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                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 10-K

       |X| ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
                          EXCHANGE ACT OF 1934 For the
                       Fiscal Year Ended December 31, 2001

          |_| TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934
                   For the Transition Period From ____ to ____
                               -------------------
                         Commission File Number: 0-25642

                          COMMONWEALTH INDUSTRIES, INC.
             (Exact name of registrant as specified in its charter)
         Delaware                                    13-3245741
 (State of incorporation)                (I.R.S. Employer Identification No.)

    500 West Jefferson Street
          19th Floor
      Louisville, Kentucky                            40202-2823
(Address of principal executive office)               (Zip Code)

       Registrant's telephone number, including area code: (502) 589-8100
        Securities registered pursuant to Section 12(b) of the Act: None
           Securities registered pursuant to Section 12(g) of the Act:
                       Common Stock; Stock Purchase Rights

         Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes |X| No |_|
         Indicate by check mark if disclosure of delinquent filers pursuant to
Item 405 of Regulation S-K is not contained herein, and will not be contained,
to the best of registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. |X|
         The aggregate market value of the common stock held by  non-affiliates
of the  registrant  as of March 1, 2002 was  $81,366,000.
         The number of shares  outstanding of the registrant's  common stock as
of March 1, 2002 was 15,984,490.

                       DOCUMENTS INCORPORATED BY REFERENCE

         Portions  of  the  annual  report  to   stockholders   of  Commonwealth
Industries,  Inc.  for the year ended  December  31,  2001 are  incorporated  by
reference  into Parts I and II and portions of the  definitive  Proxy  Statement
dated  March 22,  2002 for the 2002 Annual  Meeting of  Stockholders  to be held
April 26, 2002 are incorporated by reference into Part III.

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<PAGE>
                          COMMONWEALTH INDUSTRIES, INC.
                                    FORM 10-K
                      For the Year Ended December 31, 2001

                                      INDEX


                                   PART I                                 Page
                                                                          ----
Item 1.     Business........................................................3
Item 2.     Properties......................................................10
Item 3.     Legal Proceedings...............................................10
Item 4.     Submission of Matters to a Vote of Security Holders.............11
Item E.O.   Executive Officers of the Registrant............................11

                                   PART II

Item 5.     Market for Registrant's Common Stock and Related Stockholder
                Matters.....................................................13
Item 6.     Selected Financial Data.........................................14
Item 7.     Management's Discussion and Analysis of Financial Condition and
                Results of Operations.......................................14
Item 7A.    Quantitative and Qualitative Disclosures About Market Risk......14
Item 8.     Financial Statements and Supplementary Data.....................14
Item 9.     Changes in and Disagreements with Accountants on Accounting
                and Financial Disclosures...................................14

                                   PART III

Item 10.    Directors and Executive Officers of the Registrant..............15
Item 11.    Executive Compensation..........................................15
Item 12.    Security Ownership of Certain Beneficial Owners and Management..15
Item 13     Certain Relationships and Related Transactions..................15

                                   PART IV

Item 14.    Exhibits, Financial Statement Schedule and Reports on Form 8-K..15
            Signatures......................................................22

<PAGE>
                                     PART I

Item 1.  Business.

         Commonwealth Industries, Inc. (the "Company") is one of North America's
leading  manufacturers  of aluminum  sheet and,  through its Alflex  Corporation
subsidiary  ("Alflex"),  of  electrical  flexible  conduit and prewired  armored
cable.
         The  Company's   aluminum   sheet   products  are  produced  using  the
conventional,  direct  -chill  rolling  ingot  casting  process at the Company's
multi-purpose  aluminum rolling mill at Lewisport,  Kentucky, one of the largest
in North  America,  and by the  continuous  casting  process  at its  facilities
located in  Uhrichsville,  Ohio, and Carson,  California.  The Company  operates
coating lines at the Lewisport mill and at Company facilities in Bedford,  Ohio,
and  Torrance,  California.  It also  operates  tube  mills in Carson  and Kings
Mountain,  North Carolina in addition to a tube fabrication  facility in Pelham,
Tennessee that was purchased in September 2001. The electrical  flexible conduit
and prewired  armored cable products are  manufactured  at Alflex  facilities in
Long Beach, California and Rocky Mount, North Carolina.

         The aluminum sheet products  manufactured  by the Company are generally
referred to as common alloy products.  They are produced in a number of aluminum
common alloys with thicknesses (gauge) of 0.008 to 0.250 inches, widths of up to
72 inches, and a variety of physical  properties and packaging,  in each case to
meet  customer  specifications.  These  products  are sold to  distributors  and
end-users,  principally  for use in building and  construction  products such as
roofing,  siding,  windows and gutters;  transportation  equipment such as truck
trailers  and  bodies  and  automotive  parts;  and  consumer  durables  such as
cookware,  appliances and lawn furniture.  The Company also fabricates  aluminum
sheet into welded tube products for various  markets.  Substantially  all of the
Company's  aluminum sheet products are produced in response to specific customer
orders.  Production of aluminum sheet products in 2001 was 822 million pounds or
about 76% of capacity compared to 943 million pounds or about 87% of capacity in
2000. In 2001, the North American market for aluminum sheet products,  excluding
rigid container sheet,  foil and exports,  was  approximately 3.7 billion pounds
versus 4.3 billion pounds in 2000.

         Alflex  manufactures  metallic  (aluminum  and steel) and  non-metallic
(plastic)  electrical  flexible  conduit and prewired  armored cable,  utilizing
aluminum sheet  manufactured by the Company.  These products provide  mechanical
protection for electrical wiring installed in buildings in accordance with local
building code  requirements.  Armored cable differs from  electrical  conduit in
that it is  pre-wired  by  Alflex,  whereas  end-users  must pull  wire  through
electrical conduit when conduit is installed.  These products are used primarily
by electrical  contractors  in the  construction,  renovation  and remodeling of
commercial and industrial facilities and multi-family  dwellings.  They also are
used  in  the  heating,  ventilating  and  air-conditioning  ("HVAC"),  original
equipment manufacturers ("OEM") and Do-It-Yourself ("DIY") markets. The products
include preassembled and prepackaged products for commercial and DIY markets and
commercial  pre-fabricated  wiring systems which provide  significant savings in
labor and installation costs for end-users.

         Historically,  electrical wires were housed in rigid pipes in the walls
of buildings. Rigid pipe remains the most widely used means of protecting wiring
in  commercial  and  other  non-residential  construction.  Electrical  flexible
conduit  made from  steel was  introduced  in the  1920s.  Flexible  conduit  is
significantly  easier to install  than rigid pipe,  resulting in cost savings to
the installer.  Aluminum flexible  conduit,  introduced to the market by Alflex,
has in recent years become a significant factor due to its ease of installation,
lighter weight and ease of cutting  compared to steel flexible  conduit or rigid
pipe. In wet, harsh or corrosive environments,  non-metallic or plastic jacketed
steel flexible  conduit may be used.  Armored cable (conduit with  pre-installed
wire) made of steel or aluminum has captured an  increasing  share of the market
from rigid pipe due to its  pre-assembly,  ease of installation and overall cost
effectiveness.

         The Company  estimates  that at  December  31, 2001 it had a backlog of
firm orders for which product  specifications have been defined of 168.6 million
pounds of  aluminum  sheet  products  with an  aggregate  sales  price of $159.8
million, compared to an estimate of 163.8 million pounds with an aggregate sales
price of $167.9  million at  December  31,  2000.  Backlog is not a  significant
factor for the Company's electrical products.

Aluminum Sheet Products

         Manufacturing

         The Company's aluminum sheet manufacturing  facilities are comprised of
the  rolling  mills at  Lewisport,  Kentucky,  Uhrichsville,  Ohio,  and Carson,
California,  coating  facilities  at  Lewisport,  Bedford,  Ohio,  and Torrance,
California,  tube mills at Carson and Kings Mountain,  North Carolina and a tube
fabrication facility in Pelham, Tennessee.

         The  Lewisport  mill  uses  the  conventional,  vertical  direct-chill,
rolling  ingot  casting   process.   This  process  permits  the  production  of
traditional aluminum sheet with strength, hardness,  formability,  finishing and
other characteristics preferred for many applications. The flexibility permitted
by this  multi-purpose  rolling mill enables the Company to target higher margin
products,  manufacture  a variety of products with  consistent  high quality and
respond quickly to shifts in market demand. In 2001, the Lewisport mill produced
421 million pounds of aluminum sheet products  compared to 528 million pounds in
2000. At full capacity  utilization,  unit costs of converting metal to aluminum
sheet  products at Lewisport are believed to be among the lowest in the industry
for plants using the conventional process.

         The Uhrichsville and Carson mills use low-cost,  scrap-based  twin-belt
mini-mill  continuous  casting production  technology.  This process permits the
efficient  production of aluminum sheet alloys used in building and construction
and other  applications  not requiring  the more complex  alloys or the physical
characteristics  better provided by the conventional casting method. The process
eliminates several steps associated with conventional casting,  thereby reducing
manufacturing  costs.  Capital costs also are significantly lower than for mills
using the  conventional  casting  process.  In 2001, the Uhrichsville and Carson
mills together  produced 401 million pounds of aluminum sheet products  compared
to 415 million pounds in 2000.

         Aluminum Supply

         Most of the  aluminum  metal  used by the  Company's  rolling  mills is
purchased, principally from or through aluminum scrap dealers or brokers, in the
form of aluminum scrap.  The Company  believes it is one of the largest users of
aluminum  scrap other than  beverage can scrap in the United States and that the
volume of its purchases assists it in obtaining scrap at competitive prices. The
Company's remaining requirements are met with purchased primary metal, including
metal  produced  in Russia  to  specifications  that  differ  from the  industry
standard for primary  aluminum but that is appropriate for the Company's  needs.
The Company has a 10-year supply  agreement with Glencore Ltd.  ("Glencore"),  a
leading diversified trading and industrial company,  for the purchase of primary
aluminum.  Under the agreement,  the Company  committed to purchase a minimum of
1.2  billion  pounds of  P1020/99.7%  aluminum  at current  market  prices  from
Glencore over the 10-year term, which began in January 2001.

         Casting and Rolling

         At Lewisport,  scrap,  in some cases after  processing in the Company's
recycling   facilities,   and  primary  aluminum  are  melted  in  induction  or
reverbatory furnaces.  Small amounts of copper,  magnesium,  manganese and other
metals are added to produce alloys with the desired  hardness,  formability  and
other  physical  characteristics.  The molten  aluminum is then poured through a
mold  surrounded by circulating  water which cools and solidifies  into an ingot
about 24 inches thick and weighing as much as 40,000 pounds. The cooled ingot is
conveyed to the rolling mill area for further processing.

         The rolling  ingots are heated to a malleable  state in soaking pits or
tunnel furnaces.  Then, in the next two stages--hot and cold rolling--the  ingot
is passed between rolls under pressure, causing it to become thinner and longer.
The first rolling stage takes place in a "reversing"  mill, so named because the
ingot is passed back and forth  between the work rolls,  reversing  itself after
each pass.  After it passes  through the reversing mill the aluminum sheet moves
through a continuous multi-stand hot mill, and then is cooled and cold rolled to
its final thickness.

         The Uhrichsville  and Carson rolling mills employ a continuous  casting
process  in  which  molten  aluminum  is fed  into a  caster  which  produces  a
continuous thin slab that is immediately hot rolled into semi-finished  aluminum
sheet in a single  manufacturing  process. The aluminum sheet is then cooled and
cold  rolled  to  its  final  thickness  as in  the  conventional  process.  The
Uhrichsville and Carson mills use twin-belt thin-slab continuous casting,  which
the  Company  believes  is the  most  efficient  and  most  productive  form  of
continuous casting.

         The Company and IMCO  Recycling,  Inc  ("IMCO") are parties to a supply
agreement  under  which IMCO  serves as the major  supplier  of molten  recycled
aluminum for the Company's  Uhrichsville  mill. Under the IMCO supply agreement,
the Company purchases  aluminum scrap and delivers it to IMCO who then processes
and  converts it into molten  metal at its  recycling  and  processing  facility
located  adjacent to the  Company's  mill.  The Company is  responsible  for the
treatment and disposal of the waste  generated as a result of IMCO's  processing
services on behalf of the Company.  The IMCO supply agreement  expires March 31,
2009.  The Company has an option to purchase the IMCO facility at the end of the
supply  agreement for an amount equal to five times the average  earnings before
interest, taxes, depreciation and amortization of the facility as defined in the
supply  agreement.  The Company also has a right of first refusal if IMCO wishes
to sell the facility.

         The Carson  rolling  mill  processes  its own scrap to  produce  molten
metal, utilizing current delacquering and melting technology.

         The Company has paid a one-time license fee for certain technology used
in its continuous casting process.  The license agreement allows the Company the
use of certain inventions,  technical  discoveries and apparatus of the licensor
in the manufacturing process.

         Finishing and Coating

         After hot and cold rolling is complete,  the aluminum  sheet is leveled
to ensure required  flatness and may be slit into narrower  widths,  embossed or
painted to customers' specifications.

         The Company is an industry  leader in the development and production of
superior quality coated aluminum  products and operates at Lewisport the largest
coating line integrated with a United States rolling mill.  Coating lines at the
Company's  Bedford and Torrance  facilities  serve the  Uhrichsville  and Carson
rolling mills.  In the coating  process,  aluminum sheet is chemically  cleaned,
painted and then cured to produce a durable coated surface.

         Packaging and Shipping

         Finished products are shipped to customers by truck or rail in coils of
various size and weighing up to 30,000 pounds.

Electrical Products

         Alflex  fabricates  its flexible  conduit and armored cable at its Long
Beach,  California and Rocky Mount, North Carolina  facilities.  The Rocky Mount
facility was completed in 1999 with production starting in the second quarter of
1999.  This  facility   increased   Alflex's  capacity  for  cable  products  by
approximately 50%. Alflex purchases its aluminum sheet from the Company.  Alflex
also  uses  significant  amounts  of  insulated  copper  wire  and  steel in its
production process.

         Alflex fabricates its electrical products by slitting aluminum or steel
sheet on specialized  narrow-width slitting equipment,  after which the sheet is
coiled. The coils are then fed through  proprietary  forming machines to produce
the flexible  conduit.  Until 1998,  Alflex followed a process that draws copper
rod into wire, coats the wire with plastic insulation and, for certain products,
wraps the coated wire with paper or  plastic.  The  protective  armoring is then
wrapped around the cabled wire.  During 1998,  the Company  executed a strategic
alliance with BICCGeneral  whereby  beginning in the second half of 1999, Alflex
ceased  drawing wire and coating the wire with plastic  insulation,  and instead
purchased  all of its copper  wire  requirements  from  BICCGeneral.  During the
fourth  quarter of 2001,  BICCGeneral  sold its assets to Southwire  Company and
Southwire Company is now executing the contract.

         Alflex uses a specialized co-extrusion process involving both rigid and
flexible plastics (PVC) to produce its non-metallic  conduit.  After production,
the conduit and cable  products are cut to length and packaged.  Alflex  designs
and builds much of the equipment  used to  manufacture  its  products.  In 2001,
Alflex produced 486 million feet of electrical  products compared to 580 million
feet in 2000.

Customers and Markets

         The Company's  aluminum sheet products are sold to distributors as well
as end-users,  principally in the building and construction,  transportation and
consumer durables markets.

         The  following  table  sets forth for 2001 and 2000 the  percentage  of
aluminum  sheet net shipments  contributed by each of these classes of customers
and the Company's estimate of its share of these markets in North America.

                             % of Net Shipments             % Market Share
                             ------------------             --------------
                             2001           2000            2001       2000
                             ----           ----            ----       ----
Building and construction     47             44              37         36
Distribution                  33             34              22         23
Transportation                 7             13               9         15
Consumer durables and other   13              9              13         11
                             ---            ---
                             100            100
                             ===            ===

         The  building and  construction  sector is the largest  end-use  market
other than the packaging market for common alloy aluminum sheet products.

         The  Company  believes  it is the  largest  supplier  of  common  alloy
aluminum  sheet to  distributors.  Distributors,  in some cases after  slitting,
punching,  leveling or other  processing,  resell the  Company's  products  into
end-use markets,  including the building and  construction,  transportation  and
consumer durables markets.

         The Company is one of the largest  suppliers of aluminum sheet products
to North American  manufacturers of  transportation  equipment,  including truck
trailers and bodies, recreational vehicles and automobile parts. This market has
been  severely  impacted  by the current  economic  conditions.  The  commercial
transportation market is off 50% from its 1999 consumption rate.

         The  largest  volume in the  category of  consumer  durables  and other
markets  for the  Company  is  reroll  stock  sold for  further  processing  and
conversion  for a variety of  markets.  Other  major  end-uses  of this  product
category are cookware,  consumer durables, pleasure boats, personal watercrafts,
appliances and irrigation pipe.

         Packaging is the largest single end-use of aluminum  sheet,  accounting
for about one-half of the estimated  world-wide market.  Much of this product is
produced  by  large,   single-purpose   rolling  mills.  The  Company  does  not
participate in the packaging market.

         Market share estimates exclude  heat-treated  aluminum plate and sheet,
which the Company  does not produce.  The Company  estimates  that  heat-treated
products  constitute an immaterial  portion of the end-use markets served by the
Company.

         Company sales are made to customers located primarily  throughout North
America. Sales outside North America have not been significant.  During 2001 and
2000, sales to one major customer  amounted to approximately  12.2% and 14.0% of
the Company's net sales. No other single customer accounted for more than 10% of
the Company's net sales in 2001 or 2000.

         Sales of aluminum  sheet  products are made through the  Company's  own
sales force which is strategically  located to provide North American  coverage.
An integrated  computer  system  provides the Company's  employees  with on-line
access to inventory  status,  production  schedules,  shipping  information  and
pricing data to facilitate immediate response to customer inquiries.

         Many of the Company's  aluminum  sheet markets are seasonal.  Demand in
the building and construction and  transportation  markets is generally stronger
in the spring  and summer  seasons  than in the fall and  winter  seasons.  Such
factors  typically  result in higher  operating  income in the spring and summer
months.

         Alflex  electrical  products  are sold  primarily  through  independent
manufacturer's   representatives   to  electrical   distributors.   Distributors
represented  approximately  84% of Alflex net sales in 2001. The remaining sales
are made to the do-it-yourself ("DIY"),  original equipment manufacturer ("OEM")
and heating ventilation and air conditioning  ("HVAC") markets.  The independent
manufacturer's  representatives do not market Alflex's products exclusively, but
also sell  complimentary  products  that are used in  conjunction  with products
manufactured and sold by Alflex. Alflex serves approximately 4,000 customers.

         Alflex  maintains  registered  trademarks  on certain  of its  flexible
conduit and armored cable systems, including Ultratite, Galflex, the Alflex name
and its design,  Electrician's  Choice,  Computer Blue, Duraclad,  Armorlite and
PowerSnap.  While  Alflex  considers  these  trademarks  to be  important to its
business,  it does not  believe  it is  dependent  upon the  trademarks  for the
continuation of its business.

Competition

         The  Company  competes  in the  production  and  sale of  common  alloy
aluminum  sheet  products  with  some 9 other  aluminum  rolling  mills in North
America and with imported products.

         Aluminum  Company  of  America   ("Alcoa")  and  Alcan  Aluminium  Ltd.
("Alcan")  have a  significantly  larger share of the total United States market
for aluminum sheet products,  including packaging and aluminum foil. However, in
the market for common alloy  aluminum  sheet  products  other than can sheet and
aluminum foil, the market share leaders are Alcoa, Alcan and the Company.

         The Company competes with other rolled products  suppliers on the basis
of quality, price, timeliness of delivery and customer service.

         Aluminum also competes with other materials such as steel,  plastic and
glass for various applications.

         Alflex  competes  with national and regional  competitors  and imported
products in the electrical flexible conduit and prewired armored cable industry.
Competition is principally on the basis of product features, availability, price
and customer service.

Research and Development

         The Company conducts research and development activities at its rolling
mills  as  part  of  its  ongoing   operations  to  satisfy  emerging   customer
requirements,  improve product quality and reduce  manufacturing  costs. Outside
consultants also are utilized.

         Alflex  focuses  its  research  and   development   activities  on  the
development  of new  products  and the  improvement  of its  conduit  and  cable
manufacturing  processes  through the  development of proprietary  manufacturing
equipment and the reduction of waste.

         The   estimated   amounts   spent  during   2001,   2000  and  1999  on
Company-sponsored  research and development  activities were $0.9 million,  $0.9
million and $1.4 million, respectively.

Environmental Matters

         The  Company's   operations  are  subject  to  increasingly   stringent
environmental   laws  and  regulations   governing  air  emissions,   wastewater
discharges,  the handling,  disposal and remediation of hazardous substances and
wastes and employee  health and safety.  These laws can impose joint and several
liability  for  releases or  threatened  releases of hazardous  substances  upon
statutorily defined parties,  including the Company,  regardless of fault or the
lawfulness  of the  original  activity or disposal.  The Company  believes it is
currently  in  material  compliance  with  applicable   environmental  laws  and
regulations.

         Federal  and state  regulations  continue to impose  stricter  emission
requirements on the aluminum  industry.  While the Company believes that current
pollution  control  measures  at the  emission  sources at its  facilities  meet
current  requirements,  additional  equipment or process  changes at some of the
Company's facilities may be required to meet future requirements.

         The Company has been named as a potentially  responsible party at seven
federal superfund sites and has completed closure activities at two of the sites
for past waste disposal activity associated with closed recycling facilities. At
the five other federal  superfund sites, the Company is a minor  contributor and
has  satisfied its  obligations  at four of the sites and expects to resolve its
liability at the remaining site for a nominal amount.  The Company is also under
orders by agencies in two states for  environmental  remediation at three sites,
one of  which  is  currently  operating  and  two of  which  have  been  closed.
Previously,  a trust fund  existed to fund the activity at one of the sites that
was undergoing closure and was established through  contributions from two other
parties in exchange for indemnification from further liability.  The Company was
reimbursed from the trust fund for approved closure and postclosure expenditures
incurred at the site. All remaining funds in the trust fund were paid out during
2001 and the trust was closed.  Based on currently  available  information,  the
Company estimates the range of possible  remaining  expenditures with respect to
the above matters is between $7 million and $14 million.

         The Company acquired its Lewisport rolling mill and an aluminum smelter
at  Goldendale,  Washington  ("Goldendale"),  from  Lockheed  Martin in 1985. In
connection with the transaction, Lockheed Martin indemnified the Company against
expenses relating to environmental matters arising during the period of Lockheed
Martin's ownership of those facilities.

         Environmental  sampling at  Lewisport  has  disclosed  the  presence of
contaminants,  including  polychlorinated  biphenyls (PCBs), in a closed Company
landfill.  The Company has not yet determined the extent of the contamination or
the nature and extent of remedial  measures  that may be required.  Accordingly,
the Company cannot at present  estimate the cost of any remediation  that may be
necessary.  Management  believes  the  contamination  is covered by the Lockheed
Martin indemnification, which Lockheed Martin disputes.

         The aluminum  smelter at  Goldendale  was  operated by Lockheed  Martin
until  1985 and by the  Company  from 1985 to 1987 when it was sold to  Columbia
Aluminum  Corporation   ("Columbia").   Past  aluminum  smelting  activities  at
Goldendale  have  resulted  in   environmental   contamination   and  regulatory
involvement.  A 1993 Settlement Agreement among the Company, Lockheed Martin and
Columbia  allocated  responsibility  for future  remediation  at 11 sites at the
Goldendale smelter. If remediation is required, estimates by outside consultants
of the  probable  aggregate  cost to the Company for these sites range from $1.3
million to $7.2 million.  The apportionment of responsibility for other sites at
Goldendale  is left to  alternative  dispute  resolution  procedures if and when
these locations become the subject of remedial requirements.

         The Company has been named as a potentially  responsible party at three
third-party  disposal sites relating to Lockheed  Martin  operations,  for which
Lockheed Martin has assumed responsibility.

         The Company's  aggregate  loss  contingency  accrual for  environmental
matters was $8.8 million at December 31,  2001,  which covers all  environmental
loss contingencies that the Company has determined to be probable and reasonably
estimable. It is not possible,  however, to predict the amount or timing of cost
for future environmental matters which may subsequently be determined.  Although
the  outcome of any such  matters,  to the  extent  they  exceed any  applicable
accrual,  could have a material  adverse  effect on the  Company's  consolidated
results of  operations  or cash flows for the  applicable  period,  the  Company
believes  that  such  outcome  will not have a  material  adverse  effect on the
Company's consolidated financial condition, results of operations or cash flows.

         The  Company  has  incurred  and will  continue  to incur  capital  and
operating  expenditures  for  matters  relating  to  environmental  control  and
monitoring.  Capital  expenditures of the Company for environmental  control and
monitoring  for 2001 and 2000 were $0.2 million and $0.9 million,  respectively.
All other  environmental  expenditures  of the  Company,  including  remediation
expenditures,  for 2001, 2000 and 1999 were $1.9 million, $2.1 million, and $2.3
million,   respectively.   The  Company  has   planned   environmental   capital
expenditures for 2002 of $0.3 million.

