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FORM 10-K
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
-----------------------
Annual Report Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
For the fiscal year ended December 31, 1994
Commission file number 1-9447
KAISER ALUMINUM CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 94-3030279
(State of Incorporation) (I.R.S. Employer Identification No.)
5847 SAN FELIPE, SUITE 2600, HOUSTON, TEXAS 77057-3010
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (713) 267-3777
Securities registered pursuant to Section 12(b) of the Act:
Name of each exchange
Title of each class on which registered
----------------------------- ------------------------
Common Stock, $.01 par value New York Stock Exchange
$.65 Depositary shares, each New York Stock Exchange
representing ownership of one-tenth
of a share of Series A Mandatory
Conversion Premium Dividend
Preferred Stock
Series A Mandatory Conversion Premium None
Dividend Preferred Stock,
$.05 par value
8.255% PRIDES, Convertible New York Stock Exchange
Preferred Stock,
$.05 par value
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. Yes X No
---- ----
Indicate by check mark if disclosure of delinquent filers pursuant to
Item 405 of Regulation S-K is not contained herein, and will not be
contained, to the best of registrant's knowledge, in definitive proxy
or information statements incorporated by reference in Part III of this
Form 10-K or any amendment to this Form 10-K. ___
As of March 15, 1995, there were 58,205,083 shares of the common stock
of the registrant outstanding. Based upon New York Stock Exchange
closing prices on March 15, 1995, the aggregate market value of the
registrant's common stock, $.65 depositary shares, and 8.255% PRIDES
held by non-affiliates was $327.8 million.
Certain portions of the registrant's annual report to shareholders for
the fiscal year ended December 31, 1994, are incorporated by reference
into Parts I, II, and IV of this Report on Form 10-K. Certain portions
of the registrant's definitive proxy statement 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 on Form 10-K.
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NOTE
Kaiser Aluminum Corporation's Report on Form 10-K filed with the
Securities and Exchange Commission includes all exhibits required to
be filed with the Report. Copies of this Report on Form 10-K,
including only Exhibit 21 of the exhibits listed on pages 19-22 of
this Report, are available without charge upon written request. The
registrant will furnish copies of the other exhibits to this Report on
Form 10-K upon payment of a fee of 25 cents per page. Please contact
the office set forth below to request copies of this Report on Form
10-K and for information as to the number of pages contained in each
of the other exhibits and to request copies of such exhibits:
Corporate Secretary
Kaiser Aluminum Corporation
5847 San Felipe, Suite 2600
Houston, Texas 77057-3010
(i)
KAISER ALUMINUM CORPORATION AND SUBSIDIARY COMPANIES
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TABLE OF CONTENTS
Page
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PART I . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
ITEM 1. BUSINESS . . . . . . . . . . . . . . . . . . . 1
ITEM 2. PROPERTIES . . . . . . . . . . . . . . . . . . 11
ITEM 3. LEGAL PROCEEDINGS . . . . . . . . . . . . . . . 11
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY
HOLDERS . . . . . . . . . . . . . . . . . . . 15
PART II . . . . . . . . . . . . . . . . . . . . . . . . . . . 15
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND
RELATED STOCKHOLDER MATTERS . . . . . . . . . 15
ITEM 6. SELECTED FINANCIAL DATA . . . . . . . . . . . . 16
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS . . . . . 16
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA . . 16
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
ACCOUNTING AND FINANCIAL DISCLOSURE . . . . . 16
PART III . . . . . . . . . . . . . . . . . . . . . . . . . . 16
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE .
REGISTRANT 16
ITEM 11. EXECUTIVE COMPENSATION . . . . . . . . . . . . 16
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
AND MANAGEMENT . . . . . . . . . . . . . . . . 16
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS 16
PART IV . . . . . . . . . . . . . . . . . . . . . . . . . . . 16
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES,
AND REPORTS ON FORM 8-K . . . . . . . . . . . . 16
SIGNATURES . . . . . . . . . . . . . . . . . . . . . . . . . 18
INDEX OF EXHIBITS . . . . . . . . . . . . . . . . . . . . . . 19
EXHIBIT 21 SUBSIDIARIES . . . . . . . . . . . . . . . . . . 23
(ii)
KAISER ALUMINUM CORPORATION AND SUBSIDIARY COMPANIES
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PART I
ITEM 1. BUSINESS
Industry Overview
Primary aluminum is produced by the refining of bauxite (the major
aluminum-bearing ore) into alumina (the intermediate material) and the
reduction of alumina into primary aluminum. Approximately two pounds
of bauxite are required to produce one pound of alumina, and
approximately two pounds of alumina are required to produce one pound
of primary aluminum. Aluminum's valuable physical properties include
its light weight, corrosion resistance, thermal and electrical
conductivity, and high tensile strength.
Demand
The packaging and transportation industries are the principal
consumers of aluminum in the United States, Japan, and Western Europe.
In the packaging industry, which accounted for approximately 22% of
consumption in 1993, aluminum's recyclability and weight advantages
have enabled it to gain market share from steel and glass, primarily
in the beverage container area. Nearly all beer cans and
approximately 95% of the soft drink cans manufactured for the United
States market are made of aluminum. Growth in the packaging area is
generally expected to continue in the 1990s due to general population
increase and to further penetration of the beverage can market in Asia
and Latin America, where aluminum cans are a substantially lower
percentage of the total beverage container market than in the United
States.
In the transportation industry, which accounted for approximately 29%
of aluminum consumption in the United States, Japan, and Western
Europe in 1993, automotive manufacturers use aluminum instead of steel
or copper for an increasing number of components, including radiators,
wheels, and engines, in order to meet more stringent environmental and
fuel efficiency requirements through vehicle weight reduction.
Management believes that sales of aluminum to the transportation
industry have considerable growth potential due to projected increases
in the use of aluminum in automobiles.
Supply
As of year-end 1994, Western world aluminum capacity from 108 smelting
facilities was approximately 16.3 million tons* per year. Net exports
of aluminum from the former Sino Soviet bloc increased approximately
threefold from 1990 levels during the period from 1991 through 1994 to
approximately two million tons per year. These exports contributed to
a significant increase in London Metal Exchange stocks of primary
aluminum which peaked in mid-1994. See "-Recent Industry Trends."
Government officials from the European Union, the United States,
Canada, Norway, Australia, and the Russian Federation have ratified
as a trade agreement a Memorandum of Understanding (the "Memorandum")
which provided, in part, for (i) a reduction in Russian Federation
primary aluminum production by 300,000 tons per year within three
months of the date of ratification of the Memorandum and an additional
200,000 tons within the following three months, (ii) improved
availability of comprehensive data on Russian aluminum production, and
(iii) certain assistance to the Russian aluminum industry. The
Memorandum did not require specific levels of production cutbacks by
other producing nations. The Memorandum was finalized in February
1994 and is scheduled to remain in effect through the end of 1995.
_____________________
* All references to tons in this Report refer to metric tons of
2,204.6 pounds.
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KAISER ALUMINUM CORPORATION AND SUBSIDIARY COMPANIES
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ITEM 1. BUSINESS (continued)
Based upon information currently available, management believes that
only moderate additions will be made during 1995-1996 to Western world
alumina and primary aluminum production capacity. The increases in
alumina capacity during 1995-1996 are expected to come from one new
refinery and incremental expansions of existing refineries.
Recent Industry Trends
The aluminum industry environment improved significantly in 1994
compared to 1993. Prices of primary aluminum were at historic lows in
real terms near the beginning of 1994, but nearly doubled by the end
of 1994. In response to low prices of primary aluminum in 1993 and
the first part of 1994, a number of smelting facilities were partially
or fully curtailed. Western world production of primary aluminum
declined in 1994 to approximately 14.5 million tons from approximately
15.1 million tons in 1993. Demand for aluminum products was
relatively weak in 1993, but became very strong in the United
States and became firm in Europe in 1994. Primary aluminum prices
improved not only because of improved demand, but also because the
inventories of primary aluminum on the London Metal Exchange were
substantially reduced in the second half of 1994. However,
significant amounts of inventory remained at the end of 1994, and
some reduction of prices from year-end 1994 occurred in the first
quarter of 1995 to reflect that circumstance.
When previously curtailed smelting capacity is restarted, it will
result in an increase in the demand for alumina to supply those
operations. In addition, in the last several years, large amounts of
alumina have been imported into the Commonwealth of Independent
States. Consequently, management believes that alumina demand and
prices will strengthen as smelters are restarted.
Supply and demand fundamentals for the flat-rolled aluminum products
business, particularly in the can sheet business, improved in 1994
because of higher demand and a reduction of supply. Management
believes that supply and demand for these products will move toward
being in balance. The demand for aluminum extrusions and forgings in
1994 also improved compared to 1993, and supply and demand for these
products also is expected to move toward being in balance.
Overall, management believes that there will be relatively strong
demand for aluminum for the near future, barring an economic
recession. This demand is expected to come both from continued growth
in the developed markets through increased penetration of the
automotive sector, and from general uses in emerging markets.
