As filed with the Securities and Exchange Commission on July 15, 2013

Registration No. 333-

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-1

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

Associated Materials Group, Inc.

(Exact name of registrant as specified in its charter)

Delaware

(State or other jurisdiction of

incorporation or organization)

3089

(Primary Standard Industrial

Classification Code Number)

27-3440252

(I.R.S. Employer
Identification Number)

3773 State Road

Cuyahoga Falls, Ohio 44223

(330) 929-1811

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

Jerry W. Burris

President and Chief Executive Officer

Associated Materials Group, Inc.

3773 State Road

Cuyahoga Falls, Ohio 44223

(330) 929-1811

(Name, address, including zip code, and telephone number, including area code, of agent for service)

With copies to:

William B. Brentani

Daniel N. Webb

Simpson Thacher & Bartlett LLP

2475 Hanover Street

Palo Alto, California 94304

Tel: (650) 251-5000

Fax: (650) 251-5002

William M. Hartnett

John A. Tripodoro

Douglas S. Horowitz

Cahill Gordon & Reindel LLP

Eighty Pine Street

New York, New York 10005

Tel: (212) 701-3000

Fax: (212) 269-5420

Approximate date of commencement of proposed sale to the public: As soon as practicable after the effective date of this registration statement.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933 check the following box. ¨

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ¨

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ¨

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definition of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.


Large accelerated filer	¨		Accelerated filer	¨

Non-accelerated filer	x	(Do not check if a smaller reporting company)	Smaller reporting company	¨

CALCULATION OF REGISTRATION FEE



Title of Each Class of Securities to be Registered	Proposed Maximum Aggregate Offering Price(1)(2)	Amount of Registration Fee
Common stock, par value $0.01 per share	$100,000,000	$13,640

(1)	Estimated solely for the purpose of computing the amount of the registration fee pursuant to Rule 457(o) under the Securities Act of 1933, as amended.

(2)	Includes offering price of shares that the underwriters have the option to purchase.

The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.

The information in this preliminary prospectus is not complete and may be changed. These securities may not be sold until the registration statement filed with the Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell nor does it seek an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.

Subject to Completion. Dated July 15, 2013.

Prospectus

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Associated Materials Group, Inc.

Common Stock

This is an initial public offering of shares of common stock of Associated Materials Group, Inc. All of the shares of common stock are being sold by us.

Prior to this offering, there has been no public market for our shares. We estimate the initial public offering price per share will be between $ and $ . We intend to apply to have our shares listed on the New York Stock Exchange (the “NYSE”) or the Nasdaq Global Market (the “Nasdaq”) under the symbol “ .”

After the completion of this offering, certain investment funds affiliated with Hellman & Friedman LLC (the “H&F Investors”) will continue to beneficially own a majority of the voting power of all outstanding shares of our common stock. As a result, we will be a “controlled company” within the meaning of the corporate governance standards of the NYSE or Nasdaq, as applicable. See “Principal Stockholders.”

See “Risk Factors” on page 19 to read about factors you should consider before buying shares of our common stock.

Neither the Securities and Exchange Commission nor any other regulatory body has approved or disapproved of these securities or passed upon the accuracy or adequacy of this prospectus. Any representation to the contrary is a criminal offense.


	Per Share	Total
Initial public offering price	$	$
Underwriting discount(1)	$	$
Proceeds, before expenses, to us	$	$

(1)	In addition, upon completion of this offering, we will pay up to $ for certain financial consulting services to a broker-dealer that is not part of the underwriting syndicate. See “Underwriting.”

The underwriters have the option, for a period of 30 days from the date of this prospectus, to purchase up to an additional shares from us at the initial public offering price less the underwriting discount.

The underwriters expect to deliver the shares against payment in New York, New York on , 2013.


Goldman, Sachs & Co.		Barclays		UBS Investment Bank



Deutsche Bank Securities

Prospectus dated , 2013.

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TABLE OF CONTENTS


	Page

Prospectus Summary		1

Risk Factors		19

Special Note Regarding Forward-Looking Statements		37

Use of Proceeds		39

Dividend Policy		40

Capitalization		41

Dilution		43

Selected Consolidated Financial Data		45

Management’s Discussion and Analysis of Financial Condition and Results of Operations		47

Business		73

Management		89

Executive Compensation		96

Certain Relationships and Related Party Transactions		118

Principal Stockholders		123

Description of Indebtedness		125

Description of Capital Stock		129

Shares Eligible for Future Sale		138

Certain U.S. Federal Income and Estate Tax Consequences to Non-U.S. Holders		141

Underwriting		144

Legal Matters		149

Experts		149

Where You Can Find Additional Information		149

Index to Consolidated Financial Statements		F-1

Through and including , 2013 (the 25th day after the date of this prospectus), all dealers effecting transactions in these securities, whether or not participating in this offering, may be required to deliver a prospectus. This is in addition to a dealer’s obligation to deliver a prospectus when acting as an underwriter and with respect to an unsold allotment or subscription.

We and the underwriters have not authorized anyone to provide any information or to make any representations other than those contained in this prospectus or in any free writing prospectuses we have prepared. We and the underwriters take no responsibility for, and can provide no assurance as to the reliability of, any other information that others may give you. This prospectus is an offer to sell only the shares offered hereby, but only under circumstances and in jurisdictions where it is lawful to do so. The information contained in this prospectus is current only as of its date.

For investors outside the United States: We and the underwriters have not done anything that would permit a public offering of the shares of our common stock or possession or distribution of this prospectus in any jurisdiction where action for that purpose is required, other than in the United States. Persons outside the United States who come into possession of this prospectus must inform themselves about, and observe any restrictions relating to, the offering of the shares of common stock and the distribution of this prospectus outside of the United States.

Trademarks and Trade Names

We own or have rights to trademarks and trade names that we use in conjunction with the operation of our business. In addition, our name, logo and website name and address are our trademarks or service marks. Some of the more important trademarks that we use include Alside^®, Revere^®, Gentek^®, Alpine^®, Alpine Windows^TM, CenterLock^®, Charter Oak^®, Color Clear Through^®, ColorConnect^®, Excalibur^®, Performance Series^TM, Preservation^®, TriBeam^TM, Prodigy^®, UltraGuard^® and UltraMaxx^®. This prospectus contains additional trademarks, trade names and service marks of other companies. We do not intend our use or display of other companies’ trademarks, trade names or service marks to imply relationships with, or endorsement or sponsorship of us by, these other companies.

Market, Industry and Other Data

This prospectus contains statistical data that we obtained from industry publications and reports. These publications generally indicate that they have obtained their information from sources believed to be reliable.

PROSPECTUS SUMMARY

This summary highlights information contained in greater detail elsewhere in this prospectus and does not contain all of the information that you should consider in making your investment decision. Before investing in our common stock, you should carefully read this entire prospectus, including our financial statements and the related notes included elsewhere in this prospectus and the information set forth under “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations.” Unless otherwise indicated in this prospectus, “Associated Materials Group, Inc.,” “we,” “us,” “our” and “our company” refer to Associated Materials Group, Inc. and, where appropriate, its subsidiaries. “Holdings” refers to our wholly owned direct subsidiary, Associated Materials Incorporated, and “Associated Materials” refers to Holdings’ wholly owned direct subsidiary, Associated Materials, LLC, and, where appropriate, its subsidiaries.

Overview

We are a leading, vertically integrated manufacturer and distributor of exterior residential building products in the United States and Canada. We produce a comprehensive offering of exterior building products, including vinyl windows, vinyl siding, vinyl railing and fencing, aluminum trim coil, aluminum and steel siding and related accessories, which we produce at our 11 manufacturing facilities. We also sell complementary products that are manufactured by third parties, such as roofing materials, cladding materials, insulation, exterior doors, equipment and tools, and provide installation services. We distribute these products through our extensive dual-distribution network to over 50,000 professional exterior contractors, builders and dealers, whom we refer to as our “contractor customers.” This dual-distribution network consists of 123 company-operated supply centers, through which we sell directly to our contractor customers, and our direct sales channel, through which we sell to more than 275 independent distributors, dealers and national account customers. The products we sell are generally marketed under our brand names, such as Alside^®, Revere^®, Gentek^®, UltraGuard^® and Preservation^®. Our product sales of vinyl windows, vinyl siding, metal products and third-party manufactured products comprised approximately 31%, 20%, 15% and 27%, respectively, of our net sales for the year ended December 29, 2012. For the year ended December 29, 2012, we had net sales of $1,142.5 million, Adjusted EBITDA of $96.4 million and a net loss of $38.4 million. For the quarter ended March 30, 2013, we had net sales of $209.0 million, Adjusted EBITDA of $(1.3) million and a net loss of $31.3 million. For the definition of Adjusted EBITDA and a presentation of net income (loss) calculated in accordance with generally accepted accounting principles (“GAAP”), and reconciliation of Adjusted EBITDA to net income (loss), see “—Summary Historical Condensed Consolidated Financial Data” and “—Adjusted EBITDA.” Adjusted EBITDA is a non-GAAP financial measure and should not be considered as a substitute for other measures of liquidity or financial performance reported in accordance with GAAP.

Our company-operated supply centers provide “one-stop” shopping to our contractor customers by carrying the products, accessories and tools necessary to complete a project. In addition, our supply centers provide value-added services, including marketing support, installation support, technical support and warranty services that become a part of our contractor customers’ workflows, and these services form a critical component of the contractors’ offering to end consumers. Many of our supply centers also offer full-service product installation of our window, siding and third-party products through our Installed Sales Solutions (“ISS”) group. Our ISS group provides a turn-key solution for remodeling dealers and builders who benefit from purchasing bundled products and installation from a single source, allowing them to focus on generating new business. For the year ended December 29, 2012 and the quarter ended March 30, 2013, approximately 75% and 73%, respectively, of our net sales were generated through our network of supply centers.

We also distribute products through our direct sales channel, which consists of more than 275 independent distributors, dealers and national account customers. We sell to distributors and dealers both in markets where we have existing supply centers and in markets where we may not have a supply center presence, and we utilize our manufacturing and marketing capabilities to help these direct customers grow their businesses. Our distributor and dealer customers in this channel are carefully selected based on their ability to drive sales of our products, deliver high customer service levels and meet other performance factors. This sales channel also allows us to service larger regional and national account customers with a broader geographic scope, which drives additional volume. In addition, in many cases we are able to leverage our vertical integration in support of our distributor and dealer customers by selling and shipping our products directly to their contractor customers. For the year ended December 29, 2012 and the quarter ended March 30, 2013, we generated approximately 25% and 27%, respectively, of our net sales from this channel.

We estimate that, for the year ended December 29, 2012, approximately 70% of our net sales were generated in the residential repair and remodeling (“R&R”) market and approximately 30% of our net sales were generated in the residential new construction market. We believe that our focus on the R&R market provides us with a more attractive market than residential new construction due to the relative stability in demand, superior competitive dynamics and higher profit margins available in R&R.

Our Competitive Strengths

We believe that we are well-positioned in our industry, and we expect to utilize our strengths to capture additional market share from our competitors. Our key competitive strengths include:

Leading Market Position

We are one of the largest exterior building products companies focused exclusively in the U.S. and Canadian markets. We believe, based on industry data and our estimates, that we hold leading market positions within the North American exterior residential building products market, including top five positions in the vinyl windows and vinyl siding segments, based on sales, and that our market position is stronger within the R&R market in the geographies we serve. We believe that we have one of the broadest manufacturing and distribution footprints in North America in our industry, which allows us to service larger regional and national accounts that many of our competitors either cannot cover or can only do so by relying on a series of multiple independent distributors, and provides us capabilities that we believe make us a “go-to” provider of exterior building products for our customers.

Differentiated Dual-Distribution Network

Our distribution strategy successfully combines a network of company-operated supply centers with a complementary network of independent distributors and dealers. We believe we are the only major vinyl window and siding manufacturer that primarily markets products to contractors through company-operated supply centers. This dual-distribution strategy, which we have operated since 1952, is part of our corporate legacy. We believe there are significant barriers that make it difficult for our competitors to replicate this strategy, namely the capital costs of building a network of company-operated supply centers and the complexity of maintaining existing relationships with independent distributors and dealers while simultaneously operating a supply center network.

particular brand. Moreover, third-party distributors and dealers own the contractor

relationships—acting as intermediaries between the contractors and the manufacturers. We, on the other hand, have built dedicated longstanding relationships directly with our contractor customers through our supply centers. In addition, we believe that distributing our products through our vertically integrated network of company-operated supply centers provides a compelling value proposition for our contractor customers through (1) comprehensive service offerings (including marketing and sales support, aftermarket service and private label and customized offerings), (2) integrated logistics between our manufacturing and distribution facilities (driving product availability and fulfillment) and (3) “one-stop” shopping. In addition, we believe that our supply centers facilitate innovation by allowing us to directly monitor developments in local customer preferences and to bring products to market faster. We also believe that our supply centers have played a critical role in helping us to establish our more than 430 person industry-leading sales force. By allowing our sales force to concentrate on and develop expertise in a single company’s product and service offerings, our supply center network also offers a compelling value proposition to top sales talent.

Direct Sales Channel. We believe that our strength in selling to independent distributors and dealers provides us with operational flexibility because it allows us to further penetrate markets and expand our geographic reach without requiring us to deploy the resources to establish a company-operated supply center. By offering different brands within a given market through our direct sales channel, we are able to augment our market position in areas that are also served by our company-operated supply centers. This reach also allows us to service larger customers with a broader geographic scope, many of whom cannot be serviced by local and regional competitors that lack geographic coverage. In addition, in many cases we are able to leverage our vertical integration to support our distributor and dealer customers by selling and shipping our products directly to their contractor customers, as evidenced by our approximately 1,000 ship-to locations. We believe that this enhances our value proposition to larger regional and national customers and differentiates us from our major competitors who in many cases must fulfill orders through a network of independent distributors.

Entrenched Customer Relationships

We believe that we are a deeply integrated partner to our customers. Contractors typically work with a limited number of manufacturers and distributors in order to streamline their processes of selling residential exterior building products and installation services to the end customer. We believe we are a critical part of this sales process and are integrated with our customers’ work flow given the services we provide, including marketing support, sales training, fulfillment, lead generation and, for certain larger customers, private label marketing services. We are able to serve as a single point of contact to our customers for their essential marketing needs because of the depth of our value-added marketing and service offerings. We believe our customer integration has led to longstanding relationships, high “share of wallet” and strong customer retention. For example, more than 95% of our independent distributor and dealer customers that generated more than $50,000 of annual sales in 2010 or 2011 were also our customers in 2012. Additionally, we have high levels of retention of the larger customers in our supply centers. For our top 100 U.S. supply center customers, the average length of our relationship is nine years.

Comprehensive Product and Service Offering

windows for the R&R market are made to order and are custom manufactured to existing window openings. We are in the process of a significant enhancement to our window platform to be launched in 2014, which we believe will result in increased energy efficiency, enhanced aesthetics and additional features and benefits. We utilize our supply center distribution base to sell complementary products to our core window and siding product offerings, such as roofing and insulation products. We believe our contractor customers often install more than one product type and prefer to purchase multiple products from a single source, and we aim to offer a one-stop solution for these customers. In total, we sell more than 2,000 products, and we believe our longstanding commitment to product innovation will help us continue to drive the expansion of our product offering.

We believe our brands are known for quality and durability in the residential building products industry and that these brands are a distinguishing factor for our customers. We sell our products under several brand names, including Alside^®, Revere^®, Gentek^®, Preservation^®, UltraGuard^® and Alpine^®. This portfolio allows us to offer various brands to contractors within a local market, which in turn allows local contractors to differentiate themselves to the end consumer.

We combine this strong product and brand portfolio with outstanding service offerings, which we believe differentiates us and helps us strengthen our customer relationships. Our contractor customers require significant support in order to effectively sell and install products. Whether through lead generation, marketing materials, product delivery or installation support, our service offerings allow our contractor customers to generate new business, differentiate themselves to end consumers and efficiently manage their installation resources. Our ISS offering and our private label program are two examples of offerings that other manufacturers typically are unable to provide on their own.

Superior, Vertically Integrated Operating Model

Our operations, from manufacturing our own vinyl extrusions and in-sourcing our insulated glass units, to distributing our products through our network of 123 company-operated supply centers, provide us with a level of vertical integration that we believe differentiates us within the building products industry. We believe our vertically integrated platform offers us intimate knowledge of our customer base, enables us to meet their evolving product needs and facilitates superior service and quality control. In particular, we believe that our ability to service larger regional and national accounts through an integrated manufacturing, sales and delivery platform differentiates us from our competitors. Furthermore, we believe our vertically integrated operations provide us with a cost advantage over our non-vertically integrated competitors, given that we can retain the profit margins that would otherwise be earned by third-party suppliers or distributors.

Attractive Financial Model

We run a capital-efficient business, requiring relatively modest annual capital investment and resulting in strong returns on the tangible capital employed in our operations. In addition, our base of company-operated supply centers and manufacturing facilities provides a strong platform for growth, resulting in attractive incremental profit margins. We believe these dynamics, combined with a diverse customer base, a geographically diverse set of operations and a focus on the R&R market, result in sustainable earnings and attractive returns on capital. As evidence, based on an analysis of public filings we were able to maintain, on average, more attractive returns on capital and more stable margins during the 2007 through 2012 economic cycle than our peers, as a group.

implementation of lean principles throughout our operations, coupled with our continued focus on operating efficiency and quality, provides us with the opportunity for further margin expansion. In addition, we believe that we have an ability to drive our sales growth over and above the growth of the market, by increasing our penetration at our existing customers, expanding our base of company-operated supply centers and introducing new products to the market.

Experienced Management Team

Beginning in the third quarter of 2011, we added a highly experienced executive management team with a track record of operational excellence to the extensive industry experience of our organization. Our Chief Executive Officer, Jerry Burris, spent over 20 years in various operating roles at General Electric Company, and most recently served as President of Precision Components at Barnes Group Inc., a manufacturer and distributor of aerospace and industrial components. Other members of our senior leadership team bring operating experience from American Standard Companies Inc., Barnes Group Inc., Danaher Corp., General Electric Company, Pernod Ricard SA, Rexnord Corp., Smith & Nephew plc and United Technologies Corp., among other firms. Through AMES, which was launched during 2012, we are leveraging the experiences of these executives to drive enhanced performance across both our manufacturing and distribution operations. The new additions to our management team complement a team of seasoned building materials industry veterans who bring extensive domain knowledge and customer intimacy. We believe this combination of blue-chip company executives coupled with building materials industry veterans positions us to deliver on our strategic imperatives of driving profitable growth, enhancing our customers’ experience and optimizing the efficiency of our capital deployed.

Our Strategy

We are committed to enhancing our customers’ experience by providing high quality products and excellent service, while profitably growing our business. We believe that our longstanding customer relationships are among our most critical assets. Our objective is to grow these existing relationships and to build new relationships by partnering with our contractor customers. By providing customized sales solutions through a dedicated sales, service and fulfillment platform, we seek to enable our customers to continue to grow their market share. We believe this strategy is critical to our positioning in our market and will allow us to grow our market share over time. Our leadership team is committed to delivering sustainable growth while maintaining a focus on improving profitability by executing on predictable, repeatable processes. With these processes intact, we believe we have significant room to expand our geographic footprint, grow our market share and enhance operating margins as our end markets recover.

Capitalize on Residential Recovery and Secular Trends

We expect the growing residential recovery to drive increases in our revenue and profitability. In addition, we believe that the market for vinyl-related building products, specifically windows and siding, is poised for growth. We expect this growth will be driven by favorable long-term demand drivers, a cyclical recovery in demand in the R&R and new residential construction markets from historically low levels, a demand for energy efficient products and the ongoing conversion to vinyl as a material of choice.

R&R spending, requiring the construction of new homes and the alteration and expansion of existing homes. According to the American Housing Survey by the U.S. Census Bureau and the U.S. Department of Housing and Urban Development, more than 67% of the current U.S. housing stock was built before 1980 and the median estimated home age has increased from 23 years in 1985 to 37 years in 2011. In addition, expenditures for residential improvements and repairs grew at a 7.1% compound annual rate from 1995 through 2007, according to the U.S. Census Bureau. We believe the fundamentals listed above will drive long-term growth in our product categories and end markets.

Recovery in Our End Markets. We believe we are well positioned to benefit from a robust recovery in both new residential construction and R&R spending. Approximately 70% of our revenues in fiscal year 2012 were generated from the R&R market. We believe that many repair and remodel decisions have been deferred since the global financial crisis began, creating substantial pent-up demand. Based on our estimates and industry data, we believe that the average amount of time that passes before consumers replace their existing windows and siding has increased by over 40% versus the rate of replacement prior to the financial crisis. We also believe that R&R spending has historically lagged new home construction spending. We expect that a more prolonged recovery in R&R spending will be driven by increasing consumer confidence, falling unemployment rates and increasing home equity values. The Leading Indicator of Remodeling Activity provided by the Joint Center for Housing Studies at Harvard University expects 19.7% and 19.8% year-over-year increases in home improvement spending for the third and fourth quarters of 2013. Additionally, approximately 30% of our revenues in fiscal year 2012 were generated from new residential construction. We believe this category will grow rapidly over the next several years as housing starts improve to rates that are more consistent with historical levels. According to the U.S. Census Bureau, seasonally adjusted single- and multi-family housing starts in 2012 were 780,000 compared to a 50-year average of 1.5 million.

Energy Efficiency. We believe that there is strong and growing demand for energy efficient, “green” building products. Recent surveys demonstrate that consumers are willing to invest in energy efficient products that provide measurable savings over time. We expect to benefit from this increasing demand for energy efficient building products, as many of our products meet energy efficiency standards, including many of our window product lines that have earned the ENERGY STAR^® rating.

Continued Penetration of Vinyl Products. We believe our focus on vinyl products will further drive our market share in the window and siding markets. Vinyl has greater durability, requires less maintenance and provides greater energy efficiency than many competing materials. In addition, we believe vinyl products have a price advantage over other material types. As a result, vinyl products have gained substantial share in the window and siding markets over the last decade and are expected to be a preferred material going forward.

Drive Incremental Same-Store Sales Growth

We believe that we can grow our business by expanding sales to our existing customers and attracting new customers with our high quality products and services. Our differentiated delivery model, outstanding service offering and high quality products provide the foundations for this growth. These elements in particular manifest themselves in our ability to differentially service larger regional and national customers versus our competitors. As many of these larger customers are regional and national homebuilders, these elements are an important driver of our ability to take advantage of the recovery in residential new construction. Our growth is further enhanced by our demonstrated ability to increase the number of products that we sell to each customer, for example by selling siding to customers who previously only purchased windows, and the continued rollout of our ISS offering,

which enables our customers to expand their geographic presence without increasing their installer base. We believe our product and service offerings, coupled with both our AMES-led efforts to drive sales force and operating excellence and our investment in new sales representatives, will enable us to expand our customer base and increase our market share.

Expand Our Distribution Network

We believe that we have considerable room to expand our geographic coverage and intend to grow our network of company-operated supply centers through the creation and acquisition of new supply centers. We have added supply centers in six of the last nine years and have added two company-operated supply centers in the first six months of 2013. We maintain disciplined selection criteria for new supply centers, which include target investment return thresholds. We typically target cash flows from operations to achieve a break-even rate within two years of a new supply center opening. We believe our ability to add company-operated supply centers while effectively maintaining our relationship with third-party distributors differentiates us from our competitors. We believe there is significant market capacity for additional supply centers: a company-commissioned study suggested that we have the opportunity to add more than 200 locations to our existing supply center network, which would more than double our current base of supply centers. In addition, in areas in which we believe an opportunity for expansion exists but where we do not intend to open new company-operated supply centers, we will selectively pursue additional independent distributor and dealer relationships to drive additional sales.

Innovate and Expand Our Product Portfolio

We intend to expand our product portfolio through product innovation as well as through an increase in the breadth of third-party manufactured products that we sell through our company-operated supply centers. We plan to capitalize on our vinyl window and siding manufacturing expertise by continuing to develop innovative and complementary new products that offer long-term performance, cost, aesthetic and other competitive advantages. We believe that our vertically integrated operating model and strong customer relationships provide us with valuable insights into the latest product attributes that appeal to customers. We are currently developing a new window platform designed not only to increase the energy efficiency of our product line but also to increase our range of window products that we offer. We believe that our re-designed dual-pane window offering, which we expect will meet anticipated ENERGY STAR^® Version 6.0 standards in a cost effective manner, will be a key differentiator versus our competitors. In addition we expect manufacturing and system enhancements in this new window platform to help drive operating improvements and lower cost in our manufacturing facilities.

In addition to investing in new manufactured products, we will continue to selectively increase the range of third-party manufactured products that we sell through our company-operated supply centers. For example, in 2008, we began an effort to significantly expand our roofing product offering within our supply center network. Our roofing products were offered at 25 of our locations at the beginning of 2008 and are now available at 74 of our 123 company-operated supply centers. We believe there are numerous other opportunities to provide additional exterior building products through our distribution network.

Drive Profitable Growth and Expand Margins

our management team, we developed and began implementing AMES. We believe that AMES positions us to significantly increase the efficiency of both our manufacturing and distribution operations. Our leadership team is focused on implementing predictable and repeatable processes, with the goal of more efficiently providing a broad range of high quality products with shorter lead times. We believe that these initiatives, combined with a substantially fixed cost base, should allow us to expand our margins as our revenues increase.

Summary of Risk Factors

Our business is subject to numerous risks, which are described in the section entitled “Risk Factors.” You should carefully consider these risks before making an investment. In particular, the following considerations, among others, may offset our competitive strengths or have a negative effect on our business strategy, which could cause a decline in the price of our common stock and result in a loss of all or a portion of your investment:

conditions in the housing market, consumer credit market and economic conditions generally;

disruption in the financial markets and the inability to timely access financing on acceptable terms;

high level of competition in our industry and the impact of competitive pressures;

our substantial fixed costs;

delays in the development of new or improved products or our inability to successfully develop new or improved products;

increases in raw material costs and availability of raw materials and finished goods;

consolidation of our customers;

our substantial level of indebtedness;

union activity and work stoppages at our facilities or the facilities of our suppliers;

our ability to continuously improve organizational productivity and global supply chain efficiency and flexibility; and

the other factors set forth in the section entitled “Risk Factors.”

Our History and the Merger

Associated Materials was founded in 1947 when it first introduced residential aluminum siding under the Alside^® name and is a leading, vertically integrated manufacturer and distributor of exterior residential building products in the United States and Canada. We were formed in the State of Delaware in September 2010. In October 2010, Associated Materials Group, Inc. (formerly known as AMH Investment Holdings Corp. and before that as Carey Investment Holdings Corp.), Holdings, Carey Acquisition Corp. (“Merger Sub”), a wholly owned direct subsidiary of Holdings, and AMH Holdings II, Inc. (“AMH II”) entered into a merger agreement pursuant to which Merger Sub merged with and into AMH II (the “Acquisition Merger”), with AMH II surviving such merger as a wholly owned direct subsidiary of Holdings. After a series of additional mergers (together with the Acquisition Merger, the “Merger”), AMH II merged with and into Associated Materials in October 2010, with Associated Materials surviving such merger as a wholly owned direct subsidiary of Holdings. As a result of the Merger, Associated Materials became our indirect wholly owned subsidiary. On July 9, 2013, we changed our name to “Associated Materials Group, Inc.” In connection with the Merger, the H&F Investors acquired control of a majority of the voting power

of all outstanding shares of our common stock. Before giving effect to this offering, the H&F Investors owned approximately 97% of our common stock.

Tax Receivable Agreement

Upon the closing of this offering, we intend to enter into a tax receivable agreement with each holder of our common stock as of immediately prior to the completion of this offering (the “Pre-IPO Holders”). This tax receivable agreement will generally provide for the payment by us to the Pre-IPO Holders of 85% of the amount of cash savings, if any, in U.S. federal, state and local income tax that we realize as a result of (1) net operating loss (“NOL”) carryovers from periods (or portions thereof) ending before December 30, 2012, (2) deductible expenses attributable to the transactions related to this offering and (3) deductions related to imputed interest deemed to be paid by us as a result of or attributable to payments under this tax receivable agreement. See “Certain Relationships and Related Party Transactions—Tax Receivable Agreement.”

Organizational Structure

The following diagram illustrates our organizational structure after giving effect to the consummation of this offering and the use of proceeds of this offering as described under “Use of Proceeds”.

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*	Holdings is a guarantor of our ABL facilities (as defined below).

AMH New Finance, Inc. is a co-issuer of the 9.125% notes (as defined below). Gentek Holdings, LLC is a guarantor of the 9.125% notes and is a guarantor of our ABL facilities, which is comprised of a $141.5 million U.S. facility and a $71.5 million Canadian facility, and Gentek Building Products, Inc. is also a guarantor of the 9.125% notes and is the borrower under the U.S. portion of our ABL facilities. The other subsidiaries are borrowers or guarantors under the Canadian portion of our ABL facilities. None of these entities is a guarantor of the 9.125% notes or of the U.S. portion of our ABL facilities. In addition, Associated Materials Finance, Inc. is not a guarantor of our ABL facilities.

Our Sponsor

Hellman & Friedman LLC (“H&F”) is a leading private equity firm with offices in San Francisco, London and New York. Since its founding in 1984, H&F has raised and, through its affiliated funds, managed, over $25 billion of committed capital and has invested in over 75 companies. The firm focuses on investing in superior business franchises and serving as a value-added partner to management in select industries including energy & industrials, internet & digital media, software, business & marketing services, financial services, insurance, media and healthcare. After the completion of this offering, the H&F Investors will continue to control a majority of the voting power of all outstanding shares of our common stock. For a discussion of certain risks, potential conflicts and other matters associated with the H&F Investors’ control, see “Risk Factors—Risks Relating to Our Business—We are controlled by the H&F Investors, whose interests may be different than the interests of other holders of our securities” and “Description of Capital Stock.”

Corporate Information

Associated Materials Group, Inc. is a Delaware corporation formed in September 2010. Our principal executive offices are located at 3773 State Road, Cuyahoga Falls, Ohio 44223. Our telephone number is (330) 929-1811. Our website address is www.associatedmaterials.com. Information contained on, or that can be accessed through, our website does not constitute part of this prospectus, and inclusions of our website address in this prospectus are inactive textual references only.

The Offering



Common stock offered by us		shares

Common stock to be outstanding immediately after this offering		shares

Option to purchase additional shares of common stock from us		The underwriters have been granted an option to purchase up to additional shares of common stock from us at any time within 30 days from the date of this prospectus.

Use of proceeds		We estimate that the net proceeds to us from this offering, after deducting underwriting discounts and commissions and estimated offering expenses payable by us, will be approximately $ million, based on the assumed initial public offering price of $ per share, which is the midpoint of the price range set forth on the front cover of this prospectus. We intend to use net proceeds received by us from this offering to redeem $ million in aggregate principal amount of our 9.125% Senior Notes due 2017 (the “9.125% notes”), plus accrued interest thereon, and to pay approximately $ million of redemption premium pursuant to provisions of the indenture governing our 9.125% notes (the “Indenture”). To the extent we raise more proceeds in this offering than currently estimated, we will use such proceeds for general corporate purposes. To the extent we raise less proceeds in this offering than currently estimated, we will reduce the amount of the 9.125% notes that will be redeemed. See “Use of Proceeds.”

Dividend policy		We do not intend to pay dividends on our common stock in the foreseeable future. Our ability to pay dividends on our common stock is limited by the covenants of our senior secured asset-based revolving credit facilities (the “ABL facilities”) and the Indenture and may be further restricted by the terms of any future debt or preferred securities. See “Dividend Policy” and “Description of Indebtedness.”

Controlled company		After the completion of this offering, the H&F Investors will continue to control a majority of the voting power of our outstanding common stock. As a result, we will be a “controlled company” within the meaning of the NYSE or Nasdaq, as applicable, corporate governance standards.



Proposed NYSE or Nasdaq, as applicable, symbol		“ .”

The number of shares of our common stock to be outstanding immediately after this offering is based on 55,713,894 shares outstanding as of March 30, 2013 and excludes:

shares of common stock issuable upon the exercise of outstanding options with a weighted-average exercise price of $ per share;

1,112,673 shares of common stock available for future grant under the Associated Materials Group, Inc. 2010 Stock Incentive Plan (the “2010 Plan”); and

shares of common stock available for future grant under the Associated Materials Group, Inc. 2013 Stock Incentive Plan (the “2013 Plan”), which will become effective in connection with the closing of this offering.

Except as otherwise indicated, all information in this prospectus assumes:

a -for- stock split effective on , 2013;

no exercise of options subsequent to March 30, 2013;

no exercise by the underwriters of their option to purchase up to additional shares of common stock from us; and

the filing and effectiveness of our amended and restated certificate of incorporation and the effectiveness of our amended and restated bylaws in connection with the closing of this offering.

