10-Q

美國

證券交易委員會

華盛頓特區20549

表格 10-Q


☒	根據1934年證券交易法第13或15(d)條款的季度報告。

For the quarterly period ended September 30, 2024


☐	根據1934年證券交易法第13或15(d)條款的過渡報告

過渡期從__________到__________。

委員會檔案編號： 1-09447

KAISER ALUMINUM CORPORATION

（依憑章程所載的完整登記名稱）


特拉華州		94-3030279
(成立州)		（聯邦稅號）


1550 West McEwen Drive, Suite 500
Franklin, Tennessee		37067
(Address of principal executive offices)		(Zip Code)

(629) 252-7040

(註冊人電話號碼，包括區號)

(如與上次報告不同，列明前名稱、前地址及前財政年度)

根據法案第12(b)條規定註冊的證券：


Title of each class	Trading symbol	Name of each exchange on which registered
Common stock, par value $0.01 per share	KALU	Nasdaq Global Select Market

請在方框內打勾，表示公司已在過往12個月按照1934年證券交易法第13或第15(d)條的要求提交所有報告，並在過去的90天內受到相應的報告要求。是 ☒ 否 ☐

請以核取記號表示，報名者在過去12個月內（或報名者必須提交此類文件的較短期間內）是否按照S-t規則第405條的規定提交了所有要求提交的每個互動數據文件。是 ☒ 否 ☐

請勾選該申報者是否為大型快速申報者、快速申報者、非快速申報者、小型報告公司或新興成長公司。請參閱交易所法案第1202條中“大型快速申報者”、“快速申報者”、“小型報告公司”和“新興成長公司”的定義。


大型加速歸檔人	☒	加速歸檔人	☐

非加速歸檔人	☐	小型報告公司	☐

		新興成長型企業	☐

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. ☐

在核准的名冊是否屬於殼公司（如股市法規第1202條所定義之意義）方面，請用勾選符號表示。是 ☐ 否 ☒

截至2024年10月21日，到期時有 16,088,005 登記人普通股份股已發行。

常用或定義的術語


期限	定義
調整後的稅前利潤減除折舊及攤銷後的費用	除利率期貨、稅收、折舊和攤銷前調整非持續性營運項目之前的收益
Aero/HS產品	在航空太空、國防、太空和其他需要高強度應用的結束市場中使用的2000、7000和某些6000系列合金產品
合金	添加到主要鋁中的某些金屬，如銅、鋅、鎂、錳和矽，以獲得某些屬性
其他綜合損益	其他綜合損益（損失）累積額
ASU	會計準則更新
汽車外形製品	用於汽車應用的挤压铝产品
營運成本	產品銷售成本，不含折舊和攤提
10-Q基本報表	此10-Q表格的季度報告
GAAP	美國通用會計準則
GE產品	用於一般工程結束市場的6000系列合金產品
倫敦金屬交易所	倫敦金屬交易所
midwest季度交易價格	midwest交易價格等於LME鋁價加上midwest溢價
Newark	凱撒鋁業製造廠位於俄亥俄州紐華克市的默特鎮
OPEB	其他養老金計劃（參見附註3 - 員工福利）
其他產品	鑄造和鋁產品用於各種非戰略終端市場
包裝	在飲料和食品包裝終端市場使用的3000和5000系合金產品
循環信貸設施	與偉信銀行國家協會作為管理代理商以及參與其中的其他金融機構設立的循環信貸額度
薪酬員工義務性福利協會	薪酬自願員工受益協會（參見附錄3 - 員工福利）
美國證券交易委員會	證券交易委員會
優先票據	Collectively, the fixed-rate unsecured notes we issued during the years ended December 31, 2019 and 2021 at the following interest rates and aggregate principal amounts, respectively: (i) 4.625% and $50000萬; and (ii) 4.50% and $55000萬
SOFR詞彙	Forward looking term rate based on the Secured Overnight Financing Rate
Trentwood	Kaiser Aluminum manufacturing facility located in Spokane Valley, Washington
Warrick	Kaiser Aluminum manufacturing facility located in Newburgh, Indiana, in the county of Warrick


第一部分
項目一。財務報表		1
項目二。管理層對財務狀況及營運結果進行討論及分析		22
第三項目。關於市場風險的定量和定性披露		30
第四項。控制和程序		31

第二部分
項目一。法律程序		32
項目 1A。風險因素		32
項目二。非登記股份證券銷售及所得款項的使用		32
第三項高級證券違約		32
第四項。礦山安全披露		32
第五項。其他資訊		32
第六項。展品		33

簽名		34

KAISER ALUMINUM CORPORATION AND SUBSIDIARY COMPANIES

PART I – FINANCIAL INFORMATION

Item 1. Financial Statements

CONSOLIDATED BALANCE SHEETS (UNAUDITED)


	As of September 30, 2024			As of December 31, 2023
	(In millions of dollars, except share and per share amounts)
ASSETS
Current assets:
Cash and cash equivalents	$	45.7		$	82.4
Receivables:
Trade receivables, net		370.2			325.2
Other		0.9			12.4
Contract assets		62.0			58.5
Inventories		473.9			477.2
Prepaid expenses and other current assets		42.2			34.5
Total current assets		994.9			990.2
Property, plant and equipment, net		1,100.4			1,052.1
Operating lease assets		27.6			32.6
Deferred tax assets, net		6.3			6.0
Intangible assets, net		46.6			50.0
Goodwill		18.8			18.8
Other assets		116.8			117.7
Total assets	$	2,311.4		$	2,267.4
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable	$	275.4		$	252.7
Accrued salaries, wages and related expenses		51.9			53.0
Other accrued liabilities		54.9			64.3
Total current liabilities		382.2			370.0
Long-term portion of operating lease liabilities		25.2			29.2
Pension and other postretirement benefits		77.6			76.8
Net liabilities of Salaried VEBA		3.7			3.8
Deferred tax liabilities		23.7			13.9
Long-term liabilities		90.8			81.7
Long-term debt, net		1,041.2			1,039.8
Total liabilities		1,644.4			1,615.2
Commitments and contingencies – Note 7
Stockholders’ equity:
Preferred stock, 5,000,000 shares authorized at both September 30, 2024 and December 31, 2023; no shares were issued and outstanding at September 30, 2024 and December 31, 2023		—			—
Common stock, par value $0.01, 90,000,000 shares authorized at both September 30, 2024 and December 31, 2023; 22,923,041 shares issued and 16,087,755 shares outstanding at September 30, 2024; 22,851,077 shares issued and 16,015,791 shares outstanding at December 31, 2023		0.2			0.2
Additional paid in capital		1,114.6			1,104.7
Retained earnings		11.8			10.1
Treasury stock, at cost, 6,835,286 shares at both September 30, 2024 and December 31, 2023		(475.9	)		(475.9	)
Accumulated other comprehensive income		16.3			13.1
Total stockholders’ equity		667.0			652.2
Total liabilities and stockholders' equity	$	2,311.4		$	2,267.4

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

KAISER ALUMINUM CORPORATION AND SUBSIDIARY COMPANIES

STATEMENTS OF CONSOLIDATED INCOME (UNAUDITED)



	Quarter Ended September 30,						Nine Months Ended September 30,
	2024			2023			2024			2023
	(In millions of dollars, except share and per share amounts)
Net sales	$	747.7		$	743.6		$	2,258.6		$	2,365.3
Costs and expenses:
Cost of products sold, excluding depreciation and amortization		671.8			665.2			2,005.2			2,114.7
Depreciation and amortization		29.0			27.2			86.8			79.9
Selling, general, administrative, research and development		28.8			30.5			93.0			92.4
Restructuring costs		0.7			1.6			7.6			4.2
Other operating charges, net		—			—			0.4			—
Total costs and expenses		730.3			724.5			2,193.0			2,291.2
Operating income		17.4			19.1			65.6			74.1
Other (expense) income:
Interest expense		(10.7	)		(11.4	)		(33.3	)		(35.4	)
Other income (expense), net – Note 9		8.7			(2.2	)		19.1			8.9
Income before income taxes		15.4			5.5			51.4			47.6
Income tax provision		(3.4	)		(0.1	)		(11.7	)		(8.0	)
Net income	$	12.0		$	5.4		$	39.7		$	39.6

Net income per common share:
Basic	$	0.75		$	0.34		$	2.47		$	2.48
Diluted	$	0.74		$	0.34		$	2.44		$	2.46
Weighted-average number of common shares outstanding (in thousands):
Basic		16,087			15,995			16,062			15,970
Diluted		16,335			16,154			16,291			16,110

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

KAISER ALUMINUM CORPORATION AND SUBSIDIARY COMPANIES

STATEMENTS OF CONSOLIDATED COMPREHENSIVE INCOME (UNAUDITED)


	Quarter Ended September 30,				Nine Months Ended September 30,
	2024		2023		2024			2023
	(In millions of dollars)				(In millions of dollars)
Net income	$	12.0	$	5.4	$	39.7		$	39.6
Other comprehensive income (loss), net of tax – Note 8:
Defined benefit plans		0.5		0.8		(0.1	)		(3.1	)
Cash flow hedges		1.6		5.2		3.3			0.7
Other comprehensive income (loss), net of tax		2.1		6.0		3.2			(2.4	)
Comprehensive income	$	14.1	$	11.4	$	42.9		$	37.2

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

KAISER ALUMINUM CORPORATION AND SUBSIDIARY COMPANIES

STATEMENTS OF CONSOLIDATED STOCKHOLDERS’ EQUITY (UNAUDITED)

Nine Months Ended September 30, 2024


	Common Shares Outstanding1			Common Stock		Additional Paid in Capital			Retained Earnings			Treasury Stock			Accumulated Other Comprehensive Income			Total
	(In millions of dollars, except share and per share amounts)
BALANCE, December 31, 2023		16,015,791		$	0.2	$	1,104.7		$	10.1		$	(475.9	)	$	13.1		$	652.2
Net income		—			—		—			24.6			—			—			24.6
Other comprehensive loss, net of tax		—			—		—			—			—			(2.1	)		(2.1	)
Common shares issued (including impacts from Long-Term Incentive programs)		56,416			—		—			—			—			—			—
Cancellation of shares to cover tax withholdings upon common shares issued		(16,175	)		—		(1.2	)		—			—			—			(1.2	)
Cash dividends declared2		—			—		—			(12.6	)		—			—			(12.6	)
Amortization of unearned equity compensation		—			—		4.0			—			—			—			4.0
BALANCE, March 31, 2024		16,056,032		$	0.2	$	1,107.5		$	22.1		$	(475.9	)	$	11.0		$	664.9
Net income		—			—		—			3.1			—			—			3.1
Other comprehensive income, net of tax		—			—		—			—			—			3.2			3.2
Common shares issued (including impacts from Long-Term Incentive programs)		38,143			—		0.5			—			—			—			0.5
Cancellation of shares to cover tax withholdings upon common shares issued		(7,063	)		—		(0.6	)		—			—			—			(0.6	)
Cash dividends declared2		—			—		—			(12.7	)		—			—			(12.7	)
Amortization of unearned equity compensation		—			—		3.6			—			—			—			3.6
BALANCE, June 30, 2024		16,087,112		$	0.2	$	1,111.0		$	12.5		$	(475.9	)	$	14.2		$	662.0
Net income		—			—		—			12.0			—			—			12.0
Other comprehensive income, net of tax		—			—		—			—			—			2.1			2.1
Common shares issued (including impacts from Long-Term Incentive programs)		1,000			—		0.1			—			—			—			0.1
Cancellation of shares to cover tax withholdings upon common shares issued		(357	)		—		—			—			—			—			—
Cash dividends declared2		—			—		—			(12.7	)		—			—			(12.7	)
Amortization of unearned equity compensation		—			—		3.5			—			—			—			3.5
BALANCE, September 30, 2024		16,087,755		$	0.2	$	1,114.6		$	11.8		$	(475.9	)	$	16.3		$	667.0

At September 30, 2024, 597,415 shares were available for awards under the Kaiser Aluminum Corporation 2021 Equity and Incentive Compensation Plan, as amended and restated.

