##### 



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 December 30, 2006.
 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 Incorporated
  
 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
 o þ
 þ o
 þ o
 þ
  o o þ
 o þ




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##### 



PART I
 ITEM 1. BUSINESS
 GENERAL DEVELOPMENT OF BUSINESS
 ® ® ®
  RECAPITALIZATION TRANSACTIONS
   2




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##### 



FINANCIAL INFORMATION ABOUT SEGMENTS
  INDUSTRY OVERVIEW
  
    
    Favorable demographics. The segment of the population age 45 years and above, which
generally favors professionally installed, low maintenance home improvements, is growing.
By 2010, this age segment is expected to represent approximately 40% of the United States
population.
    
    Aging of the housing stock. The median home age increased from 23 years in 1985 to 32
years in 2005, and more than 65% of the current housing stock was built prior to 1980.
    
    Increase in average home size. The average home size increased over 35% from 1,785
square feet in 1985 to 2,434 square feet in 2005.
    
    Favorable mortgage interest rates. Despite recent increases, mortgage interest rates
over the past few years have been at historically low levels.
   3




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##### 



Products
 Ò Ò Ò Ò Ò
 Ò Ò Ò Ò ® Ò Ò
  4




---



##### 



Ò TM
 Ò Ò Ò
 Product Line
    
    Window
    
    Vinyl Siding
    
    Steel Siding
    
    Aluminum SidingPremium
    
    Advantage
Preservation
Regency
Sequoia Select
Sheffield
Sovereign
UltraMaxx
    
    Berkshire Beaded
Bennington
Board and Batten
Centennial Beaded
CenterLock
Charter Oak
Northern Forest
Preservation
Prodigy
Sequoia
Sovereign Select
Williamsport
    
    Cedarwood
Driftwood
Gallery Series
SuperGuard
SteelTek
SteelSide
Universal
    
    Cedarwood
Vin.Al.Wood DeluxeStandard
    
    Alpine 80 Series
Berkshire
Excalibur
Fairfield 80 Series
Geneva
Sierra
Signature
    
    Advantage III
Advantage Plus
Amherst
Concord
Fair Oaks
Odyssey Plus
Seneca
Signature Supreme
Somerville IIIEconomy
    
    Alpine 70 Series
Amherst
Blue Print Series
Centurion
Concord
Fairfield 70 Series
New Construction
Performance Series
    
    Aurora Brushed
Aurora Driftwood
Conquest
Driftwood
Landscape
    
    
    
    Woodgrain Series
 ®
 5




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##### 



Marketing and Distribution
      6




---



##### 



Manufacturing.
   Raw Materials.
 Competition.
 7




---



##### 



Seasonality.
 BACKLOG
  ACQUISITIONS AND DIVESTITURES
 Ò Ò
  TRADEMARKS, PATENTS AND OTHER INTANGIBLE ASSETS
 ® ® ® ®
 8




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##### 



® ®
  GOVERNMENT REGULATION AND ENVIRONMENTAL MATTERS
   EMPLOYEES
   FINANCIAL INFORMATION ABOUT GEOGRAPHIC AREAS
  AVAILABLE INFORMATION
  9




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##### 



ITEM 1A . RISK FACTORS
   The Companys substantial level of indebtedness could adversely affect its financial
condition.
   
    
    the Companys ability to obtain additional financing for working capital, capital
expenditures, acquisitions or general corporate purposes may be impaired;
    
    the Company must use a substantial portion of its cash flow from operations to pay
interest and principal on the notes and other indebtedness, which will reduce the funds
available to the Company for other purposes such as potential acquisitions and capital
expenditures;
    
    the Company is exposed to fluctuations in interest rates, because the credit facility
has a variable rate of interest;
    
    the Company has a higher level of indebtedness than some of its competitors, which may
put it at a competitive disadvantage and reduce the Companys flexibility in planning for,
or responding to, changing industry conditions, including increased competition;
    
    the Company is more vulnerable to general economic downturns and adverse developments in
its business; and
    
    the Companys failure to comply with financial and other restrictive covenants in the
credit facility, in the indenture governing the $165 million of 9 3/4% senior subordinated
notes due 2012 (9 3/4% notes) and other debt obligations, some of which require the
Company to maintain specified financial ratios and limit the Companys ability to incur
additional debt and sell assets, could result in an event of default that, if not cured or
waived, could harm the Companys business or prospects and could result in bankruptcy.
  10




---



##### 



If AMH II defaults on its debt obligations, it could result in a change in control.
   The Company will be able to incur more indebtedness and the risks associated with its
substantial leverage, including its ability to service its indebtedness, will increase.
  11




---



##### 



The right to receive payments on the 9 3/4% notes and guarantees is subordinated to the
Companys senior debt.
  The indenture for the 9 3/4% notes and the credit facility impose significant operating and
financial restrictions on the Company, which may prevent it from capitalizing on business
opportunities and taking some corporate actions.
  
    
    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.
   12




---



##### 



The exterior residential building products industry is cyclical and downturns in the industry
or the economy could negatively affect the Companys operating results.
  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 could face potential product liability claims relating to products it manufactures
or distributes.
  The Company has significant goodwill and other intangible assets.
  13




---



##### 



® ® ® ®
 The Company is controlled by affiliates of Investcorp S.A. and Harvest Partners, Inc., whose
interests may be different than other investors.
  The Company may incur significant, unanticipated warranty claims.
  The Company is subject to various environmental statutes and regulations, which may result in
significant costs.
   14




---



##### 



ITEM 1B . UNRESOLVED STAFF COMMENTS
  ITEM 2 . PROPERTIES
  Location
    
    Principal Use
    
    Square FeetCuyahoga Falls, Ohio
    
    Associated Materials Incorporated 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)Cedar Rapids, Iowa
    
    Vinyl Windows
    
    
    257,000
    (1)Kinston, North Carolina
    
    Vinyl Windows
    
    
    319,000
    (1)London, Ontario
    
    Vinyl Windows
    
    
    60,000Richmond, Virginia
    
    Former Vinyl Windows Plant
    
    
    60,000
    (2)Burlington, Ontario
    
    Vinyl Siding Products
    
    
    394,000
    (3)Ennis, Texas
    
    Vinyl Siding Products
    
    
    538,000
    (4)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)
 
 (1)
    
    Leased facilities.(2)
    
    This plant was closed in June 2004 and is currently being subleased.(3)
    
    The Company leases a portion of its warehouse space in this facility.(4)
    
    Includes a 237,000 square foot warehouse that was built during 2005 and is leased. The
Company owns the remainder of the facility.     ITEM 3. LEGAL PROCEEDINGS
   15




---



##### 



16




---



##### 



ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITIES HOLDERS
   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
  17




---



##### 



ITEM 6. SELECTED FINANCIAL DATA
  108 Days
    
    
    
    257 Days
    
    
    Year
    
    
    Year
    
    
    Year
    
    
    YearEnded
    
    
    
    Ended
    
    
    Ended
    
    
    Ended
    
    
    Ended
    
    
    EndedApril 18,
    
    
    
    December 31,
    
    
    January 3,
    
    
    January 1,
    
    
    December 31,
    
    
    December 30,2002
    
    
    
    2002
    
    
    2004
    
    
    2005
    
    
    2005
    
    
    2006Predecessor
    
    
    
    Successor(In thousands)Income Statement Data:Net sales
    
    $
    180,230
    
    
    
    $
    449,324
    
    
    $
    779,836
    
    
    $
    1,093,959
    
    
    $
    1,173,591
    
    
    $
    1,250,054Cost of sales
    
    
    130,351
    
    
    
    
    317,077
    
    
    
    561,525
    
    
    
    804,951
    
    
    
    906,267
    
    
    
    947,776Gross profit
    
    
    49,879
    
    
    
    
    132,247
    
    
    
    218,311
    
    
    
    289,008
    
    
    
    267,324
    
    
    
    302,278Selling, general and administrative expenses
    
    
    43,272
    
    
    
    
    86,097
    
    
    
    149,571
    
    
    
    184,524
    
    
    
    198,493
    
    
    
    203,844Impairment of long-lived assets (1)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    3,423Transaction costs:Bonuses(2)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    36,811
    
    
    
    
    
    
    
    Stock option compensation expense(3)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    30,838
    
    
    
    
    
    
    
    Facility closure costs, net(4)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    4,535
    
    
    
    3,956
    
    
    
    (92
    )Income from operations
    
    
    6,607
    
    
    
    
    46,150
    
    
    
    68,740
    
    
    
    32,300
    
    
    
    64,875
    
    
    
    95,103Interest expense(5)
    
    
    2,068
    
    
    
    
    16,850
    
    
    
    27,369
    
    
    
    27,784
    
    
    
    31,922
    
    
    
    32,413Foreign currency (gain) loss
    
    
    
    
    
    
    
    
    
    
    
    (548
    )
    
    
    387
    
    
    
    781
    
    
    
    (703
    )Recapitalization transaction costs(6)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    16,297
    
    
    
    
    
    
    
    Merger transaction costs (7)
    
    
    9,319
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Debt extinguishment costs(8)(9)
    
    
    
    
    
    
    
    7,579
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Income (loss) before income taxes
    
    
    (4,780
    )
    
    
    
    21,721
    
    
    
    41,919
    
    
    
    (12,168
    )
    
    
    32,172
    
    
    
    63,393Income taxes (benefit)
    
    
    977
    
    
    
    
    9,016
    
    
    
    17,388
    
    
    
    (1,234
    )
    
    
    9,709
    
    
    
    30,096Income (loss) from continuing operations
    
    
    (5,757
    )
    
    
    
    12,705
    
    
    
    24,531
    
    
    
    (10,934
    )
    
    
    22,463
    
    
    
    33,297Loss from discontinued operations, net
    
    
    
    
    
    
    
    (521
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Net income (loss)
    
    $
    (5,757
    )
    
    
    $
    12,184
    
    
    $
    24,531
    
    
    $
    (10,934
    )
    
    $
    22,463
    
    
    $
    33,297Other Data:Cash provided by (used in) operating activities
    
    $
    (18,258
    )
    
    
    $
    42,577
    
    
    $
    55,976
    
    
    $
    18,737
    
    
    $
    47,897
    
    
    $
    68,300Capital expenditures
    
    
    3,817
    
    
    
    
    8,938
    
    
    
    12,689
    
    
    
    18,741
    
    
    
    20,959
    
    
    
    14,648Cash used in investing activities(8)
    
    
    (3,597
    )
    
    
    
    (346,993
    )
    
    
    (123,510
    )
    
    
    (18,651
    )
    
    
    (20,877
    )
    
    
    (11,740
    )Cash provided by (used in) financing activities(8)
    
    
    (245
    )
    
    
    
    311,745
    
    
    
    58,738
    
    
    
    53,176
    
    
    
    (72,882
    )
    
    
    (53,863
    )Balance Sheet Data (end of period):Working capital
    
    
    
    
    
    
    $
    88,546
    
    
    $
    113,698
    
    
    $
    200,048
    
    
    $
    154,536
    
    
    $
    151,022Total assets
    
    
    
    
    
    
    
    565,537
    
    
    
    721,004
    
    
    
    850,855
    
    
    
    817,597
    
    
    
    786,331Long-term debt, less current maturities
    
    
    
    
    
    
    
    242,408
    
    
    
    305,000
    
    
    
    339,125
    
    
    
    317,000
    
    
    
    271,000
 18




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##### 



(1)
    
    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.(2)
    
    Represents bonuses paid to certain members of management and a director in conjunction with
the March 2004 dividend recapitalization and the December 2004 recapitalization transaction of
$14.5 million and $22.3 million, respectively.(3)
    
    Represents stock option compensation expense recognized in connection with the December 2004
recapitalization transaction resulting from the exercise and redemption of certain stock
options.(4)
    
    Represents one-time costs associated with the closure of the Freeport, Texas manufacturing
facility consisting primarily of asset impairments of approximately $3.7 million, equipment
relocation costs of approximately $0.3 million, severance benefits of approximately $0.3
million and contract termination costs of approximately $0.2 million for the year ended
January 1, 2005 and 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.(5)
    
    The years ended January 1, 2005 and January 3, 2004 include the write-off of $2.8 million and
$3.9 million, respectively, of debt issuance costs as a result of amending and restating the
Companys credit facility.(6)
    
    Recapitalization transaction costs include $16.3 million of investment banking, legal and
other expenses incurred as a result of the December 2004 recapitalization transaction.(7)
    
    Merger transaction costs include investment banking and legal fees incurred by the
Predecessor in conjunction with the strategic review process and subsequent April 2002 merger
transaction.(8)
    
    Debt extinguishment costs include $4.9 million for the extinguishment of substantially all of
the Successors assumed 9 1/4% notes and $2.7 million for the expense of financing fees
related to an interim credit facility utilized for the April 2002 merger transaction, which
was repaid shortly thereafter.(9)
    
    In 2003, the Company adopted FASB Statement of Financial Accounting Standards No. 145,
Rescission of FASB Statements No. 4, 44 and 64, Amendment of FASB Statement No. 13, and
Technical Corrections, which among other provisions, required debt extinguishment costs
incurred in prior periods to be reclassified and no longer presented as extraordinary items.
As a result of adopting this standard, the Company reclassified debt extinguishment costs
recorded in the second quarter of 2002. 19




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##### 



ITEM 7 . MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
 OVERVIEW
 Ò Ò Ò
    20




---



##### 



RECAPITALIZATION TRANSACTIONS
    21




---



##### 



RESULTS OF OPERATIONS
  Years EndedDecember 30,
    
    
    December 31,
    
    
    January 1,2006
    
    
    2005
    
    
    2005% of
    
    
    
    
    
    
    % of
    
    
    
    
    
    % ofTotal
    
    
    
    
    
    
    Total
    
    
    
    
    
    TotalAmount
    
    
    Net Sales
    
    
    Amount
    
    
    Net Sales
    
    
    Amount
    
    
    Net SalesNet sales
    
    $
    1,250,054
    
    
    
    100.0
    %
    
    $
    1,173,591
    
    
    
    100.0
    %
    
    $
    1,093,959
    
    
    
    100.0
    %Gross profit
    
    
    302,278
    
    
    
    24.2
    
    
    
    267,324
    
    
    
    22.8
    
    
    
    289,008
    
    
    
    26.4Selling, general and administrative expense
    
    
    203,844
    
    
    
    16.3
    
    
    
    198,493
    
    
    
    16.9
    
    
    
    184,524
    
    
    
    16.9Impairment of long-lived assets
    
    
    3,423
    
    
    
    0.3
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Transaction costs:Bonuses
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    36,811
    
    
    
    3.4Stock option compensation expense
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    30,838
    
    
    
    2.8Facility closure costs, net
    
    
    (92
    )
    
    
    0.0
    
    
    
    3,956
    
    
    
    0.3
    
    
    
    4,535
    
    
    
    0.4Income from operations
    
    
    95,103
    
    
    
    7.6
    
    
    
    64,875
    
    
    
    5.5
    
    
    
    32,300
    
    
    
    3.0Interest expense, net
    
    
    32,413
    
    
    
    
    
    
    
    31,922
    
    
    
    
    
    
    
    27,784Foreign currency (gain) loss
    
    
    (703
    )
    
    
    
    
    
    
    781
    
    
    
    
    
    
    
    387Recapitalization transaction costs
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    16,297Income (loss) before income taxes
    
    
    63,393
    
    
    
    
    
    
    
    32,172
    
    
    
    
    
    
    
    (12,168
    )Income taxes (benefit)
    
    
    30,096
    
    
    
