8-K

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(D) of The Securities Exchange Act Of 1934

Date of Report (Date of earliest event reported): May 18, 2006

ALERIS INTERNATIONAL, INC.

(Exact name of Registrant as specified in charter)

Delaware	1-7170	75-2008280
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

25825 Science Park Drive, Suite 400 Beachwood, Ohio	44122
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: (216) 910-3400

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 7.01.  Regulation FD Disclosure

On May 18, 2006, Steven J. Demetriou gave a presentation at the Company’s Annual Meeting of Stockholders for 2006. A copy of the presentation is attached hereto as Exhibit 99.1.

The information contained in this Current Report on Form 8-K and on Exhibit 99.1 contains certain forward-looking statements within the meaning of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Statements contained in this report and on such exhibit that are not historical in nature are considered to be forward-looking statements. They include statements regarding our expectations, hopes, beliefs, estimates, intentions or strategies regarding the future. These include statements that contain words such as “believe”, “expect”, “ anticipate”, “intend”, “estimate”, “should”, and similar expressions intended to connote future events and circumstances, and include statements regarding future earnings and earnings per share, future improvements in margins, processing volumes and pricing, improvements in internal controls, future effects of derivatives accounting, anticipated continuation of strengthened U.S. and worldwide industrial activity, expected cost savings, and anticipated synergies resulting from the acquisitions of Commonwealth Industries Inc., ALSCO Holdings, Inc., certain assets of Ormet Corporation, Alumitech, Inc., and Tomra Latasa Reciclagem.

Investors are cautioned that all forward-looking statements involve risks and uncertainties, and that actual results could differ materially from those described in the forward-looking statements. These risks and uncertainties would include, without limitation, our ability to effectively integrate the business and operations of Commonwealth and our other acquisitions; slowdowns in automotive production in the U.S. and Europe; the financial condition of our customers and future bankruptcies and defaults by our major customers; the availability at favorable cost of aluminum scrap and other metal supplies that we processes; our ability to enter into effective metals, natural gas and other commodity derivatives; future natural gas and other fuel costs; a weakening in industrial demand resulting from a decline in economic conditions, including any decline caused by terrorist activities or other unanticipated events; future utilized capacity of our various facilities; restrictions on and future levels and timing of capital expenditures; retention of major customers; the timing and amounts of collections; the future mix of product sales vs. tolling business; currency exchange fluctuations; future write-downs or impairment charges which may be required because of the occurrence of uncertainties listed above; and other risks listed in our filings with the Securities and Exchange Commission, including but not limited to our annual report on Form 10-K for the year ended December 31, 2005 and our quarterly report on Form 10-Q for the quarter ended March 31, 2006, particularly the sections entitled “Risk Factors “ and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” contained therein.

The forward-looking statements contained in this report and on such exhibit are made only as of the date hereof. We do not assume any obligation to update any of these forward-looking statements.

-2-

Item 9.01.  Financial Statements and Exhibits

(c) Exhibits.

Number	Description
99.1	Aleris Presentation dated May 18, 2006

-3-

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	ALERIS INTERNATIONAL, INC.
Dated: May 18, 2006	/s/Robert R. Holian
	Robert R. Holian Senior Vice President and Controller

-4-

INDEX TO EXHIBITS

Exhibit Number	Description	Page
99.1	Aleris Presentation dated May 18, 2006

-5-

EX-99.1

Annual Stockholders Meeting

May 18, 2006

Exhibit 99.1

2

Aleris

Safe Harbor

Aleris

Statements

contained

in

this

presentation

that

state

the

company’s

or

its

management’s

expectations

or

predictions

of

the

future

are

forward-looking

statements

intended

to

be

covered

by

the

safe

harbor

provisions

of

the

Securities

Act

of

1933

and

the

Securities

Exchange

Act

of

1934.

The

words

“believe,”

“expect,”

“should,”

“estimates,”

and

other

similar

expressions

identify

forward-looking

statements.

It

is

important

to

note

that

the

company’s

actual

results

could

differ

materially

from

those

projected

in

its

forward-looking

statements.

For

more

information

concerning

factors

that

could

cause

actual

results

to

differ

from

those

expressed

or

forecast,

see

its

annual

report

on

Form

10-K

and

its

quarterly

reports

on

Form

10-Q

filed

with

the

Securities

and

Exchange

Commission.

