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What changed in KAISER ALUMINUM CORP's 10-K — 2024 vs 2025

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Paragraph-level year-over-year comparison of KAISER ALUMINUM CORP's 2024 and 2025 10-K annual filings, covering the Business, Risk Factors, Legal Proceedings, Cybersecurity, MD&A and Market Risk sections. Every new, removed and edited paragraph is highlighted side-by-side so you can see exactly what management changed in the 2025 report.

+268 added−299 removedSource: 10-K (2026-02-19) vs 10-K (2025-02-20)

Top changes in KAISER ALUMINUM CORP's 2025 10-K

268 paragraphs added · 299 removed · 223 edited across 7 sections

Item 1. Business

Business — how the company describes what it does

57 edited+9 added−36 removed75 unchanged
Biggest changeOur fabricated aluminum mill products include flat-rolled (plate, sheet, and coil), extruded (rod, bar, hollows, and shapes), drawn (rod, bar, pipe, tube and wire) and certain cast aluminum products. The sophistication of our products is due to the metallurgy and physical properties of the metal and the special characteristics that are required for particular end uses.
Biggest changeInformation on our website is not incorporated into this Form 10-K unless expressly noted. 4 Business Overview Leading positions in select end markets Kaiser Aluminum Corporation, a Delaware corporation, manufactures and sells semi-fabricated specialty aluminum mill products that include flat-rolled (plate, sheet, and coil), extruded (rod, bar, hollows, and shapes), drawn (rod, bar, pipe, tube, and wire), and certain cast aluminum products.
Flat-rolled aluminum semi‑finished products are classified as plate (0.250 inches or greater in thickness), sheet (0.249 inches down to 0.008 inches in thickness) or coil (0.249 inches down to 0.001 inches in thickness). Extrusion/Drawing. Our extrusion process begins with a cast billet, which is an aluminum cylinder of varying length and diameter cut from a cast log.
Flat-rolled aluminum semi‑finished products are classified as plate (0.250 inches or greater in thickness), sheet (0.249 inches down to 0.008 inches in thickness) or coil (0.249 inches down to 0.001 inches in thickness). Extrusion and Drawing. Our extrusion process begins with a cast billet, which is an aluminum cylinder of varying length and diameter cut from a cast log.
Consistent with our corporate values, we promote fair business practices and a culture of accountability, responsibility, and ethical behavior through: • strong emphasis on the importance of integrity and competence; • conducting annual governance surveys to assess our culture and the effectiveness of our training; • adopting and enforcing our policies, including Corporate Governance Guidelines, Code of Business Conduct and Ethics, Human Rights Policy, and Diversity, Equity, Inclusion and Belonging Policy and compliance with applicable laws and regulations; and 11 • encouraging the reporting of illegal or unethical behavior, including the use of In-Touch, a third-party compliance feedback program.
Consistent with our corporate values, we promote fair business practices and a culture of accountability, responsibility, and ethical behavior through: • strong emphasis on the importance of integrity and competence; • conducting annual governance surveys to assess our culture and the effectiveness of our training; • adopting and enforcing our policies, including Corporate Governance Guidelines, Code of Business Conduct and Ethics, Human Rights Policy, and Diversity, Equity, Inclusion and Belonging Policy, and compliance with applicable laws and regulations; and • encouraging the reporting of illegal or unethical behavior, including the use of In-Touch, a third-party compliance feedback program.
In recent years, automotive original equipment manufacturers (“OEMs”) and their suppliers have, at an increasing pace, been converting many automotive components that historically were made of steel to aluminum to decrease weight without sacrificing structural integrity and 6 safety performance and thereby achieve greater fuel efficiency standards mandated by stringent United States’ Corporate Average Fuel Economy or equivalent state regulations.
In recent years, automotive original equipment manufacturers (“OEMs”) and their suppliers have, at an increasing pace, been converting many automotive components that historically were made of steel to aluminum to decrease weight without sacrificing structural integrity and safety performance and thereby achieve greater fuel efficiency standards mandated by stringent United States’ Corporate Average Fuel Economy or equivalent state regulations.
While commercial airframe build rates can be subject to certain short-term events (see Part I, Item 1A. “Risk Factors” included in this Form 10-K), we believe the long-term demand for air travel and fuel efficiency will continue to drive long-term growth for our products. Packaging. Our Packaging products are sold primarily to North American beverage and food can manufacturers.
While commercial airframe build rates can be subject to certain short-term events (see Part I, Item 1A. “Risk Factors” included in this Form 10-K), we believe the long-term demand for air travel and fuel efficiency will continue to drive long-term growth for our products. 6 Packaging. Our Packaging products are sold primarily to North American beverage and food can manufacturers.
Material may go through multiple drawing steps to achieve the final dimensional specifications. Extruded and drawn semi-fabricated products are manufactured in a variety of alloys and a range of tempers. In addition, some of our locations have remelt and casting operations to produce the ingot or log for flat rolling or extrusion processing, respectively.
Material may go through multiple drawing steps to achieve the final dimensional specifications. Extruded and drawn semi-fabricated products are manufactured in a variety of alloys and a range of tempers. 8 In addition, some of our locations have remelt and casting operations to produce the ingot or log for flat rolling or extrusion processing, respectively.
Our experienced and dedicated research and development team, combined with our Customer Service group, coordinates with coating suppliers, manufacturing operations, and our customers to create these alloy and coating systems. Research and Development Our products are differentiated based on the metallurgy and physical properties of the metal and special characteristics that are required for particular end uses.
Our experienced and dedicated research and development team, combined with our Customer Service group, coordinates with coating suppliers, manufacturing operations, and our customers to create these alloy and coating systems. 7 Research and Development Our products are differentiated based on the metallurgy and physical properties of the metal and special characteristics that are required for particular end uses.
(“IMT”) subsidiary provides us with significant technology and intellectual property that complements our metallurgical and application engineering expertise to further advance our capability to deliver highly engineered solutions for our customers. 8 We hold numerous patents, trademarks, trade secrets, and copyrights that relate to the design, use, and marketing of products.
(“IMT”) subsidiary provides us with significant technology and intellectual property that complements our metallurgical and application engineering expertise to further advance our capability to deliver highly engineered solutions for our customers. We hold numerous patents, trademarks, trade secrets, and copyrights that relate to the design, use, and marketing of products.
IMT is a leader in advanced manufacturing methods and techniques, which include multi-axis CNC machining, 3D Printing, welding, and fabrication for aerospace and defense, high tech, general industrial, and automotive applications. Many of our facilities employ the same basic manufacturing process and produce the same types of products.
Our IMT subsidiary is a leader in advanced manufacturing methods and techniques, which include multi-axis CNC machining, 3D Printing, welding, and fabrication for aerospace and defense, high tech, general industrial, and automotive applications. Many of our facilities employ the same basic manufacturing process and produce the same types of products.
Overall, we remain focused on providing products that meet the needs of our customers for demanding applications while being part of the carbon solution for “Best in Class” customer satisfaction. Aero/HS Products.
Overall, we remain focused on providing products that meet the needs of our customers for demanding applications while being part of the carbon solution for “Best in Class” customer satisfaction . 5 Aero/HS Products.
Our Automotive Extrusions are designed and produced to provide specific mechanical properties and performance attributes required in automotive applications across a broad mix of North American OEMs and automotive platforms. We believe that these attributes are not easily replicated by our competitors and are important to our customers, who are typically tier one automotive suppliers. Other Products.
Our Automotive Extrusions are designed and produced to provide specific mechanical properties and performance attributes required in automotive applications across a broad mix of North American OEMs and automotive platforms. We believe that these attributes are not easily replicated by our competitors and are important to our customers, who are typically tier one automotive suppliers.
In serving our North American customers for both GE Products and Automotive Extrusions, our primary competitors are Arconic Corporation and Norsk Hydro ASA, and for certain of these products, we also compete with smaller, regional participants. In North America, we also compete with general engineering heat treat plate products imported from South Africa, Europe, and China.
In serving our North American customers for both GE Products and Automotive Extrusions, our primary competitors are Arconic Corporation and Norsk Hydro ASA, and for certain of these products, we also compete with smaller, regional participants. In North America, we also compete with heat treat plate imported from South Africa, Europe, and China.
Some of our customers for Aero/HS Products and a majority of our customers for GE Products end markets pay a product price that incorporates the spot price of primary aluminum (MWTP) in effect at the time of shipment to a customer. Spot prices for these products change regularly based on competitive dynamics.
Some of our customers for Aero/HS Products and a majority of our customers for GE Products pay a product price that incorporates the spot price of primary aluminum (MWTP) in effect at the time of shipment to a customer. Spot prices for these products change regularly based on competitive dynamics.
Approximately 65% of our employees are represented by labor unions under labor contracts with varying durations and expiration dates. The following table shows each manufacturing location, the primary union affiliation, if any, and the expiration date for the current union contracts as of December 31, 2024.
Approximately 65% of our employees are represented by labor unions under labor contracts with varying durations and expiration dates. The following table shows each manufacturing location, the primary union affiliation, if any, and the expiration date for the current union contracts as of December 31, 2025.
We focus on: (i) continuing to consider ethnic and gender diversity as we identify training cohorts and opportunities; (ii) leveraging the views and perspectives of our diverse employees and leaders; (iii) developing meaningful metrics and benchmarks by location and job function to measure the effectiveness of our efforts; (iv) fostering relationships with educational institutions, employment agencies, and professional groups to expand the pool of potential candidates and employees to achieve a more diverse workforce; and (v) actively recruiting from military bases for military and veteran hiring.
We focus on: (i) continuing to consider diversity of backgrounds and experiences as we identify training cohorts and opportunities; (ii) leveraging the views and perspectives of our diverse employees and leaders; (iii) developing meaningful metrics and benchmarks by location and job function to measure the effectiveness of our efforts; (iv) fostering relationships with educational institutions, employment agencies, and professional groups to expand the pool of potential candidates and employees to achieve a more diverse workforce; and (v) actively recruiting from military bases for military and veteran hiring.
We have continued to introduce programs to educate and assist employees to make healthy lifestyle choices and have offered incentives and discounts to encourage participation across the organization, including: • annual onsite health biometric screenings; • providing flu shots and the COVID vaccination; 12 • an employee assistance program, providing confidential assistance with healthcare issues and the healthcare system, including crisis and emergency help; • a smoking/tobacco cessation program; • internal, as well as third-party, online wellness workshops, including workshops on nutrition and fitness; and • wellness coaching.
We have continued to introduce programs to educate and assist employees to make healthy lifestyle choices and have offered incentives and discounts to encourage participation across the organization, including: • annual onsite health biometric screenings; • preventative vaccination programs (e.g.: flu shots); • an employee assistance program, providing confidential assistance with healthcare issues and the healthcare system, including crisis and emergency help; • a smoking/tobacco cessation program; • internal, as well as third-party, online wellness workshops, including workshops on nutrition and fitness; and • wellness coaching.
We have a well-established talent review process that includes operations and functional leaders that are key in the early identification of high performing and high potential employees. We also track and review the gender and ethnic diversity of job applicants and new hires to evaluate our efforts to continue to increase the diversity of our organization.
We have a well-established talent review process that includes operations and functional leaders that are key in the early identification of high performing and high potential employees. We also track and review the diverse backgrounds of job applicants and new hires to evaluate our efforts to continue to increase the diversity of our organization.
In addition, certain hourly and salaried employees are also able to receive defined postretirement health and welfare benefits through VEBAs. 14
In addition, certain hourly and salaried employees are also able to receive defined postretirement health and welfare benefits through VEBAs. 13
For example, our GE products are used to produce armor for military vehicles, ordnances, manufacturing cells for semiconductor production, numerous electronic devices, after-market motor sport parts, tooling plate, parts for machinery and equipment, bolts, screws, and rivets. Automotive Extrusions. Automotive Extrusions consists primarily of 6000-series extruded aluminum products for many North American automotive applications.
For example, our GE Products are used to produce armor for military vehicles, ordnances, manufacturing cells for semiconductor production, numerous electronic devices, power transmission bus pipe and bar, after-market motor sport parts, tooling plate, parts for machinery and equipment, bolts, screws, and rivets. Automotive Extrusions. Automotive Extrusions consists primarily of 6000-series extruded aluminum products for many North American automotive applications.
Fluctuation in the underlying aluminum price is a significant factor influencing changes in competitive spot prices. Through spot pricing, we can generally pass aluminum price risk through to customers.
Fluctuation in the underlying aluminum price is a significant factor influencing changes in competitive spot prices. Through spot pricing, we can generally pass aluminum price risk through to customers. 9 • Index-based price.
Our pricing of semi-fabricated aluminum products is generally intended to lock in a conversion margin (representing the value added from the fabrication process) and to pass aluminum and certain alloy price fluctuations through to our customers.
Pricing, Metal Price Risk Management, and Hedging Our pricing of semi-fabricated aluminum products is generally intended to lock in a conversion margin (representing the value added from the fabrication process) and to pass aluminum and certain alloy price fluctuations through to our customers.
We are committed to the development of our employees through a broad mix of internal and external program resources incorporating on-the-job training and development through the Kaiser Leadership Program (“KLP”), the Front Line Leader Development Program (“FLLDP”), the Kaiser Aluminum Women’s Leadership Program (“KWLP”), Kaiser University, the Tuition Assistance Program, and the Metallurgy Excellence and Technical Strength Program.
We are committed to the development of our employees through a broad mix of internal and external program resources incorporating on-the-job training and development through the Kaiser Leadership Program (“KLP”), the Front Line Leader Development Program (“FLLDP”), the Kaiser Leader of Leaders Program (“KLLP”), Kaiser University, the Tuition Assistance Program, and the Metallurgy Excellence and Technical Strength Program.
We operate the following four research and development centers: • Rolling and Heat Treat Center. The Rolling and Heat Treat Center has complete hot rolling, cold rolling, and heat treat capabilities to simulate, in small lots, processing of flat-rolled products for process and product development on an experimental scale. • Metallurgical Analysis Center.
We operate the following research and development centers: • Rolling and Heat Treat Center. The Rolling and Heat Treat Center located at our Trentwood facility has complete hot rolling, cold rolling, and heat treat capabilities to simulate, in small lots, processing of flat-rolled products for process and product development on an experimental scale. • Metallurgical Analysis Centers.
Human Capital At December 31, 2024, we employed approximately 4,000 people, of which approximately 3,920 were employed in our manufacturing, sales, and support office locations and approximately 80 were employed in a corporate capacity. Governance and Culture Our talented workforce is a key factor underlying our success.
Human Capital At December 31, 2025, we employed 3,840 people, of which approximately 3,760 were employed in our manufacturing, sales, and support office locations and approximately 80 were employed in a corporate capacity. 10 Governance and Culture Our talented workforce is a key factor underlying our success.
Warrick is one of four major aluminum rolling mills currently dedicated to the packaging industry in North America, with one of the world’s largest ingot casting facilities, hot and cold rolling, coated finishing, and slitting capacity. Warrick has a unique capability to produce high-margin coated packaging products representing approximately 65% of our total Packaging shipments in 2024. GE Products.
Our Warrick facility is dedicated to the packaging industry in North America, with one of the world’s largest ingot casting facilities, hot and cold rolling, coated finishing, and slitting capacity. Warrick has a unique capability to produce high-margin coated packaging products representing approximately 75% of our total Packaging shipments in 2025. GE Products.
The Packaging Coating Center is focused on the forming and coating of our packaging products and has the capability on laboratory-scaled equipment to produce beverage end and food cans enabling the evaluation of new coatings and processes for packaging products. Our Imperial Machine & Tool Co.
The Packaging Coating Center located at our Warrick facility is focused on the forming and coating of our packaging products and has laboratory-scaled equipment capable of producing beverage end and food cans enabling the evaluation of new coatings and processes for packaging products. Our Imperial Machine & Tool Co.
The pricing structure of our typical aerospace and automotive contracts calls for our customer to pay a product price that incorporates a monthly index-based price for primary aluminum, such as the average MWTP for primary aluminum.
This pricing structure calls for our customer to pay a product price that incorporates a monthly index-based price for primary aluminum, such as the average MWTP for primary aluminum.
Our success is dependent on the knowledge, skills, and abilities of our current and future leaders and employees. 13 The KLP is a full year program that accelerates the readiness of key talent and combines personalized leadership development and Kaiser-management system focused curriculum with a unique opportunity to build relationships with an internal network of leaders across locations and functions.
The KLP is a full year program that accelerates the readiness of key talent and combines personalized leadership development and Kaiser-management system focused curriculum with a unique opportunity to build relationships with an internal network of leaders across locations and functions.
We believe employee safety begins with a strong and consistent tone at the top through our executive leadership with oversight provided by our Corporate Health and Safety team, led by our Chief Administrative Officer and General Counsel.
We believe employee safety begins with a strong and consistent tone at the top through our executive leadership with oversight provided by our Corporate Health and Safety team, led by our Executive Vice President – Manufacturing.
We believe fuel efficiency standards, along with consumer preference for larger vehicles and the growing conversion to electric and other alternative vehicles, will continue to drive growth in demand for aluminum extruded components in passenger vehicles as a replacement for the heavier weight of steel components.
We believe fuel efficiency standards and continued consumer preference for lightweight vehicles will continue to drive growth in demand for aluminum extruded components in passenger vehicles as a replacement for the heavier weight of steel components.
Major players have already transitioned some plastic bottled water and carbonated soft drink production to aluminum. We anticipate further growth will be underpinned by sustainability trends, the secular shift from plastic to aluminum and the fact that North American packaging capacity has been reallocated towards other end markets, including automotive and industrial.
We anticipate further growth will be underpinned by sustainability trends, the secular shift from plastic to aluminum and the fact that North American packaging capacity has been reallocated towards other end markets, including automotive and industrial.
News releases, announcements of upcoming earnings calls and events in which our management participates or hosts with members of the investment community and an archive of webcasts of such earnings calls and investor events and related investor presentations, are also available on our website. Information on our website is not incorporated into this Form 10-K unless expressly noted.