Employees

         At December 31, 2001, the Company employed 1,795 persons, of whom 1,263
were full-time  non-salaried employees including 584 at Lewisport represented by
the United  Steel  Workers of America  ("USW") and 214 at the  Uhrichsville  and
Bedford facilities represented by the Glass, Molders,  Pottery, Plastic & Allied
Workers International, AFL-CIO, CLC union ("GMP"). Current collective bargaining
agreements  with  the USW  and  the  GMP  expire  in  July  and  December  2003,
respectively.  The Company  believes its  relationships  with its  employees are
good.

         The Company provides gain sharing plans for certain of its non-salaried
employees.  Contributions  to the plans are generally based upon a formula which
compares actual performance  results to targets agreed upon by management and in
some cases the  bargaining  units.  In addition,  the Company  provides  defined
contribution 401(k) plans for certain non-salaried and salaried employees.

<PAGE>
Item 2. Properties.

         The following table sets forth certain  information with respect to the
Company's principal operating properties.  Substantially all of these properties
collateralize   borrowings  under  the  Company's  senior  secured  bank  credit
facility.

      Location              Nature                Square Feet      Status
      --------              ------                -----------      ------
Louisville, Kentucky    Administrative offices          24,000      Leased

Lewisport, Kentucky     Rolling mill and coating     1,700,000       Owned
                         facility

Uhrichsville, Ohio      Rolling mill                   285,000       Owned

Carson, California      Rolling mill and tube mill     103,000       Owned

Bedford, Ohio           Coating facility               121,000      Leased

Torrance, California    Coating facility                60,000      Leased

Kings Mountain, North   Tube mill                      100,000      Leased
 Carolina

Pelham, Tennessee       Tube fabrication facility       60,000      Leased

Long Beach, California  Alflex administrative          154,000      Leased
                        offices  and manufacturing
                        facility

Rancho Dominguez,       Alflex distribution center     111,000      Leased
 California

Rocky Mount, North      Alflex manufacturing facility  105,000       Owned
 Carolina               and distribution center

Item 3. Legal Proceedings.

         The  Company  is a party to  non-environmental  legal  proceedings  and
administrative actions all of which are of an ordinary routine nature incidental
to the  business.  In the opinion of  management  such  proceedings  and actions
should not, individually or in the aggregate,  have a material adverse effect on
the Company's  consolidated  financial condition,  results of operations or cash
flows.

Item 4. Submission of Matters to a Vote of Security Holders.

         No matters  were  submitted  to a vote of security  holders  during the
fourth quarter ended December 31, 2001.

Item E.O. Executive Officers of the Registrant.

         The executive officers of the Company as of March 19, 2002 were:

   Name                 Age           Position with the Company
   ----                 ---           -------------------------
Mark V. Kaminski         46    President, Chief Executive Officer and Director

Donald L. Marsh, Jr.     55    Executive Vice President, Chief Financial Officer
                                   and Secretary

John J. Wasz             41    Executive Vice President and President Alflex

Michael J. Boyle         37    Vice President Materials

Henry Del Castillo       62    Vice President Finance

Gregory P. Givan         49    Vice President and Treasurer

Katherine R. Gould       38    Vice President Organizational Development

Lenna Ruth Macdonald     39    Vice President, General Counsel and Assistant
                                   Secretary

William R. Witherspoon   56    Vice President Aluminum Operations

John F. Barron           50    Controller and Assistant Secretary

         Mr. Kaminski joined the Company in 1987 as Marketing  Manager.  In 1989
he was promoted to Vice President of Operations and in 1991 he became  President
and Chief Executive Officer. He is a director of Secat, Inc.

         Mr. Marsh  joined the Company in March 1996.  Prior to that time he was
Senior Vice President of Castle Energy Corporation.

         Mr. Wasz joined the Company in 1985.  From 1988 to 1991 he was Regional
Manager and from 1991 to 1993 he served as Distribution  Marketing  Manager.  He
was promoted to Vice  President,  Marketing and Sales in December 1993. In March
1997, he moved to the position of Vice President, Materials and in November 1999
he held the position of Vice  President  Operations,  Alflex.  In June 2000,  he
became Chief Operating Officer,  Alflex and was promoted to his current position
in February 2002.

         Mr.  Boyle  joined the  Company in 1997 as Manager of Metals and Energy
Risk  Analysis and later  assumed  accountability  for primary  metals and alloy
additives. He was promoted to his current position in January 2001. From 1994 to
1997,  he worked in metal trading and risk  management at Wise Metals.  Prior to
1994,  he  held  various  roles  in  operations,  sales  and  trading  at  Ormet
Corporation and Ravenswood Aluminum Corporation.

         Mr. Del Castillo  joined the Company in October 1997 as Alflex Business
Unit  Controller and was elected to his present  position in November 1999. From
1995 to 1997 he was Chief Financial Officer of Wherehouse  Entertainment Inc., a
retail music and video chain undergoing  financial  restructuring.  From 1981 to
1995 he served in a number of financial  management  positions,  including Chief
Financial Officer, at Powerine Oil Company, an independent oil refiner.

         Mr. Givan joined the Company in July 1997.  From 1987 until 1997 he was
Second Vice President,  Corporate  Finance and Director,  Corporate  Finance and
Risk Management and Assistant Treasurer of Providian Corp., a financial services
company.

         Ms. Gould  joined the Company in July 1998.  From 1996 through 1998 she
was Human  Resource  Manager of  Gordonstone  Coal  Management,  a joint venture
between ARCO Coal  Australia and Mitsui.  Prior to 1996 she held  operations and
human resource  management  positions with Comalco Limited,  an  Australia-based
aluminum company.

         Ms.  Macdonald  joined the  Company in August 1999 as  Principal  Legal
Counsel and Assistant  Secretary and was elected to her present  position in May
2000.  From December 1998 to 1999 she served as Real Estate  Counsel for Vencor,
Inc.  From  1993 to 1998 she  held  in-house  counsel  positions  with  Bank One
Corporation,  including  with  its  subsidiary  Banc  One  New  Hampshire  Asset
Management Corporation as Assistant General Counsel and Litigation Group Leader.

         Mr. Witherspoon joined the Company in 1998 as Vice President Continuous
Cast and has served in his current  position  since January 2001. In 1997 he was
Plant  Manager for Alcan's  Louisville  operation.  From 1979 until 1997 he held
various  management  positions with Logan Aluminum,  including Hot Mill Business
Unit Manager.  Prior to 1979 he held various management  positions with Anaconda
Company.

         Mr.  Barron joined the Company in February  1997.  From 1986 to 1996 he
held the position of Senior Vice President and Assistant Comptroller of Bank One
Kentucky, N.A.

<PAGE>
                                     PART II

Item 5. Market for Registrant's Common Equity and Related Stockholder Matters.

         The  Company's  Common  Stock is traded on the Nasdaq  National  Market
under the symbol CMIN. On March 1, 2002, there were 170 holders of record of the
Company's Common Stock.  The Company  estimates that there were a total of 4,000
stockholders on that date,  including beneficial owners. Since becoming publicly
owned in March 1995, the Company has paid quarterly cash dividends on its Common
Stock of $0.05 per share.

         The  following  table  sets out the high and low sales  prices  for the
Common  Stock for each  quarterly  period  indicated,  as  quoted in the  Nasdaq
National Market:

       2001                                High                Low
       ----                                ----                ---
First Quarter                            $ 6.00              $3.88
Second Quarter                             5.50               4.06
Third Quarter                              6.50               4.00
Fourth Quarter                             6.30               4.01

       2000
       ----
First Quarter                            $13.44              $7.50
Second Quarter                             9.25               5.31
Third Quarter                              7.50               4.38
Fourth Quarter                             6.00               3.56

Item 6. Selected Financial Data.

         The  information  captioned   "Consolidated  Selected  Financial  Data"
included on page 6 of the Company's  annual report to stockholders  for the year
ended December 31, 2001 is incorporated  herein by reference.  This  information
sets forth selected consolidated statement of operations,  operating and balance
sheet data for the years  indicated.  The financial  information is derived from
the audited  consolidated  financial  statements  of the Company for such years.
This  information  should  be read in  conjunction  with,  and is  qualified  by
reference to, the consolidated financial statements of the Company and the notes
thereto and  "Management's  Discussion  and Analysis of Financial  Condition and
Results of Operations" also incorporated herein by reference.

Item 7. Management's Discussion and Analysis of Financial Condition and Results
of Operations.

         The  information  captioned  "Management's  Discussion  and Analysis of
Financial Condition and Results of Operations" included on pages 7 through 12 of
the Company's annual report to stockholders for the year ended December 31, 2001
is incorporated herein by reference.

Item 7A. Quantitative and Qualitative Disclosures About Market Risk.

         The information under the subcaption "Risk Management"  included in the
information  captioned  "Management's   Discussion  and  Analysis  of  Financial
Condition  and  Results  of  Operations"  included  on pages 7 through 12 of the
Company's  annual report to stockholders for the year ended December 31, 2001 is
incorporated herein by reference.


Item 8. Financial Statements and Supplementary Data.

         The  following  consolidated  financial  statements  of the Company and
report of independent  auditors included on pages 13 through 39 of the Company's
annual  report  to  stockholders  for the  year  ended  December  31,  2001  are
incorporated herein by reference.

                  Consolidated Balance Sheet
                  Consolidated Statement of Operations
                  Consolidated Statement of Comprehensive Income (Loss)
                  Consolidated Statement of Changes in Stockholders' Equity
                  Consolidated Statement of Cash Flows
                  Notes to Consolidated Financial Statements
                  Report of Independent Auditors


Item 9. Changes in and Disagreements with Accountants on Accounting and
Financial Disclosure.

         None.

<PAGE>
                                    PART III

Item 10. Directors and Executive Officers of the Registrant.

         The information required by Item 401 (other than paragraph (b) thereof)
and Item 405 of Regulation S-K may be found under the caption Board of Directors
of the Company's  Proxy Statement dated March 22, 2002 for the Annual Meeting of
Stockholders  to be held on  April  26,  2002  (the  "Proxy  Statement")  and is
incorporated  herein by reference.  The  information  required by Item 401(b) of
Regulation S-K may be found under Item E.O. above.

Item 11. Executive Compensation.

         The  information  required by Item 402 of  Regulation  S-K may be found
under  the  caption  Executive  Compensation  in  the  Proxy  Statement  and  is
incorporated herein by reference.

Item 12. Security Ownership of Certain Beneficial Owners and Management.

         The  information  required by Item 403 of  Regulation  S-K may be found
under the caption  Beneficial  Ownership of Common Stock in the Proxy  Statement
and is incorporated herein by reference.

Item 13. Certain Relationships and Related Transactions.

         The  information  required by Item 404 of  Regulation  S-K may be found
under the caption Board of  Directors--Compensation  and Other Transactions with
Directors and under the caption Executive Compensation  --Management Development
and  Compensation  Committee  Interlocks and Insider  Participation in the Proxy
Statement and is incorporated herein by reference.

                                     PART IV

Item 14. Exhibits, Financial Statement Schedules, and Reports on Form 8-K.

         (a) (1)  List of  Financial Statements  filed

         The  following  consolidated  financial  statements  of the Company and
report of  independent  auditors  included  in the  Company's  annual  report to
stockholders for the year ended December 31, 2001 were incorporated by reference
in Part II, item 8 of this report:

         Consolidated Balance Sheet
         Consolidated Statement of Operations
         Consolidated Statement of Comprehensive Income (Loss)
         Consolidated Statement of Changes in Stockholders' Equity
         Consolidated Statement of Cash Flows
         Notes to Consolidated Financial Statements
         Report of Independent Auditors

         (a) (2)  List of Financial Statement Schedules filed

         The following report of independent accountants and financial statement
schedule should be read in conjunction with the Company's consolidated financial
statements.

         Supplemental  Schedule II - Valuation and Qualifying  Accounts is filed
on page 21 of this report.

         Report of Independent  Accountants on the Company's financial statement
schedule filed as a part hereof for the years ended December 31, 2001,  2000 and
1999 is filed on page 20 of this report.

         Financial statement schedules other than listed above have been omitted
since they are either not  required  or not  applicable  or the  information  is
otherwise included.

         (b) Reports on Form 8-K.

                  No reports on Form 8-K were filed during the fourth quarter
ended December 31, 2001.

         (c) Exhibits

                   3.1     Restated Certificate of Incorporation, effective
                           April 18, 1997(incorporated by reference to
                           Exhibit 3.1 to the Company's Quarterly Report on
                           Form 10-Q for the quarter ended March 31, 1997).

                   3.2     By-laws, dated April 17, 1997 (incorporated by
                           reference to Exhibit 3.2 to the Company's Annual
                           Report on Form 10-K for the year ended
                           December 31,1999).

                   3.3     Stockholder Protection Rights Agreement, dated as of
                           March 6, 1996, including forms of Rights Certificate,
                           Election to Exercise and Certificate of Designation
                           and Terms of Participating Preferred Stock of the
                           Company (incorporated by reference to Exhibits (1),
                           (2) and (3) to the Company's Registration Statement
                           No. 0-25642 on Form 8-A).

                  10.1     Executive Incentive Compensation Plan, as amended
                           December 4, 1995(incorporated by reference to
                           Exhibit 10.1 to the Company's Annual Report on
                           Form 10-K for the year ended December 31, 1995).

                  10.2     Long-term Executive Incentive Compensation Plan
                           (incorporated by reference to Exhibit 10.2 to the
                           Company's Registration Statement No. 33-87294 on
                           Form S-1).

                  10.3     1999 Executive Incentive Plan (incorporated by
                           reference to Exhibit 10.3 to the Company's Quarterly
                           Report on Form 10-Q for the quarter ended
                           March 31, 1999).

                  10.4     Salaried Employees Pension Plan (incorporated by
                           reference to Exhibit 10.4 to the Company's
                           Registration Statement No. 33-87294 on Form S-1).

                  10.5     Salaried Employees Performance Sharing Plan
                           (incorporated by reference to Exhibit 10.5 to the
                           Company's Registration Statement No. 33-87294 on
                           Form S-1).

                  10.6     1995 Stock Incentive Plan, as amended and restated
                           April 23, 1999 (incorporated by reference to Exhibit
                           10.1 to the Company's Quarterly Report on Form 10-Q
                           for the quarter ended March 31, 1999).

                  10.7     1997 Stock Incentive Plan, as amended and restated
                           April 23, 1999 (incorporated by reference to Exhibit
                           10.2 to the Company's Quarterly Report on Form 10-Q
                           for the quarter ended March 31, 1999).

                  10.7.1   Amendment, dated December 18, 2000, to 1997 Stock
                           Incentive Plan, as amended and restated April 23,
                           1999 (incorporated by reference to Exhibit 10.7.1 to
                           the Company's Annual Report on Form 10-K for the year
                           ended December 31, 2000).

                  10.8     Form of Severance Agreements between the Company and
                           Mark V. Kaminski,  Donald L. Marsh, Jr. and John J.
                           Wasz (incorporated by reference to Exhibit 10.7 to
                           the Company's Annual Report on Form 10-K for the year
                           ended December 31, 1995).

                  10.9     Deferred Compensation Plan (incorporated by reference
                           to Exhibit 10.1 to the Company's Quarterly Report on
                           Form 10-Q for the quarter ended June 30, 1996).

                  10.10    Second Amended and Restated Credit Agreement among
                           the Company, subsidiaries of the Company, the several
                           lenders from time to time parties thereto, and
                           National Westminster Bank PLC, as agent, dated as of
                           December 19, 1997 (incorporated by reference to
                           Exhibit 10.9 to the Company's Annual Report on Form
                           10-K for the year ended December 31, 1997).

                  10.10.1  Amendment No. 1, dated as of December 22, 1998, to
                           Second Amended and Restated Credit Agreement among
                           the Company, subsidiaries of the Company, the several
                           lenders from time to time parties thereto, and
                           National Westminster Bank PLC, as agent, dated as of
                           December 19, 1997 (incorporated by reference to
                           Exhibit 10.9.1 to the Company's Annual Report on Form
                           10-K for the year ended December 31, 1998).

                  10.10.2  Agreement, of Resignation, Appointment and
                           Acceptance, dated as of August 18, 1999 among the
                           Company, subsidiaries of the Company, the several
                           lenders from time to time parties thereto, National
                           Westminster Bank, as resigning agent, and Bank One,
                           Indiana, NA, as successor agent (incorporated by
                           reference to Exhibit 10.10.2 to the Company's Annual
                           Report on Form 10-K for the year ended December 31,
                           1999).

                  10.10.3  Joinder Agreement, dated as of October 29, 1999 among
                           the Company, subsidiaries of the Company, the several
                           lenders from time to time parties thereto, and Bank
                           One, Indiana, NA, as administrative agent
                           (incorporated by reference to Exhibit 10.10.3 to the
                           Company's Annual Report on Form 10-K for the year
                           ended December 31, 1999).

                  10.10.4  Joinder Agreement, dated as of December 31, 1999
                           among the Company, subsidiaries of the Company, the
                           several lenders from time to time parties thereto,
                           and Bank One, Indiana, NA, as administrative agent
                           (incorporated by reference to Exhibit 10.10.4 to the
                           Company's Annual Report on Form 10-K for the year
                           ended December 31, 1999).

                  10.10.5  Joinder Agreement, dated as of December 31, 2000
                           among the Company, subsidiaries of the Company, the
                           several lenders from time to time parties thereto,
                           and Bank One, Indiana, NA, as administrative agent
                           (incorporated by reference to Exhibit 10.10.5 to the
                           Company's Annual Report on Form 10-K for the year
                           ended December 31, 2000).

                  10.10.6  Amendment, dated as of June 29, 2001, to Second
                           Amended and Restated Credit Agreement among the
                           Company, subsidiaries of the Company, the several
                           lenders from time to time parties thereto, and Bank
                           One Indiana, N.A., as agent, dated as of December 19,
                           1997 (incorporated by reference to Exhibit 10.1 to
                           the Company's Quarterly Report on Form 10-Q for the
                           quarter ended June 30, 2001).

                  10.10.7  Amendment, dated as of December 21, 2001, to Second
                           Amended and Restated Credit Agreement among the
                           Company, subsidiaries of the Company, the several
                           lenders from time to time parties thereto, and Bank
                           One Indiana, N.A., as agent, dated as of December 19,
                           1997.

                  10.11    Amended and Restated Pledge and Security Agreement
                           entered into by the Company and its subsidiaries,
                           collectively, in favor of National Westminster Bank
                           PLC, as agent, dated November 29, 1996 (incorporated
                           by reference to Exhibit 10.9 to the Company's Annual
                           Report on Form 10-K for the year ended December 31,
                           1996).

                  10.12    Amendment No. 1, dated as of December 19, 1997, to
                           the Amended and Restated Pledge and Security
                           Agreement entered into by the Company and its
                           subsidiaries, collectively, in favor of National
                           Westminster Bank PLC, as agent, dated November 29,
                           1996 (incorporated by reference to Exhibit 10.11 to
                           the Company's Annual Report on Form 10-K for the year
                           ended December 31, 1997.

                  10.13    Receivables Purchase Agreement among Commonwealth
                           Financing Corp., the Company, Market Street Funding
                           Corporation and PNC Bank, National Association, dated
                           as of September 29, 1997 (incorporated by reference
                           to Exhibit 10.1 to the Company's Quarterly Report on
                           Form 10-Q for the quarter ended September 30, 1997).

                  10.13.1  First Amendment, dated May 12, 1998, to Receivables
                           Purchase Agreement among Commonwealth Financing
                           Corp., the Company, Market Street Funding Corporation
                           and PNC Bank, National Association, dated as of
                           September 29, 1997 (incorporated by reference to
                           Exhibit 10.1 to the Company's Quarterly Report on
                           Form 10-Q for the quarter ended September 30, 2000).

                  10.13.2  Second Amendment, dated September 25, 2000, to
                           Receivables Purchase Agreement among Commonwealth
                           Financing Corp., the Company, Market Street Funding
                           Corporation and PNC Bank, National Association, dated
                           as of September 29, 1997 (incorporated by reference
                           to Exhibit 10.2 to the Company's Quarterly Report on
                           Form 10-Q for the quarter ended September 30, 2000).

                  10.13.3  Third Amendment, dated September 24, 2001, to
                           Receivables Purchase Agreement among Commonwealth
                           Financing Corp., the Company, Market Street Funding
                           Corporation and PNC Bank, National Association, dated
                           as of September 29, 1997 (incorporated by reference
                           to Exhibit 10.1 to the Company's Quarterly Report on
                           Form 10-Q for the quarter ended September 30, 2001).

                  10.14    Supply Agreement by and among Commonwealth Aluminum
                           Corporation, IMCO Recycling of Ohio Inc. and IMCO
                           Recycling Inc., effective as of April 1, 1999
                           (incorporated by reference to Exhibit 10.4 to the
                           Company's Quarterly Report on Form 10-Q for the
                           quarter ended March 31, 1999).

                  10.15    Indenture dated as of September 20, 1996 between the
                           Company, the Subsidiary Guarantors named therein and
                           Harris Trust and Savings Bank, Trustee (incorporated
                           by reference to Exhibit 4.2 to the Company's
                           Registration Statement No. 333-13661 on Form S-4).

                  10.15.1  First Supplemental Indenture, dated as of November
                           12, 1996, to Indenture dated as of September 20, 1996
                           (incorporated by reference to Exhibit 10.16 to the
                           Company's Annual Report on Form 10-K for the year
                           ended December 31, 1996).

                  10.15.2  Second Supplemental Indenture, dated as of October
                           16, 1998, to Indenture dated as of September 20, 1996
                           (incorporated by reference to Exhibit 10.20 to the
                           Company's Annual Report on Form 10-K for the year
                           ended December 31, 1998).

                  10.15.3  Third Supplemental Indenture, dated as of December
                           31, 1999, to Indenture dated as of September 20, 1996
                           (incorporated by reference to Exhibit 10.15.3 to the
                           Company's Annual Report on Form 10-K for the year
                           ended December 31, 1999).

                  10.15.4  Fourth Supplemental Indenture, dated as of December
                           31, 2000, to Indenture dated as of September 20, 1996
                           (incorporated by reference to Exhibit 10.15.4 to the
                           Company's Annual Report on Form 10-K for the year
                           ended December 31, 2000).

                  13       Portions of the annual report to stockholders for
                           the year ended December 31, 2001 which are expressly
                           incorporated by reference in this filing.

                  21       Subsidiaries.

                  23       Consent of PricewaterhouseCoopers LLP.

<PAGE>
        Report of Independent Accountants on Financial Statement Schedule

Board of Directors
Commonwealth Industries, Inc.

         Our audits of the consolidated  financial statements referred to in our
report dated March 21, 2002 appearing in the 2001 Annual Report to  Stockholders
of Commonwealth Industries, Inc. and subsidiaries (which report and consolidated
financial statements are incorporated by reference in this Annual Report on Form
10-K) also included an audit of the consolidated  financial  statement  schedule
listed in Item 14 (a) (2) of this Form 10-K. In our opinion,  this  consolidated
financial  statement  schedule  presents fairly, in all material  respects,  the
information  set  forth  therein  when  read in  conjunction  with  the  related
consolidated financial statements.

/s/ PricewaterhouseCoopers LLP

Louisville, Kentucky
March 21, 2002

<PAGE>
                            Supplemental Schedule II
                          Commonwealth Industries, Inc.
                        Valuation and Qualifying Accounts
                        December 31, 2001, 2000 and 1999
                                 (in thousands)
<TABLE>
<CAPTION>
                                                     Additions
                                         Balance at  Charged to  Charged to               Balance at
                                         Beginning   Costs and      Other                   End of
           Description                   of Period   Expenses    Accounts     Deductions   of Period
           -----------                   ---------   --------    --------     ----------   ---------
<S>                                      <C>        <C>         <C>            <C>          <C>
Allowance for uncollectible accounts
     December 31,2001                     $2,930     $4,263      $     -        $5,953       $1,240
     December 31,2000                      1,950      1,014            -            34        2,930
     December 31,1999                      2,484        591            -         1,125        1,950

Allowance for obsolete stores inventory
     December 31,2001                     $1,203     $   20      $     -        $    -       $1,223
     December 31,2000                      1,221          -            -            18        1,203
     December 31,1999                      1,100        121            -             -        1,221

</TABLE>
<PAGE>
                                   SIGNATURES

         Pursuant to the  requirements  of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned thereunto duly authorized on March 25, 2002.


                                    COMMONWEALTH INDUSTRIES, INC.