3

Aleris

Financial Goals

Double-digit EBITDA margins

ROCE levels in excess of WACC

Pursue accretive and strategic acquisitions

Generate strong cash flow

Deleverage

Consistent financial performance with cyclicality muted by ongoing

productivity improvements

4

Aleris

Safety Performance

Step-Change Improvement Continues

Step-Change Improvement Continues

6.4

5.6

1.9

0.0

1.0

2.0

3.0

4.0

5.0

6.0

7.0

2004

2005

1Q06

5

Aleris

2005 Key Accomplishments

Achieved record earnings

Exceeded merger synergy and productivity expectations

Completed four acquisitions at very attractive multiples

S&P corporate credit rating upgraded

Surpassed $1B in market cap

Initiated massive cultural change

Great Progress; More to Do

Great Progress; More to Do

6

Aleris

2005 Financial Summary

(1) (2)

($M –

except EPS)

Outstanding Year!

Outstanding Year!

Pro Forma

2005

Sales

$2,245

$2,429

EBITDA

$84.4

$170.4

EBITDA excluding special items

$131.2

$230.8

Net Income

($22.7)

$74.3

EPS

($0.80)

$2.38

Adjusted EPS

(3)

$0.97

$3.94

2004

(3)

8.75% effective tax rate

(1)

See text on Slide 26 for information regarding our calculations, which are pro forma for the Commonwealth/IMCO merger.

(2)

See text on Slide 27 for information concerning our calculations excluding special items.

7

Aleris

2005 Key Accomplishments

Achieved record earnings

Exceeded merger synergy and productivity expectations

Completed four acquisitions at very attractive multiples

S&P corporate credit rating upgraded

Surpassed $1B in market cap

Initiated massive cultural change

Great Progress; More to Do

Great Progress; More to Do

8

Aleris

Merger Synergies/Productivity

(1)

($M)

Exceeding Expectations

Exceeding Expectations

$25

$35

$39

$50

$0

$10

$20

$30

$40

$50

$60

Original Target

    Revised Target: 

May '05

4Q05

Current Target

(1)

Annualized figures.

9

Aleris

2005 Key Accomplishments

Achieved record earnings

Exceeded merger synergy and productivity expectations

Completed four acquisitions at very attractive multiples

S&P corporate credit rating upgraded

Surpassed $1B in market cap

Initiated massive cultural change

Great Progress; More to Do

Great Progress; More to Do

10

Aleris

Acquisition Summary

($M)

Tomra

ALSCO

Ormet

Alumitech

Total

Base EBITDA

(1)

$5

$23

$30

$5

$63

Synergy Targets

2

14

0

3

19

Total

$7

$37

$30

$8

$82

Purchase Price

$19

$145

$100

(2)

$29

$293

Purchase Multiple

2.7X

3.9X

3.3X

3.7X

3.6X

Estimated Annual Impact

3.6X Net purchase multiple

Acquisitions highly accretive to EPS

Base EBITDA is not a GAAP measure and is not reconcilable to any

GAAP measure.  It is management’s

current estimate of the annual impact of these acquisitions to our EBITDA.

(1)

(2) 

Includes preliminary working capital adjustment

Attractive Purchase Multiples

Attractive Purchase Multiples

11

Aleris

2005 Key Accomplishments

Achieved record earnings

Exceeded merger synergy and productivity expectations

Completed four acquisitions at very attractive multiples

S&P corporate credit rating upgraded

Surpassed $1B in market cap

Initiated massive cultural change

Great Progress; More to Do

Great Progress; More to Do

12

Aleris

Net Debt to EBITDA Summary

(1) (2)

3.0

2.3

0.0

0.5

1.0

1.5

2.0

2.5

3.0

3.5

2004

2005 (3)

(3)

Pro-forma for 2005 Acquisitions (Tomra, ALSCO, Ormet

and Alumitech)

(1)

See text on Slide 26 for information regarding our calculations, which are pro forma for the Commonwealth/IMCO merger.

(2)

See text on Slide 27 for information concerning our calculations excluding special items.

