 2009, as Vice PresidentChief
Financial Officer, Treasurer and Secretary.(2)
    
    Mr. Graham was appointed Vice PresidentChief Financial Officer, Treasurer and
Secretary, effective June 22, 2009. See Employment AgreementsMr. Graham. EMPLOYMENT AGREEMENTS
   104




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##### Table of Contents



Mr. Chieffe
    105




---



##### Table of Contents



Mr. Arthur
  Mr. Graham
   106




---



##### Table of Contents



Mr. Franco
  Mr. Haumesser
   107




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##### Table of Contents



OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END
 Option Awards
    
    
    Stock AwardsEquityIncentive
    
    
    EquityPlan
    
    
    IncentiveAwards:
    
    
    Plan Awards:Equity
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Number
    
    
    MarketIncentive
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    of Unearned
    
    
    or PayoutNumber
    
    
    
    
    
    
    Plan Awards:
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Market
    
    
    Shares,
    
    
    Value ofof
    
    
    Number of
    
    
    Number
    
    
    
    
    
    
    
    
    
    
    Number of
    
    
    Value of
    
    
    Units or
    
    
    UnearnedSecurities
    
    
    Securities
    
    
    of Securities
    
    
    
    
    
    
    
    
    
    
    Shares or
    
    
    Shares or
    
    
    Other
    
    
    Shares,Underlying
    
    
    Underlying
    
    
    Underlying
    
    
    
    
    
    
    
    
    
    
    Units of
    
    
    Units of
    
    
    Rights That
    
    
    Units orUnexercised
    
    
    Unexercised
    
    
    Unexercised
    
    
    Option
    
    
    
    
    
    
    Stock That
    
    
    Stock That
    
    
    Have
    
    
    OtherOptions
    
    
    Options
    
    
    Unearned
    
    
    Exercise
    
    
    Option
    
    
    Have Not
    
    
    Have Not
    
    
    Not
    
    
    Rights That(#)
    
    
    (#)
    
    
    Options
    
    
    Price
    
    
    Expiration
    
    
    Vested
    
    
    Vested
    
    
    Vested
    
    
    Have NotName
    
    Exercisable
    
    
    Unexercisable
    
    
    (#)
    
    
    ($)
    
    
    Date
    
    
    (#)
    
    
    ($)
    
    
    (#)
    
    
    Vested ($)Thomas N. Chieffe
    
    
    6,578
    
    
    
    85,653
    (1)
    
    
    
    
    
    
    1.00
    
    
    
    5/30/2018
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Warren J. Arthur
    
    
    1,754
    
    
    
    22,841
    (1)
    
    
    
    
    
    
    1.00
    
    
    
    5/30/2018
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Cynthia L. Sobe (2)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Stephen E. Graham (3)
    
    
    
    
    
    
    20,506
    
    
    
    
    
    
    
    1.00
    
    
    
    6/22/2019
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Robert M. Franco
    
    
    2,924
    
    
    
    38,068
    (1)
    
    
    
    
    
    
    1.00
    
    
    
    5/30/2018
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    John F. Haumesser
    
    
    1,827
    
    
    
    23,793
    (1)
    
    
    
    
    
    
    1.00
    
    
    
    5/30/2018
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
 
 (1)
    
    Approximately 35% of the options issued in 2008 vest ratably over a five year period
(time-based options), subject to such options immediately vesting upon a change of control,
as defined in the 2004 Stock Option Plan. The remainder of the options become exercisable if
a liquidity event, as defined in the option agreements, occurs and certain specified returns
on investment are realized by Investcorp and Harvest Partners in connection with the liquidity
event (provided that if a liquidity event had occurred prior to December 31, 2009, these
options (together with the time-based options) would have immediately vested without regard to
realized investment returns). The number of shares underlying the options is subject to
adjustment in the event Investcorp converts its preferred shares of AMH II into common shares,
with the adjusted number of shares dependent on the level of achieved investment hurdles.(2)
    