News releases, announcements of upcoming earnings calls and events in which our management participates or hosts with members of the investment community and an archive of webcasts of such earnings calls and investor events and related investor presentations, are also available on our website.
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, beverage and food packaging manufacturers and metal service centers. Approximately 75% of our shipments is sold direct to manufacturers or tier one suppliers and approximately 25% is sold to metal service centers.
Supplier of choice 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, beverage and food packaging manufacturers, and metal service centers.
Initially in solid form, aluminum is heated in a vessel to a temperature at which it melts. While in molten form, additional metals (aluminum alloyed scrap, alloy metals, primary aluminum, or high purity aluminum) are introduced to achieve the proper mixture of chemical elements for a particular aluminum alloy.
While in molten form, additional metals (aluminum alloyed scrap, alloy metals, primary aluminum, or high purity aluminum) are introduced to achieve the proper mixture of chemical elements for a particular aluminum alloy.
Our highly engineered solutions contribute to reduced carbon emissions by enabling improved performance of consumer products, light‑weighting in applications such as aircraft and transportation for fuel efficiency and increasing the use of recyclable aluminum beverage and food packaging.
Our Products Overview Our products are highly engineered aluminum solutions designed to meet the demanding performance requirements of the diverse end markets we serve. These solutions also contribute to reduced carbon emissions by enabling improved product performance, light weighting in applications such as aircraft and transportation for fuel efficiency, and increasing the use of recyclable aluminum beverage and food packaging.
See Note 17 of Notes to Consolidated Financial Statements included in this Form 10-K for information about our significant concentrations. Competition The semi-fabricated aluminum industry is highly competitive.
See Note 17 of Notes to Consolidated Financial Statements included in this Form 10-K for information about our significant concentrations.
While trailing indicators, such as total case incident rate (“TCIR”), lost-time case incident rate (“LTIR”) and days away, restricted and transfer rate, help us monitor our safety performance, leading indicators, such as significant injury and fatality potential and actual incident rate, near‑misses, timely addressing of internal and external audit findings, safety plan execution information and safety culture risk, help us monitor and assess risks and the effectiveness of our safety plans and processes.
Leading indicators, such as severe injury or fatality potential and actual incident rate, near‑misses, timely addressing of internal and external audit findings, safety plan execution information and safety culture risk, help us monitor and assess risks and the effectiveness of our safety plans and processes.
We sell our Aero/HS products to metal service centers, as well as directly to aerospace OEMs and tier one manufacturers. Sales are made primarily under long-term agreements, but also on an order-by-order basis. We serve this market with a North American and Western Europe sales force focused on Aero/HS products.
The majority of our sales are to North America based customers. Aero/HS Products. We sell our Aero/HS Products to metal service centers, as well as directly to aerospace OEMs and tier one manufacturers. Sales are made primarily under long-term agreements, but also on an order-by-order basis.
Index-based pricing typically allows us to pass aluminum price risk through to the customer and applies to the majority of our Aero/HS Products and Packaging end market sales and virtually all of our Automotive Extrusions end market sales. • Firm-price.
Index-based pricing typically allows us to pass aluminum price risk through to the customer and applies to a majority of our Aero/HS Products and Packaging sales and virtually all of our Automotive Extrusions sales. • Firm-price. Some of our customers who commit to volumes and timing of delivery pay a firm-price, creating aluminum price risk that we must hedge.
The Metallurgical Analysis Center consists of a full metallographic laboratory and a scanning electron microscope to support research and development programs as well as respond to plant technical service requests. • Solidification and Casting Center. The Solidification and Casting Center has a developmental casting unit capable of casting billets and ingots for extrusion and rolling experiments.
The Metallurgical Analysis Centers consists of a full metallographic laboratory and a scanning electron microscope to support research and development programs as well as respond to plant technical service requests.
Contract Location Union Expiration Date Chandler, Arizona (Extrusion) Non-union — Chandler, Arizona (Tube) USW Apr 2028 Columbia, New Jersey Non-union — Florence, Alabama USW Mar 2026 Jackson, Tennessee Non-union — Kalamazoo, Michigan USW Feb 2026 London, Ontario USW Canada Feb 2026 Los Angeles, California Teamsters Apr 2026 Heath, Ohio 1 USW Sep 2025 Newburgh, Indiana USW May 2027 Richland, Washington Non-union — Richmond, Virginia USW/IAM Nov 2026/Nov 2026 Sherman, Texas 2 N/A — Spokane Valley, Washington 1 USW Sep 2025 1.
Contract Location Union Expiration Date Chandler, Arizona (Extrusion) Non-union — Chandler, Arizona (Tube) USW Apr 2028 Columbia, New Jersey Non-union — Florence, Alabama USW Mar 2026 Jackson, Tennessee Non-union — Kalamazoo, Michigan USW Feb 2026 London, Ontario USW Canada Feb 2026 Los Angeles, California Teamsters Apr 2026 Newark USW Sep 2030 Warrick USW May 2027 Richland, Washington Non-union — Richmond, Virginia USW/IAM Nov 2026/Nov 2026 Trentwood USW Sep 2030 12 Recruiting, Training, Development, and Retention Recruiting.
We also believe that having a culture of health and safety involves every employee at every level throughout the organization assuming responsibility to guard against workplace injuries by recognizing risks and taking other actions to minimize injury risk and severity.
We stress risk awareness and safe job practices and engage our employees in conversations about safety and safety training using a variety of communication channels, including one-on-one communications. 11 We also believe that having a culture of health and safety involves every employee at every level throughout the organization assuming responsibility to guard against workplace injuries by recognizing risks and taking other actions to minimize injury risk and severity.
Sales are made directly to customers by our sales personnel located in the United States, Canada, and Western Europe and by independent sales agents in other regions of Asia, Latin America, and the Middle East. Our sales and marketing efforts are focused on the markets for Aero/HS Products, Packaging, GE Products, and Automotive Extrusions. Aero/HS Products.
Markets Sales, Marketing, and Distribution Industry sales for fabricated products fluctuate in response to competitive and market dynamics. Sales are made directly to customers by our sales personnel located in the United States, Canada, and Western Europe. Our sales and marketing efforts have historically focused on the markets for Aero/HS Products, Packaging, GE Products, and Automotive Extrusions.
We continue to expand our talent management initiatives to pursue the significant long-term potential for our continued success.
We continue to expand our talent management initiatives to pursue the significant long-term potential for our continued success. Our success is dependent on the knowledge, skills, and abilities of our current and future leaders and employees.
We centralize purchasing of our primary, rolling ingot and scrap, or recycled, aluminum requirements and related alloys used in the production process in order to better manage price, credit, and other benefits.
We centralize purchasing of our primary, rolling ingot and scrap, or recycled, aluminum requirements and related alloys used in the production process in order to better manage price, credit, and other benefits. We believe that integration of our operations allows us to capture efficiencies while allowing our facilities to remain highly focused on their specific processes and end market applications.
To produce the ingot or log, we purchase primary aluminum and/or recycled scrap aluminum segregated by alloys and other metals (including, but not limited to, copper, zinc, and magnesium) that are necessary to create various aluminum alloys. We also recycle internally generated scrap from our own manufacturing processes.
To produce the ingot or log, we purchase primary aluminum and/or recycled scrap aluminum segregated by alloys, necessary to create various aluminum alloys. We also recycle internally generated scrap from our own manufacturing processes. Initially in solid form, aluminum is heated in a vessel to a temperature at which it melts.
Total fabricated product shipments for which we were subject to price risk were, in millions of pounds, 154.9, 207.5, and 271.9 during 2024, 2023, and 2022, respectively. In addition to the aluminum pricing mechanisms described above, we also strive to pass through the cost of certain alloys through either pricing adders or surcharge mechanisms.
In addition to the aluminum pricing mechanisms described above, we also strive to pass through the cost of certain alloys through either pricing adders or surcharge mechanisms.
For the years ended December 31, 2024 and December 31, 2023, our largest customer accounted for 16% and 18%, respectively, of Net sales. While the loss of this customer could have a material adverse effect on us, we believe that our long-standing relationship with the customer is good and that 7 the risk of losing the customer is remote.
While the loss of this customer could have a material adverse effect on us, we believe that our long-standing relationship with the customer is good and that the risk of losing the customer is remote. See Note 17 of Notes to Consolidated Financial Statements included in this Form 10-K for information about our significant concentrations.
We believe that integration of our operations allows us to capture efficiencies while allowing our facilities to remain highly focused on their specific processes and end market applications. 9 Raw Materials To make our fabricated products, we purchase primary aluminum and scrap, or recycled aluminum from third-party suppliers in varying percentages depending on various market factors, including price and availability.
Raw Materials To make our fabricated products, we purchase primary aluminum and scrap, or recycled aluminum from third-party suppliers in varying percentages depending on various market factors, including price and availability. The price we pay for primary aluminum is typically based on the average MWTP, which reflects the primary aluminum supply/demand dynamics in North America.
Seasonality Under normal operating and economic conditions, we generally have immaterial fluctuations in our overall portfolio quarter‑over‑quarter results.
As with aluminum, we, from time to time, enter into either hedging transactions with third parties or firm price physical contracts to minimize the impact of alloy price fluctuations. Seasonality Under normal operating and economic conditions, we generally have immaterial fluctuations in our overall portfolio quarter‑over‑quarter results.
We further strive to enhance the efficiency of product flow to our customers and our status as a supplier of choice by tightly integrating the management of our operations across multiple production facilities, product lines, and target markets.
We strive to tightly integrate the management of our operations across multiple production facilities, product lines and target markets in order to increase the efficiency of product flow to our customers. Another key component of our business model is to maintain financial strength and flexibility through the business and economic cycles.
Similar to the KLP, the KWLP uses in-person events, program meetings, self-directed learning and assignments, mentoring meetings, and cohort collective meetings.
The KLLP provides a professional development curriculum, mentorship, and networking opportunities designed to support leaders in developing vital leadership skills and business insight, all grounded in Kaiser Aluminum’s corporate values. Similar to the KLP, the KLLP uses in-person events, program meetings, self-directed learning and assignments, mentoring meetings, and cohort collective meetings.
Using KPS, we seek to continuously reduce our own manufacturing costs and eliminate waste throughout the value chain. 5 A key component of our business model is to maintain financial strength and flexibility through the business and economic cycles.
We have a culture of continuous improvement that is facilitated by the KPS. We believe KPS enables us to continue to reduce our own manufacturing costs and eliminate waste throughout the value chain.
Some of our customers who commit to volumes and timing of delivery pay a firm-price, creating aluminum price risk that we must hedge. We are able to limit exposure to aluminum price risks created by firm-price customer sales contracts by using third-party hedging instruments.
We are able to limit exposure to aluminum price risks created by firm-price customer sales contracts by using third-party hedging instruments. Total fabricated product shipments for which we were subject to price risk were, in millions of pounds, 126.7, 154.9, and 207.5 during 2025, 2024, and 2023, respectively.
We manage and monitor our financial strength through routine analysis of our liquidity position under scenarios of varying business and economic cycles. We also prioritize our capital allocation toward organic growth, such as efficiencies and quality in each of our end markets, while maintaining a strong balance sheet for inorganic opportunities and market growth potential and providing return to shareholders.
We manage and monitor our financial strength through routine analysis of our liquidity position under scenarios of varying business and economic cycles and maintaining a disciplined approach to leverage. We believe that our product performance and customer experiences have afforded us a leading position in the attractive, growing end markets we serve.
The price we pay for primary aluminum is typically based on the average MWTP, which reflects the primary aluminum supply/demand dynamics in North America. The average LME and the average Midwest Premium for 2024, 2023 and 2022 were $1.10 + $0.19, $1.02 + $0.23 and $1.23 + $0.30, respectively.
The average LME and the average Midwest Premium for 2025, 2024 and 2023 were $1.19 + $0.59, $1.10 + $0.19 and $1.02 + $0.23, respectively. Scrap aluminum is typically purchased at a discount to the MWTP but can require additional processing. Suppliers We purchase raw materials from a wide array of vendors.
We strategically choose to serve technically challenging applications for which we can deploy our core metallurgical and process technology capabilities to produce highly engineered mill products with differentiated characteristics that present opportunities for us to receive premium pricing and to create long-term profitable growth.
These technically challenging applications leverage our core metallurgical and process technology capabilities to produce highly engineered mill products with differentiated characteristics that are required for the particular end uses. We strive to strengthen our competitive position through strategic capital investments aimed at increasing our capacity and expanding our manufacturing capabilities.
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Business Overview Kaiser Aluminum Corporation, a Delaware corporation, manufactures and sells semi-fabricated specialty aluminum mill products for the following end market applications: (i) Aero/HS Products; (ii) Packaging; (iii) GE Products; (iv) Automotive Extrusions; and (v) Other products.
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We strategically focus our business on select end markets with demanding applications and high barriers to entry, where we believe we have sustainable competitive advantages that allow us to earn premium pricing and generate long-term profitable growth. The end market applications on which we have historically focused include: (i) Aero/HS Products; (ii) Packaging; (iii) GE Products; and (iv) Automotive Extrusions.
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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 4 semi-fabricated mill products.
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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 and further improve our competitive cost position on all products produced at Trentwood.
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We refer to this as “metal price neutrality.” See the “Pricing, Metal Price Risk Management and Hedging” section below for more details.
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A significant portion of the Trentwood investment also focused on modernizing legacy equipment and the process flow for thin gauge plate to achieve Kaiser Select ® quality enhancements for Aero/HS Products and GE Products. We believe these improvements have allowed and will continue to allow us to gain incremental manufacturing capacity to enable future sales growth.
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With respect to the global market for flat-rolled aluminum mill products, our focus is on heat treated plate and sheet for applications that require higher strength and other desired product attributes that cannot be achieved by common alloy rolled products.
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With our strong balance sheet and liquidity position, as well as our disciplined approach to capital allocation, we believe that we are well-positioned to benefit from positive secular trends across our served markets, including growing aerospace demand driven by increasing air travel and space-related applications, continued light weighting initiatives in the automotive industry, and long-term demand for coated packaging products supported by consumer preference for sustainable and recyclable materials.
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The primary end market applications of flat-rolled heat treat plate and sheet are Aero/HS products (which we sell globally) and GE products (which we predominantly sell within North America). Our flat‑rolled aluminum products also include bare and coated aluminum coil for can stock applications in the beverage and food packaging industry in North America.
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We serve this market with a North American and Western Europe sales force focused on Aero/HS Products.
Removed
Our Packaging products require demanding attributes and can be further processed to include coating and slitting depending on customer specifications.
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As of December 31, 2025, approximately 70% of our shipments is sold directly to manufacturers or tier one suppliers and approximately 30% is sold to metal service centers. For the years ended December 31, 2025 and December 31, 2024, our largest customer accounted for 16% of Net sales.
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Similarly, in the areas of extruded and drawn aluminum mill products, our focus is on Aero/HS Products, GE Products and Automotive Extrusions for demanding applications that require high strength, machinability or other specific properties where we can create and maintain a defensible competitive position because of our technical expertise, strong production capability, and high product quality.
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Competition The semi-fabricated aluminum industry is highly competitive.
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We primarily serve North American demand for extruded and drawn aluminum mill products. Trentwood produces heat treat plate and sheet for aerospace and general engineering end market applications and Warrick produces bare and coated aluminum coil used for can stock applications in the beverage and food packaging industry.
Added
The centers are located at our Trentwood, Warrick, and Newark facilities and service our aerospace and commercial plate business, packaging business, and long products business, respectively. • Solidification and Casting Center. The Solidification and Casting Center located at our Newark facility has a developmental casting unit capable of casting billets and ingots for extrusion and rolling experiments.
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Our 10 extrusion/drawing facilities, 9 of which are in the United States and one of which is in Canada, serve aerospace, general engineering or automotive applications.
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Trailing indicators, such as total case incident rate (“TCIR”), lost-time case incident rate (“LTIR”), and days away, restricted, or transferred rate, help us monitor our safety performance.
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Our facility located in Columbia, New Jersey focuses on multi-material advanced manufacturing methods and techniques which include multi-axis computer numerical control (“CNC”) machining, additive manufacturing (“3D Printing”), welding and fabrication for demanding aerospace and defense, high tech and general industrial and automotive applications. In 2024, our consolidated Net sales totaled $3,024.0 million on 1,172.3 million pounds shipped from our facilities.
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We purchase primary, rolling ingot and scrap, or recycled, aluminum, our predominant raw material, and alloys at prices that fluctuate on a monthly basis, and our pricing policies generally allow us to pass the underlying index cost (see “Raw Materials” section below) of aluminum and certain alloys through to our customers so that we remain neutral to metal pricing.
Removed
However, for some of our higher margin products sold on a spot basis, competitive dynamics may limit the amount and/or delay the timing of selling price increases to recover our increased aluminum and alloy costs, resulting in a lag up to several months during which we may be exposed to metal price risk.
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As a result, we can experience an adverse impact when aluminum and alloy prices increase and a favorable impact to us when aluminum and alloy prices decline, as we and our competitors tend to defer adjusting pricing unless market dynamics require such in a declining metal cost environment.
Removed
We may also enter into firm-price customer sales agreements that specify a firm underlying metal price plus a conversion price. Spot sales with lagged aluminum and alloy price pass through and firm-price sales agreements create price exposure for us, which we mitigate through hedging and related programs with an objective to remain metal price neutral.

