Portions of the annual report to  stockholders  for the year ended  December 31,
2000 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,
2000.

                                      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 9
                                 Financial Data

  (B)       Part II, item 7    Management's Discussion and             pages 10
                                  Analysis of Financial Condition      thru 15
                                  and Results of Operations

            Part II, item 7A   Quantitative and Qualitative            pages 13
                                  Disclosures About Market Risk        thru 14

  (C)       Part II, item 8    Consolidated Balance Sheet              page 16

            Part II, item 8    Consolidated Statement of Income        page 17

            Part II, item 8    Consolidated Statement of               page 17
                                  Comprehensive Income

            Part II, item 8    Consolidated Statement of               page 18
                                  Changes in Stockholders'
                                  Equity

            Part II, item 8    Consolidated Statement of               page 19
                                   Cash Flows

            Part II, item 8    Notes to Consolidated                   pages 20
                                  Financial Statements                 thru 40

            Part II, item 8    Report of Independent Auditors          page 41

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,
                                   ------------------------------------------------------------------------------------------------
                                        2000                1999                  1998                1997                 1996
                                   --------------      --------------       ---------------      --------------       -------------
<S>                                  <C>                 <C>                     <C>               <C>                   <C>
Statement of Income Data:
Net sales (1)                         $ 1,125,142         $ 1,074,939             $ 992,004         $ 1,115,178           $ 755,690
Gross profit                               82,205              86,865                69,455              88,043              49,312
Operating income                           21,929              28,440                21,421              41,593              19,262
Income before extraordinary loss            3,491              11,011                   143               9,122              14,756
Net income (2)                              3,491              11,011                   143               7,941              13,401

Net income per share data: (2)
  Basic and diluted
    Income before extraordinary loss       $ 0.21              $ 0.68                $ 0.01              $ 0.78              $ 1.45
    Extraordinary loss                          -                   -                     -               (0.10)              (0.13)
                                   --------------      --------------       ---------------      --------------       -------------
    Net income                             $ 0.21              $ 0.68                $ 0.01              $ 0.68              $ 1.32
                                   ==============      ==============       ===============      ==============       =============

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

Operating Data:
Depreciation and amortization            $ 39,351            $ 36,513              $ 34,728            $ 34,710            $ 22,452
Capital expenditures                     $ 18,445            $ 36,715              $ 33,650            $ 21,736            $ 14,841
Commonwealth Aluminum business unit:
  Net sales (1)                         $ 990,961           $ 944,438             $ 865,043           $ 983,340           $ 719,498
  Shipments (pounds)                      966,597           1,022,680               884,169             990,207             712,480
Alflex business unit:
  Net sales (1)                         $ 134,181           $ 130,501             $ 126,961           $ 131,838            $ 36,192
  Shipments (feet)                        592,863             576,205               517,380             521,711             136,936

Balance Sheet Data:
Working capital                         $ 138,462           $ 123,067             $ 115,192           $ 112,924           $ 207,061
Total assets                              655,340             706,322               648,399             667,421             794,582
Total debt                                125,000             125,000               125,000             125,650             342,250
Total stockholders' equity                338,393             336,676               326,529             330,473             227,223

(1) Net sales for all years  prior to 2000 have been  restated  to  reflect  the
    current  classification of shipping costs incurred as a component of cost of
    goods  sold  instead  of  a  reduction  of  sales  in  accordance  with  the
    requirements of Emerging Issues Task Force Issue No. 00-10.

(2) 2000 and 1999 net  income and net income  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.

</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,  2000,  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, 2000 and the notes  thereto.  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 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.
         The Company  announced during October 2000 that it had signed 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 from Glencore over the 10-year term
beginning in January 2001.
         During  2000,  net  sales  of the  Company's  aluminum  sheet  products
increased by 5% from the year 1999 while shipment volume decreased 5% from 1999.
Demand for the Company's  aluminum sheet products  decreased in the last half of
2000 due to the Company's  customers  reducing  inventories built earlier in the
year,  the  dampening  effect of higher  interest  rates and a general  economic
weakening of the truck  trailer,  distribution  and  building  and  construction
markets. Despite the weak demand, material margins increased in 2000 compared to
1999.  Part of the increase in the material  margins is due to  improvements  in
product mix, the Company's  ability to utilize  lower-cost raw materials as well
as the  effects  of  LIFO  inventory  adjustments  triggered  by  the  Company's
declining inventory levels.
         Shipments  for the  Company's  electrical  products  in 2000 were up 3%
versus 1999 however demand slowed in the last quarter of 2000 as price increases
on  armored  cable  affected  unit  volume  along  with  continuing  competitive
conditions and slower economic growth in this business.  Material margins on the
Company's  electrical  products,  while  improved  somewhat  due  to  the  price
increases  mentioned  above,  continued to be under pressure during 2000 and are
below the levels  achieved in 1999 due to expansions  of existing  production by
competitors  and the entry of new  participants  into the  market as well as the
effects of higher material costs for aluminum and copper wire.
         Effective January 1, 1999, the Company changed its inventory accounting
method for certain inventories from the first-in, first-out (FIFO) method to the
last-in,  first-out  (LIFO)  method and  modified the LIFO  calculation  for the
inventories  historically  recorded under the LIFO method.  The Company believes
the adoption of the LIFO method for all aluminum sheet inventories is preferable
as LIFO is the  inventory  method most  prevalent  in the  industry,  provides a
consistent  inventory  accounting  method for aluminum  sheet  inventories,  and
results in more  appropriate  matching of cost of goods sold with related  sales
revenues.
         The effect of this change in  accounting  principle was to decrease net
income  reported for the twelve months ended December 31, 1999 by $12.1 million,
or $0.74 per share compared to 1998 when FIFO was used. In addition, during 2000
LIFO inventory  quantities were reduced,  resulting in a partial  liquidation of
the  LIFO  bases,  the  effect  of  which  increased  net  income  for  2000  by
approximately  $4.5 million,  or $0.27 per share. See note 3 to the consolidated
financial statements for additional information.