                                    By /s/ Mark V. Kaminski
                                       ---------------------------------------
                                       Mark V. Kaminski, President and
                                       Chief Executive Officer

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

<TABLE>
<CAPTION>

     Signature                          Title                                              Date
     ---------                          -----                                              ----
<S>                                <C>                                                 <C>

/s/ Paul E.Lego
--------------------------
Paul E. Lego                        Chairman of the Board                               March 25, 2002

/s/ Mark V. Kaminski
--------------------------
Mark V. Kaminski                    President, Chief Executive Officer and Director     March 25, 2002
                                    (Principal Executive Officer)

/s/ Catherine G. Burke
--------------------------
Catherine G. Burke                  Director                                            March 25, 2002


/s/ C. Frederick Fetterolf
--------------------------
C. Frederick Fetterolf              Director                                            March 25, 2002


/s/ Larry E. Kittelberger
--------------------------
Larry E. Kittelberger               Director                                            March 25, 2002


/s/ John E. Merow
--------------------------
John E. Merow                       Director                                            March 25, 2002


/s/ Donald L. Marsh, Jr.
--------------------------
Donald L. Marsh, Jr.                Executive Vice President, Chief Financial           March 25, 2002
                                    Officer and Secretary (Principal Financial
                                    Officer)

/s/ Henry Del Castillo
--------------------------
Henry Del Castillo                  Vice President  Finance                             March 25, 2002
                                    (Principal Accounting Officer)

/s/ John F. Barron
--------------------------
John F. Barron                      Controller and Assistant Secretary                  March 25, 2002

</TABLE>
<PAGE>
                                  Exhibit Index
                                  -------------

                  Exhibit
                  Number                      Description
                  -------                     -----------
                    3.1    Restated Certificate of Incorporation, effective
                           April 18, 1997(incorporated by reference to
                           Exhibit 3.1 to the Company's Quarterly Report on
                           Form 10-Q for the quarter ended March 31, 1997).

                   3.2     By-laws, dated April 17, 1997 (incorporated by
                           reference to Exhibit 3.2 to the Company's Annual
                           Report on Form 10-K for the year ended
                           December 31, 1999).

                   3.3     Stockholder Protection Rights Agreement, dated as of
                           March 6, 1996, including forms of Rights Certificate,
                           Election to Exercise and Certificate of Designation
                           and Terms of Participating Preferred Stock of the
                           Company (incorporated by reference to Exhibits (1),
                           (2) and (3) to the Company's Registration Statement
                           No. 0-25642 on Form 8-A).

                  10.1     Executive Incentive Compensation Plan, as amended
                           December 4, 1995(incorporated by reference to
                           Exhibit 10.1 to the Company's Annual Report on
                           Form 10-K for the year ended December 31, 1995).

                  10.2     Long-term Executive Incentive Compensation Plan
                           (incorporated by reference to Exhibit 10.2 to the
                           Company's Registration Statement No. 33-87294 on
                           Form S-1).

                  10.3     1999 Executive Incentive Plan (incorporated by
                           reference to Exhibit 10.3 to the Company's Quarterly
                           Report on Form 10-Q for the quarter ended
                           March 31, 1999).

                  10.4     Salaried Employees Pension Plan (incorporated by
                           reference to Exhibit 10.4 to the Company's
                           Registration Statement No. 33-87294 on Form S-1).

                  10.5     Salaried Employees Performance Sharing Plan
                           (incorporated by reference to Exhibit 10.5 to the
                           Company's Registration Statement No. 33-87294 on
                           Form S-1).

                  10.6     1995 Stock Incentive Plan, as amended and restated
                           April 23, 1999 (incorporated by reference to Exhibit
                           10.1 to the Company's Quarterly Report on Form 10-Q
                           for the quarter ended March 31, 1999).

                  10.7     1997 Stock Incentive Plan, as amended and restated
                           April 23, 1999 (incorporated by reference to
                           Exhibit 10.2 to the Company's Quarterly Report on
                           Form 10-Q for the quarter ended March 31, 1999).

                  10.7.1   Amendment, dated December 18, 2000, to 1997 Stock
                           Incentive Plan, as amended and restated April 23,
                           1999 (incorporated by reference to Exhibit 10.7.1 to
                           the Company's Annual Report on Form 10-K for the year
                           ended December 31, 2000).

                  10.8     Form of Severance Agreements between the Company and
                           Mark V. Kaminski,  Donald L. Marsh, Jr. and John J.
                           Wasz (incorporated by reference to Exhibit 10.7 to
                           the Company's Annual Report on Form 10-K for the year
                           ended December 31, 1995).

                  10.9     Deferred Compensation Plan (incorporated by reference
                           to Exhibit 10.1 to the Company's Quarterly Report on
                           Form 10-Q for the quarter ended June 30, 1996).

                  10.10    Second Amended and Restated Credit Agreement among
                           the Company, subsidiaries of the Company, the several
                           lenders from time to time parties thereto, and
                           National Westminster Bank PLC, as agent, dated as of
                           December 19, 1997 (incorporated by reference to
                           Exhibit 10.9 to the Company's Annual Report on Form
                           10-K for the year ended December 31, 1997).

                  10.10.1  Amendment No. 1, dated as of December 22, 1998, to
                           Second Amended and Restated Credit Agreement among
                           the Company, subsidiaries of the Company, the several
                           lenders from time to time parties thereto, and
                           National Westminster Bank PLC, as agent, dated as of
                           December 19, 1997 (incorporated by reference to
                           Exhibit 10.9.1 to the Company's Annual Report on Form
                           10-K for the year ended December 31, 1998).

                  10.10.2  Agreement, of Resignation, Appointment and
                           Acceptance, dated as of August 18, 1999 among the
                           Company, subsidiaries of the Company, the several
                           lenders from time to time parties thereto, National
                           Westminster Bank, as resigning agent, and Bank One,
                           Indiana, NA, as successor agent (incorporated by
                           reference to Exhibit 10.10.2 to the Company's Annual
                           Report on Form 10-K for the year ended December 31,
                           1999).

                  10.10.3  Joinder Agreement, dated as of October 29, 1999 among
                           the Company, subsidiaries of the Company, the several
                           lenders from time to time parties thereto, and Bank
                           One, Indiana, NA, as administrative agent
                           (incorporated by reference to Exhibit 10.10.3 to the
                           Company's Annual Report on Form 10-K for the year
                           ended December 31, 1999).

                  10.10.4  Joinder Agreement, dated as of December 31, 1999
                           among the Company, subsidiaries of the Company, the
                           several lenders from time to time parties thereto,
                           and Bank One, Indiana, NA, as administrative agent
                           (incorporated by reference to Exhibit 10.10.4 to the
                           Company's Annual Report on Form 10-K for the year
                           ended December 31, 1999).

                  10.10.5  Joinder Agreement, dated as of December 31, 2000
                           among the Company, subsidiaries of the Company, the
                           several lenders from time to time parties thereto,
                           and Bank One, Indiana, NA, as administrative agent
                           (incorporated by reference to Exhibit 10.10.5 to the
                           Company's Annual Report on Form 10-K for the year
                           ended December 31, 2000).

                  10.10.6  Amendment, dated as of June 29, 2001, to Second
                           Amended and Restated Credit Agreement among the
                           Company, subsidiaries of the Company, the several
                           lenders from time to time parties thereto, and Bank
                           One, Indiana, NA, as agent, dated as of December 19,
                           1997 (incorporated by reference to Exhibit 10.1 to
                           the Company's Quarterly Report on Form 10-Q for the
                           quarter ended June 30, 2001).

                  10.10.7  Amendment, dated as of December 21, 2001, to Second
                           Amended and Restated Credit Agreement among the
                           Company, subsidiaries of the Company, the several
                           lenders from time to time parties thereto, and Bank
                           One, Indiana, NA, as agent, dated as of December 19,
                           1997.

                  10.11    Amended and Restated Pledge and Security Agreement
                           entered into by the Company and its subsidiaries,
                           collectively, in favor of National Westminster Bank
                           PLC, as agent, dated November 29, 1996 (incorporated
                           by reference to Exhibit 10.9 to the Company's Annual
                           Report on Form 10-K for the year ended December 31,
                           1996).

                  10.12    Amendment No.1, dated as of December 19, 1997, to the
                           Amended and Restated Pledge and Security Agreement
                           entered into by the Company and its subsidiaries,
                           collectively, in favor of National Westminster Bank
                           PLC, as agent, dated November 29, 1996 (incorporated
                           by reference to Exhibit 10.11 to the Company's Annual
                           Report on Form 10-K for the year ended December 31,
                           1997).

                  10.13    Receivables Purchase Agreement among Commonwealth
                           Financing Corp., the Company, Market Street Funding
                           Corporation and PNC Bank, National Association, dated
                           as of September 29, 1997 (incorporated by reference
                           to Exhibit 10.1 to the Company's Quarterly Report on
                           Form 10-Q for the quarter ended September 30, 1997).

                  10.13.1  First Amendment, dated May 12, 1998, to Receivables
                           Purchase Agreement among Commonwealth Financing
                           Corp., the Company, Market Street Funding Corporation
                           and PNC Bank, National Association, dated as of
                           September 29, 1997 (incorporated by reference to
                           Exhibit 10.1 to the Company's Quarterly Report on
                           Form 10-Q for the quarter ended September 30, 2000).

                  10.13.2  Second Amendment, dated September 25, 2000, to
                           Receivables Purchase Agreement among Commonwealth
                           Financing Corp., the Company, Market Street Funding
                           Corporation and PNC Bank, National Association, dated
                           as of September 29, 1997 (incorporated by reference
                           to Exhibit 10.2 to the Company's Quarterly Report on
                           Form 10-Q for the quarter ended September 30, 2000).

                  10.13.3  Third Amendment, dated September 24, 2001, to
                           Receivables Purchase Agreement among Commonwealth
                           Financing Corp., the Company, Market Street Funding
                           Corporation and PNC Bank, National Association, dated
                           as of September 29, 1997 (incorporated by reference
                           to Exhibit 10.1 to the Company's Quarterly Report on
                           Form 10-Q for the quarter ended September 30, 2001).

                  10.14    Supply Agreement by and among Commonwealth Aluminum
                           Corporation, IMCO Recycling of Ohio Inc. and IMCO
                           Recycling Inc., effective as of April 1, 1999
                           (incorporated by reference to Exhibit 10.4 to the
                           Company's Quarterly Report on Form 10-Q for the
                           quarter ended March 31, 1999).

                  10.15    Indenture dated as of September 20, 1996 between the
                           Company, the Subsidiary Guarantors named therein and
                           Harris Trust and Savings Bank, Trustee (incorporated
                           by reference to Exhibit 4.2 to the Company's
                           Registration Statement No. 333-13661 on Form S-4).

                  10.15.1  First Supplemental Indenture, dated as of November
                           12, 1996, to Indenture dated as of September 20, 1996
                           (incorporated by reference to Exhibit 10.16 to the
                           Company's Annual Report on Form 10-K for the year
                           ended December 31, 1996).

                  10.15.2  Second Supplemental Indenture, dated as of October
                           16, 1998, to Indenture dated as of September 20, 1996
                           (incorporated by reference to Exhibit 10.20 to the
                           Company's Annual Report on Form 10-K for the year
                           ended December 31, 1998).

                  10.15.3  Third Supplemental Indenture, dated as of December
                           31, 1999, to Indenture dated as of September 20, 1996
                           (incorporated by reference to Exhibit 10.15.3 to the
                           Company's Annual Report on Form 10-K for the year
                           ended December 31, 1999).

                  10.15.4  Fourth Supplemental Indenture, dated as of December
                           31, 2000, to Indenture dated as of September 20, 1996
                           (incorporated by reference to Exhibit 10.15.4 to the
                           Company's Annual Report on Form 10-K for the year
                           ended December 31, 2000).

                  13       Portions of the annual report to stockholders for the
                           year ended December 31, 2001 which are expressly
                           incorporated by reference in this filing.

                  21       Subsidiaries.

                  23       Consent of PricewaterhouseCoopers LLP.

<PAGE>
                                                              Exhibit 10.10.7
                                                              ---------------

                          AMENDMENT TO CREDIT AGREEMENT

         This Amendment to Credit Agreement (the "Amendment") is made and
entered into as of December 21, 2001, by and among:

     (1) Commonwealth Industries, Inc., a corporation duly organized and validly
existing  under  the  laws of the  State  of  Delaware  (the  "Parent")  and the
successor by merger to CI Holdings, Inc.;

     (2) CA Lewisport,  Inc., a corporation  duly organized and validly existing
under the laws of the  State of  Delaware  and  formerly  known as  Commonwealth
Aluminum  Lewisport,  Inc.,  and  as  Commonwealth  Aluminum  Corporation  ("Old
Lewisport");

     (3) CI Holdings,  Inc., a corporation  duly organized and validly  existing
under the laws of the State of Delaware and formerly known as Alflex Corporation
("CI Holdings");

     (4) Commonwealth  Aluminum Concast,  Inc., a corporation duly organized and
validly existing under the laws of the State of Ohio ("CACI");

     (5)  Commonwealth  Aluminum  Corporation,  a corporation duly organized and
validly existing under the laws of the State of Delaware ("CAC");

     (6) Alflex  Corporation,  a corporation duly organized and validly existing
under the laws of the State of Delaware ("New Alflex");

     (7) Commonwealth Aluminum Lewisport,  LLC, a limited liability company duly
formed  and  validly  existing  under  the laws of the State of  Delaware  ("New
Lewisport");

     (8) Commonwealth  Aluminum Metals,  LLC, a limited  liability  company duly
formed and validly  existing under the laws of the State of Delaware  ("Metals";
each of CAC,  CACI, Old Lewisport,  CI Holdings,  New Alflex,  New Lewisport and
Metals is sometimes  hereafter  referred to as a "Borrower" and  collectively as
the "Borrowers");

     (9) The  Subsidiaries of the Parent  identified by the caption  "Subsidiary
Guarantors"  on the signature  pages hereto (the  "Subsidiary  Guarantors";  the
Subsidiary  Guarantors,  the Parent and the Borrowers  are  sometimes  hereafter
referred to collectively as the "Obligors");

     (10) The  Majority  Lenders  whose  signatures  appear in their  respective
signature blocks at the end of this Amendment.

                             PRELIMINARY STATEMENTS:

A. Parent, each of the Borrowers, each of the Subsidiary Guarantors and each of
the Lenders are parties to a certain Second Amended and Restated Credit
Agreement dated as of December 19, 1997, as amended by Amendment No. 1 to Credit
Agreement dated December 22, 1998, an Agreement of Resignation, Appointment and
Acceptance dated August 18, 1999, a Amendment dated as of October 29, 1999, a
Amendment dated as of December 31, 1999, a letter agreement dated as of December
27, 2000, an Amendment dated as of June 29, 2001, and a letter dated November
30, 2001 (as amended from time to time, the "Credit Agreement").

B. Parent, each of the Borrowers, each of the Subsidiary Guarantors and the
Administrative Agent (as successor to National Westminster Bank PLC pursuant to
the Agreement of Resignation, Appointment and Acceptance dated August 18, 1999)
are parties to a certain Amended and Restated Pledge and Security Agreement
dated as of November 29, 1996, as amended by Amendment No. 1 dated as of
December 19, 1997, by a Amendment dated as of October 29, 1999, and by a
Amendment dated as of December 31, 1999 (as amended, the "Pledge Agreement").

C. The Obligors have requested that the Lenders agree to amend the Credit
Agreement in certain respects.

D. The Lenders are willing to do so, but only upon the terms and subject to
the conditions set forth in this Amendment.

                  NOW THEREFORE, the parties hereto, in consideration of their
mutual covenants and agreements hereinafter set forth and intending to be
legally bound hereby, covenant and agree as follows:

         1.       Definitions.
                  ------------
All terms with their initial letters  capitalized  herein, but not otherwise
defined herein, shall have the meanings given such terms in the Credit
Agreement.

         2.       Amendments to the Credit Agreement.
                  ----------------------------------

         (a) Amendment to Section 1.01. The definition of "EBITDA" set forth in
Section 1.01 of the Credit Agreement is hereby amended and modified so that, as
amended and modified, it shall read in its entirety as follows:

         "'EBITDA' shall mean:

                  (i) for any period that does not include the calendar quarter
         ended December 31, 2001, the sum, for the Parent and its Subsidiaries
         (determined on a consolidated basis without duplication in accordance
         with GAAP), of the following: (a) net income for such period, plus (b)
         the amount of Total Interest for such period, plus (c) income and other
         taxes paid during such period, plus (d) depreciation and amortization
         for such period, plus (e) extraordinary losses for such period, plus
         (f) in the case of any period during calendar year 2002, an amount
         equal to the amount deducted, on account of impairment of goodwill, in
         calculating net income for such period in accordance with GAAP, minus
         (g) extraordinary gains for such period, minus (h) interest received
         during such period, and

                  (ii) for any period that does include the calendar quarter
         ended December 31, 2001, the sum, for the Parent and its Subsidiaries
         (determined on a consolidated basis without duplication in accordance
         with GAAP), of the following: (a) net income for such period, plus (b)
         the amount of Total Interest for such period, plus (c) income and other
         taxes paid during such period, plus (d) depreciation and amortization
         for such period, plus (e) extraordinary losses for such period, plus
         (f) the nonrecurring losses described in Donald L. Marsh's December 14,
         2001, Letter (a copy of which is attached as Schedule 1), but only to
         the extent that such losses, in the aggregate, do not exceed
         $179,000,000.00, (g) in the case of any period during calendar year
         2002, an amount equal to the amount deducted, on account of impairment
         of goodwill, in calculating net income for such period in accordance
         with GAAP, minus (h) extraordinary gains for such period, minus (i)
         interest received during such period."

         (b) Amendment to Section 9.10. Section 9.10(a), (b) and (c) of the
Credit Agreement is hereby modified and amended so that, as modified and
amended, it shall read in its entirety as follows:

                  "9.10    Certain Financial Covenants.

                  (a)      Leverage  Ratio.  The Parent will not permit the
Total  Leverage  Ratio to exceed the  following  respective ratios at any time
during the following respective periods:

                  Period                                            Ratio

                  From and including
                   the Restatement Effective Date
                   to and including
                   December 30, 1998                             3.50 to 1.00

                  From and including
                   December 31, 1998
                   To and including
                   December 30, 1999                             3.25 to 1.00

                  From and including
                   December 31, 1999
                   To and including
                   December 30, 2000                             3.00 to 1.00

                  From and including
                  December 31, 2000
                   To and including
                   March 31, 2001                                2.75 to 1.00

                  From and including
                   April 1, 2001
                   to and including
                   September 30, 2001                            3.50 to 1.00

                  From and including
                   October 1, 2001
                   to and including
                  March 15, 2002                                 4.00 to 1.00

                  From and including
                   March 16, 2002
                   to and including
                   June 30, 2002                                 3.00 to 1.00

                  From and including
                   July 1, 2002
                   and at all times thereafter                   2.50 to 1.00

                  (b)      Interest  Coverage Ratio.  The Parent will not
permit the Total Interest  Coverage Ratio to be less than the following
respective ratios at any time during the following respective periods:

                  Periods:                                         Ratios:

                  From the Restatement Effective Date
                   through December 30, 1998                      2.00 to 1.00

                  From December 31, 1998
                   through September 29, 1999                     2.25 to 1.00

                  From September 30, 1999
                   through December 30, 1999                      2.50 to 1.00

                  From December 31, 1999
                   through December 30, 2000                      3.00 to 1.00

                  From December 31, 2000
                   through March 31, 2001                         2.75 to 1.00

                  From April 1, 2001
                   through September 30, 2001                     2.00 to 1.00

                  From October 1, 2001
                   through March 15, 2002                         1.75 to 1.00

                  From March 16, 2002
                   and at all times thereafter                    3.00 to 1.00

                  (c)      Fixed  Charges  Ratio.  The Parent  will not permit
the Fixed  Charges  Ratio to be less than the  following respective ratios at
any time during the following respective periods:

                           Period                                    Ratio

                  From the Restatement Effective
                   Date through December 30, 1998                 1.10 to 1.00

                  From December 31, 1998 through
                   December 30, 1999                              1.20 to 1.00

                  From December 31, 1999 through
                   September 30, 2001                             1.25 to 1.00

                  From October 1, 2001 through
                   March 15, 2002                                 1.00 to 1.00

                  From March 16, 2002
                   and at all times thereafter                    1.25 to 1.00"

         3. Affirmation of Representations and Warranties. Each of the Obligors
hereby affirms that the representations and warranties contained in the Credit
Agreement and in the Pledge Agreement are true and accurate as of the Effective
Date and as of the date of the execution and delivery of this Amendment. Each
further represents and warrants that each has the power to enter into and
perform this Amendment. The making and performance by the Obligors of this
Amendment has been duly authorized by all necessary action and will not:

                  (i)      violate any provision of law or of any of the
                  Obligors'  certificates  of  incorporation  or formation,  or
                  bylaws or limited liability company agreements,

                  (ii) result in the breach of, or constitute a default under,
                  any agreement or instrument to which any of the Obligors is a
                  party or by which any of the Obligors or any of their
                  respective property may be bound or affected, or

                  (iii) result in the creation of any lien, charge or
                  encumbrance upon any property or assets of any of the
                  Obligors.

No consent, approval, authorization, declaration, exemption or other action by,
or notice to, any court or governmental or administrative agency or tribunal is
or will be required in connection with the execution, delivery, performance,
validity or enforcement of this Amendment or any other agreement, instrument or
document to be executed and delivered pursuant hereto.

         4. No Impairment and Ratification. Each Guarantor consents to the
entering into of this Amendment by each of the Borrowers and the other
Guarantors. Each of the Obligors agrees that neither this Amendment nor anything
contained herein or in any other document or instrument delivered in connection
herewith shall diminish or impair any Guarantor's liability in any respect under
its Guaranty. Each Guarantor further agrees that its Guaranty is, by the
execution and delivery of this Amendment, ratified, confirmed and reaffirmed in
its entirety, and acknowledged to continue in full force and effect.

         5. Ratification. Except as expressly amended by this Amendment, the
Credit Agreement, the Pledge Agreement and the Guaranties are and shall be
unchanged. All of the terms, provisions, covenants, agreements, conditions,
schedules and exhibits thereof or thereto shall remain and continue in full
force and effect and are hereby incorporated by reference, and hereby ratified,
reaffirmed and confirmed by the Obligors and the Lenders in all respects on and
as of the effective date of this Amendment. Each of the Obligors acknowledges
and agrees that all liens, security interests, and pledges heretofore given to
the Lenders to secure their respective indebtedness to the Lenders shall also
secure all obligations arising hereunder.

         6.       Conditions.  The  Lenders'  agreements  and  consents  in
                  ----------
this  Amendment  are and  shall  be  subject  to the  prior
satisfaction of the following conditions precedent:

                  (a) Execution  and Delivery of this  Amendment.  All of
the parties to this  Amendment  shall have  executed and delivered a
counterpart hereof.

                  (b) Evidence of Existence and Authorization. The Documentation
Agent shall have received for all Obligors, copies of resolutions relating to
the execution and delivery of this Amendment, all certified as true, correct and
complete by the Secretary or an Assistant Secretary of each Obligor.

                  (c) Legal  Opinion.  The  Documentation  Agent  shall  have
received  the  legal  opinion  of Lenna  MacDonald, substantially in the form
of Exhibit A attached hereto and incorporated herein by this reference.

                  (d) Proceedings Satisfactory. All proceedings taken in
connection with the transactions contemplated herein shall be satisfactory to
the Lenders and their counsel. The Lenders and their counsel shall have received
copies of such documents as they may request in connection therewith, all in
form and substance satisfactory to the Lenders and their counsel.

         7.       General Provisions.
                  ------------------

(a) Entire Agreement. This Agreement, the Credit Agreement, the Pledge Agreement
and the other documents to which the Obligors are parties pursuant to the Credit
Agreement constitute the entire agreement of the parties with respect to the
subject matter hereof and thereof. No change, modification, addition or
termination of this Agreement shall be enforceable unless in writing and signed
by the party against whom enforcement is sought.

(b) Definitions. Terms used and not otherwise defined in this Amendment shall
have the meanings given to them in the Credit Agreement, as amended from time to
time.

(c) Benefit. This Agreement shall be binding upon the Obligors and their
respective successors and assigns and shall inure to the benefit of the Lenders
and their respective successors and assigns.

(d) Waiver. No waiver of the provisions hereof shall be effective unless in
writing and signed by the party to be charged with such waiver. No waiver shall
be deemed a continuing waiver or a waiver in respect of any breach or default,
whether of a similar or a different nature, unless expressly so stated in
writing.

(e) Governing  Law.  The  validity,  construction,  interpretation  and
enforcement  of this  Agreement  shall  be  construed  in accordance with the
laws of the State of New York without regard to its conflict of laws.

(f) Severability. If any provision of this Agreement or its application shall be
deemed invalid, illegal or unenforceable in any respect, the validity,
construction, interpretation and enforceability of all other applications of
that provision and of all other provisions and applications hereof shall not in
any way be affected or impaired.

(g) Further Assurances. From time to time at another party's request and without
further consideration, the parties shall execute and deliver such further
instruments and documents, and take such other action as the requesting party
may reasonably request, in order to complete more effectively the transactions
contemplated in this Agreement.

(h) Counterparts. This Agreement may be executed in any number
of counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same agreement. This Agreement may be
executed by each party on separate copies, which copies, when combined so as to
include the signatures of all parties, shall constitute a single counterpart of
this Agreement.

(i) Effectiveness Upon Execution By Majority Lenders. Upon its execution and
delivery by all of the Obligors and by the Majority Lenders, this Amendment
shall become effective as of December 21, 2001.