The Company
General
Kaiser Aluminum Corporation ("the Company") is a direct subsidiary of
MAXXAM Inc. ("MAXXAM"). The Company, through its subsidiary, Kaiser
Aluminum & Chemical Corporation ("KACC"), operates in all principal
aspects of the aluminum industry the mining of bauxite, the refining
of bauxite into alumina, the production of primary aluminum from
alumina, and the manufacture of fabricated (including semi-fabricated)
aluminum products. In addition to the production utilized by KACC in
its operations, KACC sells significant amounts of alumina and primary
aluminum in domestic and international markets. In 1994, KACC
produced approximately 2,928,500 tons of alumina, of which
approximately 71% was sold to third parties, and produced 415,000 tons
of primary aluminum, of which approximately 54% was sold to third
parties. KACC is also a major domestic supplier of fabricated
aluminum products. In 1994, KACC shipped approximately 399,000 tons
of fabricated aluminum products to third parties, which accounted for
approximately 6% of the total tonnage of United States domestic
shipments in 1994. A majority of KACC's fabricated products are used
by customers as components in the manufacture and assembly of finished
end-use products. Note 11 of the Notes to Consolidated Financial
Statements contained in the Company's 1994 Annual Report to
Shareholders (the "Annual Report") is incorporated herein by
reference.
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ITEM 1. BUSINESS (continued)
The following table sets forth total shipments and intracompany
transfers of KACC's alumina, primary aluminum, and fabricated aluminum
operations:
Year Ended December 31,
---------------------------------
1994 1993 1992
---------- --------- -------
(in thousands of tons)
ALUMINA:
Shipments to Third Parties 2,086.7 1,997.5 2,001.3
Intracompany Transfers 820.9 807.5 878.2
PRIMARY ALUMINUM:
Shipments to Third Parties 224.0 242.5 355.4
Intracompany Transfers 225.1 233.6 224.4
FABRICATED ALUMINUM PRODUCTS:
Shipments to Third Parties 399.0 373.2 343.6
Sensitivity to Prices and Hedging Programs
The Company's 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 and on KACC's hedging strategies. Through its variable
cost structures, forward sales, and hedging programs, KACC has
attempted to mitigate its exposure to possible declines in the market
prices of alumina, primary aluminum, and fabricated aluminum products
while retaining the ability to participate in favorable pricing
environments that may materialize. See "MANAGEMENT'S DISCUSSION AND
ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS - Trends
Sensitivity to Prices and Hedging Programs."
Production Operations
The Company's operations are conducted through KACC's decentralized
business units which compete throughout the aluminum industry.
o The alumina business unit, which mines bauxite and obtains
additional bauxite tonnage under long-term contracts, produced
approximately 8% of Western world alumina in 1994. During 1994,
KACC utilized approximately 80% of its bauxite production at its
alumina refineries and the remainder was either sold to third
parties or tolled into alumina by a third party. In addition,
during 1994 KACC utilized approximately 29% of its alumina for
internal purposes and sold the remainder to third parties. KACC's
share of total Western world alumina capacity was approximately 8%
in 1994.
o The primary aluminum products business unit operates two domestic
smelters wholly owned by KACC and two foreign smelters in which
KACC holds significant ownership interests. In 1994, KACC
utilized approximately 46% of its primary aluminum for internal
purposes and sold the remainder to third parties. KACC's share of
total Western world primary aluminum capacity was approximately 3%
in 1994.
o Fabricated aluminum products are manufactured by three business
units - flat-rolled products, extruded products, and forgings -
which manufacture a variety of fabricated products (including
body, lid, and tab stock for beverage containers, sheet and plate
products, screw machine stock, redraw rod, forging stock, truck
wheels and hubs, air bag canisters, and other forgings and
extruded products) and operate plants located in principal
marketing areas of the United States and Canada. Substantially
all of the primary aluminum utilized in KACC's fabricated products
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KAISER ALUMINUM CORPORATION AND SUBSIDIARY COMPANIES
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ITEM 1. BUSINESS (continued)
operations is obtained internally, with the balance of the metal
utilized in its fabricated products operations obtained from scrap
metal purchases.
Alumina
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The following table lists KACC's bauxite mining and alumina
refining facilities as of December 31, 1994:
Annual
Production Total
Capacity Annual
Company Available to Production
Activity Facility Location Ownership the Company Capacity
-------- -------- ----------- ----------- -------------- -------------
(tons) (tons)
Bauxite Mining KJBC <F1> Jamaica 49% 4,500,000 4,500,000
Alpart<F2> Jamaica 65% 2,275,000 3,500,000
--------- ---------
6,775,000 8,000,000
========= =========
Alumina Refining Gramercy Louisiana 100% 1,000,000 1,000,000
Alpart Jamaica 65% 943,000 1,450,000
QAL Australia 28.3% 934,000 3,300,000
--------- ---------
2,877,000 5,750,000
========= =========
____________________
<F1> Although KACC owns 49% of Kaiser Jamaica Bauxite Company, it
has the right to receive all of such entity's output.
<F2> Alpart bauxite is refined into alumina at the Alpart refinery.
Bauxite mined in Jamaica by Kaiser Jamaica Bauxite Company
("KJBC") is refined into alumina at KACC's plant at Gramercy,
Louisiana, or is sold to third parties. In 1979, the Government
of Jamaica granted KACC a mining lease for the mining of bauxite
sufficient to supply KACC's then-existing Louisiana alumina
refineries at their annual capacities of 1,656,000 tons per year
until January 31, 2020. Alumina from the Gramercy plant is sold
to third parties. KACC has entered into a series of medium-term
contracts for the supply of natural gas to the Gramercy plant.
The price of such gas varies based upon certain spot natural gas
prices. For 1995 KACC has, however, established a fixed price
for a portion of the delivered gas through a hedging program.
Alumina Partners of Jamaica ("Alpart") holds bauxite reserves and
owns a 1,450,000 tons per year alumina plant located in Jamaica.
KACC has a 65% interest in Alpart and Hydro Aluminium a.s
("Hydro") owns the remaining 35% interest. KACC has management
responsibility for the facility on a fee basis. KACC and Hydro
have agreed to be responsible for their proportionate shares of
Alpart's costs and expenses. The Government of Jamaica has
granted Alpart a mining lease and has entered into other
agreements with Alpart designed to assure that sufficient
reserves of bauxite will be available to Alpart to operate its
refinery as it may be expanded to a capacity of 2,000,000 tons
per year through the year 2024.
Alpart has entered into an agreement for the supply of
substantially all of its fuel oil through 1996. The balance of
Alpart's fuel oil requirements through 1996 will be purchased in
the spot market.
KACC holds a 28.3% interest in Queensland Alumina Limited
("QAL"), which owns the largest and one of the most efficient
alumina refineries in the world, located in Queensland,
Australia. QAL refines bauxite into alumina, essentially on a
cost basis, for the account of its stockholders pursuant to long-
term tolling contracts. The stockholders, including
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KAISER ALUMINUM CORPORATION AND SUBSIDIARY COMPANIES
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ITEM 1. BUSINESS (continued)
KACC, purchase bauxite from another QAL stockholder pursuant to
long-term supply contracts. KACC has contracted to take
approximately 751,000 tons per year of capacity or pay standby
charges. KACC is unconditionally obligated to pay amounts
calculated to service its share ($78.7 million at December 31,
1994) of certain debt of QAL, as well as other QAL costs and
expenses, including bauxite shipping costs. QAL's annual
production capacity is approximately 3,300,000 tons, of which
approximately 934,000 tons are available to KACC.
KACC's principal customers for bauxite and alumina consist of
large and small domestic and international aluminum producers that
purchase bauxite and reduction-grade alumina for use in their
internal refining and smelting operations and trading
intermediaries who resell raw materials to end-users. In 1994,
KACC sold all of its bauxite to one customer, and sold alumina to
12 customers, the largest and top five of which accounted for
approximately 19% and 82% of such sales, respectively. Among
alumina producers, the Company believes KACC is now the world's
second largest seller of alumina to third parties. KACC's
strategy is to sell a substantial portion of the bauxite and
alumina available to it in excess of its internal refining and
smelting requirements pursuant to multi-year sales contracts.
Marketing and sales efforts are conducted by executives of the
alumina business unit and KACC. See "MANAGEMENT'S DISCUSSION AND
ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS - Trends
- Sensitivity to Prices and Hedging Programs."
Primary Aluminum Products
-------------------------
The following table lists KACC's primary aluminum smelting
facilities as of December 31, 1994:
Annual Rated Total
Capacity Annual 1994
Company Available to Rated Operating
Location Facility Ownership the Company Capacity Rate
---------- ---------- ----------- -------------- --------- ----------
(tons) (tons)
Domestic
Washington Mead 100% 200,000 200,000 80%
Washington Tacoma 100% 73,000 73,000 76%
-------- --------
Subtotal 273,000 273,000
-------- --------
International
Ghana Valco 90% 180,000 200,000 70%
Wales, United Kingdom Anglesey 49% 55,000 112,000 113%
-------- --------
Subtotal 235,000 312,000
-------- --------
508,000 585,000
======== ========
KACC owns two smelters located at Mead and Tacoma, Washington, where
alumina is processed into primary aluminum. The Mead facility uses
pre-bake technology and produces primary aluminum, almost all of
which is used at KACC's Trentwood fabricating facility and the
balance of which is sold to third parties. The Tacoma plant uses
Soderberg technology and produces primary aluminum and high-grade,
continuous-cast, redraw rod, which currently commands a premium
price in excess of the price of primary aluminum. Both smelters
have achieved significant production efficiencies in recent years
through retrofit technology, cost controls, and semi-variable
wage and power contracts, leading to increases in production
volume and enhancing their ability to compete with newer smelters.