Results of Operations for 2000, 1999 and 1998
         Net Sales. 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 due to the reasons mentioned  previously.  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 592.9 million feet for 2000 compared to 576.2
million feet for 1999.
         In 1999 net  sales  increased  8% to $1.07  billion  (including  $130.5
million from Alflex) from $992.0 million  (including $127.0 million from Alflex)
in 1998. The increase is due to higher  shipments which was partially  offset by
lower  aluminum  and copper  prices.  Unit  sales  volume of  aluminum  products
increased 16% to 1.02 billion  pounds in 1999 from 884.2 million pounds in 1998.
Alflex  unit sales  volume was 576.2  million  feet for 1999  compared  to 517.4
million feet for 1998.
         Gross Profit.  Gross profit decreased 5% (to 7.3% of net sales) in 2000
after a 25% increase (to 8.1% of net sales) in 1999 from 1998 gross profit (7.0%
of net  sales).  The 2000  decrease  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.  The 1999 increase was  attributable  to increased  sales volume which
more than  offset  the effect of lower unit  sales  prices  and  slightly  lower
material margins.
         Selling,  General and  Administrative  Expenses.  Selling,  general and
administrative  expenses increased 3% in 2000. 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 the  decrease in salary and benefits  expense due to the 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.  Selling,  general  and
administrative  expenses increased 23.9% in 1999 from 1998. Contributing factors
were increases at Alflex associated with the infrastructure  required to support
the  growth of this  business  segment,  increased  costs  related  to Year 2000
compliance,  a new variable compensation plan, a new executive compensation plan
related  to  the  Company's  executive  stock  purchase  incentive  program  and
additional office expenses due to renovation and expansion of office facilities.
         Amortization of Goodwill.  Amortization of goodwill was $4.5 million
in 2000, 1999 and 1998.
         Operating  Income.  Operating  income decreased by 23% in 2000 to $21.9
million,  compared  with a 1999 increase of 33% to $28.4  million,  in each case
reflecting the 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 2000 increased 4% to $20.1
million  from $19.3  million in 1999.  The  increase in the  Company's  interest
expense  is  primarily  due to the higher  interest  rates  under the  Company's
accounts receivable securitization facility.  Interest expense in 1999 decreased
13% to $19.3  million  from $22.2  million  in 1998.  The 1999  decrease  in the
Company's  interest  expense  is  primarily  due to  the  reduction  in  amounts
outstanding under the Company's accounts receivable securitization facility.
         Income Tax Expense  (Benefit).  Income tax expense  (benefit)  in 2000,
1999 and 1998  reflect  the use of the  Company's  net  operating  loss  ("NOL")
carryforwards  to offset  taxable  income for federal  income tax  purposes.  At
December 31, 2000,  the Company had  remaining  available NOL  carryforwards  of
approximately  $61  million.  These NOL  carryforwards  will  expire in  various
amounts from 2000 through 2008.  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.
         The Company  recognized  an income tax expense of $0.3  million in 2000
compared  to an income  tax  expense  of $1.0  million in 1999 and an income tax
benefit of $0.6 in 1998. The 1999 change is due to the increase in the Company's
taxable  income and a $1.5 million  favorable  adjustment  recorded in the first
quarter of 1998 to the prior year's tax expense.  The  adjustment  resulted from
the filing of amended federal income tax returns for prior years.
         Net Income.  Net income for 2000  decreased  to $3.5 million from $11.0
million  in 1999,  after 1999 net income  had  increased  from the $0.1  million
reported in 1998, 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.  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 2001.
         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 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  September 2000, the Company and the financial
institution  extended the  accounts  receivable  securitization  facility for an
additional three-year period ending in September 2003. At December 31, 2000, the
Company had outstanding  $69.0 million under the agreement and had $72.4 million
of net  residual  interest  in the  securitized  receivables.  The net  residual
interest in the  securitized  receivables is included in other current assets in
the Company's consolidated financial statements.
         The Company's  cash flows from  operations in 2000,  1999 and 1998 were
$33.0 million,  $38.8 million and $46.6 million,  respectively.  Working capital
increased to $138.5 million at December 31, 2000 from $123.1 million at December
31, 1999 and $115.2 million at December 31, 1998.
         The Company's  revolving credit facility permits borrowings and letters
of credit up to $100.0 million outstanding at any time.  Availability is subject
to satisfaction  of certain  covenants and other  requirements.  At December 31,
2000 $99.2 million was available. The facility expires on September 2, 2002.
         Capital  expenditures  were  $18.4  million,  $36.7  million  and $33.7
million  in 2000,  1999 and  1998,  respectively,  and are  estimated  to be $15
million in 2001, all generally  related to upgrading and expanding the Company's
manufacturing and other facilities and meeting environmental requirements.
         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 $3.3 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 the policy of hedging its  anticipated  raw material
requirements  based on  firm-priced  sales  and  purchase  orders.  The  Company
purchases and sells futures  contracts and options on the London Metal  Exchange
("LME")  based on its  anticipated  purchase  requirements,  net of fixed  price
purchase  commitments and expected inventory  decrements.  At December 31, 2000,
the Company  held  purchase  and sales  commitments  through  2001  totaling $44
million and $168 million, respectively.
         The  Company  generally  buys LME  futures  contracts  and  options  to
purchase  aluminum to hedge net anticipated  purchases and sells LME futures and
options to reduce the position when a firm purchase  commitment is entered into.
The change in market value of such LME contracts has a high  correlation  to the
price changes of the hedged  commodity  (aluminum scrap and ingot).  To obtain a
matching of revenues  and  expenses  realized  gains or losses  arising from LME
contracts are included in  inventories  as a cost of raw materials and reflected
in the  consolidated  statement of income when the product is sold.  The Company
had no  deferred  realized  losses  or gains as of  December  31,  2000 and $0.7
million of deferred  realized  losses as of December 31, 1999 on closed  futures
contracts and options.  Deferred  realized losses are recorded as an increase in
the carrying  value of inventory and deferred  realized  gains are recorded as a
reduction in the carrying value of inventory.
         The Company also uses futures contracts to manage risks associated with
its natural gas requirements.
         At December 31, 2000 and 1999,  the Company had open  aluminum  futures
contracts  and  options  and  natural  gas  futures  with a fair value of $105.5
million and $88.0 million, respectively. The Company had net unrealized gains of
$7.0 million and $7.9 million as of December 31, 2000 and 1999, respectively, on
these open futures contracts and options.
         Net  unrealized  gains and losses on open futures and option  contracts
are  recorded  in the  consolidated  balance  sheet as accrued  liabilities  and
prepayments and other current assets,  respectively.  The net unrealized gain of
$7.0 million at December 31, 2000 consists  only of  unrealized  gains while the
net unrealized  gain of $7.9 million at December 31, 1999 consists of unrealized
gains due from brokers of $10.9 million and unrealized  losses due to brokers of
$3.0 million.  Futures  contracts and options are valued at the closing price on
the last business day of the year.
         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, 2000 the Company
had approximately 57,650 metric tonnes of LME futures contracts.  A hypothetical
10 % change from the 2000  year-end  three-month  high grade  aluminum  price of
$1,563 per metric  tonne would  result in a change in fair value of $9.0 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
futures.  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, 2000 the Company had  approximately 2.4 million cubic feet of NYMEX
futures contracts. A hypothetical 10 % change from the 2000 year-end three-month
natural  gas price of $6.291  per cubic  foot  would  result in a change in fair
value of $1.5  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 gas to be purchased.
         Credit Risk.  As discussed  previously,  the Company  utilizes  futures
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.  Prior to
conducting  business with a potential  customer,  credit checks are performed on
the customer to determine  creditworthiness and assess credit risk. In addition,
an indirect  credit  exposure  review is  performed  on all  customers.  Trading
partners (brokers) are evaluated for  creditworthiness and risk assessment prior
to initiating trading activities with the brokers. 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.  At December 31, 2000, credit lines totaling
$64 million were available at various brokerages used by the Company.
         Interest Rate Risk. The Company  manages its ratio of fixed to floating
rate debt with the  objective  of  achieving a mix that  management  believes is
appropriate.  To manage this mix in a cost-effective  manner, the Company,  from
time to time,  enters into interest rate swap  agreements.  At December 31, 2000
the Company  had an interest  rate swap  contract  with a notional  amount of $5
million which expires in September  2001.  With respect to this  agreement,  the
Company pays a fixed rate of interest and receives a LIBOR-based  floating rate.
The  counterparty  to the interest rate contract is a major  commercial bank and
management  believes  that losses  related to credit  risk are remote.  The fair
value of this interest rate swap  agreement at December 31, 2000 was a liability
of $0.11 million.
         A  sensitivity  analysis has been  prepared to estimate  the  Company's
exposure to market risk related to its interest  rate  position.  Market risk is
estimated as the potential loss in fair value resulting from a hypothetical  100
basis  point  change  in  interest  rates  relating  to the  interest  rate swap
agreement.  A hypothetical 100 basis point change in interest rates would result
in a change in fair value of $0.05 million in the interest rate swap agreement.

