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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 (Fee Required)
For the fiscal year ended December 31, 1993
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 Preferred New York Stock Exchange
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 21, 1994, there were 58,095,599 shares of the common stock
of the registrant outstanding. Based upon New York Stock Exchange
closing prices on March 21, 1994, the aggregate market value of the
registrant's common stock, $.65 depositary shares, and 8.255% PRIDES
held by non-affiliates was $313.0 million.
Certain portions of the registrant's annual report to shareholders for
the fiscal year ended December 31, 1993, 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 28 - 33 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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T A B L E O F C O N T E N T S
Page
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PART I. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
ITEM 1. BUSINESS. . . . . . . . . . . . . . . . . . . . . . . 1
ITEM 2. PROPERTIES. . . . . . . . . . . . . . . . . . . . . . 14
ITEM 3. LEGAL PROCEEDINGS . . . . . . . . . . . . . . . . . . 14
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF
SECURITY HOLDERS. . . . . . . . . . . . . . . . . . 18
PART II . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND
RELATED STOCKHOLDER MATTERS. . . . . . . . . . . . . 19
ITEM 6. SELECTED FINANCIAL DATA. . . . . . . . . . . . . . . . 19
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS . . . . . . . . 19
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA. . . . . . 19
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
ACCOUNTING AND FINANCIAL DISCLOSURE . . . . . . . . . 19
PART III. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT . . 19
ITEM 11. EXECUTIVE COMPENSATION
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT . . . . . . . . . . . . . . . . . . . . . 19
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS . . . . 19
PART IV . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS
ON FORM 8-K . . . . . . . . . . . . . . . . . . . . . .20
SCHEDULES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 21
SIGNATURES. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 27
INDEX OF EXHIBITS . . . . . . . . . . . . . . . . . . . . . . . . . 28
EXHIBIT 21. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 34
(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 1992, aluminum's recyclability and weight advantages
have enabled it to gain market share from steel and glass, primarily
in the beverage container area. The aluminum packaging market in the
United States, Japan, and Western Europe grew at a rate of
approximately 4.0% per year during the period 1982-1992, and total
United States aluminum beverage can shipments increased at a rate of
approximately 2.5% in 1993, 1.5% in 1992, and 3.9% in 1991. Nearly all
beer cans and approximately 95% of the soft drink cans manufactured
for the United States market are made of aluminum. Despite the flat
demand currently being experienced in the can stock market, 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 Western Europe and Japan, 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 28%
of aluminum consumption in the United States, Japan, and Western
Europe in 1992, 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. According to industry sources,
aluminum content in United States automobiles nearly doubled in the
last 15 years to an average of 191 pounds per vehicle and the amount
of aluminum consumed in the manufacture of Japanese automobiles more
than doubled from 1983 to 1990. Management believes that the use of
aluminum in automobiles in the United States and Japan will
approximately double between 1991 and 2006.
Supply
As of year-end 1993, Western world aluminum capacity from 109 smelting
facilities was approximately 16.4 million tons* per year. Net exports
of aluminum from the Commonwealth of Independent States (the "C.I.S.")
increased substantially from 1990 levels during the period from 1991
through 1993 and have contributed to a significant increase in London
Metal Exchange stocks of primary aluminum.
---------------------
* All references to tons in this Report refer to metric tons of
2,204.6 pounds.
- 1 -
KAISER ALUMINUM CORPORATION AND SUBSIDIARY COMPANIES
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ITEM 1. BUSINESS (continued)
Based upon information currently available, Kaiser Aluminum
Corporation (the "Company") believes that only moderate additions will
be made during 1994-1995 to Western world alumina and primary aluminum
production capacity; however, due to the decline of primary aluminum
prices since January 1, 1991, and other factors, curtailments or
permanent shutdowns have been announced, to management's knowledge,
with respect to approximately three million tons of primary aluminum
production capacity. See "MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS - Trends." The increases
in alumina capacity during 1994-1995 will come from incremental
expansions of existing refineries and not from new plants, which
generally require a four to five-year design, engineering, and
construction period.
Recent Industry Trends
The aluminum industry has been cyclical and market prices of alumina
and primary aluminum have been volatile from time to time. During
1989, tight supply conditions for alumina and strong demand for
primary aluminum resulted in unusually high spot prices for alumina.
During 1990, a moderate surplus of alumina supply developed due to new
alumina production from two facilities restarted in prior years
(including the Company's Alpart refinery) and increased production at
other refineries. Furthermore, curtailments of primary aluminum
production in response to declining ingot prices have increased the
surplus of alumina supply. Since 1990, spot prices of alumina have
declined substantially due to these factors and slow economic growth
in major aluminum consuming countries. Contract prices for deliveries
of alumina in 1993 were in a lower range than the ranges applicable
during the past several years. As a result of these factors and the
continuing expansion of existing alumina refineries during 1992-1993,
the current surplus of alumina is expected to continue.
During 1989 and 1990, primary aluminum smelters throughout the world
operated at near capacity levels. This factor, combined with
increased production from smelter capacity additions during 1989 and
1990, resulted in a reduction of the market price of primary aluminum
from 1988 peak prices. Additions to smelter capacity in 1991, 1992,
and 1993, continued high operating rates in the Western world, and slow
economic growth in major aluminum consuming countries, as well as
exports from the C.I.S. have contributed to an oversupply of primary
aluminum and a significant increase in primary aluminum inventories in
the world. If Western world production and exports from the C.I.S.
continue at current levels, primary aluminum inventory levels are
expected to increase further in 1994. The foregoing factors have
contributed to a significant reduction in the market price of primary
aluminum, and may continue to adversely affect the market price of
primary aluminum in the future. The average price of primary aluminum
was at historic lows in real terms for the year ended 1993. See
"MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS - Trends."
Government officials from the European Union, the United States,
Canada, Norway, Australia, and the Russian Federation met in a
multilateral conference in January 1994 to discuss the current excess
global supply of primary aluminum. All participants have ratified as a
trade agreement the resulting Memorandum which provides, 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. A Russian Federation Trade Ministry
official has publicly stated that the output reduction would remain in
effect for 18 months to two years, provided that other worldwide
production cutbacks occur, existing trade restrictions on aluminum are
eliminated, and no new trade restrictions on aluminum are imposed. The
Memorandum does not require specific levels of production cutbacks by
other producing nations. The Memorandum was finalized at a second
meeting of the participants held at the end of February 1994.
- 2 -
KAISER ALUMINUM CORPORATION AND SUBSIDIARY COMPANIES
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ITEM 1. BUSINESS (continued)
The Company
General
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 the domestic and international markets. In 1993, KACC
produced approximately 2,826,600 tons of alumina, of which
approximately 71% was sold to third parties, and produced 436,200 tons
of primary aluminum, of which approximately 56% was sold to third
parties. KACC is also a major domestic supplier of fabricated
aluminum products. In 1993, KACC shipped approximately 373,200 tons
of fabricated aluminum products to third parties, which accounted for
approximately 6% of the total tonnage of United States domestic
shipments in 1993. A majority of KACC's fabricated products are used
by customers as components in the manufacture and assembly of finished
end-use products.
