UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-Q

For the quarterly period ended September 30, 2009

Commission file number 0-52105

KAISER ALUMINUM CORPORATION

Delaware		94-3030279
(State of Incorporation)		(I.R.S. Employer Identification No.)
27422 PORTOLA PARKWAY, SUITE 350,
FOOTHILL RANCH, CALIFORNIA		92610-2831
(Address of principal executive offices)		(Zip Code)

     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 þ     No o

     Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes o     No o

     Indicate by check mark whether the registrant is a large accelerated filter, an accelerated filter, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer þ

Accelerated filer o

Non-accelerated filer o (Do not check if a smaller reporting company)

Smaller reporting company o

     Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o     No þ

     Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court. Yes þ     No o

     As of October 15, 2009, there were 20,276,571 shares of the Common Stock of the registrant outstanding.

 

 

KAISER ALUMINUM CORPORATION AND SUBSIDIARY COMPANIES

PART I — FINANCIAL INFORMATION

Item 1. Financial Statements

CONSOLIDATED BALANCE SHEETS

		September 30,				December 31,
		2009				2008
		(Unaudited)
		(In millions of dollars, except
		share amounts)
ASSETS
Current assets:
Cash and cash equivalents		$	34.6			$	.2
Receivables:
Trade, less allowance for doubtful receivables of $.8 at September 30, 2009 and at December 31, 2008			81.1				98.5
Due from affiliate			—				11.8
Other			3.0				17.5
Inventories			125.6				172.3
Prepaid expenses and other current assets			93.0				128.4
Total current assets			337.3				428.7
Property, plant, and equipment — net			332.0				296.7
Net asset in respect of VEBA			55.2				56.2
Deferred tax assets — net			278.0				313.3
Other assets			33.0				50.5
Total		$	1,035.5			$	1,145.4
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable		$	49.8			$	52.4
Accrued salaries, wages, and related expenses			32.3				41.2
Other accrued liabilities			32.8				113.9
Payable to affiliate			21.5				27.5
Total current liabilities			136.4				235.0
Net liability in respect of VEBA			16.9				14.0
Long-term liabilities			48.9				65.3
Revolving credit facility and other long-term debt			7.1				43.0
			209.3				357.3
Commitments and contingencies (Note 11)
Stockholders’ equity:
Common stock, par value $.01, 90,000,000 shares authorized at both September 30, 2009 and December 31, 2008; 20,276,571 shares issued and outstanding at September 30, 2009 and 20,044,913 issued and outstanding at December 31, 2008			.2				.2
Additional capital			967.0				958.6
Retained earnings			65.8				34.1
Common stock owned by Union VEBA subject to transfer restrictions, at reorganization value, 4,845,465 shares at both September 30, 2009 and December 31, 2008			(116.4	)			(116.4	)
Treasury stock, at cost, 572,706 shares at both September 30, 2009 and December 31, 2008			(28.1	)			(28.1	)
Accumulated other comprehensive loss			(62.3	)			(60.3	)
Total stockholders’ equity			826.2				788.1
Total		$	1,035.5			$	1,145.4

The accompanying notes to consolidated financial statements are an integral part of these statements.

KAISER ALUMINUM CORPORATION AND SUBSIDIARY COMPANIES

STATEMENTS OF CONSOLIDATED INCOME

		Quarter Ended								Nine Months Ended
		September 30,								September 30,
		2009				2008				2009				2008
		(Unaudited)
		(In millions of dollars, except share and per share amounts)
Net sales		$	252.0			$	369.2			$	750.0			$	1,181.7
Costs and expenses:
Cost of products sold:
Cost of products sold, excluding depreciation, amortization and other items			188.3				383.7				584.2				1,044.2
Lower of cost or market inventory write-down			—				—				9.3				—
Impairment of investment in Anglesey			—				—				1.8				—
Restructuring costs and other charges			.1				—				6.4				—
Depreciation and amortization			3.9				3.6				12.3				10.8
Selling, administrative, research and development, and general			17.1				19.8				52.1				58.3
Other operating benefits, net			—				(1.4	)			(.9	)			(1.2	)
Total costs and expenses			209.4				405.7				665.2				1,112.1
Operating income (loss)			42.6				(36.5	)			84.8				69.6
Other income (expense):
Interest expense			(.2	)			(.3	)			(.6	)			(.8	)
Other income (expense), net			.1				(.2	)			—				1.0
Income (loss) before income taxes			42.5				(37.0	)			84.2				69.8
Income tax (provision) benefit			(19.5	)			14.9				(37.8	)			(30.0	)
Net income (loss)		$	23.0			$	(22.1	)		$	46.4			$	39.8
Earnings per share — Basic (Note 13):
Net income (loss) per share		$	1.14			$	(1.11	)		$	2.31			$	1.93
Earnings per share — Diluted (Note 13):
Net income (loss) per share		$	1.14			$	(1.11	)		$	2.31			$	1.93
Weighted-average number of common shares outstanding (000):
Basic			19,982				19,995				19,568				20,032
Diluted			19,982				19,995				19,568				20,032

The accompanying notes to consolidated financial statements are an integral part of these statements.

KAISER ALUMINUM CORPORATION AND SUBSIDIARY COMPANIES

STATEMENTS OF CONSOLIDATED STOCKHOLDERS’ EQUITY AND
COMPREHENSIVE INCOME (LOSS)

																		Common
																		Stock
																		Owned by
																		Union
																		VEBA								Accumulated
		Common																Subject to								Other
		Shares				Common				Additional				Retained				Transfer				Treasury				Comprehensive
		Outstanding				Stock				Capital				Earnings				Restriction				Stock				Loss				Total
		(Unaudited)
		(In millions of dollars, except for shares)
BALANCE, December 31, 2008			20,044,913			$	.2			$	958.6			$	34.1			$	(116.4	)		$	(28.1	)		$	(60.3	)		$	788.1
Net income			—				—				—				46.4				—				—				—				46.4
Foreign currency translation adjustment, net of tax of $0			—				—				—				—				—				—				(2.0	)			(2.0	)
Comprehensive income																															44.4
Issuance of non-vested shares to employees			196,829				—				—				—				—				—				—				—
Capital distribution by unconsolidated affiliate to its parent company			—				—				(.1	)			—				—				—				—				(.1	)
Issuance of common shares to employees in lieu of cash bonus			15,674				—				.3				—				—				—				—				.3
Issuance of common shares to directors			3,734				—				.1				—				—				—				—				.1
Issuance of common shares to employees upon vesting of restricted stock units and performance shares			21,089				—				—				—				—				—				—				—
Cancellation of employee non-vested shares			(5,668	)			—				—				—				—				—				—				—
Cash dividends on common stock			—				—				—				(14.7	)			—				—				—				(14.7	)
Excess tax deficiency upon vesting of non-vested shares and dividend payment on unvested shares expected to vest			—				—				(.1	)			—				—				—				—				(.1	)
Amortization of unearned equity compensation			—				—				8.2				—				—				—				—				8.2
BALANCE, September 30, 2009			20,276,571			$	.2			$	967.0			$	65.8			$	(116.4	)		$	(28.1	)		$	(62.3	)		$	826.2

The accompanying notes to consolidated financial statements are an integral part of these statements.

KAISER ALUMINUM CORPORATION AND SUBSIDIARY COMPANIES

STATEMENTS OF CONSOLIDATED CASH FLOWS

		Nine Months Ended
		September 30,
		2009				2008
		(Unaudited)
		(In millions of dollars)
Cash flows from operating activities:
Net income		$	46.4			$	39.8
Adjustments to reconcile net income to net cash provided by operating activities:
Recognition of pre-emergence tax benefits in accordance with fresh start accounting			—				1.2
Depreciation and amortization (including deferred financing costs of $.5 for the nine months ended September 30, 2009 and $.2 for the nine months ended September 30, 2008)			12.8				11.0
Deferred income taxes			35.3				22.4
Excess tax deficiency (benefit) upon vesting of non-vested shares and dividend payment on unvested shares expected to vest			.1				(.3	)
Non-cash equity compensation			8.3				8.6
Net non-cash LIFO charges and lower of cost or market inventory write-down			3.0				31.0
Non-cash unrealized (gains) losses on derivative positions			(49.4	)			6.0
Amortization of option premiums			2.6				—
Non-cash impairment charges			2.1				—
Equity in (loss) income of unconsolidated affiliate, net of distributions			(1.9	)			2.5
Loss on disposition of property, plant and equipment			.1				.2
Other non-cash changes in assets and liabilities			4.1				(.2	)
Changes in assets and liabilities:
Decrease (increase) in trade and other receivables			31.9				(21.3	)
Decrease in receivable from affiliate			11.8				9.5
Decrease (increase) in inventories, excluding LIFO charges and lower of cost or market write-down			43.7				(92.9	)
Decrease in prepaid expenses and other current assets			2.9				.1
Increase in accounts payable			.6				—
Decrease in other accrued liabilities			(31.2	)			(5.3	)
Decrease in payable to affiliate			(6.0	)			(8.0	)
Increase in accrued income taxes			.5				.8
Net cash impact of changes in long-term assets and liabilities			1.5				(1.6	)
Net cash provided by operating activities			119.2				3.5
Cash flows from investing activities:
Capital expenditures, net of change in accounts payable of $3.2 for the nine months ended September 30, 2009 and $(.1) for the nine months ended September 30, 2008			(51.0	)			(61.0	)
Decrease (increase) in restricted cash			18.1				(3.9	)
Net cash used in investing activities			(32.9	)			(64.9	)
Cash flows from financing activities:
Borrowings under the revolver credit facility			99.8				55.6
Repayment of borrowings under the revolving credit facility			(135.8	)			(20.9	)
Financing costs			(1.1	)			—
Excess tax (deficiency) benefit upon vesting of non-vested shares and dividend payment on unvested shares expected to vest			(.1	)			.3
Cancellation of common stock to cover employee tax withholding upon vesting of equity awards			—				(.7	)
Repurchase of common stock			—				(28.1	)
Cash dividend paid to stockholders			(14.7	)			(12.4	)
Net cash used in financing activities			(51.9	)			(6.2	)
Foreign currency impact on cash and cash equivalents			—				—
Net increase (decrease) in cash and cash equivalents during the period			34.4				(67.6	)
Cash and cash equivalents at beginning of period			.2				68.7
Cash and cash equivalents at end of period		$	34.6			$	1.1

The accompanying notes to consolidated financial statements are an integral part of these statements.

