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Delaware		3334		94-3030279
(State or Other Jurisdiction of Incorporation or Organization)		(Primary Standard Industrial Classification Code Number)		(I.R.S. Employer Identification Number)

27422 Portola Parkway, Suite 350 Foothill Ranch, California 92610-2831 (949) 614-1740 (Address, Including Zip Code, and Telephone Number, Including Area Code, of Registrant’s Principal Executive Offices)		John M. Donnan Vice President, General Counsel and Secretary Kaiser Aluminum Corporation 27422 Portola Parkway, Suite 350 Foothill Ranch, California 92610-2831 (949) 614-1740 (Name, Address, Including Zip Code, and Telephone Number, Including Area Code, of Agent for Service)

Troy B. Lewis Mark T. Goglia Jones Day 2727 North Harwood Street Dallas, Texas 75201-1515 Telephone: (214) 220-3939 Facsimile: (214) 969-5100		Joseph A. Hall Davis Polk & Wardwell 450 Lexington Avenue New York, New York 10017 Telephone: (212) 450-4000 Facsimile: (212) 450-4800

Proposed Maximum

Proposed Maximum

Amount of

Title of Each Class of

Amount

Offering

Aggregate

Registration

Securities to be Registered

to be Registered

Price Per Share(1)

Offering Price(1)

Fee(2)

Common Stock, $0.01 par value per share

6,281,150

$56.28

$353,503,122

$32,317

(1)	Estimated solely for the purpose of calculating the amount of the registration fee in accordance with Rule 457(c) of the Securities Act based on the average of the high and low prices of the Common Stock on the Nasdaq Global Market on December 29, 2006.
(2)	Of the $32,317 registration fee, $11,929 was previously paid in connection with the original filing on September 27, 2006, and $20,388 is paid herewith.

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The information in this prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.

PRELIMINARY PROSPECTUS	Subject to Completion	January 9, 2007

		Per share				Total
Public offering price		$				$
Underwriting discounts and commissions		$				$
Proceeds, before expenses, to the selling stockholders		$				$

UBS Investment Bank	Bear, Stearns & Co. Inc.

Lehman Brothers	Lazard Capital Markets

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Prospectus summary			1
Risk factors			10
Special note regarding forward-looking statements			23
Use of proceeds			24
Dividend policy			24
Price range of common stock			24
Capitalization			25
Selected historical consolidated financial data			26
Management’s discussion and analysis of financial condition and results of operations			29
Recent reorganization			59
Industry overview			62
Business			66
Management			76
Principal and selling stockholders			135
Certain relationships and related transactions			138
Description of capital stock			139
Shares eligible for future sale			148
U.S. federal tax consequences to non-U.S. holders of common stock			150
Underwriting			153
Notice to investors			156
Legal matters			157
Experts			157
Where you can find more information			157
Index to consolidated financial statements			F-1
Form of Underwriting Agreement
Opinion of Jones Day
Consent of Deloitte & Touche L.L.P.
Consent of Wharton Levin Ehrmantraut & Klein, P.A.
Consent of Heller Ehrman LLP

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•	acts of war or terrorism or the threat of war or terrorism;
•	government regulation in the countries in which we operate, service customers or purchase raw materials;
•	the implementation of controls on imports, exports or prices;
•	the adoption of new forms of taxation;
•	the imposition of currency restrictions;
•	the nationalization or appropriation of rights or other assets; and
•	trade disputes involving countries in which we operate, service customers or purchase raw materials.

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•	diversion of management’s time and attention from our existing business;
•	challenges in managing the increased scope, geographic diversity and complexity of operations;
•	difficulties in integrating the financial, technological and management standards, processes, procedures and controls of the acquired business with those of our existing operations;
•	liability for known or unknown environmental conditions or other contingent liabilities not covered by indemnification or insurance;
•	greater than anticipated expenditures required for compliance with environmental or other regulatory standards or for investments to improve operating results;

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•	difficulties in achieving anticipated operational improvements;
•	incurrence of additional indebtedness to finance acquisitions or capital expenditures relating to acquired assets; and
•	issuance of additional equity, which could result in further dilution of the ownership interests of existing stockholders.

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•	volatility in the spot market for primary aluminum and energy costs;
•	our annual accruals for variable payment obligations to the Union VEBA Trust and Salaried Retiree VEBA Trust (see Note 7 to our interim consolidated financial statements);
•	non-cash charges including last-in, first-out, or LIFO, inventory charges and impairments;
•	global economic conditions;
•	unanticipated interruptions of our operations for any reason;
•	variations in the maintenance needs for our facilities;
•	unanticipated changes in our labor relations; and
•	cyclical aspects impacting demand for our products.

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•	the effectiveness of managements’ strategies and decisions;
•	general economic and business conditions, including cyclicality and other conditions in the aerospace and other end markets we serve;
•	developments in technology;
•	new or modified statutory or regulatory requirements;
•	changing prices and market conditions; and
•	the other factors discussed under “Risk factors.”

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•	we are not in default or would not be in default as a result of the dividend; and
•	the amount of the dividends, together with the aggregate amount of all other dividend payments made by us after July 6, 2006, is less than the sum of (1) 50% of our net income for the period from July 6, 2006 to the end of our most recently ended fiscal quarter or if such net income is a deficit, less 100% of such deficit, (2) up to 100% of the proceeds to us from the sale or issuance of any of our equity securities remaining after making any mandatory prepayment under the revolving credit facility and term loan facility from the proceeds, provided that the proceeds are not used to make any investments or other dividend payments, and (3) $2.0 million.

		High				Low
2006:
Third Quarter 2006 (from July 7, 2006)		$	51.00			$	36.50
Fourth Quarter 2006		$	63.00			$	43.00
2007:
First Quarter 2007 (through January 8, 2007)		$	58.99			$	57.18

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				As of
				September 30,
				2006
(dollars in millions, except share and per share amounts)
Cash and cash equivalents				$	52.7
Debt, including current portion
	Revolving credit facility			$	—
	Term loan facility				50.0
	Other				—
		Total debt			50.0
Stockholders’ equity:
	Common stock, $0.01 par value, 45,000,000 shares authorized; 20,525,660 shares issued and outstanding(1)				0.2
	Additional capital				482.5
	Retained earnings				14.3
	Common stock owned by the Union VEBA Trust subject to transfer restrictions, at reorganization value, 6,291,945 shares at September 30, 2006(2)				(151.1	)
		Total stockholders’ equity			345.9
		Total capitalization		$	395.9

(1)	Excludes 1,696,562 shares of common stock reserved and available for issuance under our equity incentive plan.
(2)	See Note 7 to our interim consolidated financial statements for a discussion of the treatment of the Union VEBA Trust’s shares that are subject to transfer restrictions.

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																												Nine months ended
																												September 30, 2006
																												Predecessor
																								Predecessor				period from				Period from
				Predecessor																				nine months				January 1,				July 1, 2006
				year ended December 31,																				ended				2006				through
																								September 30,				to July 1,				September 30,
Statements of income data:				2001(1)				2002				2003				2004				2005				2005				2006				2006
(dollars in millions, except share and per share data)
																								(unaudited)				(unaudited)				(unaudited)
																								(restated)(2)
Net sales				$	889.5			$	709.0			$	710.2			$	942.4			$	1,089.7			$	815.9			$	689.8			$	331.4
Costs and expenses:
	Cost of products sold				823.4				671.4				681.2				852.2				951.1				710.9				596.4				291.8
	Depreciation and amortization				32.1				32.3				25.7				22.3				19.9				15.0				9.8				2.8
	Selling, administrative, research and development, and general				93.7				118.6				92.5				92.3				50.9				38.0				30.3				18.0
	Other operating charges (credits), net(3)				30.1				31.8				141.6				793.2				8.0				6.5				0.9				(2.9	)
		Total costs and expenses			979.3				854.1				941.0				1,760.0				1,029.9				770.4				637.4				309.7
Operating income (loss)					(89.8	)			(145.1	)			(230.8	)			(817.6	)			59.8				45.5				52.4				21.7
Other income (expense):
	Interest expense(4)				(106.2	)			(19.0	)			(9.1	)			(9.5	)			(5.2	)			(4.2	)			(0.8	)			—
	Reorganization items(5)				—				(33.3	)			(27.0	)			(39.0	)			(1,162.1	)			(25.3	)			3,093.1				—
	Other, net				(68.7	)			(0.9	)			(5.2	)			4.2				(2.4	)			(1.5	)			1.2				0.9
Income (loss) before income taxes and discontinued operations					(264.7	)			(198.3	)			(272.1	)			(861.9	)			(1,109.9	)			14.5				3,145.9				22.6
Provision for income taxes					(523.4	)			(4.4	)			(1.5	)			(6.2	)			(2.8	)			(6.0	)			(6.2	)			(8.3	)
Minority interests					(0.2	)			—				—				—				—				—				—				—
Income (loss) from continuing operations					(788.3	)			(202.7	)			(273.6	)			(868.1	)			(1,112.7	)			8.5				3,139.7				14.3
Discontinued operations:
	Income (loss) from discontinued operations, net of income taxes, including minority interests				165.3				(266.0	)			(514.7	)			(5.3	)			(2.5	)			21.3				4.3				—
	Gain from sale of commodity interests				163.6				—				—				126.6				366.2				365.6				—				—
Income (loss) from discontinued operations(6)					328.9				(266.0	)			(514.7	)			121.3				363.7				386.9				4.3				—
Cumulative effect on years prior to 2005 of adopting accounting for conditional asset retirement obligations					—				—				—				—				(4.7	)			(4.7	)			—				—
Net income (loss)				$	(459.4	)		$	(468.7	)		$	(788.3	)		$	(746.8	)		$	(753.7	)		$	390.7			$	3,144.0			$	14.3
Earnings (loss) per share— basic(7):
	Income (loss) from continuing operations			$	(9.82	)		$	(2.52	)		$	(3.41	)		$	(10.88	)		$	(13.97	)		$	0.11			$	39.42			$	0.72
	Income (loss) from discontinued operations			$	4.09			$	(3.30	)		$	(6.42	)		$	1.52			$	4.57			$	4.85			$	0.05			$	—
	Loss from cumulative effect on years prior to 2005 of adopting accounting for conditional asset retirement obligations			$	—			$	—			$	—			$	—			$	(0.06	)		$	(0.06	)		$	—			$	—
	Net income (loss)			$	(5.73	)		$	(5.82	)		$	(9.83	)		$	(9.36	)		$	(9.46	)		$	4.90			$	39.47			$	0.72
Earnings (loss) per share—diluted(7):
	Income (loss) from continuing operations			$	(9.82	)		$	(2.52	)		$	(3.41	)		$	(10.88	)		$	(13.97	)		$	0.11			$	39.42			$	0.72
	Income (loss) from discontinued operations			$	4.09			$	(3.30	)		$	(6.42	)		$	1.52			$	4.57			$	4.85			$	0.05			$	—
	Loss from cumulative effect on years prior to 2005 of adopting accounting for conditional asset retirement obligations			$	—			$	—			$	—			$	—			$	(0.06	)		$	(0.06	)		$	—			$	—
	Net income (loss)			$	(5.73	)		$	(5.82	)		$	(9.83	)		$	(9.36	)		$	(9.46	)		$	4.90			$	39.47			$	0.72
Dividends per common share				$	—			$	—			$	—			$	—			$	—			$	—			$	—			$	—
Weighted average shares outstanding (in thousands):
	Basic				80,235				80,578				80,175				79,815				79,675				79,676				79,672				20,002
	Diluted				80,235				80,578				80,175				79,815				79,675				79,676				79,672				20,029

(footnotes on following page)

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		As of December 31,																				As of September 30,
Balance sheet data:		2001				2002				2003				2004				2005				2005				2006
(dollars in millions)
																						(unaudited)
																						(restated)(2)
Cash and cash equivalents		$	154.1			$	77.4			$	35.5			$	55.4			$	49.5			$	43.3			$	52.7
Working capital(8)			(44.2	)			183.0				104.9				73.0				119.7				85.6				212.1
Total assets			2,743.7				2,225.4				1,623.5				1,882.4				1,538.9				2,197.8				621.1
Long-term debt			678.7				20.7				2.2				2.8				1.2				1.2				50.0
Stockholders’ equity (deficit)			(441.1	)			(1,085.6	)			(1,738.7	)			(2,384.2	)			(3,141.2	)			(1,993.5	)			345.9

(1)	Statement of income data and balance sheet data for 2001 reflect our financial results and position prior to our filing for chapter 11 bankruptcy in February 2002. Such data includes the impact of our concluding a valuation allowance was required in respect of recorded tax attributes and from the partial sale of one of our commodity-related interests.
(2)	We restated our operating results for the nine months ended September 30, 2005. See Note 15 to our interim consolidated financial statements for information regarding the restatement.
(3)	Other operating charges (credits), net in 2003 and 2004 include certain significant charges associated with the termination of certain pension and post-retirement medical plans, a settlement in respect of a past labor matter and other items. These items are detailed in Note 6 to our audited consolidated financial statements and Note 10 to our interim consolidated financial statements.
(4)	Excludes unrecorded contractual interest expense of $84.0 million in 2002, $95.0 million in each of 2003, 2004 and 2005, $71.2 million for the nine months ended September 30, 2005 and $47.4 million for the period from January 1, 2006 to July 1, 2006.
(5)	Reorganization items for 2005 include an approximate $1.1 billion charge as a result of the value of an intercompany note treated as being for the benefit of certain creditors. See Note 1 to our audited consolidated financial statements. Reorganization items for the period from January 1, 2006 to July 1, 2006 include a gain of approximately $3.1 billion in connection with the implementation of our plan of reorganization and fresh start reporting. See Note 13 to our interim consolidated financial statements.
(6)	Income (loss) from discontinued operations includes the operating results associated with commodity interests sold as well as certain significant gains and losses associated with the dispositions. See Note 3 to our audited consolidated financial statements for information in respect of 2003, 2004 and 2005.
(7)	Earnings (loss) per share and share information prior to our emergence from chapter 11 bankruptcy may not be meaningful because, pursuant to our plan of reorganization, on July 6, 2006, all outstanding equity interests were cancelled without consideration.
(8)	Working capital represents total current assets, including cash, minus total current liabilities.

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•	all of our material pre-petition debt, pension and post-retirement medical obligations and asbestos and other tort liabilities, along with other pre-petition claims (which aggregated in our June 30, 2006 balance sheet to approximately $4.4 billion) were addressed and resolved; and
•	all of the equity interests of our pre-emergence stockholders were cancelled without consideration and our post-emergence equity was issued and delivered to a third party disbursing agent for distribution to certain claimholders.

•	We have adjusted our stockholders’ equity to equal the reorganization value of our company;
•	We have reset items such as accumulated depreciation, accumulated deficit and accumulated other comprehensive income (loss) to zero; and
•	We have allocated the reorganization value to our individual assets and liabilities based on their estimated fair value. Such items as current liabilities, accounts receivable, and cash reflect values similar to those reported prior to emergence. Items such as inventory, property, plant and equipment, long-term assets and long-term liabilities have been significantly adjusted from amounts previously reported. As more fully discussed in the notes to our financial statements, these adjustments may adversely affect our future results.

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																Nine months ended
				Year ended December 31,												September 30,
Operating data (unaudited)				2003				2004				2005				2005				2006
Shipments (millions of pounds):
	Fabricated products				372.3				458.6				481.9				365.2				399.7
	Primary aluminum				158.7				156.6				155.6				115.7				117.1
		Total			531.0				615.2				637.5				480.9				516.8
Average realized third party sales price (per pound):
	Fabricated products(2)			$	1.61			$	1.76			$	1.95			$	1.94			$	2.18
	Primary aluminum(3)			$	0.71			$	0.85			$	0.95			$	0.93			$	1.27
(footnotes on following page)

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																Nine months ended
				Year ended December 31,												September 30,
Statements of income data:				2003				2004				2005				2005				2006
(dollars in millions)
																(unaudited)
																(Restated)(1)
Net sales:
	Fabricated products			$	597.8			$	809.3			$	939.0			$	707.7			$	872.5
	Primary aluminum				112.4				133.1				150.7				108.2				148.7
		Total net sales		$	710.2			$	942.4			$	1,089.7			$	815.9			$	1,021.2
Segment operating income (loss)(1):
	Fabricated products(4)(5)			$	(21.2	)		$	33.0			$	87.2			$	66.3			$	90.3
	Primary aluminum(6)				6.7				13.9				16.4				13.4				15.2
	Corporate and other				(74.7	)			(71.3	)			(35.8	)			(27.7	)			(33.4	)
	Other operating credits (charges), net (7)				(141.6	)			(793.2	)			(8.0	)			(6.5	)			2.0
		Total operating income (loss)		$	(230.8	)		$	(817.6	)		$	59.8			$	45.5			$	74.1
Reorganization items(8)				$	(27.0	)		$	(39.0	)		$	(1,162.1	)		$	(25.3	)		$	3,093.1
Income (loss) from discontinued operations (9)				$	(514.7	)		$	121.3			$	363.7			$	386.9			$	4.3
Cumulative effect on years prior to 2005 of adopting accounting for conditional asset retirement obligation(10)				$	—			$	—			$	(4.7	)		$	(4.7	)		$	—
Net income (loss)(1)				$	788.3			$	(746.8	)		$	(753.7	)		$	390.7			$	3,158.3
Capital expenditures, net of accounts payable (excluding discontinued operations)				$	8.9			$	7.6			$	31.0			$	20.4			$	39.7

(1)	We restated our operating results for the nine months ended September 30, 2005. See Note 15 to our interim consolidated financial statements for information regarding the restatement.
(2)	Average realized prices for our fabricated products business unit are subject to fluctuations due to changes in product mix as well as underlying primary aluminum prices and are not necessarily indicative of changes in underlying profitability.
(3)	Average realized prices for our primary aluminum business unit exclude hedging revenues.
(4)	Operating results for the nine months ended September 30, 2005 include metal losses of $2.3 million. Operating results for the nine months ended September 30, 2006 include a non-cash LIFO inventory charge of $18.4 million and metal profits of approximately $13.9 million.
(5)	Includes non-cash mark-to-market losses of $1.5 million in the nine months ended September 30, 2006. For further discussion regarding mark-to-market matters, see Note 9 to our interim consolidated financial statements.
(6)	Includes non-cash mark-to-market gains (losses) totaling $(4.5) million and $8.1 million in the nine months ended September 30, 2005 and 2006, respectively. For further discussion regarding mark-to-market matters, see Note 9 to our interim consolidated financial statements.
(7)	Other operating credits (charges), net in 2003 and 2004 include certain significant charges associated with the termination of certain pension and post-retirement medical plans, a settlement in respect of a past labor matter and other items. These items are detailed in Note 6 to our audited consolidated financial statements.
(8)	Reorganization items for 2005 includes an approximate $1.1 billion charge as a result of the value of an intercompany note treated as being for the benefit of certain creditors. See Note 1 to

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	our audited consolidated financial statements. Reorganization items for the period from January 1, 2006 to July 1, 2006 includes a gain of approximately $3.1 billion in connection with the implementation of our plan of reorganization and fresh start reporting. See Note 13 to our interim consolidated financial statements.
(9)	Income (loss) from discontinued operations includes a substantial impairment charge in 2003 and gains in 2004 and 2005 in connection with the sale of certain of our commodity-related interests. See Note 3 to our audited consolidated financial statements.

(10)	See Note 2 to our interim consolidated financial statements for a discussion of the change in accounting for conditional asset retirement obligations.

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•	Metal profits in the nine months ended September 30, 2006 (before considering LIFO implications) of approximately $13.9 million, which is approximately $16.2 million better than the prior year period.
•	A non-cash LIFO inventory charge of $18.4 million in the nine months ended September 30, 2006. There were no LIFO charges or benefits in the comparable 2005 period.
•	Mark-to-market charges on energy hedging in the nine months ended September 30, 2006 were approximately $1.5 million. During the nine months ended September 30, 2005, there were no mark-to-market charges or gains.

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		Nine months ended
		September 30,
		2006 vs. 2005
		Operating				Better
Component		income				(worse)				Factor
Sales of production from Anglesey		$	38			$	15			Market price for primary aluminum
Internal hedging with fabricated products segment			(32	)			(29	)		Eliminates in consolidation
Derivative settlements			1				3			Impacted by positions and market prices
Mark-to-market on derivative instruments			8				13			Impacted by positions and market prices
		$	15			$	2

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•	$12 million and $18 million, respectively, for medical obligations and VEBA funding for all former and current operating units;
•	$16 million and $30 million, respectively, for reorganization costs; and
•	$30 million and $20 million, respectively, for general and administrative costs.

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						Payments due in
						Less than				2-3				4-5				More than
Contractual obligations		Total				1 year				years				years				5 years
Long-term debt		$	50.0			$	—			$	—			$	50.0			$	—
Operating leases			7.4				2.6				3.1				1.6				0.1
Total cash contractual obligations(1)		$	57.4			$	2.6			$	3.1			$	51.6			$	0.1

(1)	Total contractual obligations exclude future annual variable cash contributions to the VEBAs, which cannot be determined at this time. See “—Off Balance Sheet and Other Arrangements” below for a summary of possible annual variable cash contribution amounts at various levels of earnings and cash expenditures.

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•	A commitment to provide one or more defined contribution 401(k) plans as a replacement for three of four defined benefit pension plans for hourly bargaining unit employees at four of our production facilities. The defined benefit plans at these four production facilities were terminated during the fourth quarter of 2006, effective as of October 10, 2006, pursuant to a court ruling received in July 2006. These replacement plans provide for an annual contribution ranging from $800 to $2,400 per bargaining unit employee, depending on the employee’s age. We also agreed to make monthly contributions of one dollar per hour worked by each bargaining unit employee to the appropriate multi-employer pension plans sponsored by the USW and certain other unions at each of these four facilities.
•	A defined contribution 401(k) savings plan for hourly bargaining unit employees at all of our other production facilities. Pursuant to the terms of the defined contribution plan, we will be required to make annual contributions to the Steelworkers Pension Trust on the basis of one dollar per USW employee hour worked at two facilities. We will also be required to make contributions to the defined contribution savings plan for active USW employees at these facilities that will range from $800 to $2,400 per employee per year, depending on the employee’s age.
•	A defined benefit pension plan for our salaried employees at our facility in London, Ontario with annual contributions based on each salaried employee’s age and years of service.
•	A defined contribution savings plan for salaried and non-bargaining unit hourly employees providing for a match of certain contributions made by employees plus a contribution of between 2% and 10% of their salary depending on their age and years of service.
•	A defined benefit pension plan for one inactive operation with three remaining former employees covered by that plan.
•	An annual variable cash contribution to the VEBAs. The amount to be contributed to the VEBAs will be 10% of the first $20.0 million of annual cash flow (defined generally as earnings before interest expense, provision for income taxes and depreciation and amortization (“EBITDA”) less cash payments for, among other things, interest, income taxes and capital expenditures (“Cash Payments”)) plus 20% of annual cash flow, as defined, in excess of $20.0 million. Such annual payments will not exceed $20.0 million and will also be limited (with no carryover to future years) to the extent that the payments would cause our liquidity to be less than $50.0 million. Such amounts will be determined on an annual basis and payable no later than March 31 of the following year. However, we have the ability to offset amounts that would otherwise be due to the VEBAs with approximately $12.7 million of excess contributions made to the VEBAs prior to the effective date of our plan of reorganization.

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The following table shows (in millions of dollars) the estimated amount of variable VEBA payments that would occur at differing levels of EBITDA and Cash Payments in respect of, among other items, interest, income taxes and capital expenditures. The table below does not consider the liquidity limitation, the $12.7 million of advances available to us to offset VEBA obligations as they become due and certain other factors that could effect the amount of variable VEBA payments due and, therefore, should be considered only for illustrative purposes.

		Cash Payments
EBITDA		$25.0				$50.0				$75.0				$100.0
$ 20.0		$	—			$	—			$	—			$	—
40.0			1.5				—				—				—
60.0			5.0				1.0				—				—
80.0			9.0				4.0				0.5				—
100.0			13.0				8.0				3.0				—
120.0			17.0				12.0				7.0				2.0
140.0			20.0				16.0				11.0				6.0
160.0			20.0				20.0				15.0				10.0
180.0			20.0				20.0				19.0				14.0
200.0			20.0				20.0				20.0				18.0

•	A short-term incentive plan for management, payable in cash, which is based primarily on earnings, adjusted for certain safety and performance factors. Most of our locations have similar programs for both hourly and salaried employees.
•	A stock based long-term incentive plan for key managers. As more fully discussed in Note 7 to our interim consolidated financial statements an initial, emergence-related award was made under this program. Additional awards are expected to be made in future years.

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•	the timing of when any such conditional asset retirement obligation may be incurred;
•	the ability to accurately identify all materials that may require special handling or treatment;
•	the ability to reasonably estimate the total incremental special handling and other costs;
•	the ability to assess the relative probability of different scenarios which could give rise to a conditional asset retirement obligation; and
•	other factors outside our control including changes in regulations, costs and interest rates.

•	actual results for the balance of 2006 vary from that in the nine months ended September 30, 2006 and our forecasts due to one or more of the factors cited above or elsewhere in this prospectus;
•	income is distributed differently than expected among tax jurisdictions;
•	one or more material events or transactions occur which were not contemplated; or
•	certain expected deductions, credits or carryforwards are not available;

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•	the timing of when any such conditional asset retirement obligation may be incurred;
•	the ability to accurately identify all materials that may require special handling or treatment;
•	the ability to reasonably estimate the total incremental special handling and other costs;
•	the ability to assess the relative probability of different scenarios which could give rise to a conditional asset retirement obligation; and
•	other factors outside our control including changes in regulations, costs and interest rates.

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•	Additional pre-filing date claims were identified through the proof of claim reconciliation process and arose in connection with our actions in the chapter 11 bankruptcy proceedings. For example, while we considered rejection of the Bonneville Power Administration contract to be in our best long-term interests, the rejection resulted in an approximate $75.0 million claim by the Bonneville Power Administration. In the quarter ended June 30, 2006, an agreement with the Bonneville Power Administration was approved by the bankruptcy court under which the claim was settled for a pre-petition claim of $6.1 million.
•	The amount of pre-filing date claims ultimately allowed by the bankruptcy court related to disputed claims was materially different from the amount reflected in our consolidated financial statements.
•	Changes in our business plan precipitated by the chapter 11 bankruptcy proceedings resulted in significant charges associated with the disposition of assets.

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•	Claims in Respect of Retiree Medical Obligations. Pursuant to settlements reached with representatives of hourly and salaried retirees in early 2004:

	-	an aggregate of 11,439,900 shares of our common stock were delivered to the Union VEBA Trust and entities that prior to July 6, 2006 acquired from the Union VEBA Trust rights to receive a portion of such shares; and
	-	an aggregate of 1,940,100 shares of our common stock were delivered to the Salaried Retiree VEBA Trust and entities that prior to July 6, 2006 acquired from the Salaried Retiree VEBA Trust rights to receive a portion of such shares.

•	Priority Claims and Secured Claims. All pre-petition priority claims, pre-petition priority tax claims and pre-petition secured claims were paid in full in cash.

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•	Unsecured Claims. With respect to pre-petition unsecured claims (other than the personal injury claims specified below):

	-	all pre-petition unsecured claims of the PBGC against our Canadian subsidiaries were satisfied by the delivery of 2,160,000 shares of common stock and $2.5 million in cash; and
	-	all pre-petition general unsecured claims against us, other than our Canadian subsidiaries, including claims of the PBGC and holders of our public debt, were satisfied by the issuance of 4,460,000 shares of our common stock to a third-party disbursing agent, with such shares to be delivered to the holders of such claims in accordance with the terms of our plan of reorganization (to the extent that such claims do not constitute convenience claims that have been or will be satisfied with cash payments). Of such 4,460,000 shares of common stock, approximately 250,000 shares were being held by the third-party disbursing agent as of December 31, 2006 as a reserve pending resolution of disputed claims. To the extent a holder of a disputed claim is not entitled to shares reserved in respect of such claim, such shares will be distributed to holders of allowed claims.

•

Personal Injury Claims. Certain trusts, the PI Trusts, were formed to receive distributions from us, assume responsibility from us for present and future asbestos personal injury claims, present and future silica personal injury claims, present and future coal tar pitch personal injury claims and present but not future noise-induced hearing personal injury claims, and to make payments in respect of such personal injury claims. We contributed to the PI Trusts:

	-	the rights with respect to proceeds associated with personal injury-related insurance recoveries reflected on our consolidated financial statements at June 30, 2006 as a receivable having a value of $963.3 million;
	-	$13.0 million in cash (less approximately $0.3 million advanced prior to July 6, 2006);
	-	the stock of a subsidiary whose primary asset was approximately 145 acres of real estate located in Louisiana and the rights as lessor under a lease agreement for such real property that produces modest rental income; and
	-	75% of a pre-petition general unsecured claim against one of our subsidiaries in the amount of $1,106.0 million, entitling the PI Trusts to a share of the 4,460,000 shares of common stock distributed to unsecured claimholders.

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•	Products sold for aerospace and high strength applications represented 29% of our 2005 fabricated products shipments. We offer various aluminum fabricated products to service aerospace and high strength customers, including heat treat plate and sheet products, as well as cold finish bars and seamless drawn tubes. Heat treated products are distinguished from common alloy products by higher strength, fracture toughness and other desired product attributes.
•	Products sold for general engineering applications represented 44% of our 2005 fabricated products shipments. This market consists primarily of transportation and industrial end customers who purchase a variety of extruded, drawn and forged fabricated products through large North American distributors.
•	Products sold for custom automotive and industrial applications represented 27% of 2005 fabricated products shipments. These products include custom extruded, drawn and forged aluminum products for a variety of applications. While we are capable of producing forged products for most end-use applications, we concentrate our efforts on meeting demand for forged products, other than wheels, in the automotive industry.

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Global Commercial Aircraft Build > 50 Seats		U.S. Index of Industrial Production Seasonally Adjusted

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•	Plate (0.025 inch or more)— Plate is used in heavy duty aerospace, machinery and transportation applications. Plate applications include structural sections for rail cars and large ships, structural components and skins of jumbo jets and spacecraft fuel tanks as well as armor protection for military vehicles.
•	Sheet (0.006 to 0.0249 inch)— Sheet is the most widely used form of aluminum. Sheet applications include packaging (beverage cans and closures), home appliances and cookware, automobile panels, aircraft skins and building products such as siding, roofing and awnings.
•	Foil (less than 0.006 inch)— Foil is the thinnest of the flat-rolled aluminum products. Foil applications include flexible packaging, household foil and fin stock for air conditioning, industrial and automotive applications.

•	Rods and Bars— Rods and bars are used in aerospace and general machinery applications. Examples include rivets, screws, bolts and machinery parts.
•	Pipes and Tubes— Pipes and tubes are used in aerospace, automotive, building and construction and consumer durable applications. Examples include automotive drive shafts, fluid circulation and control systems for air conditioning, hydraulics and irrigation, and light poles.
•	Profiles (or “shapes”)— Profiles are used in automotive, consumer durable and building and construction applications. Examples include truck trailers, automobile bumpers, heat distribution systems (heat sinks), doors, windows, commercial building facades, ladders and scaffolds.

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•	Leading market positions in value-added niche markets for fabricated products. We have repositioned our business to concentrate on products in which we believe we have strong

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	production capability, well-developed technical expertise and high product quality. We believe that we hold a leading market share position in niche markets that represented approximately 85% of our 2005 net sales from fabricated aluminum products. Our leading market position extends throughout our broad product offering, including plate, sheet, seamless extruded and drawn tube, rod, bar, extrusions and forgings for use in a variety of value-added aerospace, general engineering and custom automotive and industrial applications.
•	Well-positioned growth platform. We have substantial organic growth opportunities in the production of aluminum plate, extrusions and forgings. We are in the midst of a $105 million expansion of our Trentwood facility that will allow us to significantly increase production capacity and enable us to produce thicker gauge aluminum plate. We also have the ability to add presses and other manufacturing equipment at several of our current facilities in order to increase extrusion and forging capacity. Additionally, we believe our platform and financial strength provide us with flexibility to create additional stockholder value through selective acquisitions.
•	Supplier of choice. We pursue “best-in-class” customer satisfaction through the consistent, on-time delivery of high quality products on short lead times. We offer our customers a portfolio of both highly engineered and industry standard products that is unmatched in breadth and depth by most of our competitors. Our continuous improvement culture is grounded in our production system, the Kaiser Production System, which involves an integrated utilization of application and advanced process engineering and business improvement methodologies such as lean enterprise, total productive maintenance and six sigma. We believe that our broad product portfolio of highly engineered products and the Kaiser Production System, together with our established record of product innovation, will allow us to remain the supplier of choice for our customers and further enhance our competitive position.
•	Blue-chip customer base and diverse end markets. Our fabricated products customers include leading aerospace companies, automotive suppliers and metal distributors, such as A.M. Castle-Raytheon, Airbus Industrie, Boeing, Bombardier, Eclipse Aviation, Reliance Steel & Aluminum and Transtar-Lockheed Martin. We have long-term relationships with our top customers, many of which we have served for decades. Our customer base spans a variety of end markets, including aerospace and defense, automotive, consumer durables, machinery and equipment, and electrical.
•	Financial strength. We have little debt and significant liquidity as a result of our recent chapter 11 bankruptcy reorganization. We also have net operating loss carry-forwards and other significant tax attributes that may reduce our future cash payments of U.S. income tax. We previously disclosed our belief that these tax attributes could together offset in the range of $550 to $900 million of otherwise taxable income, and we currently anticipate that, upon completion of our 2006 income tax return analysis, the amount of our tax attributes as of December 31, 2006 will likely be in the upper half of that range.
•	Strong and experienced management. The members of our senior management team have, on average, 20 years of industry work experience, particularly within the areas of operations, technology, marketing and finance. Our management team has repositioned our fabricated products business and led us through our recent chapter 11 bankruptcy reorganization, creating a focused business with financial and competitive strength.