Dividends declared per common share were $0.77 for each of the quarters ended March 31, 2024, June 30, 2024, and September 30, 2024.

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

KAISER ALUMINUM CORPORATION AND SUBSIDIARY COMPANIES

STATEMENTS OF CONSOLIDATED STOCKHOLDERS’ EQUITY CONTINUED (UNAUDITED)

Nine Months Ended September 30, 2023


	Common Shares Outstanding			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, 2022		15,940,756		$	0.2	$	1,090.4		$	13.3		$	(475.9	)	$	3.2		$	631.2
Net income		—			—		—			15.9			—			—			15.9
Other comprehensive loss, net of tax		—			—		—			—			—			(1.1	)		(1.1	)
Common shares issued (including impacts from Long-Term Incentive programs)		49,128			—		—			—			—			—			—
Cancellation of shares to cover employees' tax withholdings upon vesting of non-vested shares		(15,848	)		—		(1.3	)		—			—			—			(1.3	)
Cash dividends declared1		—			—		—			(12.5	)		—			—			(12.5	)
Amortization of unearned equity compensation		—			—		3.4			—			—			—			3.4
BALANCE, March 31, 2023		15,974,036		$	0.2	$	1,092.5		$	16.7		$	(475.9	)	$	2.1		$	635.6
Net income		—			—		—			18.3			—			—			18.3
Other comprehensive loss, net of tax		—			—		—			—			—			(7.3	)		(7.3	)
Common shares issued (including impacts from Long-Term Incentive programs)		45,164			—		0.7			—			—			—			0.7
Cancellation of shares to cover tax withholdings upon common shares issued		(6,036	)		—		(0.4	)		—			—			—			(0.4	)
Cash dividends declared1		—			—		—			(12.6	)		—			—			(12.6	)
Amortization of unearned equity compensation		—			—		3.8			—			—			—			3.8
BALANCE, June 30, 2023		16,013,164		$	0.2	$	1,096.6		$	22.4		$	(475.9	)	$	(5.2	)	$	638.1
Net income		—			—		—			5.4			—			—			5.4
Other comprehensive income, net of tax		—			—		—			—			—			6.0			6.0
Common shares issued (including impacts from Long-Term Incentive programs)		1,000			—		—			—			—			—			—
Cancellation of shares to cover tax withholdings upon common shares issued		(346	)		—		(0.1	)		—			—			—			(0.1	)
Cash dividends declared1		—			—		—			(12.6	)		—			—			(12.6	)
Amortization of unearned equity compensation		—			—		3.9			—			—			—			3.9
BALANCE, September 30, 2023		16,013,818		$	0.2	$	1,100.4		$	15.2		$	(475.9	)	$	0.8		$	640.7

Dividends declared per common share were $0.77 for each of the quarters ended March 31, 2023, June 30, 2023, and September 30, 2023.

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

KAISER ALUMINUM CORPORATION AND SUBSIDIARY COMPANIES

STATEMENTS OF CONSOLIDATED CASH FLOWS (UNAUDITED)


	Nine Months Ended September 30,
	2024			2023
	(In millions of dollars)
Cash flows from operating activities1:
Net income	$	39.7		$	39.6
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation of property, plant and equipment		83.4			75.7
Amortization of definite-lived intangible assets		3.4			4.2
Amortization of debt premium and debt issuance costs		1.8			1.6
Amortization of cloud computing implementation costs		0.9			0.9
Deferred income taxes		8.5			6.3
LIFO valuation inventory expense (benefit)		8.8			(1.5	)
Non-cash equity compensation		11.7			11.8
Non-cash asset impairment charge2		3.6			—
Non-cash unrealized loss (gain) on derivative positions		2.2			(0.2	)
Gain on disposition of property, plant and equipment		(3.7	)		(14.0	)
Bad debt expense		0.3			—
Non-cash postretirement defined benefit plan cost		6.8			9.7
Changes in operating assets and liabilities:
Trade and other receivables		(33.7	)		11.7
Contract assets		(3.5	)		6.0
Inventories (excluding LIFO adjustments)		(8.7	)		38.3
Prepaid expenses and other current assets		(5.6	)		(6.7	)
Accounts payable		17.5			(53.9	)
Accrued liabilities		(11.6	)		10.6
Annual variable cash contributions to Salaried VEBA		(1.1	)		—
Long-term assets and liabilities, net		3.0			(2.5	)
Net cash provided by operating activities		123.7			137.6
Cash flows from investing activities1:
Capital expenditures		(124.8	)		(120.0	)
Purchase of equity securities		(0.1	)		(0.3	)
Proceeds from sale of equity securities		0.3			0.1
Proceeds from disposition of property, plant and equipment		6.0			15.2
Net cash used in investing activities		(118.6	)		(105.0	)
Cash flows from financing activities1:
Borrowings under the Revolving Credit Facility		—			215.1
Repayment of borrowings under the Revolving Credit Facility		—			(215.1	)
Repayment of finance lease		(2.0	)		(1.7	)
Cancellation of shares to cover tax withholdings upon common shares issued		(1.8	)		(1.8	)
Cash dividends and dividend equivalents paid		(38.0	)		(37.7	)
Net cash used in financing activities		(41.8	)		(41.2	)
Net decrease in cash, cash equivalents and restricted cash during the period		(36.7	)		(8.6	)
Cash, cash equivalents and restricted cash at beginning of period		100.7			71.3
Cash, cash equivalents and restricted cash at end of period	$	64.0		$	62.7

See Note 12 for supplemental cash flow information.

Non-cash asset impairment charge for the nine months ended September 30, 2024 is comprised of: (i) a $3.2 million inventory write-down related to certain alloying metals and (ii) a $0.4 million impairment charge on land held for sale.

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

KAISER ALUMINUM CORPORATION AND SUBSIDIARY COMPANIES

NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS - UNAUDITED

NOTES INDEX


Note 1	Basis of Presentation and Recent Accounting Pronouncements	8
Note 2	Supplemental Balance Sheet Information	9
Note 3	Employee Benefits	10
Note 4	Restructuring	11
Note 5	Derivatives, Hedging Programs and Other Financial Instruments	12
Note 6	Debt and Credit Facility	15
Note 7	Commitments and Contingencies	17
Note 8	Accumulated Other Comprehensive Income	18
Note 9	Other Income (Expense), Net	19
Note 10	Income Tax Matters	19
Note 11	Earnings Per Share	20
Note 12	Supplemental Cash Flow Information	20
Note 13	Business, Product, and Geographical Area Information	21
Note 14	Subsequent Events	21

Notes Index

KAISER ALUMINUM CORPORATION AND SUBSIDIARY COMPANIES

NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS – UNAUDITED

1. Basis of Presentation and Recent Accounting Pronouncements

This Form 10-Q should be read in conjunction with the Company’s Annual Report on Form 10-K for the year ended December 31, 2023. Unless the context otherwise requires, references in these notes to interim consolidated financial statements - unaudited to “Kaiser,” “we,” “us,” “our,” “the Company” and “our Company” refer collectively to Kaiser Aluminum Corporation and its subsidiaries.

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 GAAP and the rules and regulations of the SEC applicable for interim periods and, therefore, do not include all information and footnotes required by GAAP for complete financial statements. In management’s opinion, all adjustments (which include normal recurring adjustments) considered necessary for a fair presentation have been included. We have reclassified certain items in prior periods to conform to current classifications. The results of operations for our interim periods are not necessarily indicative of the results of operations that may be achieved for the entire 2024 fiscal year. The financial information as of December 31, 2023 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, 2023.

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.

Accounting Pronouncements Issued But Not Yet Adopted

Disclosure Improvements. In October 2023, the Financial Accounting Standards Board (“FASB”) issued ASU No. 2023-06 (“ASU 2023-06”), Codification Amendments in Response to the SEC’s Disclosure Update and Simplification Initiative. The guidance amends GAAP to reflect updates and simplifications to certain disclosure requirements referred to the FASB by the SEC. The amendments in ASU 2023-06 will become effective on the date which the SEC’s removal of the related disclosure becomes effective. If by June 30, 2027, the SEC does not remove the related disclosure, the pending amendment will be removed from ASC 2023-06 and it will not be effective. Adoption of ASU 2023-06 is expected to modify the disclosure and presentation requirements only and is not expected to have a material impact on our consolidated financial statements.

Segment Reporting. In November 2023, the FASB issued ASU No. 2023-07 (“ASU 2023-07”), Improvements to Reportable Segment Disclosures. The guidance primarily will require enhanced disclosures about significant segment expenses. All disclosure requirements under ASU 2023-07 and existing segment disclosures in ASC 280, Segment Reporting are also required for public entities with a single reportable segment. The amendments in ASU 2023-07 are effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024, with early adoption permitted. A retrospective approach is required to be applied to all prior periods presented in the financial statements. We plan to adopt the provisions of ASU 2023-07 in the fourth quarter of fiscal 2024 and continue to evaluate the disclosure requirements related to the new standard.

Income Taxes. In December 2023, the FASB issued ASU No. 2023-09 (“ASU 2023-09”), Improvements to Income Tax Disclosures. The guidance is intended to improve income tax disclosure requirements by requiring: (i) consistent categories and greater disaggregation of information in the rate reconciliation and (ii) the disaggregation of income taxes paid by jurisdiction. The guidance makes several other changes to the income tax disclosure requirements. The amendments in ASU 2023-09 are effective for fiscal years beginning after December 15, 2024, with early adoption permitted, and is required to be applied prospectively with the option of retrospective application. We plan to adopt the provisions of ASU 2023-09 in the fourth quarter of fiscal 2025 and continue to evaluate the disclosure requirements related to the new standard.

