Document


 


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-Q

[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 
For the quarterly period ended September 30, 2017
 
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 
For the transition period from _______________________________ to_________________________________________

Commission File Number: 1-09447

KAISER ALUMINUM CORPORATION
(Exact name of registrant as specified in its charter)
  Delaware
 
94-3030279
(State of incorporation)
 
(I.R.S. Employer Identification No.)
 
 
 
27422 Portola Parkway, Suite 200 Foothill Ranch, California
 
92610-2831
(Address of principal executive offices)
 
(Zip Code)
 
 (949) 614-1740                                                                                            
 
(Registrant's telephone number, including area code)
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months, and (2) has been subject to such filing requirements for the past 90 days.                                             Yes þ No o
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).     Yes þ No o
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company" and "emerging growth company" in Rule 12b-2 of the Exchange Act. (Check one):
Large accelerated filer þ
Accelerated filer o
 
 
Non-accelerated filer o  (Do not check if a smaller reporting company)
Smaller reporting company o
 
 
 
Emerging growth company o
 
 
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o No þ
As of October 16, 2017, there were 16,903,791 shares of common stock of the registrant outstanding.
 




TABLE OF CONTENTS
 
 
 
 
 
 






































KAISER ALUMINUM CORPORATION AND SUBSIDIARY COMPANIES
PART I – FINANCIAL INFORMATION


Item 1. Financial Statements
CONSOLIDATED BALANCE SHEETS (UNAUDITED)
 
September 30, 2017
 
December 31, 2016
 
(In millions of dollars, except share and per share amounts)
ASSETS
 
 
 
Current assets:
 
 
 
Cash and cash equivalents
$
73.9

 
$
55.2

Short-term investments
191.4

 
231.0

Receivables:
 
 
 
Trade receivables, net
138.2

 
137.7

Other
15.4

 
11.9

Inventories
212.2

 
201.6

Prepaid expenses and other current assets
31.5

 
18.5

Total current assets
662.6

 
655.9

Property, plant and equipment, net
557.8

 
530.9

Deferred tax assets, net
118.7

 
159.7

Intangible assets, net
25.3

 
26.4

Goodwill
18.8

 
37.2

Other assets
39.5

 
33.4

Total
$
1,422.7

 
$
1,443.5

LIABILITIES AND STOCKHOLDERS' EQUITY
 
 
 
Current liabilities:
 
 
 
Accounts payable
$
94.4

 
$
75.8

Accrued salaries, wages and related expenses
39.0

 
49.1

Other accrued liabilities
43.3

 
40.1

Total current liabilities
176.7

 
165.0

Net liabilities of Salaried VEBA
27.8

 
28.6

Deferred tax liabilities
3.3

 
3.3

Long-term liabilities
61.9

 
73.2

Long-term debt
369.4

 
368.7

Total liabilities
639.1

 
638.8

Commitments and contingencies – Note 8


 


Stockholders' equity:
 
 
 
Preferred stock, 5,000,000 shares authorized at both September 30, 2017 and December 31, 2016; no shares were issued and outstanding at September 30, 2017 and December 31, 2016

 

Common stock, par value $0.01, 90,000,000 shares authorized at both September 30, 2017 and at December 31, 2016; 22,392,946 shares issued and 16,905,368 shares outstanding at September 30, 2017; 22,332,732 shares issued and 17,651,461 shares outstanding at December 31, 2016
0.2

 
0.2

Additional paid in capital
1,052.8

 
1,047.4

Retained earnings
109.0

 
75.2

Treasury stock, at cost, 5,487,578 shares at September 30, 2017 and 4,681,271 shares at December 31, 2016, respectively
(345.7
)
 
(281.4
)
Accumulated other comprehensive loss
(32.7
)
 
(36.7
)
Total stockholders' equity
783.6

 
804.7

Total
$
1,422.7

 
$
1,443.5


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


1


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

 
Quarter Ended
 
Nine Months Ended
 
September 30,
 
September 30,
 
2017
 
2016
 
2017
 
2016
 
(In millions of dollars, except share and per share amounts)
Net sales
$
332.8

 
$
320.6

 
$
1,044.4

 
$
998.7

Costs and expenses:
 
 
 
 
 
 
 
Cost of products sold:
 
 
 
 
 
 
 
Cost of products sold, excluding depreciation and amortization and other items
267.2

 
254.7

 
822.7

 
767.1

Lower of cost or market inventory write-down

 

 

 
4.9

Unrealized gain on derivative instruments
(10.8
)
 
(2.0
)
 
(14.0
)
 
(16.9
)
Depreciation and amortization
10.2

 
9.0

 
29.3

 
26.7

Selling, general, administrative, research and development:
 
 
 
 
 
 
 
Selling, general, administrative, research and development
24.7

 
25.6

 
74.7

 
79.2

Net periodic postretirement benefit cost relating to Salaried VEBA
1.2

 
0.8

 
3.4

 
2.5

Loss (gain) on removal of Union VEBA net assets – Note 6
0.5

 

 
(0.8
)
 
(0.1
)
Total selling, general, administrative, research and development
26.4

 
26.4

 
77.3

 
81.6

Goodwill impairment

 

 
18.4

 

Other operating charges, net


 
2.7

 

 
2.8

Total costs and expenses
293.0

 
290.8

 
933.7

 
866.2

Operating income
39.8

 
29.8

 
110.7

 
132.5

Other (expense) income:
 
 
 
 
 
 
 
Interest expense
(5.3
)
 
(5.5
)
 
(16.4
)
 
(14.7
)
Other income (expense), net – Note 13
1.5

 

 
3.1

 
(10.4
)
Income before income taxes
36.0

 
24.3

 
97.4

 
107.4

Income tax provision
(16.1
)
 
(9.4
)
 
(36.8
)
 
(40.2
)
Net income
$
19.9

 
$
14.9

 
$
60.6

 
$
67.2

 
 
 
 
 
 
 
 
Net income per common share:
 
 
 
 
 
 
 
Basic
$
1.18

 
$
0.84

 
$
3.55

 
$
3.76

Diluted
$
1.16

 
$
0.82

 
$
3.49

 
$
3.70

Weighted-average number of common shares outstanding (in thousands):
 
 
 
 
 
 
 
Basic
16,834

 
17,841

 
17,072

 
17,858

Diluted
17,160

 
18,175

 
17,363

 
18,181

 
 
 
 
 
 
 
 
Dividends declared per common share
$
0.50

 
$
0.45

 
$
1.50

 
$
1.35


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


2


KAISER ALUMINUM CORPORATION AND SUBSIDIARY COMPANIES
STATEMENTS OF CONSOLIDATED COMPREHENSIVE INCOME (UNAUDITED)

 
Quarter Ended
 
Nine Months Ended
 
September 30,
 
September 30,
 
2017
 
2016
 
2017
 
2016
 
(In millions of dollars)
Net income
$
19.9

 
$
14.9

 
$
60.6

 
$
67.2

Other comprehensive income, net of tax – Note 14:
 
 
 
 
 
 
 
Salaried VEBA and defined benefit pension plan
0.8

 
0.7

 
2.5

 
2.2

Available for sale securities
0.3

 
0.3

 
0.6

 
0.6

Other
0.5

 
0.1

 
0.9

 
0.1

Other comprehensive income, net of tax
1.6

 
1.1

 
4.0

 
2.9

Comprehensive income
$
21.5

 
$
16.0

 
$
64.6

 
$
70.1


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



3


KAISER ALUMINUM CORPORATION AND SUBSIDIARY COMPANIES
STATEMENT OF CONSOLIDATED STOCKHOLDERS' EQUITY (UNAUDITED)

 
Common
Shares
Outstanding
 
Common
Stock
 
Additional
Paid in Capital
 
Retained
Earnings
 
Treasury
Stock
 
Accumulated
Other
Comprehensive
Loss
 
Total
 
(In millions of dollars, except share and per share amounts)
BALANCE, December 31, 2016
17,651,461

 
$
0.2

 
$
1,047.4

 
$
75.2

 
$
(281.4
)
 
$
(36.7
)
 
$
804.7

Net income

 

 

 
60.6

 

 

 
60.6

Other comprehensive income, net of tax

 

 

 

 

 
4.0

 
4.0

Issuance of non-vested shares to non-employee directors
11,817

 

 

 

