UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549


FORM 10-Q


[X]

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2022 

For the quarterly period ended September 30, 2017
[ ]

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from _______________________________ to_________________________________________


For the transition period from __________ to __________

Commission File Number: 1-09447


KAISER ALUMINUM CORPORATION

(Exact name of registrant as specified in its charter)

Delaware

94-3030279

  Delaware94-3030279

(State of incorporation)

(I.R.S. Employer Identification No.)

1550 West McEwen Drive, Suite 500

Franklin, Tennessee

37067

27422 Portola Parkway, Suite 200 Foothill Ranch, California92610-2831

(Address of principal executive offices)

(Zip Code)

(629) 252-7040

(Registrant’s telephone number, including area code)

27422 Portola Parkway, Suite 200 Foothill Ranch, California 92610-2831

(Former name, former address and former fiscal year, if changed since last report)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading symbol

Name of each exchange on which registered

Common stock, par value $0.01 per share

(949) 614-1740

KALU

(Registrant's telephone number, including area code)

Nasdaq Global Select Market

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months, and (2) has been subject to such filing requirements for the past 90 days. Yes þ No o

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

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

Large accelerated filerþ

Accelerated filero

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

Smaller reporting companyo

Emerging growth companyo

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

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

As of October 16, 2017,April 18, 2022, there were 16,903,79115,904,321 shares of common stock of the registrant outstanding.




TABLE OF CONTENTS

PART I

1

22

30

31

32

32

32

32

32

32

33

34







































KAISER ALUMINUM CORPORATION AND SUBSIDIARY COMPANIES

PART I – FINANCIAL INFORMATION



Item 1.Financial Statements

CONSOLIDATED BALANCE SHEETS (UNAUDITED)

 

 

As of March 31, 2022

 

 

As of December 31, 2021

 

 

 

(In millions of dollars, except share

and per share amounts)

 

ASSETS

 

 

 

 

 

 

 

 

Current assets:

 

 

 

 

 

 

 

 

Cash and cash equivalents

 

$

261.0

 

 

$

303.2

 

Receivables:

 

 

 

 

 

 

 

 

Trade receivables, net

 

 

432.2

 

 

 

332.7

 

Other

 

 

50.6

 

 

 

53.0

 

Contract assets

 

 

74.9

 

 

 

63.2

 

Inventories

 

 

431.5

 

 

 

404.6

 

Prepaid expenses and other current assets

 

 

71.2

 

 

 

48.7

 

Total current assets

 

 

1,321.4

 

 

 

1,205.4

 

Property, plant and equipment, net

 

 

960.2

 

 

 

955.2

 

Operating lease assets

 

 

44.9

 

 

 

46.2

 

Deferred tax assets, net

 

 

3.2

 

 

 

3.4

 

Intangible assets, net

 

 

64.2

 

 

 

67.7

 

Goodwill

 

 

39.3

 

 

 

39.3

 

Other assets

 

 

108.2

 

 

 

105.2

 

Total

 

$

2,541.4

 

 

$

2,422.4

 

LIABILITIES AND STOCKHOLDERS’ EQUITY

 

 

 

 

 

 

 

 

Current liabilities:

 

 

 

 

 

 

 

 

Accounts payable

 

$

442.8

 

 

$

351.4

 

Accrued salaries, wages and related expenses

 

 

40.9

 

 

 

46.9

 

Other accrued liabilities

 

 

70.9

 

 

 

58.4

 

Total current liabilities

 

 

554.6

 

 

 

456.7

 

Long-term portion of operating lease liabilities

 

 

40.5

 

 

 

40.8

 

Pension and other postretirement benefits

 

 

88.7

 

 

 

92.5

 

Net liabilities of Salaried VEBA

 

 

20.3

 

 

 

20.6

 

Deferred tax liabilities

 

 

17.9

 

 

 

10.5

 

Long-term liabilities

 

 

74.4

 

 

 

72.5

 

Long-term debt

 

 

1,036.8

 

 

 

1,036.3

 

Total liabilities

 

 

1,833.2

 

 

 

1,729.9

 

Commitments and contingencies – Note 6

 

 

 

 

 

 

 

 

Stockholders’ equity:

 

 

 

 

 

 

 

 

Preferred stock, 5,000,000 shares authorized at both March 31, 2022 and

   December 31, 2021; 0 shares were issued and outstanding at

   March 31, 2022 and December 31, 2021

 

 

 

 

 

 

Common stock, par value $0.01, 90,000,000 shares authorized at both

   March 31, 2022 and December 31, 2021; 22,739,402 shares issued and

   15,904,116 shares outstanding at March 31, 2022; 22,700,404 shares

   issued and 15,865,118 shares outstanding at December 31, 2021

 

 

0.2

 

 

 

0.2

 

Additional paid in capital

 

 

1,081.0

 

 

 

1,078.9

 

Retained earnings

 

 

88.6

 

 

 

93.0

 

Treasury stock, at cost, 6,835,286 shares at both March 31, 2022 and

   December 31, 2021

 

 

(475.9

)

 

 

(475.9

)

Accumulated other comprehensive income (loss)

 

 

14.3

 

 

 

(3.7

)

Total stockholders’ equity

 

 

708.2

 

 

 

692.5

 

Total

 

$

2,541.4

 

 

$

2,422.4

 

 September 30, 2017 December 31, 2016
 (In millions of dollars, except share and per share amounts)
ASSETS   
Current assets:   
Cash and cash equivalents$73.9
 $55.2
Short-term investments191.4
 231.0
Receivables:   
Trade receivables, net138.2
 137.7
Other15.4
 11.9
Inventories212.2
 201.6
Prepaid expenses and other current assets31.5
 18.5
Total current assets662.6
 655.9
Property, plant and equipment, net557.8
 530.9
Deferred tax assets, net118.7
 159.7
Intangible assets, net25.3
 26.4
Goodwill18.8
 37.2
Other assets39.5
 33.4
Total$1,422.7
 $1,443.5
LIABILITIES AND STOCKHOLDERS' EQUITY
   
Current liabilities:   
Accounts payable$94.4
 $75.8
Accrued salaries, wages and related expenses39.0
 49.1
Other accrued liabilities43.3
��40.1
Total current liabilities176.7
 165.0
Net liabilities of Salaried VEBA27.8
 28.6
Deferred tax liabilities3.3
 3.3
Long-term liabilities61.9
 73.2
Long-term debt369.4
 368.7
Total liabilities639.1
 638.8
Commitments and contingencies – Note 8

 

Stockholders' equity:   
Preferred stock, 5,000,000 shares authorized at both September 30, 2017 and December 31, 2016; no shares were issued and outstanding at September 30, 2017 and December 31, 2016
 
Common stock, par value $0.01, 90,000,000 shares authorized at both September 30, 2017 and at December 31, 2016; 22,392,946 shares issued and 16,905,368 shares outstanding at September 30, 2017; 22,332,732 shares issued and 17,651,461 shares outstanding at December 31, 20160.2
 0.2
Additional paid in capital1,052.8
 1,047.4
Retained earnings109.0
 75.2
Treasury stock, at cost, 5,487,578 shares at September 30, 2017 and 4,681,271 shares at December 31, 2016, respectively(345.7) (281.4)
Accumulated other comprehensive loss(32.7) (36.7)
Total stockholders' equity783.6
 804.7
Total$1,422.7
 $1,443.5

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



1


KAISER ALUMINUM CORPORATION AND SUBSIDIARY COMPANIES

STATEMENTS OF CONSOLIDATED INCOME (UNAUDITED)

 

 

Quarter Ended March 31,

 

 

 

2022

 

 

2021

 

 

 

(In millions of dollars, except share and per share amounts)

 

Net sales

 

$

948.8

 

 

$

324.0

 

Costs and expenses:

 

 

 

 

 

 

 

 

Cost of products sold, excluding depreciation and amortization and other items

 

 

865.9

 

 

 

262.5

 

Depreciation and amortization

 

 

27.5

 

 

 

13.5

 

Selling, general, administrative, research and development

 

 

30.2

 

 

 

31.8

 

Restructuring costs (benefit)

 

 

 

 

 

(0.7

)

Total costs and expenses

 

 

923.6

 

 

 

307.1

 

Operating income

 

 

25.2

 

 

 

16.9

 

Other expense:

 

 

 

 

 

 

 

 

Interest expense

 

 

(12.2

)

 

 

(12.3

)

Other expense, net – Note 8

 

 

(1.6

)

 

 

(0.4

)

Income before income taxes

 

 

11.4

 

 

 

4.2

 

Income tax (provision) benefit

 

 

(3.3

)

 

 

0.3

 

Net income

 

$

8.1

 

 

$

4.5

 

Net income per common share:

 

 

 

 

 

 

 

 

Basic

 

$

0.51

 

 

$

0.28

 

Diluted

 

$

0.51

 

 

$

0.28

 

Weighted-average number of common shares outstanding (in thousands):

 

 

 

 

 

 

 

 

Basic

 

 

15,866

 

 

 

15,805

 

Diluted

 

 

16,038

 

 

 

15,987

 


 Quarter Ended Nine Months Ended
 September 30, September 30,
 2017 2016 2017 2016
 (In millions of dollars, except share and per share amounts)
Net sales$332.8
 $320.6
 $1,044.4
 $998.7
Costs and expenses:       
Cost of products sold:       
Cost of products sold, excluding depreciation and amortization and other items267.2
 254.7
 822.7
 767.1
Lower of cost or market inventory write-down
 
 
 4.9
Unrealized gain on derivative instruments(10.8) (2.0) (14.0) (16.9)
Depreciation and amortization10.2
 9.0
 29.3
 26.7
Selling, general, administrative, research and development:       
Selling, general, administrative, research and development24.7
 25.6
 74.7
 79.2
Net periodic postretirement benefit cost relating to Salaried VEBA1.2
 0.8
 3.4
 2.5
Loss (gain) on removal of Union VEBA net assets – Note 60.5
 
 (0.8) (0.1)
Total selling, general, administrative, research and development26.4
 26.4
 77.3
 81.6
Goodwill impairment
 
 18.4
 
Other operating charges, net


 2.7
 
 2.8
Total costs and expenses293.0
 290.8
 933.7
 866.2
Operating income39.8
 29.8
 110.7
 132.5
Other (expense) income:       
Interest expense(5.3) (5.5) (16.4) (14.7)
Other income (expense), net – Note 131.5
 
 3.1
 (10.4)
Income before income taxes36.0
 24.3
 97.4
 107.4
Income tax provision(16.1) (9.4) (36.8) (40.2)
Net income$19.9
 $14.9
 $60.6
 $67.2
        
Net income per common share:       
Basic$1.18
 $0.84
 $3.55
 $3.76
Diluted$1.16
 $0.82
 $3.49
 $3.70
Weighted-average number of common shares outstanding (in thousands):       
Basic16,834
 17,841
 17,072
 17,858
Diluted17,160
 18,175
 17,363
 18,181
        
Dividends declared per common share$0.50
 $0.45
 $1.50
 $1.35

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



2


KAISER ALUMINUM CORPORATION AND SUBSIDIARY COMPANIES

STATEMENTS OF CONSOLIDATED COMPREHENSIVE INCOME (UNAUDITED)

 

 

Quarter Ended March 31,

 

 

 

2022

 

 

2021

 

 

 

(In millions of dollars)

 

Net income

 

$

8.1

 

 

$

4.5

 

Other comprehensive income (loss), net of tax – Note 7:

 

 

 

 

 

 

 

 

Defined benefit pension plan and Salaried VEBA

 

 

0.9

 

 

 

0.7

 

Cash flow hedges

 

 

17.1

 

 

 

8.5

 

Foreign currency translation

 

 

 

 

 

(0.1

)

Other comprehensive income, net of tax

 

 

18.0

 

 

 

9.1

 

Comprehensive income

 

$

26.1

 

 

$

13.6

 


 Quarter Ended Nine Months Ended
 September 30, September 30,
 2017 2016 2017 2016
 (In millions of dollars)
Net income$19.9
 $14.9
 $60.6
 $67.2
Other comprehensive income, net of tax – Note 14:       
Salaried VEBA and defined benefit pension plan0.8
 0.7
 2.5
 2.2
Available for sale securities0.3
 0.3
 0.6
 0.6
Other0.5
 0.1
 0.9
 0.1
Other comprehensive income, net of tax1.6
 1.1
 4.0
 2.9
Comprehensive income$21.5
 $16.0
 $64.6
 $70.1

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




3


KAISER ALUMINUM CORPORATION AND SUBSIDIARY COMPANIES

STATEMENT

STATEMENTS OF CONSOLIDATED STOCKHOLDERS' EQUITY (UNAUDITED)

Quarter Ended March 31, 2022

 

 

Common

Shares

Outstanding1,2

 

 

Common

Stock

 

 

Additional

Paid in Capital

 

 

Retained

Earnings

 

 

Treasury

Stock

 

 

Accumulated

Other

Comprehensive

Income (Loss)

 

 

Total

 

 

 

(In millions of dollars, except share and per share amounts)

 

BALANCE, December 31, 2021

 

 

15,865,118

 

 

$

0.2

 

 

$

1,078.9

 

 

$

93.0

 

 

$

(475.9

)

 

$

(3.7

)

 

$

692.5

 

Net income

 

 

 

 

 

 

 

 

 

 

 

8.1

 

 

 

 

 

 

 

 

 

8.1

 

Other comprehensive income, net of tax

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

18.0

 

 

 

18.0

 

Common shares issued (including impacts from

   Long-Term Incentive programs)

 

 

58,641

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cancellation of shares to cover employees' tax

   withholdings upon vesting of non-vested shares

 

 

(19,643

)

 

 

 

 

 

(1.9

)

 

 

 

 

 

 

 

 

 

 

 

(1.9

)

Cash dividends declared3

 

 

 

 

 

 

 

 

 

 

 

(12.5

)

 

 

 

 

 

 

 

 

(12.5

)

Amortization of unearned equity compensation

 

 

 

 

 

 

 

 

4.0

 

 

 

 

 

 

 

 

 

 

 

 

4.0

 

BALANCE, March 31, 2022

 

 

15,904,116

 

 

$

0.2

 

 

$

1,081.0

 

 

$

88.6

 

 

$

(475.9

)

 

$

14.3

 

 

$

708.2

 

1

At March 31, 2022, 593,072shares were available for awards under the Kaiser Aluminum Corporation 2021 Equity and Incentive Compensation Plan (“2021 Plan”).


2

There were 0 repurchases of common stock during the quarter ended March 31, 2022. At March 31, 2022, $93.1million remained available to repurchase our common shares pursuant to the stock repurchase program.

3

Dividends declared per common share were $0.77 for the quarter ended March 31, 2022.

 
Common
Shares
Outstanding
 
Common
Stock
 
Additional
Paid in Capital
 
Retained
Earnings
 
Treasury
Stock
 
Accumulated
Other
Comprehensive
Loss
 Total
 (In millions of dollars, except share and per share amounts)
BALANCE, December 31, 201617,651,461
 $0.2
 $1,047.4
 $75.2
 $(281.4) $(36.7) $804.7
Net income
 
 
 60.6
 
 
 60.6
Other comprehensive income, net of tax
 
 
 
 
 4.0
 4.0
Issuance of non-vested shares to non-employee directors11,817
 
 
 
 
 
 
Issuance of common shares to non-employee directors2,282
 
 0.2
 
 
 
 0.2
Issuance of common shares to employees upon vesting of restricted stock units and performance shares102,737
 
 
 
 
 
 
Cancellation of employee non-vested shares(427) 
 
 
 
 
 
Cancellation of shares to cover employees' tax withholdings upon vesting of non-vested shares(56,195) 
 (4.5) 
 
 
 (4.5)
Repurchase of common stock(806,307) 
 
 
 (64.9) 
 (64.9)
Cancellation of treasury stock
 
 (0.2) (0.4) 0.6
 
 
Cash dividends on common stock and restricted shares and dividend equivalents on restricted stock units and performance shares
 
 
 (26.4) 
 
 (26.4)
Amortization of unearned equity compensation
 
 9.9
 
 
 
 9.9
BALANCE, September 30, 201716,905,368
 $0.2
 $1,052.8
 $109.0
 $(345.7) $(32.7) $783.6


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



4


KAISER ALUMINUM CORPORATION AND SUBSIDIARY COMPANIES

STATEMENTS OF CONSOLIDATED CASH FLOWSSTOCKHOLDERS EQUITY CONTINUED (UNAUDITED)

Quarter Ended March 31, 2021

 

 

Common

Shares

Outstanding1

 

 

Common

Stock

 

 

Additional

Paid in Capital

 

 

Retained

Earnings

 

 

Treasury

Stock

 

 

Accumulated

Other

Comprehensive

Income (Loss)

 

 

Total

 

 

 

(In millions of dollars, except share and per share amounts)

 

BALANCE, December 31, 2020

 

 

15,812,169

 

 

$

0.2

 

 

$

1,068.6

 

 

$

158.2

 

 

$

(475.9

)

 

$

(18.7

)

 

$

732.4

 

Net income

 

 

 

 

 

 

 

 

 

 

 

4.5

 

 

 

 

 

 

 

 

 

4.5

 

Other comprehensive income, net of tax

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

9.1

 

 

 

9.1

 

Common shares issued (including impacts from

   Long-Term Incentive programs)

 

 

56,394

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cancellation of shares to cover employees' tax

   withholdings upon vesting of non-vested shares

 

 

(20,625

)

 

 

 

 

 

(2.4

)

 

 

 

 

 

 

 

 

 

 

 

(2.4

)

Cash dividends declared2

 

 

 

 

 

 

 

 

 

 

 

(11.7

)

 

 

 

 

 

 

 

 

(11.7

)

Amortization of unearned equity compensation

 

 

 

 

 

 

 

 

3.1

 

 

 

 

 

 

 

 

 

 

 

 

3.1

 

BALANCE, March 31, 2021

 

 

15,847,938

 

 

$

0.2

 

 

$

1,069.3

 

 

$

151.0

 

 

$

(475.9

)

 

$

(9.6

)

 

$

735.0

 


 Nine Months Ended
 September 30,
 2017 2016
 (In millions of dollars)
Cash flows from operating activities:   
Net income$60.6
 $67.2
Adjustments to reconcile net income to net cash provided by operating activities:   
Depreciation of property, plant and equipment28.3
 25.5
Amortization of definite-lived intangible assets1.0
 1.2
Amortization of debt discount and debt issuance costs0.9
 0.8
Deferred income taxes38.6
 40.7
Non-cash equity compensation10.1
 8.8
Lower of cost or market inventory write-down
 4.9
Gain on sale of available for sale securities(1.8) 
Non-cash unrealized gain on derivative instruments(14.0) (16.9)
Loss on extinguishment of debt
 11.1
Non-cash intangible asset impairment charge18.4
 2.6
(Gain) loss on disposition of property, plant and equipment(0.4) 0.2
Non-cash net periodic postretirement benefit cost relating to Salaried VEBA3.4
 2.5
Other non-cash changes in assets and liabilities(0.8) 1.1
Changes in operating assets and liabilities:   
Trade and other receivables(4.0) (26.7)
Inventories, excluding lower of cost or market write-down(10.6) (8.9)
Prepaid expenses and other current assets(1.8) (0.9)
Accounts payable21.6
 0.8
Accrued liabilities0.9
 27.9
Annual variable cash contributions to VEBAs(20.0) (19.5)
Long-term assets and liabilities, net1.1
 (15.0)
Net cash provided by operating activities131.5
 107.4
Cash flows from investing activities1:
   
Capital expenditures(56.1) (57.4)
Purchase of available for sale securities(196.0) (201.1)
Proceeds from disposition of available for sale securities237.2
 30.0
Proceeds from disposal of property, plant and equipment0.6
 
Net cash used in investing activities(14.3) (228.5)
Cash flows from financing activities1:
   
Repayment of principal and redemption premium of 8.25% Senior Notes
 (206.0)
Issuance of 5.875% Senior Notes
 375.0
Cash paid for debt issuance costs
 (6.8)
Proceeds from stock option exercises
 1.0
Repayment of capital lease(0.2) (0.1)
Cancellation of shares to cover employees' tax withholdings upon vesting of non-vested shares(4.5) (2.8)
Repurchase of common stock(66.7) (13.6)


5


KAISER ALUMINUM CORPORATION AND SUBSIDIARY COMPANIES
STATEMENTS OF CONSOLIDATED CASH FLOWS (UNAUDITED)

 Nine Months Ended
 September 30,
 2017 2016
Cash dividends and dividend equivalents paid(26.4) (24.4)
Net cash (used in) provided by financing activities(97.8) 122.3
Net increase in cash, cash equivalents and restricted cash during the period19.4
 1.2
Cash, cash equivalents and restricted cash at beginning of period67.7
 83.7
Cash, cash equivalents and restricted cash at end of period$87.1
 $84.9
____________

1

See Note 12

There were 0 repurchases of common stock during the quarter ended March 31, 2021.

2

Dividends declared per common share were $0.72for the supplemental disclosure on non-cash transactions.quarter ended March 31, 2021.


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



6


KAISER ALUMINUM CORPORATION AND SUBSIDIARY COMPANIES

STATEMENTS OF CONSOLIDATED CASH FLOWS (UNAUDITED)

 

 

Quarter Ended March 31,

 

 

 

2022

 

 

2021

 

 

 

(In millions of dollars)

 

Cash flows from operating activities1:

 

 

 

 

 

 

 

 

Net income

 

$

8.1

 

 

$

4.5

 

Adjustments to reconcile net income to net cash provided by operating activities:

 

 

 

 

 

 

 

 

Depreciation of property, plant and equipment

 

 

24.0

 

 

 

12.8

 

Amortization of definite-lived intangible assets

 

 

3.5

 

 

 

0.7

 

Amortization of debt premium and debt issuance costs

 

 

0.6

 

 

 

0.7

 

Deferred income taxes

 

 

2.0

 

 

 

(0.9

)

Non-cash equity compensation

 

 

4.0

 

 

 

3.1

 

Loss on disposition of property, plant and equipment

 

 

0.3

 

 

 

 

Changes in operating assets and liabilities, net of effects of acquisition:

 

 

 

 

 

 

 

 

Trade and other receivables

 

 

(97.1

)

 

 

(31.7

)

Contract assets

 

 

(11.7

)

 

 

(8.3

)

Inventories

 

 

(26.9

)

 

 

(24.3

)

Prepaid expenses and other current assets

 

 

(2.5

)

 

 

(0.4

)

Accounts payable

 

 

92.9

 

 

 

33.0

 

Accrued liabilities

 

 

6.5

 

 

 

4.2

 

Annual variable cash contributions to Salaried VEBA

 

 

 

 

 

(1.7

)

Long-term assets and liabilities, net

 

 

(2.3

)

 

 

(3.1

)

Net cash provided by (used in) operating activities

 

 

1.4

 

 

 

(11.4

)

Cash flows from investing activities1:

 

 

 

 

 

 

 

 

Capital expenditures

 

 

(28.3

)

 

 

(9.1

)

Cash payment for acquisition of the Warrick rolling mill

 

 

 

 

 

(617.5

)

Net cash used in investing activities

 

 

(28.3

)

 

 

(626.6

)

Cash flows from financing activities1:

 

 

 

 

 

 

 

 

Repayment of finance lease

 

 

(0.5

)

 

 

(0.4

)

Cancellation of shares to cover employees' tax withholdings upon

vesting of non-vested shares

 

 

(1.9

)

 

 

(2.4

)

Cash dividends and dividend equivalents paid

 

 

(12.5

)

 

 

(11.7

)

Net cash used in financing activities

 

 

(14.9

)

 

 

(14.5

)

Net decrease in cash, cash equivalents and restricted cash during the period

 

 

(41.8

)

 

 

(652.5

)

Cash, cash equivalents and restricted cash at beginning of period

 

 

317.0

 

 

 

794.3

 

Cash, cash equivalents and restricted cash at end of period

 

$

275.2

 

 

$

141.8

 

1

See Note 11 for supplemental cash flow information.

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

6


KAISER ALUMINUM CORPORATION AND SUBSIDIARY COMPANIES

NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS - UNAUDITED

NOTES INDEX



KAISER ALUMINUM CORPORATION AND SUBSIDIARY COMPANIES

NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS – UNAUDITED

1. SummaryBasis of SignificantPresentation and Recent Accounting Policies

Pronouncements

This Quarterly Report on Form 10-Q (this "Report"“Report”) should be read in conjunction with the Company'sCompany’s Annual Report on Form 10-K for the year ended December 31, 2016.2021. Unless the context otherwise requires, references in these notes to interim consolidated financial statements - unaudited to "Kaiser“Kaiser Aluminum Corporation," "we," "us," "our," "the Company"” “we,” “us,” “our,” “the Company” and "our Company"“our Company” refer collectively to Kaiser Aluminum Corporation and its subsidiaries.

Organization and Nature of Operations. Kaiser Aluminum Corporation specializes in the production of semi-fabricated specialty aluminum mill products, such as aluminum plate and sheet and extruded and drawn products, for the following end market applications: aerospace and high strength ("Aero/HS products"), automotive applications ("Automotive Extrusions"), general engineering ("GE products") and other industrial ("Other products"). Our business is organized into one operating segment, Fabricated Products. See Note 11 for additional information regarding our reportable segment and business unit.

Principles of Consolidation and Basis of Presentation. The accompanying unaudited consolidated financial statements include the accounts of our wholly owned subsidiaries and are prepared in accordance with United States generally accepted accounting principles ("GAAP"(“GAAP”) and the rules and regulations of the Securities and Exchange Commission ("SEC"(“SEC”) applicable for interim periods and, therefore, do not include all information and footnotes required by GAAP for complete financial statements. In management'smanagement’s opinion, all adjustments (which include normal recurring adjustments) considered necessary for a fair presentation have been included. The results of operations for our interim periods are not necessarily indicative of the results of operations that may be achieved for the entire 20172022 fiscal year. The financial information as of December 31, 20162021 is derived from our audited consolidated financial statements and footnotes included in our Annual Report on Form 10-K for the year ended December 31, 2016.

2021.

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

Inventories. Inventories

Supply Chain Financing. We are statedparty to several supply chain financing arrangements, in which we may sell certain of our customers’ trade accounts receivable to such customers’ financial institutions without recourse. We sell our undivided interests in certain of these receivables at our discretion when we determine that the lowercost of these arrangements is less than the cost of servicing our receivables with existing debt. Under the terms of the agreements, we retain no rights or market value. On March 31, 2016, we recorded a lower of cost or market inventory write-down of $4.9 millioninterest, have no obligations with respect to the sold receivables and do not service the receivables after the sale. As such, these transactions are being accounted for as a result of a decrease in our net realizable value of inventory. The net realizable value reflected commitments as of that date from customers to purchase our inventory at prices that exceeded the Midwest Transaction Price ("Midwest Price"), which reflects the primary aluminum supply/demand dynamics in North America, reduced by an approximate normal profit margin. There were no additional lower of cost or market inventory adjustments sincesale. During the quarter ended March 31, 2016.

