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United States
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549


FORM 10-K

(Mark One)  

ý

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

For the fiscal year ended November 30, 2002

OR

o

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

Commission file number 1-9102


AMERON INTERNATIONAL CORPORATION
(Exact name of registrant as specified in its charter)

Delaware
(State of Incorporation)
  77-0100596
(I.R.S. Employer Identification No.)

245 South Los Robles Avenue
Pasadena, CA 91101
(Address and Zip Code of principal executive offices)

Registrant's telephone number, including area code: (626) 683-4000

SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:

Title of each class
Common Stock $2.50 par value
  Name of each exchange on which registered
New York Stock Exchange

SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT: None

        Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ý    No o

        Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. o

        The Registrant estimates that as of February 11, 2003 the aggregate market value of the shares of its Common Stock, $2.50 par value, held by non-affiliates of the Registrant (that is, shares beneficially owned by other than executive officers and directors) was in excess of $197 million.

        On February 11, 2003 there were 3,950,312 shares of Common Stock, $2.50 par value outstanding. This is the only class of Common Stock outstanding.

DOCUMENTS INCORPORATED BY REFERENCE

        1.    PORTIONS OF AMERON'S 2002 ANNUAL REPORT TO STOCKHOLDERS (PARTS I, II AND IV).

        2.    PORTIONS OF AMERON'S PROXY STATEMENT FOR THE 2003 ANNUAL MEETING OF STOCKHOLDERS (PART III).





PART I
AMERON INTERNATIONAL CORPORATION

        AMERON INTERNATIONAL CORPORATION, a Delaware corporation, and its consolidated subsidiaries are collectively referred to herein as "Ameron", the "Company", the "Registrant" or the "Corporation" unless the context clearly indicates otherwise. The business of the Company has been divided into business segments in Item 1(c)(1). Substantially all activities relate to the manufacture of highly engineered products for sale to the industrial, chemical, energy and construction markets. All references to "the year" or "the fiscal year" pertain to the 12 months ended November 30, 2002. All references to the "Annual Report" pertain to the Company's 2002 Annual Report to Stockholders.


ITEM 1—BUSINESS

(a)
GENERAL DEVELOPMENT OF BUSINESS.
(b)
FINANCIAL INFORMATION AS TO INDUSTRY SEGMENTS.
(c)
NARRATIVE DESCRIPTION OF BUSINESS.

(1)
For geographical and operational convenience, the Company is organized into divisions. These divisions are combined into the following groups serving the following-described industry segments.

a)
The Performance Coatings & Finishes Group develops, manufactures and markets high-performance coatings and surfacer systems on a worldwide basis. These products are utilized for the preservation of structures, such as metallic and concrete facilities and equipment, to prevent their degradation by corrosion, abrasion, marine fouling and other forms of chemical and physical attack. The primary markets served include marine, offshore, petrochemical, power generation, petroleum, chemical, steel, pulp and paper, railroad, bridges, mining, metal processing and original equipment manufacturing. These products are marketed

1


2




Segment

  2002
  2001
 
  (in thousands)

Performance Coatings & Finishes Group   $ 5,461   $ 3,593
Fiberglass-Composite Pipe Group     32,687     25,334
Water Transmission Group     151,523     92,194
Infrastructure Products Group     26,495     22,815
   
 
  Total   $ 216,166   $ 143,936
   
 

3


(2)   a)   Approximate expense during each of the last three fiscal years for Research and Development costs is shown under the caption in Note (1) of Notes to Consolidated Financial Statements on page 32 of the Annual Report, and is incorporated herein by reference.

 

 

b)

 

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

 

 

c)

 

For many years the Company has been consistently installing or improving devices to control or eliminate the discharge of pollutants into the environment. Accordingly, compliance with federal, state, and locally enacted provisions relating to protection of the environment is not having, and is not expected to have, a material effect upon the Company's capital expenditures, earnings, or competitive position.