 

 

 

Issuance of common shares to non-employee directors
2,282

 

 
0.2

 

 

 

 
0.2

Issuance of common shares to employees upon vesting of restricted stock units and performance shares
102,737

 

 

 

 

 

 

Cancellation of employee non-vested shares
(427
)
 

 

 

 

 

 

Cancellation of shares to cover employees' tax withholdings upon vesting of non-vested shares
(56,195
)
 

 
(4.5
)
 

 

 

 
(4.5
)
Repurchase of common stock
(806,307
)
 

 

 

 
(64.9
)
 

 
(64.9
)
Cancellation of treasury stock

 

 
(0.2
)
 
(0.4
)
 
0.6

 

 

Cash dividends on common stock and restricted shares and dividend equivalents on restricted stock units and performance shares

 

 

 
(26.4
)
 

 

 
(26.4
)
Amortization of unearned equity compensation

 

 
9.9

 

 

 

 
9.9

BALANCE, September 30, 2017
16,905,368

 
$
0.2

 
$
1,052.8

 
$
109.0

 
$
(345.7
)
 
$
(32.7
)
 
$
783.6



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


4


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

 
Nine Months Ended
 
September 30,
 
2017
 
2016
 
(In millions of dollars)
Cash flows from operating activities:
 
 
 
Net income
$
60.6

 
$
67.2

Adjustments to reconcile net income to net cash provided by operating activities:
 
 
 
Depreciation of property, plant and equipment
28.3

 
25.5

Amortization of definite-lived intangible assets
1.0

 
1.2

Amortization of debt discount and debt issuance costs
0.9

 
0.8

Deferred income taxes
38.6

 
40.7

Non-cash equity compensation
10.1

 
8.8

Lower of cost or market inventory write-down

 
4.9

Gain on sale of available for sale securities
(1.8
)
 

Non-cash unrealized gain on derivative instruments
(14.0
)
 
(16.9
)
Loss on extinguishment of debt

 
11.1

Non-cash intangible asset impairment charge
18.4

 
2.6

(Gain) loss on disposition of property, plant and equipment
(0.4
)
 
0.2

Non-cash net periodic postretirement benefit cost relating to Salaried VEBA
3.4

 
2.5

Other non-cash changes in assets and liabilities
(0.8
)
 
1.1

Changes in operating assets and liabilities:
 
 
 
Trade and other receivables
(4.0
)
 
(26.7
)
Inventories, excluding lower of cost or market write-down
(10.6
)
 
(8.9
)
Prepaid expenses and other current assets
(1.8
)
 
(0.9
)
Accounts payable
21.6

 
0.8

Accrued liabilities
0.9

 
27.9

Annual variable cash contributions to VEBAs
(20.0
)
 
(19.5
)
Long-term assets and liabilities, net
1.1

 
(15.0
)
Net cash provided by operating activities
131.5

 
107.4

Cash flows from investing activities1:
 
 
 
Capital expenditures
(56.1
)
 
(57.4
)
Purchase of available for sale securities
(196.0
)
 
(201.1
)
Proceeds from disposition of available for sale securities
237.2

 
30.0

Proceeds from disposal of property, plant and equipment
0.6

 

Net cash used in investing activities
(14.3
)
 
(228.5
)
Cash flows from financing activities1:
 
 
 
Repayment of principal and redemption premium of 8.25% Senior Notes

 
(206.0
)
Issuance of 5.875% Senior Notes

 
375.0

Cash paid for debt issuance costs

 
(6.8
)
Proceeds from stock option exercises

 
1.0

Repayment of capital lease
(0.2
)
 
(0.1
)
Cancellation of shares to cover employees' tax withholdings upon vesting of non-vested shares
(4.5
)
 
(2.8
)
Repurchase of common stock
(66.7
)
 
(13.6
)


5


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

 
Nine Months Ended
 
September 30,
 
2017
 
2016
Cash dividends and dividend equivalents paid
(26.4
)
 
(24.4
)
Net cash (used in) provided by financing activities
(97.8
)
 
122.3

Net increase in cash, cash equivalents and restricted cash during the period
19.4

 
1.2

Cash, cash equivalents and restricted cash at beginning of period
67.7

 
83.7

Cash, cash equivalents and restricted cash at end of period
$
87.1

 
$
84.9

____________
1 
See Note 12 for the supplemental disclosure on non-cash transactions.

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


6


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


1. Summary of Significant Accounting Policies
This Quarterly Report on Form 10-Q (this "Report") should be read in conjunction with the Company's Annual Report on Form 10-K for the year ended December 31, 2016. Unless the context otherwise requires, references in these notes to interim consolidated financial statements - unaudited to "Kaiser Aluminum Corporation," "we," "us," "our," "the Company" and "our Company" refer collectively to Kaiser Aluminum Corporation and its subsidiaries.
Organization and Nature of Operations. Kaiser Aluminum Corporation specializes in the production of semi-fabricated specialty aluminum mill products, such as aluminum plate and sheet and extruded and drawn products, for the following end market applications: aerospace and high strength ("Aero/HS products"), automotive applications ("Automotive Extrusions"), general engineering ("GE products") and other industrial ("Other products"). Our business is organized into one operating segment, Fabricated Products. See Note 11 for additional information regarding our reportable segment and business unit.
Principles of Consolidation and Basis of Presentation. The accompanying unaudited consolidated financial statements include the accounts of our wholly owned subsidiaries and are prepared in accordance with United States generally accepted accounting principles ("GAAP") and the rules and regulations of the Securities and Exchange Commission ("SEC") applicable for interim periods and, therefore, do not include all information and footnotes required by GAAP for complete financial statements. In management's opinion, all adjustments (which include normal recurring adjustments) considered necessary for a fair presentation have been included. The results of operations for our interim periods are not necessarily indicative of the results of operations that may be achieved for the entire 2017 fiscal year. The financial information as of December 31, 2016 is derived from our audited consolidated financial statements and footnotes included in our Annual Report on Form 10-K for the year ended December 31, 2016.
Use of Estimates in the Preparation of Financial Statements. The preparation of financial statements in accordance with GAAP requires the use of estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities known to exist as of the date the financial statements are published and the reported amounts of revenues and expenses during the reporting period. Uncertainties with respect to such estimates and assumptions are inherent in the preparation of our consolidated financial statements; accordingly, it is possible that the actual results could differ from these estimates and assumptions, which could have a material effect on the reported amounts of our consolidated financial position and results of operations.
Inventories. Inventories are stated at the lower of cost or market value. On March 31, 2016, we recorded a lower of cost or market inventory write-down of $4.9 million as a result of a decrease in our net realizable value of inventory. The net realizable value reflected commitments as of that date from customers to purchase our inventory at prices that exceeded the Midwest Transaction Price ("Midwest Price"), which reflects the primary aluminum supply/demand dynamics in North America, reduced by an approximate normal profit margin. There were no additional lower of cost or market inventory adjustments since the quarter ended March 31, 2016.
Finished products, work-in-process and raw material inventories are stated on the last-in, first-out ("LIFO") basis. At September 30, 2017, the current cost of inventory exceeded its stated LIFO value by $12.5 million. At December 31, 2016, the stated LIFO value of our inventory represented its net realizable value (less a normal profit margin) and exceeded the current cost of our inventory by $8.5 million. Other inventories are stated on the first-in, first-out basis and consist of operating supplies, which are materials and supplies to be consumed during the production process. Inventory costs consist of material, labor and manufacturing overhead, including depreciation. Abnormal costs, such as idle facility expenses, freight, handling costs and spoilage, are accounted for as current period charges. All of our inventories at September 30, 2017 and December 31, 2016 were included in the Fabricated Products segment (see Note 2 for the components of inventories).
Replacement Parts. Replacement parts consist of preventative maintenance and capital spare parts, which are stated on the first-in, first-out basis. Replacement parts are recorded within Prepaid expenses and other current assets or Other assets depending on whether or not the expected utilization of the replacement parts is to occur within the current operating cycle.
Property, Plant and Equipment, Net. Property, plant and equipment, net is recorded at cost and includes construction in progress (see Note 2). Interest related to the construction of qualifying assets is capitalized as part of the construction costs. The amount of interest expense capitalized as construction in progress was $0.7 million and $0.6 million during the quarters ended September 30, 2017 and September 30, 2016, respectively. The amount of interest expense capitalized as construction in