Notes Index

KAISER ALUMINUM CORPORATION AND SUBSIDIARY COMPANIES

NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS – UNAUDITED

2. Supplemental Balance Sheet Information


	As of September 30, 2024			As of December 31, 2023
	(In millions of dollars)
Trade Receivables, Net
Billed trade receivables	$	371.0		$	325.8
Allowance for doubtful receivables		(0.8	)		(0.6	)
Trade receivables, net	$	370.2		$	325.2

Inventories1
Finished products	$	89.3		$	89.3
Work-in-process		191.7			210.8
Raw materials		175.2			161.5
Operating supplies		17.7			15.6
Inventories	$	473.9		$	477.2

Property, Plant and Equipment, Net
Land and improvements	$	37.2		$	38.0
Buildings and leasehold improvements		251.1			238.4
Machinery and equipment		1,293.2			1,265.3
Construction in progress		259.8			173.7
Property, plant and equipment, gross		1,841.3			1,715.4
Accumulated depreciation and amortization		(741.2	)		(663.7	)
Land held for sale		0.3			0.4
Property, plant and equipment, net	$	1,100.4		$	1,052.1

Other Assets
Assets to be conveyed associated with Warrick acquisition	$	56.8		$	56.8
Restricted cash – Note 12		18.3			18.3
Long-term replacement parts		18.0			16.7
Other		23.7			25.9
Other assets	$	116.8		$	117.7

Other Accrued Liabilities
Uncleared cash disbursements	$	9.6		$	15.7
Accrued income taxes and other taxes payable		10.7			9.5
Accrued annual contribution to Salaried VEBA		—			1.1
Accrued interest		10.3			9.9
Short-term environmental accrual – Note 7		0.9			2.8
Current operating lease liabilities		6.7			8.0
Current finance lease liabilities		2.4			2.1
Other – Note 5		14.3			15.2
Other accrued liabilities	$	54.9		$	64.3

Long-Term Liabilities
Workers' compensation accrual	$	29.5		$	29.9
Long-term environmental accrual – Note 7		17.2			14.2
Other long-term liabilities		44.1			37.6
Long-term liabilities	$	90.8		$	81.7

At September 30, 2024 and December 31, 2023, the current cost of our inventory exceeded its stated last-in, first-out (“LIFO”) value by $81.6 million and $56.0 million, respectively.

Notes Index

KAISER ALUMINUM CORPORATION AND SUBSIDIARY COMPANIES

NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS – UNAUDITED

3. Employee Benefits

Deferred Compensation Plan

Assets of our deferred compensation plan are included in Other assets, classified within Level 1 of the fair value hierarchy and are measured and recorded at fair value based on their quoted market prices. The following table presents the fair value of these assets (in millions of dollars):


	As of September 30, 2024		As of December 31, 2023
Deferred compensation program - Diversified investment funds in registered investment companies	$	11.8	$	11.1

Assets in the trust are accounted for as equity investments with changes in fair value recorded within Other income (expense), net (see Note 9). Offsetting liabilities relating to the deferred compensation plan are included in Other accrued liabilities and Long-term liabilities.

Short-Term Incentive Plans

As of September 30, 2024, we had a liability of $11.1 million recorded within Accrued salaries, wages and related expenses for estimated probable future payments under the 2024 short-term incentive plans.

Postretirement Benefit Plans

The following table presents the total expense related to all postretirement benefit plans (in millions of dollars):


	Quarter Ended September 30,				Nine Months Ended September 30,
	2024		2023		2024		2023
Defined contribution plans1	$	4.4	$	4.3	$	14.4	$	14.4
Deferred compensation plan2		0.5		—		1.2		0.6
Multiemployer pension plans1		1.6		1.4		4.6		4.2
Net periodic postretirement benefit cost relating to defined benefit plans2,3		2.5		3.3		6.8		9.7
Total	$	9.0	$	9.0	$	27.0	$	28.9

Substantially all of these charges related to employee benefits are in COGS with the remaining balance in Selling, general, administrative, research, and development (“SG&A and R&D”) within our Statements of Consolidated Income. For the nine months ended September 30, 2024, the expense presented for our multiemployer pension plans excludes a $4.6 million charge to Restructuring costs (see Note 4).

Deferred compensation plan expense 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 income (expense), net, on our Statements of Consolidated Income.

The current service cost component of Net periodic postretirement benefit cost relating to both the pension plans and the OPEB plan is 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 plan are included within Other income (expense), net, on our Statements of Consolidated Income.

Warrick Pension Amendment. During the quarter ended June 30, 2024, we amended the Kaiser Aluminum Warrick pension plan (“Warrick Pension Plan”) to clarify certain plan provisions going back to the date of our acquisition of Warrick, which resulted in an interim remeasurement of the Warrick Pension Plan as of June 30, 2024. The remeasurement decreased the Warrick Pension Plan’s net funded status by $0.8 million, driven by: (i) a $2.2 million increase in pre-tax prior service cost, which we recorded to AOCI and expect to amortize on a straight-line basis over approximately 10 years, and (ii) an actuarial gain of $1.4 million, reflecting an increase in the assumed discount rate. The discount rate assumption used to determine the Warrick Pension Plan benefit obligation was 5.51% at June 30, 2024 compared to 5.04% at December 31, 2023. There was no change to the expected long-term rate of return on plan assets assumption at June 30, 2024 compared to December 31, 2023.

Notes Index

KAISER ALUMINUM CORPORATION AND SUBSIDIARY COMPANIES

NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS – UNAUDITED

The Warrick Pension Plan amendment had no effect on our expected contributions for 2024. During the nine months ended September 30, 2024, we contributed $4.7 million to the pension plans. We expect to make further contributions of approximately $1.1 million to the pension plans during the remainder of 2024.

Components of Net Periodic Postretirement Benefit Cost. Our results of operations included the following impacts associated with the defined benefit plans: (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 relating to the defined benefit plans (in millions of dollars):


	Pension Plans						OPEB						Salaried VEBA
	Quarter Ended						Quarter Ended						Quarter Ended
	September 30,						September 30,						September 30,
	2024			2023			2024			2023			2024			2023
Service cost	$	0.7		$	1.0		$	0.3		$	0.3		$	—		$	—
Interest cost		0.4			0.3			0.8			0.8			0.5			0.7
Expected return on plan assets		(0.3	)		(0.3	)		—			—			(0.6	)		(0.6	)
Amortization of prior service cost1		0.2			0.2			—			—			0.8			1.2
Amortization of net actuarial gain		—			—			(0.3	)		(0.3	)		—			—
Total net periodic postretirement benefit cost	$	1.0		$	1.2		$	0.8		$	0.8		$	0.7		$	1.3


	Pension Plans						OPEB						Salaried VEBA
	Nine Months Ended September 30,						Nine Months Ended September 30,						Nine Months Ended September 30,
	2024			2023			2024			2023			2024			2023
Service cost	$	2.7		$	2.8		$	0.8		$	0.8		$	—		$	—
Interest cost		1.2			0.9			2.5			2.5			1.6			2.1
Expected return on plan assets		(1.0	)		(0.8	)		—			—			(1.7	)		(1.7	)
Amortization of prior service cost1		0.5			0.3			—			—			1.0			3.7
Amortization of net actuarial gain		—			—			(0.8	)		(0.9	)		—			—
Total net periodic postretirement benefit cost	$	3.4		$	3.2		$	2.5		$	2.4		$	0.9		$	4.1

We amortize prior service cost on a straight-line basis over the average remaining years of service of the active plan participants.

4. Restructuring

2024 Restructuring Plan. During the quarter ended June 30, 2024, we initiated a plan to exit our soft alloy aluminum extrusion facility located in Sherman, Texas (“2024 Restructuring Plan”). Through September 30, 2024, we have recorded a charge of $7.5 million, consisting of a $4.6 million multiemployer pension obligation which is expected to be paid in 2027 and a $2.9 million charge for severance, related benefits, and other costs, to be substantially paid by December 31, 2024. As of September 30, 2024, the total estimated costs related to the 2024 Restructuring Plan are expected to range from $8.0 million to $10.0 million. The costs are recorded within Restructuring costs in our Statements of Consolidated Income.

The following table summarizes activity relating to the 2024 Restructuring Plan liabilities (in millions of dollars):


BALANCE, March 31, 2024	$	—
Restructuring costs		6.8
Costs paid or otherwise settled1		(0.6	)
BALANCE, June 30, 2024		6.2
Restructuring costs		0.7
Costs paid or otherwise settled1		(2.1	)
BALANCE, September 30, 2024	$	4.8

Cash paid during the quarters ended June 30, 2024 and September 30, 2024 was $0.6 million and $1.9 million, respectively.

Notes Index

KAISER ALUMINUM CORPORATION AND SUBSIDIARY COMPANIES

NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS – UNAUDITED

2022 Restructuring Plan. During 2022, we relocated our corporate headquarters from Foothill Ranch, California (“Foothill Ranch”) to Franklin, Tennessee (“Franklin”). In conjunction with the relocation, we initiated a restructuring plan during the quarter ended December 31, 2022, which consisted primarily of employee retention benefits aimed at incentivizing Foothill Ranch employees to assist with the buildout of the new corporate function in Franklin (“2022 Restructuring Plan”). We incurred total restructuring costs of $7.4 million related to the 2022 Restructuring Plan, which consisted of employee-related costs and office rent within Restructuring costs in our Statements of Consolidated Income. We completed the 2022 Restructuring Plan as of June 30, 2024.

The following table summarizes activity relating to the 2022 Restructuring Plan liabilities (in millions of dollars):


BALANCE, December 31, 2023	$	1.2
Restructuring costs		0.1
Costs paid or otherwise settled1		(1.2	)
BALANCE, March 31, 2024		0.1
Restructuring costs		—
Costs paid or otherwise settled1		(0.1	)
BALANCE, June 30, 2024	$	—

Cash paid during the quarters ended March 31, 2024 and June 30, 2024 was $1.1 million and $0.1 million, respectively.

5. 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, including primary, rolling ingot and scrap, or recycled, aluminum, our main raw material, and certain alloys used as raw material for our fabrication operations; (ii) energy price risk related to fluctuating prices of natural gas and electricity used in our production processes; and (iii) foreign currency exchange rate risk related to certain equipment and service agreements with vendors for which payments are due 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 allow 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, Treasurer, Executive Vice President of Manufacturing and other officers and employees selected by the Chief Executive Officer. The Hedging Committee meets regularly to review commodity price exposures, 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 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, and our hedging transactions are governed by negotiated International Swaps and Derivatives Association Master Agreements, which generally require collateral to be posted by our counterparties above specified credit thresholds which may adjust up or down, based on increases or decreases in counterparty credit ratings. 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 was $2.0 million and $1.0 million at September 30, 2024 and December 31, 2023, respectively, and we had no collateral posted as of those dates.

In addition, 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 to be posted by our customers, which we classify as deferred revenue and include as a component of Other accrued liabilities. We had no material cash collateral posted by our customers at both September 30, 2024 and December 31, 2023.

Cash Flow Hedges

We designate as cash flow hedges forward swap contracts for aluminum and energy. Additionally, in the fourth quarter of 2023, we adopted this treatment for Alloying Metals used in our fabrication operations. We also designate as cash flow hedges foreign currency forward contracts for equipment 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 (loss), net of tax, and reclassified to COGS when such hedges

Notes Index

KAISER ALUMINUM CORPORATION AND SUBSIDIARY COMPANIES

NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS – UNAUDITED

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 8 for the total amount of gain or loss on derivative instruments designated and qualifying as cash flow hedging instruments that was reported in 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 our Conversion Revenue (representing our value added from the fabrication process) and to pass through aluminum price fluctuations to our customers. For some of our higher margin 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 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 aluminum price movements to customers on some of our higher margin 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 us. We use third-party hedging instruments to limit exposure to aluminum price risk related to the aluminum pass through lag on some of our products and firm-price customer sales contracts.

