SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-K
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)Form 10-K
OF THE SECURITIES EXCHANGE ACT OF 1934 | | |
| | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the fiscal year ended December 31, 20062009
Commission file number 0-52105
KAISER ALUMINUM CORPORATION
(Exact name of registrant as specified in its charter)
| | | |
Delaware
(State of Incorporation) | | 94-3030279 |
(State of Incorporation)
| | (I.R.S. Employer
Identification No.) |
| | | |
27422 PORTOLA PARKWAY, SUITE 350, | | 92610-2831 |
FOOTHILL RANCH, CALIFORNIA
| |
(Zip Code) |
| (Address of principal executive offices) | | 92610-2831
(Zip Code) |
Registrant’s telephone number, including area code:
(949) 614-1740
Securities registered pursuant to Section 12(b) of the Act:
| | | |
Title of Class | | Name of Exchange on Which Registered |
| | |
Common Stock, par value $0.01 par valueper share | | Nasdaq Stock Market LLC |
Securities registered pursuant to Section 12(g) of the Act:
NONE
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yeso Noþ
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act. Yeso Noþ
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months, and (2) has been subject to such filing requirements for the past 90 days. Yesþ Noo
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yeso Noo
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 ofRegulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of thisForm 10-K or any amendment to thisForm 10-K.þ
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a non-accelerated filer.smaller reporting company. See definitionthe definitions of “large accelerated filer,” “accelerated filerfiler” and large accelerated filer”“smaller reporting company” inRule 12b-2 of the Exchange Act. (Check one):
Large accelerated filer o Accelerated filer o Non-accelerated filer | | | | | | |
| Large Accelerated Filerþ | | Accelerated Filero | | Non-accelerated Filero | | Smaller reporting companyo |
| | | | (Do not check if a smaller reporting company) | | |
Indicate by check mark whether the registrant is a shell company (as defined inRule 12b-2 of the Act). Yeso Noþ
As of June 30, 2006, there were 79,671,531 shares of the common stock of the registrant outstanding and theThe aggregate market value of the registrant’s common stock held by non-affiliates based upon the average bid and asked price of the Common Stockregistrant as reported byof the OTC Bulletin Board maintained by the National Association of Securities Dealers, Inc. for June 30, 2006 (which was the last business day of the registrant’s most recently completed second fiscal quarter),quarter (June 30, 2009) was less than $1 million. Pursuant to the registrant’s plan of reorganization, upon the registrant’s emergence from chapter 11 on July 6, 2006, all of the shares of common stock outstanding immediately prior thereto were cancelled without consideration and the registrant issued 20,000,000 shares of new common stock.approximately $.5 billion.
Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court. Yesþ Noo
As of February 28, 2007,15, 2010, there were 20,524,90420,276,571 shares of new Common Stockcommon stock of the registrant outstanding.
Documents Incorporated By Reference. Certain portions of the registrant’s definitive proxy statement related to the registrant’s 20072010 annual meeting of stockholders to be filed not later than 120 days after the close of the registrant’s fiscal year are incorporated by reference into Part III of this Report onForm 10-K.
TABLE OF CONTENTS
In this Report, all references to “Kaiser,” “we,” “us,” “the Company” and “our” refer to Kaiser Aluminum Corporation and its subsidiaries, unless the context otherwise requires or where otherwise indicated.
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PART I
PART IItem 1.
Forward-Looking Statements
This Annual Report onForm 10-K contains statements which constitute “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. These statements appear throughout this Report, including this Item 1. “Business — Business Operations,” Item 1A. “Risk Factors,” and Item 7. “Management’s Discussion and Analysis of Financial Conditions and Results of Operations.” These forward-looking statements can be identified by the use of forward-looking terminology such as “believes,” “expects,” “may,” “estimates,” “will,” “should,” “plans,” or “anticipates,” or the negative of the foregoing or other variations or comparable terminology, or by discussions of strategy.
Readers are cautioned that any such forward-looking statements are not guarantees of future performance and involve significant risks and uncertainties, and that actual results may vary from those in the forward-looking statements as a result of various factors. These factors include: the effectiveness of management’s strategies and decisions; general economic and business conditions, including cyclicality and other conditions in the aerospace and other end markets we serve; developments in technology; new or modified statutory or regulatory requirements; changing prices and market conditions; and other factors discussed in Item 1A. “Risk Factors” and elsewhere in this Report.
Readers are urged to consider these factors carefully in evaluating any forward-looking statements and are cautioned not to place undue reliance on these forward-looking statements. The forward-looking statements included herein are made only as of the date of this Report, and we undertake no obligation to update any information contained in this Report or to publicly release any revisions to any forward-looking statements that may be made to reflect events or circumstances that occur, or that we become aware of, after the date of this Report.
Availability of Information
We will make available our Annual Reports on FromForm 10-K, Quarterly Reports onForm 10-Q, Current Reports onForm 8-K, and amendments to those reports, filed or furnished pursuant to section 13(a) or 15(d) of the Securities Exchange Act of 1934, free of charge through our Internet website atwww.kaiseraluminum.com under the heading “Investor Relations” as soon as reasonably practicable after we electronically file such material with or furnish it to the Securities and Exchange Commission.
Commission (“SEC”). The public also may read and copy any of these materials at the SEC’s Public Reference Room, 100 F Street, NE, Washington, D.C. 20549. Information on the operation of the Public Reference Room may be obtained by calling the SEC at 1-800-732-0330. The SEC also maintains an Internet site that contains the Company’s filings; the address of that site is http://www.sec.gov.
Business Overview
We areFounded in 1946, Kaiser Aluminum Corporation’s primary line of business is the production of semi-fabricated specialty aluminum products. In addition, we own a 49% interest in Anglesey Aluminium Limited (“Anglesey”), which operated an independent fabricated aluminum products manufacturing company with 2006smelter in Holyhead, Wales until September 2009, when the contract for the power supply that enabled smelting operations expired, and thereafter has operated as a secondary aluminum remelt and casting operation. Rio Tinto Plc owns the remaining 51% ownership interest in Anglesey and is responsible for the day-to-day operations of Anglesey. Our net sales were approximately $1.0 billion in 2009.
Prior to September 30, 2009, our operations were organized and managed by product type and included two operating segments of approximately $1.4 billion.the aluminum industry. The aluminum industry segments were Fabricated Products and Primary Aluminum. The Fabricated Products segment sells value-added products such as aluminum sheet and plate, extruded and drawn products, and forgings which are used in a wide range of industrial applications, including automotive, aerospace and general engineering end-use applications. The Primary Aluminum segment produced, through its interest in Anglesey, and sold commodity grade products as well as value-added products such as ingot and billet for which we received a premium over fluctuating commodity market prices, and conducted hedging activities in respect of our exposure to primary aluminum price and British Pound Sterling exchange rate risk relating to Anglesey’s smelting operations.
Following the cessation of the smelting operations at Anglesey on September 30, 2009, our operations consist of one operating segment in the aluminum industry, Fabricated Products. In addition to the Fabricated Products segment, we also have three other business units which consist of Secondary Aluminum, Hedging, and Corporate and Other. The Secondary Aluminum business unit sells value added products such as ingot and billet, produced from Anglesey, for which we receive a
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portion of a premium over normal commodity market prices. Our Hedging business unit conducts hedging activities in respect of our exposure to primary aluminum price and British Pound Sterling exchange rate risk relating to Anglesey’s smelting operations through September 30, 2009. Our Corporate and Other business unit provides general and administrative support for our operations. For purposes of segment reporting under United States Generally Accepted Accounting Principles (“GAAP”), we treat the Fabricated Products segment as its own reportable segment. We were foundedcombine the three other business units, Secondary Aluminum, Hedging and the Corporate and Other into one category, which we refer to as All Other. All other is not considered a reportable segment (see “Business Operations” below).
Our Fabricated Products segment is comprised of 10 north American production facilities that we operated in 1946 and operate 10 production2009, with nine such facilities in the United States and one in Canada. WeThrough these facilities we manufacture rolled, extruded, drawn and forged aluminum products within three end use categories consisting of aerospace and high strength products (which we refer to as Aero/HS products), general engineering products (which we refer to as GE products) and custom automotive and industrial products (which we refer to as Custom products). See “Business Operations — Fabricated Products Segment” below for additional information.
WeThrough our North American production facilities, we produced and shipped approximately 523429 million pounds of fabricatedsemi-fabricated aluminum products in 20062009, which comprised 85%91% of our total net sales. We have long-standing relationships with our customers, which include leading aerospace companies, automotive suppliers and metal distributors. We strive to tightly integrate the management of the operations within our fabricated products operationsFabricated Products segment across multiple production facilities, product lines and target markets in order to maximize the efficiency of product flow to our customers. In our served markets, we seek to be the supplier of choice by pursuing“best-in-class” “Best in Class” customer satisfaction and offering a broad product portfolio.
In order to capitalize on the significant growth in demand for high quality heat treat aluminum plate products in the market for Aero/HS products, commencing in the third quarter oflate 2005, we beganundertook a major expansion at our Trentwood facility in Spokane, Washington. We anticipate thatWashington, amounting to a total capital investment of approximately $139 million, the final phase of which was completed in the fourth quarter of 2008. The Trentwood expansion will significantly increaseincreased our aluminum plate production capacity and enableenabled us to produce thicker gauge aluminum plate. The $105 million expansion is being completed
In 2007, we announced an investment program in phases. One new heat treat furnace became fully operationalour rod, bar and tube value stream including a facility in the fourth quarter of 2006. A
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second such furnaceKalamazoo, Michigan, as well as improvements at three existing extrusion and drawing facilities. This investment program is expected to become fully operational duringsignificantly improve the first quartercapabilities and efficiencies of 2007our rod and bar and seamless extruded and drawn tube operations and enhance the market position of such products. We expect the facility in Kalamazoo, Michigan to be equipped with two extrusion presses and a third such furnaceremelt operation. Completion of these investments is expected to become operationaloccur by late 2010.
Due to the economic conditions, we announced plans in earlyDecember 2008 to close operations at our Tulsa, Oklahoma facility and significantly reduce operations at our Bellwood, Virginia facility. The Tulsa, Oklahoma facility and the Bellwood, Virginia facility primarily produced, extruded rod and bar products sold principally to service centers for general engineering applications. The operations and workforce reductions were a result of deteriorating economic and market conditions. Approximately 45 employees at the Tulsa, Oklahoma facility and 125 employees at the Bellwood, Virginia facility were affected. The Tulsa, Oklahoma plant was closed in late December 2008. A new heavy gauge stretcher, which will enable usIn May 2009, we announced plans to produce thicker gauge aluminum plate, is also expectedfurther curtail operations at our Bellwood, Virginia facility to become operationalfocus solely on drive shaft and seamless tube products and shut down the Bellwood, Virginia facility temporarily during July 2009, in early 2008.
response to planned shutdowns in the automotive industry and continued weak economic and market conditions. In addition, towe reduced our core fabricated products operations, we have a 49% ownership interestpersonnel in Anglesey Aluminium Limited (which we refer to as “Anglesey”), a company that owns an aluminum smelter based in Holyhead, Wales. Anglesey has produced in excess of 300 million pounds of primary aluminum for each ofcertain other locations during the last three fiscal years, of which 49% is available to us. During 2006, sales of our portion of Anglesey’s output represented 15% of our total net sales. Because we also purchase primary aluminum for our fabricated products at market prices, Anglesey’s production acts as a natural hedge for our fabricated products operations. See Item 1A. “Risk Factors — The expiration of the power agreement for Anglesey may adversely affect our cash flows and affect our hedging programs” for a discussion regarding the potential closure of Anglesey, which could occur as soon as 2009.
Between the firstsecond quarter of 2002 and2009, in an effort to streamline costs. Approximately 85 employees were affected by this reduction in force, principally at the first quarter of 2003, Kaiser and 25 of our then-existing subsidiaries filed voluntary petitions for relief in the United States Bankruptcy Court for the District of Delaware ( which we refer to as the “Bankruptcy Court”) under chapter 11 of the United States Bankruptcy Code (which we refer to as the “Bankruptcy Code”). Pursuant to our Second Amended Plan of Reorganization (which we refer to as our “Plan”), we emerged from chapter 11 bankruptcy on July 6, 2006 ( which we refer to as the “Effective Date”). Our Plan allowed us to shed significant legacy liabilities, including long-term indebtedness, pension obligations, retiree medical obligations and liabilities relating to asbestos and other personal injury claims. In addition, prior to our emergence from chapter 11 bankruptcy, we sold all of our interests in bauxite mining operations, alumina refineries and aluminum smelters, other than our interest in Anglesey, in order to focus on our fabricated aluminum products business, which we believe has a stronger competitive position and presents greater opportunities for growth.
Bellwood, Virginia facility.
Business Operations
•• Fabricated Products Business UnitSegment
Overview
Overview.Our fabricated products business unitFabricated Products segment produces rolled, extruded, drawn, and forged aluminum products used principally for aerospace and defense, automotive, consumer durables, electronics, electrical, and machinery and equipment end-use applications. In general, the fabricated products business unitFabricated Products segment manufactures products in one of three broad categories: Aero/HS products; GE products; and Custom products. During 2004, 20052009, 2008 and 2006,2007, our eleven North American fabricated products manufacturing facilities produced and shipped approximately 459, 482429, 559 and 523548 million pounds of fabricated aluminum products, respectively, which accounted for approximately 86%91%, 86%89%, and 85%86% of our total net sales for 2004, 20052009, 2008 and 2006,2007, respectively.
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Types of Products Produced
The aluminum fabricated mill products market is broadly defined asto include the markets for flat-rolled, extruded, drawn, forged and cast aluminum products, which are used in a variety of end-use applications. We participate in certain portions of the markets for flat-rolled, extruded/drawn and forged products focusing on highly engineered products for aerospaceAero/HS products, GE products, and high strength, general engineering and custom automotive and industrial applications.Custom products. The portions of the markets in which we participate accounted for approximately 20% of total North American shipments of aluminum fabricated mill products in 2006.2009.
Aerospace and High Strength Products.Our Aero/HS products include high quality heat treat plate and sheet, as well as cold finish bar, seamless drawn tube and billet that are manufactured to demanding specifications for the global aerospace and defense industries. These industries use our products in applications that demand high tensile strength, superior fatigue resistance properties and exceptional durability even in harsh environments. For instance, aerospace manufacturers use high-strength alloys for a variety of structures that must perform consistently under extreme variations in temperature and altitude. Our Aero/HS products are used for a wide variety of end uses. We make aluminum plate and tube for aerospace applications, and we manufacture a variety of specialized rod and bar products that are incorporated in goods as diverse as baseball bats and racecars.applications. The aerospace and defense market’s consumption of fabricated aluminum products is driven by overall levels of industrial production, cyclical airframe build rates, which are cyclical in nature, and defense spending, as well as the potential availability of competing materials such as
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composites. Demand growth is expected to increasehas increased for thick plate with growth in “monolithic” construction of commercial and other aircraft. In monolithic construction, aluminum plate is heavily machined to form the desired part from a single piece of metal (as opposed to creating parts using aluminum sheet, extrusions or forgings that are affixed to one another using rivets, bolts or welds). In addition to commercial aviation demand, militaryMilitary applications for heat treat plate and sheet include aircraft frames for military use and skins and armor plating to protect ground vehicles from explosive devices.skins. Products sold for Aero/HS applications represented 31%34% of our 20062009 fabricated products shipments. Aero/HS products net sales in 20062009 were approximately 38%46% of our 20062009 fabricated products net sales. Value added revenues, which represents net sales less hedged cost of alloyed metal, for Aero/HS products was $278.0 million, or 54% of total value added revenue in 2009.
General Engineering Products.GE products consist primarily of standard catalog items sold to large metal distributors. These products have a wide range of uses, many of which involve further fabrication of these products for numerous transportation and industrial end-use applications where machining of plate, rod and bar is intensive. Our GE products consist of 6000-series alloy rod, bar, tube, sheet, plate and standard extrusions. The 6000-series alloy is an extrudable medium-strength alloy that is heat treatable and extremely versatile. Our GE products have a wide range of uses and applications, many of which involve further fabrication of these products for numerous transportation and other industrial end uses.end-use applications where machining of plate, rod and bar is intensive. For example, our products are used in the enhancement of military vehicles such as plating to protect ground vehicles from explosive devices, in the specialized manufacturing process for liquid crystal display screens, and we produce aluminum sheet and plate that are used in the vacuum chambers in which semiconductors are made. We also produce aluminum plate that is used to further enhance military vehicle protection. Our rod and bar products are manufactured into rivets, nails, screws, bolts and parts of machinery and equipment. Demand growth and cyclicality for GE products tend to mirror broad economic patterns and industrial activity in North America. Demand is also impacted by the destocking and restocking of inventory in the full supply chain. Products sold for GE applications represented 43%44% of our 20062009 fabricated products shipments. GE products net sales in 20062009 were approximately 39%37% of our 20062009 fabricated products net sales. Value added revenues, which represents net sales less hedged cost of alloyed metal, for GE products were $164.7million, or 32% of total value added revenue in 2009.
Custom Automotive and Industrial Products.Our Custom products consist of extruded/drawn and forged aluminum products for many North American automotive and industrial end uses, including consumer durables, electrical,electrical/electronic, machinery and equipment, automobile, light truck, heavy truck and truck trailer applications. Examples of the wide variety of custom products that we supply to the automotive industry areinclude extruded products for bumpers and anti-lock braking systems, drawn tube for drive shafts and forgings for suspension control arms and drive train yokes. A significant portion of our otherOther Custom product sales in recent years has beeninclude extruded products for water heater anodes, truck trailers and electrical/electronic exchangers.markets. For some customCustom products, we perform limited fabrication, including sawing and cutting to length. Demand growth and cyclicality for Custom products tend to mirror broad economic patterns and industrial activity in North America, with specific individual market segments such as automotive, heavy truck and truck trailer applications tracking their respective build rates. Products sold for custom automotive and industrialCustom applications represented 26%22% of our 20062009 fabricated products shipments. Custom automotive and industrialproducts net sales in 20062009 were approximately 23%17% of our 20062009 fabricated products net sales. Value added revenues, which represents net sales less hedged cost of alloyed metal, for Custom products were $70.7 million, or 14% of total value added revenue in 2009.
End Markets In Which We Do Not Participate.We have elected not to participate in certain end markets for fabricated aluminum products, including beverage and food cans, building and construction materials, and foil used for packaging. We believe our chosen end markets present better opportunities for sales growth and premium pricing of differentiated products. The markets we have elected to participate in represented approximately 5%7% of the North American flat rolled products market and 55% of the North American extrusion market in 2006.2009.
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Types of Manufacturing Processes Employed
We utilize the following manufacturing processes to produce our fabricated products:
Flat rolling.The traditional manufacturing process for aluminum flat-rolled products uses ingot, a large rectangular slab of aluminum, as the starter material. The ingot is processed through a series of rolling operations, both hot and cold. Finishing steps may include heat treatment, annealing, coating, stretching, leveling or slitting to achieve the desired metallurgical, dimensional and performance characteristics. Aluminum flat-rolled products are manufactured using a variety of alloy mixtures, a range of tempers (hardness), gauges (thickness) and widths, and various coatings and finishes. Flat-rolled aluminum semi-finished products are generally either sheet (under 0.25 inches in thickness) or plate (up to 15 inches in thickness). The vast majority of the North American market for aluminum flat-rolled products uses “common alloy” material for construction and other applications and beverage/food can sheet. However, these are products and markets in
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which we have chosen not to participate. Rather, we have focused our efforts on “heat treat” products. Heat treat products are distinguished from common alloy products by higher strength and other desired product attributes. The primary end use of heat treat flat-rolled sheet and plate is for Aero/HS and GE products.
Extrusion.The extrusion process typically starts with a cast billet, which is an aluminum cylinder of varying length and diameter. The first step in the process is to heat the billet to an elevated temperature whereby the metal is malleable. The billet is put into an extrusion press and pushed, or extruded, through a die that gives the material the desired two-dimensional cross section. The material is either quenched as it leaves the press, or subjected to a post-extrusion heat treatment cycle, to control the material’s physical properties. The extrusion is then straightened by stretching and cut to length before being hardened in aging ovens. The largest end uses of extruded products are in the construction, general engineering and custom markets. Building and construction products representsrepresent the single largest end-use market for extrusions by a significant amount. However, we have chosen to focus our efforts on GE and Custom products because we believe we have strong production capability, well-developed technical expertise and high product quality with respect to these products.
Drawing.Drawing is a fabrication operation in which extruded tubes and rods are pulled through a die, or drawn. The purpose of drawing is to reduce the diameter and wall thickness while improving physical properties and dimensions. Material may go through multiple drawing steps to achieve the final dimensional specifications. Aero/HS products is a primary end-use market and is our focus.
Forging.Forging is a manufacturing process in which metal is pressed, pounded or squeezed under great pressure into high-strength parts known as forgings. Forged parts are heat treated before final shipment to the customer. The end-use applications are primarily in transportation, where highstrength-to-weight ratios in products are valued. We focus our production on certain types of automotive and sports vehicle applications.
A description of the manufacturing processes and category of products at each of our 11 production facilities is shown below:
| | | | | |
| | | Manufacturing
| | |
Location | | Process | | Types of Products |
|
| Chandler, Arizona | | Extrusion/Drawing | | Aero/HS |
| Greenwood, South Carolina | | Forging | | Custom |
| Jackson, Tennessee | | Extrusion/Drawing | | Aero/HS, GE |
| Kalamazoo, Michigan (1) | | Extrusion | | GE |
| London, Ontario | | Extrusion | | Custom,GE |
| Los Angeles, California | | Extrusion | | Custom, GE Custom |
| Newark, Ohio | | Extrusion/Rod Rolling | | Aero/HS, GE |
| Richland, Washington | | Extrusion | | Aero/HS, GE |
| Richmond (Bellwood), Virginia | | Extrusion/Drawing | | Custom, GE Custom |
| Sherman, Texas | | Extrusion | | Custom,GE |
| Spokane, Washington | | Flat Rolling | | Aero/HS, GE |
Tulsa, Oklahoma | | |
| (1) | | Extrusion | | GEThe Kalamazoo, Michigan facility is expected to begin production in mid - 2010. |
As can be seen inreflected by the table above, many of theour facilities employ the same basic manufacturing process and produce the same type of end use products. Over the past several years, given the similar economic and other characteristics at each location, we have made a significant effort to more tightly integrate the management of our fabricated productsFabricated Products business unit across multiple manufacturing locations, product lines, and target markets to maximize the efficiency of product flow to customers. Purchasing is centralized for a substantial portion of the fabricated productsFabricated Products business unit’s primary aluminum requirements in order to try to maximize price, credit and other benefits. Because many customers purchase a number of different products that are produced at different plants, there has also been substantial integration of theour sales force and its management. The Company believes that integration of its operations will allow the Company to capture efficiencies while allowing the plant locations to remain highly focused.
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and its management are also significantly integrated. We believe that integration of our operations allows us to capture efficiencies while allowing our facilities to remain highly focused.
Raw Materials
We purchase substantially all of the primary aluminum and recycled and scrap aluminum used to make our fabricated products from third-party suppliers. In a majority of the cases, we purchase primary aluminum ingot and recycled and scrap aluminum in varying percentages depending on various market factors including price and availability. The price for primary aluminum purchased for the fabricated productsFabricated Products business unit is typically based on the Average Midwest Transaction Price (or “Midwest Price”), which typically rangesfrom 2007 to 2009, has ranged between approximately $.03 to $.075$.05 per pound above the price traded on the London Metal Exchange (or “LME”) depending on primary aluminum supply/demand dynamics in North America. Recycled and scrap aluminum are typically purchased at a modest discount to ingot prices but can require additional processing. In addition to producing fabricated aluminum products for sale to third parties, certain of our production facilities provide one another with billet, log or other intermediate material in lieu of purchasing such items from third party suppliers. For example, a substantial majority of the product from the Richland, Washington facility is used as base input at the Chandler, Arizona facility; the Sherman, Texas facility is currently supplying billet and logs to the Tulsa, Oklahoma facility; the Richmond,Bellwood, Virginia facility typically receives some portion of its metal supply from either (or both of) the London, Ontario or Newark, Ohio facilities; and the Newark, Ohio facility also supplies billet and log to the Jackson, Tennessee facility and extruded forge stock to the Greenwood, South Carolina facility.
Pricing
The price we pay for primary aluminum, the principal raw material for our fabricated aluminum products business, typically is the Midwest Price, which consists of two components: the price quoted for primary aluminum ingot on the LME and the Midwest Transaction Premium,transaction premium, a premium to LME reflecting domestic market dynamics as well as the cost of shipping and warehousing. Because aluminum prices are volatile, we manage the risk of fluctuations in the price of primary aluminum through a combination of pricing policies, internal hedging and financial derivatives. Our three principal pricing mechanisms are as follows:
| | |
| | • | | Spot price.Some of our customers pay a product price that incorporates the spot price of primary aluminum in effect at the time of shipment to a customer. This pricing mechanism typically allows us to pass commodity price risk to the customer. |
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| | • | | Index-based price.Some of our customers pay a product price that incorporates an index-based price for primary aluminum such as Platt’s Midwest price for primary aluminum. This pricing mechanism also typically allows us to pass commodity price risk to the customer. |
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| | • | | Firm price.Some of our customers pay a firm price. We bear commodity price risk on firm-price contracts, which we normally hedge though a combination ofwith financial derivatives and production from Anglesey.derivatives. For internal reporting purposes, whenever the fabricated products business unitFabricated Products segment enters into a firm price contract, it also enters into an “internal hedge” with the primary aluminumHedging business unit within All Other, so that all the metal price risk resides in the primary aluminumHedging business unit. Results from internal hedging activities between the twoFabricated Products segment and the Hedging business unitsunit are eliminated in consolidation. |
Sales, Marketing and Distribution
Industry sales margins for fabricated products fluctuate in response to competitive and market dynamics. Sales are made directly to customers by our sales personnel located in the United States, Canada and Europe, and by independent sales agents in Asia, Mexico and the Middle East. Our sales and marketing efforts are focused on the markets for Aero/HS, GE, and Custom products.
Aerospace and High Strength Products.Approximately 50%60% of our Aero/HS product shipments are sold to distributors with the remainder sold directly to customers. Sales are made eitherprimarily under contracts (with terms spanning from one year to several years) oras well as on anorder-by-order basis. We serve this market with a North American sales force focused on Aero/HS and GE products and direct sales representatives in Western Europe. Key competitive dynamics for Aero/HS products include the level of commercial aircraft construction spending (which in turn is often subject to broader economic cycles) and defense spending.
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General Engineering Products.A substantial majority of our GE products are sold to large distributors in North America, with orders primarily consisting of standard catalog items shipped with a relatively short lead-time. We service this market with a North American sales force focused on GE and Aero/HS products. Key competitive dynamics for GE products include product price, product-line breadth, product quality, delivery performance and customer service.
Custom Automotive and Industrial Products.Our Custom products are sold primarily to first tier automotive suppliers and industrial end users. Sales contracts are typically medium to long term in length. Almost all sales of Custom products occur through direct channels using a North American direct sales force that works closely with our technical sales organization. Key demand drivers for our automotive products include the level of North American light vehicle manufacturing and increased use of aluminum in
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vehicles in response to increasingly strict governmental standards for fuel efficiency. Demand for industrial products is directly linked to the strength of the U.S. industrial economy.
Customers
In 2006,2009, our fabricated productsFabricated Products business unit had approximately 600540 customers. The largest, Reliance Steel & Aluminum (“Reliance”), and the five largest customers for fabricated products accounted for approximately 18%20% and 41%48%, respectively, of our net sales in 2006.2009. The loss of Reliance, as a customer, would have a material adverse effect on us. However, we believe that our relationship with Reliance is good and the risk of loss of Reliance as a customer is remote.
Research and Development
We operate three research and development centers. Our Rolling and Heat Treat Center and our Metallurgical Analysis Center are both located at our Trentwood facility in Spokane, Washington. The Rolling and Heat Treat Center has complete hot rolling, cold rolling and heat treat capabilities to simulate, in small lots, processing of flat-rolled products for process and product development on an experimental scale. The Metallurgical Analysis Center consists of a full metallographic laboratory and a scanning electron microscope to support research development programs as well as respond to plant technical service requests. The third center, our Solidification and Casting Center, is located in Newark, Ohio and has a short stroke experimental caster with ingot cast rolling capabilities for the experimental rolling milldevelopmental casting unit capable of casting billets and ingots for extrusion billet usedand rolling experiments. The casting unit is also capable of casting full size billets and ingots for processing on the production extrusion presses and rolling mills.
The combination of this R&D work and concurrent product and process development with production operations has resulted in plant extrusion trials. Duethe creation and delivery of value added Kaiser Select® products.
•All Other
All Other contains three primary elements: (i) Anglesey-related activities, including primary aluminum production prior to September 30, 2009 and secondary aluminum production thereafter, (ii) hedging activities in respect of our researchexposure to primary aluminum price and development efforts, we have been ableBritish Pound Sterling exchange rate risk relating to introduceAnglesey’s smelting operations through September 30, 2009 and (iii) corporate and other activities.
Primary/Secondary Aluminum production through Anglesey. Anglesey fully curtailed its smelting operations on September 30, 2009 and in the fourth quarter of 2009, began a remelt and casting operation producing value added products such as our unique T-Form® sheetingot and billet for which provides aerospace customers with high formabilitywe received a portion of a premium over normal commodity market prices. Our secondary aluminum sales from the remelt and casting operation are accounted for net of cost of sales, and we reported zero net sales in 2009. Prior to fourth quarter of 2009, Anglesey operated as wella smelter and produced commodity grade aluminum sow and/or value-added products such as requisite strength characteristics.
• Primary Aluminum Business Unit
ingot and billet for which we received a premium over normal commodity market prices. Our primary aluminum business unit, after excluding discontinuedsales from the smelting operations contains two primary elements: (a) activities related to our interests in and related to Anglesey and (b) primary aluminum hedging-related activities. Our primary aluminum business unitwere accounted for on a gross basis and represented approximately 14%, 14% and 15%9% of our total net sales for 2004, 2005 and 2006, respectively.2009.
Anglesey. We own a 49% interest inPrior to the cessation of the smelting operations, Anglesey which owns an aluminum smelter at Holyhead, Wales. Rio Tinto Plc owns the remaining 51% ownership interest in Anglesey and hasday-to-day operating responsibilities for Anglesey, although certain decisions require unanimous approval of both shareholders. Anglesey has produced in excess of 300 million pounds for each of primary aluminum in 2007, approximately 260 million pounds of primary aluminum in 2008 and approximately 230 million pounds of primary aluminum during the last three fiscal years.first nine months of 2009. We supplysupplied 49% of Anglesey’s alumina requirements and purchasepurchased 49% of Anglesey’s aluminum output, in each case based on a market-related pricing formula. Anglesey producesproduced billet, rolling ingot and sow for the United Kingdom and European marketplace. We sellsold our share of Anglesey’s output to a single third party at market prices. The price received for sales of production from Anglesey typically approximatesapproximated the LME price. We also realizerealized a premium (historically between $.05 and $.12up to $.17 per pound above LME price depending on the product) for sales of value- addedvalue-added products such as billet and rolling ingot.
To meet our obligation to sell alumina to Anglesey in proportion to our ownership percentage, we purchasepurchased alumina under contractsa contract that extendprovided adequate alumina for operations through 2007September 2009 at prices that are tied tobased on the market prices for primary aluminum. We will need
Anglesey operated under a power agreement that provided sufficient power to securesustain its smelting operations at near-full capacity until the expiration of such agreement at the end of September 2009. Despite Anglesey’s efforts to find a new alumina contractsustainable alternative to its power supply needs, no sources of affordable power were identified to allow for the period after 2007.uninterrupted continuation of smelting operations beyond the power contract expiration date. As a result, Anglesey fully curtailed its smelting operations as of September 30, 2009.
In the fourth quarter of 2009, Anglesey commenced remelt and casting operations to produce secondary aluminum. Anglesey purchases its own material for the remelt and casting operation and sells its output to us and Rio Tinto, in proportion to our respective ownership interests. We can give no assurance regardingexpect Anglesey’s maximum production of secondary aluminum to ultimately reach approximately 140 million pounds per year, 49% of which will be sold to us in transactions structured to largely eliminate risks of inventory loss and metal price and currency exchange rate fluctuation with respect to our abilityincome and cash flow related to Anglesey.
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We fully impaired our investment in Anglesey during the fourth quarter of 2008, taking into account the full curtailment of Anglesey’s smelting operations due to secureits inability to obtain affordable power (which we had anticipated as a sourcelikely possibility), Anglesey’s cash requirements for redundancy and pension payments, uncertainty with respect to the future of alumina on comparable terms. If we are unable to do so, the results of our primary aluminum operations will be affected.
Anglesey operates under a power agreement that provides sufficient power to sustain its operations, and our conclusion at full capacity through September 2009. The nuclear facility which supplies powerthat time that we should not expect to Anglesey is scheduled to close operations in late 2010. Anglesey’s ability to operate past September 2009 is dependent upon finding adequate power at an acceptable purchase price. We can give no assurance that Anglesey will be able to do so. If Anglesey cannot obtain sufficient power, Anglesey’s operations will likely be shut down. Given the potential for future shutdown and related costs,receive any dividends from Anglesey have been suspended whilein the foreseeable future. For the first half of 2009, based upon our continued assessment of the facts and circumstances, we recorded additional impairment charges of $1.8 million relating to our investment in Anglesey, studies future cash requirements. The shutdown process may involvesuch that our investment balance remained at zero.
During the third quarter of 2009, Anglesey incurred a significant net loss, primarily as the result of recording charges for employee termination costs in connection with the cessation of its smelting operations. As a result of such loss and as we did not and are not obligated to (i) advance any funds to Anglesey, (ii) guarantee any obligations of Anglesey, or (iii) make any commitments to provide any financial support for Anglesey, we suspended the use of equity method of accounting with respect to our ownership in Anglesey during the quarter ended September 30, 2009. Accordingly, we did not recognize our share of Anglesey’s net loss for such period. We do not anticipate resuming the use of the equity method of accounting with respect to our investment in Anglesey unless and until (i) our share of any future net income of Anglesey equals or is greater than our share of net losses not recognized during periods for which would decrease or eliminate its ability to paythe equity method was suspended and (ii) future dividends. The processdividends can be expected. We do not expect the occurrence of shutting down operations may involve transition complications which may preventsuch event during the next 12 months.
In June 2008, Anglesey from operating at full capacity untilsuffered a significant failure in the expirationrectifier yard that resulted in a localized fire in one of the power agreement.transformers. As a result of the fire, Anglesey operated below its production capacity during the latter half of 2008 and incurred incremental costs, primarily associated with repair and maintenance costs, as well as loss of margin due to the outage. Under its property damage and business interruption insurance coverage, Anglesey received insurance settlement payments of approximately 14.0 million Pound Sterling in 2008 and 2009. These payments did not have any impact on our results as we fully impaired the value of our share of the insurance proceeds received by Anglesey in 2008 and we did not record our 49% share of the 2009 settlement due to the suspension of equity method of accounting in the third quarter of 2009. We do not expect to receive any such insurance proceeds paid to Anglesey through the distribution of dividends. However, in December 2009, we received a $.6 million insurance settlement payment for the loss of premium on the sale of our share of value added aluminum products resulting from the interruption of production caused by the fire.
Hedging.Our pricing of fabricated aluminum products, as discussed above, is generally intended to lock-in a conversion margin (representing the value added from the fabrication process(es)) and to pass metal price risk on to our customers. However, in certain instances we do enter into firm price arrangements. In such instances, we do have price risk on our anticipated primary aluminum purchasepurchases in respect of the customer’s order. Total fabricated products shipments during 2004, 2005 and 2006 for which the Company had price risk were (in millions of pounds) 119, 155, and 200 respectively.
For internal reporting purposes,As such, whenever our fabricated products business unitFabricated Products segment enters into a firm price contract, our primary aluminumHedging business unit and fabricated products business unit segmentsFabricated Products segment enter into an “internal hedge” so that all the metal price risk resides in our primary aluminumthe Hedging business unit. Results from internal hedging activities between the two segmentsFabricated Products and Hedging eliminate in consolidation. As more fully discussed in Item 7A. “Quantitative and Qualitative Disclosures About Market Risk”,Risk,” during 2007, 2008 and the last three years,nine months period ended September 30, 2009, our net exposure to primary aluminum price risk at Anglesey substantially offset a significant amount the volume of fabricated products shipments with underlying primary aluminum price risk. As such, we considerconsidered our access to Anglesey production overall to be a “natural” hedge against any fabricated productsFabricated Products firm metal-price risk. However, since the volume of fabricated products shipped under firm prices may not matchhave matched up on amonth-to-month basis with expected Anglesey-related primary aluminum shipments and to the extent that firm price contracts from our Fabricated Products segment exceeded the Anglesey related primary aluminum shipments, we may useused third party hedging instruments to eliminateminimize any net remaining primary aluminum price exposure existing at any time.
As a result of the cessation of Anglesey’s smelting operations as of September 30, 2009 noted above, the “natural hedge” against primary aluminum price fluctuation created by our participation in the primary aluminum market was effectively eliminated. Accordingly, we deemed it appropriate to increase our hedging activities to limit exposure to such price risks, which may have an adverse effect on our financial position, results of operations and cash flows. Total fabricated product shipments for which we were subject to price risk were 163, 228 and 239 (in millions of pounds) during 2009, 2008 and 2007, respectively.
Primary aluminum-related In addition to conducting hedging activities in respect of our exposure to aluminum price risk, the Hedging business unit also conducted hedging activities in respect of our exposure to British Pound Sterling exchange rate relating to Anglesey’s smelting operations through September 30, 2009.
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All hedging activities are managed centrally on behalf of our business segmentsunits to minimize transaction costs, to monitor consolidated net exposures and to allow for increased responsiveness to changes in market factors. Hedging activities are conducted in compliance with a policy approved by our boardBoard of directors,Directors, and hedging transactions are only entered into after appropriate approvals are obtained from our hedging committee (which includes(members of which include our chief executive officer and key financial officers).
Corporate and Other.This business unit provides general and administrative support to our operations. The expenses incurred in this business unit are not allocated to our other operations.
• Discontinued Operations
Prior to 2004, we were a more significant producer of primary aluminum and sold significant amounts of our alumina and primary aluminum production in domestic and international markets. Our strategy was to sell a substantial portion of the alumina and primary aluminum available to us in excess of our internal requirements to third parties. As part of our reorganization, we made a strategic decision to sell all of our commodity-related interests, other than our interests in and related to Anglesey, as summarized below.
| | | | | | |
Entity/Facility
| | Location
| | Product
| | Period of Disposition
|
|
Queensland Alumina Limited | | Australia | | Alumina | | Second Quarter 2005 |
Gramercy refinery | | Louisiana | | Alumina | | Fourth Quarter 2004 |
Kaiser Jamaica Bauxite Company | | Jamaica | | Bauxite | | Fourth Quarter 2004 |
Volta Aluminium Company Limited | | Ghana | | Primary Aluminum | | Fourth Quarter 2004 |
Alumina Partners of Jamaica | | Jamaica | | Alumina | | Third Quarter 2004 |
Mead Smelter | | Washington | | Primary Aluminum | | Second Quarter 2004 |
We refer to Queensland Alumina Limited and Alumina Partners of Jamaica herein as QAL and Alpart, respectively.
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Segment and Geographical Area Financial Information
The information set forth in Note 1115 of Notes to Consolidated Financial Statements included in Item 8. “Financial Statements and Supplementary Data” regarding our segmentsGAAP reporting segment and geographical areas in which we operate is incorporated herein by reference.
Competition
The fabricated aluminum industry is highly competitive. We concentrate our fabricating operations on selectedhighly engineered products for which we believe we have production capability, technical expertise, high product quality, and geographic and other competitive advantages. CompetitionWe differentiate ourselves from our competition by pursuing “Best in the sale of fabricated aluminum productsClass” customer satisfaction which is driven by quality, availability, price and service, including delivery performance. Our primary competition in the global heat treated flat-rolled products is Alcoa, Inc. and Alcan Inc.Rio Tinto Plc (through its ownership of Alcan’s fabricated aluminum products business). In the extrusion market, we compete with many regional participants as well as larger firmscompanies with national reach such as the Sapa-Alcoa joint venture,SAPA, Norsk Hydro ASA and Indalex. ManyAlcoa. Some of our competitors are substantially larger, have greater financial resources, and may have other strategic advantages, including more efficient technologies or lower raw material and energy costs.
Our fabricated aluminum products facilities are located in North America. To the extent our competitors have production facilities located outside North America, they may be able to produce similar products at a lower cost. We may not be able to adequately reduce costcosts to compete with these products. Increased competition could cause a reduction in our shipment volume and profitability or increase our expenditures, any one of which could have a material adverse effect on our results of operations.
In addition, our fabricated aluminum products compete with products made from other materials, such as steel and composites, for various applications, including aircraft manufacturing. The willingness of customers to accept substitutions for aluminum and the ability of large customers to exert leverage in the marketplace to reduce the pricing for fabricated aluminum products could adversely affect our results of operations.
For the heat treat plate and sheet products, new competition is limited by technological expertise that only a few companies have developed through significant investment in research and development. Further, use of plate and sheet in safety critical applications make quality and product consistency critical factors. Suppliers must pass a rigorous qualification process to sell to airframe manufacturers. Additionally, significant investment in infrastructure and specialized equipment is required to supply heat treat plate and sheet.
Barriers to entry are lower for extruded and forged products, mostly due to the lower required investment in equipment. However, the products that we produce are somewhat differentiated from the majority of products sold by competitors. We maintain a competitive advantage by using application engineering and advanced process engineering to distinguish our company and our products. OurWe believe our metallurgical expertise and controlled manufacturing processes enable superior product consistency and are difficult for competitors to offer, limiting their ability to effectively compete in many of our product niches.
consistency.
Employees
At December 31, 2006,2009, we employed approximately 2,4252,100 persons, of which approximately 2,3702,040 were employed in our fabricated products business unitFabricated Products segment and approximately 5560 were employed in our corporate group, most of whom are located in our offices in Foothill Ranch, California.
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The table below shows each manufacturing and warehouse location, the primary union affiliation, if any, and the expiration date for the current union contract. As discussed below, union affiliations are with the United Steel, Paper and Foresting, Rubber, Manufacturing, Energy, Allied Industrial and Service Workers International Union, AFL — CIO, CLC (“USW”) and International Association of Machinists (“IAM”).
| | | | | | |
| | | | | Contract
| |
Location | | Union | | Expiration Date | |
|
| Chandler, AZ | | Non-unionUSW (1) | | | — | April 2012 |
| Greenwood, SC | | Non-union | | | — | |
| Jackson, TN | | Non-union | | | — | |
| London, Ontario | | USW Canada | | | Feb 2009 | 2012 |
| Los Angeles, CA | | Teamsters | | | May 2009 | April 2012 |
| Newark, OH | | USW | (2) | | Sept 2010 | |
| Richland, WA | | Non-union | | | — | |
| Richmond (Bellwood), VA | | USW/IAM | | | Nov 2010 | |
| Sherman, TX | | IAM | | | Dec 2007 | 2010 |
| Spokane, WA | | USW | (2) | | Sept 2010 |
| Plainfield, IL | | Teamsters | | April 2010 |
| | |
| (1) | | In November 2008, certain employees at our Chandler, Arizona plant voted for affiliation with the USW. In April 2009, the Company entered into a labor agreement with the USW in connection with this affiliation. |
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Tulsa, OK(2) | | In January 2010, the Company and the USW | | | Nov entered into a new five-year labor agreement relating to employees at the Company’s Newark, Ohio and Spokane, Washington facilities, effective October 1, 2010 | through September 30, 2015. |
As part of our chapter 11 reorganization, In 2006 we entered into a settlement with the United Steelworkers, or USW regarding, among other things, pension and retiree medical obligations. Under the terms of the settlement, we agreed to adopt a position of neutrality regarding the unionization of any of our employees.
Environmental Matters
We are subject to numerous environmental laws and regulations with respect to, among other things: air and water emissions and discharges; the generation, storage, treatment, transportation and disposal of solid and hazardous waste; and the release of hazardous or toxic substances, pollutants and contaminants into the environment. Compliance with these environmental laws is and will continue to be costly.
Our continuing operations includingand certain of our former operations conducted prior to our emergence from chapter 11 bankruptcy in July 2006, have subjected, and may in the future subject, us to fines or penalties for alleged breaches of environmental laws and to obligations to perform investigations or clean up of the environment. We may also be subject to claims from governmental authorities or third parties related to alleged injuries to the environment, human health or natural resources, including claims with respect to waste disposal sites, the clean up of sites currently or formerly used by us or exposure of individuals to hazardous materials. Any investigation,clean-up or other remediation costs, fines or penalties, or costs to resolve third-party claims, may be costlysignificant and could have a material adverse effect on our financial position, results of operations and cash flows.
We have accrued, and will accrue as necessary, for costs relating to the above matters that are reasonably expected to be incurred based on available information. However, it is possible that actual costs may differ, perhaps significantly, from the amounts expected or accrued, and such differences could have a material adverse effect on our financial position, results of operations and cash flows. In addition, new laws or regulations, or changes to existing laws and regulations may occur, and we cannot assure you as to the amount that we would have to spend to comply with such new or amended laws and regulations or the effects that they would have on our financial position, results of operations and cash flows.
Emergence From Reorganization ProceedingsLegal Structure
Background. Between the first quarter of 2002 and the first quarter of 2003, Kaiser and 25 of our then existing subsidiaries filed voluntary petitions for relief under chapter 11 of the Bankruptcy Code. While in chapter 11 bankruptcy, we continued to manage our business in the ordinary course asdebtors-in-possession subject to the control and administration of the Bankruptcy Court.
We and 16 of our subsidiaries filed the chapter 11 bankruptcy in the first quarter of 2002 primarily because of our liquidity and cash flow problems that arose in late 2001 and early 2002. We were facing significant near-term debt maturities at a time of unusually weak aluminum industry business conditions, depressed aluminum prices and
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a broad economic slowdown that was further exacerbated by the events of September 11, 2001. In addition, we had become increasingly burdened by asbestos litigation and growing legacy obligations for retiree medical and pension costs. The confluence of these factors created the prospect of continuing operating losses and negative cash flows, resulting in lower credit ratings and an inability to access the capital markets.
In the first quarter of 2003, nine of our other subsidiaries filed chapter 11 bankruptcy in order to protect the assets held by those subsidiaries against possible statutory liens that might have otherwise arisen and been enforced by the Pension Benefit Guaranty Corporation (or the PBGC).
On December 20, 2005, the Bankruptcy Court entered an order confirming two separate joint plans of liquidation for four of our commodity-related subsidiaries. On December 22, 2005, these plans of liquidation became effective and all restricted cash and other assets held on behalf of or by the subsidiaries, consisting primarily of approximately $686.8 million of net cash proceeds from the sale of interests in and related to QAL and Alpart, were transferred to a trustee for subsequent distribution to holders of claims against the subsidiaries in accordance with the terms of the plans of liquidation. In connection with the plans of liquidation, these four subsidiaries were dissolved and their corporate existence was terminated.
On February 6, 2006, the Bankruptcy Court entered an order confirming the Plan for us and 21 of our subsidiaries that had filed chapter 11 bankruptcy. On May 11, 2006, the District Court for the District of Delaware entered an order affirming the confirmation order and adopting the Bankruptcy Court’s findings of fact and conclusions of law regarding confirmation of our Plan. On July 6, 2006, our Plan became effective and was substantially consummated, whereupon we emerged from chapter 11 bankruptcy.
Pursuant to our Plan, on July 6 2006, the pre-petition ownership interests in Kaiser were cancelled without consideration and approximately $4.4 billion of pre-petition claims against us, including claims in respect of debt, pension and postretirement medical obligations and asbestos and other tort liabilities, were resolved as follows:
| | |
| • | Claims in Respect of Retiree Medical Obligations. Pursuant to settlements reached with representatives of hourly and salaried retirees in early 2004: |
| | |
| • | an aggregate of 11,439,900 shares of our common stock were delivered to the voluntary employees’ beneficiary association trust, or VEBA, that provides benefits for certain eligible retirees represented by certain unions and their spouses and eligible dependants (which we refer to herein as the “Union VEBA”) and entities that prior to July 6, 2006 acquired from the Union VEBA rights to receive a portion of such shares; and |
|
| • | an aggregate of 1,940,100 shares of our common stock were delivered to the VEBA that provides benefits for certain other eligible retirees and their surviving spouses and eligible dependents (which we refer to herein as the “Salaried VEBA”) and entities that prior to July 6, 2006 acquired from the Salaried VEBA rights to receive a portion of such shares; and |
|
| • | we became obligated to make certain contingent annual cash payments of up to $20 million annually to the VEBAs that fluctuate based on earnings, adjusted for certain cash flow items (see Note 7 of Notes to Consolidated Financial Statements included in Item 8. “Financial Statements and Supplementary Data”). |
| | |
| • | Priority Claims and Secured Claims. All pre-petition priority claims, pre-petition priority tax claims and pre-petition secured claims were paid in full in cash. |
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| • | Unsecured Claims. With respect to pre-petition unsecured claims (other than the personal injury claims specified below): |
| | |
| • | all pre-petition unsecured claims of the PBGC against our Canadian subsidiaries were satisfied by the delivery of 2,160,000 shares of common stock and $2.5 million in cash; and |
|
| • | all pre-petition general unsecured claims against us, other than our Canadian subsidiaries, including claims of the PBGC and holders of our public debt, were satisfied by the issuance of 4,460,000 shares of our common stock to a third-party disbursing agent, with such shares to be delivered to the holders of such claims in accordance with the terms of our Plan (to the extent that such claims do not constitute convenience claims that have been or will be satisfied with cash payments). Of such 4,460,000 shares of |
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| | |
| | common stock, approximately 197,000 shares are currently being held by the third-party disbursing agent as a reserve pending resolution of disputed claims. To the extent a holder of a disputed claim is not entitled to shares reserved in respect of such claim, such shares will be distributed to holders of allowed claims. |
| | |
| • | Personal Injury Claims. Certain trusts (which we refer to herein as the “PI Trusts”) were formed to receive distributions from us, assume responsibility from us for present and future asbestos personal injury claims, present and future silica personal injury claims, present and future coal tar pitch personal injury claims and present but not future noise-induced hearing personal injury claims, and to make payments in respect of such personal injury claims. We contributed to the PI Trusts: |
| | |
| • | the rights with respect to proceeds associated with personal injury-related insurance recoveries reflected on our consolidated financial statements at June 30, 2006 as a receivable having a value of $963.3 million; |
|
| • | $13 million in cash (less approximately $.3 million advanced prior to July 6, 2006); |
|
| • | the stock of a subsidiary whose primary asset was approximately 145 acres of real estate located in Louisiana and the rights as lessor under a lease agreement for such real property that produces modest rental income; and |
|
| • | 75% of a pre-petition general unsecured claim against one of our subsidiaries in the amount of $1,106 million, entitling the PI Trusts to a share of the 4,460,000 shares of common stock distributed to unsecured claimholders. |
The PI Trusts assumed all liability and responsibility for present and future asbestos personal injury claims, present and future silica personal injury claims, present and future coal tar pitch personal injury claims and present but not future noise-induced hearing personal injury claims. As of July 6, 2006, injunctions were entered prohibiting any person from pursuing any claims against us or any of our affiliates in respect of such matters.
In general, the rights afforded under our Plan and the treatment of claims under our Plan are in complete satisfaction of and discharge all claims arising on or before July 6, 2006. However, our Plan does not limit any rights that the United States of America or the individual states may have under environmental laws to seek to enforce equitable remedies against us, though we may raise any and all available defenses in any action to enforce such equitable remedies. Further, with regard to certain non-owned sites specified in the environmental settlement agreement entered into in connection with our Plan as to which we and the United States of America had not reached settlement by the confirmation date, all our rights and defenses and those of the United States of America are preserved and not affected by our Plan. With respect to sites owned by us after the confirmation date, specified categories of claims of the United States of America and the individual states party to the environmental settlement agreement are not discharged, impaired or affected in any way by our Plan, and we maintain any and all defenses to any such claims except for any defense alleging such claims were discharged under our Plan.
Cash payments made on July 6, 2006 for priority and secured claims, payments to the PI Trusts, bank and professional fees totaled approximately $29 million and were funded using existing cash resources.
Legal Structure
In connection with our Plan, we restructured and simplified our corporate structure. The result of the simplifiedOur current corporate structure is summarized as follows:
| | |
| | • | | We directly own 100% of the issued and outstanding shares of capital stock of Kaiser Aluminum Investments Company, a newly formed Delaware corporation (“KAIC”), which is intended to functionfunctions as an intermediate holding company. |
| |
| | • | | KAIC owns 49% of the ownership interests of Anglesey and 100% of the ownership interests of each of: |
| | |
| | • | | •Kaiser Aluminum Fabricated Products, LLC, a newly formed Delaware limited liability company (“KAFP”), which holds the assets and liabilities associated with our fabricated productsFabricated Products business unit (excluding those assets and liabilities associated with theour London, Ontario facility); |
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| | |
| | • | | •Kaiser Aluminum Canada Limited, a newly formedan Ontario corporation, (“KACL”), which holds the assets and liabilities ofassociated with our London, Ontario operations and certain former KACC Canadian subsidiaries that were largely inactive;facility; |
| |
| | • | | • DCO Management, LLC (formerly known as Kaiser Aluminum & Chemical Corporation, LLC,LLC), a newly formed Delaware limited liability company, (“KACC, LLC”), which, as a successor by merger to Kaiser Aluminum & Chemical Corporation, holds our remaining non-operating assets and liabilities not assumed by KAFP;liabilities; |
| |
| | • | | •Kaiser Aluminium International, Inc., a Delaware corporation, which functions primarily as the seller of our products delivered outside the United States; |
|
| | | • Trochus Insurance Co., Ltd., a corporation formed in Bermuda, which has historically functioned as a captive insurance company; and Kaiser Bauxite Company. |
| |
Item 1A. |
| | | Risk Factors• Kaiser Aluminum France, SAS, a corporation formed in France for the primary purpose of engaging in market development and commercialization and distribution of our products in Western Europe. |
Item 1A.Risk Factors
This Item may contain statements which constitute “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. See Item 1. “Business — Forward LookingForward-Looking Statements” for cautionary information with respect to such forward-looking statements. Such cautionary information should be read as applying to all forward-looking statements wherever they appear in this Report. Forward-looking statements are not guarantees of future performance and involve significant risks and uncertainties. Actual results may vary from those in forward-looking statements as a result of a number of factors including those we discuss in this Item and elsewhere in this Report.
In evaluating us or our common stock, you should carefully consideraddition to the following risks. Thefactors discussed elsewhere in this Report, the risks described below are those which we believe are the material risks we face. The occurrence of any of the events discussed below could significantly and adversely affect our business, prospects, financial condition, results of operations and cash flows as well as the trading price of our common stock.
We recently emerged from chapter 11 bankruptcy, have sustained losses inexperienced and continue to experience the past and may not be able to maintain profitability.effects of unprecedented economic uncertainty.
The U.S. and global economies have recently experienced and continue to experience a period of substantial uncertainty with wide-ranging effects, including:
Because we recently emerged from chapter 11 bankruptcy and have in the past sustained losses, we cannot assure you that we will be able to maintain profitability in the future. We sought protection under chapter 11 of the Bankruptcy Code in February 2002. We emerged from bankruptcy as a reorganized entity on July 6, 2006. Prior to and during this reorganization, we incurred substantial net losses, including net losses of $788.3 million, $746.8 million and $753.7 million in the fiscal years ended December 31, 2003, 2004 and 2005, respectively. If we cannot maintain profitability, the value of an investment in Kaiser may decline. | • | | disruption in global financial markets that has reduced the liquidity available to us, our customers, our suppliers and the purchasers of products that materially affect demand for our products, including commercial airlines; |
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| • | | a substantially weakened banking and financial system that creates ongoing risk and exposure to the impact of non-performance by banks committed to provide financing, hedging counterparties, insurers, customers and suppliers; |
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| • | | extreme volatility in commodity prices that can materially impact the results of our hedging strategies, increase near term cash margin requirements, reduce the value of our inventories and borrowing base under our revolving credit facility and result in substantial non-cash charges as we adjust inventory values and mark-to-market our hedge positions; |
|
| • | | substantial reductions in consumer spending that reduce the demand for applications that use our products, including commercial aircraft, automobiles, trucks and trailers; |
|
| • | | the rapid destocking of inventory levels throughout the supply chain in response to reduced demand and increasing uncertainty, which destocking has only recently started to show some moderation; |
|
| • | | reduced customer demand under existing contracts resulting in customers limiting purchases to contractual minimum volumes, seeking relief from contractual obligations or breaching those obligations; |
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| • | | ongoing risk that customers and suppliers may liquidate or seek protection under federal bankruptcy laws and reject existing contractual commitments; |
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| • | | difficulty successfully executing our strategy of growth through acquisitions; |
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| • | | the possibility of additional plant closures or workforce reductions in response to prolonged or increased reduction in demand for our products; |
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| • | | pressure to reduce defense spending, which reductions could affect demand for our products used in defense applications, as the U.S. and foreign governments are faced with competing national priorities; and |
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| • | | the inability to predict with any certainty the effectiveness and long term impact of economic stimulus plans. |
A reader may not be ableWe are unable to compare our historical financial information to our future financial information,predict the impact, severity and duration of these effects, any of which will make it more difficult to evaluate an investment in our company.
Ascould have a result of the effectiveness of our chapter 11 plan of reorganization, our Plan,material adverse impact on July 6, 2006, we are operating our business under a new capital structure. In addition, we adopted fresh start reporting in accordance with American Institute of Certified Public Accountants Statement of Position90-7, or SOP 90-7,Financial Reporting by Entities in Reorganization Under the Bankruptcy Codeas of July 1, 2006. BecauseSOP 90-7 requires us to account for our assets and liabilities at their fair values as of the effectiveness of our Plan, our financial condition andposition, results of operations from and after July 1, 2006 will not be comparable in some material respects to the financial condition or results of operations reflected in our historical financial statements at dates or for periods prior to July 1, 2006. This may make it difficult to assess our future prospects based on historical performance.cash flows.
We operate in a highly competitive industry which could adversely affect our profitability.industry.
The fabricated products segment of the aluminum industry is highly competitive. Competition in the sale of fabricated aluminum products is based upon quality, availability, price and service, including delivery performance. Many of our competitors are substantially larger than we are and have greater financial resources than we do, and may have other strategic advantages, including aluminum smelting capacity providing a long term natural hedge that facilitates the offering of fixed price contracts without margin exposure, more efficient technologies or lower raw material and energy costs. Our facilities are primarily located in North America. To the extent that our competitors have or develop production facilities located outside North America, they may be able to produce similar products at a lower cost.cost or sell those products at a lower price during periods when the currency exchange rates favor foreign competition or “dump” those products in violation of existing trade laws. We may not be able to adequately reduce our costs or prices to compete with these products. Increased competition could cause a reduction in our
12
shipment volumes and profitability or increase our expenditures, any one of which could have a material adverse effect on our financial position, results of operations and cash flows.
We depend on a core group of significant customers.
In 2006,2009, our largest fabricated products customer, Reliance, Steel & Aluminum, accounted for approximately 18%20% of our fabricated products net sales, and our five largest customers accounted for approximately 41%48% of our fabricated products net sales. If our existing relationships with significant customers materially deteriorate or are terminated and we are not successful in replacing lost business, our financial position, results of operations and cash flows could be materially and adversely affected. The loss of Reliance as a customer could have a material adverse effect on our financial position, results of operations and cash flows. In addition, a significantprolonged or increasing downturn in the business or financial condition of any of our significant customers could cause any one or more of them to limit purchases to contractual minimum volumes, seek relief from contractual minimums or breach those obligations, all of which could materially and adversely affect our financial position, results of operations and cash flows.
Some of our current and former international customers, particularly automobile manufacturers in Europe and Japan, were reluctant to do business with us while we underwent chapter 11 bankruptcy reorganization, presumably because of their unfamiliarity with U.S. bankruptcy laws and the uncertainty about the strength of our business. Although we believe our emergence from chapter 11 bankruptcy should mitigate such reluctance, we can give no assurance that this will be the case.
Our industry is very sensitive to foreign economic, regulatory and political factors that may adversely affect our business.
We import primary aluminum from, and manufacture fabricated products used in, foreign countries. We also own 49% of Anglesey, which owns and operates an aluminum smelter in the United Kingdom. We purchase alumina to supply to Anglesey and wewill purchase aluminum from Anglesey for sale to a third party in the United Kingdom.parties. Factors in the politically and economically diverse countries in which we operate or have customers or suppliers, including inflation, fluctuations in currency and interest rates, competitive factors, civil unrest and labor problems, could affect our financial position, results of operations and cash flows. Our financial position, results of operations and cash flows could also be adversely affected by:
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| | • | | acts of war or terrorism or the threat of war or terrorism; |
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| | • | | government regulation in the countries in which we operate, service customers or purchase raw materials; |
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| | • | | the implementation of controls on imports, exports or prices; |
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| | • | | the adoption of new forms of taxation;taxation and duties; |
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| | • | | new forms of emission controls and tax, commonly known as “cap and trade”; |
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| • | | the imposition of currency restrictions; |
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| | • | | the nationalization or appropriation of rights or other assets; and |
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| | • | | trade disputes involving countries in which we operate, service customers or purchase raw materials. |
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The aerospace industry is cyclical and downturns in the aerospace industry, including downturns resulting from acts of terrorism, could adversely affect our revenues and profitability.business.
We derive a significant portion of our revenue from products sold to the aerospace industry, which is highly cyclical and tends to decline in response to overall declines in industrial production. As a result, our business is affected by overall levels of industrial production and fluctuations in the aerospace industry. The commercial aerospace industry is historically driven by the demand from commercial airlines for new aircraft. Demand for commercial aircraft is influenced by airline industry profitability, trends in airline passenger traffic, by the state of the U.S. and worldglobal economies and numerous other factors, including the effects of terrorism. In recent years, a number of major airlines have undergone chapter 11 bankruptcy and experienced financial strain from volatile fuel prices. The aerospace industry also suffered significantly in the wake of the events of September 11, 2001, resulting in a sharp decrease globally in new commercial aircraft deliveries and order cancellations or deferrals by the major airlines. Despite existing backlogs, continued financial instability in the industry, reduced liquidity, terrorist acts or the increased threat of terrorism may lead to reduced demand for new aircraft that utilize our products, which could adversely affect our financial position, results of operations and cash flows. The military aerospace cycleindustry is highly dependent on U.S. and foreign government funding; however, it is also driven by the effects of terrorism, a changing global political environment, U.S. foreign policy, regulatory changes, the retirement of older aircraft, and technological improvements to new aircraft engines that increase reliability.reliability, and delays in the development or launch of new programs. The timing, duration and
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severity extent of cyclical upturns and downturns cannot be predicted with certainty. A future downturn or reduction in demanddefense spending could have a material adverse effect on our financial position, results of operations and cash flows.
In addition, because weReductions in defense spending for aerospace and other suppliers are expanding production capacity to alleviate the current supply shortage for heat treat aluminum plate, heat treat plate prices may eventually begin to decrease as production capacity increases. Although we have implemented cost reduction and sales growth initiatives to minimize the impact on our results of operations as heat treat plate prices return to more typical historical levels, these initiatives may not be adequate and our financial position, results of operations and cash flows may be adversely affected.
A number of major airlines have also recently undergone or are undergoing chapter 11 bankruptcy and continue to experience financial strain from high fuel prices. Continued financial instability in the industry may lead to reducednon-aerospace military applications could substantially reduce demand for new aircraft that utilizeour products.
Our products are used in a wide variety of military applications, including military jets, armored vehicles and ordinance. The funding of U.S. government programs is subject to congressional appropriations. Many of the programs in which we participate may extend several years; however these programs are normally funded annually. Changes in military strategy and priorities may affect current and future programs. Similarly, there is significant pressure to reduce defense spending as the U.S. and foreign governments are faced with competing national priorities. Reductions in defense spending would reduce the demand for our products whichand could adversely affect our financial position, results of operations and cash flows.
The aerospace industry suffered significantly in the wake of the events of September 11, 2001, resulting in a sharp decrease globally in new commercial aircraft deliveries and order cancellations or deferrals by the major airlines. This decrease reduced the demand for our Aero/HS products. While there has been a recovery since 2001, the threat of terrorism and fears of future terrorist acts could negatively affect the aerospace industry and our financial position, results of operations and cash flows.
Our customers may reduce their demand for aluminum products in favor of alternative materials.
Our fabricated aluminum products compete with products made from other materials, such as steel and composites, for various applications. For instance, the commercial aerospace industry has used and continues to evaluate the further use of alternative materials to aluminum, such as composites, in order to reduce the weight and increase the fuel efficiency of aircraft. The willingness of customers to accept substitutions for aluminum or the ability of large customers to exert leverage in the marketplace to reduce the pricing for fabricated aluminum products could adversely affect the demand for our products, particularly our aerospace and high strength products, and thus adversely affect our financial position, results of operations and cash flows.
DownturnsExtended or further downturns in the automotive industryand heavy duty truck and trailer industries could adversely affect our net sales and profitability.business.
The demand for many of our general engineering and custom products is dependent on the production of automobiles,cars, light trucks, SUVs, and heavy duty vehicles and trailers in North America. The automotive industry is highly cyclical, as new vehicle demand is dependent on consumer spending and is tied closely to the overall strength of the North American economy. The North American automotive industry is facing costly inventory corrections which could adversely affect our net sales and profitability. Recentheavy truck and trailer industries have experienced severe downturns in sales. Multiple production cuts announced by General Motors Corporation, Ford Motor Company and DaimlerChrysler AG, as well as cutbacks in heavy duty truck production,U.S. manufacturers may continue to adversely affect the demand for our products. If theMany North American automotive manufacturers and some of their first tier suppliers are also burdened with substantial structural costs, including pension and healthcare costs that impact their profitability and labor relations, that have resulted in severe financial difficulty, including bankruptcy, for several of them. A worsening of these companies’ financial condition of these auto manufacturers continues to be unsteady or if anytheir bankruptcy could have further serious effects on the U.S. and global economies which, in turn, could worsen the conditions of the three seek restructuring or relief through bankruptcy proceedings,markets which directly affect the demand forof our products may decline, adversely affecting our net sales and profitability. Anyproducts. Similarly, a prolonged decline in the demand for new automobiles,cars, light trucks, SUVs, and heavy duty vehicles and trailers, particularly in the United States,U.S., could have a material adverse effect on our financial position, results of operations and cash flows. Seasonality experienced by the
Changes in consumer demand may adversely affect our operations which supply automotive industryend users.
Increases in the third and fourth quartersenergy costs have resulted in shifts in consumer demand away from motor vehicles that typically have a higher content of the calendar year also affectsproducts we currently supply, such as light trucks and SUVs. The loss of business with respect to, or a lack of commercial success of, one or more particular vehicle models for which we are a significant supplier could have an adverse impact on our financial position, results of operations and cash flows.
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We face tremendous pressure from our automotive customers on pricing.
Cost cutting initiatives that our automotive customers have adopted generally result in increased downward pressure on pricing and our automotive customers typically seek agreements requiring reductions in pricing over the period of production. Pricing pressure may further intensify, particularly in North America, as North American automobile manufacturers continue to aggressively pursue cost cutting initiatives. If we are unable to generate sufficient production cost savings in the future to offset any required price reductions, our financial position, results of operations and cash flows could be adversely impacted.
Because our products are often components of our customers’ products, reductionsReductions in demand for our products may be more severe than, and may occur prior to reductions in demand for, our customers’ products.
Our products are often components of the end-products of our customers. Customers purchasing our fabricated aluminum products, such as those in the cyclical automotive and aerospace industries, generally require significant lead time in the production of their own products. Therefore, demand for our products may increase prior to demand for our customers’ products. Conversely, demand for our products may decrease as our customers anticipate a downturn in their respective businesses. As demand for our customers’ products begins to soften, our customers typically reduce or eliminate their demand for our products and meet the reduced demand for their products using their own inventory without replenishing that inventory, which results in a reduction in demand for our products that
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is greater than the reduction in demand for their products. This amplified reduction in demand for our products in the event of a downswingdownturn in our customers’ respective businesses (de-stocking) may adversely affect our financial position, results of operations and cash flows.
Our business is subject to unplanned business interruptions which may adversely affect our performance.business.
The production of fabricated aluminum products and aluminum is subject to unplanned events such as explosions, fires, inclement weather, natural disasters, accidents, transportation interruptions and supply interruptions. Operational interruptions at one or more of our production facilities, particularly interruptions at our Trentwood facility in Spokane, Washington where our production of plate and sheet is concentrated, could cause substantial losses in our production capacity. Furthermore, because customers may be dependent on planned deliveries from us, customers that have to reschedule their own production due to our delivery delays may be able to pursue financial claims against us, and we may incur costs to correct such problems in addition to any liability resulting from such claims. Such interruptionsInterruptions may also harm our reputation among actual and potential customers, potentially resulting in a loss of business. To the extent these losses are not covered by insurance, our financial position, results of operations and cash flows may be adversely affected by such events.
Covenants and events of default in our debt instruments could limit our ability to undertake certain types of transactions and adversely affect our liquidity.
Our revolving credit facility and term loan facility containcontains negative and financial covenants and events of default that may limit our financial flexibility and ability to undertake certain types of transactions. For instance, we are subject to negative covenants that restrict our activities, including restrictions on creatingour ability to grant liens, engagingengage in mergers, consolidations and sales ofsell assets, incurring additional indebtedness, providing guaranties, engagingincur debt, engage in different businesses, making loansmake investments, pay dividends, and investments, making certain dividends, debt and other restricted payments, making certain prepayments of indebtedness, engaging in certain transactions with affiliates and entering into certain restrictive agreements.repurchase shares. If we fail to satisfy the covenants set forth in our revolving credit facility and term loan facility or anotheran event of default occurs under these facilities, the maturity of the loans could be accelerated or, in the case of the revolving credit facility, we could be prohibited from borrowing for our working capital needs.borrowing. If we cannot borrow under the loans are accelerated and we do not have sufficient cash on hand to pay all amounts due,revolving credit facility, we could be required to sell assets, to refinance allseek additional financing, if available, or a portion ofcurtail our indebtedness or to obtain additional financing. Refinancing may not be possible and additionaloperations. Additional financing may not be available on commercially acceptable terms, or at all. If we cannot borrow under the revolving credit facility is terminated and we do not have sufficient cash on hand to meet our working capital needs,pay any amounts outstanding under the facility, we would needcould be required to seeksell assets or to obtain additional financing, if available, or curtail our operations.financing.
We depend on our subsidiaries for cash to meet our obligations and pay any dividends.
We are a holding company. Our subsidiaries conduct all of our operations and own substantially all of our assets. Consequently, our cash flow and our ability to meet our obligations or pay dividends to our stockholders depend upon the cash flow of our subsidiaries and the payment of funds by our subsidiaries to us in the form of dividends, tax sharing payments or otherwise. Our subsidiaries’ ability to make any paymentprovide funding will depend on their earnings, the terms of their indebtedness (including the revolving credit facility and term loan facility), tax considerations and legal restrictions.
We may not be able to successfully implement our productivity and cost reduction initiatives.
As the economy and markets for our products move through economic downturns or supply otherwise begins to exceed demand through increases in capacity or reduced demand, it is increasingly important for us to be a low cost producer. Although we have
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We have undertaken and mayexpect to continue to undertake productivity and cost reduction initiatives to improve performance, including deployment of company-wide business improvement methodologies, such as our production system, the Kaiser Production System, which involves the integrated utilization of application and advanced process engineering and business improvement methodologies such as lean enterprise, total productive maintenanceLean Enterprise, Total Productive Manufacturing and six sigma. WeSix Sigma, we cannot assure you that all of these initiatives will be completed or beneficial to us or that any estimated cost saving from such activities will be fully realized. Even ifwhen we are able to generate new efficiencies successfully in the short to medium term, we may not be able to continue to reduce cost and increase productivity over the long term.
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Our profitabilitybusiness could be adversely affected by increases in the cost of raw materials.materials and freight.
The price of primary aluminum has historically been subject to significant cyclical price fluctuations, and the timing of changes in the market price of aluminum is largely unpredictable. Although our pricing of fabricated aluminum products is generally intended to pass the risk of price fluctuations on to our customers, we may not be able to pass on the entire cost of such increases to our customers or offset fully the effects of higher costs for other raw materials through the use of surcharges and other measures, which may cause our profitability to decline. There will also be a potential time lag between increases in prices for raw materials under our purchase contracts and the point when we can implement a corresponding increase in price under our sales contracts with our customers. As a result, we may be exposed to fluctuations in raw materialsmaterial prices, including aluminum, since, during the time lag, we may have to bear the additional cost of the price increase under our purchase contracts. If these events were to occur, they could have a material adverse effect on our financial position, results of operations and cash flows. Furthermore, we are party to arrangements based on fixed prices that include the primary aluminum price component, so that we bear the entire risk of rising aluminum prices, which may cause our profitability to decline. In addition, an increaseincreases in raw materialsmaterial prices may cause some of our customers to substitute other materials for our products over time, adversely affecting our results of operations due to both a decrease in the sales of fabricated aluminum products and a decrease in demand for the primary aluminum produced at Anglesey.
We are responsible for selling alumina to Anglesey in proportion to our ownership percentage at a predetermined price. Such alumina currently is purchased under contracts that extend through 2007 at prices that are tied to primary aluminum prices. We will need to secure a new alumina contract for the period after 2007. We cannot assure you that we will be able to secure a source of alumina at comparable prices. If we are unable to do so, our financial position, results of operations and cash flows associated with our primarydue to a decrease in the sales of fabricated aluminum business segment may be adversely affected.products.
The price volatility of energy costs may adversely affect our profitability.business.
Our income and cash flows depend on the margin above fixed and variable expenses (including energy costs) at which we are able to sell our fabricated aluminum products. The volatility in costs of fuel, principally natural gas, and other utility services, principally electricity, used by our production facilities affect operating costs. Fuel and utility prices have been, and will continue to be, affected by factors outside our control, such as supply and demand for fuel and utility services in both local and regional markets. The daily closing pricemarkets and the potential regulation of the front-month futures contract for natural gas per million British thermal units as reported on NYMEX ranged between $4.57 and $8.75 in 2004, between $5.79 and $15.38 in 2005 and between $4.20 and $10.63 in 2006. Typically, electricity prices fluctuate with natural gas prices which increases our exposure to energy costs.greenhouse gases. Future increases in fuel and utility prices may have ana material adverse effect on our financial position, results of operations and cash flows.
Our hedging programs may limit the income and cash flows we would otherwise expect to receive if our hedging program were not in place.place and may otherwise affect our business.
From time to time in the ordinary course of business, we may enter into hedging transactions to limit our exposure to price risks relating to primary aluminum prices, energy prices and foreign currency. To the extent that these hedging transactions fix prices or exchange rates and the prices for primary aluminum exceed the fixed or ceiling prices, established by these hedging transactions or energy costs or foreign exchange rates are below the fixed prices or rates established by these hedging transactions, our income and cash flows will be lower than they otherwise would have been.
The expiration Additionally, to the extent that primary aluminum prices, energy prices and/or foreign currency exchange rates deviate materially and adversely from fixed, floor or ceiling prices or rates established by outstanding hedging transactions, we fail to satisfy the covenants, or an event of default occurs under the terms of the power agreement for Anglesey mayunderlying documents, we could incur margin calls that could adversely affectimpact our liquidity and result in a material adverse effect on our financial position, results of operations and cash flows and affectflows. Conversely, we are exposed to risks associated with the credit worthiness of our hedging programs.
The agreement under which Anglesey receives power expires in September 2009, and the nuclear facility which supplies such power is scheduled to cease operations in late 2010. As of the date of this Report, Anglesey has not identifiedcounterparties. Non-performance by a source from which to obtain sufficient power to sustain its operationscounterparty could have a material adverse effect on reasonably acceptable terms thereafter, and we cannot assure you that Anglesey will be able to do so. If, as a result, Anglesey’s aluminum production is curtailed or its costs are increased, our cash flows may be adversely affected. In addition, any decrease in Anglesey’s production would reduce or eliminate the “natural hedge” against rising primary
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aluminum prices created by our participation in the primary aluminum market and, accordingly, we may deem it appropriate to increase our hedging activity to limit exposure to such price risks, potentially adversely affecting our financial position, results of operations and cash flows.
Uncertainty is expected to preclude recognition of future operating results of Anglesey and the distribution of dividends by Anglesey.
If Through the quarter ended September 30, 2009, Anglesey cannot obtainoperated under a power agreement that provided sufficient power to sustain its smelting operations at near-full capacity. This power agreement expired at the end of September 2009, and, despite Anglesey’s efforts to find a sustainable alternative to its power supply needs, no sources of power were identified to allow for the uninterrupted continuation of smelting operations will likely be shut down. Given the potential for future shut down and related costs, dividends from Anglesey have been suspended temporarily while Anglesey studies future cash requirements. The shut down may involve significant costs to Anglesey which would decrease or eliminate its ability to pay dividends. The process of shutting down operations may involve transition complications which may prevent Anglesey from operating at full capacity untilbeyond the expiration date of the power contract. As a result, Anglesey fully curtailed its smelting operations as of September 30, 2009. Although Anglesey commenced remelt and casting operations during the fourth quarter of 2009, unless we can determine that current or future operating results from Anglesey will be recoverable, we will not recognize future operating results from Anglesey. The expected inability to recognize future operating results of Anglesey and the continued lack of dividend income from Anglesey will adversely affect our financial position, results of operations and cash flows, may be negatively affected even beforerelative to our past performance.
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We are exposed to fluctuations in foreign currency exchange rates and interest rates, as well as inflation and other economic factors in the September 2009 expirationcountries in which we operate.
Economic factors, including inflation and fluctuations in foreign currency exchange rates and interest rates in the countries in which we operate, could affect our revenues, expenses and results of operations. In particular, lower valuation of the power contract.
U.S. dollar against other currencies, particularly the Canadian dollar, Euro and British Pound Sterling, may affect our profitability as some important raw materials are purchased in other currencies, while products generally are sold in U.S. dollars.
Our ability to keep key management and other personnel in place and our ability to attract management and other personnel may affect our performance.
We depend on our senior executive officers and other key personnel to run our business.business and design our compensation programs to attract and retain key personnel and facilitate our ability to develop effective succession plans. The loss of any of these officers or other key personnel or failure to attract key personnel could materially and adversely affect our succession planning and operations. Competition for qualified employees among companies that rely heavily on engineering and technology is intense, and the loss of qualified employees or an inability to attract, retain and motivate additional highly skilled employees required for the operation and expansion of our business could hinder our ability to improve manufacturing operations, conduct research activities successfully or develop marketable products.
Our production costs may increase and we may not sustain our sales and earnings if we failfailure to maintain satisfactory labor relations.relations could adversely affect our business.
A significant number of our employees are represented by labor unions under labor contracts with varying durations and expiration dates.dates, including labor contracts with the USW, covering five of our manufacturing locations. Employees represented by labor unions under labor contracts represented approximately 64% of our employees at December 31, 2009. In January 2010, we were successful in renegotiating the terms of a labor contract with the USW covering employees at our manufacturing locations in Newark, Ohio and Spokane, Washington and extending the term of such contract to September 2015. Contracts at six other manufacturing locations expire in 2010 through 2012. We may not be able to renegotiate or negotiate these or our other labor contracts when they expire on satisfactory terms or at all. A failureterms. As part of any negotiation, we may reach agreements with respect to do so may increasefuture wages and benefits that could materially and adversely affect our costs or cause us to limit or haltfuture financial position, results of operations before a new agreement is reached.and cash flows. In addition, our existing labor agreements may not prevent a strikenegotiations could divert management attention or result in union-initiated work actions, including strikes or work stoppage, and any work stoppagestoppages, that could have a material adverse effect on our financial position, results of operations and cash flows.
Moreover, the existence of labor agreements may not prevent such union-initiated work actions.
Our business is regulated by a wide variety of health and safety laws and regulations and compliance may be costly and may adversely affect our results of operations.business.
Our operations are regulated by a wide variety of health and safety laws and regulations. Compliance with these laws and regulations may be costly and could have a material adverse effect on our results of operations. In addition, these laws and regulations are subject to change at any time, and we can give you no assurance as to the effect that any such changes would have on our operations or the amount that we would have to spend to comply with such laws and regulations as so changed.
Environmental compliance, clean up and damage claims may decrease our cash flow and adversely affect our results of operations.business.
We are subject to numerous environmental laws and regulations with respect to, among other things: air and water emissions and discharges; the generation, storage, treatment, transportation and disposal of solid and hazardous waste; and the release of hazardous or toxic substances, pollutants and contaminants into the environment. Compliance with these environmental laws is and will continue to be costly.
Our continuing operations includingand certain of our former operations conducted prior to our emergence from chapter 11 bankruptcy, have subjected, and may in the future subject, us to fines, or penalties and expenses for alleged breaches of environmental laws and to obligations to perform investigations or clean up of the environment. We may also be subject to claims from governmental authorities or third parties related to alleged injuries to the environment, human health or natural resources, including claims with respect to waste disposal sites, the clean up of sites currently or formerly used by us or exposure of individuals to hazardous materials. Any investigation,clean-up or other remediation costs, fines or
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penalties, or costs to resolve third-party claims may be costlysignificant and could have a material adverse effect on our financial position, results of operations and cash flows.
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We have accrued, and will accrue, for costs relating to the above matters that are reasonably expected to be incurred based on available information. However, it is possible that actual costs may differ, perhaps significantly, from the amounts expected or accrued, and suchaccrued. Similarly, the timing of those expenditures may occur faster than anticipated. These differences could have a material adverse effect on our financial position, results of operations and cash flows. In addition, new laws or regulations or changes to existing laws and regulations may occur, including government mandated green initiatives and we cannot assure you as tolimitations on carbon emissions, that increase the amount that we would have to spend to comply with suchcost or complexity of compliance, including the increased regulation of greenhouse gas emissions. Difference in actual costs, the timing of payments for previously accrued costs and the impact of new or amended laws and regulations or the effects that they wouldmay have a material adverse effect on our financial position, results of operations and cash flows.
New governmental regulation relating to greenhouse gas emissions may subject us to significant new costs and restrictions on our operations.
Climate change is receiving increasing attention worldwide. Many scientists, legislators and others attribute climate change to increased levels of greenhouse gases, including carbon dioxide, which has led to significant legislative and regulatory efforts to limit greenhouse gas emissions. There are bills pending in Congress that would regulate greenhouse gas emissions through a cap-and-trade system under which emitters would be required to buy allowances to offset emissions of greenhouse gas. In addition, several states, including states where we have manufacturing plants, are considering various greenhouse gas registration and reduction programs. Certain of our manufacturing plants use significant amounts of energy, including electricity and natural gas, and certain of our plants emit amounts of greenhouse gas above certain minimum thresholds that are likely to be affected by existing proposals. Greenhouse gas regulation could increase the price of the electricity we purchase, increase costs for our use of natural gas, potentially restrict access to or the use of natural gas, require us to purchase allowances to offset our own emissions or result in an overall increase in our costs of raw materials, any one of which could significantly increase our costs, reduce our competitiveness in a global economy or otherwise negatively affect our business, operations or financial results. While future emission regulation appears likely, it is too early to predict how this regulation will affect our business, operations or financial results.
Other legal proceedings or investigations or changes in the laws and regulations to which we are subject may adversely affect our results of operations.business.
In addition to the environmental matters described above, we may from time to timetime-to-time be involved in, or be the subject of, disputes, proceedings and investigations with respect to a variety of matters, including matters related to health and safety, personal injury, employees, taxes and contracts, as well as other disputes and proceedings that arise in the ordinary course of business. It could be costly to defend againstaddress these claims or any investigations involving them, whether meritorious or not, and legal proceedings and investigations could divert management’s attention as well as operational resources, negatively affecting our financial position, results of operations and cash flows. It could also be costly to make payments on account of any such claims.
Additionally, as with the environmental laws and regulations, to which we are subject, the other laws and regulations which govern our business are subject to change at any time, and we cannot assure you astime. Compliance with changes to the amount that we would have to spend to comply with suchexisting laws and regulations as so changed or otherwise as to the effect that any such changes would have on our operations.
Product liability claims against us could result in significant costs or negatively affect our reputation and could adversely affect our results of operations.
We are sometimes exposed to warranty and product liability claims. We cannot assure you that we will not experience material product liability losses arising from such claims in the future. We generally maintain insurance against many product liability risks but we cannot assure you that our coverage will be adequate for liabilities ultimately incurred. In addition, we cannot assure you that insurance will continue to be available to us on terms acceptable to us. A successful claim that exceeds our available insurance coverage could have a material adverse effect on our financial position, results of operations and cash flows.
Product liability claims against us could result in significant costs and could adversely affect our business.
We are sometimes exposed to warranty and product liability claims. While we generally maintain insurance against many product liability risks, a successful claim that is not insured, exceeds our available insurance coverage, or is no longer fully insured as a result of the insolvency of one or more of the underlying carriers could have a material adverse effect on our financial position, results of operations and cash flows.
