KALU 10-K & 10-Q changes, risk factors and insider trading
Kaiser Aluminum Corp. · Nasdaq · Rolling Drawing & Extruding Of Nonferrous Metals · CIK 811596 · All filings on SEC.gov
At a glance
What changed in the latest 10-K
Risk Factors
New heading “We rely on third parties to provide certain services that are critical to our operation.”
Removed heading “Aluminum beverage and food packaging products are subject to competition from substitute products and decreases in demand, which could result in lower profits and reduced cash flows.”
Removed heading “We are a holding company and depend on our subsidiaries for cash to meet our obligations and pay any dividends.”
Largest changes
“Aluminum beverage and food packaging products are subject to competition from substitute products and decreases in demand, which could result in lower profits and reduced cash flows.”see in full comparison
Our largest inputs to produce fabricated aluminum products are primary aluminum and recycled scrap aluminum. Primary aluminum pricing fluctuates in response to global supply and demand and also reflects the impact ofsee in full comparisondutiesduties, tariffs, andtariffssanctions imposed by the United States and certain other countries. The timing and magnitude of changes in market pricing for primary aluminum are largely unpredictable. Our pricing structures for fabricated aluminum products generally allow us to pass fluctuations in the price of primary aluminum through to our customers so that we can minimize our exposure to metal price risk.However,Metal Price Lag resulting from decreases in the price of primary aluminum could have an adverse effect on our financial position and results of operations. In addition, competitive dynamics for certain of our high margin products may limit the amount or delay the timing of selling price increases on our products to recover our increased aluminum costs, resulting in a time lag during which we may be partially exposed to metal price risk. Changes in trading restrictions for certain origins may also increase volatility in regional premiums and physical availability. If these events were to occur, they could have an adverse effect on our financial position, results of operations and cash flows. In addition, if the market price for primary aluminum were to remain high for an extended period of time, the corresponding increase in our selling price for our fabricated products may cause some of our customers to switch to other materials in lieu of our products, causing sales of our fabricated aluminum products to decrease, which could adversely affect our financial position, results of operations, and cash flows.
“We depend on various third-party suppliers and service providers for key inputs, transportation, logistics, maintenance, utilities, and other operational support. Our ability to operate efficiently relies on these parties performing their obligations in a timely, consistent, and cost-effective manner. Disruptions can arise from labor shortages, labor disputes, capacity constraints, financial difficulties, supply chain interruptions, or a provider’s inability or unwillingness to meet agreed-upon standards. …”see in full comparison
“We are a holding company and depend on our subsidiaries for cash to meet our obligations and pay any dividends.”see in full comparison
“We rely on third parties to provide certain services that are critical to our operation.”see in full comparison
“Furthermore, aluminum coil produced for demanding end market applications in the beverage and food packaging industry in North America is subject to substantial competition from producers of alternative packaging made from glass, paper, flexible materials, plastic and organic or compostable materials, which may compare favorably to aluminum with respect to preservation of food and beverage quality, cost, and/or sustainability. …”see in full comparison
Full comparison: every changed paragraph (49)
Recent macroeconomicMacroeconomic factors including labor shortages, supply chain disruptions, inflation and recession risks have adversely affected our business, and could cause additional downturns in the aerospace, packaging, automotive, and ground transportation industries, which would further adversely affect our business and the business of our customers.
We derive a significant portion of our revenue from products sold to the aerospace, defense, packaging, automotiveautomotive, semi-conductor and ground transportation industries. Macroeconomic factors include, but are not limited to: (i) labor shortages or disputes; (ii) disruptions to supply chains; (iii) other interruptions of international and regional commerce; (iv) inflation; (v) higher interest rates; and (vi) recession risks. Moreover, because new automotive vehicle demand is tied closely to overall economic strength, economic uncertainty, increasing interest rates and/or increased unemployment could lead to weak demand for, or lower production of, new cars, light trucks, SUVs, and heavy-duty vehicles and trailers, which could adversely affect demand for our products. Additional adverse macroeconomic developments may lead to reduced demand for our products, which could adversely affect our financial position, results of operations, and cash flows.
We compete with others in the semi-fabricated products segment of the aluminum industry based upon quality, availability, price, customer service, and delivery performance. Some of our competitors are substantially larger than we are, have greater financial resources than we do, operate more facilities than we do, are geographically closer to our customers than we are, employ more efficient or advanced technologies than we do, or have other strategic advantages. New parties may become capable of manufacturing similar products and qualifying them with our customers, which could lead to further competitive pressure. Competitors’ facilities located in certain other countries may have a manufacturing cost advantage compared to our facilities, which are located in the United States and Canada. Such foreign competitors may sell products similar to our products at lower prices as a result of having lower manufacturing costs or due to currency exchange rates that periodically favor foreign competition. Some foreign competitors may also dump their products in the United States and Canada in violation of existing trade laws.laws, and new or expanded antidumping and countervailing duty orders on aluminum products may alter competitive dynamics, supply availability, and input costs. We may not be able to compete by differentiating ourselves based on the quality, availability and delivery of our products or our customer service. Additionally, we may not be able to reduce our cost structure and our selling prices to be competitive with others, and tariffs introduced to protect manufacturers in the United States from foreign price competition may not be fully effective or could disrupt supply chains or otherwise increase our costs. Increased competition could cause a reduction in demand for our products and our shipment volumes, our product pricing, or both shipment volumes and product pricing, which could have an adverse effect on our financial position, results of operations, and cash flows.
Most of our products undergo further fabrication by other parties before being deployed in their end uses. In particular, our Aero/HS productsProducts undergo numerous stages of further fabrication or assembly by a number of parties in the supply chain, often over the course of many months. The lead time from when we sell our Aero/HS productProducts to when the finished productproducts isare installed on an aircraft often exceedsexceed a year. Due to this long lead time, demand for our products may increase prior to demand for our customers’ products or may decrease when our customers experience or anticipate softening demand for their products. Our customers typically respond to reduced demand for their products by depleting their inventory until their inventory falls to a new desired level. This causes a greater reduction in demand for our products than our customers experience for their products. Further, the reduction in demand for our products can be exacerbated if our customers’ inventory levels had been higher than normal, if production is delayed for specific commercial airframe models,models or subject to production caps, if our customers previously had purchased products from us at committed sales contract volumes that exceeded their actual need or for other reasons. The amplified reduction in demand for our products while our customers consume their inventory to meet their business needs (destocking) may adversely affect our financial position, results of operations, and cash flows.
Our products compete with other materials for use in various customer applications. For instance, the commercial aerospace industry has used and continues to evaluate the further use of titanium, composites, and carbon fiber materials as alternatives to aluminum to reduce aircraft weight and increase fuel efficiency. Additionally, while the automotive industry has continued to increase the use of aluminum in vehicle production to reduce vehicle weight and increase fuel efficiency, manufacturers may revert to steel or other materials for certain applications and rely on improved drivetrain technology, more efficient engines, aerodynamics, or other measures to achieve fuel efficiency goals. Finally, the packaging industry has used and continues to use steel, tin, plastics, glass, and paperboard as alternatives to aluminum for packaging and delivery of food and beverages. The packaging industry is heavily influenced by cost and recyclability of the packaging material. The willingness of customers to use materials other than aluminum could adversely affect the demand for our products, particularly our Aero/HS products, Packaging, and Automotive Extrusions, and thus could adversely affect our financial position, results of operations, and cash flows.
Furthermore, aluminum coil produced for demanding end market applications in the beverage and food packaging industry in North America is subject to substantial competition from producers of alternative packaging made from glass, paper, flexible materials, plastic and organic or compostable materials, which may compare favorably to aluminum with respect to preservation of food and beverage quality, cost, and/or sustainability. Changes in the volume of sales by our customers in the food and beverage markets and preferences for products and packaging by consumers of prepackaged food and beverage cans may significantly influence our sales. Changes in packaging preferences by our customers may require us to re-tool manufacturing operations, which could require material expenditures. In addition, a decrease in the costs of, or a further increase in consumer demand for, alternative packaging could result in lower profits and reduced cash flows for us. For example, increases in the price of aluminum and decreases in the price of plastic resin, which is a petrochemical product and may fluctuate with prices in the oil and gas market, may increase substitution of plastic food and beverage containers for metal containers. Moreover, due to the associated high percentage of fixed costs, we may be unable to maintain the gross margin of aluminum packaging products at past levels if we are not able to achieve high-capacity utilization rates for our production equipment. In periods of low demand for aluminum packaging products or in situations where industry expansion created excess capacity, we may experience relatively low-capacity utilization rates, which can lead to reduced margins during that period and can have an adverse effect on our business. The willingness of customers to use materials other than aluminum could adversely affect the demand for our products, particularly our Aero/HS Products, Packaging, and Automotive Extrusions, and thus could adversely affect our financial position, results of operations, and cash flows.
Our customers may reduce their demand for our products ifas a result of the government relaxesrelaxing or delaying fuel efficiency or emissions standards or if oil prices remain low for a protracted period of time.
Efficient use of fossil fuels partially drives demand for aluminum in transportation applications. The U.S. Environmental Protection Agency, other federal regulatory agencies, and regulatory agencies of certain states have generallyin the past sought to limit growth of fossil fuel usage by establishing stricter fuel efficiency and greenhouse-gas emissions standards. In addition, newly elected and/or changingChanging administrations couldhave acceleratein effortsthe to not only limit, but reduce, fossil fuel usagepast and carboncould emissionsin beyondthe what may be technologically possible for certain products and manufacturing processes and/orfuture revisit or reverse the environmental agendas of previous administrations with respect to previously established fuel efficiency and emissions standards. AAny relaxationrelaxations or delays of fuel efficiencythese standards by the regulatory agencies or an extended period of low or moderate oil prices could reduce demand for newnew, more efficient aircraft and automobiles, which could adversely affect the demand for our products and have an adverse effect on our financial position, results of operations, and cash flows. Conversely, changing administrations could accelerate efforts to not only limit, but reduce, fossil fuel usage and carbon emissions beyond what may be technologically possible for certain products and manufacturing processes, which may also reduce demand for our products or our ability to manufacture them.