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Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

80 edited+13 added−13 removed92 unchanged
Biggest changeThe aggregate amount of payments made or incremental debt incurred in compliance with these limitations could be substantial. As indicated above, more detailed descriptions of our Revolving Credit Facility and the indentures governing our 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.
Biggest changeAs 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. 20 Servicing our debt requires a significant amount of cash and we may not have sufficient cash flow from our business to pay our debt or may be forced to take other actions to satisfy our obligations under our indebtedness, which may not be successful.
If we cannot make scheduled payments on our debt, we will be in default and holders of the 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.
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.
These potential impacts could have an adverse effect on our operations, financial position, results of operations, and cash flows. Expectations relating to sustainability considerations expose us to potential liabilities, increased costs and reporting requirements, reputational harm and other adverse effects on our business .
These and other potential impacts could have an adverse effect on our operations, financial position, results of operations, and cash flows. Expectations relating to sustainability considerations expose us to potential liabilities, increased costs and reporting requirements, reputational harm and other adverse effects on our business .
A payment default or an acceleration following an event of default under our Revolving Credit Facility or our indentures for our 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.
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.
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. Reductions in defense spending for aerospace and non-aerospace military applications could adversely affect demand for our products.
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. 15 Reductions in defense spending for aerospace and non-aerospace military applications could adversely affect demand for our products.
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 other reduction efforts.
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.
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 duties and tariffs 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 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 duties, tariffs, and sanctions imposed by the United States and certain other countries. The timing and magnitude of changes in market pricing for primary aluminum are largely unpredictable.
Additionally, our Revolving Credit Facility and the indentures for our 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.
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.
More detailed descriptions of our Revolving Credit Facility and the indentures governing our 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. Restrictive covenants in our debt instruments contain significant qualifications and exceptions.
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. Restrictive covenants in our debt instruments contain significant qualifications and exceptions.
Our Revolving Credit Facility and the indentures governing the 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.
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.
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.
The early settlement, reclassification of cumulative losses and/or the periodic adjustment to fair value through Net income associated with ineffective hedging activities could have a material negative impact on our financial position, results of operations, and cash flows.
Recent macroeconomic 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.
Macroeconomic 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.
A breach of the covenants or restrictions under our Revolving Credit Facility or under the indentures governing the 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 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.
Our industry is very sensitive to foreign economic, regulatory and political factors that may adversely affect our business. We import primary aluminum and certain alloy metals from, and manufacture fabricated products used in, foreign countries.
Our industry is very sensitive to foreign economic, regulatory and political factors that may adversely affect our business. We import primary aluminum and certain alloy metals from, and manufacture semi-fabricated products used in, foreign countries.
Our Revolving Credit Facility and the indentures governing our 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: • incur additional indebtedness and guarantee indebtedness; • pay dividends or make other distributions or repurchase or redeem capital stock; • prepay, redeem or repurchase certain debt; • issue certain preferred stock or similar equity securities; • make loans and investments; • sell assets; • incur liens; 20 • enter into transactions with affiliates; • alter the businesses we conduct; • enter into agreements restricting our subsidiaries’ ability to pay dividends; and • consolidate, merge or sell all or substantially all of our assets.
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: • incur additional indebtedness and guarantee indebtedness; • pay dividends or make other distributions or repurchase or redeem capital stock; • prepay, redeem or repurchase certain debt; • issue certain preferred stock or similar equity securities; 19 • make loans and investments; • sell assets; • incur liens; • enter into transactions with affiliates; • alter the businesses we conduct; • enter into agreements restricting our subsidiaries’ ability to pay dividends; and • consolidate, merge or sell all or substantially all of our assets.
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.
Although 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, 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.
These risks include but are not limited to: • the ability to attract and retain key management and other personnel and develop effective succession plans; • skills shortages in engineering, manufacturing, technology, construction and maintenance contractors and other labor market inadequacies; • regulations that subject us to additional capital or margin requirements or other restrictions that make it more difficult to hedge risks associated with our business or increase the cost of our hedging activities; • compliance with a wide variety of employment, minimum wage, health and safety laws and regulations and changes to such laws and regulations; • new or modified legislation related to health care; • pursuing growth through acquisitions, including the ability to identify acceptable acquisition candidates, finance and consummate acquisitions on favorable terms and successfully integrate acquired assets or businesses; • protection of intellectual property, including patents, trademarks, trade secrets and copyrights, from infringement by others and the potential defense of claims, whether meritorious or not, alleging the unauthorized use of the intellectual property of others; • the exertion of influence over us, individually or collectively, by a few entities with concentrated ownership of our stock; • failure to meet the expectations of investors, including recent environmental, social and governance expectations and other factors that are beyond the control of an individual company; • disputes, legal proceedings or investigations, whether meritorious or not, with respect to a variety of matters, including matters related to personal injury, employees, taxes, contracts and product liability; • taxation by multiple jurisdictions and the impact of such taxation on effective tax rate and the amount of taxes paid; • changes in tax laws and regulations; and • compliance with Section 404 of the Sarbanes-Oxley Act of 2002, including the potential impact of compliance failures.
These risks include but are not limited to: • the ability to attract and retain key management and other personnel and develop effective succession plans; • skills shortages in engineering, manufacturing, technology, construction and maintenance contractors and other labor market inadequacies; • regulations that subject us to additional capital or margin requirements or other restrictions that make it more difficult to hedge risks associated with our business or increase the cost of our hedging activities; • compliance with a wide variety of employment, minimum wage, health and safety laws and regulations and changes to such laws and regulations; • new or modified legislation related to health care; • pursuing growth through acquisitions, including the ability to identify acceptable acquisition candidates, finance and consummate acquisitions on favorable terms and successfully integrate acquired assets or businesses; • protection of intellectual property, including patents, trademarks, trade secrets and copyrights, from infringement by others and the potential defense of claims, whether meritorious or not, alleging the unauthorized use of the intellectual property of others; • introduction of artificial intelligence and the potential additional investment, potential impact on our competitive positioning, and potential impact on our workforce, among other factors; • the exertion of influence over us, individually or collectively, by a few entities with concentrated ownership of our stock; • failure to meet the expectations of investors, including recent environmental, social and governance expectations and other factors that are beyond the control of an individual company; • disputes, legal proceedings or investigations, whether meritorious or not, with respect to a variety of matters, including matters related to personal injury, employees, taxes, contracts and product liability; • taxation by multiple jurisdictions and the impact of such taxation on effective tax rate and the amount of taxes paid; • changes in tax laws and regulations; and • compliance with Section 404 of the Sarbanes-Oxley Act of 2002, including the potential impact of compliance failures.
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. 15 Our customers may reduce their demand for aluminum products in favor of alternative materials. Our products compete with other materials for use in various customer applications.
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. 14 Our customers may reduce their demand for aluminum products in favor of alternative materials. Our products compete with other materials for use in various customer applications.
A significant effect of a classified Board of Directors may be to deter hostile takeover attempts because an acquirer could experience delays in replacing a majority of directors. Moreover, stockholders are not permitted to call a special meeting. 25 RISKS RELATED TO PUBLICLY TRADED U.S. MANUFACTURING COMPANIES.
A significant effect of a classified Board of Directors may be to deter hostile takeover attempts because an acquirer could experience delays in replacing a majority of directors. Moreover, stockholders are not permitted to call a special meeting. 24 RISKS RELATED TO PUBLICLY TRADED U.S. MANUFACTURING COMPANIES.
However, 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.
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.
It is possible that the USW and the Company may extend the term of the agreement and its right to nominate board members beyond 2025. RISKS RELATED TO ENVIRONMENTAL LAWS AND REGULATIONS AND SUSTAINABILITY INITIATIVES. Environmental compliance, cleanup and damage claims may decrease our cash flow and adversely affect our business.
It is possible that the USW and the Company may extend the term of the agreement and its right to nominate board members beyond 2030. RISKS RELATED TO ENVIRONMENTAL LAWS AND REGULATIONS AND SUSTAINABILITY INITIATIVES. Environmental compliance, cleanup and damage claims may decrease our cash flow and adversely affect our business.
Pursuant to agreements we have with the USW, the USW has the right, subject to certain limitations, to nominate candidates which, if elected, would constitute 40% of our Board of Directors through December 31, 2025. As a result, the directors nominated by the USW have a significant voice in the decisions of our Board of Directors.
Pursuant to agreements we have with the USW, the USW has the right, subject to certain limitations, to nominate candidates which, if elected, would constitute 40% of our Board of Directors through December 31, 2030. As a result, the directors nominated by the USW have a significant voice in the decisions of our Board of Directors.
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, if our customers previously had purchased products from us at committed sales contract volumes that exceeded their actual need or for other reasons.
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 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.
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.
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.
While our Revolving Credit Facility and the indentures governing the 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, investors should be aware that these limitations are subject to significant qualifications and exceptions.
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.
We have accrued and will 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.
We have accrued and expect 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.
We derive a significant portion of our revenue from products sold to the aerospace, packaging, automotive and ground transportation industries. Macroeconomic factors include, but 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.
We derive a significant portion of our revenue from products sold to the aerospace, defense, packaging, automotive, 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.
RISKS RELATED TO CYBERSECURITY AND PRIVACY. We are subject to risks relating to our information technology systems and those of our third-party service providers. 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.
We are subject to risks relating to our information technology systems and those of our third-party service providers. 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.
Our Board of Directors has declared a cash dividend for each quarter since the summer of 2007. In addition, our Board of Directors has authorized a stock repurchase program.
Our Board of Directors has declared a cash dividend for each quarter since the second quarter of 2007. In addition, our Board of Directors has authorized a stock repurchase program.
The availability of these alloys in some cases has been and, in the future, may be restricted due to limited suppliers, government regulations, energy, supply chain disruptions, and/or general demand dynamics.
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.
The commercial aerospace industry is cyclical and subject to disruption. Downturns in the commercial aerospace industry could adversely affect our business. We derive a significant portion of our revenue from products sold to the aerospace industry. Notwithstanding a secular growth trend spanning nearly two decades, the aerospace industry is highly cyclical and furthermore, is subject to disruption.
Downturns in the commercial aerospace industry could adversely affect our business. We derive a significant portion of our revenue from products sold to the aerospace industry. Notwithstanding a secular growth trend spanning nearly two decades or more, the aerospace industry is highly cyclical and also is subject to disruption.
Downturns in the automotive and ground transportation industries could adversely affect our business. 16 The demand for our Automotive Extrusions and many of our general engineering and other industrial products is dependent on the production of cars, light trucks, SUVs, and heavy-duty vehicles and trailers in North America.
Downturns in the automotive and ground transportation industries could adversely affect our business. The demand for our Automotive Extrusions and many of our GE Products and other industrial products is dependent on the production of cars, light trucks, SUVs, and heavy-duty vehicles and trailers in North America.
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; and (ix) safety concerns with newly introduced and existing aircraft.
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 (x) safety concerns with newly introduced and existing aircraft.
Such factors include but are not limited to: 17 • the adoption of tariffs, duties and other forms of taxation; • trade disputes; • the implementation of controls on prices, exports and/or imports, including quotas; • the implementation of other restrictions on supply chains in connection with global health pandemics; • the imposition of currency restrictions; • inflation relative to the United States and related fluctuations in currency and interest rates; • government regulation in the countries in which we operate, service customers or purchase raw materials; • acts or threats of war or terrorism; • sanctions, including those in response to acts or threats of war or terrorism; • civil unrest and labor problems; and • the nationalization or appropriation of rights or other assets.
Such factors include but are not limited to: • the adoption of tariffs, duties and other forms of taxation; • trade disputes; 16 • the implementation of controls on prices, exports and/or imports, including quotas; • the implementation of other restrictions on supply chains in connection with global health pandemics or geopolitical disruptions to major shipping routes; • the imposition of currency restrictions; • inflation relative to the United States and related fluctuations in currency and interest rates; • government regulation in the countries in which we operate, service customers or purchase raw materials; • acts or threats of war, terrorism or violent suppression; • sanctions, including those in response to acts or threats of war, terrorism or violent suppression; • civil unrest and labor problems; and • the nationalization or appropriation of rights or other assets.