Recently Issued Accounting Standards
         In June 1998, the Financial  Accounting Standards Board ("FASB") issued
Statement of Financial  Accounting Standards No. 133, "Accounting for Derivative
Instruments and Hedging Activities" ("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.  The Company has
evaluated  it's hedging  practices and has  determined  that the Company will be
eligible  for hedge  accounting  as defined  under  SFAS No.  133 and  currently
expects to adopt SFAS No. 133 in the Company's first quarter 2001 reporting,  as
required by the FASB's  Statement  of  Financial  Accounting  Standard  No. 137,
issued in June 1999.  Management has determined that the impact of SFAS No. 133,
including Statement of Financial  Accounting  Standards No. 138, "Accounting for
Certain Derivative  Instruments and Certain Hedging Activities - an amendment of
FASB  Statement No. 133" which was issued in June 2000, on the Company's  future
financial  reporting will be minimal due to the  effectiveness  of the Company's
hedging program.
         In December 1999, the Securities and Exchange Commission ("SEC") issued
Staff Accounting Bulletin No. 101, "Revenue Recognition in Financial Statements"
("SAB 101"). SAB 101 provides guidance on applying generally accepted accounting
principles to revenue  recognition issues in financial  statements.  The Company
adopted SAB 101 as required by December 31, 2000 and the adoption did not have a
material impact on the Company's results of operations or financial position. In
addition,  during 2000, the Company began classifying shipping costs incurred as
a component of cost of goods sold instead of a reduction of sales in  accordance
with the  requirements  of  Emerging  Issues  Task Force  Issue No.  00-10 which
resulted  from issues  addressed  in SAB 101.  All prior year  periods have been
restated to conform to this classification.
         In September  2000, the FASB issued  Statement of Financial  Accounting
Standards No. 140,  "Accounting for Transfers and Servicing of Financial  Assets
and Extinguishment of Liabilities"  ("SFAS No. 140"). The Statement is effective
for  transfers  and  servicing  of  financial  assets  and   extinguishment   of
liabilities  occurring  after  March  31,  2001.  SFAS  No.  140  also  includes
provisions that require additional  disclosures in the financial  statements for
fiscal years ending after December 15, 2000.  Additional  disclosures  have been
included in note 2 to the consolidated  financial statements.  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,
                                                                        --------------------------------------
                                                                            2000                     1999
                                                                        -------------            -------------
<S>                                                                       <C>                      <C>
Assets
Current assets:
          Cash and cash equivalents                                        $  11,514                $       -
          Accounts receivable, net                                               111                      118
          Inventories                                                        137,685                  207,413
          Prepayments and other current assets                                83,730                   53,821
                                                                        -------------            -------------
               Total current assets                                          233,040                  261,352
Property, plant and equipment, net                                           258,963                  275,531
Goodwill, net                                                                160,134                  164,610
Other noncurrent assets                                                        3,203                    4,829
                                                                        -------------            -------------
               Total assets                                                $ 655,340                $ 706,322
                                                                        =============            =============

Liabilities
Current liabilities:
          Outstanding checks in excess of deposits                         $       -                $   1,188
          Accounts payable                                                    53,522                   97,937
          Accrued liabilities                                                 41,056                   39,160
                                                                        -------------            -------------
               Total current liabilities                                      94,578                  138,285
Long-term debt                                                               125,000                  125,000
Other long-term liabilities                                                    6,369                    8,412
Accrued pension benefits                                                       9,085                   12,482
Accrued postretirement benefits                                               81,915                   85,467
                                                                        -------------            -------------
               Total liabilities                                             316,947                  369,646
                                                                        -------------            -------------

Commitments and contingencies                                                      -                        -

Stockholders' Equity
     Common stock, $0.01 par value, 50,000,000 shares authorized,
          16,528,051 and 16,606,000 shares outstanding at
          December 31, 2000 and 1999, respectively                               165                      166
     Additional paid-in capital                                              408,505                  409,062
     Accumulated deficit                                                     (61,688)                 (61,866)
     Unearned compensation                                                        (7)                    (175)
     Notes receivable from sale of common stock                               (8,582)                 (10,511)
     Accumulated other comprehensive income:
         Minimum pension liability adjustment                                      -                        -
                                                                        -------------            -------------
               Total stockholders' equity                                    338,393                  336,676
                                                                        -------------            -------------
               Total liabilities and stockholders' equity                  $ 655,340                $ 706,322
                                                                        =============            =============
</TABLE>
                 See notes to consolidated financial statements.
<PAGE>
                          COMMONWEALTH INDUSTRIES, INC.
                        Consolidated Statement of Income
                      (in thousands except per share data)
<TABLE>
<CAPTION>
                                                                                  Year ended December 31,
                                                                   -------------------------------------------------------
                                                                       2000                 1999                 1998
                                                                   --------------      ---------------       -------------
<S>                                                                   <C>                  <C>                  <C>
Net sales                                                             $1,125,142           $1,074,939           $ 992,004
Cost of goods sold                                                     1,042,937              988,074             922,549
                                                                   --------------      ---------------       -------------
     Gross profit                                                         82,205               86,865              69,455
Selling, general and administrative expenses                              55,800               53,949              43,558
Amortization of goodwill                                                   4,476                4,476               4,476
                                                                   --------------      ---------------       -------------
     Operating income                                                     21,929               28,440              21,421
Other income (expense), net                                                1,975                2,861                 365
Interest expense, net                                                    (20,067)             (19,333)            (22,221)
                                                                   --------------      ---------------       -------------
     Income (loss) before income taxes                                     3,837               11,968                (435)
Income tax expense (benefit)                                                 346                  957                (578)
                                                                   --------------      ---------------       -------------
     Net income                                                       $    3,491           $   11,011           $     143
                                                                   ==============      ===============       =============

     Basic and diluted net income per share                           $     0.21           $     0.68           $    0.01
                                                                   ==============      ===============       =============

Weighted average shares outstanding
     Basic                                                                16,567               16,224              15,944
     Diluted                                                              16,573               16,281              15,947