 

 

d)

 

At year-end the Company and its consolidated subsidiaries employed approximately 2,800 persons. Of those, approximately 700 were covered by labor union contracts. There are four separate bargaining agreements subject to renegotiation in 2003.
(d)
FINANCIAL INFORMATION ABOUT FOREIGN AND DOMESTIC OPERATIONS AND EXPORT SALES.

        Export sales in the aggregate from U.S. operations during the last three fiscal years were:

 
  In thousands
2002   $ 26,372
2001     35,952
2000     30,665


ITEM 2—PROPERTIES

(a)
The location and general character of principal plants and other materially important physical properties used in the Company's operations are tabulated below. Property is owned in fee simple except where otherwise indicated by footnote. In addition to the property shown, the Company owns vacant land adjacent to or in the proximity of some of its operating locations and holds this property available for use when it may be needed to accommodate expanded or new operations. Property listed does not include any temporary project sites which are generally leased for the duration of the respective projects or leased or owned warehouses that could be easily replaced. With the exception of the Kailua, Oahu property, shown under the Infrastructure Products industry segment, there are no material leases with respect to which expiration or inability to renew would have any material adverse effect on the Company's operations. The lease term on the Kailua property extends to the year 2052. Kailua is the principal source of quarried rock and aggregates for the Company's operations on Oahu, Hawaii; and, in management's opinion, rock reserves are adequate for its requirements during the term of the lease.

(b)
The Company believes that its existing facilities are adequate for current and presently foreseeable operations. Because of the cyclical nature of certain of the Company's operations, and the substantial amounts involved in some individual orders, the level of utilization of particular facilities may vary significantly from time to time in the normal course of operations.

4


Industry Segment—Group
      Division
            Location

  Description
PERFORMANCE COATINGS & FINISHES GROUP    
 
Coatings Division—USA

 

 
    Alpharetta, GA   *Office
    Brea, CA   Office, Laboratory, Warehouse
    Little Rock, AR   Office, Plant
    Houston, TX   Warehouse
 
Ameron B.V.

 

 
    Geldermalsen, The Netherlands   Office, Plant
    Huthwaite, UK   Office, Plant
 
Ameron (UK) Limited

 

 
    Hull, UK   Office, Plant
 
Ameron (Australia) Pty. Limited

 

 
    Sydney, Australia   Office, Plant
    Adelaide, Australia   Plant
 
Ameron (New Zealand) Limited

 

 
    Auckland, New Zealand   Office, Plant

FIBERGLASS-COMPOSITE PIPE GROUP

 

 
 
Fiberglass Pipe Division—USA

 

 
    Houston, TX   *Office
    Burkburnett, TX   Office, Plant
 
Centron International, Inc.

 

 
    Mineral Wells, TX   Office, Plant
 
Ameron B.V.

 

 
    Geldermalsen, The Netherlands   Office, Plant
 
Ameron (Pte) Ltd.

 

 
    Singapore   *Office, Plant
 
Ameron Malaysia Sdn. Bhd.

 

 
    Malaysia   *Office, Plant

WATER TRANSMISSION GROUP

 

 
   
Rancho Cucamonga, CA

 

*Office
    Etiwanda, CA   Office, Plant
    Fontana, CA   Office, Plant
    Lakeside, CA   Office, Plant
    Phoenix, AZ   Office, Plant
    Tracy, CA   Office, Plant
 
Protective Linings Division

 

 
    Brea, CA   Office, Plant
 
Fabrication Plant

 

 
    South Gate, CA   Office, Plant
 
American Pipe & Construction International

 

 

5


    Bogota, Colombia   Office, Plant

INFRASTRUCTURE PRODUCTS GROUP

 

 
 
Hawaii Division

 

 
    Honolulu, Oahu, HI   *Office, Plant
    Kailua, Oahu, HI   *Plant, Quarry
    Barbers Point, Oahu, HI   Office, Plant
    Puunene, Maui, HI   *Office, Plant, Quarry
 