Summary Historical Condensed Consolidated Financial Data

The following table sets forth our summary financial data for the periods presented. Our fiscal year consists of a 52/53 week period ending on the Saturday closest to December 31st. For fiscal years 2010, 2011 and 2012, our fiscal years were comprised of the 52 weeks ended January 1, 2011, December 31, 2011 and December 29, 2012, respectively. In October 2010, we completed the Merger, whereupon Associated Materials became our indirect wholly owned subsidiary.

Our results of operations prior to the date of the Merger are presented as the results of the Predecessor, which include the results of our then existing direct and indirect parent companies, Associated Materials Holdings, LLC, AMH Holdings, LLC and AMH Holdings II, Inc. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations—The Merger” for a discussion of the Merger. The results of operations from and after the Merger are presented as the results of the Successor. The statement of operations data set forth below for the predecessor period January 3, 2010 to October 12, 2010, the successor period October 13, 2010 to January 1, 2011 and the years ended December 31, 2011 and December 29, 2012 are derived from our audited consolidated financial statements that are included elsewhere in this prospectus. The statement of operations data set forth below for the quarters ended March 31, 2012 and March 30, 2013 and the balance sheet data as of March 30, 2013 are derived from our unaudited condensed consolidated financial statements that are included elsewhere in this prospectus. The unaudited condensed consolidated financial statements were prepared on a basis consistent with our audited consolidated financial statements. The historical results presented below are not necessarily indicative of financial results to be achieved in future periods.

This summary historical condensed consolidated financial data set forth below for the quarter ended March 30, 2013 should be read in conjunction with “Capitalization,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and our audited consolidated financial statements and unaudited consolidated condensed financial statements and the related notes included elsewhere in this prospectus.


	Predecessor			Successor
	January 3, 2010 to October 12, 2010			October 13, 2010 to January 1, 2011			Year Ended						Quarter Ended
	January 3, 2010 to October 12, 2010			October 13, 2010 to January 1, 2011			December 31, 2011			December 29, 2012			March 31, 2012			March 30, 2013
	(in thousands, except share and per share data)
Statement of Operations Data:
Net sales(1)	$	897,938		$	269,249		$	1,159,515		$	1,142,521		$	212,954		$	208,984
Cost of sales		658,509			222,737			894,333			859,617			171,860			164,230

Gross profit		239,429			46,512			265,182			282,904			41,094			44,754
Selling, general and administrative expenses		159,448			53,543			247,278			240,027			59,470			56,835
Impairment of goodwill(2)		—			—			84,253			—			—			—
Impairment of other intangible assets(2)		—			—			79,894			—			—			—
Merger costs		102,661			7,411			585			—			—			—
Manufacturing restructuring costs		—			—			228			—			—			—

(Loss) income from operations		(22,680	)		(14,442	)		(147,056	)		42,877			(18,376	)		(12,081	)
Interest expense, net		58,759			16,125			75,731			75,508			18,684			18,838
Net (gain) loss on debt extinguishments		(15,201	)		25,129			—			—			—			—
Foreign currency (gain) loss		(184	)		771			438			119			38			253

Loss before income taxes		(66,054	)		(56,467	)		(223,225	)		(32,750	)		(37,098	)		(31,172	)
Income tax expense (benefit)		5,220			8,553			(20,434	)		5,605			769			169

Net loss	$	(71,274	)	$	(65,020	)	$	(202,791	)	$	(38,355	)	$	(37,867	)	$	(31,341	)


	Predecessor			Successor
	January 3, 2010 to October 12, 2010			October 13, 2010 to January 1, 2011			Year Ended						Quarter Ended
	January 3, 2010 to October 12, 2010			October 13, 2010 to January 1, 2011			December 31, 2011			December 29, 2012			March 31, 2012			March 30, 2013
	(in thousands, except share and per share data)
Per Share Data:
(Loss) income per share (basic and diluted)	$	(41.41	)	$	(1.19	)	$	(3.67	)	$	(0.69	)	$	(0.68	)	$	(0.56	)

Weighted average shares outstanding (basic and diluted)		1,721,076			54,860,707			55,290,857			55,642,894			55,638,894			55,662,894
Other Financial Data:
Adjusted EBITDA(3)	$	102,656		$	30,583		$	87,321		$	96,397		$	(2,760	)	$	(1,302	)
Capital expenditures		(10,302	)		(5,160	)		(15,447	)		(5,371	)		(738	)		(1,361	)


	As of March 30, 2013
	(in thousands)
Balance Sheet Data:
Cash and cash equivalents	$	6,132
Working capital(4)		99,670
Total assets		1,515,182
Total debt		820,432
Stockholders’ equity		194,359

(1)	The following table presents a summary of net sales by principal product offering:


	Predecessor		Successor
	January 3, 2010 to October 12, 2010		October 13, 2010 to January 1, 2011		Year Ended				Quarter Ended
	January 3, 2010 to October 12, 2010		October 13, 2010 to January 1, 2011		December 31, 2011		December 29, 2012		March 31, 2012		March 30, 2013
	(in thousands)
Vinyl windows	$	316,102	$	118,778	$	362,570	$	357,267	$	66,888	$	67,635
Vinyl siding products		181,904		41,504		224,388		227,374		43,358		39,737
Metal products		147,321		35,226		178,398		174,111		35,667		31,861
Third-party manufactured products		196,587		55,511		320,852		302,966		52,094		51,016
Other products and services		56,024		18,230		73,307		80,803		14,947		18,735

Total	$	897,938	$	269,249	$	1,159,515	$	1,142,521	$	212,954	$	208,984

(2)	See footnote (a) to the table under “—Adjusted EBITDA.”

(3)	For a discussion and reconciliation of this non-GAAP financial measure to net loss, see “—Adjusted EBITDA”.

(4)	Working capital is defined as current assets minus current liabilities.

Adjusted EBITDA

EBITDA is calculated as net income plus interest, taxes, depreciation and amortization. Adjusted EBITDA is defined as EBITDA adjusted to reflect certain adjustments (other than run-rate cost savings) that are used in calculating covenant compliance under the amended and restated revolving credit agreement governing our ABL facilities (the “Amended and Restated Revolving Credit Agreement”) and the Indenture. We consider EBITDA and Adjusted EBITDA to be important indicators of our operational strength and performance of our business. We have included Adjusted EBITDA because it is a key financial measure used by our management to (i) assess our ability to service our debt or incur debt and meet our capital expenditure requirements; (ii) internally measure our operating performance; and (iii) determine our incentive compensation programs. EBITDA and Adjusted EBITDA are not measures determined in accordance with GAAP and should not be considered as an alternative to, or more meaningful than, net income (as determined in accordance with GAAP) as a measure of our operating results or net cash provided by operating activities (as determined in accordance with GAAP) as a measure of our liquidity. Adjusted EBITDA as presented by us may not be comparable to similarly titled measures reported by other companies.

The reconciliation of our net loss to EBITDA and Adjusted EBITDA is as follows:


	Predecessor			Successor
	January 3, 2010 to October 12, 2010			October 13, 2010 to January 1, 2011			Year Ended						Quarter Ended
	January 3, 2010 to October 12, 2010			October 13, 2010 to January 1, 2011			December 31, 2011			December 29, 2012			March 31, 2012			March 30, 2013
	(in thousands)
Net loss	$	(71,274	)	$	(65,020	)	$	(202,791	)	$	(38,355	)	$	(37,867	)	$	(31,341	)
Interest expense, net		58,759			16,125			75,731			75,508			18,684			18,838
Income tax expense (benefit)		5,220			8,553			(20,434	)		5,605			769			169
Depreciation and amortization		17,582			10,498			51,326			50,678			13,124			10,883

EBITDA		10,287			(29,844	)		(96,168	)		93,436			(5,290	)		(1,451	)
Impairment of goodwill and other intangible assets(a)		—			—			164,147			—			—			—
Merger costs(b)		103,467			7,411			585			—			—			—
(Gain) loss on debt extinguishments(c)		(15,201	)		25,129			—			—			—			—
Purchase accounting related adjustments(d)		—			21,427			(3,786	)		(3,872	)		(970	)		(962	)
Restructuring costs(e)		88			—			228			—			—			—
Loss (gain) on disposal or write-offs of assets(f)		43			1,230			215			(12	)		18			32
Executive officer separation and hiring costs(g)		—			1,397			6,706			3,366			1,647			21
Stock-based compensation expense(h)		—			—			709			96			26			38
Non-cash expense (benefit) adjustments(i)		—			—			7,574			(3,300	)		799			—
Other normalizing and unusual items(j)		4,156			3,062			6,673			6,564			972			767
Foreign currency (gain) loss(k)		(184	)		771			438			119			38			253

Adjusted EBITDA(l)	$	102,656		$	30,583		$	87,321		$	96,397		$	(2,760	)	$	(1,302	)

(a)

We review goodwill and other intangible assets with indefinite lives for impairment on an annual basis, or more frequently if events or circumstances change that would impact the value of these assets. During the third quarter of 2011, the weaker economic conditions and lower results of operations resulted in management changing our outlook and lowering our forecast used for our discounted cash flow analysis. As a result of the lower management projections for operating results and the calculated lower per share equity value, we believed that we had an indicator of impairment and performed interim impairment testing on goodwill and indefinite lived intangibles as of September 3, 2011 resulting in impairment charges of $84.3 million during the fourth quarter of 2011 and $72.2 million during the third quarter of 2011, respectively.

In addition to the interim impairment testing, we performed our annual impairment test on goodwill and indefinite lived intangibles in the fourth quarter of 2011. We had revised our forecasts downward after the date of the interim impairment testing based on our annual budgeting process which resulted in an additional impairment charge related to indefinite lived intangibles of $7.7 million. No additional impairment charges were required as a result of the annual impairment test of goodwill for 2011.

(b)	Represents the following:


	Predecessor		Successor
	January 3, 2010 to October 12, 2010		October 13, 2010 to January 1, 2011		Year Ended				Quarter Ended
	January 3, 2010 to October 12, 2010		October 13, 2010 to January 1, 2011		December 31, 2011		December 29, 2012		March 31, 2012		March 30, 2013
	(in thousands)
Transaction costs(i)	$	38,416	$	7,411	$	585	$	—	$	—	$	—
Transaction bonuses(ii)		26,231		—		—		—		—		—
Stock option compensation(iii)		38,014		—		—		—		—		—
Stock warrants expense(iv)		806		—		—		—		—		—

Total	$	103,467	$	7,411	$	585	$	—	$	—	$	—

(i)

Predecessor expenses include investment banking, legal and other expenses, including $16.2 million of expense accrued and paid to affiliates of Investcorp International Inc. and Harvest Partners, L.P. (“Harvest Partners”) in connection with the amended and restated management agreement with Harvest Partners. Successor expenses primarily include fees paid on behalf of Merger Sub related to due diligence activities.

(ii)

Represents transaction bonuses paid to senior management and certain employees in connection with the Merger.

(iii)

Represents stock option compensation expense recognized as a result of the modification of certain stock option awards in connection with the Merger and the fair value of an in-the-money stock option award granted immediately prior to the Merger.

(iv)

Represents expense for stock warrants, which were redeemed for cash in connection with the Merger. The expense associated with the stock warrants has been recognized in our results of operations as a reduction in net sales in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 505-50, Equity-Based Payments to Non-Employees.

(c)

Expenses recorded by the Predecessor for the period ended October 12, 2010 include the write-off of an accrual for all future interest payments on the 20% Senior Notes due 2014 (the “20% notes”) outstanding before the Merger, partially offset with the write-off of deferred financing fees associated with our prior asset-based credit facility (the “prior ABL facility”), which was recorded during the year ended January 2, 2010, in accordance with FASB ASC 470-60, Troubled Debt Restructurings by Debtors. Expenses recorded by the Successor include the loss on the extinguishment of the 9.875% notes and the 11.25% notes totaling $13.6 million and fees of $11.5 million related to an interim financing facility, which was negotiated, but ultimately not utilized, in conjunction with the financing for the Merger.

(d)	Represents the following:


	Predecessor		Successor
	January 3, 2010 to October 12, 2010		October 13, 2010 to January 1, 2011			Year Ended						Quarter Ended
	January 3, 2010 to October 12, 2010		October 13, 2010 to January 1, 2011			December 31, 2011			December 29, 2012			March 31, 2012			March 30, 2013
	(in thousands)
Pension expense adjustment(i)	$	—	$	(589	)	$	(2,694	)	$	(2,689	)	$	(672	)	$	(669	)
Amortization related to fair value adjustment of leased facilities(ii)		—		(95	)		(456	)		(448	)		(114	)		(110	)
Amortization related to warranty liabilities(iii)		—		(153	)		(736	)		(735	)		(184	)		(183	)
Inventory adjustment related to Merger(iv)		—		22,264			—			—			—			—
Inventory adjustment related to supply center acquisition(v)		—		—			100			—			—			—

Total	$	—	$	21,427		$	(3,786	)	$	(3,872	)	$	(970)		$	(962)

(i)

Represents the elimination of the impact of reduced pension expense as a result of purchase accounting adjustments associated with the Merger.

(ii)

Represents the elimination of the impact of amortization related to net liabilities recorded in purchase accounting for the fair value of our leased facilities as a result of the Merger.

(iii)

Represents the elimination of the impact of amortization related to net liabilities recorded in purchase accounting for the fair value of warranty liabilities as a result of the Merger.

(iv)

Represents $23.1 million of amortization for the step-up in basis of inventory, partially offset by $0.8 million of other purchase accounting related adjustments to inventory included in cost of sales.

(v)

Represents the adjustment to inventory that was acquired as part of the supply center acquisition completed during the second quarter of 2011.

(e)

Represents manufacturing restructuring charges of $0.2 million during the year ended December 31, 2011 and legal and accounting fees of $0.1 million in connection with tax restructuring projects during the predecessor period ended October 12, 2010. During 2008, we relocated a portion of our vinyl siding production from Ennis, Texas to West Salem, Ohio and Burlington, Ontario. In connection with this change, during 2009, we discontinued the use of the warehouse facility adjacent to the Ennis manufacturing plant and recorded lease costs associated with our discontinued use of the warehouse facility adjacent to the Ennis manufacturing plant. During the second quarter of 2011, we recognized a charge of $0.2 million within selling, general and administrative expenses as a result of re-measuring the restructuring liability related to the discontinued use of the warehouse facility adjacent to our Ennis manufacturing plant.

(f)

Represents loss (gain) on disposals or write-offs of assets principally including $0.2 million for loss on sale of fixed assets during the year ended December 31, 2011 and $1.2 million of loss incurred during the successor period ended January 1, 2011 related to issues with a new product line, and the ultimate discontinuation of the product line by the Successor.

(g)	Represents separation and hiring costs, including payroll taxes and certain benefits, as follows:

(i)

Separation and hiring costs, including payroll taxes and certain benefits, and professional fees of $3.4 million during the year ended December 29, 2012 related to the hirings of Mr. Nagle, our President, AMI Distribution and Mr. Morrisroe, our Senior Vice President, Chief Financial Officer and Secretary, the termination of Mr. Graham, our former Senior Vice President, Chief Financial Officer and Secretary in February 2012, the termination of Mr. Haumesser, our former Senior Vice President of Human Resources in April 2012 and the hiring of Mr. Kenyon, our Senior Vice President and Chief Human Resources Officer in June 2012. $1.6 million of such costs was incurred in the quarter ended March 31, 2012.

(ii)

Separation and hiring costs, including payroll taxes and certain benefits, and professional fees of $6.7 million during the year ended December 31, 2011 related to the terminations of Mr. Chieffe, our former President and Chief Executive Officer, and Mr. Arthur, our former Senior Vice President of Operations, in June 2011, the hiring of Mr. Snyder, our former Interim Chief Executive Officer, in June 2011, the hiring of Mr. Gaydos, our Senior Vice President of Operations in August 2011, and the hiring of Mr. Burris, our President and Chief Executive Officer in September 2011.

(iii)

Separation costs, including payroll taxes and certain benefits, of $1.4 million in the successor period ended January 1, 2011 related to the termination of Mr. Franco, our former President of AMI Distribution.

(h)	Represents stock-based compensation related to restricted shares issued to certain of our directors and officers.

(i)	Represents the non-cash provision for warranties greater (less) than claims paid.

(j)	Represents the following:


	Predecessor		Successor
	January 3, 2010 to October 12, 2010		October 13, 2010 to January 1, 2011		Year Ended				Quarter Ended
	January 3, 2010 to October 12, 2010		October 13, 2010 to January 1, 2011		December 31, 2011		December 29, 2012		March 31, 2012		March 30, 2013
	(in thousands)
Professional fees(i)	$	2,734	$	2,973	$	3,271	$	1,342	$	383	$	438
Discontinued inventory expense(ii)		—		—		1,066		—		—		—
Accretion on lease liability(iii)		296		89		498		545		128		149
Excess severance costs(iv)		389		—		590		170		9		59
Operating lease termination penalty(v)		—		—		773		—		—		—
Insurance claim payment in dispute(vi)		—		—		—		330		—		—
Excess legal expense(vii)		—		—		362		4,044		452		88
Management fees(viii)		681		—		—		—		—		—
Bank audit fees(ix)		56		—		113		133		—		33

Total	$	4,156	$	3,062	$	6,673	$	6,564	$	972	$	767

(i)

Represents management’s estimate of unusual consulting and advisory fees primarily associated with cost savings and other strategic initiatives.

(ii)

Represents management’s estimate of unusual inventory obsolescence recorded related to a new window product launch and an inventory write-off related to a process change.

(iii)

Represents accretion on the liability recorded at present value for future lease costs in connection with our warehouse facility adjacent to the Ennis manufacturing plant, which we discontinued using during 2009.

(iv)

Represents management’s estimates for excess severance expense due primarily to unusual changes within senior management.

(v)

Represents the excess of cash paid over the estimated fair values of purchased equipment previously leased.

(vi)

Represents an unusual insurance claim paid by us, which is in dispute with our insurance carrier.

(vii)

Represents excess legal expense incurred in connection with the defense of actions filed by plaintiffs and a putative nationwide class of homeowners regarding certain warranty related claims related to steel and aluminum siding. See Note 18 to the audited consolidated financial statements included elsewhere in this prospectus.

(viii)

Represents annual management fees paid to Harvest Partners before the Merger.

(ix)

Represents bank audit fees incurred under our current ABL facilities and our prior ABL facility.

(k)	Represents foreign currency (gain) loss recognized in the income statement, including loss (gain) on foreign currency exchange hedging agreements.

(l)	Does not include adjustments for “run-rate” cost saving as allowed by the terms of the Indenture and our ABL facilities. Run-rate cost savings adjustments include the following:


	Predecessor		Successor
	January 3, 2010 to October 12, 2010		October 13, 2010 to January 1, 2011		Year Ended				Quarter Ended
	January 3, 2010 to October 12, 2010		October 13, 2010 to January 1, 2011		December 31, 2011		December 29, 2012		March 31, 2012		March 30, 2013
	(in thousands)
Run-rate cost savings(i)	$	—	$	—	$	9,449	$	10,711	$	—	$	—
Insourcing glass production savings(ii)		462		—		—		—		—		—
Procurement savings(iii)		141		—		—		—		—		—

Total	$	603	$	—	$	9,449	$	10,771	$	—	$	—

(i)

Represents our estimate of run-rate cost savings related to actions taken or to be taken within 12 months after the consummation of any acquisition, amalgamation, merger or operational change and prior to or during such period, calculated on a pro forma basis as though such cost savings had been realized on the first day of the period for which Adjusted EBITDA is being calculated, net of the amount of actual benefits realized during such period from such actions and net of the further adjustments required by the ABL facilities and the Indenture, as described below. Run-rate cost savings include actions around operational and engineering improvements, procurement savings and reductions in selling, general and administrative expenses. The run-rate cost savings were estimated to be approximately $13 million and $17 million for the years ended December 29, 2012 and December 31, 2011, respectively. Our ABL facilities and the Indenture permit us to include run-rate cost savings in our calculation of Adjusted EBITDA in an amount, taken together with the amount of certain restructuring costs, up to 10% of Consolidated EBITDA, as defined in such debt instruments. As such, only $10.7 million of the approximately $13 million of run-rate cost savings for 2012 and $9.4 million of the approximately $17 million of run-rate cost savings for 2011 were included in the calculation of Adjusted EBITDA under the ABL facilities and the Indenture for 2012 and 2011, respectively.

(ii)

Represents management’s estimates of cost savings that could have resulted from producing glass in-house at our Cuyahoga Falls, Ohio window facility had such production started on January 4, 2009.

(iii)

Represents management’s estimate of cost savings that could have resulted from entering into our leveraged procurement program with an outside consulting firm had such program been entered into on January 4, 2009.

RISK FACTORS

Investing in our common stock involves a high degree of risk. You should carefully consider the following risk factors, as well as other information in this prospectus, before deciding whether to invest in shares of our common stock. The occurrence of any of the events described below could harm our business, financial condition, results of operations and growth prospects. In such an event, the trading price of our common stock may decline and you may lose all or part of your investment.

Risks Relating to Our Business

Conditions in the housing market, consumer credit market and economic conditions generally could adversely affect demand for our products.

Our business is largely dependent on home improvement (including repair and remodeling) and new home construction activity levels in the United States and Canada. Adverse conditions in, or sustained uncertainty about, our industry or the overall economy (including inflation, deflation, interest rates, availability and cost of capital, consumer spending rates, energy availability and costs and the effects of governmental initiatives to manage economic conditions) could adversely impact consumer confidence, causing our customers to delay purchasing or determine not to purchase home improvement products and services. High unemployment, low consumer confidence, declining home prices, increased mortgage rates and tightened credit markets may limit the ability of consumers to purchase homes or to finance home improvements and may negatively affect investments in existing homes in the form of renovations and home improvements. These industry conditions and general economic conditions may have an adverse impact on our business, financial condition and results of operations.

Our focus within the building products industry amplifies the risks inherent in a general economic downturn. The impact of this weakness on our net sales, net income and margins will be determined by many factors, including industry capacity, industry pricing and our ability to implement our business plan.

Disruption in the financial markets could negatively affect us as well as our customers and suppliers, and the inability to access financing on terms and at a time acceptable to us for any reason could have a material adverse effect on our financial condition, results of operations and liquidity.

Along with our customers and suppliers, we rely on stable and efficient financial markets. Availability of financing depends on the lending practices of financial institutions, financial and credit markets, government policies and economic conditions, all of which are beyond our control. The credit markets and the financial services industry have experienced significant volatility and disruption, characterized by limitations on credit availability, persistently high unemployment rates in the United States, weakness in many real estate markets, global economic turmoil and growing debt loads for many governments. These adverse economic conditions and disrupted financial markets could compromise the financial condition of our customers and suppliers. Customers may not be able to pay, or may delay payment of, accounts receivable due to liquidity and financial performance issues or concerns affecting them or due to their inability to secure financing. Suppliers may modify, delay or cancel projects and reduce their levels of business with us. In addition, the weak credit markets may also impact the ability of the end consumer to obtain any needed financing to purchase our products, resulting in a reduction in overall demand, and consequently negatively impact our sales levels. Further volatility and disruption in the financial markets could adversely affect our ability to refinance indebtedness when required and have a material adverse effect on our financial condition, results of operations and liquidity.

Our industry is highly competitive, and competitive pressures could have an adverse effect on us.

The markets for our products and services are highly competitive. We seek to distinguish ourselves from other suppliers of residential building products and to sustain our profitability through a business strategy focused on increasing sales at existing supply centers, selectively expanding our supply center network, increasing sales through independent specialty distributor customers, developing innovative new products, expanding sales of third-party manufactured products through our supply center network and driving operational excellence by reducing costs and increasing customer service levels. We believe that competition in the industry is based on price, product and service quality, customer service and product features. Sustained increases in competitive pressures could have an adverse effect on results of operations and negatively impact sales and margins.

We have substantial fixed costs and, as a result, operating income is sensitive to changes in net sales.

We operate with significant operating and financial leverage. Significant portions of our manufacturing costs and selling, general and administrative expenses are fixed costs that neither increase nor decrease proportionately with sales. In addition, a significant portion of our interest expense is fixed. There can be no assurance that we would be able to further reduce our fixed costs in response to a decline in net sales. As a result, a decline in our net sales could result in a higher percentage decline in our income from operations.

We may not successfully develop new products or improve existing products, and we may experience delays in the development of new products.

Our success depends on meeting customer needs, and one of the ways in which we meet customer needs is through new product development. We aim to introduce products and new or improved production processes proactively to offset obsolescence and decreases in sales of existing products. As materials technology for exterior residential building products advances, we will be expected to upgrade and adapt our existing products and production processes and introduce new products in order to continue to provide products incorporating the latest commercial innovations and meet customer expectations. We are currently working on an important update to one of our most popular window platforms. If this update fails to gain commercial acceptance, we may suffer a decline in our competitive position.

While we devote significant attention to the development of new products, we may not be successful in new product development, and our new products may not meet customer expectations or be commercially successful. To the extent we are not able to successfully develop new products, our future sales could be harmed. In addition, interruptions or delays in the development of new products and new or improved production processes could have an adverse effect on our business, financial condition and results of operations.

Increases in raw material costs and interruptions in the availability of raw materials and finished goods could adversely affect our profit margins.

The principal raw materials used by us are vinyl resin, aluminum, steel, resin stabilizers and pigments, glass, window hardware and packaging materials, all of which have historically been subject to price changes. Raw material pricing on certain of our key commodities has fluctuated significantly over the past several years, but has generally increased, and we expect raw material prices to continue to increase. In response, we have announced price increases over the past several years on certain of our product offerings to offset inflation in raw materials and continually monitor market conditions for price changes as warranted. Our ability to maintain gross margin levels on our products

during periods of rising raw material costs depends on our ability to obtain increases in the selling price of our products. Furthermore, the results of operations for individual quarters can and have been negatively impacted by a delay between the timing of raw material cost increases and price increases on our products. There can be no assurance that we will be able to maintain the selling price increases already implemented or achieve any future price increases.

Additionally, we rely on our suppliers for deliveries of raw materials and finished goods. If any of our suppliers were unable to deliver raw materials or finished goods to us for an extended period of time, we may not be able to procure the required raw materials or finished goods through other suppliers without incurring an adverse impact on our operations. Even if acceptable alternatives were found, the process of locating and securing such alternatives might be disruptive to our business, and any such alternatives could result in increased costs for us. Extended unavailability of necessary raw materials or finished goods could cause us to cease manufacturing or distributing one or more of our products for an extended period of time.

Consolidation of our customers could adversely affect our business, financial condition and results of operations.

Though larger customers can offer efficiencies and unique product opportunities, consolidation increases their size and importance to our business. These larger customers can make significant changes in their volume of purchases and seek price reductions. Consolidation could adversely affect our margins and profitability, particularly if we were to lose a significant customer. In 2010, 2011 and 2012, sales to one customer and its licensees represented approximately 14%, 13% and 13% of total net sales, respectively. The loss of a substantial portion of sales to this customer could have a material adverse effect on our business, financial condition and results of operations.

Our substantial level of indebtedness could adversely affect our financial condition.

We have a substantial amount of indebtedness, which requires significant interest payments. As of March 30, 2013, we would have had $ million of indebtedness after giving effect to the use of proceeds of this offering and the issuance by us of $100.0 million of additional 9.125% notes in May 2013.

Our substantial level of indebtedness could have important consequences, including the following:

We must use a substantial portion of our cash flow from operations to pay interest and principal on our ABL facilities and 9.125% notes and other indebtedness, which reduces funds available to us for other purposes, such as working capital, capital expenditures, other general corporate purposes and potential acquisitions;

our ability to refinance such indebtedness or to obtain additional financing for working capital, capital expenditures, acquisitions or general corporate purposes may be impaired;

we are exposed to fluctuations in interest rates because the ABL facilities have a variable rate of interest;

our leverage may be greater than that of some of our competitors, which may put us at a competitive disadvantage and reduce our flexibility in responding to current and changing industry and financial market conditions;

we may be more vulnerable to economic downturns and adverse developments in our business; and

we may be unable to comply with financial and other restrictive covenants in the ABL facilities, the Indenture and other debt instruments, as applicable, some of which require the obligor to

maintain specified financial ratios and limit our ability to incur additional debt and sell assets, which could result in an event of default that, if not cured or waived, would have an adverse effect on our business and prospects and could result in bankruptcy.

Our ability to access funding under the ABL facilities depends upon, among other things, the absence of a default under the ABL facilities, including any default arising from a failure to comply with the related covenants. If we are unable to comply with our covenants under the ABL facilities, our liquidity may be adversely affected.

Our ability to meet expenses, to remain in compliance with our covenants under our debt instruments and to make future principal and interest payments in respect of our debt depends on, among other things, our operating performance, competitive developments and financial market conditions, all of which are significantly affected by financial, business, economic and other factors. We are not able to control many of these factors. If industry and economic conditions deteriorate, our cash flow may not be sufficient to allow us to pay principal and interest on our debt and meet our other obligations.

Increases in union organizing activity and work stoppages at our facilities or the facilities of our suppliers could delay or impede our production, reduce sales of our products and increase our costs.

Our financial performance is affected by the cost of labor. As of March 30, 2013, approximately 20% of our employees were represented by labor unions. We are subject to the risk that strikes or other types of conflicts with personnel may arise or that we may become a subject of union organizing activity. Furthermore, some of our direct and indirect suppliers have unionized work forces. Strikes, work stoppages or slowdowns experienced by these suppliers could result in slowdowns or closures of facilities where components of our products are manufactured. Any interruption in the production or delivery of our products could reduce sales of our products and increase our costs.

Risks associated with our ability to continuously improve organizational productivity and supply chain efficiency and flexibility could adversely affect our business, either in an environment of potentially declining market demand or one that is volatile or resurging.

We need to continually evaluate our organizational productivity and supply chains and assess opportunities to reduce costs and assets. We must also enhance quality, speed and flexibility to meet changing and uncertain market conditions. Our success also depends in part on refining our cost structure and supply chains to promote a consistently flexible and low cost supply chain that can respond to market pressures to protect profitability and cash flow or ramp up quickly to effectively meet demand. Failure to achieve the desired level of quality, capacity or cost reductions could impair our results of operations. Despite proactive efforts to control costs and improve production in our facilities, competition could still result in lower operating margins and profitability.

Our business is seasonal and can be affected by inclement weather conditions, which could affect the timing of the demand for our products and reduce profit margins and adversely affect our financial condition when such conditions exist.

Because most of our building products are intended for exterior use, sales and operating profits tend to be lower during periods of inclement weather. Weather conditions in the first quarter of each calendar year usually result in that quarter producing significantly less net sales and net cash flows from operations than in any other period of the year. Consequently, we have historically had losses or small profits in the first quarter and reduced profits from operations in the fourth quarter of each calendar year. To meet seasonal cash flow needs during the periods of reduced sales and net cash

flows from operations, we have typically utilized our revolving credit facilities and repay such borrowings in periods of higher cash flow. We typically generate the majority of our cash flow in the third and fourth quarters. Our inability to meet our seasonal cash flow needs because of inclement weather conditions or any other reason could have a material adverse effect on our financial condition and results of operations.

We have a history of operating losses and may not maintain profitability in the future.

We have not been consistently profitable on a quarterly or annual basis. We experienced net losses of $202.8 million and $38.4 million in 2011 and 2012, respectively, and a net loss of $31.3 million in the quarter ended March 30, 2013. As of March 30, 2013, our accumulated deficit was $337.5 million. We may not be able to sustain or increase our growth or profitability in the future. In addition, following the completion of this offering, we expect that our general and administrative expenses will increase due to the additional operational and reporting costs associated with being a public company. As a result of these increased expenditures and expenses, we will need to generate and sustain increased revenue to achieve future profitability expectations. We may incur significant losses in the future for a number of reasons, including the other risks and uncertainties described in this prospectus. Additionally, we may encounter unforeseen operating expenses, difficulties, complications, delays and other unknown factors that may result in losses in future periods. If these losses exceed our expectations or our growth expectations are not met in future periods, our financial performance will be affected adversely.

Our failure to attract and retain qualified personnel could adversely affect our business.

Our success depends in part on the efforts and abilities of our senior management and key employees. Their motivation, skills, experience and industry contacts significantly benefit our operations and administration. The failure to attract, motivate and retain members of our senior management and key employees could have a negative effect on our results of operations. In particular, the departure of members of our senior management could cause us to lose customers and reduce our net sales, lead to employee morale problems and the loss of key employees or cause production disruptions.

We may be able to incur more indebtedness, in which case the risks associated with our substantial leverage, including our ability to service our indebtedness, would increase.

The ABL facilities and the Indenture permit, subject to specified conditions and limitations, the incurrence of a significant amount of additional indebtedness. As of March 30, 2013, we would have been able to incur an additional $44.0 million of indebtedness under the ABL facilities, without giving effect to outstanding letters of credit or borrowing base limitations. If we incur additional debt, the risks associated with this substantial leverage and the ability to service such debt would increase.

The Indenture and the ABL facilities impose significant operating and financial restrictions on us.