The following table sets forth total shipments and intracompany
transfers of KACC's alumina, primary aluminum, and fabricated aluminum
operations:
Year Ended December 31,
------------------------------
1993 1992 1991
------ ------ ------
(in thousands of tons)
ALUMINA:
Shipments to Third Parties 1,997.5 2,001.3 1,945.9
Intracompany Transfers 807.5 878.2 884.2
PRIMARY ALUMINUM:
Shipments to Third Parties 242.5 355.4 340.6
Intracompany Transfers 233.6 224.4 199.6
FABRICATED ALUMINUM PRODUCTS:
Shipments to Third Parties 373.2 343.6 314.2
Business Strategy
KACC has made significant changes in the mix of products sold to
customers by disposing of selected assets, restarting and increasing
its percentage ownership interest in the Alumina Partners of Jamaica
("Alpart") alumina refinery, and increasing production of alumina at
Gramercy, Louisiana, and Queensland Alumina Limited ("QAL") in
Australia. The percentage of KACC's alumina production sold to third
parties increased from approximately 35% in 1987 to approximately 71%
in 1993, and the percentage of its primary aluminum production sold to
third parties increased from approximately 20% in 1987 to
approximately 56% in 1993.
KACC has concentrated its fabricated products operations on the
beverage container market (which historically has been recession-
resistant); high value-added, heat-treated sheet and plate products
for the aerospace industry; hubs, wheels and other products for the
truck, trailer and shipping container industry; parts for air bag
canisters and other automotive components; and distributor markets for
a variety of semifabricated aluminum products. Since January 1,
- 3 -
KAISER ALUMINUM CORPORATION AND SUBSIDIARY COMPANIES
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ITEM 1. BUSINESS (continued)
1989, KACC has constructed four new fabrication facilities and has
modernized and expanded others, with the objective of reducing
manufacturing costs and expanding sales in selected product markets in
which KACC has production expertise, high-quality capability, and
geographic and other competitive advantages.
KACC has taken steps to control and reduce costs, improve the
efficiency and increase the capacity of its alumina and primary
aluminum production and fabricating operations, modernize its
facilities, and streamline and decentralize its management structure
to reduce corporate overhead and shift decision-making and
accountability to its business units. In October 1993, KACC announced
that it is restructuring its flat-rolled products operation at its
Trentwood plant in Spokane, Washington, to reduce that facility's
annual operating costs. This effort is in response to overcapacity in
the aluminum rolling industry, flat demand in the U. S. can stock
market, and declining demand for aluminum products sold to customers
in the commercial aerospace industry, all of which have resulted in
declining prices in Trentwood's key markets. 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). See "- Production Operations - Fabricated
Products - Flat-Rolled Products".
Primary aluminum production at KACC's Mead and Tacoma smelters was
curtailed in 1993 because of a power reduction imposed by the
Bonneville Power Administration (the "BPA") which reduced the
operating rates for those smelters. See "- Primary Aluminum Products."
Furthermore, KACC announced on February 24, 1994, that it will
curtail approximately 9.3% of its annual production capacity currently
available from its primary aluminum smelters.
KACC has also attempted to lessen its exposure to possible future
declines in the market prices of alumina and primary aluminum by
entering into fixed and variable rate power and fuel supply contracts,
and a labor contract with the United Steelworkers of America (the
"USWA") which provides for semi-variable compensation with respect to
approximately 73% of KACC's domestic hourly work force. See
"- Production Operations" and "- Employees."
Sensitivity to Prices and Hedging Programs
The Company's earnings 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 by KACC. Through its variable cost structures, forward sales, and
hedging programs, KACC has attempted to mitigate its exposure to
possible further declines in the market prices of alumina and primary
aluminum 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 1993.
During 1993, KACC utilized approximately 82% of its bauxite
production at its alumina refineries and the remainder was
either sold to third
- 4 -
KAISER ALUMINUM CORPORATION AND SUBSIDIARY COMPANIES
----------------------------------------------------------------------
ITEM 1. BUSINESS (continued)
parties or tolled into alumina by a third party. In
addition, during 1993 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 8% in 1993.
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 1993, KACC utilized approximately 44% 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 3% in 1993.
o Fabricated products are manufactured by three Business Units
- Flat-Rolled Products, Extruded Products (including rod and
bar), 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 operations is
obtained internally, with the balance of the metal utilized
in its fabricated products operations obtained from scrap
metal purchases. In 1993, KACC shipped approximately 373,200
tons of fabricated aluminum products to third parties, which
accounted for approximately 6% of the total tonnage of United
States domestic fabricated shipments for such year.
Alumina
-------
The following table lists KACC's bauxite mining and alumina refining
facilities as of December 31, 1993:
Annual
Production Total
Capacity Annual
Company Available to Production
Activity Facility Location Ownership the Company Capacity
-------- -------- -------- --------- ------------ ----------
(tons) (tons)
Bauxite Mining KJBC(1) Jamaica 49% 4,500,000 4,500,000
Alpart(2) 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
========= =========
--------------------------
(1) Although KACC owns 49% of Kaiser Jamaica Bauxite Company, it has the
right to receive all of such entity's output.
(2) 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
- 5 -
KAISER ALUMINUM CORPORATION AND SUBSIDIARY COMPANIES
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ITEM 1. BUSINESS (continued)
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, with floor and ceiling prices applicable to approximately one-
half of the delivered gas. KACC has, however, established a fixed
price for a portion of the delivered gas through a hedging program.
Alpart holds bauxite reserves and owns an 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. Alpart began a program of modernization and
expansion of its facilities in 1991. As a part of that program, the
capacity of the Alpart alumina refinery has been increased to
1,450,000 tons per year as of December 31, 1992. In 1981, the
Government of Jamaica granted Alpart a mining lease covering bauxite
reserves sufficient to operate the Alpart plant until December 31,
2019. In connection with the expansion program, the Alpart partners
have entered into an agreement with the Government of Jamaica designed
to assure that sufficient reserves of bauxite will be available to
Alpart to operate its refinery, as it has been expanded and as it may
be expanded through the year 2024 (to a capacity of 2,000,000 tons per
year).
In mid-1990, Alpart entered into a five-year agreement for the supply
of substantially all of its fuel oil, the refinery's primary energy
source. In February 1992, the term of this agreement was extended to
1996 and the quantity of fuel oil to be supplied was increased. The
price for 80% of the initial quantity remains fixed at a price which
prevailed in the fourth quarter of 1989; the price for 80% of the
increased quantity is fixed at a negotiated price; and the price for
the balance of the initial and increased quantities was based upon
certain spot fuel oil prices plus transportation costs. Alpart has
purchased all of the quantities of fuel oil which could be purchased
based upon certain spot fuel oil prices under both the initial and
extended agreements.
KACC holds a 28.3% interest in 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 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 ($73.6
million at December 31, 1993) 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 1993, KACC sold all of its bauxite to one
customer, and sold alumina to 13 customers, the largest and top five
of which accounted for approximately 22% and 79% 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 forward sales contracts. See
"MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS - Trends - Sensitivity to Prices and Hedging
Programs." Marketing and sales efforts are conducted by executives of
the Alumina Business Unit and KACC.
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KAISER ALUMINUM CORPORATION AND SUBSIDIARY COMPANIES
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ITEM 1. BUSINESS (continued)
Primary Aluminum Products
-------------------------
The following table lists KACC's primary aluminum smelting facilities
as of December 31, 1993:
Annual Total
Capacity Annual 1993
Company Available 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 77%
------- -------
Subtotal 273,000 273,000
------- -------
International
Ghana Valco 90% 180,000 200,000 88%
Wales, United Anglesey 49% 55,000 112,000 112%
------- -------
Subtotal 235,000 312,000
------- -------
Total 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, reduced the
number of anodes used 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.
Electrical power represents an important production cost for KACC at
its Mead and Tacoma smelters. The electricity supply contracts
between the BPA and KACC expire 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.