         IN WITNESS WHEREOF, the parties hereto, by their officers thereunto
duly authorized, have executed this Agreement, effective as of the date set out
in the preamble of this Agreement.

"Parent"                   Commonwealth Industries, Inc.

                         By:
                         ------------------------------------------------------
                         Title:
                         ------------------------------------------------------

"Borrowers"                CA Lewisport, Inc.

                         By:
                         ------------------------------------------------------
                         Title:
                         ------------------------------------------------------

                           CI Holdings, Inc.

                         By:
                         ------------------------------------------------------
                         Title:
                         ------------------------------------------------------

                           Commonwealth Aluminum Concast, Inc.

                         By:
                         ------------------------------------------------------
                         Title:
                         ------------------------------------------------------

                           Commonwealth Aluminum Corporation

                         By:
                         ------------------------------------------------------
                         Title:
                         ------------------------------------------------------

                           Alflex Corporation

                         By:
                         ------------------------------------------------------
                         Title:
                         ------------------------------------------------------


                           Commonwealth Aluminum Lewisport, LLC

                         By:
                         ------------------------------------------------------
                         Title:
                         ------------------------------------------------------

                           Commonwealth Aluminum Metals, LLC

                         By:
                         ------------------------------------------------------
                         Title:
                         ------------------------------------------------------

"Subsidiary Guarantors"    Commonwealth Aluminum Sales Corporation

                         By:
                         ------------------------------------------------------
                         Title:
                         ------------------------------------------------------

                           Alflex E1 LLC, by its sole
                            member, CI Holdings, Inc.

                         By:
                         ------------------------------------------------------
                         Title:
                         ------------------------------------------------------

 "Majority Lenders"        Bank One, Indiana, NA

                         By:
                         ------------------------------------------------------
                         Title:
                         ------------------------------------------------------

                           PNC Bank, National Association

                         By:
                         ------------------------------------------------------
                         Title:
                         ------------------------------------------------------

                           ABN AMRO Bank N.V.

                         By:
                         ------------------------------------------------------
                         Title:
                         ------------------------------------------------------



                           Bank of Montreal

                         By:
                         ------------------------------------------------------
                         Title:
                         ------------------------------------------------------


                           Credit Agricole Indosuez

                         By:
                         ------------------------------------------------------
                         Title:
                         ------------------------------------------------------

                            Mellon Bank, N.A.

                         By:
                         ------------------------------------------------------
                         Title:
                         ------------------------------------------------------

                            The Industrial Bank of Japan, Limited

                         By:
                         ------------------------------------------------------
                         Title:
                         ------------------------------------------------------

                            Firstar Bank, NA

                         By:
                         ------------------------------------------------------
                         Title:
                         ------------------------------------------------------

<PAGE>

Schedule 1
--------------

December 14, 2001

(FullName)
(Title)
(Company)
(Address1)
(Address2)
(CityStateZip)

Dear (Firstname):

On December 11, we issued a press release in which we detailed certain one-time
charges that we expect to record at the end of December, including;

|X|  A reduction of about $87.6 million in the carrying amount of property,
     plant and equipment, almost entirely related to the book value of our
     Lewisport rolling mill.

o A reduction of about $79.9 million in the carrying amount of goodwill.

o A charge of about $4.7 million associated with the termination of CII's
  1999 Executive Incentive Plan

o An increase of $4 million in the provision for uncollectible accounts
  receivable, principally relating to the recent Chapter 11 bankruptcy filing
  by one of our customers, Metals USA

Since for accounting purposes these non-recurring items are not extraordinary,
they will affect income from operations and, therefore, EBITDA. We are asking
our banks to approve before December 31 an amendment to the facility that will
eliminate these non-recurring items from the calculation of EBITDA. Since our
board has eliminated the Executive Incentive Plan altogether, we also ask that
the banks exclude from EBITDA the accrued expenses ($2.9 million) associated
with this plan during the first three quarters of 2001. Of this total of
approximately $179 million in charges, all are one-time.

Besides the exclusion of these non-recurring items, we are asking for the
following covenant changes for the three-month period ending 12/31/01:



|X|      Leverage ratio:            From 3.50 to 1.00    To 4.00 to 1.00

|X|      Interest coverage ratio:   From 2.00 to 1.00    To 1.75 to 1.00

|X|      Fixed charges ratio:       From 1.25 to 1.00    To 1.00 to 1.00



Our plan is to consolidate our banking relationships, to reduce the total
commitment and to name PNC Bank as Agent under the credit agreement. We intend
to complete this restructuring of our banking arrangements in the first quarter
of 2002 and require this amendment in order to complete the process in an
orderly manner.


Page Two

December 14, 2001


We will pay a fee of 25 basis points to banks that communicate to you their
approval of the amendment by the close of business on Friday, December 21.



Yours sincerely,



Donald L. Marsh, Jr.



dd

<PAGE>

Exhibit A
---------
Opinion Letter
December 21, 2001


To the Lenders Party to the
 Credit Agreement referred to below

And

Bank One, Indiana, NA
 as Administrative Agent for said Lenders
One Indiana Square, Suite 308
Indianapolis, Indiana 46266

Ladies and Gentlemen:

I have acted in my capacity as General Counsel to Commonwealth Industries, Inc.
(the "Parent") in connection with the negotiation, execution and delivery by the
Parent of a certain Amendment to Credit Agreement dated as of December 21, 2001
(the "Amendment"), between the Parent, CA Lewisport, Inc. ("Lewisport"), CI
Holdings, Inc. ("Holdings"), Commonwealth Aluminum Concast, Inc. ("Concast"),
Commonwealth Aluminum Corporation ("Aluminum"), Alflex Corporation ("Alflex"),
Commonwealth Aluminum Lewisport, LLC ("New Lewisport"), Commonwealth Aluminum
Metals, LLC ("Metals"), Commonwealth Aluminum Sales Corporation ("Sales"),
Alflex E1 LLC ("E1" and, together with the Parent, Lewisport, Holdings, Concast,
Aluminum, Alflex, New Lewisport, Metals and Sales, the "Obligors"), and the
Lenders named in the Amendment, and certain related documents and the
transactions described therein. To the extent not defined herein, all
capitalized terms and phrases used in this opinion letter shall have the
meanings given those terms in the Amendment. This opinion is being furnished to
you pursuant to Section 6(c) of the Amendment.

For the purpose of rendering this opinion, I have examined and am familiar with
originals executed by the Borrower, or certified copies, of the Amendment.

I have also examined and am familiar with executed originals or certified copies
of (i) the Articles of Incorporation or Organization and Bylaws or Operating
Agreements of each of the Obligors (each as currently in full force and effect),
and (ii) resolutions of the board of directors of each of the Obligors relating
to the authorization, execution and delivery of the Amendment and the
consummation of the transactions contemplated thereby, each as currently in full
force and effect. I have also examined and relied upon such public records and
such certificates of officers of each of the Obligors as I have deemed necessary
or appropriate in rendering this opinion, and upon originals or copies,
certified or otherwise identified to my satisfaction, of such other documents,
corporate records, certificates and instruments as in my judgment are necessary
or appropriate to enable me to render the opinions expressed below. In such
review, I have assumed the authenticity of all documents submitted to me as
originals, the genuineness of all signatures, the legal capacity of natural
persons and the conformity to the originals of all documents submitted to me as
copies.

Based upon the foregoing, and subject to the qualifications particularly
hereinafter set forth, I am of the opinion that:

1.   Each of the Obligors has the requisite corporate or company, as the case
     may be, power and authority to execute and deliver the Amendment and to
     perform all of the terms and provisions of the Amendment to be performed by
     it.

2.   Each of the Obligors has taken all corporate or company, as the case may
     be, action necessary on the part of such Obligor to authorize the execution
     and delivery of the Amendment, and the performance by it of its obligations
     thereunder.

Although not admitted to practice in the State of Delaware, my opinions are
limited by and subject to the following:

           My opinions are based solely upon the laws of the United States of
           America, the Commonwealth of Kentucky and the Delaware General
           Corporation Law. I express no opinion concerning the laws of any
           other jurisdiction.

This opinion has been made solely for the benefit of the Administrative Agent
and the other Lenders party to the Credit Agreement, and no other person or
entity shall be entitled to rely hereon without my express prior written
consent.

Yours very truly,


Lenna Ruth Macdonald
Vice President and General Counsel

LRM/dea

<PAGE>
                                                                 Exhibit 13
                                                                 ----------

Portions of the annual report to stockholders for the year ended December 31,
2001 which are expressly incorporated by reference in this filing follow. Such
items are proceeded by an index which shows the location in this Annual Report
on Form 10-K where such items are incorporated by reference and the location of
the item in the annual report to stockholders for the year ended December 31,
2001.


                                     INDEX

Reference   Incorporation                                       Page number
letter in   location in                                         in annual
this        this                                                report to
Exhibit     Form 10-K          Description of Item              stockholders
-------     ---------------    ---------------------------      ------------
  (A)       Part II, item 6    Consolidated Selected                 page 6
                                 Financial Data

  (B)       Part II, item 7    Management's Discussion and           pages 7
                                 Analysis of Financial Condition     thru 12
                                 and Results of Operations

            Part II, item 7A   Quantitative and Qualitative          pages 11
                                 Disclosures About Market Risk       thru 12

  (C)       Part II, item 8    Consolidated Balance Sheet            page 13

            Part II, item 8    Consolidated Statement of Operations  page 14

            Part II, item 8    Consolidated Statement of             page 14
                                 Comprehensive Income (Loss)

            Part II, item 8    Consolidated Statement of             page 15
                                 Changes in Stockholders'
                                 Equity

            Part II, item 8    Consolidated Statement of             page 16
                                 Cash Flows

            Part II, item 8    Notes to Consolidated                 pages 17
                                 Financial Statements                thru 38

            Part II, item 8    Report of Independent Auditors        page 39

The items follow:
<PAGE>
                                                    Exhibit 13 item (A)
                                                    -------------------

                          COMMONWEALTH INDUSTRIES, INC.
                      Consolidated Selected Financial Data
                      (in thousands except per share data)
<TABLE>
<CAPTION>
                                                                             Year ended December 31,
                                            -----------------------------------------------------------------------------------
                                                 2001             2000             1999            1998               1997
                                            --------------   --------------   --------------   --------------    --------------
<S>                                         <C>             <C>                <C>              <C>               <C>
Statement of Operations Data:
Net sales                                    $ 920,504       $ 1,125,142        $1,074,939       $ 992,004         $ 1,115,178
Gross profit                                    47,031            82,205            86,865          69,455              88,043
Operating income (loss) (2)                   (178,747)           21,929            28,440          21,421              41,593
Income (loss) before extraordinary loss (2)   (193,552)            3,491            11,011             143               9,122
Net income (loss) (1) (2) (3)                 (193,552)            3,491            11,011             143               7,941

Net income (loss) per share data: (1) (2) (3)
   Basic and diluted
     Income (loss) before extraordinary loss  $ (11.78)           $ 0.21            $ 0.68          $ 0.01              $ 0.78
     Extraordinary loss                              -                 -                 -               -               (0.10)
                                           -----------      ------------       -----------       ---------      --------------
     Net income (loss)                        $ (11.78)           $ 0.21            $ 0.68          $ 0.01              $ 0.68
                                           ===========      ============       ===========       =========      ==============

     Cash dividends paid per share              $ 0.20            $ 0.20            $ 0.20          $ 0.20              $ 0.20

Operating Data:
Depreciation and amortization                 $ 35,329          $ 39,351          $ 36,513        $ 34,728            $ 34,710
Capital expenditures                           $ 9,002          $ 18,445          $ 36,715        $ 33,650            $ 21,736
Commonwealth Aluminum business unit:
     Net sales                               $ 801,786         $ 990,961         $ 944,438       $ 865,043           $ 983,340
     Shipments (pounds)                        801,274           966,597         1,022,680         884,169             990,207
Alflex business unit:
     Net sales                               $ 118,718         $ 134,181         $ 130,501       $ 126,961           $ 131,838
     Shipments (feet)                          509,326           592,863           576,205         517,380             521,711

Balance Sheet Data:
Working capital                              $ 121,483         $ 138,462         $ 123,067       $ 115,192           $ 112,924
Total assets                                   439,632           655,340           706,322         648,399             667,421
Total debt                                     125,000           125,000           125,000         125,000             125,650
Total stockholders' equity                     134,166           338,393           336,676         326,529             330,473


(1)  2001, 2000 and 1999 net income (loss) and net income (loss) per share
     reflect the Company's change in its inventory accounting method from
     first-in, first-out (FIFO) method to the last-in, first-out (LIFO) method
     effective January 1, 1999.

(2)  2001 includes a non-cash asset impairment charge of $167.3 million or
     ($10.18) per diluted share. The asset impairment charge had no tax effect.
     See note 2 to the consolidated financial statements for additional
     information.

(3)  1997 includes an extraordinary loss recorded on the early extinguishment of
     debt of $1.5 million ($1.2 million net of income tax benefit).

</TABLE>
<PAGE>
                                                     Exhibit 13 item (B)
                                                     -------------------

                          COMMONWEALTH INDUSTRIES, INC.
Management's Discussion and Analysis of Financial Condition and Results of
Operations

         The following is a discussion of the consolidated financial condition
and results of operations of the Company for each of the years in the three-year
period ended December 31, 2001, and certain factors that may affect the
Company's prospective financial condition. This section should be read in
conjunction with the consolidated financial statements of the Company for the
year ended December 31, 2001 and the notes thereto including footnote 1 which
describes the Company's significant accounting policies including its use of
estimates. The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the financial
statements and the reported amounts of revenues and expenses during the
reporting period. Actual results could differ from those estimates. The
Company's most significant estimates relate to the valuation of property, plant
and equipment and goodwill, assumptions for computing pension and postretirement
benefits obligations, allowance for uncollectible accounts receivable and
environmental liabilities. The following discussion contains statements which
are forward-looking rather than historical fact. These forward-looking
statements are made pursuant to the safe harbor provisions of Section 27A of the
Securities Act of 1933, as amended, and Section 21E of the Securities Exchange
Act, as amended, and involve risks and uncertainties that could render them
materially different, including, but not limited to, the effect of global
economic conditions, the effect (including possible increases in the cost of
doing business) resulting from war or terrorist activities or political
uncertainties, the impact of competitive products and pricing, product
development and commercialization, availability and cost of critical raw
materials, the rate of technological change, product demand and market
acceptance risks, capacity and supply constraints or difficulties, the success
of the Company in implementing its business strategy, and other risks as
detailed in the Company's various Securities and Exchange Commission filings.

Overview
         The Company manufactures non-heat treat coiled aluminum sheet for
distributors and the transportation, construction and consumer durables end-use
markets and electrical flexible conduit and prewired armored cable for the
commercial construction and renovation markets. The Company's principal raw
materials are aluminum scrap, primary aluminum, copper and steel. Trends in the
demand for aluminum sheet products in the United States and in the prices of
aluminum primary metal, aluminum scrap and copper commodities affect the
business of the Company. The Company's operating results also are affected by
factors specific to the Company, such as the margins between selling prices for
its products and its cost of raw material ("material margins") and its unit cost
of converting raw material into its products ("conversion cost"). While changes
in aluminum and copper prices can cause the Company's net sales to change
significantly from period to period, net income is more directly impacted by
fluctuations in material margins.
         Although the demand for aluminum sheet products is cyclical, over the
longer term demand has continued to increase, reflecting general population and
economic growth and the advantages of aluminum's light weight, high degree of
formability, resistance to corrosion and recyclability.
         The price of aluminum metal affects the price of the Company's products
and in the longer term can have an effect on the competitive position of
aluminum in relation to alternative materials. The price of primary metal is
determined largely by worldwide supply and demand conditions and is highly
cyclical. The price of primary aluminum in world markets greatly influences the
price of aluminum scrap, the Company's principal raw material. Significant
movements in the price of primary aluminum can affect the Company's margins
because aluminum sheet prices do not always move simultaneously nor necessarily
to the same degree as the primary markets. The Company seeks to manage its
material margins by focusing on higher margin products and by sourcing the scrap
and primary metal markets in the most cost-effective manner, including the use
of futures contracts and options to hedge anticipated raw material requirements
based on firm-priced sales and purchase orders.
         During 2001, net sales of the Company's aluminum sheet products
decreased 19% from the year 2000 while shipment volume decreased 17% from 2000.
Demand for the Company's aluminum sheet products decreased in 2001 reflecting
ongoing weak business conditions throughout the economy generally and
specifically across the Company's various markets with the exception of
residential building and construction which remained relatively strong as a
result of interest rate reductions throughout the year. Further recovery in the
Company's key markets remains uncertain, considering slowing economic growth and
the impact on demand that has occurred as a consequence of the September
terrorist events. In addition, material margins have been declining this year
due to a highly competitive marketplace.
         Demand for the Company's electrical products also decreased during
2001. Shipments were down 14% compared to the year 2000 due to weak customer
demand. Material margins for 2001 were up 19% from the margins experienced in
2000 due to increased selling prices on armored cable products and a reduction
in material costs per foot. The higher material margins for 2001 more than
offset the effect of the decline in shipment volume and higher manufacturing
unit costs compared to the year 2000 and returned the Company's electrical
products business unit to an operating profit in 2001.
         During the fourth quarter of 2001, the Company recorded nonrecurring
non-cash asset impairment charges totaling $167.3 million or $10.18 per share
(before and after tax) to reduce the carrying amount of property, plant and
equipment and goodwill in accordance with the provisions of Statement of
Financial Accounting Standards No. 121 ("SFAS No. 121"). See the caption
entitled "Asset Impairment Charges" in the following section and footnote 2 to
the consolidated financial statements for additional information.
         In addition, during 2001 and 2000 LIFO inventory quantities were
reduced, resulting in a partial liquidation of the LIFO bases, the effect of
which decreased the net loss in 2001 by approximately $0.03 million, which had
no effect on the per share amount and increased net income for 2000 by
approximately $4.5 million, or $0.27 per share. See note 4 to the consolidated
financial statements for additional information.

Results of Operations for 2001, 2000 and 1999
         Net Sales. Net sales for 2001 decreased 18% to $920.5 million
(including $118.7 million from the Company's Alflex electrical products
subsidiary) from $1.13 billion (including $134.2 million from Alflex) in 2000.
The decrease is due to continued weak customer demand affecting virtually all of
the Company's markets with the exception of residential building and
construction which as mentioned previously remained relatively strong as a
result of interest rate reductions throughout the year. Unit sales volume of
aluminum products decreased 17% to 801 million pounds in 2001 from 967 million
pounds in 2000. Alflex unit sales volume was 509 million feet for 2001 compared
to 593 million feet for 2000.
         Net sales for 2000 increased 5% to $1.13 billion (including $134.2
million from the Company's Alflex electrical products subsidiary) from $1.07
billion (including $130.5 million from Alflex) in 1999. The increase is due to
higher overall selling prices and a strong demand during the first half of 2000
which more than offset a softening in demand during the last six months of 2000.
Unit sales volume of aluminum products decreased 5% to 967 million pounds in
2000 from 1.02 billion pounds in 1999. Alflex unit sales volume was 593 million
feet for 2000 compared to 576 million feet for 1999.
         Gross Profit. Gross profit decreased 43% (to 5.1% of net sales) in 2001
after a 5% decrease (to 7.3% of net sales) in 2000 from 1999 gross profit (8.1%
of net sales). The 2001 decrease was related entirely to the aluminum business
unit where a highly competitive marketplace resulted in lower shipment volumes
and lower material margins. On the other hand, the Alflex business unit
increased its gross profit for 2001 versus the year 2000 due to improved
material margins.
         The 2000 decrease from 1999 was due primarily to the impact of lower
material margins and higher unit manufacturing costs in the Company's electrical
products business and higher unit manufacturing costs in the Company's aluminum
products business. These factors more than offset higher material margins and
the impact of a LIFO inventory liquidation in the Company's aluminum products
business.
         Selling, General and Administrative Expenses. Selling, general and
administrative expenses decreased 2% in 2001 from 2000. Contributing to the
decrease were lower incentive accruals, lower on-going salary and related
employee benefits expense due to the reductions in the workforce, lower
depreciation and one time severance expenses recorded in the fourth quarter of
2000. Limiting the amount of the decrease was a $3.2 million increase in the
provision for uncollectible accounts receivable, principally relating to the
recent Chapter 11 bankruptcy filings by certain of the Company's customers, and
a $2.5 million additional expense relating to the termination of the Company's
1999 Executive Incentive Plan.
         Selling, general and administrative expenses increased 3% in 2000 from
1999. Contributing to the increase were increased bad debt reserves, additional
depreciation due to Y2K related projects, charges related to employee workforce
reductions and an increase at Alflex associated with higher sales volume.
Limiting the amount of the increase was a decrease in salary and benefits
expense due to employee workforce reductions, office consolidation including the
closing of the Chicago sales office and reduction of leased space, and overall
impact of cost-cutting initiatives implemented in the second half of 2000.
         Amortization of Goodwill. Amortization of goodwill was $4.0 million in
2001 and $4.5 million in both 2000 and 1999. The decrease in amortization in
2001 was due to the write-down of goodwill in the Company's aluminum business
unit during the fourth quarter of 2001. Goodwill will no longer be amortized
beginning January 2002 as required by the Statement of Financial Accounting
Standards No. 142, "Goodwill and Other Intangible Assets". See note 2 to the
consolidated financial statements for additional information.
         Asset Impairment Charges. Non-cash asset impairment charges of $167.3
million were recorded in 2001 related to the impairment of certain property,
plant and equipment and goodwill in the Company's aluminum business segment. The
$167.3 million asset impairment charges were composed of $85.4 million of
property, plant and equipment write-downs and $81.9 million of goodwill
write-downs. See note 2 to the consolidated financial statements for additional
information.
         Operating Income (Loss). Operating income decreased $200.7 million in
2001 to an operating loss of $178.7 million, after having decreased $6.5 million
or 23% in 2000 to an operating income of $21.9 million, in each case reflecting
the asset impairment charges and the other factors mentioned above.
         Other Income (Expense), Net. Other income (expense), net in 2000
includes $0.8 million of income related to insurance claims filed for a fire
that interrupted business at the Company's Uhrichsville, Ohio aluminum mill.
Other income (expense), net in 1999 includes $1.9 million of income related to
insurance claims filed for a fire that destroyed an inactive production
facility.
         Interest Expense, Net. Interest expense in 2001 decreased 23% to $15.5
million from $20.1 million in 2000. The decrease in the Company's interest
expense is primarily due to a reduction in amounts outstanding under the
Company's accounts receivable securitization facility.
         Interest expense in 2000 increased 4% to $20.1 million from $19.3
million in 1999. The 2000 increase from 1999 is primarily due to the higher
interest rates under the Company's accounts receivable securitization facility.
         Income Tax Expense . Income tax expense in 2000 and 1999 reflect the
use of the Company's net operating loss ("NOL") carryforwards to offset taxable
income for federal income tax purposes whereas in 2001 the Company generated an
additional NOL carryforward for federal income tax purposes. At December 31,
2001, the Company had remaining available NOL carryforwards of approximately $86
million. These NOL carryforwards will expire in various amounts from 2002
through 2021. The amount of taxable income that can be offset by NOL
carryforwards arising prior to the initial public offering of the Company in
March 1995 is subject to an annual limitation of approximately $9.6 million plus
certain gains included in taxable income which are attributable to the Company
prior to the initial public offering. Approximately $52 million of the $86
million of NOL carryforwards mentioned previously are subject to this annual
limitation with the remaining amounts having no such annual limitation.
         The Company recognized an income tax expense of $0.2 million in 2001
compared to an income tax expense of $0.3 million in 2000 and $1.0 million in
1999.
         Net Income (Loss). The Company recorded a net loss for 2001 of $193.6
million after recording net income of $3.5 million in 2000 and $11.0 million in
1999, in each case reflecting the factors described above for each year.