We derive a significant portion of our revenue from products sold to the aerospace industry. Notwithstanding a secular growth trend spanning nearly two decades,decades or more, the aerospace industry is highly cyclical and furthermore,also is subject to disruption. Numerous factors, including those that influence demand for new commercial aircraft, could result in cancellations or deferrals of aircraft orders and a global decrease in new commercial aircraft deliveries. These factors include but are not limited to: (i) declines or reduced growth trends in global travel and airline passenger traffic; (ii) the rate of replacement of older aircraft with more fuel efficient aircraft; (iii) changing airline strategies affecting preferences for single-aisle aircraft models as opposed to twin-aisle or jumbo aircraft models; (iv) airline industry profitability; (v) the state of regional and global economies; (vi) concerns regarding terrorism or the threat of terrorism; (vii) concerns regarding new pandemics of infectious disease; (viii) labor disputes involving airline or aerospace manufacturers; (ix) regulatory actions impacting production rates at certain airframe manufacturers; and (ixx) safety concerns with newly introduced and existing aircraft. Despite existing backlogs, adverse developments in any one or more of these influencing factors may lead to reduced demand for new aircraft that utilize our products, which could adversely affect our financial position, results of operations, and cash flows.
Our products are used in a wide variety of military applications, including military aircraft, armored vehicles, and ordnance. Certain military programs are used by the U.S. armed forces, as well as by the defense forces of our allied foreign powers. Military programs that currently use or in the future could use our products may be subject to changes in military strategy and government priorities. Further, while many of the U.S. government programs span several years, they are often funded annually, and funding is generally subject to congressional appropriations and may be subject to delays or other reduction efforts. When U.S. and foreign allied governments are faced with competing national priorities, such as addressing financial or spending crises or public health emergencies, there can be significant pressure to reduce defense spending, which could reduce the demand for our products and adversely affect our financial position, results of operations, and cash flows.
The demand for our Automotive Extrusions and many of our generalGE engineeringProducts and other industrial products is dependent on the production of cars, light trucks, SUVs, and heavy-duty vehicles and trailers in North America. The automotive industry is highly cyclical, as new vehicle demand is dependent on consumer spending and is tied closely to the overall strength of the North American economy. Even with the automotive industry’s growing use of aluminum to reduce vehicle weight, weak demand for, or lower production of, new cars, light trucks, SUVs, and heavy duty vehicles and trailerstrailers, as well as pricing pressures or changing consumer attitudes, supply change disruptions or model mix shifts could adversely affect the demand for our products and have an adverse effect on our financial position, results of operations, and cash flows.
Sensitivity to fuel prices, an increased preference for environmentally friendly alternatives and other consumer preferences can influence consumer demand for motor vehicles that have a higher content of the aluminum Automotive Extrusions that we supply. The loss of business with respect to, or a lack of commercial success of, one or more particular vehicle models or brands for which we are a significant supplier could have an adverse impact on our financial position, results of operations, and cash flows.
Aluminum beverage and food packaging products are subject to competition from substitute products and decreases in demand, which could result in lower profits and reduced cash flows.
Aluminum coil produced for demanding end market applications in the beverage and food packaging industry in North America are subject to substantial competition from producers of alternative packaging made from glass, paper, flexible materials, plastic and organic or compostable materials, which may compare favorably to aluminum with respect to preservation of food and beverage quality, cost, and/or sustainability. Changes in the volume of sales by our customers in the food and beverage markets and preferences for products and packaging by consumers of prepackaged food and beverage cans may significantly influence our sales. Changes in packaging preferences by our customers may require us to re-tool manufacturing operations, which could require material expenditures. In addition, a decrease in the costs of, or a further increase in consumer demand for, alternative packaging could result in lower profits and reduced cash flows for us. For example, increases in the price of aluminum and decreases in the price of plastic resin, which is a petrochemical product and may fluctuate with prices in the oil and gas market, may increase substitution of plastic food and beverage containers for metal containers. Moreover, due to the associated high percentage of fixed costs, we may be unable to maintain the gross margin of aluminum packaging products at past levels if we are not able to achieve high-capacity utilization rates for our production equipment. In periods of low demand for aluminum packaging products or in situations where industry expansion created excess capacity, we may experience relatively low-capacity utilization rates, which can lead to reduced margins during that period and can have an adverse effect on our business.
We import primary aluminum and certain alloy metals from, and manufacture fabricatedsemi-fabricated products used in, foreign countries. Our financial position, results of operations and cash flows could be adversely affected by numerous factors in the politically and economically diverse jurisdictions: (i) from which our input materials are sourced; (ii) in which we operate; (iii) in which our customers operate; or (iv) in which our products are consumed or further fabricated. Such factors include but are not limited to:
the implementation of other restrictions on supply chains in connection with global health pandemics or geopolitical disruptions to major shipping routes;
acts or threats of warwar, terrorism or terrorismviolent suppression;
sanctions, including those in response to acts or threats of warwar, terrorism or terrorismviolent suppression;
The production of aluminum products is subject to unplanned events such as explosions, fires, inclement weather, natural disasters, accidents, equipment failures, labor disruptions, transportation interruptions, public utilities interruptions, cyber incidents affecting operational technology, and supply chain interruptions. Operational interruptions could significantly curtail the production capacity of a facility for a period of time. WeAlthough we have redundant capacity and capability to produce many of our extruded products within our manufacturing platform to mitigate our business risk from such interruptions, but interruptions at Trentwood where our production of plate and sheet is concentrated or at Warrick where our production of packaging material is concentrated, could significantly compromise our ability to meet the needs of our customers. Delayed delivery of our products to customers who require on-time delivery from us may cause customers to purchase alternative products at a higher cost, reschedule their own production, or incur other incremental costs. Customers may be able to pursue financial claims against us for their incremental costs, and we may incur costs to correct such problems in addition to any liability resulting from such claims. Interruptions may also harm our reputation among actual and potential customers, potentially resulting in a loss of business. To the extent these losses are not covered by insurance, our financial position, results of operations, and cash flows could be adversely affected by such events.
We rely on third parties to provide certain services that are critical to our operation.
We depend on various third-party suppliers and service providers for key inputs, transportation, logistics, maintenance, utilities, and other operational support. Our ability to operate efficiently relies on these parties performing their obligations in a timely, consistent, and cost-effective manner. Disruptions can arise from labor shortages, labor disputes, capacity constraints, financial difficulties, supply chain interruptions, or a provider’s inability or unwillingness to meet agreed-upon standards. In addition, delays or failures by third parties to deliver goods or services essential to our production processes could require us to incur additional costs, seek alternative suppliers, or reduce or halt certain operations. Any such disruption could adversely affect our business, financial condition, and results of operations.
We arerely dependent uponon Alcoa Corporation (“Alcoa”) for certain resources essential to the day-to-day operation of our business at Warrick.
We arerely dependent uponon Alcoa for certain resources required forto thesupport day-to-daydaily operation of our businessoperations at Warrick, which include “support services” such as the provision ofincluding potable waterwater. andIf certainAlcoa environmental services. In orderwere to transition Warrick from dependence upon the support services to independence as a facility with its own self-sufficient infrastructure, Alcoa has agreed to pay for the development of infrastructure necessary for Warrick to obtain electricity from a third-party power supplier, subject to certain conditions. Although some of these assets have been developed and the Company has taken possession of certain assets from Alcoa, a failure by Alcoafail to provide supportthese servicesresources, or transition services upon the terms agreed to, including quality and performance standards,we could cause us to incur substantial costs to keep the Warrick rolling mill operational or result in the temporary or permanent shutdown of Warrick’s operations. In the event that productionWarrick’s ofoperations Warrick isare negatively impacted by Alcoa’s failure to provide supportcertain oressential transition services,resources, our operations, business, financial condition, and results of operations could be adversely affected.
Our largest inputs to produce fabricated aluminum products are primary aluminum and recycled scrap aluminum. Primary aluminum pricing fluctuates in response to global supply and demand and also reflects the impact of dutiesduties, tariffs, and tariffssanctions imposed by the United States and certain other countries. The timing and magnitude of changes in market pricing for primary aluminum are largely unpredictable. Our pricing structures for fabricated aluminum products generally allow us to pass fluctuations in the price of primary aluminum through to our customers so that we can minimize our exposure to metal price risk. However,Metal Price Lag resulting from decreases in the price of primary aluminum could have an adverse effect on our financial position and results of operations. In addition, competitive dynamics for certain of our high margin products may limit the amount or delay the timing of selling price increases on our products to recover our increased aluminum costs, resulting in a time lag during which we may be partially exposed to metal price risk. Changes in trading restrictions for certain origins may also increase volatility in regional premiums and physical availability. If these events were to occur, they could have an adverse effect on our financial position, results of operations and cash flows. In addition, if the market price for primary aluminum were to remain high for an extended period of time, the corresponding increase in our selling price for our fabricated products may cause some of our customers to switch to other materials in lieu of our products, causing sales of our fabricated aluminum products to decrease, which could adversely affect our financial position, results of operations, and cash flows.