At the Mead plant, KACC has converted to welded anode assemblies
to increase energy efficiency, extended the anode life-cycle in
the smelting process, changed from pencil to liquid pitch to
produce carbon anodes which achieved environmental and operating
savings, and engaged in efforts to increase production through the
use of improved, higher-efficiency reduction cells.
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ITEM 1. BUSINESS (continued)
Electrical power represents an important production cost for KACC at
its Mead and Tacoma smelters. The basic electricity supply contract
between the Bonneville Power Administration (the "BPA") and KACC
expires in 2001. The electricity contracts between the BPA and its
direct service industry customers (which consist of 15 energy
intensive companies, principally aluminum producers, including KACC)
permit the BPA to interrupt up to 25% of the amount of power which
it normally supplies to such customers. KACC has operated its Mead
and Tacoma smelters in Washington at approximately 75% of their
full capacity since January 1993, when three reduction potlines were
removed from production (two at its Mead smelter and one at its
Tacoma smelter) in response to a power reduction imposed by the BPA.
Although full BPA power was restored as of April 1, 1994, a 25%
power reduction was imposed again by the BPA as of August 1, 1994,
which reduction continued through November 30, 1994. Full BPA
power was restored on December 1, 1994, and the BPA has stated
that it expects to be able to provide full service through November
30, 1995. KACC has operated its Trentwood fabrication facility
without curtailment of its production.
Through June 1996, KACC pays for power on a basis which varies,
within certain limits, with the market price of primary aluminum,
and thereafter KACC will pay for power at rates to be negotiated.
Effective October 1, 1993, an increase in the base rate the BPA
charged to its direct service industry customers for electricity was
adopted, and that rate is expected to remain in effect through
September 1995. In February 1995, the BPA issued an initial rate
increase announcement which proposed a 5.4% increase to the direct
service industry customers. If the proposed increase becomes
effective, it would increase production costs at the Mead and Tacoma
smelters by approximately $5.0 million per year based on the current
operating rate of those smelters. A rate increase could take effect
as early as October 1995; however, there is no certainty that the
proposed rate increase, or any rate increase, will become effective
in October 1995 or at any later time.
KACC manages, and holds a 90% interest in, the Volta Aluminium
Company Limited ("Valco") aluminum smelter in Ghana. The Valco
smelter uses pre-bake technology and processes alumina supplied by
KACC and the other participant into primary aluminum under long-term
tolling contracts which provide for proportionate payments by the
participants in amounts intended to pay not less than all of Valco's
operating and financing costs. KACC's share of the primary aluminum
is sold to third parties. Power for the Valco smelter is supplied
under an agreement which expires in 2017. The agreement indexes
two-thirds of the price of the contract quantity to the market
price of primary aluminum. The agreement also provides for a
review and adjustment of the base power rate and the price index
every five years. The most recent review was completed in April
1994 for the 1994-1998 period. Valco has entered into an agreement
with the government of Ghana under which Valco has been assured
(except in cases of force majeure) that it will receive sufficient
electric power to operate at its current level of three and one-
half potlines through December 31, 1996. Management believes that
with normal rainfall during 1995 and 1996, Valco should have
available sufficient electric power to operate at its current level
during 1995 and 1996.
KACC has a 49% interest in the Anglesey Aluminium Limited
("Anglesey") aluminum smelter and port facility at Holyhead, Wales.
The Anglesey smelter uses pre-bake technology. KACC supplies 49% of
Anglesey's alumina requirements and purchases 49% of Anglesey's
aluminum output. KACC sells its share of Anglesey's output to third
parties. Power for the Anglesey aluminum smelter is supplied under
an agreement which expires in 2001.
KACC has developed and installed proprietary retrofit technology in
all of its smelters. This technology - which includes the redesign
of the cathodes and anodes that conduct electricity through
reduction cells, improved "feed" systems that add alumina to the
cells, and a computerized system that controls energy flow in the
cells - enhances KACC's ability to compete more effectively with
the industry's newer smelters. KACC is actively engaged in efforts
to license this technology and sell technical and managerial
assistance to other producers worldwide, and may participate in
joint ventures or similar business partnerships which employ KACC's
technical and managerial knowledge. See " -Research and
Development."
KACC's principal primary aluminum customers consist of large trading
intermediaries and metal brokers, who resell primary aluminum to
fabricated product manufacturers, and large and small international
aluminum fabricators. In 1994,
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KAISER ALUMINUM CORPORATION AND SUBSIDIARY COMPANIES
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ITEM 1. BUSINESS (continued)
KACC sold its primary aluminum production not utilized for internal
purposes to approximately 35 customers, the largest and top five of
which accounted for approximately 25% and 68% of such sales,
respectively. Marketing and sales efforts are conducted by a small
staff located at the business unit's headquarters in Pleasanton,
California, and by senior executives of KACC who participate in the
structuring of major sales transactions. A majority of the business
unit's sales are based upon long-term relationships with metal
merchants and end-users. See "MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS - Trends -
Sensitivity to Prices and Hedging Programs."
Fabricated Aluminum Products
----------------------------
KACC manufactures and markets fabricated aluminum products for the
packaging, transportation, construction, and consumer durables
markets in the United States and abroad. Sales in these markets are
made directly and through distributors to a large number of
customers, both domestic and foreign. In 1994, seven domestic
beverage container manufacturers constituted the leading customers
for KACC's fabricated products and accounted for approximately
17% of the Company's sales revenue.
KACC's fabricated products compete with those of numerous domestic
and foreign producers and with products made with steel, copper,
glass, plastic, and other materials. Product quality, price, and
availability are the principal competitive factors in the market for
fabricated aluminum products. KACC has refocused its fabricated
products operations to concentrate on selected products in which
KACC has production expertise, high quality capability, and
geographic and other competitive advantages. See "MANAGEMENT'S
DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS - Trends - Sensitivity to Prices and Hedging Programs."
Flat-Rolled Products - The flat-rolled products business unit, the
largest of KACC's fabricated products businesses, operates the
Trentwood sheet and plate mill at Spokane, Washington. The
Trentwood facility is KACC's largest fabricating plant and
accounted for substantially more than one-half of KACC's 1994
fabricated aluminum products shipments. The business unit supplies
the beverage container market (producing body, lid, and tab stock),
the aerospace market, and the tooling plate, heat-treated alloy and
common alloy coil markets, both directly and through distributors.
KACC announced in October 1993 that it was restructuring its flat-
rolled products operation at its Trentwood plant to reduce that
facility's annual operating costs. The Trentwood restructuring is
expected to result in annual cost savings of at least $50.0 million
after it has been fully implemented (which is expected to occur by
the end of 1995).
KACC's flat-rolled products are sold primarily to beverage container
manufacturers located in the western United States and in the Asian
Pacific Rim countries where the Trentwood plant's location provides
KACC with a transportation advantage. Quality of products for the
beverage container industry and timeliness of delivery are the
primary bases on which KACC competes. Management believes that
KACC's capital improvements at Trentwood have enhanced the quality
of KACC's products for the beverage container industry and the
capacity and efficiency of KACC's manufacturing operations, and
that KACC is one of the highest quality producers of aluminum
beverage can stock in the world.
In 1994, the flat-rolled products business unit had 25 foreign and
domestic can stock customers, the majority of which were beverage
can manufacturers (including five of the six major domestic
beverage can manufacturers) and the balance of which were brewers.
The largest and top five of such customers accounted for
approximately 26% and 51%, respectively, of the business unit's
sales revenue. In 1994, the business unit shipped products to over
200 customers in the aerospace, transportation, and industrial
("ATI") markets, most of which were distributors who sell to a
variety of industrial end-users. The top five customers in the ATI
markets for flat-rolled products accounted for approximately 13% of
the business unit's sales revenue. The marketing staff for the
flat-rolled products business unit is located at the Trentwood
facility and in Pleasanton, California. Sales are made directly to
customers (including distributors) from eight sales offices located
throughout the United States. International customers are served
by sales offices in the Netherlands and Japan and by independent
sales agents in Asia and Latin America.
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ITEM 1. BUSINESS (continued)
Extruded Products - The extruded products business unit is
headquartered in Dallas, Texas, and operates soft-alloy extrusion
facilities in Los Angeles, California; Santa Fe Springs, California;
Sherman, Texas; and London, Ontario, Canada; a cathodic protection
business located in Tulsa, Oklahoma, that also extrudes both
aluminum and magnesium; rod and bar facilities in Newark, Ohio, a
facility in Jackson, Tennessee, which produce screw machine stock,
redraw rod, forging stock, and billet, and a facility in Richland,
Washington, which is expected to be in full operation in the second
quarter of 1995 and which will produce seamless tubing in both hard
and soft alloys for the automotive, other transportation, export,
recreation, agriculture, and other industrial markets. Each of the
soft-alloy extrusion facilities has fabricating capabilities and
provides finishing services.