13

Aleris

2005 Key Accomplishments

Achieved record earnings

Exceeded merger synergy and productivity expectations

Completed four acquisitions at very attractive multiples

S&P corporate credit rating upgraded

Surpassed $1B in market cap

Initiated massive cultural change

Great Progress; More to Do

Great Progress; More to Do

14

Aleris

Historical Stock Price

(1)

ARS Stock Price

Symbol:

ARS

Exchange:

NYSE

52 Wk Range:

$17.76 - $52.50

Market Cap:

$1.5B

(1)

As of May 17, 2006

$-

$10

$20

$30

$40

$50

$60

15

Aleris

2005 Key Accomplishments

Achieved record earnings

Exceeded merger synergy and productivity expectations

Completed four acquisitions at very attractive multiples

S&P corporate credit rating upgraded

Surpassed $1B in market cap

Initiated massive cultural change

Great Progress; More to Do

Great Progress; More to Do

16

Aleris

Culture and Key Values

Sense of urgency/solve today’s problems today

Data driven; clearly defined measures

No bureaucracy

Relentless drive to be more productive in all we do

Unquestionable integrity

Global/International

Recognize great performance

Growth will not Change Aleris’s

Growth will not Change Aleris’s

Culture/Values

Culture/Values

17

Aleris

2006 Key Goals

Improve safety performance

Improve working capital efficiency

Achieve productivity and merger synergy targets

Successfully integrate 2005 acquisitions

Complete proposed Corus

transaction and begin integration

Evaluate additional strategic acquisitions

Numerous Opportunities to Excel

Numerous Opportunities to Excel

18

Aleris

Proposed Corus

Transaction Summary

Executed

non-binding

Letter

of

Intent

to

acquire

Corus’s

Aluminum

Rolled

Products

and

Extrusions

businesses

Revenues of approximately US $1.8 billion

Net cash purchase price of €700 million, excluding the assumption of

debt and certain other liabilities

Committed financing from Citigroup and Deutsche Bank

Intended closing in 3rd quarter 2006

19

Aleris

Corus

Strategic Rationale

Expands product breadth into high margin, value-added product lines

Significant research and development organization and intellectual property

Increases Aleris’s

end-use diversity

Unique production capabilities

Increases scope and scale of Aleris

Well regarded management team

Strong relationships with blue chip OEMs

Initial synergy opportunities estimated at $25 million

Expected to be accretive to EPS and cash flow in first full year

20

Aleris

Estimated Sales Mix

Aleris

Aleris With Corus

Aluminum and 2005

Acquisitions

Rolled

Products

Zinc

Aluminum

Recycling

North America

Rest of World

Europe

Rolled

Products

Zinc

Extrusions

Aluminum

Recycling

North America

Rest of World

Europe

Extend Global Reach, Expands Product Breadth

Extend Global Reach, Expands Product Breadth

21

Aleris

Sapulpa, OK

Bedford, IN

Wabash, IN

Chicago Hts, Il

Coldwater, MI

Saginaw, MI

Post Falls, ID

Goodyear, AZ

Rolled Products

Bedford, OH

Uhrichsville, OH

Ashville, OH

Richmond, VA

Lewisport, KY

Roxboro, NC

Terre Haute, IN

Beloit, WI

Raleigh, NC

Zinc

-

Coldwater, MI

-

Clarksville, TN

-

Millington, TN

-

Houston, TX (2)

-

Spokane, WA

Aleris

Following Proposed Corus

Acquisition

Magnesium

Delfzijl, The Netherlands

Töging, Germany

Corus

Sites

Toronto, Canada

Toronto, Canada

Cap-de-la-Madeleine,

Canada

Duffel, Belgium

Duffel, Belgium

Koblenz

Koblenz

Germany

Germany

Vogt, Germany

Vogt, Germany

Bitterfield, Germany,

Bonn, Germany

Bonn, Germany

Tianjin, China

Tianjin, China

, China

Aluminum Recycling

Cleveland, OH

Elyria, OH

Macedonia, OH

Rock Creek, OH

Uhrichsville, OH

Friendly, WV (2)

Morgantown, KY

Loudon, TN

Shelbyville, TN

Monterrey, Mexico

Pindamonhangaba, Brazil (2)

Swansea, UK

Delfzijl, The Netherlands

Grevenbroich, Germany

Töging, Germany

Deizisau, Germany

22

Aleris

1Q 2006 Financial Summary

(1) (2)

($M)

(3)

36.8% effective tax rate

Exceeded Unusually Strong 1Q 2005

Exceeded Unusually Strong 1Q 2005

2005

2006

Sales

$645.0

$847.5

EBITDA

$56.5

$74.7

EBITDA excluding special items

$68.5

$76.7

Net Income

$29.1

$28.2

EPS

$0.94

$0.89

Adjusted EPS

(3)

$1.29

$0.93

(1)

See text on Slide 26 for information regarding our calculations, which are pro forma for the Commonwealth/IMCO merger.