    In connection with Ms. Sobes resignation from the Company, her outstanding option awards were
cancelled.(3)
    
    Under the terms of Mr. Grahams employment agreement, Mr. Graham was granted, pursuant to
the 2004 Stock Option Plan, options to purchase 20,506 shares of AMH IIs common stock at an
exercise price of $1.00 per share. Approximately 35% of the options vest ratably over a
five-year period, subject to such options vesting immediately upon a change in control, as
defined in the 2004 Stock Option Plan, and the remainder of the options become exercisable if
a liquidity event, as defined in the option agreement, occurs and certain specified returns on
investment are realized in connection with the liquidity event; provided that if a liquidity
event would have been consummated on or before January 1, 2010, all options would have
immediately vested without regard to realized investment returns. Mr. Grahams options expire
on June 22, 2019. See ManagementEmployment AgreementsMr. Graham.  Associated Materials Holdings Inc. 2002 Stock Option Plan
   108




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##### Table of Contents



AMH Holdings II, Inc. 2004 Stock Option Plan
   OPTIONS EXERCISES AND STOCK VESTED
  PENSION BENEFITS
   109




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##### Table of Contents



NON-QUALIFIED DEFERRED COMPENSATION
  POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL
 Separation and Severance Benefits.
 Individual Agreements.
  Severance Benefits
    
    
    Change in Control SeveranceStock and
    
    
    
    
    
    
    
    
    
    
    Stock andstock
    
    
    
    
    
    
    
    
    
    
    stockSeverance
    
    
    Benefits
    
    
    options
    
    
    Severance
    
    
    Benefits
    
    
    optionsName
    
    Payments (1)
    
    
    (2)
    
    
    (3)
    
    
    Payments (1)
    
    
    (4)
    
    
    (3)Thomas N. Chieffe
    
    $
    1,600,000
    
    
    $
    13,080
    
    
    $
    
    
    
    $
    3,250,000
    
    
    $
    43,080
    
    
    $
    Warren J. Arthur
    
    
    250,000
    
    
    
    6,540
    
    
    
    
    
    
    
    1,000,000
    
    
    
    43,080
    
    
    
    Cynthia L. Sobe (5)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Stephen E. Graham (6)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,200,000
    
    
    
    43,080
    
    
    
    Robert M. Franco
    
    
    409,281
    
    
    
    8,111
    
    
    
    
    
    
    
    1,320,000
    
    
    
    43,080
    
    
    
    John F. Haumesser
    
    
    252,000
    
    
    
    6,540
    
    
    
    
    
    
    
    1,008,000
    
    
    
    43,080
    
    
    
    
 
 (1)
    
    Based on the terms of Mr. Chieffes employment agreement, Mr. Chieffe would be entitled to
the remaining unpaid portion of his special retention incentive bonus in the event of
termination or a change in control.(2)
    
    Represents an estimate of the medical benefits, based on the Companys current cost per
employee, to which the executives would be entitled in the event of a termination.(3)
    
    As the number of shares underlying the options are subject to adjustment in the event
Investcorp converts its preferred shares of AMH II into common shares, with the adjusted
number of shares dependent on the level of achieved investment hurdles, the value of the stock
options is undeterminable as of January 2, 2010.(4)
    
    Represents an estimate of the medical benefits, based on the Companys current cost per
employee, to which the executives would be entitled in the event of a change in control and
termination in addition to amounts due for employee outplacement services.(5)
    
    Ms. Sobe resigned June 2, 2009, effective June 22, 2009, as Vice PresidentChief Financial
Officer, Treasurer and Secretary.(6)
    
    Mr. Graham was appointed Vice PresidentChief Financial Officer, Treasurer and Secretary,
effective June 22, 2009. See Employment Agreements for a discussion of Mr. Grahams
severance benefits and change in control severance.  110




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##### Table of Contents



DIRECTOR COMPENSATION
 Changein PensionValue andNon-Equity
    
    
    NonqualifiedFees Earned
    
    
    
    
    
    
    
    
    
