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Item 7. Management’s Discussion and Analysis

2025-02-20 compared with 2024-02-21 · 895 added, 903 removed, 2048 unchanged (47% of the section changed)

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(dollars in millions, except per-share amounts, average realized prices, and average cost amounts;

dry metric tons in millions (mdmt);

metric tons in thousands (kmt);

dry metric tons in millions (mdmt))

Forward-Looking Statements

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Forward-looking statements include those containing such words as “aims,” “ambition,” “anticipates,” “believes,” “could,” “develop,” “endeavors,” “estimates,” “expects,” “forecasts,” “goal,” “intends,” “may,” “outlook,” “potential,” “plans,” “projects,” “reach,” “seeks,” “sees,” “should,” “strive,” “targets,” “will,” “working,” “would,” or other words of similar meaning.

All statements by Alcoa Corporation that reflect expectations, assumptions or projections about the future, other than statements of historical fact, are forward-looking statements, including, without limitation, forecasts concerning global demand growth for bauxite, alumina, and aluminum, and supply/demand balances;

All statements by Alcoa Corporation that reflect expectations, assumptions or projections about the future, other than statements of historical fact, are forward-looking statements, including, without limitation, statements regarding forecasts concerning global demand growth for bauxite, alumina, and aluminum, and supply/demand balances;

statements, projections or forecasts of future or targeted financial results, or operating performance (including our ability to execute on strategies related to environmental, social and governance matters);

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(g) unfavorable changes in the cost, quality, or availability of raw materials or other key inputs, or by disruptions in the supply chain;

(h) our ability to execute on our strategy to be a lower cost, competitive, and integrated aluminum production business and to realize the anticipated benefits from announced plans, programs, initiatives relating to our portfolio, capital investments, and developing technologies;

(i) our ability to integrate and achieve intended results from joint ventures, other strategic alliances, and strategic business transactions;

(j) economic, political, and social conditions, including the impact of trade policies and adverse industry publicity;

(k) fluctuations in foreign currency exchange rates and interest rates, inflation and other economic factors in the countries in which we operate;

(l) changes in tax laws or exposure to additional tax liabilities;

(m) global competition within and beyond the aluminum industry;

(n) our ability to obtain or maintain adequate insurance coverage;

(o) disruptions in the global economy caused by ongoing regional conflicts;

(p) legal proceedings, investigations, or changes in foreign and/or U.S.

(h) economic, political, and social conditions, including the impact of trade policies, tariffs, and adverse industry publicity;

(i) legal proceedings, investigations, or changes in foreign and/or U.S.

federal, state, or local laws, regulations, or policies;

(q) climate change, climate change legislation or regulations, and efforts to reduce emissions and build operational resilience to extreme weather conditions;

(r) our ability to achieve our strategies or expectations relating to environmental, social, and governance considerations;

(s) claims, costs, and liabilities related to health, safety and environmental laws, regulations, and other requirements in the jurisdictions in which we operate;

(t) liabilities resulting from impoundment structures, which could impact the environment or cause exposure to hazardous substances or other damage;

(u) our ability to fund capital expenditures;

(v) deterioration in our credit profile or increases in interest rates;

(w) restrictions on our current and future operations due to our indebtedness;

(x) our ability to continue to return capital to our stockholders through the payment of cash dividends and/or the repurchase of our common stock;

(y) cyber attacks, security breaches, system failures, software or application vulnerabilities, or other cyber incidents;

(z) labor market conditions, union disputes and other employee relations issues;

(aa) a decline in the liability discount rate or lower-than-expected investment returns on pension assets;

and (bb) the other risk factors discussed in Part 1 Item 1A of this Form 10-K and other reports filed by Alcoa Corporation with the SEC, including those described in this report.

(j) changes in tax laws or exposure to additional tax liabilities;

(k) climate change, climate change legislation or regulations, and efforts to reduce emissions and build operational resilience to extreme weather conditions;

(l) disruptions in the global economy caused by ongoing regional conflicts;

(m) fluctuations in foreign currency exchange rates and interest rates, inflation and other economic factors in the countries in which we operate;

(n) global competition within and beyond the aluminum industry;

(o) our ability to achieve our strategies or expectations relating to environmental, social, and governance considerations;

(p) claims, costs, and liabilities related to health, safety and environmental laws, regulations, and other requirements in the jurisdictions in which we operate;

(q) liabilities resulting from impoundment structures, which could impact the environment or cause exposure to hazardous substances or other damage;

(r) dilution of the ownership position of the Company’s stockholders, price volatility, and other impacts on the price of Alcoa common stock by the secondary listing of the Alcoa common stock on the Australian Securities Exchange;

(s) our ability to obtain or maintain adequate insurance coverage;

(t) our ability to execute on our strategy to reduce complexity and optimize our asset portfolio and to realize the anticipated benefits from announced plans, programs, initiatives relating to our portfolio, capital investments, and developing technologies;

(u) our ability to integrate and achieve intended results from joint ventures, other strategic alliances, and strategic business transactions;

(v) our ability to fund capital expenditures;

(w) deterioration in our credit profile or increases in interest rates;

(x) impacts on our current and future operations due to our indebtedness;

(y) our ability to continue to return capital to our stockholders through the payment of cash dividends and/or the repurchase of our common stock;

(z) cyber attacks, security breaches, system failures, software or application vulnerabilities, or other cyber incidents;

(aa) labor market conditions, union disputes and other employee relations issues;

(bb) a decline in the liability discount rate or lower-than-expected investment returns on pension assets;

and (cc) the other risk factors discussed in Part 1 Item 1A of this Form 10-K and other reports filed by Alcoa Corporation with the SEC, including those described in this report.

We caution readers not to place undue reliance upon any such forward-looking statements, which speak only as of the date they are made.

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Business Update

During 2023, average alumina and aluminum prices decreased by 6% and 17% respectively, and the cost for energy and raw materials, including carbon products, caustic soda, and other key inputs decreased.

The lower costs for energy and raw materials reflect a decline from the elevated costs in 2022, which were driven by regional conflicts, inflation pressures and multiple supply chain disruptions.

Despite the alumina and aluminum pricing challenges, Alcoa made progress on its key objectives during 2023.

In December 2023, the Company received mine plan approvals from the Western Australian government for its Huntly and Willowdale bauxite mines, delivering on a near-term objective for the Company.

The approvals allow the Company to continue bauxite mining and downstream alumina refining in Western Australia, while enhancing the way it operates to meet evolving requirements and expectations.

Due to its production of commercial grade aluminum, in December 2023, the Company qualified for Section 45X of the Advanced Manufacturing Tax Credit, enacted as part of the Inflation Reduction Act, which improves the profitability of its smelters in the U.S.

The Company has also requested revisions to the December 2023 regulations to allow for the inclusion of materials costs in the credit calculation.

During 2023, the Company continued the controlled pace for the restart of the Alumar smelter in São Luís, Brazil and improved the operating stability of restarted pots.

The Company also improved operational stability across the portfolio, while achieving annual and fourth quarter production records at four smelters in Canada and Norway.

During 2023, the Company targeted improvement of financial results for certain operations.

The first announced action was initiated at the Kwinana refinery in the third quarter of 2023, to mitigate the financial impacts of lower bauxite grade and to optimize current operating levels.

Further analysis in 2023 also led to the decision in early 2024 to fully curtail the Kwinana refinery by mid-2024.

Also, in December 2023, Alcoa began engagement with government stakeholders and workers’ representatives of the San Ciprián refinery and smelter regarding the sustained and ongoing financial losses in order to find a long-term solution for the combined operations.

In addition to the actions the Company has taken to date, it has identified additional opportunities to improve profitability in both the near term and medium term, as well as market opportunities with improved alumina and aluminum pricing.

Near term opportunities include savings in 2024 for key raw materials - caustic soda and lime for refining and anode carbon products for smelting – realizable due to favorable contractual negotiations and market pricing, as well as inventory lags.

Additionally, in January 2024, the Company announced a productivity and competitiveness program aimed at reducing controllable operating costs across the organization (excluding raw materials, energy, and transportation).

Near term opportunities also include expected savings from the Warrick smelter optimization, the Alumar smelter restart completion, and the Kwinana refinery curtailment.

Medium term opportunities are beyond 2024 and 2025 and include the benefit of better bauxite grades in Western Australia and a fully optimized Alumar refinery.

In 2019, the Company announced a five-year strategic portfolio review of its smelting and refining capacity to improve cost positioning or curtail, close, or divest 1.5 million and 4 million metric tons of smelting and refining capacity, respectively.

Through January 2024, Alcoa continued to make progress on the portfolio review completing its review of refining capacity and reaching approximately 93 percent of its target for smelting capacity.

Despite a challenging market during 2023, the Company began to see evidence of stabilizing demand in the fourth quarter of 2023.

Alcoa saw a significant increase in year-over-year demand for its EcoLum aluminum in 2023, which is part of our Sustana brand, through both increased margins and deliveries while still a relatively small portion of the Company’s overall sales volume.

The year-over-year volume increase for EcoLum, which is aluminum produced with no more than 4.0 metric tons of carbon dioxide equivalents per metric ton of aluminum produced, was driven mostly by the European market.

While the industry is seeing challenges in the short-term, the Company continues to project strong long-term demand for aluminum, as global decarbonization goals and renewable energy scarcity are expected to positively influence the aluminum industry’s demand and supply fundamentals.

Due to renewable energy sources and low carbon dioxide intensity in our operations, Alcoa believes that it is well positioned as a supplier of choice, especially in a world that is working to further reduce greenhouse gas emissions.

During 2024, Alcoa experienced strength in alumina and aluminum pricing and made significant progress on its key operational, commercial, financial, and capital allocation objectives, delivering on strategic actions and operational improvements.

Average alumina and aluminum prices increased by 37% and 7%, respectively, with the alumina price reaching an all-time high in the fourth quarter of 2024 driven primarily by supply disruptions.

The increase in alumina price outweighed the increase in aluminum price.

The alumina and aluminum markets ended 2024 in a volume deficit or balanced, respectively.

The cost for energy and raw materials, including carbon products, caustic soda, and other key inputs decreased.

Nine of the Company's eleven smelters increased annual production, while the Mosjøen (Norway) smelter, the Warrick (Indiana) smelter, and the Company’s smelters in Canada set annual production records.

The Company’s mine operations successfully operated under new mine conditions in Western Australia, which included daily observation of its mining and rehabilitation practices by certain regulators.

Commercially, the Company expanded a number of important customer and supplier relationships and invested in growth capital expenditures to enhance value add products to meet its customer demand.

The Company delivered changes to improve the financial performance of its operating portfolio.

The Alumar (Brazil) smelter steadily improved stability and increased operating capacity to approximately 84 percent at December 31, 2024.

The Company announced the curtailment of the Kwinana (Australia) refinery in January 2024 and completed the full curtailment in the second quarter of 2024.

Alcoa completed the acquisition of Alumina Limited on August 1, 2024.

The acquisition enhances Alcoa’s position as a leading pure play, upstream aluminum company globally, while simplifying the Company’s corporate structure and governance, resulting in greater financial flexibility and strategic optionality.

In September 2024, Alcoa announced the sale of its 25.1% interest in the Saudi Arabia joint venture to Ma’aden.

This decision aligns with the Company’s ongoing efforts to streamline its operations and is expected to provide Alcoa with enhanced financial flexibility.

In October 2024, Alcoa announced that it is progressing toward entering into a strategic partnership with IGNIS Equity Holdings, SL (IGNIS EQT), to support the continued operation of the San Ciprián complex.

On January 21, 2025, the Company, the Spanish national and Xunta regional governments, and IGNIS EQT signed a memorandum of understanding that outlines a process for the parties to work cooperatively toward the common objective of improving the long-term outlook for the San Ciprián operations.

In November 2024, the Company began de-levering and repaid $385 drawn under the Alumina Limited Revolving Credit Facility, which was assumed in connection with acquisition.

Alumina Limited Acquisition

On August 1, 2024, Alcoa completed the acquisition of all of the ordinary shares of Alumina Limited (Alumina Shares) through a wholly-owned subsidiary, AAC Investments Australia 2 Pty Ltd.

At acquisition, Alumina Limited held a 40% ownership interest in the AWAC joint venture.

Under the Scheme Implementation Deed (the Agreement) entered into in March 2024, as amended in May 2024, holders of Alumina Shares received 0.02854 Alcoa CHESS Depositary Interests (CDIs) for each Alumina Share (the Agreed Ratio), except that i) holders of Alumina Shares represented by American Depositary Shares, each of which represented 4 Alumina Shares, received 0.02854 shares of Alcoa common stock and ii) a certain shareholder received, for certain of their Alumina Shares, 0.02854 shares of Alcoa non-voting convertible preferred stock.

The Alcoa CDIs are quoted on the Australian Stock Exchange.

At closing, Alumina Shares outstanding of 2,760,056,014 and 141,625,403 were exchanged for 78,772,422 and 4,041,989 shares of Alcoa common stock and Alcoa preferred stock, respectively.

Based on Alcoa’s closing share price as of July 31, 2024, the Agreed Ratio implied a value of A$1.45 per Alumina Share and aggregate purchase consideration of approximately $2,700 for Alumina Limited.

For Alcoa stockholders, the transaction enhances Alcoa’s vertical integration along the value chain across bauxite mining, alumina refining, and aluminum smelting, increases Alcoa’s economic interest in its bauxite and alumina assets, simplifies governance, and reaffirms Alcoa’s commitment to Western Australia.

In addition to the implied premium over prior share prices, Alumina Limited shareholders’ ownership is diversified to a large-scale, global upstream aluminum portfolio.

The transaction consisted in substance of the acquisition of Alumina Limited’s noncontrolling interest in AWAC ($1,472), the assumption of Alumina Limited’s indebtedness ($385), the recognition of deferred tax assets ($216) primarily related to Alumina Limited’s prior net operating losses and the tax allocation of the fixed asset valuation to individual assets, and the acquisition of cash ($9) and other current liabilities ($1).

The transaction was accounted for as an equity transaction where net assets acquired ($1,311) and transaction costs ($32) were reflected as an increase to Additional capital.

Net income attributable to noncontrolling interest was recognized through July 31, 2024.

In November 2024, Alcoa repaid the full amount ($385) of Alumina Limited's indebtedness and cancelled the agreement.

Saudi Arabia Joint Venture

On September 15, 2024, Alcoa entered into a share purchase and subscription agreement with Ma’aden, pursuant to which Alcoa agreed to sell its full ownership interest of 25.1% in the Saudi Arabia joint venture, comprised of the Ma’aden Bauxite and Alumina Company and the Ma’aden Aluminium Company, to Ma’aden in exchange for issuance by Ma’aden of approximately 86 million shares and $150 in cash.

The implied value of the shares was $950 as of September 12, 2024, based on the volume-weighted average share price of Ma’aden for the previous 30 calendar days.

The shares of Ma’aden will be subject to transfer and sale restrictions, including a restriction requiring Alcoa to hold its Ma’aden shares for a minimum of three years, with one-third of the shares becoming transferable after each of the third, fourth, and fifth anniversaries of closing of the transaction (the holding period).

During the holding period, Alcoa would be permitted to hedge and borrow against its Ma’aden shares.

Under certain circumstances, such minimum holding period would be reduced.

The transaction is subject to regulatory approvals, approval by Ma’aden’s shareholders, and other customary closing conditions and is expected to close in the first half of 2025.

The carrying value of Alcoa’s investment was $544 as of December 31, 2024.

Australia Mine Plan Approvals

The Company seeks annual approvals from the Western Australian State Government for its rolling five-year mine plans to maintain continued operations at the Huntly and Willowdale bauxite mines.

In December 2023, the Western Australian government approved Alcoa’s latest five-year mine plan – known as the 2023-2027 Mining and Management Program (MMP) – for its Huntly and Willowdale bauxite mines that will allow the Company to continue bauxite mining and downstream alumina refining in Western Australia.

Alcoa is subject to a range of stringent conditions addressing key environmental factors that includes enhanced protections for drinking water, including increased distances from reservoirs, and biodiversity along with accelerated forest rehabilitation.

The accelerated forest rehabilitation will require an acceleration of cash spend of approximately $40 over the next three and half years from asset retirement obligations already recorded.

In addition, the Western Australian government granted an exemption that allows Alcoa to continue its mining operations while the Western Australian Environmental Protection Authority (WA EPA) assesses the environmental impact of parts of the MMP, following a third party’s referral of the Company’s future and existing mine plans in existing mine regions to the WA EPA in the first quarter of 2023.

At the request of the Western Australian government, the Company has committed to provide a bank guarantee for approximately $68 (A$100) demonstrating Alcoa’s confidence that its operations will not impair drinking water supplies.

In the second quarter of 2023, Alcoa began mining lower grade bauxite in areas at the Huntly mine as it continued to work through the annual mine approvals process.

The reduction in grade increased the use of caustic, energy, and bauxite, and decreased alumina output.

Separately, Alcoa has committed to continuing to work with the Western Australian government to modernize the approvals framework for its two bauxite mines and three alumina refineries in the state.

This includes transitioning all proposed new major mining regions to the more contemporary EPA assessment and approvals process.

Alcoa started this process in 2020, when it referred its next two proposed mine regions (Myara North and Holyoake) for WA EPA assessment.

The Company expects the bauxite quality at Myara North and Holyoake to be more consistent with the historic higher quality at the existing Myara Central.

Alcoa continues to work to secure approvals for these new regions and anticipates mining in the new regions no earlier than 2027.

Until then, the Company expects bauxite quality similar to recent grades.

During 2024, the Company continued to advance mine approvals for the next major Australian mine regions (Myara North and Holyoake), which were referred for accredited assessment by the WA EPA under the Accredited Assessment.

Alcoa began the process in 2020, is focused on receiving approval by the first quarter of 2026, and anticipates mining in new regions will commence no earlier than 2027.

Until then, the Company expects bauxite quality will remain similar to recent grades.

During the third quarter of 2024, the WA EPA set an indicative timeline for the next key step in the approval process, the public comment period, for early 2025.

The Company continues work to seek annual endorsement from the Western Australian State Government for its rolling five-year mine plan.

Separately, in 2023, a third party referred the Company’s current five-year mine plan to the WA EPA for assessment (Third-Party Referral).

This Third-Party Referral remains under assessment, and the public comment period is expected to be in early 2025 in accordance with the WA EPA streamlined process.

The Company is committed to working collaboratively with the WA EPA and other stakeholders to achieve the indicative timelines set by the WA EPA.

Additionally, the Company is evaluating conditions recommended by the WA EPA in similar accredited assessment processes to address the majority of relevant published conditions in the Company’s Environmental Review Document, which Alcoa will submit as part of the Accredited Assessment prior to the upcoming public comment period.

Portfolio Actions

Portfolio Review

In October 2024, the Company completed its five-year strategic portfolio review to improve cost positioning, or curtail, close, or divest 1.5 million and 4 million metric tons of smelting and refining capacity, respectively.

The Company reached approximately 93 percent of its target for smelting capacity with the decision to restart capacity at the Warrick smelter completed in the first quarter 2024, and exceeded its target for refining capacity with the decision to curtail the Kwinana refinery in January 2024.

The Company continues to evaluate assets for opportunities for improvement to remain profitable throughout business cycles.

Kwinana Refinery

In June 2024, Alcoa completed the full curtailment of the Kwinana refinery, as planned, which was announced in January 2024.

The Company’s decision to fully curtail the refinery was made based on a variety of factors, including the refinery’s age, scale, operating costs, and current bauxite grades, in addition to market conditions.

Prior to the curtailment, the refinery had been operating at approximately 80 percent of its annual nameplate capacity of 2.2 million metric tons since January 2023, when the Company reduced production in response to a domestic natural gas shortage in Western Australia due to production challenges experienced by key gas suppliers.

As of March 2024, the refinery had approximately 780 employees and this number was reduced to approximately 250 through the fourth quarter of 2024 to manage certain processes that are expected to continue until about the fourth quarter of 2025.

At that time, the employee number will be further reduced to approximately 50.

San Ciprián Operations

The San Ciprián smelter was curtailed in January 2022, as a result of an agreement with the workers’ representatives in December 2021.

In February 2023, under the terms of an amended viability agreement, Alcoa agreed to a phased restart of the smelter beginning in January 2024, to operate an initial complement of approximately 6 percent of total pots, to restart all pots by October 1, 2025 and to maintain 75 percent of the annual capacity of 228 kmt from October 1, 2025 until the end of 2026.

Long-term economic viability of any ramp up beyond the initial 6 percent of total pots will depend upon the availability of affordable power, which currently does not exist in adequate supply.

While the Company has met its commitments to enter into power purchase agreements for the necessary capacity, that capacity has not been fully permitted by the government or built by the power provider, putting an on-time restart at significant risk and causing the smelter to incur substantial operating losses for longer, all of which is rendering the smelter economically unviable.

At the refinery, operating losses continue despite the mitigating action taken by the Company in the third quarter of 2022 to curtail capacity to 50 percent.

Since the smelter curtailed in January 2022, the Company has honored its commitments under the viability agreements signed in December 2021 and February 2023, including paying all employees, making capital investments, and restarting pots in 2024.

However, current market conditions, including the cost for available energy, do not support an economically viable restart.

Further, permitting and development of renewable energy projects, which were a critical component of the restart, have been delayed.

The refinery and smelter incurred significant losses in 2023 and prior years which have been funded with internal credit lines that are now nearing their limits, and which the operations have no ability to repay.

Based on current economic conditions, the San Ciprián operations are expected to incur substantial losses in 2024 and Alcoa anticipates that available funding will be exhausted in the second half of 2024.

As a result of the extended duration of the adverse economic environment, in December 2023, Alcoa began engagement with government stakeholders and workers’ representatives of the San Ciprián refinery and smelter regarding the sustained and ongoing financial losses in order to find a long-term solution for the combined operations.

Alcoa is seeking flexibility and support from Spanish stakeholders to identify all potential forms of relief and to work collaboratively on a long-term solution.

If stakeholder discussions do not secure the long-term economic viability of the operations, it is expected that available funding will be exhausted in the second half of 2024 and difficult decisions will have to be considered regarding the future of the San Ciprián complex.

Productivity and Competitiveness Program

In January 2024, the Company initiated a productivity and competitiveness program across its global operations and functions.

The program is a first step in the Company’s objective and includes a target to save approximately 5 percent of operating costs, exclusive of raw materials, energy, and transportation costs which are already under active management and cost control programs.

Total savings are expected to approximate $100 on a run rate basis and to be achieved by the first quarter of 2025.

Other Portfolio Actions

Kwinana refinery—On January 8, 2024, Alcoa announced the full curtailment of the Kwinana refinery beginning in the second quarter of 2024.

The refinery has an annual nameplate capacity of 2.2 million metric tons and has been operating at approximately 80 percent of its nameplate capacity since January 2023, when the Company reduced production in response to a domestic natural gas shortage in Western Australia due to production challenges experienced by key gas suppliers.

The refinery currently has approximately 800 employees and this number will be reduced to approximately 250 in the third quarter of 2024, when alumina production will cease.

Certain processes will continue until about the third quarter of 2025, when the employee number will be further reduced to approximately 50.

Warrick smelter—During the fourth quarter 2023, the Company took actions to improve the competitiveness of its Warrick Operations site in Indiana.

Alcoa began the restart of one line (54,000 mtpy) that was curtailed in July 2022, and also began the closure of a line (54,000 mtpy) that had not operated since 2016 to allow for future capital investments to improve casting capabilities.

Intalco smelter—The Company announced the closure of the previously curtailed Intalco aluminum smelter in March 2023 after evaluating various options for the asset.

The facility has been fully curtailed since 2020.

Capital Returns

In each quarter of 2023, the Board of Directors declared a quarterly cash dividend of $0.10 per share of the Company’s common stock, totaling $72 for the year.

Balance Sheet Actions

On January 17, 2024, the Company amended its Revolving Credit Facility to provide additional flexibility to implement portfolio actions during 2024, by providing for a temporary reduction of the minimum interest coverage ratio required thereunder from 4.00 to 1.00 to 3.00 to 1.00, and increasing the maximum addback for cash restructuring charges to Consolidated EBITDA (as defined in the Revolving Credit Facility), in each case for the 2024 fiscal year.

In connection with the amendment, Alcoa also agreed to provide collateral for its obligations under the Revolving Credit Facility, with a ratings-based release mechanism that would apply starting in 2025.

In April 2023, the Company purchased group annuity contracts to transfer approximately $235 of pension obligations and assets associated with defined benefit pension plans for approximately 530 Canadian retirees and beneficiaries.

As a result, Alcoa recognized a non-cash settlement loss of $21 ($16 after-tax) in Restructuring and other charges, net on the Statement of Consolidated Operations in the second quarter of 2023.

See Part II Item 8 of this Form 10-K in Note O to the Consolidated Financial Statements for additional information.

On October 16, 2024, Alcoa announced that it is progressing toward entering into a strategic partnership with IGNIS EQT, the majority shareholder in the IGNIS Group of Companies, a vertically integrated energy company based in Spain, to support the continued operation of the San Ciprián complex.

The proposed agreement is conditional upon delivery of key areas of cooperation with San Ciprián’s stakeholders, including the Spanish national government, the Xunta regional government, and San Ciprián employees and workers’ representatives.

Key areas include:

• Materially higher carbon dioxide compensation support;

• Permitting of power generation projects, especially those with existing agreements with San Ciprián;

• Support and approval for the bauxite residue area capital project;

• Flexibility within the February 2023 updated viability agreement, including access to restricted cash for operating needs and deferral or substitution of capital improvement commitments.

Under the proposed agreement, Alcoa would contribute approximately $78 (€75), and IGNIS EQT would make an initial investment of approximately $26 (€25) to fund the operations.

Alcoa would continue as the managing operator of the San Ciprián complex, with IGNIS EQT holding 25 percent ownership.

Additionally, up to approximately $104 (€100) would be funded by Alcoa as needed for operations with a priority position in future cash returns.

Further funding would require agreement by both partners and would be shared 75 percent by Alcoa and 25 percent by IGNIS EQT.

Alcoa has operated the San Ciprián complex for a number of years in a challenging economic environment, primarily due to the high cost of energy.

In the first quarter of 2024, Alcoa launched a sale process while also working to identify solutions for the long-term viability of the operations.

Despite sharing information with 60 potential investors, no viable bid was made for 100 percent of the San Ciprián complex.

The potential partnership with IGNIS EQT emerged as an alternative for San Ciprián in which Alcoa can leverage its expertise in managing global aluminum operations, combined with IGNIS EQT’s strong knowledge of energy markets, to create value via market access and energy management services.

The refinery and smelter incurred substantial losses in 2024 and in prior years.

As of December 31, 2024, the Spanish entities that own these operations had approximately $25 of available funding with cash on hand (excluding restricted cash to be made available for capital improvements at the site and smelter restart costs).

Although aluminum and alumina prices improved during 2024, the San Ciprián complex remains unviable based on current and forward market assumptions for delivered energy in Spain and sales prices.

