Condensed Guarantor and Non-Guarantor Financial Information

6 Months Ended

Jun. 30, 2019

Guarantor and Non-Guarantor Financial Statement [Abstract]

Condensed Guarantor and Non-Guarantor Financial Statements

Condensed Guarantor and Non-Guarantor Financial Information

During the quarter ended June 30, 2016, we issued $375.0 million aggregate principal amount of our Senior Notes. The Senior Notes were issued by Kaiser Aluminum Corporation ("Parent") pursuant to an indenture dated May 12, 2016 ("Indenture") with Wells Fargo Bank, National Association, as trustee. The obligations of the Parent under the Indenture are guaranteed by Kaiser Aluminum Investments Company, Kaiser Aluminum Fabricated Products, LLC and Kaiser Aluminum Washington, LLC, ("Guarantor Subsidiaries"). All Guarantor Subsidiaries are 100% owned by Parent. The guarantees are full and unconditional and joint and several but have customary releases in the following situations: (i) the sale of the Guarantor Subsidiary or all of its assets; (ii) the declaration of a Guarantor Subsidiary as an unrestricted subsidiary under the Indenture; (iii) the termination or release of the Guarantor Subsidiary's guarantee of certain other indebtedness; or (iv) our exercise of legal defeasance or covenant defeasance or the discharge of our obligations under the Indenture.

The following condensed consolidating financial information as of June 30, 2019 and December 31, 2018, and for the quarters and six months ended June 30, 2019 and June 30, 2018 present: (i) the financial position, results of operations and cash flows for each of (a) Parent, (b) the Guarantor Subsidiaries on a combined basis and (c) the Non-Guarantor subsidiaries of Parent other than the Guarantor Subsidiaries ("Non-Guarantor Subsidiaries") on a combined basis; (ii) the "Consolidating Adjustments," which represent the adjustments necessary to eliminate the investments in our subsidiaries, other intercompany balances and other intercompany sales and cost of sales among Parent, the Guarantor Subsidiaries and the Non-Guarantor Subsidiaries; and (iii) the resulting totals, reflecting information for us on a consolidated basis, as reported. The condensed consolidating financial information should be read in conjunction with our consolidated financial statements herein.

The Non-Guarantor Subsidiaries include Kaiser Aluminum Mill Products, Inc., Kaiser Aluminum Canada Limited, Trochus Insurance Company, Kaiser Aluminum France, S.A.S., Kaiser Aluminum Beijing Trading Company, Imperial Machine & Tool, Co. and Solid Innovations, LLC.

CONDENSED CONSOLIDATING BALANCE SHEET

(In millions of dollars)

June 30, 2019

	Parent		Guarantor Subsidiaries		Non-Guarantor Subsidiaries		Consolidating Adjustments			Consolidated
ASSETS
Current assets:
Cash and cash equivalents	$	—	$	120.8	$	1.6	$	—		$	122.4
Short-term investments	—		24.4		—		—			24.4
Receivables:
Trade receivables, net	—		173.0		5.1		—			178.1
Intercompany loans receivable	74.0		0.5		4.5		(79.0		)	—
Other	—		24.2		0.9		—			25.1
Contract assets	—		44.8		2.1		—			46.9
Inventories	—		216.3		14.8		—			231.1
Prepaid expenses and other current assets	—		21.1		0.6		—			21.7
Total current assets	74.0		625.1		29.6		(79.0		)	649.7
Investments in and advances to subsidiaries	1,047.7		95.2		0.2		(1,143.1		)	—
Property, plant and equipment, net	—		579.8		34.0		—			613.8
Operating lease assets	—		26.8		—		—			26.8
Long-term intercompany loans receivable	—		—		10.4		(10.4		)	—
Deferred tax assets, net	—		12.4		—		3.1			15.5
Intangible assets, net	—		22.9		8.1		—			31.0
Goodwill	—		18.8		25.2		—			44.0
Other assets	—		41.3		—		—			41.3
Total	$	1,121.7	$	1,422.3	$	107.5	$	(1,229.4	)	$	1,422.1
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable	$	1.7	$	95.1	$	4.5	$	—		$	101.3
Intercompany loans payable	—		78.8		0.2		(79.0		)	—
Accrued salaries, wages and related expenses	—		28.7		1.7		—			30.4
Other accrued liabilities	2.8		46.7		0.8		(3.1		)	47.2
Total current liabilities	4.5		249.3		7.2		(82.1		)	178.9
Long-term portion of operating lease liabilities	—		26.0		—		—			26.0
Net liabilities of Salaried VEBA	—		32.6		—		—			32.6
Deferred tax liabilities	—		—		4.2		—			4.2
Long-term intercompany loans payable	—		10.4		—		(10.4		)	—
Long-term liabilities	—		59.7		3.5		—			63.2
Long-term debt	370.9		—		—		—			370.9
Total liabilities	375.4		378.0		14.9		(92.5		)	675.8
Total stockholders' equity	746.3		1,044.3		92.6		(1,136.9		)	746.3
Total	$	1,121.7	$	1,422.3	$	107.5	$	(1,229.4	)	$	1,422.1