Our Trentwoodrod, bar, and tube investment projects and other expansion projectprojects may not be completed as scheduled.
We are currently engaged in various investment projects, including investment in our rod, bar, and tube value stream to, among other things, develop and complete the processstart-up of a $105 millionproduction facility in Kalamazoo, Michigan and various other expansion of production capacity and gauge capability at our Trentwood facility. While the project is currently on schedule to be completed in 2008, with substantially all costs being incurred in 2006 and 2007, ourprojects. Our ability to fully complete this project,these projects, and the timing and costs of doing so, are subject to various risks associated with all major construction projects, many of which are beyond our control, including technical or mechanical problems.problems, economic conditions and permitting. If we are unable to fully complete this projectthese projects or if the actual costs for this projectthese projects exceed our current expectations, our financial position, results of operations and cash flows wouldcould be adversely affected. In addition, we have contracts currently in place expected to be fulfilled with production from the expanded facility. If completion of the expansion is significantly delayed or the expansion is not fully completed, we may not be able to meet shipping deadlines on time or at all, which would adversely affect our results of operations, may lead to litigation and may damage our relationships with these customers and our reputation generally.
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We may not be able to successfully execute our strategy of growth through acquisitions.
A component of our growth strategy is to acquire fabricated products assets in order to complement our product portfolio. Our ability to do so will be dependent upon a number of factors, including our ability to identify acceptable acquisition candidates, consummate acquisitions on favorable terms, successfully integrate acquired
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assets, obtain financing to fund acquisitions and support our growth and many other factors beyond our control. Risks associated with acquisitions include those relating to:
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| | • | | diversion of management’s time and attention from our existing business; |
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| | • | | challenges in managing the increased scope, geographic diversity and complexity of operations; |
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| | • | | difficulties in integrating the financial, technological and management standards, processes, procedures and controls of the acquired business with those of our existing operations; |
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| | • | | liability for known or unknown environmental conditions or other contingent liabilities not covered by indemnification or insurance; |
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| | • | | greater than anticipated expenditures required for compliance with environmental or other regulatory standards or for investments to improve operating results; |
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| | • | | difficulties in achieving anticipated operational improvements; |
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| | • | | incurrence of additional indebtedness to finance acquisitions or capital expenditures relating to acquired assets; and |
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| | • | | issuance of additional equity, which could result in further dilution of the ownership interests of existing stockholders. |
We may not be successful in acquiring additional assets, and any acquisitions that we do consummate may not produce the anticipated benefits or may have adverse effects on our financial position, results of operations and cash flows.
Our effective income tax rate could increase and materially adversely affect our business.
We operate in multiple tax jurisdictions and pay tax on our income according to the tax laws of these jurisdictions. Various factors, some of which are beyond our control, determine our effective tax rate and/or the amount we are required to pay, including changes in or interpretations of tax laws in any given jurisdiction, our ability to use net operating losses and tax credit carry forwards and other tax attributes, changes in geographical allocation of income and expense, and our judgment about the realizability of deferred tax assets. Such changes to our effective tax rate could materially adversely affect our financial position, liquidity, results of operations and cash flows.
InExposure to additional income tax liabilities due to audits could materially adversely affect our 2005Form 10-K,business.
Due to our size and the nature of our business, we have reported one material weakness relatingare subject to hedge accountingongoing reviews by taxing jurisdictions on various tax matters, including challenges to various positions we assert on our income tax and withholding tax returns. We accrue income tax liabilities and tax contingencies based upon our best estimate of the taxes ultimately expected to be paid after considering our knowledge of all relevant facts and circumstances, existing tax laws, our experience with previous audits and settlements, the status of current tax examinations and how the tax authorities view certain issues. Such amounts are included in our internal controltaxes payable or other non-current liabilities, as appropriate, and updated over financial reporting, which resultedtime as more information becomes available. We record additional tax expense in the restatementperiod in which we determine that the recorded tax liability is less than the ultimate assessment we expect. We are currently subject to audit and review in a number of our financial statements, and one significant deficiency.
During the first quarter of 2006 as part of the reporting and closing process relating to the preparation of our December 31, 2005 financial statements,jurisdictions in which we concluded that our controls and procedures were not effective as of December 31, 2005 because due to a material weakness in internal control over financial reporting existed relating to our accounting for derivative financial instruments. A material weakness is a control deficiency, or combination of control deficiencies, that results in more than a remote likelihood that a material misstatement of our annual or interim financial statements would not be prevented or detected. We concluded that our procedures relating to hedging transactions were not designed effectively and that our documentation did not comply with certain accounting rules, thus requiring us to account for our derivatives on amark-to-market basis. While we are working to modify our documentation and requalify certain derivative transactions for treatment as hedges,operate and have engaged outside experts to perform periodic reviews, we cannot assure youbeen advised that such improved controls will prevent any or all instances of non-compliance. As a result of the material weakness, we restated our financial statements for the quarters ended March 31, 2005, June 30, 2005 and September 30, 2005, to reflectmark-to-market accounting. See Part II, Item 9A, “Controls and Procedures” in this Report for more information. Until we requalify our derivatives for hedge accounting treatment, we will not consider this matter to be fully remediated.
We also concluded that the appropriate post-emergence accounting treatment for payments made in 2005 to the voluntary employees’ beneficiary association trusts, or VEBAs, created in connection with our chapter 11 reorganization required presentation of VEBA payments as a reduction of pre-petition retiree medical obligations rather than as a period expense, as we had concluded in prior quarters. Our prior treatment of VEBA payments was identified as a significant deficiency in our internal control over financial reporting at December 31, 2005. We corrected this deficiency during the preparation of our December 31, 2005 financial statements and, accordingly, such deficiency did not exist at the end of the subsequent periods.
Although we believe we have or will address these issues with the remedial measures that we have implemented or plan to implement, the measures we have taken to date and any future measuresfurther audits may not be effective, and we may not be able to implement and maintain effective internal control over financial reportingcommence in the future. In addition, other deficiencies in our internal controls may be discovered in the future.
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Any failure to correct the material weakness or to implement new or improved controls, or difficulties encountered in their implementation, could cause us to fail to meet our reporting obligations or result in material misstatements in our financial statements. Any such failure also could affect the ability of our management to certify that our internal controls are effective when it provides an assessment of our internal control over financial reporting, and could affect the results of our independent registered public accounting firm’s attestation report regarding our management’s assessment. Inferior internal controls and further related restatements could also cause investors to lose confidence in our reported financial information, which could have a negative effect on the trading price of our stock.next 12 months.
We will beare exposed to risks relating to evaluations of controls required by Section 404 of theSarbanes-Oxley Act of 2002.
We are required to comply with Section 404 of the Sarbanes-Oxley Act of 2002 by no later than2002. While we have concluded that at December 31, 2007. We are2009, we have no material weaknesses in the process of evaluating our internal controls systems to allow management to report on, and our independent auditors to audit, our internal controls over financial reporting. We will be performing the system and process evaluation and testing (and any necessary remediation) required to comply with the management certification and auditor attestation requirements of Section 404. However,reporting we cannot be certain as toassure you that we will not have a material weakness in the timing of completion of our evaluation, testing and remediation actions or the impact of the same on our operations. Furthermore, upon completion of this process, we may identify control deficiencies of varying degrees of severity under applicable Securities and Exchange Commission, or SEC, and Public Company Accounting Oversight Board rules and regulations that remain unremediated. We will be required to report, among other things, control deficiencies that constitute a “material weakness” or changes in internal controls that, or are reasonably likely to, materially affect internal controls over financial reporting.future. A “material weakness” is a control deficiency, or combination of significant deficiencies, that results in more than a remote likelihood that a material misstatement of the annual or interim financial statements will not be prevented or detected. If we fail to implementmaintain a system of internal controls over financial reporting that meets the requirements of Section 404, in a timely manner, we might be subject to sanctions or investigation by regulatory authorities such as the SEC or by NASDAQ.the Nasdaq Stock Market LLC. Additionally, failure to comply with Section 404 or the report by us of a material weakness may cause investors to lose confidence in our financial statements and our stock price may be adversely affected. If we fail to remedy any material weakness, our financial
17
statements may be inaccurate, we may be subject to increase in insurance costs, we may not have access to the capital markets, and our stock price may be adversely affected.
We may not be able to adequately protect proprietary rights to our technology.
Our success will depend in part upon our proprietary technology and processes. Although we attempt to protect our intellectual property through patents, trademarks, trade secrets, copyrights, confidentiality and nondisclosure agreements and other measures, these measures may not be adequate to protect such intellectual property, particularly in foreign countries where the laws may offer significantly less intellectual property protection than is offered by the laws of the United States. In addition, any attempts to enforce our intellectual property rights, even if successful, could result in costly and prolonged litigation, divert management’s attention and adversely affect incomeour results of operations and cash flows. Failure to adequately protectThe unauthorized use of our intellectual property may adversely affect our results of operations as our competitors would be able to utilize such property without having had to incur the costs of developing it, thus potentially reducing our relative profitability. Furthermore, we may be subject to claims that our technology infringes the intellectual property rights of another. Even if without merit, those claims could result in costly and prolonged litigation, divert management’s attention and adversely affect our incomeresults of operations and cash flows. In addition, we may be required to enter into licensing agreements in order to continue using technology that is important to our business. However, we may be unable to obtain license agreements on acceptable terms, which could negatively affect our financial position, results of operations and cash flows.
We may not be able to utilize all of our net operating loss carry-forwards.
We have net operating loss carry-forwards and other significant U.S. tax attributes that we believe could offset otherwise taxable income in the United States. We believe that these tax attributes could together offset in the range of $975 to $1,050 million of otherwise taxable income. This matter will, however, not be better determinable until the completion of our 2006 income tax return analysis during mid/late 2007. The amount of net operating loss carry-
20
forwardscarry-forwards available in any year to offset our net taxable income will be reduced or eliminated if we experiencefollowing a “changemore than 50% change in ownership during any period of ownership”36 consecutive months (an “ownership change”) as defined indetermined under the Internal Revenue Code.Code of 1986 (the “Code”). We have entered into a stock transfer restriction agreement with our largest stockholder, a VEBAvoluntary employee’s beneficiary association, or “VEBA”, that provides benefits for certain eligible retirees represented by certain unions and their spouses and eligible dependents (which we refer to as the Union VEBA)“Union VEBA”), and our certificate of incorporation prohibitswas amended to prohibit and voidsvoid certain transfers of our common stock in order tostock. Both reduce the risk that aan ownership change of ownership will jeopardize our net operating loss carry-forwards. Because U.S. tax law limits the time during which carry-forwards may be applied against future taxes, we may not be able to take full advantage of the carry-forwards for federal income tax purposes. In addition, thefederal and state tax laws pertaining to net operating loss carry-forwards may be changed from time to time such that the net operating loss carry-forwards may be reduced or eliminated. If the net operating loss carry-forwards become unavailable to us or are fully utilized, our future income will not be shielded from federal and state income taxation, thereby reducingand the funds otherwise available for general corporate purposes.purposes would be reduced.
Our current common stock has a limited trading historyTransfer restrictions and a small public float which may limit development of a market for our common stock and increase the likelihood of significant volatility inother factors could hinder the market for our common stock.
In order to reduce the risk that anyan ownership change in our ownership would jeopardize the preservation of our U.S. federal income tax attributes, including net operating loss carry-forwards, for purposes of Sections 382 and 383 of the Internal Revenue Code, upon emergence from chapter 11 bankruptcy, we entered into a stock transfer restriction agreement with our largest stockholder, the Union VEBA, and amended and restated our certificate of incorporation to include restrictions on transfers involving 5% ownership. These transfer restrictions couldmay make our stock less attractive to large institutional holders, discourage potential acquirers from attempting to take over our company, limit the price that investors might be willing to pay for shares of our common stock and otherwise hinder development of an activethe market for our common stock. In addition,
We could engage in or approve transactions involving our common shares that inadvertently impair the market priceuse of our federal income tax attributes.
Section 382 of the Code affects our ability to use our federal income tax attributes, including our net operating loss carry-forwards, following a more than 50% change in ownership during any period of 36 consecutive months, an ownership change, as determined under the Code. Certain transactions may be included in the calculation of an ownership change, including transactions involving our repurchase or issuance of our common stockshares. When we engage in or approve any transaction involving our common shares that may be subjectincluded in the calculation of an ownership change, our practice is to first perform the calculations necessary to confirm that our ability to use our federal income tax attributes will not be affected. These calculations are complex and reflect certain necessary assumptions. Accordingly, it is possible that we could approve or engage in a transaction involving our common shares that causes an ownership change and inadvertently impair the use of our federal income tax attributes.
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We could engage in or approve transactions involving our common shares that adversely affect significant fluctuations in response to numerous factors, including variationsstockholders.
Under the transfer restrictions in our annualcertificate of incorporation, our 5% stockholders are, in effect, required to seek the approval of, or quarterly financial resultsa determination by, our Board of Directors before they engage in transactions involving our common stock. We could engage in or thoseapprove transactions involving our common stock that limit our ability to approve future transactions involving our common stock by our 5% stockholders in accordance with the transfer restrictions in our certificate of incorporation without impairing the use of our competitors, changesfederal income tax attributes. In addition, we could engage in or approve transactions involving our common stock that cause stockholders owning less than 5% to become 5% stockholders, resulting in those stockholders having to seek the approval of, or a determination by, financial analystsour Board of Directors under our certificate of incorporation before they could engage in their estimates offuture transactions involving our future earnings, substantial amountscommon stock. For example, share repurchases reduce the number of our common stock being sold into the public markets upon the expiration of share transfer restrictions, which expire in July 2016, or upon the occurrence of certain events relatingshares outstanding and could cause a stockholder holding less than 5% to U.S. tax benefits available under section 382 of the Internal Revenue Code, conditions in the economy in general or in the fabricated aluminum products industry in particular or unfavorable publicity.
become a 5% stockholder even though it has not acquired any additional shares.
Our net sales, operating results and profitability may vary from periodfail to period, which may lead to volatility inmeet investor expectations and the trading price of our stock.stock may decline due to a variety of factors beyond our control.
Our financial and operating results may be significantly below the expectations of public market analysts and investors and the price of our common stock may decline due to the following factors:factors beyond our control, including, among others:
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| | • | | volatility in the spot market for primary aluminum and energy costs; |
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| | • | | changes in the volume, price and mix of the products we sell; |
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| • | | our annual accruals for variable payment obligations to the Union VEBA and another VEBA that provides benefits for certain other eligible retirees and their surviving spouses and eligible dependents (which we refer to as the Salaried VEBA)“Salaried VEBA”); |
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| | • | | non-cash charges includinglast-in, first-out, or LIFO,“LIFO”, inventory charges and impairments;impairments, lower of cost or market valuation adjustments to inventory, mark-to-market gains and losses related to our derivative transactions and impairments of fixed assets and investments; |
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| | • | | U.S. and global economic conditions; |
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| | • | | unanticipated interruptions of our operations for any reason;operations; |
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| | • | | variations in the maintenance needs for our facilities; |
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| | • | | unanticipated changes in our labor relations; |
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| • | | cyclical aspects impacting demand for our products; and |
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| | • | cyclical aspects impacting demand for our products. | reductions in defense spending. |
Our annual variable payment obligationobligations to the Union VEBA and Salaried VEBA are linked with our profitability, which means that not all of our earnings will be available to our stockholders.
We are obligated to make annual payments to the Union VEBA and Salaried VEBA calculated based on our profitability and therefore not all of our earnings will be available to our stockholders. The aggregate amount of our
21
annual payments to these VEBAs is capped however at $20 million and is subject to other limitations. As a result of these payment obligations, our earnings and cash flows may be reduced. In connection with the renegotiation and entry of a labor agreement with the USW, we agreed to extend our obligation to make annual payments to the Union VEBA to September 30, 2017. Although our obligation to make annual payments to the Union VEBA terminates for periods beginning after September 30, 2017, the Union VEBA or other groups representing our current and future retired hourly employees may seek to extend our obligation beyond the termination date. Any such extension could have a material adverse effect on our financial position, results of operations and cash flows.
A significant percentage of our stock is held by the Union VEBA which may exert significant influence over us.
The Union VEBA currently owns 26.7%approximately 24% of our outstanding common stock.stock as of February 15, 2010. As a result, the Union VEBA has significant influence over matters requiring stockholder approval, including the composition of our boardBoard of directors.Directors. Further, to the extent that the Union VEBA and other substantial stockholders were to act in concert, they could potentially control any action taken by our stockholders. This concentration of ownership could also facilitate or hinder proxy contests, tender offers, open market purchase programs, mergers or other purchases of our common stock that might otherwise give stockholders the
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opportunity to realize a premium over the then prevailing market price of our common stock or cause the market price of our common stock to decline. We cannot assure you that the interests of our major stockholders will not conflict with our interests or the interests of our other investors.
The USW has director nomination rights through which it may influence us, and USW interests may not align with our interests or the interests of our other investors.
Pursuant to an agreement,agreements between the United Steel, PaperCompany and Forestry, Rubber, Manufacturing, Energy, Allied Industrial and Service Workers International Union, AFL-CIO, CLC, orthe USW, the USW has been granted rightsthe right to nominate candidates which, if elected, would constitute 40% of our Board of Directors through September 30, 2015 at which time the candidatesUSW is required to be submittedcause any director nominated by the USW to submit his or her resignation to our stockholders for election toBoard of Directors, which submission our boardBoard of directors.Directors may accept or reject in its discretion. As a result, the directors nominated by the USW may have a significant voice in the decisions of our Board of Directors. It is possible that the USW may seek to extend the term of the agreement and its right to nominate board of directors.
members beyond 2015.
We doPayment of dividends may not currently anticipate paying any dividends,continue in the future and our payment of dividends and stock repurchases are subject to restriction.
We have not declared orIn June 2007, our Board of Directors initiated the payment of a regular quarterly cash dividend. A quarterly cash dividend has been paid any cash dividends on our common stock since we filed chapter 11 bankruptcy in 2002. We currently intend to retain all earnings for the operation and expansion of our business and do not currently anticipate paying any dividends on our common stock.each subsequent quarter. The future declaration and payment of dividends, if any, in the future will be at the discretion of the boardBoard of directorsDirectors and will be dependent upondepend on a number of factors, including our results, of operations, financial condition, anticipated cash requirements, future prospects and other factors. Accordingly, from timeability to time, the board may declare dividends, though wesatisfy conditions reflected in our revolving credit facility. We can give you no assurance that dividends will be declared and paid in this regard. Moreover,the future. Our revolving credit facility, as amended on January 9, 2009, restricts our ability to pay any dividends and prohibits us from repurchasing our common shares. Under our revolving credit facility, we may pay cash dividends only if we maintain $100 million in borrowing availability and our term loan facility restrict our ability to declare or pay dividends or repurchase any shares of our common stock.are not in default. In addition, significant repurchases of our shares of common stock may jeopardize the preservation of our federal income tax attributes, including our net operating loss carry-forwards.
revolving credit facility, as amended, limits dividends during any fiscal year to an aggregate amount not to exceed $25 million.
Our certificate of incorporation includes transfer restrictions that may void transactions in our common stock effected by 5% stockholders.
Our certificate of incorporation places restrictions onrestricts the transfer of our equity securities if either (1) the transferor holds 5% or more of the fair market value of all of our issued and outstanding equity securities or (2) as a result of the transfer, either any person would become such a 5% stockholder or the percentage stock ownership of any such 5% stockholder would be increased. These restrictions are subject to exceptions set forth in our certificate of incorporation. Any transfer that violates these restrictions is void and will be unwound as provided in our certificate of incorporation. Moreover, as indicated below, these provisions may make our stock less attractive to large institutional holders, and may also discourage potential acquirers from attempting to take over our company. As a result, these transfer restrictions may have the effect of delaying or deterring a change of control of our company and may limit the price that investors might be willing to pay in the future for shares of our common stock.
Delaware law, our governing documents and the stock transfer restriction agreement we entered into as part of our Plan may impede or discourage a takeover, which could adversely affect the value of our common stock.
Provisions of Delaware law, our certificate of incorporation and the stock transfer restriction agreement with the Union VEBA may have the effect of discouragingdiscourage a change of control of our company or deterringdeter tender offers
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for our common stock. We are currently subject to anti-takeover provisions under Delaware law. These anti-takeover provisions impose various impediments to the ability of a third party to acquire control of us, even if a change of control would be beneficial to our existing stockholders.us. Additionally, provisions of our certificate of incorporation and bylaws impose various procedural and other requirements, which could make it more difficult for stockholders to effect somecertain corporate actions. For example, our certificate of incorporation authorizes our boardBoard of directorsDirectors to determine the rights, preferences and privileges and restrictions of unissued shares of preferred stock without any vote or action by our stockholders. Thus,As a result, our boardBoard of directorsDirectors can authorize and issue shares of preferred stock with voting or conversion rights that could adversely affect the voting or other rights of holders of common stock. Our certificate of incorporation also divides our boardBoard of directorsDirectors into three classes of directors who serve for staggered terms. A significant effect of a classified boardBoard of directorsDirectors may be to deter hostile takeover attempts because an acquirer could experience delays in replacing a majority of directors. Moreover, stockholders are not permitted to call a special meeting. As indicated above, ourOur certificate of incorporation prohibits certain transactions in our common stock involving 5% stockholders or parties who would become 5% stockholders as a result of the transaction. In addition, we are party to a stock transfer restriction agreement with the Union VEBA which limits its ability to transfer our common stock. The general effect of the transfer restrictions in the stock transfer restriction agreement and our certificate of incorporation is to ensure that a change in ownership of more than 45% of our outstanding common stock cannot occur in any three-year period.period without the consent of our Board of Directors. These rights and provisions may have the effect of delaying or deterring a change of control of our company and may limit the price that investors might be willing to pay in the future for shares of our common stock.
Item 1B.Unresolved Staff Comments
None.
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Item 1B. | Unresolved Staff Comments |
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Item 2.Properties
None.
The locations and general character of the principal plants and other materially important physical properties relating to our operationsFabricated Products business unit are described in Item 1. “Business — Business Operations” and those descriptions are incorporated herein by reference. We own in fee or lease all the real estate and facilities used in connection with our business.below:
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| Location | | Square footage | | | Owned or Leased | |
| Chandler, Arizona | | | 93,000 | | | Leased(1) |
| Greenwood, South Carolina | | | 185,000 | | | Owned |
| Jackson, Tennessee | | | 310,000 | | | Owned |
| Kalamazoo, Michigan | | | 465,000 | | | Leased(2) |
| London, Ontario (Canada) | | | 265,000 | | | Owned |
| Los Angeles, California | | | 183,000 | | | Owned |
| Newark, Ohio | | | 1,293,000 | | | Owned |
| Richland, Washington | | | 45,000 | | | Leased(3) |
| Richmond (Bellwood), Virginia | | | 443,000 | | | Owned |
| Plainfield, Illinois | | | 80,000 | | | Leased(4) |
| Sherman, Texas | | | 313,000 | | | Owned |
| Spokane, Washington | | | 2,854,000 | | | Owned/Leased(5) |
| Tulsa, Oklahoma | | | 28,000 | | | Owned (6) |
| | | | | | | |
| Total | | | 6,557,000 | | | | | |
| | | | | | | |
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| (1) | | The Chandler, Arizona facility is subject to a land lease with a primary lease term that expires in 2033. We have certain extension rights in respect of the Chandler, Arizona lease. |
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| (2) | | The Kalamazoo, Michigan facility is subject to a lease with a 2033 expiration date. |
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| (3) | | The Richland, Washington facility is subject to a lease with a 2011 expiration date, subject to certain extension rights held by us. |
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| (4) | | The Plainfield, Illinois facility is subject to a lease with a 2010 expiration date and a renewal option subject to certain terms and conditions. |
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| (5) | | 2,733,000 square feet is owned and 121,000 square feet is subject to a lease with a 2010 expiration date and a renewal option subject to certain terms and conditions. |
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| (6) | | We closed the Tulsa, Oklahoma facility in December 2008. |
Plants and equipment and other facilities are generally in good condition and suitable for their intended uses.
All but three of our fabricated aluminum production facilities are owned by usand/or our subsidiaries. The Chandler, Arizona facility is subject to a lease with a primary lease term that expires in 2033. We have certain extension rights in respect of the Chandler lease. The Richland, Washington facility is subject to a lease with a 2011 expiration date, subject to certain extension rights held by us. The Los Angeles facility is subject to a lease with a 2014 expiration date.
Our corporate headquarters and primary place of business is located in Foothill Ranch, California, is a leased facility consisting of 21,500 square feet at December 31, 2009. In November 2009, we amended the term of the existing lease agreement, effective January 2010, to expand the leased square footage to approximately 25,000 and is leased.to extend the term of the lease to June 2016.
Our obligations under the revolving credit facility and the term loan facility are secured by, among other things, liens on our U.S. production facilities. See Note 57 of Notes to Consolidated Financial Statements included in Item 8. “Financial Statements and Supplementary Data” for further discussion.
This Item may contain statements which constitute “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. See Item 1. “Business — Forward-Looking Statements” of this Report for cautionary information with respect to such forward-looking statements. Such cautionary information should be read as applying to all forward-looking statements whenever they appear in this Report, including this Item. Forward-looking statements are not guarantees of future performance and involve significant risks and uncertainties. Actual results may vary from those in forward-looking statements as a result of a number of factors including those we discuss in this Item, in Item 1A. “Risk Factors” and elsewhere in this Report.3.Legal Proceedings
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Reorganization Proceedings
The discussion in Item 1. “Business — Emergence from Reorganization Proceedings” and Notes 2 and 14 of Notes to Consolidated Financial Statements included in Item 8. “Financial Statements and Supplementary Data” are incorporated herein by reference. Pursuant to our Plan, on July 6, 2006, the pre-petition ownership interests of Kaiser were cancelled without consideration and approximately $4.4 billion of pre-petition claims against us, including claims in respect of debt, pension and postretirement medical obligations and asbestos and other tort liabilities were resolved on our emergence from chapter 11 bankruptcy.
None.
Other EnvironmentalItem 4.Submission of Matters to a Vote of Security Holders
We have been working with regulatory authorities and performing studies and remediation pursuant to several consent orders with the State of Washington relating to the historical use of oils containing polychlorinated byphenyls, or PCBs, at our Trentwood facility in Spokane, Washington before 1978. During April 2004, weNo matters were served with a subpoena for documents and notified by Federal authorities that they were investigating certain environmental compliance issues with respect to our Trentwood facility in the State of Washington. In early 2007, we received a letter from the regulatory authorities confirming that their investigation had been closed.
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Item 4. | Submission of Matters to a Vote of Security Holders |
No matter was submitted to a vote of our security holders during the fourth quarter of 2006.2009.
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PART II
PART IIItem 5. Market for Registrant’s Common Equity and Related Stockholder Matters and Issuer Purchases of Equity Securities
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Item 5. | Market for Registrant’s Common Equity and Related Stockholder Matters |
Market Information
Our outstanding common stock is traded on the Nasdaq Global Select Market under the ticker symbol “KALU.”
The following table sets forth the high and low sale prices of our common stock for each quarterly period since such common stock began trading on the Nasdaq Global Market on July 7, 2006.for fiscal years 2008 and 2009:
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| | | High | | | Low | |
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| Fiscal 2006 | | | | | | | | |
| Third quarter (from July 7, 2006) | | $ | 44.50 | | | $ | 37.50 | |
| Fourth quarter | | $ | 62.00 | | | $ | 43.50 | |
| | | | | | | | | |
| | | High | | Low |
| Fiscal 2008 | | | | | | | | |
| First quarter. | | $ | 79.84 | | | $ | 56.67 | |
| Second quarter | | $ | 76.46 | | | $ | 53.23 | |
| Third quarter. | | $ | 55.49 | | | $ | 41.89 | |
| Fourth quarter | | $ | 43.00 | | | $ | 15.01 | |
| Fiscal 2009 | | | | | | | | |
| First quarter. | | $ | 29.24 | | | $ | 16.36 | |
| Second quarter | | $ | 37.41 | | | $ | 22.19 | |
| Third quarter. | | $ | 41.65 | | | $ | 29.76 | |
| Fourth quarter | | $ | 43.59 | | | $ | 33.15 | |
Holders
As of February 28, 2007,15, 2010, there were 494approximately 620 holders of record of our common stock.
Dividends
We have not paid anyCommencing June 2007, our Board of Directors initiated the declaration of regular quarterly cash dividends onto holders of our common stock, duringincluding the two most recent fiscal years. We currently intendholders of restricted stock. Such dividend declarations also resulted in the payment of dividend equivalents to retain all earnings for the operationholders of certain restricted stock units and expansionthe holders of performance shares with respect to one half of the performance shares issued under our equity and performance incentive plan. Dividends declared were $.18 per common share per quarter until June 2008, at which time our Board of Directors increased the quarterly cash dividend to $.24 per common share per quarter. Total cash dividends (and dividend equivalents) paid in 2009, 2008 and 2007 were $.96 per share (or $19.6 million), $.84 per common share (or $17.2 million) and $.36 per common share (or $7.4 million), respectively.
In January 2010, our Board of Director declared another quarterly cash dividend of $.24 per common share, or $4.9 million, to holders of record at the close of business and do not currently anticipate paying any dividends on our common stock. TheJanuary 25, 2010, which was paid on or about February 12, 2010.
Future declaration and payment of dividends, if any, in the future will be at the discretion of the boardBoard of directorsDirectors and will be dependent upon our results of operations, financial condition, cash requirements, future prospects and other factors. Accordingly, from time to time, the board may declare dividends, though weWe can give no assurance that any dividends will be declared or paid in this regard. Thethe future. Our revolving credit facility, and the term loan facility currently restrictas amended on January 9, 2009, restricts our ability to pay any dividends or purchase any of our stock. Under these credit arrangements, wedividends. We may pay cash dividends only if we maintain $100 million in borrowing availability thereunder and are not in default or would not be in default as a result of the dividends;dividend payment, and to an amount based on a portion of cumulative earnings, net ofsuch dividends as adjusted for certain other cash inflows.cannot exceed $25 million during any fiscal year.
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Stock Performance Graph
The following graph showscompares the change in our cumulative total shareholder return for the period from July 7, 2006 to December 31, 2006, based on the market price of ourCompany’s common stock compared with: (1)(i) the Dow-Jones Wilshire 5000Russell 2000, and (2)(ii) the S & P Smallcap&P SmallCap 600. The graph assumes a total(i) an initial investment of $100 as of July 7, 2006, the first day on which the Company’s common stock began trading on the Nasdaq Stock Market, and shows a “Total Return” that assumes(ii) reinvestment of dividends, if any.all dividends. The performance on the following graph is not necessarily indicative of future performance of our stock price.
COMPARISON OF 642 MONTH CUMULATIVE TOTAL RETURN*
Among Kaiser Aluminum Corporation, The Dow Jones Wilshire 5000S&P Smallcap 600 Index
And The S & P Smallcap 600Russell 2000 Index
* $100 invested on 7/7/06 in stock or on 6/30/06 in index-including reinvestment of dividends.
Fiscal year ending December 31.
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| * | | $100 invested on 7/7/06 in stock or index, including reinvestment of dividends. Fiscal year ending December 31. |
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| | Copyright© 2010 S&P, a division of The McGraw-Hill Companies Inc. All rights reserved. |
Our performance graph reflects the cumulative return of (i) the Dow Jones Wilshire 5000,Russell 2000, a broad equity market index that includes companies whose equity securitiesof which we are traded on the Nasdaq Global Marketa component and (ii) the S&P SmallcapSmallCap 600. We elected to use the latterS&P SmallCap 600 index after determining that no published industry or line-of-business indexes whereindices were closely enough related to our industry or business to provide a reasonable basis for comparison. Similarly, we determined that we could not identify comparables to include in a peer group that would provide a reasonable basis for comparison and that, as a result, an index consisting of companies with similar market capitalizations was appropriate.
Issuer Repurchases of Equity Securities
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Item 6. | Selected Financial Data |
In June 2008, our Board of Directors authorized the repurchase of up to $75 million of our common shares, with repurchase transactions to occur in open-market or privately negotiated transactions at such times and prices as management deemed appropriate and to be funded with our excess liquidity after giving consideration to internal and external growth opportunities and future cash flows. The tableprogram may be modified, extended or terminated by our Board of Directors at page 28 of Item 7. “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and Note 11 of Notesany time. All shares repurchased under this stock repurchase program were treated as treasury shares. In January 2009, we entered into an amendment to Consolidated Financial Statements, and Five-Year Financial Data included in Item 8. “Financial Statements and Supplementary Data” are incorporated herein by reference.
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Item 7. | Management’s Discussion and Analysis of Financial Condition and Results of Operations |
This Item may contain statements which constitute “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. See Item 1 — “Business — Forward-Looking Statements” forour revolving credit facility that prohibits us from repurchasing our common shares. As a result, we can no longer repurchase our common shares or withhold common shares to satisfy employee minimum statutory withholding obligations without lender approval.
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cautionary information with respect to such forward-looking statements. Such cautionary information should be read as applying to all forward-looking statements wherever they appear in this Report, including this Item. Forward-looking statements are not guarantees of future performance and involve significant risks and uncertainties. Actual results may vary from those in the forward-looking statements as a result of a number of factors, including those we discuss in this Item in Item 1A. “Risk Factors” and elsewhere in this Report.6.Selected Financial Data
In the discussion of operating results below, certain items are referred to as non-run-rate items. For purposes of such discussion, non-run-rate items are items that, while they may recur from period to period, are (1) particularly material to results, (2) affect costs as a result of external market factors, and (3) may not recur in future periods if the same level of underlying performance were to occur. Non-run-rate items are part of our business and operating environment but are worthy of being highlighted for benefit of the users of the financial statements. Our intent is to allow users of the financial statements to consider our results both in light of and separately from fluctuations in underlying metal prices.
Emergence from Reorganization Proceedings
As more fully discussed in Note 14 of Notes to Consolidated Financial Statements included in Item 8. “Financial Statements and Supplementary Data” during the past four years, Kaiser and 25 of its subsidiaries operated under chapter 11 of the United States Bankruptcy Code under the supervision of the United States Bankruptcy Court for the District of Delaware.
As outlined in Notes 2 and 14 of Notes to Consolidated Financial Statements, included in Item 8. “Financial Statements and Supplementary Data,” pursuant to our Second Amended Plan of Reorganization, or our Plan, we emerged from chapter 11 bankruptcy on July 6, 2006 with all of our fabricated products facilities and operations and a 49% interest in Anglesey, which owns a smelter in the United Kingdom. Pursuant to our Plan, all material pre-petition debt, pension and postretirement medical obligations and asbestos and other tort liabilities, along with other pre-petition claims (which in total aggregated at June 30, 2006 approximately $4.4 billion), were addressed and resolved. Pursuant to our Plan, all of the equity interests of Kaiser’s pre-emergence stockholders were cancelled without consideration. Equity of the newly emerged Kaiser was issued and delivered to a third-party disbursing agent for distribution to claimholders pursuant to our Plan. See Note 14 of Notes to Consolidated Financial Statements included in Item 8. “Financial Statements and Supplementary Data” for additional information on the reorganization process and our Plan.
A balance sheet showing the effects from the implementation of our Plan, application of fresh start accounting, and certain related activities is included in Note 2 of Notes to Consolidated Financial Statements included in Item 8. “Financial Statements and Supplementary Data.” It should be noted that all financial statement information as of June 30, 2006 and for all prior periods relates to Kaiser before emergence from chapter 11 bankruptcy. As a result, comparisons between financial statement information after the July 6, 2006 effective date of our Plan and historical financial statement information before such date are difficult to make.
Impacts of Emergence From Chapter 11 on Financial Statements
All financial statement information before July 1, 2006 relates to the CompanyKaiser before emergence from chapter 11 (sometimes referred to herein as the “Predecessor”). The Company after emergence is sometimes referred to herein as the “Successor”. As more fully discussed below, therebankruptcy. There will be a number of differences between the financial statements before and after emergence that will make comparisons of future and past financial information difficult whichand may make it more difficult to assess our future prospects based on historical performance. For example, earnings (loss) per share and share information for the Predecessor may not be meaningful because, pursuant to our plan of reorganization, the equity interests in the Company’s existing stockholders were cancelled without consideration.
As a result ofIn connection with our emergence from chapter 11 bankruptcy, we applied fresh start accounting to our opening July 1, 2006 consolidated balance sheet as required by generally accepted accounting principles, or GAAP. As such:
| | |
| • | We adjusted our balance sheet to equal the reorganization value of the Company; |
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| • | We allocated the reorganization value to our individual assets and liabilities based on their estimated fair value. Such items as current liabilities, accounts receivable and cash reflect values similar to those reported prior to emergence. Items such as inventory, property, plant and equipment, long-term assets and long-term |
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| | |
| | liabilities were significantly adjusted from amounts previously reported. As more fully discussed in the Notes to Consolidated Financial Statements included in Item 8. “Financial Statements and Supplementary Data,” these adjustments may adversely affect future results; and |
| | |
| • | We reset items such as accumulated depreciation, accumulated deficit and accumulated other comprehensive income (loss) to zero. |
We also made some changes to our accounting policies and procedures, including those made as part of the fresh start and emergence process.application of “fresh start” accounting as required by the American Institute of Certified Professional Accountants Statement of Position 90-7 (“SOP 90-7”),Financial Reporting by Entities in Reorganization Under the Bankruptcy Code. In general, our accounting policies are the same as or similar to those historically used to prepare our financial statements. In certain cases, however, we adopted different accounting principles for, or applied methodologies differently to, our post-emergencepost emergence financial statement information. For instance, we changed our accounting methodologies with respect to inventory accounting. While we still account for inventories on alast-in, first-out (“LIFO”) basis or LIFO, after emergence, we are applying LIFO differently than we did in the past. Specifically, we willnow view each quarter on a standalone basis for computing LIFO; whereas, in the past, we recorded LIFO amounts with a view to the entire fiscal year, which, with certain exceptions, tended to result in LIFO charges being recorded in the fourth quarter or second half of the year.
The following table represents our selected financial data. The table should be read in conjunctions with Item 7. “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and Item 8. “Financial Statements and Supplementary Data” of this Report.
Additionally, certain| | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | Year Ended December 31, 2006 | | | | |
| | | Year | | Year | | Year | | July 1, 2006 | | | | | | Year |
| | | Ended | | Ended | | Ended | | through | | January 1, 2006 | | Ended |
| | | December 31, | | December 31, | | December 31, | | December 31, | | to | | December 31, |
| | | 2009 | | 2008 | | 2007 | | 2006 | | July 1, 2006 | | 2005 |
| | | (In millions of dollars, except shipments, average sales price and per share amounts) |
| Net sales | | $ | 987.0 | | | $ | 1,508.2 | | | $ | 1,504.5 | | | $ | 667.5 | | | $ | 689.8 | | | $ | 1,089.7 | |
| Income (loss) from continuing operations | | | 70.5 | | | | (68.5 | ) | | | 101.0 | | | | 26.2 | | | | 3,136.9 | | | | (1,112.7 | ) |
| Income from discontinued operations | | | — | | | | — | | | | — | | | | — | | | | 4.3 | | | | 363.7 | |
| Cumulative effect of accounting change | | | — | | | | — | | | | — | | | | — | | | | — | | | | (4.7 | ) |
| Net income (loss) | | $ | 70.5 | | | $ | (68.5 | ) | | $ | 101.0 | | | $ | 26.2 | | | $ | 3,141.2 | | | $ | (753.7 | ) |
| Basic income (loss) per share: | | | | | | | | | | | | | | | | | | | | | | | | |
| Income (loss) from continuing operations | | $ | 3.51 | | | $ | (3.45 | ) | | $ | 4.91 | | | $ | 1.31 | | | $ | 39.37 | | | $ | (13.97 | ) |
| Income from discontinued operations | | | — | | | | — | | | | — | | | | — | | | | .05 | | | | 4.57 | |
| Cumulative effect of accounting change | | | — | | | | — | | | | — | | | | — | | | | — | | | | (.06 | ) |
| Net income (loss) per share | | $ | 3.51 | | | $ | (3.45 | ) | | $ | 4.91 | | | $ | 1.31 | | | $ | 39.42 | | | $ | (9.46 | ) |
| Diluted income (loss) per share: | | | | | | | | | | | | | | | | | | | | | | | | |
| Income (loss) from continuing operations | | $ | 3.51 | | | $ | (3.45 | ) | | $ | 4.91 | | | $ | 1.30 | | | $ | 39.37 | | | $ | (13.97 | ) |
| Income from discontinued operations | | | — | | | | — | | | | — | | | | — | | | | .05 | | | | 4.57 | |
| Cumulative effect of accounting change | | | — | | | | — | | | | — | | | | — | | | | — | | | | (.06 | ) |
| Net income (loss) per share | | $ | 3.51 | | | $ | (3.45 | ) | | $ | 4.91 | | | $ | 1.30 | | | $ | 39.42 | | | $ | (9.46 | ) |
| Shipments (mm lbs) | | | 542.4 | | | | 691.6 | | | | 705.0 | | | | 326.9 | | | | 350.6 | | | | 637.5 | |
| Average realized third party sales price (per lb) | | $ | 1.82 | | | $ | 2.18 | | | $ | 2.13 | | | $ | 2.04 | | | $ | 1.97 | | | $ | 1.71 | |
| Cash dividends declared per common share | | $ | .96 | | | $ | .66 | | | $ | .54 | | | $ | — | | | $ | — | | | $ | — | |
| Capital expenditures, net of accounts payable | | $ | 59.2 | | | $ | 93.2 | | | $ | 61.8 | | | $ | 30.0 | | | $ | 28.1 | | | $ | 31.0 | |
| Depreciation expense | | $ | 16.4 | | | $ | 14.7 | | | $ | 11.9 | | | $ | 5.5 | | | $ | 9.8 | | | $ | 19.9 | |
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| | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | |
| | | December 31, |
| | | 2009 | | 2008 | | 2007 | | 2006 | | | 2005 |
| Total assets | | $ | 1,085.5 | | | $ | 1,145.4 | | | $ | 1,165.2 | | | $ | 655.4 | | | | $ | 1,538.9 | |
| Long-term borrowings, including amounts due within one year | | | 7.0 | | | | 43.0 | | | | — | | | | 50.0 | | | | | 1.2 | |
In addition to the operational results discussed in Item 7. “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” significant items that impacted the financial results included, but were not limited to, the following:
2009:
| • | | We recorded $80.5 million of non-cash, pre-tax, unrealized mark to market gains on our derivative positions. |
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| • | | We generated $127.7 million of cash from operations, repaid $36 million borrowed in 2008 under our revolving credit facility, and had no borrowings and $161.9 million of borrowing capacity (net of capacity used for letters of credit) under our revolving credit facility as of December 31, 2009. |
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| • | | We paid dividends totaling $19.6 million in 2009. |
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| • | | We recorded a $9.3 million lower of cost or market inventory adjustment in the first quarter of 2009 due to a decline in metal prices following December 31, 2008. |
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| • | | We continued to fully impair our investment in Anglesey during the first half of 2009, resulting in impairment charges of $1.8 million. Anglesey fully curtailed its smelting operations at the end of September 30, 2009 and commenced remelt and casting operations in the fourth quarter of 2009. Due principally to a significant loss incurred by Anglesey during the third quarter of 2009, relating primarily to charges recorded for employee redundancy costs in connection with the cessation of its smelting operations, we suspended the use of the equity method of accounting commencing in the third quarter of 2009. |
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| • | | In the first quarter of 2009, we incurred restructuring costs and other charges in connection with the closure of our Tulsa, Oklahoma facility. Such costs consisted principally of contract termination and facility shut-down costs. In the second quarter of 2009, we curtailed operations at our Bellwood, Virginia facility to focus solely on drive shaft and seamless tube products and shut down the Bellwood, Virginia facility temporarily during the month of July 2009, in response to planned shutdowns in the automotive industry and continued weak economic and market conditions. In addition, we reduced our personnel in certain other locations in the second quarter in an effort to streamline costs. In connection with these plans, we recorded restructuring costs and other charges of $5.4 million, principally related to involuntary employee termination and other personnel costs. |
2008:
| • | | We recorded $87.1 million of non-cash, pre-tax, unrealized mark to market losses on our derivative positions primarily as a result of the decline in metal price. |
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| • | | We recorded a $65.5 million lower of cost or market inventory adjustment due to the decline in metal prices. This inventory write-down lowered the LIFO inventory values that had been established at relatively high prices during the implementation of fresh start accounting in July 2006. |
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| • | | In December 2008, we announced plans to close operations at our Tulsa, Oklahoma extrusion facility and significantly reduce operations at our Bellwood, Virginia facility in response to lower demand for products produced at these locations. These actions resulted in a restructuring charge of $8.8 million in the fourth quarter of 2008 related to employee termination benefits and asset impairment. |
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| • | | Based on a review of new facts and circumstances that came into light during the fourth quarter of 2008 and early 2009 regarding Anglesey, we did not expect to be able to recover our investment in Anglesey, based on the expectation that Anglesey would fully curtail its smelting operations at the end of September 2009, when its power contract expired. As a result, we recorded an impairment charge of $37.8 million and a corresponding decrease to Investment in and advances to unconsolidated affiliate. |
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| • | | On June 12, 2008, Anglesey suffered a significant failure in the rectifier yard that resulted in a localized fire in one of the power transformers. As a result of the fire, Anglesey was operating below its maximum capacity during the second half of 2008, returning to its normal production level in the fourth quarter of 2008. In December 2008, Anglesey received $20 million (approximately 14.0 million Pound Sterling) in a partial insurance settlement, of which $10 million was recorded as an increase in our equity in earnings and an increase in our investment in Anglesey. This amount was subsequently impaired at December 31, 2008. |
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| • | | We announced a $75 million stock repurchase plan to commence after July 6, 2008. We repurchased 572,706 shares of common stock at a weighted-average price of $49.05 per share, or total cost of $28.1 million, under the repurchase plan. Our revolving credit facility, as amended on January 9, 2009, currently prohibits us from repurchasing our common shares, including under the repurchase plan. |
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| • | | We began drawing down on our revolving credit facility during the last two quarters of 2008 and had $36.0 million of outstanding borrowings at December 31, 2008. |
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| • | | We paid dividends totaling $17.2 million in 2008. |
2007:
| • | | During the fourth quarter, we repaid our $50 million term loan. |
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| • | | In June 2007, our Board of Directors initiated a regular quarterly dividend of $.18 per share. We paid total dividends of $7.4 million in 2007. |
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| • | | In addition, in 2007 we determined that we met the “more likely than not” criteria for recognition of our deferred tax assets and we released the vast majority of the valuations allowance. At December 31, 2007, total assets included net deferred tax assets of $327.8 million. |
2006:
We emerged from chapter 11 bankruptcy on July 6, 2006 with our then-existing fabricated product facilities and operations and a 49% interest in Anglesey. During the period from January 1, 2006 to July 1, 2006, we recorded gains upon emergence and other reorganization related benefits (costs) of approximately $3.1 billion.
2005:
| • | | We were in chapter 11 bankruptcy for the entire year. During 2005, we recorded reorganization costs of approximately $1.2 billion. |
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| • | | We also recorded a $4.7 million charge as a result of adopting accounting for conditional asset retirement obligations. |
Item 7.Management’s Discussion and Analysis of Financial Condition and Results of Operations
This Annual Report onForm 10-K contains statements which constitute “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. These statements appear throughout this Report and can be identified by the use of forward-looking terminology such as earnings per share“believes,” “expects,” “may,” “estimates,” “will,” “should,” “plans” or “anticipates” or the negative of the foregoing or other variations of comparable terminology, or by discussions of strategy. Readers are cautioned that any such forward-looking statements are not guarantees of future performance and Statementinvolve significant risks and uncertainties, and that actual results may vary from those in the forward-looking statements as a result of various factors. These factors include: the effectiveness of management’s strategies and decisions; general economic and business conditions including cyclicality and other conditions in the aerospace, automobile and other end markets we serve; developments in technology; new or modified statutory or regulatory requirements; and changing prices and market conditions. This Item and Item 1A. “Risk Factors” each identify other
26
factors that could cause actual results to vary. No assurance can be given that these are all of the factors that could cause actual results to vary materially from the forward-looking statements.
In accordance with Section 404 of the Sarbanes-Oxley Act of 2002, our management, including our Chief Executive Officer and Chief Financial Accounting StandardsNo. 123-R,Share-Based Payment(see discussion in Note 1Officer, conducted an evaluation of Notes to Consolidated Financial Statementsour internal control over financial reporting and concluded that such control was effective as of December 31, 2009. Management’s report on the effectiveness of our internal control over financial reporting and the related report of our independent registered public accounting firm are included in Item 8. “Financial Statements and Supplementary Data” of this Annual Report on Form 10-K.
Management’s Discussion and Analysis of Financial Condition and Results of Operations (“MD&A”), which had few, if any, implications while we were in chapter 11 bankruptcy, will have increased importance in is designed to provide a reader of our financial statements with a narrative from the perspective of our management on our financial condition, results of operations, liquidity and certain other factors that may affect our future financial statement information.results. Our MD&A is presented in the following sections:
| • | | Overview |
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| • | | Business Strategy and Core Philosophies |
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| • | | Management Review of 2009 and Outlook for the Future |
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| • | | Results of Operations |
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| • | | Other Information |
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| • | | Liquidity and Capital Resources |
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| • | | Contractual Obligations, Commercial Commitments and Off-Balance-Sheet and Other Arrangements |
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| • | | Critical Accounting Estimates |
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| • | | New Accounting Pronouncements |
Our MD&A should be read in conjunction with the consolidated financial statements and related notes included in Item 8. “Financial Statements and Supplementary Data,” of this Annual Report on Form 10-K.
Unless otherwise noted, this MD&A relates only to results from continuing operations. In the discussion of operating results below, certain items are referred to as non-run-rate items. For purposes of such discussion, non-run-rate items are items that, while they may recur from period to period, (i) are particularly material to results, (ii) affect costs primarily as a result of external market factors, and (iii) may not recur in future periods if the same level of underlying performance were to occur. Non-run-rate items are part of our business and operating environment but are worthy of being highlighted for the benefit of the users of the financial statements. Our intent is to allow users of the financial statements to consider our results both in light of and separately from items such as fluctuations in underlying metal prices, natural gas prices and currency exchange rates.
Results of OperationsOverview
Our main lineWe are a leading North American manufacturer of business is the productionsemi-fabricated specialty aluminum products for aerospace / high strength, general engineering and sale of fabricated aluminum products.custom automotive and industrial applications. In addition, we own a 49% interest in Anglesey, which owns and operatesa facility in Holyhead, Wales that had operated as an aluminum smelter until September 30, 2009 and commenced remelt and casting of secondary aluminum products in Holyhead, Wales.the fourth quarter of 2009.
Our emergence from chapter 11 bankruptcyWe have one reportable segment, Fabricated Products. The Fabricated Products segment is comprised of our production facilities and adoption of fresh start accounting resultedsells value-added products such as heat treat aluminum sheet and plate, extrusions and forgings which are used in a new reporting entitywide range of industrial applications, including aerospace, defense, automotive and general engineering end-use applications. We also have three other business units which we combine into All Other. All Other is comprised of (i) all business activities relating to Anglesey’s smelting operations prior to the fourth quarter of 2009 and, thereafter, the purchase and sale of value-added secondary aluminum billet produced by Anglesey for accounting purposes. Althoughwhich we emerged from chapter 11 bankruptcyreceive a portion of a premium over normal commodity market prices, (ii) hedging activities in respect of our exposure to primary aluminum price risk and our exposure to British Pound Sterling exchange rate risk relating to Anglesey’s smelting operations through September 30, 2009, and (iii) corporate and other activities, expenses of which are not allocated to other business units.
Changes in global, regional, or country-specific economic conditions can have a significant impact on July 6, 2006,overall demand for aluminum-intensive fabricated products in the market segments in which we adopted fresh start accounting underparticipate. Such changes in demand can directly affect our earnings by impacting the provisionsoverall volume and mix of American Institutesuch products sold. Overall, demand for our fabricated products dramatically
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declined in the final months of Certified Professional Accountants (“AICPA”) Statement2008 and the first half of Position90-7(“SOP 90-7”),Financial Reporting2009. Weak end-use demand, along with significant inventory de-stocking by Entitiesour service center customers and others in Reorganization Under the Bankruptcy Code, effective asvalue stream adversely impacted our shipments. During 2007 and the first nine months of 2008, the markets for aerospace and high strength products in which we participate were comparatively strong, resulting in higher shipments and improved margins.
Primary aluminum prices fell significantly over the course of the last half of 2008 and partially recovered beginning in the second quarter of business2009. The average LME transaction price per pound of primary aluminum for 2009, 2008 and 2007 was $.76, $1.17 and $1.20, respectively. At February 15, 2010, the LME transaction price per pound was $.92. The Company operates with an intent to remain neutral to primary aluminum price changes by passing on July 1, 2006. As such price changes to its customers or, to the extent that it has firm price contracts, hedging such exposures to primary aluminum prices with counterparties.
Our operating results are also, albeit to a lesser degree, sensitive to changes in prices for natural gas and changes in certain foreign exchange rates. All of the foregoing have been subject to significant price fluctuations over recent years. For a discussion of our sensitivity to changes in market conditions, see Item 7A. “Quantitative and Qualitative Disclosures About Market Risks - Sensitivity.”
Business Strategy and Core Philosophies
We are a leading manufacturer of semi-fabricated specialty aluminum products. We specialize in providing highly engineered solutions that meet demanding requirements of the market segments we serve. We are leaders in our industry, maintaining a strong competitive position in a significant majority of the market segments we serve. In a very competitive marketplace, we distinguish ourselves with our “Best in Class” customer satisfaction and a broad product portfolio. Our blue-chip customer base includes some of the top names in industry, with whom we share long-standing relationships based on quality and trust. We have established a platform for growth that we believe is well positioned within the industry.
We strive to reinforce our position as supplier of choice through “Best in Class” customer satisfaction and seek to continuously improve our cost performance in order to be a low cost producer by eliminating waste throughout the value chain.
Our line of Kaiser Select® products reflects a structured approach to reduce waste and variability for our customers. Our Kaiser Select® products are manufactured according to strict specifications and are intended to deliver enhanced product characteristics with improved consistency that result in better performance and, in many cases, lower cost for our customers.
Our lean enterprise initiative is facilitated by the Kaiser Production System (“KPS”), which is an integrated application of the tools of Lean Enterprise, Six Sigma and Total Productive Manufacturing which underpins our continuous effort to provide “Best in Class” customer satisfaction. We believe KPS enables us to deliver superior customer service through consistent, on-time delivery of superior quality products on short lead times. We are committed to imbedding KPS as the common culture through which we continuously improve our operations and enhance our total competitive position.
Management Review of 2009 and Outlook for the Future
Overall Fabricated Products shipment volumes in 2009 declined significantly as compared to 2008, reflecting weak economic and end-market conditions for general engineering and automotive applications, exacerbated by significant inventory destocking by our distributor customers and others in the value chain. Inventory destocking of products for aerospace and high strength applications also occurred throughout the supply chain during 2009. Despite lower shipment volume, our emphasis in 2009 was assumedto further strengthen our financial position and competitive advantage. We met these objectives by (i) generating cash from operations and ending the year virtually debt free, (ii) realigning inventories and other components of working capital, in light of weaker near-term demand, (iii) flexing our operations to lower demand, (iv) improving our manufacturing efficiencies and underlying cost performance, (v) introducing new Kaiser Select® plate products, and (vi) continuing to invest in our new state-of-the-art casting and extrusion facility in Kalamazoo, Michigan.
During 2009, our results reflected a 23% decrease in Fabricated Products shipment volume and a 13% decrease in Fabricated Products realized prices. The decrease in prices in our Fabricated Products segment primarily reflects the pass-through to customers of lower underlying hedged, alloyed metal prices. Value-added revenue per pound remained virtually unchanged as compared to 2008.
Looking into 2010 and beyond, we see continued destocking by airframe manufacturers, but destocking by service center customers for our aerospace and high strength products appears to be abating. The net impact is that the emergence was completed instantaneously at the beginning of business on July 1, 2006 so that all operating activitieswe expect our shipments for aerospace and high strength products to be slightly improved during the periodfirst half of 2010 from July 1, 2006 through December 31, 2006the average of the last three quarters of 2009. We expect demand for general engineering products to steadily improve with the industrial portion of the North American economy, and we are reportedoptimistic that destocking for these products has ended as applyingservice center inventories are at historically low levels.
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Automotive demand is expected to the new reporting entity.improve approximately 35% relative to 2009, tracking improved North American automotive build rates that are nonetheless expected to remain substantially below historic levels. We believe that this is a reasonable presentation as there were no material non-Plan-related transactions between July 1, 2006anticipate our main areas of focus will be:
| • | | launching our world class Kalamazoo, Michigan casting and extrusion facility with initial production in the first half of 2010 ramping up to full-scale production by year-end 2010; |
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| • | | managing our capital structure to ensure proper levels of capital and liquidity to support growth initiatives; |
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| • | | continuing to differentiate ourselves with additional Kaiser Select® products, “Best In Class” customer satisfaction, strong delivery performance, expanded product breadth, and broader geographic marketing presence; and |
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| • | | continuing to improve the manufacturing efficiencies of our facilities to generate additional cost improvements over our performance in 2009. |
Results of Operations
Fiscal 2009 Summary
| • | | Net sales for the year ended December 31, 2009 decreased to $987.0 million compared to $1,508.2 million for the year ended December 31, 2008. The decrease reflected lower Fabricated Products segment shipment volume and realized prices as well as lower shipment volume and realized prices on sale of primary aluminum products in the Primary/Secondary business unit. The decrease in realized prices in our Fabricated Products segment reflects primarily the pass-through to customers of lower underlying hedged, alloyed metal prices while value-added revenue per pound remained virtually unchanged as compared to 2008. The decrease in shipment volume of primary aluminum products is due to the cessation of Anglesey’s smelting operation on September 30, 2009. |
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| • | | Our operating income for the year ended December 31, 2009 was $118.7 million compared to an operating loss of $91.0 million for the year ended December 31, 2008. The 2009 operating income included significant items that we consider to be non-run-rate, which totaled $55.8 million. These items primarily included $80.5 million of non-cash mark to market gains on our derivative positions, $9.3 million of lower of cost or market inventory write-downs and $5.4 million of restructuring costs related primarily to employee termination costs. The 2008 operating loss also reflected significant items that we consider to be non-run-rate, which totaled $206.6 million. These items primarily included $87.1 million of unrealized mark to market losses on our derivative positions, $65.5 million of lower of cost or market inventory write-down, $37.8 million of impairment charges relating to our investment in Anglesey, and $8.8 million of restructuring costs and other charges in connection with the closure of our Tulsa, Oklahoma facility and the partial curtailment of our Bellwood, Virginia operation, of which $4.5 million was related to one time employee termination costs and $4.3 million was related to asset impairments (see further discussion of our operating income before non-run-rate in “Segment Information” below). |
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| • | | Net income for the year ended December 31, 2009 was $70.5 million, as compared to a net loss of $68.5 million for the year ended December 31, 2008. The net income (loss) for 2009 and 2008 included all of the non-run-rate items discussed above. |
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| • | | Our effective tax provision rate was 40.5% for the year ended December 31, 2009 (see discussion of “Provision (Benefit) for Income Taxes”). |
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| • | | In 2009, we paid a total of approximately $19.6 million, or $.96 per common share, in cash dividends to stockholders, including holders of restricted stock, and in dividend equivalents to the holders of certain restricted stock units and the holders of performance shares with respect to one half of the performance shares. |
Consolidated Selected Operational and July 6, 2006.Financial Information
The table below provides selected operational and financial information on a consolidated basis (in millions of dollars, except shipments and prices). The selected operational for 2009, 2008 and financial information after July 6, 2006 are those of the Successor and are not comparable to those of the Predecessor. However, for purposes of this discussion (in the table below), the Successor’s results for the period from July 1, 2006 through December 31, 2006 have been combined with the Predecessor’s results for the period from January 1, 2006 to July 1, 2006 and are compared to the Predecessor’s results for the years ended December 31, 2005 and 2004. Differences between periods due to fresh start accounting are explained when material.2007.
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The following data should be read in conjunction with our consolidated financial statements and the notes thereto included in Item 8. “Financial and Supplementary Data”.Data.” See Note 1115 of Notes to Consolidated Financial Statements included in Item 8. “Financial Statements and Supplementary Data” for further information regarding segments.
| | | | | | | | | | | | | |
| | | Year Ended | | | Year Ended | | | Year Ended | |
| | | December 31, | | | December 31, | | | December 31, | |
| | | 2009 | | | 2008 | | | 2007 | |
| | | (In millions of dollars, except shipments and average sales price) | |
| Shipments (mm lbs): | | | | | | | | | | | | |
| Fabricated Products | | | 428.5 | | | | 558.5 | | | | 547.8 | |
| All Other(1) | | | 113.9 | | | | 133.1 | | | | 157.2 | |
| | | | | | | | | | |
| | | | 542.4 | | | | 691.6 | | | | 705.0 | |
| | | | | | | | | | |
| Average Realized Third Party Sales Price (per pound): | | | | | | | | | | | | |
| Fabricated Products(2) | | $ | 2.09 | | | $ | 2.39 | | | $ | 2.37 | |
| All Other(3) | | $ | .79 | | | $ | 1.29 | | | $ | 1.31 | |
| Net Sales: | | | | | | | | | | | | |
| Fabricated Products | | $ | 897.1 | | | $ | 1,336.8 | | | $ | 1,298.3 | |
| All Other | | | 89.9 | | | | 171.4 | | | | 206.2 | |
| | | | | | | | | | |
| Total Net Sales | | $ | 987.0 | | | $ | 1,508.2 | | | $ | 1,504.5 | |
| | | | | | | | | | |
| Segment Operating Income (Loss): | | | | | | | | | | | | |
| Fabricated Products(4)(5) | | $ | 78.2 | | | $ | 53.5 | | | $ | 169.0 | |
| All Other (6) | | | 40.5 | | | | (144.5 | ) | | | 13.0 | |
| | | | | | | | | | |
| Total Operating Income (Loss) | | $ | 118.7 | | | $ | (91.0 | ) | | $ | 182.0 | |
| | | | | | | | | | |
| Income tax provision (benefit) | | $ | 48.1 | | | $ | (22.8 | ) | | $ | 81.4 | |
| | | | | | | | | | |
| Net Income (Loss) | | $ | 70.5 | | | $ | (68.5 | ) | | $ | 101.0 | |
| | | | | | | | | | |
| Capital Expenditures, (net of accounts payable) | | $ | 59.2 | | | $ | 93.2 | | | $ | 61.8 | |
| | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | |
| | | Year Ended December 31, 2006 | | | | | | | |
| | | July 1, 2006
| | | | Predecessor
| | | | | | | | | | |
| | | through
| | | | January 1, 2006
| | | | | | Predecessor
| |
| | | December 31,
| | | | to
| | | | | | Year Ended December 31, | |
| | | 2006 | | | | July 1, 2006 | | | Combined | | | 2005 | | | 2004 | |
| Shipments (mm lbs): | | | | | | | | | | | | | | | | | | | | | |
| Fabricated Products | | | 249.6 | | | | | 273.5 | | | | 523.1 | | | | 481.9 | | | | 458.6 | |
| Primary Aluminum | | | 77.3 | | | | | 77.1 | | | | 154.4 | | | | 155.6 | | | | 156.6 | |
| | | | | | | | | | | | | | | | | | | | | | |
| | | | 326.9 | | | | | 350.6 | | | | 677.5 | | | | 637.5 | | | | 615.2 | |
| | | | | | | | | | | | | | | | | | | | | | |
| Average Realized Third Party Sales Price (per pound): | | | | | | | | | | | | | | | | | | | | | |
| Fabricated Products(1) | | $ | 2.27 | | | | $ | 2.16 | | | $ | 2.21 | | | $ | 1.95 | | | $ | 1.76 | |
| Primary Aluminum(2) | | $ | 1.30 | | | | $ | 1.28 | | | $ | 1.29 | | | $ | .95 | | | $ | .85 | |
| Net Sales: | | | | | | | | | | | | | | | | | | | | | |
| Fabricated Products | | $ | 567.2 | | | | $ | 590.9 | | | $ | 1,158.1 | | | $ | 939.0 | | | $ | 809.3 | |
| Primary Aluminum | | | 100.3 | | | | | 98.9 | | | | 199.2 | | | | 150.7 | | | | 133.1 | |
| | | | | | | | | | | | | | | | | | | | | | |
| Total Net Sales | | $ | 667.5 | | | | $ | 689.8 | | | $ | 1,357.3 | | | $ | 1,089.7 | | | $ | 942.4 | |
| | | | | | | | | | | | | | | | | | | | | | |
| Segment Operating Income (Loss): | | | | | | | | | | | | | | | | | | | | | |
| Fabricated Products(3)(4) | | $ | 60.8 | | | | $ | 61.2 | | | $ | 122.0 | | | $ | 87.2 | | | $ | 33.0 | |
| Primary Aluminum(5)(6) | | | 10.8 | | | | | 12.4 | | | | 23.2 | | | | 16.4 | | | | 13.9 | |
| Corporate and Other | | | (25.5 | ) | | | | (20.3 | ) | | | (45.8 | ) | | | (35.8 | ) | | | (71.3 | ) |
| Other Operating Benefits (Charges), Net(7) | | | 2.2 | | | | | (.9 | ) | | | 1.3 | | | | (8.0 | ) | | | (793.2 | ) |
| | | | | | | | | | | | | | | | | | | | | | |
| Total Operating Income (Loss) | | $ | 48.3 | | | | $ | 52.4 | | | $ | 100.7 | | | $ | 59.8 | | | $ | (817.6 | ) |
| | | | | | | | | | | | | | | | | | | | | | |
| Discontinued Operations | | $ | — | | | | $ | 4.3 | | | $ | 4.3 | | | $ | 363.7 | | | $ | 121.3 | |
| | | | | | | | | | | | | | | | | | | | | | |
| Reorganization Items(8) | | $ | — | | | | $ | 3,090.3 | | | $ | 3,090.3 | | | $ | (1,162.1 | ) | | $ | (39.0 | ) |
| | | | | | | | | | | | | | | | | | | | | | |
| Loss from Cumulative Effect on Years Prior to 2005 of Adopting Accounting For Conditional Asset Retirement Obligations(9) | | $ | — | | | | $ | — | | | $ | — | | | $ | (4.7 | ) | | $ | — | |
| | | | | | | | | | | | | | | | | | | | | | |
| Net Income (Loss) | | $ | 26.2 | | | | $ | 3,141.2 | | | $ | 3,167.4 | | | $ | (753.7 | ) | | $ | (746.8 | ) |
| | | | | | | | | | | | | | | | | | | | | | |
| Capital Expenditures (excluding discontinued operations) | | $ | 30.1 | | | | $ | 28.1 | | | $ | 58.2 | | | $ | 31.0 | | | $ | 7.6 | |
| | | | | | | | | | | | | | | | | | | | | | |
| | |
| (1) | | Shipments in All Other represent shipments of primary aluminum products produced by Anglesey’s smelting operations. Shipments decreased in 2009 compared to prior periods primarily as a result of the cessation of the smelting operation on September 30, 2009 (see further discussion in “Segment Information”below). |
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| (2) | | Average realized prices for our fabricated products business unitFabricated Products segment are subject to fluctuations due to changes in product mix as well as underlying primary aluminum prices and are not necessarily indicative of changes in underlying profitability. See Item 1. “Business”. |
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(2) | | Average realized prices for our primary aluminum business unit exclude hedging revenues.“Business.” |
| |
| (3) | | Average realized prices for All Other represent average realized prices on sales of primary aluminum product produced by Anglesey’s smelting operations and is subject to fluctuations in LME price of metal. |
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| (4) | | Fabricated products business unitProducts segment operating results for 2006 combined, 20052009, 2008 and 20042007 include non-cash LIFO inventory charges (benefits) of $25.0$8.7 million, $9.3$(7.5) million, and $12.1$(14.0) million, respectively, and metal gains (losses) of approximately $20.8$5.5 million, $4.6$(11.4) million, and $12.2$(13.1) million, respectively. |
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| | |
(4) | | Fabricated products business unit Also included in the operating results for 2006 combined include non-cashmark-to-market losses totaling $2.2 million. For further discussion regardingmark-to-market matters, see Note 92009 and 2008 are $9.3 million and $65.5 million, respectively, of Notes to Consolidated Financial Statements included in Item 8. “Financial Statements and Supplementary Data.”lower of cost or market inventory write-downs. |
| |
| (5) | | Primary aluminum business unitFabricated Products segment operating results for 20062009, 2008 and 2005 combined,2007 include non-cashmark-to-market gains (losses) on natural gas and foreign currency hedging activities totaling $17.3$4.9 million, $(5.7) million, and $(4.1)$1.7 million, respectively. Non-cashmark-to-market gains (losses) for 2004 were not material. For further discussion regardingmark-to-market matters, see Note 912 of Notes to Consolidated Financial Statements included in Item 8. “Financial Statements and Supplementary Data.” |
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| (6) | | PrimaryWith respect to operating income in All Other, Primary/Secondary aluminum business unit operating results for 20052009 and 2008 include impairment charges of $1.8 million and $37.8 million, respectively, relating to our investment in Anglesey. |
|
| | Hedging business unit operating results for 2009, 2008 and 2007, include non-cash chargesmark-to-market gains (losses) on primary aluminum hedging activities totaling $61.3 million, $(67.2) million, and $16.2 million, respectively, and on foreign currency derivatives of approximately $4.1$14.3 million, in respect of our decision to restate our accounting for derivative financial instruments as more fully discussed in$(14.2) million, and $(8.2) million, respectively. For further discussion regarding mark-to-market matters, see Note 112 of Notes to Consolidated Financial Statements included in Item 8. “Financial Statements and Supplementary Data.” |
| |
(7) | | Corporate and other business unit operating results for 2007 include $13.6 million of Other operating benefits. See Note 10 of Notes to Consolidated Financial Statements included in Item 8. “Financial Statements and Supplementary Data”discussion below for a detailed summary of the components of Other operating benefits (charges), net and the business segment to which the items relate. |
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(8) | | See Notes 2 and 14 of Notes to Consolidated Financial Statements included in Item 8. “Financial Statements and Supplementary Data” for a discussion of Reorganization items. |
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(9) | | See Notes 1 and 3 of Notes to Consolidated Financial Statements included in Item 8. “Financial Statements and Supplementary Data” for a discussion of the changes in accounting for conditional asset retirement obligations.net. |
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Significant Items
Market-related Factors. Changes in global, regional, or country-specific economic conditions can have a significant impact on overall demand for aluminum-intensive fabricated products in the markets in which we participate. Such changes in demand can directly affect our earnings by impacting the overall volume and mix of such products sold. During 2005 and 2006, the markets for aerospace and high strength products in which we participate were strong, resulting in higher shipments and improved margins.
Changes in primary aluminum prices also affect our primary aluminum business unit and expected earnings under any firm price fabricated products contracts. However, the impacts of such changes are generally offset by each other or by primary aluminum hedges. Our operating results are also, albeit to a lesser degree, sensitive to changes in prices for power and natural gas and changes in certain foreign exchange rates. All of the foregoing have been subject to significant price fluctuations over recent years. For a discussion of the possible impacts of the reorganization on our sensitivity to changes in market conditions, see Item 7A. “Quantitative and Qualitative Disclosures About Market Risks, Sensitivity.”
During 2006, the average London Metal Exchange or LME, transaction price per pound of primary aluminum was $1.17. During 2005 and 2004, the average LME price per pound for primary aluminum was $.86 and $.78, respectively. At February 28, 2007, the LME price was approximately $1.31 per pound.
Results of Operations
Summary. The CompanyWe reported netNet income of $3,167.4$70.5 million in 2006,for 2009 compared to a netNet loss of $753.7$68.5 million for 20052008 and a net lossNet income of $746.8$101.0 million for 2004.2007. Net income for 20062009 includes the following pretax items: (i) a non-cash mark-to-market unrealized gain of $3,110.3$80.5 million relatedon our derivative positions primarily as a result of the increase in metal prices in the latter half of 2009, (ii) a $9.3 million charge relating to lower of cost or market valuation of inventory and (iii) restructuring charges of $5.4 million primarily relating to the implementationclosure of our PlanTulsa, Oklahoma facility announced in 2008 and applicationfurther curtailment of fresh start accounting. Net loss for 2005 includes a non-cash loss of $1,131.5 million related to the assignment of intercompany claims for the benefit of certain creditors offset by a gain of $365.6 million on the sale of QAL and favorable QAL operating results prior to its sale on April 1, 2005. Net loss for 2004 includes non-cash losses of $797.5 million related to the termination of pension plans, the termination of postretirement medical benefit plans and the settlement of unfair labor practices allegations by the United Steelworkers, or USW.operations at our Bellwood, Virginia facility. All years include a number of other non-run-rate items that are more fully explained in the sections below.
Net Sales.We reported Net sales of $987.0 million in 2006 totaled $1,357.3 million2009 as compared to $1,089.7$1,508.2 million in 20052008 and $942.4$1,504.5 million in 2004.2007. As more fully discussed below, the increasedecrease in revenues in 2009 is primarily the result of a decrease in our Fabricated Products shipment volume and realized prices, and a decrease in Anglesey-related primary aluminum shipment volume and pricing. The decrease of shipment volume in our Fabricated Products segment is primarily due to weak economic and end-market conditions for general engineering and automotive applications, exacerbated by significant inventory destocking by our distributor customers and others in the supply chain, as well as inventory destocking of products for aerospace and high strength applications throughout the supply chain. The decrease in primary aluminum shipments through Anglesey is primarily due to the cessation of the smelting operation at Anglesey on September 30, 2009 (see “Segment Information-All Other” below). The decrease in Fabricated Products segment realized prices reflects primarily the pass-through to customers of lower underlying alloyed metal prices. Value-added revenue per pound remained virtually unchanged as compared to 2008 (see further discussion in “Segment Information-Fabricated Products” below).
The increase in revenues from 2007 to 2008 is primarily the result of higher shipments and value-added pricing in Fabricated Products, offset by a decrease of shipments in primary aluminum through Anglesey due to a fire at Anglesey during the second quarter of 2008.
Cost of Products Sold, excluding Depreciation and Other Items.Cost of goods sold, excluding depreciation in 2009 totaled $766.4 million, or 78% of net sales, as compared to $1,400.7 million, or 93% of net sales, in 2008. The decrease in Cost of products sold, excluding depreciation as a percentage of net sales in 2009 was primarily the result of mark-to-market unrealized gains (losses) of $80.5 million and $(87.1) million on our derivative positions in 2009 and 2008, respectively (see further discussion in “Segment Information-Fabricated Products” below).
Cost of goods sold, excluding depreciation in 2008 totaled $1,400.7 million, or 93% of net sales, compared to $1,251.1 million, or 83% of net sales, in 2007. The increase in Cost of products sold, excluding depreciation as a percentage of net sales in 2008 was primarily the result of a mark-to-market unrealized loss of $87.1 million on our derivative positions. Additionally, increases in energy, freight, currency exchange, major maintenance expense, and other manufacturing costs increased the Cost of products sold, excluding depreciation as a percentage of net sales in 2008 (see further discussion in “Segment Information-Fabricated Products” below).
Lower of Cost or Market Inventory Write-down.We recorded lower of cost or market priceinventory write-downs of $9.3 million and $65.5 million in 2009 and 2008, respectively, as a result of declining metal prices.
Impairment of Investment in Anglesey.In 2008, we recorded a charge of $37.8 million to fully impair our 49% equity investment in Anglesey, in anticipation of the cessation of its smelting operations on September 30, 2009. In the first half of 2009, we recorded $1.8 million in equity in income, which we subsequently impaired to maintain our investment balance at zero. For the quarters ended September 30, 2009 and December 31, 2009, no additional impairment charges were recorded, due to the suspension of the equity method of accounting, as more fully described in Note 3 of Notes to Consolidated Financial statements included in Item 8. “Financial Statements and Supplementary Data.”
Restructuring Costs and Other Charges.In December 2008, we announced plans to close our Tulsa, Oklahoma facility and to curtail operations at our Bellwood, Virginia facility. We recorded $8.8 million of restructuring charges and other costs in 2008 in connection with such plans. In 2009, we recorded $5.4 million of restructuring charges and other costs comprised of: (i) $.8 million of additional charges in connection with our 2008 plans to close our Tulsa, Oklahoma facility and curtail operations at Bellwood, Virginia and (ii) $4.6 million in connection with plans announced in the second quarter of 2009 to further curtail operations at our Bellwood, Virginia facility. See Note 16 of Notes to Consolidated Financial statements included in Item 8. “Financial Statements and Supplementary Data” for further information regarding our 2008 and 2009 restructuring plans.
Depreciation and Amortization.Depreciation and amortization for 2009 was $16.4 million compared to $14.7 million in 2008 and $11.9 million for 2007. Increases in depreciation expense from 2007 to 2008 and from 2008 to 2009 were the result of Construction in progress being placed into production throughout the second half of 2007 and 2008 primarily in relation to the various expansion projects, including the expansion project at our Trentwood facility in Spokane, Washington.
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primary aluminumSelling, Administrative, Research and such increases do not necessarily directly translate to increased profitability because (a) a substantial portion of the business conducted by the fabricated products business unit passes primary aluminum prices on directly to customersDevelopment, and (b) our hedging activities, while limiting our risk of losses, may limit our ability to participateGeneral.Selling, administrative, research and development, and general expense totaled $69.9 million in price increases.
2006 as Compared to 2005
Fabricated Aluminum Products. Net sales of fabricated products increased by 23% to $1,158.1 million for 20062009 as compared to 2005, primarily due to a 13% increase$73.1 million in average realized pricesboth 2008 and a 9% increase2007. The decrease in shipments. The increase in the average realized prices primarily reflects higher underlying primary aluminum prices together with a richer product mix. The increase in volume in 2006 was led by Aero/HSselling, administrative, research and defense-related shipments, but shipments of Custom Automotivedevelopment and Industrial Products and General Engineering Products were also higher in 2006. The increased aerospace and defense-related shipments reflect the strong demandgeneral expenses for such products. Additionally, incremental heat treat furnace capacity, primarily resulting from the completion of the first phase of our $105 million Trentwood expansion project, contributed to increased shipments of heat treat plate.
Fourth quarter 2006 shipments were approximately 5% higher than the comparable period in 2005, reflecting the additional heat treat plate capacity at our Trentwood facility. One new heat treat plate furnace reached full capacity in the fourth quarter and a second furnace, which started producing in the fourth quarter of 2006, is expected to reach full capacity during the first quarter of 2007. Overall, we believe the mix of products will continue to benefit from increased heat treat plate shipments that will be made possible by incremental capacity as various phases of the Trentwood expansion are completed, including the new stretcher which will enable us to produce heavier gauge plate products and the third heat treat plate furnace, both of which are expected to be on-line by early 2008. The fourth quarter of 2006 reflected a richer product mix which continued into the first quarter of 2007. This trend may not continue beyond the first quarter. Recent trends in other parts of our business that affected the fourth quarter of 2006 and could affect 2007 included a general weakening of industrial demand, service center de-stocking of extrusion inventories, and reduced vehicle builds (especially larger vehicles that represent a significant portion of demand for our products).
Operating income for 2006 of $122.0 million was approximately $35 million higher than for the prior year. Operating income for 2006 included a favorable impact of approximately $33 million from higher shipments, favorable mix, stronger conversion prices (representing the value added from the fabrication process) and favorable scrap raw material costs2009 as compared to 2008 is principally due to: (i) the prior year. Energy costsnet reductions in administrative expense within All Other (See “Segment Information—All Other” below) and (ii) overhead cost performance both slightly improved year over year, offset by slightly higher major maintenance. Depreciation and amortizationreductions in 2006 was approximately $5 million lower than 2005, primarily as a result of the adoption of fresh start accounting.Fabricated Products segment.
Other Operating (Benefits) Charges, Net.Included within Other operating (benefits) charges, net (in millions of dollars) for 2009, 2008, and 2007, were the following:
Both years include non-run-rate items. These items which are listed below had a combined approximate $6 million adverse impact on 2006 which is approximately $2 million worse than 2005:| | | | | | | | | | | | | |
| | | Year Ended | | | Year Ended | | | Year Ended | |
| | | December 31, | | | December 31, | | | December 31, | |
| | | 2009 | | | 2008 | | | 2007 | |
| Alternative minimum tax (“AMT”) reimbursement (1) | | $ | — | | | $ | — | | | $ | (7.2 | ) |
| Professional fees | | | — | | | | — | | | | (1.1 | ) |
| Bad debt recoveries relating to pre-emergence write-offs | | | (.9 | ) | | | (1.6 | ) | | | — | |
| Pension Benefit Guaranty Corporation (“PBGC”) settlement (2) | | | — | | | | — | | | | (1.3 | ) |
| Non-cash benefit resulting from settlement of a $5.0 claim by the purchaser of the Gramercy, Louisiana alumina refinery and Kaiser Jamaica Bauxite Company for payment of $.1 | | | — | | | | — | | | | (4.9 | ) |
| Resolution of contingencies relating to sale of property prior to emergence (3) | | | — | | | | — | | | | (1.6 | ) |
| Post emergence Chapter 11 — related items (4) | | | — | | | | .2 | | | | 2.6 | |
| | | | | | | | | | | | | |
| Other | | | — | | | | — | | | | (.1 | ) |
| | | | | | | | | | |
| | | $ | (.9 | ) | | $ | (1.4 | ) | | $ | (13.6 | ) |
| | | | | | | | | | |
| | |
| (1) | | The AMT reimbursement represents a reimbursement from the liquidating trustee for the plan of liquidation of two of our former subsidiaries in connection with the sale of our interests in and related to a certain discontinued operation in 2005. |
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| (2) | | The PBGC proceeds consist of a payment related to a settlement agreement entered into with the PBGC in connection with our chapter 11 reorganization. |
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| (3) | | During 2007, certain contingencies related to the sale of the our interest in a smelter in Tacoma, Washington were resolved with the buyer. As a result, approximately $1.6 million of the sale proceeds which had been placed into escrow at the time of sale, were released to us. At our emergence from chapter 11 bankruptcy, no value had been ascribed to the funds in escrow because they were deemed to be contingent assets at that time. |
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| (4) | | Post-emergence chapter 11-related items include primarily professional fees and expenses incurred after emergence which related directly to our reorganization. |
Interest Expense.Interest expense was zero in 2009 compared with $1.0 million in 2008 and $4.3 million in 2007. The change in expense from 2008 to 2009 is primarily due to $2.7 million of interest capitalization on Construction in progress therefore reducing interest expense in 2009 to zero. The decrease in expense from 2007 to 2008 is primarily the result of the repayment of our term loan during the fourth quarter of 2007.
Other Income (Expense) — Net.Other income (expense) — net was a charge of $.1 million in 2009 compared with a benefit of $.7 million in 2008 and a benefit of $4.7 million in 2007. The decrease from 2008 to 2009 was primarily due to lower interest income as the result of lower interest rates. The decrease from 2007 to 2008 was primarily due to a decrease in interest income of $3.6 million as a result of lower interest earning cash balances during 2008.
Provision(Benefit) for Income Taxes.The income tax provision for 2009 was $48.1 million, or an effective tax rate of 40.5%. The difference between the effective tax rate and the projected blended statutory tax rate for 2009 was primarily related to the following:
Impact of a non-deductible compensation expense, resulted in an increase to the income tax provision of $4.7 million, and increased the blended statutory tax provision rate by approximately 3.9%;
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| | • | Metal profits | Decrease in 2006 (before considering LIFO implications)the valuation allowance for certain federal and state net operating losses, state tax rate adjustments and federal general business tax credits, which resulted in a decrease to the income tax provision of approximately $20.8$2.9 million which is approximately $16.2 million greater than in 2005.and a decrease to the blended statutory tax provision rate of 2.4%; |
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| | • | A non-cash LIFO inventory charge of $25.0 | Unrecognized tax benefits, including interest and penalties, increased the income tax provision by $1.3 million compared to a $9.3 LIFO charges inand the 2005.blended statutory tax provision rate by approximately 1.1%; and |
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| | • | Mark-to-market charges | The foreign currency impact on energy hedgingunrecognized tax benefits, interest and penalties resulted in 2006 were approximately $2.2 million. During 2005, there were no suchmark-to-market charges.a $2.7 million currency translation adjustment that was recorded in Accumulated other comprehensive income. |
Our effective tax benefit rate was 25.0% for 2008. The tax benefit from the United States pre-tax book loss was partially offset by the tax provision for Canada and United Kingdom relating to Anglesey resulting in a blended statutory tax benefit rate of 39.6%. The difference between the effective tax benefit rate and the blended statutory tax benefit rate for 2008 was primarily due to the following factors: (i) increase in the valuation allowance for certain federal and state net operating losses, state tax rate adjustments and the impairment related to Anglesey resulted in $7.1 million being included in the income tax provision, decreasing the blended statutory tax benefit rate by approximately 7.7%, (ii) our equity in income before income taxes of Anglesey is treated as a reduction (increase) in Cost of products sold excluding depreciation, and because the income tax effects of our equity in income are included in the tax provision, $3.5 million was included in the income tax provision, decreasing the blended statutory tax benefit rate by approximately 3.8%, (iii) unrecognized tax benefits, including interest and penalties, decreased the income tax benefit by $2.4 million and the blended statutory tax benefit rate by approximately 2.7%, and (iv) the foreign currency impact on unrecognized tax benefits, interest and penalties resulted in a $5.2 million currency translation adjustment that was recorded in Accumulated other comprehensive income.