Finished products, work-in-process and raw material inventories are stated on the last-in, first-out ("LIFO") basis. At September 30, 2017, the current cost2022, we sold trade accounts receivable totaling $407.4 million related to these supply chain financing arrangements, of inventory exceeded its stated LIFO value by $12.5which our customers’ financial institutions applied discount fees totaling $2.9 million. At December 31, 2016, the stated LIFO valueWe did 0t sell any of our inventory represented its net realizable value (less a normal profit margin) and exceeded the current cost of our inventory by $8.5 million. Other inventories are stated on the first-in, first-out basis and consist of operating supplies, which are materials and supplies to be consumedtrade accounts receivable during the production process. Inventory costs consist of material, labor and manufacturing overhead, including depreciation. Abnormal costs, such as idle facility expenses, freight, handling costs and spoilage, are accounted for as current period charges. All of our inventories at September 30, 2017 and Decemberquarter ended March 31, 2016 were included in2021. To the Fabricated Products segment (see Note 2 for the components of inventories).
Replacement Parts. Replacement parts consist of preventative maintenance and capital spare parts, which are stated on the first-in, first-out basis. Replacement parts are recorded within Prepaid expenses and other current assets or Other assets depending on whether or not the expected utilization of the replacement parts is to occur within the current operating cycle.
Property, Plant and Equipment, Net. Property, plant and equipment, net is recorded at cost and includes construction in progress (see Note 2). Interestextent discount fees related to the constructionsale of qualifying assets is capitalized as part of the construction costs. The amount of interest expense capitalized as construction in progress was $0.7 million and $0.6 million during the quarters ended September 30, 2017 and September 30, 2016, respectively. The amount of interest expense capitalized as construction in


7


KAISER ALUMINUM CORPORATION AND SUBSIDIARY COMPANIES
NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS - UNAUDITED

progress was $1.9 million and $2.4 million during the nine months ended September 30, 2017 and September 30, 2016, respectively.
Depreciation is computed using the straight-line method at rates based on the estimated useful lives of the various classes of assets. Capital lease assets and leasehold improvementstrade accounts receivable under supply chain financing arrangements are depreciated on a straight-line basis over the shorter of the estimated useful lives of the assets or the lease term. Depreciation expense is not included in Cost of products sold, excluding depreciation and amortization and other items, but is included in Depreciation and amortization.
We classify assets as held for sale only when an asset is being actively marketed and expected to sell within 12 months. Assets held for sale are initially measured at the lesser of the assets' carrying amount and the fair value less costs to sell.
Self Insurance of Workers' Compensation and Employee Healthcare Liabilities. We self-insure the majority of the costs of workers' compensation benefits and employee healthcare benefits and rely on insurance coverage to protect us from large losses on individual claims. Workers' compensation liabilities are based on a combination of estimates for: (i) incurred-but-not-reported claims and (ii) the ultimate expense of incurred claims. Such estimates are based on judgment, using our historical claims data and information and analysis provided by actuarial and claims advisors, our insurance carriers and other professionals. Our undiscounted workers' compensation liabilities were estimated at $26.6 million and $26.8 million for the periods ended September 30, 2017 and December 31, 2016, respectively. However, we account for our workers' compensation accrued liability on a discounted basis, using a discount rate of 2.00% at both September 30, 2017 and December 31, 2016. Accrued liabilities for employee healthcare benefits, which are estimates of unpaid incurred medical and prescription drug costs as providedreimbursed by our healthcare administrators, were $3.3 million and $3.6 million as of September 30, 2017 and December 31, 2016, respectively.
Derivative Financial Instruments. Consistent with guidelines established by management and approved by our Board of Directors, we use derivative financial instruments to mitigate our exposure to changes in the market price of aluminum, alloying metals and energy and, to a lesser extent, foreign currency exchange rates. We do not use derivative financial instruments for trading or other speculative purposes. Hedging transactions are executed centrally on behalf of all of our operations to minimize transaction costs, monitor consolidated net exposures and allow for increased responsiveness to changes in market factors.
We reflect the fair value of all of our derivative instruments on our Consolidated Balance Sheets (see Note 9). The carrying values of hedges settling within one year are included in Prepaid expenses and other current assets or Other accrued liabilities. Carrying values for hedges settling beyond one yearcustomers, they are included in Other assets expense, net. As of March 31, 2022, we had been and/or Long-term liabilities.
expected to be fully reimbursed by our customers for these discount fees.

Government Grants. From time-to-time, we receive grants from certain governmental agencies such as states and municipalities. We do not meetrecognize government grants when we have reasonable assurance that we will comply with any conditions attached to the documentation requirements for hedge (deferral) accountinggrant and the grant will be received. Government grants related to aluminum and energy derivatives. Accordingly, we record unrealized gain or loss associated with these hedges in the Statements of Consolidated Income within Unrealized gain on derivative instruments. As such derivatives settle, we reverse any previously recorded unrealized gain or loss associated with these hedges and record the realized gain or loss within Cost of products sold, excluding depreciation and amortization and other items.

Forward swap contracts for zinc and copper ("Alloy Hedges") used in our fabrication operations are designated and qualify as cash flow hedges. Unrealized gain and loss associated with the Alloy Hedges are deferred in Other comprehensive income, net of tax. As Alloy Hedges settle, we reverse any unrealized gain or loss previously recorded within Other comprehensive income, net of tax associated with settling Alloy Hedges and record the realized gain or loss within Cost of products sold, excluding depreciation and amortization and other items.
From time to time, we enter into foreign currency forward contracts to protect the value of anticipated foreign currency expenses associated with cash commitments for equipment purchases. Some of these derivative contracts qualify for cash flow hedge accounting and are designated as cash flow hedges. The remainder are non-designated hedges. Both realized and unrealized gains and losses of foreign currency forward contracts designated as cash flow hedges are deferred in Accumulated other comprehensive loss and, over the period that the underlying equipment is depreciated, realized gains and losses are recorded as an adjustment to depreciation expense. For non-designated foreign currency forward contracts, gains and losses (both unrealized and realized) are reflected as an increase or reduction in Other income (expense), net.
Fair Value Measurements. We apply the fair value hierarchy established by GAAP for the recognition and measurement of certain financial assets and liabilities. An asset or liability's fair value classification within the hierarchy is determined based on the lowest level input that is significant to the fair value measurement. In determining fair value, we utilize valuation techniques


8


KAISER ALUMINUM CORPORATION AND SUBSIDIARY COMPANIES
NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS - UNAUDITED

that maximize the use of observable inputs and minimize the use of unobservable inputs to the extent possible and consider counterparty risk in our assessment of fair value.
The fair values of financial assets and liabilities are evaluated and measured on a recurring basis. As part of that evaluation process, we review the underlying inputs that are significant to the fair value measurement of financial instruments to determine if a transfer among hierarchy levels is appropriate. We historically have not had significant transfers into or out of each hierarchy level.
Financial assets and liabilities that we measure at fair value each period include our derivative instruments and available for sale securities, consisting of debt investment securities and investments related to our deferred compensation plan (see Note 6). Additionally, we measure at fair value once each year at December 31 the plan assets of the Salaried VEBA (defined in Note 6) and our Canadian defined benefit pension plan. We record our remaining financial assets and liabilities at carrying value.
For a majority of our non-financial assets and liabilities, which include goodwill, intangible assets, inventories and property, plant and equipment we are not required to measure their fair value on a recurring basis. However, if certain triggering events occur (or at least annually for goodwill), an evaluation of the affected non-financial asset or liability will be required, which could result inpresented as a reduction to the related asset’s carrying amount of such asset or liability. See Note 4 for a discussion of the goodwill impairment charge recorded during the three months ended June 30, 2017amount. Grants related to compensation for costs already incurred or for immediate financial support, with no future related costs, are recognized as income in the operations at our Chandler, Arizona (Extrusion) facility.
We concluded that noneperiod in which it is receivable.

Adoption of our other non-financial assets and liabilities subject to fair value assessments on a non-recurring basis required a material adjustment to the carrying amount of such assets and liabilities for the quarter and nine months ended September 30, 2017.

New Accounting Pronouncements.Pronouncements

Accounting StandardsStandard Update ("ASU"(“ASU”) No. 2014-09, Revenue from Contracts with Customers2021-10, Government Assistance (Topic 606) ("832): Disclosures by Business Entities about Government Assistance (“ASU 2014-09"2021-10”), was issued in May 2014November 2021. Under ASU 2021-10, the accounting entities with transactions with a government that are accounted for by analogy to a grant or contribution accounting model are required to annually disclose certain information regarding the transaction including: (i) nature and requires an entityrelated accounting policy used; (ii) line items on the balance sheet and income statement affected by the transactions; (iii) amounts applicable to recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. In August 2015, ASU 2014-09 was amended by ASU No. 2015-14, Revenue from Contracts with Customers (Topic 606): Deferral of the Effective Date, which defers the effective dateeach line item; and (iv) significant terms and conditions. Our adoption of ASU 2014-09 by one year for all entities and permits early adoption on2021-10 during the quarter ended March 31, 2022 using a limited basis. ASU 2014-09 was subsequently amended by four additional pronouncements: (i) ASU No. 2016-10, Revenue from Contracts with Customers (Topic 606): Identifying Performance Obligations and Licensing; (ii) ASU No. 2016-11, Revenue Recognition (Topic 605) and Derivatives and Hedging (Topic 815): Rescission of SEC Guidance Because of Accounting Standards Updates 2014-09 and 2014-16 Pursuant to Staff Announcements at the March 3, 2016 EITF Meeting; (iii) ASU No. 2016-12, Revenue from Contracts with Customers (Topic 606): Narrow-Scope Improvements and Practical Expedients; and (iv) ASU No. 2016-20, Revenue from Contracts with Customers (Topic 606): Technical Corrections and Improvements to Topic 606.

We have evaluated the impacts on our financial reporting of adopting ASU 2014-09, including its subsequent amendments discussed above (together "ASC 606"), and have regularly reported our findings and implementation readiness to the Audit Committee and internal stakeholders. We plan to adopt ASC 606 using the modified retrospective transitionprospective approach for the fiscal year ending December 31, 2018, with the cumulative-effect adjustment recognized in beginning Retained earnings. In calculating the cumulative-effect adjustment, we will only apply the guidance to contracts not completed at the date of adoption. The primary change to our accounting policies upon adopting ASC 606 will relate to the timing of when revenue is recognized. While revenue from sales of certain contracts will continue to be recognized at a point in time, revenue from other contracts will be required to be recognized over time. Upon adoption, a majority of our Aero/HS products and a substantial portion of our Automotive Extrusions will convert to over time recognition. For these products, we will accelerate revenue recognition throughout the production process whereas previously we did not recognize revenue until the product shipped or reached its destination, based on the transfer of risks and title. We are still finalizing our assessment of the specific dollar impact that over-time recognition will have on our consolidated financial statements. After the cumulative-effect adjustment, however, we do not believe it will have a material effect on revenue recognized compared to current accounting during any given period.
We do not believe the adoption of ASC 606 will result in: (i) a change in the number of distinct performance obligations within our contractual arrangements; (ii) a change in our current capitalization and deferral policies; (iii) a change in our accounting for contract acquisition and fulfillment costs; (iv) the addition of any contract liability balances; or (v) the adjustment of the amount of promised consideration from our customers for the effects of significant financing components.


9


KAISER ALUMINUM CORPORATION AND SUBSIDIARY COMPANIES
NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS - UNAUDITED

Additionally, we plan to account for shipping and handling activities that occur after the customer has obtained control of a product as fulfillment activities (i.e., an expense) rather than as a promised service (i.e., a revenue element).
As of September 30, 2017, we have: (i) finalized our review of most of our customer contracts; (ii) completed most of the system updates to track information needed to apply ASC 606; and (iii) trained internal stakeholders on the pending changes to revenue recognition policies and work procedures. We expect to complete our implementation work in time to adopt ASC 606 for periods starting after December 31, 2017.
ASU No. 2016-02, Leases (Topic 842): Amendments to the Financial Accounting Standards Board Accounting Standards Codification ("ASU 2016-02"), was issued in February 2016. Under ASU 2016-02, lessees will need to recognize a right-of-use asset and a lease liability for virtually all of their leases (other than leases that meet the definition of a short-term lease). For income statement purposes, a dual model was retained, requiring leases to be classified as either operating or finance. Operating leases will result in straight-line expense (similar to current operating leases) while finance leases will result in a front-loaded expense pattern (similar to current capital leases). ASU 2016-02 becomes effective for us in the first quarter of 2019. We are currently assessing the impact and expect the adoption of this ASU in 2019 to have a material impact on our consolidated financial statements.

In March 2020, the Financial Accounting Standards Board (“FASB”) issued ASU No. 2017-12, Derivatives and Hedging2020-04, Reference Rate Reform (Topic 815)848): Targeted Improvements to Accounting for Hedging Activities ("ASU 2017-12"), was issued in August 2017. The amendments under ASU 2017-12 refine and expand hedge accounting requirements for both financial (e.g., interest rate) and commodity risks. Its provisions create more transparency around how economic results are presented, both on the faceFacilitation of the financial statementsEffects of Reference Rate Reform on Financial Reporting (“ASU 2020-04”) and inalso issued subsequent amendments to the footnotes. It also makes certain targeted improvements to simplify the application of hedge accounting guidance. ASU 2017-12 becomesinitial guidance (collectively, “Topic 848”). Topic 848 is effective for us inall entities as of March 12, 2020 through December 31, 2022 and provides optional guidance for contract modifications and certain hedging relationships associated with the first quartertransition from reference rates that are expected to be discontinued. As of 2019. We are currently assessingMarch 31, 2022, some of our customers’ supply chain financing contracts have transitioned to the impactSecured Overnight Financing Rate (“SOFR”) to replace the London Interbank Offered

8


Notes Index

KAISER ALUMINUM CORPORATION AND SUBSIDIARY COMPANIES

NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS – UNAUDITED

Rate (“LIBOR”). Our adoption of this ASU willTopic 848 did not have on our consolidated financial statements.

We do not anticipate anya material impact on our consolidated financial statements upon the adoption of the following accounting pronouncements: (i) ASU No. 2016-01, Financial Instruments - Overall (Subtopic 825-10): Recognition and Measurement of Financial Assets and Financial Liabilities;(ii) ASU No. 2016-13, Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments; (iii) ASU No. 2017-07, Compensation - Retirement Benefits (Topic 715): Improving the Presentation of Net Periodic Pension Cost and Net Periodic Postretirement Benefit Cost; and (iv) ASU No. 2017-09, Compensation - Stock Compensation (Topic 718): Scope of Modification Accounting.
There were no material impacts on our consolidated financial statements resulting from our early adoptionwe will continue to assess contract modifications in the first quarter of 2017 of the following accounting pronouncements: (i) ASU No. 2016-15, Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments; (ii) ASU No. 2016-18, Statement of Cash Flows (Topic 230): Restricted Cash;and (iii) ASU No. 2017-04, Intangibles - Goodwill and Other(accordance with Topic 350): Simplifying the Test for Goodwill Impairment.
848.

2. Supplemental Balance Sheet Information

 

 

As of March 31, 2022

 

 

As of December 31, 2021

 

 

 

(In millions of dollars)

 

Trade Receivables, Net

 

 

 

 

 

 

 

 

Billed trade receivables

 

$

432.8

 

 

$

333.5

 

Allowance for doubtful receivables

 

 

(0.6

)

 

 

(0.8

)

Trade receivables, net

 

$

432.2

 

 

$

332.7

 

 

 

 

 

 

 

 

 

 

Inventories1

 

 

 

 

 

 

 

 

Finished products

 

$

83.7

 

 

$

90.3

 

Work-in-process

 

 

169.2

 

 

 

162.2

 

Raw materials

 

 

169.0

 

 

 

143.0

 

Operating supplies

 

 

9.6

 

 

 

9.1

 

Total

 

$

431.5

 

 

$

404.6

 

 

 

 

 

 

 

 

 

 

Property, Plant and Equipment, Net

 

 

 

 

 

 

 

 

Land and improvements

 

$

26.5

 

 

$

26.0

 

Buildings and leasehold improvements

 

 

182.5

 

 

 

179.0

 

Machinery and equipment

 

 

1,160.4

 

 

 

1,151.5

 

Construction in progress2

 

 

89.8

 

 

 

75.3

 

Property, plant and equipment, gross

 

 

1,459.2

 

 

 

1,431.8

 

Accumulated depreciation and amortization

 

 

(503.4

)

 

 

(480.4

)

Assets held for sale

 

 

4.4

 

 

 

3.8

 

Property, plant and equipment, net

 

$

960.2

 

 

$

955.2

 

 

 

 

 

 

 

 

 

 

Other Accrued Liabilities

 

 

 

 

 

 

 

 

Uncleared cash disbursements

 

$

16.7

 

 

$

10.9

 

Accrued income taxes and other taxes payable

 

 

16.3

 

 

 

9.5

 

Accrued interest

 

 

10.3

 

 

 

9.9

 

Short-term environmental accrual – Note 6

 

 

2.3

 

 

 

2.6

 

Other – Note 4

 

 

25.3

 

 

 

25.5

 

Total

 

$

70.9

 

 

$

58.4

 

 

 

 

 

 

 

 

 

 

Long-Term Liabilities

 

 

 

 

 

 

 

 

Workers' compensation accrual

 

$

31.8

 

 

$

31.9

 

Long-term environmental accrual – Note 6

 

 

14.1

 

 

 

14.2

 

Other long-term liabilities

 

 

28.5

 

 

 

26.4

 

Total

 

$

74.4

 

 

$

72.5

 

1

At March 31, 2022 and December 31, 2021 the current cost of our inventory exceeded its stated last-in, first-out (“LIFO”) value by $210.5 million and $137.1 million, respectively.

2

Based on market conditions, we temporarily idled projects within Construction in progress totaling $20.6 million and $24.9 million as of March 31, 2022 and December 31, 2021, respectively, all of which are expected to resume at a future date.

 September 30, 2017 December 31, 2016
 (In millions of dollars)
Cash and Cash Equivalents   
Cash and money market funds$17.3
 $37.9
Commercial paper56.6
 17.3
Total$73.9
 $55.2
    


10

3. Employee Benefits

Defined Contribution Plans

We sponsor defined contribution 401(k) savings plans for certain hourly and salaried employees. Employees may contribute a portion of their compensation to the plans and we match a specified percentage of these contributions in equivalent form of the

9



Notes Index

KAISER ALUMINUM CORPORATION AND SUBSIDIARY COMPANIES

NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS - UNAUDITED


 September 30, 2017 December 31, 2016
 (In millions of dollars)
Trade Receivables, Net   
Billed trade receivables$138.8
 $138.2
Unbilled trade receivables0.2
 0.3
Trade receivables, gross139.0
 138.5
Allowance for doubtful receivables(0.8) (0.8)
Trade receivables, net$138.2
 $137.7
    
Inventories   
Finished products$64.8
 $73.8
Work-in-process86.1
 71.7
Raw materials56.9
 51.1
Operating supplies4.4
 5.0
Total$212.2
 $201.6
    
Property, Plant and Equipment, Net   
Land and improvements$22.7
 $22.7
Buildings and leasehold improvements90.2
 88.6
Machinery and equipment675.0
 615.1
Construction in progress27.8
 34.8
Property, plant and equipment, gross815.7
 761.2
Accumulated depreciation(258.2) (230.6)
Assets held for sale0.3
 0.3
Property, plant and equipment, net$557.8
 $530.9
    
Other Accrued Liabilities   
Uncleared cash disbursements$7.1
 $5.8
Accrued income taxes and taxes payable9.0
 4.3
Accrued annual contribution to VEBAs12.0
 20.0
Accrued interest8.4
 2.9
Other6.8
 7.1
Total$43.3
 $40.1
    
Long-Term Liabilities   
Workers' compensation accruals$25.0
 $25.0
Long-term environmental accrual – Note 816.1
 15.8
Long-term portion of contingent contribution to Union VEBA – Note 6
 12.8
Other long-term liabilities20.8
 19.6
Total$61.9
 $73.2


11


KAISER ALUMINUM CORPORATION AND SUBSIDIARY COMPANIES
NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS - UNAUDITED

3. Debt and Credit Facility
Senior Notes
5.875% Senior Notes. In May 2016,

investments elected by the employee. Additionally, we issued $375.0 million principal amount of 5.875% unsecured senior notes due May 15, 2024 ("5.875% Senior Notes") at 100% of the principal amount. The unamortized amount of debt issuance costs as of September 30, 2017 was $5.6 million. Interest expense, including amortization of debt issuance costs, relating to the 5.875% Senior Notes was $5.7 million and $17.1 million for the quarter and nine months ended September 30, 2017, respectively, and $5.7 million and $8.8 million for the quarter and nine months ended September 30, 2016. A portion of the interest relating to the 5.875% Senior Notes was capitalized as construction in progress. The effective interest rate of the 5.875% Senior Notes is approximately 6.1% per annum, taking into account the amortization of debt issuance costs. The fair value of the outstanding 5.875% Senior Notes, which are Level 1 liabilities, was calculated based on broker quotes and was approximately $402.1 million and $390.8 million at September 30, 2017 and December 31, 2016, respectively.

8.25% Senior Notes. In May 2012, we issued $225.0 million principal amount of 8.25% unsecured senior notes due June 1, 2020 ("8.25% Senior Notes"), of which $197.8 million principal amount remained outstanding at December 31, 2015. On June 1, 2016 we redeemed in full all remaining 8.25% Senior Notes at a redemption price of 104.125% of the principal amount. Interest expense, including amortization of debt issuance costs, relating to the 8.25% Senior Notes was $7.1 million for the nine months ended September 30, 2016. A portion of the interest relating to the 8.25% Senior Notes was capitalized as construction in progress.
Revolving Credit Facility
Our credit agreement with JPMorgan Chase Bank, N.A., as administrative agent, and the other financial institutions party thereto ("Revolving Credit Facility") provides us with a $300.0 million funding commitment through December 2020. We had $294.4 million of borrowing availability under the Revolving Credit Facility at September 30, 2017, based on the borrowing base determination then in effect. At September 30, 2017, there were no borrowings under the Revolving Credit Facility and $7.8 million was being used to support outstanding letters of credit, leaving $286.6 million of net borrowing availability. The interest rate applicable to any overnight borrowings under the Revolving Credit Facility would have been 4.50% at September 30, 2017.
4. Goodwill and Intangible Assets
Goodwill. Goodwill is related to our acquisitions of the Chandler, Arizona (Extrusion) facility and the Florence, Alabama facility and is included in the Fabricated Products segment. As of September 30, 2017, the carrying value of our goodwill was $18.8 million, reflecting an impairment in the quarter ended June 30, 2017. The carrying value was $37.2 million at both the beginning and the end of the year ended December 31, 2016.
Several factors identified in a qualitative review in the quarter ended June 30, 2017 indicated that long-term demand for hard alloy extruded shapes produced at the Chandler, Arizona (Extrusion) facility was less than previously assumed. Such factors included: (i) reduced build rates of wide body commercial aircraft; (ii) continued low build rates for business jets; and (iii) additional substitution away from hard alloy extruded shapes in favor of composites, titanium and/or aerospace aluminum plate in the manufacture of commercial aircraft. After testing for goodwill impairment applying Level 3 inputs and a combination of an income approach using the estimated discounted cash flow and a market-based valuation methodology, we impaired the carrying value of the Chandler, Arizona (Extrusion) facility by $18.4 million to its fair value as of June 30, 2017. As this goodwill is deductible for income tax purposes, the deferred tax effects were included in the impairment charge and income tax provision.
Intangible Assets. During the quarter ended September 30, 2016, we impaired one of our customer relationship intangible assets by $2.6 million. The non-cash impairment charge resulted from the loss of a customer during the quarter ended September 30, 2016.
Other than the impairments discussed above, we identified no other indicators of impairment associated with the remainder of our goodwill and intangible assets during the nine months ended September 30, 2017 and September 30, 2016.


12


KAISER ALUMINUM CORPORATION AND SUBSIDIARY COMPANIES
NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS - UNAUDITED

5. Income Tax Matters
The provision for income taxes for each period presented consisted of the following (in millions of dollars):
 Quarter Ended Nine Months Ended
 September 30, September 30,
 2017 2016 2017 2016
Domestic$15.7
 $9.1
 $35.8
 $39.5
Foreign0.4
 0.3
 1.0
 0.7
Total$16.1
 $9.4
 $36.8
 $40.2
The income tax provision for the quarters ended September 30, 2017 and September 30, 2016 was $16.1 million and $9.4 million, respectively, reflecting an effective tax rate of 44.7% and 38.7%, respectively. The difference between the effective tax rate and the projected blended statutory tax rate for the quarter ended September 30, 2017 was due to an increase of $2.5 million for the recognition of a deferred tax liability associated with earnings of our Canadian subsidiary that are no longer considered indefinitely reinvested, resulting in a 7.1% increase to the blended statutory tax rate. We determined our indefinite reinvestment assertion with respect to our Canadian foreign earnings was no longer applicable based primarily on expectations that productivity improvements will obviate the need to make sizable capital investments to increase capacity.
There was no material difference between the effective tax rate and the projected blended statutory tax rate for the quarter ended September 30, 2016.
The income tax provision for the nine months ended September 30, 2017 and September 30, 2016 was $36.8 million and $40.2 million, respectively, reflecting an effective tax rate of 37.8% and 37.5%, respectively. The difference between the effective tax rate and the projected blended statutory tax rate for the nine months ended September 30, 2017 was due to: (i) a decrease of $1.7 million for the recognition of excess tax benefits from stock-based compensation, resulting in a 1.7% decrease to the blended statutory tax rate; (ii) a decrease of $0.5 million to the valuation allowancefixed annual contributions for certain state net operating losses, resulting in a 0.6% decrease to the blended statutory tax rate; (iii) a decrease of $0.2 million related to unrecognized tax benefits, including interesthourly and penalties, resulting in a 0.2% decrease to the blended statutory tax rate; which was offset by (iv) an increase of $2.5 million for the recognition of a deferred tax liability associated with earnings of our Canadian subsidiary that are no longer indefinitely reinvested, resulting in a 2.6% increase to the blended statutory tax rate.
There was no material difference between the effective tax rate and the projected blended statutory tax rate for the nine months ended September 30, 2016.

Our gross unrecognized benefits relating to uncertain tax positions were $1.5 million and $1.8 million at September 30, 2017 and December 31, 2016, respectively, of which, $0.4 million and $0.7 million would be recorded through our income tax provision and thus impact the effective tax rate at September 30, 2017 and December 31, 2016, respectively, if the gross unrecognized tax benefits were to be recognized.
We do not expect our gross unrecognized tax benefits to significantly change within the next 12 months.
6. Employee Benefits

Pension and Similar Benefit Plans. We provide contributions to: (i) defined contribution 401(k) savings plans for salaried employees and certain hourly employees; (ii)in varying amounts depending on hire date.

Deferred Compensation Plan

We sponsor a non-qualified, unfunded, unsecured plan of deferred compensation for key employees who would otherwise suffer a loss of benefits under our defined contribution plan; (iii) multi-employer pension plans sponsored by the United Steel, Paper and Forestry, Rubber, Manufacturing, Energy, Allied Industrial and Service Workers International Union AFL-CIO, CLC ("USW"), the International Association of Machinists and certain other unions at certain of our production facilities; and (iv) a defined benefit plan for salaried employees at our London, Ontario (Canada) facility.

Deferred Compensation Program. We have a non-qualified, unfunded, unsecured plan of deferred compensation for key employees who would otherwise suffer a loss of benefits under our defined contribution plan as a result of the limitations imposed by the Internal Revenue Code of 1986. Despite the plan being an unfunded plan, we make an annual contribution to a rabbi trust to fulfill future funding obligations, as contemplated by the terms of the plan. TheseThe assets in the trust are held in various


13


KAISER ALUMINUM CORPORATION AND SUBSIDIARY COMPANIES
NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS - UNAUDITED

investment funds at certain registered investment companies and are accounted for as available for sale securitiesequity investments with changes in fair value recorded within Other expense, net (see Note 8). Assets of our deferred compensation plan are included in Other assets, classified within Level 21 of the fair value hierarchy and are measured and recorded at fair value based on their quoted market prices. The fair value of these assets at September 30, 2017March 31, 2022 and December 31, 20162021 was $9.7$10.1 million and $8.2$10.5 million, respectively, and are included in Other assets.respectively. Offsetting liabilities relating to the deferred compensation plan are included in Long-term liabilities.
Union VEBA Postretirement Obligation. Certain eligible retirees participate in a voluntary employees' beneficiary association ("VEBA") that provides healthcare and medical cost reimbursement benefits for eligible retirees represented by certain unions and their surviving spouses and eligible dependents ("Union VEBA"). We have an obligation to make variable cash contributions to the Union VEBA with respect to periods through September 2017. During the first quarter of 2017, we paid $17.1 million to the Union VEBA with respect to the twelve months ended December 31, 2016. Our final cash contribution to the Union VEBA with respect to the nine months ending September 30, 2017 will be paid in the first quarter of 2018. Although the final contribution amount is variable, it cannot exceed $12.8 million. As of September 30, 2017, $12.0 million was recorded within Other accrued liabilities for this final contribution.
Salaried VEBA Postretirement Obligation. Additionally, certain other retirees who retired prior to 2004 and certain employees who were hired prior to February 2002 and have subsequently retired or will retire with the requisite age and service, along with their surviving spouses and eligible dependents, are eligible to participate in a separate VEBA that provides healthcare cost, medical cost and long-term care insurance cost reimbursement benefits ("Salaried VEBA"). We have an ongoing obligation with no express termination date to make annual variable cash contributions to the Salaried VEBA based on the contribution formula discussed in Note 6 of Notes to Consolidated Financial Statements included in our Annual Report on Form 10-K for the year ended December 31, 2016. The contribution amount cannot exceed $2.9 million per year. Our contribution with respect to 2016 was $2.9 million, which we paid in the first quarter of 2017. We account for the Salaried VEBA as a defined benefit plan in our financial statements.
Fair Value of Plan Assets. The plan assets of the Salaried VEBA and our Canadian pension plan are measured annually on December 31 and reflected in our Consolidated Balance Sheets at fair value. In determining the fair value of the plan assets at an annual period end, we utilize primarily the results of valuations supplied by the investment advisors responsible for managing the assets of each plan, which we independently review for reasonableness.
Components of Net Periodic Benefit Cost. Our results of operations included the following impacts associated with the Canadian defined benefit plan and the Salaried VEBA: (i) a charge for service rendered by employees; (ii) a charge for accretion of interest; (iii) a benefit for the return on plan assets; and (iv) amortization of prior service costs associated with plan amendments and net gains or losses on assets. Net periodic benefit cost related to the Canadian defined benefit plan was not material for the quarters and nine months ended September 30, 2017 and September 30, 2016.
The following table presents the components of Net periodic postretirement benefit cost relating to Salaried VEBA for the periods presented (in millions of dollars):
 Quarter Ended Nine Months Ended
 September 30, September 30,
 2017 2016 2017 2016
Salaried VEBA1:
       
Interest cost$0.8
 $0.7
 $2.3
 $2.2
Expected return on plan assets(1.0) (1.0) (3.1) (3.0)
Amortization of prior service cost1.2
��1.0
 3.6
 3.0
Amortization of net actuarial loss0.2
 0.1
 0.6
 0.3
Total net periodic postretirement benefit cost relating to Salaried VEBA$1.2
 $0.8
 $3.4
 $2.5
____________
1
The service cost was insignificant for all periods presented.