We use certain alloying metals, such as copper, zinc, magnesium, and silicon, in our operations in order to achieve the required performance properties in our products. The availability of these alloys in some cases has been and, in the future, may be restricted due to limited suppliers, government regulations, import and export controls, energy, supply chain disruptions, and/or general demand dynamics. When sudden restrictions of these materials occur, we have been and in the future may be subject to rapid price increases and limited supplies, either of which could have an adverse effect on our financial position, results of operations and cash flows.
ReducedVolatility pricing forin aluminum prices can reduceimpact our borrowing availability and cause our liquidity to decline.
Lower aluminum prices reduce the market value of our inventory and generally cause a reduction in our accounts receivable as we pass through a lower underlying aluminum price to our customers. Because the amount we can borrow under our Revolving Credit Facility is determined by the value of our receivables and inventory, which serve as collateral for the facility, a reduction in aluminum prices can reduce our borrowing availability and our liquidity, which could have an adverse effect on our financial position, results of operations, and cash flows. Conversely, rapid increases in aluminum prices can create short-term liquidity pressure as working capital needs rise before related customer collections. During these periods, borrowing availability may not increase at the same pace, which can temporarily constrain liquidity.
We use forward contracts to protect against fluctuations in commodity prices and currency exchange rate risks. The effectiveness of these hedges depends, in part, on our ability to accurately forecast future product demand and related cash flow. Due to the impacts of supply chain disruptions, geopolitical activity, general economic conditions, exchange trading restrictions and sanctions affecting metals markets, and other factors, the businesses of our customers are subject to many uncertainties and, as a result, we have experienced, and may continue to experience, unanticipated volatility in product demand and related cash flows. When we experience such volatility or are otherwise unable to make accurate predictions with respect to our forward swaps designated as cash flow hedges, such hedging activities may become ineffective. The early settlement, reclassification of cumulative losses and/or the periodic adjustment to fair value through Net income (loss) associated with ineffective hedging activities could have a material negative impact on our financial position, results of operations, and cash flows.
Our Revolving Credit Facility and the indentures governing our outstanding Senior Notes contain a number of restrictive covenants that impose operating and financial restrictions on us and may limit our ability to engage in acts that may be in our long-term best interest, including restrictions on our ability to:
A breach of the covenants or restrictions under our Revolving Credit Facility or under the indentures governing the outstanding Senior Notes could result in an event of default under the applicable indebtedness. Such a default may allow the creditors to accelerate the related debt. A payment default or an acceleration following an event of default under our Revolving Credit Facility or our indentures for our outstanding Senior Notes could trigger an event of default under the other indebtedness obligation, as well as any other debt to which a cross-acceleration or cross-default provision applies, which could result in the principal of and the accrued and unpaid interest on all such debt becoming due and payable. In addition, an event of default under our Revolving Credit Facility could permit the lenders under our Revolving Credit Facility to terminate all commitments to extend further credit under that facility. Furthermore, if we were unable to repay any amounts due and payable under our Revolving Credit Facility, those lenders could proceed against the collateral granted to them to secure that indebtedness. In the event our lenders or noteholders accelerate the repayment of our borrowings, we and our subsidiaries may not have sufficient assets to repay that indebtedness.
More detailed descriptions of our Revolving Credit Facility and the indentures governing our outstanding Senior Notes are included in filings made by us with the SEC, along with the documents themselves, which provide the full text of these covenants.
While our Revolving Credit Facility and the indentures governing the outstanding Senior Notes place limitations on our ability to pay dividends or make other distributions, repurchase or redeem capital stock, make loans and investments, and incur additional indebtedness, among other things, investors should be aware that these limitations are subject to significant qualifications and exceptions. The aggregate amount of payments made ormade, incremental debt incurred or other transactions or business pursued in compliance with these limitations could be substantial.
As indicated above, more detailed descriptions of our Revolving Credit Facility and the indentures governing our outstanding Senior Notes are included in filings made by us with the SEC, along with the documents themselves, which provide the full text of these covenants.
Servicing our debt requires a significant amount of cash and we may not have sufficient cash flow from our business to pay our debt.debt or may be forced to take other actions to satisfy our obligations under our indebtedness, which may not be successful.
If our cash flows and capital resources are insufficient to fund our debt service obligations, we could face substantial liquidity challenges and could be forced to reduce or delay investments and capital expenditures, dispose of material assets or operations, restructure or refinance our indebtedness or seek additional debt or equity capital. We may not be able to effect any such alternative measures, if necessary, on commercially reasonable terms or at all and, even if successful, those alternative actions may not allow us to meet our scheduled debt service obligations. Our Revolving Credit Facility and the indentures governing the outstanding Senior Notes restrict our ability to dispose of assets and use the proceeds from those dispositions and may also restrict our ability to raise debt or certain forms of equity capital to be used to repay other indebtedness when it becomes due. We may not be able to consummate asset dispositions or to obtain proceeds in an amount sufficient to meet any debt service obligations then due.
If we cannot make scheduled payments on our debt, we will be in default and holders of the outstanding Senior Notes could declare all outstanding principal and interest to be due and payable, the lenders under our Revolving Credit Facility could terminate their commitments to loan money, the lenders could foreclose against the assets securing their borrowings and we could be forced into bankruptcy or liquidation.
We are a holding company and depend on our subsidiaries for cash to meet our obligations and pay any dividends.
We are a holding company and conduct all of our operations through our subsidiaries, certain of which are not guarantors of our Senior Notes or our Revolving Credit Facility. Accordingly, repayments of our Senior Notes and any future amounts due under our Revolving Credit Facility are dependent on the generation of cash flow by our subsidiaries and their ability to make such cash available to us by dividend, loan, debt repayment, or otherwise. Our subsidiaries that are not guarantors of our Senior Notes, or the Revolving Credit Facility have no obligation to pay amounts due on the Senior Notes, or the Revolving Credit Facility, or to make funds available for that purpose. Our subsidiaries may not be able to, or may not be permitted to, make distributions to enable us to make payments in respect of our indebtedness. Each of our subsidiaries is a distinct legal entity and, under certain circumstances, legal and contractual restrictions may limit our ability to obtain cash from our subsidiaries. In the event that we do not receive distributions from our subsidiaries, we may be unable to make required interest and principal payments on the Senior Notes, or our Revolving Credit Facility, or other indebtedness.
Our inability to receive distributions from our subsidiaries, otherwise generate sufficient cash flows to satisfy our debt obligations or refinance our indebtedness on commercially reasonable terms, or at all, would adversely affect our financial position and results of operations.
At December 31, 2024,2025, approximately 65% of our employees were represented by labor unions under labor contracts and 26% of those employees were covered by collective bargaining agreement with varying durations and expiration dates.dates occurring within one year from December 31, 2025. Employees at our Trentwood and Newark facilities are represented by the USW under a single contract that extends through September 2025,2030, with a separate agreement with the USW for another operation related to Trentwood. The collective bargaining agreements were renewed in February 2025 (see Note 18 of Notes to Consolidated Financial Statements included in this Form 10-K for additional information). The USW also represents employees at six other facilities. As part of any labor negotiation, the future wages, healthcare benefits, and excise taxes that may result therefrom, and other benefits that we agree to, could adversely affect our future financial position, results of operations, and cash flows. In addition, negotiations could divert management attention, result in unsatisfactory terms and conditions, fail in coming to any agreement at all, or result in strikes, work stoppages, or other union-initiated work actions, any of which could have an adverse effect on our financial position, results of operations, and cash flows. Moreover, the existence of labor agreements may not prevent such union-initiated work actions.
We have accrued and willexpect to continue to accrue for costs that are reasonably expected to be incurred based on available information with respect to permits, fines, penalties and expenses for alleged breaches of, and compliance activities associated with, environmental laws and regulations in connection with our existing operations and investigations and environmental cleanup activities with respect to certain of our former operations. However, actual costs could exceed accrued amounts, perhaps significantly, and such expenditures could occur sooner than anticipated, which could adversely affect our financial position, results of operations, and cash flows. For more information, see Part II, Item 7. “Management’s Discussion and Analysis of Financial Condition” under caption “Critical Accounting Estimates and Policies – Environmental Commitments and Contingencies” included in this Form 10-K, as well as Note 10 of Notes to Consolidated Financial Statements included in this Form 10-K.
Additionally, we may be subject to new claims from governmental authorities or third parties related to alleged injuries to the environment, human health or natural resources, including claims with respect to waste disposal sites, the cleanup of sites currently or formerly used by us or exposure of individuals to hazardous materials. New laws or regulations or changes to existing laws and regulations may also be enacted that increase the cost or complexity of compliance.compliance, including evolving federal securities disclosure requirements, state‑level climate disclosure and packaging laws, and non‑U.S. reporting regimes applicable to our supply chain or customers. Costs related to any new investigation, cleanup or other remediation, fines or penalties, resolution of third-party claims or compliance with new or amended laws and regulations, including enhanced permitting requirements, may be significant and could have an adverse effect on our financial position, results of operations, and cash flows.
LawsU.S. enactedand bynon-U.S. governmentgovernments and agencies, or policies of regulators, including the U.S. Environmental Protection AgencyAgency, have in the past regulated and could in the SEC,future couldseek to regulate further direct and indirect greenhouse gas emissions through cap-and-trade systems, carbon taxes, or other programs under which emitters would be required to buy allowances to offset emissions of greenhouse gas, pay carbon based taxes, and make certain disclosures about emissions,disclosures, which requirements may be extensive,extensive and expensive to comply with, make significant capital investments, alter manufacturing practices or curtailreduce direct or indirect emissions, which could result in curtailed production. In addition, several states, including the state of Washington, in which we have manufacturing operations, have implementedenacted and continue to consider legislation and ballot initiatives, as well as executive orders, that would implement various greenhouse gas regulation and reduction programs through legislative proposals, executive orders and ballot initiatives.programs. Certain of our manufacturing plants use significant amounts of electricity and natural gas and certain of our plants emit amounts of greenhouse gasgas, including above certain minimum thresholds that have been imposed or maythat beare imposed.under Whileconsideration. Because certain of our operations, including the melting of aluminum, require the use of natural gas to achieve the required temperatures, and because greenhouse gas regulations could restrict our access to natural gas and limit our ability to use natural gas and increase the price we pay for natural gas and electricity, any one of whichwe could significantlyexperience increasesignificant ourincreased costs, reduce ourreduced competitiveness in the global economy or otherwiseother adverselyadverse affecteffects our business, operations, or financial results.
