Guarantor and Non-Guarantor Financial Statements | Condensed Guarantor and Non-Guarantor Financial Information We issued $225.0 million aggregate principal amount of our Senior Notes pursuant to an indenture dated May 23, 2012 ("Indenture"), among Kaiser Aluminum Corporation ("Parent"), the subsidiary guarantors party thereto ("Guarantor Subsidiaries") and Wells Fargo Bank, National Association, as trustee ("Trustee"). The Guarantor Subsidiaries currently include Kaiser Aluminum Investments Company, Kaiser Aluminum Fabricated Products, LLC, Kaiser Aluminum Mill Products, Inc., Kaiser Aluminum Washington, LLC and Kaiser Aluminum Alexco, LLC, all of which 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 June 30, 2015 and December 31, 2014 , and for the quarter and six months ended June 30, 2015 and June 30, 2014 present (i) the financial position, results of operation and cash flows for each of (a) the Parent, (b) the Guarantor Subsidiaries on a combined basis and (c) the Non-Guarantor Subsidiaries (as defined below) on a combined basis; (ii) the adjustments necessary to eliminate investments in subsidiaries and intercompany balances and transactions among Parent, the Guarantor Subsidiaries and the Non-Guarantor Subsidiaries; and (iii) the resulting totals, reflecting our information on a consolidated basis, as reported. In the following tables, "Non-Guarantor Subsidiaries" refers to Kaiser Aluminum Canada Limited, Trochus Insurance Company, DCO Management, LLC, Kaiser Aluminum France, S.A.S. and Kaiser Aluminum Beijing Trading Company; and "Consolidating Adjustments" represent the adjustments necessary to eliminate the investments in our subsidiaries and other intercompany sales and cost of sales transactions. The condensed consolidating financial information should be read in conjunction with the consolidated financial statements herein. CONDENSED CONSOLIDATING BALANCE SHEET (In millions of dollars) June 30, 2015 Parent Guarantor Subsidiaries Non-Guarantor Subsidiaries Consolidating Adjustments Consolidated ASSETS Current assets: Cash and cash equivalents $ — $ 49.8 $ 4.5 $ — $ 54.3 Short-term investments — 30.0 — — 30.0 Receivables: Trade receivables — net — 134.7 3.9 — 138.6 Intercompany receivables 29.2 78.7 1.8 (109.7 ) — Other — 2.6 3.3 — 5.9 Inventories — 212.8 6.1 (1.6 ) 217.3 Prepaid expenses and other current assets 0.2 99.8 0.4 — 100.4 Total current assets 29.4 608.4 20.0 (111.3 ) 546.5 Investments in and advances to subsidiaries 1,026.8 33.6 — (1,060.4 ) — Property, plant and equipment — net — 439.5 25.0 — 464.5 Long-term intercompany receivables — — 10.2 (10.2 ) — Deferred tax assets — net — 141.6 — 7.1 148.7 Intangible assets — net — 31.3 — — 31.3 Goodwill — 37.2 — — 37.2 Other assets 4.0 19.0 0.1 — 23.1 Total $ 1,060.2 $ 1,310.6 $ 55.3 $ (1,174.8 ) $ 1,251.3 LIABILITIES AND STOCKHOLDERS’ EQUITY Current liabilities: Accounts payable $ 0.6 $ 67.5 $ 9.3 $ — $ 77.4 Intercompany payable 74.3 39.5 3.7 (117.5 ) — Accrued salaries, wages and related expenses — 31.5 2.9 — 34.4 Other accrued liabilities 1.5 50.1 — — 51.6 Short-term capital lease — 0.1 — — 0.1 Total current liabilities 76.4 188.7 15.9 (117.5 ) 163.5 Net liabilities of Salaried VEBA — 16.4 — — 16.4 Deferred tax liabilities — — 0.8 — 0.8 Long-term intercompany payable — 10.2 — (10.2 ) — Long-term liabilities — 80.9 5.9 — 86.8 Long-term debt 225.0 — — — 225.0 Total liabilities 301.4 296.2 22.6 (127.7 ) 492.5 Total stockholders’ equity 