Both the Mead and Tacoma plants operated at approximately full rated
capacity during 1991-1992, but operated at less than rated capacity
throughout 1993. As a result of drought conditions, in January 1993
the BPA reduced the amount of power it normally supplies to its direct
service industry customers. In response to such reduction, KACC
removed three reduction potlines from production (two at the Mead
smelter and one at the Tacoma smelter) and purchased substitute power
in the first quarter of 1993 at increased costs. Despite the
temporary availability of such power through July 1993, KACC operated
its Mead and Tacoma smelters at the reduced operating rates introduced
in January 1993, and operated its Trentwood fabrication facility
without any curtailment of its production. The Company currently
anticipates that in 1994, KACC will operate the Mead and Tacoma
smelters at rates which do not exceed the current operating rates of
75% of full capacity for such smelters. The BPA has recently notified
its direct service industry customers that it intends to restore full
power through July 31, 1994.
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KAISER ALUMINUM CORPORATION AND SUBSIDIARY COMPANIES
----------------------------------------------------------------------
ITEM 1. BUSINESS (continued)
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 variable rates to be negotiated.
During 1993, KACC paid for power under its power supply contract with
the BPA at the floor rate. Effective October 1, 1993, an increase in
the base rate the BPA charges to its direct service industry customers
for electricity was adopted which will increase KACC's production
costs at the Mead and Tacoma smelters by approximately $15.0 million
per year (approximately $9.1 million per year based on KACC's current
operating rate of approximately 75% of full capacity). The rate
increase generally is expected to remain in effect for two years. In
the event that the BPA's revenues fall below certain levels prior to
April 1994, the BPA may impose up to a 10% surcharge on the base rate
it charges to its direct service industry customers, effective during
the period from October 1994 through October 1995 (which would
increase KACC's production costs at the Mead and Tacoma smelters by
approximately $9.1 million per year based on KACC's current operating
rate of approximately 75% of full capacity). In addition, in order to
comply with certain federal laws and regulations applicable to
endangered fish species, the BPA may be required in the future to
reduce its power generation and to purchase substitute power (at
greater expense) from other sources.
KACC manages, and holds a 90% interest in, the Volta Aluminum 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 1997, subject to Valco's right to extend the
agreement for 20 years. The agreement indexes the price of two-thirds
of the contract quantity to the market price of primary aluminum and
fixes the price for the remainder. The agreement also provides for a
review and adjustment of the base power rate and the price index every
five years. The Valco smelter restarted production early in 1985 after
being closed for more than two years due to lack of rainfall and the
resultant hydroelectricity shortage. The Company believes that there
has been sufficient rainfall and water storage such that an adequate
supply of electricity for the Valco plant at its current operating
rate is probable for at least one year.
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. Pursuant to various arrangements, KACC's
technology has been installed in aluminum smelters located in West
Virginia, Ohio, Missouri, Kentucky, Sweden, Germany, India, Australia,
New Zealand, Ghana, the C.I.S., and the United Kingdom. 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 1993, KACC sold the approximately 56% of its
primary aluminum production not utilized for internal purposes to
approximately 50 customers, the largest and top five of which
accounted for approximately 44% and 64% of such sales, respectively.
Marketing and sales efforts are conducted by a small staff located at
the business unit's headquarters in
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ITEM 1. BUSINESS (continued)
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.
Fabricated 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 1993, seven domestic beverage container
manufacturers constituted the leading customers for KACC's fabricated
products and accounted for approximately 19% 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.
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 1993 fabricated 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 is restructuring its flat-rolled products operation at its
Trentwood plant to reduce that facility's annual operating costs. This
effort is in response to overcapacity in the aluminum rolling
industry, flat demand in the U.S. can stock market, and declining
demand for aluminum products sold to customers in the commercial
aerospace industry, all of which have resulted in declining prices in
Trentwood's key markets. 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). In connection with the restructuring, Trentwood completed an
organizational streamlining that included a reduction of approximately
80 salaried employees. In addition, KACC has reached an agreement
with the USWA that will reduce the total number of hourly employees at
Trentwood by approximately 300 employees, or about 25%, by the end of
1995. The agreement with the USWA also includes a commitment by KACC
to spend up to $50.0 million of capital at Trentwood over three years,
provided that goals on cost reduction and profitability are met or
exceeded.
KACC's flat-rolled products are sold primarily to beverage container
manufacturers located in the western United States where KACC has a
transportation advantage. Quality of products for the beverage
container industry, timeliness of delivery, and price are the primary
bases on which KACC competes. The Company 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. The Company believes that KACC is one
of the highest quality producers of aluminum beverage can stock in the
world.
In 1993, the Flat-Rolled Products Business Unit had 22 foreign and
domestic can stock customers, the majority of which were beverage can
manufacturers (including seven of the eight major domestic beverage
can manufacturers) and the balance of which were brewers. The largest
and top five of such customers accounted for approximately 25% and
56%, respectively, of the business unit's sales revenue. In 1993, the
business unit shipped products to over 200 customers in the aerospace,
transportation, and industrial ("ATI") markets, most of which were
distributors who sell
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ITEM 1. BUSINESS (continued)
to a variety of industrial end-users. The top five customers in the
ATI markets for flat-rolled products accounted for approximately 10%
of the business unit's sales revenue. The marketing staff for the
Flat-Rolled Products Business Unit is headquartered in Pleasanton,
California, and is also located at the Trentwood facility. Sales are
made directly to customers (including distributors) from ten sales
offices located throughout the United States. International customers
are served by a sales office in the Netherlands and by independent
sales agents in Asia and Latin America. See also "MANAGEMENT'S
DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS - Trends - Sensitivity to Prices and Hedging Programs -
Aluminum Processing" for a discussion of demand for fabricated
products in the aerospace market.
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; and rod and bar facilities in Newark, Ohio, and
Jackson, Tennessee, which produce screw machine stock, redraw rod,
forging stock, and billet. 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 1993, the Extruded Products
Business Unit had over 900 customers for its products, the largest
and top five of which accounted for approximately 6% and 19%,
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. The Forgings
Business Unit entered the castings business by purchasing the assets
of Winters Industries, which supplies cast aluminum engine manifolds
to the automobile, truck, and marine markets. The casting production
facilities include two foundries and a machining facility in Ohio.
KACC has recently implemented a plan to discontinue its castings
operations at these facilities. See "MANAGEMENT'S DISCUSSION AND
ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS - Results of
Operations - Aluminum Processing." In 1993, the Forgings Business
Unit had over 500 customers for its products, the largest and top five
of which accounted for approximately 20% and 57%, 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. KACC's principal competitors in the sale of alumina
include Alcoa of Australia Ltd., Billiton International Metals B.V.,
Clarendon Ltd., and Pechiney S.A. In addition to the foregoing, KACC
competes with most aluminum producers in the production of primary
aluminum. Many of KACC's competitors have greater financial resources
than KACC. In addition, the C.I.S. has been supplying large quantities
of primary aluminum to the Western world.
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ITEM 1. BUSINESS (continued)
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.
The Company 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.
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.
Research and Development
KACC conducts research and development activities principally at three
facilities dedicated to that purpose - the Center for Technology
("CFT") in Pleasanton, California; the Primary Aluminum Products
Division Technology Center ("DTC") adjacent to the Mead smelter in
Washington; and the Alumina Development Laboratory ("ADL") at the
Gramercy, Louisiana refinery. Net expenditures for Company-sponsored
research and development activities were $18.5 million in 1993, $13.5
million in 1992, and $11.4 million in 1991. KACC's research staff
totaled 160 at December 31, 1993. KACC estimates that research and
development net expenditures will be in the range of approximately $17
- $19 million in 1994.