The Indenture and the ABL facilities, as applicable, impose, and the terms of any future debt may impose, significant operating and financial restrictions on us. These restrictions, among other things, limit our ability and that of our subsidiaries to:

pay dividends or distributions, repurchase equity, prepay junior debt and make certain investments;

incur additional debt or issue certain disqualified stock and preferred stock;

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

incur liens on assets;

merge or consolidate with another company or sell all or substantially all assets;

enter into transactions with affiliates; and

enter into agreements that would restrict the ability of our subsidiaries to pay dividends or make other payments to us.

In addition, as discussed under “Description of Indebtedness,” if our borrowing availability under the ABL facilities is below specified levels, we will be subject to compliance with a fixed charge coverage ratio. We were in compliance with our debt covenants as of March 30, 2013.

All of these covenants may adversely affect our ability to finance our operations, meet or otherwise address our capital needs, pursue business opportunities, react to market conditions or otherwise restrict activities or business plans. A breach of any of these covenants could result in a default in respect of the related indebtedness. If a default occurs, the relevant lenders could elect to declare the indebtedness, together with accrued interest and other fees, to be immediately due and payable and proceed against any collateral securing that indebtedness. If repayment of our indebtedness is accelerated as a result of such default, we cannot provide any assurance that we would have sufficient assets or access to credit to repay such indebtedness.

We have significant goodwill and other intangible assets, which if impaired, could require us to incur significant charges.

As of March 30, 2013, we had $479.6 million of goodwill and $590.3 million of other intangible assets. The value of these assets is dependent, among other things, upon our future expected operating results. We are required to test for impairment of these assets annually or when factors indicating impairment are present, which could result in a write down of all or a significant portion of these assets. Any future write down of goodwill and other intangible assets could have an adverse effect on our financial condition and on the results of operations for the period in which the impairment charge is incurred.

The future recognition of our deferred tax assets is uncertain, and assumptions used to determine the amount of our deferred tax asset valuation allowance are subject to revision based on changes in tax laws and variances between future expected operating performance and actual results.

Our inability to realize deferred tax assets may have an adverse effect on our consolidated results of operations and financial condition. We recognize deferred tax assets and liabilities for the future tax consequences related to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. We evaluate our deferred tax assets for recoverability based on available evidence, including assumptions about future profitability.

Our valuation allowance is estimated based on the uncertainty of the future realization of deferred tax assets. This reflects our assessment that a portion of our deferred tax assets could expire unused if we are unable to generate taxable income in the future sufficient to utilize them or we enter into one or more transactions that limit our ability to realize all of our deferred tax assets. The assumptions used to make this determination are subject to revision based on changes in tax laws or variances between our future expected operating performance and actual results. As a result, significant judgment is required in assessing the possible need for a deferred tax asset valuation allowance. If we determine that we would not be able to realize an additional portion of the deferred tax assets in the future, we would further reduce our deferred tax asset through a charge to earnings in the period in which the

determination was made. A reduction in the deferred tax asset related to existing NOLs may also result in a reduction of the payable related to the tax receivable agreement, which would result in income recognized in the period in which the determination is made. Any such net charge could have an adverse effect on our consolidated results of operations and financial condition.

We are subject to foreign exchange risk as a result of exposures to changes in currency exchange rates between the U.S. and Canada.

We are exposed to exchange rate fluctuations between the Canadian dollar and U.S. dollar. We realize revenues from sales made through our Canadian distribution centers in Canadian dollars. The exchange rate of the Canadian dollar to the U.S. dollar has been at or near historic highs in recent years. In the event that the Canadian dollar weakens in comparison to the U.S. dollar, earnings generated from Canadian operations will translate into reduced earnings in our consolidated statements of comprehensive loss reported in U.S. dollars. In addition, our Canadian subsidiary also records certain accounts receivable and accounts payable, which are denominated in U.S. dollars. Foreign currency transactional gains and losses are realized upon settlement of these assets and obligations. For more information, please see “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Quantitative and Qualitative Disclosures About Market Risk—Foreign Currency Exchange Rate Risk.”

We are controlled by the H&F Investors, whose interests may be different than the interests of other holders of our securities.

Upon the completion of this offering, the H&F Investors will control approximately % of the total voting power of our common stock, or approximately % if the underwriters exercise in full their option to purchase additional shares, and will have the ability to designate a majority of the members of our board of directors. The H&F Investors are able to control actions to be taken by us, including future issuances of our common stock or other securities, the payment of dividends, if any, on our common stock, amendments to our organizational documents and the approval of significant corporate transactions, including mergers, sales of substantially all of our assets, distributions of our assets, the incurrence of indebtedness and any incurrence of liens on our assets. The interests of the H&F Investors may be materially different than the interests of our other stakeholders. In addition, the H&F Investors may have an interest in pursuing acquisitions, divestitures and other transactions that, in their judgment, could enhance their investment, even though such transactions might involve risks to you. For example, the H&F Investors may cause us to take actions or pursue strategies that could impact our ability to make payments under the Indenture and the ABL facilities or that cause a change of control. In addition, to the extent permitted by the Indenture and the ABL facilities, the H&F Investors may cause us to pay dividends rather than make capital expenditures or repay debt. The H&F Investors are in the business of making investments in companies and may from time to time acquire and hold interests in businesses that compete directly or indirectly with us. Our amended and restated certificate of incorporation will provide that none of the H&F Investors, any of their affiliates or any director who is not employed by us (including any non-employee director who serves as one of our officers in both his director and officer capacities) or his or her affiliates will have any duty to refrain from engaging, directly or indirectly, in the same business activities or similar business activities or lines of business in which we operate. The H&F Investors also may pursue acquisition opportunities that may be complementary to our business, and, as a result, those acquisition opportunities may not be available to us. So long as the H&F Investors continue to own a significant amount of our combined voting power, even if such amount is less than 50%, they will continue to be able to strongly influence or effectively control our decisions and, so long as the H&F Investors continue to own shares of our outstanding common stock, designate individuals to our board of directors pursuant to a stockholders agreement (the “Stockholders Agreement”) entered into in connection with the Merger on October 13, 2010 by and among us, Holdings, Associated Materials, the H&F Investors and each member of our management and board of directors that held shares of our common stock or options at that date (the

“Management Investors”). See “Certain Relationships and Related Party Transactions—Stockholders Agreement.” In addition, the H&F Investors will be able to determine the outcome of all matters requiring stockholder approval and will be able to cause or prevent a change of control of our company or a change in the composition of our board of directors and could preclude any unsolicited acquisition of our company. The concentration of ownership could deprive you of an opportunity to receive a premium for your shares of common stock as part of a sale of our company and ultimately might affect the market price of our common stock.

We will be required to pay our Pre-IPO Stockholders for certain tax benefits, including net operating loss carryovers, we may claim, and the amounts we may pay could be substantial.

Immediately prior to the completion of this offering, we intend to enter into a tax receivable agreement with our Pre-IPO Stockholders. This tax receivable agreement will generally provide for the payment by us to the Pre-IPO Stockholders of 85% of the amount of cash savings, if any, in U.S. federal, state and local income tax that we realize as a result of (1) NOL carryovers from periods (or portions thereof) ending before December 30, 2012, (2) deductible expenses attributable to the transactions related to this offering and (3) deductions related to imputed interest deemed to be paid by us as a result of or attributable to payments under this tax receivable agreement. See “Certain Relationships and Related Party Transactions—Tax Receivable Agreement.”

The amount and timing of any payments under the tax receivable agreement will vary depending upon a number of factors, including the amount and timing of the taxable income we generate in the future and the tax rate then applicable, our use of NOL carryovers and the portion of our payments under the tax receivable agreement constituting imputed interest.

The payments we will be required to make under the tax receivable agreement could be substantial. We expect that, as a result of the amount of the NOL carryovers from prior periods (or portions thereof), assuming no material changes in the relevant tax law and that we earn sufficient taxable income to realize in full the potential tax benefit described above, future payments under the tax receivable agreement, in respect of the NOL carryovers, could be approximately $ million in the aggregate and would be paid within the next years, assuming that utilization of such tax attributes is not subject to limitation under Section 382 of the Code as the result of an “ownership change” (within the meaning of Section 382 of the Code) of Associated Materials Group, Inc. These amounts reflect only the cash savings attributable to current tax attributes resulting from the NOL carryovers. It is possible that future transactions or events could increase or decrease the actual tax benefits realized and the corresponding tax receivable agreement payments from these tax attributes. We are currently unable to estimate the amount of payments under the tax receivable agreement in respect of deductible expenses attributable to the transactions related to this offering or deductions related to imputed interest deemed paid by us as a result of or attributable to payments under this tax receivable agreement. However, in no event will the total payments made under the tax receivable agreement exceed $ million.

The Pre-IPO Stockholders will not reimburse us for any payments previously made if such benefits are subsequently disallowed, however, any excess payments made to the Pre-IPO Stockholders will be netted against payments otherwise to be made, if any, after our determination of such excess. As a result, in such circumstances, we could make payments under the tax receivable agreement that are greater than our actual cash tax savings and may not be able to recoup those payments, which could adversely affect our liquidity.

Because we are a holding company with no operations of our own, our ability to make payments under the tax receivable agreement is dependent on the ability of our subsidiaries to make distributions to us. Our ABL facilities and the indenture governing the 9.125% notes may restrict the ability of our

subsidiaries to make distributions to us, which could affect our ability to make payments under the tax receivable agreement. To the extent that we are unable to make payments under the tax receivable agreement for any reason, such payments will be deferred and will accrue interest at a rate of LIBOR plus basis points until paid, which could adversely affect our results of operations and could also affect our liquidity in periods in which such payments are made.

In certain cases, payments under the tax receivable agreement to our Pre-IPO Stockholders may be accelerated and/or significantly exceed the actual benefits we realize in respect of the tax attributes subject to the tax receivable agreement. We have the right to terminate the tax receivable agreement early, in which case, our payment and other obligations under the tax receivable agreement will be accelerated and we would be required to make an immediate payment equal to the present value of the anticipated future tax benefits, which upfront payment may be made years in advance of the actual realization of such future benefits. Such payments could be substantial and, because they will be based on certain assumptions, could exceed our actual cash tax savings from the NOL carryovers and other tax attributes covered by the tax receivable agreement. In these situations, our obligations under the tax receivable agreement could have a substantial negative impact on our liquidity and could have the effect of delaying, deferring or preventing certain mergers, asset sales, other forms of business combinations or other changes of control. We may not have sufficient cash available or be able to finance our obligations under the tax receivable agreement.

In addition, the tax receivable agreement provides that, upon certain change of control transactions, our or our successor’s obligations with respect to tax benefits would be based on certain assumptions, including that we or our successor would have sufficient taxable income to fully utilize the NOL carryovers covered by the tax receivable agreement. As a result, upon a change of control, we may be required to make payments under the tax receivable agreement that are greater than or less than the specified percentage of our actual cash tax savings.

We could face potential product liability claims relating to products we manufacture or distribute.

We face a business risk of exposure to product liability claims in the event that the use of our products is alleged to have resulted in injury or other adverse effects. We currently maintain product liability insurance coverage, but we may not be able to obtain such insurance on acceptable terms in the future, if at all, or any such insurance may not provide adequate coverage against potential claims. Product liability claims can be expensive to defend and can divert management and other personnel for months or years regardless of the ultimate outcome. An unsuccessful product liability defense could have an adverse effect on our business, financial condition, results of operations or business prospects or ability to make payments on our indebtedness when due.

We rely on a variety of intellectual property rights. Any threat to, or impairment of, these rights could cause us to incur costs to defend these rights.

As a company that manufactures and markets branded products, we rely heavily on trademark and service mark protection to protect our brands. We also have issued patents and rely on trade secret and copyright protection for certain of our technologies. These protections may not adequately safeguard our intellectual property, and we may incur significant costs to defend our intellectual property rights, which may harm our operating results. There is a risk that third parties, including our current competitors, will infringe on our intellectual property rights, in which case we would have to defend these rights. There is also a risk that third parties, including our current competitors, will claim that our products infringe on their intellectual property rights. These third parties may bring infringement claims against us or our customers, which may harm our operating results.

Increases in freight costs could cause our cost of products sold to increase and net income to decrease.

Increases in freight costs can negatively impact our cost to deliver our products to our company-operated supply centers and customers and thus increase our cost of products sold. Freight costs are strongly correlated to oil prices, and increases in fuel prices, surcharges and other factors have increased freight costs and may continue to increase freight costs in the future. As we incur substantial freight costs to transport materials and components from our suppliers and to deliver finished products to our company-operated supply centers and customers, an increase in freight costs could increase our operating costs, which we may be unable to pass to our customers. If we are unable to increase the selling price of our products to our customers to cover any increases in freight costs, our net income may be adversely affected.

We may incur significant, unanticipated warranty claims.

Consistent with industry practice, we provide to homeowners limited warranties on certain products. Warranties are provided for varying lengths of time, from the date of purchase up to and including lifetime. Warranties cover product failures such as seal failures for windows and fading and peeling for siding products, as well as manufacturing defects. Warranty reserves are established annually based on management’s estimates of future warranty costs, which are primarily based on a third-party actuarial review of historical trends and sales of products to which such costs relate. To the extent that our estimates are inaccurate and we do not have adequate warranty reserves, our liability for warranty payments could have a material impact on our financial condition and results of operations.

Potential liabilities and costs from litigation could adversely affect our business, financial condition and results of operations.

We are, from time to time, involved in various claims, litigation matters and regulatory proceedings that arise in the ordinary course of our business and that could have a material adverse effect on us. These matters may include contract disputes, personal injury claims, warranty disputes, environmental claims or proceedings, other tort claims, employment and tax matters and other proceedings and litigation, including class actions.

Increasingly, home builders, including our customers, are subject to construction defect and home warranty claims in the ordinary course of their business. Our contractual arrangements with these customers typically include an agreement to indemnify them against liability for the performance of our products or services or the performance of other products that we install. These claims, often asserted several years after completion of construction, frequently result in lawsuits against the home builders and many of their subcontractors and suppliers, including us, requiring us to incur defense costs even when our products or services may not be the principal basis for the claims.

We are currently a defendant in actions filed, whereby the plaintiffs, a number of individuals and a putative nationwide class of owners of steel and aluminum siding products manufactured by us, assert a breach of express and implied warranty, along with related causes of action, claiming that an unspecified defect in the siding causes paint to peel off the metal and that we have failed adequately to honor their warranty obligations to repair, replace or refinish the defective siding (collectively, the “Steel Peel” litigation). Plaintiffs seek unspecified actual and punitive damages, restitution of monies paid to the defendants and an injunction against the claimed unlawful practices, together with attorneys’ fees, costs and interest. On February 13, 2013, we entered into a Settlement Agreement and Release of Claims (the “Settlement”) with the named plaintiffs. A preliminary approval hearing was held by the Court on March 4, 2013 and the Settlement was preliminarily approved by the Court on March 5, 2013.

The Settlement remains subject to final approval by the Court. The Court has scheduled an August 1, 2013 fairness hearing on the Settlement, following that hearing the Court may issue a final judgment and order approving the Settlement.

Although we intend to defend all claims and litigation matters vigorously, given the inherently unpredictable nature of claims and litigation, we cannot predict with certainty the outcome or effect of any claim or litigation matter, and there can be no assurance as to the ultimate outcome of any such matter.

We maintain insurance against some, but not all, of these risks of loss resulting from claims and litigation. We may elect not to obtain insurance if we believe the cost of available insurance is excessive relative to the risks presented. The levels of insurance we maintain may not be adequate to fully cover any and all losses or liabilities. If any significant accident, judgment, claim or other event is not fully insured or indemnified against, it could have a material adverse impact on our business, financial condition and results of operations.

We are subject to various environmental statutes and regulations, which may result in significant costs and liabilities.

Our operations are subject to various U.S. and Canadian environmental statutes and regulations, including those relating to: materials used in our products and operations; discharge of pollutants into the air, water and soil; treatment, transport, storage and disposal of solid and hazardous wastes and remediation of soil and groundwater contamination. Such laws and regulations may also impact the cost and availability of materials used in manufacturing our products. Our facilities are subject to investigations by governmental regulators, which occur from time to time. While our management does not currently expect the costs of compliance with environmental requirements to increase materially, future expenditures may increase as compliance standards and technology change.

Also, we cannot be certain that we have identified all environmental matters giving rise to potential liability. Our past use of hazardous materials, releases of hazardous substances at or from currently or formerly owned or operated properties, newly discovered contamination at any of our current or formerly owned or operated properties or at off-site locations such as waste treatment or disposal facilities, more stringent future environmental requirements (or stricter enforcement of existing requirements) or our inability to enforce indemnification agreements could result in increased expenditures or liabilities, which could have an adverse effect on our business and financial condition. For further details regarding environmental matters giving rise to potential liability, see “Business—Legal Proceedings.”

Legislative or regulatory initiatives related to global warming / climate change concerns may negatively impact our business.

Recently, there has been an increasing focus on global climate change, including increased attention from regulatory agencies and legislative bodies. This increased focus may lead to new initiatives directed at regulating an unspecified array of environmental matters. Legislative, regulatory or other efforts in the U.S. to combat climate change could result in future increases in taxes and the cost of raw materials, transportation and utilities for us and our suppliers, which would result in higher operating costs for us. However, our management is unable to predict at this time the potential effects, if any, that any future environmental initiatives may have on our business.

Additionally, the recent legislative and regulatory responses related to climate change could create financial risk. Many governing bodies have been considering various forms of legislation related to greenhouse gas emissions. Increased public awareness and concern may result in more laws and

regulations requiring reductions in or mitigation of the emission of greenhouse gases. Our facilities may be subject to regulation under climate change policies introduced within the next few years. There is a possibility that, when and if enacted, the final form of such legislation could increase our costs of compliance with environmental laws. If we are unable to recover all costs related to complying with climate change regulatory requirements, it could have a material adverse effect on our results of operations.

Declining returns in the investment portfolio of our defined benefit pension plans and changes in actuarial assumptions could increase the volatility in our pension expense and require us to increase cash contributions to the plans.

We sponsor a number of defined benefit pension plans for our employees in the U.S. and Canada. Pension expense for the defined benefit pension plans sponsored by us is determined based upon a number of actuarial assumptions, including expected long-term rates of return on assets and discount rates. The use of these assumptions makes our pension expense and cash contributions subject to year-to-year volatility. Declines in market conditions, changes in pension law and uncertainties regarding significant assumptions used in the actuarial valuations can have a material impact on future required contributions to our pension plans and could result in additional charges to equity and an increase in future pension expense and cash contributions.

We may not be able to consummate and effectively integrate future acquisitions, if any.

We may from time to time engage in strategic acquisitions if we determine that they will provide future financial and operational benefits. Successful completion of any strategic transaction depends on a number of factors that are not entirely within our control, including our ability to negotiate acceptable terms, conclude satisfactory agreements and obtain all necessary regulatory approvals. In addition, our ability to effectively integrate any potential acquisitions into our existing business and culture may not be successful, which could jeopardize future operational performance for the combined businesses.

Failure of certain of our technology could disrupt our operations and adversely affect our financial condition.

We rely on certain information technology systems to process, transmit, store, and protect electronic information. Furthermore, communications between our personnel, customers, and suppliers is largely dependent on information technology. Our information technology systems could be interrupted as a result of events that may be beyond our control, including, but not limited to, natural disasters, terrorist attacks, cyber attacks, telecommunications failures, additional security issues, and other technology failures. Our technology and information security processes and disaster recovery plans may not be adequate or implemented properly to ensure that our operations are not disrupted. In addition, while our information technology systems are current, underinvestment in our technology solutions as technology advances could result in disruptions in our business.

Risks Related to this Offering and Ownership of Our Common Stock

No market currently exists for our common stock, and an active, liquid trading market for our common stock may not develop, which may cause our common stock to trade at a discount from the initial offering price and make it difficult for you to sell the common stock you purchase.

Prior to this offering, there has not been a public market for our common stock. We cannot predict the extent to which investor interest in us will lead to the development of a trading market on the NYSE

or Nasdaq, as applicable, or otherwise or how active and liquid that market may become. If an active and liquid trading market does not develop or continue, you may have difficulty selling any shares of our common stock that you purchase. The initial public offering price for the shares will be determined by negotiations between us and the underwriters and may not be indicative of prices that will prevail in the open market following this offering. The market price of our common stock may decline below the initial offering price, and you may not be able to sell your shares of our common stock at or above the price you paid in this offering, or at all.

You will incur immediate dilution in the net tangible book value of the shares you purchase in this offering.

The initial public offering price of our common stock will be higher than the net tangible book value per share of outstanding common stock prior to completion of this offering. Based on our net tangible book value as of March 30, 2013 and upon the issuance and sale of shares of common stock by us at an assumed initial public offering price of $ per share, which is the midpoint of the price range set forth on the front cover of this prospectus, if you purchase our common stock in this offering, you will suffer immediate dilution of approximately $ per share in net tangible book value. Dilution is the amount by which the offering price paid by purchasers of our common stock in this offering will exceed the pro forma net tangible book value per share of our common stock upon completion of this offering. A total of shares of common stock have been reserved for future issuance under the 2013 Plan. You may experience additional dilution upon future equity issuances or the exercise of stock options to purchase common stock granted to our directors, officers and employees under our current and future stock incentive plans, including the 2013 Plan. See “Dilution.”

Our stock price may change significantly following this offering, and you may not be able to resell shares of our common stock at or above the price you paid or at all, and you could lose all or part of your investment as a result.

The trading price of our common stock is likely to be volatile. The stock market has experienced extreme volatility. This volatility often has been unrelated or disproportionate to the operating performance of particular companies. We and the underwriters will negotiate to determine the initial public offering price. You may not be able to resell your shares at or above the initial public offering price due to a number of factors such as those listed in “—Risks Related to Our Business” and the following:

results of operations that vary from the expectations of securities analysts and investors;

results of operations that vary from those of our competitors;

changes in expectations as to our future financial performance, including financial estimates and investment recommendations by securities analysts and investors;

declines in the market prices of stocks generally;

strategic actions by us or our competitors;

announcements by us or our competitors of significant contracts, new products, acquisitions, joint marketing relationships, joint ventures, other strategic relationships or capital commitments;

changes in general economic or market conditions or trends in our industry or markets;

changes in business or regulatory conditions;

future sales of our common stock or other securities;

investor perceptions of the investment opportunity associated with our common stock relative to other investment alternatives;

the public’s response to press releases or other public announcements by us or third parties, including our filings with the Securities and Exchange Commission (the “SEC”);

announcements relating to litigation;

guidance, if any, that we provide to the public, any changes in this guidance or our failure to meet this guidance;

the development and sustainability of an active trading market for our stock;

changes in accounting principles; and

other events or factors, including those resulting from natural disasters, war, acts of terrorism or responses to these events.

These broad market and industry fluctuations may adversely affect the market price of our common stock, regardless of our actual operating performance. In addition, price volatility may be greater if the public float and trading volume of our common stock are low.

In the past, following periods of market volatility, stockholders have instituted securities class action litigation. If we were involved in securities litigation, it could have a substantial cost and divert resources and the attention of executive management from our business regardless of the outcome of such litigation.

We are a holding company with no operations and rely on our operating subsidiaries to provide us with funds necessary to meet our financial obligations.

We are a holding company with no material direct operations. Our principal assets are the shares of common stock we hold in Holdings. Holdings wholly owns Associated Materials, LLC, which owns our operating assets. As a result, we are dependent on loans, dividends and other payments from Associated Materials, LLC to generate the funds necessary to meet our financial obligations. Associated Materials, LLC is legally distinct from us and may be prohibited or restricted from paying dividends or otherwise making funds available to us under certain conditions. If we are unable to obtain funds from Associated Materials, LLC, we may be unable to meet our financial obligations.

We currently do not intend to pay dividends on our common stock and, as a result, your only opportunity to achieve a return on your investment is if the price of our common stock appreciates.

We currently do not expect to declare or pay dividends on our common stock in the foreseeable future. Instead, we anticipate that all of our earnings in the foreseeable future will be used to provide working capital, to support our operations and to finance the growth and development of our business. Any determination to declare or pay dividends in the future will be at the discretion of our board of directors, subject to applicable laws and dependent upon a number of factors, including our earnings, capital requirements and overall financial conditions. In addition, our ability to pay dividends on our common stock is currently limited by the covenants of our ABL facilities and 9.125% notes and may be further restricted by the terms of any future debt or preferred securities. Accordingly, your only opportunity to achieve a return on your investment in our company may be if the market price of our common stock appreciates and you sell your shares at a profit. The market price for our common stock may never exceed, and may fall below, the price that you pay for such common stock.

If securities analysts do not publish research or reports about our business or if they downgrade our stock or our sector, our stock price and trading volume could decline.

The trading market for our common stock will rely in part on the research and reports that industry or financial analysts publish about us or our business or industry. We do not control these analysts. Furthermore, if one or more of the analysts who do cover us downgrade our stock or our industry, or the stock of any of our competitors, or publish inaccurate or unfavorable research about our business or industry, the price of our stock could decline. If one or more of these analysts ceases coverage of us or fails to publish reports on us regularly, we could lose visibility in the market, which in turn could cause our stock price or trading volume to decline.

Future sales, or the perception of future sales, by us or our existing stockholders in the public market following this offering could cause the market price for our common stock to decline.

After this offering, the sale of shares of our common stock in the public market, or the perception that such sales could occur, could harm the prevailing market price of shares of our common stock. These sales, or the possibility that these sales may occur, also might make it more difficult for us to sell equity securities in the future at a time and at a price that we deem appropriate.

Upon consummation of this offering, we will have a total of shares of common stock outstanding. All shares sold in this offering will be freely tradable without restriction or further registration under the Securities Act of 1933, as amended (the “Securities Act”), except that any shares held by our affiliates, as that term is defined under Rule 144 of the Securities Act (“Rule 144”), including our directors, executive officers and other affiliates (including affiliates of the H&F Investors) may be sold only in compliance with the limitations described in “Shares Eligible for Future Sale.”

The shares held by the H&F Investors and certain of our directors, officers and employees immediately following the consummation of this offering will represent approximately % of our total outstanding shares of common stock following this offering, based on the number of shares outstanding as of March 30, 2013. Such shares will be “restricted securities” within the meaning of Rule 144 and subject to certain restrictions on resale following the consummation of this offering. Restricted securities may be sold in the public market only if they are registered under the Securities Act or are sold pursuant to an exemption from registration such as Rule 144, as described in “Shares Eligible for Future Sale.”

In connection with this offering, we, our directors and executive officers, and holders of substantially all of our common stock prior to this offering have each agreed with the underwriters, subject to certain exceptions, not to dispose of or hedge any of our or their common stock or securities convertible into or exchangeable for shares of common stock during the period from the date of this prospectus continuing through the date 180 days after the date of this prospectus, except with the prior written consent of the representatives of the underwriters. See “Underwriting” for a description of these lock-up agreements.

Upon the expiration of the contractual lock-up agreements pertaining to this offering, up to an additional shares will be eligible for sale in the public market, of which are held by directors, executive officers and other affiliates and will be subject to volume, manner of sale and other limitations under Rule 144. Following completion of this offering, shares covered by registration rights would represent approximately % of our outstanding common stock (or %, if the underwriters exercise in full their option to purchase additional shares). Registration of any of these outstanding shares of common stock would result in such shares becoming freely tradable without compliance with Rule 144 upon effectiveness of the registration statement. See “Shares Eligible for Future Sale.”

As restrictions on resale end or if these stockholders exercise their registration rights, the market price of our shares of common stock could drop significantly if the holders of these shares sell them or

are perceived by the market as intending to sell them. These factors could also make it more difficult for us to raise additional funds through future offerings of our shares of common stock or other securities.

In addition, the shares of our common stock reserved for future issuance under the 2013 Plan will become eligible for sale in the public market once those shares are issued, subject to provisions relating to various vesting agreements, lock-up agreements and Rule 144, as applicable. A total of shares of common stock have been reserved for future issuance under the 2013 Plan.

In the future, we may also issue our securities in connection with investments or acquisitions. The amount of shares of our common stock issued in connection with an investment or acquisition could constitute a material portion of our then-outstanding shares of our common stock. Any issuance of additional securities in connection with investments or acquisitions may result in additional dilution to you.

Provisions in our organizational documents could delay or prevent a change of control.

Certain provisions of our amended and restated articles of incorporation and amended and restated bylaws may have the effect of delaying or preventing a merger, acquisition, tender offer, takeover attempt or other change of control transaction that a stockholder might consider to be in its best interest, including attempts that might result in a premium over the market price of our common stock.

These provisions provide for, among other things:

a classified board of directors with staggered three-year terms;

the ability of our board of directors to issue one or more series of preferred stock with voting or other rights or preferences that could have the effect of impeding the success of an attempt to acquire us or otherwise effect a change of control;

advance notice for nominations of directors by stockholders and for stockholders to include matters to be considered at stockholder meetings;

the right of the H&F Investors and certain of their affiliates, determined in proportion to collective ownership of our common stock, to nominate up to a certain percentage of the members of our board of directors;

certain limitations on convening special stockholder meetings; and

that certain provisions of our amended and restated articles of incorporation and amended and restated bylaws may be amended only by the affirmative vote of the holders of at least two-thirds in voting power of all the then-outstanding shares of our stock entitled to vote thereon, voting together as a single class, if the H&F Investors and certain of their affiliates beneficially own, in the aggregate, less than 40% in voting power of our stock entitled to vote generally in the election of directors.

These provisions could make it more difficult for a third party to acquire us, even if the third-party’s offer may be considered beneficial by many of our stockholders. As a result, our stockholders may be limited in their ability to obtain a premium for their shares. See “Description of Capital Stock.”

We will be a “controlled company” within the meaning of the applicable stock exchange rules and the rules of the SEC. As a result, we will qualify for, and intend to rely on, exemptions from certain corporate governance requirements that provide protection to stockholders of other companies.

After completion of this offering, the H&F Investors will continue to control a majority of the voting power of our outstanding common stock. As a result, we will be a “controlled company” within the meaning of the corporate governance standards of the NYSE or Nasdaq, as applicable. Under these rules, a company of which more than 50% of the voting power is held by an individual, group or another company is a “controlled company” and may elect not to comply with certain corporate governance requirements, including:

the requirement that a majority of our board of directors consist of “independent directors” as defined under the rules of the NYSE or Nasdaq, as applicable;

the requirement that we have a compensation committee that is composed entirely of independent directors with a written charter addressing the committee’s purpose and responsibilities;

the requirement that we have a nominating and corporate governance committee that is composed entirely of independent directors with a written charter addressing the committee’s purpose and responsibilities; and

the requirement for an annual performance evaluation of the compensation and nominating and corporate governance committees.

Following this offering, we intend to utilize these exemptions. As a result, we will not have a majority of independent directors, our nominating/corporate governance committee, if any, and compensation committee will not consist entirely of independent directors and such committees will not be subject to annual performance evaluations. Accordingly, you will not have the same protections afforded to stockholders of companies that are subject to all of the corporate governance requirements of the NYSE or Nasdaq, as applicable.

In addition, on June 20, 2012, the SEC passed final rules implementing provisions of the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 pertaining to compensation committee independence and the role and disclosure of compensation consultants and other advisers to the compensation committee. The SEC’s rules directed each of the national securities exchanges (including the NYSE or Nasdaq, as applicable, on which we have applied to list our common stock) to develop listing standards requiring, among other things, that:

compensation committees be composed of fully independent directors, as determined pursuant to new independence requirements;

compensation committees be explicitly charged with hiring and overseeing compensation consultants, legal counsel and other committee advisors; and

compensation committees be required to consider, when engaging compensation consultants, legal counsel or other advisors, certain independence factors, including factors that examine the relationship between the consultant or advisor’s employer and us.

On January 11, 2013, the SEC approved the proposed listing standards of the national securities exchanges. As a “controlled company,” we will not be subject to these compensation committee independence requirements.

We may be unsuccessful in implementing required internal controls over financial reporting.

We are not currently required to comply with the SEC’s rules implementing Section 404 of the Sarbanes-Oxley Act of 2002, and are therefore not required to make a formal assessment of the effectiveness of our internal controls over financial reporting for that purpose. Upon becoming a public company, we will be required to disclose changes made in our internal controls and procedures on a quarterly basis. However, our independent registered public accounting firm will not be required to formally attest to the effectiveness of our internal control over financial reporting pursuant to Section 404 until the year following our first annual report required to be filed with the SEC. At such time, our independent registered public accounting firm may issue a report that is adverse if it is not satisfied with the level at which our controls are documented, designed or operating.

We cannot provide any assurance that significant deficiencies or material weaknesses in our internal control over financial reporting will not be identified in the future. If we fail to remediate any significant deficiencies or material weaknesses that may be identified in the future, or encounter problems or delays in the implementation of internal controls over financial reporting, we may be unable to conclude that our internal controls over financial reporting are effective. Any failure to develop or maintain effective controls or any difficulties encountered in our implementation of our internal controls over financial reporting could result in material misstatements that are not prevented or detected on a timely basis, which could potentially subject us to sanctions or investigations by the SEC or other regulatory authorities. Ineffective internal controls could cause investors to lose confidence in us and the reliability of our financial statements and cause a decline in the price of our common stock.