•	Pursue organic growth. We will continue to utilize our manufacturing platform to increase growth in areas where we are well-positioned such as aluminum plate, forgings and extrusions. For

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	instance, we anticipate that the expansion of our Trentwood facility will enable us to significantly increase our production capacity and enable us to produce thicker gauge aluminum plate, allowing us to capitalize on the significant growth in demand for high quality heat treat aluminum plate products in the market for Aero/ HS products. Further, our well-equipped extrusion and forging facilities provide a platform to expand production as we take advantage of opportunities and our strong customer relationships in the aerospace and industrial end markets.
•	Continue to differentiate our products and provide superior customer support. As part of our ongoing supplier of choice efforts, we will continue to strive to achieve “best-in-class” customer satisfaction. We will also continue to offer a broad portfolio of differentiated, superior-quality products with high engineering content, tailored to the needs of our customers. For instance, our unique T-Form® sheet provides aerospace customers with high formability as well as requisite strength characteristics, enabling these customers to substantially lower their production costs. Additionally, we believe our Kaiser Select® Rod established a new industry benchmark for quality and performance in automatic screw applications. By continually striving for “best-in-class” customer satisfaction and offering a broad portfolio of differentiated products, we believe we will be able to maintain our premium product pricing, increase our sales to current customers and gain new customers, thereby increasing our market share.
•	Continue to enhance our operating efficiencies. During the last five years, we have significantly reduced our costs by narrowing our product focus, strategically investing in our production facilities and implementing the Kaiser Production System. We will continue to implement additional measures to enhance our operating efficiency and productivity, which we believe will further decrease our production costs.
•	Maintain financial strength. We intend to employ debt judiciously in order to remain financially strong throughout the business cycle and to maintain our flexibility to capitalize on growth opportunities.
•	Enhance our product portfolio and customer base through selective acquisitions. We may seek to grow through acquisitions and strategic partnerships. We will selectively consider acquisition opportunities that we believe will complement our product portfolio and add long-term stockholder value.

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•	Spot price. Some of our customers pay a product price that incorporates the spot price of primary aluminum in effect at the time of shipment to a customer. This pricing mechanism typically allows us to pass commodity price risk to the customer.
•	Index-based price. Some of our customers pay a product price that incorporates an index-based price for primary aluminum such as Platt’s Midwest price for primary aluminum. This pricing mechanism also typically allows us to pass commodity price risk to the customer.
•	Fixed price. Some of our customers pay a fixed price. During 2003, 2004, 2005 and the nine months ended September 30, 2006, approximately 97.6 million pounds (or approximately 26%), 119.0 million pounds (or approximately 26%), 155.0 million pounds (or approximately 32%) and 153.0 million pounds (or approximately 38%), respectively, of our fabricated products were sold at a fixed price. We bear commodity price risk on fixed-price contracts, which we normally hedge though a combination of financial derivatives and production from Anglesey.

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Location		Manufacturing process		Products
Chandler, Arizona		Drawing		Aero/HS
Greenwood, South Carolina		Forging		Custom
Jackson, Tennessee		Extrusion and drawing		Aero/HS and general engineering
London, Ontario		Extrusion		Custom
Los Angeles, California		Extrusion		General engineering and custom
Newark, Ohio		Extrusion and rolling		Aero/HS and general engineering
Richland, Washington		Extrusion		Aero/HS and general engineering
Richmond, Virginia		Extrusion and drawing		General engineering and custom
Sherman, Texas		Extrusion		Custom
Spokane, Washington		Rolling		Aero/HS and general engineering
Tulsa, Oklahoma		Extrusion		General engineering

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Location		Union		Contract expiration date
Chandler, Arizona		Non-union		NA
Greenwood, South Carolina		Non-union		NA
Jackson, Tennessee		Non-union		NA
London, Ontario		USW Canada		February 2009
Los Angeles, California		Teamsters		May 2009
Newark, Ohio		USW		September 2010
Richland, Washington		Non-union		NA
Richmond, Virginia		USW/ IAM		November 2010
Sherman, Texas		IAM		December 2007
Spokane, Washington		USW		September 2010
Tulsa, Oklahoma		USW		November 2010

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Name		Age		Position(s)
Jack A. Hockema		60		President, Chief Executive Officer and Chairman of the Board; Director
Joseph P. Bellino		56		Executive Vice President and Chief Financial Officer
John Barneson		55		Senior Vice President and Chief Administrative Officer
John M. Donnan		45		Vice President, Secretary and General Counsel
Daniel D. Maddox		46		Vice President and Controller
Daniel J. Rinkenberger		47		Vice President and Treasurer
George Becker		78		Director
Carl B. Frankel		72		Director
Teresa A. Hopp		47		Director
William F. Murdy		64		Director
Alfred E. Osborne, Jr., Ph.D.		62		Director
Georganne C. Proctor		50		Director
Jack Quinn		55		Director
Thomas M. Van Leeuwen		50		Director
Brett E. Wilcox		53		Director

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Name
		Class
Alfred E. Osborne, Jr., Ph.D.			Class I
Jack Quinn			Class I
Thomas M. Van Leeuwen			Class I
George Becker			Class II
Jack A. Hockema			Class II
Georganne C. Proctor			Class II
Brett E. Wilcox			Class II
Carl B. Frankel			Class  III
Teresa A. Hopp			Class  III
William F. Murdy			Class  III

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•	the general independence criteria;
•	the qualifications to serve as a director as set forth in any applicable corporate governance guidelines adopted by the board of directors and policies adopted by our nominating and corporate governance committee establishing criteria to be utilized by it in assessing whether a director candidate has appropriate skills and experience; and
•	any other qualifications to serve as director imposed by applicable law.

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•	establishing hiring policies for employees or former employees of the independent auditors;
•	reviewing our systems of internal accounting controls;
•	discussing risk management policies;
•	approving related-party transactions;
•	establishing procedures for complaints regarding financial statements or accounting policies; and
•	performing other duties delegated to the audit committee by the board of directors from time to time.

•	must satisfy the general independence criteria;
•	may not, other than as a member of the board of directors or a committee thereof, accept any consulting, advisory or other compensatory fee from us or our subsidiaries (other than fixed amounts of compensation under a retirement plan for prior service, provided such compensation is not contingent on continued service);
•	may not be our affiliate;
•	must not have participated in the preparation of our financial statements at any time during the three years prior to July 6, 2006; and
•	must be able to read and understand fundamental financial statements.

•	administering plans adopted by the board of directors that contemplate administration by the compensation committee, including our 2006 Equity and Performance Incentive Plan;
•	overseeing regulatory compliance with respect to compensation matters;
•	reviewing director compensation; and
•	performing other duties delegated to the compensation committee by the board of directors from time to time.

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•	evaluating stockholder recommendations for director nominations;
•	assisting in succession planning;
•	considering possible conflicts of interest of members of the board of directors and management and making recommendations to prevent, minimize or eliminate such conflicts of interests;
•	making recommendations to the board of directors regarding the appropriate size of the board of directors; and
•	performing other duties delegated to the nominating and corporate governance committee by the board of directors from time to time.

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Name		Title
Jack A. Hockema		President and Chief Executive Officer (our principal executive officer)
Joseph P. Bellino		Executive Vice President and Chief Financial Officer (our principal financial officer)
John Barneson		Senior Vice President and Chief Administrative Officer
John M. Donnan		Vice President, Secretary and General Counsel
Daniel D. Maddox		Vice President and Controller (our principal accounting officer)
Kerry A. Shiba		Former Vice President and Chief Financial Officer (our former principal financial officer)

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•	Create alignment between senior management and stockholders by rewarding senior management for the achievement of strategic goals that successfully drive our operations and enhance stockholder value;
•	Attract, motivate and retain highly experienced executives vital to our short-term and long-term success, profitability and growth;
•	Differentiate senior management rewards based on actual performance; and
•	Provide targeted compensation levels consistent with the 50th percentile of our compensation peer group, which is discussed below, for base salary, the 50th percentile for annual monetary incentives at target-level performance and between the 50th and the 65th percentile for annualized economic equity grant value of long-term incentives.

•	Balance short-term and long-term goals (approximately 50% of the chief executive officer’s target total compensation is delivered through long-term incentives, while approximately 40% of the target total compensation for the other named executive officers is delivered through long-term incentives);
•	Deliver a mix of fixed and at-risk compensation (by design, approximately 70% of the chief executive officer’s target total compensation and approximately 60% of the target total compensation for the other named executive officers is variable, i.e., at-risk, annual and long-term incentive compensation) that is directly related to stockholder value and our overall performance;
•	Provide guidelines for a compensation program that is competitive with our compensation peer group; and
•	Use equity-based awards, stock ownership guidelines and annual incentives that are linked to stockholder value and achievement of individual, business unit and corporate performance.

•	The external challenges to our ability to attract and retain strong senior management;
•	Each individual’s contributions to our overall results;
•	Our operating and financial performance compared with the targeted goals; and
•	Our size and complexity compared with companies in our compensation peer group.

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•	a two-year retention plan (which we refer to as our Chapter 11 Retention Plan) that provided semi-annual retention payments to key employees through March 31, 2004, with a significant portion of those payments to certain senior employees, including Messrs. Hockema and Barneson, being withheld and paid, subject to certain conditions relating to continued employment, in two installments — the first on the date of emergence and the second one year later, all as more fully described below (see “— Chapter 11 Retention Plan” and footnote 8 under “— Summary compensation table for 2006”);
•	a long-term incentive plan (which we refer to as our Chapter 11 Long-Term Incentive Plan) designed to provide incentives for key employees to achieve cost reductions in excess of $80 million annually, with all awards earned being withheld and paid, subject to certain conditions relating to continued employment, in two installments — the first on the date of emergence and the second one year later, all as more fully described below (see “— Long-term incentives” and footnote 2 under “— Summary compensation table for 2006”);
•	a severance plan (which we refer to as our Severance Plan) and related agreements designed to provide key employees with job security in an uncertain environment, as more fully described below

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	(see “— Employment contracts, termination of employment arrangements and change in control agreements” and “— Employment-related agreements and certain employee benefit plans — Severance Plan”);

•	change-in-control severance agreements (which we refer to as Change in Control Agreements) intended to retain key employees through any potential merger or acquisition transaction, as more fully described below (see “— Employment contracts, termination of employment arrangements and change in control agreements” and “— Employment-related agreements and certain employee benefit plans — Change in control severance agreements”); and
•	the continuance for key employees of our then-existing nonqualified, unfunded supplemental executive retirement plan (which we refer to as our Old Restoration Plan) intended to restore benefits that would be payable to participants in the Kaiser Aluminum Salaried Employees Retirement Plan, a defined benefit pension plan previously maintained by us for our salaried employees (which we refer to as our Old Pension Plan), but for legal limitations on benefit accruals and payments thereunder, as more fully described below (see “— Retirement benefits” and “— Nonqualified deferred compensation for 2006”).

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		Amount of base
		salary increase
Name		for 2006				2006 Base salary
Jack A. Hockema			—			$	730,000
Joseph P. Bellino			—			$	350,000
John Barneson		$	5,000			$	280,000
John M. Donnan			—			$	260,000
Daniel D. Maddox		$	25,000			$	225,000
Kerry A. Shiba			—			$	270,000

		Below
Name		threshold				Threshold				Target				Maximum
Jack A. Hockema			0%				34.25%				68.50%				205.50%
Joseph P. Bellino			0%				25.00%				50.00%				150.00%
John Barneson			0%				22.50%				45.00%				135.00%
John M. Donnan			0%				22.50%				45.00%				135.00%
Daniel D. Maddox			0%				16.67%				33.33%				100.00%

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						Percentage of
		Number of shares				outstanding
Name		restricted stock				shares
Jack A. Hockema			185,000				.90%
Joseph P. Bellino			15,000				.07%
John Barneson			48,000				.23%
John M. Donnan			45,000				.22%
Daniel D. Maddox			11,334				.06%

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		Balance transferred
		to the New
Name		Restoration Plan
Jack A. Hockema		$964,718
John Barneson		$887,366
John M. Donnan		$54,851
Daniel D. Maddox		$41,416

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														Change in
														pension
														value and
														nonqualified
										Non-equity				deferred
Name and principal						Stock				incentive plan				compensation				All other
position		Year		Salary		awards(1)				compensation(2)(3)				earnings(4)				compensation				Total
Jack A. Hockema		2006		$730,000		$	1,301,167			$	1,649,440	(5)		$	8,403			$	539,556	(6)(7)(8)(9)		$	4,228,566
President, Chief Executive Officer and Chairman of the Board
Joseph P. Bellino		2006		$220,018		$	105,500				—	(5)			—			$	39,119	(6)(7)(10)		$	364,637
Executive Vice President and Chief Financial Officer
John Barneson		2006		$278,750		$	337,600			$	346,938	(5)		$	5,020			$	191,942	(6)(7)(8)(11)		$	1,160,250
Senior Vice President and Chief Administrative Officer
John M. Donnan		2006		$260,000		$	316,500			$	104,554	(5)		$	(603	)		$	41,897	(6)(7)(12)		$	722,348
Vice President, Secretary and General Counsel
Daniel D. Maddox		2006		$222,917		$	318,863			$	114,043	(5)		$	(256	)		$	36,971	(6)(7)(13)		$	692,538
Vice President and Controller
Kerry A. Shiba		2006		$17,386			—			$	253,511	(5)		$	884			$	433,646	(6)(14)		$	705,427
Vice President and Chief Financial Officer

(1)

Reflects the value of restricted stock awards granted to our named executive officers under our Equity Incentive Plan on July 6, 2006 in connection with our emergence from chapter 11 bankruptcy based on the compensation cost of the award with respect to our 2006 fiscal year computed in accordance with Financial Accounting Standards Board Statement of Financial Accounting Standards No. 123 (revised 2004), Share-Based Payment, which we refer to as SFAS No. 123-R, but excluding any impact of assumed forfeiture rates. The number of shares of restricted stock received by our named executive officers pursuant to such awards was as follows: Mr. Hockema, 185,000; Mr. Bellino, 15,000; Mr. Barneson, 48,000; Mr. Donnan, 45,000; and Mr. Maddox, 11,334. The table reflects the expense recognized for each named

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	executive officer (other than Messrs. Maddox and Shiba) for the six-month portion of the three-year vesting period for the restricted stock extending from our emergence date through December 31, 2006, computed in accordance with SFAS No. 123-R, but excluding any impact of assumed forfeiture rates, based on (a) a per share value at emergence of $42.20 and (b) the total number of shares of restricted stock received by the named executive officer. The table reflects the expense recognized for Mr. Maddox computed in accordance with SFAS No. 123-R, but excluding any impact of assumed forfeiture rates, based on (a) a per share value at emergence of $42.20, (b) the total number of shares of restricted stock received by him, (c) the assumptions that his employment will terminate and that his shares of restricted stock will vest on March 31, 2007, and (d) the six- month portion of the assumed nine-month vesting period for his restricted stock extending from our emergence date through December 31, 2006. Mr. Shiba, who resigned effective January 23, 2006, did not receive a restricted stock award.
(2)	Reflects payments under our Chapter 11 Long-Term Incentive Plan, pursuant to which key management employees accrued cash awards based on our attainment of sustained cost reductions above $80 million annually for the four and one-half year period from 2002 through our emergence from chapter 11 bankruptcy on July 6, 2006.
(3)	Does not reflect earnings under our 2006 Short-Term Incentive Plan, pursuant to which key management employees earned cash awards based on the financial and safety performance of our fabricated products business unit, the performance of the particular business unit to which the employee was assigned and individual performance objectives, because earnings under our 2006 Short-Term Incentive Plan are not presently calculable. Amounts earned by Messrs. Hockema, Bellino, Barneson, Donnan and Maddox under our 2006 Short-Term Incentive Plan are expected to be determined in March 2007, at which time they will be disclosed by us in a Current Report on Form 8-K filed with the SEC. As indicated above, although 2006 results are not yet available, based on our results through the third quarter, we currently estimate that the 2006 award multiple will be between 1.5 and 2.5 of the target percentage or award and, accordingly, that individual awards will be between 1.5 and 2.5 times an individual’s incentive target percentage or award, before taking into account any adjustments for individual performance and applicable modifiers. Mr. Shiba, who resigned effective January 23, 2006, did not participate in our 2006 Short-Term Incentive Plan.
(4)	Reflects the aggregate change in actuarial present value of the named executive officer’s accumulated benefit under our Old Pension Plan during 2006 calculated by (a) assuming mortality according to the RP-2000 Combined Health Mortality table published by the Society of Actuaries and (b) applying a discount rate of 5.50% per annum to determine the actuarial present value of the accumulated benefit at December 31, 2005 and a discount rate of 5.75% per annum to determine the actuarial present value of the accumulated benefit at December 31, 2006. Effective December 17, 2003, the PBGC terminated and effectively assumed responsibility for making benefit payments in respect of our Old Pension Plan, whereupon all benefit accruals under the Old Pension Plan ceased and benefits available thereunder to certain salaried employees, including Messrs. Hockema and Barneson, were significantly reduced due to the limitations on benefits payable by the PBGC. Above-market or preferential earnings are not available under our New Restoration Plan, which is our only plan or arrangement pursuant to which compensation may be deferred on a basis that is not tax-qualified, or any of our other benefit plans.
(5)	Reflects amounts paid under our Chapter 11 Long-Term Incentive Plan in 2006. For each of Messrs. Hockema, Barneson, Donnan and Maddox, these amounts represent approximately one-half of the total amounts accrued under our Chapter 11 Long-Term Incentive Plan during the four and one-half year period from 2002 through our emergence from chapter 11 bankruptcy on July 6, 2006; for Mr. Shiba, the amount represents the total amount accrued. The total amounts accrued under our Chapter 11 Long-Term Incentive Plan during the four and one-half year period for Messrs. Hockema, Barneson, Donnan and Maddox were as follows: Mr. Hockema, $3,298,880; Mr. Barneson, $693,876; Mr. Donnan, $208,575; and Mr. Maddox, $227,228.

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	Individual amounts accrued by year for Messrs. Hockema, Barneson, Donnan and Maddox were as follows: Mr. Hockema, $2,324,557 in 2002 and 2003, $918,818 in 2004, ($240,819) in 2005 and $296,324 in 2006; Mr. Barneson, $466,534 in 2002 and 2003, $214,391 in 2004, ($56,191) in 2005 and $69,142 in 2006; Mr. Donnan, $146,045 in 2002 and 2003, $55,129 in 2004, ($32,109) in 2005 and $39,510 in 2006; and Mr. Maddox, $162,274 in 2002 and 2003, $61,255 in 2004, ($16,055) in 2005 and $19,755 in 2006. Annual awards during this period were approximately 81% of target in 2002 and 2003; 61% of target in 2004; (16%) of target in 2005; and 40% of target in 2006, with an average award of approximately 55% of target over the four and one-half year period. For each of Messrs. Hockema, Barneson, Donnan and Maddox, the 2006 payments under our Chapter 11 Long-Term Incentive Plan were made in August 2006 following our emergence and the remaining portion of the total amount (subject to adjustment in accordance with the terms of the Chapter 11 Long-Term Incentive Plan) will be paid on July 6, 2007 unless he is terminated for cause or voluntarily terminates his employment prior to that date. For Mr. Shiba, pursuant to the terms of a release entered into between him and us in connection with his resignation, the total was paid in early 2006. Mr. Bellino, who joined us in May 2006, did not participate in our Chapter 11 Long-Term Incentive Plan.
(6)	Includes contributions made by us under our Savings Plan, as follows: Mr. Hockema, $22,883; Mr. Barneson, $24,225; Mr. Donnan, $21,133; and Mr. Maddox, $20,240. We did not make contributions under our Savings Plan to Mr. Shiba, who resigned effective January 23, 2006, or Mr. Bellino, who joined us in May 2006.
(7)	Includes contributions made by us under our New Restoration Plan which is intended to restore the benefit of contributions that we would have otherwise paid to participants under our Savings Plan but for limitations imposed by the Internal Revenue Code, as follows: Mr. Hockema, $105,037; Mr. Barneson, $27,873; Mr. Donnan, $9,809; and Mr. Maddox, $5,579. Mr. Shiba, who resigned effective January 23, 2006, and Mr. Bellino, who joined us in May 2006, did not participate in our New Restoration Plan.
(8)	Includes amounts paid to Messrs. Hockema and Barneson under our Chapter 11 Retention Plan in 2006 as follows: Mr. Hockema, $365,000; and Mr. Barneson, $125,000. For each of Messrs. Hockema and Barneson, these amounts represent approximately one-half of the total retention payments withheld from Messrs. Hockema and Barneson under the Chapter 11 Retention Plan. The total amounts withheld from Messrs. Hockema and Barneson were as follows: Mr. Hockema, $730,000; and Mr. Barneson, $250,000. The 2006 payments under our Chapter 11 Retention Plan were made in August 2006 following our emergence from chapter 11 bankruptcy and the remaining portion of the total amount withheld from each of Messrs. Hockema and Barneson will be paid on July 6, 2007 unless he is terminated for cause or voluntarily terminates his employment prior to that date.
(9)	Includes the cost to us of perquisites and other personal benefits for Mr. Hockema as follows: club membership dues, $6,875; legal fees and expenses incurred by Mr. Hockema in connection with the negotiation and consummation of his employment agreement with us, $25,191; and vehicle allowance, $14,570.

(10)	Includes the cost to us of perquisites and other personal benefits for Mr. Bellino as follows: club membership dues, $3,040; housing and other expenses associated with his relocation to California, $27,840; and vehicle allowance, $8,239.
(11)	Includes the cost to us of perquisites and other personal benefits for Mr. Barneson as follows: club membership dues, $4,385; and vehicle allowance, $10,459.
(12)	Includes the cost to us of perquisites and other personal benefits for Mr. Donnan as follows: vehicle allowance, $10,955.
(13)	Includes the cost to us of perquisites and other benefits for Mr. Maddox as follows: vehicle allowance, $11,152.
(14)	Includes $431,777 paid or accrued to Mr. Shiba pursuant to the release entered into between him and us in connection with his resignation (exclusive of amounts earned by him under our Chapter 11 Long-Term Incentive Plan (see Note 4 above) and amounts referred to in the next

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	sentence). Also includes the cost to us of perquisites and other personal benefits for Mr. Shiba as follows: club membership dues, $1,210; and vehicle allowance, $659.

						Estimated future payouts under												All other stock
						non-equity incentive plan awards(1)												awards: number				Grant date fair
																		of shares of				value of stock
						Threshold				Target				Maximum				stock or units(2)				awards(3)
Name		Grant date				($)				($)				($)				(#)				($)
Jack A. Hockema			—			$	250,025			$	500,050			$	1,500,150				—
			7/6/06				—				—				—				185,000			$	7,807,000
Joseph P. Bellino			—			$	87,500			$	175,000			$	525,000				—
			7/6/06				—				—				—				15,000			$	633,000
John Barneson			—			$	63,000			$	126,000			$	378,000				—
			7/6/06				—				—				—				48,000			$	2,025,600
John M. Donnan			—			$	58,500			$	117,000			$	351,000				—
			7/6/06				—				—				—				45,000			$	1,899,000
Daniel D. Maddox			—			$	37,500			$	75,000			$	225,000				—
			7/6/06				—				—				—				11,334			$	478,295
Kerry A. Shiba			—				—				—				—				—				—

(1)	Reflects the threshold, target and maximum award amounts under our 2006 Short-Term Incentive Plan for our named executive officers. No awards are available below the threshold performance level. Mr. Shiba, who resigned effective January 23, 2006, did not participate in our 2006 Short-Term Incentive Plan. Under our 2006 Short-Term Incentive Plan, participants may receive a cash incentive award between one-half and three times the participant’s target award amount. As indicated above, although 2006 results are not yet available, based on our results through the third quarter, we currently estimate that the 2006 award multiple will be between 1.5 and 2.5 of the target percentage or award and, accordingly, that individual awards will be between 1.5 and 2.5 times an individual’s incentive target percentage or award, before taking into account any adjustments for individual performance and applicable modifiers.
(2)	Reflects the number of shares of restricted stock received by our named executive officers pursuant to awards granted under our Equity Incentive Plan on July 6, 2006 in connection with our emergence from chapter 11 bankruptcy. The restrictions on all such shares will lapse on July 6, 2009 or earlier if the named executive officer’s employment terminates as a result of death or disability, the named executive officer’s employment is terminated by us without cause, the named executive officer’s employment is voluntarily terminated by him for good reason or if there is a change in control or, in the case of Mr. Maddox, his employment is terminated (other than by us for cause) upon the conclusion of his employment agreement. Mr. Shiba, who resigned effective January 23, 2006, did not receive a restricted stock award.

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(3)	The grant date fair value of the restricted stock awards reflected in this table is computed in accordance with SFAS No. 123-R, but excluding any impact of assumed forfeiture rates, based on (a) a per share value at our emergence from chapter 11 bankruptcy of $42.20 and (b) the total number of shares of restricted stock awarded.

•	base salary earned through the date of such termination;
•	except in the case of a termination by us for cause or by him other than for good reason, earned but unpaid incentive awards;
•	accrued but unpaid vacation;
•	benefits under our employment benefit plans to the extent vested and not forfeited on the date of such termination; and
•	benefit continuation and conversion rights to the extent provided under our employment benefit plans.

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•	base salary earned through the date of such termination;
•	except in the case of a termination by us for cause or by him other than for good reason, earned but unpaid incentive awards;
•	accrued but unpaid vacation;
•	benefits under our employment benefit plans to the extent vested and not forfeited on the date of such termination; and
•	benefit continuation and conversion rights to the extent provided under our employment benefit plans.

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•	the participant receives severance compensation or welfare benefit continuation pursuant to a Change in Control Agreement (described below);
•	the participant’s employment is terminated other than by us without cause or by the participant for good reason; or
•	the participant declines to sign, or subsequently revokes, a designated form of release.

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•	the participant receives severance compensation or welfare benefit continuation pursuant to the Severance Plan or any other prior agreement;
•	the participant’s employment is terminated other than by us without cause or by the participant for good reason; or
•	the participant declines to sign, or subsequently revokes, a designated form of release.

•	three times (for Mr. Barneson) or two times (for Messrs. Donnan and Maddox) the sum of his base pay and most recent short-term incentive target;
•	a pro-rated portion of his short-term incentive target for the year of termination; and

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•	a pro-rated portion of his long-term incentive target in effect for the year of his termination, provided that such target was achieved.

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•	the fabricated products business unit’s EBITDA;
•	the fabricated products business unit’s safety performance as measured by total case incident rate;
•	performance of the particular business to which a participant is assigned; and
•	individual performance objectives.

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•	For our employees who were employed with us on or before January 1, 2004, we contribute in a range from 2% to 10% of the employee’s compensation, based upon the sum of the employee’s age and years of continuous service as of January 1, 2004; and
•	For our employees who were first employed with us after January 1, 2004, we contribute 2% of the employee’s compensation.

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		Stock Awards
		Number of shares or units of				Market value of shares or units of
		stock that have not vested(1)				stock that have not vested(2)
Name		(#)				($)
Jack A. Hockema			185,000			$	10,356,300
Joseph P. Bellino			15,000			$	839,700
John Barneson			48,000			$	2,687,040
John M. Donnan			45,000			$	2,519,100
Daniel D. Maddox			11,334			$	634,477
Kerry A. Shiba			—				—

(1)	Reflects the number of shares of restricted stock received by our named executive officers pursuant to awards granted under our Equity Incentive Plan on July 6, 2006 in connection with our emergence from chapter 11 bankruptcy. The restrictions on all such shares will lapse on July 6, 2009 or earlier if the named executive officer’s employment terminates as a result of death or disability (or, in the case of Messrs. Hockema and Bellino, retirement), the named executive officer’s employment is terminated by us without cause, the named executive officer’s employment is voluntarily terminated by him for good reason or if there is a change in control or, in the case of Mr. Maddox, his employment is terminated (other than by us for cause) upon the conclusion of his employment agreement. Mr. Shiba, who resigned effective January 23, 2006, did not receive a restricted stock award.
(2)	Reflects the aggregate market value of the shares of restricted stock determined based on a per share price of $55.98, the reported closing price for our common stock on the Nasdaq Global Market on December 29, 2006, which was the last trading day of 2006.

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										Present value of
						Number of years				accumulated
						credited service				benefit(1)
Name		Plan name				(#)				($)
Jack A. Hockema			Kaiser Aluminum Salaried
			Employees Retirement Plan				11.92			$	293,262
John Barneson			Kaiser Aluminum Salaried
			Employees Retirement Plan				28.83			$	269,372
John M. Donnan			Kaiser Aluminum Salaried
			Employees Retirement Plan				10.25			$	129,390
Daniel D. Maddox			Kaiser Aluminum Salaried
			Employees Retirement Plan				7.58			$	94,867
Kerry A. Shiba			Kaiser Aluminum Salaried
			Employees Retirement Plan				5.58			$	91,016

(1)	Reflects the actuarial present value of the named executive officer’s accumulated benefit under our Old Pension Plan at December 31, 2006 determined (a) assuming mortality according to the RP-2000 Combined Health Mortality Table published by the Society of Actuaries and (b) applying a discount rate of 5.75% per annum.

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		Registrant				Aggregate				Aggregate
		contributions				earnings in				balance at
Name		in last FY(1)				last FY(2)				last FYE(3)
Jack A. Hockema		$	105,037			$	26,051			$	1,095,806
Joseph P. Bellino			—				—				—
John Barneson		$	27,873			$	19,102			$	934,341
John M. Donnan		$	9,809			$	7,359			$	72,018
Daniel D. Maddox		$	5,579			$	1,144			$	48,140
Kerry A. Shiba			—				—				—

(1)	In each case, 100% of such amount is included in the “All Other Compensation” column of the summary compensation table above. See “—Summary Compensation table for 2006.”
(2)	Amounts included in this column do not include above-market or preferential earnings (of which there were none) and, accordingly, such amount is not included in the “Change in Pension Value and Nonqualified Deferred Compensation Earnings” column of the summary compensation table above. See “—Summary Compensation table for 2006.”
(3)	Includes amounts accrued under the Old Restoration Plan and transferred to accounts under the New Restoration Plan upon its adoption in connection with our emergence from chapter 11 bankruptcy, as follows: Mr. Hockema, $964,718; Mr. Barneson, $887,366; Mr. Donnan, $54,851; and Mr. Maddox, $41,416. Mr. Shiba, who resigned effective January 23, 2006, did not participate in the New Restoration Plan and, accordingly, the amount of benefits accrued to him under the Old Restoration Plan was not transferred to the New Restoration Plan. Mr. Bellino, who joined us in May 2006, did not participate in the New Restoration Plan in 2006.

•	If our matching contributions to a participant under the Savings Plan are limited in any year, we will make an annual contribution to that participant’s account under the New Restoration Plan equal to the difference between:

	-	the matching contributions that we could have made to that participant’s account under the Savings Plan if the Internal Revenue Code did not impose any limitations; and
	-	the maximum contribution we could in fact make to that participant’s account under the Savings Plan in light of the limitations imposed by the Internal Revenue Code.

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	A participant is required to be making elective contributions under our Savings Plan on the first day of the year in order to receive a matching contribution from us under our New Restoration Plan for that year. However, matching contributions under the New Restoration Plan are calculated as though the participant elected to make the maximum permissible elective contributions under the Savings Plan sufficient to receive the maximum matching contribution from us under the Savings Plan, without regard for the participant’s actual elective contributions. Participants are immediately vested 100% in our matching contributions to the New Restoration Plan.
•	Annual fixed-rate contributions to the participant’s account under the New Restoration Plan are made in an amount equal to between 2% and 10% of the participant’s excess compensation, as defined in Section 401(a)(17) of the Internal Revenue Code. The actual fixed-rate contribution percentage is determined based upon the sum of the participant’s age and years of continuous service as of January 1, 2004. If a participant is first employed with us after January 1, 2004, the fixed-rate contribution percentage is 2%. A participant is required to be employed on the last day of the year in order to receive the fixed-rate contribution. Further, to the extent that fixed-rate contributions to a participant under our Savings Plan on compensation that is not excess compensation, as defined in Internal Revenue Code Section 401(a)(17), cannot be made under the Savings Plan due to Internal Revenue Code limitations, such fixed-rate contributions will be made to such participant’s account under our New Restoration Plan. Participants are vested 100% in our fixed-rate contributions to our New Restoration Plan after five years of service or upon retirement, death, disability or a change of control.

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•	voluntary termination by the named executive officer;
•	termination by us for cause;
•	termination by us without cause or by the named executive officer with good reason;
•	termination by us without cause or by the named executive officer with good reason following a change in control;
•	termination at normal retirement;
•	termination as a result of disability; or
•	termination as a result of death.