Pole Products Division

 

 
    Ventura, CA   *Office
    Fillmore, CA   Office, Plant
    Oakland, CA   *Plant
    Everett, WA   *Office, Plant
    Tulsa, OK   *Office, Plant
    Anniston, AL   *Office, Plant

CORPORATE

 

 
  Corporate Headquarters    
    Pasadena, CA   *Office
 
Corporate Research & Engineering

 

 
    South Gate, CA   Office, Laboratory
*
Leased


ITEM 3—LEGAL PROCEEDINGS

        An action was filed in 1992 in the U.S. District Court for the District of Arizona by the Central Arizona Water Conservation District ("CAWCD") seeking damages against several parties, including the Company and the Company's customer, Peter Kiewit Sons Company ("Kiewit"), in connection with six prestressed concrete pipe siphons furnished and installed in the 1970's as part of the Central Arizona Project ("CAP"), a federal project to bring water from the Colorado River to Arizona. The CAWCD also filed separate actions against the U.S. Bureau of Reclamation ("USBR") in the U.S. Court of Claims and with the Arizona Projects Office of the USBR in connection with the CAP siphons. The CAWCD alleged that the six CAP siphons were defective and that the USBR and the defendants in the U.S. District Court action were liable for damages for the repair or replacement of those siphons. On September 14, 1994, the U.S. District Court granted the Company's motion to dismiss the CAWCD action and entered judgment against the CAWCD and in favor of the Company and its co-defendants.

        Separately, on September 28, 1995, the Contracting Officer for the USBR issued a final decision claiming for the USBR approximately $40 million in damages against Kiewit, based in part on the Contracting Officer's finding that the siphons supplied by the Company were defective. That claim amount was considered by the Company to be duplicative of the damages sought by the CAWCD for the repair or replacement of the siphons in the aforementioned action in the U.S. District Court for the District of Arizona. The Contracting Officer's final decision was appealed by Kiewit to the U.S. Department of the Interior Board of Contract Appeals ("IBCA"). The Company actively cooperated with and assisted Kiewit in the administrative appeal of that final decision before the IBCA. Trial on that appeal commenced in November 2000, however the proceeding was stayed with the concurrence of

6



the parties pending efforts aimed at settlement of the entire matter. Settlement efforts were then undertaken, during which the IBCA appeal was suspended.

        As of November 30, 2002, tentative settlements had been reached among the USBR, Kiewit, the Company and various insurance carriers. Since November 30, 2002, those settlements have been finalized and the entire matter, including the aforementioned CAWCD claim, has been resolved on economic terms that did not result in an adverse material effect on the financial position of the Company or its results of operations. The Company will receive sufficient reimbursement from its own and a supplier's insurance companies to fully cover the settlement.

        The Company is one of numerous defendants in various pending lawsuits involving, as of November 30, 2002, some 8,382 individuals or their representatives alleging personal injury from exposure to asbestos-containing products. None of such lawsuits specifies any dollar amount sought as damages by such individuals or their representatives, and at this time the Company is not aware of the extent of injuries allegedly suffered by the individuals or the facts supporting the claim that such injuries were caused by the Company's products. Based upon the information available to it at this time, the Company is not in a position to evaluate its potential exposure, if any, as a result of these claims. The Company intends to vigorously defend all asbestos-related lawsuits.

        In addition to the above, certain other claims, suits and complaints that arise in the ordinary course of business, have been filed or are pending against the Company. Management believes that these matters are either adequately reserved, covered by insurance, or would not have a material effect on the Company's financial position or its results of operations if disposed of unfavorably.

        The Company is subject to federal, state and local laws and regulations concerning the environment and is currently participating in administrative proceedings at several sites under these laws. While the Company finds it difficult to estimate with any certainty the total cost of remediation at the several sites, on the basis of currently available information and reserves provided, the Company believes that the outcome of such environmental regulatory proceedings will not have a material effect on the Company's financial position or its results of operations.