KAISER ALUMINUM CORPORATION AND SUBSIDIARY COMPANIES
NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS
(In millions of dollars, except share and per share amounts)
(Unaudited)

1. Summary of Significant Accounting Policies

     This Report should be read in conjunction with the Company’s Annual Report on Form 10-K for the year ended December 31, 2008.

     Principles of Consolidation and Basis of Presentation. The consolidated financial statements include the statements of the Company and its wholly owned subsidiaries. Intercompany balances and transactions are eliminated. See Note 3 for a description of the Company’s accounting for its 49%, non-controlling ownership interest in Anglesey Aluminium Limited (“Anglesey”).

     The accompanying unaudited interim consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“US GAAP”) for interim financial information and the rules and regulations of the Securities and Exchange Commission (the “SEC”). Accordingly, these financial statements do not include all of the disclosures required by US GAAP for complete financial statements. In the opinion of management, the unaudited interim consolidated financial statements furnished herein include all adjustments, all of which are of a normal recurring nature unless otherwise noted, necessary for a fair statement of the results for the interim periods presented. References to specific US GAAP in this Report cite topics within the FASB Accounting Standards Codification (“ASC”). See New Accounting Pronouncements below for further information regarding the ASC.

     Use of Estimates and Assumptions. The preparation of financial statements in accordance with US GAAP requires the use of estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities known to exist as of the date the financial statements are published, and the reported amounts of revenues and expenses during the reporting period. Uncertainties with respect to such estimates and assumptions are inherent in the preparation of the Company’s consolidated financial statements; accordingly, it is possible that the actual results could differ from these estimates and assumptions, which could have a material effect on the reported amounts of the Company’s consolidated financial position and results of operation.

     Operating results for the nine months ended September 30, 2009 are not necessarily indicative of the results that may be expected for the year ending December 31, 2009.

     Recognition of Sales. Sales are recognized when title, ownership and risk of loss pass to the buyer and collectability is reasonably assured. A provision for estimated sales returns from and allowances to customers is made in the same period as the related revenues are recognized, based on historical experience or the specific identification of an event necessitating a reserve.

     From time to time, in the ordinary course of business, the Company may enter into agreements with customers in which the Company, in return for a fee, agrees to: (i) reserve certain amounts of its existing production capacity to the customer or (ii) defer an existing customer purchase commitment into future periods and reserve certain amounts of its expected production capacity in those periods to the customer. These capacity reservation and deferral agreements may have terms exceeding one year in length.

     Certain of the capacity reservation and deferral agreements provide for periodic, such as quarterly or annual, billing for the duration of the contract. For capacity reservation agreements, the Company recognizes revenue ratably over the period of the capacity reservation. For commitment deferral agreements, the Company recognizes revenue upon the earlier occurrence of: (i) the related sale of product or (ii) the end of the commitment period. Accordingly, the Company may recognize revenue prior to billing reservation fees. At September 30, 2009 and December 31, 2008, the Company had $6.1 and $.1 of unbilled receivables, respectively, included within Trade receivables on the Company’s Consolidated Balance Sheets. In connection with other capacity reservation and commitment deferral agreements, the Company may collect funds from customers in advance of the periods for which the production capacity is reserved or commitment is deferred, in which event the recognition of revenue is deferred until such time as the fee is earned. Any unearned fees are included within Other accrued liabilities or Long-term liabilities, as appropriate, on the Company’s Consolidated Balance Sheets (see Note 6).

KAISER ALUMINUM CORPORATION AND SUBSIDIARY COMPANIES
NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

     Earnings per Share. ASC 260-10-45-60A defines unvested share-based payment awards that contain nonforfeitable rights to dividends or dividend equivalents (whether paid or unpaid) as participating securities and requires inclusion of such securities in the computation of earnings per share pursuant to the two-class method. On January 1, 2009, the Company adopted Financial Accounting Standards Board (“FASB”) Staff Position, Emerging Issues Task Force 03-6-1, “Determining Whether Instruments Granted in Share-based Payment Transactions are Participating Securities (“FSP EITF 03-6-1), subsequently codified as ASC 260-10-65-2, which mandates the application of the foregoing principles to all financial statements issued for fiscal years beginning after December 2008 and requires retrospective application. Upon adoption, the Company retrospectively adjusted its earnings per share data, resulting in a $.06 per share reduction in basic earnings per common share for the nine months ended September 30, 2008 and a $.02 per share reduction in diluted earnings per common share for the same period. The retrospective adjustments had no impact on previously reported basic or diluted earnings per share for the quarter ended September 30, 2008 (see Note 13).

     Basic earnings per share is computed by dividing distributed and undistributed earnings allocable to common shares by the weighted-average number of common shares outstanding during the applicable period. The shares owned by a voluntary employee beneficiary association (“VEBA”) for the benefit of certain union retirees, their surviving spouses and eligible dependents (the “Union VEBA”) that are subject to transfer restrictions, while treated in the Consolidated Balance Sheets as being similar to treasury stock (i.e., as a reduction in Stockholders’ equity), are included in the computation of basic shares outstanding in the Statements of Consolidated Income because such shares were irrevocably issued and have full dividend and voting rights. Diluted earnings per share is calculated as the more dilutive result of computing earnings per share under: (i) the treasury stock method or (ii) the two-class method (see Note 13).

     Stock-Based Compensation. Stock based compensation is provided to certain employees, directors and a director emeritus, and is accounted for at fair value, pursuant to the requirements of ASC 718. The Company measures the cost of services received in exchange for an award of equity instruments based on the grant-date fair value of the award and the number of awards expected to ultimately vest. The fair value of awards provided to the director emeritus is not material. The cost of an award is recognized as an expense over the period that the recipient provides service for the award. The Company has elected to amortize compensation expense for equity awards with graded vesting using the straight line method. The Company recognized compensation expense for the quarters ended September 30, 2009 and 2008 of $2.0 and $2.4, respectively, and for the nine months ended September 30, 2009 and 2008 of $7.3 and $7.5, respectively, in connection with vested awards and non-vested stock, restricted stock units and stock options (see Note 10).

     The Company grants performance shares to executive officers and other key employees. These awards are subject to performance requirements pertaining to the Company’s economic value added (“EVA”) performance, measured over a three year performance period. The EVA is a measure of the excess of the Company’s pretax operating income for a particular year over a pre-determined percentage of the net assets of the immediately preceding year, as defined in the 2008-2010 and 2009-2011 Long-Term Incentive (“LTI”) programs. The number of performance shares, if any, that will ultimately vest and result in the issuance of common shares depends on the average annual EVA achieved for the specified three year performance periods. The fair value of performance-based awards is measured based on the most probable outcome of the performance condition, which is estimated quarterly using the Company’s forecast and actual results. The Company expenses the fair value, after assuming an estimated forfeiture rate, over the specified three year performance periods on a ratable basis. The Company recognized compensation expense for the quarters ended September 30, 2009 and 2008 of $.2 and $.4, respectively, and for the nine months ended September 30, 2009 and 2008 of $1.0 and $1.1, respectively, in connection with the performance shares.

     Realization of Excess Tax Benefits. The Company follows the tax law ordering approach in assessing the realization of excess tax benefits related to stock-based awards. Under the tax law ordering approach, realization of excess tax benefits is determined based on the ordering provisions of the tax law. Current year deductions, which include the tax benefits from current year stock-based award activities, are used first before using the Company’s net operating loss (“NOL”) carryforwards from prior years. Under this method, Additional capital would be credited when an excess tax benefit is realized, creating an additional paid in capital pool, to absorb potential future tax deficiencies resulting from stock-based award activities. During the nine months ended September 30, 2009, the

KAISER ALUMINUM CORPORATION AND SUBSIDIARY COMPANIES
NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

Company recorded a reduction of $.1 to a previously recorded excess tax benefit. This adjustment was reflected as a reduction to Additional capital.

     Restructuring Costs and Other Charges. Restructuring costs and other charges include employee severance and benefit costs, impairment of owned equipment to be disposed of, and other costs associated with exit and disposal activities. The Company applies the provisions of ASC 420 to account for obligations arising from such activities. Severance and benefit costs incurred in connection with exit activities are recognized when the Company’s management with the proper level of authority has committed to a restructuring plan and communicated those actions to employees. For owned facilities and equipment, impairment losses recognized are based on the fair value less costs to sell, with fair value estimated based on existing market prices for similar assets. Other exit costs include costs to consolidate facilities or close facilities, terminate contractual commitments and relocate employees. A liability for such costs is recorded at its fair value in the period in which the liability is incurred. At each reporting date, the Company evaluates its accruals for exit costs and employee separation costs to ensure the accruals are still appropriate. During the quarter and nine months ended September 30, 2009, the Company recorded $.1 and $6.4, respectively, of restructuring costs and other charges relating to employee termination and other personnel costs, and contract termination and other facility-related activities, in connection with the Company’s closure of its Tulsa, Oklahoma extrusion facility, significant reduction of operations at its Bellwood, Virginia facility, and reduction of personnel in other locations (see Note 15).