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JACK A. HOCKEMA
			Circumstances of Termination
															Termination
															by us without
											Termination				cause or by
											by us without				the named
											cause or by				executive
			Voluntary								the named				officer with
			termination								executive				good reason
			by named				Termination				officer with				following a				Normal
Payments and benefits			executive officer				by us for cause				good reason				change in control				retirement				Disability				Death
Payment of earned but unpaid:
	Base salary(1)			—				—				—				—				—				—				—
	Long-term incentive(2)			—				—			$	1,649,440			$	1,649,440			$	1,649,440			$	1,649,440			$	1,649,440
	Short-term incentive(3)			—				—			$	497,310			$	497,310			$	497,310			$	497,310			$	497,310
	Retention payment(4)			—				—			$	365,000			$	365,000			$	365,000			$	365,000			$	365,000
	Vacation(5)		$	56,154			$	56,154			$	56,154			$	56,154			$	56,154			$	56,154			$	56,154
Other benefits:
	Lump-sum payment			—				—			$	2,460,100	(6)		$	3,690,150	(7)			—				—				—
	Healthcare benefits			—				—			$	29,880	(8)		$	45,474	(8)			—				—				—
	Disability benefits			—				—			$	13,450	(9)		$	18,212	(9)			—			$	710,856	(10)			—
	Life insurance			—				—				—	(11)			—	(11)			—				—			$	50,000	(12)
	Perquisites and other personal benefits			—				—				—				—				—				—				—
	Tax gross-up(13)			—				—				—			$	4,393,426				—				—				—
Acceleration of stock awards:
	Market value of stock vesting on termination(14)			—				—			$	10,356,300			$	10,356,300			$	10,356,300			$	10,356,300			$	10,356,300
Distribution of New Restoration Plan balance:
	Amount of distribution (15)		$	1,095,806			$	—			$	1,095,806			$	1,095,806			$	1,095,806			$	1, 095,806			$	1,095,806
Total			$	1,151,960			$	56,154			$	16,523,440			$	22,167,272			$	14,020,010			$	14,730,866			$	14,070,010

(1)	Assumes that there is no earned but unpaid base salary at the time of termination.
(2)	Under our Chapter 11 Long-Term Incentive Plan, we must pay Mr. Hockema or his estate the remaining portion of the total amount accrued by Mr. Hockema thereunder on July 6, 2007 unless he is terminated by us for cause or he voluntarily terminates his employment (other than at normal retirement) prior to that date. The $1,649,440 amount reflected in the table is based on computations made in connection with the 2006 payments under the Chapter 11 Long-Term Incentive Plan and assumes no decrease in the number of plan participants or adjustment to the cost reduction pool prior to July 6, 2007.
(3)	Under our 2006 Short-Term Incentive Plan, Mr. Hockema’s target award for 2006 is $500,050, but his award can range from a threshold of $250,000 to a maximum of $1,500,150, or could be zero if the threshold performance is not achieved. The exact amount of Mr. Hockema’s award under our 2006 Short-Term Incentive Plan cannot be determined at this time. Pursuant to

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	Mr. Hockema’s employment agreement, we must pay Mr. Hockema or his estate any earned but unpaid amounts under our 2006 Short-Term Incentive Plan unless he is terminated by us for cause or he voluntarily terminates his employment other than for good reason. Under Mr. Hockema’s employment agreement, if his employment had terminated during 2006 but prior to December 31, 2006 Mr. Hockema’s target award for 2006 under our 2006 Short-Term Incentive Plan would have been prorated for the actual number of days of Mr. Hockema’s employment in 2006 and Mr. Hockema would have been entitled to payment of such amount, without any increase or reduction that would normally be considered with his award, unless his employment had been terminated by us for cause or had been voluntarily terminated by him other than for good reason; accordingly, assuming his employment had terminated on December 29, 2006, the last business day of 2006, we would have been obligated to pay Mr. Hockema $497,310 unless his employment had been terminated by us for cause or had been voluntarily terminated by him other than for good reason. Under Mr. Hockema’s employment agreement, if his employment had terminated on December 31, 2006, the last day of our 2006 fiscal year, Mr. Hockema would have been entitled to full payment of his award under the 2006 Short-Term Incentive Plan unless his employment had been terminated by us for cause or had been voluntarily terminated by him other than for good reason. Solely for purposes of this note, we estimate that Mr. Hockema’s award under our 2006 Short-Term Incentive Plan will be between $750,075 and $1,250,125 (with a midpoint of $1,000,000), before taking into account any adjustments for individual performance or applicable modifiers. We believe this is a reasonable estimate of the potential range of Mr. Hockema’s award based on our results through the third quarter of 2006.
(4)	Under our Chapter 11 Retention Plan, we must pay Mr. Hockema or his estate $365,000 on July 6, 2007 unless his employment is terminated by us for cause or is voluntarily terminated by him (other than at normal retirement) prior to that date.
(5)	Assumes that Mr. Hockema used all of his 2006 vacation and that he has four weeks of accrued vacation for 2007.
(6)	Under Mr. Hockema’s employment agreement, if Mr. Hockema’s employment is terminated by us without cause or is voluntarily terminated by him for good reason, we must make a lump-sum payment to Mr. Hockema in an amount equal to two times the sum of his base salary and target annual bonus opportunity for the fiscal year in which such termination occurs.
(7)	Under Mr. Hockema’s employment agreement, if Mr. Hockema’s employment is terminated by us without cause or is voluntarily terminated by him for good reason within two years following a change in control, we must make a lump-sum payment to Mr. Hockema in an amount equal to three times the sum of his base salary and target annual bonus.
(8)	Under Mr. Hockema’s employment agreement, if Mr. Hockema’s employment is terminated by us without cause or is voluntarily terminated by him for good reason, we must continue his medical and dental benefits for two years, or, if such termination occurs within two years following a change in control, three years, commencing on the date of such termination. The table reflects the present value of such medical and dental benefits at December 29, 2006 determined (a) assuming family coverage in a point of service medical plan and a basic dental plan, (b) based on current COBRA coverage rates for 2007 and assuming a 9% increase in the cost of medical coverage for 2008 as compared to 2007, an 8.5% increase in the cost of medical coverage for 2009 as compared to 2008 and a 6% increase in the cost of dental coverage for 2008 as compared to 2007 and for 2009 as compared to 2008, (c) assuming Mr. Hockema pays premiums for such coverage throughout the applicable benefit continuation period in the same manner as if he were an active employee, and (d) applying a discount rate of 5.75% per annum.
(9)	Under Mr. Hockema’s employment agreement, if Mr. Hockema’s employment is terminated by us without cause or is voluntarily terminated by him for good reason, we must continue his disability benefits for two years, or, if such termination occurs within two years following a change in control, three years, commencing on the date of such termination. The table reflects

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the present value of such disability benefits at December 29, 2006 determined (a) based on our current costs of providing such benefits and assuming such costs do not increase during the applicable benefit continuation period, (b) assuming we pay such costs throughout the applicable benefit continuation period in the same manner as we currently pay such costs, (c) assuming mortality according to the RP-2000 Combined Health mortality table published by the Society of Actuaries, and (d) applying a discount rate of 5.75% per annum.

(10)	Reflects the actuarial present value of Mr. Hockema’s disability benefits at December 29, 2006 determined (a) assuming full disability at December 29, 2006, (b) assuming mortality according to the RP-2000 Disabled Retiree mortality table published by the Society of Actuaries, and (c) applying a discount rate of 5.75% per annum.
(11)	Under Mr. Hockema’s employment agreement, if Mr. Hockema’s employment is terminated by us without cause or is voluntarily terminated by him for good reason, we must continue his life insurance benefits for two years, or, if such termination occurs within two years following a change in control, three years, commencing on the date of such termination. Mr. Hockema has declined life insurance coverage beyond the $50,000 death benefit payable by us upon his death under our employment policies for salaried employees. Accordingly, continuing Mr. Hockema’s life insurance benefits for the applicable benefit continuation period has no cost to us except in the event of his death during such period.
(12)	Reflects the life insurance benefit payable assuming Mr. Hockema’s death occurred on December 29, 2006 other than while traveling on company-related business. We maintain a travel and accidental death policy for certain employees, including Mr. Hockema, that would provide an additional $1,000,000 death benefit payable to Mr. Hockema’s estate if his death had occurred during company-related travel.
(13)	Under Mr. Hockema’s employment agreement, if any payments to Mr. Hockema would be subject to federal excise tax by reason of being considered contingent on a change in control, we must pay to Mr. Hockema an additional amount such that, after satisfaction of all tax obligations imposed on such payments, Mr. Hockema retains an amount equal to such federal excise tax. The table reflects an estimate of the additional amount that we would have been obligated to pay Mr. Hockema if his employment had been terminated on December 29, 2006 by us without cause or by him with good reason following a change in control on such date.
(14)	Reflects the aggregate market value of the shares of restricted stock for which restrictions would lapse early due to Mr. Hockema’s termination, determined based on a per share price of $55.98, the reported closing price for our common stock on the Nasdaq Global Market on December 29, 2006, which was the last trading day of 2006. The restrictions on all shares of restricted stock currently held by Mr. Hockema will lapse on July 6, 2009 or earlier if his employment terminates as a result of his death, disability or retirement, his employment is terminated by us without cause or his employment is voluntarily terminated by him for good reason, or if there is a change in control.
(15)	Under our New Restoration Plan, Mr. Hockema is entitled to a distribution of his account balance six months following his termination, except that he will forfeit the entire amount of matching and fixed rate contributions made by us to his account if he is terminated for cause.

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JOSEPH P. BELLINO
			Circumstances of Termination
															Termination
															by us without
											Termination				cause or by
											by us without				the named
											cause or by				executive
			Voluntary								the named				officer with
			termination								executive				good reason
			by named				Termination				officer with				following a				Normal
Payments and benefits			executive officer				by us for cause				good reason				change in control				retirement				Disability				Death
Payment of earned but unpaid:
	Base salary(1)			—				—				—				—				—				—				—
	Long-term incentive(2)			—				—				—				—				—				—				—
	Short-term incentive(3)			—				—			$	174,041			$	174,041			$	174,041			$	174,041			$	174,041
	Retention payment(4)			—				—				—				—				—				—				—
	Vacation(5)		$	26,923			$	26,923			$	26,923			$	26,923			$	26,923			$	26,923			$	26,923
Other benefits:
	Lump-sum payment			—				—			$	1,050,000	(6)		$	1,575,000	(7)			—				—				—
	Healthcare benefits			—				—			$	29,880	(8)		$	45,474	(8)			—				—				—
	Disability benefits			—				—			$	14,996	(9)		$	21,951	(9)			—			$	1,057,633	(10)			—
	Life insurance			—				—				—	(11)			—	(11)			—				—			$	50,000	(12)
	Perquisites and other personal benefits			—				—				—				—				—				—				—
	Tax gross-up(13)			—				—				—			$	1,024,403				—				—				—
Acceleration of stock awards:
	Market value of stock vesting on termination(14)			—				—			$	839,700			$	839,700			$	839,700			$	839,700			$	839,700
Distribution of New Restoration Plan balance:
	Amount of distribution(15)			—				—				—				—				—				—				—
Total			$	26,923			$	26,923			$	2,135,540			$	3,707,492			$	1,040,664			$	2,098,297			$	1,090,664

(1)	Assumes that there is no earned but unpaid base salary at the time of termination.
(2)	Mr. Bellino, who joined us in May 2006, did not participate in our Chapter 11 Long-Term Incentive Plan.
(3)	Under our 2006 Short-Term Incentive Plan, Mr. Bellino’s target award for 2006 is $175,000, but his award can range from a threshold of $87,500 to a maximum of $525,000, or could be zero if the threshold performance is not achieved. The exact amount of Mr. Bellino’s award under our 2006 Short-Term Incentive Plan cannot be determined at this time. Pursuant to Mr. Bellino’s employment agreement, we must pay Mr. Bellino or his estate any earned but unpaid amounts under our 2006 Short-Term Incentive Plan unless he is terminated by us for cause or he voluntarily terminates his employment other than for good reason. Under Mr. Bellino’s employment agreement, if his employment had terminated during 2006 but prior to December 31, 2006, Mr. Bellino’s target award for 2006 under our 2006 Short-Term Incentive Plan would have been prorated for the actual number of days of Mr. Bellino’s employment in 2006 and Mr. Bellino would have been entitled to payment of such amount, without any increase or reduction that would normally be considered with his award, unless his employment had been terminated by us for cause or had been voluntarily terminated by him

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	other than for good reason; accordingly, assuming his employment had terminated on December 29, 2006, the last business day of 2006, we would have been obligated to pay Mr. Bellino $174,041 unless his employment had been terminated by us for cause or had been voluntarily terminated by him other than for good reason. Under Mr. Bellino’s employment agreement, if his employment had terminated on December 31, 2006, the last day of our 2006 fiscal year, Mr. Bellino would have been entitled to full payment of his award under the 2006 Short-Term Incentive Plan unless his employment had been terminated by us for cause or was voluntarily terminated by him other than for good reason. Solely for purposes of this note, we estimate that Mr. Bellino’s award under our 2006 Short-Term Incentive Plan will be between $262,500 and $437,500 (with a midpoint of $350,000), before taking into account any adjustments for individual performance and applicable modifiers. We believe this is a reasonable estimate of the potential range of Mr. Bellino’s award based on our results through the third quarter of 2006.
(4)	Mr. Bellino, who joined us in May 2006, did not participate in our Chapter 11 Retention Plan.
(5)	Assumes that Mr. Bellino used all of his 2006 vacation and that he has four weeks of accrued vacation for 2007.
(6)	Under Mr. Bellino’s employment agreement, if Mr. Bellino’s employment is terminated by us without cause or is voluntarily terminated by him for good reason, we must make a lump-sum payment to Mr. Bellino in an amount equal to two times the sum of his base salary and target annual bonus opportunity for the fiscal year in which such termination occurs.
(7)	Under Mr. Bellino’s employment agreement, if Mr. Bellino’s employment is terminated by us without cause or is voluntarily terminated by him for good reason within two years following a change in control, we must make a lump-sum payment to Mr. Bellino in an amount equal to three times the sum of his base salary and target annual bonus.
(8)	Under Mr. Bellino’s employment agreement, if Mr. Bellino’s employment is terminated by us without cause or is voluntarily terminated by him for good reason, we must continue his medical and dental benefits for two years, or, if such termination occurs within two years following a change in control, three years, commencing on the date of such termination. The table reflects the present value of such medical and dental benefits at December 29, 2006 determined (a) assuming family coverage in a point of service medical plan and a basic dental plan, (b) based on current COBRA coverage rates for 2007 and assuming a 9% increase in the cost of medical coverage for 2008 as compared to 2007, an 8.5% increase in the cost of medical coverage for 2009 as compared to 2008 and a 6% increase in the cost of dental coverage for 2008 as compared to 2007 and for 2009 as compared to 2008, (c) assuming Mr. Bellino pays premiums for such coverage throughout the applicable benefit continuation period in the same manner as if he were an active employee, and (d) applying a discount rate of 5.75% per annum.
(9)	Under Mr. Bellino’s employment agreement, if Mr. Bellino’s employment is terminated by us without cause or is voluntarily terminated by him for good reason, we must continue his disability benefits for two years, or, if such termination occurs within two years following a change in control, three years, commencing on the date of such termination. The table reflects the present value of such disability benefits at December 29, 2006 determined (a) based on our current costs of providing such benefits and assuming such costs do not increase during the applicable benefit continuation period, (b) assuming we pay such costs throughout the applicable benefit continuation period in the same manner as we currently pay such costs, (c) assuming mortality according to the RP-2000 Combined Health mortality table published by the Society of Actuaries, and (d) applying a discount rate of 5.75% per annum.

(10)	Reflects the present value of Mr. Bellino’s disability benefits at December 29, 2006 determined (a) assuming full disability at December 29, 2006, (b) assuming mortality according to the RP-2000 Disabled Retiree mortality table published by the Society of Actuaries, and (c) applying a discount rate of 5.75% per annum.

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(11)	Under Mr. Bellino’s employment agreement, if Mr. Bellino’s employment is terminated by us without cause or is voluntarily terminated by him for good reason, we must continue his life insurance benefits for two years, or, if such termination occurs within two years following a change in control, three years, commencing on the date of such termination. Mr. Bellino has declined life insurance coverage beyond the $50,000 death benefit payable by us upon his death under our employment policies for salaried employees. Accordingly, continuing Mr. Bellino’s life insurance benefits for the applicable benefit continuation period has no cost to us except in the event of his death during such period.
(12)	Reflects the life insurance benefit payable assuming Mr. Bellino’s death occurred on December 29, 2006 other than while traveling on company-related business. We maintain a travel and accidental death policy for certain employees, including Mr. Bellino, that would provide an additional $1,000,000 death benefit payable to Mr. Bellino’s estate if his death had occurred during company- related travel.
(13)	Under Mr. Bellino’s employment agreement, if any payments to Mr. Bellino would be subject to federal excise tax by reason of being considered contingent on a change in control, we must pay to Mr. Bellino an additional amount such that, after satisfaction of all tax obligations imposed on such payments, Mr. Bellino retains an amount equal to such federal excise tax. The table reflects an estimate of the additional amount that we would have been obligated to pay Mr. Bellino if his employment had been terminated on December 29, 2006 by us without cause or by him with good reason following a change in control on such date.
(14)	Reflects the aggregate market value of the shares of restricted stock for which restrictions would lapse early due to Mr. Bellino’s termination, determined based on a per share price of $55.98, the reported closing price for our common stock on the Nasdaq Global Market on December 29, 2006, which was the last trading day of 2006. The restrictions on all shares of restricted stock currently held by Mr. Bellino will lapse on July 6, 2009 or earlier if his employment terminates as a result of his death, disability or retirement, his employment is terminated by us without cause or his employment is voluntarily terminated by him for good reason, or if there is a change in control.
(15)	Mr. Bellino, who joined us in May 2006, did not have a balance in the New Restoration Plan on December 29, 2006.

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JOHN BARNESON
			Circumstances of Termination
															Termination
															by us without
											Termination				cause or by
											by us without				the named
											cause or by				executive
			Voluntary								the named				officer with
			termination								executive				good reason
			by named				Termination				officer with				following a				Normal
Payments and benefits			executive officer				by us for cause				good reason				change in control				retirement				Disability				Death
Payment of earned but unpaid:
	Base salary(1)			—				—				—				—				—				—				—
	Long-term incentive(2)			—				—			$	346,938			$	346,938			$	346,938			$	346,938			$	346,938
	Short-term incentive(3)			—				—			$	250,619			$	125,310			$	250,619			$	250,619			$	250,619
	Retention payment(4)			—				—			$	125,000			$	125,000			$	125,000			$	125,000			$	125,000
	Vacation(5)		$	26,923			$	26,923			$	26,923			$	26,923			$	26,923			$	26,923			$	26,923
Other benefits:
	Lump-sum payment			—				—			$	560,000	(6)		$	1,218,000	(7)			—				—				—
	Healthcare benefits			—				—			$	29,880	(8)		$	45,474	(8)			—				—				—
	Disability benefits			—				—			$	11,997	(9)		$	17,561	(9)			—			$	846,107	(10)			—
	Life insurance			—				—			$	5,029	(11)		$	7,756	(11)			—				—			$	600,000	(12)
	Perquisites and other personal benefits			—				—				—			$	44,532	(13)			—				—				—
	Tax gross-up(14)			—				—				—			$	1,285,172				—				—				—
Acceleration of stock awards:
	Market value of stock vesting on termination(15)			—				—			$	2,687,040			$	2,687,040			$	2,687,040			$	2,687,040			$	2,687,040
Distribution of New Restoration Plan balance:
	Amount of distribution (16)		$	934,341				—			$	934,341			$	934,341			$	934,341			$	934,341			$	934,341
Total			$	961,264			$	26,923			$	4,977,767			$	6,864,047			$	4,370,861			$	5,216,968			$	4,970,861

(1)	Assumes that there is no earned but unpaid base salary at the time of termination.
(2)	Under our Chapter 11 Long-Term Incentive Plan, we must pay Mr. Barneson or his estate the remaining portion of the total amount accrued by Mr. Barneson thereunder on July 6, 2007 unless he is terminated by us for cause or he voluntarily terminates his employment (other than at normal retirement) prior to that date. The $346,938 amount reflected in the table is based on computations made in connection with the 2006 payments under the Chapter 11 Long-Term Incentive Plan and assumes no decrease in the number of plan participants or adjustments to the cost reduction pool prior to July 6, 2007.
(3)	Under our 2006 Short-Term Incentive Plan, Mr. Barneson’s target award for 2006 is $126,000, but his award can range from a threshold of $63,000 to a maximum of $378,000, or could be zero if the threshold performance is not achieved. The exact amount cannot be determined at this time. Under the 2006 Short-Term Incentive Plan, in general, Mr. Barneson would have forfeited his award if he had voluntarily terminated his employment other than for good reason prior to December 31, 2006 or if he had been terminated by us for cause. However,

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	Mr. Barneson would have been entitled to a pro rata award under the 2006 Short-Term Incentive Plan if his employment had terminated during 2006 but prior to December 31, 2006 and his employment had been terminated as a result of death, disability, normal retirement or full early retirement (position elimination), had been involuntarily terminated by us without cause or had been voluntarily terminated by him for good reason. Solely for purposes of this note, we estimate that Mr. Barneson’s award under our 2006 Short-Term Incentive Plan will be between $189,000 and $315,000 (with a midpoint of $252,000), before taking into account any adjustments for individual performance or applicable modifiers. We believe this is a reasonable estimate of the potential range of Mr. Barneson’s award based on our results through third quarter of 2006. Accordingly, if Mr. Barneson’s employment had terminated on December 29, 2006, the last business day of 2006, and his employment had been terminated as a result of death, disability, normal retirement or full early retirement (position elimination), had been involuntarily terminated by us without cause or had been voluntarily terminated by him for good reason, we would have been obligated to pay Mr. Barneson $250,619 based on the midpoint of the estimated range for his award. Under Mr. Barneson’s Change in Control Agreement, if his employment had been terminated by us without cause or by him for good reason within the period commencing 90 days prior to a change in control and ending two years following a change in control and such termination occurred during 2006 other than on December 31, 2006, Mr. Barneson’s target award for 2006 under our 2006 Short-Term Incentive Plan would have been prorated for the actual number of days of Mr. Barneson’s employment in 2006 and Mr. Barneson would have been entitled to payment of such amount; accordingly, assuming his employment had been so terminated on December 29, 2006, we would have been obligated to pay Mr. Barneson $125,310. If Mr. Barneson’s employment had been terminated (other than by us for cause) on December 31, 2006, the last day of our 2006 fiscal year, Mr. Barneson would have been entitled to full payment of his award under the 2006 Short-Term Incentive Plan.
(4)	Under our Chapter 11 Retention Plan, we must pay Mr. Barneson or his estate $125,000 on July 6, 2007 unless his employment is terminated by us for cause or is voluntarily terminated by him (other than at normal retirement) prior to that date.
(5)	Assumes that Mr. Barneson used all of his 2006 vacation and that he has five weeks of accrued vacation for 2007.
(6)	Under Mr. Barneson’s Severance Agreement, if Mr. Barneson’s employment is terminated by us without cause or is voluntarily terminated by him for good reason, we must make a lump-sum payment to Mr. Barneson in an amount equal to two times his base salary.
(7)	Under Mr. Barneson’s Change in Control Agreement, if Mr. Barneson’s employment is terminated by us without cause or is voluntarily terminated by him for good reason within the period beginning 90 days prior to a change in control and ending two years following a change in control, Mr. Barneson is entitled to a lump-sum payment equal to three times the sum of his base salary and most recent short-term incentive target.
(8)	If Mr. Barneson’s employment is terminated by us without cause or is voluntarily terminated by him for good reason, we must continue his medical and dental benefits for two years under his Severance Agreement, or, if such termination occurs within the period commencing 90 days prior to a change in control and ending two years following a change in control, for three years under his Change in Control Agreement, commencing on the date of such termination. The table reflects the present value of such medical and dental benefits at December 29, 2006 determined (a) assuming family coverage in a point of service medical plan and a basic dental plan, (b) based on current COBRA coverage rates for 2007 and assuming a 9% increase in the cost of medical coverage for 2008 as compared to 2007, an 8.5% increase in the cost of medical coverage for 2009 as compared to 2008 and a 6% increase in the cost of dental coverage for

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	2008 as compared to 2007 and for 2009 as compared to 2008, (c) assuming Mr. Barneson pays premiums for such coverage throughout the applicable benefit continuation period in the same manner as if he were an active employee, and (d) applying a discount rate of 5.75% per annum.
(9)	If Mr. Barneson’s employment is terminated by us without cause or is voluntarily terminated by him for good reason, we must continue his disability benefits for two years under his Severance Agreement, or, if such termination occurs within the period commencing 90 days prior to a change in control and ending two years following a change in control, for three years under his Change in Control Agreement, commencing on the date of such termination. The table reflects the present value of such disability benefits at December 29, 2006 determined (a) based on our current costs of providing such benefits and assuming such costs do not increase during the applicable benefit continuation period, (b) assuming we pay such costs throughout the applicable benefit continuation period in the same manner as we currently pay such costs, (c) assuming mortality according to the RP-2000 Combined Health mortality table published by the Society of Actuaries, and (d) applying a discount rate of 5.75% per annum.

(10)	Reflects the present value of Mr. Barneson’s disability benefits at December 29, 2006 determined (a) assuming full disability at December 29, 2006, (b) assuming mortality according to the RP-2000 Disabled Retiree mortality table published by the Society of Actuaries, and (c) applying a discount rate of 5.75% per annum.
(11)	If Mr. Barneson’s employment is terminated by us without cause or is voluntarily terminated by him for good reason, we must continue his life insurance benefits for two years under his Severance Agreement, or, if such termination occurs within the period commencing 90 days prior to a change in control and ending two years following a change in control, for three years under his Change in Control Agreement, commencing on the date of such termination. The table reflects the present value of such life insurance benefits at December 29, 2006 determined (a) assuming his current election of the maximum available coverage, (b) based on our current cost of providing such benefits and assuming such costs do not increase during the applicable benefit continuation period, (c) assuming we pay such costs throughout the applicable benefit continuation period in the same manner as we currently pay such costs, (d) assuming Mr. Barneson pays premiums for such coverage throughout the applicable benefit continuation period in the same manner as if he were an active employee, (e) assuming mortality according to the RP-2000 Combined Health mortality table published by the Society of Actuaries, and (f) applying a discount rate of 5.75% per annum.
(12)	Reflects the life insurance benefit payable assuming Mr. Barneson’s death occurred on December 29, 2006 other than while traveling on company-related business. We maintain a travel and accidental death policy for certain employees, including Mr. Barneson, that would provide an additional $1,000,000 death benefit payable to Mr. Barneson’s estate if his death had occurred during company-related travel.
(13)	Under Mr. Barneson’s Change in Control Agreement, if Mr. Barneson’s employment is terminated by us without cause or is voluntarily terminated by him for good reason within the period commencing 90 days prior to a change in control and ending two years following a change in control, we must continue his perquisites for three years commencing on the date of such termination. The table reflects the estimated cost to us of continuing Mr. Barneson’s perquisites for such three-year period as follows: club membership dues, $13,155; and vehicle allowance, $31,377. Such amounts have been estimated by multiplying the cost of Mr. Barneson’s perquisites for 2006 by three.
(14)	Under Mr. Barneson’s Change in Control Agreement, in general, if any payments to Mr. Barneson would be subject to federal excise tax or any similar state or local tax by reason of being considered contingent on a change in control, we must pay to Mr. Barneson an

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additional amount such that, after satisfaction of all tax obligations imposed on such payments, Mr. Barneson retains an amount equal to the federal excise tax or similar state or local tax imposed on such payments. The table reflects an estimate of such additional amount that we would have been obligated to pay Mr. Barneson if his employment had been terminated on December 29, 2006 by us without cause or by him for good reason following a change in control on such date.

(15)	Reflects the aggregate market value of the shares of restricted stock for which restrictions would lapse early due to Mr. Barneson’s termination, determined based on a per share price of $55.98, the reported closing price for our common stock on the Nasdaq Global Market on December 29, 2006, which was the last trading day of 2006. The restrictions on all shares of restricted stock currently held by Mr. Barneson will lapse on July 6, 2009 or earlier if his employment terminates as a result of his death or disability, his employment is terminated by us without cause or his employment is voluntarily terminated by him for good reason, or if there is a change in control.
(16)	Under our New Restoration Plan, Mr. Barneson is entitled to a distribution of his account balance six months following his termination, except that he will forfeit the entire amount of matching and fixed rate contributions made by us to his account if he is terminated for cause.

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JOHN M. DONNAN
			Circumstances of Termination
															Termination
															by us without
											Termination				cause or by
											by us without				the named
											cause or by				executive
			Voluntary								the named				officer with
			termination								executive				good reason
			by named				Termination				officer with				following a				Normal
Payments and benefits			executive officer				by us for cause				good reason				change in control				retirement				Disability				Death
Payment of earned but unpaid:
	Base salary(1)			—				—				—				—				—				—				—
	Long-term incentive(2)			—				—			$	104,554			$	104,554			$	104,554			$	104,554			$	104,554
	Short-term incentive(3)			—				—			$	232,717			$	116,359			$	232,717			$	232,717			$	232,717
	Retention payment(4)			—				—				—				—				—				—				—
	Vacation(5)		$	20,000			$	20,000			$	20,000			$	20,000			$	20,000			$	20,000			$	20,000
Other benefits:
	Lump-sum payment			—				—			$	260,000	(6)		$	754,000	(7)			—				—				—
	Healthcare benefits			—				—			$	14,727	(8)		$	29,880	(8)			—				—				—
	Disability benefits			—				—			$	2,521	(9)		$	5,222	(9)			—			$	1,461,148	(10)			—
	Life insurance			—				—			$	943	(11)		$	1,898	(11)			—				—			$	600,000	(12)
	Perquisites and other personal benefits			—				—				—			$	21,910	(13)			—				—				—
	Tax gross-up(14)			—				—				—			$	969,722				—				—				—
Acceleration of stock awards:
	Market value of stock vesting on termination(15)			—				—			$	2,519,100			$	2,519,100			$	2,519,100			$	2,519,100			$	2,519,100
Distribution of New Restoration Plan balance:
	Amount of distribution (16)		$	72,018				—			$	72,018			$	72,018			$	72,018			$	72,018			$	72,018
Total			$	92,018			$	20,000			$	3,226,580			$	4,614,663			$	2,948,389			$	4,409,537			$	3,548,389

(1)	Assumes that there is no earned but unpaid base salary at the time of termination.
(2)	Under our Chapter 11 Long-Term Incentive Plan, we must pay Mr. Donnan or his estate the remaining portion of the total amount accrued by Mr. Donnan thereunder on July 6, 2007 unless he is terminated by us for cause or he voluntarily terminates his employment (other than at normal retirement) prior to that date. The $104,554 amount reflected in the table is based on computations made in connection with the 2006 payments under the Chapter 11 Long-Term Incentive Plan and assumes no decrease in the number of plan participants or adjustments to the cost reduction pool prior to July 6, 2007.
(3)	Under our 2006 Short-Term Incentive Plan, Mr. Donnan’s target award for 2006 is $117,000, but his award can range from a threshold of $58,500 to a maximum of $351,000, or could be zero if the threshold performance is not achieved. The exact amount cannot be determined at this time. Under the 2006 Short-Term Incentive Plan, in general, Mr. Donnan would have forfeited his award if he had voluntarily terminated his employment other than for good reason prior to December 31, 2006 or if he had been terminated by us for cause. However,

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	Mr. Donnan would have been entitled to a pro rata award under the 2006 Short-Term Incentive Plan if his employment had terminated during 2006 but prior to December 31, 2006 and his employment had been terminated as a result of death, disability, normal retirement or full early retirement (position elimination), had been involuntarily terminated by us without cause or had been voluntarily terminated by him for good reason. Solely for purposes of this note, we estimate that Mr. Donnan’s award under our 2006 Short-Term Incentive Plan will be between $175,000 and $292,500 (with a midpoint of $234,000), before taking into account any adjustment for individual performance and applicable modifiers. We believe this is a reasonable estimate of the potential range of Mr. Donnan’s award based on results through the third quarter of 2006. Accordingly, if Mr. Donnan’s employment had terminated on December 29, 2006, the last business day of 2006, and his employment had been terminated as a result of death, disability, normal retirement or full early retirement (position elimination), had been involuntarily terminated by us without cause or had been voluntarily terminated by him for good reason, we would have been obligated to pay Mr. Donnan $232,717 based on the midpoint of the estimated range for his award. Under Mr. Donnan’s Change in Control Agreement, if his employment had been terminated by us without cause or by him for good reason within the period commencing 90 days prior to a change in control and ending two years following a change in control and such termination occurred during 2006 other than on December 31, 2006, Mr. Donnan’s target award for 2006 under our 2006 Short-Term Incentive Plan would have been prorated for the actual number of days of Mr. Donnan’s employment in 2006 and Mr. Donnan would have been entitled to payment of such amount; accordingly, assuming his employment had been so terminated on December 29, 2006, we would have been obligated to pay Mr. Donnan $116,359. If Mr. Donnan’s employment had been terminated (other than by us for cause) on December 31, 2006, the last day of our 2006 fiscal year, Mr. Donnan would have been entitled to full payment of his award under the 2006 Short-Term Incentive Plan.
(4)	Mr. Donnan is not entitled to any further payments under our Chapter 11 Retention Plan.
(5)	Assumes that Mr. Donnan used all of his 2006 vacation and that he has four weeks of accrued vacation for 2007.
(6)	Under Mr. Donnan’s Severance Agreement, if Mr. Donnan’s employment is terminated by us without cause or is voluntarily terminated by him for good reason, we must make a lump-sum payment to Mr. Donnan in an amount equal to his base salary.
(7)	Under Mr. Donnan’s Change in Control Agreement, if Mr. Donnan’s employment is terminated by us without cause or is voluntarily terminated by him for good reason within the period beginning 90 days prior to a change in control and ending two years following a change in control, Mr. Donnan is entitled to a lump-sum payment equal to two times the sum of his base salary and most recent short-term incentive target.
(8)	If Mr. Donnan’s employment is terminated by us without cause or is voluntarily terminated by him for good reason, we must continue his medical and dental benefits for one year under his Severance Agreement, or, if such termination occurs within the period commencing 90 days prior to a change in control and ending two years following a change in control, for two years under his Change in Control Agreement, commencing on the date of such termination. The table reflects the present value of such medical and dental benefits at December 29, 2006 determined (a) assuming family coverage in a point of service medical plan and a basic dental plan, (b) based on current COBRA coverage rates for 2007 and assuming a 9% increase in the cost of medical coverage for 2008 as compared to 2007 and a 6% increase in the cost of dental coverage for 2008 as compared to 2007, (c) assuming Mr. Donnan pays premiums for such coverage throughout the applicable benefit continuation period in the same manner as if he were an active employee, and (d) applying a discount rate of 5.75% per annum.
(9)	If Mr. Donnan’s employment is terminated by us without cause or is voluntarily terminated by him for good reason, we must continue his disability benefits for one year under his Severance

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Agreement, or, if such termination occurs within the period commencing 90 days prior to a change in control and ending two years following a change in control, for two years under his Change in Control Agreement, commencing on the date of such termination. The table reflects the present value of such disability benefits at December 29, 2006 determined (a) based on our current costs of providing such benefits and assuming such costs do not increase during the applicable benefit continuation period, (b) assuming we pay such costs throughout the applicable benefit continuation period in the same manner as we currently pay such costs, (c) assuming mortality according to the RP-2000 Combined Health mortality table published by the Society of Actuaries, and (d) applying a discount rate of 5.75% per annum.

(10)	Reflects the actuarial present value of Mr. Donnan’s disability benefits at December 29, 2006 determined (a) assuming full disability at December 29, 2006, (b) assuming mortality according to the RP-2000 Disabled Retiree mortality table published by the Society of Actuaries, and (c) applying a discount rate of 5.75% per annum.
(11)	If Mr. Donnan’s employment is terminated by us without cause or is voluntarily terminated by him for good reason, we must continue his life insurance benefits for one year under his Severance Agreement, or, if such termination occurs within the period commencing 90 days prior to a change in control and ending two years following a change in control, for two years under his Change in Control Agreement, commencing on the date of such termination. The table reflects the present value of such life insurance benefits at December 29, 2006 determined (a) assuming his current election of the maximum available coverage, (b) based on our current costs of providing such benefits and assuming such costs do not increase during the applicable benefit continuation period, (c) assuming we pay such costs throughout the applicable benefit continuation period in the same manner as we currently pay such costs, (d) assuming Mr. Donnan pays premiums for such coverage throughout the applicable benefit continuation period in the same manner as if he were an active employee, (e) assuming mortality according to the RP-2000 Combined Health mortality table published by the Society of Actuaries, and (f) applying a discount rate of 5.75% per annum.
(12)	Reflects the life insurance benefit payable assuming Mr. Donnan’s death occurred on December 29, 2006 other than while traveling on company-related business. We maintain a travel and accidental death policy for certain employees, including Mr. Donnan, that would provide an additional $1,000,000 death benefit payable to Mr. Donnan’s estate if his death had occurred during company-related travel.
(13)	Under Mr. Donnan’s Change in Control Agreement, if Mr. Donnan’s employment is terminated by us without cause or is voluntarily terminated by him for good reason within the period commencing 90 days prior to a change in control and ending two years following a change in control, we must continue his perquisites for two years commencing on the date of such termination. The table reflects the estimated cost to us of continuing Mr. Donnan’s perquisites for such two-year period as follows: vehicle allowance, $21,910. Such amount has been estimated by multiplying the cost of Mr. Donnan’s vehicle allowance for 2006 by two.
(14)	Under Mr. Donnan’s Change in Control Agreement, in general, if any payments to Mr. Donnan would be subject to federal excise tax or any similar state or local tax by reason of being considered contingent on a change in control, we must pay to Mr. Donnan an additional amount such that, after satisfaction of all tax obligations imposed on such payments, Mr. Donnan retains an amount equal to the federal excise tax or similar state or local tax imposed on such payments. The table reflects an estimate of such additional amount that we would have been obligated to pay Mr. Donnan if his employment had been terminated on December 29, 2006 by us without cause or by him for good reason following a change in control on such date.
(15)	Reflects the aggregate market value of the shares of restricted stock for which restrictions would lapse early due to Mr. Donnan’s termination, determined based on a per share price of $55.98, the reported closing price for our common stock on the Nasdaq Global Market on

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	December 29, 2006, which was the last trading day of 2006. The restrictions on all shares of restricted stock currently held by Mr. Donnan will lapse on July 6, 2009 or earlier if his employment terminates as a result of his death or disability, his employment is terminated by us without cause or his employment is voluntarily terminated by him for good reason, or if there is a change in control.
(16)	Under our New Restoration Plan, Mr. Donnan is entitled to a distribution of his account balance six months following his termination, except that he will forfeit the entire amount of matching and fixed rate contributions made by us to his account if he is terminated for cause.