Based on economic conditions as of December 31, 2024, the San Ciprián operations are expected to incur losses in 2025 and barring finalizing a partnership agreement with IGNIS EQT, Alcoa anticipates that available funding will be exhausted near the end of the first quarter of 2025.

Warrick Operations

During the first quarter of 2024, the Company completed the restart of one potline (54 kmt) at the Warrick smelter in Indiana that began in October 2023, and incurred restart expenses of $3.

Other Matters

In July 2023, the Supreme Court of Spain ratified the Global Settlement Agreement (GSA) with the workers of the divested Avilés and La Coruña facilities to settle various legal disputes related to the 2019 divestiture of those facilities.

Upon completion of the remaining administrative and judicial approvals, the Company made cash payments of $76 to the former employees of the facilities in 2023 in accordance with the GSA.

The remaining payments will be made in early 2024.

In the first quarter of 2023, the Company recorded an adjustment related to the Company’s Ma’aden Aluminum joint venture for the settlement of a dispute with an industrial utility for periods in 2021 and 2022.

Alcoa’s share of this adjustment was $41 which is included in Other expenses (income), net on the Statement of Consolidated Operations for year ended December 31, 2023.

Alcoa’s total share of this dispute of $62 includes $21 that was recorded in the fourth quarter of 2022.

In April 2023, the Company entered into a one-year unsecured revolving credit facility for $250 (available to be drawn in Japanese yen).

In February 2025, the U.S.

government established a 25% tariff on a wide range of goods imported from Canada into the United States to take effect on March 4, 2025.

Energy resources from Canada, which appears to include aluminum as it is listed as a critical mineral, will be subject to a lower 10% tariff.

In addition, in February 2025, the U.S.

government expanded tariffs existing under Section 232 of the Trade Expansion Act of 1962 (Section 232) by raising the aluminum tariffs from 10% to 25%, ending all country exemptions, phasing out specific product exclusions, and terminating all existing general approved exclusions.

It is unclear if aluminum imported from Canada after March 12, 2025 will be subject to both the 10% tariffs on energy resources and the 25% Section 232 tariffs.

Due to the uncertainty related to the application of the tariffs, Alcoa is unable to reasonably estimate the impact to the Company’s results of operations until clarification is provided by the U.S.

In March 2024, the Company completed an offering of $750 aggregate principal amount of 7.125 percent senior notes due in 2031.

This was the Company’s first notes issuance under its Green Finance Framework, which prioritizes climate change mitigation expenditures related to circular or low carbon products, pollution prevention technologies, renewable energy, and water management.

The Company is utilizing the net proceeds to finance and/or refinance, in whole or in part, new and/or existing qualifying projects on a two-year look back that meet certain eligibility criteria within its Green Finance Framework.

The net proceeds also support the Company’s cash position and ongoing cash needs, including with respect to its previously announced portfolio actions.

The Company does not expect to allocate part of the net proceeds to significant capital investments in breakthrough technologies as those are not expected to occur within the applicable time period.

During the first quarter of 2024, the Company initiated and fully deployed a productivity and competitiveness program across its global operations and functions.

The program is part of the Company’s objective to improve overall competitiveness and profitability and includes a target to save approximately 5 percent of operating costs, exclusive of raw materials, energy and transportation costs, which are already under active management and cost control programs.

Total savings are expected to approximate $100 on a run rate basis and to be achieved by the first quarter of 2025.

The Company paid a quarterly cash dividend of $0.10 per share of the Company’s common stock (including common stock underlying CDIs) and Series A convertible preferred stock during 2024, totaling $90.

See the below sections for additional details on the above-described actions.

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Interest expense

Other expenses (income), net

Other expenses, net

Total costs and expenses

(Loss) income before income taxes

Income (loss) before income taxes

Provision for income taxes

Net (loss) income

Net (loss) income attributable to noncontrolling interest

Net loss attributable to Alcoa Corporation

Net income (loss)

Net loss attributable to noncontrolling interest

Net income (loss) attributable to Alcoa Corporation

Selected Financial Metrics

Diluted loss per share attributable to Alcoa

Diluted income (loss) per share attributable to Alcoa

Corporation common shareholders

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(1) API (Alumina Price Index) is a pricing mechanism that is calculated by the Company based on the weighted average of a prior month’s daily spot prices published by the following three indices:

CRU Metallurgical Grade Alumina Price;

Platts Metals Daily Alumina PAX Price;

and FastMarkets Metal Bulletin Non-Ferrous Metals Alumina Index.

CRU Metallurgical Grade Alumina Price, Platts Metals Daily Alumina PAX Price, and FastMarkets Metal Bulletin Non-Ferrous Metals Alumina Index.

(2) LME (London Metal Exchange) is a globally recognized exchange for commodity trading, including aluminum.

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Annual Comparison

Net loss attributable to Alcoa Corporation increased $528 primarily as a result of:

• Lower average realized prices of aluminum and alumina

• Higher production costs across both segments

• Lower equity investment earnings

• Absence of favorable mark-to-market results on derivative instruments

Net income (loss) attributable to Alcoa Corporation increased $711 primarily as a result of:

• Higher average realized price of alumina and aluminum

• Lower equity losses

• Favorable energy and raw material costs

• Absence of Net income attributable to noncontrolling interest following Alumina Limited acquisition

• Favorable mark-to-market results on derivative instruments

Partially offset by:

• Lower restructuring charges

• Lower taxes on lower earnings and a lower net charge for valuation allowances on certain deferred tax assets in 2023

• Lower energy costs, primarily in Europe

• Favorable currency impacts

Sales decreased $1,900 primarily as a result of:

• Lower average realized prices of aluminum and alumina

• Lower shipments across both segments

• Lower trading activities

• Higher restructuring charges

• Unfavorable currency impacts

• Higher taxes on higher earnings, partially offset by the absence of a net charge for valuation allowances on certain deferred tax assets in 2023

• Decrease in value add product sales

Sales increased $1,344 primarily as a result of:

• Higher average realized price of alumina and aluminum

• Higher shipments of aluminum and alumina

• Increased offtake from an aluminum joint venture supply agreement

Partially offset by:

• Higher volumes and price from bauxite offtake and supply agreements

Cost of goods sold

Cost of goods sold as a percentage of sales increased 11% primarily as a result of:

• Lower average realized prices of aluminum and alumina

• Higher production costs primarily related to operating certain of the Australian refineries with lower grade bauxite, the partial curtailment of the San Ciprián refinery, and increased maintenance

• Lower volumes and price from bauxite offtake and supply agreements

• Decrease in value add product sales

Partially offset by:

• Lower energy costs

Cost of goods sold

Cost of goods sold as a percentage of sales decreased 9% primarily as a result of:

• Higher average realized price of alumina and aluminum

• Lower energy costs across both segments

• Favorable currency impacts

• Lower production costs in the Aluminum segment

• Favorable raw material costs

Partially offset by:

• Higher production costs in the Alumina segment

Selling, general administrative, and other expenses

Selling, general administrative, and other expenses increased $49 primarily as a result of:

• Higher labor costs and external legal fees

• Higher labor and variable compensation costs and increased fees for professional services, primarily in support of portfolio transformation

Provision for depreciation, depletion, and amortization

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• Higher depreciation in Brazil and Australia for mine reclamation and bauxite residue storage asset retirement obligations

• Write offs of assets for projects no longer being pursued

Partially offset by:

• Lower depreciation resulting from the permanent closure of the Intalco aluminum smelter

• Favorable currency impacts

• Lower amortization of mine development costs

• Lower depreciation due to the absence of write offs of assets for projects no longer being pursued

Interest expense

Interest expense increased $1 in comparison to 2022.

Other expenses (income), net

Other expenses (income), net was $134 in 2023, compared with $(118) in 2022.

The unfavorable change of $252 was primarily a result of:

• Mark-to-market results on derivative instruments primarily due to the absence of prior year gains driven by elevated power prices in 2022

• Decrease in equity earnings from the Ma’aden aluminum joint venture primarily due to a charge for a utility settlement, lower shipments, and lower aluminum prices

• Higher equity losses from the Ma’aden bauxite and alumina joint venture primarily due to lower alumina prices and higher raw material costs partially offset by higher shipments

• Higher ELYSIS capital contributions, which triggered loss recognition

Interest expense increased $49 primarily as a result of:

• Interest incurred on the $750 7.125% Senior Notes issued in March 2024

• Interest incurred on the Alumina Limited Facility that was assumed on August 1, 2024, until Alcoa repaid outstanding amounts under the Alumina Limited Facility on November 29, 2024

Other expenses, net

Other expenses, net was $91 in 2024, compared with $134 in 2023.

The favorable change of $43 was primarily a result of:

• Decrease in equity losses from the Ma’aden aluminum joint venture primarily due to higher sales volume, higher aluminum prices and the absence of a charge for a utility settlement, partially offset by higher alumina prices

• Favorable mark-to-market results on derivative instruments primarily due to higher power prices in the current year

• Decrease in equity losses from the Ma’aden bauxite and alumina joint venture primarily due to higher alumina prices and lower production costs

• Lower ELYSIS capital contributions, reducing loss recognition

Partially offset by:

• Lower pension expense primarily due to a decrease in recognized net actuarial losses subsequent to pension annuity transactions

• Favorable currency revaluation impacts driven by the absence of losses recognized in the prior year due to the U.S.

dollar strengthening against most currencies, and gains recognized in the current year primarily due to the U.S.

• Unfavorable currency revaluation impacts primarily due to the U.S.

dollar strengthening against the Brazilian real in the current year, partially offset by the absence of gains recognized in the prior year due to the U.S.

dollar weakening against the Brazilian real

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In 2024, Restructuring and other charges, net of $341 primarily related to:

• $287 for the curtailment of the Kwinana refinery

• $40 to record additional asset retirement obligations and environmental remediation at previously closed sites

• $22 for take-or-pay energy contract costs at a previously closed site

• $12 for contract termination costs at the closed Intalco smelter

Partially offset by:

• $20 due to lower costs for environmental remediation and asset retirement obligations at the Intalco smelter and a previously closed site

In 2023, Restructuring and other charges, net of $184 primarily related to:

• $101 for the permanent closure of the previously curtailed Intalco aluminum smelter

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• $21 for the settlement of certain pension benefits

• $15 to record net additional environmental and asset retirement obligation reserves at previously closed locations

• $15 to record net additional environmental remediation and asset retirement obligations at previously closed sites

• $11 for employee termination and severance costs, primarily related to Kwinana refinery productivity program

Partially offset by:

• $19 for the sale of unused carbon credits at a previously closed location

In 2022, Restructuring and other charges, net of $696 primarily related to:

• $632 for U.S.

pension group annuity contracts and lump sum settlements

• $79 for the accrual related to the GSA for the workers of the divested Avilés and La Coruña facilities

• $58 for an asset impairment related to the sale of the Company’s interest in the MRN mine

• $29 for the permanent closure of the previously curtailed magnesium smelter in Addy (Washington)

Partially offset by:

• $83 for the reversal of state VAT valuation allowance associated with the restart of the Alumar smelter

• $10 for changes in estimated take-or-pay contract costs at the curtailed Intalco smelter and closed Wenatchee (Washington) smelter

• $9 net reversal of environmental and ARO obligations and previously closed locations

• $19 for the sale of unused carbon credits at a previously closed site

Provision for income taxes

The Provision for income taxes in 2023 was $189 on a loss before taxes of $(584) or (32.4)%.

In comparison, the 2022 Provision for income taxes was $664 on income before taxes of $702 or 94.6%.

The decrease in tax expense of $475 was primarily attributable to lower income in the jurisdictions where taxes were paid.

The Provision for income taxes in 2024 was $265 on income before taxes of $289 or 91.7%.

In comparison, the 2023 Provision for income taxes was $189 on a loss before taxes of $(584) or (32.4)%.

The increase in tax expense of $76 is primarily attributable to higher income in the jurisdictions where taxes are paid.

Additionally, tax expense in 2023 included a charge of $152 to record a full valuation allowance against the deferred tax assets of Alcoa World Alumina Brasil Ltda.

(AWAB), partially offset by the full reversal of the valuation allowance of $58 recorded against the deferred tax assets of the Company’s subsidiaries in Iceland.

Tax expense in 2022 included charges of $217 to record a full valuation allowance against the deferred tax assets of Alcoa Alumínio (Alumínio) and $30 primarily to write off the deferred tax assets of Alcoa Norway ANS due to a legal entity restructuring, partially offset by a tax benefit of $33 due to changes in the utilization of the tax holiday rate in AWAB.

In December 2023, Alcoa recorded a valuation allowance of $154 against the net deferred tax assets of AWAB, of which $106 related to the balance as of December 31, 2022.

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the loss carryforwards are not subject to an expiration period.

AWAB’s profitability in future periods could prompt the Company to evaluate the realizability of the deferred tax asset and assess the possibility of a reversal of the valuation allowance, which could have a significant impact on net income in the quarter the valuation allowance is reversed.

If AWAB continues to demonstrate sustained profitability management may conclude that AWAB’s deferred tax assets may be realized, resulting in a future reversal of the valuation allowance, generating a non-cash benefit in the period recorded.

AWAB’s net deferred tax assets, excluding the valuation allowance, were $116 as of December 31, 2024.

The Company’s subsidiaries in Iceland had a full valuation allowance recorded against deferred tax assets, which was established in 2015 and 2017, as the Company believed it was more likely than not that these tax benefits would not be realized.

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Based on this conclusion, the Company reversed the valuation allowance totaling $58 during 2023, generating a non-cash benefit from income taxes.

In 2022, a valuation allowance of $217 was recorded against the net deferred tax assets of Alumínio.

Management concluded that it was more likely than not that Alumínio’s net deferred tax assets, which consisted primarily of tax loss carryforwards, would not be realized as a result of Alumínio’s three-year cumulative loss position for the period ended December 31, 2022.

Noncontrolling interest

Net (loss) income attributable to noncontrolling interest was $(122) in 2023 compared with $161 in 2022.

These amounts are entirely related to Alumina Limited’s 40% ownership interest in several affiliated operating entities.

The change is primarily a result of higher production costs, lower average realized price of alumina, unfavorable mark-to-market results on derivative instruments, higher elimination of intercompany profit in inventory, partially offset by lower energy costs and lower taxes.

Net loss attributable to noncontrolling interest was $(36) in 2024 compared with $(122) in 2023.

These amounts are entirely related to Alumina Limited’s 40% ownership interest in several affiliated operating entities prior to Alcoa’s acquisition of Alumina Limited on August 1, 2024.

Net loss attributable to noncontrolling interest in 2024 was driven by restructuring costs partially offset by favorable average realized price of alumina.

Net loss attributable to noncontrolling interest in 2023 reflects unfavorable production and raw material costs, unfavorable average realized price of alumina and equity losses from the Ma’aden bauxite and alumina joint venture.

Segment Information

Alcoa Corporation is a producer of bauxite, alumina, and aluminum products.

In January 2023, the financial information provided to the Chief Operating Decision Maker (CODM) for the activities of the bauxite mines and the alumina refineries was combined into the Alumina segment, and accordingly the Company changed its operating segments.

Beginning in the first quarter of 2023, the Company’s operations consisted of two worldwide reportable segments:

Alumina and Aluminum.

Segment information for all prior periods presented was updated to reflect the new segment structure.

Segment performance under Alcoa Corporation’s management reporting system is evaluated based on a number of factors;

however, the primary measure of performance is the Adjusted EBITDA (Earnings before interest, taxes, depreciation, and amortization) for each segment.

The Company has two operating and reportable segments:

(i) Alumina and (ii) Aluminum.

The primary measure of performance is Adjusted EBITDA (Earnings before interest, taxes, depreciation, and amortization) for each segment.

The Company calculates Segment Adjusted EBITDA as Total sales (third-party and intersegment) minus the following items:

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Alcoa Corporation’s Segment Adjusted EBITDA may not be comparable to similarly titled measures of other companies.

The CODM function regularly reviews the financial information, including Adjusted EBITDA, of these two operating segments to assess performance and allocate resources.

The Chief Operating Decision Maker regularly reviews Segment Adjusted EBITDA to assess performance and allocate resources.

Segment Adjusted EBITDA totaled $2,065 in 2024 and $734 in 2023.

The following information provides production, shipments, sales, and Segment Adjusted EBITDA data for each reportable segment, as well as certain realized price and average cost data, for each of the two years in the period ended December 31, 2023.

The following information provides production, shipments, sales, Segment Adjusted EBITDA, and Adjusted operating costs data for each reportable segment, as well as certain realized price and average cost data, for each of the two years in the period ended December 31, 2024.

Bauxite production (mdmt)

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Intersegment alumina shipments (kmt)

Total alumina shipments (kmt)

Produced alumina shipments (kmt)

Third-party bauxite sales

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Intersegment alumina sales

Adjusted operating costs

Other segment items

Segment Adjusted EBITDA

Average realized third-party price per metric ton of alumina

Operating costs

Average cost per metric ton of alumina shipped

Adjusted operating cost per metric ton of produced alumina shipped

In the above table, total alumina shipments include metric tons that were not produced by the Alumina segment.

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The Alumina segment bears the risk of loss of the purchased alumina until control of the product has been transferred to this segment’s customers.

Additionally, operating costs in the table above includes all production-related costs:

Adjusted operating costs include all production related costs for alumina produced and shipped:

raw materials consumed;

conversion costs, such as labor, materials, and utilities;

depreciation and amortization;

and plant administrative expenses.

Other segment items include costs associated with trading activity, the purchase of bauxite from offtake or other supply agreements, and commercial shipping services;

other direct and non-production related charges;

Selling, general administrative, and other expenses;

and Research and development expenses.

This segment represents the Company’s global bauxite mining operations and worldwide refining system, which processes bauxite into alumina.

A portion of this segment’s bauxite production represents the offtake from an equity method investment in Guinea, as well as Alcoa’s share of bauxite production related to an equity investment in Saudi Arabia.

Bauxite mined is primarily used internally within the Alumina segment;

a portion of the bauxite is sold to external customers.

Bauxite sales to third-parties are conducted on a contract basis.

The alumina produced by this segment is sold primarily to internal and external aluminum smelter customers;

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Alumina produced by this segment and used internally is transferred to the Aluminum segment at prevailing market prices.

A portion of this segment’s third-party sales are completed through the use of alumina traders.

A portion of this segment’s third-party sales are completed through alumina traders.

Generally, this segment’s sales are transacted in U.S.

dollars while costs and expenses are transacted in the local currency of the respective operations, which are the Australian dollar, the Brazilian real, and the euro.

Most of the operations that comprise the Alumina segment are part of AWAC (see Noncontrolling Interest above).

A portion of this segment’s bauxite production represents the offtake from equity method investments in Brazil (prior to the MRN sale in April 2022) and Guinea, as well as AWAC’s share of bauxite production related to an equity investment in Saudi Arabia.

Bauxite mined is primarily used internally within the Alumina segment;

a portion of the bauxite is sold to external customers.

Bauxite sales to third-parties are conducted on a contract basis.

This segment also includes AWAC’s 25.1% ownership interest in the mining and refining joint venture company in Saudi Arabia.

Most of the operations that comprise the Alumina segment are part of AWAC, which is now wholly-owned by Alcoa (see Noncontrolling Interest above).

This segment also includes Alcoa’s 25.1% ownership interest in the mining and refining joint venture company in Saudi Arabia.

In the third quarter of 2024, Alcoa entered into a share purchase and subscription agreement with Ma’aden, pursuant to which Alcoa agreed to sell its full ownership interest of 25.1% in the Saudi Arabia joint venture to Ma’aden in exchange for issuance by Ma’aden of approximately 86 million shares and $150 in cash.

Business Update.

The average API of $343 per metric ton trended unfavorably compared to 2022 reflecting a 6% sequential decrease.

During 2023, the Alumina segment experienced higher production costs primarily due to operating certain of the Australian refineries with lower grade bauxite and the partial curtailment of the San Ciprián refinery in 2022, partially offset by lower energy costs compared to 2022.

Alumina production decreased 13% in 2023 compared to 2022 primarily due to the partial curtailment of capacity at the San Ciprián refinery in 2022, partial curtailment of the Kwinana refinery in the first quarter of 2023, and reduced production at the Australia refineries due to lower grade bauxite.

Production at the Alumar refinery in 2023 was less than 2022 primarily due to unplanned equipment maintenance.

Australia Mine Plan Approvals

In December 2023, the Western Australian (WA) Government approved Alcoa’s latest five-year mine plan – known as the 2023-2027 Mining and Management Program (MMP) – for its Huntly and Willowdale bauxite mines.

The accelerated forest rehabilitation will require an acceleration of cash spend of approximately $40 over the next three and half years from asset retirement obligations already recorded.

In addition, the WA Government granted an exemption that allows Alcoa to continue its mining operations while the WA EPA assesses the environmental impact of parts of the MMP, following a third party’s referral of the Company’s future and existing mine plans in existing mine regions to the WA EPA in the first quarter of 2023.

In the second quarter of 2023, Alcoa began mining lower grade bauxite in areas at the Huntly mine (that supplies the Pinjarra and Kwinana refineries) as it continued to work through the annual mine approvals process.

The reduction in grade increases the use of caustic, energy, and bauxite, and decreases alumina output.

Separately, Alcoa has committed to continuing to work with the Western Australian government to modernize the approvals framework for its two bauxite mines and three alumina refineries in the state.

This includes transitioning all proposed new major mining regions to the more contemporary EPA assessment and approvals process.

Alcoa started this process in 2020, when it referred its next two proposed mine regions (Myara North and Holyoake) for WA EPA assessment.

The Company expects the bauxite quality at Myara North and Holyoake to be more consistent with the historic higher quality at the existing Myara Central.

Alcoa continues to work to secure approvals for these new regions and anticipates mining in the new regions no earlier than 2027.

Until then, the Company expects bauxite quality similar to recent grades.

The average API of $471 per metric ton trended favorably compared to 2023 reflecting a 37% year over year increase.

The majority of third-party alumina sales are linked to the API and the favorable price trend has resulted in strong results for the segment.

During 2024, the Alumina segment experienced favorable raw material costs compared to 2023, partially offset by higher production costs primarily due to operating the Australian refineries with lower grade bauxite.

Alumina production decreased 8% in 2024 compared to 2023 primarily due to the full curtailment of the Kwinana refinery in the second quarter of 2024 and reduced production at the Australia refineries due to lower grade bauxite, partially offset by increased production at the Alumar refinery due to the absence of unplanned equipment maintenance and increased operating levels at the San Ciprián refinery in 2024.

Kwinana Refinery

On January 8, 2024, the Company announced the full curtailment of the Kwinana refinery beginning in the second quarter of 2024.

The refinery has an annual nameplate capacity of 2.2 million metric tons and has been operating at approximately 80 percent of its nameplate capacity since January 2023, when the Company reduced production by decreasing process flows and taking offline one of five digesters in response to a domestic natural gas shortage in Western Australia due to production challenges experienced by key gas suppliers.

While the supply of natural gas improved in April 2023, the Company kept the one digester offline due to the prolonged annual mine plan approvals process.

The full curtailment will include a phased reduction of the workforce from around 800 employees at the start of 2024 to approximately 250 in the third quarter of 2024, when all alumina production will cease.

Certain processes will continue until about the third quarter of 2025, when employee numbers will be further reduced to approximately 50.

In the first quarter of 2024, Alcoa will record restructuring charges between $180 and $200 related to the curtailment of the refinery.

The charges include approximately $81 for water management costs, $55 for employee related costs, $26 for asset retirement obligations, and $18 of other costs.

Alcoa’s share of related cash outlays of approximately $115 (which includes existing employee related liabilities and asset retirement obligations) is expected to be spent in 2024 ($80) and 2025 ($35).

The Kwinana refinery recorded a net loss (pretax and noncontrolling interest) of approximately $130 in 2023.

The Company expects annual improvements of approximately $70 (pretax and noncontrolling interest) beginning in the third quarter of 2024 as a result of the curtailment.

During the third quarter of 2023, the Company initiated productivity programs across its operations in Australia to mitigate the financial impacts of lower bauxite grade and to optimize current operating levels.

The first announced action under the productivity programs was initiated at the Kwinana refinery.

In connection with this program, the Company recorded a charge of $6 in Restructuring and other charges, net on the Statement of Consolidated Operations in the third quarter of 2023 for employee termination and severance costs for approximately 90 employees at the Kwinana refinery, which is expected to be paid through the second quarter of 2024.

Alumar Refinery

During 2023, the Alumar refinery experienced several challenges impacting production levels, maintenance, and production costs.

During the fourth quarter of 2023, the Alumar refinery experienced periodic instability in power supply since the nationwide power outage that occurred on August 15, 2023, which caused lower production and other incremental costs to stabilize operations.

In early July 2023, the repair of the ship-to-shore conveyance system that failed on March 25, 2023 and other unplanned equipment maintenance was completed at the Alumar refinery.

As a result of the conveyance system event, bauxite discharge at the Alumar port was temporarily halted and the refinery operated on existing inventory until initial repairs were completed on April 8, 2023.

Bauxite flows to the refinery were fully restored by the end of April 2023.

The pier was not damaged and could still berth vessels.

The Alumina segment had a base refining capacity of 13,843 kmt with 1,452 kmt of curtailed capacity.

In the first quarter of 2023, curtailed capacity increased 438 kmt due to the reduction in production at the Kwinana refinery (see above).

In June 2024, Alcoa completed the full curtailment of the Kwinana refinery, as planned, which was announced in January 2024.

At that time, the employee number will be further reduced to approximately 50.

In addition to the employees separating as a result of the curtailment, approximately 290 employees have terminated through the productivity program announced in the third quarter of 2023 or redeployed to other Alcoa operations.

In 2024, Alcoa recorded restructuring charges, net of $287 related to the curtailment of the refinery including $220 for water management costs, $41 for employee related costs, $12 for take-or-pay contracts, $9 for asset retirement obligations, and $5 for asset impairments.

Related cash outlays of approximately $300 (which includes existing employee related liabilities and asset retirement obligations) are expected through 2025, with $146 spent in 2024.

At December 31, 2024, the Alumina segment had a base refining capacity of 13,843 kmt with 3,204 kmt of curtailed capacity.

In the second quarter of 2024, curtailed capacity increased 1,752 kmt due to the full curtailment of the Kwinana refinery (see above).