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

All statements (other than statements of historical facts) in this prospectus regarding the prospects of the industry and our prospects, plans, financial position and business strategy may constitute forward-looking statements. In addition, forward-looking statements generally can be identified by the use of forward-looking terminology such as “may,” “should,” “expect,” “intend,” “will,” “estimate,” “anticipate,” “believe,” “predict,” “potential” or “continue” or the negatives of these terms or variations of them or similar terminology. Although we believe that the expectations reflected in these forward-looking statements are reasonable, we cannot provide any assurance that these expectations will prove to be correct. Such statements reflect the current views of our management with respect to our operations, results of operations and future financial performance. The following factors are among those that may cause actual results to differ materially from the forward-looking statements:

declines in remodeling and home building industries, economic conditions and changes in interest rates, foreign currency exchange rates and other conditions;

deteriorations in availability of consumer credit, employment trends, levels of consumer confidence and spending and consumer preferences;

increases in competition from other manufacturers of vinyl and metal exterior residential building products as well as alternative building products;

our substantial fixed costs;

delays in the development of new or improved products or our inability to successfully develop new or improved products;

changes in raw material costs and availability of raw materials and finished goods;

consolidation of our customers;

our substantial level of indebtedness;

increases in union organizing activity;

our ability to continuously improve organizational productivity and global supply chain efficiency and flexibility;

changes in weather conditions;

our history of operating losses;

limitations on our NOLs and payments under the tax receivable agreement to our current stockholders;

our ability to attract and retain qualified personnel;

increases in our indebtedness;

our ability to comply with certain financial covenants in the Indenture and ABL facilities and the restrictions such indentures impose on our ability to operate our business;

any impairment of goodwill or other intangible assets;

future recognition of our deferred tax assets;

increases in mortgage rates, changes in mortgage interest deductions and the reduced availability of financing;

our exposure to foreign currency exchange risk; and

our control by the H&F Investors.

The preceding list is not intended to be an exhaustive list of all of our forward-looking statements. The forward-looking statements are based on our beliefs, assumptions and expectations of future performance, taking into account the information currently available to us. These statements are only predictions based upon our current expectations and projections about future events. There are important factors that could cause our actual results, level of activity, performance or achievements to differ materially from the results, level of activity, performance or achievements expressed or implied by the forward-looking statements. Other sections of this prospectus may include additional factors that could adversely impact our business and financial performance. Moreover, we operate in a very competitive and rapidly changing environment. New risks emerge from time to time and it is not possible for our management to predict all risks, nor can we assess the impact of all factors on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements we may make. Before investing in our common stock, investors should be aware that the occurrence of the events described under the caption “Risk Factors” and elsewhere in this prospectus could have a material adverse effect on our business, results of operations and financial condition.

You should not rely upon forward-looking statements as predictions of future events. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee that the future results, levels of activity, performance and events and circumstances reflected in the forward-looking statements will be achieved or occur. Except as required by law, we undertake no obligation to update publicly any forward-looking statements for any reason after the date of this prospectus to conform these statements to actual results or to changes in our expectations.

USE OF PROCEEDS

We estimate that we will receive net proceeds of approximately $ million from the sale of shares of our common stock in this offering, based on an assumed initial public offering price of $ per share, which is the midpoint of the price range set forth on the front cover of this prospectus, and after deducting the underwriting discounts and commissions and estimated offering expenses.

We intend to use net proceeds from this offering to redeem $ million in aggregate principal amount of the 9.125% notes and to pay approximately $ million of redemption premium, plus accrued interest thereon, pursuant to provisions in the Indenture. As of June 1, 2013, $830.0 million aggregate principal amount of the 9.125% notes was outstanding. The 9.125% notes mature on November 1, 2017 and have an interest rate of 9.125%. See “Description of Indebtedness.” We intend to use the remainder of the net proceeds from this offering for general corporate purposes. On May 1, 2013, Associated Materials and AMH New Finance, Inc. issued and sold $100.0 million in aggregate principal amount of additional 9.125% notes (the “new notes”) at an issue price of 106.00% of the principal amount of the new notes in a private placement. We used the net proceeds of the offering to repay outstanding borrowings under our ABL facilities, including the prepayment and termination of our existing tranche B revolving credit commitments, thereby reducing our total credit commitment by $12.0 million to $213.0 million, and for other general corporate purposes.

To the extent we raise more proceeds in this offering than currently estimated, we will use such proceeds for general corporate purposes. To the extent we raise less in this offering than currently estimated, we may, if necessary, reduce the amount of the 9.125% notes that will be redeemed.

A $1.00 increase (decrease) in the assumed initial public offering price of $ per share, based on the midpoint of the price range set forth on the front cover of this prospectus, would increase (decrease) the net proceeds to us from this offering by $ million, assuming the number of shares offered by us, as set forth on the front cover of this prospectus, remains the same and after deducting the underwriting discounts and commissions and estimated offering expenses payable by us. An increase (decrease) of 100,000 shares from the expected number of shares to be sold by us in this offering, assuming no change in the assumed initial public offering price per share, which is the midpoint of the price range set forth on the front cover of this prospectus, would increase (decrease) our net proceeds from this offering by $ million.

Certain of the underwriters and/or their affiliates hold a position in our 9.125% notes and, in connection with the redemption of the 9.125% notes with proceeds from this offering, will receive a pro rata portion of the net proceeds of this offering.

DIVIDEND POLICY

We have never declared or paid any dividends on our common stock and do not expect to declare or pay any dividends on our common stock in the foreseeable future. Instead, we anticipate that all of our earnings in the foreseeable future will be used to provide working capital, to support our operations, to finance the growth and development of our business and to reduce our net debt. Any determination to declare or pay dividends in the future will be at the discretion of our board of directors, subject to applicable laws, and will be dependent on a number of factors, including our earnings, capital requirements and overall financial condition. In addition, our ability to pay dividends on our common stock is limited by the covenants of our ABL facilities and the terms of the indenture governing the 9.125% notes and may be further restricted by the terms of any future debt or preferred securities. See “Description of Indebtedness” for more information about our ABL facilities and the indenture governing the 9.125% notes.

CAPITALIZATION

The following table sets forth our cash and cash equivalents and capitalization as of March 30, 2013:

on an actual basis; and

on a pro forma as adjusted basis, giving effect to (1) the sale by us of approximately shares of our common stock in this offering based on an assumed initial public offering price of $ per share, which is the midpoint of the price range set forth on the front cover of this prospectus, after deducting the estimated underwriting discounts and commissions and estimated offering expenses payable by us, (2) the application of the estimated net proceeds from the offering, as described in “Use of Proceeds”, (3) the filing and effectiveness of our amended and restated certificate of incorporation and the effectiveness of our amended and restated bylaws in connection with the closing of this offering and (4) entry into a tax receivable agreement with our Pre-IPO stockholders.

You should read this table together with “Selected Consolidated Financial Data” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and our financial statements and the related notes appearing elsewhere in this prospectus.


	As of March 30, 2013
	Actual			Pro Forma As Adjusted(1)
	(in thousands, except share data)
Cash and cash equivalents	$	6,132		$

Long-term debt, including current portion of long-term debt:	$			$
ABL facilities(2)		90,432
9.125% notes(3)		730,000
Other long-term debt		—			—

Total debt, including current portion		820,432
Stockholders’ equity:
Common stock, $0.01 par value; 200,000,000 shares authorized, 55,713,894 shares issued and outstanding, actual; shares authorized, shares issued and outstanding, as adjusted		557
Preferred stock, $0.01 par value; 5,000,000 shares authorized, no shares issued and outstanding, actual; shares authorized, no shares issued and outstanding, as adjusted		—			—
Additional paid-in capital(4)		554,685
Accumulated deficit		(337,507	)
Accumulated other comprehensive loss		(22,637	)
Notes receivable for the purchase of common stock(5)		(739	)

Total stockholders’ equity		194,359

Total capitalization	$	1,014,791		$

(1)

A $1.00 increase or decrease in an assumed initial public offering price of $ per share, which is the midpoint of the price range set forth on the front cover of this prospectus, would increase or decrease, as applicable, cash and cash equivalents, additional paid-in capital, total stockholders’ equity and total capitalization by $ , assuming the number of shares offered by us, as set forth on the front cover of this prospectus, remains the same and after deducting assumed underwriting discounts and commissions and the estimated offering expenses payable by us. An increase or decrease of 100,000 shares in the number of shares sold in this offering by us would increase or decrease, as applicable, cash and cash equivalents, additional paid-in capital, total

stockholders’ equity and total capitalization by $ , assuming an initial public offering price of $ per share, which is the midpoint of the price range set forth on the front cover of this prospectus, and after deducting assumed underwriting discounts and commissions and the estimated offering expenses payable by us.

(2)

Borrowings of up to $37.0 million were available as of the date indicated under the U.S. tranche and up to $38.9 million are available under the Canadian tranche of the ABL facilities after giving effect to the amendments to the ABL facilities in April 2013 and outstanding letters of credit and borrowing base limitations as of such date.

(3)	In May 2013, Associated Materials sold $100.0 million aggregate principal amount of additional 9.125% notes, which is not reflected in the actual column of the table above.

(4)	Additional paid-in capital on a pro forma as adjusted basis is reduced as a result of the recognition of a liability equal to the total estimated payments (approximately $ million as of December 30, 2012) to be made under the tax receivable agreement.

(5)	Reflects the outstanding balance of the loan made to our Chief Executive Officer Jerry W. Burris. See “Certain Relationships and Related Party Transactions—Loan to our Chief Executive Officer.”

The number of shares of our common stock to be outstanding immediately after this offering is based on 55,713,894 shares outstanding as of March 30, 2013 and excludes:

shares of common stock issuable upon the exercise of outstanding options with a weighted-average exercise price of $ per share;

1,112,673 shares of common stock available for future grant under 2010 Plan; and

shares of common stock available for future grant under 2013 Plan, which we expect to be effective prior to the closing of this offering.

DILUTION

If you invest in our common stock in this offering, your ownership interest in us will be diluted to the extent of the difference between the initial public offering price per share of our common stock and the net tangible book value per share of our common stock as adjusted to give effect to this offering. Dilution results from the fact that the per share offering price of the common stock is substantially in excess of the book value per share attributable to the shares of common stock held by existing stockholders.

Our net tangible book deficit as of March 30, 2013 was approximately $875.5 million, or $ per share. We calculate net tangible book value per share by taking the amount of our total tangible assets, reduced by the amount of our total liabilities, and then dividing that amount by the total number of shares of common stock outstanding.

After giving effect to our sale of the shares in this offering at an assumed initial public offering price of $ per share, which is the midpoint of the price range set forth on the front cover of this prospectus, and after deducting estimated underwriting discounts and commissions and offering expenses payable by us, our net tangible book value as adjusted to give effect to this offering on March 30, 2013 would have been $ million, or $ per share. This amount represents an immediate increase in net tangible book value of $ per share to existing stockholders and an immediate and substantial dilution in net tangible book value of $ per share to new investors purchasing shares in this offering at the assumed initial public offering price.

The following table illustrates this dilution on a per share basis:


Assumed initial public offering price per share		$
Net tangible book value per share as of March 30, 2013	$
Increase in net tangible book value per share attributable to new investors purchasing shares in this offering

Net tangible book value per share as adjusted to give effect to this offering

Dilution per share to new investors in this offering		$

Dilution is determined by subtracting net tangible book value per share of common stock as adjusted to give effect to this offering, from the initial public offering price per share of common stock.

Assuming the number of shares offered by us, as set forth on the front cover of this prospectus, remains the same, after deducting estimated underwriting discounts and commissions and offering expenses payable by us, a $1.00 increase or decrease in the assumed initial public offering price of $ per share, which is the midpoint of the price range set forth on the front cover of this prospectus, would increase or decrease the net tangible book value attributable to new investors purchasing shares in this offering by $ per share and the dilution to new investors by $ per share and increase or decrease the net tangible book value per share, as adjusted to give effect to this offering, by $ per share.

The following table summarizes, as of March 30, 2013, the differences between the number of shares purchased from us, the total consideration paid to us, and the average price per share paid by existing stockholders and by new investors. As the table shows, new investors purchasing shares in this offering will pay an average price per share substantially higher than our existing stockholders paid. The table below is based on shares of common stock outstanding immediately after the consummation of this offering and does not give effect to the shares of common stock reserved for future issuance under the 2013 Plan. A total of shares of common stock has been reserved for

future issuance under the 2013 Plan. The table below assumes an initial public offering price of $ per share, which is the midpoint of the price range set forth on the front cover of this prospectus, for shares purchased in this offering and excludes underwriting discounts and commissions and estimated offering expenses payable by us:


	Shares Purchased			Total Consideration				Average Price Per Share
	Number	Percent		Amount		Percent		Average Price Per Share
				(millions)
Existing stockholders			%	$	553.5		%	$
New investors

Total			%	$			%	$

If the underwriters were to fully exercise the underwriters’ option to purchase additional shares of our common stock, the percentage of shares of our common stock held by existing stockholders who are directors, officers or affiliated persons would be % and the percentage of shares of our common stock held by new investors would be %.

Assuming the number of shares offered by us, as set forth on the front cover of this prospectus, remains the same, after deducting estimated underwriting discounts and commissions and offering expenses payable by us, a $1.00 increase or decrease in the assumed initial public offering price of $ per share, which is the midpoint of the price range set forth on the front cover of this prospectus, would increase or decrease total consideration paid by new investors and total consideration paid by all stockholders by approximately $ million.

SELECTED CONSOLIDATED FINANCIAL DATA

The following table sets forth our summary financial data for the periods presented. Our fiscal year consists of a 52/53 week period ending on the Saturday closest to December 31st. For 2012, 2011 and 2010, our fiscal years were comprised of the 52 weeks ended December 29, 2012, December 31, 2011 and January 1, 2011, respectively.

Our results of operations prior to the date of the Merger are presented as the results of the Predecessor, which include the results of our then existing direct and indirect parent companies, Associated Materials Holdings, LLC, AMH Holdings, LLC and AMH Holdings II, Inc. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations—The Merger.” The results of operations from and after the Merger are presented as the results of the Successor. The statement of operations data set forth below for the predecessor period January 3, 2010 to October 12, 2010, the successor period October 13, 2010 to January 1, 2011 and the years ended December 31, 2011 and December 29, 2012 and the balance sheet data as of December 31, 2011 and December 29, 2012 are derived from our audited consolidated financial statements that are included elsewhere in this prospectus. The statement of operations data set forth below for the quarters ended March 31, 2012 and March 30, 2013 and the balance sheet data as of March 31, 2012 and March 30, 2013 are derived from our unaudited condensed consolidated financial statements that are included elsewhere in this prospectus. The statement of operations data set forth below for the years ended January 3, 2009 and January 2, 2010 and the balance sheet data as of January 3, 2009, January 2, 2010, October 12, 2010 and January 1, 2011 are derived from our audited consolidated financial statements that are not included in this prospectus. The unaudited condensed consolidated financial statements were prepared on a basis consistent with our audited consolidated financial statements. The historical results presented below are not necessarily indicative of financial results to be achieved in future periods.

This summary financial data should be read in conjunction with “Capitalization,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and our audited consolidated financial statements and unaudited consolidated condensed financial statements and the related notes included elsewhere in this prospectus.


	Predecessor									Successor
	Year Ended						January 3, 2010 to October 12, 2010			October 13, 2010 to January 1, 2011			Year Ended						Quarter Ended
	January 3, 2009			January 2, 2010			January 3, 2010 to October 12, 2010			October 13, 2010 to January 1, 2011			December 31, 2011			December 29, 2012			March 31, 2012			March 30, 2013
	(in thousands, except share and per share data)
Statement of Operations Data:
Net sales	$	1,133,956		$	1,046,107		$	897,938		$	269,249		$	1,159,515		$	1,142,521		$	212,954		$	208,984
Cost of sales		859,107			765,691			658,509			222,737			894,333			859,617			171,860			164,230

Gross profit		274,849			280,416			239,429			46,512			265,182			282,904			41,094			44,754
Selling, general and administrative expenses		212,025			204,610			159,448			53,543			247,278			240,027			59,470			56,835
Impairment of goodwill		—			—			—			—			84,253			—			—			—
Impairment of other intangible assets		—			—			—			—			79,894			—			—			—
Merger costs		—			—			102,661			7,411			585			—			—			—
Manufacturing restructuring costs		1,783			5,255			—			—			228			—			—			—

Income (loss) from operations		61,041			70,551			(22,680	)		(14,442	)		(147,056	)		42,877			(18,376	)		(12,081	)
Interest expense, net		82,567			77,352			58,759			16,125			75,731			75,508			18,684			18,838
Net (gain) loss on debt extinguishments		—			(29,665	)		(15,201	)		25,129			—			—			—			—
Foreign currency loss (gain)		1,809			(184	)		(184	)		771			438			119			38			253

(Loss) income before income taxes		(23,335	)		23,048			(66,054	)		(56,467	)		(223,225	)		(32,750	)		(37,098	)		(31,172	)
Income tax expense (benefit)		53,062			2,390			5,220			8,553			(20,434	)		5,605			769			169

Net (loss) income	$	(76,397	)	$	20,658		$	(71,274	)	$	(65,020	)	$	(202,791	)	$	(38,355	)	$	(37,867	)	$	(31,341	)

Per Share Data:
(Loss) income per share (basic and diluted)		N/A			N/A		$	(41.41	)	$	(1.19	)	$	(3.67	)	$	(0.69	)	$	(0.68	)	$	(0.56	)
Weighted average shares outstanding (basic and diluted)		N/A			N/A			1,721,076			54,860,707			55,290,857			55,642,894			55,638,894			55,662,894


	Predecessor						Successor
	January 3, 2009			January 2, 2010			January 1, 2011		December 31, 2011		December 29, 2012		March 31, 2012		March 30, 2013
	(in thousands)
Balance Sheet Data (end of period):
Cash and cash equivalents	$	6,709		$	55,905		$	13,789	$	11,374	$	9,594	$	5,214	$	6,132
Working capital		172,857			139,334			98,694		104,046		110,367		75,897		99,670
Total assets		752,466			762,129			1,755,904		1,521,168		1,482,284		1,543,933		1,515,182
Total debt		745,762			675,360			788,000		804,000		808,205		802,513		820,432
Stockholders’ (deficit) equity		(356,866	)		(325,205	)		498,477		270,464		231,055		240,654		194,359

MANAGEMENT’S DISCUSSION AND ANALYSIS

OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion and analysis of our financial condition and results of operations should be read together with the section titled “Selected Consolidated Financial Data” and our audited and unaudited consolidated financial statements and related notes thereto included elsewhere in this prospectus. This discussion may contain forward-looking statements based upon current expectations that involve risks and uncertainties. Our actual results may differ materially from those anticipated in these forward-looking statements as a result of various factors, including those set forth under “Risk Factors” or in other sections of this prospectus.

Overview

Because our exterior residential building products are consumer durable goods, our sales are impacted by, among other things, the availability of consumer credit, consumer interest rates, employment trends, changes in levels of consumer confidence and national and regional trends in the housing market. Our sales are also affected by changes in consumer preferences with respect to types of building products. Overall, we believe the long-term fundamentals for the building products industry remain strong, as homes continue to get older, pent-up demand in the R&R market normalizes, household formation is expected to be strong, demand for energy efficiency products continues and vinyl remains an optimal material for exterior window and siding solutions, all of which we believe bodes well for the demand for our products in the future.

Our net sales for the first quarter of 2013 were $209.0 million, down $4.0 million, or 1.9%, from the same period in 2012. Our net sales for the first quarter of 2012 were positively impacted by unseasonably warm weather, which allowed exterior building and renovation projects to proceed in the Midwest and Northeast that otherwise would likely have been deferred until the second quarter of 2012. Vinyl windows, vinyl siding, metal products and third-party manufactured products comprised approximately 32%, 19%, 15% and 24%, respectively, of our net sales for the quarter ended March 30, 2013 and approximately 31%, 20%, 17% and 25%, respectively, of our net sales for the quarter ended March 31, 2012. Vinyl windows, vinyl siding, metal products and third-party manufactured products comprised approximately 31%, 20%, 15% and 27%, respectively, of our net sales for the year ended December 29, 2012. Despite the lower revenue, we were able to improve our gross profit and reduce selling, general and administrative costs in both total dollars and as a percentage of sales. Our gross profit for the first quarter of 2013 was up $3.7 million, or 9.0%, compared to the first quarter of 2012, primarily due to lower material costs associated with certain products and favorable pricing and product mix relating to window products. Selling, general and administrative costs decreased $2.6 million, or 4.4%, compared to the prior year period.

Because most of our building products are intended for exterior use, sales tend to be lower during periods of inclement weather. Weather conditions in the first quarter of each calendar year usually result in that quarter producing significantly less net sales and net cash flows from operations than in any other period of the year. Consequently, we have historically had losses or small profits in the first quarter and reduced profits from operations in the fourth quarter of each calendar year. To meet seasonal cash flow needs during the periods of reduced sales and net cash flows from operations, we have typically utilized our revolving credit facilities and repay such borrowings in periods of higher cash flow. We typically generate the majority of our cash flow in the third and fourth quarters.

Our business is comprised of one reportable segment, which consists of the single business of manufacturing and distributing exterior residential building products. For financial information about our reportable segment as well as the geographic areas where we conduct business and long-lived assets by country, please see Note 19 to the audited consolidated financial statements included elsewhere in this prospectus.

The Merger

On October 13, 2010, AMH Holdings II, Inc. (“AMH II”), our then indirect parent company, completed its merger (the “Acquisition Merger”) with Carey Acquisition Corp. (“Merger Sub”), pursuant to the terms of the Agreement and Plan of Merger, dated as of September 8, 2010 (“Merger Agreement”), among AMH Investment Holdings Corp. (the predecessor entity to Associated Materials Group, Inc.), Holdings, Merger Sub, a wholly owned direct subsidiary of Holdings, and AMH II, with AMH II surviving such merger as a wholly owned direct subsidiary of Holdings. After a series of additional mergers (together with the Acquisition Merger, the “Merger”), AMH II merged with and into Associated Materials, with Associated Materials surviving such merger as a wholly owned direct subsidiary of Holdings. As a result of the Merger, Associated Materials is now an indirect wholly owned subsidiary of Associated Materials Group, Inc. Approximately 97% of Associated Materials Group, Inc.’s capital stock is owned by the H&F Investors.

Upon consummation of the Merger, the holders of AMH II equity (including “in-the-money” stock options and warrants outstanding immediately prior to the consummation of the Acquisition Merger), received consideration consisting of approximately $600 million in cash, less (1) $16.2 million paid to affiliates of Harvest Partners and Investcorp in accordance with the management services agreement with Harvest Partners and (2) $26.2 million of transaction bonuses paid to senior management and certain other employees in connection with the Merger. Immediately prior to the consummation of the Merger, all outstanding shares of AMH II preferred stock were converted into shares of AMH II common stock.

In connection with the consummation of the Merger, we repaid and terminated our prior asset-based credit facility (“prior ABL facility”) and repaid our 20% Senior Notes due 2014 (“20% notes”). In addition, we called and discharged our obligations under the indentures governing the 9.875% Senior Secured Second Lien Notes due 2016 (“9.875% notes”) and the 11.25% Senior Discount Notes due 2014 (“11.25% notes”).

The Merger and the repayment of the 9.875% notes, the 11.25% notes and the 20% notes and related expenses were financed with (1) $553.5 million in cash contributed by AMH Investment Holdings Corp. (which included $8.5 million invested by management), (2) the issuance of $730.0 million of 9.125% notes, (3) $73.0 million in cash drawn under the ABL facilities and (4) $45.9 million of cash from our balance sheet.

Results of Operations

Our results of operations, along with the results of our then existing direct and indirect parent companies, Associated Materials Holdings, LLC, AMH Holdings, LLC and AMH Holdings II, Inc., prior to the date of the Merger are presented as the results of the predecessor (“Predecessor”). The results of operations, including the Merger and results thereafter, are presented as the results of the successor (“Successor”).

The following table sets forth for the periods indicated our results of operations:


	Predecessor						Successor
	January 3, 2010 to October 12, 2010						October 13, 2010 to January 1, 2011						Year Ended												Quarter Ended
	January 3, 2010 to October 12, 2010						October 13, 2010 to January 1, 2011						December 31, 2011						December 29, 2012						March 31, 2012						March 30, 2013
	$			% of Net Sales			$			% of Net Sales			$			% of Net Sales			$			% of Net Sales			$			% of Net Sales			$			% of Net Sales
	(dollars in thousands)
Net sales(1)	$	897,938			100.0	%	$	269,249			100.0	%	$	1,159,515			100.0	%	$	1,142,521			100.0	%	$	212,954			100	%	$	208,984			100	%
Gross profit		239,429			26.7	%		46,512			17.3	%		265,182			22.9	%		282,904			24.8	%		41,094			19.3	%		44,754			21.4	%
Selling, general and administrative expenses		159,448			17.8	%		53,543			19.9	%		247,278			21.3	%		240,027			21.0	%		59,470			27.9	%		56,835			27.2	%
Impairment of goodwill		—			—			—			—			84,253			7.3	%		—			—			—			—			—			—
Impairment of other intangible assets		—			—			—			—			79,894			6.9	%		—			—			—			—			—			—
Merger costs		102,661			11.4	%		7,411			2.8	%		585			0.1	%		—			—			—			—			—			—
Manufacturing restructuring costs		—			—			—			—			228			—			—			—			—			—			—			—

(Loss) income from operations		(22,680	)		(2.5	)%		(14,442	)		(5.4	)%		(147,056	)		(12.7	)%		42,877			3.8	%		(18,376	)		(8.6	)%		(12,081	)		(5.8	)%

Interest expense, net		58,759						16,125						75,731						75,508						18,684						18,838
Gain (loss) on debt extinguishment		(15,201	)					25,129						—						—						—						—
Foreign currency (gain) loss		(184	)					771						438						119						38						253

Loss before income taxes		(66,054	)					(56,467	)					(223,225	)					(32,750	)					(37,098	)					(31,172	)
Income tax expense (benefit)		5,220						8,553						(20,434	)					5,605						769						169

Net loss	$	(71,274	)				$	(65,020	)				$	(202,791	)				$	(38,355	)				$	(37,867	)				$	(31,341	)

Other Data:
EBITDA(2)		10,287						(29,844	)					(96,168	)					93,436						(5,290	)					(1,451	)
Adjusted EBITDA(2)		102,656						30,583						87,321						96,397						(2,760	)					(1,302	)
Depreciation and amortization		17,582						10,498						51,326						50,678						13,124						10,883
Capital expenditures		(10,302	)					(5,160	)					(15,447	)					(5,371	)					(738	)					(1,361	)

(1)	The following table presents a summary of net sales by principal product offering:


	Predecessor		Successor
	January 3, 2010 to October 12, 2010		October 13, 2010 to January 1, 2011		Year Ended				Quarter Ended
	January 3, 2010 to October 12, 2010		October 13, 2010 to January 1, 2011		December 31, 2011		December 29, 2012		March 31, 2012		March 30, 2013
	(in thousands)
Vinyl windows	$	316,102	$	118,778	$	362,570	$	357,267	$	66,888	$	67,635
Vinyl siding products		181,904		41,504		224,388		227,374		43,358		39,737
Metal products		147,321		35,226		178,398		174,111		35,667		31,861
Third-party manufactured products		196,587		55,511		320,852		302,966		52,094		51,016
Other products and services		56,024		18,230		73,307		80,803		14,947		18,735

Total	$	897,938	$	269,249	$	1,159,515	$	1,142,521	$	212,954	$	208,984

(2)

EBITDA is calculated as net income plus interest, taxes, depreciation and amortization. Adjusted EBITDA is defined as EBITDA adjusted to reflect certain adjustments (other than run-rate cost savings) that are used in calculating covenant compliance under the Amended and Restated Revolving Credit Agreement governing our ABL facilities and the Indenture. We consider EBITDA and Adjusted EBITDA to be important indicators of our operational strength and performance of our business. We have included Adjusted EBITDA because it is a key financial measure used by our management to (i) assess our ability to service our debt or incur debt and meet our capital expenditure requirements; (ii) internally measure our operating performance; and (iii) determine our incentive compensation programs. EBITDA and Adjusted EBITDA have not been prepared in accordance with GAAP. Adjusted EBITDA as presented by us may not be comparable to similarly titled measures reported by other companies. EBITDA and Adjusted EBITDA are not measures determined in accordance with GAAP and should not be considered as an alternative to, or more meaningful than, net income (as determined in accordance with GAAP) as a measure of our operating results or net cash provided by operating activities (as determined in accordance with GAAP) as a measure of our liquidity.

The reconciliation of our net loss to EBITDA and Adjusted EBITDA is as follows:


	Predecessor			Successor
	January 3, 2010 to October 12, 2010			October 13, 2010 to January 1, 2011			Year Ended						Quarter Ended
	January 3, 2010 to October 12, 2010			October 13, 2010 to January 1, 2011			December 31, 2011			December 29, 2012			March 31, 2012			March 30, 2013
	(in thousands)
Net loss	$	(71,274	)	$	(65,020	)	$	(202,791	)	$	(38,355	)	$	(37,867	)	$	(31,341	)
Interest expense, net		58,759			16,125			75,731			75,508			18,684			18,838
Income tax expense (benefit)		5,220			8,553			(20,434	)		5,605			769			169
Depreciation and amortization		17,582			10,498			51,326			50,678			13,124			10,883

EBITDA		10,287			(29,844	)		(96,168	)		93,436			(5,290	)		(1,451	)
Impairment of goodwill and other intangible assets(a)		—			—			164,147			—			—			—
Merger costs(b)		103,467			7,411			585			—			—			—
(Gain) loss on debt extinguishments(c)		(15,201	)		25,129			—			—			—			—
Purchase accounting related adjustments(d)		—			21,427			(3,786	)		(3,872	)		(970	)		(962	)
Restructuring costs(e)		88			—			228			—			—			—
Loss (gain) on disposal or write-offs of assets(f)		43			1,230			215			(12	)		18			32
Executive officer separation and hiring costs(g)		—			1,397			6,706			3,366			1,647			21
Stock-based compensation expense(h)		—			—			709			96			26			38
Non-cash expense (benefit) adjustments(i)		—			—			7,574			(3,300	)		799			—
Other normalizing and unusual items(j)		4,156			3,062			6,673			6,564			972			767
Foreign currency (gain) loss(k)		(184	)		771			438			119			38			253

Adjusted EBITDA(l)	$	102,656		$	30,583		$	87,321		$	96,397		$	(2,760	)	$	(1,302	)

(a)

(b)	Represents the following:


	Predecessor		Successor
	January 3, 2010 to October 12, 2010		October 13, 2010 to January 1, 2011		Year Ended				Quarter Ended
	January 3, 2010 to October 12, 2010		October 13, 2010 to January 1, 2011		December 31, 2011		December 29, 2012		March 31, 2012		March 30, 2013
	(in thousands)
Transaction costs(i)	$	38,416	$	7,411	$	585	$	—	$	—	$	—
Transaction bonuses(ii)		26,231		—		—		—		—		—
Stock option compensation(iii)		38,014		—		—		—		—		—
Stock warrants expense(iv)		806		—		—		—		—		—

Total	$	103,467	$	7,411	$	585	$	—	$	—	$	—

(i)

Predecessor expenses include investment banking, legal and other expenses, including $16.2 million of expense accrued and paid to affiliates of Investcorp International Inc. and Harvest Partners in connection with the amended and restated management agreement with Harvest Partners. Successor expenses primarily include fees paid on behalf of Merger Sub related to due diligence activities.

(ii)

Represents transaction bonuses paid to senior management and certain employees in connection with the Merger.

(iii)

(iv)

(c)

Expenses recorded by the Predecessor for the period ended October 12, 2010 include the write-off of an accrual for all future interest payments on the 20% notes outstanding before the Merger, partially offset with the write-off of deferred financing fees associated with the prior ABL facility, which was recorded during the year ended January 2, 2010, in accordance with FASB ASC 470-60, Troubled Debt Restructurings by Debtors. Expenses recorded by the Successor include the loss on the extinguishment of the 9.875% notes and the 11.25% notes totaling $13.6 million and fees of $11.5 million related to an interim financing facility, which was negotiated, but ultimately not utilized, in conjunction with the financing for the Merger.