    
    
    
    
    9,709
    
    
    
    
    
    
    
    (1,234
    )Net income (loss)
    
    $
    33,297
    
    
    
    
    
    
    $
    22,463
    
    
    
    
    
    
    $
    (10,934
    )Other Data:EBITDA(1)(2)
    
    $
    117,953
    
    
    
    
    
    
    $
    84,569
    
    
    
    
    
    
    $
    36,548Adjusted EBITDA(1)(2)
    
    
    123,193
    
    
    
    
    
    
    
    93,625
    
    
    
    
    
    
    
    125,416Depreciation and amortization
    
    
    22,147
    
    
    
    
    
    
    
    20,475
    
    
    
    
    
    
    
    20,932Capital expenditures
    
    
    14,648
    
    
    
    
    
    
    
    20,959
    
    
    
    
    
    
    
    18,741
 22




---



##### 



Years EndedDecember 30,
    
    
    December 31,
    
    
    January 1,2006
    
    
    2005
    
    
    2005Vinyl windows
    
    $
    411,295
    
    
    $
    377,411
    
    
    $
    338,050Vinyl siding products
    
    
    327,961
    
    
    
    325,048
    
    
    
    301,852Metal products
    
    
    224,676
    
    
    
    205,426
    
    
    
    199,854Third party manufactured products
    
    
    194,126
    
    
    
    177,839
    
    
    
    170,332Other products and services
    
    
    91,996
    
    
    
    87,867
    
    
    
    83,871$
    1,250,054
    
    
    $
    1,173,591
    
    
    $
    1,093,959
 
 (1)
    
    EBITDA is calculated as net income (loss) plus interest, taxes, depreciation and
amortization. Adjusted EBITDA excludes certain items. The Company considers adjusted EBITDA
to be an important indicator 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,
AMIs credit facility has certain covenants that use ratios utilizing this measure of adjusted
EBITDA. Adjusted EBITDA has 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. Adjusted EBITDA is not a
measure 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. The reconciliation of the Companys net
income (loss) to EBITDA and adjusted EBITDA is as follows (in thousands): Years EndedDecember 30,
    
    
    December 31,
    
    
    January 1,2006
    
    
    2005
    
    
    2005Net income (loss)
    
    $
    33,297
    
    
    $
    22,463
    
    
    $
    (10,934
    )Interest expense, net
    
    
    32,413
    
    
    
    31,922
    
    
    
    27,784Income taxes (benefit)
    
    
    30,096
    
    
    
    9,709
    
    
    
    (1,234
    )Depreciation and amortization
    
    
    22,147
    
    
    
    20,475
    
    
    
    20,932EBITDA
    
    
    117,953
    
    
    
    84,569
    
    
    
    36,548Foreign currency (gain) loss
    
    
    (703
    )
    
    
    781
    
    
    
    387Transaction costs  bonuses (i)
    
    
    
    
    
    
    
    
    
    
    36,811Transaction costs  stock option
compensation expense (ii)
    
    
    
    
    
    
    
    
    
    
    30,838Recapitalization transaction costs (iii)
    
    
    
    
    
    
    
    
    
    
    16,297Amortization of management fee (iv)
    
    
    500
    
    
    
    4,000
    
    
    
    Stock compensation expense
    
    
    27
    
    
    
    319
    
    
    
    Facility closure costs, net (v)
    
    
    (92
    )
    
    
    3,956
    
    
    
    4,535Separation costs (vi)
    
    
    2,085
    
    
    
    
    
    
    
    Impairment charges (vii)
    
    
    3,423
    
    
    
    
    
    
    
    Adjusted EBITDA
    
    $
    123,193
    
    
    $
    93,625
    
    
    $
    125,416
 
 (i)
    
    Represents bonuses paid to certain members of management and one director in
conjunction with the March 2004 dividend recapitalization and the December 2004
recapitalization transaction of $14.5 million and $22.3 million, respectively.(ii)
    
    Represents stock option compensation expense recognized in connection with the
December 2004 recapitalization transaction resulting from the exercise and redemption of
certain stock options. 23




---



##### 



(iii)
    
    Represents recapitalization transaction costs including investment banking, legal
and other expenses incurred as a result of the December 2004 recapitalization transaction.(iv)
    
    Represents amortization of a prepaid management fee paid to Investcorp International
Inc. in connection with the December 2004 recapitalization transaction.(v)
    
    Represents one-time costs associated with the closure of the Freeport, Texas
manufacturing facility consisting primarily of asset impairments and equipment relocation
expenses. Total pre-tax expenses related to the Freeport closing were $8.4 million.(vi)
    
    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 Companys Board of Directors.(vii)
    
    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. YEAR ENDED DECEMBER 30, 2006 COMPARED TO YEAR ENDED DECEMBER 31, 2005
    24




---



##### 



® ®
     25




---



##### 



YEAR ENDED DECEMBER 31, 2005 COMPARED TO YEAR ENDED JANUARY 1, 2005
      26




---



##### 



QUARTERLY FINANCIAL DATA
  27




---



##### 



Three Months EndedApril 1
    
    July 1
    
    September 30
    
    December 302006Net sales
    
    $
    259,280
    
    
    $
    348,329
    
    
    $
    343,402
    
    
    $
    299,043Gross profit
    
    
    59,104
    
    
    
    87,241
    
    
    
    85,095
    
    
    
    70,838Selling, general and
administrative expenses(1)
    
    
    51,014
    
    
    
    52,453
    
    
    
    50,692
    
    
    
    49,685Impairment charges
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    3,423Facility closure costs, net
    
    
    
    
    
    
    (92
    )
    
    
    
    
    
    
    Income from operations
    
    
    8,090
    
    
    
    34,880
    
    
    
    34,403
    
    
    
    17,730Net income
    
    
    116
    
    
    
    16,274
    
    
    
    14,584
    
    
    
    2,323
 Three Months EndedApril 2
    
    July 2
    
    October 1
    
    December 312005Net sales
    
    $
    218,569
    
    
    $
    315,364
    
    
    $
    328,249
    
    
    $
    311,409Gross profit
    
    
    49,032
    
    
    
    72,202
    
    
    
    74,735
    
    
    
    71,355Selling, general and
administrative expenses(2)
    
    
    50,751
    
    
    
    50,829
    
    
    
    48,580
    
    
    
    48,333Facility closure costs, net
    
    
    2,553
    
    
    
    862
    
    
    
    541
    
    
    
    Income (loss) from operations
    
    
    (4,272
    )
    
    
    20,511
    
    
    
    25,614
    
    
    
    23,022Net income (loss)
    
    
    (7,261
    )
    
    
    7,695
    
    
    
    11,701
    
    
    
    10,328
 
 (1)
    
    Selling, general and administrative expenses during the first quarter of fiscal 2006 includes
$2.1 million of separation costs related to the resignation of the Companys former Chief
Executive Officer.(2)
    
    Selling, general and administrative expenses in each of the four quarters of fiscal 2005
include $1.0 million of amortization of prepaid management fees paid in connection with the
December 2004 recapitalization transaction. LIQUIDITY AND CAPITAL RESOURCES
  Years EndedDecember 30,
    
    December 31,
    
    January 1,2006
    
    2005
    
    2005Net cash provided by operating activities
    
    $
    68,300
    
    
    $
    47,897
    
    
    $
    18,737Net cash used in investing activities
    
    
    (11,740
    )
    
    
    (20,877
    )
    
    
    (18,651
    )Net cash provided by (used in) financing activities
    
    
    (53,863
    )
    
    
    (72,882
    )
    
    
    53,176
 CASH FLOWS
  CASH FLOWS FROM OPERATING ACTIVITIES
  28




---



##### 



CASH FLOWS FROM INVESTING ACTIVITIES
    CASH FLOWS FROM FINANCING ACTIVITIES
    29




---



##### 



DESCRIPTION OF THE COMPANYS OUTSTANDING INDEBTEDNESS
     30




---



##### 



31




---



##### 



CONTRACTUAL OBLIGATIONS
  Payments Due by Period2008 
    
    2010 
    
    AfterTotal
    
    2007
    
    2009
    
    2011
    
    2011Long-term debt (1) (2)
    
    $
    271,000
    
    
    $
    
    
    
    $
    26,500
    
    
    $
    79,500
    
    
    $
    165,000Interest payments on 9 3/4% notes
    
    
    88,481
    
    
    
    16,088
    
    
    
    32,175
    
    
    
    32,175
    
    
    
    8,043Interest payments on term loan
portion of credit facility (3)
    
    
    28,820
    
    
    
    8,540
    
    
    
    17,080
    
    
    
    3,200
    
    
    
    Operating leases (4)
    
    
    126,408
    
    
    
    30,965
    
    
    
    46,489
    
    
    
    23,637
    
    
    
    25,317Expected pension contributions (5)
    
    
    26,079
    
    
    
    4,321
    
    
    
    13,390
    
    
    
    8,368
    
    
    
    
 
 (1)
    
    Represents principal amounts, but not interest. See Note 8 to the consolidated financial
statements.(2)
    
    The Companys long-term debt consists of the second amended and restated credit facility and
the 9 3/4% notes.(3)
    
    Future interest payments on the Companys term loan were calculated assuming no principal
payments until the required quarterly principal payments that begin in December 2009. The
interest rate used for the calculation was 8.06%, calculated as the weighted average interest
rate of the outstanding borrowings at December 30, 2006 including a margin of 2.50%, which
represents the required margin based on the February 2006 amendment to the credit facility.(4)
    
    For additional information on the Companys operating leases, see Note 9 to the consolidated
financial statements.(5)
    
    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 and
other post-employment benefit 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 can not reasonably estimate payments beyond 2011.    32




---



##### 



OFF-BALANCE SHEET ARRANGEMENTS
    RELATED PARTY TRANSACTIONS
      33




---



##### 



EFFECTS OF INFLATION
  34




---



##### 



RECENT ACCOUNTING PRONOUNCEMENTS
      35




---



##### 



APPLICATION OF CRITICAL ACCOUNTING POLICIES
   Revenue Recognition
 Accounts Receivable
 Inventories
 Goodwill and Other Intangible Assets
 36




---



##### 



Pensions
 Product Warranty Costs and Service Returns
 CERTAIN FORWARD-LOOKING STATEMENTS
  
    
    the Companys operations and results of operations;
    
    changes in home building industry, economic conditions, interest rates,
foreign currency exchange rates and other conditions;
    
    changes in availability of consumer credit, employment trends, levels of
consumer confidence and consumer preferences;
    
    changes in raw material costs and availability;
    
    market acceptance of price increases;
    
    changes 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 the
loan documents governing its indebtedness;
    
    the Companys ability to make distributions, payments or loans to its
parent companies to allow them to make required payments on their debt;
    
    increases in competition from other manufacturers of vinyl and metal
exterior residential building products as well as alternative building products;
    
    shifts in market demand;
    
    increases in the Companys indebtedness;
 37




---



##### 




    
    increases in costs of environmental compliance;
    
    increases in capital expenditure requirements;
    
    potential conflict between existing Alside and Gentek distribution channels; and
    
    the other factors discussed under Item 1A. Risk Factors and elsewhere in this report.
  ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
 INTEREST RATE RISK
   FOREIGN CURRENCY EXCHANGE RATE RISK
  COMMODITY PRICE RISK
  38




---



##### 



ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
 ASSOCIATED MATERIALS INCORPORATED
 INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
 PageReport of Independent Registered Public Accounting Firm
    
    
    40Consolidated Balance Sheets as of December 30, 2006 and December 31, 2005
    
    
    41Consolidated Statements of Operations for the Years Ended December 30,
2006, December 31, 2005 and January 1, 2005
    
    
    42Consolidated Statements of Stockholders Equity and Comprehensive Income
for the Years Ended December 30, 2006, December 31, 2005 and January 1,
2005
    
    
    43Consolidated Statements of Cash Flows for the Years Ended December 30,
2006, December 31, 2005 and January 1, 2005
    
    
    44Notes to Consolidated Financial Statements
    
    
    45
 39




---



##### 



REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
 
      
 40




---



##### 



ASSOCIATED MATERIALS INCORPORATED
 December 30,
    
    
    December 31,2006
    
    
    2005ASSETSCurrent assets:Cash and cash equivalents
    
    $
    15,015
    
    
    $
    12,300Accounts receivable, net of allowance for doubtful accounts of $8,698
at December 30, 2006 and $8,567 at December 31, 2005
    
    
    135,539
    
    
    
    147,664Receivable from parent
    
    
    
    
    
    
    3,908Inventories
    
    
    134,319
    
    
    
    133,524Deferred income taxes
    
    
    8,787
    
    
    
    9,335Other current assets
    
    
    9,645
    
    
    
    10,220Total current assets
    
    
    303,305
    
    
    
    316,951Property, plant and equipment, net
    
    
    134,290
    
    
    
    143,588Goodwill
    
    
    231,332
    
    
    
    230,691Other intangible assets, net
    
    
    105,541
    
    
    
    109,867Other assets
    
    
    11,863
    
    
    
    16,500Total assets
    
    $
    786,331
    
    
    $
    817,597LIABILITIES AND STOCKHOLDERS EQUITYCurrent liabilities:Accounts payable
    
    $
    78,492
    
    
    $
    96,933Payable to parent
    
    
    763
    
    
    
    Accrued liabilities
    
    
    64,764
    
    
    
    57,711Income taxes payable
    
    
    8,264
    
    
    
    7,771Total current liabilities
    
    
    152,283
    
    
    
    162,415Deferred income taxes
    
    
    50,928
    
    
    
    49,807Other liabilities
    
    
    46,046
    
    
    
    43,874Long-term debt
    
    
    271,000
    
    
    
    317,000Commitments and contingenciesStockholders equity:Common stock, $0.01 par value:Authorized shares  1,000 at December 30, 2006 and December 31, 2005Issued shares  100 at December 30, 2006 and December 31, 2005
    
    
    
    
    
    
    Capital in excess of par
    
    
    233,750
    
    
    
    233,723Accumulated other comprehensive income (loss)
    
    
    (3,207
    )
    
    
    809Retained earnings
    
    
    35,531
    
    
    
    9,969Total stockholders equity
    
    
    266,074
    
    
    
    244,501Total liabilities and stockholders equity
    
    $
    786,331
    
    
    $
    817,597
  41




---



##### 



ASSOCIATED MATERIALS INCORPORATED
 Years EndedDecember 30,
    
    
    December 31,
    
    
    January 1,2006
    
    
    2005
    
    
    2005Net sales
    
    $
    1,250,054
    
    
    $
    1,173,591
    
    
    $
    1,093,959Cost of sales
    
    
    947,776
    
    
    
    906,267
    
    
    
    804,951Gross profit
    
    
    302,278
    
    
    
    267,324
    
    
    
    289,008Selling, general and administrative expenses
    
    
    203,844
    
    
    
    198,493
    
    
    
    184,524Impairment of long-lived assets
    
    
    3,423
    
    
    
    
    
    
    
    Transaction costs:Bonuses
    
    
    
    
    
    
    
    
    
    
    36,811Stock option compensation expense
    
    
    
    
    
    
    
    
    
    
    30,838Facility closure costs, net
    
    
    (92
    )
    
    
    3,956
    
    
    
    4,535Income from operations
    
    
    95,103
    
    
    
    64,875
    
    
    
    32,300Interest expense, net
    
    
    32,413
    
    
    
    31,922
    
    
    
    27,784Foreign currency (gain) loss
    
    
    (703
    )
    
    
    781
    
    
    
    387Recapitalization transaction costs
    
    
    