CFT concentrates its research and development efforts on flat-rolled
products while providing specialized services to KACC's other business
units. Its activities include development of can stock products and
aircraft sheet and plate products, and process improvements directed
at efficiency and quality. In can stock, CFT works to optimize the
product's metallurgy, surface characteristics, coatings, and
lubrication. CFT also offers research and development, technical
services, and selected proprietary technology for license or sale to
third parties. CFT provided technology and technical assistance to
Samyang Metal Co. Ltd. in building an aluminum rolling mill in Yongju,
Korea. CFT also is engaged in cooperative research and development
projects with Furukawa Electric Co., Ltd., Pechiney Rhenalu, and
Kawasaki Steel Corporation of Japan, with respect to the ground
transportation market.
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, concentrating on the
development of cost-effective technical innovations and equipment and
process improvements. Energy savings of approximately 10% have been
achieved at smelters utilizing proprietary DTC developed technologies
(which are employed in both retrofit and new construction
applications), such as improved cathode and anode design and
insulation, modified electrolyte chemistry, distributive
microprocessor control, and modified cell magnetics. Other proprietary
DTC retrofit technologies, such as redesigned reduction cells, have
helped KACC's older smelters achieve competitiveness with more
recently constructed facilities. KACC is actively engaged in efforts
to license this technology and sell technical and managerial
assistance to other producers worldwide. Pursuant to various
arrangements, KACC's technology has been installed in aluminum
smelters located in West Virginia, Ohio, Missouri, Kentucky, Sweden,
Germany, India, Australia, New Zealand, Ghana, and the United Kingdom.
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 1994. In addition, KACC has entered into
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KAISER ALUMINUM CORPORATION AND SUBSIDIARY COMPANIES
----------------------------------------------------------------------
ITEM 1. BUSINESS (continued)
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 and 1994,
respectively.
ADL has developed technologies which have improved alumina refinery
efficiency. These include a high capacity thickener process used in
the separation of alumina from bauxite slurry, plant conversion
designs that enable alumina refineries to convert from the production
of fine alumina to the preferred coarser "sandy" alumina, technology
that enables refineries to process different qualities of bauxite, and
computer-aided instrumentation systems to improve process efficiencies
and energy use in alumina refineries. KACC is actively pursuing the
licensing of alumina refinery technology worldwide. KACC's technology
is in use in alumina refineries in the Americas, Australia, India, and
Europe.
KACC's technology sales and revenue from technical assistance to third
parties were $12.8 million in 1993, $14.1 million in 1992, and $10.9
million in 1991.
Employees
During 1993, KACC employed an average of approximately 10,220 persons,
compared with an average of approximately 10,130 employees in 1992,
and approximately 9,970 employees in 1991. At December 31, 1993, KACC's
work force was approximately 10,029, including a domestic work force of
approximately 5,930, of whom approximately 4,150 were paid at an
hourly rate. Most hourly paid domestic employees are covered by
collective bargaining agreements with various labor unions.
Approximately 73% of such employees are covered by a master agreement
(the "Labor Contract") with the USWA which expires on October 31,
1994. The Labor Contract covers KACC's plants in Spokane (Trentwood),
Mead, and Tacoma, Washington; Gramercy, Louisiana; and Newark, Ohio.
The Labor Contract provides for floor level wages at all covered
plants. In addition, for workers covered by the Labor Contract at the
Mead and Newark plants, for any quarterly period when the average
Midwest U.S. transaction price of primary aluminum is $.54 per pound
or above, a bonus payment is made. The amount of the quarterly bonus
payment changes incrementally with each full cent change in the price
of primary aluminum between $.54 per pound and $.61 per pound, remains
constant when the price is $.61 or more per pound but is below $.74
per pound, changes incrementally again with each full cent change in
the price between $.74 per pound and $.81 per pound, and remains at
the ceiling when the price is $.81 per pound or more. Workers covered
by the Labor Contract at the Trentwood, Tacoma, and Gramercy plants may
receive quarterly bonus payments based on various indices of
productivity, efficiency, and other aspects of specific plant
performance, as well as, in certain cases, the price of alumina or
primary aluminum. The particular quarterly bonus variable
compensation formula currently applicable at each plant will remain
applicable for the remainder of the contract term.
Pursuant to the Labor Contract, base wage rates were raised $.50 per
hour in 1990 and were raised an additional $.50 per hour effective
November 1, 1993. Each of the employees covered by the Labor Contract
has received $2,000 in lump-sum signing and special bonuses. In
addition, in the first quarter of 1991 KACC acquired up to $4,000 of
preference stock held in the stock bonus plan for the benefit of
approximately 80% of the employees covered by the Labor Contract
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KAISER ALUMINUM CORPORATION AND SUBSIDIARY COMPANIES
----------------------------------------------------------------------
ITEM 1. BUSINESS (continued)
and in February 1994 acquired an additional $2,000 of such preference
stock held in the stock bonus plan for the benefit of substantially
the same employees. In the first quarter of 1991, KACC acquired up
to $4,000 of preference stock which had been held for the benefit of
each of certain salaried employees, and in February 1994 acquired an
additional $2,000 of such preference stock held in the stock bonus
plan for the benefit of substantially the same employees. The
February 1994 acquisitions of preference stock were in the aggregate
amount of $5.4 million. The Company considers KACC's employee
relations to be satisfactory.
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 is currently 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 several 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 the ultimate extent of KACC's
liability for pending or potential fines, penalties, remedial costs,
claims, and litigation relating to environmental and health and safety
matters cannot be determined at this time and, in light of evolving
case law relating to insurance coverage for environmental claims,
management is unable to determine definitively the extent of such
coverage, management currently believes that the resolution of these
matters (even without giving effect to potential insurance recovery)
should not have a material adverse effect on the Company's
consolidated financial position or results of operations.
Environmental capital spending was $12.6 million in 1993, $13.1
million in 1992, and $11.2 million in 1991. Annual operating costs for
pollution control, not including corporate overhead or depreciation,
were approximately $22.4 million in 1993, $21.6 million in 1992, and
$17.8 million in 1991. Legislative, regulatory, and economic
uncertainties make it difficult to project future spending for these
purposes. However, the Company currently anticipates that in the 1994-
1995 period, environmental capital spending will be within the range
of approximately $7.0 - $20.0 million per year, and operating costs
for pollution control will be within the range of $20.0 - $22.0
million per year. These expenditures will be made to assure compliance
with applicable Environmental Laws and are expected to include, among
other things, additional "red mud" disposal facilities and improved
levees at the Gramercy, Louisiana refinery (which are being financed
by the industrial revenue bonds); bath crushing improvements, baking
furnace modernization, and
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KAISER ALUMINUM CORPORATION AND SUBSIDIARY COMPANIES
----------------------------------------------------------------------
ITEM 1. BUSINESS (continued)
improved calcining controls at the Mead, Washington facility; new and
continuing environmental projects at the Trentwood, Washington
facility; and environmental projects required under the Clean Air Act
Amendments of 1990. In addition, $7.2 million in cash expenditures in
1993, $9.6 million in 1992, and $14.0 million in 1991 were charged to
previously established reserves relating to environmental cost.
Approximately $7.0 million is expected to be charged to such reserves
in 1994.
Note 10 of the Notes to Consolidated Financial Statements contained in
the Company's 1993 Annual Report to Shareholders (the "Annual Report")
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. The Company 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.
The Company's obligations under the Credit Agreement entered into on
February 17, 1994, which replaced the Company's prior 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-89-23 1
-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
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KAISER ALUMINUM CORPORATION AND SUBSIDIARY COMPANIES
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ITEM 3. LEGAL PROCEEDINGS (continued)
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.