7


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

progress was $1.9 million and $2.4 million during the nine months ended September 30, 2017 and September 30, 2016, respectively.
Depreciation is computed using the straight-line method at rates based on the estimated useful lives of the various classes of assets. Capital lease assets and leasehold improvements are depreciated on a straight-line basis over the shorter of the estimated useful lives of the assets or the lease term. Depreciation expense is not included in Cost of products sold, excluding depreciation and amortization and other items, but is included in Depreciation and amortization.
We classify assets as held for sale only when an asset is being actively marketed and expected to sell within 12 months. Assets held for sale are initially measured at the lesser of the assets' carrying amount and the fair value less costs to sell.
Self Insurance of Workers' Compensation and Employee Healthcare Liabilities. We self-insure the majority of the costs of workers' compensation benefits and employee healthcare benefits and rely on insurance coverage to protect us from large losses on individual claims. Workers' compensation liabilities are based on a combination of estimates for: (i) incurred-but-not-reported claims and (ii) the ultimate expense of incurred claims. Such estimates are based on judgment, using our historical claims data and information and analysis provided by actuarial and claims advisors, our insurance carriers and other professionals. Our undiscounted workers' compensation liabilities were estimated at $26.6 million and $26.8 million for the periods ended September 30, 2017 and December 31, 2016, respectively. However, we account for our workers' compensation accrued liability on a discounted basis, using a discount rate of 2.00% at both September 30, 2017 and December 31, 2016. Accrued liabilities for employee healthcare benefits, which are estimates of unpaid incurred medical and prescription drug costs as provided by our healthcare administrators, were $3.3 million and $3.6 million as of September 30, 2017 and December 31, 2016, respectively.
Derivative Financial Instruments. Consistent with guidelines established by management and approved by our Board of Directors, we use derivative financial instruments to mitigate our exposure to changes in the market price of aluminum, alloying metals and energy and, to a lesser extent, foreign currency exchange rates. We do not use derivative financial instruments for trading or other speculative purposes. Hedging transactions are executed centrally on behalf of all of our operations to minimize transaction costs, monitor consolidated net exposures and allow for increased responsiveness to changes in market factors.
We reflect the fair value of all of our derivative instruments on our Consolidated Balance Sheets (see Note 9). The carrying values of hedges settling within one year are included in Prepaid expenses and other current assets or Other accrued liabilities. Carrying values for hedges settling beyond one year are included in Other assets or Long-term liabilities.
We do not meet the documentation requirements for hedge (deferral) accounting related to aluminum and energy derivatives. Accordingly, we record unrealized gain or loss associated with these hedges in the Statements of Consolidated Income within Unrealized gain on derivative instruments. As such derivatives settle, we reverse any previously recorded unrealized gain or loss associated with these hedges and record the realized gain or loss within Cost of products sold, excluding depreciation and amortization and other items.
Forward swap contracts for zinc and copper ("Alloy Hedges") used in our fabrication operations are designated and qualify as cash flow hedges. Unrealized gain and loss associated with the Alloy Hedges are deferred in Other comprehensive income, net of tax. As Alloy Hedges settle, we reverse any unrealized gain or loss previously recorded within Other comprehensive income, net of tax associated with settling Alloy Hedges and record the realized gain or loss within Cost of products sold, excluding depreciation and amortization and other items.
From time to time, we enter into foreign currency forward contracts to protect the value of anticipated foreign currency expenses associated with cash commitments for equipment purchases. Some of these derivative contracts qualify for cash flow hedge accounting and are designated as cash flow hedges. The remainder are non-designated hedges. Both realized and unrealized gains and losses of foreign currency forward contracts designated as cash flow hedges are deferred in Accumulated other comprehensive loss and, over the period that the underlying equipment is depreciated, realized gains and losses are recorded as an adjustment to depreciation expense. For non-designated foreign currency forward contracts, gains and losses (both unrealized and realized) are reflected as an increase or reduction in Other income (expense), net.
Fair Value Measurements. We apply the fair value hierarchy established by GAAP for the recognition and measurement of certain financial assets and liabilities. An asset or liability's fair value classification within the hierarchy is determined based on the lowest level input that is significant to the fair value measurement. In determining fair value, we utilize valuation techniques


8


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

that maximize the use of observable inputs and minimize the use of unobservable inputs to the extent possible and consider counterparty risk in our assessment of fair value.
The fair values of financial assets and liabilities are evaluated and measured on a recurring basis. As part of that evaluation process, we review the underlying inputs that are significant to the fair value measurement of financial instruments to determine if a transfer among hierarchy levels is appropriate. We historically have not had significant transfers into or out of each hierarchy level.
Financial assets and liabilities that we measure at fair value each period include our derivative instruments and available for sale securities, consisting of debt investment securities and investments related to our deferred compensation plan (see Note 6). Additionally, we measure at fair value once each year at December 31 the plan assets of the Salaried VEBA (defined in Note 6) and our Canadian defined benefit pension plan. We record our remaining financial assets and liabilities at carrying value.
For a majority of our non-financial assets and liabilities, which include goodwill, intangible assets, inventories and property, plant and equipment, we are not required to measure their fair value on a recurring basis. However, if certain triggering events occur (or at least annually for goodwill), an evaluation of the affected non-financial asset or liability will be required, which could result in a reduction to the carrying amount of such asset or liability. See Note 4 for a discussion of the goodwill impairment charge recorded during the three months ended June 30, 2017 related to the operations at our Chandler, Arizona (Extrusion) facility.
We concluded that none of our other non-financial assets and liabilities subject to fair value assessments on a non-recurring basis required a material adjustment to the carrying amount of such assets and liabilities for the quarter and nine months ended September 30, 2017.
New Accounting Pronouncements. Accounting Standards Update ("ASU") No. 2014-09, Revenue from Contracts with Customers (Topic 606) ("ASU 2014-09"), was issued in May 2014 and requires an entity to recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. In August 2015, ASU 2014-09 was amended by ASU No. 2015-14, Revenue from Contracts with Customers (Topic 606): Deferral of the Effective Date, which defers the effective date of ASU 2014-09 by one year for all entities and permits early adoption on a limited basis. ASU 2014-09 was subsequently amended by four additional pronouncements: (i) ASU No. 2016-10, Revenue from Contracts with Customers (Topic 606): Identifying Performance Obligations and Licensing; (ii) ASU No. 2016-11, Revenue Recognition (Topic 605) and Derivatives and Hedging (Topic 815): Rescission of SEC Guidance Because of Accounting Standards Updates 2014-09 and 2014-16 Pursuant to Staff Announcements at the March 3, 2016 EITF Meeting; (iii) ASU No. 2016-12, Revenue from Contracts with Customers (Topic 606): Narrow-Scope Improvements and Practical Expedients; and (iv) ASU No. 2016-20, Revenue from Contracts with Customers (Topic 606): Technical Corrections and Improvements to Topic 606.
We have evaluated the impacts on our financial reporting of adopting ASU 2014-09, including its subsequent amendments discussed above (together "ASC 606"), and have regularly reported our findings and implementation readiness to the Audit Committee and internal stakeholders. We plan to adopt ASC 606 using the modified retrospective transition approach for the fiscal year ending December 31, 2018, with the cumulative-effect adjustment recognized in beginning Retained earnings. In calculating the cumulative-effect adjustment, we will only apply the guidance to contracts not completed at the date of adoption. The primary change to our accounting policies upon adopting ASC 606 will relate to the timing of when revenue is recognized. While revenue from sales of certain contracts will continue to be recognized at a point in time, revenue from other contracts will be required to be recognized over time. Upon adoption, a majority of our Aero/HS products and a substantial portion of our Automotive Extrusions will convert to over time recognition. For these products, we will accelerate revenue recognition throughout the production process whereas previously we did not recognize revenue until the product shipped or reached its destination, based on the transfer of risks and title. We are still finalizing our assessment of the specific dollar impact that over-time recognition will have on our consolidated financial statements. After the cumulative-effect adjustment, however, we do not believe it will have a material effect on revenue recognized compared to current accounting during any given period.
We do not believe the adoption of ASC 606 will result in: (i) a change in the number of distinct performance obligations within our contractual arrangements; (ii) a change in our current capitalization and deferral policies; (iii) a change in our accounting for contract acquisition and fulfillment costs; (iv) the addition of any contract liability balances; or (v) the adjustment of the amount of promised consideration from our customers for the effects of significant financing components.