    
    Incentive
    
    
    Deferredor Paid
    
    
    Stock
    
    
    Option
    
    
    Plan
    
    
    Compensation
    
    
    All OtherName
    
    in Cash
    
    
    Awards
    
    
    Awards (1)
    
    
    Compensation
    
    
    Earnings
    
    
    Compensation
    
    
    TotalThomas N. Chieffe
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    Lars C. Haegg
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Ira D. Kleinman
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Kevin C. Nickelberry
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Dana R. Snyder
    
    
    25,000
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    25,000Dennis W. Vollmershausen
    
    
    25,000
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    25,000Christopher D. Whalen
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
 
 (1)
    
    At January 2, 2010, the aggregate number of options awards outstanding to directors was: Mr.
Vollmershausen  2,870 shares and Mr. Snyder  6,149 shares.  COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
  COMPENSATION COMMITTEE REPORT
  
  111




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##### Table of Contents



ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER
MATTERS
    
    
    each person known by the Company to own beneficially 5% or more of the outstanding
voting preferred stock or voting common stock of AMH II;
    
    the directors and named executive officers of AMH II; and
    
    all directors and named executive officers of AMH II as a group.
  Class A Preferred Stock
    
    
    Class B Common StockNumber of
    
    
    
    
    
    
    Number ofSharesSeries
    
    
    % of
    
    
    SharesSeries
    
    
    % ofI (voting)
    
    
    Class
    
    
    I (voting)
    
    
    ClassInvestcorp S.A. (1)
    
    
    500,000
    
    
    
    100.0
    %
    
    
    
    
    
    
    Sipco Limited (2)
    
    
    500,000
    
    
    
    100.0
    %
    
    
    
    
    
    
    AM Equity Limited (3)
    
    
    80,117
    
    
    
    16.0
    %
    
    
    
    
    
    
    AM Investments Limited (4)
    
    
    80,117
    
    
    
    16.0
    %
    
    
    
    
    
    
    Associated Equity Limited (5)
    
    
    80,117
    
    
    
    16.0
    %
    
    
    
    
    
    
    Associated Investments Limited (6)
    
    
    80,117
    
    
    
    16.0
    %
    
    
    
    
    
    
    Investcorp 2005 AMH Holdings II Portfolio
Limited Partnership (7)
    
    
    109,533
    
    
    
    21.9
    %
    
    
    
    
    
    
    Investcorp Coinvestment Partners II, L.P. (8)
    
    
    36,666
    
    
    
    7.3
    %
    
    
    
    
    
    
    Investcorp Coinvestment Partners I, L.P. (9)
    
    
    33,333
    
    
    
    6.7
    %
    
    
    
    
    
    
    Harvest Funds (10) (11) (12)
    
    
    
    
    
    
    
    
    
    
    500,000
    
    
    
    100
    %
  112




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##### Table of Contents



Class B Common Stock
    
    
    Class B Common StockNumber of
    
    
    
    
    
    
    Number ofSharesSeries
    
    
    % of
    
    
    SharesSeries
    
    
    % ofI (voting)
    
    
    Class
    
    
    II (non-voting)
    
    
    ClassExecutive Officers and DirectorsThomas N. Chieffe (13)
    
    
    
    
    
    
    
    
    
    
    6,578
    
    
    
    *Warren J. Arthur (14)
    
    
    
    
    
    
    
    
    
    
    1,754
    
    
    
    *Stephen E. Graham (15)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Robert M. Franco (16)
    
    
    
    
    
    
    
    
    
    
    2,924
    
    
    
    *John F. Haumesser (17)
    
    
    
    
    
    
    
    
    
    
    1,827
    
    
    
    *Lars C. Haegg
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Ira D. Kleinman (18)
    
    
    500,000
    
    
    
    100.0
    %
    
    
    
    
    
    
    Kevin C. Nickelberry
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Dana R. Snyder (19)
    
    
    
    
    
    
    
    
    
    
    439
    
    
    
    *Dennis W. Vollmershausen (20)
    
    
    
    
    