The extruded products business unit's major markets are in the
transportation industry, to which it provides extruded shapes for
automobiles, trucks, trailers, cabs, and shipping containers, and
distribution, durable goods, defense, building and construction,
ordnance, and electrical markets. In 1994, the extruded products
business unit had over 950 customers for its products, the largest
and top five of which accounted for approximately 6% and 20%,
respectively, of its sales revenue. Sales are made directly from
plants as well as marketing locations across the United States.
Forgings - The forgings business unit operates forging facilities at
Erie, Pennsylvania; Oxnard, California; and Greenwood, South
Carolina; and a machine shop at Greenwood, South Carolina. The
forgings business unit is one of the largest producers of aluminum
forgings in the United States and is a major supplier of high-
quality forged parts to customers in the automotive, commercial
vehicle, and ordnance markets. The high strength-to-weight
properties of forged aluminum make it particularly well suited for
automotive applications.
In 1994, the forgings business unit had over 300 customers for its
products, the largest and top five of which accounted for
approximately 30% and 69%, respectively, of the forgings business
unit's sales revenue. The forgings business unit's headquarters is
located in Erie, Pennsylvania, and additional sales, marketing, and
engineering groups are located in the midwestern and western United
States.
Competition
Aluminum products compete in many markets with steel, copper, glass,
plastic, and numerous other materials. Within the aluminum
business, KACC competes with both domestic and foreign producers of
bauxite, alumina, and primary aluminum, and with domestic and
foreign fabricators. Many of KACC's competitors have greater
financial resources than KACC. KACC's principal competitors in the
sale of alumina include Alcoa of Australia Ltd., Glencore Ltd., and
Pechiney S.A. KACC competes with most aluminum producers in the
sale of primary aluminum.
Primary aluminum and, to some degree, alumina are commodities with
generally standard qualities, and competition in the sale of these
commodities is based primarily upon price, quality, and
availability. KACC also competes with a wide range of domestic and
international fabricators in the sale of fabricated aluminum
products. Competition in the sale of fabricated products is based
upon quality, availability, price, and service, including delivery
performance. KACC concentrates its fabricating operations on
selected products in which KACC has production expertise, high
quality capability, and geographic and other competitive advantages.
Management believes that, assuming the current relationship between
worldwide supply and demand for alumina and primary aluminum does
not change materially, the loss of any one of KACC's customers,
including intermediaries, would not have a material adverse effect
on the Company's business or operations.
Research and Development
KACC conducts research and development activities principally at
four facilities - the Center for Technology ("CFT") in Pleasanton,
California; the Primary Aluminum Products Division Technology Center
("DTC") adjacent to the Mead smelter
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ITEM 1. BUSINESS (continued)
in Washington; the Alumina Development Laboratory ("ADL") at the
Gramercy, Louisiana refinery, which is a part of Kaiser Alumina
Technical Services ("KATS"), and the Automotive Product Development
Office located near Detroit, Michigan. Net expenditures for
Company-sponsored research and development activities were $16.7
million in 1994, $18.5 million in 1993, and $13.5 million in 1992.
KACC's research staff totaled 166 at December 31, 1994. KACC
estimates that research and development net expenditures will be in
the range of approximately $20.0 - $22.0 million in 1995.
CFT performs research and development across a range of aluminum
process and product technologies to support KACC's business units
and new business opportunities. It also selectively offers
technical services to third parties. A significant effort is
directed at the automotive market. One project directed at
automotive sheet development is carried out cooperatively with
Furukawa Electric Co., Ltd. of Japan, Pechiney Rhenalu of France,
and Kawasaki Steel Corporation of Japan. The largest and most
notable single project being developed at CFT is a "micromill"
process for producing can body sheet. A pilot facility has been
constructed and operated at CFT. Based on the results achieved so
far, the Company hopes to finalize in 1995 plans for construction
of a full-scale commercial micromill.
DTC maintains specialized laboratories and a miniature carbon plant
where experiments with new anode and cathode technology are
performed. DTC supports KACC's primary aluminum smelters, and
concentrates on the development of cost-effective technical
innovations such as equipment and process improvements. KATS,
including ADL, provides improved alumina process technology to KACC
facilities and technical support to new business ventures in
cooperation with KACC's international business development group.
The Automotive Product Development Office is a sales and application
engineering facility located near Detroit-area carmakers and works
with customers, CFT and plant personnel to create new automotive
component designs and improve existing products.
KACC is actively engaged in efforts to license its technology and
sell technical and managerial assistance to other producers
worldwide. Pursuant to various arrangements, KACC's technology has
been installed in alumina refineries, aluminum smelters and rolling
mills located in the United States, Jamaica, Sweden, Germany,
Russia, India, Australia, Korea, New Zealand, Ghana, Europe, and
the United Kingdom. KACC's technology sales and revenue from
technical assistance to third parties were $10.0 million in 1994,
$12.8 million in 1993, and $14.1 million in 1992.
KACC has entered into agreements with respect to the Krasnoyarsk
smelter located in Russia pursuant to which KACC has licensed
certain of its technology for use in such facility and agreed to
provide purchasing services in obtaining Western-sourced
technology and equipment to be used in such facility. These
agreements were entered into in November 1990, and the services
under them are expected to be completed in 1996. In addition,
KACC has entered into agreements with respect to the Nadvoitsy
smelter located in Russia and the Korba smelter of the Bharat
Aluminum Co. Ltd., located in India, pursuant to which KACC
has licensed certain of its technology for use in such facilities.
The agreements relating to the Nadvoitsy and Korba smelters were
entered into in 1993 and the services under such agreements are
expected to be completed in 1995.
Employees
During 1994, KACC employed an average of 9,744 persons, compared
with an average of 10,220 employees in 1993, and 10,130 employees
in 1992. At December 31, 1994, KACC's work force was 9,468,
including a domestic work force of 5,812, of whom 3,978 were paid
at an hourly rate. Most hourly paid domestic employees are covered
by collective bargaining agreements with various labor unions.
Approximately 71% of such employees are covered by a master
agreement (the "Labor Contract") with the United Steelworkers of
America ("USWA") which expires on September 30, 1998. The Labor
Contract covers KACC's plants in Spokane (Trentwood and Mead) and
Tacoma, Washington; Gramercy, Louisiana; and Newark, Ohio.
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ITEM 1. BUSINESS (continued)
The Labor Contract provides for base wages at all covered plants.
In addition, workers covered by the Labor Contract may receive
quarterly bonus payments based on various indices of profitability,
productivity, efficiency, and other aspects of specific plant
performance, as well as, in certain cases, the price of alumina or
primary aluminum. Pursuant to the Labor Contract, base wage rates
were raised effective January 2, 1995, and will be raised an
additional amount effective November 6, 1995, and November 3, 1997,
and an amount in respect of the cost of living adjustment under the
previous master agreement will be phased into base wages during the
term of the Labor Contract. In the second quarter of 1995, KACC
will acquire up to $2,000 of preference stock held in a stock plan
for the benefit of each of approximately 82% of the employees
covered by the Labor Contract and in the first half of 1998 up to
an additional $4,000 of such preference stock held in such plan for
the benefit of substantially the same employees. In addition,
if a profitability test is satisfied, KACC will acquire during
1996 or 1997 up to an additional $1,000 of such preference stock
held in such plan for the benefit of substantially the same
employees. KACC will make comparable acquisitions of preference
stock held for the benefit of each of certain salaried employees.
Management considers KACC's employee relations to be satisfactory.
See "MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS - Trends - Labor Matter."
Environmental Matters
The Company and KACC are subject to a wide variety of international,
state, and local environmental laws and regulations ("Environmental
Laws") which continue to be adopted and amended. The Environmental
Laws regulate, among other things, air and water emissions and
discharges; the generation, storage, treatment, transportation, and
disposal of solid and hazardous waste; the release of hazardous or
toxic substances, pollutants and contaminants into the environment;
and, in certain instances, the environmental condition of industrial
property prior to transfer or sale. In addition, the Company and
KACC are subject to various federal, state, and local workplace
health and safety laws and regulations ("Health Laws").
From time to time, KACC is subject, with respect to its current and
former operations, to fines or penalties assessed for alleged
breaches of the Environmental and Health Laws and to claims and
litigation brought by federal, state or local agencies and by
private parties seeking remedial or other enforcement action under
the Environmental and Health Laws or damages related to alleged
injuries to health or to the environment, including claims with
respect to certain waste disposal sites and the remediation of
sites presently or formerly operated by KACC. See "LEGAL
PROCEEDINGS." KACC currently is subject to a number of lawsuits
under the Comprehensive Environmental Response, Compensation and
Liability Act of 1980, as amended by the Superfund Amendments and
Reauthorization Act of 1986 ("CERCLA"). KACC, along with certain
other entities, has been named as a Potentially Responsible Party
("PRP") for remedial costs at certain third-party sites listed on
the National Priorities List under CERCLA and, in certain instances,
may be exposed to joint and several liability for those costs or
damages to natural resources.
KACC's Mead, Washington, facility has been listed on the National
Priorities List under CERCLA. In addition, in connection with
certain of its asset sales, KACC has indemnified the purchasers of
assets with respect to certain liabilities (and associated expenses)
resulting from acts or omissions arising prior to such dispositions,
including environmental liabilities. While uncertainties are
inherent in the final outcome of these matters, and it is presently
impossible to determine the actual costs that ultimately may be
incurred, management currently believes that the resolution of such
uncertainties should not have a material adverse effect on the
Company's consolidated financial position or results of operations.