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 five 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 five 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 Company
understands that the EPA is also investigating contamination of
groundwater at the Sites. 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 an Agreement in Principle with certain of the
respondents to participate jointly in responding to the Administrative
Orders, 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. A definitive PRP Participation Agreement
is currently awaiting execution by the group. 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 companies, undertake or agree to finance, groundwater
remediation at certain of the Sites. With respect to the Farm
Chemicals and Twin Sites, in addition to KACC, the EPA issued such
letters to J.M. Taylor, Grower Services 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. With
respect to the Fairway Six Site, in addition to KACC, the EPA issued
such letters to J.M. Taylor, G.D. Anderson, Grower Service
Corporation, Partners in 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., Union Carbide Corporation, Miles,
Inc., Ciba-Geigy Corporation, and Hercules, Inc. The ROD-selected
remedy for the groundwater remediation selected by the EPA includes
extraction, on site treatment by coagulation, flocculation,
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KAISER ALUMINUM CORPORATION AND SUBSIDIARY COMPANIES
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ITEM 3. LEGAL PROCEEDINGS (continued)
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. KACC, along with other
notified parties, plans to meet with representatives of the EPA to
discuss whether an agreement to perform this remediation is possible.
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. Although the EPA and KACC have made
substantial progress in negotiating the terms of the consent decree,
key issues remain to be resolved. Anticipated elements of any
settlement would include a commitment by KACC to improve the emission
control equipment at the Trentwood facility and a civil penalty
assessment against KACC, in an amount to be determined.
At this time, the Company cannot predict the likelihood that the EPA
and KACC will reach an agreement upon the terms of a consent decree.
In the event that the negotiations are not successful the matter
likely would 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
- 16 -
KAISER ALUMINUM CORPORATION AND SUBSIDIARY COMPANIES
----------------------------------------------------------------------
ITEM 3. LEGAL PROCEEDINGS (continued)
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 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,
- 17 -
KAISER ALUMINUM CORPORATION AND SUBSIDIARY COMPANIES
----------------------------------------------------------------------
ITEM 3. LEGAL PROCEEDINGS (continued)
(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.
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 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. Through
negotiations with the EPA and other PRPs, KACC has reached an
agreement with such PRPs under which KACC will fund $146,700 of the
cost of the remedial action (unless remedial costs exceed $19 million
in which event the settlement agreement will be re-opened). The
implementation of the foregoing agreement is subject to continuing
discussions among the EPA, the other PRPs, and KACC.
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 with KACC or to
products containing asbestos produced or sold by KACC. The lawsuits
generally relate to products KACC has not manufactured for at least 15
years. The number of such lawsuits instituted against KACC increased
substantially in 1993 and management believes the number of such
lawsuits will continue to increase at a greater annualized rate than
in prior years. For additional information see "MANAGEMENT'S
DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS - Financial Condition and Capital Spending - Asbestos
Contingencies."
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 1993.
PART II
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED
STOCKHOLDER MATTERS
From January 1, 1991, through July 17, 1991, there was no established
public trading market for the Company's common stock, which was
indirectly owned 100% by MAXXAM. On July 18, 1991, the Company issued
7,250,000 shares of common stock, and since that time the Company's
common stock has been traded on the New York Stock Exchange. The
number of record holders of the Company's common stock at March 21,
1994 was 117. The stock
- 18 -
KAISER ALUMINUM CORPORATION AND SUBSIDIARY COMPANIES
----------------------------------------------------------------------
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED
STOCKHOLDER MATTERS (continued)
symbol is KLU. Page 62 of the Annual Report, and the information in
Note 9 of the Note to Consolidated Financial Statements under the heading
"Dividends on Common Stock" at page 54 of the Annual Report, are
incorporated herein by reference. The Company has paid a $.05 per share
common stock dividend each quarter since its initial public offering of
the stock in July 1991, through the fourth quarter of 1992. The
Company does not expect to declare a common stock dividend until
aluminum prices strengthen.
The Indentures and the 1994 Credit Agreement (Exhibits 4.1 through 4.4
to this Report) contain restrictions on the ability of the Company to
pay dividends on or make distributions on account of the Company's
common stock and restrictions on the ability of the Company's
subsidiaries to transfer funds to the Company in the form of cash
dividends, loans or advances. Exhibits 4.1 through 4.4 to this
Report; Note 6 of the Notes to Consolidated Financial Statements at pages
39-42 of the Annual Report; and the information under the heading
"Financial Condition and Capital Spending - Capital Structure" at pages
23-25 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; in 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 35-37
of the Annual Report; and to pages 60-61 of the Annual Report.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Pages 20-30 of the Annual Report are incorporated herein by reference.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
Pages 31-59 and page 62 of the Annual Report, Schedules II, V,
VI, IX, and X to this Report, and the Report of Independent Public
Accountants with respect to such Schedules, 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.
- 19 -
KAISER ALUMINUM CORPORATION AND SUBSIDIARY COMPANIES
----------------------------------------------------------------------
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 31-59 and 62 of the Annual Report.
2. Financial Statement Schedule Page
----------------------------- ----
Report of Independent Public Accountants . . . . . . . . 21
Schedule II - Amounts Receivable from Related
Parties and Underwriters,
Promoters, and Employees Other
Than Related Parties . . . . . . . . . . 22
Schedule V - Consolidated Property, Plant, and
Equipment . . . . . . . . . . . . . . . 23
Schedule VI - Accumulated Depreciation, Depletion,
and Amortization of Consolidated
Property, Plant, and Equipment. . . . . 24
Schedule IX - Consolidated Short-Term Borrowings. . . 25
Schedule X - Supplementary Consolidated Income
Statement Information . . . . . . . . . 26
All other schedules are inapplicable or the required information
is included in the Consolidated Financial Statements or the Notes
thereto.
3. Exhibits
--------
Reference is made to the Index of Exhibits immediately preceding
the exhibits hereto (beginning on page 28), 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 28), which index is incorporated
herein by reference.
- 20 -
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
We have audited, in accordance with generally accepted auditing
standards, the financial statements included in Kaiser Aluminum
Corporation and subsidiaries annual report to shareholders incorporated
by reference in this Form 10-K and have issued our report thereon dated
February 24, 1994. Our report on the financial statements includes an
explanatory paragraph with respect to the change in methods of
accounting for postretirement benefits other than pensions,
postemployment benefits, and income taxes in 1993 as discussed in
Note 1 of the Notes to Consolidated Financial Statements. Our audit
was made for the purpose of forming an opinion on the basic financial
statements taken as a whole. The schedules listed in the index at
Item 14(a)2. above are the responsibility of the Company's management and
are presented for purposes of complying with the Securities and Exchange
Commission's rules and are not part of the basic financial statements.
These schedules have been subjected to the auditing procedures applied
in the audits of the basic financial statements and, in our opinion,
fairly state in all material respects the financial data required to be
set forth therein in relation to the basic financial statements taken
as a whole.
ARTHUR ANDERSEN & CO.
Houston, Texas
February 24, 1994
- 21 -
KAISER ALUMINUM CORPORATION AND SUBSIDIARY COMPANIES
SCHEDULE II
- ----------------------------------------------------------------------
AMOUNTS RECEIVABLE FROM RELATED PARTIES AND
UNDERWRITERS, PROMOTERS, AND
EMPLOYEES OTHER THAN RELATED PARTIES
(In millions of dollars)
Balance at
Deductions End of Year
Balance at ----------------------- ----------------
Beginning Amounts Amounts Not
Name of Debtor of Year Additions Collected Written Off Current Current
-------------- ----------- --------- --------- ----------- ------- -------
1993
----
None
1992
----
J. A. Bonn (1) $.1 $.1
1991
----
J. M. Seidl(2) $1.3 1.3
J. A. Bonn (1) .1 $ .1
(1) This note bears interest at 7.09% per annum and is due on the earlier of demand, the
termination of Mr. Bonn's employment, or on June 30, 1994. The interest is payable
quarterly. The note is secured by real estate owned by Mr. Bonn. The full amount of
the note was paid in March 1992.