    
    
    
    
    
    
    
    16,297Income (loss) before income taxes
    
    
    63,393
    
    
    
    32,172
    
    
    
    (12,168
    )Income taxes (benefit)
    
    
    30,096
    
    
    
    9,709
    
    
    
    (1,234
    )Net income (loss)
    
    $
    33,297
    
    
    $
    22,463
    
    
    $
    (10,934
    )
  42




---



##### 



ASSOCIATED MATERIALS INCORPORATED
 AccumulatedOtherCapital in
    
    
    
    
    
    
    Comprehensive
    
    
    TotalCommon Stock
    
    
    Excess
    
    
    Retained
    
    
    Income
    
    
    StockholdersShares
    
    
    Amount
    
    
    Of Par
    
    
    Earnings
    
    
    (Loss)
    
    
    EquityBalance at January 3, 2004
    
    
    
    
    
    $
    
    
    
    $
    169,932
    
    
    $
    36,715
    
    
    $
    (678
    )
    
    $
    205,969Comprehensive loss:Net loss
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (10,934
    )
    
    
    
    
    
    
    (10,934
    )Minimum pension liability
adjustment
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (2,316
    )
    
    
    (2,316
    )Foreign currency translation
adjustments
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    4,125
    
    
    
    4,125Total comprehensive loss
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (9,125
    )Equity contribution from Holdings
    
    
    
    
    
    
    
    
    
    
    60,691
    
    
    
    
    
    
    
    
    
    
    
    60,691Distribution of Investcorp
proceeds to management
shareholders
    
    
    
    
    
    
    
    
    
    
    (30,406
    )
    
    
    
    
    
    
    
    
    
    
    (30,406
    )Impact of stock option
exercise
    
    
    
    
    
    
    
    
    
    
    30,406
    
    
    
    
    
    
    
    
    
    
    
    30,406Tax benefit from stock option
exercises
    
    
    
    
    
    
    
    
    
    
    2,781
    
    
    
    
    
    
    
    
    
    
    
    2,781Balance at January 1, 2005
    
    
    
    
    
    
    
    
    
    
    233,404
    
    
    
    25,781
    
    
    
    1,131
    
    
    
    260,316Comprehensive income:Net income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    22,463
    
    
    
    
    
    
    
    22,463Minimum pension liability
adjustment
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (2,687
    )
    
    
    (2,687
    )Foreign currency translation
adjustments
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    2,365
    
    
    
    2,365Total comprehensive income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    22,141Impact of stock option
exercise
    
    
    
    
    
    
    
    
    
    
    319
    
    
    
    
    
    
    
    
    
    
    
    319Dividends to parent company
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (38,275
    )
    
    
    
    
    
    
    (38,275
    )Balance at December 31, 2005
    
    
    
    
    
    
    
    
    
    
    233,723
    
    
    
    9,969
    
    
    
    809
    
    
    
    244,501Comprehensive income:Net income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    33,297
    
    
    
    
    
    
    
    33,297Minimum pension liability
adjustment, prior to adoption
of SFAS 158
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,237
    
    
    
    1,237Foreign currency translation
adjustments
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (991
    )
    
    
    (991
    )Total comprehensive income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    33,543Effect of adoption of SFAS 158
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (4,262
    )
    
    
    (4,262
    )Stock option compensation
    
    
    
    
    
    
    
    
    
    
    27
    
    
    
    
    
    
    
    
    
    
    
    27Dividends to parent company
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (7,735
    )
    
    
    
    
    
    
    (7,735
    )Balance at December 30, 2006
    
    
    
    
    
    $
    
    
    
    $
    233,750
    
    
    $
    35,531
    
    
    $
    (3,207
    )
    
    $
    266,074
  43




---



##### 



ASSOCIATED MATERIALS INCORPORATED
 Years EndedDecember 30,
    
    
    December 31,
    
    
    January 1,2006
    
    
    2005
    
    
    2005OPERATING ACTIVITIESNet income (loss)
    
    $
    33,297
    
    
    $
    22,463
    
    
    $
    (10,934
    )Adjustments to reconcile net income (loss) to net
cash provided by operating activities:Depreciation and amortization
    
    
    22,147
    
    
    
    20,475
    
    
    
    20,932Deferred income taxes
    
    
    3,022
    
    
    
    (2,328
    )
    
    
    (3,608
    )Provision for losses on accounts receivable
    
    
    3,043
    
    
    
    3,498
    
    
    
    1,283(Gain) loss on sale of assets
    
    
    (315
    )
    
    
    23
    
    
    
    692Impairment of long-lived assets
    
    
    3,423
    
    
    
    
    
    
    
    Impairment
of fixed assets related to facility closure
    
    
    
    
    
    
    
    
    
    
    3,647Stock option compensation expense
    
    
    27
    
    
    
    319
    
    
    
    30,406Tax benefit from stock option exercises
    
    
    
    
    
    
    
    
    
    
    2,781Receivable from parent
    
    
    
    
    
    
    (418
    )
    
    
    (3,490
    )Amortization of deferred financing costs
    
    
    4,206
    
    
    
    3,864
    
    
    
    4,310Amortization of management fee
    
    
    500
    
    
    
    4,000
    
    
    
    Changes in operating assets and liabilities:Accounts receivable
    
    
    9,005
    
    
    
    (22,218
    )
    
    
    (18,649
    )Inventories
    
    
    (1,002
    )
    
    
    (18,382
    )
    
    
    (15,024
    )Other current assets
    
    
    471
    
    
    
    (1,313
    )
    
    
    (6,994
    )Accounts payable
    
    
    (19,406
    )
    
    
    20,963
    
    
    
    24,389Accrued liabilities
    
    
    7,133
    
    
    
    988
    
    
    
    13,011Income taxes receivable/payable
    
    
    4,511
    
    
    
    16,760
    
    
    
    (14,650
    )Other assets
    
    
    (572
    )
    
    
    (535
    )
    
    
    (2,410
    )Other liabilities
    
    
    (1,190
    )
    
    
    (262
    )
    
    
    (6,955
    )Net cash provided by operating activities
    
    
    68,300
    
    
    
    47,897
    
    
    
    18,737INVESTING ACTIVITIESAdditions to property, plant and equipment
    
    
    (14,648
    )
    
    
    (20,959
    )
    
    
    (18,741
    )Proceeds from sale of assets
    
    
    2,908
    
    
    
    82
    
    
    
    90Net cash used in investing activities
    
    
    (11,740
    )
    
    
    (20,877
    )
    
    
    (18,651
    )FINANCING ACTIVITIESEquity contribution from Holdings
    
    
    
    
    
    
    
    
    
    
    60,691Distribution of Investcorp proceeds to management
shareholders
    
    
    
    
    
    
    
    
    
    
    (30,406
    )Proceeds from borrowings under term loan
    
    
    
    
    
    
    
    
    
    
    175,000Repayments of term loan
    
    
    (46,000
    )
    
    
    (23,000
    )
    
    
    (140,000
    )Financing costs
    
    
    (128
    )
    
    
    
    
    
    
    (12,109
    )Settlement of promissory notes
    
    
    
    
    
    
    (11,607
    )
    
    
    Dividends paid
    
    
    (7,735
    )
    
    
    (38,275
    )
    
    
    Net cash provided by (used in) financing activities
    
    
    (53,863
    )
    
    
    (72,882
    )
    
    
    53,176Effect of exchange rate changes on cash
    
    
    18
    
    
    
    108
    
    
    
    510Net increase (decrease) in cash
    
    
    2,715
    
    
    
    (45,754
    )
    
    
    53,772Cash at beginning of period
    
    
    12,300
    
    
    
    58,054
    
    
    
    4,282Cash at end of period
    
    $
    15,015
    
    
    $
    12,300
    
    
    $
    58,054Supplemental Information:Cash paid for interest
    
    $
    28,649
    
    
    $
    27,715
    
    
    $
    23,422Cash paid (received) for income taxes
    
    $
    22,423
    
    
    $
    (4,821
    )
    
    $
    14,832
  44




---



##### 



ASSOCIATED MATERIALS INCORPORATED
 1. ACCOUNTING POLICIES
 NATURE OF OPERATIONS
  BASIS OF PRESENTATION
   PRINCIPLES OF CONSOLIDATION
  USE OF ESTIMATES
  REVENUE RECOGNITION
  CASH AND CASH EQUIVALENTS
  45




---



##### 



ACCOUNTS RECEIVABLE
  Years EndedDecember 30,
    
    
    December 31,
    
    
    January 1,2006
    
    
    2005
    
    
    2005Balance at beginning of period
    
    $
    8,567
    
    
    $
    7,391
    
    
    $
    7,942Provision for losses
    
    
    3,043
    
    
    
    3,498
    
    
    
    1,283Losses sustained (net of recoveries)
    
    
    (2,912
    )
    
    
    (2,322
    )
    
    
    (1,834
    )Balance at end of period
    
    $
    8,698
    
    
    $
    8,567
    
    
    $
    7,391
 INVENTORIES
   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
  46




---



##### 



PRODUCT WARRANTY COSTS AND SERVICE RETURNS
   December 30,
    
    
    December 31,
    
    
    January 1,2006
    
    
    2005
    
    
    2005Balance at the beginning of the year
    
    $
    21,739
    
    
    $
    21,579
    
    
    $
    15,979Provision for warranties issued
    
    
    11,289
    
    
    
    8,011
    
    
    
    7,016Revisions to Gentek warranties assumed
    
    
    
    
    
    
    
    
    
    
    6,673Claims paid
    
    
    (7,993
    )
    
    
    (7,851
    )
    
    
    (8,089
    )Balance at the end of the year
    
    $
    25,035
    
    
    $
    21,739
    
    
    $
    21,579
 INCOME TAXES
  DERIVATIVES AND HEDGING ACTIVITIES
  STOCK PLANS
  47




---



##### 



COST OF SALES AND SELLING, GENERAL AND ADMINISTRATIVE EXPENSES
   LEASE OBLIGATIONS
 .
 MARKETING AND ADVERTISING
  FOREIGN CURRENCY TRANSLATION
  RECLASSIFICATIONS
  48




---



##### 



RECENT ACCOUNTING PRONOUNCEMENTS
      49




---



##### 



2. RECAPITALIZATION TRANSACTIONS
    3. RELATED PARTIES
  50




---



##### 



51




---



##### 



4. INVENTORIES
  December 30,
    
    
    December 31,2006
    
    
    2005Raw materials
    
    $
    30,406
    
    
    $
    27,480Work-in-progress
    
    
    11,867
    
    
    
    10,709Finished goods and purchased stock
    
    
    92,046
    
    
    
    95,335$
    134,319
    
    
    $
    133,524
 5. GOODWILL AND OTHER INTANGIBLE ASSETS
  Average
    
    
    December 30, 2006
    
    
    December 31, 2005Amortization
    
    
    
    
    
    
    
    
    
    
    Net
    
    
    
    
    
    
    
    
    
    
    NetPeriod
    
    
    
    
    
    
    Accumulated
    
    
    Carrying
    
    
    
    
    
    
    Accumulated
    
    
    Carrying(In Years)
    
    
    Cost
    
    
    Amortization
    
    
    Value
    
    
    Cost
    
    
    Amortization
    
    
    ValueTrademarks and trade names
    
    
    15
    
    
    $
    108,290
    
    
    $
    8,449
    
    
    $
    99,841
    
    
    $
    109,280
    
    
    $
    6,580
    
    
    $
    102,700Patents
    
    
    10
    
    
    
    6,230
    
    
    
    2,918
    
    
    
    3,312
    
    
    
    6,550
    
    
    
    2,416
    
    
    
    4,134Customer base
    
    
    7
    
    
    
    4,818
    
    
    
    2,430
    
    
    
    2,388
    
    
    
    4,824
    
    
    
    1,791
    
    
    
    3,033Total other intangible assets
    
    
    
    
    
    $
    119,338
    
    
    $
    13,797
    
    
    $
    105,541
    
    
    $
    120,654
    
    
    $
    10,787
    
    
    $
    109,867
 Ò Ò Ò ® ® ®
 52




---



##### 



6. PROPERTY, PLANT AND EQUIPMENT
  December 30,
    
    
    December 31,2006
    
    
    2005Land
    
    $
    5,650
    
    
    $
    5,916Buildings
    
    
    50,476
    
    
    
    52,115Construction in process
    
    
    1,607
    
    
    
    2,234Machinery and equipment
    
    
    139,999
    
    
    
    131,890197,732
    
    
    
    192,155Less accumulated depreciation
    
    
    63,442
    
    
    
    48,567$
    134,290
    
    
    $
    143,588
   7. ACCRUED AND OTHER LIABILITIES
  December 30,
    
    
    December 31,2006
    
    
    2005Employee compensation
    
    $
    19,728
    
    
    $
    12,521Sales promotions and incentives
    
    
    18,152
    
    
    
    18,605Warranty reserves
    
    
    6,863
    
    
    
    6,652Employee benefits
    
    
    7,403
    
    
    
    6,225Interest
    
    
    3,728
    
    
    
    4,122Taxes other than income
    
    
    4,252
    
    
    
    4,443Other
    
    
    4,638
    
    
    
    5,143$
    64,764
    
    
    $
    57,711
  December 30,
    
    
    December 31,2006
    
    
    2005Pensions and other postretirement plans
    
    $
    27,259
    
    
    $
    28,787Warranty reserves
    
    
    18,172
    
    
    
    15,087Other
    
    
    615
    
    
    
    $
    46,046
    
    
    $
    43,874
 53




---



##### 



8. LONG-TERM DEBT
  December 30,
    
    
    December 31,2006
    
    
    20059 3/4% notes
    
    $
    165,000
    
    
    $
    165,000Term loan under credit facility
    
    
    106,000
    
    
    
    152,000Total long-term debt
    
    $
    271,000
    
    
    $
    317,000
      54




---



##### 



55




---



##### 



9. COMMITMENTS
  2007
    
    $
    30,9652008
    
    
    26,0672009
    
    
    20,4222010
    
    
    13,9582011
    
    
    9,679Thereafter
    
    
    25,317Total future minimum lease payments
    
    $
    126,408
   10. INCOME TAXES
  Years EndedDecember 30, 2006
    
    
    December 31, 2005
    
    
    January 1, 2005Current
    
    
    Deferred
    
    
    Current
    
    
    Deferred
    
    
    Current
    
    
    DeferredFederal
    
    $
    13,348
    
    
    $
    4,385
    
    
    $
    3,903
    
    
    $
    1,012
    
    
    $
    (4,382
    )
    
    $
    (2,786
    )State
    
    
    3,216
    
    
    
    (774
    )
    
    
    1,327
    
    
    
    (3,417
    )
    
    
    811
    
    
    
    (730
    )Foreign
    
    
    10,510
    
    
    
    (589
    )
    
    
    6,807
    
    
    
    77
    
    
    
    5,945
    
    
    
    (92
    )$
    27,074
    
    
    $
    3,022
    
    
    $
    12,037
    
    
    $
    (2,328
    )
    
    $
    2,374
    
    
    $
    (3,608
    )
   56




---



##### 



December 30,
    
    
    December 31,2006
    
    
    2005Deferred tax assets:Medical benefits
    
    $
    2,726
    
    
    $
    2,365Bad debt expense
    
    
    3,438
    
    
    
    3,414Pension and other postretirement plans
    
    
    7,340
    
    
    
    8,428Inventory costs
    
    
    1,841
    
    
    
    1,866Interest
    
    
    2,071
    
    
    
    1,087Warranty costs
    
    
    9,492
    
    
    