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DANIEL D. MADDOX
				Circumstances of Termination
																Termination
																by us without
																cause or by
												Termination				the named
												by us without				executive
												cause or by				officer with
				Voluntary								the named				good reason
				termination								executive				following a
				by named				Termination				officer with				change in				Normal
Payments and benefits				executive officer				by us for cause				good reason				control(1)				retirement				Disability				Death
Payment of earned but unpaid:
Base salary(2)					—				—				—				—				—				—				—
Long-term incentive(3)					—				—			$	114,043			$	114,043			$	114,043			$	114,043			$	114,043
Short-term incentive(4)					—				—			$	149,178			$	74,589			$	149,178			$	149,178			$	149,178
Retention payment(5)					—				—				—				—				—				—				—
	Vacation(6)			$	17,308			$	17,308			$	17,308			$	17,308			$	17,308			$	17,308			$	17,308
Other benefits:
Lump-sum payment					—				—			$	225,000	(7)		$	600,000	(8)			—				—				—
Healthcare benefits					—				—			$	14,727	(9)		$	29,880	(9)			—				—				—
Disability benefits					—				—			$	2,471	(10)		$	5,167	(10)			—			$	1,228,734	(11)			—
Life insurance					—				—			$	1,012	(12)		$	2,036	(12)			—				—			$	600,000	(13)
Perquisites and other personal benefits					—				—				—			$	22,304	(14)			—				—				—
	Tax gross-up	(15)			—				—				—			$	(48,924)				—				—				—
Acceleration of stock awards:
Market value of stock vesting on termination(16)					—				—			$	634,477			$	634,477			$	634,477			$	634,477			$	634,477
Distribution of New Restoration Plan balance:
Amount of distribution(17)				$	48,140				—			$	48,140			$	48,140			$	48,140			$	48,140			$	48,140
	Total			$	65,448			$	17,308			$	1,206,356			$	1,499,020			$	963,146			$	2,191,880			$	1,563,146

(1)	Under Mr. Maddox’s employment agreement, which continues until the earlier of a mutually agreed upon termination date and March 31, 2007, if his employment is terminated (other than by death or disability or by us for cause) upon the conclusion thereof, he will receive benefits under his Change in Control Agreement as if both a change in control had occurred prior to his departure and he was terminating his employment for good reason. In addition, if Mr. Maddox’s employment is terminated (other than by us for cause) upon the conclusion of his employment agreement, the restrictions on his shares of restricted stock will lapse.
(2)	Assumes that there is no earned but unpaid base salary at the time of termination.
(3)	Under our Chapter 11 Long-Term Incentive Plan, we must pay Mr. Maddox or his estate the remaining portion of the total amount accrued by Mr. Maddox thereunder on July 6, 2007 unless he is terminated by us for cause or he voluntarily terminates his employment (other than at normal retirement) prior to that date. The $114,043 amount reflected in the table is based on computations made in connection with the 2006 Chapter 11 Long-Term Incentive Plan and assumes no decrease in the number of plan participants or adjustments to the cost reduction pool prior to July 6, 2007.
(4)	Under our 2006 Short-Term Incentive Plan, Mr. Maddox’s target award for 2006 is $75,000, but his award can range from a threshold of $37,500 to a maximum of $225,000, or could be

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	zero if the threshold performance is not achieved. The exact amount cannot be determined at this time. Under the 2006 Short-Term Incentive Plan, in general, Mr. Maddox would have forfeited his award if he had voluntarily terminated his employment other than for good reason prior to December 31, 2006 or if he had been terminated by us for cause. However, Mr. Maddox would have been entitled to a pro rata award under the 2006 Short-term Incentive Plan if his employment had been terminated as a result of death, disability, normal retirement or full early retirement (position elimination), had been involuntarily terminated by us without cause or had been voluntarily terminated by him for good reason. Solely for purposes of this note, we estimate that Mr. Maddox’s award under our 2006 Short-Term Incentive Plan will be between $112,500 and $187,500 (with a midpoint of $150,000), before taking into account any adjustment for individual performance and applicable modifiers. We believe this is a reasonable estimate of the potential range of Mr. Maddox’s award based on results through the third quarter of 2006. Accordingly, if Mr. Maddox’s employment had terminated on December 29, 2006, the last business day of 2006, and his employment had been terminated as a result of death, disability, normal retirement or full early retirement (position elimination), had been involuntarily terminated by us without cause or had been voluntarily terminated by him with good reason, we would have been obligated to pay Mr. Maddox $149,178 based on the midpoint of the estimated range for award. Under Mr. Maddox’s Change in Control Agreement, if his employment had been terminated by us without cause or by him for good reason within the period commencing 90 days prior to a change in control and ending two years following a change in control and such termination occurred during 2006 other than on December 31, 2006, Mr. Maddox’s target award for 2006 under our 2006 Short-Term Incentive Plan would have been prorated for the actual number of days of Mr. Maddox’s employment in 2006 and Mr. Maddox would have been entitled to payment of such amount; accordingly, assuming his employment had been so terminated on December 29, 2006, we would have been obligated to pay Mr. Maddox $74,589. If Mr. Maddox’s employment had been terminated (other than by us for cause) on December 31, 2006, the last day of our 2006 fiscal year, Mr. Maddox would have been entitled to full payment of his award under the 2006 Short-Term Incentive Plan.
(5)	Mr. Maddox is not entitled to any further payments under our Chapter 11 Retention Plan.
(6)	Assumes that Mr. Maddox used all of his 2006 vacation and that he has four weeks of accrued vacation for 2007.
(7)	Under Mr. Maddox’s Severance Agreement, if Mr. Maddox’s employment is terminated by us without cause or is voluntarily terminated by him for good reason, we must make a lump-sum payment to Mr. Maddox in an amount equal to his base salary.
(8)	Under Mr. Maddox’s Change in Control Agreement, if Mr. Maddox’s employment is terminated by us without cause or is voluntarily terminated by him for good reason within the period beginning 90 days prior to a change in control and ending two years following a change in control, Mr. Maddox is entitled to a lump-sum payment equal to two times the sum of his base salary and most recent short-term incentive target.
(9)	If Mr. Maddox’s employment is terminated by us without cause or is voluntarily terminated by him for good reason, we must continue his medical and dental benefits for one year under his Severance Agreement, or, if such termination occurs within the period commencing 90 days prior to a change in control and ending two years following a change in control, for two years under his Change in Control Agreement, commencing on the date of such termination. The table reflects the present value of such medical and dental benefits at December 29, 2006 determined (a) assuming family coverage in a point of service medical plan and a basic dental plan, (b) based on current COBRA coverage rates for 2007 and assuming a 9% increase in the cost of

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	medical coverage for 2008 as compared to 2007 and a 6% increase in the cost of dental coverage for 2008 as compared to 2007, (c) assuming Mr. Maddox pays premiums for such coverage throughout the applicable benefit continuation period in the same manner as if he were an active employee, and (d) applying a discount rate of 5.75% per annum.

(10)	If Mr. Maddox’s employment is terminated by us without cause or is voluntarily terminated by him for good reason, we must continue his disability benefits for one year under his Severance Agreement, or, if such termination occurs within the period commencing 90 days prior to a change in control and ending two years following a change in control, for two years under his Change in Control Agreement, commencing on the date of such termination. The table reflects the present value of such disability benefits at December 29, 2006 determined (a) based on our current costs of providing such benefits and assuming such costs do not increase during the applicable benefit continuation period, (b) assuming we pay such costs throughout the applicable benefit continuation period in the same manner as we currently pay such costs, (c) assuming mortality according to the RP-2000 Combined Health mortality table published by the Society of Actuaries, and (d) applying a discount rate of 5.75% per annum.
(11)	Reflects the present value of Mr. Maddox’s disability benefits at December 29, 2006 determined (a) assuming full disability at December 29, 2006, (b) assuming mortality according to the RP-2000 Disabled Retiree mortality table published by the Society of Actuaries, and (c) applying a discount rate of 5.75% per annum.
(12)	If Mr. Maddox’s employment is terminated by us without cause or is voluntarily terminated by him for good reason, we must continue his life insurance benefits for one year under his Severance Agreement, or, if such termination occurs within the period commencing 90 days prior to a change in control and ending two years following a change in control, for two years under his Change in Control Agreement, commencing on the date of such termination. The table reflects the present value of such life insurance benefits at December 29, 2006 determined (a) assuming his current election of the maximum available coverage, (b) based on our current costs of providing such benefits and assuming such costs do not increase during the applicable benefit continuation period, (c) assuming we pay such costs throughout the applicable benefit continuation period in the same manner as we currently pay such costs, (d) assuming Mr. Maddox pays premiums for such coverage throughout the applicable benefit continuation period in the same manner as if he were an active employee, (e) assuming mortality according to the RP-2000 Combined Health mortality table published by the Society of Actuaries, and (f) applying a discount rate of 5.75% per annum.

(13)	Reflects the life insurance benefit payable assuming Mr. Maddox’s death occurred on December 29, 2006 other than while traveling on company-related business. We maintain a travel and accidental death policy for certain employees, including Mr. Maddox, that would provide an additional $1,000,000 death benefit payable to Mr. Maddox’s estate if his death had occurred during company-related travel.
(14)	Under Mr. Maddox’s Change in Control Agreement, if Mr. Maddox’s employment is terminated by us without cause or is voluntarily terminated by him for good reason within the period commencing 90 days prior to a change in control and ending two years following a change in control, we must continue his perquisites for two years commencing on the date of such termination. The table reflects the estimated cost to us of continuing Mr. Maddox’s perquisites for such two-year period as follows: vehicle allowance, $22,304. Such amount has been estimated by multiplying the cost of Mr. Maddox’s vehicle allowance for 2006 by two.
(15)	Under Mr. Maddox’s Change in Control Agreement, in general, if any payments to Mr. Maddox would be subject to federal excise tax or any similar state or local tax by reason of being

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	considered contingent on a change in control, we must pay to Mr. Maddox an additional amount such that, after satisfaction of all tax obligations imposed on such payments, Mr. Maddox retains an amount equal to the federal excise tax or similar state or local tax imposed on such payments. However, if no such federal excise tax or similar state or local tax would apply if the aggregate payments to Mr. Maddox were reduced by 5%, then the aggregate payments to Mr. Maddox will be reduced by the amount necessary to avoid application of such federal excise tax or similar state or local tax. The table reflects an estimate of the amount by which aggregate payments to Mr. Maddox would have been reduced in accordance with the terms of his Change in Control Agreement if his employment had been terminated on December 29, 2006 by us without cause or by him for good reason following a change in control on such date.
(16)	Reflects the aggregate market value of the shares of restricted stock for which restrictions would lapse early due to Mr. Maddox’s termination, determined based on a per share price of $55.98, the reported closing price for our common stock on the Nasdaq Global Market on December 29, 2006, which was the last trading day of 2006. The restrictions on all shares of restricted stock currently held by Mr. Maddox will lapse on July 6, 2009 or earlier if his employment terminates as a result of his death or disability, his employment is terminated by us without cause, his employment is voluntarily terminated by him for good reason or his employment is terminated (other than by us for cause) upon the conclusion of his employment agreement, or if there is a change in control.
(17)	Under our New Restoration Plan, Mr. Maddox is entitled to a distribution of his account balance six months following his termination, except that he will forfeit the entire amount of matching and fixed rate contributions made by us to his account if he is terminated for cause.

		Fees
		earned
		or paid in				All other
Name		cash				compensation(1)				Total
Robert J. Cruikshank		$	44,500			$	0			$	44,500
George T. Haymaker Jr.		$	25,000			$	36,500	(2)		$	61,500
Charles E. Hurwitz		$	35,500			$	0			$	35,500
Ezra G. Levin		$	49,000			$	0			$	49,000
John D. Roach		$	46,500			$	0			$	46,500

(1)	Excludes perquisites and other personal benefits where the aggregate amount of such compensation to the director is less than $10,000.
(2)	Reflects the amount received by Mr. Haymaker for services of non-executive chairman of the board pursuant to an agreement among Mr. Haymaker, us and Kaiser Aluminum & Chemical Corporation.

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		Fees earned or				Stock				All other
Name		paid in cash				awards(1)				compensation(2)				Total
George Becker		$	33,000	(3)		$	12,198			$	750(4	)		$	45,948
Carl B. Frankel		$	35,250	(3)		$	12,198			$	6,750(4	)		$	54,198
Teresa A. Hopp		$	48,250	(3)		$	12,198			$	9,000(4	)		$	69,448
William F. Murdy		$	42,500	(3)		$	12,198			$	13,500(4	)		$	68,198
Alfred E. Osborne, Jr.		$	53,250			$	12,198			$	6,750(4	)		$	72,198
Georganne C. Proctor		$	39,750	(3)		$	12,198			$	12,750(4	)		$	64,698
Jack Quinn		$	38,250	(3)		$	12,198			$	12,000(4	)		$	62,448
Thomas Van Leeuwen		$	38,250	(3)		$	12,198			$	8,250(4	)		$	58,698
Brett E. Wilcox		$	38,250	(3)		$	12,198			$	9,000(4	)		$	59,448

(1)	Reflects the value of restricted stock awards granted to non-employee directors under our Equity Incentive Plan in connection with our emergence from chapter 11 bankruptcy based on the compensation cost of the award with respect to our 2006 fiscal year computed in accordance with SFAS No. 123-R. Each non-employee director received 693 shares of restricted stock pursuant to such grants on August 1, 2006 and as of December 31, 2006 each non-employee director held all such shares of restricted stock. The restrictions on all such shares lapse on August 1, 2007 or earlier if the individual ceases to be a non-employee director as a result of death or disability or if there is a change in control. The table reflects the expense recognized for each non-employee director for the five-month portion of the one-year vesting period extending from August 1, 2006 through December 31, 2006, computed in accordance with SFAS No. 123-R, but excluding any impact of assumed forfeiture rates, based on (a) a per share value at emergence of $42.20 and (b) the total number of shares of restricted stock received by him or her.
(2)	Excludes perquisites and other personal benefits where the aggregate amount of such compensation to the director is less than $10,000.
(3)	Each non-employee director had the right to elect to receive shares of our common stock in lieu of any or all of his or her annual cash retainer, including retainers for serving as a committee chair or lead outside director, which is included in this column. In 2006: Mr. Becker elected to receive 346 shares of common stock in lieu of approximately $14,968 of his annual retainer; Mr. Frankel elected to receive 520 shares of common stock in lieu of approximately $22,495 of his annual retainer; Ms. Hopp elected to receive 231 shares of common stock in lieu of approximately $9,993 of her annual retainer; Mr. Murdy elected to receive 404 shares of common stock in lieu of approximately $17,477 of his annual retainer; and each of Messrs. Quinn, Van Leeuwen and Wilcox and Ms. Proctor elected to receive 693 shares of common stock in lieu of approximately $29,979 of his or her annual retainer. In each case, the number of shares received was determined based on a per share price of $43.26, the average of the closing price per share for our common stock reported by the Nasdaq Global Market on each of the 10 consecutive trading days immediately preceding August 1, 2006, the payment date of the annual retainers.

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(4)	Reflects fees paid by us for attendance at meetings of the prospective directors and of the prospective members of the various board committees held prior to our emergence from chapter 11 bankruptcy on July 6, 2006.

•	an annual retainer of $30,000 per year;
•	an annual grant of restricted stock having a value equal to $30,000;
•	a fee of $1,500 per day for each meeting of the board of directors attended in person and $750 per day for each such meeting attended by phone; and
•	a fee of $1,500 per day for each committee meeting of the board of directors attended in person on a date other than a date on which a meeting of the board of directors is held and $750 per day for each such meeting attended by phone.

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•	a member of the compensation committee (or other board committee performing equivalent functions) of another entity, one of whose executive officers served on our compensation policy committee, our Section 162(m) compensation committee or our compensation committee;
•	a director of another entity, one of whose executive officers served on our compensation policy committee, our Section 162(m) compensation committee or our compensation committee; or
•	a member of the compensation committee (or other board committee performing equivalent functions) of another entity, one of whose executive officers served as one of our directors.

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•	each named executive officer, as well as Mr. Rinkenberger;
•	each of our directors;
•	all our directors and current executive officers as a group;
•	each person known to us to beneficially own 5% or more of our common stock; and
•	the selling stockholders.

		Shares Beneficially												Shares Beneficially
		Owned												Owned
		Prior to Offering												After Offering
										Number of
Name		Number				%				Shares Offered				Number				%
Directors and Executive Officers(1)(2)
Jack A. Hockema			185,000				*				—				185,000				*
John Barneson			48,000				*				—				48,000				*
Joseph P. Bellino			15,000				*				—				15,000				*
John M. Donnan			45,000				*				—				45,000				*
Daniel D. Maddox			11,334				*				—				11,334				*
Daniel J. Rinkenberger			24,000				*				—				24,000				*
Kerry A. Shiba			—				—				—				—				—
George Becker			1,039				*				—				1,039				*
Carl B. Frankel			1,213				*				—				1,213				*
Teresa A. Hopp			924				*				—				924				*
William F. Murdy			1,097				*				—				1,097				*
Alfred E. Osborne, Jr., Ph.D.			693				*				—				693				*
Georganne C. Proctor			1,386				*				—				1,386				*
Jack Quinn			1,386				*				—				1,386				*
Thomas M. Van Leeuwen			1,386				*				—				1,386				*
Brett E. Wilcox			1,386				*				—				1,386				*
All directors and current executive officers as a group (15 persons)			338,844				1.7	%							338,844				1.7	%

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		Shares Beneficially												Shares Beneficially
		Owned												Owned
		Prior to Offering												After Offering
										Number of
Name		Number				%				Shares Offered				Number				%
5% Stockholders
Union VEBA Trust(3)			8,809,900				42.9	%			2,517,955				6,291,945				30.7	%
Jeffrey A. Altman(4)			1,406,179				6.9	%			—				1,406,179				6.9	%
Witmer Asset Management(5)			1,071,216				5.2	%			—				1,071,216				5.2	%
Charles H. Witmer(5)			1,100,216				5.4	%			—				1,100,216				5.4	%
Meryl B. Witmer(5)			1,090,216				5.3	%			—				1,090,216				5.3	%
Selling Stockholders
Union VEBA Trust(3)			8,809,900				42.9	%			2,517,955				6,291,945				30.7	%
Mason Capital Management, LLC			980,000				4.8	%			980,000				—				—
Asbestos PI Trust			913,915				4.5	%			913,915				—				—
Citigroup Global Markets Inc.			200,000				1.0	%			200,000				—				—
Ore Hill Hub Fund Ltd.(6)			400,000				1.9	%			400,000				—				—
Morgan Stanley & Co. Incorporated			298,266				1.5	%			250,000				48,266				*
King Street Acquisition Company, L.L.C.(7)			200,000				1.0	%			200,000				—				—

*	Indicates less than 1%
(1)	The shares held by our executive officers were received under our Equity Incentive Plan. Pursuant to the plan, these shares are restricted and are subject to forfeiture until July 6, 2009 (subject to certain exceptions related to termination of employment) and, consequently, may not be traded in the public market until such date.
(2)	Each of our independent directors received 693 shares of our common stock on August 1, 2006 under our Equity Incentive Plan. Pursuant to the plan, these shares are restricted and are subject to forfeiture until August 1, 2007 and, consequently, may not be traded in the public market until such date. In addition, certain of our directors elected to receive shares of our common stock in lieu of all or a portion of their annual cash retainer, including Messrs. Becker (346 shares), Frankel (520 shares), Murdy (404 shares), Quinn (693 shares), Van Leeuwen (693 shares) and Wilcox (693 shares) and Mmes. Hopp (231 shares) and Proctor (693 shares).
(3)	Shares beneficially owned by the Union VEBA Trust are as reported on the Form 13G filed by the Union VEBA Trust on July 24, 2006. Independent Fiduciary Services, Inc. in its capacity as independent fiduciary for the Union VEBA Trust has sole discretionary investment and voting power with respect to 8,809,900 shares. The number of shares offered and the number and percentage of shares beneficially owned after the offering by the Union VEBA Trust assume that the underwriters do not exercise their option to purchase additional shares from the Union VEBA Trust to cover any over allotment. If the underwriters exercise their option to purchase up to the full amount available, or 819,280 shares, the shares beneficially owned by the Union VEBA Trust after the offering and percentage ownership will be 5,472,665 and 26.7%, respectively. The principal address of the Union VEBA Trust is c/o National City Bank, as Trustee for Kaiser VEBA Trust, 20 Stanwix Street, Locator 46-25162, Pittsburgh, PA 15222.

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(4)	Shares beneficially owned by Jeffrey Altman are as reported on the Form 13G filed by Owl Creek I, L.P. on October 5, 2006. Of these shares, Owl Creek I, L.P. has shared investment and voting power with respect to 55,096 shares directly owned by it; Owl Creek II, L.P. has shared investment and voting power with respect to 472,960 shares directly owned by it; Owl Creek Advisors, LLC has shared investment and voting power with respect to 528,056 shares directly owned by Owl Creek I, L.P. and Owl Creek II, L.P.; Owl Creek Asset Management, L.P. has shared investment and voting power with respect to 878,123 shares directly owned by Owl Creek Overseas Fund, Ltd., Owl Creek Overseas Fund II, Ltd. and Owl Creek Socially Responsible Investment Fund, Ltd.; and Jeffrey Altman has shared investment and voting power with respect to 1,406,179 shares directly owned by Owl Creek I, L.P., Owl Creek II, L.P., Owl Creek Overseas Fund, Ltd., Owl Creek Overseas Fund II, Ltd. and Owl Creek Socially Responsible Investment Fund, Ltd. Jeffrey Altman is the managing member of Owl Creek Advisors, LLC and the managing member of the general partner of Owl Creek Asset Management, L.P. and in that capacity directs their operations. The principal address of Jeffrey Altman is 640 Fifth Avenue, 20th Floor, New York, NY 10019.
(5)	Shares beneficially owned by Witmer Asset Management, Charles Witmer and Meryl Witmer are as reported on the Form 13G filed by Witmer Asset Management on September 28, 2006. Witmer Asset Management has shared investment and voting power with respect to 1,071,216 shares. Charles Witmer has sole investment and voting power with respect to 10,000 shares and has shared investment and voting power with respect to 1,090,216 shares. Meryl Witmer has shared investment and voting power with respect to 1,090,216 shares. The principal addresses of Witmer Asset Management, Charles Witmer and Meryl Witmer are One Dag Hammarskjold Plaza, 885 2nd Avenue, 31st Floor, New York, NY 10017.
(6)	Ore Hill Partners LLC, the investment advisor to Ore Hill Hub Fund Ltd., has shared investment and voting power with respect to these shares and, consequently, may be deemed to be a beneficial owner of such shares. Ore Hill Partners LLC disclaims such beneficial ownership.
(7)	Of the 200,000 shares held by King Street Acquisition Company, L.L.C., or KSAC, 66,000 are held for the benefit of King Street Capital L.P., or KSC L.P., and 134,000 are held for the benefit of King Street Capital Ltd., or KSC Ltd. King Street Advisors, L.L.C., or KSA, is the general partner of KSC L.P., and may be deemed to be a beneficial owner of the 66,000 shares beneficially owned by KSC L.P. King Street Capital Management, L.L.C., or KSCM, which has been delegated certain investment advisory responsibilities by KSA on behalf of KSC L.P., and which is also the investment manager of KSC Ltd., may be deemed to be the beneficial owner of the 200,000 shares held by KSAC. Brian J. Higgins and O. Francis Biondi, Jr., each of whom is a management member of, and owner of a 50% interest in, each of KSA and KSCM, may each be deemed to be the beneficial owner of the 200,000 shares held by KSAC.

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•	restricting dividends on the common stock;
•	diluting the voting power of the common stock;
•	impairing the liquidation rights of the common stock; or
•	delaying or preventing a change in control without further action by the stockholders.

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•	July 6, 2016;
•	the repeal, amendment or modification of Section 382 of the Internal Revenue Code in such a way as to render us no longer subject to the restrictions imposed by Section 382;
•	the beginning of a taxable year in which none of the income tax benefits in existence on July 6, 2006 are currently available or will be available;
•	the determination by the board of directors that the restrictions will no longer apply;
•	a determination by the board of directors or the Internal Revenue Service that we are ineligible to use Section 382(l)(5) of the Internal Revenue Code permitting full use of the income tax benefits existing on July 6, 2006; and
•	an election by us for Section 382(l)(5) of the Internal Revenue Code not to apply.

•	the transferor is deemed a “5-percent shareholder” of our company pursuant to the Treasury Regulations, a 5% stockholder; or
•	as a result of such transfer, either (1) any person or group of persons would become a 5% stockholder, or (2) the percentage stock ownership of any 5% stockholder would be increased.

•	the transferor or transferee obtains the prior written approval of the board of directors;
•	in the case of a 5% Transaction by any holder of equity securities (other than the Union VEBA Trust), prior to such transaction, the board of directors determines in good faith, upon request of the transferor or transferee, that the proposed transfer is a 5% Transaction:

	-	which, together with any 5% Transactions consummated during the previous three years, or since July 6, 2006, if shorter, represent aggregate 5% Transactions involving transfers of less than 45% of our equity securities issued and outstanding at the time of transfer; and
	-	which, together with any 5% Transactions consummated during the previous three years, or since July 6, 2006, if shorter, and all 5% Transactions that the Union VEBA Trust may consummate without breach of the Stock Transfer Restriction Agreement, described below, during the three years following the time of transfer, represent, during any period of three consecutive years during the three years prior to the transfer, or since July 6, 2006, if shorter, and the three years after the

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		transfer, aggregate 5% Transactions involving transfers of less than 45% of the equity securities issued and outstanding at the time of transfer; or

•	in the case of a 5% Transaction by the Union VEBA Trust, such 5% Transaction does not result in a breach of the Stock Transfer Restriction Agreement, so long as, contemporaneously with such 5% Transaction, the Union VEBA Trust delivers to our board of directors a written notice setting forth the number and type of equity securities involved in, and the date of, such 5% Transaction.

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•	the number of shares of common stock to be sold is not more than 45% of the total number of shares of common stock received by the Union VEBA Trust pursuant to the plan of reorganization, less the number of shares included in all other transfers previously effected by the Union VEBA Trust during the preceding 36 months or since July 6, 2006, if shorter; and
•	the shares of common stock to be sold have a market value of not less than $60.0 million on the date the request is made.

•	no such underwritten offering has been previously effected from a shelf registration statement;
•	the demand for such underwritten offering is made by the Union VEBA Trust between March 31, 2007 and April 1, 2008; and
•	the shares of common stock to be sold have a market value of not less than $60.0 million on the date such request is made.

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•	prior to such time, the board of directors of the corporation approved either the business combination or the transaction which resulted in the stockholder becoming an interested stockholder;
•	upon consummation of the transaction which resulted in the stockholder becoming an “interested stockholder,” the interested stockholder owned at least 85% of the voting stock of the corporation outstanding at the time the transaction commenced (excluding specified shares); or
•	on or subsequent to such time, the business combination is approved by the board of directors of the corporation and authorized at an annual or special meeting of stockholders, and not by written consent, by the affirmative vote of at least 662/3% of the outstanding voting stock not owned by the interested stockholder.

•	any merger or consolidation involving the corporation and the interested stockholder;
•	any sale, transfer, pledge or other disposition involving the interested stockholder of 10% or more of the assets of the corporation;
•	subject to exceptions, any transaction that results in the issuance or transfer by the corporation of any stock of the corporation to the interested stockholder;
•	subject to exceptions, any transaction involving the corporation that has the effect of increasing the proportionate share of the stock of any class or series of the corporation beneficially owned by the interested stockholder; and
•	the receipt by the interested stockholder of the benefit of any loans, advances, guarantees, pledges or other financial benefits provided by or through the corporation.

•	any person that is the owner of 15% or more of the outstanding voting stock of the corporation, or is an affiliate or associate of the corporation and was the owner of 15% or more of the outstanding voting stock of the corporation at any time within three years immediately prior to the date of determination; and
•	the affiliates and associates of any such person.

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•	indemnify, defend and hold harmless the director or officer to the fullest extent permitted or required by Delaware law, except that, subject to certain exceptions, the director or officer will be indemnified with respect to a claim initiated by such director or officer against us or any other director or officer of the company only if we have joined in or consented to the initiation of such claim;
•	advance prior to the final disposition of any indemnifiable claim any and all expenses relating to, arising out of or resulting from any indemnifiable claim paid or incurred by the director or officer or which the director or officer determines is reasonably likely to be paid or incurred by him or her; and
•	utilize commercially reasonable efforts to cause to be maintained in effect policies of directors’ and officers’ liability insurance providing coverage that is at least substantially comparable in scope and amount to that provided by our policies of directors’ and officers’ liability insurance at the time the parties enter into such indemnification agreement.

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•	one percent of the number of shares of common stock then outstanding, which will equal approximately 205,257 shares immediately after this offering; or
•	the average weekly trading volume of our common stock on the Nasdaq Global Market during the four calendar weeks preceding the date of filing of a notice on Form 144 with respect to the sale, which equals approximately 137,359 shares as of the date of this prospectus.

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•	a citizen or resident of the United States, including an alien individual who is a lawful permanent resident of the United States or meets the “substantial presence” test under Section 7701(b)(3) of the Internal Revenue Code;
•	a corporation (or an entity treated as a corporation) created or organized in or under the laws of the United States, any state thereof, or the District of Columbia;
•	an estate, the income of which is subject to U.S. federal income tax regardless of its source; or
•	a trust, if a U.S. court can exercise primary supervision over the administration of the trust and one or more U.S. persons can control all substantial decisions of the trust, or certain other trusts that have a valid election in effect to be treated as a U.S. person pursuant to applicable Treasury Regulations.

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•	the gain is effectively connected with a trade or business carried on by the Non-U.S. Holder within the United States (and, where an income tax treaty applies, is attributable to a U.S. permanent establishment of the Non-U.S. Holder), in which case the branch profits tax discussed above may also apply if the Non-U.S. Holder is a corporation;
•	the Non-U.S. Holder is an individual who holds shares of common stock as capital assets and is present in the United States for 183 days or more in the taxable year of disposition and certain other conditions are met; or
•	we are or have been a “U.S. real property holding corporation” for U.S. federal income tax purposes.

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•	the broker has documentary evidence in its files that the holder is a Non-U.S. Holder and certain other conditions are met; or
•	the holder otherwise establishes an exemption.

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Underwriters			Number of shares
UBS Securities LLC
Bear, Stearns & Co. Inc.
Lehman Brothers Inc.
Lazard Capital Markets LLC
	Total			5,461,870

•	receipt and acceptance of the common stock by the underwriters; and
•	the underwriters’ right to reject orders in whole or in part.

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			No exercise				Full exercise
Per share			$				$
	Total		$				$

•	stabilizing transactions;
•	short sales;
•	purchases to cover positions created by short sales;

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•	imposition of penalty bids;
•	syndicate covering transactions; and
•	passive market making.

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•	to legal entities which are authorized or regulated to operate in the financial markets or, if not so authorized or regulated, whose corporate purpose is solely to invest in securities;
•	to any legal entity which has two or more of (1) an average of at least 250 employees during the last financial year; (2) a total balance sheet of more than €43,000,000 and (3) an annual net turnover of more than €50,000,000, as shown in its last annual or consolidated accounts; or
•	in any other circumstances which do not require the publication by the issuer of a prospectus pursuant to Article 3 of the Prospectus Directive.