</TABLE>
                 See notes to consolidated financial statements.
<PAGE>

                          COMMONWEALTH INDUSTRIES, INC.
                 Consolidated Statement of Comprehensive Income
                                 (in thousands)
<TABLE>
<CAPTION>
                                                                            Year ended December 31,
                                                             ------------------------------------------------------
                                                                 2000                1999                 1998
                                                             --------------      --------------       -------------
<S>                                                                <C>                <C>                 <C>
Net income                                                         $ 3,491            $ 11,011            $    143
Other comprehensive income, net of tax:
     Minimum pension liability adjustment                                -               2,131              (1,435)
                                                             --------------      --------------       -------------
Comprehensive income (loss)                                        $ 3,491            $ 13,142            $ (1,292)
                                                             ==============      ==============       =============
</TABLE>
                 See notes to consolidated financial statements.
<PAGE>
                          COMMONWEALTH INDUSTRIES, INC.
            Consolidated Statement of Changes in Stockholders' Equity
                 (in thousands except share and per share data)
<TABLE>
<CAPTION>
                                                                                                          Accumulated
                                                                                                             Other
                                                                                                         Comprehensive
                                                                                                 Notes      Income:
                                        Common Stock                                           Receivable   Minimum
                                     -------------------  Additional                            from Sale   Pension      Total
                                     Number of              Paid-in  Accumulated   Unearned     of Common  Liability  Stockholders'
                                      Shares      Amount    Capital    Deficit   Compensation     Stock    Adjustment   Equity
                                     ----------  -------  ---------- ----------  ------------  ----------  ----------- -----------
<S>                                 <C>         <C>      <C>        <C>            <C>        <C>          <C>         <C>
Balance December 31, 1997            15,941,500  $ 159    $ 398,757  $ (66,575)     $(1,172)   $      -     $ (696)     $ 330,473
Net income                                    -      -            -        143            -           -          -            143
Cash dividends, $0.20 per share               -      -            -     (3,189)           -           -          -         (3,189)
Minimum pension liability adjustment          -      -            -          -            -           -     (1,435)        (1,435)
Forfeiture of restricted stock           (2,500)     -          (35)         -           35           -          -              -
Amortization of unearned compensation         -      -            -          -          465           -          -            465
Issuance of stock in connection
  with stock awards                       5,000      -           72          -            -           -          -             72
                                     ----------  -------  ---------  ---------   ----------    ---------   ----------   ---------
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)
Minimum pension liability adjustment          -      -            -          -            -           -          -              -
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
                                     ==========  =======  =========  =========   ==========   ==========   ==========   =========
</TABLE>
                 See notes to consolidated financial statements.
<PAGE>
                          COMMONWEALTH INDUSTRIES, INC.
                      Consolidated Statement of Cash Flows
                                 (in thousands)
<TABLE>
<CAPTION>
                                                                                               Year ended December 31,
                                                                                  -------------------------------------------------
                                                                                     2000                1999               1998
                                                                                  ------------       -------------       ----------
<S>                                                                                  <C>              <C>                <C>
Cash flows from operating activities:
   Net income                                                                       $ 3,491             $11,011            $   143
   Adjustments to reconcile net income to net cash provided by operations:
        Depreciation and amortization                                                39,351              36,513             34,728
        Loss on disposal of property, plant and equipment                             1,280                 389              1,453
        Issuance of common stock in connection with stock awards                        121                  44                 72
        Changes in assets and liabilities:
             Decrease in accounts receivable, net                                         7                 110                127
             Decrease (increase) in inventories                                      69,728             (32,445)            (3,335)
             (Increase) decrease in prepayments and other current assets            (29,909)            (28,454)            19,740
             Decrease in other noncurrent assets                                        426               2,878                398
             (Decrease) increase in accounts payable                                (44,415)             43,693            (13,637)
             Increase in accrued liabilities                                          1,896               8,027              3,965
             (Decrease) increase in other liabilities                                (8,992)             (3,001)             2,931
                                                                                 -----------       -------------       ------------
                 Net cash provided by operating activities                           32,984              38,765             46,585
                                                                                 -----------       -------------       ------------
Cash flows from investing activities:
   Purchases of property, plant and equipment                                       (18,445)            (36,715)           (33,650)
   Proceeds from sale of property, plant and equipment                                   50                  12                 32
                                                                                 -----------       -------------       ------------
        Net cash (used in) investing activities                                     (18,395)            (36,703)           (33,618)
                                                                                 -----------       -------------       ------------
Cash flows from financing activities:
   (Decrease) increase in outstanding checks in excess of deposits                   (1,188)              1,188             (9,122)
   Proceeds from long-term debt                                                      57,100              46,770             45,150
   Repayments of long-term debt                                                     (57,100)            (46,770)           (45,800)
   Repayments of notes receivable from sale of common stock                           1,426                   -                  -
   Cash dividends paid                                                               (3,313)             (3,256)            (3,189)
                                                                                 -----------       -------------       ------------
        Net cash (used in) financing activities                                      (3,075)             (2,068)           (12,961)
                                                                                 -----------       -------------       ------------
Net increase (decrease) in cash and cash equivalents                                 11,514                  (6)                 6
Cash and cash equivalents at beginning of period                                          -                   6                  -
                                                                                 -----------       -------------       ------------
Cash and cash equivalents at end of period                                          $11,514             $     -            $     6
                                                                                 ===========       =============       ============
Supplemental disclosures:
    Interest paid                                                                   $21,098             $19,672            $22,385
    Income taxes paid (refund received)                                                 198               2,412                (10)
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                            503                   -                  -
</TABLE>
                 See notes to consolidated financial statements.
<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.

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 2000, sales to one major customer amounted
to  approximately  14% of the  Company's  net sales.  No other  single  customer
accounted for more than 10% of the  Company's  net sales in 2000,  1999 or 1998.
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 3.

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 $19.1 million and $14.7 million at December 31, 2000 and 1999,
respectively.

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.

Financial Instruments
The Company  enters into futures  contracts  and options to manage  exposures to
price risk  related to aluminum  and natural gas  purchases.  Gains,  losses and
premiums on these instruments which effectively hedge exposures are deferred and
included in income as a component of the  underlying  transactions.  The Company
also uses  interest  rate swap  agreements  to manage  interest  rate risk.  The
difference  between  payments  made and received  under the  interest  rate swap
agreements is recorded as a component of interest expense.

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.

During  2000,  the  Company  began  classifying  shipping  costs  incurred  as a
component of cost of goods sold  instead of a reduction  of sales in  accordance
with the  requirements of Emerging Issues Task Force Issue No. 00-10.  All prior
year periods have been restated to conform to this classification.

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,  considers funds
available  in the  settlement  trust  discussed in Note 11, does not reflect any
offset for possible recoveries from insurance companies and is not discounted.

Recently  Issued  Accounting  Standards
In June 1998, the Financial Accounting Standards Board ("FASB") issued Statement
of  Financial   Accounting   Standards  No.  133,   "Accounting  for  Derivative
Instruments and Hedging Activities" ("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.  The Company has
evaluated  it's hedging  practices and has  determined  that the Company will be
eligible  for hedge  accounting  as defined  under  SFAS No.  133 and  currently
expects to adopt SFAS No. 133 in the Company's first quarter 2001 reporting,  as
required by the FASB's  Statement  of  Financial  Accounting  Standard  No. 137,
issued in June 1999.  Management has determined that the impact of SFAS No. 133,
including Statement of Financial  Accounting  Standards No. 138, "Accounting for
Certain Derivative  Instruments and Certain Hedging Activities - an amendment of
FASB  Statement No. 133" which was issued in June 2000, on the Company's  future
financial  reporting will be minimal due to the  effectiveness  of the Company's
hedging program.

In December 1999, the  Securities and Exchange  Commission  ("SEC") issued Staff
Accounting Bulletin No. 101, "Revenue Recognition in Financial Statements" ("SAB
101").  SAB 101  provides  guidance on applying  generally  accepted  accounting
principles to revenue  recognition issues in financial  statements.  The Company
adopted SAB 101 as required by December 31, 2000 and the adoption did not have a
material impact on the Company's results of operations or financial position. In
addition,  during 2000, the Company began classifying shipping costs incurred as
a component of cost of goods sold instead of a reduction of sales in  accordance
with the  requirements  of  Emerging  Issues  Task Force  Issue No.  00-10 which
resulted  from issues  addressed  in SAB 101.  All prior year  periods have been
restated to conform to this  classification.