Furthermore, regulations or other targets for greenhouse gas emissions reductions in the United States as well as other jurisdictions could impact the availability and price of energy and raw materials, which could ultimately lead to supply demand imbalances, higher costs and supply chain disruptions.disruptions, including increased electricity and natural gas costs and potential curtailments during periods of grid stress. Prolonged shortages or slowdowns could negatively impact our cost of goods and result in delays or non-delivery of shipments of our products. The future impact of theseThese or other related changes could be regulatory or voluntary and could impact our operations directly or indirectly through our customers or our supply chain. These and other potential impacts could have an adverse effect on our operations, financial position, results of operations, and cash flows.
Many governments, regulators, investors, employees, customers, and other stakeholders arecontinue increasinglyto focusedfocus on sustainability considerations relating to businesses, including climate change and greenhouse gas emissions, data privacy, artificial intelligence, human capital and diversity, equitydiversity and inclusion. We make statements about our sustainability goals and initiatives through information provided on our website, press statements, and other communications, including through our Corporate Sustainability Report. Responding to these sustainability considerations and implementation of these goals and initiatives involves risks and uncertainties, including those described under “Forward-Looking Statements,” requires investments and is impacted by factors that may be outside our control. In addition, some of these parties may disagree with our goals and initiatives and their focus may change and evolveevolve, and in some cases has changed or evolved, over time. We may also change our goals and initiatives due to a change in strategy, reduced relevance, or changing market conditions and we may take actions company parties view as contrary to such goals and initiatives. Parties also may have very different views on where sustainability focus should be placed, including differing views of regulators in various jurisdictions in which we operate. Any failure, or perceived failure, by us to achieve our goals, further our initiatives, adhere to our public statements, comply with federal, state or international sustainability laws and regulations or meet evolving and varied stakeholder expectations and standards could result in legal and regulatory proceedings against usus, including greenwashing or consumer protection claims, that could materially adversely affect our business, reputation, results of operations, financial condition, and stock price.
We rely on information technology networks and systems to process, transmit and store electronic information, operate our business and communicate among our locations and with our customers, suppliers, and other interested parties. Many of these systems are provided to us and/or maintained on our behalf by third-party service providers pursuant to agreements that specify to varying degrees certain security and service level standards. Our information technology systems are dependent upon these providers. Such information technology systems are subject to: (i) interruption or damage from power outages; (ii) cybersecurity breaches and other types of unauthorized access and/or use; and (iii) cyberattacks in the form of computer viruses, worms, malicious computer programs, denial‑of‑service attacks and other illegal or illicit means. Cyberattack and security breach strategies and methods continue to evolve and become more sophisticated.sophisticated, including thorough increasing utilization of artificial intelligence technologies. In addition, duebecause towe serve the industrydefense we serve,industry, there is an increased risk of cyberattacks, phishing attacks, and other forms of information technology threats. Accordingly, preventing intrusions and detecting successful intrusions and defending against them continues to be more difficult and requires ever-increasing vigilance.
A breach in cybersecurity on our systems or any of our third-party service providers could result in manipulation and destruction of sensitive data, cause critical systems to malfunction, be damaged or shut down and lead to disruption of our operations and production downtimes, potentially for lengthy periods of time. Theft of personal or other confidential data and sensitive proprietary information could also occur as a result of a breach in cybersecurity, exposing us to costs and liabilities associated with privacy and data security laws in the jurisdictions in which we operate. Additionally, a breach could expose us, our customers, our suppliers, and our employees to risks of misuse of such information.information and increase our regulatory reporting obligations. Such negative consequences of cyberattacks or security breaches could adversely affect our reputation, competitive position, business, or results of operations. The lost profits and increased costs related to cyber or other security threats or disruptions may not be fully insured against or indemnified by other means.
Our Board of Directors has declared a cash dividend for each quarter since the summersecond quarter of 2007. In addition, our Board of Directors has authorized a stock repurchase program. The future declaration and payment of dividends and the purchase of our shares under the repurchase program, if any, are at the discretion of the 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 regulatory rules. Additionally, our Revolving Credit Facility and the indentures for our outstanding Senior Notes impose limitations on our ability to pay dividends and repurchase our common shares. We can give no assurance that dividends will be declared and paid, that dividends will not be reduced or that purchases of our shares pursuant to our repurchase program will occur in the future.
introduction of artificial intelligence and the potential additional investment, potential impact on our competitive positioning, and potential impact on our workforce, among other factors;
Management's Discussion & Analysis (MD&A)
New heading “Basis of Presentation”
Largest changes
We are subject tosee in full comparisona number ofenvironmentallaws and regulations, to potential fines or penalties assessed for alleged breaches of suchlaws and regulations andtomaypotentialincur fines, penalties, or claimsandrelatedlitigationtobased upon such laws and regulations.compliance. Based on ourevaluation of environmental matters,evaluation, we haveestablishedrecordedenvironmental accruals,accruals primarilyrelated tofor solid waste disposal and soil and groundwaterremediation matters.remediation. Theseenvironmentalaccruals represent our best estimate of costsreasonablyexpectedtoconsideringbecurrentincurred in the ordinary course of business based on presently enacted laws and regulations, currentlylaws, availablefacts, existing technologyinformation, andour assessment of thelikely remediationaction to be taken.actions.
“We had $22.3 million of outstanding borrowings under our Revolving Credit Facility as of December 31, 2025, reflecting borrowings of $653.3 million and repayments of $631.0 million during the year ended December 31, 2025, and we had no outstanding borrowings under our Revolving Credit Facility during the year ended December 31, 2024. See “Sources of Liquidity” below for a further discussion of subsequent borrowing activity.”see in full comparison
“We had no borrowings under our Revolving Credit Facility during the year ended December 31, 2024, and we had no outstanding borrowings under our Revolving Credit Facility as of December 31, 2023 after repaying borrowings of $215.1 million incurred during the year ended December 31, 2023. See “Sources of Liquidity” below for a further discussion of subsequent borrowing activity.”see in full comparison
“Restructuring Costs. Restructuring costs of $1.9 million and $7.6 million for the years ended December 31, 2025 and 2024, respectively, reflect the impacts of our restructuring plans. See Note 12 of Notes to Consolidated Financial Statements included in this Form 10-K for further information regarding the restructuring plans.”see in full comparison
see in full comparisonRestructuringAdjustedCosts. Restructuring coststo reflect theimpactsretrospectiveof our restructuring plans initiatedchange in2024inventoryandvaluation2022.methodology from LIFO to WAC. See Note12 of Notes18 to the Consolidated Financial Statements included in this Form 10-K for furtherinformation regarding the restructuring plans.discussion.
Full comparison: every changed paragraph (57)
Basis of Presentation
Effective January 1, 2025, we changed our inventory valuation methodology from LIFO to WAC. The effects of this change in accounting principle have been retrospectively applied to all periods presented with a cumulative effect adjustment reflected in the January 1, 2023 beginning retained earnings. See Note 18 of our consolidated financial statements included in Item 8. “Financial Statements and Supplementary Data” of this Form 10-K for further information. Prior period information provided in this Management’s Discussion and Analysis has been updated to reflect the retrospective application of the change in accounting principle.
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 US GAAP in the statements of income (loss),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 a 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 Conversion Revenue to Net sales and 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.
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 current month underlying index cost of aluminum and certain alloys through to our customers so that we remain neutral to metal pricing. We may also enter into firm-price customer sales agreements that specify a firm underlying metal price plus a conversion price. 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.
OurIn pricing policies and hedging program are intendedorder to significantly reduce or eliminate the impact on our profitability of fluctuations in the underlying price of primary 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.”
Adjusted EBITDA of $216.5$310.2 million; Adjusted EBITDA Margin 14.9%;
Issuance of a new $500.0 million aggregate principal amount of 5.875% unsecured Senior Notes, due 2034 replacing the $500.0 million aggregate principal amount of 4.625% unsecured Senior Notes due in 2028;
Capital investment of $180.8 million, primarily driven by the fourth coating line investment at Warrick;
As of December 31, 2024,2025, we had $571.8$547.2 million of combined cash and cash equivalents and net borrowing availability under our Revolving Credit Facility; and We paid a total of approximately $50.7$51.3 million, or $3.08 per common share, in cash dividends to stockholders, including holders of restricted stock, and dividend equivalents to holders of certain restricted stock units during the year ended December 31, 2024.2025.
Beginning January 1, 2025, Other Products is combined with GE Products.
The increase in Net sales reflected an increase in the average realized sales price per pound of $0.46 (18%). This benefit was partially offset by a 64.1 million pound (5%) decrease in shipment volume. The decrease in shipment volume primarily reflects the impact of a planned partial outage at our Trentwood facility in conjunction with the Phase VII capacity expansion project, destocking of plate products in the commercial aerospace portion of Aero/HS Products, and the delayed ramp up of our fourth coating line at our Warrick facility.