14


KAISER ALUMINUM CORPORATION AND SUBSIDIARY COMPANIES
NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS - UNAUDITED

The following table presents the total charges (income) related to all benefit plans for the periods presented (in millions of dollars):
 Quarter Ended Nine Months Ended
 September 30, September 30,
 2017 2016 2017 2016
Included within Fabricated Products:       
Deferred compensation plan$0.1
 $0.1
 $0.3
 $0.2
Defined contribution plans1.3
 1.6
 6.8
 6.7
Multiemployer pension plans1.1
 1.2
 3.4
 3.5
Total Fabricated Products$2.5
 $2.9
 $10.5
 $10.4
        
Included within All Other:       
Deferred compensation plan0.4
 0.4
 1.1
 0.6
Defined contribution plans0.1
 0.1
 0.7
 0.7
Net periodic postretirement benefit cost relating to Salaried VEBA1.2
 0.8
 3.4
 2.5
Loss (gain) on removal of Union VEBA net assets0.5
 
 (0.8) (0.1)
Total All Other$2.2
 $1.3
 $4.4
 $3.7
Total$4.7
 $4.2
 $14.9
 $14.1
For all periods presented, substantially all of the Fabricated Products segment's employee benefits related charges are in Cost of products sold, excluding depreciation and amortization and other items with the remaining balance in Selling, general, administrative, research and development ("SG&A and R&D").
7. Employee Incentive Plans
Long-term liabilities.

Other Benefits

Short-Term Incentive Plans ("(“STI Plans"Plans”)

. We have annual short-term incentive compensation plans for senior management and certain other employees payable at our election in cash, shares of common stock or a combination of cash and shares of common stock. Amounts earned under STI Plans are based on our adjusted earnings before interest, taxes, depreciation and amortization ("(“Adjusted EBITDA"EBITDA”), modified for certain safety, quality, delivery, cost and individual performance factors. The Adjusted EBITDA targets are determined based on the return on adjusted net assets of our Fabricated Products business.assets. Most of our production facilities have similar programs for both hourly and salaried employees. As of September 30, 2017,March 31, 2022, we had a liability of $14.5$4.8 millionrecorded within Accrued salaries, wages and related expenses for estimated probable future payments relating to the ninethree month performance period of our 20172022 STI Plan.
Long-Term Incentive Programs ("LTI Programs"

We provide other benefits for certain members of senior management, including certain of our named executive officers, related to terminations of employment in specified circumstances, including in connection with a change in control, by us without cause and by the executive officer with good reason.

Defined Benefit Plans

Pension. We sponsor defined benefit pension plans for certain hourly bargaining unit employees and salaried employees. Pension benefits generally depend on length of service, job grade and remuneration. Substantially all benefits are paid through pension trusts that are sufficiently funded to ensure that all plans can pay benefits to retirees as they become due. We use a December 31 measurement date for our pension plans. We also provide contributions to multi-employer pension plans sponsored by the United Steel, Paper and Forestry, Rubber, Manufacturing, Energy, Allied Industrial and Service Workers International Union, AFL-CIO, CLC, the International Association of Machinists and certain other unions at certain of our production facilities.

OPEB. We sponsor a healthcare and life insurance postretirement benefit plan (“OPEB”)

General. Executive officers covering certain eligible retirees. Generally, the medical plans are unfunded and pay a percentage of medical expenses, reduced by deductibles and other keycoverage. Life benefits are generally provided by insurance contracts. We use a December 31 measurement date for our OPEB plan.

Salaried VEBA Postretirement Obligation. Certain retirees who retired prior to 2004 and certain employees ofwho were hired prior to February 2002 and have subsequently retired or will retire with the Company, as well as non-employee directors of the Company, wererequisite age and service, along with their surviving spouses and eligible dependents, are eligible to participate in the Kaiser Aluminum Corporation 2016 Equitya voluntary employees’ beneficiary association (“VEBA”) that provides healthcare cost, medical cost and Incentive Compensation Plan ("2016 Plan"long-term care insurance cost reimbursement benefits (“Salaried VEBA”). The 2016 Plan was approved by stockholders on May 26, 2016 and replaced and succeeded in its entirety the Kaiser Aluminum Corporation Amended and Restated 2006 Equity and Performance Incentive Plan. At September 30, 2017, 735,724 shares were available for awards under the 2016 Plan.

Non-Vested Common Shares and Restricted Stock Units.We grant non-vested common shareshave an ongoing obligation with no express termination date to our non-employee directors and non-vested common shares and restricted stock unitsmake annual variable cash contributions up to our executive officers and other key employees. The restricted stock units have rights similar a maximum of $2.9 millionto the rights of non-vested common shares and each restricted stock unit that becomes vested entitlesSalaried VEBA. NaN payment was required with respect to 2021 during the recipient to receive one common share orquarter ended March 31, 2022. We account for the Salaried VEBA as a cash amount equaling the value of one common share. For both non-vested common shares and restricted stock units, the service period is generally one year for non-employee directors and three years for executive officers and other key employees.


15
defined benefit plan in our financial statements.

10



Notes Index

KAISER ALUMINUM CORPORATION AND SUBSIDIARY COMPANIES

NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS - UNAUDITED


Performance Shares. In addition to non-vested common shares and restricted stock units, we grant performance shares to executive officers and other key employees. Each performance share that becomes vested and earned entitles the recipient to receive one common share or a cash amount equaling the value of one common share. During the first quarter of 2017, performance shares granted in 2014 under the 2014-2016 LTI Program vested (see "Summary of Activity" below). The number of performance shares that vested and resulted in the issuance of common shares was determined based on our total shareholder return ("TSR") compared to the TSR of a specified group of peer companies over a three-year performance period.
Performance shares granted in 2015 are subject to performance conditions pertaining to our TSR relative to the TSR of a specified group of peer companies over a three-year performance period ("TSR-Based Performance Shares").
Performance shares granted in 2016 consist of TSR-Based Performance Shares and performance shares subject to performance requirements pertaining to our total controllable cost performance over a three-year performance period ("CP-Based Performance Shares").
Performance shares granted in 2017 consist of TSR-Based Performance Shares, CP-Based Performance Shares and performance shares subject to performance conditions pertaining to our economic value added ("EVA") performance, determined based on our adjusted pre-tax operating income in excess of a capital charge, over a three-year performance period ("EVA-Based Performance Shares").
The number of performance shares under the 2015-2017, 2016-2018 and 2017-2019 LTI Programs that may be earned and result in the issuance of common shares ranges between 0% to 200% of the target number of underlying common shares, which is approximately one-half of the maximum payout. The performance shares granted under the 2015-2017, 2016-2018 and 2017-2019 LTI Programs will vest in 2018, 2019 and 2020, respectively.
Non-Cash Compensation Expense. Non-cash compensation expense relating to all awards is included in SG&A and R&D. Non-cash compensation expense by type of award under LTI Programs was as follows for each period presented (in millions of dollars):
 Quarter Ended Nine Months Ended
 September 30, September 30,
 2017 2016 2017 2016
Non-vested common shares and restricted stock units$1.4
 $1.2
 $3.9
 $3.5
TSR-Based Performance Shares1.2
 1.5
 3.7
 4.0
CP-Based Performance Shares0.8
 0.4
 2.0
 0.9
EVA-Based Performance Shares0.2
 
 0.4
 0.3
Total non-cash compensation expense$3.6
 $3.1
 $10.0
 $8.7

The following table presents the allocation of the charges detailed above, by segmenttotal expense related to all postretirement benefit plans (in millions of dollars):

 

 

Quarter Ended March 31,

 

 

 

2022

 

 

2021

 

Defined contribution plans1

 

$

5.7

 

 

$

3.4

 

Deferred compensation plan2

 

 

(0.3

)

 

 

 

Multiemployer pension plans1

 

 

1.2

 

 

 

1.1

 

Salaried VEBA2

 

 

0.9

 

 

 

0.6

 

Pension plans3

 

 

1.4

 

 

 

 

OPEB3

 

 

0.9

 

 

 

 

Total

 

$

9.8

 

 

$

5.1

 

1

Substantially all of the expense related to employee benefits are in Cost of products sold, excluding depreciation and amortization and other items (“Cost of products sold” or “COGS”) with the remaining balance in Selling, general, administrative, research and development (“SG&A and R&D”).

2

The deferred compensation plan and the current service cost component of Net periodic postretirement benefit cost relating to Salaried VEBA are included within our Statements of Consolidated Income in SG&A and R&D for all periods presented. All other components of Net periodic postretirement benefit cost relating to Salaried VEBA are included within Other expense, net, on our Statements of Consolidated Income.

 Quarter Ended Nine Months Ended
 September 30, September 30,
 2017 2016 2017 2016
Fabricated Products$1.3
 $1.2
 $3.8
 $3.1
All Other2.3
 1.9
 6.2
 5.6
Total non-cash compensation expense$3.6
 $3.1
 $10.0
 $8.7

3

The current service cost component of Net periodic postretirement benefit cost relating to both the pension plans and the OPEB are included within our Statements of Consolidated Income in COGS for all periods presented. All other components of Net periodic postretirement benefit cost relating to both the pension plans and the OPEB are included within Other expense, net, on our Statements of Consolidated Income.

Components of Net Periodic Postretirement Benefit Cost. Our results of operations included the following impacts associated with the Salaried VEBA, pension plans and OPEB: (i) a charge for service rendered by employees; (ii) a charge for accretion of interest; (iii) a benefit for the expected return on plan assets; (iv) amortization of prior service costs associated with plan amendments; and (v) amortization of net actuarial differences.

The following table presents the components of Net periodic postretirement benefit cost (in millions of dollars):

 

 

Pension Plans1

 

 

OPEB

 

Salaried VEBA

 

 

 

Quarter Ended March 31,

 

 

Quarter Ended March 31,

 

Quarter Ended March 31,

 

 

 

2022

 

 

2021

 

 

2022

 

 

2021

 

2022

 

 

2021

 

Service cost

 

$

1.4

 

 

$

 

 

$

0.4

 

 

n/a

 

$

 

 

$

 

Interest cost

 

 

0.2

 

 

 

 

 

 

0.5

 

 

n/a

 

 

0.5

 

 

 

0.4

 

Expected return on plan assets

 

 

(0.2

)

 

 

 

 

 

 

 

n/a

 

 

(0.8

)

 

 

(0.8

)

Amortization of prior service cost2

 

 

 

 

 

 

 

 

 

 

n/a

 

 

1.2

 

 

 

0.9

 

Amortization of net actuarial loss

 

 

 

 

 

 

 

 

 

 

n/a

 

 

 

 

 

0.1

 

Total net periodic postretirement benefit cost

 

$

1.4

 

 

$

 

 

$

0.9

 

 

n/a

 

$

0.9

 

 

$

0.6

 

1

Net periodic benefit cost for the quarter ended March 31, 2021 included only the Canadian pension plan. Net periodic benefit cost for the U.S. pension plan was not included in our Statements of Consolidated Income until the March 31, 2021 acquisition date of our Warrick County, Indiana (“Warrick”) facility.


2

We amortize prior service cost on a straight-line basis over the average remaining years of service to full eligibility for benefits of the active plan participants


16

11



Notes Index

KAISER ALUMINUM CORPORATION AND SUBSIDIARY COMPANIES

NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS - UNAUDITED


Unrecognized Gross Compensation Cost Data. The following table presents unrecognized gross compensation cost data by type

4. Derivatives, Hedging Programs and Other Financial Instruments

Overview.In conducting our business, we enter into derivative transactions, including forward contracts and options, to limit our exposure to: (i) metal price risk related to our sale of awardfabricated aluminum products and the purchase of metal, including primary and scrap, or recycled, aluminum, our main raw material, and certain alloys used as raw material for our fabrication operations; (ii) energy price risk relating to fluctuating prices of September 30, 2017:

 
Unrecognized Gross Compensation Costs
(in millions of dollars)
 Expected Period (in years) Over Which the Remaining Gross Compensation Costs Will Be Recognized
Non-vested common shares and restricted stock units$9.6
 2.6
TSR-Based Performance Shares$5.6
 1.7
CP-Based Performance Shares$6.1
 2.1
EVA-Based Performance Shares$1.5
 2.4
Summary of Activity. A summary of the activitynatural gas and electricity used in our production processes; and (iii) foreign currency requirements with respect to non-vested common shares, restricted stock units, TSR-Based Performance Shares, CP-Based Performance Sharescash commitments for equipment purchases and/or other agreements denominated in foreign currency. We do not use derivative financial instruments for trading or other speculative purposes. Hedging transactions are executed centrally on behalf of all of our operations to minimize transaction costs, monitor consolidated net exposures and EVA-Based Performance Sharesallow for increased responsiveness to changes in market factors.

Our derivative activities are overseen by a committee (“Hedging Committee”), which is composed of our chief executive officer, chief financial officer, chief accounting officer, vice president of treasury, risk and procurement and other officers and employees selected by the chief executive officer.The Hedging Committee meets regularly to review commodity price exposure, derivative positions and strategy. Management reviews the scope of the Hedging Committee’s activities with our Board of Directors.

We are exposed to counterparty credit risk on all of our derivative instruments, which we manage by monitoring the credit quality of our counterparties, allocating our hedging positions among multiple counterparties to limit exposure to any single entity and using options as part of the hedging strategy. Our counterparties are major investment grade financial institutions or trading companies and our hedged transactions are governed by negotiated reciprocal credit lines, which generally require collateral to be posted above specified credit thresholds which may adjust up or down, depending on our liquidity. As a result, we believe the risk of loss is remote and contained. The aggregate fair value of our derivative instruments that were in a net liability position was0 at March 31, 2022 and December 31, 2021 and we had 0 collateral posted as of those dates.

Additionally, our firm-price customer sales commitments create incremental customer credit risk related to metal price movements. Under certain circumstances, we mitigate this risk by periodically requiring cash collateral from them, which we classify as deferred revenue and include as a component of Other accrued liabilities. We had 0 cash collateral posted from our customers at March 31, 2022 and December 31, 2021.

Cash Flow Hedges

We designate as cash flow hedges forward swap contracts for aluminum, energy and, from time-to-time, zinc and copper (“Alloying Metals”) used in our fabrication operations and foreign currency forward contracts for supplies and services for which payments are due in foreign currency. Unrealized gains and losses associated with our cash flow hedges are deferred in Other comprehensive income, net of tax, and reclassified to COGS when such hedges settle or when it is probable that the original forecasted transactions will not occur by the end of the originally specified time period. See Note 7 for the nine months ended September 30, 2017 istotal amount of gain or loss on derivative instruments designated and qualifying as follows:

 
Non-Vested
Common Shares
 
Restricted
Stock Units
 TSR-Based Performance Shares 
CP-Based
Performance Shares
 EVA-Based Performance Shares
 Shares 
Weighted-Average
Grant-Date Fair
Value per Share
 Units 
Weighted-Average
Grant-Date Fair
Value per Unit
 Shares Weighted-Average
Grant-Date Fair
Value per Share
 Shares Weighted-Average
Grant-Date Fair
Value per Share
 Shares 
Weighted-Average
Grant-Date Fair
Value per Share
Outstanding at December 31, 2016114,658
 $69.51
 61,800
 $74.94
 394,525
 $90.30
 63,678
 $80.46
 
 $
Granted1
11,817
 86.92
 92,275
 76.13
 65,044
 97.88
 65,044
 79.69
 32,504
 79.69
Vested(46,689) 71.46
 (8,655) 76.94
 (94,082) 83.18
 
 
 
 
Forfeited1
(427) 69.83
 (6,412) 77.70
 (5,519) 95.88
 (3,342) 79.92
 (1,164) 79.69
Canceled1

 
 
 
 (55,288) 83.18
 
 
 
 
Outstanding at September 30, 201779,359
 $70.96
 139,008
 $75.72
 304,680
 $95.31
 125,380
 $80.07
 31,340
 $79.69
____________
1
For performance shares, the number of shares grantedcash flow hedging instruments and forfeited are presented at their maximum payout; and the number of shares canceled includes the number of shares that did not vest due to performance results falling below those required for maximum payout.
The weighted-average grant-date fair value per sharehedging instruments that was reported in Accumulated other comprehensive income (loss) (“AOCI”), as well as the related reclassifications into earnings and tax effects. Cumulative gains and losses related to cash flow hedges are reclassified out of AOCI and recorded within COGS when the associated hedged commodity purchases impact earnings.

Aluminum Hedges. Our pricing of fabricated aluminum products is generally intended to lock in a conversion margin (representing the value added from the fabrication process(es)) and to pass through aluminum price fluctuations to our customers. For some of our higher value added products sold on a spot basis, the pass through of aluminum price movements can sometimes lag by as much as several months, with a favorable impact to us when aluminum prices decline and an adverse impact to us when aluminum prices increase. Additionally, in certain instances, we enter into firm-price arrangements with our customers for shares granted by typestipulated volumes to be delivered in the future. Because we generally purchase primary and secondary aluminum on a floating price basis, the lag in passing through aluminum price movements to customers on some of award was as followsour higher value added products sold on a spot basis and the volume that we have committed to sell to our customers under a firm-price arrangement create aluminum price risk for each period presented:

 Quarter Ended Nine Months Ended
 September 30, September 30,
 2017 2016 2017 2016
Non-vested common shares$
 $
 $86.92
 $86.11
Restricted stock units$82.33
 $
 $76.13
 $75.57
TSR-Based Performance Shares$
 $
 $97.88
 $93.02
CP-Based Performance Shares$
 $
 $79.69
 $80.46
EVA-Based Performance Shares$
 $
 $79.69
 $
Stock Options. Asus. We use third-party hedging instruments to limit exposure to aluminum price risk related to the aluminum pass through lag on some of December 31, 2016, we had 1,543 fully-vested outstanding stock options exercisable to purchase common shares at $80.01 per share, all of which subsequently expired on April 2, 2017. No options were granted during the nine months ended September 30, 2017,our products and no options were outstanding as of September 30, 2017.


17
firm-price customer sales contracts.

12



Notes Index

KAISER ALUMINUM CORPORATION AND SUBSIDIARY COMPANIES

NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS - UNAUDITED


Participants may elect

Alloying Metals Hedges. We are exposed to have us withhold common sharesrisk of fluctuating prices for alloying metals used as raw materials in our fabrication operations. We, from time to satisfy minimum statutory tax withholding obligations arisingtime, in connectionthe ordinary course of business, enter into hedging transactions and/or physical delivery commitments with the exercise of stock options and vesting of non-vested shares, restricted stock units and performance shares. We cancel any such shares withheld on the applicable vesting dates or earlier dates when service requirementsthird parties to mitigate our risk from fluctuations in alloying metals prices that are satisfied, which correspondnot passed through pursuant to the times at which incometerms of our customer contracts.

Energy Hedges. We are exposed to risk of fluctuating prices for natural gas and electricity. We, from time to time, in the ordinary course of business, enter into hedging transactions and/or physical delivery commitments with third parties to mitigate our risk from fluctuations in natural gas and electricity prices that are not passed through pursuant to the employeeterms of our customer contracts.

The following table summarizes the percentages as of March 31, 2022 of our expected variable priced purchases of metal alloys and energy for which we have executed derivative and/or physical delivery commitments to reduce price fluctuations for each of the following years:

 

 

Remainder

of 2022

 

 

2023

 

 

2024

 

 

2025

 

 

2026

 

Zinc

 

63%

 

 

 

 

 

 

 

 

 

 

 

 

 

Copper

 

63%

 

 

 

 

 

 

 

 

 

 

 

 

 

Magnesium1

 

100%

 

 

 

 

 

 

 

 

 

 

 

 

 

Silicon

 

100%

 

 

 

 

 

 

 

 

 

 

 

 

 

Natural Gas

 

48%

 

 

48%

 

 

46%

 

 

25%

 

 

20%

 

Electricity

 

78%

 

 

43%

 

 

 

 

 

 

 

 

 

 

1

We have contracts in place to cover the noted percentage of our requirements at a firm or predetermined price, however our primary supplier of magnesium declared force majeure and is supplying less than the full volume contracted and our magnesium cost will fluctuate for any shortfalls until our supplier’s capacity is fully restored.

Foreign Currency Hedges. We are exposed to foreign currency exchange risk related to certain supply and service agreements with vendors for which payments are due in foreign currency. We, from time to time, in the ordinary course of business, use foreign currency forward contracts in order to mitigate the exposure to currency exchange rate fluctuations related to these purchases.

Non-Designated Hedges of Operational Risks

From time-to-time, we enter into commodity contracts that are not designated as hedging instruments to mitigate certain short‑term commodity impacts, as identified. The gain or loss on these derivatives is recognized. When we withhold these common shares, werecognized within COGS.

Notional Amount of Derivative Contracts

The following table summarizes our derivative positions at March 31, 2022:

Aluminum

Maturity Period

(month/year)

Notional Amount of Contracts (mmlbs)

Fixed price purchase contracts

4/22 through 12/23

109.3

Fixed price sales contracts

8/22 through 10/22

3.0

Midwest premium swap contracts1

4/22 through 12/23

92.0

Alloying Metals

Maturity Period

(month/year)

Notional Amount of Contracts (mmlbs)

Fixed price purchase contracts

4/22 through 12/22

4.8

Natural Gas

Maturity Period

(month/year)

Notional Amount of Contracts (mmbtu)

Fixed price purchase contracts

4/22 through 12/25

4,740,000

Electricity

Maturity Period

(month/year)

Notional Amount of Contracts (Mwh)

Fixed price purchase contracts

4/22 through 12/22

165,025

13


Notes Index

KAISER ALUMINUM CORPORATION AND SUBSIDIARY COMPANIES

NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS – UNAUDITED

Euro

Maturity Period

(month/year)

Notional Amount of Contracts (euro)

Fixed price forward contracts

6/22 through 3/23

138,720

1

Regional premiums represent the premium over the London Metal Exchange price for primary aluminum which is incurred on our purchases of primary aluminum.

Gain

The following table summarizes the amount of gainincluded on our Statements of Consolidated Incomeassociated with all derivative contracts (in millions of dollars):

 

 

Quarter Ended March 31,

 

Statements of Consolidated

 

 

2022

 

 

2021

 

Income Classification

Total of income and expense line items presented in our Statements of Consolidated Income in which the effects of hedges are recorded:

 

 

 

 

 

 

 

 

 

Cash flow hedges

 

$

865.9

 

 

$

262.5

 

Cost of products sold

 

 

 

 

 

 

 

 

 

 

Gain recognized in our Statements of Consolidated Income related to cash flow hedges:

 

 

 

 

 

 

 

 

 

Aluminum

 

$

(18.7

)

 

$

(2.9

)

Cost of products sold

Alloying Metals

 

 

 

 

 

(0.9

)

Cost of products sold

Natural gas

 

 

(0.9

)

 

 

 

Cost of products sold

Electricity

 

 

(0.3

)

 

 

 

Cost of products sold

Total gain recognized in our Statements of Consolidated Income related to cash flow hedges

 

$

(19.9

)

 

$

(3.8

)

 

 

 

 

 

 

 

 

 

 

 

Gain recognized in our Statements of Consolidated Income related to non-designated hedges:

 

 

 

 

 

 

 

 

 

Alloying Metals – Realized (gain) loss

 

$

(0.6

)

 

$

 

Cost of products sold

Alloying Metals – Unrealized gain

 

 

(1.0

)

 

 

(0.3

)

Cost of products sold

Total gain recognized in our Statements of Consolidated Income related to non-designated hedges

 

$

(1.6

)

 

$

(0.3

)

 

14


Notes Index

KAISER ALUMINUM CORPORATION AND SUBSIDIARY COMPANIES

NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS – UNAUDITED

Fair Values of Derivative Contracts

The fair values of our derivative contracts are requiredbased upon trades in liquid markets. Valuation model inputs can be verified, and valuation techniques do not involve significant judgment. The fair values of such financial instruments are classified within Level 2 of the fair value hierarchy.

All of our derivative contracts with counterparties are subject to remit to the appropriate taxing authoritiesenforceable master netting arrangements. We reflect the fair value of our derivative contracts on a gross basis on our Consolidated Balance Sheets. The following table presents the shares withheldfair value of our derivative financial instruments (in millions of dollars):

 

 

As of March 31, 2022

 

 

As of December 31, 2021

 

 

 

Assets

 

 

Liabilities

 

 

Net Amount

 

 

Assets

 

 

Liabilities

 

 

Net Amount

 

Cash Flow Hedges:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Aluminum –

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Fixed price purchase contracts

 

$

26.5

 

 

$

(1.0

)

 

$

25.5

 

 

$

12.2

 

 

$

(1.1

)

 

$

11.1

 

Fixed price sales contracts

 

 

0

 

 

 

(0.7

)

 

 

(0.7

)

 

 

0

 

 

 

0

 

 

 

0

 

Midwest premium swap contracts

 

 

6.9

 

 

 

(0.2

)

 

 

6.7

 

 

 

5.5

 

 

 

(0.1

)

 

 

5.4

 

Natural gas – Fixed price purchase contracts

 

 

8.0

 

 

 

0

 

 

 

8.0

 

 

 

3.0

 

 

 

(0.1

)

 

 

2.9

 

Electricity – Fixed price purchase contracts

 

 

6.1

 

 

 

0

 

 

 

6.1

 

 

 

4.4

 

 

 

(0.6

)

 

 

3.8

 

Total cash flow hedges

 

 

47.5

 

 

 

(1.9

)

 

 

45.6

 

 

 

25.1

 

 

 

(1.9

)

 

 

23.2

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Non-Designated Hedges:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Alloying Metals –

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Fixed price purchase contracts

 

 

2.5

 

 

 

0

 

 

 

2.5

 

 

 

1.6

 

 

 

(0.1

)

 

 

1.5

 

Total non-designated hedges

 

 

2.5

 

 

 

0

 

 

 

2.5

 

 

 

1.6

 

 

 

(0.1

)

 

 

1.5

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total

 

$

50.0

 

 

$

(1.9

)

 

$

48.1

 

 

$

26.7

 

 

$

(2.0

)

 

$

24.7

 

The following table presents the total amounts of derivative assets and liabilities on our Consolidated Balance Sheets (in millions of dollars):

 

 

As of March 31, 2022

 

 

As of December 31, 2021

 

Derivative assets:

 

 

 

 

 

 

 

 

Prepaid expenses and other current assets

 

$

45.9

 

 

$

25.0

 

Other assets

 

 

4.1

 

 

 

1.7

 

Total derivative assets

 

$

50.0

 

 

$

26.7

 

Derivative liabilities:

 

 

 

 

 

 

 

 

Other accrued liabilities

 

$

(1.8

)

 

$

(1.9

)

Long-term liabilities

 

 

(0.1

)

 

 

(0.1

)

Total derivative liabilities

 

$

(1.9

)

 

$

(2.0

)

Fair Value of Other Financial Instruments

All Other Financial Assets and Liabilities. We believe that the fair values of our accounts receivable, contract assets, accounts payable and accrued liabilities approximate their respective carrying values due to their short maturities and nominal credit risk.