CONDENSED CONSOLIDATING BALANCE SHEET

(In millions of dollars)

December 31, 2018

	Parent		Guarantor Subsidiaries		Non-Guarantor Subsidiaries		Consolidating Adjustments			Consolidated
ASSETS
Current assets:
Cash and cash equivalents	$	—	$	122.6	$	3.0	$	—		$	125.6
Short-term investments	—		36.7		—		—			36.7
Receivables:
Trade receivables, net	—		174.0		5.8		—			179.8
Intercompany receivables	143.7		0.1		4.3		(148.1		)	—
Other	—		23.3		2.3		—			25.6
Contract assets	—		52.0		2.9		—			54.9
Inventories	—		203.0		12.1		—			215.1
Prepaid expenses and other current assets	0.1		18.4		0.4		—			18.9
Total current assets	143.8		630.1		30.8		(148.1		)	656.6
Investments in and advances to subsidiaries	974.7		94.9		0.2		(1,069.8		)	—
Property, plant and equipment, net	—		577.4		34.4		—			611.8
Long-term intercompany receivables	—		—		9.8		(9.8		)	—
Deferred tax assets, net	—		32.9		—		3.0			35.9
Intangible assets, net	—		23.6		8.8		—			32.4
Goodwill	—		18.8		25.2		—			44.0
Other assets	—		38.6		—		—			38.6
Total	$	1,118.5	$	1,416.3	$	109.2	$	(1,224.7	)	$	1,419.3
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable	$	4.9	$	109.6	$	6.9	$	—		$	121.4
Intercompany payable	—		148.0		0.1		(148.1		)	—
Accrued salaries, wages and related expenses	—		38.3		1.8		—			40.1
Other accrued liabilities	2.8		46.7		0.8		(6.3		)	44.0
Total current liabilities	7.7		342.6		9.6		(154.4		)	205.5
Net liabilities of Salaried VEBA	—		32.4		—		—			32.4
Deferred tax liabilities	—		—		4.2		—			4.2
Long-term intercompany payable	—		9.8		—		(9.8		)	—
Long-term liabilities	—		63.3		3.1		—			66.4
Long-term debt	370.4		—		—		—			370.4
Total liabilities	378.1		448.1		16.9		(164.2		)	678.9
Total stockholders' equity	740.4		968.2		92.3		(1,060.5		)	740.4
Total	$	1,118.5	$	1,416.3	$	109.2	$	(1,224.7	)	$	1,419.3

CONDENSED CONSOLIDATING STATEMENT OF COMPREHENSIVE INCOME

(In millions of dollars)

Quarter Ended June 30, 2019

	Parent			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Consolidating Adjustments			Consolidated
Net sales	$	—		$	366.9		$	23.7		$	(15.3	)	$	375.3
Costs and expenses:
Cost of products sold, excluding depreciation and amortization and other items	—			296.0			22.5			(15.0		)	303.5
Depreciation and amortization	—			11.1			1.0			—			12.1
Selling, general, administrative, research and development	1.4			25.6			0.5			(0.3		)	27.2
Other operating charges, net	—			0.1			—			—			0.1
Total costs and expenses	1.4			332.8			24.0			(15.3		)	342.9
Operating (loss) income	(1.4		)	34.1			(0.3		)	—			32.4
Other (expense) income:
Interest expense	(5.4		)	(0.5		)	—			0.1			(5.8		)
Other (expense) income, net	—			(0.1		)	0.1			(0.1		)	(0.1		)
(Loss) income before income taxes	(6.8		)	33.5			(0.2		)	—			26.5
Income tax provision	—			(9.0		)	—			1.7			(7.3		)
Earnings (loss) in equity of subsidiaries	26.0			(0.2		)	—			(25.8		)	—
Net income (loss)	$	19.2		$	24.3		$	(0.2	)	$	(24.1	)	$	19.2
Comprehensive income (loss)	$	16.0		$	21.1		$	(0.2	)	$	(20.9	)	$	16.0