The decrease in Net sales reflected a 24.1 million pound (2%) decrease in shipment volume while the average realized sales price per pound remained flat at $2.58 for the years ended 2024 and 2023.
COGS. COGS for 20242025 totaled $2,691.1$2,930.6 million, or 89%87% of Net sales, compared to $2,754.9$2,666.6 million, or 89%88% of Net sales, in 2023.2024. The decreaseincrease reflected the following (in millions of dollars):
Of the $53.3 million decrease in Hedged Cost of Alloyed Metal, $20.6 million was due to lower hedged metal cost and $32.7 million was due to lower shipment volume, as discussed above in “Net Sales.” The $11.7 million decrease in freight costs was primarily due to favorable shipping rates. The $4.7 million decrease in manufacturing costs was primarily driven by lower shipment volume and favorable impact of metal sourcing strategies partially offset by higher energy costs and higher hourly personnel costs. The $5.9 million increase in plant overhead was due to higher employee and employee-related costs for salaried operational personnel. Other cost of products sold remained flat as a result of increases in LIFO reserve expense and legacy environmental expenses offset by a decrease in major maintenance costs. See “Selected Operational and Financial Information” below for a further discussion of the comparative results of operations for 2024 and 2023.
Depreciation and Amortization. Depreciation and amortization for 2024 was $116.4 million compared to $108.6 million for 2023. The increase of $7.8 million was primarily attributable to various construction-in-progress projects related to manufacturing cost efficiency and capacity growth initiatives being placed in service.
Selling, General, Administrative, Research and Development (“SG&A and R&D”). SG&A and R&D expense totaled $120.8 million in 2024 compared to $122.7 million in 2023. The decrease reflected the following (in millions of dollars):
The $4.5 million decrease in other SG&A costs was due to: (i) a $2.9 million decrease in legal fees; (ii) a $1.2 million decrease in workers’ compensation expense; and (iii) a $0.7 million decrease in rent expense.
RestructuringAdjusted Costs. Restructuring coststo reflect the impactsretrospective of our restructuring plans initiatedchange in 2024inventory andvaluation 2022.methodology from LIFO to WAC. See Note 12 of Notes18 to the Consolidated Financial Statements included in this Form 10-K for further information regarding the restructuring plans.discussion.
Of the $352.0 million increase in Hedged Cost of Alloyed Metal, $437.7 million was due to an increase in underlying metal prices, partially offset by an $85.7 million decrease attributed to lower shipment volume (see above in our “Net Sales” discussion for further details). The $89.7 million decrease in manufacturing costs was primarily due to favorable metal consumption cost and lower shipment volume, partially offset primarily by lower manufacturing efficiencies associated with a planned partial outage at Trentwood for the Phase VII capacity expansion project and the commissioning and start-up of the fourth coating line at Warrick. The $7.5 million decrease in freight costs was primarily due to lower shipment volume. The $6.2 million increase in other cost of products sold was primarily driven by an increase in major maintenance costs, partially offset by a decrease in legacy environmental costs and a gain on the disposition of operating assets. See “Selected Operational and Financial Information” below for a further discussion of the comparative results of operations for 2025 and 2024.
Depreciation and Amortization. Depreciation and amortization for 2025 was $122.5 million compared to $116.4 million for 2024. The increase of $6.1 million was primarily attributable to the fourth coating line and Phase VII capacity growth initiatives being placed in service at Warrick and Trentwood, respectively.
Selling, General, Administrative, Research and Development (“SG&A and R&D”). SG&A and R&D expense totaled $129.2 million in 2025 compared to $120.8 million in 2024. The increase reflected the following (in millions of dollars), with employee costs being driven primarily by higher incentive costs:
Restructuring Costs. Restructuring costs of $1.9 million and $7.6 million for the years ended December 31, 2025 and 2024, respectively, reflect the impacts of our restructuring plans. See Note 12 of Notes to Consolidated Financial Statements included in this Form 10-K for further information regarding the restructuring plans.
Income Tax Provision. The income tax provision for 2025 was $37.5 million, resulting in an effective tax rate of 25.0%. The income tax provision for 2024 was $22.3 million, resulting in an effective tax rate of 25.4%. There was no material difference between the effective tax rate and the projected blended statutory tax rate for either 2025 or 2024.
Income Tax (Provision) Benefit. The income tax provision for 2024 was $16.7 million, resulting in an effective tax rate of 26.3%. The difference between the effective tax rate and the projected blended statutory tax rate for 2024 was primarily due to: (i) an increase of 5% related to an increase in the valuation allowance relating to certain state net operating losses and credits; and (ii) an increase of 4% related to non-deductible compensation expense, partially offset by (i) a decrease of 5% due to state net operating loss (“NOL”) carryforward expirations and tax rate true-ups in various states; and (ii) a decrease of 2% related to a Federal Research and Development credit.
The income tax provision for 2023 was $9.1 million, resulting in an effective tax rate of 16.2%. The difference between the effective tax rate and the projected blended statutory tax rate for 2023 was primarily due to: (i) a decrease of 6% related to a Federal Research and Development credit and (ii) a decrease of 3% related to state taxes, partially offset by an increase of 3% related to non-deductible compensation expense.
Adjusted to reflect the retrospective change in inventory valuation methodology from LIFO to WAC. See Note 18 to the Consolidated Financial Statements included in this Form 10-K for further discussion.
Non-run-rate environmental expenses are related to legacy contingencies from activities at operating facilities prior to July 6, 2006. See Note 10 ofto Notes tothe Consolidated Financial Statements included in this Form 10-K for additional information relating to environmental expenses.
Includes favorable Metal Price Lag of approximately $93.0 million and approximately $45.0 million for the years ended December 31, 2025 and 2024, respectively.
Adjusted EBITDA for 20242025 was $6.9$69.2 million higher than Adjusted EBITDA for 2023.2024. Adjusted EBITDA for the year ended December 31, 20242025 was impacted by: (i) improved product mix,pricing partiallyand offsetmix by lower shipment volume;and (ii) a decrease in freight costs; (iii) favorable impact of metal sourcingconsumption strategies; and (iv) lower major maintenance costs driven by timing of annual planned maintenance programs.cost. This was partially offset by: (i) higherlower personnelshipment costs andvolume; (ii) anlower increasemanufacturing inefficiencies energyprimarily due to costs associated with the Trentwood Phase VII outage and startup of the fourth coating line at Warrick; (iii) higher employee and employee-related costs, including higher incentive and benefits cost; and (iv) higher major maintenance costs. See above in “Consolidated Results of Operations” for further details.
Beginning January 1, 2025, Other Products is combined with GE Products.
Hedged Cost of Alloyed Metal for 20242025 and 20232024 wasincluded comprised of $1,567.6$1,946.8 million and $1,599.7$1,567.6 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 gains (losses) upon settlement of $0.2$27.0 million and $21.4($0.2) million in 20242025 and 2023,2024, respectively, all of which were included within both Net sales and COGS in our Statements of Consolidated Income (Loss).Income. See Note 8 of Notes to Consolidated Financial Statements included in this Form 10-K for the total realized (gain)gains lossand losses on aluminum hedges for which we hedged the metal price exposure externally.
We had $22.3 million of outstanding borrowings under our Revolving Credit Facility as of December 31, 2025, reflecting borrowings of $653.3 million and repayments of $631.0 million during the year ended December 31, 2025, and we had no outstanding borrowings under our Revolving Credit Facility during the year ended December 31, 2024. See “Sources of Liquidity” below for a further discussion of subsequent borrowing activity.
We had no borrowings under our Revolving Credit Facility during the year ended December 31, 2024, and we had no outstanding borrowings under our Revolving Credit Facility as of December 31, 2023 after repaying borrowings of $215.1 million incurred during the year ended December 31, 2023. See “Sources of Liquidity” below for a further discussion of subsequent borrowing activity.
Adjusted to reflect the retrospective change in inventory valuation methodology from LIFO to WAC. See Note 18 to the Consolidated Financial Statements included in this Form 10-K for further discussion.
Cash provided by operating activities for the year ended December 31, 20242025 reflected results of business activity described within “Consolidated Selected Operational and Financial Information” above, as well as the following working capital changes: (i) an increase in inventory of $29.4$125.3 million, excluding LIFO impact,million primarily driven by higher metal costscosts, partially offset by a reduction in total inventory pounds; (ii) an increase in contracttrade assetsand other receivables of $14.9$81.9 million, primarily drivendue byto an increase in metal prices in addition to the timing of customer shipmentscollections; (iii) an increase in accounts payable of $14.1$15.1 million due to an increase in metal costs in addition to the timing of payments; and (iv) an increase in tradeaccrued and other receivablesliabilities of $4.4$13.4 million, primarily due to antiming increaseof uncleared cash disbursements; and (v) a decrease in metalcontract costsassets inof addition$10.0 tomillion, theprimarily driven by timing of collections.customer shipments.
Cash provided by operating activities for the year ended December 31, 20232024 reflected results of business activity described within “Consolidated Selected Operational and Financial Information” above, as well as the following working capital changes: (i) aan decreaseincrease in inventory of $47.2$50.4 million, excluding LIFO impact, primarily driven by improved inventory management and lowerhigher metal costs; (ii) aan decreaseincrease in tradecontract and other receivablesassets of $33.1$14.9 million, primarily driven by timing of customer shipments; (iii) an increase in accounts payable of $14.1 million due to aan decreaseincrease in metal costs in addition to the timing of collectionspayments; and (iiiiv) aan decreaseincrease in accountstrade payableand other receivables of $43.0$4.5 millionmillion, primarily due to an increase in metal costs in addition to the timing of payments, in addition to a decrease in metal prices.collections.