Liquidity and Capital Resources
         The Company's sources of liquidity are cash flows from operations, the
Company's accounts receivable securitization facility described below and
borrowings under its $100 million revolving credit facility (during 2001 the
Company agreed to limit borrowings under the revolving credit facility to $65
million and during March 2002 the Company amended the revolving credit facility
to further reduce the amount of the facility to $20 million). The Company
believes these sources will be sufficient to fund its working capital
requirements, capital expenditures, debt service and dividend payments for at
least through 2002.
         During 1997, the Company sold all of its trade accounts receivables to
a 100% owned subsidiary, Commonwealth Financing Corp. ("CFC"). Simultaneously,
CFC entered into a three-year accounts receivable securitization facility with a
financial institution and its affiliate, whereby CFC sells, on a revolving
basis, an undivided interest in certain of its receivables and receives up to
$150.0 million from an unrelated third party purchaser at a cost of funds linked
to commercial paper rates plus a charge for administrative and credit support
services. During 2000, the Company and the financial institution extended the
accounts receivable securitization facility for an additional three-year period
ending in September 2003. In addition during September 2001, the Company and the
financial institution agreed to reduce the size of the facility to $95.0
million. At December 31, 2001 and 2000, the Company had outstanding under the
agreement $20.0 million (the minimum that is required under the agreement) and
$69.0 million, respectively, and had $82.3 million and $72.4 million,
respectively, of net residual interest in the securitized receivables. The fair
value of the net residual interest is measured at the time of the sale and is
based on the sale of similar assets. In the year 2001, the Company received
gross proceeds of $38.0 million from the sale of receivables and made gross
payments of $87.0 million under the agreement. Under the terms of the agreement,
the Company is required to maintain tangible net worth of $5 million, and to not
exceed certain percentages of credit sales for uncollectible accounts,
delinquent accounts and sales returns and allowances. Should the Company exceed
such limitations, the financial institution has the right to terminate the
agreement.
         The Company's cash flows from operations in 2001, 2000 and 1999 were
$3.2 million, $33.0 million and $38.8 million, respectively. The cash flows from
operations decreased in 2001 primarily due to reduced income. Working capital
decreased to $121.5 million at December 31, 2001 from $138.5 million at December
31, 2000 and $123.1 million at December 31, 1999.
         The Company's revolving credit facility permits borrowings and letters
of credit up to $100.0 million outstanding at any time, however, as previously
described, during 2001 the Company agreed to limit borrowings under the
revolving credit facility to $65 million and during March 2002 the Company
amended the revolving credit facility to further reduce the amount of the
facility to $20 million. Availability is subject to satisfaction of certain
covenants and other requirements. At December 31, 2001 $64.3 million was
available and after the March 2002 amendment $19.3 million was available. The
March 2002 amendment also extended the facility commitment from September 2,
2002 to March 31, 2005.
         Capital expenditures were $9.0 million, $18.4 million and $36.7 million
in 2001, 2000 and 1999, respectively, and are estimated to be $14.9 million in
2002, all generally related to upgrading and expanding the Company's
manufacturing and other facilities and meeting environmental requirements.
         The following schedules summarize the Company's contractual cash
obligations and unused availability of financing sources at December 31, 2001
(in thousands).

<PAGE>
<TABLE>
<CAPTION>
                                                             Payments Due By Period
                                                ------------------------------------------------------------
Contractual Cash Obligations          Total     Less than 1 year    1-3 years     4-5 years    After 5 years
------------------------------------------------------------------------------------------------------------
<S>                                   <C>                 <C>             <C>        <C>               <C>
  Long-term debt                      $125,000            $   --          $  --      $125,000          $  --
  Operating leases                      15,498             3,715          5,694         2,129          3,960
  Standby letters of credit                740               740             --            --             --
  Outstanding obligation under
     Accounts receivable
     Securitization agreement           20,000            20,000             --            --             --
                                      ----------------------------------------------------------------------
Total contractual cash obligations    $161,238           $24,455         $5,694      $127,129         $3,960
                                      ======================================================================


                                                             Amount of Availability Per Period
Unused Availability of           Total Amounts  ------------------------------------------------------------
Financing Sources                    Available  Less than 1 year    1-3 years     4-5 years     Over 5 years
------------------------------------------------------------------------------------------------------------
  Unused revolving credit
      Facility                     $ 64,260 (1)       $64,260 (1)        $   --        $   --         $   --
  Unused availability under
     Accounts receivable
     Securitization agreement        68,215                --            68,215            --             --
                                    ------------------------------------------------------------------------
Total available                    $132,475 (2)       $64,260 (1)       $68,215        $   --         $   --
                                    ========================================================================

(1)  The amount would be reduced to $19,260 and would move to the 4-5 years
     period giving effect to the March 2002 amendment to the revolving credit
     facility described previously.
(2)  The amount would be reduced to $87,475 giving effect to the March 2002
     amendment to the revolving credit facility described previously.

</TABLE>

         The Company has a 10-year guaranteed supply agreement with Glencore
Ltd. ("Glencore"), a leading diversified trading and industrial company, for the
purchase of primary aluminum. Under the agreement, the Company committed to
purchase a minimum of 1.2 billion pounds of P1020/99.7% aluminum at current
market prices from Glencore over the 10-year term beginning in January 2001.
         At December 31, 2001, the Company held firm-priced aluminum purchase
and sales commitments through 2003 totaling $18 million and $160 million,
respectively. The Company hedges the impact of changes in prices related to
these commitments as explained in the caption entitled "Commodity Price Risk" in
the following section.
         The indicated annual rate of dividends being paid on the Company's
Common Stock is $0.20 per share, or an annual total of about $3.2 million.

Risk Management
         Commodity Price Risk. The price of aluminum is subject to fluctuations
due to unpredictable factors on the worldwide market. To reduce this market
risk, the Company follows a policy of hedging its anticipated raw material
purchases based on firm-priced sales and purchase orders by purchasing and
selling futures contracts, forward contracts and options on the London Metal
Exchange ("LME"). The Company also uses forward contracts and options to reduce
its risks associated with its natural gas requirements.
         As described in note 6 to the consolidated financial statements, the
Company adopted Statement of Financial Accounting Standards No. 133, "Accounting
for Derivative Instruments and Hedging Activities" ("SFAS No. 133") effective
January 1, 2001 and has designated virtually all of its aluminum and natural gas
futures contracts and forward contracts as cash flow hedges.
         Gains and losses on these instruments that are deferred in other
comprehensive income are reclassified into net income as cost of goods sold in
the periods when the hedged transactions occur. As of December 31, 2001,
approximately $10.0 million of the $11.3 million of deferred net losses are
expected to be reclassified from other comprehensive income into net income as
cost of goods sold over the next twelve months. A net loss of $0.1 million was
recognized in cost of goods sold during the twelve months ended December 31,
2001, representing the amount of the hedges' ineffectiveness. As of December 31,
2001, the Company held open aluminum and natural gas futures contracts, forward
contracts and options having maturity dates extending through December 2003.
         A sensitivity analysis has been prepared to estimate the Company's
exposure to market risk related to its LME position. Market risk is estimated as
the potential loss in fair value resulting from a hypothetical 10% adverse
change in the price of the futures contract. On December 31, 2001 the Company
had approximately 63,075 metric tonnes of LME futures contracts. A hypothetical
10% change from the 2001 year-end three-month high grade aluminum price of
$1,351 per metric tonne would result in a change in fair value of $8.5 million
in these contracts. However it should be noted that any change in the fair value
of these contracts would be significantly offset with an inverse change in the
cost of metal to be purchased.
         Also, a sensitivity analysis has been prepared to estimate the
Company's exposure to market risk related to its NYMEX Henry Hub natural gas
forward contracts. Market risk is estimated as the potential loss in fair value
resulting from a hypothetical 10% adverse change in the price of the forward
contract. On December 31, 2001 the Company had approximately 5.0 million cubic
feet of NYMEX forward contracts. A hypothetical 10% change from the 2001
year-end three-month natural gas price of $2.565 per cubic foot would result in
a change in fair value of $1.3 million in these contracts. However it should be
noted that any change in the fair value of these contracts would be
significantly offset with an inverse change in the cost of gas to be purchased.
         Credit Risk. Assessments of credit worthiness and credit risk are
completed on potential and existing customers through a review of trade
references, bank references, financial statements, and independent credit bureau
reports.
         Also as previously discussed, the Company utilizes futures contracts,
forward contracts and options to protect against exposures to commodity price
risk in the aluminum and natural gas markets. The Company is exposed to losses
in the event of non-performance by the counterparties to these agreements;
however, the Company does not anticipate non-performance by the counterparties.
Assessments of credit risks with trading partners (brokers) are completed
through a review of the broker's ratings with credit rating agencies. However,
the Company does not require collateral to support broker transactions. In
addition, all brokers trading on the LME with U.S. clients are regulated by the
Commodities Trading and Futures Commission, which requires the brokers to be
fully insured against unrealized losses owed to clients. Brokers of natural gas
forward contracts are not regulated. At December 31, 2001, credit lines totaling
$38 million were available at various brokerages used by the Company.
         Interest Rate Risk. In order to hedge a portion of its interest rate
risk, the Company was a party to an interest rate swap agreement with a notional
amount of $5 million under which the Company paid a fixed rate of interest and
received a LIBOR-based floating rate. The interest rate swap agreement expired
during September 2001 and as of December 31, 2001 the Company had no interest
rate swap agreements in effect. The Company's interest rate swap agreement which
expired during September 2001 did not qualify for hedge accounting under SFAS
No. 133 and as such the change in the fair value of the interest rate swap
agreement had been recognized currently as interest expense, net in the
Company's consolidated income statement. The amount of such change in the fair
value of the interest rate swap agreement was immaterial for the twelve months
ended December 31, 2001.

Recently Issued Accounting Standards
         In July 2001, the Financial Accounting Standards Board issued Statement
of Financial Accounting Standards No. 142, "Goodwill and Other Intangible
Assets" ("SFAS No. 142"). The Statement addresses financial accounting and
reporting for acquired goodwill and other intangible assets and supersedes
Accounting Principles Board Opinion No. 17, "Intangible Assets" and amends
Statement of Financial Accounting Standards No. 121, "Accounting for the
Impairment of Long-Lived Assets and for Long-Lived Assets to Be Disposed Of"
("SFAS No. 121"), to exclude from its scope goodwill and intangible assets that
are not amortized. The Statement addresses how intangible assets that are
acquired individually or with a group of other assets (but not those acquired in
a business combination) should be accounted for in financial statements upon
their acquisition. This Statement also addresses how goodwill and other
intangible assets should be accounted for after they have been initially
recognized in the financial statements. Under SFAS No. 142, goodwill is no
longer amortized but reviewed for impairment annually or more frequently if
certain indicators arise, using a two-step approach. SFAS No. 142 is effective
January 1, 2002 and the Company is required to complete step one of a
transitional impairment test by June 30, 2002 and to complete step two of the
transitional impairment test, if step one indicates that the reporting unit's
carrying value exceeds its fair value, by December 31, 2002. Any impairment loss
resulting from the transitional impairment test will be recorded as a cumulative
effect of a change in accounting principle in the quarter ended March 31, 2002.
Any subsequent impairment losses would be reflected in operating income in the
consolidated statement of operations. Management is currently evaluating the
impact of SFAS No. 142 and, based on the preliminary results of step one of the
transitional impairment test for the Company's electrical products segment, the
Company will be required to perform step two of the transitional impairment test
for this segment and a goodwill write-down may be required that could have a
material impact on the Company's results of operations or financial position.
Management currently anticipates concluding step two of the transitional
impairment test and recording any indicated goodwill write-down during the
second quarter of 2002. As required by SFAS No.142 and previously described, the
Company would record the write-down as a cumulative effect of a change in
accounting principle as of January 1, 2002 and would restate the Company's first
quarter 2002 financial results.
         In October 2001, the Financial Accounting Standards Board issued
Statement of Financial Accounting Standards No. 144, "Accounting for the
Impairment or Disposal of Long-Lived Assets" ("SFAS No. 144"). The Statement
addresses financial accounting and reporting for the impairment or disposal of
long-lived assets. This Statement supersedes SFAS No. 121, and the accounting
and reporting provisions of Accounting Principles Board Opinion No. 30,
"Reporting the Results of Operations - Reporting the Effects of Disposal of a
Segment of a Business, and Extraordinary, Unusual and Infrequently Occurring
Events and Transactions", for the disposal of a "segment of a business" (as
previously defined in that Opinion). This Statement also amends Accounting
Research Bulletin No. 51, "Consolidated Financial Statements", to eliminate the
exception to consolidation for a subsidiary for which control is likely to be
temporary. The objectives of SFAS No. 144 are to address significant issues
relating to the implementation of SFAS No. 121 and to develop a single
accounting model, based on the framework established in SFAS No. 121, for
long-lived assets to be disposed of by sale, whether previously held and used or
newly acquired. The Company currently expects to adopt SFAS No. 144 in the
Company's first quarter 2002, as required. Management is currently evaluating
the impact of SFAS No. 144, but this Statement is not expected to have a
material impact on the Company's results of operations or financial position.

<PAGE>
                                                    Exhibit 13 item (C)
                                                    -------------------

                          COMMONWEALTH INDUSTRIES, INC.
                           Consolidated Balance Sheet
                        (in thousands except share data)
<TABLE>
<CAPTION>
                                                                                    December 31,
                                                                        --------------------------------------
                                                                            2001                     2000
                                                                        -------------            -------------
<S>                                                                         <C>                     <C>
Assets
Current assets:
          Cash and cash equivalents                                          $ 6,393                 $ 11,514
          Accounts receivable, net                                                81                      111
          Inventories                                                        119,038                  137,685
          Net residual interest in securitized receivables                    82,310                   72,367
          Prepayments and other current assets                                 3,230                   11,363
                                                                        -------------            -------------
               Total current assets                                          211,052                  233,040
Property, plant and equipment, net                                           152,137                  258,963
Goodwill, net                                                                 74,199                  160,134
Other noncurrent assets                                                        2,244                    3,203
                                                                        -------------            -------------
               Total assets                                                $ 439,632                $ 655,340
                                                                        =============            =============

Liabilities
Current liabilities:
          Accounts payable                                                  $ 50,693                 $ 53,522
          Accrued liabilities                                                 38,876                   41,056
                                                                        -------------            -------------
               Total current liabilities                                      89,569                   94,578
Long-term debt                                                               125,000                  125,000
Other long-term liabilities                                                    6,899                    6,369
Accrued pension benefits                                                       4,576                    9,085
Accrued postretirement benefits                                               79,422                   81,915
                                                                        -------------            -------------
               Total liabilities                                             305,466                  316,947
                                                                        -------------            -------------

Commitments and contingencies                                                      -                        -

Stockholders' Equity
Common stock, $0.01 par value, 50,000,000 shares authorized,
     15,969,030 and 16,528,051 shares outstanding at
     December 31, 2001 and 2000, respectively                                    160                      165
Additional paid-in capital                                                   405,443                  408,505
Accumulated deficit                                                         (258,532)                 (61,688)
Unearned compensation                                                              -                       (7)
Notes receivable from sale of common stock                                    (1,561)                  (8,582)
Accumulated other comprehensive income:
    Minimum pension liability adjustment                                           -                        -
    Effects of cash flow hedges                                              (11,344)                       -
                                                                        -------------            -------------
               Total stockholders' equity                                    134,166                  338,393
                                                                        -------------            -------------
               Total liabilities and stockholders' equity                  $ 439,632                $ 655,340
                                                                        =============            =============

 The accompanying notes are an intergral part of the consolidated financial
statements.

</TABLE>
<PAGE>
                          COMMONWEALTH INDUSTRIES, INC.
                      Consolidated Statement of Operations
                      (in thousands except per share data)
<TABLE>
<CAPTION>
                                                                                  Year ended December 31,
                                                                   -------------------------------------------------------
                                                                       2001                 2000                 1999
                                                                   --------------      ---------------       -------------
<S>                                                                    <C>                 <C>                 <C>
Net sales                                                              $ 920,504           $1,125,142          $1,074,939
Cost of goods sold                                                       873,473            1,042,937             988,074
                                                                   --------------      ---------------       -------------
     Gross profit                                                         47,031               82,205              86,865
Selling, general and administrative expenses                              54,523               55,800              53,949
Amortization of goodwill                                                   3,988                4,476               4,476
Asset impairment charges                                                 167,267                    -                   -
                                                                   --------------      ---------------       -------------
     Operating income (loss)                                            (178,747)              21,929              28,440
Other income (expense), net                                                  907                1,975               2,861
Interest expense, net                                                    (15,512)             (20,067)            (19,333)
                                                                   --------------      ---------------       -------------
     Income (loss) before income taxes                                  (193,352)               3,837              11,968
Income tax expense                                                           200                  346                 957
                                                                   --------------      ---------------       -------------
     Net income (loss)                                                 $(193,552)             $ 3,491            $ 11,011
                                                                   ==============      ===============       =============

     Basic and diluted net income (loss) per share                      $ (11.78)              $ 0.21              $ 0.68
                                                                   ==============      ===============       =============

Weighted average shares outstanding
     Basic                                                                16,428               16,567              16,224
     Diluted                                                              16,428               16,573              16,281

 The accompanying notes are an intergral part of the consolidated financial
statements.

</TABLE>
<PAGE>
                          COMMONWEALTH INDUSTRIES, INC.
              Consolidated Statement of Comprehensive Income (Loss)
                                 (in thousands)
<TABLE>
<CAPTION>
                                                                            Year ended December 31,
                                                             ------------------------------------------------------
                                                                 2001                2000                 1999
                                                             --------------      --------------       -------------
<S>                                                              <C>                   <C>                <C>
Net income (loss)                                                $(193,552)            $ 3,491            $ 11,011
Other comprehensive income, net of tax:
     Minimum pension liability adjustment                                -                   -               2,131
     Net change related to cash flow hedges:
         Cumulative effect of accounting change                      6,619                   -                   -
         Change in fair value of cash flow hedges                  (31,451)                  -                   -
         Reclassification to net income                             13,488                   -                   -
                                                             --------------      --------------       -------------
             Net change related to cash flow hedges                (11,344)                  -                   -
                                                             --------------      --------------       -------------
Comprehensive income (loss)                                      $(204,896)            $ 3,491            $ 13,142
                                                             ==============      ==============       =============

 The accompanying notes are an intergral part of the consolidated financial
statements.

</TABLE>
<PAGE>
                          COMMONWEALTH INDUSTRIES, INC.
            Consolidated Statement of Changes in Stockholders' Equity
                 (in thousands except share and per share data)
<TABLE>
<CAPTION>
                                                                                                         Accumulated
                                                                                                            Other
                                                                                                        Comprehensive
                                                                                                            Income:
                                                                                             Notes    ------------------
                                       Common Stock                                       Receivable Minimum  Effects of
                                     -----------------  Additional                        From Sale  Pension    Cash       Total
                                     Number of           Paid-in  Accumulated   Unearned   of Common Liability  Flow   Stockholders'
                                      Shares    Amount   Capital    Deficit   Compensation   Stock   Adjustment Hedges     Equity
                                    ---------- ------- ---------- ----------  ------------ --------- ---------  ------  -----------
<S>                                <C>         <C>    <C>        <C>          <C>         <C>        <C>         <C>   <C>
Balance December 31, 1998           15,944,000  $ 159  $ 398,794  $(69,621)    $ (672)     $     -    $(2,131)     $ -   $ 326,529
Net income                                   -      -          -    11,011          -            -          -        -      11,011
Cash dividends, $0.20 per share              -      -          -    (3,256)         -            -          -        -      (3,256)
Minimum pension liability adjustment         -      -          -         -          -            -      2,131        -       2,131
Forfeiture of restricted stock         (20,000)     -       (280)        -        280            -          -        -           -
Amortization of unearned compensation        -      -          -         -        217            -          -        -         217
Issuance of stock in connection
  with stock awards                      5,000      -         44         -          -            -          -        -          44
Common stock issued                    677,000      7     10,504         -          -      (10,511)         -        -           -
                                    ---------- ------- ---------- ----------  ----------   --------  --------   ------  ----------
Balance December 31, 1999           16,606,000    166    409,062   (61,866)      (175)     (10,511)         -        -     336,676
Net income                                   -      -          -     3,491          -            -          -        -       3,491
Cash dividends, $0.20 per share              -      -          -    (3,313)         -            -          -        -      (3,313)
Forfeiture of restricted stock         (10,000)     -       (176)        -        176            -          -        -           -
Amortization of unearned compensation        -      -          -         -         (8)           -          -        -          (8)
Issuance of stock in connection
  with stock awards                     12,051      -        121         -          -            -          -        -         121
Repayments of notes receivable and
  retirement of common stock           (80,000)    (1)      (502)        -          -        1,929          -        -       1,426
                                    ---------- ------- ---------- ----------  ----------   --------  --------   ------  ----------
Balance December 31, 2000           16,528,051    165    408,505   (61,688)        (7)      (8,582)         -        -     338,393
Net income (loss)                            -      -          -  (193,552)         -            -          -        -    (193,552)
Cash dividends, $0.20 per share              -      -          -    (3,292)         -            -          -        -      (3,292)
Effects of cash flow hedges                  -      -          -         -          -            -          -  (11,344)    (11,344)
Amortization of unearned compensation        -      -          -         -          7            -          -        -           7
Issuance of stock in connection
  with stock awards                     24,975      -        106         -          -            -          -        -         106
Repayments of notes receivable and
  retirement of common stock          (583,996)    (5)    (3,168)        -          -        7,021          -        -       3,848
                                    ---------- ------- ---------- ----------  ----------   --------  --------   ------  ----------
Balance December 31, 2001           15,969,030  $ 160  $ 405,443 $(258,532)       $ -      $(1,561)   $     - $(11,344)  $ 134,166
                                    ========== ======= ========== ==========  ==========   ========  ========   ======  ==========

 The accompanying notes are an intergral part of the consolidated financial
statements.

</TABLE>
<PAGE>
                          COMMONWEALTH INDUSTRIES, INC.
                      Consolidated Statement of Cash Flows
                                 (in thousands)
<TABLE>
<CAPTION>
                                                                                               Year ended December 31,
                                                                                  --------------------------------------------------
                                                                                     2001                 2000               1999
                                                                                  ------------        -------------       ----------
<S>                                                                                <C>                    <C>              <C>
Cash flows from operating activities:
   Net income (loss)                                                                $(193,552)             $ 3,491          $11,011
   Adjustments to reconcile net income (loss) to net cash
    provided by operations:
        Depreciation and amortization                                                  35,329               39,351           36,513
        Asset impairment charges                                                      167,267                    -                -
        Loss on disposal of property, plant and equipment                                 364                1,280              389
        Issuance of common stock in connection with stock awards                          106                  121               44
        Changes in assets and liabilities:
             Decrease in accounts receivable, net                                          30                    7              110
             Decrease (increase) in inventories                                        18,647               69,728          (32,445)
             (Increase) in net residual interest in securitized receivables            (9,943)             (32,387)         (23,957)
             Decrease (increase) in prepayments and other current assets                8,133                2,478           (4,497)
             (Increase) decrease in other noncurrent assets                              (322)                 426            2,878
             (Decrease) increase in accounts payable                                   (2,829)             (44,415)          43,693
             (Decrease) increase in accrued liabilities                               (13,524)               1,896            8,027
             (Decrease) in other liabilities                                           (6,472)              (8,992)          (3,001)
                                                                                  ------------        -------------       ----------
                 Net cash provided by operating activities                              3,234               32,984           38,765
                                                                                  ------------        -------------       ----------
Cash flows from investing activities:
   Purchases of property, plant and equipment                                          (9,002)             (18,445)         (36,715)
   Proceeds from sale of property, plant and equipment                                     91                   50               12
                                                                                  ------------        -------------       ----------
        Net cash (used in) investing activities                                        (8,911)             (18,395)         (36,703)
                                                                                  ------------        -------------       ----------
Cash flows from financing activities:
   (Decrease) increase in outstanding checks in excess of deposits                          -               (1,188)           1,188
   Proceeds from long-term debt                                                        57,110               57,100           46,770
   Repayments of long-term debt                                                       (57,110)             (57,100)         (46,770)
   Repayments of notes receivable from sale of common stock                             3,848                1,426                -
   Cash dividends paid                                                                 (3,292)              (3,313)          (3,256)
                                                                                  ------------        -------------       ----------
        Net cash provided by (used in) financing activities                               556               (3,075)          (2,068)
                                                                                  ------------        -------------       ----------
Net (decrease) increase in cash and cash equivalents                                   (5,121)              11,514               (6)
Cash and cash equivalents at beginning of period                                       11,514                    -                6
                                                                                  ------------        -------------       ----------
Cash and cash equivalents at end of period                                            $ 6,393             $ 11,514          $     -
                                                                                  ============        =============       ==========
Supplemental disclosures:
    Interest paid                                                                    $ 15,609             $ 21,098         $ 19,672
    Income taxes paid                                                                      36                  198            2,412
Non-cash activities:
    Issuance of common stock for notes receivable                                    $      -             $      -         $ 10,511
    Repayment of notes receivable from sale of common stock with
      common stock and subsequent retirement of common stock                            3,173                  503                -

 The accompanying notes are an intergral part of the consolidated financial
statements.

</TABLE>
<PAGE>
                         COMMONWEALTH INDUSTRIES, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1.  Basis of Presentation and Summary of Significant Accounting Policies
Commonwealth Industries, Inc. (the "Company") operates principally in the United
States in two business segments. The aluminum segment manufactures common alloy
aluminum sheet for distributors and the transportation, construction, and
consumer durables end-use markets. The electrical products segment manufactures
flexible electrical wiring products for the commercial construction and
do-it-yourself markets.

Principles of Consolidation
The consolidated financial statements include the accounts of the Company and
its wholly-owned subsidiaries. All significant intercompany transactions have
been eliminated.

Use of Estimates
The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect the reported amounts of assets and liabilities and disclosure of
contingent assets and liabilities at the date of the financial statements and
the reported amounts of revenues and expenses during the reporting period.
Actual results could differ from those estimates. The Company's most significant
estimates relate to the valuation of property, plant and equipment and goodwill,
assumptions for computing pension and postretirement benefits obligations,
allowance for uncollectible accounts receivable and environmental liabilities.