9


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

Additionally, we plan to account for shipping and handling activities that occur after the customer has obtained control of a product as fulfillment activities (i.e., an expense) rather than as a promised service (i.e., a revenue element).
As of September 30, 2017, we have: (i) finalized our review of most of our customer contracts; (ii) completed most of the system updates to track information needed to apply ASC 606; and (iii) trained internal stakeholders on the pending changes to revenue recognition policies and work procedures. We expect to complete our implementation work in time to adopt ASC 606 for periods starting after December 31, 2017.
ASU No. 2016-02, Leases (Topic 842): Amendments to the Financial Accounting Standards Board Accounting Standards Codification ("ASU 2016-02"), was issued in February 2016. Under ASU 2016-02, lessees will need to recognize a right-of-use asset and a lease liability for virtually all of their leases (other than leases that meet the definition of a short-term lease). For income statement purposes, a dual model was retained, requiring leases to be classified as either operating or finance. Operating leases will result in straight-line expense (similar to current operating leases) while finance leases will result in a front-loaded expense pattern (similar to current capital leases). ASU 2016-02 becomes effective for us in the first quarter of 2019. We are currently assessing the impact and expect the adoption of this ASU in 2019 to have a material impact on our consolidated financial statements.
ASU No. 2017-12, Derivatives and Hedging (Topic 815): Targeted Improvements to Accounting for Hedging Activities ("ASU 2017-12"), was issued in August 2017. The amendments under ASU 2017-12 refine and expand hedge accounting requirements for both financial (e.g., interest rate) and commodity risks. Its provisions create more transparency around how economic results are presented, both on the face of the financial statements and in the footnotes. It also makes certain targeted improvements to simplify the application of hedge accounting guidance. ASU 2017-12 becomes effective for us in the first quarter of 2019. We are currently assessing the impact the adoption of this ASU will have on our consolidated financial statements.
We do not anticipate any material impact on our consolidated financial statements upon the adoption of the following accounting pronouncements: (i) ASU No. 2016-01, Financial Instruments - Overall (Subtopic 825-10): Recognition and Measurement of Financial Assets and Financial Liabilities; (ii) ASU No. 2016-13, Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments; (iii) ASU No. 2017-07, Compensation - Retirement Benefits (Topic 715): Improving the Presentation of Net Periodic Pension Cost and Net Periodic Postretirement Benefit Cost; and (iv) ASU No. 2017-09, Compensation - Stock Compensation (Topic 718): Scope of Modification Accounting.
There were no material impacts on our consolidated financial statements resulting from our early adoption in the first quarter of 2017 of the following accounting pronouncements: (i) ASU No. 2016-15, Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments; (ii) ASU No. 2016-18, Statement of Cash Flows (Topic 230): Restricted Cash; and (iii) ASU No. 2017-04, Intangibles - Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment.
2. Supplemental Balance Sheet Information
 
September 30, 2017
 
December 31, 2016
 
(In millions of dollars)
Cash and Cash Equivalents
 
 
 
Cash and money market funds
$
17.3

 
$
37.9

Commercial paper
56.6

 
17.3

Total
$
73.9

 
$
55.2

 
 
 
 


10


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

 
September 30, 2017
 
December 31, 2016
 
(In millions of dollars)
Trade Receivables, Net
 
 
 
Billed trade receivables
$
138.8

 
$
138.2

Unbilled trade receivables
0.2

 
0.3

Trade receivables, gross
139.0

 
138.5

Allowance for doubtful receivables
(0.8
)
 
(0.8
)
Trade receivables, net
$
138.2

 
$
137.7

 
 
 
 
Inventories
 
 
 
Finished products
$
64.8

 
$
73.8

Work-in-process
86.1

 
71.7

Raw materials
56.9

 
51.1

Operating supplies
4.4

 
5.0

Total
$
212.2

 
$
201.6

 
 
 
 
Property, Plant and Equipment, Net
 
 
 
Land and improvements
$
22.7

 
$
22.7

Buildings and leasehold improvements
90.2

 
88.6

Machinery and equipment
675.0

 
615.1

Construction in progress
27.8

 
34.8

Property, plant and equipment, gross
815.7

 
761.2

Accumulated depreciation
(258.2
)
 
(230.6
)
Assets held for sale
0.3

 
0.3

Property, plant and equipment, net
$
557.8

 
$
530.9

 
 
 
 
Other Accrued Liabilities
 
 
 
Uncleared cash disbursements
$
7.1

 
$
5.8

Accrued income taxes and taxes payable
9.0

 
4.3

Accrued annual contribution to VEBAs
12.0

 
20.0

Accrued interest
8.4

 
2.9

Other
6.8

 
7.1

Total
$
43.3

 
$
40.1

 
 
 
 
Long-Term Liabilities
 
 
 

Workers' compensation accruals
$
25.0

 
$
25.0

Long-term environmental accrual – Note 8
16.1

 
15.8

Long-term portion of contingent contribution to Union VEBA – Note 6

 
12.8

Other long-term liabilities
20.8

 
19.6

Total
$
61.9

 
$
73.2



11


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

3. Debt and Credit Facility
Senior Notes
5.875% Senior Notes. In May 2016, we issued $375.0 million principal amount of 5.875% unsecured senior notes due May 15, 2024 ("5.875% Senior Notes") at 100% of the principal amount. The unamortized amount of debt issuance costs as of September 30, 2017 was $5.6 million. Interest expense, including amortization of debt issuance costs, relating to the 5.875% Senior Notes was $5.7 million and $17.1 million for the quarter and nine months ended September 30, 2017, respectively, and $5.7 million and $8.8 million for the quarter and nine months ended September 30, 2016. A portion of the interest relating to the 5.875% Senior Notes was capitalized as construction in progress. The effective interest rate of the 5.875% Senior Notes is approximately 6.1% per annum, taking into account the amortization of debt issuance costs. The fair value of the outstanding 5.875% Senior Notes, which are Level 1 liabilities, was calculated based on broker quotes and was approximately $402.1 million and $390.8 million at September 30, 2017 and December 31, 2016, respectively.
8.25% Senior Notes. In May 2012, we issued $225.0 million principal amount of 8.25% unsecured senior notes due June 1, 2020 ("8.25% Senior Notes"), of which $197.8 million principal amount remained outstanding at December 31, 2015. On June 1, 2016 we redeemed in full all remaining 8.25% Senior Notes at a redemption price of 104.125% of the principal amount. Interest expense, including amortization of debt issuance costs, relating to the 8.25% Senior Notes was $7.1 million for the nine months ended September 30, 2016. A portion of the interest relating to the 8.25% Senior Notes was capitalized as construction in progress.
Revolving Credit Facility
Our credit agreement with JPMorgan Chase Bank, N.A., as administrative agent, and the other financial institutions party thereto ("Revolving Credit Facility") provides us with a $300.0 million funding commitment through December 2020. We had $294.4 million of borrowing availability under the Revolving Credit Facility at September 30, 2017, based on the borrowing base determination then in effect. At September 30, 2017, there were no borrowings under the Revolving Credit Facility and $7.8 million was being used to support outstanding letters of credit, leaving $286.6 million of net borrowing availability. The interest rate applicable to any overnight borrowings under the Revolving Credit Facility would have been 4.50% at September 30, 2017.
4. Goodwill and Intangible Assets
Goodwill. Goodwill is related to our acquisitions of the Chandler, Arizona (Extrusion) facility and the Florence, Alabama facility and is included in the Fabricated Products segment. As of September 30, 2017, the carrying value of our goodwill was $18.8 million, reflecting an impairment in the quarter ended June 30, 2017. The carrying value was $37.2 million at both the beginning and the end of the year ended December 31, 2016.
Several factors identified in a qualitative review in the quarter ended June 30, 2017 indicated that long-term demand for hard alloy extruded shapes produced at the Chandler, Arizona (Extrusion) facility was less than previously assumed. Such factors included: (i) reduced build rates of wide body commercial aircraft; (ii) continued low build rates for business jets; and (iii) additional substitution away from hard alloy extruded shapes in favor of composites, titanium and/or aerospace aluminum plate in the manufacture of commercial aircraft. After testing for goodwill impairment applying Level 3 inputs and a combination of an income approach using the estimated discounted cash flow and a market-based valuation methodology, we impaired the carrying value of the Chandler, Arizona (Extrusion) facility by $18.4 million to its fair value as of June 30, 2017. As this goodwill is deductible for income tax purposes, the deferred tax effects were included in the impairment charge and income tax provision.
Intangible Assets. During the quarter ended September 30, 2016, we impaired one of our customer relationship intangible assets by $2.6 million. The non-cash impairment charge resulted from the loss of a customer during the quarter ended September 30, 2016.
Other than the impairments discussed above, we identified no other indicators of impairment associated with the remainder of our goodwill and intangible assets during the nine months ended September 30, 2017 and September 30, 2016.