Our Revolving Credit Facility and outstanding 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 covenants contained in the Revolving Credit Facility are reasonably likely to limit our ability to raise additional debt or equity to satisfy our foreseeable liquidity needs during the next 12 months, should we choose to do so, 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. During the fourth quarter of 2025, we entered into amendment No. 5 to our Revolving Credit Facility to, among other things, extend the maturity date to October 2030 and incorporate certain improved terms offering greater operational flexibility. See Note 9 of Notes to Consolidated Financial Statements included in this Report for further details.
At February 17,16, 2025,2026, we had no outstanding borrowings under the Revolving Credit Facility after repaying borrowings of $37.3$62.4 million, including $40.1 million incurred subsequent to December 31, 2024.2025. See Note 9 of Notes to Consolidated Financial Statements included in this Form 10-K for a description of our Revolving Credit Facility.
Debt. As of December 31, 2024,2025, we have outstanding fixed-rate notes with varying maturities for an aggregate principal amount of $1.05 billion. See Note 9 of Notes to Consolidated Financial Statements included in this Form 10-K for further details with respect to the 4.625%5.875% Senior Notes maturing in 20282034 (“4.625%5.875% Senior Notes”) and the 4.50% Senior Notes maturing in 2031 (“4.50% Senior Notes”). At December 31, 2024,2025, future interest payments associated with our outstanding notes total $241.8$380.6 million, with $47.9$48.9 million payable within 12 months. We do not believe that covenants in the indentureindentures governing the 4.625% Senior Notes and 4.50%outstanding 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.
Revolving Credit Facility. We are required to pay a monthly commitment feefee, equalcalculated toat a rate of either 0.20% or 0.25% per annum of(depending on average revolver usage), on the unused commitments under the Revolving Credit Facility. NoBorrowings borrowingsof $22.3 million were outstanding under our Revolving Credit Facility as of December 31, 2024.2025. Additionally, under our Revolving Credit Facility, we issue standby letters of credit to provide financial assurance of our payment of obligations, primarily related to workers’ compensation claims. The specific timing of payments with respect to such matters is uncertain. The letters of credit generally automatically renew every 12 months and terminate when the underlying obligations no longer require assurance or upon the maturity of our Revolving Credit Facility in AprilOctober 2027.2030. See Note 9 of Notes to Consolidated Financial Statements included in this Form 10-K for additional information.
Multiemployer Pension Plans. See Note 6 of Notes to Consolidated Financial Statements included in this Form 10-K for information regarding the future contributions we expect to make under the terms of collective bargaining agreements that cover our union-represented employees at certain facilities. Additionally, in 2027 we expect to pay a partial withdrawal liability of approximately $4.6 million resulting from the exit of our soft alloy aluminum extrusion facility located in Sherman, Texas and the corresponding cessation of ongoing contributions to the multiemployer pension plan for those former covered employees.
We strive to strengthen our competitive position across our end markets through strategic capital investment.investment Significantaimed investmentsat overincreasing the past decade have positioned us well with increasedour capacity and expandedexpanding our manufacturing capabilitiescapabilities. whileWhile moresome of our 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. Aa significant portion of our capital spending over the past several years are related to: (i) our investment in a fourth coating line at Warrick to increase our capacity for higher margin coated aluminum material for packaging applications and (ii)the Trentwood modernization projects at our Trentwood rolling mill,projects, which focused on equipment upgrades throughout the process flow to reduce conversion costs, increase efficiencyefficiency, and further improve our competitive cost position on all products produced at Trentwood. A significant portion of the Trentwood 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 and will allowallowed us to gain incremental manufacturing capacity to enable future sales growth. Total capital expenditures were $136.9 million in 2025 and $180.8 million in 2024 and $143.2 million in 2023.2024.
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 20252026 of approximately $125.0$120.0 million to $130.0 million. 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.
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, the availability of surplus and/or net profits, liquidity position, anticipated cash requirements, contractual restrictions under our Revolving Credit Facility, and the indentures for our outstanding 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.
Although we believe that the judgments and estimates around recognizing revenue over time discussed herein are reasonable, actual results could differ and we may be exposed to losses or gains that could be material. AFor the portion of revenue recognized over time, a 5% change in our estimated average margins by 5% would have had an impact of approximately $0.1 million toimpacted Net income for the year ended December 31, 2024.2025 by approximately $0.1 million.
We are subject to a number of environmental laws and regulations, to potential fines or penalties assessed for alleged breaches of such laws and regulations and tomay potentialincur fines, penalties, or claims andrelated litigationto based upon such laws and regulations.compliance. Based on our evaluation of environmental matters,evaluation, we have establishedrecorded environmental accruals,accruals primarily related tofor solid waste disposal and soil and groundwater remediation matters.remediation. These environmental accruals represent our best estimate of costs reasonably expected toconsidering becurrent incurred in the ordinary course of business based on presently enacted laws and regulations, currentlylaws, available facts, existing technologyinformation, and our assessment of the likely remediation action to be taken.actions.
Estimating environmental costs involves uncertainty, and actual results may differ. When a range of possible losses exists and no amount within the range is more likely, we record the minimum amount in accordance with ASC 450, Contingencies. Changes in facts, remediation plans, regulatory approvals, or technology could result in costs exceeding current accruals.
We believe our estimates are reasonable; however, actual costs could be materially higher or lower. It is reasonably possible that undiscounted costs may exceed current accruals by up to approximately $14.1 million over the remediation period. See Note 10 for additional details.
Making estimates of possible incremental environmental remediation costs is subject to inherent uncertainties. In estimating the amount of any loss, in many instances a single estimation of the loss may not be possible. Rather, we may only be able to estimate a range for possible losses. In such an event, ASC 450, Contingencies requires that a liability be established for at least the minimum end of the range assuming that there is no other amount which is more likely to occur. As additional facts are developed and definitive remediation plans and necessary regulatory approvals for implementation of remediation are established or alternative technologies are developed, changes in these and other factors may result in actual costs exceeding the current environmental accruals.
Although we believe that the judgments and estimates discussed herein are reasonable, actual results could differ and we may be exposed to losses or gains that could be materially different than those reflected in our accruals. To the extent we prevail in matters for which accruals have been established or are required to pay amounts in excess of our accruals, our future results from operations could be materially affected. 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 $13.4 million over the remediation period. See Note 10 of Notes to Consolidated Financial Statements included in this Form 10-K for additional discussion of these matters.
LiabilitiesOur liabilities and expenses for pension and other postretirement and postemployment benefits are determined using actuarial methodologiesmethods and incorporate significant assumptions, including the interest rate used to discount the future estimated liability, therate, expected long-term rate of return (“LTRR”) on plan assetsassets, and severalworkforce-related assumptionsfactors relatingsuch toas the employee workforce (salary increases,growth, health care cost trend rates,trends, retirement ageage, and mortality).mortality. The most significant assumptions used in determining the estimated year-end obligations include the assumed discount rate and expected LTRR are the LTRR.most significant assumptions.
Changes in assumptions or plan provisions can materially affect obligations and expense. For example, a lower discount rate increases the present value of obligations, while a higher expected return reduces future expense. We also make variable annual contributions to the Salaried VEBA based on cash flow; the VEBA’s funding status does not affect our contribution amount. We have no control over any aspect of the Salaried VEBA plan and rely on information provided by the VEBA administrator for plan details.
In addition to the above assumptions used in the actuarial valuations, changes in plan provisions could also have a material impact on the net funded status of our pensions and other postretirement and postemployment benefits. Additionally, our obligation to the Salaried VEBA is to pay an annual variable contribution amount based on the level of our cash flow. The funding status of the Salaried VEBA has no impact on our annual variable contribution amount. We have no control over any aspect of the Salaried VEBA plan. We rely on information provided to us by the Salaried VEBA administrator with respect to specific plan provisions such as annual benefits expected to be paid. See Note 5 of Notes to Consolidated Financial Statements included in this Report for additional information on our benefit plans.
Since the recorded obligation represents the present value of expected postretirement and postemployment benefit payments over the life of the plans, decreases in the discount rate (used to compute the present value of the payments) would cause the estimated obligation to increase. Conversely, an increase in the discount rate would cause the estimated present value of the obligation to decline.
The LTRR on plan assets reflects an assumption regarding what the amount of earnings would be on existing plan assets (before considering any future contributions to the plan). Increases in the assumed LTRR would cause the projected value of plan assets available to satisfy postretirement and OPEB obligations to increase, yielding a reduced net expense of these obligations in future years. A reduction in the LTRR would reduce the amount of projected net assets available to satisfy postretirement and OPEB obligations and, thus, cause the net expense of these obligations to increase in future years. A change in plan provisions could cause the estimated obligations to change. An increase in annual benefits expected to be paid would increase the estimated present value of the obligations and conversely, a decrease in annual benefits expected to be paid would decrease the estimated present value of the obligations.
TheA impact on the combined pension and other postretirement and OPEB liabilities of a0.25% change in the weighted average discount rate of 0.25% would beimpact the combined pension and other postretirement obligations by approximately $3.3$3.4 million as of December 31, 20242025 and would impact pretax earnings in 20252026 by approximately $0.4$0.3 million. A 0.25% change in the assumption for the weighted average expected long-term rate of return on plan assets of 0.25%LTRR would impact pretax earnings by approximatelyabout $0.2 million in 2026. See Note 5 for 2025.additional information.
What changed in the latest 10-Q
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, 2025 for information concerning risk factors. There have been no material changes in risk factors since December 31, 2025.
No wording changes found in this section.