5. Debt and Credit Facility

Senior Notes

4.50% Senior Notes. In May 2021, we issued $550.0 million aggregate principal amount of 4.50% unsecured senior notes due June 1, 2031 at 100% of the principal amount (“4.50% Senior Notes”). The unamortized amount of debt issuance costs as of March 31, 2022 relating to the vesting date. During4.50% Senior Notes was $7.8 million. Interest expense, including amortization of debt issuance costs and debt premium, relating to the nine months4.50% Senior Notes was $6.4 million for the quarter ended September 30, 2017 and September 30, 2016, 56,195 and 35,498 common shares, respectively, were withheld and canceled for this purpose.March 31, 2022. The withholding of common shares by us could be deemed a purchaseeffective interest

15


Notes Index

KAISER ALUMINUM CORPORATION AND SUBSIDIARY COMPANIES

NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS – UNAUDITED

rate of the common shares.

8.4.50% Senior Notes is approximately 4.7% per annum, taking into account the amortization of debt issuance costs. The fair value of the outstanding 4.50% Senior Notes, which are Level 1 liabilities calculated based on pricing from trades around the balance sheet date, was approximately $492.2 million and $542.6 million at March 31, 2022 and December 31, 2021, respectively.

6.50% Senior Notes. In April 2020 and May 2020, we issued $300.0 million and $50.0 million, respectively, aggregate principal amounts of our 6.50% unsecured senior notes due May 1, 2025 at 100% and 101%, respectively, of the principal amounts (“6.50% Senior Notes”). On May 21, 2021 we redeemed in full the remaining balance of our 6.50% Senior Notes at a redemption price of 108.83% of the principal amount plus $1.3 million of accrued and unpaid interest for a total net cash outflow of $382.2 million. Upon redemption of the 6.50% Senior Notes, we recorded a loss on extinguishment of debt of $35.9 millionwithin Other expense, net on our Statements of Consolidated Income, which included the premium payment of $30.9 million and a write-off of the remaining unamortized premium and debt issuance costs of $5.0 million. The effective interest rate of the 6.50% Senior Notes was approximately 6.8% per annum, taking into account the amortization of premium and debt issuance costs. Interest expense, including amortization of debt issuance costs, relating to the 6.50% Senior Notes was $6.0 million for the quarter ended March 31, 2021.

4.625% Senior Notes. In November 2019, we issued $500.0 million aggregate principal amount of 4.625% unsecured senior notes due March 1, 2028 at 100% of the principal amount (“4.625% Senior Notes”). The unamortized amount of debt issuance costs as of March 31, 2022 was $5.4 million. Interest expense, including amortization of debt issuance costs, relating to the 4.625% Senior Notes was $6.0 million for both quarters ended March 31, 2022 and March 31, 2021, respectively. The effective interest rate of the 4.625% Senior Notes was approximately 4.8% per annum, taking into account the amortization of debt issuance costs. The fair value of the outstanding 4.625% Senior Notes, which are Level 1 liabilities, was approximately $470.2 millionand $506.9 million at March 31, 2022 and December 31, 2021, respectively.

The amount of interest expense capitalized as construction in progress was $0.6 million and $0.1 million during the quarters ended March 31, 2022 and March 31, 2021, respectively.

Revolving Credit Facility

Our credit agreement with Wells Fargo Bank, National Association, as administrative agent, and the other financial institutions party thereto (“Revolving Credit Facility”) provides us with a $375.0 million funding commitment through October 2024.

On April 7, 2022, we entered Amendment No. 3 to our Revolving Credit Facility. See Note 13 for details regarding the revised terms of the Revolving Credit Facility as amended.

6. Commitments and Contingencies

Commitments. We have a variety of financial commitments, including purchase agreements, forward foreign exchange and forward sales contracts, indebtedness and letters of credit (see Note 34 and Note 9)5).

Environmental Contingencies. We are subject to a number of environmental laws and regulations, to potential fines or penalties assessed for alleged breaches of such laws and regulations and to potential claims based upon such laws and regulations. We are also subject to legacy environmental contingencies related to activities that occurred at operating facilities within Fabricated Products prior to July 6, 2006, while such operating facilities were being operated by a predecessor, which represent the majority of our environmental accruals. The status of these environmental contingencies are discussed below. We have established procedures for regularly evaluating environmental loss contingencies. Our environmental accruals represent our undiscounted estimate of costs reasonably expected to be incurred based on presently enacted laws and regulations, existing requirements, currently available facts, existing requirements, existing technology and our assessment of the likely remediation actions to be taken.

We continue to pursue remediation activities, primarily to address the historical use of oils containing polychlorinated biphenyls ("PCBs"(“PCBs”) at our Spokane, Washington ("Trentwood"(“Trentwood”) facility. Our remediation efforts are in collaboration with the Washington State Department of Ecology ("Washington State Ecology"(“Ecology”), to which we submitted a feasibility study in 2012 of remediation alternatives and from which we received permission to begin certain remediation activities pursuant to a signed work order. As weWe have finishedcompleted a number of sections of the work plan weand have received satisfactory completion approval from Washington State Ecology on satisfactory completion of those sections. Additionally, inIn cooperation with Washington State Ecology, we constructed an experimental treatment facility to determine the treatability and evaluate the feasibility of removing PCBs from ground water under the Trentwood facility,facility. In 2015, we constructed a pilot test facility and began treatment operations atinvolving a walnut shell filtration system, which we optimized for maximum PCB capture during 2020. Furthermore, based on advancements in technology, we signed an Amended Agreed Order with Ecology in 2020 to evaluate and implement new technologies for PCB removal from groundwater on a pilot basis.

16


Notes Index

KAISER ALUMINUM CORPORATION AND SUBSIDIARY COMPANIES

NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS – UNAUDITED

The primary technology we are evaluating is Ultraviolet Light Advanced Oxidation Process. As the test facility in the first half of 2016. As thelong-term success of the new methodology cannot be reasonably determined at this time, it is possible we may need to make upward adjustments to our related accruals as facts and cost estimates regardingas the groundwater treatment method and the operation of the treatment facilitylong term results become available.

 During 2013, at the request of

Pursuant to a consent agreement with the Ohio Environmental Protection Agency ("OEPA"(“OEPA”), we initiated an investigational study of theour Newark, Ohio ("Newark"(“Newark”) facility related to historical on-site waste disposal. Since 2014,During the quarter ended December 31, 2018, we have completed a number of preliminary steps insubmitted our remedial investigation study to the preparation of completingOEPA for review and approval. The final remedial investigation report was approved by the final risk assessment andOEPA during the quarter ended December 31, 2020. We are currently preparing the required feasibility study, both of which are subjectwe expect to submit to the OEPA for review and approval byduring the OEPA. As work continues and progresses to a final risk assessment and feasibility study, we will establish and update estimates for probable and estimable remediation, if any.quarter ending September 30, 2022. The actual and final remediation cost for remediationestimates will not be fully determinable until a finalthe feasibility study is submitted andhas been accepted by the OEPA and the selected remediation design work plans are prepared,completed, which is expectedwe expect to occur in the next 1217 to 1523 months.

At September 30, 2017,March 31, 2022, our environmental accrual of $16.9$16.4 million represented our estimate of the incremental remediation cost based on: (i) proposed alternatives in the final feasibility study related to the Trentwood facility; (ii) currently available facts with respect to our Newark facility; and (iii) facts related to certain other locations owned or formerly owned by us. In accordance with approved and proposed remediation action plans, we expect that the implementation and ongoing monitoring could occur over a period of 30 or more years.

As additional facts are developed, feasibility studies are completed, draft remediation plans are modified, necessary regulatory approvals for the implementation of remediation are obtained, alternative technologies are developed and/or other factors change, there may be revisions to management'smanagement’s estimates and actual costs may exceed the current environmental accruals. We believe at this time that it is reasonably possible that undiscounted costs associated with these environmental matters may exceed current accruals by amounts that could be, in the aggregate, up to an estimated $12.2$11.7 million over the remediation period. It is reasonably possible that our recorded estimate will change in the next 12 months.

Warrick Rolling Mill CARO Liability. During the quarter ended March 31, 2022, we identified conditional asset retirement obligations (“CAROs”) related to the future removal and disposal of asbestos that is contained within the Warrick rolling mill facility. We believe that the asbestos is appropriately contained in accordance with current environmental regulations. If the facility were demolished or subject to renovation activities that disturb the asbestos, certain environmental regulations are in place which specify the manner in which the asbestos must be handled and disposed. We are required to record the fair value of CAROs if they can be reasonably estimated. As of March 31, 2022, we established a liability of $2.3 million related to these CAROs within Long-term liabilities on our Consolidated Balance Sheets.

Other Contingencies. We are party to various lawsuits, claims, investigations and administrative proceedings that arise in connection with past and current operations. We evaluate such matters on a case-by-case basis and our policy is to vigorously



18


KAISER ALUMINUM CORPORATION AND SUBSIDIARY COMPANIES
NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS - UNAUDITED

contest any such claims we believe are without merit. We accrue for a legal liability when it is both probable that a liability has been incurred and the amount of the loss is reasonably estimable. Quarterly, in addition to when changes in facts and circumstances require it, we review and adjust these accruals to reflect the impacts of negotiations, settlements, rulings, advice of legal counsel and other information and events pertaining to a particular case. While uncertainties are inherent in the final outcome of such matters and it is presently impossible to determine the actual cost that may ultimately be incurred, we believe that we have sufficiently accrued for such matters and that the ultimate resolution of pending matters will not have a material impact on our consolidated financial position, operating results or liquidity.
9. Derivatives, Hedging Programs and Other Financial Instruments
Overview. In conducting our business, we enter into derivative transactions, including forward contracts and options, to limit our exposure to: (i) metal price risk related to our sale of fabricated aluminum products and the purchase of metal used as raw material for our fabrication operations; (ii) energy price risk relating to fluctuating prices of natural gas and electricity used in our production processes; and (iii) foreign currency requirements with respect to our foreign subsidiaries and cash commitments for equipment purchases denominated in foreign currency.
Our derivative activities are overseen by a hedging committee ("Hedging Committee"), which is composed of our chief executive officer, chief operating officer, chief financial officer, chief accounting officer, treasurer and other officers and employees selected by the chief executive officer.The Hedging Committee meets regularly to review commodity price exposure, derivative positions and strategy, and management reports to our Board of Directors on the scope of its activities.
We are exposed to counterparty credit risk on all of our derivative instruments, which we manage by monitoring the credit quality of our counterparties and allocating our hedging positions among multiple counterparties to limit exposure to any single entity. Our counterparties are major, investment grade financial institutions or trading companies. Hedging transactions are governed by negotiated reciprocal credit lines, which generally require collateral to be posted above specified credit thresholds. We believe the risk of loss is remote and contained due to counterparty credit quality, our diversification practice and collateral requirements.
In a majority of our hedging counterparty agreements, our counterparty offers us a credit line that adjusts up or down, depending on our liquidity. Below specified liquidity thresholds, we may have to post collateral if the fair value of our net liability with such counterparty exceeds our reduced credit line. We manage this risk by allocating hedging transactions among multiple counterparties, using options as part of our hedging activities, or both. The aggregate fair value of our derivative instruments that were in a net liability position was insignificant at both September 30, 2017 and December 31, 2016, and we had no collateral posted as of those dates.
Additionally, our firm-price customer sales commitments create incremental customer credit risk related to metal price movements. Under certain circumstances, we mitigate this risk by periodically requiring cash collateral from them, which we classify as deferred revenue and include as a component of Other accrued liabilities. At September 30, 2017, we had no cash collateral posted from any of our customers. For more information about concentration risks concerning customers and suppliers, see Note 11.
Notional Amount of Derivative Contracts. The following table summarizes our derivative positions at September 30, 2017:
Aluminum
Maturity Period
(month/year)
Notional Amount of contracts (mmlbs)
Purchased put option contracts10/17 through 12/1713.4
Fixed price purchase contracts10/17 through 12/21151.9
Fixed price sales contracts10/17 through 11/191.8
Midwest premium swap contracts1
10/17 through 12/21150.1
Alloying Metals
Maturity Period
(month/year)
Notional Amount of contracts (mmlbs)
Fixed price purchase contracts10/17 through 6/184.6


19


KAISER ALUMINUM CORPORATION AND SUBSIDIARY COMPANIES

NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS - UNAUDITED

7. Accumulated Other Comprehensive Income (Loss)

The following table presents the changes in the accumulated balances for each component of AOCI (in millions of dollars):

 

 

Quarter Ended March 31,

 

 

 

2022

 

 

2021

 

Defined Benefit Pension Plan and Salaried VEBA:

 

 

 

 

 

 

 

 

Beginning balance

 

$

(21.4

)

 

$

(19.8

)

Amortization of net actuarial loss1

 

 

 

 

 

0.1

 

Amortization of prior service cost1

 

 

1.2

 

 

 

0.9

 

Less: income tax expense2

 

 

(0.3

)

 

 

(0.3

)

Other comprehensive income, net of tax

 

 

0.9

 

 

 

0.7

 

Ending balance

 

$

(20.5

)

 

$

(19.1

)

 

 

 

 

 

 

 

 

 

Cash Flow Hedges:

 

 

 

 

 

 

 

 

Beginning balance

 

$

17.7

 

 

$

1.1

 

Unrealized gain on cash flow hedges

 

 

42.3

 

 

 

13.9

 

Less: income tax expense

 

 

(10.0

)

 

 

(3.3

)

Net unrealized gain on cash flow hedges

 

 

32.3

 

 

 

10.6

 

Reclassification of unrealized gain upon settlement of cash flow hedges

 

 

(19.9

)

 

 

(2.7

)

Less: income tax benefit2

 

 

4.7

 

 

 

0.6

 

Net gain reclassified from AOCI to Net income

 

 

(15.2

)

 

 

(2.1

)

Other comprehensive income, net of tax

 

 

17.1

 

 

 

8.5

 

Ending balance3

 

$

34.8

 

 

$

9.6

 

 

 

 

 

 

 

 

 

 

Foreign Currency Translation:

 

 

 

 

 

 

 

 

Beginning balance

 

$

 

 

$

 

Other comprehensive income (loss), net of tax

 

 

 

 

 

(0.1

)

Ending balance

 

$

 

 

$

(0.1

)

 

 

 

 

 

 

 

 

 

Total AOCI ending balance

 

$

14.3

 

 

$

(9.6

)


1

Amounts amortized out of AOCI relating to Salaried VEBA adjustments were included within Other expense, net, as a component of Net periodic postretirement benefit cost relating to Salaried VEBA.

Natural Gas

2

Maturity Period
(month/year)
Notional Amount

Income tax amounts reclassified out of contracts (mmbtu)

Fixed price purchase contracts10/17 through 12/203,650,000
AOCI were included as a component of Income tax (provision) benefit.

3

Euro
Maturity Period
(month/year)
Notional Amount

As of contracts (euro)

Fixed price purchase contracts10/17 through 4/18301,304
March 31, 2022, we estimate a net mark-to-market gain before tax of $41.6 million in AOCI will be reclassified into Netincomeupon settlement within the next 12 months.

______________________
1
Regional premiums represent the premium over the London Metal Exchange price for primary aluminum which is incurred on our purchases of primary aluminum.
2
As of September 30, 2017, we had derivative and/or physical delivery commitments with energy companies in place to cover exposure to fluctuations in prices for approximately 72% of the expected natural gas purchases for the remainder of 2017, 71% of the expected natural gas purchases for both 2018 and 2019 and 39% of the expected natural gas purchases for 2020.
We have physical delivery commitments at firm prices covering approximately 54% of our expected electricity purchases for the remainder of 2017, 55%

8. Other Expense, Net

Other expense, net, consisted of the expected electricity purchases for both 2018 and 2019 and 18%following (in millions of the expected electricity purchases for 2020.dollars):

 

 

Quarter Ended March 31,

 

 

 

2022

 

 

2021

 

Interest income

 

$

 

 

$

0.1

 

Net periodic postretirement benefit cost

 

 

(1.4

)

 

 

(0.6

)

Unrealized loss on equity securities

 

 

(0.4

)

 

 

(0.1

)

All other, net

 

 

0.2

 

 

 

0.2

 

Other expense, net

 

$

(1.6

)

 

$

(0.4

)

Non-Designated Hedges of Operational Risks. Our pricing of fabricated aluminum products is generally intended to lock in a conversion margin (representing the value added from the fabrication process(es)) and to pass through metal price fluctuations to our customers. For some of our higher value added products sold on a spot basis, the pass through of metal price movements can sometimes lag by as much as several months, with a favorable impact to us when metal prices decline and an adverse impact to us when metal prices increase. Additionally, in certain instances, we enter into firm-price arrangements with our customers for stipulated volumes to be delivered in the future. Because we generally purchase primary and secondary aluminum on a floating price basis, the lag in passing through metal price movements to customers on some of our higher value added products sold on a spot basis and the volume that we have committed to sell to our customers under a firm-price arrangement create metal price risk for us. We use third-party hedging instruments to limit exposure to metal price risk related to the metal pass through lag on some of our products and firm-price customer sales contracts.
We are exposed to risk of fluctuating prices for natural gas and electricity. We, from time to time, in the ordinary course of business, enter into hedging transactions and/or physical delivery commitments with third parties to mitigate our risk from fluctuations in natural gas and electricity prices.
We are also exposed to foreign currency exchange risk related to firm-price agreements for equipment purchases from foreign manufacturers. We use foreign currency forward contracts designed to line up with the timing and amounts of scheduled payments to the foreign equipment manufacturers to mitigate our exposure to currency exchange rate fluctuations on these purchases. Realized and unrealized periodic gains and losses of non-designated foreign currency forward contracts are reflected as a reduction or increase in Other income (expense), net.
Designated Alloying Metal Hedges. We enter into agreements with suppliers to purchase alloying metals (zinc and copper) used as raw materials in our fabrication operations at fluctuating prices that we are unable to pass along to our customers. We mitigate our exposure to metal price risk by entering into Alloy Hedges with third-party financial institutions at predetermined/fixed prices at stated delivery dates. Our Alloy Hedges are expected to be highly effective because monthly settlements correspond to forecasted physical purchases of alloying metals by our manufacturing facilities. The effective portion of the fair value on these Alloy Hedges is recorded within Other comprehensive income, net of tax, and is reclassified into the Statements of Consolidated Income during the month of settlement to Cost of products sold (See Note 14). As of September 30, 2017, we estimate the net gain of $0.5 million will be reclassified from Accumulated other comprehensive income into Net income within the next 12 months. We incurred no ineffectiveness on these hedges during the quarter and nine months ended September 30, 2017.


20

18



Notes Index

KAISER ALUMINUM CORPORATION AND SUBSIDIARY COMPANIES

NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS - UNAUDITED


Realized and Unrealized Gain and Loss. Realized and unrealized (gain) loss included on the Statements of Consolidated

9. Income associated with all derivative contractsTax Matters

The income tax (provision) benefit consisted of the following for each period presented (in millions of dollars):

 

 

Quarter Ended March 31,

 

 

 

2022

 

 

2021

 

Domestic

 

$

(2.9

)

 

$

0.6

 

Foreign

 

 

(0.4

)

 

 

(0.3

)

Total

 

$

(3.3

)

 

$

0.3

 

 Quarter Ended Nine Months Ended
 September 30, September 30,
 2017 2016 2017 2016
Realized (gain) loss:       
Aluminum$(4.0) $0.4
 $(13.8) $4.1
Natural gas0.2
 0.9
 0.3
 4.2
Alloy Hedges(0.3) 
 (0.2) 
Foreign exchange(0.1) 
 (0.1) 
Total realized (gain) loss1
$(4.2) $1.3
 $(13.8) $8.3
        
Unrealized (gain) loss:       
Aluminum$(10.6) $(1.7) $(15.3) $(11.7)
Natural gas(0.2) (0.3) 1.3
 (5.2)
Total unrealized gain2
$(10.8) $(2.0) $(14.0) $(16.9)
______________________
1
Recorded within Cost of products sold, excluding depreciation, amortization and other items within the Fabricated Products segment.
2
Recorded within Unrealized gain on derivative instruments within the Fabricated Products segment.
Fair Values

The income tax (provision) benefit for the quarters ended March 31, 2022 and March 31, 2021 was $(3.3) millionand $0.3 million, respectively, reflecting an effective tax rate of Derivative Contracts. 29% and (6%), respectively. The fair valuesdifference between the effective tax rate and the projected blended statutory tax rate for the quarter ended March 31, 2022 was primarily due to: (i) an increase of 4% of pre‑tax income for the recognition of excess book benefits from stock based compensation; (ii) an increase of 1% of pre-tax income related to state tax adjustments for certain state net operating losses; and (iii) an increase of 1% of pre-tax income related to non‑deductible compensation expense, partially offset by a decrease of 2% of pre-tax income related to a Federal Research and Development credit.

The difference between the effective tax rate and the projected blended statutory tax rate for the quarter ended March 31, 2021 was primarily due to: (i) a decrease of15% of pre-tax income for a change in state tax rate due to the Warrick rolling mill acquisition; (ii) a decrease of10% of pre-tax income related to the valuation allowance for certain state net operating losses; and (iii) a decrease of6% of pre-tax income for the recognition of excess tax benefits from stock-based compensation.

Our gross unrecognized benefits relating to uncertain tax positions were $4.6 million and $4.1 million at March 31, 2022 and December 31, 2021, respectively, of which, $4.6 million and $4.1 million would be recorded through our derivative contracts are based upon trades in liquid markets. Valuation model inputs canincome tax provision and thus impact the effective tax rate at March 31, 2022 and December 31, 2021, respectively, if the gross unrecognized tax benefits were to be verified, and valuation techniquesrecognized.

We do not involve significant judgment.expect our gross unrecognized tax benefits to significantly change within the next 12 months.

10. Net Income Per Share

Basic net income per share is computed by dividing distributed and undistributed net income allocable to common shares by the weighted-average number of common shares outstanding during the applicable period. The fair valuesbasic weighted-average number of such financial instruments are classified within Level 2 ofcommon shares outstanding during the fair value hierarchy.

period excludes non-vested share-based payment awards. Diluted net income per share was calculated under the treasury stock method for the quarters ended March 31, 2022 and March 31, 2021, which in both periods was more dilutive than the two-class method.

The following table presents our financial instruments, classified undersets forth the appropriate levelcomputation of the fair value hierarchy, as of the period presented (in millions of dollars):

 September 30, 2017
 Level 1 Level 2 Level 3 Total
DERIVATIVE ASSETS:       
Non-Designated Hedges:       
Aluminum –       
Fixed price purchase contracts$
 $18.4
 $
 $18.4
Midwest premium swap contracts
 0.8
 
 0.8
Natural gas – Fixed price purchase contracts

 0.4
 
 0.4
        
Designated Hedges:       
Alloying metals – Fixed price purchase contracts

 0.9
 
 0.9
Total derivative assets1
$
 $20.5
 $
 $20.5
        


21


KAISER ALUMINUM CORPORATION AND SUBSIDIARY COMPANIES
NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS - UNAUDITED

 September 30, 2017
 Level 1 Level 2 Level 3 Total
DERIVATIVE LIABILITIES:       
Non-Designated Hedges:       
Aluminum –       
Fixed price sales contracts$
 $(0.1) $
 $(0.1)
Midwest premium swap contracts
 (0.8) 
 (0.8)
Natural gas – Fixed price purchase contracts

 (0.5) 
 (0.5)
Total derivative liabilities2
$
 $(1.4) $
 $(1.4)
____________
1
Of the $20.5 million in total derivative assets, $15.8 million and $4.7 million were recorded within Prepaid expenses and other current assets and Other assets, respectively.
2
Of the $1.4 million in total derivative liabilities, $0.9 million and $0.5 million were recorded within Other accrued liabilities and Long-term liabilities, respectively.
The following table presents our financial instruments, classified under the appropriate level of the fair value hierarchy, as of the period presented (in millions of dollars):
 December 31, 2016
 Level 1 Level 2 Level 3 Total
DERIVATIVE ASSETS:       
Non-Designated Hedges:       
Aluminum –       
Fixed price purchase contracts$
 $3.3
 $
 $3.3
Midwest premium swap contracts
 0.9
 
 0.9
Natural gas – Fixed price purchase contracts

 1.6
 
 1.6
Total derivative assets1
$
 $5.8
 $
 $5.8
        
DERIVATIVE LIABILITIES:       
Non-Designated Hedges:       
Aluminum
       
Fixed price purchase contracts$
 $(1.1) $
 $(1.1)
Midwest premium swap contracts
 (0.2) 
 (0.2)
Natural gas – Fixed price purchase contracts

 (0.4) 
 (0.4)
        
Designated Hedges:       
Alloying metals – Fixed price purchase contracts

 (0.1) 
 (0.1)
Total derivative liabilities2
$
 $(1.8) $
 $(1.8)
____________
1
Of the $5.8 million in total derivative assets, $5.0 million and $0.8 million were recorded within Prepaid expenses and other current assets and Other assets, respectively.
2
Of the $1.8 million in total derivative liabilities, $0.8 million and $1.0 million were recorded within Other accrued liabilities and Long-term liabilities, respectively.