ITEM 4—SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

        (Not Applicable)

7




ITEM 4A—EXECUTIVE OFFICERS OF THE REGISTRANT

        The following sets forth information with respect to individuals who served as executive officers as of November 30, 2002 and who are not directors of the Company. All executive officers are appointed by the Board of Directors to serve at the discretion of the Board of Directors.

Name

  Age
  Title and Year Elected as Officer
   
Thomas P. Giese   58   Vice President; Group President Water Transmission Group   1997

James R. McLaughlin

 

55

 

Vice President-Treasurer & Controller

 

1997

Gordon G. Robertson

 

63

 

Vice President; Group President Fiberglass-Composite Pipe Group

 

1997

Javier Solis

 

56

 

Senior Vice President of Administration, Secretary & General Counsel

 

1984

Gary Wagner

 

51

 

Senior Vice President & Chief Financial Officer

 

1990

        All of the executive officers named above have held high level managerial or executive positions with the Company for more than the past five years. Gordon Robertson retired in December 2002.

8



PART II

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

        The Common Stock, $2.50 Par Value, of the Company, its only outstanding class of common equity, is traded on the New York Stock Exchange, the only exchange on which it is presently listed. On February 11, 2003, there were 1,172 stockholders of record of such stock. Information regarding stock compensation plans is contained in Note (12) on page 37 and 38 of the Annual Report, and is incorporated herein by reference.

        Dividends have been paid each quarter during the prior two years. Information as to the amount of dividends paid during the reporting period and the high and low prices of the Company's Common Stock during that period are set out in Note (16) on page 42 of the Annual Report, which information is incorporated herein by reference.

        Terms of lending agreements which place restrictions on cash dividends are discussed in Note (10) on pages 36 and 37 of the Annual Report, and is incorporated herein by reference.


ITEM 6—SELECTED FINANCIAL DATA

        The information required by this item is contained in the Selected Consolidated Financial Information shown on page 20 of the Annual Report, and is incorporated herein by reference.


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

        The information required by this item is contained in Management's Discussion and Analysis of Financial Condition and Results of Operations section shown on pages 21 through 26 and Note (1) pages 32, 33 and 34 of the Annual Report, and is incorporated herein by reference.


ITEM 7A—QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

        The information required by this Item is contained on page 25 of the Annual Report under the caption Market Risks, and is incorporated herein by reference. At November 30, 2002, the Company had foreign currency forward contracts with an aggregate face value of $6,623,000. In January 2003, the Company finalized a three-year, floating rate, revolving credit facility which permits borrowings up to

9



$100,000,000, and issued seven-year notes payable totaling $50,000,000 at a fixed rate of 5.36%. Future debt maturities are as follows, adjusted to reflect the refinancing that occurred in January 2003:

 
   
   
   
   
   
   
  Total Outstanding
As of November 30, 2002

 
  Expected Maturity Date
 
  Recorded
Value

  Fair
Value

 
  2003
  2004
  2005
  2006
  2007
  Thereafter
Liabilities
(US$ in thousands)
                                               
Long Term Debt:                                                
Fixed-rate notes, payable in US$   $ 8,333   $ 8,333   $ 8,333   $ 8,334   $   $   $ 33,333   $ 35,577
Average interest rate     7.92 %   7.92 %   7.92 %   7.92 %           7.92 %    

Fixed-rate notes, payable in US$

 

 


 

 


 

 

10,000

 

 

10,000

 

 

10,000

 

 

20,000

 

 

50,000

 

 

50,000
Average interest rate             5.36 %   5.36 %   5.36 %   5.36 %   5.36 %    

Variable-rate bank revolving credit facilities, payable in US$

 

 


 

 


 

 


 

 

12,123

 

 


 

 


 

 

12,123

 

 

12,123
Average interest rate                                         2.00 %    

Variable-rate industrial development bonds, payable in US$

 