    8,446Net operating loss carryforward
    
    
    3,313
    
    
    
    3,982Accrued expenses and other
    
    
    2,508
    
    
    
    2,705Total deferred tax assets
    
    
    32,729
    
    
    
    32,293Deferred tax liabilities:Depreciation
    
    
    27,629
    
    
    
    30,810Intangible assets
    
    
    40,687
    
    
    
    41,955Tax liability on unremitted foreign earnings
    
    
    6,554
    
    
    
    Total deferred tax liabilities
    
    
    74,870
    
    
    
    72,765Net deferred tax liabilities
    
    $
    (42,141
    )
    
    $
    (40,472
    )
   Years EndedDecember 30,
    
    December 31,
    
    January 1,2006
    
    2005
    
    2005Statutory rate
    
    
    35.0
    %
    
    
    35.0
    %
    
    
    35.0
    %State income tax, net of federal income tax benefit
    
    
    2.5
    
    
    
    (8.3
    )
    
    
    (0.3
    )Non-deductible merger transaction costs
    
    
    
    
    
    
    (3.3
    )
    
    
    (31.3
    )Tax liability on remitted and unremitted foreign
earnings
    
    
    10.3
    
    
    
    6.5
    
    
    
    Foreign rate differential
    
    
    (0.4
    )
    
    
    (1.4
    )
    
    
    2.0Other
    
    
    0.1
    
    
    
    1.7
    
    
    
    4.7Effective rate
    
    
    47.5
    %
    
    
    30.2
    %
    
    
    10.1
    %
    57




---



##### 



11. STOCKHOLDERS EQUITY
    December 30,
    
    
    December 31,
    
    
    January 1,2006
    
    
    2005
    
    
    2005Pension liability adjustments
    
    $
    (11,708
    )
    
    $
    (8,683
    )
    
    $
    (5,996
    )Foreign currency translation adjustments
    
    
    8,501
    
    
    
    9,492
    
    
    
    7,127Accumulated other comprehensive income (loss)
    
    $
    (3,207
    )
    
    $
    809
    
    
    $
    1,131
 12. STOCK PLANS
  58




---



##### 




    
    Options to purchase shares of AMH common stock at the fair market value on the date of
grant, which will vest over time;
    
    Options to purchase shares of AMH common stock at the fair market value on the date of
grant, which will vest 100% on the eighth anniversary from the date of grant provided that
the option vesting may be accelerated upon the occurrence of a liquidity event, as defined
in the 2002 Plan, and the achievement of a specified internal rate of return on the funds
invested by Harvest Partners and minimum aggregate proceeds for the investment by Harvest
Partners (performance-based options) and;
    
    Options to purchase shares of Holdings common stock and preferred stock as a unit,
comprised of one share of preferred stock and a specified fraction of a share of common
stock granted in exchange for a portion of the outstanding options to purchase shares of
the predecessor companys common stock, which became fully vested upon completion of the
April 2002 merger transaction. These options were exercised for Holdings stock in
connection with the March 2004 dividend recapitalization with shares being exchanged for
AMH stock after exercise. The shares of AMH preferred stock were redeemed in connection
with the March 2004 dividend recapitalization.
    59




---



##### 



Weighted
    
    
    RemainingAverage
    
    
    Contractual TermShares
    
    
    Exercise Price
    
    
    (years)Options outstanding January 3, 2004
    
    
    494,578
    
    
    $
    11.75Granted under 2002 Plan
    
    
    36,757
    
    
    
    66.17Exercised
    
    
    (333,350
    )
    
    
    15.56Expired or canceled
    
    
    (8,070
    )
    
    
    10.00Options outstanding prior to
December 2004 recapitalization
transaction
    
    
    189,915
    
    
    
    15.67Options adjusted for December 2004
recapitalization transaction
    
    
    189,915
    
    
    
    7.83Granted under 2004 Plan
    
    
    429,850
    
    
    
    70.95Options outstanding January 1, 2005
    
    
    809,680
    
    
    
    41.34Granted under 2004 Plan
    
    
    38,950
    
    
    
    65.54Exercised
    
    
    (5,247
    )
    
    
    5.00Expired or canceled
    
    
    (114,530
    )
    
    
    51.31Options outstanding December 31, 2005
    
    
    728,853
    
    
    
    41.33Granted under 2004 Plan
    
    
    25,117
    
    
    
    5.00Exercised
    
    
    
    
    
    
    Expired or canceled
    
    
    (244,958
    )
    
    
    53.40Options outstanding December 30, 2006
    
    
    509,012
    
    
    $
    33.73
    
    
    
    6.8Options exercisable December 30, 2006
    
    
    243,370
    
    
    $
    6.91
    
    
    
    5.4
   60




---



##### 



13. FACILITY CLOSURE
  14. BUSINESS SEGMENTS
  Years EndedDecember 30,
    
    
    December 31,
    
    
    January 1,2006
    
    
    2005
    
    
    2005Vinyl windows
    
    $
    411,295
    
    
    $
    377,411
    
    
    $
    338,050Vinyl siding products
    
    
    327,961
    
    
    
    325,048
    
    
    
    301,852Metal products
    
    
    224,676
    
    
    
    205,426
    
    
    
    199,854Third party manufactured products
    
    
    194,126
    
    
    
    177,839
    
    
    
    170,332Other products and services
    
    
    91,996
    
    
    
    87,867
    
    
    
    83,871$
    1,250,054
    
    
    $
    1,173,591
    
    
    $
    1,093,959
  15. RETIREMENT PLANS
   61




---



##### 



Prior to Adopting
    
    Effect of SFAS 158
    
    As Reported atSFAS 158
    
    Adoption
    
    December 30, 2006Other assets
    
    $
    12,236
    
    
    $
    (373
    )
    
    $
    11,863Accrued employee benefits
    
    
    6,611
    
    
    
    792
    
    
    
    7,403Pension and other postretirement plans
    
    
    21,957
    
    
    
    5,302
    
    
    
    27,259Current deferred income taxes
    
    
    8,483
    
    
    
    304
    
    
    
    8,787Long-term deferred income taxes
    
    
    52,829
    
    
    
    (1,901
    )
    
    
    50,928Accumulated other comprehensive income (loss)
    
    
    1,055
    
    
    
    (4,262
    )
    
    
    (3,207
    )
  2006
    
    
    2005Domestic
    
    
    Foreign
    
    
    Domestic
    
    
    ForeignPlans
    
    
    Plans
    
    
    Plans
    
    
    PlansAccumulated Benefit Obligation
    
    $
    50,428
    
    
    $
    40,963
    
    
    $
    50,644
    
    
    $
    35,711Change In Projected Benefit ObligationProjected benefit obligation at beginning of year
    
    $
    51,122
    
    
    $
    42,519
    
    
    $
    45,929
    
    
    $
    34,566Service cost
    
    
    510
    
    
    
    2,007
    
    
    
    478
    
    
    
    1,364Interest cost
    
    
    2,784
    
    
    
    2,404
    
    
    
    2,651
    
    
    
    2,071Plan amendments
    
    
    118
    
    
    
    
    
    
    
    
    
    
    
    415Actuarial (gain) loss
    
    
    (1,357
    )
    
    
    1,406
    
    
    
    4,105
    
    
    
    3,022Employee contributions
    
    
    
    
    
    
    333
    
    
    
    
    
    
    
    321Benefits paid
    
    
    (2,304
    )
    
    
    (1,665
    )
    
    
    (2,041
    )
    
    
    (583
    )Effect of foreign exchange
    
    
    
    
    
    
    (258
    )
    
    
    
    
    
    
    1,343Projected benefit obligation at end of year
    
    $
    50,873
    
    
    $
    46,746
    
    
    $
    51,122
    
    
    $
    42,519
 62




---



##### 



2006
    
    
    2005Domestic
    
    
    Foreign
    
    
    Domestic
    
    
    ForeignPlans
    
    
    Plans
    
    
    Plans
    
    
    PlansChange In Plan AssetsFair value of assets at beginning of year
    
    $
    34,773
    
    
    $
    32,124
    
    
    $
    34,328
    
    
    $
    26,357Actual return on plan assets
    
    
    3,153
    
    
    
    3,806
    
    
    
    2,008
    
    
    
    2,501Employer contributions
    
    
    4,191
    
    
    
    3,381
    
    
    
    478
    
    
    
    2,516Employee contributions
    
    
    
    
    
    
    333
    
    
    
    
    
    
    
    321Benefits paid
    
    
    (2,304
    )
    
    
    (1,665
    )
    
    
    (2,041
    )
    
    
    (583
    )Effect of foreign exchange
    
    
    
    
    
    
    (271
    )
    
    
    
    
    
    
    1,012Fair value of assets at end of year
    
    
    39,813
    
    
    
    37,708
    
    
    
    34,773
    
    
    
    32,124Funded status
    
    
    (11,060
    )
    
    
    (9,038
    )
    
    
    (16,349
    )
    
    
    (10,395
    )Unrecognized:Prior service costs
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    402Cumulative net loss
    
    
    
    
    
    
    
    
    
    
    13,864
    
    
    
    4,780Net amount recognized in consolidated
balance sheets
    
    
    
    
    
    
    
    
    
    $
    (2,485
    )
    
    $
    (5,213
    )Amounts recognized in the consolidated
balance sheets consist of:Long-term accrued benefit cost
    
    $
    (11,060
    )
    
    $
    (9,038
    )
    
    $
    (15,870
    )
    
    $
    (6,787
    )Other asset
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    402Cumulative other comprehensive loss
    
    
    
    
    
    
    
    
    
    
    13,385
    
    
    
    1,172$
    (11,060
    )
    
    $
    (9,038
    )
    
    $
    (2,485
    )
    
    $
    (5,213
    )
  December 31,
    
    December 31,2006
    
    2005Domestic
    
    Foreign
    
    Domestic
    
    ForeignPlans
    
    Plans
    
    Plans
    
    PlansDiscount rate
    
    
    5.76
    %
    
    
    5.25
    %
    
    
    5.50
    %
    
    
    5.25
    %Salary increases
    
    
    3.75
    %
    
    
    3.50
    %
    
    
    3.75
    %
    
    
    3.50
    %
   2006
    
    2005Domestic
    
    Foreign
    
    Domestic
    
    ForeignPlans
    
    Plans
    
    Plans
    
    PlansASSET ALLOCATIONSEquity securities
    
    
    63
    %
    
    
    58
    %
    
    
    64
    %
    
    
    60
    %Debt securities
    
    
    32
    %
    
    
    36
    %
    
    
    35
    %
    
    
    35
    %Other
    
    
    5
    %
    
    
    6
    %
    
    
    1
    %
    
    
    5
    %Total
    
    
    100
    %
    
    
    100
    %
    
    
    100
    %
    
    
    100
    %
  63




---



##### 



2006
    
    
    2005
    
    
    2004Domestic
    
    
    Foreign
    
    
    Domestic
    
    
    Foreign
    
    
    Domestic
    
    
    ForeignPlans
    
    
    Plans
    
    
    Plans
    
    
    Plans
    
    
    Plans
    
    
    PlansNET PERIODIC PENSION COSTService cost
    
    $
    510
    
    
    $
    2,007
    
    
    $
    478
    
    
    $
    1,364
    
    
    $
    437
    
    
    $
    1,139Interest cost
    
    
    2,784
    
    
    
    2,404
    
    
    
    2,651
    
    
    
    2,071
    
    
    
    2,565
    
    
    
    1,812Expected return on assets
    
    
    (2,982
    )
    
    
    (2,656
    )
    
    
    (2,917
    )
    
    
    (2,177
    )
    
    
    (2,818
    )
    
    
    (1,785
    )Amortization of unrecognized:Prior service cost
    
    
    10
    
    
    
    29
    
    
    
    
    
    
    
    27
    
    
    
    
    
    
    
    Cumulative net loss
    
    
    851
    
    
    
    40
    
    
    
    611
    
    
    
    2
    
    
    
    327
    
    
    
    Net periodic pension cost
    
    $
    1,173
    
    
    $
    1,824
    
    
    $
    823
    
    
    $
    1,287
    
    
    $
    511
    
    
    $
    1,166WEIGHTED AVERAGE ASSUMPTIONS USED
TO DETERMINE NET PERIOD BENEFIT
COST
FOR YEARS ENDED DECEMBER 31Discount rate
    
    
    5.50
    %
    
    
    5.25
    %
    
    
    5.75
    %
    
    
    5.75
    %
    
    
    6.25
    %
    
    
    6.25
    %Long-term rate of return on assets
    
    
    8.50
    %
    
    
    7.75
    %
    
    
    8.75
    %
    
    
    8.00
    %
    
    
    8.75
    %
    
    
    8.00
    %Salary increases
    
    
    3.75
    %
    
    
    3.50
    %
    
    
    
    
    
    
    3.50
    %
    
    
    
    
    
    
    3.50
    %
   Domestic
    
    ForeignPlans
    
    Plans2007
    
    $
    2,117
    
    
    $
    8252008
    
    
    2,234
    
    
    
    1,0692009
    
    
    2,386
    
    
    
    1,2102010
    
    
    2,450
    
    
    
    1,4052011
    
    
    2,628
    
    
    
    1,6622012  2016
    
    
    16,288
    
    
    
    13,472
  64




---



##### 



16.SUBSIDIARY GUARANTORS
  ASSOCIATED MATERIALS INCORPORATED AND SUBSIDIARIES
 Guarantor
    
    
    Non-Guarantor
    
    
    ReclassificationParent
    
    
    Subsidiaries
    
    
    Subsidiary
    
    
    /Eliminations
    
    
    ConsolidatedAssetsCurrent assets:Cash and cash equivalents
    
    $
    10,014
    
    
    $
    1,692
    
    
    $
    3,309
    
    
    $
    
    
    
    $
    15,015Accounts receivable, net
    
    
    93,959
    
    
    
    21,047
    
    
    
    20,533
    
    
    
    
    
    
    
    135,539Intercompany receivables
    
    
    
    
    
    
    33,714
    
    
    
    18,786
    
    
    
    (52,500
    )
    
    
    Inventories
    
    
    84,629
    
    
    
    17,668
    
    
    
    32,022
    
    
    
    
    
    
    
    134,319Income taxes receivable
    
    
    
    
    
    
    5,915
    
    
    
    88
    
    
    
    (6,003
    )
    
    
    Deferred income taxes
    
    
    5,675
    
    
    
    2,694
    
    
    
    418
    
    
    
    
    
    
    
    8,787Other current assets
    
    
    7,154
    
    
    
    1,240
    
    
    
    1,251
    
    
    
    
    
    
    
    9,645Total current assets
    
    
    201,431
    
    
    
    83,970
    
    
    
    76,407
    
    
    
    (58,503
    )
    
    
    303,305Property, plant and equipment,
net
    
    
    99,060
    
    
    
    3,225
    
    
    
    32,005
    
    
    
    
    
    
    
    134,290Goodwill
    
    
    194,814
    
    
    
    36,518
    
    
    
    
    
    
    
    
    
    
    
    231,332Other intangible assets, net
    
    
    93,408
    
    
    
    11,189
    
    
    
    944
    
    
    
    
    
    
    
    105,541Investment in subsidiaries
    
    
    144,347
    
    
    
    52,210
    
    
    
    
    
    
    
    (196,557
    )
    
    
    Other assets
    
    
    11,843
    
    
    
    
    
    
    
    20
    
    
    
    
    
    
    
    11,863Total assets
    
    $
    744,903
    
    
    $
    187,112
    
    
    $
    109,376
    
    
    $
    (255,060
    )
    