Cash and Cash Equivalents
Cash and cash equivalents include demand deposits with banks and highly liquid
investments with original maturities of three months or less. The carrying
amount of cash and cash equivalents approximates their fair value.

Concentrations of Credit Risk
Futures contracts, options, cash investments and accounts receivable potentially
subject the Company to concentrations of credit risk. The Company places its
cash investments with high credit quality institutions. At times, such cash
investments may be in excess of the Federal Deposit Insurance Corporation
insurance limit. Credit risk with respect to accounts receivable exists related
to concentrations of sales to aluminum distributors, who in turn resell the
Company's aluminum products to end-use markets, including the consumer durables,
building and construction and transportation markets. Concentrations of credit
risk with respect to accounts receivable from the sale of electrical products
are limited due to the large customer base, and their dispersion across many
different geographical areas. During 2001 and 2000, sales to one major customer
amounted to approximately 12.2% and 14.0%, respectively, of the Company's net
sales. No other single customer accounted for more than 10% of the Company's net
sales in 2001, 2000 or 1999. The Company performs ongoing credit evaluations of
its customers' financial condition but does not require collateral to support
customer receivables.

Inventories
Inventories are stated at the lower of cost or market. The methods of accounting
for inventories are described in Note 4.

Long-Lived Assets
Property, plant and equipment are carried at cost and are being depreciated on a
straight-line basis over the estimated useful lives of the assets which
generally range from 15 to 33 years for buildings and improvements and from 5 to
20 years for machinery and equipment. Repair and maintenance costs are charged
against income while renewals and betterments are capitalized. Retirements,
sales and disposals of assets are recorded by removing the cost and accumulated
depreciation from the accounts with any resulting gain or loss reflected in
income.

Goodwill represents the excess of cost over the fair value of net assets
acquired and is amortized on a straight-line basis over forty years. Accumulated
amortization was $23.1 million and $19.1 million at December 31, 2001 and 2000,
respectively. Beginning January 1, 2002 goodwill will no longer be amortized,
but instead will be evaluated annually for impairment. See "Recently Issued
Accounting Standards" section of this footnote for additional information.

The Company periodically evaluates the carrying value of long-lived assets to be
held and used, including goodwill and other intangible assets. In the event that
facts and circumstances indicate that the carrying amount of an asset or group
of assets may be impaired, an evaluation of recoverability would be performed in
accordance with the provisions of Statement of Financial Accounting Standards
No. 121, "Accounting for the Impairment of Long-Lived Assets and for Long-Lived
Assets to Be Disposed Of". In performing the evaluation, the estimated future
undiscounted cash flows associated with the asset are compared to the assets'
carrying amount to determine if a write-down to fair value or discounted cash
flow value is required. The Company recorded an impairment charge in the fourth
quarter of 2001. See footnote 2 for additional information.

Financial Instruments
The Company enters into futures contracts, forward contracts and options to
manage exposures to price risk related to aluminum and natural gas purchases.
The Company also occasionally uses interest rate swap agreements to manage
interest rate risk. Gains and losses on these financial instruments which
effectively hedge exposures are deferred, net of taxes, in other comprehensive
income and included in income when the underlying transactions occur. The
ineffective portion of the gains and losses are recorded currently in the
consolidated statement of income. Gains and losses on certain other financial
instruments entered into to mitigate risk which do not qualify for hedge
accounting are recognized currently in the consolidated statement of income. See
footnote 6 for additional information.

Income Taxes
The Company accounts for income taxes using the liability method, whereby
deferred income taxes reflect the tax effect of temporary differences between
the carrying amount of assets and liabilities for financial reporting purposes
and the amounts used for income tax purposes. In valuing deferred tax assets,
the Company uses judgment in determining if it is more likely than not that some
portion or all of a deferred tax asset will not be realized and the amount of
the required valuation allowance.

Revenue Recognition
The Company recognizes revenue upon passage of title to the customer.

The Company classifies shipping costs incurred as a component of cost of goods
sold in accordance with the requirements of Emerging Issues Task Force Issue No.
00-10.

Computation of Net Income Per Common Share
Basic net income per common share has been computed by dividing net income by
the weighted average number of common shares outstanding during the period.

Diluted net income per share has been computed by dividing net income by the
weighted average number of common and common equivalent shares (stock options)
outstanding during the period.

Stock-Based Compensation
Compensation cost is measured under the intrinsic value based method. Pro forma
disclosures of net income and net income per share are presented, as if the fair
value based method had been applied.

Self Insurance
The Company is substantially self-insured for losses related to workers'
compensation and health claims. Losses are accrued based upon the Company's
estimates of the aggregate liability for claims incurred based on Company
experience and certain actuarial assumptions.

Environmental Compliance and Remediation
Environmental expenditures relating to current operations are expensed or
capitalized as appropriate. Expenditures relating to existing conditions caused
by past operations, which do not contribute to current or future revenues, are
expensed. Liabilities for remediation costs and post-remediation monitoring are
recorded when they are probable and reasonably estimable. The liability may
include costs such as environmental site evaluations, consultant fees,
feasibility studies, outside contractor and monitoring expenses. The assessment
of this liability is calculated based on existing technology, does not reflect
any offset for possible recoveries from insurance companies and is not
discounted.

Recently Issued Accounting Standards
In July 2001, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards No. 142, "Goodwill and Other Intangible Assets"
("SFAS No. 142"). The Statement addresses financial accounting and reporting for
acquired goodwill and other intangible assets and supersedes Accounting
Principles Board Opinion No. 17, "Intangible Assets" and amends Statement of
Financial Accounting Standards No. 121, "Accounting for the Impairment of
Long-Lived Assets and for Long-Lived Assets to Be Disposed Of" ("SFAS No. 121"),
to exclude from its scope goodwill and intangible assets that are not amortized.
The Statement addresses how intangible assets that are acquired individually or
with a group of other assets (but not those acquired in a business combination)
should be accounted for in financial statements upon their acquisition. This
Statement also addresses how goodwill and other intangible assets should be
accounted for after they have been initially recognized in the financial
statements. Under SFAS No. 142, goodwill is no longer amortized but reviewed for
impairment annually or more frequently if certain indicators arise, using a
two-step approach. SFAS No. 142 is effective January 1, 2002 and the Company is
required to complete step one of a transitional impairment test by June 30, 2002
and to complete step two of the transitional impairment test, if step one
indicates that the reporting unit's carrying value exceeds its fair value, by
December 31, 2002. Any impairment loss resulting from the transitional
impairment test will be recorded as a cumulative effect of a change in
accounting principle in the quarter ended March 31, 2002. Any subsequent
impairment losses would be reflected in operating income in the consolidated
statement of operations. Management is currently evaluating the impact of SFAS
No. 142 and, based on the preliminary results of step one of the transitional
impairment test for the Company's electrical products segment, the Company will
be required to perform step two of the transitional impairment test for this
segment and a goodwill write-down may be required that could have a material
impact on the Company's results of operations or financial position. Management
currently anticipates concluding step two of the transitional impairment test
and recording any indicated goodwill write-down during the second quarter of
2002. As required by SFAS No.142 and previously described, the Company would
record the write-down as a cumulative effect of a change in accounting principle
as of January 1, 2002 and would restate the Company's first quarter 2002
financial results.

In October 2001, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards No. 144, "Accounting for the Impairment or
Disposal of Long-Lived Assets" ("SFAS No. 144"). The Statement addresses
financial accounting and reporting for the impairment or disposal of long-lived
assets. This Statement supersedes SFAS No. 121, and the accounting and reporting
provisions of Accounting Principles Board Opinion No. 30, "Reporting the Results
of Operations - Reporting the Effects of Disposal of a Segment of a Business,
and Extraordinary, Unusual and Infrequently Occurring Events and Transactions",
for the disposal of a "segment of a business" (as previously defined in that
Opinion). This Statement also amends Accounting Research Bulletin No. 51,
"Consolidated Financial Statements", to eliminate the exception to consolidation
for a subsidiary for which control is likely to be temporary. The objectives of
SFAS No. 144 are to address significant issues relating to the implementation of
SFAS No. 121 and to develop a single accounting model, based on the framework
established in SFAS No. 121, for long-lived assets to be disposed of by sale,
whether previously held and used or newly acquired. The Company currently
expects to adopt SFAS No. 144 in the Company's first quarter 2002, as required.
Management is currently evaluating the impact of SFAS No. 144, but this
Statement is not expected to have a material impact on the Company's results of
operations or financial position.

2.  Asset Impairment Charges
During the fourth quarter of 2001, the Company recorded a non-cash asset
impairment charge of $167.3 million or $10.18 per share (before and after tax)
related to the impairment of certain property, plant and equipment and goodwill
in its aluminum business segment. The asset impairment charges resulted from the
application of the provisions of Statement of Financial Accounting Standards No.
121, "Accounting for the Impairment of Long-Lived Assets and for Long-Lived
Assets to Be Disposed Of" (`'SFAS No.121") which requires that long-lived
assets, certain intangibles and goodwill held and used by an entity be reviewed
for impairment whenever events or changes in circumstances indicate that the
carrying value of these assets may not be recoverable. The Company undertook the
impairment review upon concluding, in the weeks following the tragic events of
September 11, that the economic recovery forecast by the Company to restore its
aluminum rolling mill operations to profitability in the second half of 2001
would not occur, and that a continuation of poor market conditions would impact
the carrying amount of the assets. The estimated fair value of the assets was
based on anticipated cash flows of the operations in the aluminum business unit
discounted at a rate commensurate with the risk involved. The $167.3 million
impairment charge was composed of $85.4 million of property, plant and equipment
write-downs and $81.9 million of goodwill write-downs. As a result of the SFAS
No. 121 impairment charges, depreciation expense related to these property,
plant and equipment assets will decrease in future periods. Goodwill will no
longer be amortized beginning January 2002 as required by the Statement of
Financial Accounting Standards No. 142, "Goodwill and Other Intangible Assets".

3.  Accounts Receivable Securitization
On September 26, 1997, the Company sold all of its trade accounts receivables to
a 100% owned subsidiary, Commonwealth Financing Corp. ("CFC"). Simultaneously,
CFC entered into a three-year accounts receivable securitization facility with a
financial institution and its affiliate whereby CFC can sell, on a revolving
basis, an undivided interest in certain of its receivables and receive up to
$150.0 million from an unrelated third party purchaser at a cost of funds linked
to commercial paper rates plus a charge for administrative and credit support
services. During September 2000, the Company and the financial institution
extended the accounts receivable securitization facility for an additional
three-year period ending in September 2003. In addition during September 2001,
the Company and the financial institution agreed to reduce the size of the
facility to $95.0 million. At December 31, 2001 and 2000, the Company had
outstanding under the agreement $20.0 million (the minimum that is required
under the agreement) and $69.0 million, respectively, and had $82.3 million and
$72.4 million, respectively, of net residual interest in the securitized
receivables. The fair value of the net residual interest is measured at the time
of the sale and is based on the sale of similar assets. In 2001, the Company
received gross proceeds of $38.0 million from the sale of receivables and made
gross payments of $87.0 million under the agreement.

The Company maintains an allowance for uncollectible accounts based upon the
expected collectibility of all consolidated trade accounts receivable, including
receivables sold by CFC. The allowance was $1.2 million and $2.9 million at
December 31, 2001 and 2000, respectively, and is netted against the net residual
interest in the securitized receivables in the Company's consolidated financial
statements.

Under the terms of the agreement, the Company is required to maintain tangible
net worth of $5 million, and to not exceed certain percentages of credit sales
for uncollectible accounts, delinquent accounts and sales returns and
allowances. Should the Company exceed such limitations, the financial
institution has the right to terminate the agreement.

4.  Inventories
Inventories at December 31 consist of the following (in thousands):

                                                  2001             2000
                                                  ----             ----
Raw materials                                   $21,203         $50,154
Work in process                                  45,830          49,473
Finished goods                                   35,978          33,899
Expendable parts and supplies                    14,223          15,850
                                               --------        --------
                                                117,234         149,376
LIFO reserve                                      1,804         (11,691)
                                               --------        --------
                                               $119,038        $137,685
                                               ========        ========

Inventories of approximately $102.2 million and $128.2 million, included in the
above totals (before the LIFO reserve) at December 31, 2001 and 2000,
respectively, are accounted for under the LIFO method of accounting.

During 2001 and 2000, LIFO inventory quantities were reduced, resulting in a
partial liquidation of the LIFO bases, the effect of which increased the net
loss in 2001 by approximately $0.03 million, which had no effect on the per
share amount and increased net income in 2000 by approximately $4.5 million, or
$0.27 per share.

5.  Property, Plant and Equipment
Property, plant and equipment and the related accumulated depreciation at
December 31 consist of the following (in thousands):

                                                    2001            2000
                                                    ----            ----
Land and improvements                            $17,134         $21,804
Buildings and improvements                        54,825          77,091
Machinery and equipment                          309,019         463,291
Construction in progress                           7,224          18,110
                                                --------        --------
                                                 388,202         580,296
Less accumulated depreciation                    236,065         321,333
                                                --------        --------
Net property, plant and equipment               $152,137        $258,963
                                                ========        ========

Depreciation expense was $30.1 million, $33.7 million and $30.6 million for the
years ended 2001, 2000 and 1999, respectively. The net book value of property,
plant and equipment was reduced by $85.4 million in 2001 as a result of the
asset impairment charges described in note 2.

6.  Financial Instruments and Hedging Activities
Effective January 1, 2001, the Company adopted Statement of Financial Accounting
Standards No. 133, "Accounting for Derivative Instruments and Hedging
Activities", including Statement of Financial Accounting Standards No. 138,
"Accounting for Certain Derivative Instruments and Certain Hedging Activities -
an amendment of FASB Statement No. 133" ("SFAS No. 133"). The Statement
establishes accounting and reporting standards requiring that every derivative
instrument (including certain derivative instruments embedded in other
contracts) be recorded on the balance sheet as either an asset or liability
measured at its fair value. The Statement requires that changes in the
derivative's fair value be recognized currently in net income unless specific
hedge accounting criteria are met. Special accounting for qualifying hedges
allows a derivative's gains and losses to offset related results on the hedged
item in the income statement, and requires that a company must formally
document, designate and assess the effectiveness of transactions that receive
hedge accounting. Under SFAS No. 133, gains and losses that represent the
effective portion of cash flow hedge transactions are recorded in other
comprehensive income. Gains and losses on these instruments that are deferred in
other comprehensive income are reclassified into net income as cost of goods
sold in the periods when the hedged transactions occur.

The Company enters into futures contracts, forward contracts and options to
manage exposures to price risk related to aluminum and natural gas purchases.
The Company has designated the futures contracts and forward contracts as cash
flow hedges of anticipated aluminum raw material and natural gas requirements,
respectively. The Company is exposed to losses in the event of non-performance
by the counterparties to these agreements; however, the Company does not
anticipate non-performance by the counterparties. Assessments of credit risks
with trading partners (brokers) are completed through a review of the broker's
ratings with credit rating agencies. However, the Company does not require
collateral to support broker transactions. All brokers trading on the London
Metal Exchange with U.S. clients are regulated by the Commodities Trading and
Futures Commission, which requires the brokers to be fully insured against
unrealized losses owed to clients. Brokers of natural gas forward contracts are
not regulated. At December 31, 2001, credit lines totaling $38 million were
available at various brokerages used by the Company.

The Company recorded a cumulative-effect-type net gain transition adjustment of
$6.6 million in accumulated other comprehensive income to recognize at fair
value all derivatives that were designated as cash-flow hedging instruments upon
adoption of SFAS No. 133 on January 1, 2001. All of this amount was reclassified
from accumulated other comprehensive income into cost of goods sold during 2001.
As of December 31, 2001, approximately $10.0 million of the $11.3 million of
deferred net losses are expected to be reclassified from other comprehensive
income into net income as cost of goods sold over the next twelve months. As of
December 31, 2001, the Company held open aluminum and natural gas futures
contracts, forward contracts and options having maturity dates extending through
December 2003. A net loss of $0.1 million was recognized in cost of goods sold
during the year ended December 31, 2001 representing the amount of the hedges'
ineffectiveness.

In order to hedge a portion of its interest rate risk, the Company was a party
to an interest rate swap agreement with a notional amount of $5 million under
which the Company paid a fixed rate of interest and received a LIBOR-based
floating rate. The interest rate swap agreement expired during September 2001
and currently the Company has no interest rate swap agreements in effect. The
Company's interest rate swap agreement which expired during September 2001 did
not qualify for hedge accounting under SFAS 133 and as such the change in the
fair value of the interest rate swap agreement had been recognized currently as
interest expense, net in the Company's consolidated income statement. The amount
of such change in the fair value of the interest rate swap agreement was
immaterial for the year ended December 31, 2001.

Prior to the adoption of SFAS No.133, gains, losses and premiums on futures
contracts, forward contracts and options which effectively hedged exposures were
included in income as a component of the underlying transaction. At December 31,
2000, the Company had open aluminum and natural gas futures contracts, forward
contracts and options with a fair value of $105.5 million. The Company had net
unrealized gains of $7.0 million as of December 31, 2000 on these open futures
contracts, forward contracts and options. Net unrealized gains and losses on
open futures contracts, forward contracts and options were recorded in the
consolidated balance sheet as accrued liabilities and prepayments and other
current assets, respectively. Futures contracts, forward contracts and options
were valued at the settlement price on the last business day of the year.

At December 31, 2001, the Company held aluminum purchase and sales commitments
through 2003 totaling $18 million and $160 million, respectively. At December
31, 2000, the Company held aluminum purchase and sales commitments through 2001
totaling $44 million and $168 million, respectively.

7.  Long-term Debt and Revolving Credit Facility
Long-term debt of the Company at December 31 consisted of the following (in
thousands):

                                                2001             2000
                                                ----             ----
Senior subordinated notes                   $125,000         $125,000
Revolving credit facility                          -                -
                                            --------         --------
                                             125,000          125,000
Less current maturities                            -                -
                                            --------         --------
                                            $125,000         $125,000
                                            ========         ========

The Company's $125 million of 10.75% senior subordinated notes are due in 2006.
Interest is payable semi-annually on April 1 and October 1 of each year.

The Company has a credit agreement with a syndicate of banks which was led by
Bank One Corporation. During March 2002, the credit agreement was amended
("amended credit agreement") and PNC Bank replaced Bank One Corporation as the
administrative agent and several of the banks in the syndicate were replaced
with other banks. Prior to March 2002, the credit agreement included a $100
million revolving credit facility under which the Company during 2001 had agreed
to limit borrowings to $65 million. The borrowing limitation has been further
reduced to $20 million under the amended credit agreement. The credit agreement
is collateralized by a pledge of all of the outstanding stock of the Company's
subsidiaries and substantially all of the Company's assets. Up to $30 million
(reduced to $7.5 million under the amended credit agreement) of the revolving
credit facility is available for standby and commercial letters of credit. The
amended credit agreement extended the revolving credit facility commitment from
September 2, 2002 to March 31, 2005.

Borrowings under the credit agreement bear interest at a variable base rate per
annum plus up to an additional 1.75% (changed to 2.00% in the amended credit
agreement) depending on the results of a quarterly financial test as defined in
the agreement. In addition, the Company must pay to the lenders under the credit
agreement, a quarterly facility fee ranging from 0.425% to 0.500% (changed to
0.750% in the amended credit agreement). The Company must pay a fee ranging from
1.325% to 1.750% (changed to 1.500% to 2.000% in the amended credit agreement)
per annum on the carrying amount of each outstanding letter of credit. At
December 31, 2001 and 2000, standby letters of credit totaling $0.7 million and
$0.8 million, respectively, were outstanding under the revolving credit
facility.

The credit agreement includes covenants which, among others, relate to leverage,
interest coverage, fixed charges, capital expenditures and the payment of
dividends.

The Company from time to time uses interest rate swap agreements to effectively
convert a portion of its variable interest rates relating to the Company's
revolving credit facility and accounts receivable securitization facility to
fixed interest rates. At December 31, 2000, the Company had an interest rate
swap agreement in place covering approximately $5 million of the Company's
exposure to variable interest rates. The fair value of this interest rate swap
agreement at December 31, 2000 was a liability of $0.1 million. The fixed
interest rate was 6.87%. The interest rate swap agreement expired in September
2001 and as of December 31, 2001 the Company had no interest rate swap
agreements in effect.

Based on estimated market values at December 31, 2001 and 2000, the fair value
of the senior subordinated notes was approximately $123 million and $109
million, respectively.

Future aggregate maturities of long-term debt at December 31, 2001 are as
follows (in thousands):

2002                                                          $      -
2003                                                                 -
2004                                                                 -
2005                                                                 -
2006                                                           125,000
                                                              --------
     Total                                                    $125,000
                                                              ========
8.  Stockholders' Equity
In July 1999, the Company adopted an Executive Stock Purchase Incentive Program
(the "Program") which had been authorized by the Company's stockholders at the
Company's annual meeting of stockholders held in April 1999. Under the Program,
the Company extended credit to certain key executives to purchase the Company's
common stock at fair market value. The loans are collateralized by the shares
acquired and are repayable with full-recourse to the executives. The Program
provided for the key executives to earn repayment of the notes including
interest, based on achieving annual and cumulative performance objectives as set
forth by the Management Development and Compensation Committee (the "Committee")
of the Board of Directors. During December 2001, the Committee terminated the
Program and the Board of Directors, at the recommendation of the Committee,
authorized all loans to be repaid with a combination of proceeds from forfeiture
by the executives of the collateralized shares and proceeds from application of
Program termination payments made by the Company to the executives to cover the
deficiency between the loans and the value of the collateralized shares on the
date of termination of the Program. In addition, the Program termination
payments covered income tax obligations incurred by the executives as a result
of the Program termination. For certain of the executives, the Program
termination payments used to repay the loans were divided between payments made
in December 2001 and payments to be made in April 2002. A total of 677,000
shares were issued during August 1999 of which no shares are outstanding as of
December 31, 2001. The outstanding principal balance of the notes at December
31, 2001 was $1.6 million and is classified as a reduction of stockholders'
equity. The expense relating to the Program was $7.2 million, $4.7 million and
$2.7 million for the years ended 2001, 2000 and 1999, respectively.

9.  Pension Plans
The Company has two defined benefit pension plans covering certain salaried and
non-salaried employees. The plan benefits are based primarily on years of
service and employees' compensation during employment for all employees not
covered under a collective bargaining agreement and; on stated amounts based on
job grade and years of service prior to retirement for non-salaried employees
covered under a collective bargaining agreement. The plans' assets consist
primarily of equity securities, guaranteed investment contracts and fixed income
pooled accounts.

The financial status of the plans at December 31 is as follows (in thousands):

                                                    2001          2000
                                                    ----          ----
Change in benefit obligation:
Benefit obligation at beginning of year          $84,173        $82,990
    Service cost                                   2,548          2,567
    Interest cost                                  6,451          6,307
    Actuarial (gain) loss                          5,565          1,292
    Reduction due to curtailment                       -           (695)
    Benefits paid                                (10,313)        (8,288)
                                                  ------         ------
Benefit obligation at end of year                 88,424         84,173
                                                  ------         ------

Change in plan assets:
Fair value of plan assets at beginning of year    86,039         81,792
    Actual return on plan assets                     657          8,589
    Employer contribution                          5,917          3,946
    Benefits paid                                (10,313)        (8,288)
                                                  ------         ------
Fair value of plan assets at end of year          82,300         86,039
                                                  ------         ------

Funded status                                     (6,124)         1,866
Unrecognized net actuarial (gain) loss             4,821         (7,434)
Unrecognized prior service cost                   (3,307)        (3,325)
Unrecognized net transition obligation (asset)        34           (192)
                                                  ------          ------
Net amount recognized as (accrued) pension
cost in the consolidated balance sheet           $(4,576)       $(9,085)
                                                  ======          ======

The weighted average assumptions and components of net pension expense for the
years ended December 31 are as follows (in thousands):

                                                2001         2000         1999
                                                ----         ----         ----
Weighted average assumptions:
    Discount rate                               7.50%        7.75%        7.75%
    Expected return on plan assets              8.75         8.75         8.00
    Rate of compensation increase               4.50         4.50         4.50

Components of net pension expense:
    Service cost                              $2,548       $2,567       $2,716
    Interest cost                              6,451        6,307        5,964
    Expected return on plan assets            (7,346)      (7,043)      (5,637)
    Net amortization and deferral               (245)        (254)        (207)
    Curtailment gain                               -       (1,111)           -
                                               -----        -----        -----
          Net pension expense                 $1,408         $466       $2,836
                                               =====        =====        =====

The Company recorded a $1.1 million curtailment gain in one of the plans in 2000
as a result of employee workforce reductions.

The Company's policy for these plans is to make contributions equal to or
greater than the requirements prescribed by the Employee Retirement Income
Security Act of 1974.