(d)	Represents the following:


	Predecessor		Successor
	January 3, 2010 to October 12, 2010		October 13, 2010 to January 1, 2011			Year Ended						Quarter Ended
	January 3, 2010 to October 12, 2010		October 13, 2010 to January 1, 2011			December 31, 2011			December 29, 2012			March 31, 2012			March 30, 2013
	(in thousands)
Pension expense adjustment(i)	$	—	$	(589	)	$	(2,694	)	$	(2,689	)	$	(672	)	$	(669	)
Amortization related to fair value adjustment of leased facilities(ii)		—		(95	)		(456	)		(448	)		(114	)		(110	)
Amortization related to warranty liabilities(iii)		—		(153	)		(736	)		(735	)		(184	)		(183	)
Inventory adjustment related to Merger(iv)		—		22,264			—			—			—			—
Inventory adjustment related to supply center acquisition(v)		—		—			100			—			—			—

Total	$	—	$	21,427		$	(3,786	)	$	(3,872	)	$	(970	)	$	(962	)

(i)

Represents the elimination of the impact of reduced pension expense as a result of purchase accounting adjustments associated with the Merger.

(ii)

Represents the elimination of the impact of amortization related to net liabilities recorded in purchase accounting for the fair value of our leased facilities as a result of the Merger.

(iii)

Represents the elimination of the impact of amortization related to net liabilities recorded in purchase accounting for the fair value of warranty liabilities as a result of the Merger.

(iv)

(v)

Represents the adjustment to inventory that was acquired as part of the supply center acquisition completed during the second quarter of 2011.

(e)

(f)

(g)	Represents separation and hiring costs, including payroll taxes and certain benefits, as follows:

(i)

(ii)

(iii)

(h)	Represents stock-based compensation related to restricted shares issued to certain of our directors and officers.

(i)	Represents the non-cash provision for warranties greater (less) than claims paid.

(j)	Represents the following:


	Predecessor		Successor
	January 3, 2010 to October 12, 2010		October 13, 2010 to January 1, 2011		Year Ended				Quarter Ended
	January 3, 2010 to October 12, 2010		October 13, 2010 to January 1, 2011		December 31, 2011		December 29, 2012		March 31, 2012		March 30, 2013
	(in thousands)
Professional fees(i)	$	2,734	$	2,973	$	3,271	$	1,342	$	383	$	438
Discontinued inventory expense(ii)		—		—		1,066		—		—		—
Accretion on lease liability(iii)		296		89		498		545		128		149
Excess severance costs(iv)		389		—		590		170		9		59
Operating lease termination penalty(v)		—		—		773		—		—		—
Insurance claim payment in dispute(vi)		—		—		—		330		—		—
Excess legal expense(vii)		—		—		362		4,044		452		88
Management fees(viii)		681		—		—		—		—		—
Bank audit fees(ix)		56		—		113		133		—		33

Total	$	4,156	$	3,062	$	6,673	$	6,564	$	972	$	767

(i)

Represents management’s estimate of unusual consulting and advisory fees primarily associated with cost savings and other strategic initiatives.

(ii)

Represents management’s estimate of unusual inventory obsolescence recorded related to a new window product launch and an inventory write-off related to a process change.

(iii)

(iv)

Represents management’s estimates for excess severance expense due primarily to unusual changes within senior management.

(v)

Represents the excess of cash paid over the estimated fair values of purchased equipment previously leased.

(vi)

Represents an unusual insurance claim paid by us, which is in dispute with our insurance carrier.

(vii)

(viii)

Represents annual management fees paid to Harvest Partners before the Merger.

(ix)

Represents bank audit fees incurred under our current ABL facilities and our prior ABL facility.

(k)	Represents foreign currency (gain) loss recognized in the income statement, including loss (gain) on foreign currency exchange hedging agreements.

(l)	Does not include adjustments for “run-rate” cost saving as allowed by the terms of the Indenture and our ABL facilities. Run-rate cost savings adjustments include the following:


	Predecessor		Successor
	January 3, 2010 to October 12, 2010		October 13, 2010 to January 1, 2011		Year Ended				Quarter Ended
	January 3, 2010 to October 12, 2010		October 13, 2010 to January 1, 2011		December 31, 2011		December 29, 2012		March 31, 2012		March 30, 2013
	(in thousands)
Run-rate cost savings(i)	$	—	$	—	$	9,449	$	10,711	$	—	$	—
Insourcing glass production savings(ii)		462		—		—		—		—		—
Procurement savings(iii)		141		—		—		—		—		—

Total	$	603	$	—	$	9,449	$	10,771	$	—	$	—

(i)

$13 million of run-rate cost savings for 2012 and $9.4 million of the approximately $17 million of run-rate cost savings for 2011 were included in the calculation of Adjusted EBITDA under the ABL facilities and the Indenture for 2012 and 2011, respectively.

(ii)

Represents management’s estimates of cost savings that could have resulted from producing glass in-house at our Cuyahoga Falls, Ohio window facility had such production started on January 4, 2009.

(iii)

Quarter Ended March 30, 2013 Compared to Quarter Ended March 31, 2012

Net Sales

Net sales were $209.0 million for the first quarter of 2013, a decrease of $4.0 million, or 1.9%, compared to $213.0 million for the same period in 2012. The decrease was primarily due to a $3.6 million, or 8.4%, decline in sales of vinyl siding as a result of a decline in unit volume of approximately 5%. Net sales for metal products decreased $3.8 million, or 10.7%, compared to the prior year period. Partially offsetting these declines was a $3.8 million increase in net sales in our Installed Sales Solutions business and a $0.7 million increase in vinyl window sales, compared to the same period in 2012, which both benefited from increased demand in new construction business. Vinyl windows, vinyl siding, metal products and third-party manufactured products comprised approximately 32%, 19%, 15% and 24%, respectively, of our net sales for the quarter ended March 30, 2013 and approximately 31%, 20%, 17% and 25%, respectively, of our net sales for the quarter ended March 31, 2012.

Gross Profit

Gross profit in the first quarter of 2013 was $44.8 million, or 21.4% of net sales, compared to gross profit of $41.1 million, or 19.3% of net sales, for the same period in 2012. The increase of $3.7 million in gross profit was primarily due to lower costs for certain raw materials and favorable pricing and product mix relating to window products, compared to the prior year period.

Selling, General and Administrative Expenses

Selling, general and administrative expenses were $56.8 million, or 27.2% of net sales, for the first quarter of 2013 versus $59.5 million, or 27.9% of net sales, for the same period in 2012. The decrease of $2.6 million in selling, general and administrative expenses was primarily due to a $1.6 million decrease in executive officers’ separation and hiring costs and a $1.0 million decrease in marketing costs.

Loss from Operations

Loss from operations was $12.1 million for the quarter ended March 30, 2013 compared to a loss from operations of $18.4 million for the quarter ended March 31, 2012. The reduction in loss from operations compared to the prior year was due primarily to an improvement in gross profit and a decrease in selling, general and administrative expenses as described above.

Interest Expense

Interest expense was $18.8 million and $18.7 million for the quarters ended March 30, 2013 and March 31, 2012, respectively. Interest expense for the quarter ended March 30, 2013 and March 31, 2012 both relate to interest on the 9.125% notes and borrowings under our ABL facilities.

Income Tax Expense

The income tax expense for the first quarter of 2013 reflected a negative effective income tax rate of 0.5%, whereas the income tax expense for the same period in 2012 reflected a negative effective income tax rate of 2.1%.

Net Loss

Net loss for the quarter ended March 30, 2013 was $31.3 million compared to a net loss of $37.9 million for the same period in 2012.

Year Ended December 29, 2012 Compared to Year Ended December 31, 2011

Net Sales

Net sales were $1,142.5 million for the year ended December 29, 2012, a decrease of $17.0 million, or 1.5%, compared to net sales of $1,159.5 million for the year ended December 31, 2011. Vinyl windows, vinyl siding, metal products and third-party manufactured products comprised approximately 31%, 20%, 15% and 27%, respectively, of our net sales for the year ended December 29, 2012 and approximately 31%, 19%, 15% and 28%, respectively, of our net sales for the year ended December 31, 2011. The decrease in sales was primarily due to a decline in third-party manufactured product sales primarily driven by a reduction in roofing product sales of $17.9 million, or 5.6%, compared to the prior year. Third-party manufactured product sales in 2011 were positively impacted by increased storm related activity. Our focus on driving profitable growth in 2012 also contributed to lower sales of third-party manufactured products as we pulled back from some lower margin sales in order to drive pricing discipline. In addition, vinyl windows sales for the year ended December 29, 2012 decreased by $5.3 million as a result of a decline in unit volumes of approximately 2%. These decreases were partially offset by a $7.7 million increase in Installed Sales Solutions sales and a $3.0 million increase in vinyl siding sales as unit volumes increased by approximately 1% compared to 2011. Net sales were also negatively impacted by $2.1 million due to the weaker Canadian dollar in 2012.

Gross Profit

Gross profit for the year ended December 29, 2012 was $282.9 million, or 24.8% of net sales, compared to gross profit of $265.2 million, or 22.9% of net sales, for 2011. The increase in gross profit was primarily the result of an increase in sales volume and improved margin associated with vinyl siding, partially offset by the impact of lower sales volumes in vinyl windows and third-party manufactured products. Compared to the prior year, gross profit as a percentage of sales improved across all core products due to increased sales of higher margin products and lower material costs associated with certain products, partially offset by a shift in product mix to the lower margin window products.

Selling, General and Administrative Expenses

Selling, general and administrative expenses were $240.0 million, or 21.0% of net sales, for the year ended December 29, 2012 versus $247.3 million, or 21.3% of net sales, for 2011. The decrease of $7.3 million in selling, general and administrative expenses was primarily due to a $3.4 million decrease in executive officer separation and hiring costs, a $3.1 million decrease in sales incentives and marketing expenses and a $1.9 million decrease in certain professional fees, which includes professional services associated with cost savings initiatives. There was also a $1.6 million decrease in compensation primarily due to lower supply center headcount compared to the prior year. These decreases were partially offset by a $3.7 million increase in legal fees related to the Steel Peel litigation and a $0.9 million increase under the performance-based incentive compensation program. In addition, selling, general and administrative expenses for the year ended December 31, 2011 included a $0.8 million lease termination penalty and $0.6 million in costs related to the Merger completed on October 13, 2010.

Impairment of Goodwill and Indefinite Lived Intangible Assets

During 2011, weaker economic conditions and lower results of operations resulted in management changing our outlook and lowering our forecast used for our discounted cash flow

analysis. As a result of the lower management projections for operating results and the calculated lower per share equity value, we believed that we had an indicator of impairment and performed interim impairment testing on goodwill and indefinite lived intangibles as of September 3, 2011. As a result, we recorded impairment charges of $84.3 million during the fourth quarter and $72.2 million during the third quarter, respectively. In addition to the interim impairment testing, we performed our annual impairment test on goodwill and indefinite lived intangibles in the fourth quarter of 2011, which resulted in an additional impairment charge related to indefinite lived intangibles of $7.7 million. No additional impairment charges were required as a result of the annual impairment test of goodwill.

Loss from Operations

Income from operations was $42.9 million for the year ended December 29, 2012 compared to a loss from operations of $147.1 million for 2011.

Interest Expense

Interest expense was $75.5 million and $75.7 million for the years ended December 29, 2012 and December 31, 2011, respectively. Interest expense for the year ended December 29, 2012 and December 31, 2011 both relate to interest on the 9.125% notes and borrowings under our ABL facilities.

Income Tax Expense

Income tax expense for the year ended December 29, 2012 was $5.6 million reflecting a negative effective income tax rate of 17.1%, whereas the income tax benefit for 2011 was $20.4 million reflected an effective income tax rate of 9.2%. The changes in the effective income tax rates for 2012 compared to 2011 were primarily due to changes between periods of the valuation allowance, goodwill impairment and tax liability on remitted earnings. The valuation allowance was recorded based upon a review of historical earnings, trends, forecasted earnings and current economic conditions.

Net Loss

Net loss for the year ended December 29, 2012 was $38.4 million compared to a net loss of $202.8 million for the same period in 2011.

EBITDA

EBITDA was $93.4 million and Adjusted EBITDA was $96.4 million for the year ended December 29, 2012. EBITDA was a loss of $96.2 million and Adjusted EBITDA was $87.3 million for the year ended December 31, 2011. For a reconciliation of our net income (loss) to EBITDA and Adjusted EBITDA and additional details of the EBITDA adjustments, see the table shown above.

Year Ended December 31, 2011 Compared to the Successor Period Ended January 1, 2011 and Predecessor Period Ended October 12, 2010

Net Sales

Net sales for the year ended December 31, 2011 were $1,159.5 million and primarily consisted of 31% vinyl windows, 19% siding products, 15% metal products and 28% third-party manufactured products. Third-party manufactured products were positively impacted as a result of our roll-out of roofing materials to additional supply centers and increased storm-related activity. Vinyl window sales were negatively impacted by the significant reduction in energy tax incentives compared to 2010, which

affected consumer purchasing decisions in 2011. The macroeconomic drivers for our industry continued to decline during 2011 and negatively affected consumer confidence and spending. In addition, we realized $9.0 million from the impact of the stronger Canadian dollar in 2011. Net sales for the successor period October 13, 2010 to January 1, 2011 were $269.2 million and primarily consisted of approximately 44% vinyl windows, 15% siding products, 13% metal products and 21% third-party manufactured products. Net sales for the predecessor period January 3, 2010 to October 12, 2010 were $897.9 million and primarily consisted of approximately 35% vinyl windows, 20% siding products, 16% metal products and 22% third-party manufactured products. Sales for the successor period October 13, 2010 to January 1, 2011 reflected strong demand in vinyl windows and third-party manufactured products and benefited from the impact of the stronger Canadian dollar during 2010.

Gross Profit

Gross profit for the year ended December 31, 2011 was $265.2 million, or 22.9% of net sales. We experienced negative trends in gross margin primarily related to product mix, including a greater percentage of lower margin third-party manufactured products, increased material costs and lower absorption of costs due to lower production volumes. We also experienced increased production costs in our window manufacturing plants, resulting in higher costs per unit produced. Freight costs were also higher and we experienced increases in commodity costs for certain raw materials. Price increases were instituted to cover commodity cost increases; however, our sales pricing typically lags the change in purchase cost. Gross profit for the successor period October 13, 2010 to January 1, 2011 was $46.5 million, or 17.3% of net sales, and reflects a reduction of $23.1 million for the amortization of the step-up in basis of inventory related to purchase accounting, partially offset by $1.2 million of other purchase accounting related adjustments, and $1.2 million for the impairment related to issues with and the ultimate discontinuation of a new product line. Gross profit for the predecessor period January 3, 2010 to October 12, 2010 was $239.4 million, or 26.7% of net sales.

Selling, General and Administrative Expenses

Selling, general and administrative expenses were $247.3 million, or 21.3% of net sales, for the year ended December 31, 2011. Selling, general and administrative expenses for the period were negatively impacted by increased depreciation and amortization related to the application of purchase accounting for the Merger of approximately $20.0 million, executive officer separation and hiring costs of $6.7 million, higher delivery expense reflecting increased fuel costs, supply center and roofing distribution expansion costs, an operating lease termination penalty of $0.8 million, stock compensation expense related to restricted shares issued to certain board members of $0.7 million and $0.6 million of excess severance primarily due to changes within management, partially offset by reduced pension expense of $1.9 million as a result of the application of purchase accounting. For the successor period October 13, 2010 to January 1, 2011, selling, general and administrative expenses totaled $53.5 million, or 19.9% of net sales, and included increased depreciation of fixed assets and amortization of intangible assets of approximately $5.0 million as a result of the revaluation of certain assets as part of the application of the purchase accounting fair value adjustments in 2010, professional fees associated with cost savings initiatives of $3.0 million, $1.2 million in impairment and write-offs of assets and employee termination costs totaling $1.4 million. Selling, general and administrative expenses for the predecessor period January 3, 2010 to October 12, 2010 totaled $159.4 million, or 17.8% of net sales. Selling, general and administrative expenses for the predecessor period January 3, 2010 to October 12, 2010 included professional fees associated with cost savings initiatives of $2.7 million, excess severance of $0.4 million and management fees expense of $0.7 million. Selling, general and administrative expenses also included increased costs as a result of the translation impact on Canadian expenses as a result of the stronger Canadian dollar and increased salaries and incentive compensation programs.

Impairment of Goodwill and Indefinite Lived Intangible Assets

During the third quarter of 2011, the weaker economic conditions and lower results of operations resulted in management changing our outlook and lowering our forecast used for our discounted cash flow analysis. As a result of the lower management projections for operating results and the calculated lower per share equity value, we believed that we had an indicator of impairment and performed interim impairment testing on goodwill and indefinite lived intangibles as of September 3, 2011 resulting in impairment charges of $84.3 million during the fourth quarter of 2011 and $72.2 million during the third quarter, respectively.

In addition to the interim impairment testing, we performed our annual impairment test on goodwill and indefinite lived intangibles in the fourth quarter of 2011. We had revised our forecasts downward after the date of the interim impairment testing based on our annual budgeting process, which resulted in an additional impairment charge related to indefinite lived intangibles of $7.7 million. No additional impairment charges were required as a result of the annual impairment test of goodwill.

Merger Costs

Transaction costs associated with the Merger were $0.6 million for the year ended December 31, 2011. For the successor period October 13, 2010 to January 1, 2011, transaction costs associated with the Merger were $7.4 million. Merger costs for the predecessor period January 3, 2010 to October 12, 2010 included $38.4 million related to investment banking fees and expenses, legal fees and expenses and sponsor fees paid to Harvest Partners and Investcorp International Inc. In addition, we recorded $26.2 million of expense related to transaction bonuses paid to certain members of management in connection with the completion of the Merger and $38.0 million of stock option compensation expense related to the modification of certain Predecessor stock options in connection with the Merger and the fair value of an in-the-money stock option award granted immediately prior to the Merger.

Loss from Operations

Loss from operations of $147.1 million for the year ended December 31, 2011 was primarily due to the impairment charges related to goodwill and other intangible assets, a full year of increased depreciation and amortization related to the application of purchase accounting for the Merger, reduced gross profit margins, executive officer separation and hiring costs and lower supply center expense leverage. Loss from operations was $14.4 million for the successor period October 13, 2010 to January 1, 2011 and was primarily due to the purchase accounting related adjustments reflected in gross margin and transaction costs related to the Merger. Loss from operations was $22.7 million for the predecessor period January 3, 2010 to October 12, 2010 and was primarily due to the Merger costs included in the results of operations.

Interest Expense

Interest expense was $75.7 million for the year ended December 31, 2011 and $16.1 million for the successor period ended January 1, 2011 and primarily consisted of interest on the 9.125% notes and borrowings under our ABL facilities and amortization of deferred financing costs. Interest expense of $58.8 million for the predecessor period January 3, 2010 to October 12, 2010 primarily consisted of interest expense on the 11.25% notes, the 9.875% notes and the prior ABL facility for the period January 3, 2010 through October 12, 2010 and amortization of deferred financing costs. The 9.875% notes and the 11.25% notes were redeemed and the indentures related thereto were discharged in October 2010 in connection with the Merger.

Loss on Debt Extinguishment

The loss on debt extinguishment of $25.1 million for the successor period October 13, 2010 to January 1, 2011 was comprised of $13.6 million related to the redemption of the previously outstanding 9.875% notes and 11.25% notes and $11.5 million of expense related to an interim financing facility, which was negotiated but ultimately not utilized. The net gain on debt extinguishment of $15.2 million for the predecessor period January 3, 2010 to October 12, 2010 was recorded by the Predecessor in connection with the Merger and related to the write-off of the troubled debt accrued interest associated with the redemption of the previously outstanding 13.625% notes and the write-off of the financing fees related to the prior ABL facility.

Income Tax Benefit

The income tax benefit for the year ended December 31, 2011 was $20.4 million and reflected an effective income tax rate of 9.2%. The income tax provision for the successor period October 13, 2010 to January 1, 2011 was $8.6 million on a loss before income taxes of $56.5 million and reflects an effective income tax rate of approximately 15.1%. The changes in the effective income tax rates for the year ended December 31, 2011 and the successor period ended January 1, 2011 were primarily due to the impact of the changes in the valuation allowance between periods and the goodwill impairment charge. After a review of historical earnings, trends, forecasted earnings and current economic conditions, we determined that it is more likely than not that our net U.S. deferred tax assets would not be realized. The increase in the valuation allowance during this period was related to an increase in the deferred tax assets related to the net operating loss carryforwards and the net movement of other deferred tax assets and liabilities. The income tax provision for the predecessor period January 3, 2010 to October 12, 2010 of $5.2 million on a loss before income taxes of $66.1 million, or an effective income tax rate of approximately 7.9%, reflects the impact of the changes between years in the valuation allowance. This valuation allowance was recorded based upon a review of historical earnings, trends, forecasted earnings and current economic conditions. The increase in the valuation allowance during this period was related to an increase in the deferred tax assets related to the net operating loss carryforwards and the net movement of other deferred tax assets and liabilities.

Net Loss

Net loss for the year ended December 31, 2011 was $202.8 million. Net loss for the successor period October 13, 2010 to January 1, 2011 was $65.0 million. Net loss for the predecessor period January 3, 2010 to October 12, 2010 was $71.3 million.

EBITDA

EBITDA was a loss of $96.2 million and Adjusted EBITDA was $87.3 million for the year ended December 31, 2011. EBITDA was a loss of $29.8 million and Adjusted EBITDA was $30.6 million for the successor period October 13, 2010 to January 1, 2011. EBITDA was $10.3 million and Adjusted EBITDA was $102.7 million for the predecessor period January 3, 2010 to October 12, 2010. For a reconciliation of our net income (loss) to EBITDA and Adjusted EBITDA and additional details of the EBITDA adjustments, see the table shown above.

Quarterly Financial Data

small profits in the first quarter and reduced profits from operations in the fourth quarter of each calendar year. To meet seasonal cash flow needs during the periods of reduced sales and net cash flows from operations, we have typically utilized our revolving credit facilities and repay such borrowings in periods of higher cash flow. We typically generate the majority of our cash flow in the third and fourth quarters.

Summary financial data for 2011, 2012 and 2013 to date are shown in the tables below:


	Quarter Ended
	April 2, 2011			July 2, 2011			October 1, 2011			December 31, 2011			March 31, 2012			June 30, 2012			September 29, 2012		December 29, 2012			March 30, 2013
	(in thousands)
Net sales	$	196,736		$	310,459		$	349,201		$	303,119		$	212,954		$	314,391		$	325,034	$	290,142		$	208,984
Gross profit		40,079			80,340			85,159			59,604			41,094			80,706			81,604		79,500			44,754
(Loss) income from operations		(18,837	)		14,716			(50,659	)		(92,276	)		(18,376	)		21,164			22,153		17,936			(12,081	)
Net (Loss) income		(37,123	)		(7,194	)		(48,017	)		(110,457	)		(37,867	)		376			533		(1,397	)		(31,341	)

Certain significant items included in (loss) income from operations:
Impairment of goodwill	$	—		$	—		$	—		$	84,253		$	—		$	—		$	—	$	—		$	—
Impairment of intangible assets		—			—			72,242			7,652			—			—			—		—			—
Executive officer separation and hiring costs		—			5,467			807			432			1,647			1,228			46		445			21
Excess legal expense (benefit)		221			44			17			80			452			(7	)		196		3,403			88

Total	$	221		$	5,511		$	73,066		$	92,417		$	2,099		$	1,221		$	242	$	3,848		$	109

Liquidity and Capital Resources

At March 30, 2013, we had cash and cash equivalents of $6.1 million and available borrowing capacity of $44.0 million under our ABL facilities, after giving effect to outstanding letters of credit and borrowing base limitations. We believe that our cash flow from operations, borrowing capacity under the credit facilities and current cash and cash equivalents are expected to provide sufficient liquidity to maintain our current operations and capital expenditure requirements and service our debt obligations for at least the next 12 months.

On April 18, 2013, Associated Materials, Holdings and certain direct or indirect wholly owned U.S. and Canadian restricted subsidiaries of Associated Materials entered into the Amended and Restated Revolving Credit Agreement, which amended the revolving credit agreement governing the ABL facilities to, among other things: reduce the interest rate margins in respect of the loans by 75 basis points; and extend the maturity of the loans and commitments to the earlier of (1) April 18, 2018 and (2) 90 days prior to the maturity of our 9.125% notes and permit the offering of the new notes (as defined below).

On May 1, 2013, Associated Materials and AMH New Finance, Inc. issued and sold $100.0 million in aggregate principal amount of additional 9.125% notes (the “new notes”) in a private placement. We used the net proceeds of the offering to repay outstanding borrowings under our ABL facilities and for other general corporate purposes. The new notes were issued as additional notes under the same indenture, dated as of October 13, 2010, governing the $730.0 million aggregate principal amount of 9.125% notes issued on October 13, 2010, as supplemented by a supplemental indenture (the “Indenture”). See “Liquidity and Capital Resources—Description of Indebtedness.”

Covenant Compliance

There are no financial maintenance covenants included in the Amended and Restated Revolving Credit Agreement and the Indenture, other than a springing fixed charge coverage ratio of at least 1.00 to 1.00 under the ABL facilities, which is triggered as of the end of the most recently ended four consecutive fiscal quarter period for which financial statements have been delivered prior to such date of determination, only when excess availability is less than, for a period of five consecutive business days, the greater of $20.0 million and 10.0% of the sum of (i) the lesser of (A) the U.S. tranche A borrowing base and (B) the U.S. tranche A revolving credit commitments, and which applies until the 30th consecutive day that excess availability exceeds such threshold. The fixed charge coverage ratio was 1.34:1.00 for the four consecutive fiscal quarter test period ended March 30, 2013. The Amended and Restated Revolving Credit Agreement and the Indenture permit the inclusion of run-rate cost savings in the calculation of Consolidated EBITDA in an amount, taken together with the amount of certain restructuring costs, up to 10% of Consolidated EBITDA for the relevant test period.

As of June 29, 2013, Associated Materials has not triggered such fixed charge coverage ratio covenant for 2013, and it currently does not expect to be required to test such covenant for the remainder of fiscal year 2013, although Associated Materials would be in compliance with such covenant if it were required to be tested. Should the current economic conditions or other factors described herein cause Associated Materials’ results of operations to deteriorate beyond our expectations, it may trigger such covenant and, if so triggered, may not be able to satisfy such covenant and be forced to refinance such debt or seek a waiver. Even if new financing is available, it may not be available on terms that are acceptable to it. If Associated Materials is required to seek a waiver, it may be required to pay significant amounts to the lenders under the ABL facilities to obtain such a waiver.

In addition to the financial covenant described above, certain incurrences of debt and investments require compliance with financial covenants under the Amended and Restated Revolving Credit Agreement and the Indenture. The breach of any of these covenants could result in a default under the Amended and Restated Revolving Credit Agreement and the Indenture, and the lenders or note holders, as applicable, could elect to declare all amounts borrowed due and payable. See “Risk Factors.”

Consolidated EBITDA is calculated by reference to net income plus interest and amortization of other financing costs, provision for income taxes, depreciation and amortization. Consolidated EBITDA, as defined in the Amended and Restated Revolving Credit Agreement and the Indenture, is calculated by adjusting EBITDA to reflect adjustments permitted in calculating covenant compliance under these agreements. Consolidated EBITDA will be referred to as Adjusted EBITDA herein. We believe that the inclusion of supplementary adjustments to EBITDA applied in presenting Adjusted EBITDA are appropriate to provide additional information to investors to demonstrate the ability of Associated Materials to comply with its financial covenant.

Associated Materials was in compliance with its debt covenants as of March 30, 2013.

Cash Flows

The following sets forth a summary of our cash flows:


	Predecessor			Successor
	January 3, 2010 to October 12, 2010			October 13, 2010 to January 1, 2011			Year Ended						Quarter Ended
	January 3, 2010 to October 12, 2010			October 13, 2010 to January 1, 2011			December 31, 2011			December 29, 2012			March 31, 2012			March 30, 2013
	(in thousands)
Net cash provided by (used in) operating activities	$	28,569		$	(72,141	)	$	(2,005	)	$	(589	)	$	(4,120	)	$	(14,001	)
Net cash used in investing activities		(10,302	)		(562,751	)		(16,503	)		(5,277	)		(734	)		(1,708	)
Net cash (used in) provided by financing activities		(8,406	)		582,324			15,902			4,155			(1,407	)		12,294

Cash Flows from Operating Activities

Successor Company

Net cash used in operating activities was $14.0 million for the quarter ended March 30, 2013, compared to $4.1 million for the same period in 2012, which was a $9.9 million increase in the use of cash from the comparable prior year period. The factors typically impacting cash flows from operating activities during the first quarter of the year include the seasonal increase of inventory levels and use of cash to pay liabilities including payments of incentive compensation and customer sales incentives. Accounts receivable was a source of cash of $0.4 million for the quarter ended March 30, 2013, compared to a source of cash of $2.9 million for the quarter ended March 31, 2012. The fluctuation was primarily due to timing of collections from customers, partially offset by the impact of slightly lower sales volume compared to the prior year period. Inventory was a use of cash of $52.4 million during the quarter ended March 30, 2013, compared to a use of cash of $36.3 million during the quarter ended March 31, 2012. The higher usage of cash in the current period was primarily due to timing of inventory build for seasonal demands in later quarters as well as increased purchases as part of our winter buy program to take advantage of favorable pricing. Accounts payable and accrued liabilities were a source of cash of $63.2 million for the quarter ended March 30, 2013, compared to a source of cash of $58.9 million for the quarter ended March 31, 2012, which was a net increase in cash flows of $4.3 million primarily as a result of increased inventory purchases. Cash flows used in operating activities for the quarter ended March 30, 2013 include income tax payments of $2.8 million compared to $6.9 million of income tax payments for the same period in 2012.

Net cash used in operating activities was $0.6 million for the year ended December 29, 2012, compared to $2.0 million for the year ended December 31, 2011, an improvement of $1.4 million. Cash flow from changes in operating assets and liabilities for the year ended December 29, 2012 were a use of cash of $17.8 million, compared to a source of cash of $9.4 million for the year ended December 31, 2011. Accounts receivable was a use of cash of $1.3 million in 2012 compared to a use of cash of $7.8 million in 2011. The year-over-year fluctuation was primarily due to timing of collections from customers and lower sales compared to the prior year. Inventory was a use of cash of $1.6 million for the year ended December 29, 2012, compared to a source of cash of $29.7 million for the year ended December 31, 2011. Capital optimization initiatives during 2011 effectively brought down inventory levels at the end of 2011 which contributed to the large source of cash in 2011 and also led to a relatively small use of cash in 2012. Accounts payable and accrued liabilities used $3.7 million of cash in the year ended December 29, 2012 compared to a use of cash of $15.5 million in the year ended December 31, 2011. The changes from year to year were largely attributable to reduced inventory purchases and the difference in performance-based management incentive compensation payments

during each year. The year ended December 29, 2012 included the compensation payment for the prior year, where the payment was minimal due to the lower operating results, and the year ended December 31, 2011 included the compensation payment for the prior year, where the performance target was met. Income taxes receivable/payable were a use of cash of $4.2 million for the year ended December 29, 2012, compared to a source of cash of $8.1 million for the year ended December 31, 2011. The source of cash in 2011 was a result of receiving a federal income tax refund of $3.2 million related to the carryback of net operating losses to the 2009 tax year, along with an increase in the Canadian taxes payable related to the Canadian partnership.

Net cash used in operating activities was $72.1 million for the successor period October 13, 2010 to January 1, 2011. Cash flows from operating activities for the successor period ended January 1, 2011 were reduced by $71.4 million of costs related to the Merger. Cash flows from changes in operating assets and liabilities for the successor period ended January 1, 2011 were a use of cash totaling $76.4 million. The change in accounts receivable was a source of cash of $42.9 million for the successor period primarily due to the collection of customer payments for sales earlier in the year. Inventories for the same period provided a source of cash of $13.1 million due to reduced inventory levels during the fourth quarter of 2010. Prepaid expenses were a use of cash totaling $1.3 million for the same period. Changes in accounts payable and accrued liabilities were a use of cash of $131.0 million for the successor period October 13, 2010 to January 1, 2011, primarily related to the payment of costs related to the Merger which were accrued in the predecessor period ended October 12, 2010, along with the seasonal decline in accounts payable.

Predecessor Company

Net cash provided by operating activities was $28.6 million for the predecessor period January 3, 2010 to October 12, 2010. Cash flows from operating activities for the predecessor period ended October 12, 2010 were reduced by $0.7 million of costs related to the Merger. Cash flows from changes in operating assets and liabilities for the predecessor period ended October 12, 2010 were a source of cash totaling $47.6 million. The change in accounts receivable was a use of cash $49.9 million for the predecessor period ended October 12, 2010 primarily due to increased sales levels during 2010. Inventories for the same period were a use of cash of $42.0 million due to increased inventory levels and rising commodity costs during 2010. Prepaid expenses were a source of cash totaling $1.7 million for the same period. Changes in accounts payable and accrued liabilities were a source of cash of $137.8 million for the predecessor period January 3, 2010 to October 12, 2010. The change was primarily due to the initial impact of improved vendor terms in 2009, reduced inventory purchase requirements during the fourth quarter of 2008 and expenses accrued in connection with the Merger which were paid in the successor period October 13, 2010 to January 1, 2011.