22


KAISER ALUMINUM CORPORATION AND SUBSIDIARY COMPANIES
NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS - UNAUDITED

The aggregate fair value of our derivatives at September 30, 2017 and December 31, 2016 was a net asset of $19.1 million and a net asset of $4.0 million, respectively. The increase in the net asset position during the nine months ended September 30, 2017 was primarily due to changes in the underlying commodity and energy prices, as well as settlement of positions during the period. Changes in the fair value of our derivative contracts relating to non-designated hedges of operational activities are reflected in Operating income.
Offsetting Information. We enter into derivative contracts with counterparties subject to enforceable master netting arrangements and, from time to time, not subject to netting arrangements. We reflect the fair value of our derivative contracts on a gross basis on the Consolidated Balance Sheets. We had no cash collateral pledged or received with our counterparties as of both September 30, 2017 and December 31, 2016.
The following tables present offsetting information regarding our derivatives by type of counterparty as of September 30, 2017 (in millions of dollars):
 Gross Amounts of Recognized Assets Gross Amounts Offset in the Consolidated Balance Sheets Net Amounts of Assets Presented in the Consolidated Balance Sheets Gross Amounts Not Offset in the Consolidated Balance Sheets Net Amount
Counterparty
(with netting agreements)
$20.5
 $
 $20.5
 $1.4
 $19.1
Total$20.5
 $
 $20.5
 $1.4
 $19.1
 Gross Amounts of Recognized Liabilities Gross Amounts Offset in the Consolidated Balance Sheets Net Amounts of Liabilities Presented in the Consolidated Balance Sheets Gross Amounts Not Offset in the Consolidated Balance Sheets Net Amount
Counterparty
(with netting agreements)
$(1.4) $
 $(1.4) $(1.4) $
Total$(1.4) $
 $(1.4) $(1.4) $
The following tables present offsetting information regarding our derivatives by type of counterparty as of December 31, 2016 (in millions of dollars):
 Gross Amounts of Recognized Assets Gross Amounts Offset in the Consolidated Balance Sheets Net Amounts of Assets Presented in the Consolidated Balance Sheets Gross Amounts Not Offset in the Consolidated Balance Sheets Net Amount
Counterparty
(with netting agreements)
$3.3
 $
 $3.3
 $1.0
 $2.3
Counterparty
(with partial netting agreements)
2.5
 
 2.5
 0.7
 1.8
Total$5.8
 $
 $5.8
 $1.7
 $4.1
 Gross Amounts of Recognized Liabilities Gross Amounts Offset in the Consolidated Balance Sheets Net Amounts of Liabilities Presented in the Consolidated Balance Sheets Gross Amounts Not Offset in the Consolidated Balance Sheets Net Amount
Counterparty
(with netting agreements)
$(1.0) $
 $(1.0) $(1.0) $
Counterparty
(with partial netting agreements)
(0.8) 
 (0.8) (0.7) (0.1)
Total$(1.8) $
 $(1.8) $(1.7) $(0.1)


23


KAISER ALUMINUM CORPORATION AND SUBSIDIARY COMPANIES
NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS - UNAUDITED

Fair Value of Other Financial Instruments
Available for Sale Securities. We hold debt investment securities that are accounted for as available for sale securities. The fair value of the debt investment securities, which consist of commercial paper and corporate bonds, is determined based on valuation models that use observable market data. At September 30, 2017, all of our short-term investments had maturity dates within 12 months. We review our debt investment portfolio for other-than-temporary impairment at least quarterly or when there are changes in credit risk or other potential valuation concerns. At September 30, 2017 and December 31, 2016, the total unrealized loss, net of tax, included in Accumulated other comprehensive income was immaterial and was not other-than-temporarily impaired. We believe that it is probable that the principal and interest will be collected in accordance with the contractual terms, and that the unrealized loss on these securities was due to normal market fluctuations, and not due to increased credit risk or other valuation concerns. The fair value input of our available for sale securities, which are classified within Level 2 of the fair value hierarchy, is calculated based on broker quotes. The amortized cost for available for sale securities approximates their fair value.
All Other Financial Assets and Liabilities. We believe that the fair value of our cash and cash equivalents, accounts receivable, accounts payable and accrued liabilities approximate their respective carrying values due to their short maturities and nominal credit risk. See Note 2 for components of cash and cash equivalents.
The following table presents our other financial assets, classified under the appropriate level of the fair value hierarchy, as of September 30, 2017 (in millions of dollars):
 Level 1 Level 2 Level 3 Total
Cash and cash equivalents$17.3
 $56.6
 $
 $73.9
Short-term investments
 191.4
 
 191.4
Total$17.3
 $248.0
 $
 $265.3
The following table presents our other financial assets, classified under the appropriate level of the fair value hierarchy, as of December 31, 2016 (in millions of dollars):
 Level 1 Level 2 Level 3 Total
Cash and cash equivalents$37.9
 $17.3
 $
 $55.2
Short-term investments
 231.0
 
 231.0
Total$37.9
 $248.3
 $
 $286.2


24


KAISER ALUMINUM CORPORATION AND SUBSIDIARY COMPANIES
NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS - UNAUDITED

10. Net Income Per Share and Stockholders' Equity
Net Income Per Share. Basicbasic and diluted net income per share were calculated as follows, for each period presented (in millions of dollars, except share and per share amounts):

 

 

Quarter Ended March 31,

 

 

 

2022

 

 

2021

 

Numerator:

 

 

 

 

 

 

 

 

Net income

 

$

8.1

 

 

$

4.5

 

Denominator – Weighted-average common shares outstanding (in thousands):

 

 

 

 

 

 

 

 

Basic

 

 

15,866

 

 

 

15,805

 

Add: dilutive effect of non-vested common shares, restricted stock units and performance shares1

 

 

172

 

 

 

182

 

Diluted

 

 

16,038

 

 

 

15,987

 

 

 

 

 

 

 

 

 

 

Net income per common share, Basic:

 

$

0.51

 

 

$

0.28

 

Net income per common share, Diluted:

 

$

0.51

 

 

$

0.28

 

 Quarter Ended Nine Months Ended
 September 30, September 30,
 2017 2016 2017 2016
Numerator:       
Net income$19.9
 $14.9
 $60.6
 $67.2
Denominator – Weighted-average common shares outstanding (in thousands):       
Basic1
16,834
 17,841
 17,072
 17,858
Add: dilutive effect of non-vested common shares, restricted stock units, performance shares and stock options326
 334
 291
 323
Diluted2
17,160
 18,175
 17,363
 18,181
        
Net income per common share, Basic:$1.18
 $0.84
 $3.55
 $3.76
Net income per common share, Diluted:$1.16
 $0.82
 $3.49
 $3.70
______________________
1
The basic weighted-average number of common shares outstanding during the periods presented excludes non-vested common shares, restricted stock units and performance shares.
2
The diluted weighted-average number of common shares outstanding during the periods presented was calculated using the treasury method.
The following securities were excluded from the weighted-average diluted shares computation for the quarters and nine months ended September 30, 2017 and September 30, 2016 as their inclusion would have been anti-dilutive (in thousands of shares):
 Quarter Ended Nine Months Ended
 September 30, September 30,
 2017 2016 2017 2016
Non-vested common shares, restricted stock units and performance shares3
 3
 3
 2
Total excluded3
 3
 3
 2
Dividends. During the nine months ended September 30, 2017 and September 30, 2016, we paid a total of approximately $26.4 million and $24.4 million, respectively, in cash dividends to stockholders, including the holders of restricted stock, and in dividend equivalents to the holders of certain restricted stock units and performance shares.
Stock Repurchase Program. From time to time, we repurchase shares pursuant to a stock repurchase program authorized by our Board of Directors. Such repurchases of our common stock are recorded as Treasury stock. Repurchase transactions will occur at such times and prices as management deems appropriate and will be funded with our excess liquidity after giving consideration to, among other things, internal and external growth opportunities and future cash flows. Repurchases may be in open-market transactions or in privately negotiated transactions and the program may be modified or terminated by our Board of Directors at any time.


25

19



Notes Index

KAISER ALUMINUM CORPORATION AND SUBSIDIARY COMPANIES

NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS - UNAUDITED


The following table summarizes repurchases recorded as treasury stock for each period presented:
 Nine Months Ended
 September 30,
 2017 2016
Number of common shares repurchased806,307
 170,304
Weighted-average repurchase price (dollars per share)$80.60
 $81.04
Total cost of repurchased common shares (in millions of dollars)$64.9
 $13.8
At September 30, 2017, $123.4 million were available to repurchase our common shares pursuant to the stock repurchase program.
11. Segment and Geographical Area Information
Our primary line of business is the production of semi-fabricated specialty aluminum products, such as aluminum plate and sheet and extruded and drawn products, primarily used in Aero/HS products, Automotive Extrusions, GE products and Other products. We operate 11 focused production facilities in the United States and one in Canada. Consistent with the manner in which our chief operating decision maker reviews and evaluates our business, the Fabricated Products business is treated as a single operating segment. At September 30, 2017, approximately 64% of our employees were covered by collective bargaining agreements and approximately 12% of our employees were covered by collective bargaining agreements with expiration dates occurring within one year from September 30, 2017.
In addition to the Fabricated Products segment, we have a business unit, All Other, which provides general and administrative support for our operations. For purposes of segment reporting under GAAP, we treat the Fabricated Products segment as a reportable segment. All Other is not considered a reportable segment.
The accounting policies of the Fabricated Products segment are the same as those described in Note 1. Segment results are evaluated internally by management before any allocation of corporate overhead and without any charge for income taxes, interest expense or other net operating charges.


26


KAISER ALUMINUM CORPORATION AND SUBSIDIARY COMPANIES
NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS - UNAUDITED

The following tables provide financial information by reporting segment and business unit for each period or as of each period end, as applicable (in millions of dollars):
 Quarter Ended Nine Months Ended
 September 30, September 30,
 2017 2016 2017 2016
Net sales:       
Fabricated Products$332.8
 $320.6
 $1,044.4
 $998.7
Segment operating income (loss):       
Fabricated Products$53.7
 $42.1
 $149.9
 $172.1
All Other(13.9) (12.3) (39.2) (39.6)
Total operating income$39.8
 $29.8
 $110.7
 $132.5
Interest expense(5.3) (5.5) (16.4) (14.7)
Other income (expense), net1.5
 
 3.1
 (10.4)
Income before income taxes$36.0
 $24.3
 $97.4
 $107.4
Depreciation and amortization:       
Fabricated Products$10.1
 $8.8
 $28.9
 $26.2
All Other0.1
 0.2
 0.4
 0.5
Total depreciation and amortization$10.2
 $9.0
 $29.3
 $26.7
Capital expenditures:       
Fabricated Products$16.3
 $15.0
 $55.7
 $57.1
All Other0.1
 0.1
 0.4
 0.3
Total capital expenditures$16.4
 $15.1
 $56.1
 $57.4
 September 30, 2017 December 31, 2016
Assets:   
Fabricated Products$1,007.9
 $969.4
All Other1
414.8
 474.1
Total assets$1,422.7
 $1,443.5
_____________________

1

Assets

Quantities in All Other represent primarily all of our cashthe following discussion are denoted in whole shares. During the quarters ended March 31, 2022 and cash equivalents, short-term investments, financial derivative assets (see Note 9)March 31, 2021, approximately 33,000 and net deferred income tax assets.22,000 shares, respectively, were excluded from the weighted-average diluted shares computation as their inclusion would have been anti‑dilutive.

Net sales for the Fabricated Products segment by end market applications were as follows (in millions of dollars):
 Quarter Ended Nine Months Ended
 September 30, September 30,
 2017 2016 2017 2016
Net sales:       
Aero/HS products$150.2
 $156.1
 $483.2
 $500.7
Automotive Extrusions52.7
 46.5
 161.6
 143.6
GE products115.9
 105.6
 361.1
 318.3
Other products14.0
 12.4
 38.5
 36.1
Total net sales$332.8
 $320.6
 $1,044.4
 $998.7


27


KAISER ALUMINUM CORPORATION AND SUBSIDIARY COMPANIES
NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS - UNAUDITED

All income taxes are paid by the Fabricated Products reporting segment. Geographic information for income taxes paid was as follows (in millions of dollars):
 Quarter Ended Nine Months Ended
 September 30, September 30,
 2017 2016 2017 2016
Income taxes paid:       
Domestic$0.3
 $0.1
 $0.7
 $0.4
Foreign
 
 0.1
 0.5
Total income taxes paid$0.3
 $0.1
 $0.8
 $0.9
Concentrations. For the quarter ended September 30, 2017, one customer represented 27% and another represented 11% of Fabricated Products Net sales. For the quarter ended September 30, 2016, one customer represented 25% and another represented 11% of Fabricated Products Net Sales. For the nine months ended September 30, 2017, one customer represented 28% and another represented 10% of Fabricated Products Net sales. For the nine months ended September 30, 2016, one customer represented 26% and another represented 10% of Fabricated Products Net Sales.
At September 30, 2017, one customer represented 17% and a second customer represented 16% of Trade receivables, net. One individual customer accounted for 18% and two individual customers each accounted for 12% of Trade receivables, net at December 31, 2016.
Information for delivery of our primary aluminum supply from our major suppliers was as follows:
 Quarter Ended Nine Months Ended
 September 30, September 30,
 2017 2016 2017 2016
Percentage of total primary aluminum supply (lbs):       
Supply from our top five major suppliers86% 84% 85% 84%
Supply from our largest supplier35% 28% 36% 32%
Supply from our second and third largest suppliers35% 33% 33% 31%


28


KAISER ALUMINUM CORPORATION AND SUBSIDIARY COMPANIES
NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS - UNAUDITED

12.

11. Supplemental Cash Flow Information

 

 

Quarter Ended March 31,

 

 

 

2022

 

 

2021

 

 

 

(In millions of dollars)

 

Interest paid

 

$

11.2

 

 

$

11.7

 

Non-cash investing and financing activities (included in Accounts payable):

 

 

 

 

 

 

 

 

Unpaid purchases of property and equipment

 

$

12.6

 

 

$

2.0

 

 

 

 

 

 

 

 

 

 

Supplemental lease disclosures:

 

 

 

 

 

 

 

 

Operating lease liabilities arising from obtaining operating lease assets

 

$

1.1

 

 

$

13.6

 

Cash paid for amounts included in the measurement of operating lease liabilities

 

$

2.4

 

 

$

1.3

 

Finance lease liabilities arising from obtaining finance lease assets

 

$

0.2

 

 

$

1.8

 

 

 

As of March 31,

 

 

 

2022

 

 

2021

 

 

 

(In millions of dollars)

 

Components of cash, cash equivalents and restricted cash:

 

 

 

 

 

 

 

 

Cash and cash equivalents

 

$

261.0

 

 

$

128.0

 

Restricted cash included in Other assets1

 

 

14.2

 

 

 

13.8

 

Total cash, cash equivalents and restricted cash presented on our Statements of Consolidated Cash Flows

 

$

275.2

 

 

$

141.8

 

 Nine Months Ended
 September 30,
 2017 2016
 (In millions of dollars)
Interest paid$10.0
 $6.7
Non-cash investing and financing activities (included in Accounts payable):   
Unpaid purchases of property and equipment$3.4
 $2.4
Stock repurchases not yet settled$
 $0.2
Acquisition of property and equipment through capital leasing arrangements$0.3
 $
    
Components of cash, cash equivalents and restricted cash:September 30, 2017
 September 30, 2016
Cash and cash equivalents$73.9
 $72.9
Restricted cash included in Prepaid expenses and other current assets1
0.3
 0.3
Restricted cash included in Other assets1
12.9
 11.7
Total cash, cash equivalents and restricted cash shown in the Statements of Consolidated Cash Flows$87.1
 $84.9
____________

1

1

We are required to keep on deposit certain amounts that are pledged or held as collateral relating to workers'workers’ compensation and other agreements. We account for such deposits as restricted cash. From time to time, such restricted funds could be returned to us or we could be required to pledge additional cash.

13. Other Income (Expense), Net
Other income (expense), net, consisted

12. Business, Product and Geographical Area Information

Our primary line of business is the production of semi-fabricated specialty aluminum mill products, such as bare and coated coils, plate and sheet and extruded and drawn products, for the following for each period presented (in millions of dollars):

 Quarter Ended Nine Months Ended
 September 30, September 30,
 2017 2016 2017 2016
Interest income$
 $
 $
 $0.1
Realized gain on investments0.8
 0.1
 2.2
 0.4
Loss on extinguishment of debt1

 
 
 (11.1)
All other income (expense), net0.7
 (0.1) 0.9
 0.2
Other income (expense), net$1.5
 $
 $3.1
 $(10.4)
____________
1
Represents the loss on extinguishment of our 8.25% Senior Notes during the nine months ended September 30, 2016, which included an $8.2 million premium paid to redeem the notes and a $2.9 million write-off of unamortized debt issuance costs associated with the notes.


29
end market applications: (i) aerospace and high strength (“Aero/HS products”); (ii) beverage and food packaging products (“Packaging”); (iii) automotive (“Automotive Extrusions”); (iv) general engineering (“GE products”); and (v) other industrial (“Other products”). We operate 13 focused production facilities in the United States and 1 in Canada. Our chief operating decision maker reviews and evaluates our business as a single operating segment.

20



KAISER ALUMINUM CORPORATION AND SUBSIDIARY COMPANIES

NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS - UNAUDITED


14. Accumulated Other Comprehensive (Loss) Income

The following table presents the changes in the accumulated balances for each componentNet sales by end market applications and by timing of Accumulated other comprehensive (loss) income ("AOCI") for each period presentedcontrol transfer (in millions of dollars):

 

 

Quarter Ended March 31,

 

 

 

2022

 

 

2021

 

Net sales:

 

 

 

 

 

 

 

 

Aero/HS products

 

$

176.6

 

 

$

111.7

 

Packaging

 

 

448.0

 

 

 

 

Automotive Extrusions

 

 

63.8

 

 

 

57.6

 

GE products

 

 

251.2

 

 

 

150.4

 

Other products

 

 

9.2

 

 

 

4.3

 

Total net sales

 

$

948.8

 

 

$

324.0

 

 

 

 

 

 

 

 

 

 

Timing of revenue recognition:

 

 

 

 

 

 

 

 

Products transferred at a point in time

 

$

772.0

 

 

$

200.2

 

Products transferred over time

 

 

176.8

 

 

 

123.8

 

Total net sales

 

$

948.8

 

 

$

324.0

 

  Quarter Ended Nine Months Ended
  September 30, September 30,
  2017 2016 2017 2016
Salaried VEBA and defined benefit pension plan:        
Beginning balance $(35.4) $(29.8) $(37.1) $(31.3)
Amortization of net actuarial loss1
 0.2
 0.1
 0.6
 0.3
Amortization of prior service cost1
 1.2
 1.0
 3.6
 3.0
Less: income tax expense2
 (0.5) (0.4) (1.6) (1.2)
Net amortization reclassified from AOCI to Net income 0.9
 0.7
 2.6
 2.1
Translation impact on Canadian pension plan AOCI balance (0.1) 
 (0.1) 0.1
Other comprehensive income, net of tax 0.8
 0.7
 2.5
 2.2
Ending balance $(34.6) $(29.1) $(34.6) $(29.1)
         
Available for sale securities:        
Beginning balance $1.1
 $0.2
 $0.8
 $(0.1)
Unrealized gain on available for sale securities 1.0
 0.9
 3.1
 1.3
Less: income tax expense (0.4) (0.4) (1.2) (0.5)
Net unrealized gain on available for sale securities 0.6
 0.5
 1.9
 0.8
Reclassification of unrealized gain upon sale of available for sale securities3
 (0.5) (0.3) (2.1) (0.3)
Less: income tax benefit2
 0.2
 0.1
 0.8
 0.1
Net unrealized gain reclassified from AOCI to Net income (0.3) (0.2) (1.3) (0.2)
Other comprehensive income, net of tax 0.3
 0.3
 0.6
 0.6
Ending balance $1.4
 $0.5
 $1.4
 $0.5
         
Other:        
Beginning balance $
 $(0.3) $(0.4) $(0.3)
Unrealized gain 1.1
 0.1
 1.4
 0.2
Less: income tax expense (0.4) 
 (0.5) (0.1)
Net gain 0.7
 0.1
 0.9
 0.1
Gain reclassified from AOCI to Net income (0.3) 
 
 
Less: income tax benefit2
 0.1
 
 
 
Net gain reclassified from AOCI to Net income (0.2) 
 
 
Other comprehensive income, net of tax 0.5
 0.1
 0.9
 0.1
Ending balance $0.5
 $(0.2) $0.5
 $(0.2)
         
Total AOCI ending balance $(32.7) $(28.8) $(32.7) $(28.8)
________________
1
Amounts reclassified out of AOCI relating to Salaried VEBA adjustments were included as a component of Net periodic postretirement benefit cost relating to Salaried VEBA.
2
Income tax amounts reclassified out of AOCI were included as a component of Income tax provision.


30


KAISER ALUMINUM CORPORATION AND SUBSIDIARY COMPANIES
NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS - UNAUDITED

3
Amounts reclassified out of AOCI relating to sales of available for sale securities were included as a component of Other income (expense), net. We use the specific identification method to determine the amount reclassified out of AOCI.
15. Condensed Guarantor and Non-Guarantor Financial Information
During the quarter ended June 30, 2016, we issued $375.0 million aggregate principal amount of our 5.875% Senior Notes and redeemed in full the remaining principal balance of our 8.25% Senior Notes. The 5.875% Senior Notes were issued by Kaiser Aluminum Corporation ("Parent") pursuant to an indenture dated May 12, 2016 ("Indenture") with Wells Fargo Bank, National Association, as trustee ("Trustee"). The obligations of the Parent under the Indenture are guaranteed by Kaiser Aluminum Investments Company, Kaiser Aluminum Fabricated Products, LLC and Kaiser Aluminum Washington, LLC, ("Guarantor Subsidiaries"). An additional Guarantor Subsidiary, Kaiser Aluminum Alexco, LLC, merged with and into Kaiser Aluminum Fabricated Products, LLC during the first quarter of 2017. All Guarantor Subsidiaries are 100% owned by the Parent. The guarantees are full and unconditional and joint and several but have customary releases in the following situations: (i) the sale of the Guarantor Subsidiary or all of its assets; (ii) the declaration of a Guarantor Subsidiary as an unrestricted subsidiary under the Indenture; (iii) the termination or release of the Guarantor Subsidiary's guarantee of certain other indebtedness; or (iv) our exercise of legal defeasance or covenant defeasance or the discharge of our obligations under the Indenture.

The following condensed consolidating financial information as of September 30, 2017 and December 31, 2016, and for the quarters and nine months ended September 30, 2017 and September 30, 2016present: (i) the financial position, results of operation and cash flows for each of (a) Parent, (b) the Guarantor Subsidiaries on a combined basis and (c) the Non-Guarantor Subsidiaries on a combined basis; (ii) the "Consolidating Adjustments," which represent the adjustments necessary to eliminate the investments in our subsidiaries, other intercompany balances and other intercompany sales and cost of sales among Parent, the Guarantor Subsidiaries and the Non-Guarantor Subsidiaries; and (iii) the resulting totals, reflectingtable presents geographic information for us on a consolidated basis, as reported. The condensed consolidating financial information should be read in conjunction with the consolidated financial statements herein.



31


KAISER ALUMINUM CORPORATION AND SUBSIDIARY COMPANIES
NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS - UNAUDITED

CONDENSED CONSOLIDATING BALANCE SHEET
(Inincome taxes paid (in millions of dollars):

 

 

Quarter Ended March 31,

 

 

 

2022

 

 

2021

 

Income taxes paid:

 

 

 

 

 

 

 

 

Domestic

 

$

0.1

 

 

$

0.1

 

Foreign

 

 

0

 

 

 

0.3

 

Total income taxes paid

 

$

0.1

 

 

$

0.4

 

September 30, 2017
  Parent Guarantor Subsidiaries Non-Guarantor Subsidiaries Consolidating Adjustments Consolidated
ASSETS          
Current assets:          
Cash and cash equivalents $
 $70.7
 $3.2
 $
 $73.9
Short-term investments 
 191.4
 
 
 191.4
Receivables:          
Trade receivables, net 
 133.1
 5.1
 
 138.2
Intercompany loans receivable 55.6
 0.1
 0.6
 (56.3) 
Other 
 14.6
 0.8
 
 15.4
Inventories 
 208.5
 8.6
 (4.9) 212.2
Prepaid expenses and other current assets 0.1
 31.0
 0.4
 
 31.5
Total current assets 55.7
 649.4
 18.7
 (61.2) 662.6
Investments in and advances to subsidiaries 1,107.0
 41.9
 
 (1,148.9) 
Property, plant and equipment, net 
 527.6
 30.2
 
 557.8
Long-term intercompany loans receivable 
 
 10.5
 (10.5) 
Deferred tax assets, net 
 113.9
 
 4.8
 118.7
Intangible assets, net 
 25.3
 
 
 25.3
Goodwill 
 18.8
 
 
 18.8
Other assets 
 39.5
 
 
 39.5
Total $1,162.7
 $1,416.4
 $59.4
 $(1,215.8) $1,422.7
LIABILITIES AND STOCKHOLDERS' EQUITY
          
Current liabilities:          
Accounts payable $1.4
 $86.8
 $6.2
 $
 $94.4
Intercompany loans payable 
 56.2
 0.1
 (56.3) 
Accrued salaries, wages and related expenses 
 37.2
 1.8
 
 39.0
Other accrued liabilities 8.3
 41.0
 1.1
 (7.1) 43.3
Total current liabilities 9.7
 221.2
 9.2
 (63.4) 176.7
Net liabilities of Salaried VEBA 
 27.8
 
 
 27.8
Deferred tax liabilities 
 
 3.3
 
 3.3
Long-term intercompany loans payable 
 10.5
 
 (10.5) 
Long-term liabilities 
 59.3
 2.6
 
 61.9
Long-term debt 369.4
 
 
 
 369.4
Total liabilities 379.1
 318.8
 15.1
 (73.9) 639.1
           
Total stockholders' equity 783.6
 1,097.6
 44.3
 (1,141.9) 783.6
Total $1,162.7
 $1,416.4
 $59.4
 $(1,215.8) $1,422.7


32


KAISER ALUMINUM CORPORATION AND SUBSIDIARY COMPANIES
NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS - UNAUDITED

CONDENSED CONSOLIDATING BALANCE SHEET
(In millions of dollars)
December 31, 2016
  Parent Guarantor Subsidiaries Non-Guarantor Subsidiaries Consolidating Adjustments Consolidated
ASSETS          
Current assets:          
Cash and cash equivalents $
 $52.9
 $2.3
 $
 $55.2
Short-term investments 
 231.0
 
 
 231.0
Receivables:          
Trade receivables, net 
 133.1
 4.6
 
 137.7
Intercompany receivables 85.8
 0.1
 0.6
 (86.5) 
Other 
 11.4
 0.5
 
 11.9
Inventories 
 197.5
 8.0
 (3.9) 201.6
Prepaid expenses and other current assets 0.1
 18.0
 0.9
 (0.5) 18.5
Total current assets 85.9
 644.0
 16.9
 (90.9) 655.9
Investments in and advances to subsidiaries 1,012.4
 40.1
 
 (1,052.5) 
Property, plant and equipment, net 
 499.5
 31.4
 
 530.9
Long-term intercompany receivables 80.2
 
 4.9
 (85.1) 
Deferred tax assets, net 
 154.9
 
 4.8
 159.7
Intangible assets, net 
 26.4
 
 
 26.4
Goodwill 
 37.2
 
 
 37.2
Other assets 
 33.4
 
 
 33.4
Total $1,178.5
 $1,435.5
 $53.2
 $(1,223.7) $1,443.5
LIABILITIES AND STOCKHOLDERS' EQUITY
          
Current liabilities:          
Accounts payable $2.2
 $68.9
 $4.7
 $
 $75.8
Intercompany payable 
 86.4
 0.1
 (86.5) 
Accrued salaries, wages and related expenses 
 47.2
 1.9
 
 49.1
Other accrued liabilities 2.9
 52.6
 (0.7) (14.7) 40.1
Total current liabilities 5.1
 255.1
 6.0
 (101.2) 165.0
Net liabilities of Salaried VEBA 
 28.6
 
 
 28.6
Deferred tax liabilities 
 
 3.3
 
 3.3
Long-term intercompany payable 
 85.1
 
 (85.1) 
Long-term liabilities 
 70.5
 2.7
 
 73.2
Long-term debt 368.7
 
 
 
 368.7
Total liabilities 373.8
 439.3
 12.0
 (186.3) 638.8
           
Total stockholders' equity 804.7
 996.2
 41.2
 (1,037.4) 804.7
Total $1,178.5
 $1,435.5
 $53.2
 $(1,223.7) $1,443.5



33


KAISER ALUMINUM CORPORATION AND SUBSIDIARY COMPANIES
NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS - UNAUDITED

CONDENSED CONSOLIDATING STATEMENT OF COMPREHENSIVE INCOME
(In millions of dollars)
Quarter Ended September 30, 2017
  Parent Guarantor Subsidiaries Non-Guarantor Subsidiaries Consolidating Adjustments Consolidated
Net sales $
 $325.9
 $26.3
 $(19.4) $332.8
Costs and expenses:          
Cost of products sold:          
Cost of products sold, excluding depreciation and amortization and other items 
 261.6
 24.0
 (18.4) 267.2
Unrealized gain on derivative instruments 
 (10.8) 
 
 (10.8)
Depreciation and amortization 
 9.7
 0.5
 
 10.2
Selling, general, administrative, research and development:          
Selling, general, administrative, research and development 1.0
 23.5
 0.8
 (0.6) 24.7
Net periodic postretirement benefit cost relating to Salaried VEBA 
 1.2
 
 
 1.2
Loss on removal of Union VEBA net assets 
 0.5
 
 
 0.5
Total selling, general, administrative, research and development 1.0
 25.2
 0.8
 (0.6) 26.4
Total costs and expenses 1.0
 285.7
 25.3
 (19.0) 293.0
Operating (loss) income (1.0) 40.2
 1.0
 (0.4) 39.8
Other (expense) income:          
Interest expense (5.0) (0.4) 
 0.1
 (5.3)
Other income, net 
 1.3
 0.3
 (0.1) 1.5
(Loss) income before income taxes (6.0) 41.1
 1.3
 (0.4) 36.0
Income tax provision 
 (18.0) (0.4) 2.3
 (16.1)
Earnings in equity of subsidiaries 25.9
 0.6
 
 (26.5) 
Net income $19.9
 $23.7
 $0.9
 $(24.6) $19.9
           
Comprehensive income $21.5
 $25.3
 $0.9
 $(26.2) $21.5



34


KAISER ALUMINUM CORPORATION AND SUBSIDIARY COMPANIES
NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS - UNAUDITED

CONDENSED CONSOLIDATING STATEMENT OF COMPREHENSIVE INCOME
(In millions of dollars)
Nine Months Ended September 30, 2017
  Parent Guarantor Subsidiaries Non-Guarantor Subsidiaries Consolidating Adjustments Consolidated
Net sales $
 $1,019.7
 $85.4
 $(60.7) $1,044.4
Costs and expenses:          
Cost of products sold:          
Cost of products sold, excluding depreciation and amortization and other items 
 805.8
 75.0
 (58.1) 822.7
Unrealized gain on derivative instruments 
 (14.0) 
 
 (14.0)
Depreciation and amortization 
 27.7
 1.6
 
 29.3
Selling, general, administrative, research and development:          
Selling, general, administrative, research and development 3.4
 67.2
 5.7
 (1.6) 74.7
Net periodic postretirement benefit cost relating to Salaried VEBA 
 3.4
 
 
 3.4
Gain on removal of Union VEBA net assets 
 (0.8) 
 
 (0.8)
Total selling, general, administrative, research and development 3.4
 69.8
 5.7
 (1.6) 77.3
Goodwill impairment 
 18.4
 