758.8 1,014.4 32.7 (1,047.1 ) 758.8 Total $ 1,060.2 $ 1,310.6 $ 55.3 $ (1,174.8 ) $ 1,251.3 CONDENSED CONSOLIDATING BALANCE SHEET (In millions of dollars) December 31, 2014 Parent Guarantor Subsidiaries Non-Guarantor Subsidiaries Consolidating Adjustments Consolidated ASSETS Current assets: Cash and cash equivalents $ — $ 175.3 $ 2.4 $ — $ 177.7 Short-term investments — 114.0 — — 114.0 Receivables: Trade receivables — net — 126.1 3.2 — 129.3 Intercompany receivables 204.2 4.0 0.9 (209.1 ) — Other — 5.6 5.3 — 10.9 Inventories — 208.0 7.6 (0.9 ) 214.7 Prepaid expenses and other current assets 85.1 93.1 0.4 — 178.6 Total current assets 289.3 726.1 19.8 (210.0 ) 825.2 Investments in and advances to subsidiaries 1,209.2 32.5 — (1,241.7 ) — Property, plant and equipment — net — 437.4 17.5 — 454.9 Long-term intercompany receivables — — 15.9 (15.9 ) — Net assets of Union VEBA — 340.1 — — 340.1 Deferred tax assets — net — 23.8 — 7.1 30.9 Intangible assets — net — 32.1 — — 32.1 Goodwill — 37.2 — — 37.2 Other assets 4.4 18.8 0.1 — 23.3 Total $ 1,502.9 $ 1,648.0 $ 53.3 $ (1,460.5 ) $ 1,743.7 LIABILITIES AND STOCKHOLDERS’ EQUITY Current liabilities: Accounts payable $ 1.3 $ 73.8 $ 6.3 $ — $ 81.4 Intercompany payable — 221.3 3.3 (224.6 ) — Accrued salaries, wages and related expenses — 36.5 3.1 — 39.6 Other accrued liabilities 88.2 43.8 0.8 — 132.8 Current portion of long-term debt 172.5 — — — 172.5 Short-term capital lease — 0.1 — — 0.1 Total current liabilities 262.0 375.5 13.5 (224.6 ) 426.4 Net liabilities of Salaried VEBA — 17.2 — — 17.2 Deferred tax liabilities — — 0.9 — 0.9 Long-term intercompany payable — 15.9 — (15.9 ) — Long-term liabilities — 50.3 8.0 — 58.3 Long-term debt 225.0 — — — 225.0 Total liabilities 487.0 458.9 22.4 (240.5 ) 727.8 Total stockholders’ equity 1,015.9 1,189.1 30.9 (1,220.0 ) 1,015.9 Total $ 1,502.9 $ 1,648.0 $ 53.3 $ (1,460.5 ) $ 1,743.7 CONDENSED CONSOLIDATING STATEMENT OF COMPREHENSIVE INCOME (In millions of dollars) Quarter Ended June 30, 2015 Parent Guarantor Subsidiaries Non-Guarantor Subsidiaries Consolidating Adjustments Consolidated Net sales $ — $ 358.3 $ 33.5 $ (24.6 ) $ 367.2 Costs and expenses: Cost of products sold: Cost of products sold, excluding depreciation and amortization and other items — 289.4 28.9 (23.5 ) 294.8 Unrealized loss on derivative instruments — 1.5 — — 1.5 Depreciation and amortization — 7.8 0.3 — 8.1 Selling, general, administrative, research and development: Selling, general, administrative, research and development 1.4 19.5 3.2 (0.5 ) 23.6 Net periodic postretirement benefit cost relating to Salaried VEBA — 0.6 — — 0.6 Loss on removal of Union VEBA net assets — 1.6 — — 1.6 Total selling, general, administrative, research and development 1.4 21.7 3.2 (0.5 ) 25.8 Total costs and expenses 1.4 320.4 32.4 (24.0 ) 330.2 Operating (loss) income (1.4 ) 37.9 1.1 (0.6 ) 37.0 Other (expense) income: Interest (expense) (4.9 ) (0.3 ) — — (5.2 ) Other income, net — 0.3 0.1 — 0.4 (Loss) income before income taxes (6.3 ) 37.9 1.2 (0.6 ) 32.2 Income tax (provision) benefit — (15.8 ) 1.4 2.4 (12.0 ) Earnings in equity of subsidiaries 26.5 2.1 — (28.6 ) — Net income $ 20.2 $ 24.2 $ 2.6 $ (26.8 ) $ 20.2 Comprehensive income $ 20.6 $ 24.6 $ 2.6 $ (27.2 ) $ 20.6 CONDENSED CONSOLIDATING STATEMENT OF COMPREHENSIVE (LOSS) INCOME (In millions of dollars) Six Months Ended June 30, 2015 Parent Guarantor Subsidiaries Non-Guarantor Subsidiaries Consolidating Adjustments