Segment operating results Our effective income tax rate was 44.6% for 20062007. The high effective tax rate for 2007 was impacted by several factors including (i) the income tax effects of our equity in income of Anglesey, which impacted the provision by $12.9 million, (ii) benefits associated with changes in the tax valuation allowance of $62.2 million were recorded as adjustments to Stockholders’ equity and 2005 includenot reflected in the tax provision, increasing the effective tax rate, (iii) the impact of unrecognized tax benefits, including interest and penalties, which increased the tax provision by approximately $3.0 million, and (iv) a favorable geographic distribution of income.
Derivatives
In conducting our business, we, from time-to-time, enter into derivative transactions, including forward contracts and options, to limit our economic (i.e., cash) exposure resulting from (i) metal price risk related to our sales of fabricated aluminum products and the purchase of metal used as raw materials for our fabrication operations, (ii) the energy price risk from fluctuating prices for natural gas used in our production process, and (iii) foreign currency requirements with respect to cash commitments for equipment purchases and with respect to our foreign subsidiaries and affiliate. As our hedging activities are generally designed to lock-in a specified price or range of prices, realized gains or losses on the derivative contracts utilized in the hedging activities generally offset at least a portion of any losses or gains, respectively, on the transactions being hedged at the time the transactions occur. However, due to mark-to-market accounting, during the term of the derivative contract, significant unrealized, non-cash gains and losses may be recorded in the income statement as a reduction or increase in Cost of products sold, excluding depreciation, amortization and other items. We may also be exposed to margin calls placed on derivative contracts, which we try to minimize or offset through counterparty credit lines and/or the use of options. From time to time, we may modify the terms of the derivative contracts based on operational needs.
The fair value of our derivatives recorded on the Consolidated Balance Sheets at December 31, 2009 and December 31, 2008 was a net asset of $16.5 million and a net liability of $59.6 million, respectively. The primary reasons for the increase in the net position were settlements of derivatives during 2009, giving rise to realized losses of $52.6 million for the period, the increase in metal prices and natural gas prices, the effect of changes in outstanding foreign currency hedge positions, and changes in foreign currency rates compared to December 31, 2008. The settlement of derivatives and changes in market value of contracts resulted in the recognition of $80.5 million of unrealized mark-to-market gains on intercompanyderivatives, which we consider to be a non-run-rate item (see Note 12 of Notes to Consolidated Financial Statements included in Item 8. “Financial Statements and Supplemental Data.”)
Fair Value Measurement
We apply the provisions of ASC Topic 820,Fair Value Measurements and Disclosures, in measuring the fair value of our derivative contracts and the fair value of our Canadian pension plan assets and the plan assets of the VEBAs.
Our derivative contracts are valued at fair value using significant observable and unobservable inputs. Such financial instruments consist of primary aluminum, natural gas, and foreign currency contracts. The fair values of a majority of these derivative contracts are based upon trades in liquid markets. Valuation model inputs can generally be verified and valuation techniques do not involve
33
significant judgment. The fair values of such financial instruments are generally classified within Level 2 of the fair value hierarchy. We have some derivative contracts that do not have observable market quotes. For these financial instruments, we use significant other observable inputs (i.e., information concerning regional premiums for swaps). Where appropriate, valuations are adjusted for various factors, such as bid/offer spreads.
In determining the fair value of plan assets, the Company utilizes primarily the results of valuations supplied by the investment advisors responsible for managing the assets of each plan. Certain plan assets are valued based upon unadjusted quoted market prices in active markets that are accessible at the measurement date for identical, unrestricted assets (e.g., liquid securities listed on an exchange). Such assets are classified within Level 1 of the fair value hierarchy. Valuation of other invested plan assets is based on significant observable inputs (e.g., net asset values of registered investment companies, valuations derived from actual market transactions, broker-dealer supplied valuations, or correlations between a given U.S. market and a non-U.S. security). Valuation model inputs can generally be verified and valuation techniques do not involve significant judgment. The fair values of such financial instruments are classified within Level 2 of the fair value hierarchy.
Restructuring Activities
In December 2008, we announced plans to close operations at our Tulsa, Oklahoma facility and significantly reduce operations at our Bellwood, Virginia facility. The Tulsa and the Bellwood facilities produced primarily extruded rod and bar products sold principally to service centers for general engineering applications. The operations and workforce reductions were a result of deteriorating economic and market conditions. Approximately 45 employees at the Tulsa, Oklahoma facility and 125 employees at the Bellwood, Virginia facility were affected. As a result, we incurred restructuring costs and other charges of $8.8 million during the fourth quarter of 2008, of which $4.5 million was related to involuntary employee terminations and $4.3 million was related to asset impairments. During 2009, we recorded additional charges of $.8 million in connection with these restructuring efforts, consisting primarily of contract termination and facility shut-down costs. Approximately $.3 million of such expense represented cash obligations, with the balance represented by non-cash charges. The restructuring efforts initiated during the fourth quarter of 2008 were substantially completed by the first quarter of 2009.
In May 2009, we announced plans to further curtail operations at our Bellwood, Virginia facility to focus solely on drive shaft and seamless tube products and shut down the Bellwood, Virginia facility temporarily during the month of July 2009, in response to planned shutdowns in the automotive industry and continued weak economic and market conditions. In addition, we reduced our personnel in certain other locations in the quarter ended June 30, 2009, in an effort to streamline costs. Approximately 85 employees were affected by the reduction in force, principally at the Bellwood, Virginia location. In connection with the foregoing plans, we recorded restructuring costs and other charges of $4.6 million of which $4.3 million were related to involuntary employee terminations and other personnel costs, and the remaining $.3 million were principally related to a non-cash asset impairment. Of the personnel-related costs incurred, approximately $.8 million represented incremental non-cash expense, in connection with the accelerated vesting of previously granted stock-based payments. The restructuring efforts initiated during the second quarter of 2009 were substantially completed by the end of 2009.
The following table summarizes the activity relating to cash obligations (in millions) arising from the Company’s restructuring plans:
| | | | | | | | | | | | | |
| | | Employee | | | Facility- | | | | |
| | | Termination | | | Related | | | | |
| | | Costs | | | Costs | | | Total | |
| Restructuring obligations at December 31, 2007 | | $ | — | | | $ | — | | | $ | — | |
| | | | | | | | | | | | | |
| Cash restructuring costs and other charges incurred in 2008 | | | 4.5 | | | | — | | | | 4.5 | |
| | | | | | | | | | | | | |
| Cash payments in 2008 | | | — | | | | — | | | | — | |
| | | | | | | | | | |
| | | | | | | | | | | | | |
| Restructuring obligations at December 31, 2008 | | | 4.5 | | | | — | | | | 4.5 | |
| | | | | | | | | | | | | |
| Cash restructuring costs and other charges incurred in 2009 | | | 3.3 | | | | .5 | | | | 3.8 | |
| | | | | | | | | | | | | |
| Cash payments in 2009 | | | (5.5 | ) | | | (.5 | ) | | | (6.0 | ) |
| | | | | | | | | | |
| | | | | | | | | | | | | |
| Restructuring obligations at December 31, 2009 | | $ | 2.3 | | | $ | — | | | $ | 2.3 | |
| | | | | | | | | | |
These restructuring activities reduced excess capacity in our manufacturing system in response to reduced demand in the general engineering and ground transportation end markets in late 2008 and 2009. Costs related to maintaining this excess capacity were
34
avoided during 2009. We continue to maintain adequate capacity throughout our operations capable of meeting customer needs and serving anticipated market demand in the core markets of extruded rod and bar, seamless tube, and automotive products.
Segment and Business Unit Information
For the purposes of segment reporting under GAAP, we have one reportable segment, Fabricated Products. We also have three other business units which we combine into All Other. All Other is not considered a reportable segment. As described above, the Fabricated Products segment is comprised of our production facilities in North America which sell value-added, semi-fabricated specialty aluminum products such as heat treat sheet and plate, extrusions and forgings which are used in a wide range of industrial applications, including aerospace, defense, automotive and general engineering end-use applications. All Other is comprised of (i) Anglesey-related activities, including the smelting operations prior to September 30, 2009 and, thereafter, the purchase and sale of value-added secondary aluminum billet produced by Anglesey for which we receive a portion of a premium over normal commodity market prices recognized on a net basis as revenue, (ii) hedging activities with thein respect of our exposure to primary aluminum price risk and our exposure to British Pound Sterling exchange rate risk relating to Anglesey’s smelting operations through September 30, 2009, and (iii) corporate and other activities, expenses of which are not allocated to other business unit totaling $44.6 million for 2006 and $11.1 million for 2005. These amounts eliminateunits. The accounting policies of the segment are the same as those described in consolidation. Segment operating results for 2006 and 2005, exclude defined contribution savings plan charges of approximately $.4 million and $6.3 million, respectively (see Note 101 of Notes to Consolidated Financial Statements included in Item 8. “Financial Statements and Supplementary Data”).Data.” Segment results are evaluated internally before interest expense, other expense (income) and income taxes.
Fabricated Products
The table below provides selected operational and financial information (in millions of dollars except shipments and average sales process) for our Fabricated Products segment for 2009, 2008 and 2007:
| | | | | | | | | | | | | |
| | | Year Ended | | | Year Ended | | | Year Ended | |
| | | December 31, | | | December 31, | | | December 31, | |
| | | 2009 | | | 2008 | | | 2007 | |
| Shipments (mm lbs) | | | 428.5 | | | | 558.5 | | | | 547.8 | |
| | | | | | | | | | | | | |
| Composition of average realized third-party sales price (per pound): | | | | | | | | | | | | |
| Hedged cost of alloyed metal | | $ | .89 | | | $ | 1.19 | | | $ | 1.20 | |
| Average realized third party value-added revenue | | $ | 1.20 | | | $ | 1.20 | | | $ | 1.17 | |
| Average realized third party sales price | | $ | 2.09 | | | $ | 2.39 | | | $ | 2.37 | |
| | | | | | | | | | | | | |
| Net sales | | $ | 897.1 | | | $ | 1,336.8 | | | $ | 1,298.3 | |
| Segment Operating Income | | $ | 78.2 | | | $ | 53.5 | | | $ | 169.0 | |
For 2009, net sales of fabricated products decreased by 33% to $897.1 million, as compared to 2008, due primarily to a 23% decrease in shipments and a 13% decrease in average realized prices. Shipments of products for aerospace and high-strength applications in 2009 were 8% lower as compared to 2008 due to inventory destocking of products for aerospace and high strength applications throughout the supply chain during 2009, which was largely offset by higher contractual aerospace plate shipments. Shipments of general engineering products and automotive and custom industrial products in 2009 declined 29% as compared to 2008, reflecting weak economic and end-market conditions for general engineering and automotive applications, exacerbated by significant inventory destocking by our distributor customers and others in the value chain.
The reduction in average realized prices reflected the pass through to customers of 25% lower underlying hedged alloyed metal prices. Value-added revenue per pound remained consistent from 2008.
Net sales of fabricated products in 2008 increased by 3% to $1,336.8 million as compared to 2007, due primarily to a 2% increase in shipments and a 1% increase in average realized prices. Shipments of products for aerospace, high-strength and defense applications were slightly higher in 2008 as compared to 2007, reflecting continued strong demand for such products. Shipments of general engineering products were also higher as compared to 2007, but shipments for automotive and custom industrial products declined as compared to 2007. The increase in average realized price in 2008 as compared to 2007 was primarily due to higher realized value-added pricing.
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The table below provides shipment and value-added revenue information for our three end-use product groupings for 2009, 2008 and 2007 for our Fabricated Products segment:
| | | | | | | | | | | | | |
| | | Year Ended | | | Year Ended | | | Year Ended | |
| | | December 31, | | | December 31, | | | December 31, | |
| | | 2009 | | | 2008 | | | 2007 | |
| Shipments (mm lbs): | | | | | | | | | | | | |
| Aerospace and high strength products | | | 144.8 | | | | 157.7 | | | | 155.0 | |
| General engineering products | | | 189.0 | | | | 258.1 | | | | 245.8 | |
| All other products | | | 94.7 | | | | 142.7 | | | | 147.0 | |
| | | | | | | | | | |
| | | | 428.5 | | | | 558.5 | | | | 547.8 | |
| Value added revenue(1): | | | | | | | | | | | | |
| Aerospace and high strength products | | $ | 278.0 | | | $ | 323.8 | | | $ | 297.4 | |
| General engineering products | | | 164.7 | | | | 248.9 | | | | 225.3 | |
| All other products | | | 70.7 | | | | 99.8 | | | | 116.5 | |
| | | | | | | | | | |
| | | $ | 513.4 | | | $ | 672.5 | | | $ | 639.2 | |
| Value added revenue per pound: | | | | | | | | | | | | |
| Aerospace and high strength products | | $ | 1.92 | | | $ | 2.05 | | | $ | 1.92 | |
| General engineering products | | | .87 | | | | .96 | | | | .92 | |
| All other products | | | .75 | | | | .70 | | | | .79 | |
| | | | | | | | | | |
| | | $ | 1.20 | | | $ | 1.20 | | | $ | 1.17 | |
| | |
| (1) | | Value added revenue represents net sales less hedged cost of alloyed metal. |
Based on recent trends, management’s expectations for our Fabricated Products segment in 2010 include the following:
| • | | Aerospace and High Strength.We are optimistic about the long-term fundamentals of the aerospace industry and believe build rates of commercial aircraft will continue to be strong. While we believe destocking of inventory by service centers of aerospace and high strength products is abating, we expect destocking by airframe manufacturers to continue in the near-term. The net impact is that we expect our shipments for aerospace and high strength products to be slightly improved during the first half of 2010 from the average of the last three quarters of 2009 while the airframe manufacturers work through their inventory overhang. |
| • | | General Engineering.We expect demand for general engineering products to steadily improve with the industrial portion of the North American economy, and we are optimistic that destocking for these products has ended as service center inventories are at historic low levels. |
| • | | Custom Automotive and Industrial Products.Automotive demand is expected to improve 35% relative to 2009, tracking improved North American automotive build rates that are nonetheless expected to remain substantially below historic levels. |
Operating income for 2009, 2008 and 2007 includes non-run-rate items. Non-run-rate items to us are items that, while they may recur from period to period, (i) are particularly material to results, (ii) affect costs primarily as a result of external market factors, and (iii) may not recur in future periods if the same level of underlying performance were to occur. Non-run-rate items are part of our business and operating environment but are worthy of being highlighted for the benefit of the users of the financial statements. Our intent is to allow users of the financial statements to consider our results both in light of and separately from fluctuations in underlying metal prices, natural gas prices and currency exchange rates. These items are listed below (in millions of dollars):
| | | | | | | | | | | | | |
| | | Year Ended December 31, | |
| | | 2009 | | | 2008 | | | 2007 | |
| Segment operating income | | $ | 78.2 | | | $ | 53.5 | | | $ | 169.0 | |
| | | | | | | | | | | | | |
| Metal gains (losses) (before considering LIFO) | | | 5.5 | | | | (11.4 | ) | | | (13.1 | ) |
| Non-cash LIFO benefit (charges) | | | (8.7 | ) | | | 7.5 | | | | 14.0 | |
| Non-cash lower of cost or market inventory write down (1) | �� | | (9.3 | ) | | | (65.5 | ) | | | — | |
| Mark-to-market gains (losses) (2) | | | 4.9 | | | | (5.7 | ) | | | 1.7 | |
| Restructuring charges and other costs (3) | | | (4.5 | ) | | | (8.8 | ) | | | — | |
| Pre-emergence related environmental costs (4) | | | (.7 | ) | | | (5.0 | ) | | | (.9 | ) |
| | | | | | | | | | |
| Total non-run-rate items | | | (12.8 | ) | | | (88.9 | ) | | | 1.7 | |
| | | | | | | | | | |
| | | | | | | | | | | | | |
| Segment operating income excluding non-run-rate items | | $ | 91.0 | | | $ | 142.4 | | | $ | 167.3 | |
| | | | | | | | | | |
| | |
| (1) | | The $65.5 million lower of cost or market inventory write-down in 2008 was the result of the decline in metal prices in late 2008. The $9.3 million lower of cost or market inventory write-down in 2009 was the result of a further decline in metal prices in the first quarter of 2009. |
|
| (2) | | Mark to market gains (losses) represent unrealized gains (losses) on natural gas and certain foreign currency derivative instruments. |
36
| | |
| (3) | | Restructuring charges and other costs of $8.8 million in 2008 were the result of the restructuring plan to close the Tulsa, Oklahoma extrusion facility and to curtail operations at the Bellwood, Virginia facility. Restructuring charges and other costs of $4.5 million in 2009 include an additional $.8 million in connection with the restructuring plan described above and $3.7 million in connection with: (i) the further curtailment in the second quarter of our Bellwood, Virginia facility to focus solely on drive shaft and seamless tube products, (ii) the temporary shut down of the Bellwood, Virginia facility during the month of July 2009 and (iii) the reduction of personnel in certain other locations in the second quarter of 2009 in an effort to streamline costs (see discussion above). |
|
| (4) | | Pre-emergence related environmental costs were related to environmental issues at our Spokane, Washington facility that existed before our emergence from chapter 11 bankruptcy. |
As noted above, segment operating income excluding identified non-run-rate items for 2009 was $51.4 million lower than in 2008, and operating income excluding identified non-run-rate items for 2008 was $24.9 million lower than in 2007. Segment operating income for 2009 as compared to 2008 and for 2008 as compared to 2007 (in millions) reflects the following impacts:
| | | | | | | | | |
| | | 2009 vs. 2008 | | | 2008 vs. 2007 | |
| | | Favorable | | | Favorable | |
| | | (unfavorable) | | | (unfavorable) | |
| Sales impact | | $ | (94.0 | ) | | $ | 24.8 | |
| Manufacturing inefficiencies(1) | | | 13.6 | | | | (23.7 | ) |
| Energy costs | | | 18.5 | | | | (12.1 | ) |
| Planned major maintenance | | | 6.9 | | | | (2.6 | ) |
| Freight costs | | | 6.7 | | | | (3.4 | ) |
| Depreciation expense | | | (1.6 | ) | | | (2.8 | ) |
| Currency exchange related | | | 3.0 | | | | (1.3 | ) |
| Other | | | (4.5 | ) | | | (3.8 | ) |
| | | | | | | |
| Total | | $ | (51.4 | ) | | $ | (24.9 | ) |
| | | | | | | |
| | |
| (1) | | Manufacturing inefficiencies in 2008 were primarily the result of (i) planned interruptions in connection with the implementation of various investment programs, including the completion of our heat treat plate expansion project at our Trentwood facility in Spokane, Washington, (ii) challenges created by sudden drop in demand, and (iii) weather related inefficiencies. |
Segment operating results for 2009, 2008 and 2007 include (losses) gains on intercompany hedging activities with the hedging business unit totaling $(42.8) million, $16.9 million, and $19.8 million, respectively. These amounts eliminate in consolidation.
Primary Aluminum.All Other
All Other is comprised of (i) Anglesey-related activities, including primary aluminum production prior to September 30, 2009 and secondary aluminum production thereafter, (ii) hedging activities in respect of our exposure to primary aluminum price risk and our exposure to British Pound Sterling exchange rate risk relating to Anglesey’s smelting operations through September 30, 2009, and (iii) corporate and other activities, expenses of which are not allocated to other business units:
37
Primary/Secondary aluminum activities.
The table below provides selected operational and financial information (in millions of dollars except shipments and prices) for Anglesey related primary/secondary aluminum activities:
| | | | | | | | | | | | | |
| | | Year Ended | | | Year Ended | | | Year Ended | |
| | | December 31, | | | December 31, | | | December 31, | |
| | | 2009 | | | 2008 | | | 2007 | |
| Shipments (mm lbs) | | | 113.9 | | | | 133.1 | | | | 157.2 | |
| Average realized third party sales price (per pound) | | $ | .79 | | | $ | 1.29 | | | $ | 1.31 | |
| Net sales | | $ | 89.9 | | | $ | 171.4 | | | $ | 206.2 | |
| Operating Income (Loss) | | $ | 8.4 | | | $ | (14.8 | ) | | $ | 58.7 | |
During 2006,2009, third party net sales of primary aluminum increased 32%decreased 47% compared to 2005.2008. The increase was almost entirely attributabledecrease in net sales is primarily due to the increasesa 14% decrease in shipments and a 39% decrease in average realized prices. The lower shipments during the 2009 periods reflect the impact of the cessation of Anglesey’s smelting operation on September 30, 2009. Sales of primary aluminum from Anglesey’s smelting operations were recorded on a gross basis when title, ownership and risk of loss was passed to the buyer and collectability was reasonably assured. In connection with Anglesey's remelt operations, which commenced in the fourth quarter of 2009, we substantially reduced or eliminated our risks of inventory loss and metal prices and foreign currency exchange rate fluctuation. As we, in substance, are acting as the agent in the sales arrangement of the secondary aluminum products, the sales are and will be presented net of the cost of sales. During the fourth quarter of 2009, we did not recognize any net revenue on secondary aluminum shipments. During 2008, third party net sales of primary aluminum decreased 17% compared to 2007. The decrease in net sales is primarily due to a 15% decrease in shipments and a 2% decrease in average realized prices. The lower shipments during the 2008 periods reflect the loss of production from the outage triggered by the fire on June 12, 2008 (see discussion below).
30
The following table recaps (in millions of dollars) the major components of segmentthe operating results from Anglesey related primary and secondary aluminum activities for the current and prior year periods as well as(in millions of dollars) and the discussion following the table indicates the primary factors leading to such differences. Many of such factors indicated are subject to significant fluctuation from period to period and are largely impacted by items outside management’s control. See Item 1A. “Risk Factors.”
| | | | | | | | | | | | | |
| | | | | | | Year Ended | | | | |
| | | | | | | December 31, | | | | |
| | | 2009 | | | 2008 | | | 2007 | |
| Profit on metal sales from smelting operations (net of alumina sales)(1) | | $ | 10.2 | | | $ | 15.5 | | | $ | 7.1 | |
| Anglesey(2) | | | — | | | | 7.5 | | | | 51.6 | |
| Impairment of investment in Anglesey | | | (1.8 | ) | | | (37.8 | ) | | | — | |
| | | | | | | | | | |
| | | $ | 8.4 | | | $ | (14.8 | ) | | $ | 58.7 | |
| | | | | | | | | | |
| | | | | | | | | | | |
| | | 2006 vs. 2005 | | | |
| | | Operating
| | | Better
| | | |
Component | | Income | | | (Worse) | | | Primary Factor |
| |
| Sales of production from Anglesey | | $ | 51 | | | $ | 19 | | | Market price for primary aluminum |
| Internal hedging with Fabricated Products | | | (45 | ) | | | (34 | ) | | Eliminates in consolidation |
| Derivative settlements | | | — | | | | 1 | | | Impacted by positions and market prices |
Mark-to-market on derivative instruments | | | 17 | | | | 21 | | | Impacted by positions and market prices |
| | | | | | | | | | | |
| | | $ | 23 | | | $ | 7 | | | |
| | | | | | | | | | | |
| | |
| (1) | | Operating income represents earnings on metal purchases from Anglesey and resold by us and on alumina purchases from third parties by us and sold to Anglesey while it operated as a smelter. Such earnings were impacted by the market price for primary aluminum and alumina pricing, offset by the impact of foreign currency translation. |
|
| (2) | | Represents our share of earnings from Anglesey. Operating results in 2008 reflect the adverse impact from a fire in June 2008 (see discussion below). Anglesey results also include, for all periods presented, foreign currency transaction gains (losses) relating to our settlement of trade payables to Anglesey denominated in pounds sterling. |
Anglesey operated under a power agreement that provided sufficient power to sustain its smelting operations at near-full capacity until the contract expiration at the end of September 2009. Despite Anglesey’s efforts to find a sustainable alternative to its power supply needs, no sources of affordable power were identified to allow for the uninterrupted continuation of smelting operations beyond the expiration of the power contract. As a result, Anglesey fully curtailed its smelting operations on September 30, 2009.
In the fourth quarter of 2009, Anglesey commenced remelt and casting operations to produce secondary aluminum. Anglesey purchases its own material for the remelt and casting operation and sells its output to us and Rio Tinto, in proportion to our respective ownership interests. We expect Anglesey’s maximum production of secondary aluminum to ultimately reach approximately 140 million pounds per year, 49% of which will be sold to us in transactions structured to largely eliminate risks of inventory loss and metal price and foreign currency exchange rate fluctuation with respect to our income and cash flow related to Anglesey.
The improvement We fully impaired our investment in Anglesey-related results,Anglesey during the fourth quarter of 2008, taking into account the full curtailment of Anglesey’s smelting operations due to its inability to obtain affordable power (which we had anticipated as a likely possibility), Anglesey’s cash requirements for redundancy and pension payments, uncertainty with respect to the future of its operations, and our conclusion at that time that we should not expect to receive any dividends from Anglesey in the foreseeable future. For the first half of
38
2009, based upon our continued assessment of the facts and circumstances, we recorded additional impairment charges of $1.8 million relating to our investment in Anglesey, such that our investment balance remained at zero.
During the third quarter of 2009, Anglesey incurred a significant net loss, primarily as the result of recording charges for employee termination costs in connection with the cessation of its smelting operations. As a result of such loss and as we were not and are not obligated to (i) advance any funds to Anglesey, (ii) guarantee any obligations of Anglesey, or (iii) make any commitments to provide any financial support for Anglesey, we suspended the use of equity method of accounting with respect to our ownership in Anglesey during the quarter ended September 30, 2009. Accordingly, we did not recognize our share of Anglesey’s net loss for such period. We do not anticipate resuming the use of the equity method of accounting with respect to our investment in Anglesey unless and until (i) our share of any future net income of Anglesey equals or is greater than our share of net losses not recognized during periods for which the equity method was suspended and (ii) future dividends can be expected. We do not expect the occurrence of such events during the next 12 months.
In June 2008, Anglesey suffered a significant failure in the rectifier yard that resulted in a localized fire in one of the power transformers. As a result of the fire, Anglesey operated below its production capacity during the latter half of 2008 and incurred incremental costs, primarily associated with repair and maintenance costs, as well as loss of margin due to the offsetting adverseoutage. Under its property damage and business interruption insurance coverage, Anglesey received insurance settlement payments of approximately 14.0 million Pound Sterling in 2008 and 2009. These payments did not have any impact on our results as we fully impaired the value of our share of the insurance proceeds received by Anglesey in 2008 and we did not record our 49% share of the 2009 settlement due to the suspension of equity method of accounting in the third quarter of 2009. We do not expect to receive any such insurance proceeds paid to Anglesey through the distribution of dividends. However, in December 2009, we received a $.6 million insurance settlement payment for the loss of premium on the sale of our share of value added aluminum products resulting from the interruption of production caused by the fire.
Hedging activities.
Our pricing of fabricated aluminum products, as discussed above, is generally intended to lock-in a conversion margin (representing the value added from the fabrication process(es)) and to pass metal price risk on to our customers. However, in certain instances we do enter into firm price arrangements. In such instances, we have price risk on our anticipated primary aluminum purchases in respect of the customer’s order. As such, whenever our Fabricated Products segment enters into a firm price customer contract, our Hedging business unit and Fabricated Products segment enter into an “internal hedge” so that metal price risk resides in our Hedging business unit under All Other. Results from internal hedging resultsactivities between Fabricated Products and Hedging eliminate in 2006 over 2005 was driven primarilyconsolidation. As more fully discussed in Item 7A. “Quantitative and Qualitative Disclosures About Market Risk,” prior to the cessation of Anglesey’s smelting operations on September 30, 2009, our net exposure to primary aluminum price risk at Anglesey offset a significant amount the volume of fabricated products shipments with underlying primary aluminum price risk. As such, we considered our access to Anglesey production overall to be a “natural” hedge against Fabricated Products firm metal-price risk. However, since the volume of fabricated products shipped under firm prices may not have matched up on a month-to-month basis with expected Anglesey-related primary aluminum shipments and to the extent that firm price contracts from our Fabricated Products segment exceeded the Anglesey related primary aluminum shipments, we used third party hedging instruments to minimize any net remaining primary aluminum price exposure existing at any time.
As a result of the cessation of Anglesey’s smelting operations as of September 30, 2009 noted above, the “natural hedge” against primary aluminum price fluctuation created by increasesour participation in the primary aluminum market prices. Approximately two-thirdswas effectively eliminated. Accordingly, we use third party hedging instruments to limit exposure to Fabricated Products firm metal-price risks, which may have an adverse effect on our financial position, results of the cost of the Anglesey-related operations is alumina and power. Beginning in the second quarter of 2005, the Anglesey-related operating results were adversely affected by an approximate 20% increase in contractual alumina costs. However, contractual pricing for alumina is expected to improve approximately 20% (versus 2006) beginning in the second quarter of 2007. Also, Anglesey-related operating results were offset by an approximate 15% contractual increase in Anglesey’s power costs in 2006 (an adverse change of approximately $5 million compared to 2005). Further, the nuclear plant that supplies Anglesey its power is currently slated for decommissioning in late 2010. For Anglesey to be able to operate past September 2009 when its current power contract expires, Anglesey will have to secure a new or alternative power contract at prices that makes its operation viable. No assurance can be provided that Anglesey will be successful in this regard.cash flows.
In addition givento conducting hedging activities in respect of our exposure to aluminum price risk, the potentialhedging business unit also conducted hedging activities in respect of our exposure to British Pound Sterling exchange rate relating to Anglesey’s smelting operations through September 30, 2009.
All hedging activities are managed centrally on behalf of our business units to minimize transaction costs, to monitor consolidated net exposures and to allow for future shutdownincreased responsiveness to changes in market factors.
39
The table below provides a detail of operating income from our Hedging business unit for 2009, 2008 and related costs, dividends from Anglesey have been suspended while Anglesey studies future cash requirements. Dividends over the past five years have fluctuated substantially depending on various operational and market factors. During the last five years, cash dividends received were as follows (in millions of dollars): 2006 — $11.8, 2005 — $9.0, 2004 — $4.5, 2003 — $4.3 and 2002 — $6.0. Should the temporary suspension of dividends continue for a prolonged period or become permanent, we will have to consider whether it is appropriate to continue to recognize our equity share in Anglesey’s earnings.2007:
| | | | | | | | | | | | | |
| | | | | | | Year Ended | | |
| | | | | | | December 31, | | |
| | | 2009 | | 2008 | | 2007 |
| Internal hedging with Fabricated Products(1) | | | 42.8 | | | | (16.9 | ) | | | (19.8 | ) |
| Derivative settlements — Pound Sterling(2) | | | (12.2 | ) | | | (2.9 | ) | | | 10.2 | |
| Derivative settlements — External metal hedging(2) | | | (29.2 | ) | | | 16.4 | | | | (10.6 | ) |
| Market-to-market on derivative instruments(2) | | | 75.6 | | | | (81.4 | ) | | | 8.0 | |
| | | | | | | | | | | | | |
| | | $ | 77.0 | | | $ | (84.8 | ) | | $ | (12.2 | ) |
| | | | | | | | | | | | | |
| | |
| (1) | | Eliminates in consolidation. |
|
| (2) | | Impacted by positions and market prices. |
Corporate and Other.Other activities.
Operating expenses within the Corporate operating expensesand Other business unit represent corporate general and administrative expenses that are not allocated to ourother business segments.units, and Other operating benefits discussed above. The table below presents non-run-rate items within the Corporate and Other business unit, operating loss and operating loss excluding non-run-rate items:
| | | | | | | | | | | | | |
| | | | | | | Year Ended | | | | |
| | | | | | | December 31, | | | | |
| | | 2009 | | | 2008 | | | 2007 | |
| Operating loss | | | (44.9 | ) | | | (44.8 | ) | | | (33.5 | ) |
| | | | | | | | | | | | | |
| VEBA net periodic benefit (cost) income | | | (5.3 | ) | | | 0.6 | | | | 2.6 | |
| Pre-emergence related environmental costs | | | (1.7 | ) | | | (0.5 | ) | | | — | |
| Restructuring charges | | | (0.9 | ) | | | — | | | | — | |
| Other operating benefits | | | 0.9 | | | | 1.4 | | | | 13.6 | |
| | | | | | | | | | |
| Total non-run-rate items | | | (7.0 | ) | | | 1.5 | | | | 16.2 | |
| | | | | | | | | | | | | |
| Operating loss excluding non-run-rate | | $ | (37.9 | ) | | $ | (46.3 | ) | | $ | (49.7 | ) |
| | | | | | | | | | |
Corporate operating expenses excluding non-run-rate items for 20062009 were approximately $10.0$8.4 million higherlower than such expenses for 2008. The decrease reflects primarily (i) a $2.6 million decrease in 2005. Incentiveshort term incentive compensation accruals were approximately $8.3accrual, (ii) a $3.6 million higherreduction in 2006 than in 2005, including the $4.0 million non-cash charge associated with the granting of vestedprofessional fees and non-vested shares of our common stock at emergence as more fully discussed in Notes 1 and 7 of Notes to Consolidated Financial Statements included in Item 8. “Financial Statements and Supplementary Data”. Additionally, we incurred certain costs we consider largely non-run-rate, including(iii) a $1.9 million reduction in stock compensation cost based upon timing of preparation costsvesting and changes in vesting assumptions relating to performance shares.
Corporate operating expenses before non-run-rate items for 2008 were $3.4 million lower than such expenses for 2007. The decrease reflects primarily (i) a $1.6 million decrease in short term incentive compensation accrual, (ii) a $2.7 million reduction in professional fees related primarily to compliance with the Sarbanes-Oxley Act of 2002 or SOX and $1.3(iii) a $1.0 million increase in stock compensation cost based upon timing of vesting and changes in vesting assumptions relating to performance shares offsetting partially the other decreases in operating expenses.
We consider the restructuring costs associatedand other charges, the environmental costs incurred in 2008 in connection with certain computer upgrades. The remainingof our former production facilities, and the VEBA net period benefit costs discussed above to be non-run-rate items.
Other Information
We have significant federal income tax attributes. Section 382 of the Code affects a corporation’s ability to use its federal income tax attributes, including its net operating loss carry-forwards, following a more than 50% change in 2006 primarily reflects lower salary and other costs relatedownership during any period of 36 consecutive months, all as determined under the Code (an “ownership change”). Under Section 382(l)(5) of the Code, if we were to have an ownership change, our ability to use our federal income tax attributes would be limited to an amount equal to the movement toward a post-emergence structure.
Onceproduct of (i) the activities associated withaggregate value of our emergence from chapter 11 bankruptcy (which will continue through early 2007) and incremental SOX adoption-related activities are complete, we expect there will be at least a modest decline in Corporate and other cash costs by the end of 2008.
Corporate operating results for 2006, discussed above, exclude non-cash pension benefits of approximately $4.2 million relatedoutstanding common shares immediately prior to the terminated pension plans assumed byownership change and (ii) the PBGC and a creditapplicable federal long-term tax exempt rate in effect on the date of approximately $3.0 million relatedthe ownership change.
In order to reduce the resolutionrisk that any change in our ownership would jeopardize the preservation of a pre-emergence contingency, offset by a chargeour federal income tax attributes, our certificate of approximatelyincorporation prohibits certain transfers of our equity securities. More specifically, subject to certain exceptions for
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$4.5 million related to post emergencechapter 11-related items. Corporate operating results for 2005, exclude defined contribution savings plan chargestransactions that would not impair our federal income tax attributes, our certificate of approximately $.5 million. See Note 10incorporation prohibits a transfer of Notes to Consolidated Financial Statements included in Item 8. “Financial Statementsour equity securities without the prior approval of our Board of Directors if either (a) the transferor holds 5% or more of the total fair market value of all of our issued and Supplementary Data”outstanding equity securities (such person, a “5% shareholder”) or (b) as a result of such transfer, either (i) any person or group of persons would become a 5% shareholder or (ii) the percentage stock ownership of any 5% shareholder would be increased (any such transfer, a “5% transaction”).
Discontinued Operations. Operating results from discontinued operations for 2006 consist ofIn addition, we have a $7.5 million payment from an insurerstock transfer restriction agreement with the Union VEBA, which is our largest shareholder. Under the stock transfer restriction agreement, until the restriction release date, subject to exceptions for certain residual claims we had in respecttransactions that would not impair our federal income tax attributes, the Union VEBA is prohibited from transferring or otherwise disposing of more than 15% of the 2000 incidenttotal common shares issued to the Union VEBA pursuant to our Plan during any 12-month period without the prior approval of our Board of Directors. Under our stock transfer restriction agreement, the number of common shares that generally may be sold by the Union VEBA during any 12-month period is 1,321,485. As of January 31, 2010, the Union VEBA may sell up to 1,321,485 common shares.
Preserving our federal income tax attributes affects our ability to issue new common shares because such issuances must be considered in determining whether an ownership change has occurred under Section 382 of the Code. We estimate that we can currently issue approximately 30.0 million common shares without potentially impairing our ability to use our federal income tax attributes. However, additional sales by the Union VEBA could, and other 5% transactions would, decrease the number of common shares we can issue during any 36 month period without impairing our ability to use our federal income tax attributes. Similarly, any issuance of common shares by us would limit the number of shares that could be transferred in 5% transactions (other than sales permitted to be made by the Union VEBA under the stock transfer restriction agreement without the consent of our Board of Directors). If at any time we were to issue the maximum number of common shares that we could possibly issue without potentially impairing our Gramercy, Louisiana aluminaability to use of our federal income tax attributes, there could be no 5% transactions (other than sales by the Union VEBA permitted under the stock transfer restriction agreement without the consent of our Board of Directors) during the 36-month period thereafter.
Liquidity and Capital Resources
Summary
Cash and cash equivalents were $30.3 million as of December 31, 2009, up from $.2 million as of December 31, 2008. In addition to cash and cash equivalents, our revolving credit facility whichis a source of liquidity for operations. Borrowing on the revolving credit facility was soldzero at December 31, 2009, down from $36.0 million at December 31, 2008. Operating income and net cash inflows from changes in 2004,certain current assets and liabilities during 2009 contributed to the repayment of revolving credit borrowings and the $1.1increase in cash and cash equivalents. Of the $127.7 million surcharge refund relatedof net cash provided by operating activities during 2009, approximately $118.7 million was attributable to certain energy surcharges, which have been pendingoperating income for the period. Significant cash flows from changes in current assets and liabilities include decreases in inventories of $29.1 million, in trade and other receivables of $30.1 million, and in net receivables from affiliate of $11.6 million. Partially offsetting these cash inflows was a number of years. These amounts were offset,$19.8 million decrease in part, byother accrued liabilities and a $5.0$18.5 million charge resulting from an agreement between us and the Bonneville Power Administration for a rejected electric power contract (see Note 15 of Notesdecrease in payables to Consolidated Financial Statements included in Item 8. “Financial Statements and Supplementary Data”). Operating results from discontinued operations for 2005 include the $365.6 million gain on the sale of our interests in and related to QAL and the favorable operating results of our interests in and related to QAL, which were sold as of April 1, 2005.affiliate.
Reorganization Items. Reorganization itemsCash equivalents consist primarily of income,money market accounts and other highly liquid investments with an original maturity of three months or less when purchased. Our liquidity is affected by restricted cash that is pledged as collateral for derivative contracts with our counterparties and for certain letters of credit, or restricted to use for workers’ compensation requirements and certain agreements. Short term restricted cash, included in Prepaid expenses (including professional fees) or losses that are realized or incurred by us dueand other current assets, totaled $.9 million and $1.4 million as of December 31, 2009 and December 31, 2008, respectively. Long term restricted cash, which was included in Other Assets, was $17.4 million and $35.4 million as of December 31, 2009 and December 31, 2008, respectively. Included in long term restricted cash at December 31, 2009 and December 31, 2008 were zero and $17.2 million, respectively, of margin call deposits with our counterparties relating to our reorganization. Reorganization items in 2006 consisted primarily of a non-cash gain of approximately $3,110.3 million related to the implementation of our Plan and application of fresh start reporting. Reorganization items in 2005 consisted primarily of a non-cash charge of approximately $1,131.5 million that was recognized in connection with the consummation of two separate joint plans of liquidation of four subsidiaries as the value associated with an intercompany amount between two subsidiaries that was transferred for the benefit of certain third party creditors. See Notes 2 and 14 of Notes to Consolidated Financial Statements included in Item 8. “Financial Statements and Supplementary Data”.
2005 as Compared to 2004
Fabricated Aluminum Products. Net sales of fabricated products increased by 16% during 2005 as compared to 2004 primarily due to a 10% increase in average realized prices and a 6% increase in shipments. The increase in the average realized prices reflects (in relatively equal proportions) higher conversion prices and higher underlying primary aluminum prices. The higher conversion prices are primarily attributable to continuing strength in fabricated aluminum product markets, particularly for aerospace and high strength products, as well as a favorable mix in the type of aerospace/high strength products in the early part of 2005. Current period shipments were higher than 2004 shipments due primarily to the aforementioned strength in aerospace and high strength product demand.
Segment operating results (before Other operating charges, net) for 2005 improved over 2004 by approximately $54.0 million. The improvement consisted of improved sales performance (primarily due to factors cited above) of approximately $64.0 million, offset, by higher operating costs, particularly for natural gas. Higher natural gas prices had a particularly significant impact on the fourth quarter of 2005. Lower 2005 charges for legacy pension and retiree medical-related costs (approximately $5.0 million; see Note 7 of Notes to Consolidated Financial Statements) were largely offset by other cost increases versus 2004 including approximately $6.0 million of higher non-cash LIFO inventory charges ($9.0 in 2005 versus $3.2 in 2004). Segment operating results for 2005 and 2004 include gains on intercompany hedging activities with the primary aluminum business unit total $11.1 million and $8.6 million, respectively. These amounts eliminate in consolidation.
Segment operating results for 2005, discussed above, exclude deferred contribution savings plan charges of approximately $6.3 million (see Note 10 of Notes to Consolidated Financial Statements included in Item 8. “Financial Statements and Supplementary Data”).
Primary Aluminum. Third party net sales of primary aluminum in 2005 increased by approximately 13% as compared to 2004. The increase was almost entirely attributable to the increase in average realized primary aluminum prices.
Segment operating results for 2005 included approximately $32.0 million related to sale of primary aluminum resulting from our ownership interests in Anglesey offset by (a) losses on intercompany hedging activities with the Fabricated products business unit (which eliminate in consolidation) totaling approximately $11.1 million and (b) approximately $4.1 million of non-cash charges associated with the discontinuance of hedge accounting treatment of derivative instruments as more fully discussed in Notes 1 and 9 of Notes to Consolidated Financialpositions.
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Statements includedCash Flows
The following table summarizes our cash flow from operating, investing and financing activities for each of the past three years (in millions of dollars):
| | | | | | | | | | | | | |
| | | Year Ended | | | Year Ended | | | Year Ended | |
| | | December 31, | | | December 31, | | | December 31, | |
| | | 2009 | | | 2008 | | | 2007 | |
| Total cash provided by (used in): | | | | | | | | | | | | |
| Operating activities: | | | | | | | | | | | | |
| Fabricated Products | | $ | 154.1 | | | $ | 82.9 | | | $ | 162.1 | |
| All Other | | | (26.4 | ) | | | (36.0 | ) | | | (32.5 | ) |
| | | | | | | | | | |
| | | $ | 127.7 | | | $ | 46.9 | | | $ | 129.6 | |
| | | | | | | | | | |
| Investing activities: | | | | | | | | | | | | |
| Fabricated Products | | | (59.2 | ) | | | (91.6 | ) | | | (61.8 | ) |
| All Other | | | 18.5 | | | | (20.9 | ) | | | 9.2 | |
| | | | | | | | | | |
| | | $ | (40.7 | ) | | $ | (112.5 | ) | | $ | (52.6 | ) |
| | | | | | | | | | |
| Financing activities: | | | | | | | | | | | | |
| All Other | | | (56.9 | ) | | | (2.9 | ) | | | (58.3 | ) |
| | | | | | | | | | |
| | | $ | (56.9 | ) | | $ | (2.9 | ) | | $ | (58.3 | ) |
| | | | | | | | | | |
Operating Activities
Fabricated Products —In 2009, Fabricated Products’ operating activities provided $154.1 million of cash compared to $82.9 million of cash provided in Item 8. “Financial Statements2008. Cash provided in 2009 was primarily related to operating income of $78.2 million and Supplementary Data”. Primary aluminum hedging transactions with third parties were essentially neutralsignificant cash flows from changes in 2005. In 2004,current assets and liabilities, including a decrease in accounts receivables of $16.3 million, a decrease in inventory of $28.3 million, and an increase of $11.3 million in deferred revenues related primarily to cash received during the year from customers in advance of periods for which (i) production capacity is reserved, (ii) customer commitments have been deferred or reduced or (iii) performance is completed. Cash provided by Fabricated Products segment decreased in 2008 compared to 2007 due primarily to lower operating results consistedand increases in accounts receivables and inventories (excluding the effect of approximately $21.0lower of cost or market inventory write-down).
All Other —Cash used in operations in All Other is comprised of (i) cash provided (used) from Anglesey related to sales of primary aluminum resulting from the Company’s ownership interestsoperating activities, (ii) cash provided by (used in) hedging activities and (iii) cash used in corporate and other activities.
Anglesey and approximately $2.0related activities used $6.0 million of gainscash in 2009, compared to cash provided from third party hedgingAnglesey related activities offset by approximately $8.6of $37.3 million and $24.5 million of by lossescash in 2008 and 2007, respectively. Operating cash flows in all periods presented were comprised of operating income from Anglesey related activities and changes in working capital. The decrease in cash flows in 2009 compared to 2008 is primarily due to a decrease in operating income as a result of the cessation of Anglesey’s smelting operation on intercompany hedging activities with the Fabricated products business unit (which eliminateSeptember 30, 2009, decreases in consolidation).Accounts Payable and net Payable to/Due from affiliate. The improvement in Anglesey-related results in 2005 versus 2004 results primarily from the improvement in primary aluminum market prices discussed above. The primary aluminum market price driven improvement in Anglesey-related operating results were offset by an approximate 15% contractual increase in Anglesey’s power costs during the fourth quarter of 2005 as well ascash in 2008 compared to 2007 is primarily due to a decrease in Trade receivables and an increase in major maintenance costs incurredPayable to affiliate.
Hedging related activities provided $18.8 million of cash during 2009 compared to $23.3 million of cash used in 2005 (over 2004).
Post 2005 results2008 and $18.0 million used in 2007. Cash provided by (used in) our Hedging business unit are related to Anglesey will continue to berealized hedging gains (losses) on our derivative positions and are affected by the higher contractual power rate through the termtiming of the existing power agreement, which endssettlement of such realized gains (losses).
Corporate and other operating activities used $39.2 million, $50.0 million and $39.0 million of cash during 2009, 2008 and 2007, respectively. Cash outflow from Corporate and Other operating activities in 2009 as well as an approximate 20% increaseconsist primarily of $4.9 million of annual VEBA contribution and payments of $27.2 million in contractual alumina costs during the remainderrespect of the term of the Company’s existing alumina purchase contract, which extends through 2007. Power and alumina costs, in general, represent approximately two-thirds of Anglesey’s costs and, as such, future results will be adversely affected by these changes. Further, the nuclear plant that supplies Anglesey its power is slated for decommissioning in late 2009 or 2010, approximately the same time as when Anglesey’s current power agreement expires. For Anglesey to be able to operate past 2009, the power plant will need to operate past its current decommissioning date and Anglesey will have to secure a new or alternative power contract at prices that make its operation viable. No assurances can be provided that Anglesey will be successful in this regard.
Corporate and Other. Corporate operating expenses represent corporatecash general and administrative expenses which are not allocatedcosts. In 2008, cash outflow consisted primarily of payment in respect of general and administrative costs of $34.6 million and annual VEBA contribution of $8.5 million. In 2007, cash outflow consisted primarily of payment in respect of cash general and administrative costs of $36.7 million and payment for reorganization costs of $7.0 million partially offset by $8.7 million of proceeds from Other operating (benefit) charges, net.
Investing Activities
Fabricated Products —Cash used in investing activities for Fabricated Products was $59.2 million in 2009, compared to $91.6 million and $61.8 million of cash used in 2008 and 2007, respectively. Cash used in investing activities in 2009, 2008 and 2007 was primarily related to our business segments. In 2005, corporate operating expenses were comprised of approximately $30.0 million of expenses relatedcapital expenditures. Refer to ongoing operations and $5.0 million related to retiree medical expenses. In 2004, corporate operating expenses were comprised of approximately $21.0 million of expenses related to ongoing operations and approximately $50.0 million of retiree medical expenses.
The increase in expenses related to ongoing operations in 2005 compared to 2004 was due to an increase in professional expenses associated primarily with initiatives to comply with SOX and emergence-related activity, relocation of the corporate headquarters and transition costs, offset by the fact that key personnel ceased receiving retention payments as of the end of the first quarter of 2004 pursuant to our key employee retention program (see Note 19 of Notes to Consolidated Financial Statements included in Item 8. “Financial Statements and Supplementary Data”). The decline in retiree-related expenses is primarily attributable to the termination of the Inactive Pension Plan in 2004 and the change in retiree medical payments (see Note 19 of Notes to Consolidated Financial Statements included in Item 8. “Financial Statements and Supplementary Data”).
Corporate operating results“Capital Expenditures” below for 2005, discussed above, exclude defined contribution savings plan charges of approximately $.5 million (see Note 10 of Notes to Consolidated Financial Statements included in Item 8. “Financial Statements and Supplementary Data”).
Discontinued Operations. Discontinued operations in 2005 include the operating results of our interests in and related to QAL for the first quarter of 2005 and the gain that resulted from the sale of such interests on April 1, 2005. Discontinued operations in 2004 included a full year of operating results attributable to our interests in and related to QAL, as well as the operating results of the commodity interests that were sold at various times during 2004.
Income from discontinued operations for 2005 increased approximately $242.0 million over 2004. The primary factor for the improved results was the larger gain on the sale of the QAL-related interests (approximately $366.0 million) in 2005 compared to the gains from the sale of our interests in and related to Alumina Partners of Jamaica and the sale of the Mead Facility (approximately $127.0 million) in 2004. The adverse impacts in 2005 of the $42.0 million Kaiser Bauxite Company non-cash contract rejection charge were largely offset by improved operating results in 2005 associated with QAL (approximately $12.0 million) and the avoidance of approximately $33.0 million net losses by other commodity-related interests in 2004.additional information.
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Reorganization Items.All Other — Reorganization items increased substantiallyInvesting activities in 2005 over 2004 as a result a non-cash charge for approximately of $1,131.5 million in the fourth quarter of 2005. As more fully discussed in Note 14 of Notes to Consolidated Financial Statements included in Item 8. “Financial Statements and Supplementary Data”, the non-cash charge was recognized in connection with the consummation of the plans of liquidation discussed above as the value associated with an intercompany amount between two subsidiaries that was transferred for the benefit of certain third party creditors.
Liquidity and Capital Resources
As a result of the filing of the chapter 11 bankruptcy proceedings, claims against Kaiser and it subsidiaries that filed such cases for principal and accrued interest on secured and unsecured indebtedness existing on their filing date were stayed while those entities continued business operations asdebtors-in-possession, subject to the control and supervision of the Bankruptcy Court. See Notes 2 and 14 of Notes to Consolidated Financial Statements included in Item 8. “Financial Statements and Supplementary Data” for additional discussion of the chapter 11 bankruptcy cases.
Operating Activities. In 2006, fabricated products operating activities of the Successor provided approximately $62 million of cash and fabricated products operating activities of the Predecessor provided approximately $13 million of cash. These amounts compare with 2005 when fabricated operating activities of the Predecessor provided approximately $88 million of cash and with 2004 when fabricated products operating activities of the Predecessor provided approximately $35 million of cash. Cash provided in 2006 was primarily due to improved operating results offset in part by increased working capital. The increase in working capital in 2006All Other is primarily the result of the impact of higher primary aluminum prices and increased demand for fabricated aluminum products on inventories and accounts receivable, which is only partially offset by increases in accounts payable. Substantially all of the cash provided in 2005 was generated from operating results; working capital changes were modest. Operating results in 2004 generated approximately $70 million which was offset by increases in working capital of approximately $35 million. The increases in cash provided by fabricated products operating results in 2005 and 2004 were primarily due to improving demand for fabricated aluminum products. The foregoing analysis of fabricated products cash flow excludes consideration of pension and retiree cash payments made on behalf of current and former employees of the fabricated products facilities. Such amounts are part of the “legacy” costs that we internally categorize as a corporate cash outflow. See “— Corporate and Other Operating Activities” below.
In 2006, operating activities of the Successor used approximately $7 million and operating activities of the Predecessor provided approximately $36 million of cash attributable to our interest in and related to Anglesey. In 2005margin deposits required as cash collateral with our derivative counterparties and 2004, the operating activities of the Predecessor provided approximately $20 million and $14 million, respectively, ofrestricted cash attributable to our interests in and related to Anglesey. The increases in cash flows between 2006 and 2005 and between 2005 and 2004 is primarily attributable to increases in primary aluminum market prices.
Corporate and Other Operating Activities. Corporate and other operating activities of the Successor (including all “legacy” costs) used approximately $36 million and corporate and other operating activities of the Predecessor used approximately $70 million of cash during 2006. Corporate and other operating activities of the Predecessor used approximately $108 million and $150 million of cash in 2005 and 2004, respectively. Cash outflows from corporate and other operating activities in 2006, 2005 and 2004 included: (1) approximately $11 million, $37 million and $57 million, respectively, in respect of retiree medicalwe had on deposit as financial assurance for certain environmental obligations and VEBA funding for former and current operating units; (2) payments for reorganization costsworkers’ compensation claims from the State of approximately $28 million, $39 million and $35 million, respectively; and (3) payments in respect of general and administrative costs totaling approximately $41 million, $29 million and $26 million, respectively. Cash outflows for corporate and other operating activities in 2006 also included payments pursuant to our Plan of approximately $25 million and in 2004 also included $27 million to settle certain multi-site environmental claims.
Discontinued Operations Activities. In 2006, discontinued operation activities of the Predecessor provided $9 million of cash. This compares with 2005 and 2004 when discontinued operation activities of the Predecessor provided $17 million and $64 million of cash, respectively. Cash provided by discontinued operations in 2006 consisted of the proceeds from an $8 million payment from an insurer and a $1 million refund from commodity
34
interests energy vendors. The decrease in cash provided by discontinued operations in 2005 over 2004 resulted primarily from a decrease in favorable operating results due to the sale of substantially all of the commodity interests between the second half of 2004 and early 2005. The remaining commodity interests were sold as of April 1, 2005.
Investing Activities. Total capital expenditures for fabricated products were $56.9 million, $30.6 million, and $7.6 million in 2006, 2005 and 2004, respectively. Total capital expenditures for fabricated products are currently expected to be in the $60 million to $70 million range for 2007. The higher level of capital spending in 2006 and 2007 as compared to other periods reflects incremental investments, particularly at our Spokane, Washington facility. New equipment, furnacesand/or services will enable us to supply heavy gauge heat treat stretched plate to the aerospace and general engineering markets. The total capital spending for this project is expected to be approximately $105 million. Approximately $65 million of such cost was incurred in 2005 and 2006. The balance will be incurred primarily in 2007. Our remaining capital spending in 2007 will be spread among all manufacturing locations. A majority of the remaining capital spending is expected to reduce operating costs, improve product quality or increase capacity. However, no other individual project of significant size has been committed at this time.
In addition to the foregoing, as of March 2007, we are considering capital expenditures of approximately $20 million that would be for projects intended to generate incremental cost efficiencies or enhance commercial operations. Such costs would likely be incurred during 2007 and 2008 and would focus on one or more of ournon-rolling facilities. However, no assurances can be provided as to the timing or success of any such expenditures.
The level of capital expenditures may be adjusted from time to time depending on our business plans, price outlook for metal and other products, our ability to maintain adequate liquidity and other factors.
Total capital expenditures for discontinued operations were $3.5 million in 2004 (of which $1.0 million was funded by the minority partners in certain foreign joint ventures).
Financing Activities. In 2006, financing activities of the Successor provided approximately $49 million of cash and financing activities of the Predecessor provided approximately $1 million of cash. These amounts compare with 2005 when financing activities of the Predecessor used approximately $394 million of cash and with 2004 when financing activities of the Predecessor used approximately $294 million of cash. Cash provided in 2006 was primarily due to approximately $50 million of borrowings under the Successor’s term loan facility.Washington. Cash used in 2005investing activities in All Other was $20.9 million in 2008, representing transfers of the aforementioned margin call deposits to our counterparties relating to our derivative positions at December 31, 2008 and 2004 primarily relatescash deposits required relating to net cash used by discontinued operationsworkers’ compensation with the State of approximately $387 million and $291 million, respectively.
Washington. Cash generated from investing activities in All Other in 2009 included the return of a portion the 2008 deposits. Cash inflow in 2007 was related to the release of restricted funds that we had on deposit as financial assurance for workers’ compensation claims from the State of Washington.
Financing Facilities and Liquidity.Activities On
All Other —Cash used in financing activities in 2009 was $56.9 million. The cash outflow was primarily related to the July 6, 2006 effective daterepayment of net borrowings under our Plan, we entered into a new senior secured revolving credit agreement with a group of lenders providing for a $200 million revolving credit facility of which up$36.0 million and $19.6 million in cash dividends paid to stockholders. Cash used in financing activities was $2.9 million in 2008. The cash outflow was primarily related to $28.1 million used in share repurchases and $17.2 million in cash dividends paid to shareholders, partially offset by $36.0 million of net borrowings under our revolving credit facility and $7.0 million of borrowing under a note payable (see “Debt and Capital” below). Cash used in financing activities in 2007 was primarily related to a maximum$50.0 million repayment of $60the term loan and $7.4 million mayin cash dividends paid to shareholders.
Sources of Liquidity
Our most significant sources of liquidity are funds generated by operating activities, available cash and cash equivalents, and borrowing availability under our revolving credit facility. We believe funds generated from the expected results of operations, together with available cash and cash equivalents and borrowing availability under our revolving credit facility, will be utilizedsufficient to finance expansion plans and strategic initiatives, which could include acquisitions, for letters of credit.at least the next fiscal year. There can be no assurance, however, that we will continue to generate cash flows at or above current levels or that we will be able to maintain our ability to borrow under our revolving credit facility.
Under the revolving credit facility, we are able to borrow (or obtain letters of credit) from time to timetime-to-time in an aggregate amount equal to the lesser of $200$265 million andor a borrowing base comprised of eligible accounts receivable, eligible inventory and certain eligible machinery, equipment and real estate, reduced by certain reserves, all as specified in the revolving credit facility. In addition, of the aggregate amount available under the revolving credit facility, up to $60 million may be utilized for letters of credit. The revolving credit facitility has a five-year term andfacility matures in July 2011, at which time all principal amounts outstanding thereunder will be due and payable. Borrowings under the revolving credit facility bear interest at a rate equal to either a base prime rate or LIBOR, at our option, plus a specified variable percentage determined by reference to the then remaining borrowing availability under the revolving credit facility. The revolving credit facility may, subject to certain conditions and the agreement of lenders thereunder, be increased up to $275 million.
Concurrently with At December 31, 2009, based upon the executionborrowing base determination in effect as of that date, we had $171 million available under the revolving credit facility, of which $10 million was being used to support outstanding letters of credit, leaving $161 million of availability.
As of February 15, 2010, we also entered into a term loan facility with a grouphad $193.5 million available for borrowings and letters of lenders that provides for a $50 million term loan and is guaranteed by certain of our domestic operating subsidiaries. The term loan facility was fully drawn on August 4, 2006. The term loan facility has a five-year term and matures in July 2011, at which time all principal amounts outstanding thereunder will be due and payable. Borrowingscredit under the term loan facility bear interest at a rate equal to either a premium over a base prime rate or LIBOR, at our option.
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Amounts owed under each of the revolving credit facility, andof which $10.0 million was being used to support outstanding letters of credit, leaving $183.5 million of availability. No borrowings were outstanding as of February 15, 2010 under the term loanrevolving credit facility.
Amounts owed under the revolving credit facility may be accelerated upon the occurrence of various events of default set forth in each such agreement, including, without limitation, the failure to make principal or interest payments when due and breaches of covenants, representations and warranties set forth in each agreement.
warranties. The revolving credit facility is secured by a first priority lien on substantially all of our assets and the assets of our U.S.domestic operating subsidiaries that are also borrowers thereunder. The term loanrevolving credit facility, is secured by a second lien on substantially all of our assets and the assets of our U.S. operating subsidiaries that are the borrowers or guarantors thereof.
Both credit facilities placeas amended, places restrictions on our ability and certain of our subsidiaries to, among other things, incur debt, create liens, make investments, pay dividends, repurchase stock, sell assets, undertake transactions with affiliates and enter into unrelated lines of business.
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Capital Expenditures
A component of our long-term strategy is our capital expenditure program including our organic growth initiatives.
The following table presents our capital expenditures, net of accounts payable, for each of the past three fiscal years (in millions of dollars):
| | | | | | | | | | | | | |
| | | Year Ended | | | Year Ended | | | Year Ended | |
| | | December 31, | | | December 31, | | | December 31, | |
| | | 2009 | | | 2008 | | | 2007 | |
| Kalamazoo, Michigan Facility (1) | | $ | 47 | | | $ | 20 | | | $ | 3 | |
| Spokane, Washington facility (2) | | | 5 | | | | 36 | | | | 51 | |
| Purchase of real property of our Los Angeles, California facility (3) | | | — | | | | 10 | | | | — | |
| Other (4) | | | 7 | | | | 28 | | | | 11 | |
| Capital expenditures in accounts payable | | | — | | | | (1 | ) | | | (3 | ) |
| | | | | | | | | | |
| Total capital expenditures, net of accounts payable | | $ | 59 | | | $ | 93 | | | $ | 62 | |
| | | | | | | | | | |
| | |
| (1) | | The Kalamazoo, Michigan facility is expected to be equipped with two extrusion presses and a remelt operation. We expect it to significantly improve the capabilities and efficiencies of our rod and bar operations, enhance the market position of such products, and be a platform to enable further extruded products growth for automotive applications. During 2009, we financed a portion of our capital spending at the Kalamazoo, Michigan facility through an operating lease. We estimate that an additional $25 million to $30 million will be incurred in connection with this investment program, some of which may be financed by leasing transactions, and expect the completion of this investment program in 2010. |
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| (2) | | Inclusive of the $139 million heat treat plate expansion project at our Trentwood facility in Spokane, Washington. This project, completed in the fourth quarter of 2008, significantly increased our heat treat plate production capacity and augmented our product offerings by increasing the thickness of heat treat stretched plate we can produce for aerospace, defense and general engineering applications. |
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| (3) | | During 2008, we purchased for $10 million the real property of our Los Angeles, California facility, which we previously leased. |
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| (4) | | Other capital spending was spread among most of our manufacturing locations on projects expected to reduce operating costs, improve product quality, increase capacity or enhance operational security. |
We Total capital expenditures for Fabricated Products are currently believe that theexpected to range from $50 million to $60 million for all of 2010 and are expected to be funded using cash and cash equivalents, cash flows from operations, and cash availableborrowings under theour revolving credit facility, or other third party financing sources.
The level of anticipated capital expenditures for future periods may be adjusted from time to time depending on our business plans, price outlook for fabricated aluminum products, our ability to maintain adequate liquidity and other factors. No assurance can be provided as to the timing or success of any such expenditures.
Debt
On December 19, 2008, we executed a promissory note (the “Note”) in the amount of $7.0 million in connection with the purchase of real property of our Los Angeles, California facility. Interest is payable on the unpaid principal balance of the Note monthly in arrears on the outstanding principal balance at the prime rate, as defined in the Note, plus 1.5%, in no event to exceed 10% per annum, on the first day of each month. A principal payment of $3.5 million is due February 1, 2012 and the remaining principal of $3.5 million is due on February 1, 2013. The Note is secured by the deed of trust on the property.
Dividends
In June 2007, our Board of Directors initiated the declaration of regular quarterly cash dividends to holders of our common stock, including the holders of restricted stock. Such dividend declarations also result in the payment of dividend equivalents to the holders of certain restricted stock units and the holders of performance shares with respect to one half of the performance shares. Dividends
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declared were $.18 per common share per quarter until June 2008, at which time our Board of Directors increased the quarterly cash dividend to $.24 per common share per quarter. Total cash dividends (and dividend equivalents) paid in 2009, 2008 and 2007 were $.96 per share (or $19.6 million), $.84 per common share (or $17.2 million) and $.36 per common share (or $7.4 million), respectively.
In January 2010, our Board of Directors declared another quarterly cash dividend of $.24 per common share, or $4.9 million, to stockholders of record at the close of business on January 25, 2010, which was paid on or about February 12, 2010.
Further declaration and payment of dividends, if any, will provide sufficient working capital to allow us to meetbe at the discretion of the Board of Directors and will be dependent upon our obligations for at leastresults of operations, financial condition, cash requirements, future prospects and other factors. We can give no assurance that any dividends will be declared or paid in the next twelve months. During July 2006, we borrowed and repaid $8.6 million under the revolving credit facility. At February 28, 2007, there were no borrowings outstanding under thefuture. Our revolving credit facility, there were approximately $13.6as amended on January 9, 2009, restricts our ability to pay dividends. We may pay cash dividends only if we maintain $100 million in borrowing availability thereunder and are not in default and would not be in default as a result of the dividend payment, and such dividends cannot exceed $25 million during any fiscal year.
Stock Repurchase Plan
In June 2008, our Board of Directors authorized the repurchase of up to $75 million of outstanding lettersour common shares, with repurchase transactions to occur in open-market or privately negotiated transactions at such times and prices as management deemed appropriate and to be funded with our excess liquidity after giving consideration to internal and external growth opportunities and future cash flows. The repurchase plan may be modified, extended or terminated by our Board of creditDirectors at any time. We repurchased a total of 572,706 common shares at the weighted-average price of $49.05 per share under this repurchase plan. As of December 31, 2009, $46.9 million remained available for repurchasing under the existing repurchase authorization.
Our revolving credit facility, and there was $50 million outstandingas amended on January 9, 2009, prohibits us from making further share repurchases. As a result, we can no longer repurchase our common shares under our stock repurchase plan or otherwise, or withhold common shares to satisfy employee minimum statutory withholding obligations in connection with the term loan facility.vesting of equity awards under our compensation programs, without lender approval.
Restrictions Related to Equity Capital
As we discussed in Note 9 of Notes to Consolidated Financial Statements included in Item 8. “Financial Statements and Supplementary Data” and elsewhere in this Report, there are restrictions on the transfer of our common shares. See “Other Information” above for additional information on the restrictions and related effects on our equity capital. In addition, our revolving credit facility, as amended, prohibits us from repurchasing our common stock and limits our ability to pay dividends.
Environmental Commitments and Contingencies.Contingencies
We are subject to a number of environmental laws and regulations, to fines or penalties assessed for alleged breaches of the environmental laws and regulations, and to claims and litigation based upon such laws.laws and regulations. Based on our evaluation of these and other environmental matters, we have established environmental accruals of $8.4$9.7 million at December 31, 2006.2009 of which $6.2 million is related to our Trentwood facility in Spokane, Washington. However, we believe that it is reasonably possible that changes in various factors could cause costs associated with these environmental matters to exceed current accruals by amounts that could be, in the aggregate, up to an estimated $15.2 million.
We$16.9 million, primarily in connection with our ongoing efforts to address the historical use of oils containing polychlorinated biphenyls, or PCBs, at the Trentwood facility in Spokane, Washington where we are working with regulatory authorities and performing studies and remediation pursuant to several consent orders with the State of Washington relatingWashington.
Contractual Obligations, Commercial Commitments and Off-Balance Sheet and Other Arrangements
Contractual Obligations and Commercial Commitments
We are obligated to make future payments under various contracts such as long-term purchase obligations and lease agreements. We have grouped these contractual obligations into operating activities, investing activities and financing activities in the historical usesame manner as they are classified in our Statements of oils containing polychlorinated biphenyls, or PCBs, at the Trentwood facility. In early 2007, we received a letter from the regulatory authorities confirming that their investigation had been closed.
Capital Structure.
Successor: On the July 6, 2006 effective date of our Plan, pursuant to the Plan, all equity interests in Kaiser outstanding immediately prior to such date were cancelled without consideration and issued 20,000,000 new shares of common stock to a third-party disbursing agent for distribution in accordance with our Plan. As we discussed in Note 6 of Notes to Consolidated Financial StatementsCash Flows included in Item 8. “Financial Statements and SupplementarySupplemental Data”, there are restrictions on the transfer of common stock. In addition, under the revolving credit facility and the term loan facility, there are restrictions on our purchase of common stock by the Company and limitations on our ability in order to pay dividends.
Predecessor: Prior to July 6, 2006, effective date of our Plan, MAXXAM Inc. and one of its wholly owned subsidiaries collectively owned approximately 63% of our common stock, with the remaining approximately 37% being publicly held. However, as discussed in Note 14 of Notes to Consolidated Financial Statements included in Item 8. “Financial Statements and Supplementary Data”, pursuant to our Plan, allprovide a better understanding of the pre-emergence equity interests in Kaiser were cancelled without consideration upon our emergence from chapter 11 bankruptcy on July 6, 2006.
Other Matters
Income Tax Matters. Although we have substantial tax attributes availablenature of the obligations and to offset the impact of future income taxes, we do not yet meet the “more likely than not” criteriaprovide a basis for recognition of such attributes primarily because we do not have sufficient history of paying taxes. As such, we have recorded a full valuation allowance against the amount of tax attributes available and no deferred tax asset was recognized. See Note 6 of Notescomparison to historical information.
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Consolidated Financial Statements included in Item 8. “Financial Statements and Supplementary Data” for a discussion of these and other income tax matters.
New Accounting Pronouncements
The section “New Accounting Pronouncements” from Note 1 of Notes to Consolidated Financial Statements included in Item 8. “Financial Statements and Supplementary Data” is incorporated herein by reference.
Critical Accounting Policies
Successor:
Critical accounting policies fall into two broad categories. The first type of critical accounting policies includes those that are relatively straightforward in their application, but which can have a significant impact on the reported balances and operating results (such as revenue recognition policies, inventory accounting methods, etc.). The first type of critical accounting policies is outlined in Note 1 of Notes to Consolidated Financial Statements included in Item 8. “Financial Statements and Supplementary Data” and is not addressed below. The second type of critical accounting policies includes those that are both very important to the portrayal of our financial condition and results, and require management’s most difficult, subjectiveand/or complex judgments. Typically, the circumstances that make these judgments difficult, subjectiveand/or complex have to do with the need to make estimates about the effect of matters that are inherently uncertain. Our critical accounting policies after emergence from chapter 11 bankruptcy will, in some cases, be different from those before emergence (as many of the significant judgments affecting the financial statements related to matters/items directly a result of the chapter 11 bankruptcy or related to liabilities that were resolved pursuant to our Plan). See the Notes to Consolidated Financial Statements included in Item 8. “Financial Statements and Supplementary Data” for discussion of possible differences.
While we believe that all aspects of its financial statements should be studied and understood in assessing its current (and expected future) financial condition and results, we believe that the accounting policies that warrant additional attention include:
1. Application of fresh start accounting.
Upon emergence from chapter 11 bankruptcy, we applied “fresh start” accounting to our consolidated financial statements as required bySOP 90-7. As such, in July 2006, we adjusted stockholders’ equity to equal the reorganization value of the entity at emergence. Additionally, items such as accumulated depreciation, accumulated deficit and accumulated other comprehensive income (loss) were reset to zero. We allocated the reorganization value to our individual assets and liabilities based on their estimated fair value at the emergence date based, in part, on information from a third party appraiser. Such items as current liabilities, accounts receivable and cash reflected values similar to those reported prior to emergence. Items such as inventory, property, plant and equipment, long-term assets and long-term liabilities were significantly adjusted from amounts previously reported. Because fresh start accounting was adopted at emergence and because of the significance of liabilities subject to compromise that were relieved upon emergence, meaningful comparisons between the historical financial statements and the financial statements from and after emergence are difficult to make.
2. Our judgments and estimates with respect to commitments and contingencies.
Valuation of legal and other contingent claims is subject to a great deal of judgment and substantial uncertainty. Under GAAP, companies are required to accrue for contingent matters in their financial statements only if the amount of any potential loss is both “probable” and the amount (or a range) of possible loss is “estimatable.” In reaching a determination of the probability of an adverse ruling in respect of a matter, we typically consult outside experts. However, any such judgments reached regarding probability are subject to significant uncertainty. We may, in fact, obtain an adverse ruling in a matter that we did not consider a “probable” loss and which, therefore, was not accrued for in our financial statements. Additionally, facts and circumstances in respect of a matter can change causing key assumptions that were used in previous assessments of a matter to change. It is possible that amounts at risk in respect of one matter may be “traded
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off” against amounts under negotiations in a separate matter. Further, in estimating the amount of any loss, in many instances a single estimation of the loss may not be possible. Rather, we may only be able to estimate a range for possible losses. In such event, GAAP requires that a liability be established for at least the minimum end of the range assuming that there is no other amount which is more likely to occur.
3. Our judgments and estimates in respect of our employee defined benefit plans.
Defined benefit pension and postretirement medical obligations included in our consolidated financial statements at June 30, 2006 and at prior dates are based on assumptions that were subject to variation fromyear-to-year. Such variations could have caused our estimate of such obligations to vary significantly. Restructuring actions relating to our exit from most of our commodities businesses (such as the indefinite curtailment of the Mead smelter) also had a significant impact on such amounts.
The most significant assumptions used in determining the estimated year-end obligations were the assumed discount rate, long-term rate of return (“LTRR”) and the assumptions regarding future medical cost increases. Since recorded obligations represent the present value of expected pension and postretirement benefit payments over the life of the plans, decreases in the discount rate (used to compute the present value of the payments) would cause the estimated obligations to increase. Conversely, an increase in the discount rate would cause the estimated present value of the obligations to decline. The LTRR on plan assets reflects an assumption regarding what the amount of earnings would be on existing plan assets (before considering any future contributions to the plans). Increases in the assumed LTRR would cause the projected value of plan assets available to satisfy pension and postretirement obligations to increase, yielding a reduced net expense in respect of these obligations. A reduction in the LTRR would reduce the amount of projected net assets available to satisfy pension and postretirement obligations and, thus, cause the net expense in respect of these obligations to increase. As the assumed rate of increase in medical costs went up, so did the net projected obligation. Conversely, if the rate of increase was assumed to be smaller, the projected obligation declined.
4. Our judgments and estimates in respect to environmental commitments and contingencies.
We are subject to a number of environmental laws and regulations, to fines or penalties assessed for alleged breaches of such laws and regulations and to claims and litigation based upon such laws and regulations. Based on our evaluation of environmental matters, we have established environmental accruals, primarily related to potential solid waste disposal and soil and groundwater remediation matters. These environmental accruals represent our estimate of costs reasonably expected to be incurred on a going concern basis in the ordinary course of business based on presently enacted laws and regulations, currently available facts, existing technology and our assessment of the likely remediation action to be taken. However, making estimates of possible environmental remediation costs is subject to inherent uncertainties. As additional facts are developed and definitive remediation plans and necessary regulatory approvals for implementation of remediation are established or alternative technologies are developed, changes in these and other factors may result in actual costs exceeding the current environmental accruals.
See Note 8 of Notes to Consolidated Financial Statements in Item 8. “Financial Statements and Supplementary Data” for additional information in respect of environmental contingencies.
5. Our judgments and estimates in respect of conditional asset retirement obligations.
Companies are required to estimate incremental costs for special handling, removal and disposal costs of materials that may or will give rise to conditional asset retirement obligations (“CAROs”) and then discount the expected costs back to the current year using a credit adjusted risk free rate. Under current accounting guidelines, liabilities and costs for CAROs must be recognized in a company’s financial statements even if it is unclear when or if the CARO will be triggered. If it is unclear when or if a CARO will be triggered, companies are required to use probability weighting for possible timing scenarios to determine the probability weighted amounts that should be recognized in the company’s financial statements. As more fully discussed in Note 1 of Notes to Consolidated Financial Statements included in Item 8. “Financial Statements and Supplementary Data”, we have evaluated our exposures to CAROs and determined that we have CAROs at several of our facilities. The vast majority of such CAROs consist of incremental costs that would be associated with the removal and disposal of asbestos (all of which is believed to be fully contained and encapsulated within walls,
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floors, ceilings or piping) of certain of the older facilities if such facilities were to undergo major renovation or be demolished. No plans currently exist for any such renovation or demolition of such facilities and the Company’s current assessment is that the most probable scenarios are that no such CARO would be triggered for 20 or more years, if at all. Nonetheless, we recorded an estimated CARO liability of approximately $2.7 million at December 31, 2005 and such amount will increase substantially over time.
The estimation of CAROs is subject to a number of inherent uncertainties including: (1) the timing of when any such CARO may be incurred, (2) the ability to accurately identify all materials that may require special handling or treatment, (3) the ability to reasonably estimate the total incremental special handling and other costs, (4) the ability to assess the relative probability of different scenarios which could give rise to a CARO, and (5) other factors outside a company’s control including changes in regulations, costs and interest rates. As such, actual costs and the timing of such costs may vary significantly from the estimates, judgments and probable scenarios we considered, which could, in turn, have a material impact on our future financial statements.
6. Recoverability of recorded asset values.
Under GAAP, assets to be held and used are evaluated for recoverability differently than assets to be sold or disposed of. Assets to be held and used are evaluated based on their expected undiscounted future net cash flows. So long as we reasonably expect that such undiscounted future net cash flows for each asset will exceed the recorded value of the asset being evaluated, no impairment is required. However, if plans to sell or dispose of an asset or group of assets meet a number of specific criteria, then, under GAAP, such assets should be considered held for sale/disposition and their recoverability should be evaluated, based on expected consideration to be received upon disposition. Sales or dispositions at a particular time will be affected by, among other things, the existing industry and general economic circumstances as well as our own circumstances, including whether or not assets will (or must) be sold on an accelerated or more extended timetable. Such circumstances may cause the expected value in a sale or disposition scenario to differ materially from the realizable value over the normal operating life of assets, which would likely be evaluated on long-term industry trends.
7. Income Tax Provision.
Although we have substantial tax attributes available to offset the impact of future income taxes, we do not meet the “more likely than not” criteria for recognition of such attributes primarily because we do not have sufficient history of paying taxes. As such, we recorded a full valuation allowance against the amount of tax attributes available and no deferred tax asset was recognized. The benefit associated with any reduction of the valuation allowance is first utilized to reduce intangible assets with any excess being recorded as an adjustment to stockholders’ equity rather than as a reduction of income tax expense. Therefore, despite the existence of such tax attributes, we expect to record a full statutory tax provision in future periods and, therefore, the benefit of any tax attributes realized will only affect future balance sheets and statements of cash flows. If we ultimately determine that we meet the “more likely than not” recognition criteria, the amount of net operating loss carryforwards and other defined tax assets would be recorded on the balance sheet and would be recorded as an adjustment to Stockholders’ equity.
In accordance with GAAP, financial statements for interim periods include an income tax provision based on the effective tax rate expected to be incurred in the current year. Accordingly, estimates and judgments are made (by taxable jurisdiction) as to the amount of taxable income that may be generated, the availability of deductions and credits expected and the availability of net operating loss carry forwards or other tax attributes to offset taxable income. Making such estimates and judgments is subject to inherent uncertainties given the difficulty predicting such factors as future market conditions, customer requirements, the cost for key inputs such as energy and primary aluminum, overall operating efficiency and many other items. However, if among other things, (1) actual results vary from our forecasts due to one or more of the factors cited above or elsewhere in this Report, (2) income is distributed differently than expected among tax jurisdictions, (3) one or more material events or transactions occur which were not contemplated, (4) other uncontemplated transactions occur, or (5) certain expected deductions, credits or carry forwards are not be available, it is possible that the effective tax rate for a year could vary materially from the assessments used to prepare the interim
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consolidated financial statements. See Note 6 of Notes to Consolidated Financial Statements included in Item 8. “Financial Statements and Supplementary Data” for additional discussion of these matters.
Predecessor:
Our critical accounting policies after emergence from chapter 11 bankruptcy will, in some cases, be different from those before emergence. Many of the significant judgments affecting our financial statements relate to matters related to chapter 11 bankruptcy proceedings or liabilities that were resolved pursuant to our Plan. Where critical accounting policies before emergence were the same as current policiesand/or no unique circumstances existed, the policies are not repeated below.
1. Predecessor Reporting While in Reorganization.
Our consolidated financial statements as of and for dates and periods prior to July 1, 2006, were prepared on a “going concern” basis in accordance withSOP 90-7 and did not include the impacts of our Plan including adjustments relating to recorded asset amounts, the resolution of liabilities subject to compromise and the cancellation of the interests of our pre-emergence stockholders. Adjustments related to the Plan materially affected the consolidated financial statements included in Item 8. “Financial Statements and Supplementary Data” as more fully shown in the opening July 1, 2006 balance sheet presented in Note 2 of Notes to Consolidated Financial Statements included in Item 8. “Financial Statements and Supplementary Data”.
In addition, during the course of the chapter 11 bankruptcy proceedings, there were material impacts including:
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| • | Additional filing date claims were identified through the proof of claim reconciliation process and arose in connection with actions taken by us in the chapter 11 bankruptcy proceedings. For example, while we considered rejection of the Bonneville Power Administration, or BPA, contract to be in our best long-term interests, the rejection resulted in an approximate $75 million claim by the BPA. In the second quarter of 2006, an agreement with the BPA was approved by the Bankruptcy Court under which the claim was settled for a pre-petition claim of $6.1 million. |
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| • | The amount of pre-filing date claims ultimately allowed by the Bankruptcy Court in respect of contingent claims and benefit obligations was materially different from the amounts reflected in our consolidated financial statements. |
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| • | As more fully discussed below, changes in business plans precipitated by the chapter 11 bankruptcy proceedings resulted in significant charges associated with the disposition of assets. |
2. Our judgments and estimates with respect to commitments and contingencies.
Valuation of legal and other contingent claims is subject to judgment and substantial uncertainty. Under GAAP, companies are required to accrue for contingent matters in their financial statements only if the amount of any potential loss is both “probable” and the amount or range of possible loss is “estimatable.” In reaching a determination of the probability of adverse rulings, we typically consult outside experts. However, any judgments reached regarding probability are subject to significant uncertainty. We may, in fact, obtain an adverse ruling in a matter that it did not consider a “probable” loss and which was not accrued for in our financial statements. Additionally, facts and circumstances causing key assumptions that were used in previous assessments are subject to change. It is possible that amounts at risk in one matter may be “traded off” against amounts under negotiation in a separate matter. Further, in many instances a single estimation of a loss may not be possible. Rather, we may only be able to estimate a range for possible losses. In such event, GAAP requires that a liability be established for at least the minimum end of the range assuming that there is no other amount which is more likely to occur.
Prior to our emergence from chapter 11 bankruptcy, we had two potentially material contingent obligations that were subject to significant uncertainty and variability in their outcome: (1) the USW unfair labor practice claim and (2) the net obligation in respect of personal injury-related matters.
As more fully discussed in Note 21 of Notes to Consolidated Financial Statements included in Item 8. “Financial Statements and Supplementary Data”, we accrued an amount in the fourth quarter of 2004 for the USW unfair labor practice matter. We did not accrue any amount prior to the fourth quarter of 2004 because we did not
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consider the loss to be “probable.” Our assessment had been that the possible range of loss in this matter ranged from zero to $250 million based on the proof of claims filed (and other information provided) by the National Labor Relations Board, or NLRB, and the USW in connection with our chapter 11 bankruptcy proceedings. While we continued to believe that the unfair labor practice charges were without merit, during January 2004, we agreed to allow a claim in favor of the USW in the amount of the $175 million as a compromise and in return for the USW agreeing to substantially reduce or eliminate certain benefit payments as more fully discussed in Note 21 of Notes to Consolidated Financial Statements included in Item 8. “Financial Statements and Supplementary Data”. However, this settlement was not recorded at that time because it was still subject to Bankruptcy Court approval. The settlement was ultimately approved by the Bankruptcy Court in February 2005 and, as a result of the contingency being removed with respect to this item (which arose prior to the December 31, 2004 balance sheet date), a non-cash charge of $175 million was reflected in our consolidated financial statements at December 31, 2004.