CONDENSED CONSOLIDATING STATEMENT OF COMPREHENSIVE INCOME

(In millions of dollars)

Quarter Ended June 30, 2018

	Parent			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Consolidating Adjustments			Consolidated
Net sales	$	—		$	404.7		$	37.1		$	(26.4	)	$	415.4
Costs and expenses:
Cost of products sold, excluding depreciation and amortization and other items	—			335.6			32.9			(25.1		)	343.4
Depreciation and amortization	—			10.4			0.5			—			10.9
Selling, general, administrative, research and development	1.6			23.7			2.3			(1.2		)	26.4
Total costs and expenses	1.6			369.7			35.7			(26.3		)	380.7
Operating (loss) income	(1.6		)	35.0			1.4			(0.1		)	34.7
Other (expense) income:
Interest expense	(5.3		)	(0.6		)	—			0.2			(5.7		)
Other expense, net	—			(0.3		)	—			(0.2		)	(0.5		)
(Loss) income before income taxes	(6.9		)	34.1			1.4			(0.1		)	28.5
Income tax provision	—			(9.2		)	(0.3		)	1.7			(7.8		)
Earnings in equity of subsidiaries	27.6			1.1			—			(28.7		)	—
Net income	$	20.7		$	26.0		$	1.1		$	(27.1	)	$	20.7
Comprehensive income	$	27.1		$	32.4		$	1.1		$	(33.5	)	$	27.1

CONDENSED CONSOLIDATING STATEMENT OF COMPREHENSIVE INCOME

(In millions of dollars)

Six Months Ended June 30, 2019

	Parent			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Consolidating Adjustments			Consolidated
Net sales	$	—		$	752.6		$	52.6		$	(34.7	)	$	770.5
Costs and expenses:
Cost of products sold, excluding depreciation and amortization and other items	—			605.0			47.5			(33.9		)	618.6
Depreciation and amortization	—			22.0			2.0			—			24.0
Selling, general, administrative, research and development	2.5			47.8			2.9			(0.8		)	52.4
Other operating charges, net	—			0.1			—			—			0.1
Total costs and expenses	2.5			674.9			52.4			(34.7		)	695.1
Operating (loss) income	(2.5		)	77.7			0.2			—			75.4
Other (expense) income:
Interest expense	(10.6		)	(1.1		)	—			0.2			(11.5		)
Other income, net	—			0.2			0.4			(0.2		)	0.4
(Loss) income before income taxes	(13.1		)	76.8			0.6			—			64.3
Income tax provision	—			(20.0		)	(0.3		)	3.2			(17.1		)
Earnings in equity of subsidiaries	60.3			0.3			—			(60.6		)	—
Net income	$	47.2		$	57.1		$	0.3		$	(57.4	)	$	47.2
Comprehensive income	$	53.7		$	63.6		$	0.3		$	(63.9	)	$	53.7

CONDENSED CONSOLIDATING STATEMENT OF COMPREHENSIVE INCOME

(In millions of dollars)

Six Months Ended June 30, 2018

	Parent			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Consolidating Adjustments			Consolidated
Net sales	$	—		$	782.6		$	69.6		$	(48.8	)	$	803.4
Costs and expenses:
Cost of products sold, excluding depreciation and amortization and other items	—			645.0			62.0			(46.9		)	660.1
Depreciation and amortization	—			20.3			1.1			—			21.4
Selling, general, administrative, research and development	2.7			45.0			4.2			(1.9		)	50.0
Other operating charges, net	—			0.1			—			—			0.1
Total costs and expenses	2.7			710.4			67.3			(48.8		)	731.6
Operating (loss) income	(2.7		)	72.2			2.3			—			71.8
Other (expense) income:
Interest expense	(10.5		)	(1.1		)	—			0.3			(11.3		)
Other (expense) income, net	—			(0.2		)	0.1			(0.3		)	(0.4		)
(Loss) income before income taxes	(13.2		)	70.9			2.4			—			60.1
Income tax provision	—			(16.3		)	(0.6		)	3.2			(13.7		)
Earnings in equity of subsidiaries	59.6			1.8			—			(61.4		)	—
Net income	$	46.4		$	56.4		$	1.8		$	(58.2	)	$	46.4
Comprehensive income	$	44.5		$	54.5		$	1.8		$	(56.3	)	$	44.5

CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS

(In millions of dollars)

Six Months Ended June 30, 2019

	Parent			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Consolidating Adjustments			Consolidated
Cash flows from operating activities:
Net cash (used in) provided by operating activities	$	(14.8	)	$	85.0		$	0.3		$	—		$	70.5
Cash flows from investing activities:
Capital expenditures	—			(29.0		)	(0.9		)	—			(29.9		)
Purchase of available for sale securities	—			(33.0		)	—			—			(33.0		)
Purchase of equity securities	—			(0.7		)	—			—			(0.7		)
Proceeds from disposition of available for sale securities	—			45.7			—			—			45.7
Proceeds from disposal of property, plant and equipment	—			0.2			—			—			0.2
Intercompany loans receivable	69.7			(0.4		)	(0.8		)	(68.5		)	—
Net cash provided by (used in) investing activities	69.7			(17.2		)	(1.7		)	(68.5		)	(17.7		)
Cash flows from financing activities:
Repayment of finance lease	—			(0.6		)	—			—			(0.6		)
Cancellation of shares to cover employees' tax withholdings upon vesting of non-vested shares	(6.2		)	—			—			—			(6.2		)
Repurchase of common stock	(28.6		)	—			—			—			(28.6		)
Cash dividends and dividend equivalents paid	(20.1		)	—			—			—			(20.1		)
Intercompany loans payable	—			(68.6		)	0.1			68.5			—
Net cash (used in) provided by financing activities	(54.9		)	(69.2		)	0.1			68.5			(55.5		)
Net decrease in cash, cash equivalents and restricted cash during the period	—			(1.4		)	(1.3		)	—			(2.7		)
Cash, cash equivalents and restricted cash at beginning of period	—			136.3			3.3			—			139.6
Cash, cash equivalents and restricted cash at end of period	$	—		$	134.9		$	2.0		$	—		$	136.9

CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS

(In millions of dollars)

Six Months Ended June 30, 2018

	Parent			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Consolidating Adjustments			Consolidated
Cash flows from operating activities:
Net cash provided by (used in) operating activities	$	87.9		$	96.3		$	(0.2	)	$	(100.0	)	$	84.0
Cash flows from investing activities:
Capital expenditures	—			(35.2		)	(0.6		)	—			(35.8		)
Purchase of available for sale securities	—			(24.0		)	—			—			(24.0		)
Purchase of equity securities	—			(0.9		)	—			—			(0.9		)
Proceeds from disposition of available for sale securities	—			136.6			—			—			136.6
Intercompany loans receivable	(42.8		)	—			1.1			41.7			—
Net cash (used in) provided by investing activities	(42.8		)	76.5			0.5			41.7			75.9
Cash flows from financing activities:
Repayment of finance lease	—			(0.3		)	—			—			(0.3		)
Cancellation of shares to cover employees' tax withholdings upon vesting of non-vested shares	(6.9		)	—			—			—			(6.9		)
Repurchase of common stock	(18.9		)	—			—			—			(18.9		)
Cash dividends paid to Parent	—			(100.0		)	—			100.0			—
Cash dividends and dividend equivalents paid	(19.3		)	—			—			—			(19.3		)
Intercompany loans payable	—			41.7			—			(41.7		)	—
Net cash used in financing activities	(45.1		)	(58.6		)	—			58.3			(45.4		)
Net increase in cash, cash equivalents and restricted cash during the period	—			114.2			0.3			—			114.5
Cash, cash equivalents and restricted cash at beginning of period	—			61.3			3.0			—			64.3
Cash, cash equivalents and restricted cash at end of period	$	—		$	175.5		$	3.3		$	—		$	178.8