Cash Flows from Investing Activities

Successor Company

Net cash used in investing activities during the quarter ended March 30, 2013 consisted of $1.4 million of capital expenditures primarily related to various investments at our manufacturing facilities and $0.3 million for a supply center acquisition. During the quarter ended March 31, 2012, net cash used in investing activities consisted of capital expenditures of $0.7 million.

Investing activities used $5.3 million of cash in the year ended December 29, 2012, compared to $16.5 million in the year ended December 31, 2011. The use of cash in the current year consisted of capital expenditures of $5.4 million offset by proceeds received from the sale of certain assets of $0.1 million. The use of cash during the year ended December 31, 2011 consisted of capital expenditures of $15.4 million and a supply center acquisition of $1.6 million, partially offset by proceeds received from

the sale of certain assets of $0.5 million. Capital expenditures in 2012 decreased as compared to the prior year primarily due to higher spending in 2011 as a result of our roll-out of roofing materials to supply centers.

For the successor period October 13, 2010 to January 1, 2011, net cash used in investing activities included $557.6 million of cash used in connection with the Merger to purchase the Predecessor’s equity interests, including in-the-money stock options and warrants, and capital expenditures of $5.2 million. Capital expenditures were primarily at supply centers for continued operations and relocations and various enhancements at plant locations.

Predecessor Company

For the predecessor period January 3, 2010 to October 12, 2010, net cash used in investing activities included capital expenditures of $10.3 million. Capital expenditures were primarily at supply centers for continued operations and relocations, the continued development of our new glass insourcing process and various enhancements at plant locations.

Cash Flows from Financing Activities

Successor Company

Net cash provided by financing activities for the quarter ended March 30, 2013 included borrowings of $44.7 million under our ABL facilities offset by repayments of $32.4 million. Net cash used in financing activities for the quarter ended March 31, 2012 included borrowings of $30.1 million under our ABL facilities offset by repayments of $31.6 million.

Net cash provided by financing activities was $4.2 million for the year ended December 29, 2012, compared to $15.9 million for the year ended December 31, 2011. The source of cash primarily related to net borrowings under our ABL facilities of $4.3 million and $16.0 million in 2012 and 2011, respectively.

Net cash provided by financing activities for the successor period October 13, 2010 to January 1, 2011 included an equity contribution of $553.5 million in connection with the Merger, proceeds from the issuance of the 9.125% notes of $730.0 million, and net borrowings under our current ABL facilities of $58.0 million. These inflows were partially offset by cash paid of $720.0 million to redeem the 20% notes, the 11.25% notes and the 9.875% notes and payments of $39.2 million of financing costs related to the Merger.

Predecessor Company

Net cash used by financing activities for the predecessor period January 3, 2010 to October 12, 2010 included $10.0 million of repayments, net of borrowings, under our prior ABL facility and payments of $0.2 million of financing costs in connection with the Merger, offset by $1.8 million related to the excess tax benefit from the redemption of options in connection with the Merger.

For 2013, cash requirements for working capital, capital expenditures, interest and tax payments will continue to impact the timing and amount of borrowings on our ABL facilities.

Contractual Obligations

The following table presents our contractual obligations as of March 30, 2013:


	Payments Due by Fiscal Year
	Total		2013		2014		2015		2016		2017		After 2017
	(in thousands)
Long-term debt(1)	$	820,432	$	—	$	—	$	90,432	$	—	$	730,000	$	—
Interest payments on 9.125% notes(2)		333,065		66,613		66,613		66,613		66,613		66,613		—
Operating leases(3)		131,615		36,526		30,601		20,775		14,432		10,962		18,319
Expected pension contributions(4)		65,998		12,087		13,986		14,118		13,814		11,993		—

Total	$	1,351,110	$	115,226	$	111,200	$	191,938	$	94,859	$	819,568	$	18,319

(1)

Represents principal amounts, but not interest. Does not reflect (a) the issuance on May 1, 2013 of $100.0 million principal amount of new 9.125% notes or the anticipated redemption of a portion of our outstanding 9.125% notes with net proceeds of this offering or (b) the amendment to the revolving credit agreement governing our ABL facilities on April 18, 2013. As of March 30, 2013, our long-term debt consists of $90.4 million in borrowings under the ABL facilities and $730.0 million aggregate principal amount of 9.125% notes. We are not able to estimate reasonably the cash payments for interest associated with the ABL facilities due to the significant estimation required related to both market rates as well as projected principal payments. The stated maturity date of our 9.125% notes is November 1, 2017. See Note 12 to the audited consolidated financial statements included elsewhere in this prospectus.

(2)

Does not reflect the issuance on May 1, 2013 of $100.0 million principal amount of new 9.125% notes or the anticipated redemption of a portion of our outstanding 9.125% notes with net proceeds of this offering. As a result of the redemption of $ million of our outstanding 9.125% notes with the net proceeds of this offering, we expect interest payments on the 9.125% notes to decrease to $ in 2013 and $ in 2014 through 2017.

(3)	For additional information on our operating leases, see Note 17 to the audited consolidated financial statements included elsewhere in this prospectus.

(4)

Based on actuarial data as of December 31, 2012. 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 our pension plans, including: (i) interest rate levels, (ii) the amount and timing of asset returns and (iii) what, if any, changes may occur in pension funding legislation, the estimates in the table may differ materially from actual future payments. We cannot reasonably estimate payments beyond 2017.

Net long-term deferred income tax liabilities as of December 29, 2012 were $130.8 million. This amount is not included in the contractual obligations table because we believe this presentation would not be meaningful. Deferred income tax liabilities are calculated based on temporary differences between the tax bases of assets and liabilities and their respective book bases, which will result in taxable amounts in future years when the liabilities are settled at their reported financial statement amounts. The results of these calculations do not have a direct connection with the amount of cash taxes to be paid in any future periods. As a result, we believe scheduling deferred income tax liabilities as payments due by period could be misleading, because this scheduling would not relate to liquidity needs. At December 29, 2012, we had unrecognized tax benefits of $7.1 million relating to uncertain tax positions. Due to our federal net operating loss position, the settlement of such tax positions would be offset by the net operating losses resulting in no outlay of cash.

Consistent with industry practice, we provide to homeowners limited warranties on certain products, primarily related to window and siding product categories. We have recorded reserves of $97.5 million at December 29, 2012 related to warranties issued to homeowners. We estimate that $9.4 million of payments will be made in 2013 to satisfy warranty obligations. However, we cannot reasonably estimate payments by year for 2014 and thereafter due to the nature of the obligations under these warranties.

We also have a liability in connection with the tax receivable agreement which we will enter into upon the closing of this offering. The tax receivable agreement will obligate us to make payments to the Pre-IPO Stockholders generally equal to 85% of the applicable cash savings that we realize as a result of NOL carryovers, deductible expenses attributable to the transactions related to this offering, and deductions related to imputed interest deemed to be paid by us as a result of or attributable to payments under the tax receivable agreement. We will retain the benefit of the remaining 15% of these tax savings. The amounts we may be required to pay could be significant and are not reflected in the above tables. See “Risk Factors—Risks Related to Our Business—We will be required to pay our Pre-IPO Stockholders for certain tax benefits, including net operating loss carryovers, we may claim, and the amounts we may pay could be substantial” and “Certain Relationships and Related Party Transactions—Tax Receivable Agreement.”

Off-Balance Sheet Arrangements

We have no special purpose entities or off-balance sheet debt, other than operating leases in the ordinary course of business, which are disclosed in Note 17 to the consolidated financial statements included elsewhere in this prospectus.

At December 29, 2012 and March 30, 2013, we had stand-by letters of credit of $9.3 million and $11.4 million, respectively, with no amounts drawn under the stand-by letters of credit. These letters of credit reduce the availability under the ABL facilities. Letters of credit are purchased guarantees that ensure our performance or payment to third parties in accordance with specified terms and conditions.

Under certain agreements, indemnification provisions may require us to make payments to third parties. In connection with certain facility leases, we may be required to indemnify the lessors for certain claims. Also, we may be required to indemnify our directors, officers, employees and agents to the maximum extent permitted under the laws of the State of Delaware. The duration of these indemnity provisions under the terms of each agreement varies. The majority of indemnities do not provide for any limitation of the maximum potential future payments we could be obligated to make. In 2012, we did not make any payments under any of these indemnification provisions or guarantees, and we have not recorded any liability for these indemnities in the accompanying consolidated balance sheets.

Quantitative and Qualitative Disclosures about Market Risk

Interest Rate Risk

We have outstanding borrowings under our ABL facilities and may incur additional borrowings from time to time for general corporate purposes, including working capital and capital expenditures. As of March 30, 2013 (without giving effect to the April 2013 amendment to our ABL facilities), the interest rate applicable to outstanding loans under the U.S. and Canadian tranche A revolving facilities is, at our option, equal to either a U.S. or Canadian adjusted base rate plus an applicable margin ranging from 1.50% to 2.00%, or LIBOR plus an applicable margin ranging from 2.50% to 3.00%, with the applicable margin in each case depending on our quarterly average “excess availability” as defined

in the credit facilities. The interest rate margins for each loan under either the U.S. or Canadian tranche B revolving facilities are determined by reference to the level of borrowing availability under the U.S. and Canadian tranche A revolving facilities increased by 200 basis points.

As of March 30, 2013, we had borrowings outstanding of $90.4 million under the ABL facilities. The effect of a 1.00% increase or decrease in interest rates would increase or decrease total annual interest expense by $0.9 million. As of March 30, 2013, we are not party to any interest rate swaps.

We have $730.0 million aggregate principal amount of 9.125% notes outstanding as of March 30, 2013, without giving effect to the May 2013 issuance of $100.0 million principal amount of new notes. The fair value of our 9.125% notes is sensitive to changes in interest rates. In addition, the fair value is affected by our overall credit rating, which could be impacted by changes in our future operating results. These notes have an estimated fair value of $779.3 million based on quoted market prices as of March 30, 2013.

Foreign Currency Exchange Rate Risk

Our revenues are primarily from domestic customers and are realized in U.S. dollars. However, we realize revenues from sales made through our Canadian distribution centers in Canadian dollars. Our Canadian manufacturing facilities acquire raw materials and supplies from U.S. vendors, which results in foreign currency transactional gains and losses upon settlement of the obligations. Payment terms among Canadian manufacturing facilities and these vendors are short-term in nature. We may, from time to time, enter into foreign exchange forward contracts with maturities of less than three months to reduce our exposure to fluctuations in the Canadian dollar. As of March 30, 2013, we were a party to foreign exchange forward contracts for Canadian dollars, the value of which was $0.1 million. A 10% strengthening or weakening from the levels experienced during the first quarter of 2013 of the U.S. dollar relative to the Canadian dollar would have resulted in a $0.2 million decrease or increase, respectively, in comprehensive loss for the quarter ended March 30, 2013.

Commodity Price Risk

See “—Effects of Inflation” below for a discussion of the market risk related to our principal raw materials (vinyl resin, aluminum, steel, resin stabilizers and pigments, glass, window hardware and packaging materials) and diesel fuel.

Effects of Inflation

The principal raw materials used by us are vinyl resin, aluminum, steel, resin stabilizers and pigments, glass, window hardware, and packaging materials, as well as diesel fuel, all of which have historically been subject to price changes. Raw material pricing on our key commodities has fluctuated significantly over the past several years. Our freight costs may also fluctuate based on changes in gasoline and diesel fuel costs related to our trucking fleet. Our ability to maintain gross margin levels on our products during periods of rising raw material costs and freight costs depends on our ability to obtain selling price increases. Furthermore, the results of operations for individual quarters can be negatively impacted by a delay between the timing of raw material cost increases and price increases on our products. There can be no assurance that we will be able to maintain the selling price increases already implemented or achieve any future price increases. At March 30, 2013, we had no raw material hedge contracts in place.

Critical Accounting Policies

Our discussion and analysis of our financial condition and results of operations are based upon our consolidated financial statements, which have been prepared in accordance with U.S. generally

accepted accounting principles. The preparation of these consolidated financial statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses. On an ongoing basis, we evaluate our estimates, including those related to recoverability of intangibles and other long-lived assets, customer programs and incentives, allowance for doubtful accounts, inventories, warranties, valuation allowances for deferred tax assets, share-based compensation, pensions and postretirement benefits and various other allowances and accruals. We base our estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions.

We believe the following critical accounting policies affect our more significant judgments and estimates used in the preparation of our consolidated financial statements.

Revenue Recognition

We primarily sell and distribute our products through two channels: direct sales from our manufacturing facilities to independent distributors and dealers and sales to contractors through our company-operated supply centers. Direct sales revenue is recognized when our manufacturing facility ships the product and title and risk of loss passes to the customer or when services have been rendered. Sales to contractors are recognized either when the contractor receives product directly from the supply center or when the supply center delivers the product to the contractor’s job site. For both direct sales to independent distributors and sales generated through our supply centers, revenue is not recognized until collectability is reasonably assured.

Revenues are recorded net of estimated returns, customer incentive programs and other incentive offerings including special pricing agreements, promotions and other volume-based incentives. Revisions to these estimates are charged to income in the period in which the facts that give rise to the revision become known. For contracts involving installation, revenue is recognized when the installation is complete. We collect sales, use, and value added taxes that are imposed by governmental authorities on and concurrent with sales to our customers. Revenues are presented net of these taxes as the obligation is included in accrued liabilities until the taxes are remitted to the appropriate taxing authorities.

We offer certain sales incentives to customers who become eligible based on the level of purchases made during the calendar year and are accrued as earned throughout the year. The sales incentives programs are considered customer volume rebates, which are typically computed as a percentage of customer sales, and in certain instances the rebate percentage may increase as customers achieve sales hurdles. Volume rebates are accrued throughout the year based on management estimates of customers’ annual sales volumes and the expected annual rebate percentage achieved. For these programs, we do not receive an identifiable benefit in exchange for the consideration, and therefore, we characterize the volume rebate to the customer as a reduction of revenue in our consolidated statements of comprehensive loss.

Accounts Receivable

We record accounts receivable at selling prices which are fixed based on purchase orders or contractual arrangements. We maintain an allowance for doubtful accounts for estimated losses resulting from the inability of our customers to make required payments. The allowance for doubtful accounts is based on a review of the overall condition of accounts receivable balances and a review of significant past due accounts. If the financial condition of our customers were to deteriorate, resulting in an impairment of their ability to make payments, additional allowances may be required. Account

balances are charged off against the allowance for doubtful accounts after all means of collection have been exhausted and the potential for recovery is considered remote. Accounts receivable which are not expected to be collected within one year are reclassified as long-term accounts receivable. Long-term accounts receivable balances, net of the related allowance for doubtful accounts are included in other assets in the Consolidated Balance Sheets.

Inventories

We value our inventories at the lower of cost (first-in, first-out) or market value. We write down our inventory for estimated obsolescence or unmarketable inventory equal to the difference between the cost of inventory and the estimated market value based upon assumptions about future demand and market conditions. Market value is estimated based on the inventories’ current replacement costs by purchase or production; however, market value shall not exceed net realizable value or be lower than net realizable value less normal profit margins. The market and net realizable values of inventory require estimates and judgments based on our historical write-down experience, anticipated write-downs based on future merchandising plans and consumer demand, seasonal considerations, current market conditions and expected industry trends. If actual market conditions are less favorable than those projected by management, additional inventory write-downs may be required. Our estimates of market value generally are not sensitive to management assumptions. Replacement costs and net realizable values are based on actual recent purchase and selling prices, respectively. We believe that our average days of inventory on hand indicate that market value declines are not a significant risk and that we do not maintain excess levels of inventory. In addition, we believe that our cost of inventories is recoverable as our realized gross profit margins have remained consistent with historical periods and management currently expects margins to generally remain in-line with historical results.

Goodwill and Other Intangible Assets

We review goodwill and other intangible assets with indefinite lives for impairment on an annual basis, or more frequently if events or circumstances change that would impact the value of these assets, in accordance with FASB ASC Topic 350, Intangibles—Goodwill and Other. The impairment test is conducted using an income approach. As we do not have a market for our equity, management performs the annual impairment analysis utilizing a discounted cash flow approach incorporating current estimates regarding performance and macroeconomic factors discounted at a weighted average cost of capital. We conduct our impairment test of goodwill and other intangible assets with indefinite lives annually at the beginning of the fourth quarter of each year or as indicators of impairment arise. The resulting fair value measures used in such impairment tests incorporate significant unobservable inputs, and as such, are considered Level 3 fair value measures.

Assumptions used in our impairment evaluation, such as long-term sales growth rates, forecasted operating margins and our discount rate are based on the best available market information and are consistent with our internal forecasts and operating plans. Changes in these estimates or a decline in general economic condition could change our conclusion regarding an impairment of goodwill and potentially result in a non-cash impairment loss in a future period. We utilize a cash flow model in estimating the fair value of our reporting unit for the income approach, where the discount rate reflects a weighted average cost of capital rate. The cash flow model used to derive fair value is most sensitive to the discount rate, long-term sales growth rate and forecasted operating margin assumptions used. Our 2012 Step 1 impairment test indicated that the fair value of our enterprise exceeded carrying value by approximately 5% as of December 29, 2012. Relatively small changes in these key assumptions could have resulted in us not passing Step 1.

During the third quarter of 2011, the weaker economic conditions and lower results of operations resulted in management changing our outlook and lowering our forecast used for our discounted cash

flow analysis. As a result of the lower management projections for operating results and the calculated lower per share equity value, we believed that we had an indicator of impairment and performed interim impairment testing on goodwill and indefinite lived intangibles as of September 3, 2011 resulting in impairment charges of $84.3 million and $72.2 million, respectively. In addition to the interim impairment testing, we performed our annual impairment test on goodwill and indefinite lived intangibles in the fourth quarter of 2011. We had revised our forecasts downward after the date of the interim impairment testing based on our annual budgeting process which resulted in an additional impairment charge related to indefinite lived intangibles of $7.7 million. No additional impairment charges were required as a result of the annual impairment test of goodwill.

As of December 29, 2012, goodwill and intangible assets were $482.6 million and $599.6 million, respectively, and were associated with the Merger. Given the significant amount of goodwill and intangible assets, any future impairment could have an adverse effect on our results of operations and financial position.

Income Taxes

We account for income taxes in accordance with FASB ASC Topic 740, Income Taxes (“ASC 740”). Income tax expense includes both current and deferred taxes. Deferred tax assets and liabilities may be recognized for the effect of temporary differences between the book and tax bases of recorded assets and liabilities. ASC 740 requires deferred tax assets be reduced by a valuation allowance if it is more likely than not that some portion or all of the deferred tax asset will not be realized. We review the recoverability of any tax assets recorded on the balance sheet and provide any necessary allowances as required. When an uncertain tax position meets the more likely than not recognition threshold, the position is measured to determine the amount of expense and benefit to be recognized in the financial statement. No tax benefit is recognized in the financial statements for tax positions that do not meet the more likely than not threshold. We recognize interest and penalties related to uncertain tax positions within income tax expense. The effect of a change to the deferred tax assets or liabilities as a result of new tax law, including tax rate changes, is recognized in the period that the tax law is enacted.

Product Warranty Costs and Service Returns

Consistent with industry practice, we provide homeowners limited warranties on certain products, primarily related to window and siding product categories. Warranties are of varying lengths of time from the date of purchase up to and including lifetime. Warranties cover product failures such as seal failures for windows and fading and peeling for siding products, as well as manufacturing defects. We have various options for remedying product warranty claims including repair, refinishing or replacement and directly incur the cost of these remedies. Warranties also become reduced under certain conditions of time and change in home ownership. Certain metal coating suppliers provide warranties on materials sold to us that mitigate the costs incurred by us. Reserves for future warranty costs are provided based on management’s estimates utilizing an actuarial calculation performed by an independent actuary which projects future remedy costs using historical data trends of claims incurred, claim payments, sales history of products to which such costs relate and other factors.

As a result of the Merger and the application of purchase accounting, we adjusted our warranty reserves to represent an estimate of the fair value of the liability as of the closing date of the Merger. The estimated fair value of the liability was based on an actuarial calculation performed by an independent actuary which projected future remedy costs using historical data trends of claims incurred, claims payments and sales history of products to which such costs relate. The fair value of the expected future remedy costs related to products sold prior to the Merger was based on the actuarially determined estimates of expected future remedy costs and other factors and assumptions we believe market participants would use in valuing the warranty reserves. These other factors and

assumptions included inputs for claims administration costs, confidence adjustments for uncertainty in the estimates of expected future remedy costs and a discount factor to arrive at the liability at the date of the Merger. The excess of the estimated fair value over the expected future remedy costs of $9.5 million, which was included in our warranty reserve at the date of the Merger, is being amortized as a reduction of warranty expense over the expected term such warranty claims will be satisfied. The remaining unamortized amount at December 29, 2012 is $7.9 million. Prior to the Merger, the reserves for future warranty costs were based on our estimates of such future costs. We believe that the adopted actuarial method provides us additional information to base our estimates of the expected future remedy costs and is a preferable method for estimating warranty reserves. The provision for warranties is reported within cost of sales in the consolidated statements of comprehensive loss.

Pensions

Our pension costs are developed from actuarial valuations. Inherent in these valuations are key assumptions including discount rates and expected return on plan assets. In selecting these assumptions, management considers current market conditions, including changes in interest rates and market returns on plan assets.

We used weighted-average discount rates of 4.54% and 5.17% as of December 29, 2012 to determine the net periodic pension costs for the domestic and foreign pension plans, respectively. A 100 basis point increase in the discount rate would decrease 2013 net periodic pension costs by approximately $0.1 million and $0.4 million for the domestic and foreign pension plans, respectively. A 100 basis point decrease in the discount rate would increase 2013 net periodic pension costs by approximately $0.7 million and $0.5 million for the domestic and foreign pension plans, respectively.

We used weighted-average long-term rate of return on assets of 7.50% and 6.50% as of December 29, 2012 to determine the net periodic pension costs for the domestic and foreign pension plans, respectively. A 100 basis point increase in the long-term rate of return would decrease 2013 net periodic pension costs by approximately $0.5 million and $0.6 million for the domestic and foreign pension plans, respectively. A 100 basis point decrease in the long-term rate of return would increase 2013 net periodic pension costs by approximately $0.5 million and $0.6 million for the domestic and foreign pension plans, respectively.

Changes in the related pension benefit costs may occur in the future due to changes in assumptions.

Recent Accounting Pronouncements

In February 2013, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2013-02, Comprehensive Income (Topic 220): Reporting of Amounts Reclassified Out of Accumulated Other Comprehensive Income (“ASU 2013-02”). ASU 2013-02 requires the disclosure of additional information about reclassification adjustments, including (1) changes in accumulated other comprehensive income balances by component and (2) significant items reclassified out of accumulated other comprehensive income. Required disclosures include disaggregation of the total change of each component of other comprehensive income and the separate presentation of reclassification adjustments and current-period other comprehensive income. In addition, ASU 2013-02 requires the presentation of information about significant items reclassified out of accumulated other comprehensive income by component either on the face of the statement where net income is presented or as a separate disclosure in the notes to the financial statements. The new disclosure requirements are effective, prospectively, for fiscal years, and interim periods within those years, beginning after December 15, 2012. ASU 2013-02 concerns presentation and disclosure

only. Adoption of the provisions of ASU 2013-02 at the beginning of 2013 did not have an impact on our consolidated financial position, results of operations or cash flows.

In July 2012, the FASB issued ASU No. 2012-02, Intangibles—Goodwill and Other (Topic 350): Testing Indefinite-Lived Intangible Assets for Impairment (“ASU 2012-02”). ASU 2012-02 permits an entity first to assess qualitative factors to determine whether it is more likely than not that an indefinite-lived intangible asset is impaired. If an entity determines that it is not more likely than not that the asset is impaired, the entity will have the option not to calculate annually the fair value of an indefinite-lived intangible asset. The more-likely-than-not threshold is defined as having a likelihood of more than 50 percent. ASU 2012-02 is effective for annual and interim impairment tests performed for fiscal years beginning after September 15, 2012, with early adoption permitted. Adoption of the provisions of ASU 2012-02 at the beginning of 2013 did not have an impact on our consolidated financial position, results of operations or cash flows.

BUSINESS

General

We are a leading, vertically integrated manufacturer and distributor of exterior residential building products in the United States and Canada. We produce a comprehensive offering of exterior building products, including vinyl windows, vinyl siding, vinyl railing and fencing, aluminum trim coil, aluminum and steel siding and related accessories, which we produce at our 11 manufacturing facilities. We also sell complementary products that are manufactured by third parties, such as roofing materials, cladding materials, insulation, exterior doors, equipment and tools and provide installation services. We distribute these products through our extensive dual-distribution network to over 50,000 professional exterior contractors, builders and dealers, whom we refer to as our “contractor customers.” This dual-distribution network consists of 123 company-operated supply centers, through which we sell directly to our contractor customers, and our direct sales channel, through which we sell to more than 275 independent distributors, dealers and national account customers. The products we sell are generally marketed under our brand names, such as Alside^®, Revere^®, Gentek^®, UltraGuard^® and Preservation^®. Our product sales of vinyl windows, vinyl siding, metal products and third-party manufactured products comprised approximately 31%, 20%, 15% and 27%, respectively, of our net sales for the year ended December 29, 2012. For the year ended December 29, 2012, we had net sales of $1,142.5 million, Adjusted EBITDA of $96.4 million and a net loss of $38.4 million. For the quarter ended March 30, 2013, we had net sales of $209.0 million, Adjusted EBITDA of $(1.3) million and a net loss of $31.3 million. For the definition of Adjusted EBITDA and a presentation of net income (loss) calculated in accordance with generally accepted accounting principles (“GAAP”), and reconciliation of Adjusted EBITDA to net income (loss), see “Prospectus Summary—Summary Historical Condensed Consolidated Financial Data” and “Prospectus Summary—Adjusted EBITDA.” Adjusted EBITDA is a non-GAAP financial measure and should not be considered as a substitute for other measures of liquidity or financial performance reported in accordance with GAAP.

Our company-operated supply centers provide “one-stop” shopping to our contractor customers by carrying the products, accessories and tools necessary to complete a project. In addition, our supply centers provide value-added services, including marketing support, installation support, technical support and warranty services that become a part of our contractor customers’ workflows, and these services form a critical component of the contractors’ offering to end consumers. Many of our supply centers also offer full-service product installation of our window, siding and third-party products through our ISS group. Our ISS group provides a turn-key solution for remodeling dealers and builders who benefit from purchasing bundled products and installation from a single source, allowing them to focus on generating new business. For the year ended December 29, 2012 and the quarter ended March 30, 2013, approximately 75% and 73%, respectively, of our net sales were generated through our network of supply centers.

We estimate that, for the year ended December 29, 2012, approximately 70% of our net sales were generated in the R&R market and approximately 30% of our net sales were generated in the residential new construction market. We believe that the strength of our products and distribution network has resulted in strong brand loyalty and longstanding relationships with our contractor customers and has enabled us to develop and maintain a leading position in the markets that we serve. In addition, we believe that our focus on the R&R market provides us with a more attractive market than residential new construction due to the relative stability in demand, superior competitive dynamics and higher profit margins available in R&R.

Our Competitive Strengths

We believe that we are well-positioned in our industry, and we expect to utilize our strengths to capture additional market share from our competitors. Our key competitive strengths include:

Leading Market Position

Differentiated Dual-Distribution Network

Company-Operated Supply Centers. We believe that our network of 123 U.S. and Canadian company-operated supply centers offers a superior distribution channel compared to the traditional network of third-party distributors and dealers used by our major competitors. Third-party distributors and dealers typically carry an assortment of brands and may not focus on any particular brand. Moreover, third-party distributors and dealers own the contractor relationships—acting as intermediaries between the contractors and the manufacturers. We, on the other hand, have built dedicated longstanding relationships directly with our contractor customers through our supply centers. In addition, we believe that distributing our products through our vertically integrated network of company-operated supply centers provides a compelling value proposition for our contractor customers through (1) comprehensive service offerings (including marketing and sales support, aftermarket service and private label and customized offerings), (2) integrated logistics between our manufacturing and distribution facilities (driving product availability and fulfillment) and (3) “one-stop” shopping. In addition, we believe that our supply centers facilitate innovation by allowing us to directly monitor developments in local customer preferences and to bring products to market faster. We also

believe that our supply centers have played a critical role in helping us to establish our more than 430 person industry-leading sales force. By allowing our sales force to concentrate on and develop expertise in a single company’s product and service offerings, our supply center network also offers a compelling value proposition to top sales talent.

Entrenched Customer Relationships

Comprehensive Product and Service Offering

We believe that our broad product offering is a key advantage relative to competitors who focus on a limited number of products. We manufacture a diverse mix of vinyl windows, vinyl siding, vinyl railing and fencing, aluminum trim coil, aluminum and steel siding and related accessories. Furthermore, we offer broad product lines, ranging from entry-level economy products to premium products, including many products that have earned the highest ENERGY STAR^® rating. All of our windows for the R&R market are made to order and are custom manufactured to existing window openings. We are in the process of a significant enhancement to our window platform to be launched in 2014, which we believe will result in increased energy efficiency, enhanced aesthetics and additional features and benefits. We utilize our supply center distribution base to sell complementary products to our core window and siding product offerings, such as roofing and insulation products. We believe our contractor customers often install more than one product type and prefer to purchase multiple products from a single source, and we aim to offer a one-stop solution for these customers. In total, we sell more than 2,000 products, and we believe our longstanding commitment to product innovation will help us continue to drive the expansion of our product offering.

We combine this strong product and brand portfolio with outstanding service offerings, which we believe differentiates us and helps us strengthen our customer relationships. Our contractor customers require significant support in order to effectively sell and install products. Whether through lead generation, marketing materials, product delivery or installation support, our service offerings allow our contractor customers to generate new business, differentiate themselves to end consumers and efficiently manage their installation resources. Our ISS offering, through which we provide full-service product installation services for our vinyl siding, vinyl window and third-party products, and our private label program are two examples of offerings that other manufacturers typically are unable to provide on their own.

Superior, Vertically Integrated Operating Model

Attractive Financial Model

We believe that we have multiple levers that will continue to drive our growth beyond the continued recovery in the residential new construction and R&R markets. We believe that the recent implementation of AMES, which focuses on the implementation of lean principles throughout our operations, coupled with our continued focus on operating efficiency and quality, provides us with the opportunity for further margin expansion. In addition, we believe that we have an ability to drive our sales growth over and above the growth of the market, by increasing our penetration at our existing customers, expanding our base of company-operated supply centers and introducing new products to the market.

Experienced Management Team

Beginning in the third quarter of 2011, we added a highly experienced executive management team with a track record of operational excellence to the extensive industry experience of our

organization. Our Chief Executive Officer, Jerry Burris, spent over 20 years in various operating roles at General Electric Company, and most recently served as President of Precision Components at Barnes Group Inc., a manufacturer and distributor of aerospace and industrial components. Other members of our senior leadership team bring operating experience from American Standard Companies Inc., Barnes Group Inc., Danaher Corp., General Electric Company, Pernod Ricard SA, Rexnord Corp., Smith & Nephew plc and United Technologies Corp., among other firms. Through AMES, which was launched during 2012, we are leveraging the experiences of these executives to drive enhanced performance across both our manufacturing and distribution operations. The new additions to our management team complement a team of seasoned building materials industry veterans who bring extensive domain knowledge and customer intimacy. We believe this combination of blue-chip company executives coupled with building materials industry veterans positions us to deliver on our strategic imperatives of driving profitable growth, enhancing our customers’ experience and optimizing the efficiency of our capital deployed.

Our Strategy

Capitalize on Residential Recovery and Secular Trends

Favorable Long-Term Demand Drivers. We expect population growth, an aging housing stock and general economic growth to drive underlying demand for building products. Population growth and household formation are important drivers for both new home construction and R&R spending, requiring the construction of new homes and the alteration and expansion of existing homes. According to the American Housing Survey by the U.S. Census Bureau and the U.S. Department of Housing and Urban Development, more than 67% of the current U.S. housing stock was built before 1980 and the median estimated home age has increased from 23 years in 1985 to 37 years in 2011. In addition, expenditures for residential improvements and repairs grew at a 7.1% compound annual rate from 1995 through 2007, according to the U.S. Census Bureau. We believe the fundamentals listed above will drive long-term growth in our product categories and end markets.

repair and remodel decisions have been deferred since the global financial crisis began, creating substantial pent-up demand. Based on our estimates and industry data, we believe that the average amount of time that passes before consumers replace their existing windows and siding has increased by over 40% versus the rate of replacement prior to the financial crisis. We also believe that R&R spending has historically lagged new home construction spending. We expect that a more prolonged recovery in R&R spending will be driven by increasing consumer confidence, falling unemployment rates and increasing home equity values. The Leading Indicator of Remodeling Activity provided by the Joint Center for Housing Studies at Harvard University expects 19.7% and 19.8% year-over-year increases in home improvement spending for the third and fourth quarters of 2013. Additionally, approximately 30% of our revenues in fiscal year 2012 were generated from new residential construction. We believe this category will grow rapidly over the next several years as housing starts improve to rates that are more consistent with historical levels. According to the U.S. Census Bureau, seasonally adjusted single- and multi-family housing starts in 2012 were 780,000 compared to a 50-year average of 1.5 million.