Environmental capital spending was $11.9 million in 1994, $12.6
million in 1993, and $13.1 million in 1992. Annual operating costs
for pollution control, not including corporate overhead or
depreciation, were approximately $23.1 million in 1994, $22.4
million in 1993, and $21.6 million in 1992. Legislative,
regulatory, and economic uncertainties make it difficult to project
future spending for these purposes. However, the Company currently
anticipates that in the 1995-1996 period, environmental capital
spending will be within the range of approximately $15.0 - $18.0
million per year, and operating costs for pollution control will be
within the range of $25.0 - $27.0 million per year. In addition,
$3.6 million
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ITEM 1. BUSINESS (continued)
in cash expenditures in 1994, $7.2 million in 1993, and $9.6 million
in 1992 were charged to previously established reserves relating
to environmental costs. Approximately $11.4 million is expected
to be charged to such reserves in 1995.
See "MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS - Financial Condition and Capital Spending -
Environmental Contingencies." The portion of Note 9 of the Notes to
Consolidated Financial Statements contained in the Annual Report
under the heading "Environmental Contingencies" is incorporated
herein by reference.
ITEM 2. PROPERTIES
The locations and general character of the principal plants, mines,
and other materially important physical properties relating to
KACC's operations are described in "ITEM 1. BUSINESS," and those
descriptions are incorporated herein by reference. KACC owns in fee
or leases all the real estate and facilities used in connection with
its business. Plants and equipment and other facilities are
generally in good condition and suitable for their intended uses,
subject to changing environmental requirements. Although KACC's
domestic aluminum smelters and alumina facility were initially
designed early in KACC's history, they have been modified frequently
over the years to incorporate technological advances in order to
improve efficiency, increase capacity, and achieve energy savings.
Management believes that KACC's domestic plants are cost competitive
on an international basis. Due to KACC's variable cost structure,
the plants' operating costs are relatively lower in periods of low
primary aluminum prices and relatively higher in periods of high
primary aluminum prices.
KACC's obligations under the Credit Agreement entered into on
February 17, 1994, as amended (the "1994 Credit Agreement"), are
secured by, among other things, mortgages on KACC's major domestic
plants (other than the Gramercy alumina plant). See "MANAGEMENT'S
DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS - Financial Condition and Capital Spending."
ITEM 3. LEGAL PROCEEDINGS
Aberdeen Pesticide Dumps Site Matter
The Aberdeen Pesticide Dumps Site, listed on the Superfund National
Priorities List, is composed of five separate sites around the town
of Aberdeen, North Carolina. These sites (collectively, the
"Sites") include the Farm Chemicals Site, Twin Sites, Fairway Six
Site, McIver Dump Site and the Route 211 Site. The Sites are of
concern to the United States Environmental Protection Agency (the
"EPA") because of their past use as either pesticide formulation
facilities or pesticide disposal areas from approximately the mid-
1930s through the late 1980s.
The United States originally filed a cost recovery complaint (as
amended, the "Complaint") in the United States District Court for
the Middle District of North Carolina, Rockingham Division, No.
C-89-231-R, against five defendants on March 31, 1989, and
subsequently amended its complaint to add another ten defendants
on February 6, 1991, and another four defendants on August 1, 1991.
Neither the Company nor KACC were defendants named in the Complaint.
The Complaint seeks reimbursement for past and future response
costs and a determination of liability of the defendants under
Section 107 of CERCLA. On or about October 2, 1991, KACC, along
with approximately 17 other parties, was served with third party
complaints from four of the defendants named in the Complaint (the
"Third Party Plaintiffs") alleging claims arising under various
theories of contribution and indemnity. On October 22, 1992, the
United States filed a motion for leave to file an amended complaint
naming KACC as a first party defendant in its cost recovery action.
On February 16, 1993, the court granted that motion.
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ITEM 3. LEGAL PROCEEDINGS (continued)
The EPA has performed a Remedial Investigation/Feasibility Study and
issued a Record of Decision ("ROD") dated September 30, 1991, for
the Sites. The major remedy selected for the Sites in the ROD
consisted of excavation of contaminated soil, treatment of the
contaminated soil at a single location utilizing thermal treatment,
and placement of the treated material back into the areas of
excavation. The estimated cost of such remedy for the Sites is
approximately $32 million. Other possible remedies described in
the ROD included on-site incineration and on-site ash disposal at
an estimated cost of approximately $53 million, and off-site
incineration and disposal at an estimated cost of approximately
$222 million. The EPA has stated that it has incurred past costs
at the Sites in the range of $7.5 - $8 million as of February 9,
1993, and alleges that response costs will continue to be incurred
in the future.
On May 20, 1993, the EPA issued three unilateral Administrative
Orders under Section 106(a) of CERCLA ordering the respondents,
including KACC, to perform the remedial design and remedial action
described in the ROD for the Farm Chemicals Site (EPA Docket No. 93-
13-C), Twin Sites (EPA Docket No. 93-14-C) and Fairway Six Site (EPA
Docket No. 93-15-C). The estimated cost as set forth in the ROD for
the remedial action at the three Sites is approximately $27 million.
In addition to KACC, respondents named in the Administrative Orders
for all three Sites include J. M. Taylor, Grower Service Corporation,
E. I. DuPont de Nemours & Co., Olin Corporation, UCI Holdings, Inc.,
PPG Industries, Inc., and Union Carbide Corporation. Ciba-Geigy
Corporation, Hercules, Inc., Mobil Oil Corporation, Shell Oil
Company, The Boots Company (USA), Inc., Nor-Am Chemical Co., George
D. Anderson, Farm Chemicals, Inc., Partners In The Pits, Ltd., Dan F.
Maples, Pits Management Corp., Maples Golf Construction, Inc., Yadco
of Pinehurst, Inc., and Robert Trent Jones are named as respondents
for one or two of the Sites.
KACC has entered into a PRP Participation Agreement with certain of
the respondents to participate jointly in responding to the
Administrative Orders dated May 20, 1993, regarding soil remediation,
to share costs incurred on an interim basis, and to seek to reach a
final allocation of costs through agreement or to allow such final
allocation and determination of liability to be made by the United
States District Court. By letter dated July 6, 1993, KACC has
notified the EPA of its ongoing participation with such group of
respondents which, as a group, are intending to comply with the
Administrative Orders to the extent consistent with applicable law.
By letters dated December 30, 1993, the EPA notified KACC of its
potential liability for, and requested that KACC, along with certain
other named companies, undertake or agree to finance, groundwater
remediation at certain of the Sites.
On June 22, 1994, the EPA issued two Unilateral Administrative
Orders under Section 106(a) of CERCLA under U.S. EPA Docket No.
94-28-C and U.S. EPA Docket No. 94-27-C, respectively, ordering
the named respondents to design and implement the groundwater
remediation remedy for the Farm Chemicals and Twin Sites and for
the Fairway Six Site. In addition to KACC, the Unilateral
Administrative Order for the Farm Chemicals and Twin Site areas
named as respondents J. M. Taylor, Grower Service Corporation, Farm
Chemicals, Inc., E. I. Dupont de Nemours and Company, Olin
Corporation, UCI Holdings, Inc., Union Carbide Corporation, Miles,
Inc., Mobil Oil Corporation, Shell Oil Company, Hercules, Inc., The
Boots Company (USA), Inc., Nor-Am Chemical Company, and Ciba-Geigy
Corporation. Named as respondents in addition to KACC for the
Fairway Six Site area were J. M. Taylor, George Anderson, Grower
Service Corporation, Partners in the Pits, Dan Maples, Pits
Management Corporation, Maples Golf Construction, Inc.,
Yadco of Pinehurst Inc., Robert Trent Jones, E. I. Dupont de Nemours
and Company, Olin Corporation, UCI Holdings, Inc., and Ciba-Geigy
Corporation. The ROD-selected remedy for the groundwater
remediation selected by the EPA includes extraction, on site
treatment by coagulation, flocculation, precipitation, air
stripping, GAC absorption, and discharge on site for the Farm
Chemicals/Twin Sites and extraction, on-site treatment by GAC
absorption and discharge on-site for the Fairway Six Site. The EPA
has estimated the total present worth cost, including 30 years of
operation and maintenance, at $11,849,757. A definitive PRP
Participation Agreement with respect to groundwater remediation
is under negotiation among certain of the respondents, including
KACC, and these respondents are proceeding with work required
under the administrative orders.
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ITEM 3. LEGAL PROCEEDINGS (continued)
Based upon the information presently available to it, the Company is
unable to determine whether KACC has any liability with respect to
any of the Sites or, if there is any liability, the amount thereof.
Two government witnesses have testified that KACC acquired pesticide
products from the operator of the formulation site over a two to
three year period. KACC has been unable to confirm the accuracy of
this testimony.
United States of America v. Kaiser Aluminum & Chemical Corporation
On February 8, 1989, a civil action was filed by the United States
Department of Justice at the request of the EPA against KACC in the
United States District Court for the Eastern District of Washington,
Case No. C-89-106-CLQ. The complaint alleged that emissions from
certain stacks at KACC's Trentwood facility in Spokane, Washington
intermittently violated the opacity standard contained in the
Washington State Implementation Plan ("SIP"), approved by the EPA
under the federal Clean Air Act. The complaint sought injunctive
relief, including an order that KACC take all necessary action to
achieve compliance with the Washington SIP opacity limit and the
assessment of civil penalties of not more than $25,000 per day.