Alloying Metals Hedges. We are exposed to the risk of fluctuating prices for alloying metals used as raw materials in our fabrication operations. 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 certain alloying metals prices that are not passed through pursuant to the terms of our customer contracts.

Energy Hedges. We are exposed to the 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 firm-price 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 terms of our customer contracts.

Foreign Currency Hedges. We are exposed to foreign currency exchange rate risk related to certain equipment 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 and foreign currency forward contracts that are not designated as hedging instruments to mitigate certain short‑term impacts, as identified. The gain or loss on these commodity and foreign currency derivatives is recognized within COGS and Other income (expense), net, respectively.

Notional Amount of Derivative Contracts

The following table summarizes our derivative positions at September 30, 2024:


Aluminum	Maturity Period	Notional Amount of Contracts (mmlbs)
Fixed price purchase contracts for LME	October 2024 through February 2026		61.2
Fixed price sale contracts for LME	October 2024		9.4
Fixed price purchase contracts for MWTP	October 2024 through February 2026		50.2
Fixed price sale contracts for MWTP	October 2024		9.3


Alloying Metals	Maturity Period	Notional Amount of Contracts (mmlbs)
Fixed price purchase contracts	October 2024 through December 2026		9.7


Natural Gas	Maturity Period	Notional Amount of Contracts (mmbtu)
Fixed price purchase contracts	October 2024 through December 2026		3,080,000

Notes Index

KAISER ALUMINUM CORPORATION AND SUBSIDIARY COMPANIES

NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS – UNAUDITED


Electricity	Maturity Period	Notional Amount of Contracts (Mwh)
Fixed price purchase contracts	October 2024 through December 2024		55,225
Fixed price sale contracts	October 2024 through December 2024		28,717


Euro	Maturity Period	Notional Amount of Contracts (EUR)
Fixed price forward purchase contracts	October 2024 through July 2027		10,482,824


British Pounds	Maturity Period	Notional Amount of Contracts (GBP)
Fixed price forward purchase contracts	October 2024		72,266

Loss (Gain) on Derivative Contracts

The following table summarizes the amount of loss (gain) on derivative contracts recorded within our Statements of Consolidated Income in COGS (in millions of dollars):


	Quarter Ended September 30,						Nine Months Ended September 30,
	2024			2023			2024			2023
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	$	671.8		$	665.2		$	2,005.2		$	2,114.7

Loss (gain) recognized in our Statements of Consolidated Income related to cash flow hedges:
Aluminum	$	1.6		$	4.4		$	0.9		$	10.1
Alloying Metals		(0.3	)		—			(0.8	)		—
Natural gas		0.3			0.1			1.0			0.1
Electricity		—			—			0.6			—
Foreign exchange contracts		(0.1	)		—			(0.1	)		—
Total loss recognized in our Statements of Consolidated Income related to cash flow hedges	$	1.5		$	4.5		$	1.6		$	10.2

Loss (gain) recognized in our Statements of Consolidated Income related to non-designated derivatives:
Alloying Metals – Realized loss	$	—		$	0.1		$	—		$	0.1
Alloying Metals – Unrealized mark-to-market gain		—			(0.3	)		—			(0.2	)
Electricity – Realized loss		2.0			—			2.0			—
Electricity – Unrealized mark-to-market loss		—			—			2.0			—
Electricity (reclassification from AOCI due to forecasted transactions probable of not occurring)		—			—			0.2			—
Total loss (gain) recognized in our Statements of Consolidated Income related to non-designated derivatives	$	2.0		$	(0.2	)	$	4.2		$	(0.1	)

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

All of our derivative contracts with counterparties are subject to enforceable 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 fair value of our derivative assets and liabilities (in millions of dollars):


	As of September 30, 2024								As of December 31, 2023
	Assets		Liabilities			Net Amount			Assets		Liabilities			Net Amount
Cash Flow Hedges:
Aluminum –
Fixed price purchase contracts for LME	$	4.3	$	(0.2	)	$	4.1		$	3.4	$	(0.6	)	$	2.8
Fixed price sale contracts for LME		—		—			—			—		(0.2	)		(0.2	)
Fixed price purchase contracts for MWTP		0.3		(0.1	)		0.2			0.4		(0.3	)		0.1
Fixed price sale contracts for MWTP		—		—			—			0.1		(0.2	)		(0.1	)
Alloying Metals – Fixed price purchase contracts		3.0		—			3.0			0.7		(0.1	)		0.6
Natural gas – Fixed price purchase contracts		0.3		(0.7	)		(0.4	)		0.3		(0.9	)		(0.6	)
Electricity – Fixed price purchase contracts		—		—			—			0.5		(0.6	)		(0.1	)
Foreign currency – Fixed price forward contracts		0.2		—			0.2			0.5		—			0.5
Total cash flow hedges		8.1		(1.0	)		7.1			5.9		(2.9	)		3.0

Non-Designated Derivatives:
Electricity – Fixed price purchase contracts		—		(1.9	)		(1.9	)		—		—			—
Electricity – Fixed price sale contracts		—		(0.3	)		(0.3	)		—		—			—
Total non-designated derivatives		—		(2.2	)		(2.2	)		—		—			—

Total	$	8.1	$	(3.2	)	$	4.9		$	5.9	$	(2.9	)	$	3.0

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


	As of September 30, 2024			As of December 31, 2023
Derivative assets:
Prepaid expenses and other current assets	$	6.9		$	4.8
Other assets		1.2			1.1
Total derivative assets	$	8.1		$	5.9
Derivative liabilities:
Other accrued liabilities	$	(2.9	)	$	(2.4	)
Long-term liabilities		(0.3	)		(0.5	)
Total derivative liabilities	$	(3.2	)	$	(2.9	)

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.

6. Debt and Credit Facility

Senior Notes

At September 30, 2024 and December 31, 2023, we had outstanding fixed-rate unsecured Senior Notes with varying maturity dates. The stated interest rates and aggregate principal amounts of our Senior Notes were, respectively: (i) 4.625% and $500.0 million

Notes Index

KAISER ALUMINUM CORPORATION AND SUBSIDIARY COMPANIES

NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS – UNAUDITED

(“4.625% Senior Notes”) and (ii) 4.50% and $550.0 million (“4.50% Senior Notes”). Our Senior Notes do not require us to make any mandatory redemptions or sinking fund payments. The following table summarizes key details of our Senior Notes:


				Outstanding (in millions of dollars)
	Issuance Date	Maturity	Effective Interest Rate	As of September 30, 2024			As of December 31, 2023
4.625% Senior Notes	November 2019	March 2028	4.8%	$	500.0		$	500.0
4.50% Senior Notes	May 2021	June 2031	4.7%		550.0			550.0
Total debt					1,050.0			1,050.0
Unamortized issuance costs					(8.8	)		(10.2	)
Total carrying amount				$	1,041.2		$	1,039.8

The following table presents the fair value of our outstanding Senior Notes, which are Level 1 liabilities (in millions of dollars):


	As of September 30, 2024		As of December 31, 2023
4.625% Senior Notes	$	483.6	$	462.4
4.50% Senior Notes	$	503.2	$	474.1

Revolving Credit Facility

In October 2019, we entered into a Revolving Credit Facility. Joining us as borrowers under the Revolving Credit Facility are four of our wholly owned domestic operating subsidiaries: (i) Kaiser Aluminum Investments Company; (ii) Kaiser Aluminum Fabricated Products, LLC; (iii) Kaiser Aluminum Washington, LLC; and (iv) Kaiser Aluminum Warrick, LLC.

As amended in April 2022, the Revolving Credit Facility contains a maximum commitment amount of $575.0 million (of which up to a maximum of $50.0 million may be utilized for letters of credit) and is set to mature in April 2027. Our effective interest rate on outstanding borrowings under the amended Revolving Credit Facility is based on the rates of Base Rate Loans and SOFR Loans (as defined in the amended Revolving Credit Facility). The rate for Base Rate Loans is equal to the prevailing Prime Rate plus 0.25%, while the rate for SOFR Loans, which are made for one or three month periods, is equal to the Term SOFR Reference Rate (as defined in the amended Revolving Credit Facility) plus 1.35%. Outstanding borrowings under the Revolving Credit Facility are reported within Long-term debt, net, on our Consolidated Balance Sheets. We had no borrowings under the Revolving Credit Facility during the nine months ended September 30, 2024. As of September 30, 2024 and December 31, 2023, we had no outstanding borrowings under our Revolving Credit Facility.

The following table summarizes availability and usage of our Revolving Credit Facility as determined by a borrowing base calculated as of September 30, 2024 (in millions of dollars):


Revolving Credit Facility borrowing commitment	$	575.0
Borrowing base availability	$	575.0
Less: Outstanding borrowings under Revolving Credit Facility		—
Less: Outstanding letters of credit under Revolving Credit Facility		(25.8	)
Remaining borrowing availability	$	549.2

Interest Expense

The following table presents interest expense relating to our Senior Notes and Revolving Credit Facility (in millions of dollars):


	Quarter Ended September 30,						Nine Months Ended September 30,
	2024			2023			2024			2023
Senior Notes interest expense, including debt issuance cost amortization	$	12.4		$	12.4		$	37.2		$	37.2
Revolving Credit Facility interest expense, including commitment fees and finance cost amortization		0.6			0.6			1.8			2.4
Interest expense on finance lease liabilities		0.2			0.2			0.6			0.5
Interest expense capitalized as construction in progress		(2.5	)		(1.8	)		(6.3	)		(4.7	)
Total interest expense	$	10.7		$	11.4		$	33.3		$	35.4

Notes Index

KAISER ALUMINUM CORPORATION AND SUBSIDIARY COMPANIES

NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS – UNAUDITED

7. 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 5 and Note 6).

Environmental Contingencies. We are subject to a number of environmental laws and regulations, potential fines or penalties assessed for alleged breaches of such laws and regulations and potential claims based upon such laws and regulations. We are also subject to legacy environmental contingencies related to activities that occurred at operating facilities prior to July 6, 2006, 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, 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”) at Trentwood. Our remediation efforts are in collaboration with the Washington State Department of 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. We have completed a number of sections of the work plan and have received satisfactory completion approval from Ecology on those sections. In cooperation with Ecology, we constructed an experimental treatment facility to determine the treatability and evaluate the feasibility of removing PCBs from ground water under Trentwood. In 2015, we began treatment operations involving 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 to evaluate and implement a new Ultraviolet Light Advanced Oxidation Process (“UV/AOP”) for PCB removal from groundwater on a pilot basis. We completed technology evaluations to remove PCBs in groundwater and the UV/AOP proved to be successful. Therefore, in 2024 a full-scale UV/AOP treatment system was constructed. We are currently completing documentation with Ecology as required by the Amended Agreed Order.