In September 2000, the FASB issued Statement of Financial  Accounting  Standards
No. 140,  "Accounting  for  Transfers  and  Servicing  of  Financial  Assets and
Extinguishment of Liabilities"  ("SFAS No. 140"). The Statement is effective for
transfers and servicing of financial assets and  extinguishments  of liabilities
occurring  after March 31,  2001.  SFAS No. 140 also  includes  provisions  that
require  additional  disclosures  in the financial  statements  for fiscal years
ending after  December 15, 2000.  Additional  disclosures  have been included in
note 2 to the consolidated financial statements.  This Statement is not expected
to have a material  impact on the  Company's  results of operations or financial
position.

2.  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. At December 31, 2000 and 1999, the
Company had  outstanding  under the agreement  $69.0 million and $106.0 million,
respectively,  and had $72.4  million and $39.9  million,  respectively,  of net
residual  interest  in the  securitized  receivables  which is included in other
current  assets in the Company's  consolidated  financial  statements.  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 2000,  the  Company  received  gross
proceeds of $41.0 million from the sale of  receivables  and made gross payments
of $78.0 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 $2.9  million and $1.9 million at
December 31, 2000 and 1999, respectively, and is netted against the net residual
interest in the  securitized  receivables  which is  included  in other  current
assets in the Company's consolidated financial statements.

3.  Inventories
Effective  January 1, 1999, the Company changed its inventory  accounting method
for  certain  inventories  from the  first-in,  first-out  (FIFO)  method to the
last-in,  first-out  (LIFO)  method and  modified the LIFO  calculation  for the
inventories  historically  recorded under the LIFO method.  The Company believes
the adoption of the LIFO method for all aluminum sheet inventories is preferable
as LIFO is the  inventory  method most  prevalent  in the  industry,  provides a
consistent  inventory  accounting  method for aluminum  sheet  inventories,  and
results in more  appropriate  matching of cost of goods sold with related  sales
revenues.

The effect of this change in  accounting  principle  was to decrease  net income
reported for the twelve  months ended  December  31, 1999 by $12.1  million,  or
$0.74 per share compared to 1998 when FIFO was used. The Company has omitted the
disclosure of the  cumulative  effect of this change on retained  earnings as of
the date of the change and the pro forma effects of retroactive  application due
to such amounts not being  determinable.  Inventories  at December 31 consist of
the following (in thousands):

                                                    2000            1999
                                                    ----            ----
Raw materials                                    $50,154         $63,510
Work in process                                   49,473          80,210
Finished goods                                    33,899          62,278
Expendable parts and supplies                     15,850          15,895
                                                --------        --------
                                                 149,376         221,893
LIFO reserve                                     (11,691)        (14,480)
                                                --------        --------
                                                $137,685        $207,413
                                                ========        ========

Inventories of approximately $116.5 million and $183.3 million,  included in the
above  totals  (before  the  LIFO  reserve)  at  December  31,  2000  and  1999,
respectively, are accounted for under the LIFO method of accounting.

During 2000,  LIFO  inventory  quantities  were reduced,  resulting in a partial
liquidation  of the LIFO  bases,  the  effect of which  increased  net income by
approximately $4.5 million, or $0.27 per share.

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

                                                    2000         1999
                                                    ----         ----
Land and improvements                            $21,804      $21,216
Buildings and improvements                        77,091       77,958
Machinery and equipment                          463,291      455,036
Construction in progress                          18,110       21,359
                                                 -------      -------
                                                 580,296      575,569
Less accumulated depreciation                    321,333      300,038
                                                 -------      -------
Net property, plant and equipment               $258,963     $275,531
                                                 =======      =======

Depreciation expense was $33.7 million,  $30.6 million and $28.6 million for the
years ended 2000, 1999 and 1998, respectively.

5.  Financial Instruments
Market  and  credit  risk is  managed  by the  Company  through  an active  risk
management program. This program focuses on inventory,  purchase commitments and
committed  and  anticipated  sales  in  addition  to risks  associated  with the
Company's natural gas  requirements.  The Company utilizes futures contracts and
options to protect  against  exposures to 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.  Prior to  conducting  business  with a
potential  customer,  credit  checks are  performed on the customer to determine
creditworthiness  and assess  credit  risk.  In  addition,  an  indirect  credit
exposure review is performed on all customers.  Trading  partners  (brokers) are
evaluated for  creditworthiness  and risk assessment prior to initiating trading
activities with the brokers, 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.  At December 31, 2000, credit lines totaling $64 million
were available at various brokerages used by the Company.

Gains,  losses and premiums on futures  contracts and options which  effectively
hedge  exposures  are  included  in  income  as a  component  of the  underlying
transaction. The Company had no deferred realized losses or gains as of December
31, 2000 and $0.7  million of deferred  realized  losses as of December 31, 1999
which were recorded as an increase in the carrying value of inventory.

At December 31, 2000,  the Company held purchase and sales  commitments  through
2001 totaling $44 million and $168 million,  respectively.  At December 31, 2000
and 1999,  the  Company  had open  aluminum  futures  contracts  and options and
natural  gas  futures  with a fair value of $105.5  million  and $88.0  million,
respectively.  The Company  had net  unrealized  gains of $7.0  million and $7.9
million as of December  31, 2000 and 1999,  respectively,  on these open futures
contracts  and  options.  Net  unrealized  gains and losses on open  futures and
option  contracts  are  recorded in the  consolidated  balance  sheet as accrued
liabilities  and prepayments  and other current  assets,  respectively.  The net
unrealized gain of $7.0 million at December 31, 2000 consists only of unrealized
gains due from brokers while the net unrealized gain of $7.9 million at December
31, 1999  consists of  unrealized  gains due from  brokers of $10.9  million and
unrealized losses due to brokers of $3.0 million.  Futures contracts and options
are valued at the closing price on the last business day of the year.

6.  Long-term Debt
Long-term  debt of the Company at December 31  consisted  of the  following  (in
thousands):

                                                  2000           1999
                                                  ----           ----
Senior subordinated notes                     $125,000       $125,000
Revolving credit facility                            -              -
                                              --------       --------
                                               125,000        125,000
Less current maturities                              -              -
                                              --------       --------
                                              $125,000       $125,000
                                              ========       ========

In October 1996 the Company  issued $125 million of 10.75%  senior  subordinated
notes due 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 led by Bank One
Corporation.  The credit  agreement  includes a $100  million  revolving  credit
facility.  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  of the  revolving  credit  facility  is
available for standby and  commercial  letters of credit.  The revolving  credit
facility commitment terminates on September 2, 2002.

Borrowings  under the credit agreement bear interest at a variable base rate per
annum plus up to an  additional  1.75%  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 commitment fee ranging from
0.425% to 0.500%.  The Company  must pay a fee ranging from 1.325% to 1.750% per
annum on the  carrying  amount of each  outstanding  letter of  credit.  At both
December  31,  2000 and 1999,  letters  of credit  totaling  $0.8  million  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 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 both December 31, 2000 and 1999, 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 both  December 31, 2000 and 1999 was a liability of $0.1  million.  The fixed
interest rate is 6.87% and the interest rate swap agreement expires in September
2001. The counterparty to the interest rate swap agreement is a major commercial
bank and management believes that losses related to credit risk are remote.

Based on estimated  market values at December 31, 2000 and 1999,  the fair value
of the  senior  subordinated  notes  was  approximately  $109  million  and $124
million, respectively.