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		Page
Audited Financial Statements for the Year Ended December 31, 2003, 2004 and 2005
Report of Independent Registered Public Accounting Firm			F-2
Consolidated Balance Sheets as of December 31, 2004 and 2005			F-4
Statements of Consolidated Income (Loss) for the Years Ended December 31, 2003, 2004 and 2005			F-5
Statements of Consolidated Stockholders’ Equity (Deficit) and Comprehensive Income (Loss) for the Years Ended December 31, 2003, 2004 and 2005			F-6
Statements of Consolidated Cash Flows for the Years Ended December 31, 2003, 2004 and 2005			F-7
Notes to Consolidated Financial Statements			F-8
Quarterly Financial Data (Unaudited)			F-63
Five Year Financial Data			F-65
Unaudited Financial Statements for the Three Months and Nine Months Ended September 30, 2005 and 2006
Consolidated Balance Sheets (Unaudited) as of December 31, 2005 and September 30, 2006			F-69
Statements of Consolidated Income (Loss) (Unaudited) for the Three Months and Nine Months Ended September 30, 2005 and 2006			F-70
Statements of Consolidated Stockholders’ Equity (Deficit) and Comprehensive Income (Unaudited) for the Nine Months Ended September 30, 2005 and 2006			F-72
Statements of Consolidated Cash Flows (Unaudited) for the Nine Months Ended September 30, 2005 and 2006			F-73
Notes to Consolidated Financial Statements (Unaudited)			F-74

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					December 31,
					2004				2005
					(in millions of
					dollars, except share
					and per share
					amounts)
Assets
Current assets:
	Cash and cash equivalents				$	55.4			$	49.5
	Receivables:
		Trade, less allowance for doubtful receivables of $6.9 and $2.9				97.4				94.6
		Due from affiliate				8.0				—
		Other				5.6				6.9
	Inventories					105.3				115.3
	Prepaid expenses and other current assets					19.6				21.0
	Discontinued operations’ current assets					30.6				—
			Total current assets			321.9				287.3
Investments in and advances to unconsolidated affiliate						16.7				12.6
Property, plant, and equipment— net						214.6				223.4
Restricted proceeds from sale of commodity interests						280.8				—
Personal injury-related insurance recoveries receivable						967.0				965.5
Goodwill						11.4				11.4
Other assets						31.1				38.7
Discontinued operations’ long-term assets						38.9				—
			Total		$	1,882.4			$	1,538.9
Liabilities and Stockholders’ Equity (Deficit)
Liabilities not subject to compromise—
	Current liabilities:
		Accounts payable			$	51.8			$	51.4
		Accrued interest				.9				1.0
		Accrued salaries, wages, and related expenses				48.9				42.0
		Other accrued liabilities				73.7				55.2
		Payable to affiliate				14.7				14.8
		Long-term debt— current potion				1.2				1.1
		Discontinued operations’ current liabilities				57.7				2.1
			Total current liabilities			248.9				167.6
	Long-term liabilities					32.9				42.0
	Long-term debt					2.8				1.2
	Discontinued operations’ liabilities (liabilities subject to compromise)					26.4				68.5
						311.0				279.3
Liabilities subject to compromise						3,954.9				4,400.1
Minority interests						.7				.7
Commitments and contingencies
Stockholders’ equity (deficit):
	Common stock, par value $.01, authorized 125,000,000 shares; issued and outstanding 79,680,645 and 79,671,531 shares					.8				.8
	Additional capital					538.0				538.0
	Accumulated deficit					(2,917.5	)			(3,671.2	)
	Accumulated other comprehensive income (loss)					(5.5	)			(8.8	)
			Total stockholders’ equity (deficit)			(2,384.2	)			(3,141.2	)
			Total		$	1,882.4			$	1,538.9

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				Year ended December 31,
				2003				2004				2005
				(in millions of dollars,
				except share and per share
				amounts)
Net sales				$	710.2			$	942.4			$	1,089.7
Costs and expenses:
	Cost of products sold				681.2				852.2				951.1
	Depreciation and amortization				25.7				22.3				19.9
	Selling, administrative, research and development, and general				92.5				92.3				50.9
	Other operating charges, net				141.6				793.2				8.0
		Total costs and expenses			941.0				1,760.0				1,029.9
Operating income (loss)					(230.8	)			(817.6	)			59.8
Other income (expense):
	Interest expense (excluding unrecorded contractual interest expense of $95.0 in 2003, 2004 and 2005)				(9.1	)			(9.5	)			(5.2	)
	Reorganization items				(27.0	)			(39.0	)			(1,162.1	)
	Other— net				(5.2	)			4.2				(2.4	)
Loss before income taxes and discontinued operations					(272.1	)			(861.9	)			(1,109.9	)
Provision for income taxes					(1.5	)			(6.2	)			(2.8	)
Loss from continuing operations					(273.6	)			(868.1	)			(1,112.7	)
Discontinued operations:
	Loss from discontinued operations, net of income taxes, including minority interests				(514.7	)			(5.3	)			(2.5	)
	Gain from sale of commodity interests				—				126.6				366.2
Income (loss) from discontinued operations					(514.7	)			121.3				363.7
Cumulative effect on years prior to 2005 of adopting accounting for conditional asset retirement obligations					—				—				(4.7	)
Net loss				$	(788.3	)		$	(746.8	)		$	(753.7	)
Earnings (loss) per share— Basic/ Diluted:
	Loss from continuing operations			$	(3.41	)		$	(10.88	)		$	(13.97	)
	Income (loss) from discontinued operations			$	(6.42	)		$	1.52			$	4.57
	Loss from cumulative effect on years prior to 2005 of adopting accounting for conditional asset retirement obligations			$	—			$	—			$	(.06	)
	Net loss			$	(9.83	)		$	(9.36	)		$	(9.46	)
Weighted average shares outstanding (000):
	Basic/ Diluted				80,175				79,815				79,675

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															Accumulated
															other
			Common				Additional				Accumulated				comprehensive
			stock				capital				deficit				income (loss)				Total
			(in millions of dollars)
BALANCE, December 31, 2002			$	.8			$	539.9			$	(1,382.4	)		$	(243.9	)		$	(1,085.6	)
	Net loss			—				—				(788.3	)			—				(788.3	)
	Minimum pension liability adjustment			—				—				—				138.6				138.6
	Unrealized net decrease in value of derivative instruments arising during the year			—				—				—				(1.6	)			(1.6	)
	Reclassification adjustment for net realized gains on derivative instruments included in net loss			—				—				—				(1.0	)			(1.0	)
	Comprehensive income (loss)																			(652.3	)
	Restricted stock cancellations			—				(1.0	)			—				—				(1.0	)
	Restricted stock accretion			—				.2				—				—				.2
BALANCE, December 31, 2003				.8				539.1				(2,170.7	)			(107.9	)			(1,738.7	)
	Net loss			—				—				(746.8	)			—				(746.8	)
	Minimum pension liability adjustment			—				—				—				97.9				97.9
	Unrealized net decrease in value of derivative instruments arising during the year			—				—				—				2.1				2.1
	Reclassification adjustment for net realized losses on derivative instruments included in net loss			—				—				—				2.4				2.4
	Comprehensive income (loss)																			(644.4	)
	Restricted stock cancellations			—				(1.1	)			—				—				(1.1	)
BALANCE, December 31, 2004				.8				538.0				(2,917.5	)			(5.5	)			(2,384.2	)
	Net loss			—				—				(753.7	)			—				(753.7	)
	Minimum pension liability adjustment			—				—				—				(3.2	)			(3.2	)
	Unrealized net decrease in value of derivative instruments arising during the year			—				—				—				(.3	)			(.3	)
	Reclassification adjustment for net realized gains on derivative instruments included in net loss			—				—				—				.2				.2
	Comprehensive income (loss)																			(757.0	)
BALANCE, December 31, 2005			$	.8			$	538.0			$	(3,671.2	)		$	(8.8	)		$	(3,141.2	)

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					Year ended December 31,
					2003				2004				2005
					(in millions of dollars)
Cash flows from operating activities:
	Net loss				$	(788.3	)		$	(746.8	)		$	(753.7	)
	Less net (loss) income from discontinued operations					(514.7	)			121.3				363.7
	Net loss from continuing operations, including loss from cumulative effect of adopting change in accounting in 2005					(273.6	)			(868.1	)			(1,117.4	)
	Adjustments to reconcile net loss from continuing operations to net cash used by continuing operations
		Non-cash charges in reorganization items in 2005 and other operating charges in 2004 and 2003				161.7				805.3				1,131.5
		Depreciation and amortization (including deferred financing costs of $4.7, $5.8 and $4.4, respectively)				30.4				28.1				24.3
		Loss from cumulative effect on years prior to 2005 of adopting accounting for conditional asset retirement obligations				—				—				4.7
		Gains— sale of Tacoma facility in 2003; sales of real estate in 2005				(14.5	)			—				(.2	)
		Equity in (income) loss of unconsolidated affiliate, net of distributions				1.0				(4.0	)			1.5
		Decrease (increase) in trade and other receivables				(13.3	)			(30.5	)			9.3
		Decrease (increase) in inventories, excluding LIFO adjustments and other non-cash operating items				10.7				(24.5	)			(9.4	)
		Decrease (increase) in prepaid expenses and other current assets				3.1				.8				—
		Increase (decrease) in accounts payable and accrued interest				8.1				16.4				(2.4	)
		Increase (decrease) in other accrued liabilities				9.8				(18.6	)			(15.0	)
		Increase in payable to affiliates				.2				3.3				.1
		(Decrease) increase in accrued and deferred income taxes				(4.1	)			1.7				(4.3	)
		Net cash impact of changes in long-term assets and liabilities				27.1				(11.5	)			(25.0	)
		Net cash (used) provided by discontinued operations				(29.5	)			64.0				17.9
		Other				(4.0	)			(.4	)			1.3
			Net cash (used) provided by operating activities			(86.9	)			(38.0	)			16.9
Cash flows from investing activities:
	Capital expenditures					(8.9	)			(7.6	)			(31.0	)
	Net proceeds from dispositions: interests in office building complex in 2003, real estate and equipment in 2004, primarily Tacoma facility and real estate in 2005					83.0				2.3				.9
	Net cash provided (used) by discontinued operations; primarily proceeds from sale of Alpart-related capital expenditures in 2003 and commodity interests in 2004 and 2005					(25.0	)			356.7				401.4
			Net cash provided by investing activities			49.1				351.4				371.3
Cash flows from financing activities:
	Financing costs, primarily DIP Facility related					(4.1	)			(2.4	)			(3.7	)
	Repayment of debt					—				—				(1.7	)
	Increase in restricted cash					—				—				(1.5	)
	Net cash used by discontinued operations; primarily increase in restricted cash and payment of Alpart CARIFA loan of $14.6 in 2004 and increase in restricted cash in 2005					—				(291.1	)			(387.2	)
			Net cash used by financing activities			(4.1	)			(293.5	)			(394.1	)
Net (decrease) increase in cash and cash equivalents during the year						(41.9	)			19.9				(5.9	)
Cash and cash equivalents at beginning of year						77.4				35.5				55.4
Cash and cash equivalents at end of year					$	35.5			$	55.4			$	49.5
Supplemental disclosure of class flow information:
	Interest paid, net of capitalized interest of $.2, $.1, and $.6				$	4.0			$	3.8			$	.7
	Less interest paid by discontinued operations, net of capitalized interest of $.9 in 2003					(1.2	)			(.9	)			—
					$	2.8			$	2.9			$	.7
	Income taxes paid				$	46.1			$	10.7			$	22.3
	Less income taxes paid by discontinued operations					(41.3	)			(10.7	)			(18.9	)
					$	4.8			$	—			$	3.4

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	(a)     All of the equity interests of existing stockholders of the Company would be cancelled without consideration.
	(b)     All post-petition and secured claims would either be assumed by the emerging entity or paid at emergence (see “Exit Cost” discussion below).
	(c)     Pursuant to agreements reached with salaried and hourly retirees in early 2004, in consideration for the agreed cancellation of the retiree medical plan, as more fully discussed in Note 9, KACC is making certain fixed monthly payments into Voluntary Employee Beneficiary Associations (“VEBAs”) until emergence and has agreed thereafter to make certain variable annual VEBA contributions depending on the emerging entity’s operating results and financial liquidity. In addition, upon emergence the VEBAs are entitled to receive a contribution of 66.9% of the new common stock of the emerged entity.
	(d)     The PBGC will receive a cash payment of $2.5 and 10.8% of the new common stock of the emerged entity in respect of its claims against KACOCL. In addition, as described in (f) below, the PBGC will receive shares of new common stock based on its direct claims against the Remaining Debtors (other than KACOCL) and its participation, indirectly through the KAAC/ KFC Plan in claims of KFC against KACC, which the Company currently estimates will result in the PBGC receiving an additional 5.4% of the new common stock of the emerged entity (bringing the PBGC’s total ownership percentage of the new entity to approximately 16.2%). The $2.5 cash payment discussed above is in addition to the cash amounts the Company has already paid the PBGC (see Note 9) and that the PBGC has received and will receive from the Liquidating Subsidiaries under the Liquidating Plans.

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	(e)     Pursuant to an agreement reached in early 2005, all pending and future asbestos-related personal injury claims, all pending and future silica and coal tar pitch volatiles personal injury claims and all hearing loss claims would be resolved through the formation of one or more trusts to which all such claims would be directed by channeling injunctions that would permanently remove all liability for such claims from the Debtors. The trusts would be funded pursuant to statutory requirements and agreements with representatives of the affected parties, using (i) the Debtors’ insurance assets, (ii) $13.0 in cash from KACC, (iii) 100% of the equity in a KACC subsidiary whose sole asset will be a piece of real property that produces modest rental income, and (iv) the new common stock of the emerged entity to be issued as per (f) below in respect of approximately $830.0 of intercompany claims of KFC against KACC that are to be assigned to the trust, which the Company currently estimates will entitle the trusts to receive approximately 6.4% of the new common stock of the emerged entity.
	(f)     Other pre-petition general unsecured claims against the Remaining Debtors (other than KACOCL) are entitled to receive approximately 22.3% of the new common stock of the emerging entity in the proportion that their allowed claim bears to the total amount of allowed claims. Claims that are expected to be within this group include (i) any claims of the Senior Notes, the Sub Notes and PBGC (other than the PBGC’s claim against KACOCL), (ii) the approximate $830.0 of intercompany claims that will be assigned to the personal injury trust(s) referred to in (e) above, and (iii) all unsecured trade and other general unsecured claims, including approximately $276.0 of intercompany claims of KFC against KACC. However, holders of general unsecured claims not exceeding a specified small amount will receive a cash payment equal to approximately 2.9% of their agreed claim value in lieu of new common stock. In accordance with the contractual subordination provisions of the indenture governing the Sub Notes and terms of the settlement between the holders of the Senior Notes and the holders of the Revenue Bonds, the new common stock or cash that would otherwise be distributed to the holders of the Sub Notes in respect of their claims against the Debtors would instead be distributed to holders of the Senior Notes and the Revenue Bonds on a pro rata basis based on the relative allowed amounts of their claims.

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			2004				2005
Current assets			$	2.1			$	2.3
Intercompany receivables (payables), net(1)				4.5				4.0
			$	6.6			$	6.3
Liabilities not subject to compromise—
	Current liabilities		$	3.2			$	3.9
	Long-term liabilities			1.2				1.4
Stockholders’ equity (deficit)(1)				2.2				1.0
			$	6.6			$	6.3

(1)	Intercompany receivables (payables), net and stockholders’ equity (deficit) amounts are eliminated in consolidation.

			2003				2004				2005
Costs and expenses—
	Operating costs and expenses		$	.7			$	.5			$	1.5
Operating loss				(.7	)			(.5	)			(1.5	)
All other income (expense), net				.2				.6				.4
Income tax and minority interests				.1				—				—
Equity in income of subsidiaries				—				—				—
Income (loss) from continuing operations				(.4	)			.1				(1.1	)
Discontinued operations(1)				(32.0	)			(58.1	)			—
Net loss			$	(32.4	)		$	(58.0	)		$	(1.1	)

(1)	In 2003 and 2004, the combined non-debtor subsidiary financial information included amounts attributed to Volta Aluminium Company Limited (“Valco”) and Alpart that were sold in 2004 (see Note 3). Non-debtor subsidiary activity in 2005 was nominal.

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			2003				2004				2005
Net cash provided (used) by:
Operating activities—
	Continuing operations		$	(.7	)		$	(.2	)		$	(.3	)
	Discontinued operations(1)			27.3				18.0				—
				26.6				17.8				(.3	)
Investing activities—
	Continuing operations			—				—				—
	Discontinued operations(1)			(26.5	)			(2.9	)			—
				(26.5	)			(2.9	)			—
Financing activities—
	Continuing operations			—				—				—
	Discontinued operations(1)			—				(14.6	)			—
				—				(14.6	)			—
Net decrease in cash and cash equivalents				.1				.3				(.3	)
Cash and cash equivalents, beginning of period				—				.1				.4
Cash and cash equivalents, end of period			$	.1			$	.4			$	.1

(1)	In 2003 and 2004, the combined non-debtor subsidiary financial information included amounts attributed to Volta Aluminium Company Limited (“Valco”) and Alpart that were sold in 2004 (see Note 3). Non-debtor subsidiary activity in 2005 was nominal.

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		December 31,
		2004				2005
Accrued postretirement medical obligation (Note 9)		$	1,042.1			$	1,017.0
Accrued asbestos and certain other personal injury liabilities (Note 11)			1,115.0				1,115.0
Assigned intercompany claims for benefit of certain creditors (see Reorganization Items below)			—				1,131.5
Debt (Note 7)			847.6				847.6
Accrued pension benefits (Note 9)			625.7				626.2
Unfair labor practice settlement (Note 11)			175.0				175.0
Accounts payable			29.8				29.8
Accrued interest			47.5				44.7
Accrued environmental liabilities (Note 11)			30.6				30.7
Other accrued liabilities			41.6				37.2
Proceeds from sale of commodity interests			—				(654.6	)
		$	3,954.9			$	4,400.1

(1)	Other accrued liabilities include hearing loss claims of $15.8 at December 31, 2004 and 2005 (see Note 11).
(2)	The above amounts exclude $26.4 at December 31, 2004 and $68.5 at December 31, 2005 of liabilities subject to compromise related to discontinued operations. The increase between 2004 and 2005 primarily relates to a $42.1 claim settlement in the fourth quarter of 2005 (see Note 3). The balance of the amounts at December 31, 2004 and 2005 were primarily accounts payable.

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		Years ended December 31,
		2003				2004				2005
Professional fees		$	27.5			$	39.0			$	35.2
Interest income			(.8	)			(.8	)			(2.1	)
Assigned intercompany claims for benefit of certain creditors			—				—				1,131.5
Other			.3				.8				(2.5	)
		$	27.0			$	39.0			$	1,162.1

NOTE 2—	SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

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			December 31,
			2004				2005
Fabricated products—
	Finished products		$	23.3			$	34.7
	Work in process			42.2				43.1
	Raw materials			27.9				26.3
	Operating, repairs and maintenance parts			11.8				11.1
				105.2				115.2
Commodities— Primary aluminum				.1				.1
			$	105.3			$	115.3

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		Year ended
		December 31,
		2003				2004				2005
Gains on sale of real estate and miscellaneous equipment associated with properties with no operations (Note 5)		$	—			$	1.8			$	—
Settlement of outstanding obligations of former affiliate			—				6.3				—
Asbestos and personal injury-related charges (Note 11)			—				(1.0	)			—
Adjustment to environmental liabilities (Note 11)			(7.5	)			(1.4	)			—
All other, net			2.3				(1.5	)			(2.4	)
		$	(5.2	)		$	4.2			$	(2.4	)

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		2003												2004												2005
						Primary												Primary												Primary
		Alumina				Aluminum								Alumina				Aluminum								Alumina				Aluminum
		Interests				Interests				Total				Interests				Interests				Total				Interests				Interests				Total
Net sales		$	637.9			$	26.8			$	664.7			$	546.0			$	.2			$	546.2			$	42.9			$	—			$	42.9
Operating income (loss)			(450.1	)			(58.2	)			(508.3	)			53.6				(59.8	)			(6.2	)			(20.7	)			.7				(20.0	)
Gain on sale of commodity interests			—				—				—				103.2				23.4				126.6				366.2				—				366.2
Income (loss) before income taxes and minority interests			(453.7	)			(57.5	)			(511.2	)			158.2				(35.7	)			122.5				363.4				.7				364.1
Net income (loss)			(459.9	)			(54.8	)			(514.7	)			142.7				(21.4	)			121.3				363.0				.7				363.7

(1)	Alumina interests for the year ended December 31, 2003 include Gramercy/ KJBC impairment charges of $368.0 (see Note 5).
(2)	Primary aluminum interests for the year ended December 31, 2004 includes impairment charges of $33.0 (Valco—Notes 2 and 5).

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(3)	Alumina interests for the year ended December 31, 2005 includes a KBC bauxite supply agreement rejection charge of $42.1 (see below).

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			December 31,
			2004				2005
Current assets			$	50.7			$	69.9
Non-current assets (primarily property, plant, and equipment, net)				36.3				52.9
	Total assets		$	87.0			$	122.8
Current liabilities			$	15.6			$	36.1
Long-term liabilities				21.6				50.1
Stockholders’ equity				49.8				36.6
	Total liabilities and stockholders’ equity		$	87.0			$	122.8

		Year ended December 31,
		2003				2004				2005
Net sales		$	205.5			$	249.2			$	266.2
Costs and expenses			(196.5	)			(223.1	)			(243.9	)
Provision for income taxes			(2.6	)			(7.4	)			(6.7	)
Net income		$	6.4			$	18.7			$	15.6
Company’s equity in income		$	3.3			$	8.2			$	4.8
Dividends received		$	4.3			$	4.5			$	9.0

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			December 31,
			2004				2005
Land and improvements			$	8.2			$	7.7
Buildings				63.8				62.4
Machinery and equipment				459.8				460.4
Construction in progress				6.1				25.0
				537.9				555.5
Accumulated depreciation				(323.3	)			(332.1	)
	Property, plant, and equipment, net		$	214.6			$	223.4

•	In January 2003, the Court approved the sale of the Tacoma facility to the Port of Tacoma (the “Port”). Gross proceeds from the sale, before considering approximately $4.0 of proceeds being held in escrow pending the resolution of certain environmental and other issues, were approximately $12.1. The Port also agreed to assume the on-site environmental remediation obligations. The sale closed in February 2003. The sale resulted in a pre-tax gain of approximately $9.5 (which amount was reflected in Other operating charges (benefits), net—see Note 6). The operating results of the Tacoma facility for 2004, 2003 and 2002 have not been reported as discontinued operations in the accompanying Statements of Consolidated Income (Loss) because such amounts were not material.
•	KACC had a long-term liability, net of estimated subleases income, on an office complex in Oakland, California, in which KACC had not maintained offices for a number of years, but for which it was responsible for lease payments as master tenant through 2008 under a sale-and-leaseback agreement. The Company also held an investment in certain notes issued by the owners of the building (which were included in Other assets). In October 2002, the Company entered into a contract to sell its interests and obligations in the office complex. As the contract amount was less than the asset’s net carrying value (included in Other assets), the Company recorded a non-cash impairment charge in 2002 of approximately $20.0 (which amount was reflected in Other operating charges (benefits), net—see Note 6). The sale was approved by the Court in February 2003 and closed in March 2003. Net cash proceeds were approximately $61.1.
•	In July 2003, with Court approval, the Company sold certain equipment at the Spokane, Washington facility that was no longer required as a part of past product rationalizations. Proceeds from the sale were approximately $7.0, resulting in a net gain of approximately $5.0 after considering sale related costs. The gain on the sale of this equipment has been netted against

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additional impairment charges of approximately $1.1 associated with equipment to be abandoned or otherwise disposed of primarily as a result of product rationalizations (which amounts were reflected in Other operating charges (benefits), net—see Note 6). The equipment that was sold in July 2003 had been previously impaired to a zero basis. The impairment was based on information available at that time and the expectation that proceeds from the eventual sale of the equipment would be fully offset by sale related costs to be borne by the Company.

•	On July 1, 2004, with Court approval, the Company completed the sale of its interests in and related to Alpart for a base purchase price of $295.0 plus certain adjustments of approximately $20.0. The transaction resulted in a gross sales price of approximately $315.0, subject to certain post-closing adjustments, and a pre-tax gain of approximately $101.6. Offsetting the cash proceeds were approximately $14.5 of payments made by KACC to fund the prepayment of KACC’s share of the Alpart-related debt (see Note 7) and $3.3 of transaction-related costs. The balance of the proceeds were held in escrow primarily for the benefit of certain creditors as provided in the AJC and KJC joint plan of liquidation (the “AJC/ KJC Plan”). In accordance with SFAS No. 144, balances and results of operations related to the Company’s interests and related to Alpart have been reported as discontinued operations in the accompanying financial statements (see Note 3). A net benefit of approximately $1.6 was recorded in December 2004 in respect of the Alpart-related purchase price adjustments. Such amounts were collected during the second quarter of 2005.
•	In May 2004, the Company entered into an agreement to sell its interests in and related to the Gramercy facility and KJBC. The sale closed on October 1, 2004 with Court approval. Net proceeds from the sale were approximately $23.0, subject to various closing and post closing adjustments. Such adjustments were insignificant. The transaction was completed at an amount approximating its remaining book value (after impairment charges). A substantial portion of the proceeds were used to satisfy transaction related costs and obligations. As previously reported, the Company had determined that the fair values of its interests in and related to Gramercy/ KJBC was below the carrying values of the assets because all offers that had been received for such assets were substantially below the carrying values of the assets. Accordingly, in the fourth quarter of 2003, KACC adjusted the carrying value of its interests in and related to Gramercy/ KJBC to the estimated fair value, which resulted in a non-cash impairment charge of approximately $368.0 (which amount was reflected in discontinued operations— see Note 3). In accordance with SFAS No. 144, the Company’s interests in and related to the Gramercy facility and KJBC have been reported as discontinued operations in the accompanying financial statements (see Note 3).
•	During 2003, the Company and Valco participated in extensive negotiations with the Government of Ghana (“GoG”) and the Volta River Authority (“VRA”) regarding Valco’s power situation and other matters. Such negotiations did not result in a resolution of such matters. However, as an outgrowth of such negotiations, the Company and the GoG entered into a Memorandum of Understanding (“MOU”) in December 2003 pursuant to which KACC would sell its 90% interest in and related to Valco to the GoG. The Company collected $5.0 pursuant to the MOU. However, a new financial agreement was reached in May 2004 and the MOU was amended. Under the revised financial terms, the Company was to retain the $5.0 already paid by the GoG and $13.0 more was to be paid by the GoG as full and final consideration for the transaction at closing. The Company also agreed to fund certain end of service benefits of Valco employees (estimated to be approximately $9.8) which the GoG was to assume under the original MOU. The agreement was approved by the Court on September 29, 2004. The sale closed on October 29, 2004. As the revised purchase price under the amended MOU was well below the Company’s recorded value for

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	Valco, the Company recorded a non-cash impairment charge of $31.8 in its first quarter 2004 financial statements to reduce the carrying value of its interests in and related to Valco at March 31, 2004 to the amount of the expected proceeds (which amount was reflected in discontinued operations— see Note 3). As a result, at closing there was no material gain or loss on disposition. In accordance with SFAS No. 144, balances and results of operations related to the Company’s interests in and related to Valco have been reported as discontinued operations in the accompanying financial statements (see Note 3).
•	In June 2004, with Court approval, the Company completed the sale of the Mead Facility for approximately $7.4 plus assumption of certain site-related liabilities. The sale resulted in net proceeds of approximately $6.2 and a pre-tax gain of approximately $23.4. The pre-tax gain includes the impact from the sale of certain non-operating land in the first quarter of 2004 that was adjacent to the Mead Facility. The pre-tax gain on the sale of this property had been deferred pending the finalization of the sale of the Mead Facility and transfer of the site-related liabilities. Proceeds from the sale of the Mead Facility totaling $4.0 were held in escrow as Restricted proceeds from sale of commodity interests until the value of the secured claim of the holders of the 7.6% solid waste disposal revenue bonds was determined by the Court (see Note 7). In accordance with SFAS No. 144, the assets, liabilities and operating results of the Mead Facility have been reported as discontinued operations in the accompanying financial statements (see Note 3).
•	In the ordinary course of business, KACC sold non-operating real estate and certain miscellaneous equipment for total proceeds of approximately $1.9. These transactions resulted in pre-tax gains of $1.8 (included in Other income (expense)— see Note 2).

•

In April 2005, the Company completed the sale of its interests in and related to QAL. Net cash proceeds from the sale total approximately $401.4. The buyer also assumed KACC’s obligations in respect of approximately $60.0 of QAL debt (see Note 4). In connection with the completion of the sale, the Company also paid a termination fee of $11.0. After considering transaction costs (including the termination fee and a $7.7 deferred charge associated with a back-up bid fee), the transaction resulted in a gain, net of estimated income tax of $7.9, of approximately $366.2. As described in Note 1, a substantial majority of the proceeds from the sale of the Company’s interests in and related to QAL were held in escrow for the benefit of KAAC’s creditors until the KAAC/ KFC Plan was confirmed by the Court (see Note 1) and became effective. In accordance with SFAS No. 144, balances and results of operations related to the Company’s interests in and related to QAL have been reported as discontinued operations in the accompanying financial statements (see Note 3).

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			Year ended December 31,
			2003				2004				2005
Charges associated with 2004 portion of deferred contribution plans implemented in 2005 (Note 9)—
	Fabricated Products		$	—			$	—			$	(6.3	)
	Corporate			—				—				(.5	)
Pension charge related to terminated pension plans— Corporate (Note 9)				(121.2	)			(310.0	)			—
Charge related to settlement with United Steelworkers of America unfair labor practice allegations—Corporate (Note 11)				—				(175.0	)			—
Settlement charge related to termination of Post-retirement medical benefits plans—Corporate (Note 9)				—				(312.5	)			—
Restructured transmission service agreement—Primary Aluminum (Note 14)				(3.2	)			—				—
Environmental multi-site settlement—Corporate (Note 11)				(15.7	)			—				—
Hearing loss claims—Corporate (Note 11)				(15.8	)			—				—
Gain on sale of Tacoma facility—Primary Aluminum (Note 5)				9.5				—				—
Gain on sale of equipment, net—Fabricated Products (Note 5)				3.9				—				—
Other				.9				4.3				(1.2	)
			$	(141.6	)		$	(793.2	)		$	(8.0	)

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			December 31,
			2004				2005
Secured:
	Post-Petition Credit Agreement		$	—			$	—
	7.6% Solid Waste Disposal Revenue Bonds due 2027			1.6				—
	Other borrowings (fixed rate)			2.4				2.3
Unsecured or Undersecured:
	97/8% Senior Notes due 2002, net			172.8				172.8
	107/8% Senior Notes due 2006, net			225.0				225.0
	123/4% Senior Subordinated Notes due 2003			400.0				400.0
	7.6% Solid Waste Disposal Revenue Bonds due 2027			17.4				17.4
	Other borrowings (fixed and variable rates)			32.4				32.4
Total				851.6				849.9
Less— Current portion				(1.2	)			(1.1	)
	Pre-Filing Date claims included in subject to compromise (i.e. unsecured debt) (Note 1)			(847.6	)			(847.6	)
Long-term debt			$	2.8			$	1.2

•	Replaced the existing post-petition credit facility with a new $200.0 post-petition credit facility (the “DIP Facility”) and
•	Included a commitment, upon the Debtors’ emergence from the Chapter 11 proceedings, for exit financing in the form of a $200.0 revolving credit facility (the “Revolving Credit Facility”) and a fully-drawn term loan (the “Term Loan”) of up to $50.0 (collectively referred to as “Exit Financing”).

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			Year ended December 31,
			2003				2004				2005
Domestic			$	(286.7	)		$	(886.1	)		$	(1,130.7	)
Foreign				14.6				24.2				20.8
	Total		$	(272.1	)		$	(861.9	)		$	(1,109.9	)

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			Federal				Foreign				State				Total
2003 Current			$	—			$	(1.3	)		$	—			$	(1.3	)
	Deferred			—				(.2	)			—				(.2	)
	Total		$	—			$	(1.5	)		$	—			$	(1.5	)
2004 Current			$	—			$	(6.4	)		$	—			$	(6.4	)
	Deferred			—				.2				—				.2
	Total		$	—			$	(6.2	)		$	—			$	(6.2	)
2005 Current			$	—			$	(3.8	)		$	.5			$	(3.3	)
	Deferred			—				.5				—				.5
	Total		$	—			$	(3.3	)		$	.5			$	(2.8	)

		Year ended December 31,
		2003				2004				2005
Amount of federal income tax benefit based on the statutory rate		$	95.2			$	301.7			$	388.5
Increase in valuation allowances			(98.1	)			(304.7	)			(379.8	)
Percentage depletion			6.4				5.1				—
Foreign taxes			(1.5	)			(6.3	)			3.9
Other			(3.5	)			(2.0	)			(15.4	)
Provision for income taxes		$	(1.5	)		$	(6.2	)		$	(2.8	)

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				December 31,
				2004				2005
Deferred income tax assets:
	Postretirement benefits other than pensions			$	396.0			$	398.9
	Loss and credit carryforwards				411.3				348.0
	Pension benefits				243.6				170.5
	Other liabilities				153.7				168.3
	Other				75.0				39.0
	Assigned intercompany claim for benefit of certain creditors				—				443.9
	Valuation allowances				(1,221.3	)			(1,527.1	)
		Total deferred income tax assets— net			58.3				41.5
Deferred income tax liabilities:
	Property, plan, and equipment				(39.0	)			(41.3	)
	Other				(22.0	)			(2.5	)
		Total deferred income tax liabilities			(61.0	)			(43.8	)
Net deferred income tax assets (liabilities)(1)				$	(2.7	)		$	(2.3	)

(1)	These deferred income tax liabilities are included in the Consolidated Balance Sheets as of December 31, 2004 and 2005, respectively, in the caption entitled Long-term liabilities.

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			Pension benefits												Medical/Life benefits
			2003				2004				2005				2003				2004				2005
Benefit obligations assumptions:
	Discount rate			6.00	%			5.75	%			5.50	%			6.00	%			5.75	%			—
	Rate of compensation increase			4.00	%			3.00	%			3.00	%			4.00	%			4.00	%			—
Net periodic benefit cost assumptions:
	Discount rate			6.00	%			5.75	%			5.75	%			6.75	%			6.00	%			—
	Expected return on plan assets			9.00	%			8.50	%			8.50	%			—				—				—
	Rate of compensation increase			4.00	%			3.00	%			3.00	%			4.00	%			4.00	%			—

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				Pension benefits								Medical/Life benefits
				2004				2005				2004				2005
Change in Benefit Obligation:
	Obligation at beginning of year			$	644.7			$	27.2			$	1,014.0			$	1,042.0
	Service cost				3.8				1.2				7.0				—
	Interest cost				28.6				1.6				58.9				—
	Curtailments, settlements and amendments				(609.6	)			(.2	)			—				—
	Actuarial (gain) loss				(37.0	)			3.4				19.1				—
	Benefits paid				(3.3	)			(1.1	)			(57.0	)			(25.0	)
		Obligation at end of year			27.2				32.1				1,042.0				1,017.0
Change in Plan Assets:
	FMV of plan assets at beginning of year				364.1				14.2				—				—
	Actual return on assets				(13.0	)			2.0				—				—
	Employer contributions				2.4				6.4				57.0				25.0
	Assets for which contributions transferred to the PBGC				(336.0	)			—				—				—
		Benefits paid			(3.3	)			(1.1	)			(57.0	)			(25.0	)
		FMV of plan assets at end of year			14.2				21.5				—				—
	Obligation in excess of plan assets				13.0				10.6				1,042.0				1,017.0
	Unrecognized net actuarial loss				(6.6	)			(9.6	)			—				—
	Unrecognized prior service costs				(.5	)			(1.1	)			—				—
	Adjustment required to recognize minimum liability				6.8				8.9				—				—
	Estimated net liability to PBGC in respect of Terminated Plans				630.0				619.0				—				—
	Intangible asset and other				1.3				1.1				—				—
		Accrued benefit liability		$	644.0			$	628.9			$	1,042.0			$	1,107.0

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			Pension benefits												Medical/Life benefits
			2003				2004				2005				2003				2004				2005
Service cost			$	10.2			$	4.7			$	1.2			$	7.1			$	7.0			$	—
Interest cost				60.7				30.8				1.6				51.3				58.9				—
Expected return on plan assets				(38.6	)			(22.9	)			(1.5	)			—				—				—
Amortization of prior service cost				3.6				2.6				.1				(22.5	)			(21.7	)			—
Amortization of net (gain) loss				16.1				5.0				.4				9.7				24.6				—
Net periodic benefit costs				52.0				20.2				1.8				45.6				68.8				—
Less discontinued operations reported separately				(15.3	)			(7.8	)			—				(11.9	)			(10.2	)			—
	Defined benefit plans			36.7				12.4				1.8				33.7				58.6				—
401K (pension)				—				—				7.2				—				—				—
			$	36.7			$	12.4			$	9.0			$	33.7			$	58.6			$	—

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•	An amount not to exceed $36.0 and payable on emergence from the Chapter 11 proceedings so long as the Company’s liquidity (i.e. cash plus borrowing availability) is at least $50.0 after considering such payments.