The Company also contributes to a union sponsored defined benefit multi-employer
pension plan for certain of its non-salaried employees. The Employee Retirement
Income Security Act of 1974, as amended by the Multi-Employers Pension Plan
Amendment Act of 1980, imposes certain liabilities upon employers who are
contributors to multi-employer plans in the event of the employers' withdrawal
from such a plan or upon a termination of such a plan. Management does not
intend to take any action that would subject the Company to any such
liabilities. The Company's contributions to the multi-employer pension plan were
approximately $0.2 million for 2001, 2000 and 1999, respectively.

In addition to the defined benefit pension plans described above, the Company
also sponsors defined contribution plans covering certain employees. In one of
the plans, the Company matches 25% to 50% of a participant's voluntary
contributions (depending on the respective plant's annual earnings performance)
up to a maximum of 6% of a participant's compensation. In the other plan, the
Company matches 100% of the first 3% of a participant's voluntary contributions
to the plan. The Company's contributions to the plans were approximately $1.1
million for 2001 and $1.5 million for 2000 and 1999.

10.  Postretirement Benefits Other Than Pensions
The Company provides postretirement health care and life insurance benefits to
certain employees hired on or before September 1, 1998. The Company accrues the
cost of postretirement benefits within the employees' active service periods.
During 1999 changes were made to the plan for salaried employees to eliminate
coverage for employees eligible for Medicare and to require employee
contributions based on length of service. The plan changes reduced the
accumulated postretirement benefit obligation by $6.5 million in 1999 and is
being amortized over the average remaining service lives of the Company's active
employees, which has the effect of reducing net periodic postretirement benefits
cost.
The financial status of the plan at December 31 is as follows (in thousands):

                                                       2001          2000
                                                       ----          ----
Change in benefit obligation:
Benefit obligation at beginning of year             $52,100        $51,424
    Service cost                                        682            763
    Interest cost                                     3,852          3,897
    Amendments                                            -              -
    Actuarial (gain) loss                               (87)          (830)
    Reduction due to curtailment                          -         (1,020)
    Benefits paid                                    (3,478)        (2,134)
                                                     ------         ------
Benefit obligation at end of year                    53,069         52,100
                                                     ------         ------
Change in plan assets:
Fair value of plan assets at beginning of year            -              -
    Actual return on plan assets                          -              -
    Employer contribution                             3,478          2,134
    Benefits paid                                    (3,478)        (2,134)
                                                     ------         ------
Fair value of plan assets at end of year                  -              -
                                                     ------         ------

Funded status                                       (53,069)       (52,100)
Unrecognized net actuarial gain                     (12,448)       (12,937)
Unrecognized prior service cost                     (13,905)       (16,878)
                                                     ------         ------
    Prepaid (accrued) postretirement benefit cost  $(79,422)      $(81,915)
                                                     ======         ======

The weighted average assumptions and components of net postretirement benefit
expense for the years ended December 31 are as follows (in thousands):

                                                 2001         2000         1999
                                                 ----         ----         ----
Weighted average assumptions:
    Discount rate                                7.50%        7.75%        7.75%

Components of net postretirement benefit expense:
    Service cost                               $  682     $    763       $  867
    Interest cost                               3,852        3,897        3,657
    Amortization of prior service cost         (2,973)      (3,131)      (3,209)
    Recognized net actuarial gain                (576)        (388)        (193)
    Curtailment gain                                -       (2,558)           -
                                               ------      -------       ------
Net postretirement benefit expense (income)    $  985     $(1,417)       $1,122
                                               ======      =======       ======

The Company recorded a $2.6 million curtailment gain in 2000 as a result of
employee workforce reductions.

For measurement purposes, the employer cap on the amount paid for retiree
medical benefits is assumed to increase with general inflation at 3% per year.
If the general inflation rate assumption is increased by 1%, the postretirement
benefit obligation as of December 31, 2001 and the combined service and interest
cost components of postretirement benefit expense for the year then ended would
be increased by approximately $5.1 million and $0.4 million, respectively, and
if the general inflation rate assumption is decreased by 1%, the postretirement
benefit obligation as of December 31, 2001 and the combined service and interest
cost components of postretirement benefit expense for the year then ended would
be decreased by approximately $4.4 million and $0.4 million, respectively.

11.  Income Taxes
The components of income tax expense (benefit) for the years ended December 31
are as follows (in thousands):

                                              2001        2000        1999
                                              ----        ----        ----
Current:
                         Federal              $  -      $ (234)      $ 419
                         State and Local       200         580         538
                                              ----        ----        ----
                                               200         346         957
Deferred:
                         Federal                 -           -           -
                         State and Local         -           -           -
                                              ----        ----        ----
                                              $200        $346        $957
                                              ====        ====        ====

Deferred tax assets and liabilities at December 31 are as follows (in
thousands):

<TABLE>
<CAPTION>
                                                            2001                           2000
                                                            ----                           ----
                                                   Assets       Liabilities       Assets       Liabilities
                                                   ------       -----------      ---------   -------------
<S>                                                <C>             <C>            <C>             <C>
Inventory                                          $  574          $    -         $  854          $    -
Property, plant and equipment                           -          12,474              -          50,242
Accrued and other liabilities                      10,816               -         10,093               -
Accrued pension costs                               3,351               -          4,302               -
Accrued postretirement costs                       31,768               -         32,765               -
Net operating loss carryforwards                   34,249               -         24,553               -
AMT credit carryforwards                            6,617               -          6,849               -
Research and development credit carryforwards       1,435               -          1,629               -
Other                                                 425               -            497               -                    --
                                                   ------          ------         ------          ------
           Totals                                 $89,235         $12,474       $ 81,542         $50,242
                                                   ------          ------         ------          ------
Net deferred tax asset                             76,761               -         31,300               -
Valuation allowance                               (76,761)              -        (31,300)              -
                                                   ------          ------         ------          ------
           Net deferred taxes                     $     -          $    -         $    -          $    -
                                                   ======          ======         ======          ======
</TABLE>

The Company has determined that at December 31, 2001 and 2000, its ability to
realize future benefits of net deferred tax assets does not meet the "more
likely than not" criteria in Statement of Financial Accounting Standards No.109,
"Accounting for Income Taxes".

At December 31, 2001, the Company had net operating loss ("NOL") carryforwards
for federal tax purposes of approximately $86 million, which expire in various
amounts from 2002 through 2021 and approximately $6.6 million in alternative
minimum tax ("AMT") credit carryforwards which do not expire. As a result of the
Company's initial public offering during 1995, the Company experienced an
"ownership change" within the meaning of Section 382 of the Internal Revenue
Code. Consequently, the Company is subject to an annual limitation on the amount
of NOL carryforwards that can be used to offset taxable income. The annual
limitation is $9.6 million plus certain gains included in taxable income which
are attributable to the Company prior to the ownership change. Approximately $52
million of the $86 million of NOL carryforwards mentioned previously are subject
to this annual limitation with the remaining amounts having no such annual
limitation.

A reconciliation of the significant differences between the federal statutory
income tax rate and the effective income tax rate on pre-tax income (loss) is as
follows:

<TABLE>
<CAPTION>
                                                               2001        2000       1999
                                                               ----        ----       ----
<S>                                                           <C>          <C>        <C>
Federal statutory income tax rate                             (35.0)%      35.0%      35.0%
Increase (decrease) in tax rate resulting from:
     NOL and AMT credit carryforwards                           4.2       (53.0)     (43.9)
     Nondeductible goodwill and other permanent
     differences                                                0.5        43.0       14.0
     Adjustment of prior year accrual                             -       (10.8)      (3.1)
     State income taxes, net of federal income tax benefit      0.1         8.3        2.1
     Alternative minimum tax                                      -           -        5.9
     Foreign sales corporation benefits                           -        (8.2)      (3.4)
     Research and development credit carryforwards                -        (5.3)         -
     Activity relating to income taxes attributed to
     previously accrued securities valuation reserves             -           -        1.4
     Asset impairment charges                                  30.3           -          -
                                                               -----        ----      ----
          Effective income tax rate                             0.1%        9.0%       8.0%
                                                               =====        ====      ====
</TABLE>

12.  Contingencies
The Company's operations are subject to increasingly stringent environmental
laws and regulations governing air emissions, wastewater discharges, the
handling, disposal and remediation of hazardous substances and wastes and
employee health and safety. These laws can impose joint and several liability
for releases or threatened releases of hazardous substances upon statutorily
defined parties, including the Company, regardless of fault or the lawfulness of
the original activity or disposal. The Company believes it is currently in
material compliance with applicable environmental laws and regulations.

Federal and state regulations continue to impose strict emission requirements on
the aluminum industry. While the Company believes that current pollution control
measures at the emission sources at its facilities meet current requirements,
additional measures at some of the Company's facilities may be required to meet
future requirements.

The Company has been named as a potentially responsible party at seven federal
superfund sites and has completed closure activities at two of the sites for
past waste disposal activity associated with closed recycling facilities. At the
five other federal superfund sites, the Company is a minor contributor and has
satisfied its obligations at four of the sites and expects to resolve its
liability at the remaining site for a nominal amount. The Company is also under
orders by agencies in two states for environmental remediation at three sites,
one of which is currently operating and two of which have been closed.
Previously, a trust fund existed to fund the activity at one of the sites that
was undergoing closure and was established through contributions from two other
parties in exchange for indemnification from further liability. The Company was
reimbursed from the trust fund for approved closure and postclosure expenditures
incurred at the site. All remaining funds in the trust fund were paid out during
2001 and the trust was closed. Based upon currently available information, the
Company estimates the range of possible remaining expenditures with respect to
the above matters is between $7 million and $14 million.

The Company acquired its Lewisport, Kentucky ("Lewisport") rolling mill and an
aluminum smelter at Goldendale, Washington ("Goldendale"), from Lockheed Martin
in 1985. In connection with the transaction, Lockheed Martin indemnified the
Company against expenses relating to environmental matters arising during the
period of Lockheed Martin's ownership of those facilities.

Environmental sampling at Lewisport has disclosed the presence of contaminants,
including polychlorinated biphenyls (PCBs), in a closed Company landfill. The
Company has not yet determined the extent of the contamination or the nature and
extent of remedial measures that may be required. Accordingly, the Company
cannot at present estimate the cost of any remediation that may be necessary.
Management believes the contamination is covered by the Lockheed Martin
indemnification, which Lockheed Martin disputes.

The aluminum smelter at Goldendale was operated by Lockheed Martin until 1985
and by the Company from 1985 to 1987 when it was sold to Columbia Aluminum
Corporation ("Columbia"). Past aluminum smelting activities at Goldendale have
resulted in environmental contamination and regulatory involvement. A 1993
Settlement Agreement among the Company, Lockheed Martin and Columbia allocates
responsibility for future remediation at 11 sites at the Goldendale smelter. If
remediation is required, estimates by outside consultants of the probable
aggregate cost to the Company for these sites range from $1.3 million to $7.2
million. The apportionment of responsibility for other sites at Goldendale is
left to alternative dispute resolution procedures if and when these locations
become the subject of remedial requirements.

The Company has been named as a potentially responsible party at three
third-party disposal sites relating to Lockheed Martin operations, for which
Lockheed Martin has assumed responsibility.

The Company's aggregate loss contingency accrual for environmental matters was
$8.8 million and $9.4 million at December 31, 2001 and 2000, respectively. Of
the total reserve, $2.5 million and $3.6 million is included in "accrued
liabilities" in the Company's consolidated balance sheets at December 31, 2001
and 2000, respectively, and $6.3 million and $5.8 million is included in "other
long-term liabilities" at December 31, 2001 and 2000, respectively.

While the Company believes the overall accrual is adequate to cover all
environmental loss contingencies the Company has determined to be probable and
reasonably estimable, it is not possible to predict the amount or timing of cost
for future environmental matters which may subsequently be determined. Although
the outcome of any such matters, to the extent they exceed any applicable
accrual, could have a material adverse effect on the Company's consolidated
results of operations or cash flows for the applicable period, the Company
believes that such outcome will not have a material adverse effect on the
Company's consolidated financial condition, results of operations or cash flows.

The Company has incurred and will continue to incur capital and operating
expenditures for matters relating to environmental control and monitoring.
Capital expenditures of the Company for environmental control and monitoring for
2001 and 2000 were $0.2 million and $0.9 million, respectively. All other
environmental expenditures of the Company, including remediation expenditures,
for 2001, 2000 and 1999 were $1.9 million, $2.1 million and $2.3 million,
respectively.

The Company is also a party to various non-environmental legal proceedings and
administrative actions, all arising from the ordinary course of business.
Although it is impossible to predict the outcome of any legal proceeding, the
Company believes any liability that may finally be determined with respect to
such legal proceedings should not have a material effect on the Company's
consolidated financial position, results of operations or cash flows, although
resolution in any year or quarter could be material to the consolidated results
of operations for that period.

13.  Stock Incentives
The Company has stock incentive plans covering certain officers, key employees
and directors. The plans provide for the grant of options to purchase common
stock, the award of shares of restricted common stock and in the case of
non-employee directors, the award of shares of common stock. The total number of
shares available under the plans is 1,950,000.

The following summarizes activity under the plans for the years 1999, 2000 and
2001:

<TABLE>
<CAPTION>
                                                         Options                            Restricted Stock
                                        --------------------------------------------------  ----------------
                                                          Range of        Weighted Average
                                          Shares       Exercise Prices     Exercise Price         Shares
                                         ---------    ------------------  -----------------    ------------
<S>                                       <C>          <C>                    <C>               <C>
Outstanding December 31, 1998              568,000      $8.25 to $20.00        $15.17            167,500
   Granted                                 343,000                $8.81         $8.81                  -
   Exercised                                     -                    -             -                  -
   Forfeited                              (127,000)     $8.81 to $16.75        $12.46            (20,000)
                                         ---------                                                ------
Outstanding December 31, 1999              784,000      $8.25 to $20.00        $12.83            147,500
   Granted                                 315,000      $7.44 to $12.84        $12.76                  -
   Exercised                                     -                    -             -                  -
   Forfeited                              (166,500)     $8.25 to $16.75        $12.97            (10,000)
   Stock no longer restricted                    -                    -             -           (125,000)
                                         ---------                                                ------
Outstanding December 31, 2000              932,500      $7.44 to $20.00        $12.78             12,500
   Granted                                 329,000                $4.22         $4.22                  -
   Exercised                                     -                    -             -                  -
   Forfeited                              (192,000)     $4.22 to $16.75        $11.91                  -
   Stock no longer restricted                    -                    -             -            (12,500)
                                         ---------                                                ------
Outstanding December 31, 2001            1,069,500      $4.22 to $20.00        $10.30                  -
                                         =========                                                ======
   (Weighted average contractual
     life of 7.2 years)

Exercisable Options:
   December 31, 1999                       172,000     $14.00 to $16.88        $15.72
   December 31, 2000                       273,500      $8.81 to $20.00        $15.32
   December 31, 2001                       348,500      $7.44 to $20.00        $14.81

</TABLE>


The following table summarizes information about stock options outstanding at
December 31, 2001:

<TABLE>
<CAPTION>
                                             Options                                   Options
                                           Outstanding                               Exercisable
                       ---------------------------------------------------  ------------------------------
                                             Weighted
                                             Average          Weighted                          Weighted
      Range of              Number         Contractual        Average           Number          Average
  Exercise Prices        Outstanding           Life        Exercise Price    Exercisable     Exercise Price
-------------------     --------------     -----------    ----------------   ------------   ---------------
<S>                       <C>             <C>                  <C>            <C>                <C>
   $4.22 to $14.00           800,000       7.9 years             $8.54          79,000            $12.40
  $14.01 to $20.00           269,500       5.2 years            $15.52         269,500            $15.52
                           ---------                                           -------
   $4.22 to $20.00         1,069,500       7.2 years            $10.30         348,500            $14.81
                           =========                                           =======
</TABLE>

The options are issued at the fair value of the underlying stock on the date of
grant and become exercisable three years from the grant date for employees and
one year from the grant date for non-employee directors. The options expire ten
years after the date of grant. The restricted stock, principally issued in
connection with the Company's initial public offering in 1995, vested five years
from the date of award. The Company has no restricted stock outstanding at
December 31, 2001. The weighted-average fair value of options granted in 2001,
2000 and 1999 was $1.48, $5.76 and $3.61 per share, respectively. Fair value
estimates were determined using the Black-Scholes option pricing model with the
following weighted average asumptions for 2001, 2000 and 1999:

                                            2001          2000          1999
                                            ----          ----          ----
Risk-free interest rate                     5.13%         6.56%         4.70%
Dividend yield                              4.74%         1.58%         2.27%
Volatility factor                             52%           49%           50%
Expected term of options (in years)            5             5             5

As permitted by Statement of Financial Accounting Standards No. 123, "Accounting
for Stock-Based Compensation" ("SFAS No. 123"), the Company follows the
provisions of Accounting Principles Board Opinion No. 25, "Accounting for Stock
Issued to Employees," and related Interpretations in accounting for its stock
option plans, and accordingly, no compensation expense has been recognized for
options and stock issued under the plans. Had compensation expense been
determined based on the fair value of the stock options at the grant date
consistent with the provisions of SFAS No. 123, the Company's net loss and basic
and diluted net loss per share would have been increased for 2001 and the
Company's net income and basic and diluted net income per share would have been
reduced for 2000 and 1999 to the pro forma amounts which follow:

                                           2001           2000           1999
                                           ----           ----           ----
Net income (loss)
    As reported                        $(193,552)         $3,491        $11,011
    Pro forma                          $(193,658)         $2,993        $10,515
Basic and diluted net income
(loss) per share
    As reported                          $(11.78)          $0.21          $0.68
    Pro forma                            $(11.79)          $0.18          $0.65

14.  Net Income Per Share Computations
The following is a reconciliation of the numerator and denominator of the basic
and diluted per share computations:

<TABLE>
<CAPTION>
                                                                            2001         2000        1999
                                                                            ----         ----        ----
<S>                                                                      <C>            <C>        <C>
Income (numerator) amounts used for basic and
diluted per share computations:
     Net income (loss)                                                    $(193,552)     $3,491     $11,011
                                                                          =========      ======     =======

Shares (denominator) used for basic per share computations:
     Weighted average shares of common stock outstanding                     16,428      16,567      16,224
                                                                             ======      ======      ======

Shares (denominator) used for diluted per share computations:
     Weighted average shares of common stock outstanding                     16,428      16,567      16,224
     Plus: dilutive effect of stock options                                       -           6          57
                                                                             ------      ------      ------
           Adjusted weighted average shares                                  16,428      16,573      16,281
                                                                             ======      ======      ======

Basic and diluted net income (loss) per share                               $(11.78)      $0.21       $0.68
                                                                            =======       =====       =====
</TABLE>

Options to purchase 770,500, 932,500 and 488,000 common shares for the years
ended December 31, 2001, 2000 and 1999, respectively, were excluded from the
calculations above because the exercise prices on the options were greater than
the average market price for the periods.

15.  Lease Commitments
Certain property, plant and equipment are leased under noncancelable leases
which provide for minimum rental payments as follows (in thousands):

                        Rental payments      Less sublease           Net rental
                               required      rental income    payments required
                               --------      -------------    -----------------
2002                             $3,818               $103               $3,715
2003                              3,379                 29                3,350
2004                              2,344                  -                2,344
2005                              1,234                  -                1,234
2006                                895                  -                  895
2007-2015                         3,960                  -                3,960

Rental expense under cancelable and noncancelable leases for 2001, 2000 and 1999
was $4.1 million, $3.8 million and $4.0 million, respectively. The amount of
rental expense for 2001 and 2000 is net of sublease rental income of $0.17
million and $0.03 million, respectively. There was no sublease rental income in
1999.

16.  Selected Quarterly Financial Data (unaudited)
All amounts are in thousands except net income (loss) per share.

<TABLE>
<CAPTION>
                                                                                 Quarter
                                                             ---------------------------------------------
                                                               1st          2nd         3rd          4th
                                                             -------     --------   ---------    ---------
2001
----
<S>                                                          <C>         <C>         <C>          <C>
Net sales                                                    $230,191    $235,505    $249,914     $204,894
Gross profit                                                   10,864      11,308      14,548       10,311
Net income (loss)                                              (6,055)     (4,900)     (1,553)    (181,044)
Basic and diluted net income (loss) per share                   (0.37)      (0.30)      (0.09)      (11.08)

2000
----
Net sales                                                    $320,965    $304,021    $275,565     $224,591
Gross profit                                                   22,540      25,702      17,682       16,281
Net income (loss)                                               1,250       4,409       2,374       (4,542)
Basic and diluted net income (loss) per share                    0.08        0.27        0.14        (0.27)

</TABLE>

The net income (loss) for the fourth quarter of 2001 includes the $167.3 million
or $10.24 per share non-cash asset impairment charges. See note 2 for additional
information.

17.  Information Concerning Business Segments
The Company has determined it has two reportable segments: aluminum and
electrical products. The aluminum segment manufactures aluminum sheet for
distributors and the transportation, construction, and consumer durables end-use
markets. The electrical products segment manufactures flexible electrical wiring
products for the commercial construction and do-it-yourself markets.

The accounting policies of the reportable segments are the same as those
described in Note 1, "Basis of Presentation and Summary of Significant
Accounting Policies". All intersegment sales prices are market based. The
Company evaluates the performance of its operating segments based upon operating
income.

The Company's reportable segments are strategic business units that offer
different products to different customer groups. They are managed separately
because each business requires different technology and marketing strategies.

Summarized financial information concerning the Company's reportable segments is
shown in the following table for the years 2001, 2000 and 1999 (in thousands).
The "Other" column includes corporate related items, including elimination of
intersegment transactions, and as it relates to segment operating income, income
and expense not allocated to reportable segments. The operating income (loss)
and total assets for the aluminum business unit for 2001 includes the $167.3
million non-cash asset impairment charges recorded in the fourth quarter of
2001. See note 2 for additional information.

<TABLE>
<CAPTION>
                                                                       Electrical
                                                          Aluminum      Products       Other        Total
                                                          ----------   -----------  -----------   ------------
2001
----
<S>                                                          <C>          <C>         <C>           <C>
Net sales to external customers                              $801,786     $118,718    $      -      $920,504
Intersegment net sales                                         26,295            -     (26,295)            -
Operating income (loss)                                      (164,153)       5,064     (19,658)     (178,747)
Depreciation and amortization                                  31,382        3,940           7        35,329
Total assets                                                  336,740      100,824       2,068       439,632
Capital expenditures                                            8,797          205           -         9,002

2000
----
Net sales to external customers                              $990,961     $134,181    $      -    $1,125,142
Intersegment net sales                                         27,673            -     (27,673)            -
Operating income (loss)                                        43,321       (3,616)    (17,776)       21,929
Depreciation and amortization                                  35,191        4,168          (8)       39,351
Total assets                                                  561,782       90,693       2,865       655,340
Capital expenditures                                           18,282          163           -        18,445

1999
----
Net sales to external customers                              $944,438     $130,501    $      -    $1,074,939
Intersegment net sales                                         29,090            -     (29,090)            -
Operating income                                               32,213        8,451     (12,224)       28,440
Depreciation and amortization                                  32,699        3,597         217        36,513
Total assets                                                  603,362      102,768         192       706,322
Capital expenditures                                           26,445       10,270           -        36,715

</TABLE>

18.  Stockholder Protection Rights Plan
During 1996, the Company's Board of Directors adopted a stockholder protection
rights plan (the "Plan"). Under the Plan, preferred share purchase rights
("Rights") are issued at the rate of one Right for each share of the Company's
common stock. Each Right entitles its holder to purchase one one-hundredth of a
share of Preferred Stock at an exercise price of $65, subject to adjustment.
Until it is announced that a person or group has acquired 15% or more of the
Company's common stock (an "Acquiring Person"), or the tenth business day after
a person or group commences a tender offer that, if completed, would result in
such person or group owning 15% or more of the Company's common stock, the
Rights will be evidenced by the Company's common stock certificates, will
automatically trade with the common stock and will not be exercisable.
Thereafter, separate Rights certificates will be distributed and each Right will
entitle its holder to purchase Participating Preferred Stock having economic and
voting terms similar to those of one share of Common Stock for an exercise price
of $65.

Upon announcement that any person or group has become an Acquiring Person (the
"Flip-in Date"), each Right (other than Rights beneficially owned by any
Acquiring Person or transferees thereof, which Rights become void) will entitle
its holder to purchase, for the exercise price, a number of shares of the
Company's common stock having a market value of twice the exercise price. Also,
if after an Acquiring Person controls the Company's Board of Directors, the
Company is involved in a merger or sells more than 50% of its assets or earning
power (or has entered into an agreement to do any of the foregoing), and, in the
case of a merger, the Acquiring Person will receive different treatment than all
other stockholders, each Right will entitle its holder to purchase, for the
exercise price, a number of shares of common stock of the Acquiring Person
having a market value of twice the exercise price. If any person or group
acquires between 15% and 50% of the Company's common stock, the Company's Board
of Directors may, at its option, exchange one share of the Company's common
stock for each Right. Until the Rights become exercisable, they may be redeemed
by the Company at a price of $0.01 per Right. The Rights expire on March 16,
2006.