    $
    786,331Liabilities And Stockholders
EquityCurrent liabilities:Accounts payable
    
    $
    43,811
    
    
    $
    15,359
    
    
    $
    19,322
    
    
    $
    
    
    
    $
    78,492Intercompany payables
    
    
    37,744
    
    
    
    
    
    
    
    14,756
    
    
    
    (52,500
    )
    
    
    Payable to parent
    
    
    763
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    763Accrued liabilities
    
    
    49,217
    
    
    
    7,599
    
    
    
    7,948
    
    
    
    
    
    
    
    64,764Income taxes payable
    
    
    14,267
    
    
    
    
    
    
    
    
    
    
    
    (6,003
    )
    
    
    8,264Total current liabilities
    
    
    145,802
    
    
    
    22,958
    
    
    
    42,026
    
    
    
    (58,503
    )
    
    
    152,283Deferred income taxes
    
    
    45,450
    
    
    
    3,560
    
    
    
    1,918
    
    
    
    
    
    
    
    50,928Other liabilities
    
    
    16,577
    
    
    
    16,247
    
    
    
    13,222
    
    
    
    
    
    
    
    46,046Long-term debt
    
    
    271,000
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    271,000Stockholders equity
    
    
    266,074
    
    
    
    144,347
    
    
    
    52,210
    
    
    
    (196,557
    )
    
    
    266,074Total liabilities and
stockholders equity
    
    $
    744,903
    
    
    $
    187,112
    
    
    $
    109,376
    
    
    $
    (255,060
    )
    
    $
    786,331
 65




---



##### 



ASSOCIATED MATERIALS INCORPORATED AND SUBSIDIARIES
 Guarantor
    
    
    Non-Guarantor
    
    
    Reclassification/Parent
    
    
    Subsidiaries
    
    
    Subsidiary
    
    
    Elimination
    
    
    ConsolidatedNet sales
    
    $
    883,676
    
    
    $
    241,894
    
    
    $
    291,423
    
    
    $
    (166,939
    )
    
    $
    1,250,054Cost of sales
    
    
    655,071
    
    
    
    226,360
    
    
    
    233,284
    
    
    
    (166,939
    )
    
    
    947,776Gross profit
    
    
    228,605
    
    
    
    15,534
    
    
    
    58,139
    
    
    
    
    
    
    
    302,278Selling, general and
administrative expense
    
    
    157,264
    
    
    
    18,111
    
    
    
    28,469
    
    
    
    
    
    
    
    203,844Impairment of long-lived assets
    
    
    3,423
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    3,423Facility closure costs, net
    
    
    (92
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (92
    )Income from operations
    
    
    68,010
    
    
    
    (2,577
    )
    
    
    29,670
    
    
    
    
    
    
    
    95,103Interest expense, net
    
    
    31,540
    
    
    
    
    
    
    
    873
    
    
    
    
    
    
    
    32,413Foreign currency (gain) loss
    
    
    
    
    
    
    
    
    
    
    (703
    )
    
    
    
    
    
    
    (703
    )Income before income taxes
    
    
    36,470
    
    
    
    (2,577
    )
    
    
    29,500
    
    
    
    
    
    
    
    63,393Income taxes
    
    
    13,967
    
    
    
    6,207
    
    
    
    9,922
    
    
    
    
    
    
    
    30,096Income before equity income
from subsidiaries
    
    
    22,503
    
    
    
    (8,784
    )
    
    
    19,578
    
    
    
    
    
    
    
    33,297Equity income from subsidiaries
    
    
    10,794
    
    
    
    19,578
    
    
    
    
    
    
    
    (30,372
    )
    
    
    Net income (loss)
    
    $
    33,297
    
    
    $
    10,794
    
    
    $
    19,578
    
    
    $
    (30,372
    )
    
    $
    33,297
 ASSOCIATED MATERIALS INCORPORATED AND SUBSIDIARIES
 Guarantor
    
    
    Non-GuarantorParent
    
    
    Subsidiaries
    
    
    Subsidiary
    
    
    ConsolidatedNet cash provided by (used
in) operating activities
    
    $
    57,778
    
    
    $
    (637
    )
    
    $
    11,159
    
    
    $
    68,300Investing ActivitiesAdditions to property, plant
and equipment
    
    
    (12,193
    )
    
    
    (136
    )
    
    
    (2,319
    )
    
    
    (14,648
    )Proceeds from sale of assets
    
    
    2,849
    
    
    
    
    
    
    
    59
    
    
    
    2,908Net cash used in investing
activities
    
    
    (9,344
    )
    
    
    (136
    )
    
    
    (2,260
    )
    
    
    (11,740
    )Financing ActivitiesRepayments of term loan
    
    
    (46,000
    )
    
    
    
    
    
    
    
    
    
    
    (46,000
    )Financing costs
    
    
    (128
    )
    
    
    
    
    
    
    
    
    
    
    (128
    )Dividends
    
    
    (7,735
    )
    
    
    
    
    
    
    
    
    
    
    (7,735
    )Intercompany transactions
    
    
    8,433
    
    
    
    1,419
    
    
    
    (9,852
    )
    
    
    Net cash provided by (used in)
financing activities
    
    
    (45,430
    )
    
    
    1,419
    
    
    
    (9,852
    )
    
    
    (53,863
    )Effect of exchange rate
changes on cash
    
    
    
    
    
    
    
    
    
    
    18
    
    
    
    18Net increase (decrease) in cash
    
    
    3,004
    
    
    
    646
    
    
    
    (935
    )
    
    
    2,715Cash at beginning of period
    
    
    7,010
    
    
    
    1,046
    
    
    
    4,244
    
    
    
    12,300Cash at end of period
    
    $
    10,014
    
    
    $
    1,692
    
    
    $
    3,309
    
    
    $
    15,015
 66




---



##### 



ASSOCIATED MATERIALS INCORPORATED AND SUBSIDIARIES
 Guarantor
    
    
    Non-Guarantor
    
    
    ReclassificationParent
    
    
    Subsidiaries
    
    
    Subsidiary
    
    
    /Eliminations
    
    
    ConsolidatedAssetsCurrent assets:Cash and cash equivalents
    
    $
    7,010
    
    
    $
    1,046
    
    
    $
    4,244
    
    
    $
    
    
    
    $
    12,300Accounts receivable, net
    
    
    100,679
    
    
    
    26,506
    
    
    
    20,479
    
    
    
    
    
    
    
    147,664Intercompany receivables
    
    
    
    
    
    
    34,843
    
    
    
    18,787
    
    
    
    (53,630
    )
    
    
    Receivable from parent
    
    
    3,908
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    3,908Inventories
    
    
    90,773
    
    
    
    14,672
    
    
    
    28,079
    
    
    
    
    
    
    
    133,524Income taxes receivable
    
    
    
    
    
    
    2,860
    
    
    
    
    
    
    
    (2,860
    )
    
    
    Deferred income taxes
    
    
    6,083
    
    
    
    3,252
    
    
    
    
    
    
    
    
    
    
    
    9,335Other current assets
    
    
    7,987
    
    
    
    1,062
    
    
    
    1,171
    
    
    
    
    
    
    
    10,220Total current assets
    
    
    216,440
    
    
    
    84,241
    
    
    
    72,760
    
    
    
    (56,490
    )
    
    
    316,951Property, plant and equipment,
net
    
    
    106,887
    
    
    
    4,167
    
    
    
    32,534
    
    
    
    
    
    
    
    143,588Deferred income taxes
    
    
    
    
    
    
    4,268
    
    
    
    
    
    
    
    (4,268
    )
    
    
    Goodwill
    
    
    194,174
    
    
    
    36,517
    
    
    
    
    
    
    
    
    
    
    
    230,691Other intangible assets, net
    
    
    96,803
    
    
    
    11,819
    
    
    
    1,245
    
    
    
    
    
    
    
    109,867Investment in subsidiaries
    
    
    137,480
    
    
    
    36,497
    
    
    
    
    
    
    
    (173,977
    )
    
    
    Other assets
    
    
    15,999
    
    
    
    
    
    
    
    501
    
    
    
    
    
    
    
    16,500Total assets
    
    $
    767,783
    
    
    $
    177,509
    
    
    $
    107,040
    
    
    $
    (234,735
    )
    
    $
    817,597Liabilities And Stockholders
EquityCurrent liabilities:Accounts payable
    
    $
    57,820
    
    
    $
    13,073
    
    
    $
    26,040
    
    
    $
    
    
    
    $
    96,933Intercompany payables
    
    
    29,311
    
    
    
    
    
    
    
    24,319
    
    
    
    (53,630
    )
    
    
    Accrued liabilities
    
    
    41,568
    
    
    
    9,162
    
    
    
    6,981
    
    
    
    
    
    
    
    57,711Income taxes payable
    
    
    10,263
    
    
    
    
    
    
    
    368
    
    
    
    (2,860
    )
    
    
    7,771Total current liabilities
    
    
    138,962
    
    
    
    22,235
    
    
    
    57,708
    
    
    
    (56,490
    )
    
    
    162,415Deferred income taxes
    
    
    50,731
    
    
    
    
    
    
    
    3,344
    
    
    
    (4,268
    )
    
    
    49,807Other liabilities
    
    
    16,589
    
    
    
    17,794
    
    
    
    9,491
    
    
    
    
    
    
    
    43,874Long-term debt
    
    
    317,000
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    317,000Stockholders equity
    
    
    244,501
    
    
    
    137,480
    
    
    
    36,497
    
    
    
    (173,977
    )
    
    
    244,501Total liabilities and
stockholders equity
    
    $
    767,783
    
    
    $
    177,509
    
    
    $
    107,040
    
    
    $
    (234,735
    )
    
    $
    817,597
 67




---



##### 



ASSOCIATED MATERIALS INCORPORATED AND SUBSIDIARIES
 Guarantor
    
    
    Non-Guarantor
    
    
    Reclassification/Parent
    
    
    Subsidiaries
    
    
    Subsidiary
    
    
    Elimination
    
    
    ConsolidatedNet sales
    
    $
    831,495
    
    
    $
    236,594
    
    
    $
    269,453
    
    
    $
    (163,951
    )
    
    $
    1,173,591Cost of sales
    
    
    623,226
    
    
    
    223,672
    
    
    
    223,320
    
    
    
    (163,951
    )
    
    
    906,267Gross profit
    
    
    208,269
    
    
    
    12,922
    
    
    
    46,133
    
    
    
    
    
    
    
    267,324Selling, general and
administrative expense
    
    
    152,773
    
    
    
    20,528
    
    
    
    25,192
    
    
    
    
    
    
    
    198,493Facility closure costs, net
    
    
    3,956
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    3,956Income from operations
    
    
    51,540
    
    
    
    (7,606
    )
    
    
    20,941
    
    
    
    
    
    
    
    64,875Interest expense, net
    
    
    31,339
    
    
    
    
    
    
    
    583
    
    
    
    
    
    
    
    31,922Foreign currency (gain) loss
    
    
    
    
    
    
    
    
    
    
    781
    
    
    
    
    
    
    
    781Income before income taxes
    
    
    20,201
    
    
    
    (7,606
    )
    
    
    19,577
    
    
    
    
    
    
    
    32,172Income taxes
    
    
    2,748
    
    
    
    538
    
    
    
    6,423
    
    
    
    
    
    
    
    9,709Income before equity income
from subsidiaries
    
    
    17,453
    
    
    
    (8,144
    )
    
    
    13,154
    
    
    
    
    
    
    
    22,463Equity income from
subsidiaries
    
    
    5,010
    
    
    
    13,154
    
    
    
    
    
    
    
    (18,164
    )
    
    
    Net income (loss)
    
    $
    22,463
    
    
    $
    5,010
    
    
    $
    13,154
    
    
    $
    (18,164
    )
    
    $
    22,463
 ASSOCIATED MATERIALS INCORPORATED AND SUBSIDIARIES
 Guarantor
    
    
    Non-GuarantorParent
    
    
    Subsidiaries
    
    
    Subsidiary
    
    
    ConsolidatedNet cash provided by
(used in) operating
activities
    
    $
    33,415
    
    
    $
    (9,045
    )
    
    $
    23,527
    
    
    $
    47,897Investing ActivitiesAdditions to property, plant
and equipment
    
    
    (19,539
    )
    
    
    (465
    )
    
    
    (955
    )
    
    
    (20,959
    )Proceeds from sale of assets
    
    
    40
    
    
    
    4
    
    
    
    38
    
    
    
    82Net cash used in investing
activities
    
    
    (19,499
    )
    
    
    (461
    )
    
    
    (917
    )
    
    
    (20,877
    )Financing ActivitiesRepayments of term loan
    
    
    (23,000
    )
    
    
    
    
    
    
    
    
    
    
    (23,000
    )Settlement of promissory notes
    
    
    (11,607
    )
    
    
    
    
    
    
    
    
    
    
    (11,607
    )Dividends
    
    
    (38,275
    )
    
    
    40,000
    
    
    
    (40,000
    )
    
    
    (38,275
    )Intercompany transactions
    
    
    22,283
    
    
    
    (36,331
    )
    
    
    14,048
    
    
    
    Net cash provided by (used
in) financing activities
    
    
    (50,599
    )
    
    
    3,669
    
    
    
    (25,952
    )
    
    
    (72,882
    )Effect of exchange rate
changes on cash
    
    
    
    
    
    
    
    
    
    
    108
    
    
    
    108Net decrease in cash
    
    
    (36,683
    )
    
    
    (5,837
    )
    
    
    (3,234
    )
    
    
    (45,754
    )Cash at beginning of period
    
    
    43,693
    
    
    
    6,883
    
    
    
    7,478
    
    
    
    58,054Cash at end of period
    
    $
    7,010
    
    
    $
    1,046
    
    
    $
    4,244
    
    
    $
    12,300
 68




---



##### 



ASSOCIATED MATERIALS INCORPORATED AND SUBSIDIARIES
 Guarantor
    
    
    Non-Guarantor
    
    
    Reclassification/Parent
    
    
    Subsidiaries
    
    
    Subsidiary
    
    
    Elimination
    
    
    ConsolidatedNet sales
    
    $
    773,546
    
    
    $
    175,322
    
    
    $
    217,744
    
    
    $
    (72,653
    )
    
    $
    1,093,959Cost of sales
    
    
    550,177
    
    
    
    150,303
    
    
    
    177,124
    
    
    
    (72,653
    )
    
    
    804,951Gross profit
    
    
    223,369
    
    
    
    25,019
    
    
    
    40,620
    
    
    
    
    
    
    
    289,008Selling, general and
administrative expense
    
    
    141,455
    
    
    
    20,714
    
    
    
    22,355
    
    
    
    
    
    
    
    184,524Transaction costs
    
    
    67,649
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    67,649Facility closure costs, net
    
    
    4,535
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    4,535Income from operations
    
    
    9,730
    
    
    
    4,305
    
    
    
    18,265
    
    
    
    
    
    
    
    32,300Interest expense, net
    
    
    27,337
    
    
    
    8
    
    
    
    439
    
    
    
    
    
    
    
    27,784Transaction costs
    
    
    16,297
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    16,297Foreign currency (gain) loss
    
    
    
    
    
    
    
    
    
    
    387
    
    
    
    
    
    
    
    387Income before income taxes
    
    
    (33,904
    )
    
    
    4,297
    
    
    
    17,439
    
    
    
    
    
    
    
    (12,168
    )Income taxes
    
    
    (8,700
    )
    
    
    1,615
    
    
    
    5,851
    
    
    
    
    
    
    