     Restricted Cash. The Company is required to keep certain amounts on deposit relating to workers’ compensation, derivative contracts, letters of credit and other agreements. Such amounts totaled $18.7 and $36.8 at September 30, 2009 and December 31, 2008, respectively. Of the restricted cash balance, $.9 and $1.4 were considered short term and included in Prepaid expenses and other current assets on the Consolidated Balance Sheets at September 30, 2009 and December 31, 2008, respectively, and $17.8 and $35.4 were considered long term and included in Other assets on the Consolidated Balance Sheets at September 30, 2009 and December 31, 2008, respectively. Included in long-term restricted cash were zero and $17.2 of margin call deposits with the Company’s derivative counterparties at September 30, 2009 and December 31, 2008, respectively (see Note 6).

     Trade Receivables and Allowance for Doubtful Accounts. Trade receivables consist of amounts billed to customers for products sold. Accounts receivable are generally due within 30 days. For the majority of our receivables, the Company establishes an allowance for doubtful accounts based upon collection experience and other factors. On certain other receivables where the Company is aware of a specific customer’s inability or reluctance to pay, an allowance for doubtful accounts is established against amounts due to reduce the net receivable balance to the amount the Company reasonably expects to collect. However, if circumstances change, the Company’s estimate of the recoverability of accounts receivable could be different. Circumstances that could affect the Company’s estimates include, but are not limited to, customer credit issues and general economic conditions. Accounts are written off once deemed to be uncollectible.

     Inventories. Inventories are stated at the lower of cost or market value. Finished products, work in process and raw material inventories are stated on the last-in, first-out (“LIFO”) basis. Other inventories, principally operating supplies and repair and maintenance parts, are stated at average cost. Inventory costs consist of material, labor and manufacturing overhead, including depreciation. Abnormal costs, such as idle facility expenses, freight, handling costs and spoilage, are accounted for as current period charges. During the first quarter of 2009, the Company recorded an inventory write-down of $9.3 to reflect the market value as of March 31, 2009, in accordance with ASC 330-10-35, paragraphs 1-12 (see Note 2).

     Derivative Financial Instruments. Hedging transactions using derivative financial instruments are primarily designed to mitigate the Company’s exposure to changes in prices for certain of the products which the Company sells and consumes and, to a lesser extent, to mitigate the Company’s exposure to changes in foreign currency exchange rates and energy prices. The Company does not utilize derivative financial instruments for trading or other speculative purposes. The Company’s derivative activities are initiated within guidelines established by management and approved by the Company’s Board of Directors. Hedging transactions are executed centrally on behalf of all of the Company’s business segments to minimize transaction costs, monitor consolidated net exposures and allow for increased responsiveness to changes in market factors.

KAISER ALUMINUM CORPORATION AND SUBSIDIARY COMPANIES
NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

     The Company recognizes all derivative instruments as assets or liabilities in its balance sheet and measures those instruments at fair value by “marking-to-market” all of its hedging positions at each period-end (see Note 12). The Company does not meet the documentation requirements for hedge (deferral) accounting under ASC 815-20-25-3. Changes in the market value of the Company’s open derivative positions resulting from the mark-to-market process are reflected in Cost of products sold, excluding depreciation, amortization and other items.

     Concentration of credit risk. Financial arrangements which potentially subject the Company to concentrations of credit risk consist of metal, currency, natural gas derivative contracts and cash arrangements related to its cash equivalents. If the market value of the Company’s net derivative positions with the counterparty exceeds a specified threshold, if any, the counterparty is required to transfer cash collateral in excess of the threshold to the Company. Conversely, if the market value of the net derivative positions falls below a specified threshold, the Company is required to transfer cash collateral below the threshold to the counterparty. The Company is exposed to credit loss in the event of nonperformance by counterparties on derivative contracts used in hedging activities as well as failure of counterparties to return cash collateral previously transferred to the counterparties. The counterparties to the Company’s derivative contracts are major financial institutions and the Company has not experienced nonperformance by any of its counterparties.

     The Company, in accordance with its loan covenants, places its cash in money market funds with high credit quality financial institutions which invest primarily in commercial paper of prime quality, short term repurchase agreements, and U.S. government agency notes. The Company has not experienced losses on its temporary cash investments.

     Fair Value Measurement. The Company applies the provisions of ASC 820 in measuring the fair value of its derivative contracts. See Note 1 of the Company’s Annual Report on Form 10-K for the year ended December 31, 2008 for definitions of Level 1, 2 and 3 fair value measurements within the fair value hierarchy. The Company’s derivative contracts are valued at fair value using significant observable and unobservable inputs. Such financial instruments consist of primary aluminum, natural gas, and foreign currency contracts. The fair values of a majority of these derivative contracts are based upon trades in liquid markets. Valuation model inputs can generally be verified and valuation techniques do not involve significant judgment. The fair values of such financial instruments are generally classified within Level 2 of the fair value hierarchy.

     The Company has some derivative contracts that do not have observable market quotes. For these financial instruments, management uses significant other observable inputs (i.e., information concerning regional premiums for swaps). Where appropriate, valuations are adjusted for various factors, such as bid/offer spreads.

     The following table presents the Company’s assets and liabilities that are measured and recognized at fair value on a recurring basis classified under the appropriate level of the fair value hierarchy as of September 30, 2009:

		Level 1				Level 2				Level 3				Total
Derivative assets:
Aluminum swap contracts		$	—			$	2.4			$	—			$	2.4
Aluminum option contracts			—				13.5				—				13.5
Natural gas swap contracts			—				0.4				—				.4
Midwest premium swap contracts			—				—				.3				.3
Total		$	—			$	16.3			$	.3			$	16.6
Derivative liabilities:
Aluminum swap contracts		$	—			$	(21.9	)		$	—			$	(21.9	)
Aluminum option contracts			—				(5.7	)			—				(5.7	)
Pound Sterling forward contract			—				(.3	)			—				(.3	)
Natural gas swap contracts			—				(1.2	)			—				(1.2	)
Midwest premium swap contracts			—				—				(.3	)			(.3	)
Total		$	—			$	(29.1	)		$	(.3	)		$	(29.4	)

KAISER ALUMINUM CORPORATION AND SUBSIDIARY COMPANIES
NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

     Financial instruments classified as Level 3 in the fair value hierarchy represent derivative contracts in which management has used at least one significant unobservable input in the valuation model. The following table presents a reconciliation of activity for such derivative contracts on a net basis:

		Level 3
Balance at January 1, 2009:		$	(1.1	)
Total realized/unrealized losses included in:
Cost of goods sold excluding depreciation, amortization and other items			.8
Purchases, sales, issuances and settlements			.3
Transfers in and (or) out of Level 3			—
Balance at September 30, 2009		$	—
Total gains included in earnings attributable to the change in unrealized losses relating to derivative contracts still held at September 30, 2009:		$	.7

New Accounting Pronouncements

Recently adopted accounting pronouncements:

     Statement of Financial Accounting Standards No. 168, The FASB Accounting Standards Codification and the Hierarchy of Generally Accepted Accounting Principles (“SFAS No. 168”) was issued in June 2009. SFAS No. 168 establishes the ASC as the source of authoritative accounting principles recognized by the FASB to be applied by nongovernmental entities in the preparation of financial standards in conformity with US GAAP. Rules and interpretive releases of the SEC under authority of federal securities laws are also sources of authoritative US GAAP for SEC registrants. SFAS No. 168 became effective for financial statements issued by the Company for the quarter ended September 30, 2009. Upon adoption of SFAS No. 168, all then-existing non-SEC accounting and reporting standards were superseded, with the exception of certain promulgations listed in SFAS No. 168. The adoption of SFAS No. 168 had no effect on the Company’s consolidated financial statements, other than requisite updates to applicable references to US GAAP, which now cite the ASC.

Recently issued accounting pronouncements not yet adopted:

     As of the filing of this Report, the Company is not aware of any issued but not yet adopted accounting pronouncements that, when adopted, are expected to have a material impact on the Company’s financial statements.

2. Inventories

     Inventories are stated at the lower of cost or market value. For the Fabricated Products segment, finished products, work in process and raw material inventories are stated on a LIFO basis and other inventories, principally operating supplies and repair and maintenance parts, are stated at average cost. All inventories in the Primary Aluminum segment are stated on the first-in, first-out (“FIFO”) basis. Inventory costs consist of material, labor and manufacturing overhead, including depreciation. Abnormal costs, such as idle facility expenses, freight, handling costs and spoilage, are accounted for as current period charges.

     Inventories consist of the following:

		September 30,				December 31,
		2009				2008
Fabricated Products segment —
Finished products		$	40.3			$	52.7
Work in process			48.5				57.5
Raw materials			23.4				48.1
Operating supplies and repairs and maintenance parts			13.3				13.2
			125.5				171.5
Primary Aluminum segment —
Primary aluminum			.1				.8
		$	125.6			$	172.3

KAISER ALUMINUM CORPORATION AND SUBSIDIARY COMPANIES
NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

     The Company recorded net non-cash LIFO (charges) benefits of approximately $(6.9) and $6.3 during the quarter and nine months ended September 30, 2009, respectively. The Company recorded net non-cash LIFO charges of approximately $.7 and $31.3 during the quarter and nine months ended September 30, 2008, respectively. These amounts are primarily a result of changes in metal prices and changes in inventory volumes.

     With the inevitable ebb and flow of business cycles, non-cash LIFO benefits (charges) will result when inventory levels and metal prices fluctuate. Further, lower of cost or market adjustments can occur when metal prices decline and margins compress. At December 31, 2008, due to the decline in the London Metal Exchange (“LME) price of primary aluminum, the Company recorded a $65.5 lower of cost or market inventory write-down to reflect inventory at market value. During the first three months of 2009, the Company recorded an additional lower of cost or market inventory write-down of $9.3 due to the continued decline in the LME price of primary aluminum. There were no additional lower of cost or market inventory write-downs during the nine months ended September 30, 2009 or 2008.