In the course of the litigation, questions arose as to whether the
observers who recorded the alleged exceedances were qualified under
the Washington SIP to read opacity. In July 1990, KACC and the
Department of Justice agreed to a voluntary dismissal of the action.
At that time, however, the EPA had arranged for increased
surveillance of the Trentwood facility by consultants and the EPA's
personnel. From May 1990 through May 1991, these observers recorded
approximately 130 alleged exceedances of the SIP opacity rule.
Justice Department representatives have stated their intent to file
a second lawsuit against KACC based on the opacity observations
recorded during that period.
The second lawsuit has not yet been filed. Instead, KACC has
entered into negotiations with the EPA to resolve the claims
against KACC through a consent decree. The EPA and KACC have made
substantial progress in negotiating the terms of the consent
decree. The terms of the consent decree currently being negotiated
include, in principle, a commitment by KACC to improve emission
control equipment at the Trentwood facility and a civil penalty
assessment against KACC. The Company anticipates that agreement
upon the terms of a consent decree will be reached during 1995.
In the event the terms of a consent decree are not agreed upon,
the matter would likely be resolved in federal court.
Catellus Development Corporation v. Kaiser Aluminum & Chemical
Corporation and James L. Ferry & Son, Inc.
On January 7, 1991, the City of Richmond, et al. (the "Plaintiffs")
filed a Second Amended Complaint for Damages and Declaratory Relief
against the United States of America, the United States Maritime
Administration and Santa Fe Land Corporation (now known as Catellus
Development Corporation ("Catellus")) (collectively, the
"Defendants") alleging, among other things, that the Defendants
caused or allowed hazardous substances, pollutants, contaminants,
debris, and other solid wastes to be discharged, deposited, disposed
of or released on certain property located in Richmond, California
(the "Property") formerly owned by Catellus and leased to (i) KACC
for the purpose of shipbuilding activities conducted by KACC on
behalf of the United States during World War II, and (ii) subsequent
tenants thereafter. Plaintiffs allege, among other things, that (i)
the Defendants are jointly and severally liable for response costs
and natural resources damages under CERCLA, (ii) Defendant United
States of America is liable on grounds of negligence for damages
under the Federal Tort Claims Act, and (iii) Defendant Catellus is
strictly liable on grounds of negligence for such discharge,
deposit, disposal or release. Certain of the Plaintiffs have
alleged that they had incurred or expect to incur costs and
damages in the amount of approximately $49 million, in the
aggregate.
On or about September 23, 1992, the Plaintiffs filed a Third Amended
Complaint, alleging, among other things, that (i) the Defendants are
jointly and severally liable for response costs, declaratory relief,
and natural resources damages under CERCLA; (ii) Defendant United
States of America is liable on grounds of negligence, continuing
trespass and continuing nuisance for damages under the Federal Tort
Claims Act; (iii) Defendant Catellus is strictly liable on grounds
of continuing
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ITEM 3. LEGAL PROCEEDINGS (continued)
nuisance, continuing trespass, and negligence for such
discharge, deposit, disposal or release; (iv) Catellus is liable to
indemnify Plaintiffs; and (v) Catellus is liable for fraudulent
concealment of the alleged contamination.
On February 20, 1991, Catellus filed a third party complaint (the
"Third Party Complaint") against KACC and James L. Ferry & Son, Inc.
("Ferry") in the United States District Court for the Northern
District of California, Case No. C-89-2935 DLJ. The Third Party
Complaint was served on KACC as of April 12, 1991. The Third Party
Complaint alleges that, if the allegations of the Plaintiffs are
true, then KACC and Ferry (which is alleged to have performed
certain excavation activities on the Property and, as a result
thereof, to have released contaminants on the Property and to have
arranged for the transportation, treatment, and disposal of such
contaminants) are liable for Catellus' response costs and damages
under CERCLA and damages under other theories of negligence and
nuisance and, in the case of KACC, waste. Catellus seeks (i)
contribution from KACC and Ferry, jointly and severally, for its
costs and damages pursuant to CERCLA; (ii) indemnity from KACC and
Ferry for any liability or judgment imposed upon it; (iii)
indemnity from KACC and Ferry for reasonable attorneys fees and
costs incurred by it; (iv) damages for the injury to its interest
in the Property; and (v) treble damages from KACC pursuant to
California Code of Civil Procedure Section 732.
On June 4, 1991, Catellus served on KACC a first amended third party
complaint which alleges, in addition to the allegations of the Third
Party Complaint, that KACC and/or a predecessor in interest to KACC
is also liable for Catellus' damages, if any, on the basis of
alleged contractual indemnities contained in certain former leases
of the Property.
The Third Party Complaint was amended on or about October 26, 1992.
The amended Third Party Complaint alleges that, if the allegations
of the Plaintiffs are true, then KACC and Ferry are liable for (i)
Catellus' response costs and natural resources damage under CERCLA;
(ii) damages under theories of negligence, trespass and nuisance;
(iii) indemnity (equitable and contractual); and (iv) attorneys fees
under California Code of Civil Procedure Section 1021.6.
By letter dated October 26, 1992, counsel for certain underwriters
at Lloyd's London and certain London Market insurance companies
("London Insurers") advised that the London Insurers agreed to
reimburse KACC for defense expenses in the third party action
filed by Catellus, subject to a full reservation of rights.
The Plaintiffs filed a motion for leave to file a Third Amended
Complaint which would have added KACC as a first party defendant.
This motion was denied. On October 26, 1992, the Plaintiffs served
a separate Complaint against KACC for damages and declaratory
relief.
The claims asserted by the Plaintiffs are for (i) recovery
of costs, natural resources damages, and declaratory relief under
CERCLA; (ii) damages for injury to the Property arising from
negligence; (iii) damages under a theory of strict liability; (iv)
continuing nuisance and continuing trespass; (v) equitable
indemnity; (vi) response costs incurred by the Richmond
Redevelopment Agency under California Health & Safety Code Section
33459.4; and (vii) declaratory relief on the state claims. This
matter has been tendered to the London Insurers.
On June 24, 1994, the District Court approved a Consent Decree
consummating the settlement of the Plaintiffs' CERCLA and tort
claims against the United States in exchange for payment of
approximately $3.5 million plus 35% of future response costs. Trial
of this matter commenced in March 1995.
Picketville Road Landfill Matter
On July 1, 1991, the EPA served on KACC and 13 other PRPs a
Unilateral Administrative Order For Remedial Design and Remedial
Action (the "Order") at the Picketville Road Landfill site in
Jacksonville, Florida. The EPA seeks remedial design and remedial
action pursuant to CERCLA from some, but apparently not all, PRPs
based upon a Record of Decision outlining remedial cleanup measures
to be undertaken at the site adopted by the EPA on September 28,
1990. The site was operated as a municipal and industrial waste
landfill from 1968 to 1977 by the City of Jacksonville. KACC was
first notified by the EPA on January 17, 1991, that wastes from one
of KACC's plants may have been transported to and deposited in the
site. In its Record of Decision, the EPA estimated that the total
capital, operations, and maintenance costs
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ITEM 3. LEGAL PROCEEDINGS (continued)
of its elected remedy for the site would be approximately $9.9
million. In addition, the EPA has reserved the right to seek
recovery of its costs incurred relating to the Order, including,
but not limited to, reimbursement of the EPA's cost of response.
KACC has reached an agreement with certain PRPs who are conducting
remedial design and remedial action at the site, under which KACC
will fund $146,700 of the cost of the remedial design and remedial
action (unless remedial costs exceed $19 million in which event the
settlement agreement will be re-opened).
Asbestos-related Litigation
KACC is a defendant in a number of lawsuits in which the plaintiffs
allege that certain of their injuries were caused by exposure to
asbestos during, and as a result of, their employment or association
with KACC or exposure to products containing asbestos produced or
sold by KACC. The lawsuits generally relate to products KACC has
not manufactured for at least 15 years. At December 31, 1994, the
number of such lawsuits pending was approximately 25,200. See
"MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS - Financial Condition and Capital Spending
- Asbestos Contingencies." The portion of Note 9 of the Notes to
Consolidated Financial Statements contained in the Annual Report
under the heading "Asbestos Contingencies" is incorporated herein
by reference.
Other
On August 24, 1994, the United States Department of Justice (the
"DOJ") issued Civil Investigative Demand No. 11356 ("CID")
requesting information from the Company regarding (i) its
production, capacity to produce, and sales of primary aluminum
from January 1, 1991, to the date of the response; (ii) any actual
or contemplated reductions in its production of primary aluminum
during that period; and (iii) any communications with others
regarding any actual, contemplated, possible or desired reductions
in primary aluminum production by the Company or any of its
competitors during that period. The Company has submitted
documents and interrogatory answers to the DOJ responding to the
CID.
Various other lawsuits and claims are pending against KACC.
Management believes that resolution of the lawsuits and claims made
against KACC, including matters discussed above, will not have a
material adverse effect on the Company's consolidated financial
position or results of operations.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
No matter was submitted to a vote of security holders of the Company
during the fourth quarter of 1994.