Future  aggregate  maturities  of  long-term  debt at  December  31, 2000 are as
follows (in thousands):

2000                                                       $       -
2001                                                               -
2002                                                               -
2003                                                               -
2004                                                               -
Thereafter                                                   125,000
                                                            --------
     Total                                                  $125,000
                                                            ========

7.  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
provides  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 of the Board of
Directors.  The notes bear interest at 5.96 % per annum. The principal amount of
each loan is payable in four equal  installments  on  December 31 in each of the
years 2003,  2004,  2005 and 2006, in each case together with accrued and unpaid
interest.  A total of 677,000  shares  were issued  during  August 1999 of which
597,000  shares  are  outstanding  as of  December  31,  2000.  The  outstanding
principal  balance  of the notes at  December  31,  2000 was  $8,582,000  and is
classified as a reduction of stockholders' equity.

8.  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):

                                                    2000          1999
                                                    ----          ----
Change in benefit obligation:
Benefit obligation at beginning of year          $82,990       $85,121
    Service cost                                   2,567         2,716
    Interest cost                                  6,307         5,964
    Actuarial (gain) loss                          1,292        (4,921)
    Reduction due to curtailment                    (695)            -
    Benefits paid                                 (8,288)       (5,890)
                                                  ------        ------
Benefit obligation at end of year                 84,173        82,990
                                                  ------        ------

Change in plan assets:
Fair value of plan assets at beginning of year    81,792        72,379
    Actual return on plan assets                   8,589        13,821
    Employer contribution                          3,946         1,482
    Benefits paid                                 (8,288)       (5,890)
                                                  ------        ------
Fair value of plan assets at end of year          86,039        81,792
                                                  ------        ------

Funded status                                      1,866        (1,198)
Unrecognized net actuarial (gain) loss            (7,434)       (7,098)
Unrecognized prior service cost                   (3,325)       (3,879)
Unrecognized net transition (asset)                 (192)         (307)
                                                  ------        ------
Net amount recognized as (accrued) pension
cost in the consolidated balance sheet           $(9,085)     $(12,482)
                                                  ======       =======

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

                                               2000         1999         1998
                                               ----         ----         ----
Weighted average assumptions:
    Discount rate                              7.75%        7.75%        7.00%
    Expected return on plan assets             8.75         8.00         9.25
    Rate of compensation increase              4.50         4.50         4.50

Components of net pension expense:
    Service cost                             $2,567       $2,716       $2,508
    Interest cost                             6,307        5,964        5,629
    Expected return on plan assets           (7,043)      (5,637)      (6,369)
    Net amortization and deferral              (254)        (207)        (258)
    Curtailment gain                         (1,111)           -            -
                                             ------       ------       ------
          Net pension expense                  $466       $2,836       $1,510
                                             ======       ======       ======

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 2000, 1999 and 1998, 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  $1.5
million for 2000 and 1999 and $1.4 million for 1998.

9.  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):

                                                        2000          1999
                                                        ----          ----
Change in benefit obligation:
Benefit obligation at beginning of year              $51,424       $56,454
    Service cost                                         763           867
    Interest cost                                      3,897         3,657
    Amendments                                             -        (6,464)
    Actuarial (gain) loss                               (830)         (731)
    Reduction due to curtailment                      (1,020)            -
    Benefits paid                                     (2,134)       (2,359)
                                                     -------       -------
Benefit obligation at end of year                     52,100        51,424
                                                     -------       -------
Change in plan assets:
Fair value of plan assets at beginning of year             -             -
    Actual return on plan assets                           -             -
    Employer contribution                              2,134         2,359
    Benefits paid                                     (2,134)       (2,359)
                                                     -------       -------
Fair value of plan assets at end of year                   -             -
                                                     -------       -------

Funded status                                        (52,100)      (51,424)
Unrecognized net actuarial gain                      (12,937)      (12,470)
Unrecognized prior service cost                      (16,878)      (21,573)
                                                     -------       -------
    Prepaid (accrued) postretirement benefit cost   $(81,915)     $(85,467)
                                                     =======       =======

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

                                                 2000         1999        1998
                                                 ----         ----        ----
Weighted average assumptions:
    Discount rate                                7.75%        7.75%       7.00%

Components of net postretirement benefit expense:
    Service cost                                 $763         $867      $1,827
    Interest cost                               3,897        3,657       4,439
    Amortization of prior service cost         (3,131)      (3,209)     (1,318)
    Recognized net actuarial gain                (388)        (193)       (413)
    Curtailment gain                           (2,558)           -           -
                                              -------       ------      ------
Net postretirement benefit expense (income)   $(1,417)      $1,122      $4,535
                                              =======       ======      ======

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, 2000 and the combined service and interest
cost components of postretirement  benefit expense for the year then ended would
be increased by approximately $4.6 million and $0.5 million,  respectively,  and
if the general inflation rate assumption is decreased by 1%, the  postretirement
benefit obligation as of December 31, 2000 and the combined service and interest
cost components of postretirement  benefit expense for the year then ended would
be decreased by approximately $4.0 million and $0.4 million, respectively.

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

                                              2000        1999        1998
                                              ----        ----        ----
Current:
                         Federal            $ (234)      $ 419    $ (1,093)
                         State and Local       580         538         515
                                             -----       -----       -----
                                               346         957        (578)
Deferred:
                         Federal                 -           -           -
                         State and Local         -           -           -
                                             -----       -----       -----
                                              $346        $957       $(578)
                                             =====       =====       =====

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

<TABLE>
<CAPTION>
                                                            2000                          1999
                                                            ----                          ----
                                                   Assets       Liabilities       Assets      Liabilities
                                                  ---------     -----------    -----------    -----------
<S>                                               <C>            <C>           <C>               <C>
Inventory                                          $    854       $     -       $      -           $1,373
Property, plant and equipment                             -        50,242              -           53,787
Accrued and other liabilities                        10,093             -          7,407                -
Accrued pension costs                                 4,302             -          6,672                -
Accrued postretirement costs                         32,765             -         34,187                -
Net operating loss carryforwards                     24,553             -         28,378                -
AMT credit carryforwards                              6,849             -          6,699                -
Research and development
   credit carryforwards                               1,629             -          1,115                -
Other                                                   497             -            693                -
                                                    -------       -------       --------          -------
           Totals                                  $ 81,542       $50,242       $ 85,151          $55,160
                                                    -------       -------       --------          -------
Net deferred tax asset                               31,300             -         29,991                -
Valuation allowance                                 (31,300)            -        (29,991)               -
                                                    -------       -------       --------          -------
           Net deferred taxes                      $      -       $     -       $      -          $     -
                                                    =======       =======       ========          =======
</TABLE>

The Company has  determined  that at December 31, 2000 and 1999,  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, 2000, the Company had net operating  loss ("NOL")  carryforwards
for federal tax purposes of approximately  $61 million,  which expire in various
amounts  from 2001 through 2008 and  approximately  $6.8 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 net operating loss  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.