Pursuant to a consent agreement with the Ohio Environmental Protection Agency (“OEPA”), we initiated an investigational study of Newark related to historical on-site waste disposal. During the quarter ended December 31, 2018, we submitted our remedial investigation study to the OEPA for review and approval. The final remedial investigation report was approved by the OEPA during the quarter ended December 31, 2020. During the quarter ended December 31, 2023, we submitted an Alternate Arrays Document (“AAD”) to the OEPA for review. During the quarter ended September 30, 2024, based on input from the OEPA and the proposed remediation options included in the AAD, we increased our accrual by $2.9 million. This increase reflects updated preliminary estimates for the most likely remediation activities, as laid out in the AAD. Once the AAD is reviewed and accepted by the OEPA, we plan to submit our feasibility study to the OEPA, which we expect to occur in early 2025.

At September 30, 2024, our environmental accrual of $18.1 million represented our estimate of the incremental remediation cost based on: (i) proposed alternatives in the final feasibility study related to Trentwood; (ii) currently available facts with respect to Newark; 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, 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’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 $11.9 million over the remediation period. It is reasonably possible that our recorded estimate will change in the next 12 months.

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 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.

Notes Index

KAISER ALUMINUM CORPORATION AND SUBSIDIARY COMPANIES

NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS – UNAUDITED

8. Accumulated Other Comprehensive Income

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


	Quarter Ended September 30,						Nine Months Ended September 30,
	2024			2023			2024			2023
Defined Benefit Plans:
Beginning balance	$	10.4		$	(1.1	)	$	11.0		$	2.8
Actuarial gain (loss) arising during the period		—			—			1.4			(0.6	)
Less: income tax (expense) benefit		—			—			(0.3	)		0.1
Net actuarial gain (loss) arising during the period		—			—			1.1			(0.5	)
Prior service cost arising during the period		—			—			(2.2	)		(6.6	)
Less: income tax benefit		—			—			0.5			1.6
Net prior service cost arising during the period		—			—			(1.7	)		(5.0	)
Amortization of net actuarial gain1		(0.3	)		(0.3	)		(0.8	)		(0.9	)
Amortization of prior service cost1		1.0			1.4			1.5			4.0
Less: income tax expense2		(0.2	)		(0.3	)		(0.2	)		(0.7	)
Net amortization reclassified from AOCI to Net income		0.5			0.8			0.5			2.4
Other comprehensive income (loss), net of tax		0.5			0.8			(0.1	)		(3.1	)
Ending balance	$	10.9		$	(0.3	)	$	10.9		$	(0.3	)

Cash Flow Hedges:
Beginning balance	$	3.8		$	(4.1	)	$	2.1		$	0.4
Unrealized gain (loss) on cash flow hedges		0.6			2.4			2.5			(9.2	)
Less: income tax (expense) benefit		(0.2	)		(0.6	)		(0.6	)		2.1
Net unrealized gain (loss) on cash flow hedges		0.4			1.8			1.9			(7.1	)
Reclassification of unrealized loss upon settlement of cash flow hedges		1.5			4.5			1.6			10.2
Reclassification due to forecasted transactions probable of not occurring		—			—			0.2			—
Less: income tax expense2		(0.3	)		(1.1	)		(0.4	)		(2.4	)
Net loss reclassified from AOCI to Net income		1.2			3.4			1.4			7.8
Other comprehensive income , net of tax		1.6			5.2			3.3			0.7
Ending balance3	$	5.4		$	1.1		$	5.4		$	1.1

Total AOCI ending balance	$	16.3		$	0.8		$	16.3		$	0.8

Amounts amortized out of AOCI related to pension and other postretirement benefits were included within Net periodic postretirement benefit cost (see Note 3).

Income tax amounts reclassified out of AOCI were included as a component of Income tax provision.

As of September 30, 2024, we estimate a net mark-to-market gain before tax of $6.2 million in AOCI will be reclassified into Net income upon settlement within the next 12 months.

Notes Index

KAISER ALUMINUM CORPORATION AND SUBSIDIARY COMPANIES

NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS – UNAUDITED

9. Other Income (Expense), Net

The following table presents the components of Other income (expense), net (in millions of dollars):


	Quarter Ended September 30,						Nine Months Ended September 30,
	2024			2023			2024			2023
Interest income	$	0.9		$	0.6		$	3.0		$	1.2
Net periodic postretirement benefit cost		(1.5	)		(2.2	)		(3.3	)		(6.1	)
Unrealized gain (loss) on equity securities		0.2			(0.1	)		0.5			0.2
Gain (loss) on disposition of property, plant and equipment		4.4			(0.2	)		3.9			14.0
Gain on business interruption insurance recoveries1		4.6			—			15.1			—
All other, net		0.1			(0.3	)		(0.1	)		(0.4	)
Other income (expense), net	$	8.7		$	(2.2	)	$	19.1		$	8.9

Represents advances against business interruption insurance claims. We recognize such advances in the period in which the insurance proceeds are received or become realizable. As of September 30, 2024, we received net cash proceeds of $13.4 million.

Supply Chain Financing. We are party 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. During the quarter and nine months ended September 30, 2024, we sold trade accounts receivable totaling $260.5 million and $792.9 million, respectively, related to these supply chain financing arrangements, of which our customers’ financial institutions applied discount fees totaling $6.1 million and $18.9 million, respectively. During the quarter and nine months ended September 30, 2023, we sold trade accounts receivable totaling $315.9 million and $942.5 million, respectively, related to these supply chain financing arrangements, of which our customers’ financial institutions applied discount fees totaling $7.6 million and $22.8 million, respectively. To the extent discount fees related to the sale of trade accounts receivable under supply chain financing arrangements are not reimbursed by our customers, they are included in Other income (expense), net. As of September 30, 2024, we had been and/or expected to be substantially reimbursed by our customers for these discount fees, in accordance with the underlying sales agreements.

10. Income Tax Matters

The following table presents the income tax provision by region (in millions of dollars):


	Quarter Ended September 30,						Nine Months Ended September 30,
	2024			2023			2024			2023
Domestic	$	(2.8	)	$	0.1		$	(10.1	)	$	(6.9	)
Foreign		(0.6	)		(0.2	)		(1.6	)		(1.1	)
Total	$	(3.4	)	$	(0.1	)	$	(11.7	)	$	(8.0	)

The income tax provision for the quarters ended September 30, 2024 and September 30, 2023 was $3.4 million and $0.1 million, respectively, reflecting an effective tax rate of 22% and 2%, respectively. The difference between the effective tax rate and the projected blended statutory tax rate for the quarter ended September 30, 2024 was primarily due to a decrease of 8% related to Federal research and development credits, partially offset by: (i) an increase of 4% related to non-deductible compensation expense; (ii) an increase of 1% related to foreign withholding tax; and (iii) an increase of 1% related to other permanent items. The difference between the effective tax rate and the projected blended statutory tax rate for the quarter ended September 30, 2023 was primarily due to a decrease of 30% related to Federal research and development credits, partially offset by: (i) an increase of 4% for return to provision differences and (ii) an increase of 3% related to non-deductible compensation expense.

The income tax provision for the nine months ended September 30, 2024 and 2023 was $11.7 million and $8.0 million, respectively, reflecting an effective tax rate of 23% and 17%, respectively. The difference between the effective tax rate and the projected blended statutory tax rate for the nine months ended September 30, 2024 was primarily due to a decrease of 5% related to Federal research and development credits, offset by: (i) an increase of 3% related to non-deductible compensation expense; (ii) an increase of 1% related to foreign withholding tax; and (iii) an increase of 1% related to other permanent items. The difference between the effective tax rate and the projected blended statutory tax rate for the nine months ended September 30, 2023 was primarily due to: (i) a decrease of 9% related to Federal research and development tax credits and (ii) a decrease of 2% for return to provision differences, partially offset by: (i) an increase of 2% related to non-deductible compensation expense and (ii) an increase of 1% related to foreign withholding tax.

Notes Index

KAISER ALUMINUM CORPORATION AND SUBSIDIARY COMPANIES

NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS – UNAUDITED

Our gross unrecognized benefits relating to uncertain tax positions were $7.2 million and $6.5 million at September 30, 2024 and December 31, 2023, respectively, of which, $7.2 million and $6.5 million would be recorded through our income tax provision and thus, impact the effective tax rate at September 30, 2024 and December 31, 2023, 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.

11. Earnings 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 basic weighted-average number of common shares outstanding during the period excludes non-vested share-based payment awards. Basic and diluted net income per share was calculated under the two-class method for the quarter and nine months ended September 30, 2024 and the treasury method for the quarter and nine months ended September 30, 2023, based on the more dilutive method for each period.

The following table sets forth the computation of basic and diluted net income per share (in millions of dollars, except share and per share amounts):


	Quarter Ended September 30,				Nine Months Ended September 30,
	2024		2023		2024		2023
Numerator:
Net income available to common shareholders1	$	12.0	$	5.4	$	39.7	$	39.6
Denominator – Weighted-average common shares outstanding (in thousands):
Basic		16,087		15,995		16,062		15,970
Add: dilutive effect of non-vested common shares, restricted stock units and performance shares2		248		159		229		140
Diluted		16,335		16,154		16,291		16,110

Net income per common share, Basic:	$	0.75	$	0.34	$	2.47	$	2.48
Net income per common share, Diluted:	$	0.74	$	0.34	$	2.44	$	2.46

Represents Net income less distributed and undistributed earnings allocated to non-vested restricted stock awards that contain non-forfeitable rights to dividends.

Quantities in the following discussion are denoted in whole shares. During the quarter and nine months ended September 30, 2024, approximately 120 and 700 shares, respectively, were excluded from the weighted-average diluted shares computation as their inclusion would have been anti‑dilutive. For the quarter and nine months ended September 30, 2023, approximately 4,800 and 14,000 shares, respectively, were excluded from the weighted-average diluted shares computation as their inclusion would have been anti‑dilutive.

12. Supplemental Cash Flow Information


	Nine Months Ended September 30,
	2024		2023
	(In millions of dollars)
Interest paid	$	30.5	$	32.7
Non-cash investing and financing activities (included in Accounts payable):
Unpaid purchases of property and equipment	$	24.7	$	20.5

Supplemental lease disclosures:
Operating lease liabilities arising from obtaining operating lease assets	$	0.9	$	3.2
Cash paid for amounts included in the measurement of operating lease liabilities	$	6.1	$	7.2
Finance lease liabilities arising from obtaining finance lease assets	$	2.6	$	9.6

Notes Index

KAISER ALUMINUM CORPORATION AND SUBSIDIARY COMPANIES

NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS – UNAUDITED


	As of September 30,
	2024		2023
	(In millions of dollars)
Components of cash, cash equivalents and restricted cash:
Cash and cash equivalents	$	45.7	$	44.6
Restricted cash included in Other assets1		18.3		18.1
Total cash, cash equivalents and restricted cash presented on our Statements of Consolidated Cash Flows	$	64.0	$	62.7

We are required to keep on deposit certain amounts that are pledged or held as collateral relating to 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. Business, Product, and Geographical Area Information

Our primary line of business is the production of semi-fabricated specialty aluminum mill products, such as plate and sheet, bare and coated coils, and extruded and drawn products, primarily used in our Aero/HS Products, Packaging, GE Products, Automotive Extrusions, and Other products end markets. We operate production facilities in the United States and Canada. Our chief operating decision maker reviews and evaluates our business as a single operating segment.