3. Investment In and Advances To Unconsolidated Affiliate

     The Company has a 49%, non-controlling ownership interest in Anglesey, which operated as an aluminum smelter until September 30, 2009 and commenced remelt and casting of secondary aluminum products in the fourth quarter of 2009.

     Prior to the quarter ended September 30, 2009, the Company accounted for its 49% ownership in Anglesey using the equity method, under which the Company’s equity in income or loss before income taxes of Anglesey was treated as a reduction or increase in cost of products sold. The income tax effects of the Company’s equity in income or loss was included in the Company’s income tax provision.

     For the quarter ended September 30, 2009, Anglesey incurred a significant net loss, primarily as the result of recording charges for employee redundancy costs in connection with the cessation of its smelting operations. As a result of such loss and as the Company did not and is not obligated to (i) advance any funds to Anglesey, (ii) guarantee any obligations of Anglesey, or (iii) make any commitments to provide any financial support for Anglesey, the Company suspended the use of equity method of accounting with respect to its ownership in Anglesey during the quarter ended September 30, 2009. Accordingly, the Company did not recognize its share of Anglesey’s net loss for the quarter ended September 30, 2009, pursuant to ASC 323-10-35. The Company does not anticipate resuming the use of the equity method of accounting with respect to its investment in Anglesey unless its share of any future net income of Anglesey equals or is greater than the Company’s share of net losses not recognized during any periods for which the equity method was suspended. As of the date of filing of this Report, the Company does not anticipate the occurrence of such event during the next 12 months.

     The following table shows a summary of Anglesey’s selected operating results for the quarters and nine month periods ended September 30, 2009 and 2008:

		Quarter								Nine Months
		Ended September 30,								Ended September 30,
		2009				2008				2009				2008
Net sales		$	60.1			$	66.3			$	180.1			$	244.5
Gross (loss) profit		$	(125.8	)		$	(13.1	)		$	(122.8	)		$	4.6
Net (loss) income		$	(90.8	)		$	(11.2	)		$	(86.7	)		$	.9
Company’s equity (loss) income (1)		$	—			$	(6.9	)		$	—			$	1.4

KAISER ALUMINUM CORPORATION AND SUBSIDIARY COMPANIES
NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

For the quarter and nine months ended September 30, 2008, the Company’s equity income differs from 49% of the summary net income (loss) from Anglesey primarily due to (i) share based compensation adjustments of $(2.0) and $(.6), respectively, relating to Anglesey’s separate reimbursement agreement with its parent (“Rio Tinto”) under Anglesey’s share based award arrangement, and (ii) US GAAP adjustment relating to Anglesey’s CAROs (defined below in Note 4) in the amount of $(.3) and $(1.0), respectively.

     At December 31, 2008, receivables from Anglesey were $11.8, all of which were received during the first quarter. No amounts were due from Anglesey at September 30, 2009. At September 30, 2009 and December 31, 2008, payables to Anglesey were $21.5 and $27.5, respectively.

     Through the quarter ended September 30, 2009, Anglesey operated under a power agreement that provided sufficient power to sustain its aluminum reduction operations at near-full capacity. As the Company previously announced, the power agreement expired at the end of September 2009. Despite Anglesey’s efforts to find a sustainable alternative to its power supply needs, no sources of power were identified to allow for the uninterrupted continuation of smelting operations beyond the power contract expiration date. Accordingly, Anglesey fully curtailed its smelting operations as of September 30, 2009. Upon termination of smelting operations, Anglesey commenced remelt and casting operations in the fourth quarter of 2009, producing secondary aluminum billet.

     The Company fully impaired its investment in Anglesey in the fourth quarter of 2008, concluding that it should not expect to receive any dividends from Anglesey in the foreseeable future. This determination was made taking into account Anglesey’s full curtailment of its smelting operations, which the Company had anticipated as a likely possibility, due to its inability to obtain affordable power, the cash requirements for redundancy and pension payments, and the uncertainty with respect to the future of its operations. For the first half of 2009, based upon the Company’s continued assessment of the facts and circumstances, the Company recorded additional impairment charges of $1.8 relating to its investment in Anglesey, such that the Company’s investment balance remained at zero.

     In June, 2008, Anglesey suffered a significant failure in the rectifier yard that resulted in a localized fire in one of the power transformers. As a result of the fire, Anglesey operated below its production capacity during the latter half of 2008 until normal production resumed in December 2008 and incurred incremental costs, primarily associated with repair and maintenance costs, as well as loss of margin due to the outage. Anglesey has property damage and business interruption insurance that is expected to recover financial losses (net of applicable deductibles). Anglesey received a partial insurance settlement payment of $20.0 in December 2008 of which $10.0 was recorded as the Company’s equity income. During the first quarter of 2009, Anglesey received another partial insurance settlement of $8.2, 49% of which (or $4.0) was recorded as the Company’s equity income. The Company fully impaired the value of its share of the insurance proceeds received by Anglesey in 2008 and during the first quarter of 2009 as reflected in the Company’s equity income, because the Company does not expect to receive any such proceeds through the distribution of dividends. Anglesey did not receive any insurance settlements during the second or third quarters of 2009, and the timing and amount of any remaining insurance recovery are uncertain. The Company currently anticipates that it would not receive any portion of any remaining Anglesey insurance recoveries, in the form of potential dividends by Anglesey, relating to the fire.

4. Conditional Asset Retirement Obligations

     The Company has conditional asset retirement obligations (“CAROs”) at several of its fabricated products facilities. The vast majority of such CAROs consist of incremental costs that would be associated with the removal and disposal of asbestos (all of which is believed to be fully contained and encapsulated within walls, floors, ceilings, or piping) at certain of the older plants if such plants were to undergo major renovation or be demolished. No plans currently exist for any such renovation or demolition of such facilities and the Company’s current assessment is that the most probable scenarios are that no material CARO will be triggered for 20 or more years.

     The Company’s estimates and judgments that affect the probability weighted estimated future contingent cost amounts did not change during the nine months ended September 30, 2009. For the nine months ended September

KAISER ALUMINUM CORPORATION AND SUBSIDIARY COMPANIES
NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

30, 2008, there was a revision to the estimated timing for certain future contingent costs (recorded during the quarter ended June 30, 2008) that resulted in a $.1 charge to net income in that period. The Company’s results for the quarters ended September 30, 2009 and 2008 each reflect an accretion of the estimated liability of $.1 (recorded in Cost of products sold). In addition, the Company’s results for the nine months ended September 30, 2009 and 2008 each reflect an accretion of the estimated liability of $.2 (recorded in Cost of products sold). The estimated fair value of the CAROs at September 30, 2009 was $3.4.

     Anglesey also recorded CAROs of approximately $24.0 in its financial statements in prior years. The time period over which the fair value of CAROs is estimated under United Kingdom generally accepted accounting principles (“UK GAAP”) treatment applied by Anglesey is different from the time period over which the fair value of CAROs is estimated under the principles of ASC 410-20. As such, the resulting accretion expenses are different under UK GAAP and US GAAP. For the first six months of 2009, the Company adjusted its equity in earnings of Anglesey to reflect the impact of applying U.S. GAAP with respect to the Anglesey CAROs by $.6. For the quarter ended September 30, 2009, the Company recorded no CARO accretion expense relating to Anglesey, as the result of suspending the equity method of accounting in that quarter (see Note 3). The Company adjusted its equity in earnings of Anglesey to reflect the impact of applying US GAAP with respect to the Anglesey CAROs by $.3 for the quarter ended September 30, 2008, and by $1.0 for the nine months ended September 30, 2008.

     For purposes of the Company’s fair value estimates with respect to the CAROs, a credit adjusted risk free rate of 7.5% was used.

5. Property, Plant, and Equipment

     The major classes of property, plant, and equipment are as follows:

		September 30,				December 31,
		2009				2008
Land and improvements		$	23.6			$	22.8
Buildings			31.8				29.6
Machinery and equipment			243.3				211.0
Construction in progress			75.3				63.3
			374.0				326.7
Accumulated depreciation			(42.0	)			(30.0	)
Property, plant, and equipment, net		$	332.0			$	296.7

     The major components of Construction in progress were as follows:

		September 30,				December 31,
		2009				2008
Kalamazoo, Michigan facility (1)		$	61.4			$	23.0
Spokane, Washington facility (2)			1.6				19.3
Other (3)			12.3				21.0
Total Construction in progress		$	75.3			$	63.3

As discussed in Note 15, the Company impaired certain assets in connection with the restructuring plans to shut down the Tulsa, Oklahoma facility and curtail operations at the Bellwood, Virginia location.

For the quarter and nine months ended September 30, 2009, the Company recorded depreciation expense of $3.9 and $12.2, respectively, relating to the Company’s operating facilities in its Fabricated Products segment. For the quarter and nine months ended September 30, 2008, the Company recorded depreciation expense of $3.6 and $10.8,

KAISER ALUMINUM CORPORATION AND SUBSIDIARY COMPANIES
NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

respectively, relating to the Company’s operating facilities in its Fabricated Products segment. An immaterial amount of depreciation expense was also recorded in the Company’s Corporate segment for all such periods.