    
    
    
    
    
    4,189
    
    
    
    *Christopher D. Whalen
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    All directors and executive officers as a
group
    
    
    500,000
    
    
    
    100.0
    %
    
    
    17,711
    
    
    
    1.4
    %
 
 *
    
    less than 1%(1)
    
    Investcorp S.A. does not directly own any shares of stock of AMH II. With respect to the
shares of Series I Class A Preferred Stock held by Investcorp 2005 AMH Holdings II Portfolio
Limited Partnership (109,533 shares), Investcorp Coinvestment Partners II, L.P. (36,666
shares) and Investcorp Coinvestment Partners I, L.P. (33,333 shares), Investcorp S.A. is the
general partner of each of those partnerships and, therefore, Investcorp S.A. may be deemed to
share beneficial ownership of those shares. The balance of the shares of Series I Class A
Preferred Stock is owned by AM Equity Limited, AM Investments Limited, Associated Equity
Limited and Associated Investments Limited (collectively, the AMH Investors). Investcorp
S.A. does not own any of the shares of the AMH Investors. Investcorp S.A. may be deemed to
share beneficial ownership of the shares of Series I Class A Preferred Stock held by the AMH
Investors because the owners of the voting stock of the AMH Investors have entered into
revocable management services or similar agreements with an affiliate of Investcorp S.A.
pursuant to which each of the entities owning the voting stock of the AMH Investors, or such
entities stockholders, has granted such affiliate the authority to direct the voting and
disposition of the voting shares issued by such entity, which permits Investcorp S.A. to
control the voting and disposition of the Series I Class A Preferred Stock owned by each AMH
Investor for so long as such agreements are in effect. The address for Investcorp Bank S.A. is
6 rue Adolphe Fischer, Luxembourg.(2)
    
    Sipco Limited may be deemed to control Investcorp S.A. through its ownership of a majority of
a companys stock that indirectly owns a majority of Investcorp S.A.s shares. Sipco Limited
is a Cayman Islands company with its address at P.O. Box 1111, West Wind Building, George
Town, Grand Cayman, Cayman Islands.(3)
    
    AM Equity Limited is a Cayman Islands company with its address at P.O. Box 2197, West Wind
Building, George Town, Grand Cayman, Cayman Islands.(4)
    
    AM Investments Limited is a Cayman Islands company with its address at P.O. Box 2197, West
Wind Building, George Town, Grand Cayman, Cayman Islands.(5)
    
    Associated Equity Limited is a Cayman Islands company with its address at P.O. Box 2197, West
Wind Building, George Town, Grand Cayman, Cayman Islands.(6)
    
    Associated Investments Limited is a Cayman Islands company with its address at P.O. Box 2197,
West Wind Building, George Town, Grand Cayman, Cayman Islands.(7)
    
    Investcorp 2005 AMH Holdings II Portfolio Limited Partnership is a Cayman Islands exempted
limited partnership with its address at P.O. Box 1111, West Wind Building, George Town, Grand
Cayman, Cayman Islands.(8)
    
    Investcorp Coinvestment Partners II, L.P. is a Delaware limited partnership with its address
at 280 Park Avenue, New York, New York 10017.(9)
    
    Investcorp Coinvestment Partners I, L.P. is a Delaware limited partnership with its address
at 280 Park Avenue, New York, New York 10017.(10)
    
    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 five voting members, is the general partner of Harvest Partners III,
L.P. and Harvest Partners III, GbR. Harvest Associates IV, L.L.C., which has five voting
members, is the general partner of Harvest Partners IV, L.P. and Harvest Partners IV KG.
Harvest Partners, L.L.C. 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.  113




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##### Table of Contents



(11)
    