Drive Incremental Same-Store Sales Growth

Expand Our Distribution Network

opening. We believe our ability to add company-operated supply centers while effectively maintaining our relationship with third-party distributors differentiates us from our competitors. We believe there is significant market capacity for additional supply centers: a company-commissioned study suggested that we have the opportunity to add more than 200 locations to our existing supply center network, which would more than double our current base of supply centers. In addition, in areas in which we believe an opportunity for expansion exists but where we do not intend to open new company-operated supply centers, we will selectively pursue additional independent distributor and dealer relationships to drive additional sales.

Innovate and Expand Our Product Portfolio

Drive Profitable Growth and Expand Margins

Over the past two years, we have focused on establishing an efficient operating platform in order to facilitate margin expansion and profitable growth. Following the addition of several key members to our management team, we developed and began implementing AMES. We believe that AMES positions us to significantly increase the efficiency of both our manufacturing and distribution operations. Our leadership team is focused on implementing predictable and repeatable processes, with the goal of more efficiently providing a broad range of high quality products with shorter lead times. We believe that these initiatives, combined with a substantially fixed cost base, should allow us to expand our margins as our revenues increase.

Products

Our core products are vinyl windows, vinyl siding, aluminum trim coil and aluminum and steel siding and accessories. For the year ended December 29, 2012 and the quarter ended March 30, 2013, vinyl windows and vinyl siding products together comprised approximately 51% of our net sales, while aluminum and steel products comprised approximately 15%. We also sell complementary products that are manufactured by third parties, such as roofing materials, insulation, exterior doors, vinyl siding in a shake and scallop design and installation equipment and tools.

We manufacture and distribute vinyl windows in the premium and standard categories, primarily under the Alside^®, Revere^®, Gentek^®, Alpine^® and Preservation^® brand names. Vinyl window performance and price vary across categories and are generally based on a number of differentiating factors, including method of construction and materials used. Premium and standard windows are primarily geared toward the repair and remodeling segment, while economy products are typically used in new construction applications. Our vinyl windows are available in a broad range of models, including fixed, double- and single-hung, horizontal sliding, casement and decorative bay, bow and garden, as well as patio doors. All of our windows for the repair and remodeling market are made to order and are custom-manufactured to existing window openings. Additional features include frames that do not require painting, tilt-in sashes for easy cleaning and high-energy efficiency glass packages. Most models offer multiple finish and glazing options and substantially all are accompanied by a limited lifetime warranty. Key offerings include Excalibur^®, a fusion-welded window featuring a slim frame design; Performance Series™, a new construction product with superior strength and stability; and Sheffield^® and UltraMaxx^®, an extra-thick premium window complete with higher-end options. Preservation^® is a high-end siding and window bundled program available to specific dealers on an exclusive basis. Most replacement window lines feature the Frameworks^® colors palette with seven interior woodgrains (White, Soft Maple, Rich Maple, Light Oak, Dark Oak, Foxwood and Cherry) and seven special exterior finishes (Architectural Bronze, English Red, Desert Clay, Hudson Khaki, Forest Green, American Terra and Castle Gray) along with solid colors of White, Beige and Almond/Clay.

We also manufacture and distribute vinyl siding and related accessories in the premium, standard and economy categories, primarily under the Alside^®, Revere^®, Gentek^® and Preservation^® brand names. Vinyl siding quality and price vary across categories and are generally based on rigidity, thickness, impact resistance, insulation benefits, color selection, ease of installation, as well as other factors. Premium and standard siding products are primarily geared towards the repair and remodeling segment, while economy products are typically used in new construction applications. Our vinyl siding is textured to simulate wood lap siding or shingles and is available in clapboard, Dutch lap and board-and-batten styles. Products are available in a wide palette of colors to satisfy individual aesthetic tastes. We also offer specialty siding products, such as shakes and scallops, beaded siding, insulated siding, extended length siding and variegated siding. Our product line is complemented by a broad array of color and style-matched accessories, including soffit, fascia and other components, which enable easy installation and provide numerous appearance options. All of our siding products are accompanied by limited 50-year to lifetime warranties. Key offerings include Charter Oak^®, a premium product whose TriBeam^® design system provides superior rigidity; Prodigy^®, a premium product that includes an attached insulating underlayment with a surface texture of finely milled cedar lumber; and Odyssey^®, an easy-to-install product designed for maximum visual appeal.

Our metal offerings include aluminum trim coil and flatstock, aluminum gutter coil, as well as aluminum and steel siding and accessories. These products are available in a broad assortment of colors, styles and textures and are color-matched to vinyl and other metal product lines with special features including multi-colored paint applications, which replicate the light and dark tones of the grain in natural wood. We offer steel siding in a full complement of profiles including 8”, vertical and Dutch lap. We manufacture aluminum siding and accessories in economy, standard and premium grades in a broad range of profiles to appeal to various geographic and contractor preferences. While aluminum siding sales are limited to niche markets, particularly Canada, aluminum accessories enjoy popularity in vinyl siding applications. All aluminum soffit colors match or complement our core vinyl siding colors, as well as those of several of our competitors.

We manufacture a broad range of painted and vinyl coated aluminum trim coil and flatstock for application in siding projects. Our innovative Color Clear Through^® and ColorConnect^® programs match core colors across our vinyl, aluminum and steel product lines, as well as those of other siding manufacturers. Trim coil and flatstock products are installed in most siding projects, whether vinyl,

brick, wood, stucco or metal, and are used to seal and finish exterior corners, fenestration and other areas. These products are typically formed on site by professional installers to fit such surfaces. As a result, due to its superior pliability, aluminum remains the preferred material for these products and is rarely substituted by other materials. Trim coil and flatstock represent a majority of our metal product sales.

We generally market our products under our brand names, including Alside^®, Revere^®, Gentek^®, Alpine^® and Preservation^®, and offer extensive product, sales and marketing support. A summary of our key window and siding product offerings is presented in the table below according to our product line classification:


Product Line	Window	Vinyl Siding/Soffit	Steel Siding	Aluminum Siding/Soffit
Premium	8000 Series Preservation Regency Sequoia Select Sheffield Sovereign UltraMaxx Westbridge Platinum	Alliance Soffit Beaded Premium Soffit Bennington Board and Batten Berkshire Beaded Centennial Beaded CenterLock Charter Oak Charter Oak Soffit Cypress Creek EnFusion Fairweather Greenbriar Soffit Northern Forest Elite Oxford Premium Soffit Premium Beaded Soffit Preservation Prodigy Sequoia Select Sequoia Select Soffit Sovereign Select Sovereign Select Soffit SuperSpan Soffit Trilogy TrimEssentials TrimWorks Williamsport Beaded	Cedarwood Driftwood	Aluminum HT Soffit Cedarwood Deluxe

Standard	Alpine 80 Series Berkshire Excalibur Fairfield 80 Sierra Signature Westbridge Elite	Advantage III Advantage Plus Amherst Berkshire Classic Concord Coventry Fair Oaks Odyssey Plus Signature Supreme Somerville III	Gallery Series Satinwood SuperGard SteelTek SteelSide

Product Line

Window

Vinyl Siding/Soffit

Steel Siding

Aluminum
Siding/Soffit

Economy

Alpine 70 Series

Amherst

Blue Print Series

Builder Series

Centurion

Concord

Fairfield 70 Series

Geneva

Performance Series

Aurora

Conquest

Driftwood

Aluminum Econ
Soffit Woodgrain
2000 Series

We also produce vinyl fencing and railing materials under the brand name UltraGuard^®, consisting of both agricultural and residential vinyl fencing components. We sell this product group to a single customer who fabricates the components into finished products and in turn sells the finished products through independent dealers and select Alside^® supply centers.

To complete our line of exterior residential building products, we also distribute building products manufactured by other companies. The third-party manufactured products that we distribute complement our exterior building product offerings and include such products as roofing materials, insulation, housewrap, exterior doors, vinyl and polypropylene siding in shake and scallop designs, shutters and accents, and installation equipment and tools. Third-party manufactured products comprised approximately 27% of our net sales for the year ended December 29, 2012 and approximately 24% of our net sales for the quarter ended March 30, 2013.

We earn higher gross profit margins on the products that we manufacture and sell than on third-party manufactured products that we sell through our supply centers. Based on our historical results, we expect that on average our gross profit margins on products that we manufacture will be approximately 3 to 4 percentage points, as a percent of revenue, higher than the gross profit margins we earn on third party products that we distribute.

Marketing and Distribution

We market exterior residential building products to over 50,000 professional exterior contractors (whom we refer to as our contractor customers) engaged in home remodeling and new home construction. Primary distribution consists of our 123 company-operated supply centers, through which we sell directly to our contractor customers, and our direct sales channel, through which we sell to more than 275 independent distributors, dealers and national account customers. Traditionally, most windows and siding are sold to the home remodeling marketplace through independent distributors. We believe we are the only major vinyl window and siding manufacturer that primarily markets products to contractors through company-operated supply centers. For the year ended December 29, 2012, approximately 75% of our net sales were generated through our company-operated supply centers and for the quarter ended March 30, 2013, approximately 73% of our net sales were generated through our company-operated supply centers.

benefit from purchasing bundled products and installation from a single source, allowing them to focus on generating new business.

Our contractor customers look to their local supply center to provide a broad range of specialty product offerings in order to maximize their ability to attract remodeling and home building customers. Many have established longstanding relationships with their local supply center based on individualized service and credit terms, quality products, timely delivery, breadth of product offerings, strong sales and promotional programs and competitive prices. We support our contractor customer base with marketing and promotional programs that include a wide range of product samples, sales literature, presentation materials, visualization software, and other sales and promotional materials. Professional contractors use these materials to sell remodeling construction services to prospective consumers. The consumer generally relies on the professional contractor to specify the brand of window or siding to be purchased, subject to the consumer’s price, color and quality requirements. Our daily contact with our contractor customers also enables us to closely monitor activity in each of the remodeling and new construction markets in which we compete. This direct presence in the marketplace permits us to obtain current local market information, which helps us recognize trends in the marketplace earlier and adapt our product offerings on a location-by-location basis.

We believe that our strategic approach to provide a comprehensive product offering is a key competitive advantage relative to competitors who focus on a limited number of products. We also believe that our supply centers provide “one-stop shopping” to meet the specialized needs of our contractor customers by distributing more than 2,000 building and remodeling products, including a broad range of company-manufactured vinyl windows, vinyl siding, aluminum trim coil, aluminum and steel siding and accessories and vinyl fencing and railing, as well as products manufactured by third parties. We believe that our supply centers have strong appeal to contractor customers and that the ability to provide a broad range of products is a key competitive advantage because it allows our contractor customers, who often install more than one product type, to acquire multiple products from a single source. In addition, we have historically achieved economies of scale in sales and marketing by deploying integrated, multiple product programs on a national, regional and local level. Many of our supply centers also offer full-service product installation of our window, siding and third-party products through our ISS group. Our ISS group provides a turn-key solution for remodeling dealers and builders who benefit from purchasing bundled products and installation from one resource.

We also sell the products we manufacture directly to independent distributors, dealers and national account customers in the U.S., many of which operate in multiple locations. Independent distributors comprise the industry’s primary market channel for the types of products that we manufacture and, as such, remain a key focus of our marketing activities. With our multi-brand offering, we can often provide these customers with distinct brands and differentiated product, sales and marketing support. Our distribution partners are carefully selected based on their ability to drive sales of our products, deliver high customer service levels and meet other performance factors. We believe that our strength in independent distribution provides us with a high level of operational flexibility because it allows us to penetrate key markets and expand our geographic reach without deploying the necessary capital to establish a company-operated supply center. This reach also allows us to service larger customers with a broader geographic scope, which we believe results in additional sales. For the year ended December 29, 2012, sales to independent distributors and dealers accounted for approximately 25% of our net sales. For the quarter ended March 30, 2013, sales to independent distributors and dealers accounted for approximately 27% of our net sales. Despite their aggregate lower percentage of total sales, our largest individual customers are among our direct dealers and independent distributors. In 2010, 2011 and 2012, sales to Window World, Inc. and its licensees represented approximately 14%, 13% and 13% of net sales, respectively.

Manufacturing

We produce our core products at our 11 manufacturing facilities. We fabricate vinyl windows at our facilities in Cuyahoga Falls, Ohio; Bothell, Washington; Cedar Rapids, Iowa; Kinston, North Carolina; Yuma, Arizona and London, Ontario. We operate vinyl extrusion facilities in West Salem, Ohio; Ennis, Texas and Burlington, Ontario. We also have two metal manufacturing facilities located in Woodbridge, New Jersey and Pointe Claire, Quebec.

Our window fabrication plants in Cuyahoga Falls, Ohio; Kinston, North Carolina; Cedar Rapids, Iowa and London, Ontario each use vinyl extrusions manufactured by the West Salem, Ohio extrusion facility for a portion of their production requirements and utilize high-speed welding and cleaning equipment for their welded window products. By internally producing a large portion of our vinyl extrusions, we believe we achieve higher product quality compared to only purchasing these materials from third-party suppliers. Our Bothell, Washington and Yuma, Arizona facilities also have short-term contracts to purchase a portion of their vinyl extrusions from a third-party supplier, which we typically renew on an annual basis.

Our window plants, which have the capacity to operate on a three-shift basis, generally operate on a two-shift basis. Our vinyl extrusion plants generally operate on a three-shift basis to optimize equipment productivity and utilize additional equipment to increase capacity to meet higher seasonal needs.

We estimate that, in 2012, we spent approximately $60 million on fixed costs in our plants (included in our costs of goods sold), relating to costs of operating a plant regardless of the volumes that we produce (including, but not limited to, plant management personnel and support expense, depreciation of plant fixed assets, rent expense and taxes).

Raw Materials

The principal raw materials used by us are vinyl resin, aluminum, steel, resin stabilizers and pigments, glass, window hardware and packaging materials, all of which are available from a number of suppliers and have historically been subject to price changes. Raw material pricing on certain of our key commodities has fluctuated significantly over the past several years. In response, we have announced price increases over the past several years on certain of our product offerings to offset inflation in raw material pricing and continually monitor market conditions for price changes as warranted. We have a contract with our resin supplier through December 2015 to supply substantially all of our vinyl resin requirements. We believe that other suppliers could meet our requirements for vinyl resin in the event of supply disruptions or upon the expiration of the contract with our current resin supplier.

Competition

The market for our products and services is highly competitive. We compete with numerous small and large manufacturers of exterior residential building products, as well as numerous large and small distributors of building products in our capacity as a distributor of these products. We focus primarily on the market for professional contractor customers. We focus primarily on the vinyl market within windows and siding. We also face competition from alternative materials: wood and aluminum in the window market and wood, masonry and fiber cement in the siding market. We believe, based on industry data and our estimates, that we hold leading market positions within the North American exterior residential building products market, including top five positions in the vinyl windows and vinyl siding segments, based on sales, and that our market position is stronger within the R&R market in the geographies we serve. We believe that we have one of the broadest manufacturing and distribution

footprints in North America in our industry, which allows us to service larger regional and national accounts that many of our competitors either cannot cover or can only do so by relying on a series of multiple independent distributors, and provides us capabilities that we believe make us a “go-to” provider of exterior building products for our customers.

Exterior building products manufacturers and distributors generally compete on price, product performance and reliability, service levels and sales and marketing support. Some of our competitors are larger in size and have greater financial resources than we do. While we believe we have been able to compete successfully in our industry to-date, there can be no assurance that we will be able to do so in the future.

Seasonality

Backlog

Our backlog of orders is not considered material to, or a significant factor in, evaluating and understanding our business. Our backlog is subject to fluctuation due to various factors, including the size and timing of orders and seasonality for our products, and is not necessarily indicative of the level of future sales. We did not have a significant manufacturing backlog at March 30, 2013.

Trademarks and Other Intangible Assets

We rely on trademark and other intellectual property law and protective measures to protect our proprietary rights. We have registered and common law rights in trade names and trademarks covering the principal brand names and product lines under which our products are marketed. Although we employ a variety of intellectual property in our business, we believe that none of that intellectual property is individually critical to our current operations.

Government Regulation and Environmental Matters

Our operations are subject to various U.S. and Canadian environmental statutes and regulations, including those relating to materials used in our products and operations; discharge of pollutants into the air, water and soil; treatment, transport, storage and disposal of solid and hazardous wastes; and remediation of soil and groundwater contamination. Such laws and regulations may also impact the cost and availability of materials used in manufacturing our products. Our facilities are subject to inspections by governmental regulators, which occur from time to time. While our management does not currently expect the costs of compliance with environmental requirements to increase materially, future expenditures may increase as compliance standards and technology change and as we expand our geographic coverage and grow our network of company-operated supply centers.

For information regarding pending proceedings relating to environmental matters, see “Legal Proceedings.”

Properties

Our operations include both owned and leased facilities as described below:


Location	Principal Use	Square Feet
Cuyahoga Falls, Ohio	Corporate Headquarters		70,000
Cuyahoga Falls, Ohio	Vinyl Windows		577,000
Bothell, Washington	Vinyl Windows		159,000	(1)
Yuma, Arizona	Vinyl Windows		223,000	(1)(4)
Cedar Rapids, Iowa	Vinyl Windows		259,000	(1)
Kinston, North Carolina	Vinyl Windows		319,000	(1)
London, Ontario	Vinyl Windows		60,000
Burlington, Ontario	Vinyl Siding Products		387,000	(2)
Ennis, Texas	Vinyl Siding Products		538,000	(3)
West Salem, Ohio	Vinyl Window Extrusions, Vinyl Fencing and Railing		173,000
Pointe Claire, Quebec	Metal Products		278,000
Woodbridge, New Jersey	Metal Products		318,000	(1)
Ashtabula, Ohio	Distribution Center		297,000	(1)

(1)	Leased facilities.

(2)	We lease a portion of our warehouse space in this facility.

(3)	Includes a 237,000 square foot warehouse that was built during 2005, which, along with the land under the warehouse, is leased.

(4)	The land for this facility is owned by us, but we lease the use of the building.

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

We also operate 123 supply centers in major metropolitan areas throughout the U.S. and Canada. Except for one owned location in Akron, Ohio, we lease our supply centers for terms generally ranging from five to seven years with renewal options. The supply centers range in size from 6,000 square feet to 74,000 square feet depending on sales volume and the breadth and type of products offered at each location.

The leases for our window plants expire in 2015 for the Bothell, Yuma and Kinston locations and in 2020 for the Cedar Rapids location. The leases for the Yuma and Kinston locations are renewable at our option for two additional five-year periods and one additional five-year period, respectively.

The lease for the warehouse at our Ennis location expires in 2020. In 2009, we transitioned the majority of the distribution of our U.S. vinyl siding products to a center located in Ashtabula, Ohio and committed to a plan to discontinue use of our warehouse facility adjacent to our Ennis, Texas vinyl manufacturing facility. The lease for the warehouse at our Ashtabula location expires in December 2013. The leases for our Burlington warehouse and our Woodbridge location expire in March 2014 and December 2014, respectively.

Employees

Our employment needs vary seasonally with sales and production levels. As of March 30, 2013, we had approximately 2,600 full-time employees, including approximately 1,290 hourly workers. We had approximately 210 employees in the U.S. and approximately 280 employees in Canada located at unionized facilities covered by collective bargaining agreements. We consider our labor relations to be good.

We utilize leased employees to supplement our own workforce at our manufacturing facilities. As of March 30, 2013, the aggregate number of leased employees in our manufacturing facilities on a full-time equivalency basis is approximately 1,100 workers.

Legal Proceedings

We are involved from time to time in litigation arising in the ordinary course of business, none of which, after giving effect to existing insurance coverage, is expected to have a material adverse effect on our financial position, results of operations or liquidity. From time to time, we are also involved in proceedings and potential proceedings relating to environmental and product liability matters.

Environmental Claims

The Woodbridge, New Jersey facility is currently the subject of an investigation and/or remediation before the New Jersey Department of Environmental Protection (“NJDEP”) under ISRA Case No. E20030110 for our indirect wholly owned subsidiary, Gentek Building Products, Inc. (“Gentek”). The facility is currently leased by Gentek. Previous operations at the facility resulted in soil and groundwater contamination in certain areas of the property. In 1999, the property owner and Gentek signed a remediation agreement with NJDEP, pursuant to which the property owner and Gentek agreed to continue an investigation/remediation that had been commenced pursuant to a Memorandum of Agreement with NJDEP. Under the remediation agreement, NJDEP required posting of a remediation funding source of approximately $100,000 that was provided by Gentek under a self-guarantee as of December 31, 2011. In March 2012, the self-guarantee was replaced by a $228,000 standby letter of credit provided to the NJDEP. In May 2013, the amount of the standby letter of credit was increased to $339,500. Although investigations at this facility are ongoing and it appears probable that a liability will be incurred, we cannot currently estimate the amount of liability that may be associated with this facility as the delineation process has not been completed. We believe this matter will not have a material adverse effect on our financial position, results of operations or liquidity.

Product Liability Claims

On September 20, 2010, Associated Materials and its subsidiary, Gentek Buildings Products, Inc. (“Gentek”), were named as defendants in an action filed in the United States District Court for the Northern District of Ohio, captioned Donald Eliason, et al. v. Gentek Building Products, Inc., et al (the “Eliason complaint”). The complaint was filed by a number of individual plaintiffs on behalf of themselves and a putative nationwide class of owners of steel and aluminum siding products manufactured by Associated Materials and Gentek or their predecessors. The plaintiffs assert a breach of express and implied warranty, along with related causes of action, claiming that an unspecified defect in the siding causes paint to peel off the metal and that Associated Materials and Gentek have failed adequately to honor their warranty obligations to repair, replace or refinish the defective siding. Plaintiffs seek unspecified actual and punitive damages, restitution of monies paid to the defendants and an injunction against the claimed unlawful practices, together with attorneys’ fees, costs and interest. Since such time that the Eliason complaint was filed, seven additional putative class actions have been filed.

On January 26, 2012, we filed a motion to coordinate or consolidate the actions as a multidistrict litigation. Plaintiffs in all cases agreed to a temporary stay while the Judicial Panel on Multidistrict Litigation considered the motion. On April 17, 2012, the Panel issued an order denying our motion to consolidate on the basis that since all plaintiffs’ have agreed to voluntarily dismiss their actions and re-file their cases in the Northern District of Ohio, there is no need to formally order the consolidation. On May 3, 2012, a complaint was filed in the Northern District of Ohio, consolidating the five actions that previously had been pending in other states (the “Patrick action”). On July 20, 2012, plaintiffs in the

three actions already pending in the Northern District of Ohio filed a motion to consolidate those actions with the Patrick action, but specifically requesting that the first-filed action by plaintiff Eliason be permitted to proceed under a separate caption and on its own track. That same day, the Court issued an order requiring the parties to advise if any party objects to consolidation and requiring the parties to submit a joint consolidated pretrial schedule within ten days. Defendants filed a motion consenting to consolidation but requesting that all cases be consolidated under a single caption and proceed on a single track. On September 6, 2012, the Court issued an order granting defendants’ request for consolidation of all cases under a single caption, proceeding on a single track. The Court also ordered plaintiffs to file their single consolidated amended complaint by September 19, 2012, which plaintiffs did.

The Court also conducted a case management conference on September 5, 2012. At that conference, the Court deferred setting most case deadlines to permit the parties to attempt to resolve the case by mediation. A non-binding mediation was held on November 13, 2012. Subsequent to the mediation, on February 13, 2013, we entered into a Settlement Agreement and Release of Claims (the “Settlement”) with the named plaintiffs. A preliminary approval hearing was held by the Court on March 4, 2013 and the Settlement was preliminarily approved by the Court on March 5, 2013. The Settlement remains subject to final approval by the Court. The Court has scheduled an August 1, 2013 fairness hearing on the Settlement, following that hearing the Court may issue a final judgment and order approving the Settlement.

The Settlement provides for the certification of a class for settlement purposes only of commercial and residential property owners who purchased steel siding manufactured and warranted by us during the period January 1, 1991 to the date on which notice of the proposed Settlement is first sent to settlement class members and whose siding allegedly experienced “Steel Peel,” which is characterized for the purposes of settlement by the separation of any layer of the finish on the steel siding from the steel siding itself. Subject to the terms and conditions of the Settlement, we have agreed that (1) the first time an eligible settlement class member submits a valid Steel Peel warranty claim for siding, we will, at our option, repair or replace the siding or, at such class member’s option, make a cash settlement payment to such class member equal to the cost to us of the repair or replacement option selected by us; (2) the second time such class member submits a valid Steel Peel warranty claim for the same siding, the same options will be available; and (3) the third time such a claim is submitted, such class member may elect to have us either refinish or replace the siding or may elect to receive a one-time $8,000 payment. If the $8,000 payment option is chosen, we will have no further obligation to such class member in connection with the warranty.

Under the Settlement, we have agreed to pay the sum of $2.5 million to compensate class counsel for attorneys’ fees and litigation expenses incurred and to be incurred in connection with the lawsuit. We will also pay the costs associated with executing the notice provisions of the Settlement, which are estimated to be approximately $0.6 million. We expect to incur additional warranty costs associated with the Settlement, however, we do not believe the incremental costs, which currently cannot be estimated for recognition purposes, will be material.

The Settlement does not constitute an admission of liability, culpability, negligence or wrongdoing on our part, and we believe we have valid defenses to the claims asserted. Upon final approval by the court, the Settlement will release all claims that were or could have been asserted against us in the lawsuit or that relate to any aspect of the subject matter of the lawsuit.

Other environmental claims and product liability claims are administered by us in the ordinary course of business, and we maintain pollution and remediation and product liability insurance covering certain types of claims. Although it is difficult to estimate our potential exposure to these matters, we believe that the resolution of these matters will not have a material adverse effect on our financial position, results of operations or liquidity.

MANAGEMENT

Executive Officers and Directors

The following table sets forth information about our directors and executive officers as of June 30, 2013:


Name	Age	Position
Jerry W. Burris	50	President, Chief Executive Officer and Director
Paul Morrisroe	50	Senior Vice President and Chief Financial Officer
Robert C. Gaydos	49	Senior Vice President, Operations
James T. Kenyon	55	Senior Vice President and Chief Human Resources Officer
Kenneth James	61	General Counsel and Secretary
David S. Nagle	49	President, AMI Distribution
Brad S. Beard	46	Senior Vice President, New Business Development and National Account Sales and Services
David L. King	54	Senior Vice President of Direct Sales
Erik D. Ragatz	40	Director, Chairman of the Board of Directors
Charles A. Carroll	63	Director
Dana R. Snyder	66	Director
Robert B. Henske	52	Director
Adam B. Durrett	32	Director

Set forth below is a brief description of the business experience of the directors and executive officers. All of our officers serve at the discretion of our board of directors.

Jerry W. Burris, Age 50. Mr. Burris has been our President and Chief Executive Officer since September 12, 2011. Before joining us, Mr. Burris served as President of Precision Components at Barnes Group Inc. from October 2008 to May 2011 and President of Barnes Industrial from July 2006 to September 2008. Previously, Mr. Burris served in various management roles at General Electric Company, including as President and Chief Executive Officer of Advanced Materials Quartz & Ceramics in 2006 and General Manager of Global Services for GE Healthcare from 2003 to 2006. Since 2007, Mr. Burris has also served on the board of directors of Pentair, Inc., a global diversified manufacturing company. Mr. Burris’ over 20 years of experience in management and executive positions at manufacturing and logistical services companies provides the board of directors with valuable insight regarding strategic decisions and our overall direction. Mr. Burris’ detailed knowledge of our operations, finances, strategies and industry qualify him to serve as our President and Chief Executive Officer and as a member of the board of directors.

Paul Morrisroe, Age 50. Mr. Morrisroe has been our Senior Vice President, Chief Financial Officer and Secretary since February 27, 2012. Before joining us, Mr. Morrisroe served in various management positions within Barnes Group Inc., including as Vice President of Finance, Precision Components from April 2011 to February 2012, Vice President, Internal Audit from February 2009 to March 2011, Barnes Industrial Group Controller from 2005 to 2008, Barnes Aerospace Group Controller from 2000 to 2004 and Director of Accounting and Planning from 1997 to 2000. Mr. Morrisroe held various roles with United Technologies Corporation from 1991 to 1997 and served as an auditor at Arthur Andersen LLP from 1986 to 1991.

Robert C. Gaydos, Age 49. Mr. Gaydos has been our Senior Vice President, Operations since August 1, 2011. Before joining us, Mr. Gaydos served as Senior Vice President, Global Operations—Orthopaedics Division and CT/Biologics Division from August 2008 to July 2011 and Vice President,

Global Operations—Reconstructive Division from September 2004 to August 2008 of Smith & Nephew, Inc., a global medical technology business. Mr. Gaydos’ previous experience included roles at American Standard Companies Inc., Ingersoll-Rand, Inc., Nissan Forklift Corporation and Lincoln Electric Company.

James T. Kenyon, Age 55. Mr. Kenyon has been our Senior Vice President and Chief Human Resources Officer since June 4, 2012. Before joining us, Mr. Kenyon served as the Vice President, Human Resources at Rexnord Corporation’s Water Management Platform from 2010 through 2012. Mr. Kenyon also served as Vice President Human Resources for OM Group from 2008 to 2009. Mr. Kenyon held various roles with Danaher Corporation from 1996 to 2007 including Vice-President Human Resources for its Hand Tool Platform.

Kenneth James, Age 61. Mr. James has been our General Counsel since May 15, 2013. Before joining us, Mr. James served as Senior Counsel and Deputy General Counsel at Pernod Ricard USA, LLC from 2006 through 2012. Mr. James served as a principal of The James Group from 2004 to 2006. Mr. James also served as Vice President and Assistant General Counsel for Diageo North, Inc. from 2000 to 2003. Mr. James served as Counsel with General Electric Company, Lighting Business Group from 1990 to 2000.

David S. Nagle, Age 49. Mr. Nagle has been our President, AMI Distribution since February 20, 2012. Before joining us, Mr. Nagle was Corporate Vice President, Business Performance at J.D. Irving Limited of the Irving Group of Companies from January 2010 through December 2011. Mr. Nagle held several positions within Barnes Group Inc. from 2004 to 2010 including President, Barnes Distribution North America from 2007 to 2010, Vice President/General Manager, Associated Spring Raymond from 2006 to 2007 and Vice President, Operations, Barnes Distribution from 2004 to 2006. Prior to working for Barnes Group Inc., Mr. Nagle held various positions within General Electric Company from 1985 to 2004.

Brad S. Beard, Age 46. Mr. Beard was named Senior Vice President, New Business Development and National Account Sales and Services on February 20, 2012 after serving as our Vice President of AMI Distribution since December 2010. Mr. Beard joined our company in 2002 and has held various positions within the distribution business, most recently as Regional Vice President.

David L. King, Age 54. Mr. King was named Senior Vice President of Direct Sales on February 15, 2013. Mr. King has been with our company for 16 years, most recently as our Senior Vice President, AMI Sales since 2008. Prior to 2008, Mr. King served as our Vice President, National Credit manager.

Erik D. Ragatz, Age 40. Mr. Ragatz has been a director and the Chairman of the board of directors since October 2010. Mr. Ragatz is a Managing Director at Hellman & Friedman LLC. Before joining Hellman & Friedman LLC in 2001, Mr. Ragatz was a vice-president with Pacific Equity Partners in Sydney, Australia and an associate with Bain Capital in Boston, Massachusetts. Mr. Ragatz also worked as a management consultant for Bain & Company in San Francisco, California. Mr. Ragatz previously served as Chairman of the board of directors of Goodman Global Group, Inc. Mr. Ragatz was a member of the boards of directors of Texas Genco, LLC, Sheridan Holdings, Inc. and LPL Investment Holdings, Inc. As a member of the board of directors, Mr. Ragatz contributes his financial and capital markets expertise and draws on his years of experience with Hellman & Friedman LLC. Mr. Ragatz also brings his insight into the proper functioning and role of corporate boards of directors, gained through his years of service on the boards of directors of Hellman & Friedman LLC’s portfolio companies.

Charles A. Carroll, Age 63. Mr. Carroll has been a director since October 2010. Mr. Carroll served as President and Chief Executive Officer of Goodman Global, Inc. from September 2001 to April 2008.

Before joining Goodman Global, Inc., Mr. Carroll served as President and Chief Executive Officer of Amana Appliances from January 2000 to July 2001, when substantially all of the assets of Amana Appliances were acquired by Maytag Corporation. From 1971 to March 1999, Mr. Carroll was employed by Rubbermaid, Inc. where, from 1993, he held the position of President and Chief Operating Officer and was a member of the board of directors. Mr. Carroll was previously a member of the board of directors of Goodman Global Group, Inc. Mr. Carroll contributes his knowledge of the building products industry, as well as substantial experience developing corporate strategy and assessing emerging industry trends and business operations, which make him well-qualified to serve as a member of the board of directors.