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	To the extent that less than the full $36.0 is paid and the Company’s interests in Anglesey are subsequently sold, a portion of such sales proceeds, in certain circumstances, will be used to pay the shortfall.

•	On an annual basis, 10% of the first $20.0 of annual cash flow, as defined, plus 20% of annual cash flow, as defined, in excess of $20.0. Such annual payments shall not exceed $20.0 and will also be limited (with no carryover to future years) to the extent that the payments do not cause the Company’s liquidity to be less than $50.0.
•	Advances of $3.1 in June 2004 and $1.9 per month thereafter until the Company emerges from the Cases. Any advances made pursuant to such agreement will constitute a credit toward the $36.0 maximum contribution due upon emergence.

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		2003				2004				2005
Outstanding at beginning of year ($5.63, $3.34 and $3.14, respectively)			1,454,861				850,140				810,040
Expired or forfeited ($8.86, $7.25 and $2.49, respectively)			(604,721	)			(40,100	)			(318,920	)
Outstanding at end of year ($3.34, $3.14 and $3.57, respectively)			850,140				810,040				491,120
Exercisable at end of year ($3.34, $3.04 and $3.41, respectively)			645,659				781,856				462,936

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		2003				2004				2005
Balance at beginning of period		$	59.1			$	82.5			$	58.3
Additional accruals			25.6				8.4				.5
Less expenditures			(2.2	)			(32.6	)			(12.3	)
Balance at end of period(1)		$	82.5			$	58.3			$	46.5

(1)	As of December 31, 2004 and 2005, $30.6 and $30.7, respectively, of the environmental accrual was included in Liabilities subject to compromise (see Note 1) and the balance was included in Long-term liabilities.

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		December 31,
		2004				2005
Liability		$	1,115.0			$	1,115.0
Receivable(1)			967.0				965.5
		$	148.0			$	149.5

		Year ended
		December 31,
														Inception
		2003				2004				2005				to date
Payments made, including related legal costs		$	—			$	—			$	—			$	(355.7	)
Insurance recoveries(2)			18.6				2.7				1.5				267.7
		$	18.6			$	2.7			$	1.5			$	(88.0	)

(1)	The asbestos-related receivable was determined on the same basis as the asbestos-related cost accrual. However, no assurances can be given that KACC will be able to project similar recovery percentages for future asbestos-related claims or that the amounts related to future asbestos-related claims will not exceed KACC’s aggregate insurance coverage. Amounts are stated in nominal dollars and not discounted to present value as the Company cannot currently project the actual timing of payments or insurance recoveries particularly in light of the expected treatment of such items in any plan of reorganization that is ultimately filed. The Company believes that, as of December 31, 2005, it had received all insurance recoveries that it is likely to collect in respect of asbestos-related costs paid. See Note 1.
(2)	Excludes certain amounts paid by insurers into a separate escrow account (in respect of future settlements) more fully discussed below.

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Notional

amount of

Carrying/

contracts

market

Commodity

Period

(mmlbs)

value

Aluminum—

Option sale contracts

1/06 through 12/11

84.7

$

1.5

Fixed priced purchase contracts

1/06 through 12/06

15.7

1.1

Notional

amount of

Carrying/

contracts

market

Foreign currency

Period

(mm GBP)

value

Pounds Sterling—

Option sale contracts

1/06 through 12/07

84.0

$

3.2

Fixed priced purchase contracts

1/06 through 12/07

84.0

(4.2

)

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			Year ended December 31,
			2003				2004				2005
Net Sales:
	Fabricated Products		$	597.8			$	809.3			$	939.0
	Primary Aluminum			112.4				133.1				150.7
			$	710.2			$	942.4			$	1,089.7
Equity in income (loss) of unconsolidated affiliate:
	Primary Aluminum		$	3.3			$	8.5			$	4.8
Segment Operating Income (Loss):(1)
	Fabricated Products(2)		$	(21.2	)		$	33.0			$	87.2
	Primary Aluminum			6.7				13.9				16.4
	Corporate and Other			(74.7	)			(71.3	)			(35.8	)
	Other Operating Charges Net (Note 6)			(141.6	)			(793.2	)			(8.0	)
			$	(230.8	)		$	(817.6	)		$	59.8

(1)	In 2004 and 2005, the Company chose to reallocate for segment purposes the amount of post-retirement medical costs charged to the business units so that the Corporate segment began to incur the excess of the total expenses over the amount of VEBA contributions allocable to the Fabricated products business unit and Discontinued operations.
(2)	Operating results for 2003, 2004 and 2005 include LIFO inventory charges of $3.2, $12.1 and $9.3, respectively.

			Year ended December 31,
			2003				2004				2005
Depreciation and amortization:(1)
	Fabricated Products		$	22.8			$	21.8			$	19.6
	Primary Aluminum			1.1				.2				—
	Corporate and Other			1.8				.3				.3
			$	25.7			$	22.3			$	19.9
Capital expenditures:(2)
	Fabricated Products		$	8.9			$	7.6			$	30.6
	Corporate and Other			—				—				.4
			$	8.9			$	7.6			$	31.0

(1)	Depreciation and amortization expense excludes depreciation and amortization expense of discontinued operations of $47.5 in 2003 and $13.1 in 2004.
(2)	Capital expenditures exclude capital expenditures of discontinued operations of $28.3 in 2003 and $3.5 in 2004.

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			December 31,
			2004				2005
Investments in and advances to unconsolidated affiliate:
	Primary Aluminum		$	16.7			$	12.6
	Corporate and Other			—				—
			$	16.7			$	12.6
Segment assets:
	Fabricated Products		$	430.0			$	403.8
	Primary Aluminum			95.5				62.3
	Corporate and Other, including restricted proceeds from the sale of commodity interests in 2004 of $280.8			1,287.4				1,072.8
	Discontinued operations			69.5				—
			$	1,882.4			$	1,538.9

				Year ended
				December 31,
				2003				2004				2005
Income taxes paid:(1)
	Fabricated Products—
		United States		$	.1			$	—			$	—
		Canada			4.7				—				3.4
				$	4.8			$	—			$	3.4

(1)	Income taxes paid excludes income tax paid by discontinued operations of $41.3 in 2003, $10.7 in 2004 and $18.9 in 2005.

				Year ended December 31,
				2003				2004				2005
Net sales to unaffiliated customers:
	Fabricated Products
		United States		$	525.6			$	705.7			$	836.1
		Canada			72.2				103.6				102.9
					597.8				809.3				939.0
	Primary Aluminum
		United States			3.8				—				2.6
		United Kingdom			108.6				133.1				148.1
					112.4				133.1				150.7
				$	710.2			$	942.4			$	1,089.7

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				December 31,
				2004				2005
Long-lived assets:(1)
	Fabricated Products—
		United States		$	193.4			$	204.0
		Canada			17.8				17.6
					211.2				221.6
	Primary Aluminum—
		United Kingdom			16.7				12.6
	Corporate and Other—
		United States			3.4				2.1
				$	231.3			$	236.3

(1)	Long-lived assets include Property, plant, and equipment, net and Investments in and advances to unconsolidated affiliates. Prepared on a going-concern basis— see Note 2.
(2)	Long-lived assets excludes long-lived assets of discontinued operations of $38.9 in 2004.

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				As								As								As
				previously				As				previously				As				previously				As
				reported(1)				restated				reported(1)				restated				reported(1)				restated
				Mar. 31,				Mar. 31,				Jun. 30,				Jun. 30,				Sept. 30				Sept. 30,
				2005				2005				2005				2005				2005				2005
Net sales				$	281.4			$	281.4			$	262.9			$	262.9			$	271.6			$	271.6
Costs and expenses:
	Cost of products sold				242.2				243.0				234.2				234.4				233.7				233.5
	Depreciation and amortization				4.9				4.9				5.2				5.2				4.9				4.9
	Selling, administration, research and development, and general				17.7				12.2				17.0				12.6				17.7				13.2
	Other operating charges, net				6.2				6.2				—				—				.3				.3
		Total costs and expenses			271.0				266.3				256.4				252.2				256.6				251.9
Operating income (loss)					10.4				15.1				6.5				10.7				15.0				19.7
Other income (expense):
	Interest expense (excluding unrecorded interest expense)				(2.1	)			(2.1	)			(1.1	)			(1.1	)			(1.0	)			(1.0	)
	Reorganization items				(7.8	)			(7.8	)			(9.3	)			(9.3	)			(8.2	)			(8.2	)
	Other— net				(.4	)			(.4	)			(.6	)			(.6	)			(.5	)			(.5	)
Income (loss) before income taxes and discontinued operations					.1				4.8				(4.5	)			(.3	)			5.3				10.0
Provision for income taxes					(2.4	)			(2.4	)			(2.2	)			(2.2	)			(1.4	)			(1.4	)
Income (loss) from continuing operations					(2.3	)			2.4				(6.7	)			(2.5	)			3.9				8.6
Income (loss) from discontinued operations					10.6				10.6				368.3				368.3				8.0				8.0
Cumulative effect on years prior to 2005 of adopting accounting for conditional asset retirement obligations					(4.7	)			(4.7	)			—				—				—				—
Net income (loss)				$	3.6			$	8.3			$	361.6			$	365.8			$	11.9			$	16.6
Earnings (loss) per share—
	Basic/ Diluted:
	Income (loss) from continuing operations			$	(.03	)		$	.03			$	(.08	)		$	(.03	)		$	.05			$	.11
	Income (loss) from discontinued operations			$	.13			$	.13			$	4.62			$	4.62			$	.10			$	.10
	Loss from cumulative effect on years prior to 2005 of adopting accounting for conditional asset retirement obligations			$	(.06	)		$	(.06	)		$	—			$	—			$	—			$	—
	Net income (loss)			$	.04			$	.10			$	4.54			$	4.59			$	.15			$	.21
Weighted average shares outstanding (000):
	Basic/ Diluted				79,681				79,681				79,674				79,674				79,672				79,672

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				As								As								As
				previously				As				previously				As				previously				As
				reported(1)				restated				reported(1)				restated				reported(1)				restated
				Mar. 31,				Mar. 31,				Jun. 30,				Jun. 30,				Sept. 30				Sept. 30,
				2005				2005				2005				2005				2005				2005
Liabilities subject to compromise				$	3,952.9			$	3,946.2			$	3,950.4			$	3,938.0			$	3,949.8			$	3,931.7
Stockholders’ equity (deficit):
	Common stock				.8				.8				.8				.8				.8				.8
	Additional capital				538.0				538.0				538.0				538.0				538.0				538.0
	Accumulated deficit				(2,913.9	)			(2,909.2	)			(2,552.3	)			(2,543.4	)			(2,540.4	)			(2,526.8	)
	Accumulated other comprehensive income (loss)				(7.6	)			(5.6	)			(9.0	)			(5.5	)			(10.0	)			(5.5	)
		Total stockholders’ equity (deficit)			(2,382.7	)			(2,376.0	)			(2,022.5	)			(2,010.1	)			(2,011.6	)			(1,993.5	)
		Total liabilities and stockholders’ equity (deficit)		$	1,570.2			$	1,570.2			$	1,927.9			$	1,927.9			$	1,938.2			$	1,938.2

			As								As								As
			previously				As				previously				As				previously				As
			reported(1)				restated				reported(1)				restated				reported(1)				restated
			Mar. 31,				Mar. 31,				Jun. 30,				Jun. 30,				Sept. 30				Sept. 30,
			2005				2005				2005				2005				2005				2005
Cash flows from operating activities:
	Net income (loss)		$	3.6			$	8.3			$	365.2			$	374.1			$	377.1			$	390.7
	Less net income (loss) from discontinued operations			10.6				10.6				378.9				378.9				386.9				386.9
	Net income (loss) from continuing operations, including from cumulative effect of adopting change in accounting in 2005			(7.0	)			(2.3	)			(13.7	)			(4.8	)			(9.8	)			3.8
(Decrease) increase in prepaid expenses and other current assets				(2.5	)			.5				(1.3	)			8.0				.3				7.1
Increase (decrease) in other accrued liabilities				4.8				4.1				2.5				(3.4	)			(8.9	)			(11.8	)
Net cash impact of changes in long-term assets and liabilities				(1.0	)			(8.0	)			(.3	)			(12.6	)			2.6				(14.9	)
Net cash provided (used) by operating activities			$	(8.3	)		$	(8.3	)		$	11.3			$	11.3			$	15.1			$	15.1

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(1)

The “As previously reported” amounts shown above include the effect of the adoption of FIN 47 on December 31, 2005 retroactive to the beginning of the year as discussed in Notes 2 and 4. Such retroactive application is required by GAAP and is not considered a “restatement.” The retroactive impact of the adoption of FIN 47 was a charge of $4.7 in the first quarter of 2005 in respect of the cumulative effect upon adoption and immaterial adjustments to cost of products sold in each quarter of 2005.

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				Quarter ended
				March 31,				June 30,				September 30,
				(restated)(1)				(restated)(1)				(restated)(1)				December 31,
				(In millions of dollars, except share amounts)
2005
	Net sales			$	281.4			$	262.9			$	271.6			$	273.8
	Operating income (loss)				15.1				10.7				19.7				14.3
	Income (loss) from continuing operations				2.4				(2.5	)			8.6				(1,121.2	) (2)
	Income/(loss) from discontinued operations				10.6				368.3	(3)			8.0				(23.2	)
	Cumulative effect on years prior to 2005 of adopting accounting for conditional asset retirement obligations				(4.7	)			—				—				—
	Net income (loss)				8.3				365.8				16.6				(1,144.4	)
	Basic/diluted earnings (loss) per share(6)
	Income (loss) from continuing operations				.03				(.03	)			.11				(14.07	)
	Income (loss) from discontinued operations				.13				4.62				.10				(.29	)
	Loss from cumulative effect on years prior to 2005 of adopting accounting for conditional asset retirement obligations				(.06	)			—				—				—
	Net income (loss)				.10				4.59				.21				(14.36	)
	Common stock market price:(6)
		High			.12				.09				.07				.05
		Low			.05				.06				.01				.03

				Quarter ended
				March 31,				June 30,				September 30,				December 31,
2004
	Net sales			$	210.2			$	230.1			$	244.4			$	257.7
	Operating income (loss)				(10.3	)			(4.4	)			(160.5	)			(624.4	)
	Loss from continuing operations				(22.6	)			(14.8	)			(173.2	)(4)			(657.5	)(5)
	Income (loss) from discontinued operations				(41.4	)			39.0				103.7				20.0
	Net income (loss)				(64.0	)			24.2				(69.5	)			(637.5	)
	Basic/diluted earnings (loss) per share(6)
	Loss from continuing operations				(.28	)			(.19	)			(2.17	)			(8.25	)
	Income (loss) from discontinued operations				(.52	)			.49				1.30				.25
	Net income (loss)				(.80	)			.30				(.87	)			(8.00	)
	Common stock market price:(6)
		High			.15				.10				.08				.10
		Low			.08				.02				.03				.04

(1)	As more fully discussed in Note 16 of Notes to Consolidated Financial Statements, the Company has restated its financial statements for the quarters ended March 31, 2005; June 30, 2005; and September 30, 2005, to reflect a different treatment for cash payments to the VEBAs and change in accounting for derivative financial instruments.

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(2)	Includes a non-cash reorganization charge of $1,131.5 related to assignment (for the purposes of determining distribution under the KAAC/ KFC Plan) of the value of an intercompany claim to certain third-party creditors (see Note 1 of Notes to Consolidated Financial Statements).
(3)	Includes a gain of approximately $366.2 in respect of the sale of the Company’s interests in and related to QAL.
(4)	Includes a non-cash pension charge of $155.5 (see Note 6 of Notes to Consolidated Financial Statements).
(5)	Includes a non-cash pension charge of $154.5, a non-cash charge related to termination of post-retirement medical benefits plan of $312.5 and a related non-cash charge of $175.0 related to a settlement with the United Steel Workers of America (see Note 6 of Notes to Consolidated Financial Statements).
(6)	Earnings (loss) per share and market price may not be meaningful because the equity interests of the Company’s existing stockholders are expected to be cancelled without consideration pursuant to the Kaiser Aluminum Amended Plan.

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					December 31,
					2001				2002				2003				2004				2005
					(in millions of dollars)
Assets
Current assets:
	Cash and cash equivalents				$	154.1			$	77.4			$	35.5			$	55.4			$	49.5
	Receivables					66.8				62.5				80.5				111.0				101.5
	Inventories					138.3				103.8				92.5				105.3				115.3
	Prepaid expenses and other current assets					20.6				27.0				23.8				19.6				21.0
	Discontinued operations’ current assets					379.4				245.9				193.7				30.6				—
		Total current assets				759.2				516.6				426.0				321.9				287.3
Investments in and advances to unconsolidated affiliate						18.9				15.2				13.1				16.7				12.6
Property, plant, and equipment— net						294.4				255.3				230.1				214.6				223.4
Restricted proceeds from sale of commodity interests						—				—				—				280.8				—
Personal injury-related insurance recoveries receivable						501.2				484.0				465.4				967.0				965.5
Goodwill						11.4				11.4				11.4				11.4				11.4
Other assets						149.9				126.3				43.7				31.1				38.7
Discontinued operations’ long-term assets						1,008.7				816.6				433.8				38.9				—
		Total			$	2,743.7			$	2,225.4			$	1,623.5			$	1,882.4			$	1,538.9
Liabilities and Stockholders’ Equity
Liabilities not subject to compromise—
Current liabilities:
		Accounts payable and accruals			$	274.4			$	93.7			$	98.4			$	175.3			$	149.6
		Accrued postretirement medical benefit obligation— current portion				62.0				60.2				32.5				—				—
		Payable to affiliate				10.9				11.2				11.4				14.7				14.8
		Long-term debt— current portion				173.5				.9				1.3				1.2				1.1
		Discontinued operations’ current liabilities				282.6				167.6				177.5				57.7				2.1
			Total current liabilities			803.4				333.6				321.1				248.9				167.6
	Long-term liabilities					808.8				55.7				59.4				32.9				42.0
	Accrued postretirement medical benefit obligation					642.2				—				—				—				—
	Long-term debt					678.7				20.7				2.2				2.8				1.2

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					December 31,
					2001				2002				2003				2004				2005
					(in millions of dollars)
	Discontinued operations’ liabilities, including liabilities subject to compromise and minority interests					251.0				226.4				208.7				26.4				68.5
						3,184.1				636.4				591.4				311.0				279.3
Liabilities subject to compromise						—				2,673.9				2,770.1				3,954.9				4,400.1
Minority interests						.7				.7				.7				.7				.7
Stockholders’ equity:
		Common stock				.8				.8				.8				.8				.8
		Additional capital				539.1				539.9				539.1				538.0				538.0
		Accumulated deficit				(913.7	)			(1,382.4	)			(2,170.7	)			(2,917.5	)			(3,671.2	)
		Accumulated other comprehensive income (loss)				(67.3	)			(243.9	)			(107.9	)			(5.5	)			(8.8	)
			Total stockholders’ equity			(441.1	)			(1,085.6	)			(1,738.7	)			(2,384.2	)			(3,141.2	)
			Total		$	2,743.7			$	2,225.4			$	1,623.5			$	1,882.4			$	1,538.9

(1)	Prepared on a “going concern” basis. See Notes 1 and 2 of Notes to Consolidated Financial Statements for a discussion of the possible impact of the Cases. Also, as more fully discussed in Note 1 of Notes to Consolidated Financial Statements, the Company expects that, upon emergence from the Cases, fresh start accounting would be applied which would adversely affect comparability of the December 31, 2005 balance sheet to the balance sheet of the entity upon emergence.
(2)	The Selected Consolidated Financial Data should be read in conjunction with “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and the consolidated financial statements and the notes thereto. The consolidated financial data has been derived from the audited consolidated financial statements.

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				Year ended December 31,
				2001				2002				2003				2004				2005
				(in millions of dollars, except share
				amounts)
Net sales				$	889.5			$	709.0			$	710.2			$	942.4			$	1,089.7
Costs and expenses:
	Cost of products sold				823.4				671.4				681.2				852.2				951.1
	Depreciation and amortization				32.1				32.3				25.7				22.3				19.9
	Selling, administrative, research and development, and general				93.7				118.6				92.5				92.3				50.9
	Other operating charges, net				30.1				31.8				141.6				793.2				8.0
		Total costs and expenses			979.3				854.1				941.0				1,760.0				1,029.9
Operating income (loss)					(89.8	)			(145.1	)			(230.8	)			(817.6	)			59.8
Other income (expense):
	Interest expense (excluding unrecorded contractual interest expense of $84.0 in 2002 and $95.0 in 2003, 2004 and 2005, respectively)				(106.2	)			(19.0	)			(9.1	)			(9.5	)			(5.2	)
	Reorganization items				—				(33.3	)			(27.0	)			(39.0	)			(1,162.1	)
	Other— net				(68.7	)			(.9	)			(5.2	)			4.2				(2.4	)
Loss before income taxes and discontinued operations					(264.7	)			(198.3	)			(272.1	)			(861.9	)			(1,109.9	)
Provision for income taxes					(523.4	)			(4.4	)			(1.5	)			(6.2	)			(2.8	)
Minority interests					(.2	)			—				—				—				—
Income (loss) from continuing operations					(788.3	)			(202.7	)			(273.6	)			(868.1	)			(1,112.7	)
Discontinued operations:
	Loss from discontinued operations, net of income taxes and minority interests				165.3				(266.0	)			(514.7	)			(5.3	)			(2.5	)
	Gain from sale of commodity interests				163.6				—				—				126.6				366.2
Income (loss) from discontinued operations					328.9				(266.0	)			(514.7	)			121.3				363.7
Cumulative effect on years prior to 2005 of adopting accounting for conditional asset retirement obligations					—				—				—				—				(4.7	)
Net loss				$	(459.4	)		$	(468.7	)		$	(788.3	)		$	(746.8	)		$	(753.7	)
Earnings (loss) per share— Basic/ Diluted: (3)
	Loss from continuing operations			$	(9.82	)		$	(2.52	)		$	(3.41	)		$	(10.88	)		$	(13.97	)
	Income (loss) from discontinued operations			$	4.09			$	(3.30	)		$	(6.42	)		$	1.52			$	4.57
	Loss from cumulative effect on years prior to 2005 of adopting accounting for conditional asset retirement obligations			$	—			$	—			$	—			$	—			$	(.06	)
	Net loss			$	(5.73	)		$	(5.82	)		$	(9.83	)		$	(9.36	)		$	(9.46	)

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			Year ended December 31,
			2001				2002				2003				2004				2005
			(in millions of dollars, except share
			amounts)
Dividends per common share			$	—			$	—			$	—			$	—			$	—
Weighted average shares outstanding (000): (3)
	Basic			80,235				80,578				80,175				79,815				79,675
	Diluted			80,235				80,578				80,175				79,815				79,675

(1)	Prepared on a “going concern” basis. See Notes 1 and 2 of Notes to Consolidated Financial Statements for a discussion of the possible impact of the Cases.
(2)	The Selected Consolidated Financial Data should be read in conjunction with “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and the consolidated financial statements and the notes thereto. The consolidated financial data has been derived from the audited consolidated financial statements.
(3)	Earnings (loss) per share and share information may not be meaningful because, pursuant to the Kaiser Aluminum Amended Plan, the equity interests of the Company’s existing stockholders are expected to be cancelled without consideration.

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Item 1.	Financial statements

				Predecessor
				December 31,					September 30,
				2005					2006
Assets
Current assets:
	Cash and cash equivalents			$	49.5				$	52.7
	Receivables:
		Trade, less allowance for doubtful receivables of $2.9 and $2.0			94.6					109.3
		Other			6.9					6.9
	Inventories				115.3					181.3
	Prepaid expenses and other current assets				21.0					27.7
		Total current assets			287.3					377.9
	Investments in and advances to unconsolidated affiliate				12.6					13.3
	Property, plant, and equipment— net				223.4					148.4
	Personal injury-related insurance recoveries receivable				965.5					—
	Intangible assets including goodwill of $11.4 at December 31, 2005				11.4					9.6
	Net assets in respect of VEBAs				—					32.9
	Other assets				38.7					39.0
		Total		$	1,538.9				$	621.1
Liabilities and Stockholders’ Equity
Liabilities not subject to compromise—
	Current liabilities:
		Accounts payable		$	51.4				$	61.7
		Accrued interest			1.0					.1
		Accrued salaries, wages, and related expenses			42.0					33.6
		Other accrued liabilities			55.2					50.9
		Payable to affiliate			14.8					19.5
		Long-term debt— current portion			1.1					—
		Discontinued operations’ current liabilities			2.1					—
		Total current liabilities			167.6					165.8
	Long-term liabilities				42.0					59.4
	Long-term debt				1.2					50.0
	Discontinued operations’ liabilities (liabilities subject to compromise)				68.5					—
					279.3					275.2
Liabilities subject to compromise					4,400.1					—
Minority interests					.7					—
Commitments and contingencies
Stockholders’ equity:
	Common stock, par value $.01, authorized 45,000,000 shares; issued and outstanding shares 20,525,660 at September 30, 2006				.8					.2
	Additional capital				538.0					482.5
	Retained earnings (deficit)				(3,671.2	)				14.3
	Common stock owned by Union VEBA subject to transfer restrictions, at reorganization value, 6,291,945 shares at September 30, 2006				—					(151.1	)
	Accumulated other comprehensive (loss)				(8.8	)				—
		Total stockholders’ equity			(3,141.2	)				345.9
		Total		$	1,538.9				$	621.1

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								Three months ended
								September 30, 2006
				Predecessor									Period from
				three months									July 1, 2006
				ended				Predecessor					through
				September 30,				July 1,					September 30,
				2005				2006					2006
				(restated
Net sales				$	271.6			$	—				$	331.4
Costs and expenses:
	Cost of products sold				233.5				—					291.8
	Depreciation and amortization				4.9				—					2.8
	Selling, administrative, research and development, and general				13.2				—					18.0
	Other operating charges (credits), net				.3				—					(2.9	)
		Total costs and expenses			251.9				—					309.7
Operating income					19.7				—					21.7
Other income (expense):
	Interest expense (excluding unrecorded contractual interest expense of $23.7 for the three months ended September 30, 2005)				(1.0	)			—					—
	Reorganization items				(8.2	)			3,108.1					—
	Other— net				(.5	)			—					.9
Income before income taxes and discontinued operations					10.0				3,108.1					22.6
Provision for income taxes					(1.4	)			—					(8.3	)
Income from continuing operations					8.6				3,108.1					14.3
Income from discontinued operations, net of income taxes					8.0				—					—
Net income				$	16.6			$	3,108.1				$	14.3
Earnings per share— Basic:
	Income from continuing operations			$	.11			$	39.02				$	.72
	Income from discontinued operations			$	.10			$	—				$	—
	Net income per share			$	.21			$	39.02				$	.72
Earnings per share— Diluted (same as basic for Predecessor):
	Income from continuing operations												$	.72
	Income from discontinued operations												$	—
	Net income per share												$	.72
Weighted average number of common shares outstanding (000):
	Basic				79,672				79,672					20,002
	Diluted				79,672				79,672					20,029

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								Nine months ended
								September 30, 2006
				Predecessor				Predecessor					Period from
				nine months				period from					July 1, 2006
				ended				January 1, 2006					through
				September 30,				to July 1,					September 30,
				2005				2006					2006
				(restated)
Net sales				$	815.9			$	689.8				$	331.4
Costs and expenses:
	Cost of products sold				710.9				596.4					291.8
	Depreciation and amortization				15.0				9.8					2.8
	Selling, administrative, research and development, and general				38.0				30.3					18.0
	Other operating charges (credits), net				6.5				.9					(2.9	)
		Total costs and expenses			770.4				637.4					309.7
Operating income					45.5				52.4					21.7
Other income (expense):
	Interest expense (excluding unrecorded contractual interest expense of $71.2 for the nine months ended September 30, 2005 and $47.4 for the period from January 1, 2006 to July 1, 2006)				(4.2	)			(.8	)				—
	Reorganization items				(25.3	)			3,093.1					—
	Other— net				(1.5	)			1.2					.9
Income before income taxes and discontinued operations					14.5				3,145.9					22.6
Provision for income taxes					(6.0	)			(6.2	)				(8.3	)
Income from continuing operations					8.5				3,139.7					14.3
Discontinued operations:
	Income from discontinued operations, net of income taxes				21.3				4.3					—
	Gain from sale of commodity interests, net of income taxes of $8.5 in 2005				365.6				—					—
Income from discontinued operations					386.9				4.3					—
Cumulative effect on years prior to 2005 of adopting accounting for conditional asset retirement obligations					(4.7	)			—					—
Net income per share				$	390.7			$	3,144.0				$	14.3
Earnings per share— Basic:
	Income from continuing operations			$	.11			$	39.42				$	.72
	Income from discontinued operations			$	4.85			$	.05				$	—
	Loss from cumulative effect on years prior to 2005 of adopting accounting for conditional asset retirement obligations			$	(.06	)		$	—				$	—
	Net income per share			$	4.90			$	39.47				$	.72
Earnings per share— Diluted (same as basic for Predecessor):
	Income from continuing operations												$	.72
	Income from discontinued operations												$	—
	Net income per share												$	.72
Weighted average number of common shares outstanding (000):
	Basic				79,676				79,672					20,002
	Diluted				79,676				79,672					20,029

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														Common stock
														owned by
														Union VEBA				Accumulated
										Retained				subject to				other
		Common				Additional				earnings				transfer				comprehensive
		stock				capital				(deficit)				restrictions				income (loss)				Total
BALANCE, December 31, 2004		$	.8			$	538.0			$	(2,917.5	)		$	—			$	(5.5	)		$	(2,384.2	)
Net income			—				—				390.7				—				—				390.7
Unrealized net increase in value of derivative instruments arising during the period			—				—				—				—				(.2	)			(.2	)
Reclassification adjustment for net realized losses on derivative instruments included in net income			—				—				—				—				.2				.2
Comprehensive income (loss)																							390.7
BALANCE, September 30, 2005		$	.8			$	538.0			$	(2,526.8	)		$	—			$	(5.5	)		$	(1,993.5	)

														Common stock
														owned by
														Union VEBA				Accumulated
										Retained				subject to				other
		Common				Additional				earnings				transfer				comprehensive
		stock				capital				(deficit)				restrictions				income (loss)				Total
		(unaudited)
		(in millions of dollars)
BALANCE, December 31, 2005— Predecessor		$	.8			$	538.0			$	(3,671.2	)		$	—			$	(8.8	)		$	(3,141.2	)
Net income (same as Comprehensive income)— Predecessor			—				—				35.9				—				—				35.9
BALANCE, June 30, 2006— Predecessor			.8				538.0				(3,635.3	)			—				(8.8	)			(3,105.3	)
Cancellation of Predecessor common stock			(.8	)			.8				—				—				—				—
Issuance of Successor common stock (20,000,000 shares) to creditors			.2				480.2				—				—				—				480.4
Common stock owned by Union VEBA subject to transfer restrictions, at reorganization value, 6,291,945 shares			—				—				—				(151.1	)			—				(151.1	)
Plan and fresh start adjustments			—				(538.8	)			3,635.3				—				8.8				3,105.3
BALANCE, July 1, 2006			.2				480.2				—				(151.1	)			—				329.3
Net income (same as Comprehensive income)			—				—				14.3				—				—				14.3
Issuance of 4,273 shares of common stock to directors in lieu of annual retainer fees			—				.2				—				—				—				.2
Amortization of unearned equity compensation			—				2.1				—				—				—				2.1
BALANCE, September 30, 2006		$	.2			$	482.5			$	14.3			$	(151.1	)		$	—			$	345.9

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								Nine months ended
								September 30, 2006
				Predecessor				Predecessor					Period from
				nine months				period from					July 1, 2006
				ended				January 1, 2006					through
				September 30,				to July 1,					September 30,
				2005				2006					2006
Cash flows from operating activities:
	Net income			$	390.7			$	3,144.0				$	14.3
	Less net income from discontinued operations				386.9				4.3					—
	Net income from continuing operations				3.8				3,139.7					14.3
	Adjustments to reconcile net income (loss) from continuing operations to net cash provided (used) by operating activities:
		Depreciation and amortization (including deferred financing costs of $3.5, $.9 and $.1, respectively)			18.5				10.7					2.9
		Non-cash equity compensation			—				—					2.3
		Gain on discharge of pre-petition obligations and fresh start adjustments			—				(3,113.1	)				—
		Payments pursuant to plan of reorganization			—				(25.3	)				—
		Loss from cumulative effect on years prior to 2005 of adopting accounting for conditional asset retirement obligations			4.7				—					—
		Gain on sale of real estate			(.2	)			(1.6	)				—
		Equity in (income) loss of unconsolidated affiliate, net of distributions			.7				(10.1	)				(2.1	)
		Decrease (increase) in trade and other receivables			(2.1	)			(18.3	)				4.3
		(Increase) decrease in inventories			4.5				(7.8	)				(9.3	)
		Decrease (increase) in prepaid expenses and other current assets			7.1				(14.5	)				6.0
		Increase (decrease) in accounts payable and accrued interest			(10.2	)			4.7					7.4
		(Decrease) increase in other accrued liabilities			(11.8	)			5.7					(8.7	)
		(Decrease) increase in payable to affiliate			(2.7	)			18.2					(13.6	)
		Increase (decrease) in accrued and deferred income taxes			.8				(.5	)				6.3
		Net cash impact of changes in long-term assets and liabilities			(14.9	)			(8.0	)				(6.9	)
		Net cash provided by discontinued operations			13.4				8.5					—
		Other			3.5				—					—
		Net cash provided (used) by operating activities			15.1				(11.7	)				2.9
Cash flows from investing activities:
	Capital expenditures, net of accounts payable of $1.6 in both the period from January 1, 2006 to July 1, 2006 and the period from July 1, 2006 to September 30, 2006				(20.4	)			(28.1	)				(11.6	)
	Net proceeds from sale of real estate				.9				1.0					—
	Net cash provided by discontinued operations; primarily proceeds from sale of QAL in 2005				401.4				—					—
		Net cash (used) provided by investing activities			381.9				(27.1	)				(11.6	)
Cash flows from financing activities:
	Borrowings under Term Loan Facility				—				—					50.0
	Financing costs				(3.6	)			(.2	)				(.6	)
	Repayment of debt				(1.6	)			—					—
	Decrease (increase) in restricted cash				(1.7	)			1.5					—
	Net cash used by discontinued operations; primarily increase in restricted cash				(402.2	)			—					—
		Net cash provided (used) by financing activities			(409.1	)			1.3					49.4
Net increase (decrease) in cash and cash equivalents during the period					(12.1	)			(37.5	)				40.7
Cash and cash equivalents at beginning of period					55.4				49.5					12.0
Cash and cash equivalents at end of period				$	43.3			$	12.0				$	52.7
Supplemental disclosure of cash flow information:
	Interest paid, net of capitalized interest of $.2, $1.0 and $.6			$	.7			$	—				$	—
	Income taxes paid			$	19.5			$	1.2				$	.4
	Less income taxes paid by discontinued operations				(16.9	)			—					—
				$	2.6			$	1.2				$	.4