Also, as more fully discussed in Note 21 of Notes to Consolidated Financial Statements included in Item 8. “Financial Statements and Supplementary Data”, we were one of many defendants in personal injury claims by a large number of persons who assert that their injuries were caused by, among other things, exposure to asbestos during, or as a result of, their employment or association with us or by exposure to products containing asbestos last produced or sold by us more than 20 years ago. We have also previously disclosed that certain other personal injury claims had been filed in respect of alleged pre-filing date exposure to silica and coal tar pitch volatiles. Due to the chapter 11 bankruptcy proceedings, existing lawsuits in respect of all such personal injury claims were stayed and new lawsuits could not be commenced against us. Our June 30, 2006 financial statements included a liability for estimated asbestos-related costs of $1,115 million, which represents our estimate of the minimum end of a range of costs. The upper end of our estimate of costs was approximately $2,400 million and we were aware that certain constituents had asserted that they believed that actual costs could exceed the top end of our estimated range, by a potentially material amount. No estimation of our liabilities in respect of such matters occurred as a part of our Plan. However, given that our Plan was implemented in July 2006, all such obligations in respect of personal injury claims have been resolved and will not have a continuing effect on our financial condition after emergence.
Our June 30, 2006 financial statements included a long-term receivable of $963.3 million for estimated insurance recoveries in respect of personal injury claims. We believed that, prior to the implementation of our Plan, recovery of this amount was probable (if our Plan was not approved) and additional amounts were recoverable in the future if additional liability was ultimately determined to exist. However, we could not provide assurance that all such amounts would be collected. However, as our Plan was implemented in July 2006, the rights to the proceeds from these policies have been transferred (along with the applicable liabilities) to certain personal injury trusts set up as a part of our Plan and we have no continuing interests in such policies.
3. Our judgments and estimates related to employee benefit plans.
Pension and postretirement medical obligations included in the consolidated financial statements at June 30, 2006 and at prior dates were based on assumptions that were subject to variation from year to year. Such variations can cause our estimate of such obligations to vary significantly. Restructuring actions relating to our exit from most of our commodities businesses also had a significant impact on the amount of these obligations.
For pension obligations, the most significant assumptions used in determining the estimated year-end obligation were the assumed discount rate and LTRR on pension assets. Since recorded pension obligations represent the present value of expected pension payments over the life of the plans, decreases in the discount rate used to compute the present value of the payments cause the estimated obligations to increase. Conversely, an increase in the discount rate would cause the estimated present value of the obligations to decline. The LTRR on pension assets reflected our assumption regarding what the amount of earnings would be on existing plan assets before considering any future contributions to the plans. Increases in the assumed LTRR would cause the projected value of plan assets available to satisfy pension obligations to increase, yielding a reduced net pension obligation. A reduction in the LTRR would reduce the amount of projected net assets available to satisfy pension obligations and, thus, caused the net pension obligation to increase.
For postretirement obligations, the key assumptions used to estimate the year-end obligations were the discount rate and the assumptions regarding future medical costs increases. The discount rate affected the postretirement obligations in a similar fashion to that described above for pension obligations. As the assumed
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rate of increase in medical costs went up, so did the net projected obligation. Conversely, as the rate of increase was assumed to be smaller, the projected obligation declined.
Since our largest pension plans and the post retirement medical plans were terminated in 2003 and 2004, the amount of variability in respect of such plans was substantially reduced. However, there were five remaining defined benefit pension plans that were still ongoing pending the resolution of certain litigation with the PBGC. We prevailed in the litigation against the PBGC in August 2006, and four of these remaining plans were terminated in December 2006.
Given that all of our significant benefit plans after the emergence date are defined contribution plans or have limits on the amounts to be paid, our future financial statements will not be subject to the same volatility as our financial statements prior to emergence and the termination of the plans.
4. Our judgments and estimates related to environmental commitments and contingencies.
We are subject to a number of environmental laws and regulations, to fines or penalties that may be assessed for alleged breaches of such laws and regulations, and toclean-up obligations and other claims and litigation based upon such laws and regulations. We have in the past been and may in the future be subject to a number of claims under the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended by the Superfund Amendments Reauthorization Act of 1986, or CERCLA.
Based on our evaluation of these and other environmental matters, we have established environmental accruals, primarily related to investigations and potential remediation of the soil, groundwater and equipment at our current operating facilities that may have been adversely impacted by hazardous materials, including PCBs. These environmental accruals represent our estimate of costs reasonably expected to be incurred on a going concern basis in the ordinary course of business based on presently enacted laws and regulations, currently available facts, existing technology and our assessment of the likely remedial action to be taken. However, making estimates of possible environmental costs is subject to inherent uncertainties. As additional facts are developed and definitive remediation plans and necessary regulatory approvals for implementation of remediation are established or alternative technologies are developed, actual costs may exceed the current environmental accruals.
Contractual Obligations and Commercial Commitments
The following summarizestable provides a summary of our significant contractual obligations at December 31, 20062009 (dollars in millions):
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| | | | | | | | | | | | | | | Payments Due by Period | |
| | | | | | | | | | | | | | | | | | | | | | | 2014 and | |
| | | Total | | | 2010 | | | 2011 | | | 2012 | | | 2013 | | | Thereafter | |
| Operating activities: | | | | | | | | | | | | | | | | | | | | | | | | |
| Purchase obligations(1) | | $ | 220.8 | | | $ | 209.1 | | | $ | 1.4 | | | $ | 1.4 | | | $ | 1.4 | | | $ | 7.5 | |
| Operating leases(1) | | | 60.6 | | | | 6.6 | | | | 6.1 | | | | 5.7 | | | | 4.8 | | | | 37.4 | |
| Environmental liability(1) | | | 9.7 | | | | 3.9 | | | | 2.6 | | | | .9 | | | | .9 | | | | 1.4 | |
| Investing activities: | | | | | | | | | | | | | | | | | | | | | | | | |
| Capital equipment(2) | | | 4.8 | | | | 4.7 | | | | .1 | | | | — | | | | — | | | | — | |
| Financing activities: | | | | | | | | | | | | | | | | | | | | | | | | |
| Note payable | | | 7.0 | | | | — | | | | — | | | | 3.5 | | | | 3.5 | | | | — | |
| Other: | | | | | | | | | | | | | | | | | | | | | | | | |
| Standby letters of credit(3) | | | 10.0 | | | | | | | | | | | | | | | | | | | | | |
| Uncertain tax liabilities (4) | | | 14.5 | | | | 1.0 | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | |
| Total contractual obligations( 5) | | $ | 327.4 | | | $ | 225.3 | | | $ | 10.2 | | | $ | 11.5 | | | $ | 10.6 | | | $ | 46.3 | |
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| | | | | | Payments Due by Period | |
| | | | | | Less Than
| | | 2-3
| | | 4-5
| | | More Than
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Contractual Obligations | | Total | | | 1 Year | | | Years | | | Years | | | 5 Years | |
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| Long-term debt | | $ | 50.0 | | | $ | — | | | $ | — | | | $ | 50.0 | | | $ | — | |
| Operating leases | | | 9.3 | | | | 3.0 | | | | 4.5 | | | | 1.7 | | | | .1 | |
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| Total cash contractual obligations(1) | | $ | 59.3 | | | $ | 3.0 | | | $ | 4.5 | | | $ | 51.7 | | | $ | .1 | |
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| (1) | | See “Obligations for Operating Activities” below. |
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| (2) | | See “Obligations for Investing Activities” below. |
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| (3) | | This amount represents the total amount committed under standby letters of credit, substantially all of which expire within approximately 12 months. The letters of credit relate primarily to workers’ compensation, environmental and other activities. As the amounts under these letters of credit are contingent on nonpayment to third parties, it is not practical to present annual payment information. |
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| (4) | | At December 31, 2009, we had uncertain tax positions which ultimately could result in tax payments. As the amount of ultimate tax payments beyond 2010 is contingent on the tax authorities’ assessment, it is not practical to present annual payment information. |
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| (5) | | Total contractual obligations exclude future annual variable cash contributions to the VEBAs, which cannot be determined at this time. See “— Off Balance“Off-Balance Sheet and Other Arrangements” below for a summary of possible annual variable cash contribution amounts at various levels of earnings and cash expenditures. |
Off-Balance Sheet and Other ArrangementsObligations for Operating Activities
Cash outlays for operating activities primarily consist of purchase obligations with respect to our primary aluminum, other raw materials, energy and operating leases.
As We have various contracts with suppliers of aluminum that require us to purchase minimum quantities of aluminum in future years at a price to be determined at the time of purchase based primarily on the underlying metal price at that time. Amounts included in the table are based on minimum quantities at the metal price at December 31, 2009. We believe the minimum quantities are lower than our current requirements for aluminum. Actual quantities and actual metal prices at the time of purchase could be different.
Operating leases represent multi-year obligations for certain manufacturing facilities, warehousing, office space and equipment.
Environmental liability represents the environmental accrual at December 31, 2009.
Obligations for Investing Activities
Capital project spending included in the preceding table represents non-cancelable capital commitments as of December 31, 2006, outstanding letters of credit2009. We expect capital projects to be funded through cash from our operations, borrowing under our revolving credit facility were approximately $14.1or other financing sources.
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Obligations for Financing Activities
Cash outlays for financing activities consist of our obligations under long term debt. As noted above, as of December 31, 2009, we had zero borrowings outstanding under our revolving credit facility and $7.0 million substantially all of which expire within approximately twelve months. The letters of credit relate primarily to insurance, environmentalnote payable.
Off-Balance Sheet and other activities.Other Arrangements
We havehad agreements to supply alumina to and to purchase aluminum from Anglesey.Anglesey through September 30, 2009, when the power contract expired. Both the alumina sales agreement and primary aluminum purchase agreement arewere tied to primary aluminum prices. We currently purchase secondary aluminum from Anglesey based on orders from customers, in proportion to our ownership interest, at prices tied to the market price of primary aluminum.
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Our employee benefit plans include the following:
| | |
| | • | | We are obligated to make monthly contributioncontributions of one dollar$1.00 per hour worked by each bargaining unit employee to the appropriate multi-employeemulti-employer pension plans sponsored by the USW and IAM and certain other unions at six of our production facilities. This obligation came into existence in December 2006 for threecertain of our production facilities, uponexcept for a pension plan sponsored by the terminationUSW, to which we are obligated to make monthly contributions of four defined benefit plans (see Note 7$1.25 per hour worked by each bargaining unit employee at our Newark, Ohio and Spokane, Washington facilities starting July 2010 through July 2014, at which time we will be obligated to make monthly contributions of Notes to Consolidated Financial Statements included in Item 8. “Financial Statements$1.50 per hour worked by each bargaining unit employee at our Newark, Ohio and Supplementary Data”). The arrangement for the other three locations came into existence during the first quarter of 2005.Spokane, Washington facilities. We currently estimate that contributions will range from $1$2 million to $3$4 million per year.year through 2013. |
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| | • | | We have a defined contribution 401(k) savings plan for hourly bargaining unit employees at five of our production facilities. We will beare required to make contributions to this plan for active bargaining unit employees at four of these production facilities that will rangeranging from (in whole dollars) $800 to $2,400 per employee per year, depending on the employee’s age. This arrangement came into existence in December 2004 for three production facilities upon the termination of three defined benefit plans (see Note 19 of Notes to Consolidated Financial Statements included in Item 8. “Financial Statements and Supplementary Data”). The arrangement for the other two locations came into existence during December 2006. We currently estimate that contributions to such plans will range from $1 million to $3 million per year. |
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| | • | | We have a defined benefit plan for our salaried employees at our production facility in London, Ontario with annual contributions based on each salaried employee’s age and years of service. In addition, we have a defined benefit pensionAt December 31, 2009, approximately 55% of the plan for one inactive operationassets are invested in equity securities, 40% of plan assets are invested in debt securities and the remaining plans assets are invested in short term securities. The Company’s investment committee reviews and evaluates the investments portfolio. The long-term asset mix target allocation is approximately 60% in equity securities and 36% in debt securities with threethe remaining former employees covered by that plan.assets in short term securities. |
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| | • | | We have a defined contribution savings plan for salaried and non-bargaining unitcertain hourly employees providing for a concurrent match of up to 4% of certain contributions made by employees plus aan annual contribution of between 2% and 10% of their compensation depending on their age and years of service. All new hires after January 1, 2004 receive a fixed 2% contribution annually. We currently estimateestimates that contributions to such plansplan will range from $1$4 million to $3$6 million per year. |
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| | • | | We have a non-qualified defined contribution restoration plan for key employees who would otherwise suffer a loss of benefits under our defined contribution 401(k) savings plan as a result of the limitations by the Internal Revenue Code. |
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| | • | | We have an annual variable cash contribution to the Salaried VEBA and Union VEBA pursuant to various agreements with the VEBAs. TheUnder these agreements, the amount to be contributed to the VEBAs will be 10% of the first $20 million of annual cash flow (as defined; in general terms, the principal element of cash flow arebut generally, earnings before interest, expense, provision for income taxes and depreciation and amortization (“EBITDA”) less cash payments for, among other things, interest, income taxes and capital expenditures), plus 20% of annual cash flow, as defined, in excess of $20 million. SuchIn connection with the renegotiation and entry of a labor agreement with the USW in regard to employees of our Newark, Ohio and Spokane, Washington facilities on January 20, 2010, we agreed to extend our obligation to make annual variable cash contributions to the Union VEBA to September 30, 2017. Under these agreements the aggregate annual payments willmay not exceed $20 million and willare also be limited (with no carryover to future years) to the extent that the payments would cause our liquidity to be less than $50 million. Such amounts will beare determined on an annual basis and payable within 120 days following the end of fiscal year, or within 15 days following the date on which we file our Annual Report on Form 10-K with the SEC (or, if no later than March 31such report is required to be filed, within 15 days of the delivery of the independent auditor’s opinion of our annual financial statements), whichever is earlier. At December 31, 2009, an annual contribution of $2.4 million was accrued and is payable in the first quarter of 2010. |
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| | | The following year. However, we havetable shows (in millions of dollars) the ability to offset amountsestimated amount of variable VEBA payments that would otherwise be due to the VEBAs with approximately $12.7 millionoccur under these agreements at differing levels of excess contributions made to the VEBAs prior to the July 6, 2006 effective date of our Plan. We do not anticipate any annual variableEBITDA and cash contribution payments will be required with respect to 2006, however, we have not yet determined how much, if any, of the excess contribution payments of $12.7 million will be utilized to offset annual variable contributions that would otherwise have been due in respect of, 2006.among other items, interest, income taxes and capital expenditures. The table below does not consider the liquidity |
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The following table shows (in millions of dollars) the estimated amount of variable VEBA payments that would occur at differing levels of earnings before depreciation, interest, income taxes (“EBITDA”) and cash payments in respect of, among other items, interest, income taxes and capital expenditures. The table below does not consider the liquidity limitation, the $12.7 million of advances available to offset VEBA obligations as they become due and certain other factors that could impact the amount of variable VEBA payments due and, therefore, should be considered only for illustrative purposes.
| | | | | | | | | | | | | | | | | |
| | | Cash Payments for
| |
| | | Capital Expenditures, Income Taxes, Interest Expense, etc. | |
EBITDA | | $25.0 | | | $50.0 | | | $75.0 | | | $100.0 | |
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| $20.0 | | $ | — | | | $ | — | | | $ | — | | | $ | — | |
| 40.0 | | | 1.5 | | | | — | | | | — | | | | — | |
| 60.0 | | | 5.0 | | | | 1.0 | | | | — | | | | — | |
| 80.0 | | | 9.0 | | | | 4.0 | | | | .5 | | | | — | |
| 100.0 | | | 13.0 | | | | 8.0 | | | | 3.0 | | | | — | |
| 120.0 | | | 17.0 | | | | 12.0 | | | | 7.0 | | | | 2.0 | |
| 140.0 | | | 20.0 | | | | 16.0 | | | | 11.0 | | | | 6.0 | |
| 160.0 | | | 20.0 | | | | 20.0 | | | | 15.0 | | | | 10.0 | |
| 180.0 | | | 20.0 | | | | 20.0 | | | | 19.0 | | | | 14.0 | |
| 200.0 | | | 20.0 | | | | 20.0 | | | | 20.0 | | | | 18.0 | |
| | | limitation and certain other factors that could impact the amount of variable VEBA payments due and, therefore, should be considered only for illustrative purposes. |
| | | | | | | | | | | | | | | | | | | |
| | | | | | | | | Cash Payments for | | | | |
| | | | | Capital Expenditures, Income Taxes, |
| | | | | | | | | Interest Expense, etc. | | | |
| EBITDA | | $25.0 | | $50.0 | | $75.0 | | $100.0 |
| $ | 20.0 | | | $ | — | | | $ | — | | | $ | — | | | $ | — | |
| | 40.0 | | | | 1.5 | | | | — | | | | — | | | | — | |
| | 60.0 | | | | 5.0 | | | | 1.0 | | | | — | | | | — | |
| | 80.0 | | | | 9.0 | | | | 4.0 | | | | .5 | | | | — | |
| | 100.0 | | | | 13.0 | | | | 8.0 | | | | 3.0 | | | | — | |
| | 120.0 | | | | 17.0 | | | | 12.0 | | | | 7.0 | | | | 2.0 | |
| | 140.0 | | | | 20.0 | | | | 16.0 | | | | 11.0 | | | | 6.0 | |
| | 160.0 | | | | 20.0 | | | | 20.0 | | | | 15.0 | | | | 10.0 | |
| | 180.0 | | | | 20.0 | | | | 20.0 | | | | 19.0 | | | | 14.0 | |
| | 200.0 | | | | 20.0 | | | | 20.0 | | | | 20.0 | | | | 18.0 | |
| | • | | We have a short term incentive compensation plan for certain members of management, payable in cash which isand based primarily on earnings, adjusted for certain safety and performance factors. Most of our production facilities have similar programs for both hourly and salaried employees. |
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| | • | We have a stock-based long-term incentive plan | On July 6, 2006, the 2006 Equity and Performance Incentive Plan (as amended, the “Equity Incentive Plan”) became effective. Under the Equity Incentive Plan, awards are granted for key managers. Ascertain members of management, our directors, and directors emeritus, as more fully discussed in Note 710 of Notes to Consolidated Financial Statements, included in Item 8. “Financial Statements and Supplementary Data”, an initial, emergence-related award wasData.” Awards have been made under this program. Additionalin each calendar year, since inception of the Equity Incentive Plan, and additional awards are expected to be made in 2010 and future years. |
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| • | | We have outstanding letters of credit of $10.0 million under our revolving credit facility as of December 31, 2009. |
Critical Accounting Estimates
Our consolidated financial statements are prepared in accordance with GAAP. In connection with the salepreparation of our interestsfinancial statements, we are required to make assumptions and estimates about future events, and apply judgments that affect the reported amounts of assets, liabilities, revenue and expenses and the related disclosures. We base our assumptions, estimates and judgments on historical experience, current trends and other factors that management believes to be relevant at the time our consolidated financial statements are prepared. On a regular basis, management reviews the accounting policies, assumptions, estimates and judgments to ensure that our financial statements are presented fairly and in accordance with GAAP. However, because future events and their effects cannot be determined with certainty, actual results could differ from our assumptions and estimates, and such differences could be material.
Our significant accounting policies are discussed in Note 1 of Notes to Consolidated Financial Statements included in Item 8. “Financial Statements and Supplementary Data.” Management believes that the following accounting estimates are the most critical to aid in fully understanding and evaluating our reported financial results, and require management’s most difficult, subjective or complex judgments, resulting from the need to make estimates about the effects of matters that are inherently uncertain. Management has reviewed these critical accounting estimates and related todisclosures with the Gramercy, Louisiana facility and Kaiser Jamaica Bauxite Company, we indemnified the buyers for up to $5 million of losses suffered by the buyers that result from any failureAudit Committee of our seller representationsBoard of Directors.
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| | | | Potential Effect if Actual Results |
| Description | | Judgments and Uncertainties | | Differ From Assumptions |
Our judgments and estimates with respect to commitments and contingencies. | | | | |
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| Valuation of legal and other contingent claims is subject to a great deal of judgment and substantial uncertainty. Under GAAP, companies are required to accrue for contingent matters in their financial statements only if both (i) the potential loss is “probable” and (ii) the amount (or a range) of probable loss is “estimatable.” In reaching a | | In estimating the amount of any loss, in many instances a single estimation of the loss may not be possible. Rather, we may only be able to estimate a range for possible losses. In such event, GAAP requires that a liability be established for at least the minimum end of the range assuming that there is no other amount | | Although we believe that the judgments and estimates discussed herein are reasonable, actual results could differ, and we may be exposed to losses or gains that could be material if different than those reflected in our accruals. To the extent we prevail in matters for which reserves have been established or are required to pay amounts in |
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| | | | |
| | | | Potential Effect if Actual Results |
| Description | | Judgments and Uncertainties | | Differ From Assumptions |
| determination of the probability of an adverse ruling in respect of a matter, we typically consult outside experts. However, any such judgments reached regarding probability are subject to significant uncertainty. We may, in fact, obtain an adverse ruling in a matter that we did not consider a “probable” loss or “estimatable” and which, therefore, was not accrued for in our financial statements. Additionally, facts and circumstances in respect of a matter can change causing key assumptions that were used in previous assessments of a matter to change. It is possible that amounts at risk in respect of one matter may be “traded off” against amounts under negotiations in a separate matter. | | which is more likely to occur. | | excess of our reserves, our future results from operations could be materially affected. |
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Our judgments and estimates in respect of defined benefit plans. | | | | |
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At December 31, 2009, we had two defined benefit postretirement medical plans (the postretirement medical plans maintained by the VEBAs which we are required to reflect on our financial statements despite our limited obligations to the VEBAs in regard to those plans) and a pension plan for our Canadian plant. Liabilities and expenses for pension and other postretirement benefits are determined using actuarial methodologies and incorporate significant assumptions, including the rate used to discount the future estimated liability, the long-term rate of return on plan assets, and several assumptions relating to the employee workforce (i.e., salary increases, medical costs, retirement age, and mortality). The most significant assumptions used in determining the estimated year-end obligations were the assumed discount rate, long-term rate of return (“LTRR”) and the assumptions regarding future medical cost increases.
In addition to the above assumptions used in the actuarial valuation, changes in plan provisions could also have a material impact on the net funded status of the VEBAs. Our only obligation to the VEBAs is to pay the annual variable contribution amount and we have no control over the plan provisions. We rely on information provided to us by the VEBA administrators with respect to specific plan provisions such as annual benefits paid.
See Note 9 of Notes to Consolidated Financial Statements included in Item 8. “Financial Statements and Supplementary Data” for additional information in respect of the benefit plans. | | Since recorded obligations represent the present value of expected pension and postretirement benefit payments over the life of the plans, decreases in the discount rate (used to compute the present value of the payments) would cause the estimated obligations to increase. Conversely, an increase in the discount rate would cause the estimated present value of the obligations to decline. The LTRR on plan assets reflects an assumption regarding what the amount of earnings would be on existing plan assets (before considering any future contributions to the plans). Increases in the assumed LTRR would cause the projected value of plan assets available to satisfy pension and postretirement obligations to increase, yielding a reduced net expense in respect of these obligations. A reduction in the LTRR would reduce the amount of projected net assets available to satisfy pension and postretirement obligations and, thus, cause the net expense in respect of these obligations to increase. As the assumed rate of increase in medical costs goes up, so does the net projected obligation. Conversely, if the rate of increase was assumed to be smaller, the projected obligation would decline.
A change in plan provisions would cause the estimate obligations to change. An increase in annual paid benefits would increase the estimated present value of the obligations and conversely, a decrease in annual paid benefits would decrease the present value of the obligations. | | The rate used to discount future estimated liabilities is determined considering the rates available at year end on debt instruments that could be used to settle the obligations of the plan. A change in the discount rate of 1/4 of 1% would impact the accumulated pension benefit obligations by approximately $.2 million, $1.3 million and $6 million in relation to the Canadian pension plan, the Salaried VEBA and the Union VEBA, respectively, and impact 2010 expense by $.5 million.
The LTRR on plan assets is estimated by considering historical returns and expected returns on current and projected asset allocations. A change in the assumption for LTRR on plan assets of 1/4 of 1% would impact expense by approximately $.1 million and $.9 million in 2010 in relation to the Salaried VEBA and the Union VEBA, respectively.
An increase in the health care trend rate of 1/4 of 1% would increase the accumulated benefit obligations of the Union VEBA by approximately $5.0 million and increase 2010 expense by $.9 million. Conversely, a decrease in the health care trend rate of 1/4 of 1% would decrease accumulated benefit obligations of the Union VEBA by approximately $6.2 million and decrease 2010 expense by $1.0 million.
A change of $250 in annual benefits per participant would change the estimated present value of the obligations of the Salaried VEBA by $8.7 million. |
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| | | | |
| | | | Potential Effect if Actual Results |
| Description | | Judgments and Uncertainties | | Differ From Assumptions |
Our judgments and estimates in respect to environmental commitments and contingencies. | | | | |
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We are subject to a number of environmental laws and regulations, to fines or penalties assessed for alleged breaches of such laws and regulations and to claims and litigation based upon such laws and regulations. Based on our evaluation of environmental matters, we have established environmental accruals, primarily related to potential solid waste disposal and soil and groundwater remediation matters. These environmental accruals represent our estimate of costs reasonably expected to be incurred on a going concern basis in the ordinary course of business based on presently enacted laws and regulations, currently available facts, existing technology and our assessment of the likely remediation action to be taken.
See Note 11 of Notes to Consolidated Financial Statements included in Item 8. “Financial Statements and Supplementary Data” for additional information in respect of environmental contingencies. | | Making estimates of possible environmental remediation costs is subject to inherent uncertainties. As additional facts are developed and definitive remediation plans and necessary regulatory approvals for implementation of remediation are established or alternative technologies are developed, changes in these and other factors may result in actual costs exceeding the current environmental accruals. | | Although we believe that the judgments and estimates discussed herein are reasonable, actual results could differ, and we may be exposed to losses or gains that could be material if different than those reflected in our accruals.
To the extent we prevail in matters for which reserves have been established, or are required to pay amounts in excess of our reserves, our future results from operations could be materially affected. |
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Our judgments and estimates in respect of conditional asset retirement obligations. | | | | |
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| We recognize conditional asset retirement obligations (“CAROs”) related to legal obligations associated with the normal operations of certain of our facilities. These CAROs consist primarily of incremental costs that would be associated with the removal and disposal of asbestos (all of which is believed to be fully contained and encapsulated within walls, floors, ceilings or piping) of certain of the older facilities if such facilities were to undergo major renovation or be demolished. There are currently plans for such renovation or demolition of certain facilities and our current assessment is that certain immaterial CAROs could be triggered in the next seven years. Other locations, in which there are no current plans for renovations or demolitions, the most probable scenario is those related CARO’s would not be triggered for 20 or more years, if at all. | | The estimation of CAROs is subject to a number of inherent uncertainties including: (1) the timing of when any such CARO may be incurred, (2) the ability to accurately identify all materials that may require special handling or treatment, (3) the ability to reasonably estimate the total incremental special handling and other costs, (4) the ability to assess the relative probability of different scenarios which could give rise to a CARO, and (5) other factors outside a company’s control including changes in regulations, costs and interest rates. As such, actual costs and the timing of such costs may vary significantly from the estimates, judgments and probable scenarios we considered, which could, in turn, have a material impact on our future financial statements. | | Although we believe that the judgments and estimates discussed herein are reasonable, actual results could differ, and we may be exposed to losses or gains that could be material if different than those reflected in our accruals. |
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| Under current accounting guidelines, liabilities and costs for CAROs must be recognized in a company’s financial statements even if it is unclear when or if the CARO will be triggered. If it is unclear when or if a CARO will be triggered, companies are required to use probability weighting for possible timing scenarios to determine the | | | | |
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| | | | |
| | | | Potential Effect if Actual Results |
| Description | | Judgments and Uncertainties | | Differ From Assumptions |
| probability weighted amounts that should be recognized in the company’s financial statements. | | | | |
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| See Note 4 of Notes to Consolidated Financial Statements included in Item 8. “Financial Statements and Supplementary Data” for additional information in respect of environmental contingencies. | | | | |
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Long Lived Assets. | | | | |
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| Long-lived assets other than goodwill and indefinite-lived intangible assets, which are separately tested for impairment, are evaluated for impairment whenever events or changes in circumstances indicate that the carrying value may not be recoverable. When evaluating long-lived assets for potential impairment, we first compare the carrying value of the asset to the asset’s estimated future cash flows (undiscounted and without interest charges). If the estimated future cash flows are less than the carrying value of the asset, we calculate an impairment loss. The impairment loss calculation compares the fair value, which may be based on estimated future cash flows (discounted and with interest charges). We recognize an impairment loss if the amount of the asset’s carrying value exceeds the assets estimated fair value. If we recognize an impairment loss, the adjusted carrying amount of the asset becomes its new cost basis. For a depreciable long-lived asset, the new cost basis will be depreciated (amortized) over the remaining useful life of that asset. | | Our impairment loss calculations contain uncertainties because they require management to make assumptions and apply judgment to estimate future cash flows and asset fair values, including forecasting useful lives of the assets and selecting the discount rate that reflects the risk inherent in future cash flows. | | We have not made any material changes in our impairment loss assessment methodology during the past three fiscal years.
We do not believe there is a reasonable likelihood that there will be a material change in the estimates or assumptions we use to calculate long-lived asset impairment losses. However, if actual results are not consistent with our estimates and assumptions used in estimating future cash flows and asset fair values, we may be exposed to further losses from impairment charges that could be material. |
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Income Tax Provision. | | | | |
| | | | |
We have substantial tax attributes available to offset the impact of future income taxes. We have a process for determining the need for a valuation allowance with respect to these attributes. The process includes an extensive review of both positive and negative evidence including our earnings history, future earnings, adverse recent occurrences, carry forward periods, an assessment of the industry and the impact of the timing differences. At the conclusion of this process in 2007, we determined we met the “more likely than not” criteria to recognize the vast majority of our tax attributes. The benefit associated with the reduction of the valuation allowance, previously recorded against these tax attributes, was recorded as an adjustment to Stockholders’ equity rather than as a reduction of income tax expense.
We expect to record a full statutory tax | | Inherent within the completion of our assessment of the need for a valuation allowance, we made significant judgments and estimates with respect to future operating results, timing of the reversal of deferred tax assets and our assessment of current market and industry factors. In order to determine the effective tax rate to apply to interim periods, estimates and judgments are made (by taxable jurisdiction) as to the amount of taxable income that may be generated, the availability of deductions and credits expected and the availability of net operating loss carry forwards or other tax attributes to offset taxable income.
Making such estimates and judgments is subject to inherent uncertainties given the difficulty predicting such factors as | | Although we believe that the judgments and estimates discussed herein are reasonable, actual results could differ, and we may be exposed to losses or gains that could be material.
A change in our effective tax rate by 1% would have had an impact of approximately $1.2 million to net income for the year ended December 31, 2009. |
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| | | | |
| | | | Potential Effect if Actual Results |
| Description | | Judgments and Uncertainties | | Differ From Assumptions |
provision in future periods and, therefore, the benefit of any tax attributes realized will only affect future balances sheets and statements of cash flows.
In accordance with GAAP, financial statements for interim periods include an income tax provision based on the effective tax rate expected to be incurred in the current year. | | future market conditions, customer requirements, the cost for key inputs such as energy and primary aluminum, overall operating efficiency and many other items. However, if among other things, (1) actual results vary from our forecasts due to one or more of the factors cited above or elsewhere in this Report, (2) income is distributed differently than expected among tax jurisdictions, (3) one or more material events or transactions occur which were not contemplated, (4) other uncontemplated transactions occur, or (5) certain expected deductions, credits or carry forwards are not available, it is possible that the effective tax rate for a year could vary materially from the assessments used to prepare the interim consolidated financial statements. See Note 8 of Notes to Consolidated Financial Statements included in Item 8. “Financial Statements and Supplementary Data” for additional discussion of these matters. | | |
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Tax Contingencies. | | | | |
| | | | |
| We use a “more likely than not” threshold for recognition of tax attributes that are subject to uncertainties and measure reserves in respect of such expected benefits based on their probability. A number of years may elapse before a particular matter, for which we have established a reserve, is audited and fully resolved or clarified. We adjust our tax reserve and income tax provision in the period in which actual results of a settlement with tax authorities differs from our established reserve, the statute of limitations expires for the relevant tax authority to examine the tax position or when more information becomes available. See Note 8 of Notes to Consolidated Financial Statements included in Item 8. “Financial Statements and Supplementary Data” for additional information in respect of the recognition of tax attributes. | | Our reserve for contingent tax liabilities reflects uncertainties because management is required to make assumptions and to apply judgment to estimate the exposures associated with our various filing positions.
Our effective income tax rate is also affected by changes in tax law, the tax jurisdiction of new plants or business ventures, the level of earnings and the results of tax audits. | | Although management believes that the judgments and estimates discussed herein are reasonable, actual results could differ, and we may be exposed to losses or gains that could be material.
To the extent we prevail in matters for which reserves have been established, or are required to pay amounts in excess of our reserves, our effective income tax rate in a given financial statement period could be materially affected. An unfavorable tax settlement could require use of our cash and would result in an increase in our effective income tax rate in the period of resolution. A favorable tax settlement would be recognized as a reduction in our effective income tax rate in the period of resolution.
Our liability related to uncertain tax positions at December 31, 2009 was $14.5 million. |
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Inventory Valuation | | | | |
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| We value our inventories at the lower of cost or market value. For the Fabricated Products segment, finished products, work in process and raw material inventories are stated on LIFO basis and other inventories, principally operating supplies and repair and maintenance parts, are stated at average cost. | | Our estimate of market value of our inventories contains uncertainties because management is required to make assumptions and to apply judgment to estimate the selling price of our inventories, costs to complete our inventories and normal profit margin. | | Although we believe that the judgments and estimates discussed herein are reasonable, actual results could differ, and we may be exposed to losses or gains that could be material.
A change in our normal profit margin by 1% |
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| | | | |
| | | | Potential Effect if Actual Results |
| Description | | Judgments and Uncertainties | | Differ From Assumptions |
| All inventories in All Other are stated on the first-in, first-out basis. Inventory costs consist of material, labor and manufacturing overhead, including depreciation. Abnormal costs, such as idle facility expenses, freight, handling costs and spoilage, are accounted for as current period charges. We determine the market value of our inventories based on the current replacement cost, by purchase or by reproduction, except that it does not exceed the net realizable value and it is not less than net realizable value reduced by an approximate normal profit margin. | | Making such estimates and judgments is subject to inherent uncertainties given the difficulty predicting such factors as future commodity prices and market conditions. | | would have had an impact of approximately $2.2 million on income before income taxes for the year ended December 31, 2009.
A change in our selling price by 1% would have had an impact of approximately $.1 million on income before income taxes for the year ended December 31, 2009.
A change in our cost to complete by 1% would have had an impact of approximately $.6 million on income before income taxes for the year ended December 31, 2009. |
New Accounting Pronouncements
For a discussion of all recently adopted and warrantiesrecently issued but not yet adopted accounting pronouncements, see the section “New Accounting Pronouncements” from Note 1 of Notes to be true. Upon the closing of the transaction, such amount was recordedConsolidated Financial Statements included in long-term liabilities in our financial statements. A claim for the full amount of the indemnity was made initially. In October 2006, the claimant filed a revised report to indicate that its claim was approximately $2 millionItem 8. “Financial Statements and separately filed for summary judgment in respect to its claim. In early 2007, this matter was resolved for a cash payment by the Company of approximately $.1 million. The indemnity expired with respect to additional claims in October 2006.Supplementary Data.”
During the third quarter of 2005 and August 2006, we placed orders for certain equipmentand/or services intended to augment our heat treat and aerospace capabilities at our Trentwood facility in Spokane, Washington and we expect to become obligated for costs related to these orders of approximately $105 million. Of such amount, approximately $65 million was incurred in 2005 and 2006. The balance is expected to be incurred primarily in 2007.
At December 31, 2006, there was still approximately $2 million of accrued, but unpaid professional fees that have been approved for payment by the Bankruptcy Court. Additionally, certain professionals had “success” fees due upon our emergence from chapter 11 bankruptcy. Approximately $5 million of such amounts were recorded in connection with emergence and fresh start accounting and were paid by us in early 2007.
| | |
| Item 7A. | | Quantitative and Qualitative Disclosures About Market Risk |
Our operating results are sensitive to changes in the prices of alumina, primary aluminum and fabricated aluminum products, and also depend to a significant degree upon the volume and mix of all products sold. As discussed more fully in Notes 1 and 9Note 12 of Notes to Consolidated Financial Statements included in Item 8. “Financial Statements and Supplementary Data”,Data,” we have historically have utilized hedging transactions to lock-in a specified price
44
or range of prices for certain products which we sell or consume in our production process and to mitigate our exposure to changes in foreign currency exchange rates.
rates and energy prices.
Sensitivity
PrimaryPrimary/Secondary Aluminum. Our shareAs a result of primarythe full curtailment of Anglesey’s smelting operations at September 30, 2009 and the commencement of secondary aluminum production from Anglesey is approximately 150 million pounds annually. Becauseremelt and casting operations discussed in Part I, Item 7. “Management’s Discussion and Analysis of Financial Condition and Results of Operations” (see “Results of Operations— Segment Information — All Other”) of this Report, we purchase alumina for Anglesey at prices linkedbelieve our exposure to primary aluminum prices, only a portion ofprice risk, with respect to our net revenues associated with Anglesey are exposedincome and cash flow related to price risk. We estimate the net portion of our share of Anglesey production, exposed to primary aluminum price risk to be approximately 100 million pounds annually (before considering income tax effects).has largely been eliminated.
Our pricing of fabricated aluminum products is generally intended to lock-in a conversion margin (representing the value added from the fabrication process(es)) and to pass metal price risk on to itsonto customers. However, in certain instances, we do enter into firm price arrangements. In such instances, we do have price risk on anticipated primary aluminum purchasepurchases in respect of the customer’s order.customer orders. We currently use third party hedging instruments to limit exposure to primary aluminum price risks related to substantially all fabricated products firm price arrangements, which may have an adverse effect on our financial position, results of operations and cash flows.
Total fabricated products shipments during 2004, 2005, the period from January 1, 2006 to July 1, 20062009, 2008 and the period from July 1, 2006 through December 31, 20062007 for which we had price risk were (in millions of pounds) 119.6, 155.0, 103.9162.7, 228.3 and 96.0,239.1, respectively.
During the last three years, the volume of fabricated products shipments with underlying primary aluminum price risk were at least as much as our net exposure to primary aluminum price risk at Anglesey. As such, we consider our access to Anglesey production overall to be a “natural” hedge against any fabricated products firm metal-price risk. However, since the volume of fabricated products shipped under firm prices may not match up on amonth-to-month basis with expected Anglesey-related primary aluminum shipments, we may use third party hedging instruments to eliminate any net remaining primary aluminum price exposure existing at any time.
At December 31, 2006, the fabricated products business held2009, we had sales contracts for the delivery of fabricated aluminum products that have the effect of creating price risk on anticipated primary aluminum purchases for 2007the period 2010 through 20112012 totaling approximately (in millions of pounds): 2007, 149; 2008, 111; 2009, 83; 2010 83;— 80.3, 2011 — 78.8 and 2011, 77.2012 — 13.4.
Foreign Currency.We, from time to time, will enter into forward exchange contracts to hedge material cash commitmentsexposures for foreign currencies. After considering the completed sales of our commodity interests, ourOur primary foreign exchange exposure is our operating costs of our London, Ontario facility and for cash commitments for equipment purchases.
Because we do not anticipate recognition of equity income or losses relating to our investment in Anglesey for at least the Anglesey-related commitmentnext 12 months, and because we expect to purchase and sell our share of Anglesey secondary aluminum production under pricing mechanisms that we fund in Great Britainare intended to eliminate metal price risk and currency exchange risk, the Pound Sterling or GBP. We estimate that, before consideration of any hedging activities, a US $0.01 increase (decrease)exchange exposure related to Anglesey’s earnings is effectively eliminated in the value of the GBP results in an approximate $.5 million (decrease) increase in our annual pre-tax operating income.near-term.
Energy.We are exposed to energy price risk from fluctuating prices for natural gas. We estimate that, before consideration of any hedging activities and the potential to pass through higher natural gas prices to customers, each $1.00 change in natural gas prices (per mcf)mmbtu) impacts our annual pre-tax operating resultscosts by approximately $4.0$3.4 million.
53
We, from time to timetime-to-time, in the ordinary course of business, enter into hedging transactions with major suppliers of energy and energy-related financial investments. As of December 31, 2006, we had fixed price purchase contracts which limit2009, our exposure to increasesfluctuations in natural gas prices had been substantially limited for approximately 81%48% of the expected natural gas purchases from January 2007 through March 2007, 27%for 2010, approximately 48% of the expected natural gas purchases from April 2007 through June 2007for 2011 and 14%approximately 47% of the expected natural gas purchases from July 2007 through September 2007.for 2012.
4554
Item 8.Financial Statements and Supplementary Data
| |
Item 8. | Financial Statements and Supplementary Data |
| | | | |
| | | Page |
| Management’s Report on the Financial Statements and Internal Control Over Financial Reporting | | 56 |
|
| on the Consolidated Financial Statements | | 57 |
47Report of Independent Registered Public Accounting Firm on Internal Control Over Financial Reporting | | 57 |
| | | 48 | 58 |
| | | 49 | 59 |
| | | 50 | 62 |
| | | 51 | 63 |
| | | 52 | 64 |
| | | 97 | |
| | | 99 | |
4655
KAISER ALUMINUM CORPORATION AND SUBSIDIARY COMPANIES
Management’s Report on the Financial Statements
Our management is responsible for the preparation, integrity and objectivity of the accompanying consolidated financial statements and the related financial information. The financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America and necessarily include certain amounts that are based on estimates and informed judgments. Our management also prepared the related financial information included in this Annual Report on Form 10-K and is responsible for its accuracy and consistency with the financial statements.
Management’s Report on Internal Control Over Financial Reporting
Our management is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rule 13a-15(f) under the Securities Exchange Act of 1934. Our internal control over financial reporting is designed under the supervision of our principal executive officer and principal financial officer, and effected by our Board of Directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with accounting principles generally accepted in the United States and include those policies and procedures that:
(1) Pertain to the maintenance of records that in reasonable detail accurately and fairly reflect our transactions and the dispositions of our assets;
(2) Provide reasonable assurance that our transactions are recorded as necessary to permit preparation of financial statements in accordance with accounting principles generally accepted in the United States, and that our receipts and expenditures are being made only in accordance with authorizations of our management and Board of Directors; and
(3) Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on our financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation.
Under the supervision and with the participation of our management, including our principal executive officer and principal financial officer, we assessed the effectiveness of our internal control over financial reporting as of December 31, 2009, using the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”) inInternal Control — Integrated Framework.Based on its assessment, management has concluded that our internal control over financial reporting was effective as of December 31, 2009. Deloitte & Touche LLP, the independent registered public accounting firm that audited our consolidated financial statements for the year ended December 31, 2009. included in Item 8, “Financial Statements and Supplementary Data,” of this Annual Report on Form 10-K, has issued an audit report on the effectiveness of our internal control over financial reporting.
| | |
| /s/ Jack A. Hockema | | /s/ Daniel J. Rinkenberger |
| | |
| President and Chief Executive Officer | | Senior Vice President and Chief Financial Officer |
| (Principal Executive Officer) | | (Principal Financial Officer) |
56
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Stockholders and the Board of Directors and Stockholders of
Kaiser Aluminum Corporation:Corporation
Foothill Ranch, California
We have audited the accompanying consolidated balance sheets of Kaiser Aluminum Corporation and subsidiaries (the “Company”) as of December 31, 2006 (Successor Company balance sheet)2009 and 2005 (Predecessor Company balance sheet),2008, and the related consolidated statements of income (loss), stockholders’ equity (deficit) and comprehensive income (loss), and cash flows for the period from July 1, 2006 to December 31, 2006 (Successor Company operations), the period from January 1, 2006 to July 1, 2006 and for each of the twothree years in the period ended December 31, 2005 (Predecessor Company operations). These2009. We also have audited the Company’s internal control over financial reporting as of December 31, 2009, based on criteria established in Internal Control — Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission. The Company’s management is responsible for these financial statements, are the responsibilityfor maintaining effective internal control over financial reporting, and for its assessment of the Company’s management.effectiveness of internal control over financial reporting, included in the accompanying Management’s Report on Internal Control Over Financial Reporting. Our responsibility is to express an opinion on thethese financial statements and an opinion on the Company’s internal control over financial reporting based on our audits.
We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit included consideration ofmisstatement and whether effective internal control over financial reporting as a basis for designing audit procedures that are appropriatewas maintained in the circumstances but not for the purpose of expressing an opinion on the effectivenessall material respects. Our audits of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includesstatements included 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, as well asand evaluating the overall financial statement presentation. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits also included performing such other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinion.opinions.
A company’s internal control over financial reporting is a process designed by, or under the supervision of, the company’s principal executive and principal financial officers, or persons performing similar functions, and effected by the company’s board of directors, management, and other personnel to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.
Because of the inherent limitations of internal control over financial reporting, including the possibility of collusion or improper management override of controls, material misstatements due to error or fraud may not be prevented or detected on a timely basis. Also, projections of any evaluation of the effectiveness of the internal control over financial reporting to future periods are subject to the risk that the controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
As discussed in Note 1 to the accompanying consolidated financial statements, the Company emerged from bankruptcy on July 6, 2006. In connection with its emergence, the Company adopted fresh-start reporting pursuantFinancial Accounting Standards Board (FASB) Staff Position Emerging Issues Task Force 03-6-1,Determining Whether Instruments Granted in Share-Based Payment Transactions are Participating Securities, (FASB Accounting Standards Codification Topic 260) using a retrospective application method. Also, as discussed in Note 15 to American Institute of Certified Public Accountants Statement of Position90-7,Financial Reporting by Entities in Reorganization under the Bankruptcy Code, as of July 1, 2006. As a result, the consolidated financial statements, of the Successor Company are presented on a different basis than those ofrealigned its reporting segments during the Predecessor Company and, therefore, are not comparable.
year ended December 31, 2009.
In our opinion, the Successor Company consolidated financial statements referred to above present fairly, in all material respects, the financial position of the CompanyKaiser Aluminum Corporation and subsidiaries as of December 31, 2006,2009 and 2008, and the results of itstheir operations and itstheir cash flows for each of the three years in the period from July 1, 2006 toended December 31, 2006,2009, in conformity with accounting principles generally accepted in the United States of America. Further,Also, in our opinion, the Predecessor Company consolidated financial statements referred to above present fairly,maintained, in all material respects, the consolidatedeffective internal control over financial position of the Predecessorreporting as of December 31, 2005, and2009, based on the resultscriteria established in Internal Control — Integrated Framework issued by the Committee of its operations and its cash flows for the period from January 1, 2006 to July 1, 2006 and for eachSponsoring Organizations of the two years in the period ended December 31, 2005, in conformity with accounting principles generally accepted in the United States of America.Treadway Commission.
/s/ DELOITTE & TOUCHE LLP
Costa Mesa, California
March 29, 2007
February 23, 2010
4757
KAISER ALUMINUM CORPORATION AND SUBSIDIARY COMPANIES
| | | | | | | | | | |
| | | | | | | Predecessor
| |
| | | December 31,
| | | | December 31,
| |
| | | 2006 | | | | 2005 | |
| | | (In millions of dollars, except share amounts) | |
ASSETS |
| Current assets: | | | | | | | | | |
| Cash and cash equivalents | | $ | 50.0 | | | | $ | 49.5 | |
| Receivables: | | | | | | | | | |
| Trade, less allowance for doubtful receivables of $2.0 and $2.9 | | | 98.4 | | | | | 94.6 | |
| Due from affiliate | | | 1.3 | | | | | — | |
| Other | | | 6.3 | | | | | 6.9 | |
| Inventories | | | 188.1 | | | | | 115.3 | |
| Prepaid expenses and other current assets | | | 40.8 | | | | | 21.0 | |
| | | | | | | | | | |
| Total current assets | | | 384.9 | | | | | 287.3 | |
| Investments in and advances to unconsolidated affiliate | | | 18.6 | | | | | 12.6 | |
| Property, plant, and equipment — net | | | 170.3 | | | | | 223.4 | |
| Personal injury-related insurance recoveries receivable | | | — | | | | | 965.5 | |
| Intangible assets- net, including goodwill of $11.4 at December 31, 2005 | | | — | | | | | 11.4 | |
| Net assets in respect of VEBAs | | | 40.7 | | | | | — | |
| Other assets | | | 40.9 | | | | | 38.7 | |
| | | | | | | | | | |
| Total | | $ | 655.4 | | | | $ | 1,538.9 | |
| | | | | | | | | | |
| |
LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT) |
| Liabilities not subject to compromise — | | | | | | | | | |
| Current liabilities: | | | | | | | | | |
| Accounts payable | | $ | 73.2 | | | | $ | 51.4 | |
| Accrued interest | | | .7 | | | | | 1.0 | |
| Accrued salaries, wages, and related expenses | | | 39.4 | | | | | 42.0 | |
| Other accrued liabilities | | | 46.9 | | | | | 55.2 | |
| Payable to affiliate | | | 16.2 | | | | | 14.8 | |
| Long-term debt — current portion | | | — | | | | | 1.1 | |
| Discontinued operations’ current liabilities | | | — | | | | | 2.1 | |
| | | | | | | | | | |
| Total current liabilities | | | 176.4 | | | | | 167.6 | |
| Long-term liabilities | | | 58.3 | | | | | 42.0 | |
| Long-term debt | | | 50.0 | | | | | 1.2 | |
| Discontinued operations’ liabilities (liabilities subject to compromise) | | | — | | | | | 68.5 | |
| | | | | | | | | | |
| | | | 284.7 | | | | | 279.3 | |
| Liabilities subject to compromise | | | — | | | | | 4,400.1 | |
| Minority interests | | | — | | | | | .7 | |
| Commitments and contingencies | | | | | | | | | |
| Stockholders’ equity (deficit): | | | | | | | | | |
| Common stock, par value $.01, authorized 45,000,000 shares; issued and outstanding 20,525,660 shares at December 31, 2006 | | | .2 | | | | | .8 | |
| Additional capital | | | 487.5 | | | | | 538.0 | |
| Retained earnings (deficit) | | | 26.2 | | | | | (3,671.2 | ) |
| Common stock owned by Union VEBA subject to transfer restrictions, at reorganization value, 6,291,945 shares at December 31, 2006 | | | (151.1 | ) | | | | — | |
| Accumulated other comprehensive income (loss) | | | 7.9 | | | | | (8.8 | ) |
| | | | | | | | | | |
| Total stockholders’ equity (deficit) | | | 370.7 | | | | | (3141.2 | ) |
| | | | | | | | | | |
| Total | | $ | 655.4 | | | | $ | 1,538.9 | |
| | | | | | | | | | |
| | | | | | | | | |
| | | December 31, | | | December 31, | |
| | | 2009 | | | 2008 | |
| | | (In millions of dollars, except share amounts) | |
ASSETS | | | | | | | | |
| Current assets: | | | | | | | | |
| Cash and cash equivalents | | $ | 30.3 | | | $ | .2 | |
| Receivables: | | | | | | | | |
| Trade, less allowance for doubtful receivables of $.8 at both December 31, 2009 and 2008 | | | 83.7 | | | | 98.5 | |
| Due from affiliate | | | .2 | | | | 11.8 | |
| Other | | | 2.2 | | | | 17.5 | |
| Inventories | | | 125.2 | | | | 172.3 | |
| Prepaid expenses and other current assets | | | 59.1 | | | | 128.4 | |
| | | | | | | |
| Total current assets | | | 300.7 | | | | 428.7 | |
| Property, plant, and equipment — net | | | 338.9 | | | | 296.7 | |
| Net asset in respect of VEBA | | | 127.5 | | | | 56.2 | |
| Deferred tax assets — net | | | 277.2 | | | | 313.3 | |
| Other assets | | | 41.2 | | | | 50.5 | |
| | | | | | | |
| Total | | $ | 1,085.5 | | | $ | 1,145.4 | |
| | | | | | | |
LIABILITIES AND STOCKHOLDERS’ EQUITY | | | | | | | | |
| Current liabilities: | | | | | | | | |
| Accounts payable | | $ | 49.0 | | | $ | 52.4 | |
| Accrued salaries, wages, and related expenses | | | 33.1 | | | | 41.2 | |
| Other accrued liabilities | | | 32.1 | | | | 113.9 | |
| Payable to affiliate | | | 9.0 | | | | 27.5 | |
| | | | | | | |
| Total current liabilities | | | 123.2 | | | | 235.0 | |
| Net liability in respect of VEBA | | | .3 | | | | 14.0 | |
| Long-term liabilities | | | 53.7 | | | | 65.3 | |
| Revolving credit facility and other long-term debt | | | 7.1 | | | | 43.0 | |
| | | | | | | |
| | | | 184.3 | | | | 357.3 | |
| Commitments and contingencies | | | | | | | | |
| Stockholders’ equity: | | | | | | | | |
| Common stock, par value $.01, 90,000,000 shares authorized at December 31, 2009 and at December 31, 2008; 20,276,571 shares issued and outstanding at December 31, 2009; 20,044,913 shares issued and outstanding at December 31, 2008 | | | .2 | | | | .2 | |
| Additional capital | | | 967.8 | | | | 958.6 | |
| Retained earnings | | | 85.0 | | | | 34.1 | |
| Common stock owned by Union VEBA subject to transfer restrictions, at reorganization value, 4,845,465 shares at both December 31, 2009 and December 31, 2008 | | | (116.4 | ) | | | (116.4 | ) |
| Treasury stock, at cost, 572,706 shares at December 31, 2009 and 2008 | | | (28.1 | ) | | | (28.1 | ) |
| Accumulated other comprehensive loss | | | (7.3 | ) | | | (60.3 | ) |
| | | | | | | |
| Total stockholders’ equity | | | 901.2 | | | | 788.1 | |
| | | | | | | |
| Total | | $ | 1,085.5 | | | $ | 1,145.4 | |
| | | | | | | |
The accompanying notes to consolidated financial statements are an integral part of these statements.
4858
KAISER ALUMINUM CORPORATION AND SUBSIDIARY COMPANIES
| | | | | | | | | | | | | | | | | | |
| | | | | | | Predecessor | |
| | | Year Ended
| | | | | | | |
| | | December 31, 2006 | | | | | | | |
| | | July 1, 2006
| | | | | | | | | | | |
| | | through
| | | | January 1, 2006
| | | | | | | |
| | | December 31,
| | | | to
| | | Year Ended December 31 | |
| | | 2006 | | | | July 1, 2006 | | | 2005 | | | 2004 | |
| | | (In millions of dollars, except share and
| |
| | | per share amounts) | |
| Net sales | | $ | 667.5 | | | | $ | 689.8 | | | $ | 1,089.7 | | | $ | 942.4 | |
| | | | | | | | | | | | | | | | | | |
| Costs and expenses: | | | | | | | | | | | | | | | | | |
| Cost of products sold | | | 580.4 | | | | | 596.4 | | | | 951.1 | | | | 852.2 | |
| Depreciation and amortization | | | 5.5 | | | | | 9.8 | | | | 19.9 | | | | 22.3 | |
| Selling, administrative, research and development, and general | | | 35.5 | | | | | 30.3 | | | | 50.9 | | | | 92.3 | |
| Other operating (benefits) charges, net | | | (2.2 | ) | | | | .9 | | | | 8.0 | | | | 793.2 | |
| | | | | | | | | | | | | | | | | | |
| Total costs and expenses | | | 619.2 | | | | | 637.4 | | | | 1,029.9 | | | | 1,760.0 | |
| | | | | | | | | | | | | | | | | | |
| Operating income (loss) | | | 48.3 | | | | | 52.4 | | | | 59.8 | | | | (817.6 | ) |
| Other income (expense): | | | | | | | | | | | | | | | | | |
| Interest expense (excluding unrecorded contractual interest expense of $47.4 for the period from January 1, 2006 to July 1, 2006 and $95.0 in 2005 and 2004) | | | (1.1 | ) | | | | (.8 | ) | | | (5.2 | ) | | | (9.5 | ) |
| Reorganization items | | | — | | | | | 3,090.3 | | | | (1,162.1 | ) | | | (39.0 | ) |
| Other — net | | | 2.7 | | | | | 1.2 | | | | (2.4 | ) | | | 4.2 | |
| | | | | | | | | | | | | | | | | | |
| Income (loss) before income taxes and discontinued operations | | | 49.9 | | | | | 3,143.1 | | | | (1,109.9 | ) | | | (861.9 | ) |
| Provision for income taxes | | | (23.7 | ) | | | | (6.2 | ) | | | (2.8 | ) | | | (6.2 | ) |
| | | | | | | | | | | | | | | | | | |
| Income (loss) from continuing operations | | | 26.2 | | | | | 3,136.9 | | | | (1,112.7 | ) | | | (868.1 | ) |
| | | | | | | | | | | | | | | | | | |
| Discontinued operations: | | | | | | | | | | | | | | | | | |
| Income (loss) from discontinued operations, net of income taxes, including minority interests | | | — | | | | | 4.3 | | | | (2.5 | ) | | | (5.3 | ) |
| Gain from sale of commodity interests | | | — | | | | | — | | | | 366.2 | | | | 126.6 | |
| | | | | | | | | | | | | | | | | | |
| Income from discontinued operations | | | — | | | | | 4.3 | | | | 363.7 | | | | 121.3 | |
| | | | | | | | | | | | | | | | | | |
| Cumulative effect on years prior to 2005 of adopting accounting for conditional asset retirement obligations | | | — | | | | | — | | | | (4.7 | ) | | | — | |
| | | | | | | | | | | | | | | | | | |
| Net income (loss) | | $ | 26.2 | | | | $ | 3,141.2 | | | $ | (753.7 | ) | | $ | (746.8 | ) |
| | | | | | | | | | | | | | | | | | |
| Earnings per share — Basic: | | | | | | | | | | | | | | | | | |
| Income (loss) from continuing operations | | $ | 1.31 | | | | $ | 39.37 | | | $ | (13.97 | ) | | $ | (10.88 | ) |
| | | | | | | | | | | | | | | | | | |
| Income from discontinued operations | | $ | — | | | | $ | .05 | | | $ | 4.57 | | | $ | 1.52 | |
| | | | | | | | | | | | | | | | | | |
| Loss from cumulative effect on years prior to 2005 of adopting accounting for conditional asset retirement obligations | | $ | — | | | | $ | — | | | $ | (.06 | ) | | $ | — | |
| | | | | | | | | | | | | | | | | | |
| Net income (loss) | | $ | 1.31 | | | | $ | 39.42 | | | $ | (9.46 | ) | | $ | (9.36 | ) |
| | | | | | | | | | | | | | | | | | |
| Earnings per share — Diluted (same as Basic for Predecessor): | | | | | | | | | | | | | | | | | |
| Income from continuing operations | | $ | 1.30 | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | |
| Income from discontinued operations | | $ | — | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | |
| Loss from cumulative effect on years prior to 2005 of adopting accounting for conditional asset retirement obligations | | $ | — | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | |
| Net income | | $ | 1.30 | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | |
| Weighted average shares outstanding (000): | | | | | | | | | | | | | | | | | |
| Basic | | | 20,003 | | | | | 79,672 | | | | 79,675 | | | | 79,815 | |
| | | | | | | | | | | | | | | | | | |
| Diluted | | | 20,089 | | | | | 79,672 | | | | 79,675 | | | | 79,815 | |
| | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | |
| | | Year Ended | | | Year Ended | | | Year Ended | |
| | | December 31, | | | December 31, | | | December 31, | |
| | | 2009 | | | 2008 | | | 2007 | |
| | | (In millions of dollars, except share and per share amounts) |
| Net sales | | $ | 987.0 | | | $ | 1,508.2 | | | $ | 1,504.5 | |
| | | | | | | | | | |
| Costs and expenses: | | | | | | | | | | | | |
| Costs of products sold: | | | | | | | | | | | | |
| Cost of products sold, excluding depreciation, amortization and other items | | | 766.4 | | | | 1,400.7 | | | | 1,251.1 | |
| Lower of cost or market inventory write-down | | | 9.3 | | | | 65.5 | | | | — | |
| Impairment of investment in Anglesey | | | 1.8 | | | | 37.8 | | | | — | |
| Restructuring costs and other charges | | | 5.4 | | | | 8.8 | | | | — | |
| Depreciation and amortization | | | 16.4 | | | | 14.7 | | | | 11.9 | |
| Selling, administrative, research and development, and general | | | 69.9 | | | | 73.1 | | | | 73.1 | |
| Other operating benefits, net | | | (.9 | ) | | | (1.4 | ) | | | (13.6 | ) |
| | | | | | | | | | |
| Total costs and expenses | | | 868.3 | | | | 1,599.2 | | | | 1,322.5 | |
| | | | | | | | | | |
| Operating income (loss) | | | 118.7 | | | | (91.0 | ) | | | 182.0 | |
| Other income (expense): | | | | | | | | | | | | |
| Interest expense | | | — | | | | (1.0 | ) | | | (4.3 | ) |
| Other (expense) income — net | | | (.1 | ) | | | .7 | | | | 4.7 | |
| | | | | | | | | | |
| Income (loss) before income taxes | | | 118.6 | | | | (91.3 | ) | | | 182.4 | |
| Income tax (provision) benefit | | | (48.1 | ) | | | 22.8 | | | | (81.4 | ) |
| | | | | | | | | | |
| Net income (loss) | | $ | 70.5 | | | $ | (68.5 | ) | | $ | 101.0 | |
| | | | | | | | | | |
| Earnings per share — Basic (Note 14): | | | | | | | | | | | | |
| Net income (loss) per share | | $ | 3.51 | | | $ | (3.45 | ) | | $ | 4.91 | |
| | | | | | | | | | |
| Earnings per share — Diluted (Note 14): | | | | | | | | | | | | |
| Net income (loss) per share | | $ | 3.51 | | | $ | (3.45 | ) | | $ | 4.91 | |
| | | | | | | | | | |
| Weighted average number of common shares outstanding (000): | | | | | | | | | | | | |
| Basic | | | 19,639 | | | | 19,980 | | | | 20,014 | |
| | | | | | | | | | |
| Diluted | | | 19,639 | | | | 19,980 | | | | 20,014 | |
| | | | | | | | | | |
The accompanying notes to consolidated financial statements are an integral part of these statements.
4959
KAISER ALUMINUM CORPORATION AND SUBSIDIARY COMPANIES
COMPREHENSIVE INCOME (LOSS)
| | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | Common
| | | | | | | |
| | | | | | | | | | | | Stock
| | | | | | | |
| | | | | | | | | | | | Owned by
| | | | | | | |
| | | | | | | | | | | | Union
| | | Accumulated
| | | | |
| | | | | | | | | | | | VEBA
| | | Other
| | | | |
| | | | | | | | | Retained
| | | Subject to
| | | Comprehensive
| | | | |
| | | Common
| | | Additional
| | | Earnings
| | | Transfer
| | | Income
| | | | |
| | | Stock | | | Capital | | | (Deficit) | | | Restriction | | | (Loss) | | | Total | |
| | | (In millions of dollars) | |
| |
| BALANCE, December 31, 2003 — Predecessor | | $ | .8 | | | $ | 539.1 | | | $ | (2,170.7 | ) | | $ | — | | | $ | (107.9 | ) | | $ | (1,738.7 | ) |
| Net loss | | | — | | | | — | | | | (746.8 | ) | | | — | | | | — | | | | (746.8 | ) |
| Minimum pension liability adjustment | | | — | | | | — | | | | — | | | | — | | | | 97.9 | | | | 97.9 | |
| Unrealized net increase in value of derivative instruments arising during the year | | | — | | | | — | | | | — | | | | — | | | | 2.1 | | | | 2.1 | |
| Reclassification adjustment for net realized losses on derivative instruments included in net loss | | | — | | | | — | | | | — | | | | — | | | | 2.4 | | | | 2.4 | |
| | | | | | | | | | | | | | | | | | | | | | | | | |
| Comprehensive income (loss) | | | | | | | | | | | | | | | | | | | | | | | (644.4 | ) |
| Restricted stock cancellations | | | — | | | | (1.1 | ) | | | — | | | | — | | | | — | | | | (1.1 | ) |
| | | | | | | | | | | | | | | | | | | | | | | | | |
| BALANCE, December 31, 2004 — Predecessor | | | .8 | | | | 538.0 | | | | (2,917.5 | ) | | | — | | | | (5.5 | ) | | | (2,384.2 | ) |
| Net loss | | | — | | | | — | | | | (753.7 | ) | | | — | | | | — | | | | (753.7 | ) |
| Minimum pension liability adjustment | | | — | | | | — | | | | — | | | | — | | | | (3.2 | ) | | | (3.2 | ) |
| Unrealized net decrease in value of derivative instruments arising during the year | | | — | | | | — | | | | — | | | | — | | | | (.3 | ) | | | (.3 | ) |
| Reclassification adjustment for net realized losses on derivative instruments included in net loss | | | — | | | | — | | | | — | | | | — | | | | .2 | | | | .2 | |
| | | | | | | | | | | | | | | | | | | | | | | | | |
| Comprehensive income (loss) | | | | | | | | | | | | | | | | | | | | | | | (757.0 | ) |
| | | | | | | | | | | | | | | | | | | | | | | | | |
| BALANCE, December 31, 2005 — Predecessor | | | .8 | | | | 538.0 | | | | (3,671.2 | ) | | | — | | | | (8.8 | ) | | | (3,141.2 | ) |
| Net Income (same as Comprehensive income) Predecessor | | | — | | | | — | | | | 35.9 | | | | — | | | | — | | | | 35.9 | |
| | | | | | | | | | | | | | | | | | | | | | | | | |
| BALANCE, June 30, 2006 — Predecessor | | | .8 | | | | 538.0 | | | | (3,635.3 | ) | | | — | | | | (8.8 | ) | | | (3,105.3 | ) |
| Cancellation of Predecessor common stock | | | (.8 | ) | | | .8 | | | | — | | | | — | | | | — | | | | — | |
| Issuance of Successor common stock (20,000,000 shares) to creditors | | | .2 | | | | 480.2 | | | | — | | | | — | | | | — | | | | 480.4 | |
| Common stock owned by Union VEBA subject to transfer restrictions, at reorganization value, 6,291,945 shares | | | — | | | | — | | | | — | | | | (151.1 | ) | | | — | | | | (151.1 | ) |
| Plan and fresh start adjustments | | | — | | | | (538.8 | ) | | | 3,635.3 | | | | — | | | | 8.8 | | | | 3,105.3 | |
| | | | | | | | | | | | | | | | | | | | | | | | | |
| BALANCE, July 1, 2006 | | | .2 | | | | 480.2 | | | | — | | | | (151.1 | ) | | | — | | | | 329.3 | |
| | | | | | | | | | | | | | | | | | | | | | | | | |
|
| Net income | | | — | | | | — | | | | 26.2 | | | | — | | | | — | | | | 26.2 | |
| Benefit plan adjustments not recognized in earnings | | | — | | | | — | | | | — | | | | — | | | | 7.9 | | | | 7.9 | |
| | | | | | | | | | | | | | | | | | | | | | | | | |
| Comprehensive income (loss) | | | | | | | | | | | | | | | | | | | | | | | 34.1 | |
| Issuance of 4,273 shares of common stock to directors in lieu of annual retainer fees | | | — | | | | .2 | | | | — | | | | — | | | | — | | | | .2 | |
| Recognition of pre-emergence tax benefits in accordance with fresh start accounting | | | — | | | | 3.3 | | | | — | | | | — | | | | — | | | | 3.3 | |
| Amortization of unearned equity compensation | | | — | | | | 3.8 | | | | — | | | | — | | | | — | | | | 3.8 | |
| | | | | | | | | | | | | | | | | | | | | | | | | |
| BALANCE, December 31, 2006 | | $ | .2 | | | $ | 487.5 | | | $ | 26.2 | | | $ | (151.1 | ) | | $ | 7.9 | | | $ | 370.7 | |
| | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | Common | | | | | | | |
| | | | | | | | | | | | | | | | | | | Stock | | | | | | | |
| | | | | | | | | | | | | | | | | | | Owned by | | | | | | | |
| | | | | | | | | | | | | | | | | | | Union | | | | | | | |
| | | | | | | | | | | | | | | | | | | VEBA | | | Accumulated | | | | |
| | | | | | | | | | | | | | | | | | | Subject to | | | Other | | | | |
| | | Common | | | Common | | | Additional | | | Retained | | | Transfer | | | Comprehensive | | | | |
| | | Shares | | | Stock | | | Capital | | | Earnings | | | Restriction | | | Income (Loss) | | | Total | |
| | | | | | | | | | | (In millions of dollars, except for shares) | | | | | | | | | |
| BALANCE, December 31, 2006 | | | 20,525,660 | | | | .2 | | | | 487.5 | | | | 26.2 | | | | (151.1 | ) | | | 7.9 | | | | 370.7 | |
| Net income | | | | | | | — | | | | — | | | | 101.0 | | | | — | | | | — | | | | 101.0 | |
| Foreign currency translation adjustment | | | | | | | — | | | | — | | | | — | | | | — | | | | (3.7 | ) | | | (3.7 | ) |
| Benefit plan adjustments not recognized in earnings | | | | | | | — | | | | — | | | | — | | | | — | | | | (10.2 | ) | | | (10.2 | ) |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Comprehensive income | | | | | | | | | | | | | | | | | | | | | | | | | | | 87.1 | |
| Removal of transfer restrictions on 1,446,480 shares of common stock owned by Union VEBA, net of income taxes of $9.9 | | | | | | | — | | | | 48.2 | | | | — | | | | 34.7 | | | | — | | | | 82.9 | |
| Recognition of pre-emergence tax benefits in accordance with fresh start accounting (including release of valuation allowance of $343.0 and current year tax benefits of $14.1 and $62.2 for the quarter and year ended December 31, 2007, respectively) | | | | | | | — | | | | 404.5 | | | | — | | | | — | | | | — | | | | 404.5 | |
| Equity compensation recognized by an unconsolidated affiliate | | | | | | | — | | | | .3 | | | | — | | | | — | | | | — | | | | .3 | |
| Cancellation of common stock held by employees on vesting of restricted stock | | | (8,346 | ) | | | — | | | | (.7 | ) | | | — | | | | — | | | | — | | | | (.7 | ) |
| Issuance of common stock to directors in lieu of annual retainer fees | | | 3,877 | | | | — | | | | .3 | | | | — | | | | — | | | | — | | | | .3 | |
| Issuance of restricted stock to employees and directors | | | 61,662 | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | |
| Issuance of common stock to employees upon vesting of restricted stock units | | | 1,232 | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | |
| Cancellation of restricted stock upon forfeiture | | | (3,270 | ) | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | |
| Cash dividends on common stock ($.54 per share) | | | | | | | — | | | | — | | | | (11.1 | ) | | | — | | | | — | | | | (11.1 | ) |
| Amortization of unearned equity compensation (including unearned equity compensation of $2.3 for the quarter ended December 31, 2007) | | | | | | | — | | | | 8.8 | | | | — | | | | — | | | | — | | | | 8.8 | |
| | | | | | | | | | | | | | | | | | | | | | |
| BALANCE, December 31, 2007 | | | 20,580,815 | | | $ | .2 | | | $ | 948.9 | | | $ | 116.1 | | | $ | (116.4 | ) | | $ | (6.0 | ) | | $ | 942.8 | |
| | | | | | | | | | | | | | | | | | | | | | |
The accompanying notes to consolidated financial statements are an integral part of these statements.
5060
KAISER ALUMINUM CORPORATION AND SUBSIDIARY COMPANIES
| | | | | | | | | | | | | | | | | | |
| | | | | | | Predecessor | |
| | | Year Ended
| | | | | | | |
| | | December 31, 2006 | | | | | | | |
| | | July 1, 2006
| | | | | | | | | | | |
| | | through
| | | | January 1, 2006
| | | | | | | |
| | | December 31,
| | | | to
| | | Year Ended December 31, | |
| | | 2006 | | | | July 1, 2006 | | | 2005 | | | 2004 | |
| | | (In millions of dollars) | |
| Cash flows from operating activities: | | | | | | | | | | | | | | | | | |
| Net income (loss) | | $ | 26.2 | | | | $ | 3,141.2 | | | $ | (753.7 | ) | | $ | (746.8 | ) |
| Less net income from discontinued operations | | | — | | | | | 4.3 | | | | 363.7 | | | | 121.3 | |
| | | | | | | | | | | | | | | | | | |
| Net income (loss) from continuing operations, including loss from cumulative effect of adopting change in accounting in 2005 | | | 26.2 | | | | | 3,136.9 | | | | (1,117.4 | ) | | | (868.1 | ) |
| Adjustments to reconcile net income(loss) from continuing operations to net cash used by continuing operations: | | | | | | | | | | | | | | | | | |
| Recognition of pre-emergence tax benefits in accordance with fresh start accounting | | | 3.3 | | | | | — | | | | — | | | | — | |
| Non-cash charges in reorganization items in 2005 and other operating charges in 2004 | | | — | | | | | — | | | | 1,131.5 | | | | 805.3 | |
| Depreciation and amortization (including deferred financing costs of $.3, $.9, $4.4 and $5.8, respectively) | | | 5.7 | | | | | 10.7 | | | | 24.3 | | | | 28.1 | |
| Non-cash equity compensation | | | 4.0 | | | | | — | | | | — | | | | — | |
| Gain on discharge of pre-petition obligations and fresh start adjustments | | | — | | | | | (3,110.3 | ) | | | — | | | | — | |
| Payments pursuant to plan of reorganization | | | — | | | | | (25.3 | ) | | | — | | | | — | |
| Loss from cumulative effect on years prior to 2005 of adopting accounting for conditional asset retirement obligations | | | — | | | | | — | | | | 4.7 | | | | — | |
| Gains on sale of real estate | | | — | | | | | (1.6 | ) | | | (.2 | ) | | | — | |
| Equity in (income) loss of unconsolidated affiliates, net of distributions | | | (7.5 | ) | | | | (10.1 | ) | | | 1.5 | | | | (4.0 | ) |
| Decrease (increase) in trade and other receivables | | | 14.5 | | | | | (18.3 | ) | | | 9.3 | | | | (30.5 | ) |
| Increase in inventories, excluding LIFO adjustments and other non-cash operating items | | | (16.1 | ) | | | | (7.8 | ) | | | (9.4 | ) | | | (24.5 | ) |
| (Increase) decrease in prepaid expenses and other current assets | | | (7.1 | ) | | | | (14.5 | ) | | | — | | | | .8 | |
| Increase (decrease) in accounts payable and accrued interest | | | 13.8 | | | | | 4.7 | | | | (2.4 | ) | | | 16.4 | |
| (Decrease) increase in other accrued liabilities | | | (13.4 | ) | | | | 5.7 | | | | (15.0 | ) | | | (18.6 | ) |
| (Decrease) increase in payable to affiliates | | | (16.8 | ) | | | | 18.2 | | | | .1 | | | | 3.3 | |
| Increase (decrease) in accrued and deferred income taxes | | | 8.9 | | | | | (.5 | ) | | | (4.3 | ) | | | 1.7 | |
| Net cash impact of changes in long-term assets and liabilities | | | (4.6 | ) | | | | (8.0 | ) | | | (25.0 | ) | | | (11.5 | ) |
| Benefit plan adjustments not recognized in earnings | | | 7.9 | | | | | — | | | | — | | | | — | |
| Net cash provided by discontinued operations | | | — | | | | | 8.5 | | | | 17.9 | | | | 64.0 | |
| Other | | | — | | | | | — | | | | 1.3 | | | | (.4 | ) |
| | | | | | | | | | | | | | | | | | |
| Net cash provided (used) by operating activities | | | 18.8 | | | | | (11.7 | ) | | | 16.9 | | | | (38.0 | ) |
| | | | | | | | | | | | | | | | | | |
| Cash flows from investing activities: | | | | | | | | | | | | | | | | | |
| Capital expenditures, net of accounts payable of $5.8 in period from July 1, 2006 through December 31, 2006 and $1.6 for period from January 1,2006 to July 1, 2006 | | | (30.0 | ) | | | | (28.1 | ) | | | (31.0 | ) | | | (7.6 | ) |
| Net proceeds from dispositions: real estate in 2006 and 2005, real estate and equipment in 2004 | | | — | | | | | 1.0 | | | | .9 | | | | 2.3 | |
| Net cash provided by discontinued operations; primarily proceeds from sale of commodity interests in 2005 and 2004 | | | — | | | | | — | | | | 401.4 | | | | 356.7 | |
| | | | | | | | | | | | | | | | | | |
| Net cash (used) provided by investing activities | | | (30.0 | ) | | | | (27.1 | ) | | | 371.3 | | | | 351.4 | |
| | | | | | | | | | | | | | | | | | |
| Cash flows from financing activities: | | | | | | | | | | | | | | | | | |
| Borrowings under Term Loan Facility | | | 50.0 | | | | | — | | | | — | | | | — | |
| Financing costs | | | (.8 | ) | | | | (.2 | ) | | | (3.7 | ) | | | (2.4 | ) |
| Repayment of debt | | | — | | | | | — | | | | (1.7 | ) | | | — | |
| Decrease (increase) in restricted cash | | | — | | | | | 1.5 | | | | (1.5 | ) | | | — | |
| Net cash used by discontinued operations: primarily increase in restricted cash in 2005 and increase in restricted cash and payment of Alpart CARIFA loan of $14.6 in 2004 | | | — | | | | | — | | | | (387.2 | ) | | | (291.1 | ) |
| | | | | | | | | | | | | | | | | | |
| Net cash provided (used) by financing activities | | | 49.2 | | | | | 1.3 | | | | (394.1 | ) | | | (293.5 | ) |
| | | | | | | | | | | | | | | | | | |
| Net increase (decrease) in cash and cash equivalents during the period | | | 38.0 | | | | | (37.5 | ) | | | (5.9 | ) | | | 19.9 | |
| Cash and cash equivalents at beginning of period | | | 12.0 | | | | | 49.5 | | | | 55.4 | | | | 35.5 | |
| | | | | | | | | | | | | | | | | | |
| Cash and cash equivalents at end of period | | $ | 50.0 | | | | $ | 12.0 | | | $ | 49.5 | | | $ | 55.4 | |
| | | | | | | | | | | | | | | | | | |
| Supplemental disclosure of cash flow information: | | | | | | | | | | | | | | | | | |
| Interest paid, net of capitalized interest of $1.6,$1.0, $.6, and $.1 | | $ | .2 | | | | $ | — | | | $ | .7 | | | $ | 3.8 | |
| Less interest paid by discontinued operations | | | — | | | | | — | | | | — | | | | (.9 | ) |
| | | | | | | | | | | | | | | | | | |
| | | $ | .2 | | | | $ | — | | | $ | .7 | | | $ | 2.9 | |
| | | | | | | | | | | | | | | | | | |
| Income taxes paid | | $ | .7 | | | | $ | 1.2 | | | $ | 22.3 | | | $ | 10.7 | |
| Less income taxes paid by discontinued operations | | | — | | | | | — | | | | (18.9 | ) | | | (10.7 | ) |
| | | | | | | | | | | | | | | | | | |
| | | $ | .7 | | | | $ | 1.2 | | | $ | 3.4 | | | $ | — | |
| | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | Common | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | Stock | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | Owned by | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | Union | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | VEBA | | | | | | | Accumulated | | | | |
| | | Common | | | | | | | | | | | | | | | Subject to | | | | | | | Other | | | | |
| | | Shares | | | Common | | | Additional | | | Retained | | | Transfer | | | Treasury | | | Comprehensive | | | | |
| | | Outstanding | | | Stock | | | Capital | | | Earnings | | | Restriction | | | Stock | | | Income (Loss) | | | Total | |
| | | | | | | | | | | (In millions of dollars, except for shares) | | | | | | | | | |
| BALANCE, December 31, 2007 | | | 20,580,815 | | | $ | .2 | | | $ | 948.9 | | | $ | 116.1 | | | $ | (116.4 | ) | | $ | — | | | $ | (6.0 | ) | | $ | 942.8 | |
| Net loss | | | — | | | | — | | | | — | | | | (68.5 | ) | | | — | | | | — | | | | — | | | | (68.5 | ) |
| Tax effect of prior year pension adjustments | | | — | | | | — | | | | (.7 | ) | | | — | | | | — | | | | — | | | | .7 | | | | — | |
| Defined benefit plans adjustments: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Net actuarial loss arising during the period (net of tax of $34.3) | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | (55.4 | ) | | | (55.4 | ) |
| Prior service cost arising during the period (net of tax of 3.4) | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | (5.5 | ) | | | (5.5 | ) |
| Less: amortization of prior service cost (net of tax of (.3)) | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | .5 | | | | .5 | |
| Less: amortization of net actuarial loss (net of tax of (.1)) | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | .2 | | | | .2 | |
| Foreign currency translation adjustment, net of tax of $0 | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | 5.2 | | | | 5.2 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Comprehensive loss | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | (123.5 | ) |
| Recognition of pre-emergence tax benefits in accordance with fresh start accounting | | | — | | | | — | | | | 1.9 | | | | — | | | | — | | | | — | | | | — | | | | 1.9 | |
| Equity compensation recognized by an unconsolidated affiliate (net of tax of .1) | | | — | | | | — | | | | (.1 | ) | | | — | | | | — | | | | — | | | | — | | | | (.1 | ) |
| Capital distribution by unconsolidated affiliate to its parent company (net of tax of $.6) | | | — | | | | — | | | | (.9 | ) | | | — | | | | — | | | | — | | | | — | | | | (.9 | ) |
| Issuance of non-vested shares to employees | | | 52,970 | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | |
| Issuance of common shares to directors | | | 3,689 | | | | — | | | | .2 | | | | — | | | | — | | | | — | | | | — | | | | .2 | |
| Issuance of common shares to employees upon vesting of restricted stock units and performance shares | | | 1,521 | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | |
| Cancellation of employee non-vested shares | | | (9,953 | ) | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | |
| Cancellation of shares to cover employees’ tax withholdings upon vesting of non-vested shares | | | (11,423 | ) | | | — | | | | (.7 | ) | | | — | | | | — | | | | — | | | | — | | | | (.7 | ) |
| Cash dividends on common stock ($.66 per share) | | | — | | | | — | | | | — | | | | (13.5 | ) | | | — | | | | — | | | | — | | | | (13.5 | ) |
| Repurchase of common stock | | | (572,706 | ) | | | — | | | | — | | | | — | | | | — | | | | (28.1 | ) | | | — | | | | (28.1 | ) |
| Excess tax benefit upon vesting of non-vested shares and dividend payment on unvested shares expected to vest | | | — | | | | — | | | | .1 | | | | — | | | | — | | | | — | | | | — | | | | .1 | |
| Amortization of unearned equity compensation | | | — | | | | — | | | | 9.9 | | | | — | | | | — | | | | — | | | | — | | | | 9.9 | |
| | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| BALANCE, December 31, 2008 | | | 20,044,913 | | | $ | .2 | | | $ | 958.6 | | | $ | 34.1 | | | $ | (116.4 | ) | | $ | (28.1 | ) | | $ | (60.3 | ) | | $ | 788.1 | |
| | | | | | | | | | | | | | | | | | | | | | | �� | | |
The accompanying notes to consolidated financial statements are an integral part of these statements.
5161
STATEMENTS OF CONSOLIDATED STOCKHOLDERS’ EQUITY AND
COMPREHENSIVE INCOME (LOSS)
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | Common | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | Stock | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | Owned by | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | Union | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | VEBA | | | | | | | Accumulated | | | | |
| | | Common | | | | | | | | | | | | | | | Subject to | | | | | | | Other | | | | |
| | | Shares | | | Common | | | Additional | | | Retained | | | Transfer | | | Treasury | | | Comprehensive | | | | |
| | | Outstanding | | | Stock | | | Capital | | | Earnings | | | Restriction | | | Stock | | | Loss | | | Total | |
| | | | | | | | | | | (In millions of dollars, except for shares) | | | | | | | | | |
| BALANCE, December 31, 2008 | | | 20,044,913 | | | $ | .2 | | | $ | 958.6 | | | $ | 34.1 | | | $ | (116.4 | ) | | $ | (28.1 | ) | | $ | (60.3 | ) | | $ | 788.1 | |
| Net income | | | — | | | | — | | | | — | | | | 70.5 | | | | — | | | | — | | | | — | | | | 70.5 | |
| Defined benefit plans adjustments: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Net actuarial gain arising during the period (net of tax of $(43.2)) | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | 71.4 | | | | 71.4 | |
| Prior service cost arising during the period (net of tax of $12.2) | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | (20.2 | ) | | | (20.2 | ) |
| Less: amortization of prior service cost (net of tax of $(.6)) | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | .9 | | | | .9 | |
| Less: amortization of net actuarial gain (net of tax of $(1.4)) | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | 2.4 | | | | 2.4 | |
| Foreign currency translation adjustment, net of tax of $0 | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | (1.5 | ) | | | (1.5 | ) |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Comprehensive income | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 123.5 | |
| Issuance of non-vested shares to employees | | | 196,829 | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | |
| Capital distribution by unconsolidated affiliate to its parent company | | | — | | | | — | | | | (.1 | ) | | | — | | | | — | | | | — | | | | — | | | | (.1 | ) |
| Issuance of common shares to employees in lieu of cash bonus | | | 15,674 | | | | — | | | | .3 | | | | — | | | | — | | | | — | | | | — | | | | .3 | |
| Issuance of common shares to directors | | | 3,734 | | | | — | | | | .1 | | | | — | | | | — | | | | — | | | | — | | | | .1 | |
| Issuance of common shares to employees upon vesting of restricted stock units and performance shares | | | 21,089 | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | |
| Cancellation of employee non-vested shares | | | (5,668 | ) | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | |
| Cash dividends on common stock ($.96 per share) | | | — | | | | — | | | | — | | | | (19.6 | ) | | | — | | | | — | | | | — | | | | (19.6 | ) |
| Excess tax deficiency upon vesting of non-vested shares and dividend payment on unvested shares expected to vest | | | — | | | | — | | | | (.1 | ) | | | — | | | | — | | | | — | | | | — | | | | (.1 | ) |
| Amortization of unearned equity compensation | | | — | | | | — | | | | 9.0 | | | | — | | | | — | | | | — | | | | — | | | | 9.0 | |
| | | | | | | | | | | | | | | | | | | | | | | | | |
| BALANCE, December 31, 2009 | | | 20,276,571 | | | $ | .2 | | | $ | 967.8 | | | $ | 85.0 | | | $ | (116.4 | ) | | $ | (28.1 | ) | | $ | (7.3 | ) | | $ | 901.2 | |
| | | | | | | | | | | | | | | | | | | | | | | | | |
The accompanying notes to consolidated financial statements are an integral part of these statements.