The following table presents Net sales by end market applications and by timing of control transfer (in millions of dollars):


	Quarter Ended September 30,				Nine Months Ended September 30,
	2024		2023		2024		2023
Net sales:
Aero/HS Products	$	213.1	$	223.3	$	659.7	$	662.4
Packaging		319.5		312.2		930.0		1,021.1
GE Products		150.7		143.6		466.3		465.1
Automotive Extrusions		62.1		60.1		195.3		199.3
Other products		2.3		4.4		7.3		17.4
Total net sales	$	747.7	$	743.6	$	2,258.6	$	2,365.3

Timing of revenue recognition:
Products transferred at a point in time	$	580.2	$	595.7	$	1,741.4	$	1,843.1
Products transferred over time		167.5		147.9		517.2		522.2
Total net sales	$	747.7	$	743.6	$	2,258.6	$	2,365.3

The following table presents geographic information for income taxes paid (in millions of dollars):


	Quarter Ended September 30,				Nine Months Ended September 30,
	2024		2023		2024		2023
Income taxes paid:
Domestic	$	0.2	$	—	$	0.4	$	0.3
Foreign		0.3		—		2.5		0.2
Total income taxes paid	$	0.5	$	—	$	2.9	$	0.5

14. Subsequent Events

Dividend Declaration. On October 15, 2024, we announced that our Board of Directors declared a quarterly cash dividend of $0.77 per common share. As such, we expect to pay approximately $12.7 million (including dividend equivalents) on or about November 15, 2024 to stockholders of record and the holders of certain restricted stock units at the close of business on October 25, 2024.

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

Forward-Looking Statements

This Quarterly Report on Form 10-Q 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‑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, including strategic investments, capital spending strategies, cost reduction initiatives, sourcing strategies, processes and countermeasures implemented to address operational and supply chain challenges and the execution of those strategies; (ii) the execution and timing of strategic investments; (iii) general economic and business conditions, including the impact of geopolitical factors and governmental and other actions taken in response, cyclicality, reshoring, labor challenges, supply interruptions, customer disruptions, customer inventory imbalances and supply chain issues, and other conditions that impact demand drivers in the Aero/HS Products, Packaging, GE Products, Automotive Extrusions and other end markets we serve; (iv) our ability to participate in mature and anticipated new automotive programs expected to launch in the future and successfully launch new automotive programs; (v) changes or shifts in defense spending due to competing national priorities; (vi) 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 inflation, volatile commodity costs and changing economic conditions; (vii) developments in technology; (viii) the impact of our future earnings, cash flows, financial condition, capital requirements and other factors on our financial strength and flexibility; (ix) new or modified statutory or regulatory requirements; (x) the successful integration of acquired operations and technologies and (xi) stakeholders’, including regulators’ and customers’, views regarding our sustainability goals and initiatives and the impact of factors outside of our control on such goals and initiatives. This Item and Part I, Item 1A. “Risk Factors” included in our Annual Report on Form 10-K for the year ended December 31, 2023, 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 looking statements.

The following discussion and analysis of our financial condition and results of operations should be read in conjunction with Part I, Item 1. “Financial Statements” of this Report and our consolidated financial statements and related notes included in Part II, Item 8. “Financial Statements and Supplementary Data” of our Annual Report on Form 10-K for the year ended December 31, 2023.

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 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 provides 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 Conversion Revenue (defined as Net sales less the Hedged Cost of Alloyed Metal, see below in “Metal Pricing Policies” discussion), 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 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 such items. For a reconciliation of Adjusted EBITDA to Net income, see below in “Results of Operations - Selected Operational and Financial Information.” 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 predominantly from the conversion of aluminum into semi-fabricated mill products. We refer to this as “metal price neutrality.” We purchase primary, rolling ingot 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 index cost of aluminum and certain alloys through to our customers so that we remain neutral to metal pricing. However, for some of our higher margin products sold on a spot basis, competitive dynamics may limit the amount 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 risk. As a result, we can experience an adverse impact when aluminum and alloy prices increase, and a favorable impact to us when aluminum and alloy prices decline, as we and our competitors tend to defer adjusting pricing unless required by market dynamics in a declining metal cost environment. Similarly, we typically purchase scrap at a discount to the index price of aluminum which can vary depending on market dynamics and availability. As a result, we can experience an adverse impact when scrap discounts decrease and a favorable impact when scrap discounts increase. We may also enter into firm-price customer sales agreements that specify a firm underlying metal price plus a conversion price. Spot sales with lagged aluminum and alloy price pass through and firm-price sales agreements create price exposure for us, which we mitigate through hedging and related programs with an objective to remain metal price neutral. Additionally, we have certain contracts that may adjust certain alloy prices for a forward period based on an average prior period cost for such alloys. As a result, until the selling price resets, we can experience an adverse impact when alloy prices increase and a favorable impact when alloy prices decrease.

Our pricing policies and hedging program are intended to significantly reduce or eliminate the impact on our profitability of fluctuations in the underlying price of primary, rolling ingot and scrap, or recycled, aluminum, our main raw material, and certain alloys so that our earnings are predominantly associated with the conversion of aluminum to semi‑fabricated mill products. To allow users of our financial statements to consider the impact of aluminum and alloy cost on our Net sales, we disclose Net sales as well as Conversion Revenue, which is Net sales less the Hedged Cost of Alloyed Metal. As used in this discussion, “Hedged Cost of Alloyed Metal” is the cost of aluminum at the average MWTP 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 MWTP of aluminum reflects the primary aluminum supply/demand dynamics in North America. For a reconciliation of Conversion Revenue to Net sales, see below in “Results of Operations - Selected Operational and Financial Information.”

Business Overview

We manufacture and sell semi-fabricated specialty aluminum mill products for the following end market applications: (i) Aero/HS Products; (ii) Packaging; (iii) GE Products; (iv) Automotive Extrusions; and (v) Other products. Our fabricated aluminum mill products include flat-rolled (plate, sheet and 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 Trentwood, are Aero/HS Products (which we sell globally) and GE Products (which we predominantly sell within North America). The primary end market application of bare and coated aluminum coil, which are produced at Warrick, is Packaging (which we sell 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, GE Products, and Automotive Extrusions 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. Our 10 active extrusion/drawing facilities, nine of which are in the United States and one of which is in Canada, serve primarily North American demand for aerospace, general engineering, or automotive 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 machining, additive manufacturing (“3D Printing”), welding and fabrication for demanding aerospace and defense, high technology, general industrial, and automotive applications. Our consolidated Net sales for the nine months ended September 30, 2024 totaled $2,258.6 million on approximately 880.0 million pounds shipped from our facilities. We employed approximately 4,000 people at September 30, 2024.

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 75% of our shipments is sold direct to manufacturers or tier one suppliers and approximately 25% is sold to metal service centers. In our served markets, we seek to be the supplier of choice by pursuing “Best in Class” customer satisfaction driven by quality, availability, service and delivery performance. We believe 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.

Highlights for the quarter ended September 30, 2024:

•

Net sales $747.7 million; Conversion Revenue $362.0 million;

•

Net income $12.0 million; Net income per diluted share $0.74; and

•

Cash dividends and dividend equivalents of $0.77 per share or $12.7 million paid during the quarter ended September 30, 2024.

Results of Operations

Consolidated Results of Operations

Net Sales. Net sales totaled $747.7 million and $743.6 million for the quarters ended September 30, 2024 and September 30, 2023, respectively, reflecting a 7.1 million pound (2%) decrease in shipment volume and an $0.08/lb (3%) increase in average realized sales price per pound. The shipment volume decrease reflected: (i) a 4.7 million pound (7%) decrease in Aero/HS Products; (ii) a 3.5 million pound (2%) decrease in Packaging; (iii) a 1.1 million pound (52%) decrease in Other products; and (iv) a 0.4 million pound (2%) decrease in Automotive Extrusions, partially offset by a 2.6 million pound (5%) increase in GE Products. The average realized sales price per pound reflected a $0.03/lb (2%) increase in the average Hedged Cost of Alloyed Metal price per pound and a $0.05/lb (4%) increase in Conversion Revenue per pound reflecting higher pricing and improved mix. For further details, see the table below in “Selected Operational and Financial Information.”

Net sales totaled $2,258.6 million and $2,365.3 million for the nine months ended September 30, 2024 and September 30, 2023, respectively, reflecting a 32.7 million pound (4%) decrease in shipment volume and a $0.02/lb (1%) decrease in average realized sales price per pound. The shipment volume decrease reflected: (i) a 32.2 million pound (7%) decrease in Packaging; (ii) a 4.5 million pound (58%) decrease in Other products; (iii) a 1.7 million pound (1%) decrease in Aero/HS Products; and (iv) a 1.3 million pound (2%) decrease in Automotive Extrusions, partially offset by a 7.0 million pound (4%) increase in GE Products. The average realized sales price per pound reflected a $0.06/lb (4%) decrease in the average Hedged Cost of Alloyed Metal price per pound and a $0.04/lb (3%) increase in Conversion Revenue per pound reflecting higher pricing and improved mix. For further details, see the table below in “Selected Operational and Financial Information.”

COGS. COGS for the quarter ended September 30, 2024 totaled $671.8 million, or 90% of Net sales, compared to $665.2 million, or 89% of Net sales, for the quarter ended September 30, 2023. The increase of $6.6 million reflected a $0.7 million decrease in Hedged Cost of Alloyed Metal, more than offset by a $7.3 million increase in net manufacturing conversion and other costs. Of the $0.7 million decrease in Hedged Cost of Alloyed Metal, $9.2 million was due to lower shipment volume, partially offset by an $8.5 million increase in hedged metal prices (see above in our “Net Sales” discussion for further details). The $7.3 million increase in net manufacturing conversion and other costs primarily reflected: (i) a $3.3 million increase in legacy environmental costs; (ii) a $2.5 million net increase in costs primarily driven by product mix and higher energy costs; and (iii) a $1.5 million net increase in manufacturing costs, primarily attributable to a $1.8 million increase in LIFO reserve expense. For a further discussion of the comparative results of operations for the quarters ended September 30, 2024 and September 30, 2023, see below in “Selected Operational and Financial Information.”

COGS for the nine months ended September 30, 2024 totaled $2,005.2 million or 89% of Net sales, compared to $2,114.7 million, or 89% of Net sales, for the nine months ended September 30, 2023. The decrease of $109.5 million reflected a $99.6 million decrease in Hedged Cost of Alloyed Metal and a $10.0 million decrease in net manufacturing conversion and other costs. Of the $99.6 million decrease in Hedged Cost of Alloyed Metal, $54.3 million was due to lower hedged metal prices and $45.3 million was due to lower shipment volume (see above in our “Net Sales” discussion for further details). The $10.0 million decrease in net manufacturing conversion and other costs primarily reflected: (i) a $17.8 million decrease in costs associated with a reduction in pounds shipped; (ii) a $4.9 million decrease in major maintenance costs driven by timing of annual planned maintenance programs, partially offset by: (i) a $6.4 million net increase in manufacturing costs, primarily attributable to an $10.3 million increase in LIFO reserve expense, partially offset by improved metal sourcing; (ii) a $3.2 million increase in legacy environmental costs; and (iii) a $3.1 million increase in energy costs. For a further discussion of the comparative results of operations for the nine months ended September 30, 2024 and September 30, 2023, see below in “Selected Operational and Financial Information.”