 


 

 


 

 


 

 


 

 


 

 

7,200

 

 

7,200

 

 

7,200
Average interest rate                                         1.25 %    

Variable-rate industrial development bonds, payable in US$

 

 


 

 


 

 


 

 


 

 


 

 

8,500

 

 

8,500

 

 

8,500
Average interest rate                                         1.40 %    


ITEM 8—FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

        The Consolidated Financial Statements as of November 30, 2002 and 2001 and for each of the three years in the period ended November 30, 2002 and the report thereon of Deloitte & Touche LLP dated February 3, 2003, comprising pages 27 through 44 of the Annual Report, are incorporated herein by reference.


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

        (Not applicable)


PART III

ITEM 10—DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

        Information with respect to the directors is contained under the section entitled, "Election of Directors" in the Company's Proxy Statement which was filed on February 21, 2003 in connection with the Annual Meeting of Stockholders to be held on March 26, 2003. Such information is incorporated herein by reference.

        Information with respect to the executive officers who are not directors of the Company is located in Part I, Item 4A of this report.

10




ITEM 11—EXECUTIVE COMPENSATION*

ITEM 12—SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS*

ITEM 13—CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS*

*
The information required by Items 11, 12 and 13 is contained in the Company's Proxy Statement which was filed on February 21, 2003 in connection with the 2003 Annual Meeting of Stockholders to be held on March 26, 2003. Such information is incorporated herein by reference.

11



PART IV

ITEM 14—CONTROLS AND PROCEDURES

        The consolidated financial statements included in the Annual Report and incorporated by reference herein were prepared by management, which is responsible for their fairness, integrity, and objectivity. The consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America, and include amounts based on management's reasonable estimates and judgments. The other financial information contained in this report has been prepared in a manner consistent with the preparation of the consolidated financial statements.

        Management has established, maintains and necessarily relies on the Company's system of internal controls and disclosure controls. This system is designed to provide reasonable, but not absolute, assurance that a) the Company's transactions are properly authorized, b) the Company's assets are safeguarded against unauthorized or improper use, and c) the Company's transactions are properly recorded and reported. The concept of reasonable assurance is based on the recognition that in any system of controls there are certain inherent limitations and that the cost of such systems should not exceed the benefits to be derived.

        A control system, no matter how well conceived and operated, cannot provide absolute assurance that the objectives of the control system will be met. No evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within the Company will be detected. Judgments in decision-making can be faulty, and breakdowns can occur because of simple error or mistake. Additionally, any control can be circumvented by the individual acts of some persons, by collusion, or by management override of the control. Any system of controls is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any system of controls will succeed under all potential future conditions. Controls may become inadequate because of changes in conditions, or the degree of compliance with the policies or procedures may deteriorate. Because of the inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and not be detected.

        The Company's disclosure controls and procedures are designed to ensure that information required to be disclosed in the Company's periodic filings made in accordance with the rules and regulations promulgated by the U.S. Securities and Exchange Commission (the "Commission") is (a) recorded, processed, accumulated and summarized within the time periods specified by the Commission, (b) communicated to the Company's management, including its chief executive and financial officers, as appropriate to allow timely decisions regarding required disclosure, and (c) presented in the Company's periodic filings in a manner that fairly portrays the information being presented (i) in light of all available facts and circumstances relating to the matters disclosed, and (ii) in conformity with the disclosure requirements promulgated by the Commission.

        Within 90 days prior to the filing of the Annual Report and this Form 10-K, an evaluation of the Company's disclosure controls and procedures was performed under the supervision and with the participation of the Company's management, including the chief executive and financial officers. Based on that evaluation, management, including the Company's chief executive and financial officers, concluded that (a) the Company's disclosure controls and procedures were effective in timely alerting management to material information relating to the Company that is required to be included in the Company's periodic filings and (b) the Company's system of internal controls was effective in providing reasonable assurance that the Company's financial statements are fairly presented in conformity with accounting principles generally accepted in the United States of America. Since the date of the evaluation, there have been no significant changes in the Company's system of disclosure or internal controls or in other factors that could significantly affect those controls.