Annual Comparison

Alumina production decreased 8% primarily as a result of:

• The curtailment of capacity at the San Ciprián refinery in the third quarter of 2022

• The partial curtailment at the Kwinana refinery in the first quarter of 2023

• Reduced production at the Australia refineries due to lower grade bauxite

• Unplanned equipment maintenance and periodic instability in power supply at the Alumar refinery in 2023

• Full curtailment of the Kwinana refinery in June 2024

• Reduced production at the Australia refineries due to lower bauxite grade

Partially offset by:

• Increased production at the Alumar refinery due to decreased equipment maintenance

• Increased production at the San Ciprián refinery as the refinery was operating at 50 percent capacity in 2024 and 30 to 50 percent capacity in 2023

Third-party sales

Third-party sales decreased $111 primarily as a result of:

• Lower shipments of alumina primarily due to lower production at the Australian refineries, partially offset by increased trading opportunities

• Lower average realized price of $26/ton principally driven by a lower average API

• Unfavorable currency impacts

Third-party sales increased $1,049 primarily as a result of:

• Higher average realized price of $114/ton principally driven by a higher average API

• Higher shipments of alumina primarily due to increased sales of externally sourced alumina to satisfy certain customer commitments and increased trading activity

• Favorable currency impacts

Partially offset by:

• Higher volumes and price from bauxite offtake and supply agreements primarily caused by the shift to third-party sales due to reduced production at the San Ciprián refinery

• Lower volumes and price from bauxite offtake and supply agreements primarily caused by the shift to intrasegment sales due to higher production at the San Ciprián refinery

Intersegment sales

Intersegment sales decreased $60 primarily as a result of:

• Lower average API on sales to the Aluminum segment

Partially offset by:

• Higher alumina shipments primarily due to the Alumar smelter restart

Intersegment sales increased $615 primarily as a result of:

• Higher average API on sales to the Aluminum segment

• Higher alumina shipments primarily due to the Alumar smelter and Warrick smelter restarts

Segment Adjusted EBITDA

Segment Adjusted EBITDA decreased $515 primarily as a result of:

• Lower average realized price of $26/ton principally driven by a lower average API

Partially offset by:

• Lower energy costs, primarily in Europe

Segment Adjusted EBITDA increased $1,135 primarily as a result of:

• Higher average realized price

• Favorable raw material costs primarily on lower prices for caustic soda

• Favorable currency impacts

• Lower energy costs primarily due to favorable natural gas prices

Partially offset by:

• Higher production costs primarily related to operating certain of the Australia refineries with lower grade bauxite

• Write down of certain inventories to their net realizable value

Forward Look.

For 2024, the Company is providing projections for both production and shipments.

Alcoa expects alumina production to range between 9.8 and 10.0 million metric tons and alumina shipments to range between 12.7 and 12.9 million metric tons in 2024.

The Alumina segment is expected to produce between 9.5 to 9.7 million metric tons of alumina in 2025, a decrease from 2024 due to the curtailment of the Kwinana refinery.

In 2025, alumina shipments are expected to be between 13.1 and 13.3 million metric tons, consistent with 2024.

The difference between production and shipments reflects trading volumes and externally sourced alumina to fulfill customer contracts due to the curtailment of the Kwinana refinery.

Further, in 2024, the Alumina segment expects to benefit from lower raw material costs.

Production (kmt)

Total shipments (kmt)

Further, in 2025, the Alumina segment expects higher raw material and energy costs to be partially offset by increased sales from bauxite offtake and supply agreements.

Aluminum production (kmt)

Total aluminum shipments (kmt)

Produced aluminum shipments (kmt)

Third-party aluminum sales

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Intersegment sales

Adjusted operating costs

Other segment items

Segment Adjusted EBITDA

Average realized third-party price per metric ton

Operating costs

Average cost per metric ton of aluminum shipped

Average realized third-party price per metric ton of aluminum

Adjusted operating cost per metric ton of produced aluminum shipped

(1) Other includes third-party sales of energy, as well as realized gains and losses related to embedded derivative instruments designated as cash flow hedges of forward sales of aluminum.

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The Aluminum segment bears the risk of loss of the purchased aluminum until control of the product has been transferred to this segment’s customer.

Additionally, Total shipments includes offtake from a joint venture supply agreement.

Additionally, Total shipments include offtake from a joint venture supply agreement.

The average realized third-party price per metric ton of aluminum includes three elements:

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and c) the product premium, which represents the incremental price for receiving physical metal in a particular shape (e.g., billet, slab, rod, etc.) or alloy.

Operating costs includes all production-related costs:

Adjusted operating costs include all production related costs for aluminum produced and shipped:

raw materials consumed;

conversion costs, such as labor, materials, and utilities;

depreciation and amortization;

and plant administrative expenses.

Other segment items include costs associated with trading activity and energy assets;

other direct and non-production related charges;

Selling, general administrative, and other expenses;

and Research and development expenses.

This segment consists of the Company’s (i) worldwide smelting and casthouse system, which processes alumina into primary aluminum, and the (ii) portfolio of energy assets in Brazil, Canada, and the United States.

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Results from the sale of aluminum powder and scrap are also included in this segment, as well as the impacts of embedded aluminum derivatives related to energy supply contracts.

The energy assets supply power to external customers in Brazil and, to a lesser extent, in the United States, as well as internal customers in the Aluminum (Canadian smelters and Warrick smelter) and Alumina segments (Brazilian refineries).

The energy assets supply power to external customers in Brazil and, to a lesser extent, in the United States, as well as internal customers in the Aluminum (Canadian smelters and Warrick (Indiana) smelter) and Alumina segments (Brazilian refineries).

Generally, this segment’s aluminum sales are transacted in U.S.

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This segment also includes Alcoa Corporation’s 25.1% ownership interest in the smelting joint venture company in Saudi Arabia.

Business Update.

Aluminum prices decreased sequentially with LME prices on a 15-day lag averaging $2,249 per metric ton in 2023.

In the fourth quarter of 2023, the Company recorded a full year benefit in Cost of goods sold totaling $36 related to its Massena West (New York) smelter and its Warrick smelter.

The Company has also requested revisions to the December 2023 regulations to allow for the inclusion of materials costs in the credit calculation.

In December 2023, the Norwegian government approved a budget proposal that limits carbon dioxide compensation to be paid in 2024 based on 2023 power purchased and used in production.

The Company recorded an adjustment of $18 in the fourth quarter of 2023 to Cost of goods sold to reverse amounts accrued for 2023 credits earned through September 30, 2023, under the prior carbon dioxide compensation program.

During the fourth quarter of 2023, the Company took actions to improve the competitiveness of its Warrick smelter.

Alcoa began the restart of one line (54,000 mtpy) that was curtailed in July 2022, and also began the closure of one line (54,000 mtpy) that had not operated since 2016 to allow for future capital investments to improve casting capabilities.

Restructuring charges related to the closure totaled $1 in the fourth quarter of 2023 to establish reserves related to demolition obligations.

Additionally, Alcoa recorded $1 in Cost of goods sold to write-off the remaining net book value of related inventory.

In the fourth quarter of 2023, Alcoa began the restart of 16,000 mtpy of previously curtailed capacity at the Portland smelter.

The smelter had previously been operating at approximately 75 percent of the site’s total annual capacity of 197 kmt (Alcoa share) since March 2023 due to instability and challenges related to the production of rodded anodes.

The smelter was operating at approximately 79 percent of its capacity at December 31, 2023.

During 2023, the Company continued the controlled pace for the restart of the Alumar smelter in São Luís, Brazil, which was announced in September 2021.

Aluminum prices increased 7 percent year over year with LME prices on a 15-day lag averaging $2,409 per metric ton in 2024.

During 2024, the Aluminum segment experienced favorable raw material costs for carbon materials that was more than offset by higher average alumina input costs.

During 2024, the Company maintained the controlled pace for the restart of the Alumar smelter and continued actions to improve the smelter’s overall performance.

The restart resumed in the second quarter after the smelter experienced operational instability in the first quarter of 2024.

The site was operating at approximately 84 percent of the site’s total annual capacity of 268 kmt (Alcoa share) as of December 31, 2024.

Alcoa incurred restart expenses of $33 during 2023.

In March 2023, Alcoa announced the closure of the Intalco aluminum smelter (279 kmt of previously curtailed capacity).

Charges related to the closure totaled $117 in the first quarter of 2023 and included a charge of $16 for the write down of remaining inventories to net realizable value recorded in Cost of goods sold on the Statement of Consolidated Operations and a charge of $101 recorded in Restructuring and other charges, net on the Statement of Consolidated Operations.

The restructuring charges were comprised of $50 of asset impairments, $50 to establish reserves related to environmental and demolition obligations, and $1 of severance and employee termination costs.

Cash outlays related to the permanent closure of the site are expected to be approximately $85 in 2024 and 2025.

The Company spent $2 against the reserves in 2023.

In the fourth quarter of 2024, the Company completed the restart of 16 kmt of previously curtailed capacity at the Portland smelter in Australia that began in the fourth quarter of 2023.

The site was operating at approximately 83 percent of the site’s total annual capacity of 197 kmt (Alcoa share) as of December 31, 2024.

In October 2024, the U.S.

Treasury Department issued final regulations on the Section 45X of the Advanced Manufacturing Tax Credit, enacted as part of the Inflation Reduction Act (IRA Section 45X), which further clarified that some direct and indirect material costs can qualify for the credit.

In the fourth quarter of 2024, the Company recorded the full year 2023 and 2024 benefit of $30 for the Massena West and Warrick smelters in Cost of goods sold related to this clarification.

In March 2024, Alcoa completed the restart of approximately 54 kmt of capacity at the Warrick smelter in Indiana that began in October 2023.

Alcoa incurred restart expenses of $3 during the first quarter of 2024.

San Ciprián Smelter

The San Ciprián smelter was curtailed in January 2022, as a result of an agreement with the workers’ representatives in December 2021.

Long-term economic viability of any ramp up beyond the initial 6 percent of total pots will depend upon the availability of affordable power, which currently does not exist in adequate supply.

Under the terms of both agreements, the Company is responsible for certain employee obligations from 2022 through 2025.

As a result, the Company recorded charges of $53 and $62 in 2023 and 2021, respectively, in Restructuring and other charges, net on the Statement of Consolidated Operations to establish the related reserves.

Cash payments were $38 and $26 in 2023 and 2022, respectively.

The remaining reserves of $48 at December 31, 2023 relate to employee commitments in 2024 and 2025.

Additionally, in connection with the agreements, the Company committed to capital improvements of $146 and smelter restart costs of $35, and incurred capital improvement expenditures of $28 during 2023.

At December 31, 2023, the Company has restricted cash of $91 to be made available for the remaining capital improvements of $118 and smelter restart costs of $35.

At December 31, 2023, the Aluminum segment had 465 kmt of idle smelting capacity on a base capacity of 2,645 kmt, a decrease from 2022 of 403 kmt in idle capacity primarily due to the permanent closure of the previously curtailed Intalco smelter, closure of one line at the Warrick smelter, and the Alumar and Warrick smelter restarts, partially offset by the partial curtailment of the Portland smelter (see above).

The Company updated nameplate capacity of certain facilities to reflect capital expenditures, upgrades, or other investments which expanded production capacity, and productivity initiatives and process and supply changes that improved capacity in a sustained manner.

In March 2024, Alcoa completed the restart of approximately 6 percent of total pots at the San Ciprián smelter as required by the February 2023 updated viability agreement.

The Company incurred restart expenses of $5 in 2024.

In connection with the December 2021 agreement and the February 2023 updated viability agreement, the Company has restricted cash of $86 remaining at December 31, 2024, of which $10 was released in February 2025 for 2024 expenditures, and the remaining $76 is available for capital improvements at the site and smelter restart costs.

At December 31, 2024, the Aluminum segment had 374 kmt of idle smelting capacity on a base capacity of 2,645 kmt, a decrease from 2023 of 91 kmt in idle capacity primarily due to the Alumar, Warrick, San Ciprián, and Portland smelter restarts (see above).

Annual Comparison

Production increased 5% primarily as a result of:

• Alumar smelter restart

Partially offset by:

• Partial curtailment of the Lista (Norway) smelter in August 2022

• Warrick smelter and Alumar smelter restarts

Third-party sales

Third-party sales decreased $1,810 primarily as a result of:

• Lower average realized price of $629/ton driven by a lower average LME (on a 15-day lag) and lower regional premiums

• Lower trading activities

• Lower shipments primarily due to the absence of sales of accumulated inventory in 2022 from the San Ciprián smelter due to the strike in 2021 and partial curtailment of the Lista smelter

• Decrease in value add product sales due to overall lower market demand and product premiums in both Europe and North America

• Lower Warrick power plant energy sales

Third-party sales increased $305 primarily as a result of:

• Higher shipments primarily due to the Alumar smelter and Warrick smelter restarts

• Increased offtake from a joint venture supply agreement

• Higher average realized price of $13/ton driven by a higher average LME (on a 15-day lag) partially offset by lower regional premiums and the absence of gains from the Alumar smelter restart hedge program which ended in December 2023

• Higher pricing at the Brazil hydro-electric facilities

Partially offset by:

• Higher shipments due to the Alumar smelter restart and improved availability of railcars or vessels for outbound product from North American smelters

• Lower trading activities

• Decrease in value add product sales due to lower product premiums in Europe and North America

• Unfavorable currency impacts

Segment Adjusted EBITDA

Segment Adjusted EBITDA decreased $1,031 primarily as a result of:

• Lower average realized price based on LME (on a 15-day lag) and lower regional premiums

• Lower Warrick power plant energy sales

• Decrease in value add product sales

• Higher production costs primarily associated with higher labor costs and increased maintenance costs

Segment Adjusted EBITDA increased $196 primarily as a result of:

• Higher average realized price

• Lower energy costs, primarily in Brazil

• Higher pricing at the Brazil hydro-electric facilities

• Lower production costs primarily due to efficiencies at higher production rates

Partially offset by:

• Favorable raw material costs primarily on lower average alumina input costs

• Lower energy costs, primarily in Europe

• Favorable currency impacts

• Unfavorable raw material costs primarily on higher average alumina input costs, partially offset by lower market prices for carbon materials

• Decrease in value add product sales

Forward Look.

For 2024, the Company is providing projections for both production and shipments.

The Aluminum segment is expected to produce between 2.2 to 2.3 million metric tons of aluminum, an increase from 2023 due to smelter restarts.

In 2024, aluminum shipments are expected to be between 2.5 and 2.6 million metric tons, consistent with 2023, as increased shipments from smelter restarts are offset by lower trading volumes.

Additionally, the Company engages in aluminum commodity trading activity when favorable market conditions allow.

Alcoa expects aluminum production to range between 2.3 and 2.5 million metric tons and aluminum shipments to range between 2.6 and 2.8 million metric tons in 2025.

The increase in production and shipments in 2025 is due to smelter restarts.

Additionally, the Company engages in trading activity when favorable market conditions allow.

Availability of trading opportunities in 2025 may impact the Company’s shipment projection.

Further, in 2024, the Aluminum segment expects benefits from lower raw material and energy costs, primarily in Brazil and Norway, to be partially offset by lower value add aluminum product sales.

Further, in 2025, the Aluminum segment expects lower raw material costs will offset the absence of Ma’aden metal offtake, as expected with the announced sale of the Saudi Arabia joint venture, and certain lower product premiums.

The segment also expects higher production costs with the absence of the IRA Section 45X benefit for 2023 recorded in 2024.

Reconciliations of Certain Segment Information

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Consolidated sales

Reconciliation of Total Segment Operating Costs to Consolidated Cost of Goods Sold

Total segment operating costs

Eliminations (2)

Provision for depreciation, depletion, and amortization (3)

Consolidated cost of goods sold

(1) Other largely relates to the Aluminum segment's energy product division and the Alumina segment's purchases of bauxite from offtake or other supply agreements that is sold to third-parties.

(2) Represents the elimination of Cost of goods sold related to intersegment sales between Alumina and Aluminum.

(3) Provision for depreciation, depletion, and amortization is included in the operating costs used to calculate average cost for each of the alumina and aluminum product divisions (see Alumina and Aluminum above).

However, for financial reporting purposes, Provision for depreciation, depletion, and amortization is presented as a separate line item on Alcoa Corporation’s Statement of Consolidated Operations.

(4) Other includes costs related to Transformation, and certain other items that are not included in the operating costs of segments (see footnotes 1 and 3 in the Reconciliation of Total Segment Adjusted EBITDA to Consolidated Net (Loss) Income Attributable to Alcoa Corporation below).

Reconciliation of Total Segment Adjusted EBITDA to Consolidated Net Loss Attributable to Alcoa Corporation

Reconciliation of Total Segment Adjusted EBITDA to Consolidated Net Income (Loss) Attributable to Alcoa Corporation

Total Segment Adjusted EBITDA

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Interest expense

Other (expenses) income, net

Consolidated (loss) income before income taxes

Other expenses, net

Consolidated income (loss) before income taxes

Provision for income taxes

Net loss (income) attributable to noncontrolling interest

Consolidated net loss attributable to Alcoa

Net loss attributable to noncontrolling interest

Consolidated net income (loss) attributable to Alcoa Corporation

(1) Transformation includes, among other items, the Adjusted EBITDA of previously closed operations.

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Alcoa’s ability to fund its cash needs depends on the Company’s ongoing ability to generate and raise cash in the future.

In 2023, the Company generated lower profitability due to lower prices for aluminum and alumina and higher production costs, partially offset by lower restructuring charges.

Despite the challenging year, the Company maintained a strong cash position and successfully completed the following actions:

• Entered into a Receivables Purchase Agreement facility and sold gross customer receivables of $591, and reinvested collections of $477 from previously sold receivables, resulting in net cash proceeds from the financial institution of $114;

In 2024, the Company generated higher profitability due to higher prices for alumina and aluminum and lower raw material and energy costs, partially offset by higher restructuring charges.

The strong financial results allowed the Company to maintain a strong balance sheet, including a strong cash position.

Additionally, the Company successfully completed the following actions:

• Issued $750 of 7.125% Senior Notes due 2031 under the Company's new Green Finance Framework;

• Funded $580 in capital expenditures to sustain and grow our operations;

• Entered into a revolving credit facility for $250 (available to be drawn in Japanese yen) (Japanese Yen Revolving Credit Facility);

• Purchased group annuity contracts to transfer the obligation to pay remaining retirement benefits for approximately 530 retirees and beneficiaries from certain Canadian defined benefit pension plans.

Transferred approximately $235 in both plan obligations and plan assets;

• Voluntarily repaid the $385 drawn under the Alumina Limited Revolving Credit Facility and cancelled the outstanding lender tranche commitments, effectively terminating the facility ;

• Returned capital to stockholders of $90.

In each quarter of 2023, the Board of Directors declared and paid a quarterly cash dividend of $0.10 per share of the Company’s common stock;

• Entered into multiple agreements with a financial institution for the sale and subsequent repurchase of aluminum inventory resulting in net short-term borrowings of $56 in 2023.

In January 2024, the Company initiated the following actions:

• Amended its Revolving Credit Facility to provide additional flexibility to implement portfolio actions during 2024, by providing for a temporary reduction of the minimum interest coverage ratio required thereunder from 4.00 to 1.00 to 3.00 to 1.00, and increasing the maximum addback for cash restructuring charges to Consolidated EBITDA (as defined in the Revolving Credit Facility), in each case for the 2024 fiscal year.

• Initiated a productivity and competitiveness program across its global operations and functions.

The program is a first step in the Company’s objective to improve competitiveness and includes a target to save approximately 5 percent of operating costs, exclusive of raw materials, energy and transportation costs which are already under active management and cost control programs.

Total savings are expected to approximate $100 on a run rate basis and to be achieved by the first quarter of 2025.

• Initiated several operational changes to improve profitability, including engaging with government stakeholders and workers’ representatives to discuss ongoing financial difficulties at the San Ciprián operations, optimizing the Warrick smelter operations, completing the Alumar restart, and announcing the curtailment of the Kwinana refinery.

In each quarter of 2024, the Board of Directors declared and paid a quarterly cash dividend of $0.10 per share of the Company’s stock (including newly issued shares for the acquisition of Alumina Limited).

Management believes that the Company’s cash on hand, projected cash flows, and liquidity options, combined with its strategic actions, will be adequate to fund its short-term (at least 12 months) and long-term operating and investing needs.

On January 24, 2024, ANHBV drew $201 against the Japanese Yen Revolving Credit Facility to fund working capital requirements and reductions to date in the Company’s Cash and cash equivalents.

The Company plans to opportunistically access liquidity sources to support its cash position and ongoing cash needs.

Further, the Company has flexibility related to its use of cash;

the Company has no significant debt maturities until 2027 and no significant cash contribution requirements related to its pension plan obligations (refer to Material Cash Requirements, below, for more information).

the Company has no significant debt maturities until 2027 and no significant cash contribution requirements related to its pension plan obligations (see Material Cash Requirements below for more information).

Although management believes that Alcoa’s projected cash flows and other liquidity options will provide adequate resources to fund operating and investing needs, the Company’s access to, and the availability of, financing on acceptable terms in the future will be affected by many factors, including:

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There can be no assurances that the Company will continue to have access to capital markets on terms acceptable to Alcoa Corporation.

Changes in market conditions caused by global or macroeconomic events, such as ongoing regional conflicts, high inflation, and changing global monetary policies could have adverse effects on Alcoa’s ability to obtain additional financing and cost of borrowing.

Changes in market conditions caused by U.S., global, or macroeconomic events, such as ongoing regional conflicts, high inflation, and changing U.S.

or global monetary policies could have adverse effects on Alcoa’s ability to obtain additional financing and cost of borrowing.

Inability to generate sufficient earnings could impact the Company’s ability to meet the financial covenants in our outstanding debt and revolving credit facility agreements and limit our ability to access these sources of liquidity or refinance or renegotiate our outstanding debt or credit agreements on terms acceptable to the Company.

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Notable changes to the sources and (uses) of cash include:

• ($1,323) lower net income, excluding the impacts from restructuring charges, primarily due to lower aluminum pricing, higher production costs, partially offset by lower energy costs ;

• $690 in certain working capital accounts, primarily an increase in inventories in 2022 on higher raw material prices and a decrease in inventories in 2023 primarily on lower raw material prices;

• $954 favorable change in net income, excluding the impacts from restructuring charges, primarily due to higher alumina and aluminum pricing and lower raw material and energy costs;

• $168 less income taxes paid on prior year earnings, as well as on lower current year earnings in the jurisdictions where taxes are paid;

• ($525) in certain working capital accounts, primarily an increase in receivables in 2024 due to higher sales, a decrease in inventories in 2023 primarily on raw material prices, partially offset by an increase in accounts payable in 2024 due to higher alumina trading payables.

In the third quarter of 2020, AofA paid approximately $74 (A$107) to the ATO related to the tax dispute described in Note S to the Consolidated Financial Statements in Part II Item 8 of this Form 10-K.

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AofA applied this deduction beginning in the third quarter of 2020, reducing cash tax payments.

Interest compounded in future years is also deductible against AofA’s income in future periods.

If AofA is ultimately successful, the interest deduction would become taxable as income in the year the dispute is resolved.

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During 2024, AofA continued to record its tax provision and tax liability without effect of the ATO assessment, since it expects to prevail.

The tax payable will remain on AofA’s balance sheet as a noncurrent liability, increased by the tax effect of subsequent periods’ interest deductions, until dispute resolution, which is expected to take several years.

The tax payable related to deductions of interest on the assessment will remain on AofA’s balance sheet as a noncurrent liability, increased by the tax effect of subsequent periods’ interest deductions, until dispute resolution.

At December 31, 2024 and December 31, 2023, the noncurrent liability resulting from the cumulative interest deductions was approximately $206 (A$332) and $199 (A$293), respectively.

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Alcoa Corporation guarantees the performance obligations of the Company subsidiaries, and unsold customer receivables are pledged as collateral to the financial institution to secure the sold receivables.

At December 31, 2023, the SPE held unsold customer receivables of $104 pledged as collateral against the sold receivables.

At December 31, 2024 and December 31, 2023, the SPE held unsold customer receivables of $247 and $104, respectively, pledged as collateral against the sold receivables.

The Company continues to service the customer receivables that were transferred to the financial institution.

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In 2024, the Company sold gross customer receivables of $1,186, and reinvested collections of $1,170 from previously sold receivables, resulting in net cash proceeds from the financial institution of $16.

Cash collections from previously sold receivables yet to be reinvested of $99 were included in Accounts payable, trade on the accompanying Consolidated Balance Sheet as of December 31, 2023.

In 2023, the Company sold gross customer receivables of $591, and reinvested collections of $477 from previously sold receivables, resulting in net cash proceeds from the financial institution of $114.

Cash collections from previously sold receivables yet to be reinvested of $50 and $99 were included in Accounts payable, trade on the accompanying Consolidated Balance Sheet as of December 31, 2024 and 2023, respectively.

Cash received from sold receivables under the agreement are presented within operating activities in the Statement of Consolidated Cash Flows.

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Financing Activities

Cash provided from financing activities was $57 in 2023 compared with cash used for financing activities of $768 in 2022.

Cash provided from financing activities was $201 in 2024 compared with $57 in 2023.

The source of cash in 2024 was primarily $737 of net proceeds from the bond issuance (see below), partially offset by $385 for the repayment of the Alumina Limited debt (see below), and $90 of dividends paid on stock.

The source of cash in 2023 was primarily $158 of net contributions from Alumina Limited (see Noncontrolling interest above) and $55 primarily related to the net issuance of short-term borrowings (see below), partially offset by $72 of dividends paid, $52 in financial contributions primarily related to the sale of the Warrick Rolling Mill, and $34 for payments related to tax withholding on stock-based compensation awards.

The use of cash in 2022 was primarily $165 of net cash paid to Alumina Limited, $500 for the repurchase of common stock, and $72 of dividends paid.

Credit Facilities.

Revolving Credit Facility

On June 27, 2022, Alcoa Corporation and Alcoa Nederland Holding B.V.

(ANHBV), a wholly owned subsidiary of Alcoa Corporation and the borrower, entered into an amendment and restatement agreement (the Third Amendment and Restatement) (as amended and restated, the Revolving Credit Facility) that provided additional flexibility to the Company and ANHBV by (i) extending the maturity date of the Revolving Credit Facility from November 2023 to June 2027, (ii) reducing the aggregate commitments under the facility from $1,500 to $1,250, (iii) releasing the collateral package that had previously secured the Revolving Credit Facility, which would have continued so long as certain credit ratings were maintained, (iv) increasing the maximum leverage ratio from 2.75 to 1.00 to 3.25 to 1.00, which increased following material acquisitions for four consecutive fiscal quarters following an acquisition, (v) providing a debt to capitalization ratio not to exceed .60 to 1.00 to replace the maximum leverage ratio upon a ratings upgrade to investment grade by Moody’s Investor Service (Moody’s) or Standard and Poor’s Global Ratings (S&P), and (vi) providing flexibility for dividends and other restricted payments, to make investments, and to incur additional indebtedness.

The Revolving Credit Facility implemented a sustainability adjustment to the applicable margin and commitment fee that may result in a positive or negative adjustment based on two of the Company’s existing sustainability metrics.

On July 26, 2022, Moody’s upgraded the rating of ANHBV’s senior unsecured notes to Baa3 (investment grade).

In addition to the financial covenants, the Revolving Credit Facility includes several customary affirmative and negative covenants (applicable to Alcoa Corporation and certain subsidiaries described as restricted), that, subject to certain exceptions, include limitations on (among other things):

The Company and Alcoa Nederland Holding B.V.

(ANHBV), a wholly-owned subsidiary of Alcoa Corporation and the borrower, have a $1,250 revolving credit and letter of credit facility in place for working capital and/or other general corporate purposes (the Revolving Credit Facility).

The Revolving Credit Facility, established in September 2016, most recently amended and restated in June 2022 and amended in January 2024, is scheduled to mature in June 2027.