Consolidated Net sales $ — $ 721.7 $ 68.2 $ (51.0 ) $ 738.9 Costs and expenses: Cost of products sold: Cost of products sold, excluding depreciation and amortization and other items — 585.8 60.5 (49.2 ) 597.1 Unrealized gains on derivative instruments — 6.0 — — 6.0 Depreciation and amortization — 15.5 0.6 — 16.1 Selling, general, administrative, research and development: Selling, general, administrative, research and development 2.4 40.2 4.8 (1.1 ) 46.3 Net periodic postretirement benefit cost relating to VEBAs — 1.2 — — 1.2 Loss on removal of Union VEBA net assets — 493.8 — — 493.8 Total selling, general, administrative, research and development 2.4 535.2 4.8 (1.1 ) 541.3 Total costs and expenses 2.4 1,142.5 65.9 (50.3 ) 1,160.5 Operating (loss) income (2.4 ) (420.8 ) 2.3 (0.7 ) (421.6 ) Other (expense) income: Interest (expense) income (14.4 ) (0.8 ) — 0.2 (15.0 ) Other income (expense), net — 0.8 0.2 (0.2 ) 0.8 (Loss) income before income taxes (16.8 ) (420.8 ) 2.5 (0.7 ) (435.8 ) Income tax benefit — 156.1 1.4 6.3 163.8 (Loss) earnings in equity of subsidiaries (255.2 ) 3.2 — 252.0 — Net (loss) income $ (272.0 ) $ (261.5 ) $ 3.9 $ 257.6 $ (272.0 ) Comprehensive (loss) income $ (204.7 ) $ (194.3 ) $ 4.0 $ 190.3 $ (204.7 ) CONDENSED CONSOLIDATING STATEMENT OF COMPREHENSIVE INCOME (In millions of dollars) Quarter Ended June 30, 2014 Parent Guarantor Subsidiaries Non-Guarantor Subsidiaries Consolidating Adjustments Consolidated Net sales $ — $ 335.7 $ 34.0 $ (25.6 ) $ 344.1 Costs and expenses: Cost of products sold: Cost of products sold, excluding depreciation and amortization and other items — 270.8 29.7 (25.0 ) 275.5 Unrealized gains on derivative instruments — (1.6 ) — — (1.6 ) Depreciation and amortization — 7.5 0.2 — 7.7 Selling, general, administrative, research and development: Selling, general, administrative, research and development 1.2 18.5 2.9 (0.6 ) 22.0 Net periodic postretirement benefit income relating to VEBAs — (6.1 ) — — (6.1 ) Total selling, general, administrative, research and development 1.2 12.4 2.9 (0.6 ) 15.9 Other operating charges, net — 0.2 — — 0.2 Total costs and expenses 1.2 289.3 32.8 (25.6 ) 297.7 Operating (loss) income (1.2 ) 46.4 1.2 — 46.4 Other (expense) income: Interest expense (9.3 ) — — 0.1 (9.2 ) Other income, net 0.4 0.8 0.7 (0.1 ) 1.8 (Loss) income before income taxes (10.1 ) 47.2 1.9 — 39.0 Income tax (provision) benefit — (17.8 ) (0.5 ) 3.8 (14.5 ) Earnings in equity of subsidiaries 34.6 1.4 — (36.0 ) — Net income $ 24.5 $ 30.8 $ 1.4 $ (32.2 ) $ 24.5 Comprehensive income $ 26.6 $ 33.0 $ 1.3 $ (34.3 ) $ 26.6 CONDENSED CONSOLIDATING STATEMENT OF COMPREHENSIVE INCOME (In millions of dollars) Six Months Ended June 30, 2014 Parent Guarantor Subsidiaries Non-Guarantor Subsidiaries Consolidating Adjustments Consolidated Net sales $ — $ 662.8 $ 67.1 $ (50.7 ) $ 679.2 Costs and expenses: Cost of products sold: Cost of products sold, excluding depreciation and amortization and other items — 549.7 58.1 (49.4 ) 558.4 Unrealized gains on derivative instruments — (3.6 ) — — (3.6 ) Depreciation and amortization — 14.6 0.5 — 15.1 Selling, general, administrative, research and development: Selling, general, administrative, research and development 2.2 35.1 6.2 (1.2 ) 42.3 Net periodic postretirement benefit income relating to VEBAs — (11.7 ) — — (11.7 ) Total selling, general, administrative, research and development 2.2 23.4 6.2 (1.2 ) 30.6 Other operating charges, net — 0.2 — — 