(2) The note of $1.0, together with its accrued interest (at 8.9% per annum), was transferred
to the Company by MAXXAM in September 1991 and was subsequently paid off in cash.
- 22 -
KAISER ALUMINUM CORPORATION AND SUBSIDIARY COMPANIES
SCHEDULE V
- -----------------------------------------------------------------------------
CONSOLIDATED PROPERTY, PLANT, AND EQUIPMENT
(In millions of dollars)
Balance at Other Balance at
Beginning Changes End of
Description of Year Additions Retirements Add (Deduct) Year
----------- ---------- --------- ----------- ------------ --------
Year ended December 31, 1993:
Land $ 84.8 $ 1.8 $ 5.1 $ 91.7
Land improvements 39.0 1.0 3.4 43.4
Buildings 155.0 5.9 $ (.7) 24.2 184.4
Machinery and equipment 1,010.7 63.4 (15.7) 164.6 1,223.0
Leasehold improvements 9.1 .7 (.3) .9 10.4
Construction in progress 70.3 (5.1) (.3) 64.9
-------- -------- -------- -------- --------
Total $1,368.9 $ 67.7 $ (17.0) $ 198.2(1) $1,617.8
======== ======== ======== ======== ========
Year ended December 31, 1992:
Land $ 49.5 $ 11.0 $ 24.3 $ 84.8
Land improvements 33.7 5.5 (.2) 39.0
Buildings 135.3 16.6 $(.2) 3.3 155.0
Machinery and equipment 925.7 94.6 (4.8) (4.8) 1,010.7
Leasehold improvements 5.8 3.3 9.1
Construction in progress 87.5 (16.6) (.1) (.5) 70.3
-------- -------- -------- -------- --------
Total $1,237.5 $ 114.4 $ (5.1) $ 22.1(2) $1,368.9
======== ======== ======== ======== ========
Year ended December 31, 1991:
Land $ 43.3 $ 1.4 $ (.2) $ 5.0 $ 49.5
Land improvements 27.7 1.8 4.2 33.7
Buildings 123.5 5.9 (.7) 6.6 135.3
Machinery and equipment 866.7 71.6 (6.0) (6.6) 925.7
Leasehold improvements 5.0 .7 .1 5.8
Construction in progress 52.4 36.7 (.1) (1.5) 87.5
-------- -------- -------- -------- --------
Total $1,118.6 $ 118.1 $ (7.0) $ 7.8 $1,237.5
======== ======== ======== ======== ========
(1) Consists principally of the initial impact of adoption of Statement of Financial Accounting
Standards No. 109, "Accounting for Income Taxes," as of January 1, 1993, which required the Company to
restate certain assets to their pre-tax amounts from their net-of-tax amounts originally recorded
in connection with the acquisition by MAXXAM in October 1988.
(2) Consists principally of reclassifications from other current and long-term assets
to property, plant, and equipment.
- 23 -
KAISER ALUMINUM CORPORATION AND SUBSIDIARY COMPANIES
SCHEDULE VI
- -----------------------------------------------------------------------------
ACCUMULATED DEPRECIATION, DEPLETION, AND AMORTIZATION
OF CONSOLIDATED PROPERTY, PLANT, AND EQUIPMENT
(In millions of dollars)
Balance at Other Balance at
Beginning Changes End of
Description of Year Additions Retirements Add (Deduct) Year
----------- ---------- --------- ----------- ----------- -------
Year ended December 31, 1993:
Depletable land $ 1.5 $ .6 $ 1.4 $ 3.5
Land improvements 6.3 2.1 1.4 9.8
Buildings 30.7 8.4 $ (.1) 7.2 46.2
Machinery and equipment 261.2 85.4 (5.1) 49.9 391.4
Leasehold improvements 2.4 .6 (.1) .3 3.2
------ ------ ------ ------ ------
Total $302.1 $ 97.1 $ (5.3) $ 60.2(1) $454.1
====== ====== ====== ====== ======
Year ended December 31, 1992:
Depletable land $ 1.2 $ .3 $ 1.5
Land improvements 4.8 1.6 $ (.1) 6.3
Buildings 21.9 7.3 $ (.1) 1.6 30.7
Machinery and equipment 193.2 70.5 (1.1) (1.4) 261.2
Leasehold improvements 1.9 .6 (.1) 2.4
------ ------ ------ ------ ------
Total $223.0 $ 80.3 $ (1.2) nil $302.1
====== ====== ====== ====== ======
Year ended December 31, 1991:
Depletable land $ .7 $ .5 $ 1.2
Land improvements 3.5 1.1 $ .2 4.8
Buildings 14.6 6.5 $ (.1) .9 21.9
Machinery and equipment 128.3 64.5 (1.6) 2.0 193.2
Leasehold improvements 1.2 .6 .1 1.9
------ ------ ------ ------ ------
Total $148.3 $ 73.2 $ (1.7) $ 3.2 $223.0
====== ====== ====== ====== ======
(1) Consists principally of the initial impact of adoption of Statement of Financial Accounting
Standards No. 109, "Accounting for Income Taxes," as of January 1, 1993, which required the Company
to restate certain assets to their pre-tax amounts from their net-of-tax amounts originally recorded
in connection with the acquisition by MAXXAM in October 1988.
- 24 -
KAISER ALUMINUM CORPORATION AND SUBSIDIARY COMPANIES
SCHEDULE IX
- ----------------------------------------------------------------------------
CONSOLIDATED SHORT-TERM BORROWINGS
(In millions of dollars)
Maximum Average Weighted
Weighted Amounts Amount Average
Category of Balance Average Outstanding Outstanding Interest Rate
Aggregate Short- at End of Interest During During the During the
Terms Borrowings Year Rate the Year Year(1) Year(2)
---------------- --------- -------- ----------- ----------- -------------
Bank borrowings(3)
1993 $ .5 8.0% $ 18.5 $ 6.2 4.5%
1992 4.8 4.8 52.8 29.6 4.7
1991 6.3 4.9 50.6 29.2 7.0
(1) Based on outstanding borrowings at the end of each month.
(2) Based on outstanding borrowings and weighted average interest rates at the end of each
month.
(3) Short-term bank borrowings are made available on an uncommitted basis and no fee is
charged. Maturities generally range from one to ten days with no formal provisions for
the extension of maturities. Interest rates are based upon short-term prevailing rates.
- 25 -
KAISER ALUMINUM CORPORATION AND SUBSIDIARY COMPANIES
SCHEDULE X
----------------------------------------------------------------------
SUPPLEMENTARY CONSOLIDATED INCOME STATEMENT INFORMATION(1)
(In millions of dollars)
Charged to Costs and Expenses
Year End December 31,
-----------------------------
1993 1992 1991
---- ---- ----
Maintenance and repairs $168.9 $147.0 $161.4
====== ====== ======
Taxes, other than payroll and income
taxes - production levy on bauxite $ 27.9 $ 31.5 $ 34.0
====== ====== ======
(1) The amounts for amortization of intangible assets and preoperating costs and similar
deferrals, royalties, and advertising costs are not reported as these items did not
exceed 1% of sales and revenues.
- 26 -
KAISER ALUMINUM CORPORATION AND SUBSIDIARY COMPANIES
- ----------------------------------------------------------------------
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 30, 1994 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 30, 1994 George T. Haymaker, Jr.
---------------------------------
George T. Haymaker, Jr.