Subject to the terms and conditions under the Revolving Credit Facility, the Company or ANHBV may borrow funds or issue letters of credit.

Further, the Revolving Credit Facility contains financial covenants and customary affirmative and negative covenants (applicable to Alcoa Corporation and certain subsidiaries described as restricted), that, subject to certain exceptions, include limitations on (among other things):

indebtedness, liens, investments, sales of assets, restricted payments, entering into restrictive agreements, a covenant prohibiting reductions in the ownership of AWAC entities, and certain other specified restricted subsidiaries of Alcoa Corporation, below an agreed level.

The Revolving Credit Facility also contains customary events of default, including failure to make payments under the Revolving Credit Facility, cross-default and cross-judgment default, and certain bankruptcy and insolvency events.

As of December 31, 2023, the Company was in compliance with all financial covenants.

The Company may access the entire amount of commitments under the Revolving Credit Facility.

There were no borrowings outstanding at December 31, 2023 and 2022, and no amounts were borrowed during 2023 and 2022 under the Revolving Credit Facility.

On January 17, 2024, Alcoa Corporation, ANHBV, and certain subsidiaries of the Company entered into Amendment No.

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The Amended Revolving Credit Facility provides additional flexibility to the Company and the Borrower by temporarily (i) reducing the minimum interest coverage ratio required thereunder from 4.00 to 1.00 to 3.00 to 1.00 and (ii) providing for a maximum addback for cash restructuring charges in Consolidated EBITDA (as defined in the Revolving Credit Facility) of $450, in each case for the 2024 fiscal year.

As of January 1, 2025, the minimum interest coverage ratio requirement will revert to 4.00 to 1.00 and the maximum addback for cash restructuring charges in Consolidated EBITDA will revert to 15% of Consolidated EBITDA.

As of January 1, 2025, the minimum interest coverage ratio requirement reverted to 4.00 to 1.00 and the maximum addback for cash restructuring charges in Consolidated EBITDA reverted to 15% of Consolidated EBITDA.

The requirement that the Company maintain a debt to capitalization ratio not to exceed .60 to 1.00 was not changed by Amendment No.

In connection with Amendment No.

1, the Company also agreed to provide collateral for its obligations under the Amended Revolving Credit Facility, which will require it to execute all security documents to re-secure collateral under the Amended Revolving Credit Facility by, subject to certain exceptions, a first priority security interest in substantially all assets of the Company, the Borrower, the material domestic wholly-owned subsidiaries of the Company, and the material foreign wholly-owned subsidiaries of the Company located in Australia, Brazil, Canada, Luxembourg, the Netherlands, Norway, and Switzerland including equity interests of certain subsidiaries that directly hold equity interests in AWAC entities.

The collateral would be released if, on or after January 1, 2025, the Company or the Borrower (as applicable) (i) has at least two of the following three designated ratings:

(x) Baa3 from Moody’s, (y) BBB- from S&P and (z) BBB- from Fitch Ratings and (ii) does not have any designated rating lower than:

(x) Ba1 from Moody’s, (y) BB+ from S&P and (z) BB+ from Fitch Ratings.

1, the Company also agreed to provide collateral for its obligations under the Amended Revolving Credit Facility, which requires it to execute all security documents to re-secure collateral under the Amended Revolving Credit Facility by, subject to certain exceptions, a first priority security interest in substantially all assets of the Company, the Borrower, the material domestic wholly-owned subsidiaries of the Company, and the material foreign wholly-owned subsidiaries of the Company located in Australia, Brazil, Canada, Luxembourg, the Netherlands, Norway, and Switzerland including equity interests of certain subsidiaries that directly hold equity interests in AWAC entities.

After January 1, 2025, the Company may obtain a release of the collateral if the Company or the Borrower (as applicable) (i) has at least two of the following three designated ratings:

(x) Baa3 from Moody’s Investor Service (Moody’s), (y) BBB- from Standard and Poor’s (S&P) Global Ratings and (z) BBB- from Fitch Ratings and (ii) does not have any designated rating lower than:

(x) Ba1 from Moody’s, (y) BB+ from S&P Global Ratings and (z) BB+ from Fitch Ratings.

The Amended Revolving Credit Facility contains customary affirmative covenants, negative covenants, and events of default substantially comparable to the Revolving Credit Facility (other than those that are described above and other minor changes).

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1 and as of specific dates and were solely for the benefit of the parties to the Amended Revolving Credit Facility.

As of December 31, 2024, the Company was in compliance with all financial covenants.

The Company may access the entire amount of commitments under the Revolving Credit Facility.

There were no borrowings outstanding at December 31, 2024 and 2023, and no amounts were borrowed during 2024 and 2023 under the Revolving Credit Facility.

Japanese Yen Revolving Credit Facility

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The facility included covenants that are substantially the same as those included in the Revolving Credit Facility.

As of December 31, 2023, the Company was in compliance with all financial covenants.

The Company may access the entire amount of commitments under the facility.

There were no borrowings outstanding at December 31, 2023 and $10 was borrowed and subsequently repaid in 2023.

On January 17, 2024, Alcoa Corporation and ANHBV, entered into Amendment No.

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Also in connection with this amendment, the Company agreed to provide collateral for its obligations with the same conditions as the Amended Revolving Credit Facility.

On January 24, 2024, ANHBV drew $201 against this facility.

The Company may draw on these facilities periodically to ensure working capital needs are met.

On April 26, 2024, the Company entered into an amendment extending the maturity of the Japanese Revolving Credit Facility to April 2025.

As of December 31, 2024, the Company was in compliance with all financial covenants.

The Company may access the entire amount of commitments under the facility.

There were no borrowings outstanding at December 31, 2024 and 2023.

During 2024, $201 (29,686 JPY) was borrowed and $196 (29,686 JPY) was repaid.

During 2023, $10 (1,495 JPY) was borrowed and repaid.

Alumina Limited Revolving Credit Facility

In connection with the acquisition of Alumina Limited (see Note C), the Company assumed $385 of indebtedness as of August 1, 2024, representing the amount drawn on Alumina Limited's revolving credit facility.

At acquisition, the Alumina Limited revolving credit facility had tranches maturing in October 2025 ($100), January 2026 ($150), July 2026 ($150), and June 2027 ($100).

In August 2024, Alcoa cancelled the undrawn portions of the revolving credit facility maturing in July 2026 ($15) and June 2027 ($100).

In November 2024, pursuant to the terms of the Alumina Limited revolving credit facility, Alcoa voluntarily repaid all accrued and unpaid amounts outstanding under the revolving credit facility, totaling $385 and, as of the same date, cancelled the outstanding lender tranche commitments ($385).

As a result of the repayment and cancellation of undrawn amounts, the Alumina Limited revolving credit facility agreement was effectively terminated.

No early termination penalties or prepayment premiums were incurred by Alcoa in connection with the termination of the Alumina Limited revolving credit facility.

The Company may draw on the remaining facilities periodically to ensure working capital needs are met.

See Part II Item 8 of this Form 10-K in Note M to the Consolidated Financial Statements for additional information related to these facilities.

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In the event Alcoa Corporation would be required to perform under any of these instruments, the Company would be indemnified by ParentCo in accordance with the Separation and Distribution Agreement.

In December 2023, AofA committed to provide a bank guarantee for approximately $68 (A$100) which demonstrates Alcoa’s confidence that its operations will not impair drinking water supplies.

In August 2017, Alcoa Corporation entered into a standby letter of credit agreement, which expires on June 27, 2024 (amended in August 2018, May 2019, May 2021, June 2022, and January 2024), with three financial institutions.

In December 2023, AofA committed to provide a bank guarantee in connection with the approval of the Company’s five-year mine plans that were referred to the Western Australia Environmental Protection Agency (WA EPA), which demonstrates Alcoa’s confidence that its operations will not impair drinking water supplies.

On September 30, 2024 and October 1, 2024, AofA delivered bank guarantees totaling $62 (A$100).

After March 27, 2025, Alcoa may, with the Western Australian government’s consent, replace the bank guarantee with a parent company guarantee or a surety bond.

The requirement to provide financial assurance will expire upon the completion of the WA EPA’s assessment of the Company’s five-year mine plans.

In August 2017, Alcoa Corporation entered into a standby letter of credit agreement with three financial institutions, which was most recently amended in May 2024 and expires on May 1, 2026.

The agreement provides for a $200 facility used by the Company for matters in the ordinary course of business.

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In the event Alcoa Corporation would be required to perform under any of these instruments, the Company would be indemnified by ParentCo in accordance with the Separation and Distribution Agreement.

As of December 31, 2023, Alcoa Corporation had three outstanding series of Notes maturing at varying times.

As of December 31, 2024, Alcoa Corporation had four outstanding series of Notes maturing at varying times.

A summary of the Notes and other long-term debt is shown below.

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4.125% Notes, due 2029

7.125% Notes, due 2031

Unamortized discounts and deferred financing costs

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Long-term debt, less amount due within one year

During 2023, the Company entered into multiple agreements with a financial institution for the sale and subsequent repurchase of aluminum inventory.

The Company did not record sales upon each shipment of inventory, and the net cash received of $56 was recorded in Short-term borrowings within Other current liabilities on the Consolidated Balance Sheet.

During 2023, the Company recorded borrowings of $117 and repurchased $61 of inventory related to these agreements.

The cash received and subsequently paid under the inventory repurchase agreements is included in Cash provided from financing activities on the Statement of Consolidated Cash Flows in 2023.

The Company entered into inventory repurchase agreements whereby the Company sold aluminum to a third party and agreed to subsequently repurchase substantially similar inventory.

The Company did not record sales upon each shipment of inventory and the net cash received of $50 and $56 related to these agreements was recorded in Short-term borrowings within Other current liabilities on the Consolidated Balance Sheet as of December 31, 2024 and December 31, 2023, respectively.

In 2024, the Company recorded borrowings of $88 and repurchased $94 of inventory related to these agreements.

In 2023, the Company recorded borrowings of $117 and repurchased $61 of inventory related to these agreements.

The cash received and subsequently paid under the inventory repurchase agreements is included in Cash provided from financing activities on the Statement of Consolidated Cash Flows.

Alcoa Corporation’s cost of borrowing and ability to access the capital markets are affected not only by market conditions but also by the short- and long-term debt ratings assigned to Alcoa Corporation’s debt by the major credit rating agencies.

On January 12, 2024, Moody’s affirmed a Baa3 (investment grade) rating of ANHBV’s long-term debt and revised the outlook from stable to negative.

On December 20, 2023, Fitch Ratings affirmed a BBB- rating for Alcoa Corporation’s long-term debt and revised the outlook from stable to negative.

On September 13, 2023, S&P affirmed the BB+ rating of Alcoa’s long-term debt and affirmed the current outlook as positive.

Ratings are not a recommendation to buy or hold any of our securities and they may be revised or revoked at any time at the sole discretion of the rating organization.

In each quarter of 2023, the Board of Directors declared and paid a quarterly cash dividend of $0.10 per share of the Company’s common stock, totaling $72 for the year.

On March 6, 2024, Moody’s Investor Service downgraded the rating of ANHBV’s long-term debt from Baa3 to Ba1 and revised the outlook from negative to stable.

On March 4, 2024, Fitch Ratings downgraded the rating for Alcoa Corporation and ANHBV’s long-term debt from BBB- to BB+ and revised the outlook from negative to stable.

On March 4, 2024, Standard and Poor’s Global Ratings downgraded the rating of Alcoa Corporation’s long-term debt from BB+ to BB and revised the outlook from positive to stable.

Ratings are not a recommendation to buy or hold any of Alcoa’s securities and they may be revised or revoked at any time at the sole discretion of the rating organization.

In 2024, the Board of Directors declared and paid quarterly cash dividends of $0.10 per share of the Company’s common stock (including common stock underlying CDIs) and Series A convertible preferred stock , totaling $89 and $1, respectively, for the year.

The details of any future cash dividend declaration, including the amount of such dividend and the timing and establishment of the record and payment dates, will be determined by the Board of Directors.

The decision of whether to pay future cash dividends and the amount of any such dividends will be based on the Company's financial position, results of operations, cash flows, capital requirements, business conditions, the requirements of applicable law, and any other factors the Board of Directors may deem relevant.

On February 20, 2025, the Board of Directors declared a quarterly cash dividend of $0.10 per share of the Company’s common stock (including common stock underlying CDIs) and Series A convertible preferred stock, to be paid on March 20, 2025 to stockholders of record as of the close of business on March 4, 2025.

Common Stock Repurchase Program.

In October 2021, Alcoa Corporation’s Board of Directors approved a common stock repurchase program under which the Company may purchase shares of its outstanding common stock up to an aggregate transactional value of $500, depending on cash availability, market conditions, and other factors.

In October 2021, Alcoa Corporation’s Board of Directors approved a common stock repurchase program for the Company to purchase shares of its outstanding common stock up to an aggregate transactional value of $500, depending on cash availability, market conditions, and other factors.

On July 20, 2022, Alcoa Corporation announced that its Board of Directors approved an additional common stock repurchase program under which the Company may purchase shares of its outstanding common stock up to an aggregate transactional value of $500, depending on the Company’s continuing analysis of market, financial, and other factors (the July 2022 authorization).

Prior to this authorization, $150 remained available for common stock repurchases at the end of the second quarter of 2022 from the prior authorization in October 2021 of $500 which was fully exhausted in 2022 with the Company’s repurchase activity (see below).

No shares were repurchased in 2023.

In 2022, the Company repurchased 8,565,200 shares of its common stock for $500;

the shares were immediately retired.

No shares were repurchased in 2024 or 2023.

In 2022, the Company repurchased 8,565,200 shares of its common stock for $500;

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Investing Activities

Cash used for investing activities was $585 in 2023 compared to cash used for investing activities of $495 in 2022.

Cash used for investing activities was $608 in 2024 compared with $585 in 2023.

In 2024, the use of cash was primarily attributable to $580 related to capital expenditures and $37 of cash contributions to the ELYSIS TM partnership.

In 2022, the use of cash was primarily attributable to $480 related to capital expenditures and $32 of cash contributions to the ELYSIS partnership, partially offset by the sale of the Company’s interest in the MRN mine of $10.

In 2023, the use of cash was primarily attributable to $531 related to capital expenditures and $70 of cash contributions to the ELYSIS partnership.

In 2025, Alcoa expects capital expenditures of approximately $700 related to sustaining capital projects and return-seeking capital projects.

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As discussed above, the Company relies primarily on operating cash flows to fund its cash commitments and management believes its cash on hand, projected cash flows, and liquidity options combined with its strategic actions, will be adequate to fund its short-term (at least 12 months) and long-term operating and investing needs.

On January 24, 2024, ANHBV drew $201 against the Japanese Yen Revolving Credit Facility to fund working capital requirements and reductions to date in the Company’s Cash and cash equivalents.

The Company plans to opportunistically access liquidity sources to support its cash position and ongoing cash needs.

The Company has committed cash outflows related to pension and postretirement benefit obligations, asset retirement obligations, environmental remediation, and operating lease agreements.

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Long-term debt and Short-term borrowings

Purchase obligations—Energy-related purchase obligations consist primarily of electricity and natural gas contracts with expiration dates ranging from 1 year to 24 years.

Raw material obligations consist mostly of bauxite (relates to AWAC’s bauxite mine interests in Guinea and Brazil), caustic soda, lime, alumina, aluminum fluoride, calcined petroleum coke, anodes, and cathode blocks with expiration dates ranging from less than 1 year to 11 years.

Other purchase obligations consist principally of freight for bauxite and alumina with expiration dates ranging from 1 to 11 years.

Purchase obligations—Energy-related purchase obligations consist primarily of electricity and natural gas contracts with expiration dates ranging from less than 1 year to 23 years.

Raw material obligations consist mostly of bauxite (relates to Alcoa's bauxite mine interests in Guinea and Brazil), caustic soda, lime, alumina, aluminum fluoride, calcined petroleum coke, anodes, and cathode blocks with expiration dates ranging from less than 1 year to 10 years.

Other purchase obligations consist principally of freight for bauxite and alumina with expiration dates ranging from less than 1 to 12 years.

Many of these purchase obligations contain variable pricing components, and, as a result, actual cash payments may differ from the estimates provided in the preceding table.

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Management’s impairment assessment process is described in Part II Item 8 of this Form 10-K in Note B to the Consolidated Financial Statements.

Refer to Part II Item 8 of this Form 10-K in Note K to the Consolidated Financial Statements for more information regarding properties, plants, and equipment.

See Part II Item 8 of this Form 10-K in Note K to the Consolidated Financial Statements for more information regarding properties, plants, and equipment.

Goodwill is reviewed for impairment annually (in the fourth quarter) or more frequently if indicators of impairment exist or if a decision is made to sell or exit a business.

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Management will test goodwill on a qualitative or quantitative basis.

Refer to Part II Item 8 of this Form 10-K in Note B to the Consolidated Financial Statements for more information regarding management’s impairment assessment process.

As a result of the January 2023 segment change, the Company reviewed the recoverability of the carrying value of goodwill of its Alumina reporting unit in the first quarter of 2023.

The estimated fair value of the Alumina reporting unit substantially exceeded the reporting unit’s carrying value, resulting in no impairment.

See Part II Item 8 of this Form 10-K in Note B to the Consolidated Financial Statements for more information regarding management’s impairment assessment process.

Management performed a quantitative assessment for the Alumina reporting unit in the fourth quarter of 2024.

As a result of the assessment, the estimated fair value of the Alumina reporting unit was substantially in excess of its carrying value, resulting in no impairment.

The impact on the estimated fair values of an increase in the discount rate of 1% would not result in a change in the conclusions reached for the impairment assessments performed in 2023, the estimated fair values would remain in excess of carrying values.

Further, in all years presented, there have been no triggering events that necessitated an impairment test for the Alumina reporting unit, except for the segment change in the first quarter of 2023 described above.

Refer to Part II Item 8 of this Form 10-K in Note L to the Consolidated Financial Statements for more information regarding goodwill.

The impact on the estimated fair value of an increase in the discount rate of 1% would not result in a change in the conclusions reached for the impairment assessment performed in 2024, the estimated fair value would remain in excess of carrying value.

Further, in all years presented, there have been no triggering events that necessitated an impairment test for the Alumina reporting unit, except for the 2023 segment change which resulted in no impairment.

See Part II Item 8 of this Form 10-K in Note L to the Consolidated Financial Statements for more information regarding goodwill.

Asset Retirement and Environmental Obligations.

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Changes to the estimates may result in material changes to the reserve that may require an increase to or a reversal of a previously recorded reserve.

Refer to Part II Item 8 of this Form 10-K in Note R and Note S to the Consolidated Financial Statements for more information regarding current reserves.

See Part II Item 8 of this Form 10-K in Note R and Note S to the Consolidated Financial Statements for more information regarding current reserves.

Litigation Matters.

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Legal matters are reviewed on a continuous basis to determine if there has been a change in management’s judgment regarding the likelihood of an unfavorable outcome or the estimate of a potential loss.

Refer to Part II Item 8 of this Form 10-K in Note B to the Consolidated Financial Statements for more information regarding management’s litigation matters policy.

See Part II Item 8 of this Form 10-K in Note B to the Consolidated Financial Statements for more information regarding management’s litigation matters policy.

Pension and Other Postretirement Benefits.

Liabilities and expenses for pension and other postretirement 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 on plan assets, and several assumptions relating to the employee workforce (salary increases, health care cost trend rates, retirement age, and mortality).

The yield curve model used to develop the discount rate parallels the plans’ projected cash flows and has a weighted average duration of 10 years.

The underlying cash flows of the high-quality corporate bonds included in the model exceed the cash flows needed to satisfy the Company’s plan obligations multiple times.

The yield curve model used to develop the discount rate is based on high-quality corporate bonds, parallels the plans’ projected cash flows and has a weighted average duration of 10 years.

If a deep market of high-quality corporate bonds does not exist in a country, then the yield on government bonds plus a corporate bond yield spread is used.

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Mortality rate assumptions are based on mortality tables and future improvement scales published by third parties, such as the Society of Actuaries, and consider other available information including historical data as well as studies and publications from reputable sources.

Refer to Part II Item 8 of this Form 10-K in Note O to the Consolidated Financial Statements for more information regarding pension and other postretirement benefits including accounting impacts of current year actions.

See Part II Item 8 of this Form 10-K in Note O to the Consolidated Financial Statements for more information regarding pension and other postretirement benefits including accounting impacts of current year actions.

Derivatives and Hedging.

To calculate the fair value of certain derivatives, management uses discounted cash flow (DCF) and other simulation models that consider the following inputs and assumptions:

To calculate the fair value of certain derivatives, management uses DCF and other simulation models that consider the following inputs and assumptions:

quoted market prices (e.g., aluminum prices on the 10-year London Metal Exchange (LME) forward curve and energy prices), information concerning time premiums and volatilities for certain option type embedded derivatives and regional premiums for aluminum contracts, aluminum and energy prices beyond those quoted in the market, and the estimated credit spread between Alcoa and the counterparty.

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Changes in estimates can have a material impact on the derivative valuations.

Refer to Part II Item 8 of this Form 10-K in Note P to the Consolidated Financial Statements for more information regarding derivatives and hedging and related activity during the period.

See Part II Item 8 of this Form 10-K in Note P to the Consolidated Financial Statements for more information regarding derivatives and hedging and related activity during the period.

Income Taxes.

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Changes in estimates can have a material impact on the deferred taxes and uncertain tax positions.

Refer to Part II Item 8 of this Form 10-K in Note Q to the Consolidated Financial Statements for more information regarding income taxes and deferred tax assets and related activity during the period.

See Part II Item 8 of this Form 10-K in Note Q to the Consolidated Financial Statements for more information regarding income taxes and deferred tax assets and related activity during the period.

Related Party Transactions

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As of December 31, 2024, the Company had $895 million in AROs, of which $321 million related to mine reclamation and $396 million related to the closure of bauxite residue areas.

During 2023, the Company incurred liabilities related to mine reclamation and closure of bauxite residue areas, consisting of $97 million for changes in closure estimates of operating bauxite residue areas, $87 million for new mining areas opened during the year and higher estimated mine reclamation costs, and $10 million related to changes in closure estimates of non-operating bauxite residue areas.

During 2024, the Company incurred liabilities related to mine reclamation and closure of bauxite residue areas, consisting of $87 million for new mining areas opened during the year and higher estimated mine reclamation costs, $24 million related to changes in closure estimates at the previously closed Suralco refinery, and $9 million related to water treatment due to the curtailment of the Kwinana refinery.

The principal considerations for our determination that performing procedures relating to the AROs for mine reclamation and closure of bauxite residue areas is a critical audit matter are (i) the significant judgment by management in developing the fair value estimate of the AROs;

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Total costs and expenses

(Loss) income before income taxes

Income (loss) before income taxes

Provision for income taxes (Q)

Net (loss) income

Net income (loss)

Net (loss) income attributable to noncontrolling interest

Net (loss) income attributable to Alcoa Corporation

Net income (loss) attributable to Alcoa Corporation

Earnings per share attributable to Alcoa Corporation common

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Alcoa Corporation

Noncontrolling

Noncontrolling interest

For the year ended December 31,

Net (loss) income

Net income (loss)

Other comprehensive (loss)

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Change in unrecognized net

actuarial loss and prior

actuarial gain/loss and prior

service cost/benefit

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Alcoa Corporation shareholders’ equity:

Preferred stock (N)

Common stock (N)

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Cash from Operations

Net (loss) income

Adjustments to reconcile net (loss) income to cash from operations:

Net income (loss)

Adjustments to reconcile net income (loss) to cash from operations:

Depreciation, depletion, and amortization

Deferred income taxes (Q)

Equity loss (income), net of dividends (H)

Equity (income) loss, net of dividends (H)

Restructuring and other charges, net (D)

Net loss (gain) from investing activities—asset sales (U)

Net loss from investing activities—asset sales (U)

Net periodic pension benefit cost (O)

Stock-based compensation (N)

Premium paid on early redemption of debt

Loss (gain) on mark-to-market derivative financial contracts

(Gain) loss on mark-to-market derivative financial contracts

Changes in assets and liabilities, excluding effects of divestitures and

foreign currency translation adjustments:

Decrease (increase) in receivables

(Increase) decrease in receivables

Decrease (increase) in inventories (J)

Decrease (increase) in prepaid expenses and other current assets

(Decrease) increase in accounts payable, trade

(Increase) decrease in prepaid expenses and other current assets

Increase (decrease) in accounts payable, trade

Decrease in accrued expenses

(Decrease) increase in taxes, including income taxes

Increase (decrease) in taxes, including income taxes

Pension contributions (O)

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Repurchase of common stock (N)

Dividends paid on Alcoa preferred stock (N)

Dividends paid on Alcoa common stock (N)

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Contributions from noncontrolling interest (A)

Distributions to noncontrolling interest

Distributions to noncontrolling interest (A)

Acquisition of noncontrolling interest (C)

Cash provided from (used for) financing activities

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Sale of investments (H)

Cash (used for) provided from investing activities

Cash used for investing activities

Effect of exchange rate changes on cash and cash

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Cash and cash equivalents and restricted cash at beginning of year

Cash and cash equivalents and restricted cash at end of

Cash and cash equivalents and restricted cash at end of year

The accompanying notes are an integral part of the consolidated financial statements.

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Balance at December 31, 2021

Net (loss) income

Other comprehensive income (loss) (G)

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compensation plans and exercise of stock

Repurchase of common

Repurchase of common stock (N)

Dividends paid on Alcoa

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Balance at December 31, 2022

Net (loss) income

Other comprehensive income (loss) (G)

Other comprehensive (loss) income (G)

Stock-based compensation (N)

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compensation plans and exercise of stock

Repurchase of common

Dividends paid on Alcoa

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Balance at December 31, 2023

Other comprehensive (loss) income (G)

Net income (loss)

Other comprehensive loss (G)

Stock-based compensation (N)

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Dividends paid on Alcoa

preferred stock ($ 0.10 per share) (N)

Dividends paid on Alcoa

common stock ($ 0.10 per share) (N)

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Distributions

Acquisition of noncontrolling interest (C)

Balance at December 31, 2024

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Basis of Presentation

Alcoa Corporation (or the Company) is a vertically integrated aluminum company comprised of bauxite mining, alumina refining, aluminum production (smelting and casting), and energy generation.

Alcoa Corporation (Alcoa or the Company) is a vertically integrated aluminum company comprised of bauxite mining, alumina refining, aluminum production (smelting and casting), and energy generation.

Through direct and indirect ownership, the Company has 26 operating locations in nine countries around the world, situated primarily in Australia, Brazil, Canada, Iceland, Norway, Spain, and the United States.

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and its consolidated subsidiaries through October 31, 2016, at which time it was renamed Arconic Inc.

(Arconic) and since has been subsequently renamed Howmet Aerospace Inc.

and since has been subsequently renamed Howmet Aerospace Inc.

Basis of Presentation.

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Principles of Consolidation.

The Consolidated Financial Statements of the Company include the accounts of Alcoa Corporation and companies in which Alcoa Corporation has a controlling interest, including those that comprise the Alcoa World Alumina & Chemicals (AWAC) joint venture (see below).