12



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

(a)(1) FINANCIAL STATEMENTS:

        The financial statements to be filed hereunder are cross-referenced, in the index immediately following, to the Annual Report, as to sections incorporated herein by reference.

INDEX TO FINANCIAL STATEMENTS

Statement

  Page Reference
To Annual Report

Consolidated Statements of Income for the years ended November 30, 2002, 2001 and 2000   27

Consolidated Balance Sheets as of November 30, 2002 and 2001

 

28-29

Consolidated Statements of Cash Flows for the years ended November 30, 2002, 2001 and 2000

 

30

Consolidated Statements of Stockholders' Equity for the years ended November 30, 2002, 2001 and 2000

 

31

Consolidated Statements of Comprehensive Income for the years ended November 30, 2002, 2001 and 2000

 

31

Notes to Consolidated Financial Statements

 

32-43

(i) Summarized information as to the financial condition and results of operations for Ameron Saudi Arabia, Ltd., Bondstrand, Ltd, Oasis-Ameron, Ltd. and TAMCO is presented in Note (5) of Notes to Consolidated Financial Statements on page 34 and 35 of the Annual Report, and is incorporated herein by reference.

(a)(2) FINANCIAL STATEMENT SCHEDULES:

        The following additional financial data should be read in conjunction with the consolidated financial statements in the Annual Report. Schedules not included with this additional financial data

13



have been omitted because they are either not applicable, not required, not significant, or the required information is provided in the consolidated financial statements in the Annual Report.

 
  Schedule

  Schedules of Ameron
        II   Independent Auditors' Report
Valuation and Qualifying Accounts and Reserves

(a)

 

(3)

 

Exhibits

 

 

 

 

 

 

 

 

 

 

Certification of Principal Executive Officer

 

 

 

 

 

 

Certification of Principal Financial Officer

 

 

 

 

3(i)

 

Certificate of Incorporation

 

 

 

 

3(ii)

 

Bylaws

 

 

 

 

4

 

Instruments Defining the Rights of Security Holders, Including Indentures

 

 

 

 

10

 

Material Contracts

 

 

 

 

13

 

Annual Report

 

 

 

 

21

 

Subsidiaries of the Registrant

 

 

 

 

23

 

Independent Auditors' Consent

(b)

 

Reports on Form 8-K

 

 

 

 

One report on Form 8-K was filed by the Company during the last quarter of the fiscal year ended November 30, 2002 as follows:

 

 

September 27, 2002 reporting under Item 9, Certification pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

14



INDEPENDENT AUDITORS' REPORT

        To the Board of Directors and Stockholders of Ameron International Corporation:

        We have audited the consolidated financial statements of Ameron International Corporation and subsidiaries (the "Company") as of November 30, 2002 and 2001, and for each of the three years in the period ended November 30, 2002, and have issued our report thereon dated February 3, 2003. Such financial statements and report are included in your 2002 Annual Report to Stockholders and are incorporated herein by reference. Our audits also included the financial statement schedule listed in Item 15(a)2. This financial statement schedule is the responsibility of the Company's management. Our responsibility is to express an opinion based on our audits. In our opinion, such financial statement schedule, when considered in relation to the basic financial statements taken as a whole, presents fairly in all material respects the information set forth therein.