 
 18.4
Total costs and expenses 3.4
 907.7
 82.3
 (59.7) 933.7
Operating (loss) income (3.4) 112.0
 3.1
 (1.0) 110.7
Other (expense) income:          
Interest expense (15.3) (1.2) 
 0.1
 (16.4)
Other income, net 
 2.7
 0.5
 (0.1) 3.1
(Loss) income before income taxes (18.7) 113.5
 3.6
 (1.0) 97.4
Income tax provision 
 (43.0) (0.9) 7.1
 (36.8)
Earnings in equity of subsidiaries 79.3
 1.8
 
 (81.1) 
Net income $60.6
 $72.3
 $2.7
 $(75.0) $60.6
           
Comprehensive income $64.6
 $76.3
 $2.7
 $(79.0) $64.6



35


KAISER ALUMINUM CORPORATION AND SUBSIDIARY COMPANIES
NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS - UNAUDITED

CONDENSED CONSOLIDATING STATEMENT OF COMPREHENSIVE INCOME
(In millions of dollars)
Quarter Ended September 30, 2016
  Parent Guarantor Subsidiaries Non-Guarantor Subsidiaries Consolidating Adjustments Consolidated
Net sales $
 $313.9
 $26.6
 $(19.9) $320.6
Costs and expenses:          
Cost of products sold:          
Cost of products sold, excluding depreciation and amortization and other items 
 250.0
 23.7
 (19.0) 254.7
Unrealized gain on derivative instruments 
 (2.0) 
 
 (2.0)
Depreciation and amortization 
 8.5
 0.5
 
 9.0
Selling, general, administrative, research and development:          
Selling, general, administrative, research and development 0.9
 24.0
 1.3
 (0.6) 25.6
Net periodic postretirement benefit cost relating to Salaried VEBA 
 0.8
 
 
 0.8
Total selling, general, administrative, research and development 0.9
 24.8
 1.3
 (0.6) 26.4
Other operating charges, net 
 2.7
 
 
 2.7
Total costs and expenses 0.9
 284.0
 25.5
 (19.6) 290.8
Operating (loss) income (0.9) 29.9
 1.1
 (0.3) 29.8
Other (expense) income:          
Interest (expense) income (5.7) 0.1
 
 0.1
 (5.5)
Other (expense) income, net (0.1) 0.1
 0.1
 (0.1) 
(Loss) income before income taxes (6.7) 30.1
 1.2
 (0.3) 24.3
Income tax provision 
 (11.6) (0.3) 2.5
 (9.4)
Earnings in equity of subsidiaries 21.6
 0.7
 
 (22.3) 
Net income $14.9
 $19.2
 $0.9
 $(20.1) $14.9
           
Comprehensive income $16.0
 $20.3
 $0.9
 $(21.2) $16.0


36


KAISER ALUMINUM CORPORATION AND SUBSIDIARY COMPANIES
NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS - UNAUDITED

CONDENSED CONSOLIDATING STATEMENT OF COMPREHENSIVE INCOME
(In millions of dollars)
Nine Months Ended September 30, 2016
  Parent Guarantor Subsidiaries Non-Guarantor Subsidiaries Consolidating Adjustments Consolidated
Net sales $
 $976.9
 $80.6
 $(58.8) $998.7
Costs and expenses:          
Cost of products sold:          
Cost of products sold, excluding depreciation and amortization and other items 
 753.1
 70.3
 (56.3) 767.1
Lower of cost or market inventory write-down 
 4.9
 
 
 4.9
Unrealized gain on derivative instruments 
 (16.9) 
 
 (16.9)
Depreciation and amortization 
 25.2
 1.5
 
 26.7
Selling, general, administrative, research and development:          
Selling, general, administrative, research and development 3.3
 71.4
 6.5
 (2.0) 79.2
Net periodic postretirement benefit cost relating to Salaried VEBA 
 2.5
 
 
 2.5
Gain on removal of Union VEBA net assets 
 (0.1) 
 
 (0.1)
Total selling, general, administrative, research and development 3.3
 73.8
 6.5
 (2.0) 81.6
Other operating charges, net 
 2.8
 
 
 2.8
Total costs and expenses 3.3
 842.9
 78.3
 (58.3) 866.2
Operating (loss) income (3.3) 134.0
 2.3
 (0.5) 132.5
Other (expense) income:          
Interest (expense) income (15.9) 1.1
 
 0.1
 (14.7)
Other (expense) income, net (11.1) 0.6
 0.2
 (0.1) (10.4)
(Loss) income before income taxes (30.3) 135.7
 2.5
 (0.5) 107.4
Income tax provision 
 (51.1) (0.7) 11.6
 (40.2)
Earnings in equity of subsidiaries 97.5
 1.3
 
 (98.8) 
Net income $67.2
 $85.9
 $1.8
 $(87.7) $67.2
           
Comprehensive income $70.1
 $88.7
 $1.9
 $(90.6) $70.1




37


KAISER ALUMINUM CORPORATION AND SUBSIDIARY COMPANIES
NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS - UNAUDITED

CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS
(In millions of dollars)
Nine Months Ended September 30, 2017
  Parent Guarantor Subsidiaries Non-Guarantor Subsidiaries Consolidating Adjustments Consolidated
Cash flows from operating activities:          
Net cash (used in) provided by operating activities $(12.8) $137.4
 $6.9
 $
 $131.5
Cash flows from investing activities:          
Capital expenditures 
 (55.7) (0.4) 
 (56.1)
Purchase of available for sale securities 
 (196.0) 
 
 (196.0)
Proceeds from disposition of available for sale securities 
 237.2
 
 
 237.2
Proceeds from disposal of property, plant and equipment 
 0.6
 
 
 0.6
Intercompany loans receivable 110.4
 
 (5.6) (104.8) 
Net cash provided by (used in) investing activities 110.4
 (13.9) (6.0) (104.8) (14.3)
Cash flows from financing activities:          
Repayment of capital lease 
 (0.2) 
 
 (0.2)
Cancellation of shares to cover employees' tax withholdings upon vesting of non-vested shares (4.5) 
 
 
 (4.5)
Repurchase of common stock (66.7) 
 
 
 (66.7)
Cash dividends and dividend equivalents paid (26.4) 
 
 
 (26.4)
Intercompany loans payable 
 (104.8) 
 104.8
 
Net cash used in financing activities (97.6) (105.0) 
 104.8
 (97.8)
Net increase in cash, cash equivalents and restricted cash during the period 
 18.5
 0.9
 
 19.4
Cash, cash equivalents and restricted cash at beginning of period 
 65.1
 2.6
 
 67.7
Cash, cash equivalents and restricted cash at end of period $
 $83.6
 $3.5
 $
 $87.1


38


KAISER ALUMINUM CORPORATION AND SUBSIDIARY COMPANIES
NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS - UNAUDITED

CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS
(In millions of dollars)
Nine Months Ended September 30, 2016
  Parent Guarantor Subsidiaries Non-Guarantor Subsidiaries Consolidating Adjustments Consolidated
Cash flows from operating activities:          
Net cash provided by operating activities $189.7
 $109.3
 $8.4
 $(200.0) $107.4
Cash flows from investing activities:          
Capital expenditures 
 (55.6) (1.8) 
 (57.4)
Purchase of available for sale securities 
 (201.1) 
 
 (201.1)
Proceeds from disposition of available for sale securities 
 30.0
 
 
 30.0
Intercompany loans receivable1
 (205.6) 106.0
 (3.7) 103.3
 
Net cash (used in) provided by in investing activities (205.6) (120.7) (5.5) 103.3
 (228.5)
Cash flows from financing activities:          
Repayment of principal and redemption premium of 8.25% Senior Notes (206.0) 
 
 
 (206.0)
Issuance of 5.875% Senior Notes 375.0
 
 
 
 375.0
Cash paid for debt issuance costs (6.8) 
 
 
 (6.8)
Proceeds from stock option exercises 1.0
 
 
 
 1.0
Repayment of capital lease 
 
 (0.1) 
 (0.1)
Cancellation of shares to cover employees' tax withholdings upon vesting of non-vested shares (2.8) 
 
 
 (2.8)
Repurchase of common stock (13.6) 
 
 
 (13.6)
Cash dividends and dividend equivalents paid (24.4) 
 
 
 (24.4)
Cash dividends paid to Parent 
 (200.0) 
 200.0
 
Intercompany loans payable1
 (106.5) 209.3
 0.5
 (103.3) 
Net cash provided by financing activities 15.9
 9.3

0.4

96.7

122.3
Net (decrease) increase in cash, cash equivalents and restricted cash during the period 
 (2.1) 3.3
 
 1.2
Cash, cash equivalents and restricted cash at beginning of period 
 83.0
 0.7
 
 83.7
Cash, cash equivalents and restricted cash at end of period $
 $80.9
 $4.0
 $
 $84.9
________________
1
As a result of the Parent's additional liquidity associated with the 5.875% Senior Notes (see Note 3), we classify all intercompany receivables and payables as Intercompany loans receivable and Intercompany loans payable, respectively, and therefore categorize changes in these balances within the investing and financing sections, respectively, of the Condensed Consolidating Statement of Cash Flows.
16.

13. Subsequent Events

Dividend Declaration. Declaration. On October 12, 2017,April 14, 2022, we announced that our Board of Directors declared a quarterly cash dividend of $0.50 $0.77per common share. As such, we expect to pay approximately $8.5 $12.5million (including dividend equivalents) on or about November 15, 2017May 13, 2022 to stockholders of record and the holders of certain restricted stock units at the close of business on April 25, 2022.

Revolving Credit Facility Amendment. On April 7, 2022, we entered into the Amendment No. 3 to our Revolving Credit Facility (as amended, the “Amended Credit Agreement”) with Wells Fargo Bank, National Association, the administrative agent, and the other financial institutions party thereto. The Amended Credit Agreement among others: (i) increased the commitment from $375.0 million to $575.0 million (of which up to a maximum of $50 million may be utilized for letters of credit); (ii) extended the maturity date from the earlier of (a) February 15, 2024 (if certain conditions were met) and (b) October 25, 2017.30, 2024 to April 7, 2027; (iii) removed eligible equipment from the borrowing base and as collateral; and (iv) updated relevant benchmark provisions to reference SOFR instead of LIBOR.

The following table summarizes availability and usage of our Revolving Credit Facility as determined by a borrowing base calculated as follows (in millions of dollars):

 

 

Pro Forma as of March 31, 20221

 

 

As of December 31, 2021

 

Revolving Credit Facility borrowing commitment

 

$

575.0

 

 

$

375.0

 

Borrowing base availability

 

$

575.0

 

 

$

375.0

 

Less: Outstanding borrowings under Revolving Credit Facility

 

 

0

 

 

 

0

 

Less: Outstanding letters of credit under Revolving Credit Facility

 

 

(12.5

)

 

 

(7.7

)

Remaining borrowing availability

 

$

562.5

 

 

$

367.3

 

1

Represents borrowing base calculated as if the agreement was in effect at March 31, 2022.



39



Item 2.Management's Discussion and Analysis of Financial Condition and Results of Operations

Forward-Looking Statements

This Item should be read in conjunction with Part I, Item 1. "Financial Statements" of this Quarterly Report on Form 10-Q (this "Report"(“Report”).

This Report contains statements which constitute "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. These statements appear throughout this Report and can be identified by the use of forward-looking terminology such as "believes,""” “expects,""” “may,""” “estimates,""” “will,""” “should,""” “plans" or "anticipates," or the negative of the foregoing or other variations of comparable terminology, or by discussions of strategy. Readers are cautioned that any such forward-lookingforward‑looking statements are not guarantees of future performance and involve significant risks and uncertainties and that actual results may vary from those in the forward-looking statements as a result of various factors. These factors include: (i) the effectiveness of management's strategies and decisions;decisions, including strategic investments, capital spending strategies, processes and countermeasures implemented to address operational and supply chain challenges and the execution of those strategies; (ii) general economic and business conditions, including the impact of the global outbreak of Coronavirus Disease 2019 (“COVID-19”) and governmental and other actions taken in response, cyclicality, reshoring, supply interruptions, including the most recent disruptions resulting from the supply demand imbalances in the magnesium and silicon markets, and other conditions that impact demand drivers in the aerospace,aerospace/high strength, automotive, general engineering, packaging and other end market applicationsmarkets we serve; (iii) our ability to participate in mature and anticipated new automotive programs expected to launch in the future and successfully launch new automotive programs; (iv) changes or shifts in defense spending due to competing national priorities; (v) pricing, market conditions and our ability to effectively execute commercial and labor strategies, pass through cost increases, including the institution of surcharges, and flex costs in response to changing economic conditions and inflation; (vi) developments in technology; (iv)(vii) the impact of our future earnings, cash flows, financial condition, capital requirements and other factors on our financial strength and flexibility; (viii) new or modified statutory or regulatory requirements; and (v) changing prices(ix) the successful integration of acquired operations and market conditions.technologies continue to drive innovative solutions and further advance our capabilities. This Item Part II, Item 1A. "Risk Factors" included in this Report and Part I, Item 1A. "Risk Factors" included in our Annual Report on Form 10-K for the year ended December 31, 20162021 each identify other factors that could cause actual results to vary. No assurance can be given that these are all of the factors that could cause actual results to vary materially from the forward-lookingforward‑looking statements.
Management's

The following discussion and analysis of our financial condition and results of operations ("MD&A") is designed to provide a reader of our financial statements with a narrative from the perspective of our management on our financial condition, results of operations, liquidity and certain other factors that may affect our future results. Our MD&A is presented in the following sections:

Overview;
Highlights of the Quarter Ended September 30, 2017;
Results of Operations;
Liquidity and Capital Resources;
Contractual Obligations, Commercial Commitments and Off-Balance-Sheet Arrangements;
Critical Accounting Estimates and Policies;
New Accounting Pronouncements; and
Available Information.
Our MD&A should be read in conjunction with the consolidated financial statements and related notes included in Part I, Item 1. "Financial Statements"Financial Statements of this Report and theour consolidated financial statements and related notes included in Part II, Item 8. "Financial“Financial Statements and Supplementary Data"Data” of our Annual Report on Form 10-K for the year ended December 31, 2016.
2021.

Non-GAAP Financial Measures

This information contains certain non-GAAP financial measures. A non-GAAP financial measure is defined as a numerical measure of a company’s financial performance that excludes or includes amounts so as to be different than the most directly comparable measure calculated and presented in accordance with generally accepted accounting principles (“GAAP”) in the statements of income, balance sheets or statements of cash flows of the company. We have provided a reconciliation of non‑GAAP financial measures to the most directly comparable financial measure in the accompanying tables. We have also provided discussion of the reasons we believe that presentation of the non-GAAP financial measures provide useful information to investors, as well as any additional ways in which we use the non-GAAP financial measures. The non-GAAP financial measures used in the following discussions are value added revenue (“VAR”), adjusted earnings before interest, taxes, depreciation and amortization (“Adjusted EBITDA”) and ratios related thereto. These measures are presented because management uses this information to monitor and evaluate financial results and trends and believes this information to also be useful for investors.

In the discussion of operating results below, we refer to certain items as non-run-rate“non-run-rate items. For purposes of such discussion, non-run-rate items are items that, while they may recur from period-to-period: (i) are particularly material to results; (ii) affect costs primarily as a result of external market factors; and (iii) may not recur in future periods if the same level of underlying performance were to occur. Non-run-rate items are part of our business and operating environment but are worthy of being highlighted for the benefit of readers of our financial statements. Our intent is to allow users of the financial statements to consider our results both in light of and separately from items such as unrealized mark-to-market gains or losses on derivatives related to fluctuations in underlying metal and energy prices and currency exchange rates, lower of cost or market inventory write-downs, non-cash impairments, the impact of discount rate changes on workers' compensation liabilities, legacy environmental expenses related to predecessor operations and gains or losses related to the voluntary employee beneficiary associations ("VEBAs").items. For a reconciliation of operatingAdjusted EBITDA to Net income, (loss) excluding non-run-rate items to operating income (loss), see "Results“Results of Operations - SegmentSelected Operational and Business UnitFinancial Information" below.

Reconciliations of certain forward-looking non-GAAP financial measures to comparable GAAP measures are not provided because certain items required for such reconciliations are outside of our control and/or cannot be reasonably predicted or provided without unreasonable effort.

Metal Pricing Policies

A fundamental part of our business model is to remain neutral to the impact from fluctuations in the market price for aluminum and certain alloys, thereby earning profit predominately from the conversion of aluminum into semi-fabricated mill products. We refer to this as metal“metal price neutrality. We purchase primary and scrap, or recycled, aluminum, our main raw material, and alloys at prices that fluctuate on a monthly basis, and our pricing policies generally allow us to pass the underlying cost of metal aluminum and alloys


through to our customers so that we remain neutral to metal pricing. ForHowever, for some of our higher value added revenueVAR products sold on a spot basis,



40



however, competitive dynamics may limit the pass throughamount and/or delay the timing of selling price increases to recover our increased aluminum and alloy costs, resulting in a lag up to several months during which we may be exposed to metal price movementsrisk. As a result, we can lag by several months, withexperience an adverse impact when aluminum and alloy prices increase, and a favorable impact to us when metalaluminum and alloy prices decline, as we and an adverse impactour competitors tend to us whendefer adjusting pricing unless market dynamics require such in a declining metal prices increase.cost environment. Additionally, we sometimes enter into firm-price customer sales agreements that specify a firm underlying metal price plus a conversion price. Spot sales with lagged metal price metalaluminum and alloy price pass through and firm-price sales agreements create metal price exposure for us, which we mitigate through a hedging program with an objective to remain metal price neutral.

Our pricing policies and hedging program are intended to significantly reduce or eliminate the impact on our profitability of fluctuations in underlying metal price of primary and scrap, or recycled, aluminum, our main raw material, and alloys so that our earnings are predominantly associated with the conversion of aluminum to semi-fabricatedsemi‑fabricated mill products. To allow users of our financial statements to consider the impact of metalaluminum and alloy cost on our Net sales, we disclose Net sales as well as value added revenue,VAR, which is Net sales less the Hedged Cost of Alloyed Metal. The HedgedAs used in this discussion, “Hedged Cost of Alloyed MetalMetal” is the cost of our metal inputsaluminum at the average Midwest Transaction Price of aluminum ("(“Midwest Price"Price”) plus the cost of alloying elements and any realized gains and/or losses on settled hedges related to the metal sold in the referenced period. The average Midwest Price of aluminum reflects supply and the primary aluminum supply/demand dynamics for primary aluminum in North America. For a reconciliation of value added revenueVAR to Net sales, see "Results“Results of Operations - SegmentSelected Operational and Financial Information” below.

Business Unit Information" below.

Overview

We manufacture and sell semi-fabricated specialty aluminum mill products for the following end market applications: (i) aerospace and high strength ("(“Aero/HS products"products”); (ii) aluminum beverage and food packaging (“Packaging”); (iii) automotive ("(“Automotive Extrusions"Extrusions”); (iv) general engineering ("(“GE products"products”); and (v) other industrial ("(“Other products"products”). Our fabricated aluminum mill products include flat-rolled (plate, sheet and sheet)coil), extruded (rod, bar, hollows and shapes), drawn (rod, bar, pipe, tube and wire) and certain cast aluminum products. The sophistication of our products is due to the metallurgy and physical properties of the metal and the special characteristics that are required for particular end uses. We strategically choose to serve technically challenging applications for which we can deploy our core metallurgical and process technology capabilities to produce highly engineered mill products with differentiated characteristics that present opportunities for us to receive premium pricing and to create long-term profitable growth.

With respect to the global market for flat-rolled aluminum mill products, our focus is on heat treat plate and sheet for applications that require higher strength and other desired product attributes that cannot be achieved by common alloy rolled products. The primary end market applications of flat-rolled heat treat plate and sheet, which are produced at our rolling mill in Spokane, Washington (“Trentwood”), are Aero/HS products (which we sell globally) and GE products (which we predominantly sell within North America). Similarly,On March 31, 2021, with the completion of our acquisition of Alcoa Warrick LLC and certain assets comprising the aluminum casting and rolling mill facility located in Warrick County, Indiana (collectively, “Warrick”), we expanded our flat-rolled aluminum products to include bare and coated aluminum coil for can stock applications in the beverage and food packaging industry in North America. Our Packaging products require demanding attributes and can be further processed to include coating and slitting depending on customer specifications.

In the areas of aluminum extrusions, we focus on demanding Aero/HS products, Automotive Extrusions and GE products that require high strength, machinability or other specific properties where we can create and maintain a defensible competitive position because of our technical expertise, strong production capability and high product quality. We primarily serve North American demand for extruded mill products.

Our rolling mill in Spokane, Washington ("Trentwood") produces heat treat plate and sheet for aerospace and general engineering end market applications. Our 11 extrusion/drawing facilities, 10 of which are in the United States and one of which is in Canada, serve primarily North American demand for aerospace, automotive or general engineering applications. Additionally, we have a facility in Columbia, New Jersey, that focuses on multi-material advanced manufacturing methods and techniques, which include multi-axis computer numerical control (“CNC”) machining, additive manufacturing (“3D Printing”), welding and fabrication for demanding aerospace and defense, automotive, high tech and general industrial applications. Our consolidated Net sales for the ninethree months ended September 30, 2017,March 31, 2022 totaled $1,044.4$948.8 million on 472.7335.4 million pounds shipped from these 12 focusedour facilities. We employed approximately 2,7403,972 people at September 30, 2017.
March 31, 2022.

We have long-standing relationships with our customers, which consist primarily of blue-chip companies including leading aerospace and automotive manufacturers, tier one aerospace and automotive suppliers, food and beverage packaging manufacturers and metal service centers. Approximately 50%As of March 31, 2022, approximately 72% of our shipments ishas been sold direct to the manufacturers or tier one suppliers and approximately 50% is28% has been sold to metal service centers. In our served markets, we seek to be the supplier of choice by pursuing "Best“Best in Class"Class” customer satisfaction driven by quality, availability, service and delivery performance. We strive tobelieve we differentiate our product portfolio through our broad product offering and our KaiserSelect® products, which are engineered and manufactured to deliver enhanced product characteristics with improved consistency, so as to result in better performance, lower waste and, in many cases, lower production cost for our customers.

Overall, the aerospace and defense industries' consumption of fabricated aluminum products is driven by factors that include levels of airframe build rates, the mix of aircraft models being built and defense spending. Unanticipated changes in build rates and mix of aircraft models being built can trigger re-stocking or de-stocking throughout the long aerospace supply chain, temporarily impacting demand for our Aero/HS products. Growth in demand for aerospace plate has exceeded demand growth for other forms of Aero/HS products as aircraft manufacturers have migrated to monolithic component design, where a single



41



piece of aluminum, usually a plate, is heavily machined to form a desired part rather than creating the same part by assembling sub-components made of aluminum sheet, extrusions or forgings that are affixed to one another using rivets, bolts or welds. As more applications convert to monolithic design, we expect aerospace plate demand to continue to grow at a pace higher than our other Aero/HS products.
Demand for Automotive Extrusions is determined based upon automotive build rates in North America, increasing aluminum content by platform and consumer preference. In recent years, automotive original equipment manufacturers ("OEMs") and their suppliers have been converting many automotive components that historically were made of steel to aluminum to decrease weight without sacrificing structural integrity and safety performance and thereby achieve greater fuel efficiency standards mandated by stringent United States' Corporate Average Fuel Economy ("CAFE") regulations. We believe fuel efficiency standards along with consumer preference for larger vehicles will continue to drive growth in demand for aluminum extruded components in passenger vehicles as a replacement for the heavier weight of steel components. Our Automotive Extrusions are designed and produced to provide specific mechanical properties and performance attributes required in automotive applications across a broad mix of North American OEMs and automotive platforms. We believe that these attributes are not easily replicated by our competitors and are important to our customers, who are typically tier one automotive suppliers.
Demand growth and cyclicality for GE products tend to mirror broad economic patterns and industrial activity in North America. Demand is also impacted by the destocking and restocking of inventory throughout the supply chain.

Highlights of the quarter ended September 30, 2017March 31, 2022 include:

Strong demand for GE products and Packaging;

Shipment increase compared to the quarter and nine months ended September 30, 2016 driven by strong demand for GE products and Automotive Extrusions, partially offset by the impact of continued aerospace supply chain destocking and a slower-than-anticipated ramp-up of new equipment and automated controls at Trentwood;

Steadily increasing demand for Aero/HS products;

Compressed sales margins due to competitive pricing pressure;

Flat demand for Automotive Extrusions due to continued shortage of semiconductor chips;

Strong operational performance across our manufacturing platform;

Higher freight costs due to rail and port shipping constraints;

Combined cash and cash equivalents, short-term investments and net borrowing availability under our Revolving Credit Facility of approximately $551.9 million as of September 30, 2017;

Lingering supply chain issues related to metal and magnesium impacted results; and

Cash dividend and dividend equivalents payment of $8.5 million;

Cash dividends and dividend equivalents of $0.77 per share or $12.5 million paid during the quarter ended March 31, 2022.

Repurchase of 18,321 shares of our common stock for $1.7 million at a weighted average price of $95.13.

Results of Operations

Consolidated Results of Operations

Net Sales. Net sales totaled $332.8$948.8 million and $320.6$324.0 million for the quarters ended September 30, 2017March 31, 2022 and September 30, 2016,March 31, 2021, respectively, reflecting a 1%198.5 million pound (145%) increase in Fabricated Products segment shipment volume and a 3%$0.46/lb (19%) increase in average realized sales price per pound. Fabricated Products segmentThe shipment volume increased due primarily to:increase reflected: (i) a 1.9174.7 million pound or 8%,addition in Packaging due to our Warrick acquisition;(ii) a 16.4 million pound (23%) increase in GE products reflecting continued strength in underlying demand, restocking in the service center supply chain and improved pricing; and (iii) a 9.4 million pound (26%) increase in Aero/HS products, reflecting strong demand for defense and business jet applications and a steady recovery in demand for commercial aerospace applications, partially offset by a 3.9 million pound (14%) decrease in Automotive Extrusions driven by significantly higher shipments for bumper programs and (ii) a 1.3 million pound, or 2%, increase in GE products reflecting the continued solid underlying demand for our GE applications, partially offset by a 2.1 million pound, or 4%, decrease in Aero/HS products due to aerospace supply chain destocking and a slower-than-anticipated ramp-upshortage of newly installed equipment and controls at Trentwood.semiconductor chips that has impacted North American production levels. The increase in average realized sales price per pound reflected a $0.13/$0.61/lb or 15%,(54%) increase in average Hedged Cost of Alloyed Metal pricesprice per pound partially offset by a $0.07/$0.15/lb or 5%,(12%) decrease in average value added revenue per pound. The decrease in average value added revenueVAR per pound reflected: (i) competitive price pressure on spot salesdue primarily to the introduction of Aero/HS products and (ii) a leaner value added product mix with less volume of Aero/HS products and more volume of Automotive Extrusions and GElower VAR per pound Packaging products. See the table in "SegmentSelected Operational and Business Unit Information" Financial Information” below for further details.

Net sales totaled $1,044.4 million and $998.7 million for the nine months ended September 30, 2017 and September 30, 2016, respectively, reflecting a 2% increase in Fabricated Products segment shipment volume and a 2% increase in average realized sales price per pound. Fabricated Products segment shipment volume increased due primarily to: (i) a 12.6 million


42



pound, or 7%, increase in GE products reflecting the continued solid underlying demand for our GE applications and (ii) a 5.1 million pound, or 7%, increase in Automotive Extrusions primarily related to significantly higher bumper shipments, partially offset by a 6.4 million pound, or 4%, decrease in Aero/HS products due to: (i) aerospace supply chain destocking and (ii) temporary plate capacity constraints due to the installation of new equipment and controls at Trentwood in the second quarter of 2017 and the slower-than-anticipated ramp-up of newly installed Trentwood equipment and automation in the third quarter of 2017. The increase in average realized sales price per pound reflected a $0.12/lb, or 14%, increase in average Hedged Cost of Alloyed Metal prices per pound, partially offset by a $0.07/lb, or 5%, decrease in average value added revenue per pound. The decrease in average value added revenue per pound reflected competitive price pressure on spot sales of Aero/HS and GE products and, as discussed above, a leaner value added product mix. See the table in "Segment and Business Unit Information" below for further details.
Fluctuation in the Midwest Price for primary aluminum does not necessarily directly impact profitability because: (i) a substantial portion of the business conducted by the Fabricated Products segment passes aluminum price changes directly onto customers and (ii) our hedging activities in support of the Fabricated Products segment's firm-price sales agreements limit our losses, as well as gains, from primary metal price changes.