The Consolidated Financial Statements of the Company include the accounts of Alcoa Corporation and companies in which Alcoa Corporation has a controlling interest.

Intercompany transactions have been eliminated.

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Investments in affiliates in which Alcoa Corporation cannot exercise significant influence are accounted at cost less any impairment, a measurement alternative in accordance with GAAP.

AWAC is an unincorporated global joint venture between Alcoa Corporation and Alumina Limited and consists of several affiliated operating entities, which own, have an interest in, or operate the bauxite mines and alumina refineries within the Company’s Alumina segment (except for the Poços de Caldas mine and refinery, portions of the São Luís refinery, and investment in Mineração Rio do Norte S.A.

(MRN) until its sale in April 2022, all in Brazil) and a portion ( 55 %) of the Portland smelter (Australia) within the Company’s Aluminum segment.

Alcoa Corporation owns 60 % and Alumina Limited owns 40 % of these individual entities, which are consolidated by the Company for financial reporting purposes and include Alcoa of Australia Limited (AofA), Alcoa World Alumina LLC (AWA), Alcoa World Alumina Brasil Ltda.

(AWAB), and Alúmina Española, S.A.

Alumina Limited’s interest in the equity of such entities is reflected as Noncontrolling interest on the accompanying Consolidated Balance Sheet.

Prior to Alcoa’s acquisition of Alumina Limited on August 1, 2024 (see Note C), Alcoa consolidated its 60 % ownership in the entities comprising the Alcoa World Alumina & Chemicals (AWAC) joint venture and Alumina Limited’s interest in the equity of such entities was reflected as Noncontrolling interest on the accompanying Consolidated Balance Sheet.

Management evaluates whether an Alcoa Corporation entity or interest is a variable interest entity and whether the Company is the primary beneficiary.

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Of these three reporting units, only Alumina contains goodwill (see Note L).

Goodwill is tested for impairment by assessing qualitative factors to determine whether it is more likely than not (greater than 50%) that the fair value of the reporting unit is less than its carrying amount or performing a quantitative assessment using a discounted cash flow model.

If the qualitative assessment indicates a possible impairment, then a quantitative impairment test is performed to determine the fair value of the reporting unit using a discounted cash flow method.

If the qualitative assessment indicates a possible impairment, then a quantitative assessment is performed to determine the fair value of the reporting unit using a DCF model.

Otherwise, no further analysis is required.

Under the quantitative assessment, the evaluation of impairment involves comparing the current fair value of each reporting unit to its carrying value, including goodwill.

Under the quantitative assessment, the estimated fair value of the reporting unit is compared to its carrying value, including goodwill.

In the event the estimated fair value of a reporting unit is less than the carrying value, an impairment loss equal to the excess of the reporting unit’s carrying value over its fair value not to exceed the total amount of goodwill applicable to that reporting unit would be recognized.

Alcoa’s policy for its annual review of goodwill is to perform the quantitative impairment test for its reporting unit containing goodwill at least once during every three-year period.

Alcoa’s policy for its annual review of goodwill is to perform the quantitative assessment for its reporting unit containing goodwill at least once during every three-year period.

Intangible assets with finite useful lives are amortized generally on a straight-line basis over the periods benefited.

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The Company includes the following in Cost of goods sold:

operating costs of our two segments, excluding depreciation, depletion, and amortization, but including all production related costs:

operating costs of its two segments, excluding depreciation, depletion, and amortization, but including all production related costs:

raw materials consumed;

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costs related to the Transformation function, which focuses on the management of expenses and obligations of previously closed operations;

pension and other postretirement benefit service cost for employees maintaining closed locations;

purchases of bauxite from offtake or other supply agreements, alumina to satisfy customer commitments, and metal for trade;

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As of January 1, 2021, the Company no longer grants stock options.

Refer to Note N for more information regarding stock-based compensation.

See Note N for more information regarding stock-based compensation.

Pension and Other Postretirement Benefits.

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The yield curve model used to develop the discount rate parallels the plans’ projected cash flows and has a weighted average duration of 10 years.

The underlying cash flows of the high-quality corporate bonds included in the model exceed the cash flows needed to satisfy the Company’s plan obligations multiple times.

The yield curve model used to develop the discount rate is based on high-quality corporate bonds, parallels the plans’ projected cash flows and has a weighted average duration of 10 years.

If a deep market of high-quality corporate bonds does not exist in a country, then the yield on government bonds plus a corporate bond yield spread is used.

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One-time accounting impacts, such as curtailment and settlement losses (gains), are recognized immediately and are reclassified from Accumulated other comprehensive loss to Restructuring and other charges, net on the accompanying Statement of Consolidated Operations.

Refer to Note O for more information regarding pension and other postretirement benefits including accounting impacts of current year actions.

See Note O for more information regarding pension and other postretirement benefits including accounting impacts of current year actions.

Derivatives and Hedging.

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The fair values of the derivatives are recorded as assets and liabilities in the Consolidated Balance Sheet.

The changes in the fair values of these derivatives are recorded in Other comprehensive (loss) income and are reclassified to Sales, Cost of goods sold, or Other expenses (income), net in the period in which earnings are impacted by the hedged items or in the period that the transaction no longer qualifies as a cash flow hedge.

The changes in the fair values of these derivatives are recorded in Accumulated other comprehensive loss and are reclassified to Sales, Cost of goods sold, or Other expenses (income), net in the period in which earnings are impacted by the hedged items or in the period that the transaction no longer qualifies as a cash flow hedge.

These contracts cover the same periods as known or expected exposures, generally not exceeding five years .

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Foreign Currency.

The local currency is the functional currency for Alcoa’s significant operations outside the United States, except for certain operations in Canada and Iceland, and a holding and trading company in the Netherlands, where the U.S.

The local currency is the functional currency for Alcoa’s significant operations outside the United States, except for certain operations in Canada and Iceland, a holding and trading company in the Netherlands, and a holding company in Australia, where the U.S.

dollar is used as the functional currency.

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Recently Adopted Accounting Guidance.

On January 1, 2023, the Company adopted Accounting Standard Update (ASU) No.

2022-04 which requires a buyer in a supplier finance program to disclose qualitative and quantitative information about its supplier finance programs, including the key terms of the program, the amount of obligations outstanding at the end of the reporting period, a description of where those obligations are presented in the balance sheet, and effective January 1, 2024, a roll-forward of such amounts during the annual period.

The adoption of this guidance resulted in enhanced disclosures regarding these programs (see Note V) and did not have a material impact on the Company's Consolidated Financial Statements.

In November 2023, the Financial Accounting Standards Board (FASB) issued Accounting Standard Update (ASU) 2023-07 which requires disclosure of significant segment expenses regularly provided to the chief operating decision maker (CODM), other segment items (not included in significant segment expenses for each reportable segment), the title and position of the CODM, and an explanation of how the CODM uses the reported measure of segment profit or loss to assess segment performance and allocate resources.

The Company adopted this guidance for the year ended December 31, 2024 , which resulted in enhanced disclosures regarding reportable segments (see Note E) and did no t have a material impact on the Company’s financial position or results of operations.

Recently Issued Accounting Guidance.

In December 2023, the Financial Accounting Standards Board (FASB) issued ASU No.

In November 2024, the FASB issued ASU No.

2024-03 which requires detailed disclosures about the types of expenses (including purchases of inventory, employee compensation, depreciation, amortization, and depletion) included within commonly presented expense captions (including cost of goods sold;

selling, general administrative, and other expense;

and research and development expenses).

The guidance is effective for annual periods beginning after December 15, 2026, and interim periods within fiscal years beginning after December 15, 2027.

Early adoption is permitted.

The adoption of this guidance will not have a material impact on the Company’s financial position or results of operations and will provide enhanced disclosures regarding expenses beginning in the Company’s Annual Report on Form 10-K for the year ended December 31, 2027.

In December 2023, the FASB issued ASU No.

2023-09 which includes changes to income tax disclosures, including greater disaggregation of information in the rate reconciliation and disclosure of taxes paid by jurisdiction.

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Early adoption is permitted.

The adoption of this guidance will provide enhanced disclosures regarding income taxes and will not have a material impact on the Company’s financial statements.

In November 2023, the FASB issued ASU No.

2023-07 which requires disclosure of significant segment expenses regularly provided to the chief operating decision maker (CODM), other segment items (not included in significant segment expenses for each reportable segment), the title and position of the CODM, and an explanation of how the CODM uses the reported measure of segment profit or loss to assess segment performance and allocate resources.

The guidance is effective for fiscal years beginning after December 15, 2023 on an annual basis and beginning after December 15, 2024 on an interim basis.

Early adoption is permitted.

The adoption of this guidance will provide enhanced disclosures regarding reportable segments and will not have a material impact on the Company’s financial statements.

Rockdale Site

During the fourth quarter of 2021, the Company completed the sale of land and industrial assets at the previously closed Rockdale smelter site in the state of Texas in a transaction valued at $ 240 .

Upon closing of the transaction, the Company received $ 230 in cash and recorded a net gain of $ 202 in Other expenses (income), net (pre- and after-tax;

see Note U) on the Statement of Consolidated Operations.

Eastalco Site

During the second quarter of 2021, the Company completed the sale of land at the previously closed Eastalco smelter site in the state of Maryland in a transaction valued at $ 100 .

Upon closing of the transaction, the Company received $ 94 in cash and recorded a gain of $ 90 in Other expenses (income), net ($ 90 pre- and $ 89 after-tax;

see Note U) on the Statement of Consolidated Operations.

The adoption of this guidance will not have a material impact on the Company’s financial position or results of operations and will provide enhanced disclosures regarding income taxes beginning in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025.

Acquisitions and Divestitures

Alumina Limited Acquisition

On August 1, 2024, Alcoa completed the acquisition of all of the ordinary shares of Alumina Limited (Alumina Shares) through a wholly-owned subsidiary, AAC Investments Australia 2 Pty Ltd.

At acquisition, Alumina Limited held a 40 % ownership interest in the AWAC joint venture, consisting of several affiliated operating entities, which own, have an interest in, or operate the bauxite mines and alumina refineries within Alcoa Corporation’s Alumina segment (except for the Poços de Caldas mine and refinery and portions of the São Luís refinery, all in Brazil) and a portion ( 55 %) of the Portland smelter (Australia) within Alcoa Corporation’s Aluminum segment.

Upon completion of the Alumina Limited acquisition, Alumina Limited and, as a result, the operations held by the AWAC joint venture, became wholly-owned subsidiaries of Alcoa Corporation.

The Alcoa CDIs are quoted on the Australian Stock Exchange.

At closing, Alumina Shares outstanding of 2,760,056,014 and 141,625,403 were exchanged for 78,772,422 and 4,041,989 shares of Alcoa common stock and Alcoa preferred stock, respectively.

Based on Alcoa’s closing share price as of July 31, 2024, the Agreed Ratio implied a value of A$ 1.45 per Alumina Share and aggregate purchase consideration of approximately $ 2,700 for Alumina Limited.

The transaction consisted in substance of the acquisition of Alumina Limited’s noncontrolling interest in AWAC ($ 1,472 ), the assumption of Alumina Limited’s indebtedness ($ 385 , see Note M), the recognition of deferred tax assets ($ 121 , see Note Q), and the acquisition of cash ($ 9 ) and other current liabilities ($ 1 ).

The transaction was accounted for as an equity transaction where net assets acquired ($ 1,216 ) and transaction costs ($ 32 ) were reflected as an increase to Additional capital.

Amounts related to Accumulated other comprehensive loss previously attributable to and included within Noncontrolling interest ($ 1,099 ) were reclassified to Accumulated other comprehensive loss.

In the fourth quarter of 2024, the Company recognized an additional deferred tax asset (and a corresponding increase to Additional capital) of $ 95 (see Note Q).

Net loss attributable to noncontrolling interest was recognized through July 31, 2024.

Saudi Arabia Joint Venture

On September 15, 2024, Alcoa entered into a share purchase and subscription agreement with Saudi Arabian Mining Company (Ma’aden), pursuant to which Alcoa agreed to sell its full ownership interest of 25.1 % in the Saudi Arabia joint venture, comprised of the Ma’aden Bauxite and Alumina Company and the Ma’aden Aluminium Company, to Ma’aden in exchange for issuance by Ma’aden of 85,977,547 shares and $ 150 in cash.

The implied value of the shares was $ 950 as of September 12, 2024, based on the volume-weighted average share price of Ma’aden for the previous 30 calendar days.

The shares of Ma’aden will be subject to transfer and sale restrictions, including a restriction requiring Alcoa to hold its Ma’aden shares for a minimum of three years , with one-third of the shares becoming transferable after each of the third, fourth, and fifth anniversaries of closing of the transaction (the holding period).

During the holding period, Alcoa would be permitted to hedge and borrow against its Ma’aden shares.

Under certain circumstances, such minimum holding period would be reduced.

The transaction is subject to regulatory approvals, approval by Ma’aden’s shareholders, and other customary closing conditions and is expected to close in the first half of 2025.

The carrying value of Alcoa’s investment was $ 544 as of December 31, 2024.

Warrick Rolling Mill

In March 2021, Alcoa completed the sale of its rolling mill located at Warrick Operations (Warrick Rolling Mill), an integrated aluminum manufacturing site near Evansville, Indiana (Warrick Operations), to Kaiser Aluminum Corporation (Kaiser) for total consideration of approximately $ 670 , which included the assumption of $ 69 in other postretirement benefit liabilities.

The Company recorded a net gain of $ 30 in Other expenses (income), net (pre- and after-tax, see Note U) on the Statement of Consolidated Operations.

Upon the closing of the transaction, the Company recorded estimated liabilities for future site separation commitments and remaining transaction costs associated with the sales agreement.

The Company recorded a charge of $ 17 and $ 8 in 2023 and 2022 in Other expenses (income), net, respectively, related to additional costs of existing site separation commitments.

In 2023 and 2022, the Company spent $ 52 and $ 37 against the reserve, respectively.

The remaining balance of $ 11 at December 31, 2023 is expected to be spent in 2024.

In March 2021, Alcoa completed the sale of its rolling mill located at Warrick Operations (Warrick Rolling Mill), an integrated aluminum manufacturing site near Evansville, Indiana (Warrick Operations), to Kaiser Aluminum Corporation (Kaiser) and recorded estimated liabilities for site separation commitments.

In 2024, 2023, and 2022 the Company recorded charges of $ 32 , $ 17 , and $ 8 , respectively, in Other expenses (income), net on the accompanying Statement of Consolidated Operations related to these commitments.

During 2024, 2023, and 2022, the Company spent $ 35, $ 52 , and $ 37 , respectively, against the reserve.

The remaining balance of $ 8 at December 31, 2024 is expected to be spent in early 2025.

The cash spent against the reserve is included in Cash provided from (used for) financing activities on the Statement of Consolidated Cash Flows.

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Restructuring and other charges, net were comprised of the following:

Settlements and/or curtailments related to retirement benefits (O)

Severance and employee termination costs

Loss on divestitures

Asset impairments

Asset retirement obligations (R)

Environmental remediation (S)

Asset impairments

Settlements and/or curtailments related to retirement benefits (O)

Reversals of previously recorded charges

Loss on divestitures

Restructuring and other charges, net

Severance and employee termination costs were recorded based on approved detailed action plans submitted by the operating locations that specified positions to be eliminated, benefits to be paid under existing severance plans, union contracts or statutory requirements, and the expected timetable for completion of the plans.

Severance and employee termination costs were recorded based on approved detailed action plans submitted by the operating sites that specified positions to be eliminated, benefits to be paid under existing severance plans, union contracts or statutory requirements, and the expected timetable for completion of the plans.

2024 Actions .

In 2024 , Alcoa Corporation recorded Restructuring and other charges, net, of $ 341 which were primarily comprised of the following components:

• Charges related to portfolio actions:

o $ 287 for the curtailment of the Kwinana (Australia) refinery (see below);

• Other charges:

o $ 40 to record additional asset retirement obligations (see Note R) and environmental remediation (see Note S) at previously closed sites;

o $ 22 for take-or-pay contract costs at a previously closed site;

o $ 12 for contract termination costs at the closed Intalco (Washington) smelter;

o $ 20 due to lower costs for environmental remediation (see Note S) and asset retirement obligations (see Note R) at the Intalco smelter and a previously closed site.

In June 2024, Alcoa completed the full curtailment of the Kwinana refinery, as planned, which was announced in January 2024.

At that time, the employee number will be further reduced to approximately 50 .

The Company recorded net charges of $ 287 in Restructuring and other charges, net on the Statement of Consolidated Operations comprised of other costs of $ 232 for water management costs ($ 220 ) and take-or-pay contracts ($ 12 ), severance and employee termination costs of $ 41 , asset retirement obligations of $ 9 (see Note R), and asset impairments of $ 5 .

Payments related to other costs and severance and employee termination costs were $ 136 in 2024 (which included existing employee related liabilities).

Additional cash outlays of approximately $ 140 are expected through 2025.

2023 Actions.

In 2023 , Alcoa Corporation recorded Restructuring and other charges, net, of $ 184 which were primarily comprised of the following components:

• Non-cash settlement charges related to pension benefits (see Note O):

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• Charges related to portfolio actions:

o $ 101 for the permanent closure of the previously curtailed Intalco (Washington) smelter (see below);

o $ 101 for the permanent closure of the previously curtailed Intalco smelter (see below);

o $ 53 for the updated viability agreement for the San Ciprián (Spain) smelter;

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• Other net charges:

o $ 17 to record additional environmental and asset retirement related reserves at previously closed sites (see Note R and Note S);

o $ 17 to record additional environmental remediation and asset retirement obligations at previously closed sites (see Note R and Note S);

o $ 19 benefit for the sale of unused carbon credits at a previously closed site;

o $ 1 to record additional asset retirement related reserves at Warrick Operations (Indiana) (see Note R);

o $ 1 for additional take-or-pay contract costs related to the closed Wenatchee (Washington) and Intalco smelters;

o $ 2 due to lower costs for demolition and remediation at previously closed sites (see Note R).

In December 2023, Alcoa began the closure of a line at its Warrick Operations site in Indiana that had not operated since 2016 to allow for future capital investments to improve casting capabilities.

o $ 1 to record additional asset retirement obligations at Warrick Operations (Indiana) (see Note R);

o $ 1 for additional take-or-pay contract costs at a previously closed site and the Intalco smelter;

o $ 2 due to lower costs for demolition obligations at previously closed sites (see Note R).

In December 2023, Alcoa began the closure of a line at its Warrick Operations site that had not operated since 2016 to allow for future capital investments to improve casting capabilities.

The Company recorded a charge of $ 1 in Restructuring and other charges, net on the Statement of Consolidated Operations to establish reserves related to demolition obligations.

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In connection with this program, the Company recorded Restructuring and other charges, net of $ 6 for employee termination and severance costs for approximately 90 employees at the Kwinana refinery.

The restructuring action and associated cash outlays are anticipated to be complete by the end of the second quarter of 2024.

In 2023, the Company spent $ 1 against the reserve.

This program was completed in September 2024.

In March 2023, Alcoa Corporation announced the closure of the Intalco aluminum smelter, which had been fully curtailed since 2020.

The Company recorded charges of $ 117 related to the closure, including a charge of $ 16 in Cost of goods sold on the Statement of Consolidated Operations to write-down remaining inventories to net realizable value and a charge of $ 101 in Restructuring and other charges, net on the Statement of Consolidated Operations.

The restructuring charges were comprised of asset impairments of $ 50 , environmental and demolition obligation reserves of $ 50 , and severance and employee termination costs of $ 1 for the separation of approximately 12 employees.

Cash outlays related to the permanent closure of the site in 2024 and 2025 are expected to be approximately $ 54 related to environmental and demolition obligation reserves, $ 4 of which was reserved for in prior periods, and $ 31 related to holding costs during the closure.

At December 31, 2023, the separation of employees associated with this program was complete with $ 1 of payments made against the severance and employee termination cost reserve.

The restructuring charges were comprised of asset impairments of $ 50 , environmental remediation and demolition obligations of $ 50 , and severance and employee termination costs of $ 1 for the separation of approximately 12 employees.

In February 2023, the Company reached an updated viability agreement with the workers’ representatives of the San Ciprián smelter to commence the restart process in phases beginning in January 2024.

The smelter was curtailed in January 2022 as a result of an agreement reached with the workers’ representatives in December 2021 (see below).

The smelter was curtailed in January 2022 as a result of an agreement reached with the workers’ representatives in December 2021.

Under the terms of the updated viability agreement, the Company is responsible for certain employee obligations during 2023 through 2025 and made commitments for capital improvements of $ 78 .

The Company recorded charges of $ 53 in Restructuring and other charges, net on the Statement of Consolidated Operations to establish the related reserve for employee obligations in 2023.

Cash outlays related to these obligations were $ 7 in 2023 and the remainder is expected in 2024 and 2025.

At December 31 2023, the Company has restricted cash of $ 91 to be made available for remaining capital improvement commitments at the site of $ 118 and smelter restart costs of $ 35 (see below).

Cash outlays related to these obligations were $ 7 in 2023, $ 34 in 2024 and the remainder is expected in 2025.

At December 31 2024, the Company has restricted cash of $ 86 to be made available for remaining capital improvement commitments and smelter restart costs, under the terms of the December 2021 and February 2023 viability agreements.

Restricted cash is included in Prepaid expenses and other current assets and Other noncurrent assets on the Consolidated Balance Sheet (see Note U).

Cash payments in 2023 also included $ 31 related to certain employee obligations under the December 2021 agreement;

cash payments related to these obligations were complete as of December 31, 2023.

2022 Actions.

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• Other charges and credits:

o $ 26 to record additional environmental and asset retirement related reserves at previously closed sites (see Note R and Note S);

o $ 7 net credit for revaluation of adjustments to take-or-pay contract reserves related to the closed Wenatchee and curtailed Intalco smelters;

o $ 83 for the release of a valuation allowance on Brazil value added taxes (VAT) (see Note Q);

o $ 34 due to lower costs for demolition and remediation at previously closed sites (see Note S).

o $ 26 to record additional environmental remediation and asset retirement obligations at previously closed sites (see Note R and Note S);

o $ 7 net credit for revaluation of adjustments to take-or-pay contract reserves at a previously closed site and the Intalco smelter;

o $ 83 for the release of a valuation allowance on Brazil value added taxes (VAT) (see Note U);

o $ 34 due to lower costs for demolition obligations and environmental remediation at previously closed sites (see Note S).

In July 2022, Alcoa made the decision to permanently close the previously curtailed magnesium smelter in Addy.

The facility has been fully curtailed since 2001.

The Company recorded a charge of $ 29 to establish reserves for environmental and demolition obligations in Restructuring and other charges, net on the Statement of Consolidated Operations in the third quarter of 2022.

2021 Actions.

In 2021 Alcoa Corporation recorded Restructuring and other charges, net, of $ 1,128 which were comprised of the following components :

• Non-cash settlement charges related to pension and certain other postretirement benefits (see Note O):

o $ 858 related to the purchase of group annuity contracts to transfer approximately $ 1,500 of pension obligations and assets associated with defined benefit pension plans for approximately 14,000 United States retirees and beneficiaries, as well as lump sum settlements;

o $ 63 related to the purchase of a group annuity contract to transfer approximately $ 55 of pension obligations and assets associated with a Suriname pension plan for approximately 800 retirees and beneficiaries;

o $ 47 related to lump sum settlements ;

o Net $ 9 related to the settlement and curtailment of certain other postretirement benefits resulting from the sale of the Warrick Rolling Mill;

• Charges related to portfolio actions taken as part of the Company’s ongoing strategic review (see details below):

o $ 80 related to the closure of the previously curtailed aluminum smelter facility in Wenatchee (Washington);

o $ 62 related to the agreement reached with the workers at the San Ciprián aluminum smelter to curtail smelting capacity;

o $ 27 related to the closure of the previously curtailed anode facility in Lake Charles (Louisiana) ;

• Other charges:

o $ 13 for additional take-or-pay contract costs related to the curtailed Wenatchee and Intalco smelters ;

o $ 11 to record additional environmental and asset retirement related reserves (see Note R and Note S);

o $ 3 for several other immaterial items ;

o $ 6 for a take-or-pay energy-related obligation at the Alumar (Brazil) smelter no longer required due to the restart ;

o $ 17 related to the divestiture of the Avilés and La Coruña entities (see below);

o $ 22 due to lower costs for demolition and remediation related to previously established reserves (see Note R and Note S) .

In December 2021, the Company announced the two-year curtailment of 228 kmt of smelting capacity at the San Ciprián smelter.

The temporary curtailment, which began at the end of January 2022, was the result of an agreement reached with the workers' representatives at the site to suspend production due to exorbitant energy prices in Spain.

Under the terms of the agreement, the Company is responsible for certain employee obligations during 2022 and 2023, and committed to restart the smelter beginning in January 2024.

The Company recorded charges of $ 62 in Restructuring and other charges, net on the Statement of Consolidated Operations to establish the related reserve for employee obligations in 2021.

Cash payments were $ 31 and $ 26 in 2023 and 2022, respectively and this program is complete as of December 31, 2023.

Additionally, the Company made restricted cash available for capital improvements at the site of $ 68 and smelter restart costs of $ 35 (see above).

During the fourth quarter of 2021, as part of the Company’s ongoing strategic portfolio review, the Company announced the permanent closure of the Wenatchee aluminum smelter.

The smelter has been fully curtailed since 2015.

Charges related to the closure totaled $ 90 in the fourth quarter of 2021 and included a charge of $ 10 for the write-down of remaining inventories to net realizable value recorded in Cost of goods sold on the Statement of Consolidated Operations and a charge of $ 80 recorded in Restructuring and other charges, net on the Statement of Consolidated Operations.

The restructuring charges were comprised of:

$ 30 to write-off the remaining net book value of various assets;

$ 23 of asset impairments;

$ 21 to establish reserves related to environmental and demolition obligations;

$ 5 related to take-or-pay contractual obligations;

and $ 1 of severance and employee termination costs from the separation of approximately 10 employees.

Cash payments were $ 3 and $ 1 in 2023 and 2022, respectively.

During the third quarter of 2021, as part of the Company’s ongoing strategic portfolio review, the Company announced the decision to permanently close the previously curtailed anode facility in Lake Charles.

The anode facility within the Lake Charles site has been fully curtailed since 2015.

The Company recorded charges of $ 27 in the third quarter of 2021, which were recorded in Restructuring and other charges, net on the Statement of Consolidated Operations, comprised of asset impairments of $ 22 and cash-based charges for closure and asset retirement obligations of $ 5 .

The closure was completed in September 2022.

The decision to permanently close the facility was made as part of the Company’s ongoing portfolio review.

The Company’s petroleum coke calciner located at the same site in Lake Charles remains in operation, unaffected by the closure of the anode facility.

The facility had been fully curtailed since 2001.

The Company recorded a charge of $ 29 to establish reserves for environmental remediation and demolition obligations in Restructuring and other charges, net on the Statement of Consolidated Operations in the third quarter of 2022.