6. Supplemental Balance Sheet Information

     Trade Receivables. Trade receivables were comprised of the following:

		September 30,				December 31,
		2009				2008
Billed trade receivables		$	75.8			$	99.2
Unbilled trade receivables (Note 1)			6.1				.1
			81.9				99.3
Allowance for doubtful receivables			(.8	)			(.8	)
		$	81.1			$	98.5

     Prepaid Expenses and Other Current Assets. Prepaid expenses and other current assets were comprised of the following:

		September 30,				December 31,
		2009				2008
Current derivative assets (Note 12)		$	.6			$	32.2
Current deferred tax assets			83.9				84.1
Option premiums paid			5.1				5.3
Short term restricted cash			.9				1.4
Prepaid expenses			2.5				5.4
Total		$	93.0			$	128.4

     Other Assets. Other assets were comprised of the following:

		September 30,				December 31,
		2009				2008
Derivative assets (Note 12)		$	8.6			$	5.2
Option premiums paid			2.3				4.6
Restricted cash			17.8				35.4
Long term income tax receivables			2.7				4.4
Other			1.6				.9
Total		$	33.0			$	50.5

     Other Accrued Liabilities. Other accrued liabilities were comprised of the following:

		September 30,				December 31,
		2009				2008
Current derivative liabilities (Note 12)		$	20.1			$	79.0
Current portion of income tax liabilities			1.0				11.8
Accrued income taxes payable and other taxes payable			2.7				1.8
Accrued book overdraft — see below			—				4.0
Accrued annual VEBA contribution			—				4.9
Accrued freight			1.7				2.1
Environmental accrual			2.3				3.3
Other			5.0				7.0
Total		$	32.8			$	113.9

     The accrued book overdraft balance at September 30, 2009 and December 31, 2008 represents uncleared cash disbursements.

     Long-term Liabilities. Long-term liabilities were comprised of the following:

		September 30,				December 31,
		2009				2008
Derivative liabilities (Note 12)		$	9.3			$	27.9

KAISER ALUMINUM CORPORATION AND SUBSIDIARY COMPANIES
NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

		September 30,				December 31,
		2009				2008
Income tax liabilities			12.3				10.0
Workers’ compensation accruals			16.0				15.9
Environmental accruals			6.2				6.3
Asset retirement obligations			3.5				3.3
Other long term liabilities			1.6				1.9
Total		$	48.9			$	65.3

7. Secured Debt and Credit Facilities

     Secured credit facility and long term debt consisted of the following:

		September 30,				December 31,
		2009				2008
Revolving Credit Facility		$	—			$	36.0
Other			7.1				7.0
Total			7.1				43.0
Less — Current portion			—				—
Long-term debt		$	7.1			$	43.0

     Revolving Credit Facility. At September 30, 2009, the Company had in place a Senior Secured Revolving Credit Agreement with a group of lenders providing for a $265.0 revolving credit facility (the “Revolving Credit Facility”), of which up to a maximum of $60.0 may be utilized for letters of credit. Under the Revolving Credit Facility, the Company is able to borrow (or obtain letters of credit) from time to time in an aggregate amount equal to the lesser of a stated amount of $265.0 or a borrowing base comprised of eligible accounts receivable, eligible inventory, and certain eligible machinery, equipment, and real estate, reduced by certain reserves, all as specified in the Revolving Credit Facility. The Revolving Credit Facility matures in July 2011, at which time all principal amounts outstanding thereunder will be due and payable. Borrowings under the Revolving Credit Facility bear interest at a rate equal to either a base prime rate or LIBOR, at the Company’s option, plus a specified variable percentage determined by reference to the then remaining borrowing availability under the Revolving Credit Facility. The Revolving Credit Facility may, subject to certain conditions and the agreement of lenders thereunder, be increased to up to $275.0 at the request of the Company.

     Amounts owed under the Revolving Credit Facility may be accelerated upon the occurrence of various events of default including, without limitation, the failure to make principal or interest payments when due and breaches of covenants, representations, and warranties. The Revolving Credit Facility is secured by a first priority lien on substantially all of the assets of the Company and certain of its domestic operating subsidiaries that are also borrowers thereunder. The Revolving Credit Facility places restrictions on the ability of the Company and certain of its subsidiaries to, among other things, incur debt, create liens, make investments, pay dividends, repurchase shares, sell assets, undertake transactions with affiliates, and enter into unrelated lines of business. At September 30, 2009, the Company was in compliance with all covenants contained in the Revolving Credit Facility.

     At September 30, 2009, based on the borrowing base determination in effect as of that date, the Company had $166.6 available for borrowing and letters of credit under the Revolving Credit Facility, of which $10.0 supports outstanding letters of credit, leaving $156.6 available for additional borrowing and letters of credit. There were no borrowings under the Revolving Credit Facility at September 30, 2009, but the interest rate applicable to any borrowings under Revolving Credit Facility would have been 4.75% at September 30, 2009.

     Other. As of September 30, 2009, the Company had a promissory note obligation (the “Note”) in the amount of $7.0 in connection with the purchase of real property of the Los Angeles, California facility. Interest is payable on the unpaid principal balance of the Note monthly in arrears at the prime rate, as defined in the Note, plus 1.5%, in no event exceeding 10% per annum. A principal payment of $3.5 will be due on February 1, 2012 and the remaining $3.5 will be due on February 1, 2013. The Note is secured by a deed of trust on the property. For the nine months ended September 30, 2009, the Company incurred $.3 in interest expense relating to the Note. The interest rate applicable to borrowings under the Note was 4.75% at September 30, 2009.

8. Income Tax Matters

KAISER ALUMINUM CORPORATION AND SUBSIDIARY COMPANIES
NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

     Tax Benefit (Provision). The benefit (provision) for income taxes for the quarters and nine month periods ended September 30, 2009 and 2008 consisted of:

		Quarter								Nine Months
		Ended September 30,								Ended September 30,
		2009				2008				2009				2008
Domestic		$	(18.4	)		$	13.6			$	(37.4	)		$	(25.2	)
Foreign			(1.1	)			1.3				(.4	)			(4.8	)
Total		$	(19.5	)		$	14.9			$	(37.8	)		$	(30.0	)

The income tax provision for the nine months ended September 30, 2009 was $37.8, or an effective tax rate of 44.9%. The difference between the effective tax rate and the projected blended statutory tax rate was primarily related to the impact of a non-deductible compensation expense, resulting in an increase to the income tax rate of approximately 4.6%.

     Deferred Income Taxes. Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes.

     At December 31, 2008, the Company had $879 of net operating loss (“NOL”) carryforwards available to reduce future cash payments for income taxes in the United States. Such NOL carryforwards expire periodically through 2027. The Company also had $32.1 of other tax attributes, including $31.7 of alternative minimum tax (“AMT”) credit carryforwards with an indefinite life, available to offset regular federal income tax requirements. The remaining tax attributes are general business credits that will expire periodically through 2011.

     In assessing the realizability of deferred tax assets, management considers whether it is “more likely than not” that some portion or all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible. Management considers taxable income in carryback years, the scheduled reversal of deferred tax liabilities, tax planning strategies and projected future taxable income in making this assessment. As of December 31, 2008, due to uncertainties surrounding the realization of some of the Company’s deferred tax assets including state NOLs sustained during the prior years and expiring tax benefits, the Company has a valuation allowance of $29.5 against its deferred tax assets. When recognized, the tax benefits relating to any reversal of the valuation allowance will be recorded as a reduction of income tax expense pursuant to ASC 852-740-45.

     Foreign taxes primarily represent Canadian income taxes in connection with the operations of the Company’s London, Ontario facility and United Kingdom income taxes in connection with the operations related to the Company’s ownership in Anglesey. The provision for income tax is based on the projected rate for each applicable period.

     Other. The Company and its subsidiaries file income tax returns in the U.S. federal jurisdiction and various states and foreign jurisdictions. The Canada Revenue Agency audited and issued assessment notices for 1998 through 2001 for which Notices of Objection have been filed. In addition, the Canada Revenue Agency has audited and issued assessment notices for 2002 through 2004, of which $7.9 has been paid to the Canada Revenue Agency against previously accrued tax reserves in the third quarter of 2009. There is an additional Canadian Provincial income tax assessment of $1.0 for the 2002 through 2004 income tax audit that is anticipated to be paid against previously accrued tax reserves in the fourth quarter of 2009. Certain past years are still subject to examination by taxing authorities, and the use of NOL carryforwards in future periods could trigger a review of attributes and other tax matters in years that are not otherwise subject to examination.

     No U.S. federal or state liability has been recorded for the undistributed earnings of the Company’s Canadian subsidiary at December 31, 2008. These undistributed earnings are considered to be indefinitely reinvested. Accordingly, no provision for U.S. federal and state income taxes or foreign withholding taxes has been provided on such undistributed earnings. Determination of the potential amount of unrecognized deferred U.S. income tax liability and foreign withholding taxes is not practicable because of the complexities associated with its hypothetical calculation.

KAISER ALUMINUM CORPORATION AND SUBSIDIARY COMPANIES
NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

     The Company had gross unrecognized tax benefits of $14.6 and $15.8 at September 30, 2009 and December 31, 2008, respectively. The change during the quarter and nine months ended September 30, 2009 was primarily due to currency fluctuations and the settlement of a Canada Revenue Agency income tax audit for the tax years 2002 through 2004. The Company recognizes interest and penalties related to these unrecognized tax benefits in the income tax provision. The Company had approximately $5.7 and $9.4 accrued at September 30, 2009 and December 31, 2008, respectively, for interest and penalties. Of the $9.4 of total interest and penalties at December 31, 2008, $5.2 is included in current liabilities and $4.2 is included in Long-term liabilities in the Consolidated Balance Sheet. Of the $5.7 of total interest and penalties at September 30, 2009, $.3 is included in current liabilities and $5.4 is included in Long-term liabilities in the Consolidated Balance Sheet. During the quarter and nine months ended September 30, 2009, the Company reduced its liability for interest and penalties by approximately $2.5 and $3.7, respectively, predominantly due to the settlement of a Canada Revenue Agency income tax audit for tax years 2002 through 2004. During the nine months ended September 30, 2009, the foreign currency impact on gross unrecognized tax benefits, interest and penalties resulted in a $2.0 currency translation adjustment that was recorded in Accumulated other comprehensive income, of which $1.6 related to gross unrecognized tax benefits and $.4 related to accrued interest and penalties. The Company expects its gross unrecognized tax benefits to be reduced by $.7 within the next twelve months in connection with a Canadian income tax audit.