In particular, our Aero/HS products 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 product to when the finished product is installed on an aircraft often exceeds a year.
In particular, our Aero/HS Products 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 Products to when the finished products are installed on an aircraft often exceed a year.
Additionally, a breach could expose us, our customers, our suppliers, and our employees to risks of misuse of such information. Such negative consequences of cyberattacks or security breaches could adversely affect our reputation, competitive position, business, or results of operations.
Additionally, a breach could expose us, our customers, our suppliers, and our employees to risks of misuse of such 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.
Unplanned events may interrupt our production operations, which may adversely affect our business. 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, and supply chain interruptions.
Unplanned events may interrupt our production operations, which may adversely affect our business. 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.
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 increase our costs.
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.
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. Reduced pricing for aluminum can reduce our borrowing availability and cause our liquidity to decline.
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. Volatility in aluminum prices can impact our borrowing availability and cause our liquidity to decline.
Our customers may reduce their demand for our products if the government relaxes fuel efficiency 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.
Our customers may reduce their demand for our products as a result of the government relaxing 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.
Due to the impacts of supply chain disruptions, geopolitical activity, general economic conditions, 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.
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.
Our five largest customers in total accounted for approximately 55% of our 2024 net sales. Most of these customers have one or more sizable sales agreements with us.
Our five largest customers in total accounted for approximately 56% of our 2025 net sales. Most of these customers have one or more sizable sales agreements with us.
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 us that could materially adversely affect our business, reputation, results of operations, financial condition, and stock price.
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 us, including greenwashing or consumer protection claims, that could materially adversely affect our business, reputation, results of operations, financial condition, and stock price. 23 RISKS RELATED TO CYBERSECURITY AND PRIVACY.
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 these or other changes could be regulatory or voluntary and could impact our operations directly or indirectly through our customers or our supply chain.
Prolonged shortages or slowdowns could negatively impact our cost of goods and result in delays or non-delivery of shipments of our products. These or other related changes could impact our operations directly or indirectly through our customers or our supply chain.
Many governments, regulators, investors, employees, customers, and other stakeholders are increasingly focused on sustainability considerations relating to businesses, including climate change and greenhouse gas emissions, data privacy, artificial intelligence, human capital and diversity, equity and inclusion.
Many governments, regulators, investors, employees, customers, and other stakeholders continue to focus on sustainability considerations relating to businesses, including climate change and greenhouse gas emissions, data privacy, artificial intelligence, human capital and diversity and inclusion.
The loss of business with respect to, or a lack of commercial success of, one or more particular vehicle models for which we are a significant supplier could have an adverse impact on our financial position, results of operations, and cash flows.
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. RISKS RELATED TO SALES. We depend on a core group of significant customers.
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. RISKS RELATED TO SALES. We depend on a core group of significant customers.
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.
If the availability of recycled scrap aluminum in our regional markets were to tighten, scrap discounts relative to primary aluminum could decline and the amount of recycled scrap aluminum we could procure for use in our operations could decline, either of which could have an adverse effect on our financial position, results of operations, and cash flows.
If the availability of recycled scrap aluminum in our regional markets were to tighten, scrap discounts relative to primary aluminum could decline and the amount of recycled scrap aluminum we could procure for use in our operations could decline, either of which could have an adverse effect on our financial position, results of operations, and cash flows. 18 Our business could be adversely affected by the pricing and availability of alloying metals.
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.
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.
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.
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, including increased electricity and natural gas costs and potential curtailments during periods of grid stress.
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 trailers could adversely affect the demand for our products and have an adverse effect on our financial position, results of operations, and cash flows.
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 trailers, 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.
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.
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.
Our results of operations may be negatively affected by the amount of expense we record for our pension and other postretirement and postemployment benefit plans, reductions in the fair value of plan assets and other factors. We calculate income or expense for our plans using actuarial valuations in accordance with GAAP.
Our results of operations may be negatively affected by the amount of expense we record for our pension and other postretirement and postemployment benefit plans, reductions in the fair value of plan assets and other factors.
Certain of our manufacturing plants use significant amounts of electricity and natural gas and certain of our plants emit amounts of greenhouse gas above certain minimum thresholds that have or may be imposed.
Certain of our manufacturing plants use significant amounts of electricity and natural gas and certain of our plants emit amounts of greenhouse gas, including above minimum thresholds that have been imposed or that are under consideration.
A relaxation of fuel efficiency standards by the regulatory agencies or an extended period of moderate oil prices could reduce demand for new 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.
Any relaxations or delays of these standards or an extended period of low or moderate oil prices could reduce demand for new, 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.
Environmental Protection Agency, other federal regulatory agencies, and regulatory agencies of certain states have generally sought to limit growth of fossil fuel usage by establishing stricter fuel efficiency standards.
Environmental Protection Agency, other federal regulatory agencies, and regulatory agencies of certain states have in the past sought to limit fossil fuel usage by establishing stricter fuel efficiency and greenhouse-gas emissions standards.
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.
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. 22 Governmental regulation relating to greenhouse gas emissions may subject us to significant new costs and restrictions on our operations and could impact our supply chain and cost of material .
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 evolve over time.
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 the event that production of Warrick is negatively impacted by Alcoa’s failure to provide support or transition services, our operations, business, financial condition, and results of operations could be adversely affected. RISKS RELATED TO COMMODITY-RELATED PRICE FLUCTUATIONS. Our business could be adversely affected by pricing and availability of primary aluminum.
In the event that Warrick’s operations are negatively impacted by Alcoa’s failure to provide certain essential resources, our operations, business, financial condition, and results of operations could be adversely affected. RISKS RELATED TO COMMODITY-RELATED PRICE FLUCTUATIONS. Our business could be adversely affected by pricing and availability of primary aluminum.
In addition, several states, including the state of Washington, in which we have manufacturing operations, have implemented and continue to consider various greenhouse gas regulation and reduction programs through legislative proposals, executive orders and ballot initiatives.
In addition, several states, including the state of Washington, in which we have manufacturing operations, have enacted and continue to consider legislation and ballot initiatives, as well as executive orders, that would implement various greenhouse gas regulation and reduction programs.
Accordingly, preventing intrusions and detecting successful intrusions and defending against them continues to be more difficult and requires ever-increasing vigilance. 24 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.
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.
Environmental Protection Agency and the SEC, could regulate 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, make certain disclosures about emissions, which may be extensive, make significant capital investments, alter manufacturing practices or curtail production.
Environmental Protection Agency, have in the past regulated and could in the future seek 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, which requirements may be extensive and expensive to comply with, make significant capital investments, alter manufacturing practices or reduce direct or indirect emissions, which could result in curtailed production.
Our business could be adversely affected by the pricing and availability of alloying metals. 19 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.
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.
While certain of our operations, including the melting of aluminum, require the use of natural gas to achieve the required temperatures, 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 which could significantly increase our costs, reduce our competitiveness in the global economy or otherwise adversely affect our business, operations, or financial results.
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, we could experience significant increased costs, reduced competitiveness in the global economy or other adverse effects our business, operations, or financial results.
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.
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.
We may be unable to maintain a level of cash flows from operating activities sufficient to permit us to pay the interest, principal, and premium, if any, on our indebtedness. 21 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.
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.
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.
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. 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.
The increase or decrease in our contributions to these multiemployer pension plans will depend on our future collective bargaining, actions taken by trustees who manage the plans, actions of other participating employers, government regulations and the actual return on assets held in the plans, among other factors. 22 An adverse decline in the liability discount rate, lower-than-expected investment return on pension assets and other factors could affect our business, financial condition, results of operations or amount of pension funding contributions in future periods.
The increase or decrease in our contributions to these multiemployer pension plans will depend on our future collective bargaining, actions taken by trustees who manage the plans, actions of other participating employers, government regulations and the actual return on assets held in the plans, among other factors.
If these events were to occur, they could have an adverse effect on our financial position, results of operations and cash flows.
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.
These valuations reflect assumptions about financial markets and other economic conditions, which may change based on changes in key economic indicators.
We calculate income or expense for our plans using actuarial valuations in accordance with GAAP. 21 These valuations reflect assumptions about financial markets and other economic conditions, which may change based on changes in key economic indicators.
Developments or assertions by or against us relating to intellectual property rights, and any inability to protect or enforce our rights sufficiently, could adversely affect our business and competitive position. RISKS RELATED TO OUR STRATEGIC TRANSACTIONS AND INITIATIVES.
Developments or assertions by or against us relating to intellectual property rights, and any inability to protect or enforce our rights sufficiently, could adversely affect our business and competitive position. We rely on third parties to provide certain services that are critical to our operation.
At December 31, 2024, approximately 65% of our employees were represented by labor unions under labor contracts with varying durations and expiration dates. Employees at our Trentwood and Newark facilities are represented by the USW under a single contract that extends through September 2025, with a separate agreement with the USW for another operation related to Trentwood.
Employees at our Trentwood and Newark facilities are represented by the USW under a single contract that extends through September 2030, with a separate agreement with the USW for another operation related to Trentwood. The USW also represents employees at six other facilities.
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.
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 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.
Ongoing and heightened competitive price pressure makes it increasingly important for us to be a low-cost producer.
Over time, we have experienced pricing pressure on many of our products and anticipate continued pricing pressure in the future. Ongoing and heightened competitive price pressure makes it increasingly important for us to be a low-cost producer.
In addition, due to the industry we serve, there is an increased risk of cyberattacks, phishing attacks, and other forms of information technology threats.
Cyberattack and security breach strategies and methods continue to evolve and become more sophisticated, including thorough increasing utilization of artificial intelligence technologies. In addition, because we serve the defense industry, there is an increased risk of cyberattacks, phishing attacks, and other forms of information technology threats.
In addition, newly elected and/or 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 and/or revisit or reverse the environmental agendas of previous administrations with respect to previously established fuel efficiency standards.
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. The commercial aerospace industry is cyclical and subject to disruption.
New laws or regulations or changes to existing laws and regulations may also be enacted that increase the cost or complexity of compliance.
New laws or regulations or changes to existing laws and regulations may also be enacted that increase the cost or complexity of 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.
We are dependent upon Alcoa for certain resources essential to the day-to-day operation of our business at Warrick. We are dependent upon Alcoa for certain resources required for the day-to-day operation of our business at Warrick, which include “support services” such as the provision of potable water and certain environmental services.
We rely on Alcoa Corporation (“Alcoa”) for certain resources essential to the day-to-day operation of our business at Warrick. We rely on Alcoa for certain resources required to support daily operations at Warrick, including potable water.
We may not be able to successfully implement our productivity enhancement and cost reduction initiatives that are necessary to offset competitive price pressure. 18 Over time, we have experienced pricing pressure on many of our products and anticipate continued pricing pressure in the future.
Any such disruption could adversely affect our business, financial condition, and results of operations. 17 RISKS RELATED TO OUR STRATEGIC TRANSACTIONS AND INITIATIVES. We may not be able to successfully implement our productivity enhancement and cost reduction initiatives that are necessary to offset competitive price pressure.
Although some of these assets have been developed and the Company has taken possession of certain assets from Alcoa, a failure by Alcoa to provide support services or transition services upon the terms agreed to, including quality and performance standards, 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.
If Alcoa were to fail to provide these resources, we could incur substantial costs to keep the Warrick rolling mill operational or result in the temporary or permanent shutdown of Warrick’s operations.