PART II
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED
STOCKHOLDER MATTERS
The Company's common stock is traded on the New York Stock Exchange
under the symbol "KLU". The number of record holders of the
Company's common stock at March 15, 1995 was 123. Page 56 of the
Annual Report, and the information in Note 8 of the Notes to
Consolidated Financial Statements under the heading "Dividends on
Common Stock" at page 48 of the Annual Report, are incorporated
herein by reference. The Company has not paid any dividends on its
common stock during the two most recent fiscal years.
The 1994 Credit Agreement (Exhibits 4.4 through 4.6 to this Report)
contains restrictions on the ability of the Company to pay dividends
on or make distributions on account of the Company's common stock,
and the 1994 Credit Agreement and the Indentures (Exhibits 4.1
through 4.3 to this Report) contain restrictions on the ability of
the Company's subsidiaries
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KAISER ALUMINUM CORPORATION AND SUBSIDIARY COMPANIES
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ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED
STOCKHOLDER MATTERS (continued)
to transfer funds to the Company in the form of cash dividends,
loans or advances. Exhibits 4.1 through 4.6 to this Report; Note 5
of the Notes to Consolidated Financial Statements at pages 36-38
of the Annual Report; and the information under the heading
"Financial Condition and Capital - Spending Capital Structure" at
pages 23-24 of the Annual Report, are incorporated herein by
reference.
ITEM 6. SELECTED FINANCIAL DATA
Selected financial data for the Company is incorporated herein by
reference to the table at page 3 of this Report; to the table at
page 20 of the Annual Report; to the discussion under the heading
"Results of Operations" at page 21 of the Annual Report; to Note 1
of the Notes to Consolidated Financial Statements at pages 32-34 of
the Annual Report; and to pages 54-55 of the Annual Report.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
Pages 20-27 of the Annual Report are incorporated herein by
reference.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
Pages 28-53 and page 56 of the Annual Report are incorporated herein
by reference.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
ACCOUNTING AND FINANCIAL DISCLOSURE
None.
PART III
Information required under PART III (Items 10, 11, 12, and 13) has
been omitted from this Report since the Company intends to file with
the Securities and Exchange Commission, not later than 120 days
after the close of its fiscal year, a definitive proxy statement
pursuant to Regulation 14A which involves the election of directors.
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON
FORM 8-K
(a) Index to Financial Statements and Schedules
1. Financial Statements
--------------------
The Consolidated Financial Statements of the Company,
the Notes to Consolidated Financial Statements, the
Report of Independent Public Accountants, and
Quarterly Financial Data are included on pages 28-53
and 56 of the Annual Report.
2. Financial Statement Schedules
-----------------------------
Financial statement schedules are inapplicable or the
required information is included in the Consolidated
Financial Statements or the Notes thereto.
16
KAISER ALUMINUM CORPORATION AND SUBSIDIARY COMPANIES
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ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS
ON FORM 8-K (continued)
3. Exhibits
--------
Reference is made to the Index of Exhibits immediately
preceding the exhibits hereto (beginning on page 19),
which index is incorporated herein by reference.
(b) Reports on Form 8-K
No Report on Form 8-K was filed by the Company during
the last quarter of the period covered by this Report.
(c) Exhibits
Reference is made to the Index of Exhibits immediately
preceding the exhibits hereto (beginning on page 19),
which index is incorporated herein by reference.
17
KAISER ALUMINUM CORPORATION AND SUBSIDIARY COMPANIES
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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
Date: March 24, 1995 By George T. Haymaker, Jr.
-----------------------------
George T. Haymaker, Jr.
Chairman of the Board and
Chief Executive Officer
Pursuant to the requirements of the Securities Exchange Act of
1934, this report has been signed below by the following persons on
behalf of the registrant and in the capacities and on the dates
indicated.
Date: March 24, 1995 George T. Haymaker, Jr.
-----------------------------
George T. Haymaker, Jr.
Chairman of the Board and
Chief Executive Officer
(Principal Executive Officer)
Date: March 24, 1995 John T. La Duc
-----------------------------
John T. La Duc
Vice President and
Chief Financial Officer
(Principal Financial Officer)
Date: March 24, 1995 Charlie Alongi
-----------------------------
Charlie Alongi
Controller
(Principal Accounting Officer)
Date: March 24, 1995 Robert J. Cruikshank
-----------------------------
Robert J. Cruikshank
Director
Date: March 24, 1995 Charles E. Hurwitz
-----------------------------
Charles E. Hurwitz
Director
Date: March 24, 1995 Ezra G. Levin
-----------------------------
Ezra G. Levin
Director
Date: March 24, 1995 Robert Marcus
-----------------------------
Robert Marcus
Director
Date: March 24, 1995 Paul D. Rusen
-----------------------------
Paul D. Rusen
Director
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KAISER ALUMINUM CORPORATION AND SUBSIDIARY COMPANIES
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INDEX OF EXHIBITS
Exhibit
Number Description
------- ------------
3.1 Restated Certificate of Incorporation of Kaiser Aluminum
Corporation (the "Company" or "KAC"), dated February 21,
1991 (incorporated by reference to Exhibit 3.1 to Amendment
No. 2 to the Registration Statement on Form S-1, dated
June 11, 1991, filed by KAC, Registration No. 33-37895).
3.2 By-laws of KAC, amended as of February 26, 1991
(incorporated by reference to Exhibit 3.2 to Amendment
No. 2 to the Registration Statement on Form S-1, dated June
11, 1991, filed by KAC, Registration No. 33-37895).
4.1 Indenture, dated as of February 1, 1993, among KACC, as
Issuer, Kaiser Alumina Australia Corporation, Alpart Jamaica
Inc., and Kaiser Jamaica Corporation, as Subsidiary
Guarantors, and The First National Bank of Boston, as
Trustee, regarding KACC's 12-3/4% Senior Subordinated Notes
Due 2003 (incorporated by reference to Exhibit 4.1 to Form
10-K for the period ended December 31, 1992, filed by KACC,
File No. 1-3605).
4.2 First Supplemental Indenture, dated as of May 1, 1993
(incorporated by reference to Exhibit 4.2 to the Report on
Form 10-Q for the quarterly period ended June 30, 1993,
filed by KACC, File No. 1-3605).
4.3 Indenture, dated as of February 17, 1994, among KACC, as
Issuer, Kaiser Alumina Australia Corporation, Alpart Jamaica
Inc., Kaiser Jamaica Corporation, and Kaiser Finance
Corporation, as Subsidiary Guarantors, and First Trust
National Association as Trustee, regarding KACC's 9-7/8%
Senior Notes Due 2002 (incorporated by reference to Exhibit
4.3 to the Report on Form 10-K for the period ended December
31, 1993, filed by KAC, File No. 1-9447).
4.4 Credit Agreement, dated as of February 17, 1994, among KAC,
KACC, the financial institutions a party thereto, and
BankAmerica Business Credit, Inc., as Agent (incorporated by
reference to Exhibit 4.4 to the Report on Form 10-K for the
period ended December 31, 1993, filed by KAC, File No. 1-
9447).
4.5 First Amendment to Credit Agreement, dated as of July 21,
1994, amending the Credit Agreement, dated as of February
17, 1994, among KAC, KACC, the financial institutions party
thereto, and BankAmerica Business Credit, Inc., as Agent
(incorporated by reference to Exhibit 4.1 to the Report on
Form 10-Q for the quarterly period ended June 30, 1994,
filed by KAC, File No. 1-9447).
*4.6 Second Amendment to Credit Agreement, dated as of March 10,
1995, amending the Credit Agreement, dated as of February
17, 1994, among KAC, KACC, the financial institutions party
thereto, and BankAmerica Business Credit, Inc., as Agent.
4.7 Certificate of Designations of Series A Mandatory Conversion
Premium Dividend Preferred Stock of KAC, dated June 28, 1993
(incorporated by reference to Exhibit 4.3 to the Report on
Form 10-Q for the quarterly period ended June 30, 1993,
filed by KAC, File No. 1-9447).
4.8 Deposit Agreement between KAC and The First National Bank of
Boston, dated as of June 30, 1993 (incorporated by reference
to Exhibit 4.4 to the Report on Form 10-Q for the quarterly
period ended June 30, 1993, filed by KAC, File No. 1-9447).
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KAISER ALUMINUM CORPORATION AND SUBSIDIARY COMPANIES
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Exhibit
Number Description
------- -----------
4.9 Intercompany Note between KAC and KACC (incorporated by
reference to Exhibit 4.2 to Amendment No. 5 to the
Registration Statement on Form S-1, dated December 13, 1989,
filed by KACC, Registration No. 33-30645).
*4.10 Senior Subordinated Intercompany Note between KACC and a
subsidiary of MAXXAM, dated December 15, 1992.
4.11 Certificate of Designations of 8.255% PRIDES, Convertible
Preferred Stock of KAC, dated February 17, 1994
(incorporated by reference to Exhibit 4.21 to the Report
on Form 10-K for the period ended December 31, 1993, filed
by KAC, File No. 1-9447).
4.12 Senior Subordinated Intercompany Note between KAC and KACC
dated February 15, 1994 (incorporated by reference to
Exhibit 4.22 to the Report on Form 10-K for the period ended
December 31, 1993, filed by KAC, File No. 1-9447).