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>
                                                                 2000        1999        1998
                                                                 ----        ----        ----
<S>                                                              <C>         <C>        <C>
Federal statutory income tax rate                                35.0%       35.0%      (35.0)%
Utilization of NOL and AMT credit carryforwards                 (53.0)      (43.9)     (225.8)
Nondeductible goodwill and other permanent differences
                                                                 43.0        14.0       413.5
Adjustment of prior year accrual                                (10.8)       (3.1)          -
State income taxes, net of federal income tax benefit             8.3         2.1        77.0
Alternative minimum tax                                             -         5.9           -
Foreign sales corporation benefits                               (8.2)       (3.4)      (21.8)
Utilization of research and development credit
carryforwards                                                    (5.3)          -           -
Activity relating to income taxes attributed to
previously accrued securities valuation reserves                    -         1.4      (340.7)
                                                                 ----        ----       -----
          Effective income tax rate                               9.0%        8.0%     (132.8)%
                                                                 ====        ====       =====
</TABLE>

11.  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.  A trust
fund exists 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 is reimbursed from the trust
fund for approved closure and postclosure expenditures incurred at the site. The
balance  remaining in the trust fund at December 31, 2000 was $0.2  million.  In
determining the adequacy of the Company's  aggregate  environmental  contingency
accrual,  the  assets of the trust  fund were  taken  into  account.  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
$9.4 million and $9.6 million at December  31, 2000 and 1999,  respectively.  Of
the total  reserve,  $3.6  million  and $2.0  million is  included  in  "accrued
liabilities" in the Company's  consolidated  balance sheets at December 31, 2000
and 1999, respectively,  and $5.8 million and $7.6 million is included in "other
long-term liabilities" at December 31, 2000 and 1999, 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
2000 and 1999  were  $0.9  million  and $1.5  million,  respectively.  All other
environmental  expenditures of the Company,  including remediation expenditures,
for 2000,  1999 and 1998 were  $2.1  million,  $2.3  million  and $1.0  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.

12.  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 1998, 1999 and
2000:

<TABLE>
<CAPTION>

                                                           Options                          Restricted Stock
                                       ---------------------------------------------------  -----------------
                                                          Range of        Weighted Average
                                          Shares       Exercise Prices     Exercise Price        Shares
                                         ----------    -----------------   ----------------    ------------
<S>                                        <C>         <C>                      <C>              <C>
Outstanding December 31, 1997               345,000     $14.00 to $20.00         $15.68           170,000
   Granted                                  231,500      $8.25 to $16.00         $14.40                 -
   Exercised                                      -                    -              -                 -
   Forfeited                                 (8,500)    $14.00 to $16.75         $14.99            (2,500)
                                            -------                                                -------
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
                                            =======                                               =======
   (Weighted average contractual
     life of 7.4 years)

Exercisable Options:
   December 31, 1998                         71,500     $14.00 to $15.50         $14.24
   December 31, 1999                        172,000     $14.00 to $16.88         $15.72
   December 31, 2000                        273,500      $8.81 to $20.00         $15.32
</TABLE>

The following table summarizes  information  about stock options  outstanding at
December 31, 2000:

<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>
    $7.44 to $14.00           574,000        8.2 years           $11.12          62,000            $12.86
    14.01 to $20.00           358,500        6.2 years           $15.43         211,500            $16.04
                              -------                                           -------
    $7.44 to $20.00           932,500        7.4 years           $12.78         273,500            $15.32
                              =======                                           =======
</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, vests five years
from the date of award.  The  weighted-average  fair value of options granted in
2000,  1999 and 1998 was $5.76,  $3.61 and $6.23 per share,  respectively.  Fair
value estimates were  determined  using the  Black-Scholes  option pricing model
with the following weighted average asumptions for 2000, 1999 and 1998:

                                         2000           1999          1998
                                         ----           ----          ----
Risk-free interest rate                  6.56%          4.70%         5.67%
Dividend yield                           1.58%          2.27%         1.40%
Volatility factor                          49%            50%           47%
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 income and
basic and diluted net income per share  would have been  reduced for 2000,  1999
and 1998 to the pro forma amounts which follow:

                                               2000        1999      1998
                                               ----        ----      ----
Net income (loss)
    As reported                               $3,491     $11,011      $143
    Pro forma                                 $2,993     $10,515     $(442)
Basic and diluted net income (loss) per share
    As reported                                $0.21       $0.68     $0.01
    Pro forma                                  $0.18       $0.65    $(0.03)

13.  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>
                                                                                2000        1999        1998
                                                                                ----        ----        ----
<S>                                                                           <C>        <C>           <C>
Income (numerator) amounts used for basic and diluted per share computations:
     Net income                                                                $3,491     $11,011       $ 143
                                                                               ======     =======       =====

Shares (denominator) used for basic per share computations:
     Weighted average shares of common stock outstanding                       16,567      16,224      15,944
                                                                               ======      ======      ======

Shares (denominator) used for diluted per share computations:
     Weighted average shares of common stock outstanding                       16,567      16,224      15,944
     Plus: dilutive effect of stock options                                         6          57           3
                                                                               ------      ------      ------
           Adjusted weighted average shares                                    16,573      16,281      15,947
                                                                               ======      ======      ======

Basic and diluted net income                                                    $0.21       $0.68       $0.01
                                                                                =====       =====       =====
</TABLE>

Options to purchase  932,500,  488,000 and 563,000  common  shares for the years
ended  December 31, 2000,  1999 and 1998,  respectively,  were excluded from the
calculations  above because the exercise prices on the options were greater than
the average market price for the periods.

14.  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
                              --------      -------------    -----------------
2001                            $3,604               $172               $3,432
2002                             3,172                103                3,069
2003                             2,839                 29                2,810
2004                             2,072                  -                2,072
2005                               906                  -                  906
2006-2015                        4,322                  -                4,322

Rental expense under cancelable and noncancelable leases for 2000, 1999 and 1998
was $3.8  million,  $4.0 million and $3.2 million,  respectively.  The amount of
rental expense for 2000 is net of sublease rental income of $0.03 million. There
was no sublease rental income in 1999 or 1998.

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

<TABLE>
<CAPTION>
                                                                            Quarter
                                                             ---------------------------------------------
                                                                1st         2nd        3rd          4th
                                                             --------    --------   ---------    ---------
2000
----
<S>                                                          <C>         <C>         <C>          <C>
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)

1999
----
Net sales                                                    $245,176    $279,193    $282,782     $267,788
Gross profit                                                   20,882      27,187      18,354       20,442
Net income                                                      2,166       6,571         882        1,392
Basic and diluted net income per share                           0.14        0.41        0.05         0.08

</TABLE>

16. Information  Concerning  Business Segments
The Company has adopted  Statement of  Financial  Accounting  Standards  No.131,
"Disclosures about Segments of an Enterprise and Related Information" ("SFAS No.
131").  Under SFAS No. 131,  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 2000,  1999 and 1998 (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.

<TABLE>
<CAPTION>
                                                                       Electrical
                                                          Aluminum      Products       Other        Total
                                                          ----------   -----------    ----------  -----------
2000
----
<S>                                                          <C>          <C>        <C>       <C>
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

1998
----
Net sales to external customers                              $865,043     $126,961    $      -      $992,004
Intersegment net sales                                         26,267            -     (26,267)            -
Operating income                                               16,853       12,885      (8,317)       21,421
Depreciation and amortization                                  31,151        3,113         464        34,728
Total assets                                                  546,891      101,356         152       648,399
Capital expenditures                                           27,985        5,665           -        33,650

</TABLE>

17.  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.