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Item 1C. Cybersecurity

Cybersecurity — threats and controls disclosure

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Biggest changeAs part of this program, we take reasonable steps to provide our executive management and employees who may come into possession of confidential financial information with appropriate information security awareness 26 training. In addition, we employ multi-factor authentication and vulnerability management to mitigate and/or prevent cybersecurity incidents.
Biggest changeWe also conduct annual information security training to educate employees and make them aware of information security risks and to enable them to take steps to mitigate those risks. As part of this program, we take reasonable steps to provide our executive management and employees who may come into possession of confidential financial information with appropriate information security awareness training.
Management has not identified risks from cybersecurity threats, including as a result of any previous cybersecurity incidents involving us or third-parties, that have materially affected or are reasonably likely to materially affect the Company in 2024, including its business, strategy, results of operations, or financial condition. See “Item 1A.
Management has not identified risks from cybersecurity threats, including as a result of any previous cybersecurity incidents involving us or third-parties, that have materially affected or are reasonably likely to materially affect the Company in 2025 , including its business, strategy, results of operations, or financial condition. See “Item 1A.
The Director of Cybersecurity oversees and helps to ensure appropriate capabilities and controls are implemented in the areas of network security, endpoint protection, data protection, incident response, identity, and access management. Additionally, in this role, the Director of Cybersecurity works closely with third-party security partners surrounding monitoring and incident response services. 27
The Director of Cybersecurity oversees and helps to ensure appropriate capabilities and controls are implemented in the areas of network security, endpoint protection, data protection, incident response, identity, and access management. Additionally, in this role, the Director of Cybersecurity works closely with third-party security partners surrounding monitoring and incident response services. 26
A cybersecurity incident may be detected in a number of ways, including, but not limited to, through automated reporting mechanisms, network and system indicators, intrusion detection systems, employee reports, law enforcement reports, or other third-party notification.
In addition, we employ multi-factor authentication and vulnerability management to mitigate and/or prevent cybersecurity incidents. A cybersecurity incident may be detected in a number of ways, including, but not limited to, through automated reporting mechanisms, network and system indicators, intrusion detection systems, employee reports, law enforcement reports, or other third-party notification.
We utilize a risk-based, multi-layered information security approach that incorporates some of the National Institute of Standards and Technology (“NIST”) Cybersecurity Framework (“CSF”). We have adopted and implemented this approach to identify and mitigate information security risks in a manner that we believe is commercially reasonable for manufacturing companies of our size and scope.
We have adopted and implemented this approach to identify and mitigate information security risks in a manner that we believe is commercially reasonable for manufacturing companies of our size and scope. 25 The review of cybersecurity risks and threats is integrated into our enterprise risk management (“ERM”) program.
The review of cybersecurity risks and threats is integrated into our enterprise risk management (“ERM”). Our ERM program includes an annual risk prioritization process to identify key enterprise risks. Each key risk is assigned risk owners to establish action plans and implement risk mitigation strategies.
Our ERM program includes an annual risk prioritization process to identify key enterprise risks. Each key risk is assigned risk owners to establish action plans and implement risk mitigation strategies. The cybersecurity threat risk action plan is managed at the enterprise level by our Chief Information Officer (“CIO”), who reports to our Executive Vice President and Chief Financial Officer.
We regularly engage and consult with independent third-party consultants as part of our overall ERM, including penetration testing and periodic tabletop exercises to better prepare us for potential cyber threats. We also conduct annual information security training to educate employees and make them aware of information security risks and to enable them to take steps to mitigate those risks.
Management employs in-depth defense mechanisms throughout the enterprise. We regularly engage and consult with independent third-party consultants as part of our overall ERM, including penetration testing and periodic tabletop exercises to better prepare us for potential cyber threats.
Removed
The cybersecurity threat risk action plan is managed at the enterprise level by our Chief Information Officer (“CIO”), who reports to our Executive Vice President and Chief Financial Officer. Management employs in-depth defense mechanisms throughout the enterprise.
Added
We utilize a risk-based, multi-layered information security approach that incorporates some of the National Institute of Standards and Technology (“NIST”) Cybersecurity Framework (“CSF”).

Item 2. Properties

Properties — owned and leased real estate

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Biggest changeThe Newburg, Indiana facility is owned by us, while the land where the rolling mill is located is subject to a lease with a 2081 expiration date and a renewal option subject to certain terms and conditions. 4.
Biggest changeThe Warrick facility is owned by us, while the land where the rolling mill is located is subject to a lease with a 2081 expiration date and a renewal option subject to certain terms and conditions. 4. The Richland, Washington facility is subject to a lease with a 2030 expiration date, subject to certain extension rights held by us.
Production facilities and equipment are generally in good condition and suitable for their intended uses. For additional information regarding our production facilities, see the table under Item 1. Business “Resources - Manufacturing Processes” of this Form 10-K. Item 3. Legal Proceedings None. Item 4. Mine Saf ety Disclosures Not applicable. 28 PART II
Production facilities and equipment are generally in good condition and suitable for their intended uses. For additional information regarding our production facilities, see the table under Item 1. Business “Resources - Manufacturing Processes” of this Form 10-K. Item 3. Legal Proceedings None. Item 4. Mine Saf ety Disclosures Not applicable. 27 PART II
Pr operties The following table provides information regarding the location, size, and ownership of our principal production facilities as of December 31, 2024: Location Square footage Owned or Leased Chandler, Arizona 98,000 Leased 1 Chandler, Arizona 103,000 Leased 2 Columbia, New Jersey 33,000 Owned Florence, Alabama 249,000 Owned Jackson, Tennessee 306,000 Owned Kalamazoo, Michigan 465,000 Leased 2 London, Ontario 306,000 Owned Los Angeles, California 174,000 Owned Heath, Ohio 1,284,000 Owned Newburgh, Indiana 3,922,000 Owned/Leased 3 Richland, Washington 63,000 Leased 4 Richmond, Virginia 474,000 Owned Sherman, Texas 311,000 Owned 5 Spokane Valley, Washington 2,886,000 Owned/Leased 6 Total 10,674,000 1.
Pr operties The following table provides information regarding the location, size, and ownership of our principal production facilities as of December 31, 2025: Location Square footage Owned or Leased Chandler, Arizona 98,000 Leased 1 Chandler, Arizona 103,000 Leased 2 Columbia, New Jersey 33,000 Owned Florence, Alabama 249,000 Owned Jackson, Tennessee 306,000 Owned Kalamazoo, Michigan 465,000 Leased 2 London, Ontario 306,000 Owned Los Angeles, California 174,000 Owned Newark 1,284,000 Owned Warrick 3,943,000 Owned/Leased 3 Richland, Washington 63,000 Leased 4 Richmond, Virginia 474,000 Owned Trentwood 2,886,000 Owned Total 10,384,000 1.
Removed
The Richland, Washington facility is subject to a lease with a 2025 expiration date, subject to certain extension rights held by us. 5. During the quarter ended June 30, 2024, we initiated a plan to exit our soft alloy aluminum extrusion facility located in Sherman, Texas.
Removed
See Note 12 of Notes to Consolidated Financial Statements included in this Form 10-K for a description of our 2024 Restructuring Plan related to this facility. 6. The Spokane Valley, Washington facilities consist of 2,765,000 square feet, owned by us, and 121,000 square feet, which is subject to a lease with a 2025 expiration date.

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

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Biggest changeCOMPARISON OF 5 YEAR CUMULATIVE TOTAL RETURN Among Kaiser Aluminum Corporation, the Russell 2000 Index and the S&P SmallCap 600 Materials Index 29 Issuer Repurchases of Equity Securities The following table provides information regarding our repurchases of our common shares during the quarter ended December 31, 2024: Equity Incentive Plans Stock Repurchase Plan Total Number of Shares Purchased 1 Average Price per Share Total Number of Shares Purchased 2 Average Price per Share Maximum Dollar Value of Shares that May Yet Be Purchased Under the Program (millions) 2 October 1, 2024 - October 31, 2024 398 $ 68.93 — $ — $ 93.1 November 1, 2024 - November 30, 2024 475 82.05 — — 93.1 December 1, 2024 - December 31, 2024 2,442 71.30 — — 93.1 Total 3,315 $ 72.56 — $ — n/a 1.
Biggest changeCOMPARISON OF 5 YEAR CUMULATIVE TOTAL RETURN Among Kaiser Aluminum Corporation, the Russell 2000 Index and the S&P SmallCap 600 Materials Index 28 Issuer Repurchases of Equity Securities The following table provides information regarding our repurchases of our common shares during the quarter ended December 31, 2025: Equity Incentive Plans Stock Repurchase Plan Total Number of Shares Purchased 1 Average Price per Share Total Number of Shares Purchased 2 Average Price per Share Maximum Dollar Value of Shares that May Yet Be Purchased Under the Program (millions) 2 October 1, 2025 - October 31, 2025 444 $ 93.12 — $ — $ 93.1 November 1, 2025 - November 30, 2025 475 95.53 — — 93.1 December 1, 2025 - December 31, 2025 649 115.10 — — 93.1 Total 1,568 $ 102.95 — $ — n/a 1.
Stock Performance Graph The following graph compares the cumulative total shareholder return on our common stock with: (i) the Russell 2000 Index and (ii) the S&P SmallCap 600 Materials Index. We are a component of each of these indices. The graph assumes: (i) an initial investment of $100 as of December 31, 2019 and (ii) reinvestment of all dividends.
Stock Performance Graph The following graph compares the cumulative total shareholder return on our common stock with: (i) the Russell 2000 Index and (ii) the S&P SmallCap 600 Materials Index. We are a component of each of these indices. The graph assumes: (i) an initial investment of $100 as of December 31, 2020 and (ii) reinvestment of all dividends.
In September 2018, our Board of Directors authorized us to repurchase an indeterminate number of shares of our common stock at an aggregate market value of up to $100.0 million. At December 31, 2024, $93.1 million remained available to repurchase our common shares pursuant to the stock repurchase program. The September 2018 authorization does not have an expiration date.
In September 2018, our Board of Directors authorized us to repurchase an indeterminate number of shares of our common stock at an aggregate market value of up to $100.0 million. At December 31, 2025, $93.1 million remained available to repurchase our common shares pursuant to the stock repurchase program. The September 2018 authorization does not have an expiration date.
Under our equity incentive plan, participants may elect to have us withhold common shares to satisfy minimum statutory tax withholding obligations arising from the recognition of income and the vesting of restricted stock, restricted stock units, and performance shares.
Under our equity incentive plan, we may elect to withhold common shares to satisfy minimum statutory tax withholding obligations arising from the recognition of income and the vesting of restricted stock, restricted stock units, and performance shares.
Item 5. Market for Registrant’s Common Equity, Related Sto ckholder Matters and Issuer Purchases of Equity Securities Market Information Our outstanding common stock is traded under the ticker symbol “KALU” on the Nasdaq Global Select Market. Holders As of February 17, 2025, there were approximately 484 holders of record of our common stock.
Item 5. Market for Registrant’s Common Equity, Related Sto ckholder Matters and Issuer Purchases of Equity Securities Market Information Our outstanding common stock is traded under the ticker symbol “KALU” on the Nasdaq Global Select Market. Holders As of February 16, 2026, there were approximately 462 holders of record of our common stock.

