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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 11-K
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[x] ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the year ended December 31, 2002
or
[ ] TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from ________ to ________
Commission File No. 0-25642
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A. Full title of the plan and the address of the plan, if
different from that of the issuer named below:
COMMONWEALTH INDUSTRIES, INC. 401(K) PLAN
AND COMMONWEALTH ALUMINUM LEWISPORT, LLC HOURLY 401(K) PLAN
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B. Name of issuer of securities held pursuant to the plan and the address of
its principal executive office:
COMMONWEALTH INDUSTRIES, INC.
500 West Jefferson Street
PNC Plaza - 19th Floor
Louisville, Kentucky 40202-2823
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FORM 11-K
Commonwealth Industries, Inc. 401(k) Plan
and Commonwealth Aluminum Lewisport, LLC Hourly 401(k) Plan
December 31, 2002
The following financial statements and supplemental schedules of the Plans filed
as exhibits to this Form 11-K are incorporated herein by reference and submitted
in paper format on Form SE:
Financial Statements:
Statements of Net Assets Available for Benefits as of
December 31, 2002 and 2001
Statements of Changes in Net Assets Available for Benefits for the
years ended December 31, 2002 and 2001
Notes to Financial Statements
Supplemental Schedules:
Schedule H, Line 4i - Schedule of Assets (Held at End of Year),
December 31, 2002
Schedule H, Line 4j - Schedule of Reportable Transactions for the
year ended December 31, 2002
Page
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Signature Page 3
Exhibit Index 4
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Benefits Committee of Commonwealth Industries, Inc. has duly caused this annual
report to be signed on its behalf by the undersigned thereunto duly authorized.
Commonwealth Industries, Inc. 401(k) Plan
and Commonwealth Aluminum Lewisport, LLC
Hourly 401(k) Plan
By: /s/ Donald L. Marsh, Jr.
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Donald L. Marsh, Jr.
Executive Vice President and
Chief Financial Officer
Commonwealth Industries, Inc. and a
member of the Benefits Committee
Date: June 23, 2003
Exhibit Index
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Exhibit
Number Description
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13.1* Financial statements and supplemental schedules of the Commonwealth
Industries, Inc. 401(k) Plan as of December 31, 2002 and 2001, and for the years
ended December 31, 2002 and 2001, including report of independent auditors.
13.2* Financial statements and supplemental schedules of the Commonwealth
Aluminum Lewisport, LLC Hourly 401(k) Plan as of December 31, 2002 and 2001, and
for the years ended December 31, 2002 and 2001, including report of independent
auditors.
23 Consent of PricewaterhouseCoopers LLP
32 Section 1350 Certifications ("Section 906 Certifications").
* Exhibits 13.1 and 13.2 above are submitted in paper format on Form SE.
Exhibit 23
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Consent of Independent Auditors
We hereby consent to the incorporation by reference in the Registration
Statement on Form S-8 (File No. 33-90292) of Commonwealth Industries, Inc. of
our reports dated June 20, 2003 relating to the financial statements and
supplemental schedules of the Commonwealth Industries, Inc. 401(k) Plan and the
Commonwealth Aluminum Lewisport, LLC Hourly 401(k) Plan, which appear in this
Form 11-K.
/s/ PricewaterhouseCoopers LLP
Louisville, Kentucky
June 20, 2003
Exhibit 32
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Certification
Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
(Subsections (a) and (b) of Section 1350
Chapter 63 of Title 18, United States Code)
Pursuant to section 906 of the Sarbanes-Oxley Act of 2002 (subsections (a)
and (b) of section 1350, chapter 63 of title 18, United States Code), each of
the undersigned officers of Commonwealth Industries, Inc., a Delaware
corporation (the "Company"), does hereby certify, to such officer's knowledge,
that:
The Company's Annual Report on Form 11-K for the Commonwealth Industries,
Inc. 401(k) Plan and Commonwealth Aluminum Lewisport, LLC Hourly 401(k) Plan
(the "Plans") for the year ended December 31, 2002 (the "Report") fully complies
with the requirements of section 13(a) or 15(d) of the Securities Exchange Act
of 1934 and information contained in the Report fairly presents, in all material
respects, the financial condition and results of operations of the Plans.
Dated: June 23, 2003 /s/ Mark V. Kaminski
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Name: Mark V. Kaminski
Title: President and Chief Executive Officer
Dated: June 23, 2003 /s/ Donald L. Marsh, Jr.
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Name: Donald L. Marsh, Jr.
Title: Executive Vice President and
Chief Financial Officer
The foregoing certification is being furnished as an exhibit solely
pursuant to section 906 of the Sarbanes-Oxley Act of 2002 (subsections (a) and
(b) of section 1350, chapter 63 of title 18, United States Code) and is not
being filed as part of the Report or as a separate disclosure document.
A signed original of this written statement required by Section 906 has
been provided to the Company and will be retained by the Company and furnished
to the Securities and Exchange Commission or its staff upon request.