62
KAISER ALUMINUM CORPORATION AND SUBSIDIARY COMPANIES
STATEMENTS OF CONSOLIDATED CASH FLOWS
| | | | | | | | | | | | | |
| | | Year Ended | | | Year Ended | | | Year Ended | |
| | | December 31, | | | December 31, | | | December 31, | |
| | | 2009 | | | 2008 | | | 2007 | |
| | | (In millions of dollars) | |
| Cash flows from operating activities: | | | | | | | | | | | | |
| | | | | | | | | | | | | |
| Net income (loss) | | $ | 70.5 | | | $ | (68.5 | ) | | $ | 101.0 | |
| Adjustments to reconcile income (loss) to net cash provided (used) by operating activities: | | | | | | | | | | | | |
| Recognition of pre-emergence tax benefits in accordance with fresh start accounting | | | — | | | | — | | | | 62.2 | |
| Excess tax charges (benefit) upon vesting of non-vested shares and dividend payment on unvested shares expected to vest | | | .1 | | | | (.1 | ) | | | — | |
| Depreciation and amortization (including deferred financing costs of zero, $.2, and $2.1, respectively) | | | 16.4 | | | | 14.9 | | | | 14.0 | |
| Deferred income taxes | | | 47.3 | | | | (31.0 | ) | | | — | |
| Non-cash equity compensation | | | 9.1 | | | | 10.1 | | | | 9.1 | |
| Net non-cash (benefit) charges in other operating (benefits) charges, net, LIFO charges (benefits) and lower of cost or market inventory write-down | | | 18.0 | | | | 57.7 | | | | (18.9 | ) |
| Non-cash unrealized (gains) losses on derivative positions | | | (80.5 | ) | | | 87.1 | | | | (9.6 | ) |
| Amortization of option premiums | | | 5.5 | | | | — | | | | 1.5 | |
| Non-cash impairment charges | | | 2.3 | | | | 42.1 | | | | — | |
| Other non-cash changes in assets and liabilities | | | 5.5 | | | | (.3 | ) | | | (2.5 | ) |
| Losses/(gains) on sale and disposition of property, plant and equipment | | | .1 | | | | (.1 | ) | | | .6 | |
| Equity in (income) loss of unconsolidated affiliates, net of distributions | | | (1.9 | ) | | | 1.8 | | | | (22.4 | ) |
| Decrease (increase) in trade and other receivables | | | 30.1 | | | | (13.2 | ) | | | 1.9 | |
| Decrease (increase) in receivable from affiliates | | | 11.6 | | | | (2.3 | ) | | | (8.2 | ) |
| Decrease (increase) in inventories, excluding LIFO adjustments, lower of cost or market inventory write-down and other non-cash operating items | | | 29.1 | | | | (22.7 | ) | | | (5.5 | ) |
| (Increase) decrease in prepaid expenses and other current assets | | | (2.0 | ) | | | (7.0 | ) | | | 5.5 | |
| Decrease in accounts payable | | | (2.5 | ) | | | (18.9 | ) | | | (6.2 | ) |
| (Decrease) increase in other accrued liabilities | | | (19.8 | ) | | | 7.1 | | | | 4.0 | |
| (Decrease) increase in payable to affiliates | | | (18.5 | ) | | | 8.9 | | | | 2.4 | |
| Decrease in accrued income taxes | | | — | | | | (.4 | ) | | | (1.4 | ) |
| Net cash impact of changes in long-term assets and liabilities | | | 7.3 | | | | (18.3 | ) | | | 2.1 | |
| | | | | | | | | | |
| Net cash provided by operating activities | | | 127.7 | | | | 46.9 | | | | 129.6 | |
| | | | | | | | | | |
| Cash flows from investing activities: | | | | | | | | | | | | |
| Capital expenditures, net of change in accounts payable of $(.9), $1.2, and $3.1, respectively | | | (59.2 | ) | | | (93.2 | ) | | | (61.8 | ) |
| Net proceeds from dispositions of property, plant and equipment | | | — | | | | 1.6 | | | | — | |
| Decrease (increase) in restricted cash | | | 18.5 | | | | (20.9 | ) | | | 9.2 | |
| | | | | | | | | | |
| Net cash used by investing activities | | | (40.7 | ) | | | (112.5 | ) | | | (52.6 | ) |
| | | | | | | | | | |
| Cash flows from financing activities: | | | | | | | | | | | | |
| Financing costs | | | (1.2 | ) | | | — | | | | (.2 | ) |
| Borrowings under the revolving credit facility | | | 111.6 | | | | 171.5 | | | | — | |
| Repayment of borrowings under the revolving credit facility | | | (147.6 | ) | | | (135.5 | ) | | | — | |
| Borrowings under note payable | | | — | | | | 7.0 | | | | — | |
| Repayment of term loan | | | — | | | | — | | | | (50.0 | ) |
| Cash dividend paid to shareholders | | | (19.6 | ) | | | (17.2 | ) | | | (7.4 | ) |
| Retirement of common stock | | | — | | | | (.7 | ) | | | (.7 | ) |
| Repurchase of common stock | | | — | | | | (28.1 | ) | | | — | |
| Excess tax (charges) benefit upon vesting of non-vested shares and dividend payment on unvested shares expected to vest | | | (.1 | ) | | | .1 | | | | — | |
| | | | | | | | | | |
| Net cash used by financing activities | | | (56.9 | ) | | | (2.9 | ) | | | (58.3 | ) |
| | | | | | | | | | |
| Net increase (decrease) in cash and cash equivalents during the period | | | 30.1 | | | | (68.5 | ) | | | 18.7 | |
| Cash and cash equivalents at beginning of period | | | .2 | | | | 68.7 | | | | 50.0 | |
| | | | | | | | | | |
| Cash and cash equivalents at end of period | | $ | 30.3 | | | $ | .2 | | | $ | 68.7 | |
| | | | | | | | | | |
The accompanying notes to consolidated financial statements are an integral part of these statements.
63
KAISER ALUMINUM CORPORATION AND SUBSIDIARY COMPANIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(In millions of dollars, except share amounts)amounts and where indicated)
1. Summary of Significant Accounting Policies
The accompanying financial statements include the financial statements of Kaiser Aluminum Corporation both before and after emergence. Financial information related to Kaiser Aluminum Corporation after emergence is generally referred to throughout this Report as “Successor” information. Information of Kaiser Aluminum Corporation before emergence is generally referred to as “Predecessor” information. The financial information of the Successor entity is not comparable to that of the Predecessor given the impacts of the Plan, implementation of fresh start reporting and other factors as more fully described below.
The Notes to Consolidated Financial Statements are grouped into two categories: (1) those primarily affecting the Successor entity (Notes 1 through 12) and (2) those primarily affecting the Predecessor entity (Notes 13 through 21).
SUCCESSOR
| |
1. | Summary of Significant Accounting Policies |
Principles of Consolidation and Basis of Presentation.The consolidated financial statements includeconsolidate the financial statements of Kaiser Aluminum Corporation (“Kaiser”, “KAC”, or the “Company”)Company and its majoritywholly owned subsidiaries.
This is the first annual report under the Securities Exchange Act of 1934 reflecting Successor financial informationsubsidiaries and as discussedare prepared in Note 2, reflects the terms of Kaiser’s Second Amended Plan of Reorganization (the “Plan”) and certain related actions and the application of “fresh start” accounting as required by the American Institute of Certified Professional Accountants (“AICPA”) Statement of Position90-7(“SOP 90-7”),Financial Reporting by Entities in Reorganization Under the Bankruptcy Code. In accordance with United States generally accepted accounting principles (“US GAAP”), while the Predecessor financial information will continue to be presented, Predecessor. Intercompany balances and Successor financial statement informationtransactions are eliminated. See Note 3 for 2006 is reported separately and not combined.
As stated in Note 2, due to the implementationa description of the Plan,Company’s accounting for its 49%, non-controlling ownership interest in Anglesey Aluminium Limited (“Anglesey”). References to specific US GAAP in this Report cite topics within the applicationFinancial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”).
Use of fresh start accounting and due to changesEstimates in accounting policies and procedures, the financial statementsPreparation of the Successor are not comparable to those of the Predecessor.
The Company’s emergence from chapter 11 and adoption of fresh start accounting resulted in a new reporting entity for accounting purposes. Although the Company emerged from chapter 11 on July 6, 2006 (herein referred to as the “Effective Date”), the Company adopted fresh start accounting under the provisions ofSOP 90-7 effective as of the beginning of business on July 1, 2006. As such, it was assumed that the emergence was completed instantaneously at the beginning of business on July 1, 2006 such that all operating activities during the period from July 1, 2006 through December 31, 2006 are reported as applying to the new reporting entity. The Company believes that this is a reasonable presentation as there were no material non-Plan-related transactions between July 1, 2006 and July 6, 2006.
The Predecessor Statement of Consolidated Cash Flows for the period January 1, 2006 to July 1, 2006 includes plan-related payments of $25.3 made between July 1, 2006 and July 6, 2006.
Financial Statements.The preparation of financial statements in accordance with US GAAP requires the use of estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities known to exist as of the date the financial statements are published, and the reported amounts of revenues and expenses during the reporting period. Uncertainties with respect to such estimates and assumptions are inherent in the preparation of the Company’s consolidated financial statements; accordingly, it is possible that the actual results could differ from these estimates and assumptions, which could have a material effect on the reported amounts of the Company’s consolidated financial position and results of operation.
52
KAISER ALUMINUM CORPORATION AND SUBSIDIARY COMPANIES
operations.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
Investments in 50%-or-less-owned entities are accounted for primarily by the equity method. The only such affiliate of significance at December 31, 2006 was Anglesey Aluminium Limited (“Anglesey”). Intercompany balances and transactions are eliminated.
Recognition of Sales.Sales are generally recognized on a gross basis, when title, ownership and risk of loss pass to the buyer and collectibilitycollectability is reasonably assured. In connection with Anglesey’s remelt operations, which commenced in the fourth quarter of 2009, the Company substantially reduced or eliminated its risks of inventory loss and metal prices and foreign currency exchange rate fluctuation. As the Company is, in substance, acting as the agent in the sales arrangement of the secondary aluminum products, the sales are presented on a net of cost of sales basis.
A provision for estimated sales returns from, and allowances to, customers is made in the same period as the related revenues are recognized, based on historical experience or the specific identification of an event necessitating a reserve.
From time-to-time, in the ordinary course of business, the Company may enter into agreements with customers in which the Company, in return for a fee, agrees to reserve certain amounts of its existing production capacity to the customer, defer an existing customer purchase commitment into future periods and reserve certain amounts of its expected production capacity in those periods to the customer or cancel or reduce existing commitment under existing contracts. These agreements may have terms or impact periods exceeding one year.
Certain of the capacity reservation and deferral agreements provide for periodic, such as quarterly or annual, billing for the duration of the contract. For capacity reservation agreements, the Company recognizes revenue ratably over the period of the capacity reservation. Accordingly, the Company may recognize revenue prior to billing reservation fees. For commitment deferral agreements, the Company recognizes revenue upon the earlier occurrence of the related sale of product or the end of the commitment period. At December 31, 2009 and 2008, the Company had $.3 and $.1 of unbilled receivables, respectively, included within Trade receivables on the Company’s Consolidated Balance Sheets. In connection with other agreements, the Company may collect funds from customers in advance of the periods for which (i) the production capacity is reserved, (ii) commitments are deferred, (iii) commitments are reduced or (iv) performance is completed, in which event the recognition of revenue is deferred until such time as the fee is earned. Any unearned fees are included within Other accrued liabilities or Long-term liabilities, as appropriate, on the Company’s Consolidated Balance Sheets (see Note 6). At December 31, 2009, the Company had deferred revenues of $15.5 relating to these agreements, of which $6.8 was included in Other accrued liabilities and $8.7 was included in Long-term liabilities. Deferred revenues are expected to be recognized in earnings through 2013.
Earnings per Share.ASC Topic 260,Earnings Per Share, defines unvested stock-based payment awards that contain nonforfeitable rights to dividends or dividend equivalents (whether paid or unpaid) as participating securities and requires inclusion of such securities in the computation of earnings per share pursuant to the two-class method. Topic 260 mandates the application of the foregoing principles to all financial statements issued for fiscal years beginning after December 2008 and requires retrospective application. Upon adoption, the Company retrospectively adjusted its earnings per share data, resulting in a $.02 and $.14 per share reduction in basic earnings per common share for the years ended December 31, 2008 and 2007, respectively. The retrospective
64
KAISER ALUMINUM CORPORATION AND SUBSIDIARY COMPANIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
adjustments resulted in a $.02 and $.06 per share reduction in diluted earnings per common share for the years ended December 31, 2008 and 2007, respectively (see Note 14).
Basic earnings per share is computed by dividing distributed and undistributed earnings allocable to common shares by the weighted averageweighted-average number of common shares outstanding during the applicable period. The shares owned by a voluntary employee beneficiary association (“VEBA”) for the benefit of certain union retirees, their surviving spouses and eligible dependents (the “Union VEBA”) that are subject to transfer restrictions, while treated in the Consolidated Balance Sheets as being treated similar to treasury stock (i.e., as a reduction in Stockholders’ equity), are included in the computation of basic shares outstanding asin the Statements of Consolidated Income because such shares were irrevocably issued and are subject tohave full dividend and voting rights.
Diluted earnings per share are computed by dividing earnings by the weighted average number of diluted common shares outstanding during the period. The weighted average number of diluted shares includes the dilutive effect of the non-vested stock and restricted stock units granted during the period from the dates of grant (see Note 7).The impact of the non-vested shares and restricted stock units on the number of dilutive common shares is calculated by reducingas the total numbermore dilutive result of non-vested shares and restricted stock units (525,086) by the theoretical number of shares that could be repurchased under the assumption that the hypothetical proceeds of such non-vested shares and restricted stock units is the amount of unrecognized compensation expense together with any related income tax benefits (439,732). Based on the foregoing, a total 85,354 shares of common stock have been added to the dilutedcomputing earnings per share computation.under (i) the treasury stock method or (ii) the two-class method (see Note 14).
Stock-Based Employee Compensation. The Company accountsStock based compensation is provided to certain employees, directors and a director emeritus, and is accounted for stock-based employee compensation plans at fair value.value, pursuant to the requirements of ASC Topic 718,Compensation – Stock Compensation. The Company measures the cost of employee services received in exchange for an award of equity instruments based on the grant-date fair value of the award.award and the number of awards expected to ultimately vest. The fair value of awards provided to the director emeritus is not material. The cost of thean award is recognized as an expense over the period that the employeerecipient provides service for the award. During the period from July 1, 2006 through December 31, 2006, $4.0 of compensation cost was recognized in connection with vested and non-vested stock and restricted stock units issued to executive officers, other key employees and directors during the period (see Note 7). The Company has elected to amortize compensation expense for equity awards with gradinggraded vesting using the straight line method. The Company recognized compensation expense for 2009, 2008 and 2007 of $8.2, $9.9 and $9.1, respectively, in connection with vested awards and non-vested stock, restricted stock units and stock options (see Note 10).
The Company grants performance shares to executive officers and other key employees in connection with its long term incentive (“LTI”) programs. These awards are subject to performance requirements pertaining to the Company’s economic value added (“EVA”) performance, measured over a three year performance period. EVA is a measure of the excess of the Company’s pretax operating income for a particular year over a pre-determined percentage of the net assets of the immediately preceding year, as defined in the LTI program. The number of performance shares, if any, that will ultimately vest and result in the issuance of common shares depends on the average annual EVA achieved for the specified three year performance periods. The fair value of performance-based awards is measured based on the most probable outcome of the performance condition, which is estimated quarterly using the Company’s forecast and actual results. The Company expenses the fair value, after assuming an estimated forfeiture rate, over the specified three year performance periods on a ratable basis. The Company recognized compensation expense for 2009, 2008 and 2007 of $.9, $.2 and zero, respectively, in connection with the performance shares.
Restructuring Costs and Other Charges.Restructuring costs and other charges include employee severance and benefit costs, impairment of owned equipment to be disposed of, and other costs associated with exit and disposal activities. The Company applies the provisions of ASC Topic 420,Exit or Disposal Cost Obligations, to account for obligations arising from such activities. Severance and benefit costs incurred in connection with exit activities are recognized when the Company’s management with the proper level of authority has committed to a restructuring plan and communicated those actions to employees. For owned facilities and equipment, impairment losses recognized are based on the fair value less costs to sell, with fair value estimated based on existing market prices for similar assets. Other exit costs include costs to consolidate facilities or close facilities, terminate contractual commitments and relocate employees. A liability for such costs is recorded at its fair value in the period in which the liability is incurred. At each reporting date, the Company evaluates its accruals for exit costs and employee separation costs to ensure the accruals are still appropriate. During 2009 and 2008, the Company recorded $5.4 and $8.8, respectively, of restructuring costs and other charges relating to employee termination and other personnel costs, and contract termination and other facility-related activities, in connection with the Company’s closure of its Tulsa, Oklahoma extrusion facility, significant reduction of operations at its Bellwood, Virginia facility, and reduction of personnel in other locations (see Note 16).
Other Income (Expense), net.Amounts included in Other income (expense) in 2009, 2008 and 2007 included the following:
| | | | | | | | | | | | | |
| | | Year Ended | | | Year Ended | | | Year Ended | |
| | | December 31, | | | December 31, | | | December 31, | |
| | | 2009 | | | 2008 | | | 2007 | |
| Interest income | | $ | .1 | | | $ | 1.7 | | | $ | 5.3 | |
| All other, net | | | (.2 | ) | | | (1.0 | ) | | | (.6 | ) |
| | | | | | | | | | |
| | | $ | (.1 | ) | | $ | .7 | | | $ | 4.7 | |
| | | | | | | | | | |
5365
KAISER ALUMINUM CORPORATION AND SUBSIDIARY COMPANIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
Other Income (Expense). Amounts included in Other income (expense), other than interest expense and reorganization items in 2006, 2005 and 2004, included the following pre-tax gains (losses):
| | | | | | | | | | | | | | | | | | |
| | | | | | | Predecessor | |
| | | Year Ended December 31, 2006 | | | | | | | |
| | | July 1, 2006
| | | | | | | | | | | |
| | | through
| | | | January 1, 2006
| | | | | | | |
| | | December 31,
| | | | to July 1,
| | | Year Ended December 31, | |
| | | 2006 | | | | 2006 | | | 2005 | | | 2004 | |
| Interest income(a) | | $ | 2.0 | | | | $ | — | | | $ | — | | | $ | — | |
| Adjustment to environmental liabilities for non-operating properties | | | — | | | | | — | | | | — | | | | (1.4 | ) |
| Gain (loss) on sale of real estate and miscellaneous properties with no operations (Note 16) | | | — | | | | | — | | | | — | | | | 1.8 | |
| Settlement of outstanding obligations of former affiliate | | | — | | | | | — | | | | — | | | | 6.3 | |
| Asbestos and personal injury-related charges | | | — | | | | | — | | | | — | | | | (1.0 | ) |
| All other, net | | | .7 | | | | | 1.2 | | | | (2.4 | ) | | | (1.5 | ) |
| | | | | | | | | | | | | | | | | | |
| | | $ | 2.7 | | | | $ | 1.2 | | | $ | (2.4 | ) | | $ | 4.2 | |
| | | | | | | | | | | | | | | | | | |
| | |
(a) | | In accordance with S0P90-7, interest income during the pendency of the chapter 11 reorganization proceedings was treated as a reduction of reorganization expense. |
Income Taxes. In accordance withSOP 90-7,Deferred income taxes reflect the Company adopted Financial Accounting Standards Board (“FASB”) Interpretation No. 48,Accountingfuture tax effect of temporary differences between the carrying amount of assets and liabilities for Uncertaintyfinancial and income tax reporting and are measured by applying statutory tax rates in Income Taxes, an interpretation of FASB Statement No. 109(“FIN 48”) at emergence.effect for the year during which the differences are expected to reverse. In accordance with FIN 48,ASC Topic 740,Income Taxes, the Company uses a “more likely than not” threshold for recognition of tax attributes that are subject to uncertainties and measures any reserves in respect of such expected benefits based on their probability as prescribedprobability. Deferred tax assets are reduced by FIN 48. The Company doesa valuation allowance to the extent it is more likely than not consider this a change fromthat the practice of the Predecessor. The adoption of FIN 48 diddeferred tax assets will not have a material impact on the Company’s financial statements.be realized (see Note 8).
Cash and Cash Equivalents.The Company considers only those short-term, highly liquid investments with original maturities of 90 days or less when purchased to be cash equivalents. The Company’s cash equivalents consist primarily of funds in money market accounts and other highly liquid investments, which are classified within Level 1 of the fair value hierarchy. The money market funds included in cash and cash equivalents at December 31, 2009 and 2008 were $29.4 million and zero, respectively.
Restricted Cash.The Company is required to keep certain amounts on deposit relating to workers’ compensation, derivative contracts, letters of credit and other agreements. Such amounts totaled $18.3 and $36.8 at December 31, 2009 and December 31, 2008, respectively. Of the restricted cash balances, $.9 and $1.4 were considered short term and included in Prepaid expenses and other current assets on the Consolidated Balance Sheets at December 31, 2009 and December 31, 2008, respectively; and $17.4 and $35.4 were considered long term and included in Other assets on the Consolidated Balance Sheets at December 31, 2009 and December 31, 2008, respectively. Included in long term restricted cash at December 31, 2009 and December 31, 2008 was zero and $17.2, respectively, of margin call deposits with the Company’s counterparties (see Note 6).
Trade Receivables and Allowance for Doubtful Accounts.Trade receivables consist of amounts billed to customers for products sold. Accounts receivable are generally due within 30 days. For the majority of its receivables, the Company establishes an allowance for doubtful accounts based on collection experience and other factors. On certain other receivables where the Company is aware of a specific customer’s inability or reluctance to pay, an allowance for doubtful accounts is established against amounts due to reduce the net receivable balance to the amount the Company reasonably expects to collect. However, if circumstances change, the Company’s estimate of the recoverability of accounts receivable could be different. Circumstances that could affect the Company’s estimates include, but are not limited to, customer credit issues and general economic conditions. Accounts are written off once deemed to be uncollectible. Any subsequent cash collections relating to accounts that have been previously written off are typically recorded as a reduction to bad debt expense in the period of payment.
Inventories. Substantially all productInventories are stated at the lower of cost or market value. For the Fabricated Products segment (see Note 2), finished products, work in process and raw material inventories are stated on alast-in, first-out (“LIFO”) basis not in excess of market value. Replacement cost is not in excess of LIFO cost. Otherand other inventories, principally operating supplies and repair and maintenance parts, are stated at the lower of average cost or market.cost. Inventory costs consist of material, labor and manufacturing overhead, including depreciation. Abnormal costs, such as idle facility expenses, freight, handling costs and spoilage, are accounted for as current period charges.
54
KAISER ALUMINUM CORPORATION AND SUBSIDIARY COMPANIES
charges (See Note 2).
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
Inventories consistShipping and Handling Costs.Shipping and handling costs are recorded as a component of the following:Cost of products sold excluding depreciation.
| | | | | | | | | | |
| | | | | | | Predecessor
| |
| | | December 31,
| | | | December 31,
| |
| | | 2006 | | | | 2005 | |
| Fabricated products — | | | | | | | | | |
| Finished products | | $ | 61.1 | | | | $ | 34.7 | |
| Work in process | | | 72.8 | | | | | 43.1 | |
| Raw materials | | | 42.0 | | | | | 26.3 | |
| Operating supplies and repairs and maintenance parts | | | 12.1 | | | | | 11.1 | |
| | | | | | | | | | |
| | | | 188.0 | | | | | 115.2 | |
| Commodities — Primary aluminum | | | .1 | | | | | .1 | |
| | | | | | | | | | |
| | | $ | 188.1 | | | | $ | 115.3 | |
| | | | | | | | | | |
Advertising Costs.Advertising costs, which are included in Selling, administrative, research and development, and general, are expensed as incurred. Advertising costs for 2009, 2008, and 2007 were $.4, $.3, and $.6, respectively.
As stated above, the Company determines costResearch and Development Costs.Research and development costs, which are included in Selling, research and development, and general, are expensed as incurred. Research and development costs for substantially all of its product inventories on a LIFO basis. All Predecessor LIFO layers2009, 2008 and 2007, were eliminated in connection with the application of fresh start accounting. The Company applies LIFO differently than the Predecessor did in that it views each quarter on a standalone basis for computing LIFO; whereas the Predecessor recorded LIFO amounts with a view to the entire fiscal year which, with certain exceptions, tended to result in LIFO charges being recorded in the fourth quarter or the second half of the year. The Company recorded a net non-cash LIFO charge of approximately $3.3 during the period from July 1, 2006 through December 31, 2006, a non-cash LIFO charge of approximately $21.7 during the period from January 1, 2006 to July 1, 2006$4.4, $4.8, and non-cash LIFO charges of $9.3 and $12.1 during the years ended December 31, 2005 and 2004. These amounts are primarily a result of changes in metal prices.$3.0, respectively.
Pursuant to fresh start accounting, in the Company’s opening July 2006 balance sheet, all inventory amounts were stated at fair market value. Raw materials and Operating supplies and repairs and maintenance parts were recorded at published market prices including any location premiums. Finished products and Work in progress (“WIP”) were recorded at selling price less cost to sell, cost to complete and a reasonable apportionment of the profit margin associated with the selling and conversion efforts. As reported in Note 2, this resulted in an increase in the value of the inventories in the opening July 2006 balance sheet of approximately $48.9.
Given the recent strength in demand for many types of fabricated aluminum products and primary aluminum, the Company has a larger volume of raw materials, WIP and finished goods than is its historical average, and the price for such goods that was reflected in the opening inventory balance at July 1, 2006, given the application of fresh start accounting, is higher than long term historical averages. As such, with the inevitable ebb and flow of business cycles, non-cash LIFO charges will result when inventory levels dropand/or margins compress. Such adjustments could be material to results in future periods.
Depreciation.Depreciation is computed principally using the straight-line method at rates based on the estimated useful lives of the various classes of assets. The principal estimated useful lives, which were determined based on a third party appraisal, are as follows:
| | | | | |
| | | Useful Life | |
| | | (Years) | |
| |
| Land improvements | | | 3-7 | |
| Buildings | | | 15-35 | |
| Machinery and equipment | | | 2-22 | |
Depreciation expense relating to Fabricated Products is not included in Cost of products sold, excluding depreciation, amortization and other items, but is included in Depreciation and amortization on the Statements of Consolidated Income (Loss).
As more fully discussed below, upon emergence from reorganization,Major Maintenance Activities.All of the Company applied fresh start accounting to its consolidated financial statements as required bySOP 90-7. As a result, accumulated depreciation was reset to zero. The new lives assigned tomajor maintenance costs are accounted for using the individual assets and the application of fresh start accounting (seedirect expensing method.
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KAISER ALUMINUM CORPORATION AND SUBSIDIARY COMPANIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
Notes 2 and 4) will cause future depreciation expense to be different than the historical depreciation expenseLeases.For leases that contain predetermined fixed escalations of the Predecessor.minimum rent, the Company recognizes the related rent expense on a straight-line basis from the date it takes possession of the property to the end of the initial lease term. The Company records any difference between the straight-line rent amounts and the amount payable under the lease as part of deferred rent, in accrued liabilities or Other long term liabilities, as appropriate. Deferred rent for all periods presented was not material.
Capitalization of Interest.Interest related to the construction of qualifying assets is capitalized as part of the construction costs. The aggregate amount of interest capitalized is limited to the interest expense incurred in the period.
Deferred Financing Costs.Costs incurred to obtain debt financing are deferred and amortized over the estimated term of the related borrowing. Such amortization is included in Interest expense.expense which could be capitalized as part of construction in progress. The amounts capitalized as construction in progress were $.7 million for 2009 and zero for 2008 and 2007. Deferred financing costs included in other assets at December 31, 2009 and 2008 were $1.1 and $.7, respectively.
Intangible Assets.Foreign Currency. AtOne of the Effective Date, pursuant to fresh start accounting,Company’s foreign subsidiaries uses the Company allocated the reorganization value tolocal currency as its functional currency, its assets and liabilities including intangible assets, based on a third party appraisal. The appraisal indicated that certain intangible assets existed. The values assigned as part of the allocation of the reorganization value,are translated at exchange rates in effect at the balance sheet date, and its statement of operations is translated at December 31, 2006, and the useful lives assigned to each typeweighted average monthly rates of identified intangible asset is set forth below:
| | | | | | | | | | | |
| | | December 31,
| | | July 1,
| | | |
| | | 2006 | | | 2006 | | | Useful Life |
| | | | | | | | | (Years) |
| |
| Customer relationships | | $ | — | | | $ | 8.1 | | | 15-18 |
| Trade name | | | — | | | | 3.7 | | | Indefinite |
| Patents | | | — | | | | .5 | | | 10 |
| | | | | | | | | | | |
| | | $ | — | | | $ | 12.3 | | | |
| | | | | | | | | | | |
Intangible assets were reduced proportionatelyexchange prevailing during the period from July 1, 2006 through December 31, 2006 by approximately $12.1year. Resulting translation adjustments are recorded directly to a separate component of stockholders’ equity in respect ofaccordance with ASC Topic 830,Foreign Currency Matters. Where the resolution of certain pre-emergence income tax attributes recognized during the period from July 1, 2006 through December 31, 2006 (see Note 6) and $.2 of amortization.
The Company reviews intangibles for impairment at least annually in the fourth quarter of each year or more frequently if events or changes in circumstances indicate that the asset might be impaired.
Foreign Currency. The Company uses the United StatesU.S. dollar asis the functional currency forof a foreign facility or subsidiary, re-measurement adjustments are recorded in other income. At both December 31, 2009 and 2008, the amount of translation adjustment relating to the foreign subsidiary using local currency as its foreign operations.functional currency was immaterial.
Derivative Financial Instruments.Hedging transactions using derivative financial instruments are primarily designed to mitigate the Company’s exposure to changes in prices for certain of the products which the Company sells and consumes and, to a lesser extent, to mitigate the Company’s exposure to changes in foreign currency exchange rates.rates and energy prices. The Company does not utilize derivative financial instruments for trading or other speculative purposes. The Company’s derivative activities are initiated within guidelines established by management and approved by the Company’s boardBoard of directors.Directors. Hedging transactions are executed centrally on behalf of all of the Company’s business segments to minimize transaction costs, monitor consolidated net exposures and allow for increased responsiveness to changes in market factors.
The Company recognizes all derivative instruments as assets or liabilities in its balance sheet and measures those instruments at fair value by“marking-to-market” “marking-to-market” all of its hedging positions at each period-end (see Note 9)12). The Company does not meet the documentation requirements for hedge (deferral) accounting under ASC Topic 815,Derivatives and Hedging. Changes in the market value of the Company’s open hedgingderivative positions resulting from themark-to-market process represent unrealized gains or losses. Such unrealized gains or losses will fluctuate, based on prevailing market prices at each subsequent balance sheet date, until the settlement date occurs. These changes are recorded as an increase or reductionreflected in stockholders’ equity through either other comprehensive income (“OCI”) or net income, depending on the facts and circumstances with respect to the transaction and its documentation. If the derivative transaction qualifies for hedge (deferral) treatment under Statement of Financial Accounting Standards No. 133,Accounting for Derivative Instruments and Hedging Activities(“SFAS No. 133”), the changes are recorded initially in OCI. Such changes reverse out of OCI (offset by any fluctuations in other “open” positions) and are recorded in net income (included in Net sales or Cost of products sold, as applicable) when the subsequent settlement
56
KAISER ALUMINUM CORPORATION AND SUBSIDIARY COMPANIES
excluding depreciation, amortization and other items.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
transactions occur. If derivative transactions do not qualify for hedge accounting treatment, the changes in market value are recorded in net income. To qualify for hedge accounting treatment, the derivative transaction must meet criteria established by SFAS No. 133. Even if the derivative transaction meets the SFAS No. 133 criteria,Concentration of credit risk.Financial arrangements which potentially subject the Company must also comply with a numberto concentrations of complex documentation requirements, which, if not met, result in the derivative transaction being precluded from being treated as a hedge (i.e., it must then bemarked-to-market with period to period changes in market value being recorded in quarterly results) unlesscredit risk consist of metal, currency and until such documentation is modified and determined to be in accordance with SFAS No. 133. Additionally, if the level of physical transactions falls below the net exposure hedged, “hedge” accounting must be terminated for such “excess” hedges and themark-to-market changes on such excess hedges would be recorded in the income statement rather than in OCI.
In connection with the Company’s preparation of its December 31, 2005 financial statements, the Company concluded that its derivative financial instruments did not meet certain specific documentation criteria in SFAS No. 133. Accordingly, the Company restated its prior results for the quarters ended March 31, June 30 and September 30, 2005 and marked all of its derivatives to market in 2005. The change in accounting fornatural gas derivative contracts wasand arrangements related to the form of the Company’s documentation. The Company determined that its hedging documentation did not meet the strict documentation standards established by SFAS No. 133. More specifically, the Company’s documentation did not comply with SFAS No. 133 in respect to the Company’s methods for testing and supporting that changes incash equivalents.
If the market value of the hedging transactions would correlateCompany’s net derivative positions with fluctuationsthe counterparty exceeds a specified threshold, if any, the counterparty is required to transfer cash collateral in the valueexcess of the forecasted transactionthreshold to which they relate. The Company had documented that the derivatives it was using would qualify for the “short cut” method whereby regular assessments of correlation would not be required. However, it ultimately concluded that, while the terms of the derivatives were essentially the same as the forecasted transaction, they were not identical and, therefore,Company. Such cash collateral transferred to the Company should have done certain mathematical computations to proveby the ongoing correlation of changes in value of the hedge and the forecasted transaction. As a result, under SFAS No. 133, the Company “de-designated” its open derivative transactions and reflected fluctuations incounterparties is accounted for as Long term liabilities. Conversely, if the market value of suchthe net derivative transactions in its results each period rather than deferring the effects until the forecasted transactions (to which the hedges relate) occur. The effect on the first three quarters of 2005 of marking the derivatives to market rather than deferring gains/losses was to increase Cost of products sold and decrease Operating income by $2.0, $1.5 and $1.0, respectively.
The rules provide that, once de-designation has occurred,positions falls below a specified threshold, the Company can modify its documentation and re-designateis required to transfer cash collateral below the derivative transactionsthreshold to the counterparty. Such cash collateral transferred to the counterparties by the Company is accounted for as “hedges” and, if appropriately documented, re-qualify the transactions for prospectively deferring changes in market fluctuations after such corrections are made.long term restricted cash within Other assets. The Company is workingexposed to modify its documentation andcredit loss in the event of nonperformance by counterparties on derivative contracts used in hedging activities as well as failure of counterparties to re-qualify open and post 2005 hedging transactions for treatment as hedges. However, no assurances can be provided in this regard.
In general, when hedge (deferral) accounting is being applied, material fluctuations in OCI and Stockholders’ equity will occur in periods of price volatility, despitereturn cash collateral previously transferred to the fact thatcounterparties. The counterparties to the Company’s cash flowderivative contracts are major financial institutions and earnings will be “fixed” to the extent hedged. This result is contrary to the intent of the Company’s hedging program, which is to “lock-in” a price (or range of prices) for products sold/used so that earnings and cash flows are subject to a reduced risk of volatility.
Conditional Asset Retirement Obligations. Effective December 31, 2005, the Company adopted FASB Interpretation No. 47 (“FIN 47”),does not expect to experience nonperformance by any of its counterparties.
The Company, in accordance with its loan covenants, places its cash in money market funds with high credit quality financial institutions which invest primarily in commercial paper of prime quality, short term repurchase agreements, and U.S. government agency notes. The Company has not experienced losses on its temporary cash investments.
Accounting for Conditional Asset Retirement Obligations an interpretation of FASB Statement No. 143 (“SFAS No. 143”)retroactive to the beginning of 2005. Pursuant to SFAS No. 143 and FIN 47, companies are required to estimate incremental costs for special handling, removal and disposal costs of materials that may or will give rise to conditional asset retirement obligations (“CAROs”) and then discount the expected costs back to the current year using a credit adjusted risk free rate. Under the guidelines clarified in FIN 47, liabilities and costs for CAROs must be recognized in a company’s financial statements even if it is unclear when or if the CARO may/will be triggered. If it is unclear when or if a CARO will be triggered, companies are required to use probability weighting for possible timing scenarios to determine the probability weighted amounts that should be recognized in the company’s financial statements. .The Company evaluated FIN 47 and determined that it has
57
KAISER ALUMINUM CORPORATION AND SUBSIDIARY COMPANIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
CAROs at several of its fabricated products facilities. The vast majority of such CAROs consist of incremental costs that would be associated with the removal and disposal of asbestos (all of which is believed to be fully contained and encapsulated within walls, floors, roofs, ceilings or piping) of certain of the older plants if such plants were to undergo major renovation or be demolished. No plans currently existThe Company, in accordance with ASC Topic 410,Asset Retirement and Environmental Obligations, estimates incremental costs for any such renovationspecial handling, removal and disposal costs of materials that may or demolition of such facilitieswill give rise to CAROs and then discounts the expected costs back to the current year using a credit adjusted risk free rate. The Company recognizes liabilities and costs for CAROs even if it is unclear when or if CAROs may/will be triggered. When it
67
KAISER ALUMINUM CORPORATION AND SUBSIDIARY COMPANIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
is unclear when or if CAROs will be triggered, the Company uses probability weighting for possible timing scenarios to determine the probability weighted amounts that should be recognized in the Company’s current assessment is that the most probable scenarios are that no such CARO would be triggered for 20 or more years, if at all. Nonetheless, the retroactive application of FIN 47 resulted in the Company recognizing, retroactive to the beginning of 2005, the following in the fourth quarter of 2005: (i) a charge of approximately $2.0 reflecting the cumulative earnings impact of adopting FIN 47, (ii) an increase in Property, plant and equipment of $.5 and (iii) offsetting the amounts in (i) and (ii), an increase in Long term liabilities of approximately $2.5. In addition, pursuant to FIN 47 there was an immaterial amount of incremental depreciation expense recorded (in Depreciation and amortization) for the year ended December 31, 2005 as a result of the retroactive increase in Property, plant and equipment (discussed in (ii) above) and there was an incremental $.2 of non-cash charges (in Cost of products sold) to reflect the accretion of the liability recognized at January 1, 2005 (discussed in (iii) above) to the estimated fair value of the CARO of $2.7 at December 31, 2005.financial statements.
The Company’s estimates and judgments that affect the probability weighted estimated future contingent cost amounts did not materially change during the year ended December 31, 2006. The following amounts have been reflected2009 (see Note 4). At December 31, 2009 and 2008, the Company had $3.5 and $3.3 of CARO liabilities, respectively, included in Long term liabilities, on its Consolidated Balance Sheets.
Realization of Excess Tax Benefits.Beginning on January 1, 2008, the Company made an accounting policy election to follow the tax law ordering approach in assessing the realization of excess tax benefits related to stock-based awards. Under the tax law ordering approach, realization of excess tax benefits is determined based on the ordering provisions of the tax law. Current year deductions, which include the tax benefits from current year stock-based award activities, are used first before using the Company’s results fornet operating loss (“NOL”) carryforwards from prior years. Under this method, Additional capital would be credited when an excess tax benefit is realized, creating an additional paid in capital pool, to absorb potential future tax deficiencies resulting from stock-based award activities.
Fair Value Measurements.The Company applies the year ended December 31, 2006:provisions of ASC Topic 820,Fair Value Measurements and Disclosures, in measuring the fair value of its derivative contracts (see Note 12) and plan assets invested by the Company’s defined benefit plans (see Note 9).
Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. ASC Topic 820 establishes a fair value hierarchy that distinguishes between (i) an immaterial incremental amount of depreciation expensemarket participant assumptions developed based on market data obtained from independent sources (observable inputs) and (ii) an incremental accretionentity’s own assumptions about market participant assumptions developed based on the best information available in the circumstances (unobservable inputs). The fair value hierarchy consists of three broad levels, which gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1) and the lowest priority to unobservable inputs (Level 3). The three levels of the estimated liability of $.2 ( in Cost of products sold). The estimated fair value ofhierarchy are described below:
Level 1 — Unadjusted quoted prices in active markets that are accessible at the CARO at December 31, 2006 was $2.9.measurement date for identical, unrestricted assets or liabilities.
Level 2 — Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly, including quoted prices for similar assets or liabilities in active markets and quoted prices for identical or similar assets or liabilities in markets that are not active; inputs other than quoted prices that are observable for the asset or liability (e.g., interest rates); and inputs that are derived principally from or corroborated by observable market data by correlation or other means.
Level 3 — Inputs that are both significant to the fair value measurement and unobservable.
Anglesey, a 49% owned unconsolidated aluminum investment, also recorded a CARO liability of approximately $15.0 in its financial statements at December 31, 2005. The treatment applied by Anglesey was not consistent with the principles of SFAS No. 143 or FIN 47. Accordingly, the Company adjusted Anglesey’s recording of the CARO to comply with US GAAP treatment (see Note 3).
New Accounting Pronouncements. Statement of Financial Accounting Standards
Recently adopted accounting pronouncements:
FASB Staff Position (“FSP”) No. 158,SFAS 132(R)-1,Employers’ Accounting for DefinedDisclosures about Postretirement Benefit Pension and Other Postretirement Plans, an amendment of FASB Statements No. 87, 88, 106, and 132(R)Plan Assets(“FSP SFAS No. 158”132(R)-1”) was issued in September 2006. December 2008. FSP FAS 132(R)-1 amended FASB Statement No. 132 (revised 2003),Employers’ Disclosures about Pensions and Other Postretirement Benefits,(“SFAS No. 158 requires a company132(R)”), to recognize the overfunded or underfunded statusprovide guidance on an employer’s disclosures about plan assets of a single-employer defined benefit postretirement plan(s) as an asset or liability in its statement of financial position and to recognize changes in that funded status in comprehensive income in the year in which the changes occur. Prior standards only required the overfunded or underfunded status of a plan to be disclosed in the notes to the financial statements. In addition, SFAS No. 158 requires that a company disclose in the notes to the financial statements additional information about certain effects on net periodic benefit cost for the next fiscal year that arise from delayed recognition of the gains or losses, prior service costs or credits, and transition asset or obligation. The Company adopted SFAS No. 158 in its year-end 2006 financial statements. Given the application of fresh start reporting in the third quarter of 2006, the funded status of the Company’s defined benefit pension plans was fully reflected inor other postretirement plan. The additional disclosure requirements under this FSP, now codified within ASC Topic 715,Compensation – Retirement Benefits, include expanded disclosures about an entity’s investment policies and strategies, the Company’s September 30, 2006 balance sheetcategories of plan assets, concentrations of credit risk and therefore SFAS No. 158 did not have a material impact on the Company’s balance sheet reporting for the defined benefit pension plans. However, the adoption of SFAS No. 158 in respect to the VEBA that provides benefits for certain eligible retirees of the Company and their surviving spouses and eligible dependents (the “Salaried VEBA”) and the Union VEBA resulted in an increase in equity of approximately $8.1 in respect of increases in the value of the VEBA net assets between the emergence date and December 31, 2006, which have not been reflected in earnings pursuant to SFAS No. 106 and SFAS No. 158.
Statement of Financial Accounting Standards No. 157,Fair Value Measurements(“SFAS No. 157”) was issued in September 2006 to increase consistency and comparability in fair value measurements and to expand their disclosures.of plan assets. The new standard includes a definition of fair value as well as a framework for measuring fair value. The provisions of this standard apply to other accounting pronouncements that require or permit fair value measurements. The standard isdisclosure requirements are effective for fiscal periods beginningyears ending after NovemberDecember 15, 2007 and should be applied prospectively, except for certain financial instruments where it must be applied retrospectively as a cumulative-2009. Accordingly, the additional required disclosures are reflected in this Report (see Note 9).
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KAISER ALUMINUM CORPORATION AND SUBSIDIARY COMPANIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
effect adjustment FASB Accounting Standards Update (“ASU”) No. 2009-12,Fair Value Measurements and Disclosures (Topic 820)—Investments in Certain Entities That Calculate Net Asset Value per Share (or Its Equivalent)was issued in October 2009. This ASU amends Subtopic 820-10,Fair Value Measurements and Disclosures-Overall,to permit a reporting entity to measure the balancefair value of opening retained earningscertain investments on the basis of the net asset value per share of the investment (or its equivalent). This ASU also requires new disclosures, by major category of investments, about the attributes included in applicable investments. The guidance in this ASU is effective for interim and annual periods ending after December 15, 2009. Accordingly, the Company adopted the guidance in this ASU for the annual period ended December 31, 2009 (see Note 9).
Recently issued accounting pronouncements not yet adopted:
ASU No. 2010-06,Fair Value Measurements and Disclosures (Topic 820)—Improving Disclosures about Fair Value Measurements(“ASU 2010-06”) was issued in January 2010. This ASU amends ASC Subtopic 820-10,Fair Value Measurements and Disclosures—Overall,to require new disclosures regarding transfers in and out of Level 1 and Level 2, as well as activity in Level 3, fair value measurements. This ASU also clarifies existing disclosures over the level of disaggregation in which a reporting entity should provide fair value measurement disclosures for each class of assets and liabilities. This ASU further requires additional disclosures about valuation techniques and inputs used to measure fair value for both recurring and nonrecurring fair value measurements. ASU 2010-06 will be effective for financial statements issued by the Company for interim and annual periods beginning after December 15, 2009, except for disclosures about purchases, sales, issuances, and settlements in the yearrollforward of adoption.activity in Level 3 fair value measurements, which are effective for fiscal years beginning after December 15, 2010. The Company is still evaluating SFAS No. 157 butexpects to adopt ASU 2010-06 for the quarter ending March 31, 2010 and does not currently anticipate thatexpect the adoption of this standard willto have a material impact on its consolidated financial statements.
2. Inventory.
Staff Accounting Bulletin No. 108,Guidance for Quantifying Financial Statement Misstatements(“SAB No. 108” Inventories consist of the following:
| | | | | | | | | |
| | | December 31, | | | December 31, | |
| | | 2009 | | | 2008 | |
| Fabricated Products segment — | | | | | | | | |
| Finished products | | $ | 40.4 | | | $ | 52.7 | |
| Work in process | | | 44.9 | | | | 57.5 | |
| Raw materials | | | 27.1 | | | | 48.1 | |
| Operating supplies and repairs and maintenance parts | | | 12.8 | | | | 13.2 | |
| | | | | | | |
| | | | 125.2 | | | | 171.5 | |
| | | | | | | | | |
| All Other — | | | | | | | | |
| Primary aluminum, commodity grade aluminum sow, ingot and billet | | | — | | | | .8 | |
| | | | | | | |
| | | $ | 125.2 | | | $ | 172.3 | |
| | | | | | | |
The Company recorded a net non-cash LIFO charge (benefit) of approximately $8.7, $(7.5) and $(14.0) during 2009, 2008 and 2007, respectively. These amounts are primarily a result of changes in metal prices and changes in inventory volumes.
With the inevitable ebb and flow of business cycles, non-cash LIFO benefits (charges) will result when inventory levels and metal prices fluctuate. Further, potential lower of cost or market adjustments can occur when metal prices decline and margins compress. At December 31, 2008, due to the decline in the London Metal Exchange (“LME”) was issued byprice of primary aluminum, the Securities and Exchange Commission (“SEC”) staffCompany recorded a $65.5 lower of cost or market inventory write-down to reflect the inventory at market value. During the first quarter of 2009, the Company recorded an additional lower of cost or market inventory write-down of $9.3 due to the continued decline in September 2006. SAB 108 establishes a specific approach for the quantificationLME price of financial statement errorsprimary aluminum. The write-downs of inventory were recorded pursuant to ASC Topic 330,Inventory, under which the market value of inventory is determined based on the effectscurrent replacement cost, by purchase or by reproduction, except that it does not exceed the net realizable value and it is not less than net realizable value reduced by an approximate normal profit margin. There have been no additional lower of cost or market inventory write-downs following the error on eachfirst quarter of the Company’s financial statements2009.
3. Investment In and the related financial statement disclosures. The provisions of SAB 108 are effective for the Company’s December 31, 2006 annual financial statements. The adoption of this bulletin did not have an impact on the Company’s financial statements.Advances To Unconsolidated Affiliate.
Significant accounting policies of the Predecessor are discussed in Note 13.
| |
2. | Emergence from Reorganization Proceedings |
Summary. As more fully discussed in Note 14, during the past four years, theThe Company and 25 of its subsidiaries operated under chapter 11 of the United States Bankruptcy Code (the “Code”) under the supervision of the United States Bankruptcy Court for the District of Delaware (the “Bankruptcy Court”).
As also outlined in Note 14, Kaiser and its debtor subsidiaries which included all of the Company’s core fabricated products facilities andhas a 49%, non-controlling ownership interest in Anglesey, which owns aoperated as an aluminum smelter until September 30, 2009 and commenced remelt and casting of secondary aluminum in the United Kingdom, emerged from chapter 11 on Effective Date pursuantfourth quarter of 2009. In the fourth quarter of 2009, Anglesey commenced a remelt and casting operation to produce secondary aluminum. Anglesey purchases its own material for the remelt and casting operation and sells its 49% output to the Plan. Four subsidiaries not relatedCompany in transactions structured to the fabricated products operations were liquidated in December 2005. Pursuantlargely eliminate metal price and currency exchange rate risks with respect to the Plan, all material pre-petition debt, pension and postretirement medical obligations and asbestos and other tort liabilities, along with other pre-petition claims (which in total aggregated to approximately $4.4 billion in the June 30, 2006 consolidated financial statements) were addressed and resolved. Pursuant to the Plan, the equity interests of all of Kaiser’s pre-emergence stockholders were cancelled without consideration. The equity of the newly emerged Kaiser was issued and delivered to a third-party disbursing agent for distribution to claimholders pursuant to the Plan.
Impacts on the Opening Balance Sheet After Emergence. As a result of the Company’s emergence from chapter 11, the Company applied “fresh start” accounting to its opening July 2006 consolidated financial statements as required bySOP 90-7. As such, the Company adjusted its stockholders’ equity to equal the reorganization value at the Effective Date. Items such as accumulated depreciation, accumulated deficit and accumulated other comprehensive income (loss) were reset to zero. The Company allocated the reorganization value to its individual assets and liabilities based on their estimated fair value. Items such as current liabilities, accounts receivable, and cash reflected values similar to those reported prior to emergence. Items such as inventory, property, plant and equipment, long-term assets and long-term liabilities were significantly adjusted from amounts previously reported. Because fresh start accounting was applied at emergence and because of the significance of liabilities subject to compromise that were relieved upon emergence, comparisons between the historical financial statements and the financial statements from and after emergence are difficult to make.flow.
5969
KAISER ALUMINUM CORPORATION AND SUBSIDIARY COMPANIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
The following shows the impacts of the Plan and the adoption of fresh start accounting on the opening balance sheet of the new reporting entity.
| | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | Adjusted
| |
| | | | | | Plan
| | | Fresh Start
| | | Balance
| |
| | | Historical | | | Adjustments(a) | | | Adjustments(b) | | | Sheet | |
| |
ASSETS |
| Current assets: | | | | | | | | | | | | | | | | |
| Cash and cash equivalents | | $ | 37.3 | | | $ | (25.3 | ) | | $ | — | | | $ | 12.0 | |
| Receivables: | | | | | | | | | | | | | | | | |
| Trade, less allowance for doubtful receivables | | | 114.1 | | | | — | | | | .7 | | | | 114.8 | |
| Other | | | 5.7 | | | | — | | | | — | | | | 5.7 | |
| Inventories | | | 123.1 | | | | — | | | | 48.9 | | | | 172.0 | |
| Prepaid expenses and other current assets | | | 34.0 | | | | (.3 | ) | | | — | | | | 33.7 | |
| | | | | | | | | | | | | | | | | |
| Total current assets | | | 314.2 | | | | (25.6 | ) | | | 49.6 | | | | 338.2 | |
| Investments in and advances to unconsolidated affiliate | | | 22.7 | | | | (.3 | ) | | | (11.3 | ) | | | 11.1 | |
| Property, plant, and equipment — net | | | 242.7 | | | | (4.1 | ) | | | (98.9 | ) | | | 139.7 | |
| Personal injury-related insurance recoveries receivable | | | 963.3 | | | | (963.3 | ) | | | — | | | | — | |
| Intangible assets | | | 11.4 | | | | (11.7 | ) | | | 12.6 | | | | 12.3 | |
| Net assets in respect of VEBAs | | | — | | | | 33.2 | (c) | | | — | | | | 33.2 | |
| Other assets | | | 43.6 | | | | 2.1 | | | | (.8 | ) | | | 44.9 | |
| | | | | | | | | | | | | | | | | |
| Total | | $ | 1,597.9 | | | $ | (969.7 | ) | | $ | (48.8 | ) | | $ | 579.4 | |
| | | | | | | | | | | | | | | | | |
| |
LIABILITIES AND STOCKHOLDERS’ EQUITY |
| Liabilities not subject to compromise — | | | | | | | | | | | | | | | | |
| Current liabilities: | | | | | | | | | | | | | | | | |
| Accounts payable | | $ | 56.1 | | | $ | (.5 | ) | | $ | (1.8 | ) | | $ | 53.8 | |
| Accrued interest | | | 1.1 | | | | (1.1 | ) | | | — | | | | — | |
| Accrued salaries, wages, and related expenses | | | 37.0 | | | | (4.1 | ) | | | .7 | | | | 33.6 | |
| Other accrued liabilities | | | 61.0 | | | | (1.8 | ) | | | — | | | | 59.2 | |
| Payable to affiliate | | | 33.0 | | | | — | | | | — | | | | 33.0 | |
| Long-term debt — current portion | | | 1.1 | | | | (1.1 | ) | | | — | | | | — | |
| Discontinued operations’ current liabilities | | | 1.5 | | | | — | | | | — | | | | 1.5 | |
| | | | | | | | | | | | | | | | | |
| Total current liabilities | | | 190.8 | | | | (8.6 | ) | | | (1.1 | ) | | | 181.1 | |
| Long-term liabilities | | | 49.0 | | | | 17.5 | | | | 2.5 | | | | 69.0 | |
| Long-term debt | | | 1.2 | | | | (1.2 | ) | | | — | | | | — | |
| Discontinued operations’ liabilities (liabilities subject to compromise) | | | 73.5 | | | | (73.5 | ) | | | — | | | | — | |
| | | | | | | | | | | | | | | | | |
| | | | 314.5 | | | | (65.8 | ) | | | 1.4 | | | | 250.1 | |
| Liabilities subject to compromise | | | 4,388.0 | | | | (4,388.0 | ) | | | — | | | | — | |
| Minority interests | | | .7 | | | | (.7 | ) | | | — | | | | — | |
| Commitments and contingencies | | | | | | | | | | | | | | | | |
| Stockholders’ equity: | | | | | | | | | | | | | | | | |
| Common stock | | | .8 | | | | .2 | (d) | | | (.8 | ) | | | .2 | |
| Additional capital | | | 538.0 | | | | 480.2 | (d) | | | (538.0 | ) | | | 480.2 | |
| Common stock owned by Union VEBA subject to transfer restrictions | | | — | | | | (151.1 | )(c) | | | — | | | | (151.1 | ) |
| Accumulated deficit | | | (3,635.3 | ) | | | 3,155.5 | (e) | | | 479.8 | (f) | | | — | |
| Accumulated other comprehensive income (loss) | | | (8.8 | ) | | | — | | | | 8.8 | | | | — | |
| | | | | | | | | | | | | | | | | |
| Total stockholders’ equity (deficit) | | | (3,105.3 | ) | | | 3,484.8 | | | | (50.2 | ) | | | 329.3 | |
| | | | | | | | | | | | | | | | | |
| Total | | $ | 1,597.9 | | | $ | (969.7 | ) | | $ | (48.8 | ) | | $ | 579.4 | |
| | | | | | | | | | | | | | | | | |
60
KAISER ALUMINUM CORPORATION AND SUBSIDIARY COMPANIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
| | |
(a) | | Reflects impacts onPrior to the quarter ended September 30, 2009, the Company accounted for its 49% ownership in Anglesey using the equity method, under which the Effective Date of implementing the Plan, including the settlement of liabilities subject to compromise and related payments, distributions of cash and new shares of common stock and the cancellation of predecessor common stock (see Note 14). Includes the reclassification of approximately $21.0 from Liabilities subject to compromise to Long-term liabilities in respect of certain pension and benefit plans retained by the Company pending the outcome of the litigation with the Pension Benefit Guaranty Corporation (“PBGC”) as more fully discussed in Note 8. |
|
(b) | | Reflects the adjustments to reflect “fresh start” accounting. These include the write up of Inventories (see Note 1) and Property, plant and equipment to their appraised values and the elimination of Accumulated deficit and Additional paid in capital. The fresh start adjustments for intangible assets and stockholders’ equity are based on a third party appraisal report. |
|
| | In accordance with GAAP, the reorganization value is allocated to individual assets and liabilities by first allocating value to current assets, current liabilities, monetary and similar long-term items for which specific market values are determinable. The remainder is allocated to long-term assets such as property, plant and equipment, equity investments, identified intangibles and unidentified intangibles (e.g. goodwill). To the extent that there is insufficient value to allocate to long-term assets after first allocating to the current, monetary and similar items, such shortfall is first used to reduce unidentified intangibles to zero and then to proportionately reduce the amount allocated to property, plant and equipment, equity investments and identified intangibles based on the initial (pre-reorganization value allocation) assessed fair value. In allocating the reorganization value, the Company determined that the value of the long-term assets exceeded the amount of reorganization value available to be allocated to such items by approximately $187.2. Such excess value was allocated to Property, plant and equipment, Investment in unconsolidated affiliate and Identified intangibles in the following amounts based on initial fair value assessments determined by a third party appraisal: |
| | | | | | | | | | | | | |
| | | Appraised Value
| | | Allocation of
| | | Opening Balance
| |
| | | Based on Third
| | | Reorganization
| | | Sheet Amount at
| |
| | | Party Appraisal | | | Value Shortfall | | | July 1, 2006 | |
| |
| Property, plant and equipment | | $ | 299.8 | | | $ | (160.1 | ) | | $ | 139.7 | |
| Investment in and advances to unconsolidated affiliate | | | 24.0 | | | | (12.9 | ) | | | 11.1 | |
| Identified intangibles | | | 26.5 | | | | (14.2 | ) | | | 12.3 | |
| | |
(c) | | As more fully discussed in Note 7, after discussions with the staff of the Securities and Exchange Commission, the Company concluded that, while the Company’s only obligations in respect of two VEBAs is an annual variable contribution obligation based primarily on earnings and capital spending, the Company should account for the VEBAs as defined benefit postretirement plans with a cap. Note 7 provides information regarding the opening balance sheet amounts in respect of the VEBAs and key assumptions used to derive such amounts. |
|
(d) | | Reflects the issuance of new common stock to pre-petition creditors. |
|
(e) | | Reflects gain extinguishment of obligations from implementation of the Plan. |
|
(f) | | Reflects fresh start loss of $47.4 and elimination of retained deficit. |
| |
3. | Investment In and Advances To Unconsolidated Affiliate |
Summary financial information is provided below for Anglesey, a 49.0% owned unconsolidated aluminum company, which owns an aluminum smelter at Holyhead, Wales. The Company’s equity in income or loss of Anglesey before income taxes of Anglesey iswas treated as a reduction (increase)or increase in Costcost of products sold. The income tax effects of the Company’s equity in income areor loss were included in the Company’s income tax provision.
For the quarter ended September 30, 2009, Anglesey incurred a significant net loss, primarily as the result of employee redundancy costs incurred in connection with the cessation of its smelting operations. As a result of such loss, and as the Company did not, and was not obligated to, (i) advance any funds to Anglesey, (ii) guarantee any obligations of Anglesey, or (iii) make any commitments to provide any financial support for Anglesey, the Company suspended the use of equity method of accounting with respect to its ownership in Anglesey, commencing in the quarter ended September 30, 2009 and continuing through the quarter ended December 31, 2009. Accordingly, the Company did not recognize its share of Anglesey’s net loss for such periods, pursuant to ASC Topic 323,Investments – Equity Method and Joint Ventures. The Company does not anticipate resuming the use of the equity method of accounting with respect to its investment in Anglesey unless and until (i) its share of any future net income of Anglesey equals or is greater than the Company’s share of net losses not recognized during periods for which the equity method was suspended and (ii) future dividends can be expected. The Company does not anticipate the occurrence of such event during the next 12 months.
The nuclear plantSummary of Anglesey’s Financial Position (1)
| | | | | | | | | |
| | | December 31, | | | December 31, | |
| | | 2009 | | | 2008 | |
| Current assets(2) | | $ | 83.0 | | | $ | 125.2 | |
| Non-current assets (primarily property, plant, and equipment, net) | | | 7.9 | | | | 27.8 | |
| | | | | | | |
| Total assets | | $ | 90.9 | | | $ | 153.0 | |
| | | | | | | |
| Current liabilities | | $ | 90.3 | | | $ | 32.8 | |
| Long-term liabilities | | | 41.7 | | | | 21.5 | |
| Stockholders’ equity | | | (41.1 | ) | | | 98.7 | |
| | | | | | | |
| Total liabilities and stockholders’ equity | | $ | 90.9 | | | $ | 153.0 | |
| | | | | | | |
| | |
| (1) | | Balance sheet items were translated based on the period end exchange rate. |
|
| (2) | | Includes cash and cash equivalents of $46.9 at December 31, 2009. At December 31, 2008, current assets include a receivable of $57.9 for cash invested with its parent company, Rio Tinto. |
Summary of Anglesey’s Operations (1)
| | | | | | | | | | | | | |
| | | Year Ended | | | Year Ended | | | Year Ended | |
| | | December 31, | | | December 31, | | | December 31, | |
| | | 2009 | | | 2008 | | | 2007 | |
| Net sales | | $ | 199.0 | | | $ | 312.3 | | | $ | 408.7 | |
| Costs and expenses | | | (322.2 | ) | | | (297.4 | ) | | | (319.7 | ) |
| Provision (benefit) for income taxes | | | 34.2 | | | | (9.9 | ) | | | (26.0 | ) |
| | | | | | | | | | |
| Net income (loss) | | $ | (89.0 | ) | | $ | 5.0 | | | $ | 63.0 | |
| | | | | | | | | | |
| Company’s equity in income (2) | | $ | — | | | $ | (1.5) | | | $ | 33.4 | |
| | | | | | | | | | |
| Dividends received | | $ | — | | | $ | 3.9 | | | $ | 14.3 | |
| | | | | | | | | | |
| | |
| (1) | | Income statement items were translated based on the average exchange rate for the periods. |
|
| (2) | | For the year ended December 31, 2009, the Company had no equity income, as the Company did not recognize its share of Anglesey’s losses, due to suspension of the use of equity method of accounting and the impairment charges the Company recorded during the first half of 2009. The Company’s equity income (loss) differs from 49% of the summary net income from Anglesey in 2008 and 2007 primarily due to (a) share based compensation adjustments of $(2.6) for 2008 and $4.0 for 2007, relating to Anglesey’s separate reimbursement agreement with Rio Tinto under Anglesey’s share based award arrangement and, (b) US GAAP adjustment relating to Anglesey’s CARO in the amounts of $(1.3) for both 2008 and 2007. |
Anglesey operated under a power agreement that suppliesprovided sufficient power to Anglesey is currently slated for decommissioning in late 2010. For Angleseysustain its smelting operations at near-full capacity until the contract expiration at the end of September 2009. Despite Anglesey’s efforts to be ablefind a sustainable alternative to operate past September 2009, when its current power contract expires, Anglesey will have to
6170
KAISER ALUMINUM CORPORATION AND SUBSIDIARY COMPANIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
securesupply needs, no sources of affordable power were identified to allow for the uninterrupted continuation of smelting operations beyond the expiration of the power contract. As a new or alternativeresult, Anglesey fully curtailed its smelting operations on September 30, 2009.
The Company fully impaired its investment in Anglesey during the fourth quarter of 2008, taking into account the full curtailment of Anglesey’s smelting operations due to its inability to obtain affordable power (which the Company had anticipated as a likely possibility), Anglesey’s cash requirements for redundancy and pension payments, uncertainty with respect to the future of its operations, and the Company’s conclusion at that time that no dividends should be expected from Anglesey in the foreseeable future. In the first half of 2009, the Company recorded $1.8 in equity in income, which we subsequently impaired to maintain our investment balance at zero.
In June 2008, Anglesey suffered a significant failure in the rectifier yard that resulted in a localized fire in one of the power transformers. As a result of the fire, Anglesey operated below its production capacity during the latter half of 2008 and incurred incremental costs, primarily associated with repair and maintenance costs, as well as loss of margin due to the outage. Under its property damage and business interruption insurance coverage, Anglesey received insurance settlement payments of approximately 14.0 Pound Sterling in 2008 and 2009. These payments did not have any impact on the Company’s results as the Company fully impaired the value of its share of the insurance proceeds received by Anglesey in 2008 and did not record the 49% share of the 2009 settlement due to the suspension of equity method of accounting in the third quarter of 2009. The Company does not expect to receive any such insurance proceeds paid to Anglesey through the distribution of dividends. However, in December 2009, the Company received a $.6 insurance settlement payment for the loss of premium on the sale of its share of value added aluminum products resulting from the interruption of production caused by the fire.
Through September 30, 2009, the Company and Anglesey had interrelated operations. The Company was responsible for selling alumina to Anglesey in proportion to its ownership percentage. To meet its obligation to provide alumina to Anglesey, the Company purchased alumina under a contract that provided adequate alumina for Anglesey’s operations through September 2009. Further, the Company was responsible for purchasing primary aluminum from Anglesey in proportion to its ownership percentage, at prices that makebased on the primary aluminum market prices. After the cessation of Anglesey’s smelting operations on September 30, 2009, Anglesey no longer requires alumina for its operation viable. No assurances can be provided thatoperations and the Company’s obligation to sell alumina to Anglesey will be successful in this regard. In addition, giventerminated. After such date, the potential for future shutdown and related costs, dividendsCompany purchases secondary aluminum products from Anglesey have been suspended whilebased on orders from its customers, in proportion to its ownership interest, at prices tied to the market price of primary aluminum.
Purchases from and sales to Anglesey studies future cash requirements. Dividends over the past five years have fluctuated substantially depending on various operationalwere as follows:
| | | | | | | | | | | | | |
| | | Year Ended | | | Year Ended | | | Year Ended | |
| | | December 31, | | | December 31, | | | December 31, | |
| | | 2009 | | | 2008 | | | 2007 | |
| Purchases | | $ | 91.4 | | | $ | 155.9 | | | $ | 199.3 | |
| Sales | | | 18.1 | | | | 52.1 | | | | 50.2 | |
At December 31, 2009 and market factors.2008, receivables from Anglesey were $.2 and $11.8, respectively. At December 31, 2009 and December 31, 2008, payables to Anglesey were $9.0 and $27.5, respectively.
During the last five years, cash dividends received were as follows: 2009 — $0, 2008 —$3.9, 2007 — $14.3, 2006 — $11.8, and 2005 — $9.0, 2004 — $4.5, 2003 — $4.3 and 2002 — $6.0.$9.0.
SummaryAs of Anglesey’s Financial Position
| | | | | | | | | |
| | | December 31,
| | | December 31,
| |
| | | 2006 | | | 2005 | |
| |
| Current assets | | $ | 111.7 | | | $ | 69.9 | |
| Non-current assets (primarily property, plant, and equipment, net) | | | 51.1 | | | | 52.9 | |
| | | | | | | | | |
| Total assets | | $ | 162.8 | | | $ | 122.8 | |
| | | | | | | | | |
| Current liabilities | | $ | 62.5 | | | $ | 36.1 | |
| Long-term liabilities | | | 30.9 | | | | 50.1 | |
| Stockholders’ equity | | | 69.4 | | | | 36.6 | |
| | | | | | | | | |
| Total liabilities and stockholders’ equity | | $ | 162.8 | | | $ | 122.8 | |
| | | | | | | | | |
Summary of Anglesey’s Operations
| | | | | | | | | | | | | | | | | | |
| | | Year Ended December 31, 2006 | | | | | | | |
| | | July 1, 2006
| | | | | | | | | | | |
| | | through
| | | | January 1, 2006
| | | | | | | |
| | | December 31,
| | | | to
| | | Year Ended December 31, | |
| | | 2006 | | | | July 1, 2006 | | | 2005 | | | 2004 | |
| Net sales | | $ | 198.1 | | | | $ | 170.1 | | | $ | 266.2 | | | $ | 249.2 | |
| Costs and expenses | | | (155.2 | ) | | | | (132.1 | ) | | | (243.9 | ) | | | (223.1 | ) |
| Provision for income taxes | | | (12.2 | ) | | | | (11.2 | ) | | | (6.7 | ) | | | (7.4 | ) |
| | | | | | | | | | | | | | | | | | |
| Net income | | $ | 30.7 | | | | $ | 26.8 | | | $ | 15.6 | | | $ | 18.7 | |
| | | | | | | | | | | | | | | | | | |
| Company’s equity in income | | $ | 18.3 | | | | $ | 11.0 | | | $ | 4.8 | | | $ | 8.2 | |
| | | | | | | | | | | | | | | | | | |
| Dividends received | | $ | 9.1 | | | | $ | 2.7 | | | $ | 9.0 | | | $ | 4.5 | |
| | | | | | | | | | | | | | | | | | |
The Company’s equity in income differs fromJuly 6, 2006, the summary net income due to equity method accounting adjustments and applying US GAAP. At year-end 2005, Anglesey recorded a CARO liability of approximately $15.0 in its financial statements. The treatment applied by Anglesey was not consistent with the principles of SFAS No. 143 or FIN 47. Accordingly, the Company adjusted Anglesey’s recordingdate of the CARO to comply with US GAAP treatment. The Company determined that applicationCompany’s emergence from chapter 11 proceeding, a difference of US GAAP would have resulted in (a) a non-cash cumulative adjustment of $2.7 reducing the Company’s investment retroactive to the beginning of 2005 and (b) a decrease in$11.6 existed between the Company’s share of Anglesey’s earnings totalingequity and the investment amount reflected in the Company’s Consolidated Balance Sheet. This difference was amortized (included in Cost of products sold) over the period from July 2006 to September 2009 (the end of Anglesey’s current power contract, and thereby the end of the useful life based on the stated term of that contract). The non-cash amortization was approximately $.1$3.6 for 2005 (representing additional depreciation, accretionboth 2008 and foreign exchange charges). If US GAAP principles had been applied to prior years, the pro forma effects would have been2007. The amortization for 2009 was zero, as follows: (a) the Company’s investment in Anglesey as ofwas full impaired, commencing December 31, 2004 and 2003 would have been reduced by $.8 and $.8, respectively, in respect of the additional CARO liability, and (b) the Company’s share of Anglesey’s earnings for 2004 would have been decreased by $.8 (in respect of the incremental depreciation, accretion and foreign exchange). However, if these affects had been retroactively applied, the related Earnings (loss) per share amounts for 2004 would not have changed.2008.
For purposes of the Company’s fair value estimates, it used a credit adjusted risk free rate of 7.5%.
6271
KAISER ALUMINUM CORPORATION AND SUBSIDIARY COMPANIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
During 2008 and 2007, the Company recorded charges of $(.2) and $.3, respectively, for stock-based equity compensation for employees of Anglesey who participate in the employee share savings plan of its parent, Rio Tinto. These charges have been recognized as reductions in the equity in earnings of Anglesey for 2008 and 2007. These transactions have been accounted for as capital transactions of Anglesey. As a result, the Company recorded $(.2) and $.3 (before considering tax effect) in its Additional capital for 2008 and 2007, respectively, rather than adjusting its Investment in and advances to unconsolidated affiliate. In 2009, no stock-based equity compensation was recorded following the suspension of equity method of accounting.
In accordance with a separate agreement between Anglesey and Rio Tinto, Anglesey is required to pay to Rio Tinto, in cash, an amount equal to the difference between the share price on the date shares are purchased under the Rio Tinto employee share savings plan and the amount paid by the employees of Anglesey to purchase the shares under the Rio Tinto employee share savings plan. During the first six months of 2009 and during the full year of 2008, Anglesey made payments totaling $.2 and $3.1 to Rio Tinto under this agreement, respectively. The Company’s 49% ownership share of the payments has been accounted for as a capital distribution resulting in a reduction in both the Company’s Additional capital and the value of its investment in Anglesey on the Consolidated Balance Sheet.
4. Conditional Asset Retirement Obligations
The Company has CAROs at several of its fabricated products facilities. The vast majority of such CAROs consist of incremental costs that would be associated with the removal and disposal of asbestos (all of which is believed to be fully contained and encapsulated within walls, floors, roofs, ceilings or piping) at certain of the older plants if such plants were to undergo major renovation or be demolished. There are currently plans for such renovation or demolition at certain facilities and management’s current assessment is that certain immaterial CAROs may be triggered during the next seven years. Other locations, in which there are no current plans for renovations or demolitions, the most probable scenario is those related CAROs would not be triggered for 20 or more years, if at all.
The Company’s estimates and judgments that affect the probability weighted estimated future contingent cost amounts did not materially change during 2009, 2008 or 2007. However, there were revisions to the year ended December 31, 2006.estimated timing for certain future contingent costs during 2008 that resulted in an immaterial charge to Net income. The following amounts have been reflected in the Company’s results for the year ended December 31, 2006: (i) incremental2009, 2008 and 2007 included an immaterial amount of depreciation expense of $.2associated with CARO-related costs. For 2009, 2008 and (ii) and incremental2007, accretion of the estimated liability of $.4 (inCARO liabilities (recorded in Cost of products sold). was $.2, $.3 and $.2, respectively. The estimated fair value of the CARO liabilities at December 31, 20062009 and 2008 was $17.5.$3.5 and $3.3, respectively.
The Company and Anglesey have interrelated operations. The Company is responsible for selling Anglesey alumina in respectFor purposes of its ownership percentage. Such alumina is purchased at prices that are tied to primary aluminum prices under a contract that expires in 2007. Anglesey will have to secure a new contract to purchase alumina at comparable prices. No assurances can be given that Anglesey will be successful in this regard. The Company is responsible for purchasing from Anglesey primary aluminum inthe Company’s fair value estimates with respect to its ownership percentage at prices tied to primary aluminum prices.
Purchases from and sales to Anglesey were as follows:
| | | | | | | | | | | | | | | | | | |
| | | July 1, 2006
| | | | Predecessor | |
| | | through
| | | | January 1, 2006
| | | Year Ended
| | | Year Ended
| |
| | | December 31,
| | | | to
| | | December 31,
| | | December 31,
| |
| | | 2006 | | | | July 1, 2006 | | | 2005 | | | 2004 | |
| Purchases | | $ | 95.0 | | | | $ | 82.4 | | | $ | 150.4 | | | $ | 120.9 | |
| Sales | | | 24.4 | | | | | 24.9 | | | | 35.1 | | | | 23.7 | |
At December 31, 2006 and 2005, the receivables from Anglesey were $1.3 and none.
AsCARO liabilities, a resultcredit adjusted risk free rate of fresh start accounting, the Company decreased its investment in Anglesey at the Effective Date by $11.6 (see Note 2). The $11.6 difference between the Company’s share of Anglesey’s equity and the investment amount reflected in the Company’s balance sheet is being amortized (included in Cost of products sold) over the period from July 2006 to September 2009, the end of the current power contract. The non-cash amortization7.5% was approximately $1.8 for the six months ended December 31, 2006.
used.
4.5. Property, Plant and Equipment
Property, plant and equipment are recorded at cost. The major classes of property, plant, and equipment are as follows:
| | | | | | | | | |
| | | December 31, | | | December 31, | |
| | | 2009 | | | 2008 | |
| Land and improvements | | $ | 23.6 | | | $ | 22.8 | |
| Buildings | | | 31.9 | | | | 29.6 | |
| Machinery and equipment | | | 246.2 | | | | 211.0 | |
| Construction in progress | | | 83.4 | | | | 63.3 | |
| | | | | | | |
| | | | 385.1 | | | | 326.7 | |
| Accumulated depreciation | | | (46.2 | ) | | | (30.0 | ) |
| | | | | | | |
| Property, plant, and equipment, net | | $ | 338.9 | | | $ | 296.7 | |
| | | | | | | |
| | | | | | | | | | |
| | | | | | | Predecessor
| |
| | | December 31,
| | | | December 31,
| |
| | | 2006 | | | | 2005 | |
| Land and improvements | | $ | 12.8 | | | | $ | 7.7 | |
| Buildings | | | 18.6 | | | | | 62.4 | |
| Machinery and equipment | | | 92.3 | | | | | 460.4 | |
| Construction in progress | | | 51.9 | | | | | 25.0 | |
| | | | | | | | | | |
| | | | 175.6 | | | | | 555.5 | |
| Accumulated depreciation | | | (5.3 | ) | | | | (332.1 | ) |
| | | | | | | | | | |
| Property, plant, and equipment, net | | $ | 170.3 | | | | $ | 223.4 | |
| | | | | | | | | | |
Pursuant to fresh start accounting, as more fully discussed in Note 2, the Company adjusted its Property, plant and equipment to its fair value as adjusted for the allocation of the reorganization value and reset Accumulated depreciation to zero. The fair value of the vast majority of the Company’s Property, plant and equipment was based on an independent appraisal with only a small portion being based on management’s estimates. The fair value of the Property, plant and equipment at July 1, 2006 was estimated to be approximately $300.0. However, as a result of the allocation of the reorganization value, the value at July 1, 2006 was reduced to $139.7 (i.e. the net results of the fresh start process, as reported in Note 2, was a net decrease in Property, plant and equipment of $103.0). The amount of
6372
KAISER ALUMINUM CORPORATION AND SUBSIDIARY COMPANIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
depreciation to be recognized by the Company will initially be lower than the amount historically recognized by the Predecessor.
Approximately $44.5The major components of the Construction in progress were as follows:
| | | | | | | | | |
| | | December 31, | | | December 31, | |
| | | 2009 | | | 2008 | |
| Kalamazoo, Michigan facility (1) | | $ | 70.0 | | | $ | 23.0 | |
| Spokane, Washington facility (2) | | | 2.7 | | | | 19.3 | |
| Other (3) | | | 10.7 | | | | 21.0 | |
| | | | | | | |
| Total Construction in progress | | $ | 83.4 | | | $ | 63.3 | |
| | | | | | | |
| | |
| (1) | | The Kalamazoo, Michigan facility is equipped with two extrusion presses and a remelt operation. Completion of this investment program is expected to occur in late 2010. |
|
| (2) | | Inclusive of the $139 heat treat plate expansion project at its Trentwood facility in Spokane, Washington. |
|
| (3) | | Other construction in progress is spread among most of the Company’s manufacturing locations. |
The amount of interest expense capitalized as construction in progress was $2.7, $0.3, and $3.1 for 2009, 2008, and 2007, respectively.
As discussed in Note 16, the Company impaired certain assets in connection with the restructuring plans to shut down the Tulsa, Oklahoma facility and curtail operations at December 31, 2006, relatesthe Bellwood, Virginia location in both 2008 and 2009.
For 2009, 2008 and 2007, the Company recorded depreciation expense of $16.2, $14.6, and $11.8, respectively, relating to the Company’s Spokane, Washingtonoperating facilities in its Fabricated Products segment. An immaterial amount of depreciation expense was also recorded in All Other for all periods.
6. Supplemental Balance Sheet Information
Trade Receivables.Trade receivables were comprised of the following:
| | | | | | | | | |
| | | December 31, | | | December 31, | |
| | | 2009 | | | 2008 | |
| Billed trade receivables | | $ | 84.2 | | | $ | 99.2 | |
| Unbilled trade receivables (Note 1) | | | .3 | | | | .1 | |
| | | | | | | |
| | | | 84.5 | | | | 99.3 | |
| Allowance for doubtful receivables | | | (.8 | ) | | | (.8 | ) |
| | | | | | | |
| | | $ | 83.7 | | | $ | 98.5 | |
| | | | | | | |
Prepaid Expenses and Other Current Assets.Prepaid expenses and other current assets were comprised of the following:
| | | | | | | | | |
| | | December 31, | | | December 31, | |
| | | 2009 | | | 2008 | |
| Current derivative assets (Note 12) | | $ | 7.2 | | | $ | 32.2 | |
| Current deferred tax assets | | | 40.6 | | | | 84.1 | |
| Option premiums paid | | | 3.1 | | | | 5.3 | |
| Short term restricted cash | | | .9 | | | | 1.4 | |
| Prepaid taxes | | | 4.2 | | | | — | |
| Prepaid expenses | | | 3.1 | | | | 5.4 | |
| | | | | | | |
| Total | | $ | 59.1 | | | $ | 128.4 | |
| | | | | | | |
Other Assets.Other assets were comprised of the following:
| | | | | | | | | |
| | | December 31, | | | December 31, | |
| | | 2009 | | | 2008 | |
| Derivative assets (Note 12) | | $ | 18.2 | | | $ | 5.2 | |
| Option premiums paid | | | 1.6 | | | | 4.6 | |
| Restricted cash | | | 17.4 | | | | 35.4 | |
| Long term income tax receivable | | | 2.8 | | | | 4.4 | |
| Other | | | 1.2 | | | | .9 | |
| | | | | | | |
| Total | | $ | 41.2 | | | $ | 50.5 | |
| | | | | | | |
73
KAISER ALUMINUM CORPORATION AND SUBSIDIARY COMPANIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
Other Accrued Liabilities.Other accrued liabilities were comprised of the following:
| | | | | | | | | |
| | | December 31, | | | December 31, | |
| | | 2009 | | | 2008 | |
| Current derivative liabilities (Note 12) | | $ | 5.1 | | | $ | 79.0 | |
| Option premiums received | | | 1.6 | | | | — | |
| Current portion of income tax liabilities | | | 1.1 | | | | 11.8 | |
| Accrued income taxes and taxes payable | | | 2.0 | | | | 1.8 | |
| Accrued book overdraft (uncleared cash disbursements) | | | 3.4 | | | | 4.0 | |
| Accrued annual VEBA contribution | | | 2.4 | | | | 4.9 | |
| Accrued freight | | | 2.1 | | | | 2.1 | |
| Environmental accrual | | | 3.9 | | | | 3.3 | |
| Deferred revenue | | | 6.8 | | | | 3.7 | |
| Other | | | 3.7 | | | | 3.3 | |
| | | | | | | |
| Total | | $ | 32.1 | | | $ | 113.9 | |
| | | | | | | |
Long-term Liabilities.Long-term liabilities were comprised of the following:
| | | | | | | | | |
| | | December 31, | | | December 31, | |
| | | 2009 | | | 2008 | |
| Derivative liabilities (Note 12) | | $ | 5.3 | | | $ | 24.7 | |
| Option premiums received | | | 1.6 | | | | 3.2 | |
| Income tax liabilities | | | 13.4 | | | | 10.0 | |
| Workers’ compensation accruals | | | 14.1 | | | | 15.9 | |
| Environmental accruals | | | 5.8 | | | | 6.3 | |
| Asset retirement obligations | | | 3.5 | | | | 3.3 | |
| Deferred revenue | | | 8.7 | | | | .5 | |
| Other long term liabilities | | | 1.3 | | | | 1.4 | |
| | | | | | | |
| Total | | $ | 53.7 | | | $ | 65.3 | |
| | | | | | | |
7. Secured Debt and Credit Facilities
Secured credit facility (seeCommitments — Note 8).
| |
5. | Secured Debt and Credit Facilities |
Long-termand long term debt consisted of the following:
| | | | | | | | | | |
| | | | | | | Predecessor
| | | | | | | | | |
| | | December 31,
| | | | December 31,
| | | December 31, | | December 31, | |
| | | 2006 | | | | 2005 | | | 2009 | | 2008 | |
| Revolving Credit Facility | | $ | — | | | | $ | — | | | $ | — | | $ | 36.0 | |
| Term Loan Facility | | | 50.0 | | | | | — | | |
| Other borrowings (fixed rate) | | | — | | | | | 2.3 | | |
| Other | | | 7.1 | | 7.0 | |
| | | | | | | | | | | | | |
| Total | | | 50.0 | | | | | 2.3 | | | 7.1 | | 43.0 | |
| Less — Current portion | | | — | | | | | (1.1 | ) | | — | | — | |
| | | | | | | | | | | | | |
| Long-term debt | | $ | 50.0 | | | | $ | 1.2 | | | $ | 7.1 | | $ | 43.0 | |
| | | | | | | | | | | | | |
On the Effective Date,At December 31, 2009, the Company and certain subsidiaries of the Company entered intohad in place a new Senior Secured Revolving Credit Agreement with a group of lenders providing for a $200.0$265.0 revolving credit facility (the “Revolving Credit Facility”), of which up to a maximum of $60.0 may be utilized for letters of credit. Under the Revolving Credit Facility, the Company is able to borrow (or obtain letters of credit) from time to time in an aggregate amount equal to the lesser of $200.0 anda stated amount of $265.0 or a borrowing base comprised of eligible accounts receivable, eligible inventory, and certain eligible machinery, equipment, and real estate, reduced by certain reserves, all as specified in the Revolving Credit Facility. The Revolving Credit Facility has a five-year term and matures in July 2011, at which time all principal amounts outstanding thereunder will be due and payable. Borrowings under the Revolving Credit Facility bear interest at a rate equal to either a base prime rate or LIBOR, at the Company’s option, plus a specified variable percentage determined by reference to the then remaining borrowing availability under the Revolving Credit Facility. The Revolving Credit Facility may, subject to certain conditions and the agreement of lenders thereunder, be increased to up to $275.0 at the request of the Company.