Chairman of the Board and Chief
Executive Officer
(Principal Executive Officer)
Date: March 30, 1994 John T. La Duc
---------------------------------
John T. La Duc
Vice President and Chief
Financial Officer
(Principal Financial Officer)
Date: March 30, 1994 Charlie Alongi
---------------------------------
Charlie Alongi
Controller
(Principal Accounting Officer)
Date: March 30, 1994 Robert J. Cruikshank
---------------------------------
Robert J. Cruikshank
Director
Date: March 30, 1994 Charles E. Hurwitz
---------------------------------
Charles E. Hurwitz
Director
Date: March 30, 1994 Ezra G. Levin
---------------------------------
Ezra G. Levin
Director
Date: March 30, 1994 Robert Marcus
---------------------------------
Robert Marcus
Director
Date: March 30, 1994 Paul D. Rusen
---------------------------------
Paul D. Rusen
Director
- 27 -
KAISER ALUMINUM CORPORATION AND SUBSIDIARY COMPANIES
- ----------------------------------------------------------------------
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 Kaiser Aluminum &
Chemical Corporation ("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.
*4.4 Credit Agreement, dated as of February 17, 1994, among KAC, KACC,
the financial institutions a party thereto, BankAmerica Business
Credit, Inc., as Agent, and certain financial institutions.
4.5 Credit Agreement, dated as of December 13, 1989 (the "1989
Credit Agreement"), among KACC, KAC, the financial institutions
a party thereto, Bank of America National Trust and Savings
Association, as Agent, and Mellon Bank, N.A., as Collateral
Agent (incorporated by reference to Exhibit 4.3 to Amendment
No. 5 to the Registration Statement on Form S-1, dated
December 13, 1989, filed by KACC Registration No. 33-30645).
4.6 First Amendment to the 1989 Credit Agreement, dated as of April
17, 1990 (incorporated by reference to Exhibit 4.2 of the Report
on Form 10-Q for the quarterly period ended September 30, 1990,
of MAXXAM, Inc. ("MAXXAM") filed November 6, 1990, File No.
1-3924).
4.7 Second Amendment to the 1989 Credit Agreement, dated as of
September 17, 1990 (incorporated by reference to Exhibit 4.3
of the Report on Form 10-Q for the quarterly period ended
September 30, 1990, of MAXXAM, filed November 6, 1990,
File No. 1-3924).
4.8 Third Amendment to the 1989 Credit Agreement, dated as of
December 7, 1990 (incorporated by reference to Exhibit 4.6 to
Amendment No. 1 to the Registration Statement on Form S-1,
dated February 13, 1991, filed by KAC, Registration
No. 33-37895).
- 28-
KAISER ALUMINUM CORPORATION AND SUBSIDIARY COMPANIES
----------------------------------------------------------------------
Exhibit
Number Description
------- -----------
4.9 Fourth Amendment to the 1989 Credit Agreement, dated as of
April 19, 1991 (incorporated by reference to Exhibit 4.1 of
the Report on Form 10-Q for the quarterly period ended
March 31, 1991, filed by KACC, File No. 1-3605).
4.10 Fifth Amendment to the 1989 Credit Agreement, dated as of
March 13, 1992 (incorporated by reference to Exhibit 4.8 to
Form 10-K for the period ended December 31, 1991, filed by
KAC, File No. 1-9447).
4.11 Seventh Amendment to the 1989 Credit Agreement, dated as of
November 6, 1992 (incorporated by reference to Exhibit 4.10 to
Amendment No. 5 to the Registration Statement on Form S-2,
dated January 22, 1993, filed by KACC, Registration
No. 33-48260).
4.12 Eighth Amendment to the 1989 Credit Agreement, dated as of
January 7, 1993 (incorporated by reference to Exhibit 4.12 to
Amendment No. 5 to the Registration Statement on Form S-2,
dated January 22, 1993, filed by KACC, Registration
No. 33-48260).
4.13 Ninth Amendment to 1989 Credit Agreement, dated as of May 19,
1993 including the form of Intercompany Note annexed as an
Exhibit thereto (incorporated by reference to Exhibit 4.10 to
Amendment No. 2 to the Registration Statement on form S-1,
dated June 22, 1993, filed by KACC, Registration No. 33-49555).
4.14 Tenth Amendment to 1989 Credit Agreement, dated as of
July 23,1993 (incorporated by reference to Exhibit 4.13 to
the Registration Statement on Form S-3, dated August 26,
1993, filed by KACC, Registration No. 33-50097).
4.15 Eleventh Amendment to 1989 Credit Agreement, dated as of
August 27, 1993 (incorporated by reference to Exhibit 4.13
to the Registration Statement on Form S-3, dated October 13,
1993, filed by KAC, Registration No. 33-50581).
4.16 Twelfth Amendment to 1989 Credit Agreement, dated as of
December 20, 1993 (incorporated by reference to Exhibit 4.15
to Amendment No. 3 to the Registration Statement on Form S-2,
dated February 8, 1994, filed by KACC, Registration
No. 33-50097).
4.17 Certificate of Designation 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).
4.18 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).
4.19 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).
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KAISER ALUMINUM CORPORATION AND SUBSIDIARY COMPANIES
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Exhibit
Number Description
------- -----------
4.20 Senior Subordinated Intercompany Note between KACC and
MAXXAM, dated January 14, 1993 (incorporated by reference to
Exhibit 4.13 to Amendment No. 5 to the Registration Statement
on Form S-2, dated January 22, 1993, filed by KACC,
Registration No. 33-48260).
*4.21 Certificate of Designation of KAC's 8.255% Preferred
Redeemable Increased Dividend Equity Securities, dated
February 17, 1994.
*4.22 Senior Subordinated Intercompany Note between KAC and KACC
dated February 15, 1994.
*4.23 Senior Subordinated Intercompany Note between KAC and KACC
dated March 17, 1994.
*4.24 Senior Subordinated Intercompany Note between KAC and KACC
dated June 30, 1993.
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 Amended and Restated Alumina Supply Agreement, dated as of
October 11, 1989 (incorporated by reference to Exhibit 10.19
to Amendment No. 3 to the Registration Statement on Form S-1,
dated November 14, 1989, filed by KACC, Registration
No. 33-30645).
10.6 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).
10.7 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).
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KAISER ALUMINUM CORPORATION AND SUBSIDIARY COMPANIES
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Exhibit
Number Description
------- -----------
Executive Compensation Plans and Arrangements
----------------------------------------------
10.8 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).
10.9 KaiserTech Limited Long Term Incentive Plan, dated June 2,
1989 (incorporated by reference to Exhibit 10.14 to Form 10-K
for the period ended December 31, 1989, filed by KACC,
File No. 1-3605).
10.10 Amendment No. 2 to KaiserTech Limited Long Term Incentive
Plan, dated as of December 18, 1991 (incorporated by reference
to Exhibit 10.7 to Form 10-K for the period ended December 31,
1991, filed by KAC, File No. 1-9447).
10.11 Amendment No. 3 to Kaiser Aluminum Long Term Incentive Plan,
dated as of December 31, 1991 (incorporated by reference to
Exhibit 10.8 to Form 10-K for the period ended December 31,
1991, filed by KAC, File No. 1-9447).
10.12 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).
10.13 Kaiser Aluminum Middle Management Long-Term Incentive Plan,
dated June 25, 1990, as amended (incorporated by reference
to Exhibit 10.22 to Amendment No. 1 to the Registration
Statement on Form S-1, dated February 13, 1991, filed by
KAC, Registration No. 33-37895).
10.14 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).
10.15 Employment Agreement, dated as of October 1, 1992, among KAC,
KACC and A. Stephens Hutchcraft, Jr. (incorporated by
reference to Exhibit 10.15 to Amendment No. 5 to the
Registration Statement on Form S-2, dated January 22, 1993,
filed by KACC, Registration No. 33-48260).