Item 7. Management's Discussion & Analysis

Management's Discussion & Analysis (MD&A) — revenue / margin commentary

61 edited+22 added−23 removed30 unchanged
Biggest changeSee above in “Consolidated Results of Operations” for further details. 34 The following table provides our shipment and Conversion Revenue information (in millions of dollars, except shipments and Conversion Revenue per pound) by end market applications: Year Ended December 31, 2024 2023 Aero/HS Products: Shipments (mmlbs) 245.2 254.3 $ $ / lb $ $ / lb Net sales $ 883.0 $ 3.60 $ 899.3 $ 3.54 Less: Hedged Cost of Alloyed Metal (353.5 ) (1.44 ) (366.4 ) (1.44 ) Conversion Revenue $ 529.5 $ 2.16 $ 532.9 $ 2.10 Packaging: Shipments (mmlbs) 592.7 612.4 $ $ / lb $ $ / lb Net sales $ 1,260.9 $ 2.13 $ 1,315.2 $ 2.15 Less: Hedged Cost of Alloyed Metal (770.9 ) (1.30 ) (812.0 ) (1.33 ) Conversion Revenue $ 490.0 $ 0.83 $ 503.2 $ 0.82 GE Products: Shipments (mmlbs) 228.7 215.6 $ $ / lb $ $ / lb Net sales $ 618.1 $ 2.70 $ 596.5 $ 2.77 Less: Hedged Cost of Alloyed Metal (305.3 ) (1.33 ) (291.4 ) (1.35 ) Conversion Revenue $ 312.8 $ 1.37 $ 305.1 $ 1.42 Automotive Extrusions: Shipments (mmlbs) 101.4 104.5 $ $ / lb $ $ / lb Net sales $ 251.9 $ 2.48 $ 254.9 $ 2.44 Less: Hedged Cost of Alloyed Metal (132.2 ) (1.30 ) (138.7 ) (1.33 ) Conversion Revenue $ 119.7 $ 1.18 $ 116.2 $ 1.11 Other Products: Shipments (mmlbs) 4.3 9.6 $ $ / lb $ $ / lb Net sales $ 10.1 $ 2.35 $ 21.1 $ 2.20 Less: Hedged Cost of Alloyed Metal (5.9 ) (1.37 ) (12.6 ) (1.31 ) Conversion Revenue $ 4.2 $ 0.98 $ 8.5 $ 0.89 Total: Shipments (mmlbs) 1,172.3 1,196.4 $ $ / lb $ $ / lb Net sales $ 3,024.0 $ 2.58 $ 3,087.0 $ 2.58 Less: Hedged Cost of Alloyed Metal 1 (1,567.8 ) (1.34 ) (1,621.1 ) (1.35 ) Conversion Revenue $ 1,456.2 $ 1.24 $ 1,465.9 $ 1.23 1.
Biggest changeSee above in “Consolidated Results of Operations” for further details. 33 The following table provides our shipment and Conversion Revenue information (in millions of dollars, except shipments and Conversion Revenue per pound) by end market applications: Year Ended December 31, 2025 2024 Aero/HS Products: Shipments (mmlbs) 204.8 245.2 $ $ / lb $ $ / lb Net sales $ 837.8 $ 4.09 $ 883.0 $ 3.60 Less: Hedged Cost of Alloyed Metal (381.2 ) (1.86 ) (353.5 ) (1.44 ) Conversion Revenue $ 456.6 $ 2.23 $ 529.5 $ 2.16 Packaging: Shipments (mmlbs) 560.5 592.7 $ $ / lb $ $ / lb Net sales $ 1,489.6 $ 2.66 $ 1,260.9 $ 2.13 Less: Hedged Cost of Alloyed Metal (946.0 ) (1.69 ) (770.9 ) (1.30 ) Conversion Revenue $ 543.6 $ 0.97 $ 490.0 $ 0.83 GE Products: Shipments (mmlbs) 247.5 228.7 $ $ / lb $ $ / lb Net sales $ 759.2 $ 3.07 $ 618.1 $ 2.70 Less: Hedged Cost of Alloyed Metal (428.4 ) (1.73 ) (305.3 ) (1.33 ) Conversion Revenue $ 330.8 $ 1.34 $ 312.8 $ 1.37 Automotive Extrusions: Shipments (mmlbs) 95.4 101.4 $ $ / lb $ $ / lb Net sales $ 286.4 $ 3.00 $ 251.9 $ 2.48 Less: Hedged Cost of Alloyed Metal (164.2 ) (1.72 ) (132.2 ) (1.30 ) Conversion Revenue $ 122.2 $ 1.28 $ 119.7 $ 1.18 Other Products 1 : Shipments (mmlbs) — 4.3 $ $ / lb $ $ / lb Net sales $ — $ — $ 10.1 $ 2.35 Less: Hedged Cost of Alloyed Metal — — (5.9 ) (1.37 ) Conversion Revenue $ — $ — $ 4.2 $ 0.98 Total: Shipments (mmlbs) 1,108.2 1,172.3 $ $ / lb $ $ / lb Net sales $ 3,373.0 $ 3.04 $ 3,024.0 $ 2.58 Less: Hedged Cost of Alloyed Metal 2 (1,919.8 ) (1.73 ) (1,567.8 ) (1.34 ) Conversion Revenue $ 1,453.2 $ 1.31 $ 1,456.2 $ 1.24 1.
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 Senior Notes or other indebtedness we may incur in the future.
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.
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 covered employees.
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.
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), balance sheets, or statements of cash flows of the company.
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, balance sheets, or statements of cash flows of the company.
We believe we have sufficient liquidity to fund our operations and meet our short-term and long-term obligations. Our Revolving Credit Facility and Senior Notes have covenants that, we believe, allow us to operate our business with limited restrictions and significant flexibility for the foreseeable future.
We believe we have sufficient liquidity to fund our operations and meet our short-term and long-term obligations. 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.
See Note 1 and Note 13 of Notes to Consolidated Financial Statements included in this Form 10-K for further details with respect to these supply chain financing programs. Material Cash Requirements The discussion below summarizes our material cash requirements from significant contractual obligations, commercial commitments and off-balance sheet arrangements as of December 31, 2024. Debt.
See Note 1 and Note 13 of Notes to Consolidated Financial Statements included in this Form 10-K for further details with respect to these supply chain financing programs. Material Cash Requirements The discussion below summarizes our material cash requirements from significant contractual obligations, commercial commitments and off-balance sheet arrangements as of December 31, 2025. Debt.
Borrowing availability under the Revolving Credit Facility was determined by a borrowing base calculated as of December 31, 2024 and December 31, 2023. See Note 9 of Notes to Consolidated Financial Statements included in this Form 10-K for further details. We place our cash in bank deposits with high credit quality financial institutions.
Borrowing availability under the Revolving Credit Facility was determined by a borrowing base calculated as of December 31, 2025 and December 31, 2024. See Note 9 of Notes to Consolidated Financial Statements included in this Form 10-K for further details. We place our cash in bank deposits with high credit quality financial institutions.
See Note 9 of Notes to Consolidated Financial Statements included in this Form 10-K for further information regarding interest expense, capitalized interest expense, and a discussion of our debt and credit facilities that were in effect during each of the years 2024 and 2023. Other Income, Net.
See Note 9 of Notes to Consolidated Financial Statements included in this Form 10-K for further information regarding interest expense, capitalized interest expense, and a discussion of our debt and credit facilities that were in effect during each of the years 2025 and 2024. Other Income, Net.
Additionally, we are required to pay $0.3 million in annual administrative fees related to the hourly VEBA that provides benefits for eligible retirees represented by certain unions and their surviving spouses and eligible dependents through September 2025. Multiemployer Pension Plans.
Additionally, we are required to pay $0.3 million in annual administrative fees related to the hourly VEBA that provides benefits for eligible retirees represented by certain unions and their surviving spouses and eligible dependents through September 2030. Multiemployer Pension Plans.
As of December 31, 2024, we had deferred compensation plan liabilities for certain key employees, which were contingent upon investment performance, vesting and other eligibility requirements, including retirement dates. See Note 5 of Notes to Consolidated Financial Statements included in this Form 10-K for further information, including the total expense related to all benefit plans. Revolving Credit Facility.
As of December 31, 2025, we had deferred compensation plan liabilities for certain key employees, which were contingent upon investment performance, vesting and other eligibility requirements, including retirement dates. See Note 5 of Notes to Consolidated Financial Statements included in this Form 10-K for further information, including the total expense related to all benefit plans. 36 Revolving Credit Facility.
For a detailed discussion of items impacting the year ended December 31, 2022, as well as a year‑to‑year comparison of our financial position and results of operations for the years ended December 31, 2023 and December 31, 2022, refer to Part II, Item 7.
For a detailed discussion of items impacting the year ended December 31, 2023, as well as a year‑to‑year comparison of our financial position and results of operations for the years ended December 31, 2024 and December 31, 2023, refer to Part II, Item 7.
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.
In order 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.
A significant portion of the Trentwood investment also focused on modernizing legacy equipment and the process flow for thin gauge plate to achieve Kaiser Select ® quality enhancements for these Aero/HS Products and GE Products. These improvements have and will allow us to gain incremental manufacturing capacity to enable future sales growth.
A significant portion of the Trentwood investment also focused on modernizing legacy equipment and the process flow for thin gauge plate to achieve Kaiser Select ® quality enhancements for these Aero/HS Products and GE Products. These improvements have allowed us to gain incremental manufacturing capacity to enable future sales growth.
At December 31, 2024, we had uncertain tax positions which ultimately could result in tax payments. See Note 14 of Notes to Consolidated Financial Statements included in this Form 10-K for further information. 37 Pension, OPEB, and Salaried VEBA.
At December 31, 2025, we had uncertain tax positions which ultimately could result in tax payments. See Note 14 of Notes to Consolidated Financial Statements included in this Form 10-K for further information. Pension, OPEB, and Salaried VEBA.
See Note 16 of Notes to Consolidated Financial Statements included in this Form 10-K for information regarding restricted cash at December 31, 2024.
See Note 16 of Notes to Consolidated Financial Statements included in this Form 10-K for information regarding restricted cash at December 31, 2025.
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 April 2027. See Note 9 of Notes to Consolidated Financial Statements included in this Form 10-K for additional information. Uncertain Tax Liabilities .
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 October 2030. See Note 9 of Notes to Consolidated Financial Statements included in this Form 10-K for additional information. Uncertain Tax Liabilities .
See Statements of Consolidated Cash Flows included in this Form 10-K for further details on our cash flows from operating, investing, and financing activities for the years ended December 31, 2024 and December 31, 2023. 36 Sources of Liquidity Our most significant sources of liquidity include available cash and cash equivalents, available credit under the Revolving Credit Facility, and funds generated from operations.
See Statements of Consolidated Cash Flows included in this Form 10-K for further details on our cash flows from operating, investing, and financing activities for the years ended December 31, 2025 and December 31, 2024. 35 Sources of Liquidity Our most significant sources of liquidity include available cash and cash equivalents, available credit under the Revolving Credit Facility, and funds generated from operations.
As of December 31, 2024, we have outstanding fixed-rate notes with varying maturities for an aggregate principal amount of $1.05 billion.
As of December 31, 2025, we have outstanding fixed-rate notes with varying maturities for an aggregate principal amount of $1.05 billion.
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 year ended December 31, 2024 constituted approximately 36% of our Net sales.
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 year ended December 31, 2025 constituted approximately 32% of our Net sales.
Approximately 77% of our business is recognized at a point in time with the remaining 23% recognized over time. We follow the input method of recognizing revenue over time. Under this approach, revenue is recognized for products in production based on the cost incurred to date plus a reasonable margin.
Approximately 78% of our business is recognized at a point in time with the remaining 22% recognized over time. 38 We follow the input method of recognizing revenue over time. Under this approach, revenue is recognized for products in production based on the cost incurred to date plus a reasonable margin.
See Note 9 of Notes to Consolidated Financial Statements included in this Form 10-K for further details with respect to the 4.625% Senior Notes maturing in 2028 (“4.625% Senior Notes”) and the 4.50% Senior Notes maturing in 2031 (“4.50% Senior Notes”).
See Note 9 of Notes to Consolidated Financial Statements included in this Form 10-K for further details with respect to the 5.875% Senior Notes maturing in 2034 (“5.875% Senior Notes”) and the 4.50% Senior Notes maturing in 2031 (“4.50% Senior Notes”).
We do not believe that covenants in the indenture governing the 4.625% Senior Notes and 4.50% 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. Purchase Obligations.
We do not believe that covenants in the indentures governing the 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. Purchase Obligations.
Critical Accounting Estimates and Policies Our consolidated financial statements are prepared in accordance with GAAP. In connection with the preparation of our financial statements, we are required to make assumptions and estimates about future events and apply judgments that affect the reported amounts of assets, liabilities, revenue and expenses and the related disclosures.
In connection with the preparation of our financial statements, we are required to make assumptions and estimates about future events and apply judgments that affect the reported amounts of assets, liabilities, revenue and expenses and the related disclosures.
Hedged Cost of Alloyed Metal for 2024 and 2023 was comprised of $1,567.6 million and $1,599.7 million, respectively, reflecting the cost of aluminum at the average MWTP and the cost of certain alloys used in the production process, as well as metal price exposure on shipments that we hedged with realized losses upon settlement of $0.2 million and $21.4 million in 2024 and 2023, respectively, all of which were included within both Net sales and COGS in our Statements of Consolidated Income (Loss).
Hedged Cost of Alloyed Metal for 2025 and 2024 included $1,946.8 million and $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 $27.0 million and ($0.2) million in 2025 and 2024, respectively, all of which were included within both Net sales and COGS in our Statements of Consolidated Income.
See Note 8 of Notes to Consolidated Financial Statements included in this Form 10-K for the total realized (gain) loss on aluminum hedges for which we hedged the metal price exposure externally. 35 Liquidity and Capital Resources Summary The following table summarizes our liquidity (in millions of dollars): As of December 31, 2024 2023 Available cash and cash equivalents $ 18.4 $ 82.4 Borrowing availability under Revolving Credit Facility, net of letters of credit 1 553.4 516.7 Total liquidity $ 571.8 $ 599.1 1.
See Note 8 of Notes to Consolidated Financial Statements included in this Form 10-K for the total realized gains and losses on aluminum hedges for which we hedged the metal price exposure externally. 34 Liquidity and Capital Resources Summary The following table summarizes our liquidity (in millions of dollars): As of December 31, 2025 2024 Available cash and cash equivalents $ 7.0 $ 18.4 Borrowing availability under Revolving Credit Facility, net of letters of credit 1 540.2 553.4 Total liquidity $ 547.2 $ 571.8 1.
Total capital expenditures were $180.8 million in 2024 and $143.2 million in 2023. 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 2025 of approximately $125.0 million.
Total capital expenditures were $136.9 million in 2025 and $180.8 million in 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 2026 of approximately $120.0 million to $130.0 million.
At February 17, 2025, we had no outstanding borrowings under the Revolving Credit Facility after repaying borrowings of $37.3 million incurred subsequent to December 31, 2024. See Note 9 of Notes to Consolidated Financial Statements included in this Form 10-K for a description of our Revolving Credit Facility.
At February 16, 2026, we had no outstanding borrowings under the Revolving Credit Facility after repaying borrowings of $62.4 million, including $40.1 million incurred subsequent to December 31, 2025. See Note 9 of Notes to Consolidated Financial Statements included in this Form 10-K for a description of our Revolving Credit Facility.
A 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) modernization projects at our Trentwood rolling mill, which focused on equipment upgrades throughout the process flow to reduce conversion costs, increase efficiency and further improve our competitive cost position on all products produced at Trentwood.
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, and further improve our competitive cost position on all products produced at Trentwood.
See Note 13 of Notes to Consolidated Financial Statements included in this Form 10-K for details. Income Tax (Provision) Benefit. The income tax provision for 2024 was $16.7 million, resulting in an effective tax rate of 26.3%.
See Note 13 of Notes to Consolidated Financial Statements included in this Form 10-K for details. 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%.
Restructuring Costs. Restructuring costs reflect the impacts of our restructuring plans initiated in 2024 and 2022. See Note 12 of Notes to Consolidated Financial Statements included in this Form 10-K for further information regarding the restructuring plans. Other Operating Charges, Net .
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. Other Operating Charges, Net .
Capital Expenditures and Investments We strive to strengthen our competitive position across our end markets through strategic capital investment.
Capital Expenditures and Investments 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.
Cash Flows The following table summarizes our cash flows from operating, investing, and financing activities (in millions of dollars): Year Ended December 31, 2024 2023 Total cash provided by (used in): Operating activities $ 167.1 $ 211.9 Investing activities $ (174.6 ) $ (128.2 ) Financing activities $ (55.3 ) $ (54.3 ) Cash provided by operating activities for the year ended December 31, 2024 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 million, excluding LIFO impact, primarily driven by higher metal costs; (ii) an increase in contract assets of $14.9 million, primarily driven by timing of customer shipments; (iii) an increase in accounts payable of $14.1 million due to an increase in metal costs in addition to the timing of payments; and (iv) an increase in trade and other receivables of $4.4 million, primarily due to an increase in metal costs in addition to the timing of collections.
Cash provided by operating activities for the year ended December 31, 2024 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 $50.4 million, primarily driven by higher metal costs; (ii) an increase in contract assets of $14.9 million, primarily driven by timing of customer shipments; (iii) an increase in accounts payable of $14.1 million due to an increase in metal costs in addition to the timing of payments; and (iv) an increase in trade and other receivables of $4.5 million, primarily due to an increase in metal costs in addition to the timing of collections.
The level of anticipated capital expenditures may be adjusted from time to time depending on our business plans, our price outlook for fabricated aluminum products, our ability to maintain adequate liquidity, and other factors. No assurance can be provided as to the timing of any such expenditures or the operational benefits expected therefrom.
The level of anticipated capital expenditures may be adjusted from time to time depending on our business plans, our price outlook for fabricated aluminum products, our ability to maintain adequate liquidity, and other factors.