12


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

5. Income Tax Matters
The provision for income taxes for each period presented consisted of the following (in millions of dollars):
 
Quarter Ended
 
Nine Months Ended
 
September 30,
 
September 30,
 
2017
 
2016
 
2017
 
2016
Domestic
$
15.7

 
$
9.1

 
$
35.8

 
$
39.5

Foreign
0.4

 
0.3

 
1.0

 
0.7

Total
$
16.1

 
$
9.4

 
$
36.8

 
$
40.2

The income tax provision for the quarters ended September 30, 2017 and September 30, 2016 was $16.1 million and $9.4 million, respectively, reflecting an effective tax rate of 44.7% and 38.7%, respectively. The difference between the effective tax rate and the projected blended statutory tax rate for the quarter ended September 30, 2017 was due to an increase of $2.5 million for the recognition of a deferred tax liability associated with earnings of our Canadian subsidiary that are no longer considered indefinitely reinvested, resulting in a 7.1% increase to the blended statutory tax rate. We determined our indefinite reinvestment assertion with respect to our Canadian foreign earnings was no longer applicable based primarily on expectations that productivity improvements will obviate the need to make sizable capital investments to increase capacity.
There was no material difference between the effective tax rate and the projected blended statutory tax rate for the quarter ended September 30, 2016.
The income tax provision for the nine months ended September 30, 2017 and September 30, 2016 was $36.8 million and $40.2 million, respectively, reflecting an effective tax rate of 37.8% and 37.5%, respectively. The difference between the effective tax rate and the projected blended statutory tax rate for the nine months ended September 30, 2017 was due to: (i) a decrease of $1.7 million for the recognition of excess tax benefits from stock-based compensation, resulting in a 1.7% decrease to the blended statutory tax rate; (ii) a decrease of $0.5 million to the valuation allowance for certain state net operating losses, resulting in a 0.6% decrease to the blended statutory tax rate; (iii) a decrease of $0.2 million related to unrecognized tax benefits, including interest and penalties, resulting in a 0.2% decrease to the blended statutory tax rate; which was offset by (iv) an increase of $2.5 million for the recognition of a deferred tax liability associated with earnings of our Canadian subsidiary that are no longer indefinitely reinvested, resulting in a 2.6% increase to the blended statutory tax rate.
There was no material difference between the effective tax rate and the projected blended statutory tax rate for the nine months ended September 30, 2016.

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

Pension and Similar Benefit Plans. We provide contributions to: (i) defined contribution 401(k) savings plans for salaried employees and certain hourly employees; (ii) a non-qualified, unfunded, unsecured plan of deferred compensation for key employees who would otherwise suffer a loss of benefits under our defined contribution plan; (iii) multi-employer pension plans sponsored by the United Steel, Paper and Forestry, Rubber, Manufacturing, Energy, Allied Industrial and Service Workers International Union AFL-CIO, CLC ("USW"), the International Association of Machinists and certain other unions at certain of our production facilities; and (iv) a defined benefit plan for salaried employees at our London, Ontario (Canada) facility.
Deferred Compensation Program. We have a non-qualified, unfunded, unsecured plan of deferred compensation for key employees who would otherwise suffer a loss of benefits under our defined contribution plan as a result of the limitations imposed by the Internal Revenue Code of 1986. Despite the plan being an unfunded plan, we make an annual contribution to a rabbi trust to fulfill future funding obligations as contemplated by the terms of the plan. These assets are held in various


13


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

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

 
$
0.7

 
$
2.3

 
$
2.2

Expected return on plan assets
(1.0
)
 
(1.0
)
 
(3.1
)
 
(3.0
)
Amortization of prior service cost
1.2

 
1.0

 
3.6

 
3.0

Amortization of net actuarial loss
0.2

 
0.1

 
0.6

 
0.3

Total net periodic postretirement benefit cost relating to Salaried VEBA
$
1.2

 
$
0.8

 
$
3.4

 
$
2.5

____________
1 
The service cost was insignificant for all periods presented.


14


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

The following table presents the total charges (income) related to all benefit plans for the periods presented (in millions of dollars):
 
Quarter Ended
 
Nine Months Ended
 
September 30,
 
September 30,
 
2017
 
2016
 
2017
 
2016
Included within Fabricated Products:
 
 
 
 
 
 
 
Deferred compensation plan
$
0.1

 
$
0.1

 
$
0.3

 
$
0.2

Defined contribution plans
1.3

 
1.6

 
6.8

 
6.7

Multiemployer pension plans
1.1

 
1.2

 
3.4

 
3.5

Total Fabricated Products
$
2.5

 
$
2.9

 
$
10.5

 
$
10.4

 
 
 
 
 
 
 
 
Included within All Other:
 
 
 
 
 
 
 
Deferred compensation plan
0.4

 
0.4

 
1.1

 
0.6

Defined contribution plans
0.1

 
0.1

 
0.7

 
0.7

Net periodic postretirement benefit cost relating to Salaried VEBA
1.2

 
0.8

 
3.4

 
2.5

Loss (gain) on removal of Union VEBA net assets
0.5

 

 
(0.8
)
 
(0.1
)
Total All Other
$
2.2

 
$
1.3

 
$
4.4

 
$
3.7

Total
$
4.7

 
$
4.2

 
$
14.9

 
$
14.1

For all periods presented, substantially all of the Fabricated Products segment's employee benefits related charges are in Cost of products sold, excluding depreciation and amortization and other items with the remaining balance in Selling, general, administrative, research and development ("SG&A and R&D").
7. Employee Incentive Plans
Short-Term Incentive Plans ("STI Plans")
We have annual short-term incentive compensation plans for senior management and certain other employees payable at our election in cash, shares of common stock, or a combination of cash and shares of common stock. Amounts earned under STI Plans are based on our adjusted earnings before interest, taxes, depreciation and amortization ("Adjusted EBITDA"), modified for certain safety, quality, delivery, cost and individual performance factors. The Adjusted EBITDA targets are determined based on the return on adjusted net assets of our Fabricated Products business. Most of our production facilities have similar programs for both hourly and salaried employees. As of September 30, 2017, we had a liability of $14.5 million recorded within Accrued salaries, wages and related expenses for estimated probable future payments relating to the nine month performance period of our 2017 STI Plan.
Long-Term Incentive Programs ("LTI Programs")
General. Executive officers and other key employees of the Company, as well as non-employee directors of the Company, were eligible to participate in the Kaiser Aluminum Corporation 2016 Equity and Incentive Compensation Plan ("2016 Plan"). The 2016 Plan was approved by stockholders on May 26, 2016 and replaced and succeeded in its entirety the Kaiser Aluminum Corporation Amended and Restated 2006 Equity and Performance Incentive Plan. At September 30, 2017, 735,724 shares were available for awards under the 2016 Plan.
Non-Vested Common Shares and Restricted Stock Units. We grant non-vested common shares to our non-employee directors and non-vested common shares and restricted stock units to our executive officers and other key employees. The restricted stock units have rights similar to the rights of non-vested common shares and each restricted stock unit that becomes vested entitles the recipient to receive one common share or a cash amount equaling the value of one common share. For both non-vested common shares and restricted stock units, the service period is generally one year for non-employee directors and three years for executive officers and other key employees.