0.2 Total costs and expenses 2.2 584.3 64.8 (50.6 ) 600.7 Operating (loss) income (2.2 ) 78.5 2.3 (0.1 ) 78.5 Other (expense) income: Interest (expense) income (18.6 ) 0.4 — 0.2 (18.0 ) Other income, net 1.4 2.0 0.5 (0.2 ) 3.7 (Loss) income before income taxes (19.4 ) 80.9 2.8 (0.1 ) 64.2 Income tax (provision) benefit — (30.4 ) (0.8 ) 7.3 (23.9 ) Earnings in equity of subsidiaries 59.7 1.8 — (61.5 ) — Net income $ 40.3 $ 52.3 $ 2.0 $ (54.3 ) $ 40.3 Comprehensive income $ 43.3 $ 55.2 $ 2.1 $ (57.3 ) $ 43.3 CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS (In millions of dollars) Six Months Ended June 30, 2015 Parent Guarantor Subsidiaries Non-Guarantor Subsidiaries Consolidating Adjustments Consolidated Cash flows from operating activities: Net cash provided by (used in) operating activities $ 233.4 $ (190.1 ) $ 5.0 $ — $ 48.3 Cash flows from investing activities: Capital expenditures — (14.3 ) (8.6 ) — (22.9 ) Purchase of available for sale securities — (0.5 ) — — (0.5 ) Proceeds from disposition of available for sale securities — 84.0 — — 84.0 Net cash provided by (used in) investing activities — 69.2 (8.6 ) — 60.6 Cash flows from financing activities: Repayment of Convertible Notes (175.0 ) — — — (175.0 ) Proceeds from cash-settled call options related to repayment of Convertible Notes 94.9 — — — 94.9 Payment for conversion premium related to repayment of Convertible Notes (94.9 ) — — — (94.9 ) Excess tax benefit upon vesting of non-vested shares and dividend payment on unvested shares expected to vest — 1.1 — — 1.1 Cancellation of shares to cover employees’ tax withholdings upon vesting of non-vested shares (3.0 ) — — — (3.0 ) Repurchase of common stock (41.4 ) — — — (41.4 ) Cash dividend paid to stockholders (14.0 ) — — — (14.0 ) Intercompany loan — (5.7 ) 5.7 — — Net cash (used in) provided by financing activities (233.4 ) (4.6 ) 5.7 — (232.3 ) Net (decrease) increase in cash and cash equivalents during the period — (125.5 ) 2.1 — (123.4 ) Cash and cash equivalents at beginning of period — 175.3 2.4 — 177.7 Cash and cash equivalents at end of period $ — $ 49.8 $ 4.5 $ — $ 54.3 CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS (In millions of dollars) Six Months Ended June 30, 2014 Parent Guarantor Subsidiaries Non-Guarantor Subsidiaries Consolidating Adjustments Consolidated Cash flows from operating activities: Net cash provided by operating activities $ 7.6 $ 56.9 $ 6.8 $ — $ 71.3 Cash flows from investing activities: Capital expenditures — (29.4 ) (0.7 ) — (30.1 ) Purchase of available for sale securities — (23.4 ) — — (23.4 ) Proceeds from disposition of available for sale securities — 25.0 — — 25.0 Net cash used in investing activities — (27.8 ) (0.7 ) — (28.5 ) Cash flows from financing activities: Excess tax benefit upon vesting of non-vested shares and dividend payment on unvested shares expected to vest — 0.8 — — 0.8 Cancellation of shares to cover employees’ tax withholdings upon vesting of non-vested shares (2.4 ) — — — (2.4 ) Repurchase of common stock (23.7 ) — — — (23.7 ) Cash dividend paid to stockholders (12.8 ) — — — (12.8 ) Intercompany loan 31.3 (22.9 ) (8.4 ) — — Net cash used in financing activities (7.6 ) (22.1 ) (8.4 ) — (38.1 ) Net increase (decrease) in cash and cash equivalents during the period — 7.0 (2.3 ) — 4.7 Cash and cash equivalents at beginning of period 5.0 157.7 6.8 — 169.5 Cash and cash equivalents at end of period $ 5.0 $ 164.7 $ 4.5 $ — $ 174.2 |