    (1,234
    )Income before equity income
from subsidiaries
    
    
    (25,204
    )
    
    
    2,682
    
    
    
    11,588
    
    
    
    
    
    
    
    (10,934
    )Equity income from
subsidiaries
    
    
    14,270
    
    
    
    11,588
    
    
    
    
    
    
    
    (25,858
    )
    
    
    Net income (loss)
    
    $
    (10,934
    )
    
    $
    14,270
    
    
    $
    11,588
    
    
    $
    (25,858
    )
    
    $
    (10,934
    )
 ASSOCIATED MATERIALS INCORPORATED AND SUBSIDIARIES
 Guarantor
    
    
    Non-Guarantor
    
    
    ReclassificationParent
    
    
    Subsidiaries
    
    
    Subsidiary
    
    
    /Elimination
    
    
    ConsolidatedNet cash provided by (used
in) operating activities
    
    $
    5,006
    
    
    $
    (742
    )
    
    $
    13,374
    
    
    $
    1,099
    
    
    $
    18,737Investing ActivitiesAdditions to property, plant
and equipment
    
    
    (16,478
    )
    
    
    (1,431
    )
    
    
    (832
    )
    
    
    
    
    
    
    (18,741
    )Proceeds from sale of assets
    
    
    90
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    90Net cash provided by (used in)
investing activities
    
    
    (16,388
    )
    
    
    (1,431
    )
    
    
    (832
    )
    
    
    
    
    
    
    (18,651
    )Financing ActivitiesNet equity contributions
    
    
    60,691
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    60,691Distribution of Investcorp
proceeds to management
shareholders
    
    
    (30,406
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (30,406
    )Proceeds from borrowings under
term loan
    
    
    175,000
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    175,000Repayments of term loan
    
    
    (140,000
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (140,000
    )Financing costs
    
    
    (12,008
    )
    
    
    
    
    
    
    (101
    )
    
    
    
    
    
    
    (12,109
    )Intercompany transactions
    
    
    (601
    )
    
    
    6,074
    
    
    
    (5,473
    )
    
    
    
    
    
    
    Net cash provided by (used in)
financing activities
    
    
    52,676
    
    
    
    6,074
    
    
    
    (5,574
    )
    
    
    
    
    
    
    53,176Effect of exchange rate
changes on cash
    
    
    
    
    
    
    
    
    
    
    510
    
    
    
    
    
    
    
    510Net increase (decrease) in cash
    
    
    41,294
    
    
    
    3,901
    
    
    
    7,478
    
    
    
    1,099
    
    
    
    53,772Cash at beginning of period
    
    
    2,399
    
    
    
    2,982
    
    
    
    
    
    
    
    (1,099
    )
    
    
    4,282Cash at end of period
    
    $
    43,693
    
    
    $
    6,883
    
    
    $
    7,478
    
    
    $
    
    
    
    $
    58,054
 69




---



##### 



17. CONTINGENCIES
  70




---



##### 



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
   ITEM 9B. OTHER INFORMATION
  71




---



##### 



PART III
 ITEM 10 . DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
  Name
    
    Age
    
    Position(s)Thomas N. Chieffe
    
    
    49
    
    
    President and Chief Executive OfficerD. Keith LaVanway
    
    
    42
    
    
    Vice President-Chief Financial Officer, Treasurer and SecretaryRobert M. Franco
    
    
    53
    
    
    President of Alside Supply CentersWayne D. Fredrick
    
    
    60
    
    
    Executive Vice President of SalesKevin M. Hayes
    
    
    38
    
    
    DirectorIra D. Kleinman
    
    
    50
    
    
    Director, Chairman of the Board of DirectorsKevin C. Nickelberry
    
    
    36
    
    
    DirectorThomas J. Sullivan
    
    
    44
    
    
    DirectorDana R. Snyder
    
    
    60
    
    
    Director and Former Interim President and Chief Executive OfficerDennis W. Vollmershausen
    
    
    63
    
    
    Director
  Thomas N. Chieffe, Age 49.
 D. Keith LaVanway, Age 42
 Robert M. Franco, Age 53
 Wayne D. Fredrick, Age 60.
 Kevin M. Hayes, Age 38
 Ira D. Kleinman, Age 50
 72




---



##### 



Kevin C. Nickelberry, Age 36
 Thomas J. Sullivan, Age 44
 Dana R. Snyder, Age 60.
 Dennis W. Vollmershausen, Age 63
  Name
    
    Position(s)Christopher J. Stadler
    
    Director (from December 2004 to January 2007)
   Name
    
    Position(s)Michael Caporale, Jr.
    
    Joined the Company in 2000 as President of the
Alside Window Company. Became President and
Chief Executive Officer of the Company and a
director in 2002. Became Chairman of the
Board, President and Chief Executive Officer
of the Company and AMH II in December 2004.
Resigned as Chairman of the Board, President
and Chief Executive Officer on June 30, 2006.
Served as a member of the Boards of Directors
through December 31, 2006.Dana R. Snyder
    
    Served as the Companys Interim President and
Chief Executive Officer from July through
September 2006. Mr. Snyder continues to serve
as a director of the Company.
 73




---



##### 



Name
    
    Position(s)Trevor Deighton
    
    Mr. Deighton joined the Company in November 2005 as
the Companys Vice President and Chief Operating
Officer. Prior to joining the Company, Mr. Deighton
was employed by The Black & Decker Corporation
(Black & Decker) since 1988 where he served in
various management positions. Most recently, Mr.
Deighton served as Black & Deckers Vice President of
Global Operations for its Industrial Product Group
since September 2005. Mr. Deighton resigned from the Company
effective March 14, 2007.
 AUDIT COMMITTEE
  SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
  CODE OF ETHICS
 http://www.associatedmaterials.com
 74




---



##### 



ITEM 11. EXECUTIVE COMPENSATION
 COMPENSATION DISCUSSION AND ANALYSIS
 Objectives of the Companys Executive Compensation Program
   Elements of Compensation
   Setting Executive Compensation
  75




---



##### 



Base Salary
  Bonus Awards
  Annual Incentive Bonus
  Equity-Based Compensation  Stock Options
  Other Long-Term Incentives
  76




---



##### 



Separation Compensation
  COMPENSATION COMMITTEE REPORT
  THE COMPENSATION COMMITTEE
Dennis Vollmershausen
Thomas Sullivan
Ira Kleinman 77




---



##### 



SUMMARY COMPENSATION TABLE
  Change inPensionValue andNon-Equity
    
    NonqualifiedIncentive Plan
    
    DeferredName and
    
    
    
    
    
    
    
    
    
    Bonus
    
    Stock
    
    Option
    
    Compensation
    
    Compensation
    
    All OtherPrincipal Position
    
    Year
    
    Salary
    
    (1)
    
    Awards
    
    Awards
    
    (2)
    
    Earnings
    
    Compensation
    
    TotalThomas N. Chieffe,
    
    
    2006
    
    
    $
    125,000
    
    
    $
    250,000
    (3)
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    375,000President and Chief
Executive OfficerDana R. Snyder,
    
    
    2006
    
    
    
    150,000
    
    
    
    100,000
    (4)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    351,426
    (8)
    
    
    601,426Former Interim
President and Chief
Executive OfficerMichael Caporale, Jr.,
    
    
    2006
    
    
    
    330,000
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    330,000
    
    
    
    
    
    
    
    2,157,517
    (9)
    
    
    2,817,517Former Chairman, 
President and Chief 
Executive OfficerTrevor Deighton,
    
    
    2006
    
    
    
    400,000
    
    
    
    100,000
    (5)
    
    
    
    
    
    
    
    
    
    
    140,000
    
    
    
    
    
    
    
    98,400
    (10)
    
    
    738,400Vice President,
Chief Operating
Officer (12)D. Keith LaVanway,
    
    
    2006
    
    
    
    340,000
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    204,000
    
    
    
    
    
    
    
    11,668
    (11)
    
    
    555,668Vice President 
Chief Financial
Officer, Treasurer
and SecretaryRobert M. Franco,
    
    
    2006
    
    
    
    300,000
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    180,000
    
    
    
    
    
    
    
    18,337
    (11)
    
    
    498,337President, Supply
CentersWayne D. Fredrick,
    
    
    2006
    
    
    
    292,500
    
    
    
    
    
    
    
    
    
    
    
    26,875
    (6)
    
    
    180,000
    
    
    
    9,965
    (7)
    
    
    15,529
    (11)
    
    
    524,869Executive Vice
President of Sales
 
 (1)
    
    Amounts characterized as Bonus payments for the fiscal year ended December 30, 2006 were
discretionary awards authorized by the Committee.(2)
    
    Amounts included in the column Non-Equity Incentive Plan Compensation reflect the annual
cash incentive bonus calculated as a percentage of base salary based on the achievement of
defined EBITDA hurdles and approved by the Committee at its March 8, 2007 meeting.(3)
    
    The bonus award for Mr. Chieffe for 2006, as set forth in his employment agreement, is
$250,000 to be paid at the same time as the payments of the 2006 annual incentive bonus to all
executives. This bonus award, which was not based on the achievement of any performance
objectives, was included in Mr. Chieffes total compensation package to provide sufficient
incentive for Mr. Chieffe to join the Company.(4)
    
    Mr. Snyder received a discretionary bonus award for 2006, payable during 2007, related to his
service as Interim Chief Executive Officer and his overall contributions to the Company.(5)
    
    Mr. Deighton was guaranteed a minimum payout of $100,000 for the 2006 annual incentive bonus
under his employment agreement. 78




---



##### 



(6)
    
    The amount reflected above is the compensation cost recognized during the year ended December
30, 2006 in accordance with SFAS 123 (Revised) with respect to the 25,117 stock options
awarded to Mr. Fredrick. The
fair value at the date of grant of these awards was determined using the Black-Scholes option
pricing model with the following assumptions: dividend yield of 0.0%, a weighted-average risk
free interest rate of 4.71%, an expected life of the option of 8 years, and expected volatility
of 43.3%.(7)
    
    The amount reflected above is the change in the actuarial present value of Mr. Fredricks
accumulated benefit under the Alside Retirement Plan during the year ended December 30, 2006.
Refer to the Pension Benefits section for further discussion regarding the calculation of
benefits earned under the Alside Retirement Plan.(8)
    
    Includes $225,000 of fees paid to Mr. Snyder pursuant to two separate Independent Consultant
Agreements dated April 3, 2006 and October 1, 2006 with AMI, $62,000 of cash severance
payments and $48,200 of estimated medical and dental benefits in accordance with the Agreement
and General Release dated October 1, 2006, $15,000 of director fees paid for services
rendered, and imputed income from group term life coverage provided by the Company in excess
of $50,000.(9)
    
    Includes $2,000,000 of cash severance payments and $84,604 of estimated medical, dental and
life insurance benefits awarded to Mr. Caporale pursuant to the Separation Agreement and
General Release with AMI dated April 11, 2006, $60,000 of director fees paid for services
rendered, country club membership dues, 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 $88,517 of relocation assistance in conjunction with Mr. Deighton joining the
Company in November 2005, 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.(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.(12)
    
    Effective March 14, 2007, Mr. Deighton resigned as the Companys Chief Operating Officer. 79




---



##### 



GRANTS OF PLAN-BASED AWARDS
 All Other
    
    
    
    
    
    GrantAll Other
    
    Option
    
    
    
    
    
    DateEstimated Future
    
    Estimated Future
    
    Stock
    
    Awards:
    
    
    
    
    
    FairPayouts Under
    
    Payouts Under
    
    Awards:
    
    Number
    
    Exercise
    
    Value ofNon-Equity
    
    Equity Incentive
    
    Number
    
    of
    
    or Base
    
    StockIncentive Plan
    
    Plan Awards
    
    of Shares
    
    Securities
    
    Price of
    
    andAwards
    
    Thresh
    
    
    
    
    
    Maxi
    
    of Stock
    
    Underlying
    
    Option
    
    OptionGrant
    
    Threshold
    
    Target
    
    Maximum
    
    -old
    
    Target
    
    -mum
    
    or Units
    
    Options
    
    Awards
    
    AwardsName
    
    Date
    
    ($)
    
    ($)
    
    ($)
    
    (#)
    
    (#)
    
    (#)
    
    (#)
    
    (#)
    
    ($/Sh)
    
    ($)Thomas N. Chieffe
    
    
    10/2006
    (1)
    
    $
    2,000,000
    
    
    $
    20,000,000
    
    
    $
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    $
    Dana R. Snyder
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Michael Caporale, Jr.
    
    
    2006
    (2)
    
    
    132,000
    
    
    
    660,000
    
    
    
    1,320,000
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Trevor Deighton
    
    
    2006
    (2)
    
    
    0
    
    
    
    140,000
    
    
    
    300,000
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    D. Keith LaVanway
    
    
    2006
    (2)
    
    
    68,000
    
    
    
    204,000
    
    
    
    340,000
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Robert M. Franco
    
    
    2006
    (2)
    
    
    60,000
    
    
    
    180,000
    
    
    
    300,000
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Wayne D.
    
    
    2006
    (2)
    
    
    60,000
    
    
    
    180,000
    
    
    
    300,000
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Fredrick
    
    
    4/2006
    (3)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    12,559
    
    
    
    25,117
    
    
    
    25,117
    
    
    
    
    
    
    
    
    
    
    
    5.00
    
    
    
    26,875
 
 (1)
    
    Beginning with 2007, Mr. Chieffe is eligible to receive a long-term performance-based
bonus of $2.0 million per year through 2011 provided the Company achieves specified EBITDA
targets set forth for each year and provided that Mr. Chieffe has been continuously employed
by the Company through December 31 of each such calendar year. The provisions for the
long-term performance-based bonus provide that should a shortfall in the applicable EBITDA
target occur in any single year, to the extent EBITDA levels exceed the targets in future
years, excess amounts can be applied to prior shortfalls in reverse chronological order,
provided that Mr. Chieffe is employed by the Company through December 31 of the succeeding
calendar year. The long-term performance-based bonus only becomes payable upon the
occurrence of a liquidity event as defined in his employment agreement. The conditions for
the long-term performance-based bonus also provide that upon the occurrence of a liquidity
event, provided that Mr. Chieffe has been continuously employed by the Company through the
date of such liquidity event, one-half of any unearned long-term performance-based bonus will
be payable to Mr. Chieffe should the equity value of the Company (as defined in the
employment agreement) arising from such liquidity event be at least equal to $550 million.
The second half of any unearned long-term performance-based bonus will be payable should the
equity value arising from such liquidity event be at least equal to $750 million.  Equity Value Hurdles
    
    Incentive BonusLess than $550,000,000
    
    $
    0$550,000,000
    
    
    3,000,000$750,000,000
    
    
    7,000,000$900,000,000
    
    
    10,000,000
  80




---



##### 



(2)
    
    Amounts reflect the annual cash incentive bonus calculated as a percentage of base salary
based on the achievement of defined EBITDA hurdles and approved by the Committee. The
following table prescribes the annual incentive bonus payout, stated as a percentage of base
salary, for which each of the named executive officers was eligible for 2006 based on the
achievement of the designated EBITDA hurdle. 2006 Annual Incentive Bonus PayoutPercentage Based on Achievement ofCorresponding EBITDA HurdleThreshold
    
    Target
    
    MaximumThomas N. Chieffe
    
    
    n/a
    
    
    
    n/a
    
    
    
    n/aDana R. Snyder
    
    
    n/a
    
    
    
    n/a
    
    
    
    n/aMichael Caporale, Jr.
    