Full comparison: every changed paragraph (0)
Management's Discussion & Analysis (MD&A)
Largest changes
Restructuring Costs. During the quarter ended March 31, 2025, we initiated a plan to reduce certain operating costs (the “2025 Restructuring Plan”).see in full comparisonRestructuringIn the quarter and six months ended June 30, 2025, restructuring costs of$1.8$0.1 millionforandthe$6.8quartermillion,ended March 31, 2025respectively, represented severance and related benefits under the plan. Substantially all costs associated with the 2025 Restructuring Plan were incurred and expensed as of December 31,2025.2025,Noand no restructuring costs were incurred during the quarter or six months endedMarchJune31,30, 2026.
“A fundamental aspect of our business model is to maintain relative neutrality to fluctuations in the market prices of aluminum and certain alloying elements ("metal price neutrality"). We generally achieve this objective by structuring customer pricing to pass through changes in the underlying index-based cost of aluminum and certain alloys. In instances where metal price neutrality is not fully achieved through customer pricing actions for certain alloying elements, we manage these exposures through a combination of supply arrangements, and hedging activities. …”see in full comparison
“Of the $658.9 million increase in Hedged Cost of Alloyed Metal, $603.6 million was primarily due to an increase in hedged metal prices and $55.3 million was due to an increase in shipment volume (see above in our “Net Sales” discussion for further details). The $60.0 million decrease in manufacturing costs was primarily due to favorable metal consumption and valuation impacts, partially offset by higher operating costs. The $8.3 million increase in freight costs was primarily attributable to higher fuel costs, as well as higher shipment volumes. …”see in full comparison
“Within the global market for flat-rolled aluminum mill products, our focus is on two primary product categories: (i) heat treat plate, sheet and coil products and (ii) packaging coil products. Heat treat plate, sheet and coil products, which are produced at Trentwood, serve the global Aero/HS and primarily North America GE end markets and are designed for applications requiring higher strength and other specialized attributes that cannot be achieved by common alloy rolled products. …”see in full comparison
“Within 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). …”see in full comparison
“We continue to believe we are well positioned going into the second half of 2026. Demand continues to strengthen across most of our key end markets, customer activity remains robust, and bookings now extend well into next year in several areas of the business. …”see in full comparison
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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, 2025. Unless otherwise noted, dollars in tables are presented in millions.
Within the global market for flat-rolled aluminum mill products, our focus is on two primary product categories: (i) heat treat plate, sheet and coil products and (ii) packaging coil products. Heat treat plate, sheet and coil products, which are produced at Trentwood, serve the global Aero/HS and primarily North America GE end markets and are designed for applications requiring higher strength and other specialized attributes that cannot be achieved by common alloy rolled products. Packaging coil products, which are produced at Warrick and sold primarily in North America are for demanding food and beverage can package applications. Our focus is primarily on coated packaging applications, which includes a range of colors and widths, depending on customer specifications, in addition to bare coil products.
Within 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 specialized attributes. Our 10 extrusion/drawing facilities, nine of which are in the United States and one of which is in Canada, primarily serve North American demand for aerospace, general engineering, and automotive applications. Additionally, we operate a facility in Columbia, New Jersey that focuses on multi-material advanced manufacturing methods and techniques, including multi-axis computer numerical control machining, additive manufacturing, welding and fabrication for demanding aerospace and defense, high technology, general industrial, and automotive applications. We employed approximately 3,800 people at MarchJune 31,30, 2026.
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, leading beverage and food companies, beverage and food packaging manufacturers, and metal service centers. Approximately 70% of our shipments isare sold direct to manufacturers or tier one suppliers and approximately 30% isare 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.
A fundamental aspect of our business model is to maintain relative neutrality to fluctuations in the market prices of aluminum and certain alloying elements ("metal price neutrality"). We generally achieve this objective by structuring customer pricing to pass through changes in the underlying index-based cost of aluminum and certain alloys. In instances where metal price neutrality is not fully achieved through customer pricing actions for certain alloying elements, we manage these exposures through a combination of supply arrangements, and hedging activities. Despite these pass-through mechanisms, our results of operations may be affected by timing differences between when metal costs are incurred and when those costs are reflected in customer pricing. As a result, our reported operating results may be impacted by favorable or unfavorable fluctuations in metal prices, the timing and magnitude of such fluctuations, and other market factors that could influence metal prices. Over the long term, however, our business model is designed to generate earnings primarily from the conversion of aluminum into value-added semi-fabricated products rather than from changes in underlying metal prices.
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 current month underlying index cost of aluminum and certain alloys through to our customers so that we remain neutral to metal pricing.
Highlights for the quarter ended MarchJune 31,30, 2026:
•
•
Net income $62.5$96.8 million; Net income per diluted share $3.71$5.72; and • Cash dividends and dividend equivalents of $0.77 per share, or $13.6$12.8 million, paid during the quarter ended MarchJune 31,30, 2026.
Net Sales. The following table sets forth, for the quarters ended MarchJune 31,30, 2026 and MarchJune 31,30, 2025, shipments (in millions of pounds) and Net sales (in millions of dollars) by end market applications and the respective fluctuations.
The increase in Net sales reflectedprimarily areflects $0.94$1.26 per pound (33%44%) increase in the average realized sales price and an 18.817.3 million pound (7%6%) increase in shipment volume.
The following table sets forth, for the six months ended June 30, 2026 and June 30, 2025, shipments (in millions of pounds) and Net sales by end market applications and the respective fluctuations.
The increase in Net sales primarily reflects $1.10 per pound (39%) increase in the average realized sales price and 36.2 million pound (6%) increase in shipment volume.
COGS. COGS for the quarter ended MarchJune 31,30, 2026 totaled $943.2$1,057.6 million, or 85%84% of Net sales, compared to $673.4$722.8 million, or 87%88% of Net sales, for the quarter ended MarchJune 31,30, 2025. The total increase reflected the following (in millions of dollars):
Of the $288.2$370.7 million increase in Hedged Cost of Alloyed Metal, $259.9$343.8 million was primarily due to an increase in hedged metal prices and $28.3$26.9 million was due to an increase in shipment volume (see above in our “Net Sales” discussion for further details). The $19.7$40.4 million decrease in manufacturing costs was primarily due to favorable metal consumption and valuation impacts, partially offset by higher operating costs. The $1.6$6.8 million increase in in freight costs was dueprimarily attributable to bothhigher fuel costs, as well as higher shipping rates and shipment volume.volumes. The $1.5$6.2 million decrease in other cost of products sold was primarily driven by a decrease in major maintenance costs. For a further discussion of the comparative results of operations for the quarters ended MarchJune 31,30, 2026 and MarchJune 31,30, 2025, see below in “Selected Operational and Financial Information.”
COGS for the six months ended June 30, 2026 totaled $2,000.8 million, or 85% of Net sales, compared to $1,396.2 million, or 87% of Net sales, for the six months ended June 30, 2025. The total increase reflected the following:
Of the $658.9 million increase in Hedged Cost of Alloyed Metal, $603.6 million was primarily due to an increase in hedged metal prices and $55.3 million was due to an increase in shipment volume (see above in our “Net Sales” discussion for further details). The $60.0 million decrease in manufacturing costs was primarily due to favorable metal consumption and valuation impacts, partially offset by higher operating costs. The $8.3 million increase in freight costs was primarily attributable to higher fuel costs, as well as higher shipment volumes. The $7.7 million decrease in other cost of products sold was primarily driven by a decrease in major maintenance costs. For a further discussion of the comparative results of operations for the six months ended June 30, 2026 and June 30, 2025, 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 $35.4$35.7 million and $30.8$32.6 million for the quarters ended MarchJune 31,30, 2026 and MarchJune 31,30, 2025, respectively. The increase in employee costs was primarily driven by higher incentive costscosts. (The total increase in millionsSG&A ofand dollars)R&D reflected the following:
SG&A and R&D expense totaled $71.1 million and $63.4 million for the six months ended June 30, 2026 and June 30, 2025, respectively. The increase in employee costs was primarily driven by higher incentive costs. The total increase in SG&A and R&D reflected the following:
Restructuring Costs. During the quarter ended March 31, 2025, we initiated a plan to reduce certain operating costs (the “2025 Restructuring Plan”). RestructuringIn the quarter and six months ended June 30, 2025, restructuring costs of $1.8$0.1 million forand the$6.8 quartermillion, ended March 31, 2025respectively, represented severance and related benefits under the plan. Substantially all costs associated with the 2025 Restructuring Plan were incurred and expensed as of December 31, 2025.2025, Noand no restructuring costs were incurred during the quarter or six months ended MarchJune 31,30, 2026.
Interest Expense. See Note 5 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 six months ended MarchJune 31,30, 2026 and MarchJune 31,30, 2025 and interest expense capitalized as part of construction in progress.
Other Expense,Income, Net. See Note 8 of Notes to Interim Consolidated Financial Statements included in this Report for details.
The table below provides selected operational and financial information (in millions of dollars):
Adjusted EBITDA includes favorable Metal Price Lag of approximately $36.0$27.0 million and approximately $21.0$14.0 million for the quarters ended MarchJune 31,30, 2026 and MarchJune 31,30, 2025, respectively, and favorable Metal Price Lag of approximately $64.0 million and approximately $36.0 million for the six months ended June 30, 2026 and June 30, 2025, respectively.
Adjusted EBITDA for the quarter ended MarchJune 31,30, 2026 was $55.1$98.6 million higher than Adjusted EBITDA for the quarter ended MarchJune 31,30, 2025. Adjusted EBITDA for the quarter ended MarchJune 31,30, 2026 was favorably impacted by: (i) higher sales volume; (ii) improved product pricing; and mix; (iii) favorable metal consumption and valuation impacts.impacts; and (iv) lower major maintenance costs. This was partially offset by: (i) higher operating costs and (ii) higher employee and employee-related costs. See above in “Consolidated Results of Operations” for further details.