/s/ Deloitte & Touche LLP
Los Angeles, California
February 3, 2003

15



AMERON INTERNATIONAL CORPORATION AND CONSOLIDATED SUBSIDIARIES
SCHEDULE II—VALUATION AND QUALIFYING ACCOUNTS AND RESERVES
FOR THE YEAR ENDED NOVEMBER 30, 2002
(In thousands)

Classification

  Balance at
Beginning
of Year

  Additions
Charged
to Costs
and
Expense

  Deductions,
Payments
and
Write-offs

  Reclassifications
and Other

  Balance at
End
of Year

DEDUCTED FROM ASSET ACCOUNTS                              

Allowance for doubtful accounts

 

$

6,699

 

$

1,300

 

$

(1,496

)

$

149

 

$

6,652

Reserve for realization of investments in joint ventures

 

 

18,190

 

 

(1,282

)

 


 

 


 

 

16,908

Reserve for write-down of assets related to certain foreign joint ventures

 

 

2,360

 

 


 

 


 

 


 

 

2,360

INCLUDED IN CURRENT LIABILITIES

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Reserve for pending claims and litigation

 

$

8,227

 

$

210

 

$

(3,170

)

$

41

 

$

5,308

Other reserves

 

 

292

 

 


 

 

(66

)

 

10

 

 

236

Reserve for self-insured programs

 

 

14,223

 

 

3,833

 

 

(3,834

)

 


 

 

14,222

16


AMERON INTERNATIONAL CORPORATION AND CONSOLIDATED SUBSIDIARIES
SCHEDULE II—VALUATION AND QUALIFYING ACCOUNTS AND RESERVES
FOR THE YEAR ENDED NOVEMBER 30, 2001
(In thousands)

Classification

  Balance at
Beginning
of Year

  Additions
Charged
to Costs
and
Expense

  Deductions,
Payments
and
Write-offs

  Reclassifications
and Other

  Balance at
End
of Year

DEDUCTED FROM ASSET ACCOUNTS                              

Allowance for doubtful accounts

 

$

6,616

 

$

1,738

 

$

(1,649

)

$

(6

)

$

6,699

Reserve for realization of investments in joint ventures

 

 

16,358

 

 

1,832

 

 


 

 


 

 

18,190

Reserve for write-down of assets related to certain foreign joint ventures

 

 

2,649

 

 


 

 

(289

)

 


 

 

2,360

INCLUDED IN CURRENT LIABILITIES

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Reserve for pending claims and litigation

 

$

13,744

 

$

1,362

 

$

(6,864

)

$

(15

)

$

8,227

Other reserves

 

 

217

 

 

151

 

 

(75

)

 

(1

)

 

292

Reserve for self-insured programs

 

 

12,620

 

 

5,047

 

 

(3,438

)

 

(6

)

 

14,223

17


AMERON INTERNATIONAL CORPORATION AND CONSOLIDATED SUBSIDIARIES
SCHEDULE II—VALUATION AND QUALIFYING ACCOUNTS AND RESERVES
FOR THE YEAR ENDED NOVEMBER 30, 2000
(In thousands)

Classification

  Balance at
Beginning
of Year

  Additions
Charged
to Costs
and
Expense

  Deductions,
Payments
and
Write-offs

  Reclassifications
and Other

  Balance at
End
of Year

DEDUCTED FROM ASSET ACCOUNTS                              

Allowance for doubtful accounts

 

$

6,937

 

$

1,953

 

$

(2,143

)

$

(131

)

$

6,616

Reserve for realization of investments in joint ventures

 

 

14,183

 

 

2,175

 

 


 

 


 

 

16,358

Reserve for write-down of assets related to certain foreign joint ventures

 

 

2,698

 

 


 

 

(49

)

 


 

 

2,649

INCLUDED IN CURRENT LIABILITIES

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Reserve for pending claims and litigation

 

$

16,370

 

$

8,259

 

$

(10,745

)

$

(140

)

$

13,744

Other reserves

 

 

252

 

 

89

 

 

(97

)

 

(27

)

 

217

Reserve for self-insured programs

 

 

11,239

 

 

4,256

 

 

(2,694

)

 

(181

)

 

12,620

INCLUDED IN LONG-TERM LIABILITIES

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Other reserves

 

$

650

 

$

126

 

$

(47

)

$

(729

)

$

18


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

    AMERON INTERNATIONAL CORPORATION    

 

 

By:

/s/  
JAVIER SOLIS      
Javier Solis,
Senior Vice President & Secretary

 

 

Date: February 24, 2003

        Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.