At December 31, 2024, future interest payments associated with our outstanding notes total $241.8 million, with $47.9 million payable within 12 months.
At December 31, 2025, future interest payments associated with our outstanding notes total $380.6 million, with $48.9 million payable within 12 months.
“Financial Statements and Supplementary Data” of this Form 10-K. Net Sales. The following table sets forth the 2024 and 2023 shipments (in millions of pounds) and Net sales (in millions of dollars) by end market applications and the respective fluctuations.
The following table sets forth the 2025 and 2024 shipments (in millions of pounds) and Net sales (in millions of dollars) by end market applications and the respective fluctuations.
The following table provides selected operational and financial information (in millions of dollars): Year Ended December 31, 2024 2023 Net income $ 46.8 $ 47.2 Interest expense 43.7 46.9 Other income, net (19.5 ) (7.4 ) Income tax provision 16.7 9.1 Depreciation and amortization 116.4 108.6 Non-run-rate items: Restructuring costs 7.6 5.0 Non-cash asset impairment charge 0.4 — Environmental expenses 1 4.4 0.2 Total non-run-rate items 12.4 5.2 Adjusted EBITDA $ 216.5 $ 209.6 1.
The following table provides selected operational and financial information (in millions of dollars): Year Ended December 31, 2025 2024 As Adjusted 1 Net income $ 112.5 $ 65.7 Interest expense 50.1 43.7 Other income, net (11.3 ) (19.5 ) Income tax provision 37.5 22.3 Depreciation and amortization 122.5 116.4 Non-run-rate items: Restructuring costs 1.9 7.6 Non-cash asset impairment charge — 0.4 Environmental expenses 2 0.3 4.4 Gain on disposition of operating property, plant and equipment (3.3 ) — Total non-run-rate items (1.1 ) 12.4 Adjusted EBITDA 3 $ 310.2 $ 241.0 1.
Holders of performance shares are not paid a quarterly dividend equivalent, but instead are entitled to receive, in connection with the issuance of underlying shares of common stock for performance shares that ultimately vest, a one-time payment equal to the dividends such holder would have received if the number of such shares of common stock so issued had been held of record by such holder from the date of grant of such performance shares through the date of such issuance. 38 See our Statements of Consolidated Stockholders’ Equity and Note 18 of Notes to Consolidated Financial Statements included in this Form 10-K for information regarding dividends declared during 2024 and 2023 and subsequent to December 31, 2024.
Holders of performance shares are not paid a quarterly dividend equivalent, but instead are entitled to receive, in connection with the issuance of underlying shares of common stock for performance shares that ultimately vest, a one-time payment equal to the dividends such holder would have received if the number of such shares of common stock so issued had been held of record by such holder from the date of grant of such performance shares through the date of such issuance.
Repurchases of Common Stock We are not obligated to repurchase any specific number of shares under our stock repurchase program. We suspended share repurchases as of March 2020. We will continue to assess share repurchases as a part of our capital allocation priorities and strategic investment opportunities identified to support further growth in our business.
We suspended share repurchases as of March 2020. We will continue to assess share repurchases as a part of our capital allocation priorities and strategic investment opportunities identified to support further growth in our business. At December 31, 2025, $93.1 million remained authorized and available for future repurchases of common stock under our stock repurchase program.
The impact on the combined pension and other postretirement and OPEB liabilities of a change in the weighted average discount rate of 0.25% would be approximately $3.3 million as of December 31, 2024 and would impact pretax earnings in 2025 by approximately $0.4 million.
A 0.25% change in the weighted average discount rate would impact the combined pension and other postretirement obligations by approximately $3.4 million as of December 31, 2025 and impact pretax earnings in 2026 by approximately $0.3 million. A 0.25% change in the expected LTRR would impact pretax earnings by about $0.2 million in 2026. See Note 5 for additional information.
Pension and Other Postretirement and Postemployment Benefits Liabilities and expenses for pension and other postretirement and postemployment benefits are determined using actuarial methodologies and incorporate significant assumptions, including the interest rate used to discount the future estimated liability, the expected long-term rate of return (“LTRR”) on plan assets and several assumptions relating to the employee workforce (salary increases, health care cost trend rates, retirement age and mortality).
Pension and Other Postretirement and Postemployment Benefits Our liabilities and expenses for pension and other postretirement and postemployment benefits are determined using actuarial methods and significant assumptions, including the discount rate, expected long-term rate of return (“LTRR”) on plan assets, and workforce-related factors such as salary growth, health care cost trends, retirement age, and mortality.
We are required to pay a monthly commitment fee equal to 0.25% per annum of the unused commitments under the Revolving Credit Facility. No borrowings were outstanding under our Revolving Credit Facility as of December 31, 2024.
We are required to pay a monthly commitment fee, calculated at a rate of either 0.20% or 0.25% per annum (depending on average revolver usage), on the unused commitments under the Revolving Credit Facility. Borrowings of $22.3 million were outstanding under our Revolving Credit Facility as of December 31, 2025.
Cash provided by operating activities for the year ended December 31, 2023 reflected results of business activity described within “Consolidated Selected Operational and Financial Information” above, as well as the following working capital changes: (i) a decrease in inventory of $47.2 million, excluding LIFO impact, primarily driven by improved inventory management and lower metal costs; (ii) a decrease in trade and other receivables of $33.1 million, primarily due to a decrease in metal costs in addition to the timing of collections; and (iii) a decrease in accounts payable of $43.0 million due to the timing of payments, in addition to a decrease in metal prices.
Cash provided by operating activities for the year ended December 31, 2025 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 $125.3 million primarily driven by higher metal costs, partially offset by a reduction in total inventory pounds; (ii) an increase in trade and other receivables of $81.9 million, primarily due to an increase in metal prices in addition to the timing of collections; (iii) an increase in accounts payable of $15.1 million due to an increase in metal costs in addition to the timing of payments; (iv) an increase in accrued liabilities of $13.4 million, primarily due to timing of uncleared cash disbursements; and (v) a decrease in contract assets of $10.0 million, primarily driven by timing of customer shipments.
At December 31, 2024, $93.1 million remained authorized and available for future repurchases of common stock under our stock repurchase program. See our Statements of Consolidated Stockholders’ Equity included in this Form 10-K for information regarding minimum statutory tax withholding obligations arising during 2024 and 2023 in connection with the vesting of non-vested shares, restricted stock units, and performance shares.
See our Statements of Consolidated Stockholders’ Equity included in this Form 10-K for information regarding minimum statutory tax withholding obligations arising during 2025 and 2024 in connection with the vesting of non-vested shares, restricted stock units, and performance shares. Critical Accounting Estimates and Policies Our consolidated financial statements are prepared in accordance with GAAP.
Dividends We have consistently paid a quarterly cash dividend since the second quarter of 2007 to holders of our common stock, including holders of restricted stock.
No assurance can be provided as to the timing of any such expenditures or the operational benefits expected therefrom. 37 Dividends We have consistently paid a quarterly cash dividend since the second quarter of 2007 to holders of our common stock, including holders of restricted stock.
Non-run-rate environmental expenses are related to legacy contingencies from activities at operating facilities prior to July 6, 2006. See Note 10 of Notes to Consolidated Financial Statements included in this Form 10-K for additional information relating to environmental expenses. Adjusted EBITDA for 2024 was $6.9 million higher than Adjusted EBITDA for 2023.
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. 2. Non-run-rate environmental expenses are related to legacy contingencies from activities at operating facilities prior to July 6, 2006.
The decrease reflected the following (in millions of dollars): Year Ended December 31, 2024 2023 Change % Increase (Decrease) Research and development costs $ 2.2 $ 2.9 $ (0.7 ) (24 %) Employee costs 83.3 80.0 3.3 4 % Other selling, general and administrative costs 35.3 39.8 (4.5 ) (11 %) Total $ 120.8 $ 122.7 $ (1.9 ) (2 %) 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.
The increase reflected the following (in millions of dollars), with employee costs being driven primarily by higher incentive costs: Year Ended December 31, 2025 2024 Change % Increase (Decrease) Research and development costs $ 1.4 $ 2.2 $ (0.8 ) (36 %) Employee costs 92.4 83.3 9.1 11 % Other selling, general and administrative costs 35.4 35.3 0.1 0 % Total $ 129.2 $ 120.8 $ 8.4 7 % Restructuring Costs.
COGS. COGS for 2024 totaled $2,691.1 million, or 89% of Net sales, compared to $2,754.9 million, or 89% of Net sales, in 2023.
COGS for 2025 totaled $2,930.6 million, or 87% of Net sales, compared to $2,666.6 million, or 88% of Net sales, in 2024.
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 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.
A change in our estimated average margins by 5% would have had an impact of approximately $0.1 million to Net income for the year ended December 31, 2024.
For the portion of revenue recognized over time, a 5% change in our estimated average margins would have impacted Net income for the year ended December 31, 2025 by approximately $0.1 million. Environmental Commitments and Contingencies We are subject to environmental laws and regulations and may incur fines, penalties, or claims related to compliance.
“Management’s Discussion and Analysis” of our Annual Report on Form 10-K for the year ended December 31, 2023 filed with the SEC on February 22, 2024. Non-GAAP Financial Measures This information contains certain non-GAAP financial measures.
“Management’s Discussion and Analysis” of our Annual Report on Form 10-K for the year ended December 31, 2024 filed with the SEC on February 20, 2025. Basis of Presentation Effective January 1, 2025, we changed our inventory valuation methodology from LIFO to WAC.
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. 33 Selected Operational and Financial Information The following data should be read in conjunction with our consolidated financial statements and the notes thereto included in Part II, Item 8.
There was no material difference between the effective tax rate and the projected blended statutory tax rate for either 2025 or 2024. 32 Selected Operational and Financial Information The following data should be read in conjunction with our consolidated financial statements and the notes thereto included in Part II, Item 8. “Financial Statements and Supplementary Data” of this Form 10-K.
For a reconciliation of Conversion Revenue to Net sales, see below in “Results of Operations - Selected Operational and Financial Information.” Results of Operations Fiscal 2024 Summary • Net income of $46.8 million and Net income per diluted share of $2.87; • Net sales of $3.02 billion; Conversion Revenue of $1.46 billion; • Adjusted EBITDA of $216.5 million; Adjusted EBITDA Margin 14.9%; • Capital investment of $180.8 million, primarily driven by the fourth coating line investment at Warrick; • As of December 31, 2024, we had $571.8 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 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. 31 Consolidated Selected Operational and Financial Information The following data should be read in conjunction with our consolidated financial statements and the notes thereto included in Item 8.
For a reconciliation of Conversion Revenue to Net sales, see below in “Results of Operations - Selected Operational and Financial Information.” 30 Results of Operations Fiscal 2025 Summary • Net income of $112.5 million and Net income per diluted share of $6.77; • Net sales of $3.37 billion; Conversion Revenue of $1.45 billion; • Adjusted EBITDA of $310.2 million; • 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; • As of December 31, 2025, we had $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 $51.3 million, or $3.08 per common share, in cash dividends during 2025.
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.
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.
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. 32 Selling, General, Administrative, Research and Development (“SG&A and R&D”).
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 decrease reflected the following (in millions of dollars): Year Ended December 31, 2024 2023 Change % Increase (Decrease) Hedged cost of alloyed metal $ 1,567.8 $ 1,621.1 $ (53.3 ) (3 %) Manufacturing costs 805.2 809.9 (4.7 ) (1 %) Plant overhead 170.5 164.6 5.9 4 % Freight costs 91.6 103.3 (11.7 ) (11 %) Other cost of products sold 56.0 56.0 — 0 % Total $ 2,691.1 $ 2,754.9 $ (63.8 ) (2 %) 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 increase reflected the following (in millions of dollars): Year Ended December 31, 2025 2024 As Adjusted 1 Change % Increase (Decrease) Hedged cost of alloyed metal $ 1,919.8 $ 1,567.8 $ 352.0 22 % Manufacturing costs 694.5 784.2 (89.7 ) (11 %) Plant overhead 181.5 178.5 3.0 2 % Freight costs 84.1 91.6 (7.5 ) (8 %) Other cost of products sold 50.7 44.5 6.2 14 % Total $ 2,930.6 $ 2,666.6 $ 264.0 10 % 1.
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.
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.
Adjusted EBITDA for the year ended December 31, 2024 was impacted by: (i) improved product mix, partially offset by lower shipment volume; (ii) a decrease in freight costs; (iii) favorable impact of metal sourcing strategies; and (iv) lower major maintenance costs driven by timing of annual planned maintenance programs.
Adjusted EBITDA for the year ended December 31, 2025 was impacted by: (i) improved product pricing and mix and (ii) favorable metal consumption cost.
Year Ended December 31, 2024 2023 Shipments Net sales Shipments Net sales Shipment Change % Increase (Decrease) Net sales Change % Increase (Decrease) Aero/HS Products 245.2 $ 883.0 254.3 $ 899.3 (9.1 ) (4 %) $ (16.3 ) (2 %) Packaging 592.7 1,260.9 612.4 1,315.2 (19.7 ) (3 %) (54.3 ) (4 %) GE Products 228.7 618.1 215.6 596.5 13.1 6 % 21.6 4 % Automotive Extrusions 101.4 251.9 104.5 254.9 (3.1 ) (3 %) (3.0 ) (1 %) Other Products 4.3 10.1 9.6 21.1 (5.3 ) (55 %) (11.0 ) (52 %) Total 1,172.3 $ 3,024.0 1,196.4 $ 3,087.0 (24.1 ) (2 %) $ (63.0 ) (2 %) 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.
Year Ended December 31, 2025 2024 Shipments Net sales Shipments Net sales Shipment Change % Increase (Decrease) Net sales Change % Increase (Decrease) Aero/HS Products 204.8 $ 837.8 245.2 $ 883.0 (40.4 ) (16 %) $ (45.20 ) (5 %) Packaging 560.5 1,489.6 592.7 1,260.9 (32.2 ) (5 %) 228.7 18 % GE Products 247.5 759.2 228.7 618.1 18.8 8 % 141.1 23 % Automotive Extrusions 95.4 286.4 101.4 251.9 (6.0 ) (6 %) 34.5 14 % Other Products 1 — — 4.3 10.1 (4.3 ) (100 %) (10.1 ) (100 %) Total 1,108.2 $ 3,373.0 1,172.3 $ 3,024.0 (64.1 ) (5 %) $ 349.0 12 % 1.
Based on our evaluation of environmental matters, we have established environmental accruals, primarily related to solid waste disposal and soil and groundwater remediation matters.
Based on our evaluation, we have recorded accruals primarily for solid waste disposal and soil and groundwater remediation. These accruals represent our best estimate of costs expected considering current laws, available information, and likely remediation actions. Estimating environmental costs involves uncertainty, and actual results may differ.
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.
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 $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.
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.
Removed
For a reconciliation of Adjusted EBITDA to Net income, see below in “Results of Operations - Selected Operational and Financial Information.” Reconciliations of certain forward-looking non-GAAP financial measures to comparable GAAP measures are not provided because certain items required for such reconciliations are outside of our control and/or cannot be reasonably predicted or provided without unreasonable effort.
Added
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.
Removed
Metal Pricing Policies Our pricing policies and hedging program are intended to significantly reduce or eliminate the impact on our profitability of fluctuations in the underlying price of primary 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.
Added
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. Non-GAAP Financial Measures This information contains certain non-GAAP financial measures.
Removed
SG&A and R&D expense totaled $120.8 million in 2024 compared to $122.7 million in 2023.
Added
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.” Metal Pricing Policies A fundamental part of our business model is to remain neutral to the impact from fluctuations in the market price for aluminum and certain alloys, thereby earning profit predominantly from the conversion of aluminum into semi-fabricated mill products.
Removed
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.
Added
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.
Removed
The income tax provision for 2023 was $9.1 million, resulting in an effective tax rate of 16.2%.
Added
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.
Removed
“Financial Statements and Supplementary Data” of this Form 10-K.
Added
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.
Removed
This was partially offset by: (i) higher personnel costs and (ii) an increase in energy costs.
Added
Consolidated Selected Operational and Financial Information The following data should be read in conjunction with our consolidated financial statements and the notes thereto included in Item 8. “Financial Statements and Supplementary Data” of this Form 10-K. Net Sales.
Removed
Significant investments over the past decade have positioned us well with increased capacity and expanded manufacturing capabilities while more recent capital projects have focused on further enhancing manufacturing cost efficiency, improving product quality, and promoting operational security, which we believe are critical to maintaining and strengthening our position in an increasingly competitive market environment.
Added
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.
Removed
Environmental Commitments and 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 and litigation based upon such laws and regulations.
Added
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. COGS.
Removed
These environmental accruals represent our estimate of costs reasonably expected to be incurred in the ordinary course of business based on presently enacted laws and regulations, currently available facts, existing technology and our assessment of the likely remediation action to be taken. Making estimates of possible incremental environmental remediation costs is subject to inherent uncertainties.