15


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

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

 
$
1.2

 
$
3.9

 
$
3.5

TSR-Based Performance Shares
1.2

 
1.5

 
3.7

 
4.0

CP-Based Performance Shares
0.8

 
0.4

 
2.0

 
0.9

EVA-Based Performance Shares
0.2

 

 
0.4

 
0.3

Total non-cash compensation expense
$
3.6

 
$
3.1

 
$
10.0

 
$
8.7

The following table presents the allocation of the charges detailed above, by segment (in millions of dollars):
 
Quarter Ended
 
Nine Months Ended
 
September 30,
 
September 30,
 
2017
 
2016
 
2017
 
2016
Fabricated Products
$
1.3

 
$
1.2

 
$
3.8

 
$
3.1

All Other
2.3

 
1.9

 
6.2

 
5.6

Total non-cash compensation expense
$
3.6

 
$
3.1

 
$
10.0

 
$
8.7



16


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

Unrecognized Gross Compensation Cost Data. The following table presents unrecognized gross compensation cost data by type of award as of September 30, 2017:
 
Unrecognized Gross Compensation Costs
(in millions of dollars)
 
Expected Period (in years) Over Which the Remaining Gross Compensation Costs Will Be Recognized
Non-vested common shares and restricted stock units
$
9.6

 
2.6
TSR-Based Performance Shares
$
5.6

 
1.7
CP-Based Performance Shares
$
6.1

 
2.1
EVA-Based Performance Shares
$
1.5

 
2.4
Summary of Activity. A summary of the activity with respect to non-vested common shares, restricted stock units, TSR-Based Performance Shares, CP-Based Performance Shares and EVA-Based Performance Shares for the nine months ended September 30, 2017 is as follows:
 
Non-Vested
Common Shares
 
Restricted
Stock Units
 
TSR-Based Performance Shares
 
CP-Based
Performance Shares
 
EVA-Based Performance Shares
 
Shares
 
Weighted-Average
Grant-Date Fair
Value per Share
 
Units
 
Weighted-Average
Grant-Date Fair
Value per Unit
 
Shares
 
Weighted-Average
Grant-Date Fair
Value per Share
 
Shares
 
Weighted-Average
Grant-Date Fair
Value per Share
 
Shares
 
Weighted-Average
Grant-Date Fair
Value per Share
Outstanding at December 31, 2016
114,658

 
$
69.51

 
61,800

 
$
74.94

 
394,525

 
$
90.30

 
63,678

 
$
80.46

 

 
$

Granted1
11,817

 
86.92

 
92,275

 
76.13

 
65,044

 
97.88

 
65,044

 
79.69

 
32,504

 
79.69

Vested
(46,689
)
 
71.46

 
(8,655
)
 
76.94

 
(94,082
)
 
83.18

 

 

 

 

Forfeited1
(427
)
 
69.83

 
(6,412
)
 
77.70

 
(5,519
)
 
95.88

 
(3,342
)
 
79.92

 
(1,164
)
 
79.69

Canceled1

 

 

 

 
(55,288
)
 
83.18

 

 

 

 

Outstanding at September 30, 2017
79,359

 
$
70.96

 
139,008

 
$
75.72

 
304,680

 
$
95.31

 
125,380

 
$
80.07

 
31,340

 
$
79.69

____________
1 
For performance shares, the number of shares granted and forfeited are presented at their maximum payout; and the number of shares canceled includes the number of shares that did not vest due to performance results falling below those required for maximum payout.
The weighted-average grant-date fair value per share for shares granted by type of award was as follows for each period presented:
 
Quarter Ended
 
Nine Months Ended
 
September 30,
 
September 30,
 
2017
 
2016
 
2017
 
2016
Non-vested common shares
$

 
$

 
$
86.92

 
$
86.11

Restricted stock units
$
82.33

 
$

 
$
76.13

 
$
75.57

TSR-Based Performance Shares
$

 
$

 
$
97.88

 
$
93.02

CP-Based Performance Shares
$

 
$

 
$
79.69

 
$
80.46

EVA-Based Performance Shares
$

 
$

 
$
79.69

 
$

Stock Options. As of December 31, 2016, we had 1,543 fully-vested outstanding stock options exercisable to purchase common shares at $80.01 per share, all of which subsequently expired on April 2, 2017. No options were granted during the nine months ended September 30, 2017, and no options were outstanding as of September 30, 2017.


17


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

Participants may elect to have us withhold common shares to satisfy minimum statutory tax withholding obligations arising in connection with the exercise of stock options and vesting of non-vested shares, restricted stock units and performance shares. We cancel any such shares withheld on the applicable vesting dates or earlier dates when service requirements are satisfied, which correspond to the times at which income to the employee is recognized. When we withhold these common shares, we are required to remit to the appropriate taxing authorities the fair value of the shares withheld as of the vesting date. During the nine months ended September 30, 2017 and September 30, 2016, 56,195 and 35,498 common shares, respectively, were withheld and canceled for this purpose. The withholding of common shares by us could be deemed a purchase of the common shares.
8. Commitments and Contingencies
Commitments. We have a variety of financial commitments, including purchase agreements, forward foreign exchange and forward sales contracts, indebtedness and letters of credit (see Note 3 and Note 9).
Environmental Contingencies. We are subject to a number of environmental laws and regulations, to potential fines or penalties assessed for alleged breaches of such laws and regulations and to potential claims based upon such laws and regulations. We are also subject to legacy environmental contingencies related to activities that occurred at operating facilities within Fabricated Products prior to July 6, 2006 while such operating facilities were being operated by a predecessor, which represent the majority of our environmental accruals. The status of these environmental contingencies are discussed below. We have established procedures for regularly evaluating environmental loss contingencies. Our environmental accruals represent our undiscounted estimate of costs reasonably expected to be incurred based on presently enacted laws and regulations, existing requirements, currently available facts, existing technology and our assessment of the likely remediation actions to be taken.
We continue to pursue remediation activities, primarily to address the historical use of oils containing polychlorinated biphenyls ("PCBs") at our Spokane, Washington ("Trentwood") facility. Our remediation efforts are in collaboration with the Washington State Department of Ecology ("Washington State Ecology"), to which we submitted a feasibility study in 2012 of remediation alternatives and from which we received permission to begin certain remediation activities pursuant to a signed work order. As we have finished a number of sections of the work plan, we have received approval from Washington State Ecology on satisfactory completion of those sections. Additionally, in cooperation with Washington State Ecology, to determine the treatability and evaluate the feasibility of removing PCBs from ground water under the Trentwood facility, we constructed a pilot test facility and began treatment operations at the test facility in the first half of 2016. As the success of the new methodology cannot be reasonably determined at this time, it is possible we may need to make upward adjustments to our related accruals as facts and cost estimates regarding the groundwater treatment method and the operation of the treatment facility become available. 
 During 2013, at the request of the Ohio Environmental Protection Agency ("OEPA"), we initiated an investigational study of the Newark, Ohio ("Newark") facility related to historical on-site waste disposal. Since 2014, we have completed a number of preliminary steps in the preparation of completing the final risk assessment and feasibility study, both of which are subject to review and approval by the OEPA. As work continues and progresses to a final risk assessment and feasibility study, we will establish and update estimates for probable and estimable remediation, if any. The actual and final cost for remediation will not be fully determinable until a final feasibility study is submitted and accepted by the OEPA and work plans are prepared, which is expected to occur in the next 12 to 15 months.
At September 30, 2017, our environmental accrual of $16.9 million represented our estimate of the incremental remediation cost based on: (i) proposed alternatives in the final feasibility study related to the Trentwood facility; (ii) currently available facts with respect to our Newark facility; and (iii) facts related to certain other locations owned or formerly owned by us. In accordance with approved and proposed remediation action plans, we expect that the implementation and ongoing monitoring could occur over a period of 30 or more years.
As additional facts are developed, feasibility studies are completed, draft remediation plans are modified, necessary regulatory approvals for the implementation of remediation are obtained, alternative technologies are developed, and/or other factors change, there may be revisions to management's estimates and actual costs may exceed the current environmental accruals. We believe at this time that it is reasonably possible that undiscounted costs associated with these environmental matters may exceed current accruals by amounts that could be, in the aggregate, up to an estimated $12.2 million over the remediation period. It is reasonably possible that our recorded estimate will change in the next 12 months.
Other Contingencies. We are party to various lawsuits, claims, investigations and administrative proceedings that arise in connection with past and current operations. We evaluate such matters on a case-by-case basis and our policy is to vigorously