Concurrent with the execution ofAmounts owed under the Revolving Credit Facility, the Company also entered into a Term Loan and Guaranty Agreement with a group of lenders (the “Term Loan Facility”). The Term Loan Facility provides for a $50.0 term loan and is guaranteed by the Company and certain of its domestic operating subsidiaries. The Term Loan Facility was fully drawn on August 4, 2006. The Term Loan Facility has a five-year term and matures in July 2011, at which time all principal amounts outstanding thereunder will be due and payable. Borrowings under the Term Loan Facility bear interest at a rate equal to either a premium over a base prime rate or LIBOR, at the Company’s option. At December 31, 2006, the average interest rate applicable to borrowings under the Term Loan Facility was 9.62%.
Amounts owed under each of the Revolving Credit Facility and the Term Loan Facility may be accelerated upon the occurrence of various events of default set forth in each such agreement, including, without limitation, the failure to make principal or interest payments when due and breaches of covenants, representations, and warranties.
The Revolving Credit Facility is secured by a first priority lien on substantially all of the assets of the Company and certain of its U.S.domestic operating subsidiaries that are also borrowers thereunder. The Term LoanRevolving Credit Facility is secured by a second lien on substantially all of the assets of the Company and the Company’s U.S. operating subsidiaries that are the borrowers or guarantors thereof.
64
KAISER ALUMINUM CORPORATION AND SUBSIDIARY COMPANIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
Both credit facilities placeplaces restrictions on the ability of the Company and certain of its subsidiaries to, among other things, incur debt, create liens, make investments, pay dividends, repurchase shares, sell assets, undertake transactions with affiliates, and enter into unrelated lines of business.
During July 2006, At December 31, 2009, the Company borrowed and repaid $8.6 underwas in compliance with all covenants contained in the Revolving Credit Facility. At December 31, 2006, there were no borrowings outstanding under the Revolving Credit Facility, there were approximately $14.1 of outstanding letters of credit and there was $50.0 outstanding under the Term Loan Facility.
The debt and credit facilities of the Predecessor are discussed in Note 17.
Tax Attributes. Although the Company has substantial tax attributes available to offset the impact of future income taxes, the Company does not meet the “more likely than not” criteria for recognition of such attributes primarily because the Company does not have sufficient history of paying taxes. As such, the Company recorded a full valuation allowance against the amount of tax attributes available and no deferred tax asset was recognized. The benefit associated with any reduction of the valuation allowance is first utilized to reduce, intangible assets with any excess being recorded as an adjustment to Stockholders’ equity rather than as a reduction of income tax expense. Therefore, despite the existence of such tax attributes, the Company expects to record a full statutory tax provision in future periods and, therefore, the benefit of any tax attributes realized will only affect future balance sheets and statements of cash flows. If the Company ultimately determines that it meets the “more likely than not” recognition criteria, the amount of net operating loss carryforwards and other deferred tax assets would be recorded on the balance sheet and would be recorded as an adjustment to Stockholders’ equity.
The Company is in the process of finalizing its calculations of the additional deductions, cancellation of indebtedness incomes and other impacts of the Plan and ongoing operations on anentity-by-entity basis to determine the tax attributes available. The Company expects to complete such work in mid 2007 in connection with the filing of its 2006 Federal income tax return. Our current estimate is that the Company will have net operating loss carryforwards in the $875 - $925 range that will be available to reduce future cash payments for income taxes in the United States (other than alternative minimum tax — “AMT”) and that additional deductions for amounts capitalized into the tax basis of inventories (totaling an estimated $100-$125) will become available (likely over the next two years). Such net operating loss carryforwards expire periodically through 2026. Given the complexity of theentity-by-entity analysis, unique tax regulations regarding chapter 11 proceedings and other uncertainties, these estimates remain subject to revision and such revisions could be significant.
At December 31, 2006, the Company also had $31.0 of AMT credit carryforwards, which have an indefinite life, available to offset regular federal income tax requirements.
Pursuant to the Plan, to preserve the net operating loss carryforwards that may be available to the Company after emergence, on the Effective Date, the Company’s certificate of incorporation was amended and restated to, among other things, include certain restrictions on the transfer of Common Stock and the Company and the Union VEBA, the Company’s largest stockholder, entered into a stock transfer restriction agreement.
6574
KAISER ALUMINUM CORPORATION AND SUBSIDIARY COMPANIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
At December 31, 2009, based on the borrowing base determination in effect as of that date, the Company had $171.0 available under the Revolving Credit Facility, of which $10.0 was being used to support outstanding letters of credit, leaving $161.0 of availability. There were no borrowings under the Revolving Credit Facility at December 31, 2009, but the interest rate applicable to any borrowings under Revolving Credit Facility would have been 4.75% at December 31, 2009.
Other.As of December 31, 2009, the Company had a promissory note obligation (the “Note”) in the amount of $7.0 in connection with the purchase of real property of the Los Angeles, California facility in December 2008. Interest is payable on the unpaid principal balance of the Note monthly in arrears at the prime rate, as defined in the Note, plus 1.5%, in no event exceeding 10% per annum. A principal payment of $3.5 will be due on February 1, 2012 and the remaining $3.5 will be due on February 1, 2013. The Note is secured by a deed of trust on the property. For the year ended December 31, 2009, the Company incurred $.4 of interest expense relating to the Note, all of which has been capitalized as a part of qualifying construction in progress. Interest expense in 2008 was immaterial. The interest rate applicable to borrowings under the Note was 4.75% at December 31, 2009.
8. Income Tax Matters
Tax Provision.benefit (provision).Income (loss) before income taxes and minority interests by geographic area (excluding discontinued operations and cumulative effect of change in accounting principle) is as follows:
| | | | | | | | | | | | | | | | | | |
| | | | | Predecessor | | |
| | | Year Ended December 31, 2006 | | | | | | |
| | | July 1, 2006
| | | | | | | | | | | | | | | | | | | | | |
| | | through
| | | | January 1, 2006
| | | | | | | Year Ended | | Year Ended | | Year Ended | |
| | | December 31,
| | | | to
| | Year Ended December 31, | | | December 31, | | December 31, | | December 31, | |
| | | 2006 | | | | July 1, 2006 | | 2005 | | 2004 | | | 2009 | | 2008 | | 2007 | |
| Domestic | | $ | 27.0 | | | | $ | 3,082.6 | | | $ | (1,130.7 | ) | | $ | (886.1 | ) | | $ | 117.8 | | $ | (105.9 | ) | | $ | 127.9 | |
| Foreign | | | 22.9 | | | | | 60.5 | | | | 20.8 | | | | 24.2 | | | .8 | | 14.6 | | 54.5 | |
| | | | | | | | | | | | | | | | | | | |
| Total | | $ | 49.9 | | | | $ | 3,143.1 | | | $ | (1,109.9 | ) | | $ | (861.9 | ) | | $ | 118.6 | | $ | (91.3 | ) | | $ | 182.4 | |
| | | | | | | | | | | | | | | | | | | |
Income taxes are classified as either domestic or foreign, based on whether payment is made or due to the United States or a foreign country. Certain income classified as foreign is also subject to domestic income taxes.
The (provision) benefit for income taxes on income (loss) before income taxes and minority interests (excluding discontinued operations and cumulative effect of change in accounting principle) consists of:
| | | | | | | | | | | | | | | | | |
| | | Federal | | | Foreign | | | State | | | Total | |
| 2009 | | | | | | | | | | | | | | | | |
| Current | | $ | .7 | | | $ | (3.6 | ) | | $ | (1.1 | ) | | $ | (4.0 | ) |
| Deferred | | | (75.9 | ) | | | .3 | | | | (4.1 | ) | | | (79.7 | ) |
| Benefit applied to (increase)/decrease Additional capital/Other comprehensive income | | | 29.3 | | | | 2.7 | | | | 3.6 | | | | 35.6 | |
| | | | | | | | | | | | | |
| Total | | $ | (45.9 | ) | | $ | (0.6 | ) | | $ | (1.6 | ) | | $ | (48.1 | ) |
| | | | | | | | | | | | | |
| 2008 | | | | | | | | | | | | | | | | |
| Current | | $ | (0.8 | ) | | $ | .5 | | | $ | (1.3 | ) | | $ | (1.6 | ) |
| Deferred | | | 64.3 | | | | (.2 | ) | | | 5.5 | | | | 69.6 | |
| Benefit (provision) applied to (increase)/decrease Additional capital/Other comprehensive income | | | (33.4 | ) | | | (6.9 | ) | | | (4.9 | ) | | | (45.2 | ) |
| | | | | | | | | | | | | |
| Total | | $ | 30.1 | | | $ | (6.6 | ) | | $ | (0.7 | ) | | $ | 22.8 | |
| | | | | | | | | | | | | |
| 2007 | | | | | | | | | | | | | | | | |
| Current | | $ | — | | | $ | (22.1 | ) | | $ | (.4 | ) | | $ | (22.5 | ) |
| Deferred | | | — | | | | (.5 | ) | | | — | | | | (.5 | ) |
| Benefit applied to (increase)/decrease Additional capital/Other comprehensive income | | | (55.8 | ) | | | 3.9 | | | | (6.5 | ) | | | (58.4 | ) |
| | | | | | | | | | | | | |
| Total | | $ | (55.8 | ) | | $ | (18.7 | ) | | $ | (6.9 | ) | | $ | (81.4 | ) |
| | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | |
| | | Federal | | | Foreign | | | State | | | Total | |
| |
| July 1, 2006 through December 31, 2006 | | | | | | | | | | | | | | | | |
| Current | | $ | — | | | $ | (9.4 | ) | | $ | (.5 | ) | | $ | (9.9 | ) |
| Benefit applied to reduce intangible assets and increase additional capital | | | (14.1 | ) | | | — | | | | (1.3 | ) | | | (15.4 | ) |
| Deferred | | | — | | | | 1.6 | | | | — | | | | 1.6 | |
| | | | | | | | | | | | | | | | | |
| Total | | $ | (14.1 | ) | | $ | (7.8 | ) | | $ | (1.8 | ) | | $ | (23.7 | ) |
| | | | | | | | | | | | | | | | | |
| | | |
| January 1, 2006 to July 1, 2006 | | Predecessor |
| | | |
| Current | | $ | .9 | | | $ | (7.9 | ) | | $ | (.1 | ) | | $ | (7.1 | ) |
| Deferred | | | — | | | | .9 | | | | — | | | | .9 | |
| | | | | | | | | | | | | | | | | |
| Total | | $ | .9 | | | $ | (7.0 | ) | | $ | (.1 | ) | | $ | (6.2 | ) |
| | | | | | | | | | | | | | | | | |
| 2005 | | | | | | | | | | | | | | | | |
| Current | | $ | — | | | $ | (3.8 | ) | | $ | .5 | | | $ | (3.3 | ) |
| Deferred | | | — | | | | .5 | | | | — | | | | .5 | |
| | | | | | | | | | | | | | | | | |
| Total | | $ | — | | | $ | (3.3 | ) | | $ | .5 | | | $ | (2.8 | ) |
| | | | | | | | | | | | | | | | | |
| 2004 | | | | | | | | | | | | | | | | |
| Current | | $ | — | | | $ | (6.4 | ) | | $ | — | | | $ | (6.4 | ) |
| Deferred | | | — | | | | .2 | | | | — | | | | .2 | |
| | | | | | | | | | | | | | | | | |
| Total | | $ | — | | | $ | (6.2 | ) | | $ | — | | | $ | (6.2 | ) |
| | | | | | | | | | | | | | | | | |
66
KAISER ALUMINUM CORPORATION AND SUBSIDIARY COMPANIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
A reconciliation between the (provision) benefit for income taxes and the amount computed by applying the federal statutory income tax rate to income (loss) before income taxes and minority interests (excluding discontinued operations and cumulative effect of change in accounting principle) is as follows:
| | | | | | | | | | | | | |
| | | Year Ended | | | Year Ended | | | Year Ended | |
| | | December 31, | | | December 31, | | | December 31, | |
| | | 2009 | | | 2008 | | | 2007 | |
| Amount of federal income tax benefit (expense) based on the statutory rate | | $ | (41.5 | ) | | $ | 32.0 | | | $ | (63.8 | ) |
| Decrease (increase) in Federal valuation allowances | | | 0.5 | | | | (3.9 | ) | | | — | |
| Non-deductible compensation expense | | | (4.7 | ) | | | — | | | | — | |
| Non-deductible Expense | | | (0.5 | ) | | | (0.3 | ) | | | (1.6 | ) |
| State income taxes, net of federal benefit | | | (1.0 | ) | | | (0.5 | ) | | | (4.5 | ) |
| Foreign income taxes | | | — | | | | (4.7 | ) | | | (11.5 | ) |
| Other | | | (.9 | ) | | | 0.2 | | | | — | |
| | | | | | | | | | |
| (Provision) benefit for income taxes | | $ | (48.1 | ) | | $ | 22.8 | | | $ | (81.4 | ) |
| | | | | | | | | | |
| | | | | | | | | | | | | | | | | | |
| | | | | | | Predecessor | |
| | | Year Ended December 31, 2006 | | | | | | | |
| | | July 1, 2006
| | | | | | | | | | | |
| | | through
| | | | January 1, 2006
| | | | | | | |
| | | December 31,
| | | | to
| | | Year Ended December 31, | |
| | | 2006 | | | | July 1, 2006 | | | 2005 | | | 2004 | |
| Amount of federal income tax benefit (expense) based on the statutory rate | | $ | (17.5 | ) | | | $ | (1,100.1 | ) | | $ | 388.5 | | | $ | 301.7 | |
| Decrease (increase) in valuation allowances | | | — | | | | | 1,099.3 | | | | (379.8 | ) | | | (304.7 | ) |
| Percentage depletion | | | — | | | | | — | | | | — | | | | 5.1 | |
| State income taxes, net of federal benefit | | | (1.2 | ) | | | | — | | | | — | | | | — | |
| Foreign income taxes | | | (4.7 | ) | | | | (.5 | ) | | | 3.9 | | | | (6.3 | ) |
| Other | | | (.3 | ) | | | | (4.9 | ) | | | (15.4 | ) | | | (2.0 | ) |
| | | | | | | | | | | | | | | | | | |
| Provision for income taxes | | $ | (23.7 | ) | | | $ | (6.2 | ) | | $ | (2.8 | ) | | $ | (6.2 | ) |
| | | | | | | | | | | | | | | | | | |
| | |
| | The table above reflects a full statutory U.S. tax provision despite the fact that the Company is only paying AMT in the U.S. and some state income taxes. SeeTax Attributesbelow. |
75
KAISER ALUMINUM CORPORATION AND SUBSIDIARY COMPANIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
The table above reflects a full statutory U.S. tax provision despite the fact that the Company is only paying AMT in the U.S. SeeTax Attributesabove.
In connection with fresh start accounting, the Company recognized deferred tax liabilities of approximately $4.6. Such liabilities primarily relate to an excess of financial statement basis over the U.S. tax basis that is not expected to turn-around in the20-year U.S. net operating loss (“NOL”) carry-forward period.
Deferred Income Taxes.Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and amounts used for income tax purposes. The components of the Company’s net deferred income tax assets (liabilities) are as follows:
| | | | | | | | | |
| | | December 31, | | | December 31, | |
| | | 2009 | | | 2008 | |
| Deferred income tax assets: | | | | | | | | |
| Loss and credit carryforwards | | $ | 374.2 | | | $ | 390.3 | |
| Pension benefits | | | 0.9 | | | | 1.9 | |
| Other assets | | | 13.9 | | | | 52.1 | |
| Inventories and other | | | 26.7 | | | | 22.1 | |
| Valuation allowances | | | (18.0 | )(3) | | | (29.5 | ) |
| | | | | | | |
| Total deferred income tax assets — net | | | 397.7 | | | | 436.9 | |
| | | | | | | |
| | | | | | | | | |
| Deferred income tax liabilities: | | | | | | | | |
| Property, plant, and equipment | | | (32.0 | ) | | | (23.3 | ) |
| VEBA | | | (47.9 | ) | | | (16.2 | ) |
| | | | | | | |
| Total deferred income tax liabilities | | | (79.9 | ) | | | (39.5 | ) |
| | | | | | | |
| Net deferred income tax assets | | $ | 317.8 | (1) | | $ | 397.4 | (2) |
| | | | | | | |
| | | | | | | | | | |
| | | | | | | Predecessor | |
| | | December 31,
| | | | December 31,
| |
| | | 2006 | | | | 2005 | |
| Deferred income tax assets: | | | | | | | | | |
| Postretirement benefits other than pensions | | $ | — | | | | $ | 398.9 | |
| Loss and credit carryforwards(1) | | | 442.4 | | | | | 348.0 | |
| Pension benefits | | | .7 | | | | | 170.5 | |
| Other liabilities | | | 19.1 | | | | | 168.3 | |
| Inventories and other | | | 61.8 | | | | | 39.0 | |
| Assigned intercompany claim for benefit of certain creditors | | | — | | | | | 443.9 | |
| Valuation allowances | | | (503.8 | ) | | | | (1,527.1 | ) |
| | | | | | | | | | |
| Total deferred income tax assets — net | | | 20.2 | | | | | 41.5 | |
| | | | | | | | | | |
| Deferred income tax liabilities: | | | | | | | | | |
| Property, plant, and equipment | | | (5.8 | ) | | | | (41.3 | ) |
| VEBA | | | (16.0 | ) | | | | — | |
| Other | | | (3.0 | ) | | | | (2.5 | ) |
| | | | | | | | | | |
| Total deferred income tax liabilities | | | (24.8 | ) | | | | (43.8 | ) |
| | | | | | | | | | |
| Net deferred income tax assets (liabilities)(2) | | $ | (4.6 | ) | | | $ | (2.3 | ) |
| | | | | | | | | | |
67
KAISER ALUMINUM CORPORATION AND SUBSIDIARY COMPANIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
| | |
| (1) | | The above assumes thatOf the total net federal operating loss carryforwards are ultimately determined to be $924.1 which is the Company’s current best estimate. However, as discussed above, the amount of NOLs is estimated to be between $875 and $925, and until the Company completes certain additional tax analyses, the Company’s estimates are subject to change. |
| | |
(2) | | These deferred income tax liabilities areassets of $317.8, $40.6 was included in Prepaid expenses and other current assets and $277.2 was presented as Deferred tax assets, net on the Consolidated Balance SheetsSheet as of December 31, 20062009. |
|
| (2) | | Of the total net deferred income tax assets of $397.4, $84.1 was included in Prepaid expenses and 2005, respectively,other current assets and $313.3 was presented as Deferred tax assets, net on the Consolidated Balance Sheet as of December 31, 2008. |
|
| (3) | | The decrease in the caption entitled Long-term liabilities.valuation allowance is primarily due to a change in the State of Ohio’s tax regime. Ohio phased out their corporate income tax, and has changed to a gross receipts tax. As a result, the deferred tax asset for Ohio net operating losses, and its related valuation allowance, has been reversed at December 31, 2009. |
Tax Attributes.At December 31, 2009, the Company had $858.2 of NOL carryforwards available to reduce future cash payments for income taxes in the United States. Of the $858.2 of NOL carryforwards at December 31, 2009, $1.2 relates to the excess tax benefits from employee restricted stock. Equity will be increased by $1.2 if and when such excess tax benefits are ultimately realized. Such NOL carryforwards expire periodically through 2027. The Company also had $31.1 of alternative minimum tax (“AMT”) credit carryforwards with an indefinite life, available to offset regular federal income tax requirements.
To preserve the NOL carryforwards that may be available to the Company, the Company’s certificate of incorporation was amended and restated to, among other things, include certain restrictions on the transfer of the Company’s common stock. Pursuant to the amendment, the Company and the Union VEBA, the Company’s largest stockholder, entered into a stock transfer restriction agreement.
In assessing the realizability of deferred tax assets, management considers whether it is “more likely than not” that some portion or all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible. Management considers taxable income in carryback years, the scheduled reversal of deferred tax liabilities, tax planning strategies and projected future taxable income in making this assessment. As of December 31, 2006,2009, due to uncertainties surrounding the realization of some of the Company’s deferred tax assets including the cumulative federal and state net operating lossesNOLs sustained during the prior years and expiring tax benefits, the Company has a valuation allowance of $503.8$18.0 against its deferred tax assets. When recognized, the tax benefits relating to any reversal of thethis valuation allowance will be recorded as an adjustment of Stockholders’ equity rather than as a reduction of income tax expense.expense pursuant to ASC Topic 805.
Other.Other. The Company and its subsidiaries file income tax returns in the U.S. federal jurisdiction and various states and foreign jurisdictions. The Company’s federalCanada Revenue Agency audited and issued assessment notices for 1998 through 2001 for which Notices of
76
KAISER ALUMINUM CORPORATION AND SUBSIDIARY COMPANIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
Objection have been filed. In addition, the Canada Revenue Agency has audited and issued assessment notices for 2002 through 2004, of which $7.9 has been paid to the Canada Revenue Agency against previously accrued tax reserves in the third quarter of 2009. There is an additional Canadian Provincial income tax returnassessment of $1.0, including interest, for the 2002 through 2004 income tax yearaudit that is currently under examination byanticipated to be paid against previously accrued tax reserves in the Internal Revenue Service. The Company does not expect that the resultsfirst quarter of this examination will have a material effect on its financial condition or results of operations.2010. Certain past years are still subject to examination by taxing authorities. The last year examined by major jurisdiction is as follows: Canada- 1997; Stateauthorities, and local- generally 1996. However,the use of NOLsNOL carryforwards in future periods could trigger a review of attributes and other tax matters in years that are not otherwise subject to examination.
No U.S. federal or state liability has been recorded for the undistributed earnings of the Company’s Canadian subsidiariessubsidiary at December 31, 2006.2009. These undistributed earnings are considered to be indefinitely reinvested. Accordingly, no provision for U.S. federal and state income taxes or foreign withholding taxes has been provided on such undistributed earnings. Determination of the potential amount of unrecognized deferred U.S. income tax liability and foreign withholding taxes is not practicable because of the complexities associated with its hypothetical calculation.
In accordance with the requirements ofSOP 90-7, the Company adopted the provisions of FIN 48 on July 1, 2006. The Company was not required to recognize any additional liability forhad gross unrecognized tax benefits as a result of the implementation of FIN 48. From July 1, 2006 to$15.6 and $15.8 at December 31, 2006,2009 and December 31, 2008, respectively. The change during the Company did not recognize any additional liabilities for unrecognizedyear ended December 31, 2009 was primarily due to currency fluctuations, settlements with taxing authorities, and change in tax benefits.
positions. The change during the year ended December 31, 2008 was primarily due to currency fluctuations and change in tax positions. The Company recognizes interest accrued forand penalties related to these unrecognized tax benefits and penalties in the income tax provision. The Company had $6.2 and $9.4 accrued at December 31, 2009 and December 31, 2008, respectively, for interest and penalties which were included in Long-term liabilities in the Consolidated Balance Sheets. Of the $6.2 of total interest and penalties at December 31, 2009, $0.3 is included in current liabilities in the Consolidated Balance Sheet. During the years ended December 31, 2009 and 2008, the Company recognized reductions of $3.2 and $1.3 in interest and penalties, respectively. During the year ended December 31, 2006,2009, the Company recognized approximately $.5foreign currency impact on gross unrecognized tax benefits, interest and penalties resulted in a $2.7 currency translation adjustment that was recorded in Accumulated other comprehensive income (loss), of which $2.2 related to gross unrecognized tax benefits and $0.5 related to accrued interest and penalties. The Company had approximately $4.0In 2008, the foreign currency impact on gross unrecognized tax benefits, interest and $4.5penalties resulted in a $5.2 currency translation adjustment that was recorded in Accumulated other comprehensive income (loss), of which $2.9 related to gross unrecognized tax benefits and $2.3 related to accrued at July 1, 2006 and December 31, 2006, respectively, for interest and penalties. Additionally, deductions takenDuring the year ended December 31, 2008, the Company also reduced unrecognized tax benefits and the related interest and penalties by $.8 and $1.0, respectively, relating to a Canadian pre-emergence exposure. In accordance with ASC Topic 852, the Company recorded the amount in Additional capital rather than in income tax provision. The Company expects its gross unrecognized tax benefits to be reduced by $0.7 within the next 12 months.
A reconciliation of changes in the Company’sgross unrecognized tax returns but not reflected in the Company’s financial statements were $14.6 at December 31, 2006. No material amounts were paid in respect of such deductions during 2006 or are expected to turn in the next twelve months.benefits is as follows:
| | | | | | | | | | | | | |
| | | December 31, | | | December 31, | | | December 31, | |
| | | 2009 | | | 2008 | | | 2007 | |
| Gross unrecognized tax benefits at beginning of period | | $ | 15.8 | | | $ | 19.7 | | | $ | 14.6 | |
| Gross increases for tax positions of prior years | | | 1.6 | | | | 1.9 | | | | 2.5 | |
| Gross decreases for tax positions of prior years | | | (1.6 | ) | | | (3.2 | ) | | | — | |
| Gross increases for tax positions of current years | | | 0.4 | | | | 0.3 | | | | .2 | |
| Settlements | | | (2.8 | ) | | | — | | | | (.3 | ) |
| Foreign currency translation | | | 2.2 | | | | (2.9 | ) | | | 2.7 | |
| | | | | | | | | | |
| Gross unrecognized tax benefits at end of period | | $ | 15.6 | (1) | | $ | 15.8 | (2) | | $ | 19.7 | |
| | | | | | | | | | |
Income tax matters of the Predecessor are discussed in Note 18.
| | |
7. (1) | Employee Benefit | The amount of gross unrecognized tax benefits at December 31, 2009 is recorded as a liability on the Consolidated Balance Sheets at December 31, 2009. If and Incentive Planswhen the amount of such gross unrecognized tax benefits is ultimately recognized, the $15.6 will go through the Company’s income tax provision and thus affect the effective tax rate in future periods. |
|
| (2) | | Of the $15.8, $14.1 is recorded as a liability on the Consolidated Balance Sheets and $1.7 is offset by net operating losses and indirect tax benefits at December 31, 2008. If and when the $15.8 ultimately is recognized, $15.2 will go through the Company’s income tax provision and thus affect the effective tax rate in future periods. |
9. Employee Benefits
Equity Based Compensation.Pension and Similar Plans. UponPensions and similar plans include:
Monthly contributions of (in whole dollars) $1.00 per hour worked by each bargaining unit employee to the Company’s emergence from chapter 11,appropriate multi-employer pension plans sponsored by the 2006 EquityUSW and Performance Incentive Plan (which we refer to herein as the “Equity Incentive Plan”) became effective. Executive officers,IAM and certain other key employees and directorsunions at certain of the Company are eligible to participate in the Equity Incentive Plan.our production facilities, except for a
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KAISER ALUMINUM CORPORATION AND SUBSIDIARY COMPANIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
The Equity Incentive Plan permits the granting of awards in the form of options to purchase the Company’s Common Stock, stock appreciation rights, shares of non-vested and vested stock, restricted stock units, performance shares, performance units and other awards. The Equity Incentive Plan will expire on July 6, 2016. No grants will be made after that date, but all grants made on or prior to such date will continue in effect thereafter subject to the terms thereof and of the Equity Incentive Plan. The Company’s Board of Directors may, in its discretion, terminate the Equity Incentive Plan at any time. The termination of the Equity Incentive Plan will not affect the rights of participants or their successors under any awards outstanding and not exercised in full on the date of termination.
Subject to certain adjustments that may be required from time to time to prevent dilution or enlargement of the rights of participants under the Equity Incentive Plan, up to 2,222,222 shares of the Company’s Common Stock were reserved for issuance under the Equity Incentive Plan. During the period from July 1, 2006 through December 31, 2006, the following shares were issued to, or reserved for future issuance pursuant to restricted stock unit agreements.
| | |
| | • | The Company issued 515,150 shares of non-vested Common Stock to executive officers and other key employees. Of the 515,150 shares issued, 480,904 shares are subject to a three year cliff vesting requirement that lapses on July 6, 2009. The remainder vest ratably over a three year period. The fair value of the shares issued, after assuming a 5% forfeiture rate of $20.7 is being amortized to expense over a three year period on a roughly ratable basis. Additionally, in November 2006, the Company granted 3,699 restricted stock units to certain of its employees to complete its emergence related compensation. The restricted stock units have the same rights as non-vested shares of Common Stock and the employee will receive one share of Common stock for each restricted stock unit upon the vesting of the restricted stock unit. The restricted stock units vest one third on the first anniversary of the grant date and one third on each of the second and third anniversaries of the date of emergence, July 6, 2006. The fair value of the non-vested shares and restricted stock units issued, after assuming a 5% forfeiture rate, of $.2 is being amortized to expense over the vesting period on a ratable basis. |
|
| | • | In early August 2006,pension plan sponsored by the Company granted 6,237 non-vested shares of Common StockUSW, to its non-employee directors. The shares vest in August 2007. The number of shares issued was based on the approximate $43.00 per share average closing price between July 18, 2006 and July 31, 2006. The fair value of the non-vested stock grant ($.3), based on the fair value of the shares at date of issuance, is being amortizedwhich we are obligated to earnings on a ratable basis over the vesting period. An additional 4,273 shares of vested Common Stock were issued to non-employee directors electing to receive shares of Common Stock in lieu of all or a portion of their annual retainer fee. The fair value of the shares ($.2), based on the fair value of the shares at date of issuance, was recognized in earnings in the quarter ended September 30, 2006 as a period expense. |
At December 31, 2006, 1,692,863 shares of Common Stock remained available for issuance under the Equity Insurance Plan.
Cash and other Compensation.
| | |
| • | A short term incentive compensation plan for management payable in cash and which is based primarily on earnings, adjusted for certain safety and performance factors. Most of the Company’s locations also have similar programs for both hourly and salaried employees. During 2006, 2005 and 2004, the Company recorded charges of $7.9, $5.7 and $1.7, respectively, related to these plans. Of the total charges in 2006, 2005 and 2004, $2.9, $3.3 and $1.2, respectively, were included in Cost of products sold and $5.0, $2.4 and $.5 , respectively, were included in Selling, administrative, research and development and general. |
|
| • | Certain employment agreements between the Company and members of management became effective. Additionally, other members of management continue to retain certain pre-emergence contractual arrangements. In particular, the terms of the severance and change in control agreements implemented as a part of |
69
KAISER ALUMINUM CORPORATION AND SUBSIDIARY COMPANIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
| | |
| | the key employee retention plan (the “KERP”) survive after the Effective Date for a period of one year and for a period ending two years following a change in control, respectively, in each case unless superseded by another agreement (see Note 19). |
Pension and Similar Plans. Pensions and similar plans include:
| | |
| • | The Company will make monthly contributions of one dollar(in whole dollars) $1.25 per hour worked by each bargaining unit employee at our Newark, Ohio and Spokane, Washington facilities starting July 2010 through July 2014, at which time we will be obligated to the appropriate multi-employee pension plans sponsoredmake monthly contributions of (in whole dollars) $1.50 per hour worked by the United Steelworkers (“USW”)each bargaining unit employee at our Newark, Ohio and certain other unions in respect of sixSpokane, Washington facilities. This arrangement came into existence in December 2006 for three locations upon the termination of four Predecessor defined benefit plans (see Note 8). The arrangement for the other three locations came into existence during the first quarter of 2005. The CompanyWe currently estimatesestimate that contributions in this respectwill range from $1$2 to $3$4 per year.year through 2013. |
| |
| | • | | A defined contribution 401(k) savings plan for hourly bargaining unit employees (which we refer to herein as the “Hourly DC Plan”) at five of the Company’s production facilities. The Company will beis required to make contributions to the Hourly DC Plansthis plan for active bargaining unit employees at four of these locations that will rangeproduction facilities ranging from eight hundred dollars(in whole dollars) $800 to twenty-four hundred dollars$2,400 per employee per year, depending on the employee’s age. This arrangement came into existence in December 2004 for three locations upon the termination of three Predecessor deferred benefit plans (see Note 19). The arrangement for the other two locations came into existence during December 2006. The Company currently estimates that contributions to such plans will range from $1 to $3 per year. |
| |
| | • | | A defined benefit plan for our salaried employees at the Company’s facility in London, Ontario with annual contributions based on each salaried employee’s age and years of service. Also, a defined benefit pensionAt December 31, 2009, approximately 55% of the plan for one inactive operationassets were invested in equity securities, 40% of plan assets were invested in debt securities and the remaining plan assets were invested in short term securities. The Company’s investment committee reviews and evaluates the investment portfolio. The asset mix target allocation on the long term investments is approximately 60% in equity securities and 36% in debt securities with threethe remaining former employees covered by that plan.assets in short term securities. |
| |
| | • | | A defined contribution 401(k) savings plan for salaried and non-bargaining unitcertain hourly employees (which we refer to herein as the “Salaried DC Plan”) providing for a concurrent match of up to 4% of certain contributions made by employees plus aan annual contribution of between 2% and 10% of their compensation depending on their age and years of service. All new hires after January 1, 2004 receive a fixed 2% contribution annually. The Company currently estimates that contributions to such plansplan will range from $1$4 to $3$6 per year. |
| |
| | • | The Company has a | A non-qualified defined contribution plan (the “Restoration Plan”) for key employees who would otherwise suffer a loss of benefits under the Company’s defined contribution plan as a result of the limitations imposed by the Internal Revenue Code. |
Postretirement Medical Obligations.As a part of the Company’s chapter 11 reorganization efforts, the Predecessor’sCompany’s postretirement medical plan was terminated in 2004. Participants were given the option of COBRA coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985 (COBRA), with the Company’s filing of its plan of reorganization as the qualifying event, or participation in the applicable (UnionVEBA (the Union VEBA or Salaried) VEBA. All pastthe VEBA that provides benefits for certain other eligible retirees and futuretheir surviving spouse and eligible dependents (the “Salaried VEBA”)). Qualifying bargaining unit employees who did not, or were not eligible to, elect COBRA coverage are covered by the Union VEBA. The Salaried VEBA covers all other retirees including employees who retired prior to the 2004 termination of the prior plan or who retire with the required age and service requirements so long as their employment commenced prior to February 2002. The benefits paid by the VEBAs are at the sole discretion of the respective VEBA trustees and are outside the Company’s control.
At emergence,During the Salariedfirst quarter of 2007, 6,281,180 common shares were sold to the public by existing stockholders pursuant to a registered offering. The Company did not sell any shares in, and did not receive any proceeds from, the offering. The Union VEBA received rights to 1,940,100 shareswas one of the Company’s newly issued Common Stock. However, prior toselling stockholders. Of the Company’s emergence, the Salaried VEBA3,337,235 shares sold its rights to approximately 940,200 shares and received net proceeds of approximately $31. The remaining approximately 999,900 shares of the Company’s Common Stock held by the Salaried VEBA at July 1, 2006 were unrestricted. The Salaried VEBA sold its remaining shares during the second half of 2006.
At emergence, the Union VEBA received rightsin the offering, 819,280 common shares were unable to 11,439,900 shares ofbe sold without the Company’s newly issued Common Stock. However, prior to the Company’s emergence,approval under an agreement restricting the Union VEBA sold its rights to approximately 2,630,000 shares and received net proceeds of approximately $81. The Union VEBA is subject to an agreement that limits itsVEBA’s ability to sell or otherwise transfer more than approximately 2,518,000its common shares. However, during the first quarter of 2007, the Union VEBA received approval from the Company to include such shares in the offering.
The 819,280 previously restricted shares were treated as a reduction of Stockholders’ equity (at the $24.02 per share reorganization value) in the December 31, 2006 balance sheet. As a result of the Company’srelief of the restrictions, during the first quarter of 2007: (i) the value of the 819,280 shares previously restricted was added to VEBA assets at the approximate $58.19 per share price realized by the Union VEBA in the offering (totaling $47.7); (ii) approximately $19.7 of the December 31, 2006 reduction in Stockholders’ equity associated with the restricted shares (common shares owned by Union VEBA subject to restrictions) was reversed and (iii) the difference between the two amounts (approximately $23, net of income taxes of $5) was credited to Additional capital.
During the fourth quarter of 2007, the Union VEBA sold an additional 627,200 shares upon the Board of Directors’ approval. The 627,200 shares sold resulted in (i) an increase of $45.1 in VEBA assets at an approximate $72.03 weighted average per share price realized by the Union VEBA, (ii) a reduction of $15.1 in common stock owned by Union VEBA (at the $24.02 per share reorganization value), and (iii) the difference between the two amounts (approximately $25.2, net of income taxes of $4.9) was credited to Additional capital. After the sale, the Union VEBA owned approximately 24.2% of the outstanding common stock as of December 31, 2008.
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KAISER ALUMINUM CORPORATION AND SUBSIDIARY COMPANIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
Common Stock owned at emergence during The Union VEBA currently owns 4,845,465 shares of the two years followingCompany’s common stock or approximately 24% of the emergence date without certain approvalsCompany’s issued and outstanding shares of common stock. From January 2007 to January 31, 2010, the stock transfer restriction agreement between the Union VEBA and the Company prohibited the sale of shares of the Company’s common stock owned by the Union VEBA. As of January 31, 2010, the Union VEBA is permitted to sell up to 1,321,485 shares over a twelve month period. On February 1, 2010, the Union VEBA exercised its right under the registration rights agreement with the Company (see Note 12).to demand the shelf registration of all of the shares of the Company’s common stock held by the Union VEBA. Subject to certain limited exceptions, the Company is generally required to file the registration statement within 60 days of the demand and has started that process. While the demand delivered by the Union VEBA requested the registration of all shares of the Company’s common stock owned by the Union VEBA, the Union VEBA will continue to be prohibited from selling more than 1,321,485 shares during any twelve month period without the approval of the Company’s Board. The Union VEBA is also permitted to sell all or some portion of these shares in transactions exempt from the registration requirements of applicable securities laws, including Rule 144 of the Securities Act. Based on recent average weekly trading volumes, the Union VEBA could currently sell approximately 450,000 shares of the Company’s common stock under Rule 144.
Going forward, theThe Company’s only obligation to the VEBAsUnion VEBA and the Salaried VEBA is an annual variable cash contribution. TheUnder this obligation, the amount to be contributed to the VEBAs will bethrough September 2017 is 10% of the first $20.0 of annual cash flow (as defined; in general terms, the principal elements of cash flow are earnings before interest expense, provision for income taxes, and depreciation and amortization less cash payments for, among other things, interest, income taxes and capital expenditures), plus 20% of annual cash flow, as defined, in excess of $20.0. Such annual payments willmay not exceed $20.0 and willare also be limited (with no carryover to future years) to the extent that the payments would cause the Company’s liquidity to be less than $50.0. Such amounts will beare determined on an annual basis and payable within 120 days following the end of fiscal year, or within 15 days following the date on which the Company files its Annual Report on Form 10-K with the Securities and Exchange Commission (the “SEC”) (or, if no later than March 31stsuch report is required to be filed, within 15 days of the following year. During the coursedelivery of the reorganization process, $49.7independent auditor’s opinion of contributions were madethe Company’s annual financial statements), whichever is earlier. In connection with the entry of a labor agreement with the USW relating to USW members at the Company’s Newark, Ohio and Spokane, Washington facilities on January 20, 2010, the Company agreed to extend its obligation to make an annual variable cash contribution to the Union VEBA to September 30, 2017.
Amounts owing by the Company to the VEBAs are recorded in the Company’s Consolidated Balance Sheets under Other accrued liabilities, with a corresponding increase in Net assets in respect of which $12.7 is available to reduce post emergence paymentsVEBAs. At December 31, 2008, the Company had preliminarily determined that may become due pursuant$4.9 was owed to the annual variable cash requirement.VEBAs. In March 2009, such amount was paid to the VEBAs (comprised of $.7 to the Salaried VEBA and $4.2 to the Union VEBA), following the final determination of the contribution obligation. As of December 31, 2009, the Company had preliminarily determined that $2.4 was owed to the VEBAs (comprised of $.4 to the Salaried VEBA and $2.0 to the Union VEBA). In addition to contribution obligations, the Company is obligated to pay one-half of the administrative expenses of the Union VEBA, up to $.3 in each successive year, with such cap effective 2008. During 2009, 2008 and 2007, the Company paid $.3, $.3 and $.5, respectively, in administrative expenses of the Union VEBA.
For accounting purposes, after discussions with the staff of the Securities and Exchange Commission,SEC, the Company has concluded thattreats the postretirement medical benefits to be paid by the VEBAs and the Company’s related annual variable contribution obligations should be treated as defined benefit postretirement planplans with the current VEBA assets and future variable contributions described above, and earnings thereon, operateoperating as a cap on the benefits to be paid. As such, whileWhile the Company’s only obligation to the VEBAs is to pay the annual variable contribution amount and the Company must accounthas no control over the plan assets, the Company nonetheless accounts for net periodic postretirement benefit costs in accordance with Statement of Financial Accounting Standards No. 106ASC Topic 715,, Employers’ Accounting for PostretirementCompensation — Retirement Benefits, other than Pensions(“SFAS No. 106”) and recordrecords any difference between the assets of each VEBA and its accumulated postretirement benefit obligation (“APBO”) in the Company’s financial statements. Such information will have tomust be obtained from the Salaried VEBA and Union VEBA on a periodic basis. In general, as more fully described below, given the significance of the assets currently available and expected to be available to the VEBAs in the future and the current level of benefits, the cap does not impact the computation of the APBO.accumulated postretirement benefit obligation (“APBO”). However, should the benefit formulas being used by the VEBAs increaseand/or if the assets were to substantially decrease, it is possible that existing assets may be insufficient alone to fund such benefits and that the benefits to be paid in future periods could be reduced to the amount of annual variable contributions reasonably expected to be paid by the Company in those years. Any such limitations would also have to consider any remaining amount of excess pre-emergence VEBA contributions made.
Key assumptions made in computing the net obligation of each VEBA and in total at the Effective Date and December 31, 20062009 and 2008 include:
With respect to VEBA assets:
The 4,845,465 shares of the Company’s common stock held by the Union VEBA that were not transferable have been excluded from assets used to compute the net asset or liability of the Union VEBA, and will continue to be excluded until the restrictions lapse. Such shares are being accounted for similar to “treasury stock” in the interim (see Note 1).
79
KAISER ALUMINUM CORPORATION AND SUBSIDIARY COMPANIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
| | |
| | • | The 6,291,945 | At December 31, 2009 and 2008, neither VEBA held any unrestricted shares of the Company’s Common Stock held by the Union VEBA that were not transferable have been excluded from assets used to compute the net asset or liability of the Union VEBA, and will continue to be excluded until the restrictions lapse. Such shares are being accounted for similar to “treasury stock” in the interim (see Notes 1 and 12).common stock. |
| |
| | • | The unrestricted shares of stock held by each VEBA were valued | Based on the information received from the VEBAs at emergence at the fair value of $43.68 per share. At December 31, 20062009 and 2008, both the fair valueSalaried VEBA and Union VEBA assets were invested in various managed proprietary funds. VEBA plan assets are managed by various investment advisors selected by the VEBA trustees, and are not under the control of the unrestricted shares of stock held by each VEBA was $55.98 per share.Company. |
| |
| | • | At emergence, the | The Company assumed that eachthe Salaried VEBA would achieve a long term rate of return of approximately 5.5%7.25% and 4.50% on its assets. Atassets as of December 31, 2006, the2009 and 2008, respectively. The Company assumed that eachthe Union VEBA would achieve a long term rate of return of approximately 5.5%5.75% and 5.00% on its assets.assets as of December 31, 2009 and 2008, respectively. The long-term rate of return assumption is based on the Company’s expectation ofhistorical investment portfolios provided to the investment strategies to be utilizedCompany by the VEBAs’ trustees. |
71
KAISER ALUMINUM CORPORATION AND SUBSIDIARY COMPANIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
| | |
| | • | | The annual variable payment obligation is being treated as a funding/contribution policy and not counted as a VEBA asset.asset at December 31, 2009 for actuarial purposes. However, the amount owed under the funding obligation in relation to the results for the year ended December 31, 2009 has been accrued and is included within Other accrued liabilities and Net assets in respect of VEBAs. |
With respect to VEBA obligations:
| | |
| | • | | The APBO for each VEBA has been computed based on the level of benefits being provided by each VEBA at July 1, 2006 and December 31, 2006, which was the same at each period.2009 and 2008. |
| |
| | • | | The present value atof APBO for the Effective DateUnion VEBA was computed using a discount rate of return of 6.25%.5.70% and 6.00% at December 31, 2009 and 2008, respectively. The present value at December 31, 2006,of APBO for the Salaried VEBA was computed using a discount rate of 5.75% .return of 5.40% and 6.00% at December 31, 2009 and 2008, respectively. |
| |
| | • | | Since the Salaried VEBA was paying a fixed annual amount to its constituents at both the Effective Date and December 31, 2006,2009 and 2008, no future cost trend rate increase has been assumed in computing the APBO for the Salaried VEBA. |
| |
| | • | | For the Union VEBA, which is currently paying certain prescription drug benefits, an initial cost trend rate of 12% has been assumed and the trend rate is assumed to decline to 5% by 2019 at December 31, 2009 and decline to 5% by 2013 at both the Effective Date and December 31, 2006.2008. The trend rate used by the Company was based on information provided by the Union VEBA and industry data from the Company’s actuaries. |
The following recapstable presents the net assets of each VEBA as of December 31, 20062009 and July 1, 20062008 (such information is also included in the tables required under US GAAP below which roll forward the assets and obligations):
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | December 31, 2006 | | July 1, 2006 | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | Union VEBA | | Salaried VEBA | | Total | | Union VEBA | | Salaried VEBA | | Total | | | December 31, 2009 | | December 31, 2008 | |
| | | Union VEBA | | Salaried VEBA | | Total | | Union VEBA | | Salaried VEBA | | Total | |
| APBO | | $ | (226.6 | ) | | $ | (51.5 | ) | | $ | (278.1 | ) | | $ | (211.2 | ) | | $ | (50.8 | ) | | $ | (262.0 | ) | | $ | (234.4 | ) | | $ | (60.8 | ) | | $ | (295.2 | ) | | $ | (250.5 | ) | | $ | (70.8 | ) | | $ | (321.3 | ) |
| Plan assets | | | 241.4 | | | | 77.4 | | | | 318.8 | | | | 213.3 | | | | 81.9 | | | | 295.2 | | | 361.9 | | 60.5 | | 422.4 | | 306.7 | | 56.8 | | 363.5 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Net asset | | $ | 14.8 | | | $ | 25.9 | | | $ | 40.7 | | | $ | 2.1 | | | $ | 31.1 | | | $ | 33.2 | | |
| Net asset (liability) | | | $ | 127.5 | | $ | (.3 | ) | | $ | 127.2 | | $ | 56.2 | | $ | (14.0 | ) | | $ | 42.2 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | |
The Company’s results of operations will includeincluded the following impacts associated with the VEBAs: (a) charges for service rendered by employees; (b) a charge for accretion of interest; (c) a benefit for the return on plan assets; and (d) amortization of net gains or losses on assets, prior service costs associated with plan amendments and actuarial differences. The VEBA-related amounts included in the results of operations are shown in the tables below.
Future payments of annual variable contributions will first be applied to reduce any individual VEBA obligations recorded in the Company’s balance sheet at that time. Any remaining amount of annual variable contributions in excess of recorded obligations will be recorded as a VEBA asset in the balance sheet. No accounting recognition has been accorded to the $12.7 of excess pre-emergence VEBA contributions at this time.
The Company does not anticipate any annual variable cash contribution payments will be required with respect to 2006, however, the Company has not yet determined how much, if any, of the excess contribution payments of $12.7 will be utilized to offset annual variable contributions that would otherwise have been due in respect of 2006.
Financial Data.
Assumptions
Assumptions —The following recapstable presents the key assumptions used and the amounts reflected in the Company’s financial statements with respect to the Successor’s and Predecessor’sCompany’s pension plans and other postretirement benefit plans. In accordance with generally accepted accounting principles,U.S. GAAP, impacts of the changes in the Company’s pension and other postretirement benefit plans discussed above have been reflected in such information.
The Company uses a December 31 measurement date for all of its plans.
7280
KAISER ALUMINUM CORPORATION AND SUBSIDIARY COMPANIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
Weighted-average assumptions used to determine benefit obligations as of December 31 and net periodic benefit cost (income) for the years ended December 31 are:
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | Pension Benefits(1) | | Other Postretirement Benefits |
| | | 2009 | | 2008 | | 2007 | | 2009 | | 2008 | | 2007 |
| | | | | | | | | | | | | | | Union | | Salaried | | Union | | Salaried | | |
| | | | | | | | | | | | | | | VEBA | | VEBA | | VEBA | | VEBA | | VEBAs |
| Benefit obligations assumptions: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Discount rate | | | 6.70 | % | | | 7.50 | % | | | 5.60 | % | | | 5.70 | % | | | 5.40 | % | | | 6.00 | % | | | 6.00 | % | | | 6.00 | % |
| Rate of compensation increase | | | 3.50 | % | | | 3.30 | % | | | 3.75 | % | | | — | | | | — | | | | — | | | | — | | | | — | |
| Net periodic benefit cost assumptions: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Discount rate | | | 7.50 | % | | | 5.60 | % | | | 5.20 | % | | | 6.00 | % | | | 6.00 | % | | | 6.00 | % | | | 6.00 | % | | | 5.75 | % |
| Expected return on plan assets | | | 6.00 | % | | | 5.50 | % | | | 6.00 | % | | | 5.75 | % | | | 7.25 | % | | | 5.00 | % | | | 4.50 | % | | | 5.50 | % |
| Rate of compensation increase | | | 3.30 | % | | | 3.75 | % | | | 3.00 | % | | | — | | | | — | | | | — | | | | — | | | | — | |
| | | | | | | | | | | | | | | | | | | | | | | | | |
| | | Pension Benefits(2) | | | Medical/Life Benefits(1) | |
| | | 2006 | | | 2005 | | | 2004 | | | 2006 | | | 2005 | | | 2004 | |
| |
| Benefit obligations assumptions: | | | | | | | | | | | | | | | | | | | | | | | | |
| Discount rate | | | 5.20% | | | | 5.50% | | | | 5.75% | | | | 6.25 | % | | | — | | | | 5.75 | % |
| Rate of compensation increase | | | 3.00% | | | | 3.00% | | | | 3.00% | | | | — | | | | — | | | | 4.00 | % |
| Net periodic benefit cost assumptions: | | | | | | | | | | | | | | | | | | | | | | | | |
| Discount rate | | | 5.20% | | | | 5.75% | | | | 5.75% | | | | 6.25 | % | | | — | | | | 6.00 | % |
| Expected return on plan assets | | | 6.00% | | | | 8.50% | | | | 8.50% | | | | 5.50 | % | | | — | | | | — | |
| Rate of compensation increase | | | 3.00% | | | | 3.00% | | | | 3.00% | | | | — | | | | — | | | | 4.00 | % |
| | |
| (1) | | Medical /Life Benefits percentages for 2006 relate to the VEBAs and for 2004 relate to the Predecessor. The Company’s obligations with respect to the Predecessor’s plans were fixed as of December 31, 2004. |
|
(2) | | Pension Benefits for 20062009, 2008, and 2007 primarily represent the defined benefit plan of the Canadian facility. Pension Benefits for 2005 and 2004 primarily represent the Predecessor’s defined benefit plans that were terminated in December 2006 as more fully discussed above. |
Benefit Obligations and Funded Status
— The following table presents the benefit obligations and funded status of the Company’s pension and other postretirement benefit plans as of December 31, 20062009 and 2005,2008, and the corresponding amounts that are included in the Company’s Consolidated Balance Sheets.
| | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | Other Postretirement |
| | | Pension Benefits | | | | Benefits |
| | | 2009 | | | 2008 | | | 2009 | | | 2008 | |
| Change in Benefit Obligation: | | | | | | | | | | | | | | | | |
| Obligation at beginning of year | | $ | 3.0 | | | $ | 4.9 | | | $ | 321.3 | | | $ | 294.7 | |
| Foreign currency translation adjustment | | | .5 | | | | (.9 | ) | | | — | | | | — | |
| Service cost | | | .1 | | | | .2 | | | | 2.2 | | | | 1.7 | |
| Interest cost | | | .3 | | | | .2 | | | | 18.6 | | | | 17.1 | |
| Plan amendments relating to Salaried VEBA | | | — | | | | — | | | | 32.4 | | | | 8.8 | |
| Actuarial loss(1) (gain) | | | .4 | | | | (1.1 | ) | | | (58.3 | ) | | | 18.0 | |
| Benefits paid | | | (.2 | ) | | | (.3 | ) | | | — | | | | — | |
| Reimbursement from Retiree Drug Subsidy(2) | | | — | | | | — | | | | 2.7 | | | | 2.0 | |
| Benefits paid by VEBA | | | — | | | | — | | | | (23.7 | ) | | | (21.0 | ) |
| | | | | | | | | | | | | |
| Obligation at end of year | | | 4.1 | | | | 3.0 | | | | 295.2 | | | | 321.3 | |
| | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | |
| Change in Plan Assets: | | | | | | | | | | | | | | | | |
| FMV of plan assets at beginning of year | | | 3.1 | | | | 4.4 | | | | 363.5 | | | | 429.6 | |
| Foreign currency translation adjustment | | | .5 | | | | (.7 | ) | | | — | | | | — | |
| Actual return (loss) on assets | | | .4 | | | | (.6 | ) | | | 77.5 | | | | (51.7 | ) |
| Employer contributions(3) | | | .3 | | | | .3 | | | | 2.4 | | | | 4.6 | |
| Reimbursement from Retiree Drug Subsidy(2) | | | — | | | | — | | | | 2.7 | | | | 2.0 | |
| Benefits paid | | | (.2 | ) | | | (.3 | ) | | | (23.7 | ) | | | (21.0 | ) |
| | | | | | | | | | | | | |
| FMV of plan assets at end of year | | | 4.1 | | | | 3.1 | | | | 422.4 | | | | 363.5 | |
| | | | | | | | | | | | | |
| Prepaid benefit(4) | | $ | — | | | $ | .1 | | | $ | 127.2 | | | $ | 42.2 | |
| | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | |
| | | Pension Benefits | | | Medical/Life Benefits | |
| | | 2006 | | | 2005 | | | 2006 | | | 2005 | |
| |
| Change in Benefit Obligation: | | | | | | | | | | | | | | | | |
| Obligation at beginning of year | | $ | 32.1 | | | $ | 27.2 | | | $ | 1,017.0 | | | $ | 1,042.0 | |
| Service cost | | | 1.1 | | | | 1.2 | | | | .6 | | | | — | |
| Interest cost | | | 1.6 | | | | 1.6 | | | | 7.9 | | | | — | |
| Curtailments, settlements and amendments — Predecessor plans | | | (28.2 | ) | | | (.2 | ) | | | (1,005.6 | ) | | | — | |
| Actuarial (gain) loss | | | (1.9 | ) | | | 3.4 | | | | 14.9 | | | | — | |
| Benefits paid — Predecessor plans | | | (.7 | ) | | | (1.1 | ) | | | (11.4 | ) | | | (25.0 | ) |
| Creation of VEBA | | | — | | | | — | | | | 262.0 | | | | — | |
| Benefits paid by VEBA | | | — | | | | — | | | | (7.3 | ) | | | — | |
| | | | | | | | | | | | | | | | | |
| Obligation at end of year | | | 4.0 | | | | 32.1 | | | | 278.1 | | | | 1,017.0 | |
| | | | | | | | | | | | | | | | | |
| Change in Plan Assets: | | | | | | | | | | | | | | | — | |
| FMV of plan assets at beginning of year | | | 21.5 | | | | 14.2 | | | | — | | | | — | |
| Actual return on assets | | | 1.0 | | | | 2.0 | | | | 30.9 | | | | — | |
| Employer contributions(1) | | | 1.8 | | | | 6.4 | | | | 306.6 | | | | 25.0 | |
| Assets for which contributions transferred to the PBGC | | | (20.0 | ) | | | — | | | | — | | | | — | |
| Benefits paid(2) | | | (.7 | ) | | | (1.1 | ) | | | (18.7 | ) | | | (25.0 | ) |
| | | | | | | | | | | | | | | | | |
| FMV of plan assets at end of year | | | 3.6 | | | | 21.5 | | | | 318.8 | | | | — | |
| | | | | | | | | | | | | | | | | |
| | |
| (1) | | The change in actuarial loss (gain) relating to other postretirement benefit plans in 2009 compared to 2008 is primarily the result of a change in the assumption in participant martial status in the Union VEBA and a change in annual benefit payment per participant in the Salaried VEBA. |
|
| (2) | | In January 2005, the Department of Health and Human Services’ Centers for Medicare and Medicaid Services (CMS) released final regulations governing the Medicare prescription drug benefit and other key elements of the Medicare Modernization Act that went into effect January 1, 2006. The Union VEBA is eligible for the Retiree Drug Subsidy because the plan meets the definition of actuarial equivalence and therefore qualifies for federal subsidies equal to 28% of allowable drug costs. As a result, the Company has measured the Union VEBA’s obligations and costs to take into account this subsidy. This subsidy decreased the accumulated benefit obligation for the Union VEBA by approximately $51.9 at December 31, 2009 and decreased the net periodic benefit cost for 2010 by approximately $4.7, of which $.7 is related to service cost, $2.9 is related to interest cost and $1.1 is related to amortization of net actuarial gain. |
|
| (3) | | Employer contributions to the VEBAs in 2009 consist of a $2.4 accrued VEBA contribution at December 31, 2009 in respect to the annual variable cash contribution which will be paid in the first quarter of 2010. Employer contributions to the VEBAs in 2008 consist of a $4.9 accrued VEBA contribution at December 31, 2008 in respect to the annual variable cash contribution which was paid in the first quarter of 2009. In addition, the Company reversed $.3 of the 2007 annual VEBA contribution accrual in 2008. |
|
| (4) | | With respect to the $127.2 prepaid benefit relating to the VEBAs at December 31, 2009, $127.5 was included in Net Assets in respect of the VEBAs and $(.3) was included in Net liabilities in respect of the VEBAs on the Consolidated Balance Sheets. With |
7381
KAISER ALUMINUM CORPORATION AND SUBSIDIARY COMPANIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
| | | | | | | | | | | | | | | | | |
| | | Pension Benefits | | | Medical/Life Benefits | |
| | | 2006 | | | 2005 | | | 2006 | | | 2005 | |
| |
| Obligation in excess of (less than) plan assets | | | .4 | | | | 10.6 | | | | (40.7 | ) | | | 1,017.0 | |
| Unrecognized net actuarial loss | | | — | | | | (9.6 | ) | | | — | | | | — | |
| Unrecognized prior service costs | | | — | | | | (1.1 | ) | | | — | | | | — | |
| Adjustment required to recognize minimum liability | | | — | | | | 8.9 | | | | — | | | | — | |
| Estimated net liability to PBGC in respect of Terminated Plans | | | — | | | | 619.0 | | | | — | | | | — | |
| Intangible asset and other | | | — | | | | 1.1 | | | | — | | | | — | |
| | | | | | | | | | | | | | | | | |
| Accrued (prepaid) benefit liability | | $ | .4 | | | $ | 628.9 | | | $ | (40.7 | ) | | $ | 1,017.0 | |
| | | | | | | | | | | | | | | | | |
respect to the $42.2 prepaid benefit relating to the VEBAs at December 31, 2008, $56.2 was included in Net Assets in respect of the VEBAs and $(14.0) was included in Net liabilities in respect of the VEBAs on the Consolidated Balance Sheets.
| | |
(1) | | Employer contributions to Medical/Life benefit plans in 2006 consist of $11.4 paid by the VEBAs before emergence and $295.2 of value associated with assets received by the VEBA at the Effective Date. |
|
(2) | | Benefits paid by Medical/Life benefit plans in 2006 consist of $11.4 paid by the VEBAs prior to emergence and $7.3 paid by the VEBAs after the Effective Date. |
The accumulated benefit obligation for all defined benefit pension plans (other than the Terminated Plans) was $3.6$3.7 and $3.4$2.7 at December 31, 20062009 and 2005,2008, respectively. The Company expects to contribute $.3 to the Canadian pension plan in 2010.
The projected benefit obligation, aggregate accumulated benefit obligation and fair value of plan assets for continuing pension plans with accumulated benefit obligations in excess of plan assets were $3.8, $3.4 and $3.1, respectively, asAs of December 31, 2005.2009, the net benefits expected to be paid in each of the next five fiscal years and in aggregate for the five fiscal years thereafter are as follows:
| | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | Benefit Payments Due by Period | | | | |
| | | 2010 | | | 2011 | | | 2012 | | | 2013 | | | 2014 | | | 2015-2019 | |
| Pension plan | | $ | .2 | | | $ | .2 | | | $ | .2 | | | $ | .2 | | | $ | .3 | | | $ | 1.8 | |
| Gross VEBA benefit payments | | | 24.7 | | | | 25.1 | | | | 25.4 | | | | 25.6 | | | | 25.6 | | | | 125.1 | |
| Anticipated Retiree Drug Subsidy | | | (3.1 | ) | | | (3.3 | ) | | | (3.4 | ) | | | (3.5 | ) | | | (3.6 | ) | | | (18.4 | ) |
| | | | | | | | | | | | | | | | | | | |
| Total net benefits | | $ | 21.8 | | | $ | 22.0 | | | $ | 22.2 | | | $ | 22.3 | | | $ | 22.3 | | | $ | 108.5 | |
| | | | | | | | | | | | | | | | | | | |
The amount of benefit/(loss)loss which is recognized in the balance sheet (in Accumulated other comprehensive income)income (loss)) associated with the Company’s defined benefit pension plans andplan as of December 31, 2009 was $.7 primarily related to net actuarial loss. The amount of loss which is recognized in the balance sheet (in Accumulated other comprehensive income (loss)) associated with the Company’s VEBAs that have not been recognized in earnings as of December 31, 2006 is $(.2)2009 was $11.9, of which $48.0 was related to prior service cost and $8.1, respectively.$(36.1) was related to net gain.
The portion ofamounts in accumulated other comprehensive income, relating to the pension plan and VEBA amountsplans, that have not yet been recognized in earnings at December 31, 20062009 that is expected to be recognized in earnings in 20072009 is immaterial. The amounts in accumulated other comprehensive income, relating to the VEBAs, that have not material.yet been recognized in earnings at December 31, 2009 that is expected to be recognized in earnings in 2009 is $3.7, of which $4.1 is related to amortization of prior service costs and $(.4) is related to amortization of net gain.
Fair value of plan assets
The assets of the Company’s Canadian pension plan are managed by advisors selected by the Company, with the investment portfolio subject to periodic review and evaluation by the Company’s investment committee. The investment of assets in the Canadian pension plan is based upon the objective of maintaining a diversified portfolio of investments in order to minimize concentration of credit and market risks (such as interest rate, currency, equity price and liquidity risks). The degree of risk and risk tolerance take into account the obligation structure of the plan, the anticipated demand for funds and the maturity profiles required from the investment portfolio in light of these demands.
As noted above, the VEBA assets are managed by various investment advisors selected by the trustees of each of the VEBAs. The plan assets are outside of the Company’s control and the Company does not have insight into the investment strategies.
The fair value of the plan assets of the VEBAs and the Company’s Canadian defined benefit pension plan are reflected in the Company’s Consolidated Balance Sheets at fair value. In determining the fair value of plan assets each period, the Company utilizes primarily the results of valuations supplied by the investment advisors responsible for managing the assets of each plan.
Certain assets are valued based upon unadjusted quoted market prices in active markets that are accessible at the measurement date for identical, unrestricted assets (e.g., liquid securities listed on an exchange). Such assets are classified within Level 1 of the fair value hierarchy.
Valuation of other invested assets is based on significant observable inputs (e.g., net asset values of registered investment companies, valuations derived from actual market transactions, broker-dealer supplied valuations, or correlations between a given U.S. market and a non-U.S. security). Valuation model inputs can generally be verified and valuation techniques do not involve significant judgment. The fair values of such financial instruments are classified within Level 2 of the fair value hierarchy.
82
KAISER ALUMINUM CORPORATION AND SUBSIDIARY COMPANIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
The following tables present the fair value of plan assets of the VEBAs and the Company’s Canadian pension plan at December 31, 2009 and December 31, 2008. The fair value of the VEBAs’ plan assets are based on information made available to us by the VEBA administrators.
| | | | | | | | | | | | | | | | | |
| | | | | | | December 31, 2009 | | | | |
| | | Level 1 | | | Level 2 | | | Level 3 | | | Total | |
| Fixed income investments in registered investment companies (1) — VEBAs | | $ | — | | | $ | 223.6 | | | $ | — | | | $ | 223.6 | |
| Mortgage backed securities — VEBAs | | | — | | | | 74.9 | | | | — | | | | 74.9 | |
| Corporate debt securities (2) — VEBAs | | | — | | | | 51.1 | | | | — | | | | 51.1 | |
| Equity investments in registered investment companies (3) — VEBAs | | | — | | | | 29.8 | | | | — | | | | 29.8 | |
| United States Treasuries — VEBAs | | | — | | | | 23.6 | | | | — | | | | 23.6 | |
| Municipal debt securities — VEBAs | | | — | | | | 4.2 | | | | — | | | | 4.2 | |
| Cash and money market investments(4) — VEBAs | | | 12.0 | | | | — | | | | — | | | | 12.0 | |
| Investments in registered investment companies (5) — Canadian pension plan | | | — | | | | 4.1 | | | | — | | | | 4.1 | |
| Asset backed securities — VEBAs | | | — | | | | .8 | | | | — | | | | .8 | |
| | | | | | | | | | | | | |
| | | $ | 12.0 | | | $ | 412.1 | | | $ | — | | | $ | 424.1 | |
| | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | |
| | | | | | | December 31, 2008 | | | | |
| | | Level 1 | | | Level 2 | | | Level 3 | | | Total | |
| Fixed income investments in registered investment companies (1) — VEBAs | | $ | — | | | $ | 185.3 | | | $ | — | | | $ | 185.3 | |
| Mortgage backed securities — VEBAs | | | — | | | | 73.4 | | | | — | | | | 73.4 | |
| Corporate debt securities (2) — VEBAs | | | — | | | | 37.6 | | | | — | | | | 37.6 | |
| Equity investments in registered investment companies (3) — VEBAs | | | — | | | | 21.5 | | | | — | | | | 21.5 | |
| United States Treasuries — VEBAs | | | — | | | | 14.2 | | | | — | | | | 14.2 | |
| Municipal debt securities — VEBAs | | | — | | | | 7.1 | | | | — | | | | 7.1 | |
| Cash and money market investments(4) — VEBAs | | | 15.6 | | | | — | | | | — | | | | 15.6 | |
| Investments in registered investment companies (5) — Canadian pension plan | | | — | | | | 3.1 | | | | — | | | | 3.1 | |
| Asset backed securities — VEBAs | | | — | | | | 3.5 | | | | — | | | | 3.5 | |
| Real estate investment trust — Union VEBA | | | — | | | | .4 | | | | — | | | | .4 | |
| | | | | | | | | | | | | |
| | | $ | 15.6 | | | $ | 346.1 | | | $ | — | | | $ | 361.7 | |
| | | | | | | | | | | | | |
| | |
| (1) | | This category represents investments in various fixed income funds with multiple registered investment companies. Such funds invest in diversified portfolios comprised of (a) marketable fixed income securities such as (i) U.S. Treasury and other government issued debt securities, (ii) mortgage backed securities, (iii) asset backed securities, (iv) corporate bonds, notes and debentures in various sectors, (v) preferred stock, (vi) various deposit accounts and (vii) repurchase agreements and reverse repurchase agreements, (b) higher yielding, non-investment-grade fixed income securities in the high yield market and (c) debt securities of issuers located in countries with new or emerging markets, denominated in U.S. dollars or other foreign currencies. The fair value of assets in this category is estimated using the net asset value per share of the investments. |
|
| (2) | | This category represents investments in fixed income corporate securities in various sectors. Investments in the industrial, financial and utilities sectors in 2009 represented approximately 41%, 44% and 15% of the total portfolio in this category, respectively. Investments in the industrial, financial and utilities sectors in 2008 represented approximately 56%, 28% and 17% of the total portfolio in this category, respectively. |
|
| (3) | | This category represents investments in equity funds that invest in portfolios comprised of (i) equity securities of U.S. companies with a certain market capitalization threshold, (ii) ADRs for securities of non-U.S. issuers and (iii) securities whose principal market is outside of U.S. The fair value of assets in this category is estimated using the net asset value per share of the investments. |
|
| (4) | | This category represents cash and investments in various money market funds. |
|
| (5) | | This category of plan assets are related to the Company’s Canadian pension plan. The plan assets are invested in investment funds that hold a diversified portfolio of U.S and international equity securities and fixed income securities such as corporate bonds, government bonds, mortgage and asset backed securities. |
83
KAISER ALUMINUM CORPORATION AND SUBSIDIARY COMPANIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
Components of Net Periodic Benefit Cost (Income) —
The following table presents the components of net periodic benefit cost (income) for the years ended December 31, 2006, 20052009, 2008, and 2004:2007:
| | | | | | | | | | | | | | | | | | | | | | | | | |
| | | Pension Benefits | | | Other Postretirement Benefits | |
| | | 2009 | | | 2008 | | | 2007 | | | 2009 | | | 2008 | | | 2007 | |
| Service cost | | $ | .1 | | | $ | .2 | | | $ | .2 | | | $ | 2.2 | | | $ | 1.7 | | | $ | 1.4 | |
| Interest cost | | | .2 | | | | .2 | | | | .2 | | | | 18.7 | | | | 17.1 | | | | 15.5 | |
| Expected return on plan assets | | | (.2 | ) | | | (.2 | ) | | | (.2 | ) | | | (21.0 | ) | | | (20.6 | ) | | | (19.5 | ) |
| Amortization of transition asset (1) | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | |
| Amortization of prior service cost (2) | | | — | | | | — | | | | — | | | | 1.6 | | | | .8 | | | | — | |
| Amortization of net loss | | | — | | | | .1 | | | | — | | | | 3.8 | | | | .4 | | | | — | |
| | | | | | | | | | | | | | | | | | | |
| Net periodic benefit costs | | | .1 | | | | .3 | | | | .2 | | | | 5.3 | | | | (.6 | ) | | | (2.6 | ) |
| Defined contribution plans | | | 9.9 | | | | 11.1 | | | | 9.9 | | | | — | | | | — | | | | — | |
| | | | | | | | | | | | | | | | | | | |
| | | $ | 10.0 | | | $ | 11.4 | | | $ | 10.1 | | | $ | 5.3 | | | $ | (.6 | ) | | $ | (2.6 | ) |
| | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | |
| | | Pension Benefits | | | Medical/Life Benefits | |
| | | 2006 | | | 2005 | | | 2004 | | | 2006 | | | 2005 | | | 2004 | |
| |
| Service cost | | $ | 1.1 | | | $ | 1.2 | | | $ | 4.7 | | | $ | .6 | | | $ | — | | | $ | 7.0 | |
| Interest cost | | | 1.6 | | | | 1.6 | | | | 30.8 | | | | 7.9 | | | | — | | | | 58.9 | |
| Expected return on plan assets | | | (1.7 | ) | | | (1.5 | ) | | | (22.9 | ) | | | (7.9 | ) | | | — | | | | — | |
| Amortization of prior service cost | | | — | | | | .1 | | | | 2.6 | | | | — | | | | — | | | | (21.7 | ) |
| Amortization of net loss | | | .3 | | �� | | .4 | | | | 5.0 | | | | — | | | | — | | | | 24.6 | |
| | | | | | | | | | | | | | | | | | | | | | | | | |
| Net periodic benefit costs | | | 1.3 | | | | 1.8 | | | | 20.2 | | | | .6 | | | | — | | | | 68.8 | |
| Less discontinued operations reported separately | | | — | | | | — | | | | (7.8 | ) | | | — | | | | — | | | | (10.2 | ) |
| | | | | | | | | | | | | | | | | | | | | | | | | |
| Defined benefit plans | | | 1.3 | | | | 1.8 | | | | 12.4 | | | | .6 | | | | — | | | | 58.6 | |
| Defined contribution plans | | | 8.1 | | | | 7.2 | | | | — | | | | — | | | | — | | | | — | |
| | | | | | | | | | | | | | | | | | | | | | | | | |
| | | $ | 9.4 | | | $ | 9.0 | | | $ | 12.4 | | | $ | .6 | | | $ | — | | | $ | 58.6 | |
| | | | | | | | | | | | | | | | | | | | | | | | | |
74
KAISER ALUMINUM CORPORATION AND SUBSIDIARY COMPANIES
| | |
| (1) | | There was an immaterial amount of transition asset amortization relating to the pension plan(s) for years ended December 31, 2009, 2008 and 2007. |
|
| (2) | | The Company amortizes prior service cost on a straight-line basis over the average remaining years of service to full eligibility for benefits of the active plan participants. |
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
The above table excludes pension plan curtailment and settlement costs of $6.3 and $142.4$.2 in 2006 and 2004, respectively, and2007. There were no pension plan curtailment and settlement credits of $.7 in 2005. The above table also excludes a post retirement medical plan termination charge of approximately $312.5 in 2004.
The periodic pension costs associated with the Terminated Plans were $1.1, $1.6 and $19.0 for the years ended December 31, 2006, 2005 and 2004. The amount of net periodic medical benefit costs in 2004 related to continuing operations that related to the Fabricated products segment was $25.2 with the remaining amounts being related to the Corporate segment.2009 and 2008.
Components of Net Periodic Benefit Cost (Income) and Cash Flow and Charges.Charges —The following tables present the components of net periodic pension benefits cost for the years ended December 31, 2006, 20052009, 2008, and 2004:2007:
| | | | | | | | | | | | | |
| | | Year Ended | | | Year Ended | | | Year Ended | |
| | | December 31, | | | December 31, | | | December 31, | |
| | | 2009 | | | 2008 | | | 2007 | |
| VEBA: | | | | | | | | | | | | |
| Service cost | | $ | 2.2 | | | $ | 1.7 | | | $ | 1.4 | |
| Interest cost | | | 18.7 | | | | 17.1 | | | | 15.5 | |
| Expected return on plan assets | | | (21.0 | ) | | | (20.6 | ) | | | (19.5 | ) |
| Amortization of prior service cost | | | 1.6 | | | | .8 | | | | — | |
| Amortization of net loss | | | 3.8 | | | | .4 | | | | — | |
| | | | | | | | | | |
| | | | 5.3 | | | | (.6 | ) | | | (2.6 | ) |
| Defined benefit pension plans | | | .1 | | | | .3 | | | | .2 | |
| Defined contributions plans | | | 6.9 | | | | 7.8 | | | | 6.6 | |
| Multiemployer pension plans | | | 3.0 | | | | 3.3 | | | | 3.3 | |
| | | | | | | | | | |
| | | $ | 15.3 | | | $ | 10.8 | | | $ | 7.5 | |
| | | | | | | | | | |
| | | | | | | | | | | | | | | | | | |
| | | | | | | Predecessor | |
| | | Year Ended December 31, 2006 | | | | | | | |
| | | July 1, 2006
| | | | | | | | | | | |
| | | through
| | | | January 1, 2006
| | | Year Ended
| |
| | | December 31,
| | | | to
| | | December 31, | |
| | | 2006 | | | | July 1, 2006 | | | 2005 | | | 2004 | |
| VEBA: | | | | | | | | | | | | | | | | | |
| Service cost | | $ | .6 | | | | $ | — | | | $ | — | | | $ | — | |
| Interest cost | | | 7.9 | | | | | — | | | | — | | | | — | |
| Expected return on plan assets | | | (7.9 | ) | | | | — | | | | — | | | | — | |
| | | | | | | | | | | | | | | | | | |
| | | | .6 | | | | | — | | | | — | | | | — | |
| Defined benefit pension plans (including service costs of $.5, $.6, $1.2 and $4.7) | | | .5 | | | | | .8 | | | | 1.8 | | | | 12.4 | |
| Defined contributions plans | | | 4.0 | | | | | 4.1 | | | | 7.2 | | | | — | |
| Retroactive impact of defined contribution plans adoption included in Other operating charges, net | | | .4 | | | | | — | | | | 6.8 | | | | — | |
| | | | | | | | | | | | | | | | | | |
| | | $ | 5.5 | | | | $ | 4.9 | | | $ | 15.8 | | | $ | 12.4 | |
| | | | | | | | | | | | | | | | | | |
The following tables presenttable presents the allocation of these charges:charges (income):
| | | | | | | | | | | | | |
| | | Year Ended | | | Year Ended | | | Year Ended | |
| | | December 31, | | | December 31, | | | December 31, | |
| | | 2009 | | | 2008 | | | 2007 | |
| Fabricated Products segment | | $ | 8.8 | | | $ | 10.1 | | | $ | 9.3 | |
| All Other | | | 6.5 | | | | .7 | | | | (1.8 | ) |
| | | | | | | | | | |
| | | $ | 15.3 | | | $ | 10.8 | | | $ | 7.5 | |
| | | | | | | | | | |
| | | | | | | | | | | | | | | | | | |
| | | | | | | Predecessor | |
| | | Year Ended December 31, 2006 | | | | | | | |
| | | July 1, 2006
| | | | | | | | | | | |
| | | through
| | | | January 1, 2006
| | | Year Ended
| |
| | | December 31,
| | | | to
| | | December 31 | |
| | | 2006 | | | | July 1, 2006 | | | 2005 | | | 2004 | |
| Fabricated products segment | | $ | 4.9 | | | | $ | 4.5 | | | $ | 8.7 | | | $ | 8.3 | |
| Corporate segment | | | .2 | | | | | .4 | | | | .3 | | | | 4.1 | |
| Other operating charges, net (Note 10) | | | .4 | | | | | — | | | | 6.8 | | | | — | |
| | | | | | | | | | | | | | | | | | |
| | | $ | 5.5 | | | | $ | 4.9 | | | $ | 15.8 | | | $ | 12.4 | |
| | | | | | | | | | | | | | | | | | |
For all periods presented, the net periodic benefits relating to the VEBAs are included as a component of Selling, administrative, research and development and general expense within All Other and substantially all of the Fabricated productsProducts segment’s related charges are in Cost of products sold, excluding depreciation, with the balance being in Selling, administrative, research and development and general expense.
The amount related to the retroactive implementation of the remaining hourly DB Plans will be paid in the early part of 2007. The estimated amount to be paid related to the retroactive implementation of $.8 was accrued at December 31, 2006 in Accrued salaries, wages, and related expenses. Of the $.8, $.4 was recorded in Cost of products sold and $.4 was recorded in Other operating charges, net (Note 10). The amount recorded in Other operating charges, net represents a one time payment. The amount related to the retroactive implementation of the
7584
KAISER ALUMINUM CORPORATION AND SUBSIDIARY COMPANIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
10. Employee Incentive Plans
Long term incentive plans
General. On July 6, 2006, the 2006 Equity and Performance Incentive Plan (as amended, the “Equity Incentive Plan”) became effective. Officers and other key employees of the Company or one or more of its subsidiaries, as well as directors and directors emeritus of the Company, are eligible to participate in the Equity Incentive Plan. The Equity Incentive Plan permits the granting of awards in the form of options to purchase common shares, stock appreciation rights, shares of non-vested and vested stock, restricted stock units, performance shares, performance units and other awards. The Equity Incentive Plan will expire on July 6, 2016. No grants will be made after that date, but all grants made on or prior to that date will continue in effect thereafter subject to the terms thereof and of the Equity Incentive Plan. The Company’s Board of Directors may, in its discretion, terminate the Equity Incentive Plan at any time. The termination of the Equity Incentive Plan will not affect the rights of participants or their successors under any awards outstanding and not exercised in full on the date of termination. In December 2008, the Company amended the Equity Incentive Plan to include a new French sub-plan in order to issue restricted stock units to eligible employees of the Company’s French subsidiary. Under the French sub-plan, the restriction period on the restricted stock units cannot be shorter than two years from the date of grant and the holder of such restricted stock units is not entitled to dividend equivalent payments in the event that the Company declares dividends on shares of its common stock. In June 2009, the Company amended the Equity Incentive Plan to clarify and confirm that directors emeritus are permitted to participate in the Equity Incentive Plan.
Subject to certain adjustments that may be required from time to time to prevent dilution or enlargement of the rights of participants under the Equity Incentive Plan, at December 31, 2009, 2,222,222 common shares were initially reserved for issuance under the Equity Incentive Plan, and at December 31, 2009, 815,357 common shares were available for additional awards under the Equity Incentive Plan.
Compensation charges, all of which are included in Selling, administrative, research and development and general expenses in the Corporate and Other business unit, related to the Equity Incentive Plan for 2009, 2008 and 2007 were as follows:
| | | | | | | | | | | | | |
| | | 2009 | | | 2008 | | | 2007 | |
| Service-based vested and non-vested common shares and restricted stock units | | $ | 7.9 | | | $ | 9.6 | | | $ | 8.9 | |
| Performance shares | | | .9 | | | | .2 | | | | — | |
| Service-based stock options | | | .3 | | | | .3 | | | | .2 | |
| | | | | | | | | | |
| Total compensation charge | | $ | 9.1 | | | $ | 10.1 | | | $ | 9.1 | |
| | | | | | | | | | |
The total income tax benefit recognized in the income statement for stock-based compensation arrangements were $3.4, $3.8, and $3.4, for 2009, 2008 and 2007, respectively.
Non-vested Common Shares, Restricted Stock Units, and Performance Shares —The Company grants non-vested common shares to its non-employee directors, directors emeritus, executives officers and other key employees. The non-vested common shares granted to non-employee directors and a director emeritus are generally subject to a one year vesting requirement. The non-vested common shares granted to executive officers and senior management are generally subject to a three year cliff vesting requirement. The non-vested common shares granted to other key employees are generally subject to a three year graded vesting requirement. In addition to non-vested common shares, the Company also grants restricted stock units to certain employees. The restricted stock units have rights similar to the rights of non-vested common shares and the employee will receive one common share for each restricted stock unit upon the vesting of the restricted stock unit. With the exception of restricted stock units granted under the French sub-plan, restricted stock units vest one third on the first anniversary of the grant date and one third on each of the second and third anniversaries of the date of issuance. Restricted stock units granted under the French sub-plan vest two-thirds on the second anniversary of the grant date and one-third on the third anniversary of the grant date.
The fair value of the non-vested common shares and restricted stock units are based on the grant date market value of the common shares and amortized over the vesting period on a ratable basis, after assuming an estimated forfeiture rate. From time to time, the Company issues common shares to non-employee directors electing to receive common shares in lieu of all or a portion of their annual retainer fees. The fair value of these common shares is also based on the fair value of the shares at the date of issuance and is immediately recognized in earnings as a period expense.