4.13 Senior Subordinated Intercompany Note between KAC and KACC
dated March 17, 1994 (incorporated by reference to Exhibit
4.23 to the Report on Form 10-K for the period ended
December 31, 1993, filed by KAC, File No. 1-9447).
4.14 Senior Subordinated Intercompany Note between KAC and KACC
dated June 30, 1993 (incorporated by reference to Exhibit
4.24 to the Report on Form 10-K for the period ended
December 31, 1993, filed by KAC, File No. 1-9447).
KAC has not filed certain long-term debt instruments not
being registered with the Securities and Exchange Commission
where the total amount of indebtedness authorized under any
such instrument does not exceed 10% of the total assets of
KAC and its subsidiaries on a consolidated basis. KAC
agrees and undertakes to furnish a copy of any such
instrument to the Securities and Exchange Commission upon
its request.
10.1 Form of indemnification agreement with officers and
directors (incorporated by reference to Exhibit (10)(b)
to the Registration Statement of KAC on Form S-4, File No.
33-12836).
10.2 Tax Allocation Agreement between MAXXAM and KACC
(incorporated by reference to Exhibit 10.21 to Amendment No.
6 to the Registration Statement on Form S-1, dated December
14, 1989, filed by KACC, Registration No. 33-30645).
10.3 Tax Allocation Agreement between KAC and MAXXAM
(incorporated by reference to Exhibit 10.23 to Amendment
No. 2 to the Registration Statement on Form S-1, dated
June 11, 1991, filed by KAC, Registration No. 33-37895).
10.4 Tax Allocation Agreement, dated as of June 30, 1993, between
KACC and KAC (incorporated by reference to Exhibit 10.3 to
the Report on Form 10-Q for the quarterly period ended June
30, 1993, filed by KACC, File No. 1-3605).
10.5 Assumption Agreement, dated as of October 28, 1988
(incorporated by reference to Exhibit HHH to the Final
Amendment to the Schedule 13D of MAXXAM Group Inc. and
others in respect of the Common Stock of KAC, par value
$.33-1/3 per share).
20
KAISER ALUMINUM CORPORATION AND SUBSIDIARY COMPANIES
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Exhibit
Number Description
------- -----------
10.6 Agreement, dated as of June 30, 1993, between KAC and MAXXAM
(incorporated by reference to Exhibit 10.2 to the Report on
Form 10-Q for the quarterly period ended June 30, 1993,
filed by KACC, File No. 1-3605).
Executive Compensation Plans and Arrangements
----------------------------------------------
10.7 KACC's Bonus Plan (incorporated by reference to Exhibit
10.25 to Amendment No. 6 to the Registration Statement on
Form S-1, dated December 14, 1989, filed by KACC,
Registration No. 33-30645).
10.8 Kaiser 1993 Omnibus Stock Incentive Plan (incorporated by
reference to Exhibit 10.1 to the Report on Form 10-Q for the
quarterly period ended June 30, 1993, filed by KACC, File
No. 1-3605).
10.9 Employment Agreement, dated April 1, 1993, among KAC, KACC,
and George T. Haymaker, Jr. (incorporated by reference to
Exhibit 10.2 to the Report on Form 10-Q for the quarterly
period ended March 31, 1993, filed by KAC, File No. 1-9447).
10.10 Promissory Note, dated October 4, 1990, by Robert W. Irelan
and Barbara M. Irelan to KACC (incorporated by reference to
Exhibit 10.54 to Form 10-K for the period ended December 31,
1990, filed by MAXXAM, File No. 1-3924).
10.11 Promissory Note, dated February 1, 1989, by Anthony R.
Pierno and Beverly J. Pierno to MAXXAM (incorporated by
reference to Exhibit 10.30 to Form 10-K for the period
ended December 31, 1988, filed by MAXXAM, File No. 1-3924).
10.12 Promissory Note, dated July 19, 1990, by Anthony R.
Pierno to MAXXAM (incorporated by reference to Exhibit
10.31 to Form 10-K for the period ended December 31, 1990,
filed by MAXXAM, File No. 1-3924).
10.13 Promissory Note, dated July 20, 1993, between MAXXAM and
Byron L. Wade (incorporated by reference to Exhibit 10.59 to
Form 10-K for the period ended December 31, 1993, filed by
MAXXAM, File No. 1-3924).
10.14 Employment Agreement, dated August 20, 1993, between KACC
and Robert E. Cole (incorporated by reference to Exhibit
10.63 to Form 10-K for the period ended December 31, 1993,
filed by MAXXAM, File No. 1-3924).
10.15 Compensation Agreement, dated July 18, 1994, between KACC
and Larry L. Watts (incorporated by reference to Exhibit
10.1 to the Report on Form 10-Q for the quarterly period
ended June 30, 1994, filed by KAC, File No. 1-9447).
10.16 Compensation Agreement, dated July 18, 1994, between KACC
and Geoff S. Smith (incorporated by reference to Exhibit
10.2 to the Report on Form 10-Q for the quarterly period
ended June 30, 1994, filed by KAC, File No. 1-9447).
*10.17 Letter Agreement, dated January 1995, between KAC and
Charles E. Hurwitz, granting Mr. Hurwitz stock options
under the Kaiser 1993 Omnibus Stock Incentive Plan.
*10.18 Form of letter agreement with persons granted stock options
under the Kaiser 1993 Omnibus Stock Incentive Plan to
acquire shares of KAC common stock.
21
KAISER ALUMINUM CORPORATION AND SUBSIDIARY COMPANIES
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Exhibit
Number Description
------- -----------
*13 The portions of KAC's Annual Report to shareholders for the
year ended December 31, 1994, which are incorporated by
reference into this Report.
*21 Significant Subsidiaries of KAC.
*27 Financial Data Schedule.
-----------
* Filed herewith
22
KAISER ALUMINUM CORPORATION AND SUBSIDIARY COMPANIES
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Exhibit 21
SUBSIDIARIES
Listed below are the principal subsidiaries of Kaiser Aluminum
Corporation, the jurisdiction of their incorporation or organization
and the names under which such subsidiaries do business. Certain
subsidiaries are omitted which, considered in the aggregate as a
single subsidiary, would not constitute a significant subsidiary.
Place of
Incorporation
Name or Organization
---- ---------------
Alpart Jamaica Inc. . . . . . . . . . . . Delaware
Alumina Partners of Jamaica (partnership) . Delaware
Anglesey Aluminium Limited . . . . . . . . United Kingdom
Kaiser Alumina Australia Corporation . . . Delaware
Kaiser Aluminium International, Inc. . . . Delaware
Kaiser Aluminum & Chemical Corporation . . Delaware
Kaiser Aluminum & Chemical of Canada Limited Ontario
Kaiser Bauxite Company . . . . . . . . . . Nevada
Kaiser Finance Corporation . . . . . . . . Delaware
Kaiser Jamaica Bauxite Company (partnership) Jamaica
Kaiser Jamaica Corporation . . . . . . . . Delaware
Queensland Alumina Limited . . . . . . . . Queensland
Volta Aluminium Company Limited . . . . . . Ghana
23
KAISER ALUMINUM CORPORATION AND SUBSIDIARY COMPANIES
----------------------------------------------------
Domestic California Pennsylvania
Operations Los Angeles (City of Commerce) Erie
(Partial List) Extruded Products Forgings Plant and Offices
Los Angeles (Santa Fe Springs) South Carolina
Extruded Products Fabricating Greenwood
Oxnard Forgings
Forgings Greenwood
Pleasanton Machine Shop
R&D at the Center for Technology; Tennessee
Administrative Offices Jackson
Florida Extruded Products
Mulberry Texas
Sodium Silicofluoride, Potassium Silicofluoride Dallas
Louisiana Extruded Products Offices
Baton Rouge Houston
Alumina, Kaiser Alumina Technical Services, Kaiser Aluminum Corporation Headquarters
International Business Development, and Sherman
Environmental Offices Extruded Products
Gramercy Washington
Alumina Mead
Michigan Primary Aluminum;
Detroit (Southfield) Division Technology Center
Automotive Product Development and Sales Richland
Ohio Extruded Products
Canton Tacoma
Castings Primary Aluminum
Newark Trentwood
Extruded Products Flat-Rolled Products Plant and Offices
Oklahoma
Tulsa
Aluminum and Magnesium Extruded Products; Anodes
---------------------------------------------------------------------------------------------------------------
Worldwide Australia Japan
Operations Queensland Alumina Limited (28.3% owned) Furukawa Kaiser Forged Products Company
(Partial List) Alumina (47.5%)
Canada Sales Office
Kaiser Aluminum & Chemical of Canada Limited The Netherlands
(100%) Kaiser Aluminum Mill Products Inc. (100%)
Extruded Products Sales Office
Ghana Russia
Volta Aluminium Company Limited (90%) Kaiser Aluminium Russia, Inc. (100%)
Primary Aluminum International Business Development
Jamaica Wales, United Kingdom
Alumina Partners of Jamaica (65%) Anglesey Aluminium Limited (49%)
Bauxite; Alumina Primary Aluminum
Kaiser Jamaica Bauxite Company (49%)
Bauxite
24