    Includes 131,978 shares of Class B Series I (voting) common stock owned by Harvest Partners
III, L.P. and 18,022 shares of Class B Series I (voting) common stock owned by Harvest
Partners III, GbR for each of which Harvest Associates III, L.L.C. is the general partner.
Harvest Associates III, L.L.C. has five voting members, each of whom has equal voting rights
and who may be deemed to share beneficial ownership of the shares of common stock of AMH. The
five members are Ira Kleinman, Harvey Mallement, Stephen Eisenstein, Harvey Wertheim, and
Thomas Arenz. Mr. Kleinman is on the Board of Directors of AMH II. Each of Messrs. Kleinman,
Mallement, Eisenstein, Wertheim and Arenz disclaims beneficial ownership of the shares of
Class A common stock owned by Harvest Partners III, L.P. and Harvest Partners III GbR.(12)
    
    Includes 286,465 shares of Class B Series I (voting) common stock owned by Harvest Partners
IV, L.P. and 63,535 shares of Class B Series I (voting) common stock owned by 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 five voting members, each of whom has equal voting rights and who
may be deemed to share beneficial ownership of the shares of Class B common stock of AMH
beneficially owned by it. The five members are Ira Kleinman, Harvey Mallement, Stephen
Eisenstein, Harvey Wertheim and Thomas Arenz. Mr. Kleinman is on the Board of Directors of AMH
II. Each of Messrs. Kleinman, Mallement, Eisenstein, Wertheim and Arenz disclaims beneficial
ownership of the shares of Class A 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, 25th Floor, New York, New York 10017.(13)
    
    Includes options to purchase 6,578 shares of Class B Series II (non-voting) common stock.(14)
    
    Includes options to purchase 1,754 shares of Class B Series II (non-voting) common stock.(15)
    
    Under the terms of Mr. Grahams employment agreement, which became effective June 22, 2009,
Mr. Graham was granted, pursuant to the 2004 Stock Option Plan, options to purchase 20,506
shares of AMH IIs common stock at an exercise price of $1.00 per share. Approximately 35% of
the options vest ratably over a five-year period, subject to such options vesting immediately
upon a change in control, as defined in the 2004 Stock Option Plan, and the remainder of the
options become exercisable if a liquidity event, as defined in the option agreement, occurs
and certain specified returns on investment are realized in connection with the liquidity
event; provided that if a liquidity event had been consummated on or before January 1, 2010,
all options would have immediately vested without regard to realized
investment returns. See Employment AgreementsMr. Graham.(16)
    
    Includes options to purchase 2,924 shares of Class B Series II (non-voting) common stock.(17)
    
    Includes options to purchase 1,827 shares of Class B Series II (non-voting) common stock.(18)
    
    Includes shares of Class B Series I (voting) common stock owned by Harvest Partners III, L.P.
and shares of Class B Series I (voting) common 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 B Series I (voting) common 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
voting 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 AMH 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.(19)
    
    Includes options to purchase 439 shares of Class B Series II (non-voting) common stock.(20)
    
    Includes 1,319 shares of Class B Series II (non-voting) common 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 also holds options to purchase
2,870 shares of Class B Series II (non-voting) common stock.  114




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##### Table of Contents



CHANGES IN CONTROL
 PLEDGE AGREEMENT
  STOCKHOLDERS AGREEMENT
   115




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##### Table of Contents



ITEM 13. CERTAIN RELATIONSHIPS, RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE
 THE STOCKHOLDERS AGREEMENT
       116




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##### Table of Contents



INTERCOMPANY LOAN AGREEMENT
  RELATED PARTY TRANSACTIONS
  MANAGEMENT ADVISORY AGREEMENT
    117




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##### Table of Contents



DIRECTOR INDEPENDENCE
      118




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##### Table of Contents



ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES
  2009
    
    
    2008Audit Fees
    
    $
    996
    
    
    $
    938Audit-Related Fees
    
    
    443
    
    
    
    Tax Fees
    
    
    64
    
    
    
    71Total Fees
    
    $
    1,503
    
    
    $
    1,009
  AUDIT FEES
  AUDIT-RELATED FEES
  TAX FEES
  ALL OTHER FEES
   119




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##### Table of Contents



PART IV
 
 
 ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
  (A)(1) FINANCIAL STATEMENTS
  (A)(2) FINANCIAL STATEMENT SCHEDULES
  (A)(3) EXHIBITS
   120