Cost of Products Sold, Excluding Depreciation and Amortization and Other Items.Cost of products sold, excluding depreciation and amortization and other items for the quarter ended September 30, 2017March 31, 2022 totaled $267.2$865.9 million, or 80%91% of Net sales, compared to $254.7$262.5 million, or 79%81% of Net sales, for the quarter ended September 30, 2016.March 31, 2021. The increase of $12.5$603.4 million was comprisedlargely attributable to the addition of Packaging and reflected a $21.1$426.1 million increase in Hedged Cost of Alloyed Metal partially offset byand a $8.6$177.3 million reductionincrease in net manufacturing conversion and other costs. The reduction in net manufacturing conversion and other costs reflected: (i) a $3.3 million improvement in raw material costs due to favorable scrap pricing and usage; (ii) $1.3 million of lower planned major maintenance expense; and (iii) a $5.1 million decrease in manufacturing, LIFO and other costs, partially offset by a $1.1 million increase in costs related to product mix. Of the $21.1$426.1 million increase in Hedged Cost of Alloyed Metal, $20.1 million was due to higher hedged metal prices and $1.0$220.8 million was due to higher shipment volume, as discussed above in "Net Sales," above.

Cost of products sold, excluding depreciation and amortization and other items for the nine months ended September 30, 2017 totaled $822.7 million, or 79% of Net sales, compared to $767.1 million, or 77% of Net sales, for the nine months ended September 30, 2016. The increase of $55.6$205.3 million was comprised of a $65.1due to higher hedged metal prices. The $177.3 million increase in Hedged Cost of Alloyed Metal, partially offset by a $9.5 million reduction in net manufacturing conversion and other costs. The reduction in net manufacturing conversion and other costs reflected: (i) a $9.3 million improvement in raw material costswas primarily due to favorable scrap pricingthe addition of Packaging and usage; (ii) $1.1 million of lower planned major maintenance expense; and (iii) a $3.4 million decrease in manufacturing, LIFO and other costs, partially offset by a $4.5 millionadditional overhead associated with the related increase in costs related to higher shipment volume and product mix. Of the $65.1 million increase in Hedged Cost of Alloyed Metal, $56.7 million was due to higher hedged metal prices and $8.4 million was due to higher shipment volume, as discussed in "Net Sales" above.well as higher energy, freight, benefit and metal costs driven by inflation, transportation bottlenecks and supply chain inefficiencies. See "SegmentSelected Operational and Business Unit Information" Financial Information” below for a further discussion of the comparative results of operations for the quarters ended March 31, 2022 and nine monthsMarch 31, 2021.

Selling, General, Administrative, Research and Development (SG&A and R&D). SG&A and R&D expense totaled $30.2 million and $31.8 million for the quarters ended September 30, 2017March 31, 2022 and September 30, 2016.

LowerMarch 31, 2021, respectively. The decrease during the quarter ended March 31, 2022 was primarily due to a $8.3 million decrease in consulting costs, partially offset by: (i) a $3.9 million increase in salaries, benefits and incentives and (ii) a $3.1 million increase in costs related to the addition of Warrick operations and related transition service agreements (“TSAs”) with Alcoa Corporation to facilitate the integration.

Restructuring Cost or Market Inventory Write-Down(Benefit).Restructuring cost (benefit) was a benefit of $0.7 million for the quarter March 31, 2021 due to cost estimate revisions. We fulfilled all remaining obligations under this restructuring plan as of December 31, 2021.

Interest Expense. Interest expense represents cash and non-cash interest expense incurred on our unsecured senior notes and our credit agreement with Wells Fargo Bank, National Association, as administrative agent, and the other financial institutions party thereto (“Revolving Credit Facility”), net of capitalized interest. Interest expense was $12.2 million and $12.3 million for the quarters ended March 31, 2022 and March 31, 2021, respectively. See Note 15 of Notes to Interim Consolidated Financial Statements included in this Report for information ona discussion of our inventory lower of cost or market value adjustments.

Selling, General, Administrative, Researchdebt and Development ("SG&A and R&D"). SG&A and R&D expense totaled $24.7 million and $25.6 million forcredit facilities that were in effect during the quarters ended September 30, 2017March 31, 2022 and September 30, 2016, respectively. The decrease was due primarily to a decreaseMarch 31, 2021 and interest expense capitalized as part of construction in short-term incentive compensation expense based on performance factors and modifiers.
SG&A and R&D expense totaled $74.7 million and $79.2 million for the nine months ended September 30, 2017 and September 30, 2016, respectively. The decrease was due primarily to a $3.9 million decrease in short-term incentive compensation expense based on performance factors and modifiers and a decrease in professional fees and services of $0.6 million.
Net Periodic Postretirement Benefit Cost Relating to Salaried VEBA.progress.

Other Expense, Net. See Note 68 of Notes to Interim Consolidated Financial Statements included in this Report for disclosure regarding the Salaried VEBA and net periodic postretirement benefit cost relating thereto.

Goodwill Impairment. details.

Income Tax (Provision) Benefit.See Note 4 of Notes to Interim Consolidated Financial Statements included in this Report for details.



43



Interest Expense. Interest expense represents cash and non-cash interest expense incurred on our 5.875% unsecured senior notes due May 15, 2024 ("5.875% Senior Notes"), our 8.25% unsecured senior notes, which were redeemed on June 1, 2016, and our revolving credit facility, net of capitalized interest. Interest expense was $5.3 million and $5.5 million for the quarters ended September 30, 2017 and September 30, 2016, respectively, net of $0.7 million and $0.6 million of interest expense capitalized as part of construction in progress, respectively.
Interest expense was $16.4 million and $14.7 million for the nine months ended September 30, 2017 and September 30, 2016, respectively, net of $1.9 million and $2.4 million of interest expense capitalized as part of construction in progress, respectively.
Other Income (Expense), Net. See Note 13 of Notes to Interim Consolidated Financial Statements included in this Report for details.
Income Tax Provision. See Note 59 of Notes to Interim Consolidated Financial Statements included in this Report for disclosure regarding our income tax provision.(provision) benefit.


Segment

Selected Operational and Business UnitFinancial Information

The following data should be read in conjunction with our consolidated financial statements and the notes thereto included in Part I, Item 1. "Financial Statements"“Financial Statements” of this Report. See Note 11 of Notes to Interim Consolidated Financial Statements included in this Report for further information regarding segments. Interim results are not necessarily indicative of those for a full year.

Fabricated Products

The table below provides selected operational and financial information for our Fabricated Products segment for each period presented (in millions of dollars):

 

 

Quarter Ended March 31,

 

 

 

2022

 

 

2021

 

Net income

 

$

8.1

 

 

$

4.5

 

Interest expense

 

 

12.2

 

 

 

12.3

 

Other expense, net

 

 

1.6

 

 

 

0.4

 

Income tax provision (benefit)

 

 

3.3

 

 

 

(0.3

)

Depreciation and amortization

 

 

27.5

 

 

 

13.5

 

Non-run-rate items:

 

 

 

 

 

 

 

 

Restructuring cost (benefit)

 

 

 

 

 

(0.7

)

Adjustments to plant-level LIFO1

 

 

2.7

 

 

 

(2.9

)

Mark-to-market gain on derivative instruments2

 

 

(1.0

)

 

 

(0.3

)

Acquisition costs3

 

 

0.6

 

 

 

11.0

 

Total non-run-rate items

 

 

2.3

 

 

 

7.1

 

Adjusted EBITDA

 

$

55.0

 

 

$

37.5

 

 Quarter Ended
September 30,
 Nine Months Ended
September 30,
 2017 2016 2017 2016
Segment operating income$53.7
 $42.1
 $149.9
 $172.1
Impact to segment operating income of non-run-rate items:       
Adjustments to plant-level LIFO1
(2.0) (4.1) (3.9) (2.2)
Mark-to-market gain on derivative instruments10.8
 2.0
 14.0
 16.9
Non-cash lower of cost or market inventory write-down2

 
 
 (4.9)
Workers' compensation cost due to discounting0.1
 (0.1) (0.1) 
Goodwill impairment3

 
 (18.4) 
Asset impairment charges3

 (2.7) 
 (2.8)
Environmental expenses(0.2) 
 (0.2) 
Total non-run-rate items8.7
 (4.9) (8.6) 7.0
Segment operating income excluding non-run-rate items$45.0
 $47.0
 $158.5
 $165.1
_____________________

1

We manage our Fabricated Products segment business on a monthly last-in, first-out ("LIFO"(“LIFO”) basis at each plant, but report inventory externally on an annual LIFO basis in accordance with GAAP on a consolidated basis. This amountline item represents the conversion from GAAP LIFO applied on a consolidated basis for the Fabricated Products segment to monthly LIFO applied on a plant-by-plant basis.

2

The $4.9 million lower

Mark-to-market gain on derivative instruments represented: (i) for 2022 and 2021, the gain on non-designated commodity hedges and (ii) for 2021, the reversal of cost or market inventory write-down during the nine months ended September 30, 2016 was due primarily to a decrease in our net realizable value of inventory (less a normal profit margin).

3
See Note 4 of Notes to Interim Consolidated Financial Statements included in this Report for additional information relatingmark-to-market (gain) loss on commodity hedges entered into prior to the impairmentadoption of goodwillAccounting Standards Update (“ASU”) No. 2017-12, Derivatives and one ofHedging (Topic 815): Targeted Improvements to Accounting for Hedging Activities (“ASU 2017-12”) and settled in the periods presented above. Adjusted EBITDA reflects the realized gains and losses related to these derivatives upon settlement.

3

Acquisition costs are non-run-rate acquisition-related transaction costs, which include professional fees, as well non‑cash hedging charges recorded in connection with our customer relationship intangible assets.Warrick acquisition.



44



As noted above, segment operating income excluding non-run-rate items

Adjusted EBITDA for the quarter ended September 30, 2017March 31, 2022 was $2.0$17.5 million lowerhigher than segment operating income excluding such itemsAdjusted EBITDA for the quarter ended September 30, 2016. LowerMarch 31, 2021. Adjusted EBITDA for the quarter ended March 31, 2022 reflected the addition of Packaging and improvement in Aero/HS products and GE products, partially offset by higher costs, supply chain challenges and operating income excluding non-run-rate items reflected: (i) a $10.2 million unfavorable sales impact due primarily to a leaner product mix and lower sales margins,inefficiencies as discussed above and (ii) $1.3 millionin “Consolidated Results of higher depreciation and amortization expense, partially offset by: (i) a $3.3 million improvement from favorable price spreads for scrap raw material purchases; (ii) $1.3 million of lower planned major maintenance expense; and (iii) a $4.8 million improvement in net manufacturing conversion and other costs.

Segment operating income excluding non-run-rate items for the nine months ended September 30, 2017 was $6.6 million lower than segment operating income excluding such items for the nine months ended September 30, 2016. Lower operating income excluding non-run-rate items reflected: (i) a $23.9 million unfavorable sales impact due primarily to a leaner product mix and lower sales margins, as discussed above and (ii) $2.7 million of higher depreciation and amortization expense, partially offset by: (i) a $9.3 million improvement from favorable price spreads for scrap raw material purchases; (ii) a $7.8 million improvement in net manufacturing conversion and other costs; (iii) $1.1 million of lower planned major maintenance expense; and (iv) a $1.8 million decrease in incentive compensation expense based on performance factors and modifiers.
Operations” above.



45



The following table below provides our Fabricated Products segment shipment and value added revenueVAR information (in millions of dollars, except shipments and value added revenueVAR per pound) by end market applications for each period presented:applications:

 

 

Quarter Ended March 31,

 

 

 

2022

 

 

2021

 

Aero/HS Products:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Shipments (mmlbs)

 

45.5

 

 

36.1

 

 

 

$

 

 

$ / lb

 

 

$

 

 

$ / lb

 

Net sales

 

$

176.6

 

 

$

3.88

 

 

$

111.7

 

 

$

3.09

 

Less: Hedged Cost of Alloyed Metal

 

 

(81.3

)

 

 

(1.79

)

 

 

(40.9

)

 

 

(1.13

)

VAR

 

$

95.3

 

 

$

2.09

 

 

$

70.8

 

 

$

1.96

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Packaging:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Shipments (mmlbs)

 

174.7

 

 

 

 

 

$

 

 

$ / lb

 

 

$

 

 

$ / lb

 

Net sales

 

$

448.0

 

 

$

2.56

 

 

$

 

 

$

 

Less: Hedged Cost of Alloyed Metal

 

 

(301.8

)

 

 

(1.72

)

 

 

 

 

 

 

VAR

 

$

146.2

 

 

$

0.84

 

 

$

 

 

$

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Automotive Extrusions:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Shipments (mmlbs)

 

23.3

 

 

27.2

 

 

 

$

 

 

$ / lb

 

 

$

 

 

$ / lb

 

Net sales

 

$

63.8

 

 

$

2.74

 

 

$

57.6

 

 

$

2.12

 

Less: Hedged Cost of Alloyed Metal

 

 

(40.2

)

 

 

(1.73

)

 

 

(29.9

)

 

 

(1.10

)

VAR

 

$

23.6

 

 

$

1.01

 

 

$

27.7

 

 

$

1.02

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

GE Products:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Shipments (mmlbs)

 

87.6

 

 

71.2

 

 

 

$

 

 

$ / lb

 

 

$

 

 

$ / lb

 

Net sales

 

$

251.2

 

 

$

2.87

 

 

$

150.4

 

 

$

2.11

 

Less: Hedged Cost of Alloyed Metal

 

 

(149.1

)

 

 

(1.70

)

 

 

(78.9

)

 

 

(1.11

)

VAR

 

$

102.1

 

 

$

1.17

 

 

$

71.5

 

 

$

1.00

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Other Products:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Shipments (mmlbs)

 

4.3

 

 

2.4

 

 

 

$

 

 

$ / lb

 

 

$

 

 

$ / lb

 

Net sales

 

$

9.2

 

 

$

2.14

 

 

$

4.3

 

 

$

1.79

 

Less: Hedged Cost of Alloyed Metal

 

 

(6.0

)

 

 

(1.40

)

 

 

(2.6

)

 

 

(1.08

)

VAR

 

$

3.2

 

 

$

0.74

 

 

$

1.7

 

 

$

0.71

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Shipments (mmlbs)

 

335.4

 

 

136.9

 

 

 

$

 

 

$ / lb

 

 

$

 

 

$ / lb

 

Net sales

 

$

948.8

 

 

$

2.83

 

 

$

324.0

 

 

$

2.37

 

Less: Hedged Cost of Alloyed Metal

 

 

(578.4

)

 

 

(1.73

)

 

 

(152.3

)

 

 

(1.12

)

VAR

 

$

370.4

 

 

$

1.10

 

 

$

171.7

 

 

$

1.25

 

 Quarter Ended
September 30,
 Nine Months Ended
September 30,
 2017 2016 2017 2016
Aero/HS Products:               
Shipments (mmlbs)53.4 55.5 172.8 179.2
 $ $ / lb $ $ / lb $ $ / lb $ $ / lb
Net sales$150.2
 $2.81
 $156.1
 $2.81
 $483.2
 $2.80
 $500.7
 $2.79
Less: Hedged Cost of Alloyed Metal(51.8) (0.97) (47.5) (0.85) (162.7) (0.95) (152.7) (0.85)
Value added revenue$98.4
 $1.84
 $108.6
 $1.96
 $320.5
 $1.85
 $348.0
 $1.94
                
Automotive Extrusions:               
Shipments (mmlbs)24.5 22.6 75.9 70.8
 $ $ / lb $ $ / lb $ $ / lb $ $ / lb
Net sales$52.7
 $2.15
 $46.5
 $2.06
 $161.6
 $2.13
 $143.6
 $2.03
Less: Hedged Cost of Alloyed Metal(23.8) (0.97) (18.9) (0.84) (72.9) (0.96) (58.0) (0.82)
Value added revenue$28.9
 $1.18
 $27.6
 $1.22
 $88.7
 $1.17
 $85.6
 $1.21
                
GE Products:               
Shipments (mmlbs)64.1 62.8 203.1 190.5
 $ $ / lb $ $ / lb $ $ / lb $ $ / lb
Net sales$115.9
 $1.81
 $105.6
 $1.68
 $361.1
 $1.78
 $318.3
 $1.67
Less: Hedged Cost of Alloyed Metal(63.3) (0.99) (52.6) (0.84) (195.9) (0.97) (157.9) (0.83)
Value added revenue$52.6
 $0.82
 $53.0
 $0.84
 $165.2
 $0.81
 $160.4
 $0.84
                
Other Products:               
Shipments (mmlbs)7.6 7.4 20.9 22.1
 $ $ / lb $ $ / lb $ $ / lb $ $ / lb
Net sales$14.0
 $1.84
 $12.4
 $1.68
 $38.5
 $1.84
 $36.1
 $1.63
Less: Hedged Cost of Alloyed Metal(7.4) (0.97) (6.2) (0.84) (20.3) (0.97) (18.1) (0.82)
Value added revenue$6.6
 $0.87
 $6.2
 $0.84
 $18.2
 $0.87
 $18.0
 $0.81
                
Total:               
Shipments (mmlbs)149.6 148.3 472.7 462.6
 $ $ / lb $ $ / lb $ $ / lb $ $ / lb
Net sales$332.8
 $2.22
 $320.6
 $2.16
 $1,044.4
 $2.21
 $998.7
 $2.16
Less: Hedged Cost of Alloyed Metal(146.3) (0.97) (125.2) (0.84) (451.8) (0.96) (386.7) (0.84)
Value added revenue$186.5
 $1.25
 $195.4
 $1.32
 $592.6
 $1.25
 $612.0
 $1.32
For the quarter ended September 30, 2017, Net sales of Fabricated Products increased by 4% to $332.8 million, as compared to the quarter ended September 30, 2016, reflecting a 1% increase in Fabricated Products segment shipment volume and a 3% increase in average realized sales price per pound, as discussed in further detail above in "Consolidated Results of Operations."
For the nine months ended September 30, 2017, Net sales of Fabricated Products increased by 5% to $1,044.4 million, as compared to the nine months ended September 30, 2016, reflecting a 2% increase in Fabricated Products segment shipment


46



volume and a 2% increase in average realized sales price per pound, as discussed in further detail above in "Consolidated Results of Operations."

Outlook


While our 2017 outlook for Automotive Extrusions and GE products remains unchanged, we have lowered the outlook for our Aero/HS products due to constraints on throughput during installation and ramp-up of new equipment and automated controls at Trentwood. For Automotive Extrusions, we continue to expect double-digit year-over-year growthnavigate through an inflationary cost environment and manage supply chain challenges, we remain confident in shipmentsthe initiatives we are taking to further improve manufacturing efficiencies and mid-single-digit growth in value added revenue as new product growth is predominantly in lower value added parts.operating performance. As we have previously noted for our Aero/HS products, we anticipate headwinds from lower sales margins and commercial aerospace supply chain destocking will continue throughlook to the remainder of the year. Whileyear, we had previously anticipatedreiterate our Aero/HS products shipments would be comparable to 2016, we now expect our 2017 Aero/HS shipments will be lower than the prior year due to the slower-than-anticipated Trentwood ramp-up.

Longer term, weoutlook and continue to anticipate solid Aero/HS products demand growth driven by militarya year-over-year increase in VAR of 20% to 25% and commercial aircraft applications in both 2018 and 2019,a consolidated EBITDA margin (Adjusted EBITDA as a percentage of VAR) of 17% to 20% for the full year 2022. In line with isolated instances of the supply chain inventory overhang lingering into 2018 to create a modest drag on overall industry demand growth. As demand strengthens and we implement the improved manufacturing practices and capacity expansion at Trentwood,outlook provided for our full year major maintenance spending, we expect increasing benefits from the new equipment and automated controls at Trentwood. Overall, we expect to enter 2018 well positioned to serve industry-wide demand growth across our served markets.
All Other
All Other provides support for our operations and incurs general and administrative expenses that are not allocated to the Fabricated Products segment. All Other is not considered a reportable segment. The table below presents the impact of non-run-rate items to operating loss within the All Other business unit for each period presented (in millions of dollars):
 Quarter Ended
September 30,
 Nine Months Ended
September 30,
 2017 2016 2017 2016
Operating loss$(13.9) $(12.3) $(39.2) $(39.6)
Impact to operating loss of non-run-rate items:       
Net periodic post retirement benefit cost relating to Salaried VEBA(1.2) (0.8) (3.4) (2.5)
(Loss) gain on removal of Union VEBA net assets(0.5) 
 0.8
 0.1
Total non-run-rate items(1.7) (0.8) (2.6) (2.4)
Operating loss excluding non-run-rate items$(12.2) $(11.5) $(36.6) $(37.2)
All Other operating loss excluding non-run-rate itemsmajor maintenance expense for the quarter ended SeptemberJune 30, 2017 was $0.72022 to be approximately $8.0 million to $10.0 million higher for the same period in 2016. The increase was due primarily to an increase in workers' compensation expense and other general and administrative expenses.
All Other operating loss excluding non-run-rate items for the nine months ended September 30, 2017, was $0.6 million lower than the comparable prior period in 2016quarter ended March 31, 2022 due primarily to a decrease in employee incentive compensation expense.
the timing of projects planned at several facilities.



47



Liquidity and Capital Resources

Summary

The following table summarizes our liquidity at the dates presented (in millions of dollars):

 

 

As of March 31, 2022

 

 

As of December 31, 2021

 

Available cash and cash equivalents

 

$

261.0

 

 

$

303.2

 

Borrowing availability under Revolving Credit Facility, net of letters of credit1

 

 

562.5

 

 

 

367.3

 

Total liquidity

 

$

823.5

 

 

$

670.5

 

1

Borrowing availability under the Revolving Credit Facility as determined by a borrowing base calculated as of March 31, 2022 using the terms of our amended Revolving Credit Facility (see “Sources of Liquidity” below for discussion of amendment made to our Revolving Credit Facility on April 7, 2022) and December 31, 2021 using the terms of the Revolving Credit Facility in effect as of that date.

 September 30,
2017
 December 31, 2016
Available cash and cash equivalents$73.9
 $55.2
Short-term investments191.4
 231.0
Net borrowing availability under Revolving Credit Facility after letters of credit286.6
 275.3
Total liquidity$551.9
 $561.5
Cash equivalents consist primarily of money market accounts and investments which, when purchased, have a maturity of 90 days or less.

We place our cash in bank deposits and money market funds with high credit quality financial institutions,institutions. Cash equivalents primarily consist of money market funds, which invest primarilyare highly liquid.

See Note 11 of Notes to Interim Consolidated Financial Statements included in commercial paper and time deposits of prime quality, short-term repurchase agreements and U.S. government agency notes. Short-term investments represent holdings in investment-grade commercial paper with a maturity at the time of purchase of greater than 90 days.

In addition to our unrestricted cash and cash equivalents described above, we hadthis Report for information regarding restricted cash of $13.2 million at September 30, 2017 that was pledged or held as collateral in connection with workers' compensation requirements and certain other agreements. Of this amount, $0.3 million and $12.9 millionMarch 31, 2022.

There were included in Prepaid expenses and other current assets and Other assets, respectively. From time to time, such restricted funds could be returned to us or we could be required to pledge additional cash.

We and certain ofno borrowings under our subsidiaries have a credit agreement with JPMorgan Chase Bank, N.A., as administrative agent, and the other financial institutions party thereto ("Revolving Credit Facility")Facility as of both March 31, 2022 and December 31, 2021 (see Note 35 and Note 13 of Notes to Interim Consolidated Financial Statements included in this Report). There were no borrowings under our Revolving Credit Facility as of September 30, 2017, or as of December 31, 2016.

Cash Flows

The following table summarizes our cash flows from operating, investing and financing activities for each period presented (in millions of dollars):

 

 

Quarter Ended March 31,

 

 

 

2022

 

 

2021

 

Total cash provided by (used in):

 

 

 

 

 

 

 

 

Operating activities

 

$

1.4

 

 

$

(11.4

)

Investing activities

 

$

(28.3

)

 

$

(626.6

)

Financing activities

 

$

(14.9

)

 

$

(14.5

)

 Nine Months Ended September 30,
 2017 2016
Total cash provided by (used in):   
Operating activities:   
Fabricated Products$194.3
 $158.8
All Other(62.8) (51.4)
Total cash provided by operating activities$131.5
 $107.4
Investing activities:   
Fabricated Products$(55.4) $(57.2)
All Other41.1
 (171.3)
Total cash used in investing activities$(14.3) $(228.5)
Financing activities:   
Fabricated Products$(0.2) $(0.1)
All Other(97.6) 122.4
Total cash (used in) provided by financing activities$(97.8) $122.3


48



Operating Activities
Fabricated Products – For the nine months ended September 30, 2017, Fabricated Products segment operating activities provided $194.3 million of cash. Cash provided in the nine months ended September 30, 2017 was primarily related to: (i) $149.9 million of operating income; (ii) depreciation and amortization of $28.9 million; (iii) goodwill impairment of $18.4 million; and (iv) an increase in accounts payable of $21.7 million driven predominantly by the timing of metal purchases.

Cash provided by operating activities was partially offset by:for the quarter ended March 31, 2022 reflected results of business activity described within “Consolidated Results of Operations” above, as well as the following working capital changes: (i) adjustments for other non-cash items of $11.3 million; (ii) an increase in inventory of $10.6 million; and (iii) an increase in trade and other receivables of $0.9 million.

Fabricated Products segment operating activities provided $158.8$97.1 million, the majority of cashwhich was driven by Warrick receivables added during the nine monthsquarter ended September 30, 2016. Cash provided inMarch 31, 2022 and the nine months ended September 30, 2016remainder of which was primarily related to: (i) $172.1 million of operating income; (ii) depreciation and amortization of $26.2 million; (iii) a lower of cost or market inventory write-down of $4.9 million; and (iv) a net decrease in other operating assets and liabilities of $2.0 million. Cash provided by operating activities was partially offset by: (i) an increase in accounts receivable of $26.6 million due primarily to the timing and mix of sales and an increase in metal price; (ii) adjustments for other non-cash itemsan increase in accounts payable of $13.4 million;$92.9 million, the majority of which was driven by Warrick payables added during the quarter ended March 31, 2022 and higher metal cost; and (iii) an increase in inventory of $8.9 million.
For additional information regarding Fabricated Products operating income excluding non-run-rate items, see "Results of Operations – Segment and Business Unit Information" above.
All Other$26.9 million due primarily to higher inventory pounds to satisfy increased demand, as well as a higher per pound inventory cost.

Cash used in operating activities for the quarter ended March 31, 2021 reflected: (i) an increase in accounts payable of $62.8$33.0 million duringdriven predominantly by the nine months ended September 30, 2017 consisted primarilyvolume of payments relating to: (i) general and administrative costs of $24.2 million;metal purchases; (ii) an annual variable cash contribution to the VEBAsincrease in trade and other receivables of $20.0$31.7 million with respect to the 2016 year;driven primarily by improved Net sales; (iii) our short-term incentive programan increase in the amountinventory of $6.7$24.3 million; and (iv) interestan increase in spending of $11.0 million for acquisition costs, primarily comprised of professional fees.

See Statements of Consolidated Cash Flows included in this Report for further details on the 8.25% Senior Notesour cash flows from operating, investing and Revolving Credit Facility of $11.9 million.

Cash used in operating activities of $51.4 million during the nine months ended September 30, 2016 consisted primarily of payments relating to: (i) general and administrative costs of $19.2 million; (ii) an annual variable cash contribution to the VEBAs of $19.5 million with respect to the 2015 year; (iii) our short-term incentive program in the amount of $3.6 million; and (iv) interest on the 5.875% and 8.25% Senior Notes and Revolving Credit Facility of $9.1 million.
Investing Activities
Fabricated Products – Cash used in investingfinancing activities for the Fabricated Products segment during the nine monthsquarters ended September 30, 2017 was $55.4 million, compared to $57.2 million of cash used during the nine months ended September 30, 2016. Cash used during the nine months ended September 30, 2017 primarily consisted of capital expenditures of $55.9 million, partially offset by net proceeds from the disposal of property, plantMarch 31, 2022 and equipment of $0.6 million. Cash used during the nine months ended September 30, 2016 was primarily related to capital expenditures.
All Other – Cash provided by investing activities for All Other was $41.1 million during the nine months ended September 30, 2017 and primarily consisted of proceeds from the disposition of available for sale securities of $237.2 million, partially offset by purchases of available for sale securities of $195.9 million and capital expenditures of $0.2 million. Cash used in investing activities for All Other during the nine months ended September 30, 2016 was $171.3 million and primarily consisted of purchases of available for sale securities of $200.9 million and capital expenditures of $0.4 million, partially offset by proceeds from the disposition of available for sale securities of $30.0 million.
Financing Activities
Fabricated Products – Cash used in financing activities was insignificant during the nine months ended September 30, 2017 and September 30, 2016.
All Other – Cash used in financing activities during the nine months ended September 30, 2017 was $97.6 million, representing: (i) $66.7 million of cash used to repurchase our common stock under our stock repurchase program; (ii) $26.4 million of cash dividends paid to stockholders, including the holders of restricted stock, and in dividend equivalents to the holders of certain restricted stock units and performance shares; and (iii) $4.5 million of cash used to repurchase our common stock to satisfy withholding taxes resulting from the vesting of employee restricted stock, restricted stock units and performance shares.