Alcoa Corporation does not include Restructuring and other charges, net in the results of its reportable segments.

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Total Restructuring and other charges, net

(1) Beginning in January 2023, the Company changed its operating segments, by combining the Bauxite and Alumina segments, and reported its financial results in the following two segments:

(i) Alumina and (ii) Aluminum (see Note E ).

Activity and reserve balances for restructuring charges were as follows:

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The activity and reserve balances include only Restructuring and other charges, net that impact the reserves for Severance and employee termination costs and Other costs.

Restructuring and other charges, net that affected other accounts such as Investments (see Note H), Accrued pension benefits and Accrued other postretirement benefits (see Note O), Asset retirement obligations (see Note R), and Environmental remediation (see Note S) are excluded from the above activity and balances.

Restructuring and other charges, net that affected other accounts such as Investments (see Note H), Accrued pension benefits and Accrued other postretirement benefits (see Note O), Asset retirement obligations (see Note R), Environmental remediation (see Note S), and Other noncurrent assets (see Note U) are excluded from the above activity and balances.

Reversals and other include reversals of previously recorded liabilities and foreign currency translation impacts.

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The noncurrent portion of the reserve was $ 8 and $ 15 at December 31, 2024 and 2023 , respectively.

Segment and Related Information

Segmen t and Related Information

Segment Information

Alcoa Corporation is a producer of bauxite, alumina, and aluminum products.

Beginning in January 2023, the financial information provided to the chief operating decision maker (CODM) for the activities of the bauxite mines and the alumina refineries was combined into the Alumina segment, and accordingly the Company changed its operating segments.

Beginning with the first quarter of 2023, the Company reported its financial results in the following two segments:

The Company has two operating and reportable segments:

(i) Alumina and (ii) Aluminum.

Segment information for all prior periods presented has been updated to reflect the new segment structure.

Segment performance under Alcoa Corporation’s management reporting system is evaluated based on a number of factors;

however, the primary measure of performance is the Adjusted EBITDA (Earnings before interest, taxes, depreciation, and amortization) for each segment.

The primary measure of performance reported to Alcoa Corporation's President and Chief Executive Officer (identified as the Company's CODM) is Adjusted EBITDA (Earnings before interest, taxes, depreciation, and amortization) for each segment.

The Company calculates Segment Adjusted EBITDA as Total sales (third-party and intersegment) minus the following items:

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Alcoa Corporation’s Segment Adjusted EBITDA may not be comparable to similarly titled measures of other companies.

The CODM function regularly reviews the financial information, including Adjusted EBITDA, of these two operating segments to assess performance and allocate resources.

The CODM regularly reviews Segment Adjusted EBITDA to assess performance and allocate resources (including employees, property, and financial or capital resources) in the planning and strategic review process.

Segment assets include, among others, customer receivables (third-party and intersegment), inventories, properties, plants, and equipment, and equity investments.

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This segment represents the Company’s worldwide refining system, including the mining of bauxite, which is then refined into alumina.

A portion of this segment’s bauxite production represents the offtake from equity method investments in Brazil (prior to the MRN sale in April 2022) and Guinea, as well as Alcoa's share of bauxite production related to an equity investment in Saudi Arabia.

Bauxite mined is primarily used internally within the Alumina segment;

a portion of the bauxite is sold to external customers.

Bauxite sales to third-parties are conducted on a contract basis.

The alumina produced by this segment is sold primarily to internal and external aluminum smelter customers;

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Alumina produced by this segment and used internally is transferred to the Aluminum segment at prevailing market prices.

A portion of this segment’s third-party sales are completed through the use of alumina traders.

A portion of this segment’s third-party sales are completed through alumina traders.

Generally, this segment’s sales are transacted in U.S.

dollars while costs and expenses are transacted in the local currency of the respective operations, which are the Australian dollar, the Brazilian real, and the euro.

Most of the operations that comprise the Alumina segment are part of AWAC (see Principles of Consolidation in Note A).

Bauxite mined is primarily used internally within the Alumina segment;

a portion of the bauxite is sold to external customers.

Bauxite sales to third-parties are conducted on a contract basis.

This segment also includes AWAC’s 25.1 % ownership interest in a mining and refining joint venture company in Saudi Arabia (see Note H).

Most of the operations that comprise the Alumina segment are part of AWAC, which is now wholly-owned by Alcoa (see Principles of Consolidation in Note A).

This segment also includes Alcoa's 25.1 % ownership interest in a mining and refining joint venture company in Saudi Arabia (see Note H).

This segment consists of the Company’s (i) worldwide smelting and casthouse system, which processes alumina into primary aluminum, and (ii) portfolio of energy assets in Brazil, Canada, and the United States.

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The energy assets supply power to external customers in Brazil and the United States, as well as internal customers in the Aluminum segment (Canadian smelters and Warrick (Indiana) smelter) and, to a lesser extent, the Alumina segment (Brazilian refineries).

Results from the Warrick Rolling Mill are included in this segment through the first quarter of 2021 (see Note C).

Alcoa continues to own and operate the Warrick Operations aluminum smelter and the power plant.

Generally, this segment’s aluminum sales are transacted in U.S.

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Intersegment sales

Adjusted operating costs (1)

Other segment items (2)

Segment Adjusted EBITDA

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Depreciation, depletion, and amortization

Equity income (loss)

Capital expenditures

Third-party sales

Intersegment sales

Adjusted operating costs (1)

Other segment items (2)

Segment Adjusted EBITDA

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Depreciation, depletion, and amortization

Equity (loss) income

Capital expenditures

Third-party sales

Intersegment sales

Adjusted operating costs (1)

Other segment items (2)

Segment Adjusted EBITDA

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Depreciation, depletion, and amortization

Equity income

Equity (loss) income

Capital expenditures

Equity investments

Capital expenditures

Equity investments

(1) Adjusted operating costs include all production related costs for alumina or aluminum produced and shipped:

raw materials consumed;

conversion costs, such as labor, materials, and utilities;

and plant administrative expenses.

(2) Other segment items include costs associated with trading activity, the Alumina segment’s purchase of bauxite from offtake or other supply agreements, the Alumina segment’s commercial shipping services, and the Aluminum segment’s energy assets;

other direct and non-production related charges;

Selling, general administrative, and other expenses;

and Research and development expenses.

The following tables reconcile certain segment information to consolidated totals:

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Consolidated sales

Net (loss) income attributable to Alcoa Corporation:

Net income (loss) attributable to Alcoa Corporation:

Total Segment Adjusted EBITDA

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Other (expenses) income, net (U)

Consolidated (loss) income before income taxes

Consolidated income (loss) before income taxes

Provision for income taxes (Q)

Net loss (income) attributable to noncontrolling interest

Consolidated net (loss) income attributable to

Consolidated net income (loss) attributable to

Alcoa Corporation

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Product Information

Alcoa Corporation has four product divisions and one divested product division as follows:

Alcoa Corporation has four product divisions as follows:

Bauxite— Bauxite is a reddish clay rock that is mined from the surface of the earth’s terrain.

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Energy— Energy is the generation of electricity, which is sold in the wholesale market to traders, large industrial consumers, distribution companies, and other generation companies.

Flat-rolled aluminum— Flat-rolled aluminum is metal in the form of sheet, which is sold primarily to customers that produce beverage and food cans, including body, tab, and end stock.

As noted above, the Company sold the Warrick Rolling Mill in March 2021 which represented the Company’s only Flat-rolled aluminum asset.

The results of the Warrick Rolling Mill are included in this product division through the first quarter of 2021.

The following table represents the general commercial profile of the Company’s Bauxite, Alumina, and Primary aluminum product divisions (see text below table for Energy):

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FOB (free on board) means that the Company pays for costs, insurance, and freight until the product reaches the seller’s designated shipping point.

DDP (delivered duty paid) means that the Company pays for all costs and risks, including export and import clearance, transport costs, and customs formalities, until the product reaches the buyer’s designated destination point.

(4) The net number of days means that the customer is required to remit payment to the Company for the invoice amount within the designated number of days.

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The following table details Alcoa Corporation’s Sales by product division:

Primary aluminum

Flat-rolled aluminum (1)

(1) Flat-rolled aluminum represented sales of the Warrick Rolling Mill through the sale of the facility in March 2021 (see Note C).

(1) Other includes realized gains and losses related to embedded derivative instruments designated as cash flow hedges of forward sales of aluminum (see Note P ).

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Netherlands (2)

(1) Sales of a portion of the alumina from refineries in Australia and Brazil and most of the aluminum from smelters in Canada occurred in the United States.

(2) Sales of aluminum off-take related to an interest in the Saudi Arabia joint venture (see Note H), occurred in Spain through most of the third quarter of 2021, and in the United States thereafter.

(3) Sales of aluminum from smelters in Iceland and Norway occurred in Spain through most of the first quarter of 2021, and in the Netherlands thereafter.

(1) Sales of a portion of the alumina from refineries in Australia and Brazil, most of the aluminum from smelters in Canada, and aluminum off-take related to an interest in the Saudi Arabia joint venture (see Note H), occurred in the United States.

(2) Sales of aluminum from smelters in Iceland and Norway occurred in the Netherlands.

Geographic information for long-lived assets was as follows (based upon the physical location of the assets):

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Earnings Per Share

Basic earnings per share (EPS) amounts are computed by dividing Net (loss) income attributable to Alcoa Corporation by the average number of common shares outstanding.

Diluted EPS amounts assume the issuance of common stock for all potentially dilutive share equivalents outstanding.

Following the issuance of preferred stock on August 1, 2024 (see Note N), basic earnings per share (EPS) is calculated using the two-class method.

Under the two-class method, earnings are allocated to Alcoa common stock and preferred stock based on the pro-rata share of each class outstanding.

Diluted EPS assumes the issuance of common stock for all potentially dilutive share equivalents outstanding.

Diluted EPS is calculated under both the two-class and if-converted methods, and the more dilutive amount is reported.

In 2024, dividends paid on preferred stock were $ 1 and undistributed earnings of $ 3 were allocated to preferred stock under the two-class method.

The share information used to compute basic and diluted EPS attributable to Alcoa Corporation common shareholders was as follows (shares in millions):

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Had Alcoa generated net income in 2022, three million common share equivalents related to five million outstanding stock units and stock options combined would have been included in diluted average shares outstanding for the period.

In 2021 , options to purchase less than two hundred thousand shares of common stock outstanding as of December 31, 2021 at a weighted average exercise price of $ 38.67 per share were not included in the computation of diluted EPS because the exercise prices of these options were greater than the annual average market price of Alcoa Corporation’s common stock.

Accumulated Other Comprehensive Loss

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Balance at beginning of period

Other comprehensive income (loss):

Other comprehensive (loss) income:

Unrecognized net actuarial gain/loss and prior

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Tax (expense) benefit (2)

Total Other comprehensive income

(loss) before reclassifications,

Amortization of net actuarial loss and prior

Total Other comprehensive (loss) income

before reclassifications, net of tax

Amortization of net actuarial gain/loss and prior

service cost/benefit (1)

Tax expense (2)

Total amount reclassified from

Accumulated other comprehensive

loss, net of tax (7)

Total Other comprehensive income (loss)

Total amount reclassified from Accumulated

other comprehensive loss, net of tax (7)

Total Other comprehensive (loss) income

Acquisition of noncontrolling interest (C)

Balance at end of period

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Balance at beginning of period

Other comprehensive income (loss)

Other comprehensive (loss) income

Acquisition of noncontrolling interest (C)

Balance at end of period

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Tax benefit (2)

Total Other comprehensive (loss)

income before reclassifications, net

Total Other comprehensive (loss) income

before reclassifications, net of tax

Net amount reclassified to earnings:

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from Accumulated other

comprehensive loss, net of

Total Other comprehensive (loss) income

comprehensive loss, net of tax (7)

Total Other comprehensive income (loss)

Balance at end of period

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(1) These amounts were included in the computation of net periodic benefit cost for pension and other postretirement benefits.

The amounts related to settlements and/or curtailments of certain pension and other postretirement benefits for Alcoa Corporation include $ 21 , $ 633 , and $ 952 for the years ended December 31, 2023, 2022, and 2021 , respectively.

The amounts related to settlements and/or curtailments of certain pension and other postretirement benefits for Noncontrolling interest include $ 0 , ($ 1 ), and $ 25 for the years ended December 31, 2023, 2022, and 2021, respectively (see Note O).

The amounts related to settlements and/or curtailments of certain pension and other postretirement benefits for Alcoa Corporation include ($ 1 ), $ 21 , and $ 633 for the years ended December 31, 2024, 2023, and 2022, respectively (see Note O).

The amounts related to settlements and/or curtailments of certain pension and other postretirement benefits for Noncontrolling interest were immaterial for the years ended December 31, 2024, 2023, and 2022.

(2) These amounts were reported in Provision for income taxes on the accompanying Statement of Consolidated Operations.

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(4) These amounts were reported in Cost of goods sold on the accompanying Statement of Consolidated Operations.

(5) These amounts were included in Other (income) expenses, net on the accompanying Statement of Consolidated Operations.

(5) These amounts were included in Other expenses (income), net on the accompanying Statement of Consolidated Operations.

(6) In 2024, $ 1 was reported in Cost of goods sold and ($ 2 ) was reported in Sales on the accompanying Statement of Consolidated Operations.

In 2023, $ 5 was reported in Cost of goods sold and ($ 31 ) was reported in Sales on the accompanying Statement of Consolidated Operations.

In 2022, $ 5 was reported in Cost of goods sold and ($ 10 ) was reported in Sales on the accompanying Statement of Consolidated Operations.

(7) A positive amount indicates a corresponding charge to earnings and a negative amount indicates a corresponding benefit to earnings.

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of Equity Earnings

Ma’aden Aluminum Company

Ma’aden Aluminium Company

Aluminum smelter and casthouse

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Saudi Arabia Joint Venture— Alcoa Corporation and Ma’aden have a 30 -year (from December 2009) joint venture shareholders agreement (automatic extension for an additional 20 years, unless the parties agree otherwise or unless earlier terminated) setting forth the terms for the development, construction, ownership, and operation of an integrated aluminum complex in Saudi Arabia.

The project developed by the joint venture consists of a bauxite mine from the Al Ba’itha bauxite deposit in the northern part of Saudi Arabia, an alumina refinery, a primary aluminum smelter, and an aluminum rolling mill.

The joint venture is owned 74.9 % by Ma’aden and 25.1 % by Alcoa Corporation and originally consisted of three separate companies as follows:

The joint venture complex includes a bauxite mine from the Al Ba’itha bauxite deposit in the northern part of Saudi Arabia, an alumina refinery, and a primary aluminum smelter.

The joint venture is owned 74.9 % by Ma’aden and 25.1 % by Alcoa Corporation and is currently comprised of two entities:

the bauxite mine and alumina refinery (Ma’aden Bauxite and Alumina Company;

MBAC), the smelter (Ma’aden Aluminum Company;

MAC), and the rolling mill (Ma’aden Rolling Company;

In June 2019, Alcoa Corporation and Ma’aden amended the joint venture agreement that governs the operations of each of the three companies that comprise the joint venture.

Under the terms of the agreement, Alcoa Corporation transferred its 25.1 % interest in MRC to Ma’aden and, as a result, has no further direct or indirect equity interest in MRC.

In accordance with the June 2019 amended joint venture agreement, Ma’aden’s put option and Alcoa Corporation’s call option, relating to additional interests in the joint venture, were exercisable for a period of six months after October 1, 2021.

On March 31, 2022, Ma’aden’s and Alcoa’s put and call options, respectively, expired with neither party exercising their options.

MBAC) and the smelter (Ma’aden Aluminium Company;

On September 15, 2024, Alcoa entered into a share purchase and subscription agreement with Ma’aden, pursuant to which Alcoa agreed to sell its full ownership interest of 25.1 % in MBAC and MAC to Ma’aden in exchange for issuance by Ma’aden of 85,977,547 shares and $ 150 in cash (see Note C).

The results for the Saudi Arabia joint venture for the year ended December 31, 2022 include a charge related to a dispute with an industrial utility for periods in 2021 and 2022.

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The results for the Saudi Arabia joint venture for the year ended December 31, 2023 include an adjustment to the estimate for the settlement of this dispute.

Alcoa’s share of this adjustment is $ 41 which is included in Other expenses (income), net on the Statement of Consolidated Operations for 2023.

Alcoa’s share of this adjustment is $ 41 which is included in Other expenses (income), net on the Statement of Consolidated Operations for the year ended December 31, 2023.

As of December 31, 2024 and 2023 , the carrying value of Alcoa’s investment in this joint venture was $ 544 and $ 533 , respectively.

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(Rio Tinto), and Investissement Québec, a company wholly-owned by the Government of Québec, Canada, launched the ELYSIS Limited Partnership (ELYSIS).

The purpose of this partnership is to advance larger scale development and commercialization of its patent-protected technology that produces oxygen and eliminates direct greenhouse gas emissions from the traditional aluminum smelting process.

Alcoa and Rio Tinto plc, as general partners, each own a 48.235 % stake in ELYSIS, and the Québec provincial government, as a limited partner, owns a 3.53 % stake.

The federal government of Canada and Apple Inc., as well as the Québec provincial government, are providing initial financing to the partnership.

The purpose of ELYSIS is to advance larger scale development and commercialization of its patent-protected technology that eliminates direct greenhouse gas emissions from the traditional aluminum smelting process and, instead, emits oxygen.

Alcoa and Rio Tinto, as general partners, each own a 48.235 % stake in ELYSIS, and Investissement Québec, as a limited partner, owns a 3.53 % stake.

Through December 31, 2024 , the Company has contributed $ 152 (C$ 202 ) toward its investment commitment in ELYSIS.

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Cost of goods sold

Net income (loss)

Equity in net income (loss) of affiliated companies, before

reconciling adjustments

Alcoa Corporation’s equity in net income (loss) of

affiliated companies

Cost of goods sold

Net (loss) income

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affiliated companies

Cost of goods sold

Net income (loss)

Equity in net income (loss) of affiliated companies, before

reconciling adjustments

Alcoa Corporation’s equity in net income of

affiliated companies

The following table summarizes the balance sheet data for the respective periods ended December 31, as it relates to Alcoa Corporation’s equity investments.

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An additional $ 30 in cash could be paid to the Company in the future if certain post-closing conditions related to future MRN mine development are satisfied.

On January 31, 2023, a wholly-owned special purpose entity (SPE) of the Company entered into a one-year agreement with a financial institution to sell up to $ 150 of certain customer receivables without recourse on a revolving basis.

On August 27, 2023, the Company amended the agreement to decrease the amount of certain receivables that can be transferred from $ 150 to $ 130 .

On November 15, 2023, the Company amended the agreement to extend the termination date from January 30, 2024 to November 14, 2024.

Company subsidiaries sell customer receivables to the SPE, which th en transfers the receivables to the financial institution.

In November 2024, a wholly-owned special purpose entity (SPE) of the Company amended an agreement with a financial institution to increase the amount of certain customer receivables that can be transferred without recourse on a revolving basis from $ 130 to $ 150 and to extend the maturity to November 14, 2025.

The agreement was initially entered into in 2023.

Company subsidiaries sell customer receivables to the SPE, which then transfers the receivables to the financial institution.

The Company does not maintain effective control over the transferred receivables, and therefore accounts for the transfers as sales of receivables.

At December 31, 2023, the SPE held unsold customer receivables of $ 104 pledged as collateral against the sold receivables.

The SPE held unsold customer receivables of $ 247 and $ 104 pledged as collateral against the sold receivables as of December 31, 2024 and 2023, respectively.

The Company continues to service the customer receivables that were transferred to the financial institution.

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In 2024, the Company sold gross customer receivables of $ 1,186 , and reinvested collections of $ 1,170 from previously sold receivables, resulting in net cash proceeds from the financial institution of $ 16 .

Cash collections from previously sold receivables yet to be reinvested of $ 99 were included in Accounts payable, trade on the accompanying Consolidated Balance Sheet as of December 31, 2023.

In 2023, the Company sold gross customer receivables of $ 591 , and reinvested collections of $ 477 from previously sold receivables, resulting in net cash proceeds from the financial institution of $ 114 .

Cash collections from previously sold receivables yet to be reinvested of $ 50 and $ 99 were included in Accounts payable, trade on the accompanying Consolidated Balance Sheet as of December 31, 2024 and 2023, respectively.

Cash received from sold receivables under the agreement are presented within operating activities in the Statement of Consolidated Cash Flows.

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The estimated fair value of the Alumina reporting unit was substantially in excess of its carrying value, resulting in no impairment.

As a result of the January 2023 segment change, the Company reviewed the recoverability of the carrying value of goodwill of its Alumina reporting unit in the first quarter of 2023.

The estimated fair value of the Alumina reporting unit substantially exceeded the reporting unit’s carrying value, resulting in no impairment.

Other intangible assets, which are included in Other noncurrent assets on the accompanying Consolidated Balance Sheet, were as follows:

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Inventory Repurchase Agreements

During 2023, the Company entered into inventory repurchase agreements whereby the Company sold aluminum to a third party and agreed to subsequently repurchase substantially similar inventory.

The Company did not record sales upon each shipment of inventory and the net cash received of $ 56 related to these agreements was recorded in Short-term borrowings as of December 31, 2023.

The Company entered into inventory repurchase agreements whereby the Company sold aluminum to a third party and agreed to subsequently repurchase substantially similar inventory.

The Company did not record sales upon each shipment of inventory and the net cash received of $ 50 and $ 56 related to these agreements was recorded in Short-term borrowings within Other current liabilities on the Consolidated Balance Sheet as of December 31, 2024 and December 31, 2023, respectively.

The associated inventory sold was reflected in Prepaid expenses and other current assets on the Consolidated Balance Sheet as of December 31, 2024 and December 31, 2023, respectively.

For the year ended December 31, 2024, the Company recorded borrowings of $ 88 and repurchased $ 94 of inventory related to these agreements.

As of December 31, 2023, inventory sold of $ 56 was reflected in Prepaid expenses and other current assets on the Consolidated Balance Sheet.

For the year ended December 31, 2023, the Company recorded borrowings of $ 117 and repurchased $ 61 of inventory related to these agreements.

The cash received and subsequently paid under the inventory repurchase agreements is included in Cash provided from financing activities on the Statement of Consolidated Cash Flows for the year-ended December 31, 2024.

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4.125% Notes, due 2029

7.125% Notes, due 2031

Unamortized discounts and deferred financing costs

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The principal amount of long-term debt maturing in each of the next five years is:

$ 79 in 2024, $ 1 in each of 2025 and 2026, $ 750 in 2027, and $ 500 in 2028.

At December 31, 2023, Other includes $ 78 related to a term loan that matures in November 2024 .

$ 75 in 2025, $ 1 in 2026, $ 750 in 2027, $ 500 in 2028, and $ 500 in 2029.

At December 31, 2024 , Other includes $ 74 related to a term loan that matures in May 2025 .

In March 2024, Alcoa Nederland Holding B.V.

(ANHBV), a wholly-owned subsidiary of Alcoa Corporation, completed a Rule 144A (U.S.

Securities Act of 1933, as amended) debt issuance for $ 500 aggregate principal amount of 4.125 % Senior Notes due 2029 (the 2029 Notes) with the following terms:

Securities Act of 1933, as amended) debt issuance for $ 750 aggregate principal amount of 7.125 % Senior Notes due 2031 (the 2031 Notes), which carry a green bond designation, with the following terms:

• Net proceeds were approximately $ 737 , reflecting a discount to the initial purchasers as well as issuance costs.

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• Indenture contains customary affirmative and negative covenants, see below;

• Option to redeem on at least 10 days, but not more than 60 days, prior notice to the holders under multiple scenarios, including, in whole or in part, at any time, or from time to time on and after March 15, 2027, at the redemption price up to 103.563 % of the principal amount, plus any accrued and unpaid interest;

• Subject to repurchase upon the occurrence of a change in control repurchase event (as defined in the indenture) at a repurchase price in cash equal to 101 % of the aggregate principal amount of the notes repurchased, plus any accrued and unpaid interest.

The Company is utilizing the net proceeds to finance and/or refinance, in whole or in part, new and/or existing qualifying projects on a two-year look back and three-year look forward that meet certain eligibility criteria within its Green Finance Framework.

The net proceeds also support the Company's cash position and ongoing cash needs, including with respect to its previously announced portfolio actions.

In March 2021, ANHBV, a wholly-owned subsidiary of Alcoa Corporation, completed a Rule 144A debt issuance for $ 500 aggregate principal amount of 4.125 % Senior Notes due 2029 (the 2029 Notes) with the following terms:

• Net proceeds were approximately $ 493 , reflecting a discount to the initial purchasers as well as issuance costs.

The discount, as well as costs to complete the financing, were deferred and are being amortized to interest expense over the term;

• Interest is paid semi-annually in March and September, which commenced September 30, 2021 ;

• Indenture contains customary affirmative and negative covenants, see below;

• Option to redeem on at least 10 days, but not more than 60 days, prior notice to the holders under multiple scenarios, including, in whole or in part, at any time, or from time to time after March 31, 2024, at a redemption price up to 102.063 % of the principal amount, plus any accrued and unpaid interest;

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defined benefit pension plans.

The indentures governing the 2027 Notes, 2028 Notes, and 2029 Notes contain customary affirmative and negative covenants, such as limitations on liens, limitations on sale and leaseback transactions, and a prohibition on a reduction in the ownership of AWAC entities below an agreed level.

The indentures governing the 2027 Notes, the 2028 Notes, the 2029 Notes, and the 2031 Notes contain customary affirmative and negative covenants, such as limitations on liens, limitations on sale and leaseback transactions, and a prohibition on a reduction in the ownership of AWAC entities below an agreed level.

The negative covenants in the indentures are less extensive than those in the Revolving Credit Facility (see below).

For example, the indentures do not include a limitation on restricted payments, such as repurchases of common stock and dividends to stockholders.

The 2027 Notes, the 2028 Notes, and the 2029 Notes are senior unsecured obligations of ANHBV and do not entitle the holders to any registration rights pursuant to a registration rights agreement.

The 2027 Notes, the 2028 Notes, the 2029 Notes, and the 2031 Notes are senior unsecured obligations of ANHBV and do not entitle the holders to any registration rights pursuant to a registration rights agreement.

ANHBV does not intend to file a registration statement with respect to resales of or an exchange offer for the notes.

The notes are guaranteed on a senior unsecured basis by Alcoa Corporation and its subsidiaries that are guarantors under the Facility (the “subsidiary guarantors” and, together with Alcoa Corporation, the “guarantors”).

Each of the subsidiary guarantors will be released from their guarantees upon the occurrence of certain events, including the release of such guarantor from its obligations as a guarantor under the Facility.

The 2027 Notes, the 2028 Notes, and the 2029 Notes rank equally in right of payment with each other and with all of ANHBV’S existing and future senior unsecured indebtedness;

The notes are guaranteed on a senior unsecured basis by Alcoa Corporation and its subsidiaries that are guarantors under the Revolving Credit Facility (the “subsidiary guarantors” and, together with Alcoa Corporation, the “guarantors”).