Dana R. Snyder, Age 66. Mr. Snyder has been a director since November 2010. From December 2004 to October 2010, Mr. Snyder served as a director of AMH Holdings II, Inc. Mr. Snyder also served as our Interim Chief Executive Officer from June 2011 through September 2011 and our Interim President and Chief Executive Officer from July 2006 through September 2006. Previously, Mr. Snyder was an executive with Ply Gem Industries, Inc. and The Stolle Corporation and served on the board of directors of Werner Ladder from 2004 to 2007. Mr. Snyder’s valuable experience in general management, manufacturing operations, sales and marketing, as well as cost reduction and acquisitions, adds value and extensive knowledge regarding our industry and evaluation of certain strategic alternatives. In addition, he has experience evaluating the financial and operational performance of companies within the building products industry. Mr. Snyder’s service as our Interim President and Chief Executive Officer and Interim Chief Executive Officer gave him an understanding of the financial and business issues relevant to us and make him well-qualified to serve as a member of the board of directors.

Robert B. Henske, Age 52. Mr. Henske has been a director since October 2010. Mr. Henske has served as a Managing Director at Hellman & Friedman LLC since July 2007. From May 2005 until July 2007, he served as Senior Vice President and General Manager of the Consumer Tax Group of Intuit Inc. He was Intuit’s Chief Financial Officer from January 2003 to September 2005. Before joining Intuit, he served as Senior Vice President and Chief Financial Officer of Synopsys, Inc. from May 2000 until January 2003. From January 1997 to May 2000, Mr. Henske was a Partner at Oak Hill Capital Management, a Robert M. Bass Group private equity investment firm. Mr. Henske is Chairman of the boards of directors of Ellucian and OpenLink Financial and also serves on the board of directors of VeriFone Systems, Inc. Mr. Henske was previously a member of the boards of directors of Activant Solutions, Inc., IRIS Software Group Limited, SSP Holdings plc., Goodman Global Group, Inc., Williams Scotsman, Inc., Grove Worldwide L.L.C., Reliant Building Products, Inc. and American Savings Bank. As a member of the board of directors, Mr. Henske contributes his financial and capital markets expertise and draw on his years of experience as a private equity investor and corporate executive. Mr. Henske also brings his insight into the proper functioning and role of corporate boards of directors, gained through his years of service on various boards of directors.

Adam B. Durrett, Age 32. Mr. Durrett has been a director since October 2010. Mr. Durrett is a Director at Hellman & Friedman LLC. Before joining Hellman & Friedman LLC in 2005, Mr. Durrett worked in the Media and Telecommunications Mergers and Acquisitions Department of Morgan Stanley & Co. in New York from 2003 to 2005. In addition, Mr. Durrett was a member of the Grosvenor Capital Management LP Advisory Board during 2011. As a member of the board of directors, Mr. Durrett contributes his financial expertise and draws on his years of experience with Hellman & Friedman LLC and in other financial positions.

Board of Directors

Our business and affairs are managed under the direction of our board of directors. Our board of directors currently consists of Messrs. Burris, Ragatz, Carroll, Snyder, Henske and Durrett. Following the completion of this offering, we expect our Board of Directors to initially consist of directors,

of whom will be independent. Our directors were elected by the H&F Investors pursuant to the Stockholders Agreement. For a discussion regarding the Stockholders Agreement, please refer to “Certain Relationships and Related Party Transactions—Stockholders Agreement.”

In accordance with our amended and restated certificate of incorporation which will be in effect upon the closing of this offering, our board of directors will be divided into three classes with staggered three-year terms. At each annual meeting of stockholders after the initial classification, the successors to the directors whose terms will then expire will be elected to serve from the time of election and qualification until the third annual meeting following their election. Our directors will be divided among the three classes as follows:

Our class I directors will be and and their term will expire at the annual meeting of stockholders to be held in 2014.

Our class II directors will be and and their term will expire at the annual meeting of stockholders to be held in 2015.

Our class III directors will be and and their term will expire at the annual meeting of stockholders to be held in 2016.

Any additional directorships resulting from an increase in the number of directors will be distributed among the three classes so that, as nearly as possible, each class will consist of one-third of the directors. This classification of our board of directors may have the effect of delaying or preventing a change of our management or a change in control.

Background and Experience of Directors

When considering whether directors and nominees have the experience, qualifications, attributes or skills, taken as a whole, to enable our board of directors to satisfy its oversight responsibilities effectively in light of our business and structure, the board of directors focused primarily on each person’s background and experience as reflected in the information discussed in each of the directors’ individual biographies set forth above. We believe that our directors provide an appropriate mix of experience and skills relevant to the size and nature of our business. Once appointed, directors serve until they resign or are terminated by the stockholders.

Role of Board of Directors in Risk Oversight

The board of directors has extensive involvement in the oversight of risk management related to us and our business and accomplishes this oversight through the regular reporting by the Audit Committee. The Audit Committee represents the board of directors by periodically reviewing our accounting, reporting and financial practices, including the integrity of our financial statements, the surveillance of administrative and financial controls and our compliance with legal and regulatory requirements. Through its regular meetings with management, including the finance, legal, and internal audit functions, the Audit Committee reviews and discusses all significant areas of our business and summarizes for the board of directors all areas of risk and the appropriate mitigating factors. In addition, our board of directors receives periodic detailed operating performance reviews from management.

Controlled Company Exception

After the completion of this offering, the H&F Investors will continue to beneficially own more than 50% of our common stock and voting power. As a result, (x) under certain provisions of our amended and restated bylaws which will be in effect upon the closing of this offering, the H&F Investors will be

entitled to nominate at least a majority of the total number of directors comprising our board of directors (see “Certain Relationships and Related Party Transactions—Stockholders Agreement”) and (y) we will be a “controlled company” as that term is set forth in Section 303A of the NYSE Listed Company Manual or Nasdaq rules, as applicable. Under the NYSE or Nasdaq, as applicable, corporate governance standards, a company of which more than 50% of the voting power is held by an individual, group or another company is a “controlled company” and may elect not to comply with certain corporate governance standards, including (1) the requirement that a majority of the board of directors consist of independent directors, (2) the requirement that we have a compensation committee that is composed entirely of independent directors with a written charter addressing the committee’s purpose and responsibilities, (3) the requirement that we have a nominating and corporate governance committee that is composed entirely of independent directors with a written charter addressing the committee’s purpose and responsibilities and (4) the requirement for an annual performance evaluation of the nominating and corporate governance and compensation committees. Following this offering, we intend to utilize these exemptions. As a result, following this offering, we will not have a majority of independent directors on our board of directors; and we will not have a nominating and corporate governance committee or a compensation committee that is composed entirely of independent directors. Also, such committee will not be subject to annual performance evaluations. Accordingly, you will not have the same protections afforded to stockholders of companies that are subject to all of the NYSE or Nasdaq, as applicable, corporate governance requirements. In the event that we cease to be a “controlled company,” we will be required to comply with these provisions within the transition periods specified in the NYSE or Nasdaq, as applicable, corporate governance rules.

Committees of the Board of Directors

After the completion of this offering, the standing committees of our board of directors will consist of an Audit Committee, a Compensation Committee and a Nominating and Corporate Governance Committee.

Our president and chief executive officer and other executive officers will regularly report to the non-executive directors and the Audit, the Compensation and the Nominating and Corporate Governance Committees to ensure effective and efficient oversight of our activities and to assist in proper risk management and the ongoing evaluation of management controls. The director of internal audit will report functionally and administratively to our chief financial officer and directly to the Audit Committee. We believe that the leadership structure of our board of directors provides appropriate risk oversight of our activities given the controlling interests held by the H&F Investors.

Audit Committee

The members of our current Audit Committee are Messrs. , and . Upon the completion of this offering, we expect to have an Audit Committee, consisting of , and . Messrs. , and qualify as independent directors under NYSE or Nasdaq, as applicable, corporate governance standards and the independence requirements of Rule 10A-3 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Our board of directors has determined that qualifies as an “audit committee financial expert” as such term is defined in Item 407(d)(5) of Regulation S-K.

The purpose of the Audit Committee will be to prepare the audit committee report required by the SEC to be included in our proxy statement and to assist our board of directors in overseeing and monitoring (1) the quality and integrity of our financial statements, (2) our compliance with legal and regulatory requirements, (3) our independent registered public accounting firm’s qualifications and independence, (4) the performance of our internal audit function and (5) the performance of our independent registered public accounting firm.

Our board of directors has adopted a written charter for the Audit Committee, which will be available on our website upon the completion of this offering.

Compensation Committee Interlocks and Insider Participation

Compensation decisions are made by the board of directors and Compensation Committee of our board of directors. None of our executive officers has served as a member of the Compensation Committee (or other committee serving an equivalent function) of any other entity, whose executive officers served as a member of our board of directors or the Compensation Committee.

Messrs. Ragatz and Henske are managing directors of Hellman & Friedman LLC. As of June 30, 2013, the H&F Investors control approximately 97% of our outstanding common stock and are entitled to designate members of our board of directors. See “Certain Relationships and Related Party Transactions—Stockholders Agreement—Board of Directors.”

Compensation Committee

The members of our current Compensation Committee are Messrs. Ragatz, Henske, Carroll and Snyder. Upon the completion of this offering, we expect to have a Compensation Committee, consisting of Messrs. , and .

The purpose of the Compensation Committee is to assist our board of directors in discharging its responsibilities relating to (1) setting our compensation program and compensation of our executive officers and directors, (2) monitoring our incentive and equity-based compensation plans and (3) preparing the compensation committee report required to be included in our proxy statement under the rules and regulations of the SEC.

Our board of directors will adopt a written charter for the Compensation Committee which will be available on our website upon the completion of this offering.

Nominating and Corporate Governance Committee

Upon the completion of this offering, we expect to have a Nominating and Corporate Governance Committee, consisting of , and . The purpose of our Nominating and Corporate Governance Committee will be to assist our board of directors in discharging its responsibilities relating to (1) identifying individuals qualified to become new board of directors members, consistent with criteria approved by the board of directors, subject to the Stockholders Agreement; (2) reviewing the qualifications of incumbent directors to determine whether to recommend them for reelection and selecting, or recommending that the board of directors select, the director nominees for the next annual meeting of stockholders; (3) identifying board of directors members qualified to fill vacancies on any board of directors committee and recommending that the board of directors appoint the identified member or members to the applicable committee, subject to the Stockholders Agreement; (4) reviewing and recommending to the board of directors corporate governance principles applicable to us; (5) overseeing the evaluation of the board of directors and management; and (6) handling such other matters that are specifically delegated to the committee by the board of directors from time to time.

Our board of directors will adopt a written charter for the Nominating and Corporate Governance Committee which will be available on our website upon completion of this offering.

Director Independence

Pursuant to the corporate governance listing standards of the NYSE or Nasdaq, as applicable, a director employed by us cannot be deemed to be an “independent director,” and each other director will qualify as “independent” only if our Board of Directors affirmatively determines that he has no

material relationship with us, either directly or as a partner, stockholder or officer of an organization that has a relationship with us. Ownership of a significant amount of our stock, by itself, does not constitute a material relationship.

Our Board of Directors is expected to affirmatively determine prior to this offering which members are “independent” in accordance with NYSE or Nasdaq rules, as applicable.

Code of Business Conduct and Ethics

Prior to the consummation of this offering, we will adopt a Code of Business Conduct and Ethics (the “Code of Ethics”) applicable to all employees, executive officers and directors that addresses legal and ethical issues that may be encountered in carrying out their duties and responsibilities, including the requirement to report any conduct they believe to be a violation of the Code of Ethics. The Code of Ethics is available on the Corporate Governance page of our internet website, www.associatedmaterials.com. The information available on or through our internet website is not part of this prospectus. If we ever were to amend or waive any provision of our Code of Ethics that applies to our principal executive officer, principal financial officer, principal accounting officer or any person performing similar functions, we intend to satisfy our disclosure obligations with respect to any such waiver or amendment by posting such information on our internet website set forth above rather than by filing a Form 8-K.

EXECUTIVE COMPENSATION

Named Executive Officers

For the fiscal year ended December 29, 2012 (the “2012 fiscal year”), the following individuals were our named executive officers:

Jerry W. Burris, President, Chief Executive Officer and Director

Paul Morrisroe, Senior Vice President, Chief Financial Officer and Secretary

Robert C. Gaydos, Senior Vice President, Operations

David S. Nagle, President, AMI Distribution

Brad S. Beard, Senior Vice President, New Business Development and National Account Sales and Services

Stephen E. Graham, former Senior Vice President, Chief Financial Officer and Secretary (resigned February 29, 2012)

John F. Haumesser, former Senior Vice President of Human Resources (resigned April 19, 2012)

Objectives of Our Executive Compensation Program

The goals of our executive compensation program are to: (1) attract and retain key executives, (2) align executive pay with corporate goals and (3) encourage a long-term commitment to enhance equity value.

Our primary key performance indicator is EBITDA. We utilize EBITDA as the primary measure of our financial performance. Accordingly, our compensation programs are primarily designed to reward executives for driving growth of our EBITDA, which we believe corresponds to the enhancement of equity value. “EBITDA,” as used in our annual incentive bonus program for both the 2012 and 2013 fiscal years and for purposes of establishing the vesting targets for performance vesting stock options, has the same meaning as “Adjusted EBITDA” as described under the heading “Prospectus Summary—Adjusted EBITDA” elsewhere in this prospectus. For this purpose, EBITDA does not include the run-rate cost savings add-back allowable under the Amended and Restated Revolving Credit Agreement and the Indenture and may be subject to additional adjustments as made in good faith by the Compensation Committee of our board of directors (the “Committee”) for non-recurring or unusual transactions such as acquisitions or dispositions of assets outside the ordinary course of business.

As discussed below under the heading “—Annual Incentive Bonus,” certain other operating metrics, which are established by the Committee, in mutual agreement with our Chief Executive Officer (“CEO”), within the first 90 days of each fiscal year are utilized as secondary performance indicators under our annual incentive bonus program.

Elements of Compensation

The compensation of our named executive officers consists of the following elements: (1) base salary, (2) discretionary bonus awards payable under special circumstances, (3) annual incentive bonus, (4) long-term incentive compensation in the form of both time and performance vesting stock options and (5) severance and change in control benefits. We believe that offering each of these elements is necessary to remain competitive in attracting and retaining talented executives. Furthermore, the annual incentive bonus and equity-based long-term incentive compensation align the executive’s goals with those of the organization and our stockholders.

Collectively, these elements of a named executive officer’s total compensation are designed to reward and influence the executive’s individual performance and our short-term and long-term performance. Base salaries and annual incentive bonuses are designed to reward executives for their performance and our short-term performance. Discretionary bonus awards typically include sign-on bonuses or incentives to attract executives, or awards to executives paid at the discretion of the Committee under special circumstances. We believe that providing long-term incentive compensation in the form of stock options ensures that our executives have a continuing stake in our long-term success and have incentives to increase our equity value. Severance benefits are commonplace in executive positions, and we believe that offering such benefits is necessary to remain competitive in the marketplace. Total compensation for each named executive officer is reviewed annually by the Committee to ensure that the proportions of the executive’s short-term incentives and long-term incentives are, in the view of the Committee, properly balanced.

Setting Executive Compensation

The Committee reviews and approves all employment agreements entered into by our named executive officers when they commence employment with us. The Committee is also responsible for approving any changes to the compensation of our named executive officers following their commencement of employment. Historically, the Committee has not engaged in any formal benchmarking of compensation. However, the Committee from time to time has reviewed data compiled from publicly available surveys regarding the compensation paid by similarly sized companies for similar positions and will consider this data both when determining whether the named executive officers should receive a base salary increase and in deciding whether to make any changes in the compensation of our named executive officers.

Each year, our Senior Vice President and Chief Human Resources Officer (“CHRO”) and our CEO conduct an assessment of each executive’s (other than the CEO’s) performance for the immediately preceding year. Following this assessment, our CEO presents recommendations to the Committee regarding base salary increases and any other proposed changes in the compensation of the executives, excluding himself. The Committee reviews these performance assessments and recommendations, and either approves these recommendations or adjusts such recommendations as it determines to be appropriate in its sole discretion in making changes to the compensation of any executive. Our CHRO also provides our CEO and the Committee with input regarding our annual bonus plan (as discussed below) and equity grants for executives, including but not limited to, recommendations regarding eligibility for such grants and the size of the applicable grant (determined as a percentage of base salary). Although our CEO and CHRO generally attend meetings of the Committee, each recuses himself from those portions of the meetings related to his compensation. In addition, our CEO provides input to the Committee with respect to setting the EBITDA targets under our annual bonus program and the other operating metrics under the annual bonus program are mutually agreed by the Committee and our CEO.

The Committee is exclusively responsible for determining any base salary increases for our CEO and for making any other compensation decisions with respect to our CEO. In making any such compensation decisions, the Committee has historically considered any relevant data from publicly available sources and its own assessment of the performance of our CEO for the preceding year.

At the beginning of the 2013 fiscal year, we engaged Organizational Consulting Group (“OCG”) to deliver a report reviewing our executive compensation program against the following peer group of companies developed by OCG:

Ÿ Armstrong World Industries, Inc.

Ÿ Beacon Roofing Supply, Inc.

Ÿ Builders Firstsource, Inc.

Ÿ Gibraltar Industries Inc.

Ÿ Griffon Corporation

Ÿ Martin Marietta Materials, Inc.

Ÿ Universal Forest Products, Inc.

Ÿ NCI Building Systems, Inc.

Ÿ Nortek Inc.

Ÿ Ply Gem Holdings, Inc.

Ÿ Pool Corp.

Ÿ Quanex Building Products Corporation

Ÿ A. O. Smith Corporation

Although OCG has delivered its report, as of the date of this prospectus, the Committee has not made any decisions regarding the compensation of any executive based on the data or recommendations contained in the report. Following this offering, the Committee anticipates that it will retain an independent compensation consultant who will provide the Committee with input and guidance on all components of our executive compensation program and will advise the Committee with respect to market data for base salary, annual bonus and long-term equity compensation for similarly situated executives in the peer group. The Committee has not yet determined whether it will engage in any formal benchmarking of executive compensation against the peer group following this offering.

Base Salary

Base salaries are determined based on (1) a review of salary ranges for similar positions at companies of similar size based on annual revenues, (2) the specific experience level of the executive, and (3) expected contributions by the executive toward organizational goals. Annually, the Committee reviews base salaries of executives to ensure that, along with all other compensation, base salaries continue to be competitive with respect to similarly sized companies. The Committee may also award annual increases in base salary based upon the executive’s individual contributions and performance during the prior fiscal year. The base salaries of Messrs. Morrisroe and Nagle were determined as a result of negotiations with each such executive in connection with his commencement of employment with us and the Committee’s subjective judgment (based on the experience of its members) as to what a competitive salary would be for each such executive’s position. None of the named executive officers received a base salary increase in the 2012 fiscal year or in the 2013 fiscal year through the date of this prospectus.

Discretionary Bonus Awards

Discretionary bonus awards encompass any bonus provided outside of the annual incentive bonus program discussed below. Typical bonus awards include awards used to attract executives to us, such as signing bonuses or bonuses that guarantee a fixed or minimum payout as compared to a payout under the annual incentive bonus program based upon the achievement of defined performance goals. Bonus awards can also be awarded at the discretion of the Committee to recognize extraordinary achievements or contributions by our executives.

In connection with the commencement of employment of each of Messrs. Morrisroe and Nagle with us in the 2012 fiscal year, each received a one-time signing bonus of $125,000 and $26,000, respectively. These signing bonuses were intended to encourage each such executive to accept employment with us, to cover certain relocation expenses that are not reimbursable under our policy, and, in the case of Mr. Morrisroe, to serve as a partial make whole for an unvested equity award from his prior employer that he forfeited when he accepted employment with us.

Annual Incentive Bonus

For each fiscal year, the executives’ annual incentive bonuses are determined as a percentage of their base salaries (with a target bonus percentage set forth in each executive’s employment agreement), based on the achievement of the applicable performance goals.

2012 Fiscal Year Annual Bonus Program. Seventy percent (70%) of the total target bonus for the 2012 fiscal year is based on achieving an EBITDA performance goal. Each year, the Committee establishes EBITDA performance goals, including threshold, target, and maximum performance goals. The EBITDA performance goals are established by the Committee, giving consideration to our prior fiscal year performance, expected growth in EBITDA, market conditions that may impact results, and a review of the budget prepared by management. The EBITDA performance goals are established to motivate superior performance by management to achieve challenging targets and results that are deemed to be in the best interest of us and our stockholders and to tie their interest to meeting and exceeding our established financial goals. Failure to achieve the internal EBITDA performance goals is not necessarily an indication of our financial performance or our financial condition. If the EBITDA results for the period in question are between either the threshold and target performance goals or target and maximum performance goals, linear interpolation is used to calculate the portion of the incentive bonus payout that is based on the achievement of the EBITDA performance goal. As described above under the heading, “—Objectives of Our Executive Compensation Program”, EBITDA excludes the adjustment for run-rate cost savings and may be adjusted by the Committee, at its discretion, for non-recurring or unusual transactions, which may not otherwise be included as an adjustment to derive our Adjusted EBITDA as presented elsewhere in this report.

The threshold, target and maximum EBITDA performance goals for the 2012 fiscal year were $95.0 million, $105.2 million and $126.2 million, respectively. EBITDA for the 2012 fiscal year was $96.4 million calculated on the same basis as Adjusted EBITDA for the 2012 fiscal year excluding run-rate cost savings of $10.7 million (as presented under the caption “Results of Operations” and elsewhere in this prospectus), in accordance with the Committee’s discretion in permitting adjustments for non-recurring or unusual transactions as permitted under the Amended and Restated Revolving Credit Agreement governing our ABL facilities and the Indenture.

Thirty percent (30%) of the total target bonus is based on achieving other applicable operating metrics, which metrics are established by the Committee, in mutual agreement with our CEO, within the first 90 days of each fiscal year.

For the 2012 fiscal year, these other operating metrics consisted of (1) “Quality” of orders completed, weighted at 15% of the total target bonus, (2) our “Liquidity”, weighted at 7.5% of the total target bonus, and (3) “Working Capital”, weighted at 7.5% of the total target bonus. The threshold, target and maximum levels of each of these operating metrics was set with the following objectives: the target level is both challenging and achievable, reflects the midpoint of planned company performance and the performance ranges within which threshold and maximum payouts can be earned are consistent with the range of financial results within which performance is expected to occur; and a threshold payment is made to reward partial achievement of the targets and a maximum payment rewards attainment of an aggressive, but potentially achievable, level of performance.

“Quality” was determined by measuring the number of fully correct purchase orders invoiced during the fiscal year over the total number of purchase orders invoiced for that same period. If the threshold for Quality was achieved, 33% of Quality portion of the target bonus would be paid, if the target for Quality was achieved, 100% of the Quality portion of the target bonus would be paid, and if the maximum for Quality was achieved, 167% of the Quality portion of the target bonus would be paid. For 2012, the target performance goal for Quality was achieved at a level that corresponded to the Quality portion of the target bonus being paid at 160.7%.

“Liquidity” was determined over the first half of the 2012 fiscal year and was defined as the excess availability under the revolving credit agreement governing our ABL facilities. If the threshold Liquidity was achieved, 33% of the Liquidity portion of the target bonus would be paid, if the target Liquidity was achieved, 100% of the Liquidity portion of the target bonus would be paid, and if the maximum Liquidity was achieved, 167% of the Liquidity portion of the target bonus would be paid. For 2012, the maximum performance goal for Liquidity was achieved and the Liquidity portion of the target bonus was paid at 167%.

“Working Capital” was determined over the second half of the 2012 fiscal year and was defined as the amount of accounts receivable plus inventory less accounts payable, divided by our total sales over the previous three month period multiplied by four. If the threshold Working Capital was achieved, 33% of the Working Capital portion of the target bonus would be paid, if the target Working Capital was achieved, 100% of the Working Capital portion of the target bonus would be paid, and if the maximum Working Capital was achieved, 167% of the Working Capital portion of the target bonus would be paid. For the 2012 fiscal year, the threshold performance goal for Working Capital was not achieved and the Working Capital portion of the target bonus was not paid.

For the 2012 fiscal year, the threshold, target and maximum bonuses that could have been earned by each of our named executive officers (expressed as a percentage of base salary and based on the bonus they could have earned for the full year), as well as the amount of bonus actually paid to each named executive officer, are set forth below:


	2012 Annual Incentive Bonus Payout Percentage(1)									2012 Annual Incentive Bonus Payout
Name	Threshold			Target			Maximum			Actually Paid as Percentage of Base Salary(2)			Dollar Amount of Bonus
Jerry W. Burris		33	%		100	%		260	%		66	%	$	364,815
Paul Morrisroe		20	%		60	%		156	%		40	%	$	109,278
Robert C. Gaydos		20	%		60	%		156	%		40	%	$	129,342
David S. Nagle		20	%		60	%		156	%		40	%	$	110,045
Brad S. Beard		20	%		60	%		156	%		40	%	$	99,494

(1)	Messrs. Graham’s and Haumesser’s employment terminated in 2012, and as a result, they did not receive a bonus payment for the 2012 fiscal year.

(2)	For Messrs. Morrisroe and Nagle, such percentages reflect the actual bonus earned (at approximately 40% of base salary) by each such executive as pro-rated for the number of days each such executive was employed by us in the 2012 fiscal year.

2013 Fiscal Year Annual Bonus Program. For the 2013 fiscal year, the annual incentive bonus payable to each of our named executive officers will be determined based upon the same percentage of their base salaries as is set forth above. 70% of the target bonus is payable based upon the level at which the EBITDA performance goal established by the Committee is achieved (with EBITDA having the same definition as under the 2012 annual incentive bonus program), 15% of the target bonus is payable based upon the level at which the Sales Growth operating metric is achieved, and the remaining 15% of the target bonus is payable based upon the level at which the Window Quality Improvement operating metric is achieved Each of the operating metrics was established by the Committee in mutual agreement with the CEO and is designed to measure short-term initiatives specific to the 2013 fiscal year. We believe that the target, threshold and maximum targets established for EBITDA performance goal under the 2013 fiscal year annual incentive bonus program and the two operating metrics for the 2013 fiscal year represent confidential financial information, the disclosure of which could cause us competitive harm. Accordingly, it is our practice not to include such information in

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our public filings until the completion of the 2013 fiscal year. No bonuses will be payable under the 2013 fiscal year annual incentive program if the EBITDA performance goal is not achieved at the threshold level of performance.

Equity-Based Compensation

The Committee awards equity-based compensation, consisting of stock options, to executives based on the expected role of the executive in increasing equity value. Typically equity-based awards will be granted upon hiring or promotion of the executive; however, equity-based awards may be granted at any time at the discretion of the Committee.

In connection with the commencement of employment of each of Messrs. Morrisroe and Nagle with us in the 2012 fiscal year, we granted each an option to purchase 320,000 shares of our common stock subject to time-based vesting and 80,000 shares subject to performance-based vesting pursuant to our 2010 Stock Incentive Plan (the “2010 Plan”). The number of shares subject to each stock option award was determined based on grants to executives in similar positions of similarly sized companies (based on the above-described publicly available surveys), the result of negotiations with each of Messrs. Morrisroe and Nagle in connection with their commencement of employment with us and the Committee’s judgment (based on the experience of its members) as to what a competitive initial option grant would be for each such executive based on his position with us.

The time-based options vest with respect to 20% of the shares on each anniversary of grant date, with accelerated vesting of all unvested shares in the event of a change in control, as defined below under the heading “—2010 Stock Incentive Plan”. The performance-based options vest based on the achievement of EBITDA targets as established by the Committee annually with respect to 20% of the shares per year over a five-year period, or if the target for a given year is not achieved, the option may vest if the applicable EBITDA target is achieved in the next succeeding year. As described above under the heading, “—Objectives of Our Executive Compensation Program,” EBITDA excludes the adjustment for run-rate cost savings and may be adjusted by the board of directors, at its discretion, for non-recurring or unusual transactions, which may not otherwise be included as an adjustment to derive our Adjusted EBITDA as presented elsewhere in this report. In addition, the performance-based options also provide that in the event of a change in control, that portion of the option that was scheduled to vest in the year in which the change in control occurs and in any subsequent years shall become vested immediately prior to such change in control. All of the performance-based vesting options and 50% of the time-based vesting options granted to Messrs. Morrisroe and Nagle have an exercise price equal to the grant date fair market value of the underlying shares of our common stock; 25% of the time-based vesting options have an exercise price equal to two times the grant date fair market value of such stock; and the remaining 25% of the time-based vesting options have an exercise price equal to four times the grant date fair market value of such stock. The shares of common stock acquired upon the exercise of such stock options are subject to the terms of the Stockholders Agreement, as described below. The stock options expire on the tenth anniversary of the date of grant.

None of the other named executive officers was granted stock option or other equity-based awards in the 2012 fiscal year and none of the named executive officers has been granted a stock option or other equity-based award in the 2013 fiscal year through the date of this prospectus.

Severance Compensation/Change in Control Benefits

Severance Benefits under Employment Agreements. Each of the executives has entered into an employment agreement that provides for severance benefits in the event that we terminate the executive without “cause” (and other than due to death or disability) at any time. We believe that it is necessary to offer severance benefits in order to remain competitive in attracting talent to us (and to retain such talent). These executives’ employment agreements do not provide for enhanced severance if we have a change in control.

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Change in Control Benefits under Stock Option Award Agreements. The stock option award agreements between us and our named executive officers provide that the time-based vesting options, granted pursuant to our 2010 Plan, will vest in full immediately prior to a change in control. In the event of a change in control, these option agreements also provide that the portion of the performance-based vesting options that was otherwise scheduled to vest in the year in which the change in control occurs and the portion that was scheduled to vest in any years subsequent to such change in control will become vested immediately prior to such change in control. We agreed to provide accelerated vesting of unvested time-based options and performance-based options (other than that portion of the performance-based option that did not vest in any year prior to a change in control) in order to ensure that our executives are solely focused on helping us consummate a change in control.

Perquisites

Upon commencement of employment, we offer relocation packages to our executives if necessary, which includes temporary living costs, house searching trips for the executive and the executive’s family, temporary use of a company-owned vehicle, the cost of moving household goods and reimbursement of closing costs and real estate expenses. We have also agreed to compensate each of Messrs. Burris and Morrisroe if the sale of his primary residence at the time he accepted employment with us results in a loss, as described in more detail below in the description of each such executive’s employment agreement.

Tax Implications

The Internal Revenue Code of 1986, as amended (the “Code”) Section 162(m) (as interpreted by IRS Notice 2007-49) denies a federal income tax deduction for certain compensation in excess of $1 million per year paid to the chief executive officer and the three other most highly-paid executive officers (other than the company’s chief executive officer and chief financial officer) of a publicly-traded corporation. Certain types of compensation, including compensation based on performance criteria that are approved in advance by stockholders, are excluded from the deduction limit. In addition, “grandfather” provisions may apply to certain compensation arrangements that were entered into by a corporation before it was publicly held. The Committee’s policy will be to qualify compensation paid to our named executive officers for deductibility for federal income tax purposes to the extent feasible. However, to retain highly skilled executives and remain competitive with other employers, the Committee will have the right to authorize compensation that would not otherwise be deductible under Section 162(m) or otherwise and to pay bonuses in any amount, including discretionary bonuses or bonuses with performance goals that are different from those under our annual incentive bonus program.

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Summary Compensation Table

The table below summarizes the total compensation paid to, or earned by, our Chief Executive Officer, our Chief Financial Officer, each of our three other most highly compensated executive officers, our former Chief Financial Officer and one additional individual who would have been among our three other most highly compensated executive officers but for his termination (collectively, our “named executive officers”) for services rendered to us during the 2012 fiscal year.


Name and Principal Position	Year		Salary		Bonus(1)		Option Awards(2)		Non-Equity Incentive Plan Compensation(3)		All Other Compensation			Total
Jerry W. Burris		2012	$	550,000	$	—	$	—	$	364,815	$	78,580	(4)	$	993,395
President and Chief Executive Officer		2011		168,878		168,157		—		—		24,689			361,724

Paul Morrisroe(6)		2012		274,583		125,000		—		109,278		27,884	(4)		536,745
Senior Vice President, Chief Financial Officer and Secretary

Robert C. Gaydos		2012		325,000		—		—		129,342		9,830			464,172
Senior Vice President, Operations		2011		135,420		125,000		—		—		47,653			308,073

David S. Nagle(6)		2012		276,513		26,000		—		110,045		23,067	(4)		435,625
President, AMI Distribution

Brad S. Beard		2012		250,000		—		—		99,494		9,289			358,783
Senior Vice President, New Business Development and National Account Sales and Services		2011		250,000		—		—		—		15,163			265,163

Stephen E. Graham(7)		2012		52,000		—

Associated Materials Group, Inc. S-1