8-K

 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of Earliest Event Reported): January 20, 2010

Kaiser Aluminum Corporation
__________________________________________
(Exact name of registrant as specified in its charter)

Delaware	000-52105	943030279
_____________________ (State or other jurisdiction	_____________ (Commission	______________ (I.R.S. Employer
of incorporation)	File Number)	Identification No.)
27422 Portola Parkway, Suite 350, Foothill Ranch, California		92610
_________________________________ (Address of principal executive offices)		___________ (Zip Code)

Registrant’s telephone number, including area code: 949-614-1740

Not Applicable
______________________________________________
Former name or former address, if changed since last report

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

[  ]  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[  ]  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[  ]  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[  ]  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01 Entry into a Material Definitive Agreement.

Extension of Director Designation Agreement with the USW

On January 19, 2010, Kaiser Aluminum Corporation (the "Company") and the United Steel, Paper and Forestry, Rubber, Manufacturing, Energy, Allied Industrial and Service Workers International Union, AFL-CIO, CLC (formerly known as the United Steelworkers of America, AFL-CIO, CLC) (the "USW") agreed to extend the term of the Director Designation Agreement dated July 6, 2006, to September 30, 2015 (the "Amendment"). The Amendment was entered into in connection with the renewal and ratification of a labor agreement with the members of the USW at the Company’s Newark, Ohio and Spokane, Washington facilities and was effective upon ratification of the labor agreement on January 20, 2010. As previously disclosed, the Director Designation Agreement provides the USW with the right to designate for nomination the minimum number of candidates necessary to ensure that, assuming such candidates are elected by the Company’s stockholders, at lea st 40% of the members of the board of directors (the "Board") immediately following such election are directors who were designated by the USW. The Director Designation Agreement also provides that, so long as the Board maintains an audit committee, executive committee or nominating and corporate governance committee, each such committee will, unless otherwise required by the fiduciary duties of the Board, include at least one director who was designated by the USW to serve on the Board in accordance with the Director Designation Agreement.

The preceding description of Amendment is a summary and is qualified in its entirety by the Amendment, which is filed as Exhibit 10.1 hereto and is incorporated herein by reference.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

Extension of VEBA Profit Sharing Arrangement

In connection with the renewal and ratification of a labor agreement with the members of the USW at the Company’s Newark, Ohio and Spokane, Washington facilities on January 20, 2010, the Company agreed to extend its obligation to make an annual variable cash contribution to a USW voluntary employee beneficiary association for the benefit of certain union retirees, their suriving spouses and eligible dependents (the "Union VEBA") to September 30, 2017. The Union VEBA is managed by four trustees (two appointed by the Company and two appointed by the USW) and the assets are managed by an independent fiduciary.

The Company is required to contribute annually through September 30, 2017 to the Union VEBA an amount that is 8.5% of the first $20 million 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 paym ents for, among other things, interest, income taxes and capital expenditures), plus 17% of annual cash flow, as defined, in excess of $20 million. The annual payment may not exceed $17 million and is 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 million. The amount is determined on an annual basis and payable within 120 days following the end of fiscal year, or within 15 days following the date on which the Company files its Annual Report on Form 10-K with the Securities and Exchange Commission (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.

For accounting purposes, after discussions with the staff of the SEC, the Company treats the postretirement medical benefits to be paid by the Union VEBA and the Company's related annual variable contribution obligati on as a defined benefit postretirement plan with the current Union 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 Union VEBA 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 United States generally accepted accounting principles for retirement benefits and records any difference between the assets of the Union VEBA and its accumulated postretirement benefit obligation in the Company's financial statements.

Item 8.01 Other Events.

On January 21, 2010, the Company announced that members of the USW at the Company’s Newark, Ohio and Spokane, Washington facilities ratified a new five-year labor agreement, effective October 1, 2010 through September 30, 2015. A copy of the press release is attached hereto as Exhibit 99.1.

Item 9.01 Financial Statements and Exhibits.