The Company grants performance shares to executive officers and other key employees under the Company’s LTI programs. Awards under existing programs are subject to performance requirements pertaining to the Company’s EVA performance, measured
85
Salaried DCKAISER ALUMINUM CORPORATION AND SUBSIDIARY COMPANIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
over a three year performance period. EVA is a measure of the excess of the Company’s pretax operating income for a particular year over a pre-determined percentage of the net assets of the immediately preceding year. The number of performance shares, if any, that will ultimately vest and result in the issuance of common shares depends on the average annual EVA achieved for the specified three year performance periods. The vesting of performance shares and related issuance and delivery of common shares under the 2008-2010 LTI program and 2009-2011 LTI program will occur in 2011 and 2012, respectively.
The fair value of performance-based awards is measured based on the most probable outcome of the performance condition, which is estimated quarterly using the Company’s forecast and actual results. The Company expenses the fair value, after assuming an estimated forfeiture rate, over the specified three year performance periods on a ratable basis.
The fair value of the non-vested common shares, restricted stock units, and performance shares was determined based on the closing trading price of the common shares on the grant date. A summary of the activity with respect to non-vested common shares and restricted stock units for the year ended December 31, 2009 is as follows:
| | | | | | | | | | | | | | | | | |
| | | Non-Vested | | | Restricted | |
| | | Common Shares | | | Stock Units | |
| | | | | | | Weighted- | | | | | | | Weighed- | |
| | | | | | | Average | | | | | | | Average | |
| | | | | | | Grant-Date | | | | | | | Grant- Date | |
| | | Shares | | | Fair Value | | | Units | | | Fair Value | |
| Non-vested shares and restricted stock units at January 1, 2009 | | | 553,712 | | | $ | 47.79 | | | | 2,969 | | | $ | 36.05 | |
| Granted | | | 196,829 | | | | 15.62 | | | | 5,181 | | | | 13.92 | |
| Vested | | | (490,721 | ) | | | 42.88 | | | | (622 | ) | | | 68.60 | |
| Forfeited | | | (5,668 | ) | | | 25.08 | | | | — | | | | — | |
| | | | | | | | | | | | | |
| Non-vested shares and restricted stock units at December 31, 2009 | | | 254,152 | | | $ | 32.79 | | | | 7,528 | | | $ | 18.13 | |
| | | | | | | | | | | | | |
A summary of the activity with respect to the performance shares for the year ended December 31, 2009 is as follows:
| | | | | | | | | |
| | | Performance Shares | |
| | | | | | | Weighted- | |
| | | | | | | Average | |
| | | | | | | Grant-Date | |
| | | | | | | Fair Value | |
| | | Shares | | | per Share | |
| Outstanding at January 1, 2009 | | | 89,951 | | | $ | 74.40 | |
| Granted | | | 460,198 | | | | 14.06 | |
| Vested | | | (20,467 | ) | | | 24.83 | |
| Forfeited | | | (21,468 | ) | | | 27.15 | |
| | | | | | | |
| Outstanding at December 31, 2009 | | | 508,214 | | | $ | 23.75 | |
| | | | | | | |
Total fair value of shares that vested during 2009, 2008 and 2007 was $21.6, $2.1 and $1.4, respectively. The total fair value for shares granted during 2009, 2008 and 2007 was $9.6, $11.4 and $5.0, respectively.
Under the Equity Incentive Plan, the Company had allowed participants to elect to have the Company withhold common shares to satisfy statutory tax withholding obligations arising in connection with non-vested shares, restricted stock units, stock options, and performance shares. When the Company withholds the shares, it is required to remit to the appropriate taxing authorities the fair value of the shares withheld and such shares are cancelled immediately. During the year ended December 31, 2008, 11,423 of such common shares were cancelled as a result of statutory tax withholding. As a result of an amendment to the Revolving Credit Facility in January 9, 2009, the Company can no longer purchase its common shares, and accordingly, can no longer allow participants to satisfy statutory tax withholding in this manner.
As of December 31, 2009, there was paid$3.6 of unrecognized gross compensation cost related to the non-vested common shares and the restricted stock units and $1.0 of gross unrecognized compensation cost related to the performance shares. The cost related to the non-vested common shares and the restricted stock units is expected to be recognized over a weighted-average period of 1.5 years and the cost related to the performance shares is expected to be recognized over a weighted-average period of 1.9 years.
Stock Options —As of December 31, 2009, the Company had 22,077 outstanding options for executives and other key employees to purchase its common shares. The options were granted on April 3, 2007 and have a contractual life of ten years. The options vested one-third on April 3, 2008 and one-third on April 3, 2009, and will vest one-third on the third anniversary of the grant date. The weighted-average fair value of the options granted was $39.90. No new options were granted during 2009 or 2008.
The fair value of each of the Company’s stock option awards is estimated on the date of grant using a Black-Scholes option-pricing model that uses the assumptions noted in the table below. The fair value of the Company’s stock option awards, which are
86
KAISER ALUMINUM CORPORATION AND SUBSIDIARY COMPANIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
subject to graded vesting, is expensed on a straight line basis over the vesting period of the stock options. Due to the Company’s short trading history for its common shares since emergence from chapter 11 bankruptcy on July 2005. In September 2005,6, 2006, expected volatility could not be reliably calculated based on the historical volatility of the common shares. As such, the Company determined volatility for use in the Black-Sholes option-pricing model using the volatility of the stock of a number of similar public companies over a period equal to the expected option life of nine years. The risk-free rate for periods within the contractual life of the stock option award is based on the yield curve of a zero-coupon US Treasury bond on the date the stock option is awarded. The Company uses historical data to estimate employee terminations and the simplified method to estimate the expected option life within the valuation model.
The significant weighted average assumptions used in determining the grant date fair value of the option awards granted on April 3, 2007 were as follows:
| | | | |
| Dividend yield | | | — | % |
| Volatility rate | | | 45 | % |
| Risk-free interest rate | | | 4.59 | % |
| Expected option life (years) | | | 6.0 | |
A summary of the Company’s stock option activity for the year ended December 31, 2009 is as follows:
| | | | | | | | | | | | | | | | | |
| | | | | | | | | | | Weighted- | | | | |
| | | | | | | Weighted- | | | Average | | | | |
| | | | | | | Average | | | Remaining | | | Aggregate | |
| | | Number of | | | Exercise | | | Contractual | | | Intrinsic | |
| | | Shares | | | Price | | | Life (In years) | | | Value | |
| | | | | | | (In millions) | | | | | |
| Outstanding at January 1, 2009 | | | 22,077 | | | $ | 80.01 | | | | | | | | | |
| Grants | | | — | | | | — | | | | | | | | | |
| Forfeited | | | — | | | | — | | | | | | | | | |
| Exercise | | | — | | | | — | | | | | | | | | |
| | | | | | | | | | | | | | | |
| Outstanding at December 31, 2009 | | | 22,077 | | | $ | 80.01 | | | | 7.25 | | | $ | — | |
| | | | | | | | | | | | | |
| Fully vested and expected to vest at December 31, 2009 (assuming a 5% forfeiture rate) | | | 22,047 | | | $ | 80.01 | | | | 7.25 | | | $ | — | |
| | | | | | | | | | | | | |
| Exercisable at December 31, 2009 | | | 15,143 | | | $ | 80.01 | | | | 7.25 | | | $ | — | |
| | | | | | | | | | | | | |
At December 31, 2009, there was $.1 of unrecognized gross compensation expense related to stock options. This cost is expected to be recognized over a weighted-average period of 3 months.
Short term incentive plans and other compensation
The Company has a short term incentive compensation plan for senior management and certain salaried employees payable at the Company’s election in cash, shares of common stock, or a combination of cash and shares of common stock. Amounts earned under the plan are based primarily on EVA of the Company’s core Fabricated Products business, adjusted for certain safety and performance factors. Most of the Company’s production facilities have similar programs for both hourly and salaried employees. During 2009, 2008 and 2007, the Company recorded charges of $6.0, $9.0, and $12.0, respectively, related to the salaried employees’ short term incentive compensation plans. Of the total charges in 2009, 2008, and 2007, $2.8, $2.9, and $3.1, respectively, were included in Cost of products sold and $3.2, $6.1, and $8.9, respectively, were included in Selling, administrative, research and development and general.
The employment agreement between the Company and the USW amended a prior agreement to provide, among other things, for the Company to contribute per employee amountsits chief executive officer remains effective. Other members of management are now subject to the Steelworkers’ Pension Trust totaling approximately $.9. The amended agreement was approved by the Bankruptcy CourtCompany’s severance plan for salaried employees.
11. Commitments and such amount was recorded in the fourth quarter of 2005.Contingencies
The Successor also paid benefits applicable to the Predecessor (seeCash and other Compensationabove).
Employee benefit and incentive plans of the Predecessor are discussed in Note 19.
| |
8. | Commitments and Contingencies |
Commitments.The Company and its subsidiaries have a variety of financial commitments, including purchase agreements, forward foreign exchange and forward sales contracts (see Note 9)12), and letters of credit (see Note 7). The Company and guarantees. Theyits subsidiaries also havehad agreements to supply alumina to, and to purchase aluminum from, Anglesey through September 30, 2009 (see Note 3). During the third quarter of 2005 and August 2006, orders were placed for certain equipmentand/or services intended to augment the heat treat and aerospace capabilities at the Trentwood facility in Spokane, Washington in respect of which the Company expects to become obligated for costs likely to total in the range of $105.0. Approximately $65.0 of such costs was incurred in 2005 and 2006. The balance is expected to be incurred primarily in 2007.
87
KAISER ALUMINUM CORPORATION AND SUBSIDIARY COMPANIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
Minimum rental commitments under operating leases at December 31, 2006,2009, are as follows: years ending December 31, 2007 — $3.0; 2008 — $2.4; 2009 — $2.1; 2010 — $1.0;$6.6; 2011 — $.7;$6.1, 2012 — $5.7 and 2013 — $4.8 and thereafter — $.1.$37.4. Rental expenses after excluding rental expenses of discontinued operations, were $4.0, $3.6$7.3, $6.3, and $3.1$5.0 for the years ended December 31, 2006, 20052009, 2008, and 2004,2007, respectively. Rental expense of discontinued operations was $4.9 for the year ended December 31, 2004.
Environmental Contingencies.The Company and its subsidiaries are subject to a number of environmental laws, and regulations, to fines or penalties assessed for alleged breaches of the environmental laws, and to claims and litigation based upon such laws and regulations.laws.
A substantial portion of theThe Company’s pre-emergence obligations, primarily in respect of non-owned locations, was resolved by the chapter 11 proceedings (see Note 21). The remaining environmental accruals are primarily related to potential solid waste disposal and soil and groundwater remediation matters. The following table presents the changes in such accruals, which are primarily included in Long-term liabilities, for the period from July 1, 2006 through December 31, 2006 (see Note 21 for a table that presents the changes in the environmental accruals for the period from January 1, 2006 to July 1, 2006 and the years ended December 31, 2005 and 2004).liabilities.
| | | | | | | | | | | | | |
| | | Year Ended | | | Year Ended | | | Year Ended | |
| | | December 31, | | | December 31, | | | December 31, | |
| | | 2009 | | | 2008 | | | 2007 | |
| Beginning balance | | $ | 9.6 | | | $ | 7.7 | | | $ | 8.4 | |
| Additional accruals | | | 2.4 | | | | 5.1 | | | | 1.1 | |
| Less expenditures | | | (2.3 | ) | | | (3.2 | ) | | | (1.8 | ) |
| | | | | | | | | | |
| Ending balance | | $ | 9.7 | | | $ | 9.6 | | | $ | 7.7 | |
| | | | | | | | | | |
| | | | | |
| | | July 1, 2006
| |
| | | through
| |
| | | December 31,
| |
| | | 2006 | |
| |
| Balance at July 1, 2006 | | $ | 10.4 | |
| Additional accruals | | | .7 | |
| Less expenditures | | | (2.7 | ) |
| | | | | |
| Balance at December 31, 2006 | | $ | 8.4 | |
| | | | | |
These environmental accruals represent the Company’s undiscounted estimate of costs reasonably expected to be incurred based on presently enacted laws and regulations, currently available facts, existing technology, and the Company’s assessment of the likely remediation action to be taken. In the ordinary course, theThe Company expects that these remediation actions will be taken over the next several years and estimates that expenditures to be charged to these environmental accruals will be approximately $1.7 in 2007, $1.7 in 2008, $1.1 in 2009, $2.9$3.9 in 2010, and $1.0$2.6 in 2011, $.9 in 2012, $.9 in 2013, and $1.4 in 2014 and thereafter.
76
KAISER ALUMINUM CORPORATION AND SUBSIDIARY COMPANIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
As additional facts are developed and definitive remediation plans and necessary regulatory approvals for implementation of remediation are established or alternative technologies are developed, changes in these and other factors may result in actual costs exceeding the current environmental accruals. The Company believes that it is reasonably possible that undiscounted costs associated with these environmental matters may exceed current accruals by amounts that could range,be, in the aggregate, up to an estimated $15.2.$16.9. As the resolution of these matters is subject to further regulatory review and approval, no specific assurance can be given as to when the factors upon which a substantial portion of this estimate is based can be expected to be resolved. However, the Company is currently working to resolve certain of these matters.
Other Environmental Matters. The Company has been working with regulatory authorities and performing studies and remediation pursuant to several consent orders with the State of Washington relating to the historical use of oils containing PCBs at our Trentwood facility in Spokane, Washington before 1978. During April 2004, the Company was served with a subpoena for documents and has been notified by Federal authorities that they are investigating certain environmental compliance issues with respect to the Company’s Trentwood facility in Spokane, Washington. The Company undertook its own internal investigation of the matter through specially retained counsel to ensure that it had all relevant facts regarding Trentwood’s compliance with applicable environmental laws. In early 2007, the Company received a letter from the regulatory authorities confirming that their investigation had been closed.
Resolution of Contingencies with respect to the PBGC. As more fully described in Note 19, in response to the January 2004 Debtors’ motion to terminate or substantially modify substantially all of the Debtors’ defined benefit pension plans, the Bankruptcy Court ruled that the Company had met the factual requirements for distress termination as to all of the plans at issue. The PBGC appealed the Bankruptcy Court’s ruling. However, as more fully discussed in Note 19, while the PBGC’s appeal was pending, the Company and the PBGC reached a settlement under which the PBGC agreed to assume the Terminated Plans (as defined below). The Bankruptcy Court approved this settlement in January 2005. The Company believed that, subject to the Plan and the Liquidating Plans complying with the terms of the PBGC settlement, all issues in respect of such matters were resolved. However, despite the settlement with the PBGC, the intermediate appellate court proceeded to consider the PBGC’s earlier appeal and issued a ruling dated March 31, 2005 affirming the Bankruptcy Court’s rulings regarding distress termination of all such plans. In July 2005, the Company and the PBGC reached an agreement, which was approved by the Bankruptcy Court in September 2005, under which the PBGC agreement previously approved by the Bankruptcy Court was amended to permit the PBGC to further appeal the intermediate appellate court ruling. Under the terms of the amended PBGC agreement, if the PBGC were to prevail in the further appeal, all aspects of the previously approved PBGC agreement would remain the same. On the other hand, under the amended agreement, if the intermediate appellate court ruling was upheld on further appeal, the PBGC would be required to: (a) approve the distress termination of the remaining defined benefit pension plans; and (b) reduce the amount of the administrative claim to $11.0 (from $14.0). Under the amended agreement, both the Company and the PBGC agreed to take up no further appeals. Pending a final resolution of this matter, the Company’s settlement with the PBGC remained in full force and effect. Upon consummation of the two separate plans of liquidation (collectively, the “Liquidating Plans”) in December 2005, the $11.0 minimum was paid to the PBGC.
In July 2006, the United States Third Circuit Court of Appeals affirmed the intermediate appellate court’s ruling upholding the Bankruptcy Court’s finding that the factual requirements for distress termination of all defined benefit plans had been met. Accordingly, four of the five remaining plans were terminated by the PBGC on December 29, 2006. These four pension plans, together with the pension plans terminated by the PBGC in 2004 and 2003 (see Note 19) are herein after collectively referred to as the “Terminated Plans”. The Terminated Plans were replaced with defined contribution plans as described in Note 7. As a result of the July 2006 ruling, the $3.0 of previously recorded administrative claim included in the Company’s opening balance sheet was credited to Other operating charges, net (see Note 10). The termination of the Terminated Plans in 2006 resulted in a non-cash benefit of approximately $4.2 (reflected in Other operating charges, net — see Note 10).
77
KAISER ALUMINUM CORPORATION AND SUBSIDIARY COMPANIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
Other Contingencies.The Company and its subsidiaries are involvedparty to various lawsuits, claims, investigations, and administrative proceedings that arise in various otherconnection with its past and current operations. The Company evaluates such matters on a case by case basis, and its policy is to vigorously contest any such claims lawsuits,it believes are without merit. In accordance with ASC Topic 450,Contingencies, the Company reserves for a legal liability when it is both probable that a liability has been incurred and the amount of the loss can be reasonably estimated. Quarterly, in addition to when changes in facts and circumstances require it, the Company reviews and adjusts these reserves to reflect the impacts of negotiations, settlements, rulings, advice of legal counsel and other proceedings relatinginformation, and events pertaining to a wide variety of matters related to past or present operations.particular case. While uncertainties are inherent in the final outcome of such matters and it is presently impossible to determine the actual costscost that may ultimately may be incurred, management currently believes that it has sufficiently reserved for such matters and that the ultimate resolution of such uncertainties and the incurrence of such costs shouldpending matters will not have a material adverse effectimpact on the Company’sits consolidated financial position, operating results, of operations, or liquidity.
Commitment12. Derivative Financial Instruments and contingencies of the Predecessor are discussed in Note 21.Related Hedging Programs
| |
9. | Derivative Financial Instruments and Related Hedging Programs |
In conducting its business, the Company, uses various instruments,from time-to-time, enters into derivative transactions, including forward contracts and options, to manage the risks arising from fluctuations in aluminum prices, energy prices and exchange rates. The Company has historically entered into derivative transactions from time to time to limit its economic (i.e., cash) exposure resulting from (1)(i) metal price risk related to its anticipated sales of primary aluminum and fabricated aluminum products netand the purchase of expected purchase costsmetal used as raw materials for items that fluctuate with aluminum prices, (2)its fabrication operations, (ii) the energy price risk from fluctuating prices for natural gas used in its production process, and (3)(iii) foreign currency requirements with respect to its cash commitments for equipment purchases and with respect to its foreign subsidiaries and affiliates.affiliate. As the Company’s hedging activities are generally designed to lock-in a specified price or range of prices, realized gains or losses on the derivative contracts utilized in the hedging activities (excluding the impact ofmark-to-market fluctuations on those contracts discussed below) generally offset at least a portion of any losses or gains, respectively, on the transactions being hedged.
hedged at the time the transaction occurs. However, due to mark-to-market accounting, during the life of the derivative contract, significant unrealized, non-cash gains and losses are recorded in the income statement as a reduction or increase in Cost of products sold, excluding depreciation, amortization and other items. The Company’s share of primary aluminum production from Anglesey is approximately 150,000,000 pounds annually. BecauseCompany may also be exposed to margin calls, which the Company purchases alumina for Anglesey at prices linkedtries to primary aluminum prices, only a portionminimize or offset through counterparty credit lines and/or use of options. From time-to-time, the Company may modify the terms of the Company’s net revenues associated with Anglesey are exposed to price risk. The Company estimates the net portion of its share of Anglesey production exposed to primary aluminum price risk to be approximately 100,000,000 pounds annually (before considering income tax effects).derivative contracts based on operational needs.
88
KAISER ALUMINUM CORPORATION AND SUBSIDIARY COMPANIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
As stated above, theThe Company’s pricing of fabricated aluminum products is generally intended to lock-in a conversion margin (representing the value added from the fabrication process(es)), and to pass metal price risk on to its customers. However, in certain instances the Company does enter into firm price arrangements. In such instances, the Company does havehas price risk on its anticipated primary aluminum purchasepurchases in respect of the customer’s order.customers’ orders. The Company uses third party hedging instruments to limit exposure to primary aluminum price risks related to substantially all fabricated products firm price arrangements.
Total fabricated products shipments during 20042009, 2008 and 2005, the period from January 1, 2006 to July 1, 2006 and the period from July 1, 2006 through December 31, 20062007 that contained fixed price terms were (in millions of pounds) 119.0, 155.0, 103.9162.7, 228.3, and 96.0,239.1, respectively.
During the last three years, the volume of fabricated products shipments with underlying primary aluminum price risk were at least as much as the Company’s net exposure to primary aluminum price risk at Anglesey. As such, the Company considers its access to Anglesey production overall to be a “natural” hedge against any fabricated products firm metal-price risk. However, since the volume of fabricated products shipped under firm prices may not match up on amonth-to-month basis with expected Anglesey-related primary aluminum shipments, the Company may use third party hedging instruments to eliminate any net remaining primary aluminum price exposure existing at any time.
At December 31, 2006,2009, the fabricated productsFabricated Products business held contracts for the delivery of fabricated aluminum products that have the effect of creating price risk on anticipated purchases of primary aluminum for the period 2007 — 2011during 2010 through 2013 totaling approximately (in millions of pounds): 2007: 149.0, 2008: 111.0, 2009: 83.0, 2010: 83.02010 — 80.3, 2011 — 78.8 and 2011: 77.0.
78
KAISER ALUMINUM CORPORATION AND SUBSIDIARY COMPANIES
2012 — 13.4.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
The following table summarizes the Company’s material derivative positions at December 31, 2006:2009:
| | | | | | | | | | | | | |
| | | | | | | Notional | | |
| | | | | | | Amount of | | Carrying/ |
| | | | | | | Contracts | | Market |
| Commodity | | Period | | (mmlbs) | | Value |
| Aluminum — Option purchase contracts | | 1/10 through 12/11 | | | 101.0 | | | $ | 10.0 | |
| Fixed priced purchase contracts | | 1/10 through 12/12 | | | 149.5 | | | $ | 10.8 | |
| Fixed priced sales contracts | | 1/10 through 12/11 | | | 27.8 | | | $ | (3.8 | ) |
| Regional premium swap contracts (1) | | 1/10 through 12/11 | | | 152.1 | | | $ | — | |
| | | | | | | | | | | | | |
| | | | | | | Notional | | |
| | | | | | | Amount of | | Carrying/ |
| | | | | | | Contracts | | Market |
| Foreign Currency | | Period | | (mm) | | Value |
| Euro — | | | | | | | | | | | | |
| Fixed priced purchase contracts | | 2/10 through 3/10 | | € | .5 | | | $ | (.1 | ) |
| | | | | | | | | | | | | |
| | | | | | | Notional | | |
| | | | | | | Amount of | | Carrying/ |
| | | | | | | Contracts | | Market |
| Energy | | Period | | (mmbtu) | | Value |
| Natural gas — | | | | | | | | | | | | |
| Option purchase contracts | | 8/10 through 12/12 | | | 8,700,000 | | | $ | (.6 | ) |
| Fixed priced purchase contracts (2) | | 1/10 through 2/11 | | | 1,020,000 | | | $ | .2 | |
| | | | | | | | | | | | | |
| | | | | | Notional
| | | | |
| | | | | | Amount of
| | | Carrying/
| |
| | | | | | Contracts
| | | Market
| |
Commodity | | Period | | | (mmlbs) | | | Value | |
| |
| Aluminum — | | | | | | | | | | | | |
| Option purchase contracts | | | 1/11 through12/11 | | | | 48.9 | | | $ | 5.8 | |
| Fixed priced purchase contracts | | | 1/07 through12/12 | | | | 104.4 | | | | 6.1 | |
| Fixed priced sales contracts | | | 1/07 through12/09 | | | | 58.7 | | | | (6.1 | ) |
| | | | | | | | | | | | | |
| | | | | | Notional
| | | | |
| | | | | | Amount of
| | | Carrying/
| |
| | | | | | Contracts
| | | Market
| |
Foreign Currency | | Period | | | (mm) | | | Value | |
| |
| Pounds Sterling — | | | | | | | | | | | | |
| Option sales contracts | | | 1/07 through12/07 | | | | 42.0 | | | $ | — | |
| Fixed priced purchase contracts | | | 1/07 through12/07 | | | | 42.0 | | | | 9.0 | |
| Euro Dollars — | | | | | | | | | | | | |
| Fixed priced purchase contracts | | | 1/07 through 1/08 | | | | 2.9 | | | | .1 | |
| | | | | | | | | | | | | |
| | | | | | Notional
| | | | |
| | | | | | Amount of
| | | Carrying/
| |
| | | | | | Contracts
| | | Market
| |
Energy | | Period | | | (mmbtu) | | | Value | |
| |
| Natural gas — | | | | | | | | | | | | |
| Fixed priced purchase contracts(a) | | | 1/07 through 3/08 | | | | 1,440,000 | | | $ | (2.4 | ) |
| | |
(a)(1) | | Regional premiums represent the premium over the LME price for primary aluminum which is incurred on the Company’s purchases of primary aluminum. |
|
| (2) | | As of December 31, 2006,2009, the Company’s exposure to increases and decreases in natural gas prices hashad been substantially limited for approximately 81%48% of the expected natural gas purchases for January 2007 through March 2007 and2010, approximately 27%48% of the expected natural gas purchases for April 2007 through June 20072011 and 14%approximately 47% of the expected natural gas purchases for July 2007 through September 2007.2012. |
As more fully discussed in Note 1,The Company reflects the Company currently reflects changes in the marketfair value of its derivative instrumentscontracts on a gross basis in Net income (rather than deferring such gains/losses to the date of the underlying transactions to which the related hedges occur)Consolidated Balance Sheets (see Note 6). Included in Net income for the period from January 1, 2006 to July 1, 2006 and for the period from July 1, 2006 through December 31, 2006 wereBoth realized gains (losses) of $1.6 and $(4.6), respectively, and unrealized gains (losses) on derivative instruments are included in Cost of $6.1products sold, excluding depreciation, amortization and $9.0, respectively. Includedother items, for all periods presented (see Note 1).
The Company’s derivative contracts are valued at fair value using significant observable and unobservable inputs. Such financial instruments consist of primary aluminum, natural gas, and foreign currency contracts. The fair values of a majority of these derivative contracts are based upon trades in Net incomeliquid markets. Valuation model inputs can generally be verified and valuation techniques do not involve significant judgment.
The Company has some derivative contracts that do not have observable market quotes. For these financial instruments, management uses significant other observable inputs (i.e., information concerning regional premiums for the year ended December 31, 2005 were realized gains of $1.0 and unrealized losses of $4.1.swaps). Where appropriate, valuations are adjusted for various factors, such as bid/offer spreads.
7989
KAISER ALUMINUM CORPORATION AND SUBSIDIARY COMPANIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
The following table presents the Company’s assets and liabilities that are measured and recognized at fair value on a recurring basis classified under the appropriate level of the fair value hierarchy as of December 31, 2009:
| | | | | | | | | | | | | | | | | |
| | | Level 1 | | | Level 2 | | | Level 3 | | | Total | |
| Derivative assets: | | | | | | | | | | | | | | | | |
| Aluminum swap contracts | | $ | — | | | $ | 13.5 | | | $ | — | | | $ | 13.5 | |
| Aluminum option contracts | | | — | | | | 14.2 | | | | — | | | | 14.2 | |
| Krona forward contract | | | — | | | | — | | | | — | | | | — | |
| Natural gas swap contracts | | | — | | | | .3 | | | | — | | | | .3 | |
| Natural gas option contracts | | | | | | | 1.9 | | | | | | | | 1.9 | |
| Midwest premium swap contracts | | | — | | | | — | | | | .2 | | | | .2 | |
| | | | | | | | | | | | | |
| Total | | $ | — | | | $ | 29.9 | | | $ | .2 | | | $ | 30.1 | |
| | | | | | | | | | | | | |
| Derivative liabilities: | | | | | | | | | | | | | | | | |
| Aluminum swap contracts | | $ | — | | | $ | (6.5 | ) | | $ | — | | | $ | (6.5 | ) |
| Aluminum option contracts | | | — | | | | (4.2 | ) | | | — | | | | (4.2 | ) |
| Pound Sterling forward contract | | | — | | | | — | | | | — | | | | — | |
| Euro dollar forward contracts | | | | | | | (.1 | ) | | | — | | | | (.1 | ) |
| Krona forward contract | | | — | | | | — | | | | — | | | | — | |
| Natural gas swap contracts | | | — | | | | (.1 | ) | | | — | | | | (.1 | ) |
| Natural gas option contracts | | | | | | | (2.5 | ) | | | | | | | (2.5 | ) |
| Midwest premium swap contracts | | | — | | | | — | | | | (.2 | ) | | | (.2 | ) |
| | | | | | | | | | | | | |
| Total | | $ | — | | | $ | (13.4 | ) | | $ | (.2 | ) | | $ | (13.6 | ) |
| | | | | | | | | | | | | |
Financial instruments classified as Level 3 in the fair value hierarchy represent derivative contracts in which management has used at least one significant unobservable input in the valuation model. The following table presents a reconciliation of activity for such derivative contracts on a net basis:
| | | | | |
| | | Level 3 | |
| Balance at January 1, 2009: | | $ | (1.1 | ) |
| Total realized/unrealized losses included in: | | | | |
| Cost of goods sold excluding depreciation expense | | | .9 | |
| Purchases, sales, issuances and settlements | | | .2 | |
| Transfers in and (or) out of Level 3 | | | — | |
| | | | |
| Balance at December 31, 2009 | | $ | — | |
| | | | |
| Total gains included in earnings attributable to the change in unrealized losses relating to derivative contracts still held at December 31, 2009: | | $ | .6 | |
| | | | |
The realized and unrealized gains (losses) for 2009, 2008 and 2007 were as follows:
| | | | | | | | | | | | | |
| | | Year Ended | | Year Ended | | Year Ended |
| | | December 31, | | December 31, | | December 31, |
| | | 2009 | | 2008 | | 2007 |
| Realized (losses) gains | | $ | (52.6 | ) | | $ | 10.5 | | | $ | (3.6 | ) |
| Unrealized gains (losses) | | | 80.5 | | | | (87.1 | ) | | | 9.7 | |
All of the Company’s derivative contracts contain credit-risk related contingencies. If the fair value of the Company’s net derivative positions with the counterparty exceeds a specified threshold, if any, the counterparty is required to transfer cash collateral in excess of the threshold to the Company. Conversely, if the fair value of the net derivative positions falls below a specified threshold, the Company is required to transfer cash collateral below the threshold to the counterparty. At December 31, 2009 and 2008, the Company had zero and $17.2 of margin deposits, respectively, with its counterparties as a result of the credit-risk related contingency features.
90
KAISER ALUMINUM CORPORATION AND SUBSIDIARY COMPANIES
| |
10. | Other Operating Benefits (Charges), Net |
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
13. Other Operating (Benefits) Charges, Net
The income (loss)(income) loss impact associated with other operating benefits (charges), net, after deducting other operating(benefits) charges, net, related to discontinued operations for 2004, was as follows:
| | | | | | | | | | | | | |
| | | Year Ended | | | Year Ended | | | Year Ended | |
| | | December 31, | | | December 31, | | | December 31, | |
| | | 2009 | | | 2008 | | | 2007 | |
| Alternative minimum tax (“AMT”) reimbursement (1) | | $ | — | | | $ | — | | | $ | (7.2 | ) |
| Professional fees | | | — | | | | — | | | | (1.1 | ) |
| Bad debt recoveries relating to pre-emergence write-offs | | | (.9 | ) | | | (1.6 | ) | | | — | |
| Pension Benefit Guaranty Corporation (“PBGC”) settlement (1) | | | — | | | | — | | | | (1.3 | ) |
| Non-cash benefit resulting from settlement of a $5.0 claim by the purchaser of the Gramercy, Louisiana alumina refinery and Kaiser Jamaica Bauxite Company for payment of $.1 | | | — | | | | — | | | | (4.9 | ) |
| Resolution of contingencies relating to sale of property prior to emergence (2) | | | — | | | | — | | | | (1.6 | ) |
| Post emergence Chapter 11 — related items (3) | | | — | | | | .2 | | | | 2.6 | |
| Other | | | — | | | | — | | | | (.1 | ) |
| | | | | | | | | | |
| | | $ | (.9 | ) | | $ | (1.4 | ) | | $ | (13.6 | ) |
| | | | | | | | | | |
| | | | | | | | | | | | | | | | | | |
| | | | | | | Predecessor | |
| | | Year Ended December 31, 2006 | | | | | | | |
| | | July 1, 2006
| | | | | | | | | | | |
| | | through
| | | | January 1, 2006
| | | Year Ended
| |
| | | December 31,
| | | | to
| | | December 31, | |
| | | 2006 | | | | July 1, 2006 | | | 2005 | | | 2004 | |
| Pension benefit (charge) related to terminated pension plans — Corporate (Notes 7 and 19) | | $ | 4.2 | | | | $ | — | | | $ | — | | | $ | (310.0 | ) |
| Post emergence Chapter 11 — related items — Corporate (see below) | | | (4.5 | ) | | | | — | | | | — | | | | — | |
| Resolution of a “pre-emergence” contingency — Corporate (Note 8) | | | 3.0 | | | | | — | | | | — | | | | — | |
| Charges associated with retroactive portion of contributions to defined contribution plans upon termination of defined benefit plans (Note 7) — | | | | | | | | | | | | | | | | | |
| Fabricated Products | | | (.4 | ) | | | | — | | | | (6.3 | ) | | | — | |
| Corporate | | | — | | | | | — | | | | (.5 | ) | | | — | |
| Charge related to settlement with United Steelworkers’ unfair labor practice allegations — Corporate (Note 21) | | | — | | | | | — | | | | — | | | | (175.0 | ) |
| Settlement charge related to termination of post-retirement medical benefits plans — Corporate (see below) | | | — | | | | | — | | | | — | | | | (312.5 | ) |
| Other | | | (.1 | ) | | | | (.9 | ) | | | (1.2 | ) | | | 4.3 | |
| | | | | | | | | | | | | | | | | | |
| | | $ | 2.2 | | | | $ | (.9 | ) | | $ | (8.0 | ) | | $ | (793.2 | ) |
| | | | | | | | | | | | | | | | | | |
| | |
| (1) | | The AMT reimbursement represents a reimbursement from the liquidating trustee for the plan of liquidation of two of the Company’s former subsidiaries in connection with the sale of its interests in and related to a certain discontinued operation in 2005. |
|
| (2) | | The PBGC proceeds consist of a payment related to a settlement agreement entered into with the PBGC in connection with the our chapter 11 reorganization. |
|
| (3) | | During 2007, certain contingencies related to the sale of the Company’s interest in a smelter in Tacoma, Washington were resolved with the buyer. As a result, approximately $1.6 million of the sale proceeds which had been placed into escrow at the time of sale, were released to us. At our emergence from chapter 11 bankruptcy, no value had been ascribed to the funds in escrow because they were deemed to be contingent assets at that time. |
|
| (4) | | Post-emergence chapter 11-related items include primarily professional fees and expenses incurred after emergence which related directly to our reorganization. |
14. Earnings Per Share
In recognition of new accounting guidance adopted in 2009, unvested stock-based payment awards that contain nonforfeitable rights to dividends or dividend equivalents (whether paid or unpaid) represent participating securities and are included in the computation of earnings per share pursuant to the two-class method. Adoption of this new guidance includes retrospective application of this guidance to prior periods financial statements.
Basic and diluted earnings per share for 2009, 2008 and 2007 were calculated as follows:
| | | | | | | | | | | | | |
| | | Year Ended | | | Year Ended | | | Year Ended | |
| | | December 31, | | | December 31, | | | December 31, | |
| | | 2009 | | | 2008 | | | 2007 | |
| Numerator: | | | | | | | | | | | | |
| Net income (loss) | | $ | 70.5 | | | $ | (68.5 | ) | | $ | 101.0 | |
| Less: net income attributable to participating securities | | | (1.6 | ) | | | (.4 | ) | | | (2.7 | ) |
| | | | | | | | | | |
| Net income (loss) available to common shareholders | | $ | 68.9 | | | $ | (68.9 | ) | | $ | 98.3 | |
| | | | | | | | | | |
| | | | | | | | | | | | | |
| Denominator: | | | | | | | | | | | | |
| Weighted average common shares outstanding — Basic | | | 19,639,448 | | | | 19,979,715 | | | | 20,013,508 | |
| | | | | | | | | | |
| Weighted average common shares outstanding — Diluted | | | 19,639,448 | | | | 19,979,715 | | | | 20,013,508 | |
| | | | | | | | | | |
| Income (loss) per common share: | | | | | | | | | | | | |
| Basic | | $ | 3.51 | | | $ | (3.45 | ) | | $ | 4.91 | |
| Diluted | | $ | 3.51 | | | $ | (3.45 | ) | | $ | 4.91 | |
91
KAISER ALUMINUM CORPORATION AND SUBSIDIARY COMPANIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
The abovefollowing table excludes other operating benefits (charges),provides a detail of net relatedincome attributable to discontinued operationsparticipating securities for 2009, 2008 and 2007:
| | | | | | | | | | | | | |
| Net income attributable to participating securities (1): | | | | | | | | | | | | |
| Distributed income | | $ | .4 | | | $ | .4 | | | $ | .3 | |
| Undistributed income | | | 1.2 | | | | — | | | | 2.4 | |
| | | | | | | | | | |
| Total net income attributable to participating securities | | $ | 1.6 | | | $ | .4 | | | $ | 2.7 | |
| | | | | | | | | | |
| | | | | | | | | | | | | |
| Percentage of undistributed net income apportioned to participating securities | | | 2 | % | | | — | % | | | 3 | % |
| | | | | | | | | | |
| | |
| (1) | | Net income attributable to participating securities for a given period includes both distributed and undistributed net income, as applicable. Distributed net income attributed to participating securities represents dividend and dividend equivalents declared on the participating securities that the Company expects to ultimately vest. Undistributed net income for a given period, if any, is apportioned to common stockholders and participating securities based on the weighted average number of each class of securities outstanding during the applicable period as a percentage of the combined weighted average number of these securities outstanding during the period. Undistributed losses are not allocated to participating securities, however, as such securities do not have an obligation to fund net losses of the Company. |
In computing the diluted weighted average common shares outstanding for 2009, 2008 and 2007, the Company used the two-class method assuming that participating securities are not exercised, vested or converted. The Company included the dilutive effect of $95.2stock options in 2004.calculating the diluted weighted average common shares. Options to purchase common shares at an average exercise price of $80.01 per share were outstanding as follows: 22,077 at both December 31, 2009 and 2008 and 25,137 as of December 31, 2007. The potential dilutive effect of such shares was zero for 2009, 2008 and 2007.
Post-emergence Chapter 11-related items for 2006 include primarily professional feesDuring 2009, 2008 and expenses incurred after emergence which related directly2007, the Company paid a total of approximately $19.6 ($.96 per common share), $17.2 ($.84 per common share) and $7.4 ($.36 per common share), respectively, in cash dividends to stockholders, including the holders of restricted stock, and dividend equivalents to the Company’s reorganization.holders of restricted stock units and to the holders of any performance shares with respect to one half of the performance shares.
In 2004, in connection withJune 2008, the terminationCompany’s Board of Directors authorized the repurchase of up to $75 of the Company’s postretirement medical planscommon shares, with repurchase transactions to occur in open market and privately negotiated transactions at such times and prices as deemed appropriate by management, and to be funded with the Company’s excess liquidity after giving consideration to internal and external growth opportunities and cash flows. Repurchases were not authorized to commence until after July 6, 2008. The Company repurchased 572,706 shares of common stock at a weighted-average price of $49.05 per share during the third quarter of 2008. The total cost of $28.1 is shown on the Consolidated Balance Sheets as Treasury stock. As of December 31, 2009, $46.9 remained available for repurchase under the existing repurchase authorization. The Company is currently prohibited from share repurchases as a result of the amendments to the Revolving Credit Facility (see Note 7), the Company recorded a $312.5 non-cash charge, which amount was included in Other operating benefits (charges), net..
15. Segment and Geographical Area Information
| |
11. | Segment and Geographical Area Information |
The Company’s primary line of business is the production of fabricatedsemi-fabricated specialty aluminum products. In addition, the Company also owns a 49% interest in Anglesey, which ownsoperated an aluminum smelter in Holyhead, Wales.Wales until September 2009, when the contract for power supply that enabled smelting operations expired, and thereafter has operated as a secondary aluminum remelt and casting operation.
ThePrior to September 30, 2009, the Company’s continuing operations arewere organized and managed by product type and includeincluded two operating segments of the aluminum industry and the corporate segment.industry. The aluminum industry segments include:included Fabricated productsProducts and Primary aluminum.Aluminum. The Fabricated products groupProducts segment sells value-added products such as heat treat aluminum sheet and plate, extrusionsextruded and drawn products, and forgings which are used in a wide range of industrial applications, including for automotive, aerospace and general engineering end-use applications. The Primary aluminum business unit producesAluminum segment produced, through its interest in Anglesey, and sold commodity grade products as wellwells as value-added products such as ingot and billet for which we received a premium over fluctuating commodity
8092
KAISER ALUMINUM CORPORATION AND SUBSIDIARY COMPANIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
market prices, and conducted hedging activities in respect of our exposure to primary aluminum price risk.
Following the cessation of the smelting operations at Anglesey on September 30, 2009, the Company’s operations were reorganized to consist of one operating segment in the aluminum industry, Fabricated Products. In addition to the Fabricated Products segment, the Company also has three other business units which consist of the Secondary Aluminum, Hedging, and Corporate and Other. The Secondary Aluminum business unit sells value added products such as ingot and billet, produced from Anglesey, for which the Company receives a portion of a premium over normal commodity market prices andprices. The Hedging business unit conducts hedging activities in respect of itsthe Company’s exposure to primary aluminum price risk.and British Pound Sterling exchange rate risks relating to Anglesey’s smelting operations through September 30, 2009. The Corporate and Other business unit provides general and administrative support for the Company’s operations. For purposes of segment reporting under U.S. GAAP, the Company treats the Fabricated Products segment as its own reportable segment and combines the three other business units, Secondary Aluminum, Hedging and the Corporate and Other into one category, which is referred to as All Other.
The accounting policies of the segmentsFabricated Products segment are the same as those described in Note 1. Business unitSegment results are evaluated internally by management before any allocation of corporate overhead and without any charge for income taxes, interest expense, or Other operating charges, net.other expense (income) and income taxes.
Financial information by operating segment, excluding discontinued operations, at and for the years ended December 31, 2006, 20052009, 2008 and 2004 is2007 are as follows:
| | | | | | | | | | | | | |
| | | Year Ended | | | Year Ended | | | Year Ended | |
| | | December 31, | | | December 31, | | | December 31, | |
| | | 2009 | | | 2008 | | | 2007 | |
| Net Sales: | | | | | | | | | | | | |
| Fabricated Products | | $ | 897.1 | | | $ | 1,336.8 | | | $ | 1,298.3 | |
| All Other (1) | | | 89.9 | | | | 171.4 | | | | 206.2 | |
| | | | | | | | | | |
| | | $ | 987.0 | | | $ | 1,508.2 | | | $ | 1,504.5 | |
| | | | | | | | | | |
| Equity in income of unconsolidated affiliate: | | | | | | | | | | | | |
| All Other (2) | | $ | — | | | $ | — | | | $ | 33.4 | |
| | | | | | | | | | |
| | | | | | | | | | | | | | | | | | |
| | | | | | | Predecessor | |
| | | Year Ended December 31, 2006 | | | | | | | |
| | | July 1, 2006
| | | | January 1, 2006
| | | Year Ended
| |
| | | through
| | | | to
| | | December 31, | |
| | | December 31, 2006 | | | | July 1, 2006 | | | 2005 | | | 2004 | |
| Net Sales: | | | | | | | | | | | | | | | | | |
| Fabricated Products | | $ | 567.2 | | | | $ | 590.9 | | | $ | 939.0 | | | $ | 809.3 | |
| Primary Aluminum | | | 100.3 | | | | | 98.9 | | | | 150.7 | | | | 133.1 | |
| | | | | | | | | | | | | | | | | | |
| | | $ | 667.5 | | | | $ | 689.8 | | | $ | 1,089.7 | | | $ | 942.4 | |
| | | | | | | | | | | | | | | | | | |
| Equity in income of unconsolidated affiliate: | | | | | | | | | | | | | | | | | |
| Primary Aluminum | | $ | 18.3 | | | | $ | 11.0 | | | $ | 4.8 | | | $ | 8.5 | |
| | | | | | | | | | | | | | | | | | |
| Segment Operating Income (Loss): | | | | | | | | | | | | | | | | | |
| Fabricated Products(1) | | $ | 60.8 | | | | $ | 61.2 | | | $ | 87.2 | | | $ | 33.0 | |
| Primary Aluminum | | | 10.8 | | | | | 12.4 | | | | 16.4 | | | | 13.9 | |
| Corporate and Other | | | (25.5 | ) | | | | (20.3 | ) | | | (35.8 | ) | | | (71.3 | ) |
Other Operating Benefits (Charges)
Net — Note 10 | | | 2.2 | | | | | (.9 | ) | | | (8.0 | ) | | | (793.2 | ) |
| | | | | | | | | | | | | | | | | | |
| | | $ | 48.3 | | | | $ | 52.4 | | | $ | 59.8 | | | $ | (817.6 | ) |
| | | | | | | | | | | | | | | | | | |
| | |
| (1) | | Operating resultsNet sales in All Other represent net sales relating to Anglesey’s smelting operations prior to September 30, 2009. In connection with Anglesey’s new remelt operation beginning in the fourth quarter of 2009, the Company changed its basis of revenue recognition from gross to net basis (see Note 1). No net revenue was recognized for 2006, 2005sales of secondary aluminum products under the remelt operations at Anglesey in the fourth quarter of 2009. |
|
| (2) | | Equity in income of unconsolidated affiliate in 2009 was zero as a result of the impairment of Investment in Anglesey during the first half of 2009 and 2004 include LIFO inventory chargesthe suspension of $25.0, $9.3 and $12.1, respectively.the equity method of accounting during the third quarter of 2009 (see Note 3). Equity in income of unconsolidated affiliate in 2008 was zero as a result of the impairment of Investment in Anglesey. |
| | | | | | | | | | | | | |
| | | Year Ended | | | Year Ended | | | Year Ended | |
| | | December 31, | | | December 31, | | | December 31, | |
| | | 2009 | | | 2008 | | | 2007 | |
| Operating income (loss): | | | | | | | | | | | | |
| Fabricated Products(1) (3) | | $ | 78.2 | | | $ | 53.5 | | | $ | 169.0 | |
| | | | | | | | | | | | | |
| All Other (2) (3) | | | 40.5 | | | | (144.5 | ) | | | 13.0 | |
| | | | | | | | | | |
| | | $ | 118.7 | | | $ | (91.0 | ) | | $ | 182.0 | |
| Interest expense | | | — | | | | (1.0 | ) | | | (4.3 | ) |
| Other (expense) income, net | | | (.1 | ) | | | .7 | | | | 4.7 | |
| | | | | | | | | | |
| Income (loss) before income taxes | | $ | 118.6 | | | $ | (91.3 | ) | | $ | 182.4 | |
| | | | | | | | | | |
| | | | | | | | | | | | | | | | | | |
| | | | | | | Predecessor | |
| | | Year Ended December 31, 2006 | | | | | | | |
| | | July 1, 2006
| | | | | | | | | | | |
| | | through
| | | | January 1, 2006
| | | Year Ended
| |
| | | December 31,
| | | | to
| | | December 31, | |
| | | 2006 | | | | July 1, 2006 | | | 2005 | | | 2004 | |
| Depreciation and amortization(1) | | | | | | | | | | | | | | | | | |
| Fabricated Products | | $ | 5.2 | | | | $ | 9.7 | | | $ | 19.6 | | | $ | 21.8 | |
| Primary Aluminum | | | — | | | | | — | | | | — | | | | .2 | |
| Corporate and Other | | | .3 | | | | | .1 | | | | .3 | | | | .3 | |
| | | | | | | | | | | | | | | | | | |
| | | $ | 5.5 | | | | $ | 9.8 | | | $ | 19.9 | | | $ | 22.3 | |
| | | | | | | | | | | | | | | | | | |
| Capital expenditures:(2) | | | | | | | | | | | | | | | | | |
| Fabricated Products | | $ | 29.7 | | | | $ | 27.2 | | | $ | 30.6 | | | $ | 7.6 | |
| Corporate and Other | | | .4 | | | | | .9 | | | | .4 | | | | — | |
| | | | | | | | | | | | | | | | | | |
| | | $ | 30.1 | | | | $ | 28.1 | | | $ | 31.0 | | | $ | 7.6 | |
| | | | | | | | | | | | | | | | | | |
81
KAISER ALUMINUM CORPORATION AND SUBSIDIARY COMPANIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
| | |
| (1) | | DepreciationOperating results in Fabricated Products for 2009, 2008 and amortization expense excludes depreciation2007 included LIFO inventory charge (benefit) of $8.7, $(7.5) and amortization expense$(14.0), respectively. Also included in the operating results for 2009 and 2008 were lower of discontinued operationscost or market inventory write-down of $13.1 in 2004.$9.3 and $65.5, respectively. |
| |
| (2) | | Capital expenditures excludes capital expendituresOperating results in All Other included realized and unrealized hedging gains (losses) on the Company’s Pound Sterling and metal derivative positions and impairment charges of discontinued operationsthe Company’s investment in Anglesey in the amount of $3.5$1.8 and of $37.8 in 2004.2009 and 2008, respectively. |
|
| (3) | | Operating results of the Fabricated Products segment and All Other include gains (losses) on intercompany hedging activities. These amounts eliminate in consolidation. Internal hedging gains (losses) in the Fabricated Products segment were $(42.8), $16.9 and $19.8 for 2009, 2008 and 2007, respectively. Conversely, All Other included the same (losses) gains for 2009, 2008 and 2007. |
93
KAISER ALUMINUM CORPORATION AND SUBSIDIARY COMPANIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
| | | | | | | | | | | | | |
| | | Year Ended | | | Year Ended | | | Year Ended | |
| | | December 31, | | | December 31, | | | December 31, | |
| | | 2009 | | | 2008 | | | 2007 | |
| Depreciation and amortization | | | | | | | | | | | | |
| Fabricated Products | | $ | 16.2 | | | $ | 14.6 | | | $ | 11.8 | |
| All Other | | | .2 | | | | .1 | | | | .1 | |
| | | | | | | | | | |
| | | $ | 16.4 | | | $ | 14.7 | | | $ | 11.9 | |
| | | | | | | | | | |
| | | | | | | | | | | | | |
| Capital expenditures, net of change in accounts payable: | | | | | | | | | | | | |
| Fabricated Products | | $ | 58.5 | | | $ | 93.2 | | | $ | 61.7 | |
| All Other | | | .7 | | | | — | | | | .1 | |
| | | | | | | | | | |
| | | $ | 59.2 | | | $ | 93.2 | | | $ | 61.8 | |
| | | | | | | | | | |
| | | | | | | | | |
| | | December 31, | | | December 31, | |
| | | 2009 | | | 2008 | |
| Segment assets: | | | | | | | | |
| Fabricated Products | | $ | 457.6 | | | $ | 498.9 | |
| All Other(1) | | | 627.9 | | | | 646.5 | |
| | | | | | | |
| | | $ | 1,085.5 | | | $ | 1,145.4 | |
| | | | | | | |
| | | | | | | | | | |
| | | | | | | Predecessor | |
| | | December 31,
| | | | December 31,
| |
| | | 2006 | | | | 2005 | |
| Investments in and advances to unconsolidated affiliate: | | | | | | | | | |
| Primary Aluminum | | $ | 18.6 | | | | $ | 12.6 | |
| | | | | | | | | | |
| Segment assets: | | | | | | | | | |
| Fabricated Products | | $ | 434.4 | | | | $ | 403.8 | |
| Primary Aluminum | | | 87.8 | | | | | 62.3 | |
| Corporate and Other | | | 133.2 | | | | | 1,072.8 | |
| | | | | | | | | | |
| | | $ | 655.4 | | | | $ | 1,538.9 | |
| | | | | | | | | | |
| | | | | | | | | | | | | | | | | | |
| | | | | | | Predecessor | |
| | | Year Ended December 31, 2006 | | | | | | | |
| | | July 1, 2006
| | | | | | | | | | | |
| | | through
| | | | January 1, 2006
| | | Year Ended
| |
| | | December 31,
| | | | to
| | | December 31, | |
| | | 2006 | | | | July 1, 2006 | | | 2005 | | | 2004 | |
| Income taxes paid:(1) | | | | | | | | | | | | | | | | | |
| Fabricated Products — | | | | | | | | | | | | | | | | | |
| United States | | $ | — | | | | $ | .2 | | | $ | — | | | $ | — | |
| Canada | | | .7 | | | | | 1.0 | | | | 3.4 | | | | — | |
| | | | | | | | | | | | | | | | | | |
| | | $ | .7 | | | | $ | 1.2 | | | $ | 3.4 | | | $ | — | |
| | | | | | | | | | | | | | | | | | |
| | |
| (1) | | Income taxes paid excludesAssets in All Other primarily represents all of the Company’s cash and cash equivalents, derivative assets, net assets in respect of VEBA and net deferred income tax paid by discontinued operations of $18.9 in 2005 and $10.7 in 2004.assets. |
82
KAISER ALUMINUM CORPORATION AND SUBSIDIARY COMPANIES
| | | | | | | | | | | | | |
| | | Year Ended | | | Year Ended | | | Year Ended | |
| | | December 31, | | | December 31, | | | December 31, | |
| | | 2009 | | | 2008 | | | 2007 | |
| Income taxes paid: | | | | | | | | | | | | |
| United States | | $ | 4.0 | | | $ | 1.2 | | | $ | .8 | |
| Canada | | | 8.8 | | | | 5.2 | | | | 2.6 | |
| | | | | | | | | | |
| | | $ | 12.8 | | | $ | 6.4 | | | $ | 3.4 | |
| | | | | | | | | | |
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
Geographical information for net sales, based on country of origin, and long-lived assets follows:
| | | | | | | | | | | | | |
| | | Year Ended | | | Year Ended | | | Year Ended | |
| | | December 31, | | | December 31, | | | December 31, | |
| | | 2009 | | | 2008 | | | 2007 | |
| Net sales to unaffiliated customers: | | | | | | | | | | | | |
| Fabricated Products — | | | | | | | | | | | | |
| United States | | $ | 840.1 | | | $ | 1,242.9 | | | $ | 1,197.0 | |
| Canada | | | 57.0 | | | | 93.9 | | | | 101.3 | |
| | | | | | | | | | |
| | | | 897.1 | | | | 1,336.8 | | | | 1,298.3 | |
| | | | | | | | | | |
| | | | | | | | | | | | | |
| All Other — | | | | | | | | | | | | |
| United Kingdom | | | 89.9 | | | | 171.4 | | | | 206.2 | |
| | | | | | | | | | |
| | | | 89.9 | | | | 171.4 | | | | 206.2 | |
| | | | | | | | | | |
| | | $ | 987.0 | | | $ | 1,508.2 | | | $ | 1,504.5 | |
| | | | | | | | | | |
| | | | | | | | | | | | | | | | | | |
| | | | | | | Predecessor | |
| | | Year Ended December 31, 2006 | | | | | | | |
| | | July 1, 2006
| | | | | | | | | | | |
| | | through
| | | | January 1, 2006
| | | Year Ended
| |
| | | December 31,
| | | | to
| | | December 31, | |
| | | 2006 | | | | July 1, 2006 | | | 2005 | | | 2004 | |
| Net sales to unaffiliated customers: | | | | | | | | | | | | | | | | | |
| Fabricated Products — | | | | | | | | | | | | | | | | | |
| United States | | $ | 517.0 | | | | $ | 532.8 | | | $ | 836.1 | | | $ | 705.7 | |
| Canada | | | 50.2 | | | | | 58.1 | | | | 102.9 | | | | 103.6 | |
| | | | | | | | | | | | | | | | | | |
| | | | 567.2 | | | | | 590.9 | | | | 939.0 | | | | 809.3 | |
| | | | | | | | | | | | | | | | | | |
| Primary Aluminum — | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | |
| United States | | | — | | | | | — | | | | 2.6 | | | | — | |
| United Kingdom | | | 100.3 | | | | | 98.9 | | | | 148.1 | | | | 133.1 | |
| | | | | | | | | | | | | | | | | | |
| | | | 100.3 | | | | | 98.9 | | | | 150.7 | | | | 133.1 | |
| | | | | | | | | | | | | | | | | | |
| | | $ | 667.5 | | | | $ | 689.8 | | | $ | 1,089.7 | | | $ | 942.4 | |
| | | | | | | | | | | | | | | | | | |
94
KAISER ALUMINUM CORPORATION AND SUBSIDIARY COMPANIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
| | | | | | | | | |
| | | December 31, | | | December 31, | |
| | | 2009 | | | 2008 | |
| Long-lived assets:(1) | | | | | | | | |
| Fabricated Products — | | | | | | | | |
| United States | | $ | 323.2 | | | $ | 282.0 | |
| Canada | | | 10.9 | | | | 10.6 | |
| | | | | | | |
| | | | 334.1 | | | | 292.6 | |
| | | | | | | | | |
| All Other — | | | | | | | | |
| United States | | | 4.8 | | | | 4.1 | |
| | | | | | | |
| | | $ | 338.9 | | | $ | 296.7 | |
| | | | | | | |
| | | | | | | | | | |
| | | | | | | Predecessor
| |
| | | December 31,
| | | | December 31,
| |
| | | 2006 | | | | 2005 | |
| Long-lived assets:(1) | | | | | | | | | |
| Fabricated Products — | | | | | | | | | |
| United States | | $ | 155.6 | | | | $ | 204.0 | |
| Canada | | | 10.6 | | | | | 17.6 | |
| | | | | | | | | | |
| | | | 166.2 | | | | | 221.6 | |
| Primary Aluminum — | | | | | | | | | |
| United Kingdom | | | 18.6 | | | | | 12.6 | |
| Corporate and Other — | | | | | | | | | |
| United States | | | 4.1 | | | | | 2.1 | |
| | | | | | | | | | |
| | | $ | 188.9 | | | | $ | 236.3 | |
| | | | | | | | | | |
| | |
| (1) | | Long-lived assets includerepresent Property, plant, and equipment, net and Investments in and advances to unconsolidated affiliates.net. |
The aggregate foreign currency gaintransaction gains (losses) included in determining net income was immaterial for the years ended December 31, 2006, 20052009, 2008 and 2004.2007. Sales to the Company’s largest fabricated products customer accounted for sales of approximately 18%20%, 19%18%, and 18%15% of total revenue in 2006, 20052009, 2008, and 2004.2007, respectively. The loss of the customer would have a material adverse effect on the Company taken as a whole. However, in the Company’s opinion, the relationship between the customer and the Company is good and the risk of loss of the customer is remote. Export sales were less thanapproximately 10% of total revenue during the years ended December 31, 2006, 20052009, 2008 and 2004.2007.
16. Restructuring costs and other charges
Fourth Quarter 2008 Restructuring
In December 2008, the Company announced plans to close operations at its Tulsa, Oklahoma facility and significantly reduce operations at its Bellwood, Virginia facility. The Tulsa and the Bellwood facilities primarily produced, extruded rod and bar products sold principally to service centers for general engineering applications. The closing of operations and workforce reductions were a result of deteriorating economic and market conditions. Approximately 45 employees at the Tulsa, Oklahoma facility and 125 employees at the Bellwood, Virginia facility were affected. As a result, the Company incurred restructuring costs and other charges of $8.8 during the fourth quarter of 2008, of which $4.5 was related to involuntary employee terminations and $4.3 related to asset impairments. During 2009, the Company recorded additional charges of $.8 in connection with these restructuring efforts, consisting primarily of contract termination and facility shut-down costs. Approximately $.3 of such expense represented cash obligations, with the balance represented by non-cash charges. The restructuring efforts initiated during the fourth quarter of 2008 were substantially completed by the first quarter of 2007, 6,281,180 shares of2009. All restructuring costs and other charges in connection with the fourth quarter 2008 restructuring plans were incurred and recorded in the Company’s common stockFabricated Products segment.
Second Quarter 2009 Restructuring
In May 2009, the Company announced plans to further curtail operations at its Bellwood, Virginia facility to focus solely on drive shaft and seamless tube products and shut down the Bellwood, Virginia facility temporarily during the month of July 2009, in response to planned shutdowns in the automotive industry and continued weak economic and market conditions. In addition, the Company reduced its personnel in certain other locations in the quarter ended June 30, 2009, in an effort to streamline costs. Approximately 85 employees were soldaffected by existing stockholders pursuantthe reduction in force, principally at the Bellwood, Virginia location. In connection with the foregoing plans, the Company recorded restructuring costs and other charges of $4.6, of which $4.3 were related to involuntary employee terminations and other personnel cost, and $.3 were principally related to a registered offering.non-cash asset impairment. Of the personnel-related costs incurred, approximately $.8 represented incremental non-cash expense, in connection with the accelerated vesting of previously granted stock-based payments. The Company did not sell any sharesrestructuring efforts initiated during the second quarter of 2009 were substantially completed by the end of 2009.
Of the $4.6 restructuring costs and other charges incurred in connection with the second quarter 2009 restructuring plans, $3.7 were incurred and did not receive anyrecorded in the Company’s Fabricated Products segment, with the remaining $.9 incurred and reported in All Other.
8395
KAISER ALUMINUM CORPORATION AND SUBSIDIARY COMPANIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
proceeds The following table summarizes the activity relating to cash obligations arising from the offering.Company’s restructuring plans:
| | | | | | | | | | | | | |
| | | Employee | | | Facility- | | | | |
| | | Termination | | | Related | | | | |
| | | Costs | | | Costs | | | Total | |
| Restructuring obligations at December 31, 2007 | | $ | — | | | $ | — | | | $ | — | |
| Cash restructuring costs and other charges incurred in 2008 | | | 4.5 | | | | — | | | | 4.5 | |
| Cash payments in 2008 | | | — | | | | — | | | | — | |
| | | | | | | | | | |
| Restructuring obligations at December 31, 2008 | | | 4.5 | | | | — | | | | 4.5 | |
| Cash restructuring costs and other charges incurred in 2009 | | | 3.3 | | | | .5 | | | | 3.8 | |
| Cash payments in 2009 | | | (5.5 | ) | | | (.5 | ) | | | (6.0 | ) |
| | | | | | | | | | |
| Restructuring obligations at December 31, 2009 | | $ | 2.3 | | | $ | — | | | $ | 2.3 | |
| | | | | | | | | | |
17. Supplemental cash flow information
| | | | | | | | | | | | | |
| | | Year Ended | | | Year Ended | | | Year Ended | |
| | | December 31, | | | December 31, | | | December 31, | |
| | | 2009 | | | 2008 | | | 2007 | |
| Supplemental disclosure of cash flow information: | | | | | | | | | | | | |
| Interest paid | | $ | 2.0 | | | $ | .9 | | | $ | 6.2 | |
| | | | | | | | | | |
| Income taxes paid | | $ | 12.8 | | | $ | 6.4 | | | $ | 3.4 | |
| | | | | | | | | | |
| Supplemental disclosure of non-cash transactions: | | | | | | | | | | | | |
| Removal of transfer restrictions on common stock owned by Union VEBA (Note 9) | | $ | — | | | $ | — | | | $ | 92.8 | |
| | | | | | | | | | |
| Dividend declared and unpaid | | $ | — | | | $ | — | | | $ | 3.7 | |
| | | | | | | | | | |
| Recognition of deferred income tax assets and liabilities due to release of valuation allowance through equity | | $ | — | | | $ | — | | | $ | 343.0 | |
| | | | | | | | | | |
18. Subsequent events
The Union VEBACompany has evaluated events subsequent to December 31, 2009, to assess the need for potential recognition or disclosure in this Report. Such events were evaluated through February 23, 2010, the date these financial statements were issued. Based upon this evaluation, it was one ofdetermined that no subsequent events occurred that require recognition in the selling stockholdersfinancial statements and afterthat the offering, now owns approximately 26.7% offollowing items represent subsequent events that merit disclosure herein:
On January 15, 2010, the Company’s outstanding sharesBoard of Directors approved the declaration of a quarterly cash dividend of $.24 per common stock. Approximately 819,280share to stockholders of record at the shares sold byclose of business on January 25, 2010. Such amount was paid on or about February 12, 2010.
In connection with the renegotiation and entry of a labor agreement relating to the USW members at the Company’s Newark, Ohio and Spokane, Washington facilities on January 20, 2010, the Company agreed to extend its obligation to make an annual variable cash contribution to the Union VEBA were previously subject to an agreement with the Company that limited the Union VEBA’s ability to sell or otherwise transfer these shares. However, during the first quarter of 2007 the Union VEBA received approval from the Company to include such shares in the offering.
As more fully explained in Note 7, the 819,280 restricted shares were treated as a reduction of stockholders’ equity (at the $24.02 per share reorganization value) in the December 31, 2006 balance sheet similar to treasury stock. As a result of the relief of the restrictions, during the first quarter of 2007: (i) the 819,280 shares previously considered restricted will be added to VEBA assets at the approximate $58.19 per share realized by the Union VEBA (totaling $47.7); (ii) approximately $19.7 of the December 31, 2006 reduction in stockholders’ equity associated with the restricted shares will be removed and (iii) the difference between the two amounts (approximately $28 million) will increase stockholders’ equity.
Also, during the first quarter of 2007, the Company settled the $5.0 claim by the purchaser of the former Gramercy facility and Kaiser Jamaica Bauxite Company for a payment of $.1. The settlement was subject to approval by the Bankruptcy Court which was received in February 2007. The settlement of this matter will result in the recognition of a non-recurring, non-cash benefit of approximately $4.8 during the first quarter of 2007.
PREDECESSOR
| |
13. | Summary of Significant Accounting Policies |
The accompanying consolidated financial statements of the Predecessor were prepared on a “going concern” basis in accordance withSOP 90-7, and do not include the impacts of the Plan including adjustments relating to recorded asset amounts, the resolution of liabilities subject to compromise, or the cancellation of the interests of the Company’s pre-emergence stockholders.
In most instances, but not all, the accounting policies of the Predecessor were the same or similar to those of the Successor. Where accounting policies differed or the Predecessor applied methodologies differently to its financial statement information than that which is used in preparing and presenting Successor financial statement information, discussion has been added to this Report in the appropriate section of the Successor notes.
| |
14. | Reorganization Proceedings |
Background. Kaiser and 25 of its subsidiaries filed separate voluntary petitions in the Bankruptcy Court for reorganization under chapter 11 of the Code; the Company and 16 of its subsidiaries (the “Original Debtors”) filed in the first quarter of 2002 and nine additional subsidiaries (the “Additional Debtors”) filed in the first quarter of 2003. The Company and its subsidiaries continued to manage their businesses in the ordinary course asdebtors-in-possession subject to the control and administration of the Bankruptcy Court. The Original Debtors and the Additional Debtors are collectively referred to herein as the “Debtors”. For purposes of this Report the term “Filing Date” means with respect to any Debtor, the date on which such Debtor filed its chapter 11 proceeding.
The Original Debtors found it necessary to file the chapter 11 proceedings primarily because of liquidity and cash flow problems of the Company and its subsidiaries that arose in late 2001 and early 2002. The Company was facing significant near-term debt maturities at a time of unusually weak aluminum industry business conditions, depressed aluminum prices and a broad economic slowdown that was further exacerbated by the events of September 11, 2001. In addition, the Company had become increasingly burdened by asbestos litigation and growing legacy obligations for retiree medical and pension costs. The confluence of these factors created the prospect of continuing operating losses and negative cash flows, resulting in lower credit ratings and an inability to access the capital markets. The chapter 11 proceedings filed by the Additional Debtors were commenced, among other reasons, to protect the assets held by these Debtors against possible statutory liens that might have arisen and been enforced by the PBGC.30, 2017.
8496
KAISER ALUMINUM CORPORATION AND SUBSIDIARY COMPANIES
QUARTERLY FINANCIAL DATA (Unaudited)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)| | | | | | | | | | | | | | | | | |
| | | Quarter Ended | | | Quarter Ended | | | Quarter Ended | | | Quarter Ended | |
| | | March 31 | | | June 30 | | | September 30 | | | December 31 | |
2009 | | | | | | | | | | | | | | | | |
| Net sales | | $ | 265.9 | | | $ | 232.1 | | | $ | 252.0 | | | $ | 237.0 | |
| Costs of products sold | | | 225.6 | | | | 170.3 | | | | 188.3 | | | | 182.2 | |
| Lower of cost or market inventory write-down | | | 9.3 | | | | — | | | | — | | | | — | |
| Impairment of investment in Anglesey | | | .6 | | | | 1.2 | | | | — | | | | — | |
| Restructuring costs and other charges (benefits) | | | 1.2 | | | | 5.1 | | | | .1 | | | | (1.0 | ) |
| Gross Profit | | | 29.2 | | | | 55.5 | | | | 63.6 | | | | 55.8 | |
| Operating income | | | 7.2 | | | | 35.0 | | | | 42.6 | | | | 33.9 | |
| Net income | | | 3.8 | | | | 19.6 | | | | 23.0 | | | | 24.1 | |
| Earnings per share — Basic: | | | | | | | | | | | | | | | | |
| Net income per share | | | .19 | | | | .97 | | | | 1.14 | | | | 1.20 | |
| Earnings per share — Diluted: | | | | | | | | | | | | | | | | |
| Net income per share | | | .19 | | | | .97 | | | | 1.14 | | | | 1.19 | |
| Common stock market price: | | | | | | | | | | | | | | | | |
| High | | | 29.24 | | | | 37.41 | | | | 41.65 | | | | 43.59 | |
| Low | | | 16.36 | | | | 22.19 | | | | 29.76 | | | | 33.15 | |
| | | | | | | | | | | | | | | | | |
2008 | | | | | | | | | | | | | | | | |
| Net sales | | $ | 399.0 | | | $ | 413.5 | | | $ | 369.2 | | | $ | 326.5 | |
| Costs of products sold (1) | | | 308.5 | | | | 352.0 | | | | 383.7 | | | | 468.6 | |
| Gross Profit | | | 90.5 | | | | 61.5 | | | | (14.5 | ) | | | (142.1 | ) |
| Operating income (loss) | | | 68.1 | | | | 38.0 | | | | (36.5 | ) | | | (160.6 | ) |
| Net income (loss) | | | 39.1 | | | | 22.8 | | | | (22.1 | ) | | | (108.3 | ) |
| Earnings per share — Basic: (2) | | | | | | | | | | | | | | | | |
| Net income (loss) per share | | | 1.90 | | | | 1.11 | | | | (1.11 | ) | | | (5.56 | ) |
| Earnings per share — Diluted: (2) | | | | | | | | | | | | | | | | |
| Net income (loss) per share | | | 1.90 | | | | 1.11 | | | | (1.11 | ) | | | (5.56 | ) |
| Common stock market price: | | | | | | | | | | | | | | | | |
| High | | | 79.84 | | | | 76.46 | | | | 55.49 | | | | 43.00 | |
| Low | | | 56.67 | | | | 53.23 | | | | 41.89 | | | | 15.01 | |
Reorganizing Debtors; Entities Containing the Fabricated Products and Certain Other Operations. On February 6, 2006, the Bankruptcy Court entered an order (the “Confirmation Order”) confirming the Plan, On May 11, 2006, the District Court for the District of Delaware entered an order affirming the Confirmation Order and adopting the Bankruptcy Court’s findings of fact and conclusions of law regarding confirmation of the Plan. On July 6, 2006, the Plan became effective and was substantially consummated, whereupon the Company emerged from chapter 11.
Pursuant to the Plan, on the Effective Date, the pre-emergence ownership interests in the Company were cancelled without consideration and all material pre-petition claims against the Company and its remaining debtor subsidiaries, including claims in respect of debt, pension and postretirement medical obligations, and asbestos and other tort liabilities (totaling approximately $4.4 billion in the June 30, 2006 consolidated financial statements), were resolved as follows:
(a) Claims in Respect of Retiree Medical Obligations. Pursuant to settlements reached with representatives of hourly and salaried retirees:
| | |
| • | an aggregate of 11,439,900 shares of the Company’s Common Stock were delivered to the Hourly VEBA trust and entities that prior to the Effective Date acquired from the Union VEBA rights to receive a portion of such shares (see Note 7); |
|
| • | an aggregate of 1,940,100 shares of Common Stock were delivered to the Salaried Retiree VEBA trust and entities that prior to the Effective Date acquired from the Salaried Retiree VEBA rights to receive a portion of such shares (see Note 7); and |
|
| • | the Company became obligated to make certain contingent annual cash payments of up to $20.0 annually to the VEBAs that fluctuate based on earnings, adjusted for certain cash flow items (see Note 7). |
(b) Priority Claims and Secured Claims. All pre-petition priority claims, pre-petition priority tax claims and pre-petition secured claims were paid in full in cash.
(c) Unsecured Claims. With respect to pre-petition unsecured claims (other than the personal injury claims specified below):
| | |
| • | all pre-petition unsecured claims of the PBGC against the Company’s Canadian debtor affiliates were satisfied by the delivery of 2,160,000 shares of Common Stock and $2.5 in cash; and |
|
| • | all pre-petition general unsecured claims against the Company and its remaining debtor subsidiaries, other than Canadian debtor subsidiaries, including claims of the PBGC and holders of public debt, were satisfied by the issuance of 4,460,000 shares of Common Stock to a third-party disbursing agent, with such shares to be delivered to the holders of such claims in accordance with the terms of the Plan (to the extent that such claims do not constitute convenience claims that have been or will be satisfied with cash payments). Of such 4,460,000 shares of Common Stock, approximately 197,000 shares continue to be held by the third-party disbursing agent as a reserve pending resolution of disputed claims; to the extent a holder of a disputed claim is not entitled to shares reserved in respect of such claim, such shares will be distributed to holders of allowed claims. |
(d) Personal Injury Claims. Certain trusts (the “PI Trusts”) were formed to receive distributions from the Company, assume responsibility from the Company for personal injury liabilities (including those resulting from alleged pre-petition exposures to asbestos, silica and coal tar pitch volatiles and noise-induced hearing
85
KAISER ALUMINUM CORPORATION AND SUBSIDIARY COMPANIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
loss), and to make payments in respect of such personal injury claims. The Company contributed to the PI Trusts:
| | |
| • | the rights with respect to proceeds associated with personal injury-related insurance recoveries that were reflected on the Company’s financial statements at June 30, 2006 as a receivable having a value of $963.3 (see Note 21); |
|
| • | $13.0 in cash, less approximately $.3 advanced prior to the Effective Date, which was paid on the Effective Date; |
|
| • | the stock of a subsidiary whose primary assets was approximately 145 acres of real estate located in Louisiana and the rights as lessor under a lease agreement for such real property that produces modest rental income; and |
|
| • | 75% of a pre-petition general unsecured claim against one of the Company’s subsidiaries in the amount of $1.1 billion entitling certain of the PI Trusts to a share of the 4,460,000 shares of Common Stock distributed to unsecured claimholders. |
The PI Trusts assumed all liability and responsibility for the past, pending and future personal injury claims resulting from alleged pre-petition exposures to asbestos, silica and coal tar pitch volatile, and pending noise induced hearing loss personal injury claims. As of the Effective Date, injunctions were entered prohibiting any person from pursuing any claims against the Company or any of its affiliates in respect of such matters.
Cash payments on the Effective Date for priority and secured claims, payments to the PI Trusts, bank and professional fees totaled approximately $29.0 and were funded using existing cash resources.
Liquidating Debtors. As previously disclosed in prior periods, the Company generated net cash proceeds of approximately $686.8 from the sale of its interests in and related to Queensland Alumina Limited (“QAL”) and Alumina Partners of Jamaica (“Alpart”). The Company’s interests in and related to QAL and Alpart were owned by four of its debtor subsidiaries (the “Liquidating Subsidiaries”) that were subsidiary guarantors of one of the Company’s subsidiaries’ senior and senior subordinated notes. Throughout 2005, the proceeds were held in separate escrow accounts pending distribution to the creditors of the Liquidating Subsidiaries.
On December 20, 2005, the Bankruptcy Court entered an order confirming the two separate joint plans of liquidation (the “Liquidating Plans”) for the Liquidating Subsidiaries. On December 22, 2005, the Liquidating Plans became effective and all restricted cash and other assets held on behalf of or by the Liquidating Subsidiaries, consisting primarily of approximately $686.8 of net cash proceeds from the sale of interests in and related to QAL and Alpart, were transferred to a trustee for subsequent distribution to holders of claims against the Liquidating Subsidiaries in accordance with the terms of the Liquidating Plans. In connection with the Liquidating Plans, the Liquidating Subsidiaries were dissolved and their corporate existence was terminated.
When the Liquidating Plans became effective, substantially all amounts were to be paid to (or received by) the Company from/to the creditors of the Liquidating Subsidiaries pursuant to the Intercompany Settlement Agreement (the “Intercompany Agreement”), other than certain payments of alternative minimum tax paid by the Company. The Company expects to receive any amounts ultimately determined to be due from two of the Liquidating Subsidiaries (Kaiser Alumina Australia Corporation — “KAAC” and Kaiser Finance Corporation — “KFC”) under the liquidating plan for KAAC and KFC (hereafter referred to as the “KAAC/KFC Plan”) during the first half of 2007 in connection with the completion of its 2005 tax return (see Note 6). The Intercompany Agreement also resolved substantially all pre- and post-petition intercompany claims among the Debtors.
The effectiveness of the Liquidating Plans and the dissolution of the Liquidating Subsidiaries did not resolve a dispute between the holders of senior notes and the holders of senior subordinated notes regarding their respective entitlement to certain of the proceeds from the sales by the Liquidating Subsidiaries of interests in QAL and Alpart (the “Senior Note-Sub Note Dispute”). On December 22, 2005, the Bankruptcy Court issued a decision in
86
KAISER ALUMINUM CORPORATION AND SUBSIDIARY COMPANIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
connection with the Senior Note-Sub Note Dispute, finding (in favor of the senior notes) that the senior subordinated notes were contractually subordinate to the senior notes in regard to certain subsidiary guarantors (particularly the Liquidating Subsidiaries) and that certain parties were not due certain reimbursements. The Bankruptcy Court’s ruling has been appealed. The Company cannot predict, however, the ultimate resolution of the Senior Note-Sub Note Dispute on appeal, when any such resolution will occur, or what impact any such outcome will have on distributions to affected note holders under the Liquidating Plans. However, given the Company’s now completed emergence from the chapter 11, the Company does not have any continuing liability in respect of the Senior Note-Sub Note Dispute.
Classification of Liabilities as “Liabilities Not Subject to Compromise” Versus “Liabilities Subject to Compromise.” Liabilities not subject to compromise include the following:
(1) liabilities incurred after the date each entity filed for reorganization (i.e., its Filing Date);
(2) pre-Filing Date liabilities that were expected to be paid in full, including priority tax and employee claims and certain environmental liabilities; and
(3) pre-Filing Date liabilities that were approved for payment by the Bankruptcy Court and that were expected to be paid (in advance of a plan of reorganization) over the next twelve-month period in the ordinary course of business, including certain employee related items (salaries, vacation and medical benefits), claims subject to a currently existing collective bargaining agreements, and certain postretirement medical and other costs associated with retirees.
Liabilities subject to compromise refer to all other pre-Filing Date liabilities of the Debtors.
The amounts subject to compromise at June 30, 2006 and December 31, 2005 consisted of the following items:
| | | | | | | | | |
| | | Predecessor
| | | Predecessor
| |
| | | June 30,
| | | December 31,
| |
| | | 2006(1) | | | 2005(1) | |
| |
| Accrued postretirement medical obligation | | $ | 1,005.6 | | | $ | 1,017.0 | |
| Accrued asbestos and certain other personal injury liabilities (Note 21) | | | 1,115.0 | | | | 1,115.0 | |
| Assigned intercompany claims for benefit of certain creditors | | | 1,131.5 | | | | 1,131.5 | |
| Debt | | | 847.6 | | | | 847.6 | |
| Accrued pension benefits | | | 625.5 | | | | 626.2 | |
| Unfair labor practice settlement (Note 21) | | | 175.0 | | | | 175.0 | |
| Accounts payable | | | 31.6 | | | | 29.8 | |
| Accrued interest | | | 44.7 | | | | 44.7 | |
| Accrued environmental liabilities (Note 21) | | | 29.4 | | | | 30.7 | |
| Other accrued liabilities | | | 36.7 | | | | 37.2 | |
| Proceeds from sale of commodity interests | | | (654.6 | ) | | | (654.6 | ) |
| | | | | | | | | |
| | | $ | 4,388.0 | | | $ | 4,400.1 | |
| | | | | | | | | |
| | |
| (1) | | The above amounts exclude $73.5 at June 30, 2006 and $68.5 atCosts of products sold for the quarter ended December 31, 20052008 includes a lower of liabilities subject to compromise related to discontinued operations. Approximately $42.1cost or market inventory write-down of the excluded amounts at June 30, 2006$65.5, Impairment of investment in Anglesey of $37.8 and December 31, 2005 relate to a claim settled in the fourth quarterRestructuring costs and other charges of 2005 (see Note 15). The balance of the amounts at June 30, 2006 and December 31, 2005 were primarily accounts payable. |
87
KAISER ALUMINUM CORPORATION AND SUBSIDIARY COMPANIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
Reorganization Items. Reorganization items are expense or income items that were incurred or realized by the Company because it was in reorganization. These items include, but are not limited to, professional fees and similar types of expenses incurred directly related to the reorganization proceedings, loss accruals or gains or losses resulting from activities of the reorganization process, and interest earned on cash accumulated by the Debtors because they were not paying their pre-Filing Date liabilities. For the year ended December 31, 2006, 2005 and 2004 reorganization items were as follows:
| | | | | | | | | | | | | | | | | | |
| | | | | | | Predecessor | |
| | | Year Ended December 31, 2006 | | | | | | | |
| | | July 1, 2006
| | | | | | | | | | | |
| | | through
| | | | January 1, 2006
| | | | | | | |
| | | December 31,
| | | | to
| | | Year Ended December 31, | |
| | | 2006 | | | | July 1, 2006 | | | 2005 | | | 2004 | |
| Gain on plan implementation and fresh start | | $ | — | | | | $ | (3,110.3 | ) | | $ | — | | | $ | — | |
| Professional fees | | | — | | | | | 21.2 | | | | 35.2 | | | | 39.0 | |
| Interest income | | | — | | | | | (1.4 | ) | | | (2.1 | ) | | | (.8 | ) |
| Assigned intercompany claims for benefit of certain creditors | | | — | | | | | — | | | | 1,131.5 | | | | — | |
| Other | | | — | | | | | .2 | | | | (2.5 | ) | | | .8 | |
| | | | | | | | | | | | | | | | | | |
| | | $ | — | | | | $ | (3,090.3 | ) | | $ | 1,162.1 | | | $ | 39.0 | |
| | | | | | | | | | | | | | | | | | |
At June 30, 2006, approximately $15.0 of professional fees were accrued (included in Other accrued liabilities) pending Bankruptcy Court approval to pay such amounts. Approximately $2.0 of the professional fees had not been paid as of December 31, 2006. It is anticipated that legal and certain other costs related to the Company’s emergence from chapter 11 will continue for a period of time after the Effective Date and such costs, when incurred, will be included in Selling, administrative, research and development, and general expenses. Additionally, certain professionals were contractually due certain “success” fees due upon the Company’s emergence from chapter 11 and Bankruptcy Court approval. Approximately $5.0 of such amounts were borne by the Company and were recorded by the Predecessor in connection with emergence and fresh start accounting. The $5.0 was paid in January 2007.
Financial Information. SOP 90-7 requires separate disclosure of Debtors and non-Debtors amounts. Substantially all of the financial information at December 31, 2005 and for the two years then ended included in the consolidated financial statements relates to the Debtors or non-Debtors discontinued operations. As a result, condensed combined balance sheet information of the non-Debtor subsidiaries included in the consolidated financial statements as of December 31, 2005 and condensed combined income statement and cash flows information of the non-Debtor subsidiaries for the two years then ended is not presented because such amounts were not significant.
| |
15. | Discontinued Operations |
As part of the Company’s plan to divest certain of its commodity assets, as more fully discussed in Note 13, the Company sold its interests in and related to Alpart, the Company’s Gramercy, Louisiana alumina refinery (“Gramercy”), Kaiser Jamaica Bauxite Company (“KJBC”), Volta Aluminium Company Limited (“Valco”), and the Company’s Mead, Washington aluminum smelter and certain related property (the “Mead Facility”) in 2004 and QAL in April 2005. All of the foregoing commodity assets are collectively referred to as the “Commodity Interests”. In accordance with Statement of Financial Accounting Standards No. 144,Accounting for the Impairment or Disposal of Long-Lived Assets(“SFAS No. 144”), the assets, liabilities, operating results and gains from sale of the Commodity Interests have been reported as discontinued operations in the accompanying financial statements.