Selling, General, Administrative, Research and Development (“SG&A and R&D”). SG&A and R&D expense totaled $28.8 million and $30.5 million for the quarters ended September 30, 2024 and September 30, 2023, respectively, and $93.0 million and $92.4 million for the nine months ended September 30, 2024 and September 30, 2023, respectively. The decrease during the quarter ended September 30, 2024 was primarily due to: (i) a $1.3 million decrease in legal fees and (ii) a $1.0 million decrease in consulting and

outsourced services, partially offset by a $0.5 million increase in salaries, benefits and incentive compensation. The increase for the nine months ended September 30, 2024 compared with September 30, 2023 was primarily due to a $3.2 million increase in salaries, benefits, and incentive compensation, partially offset by: (i) a $1.8 million decrease in legal fees; (ii) a $0.4 million decrease in consulting and outsourced services; and (iii) a $0.3 million decrease in other SG&A and R&D expenses.

Restructuring Costs. Restructuring costs of $0.7 million and $1.6 million for the quarters ended September 30, 2024 and September 30, 2023, respectively, and $7.6 million and $4.2 million for the nine months ended September 30, 2024 and September 30, 2023, respectively, related to our restructuring plans initiated in 2022 and 2024. See Note 4 of Notes to Interim Consolidated Financial Statements included in this Report for further information regarding the restructuring plans.

Other Operating Charges, Net. Other operating charges of $0.4 million for the nine months ended September 30, 2024 represented an impairment charge on land classified as held for sale during the quarter ended March 31, 2024.

Interest Expense. See Note 6 of Notes to Interim Consolidated Financial Statements included in this Report for a discussion of our debt and credit facilities that were in effect during the quarters and nine months ended September 30, 2024 and September 30, 2023 and interest expense capitalized as part of construction in progress.

Other Income, Net. See Note 9 of Notes to Interim Consolidated Financial Statements included in this Report for details.

Income Tax Provision. See Note 10 of Notes to Interim Consolidated Financial Statements included in this Report for disclosure regarding our income tax provision.

Selected Operational and Financial 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” of this Report. Interim results are not necessarily indicative of those for a full year.

The table below provides selected operational and financial information (in millions of dollars):


	Quarter Ended September 30,						Nine Months Ended September 30,
	2024			2023			2024			2023
Net income	$	12.0		$	5.4		$	39.7		$	39.6
Interest expense		10.7			11.4			33.3			35.4
Other income, net		(8.7	)		2.2			(19.1	)		(8.9	)
Income tax provision		3.4			0.1			11.7			8.0
Depreciation and amortization		29.0			27.2			86.8			79.9
Non-run-rate items:
Restructuring costs		0.7			1.6			7.6			4.2
Mark-to-market (gain) loss on derivative instruments1		—			(0.3	)		2.2			(0.2	)
Non-cash asset impairment charge		—			—			0.4			—
Environmental expenses2		3.3			—			3.7			—
Total non-run-rate items		4.0			1.3			13.9			4.0
Adjusted EBITDA	$	50.4		$	47.6		$	166.3		$	158.0

Mark-to-market (gain) loss on derivative instruments represents the (gain) loss on non-designated commodity hedges. Adjusted EBITDA reflects the realized impact related to these derivatives upon settlement.

Non-run-rate environmental expenses are related to legacy contingencies from activities at operating facilities prior to July 6, 2006. See Note 7 of Notes to Interim Consolidated Financial Statements included in this Report for additional information relating to the environmental expenses.

Adjusted EBITDA for the quarter ended September 30, 2024 was $2.8 million higher than Adjusted EBITDA for the quarter ended September 30, 2023, primarily driven by improved pricing and product mix. This was offset by: (i) an increase in LIFO reserve expense and (ii) an increase in energy costs. See above in “Consolidated Results of Operations” for further details.

Adjusted EBITDA for the nine months ended September 30, 2024 was $8.3 million higher than Adjusted EBITDA for the nine months ended September 30, 2023, primarily driven by improved pricing and product mix and lower major maintenance costs driven by timing of annual planned maintenance programs. This was offset by: (i) an increase in LIFO reserve expense, partially offset by improved metal sourcing and (ii) an increase in energy costs. See above in “Consolidated Results of Operations” for further details.

The following table provides our shipment and Conversion Revenue information (in millions of dollars, except shipments and Conversion Revenue per pound) by end market applications:


	Quarter Ended September 30,												Nine Months Ended September 30,
	2024						2023						2024						2023
Aero/HS Products:
Shipments (mmlbs)	59.5						64.2						184.6						186.3
	$			$ / lb			$			$ / lb			$			$ / lb			$			$ / lb
Net sales	$	213.1		$	3.58		$	223.3		$	3.48		$	659.7		$	3.57		$	662.4		$	3.56
Less: Hedged Cost of Alloyed Metal		(85.2	)		(1.43	)		(89.0	)		(1.39	)		(261.9	)		(1.42	)		(275.2	)		(1.48	)
Conversion Revenue	$	127.9		$	2.15		$	134.3		$	2.09		$	397.8		$	2.15		$	387.2		$	2.08

Packaging:
Shipments (mmlbs)	150.9						154.4						439.2						471.4
	$			$ / lb			$			$ / lb			$			$ / lb			$			$ / lb
Net sales	$	319.5		$	2.12		$	312.2		$	2.02		$	930.0		$	2.12		$	1,021.1		$	2.17
Less: Hedged Cost of Alloyed Metal		(191.1	)		(1.27	)		(194.2	)		(1.26	)		(564.7	)		(1.29	)		(636.2	)		(1.35	)
Conversion Revenue	$	128.4		$	0.85		$	118.0		$	0.76		$	365.3		$	0.83		$	384.9		$	0.82

GE Products:
Shipments (mmlbs)	55.6						53.0						173.2						166.2
	$			$ / lb			$			$ / lb			$			$ / lb			$			$ / lb
Net sales	$	150.7		$	2.71		$	143.6		$	2.71		$	466.3		$	2.69		$	465.1		$	2.80
Less: Hedged Cost of Alloyed Metal		(74.6	)		(1.34	)		(68.5	)		(1.29	)		(227.4	)		(1.31	)		(228.9	)		(1.38	)
Conversion Revenue	$	76.1		$	1.37		$	75.1		$	1.42		$	238.9		$	1.38		$	236.2		$	1.42

Automotive Extrusions:
Shipments (mmlbs)	25.2						25.6						79.8						81.1
	$			$ / lb			$			$ / lb			$			$ / lb			$			$ / lb
Net sales	$	62.1		$	2.45		$	60.1		$	2.35		$	195.3		$	2.45		$	199.3		$	2.46
Less: Hedged Cost of Alloyed Metal		(33.4	)		(1.31	)		(32.2	)		(1.26	)		(102.5	)		(1.29	)		(109.8	)		(1.36	)
Conversion Revenue	$	28.7		$	1.14		$	27.9		$	1.09		$	92.8		$	1.16		$	89.5		$	1.10

Other Products:
Shipments (mmlbs)	1.0						2.1						3.2						7.7
	$			$ / lb			$			$ / lb			$			$ / lb			$			$ / lb
Net sales	$	2.3		$	2.30		$	4.4		$	2.10		$	7.3		$	2.28		$	17.4		$	2.26
Less: Hedged Cost of Alloyed Metal		(1.4	)		(1.40	)		(2.6	)		(1.24	)		(4.3	)		(1.34	)		(10.3	)		(1.34	)
Conversion Revenue	$	0.9		$	0.90		$	1.8		$	0.86		$	3.0		$	0.94		$	7.1		$	0.92

Total:
Shipments (mmlbs)	292.2						299.3						880.0						912.7
	$			$ / lb			$			$ / lb			$			$ / lb			$			$ / lb
Net sales	$	747.7		$	2.56		$	743.6		$	2.48		$	2,258.6		$	2.57		$	2,365.3		$	2.59
Less: Hedged Cost of Alloyed Metal1		(385.7	)		(1.32	)		(386.5	)		(1.29	)		(1,160.8	)		(1.32	)		(1,260.4	)		(1.38	)
Conversion Revenue	$	362.0		$	1.24		$	357.1		$	1.19		$	1,097.8		$	1.25		$	1,104.9		$	1.21

Hedged Cost of Alloyed Metal for the quarters ended September 30, 2024 and September 30, 2023 included $383.6 million and $380.0 million, respectively, reflecting the cost of aluminum at the average MWTP and the cost of certain alloys used in the production process, as well as metal price exposure on shipments that we hedged with realized losses upon settlement of $2.1 million and $6.5 million in the quarters ended September 30, 2024 and September 30, 2023, respectively, all of which were included within both Net sales and COGS in our Statements of Consolidated Income. Hedged Cost of Alloyed Metal for the nine months ended September 30, 2024 and September 30, 2023 included $1,158.6 million and $1,245.6 million, respectively, reflecting the cost of aluminum at the average MWTP and the cost of certain alloys used in the production process, as well as metal price exposure on shipments that we hedged with realized losses upon settlement of $2.2 million and $14.8 million in the nine months ended September 30, 2024 and September 30, 2023, respectively, all of which were included within both Net sales and COGS in our Statements of Consolidated Income. See Note 5 of Notes to Consolidated Financial Statements included in this Report for the total realized loss on aluminum hedges for which we hedged the metal price exposure externally.

Outlook

We expect demand to be consistent with our previous expectations for the balance of 2024. In the Aero/HS Products end market, we remain cautious on our near-term outlook due to the timing of certain customer commercial and labor negotiations which may have a short-term impact on demand and shipments. In the Packaging end market, industry momentum and performance improvements are expected to continue as Warrick nears the completion of its fourth coating line investment, which will drive margin improvement starting in 2025. In the GE Products end market, destocking within our long products has concluded, and shipment levels are now in better alignment with end market demand. In the Automotive Extrusions end market, we maintain a positive outlook as production for light and heavy truck sport utility vehicle platforms has outpaced broader automotive production rates.

Accordingly, for the full year 2024, we expect overall conversion revenue to remain stable with growth up to 1% compared to 2023. Adjusted EBITDA margins, less the full year impact from LIFO valuation charges, are expected to improve 50 to 100 basis points compared to 2023 as we continue to implement cost reduction measures in our operations, increase manufacturing efficiencies, and execute our strategic growth initiatives.

Liquidity and Capital Resources

Summary

The following table summarizes our liquidity (in millions of dollars):


	As of September 30, 2024		As of December 31, 2023
Available cash and cash equivalents	$	45.7	$	82.4
Borrowing availability under Revolving Credit Facility, net of letters of credit1		549.2		516.7
Total liquidity	$	594.9	$	599.1

Borrowing availability under the Revolving Credit Facility was determined by a borrowing base calculated as of September 30, 2024 and December 31, 2023.

We place our cash in bank deposits with high credit quality financial institutions. See Note 12 of Notes to Interim Consolidated Financial Statements included in this Report for information regarding restricted cash at September 30, 2024.