10.16 Severance Agreement, dated July 1, 1985, between KACC and
A. Stephens Hutchcraft, Jr., as amended (incorporated by
reference to Exhibit (10)(f) to Form 10-K for the period
ended December 31, 1988, filed by KACC, File No. 1-3605).
10.17 Amendment, dated October 31, 1989, to the Severance Agreement
of A. Stephens Hutchcraft, Jr. referenced in Exhibit 10.16
above (incorporated by reference to Exhibit 10.24 to Amendment
No. 5 to the Registration Statement on Form S-1, dated
December 13, 1989, filed by KACC, Registration No. 33-30645).
10.18 Consulting Agreement, dated November 19, 1993 between KACC
and A. Stephens Hutchcraft, Jr. (incorporated by reference to
MAXXAM's Annual Report on Form 10-K for the period ended
December 31, 1993, File No. 1-3924; the "MAXXAM 1993
Form 10-K").
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KAISER ALUMINUM CORPORATION AND SUBSIDIARY COMPANIES
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Exhibit
Number Description
------- -----------
10.19 Employment Agreement, dated September 26, 1990, between KACC,
MAXXAM and John T. La Duc (incorporated by reference to
Exhibit 10.20 to Amendment No. 1 to the Registration Statement
on Form S-1, dated February 13, 1991, filed by KAC,
Registration No. 33-37895).
10.20 Employment Agreement, dated as of August 22, 1990, among
KACC, MAXXAM and Robert W. Irelan (incorporated by reference
to Exhibit 10.2 of the Report on Form 10-Q for the quarterly
period ended March 31, 1991, filed by KACC, File No. 1-3605).
10.21 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).
10.22 Real Estate Lien Note, dated October 4, 1990, by Robert W.
Irelan and Barbara M. Irelan to KACC and related Deed of Trust
(incorporated by reference to Exhibit 10.55 to Form 10-K for
the period ended December 31, 1990, filed by MAXXAM, File
No. 1-3924).
10.23 Employment Agreement, dated as of March 8, 1990, between
MAXXAM and Anthony R. Pierno (incorporated by reference to
Exhibit 10.28 to Form 10-K for the period ended December 31,
1990, filed by MAXXAM, File No. 1-3924).
10.24 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).
10.25 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).
10.26 Commercial Guaranty, dated February 22, 1993, executed by
MAXXAM in favor of Charter National Bank-Houston, with
respect to a loan from Charter National Bank-Houston to
Anthony R. Pierno (incorporated herein by reference to
Exhibit 10.27 to Form 10-K for the period ended December 31,
1992, filed by KAC,File No. 1-9447).
10.27 Commercial Guaranty, dated January 24, 1994, between MAXXAM
and Charter National Bank-Houston, in respect of a loan from
Charter National Bank-Houston to Anthony R. Pierno and a
related letter agreement (incorporated by reference to the
MAXXAM 1993 Form 10-K).
10.28 Employment Agreement, dated as of March 8, 1990, between
MAXXAM and Byron L. Wade (incorporated by reference to
Exhibit 10.50 to Form 10-K for the period ended
December 31, 1990, filed by MAXXAM, File No. 1-3924).
10.29 Promissory Note, dated July 20, 1993, between MAXXAM and
Byron L. Wade (incorporated by reference to the MAXXAM
1993 Form 10-K).
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KAISER ALUMINUM CORPORATION AND SUBSIDIARY COMPANIES
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Exhibit
Number Description
------ -----------
10.30 Employment Agreement, dated as of July 1, 1991, by and
among MAXXAM,KACC and Joseph A. Bonn (incorporated by
reference to Exhibit 10.23 to Form 10-K for the period
ended December 31, 1991, filed by KACC, File No. 1-3605).
10.31 Agreement, dated December 20, 1991, between KAC and Joseph
A. Bonn (incorporated by reference to Exhibit 10.3 to the
Report on Form 10-Q for the quarterly period ended
March 31, 1992, filed by KAC, File No. 1-9447).
10.32 Employment Agreement, dated August 20, 1993, between
KACC and Robert E. Cole (incorporated by reference
to the MAXXAM 1993 Form 10-K).
*13 Pages 20-30 and 32-62 of KAC's Annual Report to shareholders for
the year ended December 31, 1993 which are incorporated by
reference into this Report.
*21 Significant subsidiaries of KAC.
*99 Report of Independent Public Accountants.
----------
*Filed herewith
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KAISER ALUMINUM CORPORATION AND SUBSIDIARY COMPANIES
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SUBSIDIARIES
Listed below are the principal subsidiaries of Kaiser Aluminum Corporation
and the jurisdiction of their incorporation or organization. Certain
subsidiaries are omitted which, considered in the aggregate as a single
subsidiary, would not constitute a significant subsidiary.
Place of
Name or Organization Incorporation
-------------------- -------------
Alpart Jamaica Inc. . . . . . . . . . . . . . . . Delaware
Alumina Partners of Jamaica (partnership) . . . . . Delaware
Anglesey Aluminium Limited . . . . . . . . . . . . United Kingdom
Kaiser Alumina Australia Corporation . . . . . . . Delaware
Kaiser Aluminium Europe (U.K.) Limited . . . . . . United Kingdom
Kaiser Aluminium International, Inc. . . . . . . . Delaware
Kaiser Aluminum & Chemical Corporation . . . . . . Delaware
Kaiser Aluminum & Chemical International N.V. . . . Netherlands
Antilles
Kaiser Aluminum & Chemical of Canada Limited. . . . Ontario
Kaiser Aluminum Technical Services, Inc . . . . . . California
Kaiser Bauxite Company . . . . . . . . . . . . . . Nevada
Kaiser Center, Inc. . . . . . . . . . . . . . . . . California
Kaiser Center Properties (partnership) . . . . . . California
Kaiser Finance Corporation . . . . . . . . . . . . Delaware
Kaiser Jamaica Bauxite Company (partnership). . . . Jamaica
Kaiser Jamaica Corporation . . . . . . . . . . . . Delaware
Queensland Alumina Limited. . . . . . . . . . . . . Queensland
Strombus International Insurance Company, Ltd . . . Bermuda
Trochus Insurance Company, Ltd. . . . . . . . . . . Bermuda
Volta Aluminium Company Limited. . . . . . . . . . Ghana
- 34 -
PAGE>
KAISER ALUMINUM CORPORATION AND SUBSIDIARY COMPANIES
- ----------------------------------------------------------------------
PRODUCTION AND RESEARCH FACILITIES
(100% owned unless otherwise noted)
Alumina and Bauxite Fabricated Products
Gramercy, Louisiana Flat Rolled Products
--------------------
Alumina Partners of Jamaica, Trentwood, Washington
(Alpart), Jamaica (65%)
Kaiser Jamaica Bauxite Company (KJBC),
Jamaica (49%) Extruded Products, including
Rod and Bar
----------------------------
Queensland Alumina Limited (QAL), Jackson, Tennessee
Australia (28.3%) Los Angeles, California
Alumina Development Laboratory, Santa Fe Springs, California
Gramercy, Louisiana Newark, Ohio
Sherman, Texas
Tulsa, Oklahoma
Kaiser Aluminum & Chemical
of Canada Limited,
Primary Products London, Ontario, Canada
Mead, Washington Forgings
Tacoma, Washington --------
Anglesey Aluminium Limited, Alliance, Ohio
Wales (49%) Canton, Ohio
Volta Aluminium Company Limited (Valco), Erie, Pennsylvania
Ghana (90%) Greenwood, South Carolina,
Division Technology Center, Forge
Mead, Washington Greenwood, South Carolina,
Machine Shop
Center for Technology Oxnard, California
Pleasanton, California
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