9. Employee Benefits

     Pension and Similar Plans. Pensions and similar plans include:

	•		Monthly contributions of one dollar per hour worked by each bargaining unit employee to the appropriate multi-employer pension plans sponsored by the United Steelworkers, International Brotherhood of Teamsters, and International Association of Machinists at certain of our production facilities. The Company currently estimates that contributions will range from $2 to $4 per year.
	•		A defined contribution 401(k) savings plan for hourly bargaining unit employees at five of the Company’s production facilities. The Company is required to make contributions to this plan for active bargaining unit employees at four of these production facilities ranging from (in whole dollars) $800 to $2,400 per employee per year, depending on the employee’s age. The Company currently estimates that contributions to such plans will range from $1 to $3 per year.
	•		A defined benefit plan for our salaried employees at the Company’s facility in London, Ontario with annual contributions based on each salaried employee’s age and years of service. At December 31, 2008, approximately 53% of the plan assets were invested in equity securities, 40% of plan assets were invested in debt securities and the remaining plan assets were invested in short term securities. The Company’s investment committee reviews and evaluates the investments portfolio. The asset mix target allocation on the long term investments is approximately 60% in equity securities and 36% in debt securities with the remaining assets in short term securities.
	•		A defined contribution savings plan for salaried and certain hourly employees providing for a concurrent match up to 4% of certain contributions made by employees plus an annual contribution of between 2% and 10% of their compensation depending on their age and years of service. All new hires after January 1, 2004 receive a fixed 2% contribution annually. The Company currently estimates that the contributions to such plan will range from $4 to $6 per year.
	•		A non-qualified defined contribution plan for key employees who would otherwise suffer a loss of benefits under the Company’s defined contribution plan as a result of the limitations imposed by the Internal Revenue Code.

     Postretirement Medical Obligations. As a part of the Company’s reorganization efforts, the Company’s postretirement medical plan was terminated in 2004. Participants were given the option of coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”), with the Company’s filing of its plan of reorganization as the qualifying event, or participation in the applicable VEBA (the Union VEBA) or the VEBA that provides benefits for certain other eligible retirees and their surviving spouse and eligible dependents (the “Salaried VEBA”)). Qualifying bargaining unit employees who do not, or are not eligible to, elect COBRA coverage are covered by the Union VEBA. The Salaried VEBA covers all other retirees including employees who retired prior to the 2004 termination of the prior plan or who retire with the required age and service requirements so long as their

KAISER ALUMINUM CORPORATION AND SUBSIDIARY COMPANIES
NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

employment commenced prior to February 2002. The benefits paid by the VEBAs are at the sole discretion of the respective VEBA trustees and are outside the Company’s control.

     As of the date of filing of this Report, the Company’s only obligation to the Union VEBA and the Salaried VEBA is an annual variable cash contribution which, with respect to the Union VEBA terminates for periods beginning after December 31, 2012. The amount to be contributed to the VEBAs through 2012 is 10% of the first $20.0 of annual cash flow (as defined; in general terms, the principal elements of cash flow are earnings before interest expense, provision for income taxes, and depreciation and amortization less cash payments for, among other things, interest, income taxes and capital expenditures), plus 20% of annual cash flow, as defined, in excess of $20.0. Such annual payments may not exceed $20.0 and are also limited (with no carryover to future years) to the extent that the payments would cause the Company’s liquidity to be less than $50.0. Such amounts are determined on an annual basis and payable within 120 days following the end of each fiscal year, or within 15 days following the date on which the Company files its Annual Report on Form 10-K with the SEC (or, if no such report is required to be filed, within 15 days of the delivery of the independent auditor’s opinion of the Company’s annual financial statements), whichever is earlier. At December 31, 2008, the Company had preliminarily determined that $4.2 and $.7 were owed to the Union VEBA and the Salaried VEBA, respectively, under the contribution obligation, which amounts were recorded in Other accrued liabilities in the Company’s Consolidated Balance Sheets with a corresponding increase/decrease in Net asset/liability in respect of VEBA. In March 2009, these amounts were paid to the VEBAs following the final determination of the contribution obligation. In addition, the Company is obligated to pay one-half of the administrative expenses of the Union VEBA, up to $.3, in each successive calendar year. During 2008, the Company paid $.1 in administrative expenses of the Union VEBA. No administrative expenses of the Union VEBA were paid for the nine months ended September 30, 2009. As of September 30, 2009, the Union VEBA owns approximately 24% of the Company’s outstanding common stock.

     For accounting purposes, after discussions with the staff of the SEC, the Company treats the postretirement medical benefits to be paid by the VEBAs and the Company’s related annual variable contribution obligations as defined benefit postretirement plans with the current VEBA assets and future variable contributions described above, and earnings thereon, operating as a cap on the benefits to be paid. While the Company’s only obligation to the VEBAs is to pay the annual variable contribution amount and the Company has no control over the plan assets, the Company nonetheless accounts for net periodic postretirement benefit costs in accordance with ASC 715-60, and records any difference between the assets of each VEBA and its accumulated postretirement benefit obligation in the Company’s financial statements.

KAISER ALUMINUM CORPORATION AND SUBSIDIARY COMPANIES
NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

     Components of Net Periodic Benefit Cost and Cash Flow and Charges. The following tables present the components of net periodic benefit cost for the quarters and nine month periods ended September 30, 2009 and 2008:

		Quarter								Nine Months
		Ended September 30,								Ended September 30,
		2009				2008				2009				2008
VEBAs:
Service cost		$	.6			$	.4			$	1.7			$	1.3
Interest cost			4.6				4.3				14.0				12.8
Expected return on plan assets			(5.2	)			(5.2	)			(15.7	)			(15.5	)
Amortization of prior service cost			.4				.2				1.2				.6
Amortization of net loss			.9				.1				2.8				.3
			1.3				(.2	)			4.0				(.5	)
Defined contribution plans			2.3				2.6				7.5				8.6
		$	3.6			$	2.4			$	11.5			$	8.1

     The following tables present the allocation of these charges:

		Quarter								Nine Months
		Ended September 30,								Ended September 30,
		2009				2008				2009				2008
Fabricated Products segment		$	2.2			$	2.3			$	6.6			$	7.5
Corporate and Other segment			1.4				.1				4.9				.6
		$	3.6			$	2.4			$	11.5			$	8.1

     For all periods presented, substantially all of the Fabricated Products segment’s related charges are in Cost of products sold, excluding depreciation, amortization and other items, with the balance being in Selling, administrative, research and development and general expense.

     See Note 10 of Notes to Consolidated Financial Statements included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2008 for key assumptions used with respect to the Company’s pension and similar plans, and key assumptions made in computing the net obligation of each VEBA.

10. Employee Incentive Plans

  Short term incentive plans

     The Company has a short term incentive compensation plan for senior management and certain salaried employees payable at the Company’s election in cash, non-restricted shares of common stock, or a combination of cash and non-restricted shares. Amounts earned under the plan are based primarily on EVA of the Company’s core Fabricated Products business, adjusted for certain safety and performance factors. Most of the Company’s production facilities have similar programs for both hourly and salaried employees.

  Long term incentive plans

     General. On July 6, 2006, the 2006 Equity and Performance Incentive Plan (as amended, the “Equity Incentive Plan”) became effective. Officers and other key employees of the Company or one or more of its subsidiaries, as well as directors and directors emeritus of the Company, are eligible to participate in the Equity Incentive Plan. The Equity Incentive Plan permits the granting of awards in the form of options to purchase common shares, stock appreciation rights, shares of non-vested and vested stock, restricted stock units, performance shares, performance units and other awards. The Equity Incentive Plan will expire on July 6, 2016. No grants will be made after that date, but all grants made on or prior to that date will continue in effect thereafter subject to the terms thereof and of the Equity Incentive Plan. The Company’s Board of Directors may, in its discretion, terminate the Equity Incentive Plan at any time. The termination of the Equity Incentive Plan will not affect the rights of participants or their successors under any awards outstanding and not exercised in full on the date of termination. In December 2008, the Company amended the Equity Incentive Plan to include a new French sub-plan in order to issue restricted stock units to eligible employees of the Company’s French subsidiary. Under the French sub-plan, the restriction period on the

KAISER ALUMINUM CORPORATION AND SUBSIDIARY COMPANIES
NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

restricted stock units cannot be shorter than two years from the date of grant and the holder of such restricted stock units is not entitled to dividend equivalent payments in the event that the Company declares dividends on shares of its common stock. In June 2009, the Company amended the Equity Incentive Plan to clarify and confirm that directors emeritus are permitted to participate in the Equity Incentive Plan.

     Subject to certain adjustments that may be required from time to time to prevent dilution or enlargement of the rights of participants under the Equity Incentive Plan, upon its effectiveness, 2,222,222 common shares were reserved for issuance under the Equity Incentive Plan. At September 30, 2009, 815,357 common shares were available for additional awards under the Equity Incentive Plan.

     Compensation charges, all of which are included in Selling, administrative, research and development and general expenses, related to the Equity Incentive Plan for the quarters and nine month periods ended September 30, 2009 and 2008 were as follows:

		Quarter								Nine Months
		Ended September 30,								Ended September 30,
		2009				2008				2009				2008
Service-based vested and non-vested common shares and restricted stock units		$	1.9			$	2.3			$	7.1			$	7.3
Performance shares			.2				.4				1.0				1.1
Service-based stock options			.1				.1				.2				.2
Total compensation charge		$	2.2			$	2.8			$	8.3			$	8.6

     Non-vested Common Shares, Restricted Stock Units, and Performance Shares. In March 2009, the Company granted 180,696 non-vested common shares, 5,181 restricted stock units and 455,880 performance shares to executive officers and other key employees. The performance shares were granted under the 2009 — 2011 LTI Program.