The 2027 Notes, the 2028 Notes, the 2029 Notes, and the 2031 Notes rank equally in right of payment with each other and with all of ANHBV’S existing and future senior unsecured indebtedness;

rank senior in right of payment to any future subordinated obligations of ANHBV;

and are effectively subordinated to ANHBV’s existing and future secured indebtedness, including under the Facility, to the extent of the value of property and assets securing such indebtedness.

and are effectively subordinated to ANHBV’s existing and future secured indebtedness, including under the Revolving Credit Facility, to the extent of the value of property and assets securing such indebtedness.

The guarantees of the notes rank equally in right of payment with each other and with all the guarantors’ existing and future senior unsecured indebtedness;

rank senior in right of payment to any future subordinated obligations of the guarantors;

and are effectively subordinated to the guarantors’ existing and future secured indebtedness, including under the Facility, to the extent of the value of property and assets securing such indebtedness.

Redemption events.

On April 7, 2021, the Company redeemed in full $ 750 aggregate principal amount notes due in 2024 at a redemption price equal to 103.375 % of the principal amount, plus accrued and unpaid interest.

The issuance of the 2029 Notes and this redemption were determined to be an issuance of new debt and an extinguishment of existing debt.

As a result, the Company recorded a loss of $ 32 on the extinguishment of debt in the second quarter of 2021 in Interest expense, which was comprised of the redemption premium and the write-off of deferred financing fees and unamortized debt issuance costs.

The cash flows related to the transaction were classified as financing cash flows.

On September 30, 2021, the Company redeemed in full $ 500 aggregate principal amount notes due in 2026 at a redemption price equal to 103.5 % of the principal amount, plus accrued and unpaid interest.

As a result, the Company recorded a loss of $ 22 on the extinguishment of debt in the third quarter of 2021 in Interest expense, which was comprised of the redemption premium and the write-off of deferred financing fees and unamortized debt issuance costs.

The cash flows related to the transaction were classified as financing cash flows.

and are effectively subordinated to the guarantors’ existing and future secured indebtedness, including under the Revolving Credit Facility, to the extent of the value of property and assets securing such indebtedness.

Credit Facilities.

Revolving Credit Facility

On June 27, 2022, Alcoa Corporation and Alcoa Nederland Holding B.V.

(ANHBV), a wholly owned subsidiary of Alcoa Corporation and the borrower, entered into an amendment and restatement agreement (the Third Amendment and Restatement) (as amended and restated, the Revolving Credit Facility) that provided additional flexibility to the Company and ANHBV by (i) extending the maturity date of the Revolving Credit Facility from November 2023 to June 2027 , (ii) reducing the aggregate commitments under the facility from $ 1,500 to $ 1,250 , (iii) releasing the collateral package that had previously secured the Revolving Credit Facility, which would have continued so long as certain credit ratings were maintained, (iv) increasing the maximum leverage ratio from 2.75 to 1.00 to 3.25 to 1.00, which increased following material acquisitions for four consecutive fiscal quarters following an acquisition, (v) providing a debt to capitalization ratio not to exceed .60 to 1.00 to replace the maximum leverage ratio upon a ratings upgrade to investment grade by Moody’s Investor Service (Moody’s) or Standard and Poor’s Global Ratings (S&P), and (vi) providing flexibility for dividends and other restricted payments, to make investments, and to incur additional indebtedness.

On July 26, 2022, Moody’s upgraded the rating of ANHBV’s senior unsecured notes to Baa3 (investment grade).

The Company and ANHBV, a wholly-owned subsidiary of Alcoa Corporation and the borrower, have a $ 1,250 revolving credit and letter of credit facility in place for working capital and/or other general corporate purposes (the Revolving Credit Facility).

The Revolving Credit Facility, established in September 2016, most recently amended and restated in June 2022 and amended in January 2024, is scheduled to mature in June 2027.

Subject to the terms and conditions under the Revolving Credit Facility, the Company or ANHBV may borrow funds or issue letters of credit.

As of December 31, 2023, the Company was in compliance with all financial covenants.

The Company may access the entire amount of commitments under the Revolving Credit Facility.

There were no borrowings outstanding at December 31, 2023 and 2022, and no amounts wer e borrowed during 2023 and 2022 under the Revolving Credit Facility.

On January 17, 2024, Alcoa Corporation, ANHBV, and certain subsidiaries of the Company entered into Amendment No.

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The requirement that the Company maintain a debt to capitalization ratio not to exceed .60 to 1.00 was not changed by Amendment No.

In connection with Amendment No.

The collateral would be released if, on or after January 1, 2025, the Company or the Borrower (as applicable) (i) has at least two of the following three designated ratings:

(x) Baa3 from Moody’s, (y) BBB- from S&P and (z) BBB- from Fitch Ratings and (ii) does not have any designated rating lower than:

(x) Ba1 from Moody’s, (y) BB+ from S&P and (z) BB+ from Fitch Ratings.

After January 1, 2025, the Company may obtain a release of the collateral if the Company or the Borrower (as applicable) (i) has at least two of the following three designated ratings:

(x) Baa3 from Moody’s Investor Service (Moody’s), (y) BBB- from Standard and Poor’s (S&P) Global Ratings and (z) BBB- from Fitch Ratings and (ii) does not have any designated rating lower than:

(x) Ba1 from Moody’s, (y) BB+ from S&P Global Ratings and (z) BB+ from Fitch Ratings.

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1 and as of specific dates and were solely for the benefit of the parties to the Amended Revolving Credit Facility.

As of December 31, 2024 , the Company was in compliance with all financial covenants.

The Company may access the entire amount of commitments under the Revolving Credit Facility.

There were no borrowings outstanding at December 31, 2024 and 2023 , and no amounts were borrowed during 2024 and 2023 under the Revolving Credit Facility.

Japanese Yen Revolving Credit Facility

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The facility included covenants that are substantially the same as those included in the Revolving Credit Facility.

As of December 31, 2023, the Company was in compliance with all financial covenants.

The Company may access the entire amount of commitments under the facility.

There were no borrowings outstanding at December 31, 2023 and $ 10 was borrowed and subsequently repaid in 2023.

On January 17, 2024, Alcoa Corporation and ANHBV, entered into Amendment No.

1 unchanged sentence

Also in connection with this amendment, the Company agreed to provide collateral for its obligations with the same conditions as the Amended Revolving Credit Facility.

On January 24, 2024, ANHBV drew $ 201 against this facility.

On April 26, 2024, the Company entered into an amendment extending the maturity of the Japanese Revolving Credit Facility to April 2025.

As of December 31, 2024, the Company was in compliance with all financial covenants.

The Company may access the entire amount of commitments under the facility.

There were no borrowings outstanding at December 31, 2024 and 2023.

During 2024, $ 201 ( 29,686 JPY) was borrowed and $ 196 ( 29,686 JPY) was repaid.

During 2023, $ 10 ( 1,495 JPY) was borrowed and repaid.

Alumina Limited Revolving Credit Facility

In connection with the acquisition of Alumina Limited (see Note C), the Company assumed $ 385 of indebtedness as of August 1, 2024, representing the amount drawn on Alumina Limited's revolving credit facility.

At acquisition, the Alumina Limited revolving credit facility had tranches maturing in October 2025 ($ 100 ), January 2026 ($ 150 ), July 2026 ($ 150 ), and June 2027 ($ 100 ).

In August 2024, Alcoa cancelled the undrawn portions of the revolving credit facility maturing in July 2026 ($ 15 ) and June 2027 ($ 100 ).

In November 2024, pursuant to the terms of the Alumina Limited revolving credit facility, Alcoa voluntarily repaid all accrued and unpaid amounts outstanding under the revolving credit facility, totaling $ 385 and, as of the same date, cancelled the outstanding lender tranche commitments ($ 385 ).

As a result of the repayment and cancellation of undrawn amounts, the Alumina Limited revolving credit facility agreement was effectively terminated.

No early termination penalties or prepayment premiums were incurred by Alcoa in connection with the termination of the Alumina Limited revolving credit facility.

Preferred and Common Stock

1 unchanged sentence

Alcoa Corporation is authorized to issue 100,000,000 shares of preferred stock at a par value of $ 0.01 per share.

At December 31, 2023 and 2022 , the Company had no issued preferred stock.

In connection with the acquisition of Alumina Limited (see Note C), on July 31, 2024, the Company’s Board of Directors created and authorized 10,000,000 shares of non-voting preferred stock designated as “Series A convertible preferred stock” with a par value of $ 0.01 per share.

At the transaction closing, Alumina Shares outstanding were exchanged for 4,041,989 shares of Alcoa Series A convertible preferred stock.

As of December 31, 2024 , the Company had 4,041,989 issued and outstanding shares of Series A convertible preferred stock .

At December 31, 2023, the Company had no issued preferred stock.

Common Stock.

Alcoa Corporation is authorized to issue 750,000,000 shares of common stock at a par value of $ 0.01 per share.

In connection with the acquisition of Alumina Limited (see Note C), Alumina Shares outstanding were exchanged for 78,772,422 shares of Alcoa common stock.

As of December 31, 2024 and 2023 , Alcoa Corporation had 258,360,908 and 178,472,464 , respectively, issued and outstanding shares of common stock.

2 unchanged sentences

As of December 31, 2024 , 19,409,409 shares of common stock were available for issuance.

Common Stock Repurchase

In October 2021, Alcoa Corporation’s Board of Directors approved a common stock repurchase program under which the Company may purchase shares of its outstanding common stock up to an aggregate transactional value of $ 500 , depending on cash availability, market conditions, and other factors.

In July 2022, Alcoa Corporation announced that its Board of Directors approved an additional common stock repurchase program under which the Company may purchase shares of its outstanding common stock up to an aggregate transactional value of $ 500 , depending on the Company’s continuing analysis of market, financial, and other factors (the New Repurchase Program).

No shares were repurchased in 2023.

As of the date of this report, the Company is currently authorized to repurchase up to a total of $ 500 , in the aggregate, of its outstanding shares of common stock under the New Repurchase Program.

Common Stock Repurchase Program

In October 2021, Alcoa Corporation’s Board of Directors approved a common stock repurchase program for the Company to purchase shares of its outstanding common stock up to an aggregate transactional value of $ 500 , depending on cash availability, market conditions, and other factors.

In July 2022, Alcoa Corporation's Board of Directors approved an additional common stock repurchase program under which the Company may purchase shares of its outstanding common stock up to an aggregate transactional value of $ 500 , depending on the Company’s continuing analysis of market, financial, and other factors (the July 2022 authorization).

Prior to this authorization, $ 150 remained available for common stock repurchases at the end of the second quarter of 2022 from the prior authorization in October 2021 of $ 500 which was fully exhausted in 2022 with the Company’s repurchase activity (see below).

No shares were repurchased in 2024 or 2023.

In 2022, the Company repurchased 8,565,200 shares of its common stock for $ 500 ;

the shares were immediately retired.

As of the date of this report, the Company is currently authorized to repurchase up to a total of $ 500 , in the aggregate, of its outstanding shares of common stock under the July 2022 authorization.

Repurchases under this program may be made using a variety of methods, which may include open market purchases, privately negotiated transactions, or pursuant to a Rule 10b5-1 plan.

1 unchanged sentence

Alcoa Corporation intends to retire repurchased shares of common stock.

In 2022, the Company repurchased 8,565,200 shares of its common stock for $ 500 , which fully exhausted the October 2021 authorization;

the shares were immediately retired.

In 2021, the Company repurchased 3,184,300 shares of its common stock for $ 150 ;

the shares were immediately retired.

Dividends on common stock are subject to authorization by Alcoa Corporation’s Board of Directors.

In October 2021 , the Company announced the initiation of a quarterly cash dividend on its common stock and the Board of Directors declared the first quarterly cash dividend of $ 0.10 per share of the Company’s common stock.

Dividends paid totaled $ 19 in 2021.

Quarterly dividends paid were $ 0.10 per share in 2023 and 2022, totaling $ 72 in both years.

Dividends on common and preferred stock are subject to authorization by Alcoa Corporation’s Board of Directors.

Quarterly dividends paid on common stock were $ 0.10 per share in 2024, 2023, and 2022, totaling $ 89 , $ 72 , and $ 72 , respectively.

After the a cquisition of Alumina Limited (see Note C) , quarterly dividends of $ 0.10 per share were paid on Series A convertible preferred stock, totaling $ 1 in 2024.

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Stock-based Compensation

Restricted stock units are generally granted in January and/or February of each calendar year to eligible employees (the Company’s Board of Directors also receive certain stock units;

Restricted stock units are generally granted in January and/or February of each calendar year to eligible employees.

The Company’s Board of Directors also receive certain stock units;

however, these amounts are not material.

Time-based restricted stock units (RSUs) generally cliff vest on the third anniversary of the award grant date.

Time-based restricted stock units (RSUs) either cliff vest on the third anniversary of the award grant date or vest incrementally over a three-year period (one third each year) on each anniversary of the award grant date.

The Company also grants performance restricted stock units (PRSUs), which are subject to performance conditions and earned after the end of the three-year measurement period.

1 unchanged sentence

The final number of PRSUs earned is dependent on Alcoa Corporation’s achievement of certain targets over a three-year measurement period for grants.

For PRSUs granted in 2021, the award was earned after the end of the measurement period of January 1, 2021 through December 31, 2023 based on performance against four measures:

(1) the Company’s total shareholder return measured against the ranked total shareholder return of the Standard & Poor’s Metals and Mining Select Industry Index components;

(2) a pre-established return-on-equity target;

(3) an improvement in proportional net debt;

For PRSUs granted in 2022, the award will be earned after the end of the measurement period of January 1, 2022 through December 31, 2024 based on performance against three measures:

(1) the Company’s total shareholder return measured against the ranked total shareholder return of the S&P Metals and Mining Select Industry Index components;

(2) a pre-established average return-on-equity target;

and (3) a reduction in carbon intensity in both refining (through reduced carbon dioxide emissions) and smelting (through increased production from renewable energy) operations.

For PRSUs granted in 2023, the award will be earned after the end of the measurement period of January 1, 2023 through December 31, 2025 based on performance against three measures:

(1) the Company’s total shareholder return measured against the ranked total shareholder return of the Standard & Poor’s Metals and Mining Select Industry Index components;

(2) a pre-established return-on-equity target;

(1) the Company’s total shareholder return measured against the ranked total shareholder return of the S&P Metals and Mining Select Industry Index components;

(2) a pre-established average return-on-equity target;

and (3) a reduction in carbon intensity in both refining (through reduced carbon dioxide emissions) and smelting (through increased production from renewable energy) operations.

For PRSUs granted in 2024, the award will be earned after the end of the measurement period of January 1, 2024 through December 31, 2026 based on performance against three measures:

(1) the Company’s total shareholder return measured against the ranked total shareholder return of the Standard & Poor’s Metals and Mining Select Industry Index components;

(2) a pre-established return-on-equity target;

(1) the Company’s total shareholder return measured against the ranked total shareholder return of the S&P Metals and Mining Select Industry Index components;

(2) a pre-established average return-on-equity target;

and (3) a reduction in carbon intensity in both refining (through reduced carbon dioxide emissions) and smelting (through increased production from renewable energy) operations.

In 2023, 2022, and 2021 , Alcoa Corporation recognized stock-based compensation expense of $ 35 , $ 40 , and $ 39 , respectively, of which approximately 95 % to 100 % was related to stock units in each period.

In 2024, 2023, and 2022 , Alcoa Corporation recognized stock-based compensation expense of $ 36 , $ 35 , and $ 40 , respectively, of which approximately 100 % was related to stock units in each period.

There was no stock-based compensation expense capitalized in 2024, 2023, and 2022.

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As of December 31, 2024 , the 133,446 outstanding stock options were fully vested and exercisable, had a weighted average remaining contractual life of 3.07 years, a total intrinsic value of $ 2 and a weighted average exercise price of $ 27.66 .

Cash received from stock option exercises was $ 1 , $ 22 , and $ 25 in 2023, 2022, and 2021, respectively.

The total intrinsic value of stock options exercised during 2023, 2022, and 2021 was $ 2 , $ 22 , and $ 17 , respectively.

Cash received from stock option exercises was immaterial in 2024 and 2023 and was $ 22 in 2022.

The total intrinsic value of stock options exercised was immaterial during 2024 and 2023 and was $ 22 in 2022.

The total fair value of stock units converted during 2024, 2023, and 2022 was $ 37 , $ 35 and $ 32 , respectively.

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As of January 1, 2024, the pension benefit plans and the other postretirement benefit plans covered an aggregate of approximately 16,000 and approximately 19,000 participants, respectively.

2023 Plan Actions.

In 2023, management initiated the following actions to certain pension plans:

2024 Actions.

In 2024, the following actions impacted certain pension plans:

Action #1 – In the first quarter of 2024, Alcoa announced the full curtailment of the Kwinana refinery.

As a result, curtailment accounting was triggered within Alcoa’s Australian pension plan.

The Company recorded a $ 1 decrease to Other noncurrent assets and recognized a curtailment loss of $ 1 ($ 0 after-tax) in Restructuring and other charges, net on the accompanying Statement of Consolidated Operations.

Action #2 – In the second quarter of 2024, settlement accounting and a related plan remeasurement was triggered within Alcoa's Australian pension plan as a result of participants electing lump sum settlements.

Alcoa recorded a $ 19 increase to Other noncurrent assets and recognized a non-cash settlement gain of $ 1 ($ 0 after-tax) in Restructuring and other charges, net on the Statement of Consolidated Operations.

Action #3 – In the fourth quarter of 2024, settlement accounting was triggered within Alcoa's Australian pension plan as a result of participants electing lump sum settlements.

Alcoa recognized a non-cash settlement gain of $ 1 ($ 1 after-tax) in Restructuring and other charges, net on the Statement of Consolidated Operations.

The following table presents certain information and the financial impacts of these actions on the accompanying Consolidated Financial Statements:

Number of affected plan participants

Weighted average

discount rate

as of prior plan remeasurement

Plan remeasurement date

Weighted average discount rate as of plan remeasurement date

(Decrease) increase to

other noncurrent assets (1)

Settlement gain (3)

June 30, 2024

December 31, 2024

(1) Actions 1-2 caused interim plan remeasurements, including an update to the discount rates used to determine the benefit obligations of the affected plans.

These amounts include impacts due to interim plan remeasurements.

(2) This amount represents the net actuarial loss arising from the curtailment and was recognized immediately in Restructuring and other charges, net (see Note D) on the accompanying Statement of Consolidated Operations.

(3) These amounts represent the net actuarial gain and were reclassified from Accumulated other comprehensive loss to Restructuring and other charges, net (see Note D ) on the accompanying Statement of Consolidated Operations.

2023 Actions.

In 2023, the following actions impacted certain pension and other postretirement benefit plans:

Action #1 – In the second quarter of 2023, plan amendment accounting and related plan remeasurements were triggered within the Surinamese pension and other postretirement plans as a result of participants electing to prospectively convert their Surinamese dollar pension and Company-provided retiree medical to a United States dollar pension with no Company-provided retiree medical.

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(1) This amount represents the net actuarial loss and was reclassified from Accumulated other comprehensive loss to Restructuring and other charges, net (see Note D ) on the accompanying Statement of Consolidated Operations.

2022 Plan Actions.

In 2022, management initiated the following actions to certain pension and other postretirement benefit plans:

Action #1 – In the third quarter of 2022, settlement accounting and related plan remeasurements were triggered within Alcoa’s U.S.

2022 Actions.

In 2022, the following actions impacted certain pension and other postretirement benefit plans:

Action #1 – I n the third quarter of 2022, settlement accounting and related plan remeasurements were triggered within Alcoa’s U.S.

pension plans as a result of the Company’s purchase of group annuity contracts to transfer the obligation to pay the remaining retirement benefits of approximately 4,400 retirees and beneficiaries from its U.S.

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(2) These amounts represent the net actuarial loss (gain) and were reclassified from Accumulated other comprehensive loss to Restructuring and other charges, net (see Note D ) on the accompanying Statement of Consolidated Operations.

2021 Plan Actions.

In 2021, management initiated the following actions to certain pension and other postretirement benefit plans:

Action #1 – On March 31, 2021, Alcoa completed the sale of the Warrick Rolling Mill to Kaiser Aluminum Corporation for total consideration of $ 670 , which included the assumption of $ 69 in other postretirement benefit liabilities.

Approximately 1,150 employees at the rolling operations, which includes the casthouse, hot mill, cold mills, and coating and slitting lines, became employees of Kaiser.

As a result, the affected plan was remeasured, including an update to the discount rate used to determine the benefit obligation of the plan.

Accrued other postretirement benefits reflects a decrease of $ 40 related to the remeasurement in addition to the $ 69 assumed by Kaiser.

Further, Alcoa recognized a curtailment gain of $ 17 (pre- and after-tax) and a settlement loss of $ 26 (pre- and after-tax).

Action #2 – In the second quarter of 2021, settlement accounting and a related plan remeasurement was triggered within Alcoa’s U.S.

salaried pension plan as a result of a high number of participants electing lump sum payments.

This includes former employees of the Warrick Rolling Mill, as well as other Alcoa employees making this election at retirement.

Alcoa recorded a $ 90 decrease to Accrued pension benefits related to this remeasurement and recognized a settlement loss of $ 39 (pre- and after-tax).

Action #3 – In the third quarter of 2021, settlement accounting and a related plan remeasurement was triggered within Alcoa’s U.S.

salaried pension plan as a result of participants electing lump sum payments.

Alcoa recorded a $ 7 increase to Accrued pension benefits related to this remeasurement and recognized a settlement loss of $ 7 (pre- and after-tax).

Action #4 – In the third quarter of 2021, settlement accounting and a related plan remeasurement was triggered within Alcoa’s Australian pension plan as a result of participants electing lump sum payments.

Alcoa recorded a $ 38 decrease to Accrued pension benefits related to this remeasurement and recognized a settlement loss of $ 1 (pre- and after-tax).

Action #5 – In the fourth quarter of 2021, the Company purchased a group annuity contract to transfer the obligation to pay the remaining retirement benefits of approximately 800 retirees and deferred vested participants from one of its Suriname pension plans to an insurance company.

The transfer of $ 55 in both plan obligations and plan assets were completed on October 19, 2021.

As a result, the Company recorded a settlement loss of $ 63 (pre- and after-tax) in Restructuring and other charges, net on the Statement of Consolidated Operations in the fourth quarter of 2021.

Action #6 – In the fourth quarter of 2021, settlement accounting and related plan remeasurements were triggered within Alcoa’s U.S.

pension plans as a result of the Company purchasing group annuity contracts to transfer the obligation to pay remaining retirement benefits of approximately 14,000 retirees and beneficiaries from its U.S.

defined benefit pension plans and transferred approximately $ 1,540 in both plan obligations and plan assets.

The transfers were completed on November 23, 2021 and December 16, 2021.

As a result, the Company recorded a $ 84 decrease to Accrued pension benefits related to this remeasurement and recognized a non-cash settlement loss of $ 848 (pre- and after-tax) in Restructuring and other charges, net on the Statement of Consolidated Operations in the fourth quarter of 2021.

Action #7 – In the fourth quarter of 2021, settlement accounting and related plan remeasurements were triggered within Alcoa’s U.S.

pension plans as a result of participants electing lump sum payments (and the group annuity contracts discussed in Action 6 above).

Alcoa recorded a $ 1 decrease to Accrued pension benefits related to this remeasurement and recognized a settlement loss of $ 10 (pre- and after-tax).

The following table presents certain information and the financial impacts of these actions on the accompanying Consolidated Financial Statements:

Number of affected plan participants

Weighted average

discount rate

as of prior plan remeasurement

Plan remeasurement date

Weighted average discount rate as of plan remeasurement date

Increase (decrease) to accrued pension benefits liability

Decrease to accrued other postretirement benefits liability

March 31, 2021

June 30, 2021

September 30, 2021

November 30, 2021

(1) These amounts primarily represent the accelerated amortization of a portion of the existing prior service benefit for curtailments and net actuarial loss for settlements and were reclassified from Accumulated other comprehensive loss to Restructuring and other charges, net (see Note D ) on the accompanying Statement of Consolidated Operations.

Obligations and Funded Status

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Interest cost

Actuarial losses (gains)

Actuarial (gains) losses

Benefits paid, net of participants’ contributions

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Other Changes in Plan Assets and Benefit Obligations

Recognized in Other Comprehensive Income (Loss)

Net actuarial loss (benefit)

Recognized in Other Comprehensive (Loss) Income

Net actuarial loss (gain)

Amortization of accumulated net actuarial loss

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Expected return on plan assets (2)

Recognized net actuarial loss (2)

Amortization of prior service cost (benefit) (2)

Amortization of accumulated net actuarial loss (2)

Amortization of prior service benefit (2)

Settlements (3)

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(3) These amounts were reported in Restructuring and other charges, net on the accompanying Statement of Consolidated Operations (see Note D ).

In 2023, 2022 and 2021, settlements were due to management actions (see Plan Actions above).

In 2024, 2023 and 2022, settlements were due to plan actions (see Actions above).

(4) These amounts were reported in Restructuring and other charges, net on the accompanying Statement of Consolidated Operations (see Note D ).

In 2021, curtailments were due to management actions (see Plan Actions above).

In 2024, curtailments were due to plan actions (see Actions above).

(5) Amounts attributed to joint venture partners are not included.

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Rate of compensation increase—pension plans

The yield curve model used to develop the discount rate parallels the plans’ projected cash flows and has a weighted average duration of 10 years .

The underlying cash flows of the high-quality corporate bonds included in the model exceed the cash flows needed to satisfy the Company’s plan obligations multiple times.

The yield curve model used to develop the discount rate is based on high-quality corporate bonds, parallels the plans’ projected cash flows and has a weighted average duration of 10 years .

If a deep market of high-quality corporate bonds does not exist in a country, then the yield on government bonds plus a corporate bond yield spread is used.

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The portfolio includes an allocation to investments in long-duration corporate credit and government debt, public and private market equities, intermediate duration corporate credit and government debt, global-listed infrastructure, high-yield bonds and bank loans, real estate, and securitized credit.

In late 2022, management began restructuring the asset portfolios of certain non-U.S.

pension plans.

The new strategy increased the amount and duration of the fixed income asset portfolios to reduce exposure to interest rates and was substantially implemented at the end of the first quarter in 2023.

Investment practices comply with the requirements of applicable laws and regulations in the respective jurisdictions, including the Employee Retirement Income Security Act of 1974 (ERISA) in the United States.

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companies and are valued based on the closing price reported in an active market on which the individual securities are traded (generally classified in Level 1);

(ii) the plans’ share of commingled funds that are invested in the stock of publicly traded companies and are valued at net

(ii) the plans’ share of commingled funds that are invested in the stock of publicly traded companies and are valued at net asset value;

and (iii) direct investments in long/short equity hedge funds and private equity (limited partnerships and venture capital partnerships) and are valued at net asset value.

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(iii) direct investments in private real estate (includes limited partnerships) and are valued at net asset value;

and (iv) absolute return strategy funds and are valued at net asset value.

(iv) absolute return strategy funds and are valued at net asset value;

and (v) indirect investments of discretionary and systematic macro hedge funds and are valued at net asset value.