    
    20%
    (a)
    
    
    100%
    (a)
    
    
    200%
    (a)Trevor Deighton
    
    
    (b
    )
    
    
    60
    %
    
    
    100
    %D. Keith LaVanway
    
    
    20
    %
    
    
    60
    %
    
    
    100
    %Robert M. Franco
    
    
    20
    %
    
    
    60
    %
    
    
    100
    %Wayne D. Fredrick
    
    
    20
    %
    
    
    60
    %
    
    
    100
    %
 
 (a)
    
    Due to Mr. Caporales separation from AMI during 2006, he was eligible to receive a pro
rata share of his incentive bonus for 2006 based on his salary through June 30, 2006.(b)
    
    Based upon his employment agreement, Mr. Deighton was guaranteed a minimum payout of
$100,000 for 2006.(3)
    
    Represents options granted under the terms of the AMH Holdings II, Inc. 2004 Stock Option
Plan. The options granted to Mr. Fredrick during 2006 will expire on April 1, 2016. The
options may be exercised on or after April 1, 2014; provided, however, that the options may
become exercisable sooner upon the occurrence of a liquidity event such that one-half of the
total number of options shall become exercisable if the internal rate of return received by
Investcorp on their investment in the Company is at least equal to 10% with the remainder
determined by linear interpolation based on the difference between an internal rate of return
of 10% and 20%. If such internal rate of return is 20% or more, the option may be exercised
for the full number of shares of stock. The exercise price of the options exceeded the fair
value of AMH IIs class B common stock at the date of grant. The exercise price, determined
at the discretion of the Committee, was intended to align the exercise price with those
options issued to other members of management in 2002. Based on the Companys estimated
internal rate of return at December 30, 2006, no options would be exercisable in a liquidity
event under Mr. Fredricks option awards.  Salary and Bonus as a% of Total CompensationThomas N. Chieffe
    
    
    100
    %Dana R. Snyder
    
    
    42
    %Michael Caporale, Jr.
    
    
    12
    %Trevor Deighton
    
    
    68
    %D. Keith LaVanway
    
    
    61
    %Robert M. Franco
    
    
    60
    %Wayne D. Fredrick
    
    
    56
    %
  81




---



##### 



82




---



##### 



83




---



##### 



MinimumBase SalaryThomas N. Chieffe
    
    $
    500,000Dana R. Snyder
    
    
    n/aMichael Caporale, Jr.
    
    
    600,000Trevor Deighton
    
    
    400,000D. Keith LaVanway
    
    
    340,000Robert M. Franco
    
    
    300,000Wayne D. Fredrick
    
    
    300,000
  84




---



##### 



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
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Dana R. Snyder
    
    
    
    
    
    
    
    
    
    
    14,093
    (3)
    
    $
    70.95
    
    
    
    12/22/2014
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Michael Caporale, Jr.
    
    
    99,131
    (1)(2)
    
    
    
    
    
    
    
    
    
    $
    5.00
    
    
    
    12/31/2006
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Trevor Deighton
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    D. Keith LaVanway
    
    
    54,576
    (2)
    
    
    5,979
    (2)
    
    
    
    
    
    $
    5.00
    
    
    
    9/4/2012
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    86,910
    (3)
    
    $
    70.95
    
    
    
    12/22/2014Robert M. Franco
    
    
    19,263
    (2)
    
    
    1,993
    (2)
    
    
    
    
    
    $
    5.00
    
    
    
    9/4/2012
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    58,723
    (3)
    
    $
    70.95
    
    
    
    12/22/2014Wayne D. Fredrick
    
    
    9,630
    (2)
    
    
    997
    (2)
    
    
    
    
    
    $
    5.00
    
    
    
    9/4/2012
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    25,117
    (3)
    
    $
    5.00
    
    
    
    4/1/2016
 
 (1)
    
    Mr. Caporales options expired unexercised subsequent to December 30, 2006.(2)
    
    Options included in this stock option grant are from the Associated Materials Holdings Inc.
2002 Stock Option Plan, which vest between 10%  20% immediately upon grant and the remainder
on a straight line basis over five years.(3)
    
    Options included in this stock option grant are from the AMH Holdings II, Inc. 2004 Stock
Option Plan, which vest 100% on the eighth anniversary from the date of grant, provided that
the options may become exercisable sooner upon the occurrence of a liquidity event such that
one-half of the total number of options shall become exercisable if the internal rate of
return received by the Investcorp on their investment in the Company is at least equal to 10%
with the remainder determined by linear interpolation based on the difference between an
internal rate of return of 10% and 20%. If such internal rate of return to Investcorp is 20%
or more, the option may be exercised for the full number of shares of stock.  85




---



##### 



Associated Materials Holdings Inc. 2002 Stock Option Plan
   AMH Holdings II, Inc. 2004 Stock Option Plan
  OPTIONS EXERCISES AND STOCK VESTED
  86




---



##### 



PENSION BENEFITS
 PresentNumber of Years
    
    Value of
    
    Payments DuringCredited Service
    
    Accumulated Benefit
    
    Last Fiscal YearName
    
    Plan Name
    
    (#)
    
    ($)
    
    ($)Thomas N. Chieffe
    
    
    
    
    
    
    
    
    
    $
    
    
    
    $
    Dana R. Snyder
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Michael Caporale, Jr.
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Trevor Deighton
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    D. Keith LaVanway
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Robert M. Franco
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Wayne D. Fredrick
    
    Alside RetirementPlan
    
    26.0 years (1)
    
    
    355,145
    
    
    
    
 
 (1)
    
    As the Alside Retirement Plan was frozen on December 31, 1998, employees do not
earn additional years of credited service after that time in determining the amount of
benefits payable under the Plan. Mr. Fredrick has earned 33 years of service that is
considered in determining his vesting service for early retirement eligibility, which
is consistent with all other participants in the Alside Retirement Plan.  NONQUALIFIED DEFERRED COMPENSATION
  87




---



##### 



POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE-IN-CONTROL
 Separation and Severance Benefits.
 Individual Agreements.
  Termination Benefits
    

Change in ControlStock and stock
    
    Severance
    
    Long-term
    
    
    
    
    
    
    
    
    
    Stock and stockSeverance
    
    Benefits
    
    options
    
    payable
    
    incentive
    
    Severance
    
    Benefits
    
    optionsName
    
    payments
    
    (1)
    
    (2)
    
    through
    
    payments (3)
    
    payments
    
    (4)
    
    (2)Thomas N. Chieffe
    
    $
    875,000
    
    
    $
    
    
    
    $
    
    
    
    
    
    
    
    $
    1,500,000
    
    
    $
    875,000
    
    
    $
    
    
    
    $
    Dana R. Snyder
    
    
    59,000
    
    
    
    45,868
    
    
    
    
    
    
    
    11/30/2011
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Michael Caporale, Jr.
    
    
    1,500,000
    
    
    
    74,084
    
    
    
    
    
    
    
    6/30/2008
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Trevor Deighton
    
    
    764,392
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,280,000
    
    
    
    43,080
    
    
    
    D. Keith LaVanway
    
    
    442,466
    
    
    
    8,511
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,088,000
    
    
    
    64,680
    
    
    
    Robert M. Franco
    
    
    390,411
    
    
    
    8,511
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    960,000
    
    
    
    64,680
    
    
    
    Wayne D. Fredrick
    
    
    300,000
    
    
    
    6,540
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    960,000
    
    
    
    43,080
    
    
    
    
 
 (1)
    
    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.(2)
    
    Based on the Companys estimated equity value at December 30, 2006, there was no assumed
value of the outstanding Class B common stock of AMH II and stock options held by executives. 88




---



##### 



(3)
    
    Based on the Companys estimated equity value at December 30, 2006, no payments were due
under the long-term incentive awards to Mr. Chieffe and Mr. Deighton as the thresholds for
such payments were not achieved, other than the amounts guaranteed to Mr. Chieffe under the
terms of his employment agreement.(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 termination in addition
to amounts due for car allowances and employee outplacement services. 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
    
    TotalKevin M. Hayes
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    Ira D. Kleinman
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Thomas Sullivan
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Dennis W. Vollmershausen
    
    
    25,000
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    25,000Christopher J. Stadler
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Thomas N. Chieffe
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Dana R. Snyder
    
    
    (2
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (2
    )Michael Caporale, Jr.
    
    
    (2
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (2
    )
 
 (1)
    
    At December 30, 2006, the aggregate number of options awards outstanding to directors was:
Mr. Vollmershausen  2,870 shares; Mr. Snyder  14,093 shares; and Mr. Caporale  99,131
shares.(2)
    
    Refer to the Summary Compensation Table herein for amounts paid to Mr. Snyder and Mr.
Caporale for their services as directors of the Company during 2006.  89




---



##### 



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 the Company; and
    
    all directors and named executive officers of the Company as a group.
 90




---



##### 



Class A Preferred Stock
    
    Class B Common StockNumber of
    
    
    
    
    
    Number ofShares 
    
    
    
    
    
    Shares Series
    
    % of
    
    Series
    
    % ofI (voting)
    
    Class
    
    I (voting)
    
    ClassInvestcorp S.A.(1)
    
    
    500,000
    
    
    
    100
    %
    
    
    
    
    
    
    Sipco Limited(2)
    
    
    500,000
    
    
    
    100
    %
    
    
    
    
    
    
    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
    %
 Class B Common Stock
    
    Class B Common StockNumber of
    
    
    
    
    
    Number ofShares 
    
    
    
    
    
    Shares Series
    
    % of
    
    Series
    
    % ofI (voting)
    
    Class
    
    II (non-voting)
    
    ClassExecutive Officers and DirectorsThomas N. Chieffe
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Michael Caporale, Jr.
    
    
    
    
    
    
    
    
    
    
    71,688
    
    
    
    5.8
    %D. Keith LaVanway (13)
    
    
    
    
    
    
    
    
    
    
    65,785
    
    
    
    5.1
    %Trevor Deighton
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Robert M. Franco (14)
    
    
    
    
    
    
    
    
    
    
    20,857
    
    
    
    1.7
    %Wayne D. Fredrick (15)
    
    
    
    
    
    
    
    
    
    
    10,428
    
    
    
    *Kevin M. Hayes (16)
    
    
    
    
    
    
    
    
    
    
    228,719
    
    
    
    18.6
    %Ira D. Kleinman (17)
    
    
    500,000
    
    
    
    100
    %
    
    
    
    
    
    
    Kevin C. Nickelberry
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Thomas Sullivan
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Dana R. Snyder
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Christopher J. Stadler
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Dennis W. Vollmershausen (18)
    
    
    
    
    
    
    
    
    
    
    4,093
    
    
    
    *All directors and executive officers
as a group
    
    
    500,000
    
    
    
    100
    %
    
    
    401,570
    
    
    
    30.4
    %
 
 *
    
    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 91




---



##### 



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, Inc. provides management services for Harvest Associates III, L.L.C. in
connection with Harvest Partners III, L.P. and Harvest Partners III, GbR and for Harvest
Associates IV, L.L.C. in connection with Harvest Partners IV, L.P. and Harvest Partners IV KG.(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 boards of directors of AMI, Holdings, AMH and 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 boards of directors of
AMI, Holdings, AMH and 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, 92




---



##### 



Harvest Partners IV, L.P. and Harvest Partners IV KG are collectively referred to as the
Harvest Funds. The address of the named entities is 280 Park Avenue, 33rd Floor, New York,
New York 10017.(13)
    
    Includes 6,426 shares of Class B Series II (non-voting) common stock owned by Mr. LaVanway
and options to purchase 59,359 shares of Class B Series II (non-voting) common stock.(14)
    
    Includes options to purchase 20,857 shares of Class B Series II (non-voting) common stock.(15)
    
    Includes options to purchase 10,428 shares of Class B Series II (non-voting) common stock.(16)
    
    Mr. Hayes is a director for AMH II, AMH, Holdings and AMI, representing four of AMH IIs
stockholders, Weston Presidio Capital III, L.P., Weston Presidio Capital IV, L.P., WPC
Entrepreneur Fund, L.P. and WPC Entrepreneur Fund II, L.P., which are collectively referred to
as the Weston Funds. Mr. Hayes election as a director is prescribed by the stockholders
agreement. See Item 13. Certain Relationships and Related Transactions  The Stockholders
Agreement. The shares included in the table above includes shares held by the Weston Funds as
follows: Weston Presidio Capital III, L.P. holds 65,992 shares of Class B Series II
(non-voting) common stock; Weston Presidio Capital IV holds 156,986 shares of Class B Series
II (non-voting) common stock; WPC Entrepreneur Fund, L.P. holds 3,256 shares of Class B Series
II (non-voting) common stock; and WPC Entrepreneur Fund II, L.P. holds 2,485 shares of Class B
Series II (non-voting) common stock. Mr. Hayes is a member or partner, as the case may be, of
the general partner of the Weston Funds. Mr. Hayes disclaims beneficial ownership of the
shares held by the Weston Funds, except to the extent of his pecuniary interest therein.(17)
    
    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.(18)
    
    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
2,774 shares of Class B Series II (non-voting) common stock. CHANGES IN CONTROL
 PLEDGE AND SECURITY AGREEMENT
  93




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##### 



STOCKHOLDERS AGREEMENT
  ITEM 13. CERTAIN RELATIONSHIPS, RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE
 THE RESTRUCTURING AGREEMENTS
   THE STOCKHOLDERS AGREEMENT
     94




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##### 



95




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##### 



RELATED PARTY TRANSACTIONS
  MANAGEMENT AGREEMENT
  MANAGEMENT BONUS
   DIRECTOR INDEPENDENCE
    96




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##### 



ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES
  2006
    
    
    2005Audit Fees
    
    $
    815
    
    
    $
    794Audit-Related Fees
    
    
    
    
    
    
    30Tax Fees
    
    
    148
    
    
    
    301All Other Fees
    
    
    
    
    
    
    Total Fees
    
    $
    963
    
    
    $
    1,125
  AUDIT FEES
  AUDIT-RELATED FEES
  TAX FEES
  97




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##### 



PART IV
 ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K
  (A)(1) FINANCIAL STATEMENTS
  (A)(2) FINANCIAL STATEMENT SCHEDULES
  (C) EXHIBITS
  98




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##### 



SIGNATURES
  ASSOCIATED MATERIALS INCORPORATEDBy:

/s/ THOMAS N. CHIEFFEThomas N. ChieffePresident and Chief Executive
Officer
(Principal Executive Officer)By:

/s/ D. KEITH LAVANWAYD. Keith LaVanwayVice 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)
    
    March 23, 2007/s/ D. KEITH LAVANWAY

D. Keith LaVanway
    
    Vice President-Chief Financial Officer,
Treasurer and Secretary
(Principal Financial Officer and
Principal Accounting Officer)
    
    March 23, 2007Kevin M. Hayes *
Ira D. Kleinman *
Thomas Sullivan *
Dana R. Snyder *
Kevin C. Nickelberry *
Dennis W. Vollmershausen *
    
    Director
Director
Director
Director
Director
Director* By:
    
/s/ D. KEITH LAVANWAY
 D.
Keith LaVanway
Attorney-in-Fact
    
    
    
    March 23, 2007
   99




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##### 



EXHIBIT INDEX
 ExhibitNumber
    
    Description2.1
    
    Agreement and Plan of Merger, dated as of March 16, 2002, by
and among Associated Materials Holdings Inc. (formerly known
as Harvest/AMI Holdings Inc.), Simon Acquisition Corp. and the
Company (incorporated by reference to Exhibit 99(d)(1) of
Schedule TO filed by Associated Materials Holdings, Inc. and
certain affiliates, Commission File No. 005-53705, filed on
March 22, 2002).3.1
    