Adjusted EBITDA for the six months ended June 30, 2026 was $153.7 million higher than Adjusted EBITDA for the six months ended June 30, 2025. Adjusted EBITDA for the six months ended June 30, 2026 was favorably impacted by: (i) higher sales volume; (ii) improved product pricing and mix; (iii) favorable metal consumption and valuation impacts; and (iv) lower major maintenance costs. This was partially offset by: (i) higher operating costs and (ii) higher employee and employee-related costs. See above in “Consolidated Results of Operations” for further details.
The total Hedged Cost of Alloyed Metal for the quarters ended March 31, 2026 and March 31, 2025 included $709.9 million and $418.8 million, respectively, reflecting theincludes cost of aluminum at the average MWTP and the cost of certainalloying alloyselements used in the production process,process. asThis wellmetric asis net of metal price exposure on shipments that we hedged with realized gains upon settlement of $7.5$11.4 million and $4.6$0.6 million infor the quarters ended MarchJune 31,30, 2026 and MarchJune 31,30, 2025, respectively, alland of$18.9 which were included within both Net salesmillion and COGS$5.2 inmillion ourfor Statementsthe ofsix Consolidatedmonths Income.ended June 30, 2026 and June 30, 2025, respectively. See Note 4 of Notes to Interim Consolidated Financial Statements included in this Report for the total realized gains and losses on aluminum hedges for which we hedged the metal price exposure externally.
Outlook
We continue to believe we are well positioned going into the second half of 2026. Demand continues to strengthen across most of our key end markets, customer activity remains robust, and bookings now extend well into next year in several areas of the business. From an end market perspective, Aero/HS Products continues to recover and grow, Packaging is delivering the benefits of our transformation at Warrick, GE Products is increasingly benefiting from solid, structural demand drivers along with restocking at service centers, and Automotive Extrusions demand along with our planned investments will provide future growth in our targeted applications.
Our outlook for the rest of the year assumes:
neutral metal price impact through the end of the year without a continuation of metal tailwinds recorded to date;
continued focus on improving operational efficiencies; and leveraging recent capital investments to support continued margin expansion.
Accordingly, we expect a 10% to 15% year-over-year improvement in Conversion Revenue and a 45% to 55% year-over-year growth in Adjusted EBITDA for the full year 2026.
The following table summarizes our liquidity (in millions of dollars):
Borrowing availability under the Revolving Credit Facility was determined by a borrowing base calculated as of MarchJune 31,30, 2026 and December 31, 2025.
We place our cash in bank deposits with high credit quality financial institutions. See Note 11 of Notes to Interim Consolidated Financial Statements included in this Report for information regarding restricted cash at MarchJune 31,30, 2026.
We had no outstanding borrowings under the Revolving Credit Facility as of MarchJune 31,30, 2026. During the quarter,six months ended June 30, 2026, we repaid $93.8$420.1 million of borrowings, consisting of the full repayment of the $22.3 million outstanding balance as of December 31, 2025 and $71.5$397.8 million of borrowings incurred during the quartersix months ended MarchJune 31,30, 2026. See below in “Sources of Liquidity” for a further discussion of subsequent borrowing activity. See Note 5 of Notes to Interim Consolidated Financial Statements included in this Report.
The following table summarizes our cash flows from operating, investing, and financing activities (in millions of dollars):
Cash provided by operating activities for the quartersix months ended MarchJune 31,30, 2026 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 accounts payable of $217.6$229.0 million, primarily due to timing of payments and higher metal costs; (ii) an increase in receivables of $105.3$151.8 million, primarily due to increased metal prices and higher shipment volume; (iii) an increase in inventory of $73.8$123.6 million, primarily due to increasedhigher metal costs; and (iv) a decrease in accrued liabilities of $46.2$48.8 million, primarily due to timing; and (v) an increase in contract assets of $12.5 million, primarily due to the timing of customer shipments.timing.
Cash provided by operating activities for the quartersix months ended MarchJune 31,30, 2025 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 receivables of $48.0$75.9 million, primarily due to increased metal prices; (ii) a decrease in accrued liabilities of $14.3$26.0 million, primarily due to timing of uncleared cash disbursements; (iii) an increase in accounts payable of $20.3$45.7 million, primarily due to the timing of payments and higher metal costscost; and (iv) a decrease in inventory of $29.5$6.3 million, primarily due to a reduction in total inventory pounds in connection with our continued focus on inventory management;management, andoffset (v)by aincreased decreasemetal in contract assets of $5.5 million, primarily due to the timing of customer shipments.prices.
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 quarterssix months ended MarchJune 31,30, 2026 and 2025.
Our Revolving Credit Facility and outstanding 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 arewill reasonably likely tonot limit our ability to raise additional debt or equity to satisfy our foreseeable liquidity needs during the next 12 months, should we choose to do so,so. norWe also do wenot believe it is likely thatthat, during the next 12 monthsmonths, we will trigger the availability threshold that would require measuring and maintaining a fixed charge coverage ratio.
At AprilJuly 20, 2026, 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, 2025 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 MarchJune 31,30, 2026 constituted approximately 27% of our Net sales. See Note 8 of Notes to Interim Consolidated Financial Statements included in this Report for further details with respect to these supply chain financing programs.
We strive to strengthen our competitive position across our end markets through strategic capital investment aimed at increasing our capacity and expanding our manufacturing capabilities. While some of our recent capital projects have focused on further enhancing manufacturing cost efficiency, improving product quality, and promoting operational security, a significant portion over the past several years related to our investment in a fourth coating line at Warrick to increase our capacity for higher margin coated aluminum material for packaging applications and the Trentwood modernization projects, which focused on equipment upgrades throughout the process flow to reduce conversion costs, increase efficiency,efficiency and process flow for heat-treated plate to achieve KaiserSelect® quality enhancements for Aero/HS Products and GE Products, and further improve our competitive cost position on all products produced at Trentwood. A significant portion of the Trentwood investment also focused on modernizing legacy equipment and the process flow for heat-treated plate to achieve KaiserSelect® quality enhancements for these Aero/HS Products and GE Products. These improvements have allowed us to gain incremental manufacturing capacity and product performance to enable future sales growth.
See our Statements of Consolidated Stockholders’ Equity and Note 13 of Notes to Interim Consolidated Financial Statements included in this Report for information regarding dividends paid during the quarters ended MarchJune 31,30, 2026 and MarchJune 31,30, 2025, and declared subsequent to MarchJune 31,30, 2026.
We have not completed any share repurchases since 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 MarchJune 31,30, 2026, $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 MarchJune 31,30, 2026 and MarchJune 31,30, 2025 in connection with the vesting of non‑vested shares, restricted stock units, and performance shares.
KALU insider buying and selling (Form 4)
Since 2026-04-11, insiders reported open-market purchases in 0 Form 4 filings and open-market sales in 7 filings (6 insiders, 3 trade dates, 74,474 shares, about $13.0M). Net open-market shares: -74,474 (purchases minus sales); net value about -$13.0M.Totals add up every open-market (code P and S) line in those filings, using the prices reported in the filings. Awards, option exercises, tax withholding and gifts are listed below but not counted.
| Trade date | Insider | Transaction | Shares | Price | Value |
|---|---|---|---|---|---|
| 2026-06-04 | Arnold Michael C |
Grant/award | 786 | — | — |
| 2026-06-04 | Glas Kimberly Thompson |
Grant/award | 786 | — | — |
| 2026-06-04 | Stebbins Donald J |
Grant/award | 631 | $178.10 | $112.4K |
| 2026-06-04 | Stebbins Donald J |
Grant/award | 786 | — | — |
| 2026-06-04 | Wilcox Brett |
Grant/award | 786 | — | — |
| 2026-06-04 | Wilcox Brett |
Grant/award | 328 | $178.10 | $58.4K |
| 2026-06-04 | Hoffman James Donald |
Grant/award | 786 | — | — |
| 2026-06-04 | Hoffman James Donald |
Grant/award | 589 | $178.10 | $104.9K |
| 2026-06-04 | Grimley Richard P. |
Grant/award | 786 | — | — |
| 2026-06-04 | Minor Glenda J |
Grant/award | 786 | — | — |
| 2026-06-04 | Minor Glenda J |
Grant/award | 335 | $178.10 | $59.7K |
| 2026-06-04 | Foster David A |
Grant/award | 786 | — | — |
| 2026-04-29 | Grimley Richard P. |
Open-market sale | 1,524 | $171.52 | $261.4K |
| 2026-04-29 | Harvey Keith |
Open-market sale | 3,031 | $173.13 | $524.8K |
| 2026-04-28 | Donnan John Malcolm |
Gift | 1,500 | — | — |
| 2026-04-28 | West Neal E |
Open-market sale | 5,000 | $173.29 | $866.5K |
| 2026-04-27 | Wilcox Brett |
Open-market sale | 15,000 | $174.44 | $2.6M |
| 2026-04-27 | Donnan John Malcolm |
Open-market sale | 2,743 | $178.20 | $488.8K |
| 2026-04-27 | Gheorghe Iulian |
Open-market sale | 175 | $174.22 | $30.5K |
| 2026-04-27 | Harvey Keith |
Open-market sale | 47,001 | $175.09 | $8.2M |
Well-known investors holding KALU (13F)
| Investor | Quarter | Shares | Reported value | % of their 13F | Change vs prior quarter |
|---|---|---|---|---|---|
| ARK Investment Management (Cathie Wood) | 2026-06-30 | 7,530 | $1.5M | 0.01% | Reduced 20% |