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Item 7A. Quantitative and Qualitative Disclosures About Market Risk

Market Risk — interest-rate, FX, commodity exposure

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Biggest changeForeign Currency As of December 31, 2024, we hedged the foreign currency exchange rate risk related to certain lease transactions and equipment purchases denominated in Euros and British Pounds using forward swap contracts with settlement dates through July 2027.
Biggest changeWe had no outstanding electricity derivative positions as of December 31, 2025 or December 31, 2024. Foreign Currency As of December 31, 2025, we hedged the foreign currency exchange rate risk related to certain lease transactions and equipment purchases denominated in Euros using forward swap contracts with settlement dates through July 2027.
We estimate that a 10% decrease in the exchange rate of our hedged foreign currencies to U.S. dollars would have resulted in an unrealized mark-to-market loss of $0.8 million and $1.9 million as of December 31, 2024 and December 31, 2023, respectively, with corresponding changes to the net fair value of our foreign currency derivative positions.
We estimate that a 10% decrease in the exchange rate of our hedged foreign currencies to U.S. dollars would have resulted in an unrealized mark-to-market loss of $0.1 million and $0.8 million as of December 31, 2025 and December 31, 2024, respectively, with corresponding changes to the net fair value of our foreign currency derivative positions.
We estimate that a $1.00 per mmbtu decrease in natural gas prices would have resulted in an unrealized mark-to-market loss of $2.8 million and $3.4 million as of December 31, 2024 and December 31, 2023, respectively, with corresponding changes to the net fair value of our natural gas derivative positions.
We estimate that a $1.00 per mmbtu decrease in natural gas prices would have resulted in an unrealized mark-to-market loss of $3.1 million and $2.8 million as of December 31, 2025 and December 31, 2024, respectively, with corresponding changes to the net fair value of our natural gas derivative positions.
As of December 31, 2024, we had forward swap contracts with settlement dates designed to align with the timing of scheduled purchases of copper and zinc by our manufacturing facilities.
As of December 31, 2025, we had forward swap contracts with settlement dates designed to align with the timing of scheduled purchases of copper and zinc by our manufacturing facilities.
We estimate that a $0.10/lb decrease in the market price of zinc and copper as of December 31, 2024 and December 31, 2023, with all other variables held constant, would have resulted in an unrealized mark-to-market loss of $0.9 million and $0.8 million, respectively, with corresponding changes to the net fair value of our zinc and copper derivative positions.
We estimate that a $0.10/lb decrease in the market price of zinc and copper as of December 31, 2025 and December 31, 2024, with all other variables held constant, would have resulted in an unrealized mark-to-market loss of $0.6 million and $0.9 million, respectively, with corresponding changes to the net fair value of our zinc and copper derivative positions.
In addition, we estimate that a $0.05/lb decrease in the Midwest premium for aluminum as of December 31, 2024 and December 31, 2023, with all other variables held constant, would have resulted in an unrealized mark-to-market loss of $2.0 million and $1.4 million, respectively, with corresponding changes to the net fair value of our aluminum derivative positions.
In addition, we estimate that a $0.05/lb decrease in the Midwest premium for aluminum as of December 31, 2025 and December 31, 2024, with all other variables held constant, would have resulted in an unrealized mark-to-market loss of $0.8 million and $2.0 million, respectively, with corresponding changes to the net fair value of our aluminum derivative positions.
Based on the aluminum derivative positions held by us to hedge firm-price customer sales agreements, we estimate that a $0.10/lb decrease in the LME market price of aluminum as of December 31, 2024 and December 31, 2023, with all other variables held constant, would have resulted in an unrealized mark-to-market loss of $4.7 million and $6.3 million, respectively, with corresponding changes to the net fair value of our aluminum derivative positions.
Based on the aluminum derivative positions held by us to hedge firm-price customer sales agreements, we estimate that a $0.10/lb decrease in the LME market price of aluminum as of December 31, 2025 and December 31, 2024, with all other variables held constant, would have resulted in an unrealized mark-to-market loss of $2.5 million and $4.7 million, respectively, with corresponding changes to the net fair value of our aluminum derivative positions.
Our primary foreign exchange exposure is the operating costs of our London, Ontario facility. We estimate that a 10% change in the Canadian dollar exchange rate as of December 31, 2024 and December 31, 2023 would have resulted in an annual operating cost impact of $2.8 million and $2.7 million, respectively. 41 KAISER ALUMINUM CORPORATION AND SUBSIDIARY COMPANIES
Our primary foreign exchange exposure is the operating costs of our London, Ontario facility. We estimate that a 10% change in the Canadian dollar exchange rate as of December 31, 2025 and December 31, 2024 would have resulted in an annual operating cost impact of $2.9 million and $2.8 million, respectively. 40 KAISER ALUMINUM CORPORATION AND SUBSIDIARY COMPANIES
We have historically utilized hedging transactions to lock in a specified price or range of prices for certain products which we sell or consume in our production process, and to mitigate our exposure to changes in energy prices. 40 Aluminum In 2024 and 2023, settlements of derivative contracts were for 154.9 million pounds and 207.5 million pounds, respectively, of hedged shipments sold on pricing terms that created aluminum price risk for us.
We have historically utilized hedging transactions to lock in a specified price or range of prices for certain products which we sell or consume in our production process, and to mitigate our exposure to changes in energy prices. 39 Aluminum In 2025 and 2024, settlements of derivative contracts were for 126.7 million pounds and 154.9 million pounds, respectively, of hedged shipments sold on pricing terms that created aluminum price risk for us.
At December 31, 2024, we had derivative contracts with respect to approximately 46.8 million pounds and 0.5 million pounds to hedge sales to be made in 2025 and 2026, respectively, on pricing terms that create aluminum price risk for us.
At December 31, 2025, we had derivative contracts with respect to approximately 23.9 million pounds and 0.7 million pounds to hedge sales to be made in 2026 and 2027, respectively, on pricing terms that create aluminum price risk for us.
Removed
As of December 31, 2024, we had no outstanding electricity derivative positions. We estimate that a $5.00 per Mwh decrease in electricity prices would have resulted in an unrealized mark-to-market loss of $0.3 million as of December 31, 2023, with corresponding changes to the net fair value of our electricity derivative positions.

Other KALU 10-K year-over-year comparisons