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##### Table of Contents



SIGNATURES
  ASSOCIATED MATERIALS, LLCBy:
    /s/ THOMAS N. CHIEFFEThomas N. ChieffePresident and Chief Executive Officer
(Principal Executive Officer)By:
    /s/ STEPHEN E. GRAHAMStephen E. GrahamVice President-Chief Financial Officer,
Treasurer and Secretary
(Principal Financial Officer and Principal
Accounting Officer)   Signature
    
    Title
    
    Date/s/ THOMAS N. CHIEFFE

Thomas N. Chieffe
    
    President and Chief Executive
Officer
(Principal Executive Officer)
    
    April 2, 2010/s/ STEPHEN E. GRAHAM

Stephen E. Graham
    
    Vice President-Chief Financial
Officer, Treasurer and Secretary
(Principal Financial Officer and 
Principal Accounting Officer)
    
    April 2, 2010Lars C. Haegg *
    
    DirectorIra D. Kleinman *
    
    DirectorKevin C. Nickelberry *
    
    DirectorDana R. Snyder *
    
    DirectorDennis W. Vollmershausen *
    
    DirectorChristopher D. Whalen *
    
    Director
 * By:
    
    /s/ STEPHEN E. GRAHAM

Stephen E. GrahamAttorney-in-Fact
    
    April 2, 2010
    121




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##### Table of Contents



SUPPLEMENTAL INFORMATION TO BE FURNISHED WITH REPORTS FILED PURSUANT TO SECTION 15(d) OF THE ACT BY
REGISTRANTS WHICH HAVE NOT REGISTERED SECURITIES PURSUANT TO SECTION 12 OF THE ACT
   122




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##### Table of Contents



EXHIBIT INDEX
 ExhibitNumber
    
    Description3.1
    
    
    Certificate of Formation of Associated Materials, LLC (incorporated by reference to
Exhibit 3.1 to the Companys Annual Report on Form 10-K, filed with the SEC on March 25,
2008).3.2
    
    
    Limited Liability Company Agreement of Associated Materials, LLC (incorporated by
reference to Exhibit 3.2 to the Companys Annual Report on Form 10-K, filed with the SEC
on March 25, 2008).4.1
    
    
    Indenture governing the Companys 9.875% Senior Secured Second Lien Notes due 2016,
dated as of November 5, 2009, among Associated Materials, LLC, Associated Materials
Finance, Inc., Gentek Holdings, LLC and Gentek Building Products, Inc., and Deutsche
Bank Trust Company Americas (incorporated by reference to Exhibit 4.1 to the Current
Report on Form 8-K filed with the SEC on November 6, 2009).4.2
    
    
    Form of 9.875% Senior Secured Second Lien Note due 2016 (included in Exhibit 4.1 hereto).4.3
    
    
    Security Agreement, dated as of November 5, 2009, among Associated Materials, LLC,
Associated Materials Finance, Inc., Gentek Holdings, LLC, Gentek Building Products,
Inc., any entities that may become subsidiary guarantors, Deutsche Bank Trust Company
Americas, and any other pari passusecured indebtedness representative that may become
party thereto (filed as Exhibit 4.3 to the Current Report on Form 8-K filed with the SEC
on November 6, 2009).4.4
    
    
    Intercreditor Agreement, dated as of November 5, 2009, among Wachovia Bank, National
Association, Deutsche Bank Trust Company Americas, Associated Materials, LLC, Gentek
Building Products, Inc., Associated Materials Canada Limited, Gentek Building Products
Limited Partnership, Associated Materials Holdings, LLC, Associated Materials Finance,
Inc., Gentek Holdings, LLC, Gentek Canada Holdings Limited and any other entity that
becomes a guarantor under the first lien loan agreement and the second lien documents
(incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed with
the SEC on November 6, 2009).10.1
    