19.  Guarantor Financial Statements
The $125 million of 10.75% senior subordinated notes due 2006 issued by the
Company, and the $100 million revolving credit facility are guaranteed by the
Company's wholly-owned subsidiaries (collectively the "Subsidiary Guarantors"),
other than Commonwealth Financing Corp. ("CFC"), a Securitization Subsidiary (as
defined in the Indenture with respect to such debt) and certain subsidiaries of
the Company without substantial assets or operations. Such guarantees are full,
unconditional and joint and several. Separate financial statements of the
Subsidiary Guarantors are not presented because management has determined that
they would not be material to investors. The following supplemental financial
information sets forth on a condensed combined basis for the Parent Company
Only, Subsidiary Guarantors, Non-guarantor Subsidiaries and for the Company, a
combining balance sheet as of December 31, 2001 and 2000 and a statement of
operations and statement of cash flows for the years ended December 31, 2001,
2000 and 1999.

                  Combining Balance Sheet at December 31, 2001
                                 (in thousands)
<TABLE>
<CAPTION>
                                                                        Parent
                                                                       Company    Subsidiary  Non-guarantor                Combined
                                                                        Only      Guarantors  Subsidiaries   Eliminations   Totals
                                                                       ---------  -----------  -----------   ------------   --------
<S>                                                                   <C>          <C>         <C>          <C>          <C>
Assets
Current assets:
          Cash and cash equivalents                                    $    --      $   6,393   $    --      $    --      $   6,393
          Accounts receivable, net                                          --        271,074        --       (270,993)          81
          Inventories                                                       --        119,038        --           --        119,038
          Net residual interest in securitized receivables                  --           --        82,310         --         82,310
          Prepayments and other current assets                               435        2,795        --           --          3,230
                                                                       ---------    ---------   ---------    ---------    ---------
               Total current assets                                          435      399,300      82,310     (270,993)     211,052
Property, plant and equipment, net                                          --        152,137        --           --        152,137
Goodwill, net                                                               --         74,199        --           --         74,199
Other noncurrent assets                                                  424,830          611        --       (423,197)       2,244
                                                                       ---------    ---------   ---------    ---------    ---------
               Total assets                                            $ 425,265    $ 626,247   $  82,310    $(694,190)   $ 439,632
                                                                       =========    =========   =========    =========    =========

Liabilities
Current liabilities:
          Accounts payable                                             $ 148,971    $  50,693   $ 122,022    $(270,993)   $  50,693
          Accrued liabilities                                              5,784       33,997        (905)        --         38,876
                                                                       ---------    ---------   ---------    ---------    ---------
               Total current liabilities                                 154,755       84,690     121,117     (270,993)      89,569
Long-term debt                                                           125,000         --          --           --        125,000
Other long-term liabilities                                                 --          6,899        --           --          6,899
Accrued pension benefits                                                    --          4,576        --           --          4,576
Accrued postretirement benefits                                             --         79,422        --           --         79,422
                                                                       ---------    ---------   ---------    ---------    ---------
               Total liabilities                                         279,755      175,587     121,117     (270,993)     305,466
                                                                       ---------    ---------   ---------    ---------    ---------

Commitments and contingencies                                               --           --          --           --           --

Stockholders' Equity
     Common stock                                                            160            1        --             (1)         160
     Additional paid-in capital                                          405,443      486,727       5,000     (491,727)     405,443
     Accumulated deficit                                                (258,532)     (24,724)    (43,807)      68,531     (258,532)
     Notes receivable from sale of common stock                           (1,561)        --          --           --         (1,561)
     Accumulated other comprehensive income:
        Effects of cash flow hedges                                         --        (11,344)       --           --        (11,344)
        Minimum pension liability adjustment                                --           --          --           --           --
                                                                       ---------    ---------   ---------    ---------    ---------
               Total stockholders' equity                                145,510      450,660     (38,807)    (423,197)     134,166
                                                                       ---------    ---------   ---------    ---------    ---------
               Total liabilities and stockholders' equity              $ 425,265    $ 626,247   $  82,310    $(694,190)   $ 439,632
                                                                       =========    =========   =========    =========    =========
</TABLE>
                  Combining Balance Sheet at December 31, 2000
                                 (in thousands)
<TABLE>
<CAPTION>
                                                                        Parent
                                                                       Company    Subsidiary  Non-guarantor                Combined
                                                                        Only      Guarantors  Subsidiaries   Eliminations   Totals
                                                                       ---------  -----------  -----------   ------------   --------
<S>                                                                   <C>          <C>         <C>          <C>          <C>
Assets
Current assets:
          Cash and cash equivalents                                    $    --      $  11,514   $    --      $    --      $  11,514
          Accounts receivable, net                                          --        242,176        --       (242,065)         111
          Inventories                                                       --        137,685        --           --        137,685
          Prepayments and other current assets                               797       10,566      72,367         --         83,730
                                                                       ---------    ---------   ---------    ---------    ---------
               Total current assets                                          797      401,941      72,367     (242,065)     233,040
Property, plant and equipment, net                                          --        258,963        --           --        258,963
Goodwill, net                                                               --        160,134        --           --        160,134
Other noncurrent assets                                                  605,054        1,135        --       (602,986)       3,203
                                                                       ---------    ---------   ---------    ---------    ---------
               Total assets                                            $ 605,851    $ 822,173   $  72,367    $(845,051)   $ 655,340
                                                                       =========    =========   =========    =========    =========

Liabilities
Current liabilities:
          Accounts payable                                             $ 137,384    $  53,522   $ 104,681    $(242,065)   $  53,522
          Accrued liabilities                                              5,074       36,288        (306)        --         41,056
                                                                       ---------    ---------   ---------    ---------    ---------
               Total current liabilities                                 142,458       89,810     104,375     (242,065)      94,578
Long-term debt                                                           125,000         --          --           --        125,000
Other long-term liabilities                                                 --          6,369        --           --          6,369
Accrued pension benefits                                                    --          9,085        --           --          9,085
Accrued postretirement benefits                                             --         81,915        --           --         81,915
                                                                       ---------    ---------   ---------    ---------    ---------
               Total liabilities                                         267,458      187,179     104,375     (242,065)     316,947
                                                                       ---------    ---------   ---------    ---------    ---------

Commitments and contingencies                                               --           --          --           --           --

Stockholders' Equity
     Common stock                                                            165            1        --             (1)         165
     Additional paid-in capital                                          408,505      486,727       5,000     (491,727)     408,505
     Accumulated deficit                                                 (61,688)     148,266     (37,008)    (111,258)     (61,688)
     Unearned compensation                                                    (7)        --          --           --             (7)
     Notes receivable from sale of common stock                           (8,582)        --          --           --         (8,582)
                                                                       ---------    ---------   ---------    ---------    ---------
               Total stockholders' equity                                338,393      634,994     (32,008)    (602,986)     338,393
                                                                       ---------    ---------   ---------    ---------    ---------
               Total liabilities and stockholders' equity              $ 605,851    $ 822,173   $  72,367    $(845,051)   $ 655,340
                                                                       =========    =========   =========    =========    =========
</TABLE>

   Combining Statement of Operations for the year ended December 31, 2001
                                 (in thousands)
<TABLE>
<CAPTION>
                                                            Parent
                                                           Company        Subsidiary     Non-guarantor                    Combined
                                                            Only          Guarantors     Subsidiaries     Eliminations     Totals
                                                           ---------      ---------       ---------       ---------       ---------
<S>                                                        <C>             <C>            <C>             <C>             <C>
Net sales                                                  $    --        $  920,504      $    --         $    --        $  920,504
Cost of goods sold                                              --           873,473           --              --           873,473
                                                           ---------       ---------      ---------       ---------       ---------
     Gross profit                                               --            47,031           --              --            47,031
Selling, general and administrative expenses                     290          54,223             10            --            54,523
Amortization of goodwill                                        --             3,988           --              --             3,988
Asset impairment charges                                        --           167,267           --              --           167,267
                                                           ---------       ---------      ---------       ---------       ---------
     Operating income (loss)                                    (290)       (178,447)           (10)           --          (178,747)
Other income (expense), net                                 (179,789)            907           --           179,789             907
Interest income (expense), net                               (13,439)          4,704         (6,777)           --           (15,512)
                                                           ---------       ---------      ---------       ---------       ---------
     Income (loss) before income taxes                      (193,518)       (172,836)        (6,787)        179,789        (193,352)
Income tax expense                                                34             154             12            --               200
                                                           ---------       ---------      ---------       ---------       ---------
     Net income (loss)                                     $(193,552)      $(172,990)     $  (6,799)      $ 179,789       $(193,552)
                                                           =========       =========      =========       =========       =========
</TABLE>

   Combining Statement of Operations for the year ended December 31, 2000
                                 (in thousands)
<TABLE>
<CAPTION>
                                                            Parent
                                                           Company        Subsidiary     Non-guarantor                    Combined
                                                            Only          Guarantors     Subsidiaries     Eliminations     Totals
                                                           ---------      ---------       ---------       ---------       ---------
<S>                                                        <C>             <C>            <C>             <C>             <C>
Net sales                                                  $    --        $1,125,142      $    --         $    --        $1,125,142
Cost of goods sold                                              --         1,042,937           --              --         1,042,937
                                                           ---------       ---------      ---------       ---------       ---------
     Gross profit                                               --            82,205           --              --            82,205
Selling, general and administrative expenses                     249          55,545              6            --            55,800
Amortization of goodwill                                        --             4,476           --              --             4,476
                                                           ---------       ---------      ---------       ---------       ---------
     Operating income (loss)                                    (249)         22,184             (6)           --            21,929
Other income (expense), net                                   17,196           1,975           --           (17,196)          1,975
Interest income (expense), net                               (13,312)          6,000        (12,755)           --           (20,067)
                                                           ---------       ---------      ---------       ---------       ---------
     Income (loss) before income taxes                         3,635          30,159        (12,761)        (17,196)          3,837
Income tax expense                                               144             202           --              --               346
                                                           ---------       ---------      ---------       ---------       ---------
     Net income (loss)                                     $   3,491       $  29,957      $ (12,761)      $ (17,196)      $   3,491
                                                           =========       =========      =========       =========       =========
</TABLE>

   Combining Statement of Operations for the year ended December 31, 1999
                                 (in thousands)
<TABLE>
<CAPTION>
                                                            Parent
                                                           Company        Subsidiary     Non-guarantor                    Combined
                                                            Only          Guarantors     Subsidiaries     Eliminations     Totals
                                                           ---------      ---------       ---------       ---------       ---------
<S>                                                        <C>             <C>            <C>             <C>             <C>
Net sales                                                  $    --        $1,074,939      $    --         $    --        $1,074,939
Cost of goods sold                                              --           988,074           --              --           988,074
                                                           ---------       ---------      ---------       ---------       ---------
     Gross profit                                               --            86,865           --              --            86,865
Selling, general and administrative expenses                     514          53,427              8            --            53,949
Amortization of goodwill                                        --             4,476           --              --             4,476
                                                           ---------       ---------      ---------       ---------       ---------
     Operating income (loss)                                    (514)         28,962             (8)           --            28,440
Other income (expense), net                                   24,903           2,861           --           (24,903)          2,861
Interest income (expense), net                               (13,555)          4,280        (10,058)           --           (19,333)
                                                           ---------       ---------      ---------       ---------       ---------
     Income (loss) before income taxes                        10,834          36,103        (10,066)        (24,903)         11,968
Income tax expense (benefit)                                    (177)          1,134           --              --               957
                                                           ---------       ---------      ---------       ---------       ---------
     Net income (loss)                                     $  11,011       $  34,969      $ (10,066)      $ (24,903)      $  11,011
                                                           =========       =========      =========       =========       =========
</TABLE>

 Combining Statement of Cash Flows for the year ended December 31, 2001
                                 (in thousands)
<TABLE>
<CAPTION>
                                                                           Parent
                                                                          Company    Subsidiary  Non-guarantor             Combined
                                                                           Only      Guarantors Subsidiaries Eliminations   Totals
                                                                          ---------  ----------   ----------  ---------   ----------
Cash flows from operating activities:
<S>                                                                        <C>         <C>         <C>         <C>         <C>
   Net income (loss)                                                      $(193,552)  $(172,990)   $ (6,799)   $179,789   $(193,552)
   Adjustments to reconcile net income (loss) to
    net cash (used in) provided by operations:
        Depreciation and amortization                                             7      35,322        --          --        35,329
        Asset impairment charges                                               --       167,267        --          --       167,267
        Loss on disposal of property, plant and equipment                      --           364        --          --           364
        Issuance of common stock in connection with stock awards                106        --          --          --           106
        Equity in undistributed net income of subsidiaries                     --       179,789        --      (179,789)       --
        Changes in assets and liabilities:
             (Increase) decrease in accounts receivable, net                   --       (28,898)       --        28,928          30
             Decrease in inventories                                           --        18,647        --          --        18,647
             (Increase) in net residual interest in securitized receivables    --          --        (9,943)       --        (9,943)
             Decrease in prepayments and other current assets                   362       7,771        --          --         8,133
             Decrease (increase) in other noncurrent assets                 180,224    (180,546)       --          --          (322)
             Increase (decrease) in accounts payable                         11,587      (2,829)     17,341     (28,928)     (2,829)
             Increase (decrease) in accrued liabilities                         710     (13,635)       (599)       --       (13,524)
             (Decrease) in other liabilities                                   --        (6,472)       --          --        (6,472)
                                                                           --------    --------    --------    --------    --------
                 Net cash (used in) provided by operating activities           (556)      3,790        --          --         3,234
                                                                           --------    --------    --------    --------    --------
Cash flows from investing activities:
   Purchases of property, plant and equipment                                  --        (9,002)       --          --        (9,002)
   Proceeds from sale of property, plant and equipment                         --            91        --          --            91
                                                                           --------    --------    --------    --------    --------
        Net cash (used in) investing activities                                --        (8,911)       --          --        (8,911)
                                                                           --------    --------    --------    --------    --------
Cash flows from financing activities:
   Proceeds from long-term debt                                                --        57,110        --          --        57,110
   Repayments of long-term debt                                                --       (57,110)       --          --       (57,110)
   Repayments of notes receivable from sale of common stock                   3,848        --          --          --         3,848
   Cash dividends paid                                                       (3,292)       --          --          --        (3,292)
                                                                           --------    --------    --------    --------    --------
        Net cash provided by financing activities                               556        --          --          --           556
                                                                           --------    --------    --------    --------    --------
Net (decrease) in cash and cash equivalents                                    --        (5,121)       --          --        (5,121)
Cash and cash equivalents at beginning of period                               --        11,514        --          --        11,514
                                                                           --------    --------    --------    --------    --------
Cash and cash equivalents at end of period                                 $   --      $  6,393    $   --      $   --      $  6,393
                                                                           ========    ========    ========    ========    ========
</TABLE>

 Combining Statement of Cash Flows for the year ended December 31, 2000
                                 (in thousands)
<TABLE>
<CAPTION>
                                                                           Parent
                                                                          Company    Subsidiary  Non-guarantor             Combined
                                                                           Only      Guarantors Subsidiaries Eliminations   Totals
                                                                          ---------  ----------   ----------  ---------   ----------
Cash flows from operating activities:
<S>                                                                        <C>         <C>         <C>         <C>         <C>
   Net income (loss)                                                       $  3,491    $ 29,957    $(12,761)   $(17,196)   $  3,491
   Adjustments to reconcile net income (loss) to
    net cash provided by operations:
        Depreciation and amortization                                            (8)     39,359        --          --        39,351
        Loss on disposal of property, plant and equipment                      --         1,280        --          --         1,280
        Issuance of common stock in connection with stock awards                121        --          --          --           121
        Equity in undistributed net income of subsidiaries                     --       (17,196)       --        17,196        --
        Changes in assets and liabilities:
             Decrease (increase) in accounts receivable, net                172,266    (182,650)       --        10,391           7
             Decrease in inventories                                           --        69,728        --          --        69,728
             (Increase) in net residual interest in securitized receivables    --          --       (32,387)       --       (32,387)
             (Increase) decrease in prepayments and other current assets       (170)      2,648        --          --         2,478
             (Increase) decrease in other noncurrent assets                (315,858)    316,284        --          --           426
             Increase (decrease) in accounts payable                        137,384    (216,681)     45,273     (10,391)    (44,415)
             Increase (decrease) in accrued liabilities                       4,661      (2,640)       (125)       --         1,896
             (Decrease) in other liabilities                                   --        (8,992)       --          --        (8,992)
                                                                           --------    --------    --------    --------    --------
                 Net cash provided by operating activities                    1,887      31,097        --          --        32,984
                                                                           --------    --------    --------    --------    --------
Cash flows from investing activities:
   Purchases of property, plant and equipment                                  --       (18,445)       --          --       (18,445)
   Proceeds from sale of property, plant and equipment                         --            50        --          --            50
                                                                           --------    --------    --------    --------    --------
        Net cash (used in) investing activities                                --       (18,395)       --          --       (18,395)
                                                                           --------    --------    --------    --------    --------
Cash flows from financing activities:
   (Decrease) in outstanding checks in excess of deposits                      --        (1,188)       --          --        (1,188)
   Proceeds from long-term debt                                                --        57,100        --          --        57,100
   Repayments of long-term debt                                                --       (57,100)       --          --       (57,100)
   Repayments of notes receivable from sale of common stock                   1,426        --          --          --         1,426
   Cash dividends paid                                                       (3,313)       --          --          --        (3,313)
                                                                           --------    --------    --------    --------    --------
        Net cash (used in) financing activities                              (1,887)     (1,188)       --          --        (3,075)
                                                                           --------    --------    --------    --------    --------
Net increase in cash and cash equivalents                                      --        11,514        --          --        11,514
Cash and cash equivalents at beginning of period                               --          --          --          --          --
                                                                           --------    --------    --------    --------    --------
Cash and cash equivalents at end of period                                 $   --      $ 11,514    $   --      $   --      $ 11,514
                                                                           ========    ========    ========    ========    ========
</TABLE>

 Combining Statement of Cash Flows for the year ended December 31, 1999
                                 (in thousands)
<TABLE>
<CAPTION>
                                                                           Parent
                                                                          Company    Subsidiary  Non-guarantor             Combined
                                                                           Only      Guarantors Subsidiaries Eliminations   Totals
                                                                          ---------  ----------   ----------  ---------   ----------
Cash flows from operating activities:
<S>                                                                        <C>         <C>         <C>         <C>         <C>
   Net income (loss)                                                       $ 11,011    $ 34,969    $(10,066)   $(24,903)   $ 11,011
   Adjustments to reconcile net income (loss) to
     net cash provided by operations:
        Depreciation and amortization                                           652      35,861        --          --        36,513
        Loss on disposal of property, plant and equipment                      --           389        --          --           389
        Issuance of common stock in connection with stock awards                 44        --          --          --            44
        Equity in undistributed net income of subsidiaries                     --       (24,903)       --        24,903        --
        Changes in assets and liabilities:
             Decrease (increase) in accounts receivable, net                  7,189     (33,953)       --        26,874         110
             (Increase) in inventories                                         --       (32,445)       --          --       (32,445)
             (Increase) in prepayments and other current assets                (190)     (4,307)    (23,957)       --       (28,454)
             (Increase) decrease in other noncurrent assets                 (24,926)     27,804        --          --         2,878
             Increase (decrease) in accounts payable                           --        36,654      33,913     (26,874)     43,693
             Increase (decrease) in accrued liabilities                       9,476      (1,559)        110        --         8,027
             (Decrease) in other liabilities                                   --        (3,001)      --          --         (3,001)
                                                                           --------    --------    --------    --------    --------
                 Net cash provided by operating activities                    3,256      35,509        --          --        38,765
                                                                           --------    --------    --------    --------    --------
Cash flows from investing activities:
   Purchases of property, plant and equipment                                  --       (36,715)       --          --       (36,715)
   Proceeds from sale of property, plant and equipment                         --            12        --          --            12
                                                                           --------    --------    --------    --------    --------
        Net cash (used in) investing activities                                --       (36,703)       --          --       (36,703)
                                                                           --------    --------    --------    --------    --------
Cash flows from financing activities:
   Increase in outstanding checks in excess of deposits                        --         1,188        --          --         1,188
   Proceeds from long-term debt                                                --        46,770        --          --        46,770
   Repayments of long-term debt                                                --       (46,770)       --          --       (46,770)
   Cash dividends paid                                                       (3,256)       --          --          --        (3,256)
                                                                           --------    --------    --------    --------    --------
        Net cash (used in) provided by financing activities                  (3,256)      1,188        --          --        (2,068)
                                                                           --------    --------    --------    --------    --------
Net (decrease) in cash and cash equivalents                                    --            (6)       --          --            (6)
Cash and cash equivalents at beginning of period                               --             6        --          --             6
                                                                           --------    --------    --------    --------    --------
Cash and cash equivalents at end of period                                 $   --      $   --      $   --      $   --      $   --
                                                                           ========    ========    ========    ========    ========
</TABLE>
<PAGE>
                          Commonwealth Industries, Inc.
                         Report of Independent Auditors

Board of Directors and Stockholders
Commonwealth Industries, Inc.

     In our  opinion,  the  accompanying  consolidated  balance  sheets  and the
related  consolidated  statements of  operations,  comprehensive  income (loss),
changes in stockholders'  equity and cash flows present fairly,  in all material
respects, the consolidated financial position of Commonwealth  Industries,  Inc.
and subsidiaries at December 31, 2001 and 2000, and the consolidated  results of
their  operations and their cash flows for each of the three years in the period
ended  December 31, 2001, in conformity  with  accounting  principles  generally
accepted in the United States of America.  These  financial  statements  are the
responsibility of the Company's management;  our responsibility is to express an
opinion on these  financial  statements  based on our audits.  We conducted  our
audits of these  statements in  accordance  with  auditing  standards  generally
accepted in the United States of America, which require that we plan and perform
the audit to obtain reasonable  assurance about whether the financial statements
are free of material misstatement. An audit includes examining, on a test basis,
evidence  supporting the amounts and  disclosures  in the financial  statements,
assessing the  accounting  principles  used and  significant  estimates  made by
management,  and evaluating the overall  financial  statement  presentation.  We
believe that our audits provide a reasonable basis for our opinion.
     As  discussed  in  note 6 to the  consolidated  financial  statements,  the
Company adopted Financial  Accounting  Standards Board (FASB) Statement No. 133,
"Accounting for Derivative  Instruments and Hedging  Activities",  as amended by
FASB  Statement No. 138,  "Accounting  for Certain  Derivative  Instruments  and
Certain Hedging Activities - an amendment to FASB Statement No. 133",  effective
January 1, 2001.


/s/ PricewaterhouseCoopers LLP

Louisville, Kentucky
March 21, 2002

<PAGE>
                                                                     Exhibit 21
                                                                     ----------

        Direct and Indirect Subsidiaries of Commonwealth Industries, Inc.


             Name                              Jurisdiction of Incorporation
             ----                              -----------------------------
Commonwealth Financing Corp. (1)                                      Delaware

CA Lewisport, Inc. (1)                                                Delaware

Commonwealth Aluminum Sales Corporation (2)                           Delaware

Commonwealth Aluminum Lewisport, LLC (8)                              Delaware

Commonwealth Aluminum Metals, LLC (6)                                 Delaware

Commonal Corporation (7)                                              Barbados

CI Holdings, Inc. (1)                                                 Delaware

Alflex Corporation (3)                                                Delaware

Alflex E1 LLC (5)                                                     Delaware

Commonwealth Aluminum Concast, Inc. (3)                                 Ohio

Commonwealth Aluminum Tube Enterprises, LLC (4)                       Delaware

Commonwealth Aluminum Corporation (9)                                 Delaware
       -------------------------------------------------------------------
         (1)  Subsidiary of Commonwealth Industries, Inc.

         (2)  Subsidiary of CA Lewisport, Inc.

         (3)  Subsidiary of CI Holdings, Inc.

         (4)  Limited Liability Company 100% owned by Commonwealth Aluminum
              Concast, Inc.

         (5)  Limited Liability Company 100% owned by Alflex Corporation.

         (6)  Limited Liability Company 100% owned by Commonwealth Aluminum
              Lewisport, LLC.

         (7)  Subsidiary of Commonwealth Aluminum Metals, LLC which was
              dissolved during 2001.

         (8)  Limited Liability Company 73% owned by CA Lewisport, Inc.
              and 27% owned by Commonwealth Aluminum Corporation.

         (9)  Subsidiary of Commonwealth Aluminum Concast, Inc.

<PAGE>
                                                                    Exhibit 23
                                                                    ----------

                       Consent of Independent Accountants

         We hereby consent to the incorporation by reference in the Registration
Statements on Forms S-8 (File No's. 333-81055,  333-29363,  333-19383,  33-91364
and 33-90292) of Commonwealth  Industries,  Inc. and  subsidiaries of our report
dated March 21, 2002 relating to the consolidated  financial  statements,  which
appears in the Annual  Report to  Stockholders,  which is  incorporated  in this
Annual Report on Form 10-K. We also consent to the incorporation by reference of
our report dated March 21, 2002  relating to the financial  statement  schedule,
which appears in this Form 10-K.

/s/ PricewaterhouseCoopers LLP

Louisville, Kentucky
March 25, 2002