18


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

contest any such claims we believe are without merit. We accrue for a legal liability when it is both probable that a liability has been incurred and the amount of the loss is reasonably estimable. Quarterly, in addition to when changes in facts and circumstances require it, we review and adjust these accruals to reflect the impacts of negotiations, settlements, rulings, advice of legal counsel and other information and events pertaining to a particular case. While uncertainties are inherent in the final outcome of such matters and it is presently impossible to determine the actual cost that may ultimately be incurred, we believe that we have sufficiently accrued for such matters and that the ultimate resolution of pending matters will not have a material impact on our consolidated financial position, operating results or liquidity.
9. Derivatives, Hedging Programs and Other Financial Instruments
Overview. In conducting our business, we enter into derivative transactions, including forward contracts and options, to limit our exposure to: (i) metal price risk related to our sale of fabricated aluminum products and the purchase of metal used as raw material for our fabrication operations; (ii) energy price risk relating to fluctuating prices of natural gas and electricity used in our production processes; and (iii) foreign currency requirements with respect to our foreign subsidiaries and cash commitments for equipment purchases denominated in foreign currency.
Our derivative activities are overseen by a hedging committee ("Hedging Committee"), which is composed of our chief executive officer, chief operating officer, chief financial officer, chief accounting officer, treasurer and other officers and employees selected by the chief executive officer. The Hedging Committee meets regularly to review commodity price exposure, derivative positions and strategy, and management reports to our Board of Directors on the scope of its activities.
We are exposed to counterparty credit risk on all of our derivative instruments, which we manage by monitoring the credit quality of our counterparties and allocating our hedging positions among multiple counterparties to limit exposure to any single entity. Our counterparties are major, investment grade financial institutions or trading companies. Hedging transactions are governed by negotiated reciprocal credit lines, which generally require collateral to be posted above specified credit thresholds. We believe the risk of loss is remote and contained due to counterparty credit quality, our diversification practice and collateral requirements.
In a majority of our hedging counterparty agreements, our counterparty offers us a credit line that adjusts up or down, depending on our liquidity. Below specified liquidity thresholds, we may have to post collateral if the fair value of our net liability with such counterparty exceeds our reduced credit line. We manage this risk by allocating hedging transactions among multiple counterparties, using options as part of our hedging activities, or both. The aggregate fair value of our derivative instruments that were in a net liability position was insignificant at both September 30, 2017 and December 31, 2016, and we had no collateral posted as of those dates.
Additionally, our firm-price customer sales commitments create incremental customer credit risk related to metal price movements. Under certain circumstances, we mitigate this risk by periodically requiring cash collateral from them, which we classify as deferred revenue and include as a component of Other accrued liabilities. At September 30, 2017, we had no cash collateral posted from any of our customers. For more information about concentration risks concerning customers and suppliers, see Note 11.
Notional Amount of Derivative Contracts. The following table summarizes our derivative positions at September 30, 2017:
Aluminum
Maturity Period
(month/year)
 
Notional Amount of contracts (mmlbs)
Purchased put option contracts
10/17 through 12/17
 
13.4

Fixed price purchase contracts
10/17 through 12/21
 
151.9

Fixed price sales contracts
10/17 through 11/19
 
1.8

Midwest premium swap contracts1
10/17 through 12/21
 
150.1

Alloying Metals
Maturity Period
(month/year)
 
Notional Amount of contracts (mmlbs)
Fixed price purchase contracts
10/17 through 6/18
 
4.6



19


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

Natural Gas2
Maturity Period
(month/year)
 
Notional Amount of contracts (mmbtu)
Fixed price purchase contracts
10/17 through 12/20
 
3,650,000

Euro
Maturity Period
(month/year)
 
Notional Amount of contracts (euro)
Fixed price purchase contracts
10/17 through 4/18
 
301,304

______________________
1 
Regional premiums represent the premium over the London Metal Exchange price for primary aluminum which is incurred on our purchases of primary aluminum.
2 
As of September 30, 2017, we had derivative and/or physical delivery commitments with energy companies in place to cover exposure to fluctuations in prices for approximately 72% of the expected natural gas purchases for the remainder of 2017, 71% of the expected natural gas purchases for both 2018 and 2019 and 39% of the expected natural gas purchases for 2020.
We have physical delivery commitments at firm prices covering approximately 54% of our expected electricity purchases for the remainder of 2017, 55% of the expected electricity purchases for both 2018 and 2019 and 18% of the expected electricity purchases for 2020.
Non-Designated Hedges of Operational Risks. Our pricing of fabricated aluminum products is generally intended to lock in a conversion margin (representing the value added from the fabrication process(es)) and to pass through metal price fluctuations to our customers. For some of our higher value added products sold on a spot basis, the pass through of metal price movements can sometimes lag by as much as several months, with a favorable impact to us when metal prices decline and an adverse impact to us when metal prices increase. Additionally, in certain instances, we enter into firm-price arrangements with our customers for stipulated volumes to be delivered in the future. Because we generally purchase primary and secondary aluminum on a floating price basis, the lag in passing through metal price movements to customers on some of our higher value added products sold on a spot basis and the volume that we have committed to sell to our customers under a firm-price arrangement create metal price risk for us. We use third-party hedging instruments to limit exposure to metal price risk related to the metal pass through lag on some of our products and firm-price customer sales contracts.
We are exposed to risk of fluctuating prices for natural gas and electricity. We, from time to time, in the ordinary course of business, enter into hedging transactions and/or physical delivery commitments with third parties to mitigate our risk from fluctuations in natural gas and electricity prices.
We are also exposed to foreign currency exchange risk related to firm-price agreements for equipment purchases from foreign manufacturers. We use foreign currency forward contracts designed to line up with the timing and amounts of scheduled payments to the foreign equipment manufacturers to mitigate our exposure to currency exchange rate fluctuations on these purchases. Realized and unrealized periodic gains and losses of non-designated foreign currency forward contracts are reflected as a reduction or increase in Other income (expense), net.
Designated Alloying Metal Hedges. We enter into agreements with suppliers to purchase alloying metals (zinc and copper) used as raw materials in our fabrication operations at fluctuating prices that we are unable to pass along to our customers. We mitigate our exposure to metal price risk by entering into Alloy Hedges with third-party financial institutions at predetermined/fixed prices at stated delivery dates. Our Alloy Hedges are expected to be highly effective because monthly settlements correspond to forecasted physical purchases of alloying metals by our manufacturing facilities. The effective portion of the fair value on these Alloy Hedges is recorded within Other comprehensive income, net of tax, and is reclassified into the Statements of Consolidated Income during the month of settlement to Cost of products sold (See Note 14). As of September 30, 2017, we estimate the net gain of $0.5 million will be reclassified from Accumulated other comprehensive income into Net income within the next 12 months. We incurred no ineffectiveness on these hedges during the quarter and nine months ended September 30, 2017.


20


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

Realized and Unrealized Gain and Loss. Realized and unrealized (gain) loss included on the Statements of Consolidated Income associated with all derivative contracts consisted of the following for each period presented (in millions of dollars):
 
Quarter Ended
 
Nine Months Ended
 
September 30,
 
September 30,
 
2017
 
2016
 
2017
 
2016
Realized (gain) loss:
 
 
 
 
 
 
 
Aluminum
$
(4.0
)
 
$
0.4

 
$
(13.8
)
 
$
4.1

Natural gas
0.2

 
0.9

 
0.3

 
4.2

Alloy Hedges
(0.3
)
 

 
(0.2
)
 

Foreign exchange
(0.1
)
 

 
(0.1
)
 

Total realized (gain) loss1
$
(4.2
)
 
$
1.3

 
$
(13.8
)
 
$
8.3

 
 
 
 
 
 
 
 
Unrealized (gain) loss:
 
 
 
 
 
 
 
Aluminum
$
(10.6
)
 
$
(1.7
)
 
$
(15.3
)
 
$
(11.7
)
Natural gas
(0.2
)
 
(0.3
)
 
1.3

 
(5.2
)
Total unrealized gain2
$
(10.8
)
 
$
(2.0
)
 
$
(14.0
)
 
$
(16.9
)
______________________
1 
Recorded within Cost of products sold, excluding depreciation, amortization and other items within the Fabricated Products segment.
2 
Recorded within Unrealized gain on derivative instruments within the Fabricated Products segment.
Fair Values of Derivative Contracts. The fair values of our derivative contracts are based upon trades in liquid markets. Valuation model inputs can be verified, and valuation techniques do not involve significant judgment. The fair values of such financial instruments are classified within Level 2 of the fair value hierarchy.
The following table presents our financial instruments, classified under the appropriate level of the fair value hierarchy, as of the period presented (in millions of dollars):
 