    
    Loan and Security Agreement, dated as of October 3, 2008, by and among Wachovia Capital
Markets, LLC and CIT Capital Securities LLC, as joint lead arrangers and joint
bookrunners, Wachovia Bank, National Association, as administrative agent and collateral
agent, The CIT Group/Business Credit, Inc., as syndication agent, the lenders party
thereto, the Company, Gentek Building Products, Inc. and Gentek Building Products
Limited, as borrowers, and Holdings, Gentek Holdings, LLC and Alside, Inc., as
guarantors (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K,
filed with the SEC on October 9, 2008).10.2
    
    
    Amendment No. 1 to Loan and Security Agreement, dated as of June 16, 2009, among
Wachovia Bank, National Association, as Agent, the Lenders party thereto, Associated
Materials, LLC, Gentek Building Products, Inc. and Gentek Building Products Limited, as
Borrowers, and Associated Materials Holdings, LLC, Alside, Inc. and Gentek Holdings,
LLC, as Guarantors (incorporated by reference to Exhibit 10.3 to the Current Report on
Form 8-K, filed with the SEC on June 22, 2009).10.3
    
    
    Amendment No. 2 to Loan and Security Agreement, dated as of October 23, 2009, among
Wachovia Bank, National Association, as Agent, the Lenders party thereto, Associated
Materials, LLC, Gentek Building Products, Inc., Associated Materials Canada Limited
(formerly Gentek Building Products Limited) and Gentek Building Products Limited
Partnership, as Borrowers, and Associated Materials Holdings, LLC, Associated Materials
Finance, Inc. (formerly Alside, Inc.), as Guarantors (incorporated by reference to
Exhibit 10.2 to the Current Report on Form 8-K filed with the SEC on November 6, 2009).10.4
    
    
    Intercompany Loan Agreement, dated as of June 16, 2009, between Associated Materials,
LLC and AMH Holdings II, Inc. (incorporated by reference to Exhibit 10.2 to the Current
Report on Form 8-K, filed with the SEC on June 22, 2009).
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##### Table of Contents



ExhibitNumber
    
    Description10.5
    
    
    Tax Sharing Agreement, dated March 4, 2004, by and among AMH, Holdings and the Company
(incorporated by reference to Exhibit 10.30 to the Annual Report on Form 10-K, filed
with the SEC on April 1, 2005).10.6
    *
    
    AMH Holdings II, Inc. 2004 Stock Option Plan (incorporated by reference to Exhibit 10.11
to the Current Report on Form 8-K/A, filed with the SEC on December 23, 2004).10.7
    *
    
    Form of Stock Option Award Agreement, for awards made in 2008 under the 2004 Option Plan
(incorporated by reference to Exhibit 10.16 to the Annual Report on Form 10-K, filed
with the SEC on April 3, 2009).10.8
    
    
    Stockholders Agreement, dated December 22, 2004, by and among AMH II and the
stockholders signatory thereto (incorporated by reference to Exhibit 10.2 to the Current
Report on Form 8-K/A, filed with the SEC on December 23, 2004).10.9
    
    
    Amendment No. 1 to Stockholders Agreement, dated as of January 31, 2006, by and among
AMH II and the stockholders signatory thereto.10.10
    *
    
    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, SEC File No. 33-84110, filed with the SEC
on September 16, 1994).10.11
    *
    
    Agreement and General Release, dated as of November 29, 2007, between the Company and
Dana R. Snyder (incorporated by reference to Exhibit 10.1 to the Current Report on Form
8-K filed with the SEC on December 4, 2007).10.12
    *
    
    Amended and Restated Employment Agreement, dated as of April 1, 2008, between the
Company and Thomas N. Chieffe (incorporated by reference to Exhibit 10.1 to the Current
Report on Form 8-K, filed with the SEC on April 4, 2008).10.13
    *
    
    Amended and Restated Employment Agreement, dated as of February 17, 2010, between the
Company and Thomas N. Chieffe (incorporated by reference to Exhibit 10.1 to the Current
Report on Form 8-K, filed with the SEC on February 23, 2010.10.14
    *
    