     During the quarter ended June 30, 2009, the Company granted 1,778 non-vested common shares and 4,318 performance shares to a member of the senior management. In addition, the Company granted 13,920 non-vested common shares to its non-employee directors and issued an additional 3,734 common shares to non-employee directors who elected to receive shares of common stock in lieu of all or a portion of their annual cash retainers. The Company also granted 435 non-vested common shares to its director emeritus.

     The non-vested common shares granted to executive officers and other members of senior management during the quarters ended March 31, 2009 and June 30, 2009 are subject to a vesting requirement that lapses in March 2012. The non-vested common shares granted to other key employees in March 2009 vest one-third on each of the first, second and third anniversaries of the grant date. The non-vested common shares granted to directors and a director emeritus in June 2009 are subject to a vesting requirement that lapses on June 2, 2010. The total grant date fair value of the non-vested shares issued, after assuming a forfeiture rate, is being amortized to expense over the various vesting period on a ratable basis.

     With the exception of restricted stock units granted under the French sub-plan, restricted stock units have rights similar to the rights of non-vested common shares and vest one third on each of the first, second and third anniversaries of the grant date. The employee will receive one common share for each restricted stock unit upon the vesting of the restricted stock unit. Restricted stock units granted under the French sub-plan vest two-thirds on the second anniversary of the grant date and one third on the third anniversary of the grant date. The grant date fair value of the restricted stock units issued, after assuming a forfeiture rate, is being amortized to expense over the vesting period on a ratable basis.

     The performance shares, granted in March 2009 and May 2009, are subject to performance requirements pertaining to the Company’s average annual EVA measured over a three year performance period, 2009 through 2011. EVA is a measure of the Company’s pretax operating income for a particular year over a pre-determined percentage of net assets of the immediately preceding year, as defined in the 2009 — 2011 LTI Program. The number of performance shares, if any, that will ultimately vest and result in the issuance of common shares in 2012 will depend on the average annual EVA achieved during the three year performance period. The Company accounts for these awards at fair value. The total fair value to be recognized as compensation expense has been estimated

KAISER ALUMINUM CORPORATION AND SUBSIDIARY COMPANIES
NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

based on the most probable outcome of the performance condition which is evaluated quarterly using the Company’s forecast and actual results. The total fair value, based on the Company’s best estimate as of September 30, 2009, after assuming an estimated forfeiture rate, is being amortized to expense over the requisite service period of three years on a ratable basis.

     The fair value of the non-vested common shares, restricted stock units, and performance shares was determined based on the closing trading price of the common shares on the grant date. A summary of the activity with respect to non-vested common shares and restricted stock units for the nine months ended September 30, 2009 is as follows:

		Non-Vested								Restricted
		Common Shares								Stock Units
						Weighted-								Weighted-
						Average								Average
						Grant-Date								Grant-Date
						Fair Value								Fair Value
		Shares				per Share				Units				per Unit
Outstanding at January 1, 2009			553,712			$	47.79				2,969			$	36.05
Granted			196,829				15.57				5,181				13.92
Vested			(490,721	)			42.88				(622	)			68.60
Forfeited			(5,668	)			25.08				—				—
Outstanding at September 30, 2009			254,152			$	32.75				7,528			$	18.13

     A summary of the activity with respect to the performance shares for the nine months ended September 30, 2009 is as follows:

		Performance Shares
						Weighted-
						Average
						Grant-Date
						Fair Value
		Shares				per Share
Outstanding at January 1, 2009			89,951			$	74.40
Granted			460,198				14.06
Vested			(20,467	)			24.83
Forfeited			(21,468	)			27.15
Outstanding at September 30, 2009			508,214			$	23.75

For the nine months ended September 30, 2008, 52,551 non-vested common shares were granted to employees and non-employee directors at the weighted-average grant date fair value per share of $71.79. Additionally, 702 shares of restricted stock units and 101,586 performance shares were granted to employees during this period at the weighted-average grant date fair value per share of $74.82 and $74.45, respectively. 37,249 non-vested common shares and 1,652 restricted stock units vested during the nine months ended September 30, 2008.

     As of September 30, 2009, there was $4.4 of unrecognized gross compensation cost related to the non-vested common shares and the restricted stock units and $1.5 of gross unrecognized gross compensation cost related to the performance shares. The cost related to the non-vested common shares and the restricted stock units is expected to be recognized over a weighted-average period of approximately 1.7 years and the cost related to the performance shares is expected to be recognized over a weighted-average period of 2.2 years.

     Stock Options. As of September 30, 2009, the Company had 22,077 outstanding options for executives and other key employees to purchase its common shares. The options were granted on April 3, 2007 and have a contractual life of ten years. The options vested one-third on April 3, 2008 and one-third on April 3, 2009, and will vest one-third on the third anniversary of the grant date. The weighted-average fair value of the options granted was $39.90 (see Note 11 of Notes to Consolidated Financial Statements included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2008 for key assumptions used in the Black Scholes pricing model). No new options were granted during the nine months ended September 30, 2009.

KAISER ALUMINUM CORPORATION AND SUBSIDIARY COMPANIES
NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

     A summary of the Company’s stock option activity for the nine months ended September 30, 2009 is as follows:

						Weighted-				Weighted-
						Average				Average
						Exercise				Remaining				Aggregate
		Number of				Price per				Contractual				Intrinsic
		Options				Share				Life				Value
										(In years)				(In millions)
Outstanding at January 1, 2009			22,077			$	80.01				—			$	—
Grants			—				—				—				—
Forfeited			—				—				—				—
Exercise			—				—				—				—
Outstanding at September 30, 2009			22,077			$	80.01				7.50			$	—
Fully vested and expected to vest at September 30, 2009			22,017			$	80.01				7.50			$	—
Exercisable at September 30, 2009			15,143			$	80.01				7.50			$	—

     At September 30, 2009, there was $.1 of unrecognized compensation expense related to stock options. The expense is expected to be recognized over a weighted-average period of 6 months.

11. Commitments and Contingencies

     Commitments. The Company and its subsidiaries have a variety of financial commitments, including purchase agreements, forward foreign exchange and forward sales contracts (see Note 12), letters of credit (see Note 7), and guarantees. The Company and its subsidiaries also had agreements to supply alumina to and to purchase aluminum from Anglesey through September 30, 2009 (See also Note 4 of Notes to Consolidated Financial Statements included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2008 for information regarding these agreements). See also Note 3 for additional information regarding changes in the nature of Anglesey’s operations as of September 30, 2009.

     Refer to Note 12 of Notes to Consolidated Financial Statements included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2008 for information relating to minimum rental commitments under operating leases. There have been no material changes to such scheduled rental commitments as of the filing of this Report.

     Environmental Contingencies. The Company and its subsidiaries are subject to a number of environmental laws, fines or penalties assessed for alleged breaches of the environmental laws, and to claims based upon such laws.

     Based on the Company’s evaluation of the existing environmental matters, the Company had environmental accruals totaling $8.5 at September 30, 2009. Such amounts are primarily related to potential solid waste disposal and soil and groundwater remediation matters. These environmental accruals represent the Company’s undiscounted estimate of costs reasonably expected to be incurred based on presently enacted laws and regulations, currently available facts, existing technology, and the Company’s assessment of the likely remediation action to be taken. The Company expects that these remediation actions will be taken over the next several years and estimates that expenditures to be charged to these environmental accruals will be approximately $.7 in 2009, $2.0 in 2010, $2.4 in 2011, $.9 in 2012, and $2.5 in 2013 and thereafter.

     As additional facts are developed and definitive remediation plans and necessary regulatory approvals for implementation of remediation are established or alternative technologies are developed, changes in these and other factors may result in actual costs exceeding the current environmental accruals. The Company believes that it is reasonably possible that undiscounted costs associated with these environmental matters may exceed current accruals by amounts that could be, in the aggregate, up to an estimated $16.8. As the resolution of these matters is subject to further regulatory review and approval, no specific assurance can be given as to when the factors upon which a substantial portion of this estimate is based can be expected to be resolved. However, the Company is currently working to resolve certain of these matters.

     Other Contingencies. The Company and its subsidiaries are party to various lawsuits, claims, investigations, and administrative proceedings that arise in connection with its past and current operations. The Company evaluates such matters on a case by case basis, and its policy is to vigorously contest any such claims it believes are without

KAISER ALUMINUM CORPORATION AND SUBSIDIARY COMPANIES
NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

merit. In accordance with ASC 450-20, the Company reserves for a legal liability when it is both probable that a liability has been incurred and the amount of the loss can be reasonably estimated. Quarterly, in addition to when changes in facts and circumstances require it, the Company reviews and adjusts these reserves to reflect the impacts of negotiations, settlements, rulings, advice of legal counsel and other information, and events pertaining to a particular case. While uncertainties are inherent in the final outcome of such matters and it is presently impossible to determine the actual cost that may ultimately be incurred, management believes that it has sufficiently reserved for such matters and that the ultimate resolution of pending matters will not have a material adverse impact on its consolidated financial position, operating results, or liquidity.