49



Cash provided by financing activities during the nine months ended September 30, 2016 was $122.4 million, representing $375.0 million in proceeds from the issuance of our 5.875% Senior Notes and $1.0 million in proceeds from the exercise of stock options, partially offset by: (i) $206.0 million for the repayment of the 8.25% Senior Notes; (ii) $24.4 million of cash dividends paid to stockholders, including the holders of restricted stock, and in dividend equivalents to the holders of certain restricted stock units and performance shares; (iii) $13.6 million of cash used to repurchase our common stock under our stock repurchase program; (iv) $6.8 million of debt issuance costs; and (v) $2.8 million of cash used to repurchase our common stock to satisfy withholding taxes resulting from the vesting of employee restricted stock, restricted stock units and performance shares.
March 31, 2021.

Sources of Liquidity

We believe our available cash and cash equivalents, short-term investments, borrowing availability under the Revolving Credit Facility and funds generated from operations are our most significant sources of liquidity.liquidity, and that our Revolving Credit Facility and unsecured notes have covenants that allow us to operate our business with limited restrictions and significant flexibility for the foreseeable future. While we believe these sources will be sufficient to finance our working capital requirements, planned capital expenditures, and


investments, debt service obligations and other cash requirements for at least the next twelve12 months, and while we also believe that alternative sources of liquidity will remain available in the event we seek to add liquidity for opportunistic or other reasons in the future, our ability to fund such cash requirements will depend upon our future operating performance (which will be affected by prevailing economic conditions) and financial, business and other factors, some of which are beyond our control.

The Revolving Credit Facility matures in December 2020 and provides for borrowings up to $300.0 million (subject to borrowing base limitations), of which up to a maximum of $20.0 million may be utilized for letters of credit. The Revolving Credit Facility may, subject to certain conditions and the agreement of lenders thereunder, be increased to $400.0 million.
The table below summarizes recent availability and usage of our Revolving Credit Facility (in millions of dollars except for borrowing rate):
 October 16, 2017 September 30, 2017
Revolving Credit Facility borrowing commitment$300.0
 $300.0
Borrowing base availability$290.9
 $294.4
Less: Outstanding borrowings under Revolving Credit Facility
 
Less: Outstanding letters of credit under Revolving Credit Facility(7.8) (7.8)
Net remaining borrowing availability$283.1
 $286.6
Borrowing rate (if applicable)1
4.50% 4.50%
_______________________
1
Such borrowing rate, if applicable, represents the interest rate for any overnight borrowings under the Revolving Credit Facility.

We do not believe that covenants contained in the Revolving Credit Facility are reasonably likely to limit our ability to raise additional debt or equity should we choose to do so during the next 12 months, nor do we believe it is likely that during the next 12 months we will trigger the availability threshold that would require measuring and maintaining a fixed charge coverage ratio.

On April 7, 2022, we executed Amendment No. 3 of our Revolving Credit Facility to: (i) increase the commitment to $575.0 million; (ii) extend the maturity date; (iii) update our borrowing base; and (iv) update relevant benchmark provisions to reference the Secured Overnight Financing Rate (“SOFR”). See Note 35 and Note 13 of Notes to Interim Consolidated Financial Statements included in this Report for further details. During the quarter ending March 31, 2022 and as of April 18, 2022, there were no borrowings under the Revolving Credit Facility.

See Note 9 of Notes to Consolidated Financial Statements included in our Annual Report on Form 10-K for the year ended December 31, 20162021 for information regardinga description of our Revolving Credit Facility.

Debt

We engage in certain customer-based supply chain financing programs to accelerate the receipt of payment for outstanding accounts receivable from certain customers. Costs of these programs are typically reimbursed to us by the customer. Receivables transferred under these customer-based supply chain financing programs generally meet the requirements to be accounted for as sales resulting in the derecognition of such receivables from our consolidated balance sheets. Receivables involved with these customer‑based supply chain finance programs for the quarter ended March 31, 2022 constituted approximately 43% of our net sales. See "Contractual Obligations, Commercial Commitments and Off-Balance Sheet Arrangements – Contractual Obligations and Commercial Commitments"Note 1 of Notes to Interim Consolidated Financial Statements included in this Report for further details with respect to these supply chain financing programs.

Debt

See Note 9 of Notes to Consolidated Financial Statements included in Part II, Item 7. "Management's Discussion8. “Financial Statements and Analysis of Financial Condition and Results of Operations"Supplementary Data” in our Annual Report on Form 10-K for the year ended December 31, 20162021 for mandatory principal and cash interest payments on the outstanding borrowings.

We do not believe that covenants in the indentureindentures governing the 5.875%4.50% Senior Notes due 2031 (“4.50% Senior Notes”) and 4.625% Senior Notes due 2028 (“4.625% Senior Notes”) are reasonably likely to limit our ability to obtain additional debt or equity financing should we choose to do so during the next 12 months.



50



Capital Expenditures and Investments

In anticipation of

We strive to strengthen our competitive position across our end markets through strategic capital investment. Significant investments over the past decade have positioned us well with increased capacity and expanded manufacturing capabilities while more recent capital projects have focused on further enhancing manufacturing cost efficiency, improving product quality and promoting operational security, which we believe are critical to maintaining and strengthening our position in an increasingly competitive market environment, we strategically allocateenvironment. A significant portion of our capital spending on projectsover the past several years related to maintain and improvethe modernization project at our competitive position. Objectives are to target significant improvement in our manufacturing cost efficiency and product quality. Capacity expansion typically is an additional benefit of most projectsTrentwood facility, which focused on cost and quality.

The most significant strategic capital project in 2017 is our Trentwood efficiency and modernization initiative, a multi-year, $150.0 million capital investment initiative thatequipment upgrades equipment throughout the Trentwood process flow to reduce conversion costs, increase efficiency and further improve our competitive cost position on all of Trentwood's products. Aproducts produced at our Trentwood facility. In addition, a significant portion of thisthe investment will focusalso focused on modernizing our legacy equipment and the process flow for thin gauge plate to achieve KaiserSelect® quality enhancements for boththese Aero/HS and GE products. Besides efficiency and qualityThese improvements upgrades completed during 2017 will also position Trentwood with additionalhave allowed us to gain incremental manufacturing capacity to address anticipatedenable future sales growth.

Our capital investment plans remain focused on supporting demand growth through capacity expansion, sustaining our operations, enhancing product quality and increasing operating efficiencies. We anticipate total capital spending in 2018 and beyond. The Trentwood efficiency and modernization initiative was announced in December 2015 and as2022 of September 30, 2017 approximately half$180.0 million to $200.0 million, of the $150.0 million had been spent.

Total capital expenditures were $56.1 million and $57.4 million for the nine months ended September 30, 2017 and September 30, 2016, respectively. For the full yearwhich approximately 60% of 2017, we anticipate capitaltotal spending will be focused on growth initiatives, primarily reflecting investment in the new roll coat line at Warrick and modest spending related to the Trentwood facility expansion project. In addition, we have prepared for a multiple week outage early in the third quarter 2022 to refurbish the large plate stretcher at our Trentwood facility. The investment of approximately $80.0 million. $30.0 million is a highly efficient use of capital that will allow us to defer the $145.0 million purchase for a new stretcher planned prior to the COVID-19 pandemic. We will continue to deploy capital thoughtfully to ensure that investment decisions align with demand expectations in order to maximize the earnings potential of the business and maintain financial strength and flexibility.


Capital investmentinvestments will be funded using cash generated from operations, available cash and cash equivalents, short-term investments, borrowings under the Revolving Credit Facility and/or other third-party financing arrangements. The level of anticipated capital expenditures may be adjusted from time to time depending on our business plans, our price outlook for fabricated aluminum products, our ability to maintain adequate liquidity and other factors. No assurance can be provided as to the timing of any such expenditures or the operational benefits expected therefrom.

Dividends

See Note 10 and Note 16 of Notes to Interim Consolidated Financial Statements included in this Report for information regarding dividends paid during the nine months ended September 30, 2017 and September 30, 2016, and declared subsequent to September 30, 2017.

We have consistently paid a quarterly cash dividend since the second quarter of 2007 to holders of our common stock, including holders of restricted stock, and have increased the dividend in each year since 2011. Nevertheless, as in the past, the future declaration and payment of dividends, if any, will be at the discretion of our Board of Directors and will depend on a number of factors, including our financial and operating results, financial position and anticipated cash requirements and contractual restrictions under our revolving credit facility,Revolving Credit Facility, the indenture for our 5.875%4.50% Senior Notes and 4.625% Senior Notes or other indebtedness we may incur in the future. We can give no assurance that dividends will be declared and paid in the future. See Note 39 of Notes to Consolidated Financial Statements included in our Annual Report on Form 10-K for the year ended December 31, 20162021 for additional information about restrictions on dividend payments contained in the Revolving Credit Facility and in the indenture for our 5.875% Senior Notes.

unsecured senior notes.

We also pay quarterly dividend equivalents to the holders of certain restricted stock units and performance shares.units. Holders of performance shares granted beginning in 2014 are not paid a quarterly dividend equivalent, but instead are entitled to receive, in connection with the issuance of underlying shares of common stock for performance shares that ultimately vest, a one-time payment equal to the dividends such holder would have received if the number of such shares of common stock so issued had been held of record by such holder from the date of grant of such performance shares through the date of such issuance.

Repurchases

See our Statements of Common Stock

SeeConsolidated Stockholders’ Equity and Note 1013 of Notes to Interim Consolidated Financial Statements included in this Report for information regarding dividends paid during the quarters ended March 31, 2022 and March 31, 2021, and declared subsequent to March 31, 2022.

Repurchases of Common Stock

We suspended share repurchases as of March 18, 2020. We will continue to assess share repurchases as a part of our capital allocation priorities and strategic investment opportunities identified to support further growth in our business.

See our Statements of Consolidated Stockholders’ Equity included in this Report for information regarding: (i) repurchases of common stock made during the nine monthsquarters ended September 30, 2017March 31, 2022 and September 30, 2016 andMarch 31, 2021; (ii) the amountsamount authorized and available for future repurchases of common stock under our stock repurchase program.

See Note 7 of Notes to Interim Consolidated Financial Statements included in this Report for information regardingprogram; and (iii) minimum statutory tax withholding obligations arising during the nine monthsquarters ended September 30, 2017March 31, 2022 and September 30, 2016March 31, 2021 in connection with the vesting of non-vested shares, restricted stock units and performance shares.


51



Restrictions Related to Equity Capital
We have significant federal income tax attributes, including sizable net operating loss carryforwards. Under Section 382(l)(5) ("Section 382") of the Internal Revenue Code of 1986 ("Code"), our ability to use our federal income tax attributes following a more than 50% change in ownership during any period of 36 consecutive months, all as determined under the Code (an "ownership change") would be limited annually to an amount equal to the product of: (i) the aggregate value of our outstanding common shares immediately prior to the ownership change and (ii) the applicable federal long-term tax exempt rate in effect on the date of the ownership change.
To preserve our ability to fully use our net operating loss carryforwards and other significant tax attributes: (i) our amended certificate of incorporation maintains restrictions on transfers of our stock by any person who owns, or would become an owner of, 4.99% or more of our stock as determined under Section 382 and (ii) we have adopted a tax asset protection rights plan ("Tax Asset Rights Plan") designed to deter transfers of our common stock that could result in an ownership change pursuant to Section 382.

Environmental Commitments and Contingencies

See Note 86 of Notes to Interim Consolidated Financial Statements included in this Report for information regarding our environmental commitments and contingencies.

Contractual Obligations, Commercial Commitments and Off-Balance Sheet Arrangements

During the nine monthsquarter ended September 30, 2017,March 31, 2022, we granted additional stock-based awards to executive officers and certain members of management and our non-employee directorskey employees under our equity incentive plans (seeplan. Additional awards are expected to be made in future years.

Future commitment fees on our Revolving Credit Facility are calculated based on 0.250% of the unused credit under the facility. Future commitment fees are expected to increase beginning in the quarter ended June 30, 2022 due to the incremental $200.0 million of borrowing capacity associated with our April 7, 2022 Amendment No. 3 of the Revolving Credit Facility. See Note 75 and Note 13 of Notes to Interim Consolidated Financial Statements included in this Report). Additional awards are expected to be made in future years.

Report.

Except as otherwise disclosed herein,in this Report, there has been no material change in our contractual obligations, commercial commitments or off-balance sheet arrangements other than in the ordinary course of business since December 31, 2016.2021.


Critical Accounting Estimates and Policies

Our consolidated financial statements are prepared in accordance with GAAP. In connection with the preparation of our financial statements, we are required to make assumptions and estimates about future events and apply judgments that affect the reported amounts of assets, liabilities, revenue and expenses and the related disclosures. We base our assumptions, estimates and judgments on historical experience, current trends and other factors that management believes to be relevant at the time our consolidated financial statements are prepared. On a regular basis, management reviews the accounting policies, assumptions, estimates and judgments to ensure that our financial statements are presented fairly and in accordance with GAAP. However, because future events and their effects cannot be determined with certainty, actual results could differ from our assumptions and estimates and such differences could be material.

Our significant accounting policies are discussed in Note 1 of Notes to Consolidated Financial Statements included in our Annual Report on Form 10-K for the year ended December 31, 2016 and Note 1 of Notes to Interim Consolidated Financial Statements included in this Report.2021. We discuss our critical accounting estimates in Part II, Item 7. "Management's“Management’s Discussion and Analysis of Financial Condition and Results of Operations"Operations” of our Annual Report on Form 10-K10‑K for the year ended December 31, 2016.

In January 2017, we prospectively adopted Accounting Standards Update ("ASU") No. 2017-04, Intangibles - Goodwill and Other(Topic 350): Simplifying the Test for Goodwill Impairment, which eliminates the second step of the two-step goodwill impairment test that required companies to determine the fair value of individual assets and liabilities of a reporting unit to measure a goodwill impairment. Furthermore, see Note 1 and Note 4 of Notes to Interim Consolidated Financial Statements included in this Report for a discussion of the carrying values of the goodwill and intangible asset related to our Chandler, Arizona (Extrusion) and Florence, Alabama (Drawing) facilities. 2021.

There have been no other material changes in our critical accounting estimates and policies since December 31, 2016.



52



2021.

New Accounting Pronouncements

For a discussion of recently adopted and recently issued but not yet adopted accounting pronouncements, see "Adoption of New Accounting Pronouncements" in Note 1 of Notes to Interim Consolidated Financial Statements included in this Report.

Available Information

Our website is located at www.kaiseraluminum.com. The website includes a section for investor relations under which we provide notifications of news or announcements regarding our financial performance, including Securities and Exchange Commission ("SEC"(“SEC”) filings, investor events and press and earnings releases. In addition, all Kaiser Aluminum Corporation filings submitted to the SEC, including our Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and Proxy Statements for our annual meeting of stockholders, as well as other Kaiser Aluminum Corporation reports and statements, are available on the SEC'sSEC’s web site at www.sec.gov. Such filings are also available for download free of charge on our website. In addition, we provide and archive on our website webcasts of our quarterly earnings calls and certain events in which management participates or hosts with members of the investment community and related investor presentations. The contents of the website are not intended to be incorporated by reference into this Report or any other report or document filed by us, and any reference to the websites are intended to be inactive textual references only.

Item 3.Quantitative and Qualitative Disclosures About Market Risk

The following quantitative and qualitative disclosures about market risk should be read in conjunction with Note 4 and Note 7 of Notes to Interim Consolidated Financial Statements included in this Report. Our operating results are sensitive to changes in the prices of primary aluminum, certain alloying metals, natural gas, electricity and electricity,foreign currency, and also depend to a significant degree upon the volume and mix of all products sold. As discussed more fully in Note 9 of Notessold to Interim Consolidated Financial Statements included in this Report, wecustomers. We have historically utilized hedging transactions to lock in a specified price or range of prices for certain products which we sell or consume in our production process, and to mitigate our exposure to changes in energy prices.

Aluminum

See Note 9 of Notes to Interim Consolidated Financial Statements included in this Report for a discussion of our pricing of fabricated aluminum, firm-price arrangements and third-party hedging instruments.

During the nine monthsquarters ended September 30, 2017March 31, 2022 and September 30, 2016,March 31, 2021, settlements of derivative contracts covering 136.761.3 million pounds and 163.620.3 million pounds, respectively, hedged Fabricated Products shipments sold on pricing terms that created metalaluminum price risk for us. At September 30, 2017,March 31, 2022, we had derivative contracts with respect to approximately 47.1 million pounds, 76.4 million pounds, 24.799.5 million pounds and 1.06.8 million pounds to hedge sales to be made in the remainder of 2017, 2018, 2019,2022 and each of 2020 and 2021,2023, respectively, on pricing terms that create metalaluminum price risk for us.

Based on the aluminum derivative positions held by us to hedge firm-price customer sales agreements, we estimate that a $0.10 per pound decrease in the LMELondon Metal Exchange (“LME”) market price of aluminum as of September 30, 2017March 31, 2022 and December 31, 2016,2021, with all other variables held constant, would have resulted in an unrealized mark-to-market loss of $15.0$10.6 million and $14.8$8.0 million, respectively, with corresponding changes to the net fair value of our aluminum derivative positions. Additionally, we estimate that a $0.01$0.05 per pound decrease in the Midwest premium for aluminum as of March 31, 2022 and December 31, 2021, with all other variables held constant, would have resulted in an unrealized mark-to-market loss of $1.5$4.6 million asand $4.0 million, respectively, with corresponding changes to the net fair value of both September 30, 2017 and December 31, 2016.our aluminum derivative positions.


Alloying Metals

We are exposed to the risk of fluctuating prices of certain alloying metals, especially copper, zinc and zinc,magnesium, to the extent that changes in their prices do not highly correlate with price changes for aluminum. Copper, zinc, magnesium and certain other metals are used in our remelt operations to cast rolling ingot and extrusion billet with the proper chemistry for our products. From time to time, we enter into forward contract swaps and/or physical delivery commitments with third parties to mitigate our risk from fluctuations in the prices of alloying metals, including copper and zinc.these alloys. As of September 30, 2017,March 31, 2022, we had forward swap contracts with settlement dates designed to align with the timing of scheduled purchases of zinc and copper ("Alloy Hedges") by our manufacturing facilities. Our Alloy Hedges are designated and qualify as cash flow hedges. See Note 9 of Notes to Interim Consolidated Financial Statements included in this Report for additional information relating to these Alloy Hedges. We estimate that a $0.10 per pound decrease in the LME market price of zinc as of September 30, 2017March 31, 2022 and December 31, 2016,2021, with all other variables held constant, would have resulted in an unrealized mark-to mark‑to‑market loss of $0.3 million and $0.4 million, respectively.respectively, with corresponding changes to the net fair value of our zinc-related derivative positions. We estimate that a $0.10 per pound decrease in the Commodity Exchange ("COMEX")COMEX market price of copper, as of September 30, 2017, with all other variables



53



held constant, would have resulted in an unrealized mark-to marketmark-to-market loss of $0.2 million in both periods as of March 31, 2022 and December 31, 2021, respectively, with corresponding changes to the net fair value of our Alloy Hedges.
copper-related derivative positions.

Energy

We are exposed to risk of fluctuating prices for natural gas and electricity. We, from time to time, in the ordinary course of business, enter into hedging transactions and/or physical delivery commitments with firm prices with third parties to mitigate our risk from fluctuations in natural gas and electricity prices.

As of September 30, 2017, we had derivative and/or physical delivery commitments with energy companies in place to cover our exposure to fluctuations in natural gas prices for approximately 72% of the expected natural gas purchases for the remainder of 2017, 71% of the expected natural gas purchases for both 2018 and 2019 and 39% of the expected natural gas purchases for 2020.

We estimate that a $1.00 per mmbtu decrease in natural gas prices would have resulted in an unrealized mark-to-market loss of $3.7$4.7 million and $5.0$5.2 million on September 30, 2017as of March 31, 2022 and December 31, 2016,2021, respectively, with corresponding changes to the net fair value of our natural gas derivative positions.

Additionally, We estimate that a $5.00 per Mwh decrease in electricity prices as of September 30, 2017, we had physical delivery commitments at firm prices covering approximately 54%March 31, 2022 and December 31, 2021 would have resulted in an unrealized mark‑to‑market loss of $0.8 million and $1.1 million, respectively, with corresponding changes to the net fair value of our expected electricity purchases forderivative positions.

Foreign Currency

As of March 31, 2022, we hedged certain lease transactions denominated in euros using forward swap contracts with settlement dates through March 2023. We estimate that a 10% decrease in the remainderMarch 31, 2022 exchange rate of 2017, 55%euros to U.S. dollars would have resulted in an immaterial unrealized mark-to-market loss with corresponding changes to the net fair value of the expected electricity purchases for both 2018 and 2019 and 18% of the expected electricity purchases for 2020.

our foreign currency derivative positions.

Item 4.Controls and Procedures

Evaluation of Disclosure Controls and Procedures. We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in our reports under the Securities Exchange Act of 1934 is processed, recorded, summarized and reported within the time periods specified in the SEC'sSEC’s rules and forms and that such information is accumulated and communicated to management, including the principal executive officer and principal financial officer, to allow for timely decisions regarding required disclosure. In designing and evaluating the disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives, and management is required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures. An evaluation of the effectiveness of the design and operation of our disclosure controls and procedures was performed as of the end of the period covered by this Report under the supervision of and with the participation of our management, including the principal executive officer and principal financial officer. Based on that evaluation, our principal executive officer and principal financial officer concluded that our disclosure controls and procedures were effective as of September 30, 2017March 31, 2022 at the reasonable assurance level.

Changes in Internal Control Over Financial Reporting. We had no changes in our internal control over financial reporting during the nine monthsquarter ended September 30, 2017March 31, 2022 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

We are not required to include an assessment of the internal control over financial reporting of an entity acquired during the reporting period in our evaluation of internal control over financial reporting for Kaiser Aluminum Corporation. We are in the process of incorporating Warrick’s operations into our internal control over financial reporting and intend to complete this for inclusion in our annual report on internal control over financial reporting as of December 31, 2022.



54



PART II – OTHER INFORMATION

Reference is made to Part I, Item 3. "Legal Proceedings"“Legal Proceedings” included in our Annual Report on Form 10-K for the year ended December 31, 20162021 for information concerning material legal proceedings with respect to the Company. There have been no material developments since December 31, 2016.

2021.

Item 1A.Risk Factors

Reference is made to Part I, Item 1A. "Risk Factors"“Risk Factors” included in our Annual Report on Form 10-K for the year ended December 31, 20162021 for information concerning risk factors. There have been no material changes in risk factors since December 31, 2016.

2021.

Item 2.Unregistered Sales of Equity Securities and Use of Proceeds

The following table provides information regarding our repurchases of our common shares during the quarter ended September 30, 2017:March 31, 2022:

 

 

Equity Incentive Plan

 

 

Stock Repurchase Plan

 

 

 

Total

Number

of Shares

Purchased1

 

 

Average

Price

per Share

 

 

Total

Number

of Shares

Purchased2

 

 

Average

Price

per Share

 

 

Maximum

Dollar Value

of Shares

that May

Yet Be

Purchased

Under the

Programs

(millions)2

 

January 1, 2022 - January 31, 2022

 

 

 

 

$

 

 

 

 

 

$

 

 

$

93.1

 

February 1, 2022 - February 28, 2022

 

 

 

 

 

 

 

 

 

 

 

 

 

 

93.1

 

March 1, 2022 - March 31, 2022

 

 

19,643

 

 

 

95.13

 

 

 

 

 

 

 

 

 

93.1

 

Total

 

 

19,643

 

 

$

95.13

 

 

 

 

 

$

 

 

n/a

 

  Amended and Restated 2016 Equity and Performance Incentive Plan Stock Repurchase Plan
  
Total Number of Shares Purchased1
 Average Price per Share 
Total Number of Shares Purchased2
 Average Price per Share 
Maximum Dollar Value of Shares that May Yet Be Purchased Under the Programs (millions)2
July 1, 2017 - July 31, 2017 
 $
 7,571
 $91.57
 $124.5
August 1, 2017 - August 31, 2017 
 
 5,750
 96.12
 $123.9
September 1, 2017 - September 30, 2017 
 
 5,000
 99.40
 $123.4
Total 
 $
 18,321
 $95.13
 N/A
__________________________

1

Under our equity incentive plans,plan, participants may elect to have us withhold common shares to satisfy minimum statutory tax withholding obligations arising from the recognition of income and the vesting of restricted stock, restricted stock units and performance shares. When we withhold these shares, we are required to remit to the appropriate taxing authorities the market price of the shares withheld by us on the date of withholding. The withholding of common shares by us could be deemed a purchase of such common shares. All such shares withheld by us were canceled on the applicable vesting dates or dates on which income to the employees was recognized, and the number of shares withheld was determined based on the closing price per common share as reported on the Nasdaq Global Select Market on such dates.

2

Of the $123.4 million available for further share repurchases as of

In September 30, 2017, $23.4 million is part of the $100.0 million authorized in April 2015 and $100.0 million was authorized in April 2017. Repurchase transactions will occur at such times and prices as management deems appropriate and will be funded with our excess liquidity after giving consideration to internal and external growth opportunities and future cash flows. Repurchases may be in open-market transactions or in privately negotiated transactions, and the program may be modified or terminated by2018, our Board of Directors at any time.authorized an additional $100.0 million for us to repurchase shares of our common stock. At March 31, 2022, $93.1 million remained available to repurchase our common shares pursuant to the stock repurchase program. The September 2018 authorization does not have an expiration date.

See Note 39 of Notes to Consolidated Financial Statements included in our Annual Report on Form 10-K for the year ended December 31, 20162021 for additional information about restrictions on dividend payments contained in our credit agreement with Wells Fargo Bank, National Association, as administrative agent, and the other financial institutions party thereto (“Revolving Credit FacilityFacility”) and in the indenture for our 5.875% Senior Notes.

unsecured senior notes.

Item 3.Defaults Upon Senior Securities

None.



55



Item 4. Mine Safety Disclosures

Not applicable.

Item 5.Other Information

None.


None.

Item 6.Exhibits

Exhibit

 

 

 

Provided

 

Incorporated by Reference

No.

 

Exhibit Description

 

Herewith

 

Form

 

File Number

 

Exhibit

 

Filing Date

10.1

 

2022 Short-Term Incentive Plan

 

 

 

8-K

 

001-09447

 

10.1

 

March 10, 2022

 

 

 

 

 

 

 

 

 

 

 

 

 

10.2

 

2022-2024 Long-Term Incentive Plan

 

 

 

8-K

 

001-09447

 

10.2

 

March 10, 2022

 

 

 

 

 

 

 

 

 

 

 

 

 

31.1

 

Certification of Keith A. Harvey pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

 

X

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

31.2

 

Certification of Neal E. West pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

 

X

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

32.1

 

Certification of Keith A. Harvey pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

 

X

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

32.2

 

Certification of Neal E. West pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

 

X

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

101.INS

 

Inline XBRL Instance Document – the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

101.SCH

 

Inline XBRL Taxonomy Extension Schema

 

X

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

101.CAL

 

Inline XBRL Taxonomy Extension Calculation

 

X

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

101.DEF

 

Inline XBRL Taxonomy Extension Definition

 

X

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

101.LAB

 

Inline XBRL Taxonomy Extension Label

 

X

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

101.PRE

 

Inline XBRL Taxonomy Extension Presentation

 

X

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

104

 

Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

 

X

 

 

 

 

 

 

 

 

*Filed herewith.



56



SIGNATURES

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

KAISER ALUMINUM CORPORATION

/s/ Daniel J. Rinkenberger

Daniel J. Rinkenberger 

/s/ Neal E. West

Neal E. West

Executive Vice President and Chief Financial Officer

(Principal Financial Officer)

/s/ Neal WestJennifer Huey

Neal West 

Jennifer Huey

Vice President and Chief Accounting Officer

(Principal Accounting Officer)

Date: October 27, 2017



57
April 22, 2022

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