    Employment Agreement, dated as of June 3, 2009, by and between Associated Materials, LLC
and Stephen E. Graham. (incorporated by reference to Exhibit 10.1 to the Current Report
on Form 8-K, filed with the SEC on June 9, 2009).10.15
    *
    
    Amended and Restated Employment Agreement, dated as of February 17, 2010, between the
Company and Stephen E. Graham (incorporated by reference to Exhibit 10.2 to the Current
Report on Form 8-K, filed with the SEC on February 23, 2010.10.16
    *
    
    Employment Agreement, dated as of April 1, 2008, between the Company and Cynthia L. Sobe
(incorporated by reference to Exhibit 10.4 to the Current Report on Form 8-K, filed with
the SEC on April 4, 2008).10.17
    *
    
    Independent Consulting Agreement between Cynthia L. Sobe and Associated Materials, LLC,
dated June 26, 2009 (incorporated by reference to Exhibit 10.1 to the Current Report on
Form 8-K, filed with the SEC on July 2, 2009).10.18
    *
    
    Amended and Restated Employment Agreement, dated as of April 1, 2008, between the
Company and Robert M. Franco (incorporated by reference to Exhibit 10.2 to the Current
Report on Form 8-K, filed with the SEC on April 4, 2008).10.19
    *
    
    Amended and Restated Employment Agreement, dated as of February 17, 2010, between the
Company and Robert M. Franco (incorporated by reference to Exhibit 10.3 to the Current
Report on Form 8-K, filed with the SEC on February 23, 2010.
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##### Table of Contents



ExhibitNumber
    
    Description10.20
    *
    
    Employment Agreement, dated as of April 1, 2008, between the Company and Warren J.
Arthur (incorporated by reference to Exhibit 10.3 to the Current Report on Form 8-K,
filed with the SEC on April 4, 2008).10.21
    *
    
    Amended and Restated Employment Agreement, dated as of February 17, 2010, between the
Company and Warren J. Arthur (incorporated by reference to Exhibit 10.4 to the Current
Report on Form 8-K, filed with the SEC on February 23, 2010.10.22
    *
    
    Amended and Restated Employment Agreement, dated as of February 17, 2010, between the
Company and John F. Haumesser (incorporated by reference to Exhibit 10.5 to the Current
Report on Form 8-K, filed with the SEC on February 23, 2010.10.23
    
    
    Amended and Restated Management Agreement, dated December 22, 2004, by and between
Harvest Partners, Inc. and Associated Materials Incorporated (incorporated by reference
to Exhibit 10.7 to the Current Report on Form 8-K/A, filed with the SEC on December 23,
2004).21.1
    
    
    Subsidiaries of the Registrant24.1
    
    
    Power of Attorney31.1
    
    
    Certification of the Principal Executive Officer pursuant to Rule 13a-14(a) or 15d-14(a)
of the Exchange Act, as adopted, pursuant to Section 302 of the Sarbanes-Oxley Act of
2002.31.2
    
    
    Certification of the Principal Financial Officer pursuant to Rule 13a-14 or 15d-14(a) of
the Exchange Act, as adopted, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.32.1
    
    
    Certification of the Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as
adopted pursuant to section 906 of the Sarbanes-Oxley Act of 2002.32.2
    
    
    Certification of the Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as
adopted pursuant to section 906 of the Sarbanes-Oxley Act of 2002.99.1
    
    
    Financing Advisory Services Agreement, dated as of November 5, 2009, between Investcorp
International Inc. and Associated Materials, LLC (incorporated by reference to Exhibit
99.5 to the Registration Statement on Form S-4, filed with the SEC on November 25,
2009).99.2
    
    
    Financing Advisory Services Agreement, dated as of November 5, 2009, between Harvest
Partners, L.P. and Associated Materials, LLC (incorporated by reference to Exhibit 99.6
to the Registration Statement on Form S-4, filed with the SEC on November 25, 2009).
 
 *
    
    Management contract or compensatory plan or arrangement.  125