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1.	EMERGENCE FROM REORGANIZATION PROCEEDINGS

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																Adjusted
								Plan				Fresh start				balance
				Historical				adjustments(a)				adjustments(b)				sheet
Assets
Current assets:
	Cash and cash equivalents			$	37.3			$	(25.3	)		$	—			$	12.0
	Receivables:
		Trade, less allowance for doubtful receivables			114.1				—				.7				114.8
		Other			5.7				—				—				5.7
Inventories					123.1				—				48.9				172.0
Prepaid expenses and other current assets					34.0				(.3	)			—				33.7
		Total current assets			314.2				(25.6	)			49.6				338.2
Investments in and advances to unconsolidated affiliate					22.7				(.3	)			(11.3	)			11.1
Property, plant, and equipment— net					242.7				(4.1	)			(98.9	)			139.7
Personal injury-related insurance recoveries receivable					963.3				(963.3	)			—				—
Intangible assets					11.4				(11.7	)			12.6				12.3
Net assets in respect of VEBAs					—				33.2	(c)			—				33.2
Other assets					43.6				2.1				(.8	)			44.9
		Total		$	1,597.9			$	(969.7	)		$	(48.8	)		$	579.4
Liabilities and Stockholders’ Equity
Liabilities not subject to compromise—
	Current liabilities:
		Accounts payable		$	56.1			$	(.5	)		$	(1.8	)		$	53.8
		Accrued interest			1.1				(1.1	)			—				—
		Accrued salaries, wages, and related expenses			37.0				(4.1	)			.7				33.6
		Other accrued liabilities			61.0				(1.8	)			—				59.2
		Payable to affiliate			33.0				—				—				33.0
		Long-term debt— current portion			1.1				(1.1	)			—				—
		Discontinued operations’ current liabilities			1.5				—				—				1.5
		Total current liabilities			190.8				(8.6	)			(1.1	)			181.1
	Long-term liabilities				49.0				17.5				2.5				69.0
	Long-term debt				1.2				(1.2	)			—				—
	Discontinued operations’ liabilities (liabilities subject to compromise)				73.5				(73.5	)			—				—
					314.5				(65.8	)			1.4				250.1
Liabilities subject to compromise					4,388.0				(4,388.0	)			—				—
Minority interests					.7				(.7	)			—				—
Commitments and contingencies
Stockholders’ equity:
	Common stock				.8				.2	(d)			(.8	)			.2
	Additional capital				538.0				480.2	(d)			(538.0	)			480.2
	Common stock owned by Union VEBA subject to transfer restrictions				—				(151.1	)(c)			—				(151.1	)
	Accumulated deficit				(3,635.3	)			3,155.5	(e)			479.8	(f)			—
	Accumulated other comprehensive income (loss)				(8.8	)			—				8.8				—
		Total stockholders’ equity (deficit)			(3,105.3	)			3,484.8				(50.2	)			329.3
		Total		$	1,597.9			$	(969.7	)		$	(48.8	)		$	579.4

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(a)	Reflects impacts on the Effective Date of implementing the Plan, including the settlement of liabilities subject to compromise and related payments, distributions of cash and new shares of common stock and the cancellation of predecessor common stock (see Note 13). Includes the reclassification of approximately $21.0 from Liabilities subject to compromise to Long-term liabilities in respect of certain pension and benefit plans retained by the Company pending the outcome of the litigation with the Pension Benefit Guaranty Corporation (“PBGC”) as more fully discussed in Note 8.
(b)	Reflects the adjustments to reflect “fresh start” accounting. These include the write up of Inventories (see Note 2) and Property, plant and equipment to their appraised values and the elimination of Accumulated deficit and Additional paid in capital. The fresh start adjustments for intangible assets and stockholders’ equity are based on a third party appraisal report.
	In accordance with generally accepted accounting principles (“GAAP”), the reorganization value is allocated to individual assets and liabilities by first allocating value to current assets, current liabilities, monetary and similar long term items for which specific market values are determinable. The remainder is allocated to long term assets such as property, plant and equipment, equity investments, identified intangibles and unidentified intangibles (e.g. goodwill). To the extent that there is insufficient value to allocate to long term assets after first allocating to the current, monetary and similar items, such shortfall is first used to reduce unidentified intangibles to zero and then to proportionately reduce the amount allocated to property, plant and equipment, equity investments and identified intangibles based on the initial (pre-reorganization value allocation) assessed fair value. In allocating the reorganization value, the Company determined that the value of the long term assets exceeded the amount of reorganization value available to be allocated to such items by approximately $187.2. Such excess value was allocated to Property, plant and equipment, Investment in unconsolidated affiliate and Identified intangibles in the following amounts based on initial fair value assessments determined by a third party appraisal:

		Appraised value				Allocation of				Opening balance
		based on third				reorganization				sheet amount at
		party appraisal				value shortfall				July 1, 2006
Property, plant and equipment		$	299.8			$	(160.1	)		$	139.7
Investment in and advances to unconsolidated affiliate			24.0				(12.9	)			11.1
Identified intangibles			26.5				(14.2	)			12.3

(c)

As more fully discussed in Note 7, after discussions with the Securities and Exchange Commission, the Company concluded that, while the Company’s only obligations in respect of two voluntary employee beneficiary associations (the “VEBAs”) is an annual variable contribution obligation based primarily on earnings and capital spending, the Company should account for the VEBAs as defined benefit postretirement plans with a cap. Note 8 provides information regarding the opening balance sheet amounts in respect of the VEBAs and key assumptions used to derive such amounts.

(d)	Reflects the issuance of new common stock to pre-petition creditors.

(e)	Reflects gain extinguishment of obligations from implementation of the Plan.
(f)	Reflects fresh start loss of $47.4 and elimination of retained deficit.

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2.	SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

•	the Company directly owns 100% of the issued and outstanding shares of capital stock of Kaiser Aluminum Investments Company, a newly formed Delaware corporation (“KAIC”), which is intended to function as an intermediate holding company.

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•	KAIC owns 49% of the ownership interests of Anglesey Aluminium Limited (“Anglesey”) and 100% of the ownership interests of each of:

	-	Kaiser Aluminum Fabricated Products, LLC, a newly formed Delaware limited liability company (“KAFP”), which holds the assets and liabilities associated with the Company’s fabricated products business unit (excluding those assets and liabilities associated with the London, Ontario facility);
	-	Kaiser Aluminum Canada Limited, a newly formed Ontario corporation (“KACL”), which holds the assets and liabilities of the London, Ontario operations and certain former KACC Canadian subsidiaries that were largely inactive;
	-	Kaiser Aluminum & Chemical Corporation, LLC, a newly formed Delaware limited liability company (“KACC, LLC”), which, as a successor by merger, holds the remaining non-operating assets and liabilities of KACC not assumed by KAFP;
	-	Kaiser Aluminium International, Inc., Trochus Insurance Co., Ltd., and Kaiser Bauxite Company

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			Predecessor
			December 31,				September 30,
			2005				2006
Fabricated products—
	Finished products		$	34.7			$	57.4
	Work in process			43.1				59.2
	Raw materials			26.3				52.1
	Operating supplies and repairs and maintenance parts			11.1				12.4
				115.2				181.1
Commodities— Primary aluminum				.1				.2
			$	115.3			$	181.3

		Useful life
Land improvements			3-7
Buildings			15-35
Machinery and equipment			2-22

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		July 1,				September 30,
		2006				2006				Useful life
Customer relationships		$	8.1			$	6.3				15-18
Trade name			3.7				2.9				Indefinite
Patents			.5				.4				10
		$	12.3			$	9.6

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3.	INVESTMENT IN AND ADVANCES TO UNCONSOLIDATED AFFILIATE

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		Predecessor				Predecessor				Predecessor				Period from
		nine months				period from				three months				July 1, 2006
		ended				January 1, 2006				ended				through
		September 30,				to July 1,				September 30,				September 30,
		2005				2006				2005				2006
Purchases		$	94.8			$	82.4			$	30.3			$	50.1
Sales			27.7				24.9				6.9				8.6

4.	PROPERTY, PLANT, AND EQUIPMENT

		Predecessor
		December 31,				September 30,
		2005				2006
Land and improvements		$	7.7			$	12.8
Buildings			62.4				15.7
Machinery and equipment			460.4				73.0
Construction in progress			25.0				49.7
			555.5				151.2
Accumulated depreciation			(332.1	)			(2.8	)
Property, plant, and equipment, net		$	223.4			$	148.4

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5.	SECURED DEBT AND CREDIT FACILITIES

		Predecessor
		December 31,				September 30,
		2005				2006
Revolving Credit Facility		$	—			$	—
Term Loan Facility			—				50.0
Pre-Emergence Credit Agreement			—				—
Other borrowings (fixed rate)			2.3				—
Total			2.3				50.0
Less— Current portion			(1.1	)			—
Long-term debt		$	1.2			$	50.0

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6.	INCOME TAX MATTERS

						Three months ended
						September 30, 2006
		Predecessor									Period from
		three months									July 1, 2006
		ended				Predecessor					through
		September 30,				July 1,					September 30,
		2005				2006					2006
Domestic		$	—			$	—				$	2.7
Foreign			1.4				—					5.6
		$	1.4			$	—				$	8.3

						Nine months ended
						September 30, 2006
		Predecessor				Predecessor					Period from
		nine months				period from					July 1, 2006
		ended				January 1, 2006					through
		September 30,				to July 1,					September 30,
		2005				2006					2006
Domestic		$	—			$	(.8	)			$	2.7
Foreign			6.0				7.0					5.6
		$	6.0			$	6.2				$	8.3

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7.	EMPLOYEE BENEFIT AND INCENTIVE PLANS

•	The Company issued 515,150 shares of non-vested Common Stock to executive officers and other key employees. Of the 515,150 shares issued, 480,904 shares are subject to a three year cliff vesting requirement that lapses on July 6, 2009. The remainder vest ratably over a three year period. The fair value of the shares issued, after assuming a 5% forfeiture rate of $20.7 is being amortized to expense over a three year period on a roughly ratable basis.
•	The Company’s board of directors terminated the Company’s supplemental employee retirement plan (the “SERP” more fully described in Note 18) and funded payments totaling approximately $2.3. Such amounts had been fully accrued by the Predecessor and were included in the Company’s opening balance sheet. The SERP has been replaced by a non-qualified defined contribution plan (the “Restoration Plan”) and will restore certain benefits 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.
•	The Company paid $.5 in July 2006 to certain officers in respect of deferred retention payments previously accrued by the Predecessor. During August 2006, the Company paid $5.1 in respect of the pre-emergence long term incentive plan (“LTI”). Another $3.4 of LTI payments is due in July 2007 and approximately $.5 was determined to have been resolved pursuant to the Plan. The LTI amounts had been fully accrued by the Predecessor.
•	Certain employment agreements between the Company and members of management became effective. Additionally, other members of management continue to retain certain pre-emergence contractual arrangements. In particular, the terms of the severance and change in control agreements implemented as a part of the key employee retention program (the “KERP”) survive after the Effective Date for a period of one year and for a period ending two years following a change in control, respectively, in each case unless superseded by another agreement (see Note 18).

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•	A short term incentive plan for management payable in cash and which is based primarily on earnings, adjusted for certain safety and performance factors. Most of the Company’s locations also have similar programs for both hourly and salaried employees.
•	A stock based long term incentive plan for key managers. As more fully discussed in Emergence Related Compensation above, an initial, emergence-related award was made under this plan. Additional awards are expected to be made in future years.

•	A commitment to provide one or more defined contribution plan(s) as a replacement for the five defined benefit pension plans for hourly bargaining unit employees at four of the Company’s production facilities and one inactive operation (the “Hourly DB Plans”). The Hourly DB Plans at the four production facilities will, as more fully discussed in Note 8, likely be terminated during the fourth quarter of 2006, effective as of October 10, 2006 pursuant to a court ruling received in July 2006. It is anticipated that the replacement defined contribution plans for the production facilities will provide for an annual contribution of one dollar per hour worked by bargaining unit employee and, in certain instances, will provide for certain matching of contributions.
•	A defined contribution savings plan for hourly bargaining unit employees (the “Hourly DC Plan”) at all of the Company’s other production facilities (not covered by the Hourly DB Plans). Pursuant to the terms of Hourly DC Plan, the Company will be required to make annual contributions to the Steelworkers Pension Trust on the basis of one dollar per United Steelworkers (“USW”) employee hour worked at two facilities. The Company will also be required to make contributions to a defined contribution savings plan for active USW employees that will range from eight hundred dollars to twenty-four hundred dollars per employee per year, depending on the employee’s age. Similar defined contribution savings plans have been established for non-USW hourly employees subject to collective bargaining agreements. The Company currently estimates that contributions to all such plans will range from $3.0 to $6.0 per year.
•	A defined contribution savings plan for salaried and non-bargaining unit hourly employees (the “Salaried DC Plan”) providing for a match of certain contributions made by employees plus a contribution of between 2% and 10% of their salary depending on their age and years of service.

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•	The 6,291,945 shares of the Company’s Common Stock held by the Union VEBA that are not currently transferable, have been excluded from assets used to compute the net asset or liability of the Union VEBA, and will continue to be excluded until the restrictions lapse. Such shares are being accounted for similar to “treasury stock” in the interim.
•	The unrestricted shares of stock held by each VEBA have been valued at the fresh-start date at the fair value of $43.68 per share.
•	The Company has assumed that each VEBA will achieve a long term rate of return of approximately 5.5% on its assets. The long-term rate of return assumption is based on the Company’s expectation of the investment strategies to be utilized by the VEBAs’ trustees.
•	The annual variable payment obligation has been treated as a funding/contribution policy and not counted as a VEBA asset.

•	The APBO for each VEBA has been computed based on the level of benefits being provided by each VEBA at July 1, 2006.
•	The present value has been computed using a discount rate of return of 6.25%
•	Since the Salaried VEBA is currently paying a fixed annual amount to its constituents, no future cost trend rate increase has been assumed in computing the APBO for the Salaried VEBA.
•	For the Union VEBA, which is currently paying certain prescription drug benefits, an initial cost trend rate of 12% has been assumed and the trend rate is assumed to decline to 5% by 2013. The trend rate used by the Company is based on information provided by the Union VEBA.

		Union VEBA				Salaried VEBA				Total
APBO		$	(211.2	)		$	(50.8	)		$	(262.0	)
Plan Assets			213.3				81.9				295.2
Net asset		$	2.1			$	31.1			$	33.2

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							Three months ended
							September 30, 2006
			Predecessor									Period from
			three months									July 1, 2006
			ended				Predecessor					through
			September 30,				July 1,					September 30,
			2005				2006					2006
VEBA:
	Service cost		$	—			$	—				$	.3
	Interest cost			—				—					4.0
	Expected return on plan assets			—				—					(4.0	)
				—				—					.3
Defined benefit pension plans (including service costs of $.3, $— and $.2)				.3				—					.2
Defined contributions plans				1.8				—					1.7
Retroactive impact of 401(k) adoption included in other operating charges				.3				—					—
			$	2.4			$	—				$	2.2

							Nine months ended
							September 30, 2006
			Predecessor				Predecessor					Period from
			nine months				period from					July 1, 2006
			ended				January 1, 2006					through
			September 30,				to July 1,					September 30,
			2005				2006					2006
VEBA:
	Service cost		$	—			$	—				$	.3
	Interest cost			—				—					4.0
	Expected return on plan assets			—				—					(4.0	)
				—				—					.3
Defined benefit pension plans (including service costs of $.8, $.6 and $.2)				1.1				.8					.2
Defined contributions plans				5.2				4.1					1.7
Retroactive impact of 401(k) adoption included in other operating charges				5.9				—					—
			$	12.2			$	4.9				$	2.2

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						Three months ended
						September 30, 2006
		Predecessor									Period from
		three months									July 1, 2006
		ended				Predecessor					through
		September 30,				July 1,					September 30,
		2005				2006					2006
Fabricated products segment		$	2.1			$	—				$	1.8
Corporate segment			—				—					.4
Other operating charges (Note 10)			.3				—					—
		$	2.4			$	—				$	2.2

						Nine months ended
						September 30, 2006
		Predecessor				Predecessor					Period from
		nine months				period from					July 1, 2006
		ended				January 1, 2006					through
		September 30,				to July 1,					September 30,
		2005				2006					2006
Fabricated products segment		$	6.1			$	4.5				$	1.8
Corporate segment			.2				.4					.4
Other operating charges (Note 10)			5.9				—					—
		$	12.2			$	4.9				$	2.2

8.	COMMITMENTS AND CONTINGENCIES

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9.	DERIVATIVE FINANCIAL INSTRUMENTS AND RELATED HEDGING PROGRAMS (AFFECTING BOTH THE SUCCESSOR AND PREDECESSOR)

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Notional

amount of

Carrying/

contracts

market

Commodity

Period

(mmlbs)

value

Aluminum—

Option sale contracts

1/11 through 12/11

48.9

$

3.7

Fixed priced purchase contracts

10/06 through 12/07

50.5

(1.2

)

Fixed priced sales contracts

1/07 through 12/09

44.1

(.4

)

Notional

amount of

Carrying/

contracts

market

Foreign currency

Period

(mm)

value

Pounds Sterling—

Option sales contracts

10/06 through 12/07

52.5

$

.1

Fixed priced purchase contracts

10/06 through 12/07

52.5

6.2

Euro Dollars—

Fixed priced purchase contracts

10/06 through 1/08

4.0

—

Notional

amount of

Carrying/

contracts

market

Energy

Period

(mmbtu)

value

Natural gas—

Fixed priced purchase contracts(a)

10/06 through 3/08

1,390,000

$

(2.6

)

(a)

When the hedges in place as of September 30, 2006 are combined with price limits in the Company’s physical supply agreement, the Company’s exposure to increases in natural gas prices has been substantially limited for approximately 76% of the natural gas purchases for October 2006 through December 2006 and approximately 31% of the natural gas purchases for January 2007 through March 2007 and 14% of natural gas purchases for April 2007 through June 2007.

10.	OTHER OPERATING CHARGES (CREDITS), NET

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11.	SEGMENT AND GEOGRAPHICAL AREA INFORMATION

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								Three months ended
								September 30, 2006
				Predecessor									Period from
				three months									July 1, 2006
				ended				Predecessor					through
				September 30,				July 1,					September 30,
				2005				2006					2006
Net Sales:
	Fabricated Products			$	235.9			$	—				$	281.6
	Primary Aluminum				35.7				—					49.8
		Total Net Sales		$	271.6			$	—				$	331.4
Segment Operating Income (Loss):
	Fabricated Products(1)			$	25.7			$	—				$	29.1
	Primary Aluminum				5.2				—					2.8
	Corporate and Other				(10.9	)			—					(13.1	)
	Other Operating Charges (Credits), Net— Note 10				(.3	)			—					2.9
		Total Operating Income		$	19.7			$	—				$	21.7
Depreciation and amortization
	Fabricated Products			$	4.9			$	—				$	2.7
	Corporate and Other				—				—					.1
				$	4.9			$	—				$	2.8
Income taxes paid:(2)
	Fabricated Products—
		United States		$	—			$	—				$	—
		Canada			.2				—					.4
				$	.2			$	—				$	.4

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								Nine months ended
								September 30, 2006
				Predecessor				Predecessor					Period from
				nine months				period from					July 1, 2006
				ended				January 1, 2006					through
				September 30,				to July 1,					September 30,
				2005				2006					2006
Net Sales:
	Fabricated Products			$	707.7			$	590.9				$	281.6
	Primary Aluminum				108.2				98.9					49.8
		Total Net Sales		$	815.9			$	689.8				$	331.4
Segment Operating Income (Loss):
	Fabricated Products(1)			$	66.3			$	61.2				$	29.1
	Primary Aluminum				13.4				12.4					2.8
	Corporate and Other				(27.7	)			(20.3	)				(13.1	)
	Other Operating Charges (Credits), Net— Note 10				(6.5	)			(.9	)				2.9
		Total Operating Income		$	45.5			$	52.4				$	21.7
Depreciation and amortization
	Fabricated Products			$	14.8			$	9.7				$	2.7
	Corporate and Other				.2				.1					.1
				$	15.0			$	9.8				$	2.8
Income taxes paid:(2)
	Fabricated Products—
		United States		$	—			$	.2				$	—
		Canada			2.6				1.0					.4
				$	2.6			$	1.2				$	.4

(1)	Operating results for the period from January 1, 2006 to July 1, 2006 include a LIFO inventory charge of $21.7. Operating results for the period from July 1, 2006 through September 30, 2006 include a LIFO inventory benefit of $3.3.
(2)	Income taxes paid exclude foreign income tax paid by discontinued operations of $6.5 and $16.9, respectively, for the three and nine months ended September 30, 2005.

12.	SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

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13.	REORGANIZATION PROCEEDINGS

	(a)	Claims in Respect of Retiree Medical Obligations. Pursuant to settlements reached with representatives of hourly and salaried retirees:

	•	an aggregate of 11,439,900 shares of the Company’s Common Stock were delivered to the Hourly VEBA trust and entities that prior to the Effective Date acquired from the Union VEBA rights to receive a portion of such shares (see Note 7); and
	•	an aggregate of 1,940,100 shares of Common Stock were delivered to the Salaried Retiree VEBA trust and entities that prior to the Effective Date acquired from the Salaried Retiree VEBA rights to receive a portion of such shares (see Note 7).

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	(b)	Priority Claims and Secured Claims. All pre-petition priority claims, pre-petition priority tax claims and pre-petition secured claims were paid in full in cash.

	(c)	Unsecured Claims. With respect to pre-petition unsecured claims (other than the personal injury claims specified below):

	•	all pre-petition unsecured claims of the PBGC against the Company’s Canadian debtor affiliates were satisfied by the delivery of 2,160,000 shares of Common Stock and $2.5 in cash; and
	•	all pre-petition general unsecured claims against the Company, KACC and their remaining debtor subsidiaries, other than Canadian debtor subsidiaries, including claims of the PBGC and holders of public debt, were satisfied by the issuance of 4,460,000 shares of Common Stock to a third-party disbursing agent, with such shares to be delivered to the holders of such claims in accordance with the terms of the Plan (to the extent that such claims do not constitute convenience claims that have been or will be satisfied with cash payments). Of such 4,460,000 shares of Common Stock, approximately 331,000 shares were being initially held by the third-party disbursing agent as a reserve pending resolution of disputed claims; to the extent a holder of a disputed claim is not entitled to shares reserved in respect of such claim, such shares will be distributed to holders of allowed claims.

		(d)             Personal Injury Claims. Certain trusts (the “PI Trusts”) were formed to receive distributions from the Company, assume responsibility from the Company for personal injury liabilities (including those resulting from alleged pre-petition exposures to asbestos, silica and coal tar pitch volatiles and noise-induced hearing loss), and to make payments in respect of such personal injury claims. The Company contributed to the PI Trusts:

	•	the rights with respect to proceeds associated with personal injury-related insurance recoveries that were reflected on the Company’s financial statements at June 30, 2006 as a receivable having a value of $963.3 (see Note 19);
	•	$13.0 in cash, less approximately $.3 advanced prior to the Effective Date, which was paid on the Effective Date;
	•	the stock of a subsidiary whose primary assets was approximately 145 acres of real estate located in Louisiana and the rights as lessor under a lease agreement for such real property that produces modest rental income; and
	•	75% of a pre-petition general unsecured claim against KACC in the amount of $1.1 billion entitling certain of the PI Trusts to a share of the 4,460,000 shares of Common Stock distributed to unsecured claimholders.

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	(1) liabilities incurred after the date each entity filed for reorganization (i.e., its Filing Date);
	(2) pre-Filing Date liabilities that were expected to be paid in full, including priority tax and employee claims and certain environmental liabilities; and
	(3) pre-Filing Date liabilities that were approved for payment by the Bankruptcy Court and that were expected to be paid (in advance of a plan of reorganization) over the next twelve-month period in the ordinary course of business, including certain employee related items (salaries, vacation and medical benefits), claims subject to a currently existing collective bargaining agreements, and certain postretirement medical and other costs associated with retirees.

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		Predecessor				Predecessor
		December 31,				June 30,
		2005(1)				2006(1)
Accrued postretirement medical obligation (Note 18)		$	1,017.0			$	1,005.6
Accrued asbestos and certain other personal injury liabilities (Note 19)			1,115.0				1,115.0
Assigned intercompany claims for benefit of certain creditors			1,131.5				1,131.5
Debt (Note 7 of Notes to Consolidated Financial Statements in the Company’s Annual Report on Form 10-K for the year ended December 31, 2005)			847.6				847.6
Accrued pension benefits (Note 18)			626.2				625.5
Unfair labor practice settlement (Note 19)			175.0				175.0
Accounts payable			29.8				31.6
Accrued interest			44.7				44.7
Accrued environmental liabilities (Note 19)			30.7				29.4
Other accrued liabilities			37.2				36.7
Proceeds from sale of commodity interests			(654.6	)			(654.6	)
		$	4,400.1			$	4,388.0

(1)

The above amounts exclude $68.5 at December 31, 2005 and $73.5 at June 30, 2006 of liabilities subject to compromise related to discontinued operations. Approximately $42.1 of the excluded amounts at December 31, 2005 and June 30, 2006 relate to a claim settled in the fourth quarter of 2005 (see Note 3 of Notes to Consolidated Financial Statements in the Company’s Annual Report on Form 10-K for the year ended December 31, 2005). The balance of the amounts at December 31, 2005 and June 30, 2006 were primarily accounts payable.

		Predecessor
		three months
		ended				Predecessor
		September 30,				July 1,
		2005				2006
Gain on Plan implementation and fresh start		$	—			$	(3,113.1	)
Professional fees			8.7				5.0
Interest income			(.5	)			—
Other			—				—
		$	8.2			$	(3,108.1	)

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		Predecessor				Predecessor
		nine months				period from
		ended				January 1, 2006				Predecessor
		September 30,				to July 1,				July 1,
		2005				2006				2006
Gain on Plan implementation and fresh start		$	—			$	(3,113.1	)		$	(3,113.1	)
Professional fees			29.2				21.2				5.0
Interest income			(1.3	)			(1.4	)			—
Other			(2.6	)			.2				—
		$	25.3			$	(3,093.1	)		$	(3,108.1	)

14.	DISCONTINUED OPERATIONS

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						Three months ended
						September 30, 2006
		Predecessor									Period from
		three months									July 1, 2006
		ended				Predecessor					through
		September 30,				July 1,					September 30,
		2005				2006					2006
Net Sales		$	—			$	—				$	—
Operating income (loss)			1.7				—					—
Gain on sales of commodity assets			—				—					—
Income before income taxes			7.3				—					—
Net income			8.0				—					—

						Nine months ended
						September 30, 2006
		Predecessor				Predecessor					Period from
		nine months				period from					July 1, 2006
		ended				January 1, 2006					through
		September 30,				to July 1,					September 30,
		2005				2006					2006
Net sales		$	42.9			$	—				$	—
Operating income (loss)			21.4				(3.2	)				—
Gain on sales of commodity assets			365.6				—					—
Income before income taxes			398.9				4.3					—
Net income			386.9				4.3					—

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15.	RESTATED 2005 QUARTERLY DATA

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			Three months								Nine months
			As previously								As previously
			reported(1)				As restated				reported(1)				As restated
			September 30,				September 30,				September 30,				September 30,
			2005				2005				2005				2005
Net sales			$	271.6			$	271.6			$	815.9			$	815.9
Costs and expenses:
	Cost of products sold			233.7				233.5				710.0				710.9
	Depreciation and amortization			4.9				4.9				15.0				15.0
	Selling, administration, research and development, and general			17.7				13.2				52.4				38.0
	Other operating charges, net			.3				.3				6.5				6.5
	Total costs and expenses			256.6				251.9				783.9				770.4
Operating income				15.0				19.7				32.0				45.5
Other income (expense):
	Interest expense (excluding unrecorded interest expense)			(1.0	)			(1.0	)			(4.2	)			(4.2	)
	Reorganization items			(8.2	)			(8.2	)			(25.3	)			(25.3	)
	Other— net			(.5	)			(.5	)			(1.5	)			(1.5	)
Income before income taxes and discontinued operations				5.3				10.0				1.0				14.5
Provision for income taxes				(1.4	)			(1.4	)			(6.0	)			(6.0	)
Income (loss) from continuing operations				3.9				8.6				(5.0	)			8.5
Income from discontinued operations				8.0				8.0				386.9				386.9
Cumulative effect on years prior to 2005 of adopting accounting for conditional asset retirement obligations				—				—				(4.7	)			(4.7	)
Net income			$	11.9			$	16.6			$	377.2			$	390.7
Earnings (loss) per share— Basic/ Diluted:
	Income (loss) from continuing operations		$	.05			$	.11			$	(.06	)		$	.11
	Income from discontinued operations		$	.10			$	.10			$	4.85			$	4.85
	Loss from cumulative effect on years prior to 2005 of adopting accounting for conditional asset retirement obligations		$	—			$	—			$	(.06	)		$	(.06	)
	Net income		$	.15			$	.21			$	4.73			$	4.90
Weighted average shares outstanding (000):
	Basic/ Diluted			79,672				79,672				79,676				79,676

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				As previously
				reported(1)				As restated
				September 30,				September 30,
				2005				2005
Liabilities subject to compromise				$	3,949.8			$	3,931.7
Stockholders’ equity (deficit):
	Common stock				.8				.8
	Additional capital				538.0				538.0
	Accumulated deficit				(2,540.4	)			(2,526.8	)
	Accumulated other comprehensive income (loss)				(10.0	)			(5.5	)
		Total stockholders’ equity (deficit)			(2,011.6	)			(1,993.5	)
		Total liabilities and stockholders’ equity (deficit)		$	1,938.2			$	1,938.2

			As previously
			reported(1)				As restated
			September 30,				September 30,
			2005				2005
Cash flows from operating activities:
	Net income		$	377.1			$	390.7
	Less net income from discontinued operations			386.9				386.9
	Net income (loss) from continuing operations, including from cumulative effect of adopting change in accounting in 2005			(9.8	)			3.8
(Decrease) increase in prepaid expenses and other current assets				.3				7.1
Increase in other accrued liabilities				(8.9	)			(11.8	)
Net cash impact of changes in long-term assets and liabilities				2.6				(14.9	)
Net cash used by operating activities			$	15.1			$	15.1

(1)

The “As previously reported” amounts shown above include the effect of the adoption of FIN 47 on December 31, 2005 retroactive to the beginning of the year as discussed in Note 2. Such retroactive application is required by GAAP and is not considered a “restatement.” The retroactive impact of the adoption of FIN 47 was a charge of $4.7 in the first quarter of 2005 in respect of the cumulative effect upon adoption.

16.	DEBT AND CREDIT FACILITIES

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17.	INCOME TAX MATTERS

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18.	EMPLOYEE BENEFIT AND INCENTIVE PLANS

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	a) an amount not to exceed $36.0 and payable on emergence from the Chapter 11 proceedings so long as the Company’s liquidity (i.e. cash plus borrowing availability) was at least $50.0 after considering such payments; and
	b) advances of $3.1 in June 2004 and $1.9 per month thereafter until the Company emerged from the Chapter 11 proceedings. Any advances made pursuant to such agreement constitute a credit toward the $36.0 maximum contribution due upon emergence.

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•	Pursuant to the retention plan, retention payments were paid between September 2002 and March 31, 2004, except that 50% of the amounts payable to certain senior officers were withheld until the Company’s emergence from Chapter 11 proceedings or as otherwise agreed pursuant to the KERP (see Note 7).
•	The severance and change in control plans generally provided for severance payments of between nine months and three years of salary and certain benefits, depending on the facts and circumstances and the level of employee involved (see Note 7).
•	The completion incentive plan lapsed without any amounts being due.
•	The SERP generally provided additional non-qualified pension benefits for certain active employees at the time that the KERP was approved, who would suffer a loss of benefits based on Internal Revenue Code limitations, so long as such employees were not subsequently terminated for cause or voluntarily terminated their employment prior to reaching their retirement age.
•	The long-term incentive plan generally provided for incentive awards to key employees based on an annual cost reduction target. Payment of such long-term incentive awards generally will be made: (a) 50% upon emergence and (b) 50% one year from the date the Debtors emerged from the Chapter 11 proceedings. At September 30, 2006, approximately $3.4 was accrued in respect of the KERP long-term incentive plan.

19.	COMMITMENTS AND CONTINGENCIES

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		December 31,				June 30,
		2005				2006
Liability		$	1,115.0			$	1,115.0
Receivable(1)			965.5				963.3
		$	149.5			$	151.7

(1)

The asbestos-related receivable was determined on the same basis as the asbestos-related cost accrual. Amounts are stated in nominal dollars and not discounted to present value as the Company could not reasonably project the actual timing of payments or insurance recoveries particularly in light of the Plan. The Company believes that, as of June 30, 2006, it had received all insurance recoveries that it was likely to collect in respect of asbestos-related costs paid (see Note 13).

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Securities and Exchange Commission registration fee			$	32,317
NASD filing fee				35,851
Accounting fees and expenses				180,000
Legal fees and expenses				750,000
Printing and engraving expenses				425,000
Transfer agent and registrar fees and expenses				5,250
Miscellaneous expenses				21,582
	Total			1,450,000

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•	indemnify, defend and hold harmless the director or officer to the fullest extent permitted or required by Delaware law, except that, subject to certain exceptions, the director or officer will be indemnified with respect to a claim initiated by such director or officer against the Company or any other director or officer of the Company only if the Company has joined in or consented to the initiation of such claim;
•	advance prior to the final disposition of any indemnifiable claim any and all expenses relating to, arising out of or resulting from any indemnifiable claim paid or incurred by the director or officer or which the director or officer determines is reasonably likely to be paid or incurred by him or her; and
•	utilize commercially reasonable efforts to cause to be maintained in effect policies of directors’ and officers’ liability insurance providing coverage that is at least substantially comparable in scope and amount to that provided by the Company’s policies of directors’ and officers’ liability insurance at the time the parties enter into such indemnification agreement.