We had no outstanding borrowings as of September 30, 2024 and December 31, 2023 under our Revolving Credit Facility. See below in “Sources of Liquidity” for a further discussion of subsequent borrowing activity. See Note 6 of Notes to Interim Consolidated Financial Statements included in this Report.

Cash Flows

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


	Nine Months Ended September 30,
	2024			2023
Total cash provided by (used in):
Operating activities	$	123.7		$	137.6
Investing activities	$	(118.6	)	$	(105.0	)
Financing activities	$	(41.8	)	$	(41.2	)

Cash provided by operating activities for the nine months ended September 30, 2024 reflected results of business activity described above in our “Consolidated Results of Operations” discussion, as well as the following working capital changes: (i) an increase in trade and other receivables, net of $33.7 million primarily due to increased metal prices and sales mix; (ii) an increase in accounts payable of $17.5 million primarily due to the timing of payments and higher metal cost; (iii) an increase in inventory of $8.7 million, excluding LIFO impact, primarily due to strong customer demand in Packaging end market; and (iv) a net decrease in other accrued liabilities and prepaid expenses and other current assets of $4.5 million due to timing and a decrease in general business activities.

Cash provided by operating activities for the nine months ended September 30, 2023 reflected results of business activity described above in our “Consolidated Results of Operations” discussion, as well as the following working capital changes: (i) a decrease in accounts payable of $53.9 million primarily due to a decrease in metal purchases and timing of payments; (ii) a decrease in inventory of $38.3 million, excluding LIFO impact, due to improved inventory management since beginning of the year; and (iii) a decrease in trade and other receivables of $11.7 million primarily due to lower shipments and a decrease in metal costs during this period.

See Statements of Consolidated Cash Flows included in this Report for further details on our cash flows from operating, investing, and financing activities for the nine months ended September 30, 2024 and September 30, 2023.

Sources of Liquidity

Our most significant sources of liquidity include available cash and cash equivalents, borrowing availability under the Revolving Credit Facility, and funds generated from operations. We believe we have sufficient liquidity to fund our operations and meet our short-term and long-term obligations.

Our Revolving Credit Facility and Senior Notes have covenants that, we believe, allow us to operate our business with limited restrictions and significant flexibility for the foreseeable future. We do not believe that the 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.

At October 21, 2024, we had no outstanding 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, 2023 for a description of our Revolving Credit Facility.

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 September 30, 2024 constituted approximately 36% of our Net sales. See Note 9 of Notes to Interim Consolidated Financial Statements included in this Report for further details with respect to these supply chain financing programs.

Material Cash Requirements

See Note 9 of Notes to Consolidated Financial Statements included in Part II, Item 8. “Financial Statements and Supplementary Data” in our Annual Report on Form 10-K for the year ended December 31, 2023 for mandatory principal and cash interest payments on the outstanding borrowings.

We do not believe that covenants in the indentures governing the 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.

Except as otherwise disclosed in this Report, there has been no material change in our material cash requirements from significant contractual obligations, commercial commitments, or off-balance sheet arrangements other than in the ordinary course of business since December 31, 2023.

Capital Expenditures and Investments

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. A significant portion of our capital spending over the past several years related to the modernization project at Trentwood, which focused on equipment upgrades throughout the process flow to reduce conversion costs, increase efficiency, and further improve our competitive cost position on all products produced at Trentwood. In addition, a significant portion of the investment also focused on modernizing legacy equipment and the process flow for thin gauge plate to achieve KaiserSelect® quality enhancements for these Aero/HS Products and GE Products. These improvements have allowed us to gain incremental manufacturing capacity to enable future sales growth. We continue spending on our previously announced capital project to add a fourth coating line at Warrick to increase our capacity for higher margin coated packaging product.

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 2024 of approximately $180.0 million to $190.0 million, the majority of which will be focused on growth initiatives, primarily reflecting investment in the fourth

coating line at Warrick. We expect to continue to deploy capital thoughtfully so that investment decisions align with demand expectations in order to maximize the earnings potential of the business and maintain financial strength and flexibility.

Capital investments will be funded using cash generated from operations, available cash and cash equivalents, 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

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. 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, including the availability of surplus and/or net profits, liquidity position, anticipated cash requirements and contractual restrictions under our Revolving Credit Facility, the indentures for our 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.

We also pay quarterly dividend equivalents to the holders of certain restricted stock units. Holders of performance shares 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 holders would have received if the number of such shares of common stock so issued had been held of record by such holders from the date of grant of such performance shares through the date of such issuance.

See our Statements of Consolidated Stockholders’ Equity and Note 14 of Notes to Interim Consolidated Financial Statements included in this Report for information regarding dividends paid during the quarters ended September 30, 2024 and September 30, 2023, and declared subsequent to September 30, 2024.

Repurchases of Common Stock

We suspended share repurchases as of March 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. At September 30, 2024, $93.1 million remained authorized and available for future repurchases of common stock under our stock repurchase program.

See our Statements of Consolidated Stockholders’ Equity included in this Report for information regarding minimum statutory tax withholding obligations arising during the quarters ended September 30, 2024 and September 30, 2023 in connection with the vesting of non‑vested shares, restricted stock units, and performance shares.

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, 2023. We discuss our critical accounting estimates in Part II, Item 7. “Management’s Discussion and Analysis of Financial Condition and Results of Operations” of our Annual Report on Form 10‑K for the year ended December 31, 2023. There have been no material changes in our critical accounting estimates and policies since December 31, 2023.

New Accounting Pronouncements

Information regarding new accounting pronouncements is included in Note 1 of our Consolidated Financial Statements in this Form 10-Q.

Availability of Information

We file Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, Proxy Statements, any amendments to those reports and statements and other information with the SEC. You may obtain the documents that we file electronically from the SEC’s website at http://www.sec.gov. Our filings with the SEC are made available free of charge on our website at http://www.kaiseraluminum.com as soon as reasonably practicable after we file or furnish the materials with the SEC. News releases, announcements of upcoming earnings calls and events in which our management participates or hosts with members of the investment community and an archive of webcasts of such earnings calls and investor events and related investor presentations, are also available on our website. Information on our website is not incorporated into this Form 10-Q unless expressly noted.

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 5 and Note 8 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 foreign currency, and also depend to a significant degree upon the volume and mix of products sold to customers. 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

During the nine months ended September 30, 2024 and September 30, 2023, settlements of derivative contracts were for 117.3 million pounds and 149.7 million pounds, respectively, of hedged shipments sold on pricing terms that created aluminum price risk for us. At September 30, 2024, we had derivative contracts with respect to approximately 31.1 million, 20.5 million and 0.2 million pounds to hedge sales to be made in the remainder of 2024, 2025 and 2026, respectively, on pricing terms that create aluminum 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/lb decrease in the LME market price of aluminum as of September 30, 2024 and December 31, 2023, with all other variables held constant, would have resulted in an unrealized mark-to-market loss of $5.2 million and $6.3 million, respectively, with corresponding changes to the net fair value of our aluminum derivative positions. Additionally, we estimate that a $0.05/lb decrease in the Midwest premium for aluminum as of September 30, 2024 and December 31, 2023, with all other variables held constant, would have resulted in an unrealized mark-to-market loss of $2.0 million and $1.4 million, respectively, with corresponding changes to the net fair value of our aluminum derivative positions.

Alloying Metals

We are exposed to the risk of fluctuating prices of certain alloying metals, especially copper, zinc, and 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 these alloys. As of September 30, 2024, we had forward swap contracts with settlement dates designed to align with the timing of scheduled purchases of zinc and copper by our manufacturing facilities. We estimate that a $0.10/lb decrease in the market price of zinc and copper as of September 30, 2024 and December 31, 2023, with all other variables held constant, would have resulted in an unrealized mark‑to‑market loss of $1.0 million and $0.8 million, respectively, with corresponding changes to the net fair value of our zinc and copper derivative positions.

Energy

We are exposed to the 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 firm-price physical delivery commitments with third parties to mitigate our risk from fluctuations in natural gas and electricity prices. We estimate that a $1.00 per mmbtu decrease in natural gas prices would have resulted in an unrealized mark-to-market loss of $3.1 million and $3.4 million as of September 30, 2024 and December 31, 2023, respectively, with corresponding changes to the net fair value of our natural gas derivative positions. We estimate that a $5.00 per Mwh decrease in electricity prices would have resulted in an unrealized mark-to-market loss of $0.1 million and $0.3 million as of September 30, 2024 and December 31, 2023, respectively, with corresponding changes to the net fair value of our electricity derivative positions.

Foreign Currency

As of September 30, 2024, we have hedged the foreign currency exchange rate risk related to certain lease transactions and equipment purchases denominated in Euros and British Pounds using forward swap contracts with settlement dates through July 2027. We estimate that a 10% decrease in the exchange rate of our hedged foreign currencies to U.S. dollars would have resulted in an unrealized mark-to-market loss of $1.2 million and $1.9 million as of September 30, 2024 and December 31, 2023, respectively, with corresponding changes to the net fair value of 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’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, 2024 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 months ended September 30, 2024 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II – OTHER INFORMATION

Item 1. Legal Proceedings

Reference is made to Part I, Item 3. “Legal Proceedings” included in our Annual Report on Form 10-K for the year ended December 31, 2023 for information concerning material legal proceedings with respect to the Company. There have been no material developments since December 31, 2023.

Item 1A. Risk Factors

Reference is made to Part I, Item 1A. “Risk Factors” included in our Annual Report on Form 10-K for the year ended December 31, 2023 for information concerning risk factors. There have been no material changes in risk factors since December 31, 2023.

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, 2024:


	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
July 1, 2024 - July 31, 2024		—	$	—		—	$	—	$	93.1
August 1, 2024 - August 31, 2024		357		70.82		—		—		93.1
September 1, 2024 - September 30, 2024		—		—		—		—		93.1
Total		357	$	70.82		—	$	—	n/a

Under our equity incentive 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.

In September 2018, our Board of Directors authorized us to repurchase an indeterminate number of shares of our common stock at an aggregate market value of up to $100.0 million. At September 30, 2024, $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.

Item 3. Defaults Upon Senior Securities

None.

Item 4. Mine Safety Disclosures

Not applicable.

Item 5. Other Information

Rule 10b5-1 Trading Arrangements. During the quarter ended September 30, 2024, no director or officer of the Company adopted, modified, or terminated a "Rule 10b5-1 trading arrangement" or "non-Rule 10b5-1 trading arrangement" as each term is defined in Item 408 of Regulation S-K.

*Item 6. Exhibits

    Exhibit

    Provided

    Incorporated by Reference

    No.

    Exhibit Description

    Herewith

    Form

    File Number

    Exhibit

    Filing Date

    10.1

    Amendment No. 4 to Credit Agreement and Loan Documents, dated as of September 25, 2024, by and among the Company and certain affiliates of the Company, as borrowers, Wells Fargo Bank, National Association, as agent for the lenders, and the lenders party thereto

    X

    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

    104

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

    X

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/ Neal E. West
	Neal E. West
	Executive Vice President and Chief Financial Officer (Principal Financial Officer)


	/s/ Vijai Narayan
	Vijai Narayan
	Vice President and Chief Accounting Officer (Principal Accounting Officer)

Date: October 24, 2024