(2)

See text on Slide 27 for information concerning our calculations excluding special items.

23

Aleris

Adjusted Quarterly EPS

(1) (2)

Trend

$0.92

$0.65

$0.58

$0.58

$0.93

$0.00

$0.20

$0.40

$0.60

$0.80

$1.00

$1.20

$1.40

1Q05

2Q05

3Q05

4Q05

1Q06

2Q06

Est.

Range

(2)

36.8% effective tax rate

Gaining Momentum

Gaining Momentum

(1)

See text on Slide 27 for information concerning our calculations excluding special items.

$1.20 -

$1.25

24

Aleris

2006 Outlook

Sales

EBITDA

Continued favorable scrap spreads in Rolled Products

Moderate growth economic environment

Continue improvements in recycling operations

Initiated Six Sigma effort

Acquisitions add to bottom line

Complete Corus

acquisition

Expect Another Solid Year

Expect Another Solid Year

25

Aleris

Exciting Future

Strong Board of Directors

Acquisitions diversifying product offering/geographic presence

Exploring China opportunities

Strong cash flow providing new-found financial strength

Expanding recycling at several US sites

New Stuttgart, Germany recycling startup in 1Q06

Continued to grow via acquisitions

26

Aleris

The “Pro Forma”

results combine the operations of IMCO Recycling Inc. and Commonwealth

Industries, Inc. as of the beginning of each period presented, adjusted to exclude the results of

Commonwealth’s

discontinued

Alflex

division

and

inter-company

sales

and

to

include

the

change

to

the average cost method of accounting for inventory for the rolled products segment (formerly

Commonwealth), the incremental depreciation expense related to the write-up of the acquired fixed

assets

of

rolled

products

to

their

estimated

fair

value,

as

well

as

incremental

interest

expense

associated with the financing of the merger.

In this presentation, we refer to various non-GAAP financial measures including (i) EBITDA, (ii)

EBITDA excluding special items and (iii) adjusted earnings per share.  The methods used to

compute these measures are likely to differ from the methods used by other companies. These non-

GAAP

measures

have

limitations

as

analytical

tools

and

should

be

considered

in

addition

to,

not

in

isolation

or

as

a

substitute

for,

or

superior

to,

Aleris’s

measures

of

financial

performance

prepared

in accordance with GAAP. Investors are encouraged to review the tables reconciling the non-GAAP

financial measures to comparable GAAP amounts in our Press Releases announcing full-year 2005

results and our first quarter 2006 results dated March 16, and May 9 respectively.

Financial Information Reconciliation

27

Aleris

“EBITDA,”

as

used

in

this

presentation,

and

unless

otherwise

stated,

is

defined

as

net

income

before interest income and expense, taxes, depreciation and amortization and minority interests.

“EBITDA

excluding

special

items,”

as

used

in

this

presentation,

is

defined

as

EBITDA

excluding

restructuring

and

impairment

charges,

executive

severance

costs,

mark-to-market

FAS

133

metal

hedge unrealized gains and losses, and the non-cash cost of sales impact of the write-up of

inventory

and

other

items

through

purchase

accounting.

“Adjusted

earnings

per

share”

excludes

the

per-share impact of these items.

Management

uses

EBITDA

as

a

performance

metric

and

believes

this

measure

provides

additional

information

commonly

used

by

our

stockholders,

noteholders

and

lenders

with

respect

to

the

performance of our fundamental business activities, as well as our ability to meet our future debt

service, capital expenditures and working capital needs.  Management believes EBITDA excluding

special items and

adjusted earnings per share is useful to our stakeholders in understanding our

operating results and the ongoing performance of our underlying businesses without the impact of

these special items. Additionally, management uses EBITDA because the Company’s revolving

credit

agreement

and

indentures

for

its

outstanding

senior

notes

use

EBITDA

with

additional

adjustments to measure its compliance with covenants such as fixed charge coverage and debt

incurrence.

Financial Information Reconciliation cont.