18.      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,  2000 and 1999 and a statement  of
income and statement of cash flows for the years ended  December 31, 2000,  1999
and 1998.
                  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:
          Outstanding checks in excess of deposits                     $    --      $    --     $    --      $    --      $    --
          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 Balance Sheet at December 31, 1999
                                 (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                                    $    --      $    --     $    --      $    --      $    --
          Accounts receivable, net                                       172,266       59,526        --       (231,674)         118
          Inventories                                                       --        207,413        --           --        207,413
          Prepayments and other current assets                               627       13,214      39,980         --         53,821
                                                                       ---------    ---------   ---------    ---------    ---------
               Total current assets                                      172,893      280,153      39,980     (231,674)     261,352
Property, plant and equipment, net                                          --        275,531        --           --        275,531
Goodwill, net                                                               --        164,610        --           --        164,610
Other noncurrent assets                                                  289,196        2,668        --       (287,035)       4,829
                                                                       ---------    ---------   ---------    ---------    ---------
               Total assets                                            $ 462,089    $ 722,962   $  39,980    $(518,709)   $ 706,322
                                                                       =========    =========   =========    =========    =========

Liabilities
Current liabilities:
          Outstanding checks in excess of deposits                     $    --      $   1,188   $    --      $    --      $   1,188
          Accounts payable                                                  --        270,203      59,408     (231,674)      97,937
          Accrued liabilities                                                413       38,928        (181)        --         39,160
                                                                       ---------    ---------   ---------    ---------    ---------
               Total current liabilities                                     413      310,319      59,227     (231,674)     138,285
Long-term debt                                                           125,000         --          --           --        125,000
Other long-term liabilities                                                 --          8,412        --           --          8,412
Accrued pension benefits                                                    --         12,482        --           --         12,482
Accrued postretirement benefits                                             --         85,467        --           --         85,467
                                                                       ---------    ---------   ---------    ---------    ---------
               Total liabilities                                         125,413      416,680      59,227     (231,674)     369,646
                                                                       ---------    ---------   ---------    ---------    ---------

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

Stockholders' Equity
     Common stock                                                            166            1        --             (1)         166
     Additional paid-in capital                                          409,062      273,774       5,000     (278,774)     409,062
     Accumulated deficit                                                 (61,866)      32,507     (24,247)      (8,260)     (61,866)
     Unearned compensation                                                  (175)        --          --           --           (175)
     Notes receivable from sale of common stock                          (10,511)        --          --           --        (10,511)
                                                                       ---------    ---------   ---------    ---------    ---------
               Total stockholders' equity                                336,676      306,282     (19,247)    (287,035)     336,676
                                                                       ---------    ---------   ---------    ---------    ---------
               Total liabilities and stockholders' equity              $ 462,089    $ 722,962   $  39,980    $(518,709)   $ 706,322
                                                                       =========    =========   =========    =========    =========
</TABLE>

   Combining Statement of Income 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 Income 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 Income for the year ended December 31, 1998
                                 (in thousands)
<TABLE>
<CAPTION>
                                                            Parent
                                                           Company        Subsidiary     Non-guarantor                    Combined
                                                            Only          Guarantors     Subsidiaries     Eliminations     Totals
                                                           ---------      ---------       ---------       ---------       ---------
<S>                                                        <C>             <C>            <C>             <C>             <C>
Net sales                                                  $    --        $  992,004      $    --         $    --        $  992,004
Cost of goods sold                                              --           922,549           --              --           922,549
                                                           ---------       ---------      ---------       ---------       ---------
     Gross profit                                               --            69,455           --              --            69,455
Selling, general and administrative expenses                   1,252          42,295             11            --            43,558
Amortization of goodwill                                        --             4,476           --              --             4,476
                                                           ---------       ---------      ---------       ---------       ---------
     Operating income (loss)                                  (1,252)         22,684            (11)           --            21,421
Other income (expense), net                                   13,988             356           --           (13,979)            365
Interest income (expense), net                               (13,700)          2,320        (10,841)           --           (22,221)
                                                           ---------       ---------      ---------       ---------       ---------
     Income (loss) before income taxes                          (964)         25,360        (10,852)        (13,979)           (435)
Income tax expense (benefit)                                  (1,107)            529           --              --              (578)
                                                           ---------       ---------      ---------       ---------       ---------
     Net income (loss)                                     $     143       $  24,831      $ (10,852)      $ (13,979)      $     143
                                                           =========       =========      =========       =========       =========
</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) decrease in prepayments and other current assets       (170)      2,648     (32,387)       --       (29,909)
             (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>

 Combining Statement of Cash Flows for the year ended December 31, 1998
                                 (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)                                                       $    143    $ 24,831    $(10,852)   $(13,979)   $    143
   Adjustments to reconcile net income (loss) to
     net cash provided by operations:
        Depreciation and amortization                                           900      33,828        --          --        34,728
        Loss on disposal of property, plant and equipment                      --         1,453        --          --         1,453
        Issuance of common stock in connection with stock awards                 72        --          --          --            72
        Equity in undistributed net income of subsidiaries                     --       (13,979)       --        13,979        --
        Changes in assets and liabilities:
             Decrease (increase) in accounts receivable, net                 13,439      12,189        --       (25,501)        127
             (Increase) in inventories                                         --        (3,335)       --          --        (3,335)
             (Increase) decrease in prepayments and other current assets         (2)     (4,006)     23,748        --        19,740
             (Increase) decrease in other noncurrent assets                  (2,199)      2,597        --          --           398
             (Decrease) increase in accounts payable                           --       (27,091)    (12,047)     25,501     (13,637)
             (Decrease) increase in accrued liabilities                      (9,164)     13,978        (849)       --         3,965
             Increase in other liabilities                                     --         2,931        --          --         2,931
                                                                           --------    --------    --------    --------    --------
                 Net cash provided by operating activities                    3,189      43,396        --          --        46,585
                                                                           --------    --------    --------    --------    --------
Cash flows from investing activities:
   Purchases of property, plant and equipment                                  --       (33,650)       --          --       (33,650)
   Proceeds from sale of property, plant and equipment                         --            32        --          --            32
                                                                           --------    --------    --------    --------    --------
        Net cash (used in) investing activities                                --       (33,618)       --          --       (33,618)
                                                                           --------    --------    --------    --------    --------
Cash flows from financing activities:
   (Decrease) in outstanding checks in excess of deposits                      --        (9,122)       --          --        (9,122)
   Proceeds from long-term debt                                                --        45,150        --          --        45,150
   Repayments of long-term debt                                                --       (45,800)       --          --       (45,800)
   Cash dividends paid                                                       (3,189)       --          --          --        (3,189)
                                                                           --------    --------    --------    --------    --------
        Net cash (used in) financing activities                              (3,189)     (9,772)       --          --       (12,961)
                                                                           --------    --------    --------    --------    --------
Net increase in cash and cash equivalents                                      --             6        --          --             6
Cash and cash equivalents at beginning of period                               --          --          --          --          --
                                                                           --------    --------    --------    --------    --------
Cash and cash equivalents at end of period                                 $   --      $      6    $   --      $   --      $      6
                                                                           ========    ========    ========    ========    ========
</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 income,  comprehensive  income,  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, 2000 and 1999,  and the  consolidated  results of
their  operations and their cash flows for each of the three years in the period
ended  December 31, 2000, 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 3 to the consolidated  financial  statements,  the
Company  changed its method of  accounting  for  inventories  from the first-in,
first-out  (FIFO)  method to the  last-in,  first-out  (LIFO)  method  effective
January 1, 1999.


/s/ PricewaterhouseCoopers LLP

Louisville, Kentucky
January 23, 2001