Exhibit 10.1 – Letter Agreement dated January 19, 2010.
Exhibit 99.1 – Press release dated January 21, 2010.

SIGNATURES

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

	Kaiser Aluminum Corporation
January 21, 2010	By:	John M. Donnan
		Name: John M. Donnan
		Title: Senior Vice President, Secretary and General Counsel

Exhibit Index

Exhibit No.	Description
10.1	Letter Agreement dated January 19, 2010
99.1	Press release dated January 21, 2010.

EX-10.1

January 19, 2010

Subject: Directors Designation Agreement Renewal

The Union and Company met during December 2009 and January 2010 to discuss the possibility of renewing the Master Labor Agreement between the Parties for an additional five (5) year period, from September 30, 2010 through September 30, 2015.

As a result of those discussions the Union and Company agree to renew the Directors Designation Agreement for an additional five (5) year period, from the current expiration date through September 30, 2015. The terms of the agreement shall remain unchanged, however the Parties agree to make any administrative changes, such as dates, signatures and references as may be needed to effectuate the renewal.

Agreed this 19th day of January, 2010

/s/ James E. McAuliffe, Jr.	/s/ Robert La Venture
James E. McAuliffe, Jr. Sr. VP, Human Resources	Robert LaVenture Director, USW District 12

Kaiser Aluminum Fabricated Products, LLC.

FOR IMMEDIATE RELEASE

Kaiser Aluminum Corporation Announces the United Steelworkers
Ratification of a New Five -Year Labor Agreement

FOOTHILL RANCH, Calif. – January 21, 2010 – Kaiser Aluminum Corporation (NASDAQ:KALU) today announced that union members at the Company’s Newark, OH and Spokane, WA facilities have ratified a new five-year labor agreement. The agreement which affects approximately 800 union members is effective on October 1, 2010 and extends through September 30, 2015.

The new labor agreement provides for the extension of wages and fringe benefits of the current contract through September 30, 2015. In addition it calls for the extension of the potential profit sharing contribution for the Union VEBA through September 30, 2017. The VEBA is administered by four trustees and the assets are managed by an independent fiduciary. Further, the new labor agreement also extends the term of the Director Designation Agreement that allows the union to nominate candidates which, if elected, would constitute up to 40% of the Company’s board of directors.

“Kaiser Aluminum values the contribution of our Trentwood and Newark employees to the Company’s success as a leading manufacturer of semi-fabricated specialty aluminum products, allowing us to meet demanding customer requirements for product quality and consistency and to achieve a reputation for ‘Best in Class’ customer satisfaction,” said Jack A. Hockema, President, Chief Executive Officer and Chairman of Kaiser Aluminum. “We look forward to maintaining our long term relationship with the United Steelworkers as we continue to be a supplier of choice for our customers in the aerospace and defense, automotive and general industrial market segments.”

Kaiser Aluminum, headquartered in Foothill Ranch, Calif., is a leading producer of semi-fabricated specialty aluminum products, serving customers worldwide with highly-engineered solutions for aerospace and high-strength, general engineering, and custom automotive and industrial applications. The Company’s North American facilities produce value-added sheet, plate, extrusions, forgings, rod, bar and tube products, adhering to traditions of quality, innovation and service that have been key components of our culture since the Company was founded in 1946. The Company’s stock is included in the Russell 2000® index. For more information, please visit www.kaiseraluminum.com.

Certain statements in this release relate to future events and expectations and, as a result, constitute forward-looking statements involving known and unknown risks and uncertainties that may cause actual results, performance or achievements of the company to be different from those expressed or implied in the forward-looking statements. Important factors that could cause actual results to differ materially from those in the forward-looking statements include: (a) the effectiveness of management’s strategies and decisions; (b) adverse changes in the markets served by the Company; and (c) the other risk factors summarized in the Company’s Form 10-K for the year ended December 31, 2008 and other reports filed with the Securities and Exchange Commission.

Investor Relations Contacts:	Public Relations Contact:
Melinda C. Ellsworth Kaiser Aluminum (949) 614-1757	Dave Quast FD (646) 421-5341