    Second Amended and Restated Certificate of Incorporation of
the Company (incorporated by reference to Exhibit 3.1 to the
Companys Quarterly Report on Form 10-Q, filed with the
Securities and Exchange Commission on November 14, 2006).3.2
    
    Amended and Restated By-Laws of the Company (incorporated by
reference to Exhibit 3.2 to the Companys Registration
Statement on Form S-4, Commission File No. 333-92010, filed on
July 3, 2002).3.3
    
    Certificate of Incorporation of Alside, Inc. (incorporated by
reference to Exhibit 3.3 to the Companys Registration
Statement on Form S-4/A, Commission File No. 333-92010, filed
on September 12, 2002).3.4
    
    Amended and Restated Bylaws of Alside, Inc. (incorporated by
reference to Exhibit 3.4 to the Companys Registration
Statement on Form S-4/A, Commission File No. 333-92010, filed
on September 12, 2002).4.1
    
    Indenture governing the Companys 9 3/4% Senior Subordinated
Notes Due 2012, dated as of April 23, 2002, by and among the
Company, AMI Management Company and Wilmington Trust
Company(incorporated by reference to Exhibit 4.2 to the
Companys Registration Statement on Form S-4, Commission File
No. 333-92010, filed on July 3, 2002).4.2
    
    Supplemental Indenture governing the Companys 9 3/4% Senior
Subordinated Notes Due 2012, dated as of May 10, 2002 by and
among the Company, AMI Management Company, Al side, Inc. and
Wilmington Trust Company (incorporated by reference to Exhibit
4.3 to the Companys Registration Statement on Form S-4,
Commission File No. 333-92010, filed on July 3, 2002).4.3
    
    Second Supplemental Indenture, dated as of August 29, 2003,
among the Company, Alside, Inc., Gentek Holdings, Inc., Gentek
Building Products, Inc. and Wilmington Trust Company
(incorporated by reference to Exhibit 4.3 to the Companys
Annual Report on Form 10-K, filed on April 2, 2004).4.4
    
    Form of the Companys 9 3/4% Senior Subordinated Note Due 2012
(incorporated by reference to Exhibit 4.4 to the Companys
Registration Statement on Form S-4, Commission File No.
333-92010, filed on July 3, 2002).10.1
    
    Second Amended and Restated Credit Agreement (the Credit
Agreement), dated December 22, 2004, among Associated
Materials Incorporated and Gentek Building Products Limited,
as borrowers, AMH Holdings, Inc. and Associated Materials
Holdings, Inc., as guarantors, the lenders party thereto, UBS
AG, Stamford Branch, as the U.S. Administrative Agent,
Canadian Imperial Bank of Commerce, as the Canadian
Administrative Agent, Citigroup Global Markets Inc., as
syndication agent, General Electric Capital Corporation and
National City Bank, as Co-Documentation Agents, and UBS
Securities, LLC and Citigroup Global Markets Inc., as joint
lead arrangers (incorporated by reference to Exhibit 10.3 to
the Current Report on Form 8-K/A, filed with the Securities
and Exchange Commission on December 23, 2004).
 100




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##### 



ExhibitNumber
    
    Description10.2
    
    Borrower Security and Pledge Agreement of the Company, dated
as of April 19, 2002, by the Company, in favor of UBS AG,
Stamford Branch, as administrative agent (incorporated by
reference to Exhibit 10.2 to the Companys Registration
Statement on Form S-4, Commission File No. 333-92010, filed on
July 3, 2002).10.3
    
    Form of Subsidiary Security and Pledge Agreement, by each
subsidiary of the Company from time to time party thereto in
favor of UBS AG, Stamford Branch, as administrative agent, on
behalf of the Secured Parties (as defined in the Credit
Agreement) (incorporated by reference to Exhibit 10.3 to the
Companys Registration Statement on Form S-4, Commission File
No. 333-92010, filed on July 3, 2002).10.4
    
    Form of Subsidiary Guaranty, by each subsidiary of the Company
from time to time party thereto in favor of UBS AG, Stamford
Branch, as administrative agent, on behalf of the Secured
Parties (as defined in the Credit Agreement) (incorporated by
reference to Exhibit 10.4 to the Companys Registration
Statement on Form S-4, Commission File No. 333-92010, filed on
July 3, 2002).10.5
    
    Assumption Agreement, dated as of April 19, 2002, by and among
the Company and AMI Management Company, as guarantors
(incorporated by reference to Exhibit 10.5 to the Companys
Registration Statement on Form S-4, Commission File No.
333-92010, filed on July 3, 2002).10.6
    
    Agreement of Sale, dated as of January 30, 1984, between USX
Corporation (formerly United States Steel Corporation) (USX)
and the Company (incorporated by reference to Exhibit 10.1 to
the Companys Registration Statement on Form S-1, Commission
File No. 33-64788).10.7
    
    Amendment Agreement, dated as of February 29, 1984, between
USX and the Company (incorporated by reference to Exhibit 10.2
to the Companys Registration Statement on Form S-1, File No.
33-64788).10.8
    
    Form of Indemnification Agreement between the Company and each
of the directors and executive officers of the Company
(incorporated by reference to Exhibit 10.14 to the Companys
Registration Statement on Form S-1, File No. 33-84110).10.9
    
    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
Securities and Exchange Commission on December 23, 2004).10.10
    
    Asset Purchase Agreement, dated as of June 24, 2002, between
the Company and Amer Cable Incorporated (incorporated by
reference to Exhibit 10.12 to the Companys Registration
Statement on Form S-4, Commission File No. 333-92010, filed on
July 3, 2002).10.11*
    
    Associated Materials Holdings Inc. 2002 Stock Option Plan
(incorporated by reference to Exhibit 10.13 to the Companys
Registration Statement on Form S-4, Commission File No.
333-92010, filed on July 3, 2002).10.12*
    
    Amended and Restated Employment Agreement, dated as of July
27, 2004, between the Company and Michael Caporale, Jr.
(incorporated by reference to Exhibit 10.13 to the Companys
Annual Report on Form 10-K, filed with the Securities and
Exchange Commission on April 1, 2005)10.13*
    
    Amended and Restated Employment Agreement, dated as of March
31, 2006, between the Company and D. Keith LaVanway.
(incorporated by reference to Exhibit 10.2 to the Companys
Quarterly Report on Form 10-Q, filed with the Securities and
Exchange Commission on May 16, 2006)10.14*
    
    Associated Materials Holding Inc. Stock Option Award
Agreement, dated September 4, 2002, between Associated
Materials Holdings Inc. and Michael Caporale, Jr.
(incorporated by reference to Exhibit 10.17 to the Companys
Registration Statement on Form S-4/A, Commission File No.
333-92010, filed on October 10, 2002).10.15*
    
    Associated Materials Holding Inc. Stock Option Award
Agreement, dated September 4, 2002, between Associated
Materials Holdings Inc. and Michael Caporale, Jr.
(incorporated by reference to Exhibit 10.18 to the Companys
Registration Statement on Form S-4/A, Commission File No.
333-92010, filed on September 12, 2002).
 101




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##### 



ExhibitNumber
    
    Description10.16*
    
    Amended and Restated Employment Agreement, dated as of July
27, 2004, between the Company and Kenneth L. Bloom.
(incorporated by reference to Exhibit 10.17 to the Companys
Annual Report on Form 10-K, filed with the Securities and
Exchange Commission on April 1, 2005)10.17*
    
    Amended and Restated Employment Agreement, dated as of March
30, 2006, between the Company and Robert M. Franco.
(incorporated by reference to Exhibit 10.3 to the Companys
Quarterly Report on Form 10-Q, filed with the Securities and
Exchange Commission on May 16, 2006)10.18*
    
    Amended and Restated Employment Agreement, dated as of March
31, 2006, between the Company and John F. Haumesser.
(incorporated by reference to Exhibit 10.4 to the Companys
Quarterly Report on Form 10-Q, filed with the Securities and
Exchange Commission on May 16, 2006)10.19
    
    Stock Purchase Agreement (the Stock Purchase Agreement),
dated July 31, 2003, by and among the Company, Gentek
Holdings, Inc., Gentek Building Products, Inc., Gentek
Building Products Limited, The Sherwin-Williams Claims Trust,
Genstar Capital Corporation, Ontario Teachers Pension Plan
Board and other stockholders listed therein (incorporated by
reference to Exhibit 2.1 to the Companys current report on
Form 8-K filed on July 31, 2003).10.20
    
    Amendment No. 1 to the Stock Purchase Agreement, dated as of
August 29, 2003, by and among the Company, Gentek Holdings,
Inc., Gentek Building Products, Inc., Gentek Building Products
Limited, The Sherwin-Williams Claims Trust, Genstar Capital
Corporation, Ontario Teachers Pension Plan Board and other
stockholders listed therein (incorporated by reference to
Exhibit 2.2 to the Companys current report on Form 8-K filed
on September 12, 2003).10.21
    
    Amendment Agreement, dated December 22, 2004, by and between
Associated Materials Incorporated, Gentek Building Products
Limited, as borrowers, AMH Holdings, Inc. and Associated
Materials Holdings, Inc., the lenders party thereto, UBS AG,
Stamford Branch, as the U.S. Administrative Agent, Canadian
Imperial Bank of Commerce, as the Canadian Administrative
Agent, Citigroup Global Markets Inc., as syndication agent,
and UBS Securities, LLC and Citigroup Global Markets Inc., as
joint lead arrangers (incorporated by reference to Exhibit
10.4 to the Current Report on Form 8-K/A, filed with the
Securities and Exchange Commission on December 23, 2004).10.22
    
    Management Advisory Agreement, dated December 22, 2004, by and
between Investcorp International, Inc. and Associated
Materials Incorporated (incorporated by reference to Exhibit
10.8 to the Current Report on Form 8-K/A, filed with the
Securities and Exchange Commission on December 23, 2004).10.23
    
    Financing Advisory Agreement, dated December 22, 2004, by and
between Investcorp International, Inc. and Associated
Materials Incorporated (incorporated by reference to Exhibit
10.9 to the Current Report on Form 8-K/A, filed with the
Securities and Exchange Commission on December 23, 2004).10.24
    
    M&A Advisory Services Agreement, dated December 5, 2004, by
and between Investcorp International, Inc. and Associated
Materials Incorporated (incorporated by reference to Exhibit
10.10 to the Current Report on Form 8-K/A, filed with the
Securities and Exchange Commission on December 23, 2004)10.25*
    
    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 Securities and Exchange Commission on
December 23, 2004)10.26
    
    Superholdco Pledge and Security Agreement, dated December 22,
2004, by and between AMH, as Pledgor in favor of UBS AG,
Stamford Branch, as the Administrative Agent (incorporated by
reference to Exhibit 10.5 of the Companys Current Report on
Form 8-K/A, filed with the Securities and Exchange Commission
on December 23, 2004).10.27
    
    Form of Superholdco Guaranty, dated December 22, 2004, by and
between AMH, as Guarantor, in favor of UBS AG, Stamford
Branch, as the Administrative Agent (incorporated by reference
to Exhibit 10.6 of the Companys Current Report on Form 8-K/A,
filed with the Securities and Exchange Commission on December
23, 2004).10.28
    
    Stock Purchase Agreement, dated December 5, 2004, by and
between AMH and the other parties signatory hereto
(incorporated by reference to Exhibit 2.1 to the Companys
Current Report on Form 8-K, filed with the Securities and
Exchange Commission on December 7, 2004).
 102




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##### 



ExhibitNumber
    
    Description10.29
    
    Stockholders Agreement, dated December 22, 2004, by and
between the stockholders of AMH (incorporated by reference to
Exhibit 10.2 to the Companys Current Report on Form 8-K/A,
filed with the Securities and Exchange Commission on December
23, 2004).10.30
    
    Tax Sharing Agreement, dated March 4, 2004, by and among AMH,
Holdings and AMI. (incorporated by reference to Exhibit 10.30
to the Companys Annual Report on Form 10-K, filed with the
Securities and Exchange Commission on April 1, 2005).10.31*
    
    Employment Agreement, dated as of November 28, 2005, between
the Company and Trevor Deighton (incorporated by reference to
exhibit 10.1 to the Current Report on Form 8-K/A filed with
the Securities and Exchange Commission on December 16, 2005).10.32*
    
    Separation Agreement and General Release Between the Company
and Kenneth L. Bloom, dated as of December 28, 2005
(incorporated by reference to Exhibit 10.32 to the Companys
Annual Report on Form 10-K, filed with the Securities and
Exchange Commission on March 24, 2006).10.33*
    
    Repurchase Agreement Between Kenneth L. Bloom and AMH Holdings
II, Inc., dated as of January 2, 2006 (incorporated by
reference to Exhibit 10.33 to the Companys Annual Report on
Form 10-K, filed with the Securities and Exchange Commission
on March 24, 2006).10.34
    
    Amendment No. 1, dated as of February 1, 2006, to the Second
Amended and Restated Credit Agreement, dated as of December
22, 2004, by and among the Company and Gentek Building
Products Limited, as borrowers, AMH Holdings, Inc. and
Associated Materials Holdings, Inc., the lenders party
thereto, UBS AG, Stamford Branch, as the U.S. Administrative
Agent, Canadian Imperial Bank of Commerce, as the Canadian
Administrative Agent, Citigroup Global Markets Inc., as
syndication agent, and UBS Securities, LLC and Citigroup
Global Markets Inc., as joint lead arrangers (incorporated by
reference to exhibit 10.1 to the Current Report on Form 8-K,
filed with the Securities and Exchange Commission on February
6, 2006).10.35*
    
    Instrument of Amendment to Employment Agreement, dated as of
March 31, 2006, between the Company and Trevor Deighton
(incorporated by reference to Exhibit 10.5 to the Companys
Quarterly Report on Form 10-Q, filed with the Securities and
Exchange Commission on May 16, 2006).10.36*
    
    Employment Agreement, dated as of April 3, 2006, between the
Company and Wayne Fredrick (incorporated by reference to
exhibit 10.1 to the Current Report on Form 8-K filed with the
Securities and Exchange Commission on April 5, 2006).10.37*
    
    Separation Agreement and General Release Between the Company
and Michael Caporale, Jr., dated as of April 11, 2006
(incorporated by reference to exhibit 10.1 to the Current
Report on Form 8-K filed with the Securities and Exchange
Commission on April 14, 2006).10.38*
    
    Independent Consultant Agreement, dated as of April 3, 2006,
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 Securities and Exchange Commission on April 4,
2006).10.39*
    
    Employment Agreement, dated as of July 1, 2006, 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
Securities and Exchange Commission on July 5, 2006).10.40*
    
    Agreement and General Release, dated as of October 1, 2006,
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 Securities and Exchange Commission on October
2, 2006).10.41*
    
    Independent Consultant Agreement, dated as of October 2, 2006,
between the Company and Dana R. Snyder (incorporated by
reference to exhibit 10.2 to the Current Report on Form 8-K
filed with the Securities and Exchange Commission on October
2, 2006).10.42*
    
    Employment Agreement, dated as of August 21, 2006, 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
Securities and Exchange Commission on August 23, 2006).
 103




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##### 



ExhibitNumber
    
    Description21.1
    
    Subsidiaries of the Company. (incorporated by reference to
Exhibit 21.1 to the Companys Annual Report on Form 10-K,
filed with the Securities and Exchange Commission on April 1,
2005)24.1
    
    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.
 *
    
    Management contract or compensatory plan or arrangement.
 104