Number				Exhibit title
	1	.1		Form of Underwriting Agreement.*
	2	.1		Purchase Agreement, dated as of May 17, 2004, among Kaiser Aluminum & Chemical Corporation (“KACC”), Kaiser Bauxite Company (“KBC”), Gramercy Alumina LLC and St. Ann Bauxite Limited (incorporated by reference to Exhibit 2.1 to the Report on Form 8-K, dated as of October 1, 2004, filed by Kaiser Aluminum Corporation (“KAC”)).
	2	.2		Purchase Agreement, dated as of October 29, 2004, between KACC and the Government of the Republic of Ghana (incorporated by reference to Exhibit 2.1 to the Report on Form 8-K, dated as of October 29, 2004, filed by KAC).

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Number				Exhibit title
	2	.3		Purchase Agreement, dated as of October 28, 2004, among KACC, Kaiser Alumina Australia Corporation (“KAAC”) and Alumina & Bauxite Company Ltd. (incorporated by reference to Exhibit 2.5 to the Report on Form 10-Q for the quarterly period ended September 30, 2004, filed by KAC).
	2	.4		Third Amended Joint Plan of Liquidation for Alpart Jamaica Inc. (“AJI”) and Kaiser Jamaica Corporation (“KJC”), dated February 25, 2005 (incorporated by reference to Exhibit 99.1 to the Report on Form 10-K for the period ended December 31, 2004, filed by KAC).
	2	.5		Modification to the Third Amended Joint Plan of Liquidation for AJI and KJC, dated April 7, 2005 (incorporated by reference to Exhibit 2.2 to the Report Form 8-K dated December 19, 2005, filed by KAC).
	2	.6		Second Modification to the Third Amended Joint Plan of Liquidation for AJI and KJC, dated November 22, 2005 (incorporated by reference to Exhibit 2.3 to the Report Form 8-K dated December 19, 2005, filed by KAC).
	2	.7		Third Modification to the Third Amended Joint Plan of Liquidation for AJI and KJC, dated December 19, 2005 (incorporated by reference to Exhibit 2.4 to the Report Form 8-K dated December 19, 2005, filed by KAC).
	2	.8		Third Amended Joint Plan of Liquidation for KAAC and Kaiser Finance Corporation (“KFC”), dated February 25, 2005 (incorporated by reference to Exhibit 99.3 to the Report on Form 10-K for the period ended December 31, 2004, filed by KAC).
	2	.9		Modification to the Third Amended Joint Plan of Liquidation for KAAC and KFC, dated April 7, 2005 (incorporated by reference to Exhibit 2.6 to the Report on Form 8-K dated December 19, 2005, filed by KAC).
	2	.10		Second Modification to the Third Amended Joint Plan of Liquidation for KAAC and KFC, dated November 22, 2005 (incorporated by reference to Exhibit 2.7 to the Report on Form 8-K dated December 19, 2005, filed by KAC).
	2	.11		Third Modification to the Third Amended Joint Plan of Liquidation for KAAC and KFC, dated December 19, 2005 (incorporated by reference to Exhibit 2.8 to the Report on Form 8-K dated December 19, 2005, filed by KAC).
	2	.12		Second Amended Joint Plan of Reorganization for KAC, KACC and Certain of Their Debtor Affiliates, dated as of September 7, 2005 (incorporated by reference to Exhibit 99.2 to the Report on Form 8-K, dated as of September 8, 2005, filed by KAC).
	2	.13		Modifications to the Second Amended Joint Plan of Reorganization for KAC, KACC and Certain of Their Debtor Affiliates Pursuant to Stipulation and Agreed Order between Insurers, Debtors, Committee and Future Representatives (incorporated by reference to Exhibit 2.2 to the Report on Form 8-K, dated as of February 1, 2006, filed by KAC).
	2	.14		Modification to the Second Amended Joint Plan of Reorganization for KAC, KACC and Certain of Their Debtor Affiliates, dated as of November 22, 2005 (incorporated by reference to Exhibit 2.3 to the Report on Form 8-K, dated as of February 1, 2006, filed by KAC).
	2	.15		Third Modification to the Second Amended Joint Plan of Reorganization for KAC, KACC and Certain of Their Debtor Affiliates, dated as of December 16, 2005 (incorporated by reference to Exhibit 2.4 to the Report on Form 8-K, dated as of February 1, 2006, filed by KAC).
	2	.16		Order Confirming the Second Amended Joint Plan of Reorganization of KAC, KACC and Certain of Their Debtor Affiliates (incorporated by reference to Exhibit 2.5 to the Report on Form 8-K, dated as of February 1, 2006, filed by KAC).
	2	.17		Order Affirming the Confirmation Order of the Second Amended Joint Plan of Reorganization of KAC, KACC and Certain of Their Debtor Affiliates, as modified (incorporated by reference to Exhibit 2.6 to the Registration Statement on Form 8-A, dated as of July 6, 2006, filed by KAC).

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Number				Exhibit title
	2	.18		Special Procedures for Distributions on Account of NLRB Claim, as agreed by the National Labor Relations Board, the United Steel, Paper and Forestry, Rubber, Manufacturing, Energy, Allied Industrial and Service Workers International Union, AFL-CIO, CLC (formerly known as the United Steelworkers of America, AFL-CIO, CLC) (the “USW”) and the Company pursuant to Section 7.8e of the Second Amended Joint Plan of Reorganization of KAC, KACC and Certain of Their Debtor Affiliates, as modified (incorporated by reference to Exhibit 2.7 to the Registration Statement on Form 8-A, dated as of July 6, 2006, filed by KAC).
	3	.1		Amended and Restated Certificate of Incorporation of KAC (incorporated by reference to Exhibit 3.1 to the Registration Statement on Form 8-A, dated as of July 6, 2006, filed by KAC).
	3	.2		Amended and Restated Bylaws of KAC (incorporated by reference to Exhibit 3.2 to the Registration Statement on Form 8-A, dated as of July 6, 2006, filed by KAC).
	5	.1		Opinion of Jones Day.*
	10	.1		Senior Secured Revolving Credit Agreement, dated as of July 6, 2006, among KAC, Kaiser Aluminum Investments Company, Kaiser Aluminum Fabricated Products, LLC (“KAFP”), Kaiser Aluminium International, Inc., certain financial institutions from time to time party thereto, as lenders, J.P. Morgan Securities Inc., The CIT Group/ Business Credit, Inc. and JPMorgan Chase Bank, N.A., as administrative agent (incorporated by reference to Exhibit 10.1 to the Report on Form 8-K, dated as of July 6, 2006, filed by KAC).
	10	.2		Term Loan and Guaranty Agreement, dated as of July 6, 2006, among KAFP, KAC and certain indirect subsidiaries of the Company listed as “Guarantors” thereto, certain financial institutions from time to time party thereto, as lenders, J.P.Morgan Securities Inc., JPMorgan Chase Bank, N.A., as administrative agent, and Wilmington Trust Company, as collateral agent (incorporated by reference to Exhibit 10.2 to the Report on Form 8-K, dated as of July 6, 2006, filed by KAC).
	10	.3		Description of Compensation of Directors (incorporated by reference to Exhibit 10.3 to the Report on Form 8-K, dated as of July 6, 2006, filed by KAC).
	10	.4		Description of 2006 Short Term Incentive Plan for Key Managers (incorporated by reference to Exhibit 10.4 to the Report on Form 8-K, dated as of July 6, 2006, filed by KAC).
	10	.5		Employment Agreement, dated as of July 6, 2006, between KAC and Jack A. Hockema (incorporated by reference to Exhibit 10.5 to the Report on Form 8-K, dated as of July 6, 2006, filed by KAC).
	10	.6		Employment Agreement, dated as of July 6, 2006, between KAC and Joseph P. Bellino (incorporated by reference to Exhibit 10.6 to the Report on Form 8-K, dated as of July 6, 2006, filed by KAC).
	10	.7		Employment Agreement, dated as of July 6, 2006, between KAC and Daniel D. Maddox (incorporated by reference to Exhibit 10.7 to the Report on Form 8-K, dated as of July 6, 2006, filed by KAC).
	10	.8		Form of Director Indemnification Agreement (incorporated by reference to Exhibit 10.8 to the Report on Form 8-K, dated as of July 6, 2006, filed by KAC).
	10	.9		Form of Officer Indemnification Agreement (incorporated by reference to Exhibit 10.9 to the Report on Form 8-K, dated as of July 6, 2006, filed by KAC).
	10	.10		Form of Director and Officer Indemnification Agreement (incorporated by reference to Exhibit 10.10 to the Report on Form 8-K, dated as of July 6, 2006, filed by KAC).
	10	.11		2006 Equity and Performance Incentive Plan (incorporated by reference to Exhibit 99.1 to the Registration Statement on Form S-8 (Registration Statement No. 333-135613), dated as of July 6, 2006, filed by KAC).
	10	.12		Form of Executive Officer Restricted Stock Award (incorporated by reference to Exhibit 10.12 to the Report on Form 8-K, dated as of July 6, 2006, filed by KAC).

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Number				Exhibit title
	10	.13		Form of Non-Employee Director Restricted Stock Award (incorporated by reference to Exhibit 10.13 to the Report on Form 8-K, dated as of July 6, 2006, filed by KAC).
	10	.14		Kaiser Aluminum Fabricated Products Restoration Plan (incorporated by reference to Exhibit 10.14 to the Report on Form 8-K, dated as of July 6, 2006, filed by KAC).
	10	.15		Stock Transfer Restriction Agreement, dated as of July 6, 2006, between KAC and National City Bank, in its capacity as the trustee for the trust that provides benefits for certain eligible retirees of Kaiser Aluminum & Chemical Corporation represented by the USW, the International Union, United Automobile, Aerospace and Agricultural Implement Workers of America and its Local 1186, the International Association of Machinists and Aerospace Workers, the International Chemical Workers Union Council of the United Food & Commercial Workers, and the Paper, Allied-Industrial, Chemical and Energy Workers International Union, AFL-CIO, CLC and their surviving spouses and eligible dependents (the “Union VEBA Trust”) (incorporated by reference to Exhibit 4.1 to the Registration Statement on Form 8-A, dated as of July 6, 2006, filed by KAC).
	10	.16		Registration Rights Agreement, dated as of July 6, 2006, among KAC, the Union VEBA Trust and the other parties thereto (incorporated by reference to Exhibit 4.2 to the Registration Statement on Form 8-A, dated as of July 6, 2006, filed by KAC).
	10	.17		Director Designation Agreement, dated as of July 6, 2006, between KAC and the USW (incorporated by reference to Exhibit 4.3 to the Registration Statement on Form 8-A, dated as of July 6, 2006, filed by KAC).
	10	.18		Key Employee Retention Plan (effective September 3, 2002) (incorporated by reference to Exhibit 10.26 to the Report on Form 10-K for the period ended December 31, 2002, filed by KAC).
	10	.19		Form of Retention Agreement for the KACC Key Employee Retention Plan (effective September 3, 2002) for Jack A. Hockema and John Barneson (incorporated by reference to Exhibit 10.27 to the Report on Form 10-K for the period ended December 31, 2002, filed by KAC).
	10	.20		Severance Plan (effective September 3, 2002) (incorporated by reference to Exhibit 10.30 to the Report on Form 10-K for the period ended December 31, 2002, filed by KAC).
	10	.21		Form of Severance Agreement for the Severance Plan (effective September 3, 2002) for John Barneson, John M. Donnan and Daniel D. Maddox (incorporated by reference to Exhibit 10.31 to the Report on Form 10-K for the period ended December 31, 2002, filed by KAC).
	10	.22		Form of Change in Control Severance Agreement for John Barneson (incorporated by reference to Exhibit 10.32 to the Report on Form 10-K for the period ended December 31, 2002, filed by KAC).
	10	.23		Form of Change in Control Severance Agreement for John M. Donnan and Daniel D. Maddox (incorporated by reference to Exhibit 10.33 to the Report on Form 10-K for the period ended December 31, 2002, filed by KAC).
	10	.24		Description of Long-Term Incentive Plan (incorporated by reference to Exhibit 10.21 to the Report on Form 10-K for the period ended December 31, 2004, filed by KAC).
	10	.25		Settlement and Release Agreement dated October 5, 2004 by and among the Debtors (as defined therein) and the Creditors’ Committee (as defined therein) (incorporated by reference to Exhibit 10.2 to the Report on Form 10-Q for the quarterly period ended September 30, 2004, filed by KAC).
	10	.26		Amendment, dated as of January 27, 2005, to Settlement and Release Agreement dated as of October 5, 2004, by and among the Debtors (as defined therein) and the Creditors’ Committee (as defined therein) (incorporated by reference to Exhibit 10.23 to the Report on Form 10-K for the period ended December 31, 2004, filed by KAC).

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Number				Exhibit title
	10	.27		Settlement Agreement dated October 14, 2004, between KACC and the Pension Benefit Guaranty Corporation (incorporated by reference to Exhibit 10.3 to the Report on Form 10-Q for the period ended September 30, 2004, filed by KAC).
	10	.28		Release between KACC and Kerry A. Shiba (incorporated by reference to Exhibit 10.1 to the Report on Form 8-K, dated as of March 14, 2006, filed by KAC).
	21	.1		List of Subsidiaries of Kaiser Aluminum Corporation.†
	23	.1		Consent of Deloitte & Touche LLP.*
	23	.2		Consent of Jones Day (included in Exhibit 5.1).
	23	.3		Consent of Wharton Levin Ehrmantraut & Klein, P.A.*
	23	.4		Consent of Heller Ehrman LLP.*
	24	.1		Power of Attorney.†

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	/s/ DELOITTE & TOUCHE LLP

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				December 31,
				2004				2005
				(in millions of
				dollars, except share
				amounts)
ASSETS
Investment in KACC				$	(192.5	)		$	(944.0	)
	Total			$	(192.5	)		$	(944.0	)
LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)
Current liabilities				$	—			$	—
Intercompany note payable to KACC, including accrued interest (Note 3)					2,191.7				—
Stockholders’ equity (deficit):
	Common stock, par value $.01, authorized 125,000,000 shares; issued and outstanding 79,680,645 and 79,671,531 shares				.8				.8
	Additional capital				538.0				2,735.2
	Accumulated deficit				(2,917.5	)			(3,671.2	)
	Accumulated other comprehensive income (loss)				(5.5	)			(8.8	)
		Total stockholders’ equity			(2,384.2	)			(944.0	)
		Total		$	(192.5	)		$	(944.0	)

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		December 31,
		2003				2004				2005
		(in millions of dollars)
Equity in income (loss) of KACC		$	(788.1	)		$	(746.6	)		$	(753.5	)
Administrative and general expense			(.2	)			(.2	)			(.2	)
Interest expense on intercompany note (excluding unrecorded contractual interest expense of $153.6 in 2003 and 2004, and $25.6 in 2005 respectively— Note 3)			—				—				—
Net loss		$	(788.3	)		$	(746.8	)		$	(753.7	)

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				December 31,
				2003				2004				2005
				(in millions of dollars)
Cash flows from operating activities:
	Net loss			$	(788.3	)		$	(746.8	)		$	(753.7	)
	Adjustments to reconcile net income to net cash used for operating activities:
	Equity in loss of KACC				788.1				746.6				753.5
	Accrued interest on intercompany note payable to KACC				—				—				—
		Net cash used by operating activities			(.2	)			(.2	)			(.2	)
Cash flows from investing activities:
	Investment in KACC				—				—				—
		Net cash used by investing activities			—				—				—
Cash flows from financing activities:
	Operating cost advances from KACC				.2				.2				.2
		Net cash provided by financing activities			.2				.2				.2
Net (decrease) increase in cash and cash equivalents during the year					—				—				—
Cash and cash equivalents at beginning of year					—				—				—
Cash and cash equivalents at end of year				$	—			$	—			$	—

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1.	REORGANIZATION PROCEEDINGS

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	(a) All of the equity interests of existing stockholders of the Company would be cancelled without consideration.
	(b) All post-petition and secured claims would either be assumed by the emerging entity or paid at emergence (see “Exit Cost” discussion below).
	(c) Pursuant to agreements reached with salaried and hourly retirees in early 2004, in consideration for the agreed cancellation of the retiree medical plan, as more fully discussed in Note 8, KACC is making certain fixed monthly payments into Voluntary Employee Beneficiary Associations (“VEBAs”) until emergence and has agreed thereafter to make certain variable annual VEBA contributions depending on the emerging entity’s operating results and financial liquidity. In addition, upon emergence the VEBAs are entitled to receive a contribution of 66.9% of the new common stock of the emerged entity.
	(d) The PBGC will receive a cash payment of $2.5 and 10.8% of the new common stock of the emerged entity in respect of its claims against KACOCL. In addition, as described in (f) below, the PBGC will receive shares of new common stock based on its direct claims against the Remaining Debtors (other than KACOCL) and its participation, indirectly through the KAAC/ KFC Plan in claims of KFC against KACC, which the Company currently estimates will result in the PBGC receiving an additional 5.4% of the new common stock of the emerged

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	Kaiser Aluminum Corporation (parent company only)

	(e) Pursuant to an agreement reached in early 2005, all pending and future asbestos-related personal injury claims, all pending and future silica and coal tar pitch volatiles personal injury claims and all hearing loss claims would be resolved through the formation of one or more trusts to which all such claims would be directed by channeling injunctions that would permanently remove all liability for such claims from the Debtors. The trusts would be funded pursuant to statutory requirements and agreements with representatives of the affected parties, using (i) the Debtors’ insurance assets, (ii) $13.0 in cash from KACC, (iii) 100% of the equity in a KACC subsidiary whose sole asset will be a piece of real property that produces modest rental income, and (iv) the new common stock of the emerged entity to be issued as per (f) below in respect of approximately $830.0 of intercompany claims of KFC against KACC that are to be assigned to the trust, which the Company currently estimates will entitle the trusts to receive approximately 6.4% of the new common stock of the emerged entity.
	(f) Other pre-petition general unsecured claims against the Remaining Debtors (other than KACOCL) are entitled to receive approximately 22.3% of the new common stock of the emerging entity in the proportion that their allowed claim bears to the total amount of allowed claims. Claims that are expected to be within this group include (i) any claims of the Senior Notes, the Sub Notes and PBGC (other than the PBGC’s claim against KACOCL), (ii) the approximate $830.0 of intercompany claims that will be assigned to the personal injury trust(s) referred to in (e) above, and (iii) all unsecured trade and other general unsecured claims, including approximately $276.0 of intercompany claims of KFC against KACC. However, holders of general unsecured claims not exceeding a specified small amount will receive a cash payment equal to approximately 2.9% of their agreed claim value in lieu of new common stock. In accordance with the contractual subordination provisions of the indenture governing the Sub Notes and terms of the settlement between the holders of the Senior Notes and the holders of the Revenue Bonds, the new common stock or cash that would otherwise be distributed to the holders of the Sub Notes in respect of their claims against the Debtors would instead be distributed to holders of the Senior Notes and the Revenue Bonds on a pro rata basis based on the relative allowed amounts of their claims.

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2.	BASIS OF PRESENTATION

3.	INTERCOMPANY NOTE PAYABLE

4.	RESTRICTED NET ASSETS

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	(1)     for purposes of determining any liability under the Securities Act of 1933, the information omitted from the form of prospectus filed as part of this registration statement in reliance upon Rule 430A and contained in a form of prospectus filed by the registrant pursuant to Rule 424(b)(1) or (4) or 497(h) under the Securities Act shall be deemed to be part of this registration statement as of the time it was declared effective; and
	(2)     for the purpose of determining any liability under the Securities Act of 1933, each post-effective amendment that contains a form of prospectus shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at the time shall be deemed to be the initial bona fide offering thereof.

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	KAISER ALUMINUM CORPORATION

	By:	/s/     Jack A. Hockema

	Jack A. Hockema
	Chief Executive Officer

Signature		Title		Date
/s/  Jack A. Hockema   Jack A. Hockema		President, Chief Executive Officer and Chairman of the Board (Principal Executive Officer)		January 9, 2007
/s/  Joseph P. Bellino   Joseph P. Bellino		Executive Vice President and Chief Financial Officer (Principal Financial Officer)		January 9, 2007
/s/  Daniel D. Maddox   Daniel D. Maddox		Vice President and Controller (Principal Accounting Officer)		January 9, 2007
*   George Becker		Director		January 9, 2007
*   Carl B. Frankel		Director		January 9, 2007
*   Teresa A. Hopp		Director		January 9, 2007
*   William F. Murdy		Director		January 9, 2007
*   Alfred E. Osborne, Jr., Ph.D.		Director		January 9, 2007
*   Georganne C. Proctor		Director		January 9, 2007
*   Jack Quinn		Director		January 9, 2007

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Signature		Title		Date
*   Thomas M. Van Leeuwen		Director		January 9, 2007
*   Brett E. Wilcox		Director		January 9, 2007

	By:	/s/     Jack A. Hockema

	Jack A. Hockema
	Attorney-in-Fact

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Number				Exhibit title
	1	.1		Form of Underwriting Agreement.*
	2	.1		Purchase Agreement, dated as of May 17, 2004, among Kaiser Aluminum & Chemical Corporation (“KACC”), Kaiser Bauxite Company (“KBC”), Gramercy Alumina LLC and St. Ann Bauxite Limited (incorporated by reference to Exhibit 2.1 to the Report on Form 8-K, dated as of October 1, 2004, filed by Kaiser Aluminum Corporation (“KAC”)).
	2	.2		Purchase Agreement, dated as of October 29, 2004, between KACC and the Government of the Republic of Ghana (incorporated by reference to Exhibit 2.1 to the Report on Form 8-K, dated as of October 29, 2004, filed by KAC).
	2	.3		Purchase Agreement, dated as of October 28, 2004, among KACC, Kaiser Alumina Australia Corporation (“KAAC”) and Alumina & Bauxite Company Ltd. (incorporated by reference to Exhibit 2.5 to the Report on Form 10-Q for the quarterly period ended September 30, 2004, filed by KAC).
	2	.4		Third Amended Joint Plan of Liquidation for Alpart Jamaica Inc. (“AJI”) and Kaiser Jamaica Corporation (“KJC”), dated February 25, 2005 (incorporated by reference to Exhibit 99.1 to the Report on Form 10-K for the period ended December 31, 2004, filed by KAC).
	2	.5		Modification to the Third Amended Joint Plan of Liquidation for AJI and KJC, dated April 7, 2005 (incorporated by reference to Exhibit 2.2 to the Report Form 8-K dated December 19, 2005, filed by KAC).
	2	.6		Second Modification to the Third Amended Joint Plan of Liquidation for AJI and KJC, dated November 22, 2005 (incorporated by reference to Exhibit 2.3 to the Report Form 8-K dated December 19, 2005, filed by KAC).
	2	.7		Third Modification to the Third Amended Joint Plan of Liquidation for AJI and KJC, dated December 19, 2005 (incorporated by reference to Exhibit 2.4 to the Report Form 8-K dated December 19, 2005, filed by KAC).
	2	.8		Third Amended Joint Plan of Liquidation for KAAC and Kaiser Finance Corporation (“KFC”), dated February 25, 2005 (incorporated by reference to Exhibit 99.3 to the Report on Form 10-K for the period ended December 31, 2004, filed by KAC).
	2	.9		Modification to the Third Amended Joint Plan of Liquidation for KAAC and KFC, dated April 7, 2005 (incorporated by reference to Exhibit 2.6 to the Report on Form 8-K dated December 19, 2005, filed by KAC).
	2	.10		Second Modification to the Third Amended Joint Plan of Liquidation for KAAC and KFC, dated November 22, 2005 (incorporated by reference to Exhibit 2.7 to the Report on Form 8-K dated December 19, 2005, filed by KAC).
	2	.11		Third Modification to the Third Amended Joint Plan of Liquidation for KAAC and KFC, dated December 19, 2005 (incorporated by reference to Exhibit 2.8 to the Report on Form 8-K dated December 19, 2005, filed by KAC).
	2	.12		Second Amended Joint Plan of Reorganization for KAC, KACC and Certain of Their Debtor Affiliates, dated as of September 7, 2005 (incorporated by reference to Exhibit 99.2 to the Report on Form 8-K, dated as of September 8, 2005, filed by KAC).
	2	.13		Modifications to the Second Amended Joint Plan of Reorganization for KAC, KACC and Certain of Their Debtor Affiliates Pursuant to Stipulation and Agreed Order between Insurers, Debtors, Committee and Future Representatives (incorporated by reference to Exhibit 2.2 to the Report on Form 8-K, dated as of February 1, 2006, filed by KAC).
	2	.14		Modification to the Second Amended Joint Plan of Reorganization for KAC, KACC and Certain of Their Debtor Affiliates, dated as of November 22, 2005 (incorporated by reference to Exhibit 2.3 to the Report on Form 8-K, dated as of February 1, 2006, filed by KAC).

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Number				Exhibit title
	2	.15		Third Modification to the Second Amended Joint Plan of Reorganization for KAC, KACC and Certain of Their Debtor Affiliates, dated as of December 16, 2005 (incorporated by reference to Exhibit 2.4 to the Report on Form 8-K, dated as of February 1, 2006, filed by KAC).
	2	.16		Order Confirming the Second Amended Joint Plan of Reorganization of KAC, KACC and Certain of Their Debtor Affiliates (incorporated by reference to Exhibit 2.5 to the Report on Form 8-K, dated as of February 1, 2006, filed by KAC).
	2	.17		Order Affirming the Confirmation Order of the Second Amended Joint Plan of Reorganization of KAC, KACC and Certain of Their Debtor Affiliates, as modified (incorporated by reference to Exhibit 2.6 to the Registration Statement on Form 8-A, dated as of July 6, 2006, filed by KAC).
	2	.18		Special Procedures for Distributions on Account of NLRB Claim, as agreed by the National Labor Relations Board, the United Steel, Paper and Forestry, Rubber, Manufacturing, Energy, Allied Industrial and Service Workers International Union, AFL-CIO, CLC (formerly known as the United Steelworkers of America, AFL-CIO, CLC) (the “USW”) and the Company pursuant to Section 7.8e of the Second Amended Joint Plan of Reorganization of KAC, KACC and Certain of Their Debtor Affiliates, as modified (incorporated by reference to Exhibit 2.7 to the Registration Statement on Form 8-A, dated as of July 6, 2006, filed by KAC).
	3	.1		Amended and Restated Certificate of Incorporation of KAC (incorporated by reference to Exhibit 3.1 to the Registration Statement on Form 8-A, dated as of July 6, 2006, filed by KAC).
	3	.2		Amended and Restated Bylaws of KAC (incorporated by reference to Exhibit 3.2 to the Registration Statement on Form 8-A, dated as of July 6, 2006, filed by KAC).
	5	.1		Opinion of Jones Day.*
	10	.1		Senior Secured Revolving Credit Agreement, dated as of July 6, 2006, among KAC, Kaiser Aluminum Investments Company, Kaiser Aluminum Fabricated Products, LLC (“KAFP”), Kaiser Aluminium International, Inc., certain financial institutions from time to time party thereto, as lenders, J.P. Morgan Securities Inc., The CIT Group/ Business Credit, Inc. and JPMorgan Chase Bank, N.A., as administrative agent (incorporated by reference to Exhibit 10.1 to the Report on Form 8-K, dated as of July 6, 2006, filed by KAC).
	10	.2		Term Loan and Guaranty Agreement, dated as of July 6, 2006, among KAFP, KAC and certain indirect subsidiaries of the Company listed as “Guarantors” thereto, certain financial institutions from time to time party thereto, as lenders, J.P.Morgan Securities Inc., JPMorgan Chase Bank, N.A., as administrative agent, and Wilmington Trust Company, as collateral agent (incorporated by reference to Exhibit 10.2 to the Report on Form 8-K, dated as of July 6, 2006, filed by KAC).
	10	.3		Description of Compensation of Directors (incorporated by reference to Exhibit 10.3 to the Report on Form 8-K, dated as of July 6, 2006, filed by KAC).
	10	.4		Description of 2006 Short Term Incentive Plan for Key Managers (incorporated by reference to Exhibit 10.4 to the Report on Form 8-K, dated as of July 6, 2006, filed by KAC).
	10	.5		Employment Agreement, dated as of July 6, 2006, between KAC and Jack A. Hockema (incorporated by reference to Exhibit 10.5 to the Report on Form 8-K, dated as of July 6, 2006, filed by KAC).
	10	.6		Employment Agreement, dated as of July 6, 2006, between KAC and Joseph P. Bellino (incorporated by reference to Exhibit 10.6 to the Report on Form 8-K, dated as of July 6, 2006, filed by KAC).
	10	.7		Employment Agreement, dated as of July 6, 2006, between KAC and Daniel D. Maddox (incorporated by reference to Exhibit 10.7 to the Report on Form 8-K, dated as of July 6, 2006, filed by KAC).

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Number				Exhibit title
	10	.8		Form of Director Indemnification Agreement (incorporated by reference to Exhibit 10.8 to the Report on Form 8-K, dated as of July 6, 2006, filed by KAC).
	10	.9		Form of Officer Indemnification Agreement (incorporated by reference to Exhibit 10.9 to the Report on Form 8-K, dated as of July 6, 2006, filed by KAC).
	10	.10		Form of Director and Officer Indemnification Agreement (incorporated by reference to Exhibit 10.10 to the Report on Form 8-K, dated as of July 6, 2006, filed by KAC).
	10	.11		2006 Equity and Performance Incentive Plan (incorporated by reference to Exhibit 99.1 to the Registration Statement on Form S-8 (Registration Statement No. 333-135613), dated as of July 6, 2006, filed by KAC).
	10	.12		Form of Executive Officer Restricted Stock Award (incorporated by reference to Exhibit 10.12 to the Report on Form 8-K, dated as of July 6, 2006, filed by KAC).
	10	.13		Form of Non-Employee Director Restricted Stock Award (incorporated by reference to Exhibit 10.13 to the Report on Form 8-K, dated as of July 6, 2006, filed by KAC).
	10	.14		Kaiser Aluminum Fabricated Products Restoration Plan (incorporated by reference to Exhibit 10.14 to the Report on Form 8-K, dated as of July 6, 2006, filed by KAC).
	10	.15		Stock Transfer Restriction Agreement, dated as of July 6, 2006, between KAC and National City Bank, in its capacity as the trustee for the trust that provides benefits for certain eligible retirees of Kaiser Aluminum & Chemical Corporation represented by the USW, the International Union, United Automobile, Aerospace and Agricultural Implement Workers of America and its Local 1186, the International Association of Machinists and Aerospace Workers, the International Chemical Workers Union Council of the United Food & Commercial Workers, and the Paper, Allied-Industrial, Chemical and Energy Workers International Union, AFL-CIO, CLC and their surviving spouses and eligible dependents (the “Union VEBA Trust”) (incorporated by reference to Exhibit 4.1 to the Registration Statement on Form 8-A, dated as of July 6, 2006, filed by KAC).
	10	.16		Registration Rights Agreement, dated as of July 6, 2006, among KAC, the Union VEBA Trust and the other parties thereto (incorporated by reference to Exhibit 4.2 to the Registration Statement on Form 8-A, dated as of July 6, 2006, filed by KAC).
	10	.17		Director Designation Agreement, dated as of July 6, 2006, between KAC and the USW (incorporated by reference to Exhibit 4.3 to the Registration Statement on Form 8-A, dated as of July 6, 2006, filed by KAC).
	10	.18		Key Employee Retention Plan (effective September 3, 2002) (incorporated by reference to Exhibit 10.26 to the Report on Form 10-K for the period ended December 31, 2002, filed by KAC).
	10	.19		Form of Retention Agreement for the KACC Key Employee Retention Plan (effective September 3, 2002) for Jack A. Hockema and John Barneson (incorporated by reference to Exhibit 10.27 to the Report on Form 10-K for the period ended December 31, 2002, filed by KAC).
	10	.20		Severance Plan (effective September 3, 2002) (incorporated by reference to Exhibit 10.30 to the Report on Form 10-K for the period ended December 31, 2002, filed by KAC).
	10	.21		Form of Severance Agreement for the Severance Plan (effective September 3, 2002) for John Barneson, John M. Donnan and Daniel D. Maddox (incorporated by reference to Exhibit 10.31 to the Report on Form 10-K for the period ended December 31, 2002, filed by KAC).
	10	.22		Form of Change in Control Severance Agreement for John Barneson (incorporated by reference to Exhibit 10.32 to the Report on Form 10-K for the period ended December 31, 2002, filed by KAC).
	10	.23		Form of Change in Control Severance Agreement for John M. Donnan and Daniel D. Maddox (incorporated by reference to Exhibit 10.33 to the Report on Form 10-K for the period ended December 31, 2002, filed by KAC).

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Number				Exhibit title
	10	.24		Description of Long-Term Incentive Plan (incorporated by reference to Exhibit 10.21 to the Report on Form 10-K for the period ended December 31, 2004, filed by KAC).
	10	.25		Settlement and Release Agreement dated October 5, 2004 by and among the Debtors (as defined therein) and the Creditors’ Committee (as defined therein) (incorporated by reference to Exhibit 10.2 to the Report on Form 10-Q for the quarterly period ended September 30, 2004, filed by KAC).
	10	.26		Amendment, dated as of January 27, 2005, to Settlement and Release Agreement dated as of October 5, 2004, by and among the Debtors (as defined therein) and the Creditors’ Committee (as defined therein) (incorporated by reference to Exhibit 10.23 to the Report on Form 10-K for the period ended December 31, 2004, filed by KAC).
	10	.27		Settlement Agreement dated October 14, 2004, between KACC and the Pension Benefit Guaranty Corporation (incorporated by reference to Exhibit 10.3 to the Report on Form 10-Q for the period ended September 30, 2004, filed by KAC).
	10	.28		Release between KACC and Kerry A. Shiba (incorporated by reference to Exhibit 10.1 to the Report on Form 8-K, dated as of March 14, 2006, filed by KAC).
	21	.1		List of Subsidiaries of Kaiser Aluminum Corporation.†
	23	.1		Consent of Deloitte & Touche LLP.*
	23	.2		Consent of Jones Day (included in Exhibit 5.1).
	23	.3		Consent of Wharton Levin Ehrmantraut & Klein, P.A.*
	23	.4		Consent of Heller Ehrman LLP.*
	24	.1		Power of Attorney.†