Date: February 18, 2003   /s/  JAMES MARLEN      
James Marlen
  Director, Chairman of the Board, President and Chief Executive Officer (Principal Executive Officer)

Date: February 18, 2003

 

/s/  
GARY WAGNER      
Gary Wagner

 

Senior Vice President & Chief Financial Officer (Principal Financial & Accounting Officer)

Date: February 19, 2003

 

/s/  
PETER BARKER      
Peter K. Barker

 

Director

Date: February 16, 2003

 

/s/  
DAVID DAVENPORT      
David Davenport

 

Director

Date: February 17, 2003

 

/s/  
MICHAEL HAGAN      
J. Michael Hagan

 

Director

Date: February 19, 2003

 

/s/  
TERRY HAINES      
Terry L. Haines

 

Director

Date: February 18, 2003

 

/s/  
JOHN KING      
John F. King

 

Director

Date: February 18, 2003

 

/s/  
THOMAS LEE      
Thomas L. Lee

 

Director

Date: February 17, 2003

 

/s/  
JOHN PEPPERCORN      
John E. Peppercorn

 

Director

Date:

 


Dennis C. Poulsen

 

Director

 

 

 

 

 

19



CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER

I, James S. Marlen, certify that:

1.
I have reviewed this annual report on Form 10-K of Ameron International Corporation;

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

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

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

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

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

c)
presented in this annual report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date;
5.
The Registrant's other certifying officers and I have disclosed, based on our most recent evaluation, to the Registrant's auditors and the audit committee of Registrant's board of directors (or persons performing the equivalent functions):

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

b)
any fraud, whether or not material, that involves management or other employees who have a significant role in the Registrant's internal controls; and
6.
The Registrant's other certifying officers and I have indicated in this annual report whether there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.

February 24, 2003   /s/  JAMES S. MARLEN      
James S. Marlen
Director, Chairman of the Board,
President & Chief Executive Officer

20



CERTIFICATION OF PRINCIPAL FINANCIAL OFFICER

I, Gary Wagner, certify that:

1.
I have reviewed this annual report on Form 10-K of Ameron International Corporation;

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

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

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

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

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

c)
presented in this annual report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date;
5.
The Registrant's other certifying officers and I have disclosed, based on our most recent evaluation, to the Registrant's auditors and the audit committee of Registrant's board of directors (or persons performing the equivalent functions):

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

b)
any fraud, whether or not material, that involves management or other employees who have a significant role in the Registrant's internal controls; and
6.
The Registrant's other certifying officers and I have indicated in this annual report whether there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.

February 24, 2003   /s/  GARY WAGNER      
Gary Wagner
Senior Vice President & Chief Financial Officer

21




QuickLinks

FORM 10-K
PART I AMERON INTERNATIONAL CORPORATION
ITEM 1—BUSINESS
ITEM 2—PROPERTIES
ITEM 3—LEGAL PROCEEDINGS
ITEM 4—SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
ITEM 4A—EXECUTIVE OFFICERS OF THE REGISTRANT
PART II
ITEM 5—MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
ITEM 6—SELECTED FINANCIAL DATA
ITEM 7—MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
ITEM 7A—QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
ITEM 8—FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
ITEM 9—CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
PART III
ITEM 10—DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
ITEM 11—EXECUTIVE COMPENSATION
ITEM 12—SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
ITEM 13—CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
PART IV
ITEM 14—CONTROLS AND PROCEDURES
ITEM 15—EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K
INDEPENDENT AUDITORS' REPORT
SCHEDULE II—VALUATION AND QUALIFYING ACCOUNTS AND RESERVES
CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER
CERTIFICATION OF PRINCIPAL FINANCIAL OFFICER