September 30, 2017
 
Level 1
 
Level 2
 
Level 3
 
Total
DERIVATIVE ASSETS:
 
 
 
 
 
 
 
Non-Designated Hedges:
 
 
 
 
 
 
 
Aluminum –
 
 
 
 
 
 
 
Fixed price purchase contracts
$

 
$
18.4

 
$

 
$
18.4

Midwest premium swap contracts

 
0.8

 

 
0.8

Natural gas – Fixed price purchase contracts

 
0.4

 

 
0.4

 
 
 
 
 
 
 
 
Designated Hedges:
 
 
 
 
 
 
 
Alloying metals – Fixed price purchase contracts

 
0.9

 

 
0.9

Total derivative assets1
$

 
$
20.5

 
$

 
$
20.5

 
 
 
 
 
 
 
 


21


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

 
September 30, 2017
 
Level 1
 
Level 2
 
Level 3
 
Total
DERIVATIVE LIABILITIES:
 
 
 
 
 
 
 
Non-Designated Hedges:
 
 
 
 
 
 
 
Aluminum –
 
 
 
 
 
 
 
Fixed price sales contracts
$

 
$
(0.1
)
 
$

 
$
(0.1
)
Midwest premium swap contracts

 
(0.8
)
 

 
(0.8
)
Natural gas – Fixed price purchase contracts

 
(0.5
)
 

 
(0.5
)
Total derivative liabilities2
$

 
$
(1.4
)
 
$

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

 
$
3.3

 
$

 
$
3.3

Midwest premium swap contracts

 
0.9

 

 
0.9

Natural gas – Fixed price purchase contracts

 
1.6

 

 
1.6

Total derivative assets1
$

 
$
5.8

 
$

 
$
5.8

 
 
 
 
 
 
 
 
DERIVATIVE LIABILITIES:
 
 
 
 
 
 
 
Non-Designated Hedges:
 
 
 
 
 
 
 
Aluminum
 
 
 
 
 
 
 
Fixed price purchase contracts
$

 
$
(1.1
)
 
$

 
$
(1.1
)
Midwest premium swap contracts

 
(0.2
)
 

 
(0.2
)
Natural gas – Fixed price purchase contracts

 
(0.4
)
 

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

 
(0.1
)
 

 
(0.1
)
Total derivative liabilities2
$

 
$
(1.8
)
 
$

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


22


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

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

 
$

 
$
20.5

 
$
1.4

 
$
19.1

Total
$
20.5

 
$

 
$
20.5

 
$
1.4

 
$
19.1

 
Gross Amounts of Recognized Liabilities
 
Gross Amounts Offset in the Consolidated Balance Sheets
 
Net Amounts of Liabilities Presented in the Consolidated Balance Sheets
 
Gross Amounts Not Offset in the Consolidated Balance Sheets
 
Net Amount
Counterparty
(with netting agreements)
$
(1.4
)
 
$

 
$
(1.4
)
 
$
(1.4
)
 
$

Total
$
(1.4
)
 
$

 
$
(1.4
)
 
$
(1.4
)
 
$

The following tables present offsetting information regarding our derivatives by type of counterparty as of December 31, 2016 (in millions of dollars):
 
Gross Amounts of Recognized Assets
 
Gross Amounts Offset in the Consolidated Balance Sheets
 
Net Amounts of Assets Presented in the Consolidated Balance Sheets
 
Gross Amounts Not Offset in the Consolidated Balance Sheets
 
Net Amount
Counterparty
(with netting agreements)
$
3.3

 
$

 
$
3.3

 
$
1.0

 
$
2.3

Counterparty
(with partial netting agreements)
2.5

 

 
2.5

 
0.7

 
1.8

Total
$
5.8

 
$

 
$
5.8

 
$
1.7

 
$
4.1

 
Gross Amounts of Recognized Liabilities
 
Gross Amounts Offset in the Consolidated Balance Sheets
 
Net Amounts of Liabilities Presented in the Consolidated Balance Sheets
 
Gross Amounts Not Offset in the Consolidated Balance Sheets
 
Net Amount
Counterparty
(with netting agreements)
$
(1.0
)
 
$

 
$
(1.0
)
 
$
(1.0
)
 
$

Counterparty
(with partial netting agreements)
(0.8
)
 

 
(0.8
)
 
(0.7
)
 
(0.1
)
Total
$
(1.8
)
 
$

 
$
(1.8
)
 
$
(1.7
)
 
$
(0.1
)


23


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

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

 
$
56.6

 
$

 
$
73.9

Short-term investments

 
191.4

 

 
191.4

Total
$
17.3

 
$
248.0

 
$

 
$
265.3

The following table presents our other financial assets, classified under the appropriate level of the fair value hierarchy, as of December 31, 2016 (in millions of dollars):
 
Level 1
 
Level 2
 
Level 3
 
Total
Cash and cash equivalents
$
37.9

 
$
17.3

 
$

 
$
55.2

Short-term investments

 
231.0

 

 
231.0

Total
$
37.9

 
$
248.3

 
$

 
$
286.2



24


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

10. Net Income Per Share and Stockholders' Equity
Net Income Per Share. Basic and diluted net income per share were calculated as follows, for each period presented (in millions of dollars, except share and per share amounts):
 
Quarter Ended
 
Nine Months Ended
 
September 30,
 
September 30,
 
2017
 
2016
 
2017
 
2016
Numerator:
 
 
 
 
 
 
 
Net income
$
19.9

 
$
14.9

 
$
60.6

 
$
67.2

Denominator – Weighted-average common shares outstanding (in thousands):
 
 
 
 
 
 
 
Basic1
16,834

 
17,841

 
17,072

 
17,858

Add: dilutive effect of non-vested common shares, restricted stock units, performance shares and stock options
326

 
334

 
291

 
323

Diluted2
17,160

 
18,175

 
17,363

 
18,181

 
 
 
 
 
 
 
 
Net income per common share, Basic:
$
1.18

 
$
0.84

 
$
3.55

 
$
3.76

Net income per common share, Diluted:
$
1.16

 
$
0.82

 
$
3.49

 
$
3.70

______________________
1 
The basic weighted-average number of common shares outstanding during the periods presented excludes non-vested common shares, restricted stock units and performance shares.
2 
The diluted weighted-average number of common shares outstanding during the periods presented was calculated using the treasury method.
The following securities were excluded from the weighted-average diluted shares computation for the quarters and nine months ended September 30, 2017 and September 30, 2016 as their inclusion would have been anti-dilutive (in thousands of shares):
 
Quarter Ended
 
Nine Months Ended
 
September 30,
 
September 30,
 
2017
 
2016
 
2017
 
2016
Non-vested common shares, restricted stock units and performance shares
3

 
3

 
3

 
2

Total excluded
3

 
3

 
3

 
2

Dividends. During the nine months ended September 30, 2017 and September 30, 2016, we paid a total of approximately $26.4 million and $24.4 million, respectively, in cash dividends to stockholders, including the holders of restricted stock, and in dividend equivalents to the holders of certain restricted stock units and performance shares.
Stock Repurchase Program. From time to time, we repurchase shares pursuant to a stock repurchase program authorized by our Board of Directors. Such repurchases of our common stock are recorded as Treasury stock. Repurchase transactions will occur at such times and prices as management deems appropriate and will be funded with our excess liquidity after giving consideration to, among other things, internal and external growth opportunities and future cash flows. Repurchases may be in open-market transactions or in privately negotiated transactions and the program may be modified or terminated by our Board of Directors at any time.


25


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

The following table summarizes repurchases recorded as treasury stock for each period presented:
 
Nine Months Ended
 
September 30,
 
2017
 
2016
Number of common shares repurchased
806,307

 
170,304

Weighted-average repurchase price (dollars per share)
$
80.60

 
$
81.04

Total cost of repurchased common shares (in millions of dollars)
$
64.9

 
$
13.8

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


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

The following tables provide financial information by reporting segment and business unit for each period or as of each period end, as applicable (in millions of dollars):
 
Quarter Ended