88
KAISER ALUMINUM CORPORATION AND SUBSIDIARY COMPANIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
The following recaps key information in respect of the disposition of commodity interests.
| | |
| • | On April 1, 2005, the Company sold its interests in and related to QAL for net cash proceeds totaling approximately $401.4. The buyer also assumed the Company’s obligations for approximately $60.0 of QAL debt and the Company’s obligation to pay its proportionate share (20%) of debt, operating expenses and certain other costs of QAL. In connection with the sale, the Company also paid a termination fee of $11.0. After considering transaction costs (including the termination fee and a $7.7 deferred charge associated with aback-up bid fee), the transaction resulted in a gain, net of estimated income tax of $7.9, of approximately $366.2. As described in Note 14, a substantial majority of the proceeds from the sale of the Company’s interests in and related to QAL were held in escrow for the benefit of the creditors under the liquidating trust for the KAAC/KFC Plan until the KAAC/KFC Plan was confirmed by the Bankruptcy Court and became effective in December 2005.$8.8. |
| |
| (2) | • | On July 1, 2004, with Bankruptcy Court approval,As described more fully in Note 14 of Notes to Consolidated Financial Statements above, the Company completedhas retrospectively adjusted its earnings per share for each quarter in 2008 to apply the saletwo-class method of its interestsdetermining earnings per share. The data presented in this table reflect the application of such methodology. See Note 1 of Notes to Consolidated Financial Statements included in Item 8. “Financial Statements and related to AlpartSupplementary Data” for $315.0. The transaction resulted in a pre-tax gain of approximately $101.6. Offsetting the cash proceeds were approximately $14.5 of payments made by the Company to fund the prepaymentimpact of the Company’s share of the Alpart-related debt and $3.3 of transaction-related costs. The balance of the proceeds were held in escrow primarily for the benefit of certain creditors as provided in the Alpart Jamaica Inc. (“AJI”) and Kaiser Jamaica Corporation (“KJC”), two of the Company’s subsidiaries, joint plan of liquidation (the “AJI/KJC Plan”). A net benefit of approximately $1.6 was recorded in December 2004 in respect of the Alpart-related purchase price adjustments. Such amounts were collected during the second quarter of 2005. |
|
| • | In October 2004, with Bankruptcy Court approval, the Company sold its interests in and related to the Gramercy facility and KJBC. Net proceeds from the sale were approximately $23.0. The transaction was completed at an amount approximating its remaining book value (after a 2003 non-cash impairment charge of approximately $368.0). A substantial portion of the proceeds was used to satisfy transaction related costs and obligations. |
|
| • | In October 2004, with Bankruptcy Court approval, the Company completed the sale of its interests in and related to Valco with the Government of Ghana (“GoG”). The Company collected $18.0 ($13.0 in October 2004 and $5.0 in December 2003), The Company funded certain end of service benefits of Valco employees (totaling approximately $9.8). As a result, at closing there was no material gain or lossretrospective application on disposition. However, in the first quarter of 2004, the Company had recorded a non-cash impairment charge of $31.8 to reduce the carrying value of its interests in and related to Valco to the amount of the expected proceeds |
|
| • | In June 2004, with Bankruptcy Court approval, the Company completed the sale of the Mead Facility for approximately $7.4 plus assumption of certain site-related liabilities. The sale resulted in net proceeds of approximately $6.2 and a pre-tax gain of approximately $23.4. The pre-tax gain includes the impact from the sale of certain non-operating land in the first quarter of 2004 that was adjacent to the Mead Facility. The pre-tax gain on the sale of this property had been deferred pending the finalization of the sale of the Mead Facility and transfer of the site-related liabilities. Proceeds from the sale of the Mead Facility totaling $4.0 were held in escrow as Restricted proceeds from sale of commodity interests until the value of the secured claim of the holders of the 7.6% solid waste disposal revenue bonds was determined by the Bankruptcy Court. The remaining obligations were ultimately resolved in connection with the Plan.2008. |
Under SFAS No. 144, only those assets, liabilities and operating results that are being sold or discontinued are treated as “discontinued operations”. In the case of the sale of Gramercy and the Mead Facility, the buyers did not assume such items as accrued workers compensation, pension or postretirement benefit obligations in respect of the former employees of these facilities. As discussed more fully in Note 14, these retained obligations were resolved in the context of the Plan.
89
KAISER ALUMINUM CORPORATION AND SUBSIDIARY COMPANIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
As previously disclosed during the fourth quarter of 2005, the official committee of unsecured creditors (the “UCC”) negotiated a settlement with a third party that had asserted an approximate $67.0 claim for damages against Kaiser Bauxite Company (“KBC”) for rejection of a bauxite supply agreement. Pursuant to the settlement, among other things, the Company agreed to (a) allow the third party an unsecured pre-petition claim in the amount of $42.1, (b) substantively consolidate KBC with certain of the other debtors solely for the purpose of treating that claim, and any other pre-petition claim of KBC, under the Plan and (c) modify the Plan to implement the settlement. In consideration of the settlement, the third party, among other things, agreed to not object to the Plan. The settlement was approved by the Bankruptcy Court in January 2006 and the Company recorded a charge of $42.1 in the fourth quarter of 2005 in Discontinued operations and reflected an increase in Discontinued operations liabilities subject to compromise by the same amount.
The carrying amounts of the liabilities in respect of the Company’s interest in and related to the sold Commodity Interests as of December 31, 2005 are shown separately in the accompanying Consolidated Balance Sheets. Income statement information in respect of the Company’s interest in and related to the sold Commodity Interests for the years ended December 31, 2006, 2005 and 2004 are included in income from discontinued operations was as follows:
| | | | | | | | | | | | | | | | | | |
| | | | | | | Predecessor | |
| | | Year Ended December 31, 2006 | | | | | | | |
| | | July 1, 2006
| | | | | | | | | | | |
| | | through
| | | | January 1, 2006
| | | | | | | |
| | | December 31,
| | | | to
| | | Year Ended December 31, | |
| | | 2006 | | | | July 1, 2006 | | | 2005 | | | 2004 | |
| Net sales | | $ | — | | | | $ | — | | | $ | 42.9 | | | $ | 546.2 | |
| Operating income (loss) | | | — | | | | | (3.2 | ) | | | (20.0 | ) | | | (6.2 | ) |
| Gain on sale of commodity interests | | | — | | | | | — | | | | 366.2 | | | | 126.6 | |
| Income before income taxes and minority interests | | | — | | | | | 4.3 | | | | 364.1 | | | | 122.5 | |
| Net income | | | — | | | | | 4.3 | | | | 363.7 | | | | 121.3 | |
During the second quarter of 2006, the Company recorded a $5.0 charge as a result of an agreement between the Company and the Bonneville Power Administration (“BPA”) related to a rejected electric power contract (see Note 21). This amount is included in Discontinued operations for the period from January 1, 2006 to July 1, 2006.
During the first quarter of 2006, the Company received a $7.5 payment from an insurer in settlement of certain residual claims the Company had in respect of a 2000 incident at its Gramercy, Louisiana alumina refinery (which was sold in 2004). This amount is included in Discontinued operations for the period from January 1, 2006 to July 1, 2006.
Operating activity during the year ended December 31, 2005 consisted almost exclusively of the Company’s interests in and related to QAL, which was sold in April 2005, and related hedging activity. Operating activities during the year ended December 31, 2004 consisted almost exclusively of the Company’s investments in and related to QAL and Alpart, which was sold in July 2004, and related hedging activity. Operating activities in 2004 to a lesser degree included the Company’s investments in and related to Gramercy and the Mead facility.
| |
16. | Property, Plant and Equipment |
In the ordinary course of business, the Company sold non-operating real estate and certain miscellaneous equipment for total proceeds of approximately $1.9. These transactions resulted in pre-tax gains of $1.8 (included in Other income (expense) — see Note 1). Also, see Note 15 for a recap of the disposition of Commodity Interests during 2005 and 2004.
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KAISER ALUMINUM CORPORATION AND SUBSIDIARY COMPANIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
| |
17. | Debt and Credit Facilities |
On February 1, 2006, and again on May 11, 2006, the Bankruptcy Court approved amendments to the Company’s Secured Super-PriorityDebtor-In-Possession Revolving Credit and Guaranty Agreement (the “DIP Facility”) extending its expiration date ultimately to the earlier of the Company’s emergence from chapter 11 or August 31, 2006. The DIP Facility terminated on the Effective Date.
Under the DIP Facility, which provided for a secured, revolving line of credit, the Company and certain of its subsidiaries were able to borrow amounts by means of revolving credit advances and to have issued letters of credit (up to $60.0) in an aggregate amount equal to the lesser of $200.0 or a borrowing base comprised of eligible accounts receivable, eligible inventory and certain eligible machinery, equipment and real estate, reduced by certain reserves, as defined in the DIP Facility agreement. At June 30, 2006, there were no outstanding borrowings under the DIP Facility and there were outstanding letters of credit of approximately $17.7 (which on the Effective Date were converted to outstanding letters of credit under the Revolving Credit Facility).
The DIP Facility, which was implemented during the first quarter of 2005, replaced a post-petition credit facility (the “Replaced Facility”) that the Company and one of its subsidiaries entered into on February 12, 2002. The Replaced Facility was amended a number of times during its term as a result of, among other things, reorganization transactions, including disposition of the Company’s Commodity Interests.
During the first quarter of 2005, the Company deposited cash of $13.3 as collateral for the Replaced Facility’s letters of credit and deposited approximately $1.7 of collateral with the Replaced Facility’s lenders until certain other banking arrangements were terminated. As of June 30, 2006, all of the collateral for the Replaced Facility’s letters of credit and the collateral for other certain banking arrangements (of which $1.5 was received during 2006) had been refunded to the Company.
For the six months ended June 30, 2006, the income tax provision for continuing operations included a foreign income tax provision of approximately $7.0. The income tax provision for continuing operations related primarily to foreign income taxes. The six months ended June 30, 2006 include an approximate $1.0 benefit associated with a U.S. income tax refund. While the Company considered the July 2006 emergence from chapter 11 for purposes of estimating impacts on the effective tax rate, the Company’s provisions for income taxes as of June 30, 2006 did not include any direct impacts from the Company’s emergence from chapter 11. Such impacts are reflected in periods following emergence as more fully discussed in Note 6.
In connection with the sale of the Company’s interests in and related to QAL, the Company made payments totaling approximately $8.5 for AMT in the United States (approximately $8.0 of Federal AMT and approximately $.5 of state AMT). Such payments were made in the fourth quarter of 2005. Upon completion of the Company’s 2005 Federal income tax return, the Company determined that approximately $1.0 of AMT was overpaid and was refundable. The Company applied for the refund in the 2005 Federal income tax return filed in September 2006 and received the refund in October 2006. The Company believes that remainder of the Federal AMT amounts paid in respect of the sale of interests should, in accordance with the Intercompany Agreement, be reimbursed to the Company from the funds held by the liquidating trustee for the KAAC/KFC Plan. A claim was made in January 2007 for $7.2. However, at this point, as this has yet to be agreed, the Company has not recorded a receivable for the amount. The Company expects to resolve the matter in the second quarter of 2007.
| |
19. | Employee Benefit and Incentive Plans |
The Company and its subsidiaries historically provided (a) postretirement health care and life insurance benefits to eligible retired employees and their dependents and (b) pension benefit payments to retirement plans. Substantially all employees became eligible for health care and life insurance benefits if they reached retirement age while still working for the Company or its subsidiaries. The Company did not fund the liability for these
91
KAISER ALUMINUM CORPORATION AND SUBSIDIARY COMPANIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
benefits, which were expected to be paid out of cash generated by operations. The Company reserved the right, subject to applicable collective bargaining agreements, to amend or terminate these benefits. Retirement plans were generally non-contributory for salaried and hourly employees and generally provided for benefits based on formulas which considered such items as length of service and earnings during years of service.
In January 2004, the Company filed motions with the Bankruptcy Court to terminate or substantially modify postretirement medical obligations for both salaried and certain hourly employees and for the distressed termination of substantially all domestic hourly pension plans. The Company subsequently concluded agreements with a committee appointed in the Company’s reorganization proceedings that represented salaried employees and union representatives that represented the vast majority of the Company’s hourly employees. The agreements provided for the termination of existing salaried and hourly postretirement medical benefit plans, and the termination of existing hourly pension plans. Under the agreements, salaried and hourly retirees were provided an opportunity for continued medical coverage through COBRA or the VEBAs and active salaried and hourly employees were provided with an opportunity to participate in one or more replacement pension plansand/or defined contribution plans. The agreements were approved by the Bankruptcy Court, but were subject to certain conditions, including Bankruptcy Court approval of the Intercompany Agreement in a form acceptable to the Debtors and UCC.
On June 1, 2004, the Bankruptcy Court entered an order, subject to certain conditions including final Bankruptcy Court approval of the Intercompany Agreement, authorizing the Company to terminate its postretirement medical plans as of May 31, 2004 and to make advance payments to the VEBAs. As previously disclosed, pending the resolution of all contingencies in respect of the termination of the existing postretirement medical benefit plan, during the period June 1, 2004 through December 31, 2004, the Company continued to accrue costs based on the existing plan and treated the VEBA contributions as a reduction of its liability under the plan. However, because the Intercompany Agreement was approved in February 2005 and all other contingencies had already been met, the Company determined that the existing postretirement medical plan should be treated as terminated as of December 31, 2004.
The PBGC assumed responsibility for the Company’s three largest pension plans, which represented the vast majority of the Company’s net pension obligation including the Company’s Salaried Employees Retirement Plan (in December 2003), the Inactive Pension Plan (in July 2004) and the Kaiser Aluminum Pension Plan (in September 2004), collectively referred to as the Terminated Plans (see Note 8). The PBGC’s assumption of the Terminated Plans resulted in the Company recognizing non-cash pension charges of approximately $121.2 in 2003 and $310.0 in 2004. Pursuant to the agreement with the PBGC, the Company and the PBGC agreed, among other things, that: (a) the Company would continue to sponsor the Company’s remaining pension plans (which primarily are in respect of hourly employees at four Fabricated products facilities) and paid approximately $5.0 minimum funding contribution for these plans in March 2005; (b) the PBGC would have an allowed post-petition administrative claim of $14.0, which was expected to be paid upon the consummation of a plan of reorganization for the Company or the consummation of the KAAC/KFC Plan, whichever came first; and (c) the PBGC would have allowed pre-petition unsecured claims in respect of the Terminated Plans in the amount of $616.0, which would be resolved in the Company’s plan or plans of reorganization provided that the PBGC’s cash recovery from proceeds of the Company’s sale of its interests in and related to Alpart and QAL was limited to 32% of the net proceeds distributable to holders of the Company’s senior notes, senior subordinated notes and the PBGC. However, certain contingencies arose in respect of the settlement with the PBGC which were ultimately resolved in the Company’s favor. See Note 8 —Resolution of Contingencies with respect to the PBGC.
Cash Flow and Charges
Domestic Plans. During the first three years of the chapter 11 proceedings, the Company did not make any further significant contributions to any of its domestic pension plans. However, as discussed above in connection with the PBGC settlement agreement, which was approved by the Bankruptcy Court in January 2005, the Company paid approximately $5.0 in March 2005 and approximately $1.0 in July 2005 in respect of minimum funding
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KAISER ALUMINUM CORPORATION AND SUBSIDIARY COMPANIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
contributions for retained pension plans and paid $11.0 in respect of post-petition administrative claims of the PBGC when the KAAC/KFC Plan became effective in December 2005. An additional $3.0 was pending the resolution of the ongoing litigation with the PBGC (see Note 8). Any other payments to the PBGC were limited to recoveries under the Liquidating Plans and the Plan.
Prior to the Effective Date, the Company agreed to make the following contributions to the VEBAs:
a) an amount not to exceed $36.0 and payable on emergence from the chapter 11 proceedings so long as the Company’s liquidity (i.e., cash plus borrowing availability) was at least $50.0 after considering such payments; and
b) advances of $3.1 in June 2004 and $1.9 per month thereafter until the Company emerged from the chapter 11 proceedings. Any advances made pursuant to such agreement constitute a credit toward the $36.0 maximum contribution due upon emergence.
In October 2004, the Company entered into an amendment to the USW agreement (see Note 21) to pay an additional $1.0 to the VEBAs in excess of the originally agreed $36.0 contribution described above, which amount was paid in March 2005. Under the terms of the amended agreement, the Company was required to continue to make the monthly VEBA contributions as long as it remained in chapter 11, even if the sum of such monthly payments exceeded the $37.0 maximum amount discussed above. The monthly amounts paid during the chapter 11 process in excess of the $37.0 limit will offset future variable contribution requirements after emergence. The amended agreement was approved by the Bankruptcy Court in February 2005. VEBA-related payments prior to the Effective Date totaled approximately $49.7. As a result, $12.7 is available to the Company to offset future VEBA contributions of the Successor (see Note 7).
Total charges associated with the VEBAs in 2006 prior to the Effective Date and the year ended December 31, 2005 were $11.4 and $23.8, respectively. These amounts were reflected as a reduction of Liabilities subject to compromise.
Key Employee Retention Plan. Under the KERP, approved by the Bankruptcy Court in September 2002, financial incentives were provided to retain certain key employees during the chapter 11 proceedings. The KERP included six key elements: a retention plan, a severance plan, a change in control plan, a completion incentive plan, the continuation for certain participants of an existing SERP and a long-term incentive plan. Under the KERP:
| | |
| • | Pursuant to the retention plan, retention payments were paid between September 2002 and March 31, 2004, except that 50% of the amounts payable to certain senior officers were withheld until the Company’s emergence from chapter 11 proceedings or as otherwise agreed pursuant to the KERP (see Note 7). |
|
| • | The severance and change in control plans generally provided for severance payments of between nine months and three years of salary and certain benefits, depending on the facts and circumstances and the level of employee involved (see Note 7). |
|
| • | The completion incentive plan lapsed without any amounts being due. |
|
| • | The SERP generally provided additional non-qualified pension benefits for certain active employees at the time that the KERP was approved, who would suffer a loss of benefits based on Internal Revenue Code limitations, so long as such employees were not subsequently terminated for cause or voluntarily terminated their employment prior to reaching their retirement age. The Successor’s board of directors terminated the SERP and funded payments totaling $2.3. Such amounts had been fully accrued by the Predecessor and were included in the Successor’s opening balance sheet. |
|
| • | The long-term incentive plan generally provided for incentive awards to key employees based on an annual cost reduction target. Payment of such long-term incentive awards generally will be made: (a) 50% upon emergence and (b) 50% one year from the date the Debtors emerged from the chapter 11 proceedings. At December 31, 2006, approximately $3.4 which was previously accrued by the Predecessor remained in |
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KAISER ALUMINUM CORPORATION AND SUBSIDIARY COMPANIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
| | |
| | current liabilities in respect of the KERP long-term incentive plan which will be paid in February 2007 by the Successor. |
Foreign Plans. Contributions to foreign pension plans (excluding those that are considered part of discontinued operations — see Note 15) were nominal.
Kaiser Aluminum & Chemical Corporation, one of the Company’s subsidiaries, had four series of $100 par value Cumulative Convertible Preference Stock (“$100 Preference Stock”) outstanding with annual dividend requirements of between 41/8% and 43/4%. At December 31, 2005, outstanding shares of $100 Preference Stock were 8,669. In accordance with the Code and DIP Facility, the Company was not permitted to repurchase or redeem any of its stock. Further, the equity interests of the holders of the $100 Preference Stock were cancelled without consideration pursuant to the Plan.
| |
21. | Commitments and Contingencies |
Impact of Reorganization Proceedings. During the chapter 11 proceedings, substantially all pending litigation, except certain environmental claims and litigation, against the Debtors was stayed. Generally, claims against a Debtor arising from actions or omissions prior to its Filing Date were resolved pursuant to the Plan.
Environmental Contingencies. The Company and one of its subsidiaries were subject to a number of environmental laws and regulations, to fines or penalties assessed for alleged breaches of the environmental laws, and to claims and litigation based upon such laws and regulations. The Company was also subject to a number of claims under the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended by the Superfund Amendments Reauthorization Act of 1986 (“CERCLA”), and, along with certain other entities, was named as a potentially responsible party for remedial costs at certain third-party sites listed on the National Priorities List under CERCLA.
Based on the Company’s evaluation of these and other environmental matters, the Company established an environmental accrual, primarily related to potential solid waste disposal and soil and ground water remediation matters. The following table presents the changes in such accruals, which are primarily included in Long-term liabilities, for the period from January 1, 2006 to July 1, 2006 and the years ended December 31, 2005 and 2004:
| | | | | | | | | | | | | |
| | | January 1, 2006
| | | Year Ended
| |
| | | to
| | | December 31, | |
| | | July 1, 2006 | | | 2005 | | | 2004 | |
| |
| Balance at beginning of period | | $ | 46.5 | | | $ | 58.3 | | | $ | 82.5 | |
| Additional accruals | | | .3 | | | | .5 | | | | 8.4 | |
| Less expenditures | | | (7.0 | ) | | | (12.3 | ) | | | (32.6 | ) |
| Less amounts resolved in connection with the Plan | | | (29.4 | ) | | | — | | | | — | |
| | | | | | | | | | | | | |
| Balance at end of period | | $ | 10.4 | | | $ | 46.5 | | | $ | 58.3 | |
| | | | | | | | | | | | | |
As of June 30, 2006 and December 31, 2005 $29.4 and $30.7, respectively, of the environmental accrual was included in Liabilities subject to compromise (see Note 14). These amounts related to non-owned locations and were resolved as part of the Plan.
Asbestos and Certain Other Personal Injury Claims. The Company was one of many defendants in a number of lawsuits, some of which involved claims of multiple persons, in which the plaintiffs allege that certain of their injuries were caused by, among other things, exposure to asbestos or exposure to products containing asbestos produced or sold by the Company or as a result of employment or association with the Company. The lawsuits generally related to products the Company had not sold for more than 20 years. As of the initial Filing Date,
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KAISER ALUMINUM CORPORATION AND SUBSIDIARY COMPANIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
approximately 112,000 asbestos-related claims were pending. The Company also previously disclosed that certain other personal injury claims had been filed in respect of alleged pre-Filing Date exposure to silica and coal tar pitch volatiles (approximately 3,900 claims and 300 claims, respectively).
Due to the reorganization proceedings, holders of asbestos, silica and coal tar pitch volatile claims were stayed from continuing to prosecute pending litigation and from commencing new lawsuits against the Debtors. As a result, the Company did not make any asbestos payments (or other payments) during the pendency of the reorganization proceedings. However, the Company continued to pursue insurance collections in respect of asbestos-related amounts paid prior to its Filing Date and, as described below, to negotiate insurance settlements and prosecute certain actions to clarify policy interpretations in respect of such coverage.
While a formal estimation process was never completed, the Company believed it had obtained sufficient information to project a range of likely asbestos and other tort-related costs. The Company estimated that its total liability for asbestos, silica and coal tar pitch volatile personal injury claims was expected to be between approximately $1,100.0 and $2,400.0. However, as previously disclosed, the Company did not think that other constituents would necessarily agree with this cost range. In particular, the Company was aware that certain informal assertions made by representatives for the asbestos, silica and coal tar pitch volatiles claimants suggested that the actual liability might exceed, perhaps significantly, the top end of the Company’s expected range. While the Company could not reasonably predict what the ultimate amount of such claims might be determined to be, the Company believed that the minimum end of the range was both probable and reasonably estimatable. Accordingly, the Company reflected an accrued liability of $1,115.0 for the minimum end of the expected range. All of such amounts (which were included in Liabilities subject to compromise) were resolved as a part of the Plan (see Note 14).
As previously disclosed, the Company believed it had insurance coverage available that would recover a substantial portion of its asbestos-related costs. However, the timing and amount of future insurance recoveries were dependent on the resolution of disputes regarding coverage under certain of the applicable insurance policies through the process of negotiations or further litigation. The Company previously stated that it believed that substantial recoveries from the insurance carriers were probable and had estimated the amount of remaining solvent insurance coverage (before considering the contingent settlement agreements discussed below) to be in the range of $1,400.0 — $1,500.0. Further, the Company previously disclosed that, assuming that actual asbestos, silica and coal tar pitch volatile costs were to be the $1,115.0 amount accrued (as discussed above) the Company believed that it would be able to recover from insurers amounts totaling approximately $965.0, which amount was reflected as “Personal injury-related insurance recoveries receivable” (reduced to $963.3 at June 30, 2006 due to certain subsequent recoveries).
Throughout the reorganization process, the Company continued its efforts with insurers to make clear the amount of insurance coverage expected to be available in respect of asbestos, silica and coal tar pitch personal injury claims. Part of such efforts focused on certain litigation in San Francisco Superior Court. The Company’s efforts in this regard were also intended to provide certainty as to the amounts available to the PI Trusts and to resolve certain appeals by insurers to the confirmation order in respect of the Plan.
During the latter half of 2005 and the first half of 2006, the Company entered into conditional settlement agreements with insurers (all of which were approved by the Bankruptcy Court) under which the insurers agreed (in aggregate) to pay approximately $1,246.0 in respect of substantially all coverage under certain policies having a combined face value of approximately $1,460.0. Many of the agreements provided for multi-year payouts and for some of the settlement amounts to be accessed, claims would have to be made against the PI Trusts that would aggregate well in excess of the approximate $1,115.0 liability amount reflected by the Company at June 30, 2006. There are no remaining policies that are expected to yield any material amounts for the benefit of the Company or the PI Trusts.
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KAISER ALUMINUM CORPORATION AND SUBSIDIARY COMPANIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
The Company did not provide any accounting recognition for the conditional settlement agreements in the June 30, 2006 financial statements given: (1) the conditional nature of the settlements; (2) the fact that, if the Plan did not become effective as of June 30, 2006, the Company’s interests with respect to the insurance policies covered by the agreements were not impaired in any way; and (3) the Company believed that collection of the approximate $963.3 amount of Personal injury-related insurance recovery receivable was probable even if the conditional agreements were ultimately approved.
Hearing Loss Claims. During February 2004, the Company reached a settlement in principle in respect of 400 claims, which alleged that certain individuals who were employees of the Company, principally at a facility previously owned and operated by KACC in Louisiana, suffered hearing loss in connection with their employment. Under the terms of the settlement, the claimants were allowed claims totaling up to $15.8 (included in Liabilities subject to compromise, Other accrued liabilities — see Note 14). At emergence, these claims were transferred to the PI Trusts along with certain rights against certain insurance policies of the Company. While the Company believed that the insurance policies were of value, no amounts were reflected in the Company’s financial statements in respect of such policies as the Company could not with the level of certainty necessary determine the amount of recoveries that were probable.
During the chapter 11 proceedings, the Company received approximately 3,200 additional proofs of claim alleging pre-petition injury due to noise induced hearing loss. It was never determined how many, if any, of such claims had merit or at what level such claims might qualify within the parameters established by the above-referenced settlement in principle for the 400 claims. However, under the Plan all such claims were transferred, along with certain rights against certain insurance policies, to the PI Trusts and resolved in that manner rather than being settled prior to the Company’s emergence from the chapter 11 proceedings.
Labor Matters. In January 2004, as part of its settlement with the USW with respect to pension and retiree medical benefits, the Company and the USW agreed to settle a case pending before the National Labor Relations Board in respect of certain unfair labor practice (“ULP”) claims made by the USW in connection with a 1998 USW strike and subsequent lock-out by the Company. Under the terms of the agreement, solely for the purposes of determining distributions in connection with the reorganization, an unsecured pre-petition claim in the amount of $175.0 was allowed. Also, the Company agreed to adopt a position of neutrality regarding the unionization of any employees of the Company. The settlement was approved by the Bankruptcy Court in February 2005. The Company recorded a $175.0 non-cash charge in the fourth quarter of 2004 associated with the ULP settlement. The obligations in respect of the ULP claim were resolved on the Effective Date.
Pacific Northwest Power Matters. As a part of the reorganization process, the Company rejected a contract with the BPA that provided power to fully operate the Trentwood facility, as well as approximately 40% of the combined capacity of the Company’s former Mead and Tacoma aluminum smelting operations, which had been curtailed since the last half of 2000. The BPA filed a proof of claim for approximately $75.0 in connection with the contract rejection. In June 2006, the Bankruptcy Court approved an agreement between the Company and the BPA which resolved the claim by granting the BPA an unsecured pre-petition claim totaling approximately $6.1 (i.e., $5.0 in addition to $1.1 of previously accrued pre-petition accounts payable). The Company recorded a non-cash charge for the incremental $5.0 amount in the second quarter of 2005 (in Discontinued operations — see Note 15). This claim was resolved as a part of the Plan and has no impact on the Successor.
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KAISER ALUMINUM CORPORATION AND SUBSIDIARY COMPANIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
QUARTERLY FINANCIAL DATA (Unaudited)
| | | | | | | | | | | | | | | | | | | | | | |
| | | Predecessor | | | | | | | | |
| | | Quarter Ended
| | | Quarter Ended
| | | | | | | July 1 through
| | | Quarter Ended
| |
| | | March 31, | | | June 30, | | | July 1, | | | | September 30, | | | December 31, | |
| | | (In millions of dollars, except share amounts) | |
| 2006 | | | | | | | | | | | | | | | | | | | | | |
| Net sales | | $ | 336.3 | | | $ | 353.5 | | | $ | — | | | | $ | 331.4 | | | $ | 336.1 | |
| Operating income (loss) | | | 44.0 | | | | 8.4 | | | | — | | | | | 21.7 | | | | 26.6 | |
| Income (loss) from continuing operations | | | 31.1 | | | | .5 | | | | 3,105.3 | (1) | | | | 14.3 | | | | 11.9 | |
| Income (loss) from discontinued operations | | | 7.3 | | | | (3.0 | ) | | | — | | | | | — | | | | — | |
| Net income (loss) | | | 38.4 | | | | (2.5 | ) | | | 3,105.3 | | | | | 14.3 | | | | 11.9 | |
| Earnings per share — Basic: (4) | | | | | | | | | | | | | | | | | | | | | |
| Income (loss) from continuing operations | | | .39 | | | | .01 | | | | 38.98 | | | | | .72 | | | | .59 | |
| Income (loss) from discontinued operations | | | .09 | | | | (.04 | ) | | | — | | | | | — | | | | — | |
| Net income (loss) | | | .48 | | | | (.03 | ) | | | 38.98 | | | | | .72 | | | | .59 | |
| Earnings per share — Diluted (same as basic for Predecessor): | | | | | | | | | | | | | | | | | | | | | |
| Income from continuing operations | | | | | | | | | | | | | | | | .72 | | | | .59 | |
| Income from discontinued operations | | | | | | | | | | | | | | | | — | | | | — | |
| Net income(loss) | | | | | | | | | | | | | | | | .72 | | | | .59 | |
| Common stock market price:(4) | | | | | | | | | | | | | | | | | | | | | |
| High | | | .07 | | | | .26 | | | | — | | | | | 44.50 | | | | 62.00 | |
| Low | | | .03 | | | | .04 | | | | — | | | | | 37.50 | | | | 43.50 | |
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KAISER ALUMINUM CORPORATION AND SUBSIDIARY COMPANIES
Item 9.Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
None.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)Item 9A.
| | | | | | | | | | | | | | | | | |
| | | Predecessor | |
| | | Quarter Ended | |
| | | March 31, | | | June 30, | | | September 30, | | | December 31 | |
| |
| 2005 | | | | | | | | | | | | | | | | |
| Net sales | | $ | 281.4 | | | $ | 262.9 | | | $ | 271.6 | | | $ | 273.8 | |
| Operating income (loss) | | | 15.1 | | | | 10.7 | | | | 19.7 | | | | 14.3 | |
| Income (loss) from continuing operations | | | 2.4 | | | | (2.5 | ) | | | 8.6 | | | | (1,121.2 | )(2) |
| Income (loss) from discontinued operations | | | 10.6 | | | | 368.3 | (3) | | | 8.0 | | | | (23.2 | ) |
| Cumulative effect on years prior to 2005 of adopting accounting for conditional asset retirement obligations | | | (4.7 | ) | | | — | | | | — | | | | — | |
| Net income (loss) | | | 8.3 | | | | 365.8 | | | | 16.6 | | | | (1,144.4 | ) |
| Basic/diluted earnings (loss) per share(4) | | | | | | | | | | | | | | | | |
| Income (loss) from continuing operations | | | .03 | | | | (.03 | ) | | | .11 | | | | (14.07 | ) |
| Income (loss) from discontinued operations | | | .13 | | | | 4.62 | | | | .10 | | | | (.29 | ) |
| Loss from cumulative effect on years prior to 2005 of adopting accounting for conditional asset retirement obligations | | | (.06 | ) | | | — | | | | — | | | | — | |
| Net income (loss) | | | .10 | | | | 4.59 | | | | .21 | | | | (14.36 | ) |
| Common stock market price:(4) | | | | | | | | | | | | | | | | |
| High | | | .12 | | | | .09 | | | | .07 | | | | .05 | |
| Low | | | .05 | | | | .06 | | | | .01 | | | | .03 | |
| | |
(1) | | Includes a non-cash gain of $3,110.3 related to the implementation of the Plan and application of fresh start accounting (see Note 14 of Notes to Consolidated Financial Statements ). |
|
(2) | | Includes a non-cash reorganization charge of $1,131.5 related to assignment (for the purposes of determining distribution under the KAAC/KFC Plan) of the value of an intercompany claim to certain third party creditors (see Note 14 of Notes to Consolidated Financial Statements). |
|
(3) | | Includes a gain of approximately $366.2 in respect of the sale of the Company’s interests in and related to QAL. |
|
(4) | | Earnings (loss) per share and market price for 2005 and the first two quarters of 2006 may not be meaningful because the equity interests of the Company’s existing stockholders were cancelled without consideration pursuant to the Plan. |
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KAISER ALUMINUM CORPORATION AND SUBSIDIARY COMPANIES
Controls and Procedures
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
FIVE-YEAR FINANCIAL DATA
UNAUDITED CONSOLIDATED BALANCE SHEETS(1)
| | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | Predecessor | |
| | | December 31, | |
| | | 2006 | | | | 2005 | | | 2004 | | | 2003 | | | 2002 | |
| | | (In millions of dollars) | |
ASSETS | | | | | | | | | | | | | | | | | | | | | |
| Current assets: | | | | | | | | | | | | | | | | | | | | | |
| Cash and cash equivalents | | $ | 50.0 | | | | $ | 49.5 | | | $ | 55.4 | | | $ | 35.5 | | | $ | 77.4 | |
| Receivables | | | 106.0 | | | | | 101.5 | | | | 111.0 | | | | 80.5 | | | | 62.5 | |
| Inventories | | | 188.1 | | | | | 115.3 | | | | 105.3 | | | | 92.5 | | | | 103.8 | |
| Prepaid expenses and other current assets | | | 40.8 | | | | | 21.0 | | | | 19.6 | | | | 23.8 | | | | 27.0 | |
| Discontinued operations’ current assets | | | — | | | | | — | | | | 30.6 | | | | 193.7 | | | | 245.9 | |
| | | | | | | | | | | | | | | | | | | | | | |
| Total current assets | | | 384.9 | | | | | 287.3 | | | | 321.9 | | | | 426.0 | | | | 516.6 | |
| Investments in and advances to unconsolidated affiliate | | | 18.6 | | | | | 12.6 | | | | 16.7 | | | | 13.1 | | | | 15.2 | |
| Property, plant, and equipment — net | | | 170.3 | | | | | 223.4 | | | | 214.6 | | | | 230.1 | | | | 255.3 | |
| Restricted proceeds from sale of commodity interests | | | — | | | | | — | | | | 280.8 | | | | — | | | | — | |
| Personal injury-related insurance recoveries receivable | | | — | | | | | 965.5 | | | | 967.0 | | | | 465.4 | | | | 484.0 | |
| Intangible assets including goodwill | | | — | | | | | 11.4 | | | | 11.4 | | | | 11.4 | | | | 11.4 | |
| Net assets in respect of VEBAs | | | 40.7 | | | | | — | | | | — | | | | — | | | | — | |
| Other assets | | | 40.9 | | | | | 38.7 | | | | 31.1 | | | | 43.7 | | | | 126.3 | |
| Discontinued operations’ long-term assets | | | — | | | | | — | | | | 38.9 | | | | 433.8 | | | | 816.6 | |
| | | | | | | | | | | | | | | | | | | | | | |
| Total | | $ | 655.4 | | | | $ | 1,538.9 | | | $ | 1,882.4 | | | $ | 1,623.5 | | | $ | 2,225.4 | |
| | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | |
LIABILITIES AND STOCKHOLDERS’ EQUITY | | | | | | | | | | | | | | | | | | | | | |
| Liabilities not subject to compromise — | | | | | | | | | | | | | | | | | | | | | |
| Current liabilities: | | | | | | | | | | | | | | | | | | | | | |
| Accounts payable and accruals | | $ | 160.2 | | | | $ | 149.6 | | | $ | 175.3 | | | $ | 98.4 | | | $ | 93.7 | |
| Accrued postretirement medical benefit obligation — current portion | | | — | | | | | — | | | | — | | | | 32.5 | | | | 60.2 | |
| Payable to affiliate | | | 16.2 | | | | | 14.8 | | | | 14.7 | | | | 11.4 | | | | 11.2 | |
| Long-term debt — current portion | | | — | | | | | 1.1 | | | | 1.2 | | | | 1.3 | | | | .9 | |
| Discontinued operations’ current liabilities | | | — | | | | | 2.1 | | | | 57.7 | | | | 177.5 | | | | 167.6 | |
| | | | | | | | | | | | | | | | | | | | | | |
| Total current liabilities | | | 176.4 | | | | | 167.6 | | | | 248.9 | | | | 321.1 | | | | 333.6 | |
| Long-term liabilities | | | 58.3 | | | | | 42.0 | | | | 32.9 | | | | 59.4 | | | | 55.7 | |
| Long-term debt | | | 50.0 | | | | | 1.2 | | | | 2.8 | | | | 2.2 | | | | 20.7 | |
| Discontinued operations’ liabilities, including liabilities subject to compromise and minority interests | | | — | | | | | 68.5 | | | | 26.4 | | | | 208.7 | | | | 226.4 | |
| | | | | | | | | | | | | | | | | | | | | | |
| | | | 284.7 | | | | | 279.3 | | | | 311.0 | | | | 591.4 | | | | 636.4 | |
| Liabilities subject to compromise | | | — | | | | | 4,400.1 | | | | 3,954.9 | | | | 2,770.1 | | | | 2,673.9 | |
| Minority interests | | | — | | | | | .7 | | | | .7 | | | | .7 | | | | .7 | |
| Stockholders’ equity: | | | | | | | | | | | | | | | | | | | | | |
| Common stock | | | .2 | | | | | .8 | | | | .8 | | | | .8 | | | | .8 | |
| Additional capital | | | 487.5 | | | | | 538.0 | | | | 538.0 | | | | 539.1 | | | | 539.9 | |
| Retained earnings (deficit) | | | 26.2 | | | | | (3,671.2 | ) | | | (2,917.5 | ) | | | (2,170.7 | ) | | | (1,382.4 | ) |
| Common stock owned by Union VEBA subject to transfer restrictions, at reorganization value | | | (151.1 | ) | | | | — | | | | — | | | | — | | | | — | |
| Accumulated other comprehensive income (loss) | | | 7.9 | | | | | (8.8 | ) | | | (5.5 | ) | | | (107.9 | ) | | | (243.9 | ) |
| | | | | | | | | | | | | | | | | | | | | | |
| Total stockholders’ equity | | | 370.7 | | | | | (3,141.2 | ) | | | (2,384.2 | ) | | | (1,738.7 | ) | | | (1,085.6 | ) |
| | | | | | | | | | | | | | | | | | | | | | |
| Total | | $ | 655.4 | | | | $ | 1,538.9 | | | $ | 1,882.4 | | | $ | 1,623.5 | | | $ | 2,225.4 | |
| | | | | | | | | | | | | | | | | | | | | | |
| | |
(1) | | The Selected Consolidated Financial Data should be read in conjunction with “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and the consolidated financial statements and the notes thereto. The consolidated financial data has been derived from the audited consolidated financial statements. |
99
KAISER ALUMINUM CORPORATION AND SUBSIDIARY COMPANIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
FIVE-YEAR FINANCIAL DATA
UNAUDITED STATEMENTS OF CONSOLIDATED INCOME (LOSS)(1)
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | Predecessor | |
| | | Year Ended December 31, 2006 | | | | | | | | | | | | | |
| | | July 1, 2006
| | | | January 1,
| | | | | | | | | | | | | |
| | | through
| | | | 2006
| | | | | | | | | | | | | |
| | | December 31,
| | | | to July 1,
| | | Year Ended December 31, | |
| | | 2006 | | | | 2006 | | | 2005 | | | 2004 | | | 2003 | | | 2002 | |
| | | (In millions of dollars) | |
| Net sales | | $ | 667.5 | | | | $ | 689.8 | | | $ | 1,089.7 | | | $ | 942.4 | | | $ | 710.2 | | | $ | 709.0 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| Costs and expenses: | | | | | | | | | | | | | | | | | | | | | | | | | |
| Cost of products sold | | | 580.4 | | | | | 596.4 | | | | 951.1 | | | | 852.2 | | | | 681.2 | | | | 671.4 | |
| Depreciation and amortization | | | 5.5 | | | | | 9.8 | | | | 19.9 | | | | 22.3 | | | | 25.7 | | | | 32.3 | |
| Selling, administrative, research and development, and general | | | 35.5 | | | | | 30.3 | | | | 50.9 | | | | 92.3 | | | | 92.5 | | | | 118.6 | |
| Other operating charges (audits), net | | | (2.2 | ) | | | | .9 | | | | 8.0 | | | | 793.2 | | | | 141.6 | | | | 31.8 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| Total costs and expenses | | | 619.2 | | | | | 637.4 | | | | 1,029.9 | | | | 1,760.0 | | | | 941.0 | | | | 854.1 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| Operating income (loss) | | | 48.3 | | | | | 52.4 | | | | 59.8 | | | | (817.6 | ) | | | (230.8 | ) | | | (145.1 | ) |
| Other income (expense): | | | | | | | | | | | | | | | | | | | | | | | | | |
| Interest expense (excluding unrecorded contractual interest expense of $47.4 for the period from January 1, 2006 to July 1, 2006,$95.0 in 2005, 2004 and 2003, respectively, and $84.0 in 2002) | | | (1.1 | ) | | | | (.8 | ) | | | (5.2 | ) | | | (9.5 | ) | | | (9.1 | ) | | | (19.0 | ) |
| Reorganization items | | | — | | | | | 3,090.3 | | | | (1,162.1 | ) | | | (39.0 | ) | | | (27.0 | ) | | | (33.3 | ) |
| Other — net | | | 2.7 | | | | | 1.2 | | | | (2.4 | ) | | | 4.2 | | | | (5.2 | ) | | | (.9 | ) |
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| Income (loss) before income taxes and discontinued operation | | | 49.9 | | | | | 3,143.1 | | | | (1,109.9 | ) | | | (861.9 | ) | | | (272.1 | ) | | | (198.3 | ) |
| Provision for income taxes | | | (23.7 | ) | | | | (6.2 | ) | | | (2.8 | ) | | | (6.2 | ) | | | (1.5 | ) | | | (4.4 | ) |
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| Income (loss) from continuing operations | | | 26.2 | | | | | 3,136.9 | | | | (1,112.7 | ) | | | (868.1 | ) | | | (273.6 | ) | | | (202.7 | ) |
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| Discontinued operations: | | | | | | | | | | | | | | | | | | | | | | | | — | |
| Loss from discontinued operation, net of income taxes and minority interests | | | — | | | | | 4.3 | | | | (2.5 | ) | | | (5.3 | ) | | | (514.7 | ) | | | (266.0 | ) |
| Gain from sale of commodity interests | | | — | | | | | — | | | | 366.2 | | | | 126.6 | | | | — | | | | — | |
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| Income (loss) from discontinued operations | | | — | | | | | 4.3 | | | | 363.7 | | | | 121.3 | | | | (514.7 | ) | | | (266.0 | ) |
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| Cumulative effect on years prior to 2005 of adopting accounting for conditional asset retirement obligations | | | — | | | | | — | | | | (4.7 | ) | | | — | | | | — | | | | — | |
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| Net income (loss) | | $ | 26.2 | | | | $ | 3,141.2 | | | $ | (753.7 | ) | | $ | (746.8 | ) | | $ | (788.3 | ) | | $ | (468.7 | ) |
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| Earnings (loss) per share — Basic:(3) | | | | | | | | | | | | | | | | | | | | | | | | | |
| Income (loss) from continuing operations | | $ | 1.31 | | | | $ | 39.37 | | | $ | (13.97 | ) | | $ | (10.88 | ) | | $ | (3.41 | ) | | $ | (2.52 | ) |
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| Income (loss) from discontinued operations | | $ | — | | | | $ | .05 | | | $ | 4.57 | | | $ | 1.52 | | | $ | (6.42 | ) | | $ | (3.30 | ) |
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| Loss from cumulative effect on years prior to 2005 of adopting accounting for conditional asset retirement obligations | | $ | — | | | | $ | — | | | $ | (.06 | ) | | $ | — | | | $ | — | | | $ | — | |
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| Net income (loss) | | $ | 1.31 | | | | $ | 39.42 | | | $ | (9.46 | ) | | $ | (9.36 | ) | | $ | (9.83 | ) | | $ | (5.82 | ) |
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| Earnings (loss) per share — Diluted (same as basic for predecessor): | | | | | | | | | | | | | | | | | | | | | | | | | |
| Income (loss) from continuing operations | | $ | 1.30 | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| Income (loss) from discontinuing operations | | $ | — | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| Loss from cumulative effect on years prior to 2005 of adopting accounting for conditional asset retirement obligations | | $ | — | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| Net income (loss) | | $ | 1.30 | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| Dividends per common share | | $ | — | | | | $ | — | | | $ | — | | | $ | — | | | $ | — | | | $ | — | |
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| Weighted average shares outstanding (000):(3) | | | | | | | | | | | | | | | | | | | | | | | | | |
| Basic | | | 20,003 | | | | | 79,672 | | | | 79,675 | | | | 79,815 | | | | 80,175 | | | | 80,578 | |
| Diluted | | | 20,088 | | | | | 79,672 | | | | 79,675 | | | | 79,815 | | | | 80,175 | | | | 80,578 | |
| | |
(1) | | The Selected Consolidated Financial Data should be read in conjunction with “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and the consolidated financial statements and the notes thereto. The consolidated financial data has been derived from the audited consolidated financial statements. |
|
(2) | | Earnings (loss) per share and share information for the Predecessor may not be meaningful because, pursuant to the Plan, the equity interests of the Company’s existing stockholders were cancelled without consideration. |
100
| |
Item 9.Evaluation of Disclosure Controls and Procedures. | Changes in and Disagreements with Accountants on Accounting and Financial Disclosure |
None.
| |
Item 9A. | Controls and Procedures |
We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in our reports under the Securities Exchange Act of 1934 ( or the “Exchange Act”), is processed, recorded, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms and that such information is accumulated and communicated to management, including the principal executive officer and principal financial officer, to allow for timely decisions regarding required disclosure. In designing and evaluating the disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives, and management is required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures.
Evaluation of Disclosure Controls and Procedures. An evaluation of the effectiveness of the design and operation of our disclosure controls and procedures was performed as of the end of the period covered by this Report under the supervision of and with the participation of our management, including the principal executive officer and principal financial officer. Based on that evaluation, our principal executive officer and principal financial officer concluded that our disclosure controls and procedures were not effective as of December 31, 2006.2009 at the reasonable assurance level.
Last year as part of the final reporting and closing process relating to the preparation of the December 31, 2005 financial statements, we concluded that our controls and procedures were not effective as of December 31, 2005 because a material weakness inManagement’s Annual Report on Internal Control Over Financial Reporting.Our management’s report on internal control over financial reporting existed relating to our accounting for derivative financial instruments under Statement of Financial Accounting Standards 133,Accounting for Derivative Instruments and Hedging Activities(“SFAS No. 133”). This matter is fully discussed in Note 1 of Notes to Consolidated Financial Statements, included in Item 8. “Financial Statements and Supplementary Data”. and is incorporated herein by reference.
Having identified this matter prior to the end of the first quarter of 2006, we changed our accounting for derivative instruments from hedge treatment tomark-to-market treatment in our financial statements for first quarter of 2006 and subsequent periods in order to comply with GAAP. While this change in our accounting for derivative instruments technically resolves the material weakness from a GAAP perspective, the Company believes that hedge accounting treatment is more desirable thanmark-to-market accounting treatment and, accordingly, the Company will not, from its own perspective, consider this matter to be fully remediated until it completes all the steps outlined above and requalifies its derivatives for hedge accounting treatment under GAAP.
Changes in Internal Controls Over Financial Reporting.We did not have any changehad no changes in our internal controlscontrol over financial reporting during the fourthour most recently completed fiscal quarter of 2006 that have materially affected, or are reasonably likely to materially affect, our internal controlscontrol over financial reporting.
Item 9B.Other Information
As previously announced, None.
PART III
Item 10.Directors, Executive Officers and Corporate Governance
The information called for by this item is set forth under the captions “Executive Officers,” “Proposals Requiring Your Vote — Proposal for Election of Directors,” “Section 16(a) Beneficial Ownership Reporting Compliance” and “Corporate Governance” in January 2006,our proxy statement for the Company’s Vice President (“VP”)2010 annual meeting of stockholders.
Item 11.Executive Compensation
The information called for by this item is set forth under the captions “Executive Compensation,” “Director Compensation” and Chief Financial Officer (“CFO”) resigned.“Corporate Governance — Board Committees — Compensation Committee — Compensation Committee Interlocks and Insider Participation” in our proxy statement for the 2010 annual meeting of stockholders.
Item 12.Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
The resignation was in no way relatedinformation required by this item is incorporated by reference to the Company’s internal controls, financial statements, financial performance or financial condition.information included under the captions “Equity Compensation Plan Information” and “Principal Stockholders and Management Ownership” in our proxy statement for the 2010 annual meeting of stockholders.
Item 13.Certain Relationships and Related Transactions, and Director Independence
The Company formed the “Office of the CFO” and split the CFO’s duties between the Company’s Chief Executive Officer and two long tenured financial officers, the VP-Treasurer and VP-Controller. In February 2006, a person with a significant corporate accounting role resigned. This person’s duties were split between the VP-Controller and other key managers in the corporate accounting group. The Company also used certain former personnel to augment the corporate accounting team. In May 2006, the Company hired a new CFO, and over the balance of 2006, the Company supplemented its corporate accounting and financial staffs with respect to certain key roles, including with respectinformation required by this item is incorporated by reference to the Corporate Controller whoinformation included under the captions “Certain Relationships and Related Transactions” and “Corporate Governance — Director Independence” in our proxy statement for the 2010 annual meeting of stockholders.
Item 14.Principal Accountant Fees and Services
The information required by this item is expected to terminate his employment at the end of March 2007 pursuantincorporated by reference to the termsinformation included under the caption “Independent Public Accountants” in our proxy statement for the 2010 annual meeting of his employment agreement.
| |
Item 9B. | Other Information |
None.stockholders.
10198
PART IV
PART III
| | |
Item 10.15. | | Directors and Executive Officers of the Registrant |
The information called for by this Item is incorporated by reference to our definitive proxy statement relating to our 2007 annual meeting of stockholders, which will be filed with the Securities and Exchange Commission not later than 120 days after the end of the Company’s fiscal year.
| |
Item 11. | Executive Compensation |
The information required by this Item is incorporated by reference to our definitive proxy statement, which will be filed with the Securities and Exchange Commission not later than 120 days after the end of the Company’s fiscal year.
| |
Item 12. | Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters |
The information required by this Item is incorporated by reference to our definitive proxy statement relating to our 2007 annual meeting of stockholders, which will be filed with the Securities and Exchange Commission not later than 120 days after the end of the Company’s fiscal year.
| |
Item 13. | Certain Relationships and Related Transactions |
The information required by this Item is incorporated by reference to our definitive proxy statement relating to our 2007 annual meeting of stockholders, which will be filed with the Securities and Exchange Commission not later than 120 days after the end of the Company���s fiscal year.
| |
Item 14. | Principal Accountant Fees and Services |
The information required by this Item is incorporated by reference to our definitive proxy statement relating to our 2007 annual meeting of stockholders, which will be filed with the Securities and Exchange Commission not later than 120 days after the end of the Company’s fiscal year.
PART IV
| |
Item 15. | Exhibits and Financial Statement Schedules |
| | | | | | | | |
| | | | | Page |
| |
| 1. | | | Financial Statements | | | | |
| Management’s Report on the Financial Statements and Internal Control Over Financial Reporting | | | 56 | |
| Report of Independent Registered Public Accounting Firm on the Consolidated Financial Statements | | | 4757 | |
| Report of Independent Registered Public Accounting Firm on Internal Control Over Financial Reporting | | | 57 | |
| Consolidated Balance Sheets | | | 48 | |
| 58 | | | |
| Statements of Consolidated Income (Loss) | | | 49 | |
| 59 | | | |
| Statements of Consolidated Stockholders’ Equity and Comprehensive Income (Loss) | | | 50 | |
| 60 | | | |
| Statements of Consolidated Cash Flows | | | 51 | |
| 63 | | | |
| Notes to Consolidated Financial Statements | | | 52 | |
| 64 | | | |
| Quarterly Financial Data (Unaudited) | | | 97 | |
| | | | Five-Year Financial Data | | | 99 | |
| 2. | | | Financial Statement Schedules | | | | |
All schedules are omitted because they are either inapplicable or the required information is included in the Consolidated Financial Statements or the Notes thereto included in Item 8. “Financial Statements and Supplementary Data” and are incorporated herein by reference
reference.
3. Exhibits
Reference is made to the Index of Exhibits immediately preceding the exhibits hereto (beginning on page 104), which index is incorporated herein by reference.
10299
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
KAISER ALUMINUM CORPORATION
| | | | |
| KAISER ALUMINUM CORPORATION
| |
| | By: | /s/ Jack A. Hockema | |
| | Jack A. Hockema | |
| | President and Chief Executive Officer | |
|
Jack A. Hockema
President and Chief Executive OfficerDate: February 23, 2010
Date: March 29, 2007
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
| | | | | | |
/s/ Jack A. Hockema
Jack A. Hockema | | President, Chief Executive Officer, | | |
| | Chairman of the Board and Director (Principal
(Principal Executive Officer) | | Date: March 29, 2007February 23, 2010 |
| | | | |
| /s/ Daniel J. Rinkenberger | | Senior Vice President and Chief | | |
| | Financial Officer
(Principal Financial Officer) | | Date: February 23, 2010 |
| | | | |
| /s/ Neal West | | Vice President and Chief | | |
| | Accounting Officer | | |
| | (Principal Accounting Officer) | | Date: February 23, 2010 |
| | | | |
| /s/ Carolyn Bartholomew | | | | |
| | Director | | Date: February 23, 2010 |
| | | | |
| | | | | |
/s/ Joseph P. Bellino
David Foster Joseph P. Bellino | | Executive Vice President and Chief Financial Officer (Principal Financial Officer) Director | | |
| | | | |
| /s/ Teresa A. Hopp | | | | |
| | Director | | Date: March 29, 2007February 23, 2010 |
| | | | |
| | | | | |
/s/ Daniel D. Maddox
William F. Murdy Daniel D. Maddox | | Vice President and Controller (Principal Accounting Officer) Director | | |
| | | | |
| /s/ Alfred E. Osborne, Jr., Ph.D. | | | | |
Alfred E. Osborne, Jr., Ph.D. | | Director | | Date: March 29, 2007February 23, 2010 |
| | | | | |
Jack Quinn Carl B. Frankel | |
Director | | Date: March 29, 2007 |
| | | | | |
/s/ Teresa A. Hopp
Teresa A. HoppThomas M. Van Leeuwen | | | | |
| | Director | | Date: March 29, 2007February 23, 2010 |
| | | | | |
| /s/ Brett E. Wilcox | | | | |
| | | | |
| Brett E. Wilcox | | Director | | Date: February 23, 2010 |
100
INDEX OF EXHIBITS
| | | | |
| Exhibit | | |
| Number | | Description |
| 2.1 | | | Third Amended Joint Plan of Liquidation for Alpart Jamaica Inc. (“AJI”) and Kaiser Jamaica Corporation (“KJC”), dated February 25, 2005 (incorporated by reference to Exhibit 99.1 to the Annual Report on Form 10-K for the period ended December 31, 2004, filed by the Company on March 29, 200731, 2005, File No. 1-9447). |
| | | | | |
/s/ Alfred E. Osborne, Jr., Ph.D.
Alfred E. Osborne, Jr., Ph.D. | 2.2 | | Director | | Date: March 29, 2007Modification to the Third Amended Joint Plan of Liquidation for AJI and KJC, dated April 7, 2005 (incorporated by reference to Exhibit 2.2 to the Current Report Form 8-K, filed by the Company on December 23, 2005, File No. 1-9447). |
| | | | | |
/s/ Georganne Proctor
Georganne Proctor | 2.3 | | Director | | Date: March 29, 2007Second Modification to the Third Amended Joint Plan of Liquidation for AJI and KJC, dated November 22, 2005 (incorporated by reference to Exhibit 2.3 to the Current Report Form 8-K, filed by the Company on December 23, 2005, File No. 1-9447). |
| | | | | |
Jack Quinn | 2.4 | | Director | | Date: March 29, 2007Third Modification to the Third Amended Joint Plan of Liquidation for AJI and KJC, dated December 19, 2005 (incorporated by reference to Exhibit 2.4 to the Current Report Form 8-K, filed by the Company on December 23, 2005, File No. 1-9447). |
| | | | | |
/s/ Thomas M. Van Leeuwen
Thomas M. Van Leeuwen | 2.5 | | Director | | Date:Third Amended Joint Plan of Liquidation for Kaiser Alumina Australia Corporation (“KAAC”) and Kaiser Finance Corporation (“KFC”), dated February 25, 2005 (incorporated by reference to Exhibit 99.3 to the Annual Report on Form 10-K for the period ended December 31, 2004, filed by the Company on March 29, 200731, 2005, File No. 1-9447). |
| | | | | |
/s/ Brett E. Wilcox
Brett E. Wilcox | 2.6 | | Director | Modification to the Third Amended Joint Plan of Liquidation for KAAC and KFC, dated April 7, 2005 (incorporated by reference to Exhibit 2.6 to the Current Report on Form 8-K, filed by the Company on December 23, 2005, File No. 1-9447). |
| | Date: March 29, 2007 | | |
| 2.7 | | | Second Modification to the Third Amended Joint Plan of Liquidation for KAAC and KFC, dated November 22, 2005 (incorporated by reference to Exhibit 2.7 to the Current Report on Form 8-K, filed by the Company on December 23, 2005, File No. 1-9447). |
| | | | |
| 2.8 | | | Third Modification to the Third Amended Joint Plan of Liquidation for KAAC and KFC, dated December 19, 2005 (incorporated by reference to Exhibit 2.8 to the Current Report on Form 8-K, filed by the Company on December 23, 2005, File No. 1-9447) |
| | | | |
| 2.9 | | | Second Amended Joint Plan of Reorganization for the Company, KACC and Certain of Their Debtor Affiliates, dated as of September 7, 2005 (incorporated by reference to Exhibit 99.2 to the Current Report on Form 8-K, filed by the Company on September 13, 2005, File No. 1-9447). |
| | | | |
| 2.10 | | | Modifications to the Second Amended Joint Plan of Reorganization for the Company, KACC and Certain of Their Debtor Affiliates Pursuant to Stipulation and Agreed Order between Insurers, Debtors, Committee and Future Representatives (incorporated by reference to Exhibit 2.2 to the Current Report on Form 8-K, filed by the Company on February 7, 2006, File No. 1-9447). |
| | | | |
| 2.11 | | | Modification to the Second Amended Joint Plan of Reorganization for the Company, KACC and Certain of Their Debtor Affiliates, dated as of November 22, 2005 (incorporated by reference to Exhibit 2.3 to the Current Report on Form 8-K, filed by the Company on February 7, 2006, File No. 1-9447). |
| | | | |
| 2.12 | | | Third Modification to the Second Amended Joint Plan of Reorganization for the Company, KACC and Certain of Their Debtor Affiliates, dated as of December 16, 2005 (incorporated by reference to Exhibit 2.4 to the Current Report on Form 8-K, filed by the Company on February 7, 2006, File No. 1-9447). |
| | | | |
| 2.13 | | | Order Confirming the Second Amended Joint Plan of Reorganization of the Company, KACC and Certain of Their Debtor Affiliates (incorporated by reference to Exhibit 2.5 to the Current Report on Form 8-K, filed by the Company on February 7, 2006, File No. 1-9447). |
| | | | |
| 2.14 | | | Order Affirming the Confirmation Order of the Second Amended Joint Plan of Reorganization of the Company, KACC and Certain of Their Debtor Affiliates, as modified (incorporated by reference to Exhibit 2.6 to the Registration Statement on Form 8-A, filed by the Company on July 6, 2006, File No. 1-9447). |
103101
INDEX OF EXHIBITS
| | | | | |
Exhibit
| | |
Number | | Description |
| |
| | 2 | .1 | | Third Amended Joint Plan of Liquidation for Alpart Jamaica Inc. (‘AJI”) and Kaiser Jamaica Corporation (‘‘KJC”), dated February 25, 2005 (incorporated by reference to Exhibit 99.1 to the Report onForm 10-K for the period ended December 31, 2004, filed by the Company, File No. 1-9447). |
| | 2 | .2 | | Modification to the Third Amended Joint Plan of Liquidation for AJI and KJC, dated April 7, 2005 (incorporated by reference to Exhibit 2.2 to the ReportForm 8-K, dated December 19, 2005, filed by the Company, File No. 1-9447). |
| | 2 | .3 | | Second Modification to the Third Amended Joint Plan of Liquidation for AJI and KJC, dated November 22, 2005 (incorporated by reference to Exhibit 2.3 to the ReportForm 8-K, dated December 19, 2005, filed by the Company, File No. 1-9447). |
| | 2 | .4 | | Third Modification to the Third Amended Joint Plan of Liquidation for AJI and KJC, dated December 19, 2005(incorporated by reference to Exhibit 2.4 to the ReportForm 8-K, dated December 19, 2005, filed by the Company, File No. 1-9447). |
| | 2 | .5 | | Third Amended Joint Plan of Liquidation for Kaiser Alumina Australia Corporation (‘KAAC”) and Kaiser Finance Corporation (‘KFC”), dated February 25, 2005 (incorporated by reference to Exhibit 99.3 to the Report onForm 10-K for the period ended December 31, 2004, filed by the Company, File No. 1-9447). |
| | 2 | .6 | | Modification to the Third Amended Joint Plan of Liquidation for KAAC and KFC, dated April 7, 2005 (incorporated by reference to Exhibit 2.6 to the Report onForm 8-K dated December 19, 2005, filed by the Company, File No. 1-9447). |
| | 2 | .7 | | Second Modification to the Third Amended Joint Plan of Liquidation for KAAC and KFC, dated November 22, 2005 (incorporated by reference to Exhibit 2.7 to the Report onForm 8-K dated December 19, 2005, filed by the Company, File No. 1-9447). |
| | 2 | .8 | | Third Modification to the Third Amended Joint Plan of Liquidation for KAAC and KFC, dated December 19, 2005 (incorporated by reference to Exhibit 2.8 to the Report onForm 8-K dated December 19, 2005, filed by the Company, File No. 1-9447) |
| | 2 | .9 | | Second Amended Joint Plan of Reorganization for the Company, KACC and Certain of Their Debtor Affiliates, dated as of September 7, 2005 (incorporated by reference to Exhibit 99.2 to the Report onForm 8-K, dated September 8, 2005, filed by the Company, File No. 1-9447). |
| | 2 | .10 | | Modifications to the Second Amended Joint Plan of Reorganization for the Company, KACC and Certain of Their Debtor Affiliates Pursuant to Stipulation and Agreed Order between Insurers, Debtors, Committee and Future Representatives (incorporated by reference to Exhibit 2.2 to the Report onForm 8-K, dated February 1, 2006, filed by the Company, File No. 1-9447). |
| | 2 | .11 | | Modification to the Second Amended Joint Plan of Reorganization for the Company, KACC and Certain of Their Debtor Affiliates, dated as of November 22, 2005 (incorporated by reference to Exhibit 2.3 to the Report onForm 8-K, dated February 1, 2006, filed by the Company, File No. 1-9447). |
| | 2 | .12 | | Third Modification to the Second Amended Joint Plan of Reorganization for the Company, KACC and Certain of Their Debtor Affiliates, dated as of December 16, 2005 (incorporated by reference to Exhibit 2.4 to the Report onForm 8-K, dated February 1, 2006, filed by the Company, File No. 1-9447). |
| | 2 | .13 | | Order Confirming the Second Amended Joint Plan of Reorganization of the Company, KACCand Certain of Their Debtor Affiliates (incorporated by reference to Exhibit 2.5 to the Report onForm 8-K, dated February 1, 2006, filed by the Company, File No. 1-9447). |
| | 2 | .14 | | Order Affirming the Confirmation Order of the Second Amended Joint Plan of Reorganization of the Company, KACC and Certain of Their Debtor Affiliates, as modified (incorporated by reference to Exhibit 2.6 to the Registration Statement onForm 8-A, dated July 6, 2006, filed by the Company, File No. 1-9447). |
104
| | | | | |
Exhibit
| | |
Number | | Description |
| |
| | 2 | .15 | | Special Procedures for Distributions on Account of NLRB Claim, as agreed by the National Labor Relations Board, the United Steel, Paper and Forestry, Rubber, Manufacturing, Energy, Allied Industrial and Service Workers International Union, AFL-CIO, CLC (formerly known as the United Steelworkers of America, AFL-CIO, CLC) (the ‘USW”) and the Company pursuant to Section 7.8e of the Second Amended Joint Plan of Reorganization of the Company, KACC and Certain of Their Debtor Affiliates, as modified (incorporated by reference to Exhibit 2.7 to the Registration Statement onForm 8-A, dated July 6, 2006, filed by the Company, File No. 000-52105). |
| | 3 | .1 | | Amended and Restated Certificate of Incorporation of the Company (incorporated by reference to Exhibit 3.1 to the Report onForm 8-A, dated July 6, 2006, filed by the Company, File No. 000-52105). |
| | 3 | .2 | | Amended and Restated Bylaws of the Company (incorporated by reference to Exhibit 3.2 Registration Statement onForm 8-A, dated July 6, 2006, filed by the Company, File No. 000-52105). |
| | 10 | .1 | | Senior Secured Revolving Credit Agreement, dated as of July 6, 2006, among the Company, Kaiser Aluminum Investments Company, Kaiser Aluminum Fabricated Products, LLC (‘‘KAFP”), Kaiser Aluminum International, Inc., certain financial institutions from time to time thereto, as lenders, J.P. Morgan Securities, Inc., The CIT Group/Business Credit, Inc. and JPMorgan Chase Bank, N.A., as administrative agent (incorporated by reference to Exhibit 10.1 to the Report onForm 8-K, dated July 6, 2006, filed by the Company, File No. 000-52105). |
| | 10 | .2 | | Term Loan and Guaranty Agreement, dated as of July 6, 2006, among KAFP, the Company and certain indirect subsidiaries of the Company listed as ‘Guarantors‘ thereto, certain financial institutions from time to time party thereto, as lenders, J.P. Morgan Securities, Inc., JPMorgan Chase Bank, N.A., as administrative agent, and Wilmington Trust Company, as collateral agent (incorporated by reference to Exhibit 10.2 to the Report onForm 8-K, dated July 6, 2006, filed by the Company, File No. 000-52105). |
| | **10 | .3 | | Description of Compensation of Directors (incorporated by reference to Exhibit 10.3 to the Report onForm 8-K, dated July 6, 2006, filed by the Company, File No. 000-52105). |
| | **10 | .4 | | 2006 Short Term Incentive Plan for Key Managers (incorporated by reference to Exhibit 10.4 to the Report onForm 8-K, dated July 6, 2006, filed by the Company, File No. 000-52105). |
| | **10 | .5 | | Employment Agreement, dated as of July 6, 2006, between the Company and Jack A. Hockema (incorporated by reference to Exhibit 10.5 to the Report onForm 8-K, dated July 6, 2006, filed by the Company, File No. 000-52105). |
| | **10 | .6 | | Employment Agreement, dated as of July 6, 2006, between the Company and Joseph P. Bellino (incorporated by reference to Exhibit 10.6 to the Report onForm 8-K, dated July 6, 2006, filed by the Company, File No. 000-52105). |
| | **10 | .7 | | Employment Agreement, dated as of July 6, 2006, between the Company and Daniel D. Maddox (incorporated by reference to Exhibit 10.7 to the Report onForm 8-K, dated July 6, 2006, filed by the Company, File No. 000-52105). |
| | 10 | .8 | | Form of Director Indemnification Agreement Employment Agreement (incorporated by reference to Exhibit 10.8 to the Report onForm 8-K, dated July 6, 2006, filed by the Company, File No. 000-52105). |
| | 10 | .9 | | Form of Officer Indemnification Agreement (incorporated by reference to Exhibit 10.9 to the Report onForm 8-K, dated July 6, 2006, filed by the Company, File No. 000-52105). |
| | 10 | .10 | | Form of Director and Officer Indemnification Agreement (incorporated by reference to Exhibit 10.10 to the Report onForm 8-K, dated July 6, 2006, filed by the Company, File No. 000-52105). |
| | 10 | .11 | | Kaiser Aluminum Corporation 2006 Equity and Performance Incentive Plan (incorporated by reference to Exhibit 99.1 to the Registration Statement onForm S-8, Filed by the Company with the SEC on July 6, 2006, File No. 000-52105). |
| | **10 | .12 | | Form of Executive Officer Restricted Stock Award (incorporated by reference to Exhibit 10.12 to the Report onForm 8-K, dated July 6, 2006, filed by the Company, File No. 000-52105). |
| | **10 | .13 | | Form of Non-Employee Director Restricted Stock Award (incorporated by reference to Exhibit 10.13 to the Report onForm 8-K, dated July 6, 2006, filed by the Company, File No. 000-52105). |
105
| | | | | |
Exhibit
| | |
Number | | Description |
| |
| | **10 | .14 | | Kaiser Aluminum Fabricated Products Restoration Plan (incorporated by reference to Exhibit 10.14 to the Report onForm 8-K, dated July 6, 2006, filed by the Company, File No. 000-52105). |
| | 10 | .15 | | Stock Transfer Restriction Agreement, dated as of July 6, 2006, between the Company and National City Bank, in its capacity as the trustee for the trust that provides benefits for certain eligible retirees of Kaiser Aluminum & Chemical Corporation represented by the USW, the International Union, United Automobile, Aerospace and Agricultural Implement Workers of America and its Local 1186, the International Association of Machinists and Aerospace Workers, the International Chemical Workers Union Council of the United Food and Commercial Workers, and the Paper, Allied-Industrial, Chemical and Energy Workers International Union, AFL-CIO, CLC and their surviving spouses and eligible dependents (the ‘‘Union VEBA”) (incorporated by reference to Exhibit 4.1 to the Registration Statement onForm 8-A, filed by the Company with the SEC on July 6, 2006, File No. 000-52105). |
| | 10 | .16 | | Registration Rights Agreement, dated as of July 6, 2006, between the Company and the Union VEBA and the other parties thereto (incorporated by reference to Exhibit 4.2 to the Registration Statement onForm 8-A, filed by the Company with the SEC on July 6, 2006, File No. 000-52105). |
| | 10 | .17 | | Director Designation Agreement, dated as of July 6, 2006, between the Company and the USW (incorporated by reference to Exhibit 4.3 to the Registration Statement onForm 8-A, Filed by the Company with the SEC on July 6, 2006, File No. 000-52105). |
| | **10 | .18 | | Key Employee Retention Plan (effective September 3, 2002) (incorporated by reference to Exhibit 10.26 to the Report onForm 10-K for the period ended December 31, 2002, filed by the Company, FileNo. 1-9447). |
| | **10 | .19 | | Form of Retention Agreement for the KACC Key Employee Retention Plan (effective September 3, 2002) for Jack A. Hockema and John Barneson (incorporated by reference to Exhibit 10.27 to the Report onForm 10-K for the period ended December 31, 2002, filed by the Company, File No. 1-9447). |
| | **10 | .20 | | Severance Plan (effective September 3, 2002) (incorporated by reference to Exhibit 10.30 to the Report onForm 10-K for the period ended December 31, 2002, filed by the Company, File No. 1-9447). |
| | **10 | .21 | | Form of Severance Agreement for the Severance Plan (effective September 3, 2002) for John Barneson, John M. Donnan and Daniel D. Maddox (incorporated by reference to Exhibit 10.31 to the Report onForm 10-K for the period ended December 31, 2002, filed by the Company, File No. 1-9447). |
| | **10 | .22 | | Form of Change in Control Severance Agreement for John Barneson (incorporated by reference to Exhibit 10.32 to the Report onForm 10-K for the period ended December 31, 2002, filed by the Company, File No. 1-9447). |
| | **10 | .23 | | Form of Change in Control Severance Agreement for John M. Donnan and Daniel D. Maddox (incorporated by reference to Exhibit 10.33 to the Report onForm 10-K for the period ended December 31, 2002, filed by the Company, File No. 1-9447). |
| | **10 | .24 | | Description of Long-Term Incentive Plan (incorporated by reference to Exhibit 10.21 to the Report onForm 10-K for the period ended December 31, 2004, filed by the Company, File No. 1-9447). |
| | 10 | .25 | | Settlement and Release Agreement dated October 5, 2004, by and among the Debtors (as defined therein) and the Creditors’ Committee (as defined therein) (incorporated by reference to Exhibit 10.2 to the Report onForm 10-Q for the quarterly period ended September 30, 2004, filed by the Company, File No. 1-9447). |
| | 10 | .26 | | Amendment, dated as of January 27, 2005, to Settlement and Release Agreement dated as of October 5, 2004, by and among the Debtors (as defined therein) and the Creditors’ Committee (as defined therein) (incorporated by reference to Exhibit 10.23 to the Report onForm 10-K for the period ended December 31, 2004, filed by the Company, File No. 1-9447). |
| | 10 | .27 | | Settlement Agreement dated October 14, 2004, between KACC and the Pension Benefit Guaranty Corporation (incorporated by reference to Exhibit 10.3 to the Report onForm 10-Q for the period ended September 30, 2004, filed by the Company, File No. 1-9447). |
| | **10 | .28 | | Release between KACC and Kerry A. Shiba (incorporated by reference to Exhibit 10.1 to the Report onForm 8-K, dated as of March 14, 2006, filed by the Company, File No. 1-9447). |
| | *21 | | | Significant Subsidiaries of Kaiser Aluminum Corporation |
106
| | | | | |
Exhibit
| | |
Number | | Description |
| 2.15 | | | Special Procedures for Distributions on Account of NLRB Claim, as agreed by the National Labor Relations Board, the United Steel, Paper and Forestry, Rubber, Manufacturing, Energy, Allied Industrial and Service Workers International Union, AFL-CIO, CLC (formerly known as the United Steelworkers of America, AFL-CIO, CLC) (the “USW”) and the Company pursuant to Section 7.8e of the Second Amended Joint Plan of Reorganization of the Company, KACC and Certain of Their Debtor Affiliates, as modified (incorporated by reference to Exhibit 2.7 to the Registration Statement on Form 8-A, filed by the Company on July 6, 2006, File No. 000-52105). |
| | | | |
| 3.1 | | | Amended and Restated Certificate of Incorporation of the Company (incorporated by reference to Exhibit 3.1 to the Registration Statement on Form 8-A, filed by the Company on July 6, 2006, File No. 000-52105). |
| | | | |
| 3.2 | | | Certificate of Amendment to Amended and Restated Certificate of Incorporation of the Company (incorporated by reference to Exhibit 3.2 to the Quarterly Report on Form 10-Q, filed by the Company on August 7, 2008, File No. 000-52105). |
| | | | |
| 3.3 | | | Amended and Restated Bylaws of the Company (incorporated by reference to Exhibit 3.2 to the Registration Statement on Form 8-A, filed by the Company on July 6, 2006, File No. 000-52105). |
| | | | |
| 10.1 | | | Senior Secured Revolving Credit Agreement, dated as of July 6, 2006, among the Company, Kaiser Aluminum Investments Company, Kaiser Aluminum Fabricated Products, LLC (“KAFP”), Kaiser Aluminum International, Inc., certain financial institutions from time to time thereto, as lenders, J.P. Morgan Securities, Inc., The CIT Group/Business Credit, Inc. and JPMorgan Chase Bank, N.A., as administrative agent (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K, filed by the Company on July 6, 2006, File No. 000-52105). |
| | | | |
| 10.2 | | | First Amendment to Senior Secured Revolving Credit Agreement, Consent and Facility Increase, dated as of December 10, 2007 (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K, filed by the Company on December 13, 2007, File No. 000-52105). |
| | | | |
| 10.3 | | | Second Amendment to Senior Secured Revolving Credit Agreement, Consent and Facility Increase, dated as of January 9, 2009 (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K, filed by the Company on January 15, 2009, File No. 000-52105). |
| | | | |
| **10.4 | | | Description of Compensation of Directors (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K, filed by the Company on June 12, 2007, File No. 000-52105). |
| | | | |
| **10.5 | | | Employment Agreement, dated as of July 6, 2006, between the Company and Jack A. Hockema (incorporated by reference to Exhibit 10.5 to the Current Report on Form 8-K, filed by the Company on July 6, 2006, File No. 000-52105). |
| | | | |
| **10.6 | | | Amendment dated December 31, 2008 to the Employment Agreement between Jack A. Hockema and the Company (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K, filed by the Company on December 31, 2008, File No. 000-52105). |
| | | | |
| **10.7 | | | Severance Letter between Joseph P. Bellino and the Company dated April 16, 2008 (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K, filed by the Company on April 16, 2008, File No. 000-52105). |
| | | | |
| **10.8 | | | Form of Director Indemnification Agreement (incorporated by reference to Exhibit 10.8 to the Current Report on Form 8-K, filed by the Company on July 6, 2006, File No. 000-52105). |
| | | | |
| **10.9 | | | Form of Officer Indemnification Agreement (incorporated by reference to Exhibit 10.9 to the Current Report on Form 8-K, filed by the Company on July 6, 2006, File No. 000-52105). |
| | | | |
| **10.10 | | | Form of Director and Officer Indemnification Agreement (incorporated by reference to Exhibit 10.10 to the Current Report on Form 8-K, filed by the Company on July 6, 2006, File No. 000-52105). |
| |
| | *23*10.11 | .1 | | Kaiser Aluminum Corporation Amended and Restated 2006 Equity and Performance Incentive Plan dated June 2, 2009 (incorporated by reference to Exhibit 10.1 to the Quarterly Report on Form 10-Q for the period ended June 30, 2009, filed by the Company on July 30, 2009). |
102
| | | | |
| Exhibit | | |
| Number | | Description |
| **10.12 | | | Kaiser Aluminum Fabricated Products Restoration Plan (incorporated by reference to Exhibit 10.14 to the Current Report on Form 8-K, filed by the Company on July 6, 2006, File No. 000-52105). |
| | | | |
| **10.13 | | | Amendment to the Kaiser Aluminum Fabricated Products Restoration Plan (incorporated by reference to Exhibit 10.4 to the Current Report on Form 8-K, filed by the Company on December 31, 2008, File No. 000-52105). |
| | | | |
| 10.14 | | | Stock Transfer Restriction Agreement, dated as of July 6, 2006, between the Company and National City Bank, in its capacity as the trustee for the trust that provides benefits for certain eligible retirees of Kaiser Aluminum & Chemical Corporation represented by the USW, the International Union, United Automobile, Aerospace and Agricultural Implement Workers of America and its Local 1186, the International Association of Machinists and Aerospace Workers, the International Chemical Workers Union Council of the United Food and Commercial Workers, and the Paper, Allied-Industrial, Chemical and Energy Workers International Union, AFL-CIO, CLC and their surviving spouses and eligible dependents (the “Union VEBA”) (incorporated by reference to Exhibit 4.1 to the Registration Statement on Form 8-A, filed by the Company on July 6, 2006, File No. 000-52105). |
| | | | |
| 10.15 | | | Registration Rights Agreement, dated as of July 6, 2006, between the Company and the Union VEBA and the other parties thereto (incorporated by reference to Exhibit 4.2 to the Registration Statement on Form 8-A, filed by the Company on July 6, 2006, File No. 000-52105). |
| | | | |
| 10.16 | | | Director Designation Agreement, dated as of July 6, 2006, between the Company and the USW (incorporated by reference to Exhibit 4.3 to the Registration Statement on Form 8-A, filed by the Company on July 6, 2006, File No. 000-52105). |
| | | | |
| **10.17 | | | Form of Change in Control Severance Agreement for John Barneson (incorporated by reference to Exhibit 10.32 to the Annual Report on Form 10-K for the period ended December 31, 2002, filed by the Company on March 31, 2003, File No. 1-9447). |
| | | | |
| **10.18 | | | Form of Change in Control Severance Agreement for John M. Donnan, Daniel J. Rinkenberger and James E. McAuliffe (incorporated by reference to Exhibit 10.33 to the Annual Report on Form 10-K for the period ended December 31, 2002, filed by the Company on March 31, 2003, File No. 1-9447). |
| | | | |
| **10.19 | | | Form of Amendment to the Change in Control Severance Agreement with John Barneson, John M. Donnan, Daniel J. Rinkenberger, and James E. McAuliffe (incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K, filed by the Company on December 31, 2008, File No. 000-52105). |
| | | | |
| **10.20 | | | 2007 Form of Executive Officer Restricted Stock Award Agreement (incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K, filed by the Company on April 5, 2007, File No. 000-52105). |
| | | | |
| **10.21 | | | 2007 Form of Executive Officer Option Rights Award Agreement (incorporated by reference to Exhibit 10.3 to the Current Report on Form 8-K, filed by the Company on April 5, 2007, File No. 000-52105). |
| | | | |
| **10.22 | | | Amendment dated December 31, 2008 to the agreements evidencing awards granted to Messrs. Jack A. Hockema, John Barneson, John M. Donnan, Daniel J. Rinkenberger and James E. McAuliffe prior to 2008 under the Company’s 2006 Equity and Performance Incentive Plan (incorporated by reference to Exhibit 10.3 to the Current Report on Form 8-K, filed by the Company on December 31, 2008, File No. 000-52105). |
| | | | |
| **10.23 | | | 2008 Form of Executive Officer Restricted Stock Award Agreement (incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K, filed by the Company on March 4, 2008, File No. 000-52105). |
| | | | |
| **10.24 | | | 2008 Form of Executive Officer Performance Shares Award Agreement (incorporated by reference to Exhibit 10.3 to the Current Report on Form 8-K, filed by the Company on March 4, 2008, File No. 000-52105). |
| | | | |
| **10.25 | | | Kaiser Aluminum Corporation 2008 — 2010 Long-Term Incentive Program Summary of Management Objectives and Formula for Determining Performance Shares Earned (incorporated by reference to Exhibit 10.4 to the Current Report on Form 8-K, filed by the Company on March 4, 2008, File No. 000-52105). |
|
| **10.26 | | | 2008 Form of Non-Employee Director Restricted Stock Award Agreement (incorporated by reference to Exhibit 10.2 to the Quarterly Report on Form 10-Q, filed by the Company on August 7, 2008, File No. 000-52105). |
103
| | | | |
| Exhibit | | |
| Number | | Description |
| **10.27 | | | Summary of the Kaiser Aluminum Fabricated Products 2009 Short-Term Incentive Plan for Key Managers (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K, filed by the Company on March 10, 2009, File No. 000-52105). |
| | | | |
| **10.28 | | | Summary of the Kaiser Aluminum Fabricated Products 2008 Short-Term Incentive Plan for Key Managers (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K, filed by the Company on March 4, 2008, File No. 000-52105). |
| | | | |
| **10.29 | | | 2009 Form of Executive Officer Restricted Stock Award Agreement (incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K, filed by the Company on March 10, 2009, File No. 000-52105). |
| | | | |
| **10.30 | | | 2009 Form of Executive Officer Performance Shares Award Agreement (incorporated by reference to Exhibit 10.3 to the Current Report on Form 8-K, filed by the Company on March 10, 2009, File No. 000-52105). |
| | | | |
| **10.31 | | | Kaiser Aluminum Corporation 2009 — 2011 Long-Term Incentive Program Summary of Management Objectives and Formula for Determining Performance Shares Earned (incorporated by reference to Exhibit 10.4 to the Current Report on Form 8-K, filed by the Company on March 10, 2009, File No. 000-52105). |
| | | | |
| *21 | | | Significant Subsidiaries of Kaiser Aluminum Corporation. |
| | | | |
| *23.1 | | | Consent of Independent Registered Public Accounting FirmFirm. |
| | | | |
| | *3131.1 | .1 | | Certification of Jack A. Hockema pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. |
| | *31 | .2 | | |
| *31.2 | | | Certification of Joseph P. BellinoDaniel J. Rinkenberger pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. |
| | *32 | .1 | | |
| *32.1 | | | Certification of Jack A. Hockema pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. |
| | *32 | .2 | | |
| *32.2 | | | Certification of Joseph P. BellinoDaniel J. Rinkenberger pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. |
| | |
| * | | Filed herewith. |
| |
| ** | | Management contract or compensatory plan or arrangement required to be filed as an exhibit to this Annual Report onForm 10-K. |
107104