12. Derivative Financial Instruments and Related Hedging Programs

     In conducting its business, the Company, from time to time, enters into derivative transactions, including forward contracts and options, to limit its economic (i.e., cash) exposure resulting from (i) metal price risk related to its sales of fabricated aluminum products and the purchase of metal used as raw materials for its fabrication operations, (ii) the energy price risk from fluctuating prices for natural gas used in its production process, and (iii) foreign currency requirements with respect to its cash commitments for equipment purchases and with respect to its foreign subsidiaries and affiliate. As the Company’s hedging activities are generally designed to lock-in a specified price or range of prices, realized gains or losses on the derivative contracts utilized in the hedging activities generally offset at least a portion of any losses or gains, respectively, on the transactions being hedged at the time the transaction occurs. However, due to mark-to-market accounting, during the life of the derivative contract, significant unrealized, non-cash gains and losses are recorded in the income statement as a reduction or increase in Cost of products sold, excluding depreciation, amortization and other items. The Company may also be exposed to margin calls, which the Company tries to minimize or offset through counterparty credit lines and/or use of options. From time to time, the Company may modify the terms of the derivative contracts based on operational needs.

     The Company’s pricing of fabricated aluminum products is generally intended to lock-in a conversion margin (representing the value added from the fabrication process(es)) and to pass metal price risk on to its customers. However, in certain instances the Company does enter into firm price arrangements. In such instances, the Company has price risk on its anticipated primary aluminum purchases in respect of the customer’s orders. The Company currently uses third party hedging instruments to limit exposure to primary aluminum price risks related to substantially all fabricated products firm price arrangements.

     Total fabricated products shipments during the nine months ended September 30, 2009 and 2008 that contained fixed price terms were (in millions of pounds) 128.7 and 184.9, respectively. At September 30, 2009, the Fabricated Products business held contracts for the delivery of fabricated aluminum products that have the effect of creating price risk on anticipated purchases of primary aluminum during the last three months of 2009 and for the period 2010 through 2012 totaling approximately (in millions of pounds): 2009 — 47.2, 2010 — 91.5, 2011 — 79.9, and 2012 — 13.4.

KAISER ALUMINUM CORPORATION AND SUBSIDIARY COMPANIES
NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

     The following table summarizes the Company’s material derivative positions at September 30, 2009:

						Notional
						Amount of
						Contracts				Fair
Commodity		Period				(mmlbs)				Value
Aluminum —
Option purchase contracts		10/2009 through 12/2011					193.8			$	7.8
Fixed priced purchase contracts		10/2009 through 12/2012					184.5			$	(19.7	)
Fixed priced sales contracts		10/2009 through 12/2011					17.6			$	.2
Regional premium swap contracts(1)		10/2009 through 12/2012					173.6			$	—

Notional

Amount of

Contracts

Fair

Foreign Currency

Period

(mm)

Value

Pound Sterling —

Fixed priced purchase contracts

10/2009

£

7.1

$

(.3

)

Euro —

Fixed priced purchase contracts

10/2009 through 3/2010

€

.5

$

—

Notional

Amount of

Contracts

Fair

Energy

Period

(mmbtu)

Value

Natural gas —

Fixed priced purchase contracts(2)

10/2009 through 2/2011

1,300,000

$

(.8

)

     The Company reflects the fair value of its derivative contracts on a gross basis in the Consolidated Balance Sheets (See Note 6). As more fully discussed in Note 1, the Company reflects changes in the fair value of its derivative instruments in Net income (rather than deferring such gains/losses to the date of the underlying transactions to which the related hedges occur). The realized and unrealized gains (losses) for the quarters and nine month periods ended September 30, 2009 and 2008 were as follows:

		Quarter								Nine Months
		Ended September 30,								Ended September 30,
		2009				2008				2009				2008
Realized gains (losses):
Aluminum		$	(7.2	)		$	1.7			$	(20.7	)		$	10.4
Foreign currency			(2.7	)			(.4	)			(13.3	)			.5
Natural gas			(2.0	)			(.2	)			(8.5	)			.1
Total realized gains (losses)		$	(11.9	)		$	1.1			$	(42.5	)		$	11.0
Unrealized gains (losses):
Aluminum		$	22.1			$	(26.0	)		$	29.9			$	5.7
Foreign currency			3.1				(10.1	)			15.3				(8.2	)
Natural gas			1.9				(7.7	)			4.2				(3.5	)
Total unrealized gains (losses)		$	27.1			$	(43.8	)		$	49.4			$	(6.0	)

     Both realized and unrealized gains (losses) on derivative instruments are included in Cost of products sold, excluding depreciation, amortization and other items, for the periods presented.

     All of the Company’s derivative contracts contain credit-risk related contingencies. If the fair value of the Company’s net derivative positions with the counterparty exceeds a specified threshold, if any, the counterparty is required to transfer cash collateral in excess of the threshold to the Company. Conversely, if the fair value of the net derivative positions falls below a specified threshold, the Company is required to transfer cash collateral below the threshold to the counterparty. At September 30, 2009, the Company had no margin deposits with its counterparties as a result of the credit-risk related contingency features.

KAISER ALUMINUM CORPORATION AND SUBSIDIARY COMPANIES
NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

13. Earnings Per Share

     ASC 260-10-45-60A defines unvested share-based payment awards that contain nonforfeitable rights to dividends or dividend equivalents (whether paid or unpaid) as participating securities and requires inclusion of such securities in the computation of earnings per share pursuant to the two-class method. On January 1, 2009, the Company adopted FSP EITF 03-6-1, subsequently codified by ASC 260-10-65-2, which mandates the application of the foregoing principles to all financial statements issued for fiscal years beginning after December 2008, and requires retrospective application. As certain of the Company’s unvested share-based payment awards contain nonforfeitable rights to dividends and dividend equivalents, the Company used the two-class method in the computation of earnings per share for the quarter and nine months ended September 30, 2009 and retrospectively adjusted its earnings per share data for the quarter and nine months ended September 30, 2008.

     Basic and diluted earnings per share using the two-class method for the quarters and nine month periods ended September 30, 2009 and 2008 were calculated as follows:

		Quarter								Nine Months
		Ended September 30,								Ended September 30,
		2009				2008				2009				2008
Numerator:
Net Income (loss)		$	23.0			$	(22.1	)		$	46.4			$	39.8
Less: net income attributable to participating securities (1)			(.2	)			(.1	)			(1.2	)			(1.1	)
Net income (loss) available to common stockholders		$	22.8			$	(22.2	)		$	45.2			$	38.7
Denominator:
Weighted-average common shares outstanding — Basic			19,981,715				19,995,073				19,567,963				20,031,802
Weighted-average common shares outstanding — Diluted			19,981,715				19,995,073				19,567,963				20,031,802
Income (loss) per common share:
Basic		$	1.14			$	(1.11	)		$	2.31			$	1.93
Diluted		$	1.14			$	(1.11	)		$	2.31			$	1.93

     In computing the diluted weighted average common shares outstanding for the quarters and nine month periods ended September 30, 2009 and 2008, the Company used the two-class method assuming that participating securities are not exercised, vested or converted. The Company included the dilutive effect of stock options in calculating the

KAISER ALUMINUM CORPORATION AND SUBSIDIARY COMPANIES
NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

diluted weighted average common shares. Options to purchase 22,077 common shares at an average exercise price per share of $80.01 were outstanding at both September 30, 2009 and 2008. The potential dilutive effect of such shares was zero for each of the quarters ended September 30, 2009 and 2008 and for each of the nine month periods ended September 30, 2009 and 2008.

     For the nine months ended September 30, 2009 and 2008, the Company paid a total of $14.7, or $.72 per common share, and $12.4, or $.60 per common share, respectively, in cash dividends to stockholders, including the holders of restricted stock, and dividend equivalents to the holders of restricted stock units and to the holders of performance shares with respect to one half of the performance shares.

14. Segment and Geographical Area Information

     The Company’s primary line of business is the production of semi-fabricated specialty aluminum products. In addition, the Company owns a 49% interest in Anglesey. As described in Note 3, Anglesey operated as an aluminum smelter until September 30, 2009 and commenced remelt and casting of secondary aluminum products in the fourth quarter of 2009.

     The Company’s continuing operations are organized and managed by product type and include two operating segments of the aluminum industry and a Corporate segment. The aluminum industry segments consist of: Fabricated Products and Primary Aluminum. The Fabricated Products segment sells value-added products such as heat treat aluminum sheet and plate, extrusions and forgings which are used in a wide range of industrial applications, including aerospace, defense, automotive and general engineering end-use applications. The Primary Aluminum segment conducts hedging activities in respect of the Company’s exposure to primary aluminum price risk and, through its investment in Anglesey, produces commodity grade aluminum sow and/or value-added products such as ingot and billet for which the Company received a premium over normal commodity market prices.

     The accounting policies of the segments are the same as those described in Note 1 of Notes to Consolidated Financial Statements included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2008 and as further described in Note 1 of this Report. Segment results are evaluated internally by management before any allocation of corporate overhead and without any charge for income taxes, interest expense, or Other operating charges, net.

     Financial information by operating segment for the quarters and nine month periods ended September 30, 2009 and 2008 is as follows:

		Quarter								Nine Months
		Ended September 30,								Ended September 30,
		2009				2008				2009				2008
Net Sales:
Fabricated Products		$	215.1			$	334.9			$	660.7			$	1,043.3
Primary Aluminum			36.9				34.3				89.3				138.4
		$	252.0			$	369.2			$	750.0			$	1,181.7
Segment Operating Income (Loss):
Fabricated Products		$	26.4			$	19.5			$	59.0			$	102.4
Primary Aluminum			27.5				(44.9	)			58.8				3.8
Corporate and Other			(11.3	)			(12.5	)			(33.9	)			(37.8	)
Other Operating Benefits, Net			—				1.4				.9				1.2
Total operating income (loss)		$	42.6			$	(36.5	)		$	84.8			$	69.6
Interest expense			(.2	)			(.3	)			(.6	)			(.8	)
Other income (expense), net			.1				(.2	)			—				1.0
Income (Loss) before income taxes		$	42.5			$	(37.0	)		$	84.2			$	69.8