The fair value methods described above may not be indicative of net realizable value or reflective of future fair values.

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Other investments:

Discretionary and systematic macro hedge funds

December 31, 2023

Equity securities

Long/short equity hedge funds

Private equity

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In 2024, 2023, and 2022 , cash contributions to Alcoa’s defined benefit pension plans were $ 16 , $ 24 , and $ 17 .

During 2021, Alcoa made $ 500 in unscheduled contributions to certain U.S.

defined benefit pension plans.

The additional contributions were discretionary in nature and were funded with net proceeds from a March 2021 debt issuance (see Note M ) plus available cash on hand.

There were no discretionary contributions made in 2022 or 2023.

Alcoa’s minimum required contribution to defined benefit pension plans in 2025 is estimated to be $ 60 , of which approximately $ 40 is for U.S.

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Defined Contribution Plans

The Company sponsors savings and investment plans in several countries, primarily in Australia and the United States.

The Company sponsors savings and investment plans in several countries.

In the United States, employees may contribute a portion of their compensation to the plans, and Alcoa matches a specified percentage of these contributions in equivalent form of the investments elected by the employee.

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The SRMC meets on a periodic basis to review derivative positions and strategy and reports to the Audit Committee of Alcoa Corporation’s Board of Directors on the scope of its activities.

Alcoa Corporation’s aluminum and foreign exchange contracts are predominately classified as Level 1 under the fair value hierarchy.

All of the Level 1 contracts are designated as either fair value or cash flow hedging instruments (except as described below).

Alcoa Corporation’s aluminum and foreign exchange contracts are classified as Level 1 under the fair value hierarchy.

All of the Level 1 contracts are designated as either fair value or cash flow hedging instruments.

Alcoa Corporation also has several derivative instruments classified as Level 3 under the fair value hierarchy, which are either designated as cash flow hedges or undesignated.

Alcoa includes the changes in its equity method investee’s Level 2 derivatives in Accumulated other comprehensive loss.

Alcoa included the changes in its equity method investee’s Level 2 derivatives in Accumulated other comprehensive loss through June 30, 2024, when the underlying contracts expired.

The following tables present the detail for Level 1 and 3 derivatives (see additional Level 3 information in further tables below):

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Year ended December 31,

Unrealized gain (loss) recognized in Other comprehensive loss

Realized gain (loss) reclassed from Other comprehensive loss to earnings

Unrealized loss recognized in Other comprehensive loss

Realized gain (loss) reclassified from Other comprehensive loss to earnings

Unrealized gain (loss) recognized in Other comprehensive loss

Realized gain (loss) reclassed from Other comprehensive loss to earnings

Realized gain (loss) reclassified from Other comprehensive loss to earnings

Level 1 derivative instruments

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Foreign exchange buy forwards

Foreign currency (in millions of Brazilian real)

Foreign exchange sell forwards

Foreign currency (in millions of Australian dollars)

Foreign exchange buy forwards

Foreign currency (in millions of Canadian dollar)

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Alcoa routinely uses Level 1 aluminum derivative instruments to manage exposures to changes in the fair value of firm commitments for the purchases or sales of aluminum.

Additionally, Alcoa uses Level 1 aluminum derivative instruments to manage exposures to changes in the LME associated with the Alumar (Brazil) restart ( April 2022 through December 2023 ) and the San Ciprián (Spain) strike (expired October 2022 ).

As a result of delays with the Alumar restart, it became probable that certain of the original forecasted transactions would not occur by the end of the originally specified time period and Alcoa dedesignated certain aluminum sell forwards.

The Company reclassified the related unrealized gain of $ 11 and $ 20 included in Accumulated other comprehensive loss to Sales during the year ended December 31, 2023 and 2022, respectively.

In conjunction with the dedesignations, the Company entered into aluminum buy forwards in 2023 and 2022 for the same volume and periods which were also not designated.

Additionally, Alcoa used Level 1 aluminum derivative instruments to manage LME exposures related to profitability improvement actions (expired December 2024 ), and the Alumar (Brazil) restart (expired December 2023 ).

As a result of delays with the Alumar restart during 2023, it became probable that certain of the original forecasted transactions would not occur by the end of the originally specified time period and Alcoa dedesignated certain aluminum sell forwards.

The Company reclassified the related unrealized gain of $ 11 included in Accumulated other comprehensive loss to Sales during the year ended 2023.

In conjunction with the dedesignations, the Company entered into aluminum buy forwards for the same volume and periods which were also not designated.

The unrealized and realized gains and losses on the aluminum buy and sell forwards that are not designated offset resulting in no impact to Alcoa’s earnings.

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dollar aluminum sales in Norway (expires June 2025 ), U.S.

dollar alumina and aluminum sales in Brazil (expires August 2025 ), and U.S.

dollar aluminum sales in Canada (expires March 2025 ).

dollar alumina sales in Brazil (expires October 2026 ), U.S.

dollar aluminum sales in Brazil (expired December 2023 ), U.S.

dollar alumina sales in Australia (expires December 2026 ) and Canadian dollar expenses in Canada (expires March 2025 ).

Derivative instruments classified as Level 3 in the fair value hierarchy represent those in which management has used at least one significant unobservable input in the valuation model.

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Unrealized gains and losses were recognized in Accumulated other comprehensive loss on the accompanying Consolidated Balance Sheet, and realized gains and losses were recognized in Cost of goods sold on the accompanying Statement of Consolidated Operations.

In addition to the instruments presented above, Alcoa had a financial contract that expired in July 2021 that hedged the anticipated power requirements at one of its smelters and was designated as a cash flow hedge of future purchases of electricity.

In March 2021, Alcoa entered into four financial contracts (Financial contracts (undesignated), below) with three counterparties to hedge the anticipated power requirements at this smelter for the period from August 1, 2021 through June 30, 2026.

A fifth financial contract (undesignated) was entered into in November 2021, with an effective date of September 30, 2022 through June 30, 2026.

In August 2023, the Company entered into a nine-year financial contract (undesignated) effective July 1, 2026 when the current contracts end.

Three of these financial contracts include LME-linked pricing components and do not qualify for hedge accounting treatment.

Management elected not to apply hedge accounting treatment for the other three financial contracts.

Unrealized and realized gains and losses on these financial contracts are included in Other expenses (income), net on the accompanying Statement of Consolidated Operations.

In August 2023 and September 2024, the Company entered into nine-year financial contracts (undesignated) that hedge the anticipated power requirements at one of its smelters effective July 1, 2026 when the current contracts (undesignated) end.

At December 31, 2024 , the outstanding Level 3 instruments are associated with seven smelters.

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December 31, 2023

Derivatives designated as hedging instruments:

Current—financial contract

Total derivatives designated as hedging instruments

Derivatives not designated as hedging instruments:

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Total derivatives designated as hedging instruments

Derivatives not designated as hedging instruments:

Current—embedded credit derivative

Noncurrent—embedded credit derivative

Total derivatives not designated as hedging instruments

Total Liability Derivatives

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The following tables present a reconciliation of activity for Level 3 derivative instruments:

Power contracts

Financial contracts

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Total gains or losses included in:

Sales (realized)

Cost of goods sold (realized)

Other expenses, net (unrealized/realized)

Other comprehensive income (unrealized)

Other income, net (unrealized/realized)

Settlements and other

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for derivative instruments held at December 31, 2024:

Other expenses, net

Other income, net

Power contracts

Embedded credit derivative

January 1, 2024

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Sales (realized)

Other expenses, net (unrealized/realized)

Other comprehensive income (unrealized)

Settlements and other

December 31, 2024

Change in unrealized gains or losses included in earnings

for derivative instruments held at December 31, 2024:

Other expenses, net

Power contracts

Financial contracts

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Sales (realized)

Other income, net (unrealized/realized)

Cost of goods sold (realized)

Other expenses, net (unrealized/realized)

Other comprehensive income (unrealized)

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for derivative instruments held at December 31, 2023:

Other income, net

Other expenses, net

Power contracts

Embedded credit derivative

January 1, 2023

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Sales (realized)

Other income, net (unrealized/realized)

Other comprehensive (income) loss (unrealized)

Other comprehensive income (unrealized)

December 31, 2023

Change in unrealized gains or losses included in earnings

for derivative instruments held at December 31, 2022:

Other income, net

Derivatives Designated As Hedging Instruments—Cash Flow Hedges

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Provision for income taxes.

The components of (Loss) income before income taxes were as follows:

The components of Income (loss) before income taxes were as follows:

Provision for income taxes consisted of the following:

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Taxes on foreign operations—rate differential

Adjustment of prior year income taxes

Noncontrolling interest

Internal legal entity reorganizations

Impacts of the U.S.

Tax Cuts and Jobs Act of 2017

Uncertain tax positions

Tax on foreign operations—other

Changes in valuation allowances

Tax rate differential

Other foreign tax effects

Interest income/expense

Noncontrolling interest

Internal legal entity reorganizations

Uncertain tax positions

Adjustment of prior year income taxes

Effective tax rate

Certain income earned by AWAB is eligible for a tax holiday, which decreases the tax rate on this income from 34 % to 15.25 %, which will result in future cash tax savings.

During 2020, the U.S.

Treasury Department finalized regulations implementing GILTI (“Global Intangible Low-Tax Income”) provisions of the U.S.

Tax Cuts and Jobs Act of 2017.

Included in these regulations is an annual election for an exclusion from GILTI for income subject to a high rate of foreign tax (the “high tax exception”).

Although affiliates may be located in jurisdictions with a high rate of foreign tax, due to differences between local tax rules used to determine the tax liability and the U.S.

tax principles used to determine GILTI, affiliates may not meet the high tax exception each year and, as such, may not qualify for this exclusion.

The Company plans to make the high tax exception election for the 2024 tax year in jurisdictions where the rules are met.

The jurisdictions where the Company does not meet the high tax exception exclusion for the 2024 tax year resulted in a GILTI inclusion for the year ended December 31, 2024.

The GILTI inclusion was fully offset by current losses and net operating losses subject to a full valuation allowance.

Certain income earned by Alcoa World Alumina Brasil Ltda.

( AWAB) is eligible for a tax holiday, which decreases the tax rate on this income from 34 % to 15.25 %, which will result in future cash tax savings.

The holiday related to production at the Alumar refinery was originally expected to end on December 31, 2027.

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In 2021, it was determined that the deferred taxes associated with income subject to the tax holiday would be fully exhausted within the holiday period and the amounts were therefore maintained on the balance sheet at the holiday tax rate.

In 2022, the Company’s projection of the r eversal of deferred tax assets during the holiday tax period was lowered, and as a result, the remainder was revalued at the statutory rate of 34 %, resulting in a discrete income tax benefit of $ 33 , which is included in Tax holidays, above.

In 2022, the Company’s projection of the reversal of deferred tax assets during the holiday tax period was lowered, and as a result, the remainder was revalued at the statutory rate of 34 %, resulting in a discrete income tax benefit of $ 33 , which is included in Tax holidays above.

In 2023, the Company determined that it was no longer more likely than not that the deferred tax asset at AWAB would be realized and recorded a full valuation allowance against the deferred tax asset (see below).

As a result, the amount reflected in Tax holidays above is zero with respect to AWAB as of December 31, 2023.

In October 2022, Alcoa completed the liquidation of Alcoa Saudi Rolling Inversiones S.L.

(ASRI), a wholly owned subsidiary that previously held the Company’s investment in MRC.

In 2024, management’s position on the realizability of these deferred tax assets remains the same as 2023, and the amount reflected in Tax holidays above is zero with respect to AWAB.

In October 2022, Alcoa completed the liquidation of a wholly-owned subsidiary, Alcoa Saudi Rolling Inversiones S.L.

This liquidation resulted in a deductible loss in the Netherlands and a tax benefit of $ 94 was recognized in 2022, however, this tax benefit was substantially offset by a valuation allowance.

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Loss provisions

Investment basis differences

Lease assets and liabilities

Investment basis differences

Tax credit carryforwards

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Deferred tax liabilities

Alcoa Australia H oldings Pty Ltd (AAH), a wholly-owned indirect subsidiary of Alcoa, made an election prior to July 31, 2024 that resulted in Alcoa’s other wholly-owned Australian subsidiaries joining AAH’s tax consolidated group (the AAH Tax Consolidated Group).

As a result of the acquisition of Alumina Limited, Alumina Limited and all of its Australian subsidiaries, as well as Alcoa of Australia Limited (AofA) and all of its subsidiaries, joined the AAH Tax Consolidated Group on August 1, 2024.

Upon acquisition, Alcoa recognized a deferred tax asset (and a corresponding increase to Additional capital) of $ 121 primarily related to the portion of Alumina Limited’s Australian net operating loss carryforwards that the Company has determined are more likely than not to be realized as a result of the consolidated return election.

In the fourth quarter of 2024, the Company recognized an additional deferred tax asset (and a corresponding increase to Additional capital) of $ 95 primarily due to the tax allocation of the fixed asset valuation to individual assets.

Additionally, the Company recorded a deferred tax asset of $ 265 related to capital loss carryforwards, which was fully offset with a valuation allowance due to uncertain recoverability.

The Company has several income tax filers in various foreign countries.

Of the $ 147 net deferred tax asset included under the Foreign column in the table above, approximately 90 % relates to six of Alcoa’s income tax filers (the Foreign Filers) as follows:

Of the $ 284 net deferred tax asset included under the Foreign column in the table above, approximately 100 % relates to five of Alcoa’s income tax filers (the Foreign Filers) as follows:

a $ 113 net deferred tax asset for Alcoa Canada Company in Canada;

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a $ 19 net deferred tax asset for Alcoa Islandi and a $ 27 net deferred tax asset for Fjarðaál, both in Iceland;

and a $ 185 net deferred tax liability for AofA in Australia.

and a $ 9 net deferred tax asset for AofA in Australia.

The future realization of the net deferred tax asset for each of the Foreign Filers was based on projections of the respective future taxable income (defined as the sum of pretax income, other comprehensive income, and permanent tax differences), exclusive of reversing temporary differences and carryforwards.

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the loss carryforwards are not subject to an expiration period.

The Company’s subsidiaries in Iceland had a full valuation allowance recorded against deferred tax assets, which was established in 2015 and 2017, as the Company believe d it was more likely than not that these tax benefits would not be realized.

If AWAB continues to demonstrate sustained profitability, management may conclude that AWAB’s deferred tax assets may be realized, resulting in a future reversal of the valuation allowance, generating a non-cash benefit in the period recorded.

AWAB’s net deferred tax assets, excluding the valuation allowance, were $ 116 as of December 31, 2024.

During 2023, after considering all positive and negative evidence, including the expectation that the jurisdiction will remain in a three-year cumulative income position, the Company determined that it is more likely than not that the net deferred tax assets will be realized.

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The 2022 full valuation allowance for Alumínio was a result of Alumínio’s three-year cumulative loss position for the period ended December 31, 2022.

Although the Company entered into aluminum contracts to manage exposures associated with the restart, these contracts were held by another legal entity, and the associated realized gains are not available to Alumínio to offset the restart losses.

While management believes Alumínio will return to profitability in the future with the restart of the Alumar smelter, current volatility in the market does not provide a reliable basis for concluding that it is more likely than not that Alumínio’s net deferred tax assets, which consist primarily of tax loss carryforwards with indefinite life, will be realized.

Alumar smelter profitability in future periods could prompt the Company to evaluate the realizability of the deferred tax asset and assess the possibility of a reversal of the valuation allowance, which could have a significant impact on net income in the quarter the valuation allowance is reversed.

In 2021, Alcoa recorded a valuation allowance of $ 103 against the net deferred tax assets of Alúmina Española, S.A.

Management concluded that it was more likely than not that Española’s net deferred tax assets, which consisted primarily of tax loss carryforwards, would not be realized as the entity’s sole operating asset, the San Ciprián refinery, was in a three-year cumulative loss position for the period ended December 31, 2021.

This cumulative loss position was the result of recent operating losses due to the high energy costs in Spain and the impact of the refinery workers’ strike on the fourth quarter of 2021.

After weighing all available positive and negative evidence as of December 31, 2023, management’s position continues to be that it is more likely than not that Alcoa Corporation will not realize the benefit of these deferred tax assets and continues to have a full valuation allowance recorded against the deferred tax assets.

Although the Company entered into aluminum contracts to manage exposures associated with the Alumar smelter restart, these contracts were held by another legal entity, and the associated realized gains are not available to Alumínio to offset the restart losses.

While management believes Alumínio will return to profitability in the future with the restart of the Alumar smelter, Alumínio’s recent history, including operational instability during the restart and the impact of the recent increased alumina input costs, does not provide a reliable basis for concluding that it is more likely than not that Alumínio’s net deferred tax assets, which consist primarily of tax loss carryforwards with indefinite life, will be realized.

Alumar smelter profitability in future periods could prompt the Company to evaluate the realizability of the deferred tax assets and assess the possibility of a reversal of the valuation allowance, which could generate a non-cash benefit in the period the valuation allowance is reversed.

The following table details the changes in the valuation allowance:

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Undistributed net earnings.

Certain earnings of Alcoa’s foreign subsi diaries are deemed to be permanently reinvested outside the United States.

Certain earnings of Alcoa’s foreign subsidiaries are deemed to be permanently reinvested outside the United States.

The cumulative amount of Alcoa’s foreign undistributed net earnings deemed to be permanently reinvested was approximately $ 2,857 as of December 31, 2024.

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federal income tax filings of the Company’s U.S.

consolidated tax group have been examined through the 2018 tax year.

consolidated tax group have been examined through the 2018 tax year, and an examination of the 2021 tax year is ongoing.

Foreign jurisdiction tax authorities are in the process of examining income tax returns of several of Alcoa’s subsidiaries for various tax years.

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During 2023, AofA continued to record its tax provision and tax liability without effect of the ATO assessment, since it expects to prevail.

The noncurrent liability resulting from the cumulative interest deductions was approximately $ 199 (A$ 293 ) and $ 174 (A$ 260 ) at December 31, 2023 and 2022, respectively.

At December 31, 2024 and December 31, 2023, the noncurrent liability resulting from the cumulative interest deductions was approximately $ 206 (A$ 332 ) and $ 199 (A$ 293 ), respectively.

The reserve balance for unrecognized tax benefits is included in Noncurrent income taxes on the Consolidated Balance Sheet.

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Expiration of the statute of limitations

Foreign currency translation

Balance at end of year

For all periods presented, a portion of the balance at end of year pertains to state tax liabilities, which are presented before any offset for federal tax benefits.

The effect of unrecognized tax benefits, if recorded, that would impact the annual effective tax rate for 2023, 2022, and 2021 would be 1 %, 1 %, and 0 %, respectively, of (Loss) income before income taxes.

The effect of unrecognized tax benefits, if recorded, that would impact the annual effective tax rate for 2024, 2023, and 2022 would be 2 %, 1 %, and 1 %, respectively, of Income (loss) before income taxes.

Alcoa does not anticipate that changes in its unrecognized tax benefits will have a material impact on the Statement of Consolidated Operations during 2025.

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enacted the Inflation Reduction Act of 2022 (IRA), which includes a 15 % minimum tax on book income of certain large corporations, a 1 % excise tax on net stock repurchases after December 31, 2022, and several tax incentives to promote clean energy.

As a result of the provisions of the IRA, we will incur an excise tax of 1 % for certain common stock repurchases made subsequent to December 31, 2022, which will be reflected in the cost of purchasing the underlying shares.

The minimum corporate tax did not have an impact on the Company for 2023 and will not have an impact on the Company for 2024.

The IRA contains a number of tax credits and other in centives for investments in renewable energy production, carbon capture, and other climate-related actions, as well as the production of critical minerals.

As a result of the provisions of the IRA, the Company will incur an excise tax of 1 % for certain common stock repurchases made subsequent to December 31, 2022, which will be reflected in the cost of purchasing the underlying shares.

The minimum corporate tax did not have an impact on the Company for 2024, 2023, or 2022 and will not have an impact on the Company for 2025.

The IRA contains a number of tax credits and other incentives for investments in renewable energy production, carbon capture, and other climate-related actions, as well as the production of critical minerals.

In December 2023, the U.S.

Treasury issued guidance on Section 45X of the Advanced Manufacturing Tax Credit.

The Notice of Proposed Rulemaking (the Notice) clarifies that commercial grade aluminum can qualify for the credit, which was designed to incentivize domestic production of critical materials important for the transition to clean energy.

In the fourth quarter of 2023, the Company recorded a benefit of $ 36 in Cost of goods sold and Other receivables related to its Massena West smelter (New York) and its Warrick smelter (Indiana).

The Notice of Proposed Rulemaking (the Proposed Regulations) clarified that commercial grade aluminum is included in the definition of aluminum eligible for the credit, which was designed to incentivize domestic production of critical materials important for the transition to clean energy.

On October 24, 2024, the U.S.

Treasury finalized the Proposed Regulations under Section 45X with important modifications including the ability to include the cost of certain direct and indirect materials in the cost base of the credit.

The Proposed Regulation on the definition of aluminum was not finalized;

however, management believes that commercial grade aluminum continues to qualify for the Section 45X credit.

In the Preamble to the Final Regulations, the U.S.

Treasury indicated it will finalize the definition at a later date.

In 2024 and 2023, the Company recorded benefits of $ 71 and $ 36 in Cost of goods sold, respectively, related to its Massena West smelter (New York) and its Warrick smelter (Indiana).

As of December 31, 2024, benefits of $ 36 were included in Other receivables and $ 71 were included in Other noncurrent assets on the Consolidated Balance Sheet.

As of December 31, 2023, benefits of $ 36 were included in Other receivables on the Consolidated Balance Sheet.

Asset Retirement Obligations

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Liabilities incurred in 2024 include:

• $ 87 for ne w mining areas opened during the year and higher estimated mine reclamation costs;

• $ 24 for changes in closure estimates at the previously closed Suralco (Suriname) refinery;

• $ 22 related to spent pot lining transportation, treatment, and disposal;

• $ 11 related to changes in closure estimates for mine reclamation, landfill closure, and demolition at previously closed sites;

• $ 9 related to water treatment due to the curtailment of the Kwinana refinery;

• $ 6 related to the changes in estimates for residue area closure, landfill closure, and mine reclamation at various operating sites.

The liabilities incurred were recorded with corr esponding capitalized asset retirement costs, except for $ 6 related to non-operating bauxite residue areas and spent pot lining transportation and disposal, which was recorded to Cost of goods sold;

and a net charge of $ 35 related to changes in closure estimates at previously closed sites and the curtailment of the Kwinana refinery which were recorded to Restructuring and other charges, net (see Note D) on the accompanying Statement of Consolidated Operations.

In 2024, reversals of previously recorded liabilities primarily related to the completion of spent pot lining transportation and disposal at the previously closed Intalco smelter.

Liabilities incurred in 2023 include:

• $ 97 for changes in closure estimates of operating bauxite residue areas;

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• $ 36 related to the closure of the previously curtailed Intalco smelter;

• $ 23 related to spent pot lining treatment an d disposal;

• $ 23 related to spent pot lining transportation, treatment, an d disposal;

• $ 10 for changes in closure estimates of non-operating bauxite residue areas;

• $ 1 related to an accrual for demolition for the closure of a potline at Warrick Operations.

The additional accruals were primarily recorded with corr esponding capitalized asset retirement costs except for $ 15 related to non-operating bauxite residue areas at the Alumar refinery, spent pot lining and treatment, and mine reclamation which was recorded to Cost of goods sold;

and $ 41 related to the closure of the Intalco smelter, updated estimates for spent pot lining treatment and disposal at a previously closed site, and demolition accruals for the closure of a potline at Warrick Operations, which was recorded to Restructuring and other charges, net on the accompanying Statement of Consolidated Operations (see Note D).

Liabilities incurred in 2022 include:

• $ 81 related to improvements required on both operating and non-operating bauxite residue areas at the Poços de Caldas and Alumar refineries for changes in closure estimates and to comply with updated impoundment regulations in the regions;

• $ 79 for new mining areas opened during the year and higher estimated mine reclamation costs;

• $ 28 related to spent pot lining treatment and disposal;

• $ 18 for bauxite residue areas related to water management at non-operating bauxite residue areas and changes in engineering designs for closure of operating bauxite residue areas;

• $ 15 related to the closure of the previously curtailed magnesium smelter in Addy (Washington).

The facility has been fully curtailed since 2001;

• $ 3 related to accruals for demolition projects at closed sites.

The additional accruals were primarily recorded with corresponding capitalized asset retirement costs (see Note B ) except for $ 72 related to non-operating bauxite reside areas which was recorded to Cost of goods sold at the Poços de Caldas and Alumar refineries and $ 34 related to the closure of the magnesium smelter in Addy and adjustments to other previously closed sites which were recorded to Restructuring and other charges, net on the accompanying Statement of Consolidated Operations (see Note D).

In 2023 , reversals of previously recorded liabilities included a reversal of $ 8 due to changes in estimates at various sites and the completion of a site demolition project.

In 2022 , reversals of previously recorded liabilities included a reversal of $ 12 due to the completion of demolition projects at numerous permanently closed sites.

The additional accruals were recorded with corr esponding capitalized asset retirement costs except for $ 15 related to non-operating bauxite residue areas at the Alumar refinery, spent pot lining and treatment, and mine reclamation which was recorded to Cost of goods sold;

and $ 41 related to the closure of the Intalco smelter, updated estimates for spent pot lining treatment and disposal at a previously closed site, and demolition accruals for the closure of a potline at Warrick Operations, which was recorded to Restructuring and other charges, net (see Note D) on the accompanying Statement of Consolidated Operations.

In 2023 , reversals of previously recorded liabilities primarily related to changes in estimates at various sites and to the completion of a site demolition project, of which $ 2 was recorded to Restructuring and other charges, net (see Note D) on the accompanying Statement of Consolidated Operations.

The estimated timing of cash outflows for recorded AROs at December 31, 2024 was as follows:

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At December 31, 2024 and 2023 , the current portion of the remediation reserve balance was $ 38 and $ 66, respectively.

In 2023, the Company incurred liabilities of $ 39 primarily related to $ 14 for the closure of the previously curtailed Intalco smelter and $ 13 for an increase in estimated costs associated with ongoing remediation work at the previously closed Longview (Washington) site which were recorded in Restructuring and other charges, net on the Statement of Consolidated Operations, and $ 12 for an increase in estimated costs associated with ongoing remediation work at various other sites which was recorded in Cost of goods sold on the accompanying Statement of Consolidated Operations.

Payments related to remediation expenses applied against the reserve were $ 55 in 2023.

These amounts include mandated expenditures as well as those not required by any regulatory authority or third party.

Further, the Company reversed reserves of $ 1 during 2023 due to the determination that certain remaining site remediation is no longer required.

In 2022, the Company incurred liabilities of $ 32 primarily related to $ 14 for the closure of the previously curtailed magnesium smelter in Addy (Washington), $ 6 for estimates for environmental remediation at the Point Henry site, $ 4 for a new phase of work at the former East St.

Louis site and $ 9 for environmental activities at various sites.

These charges are recorded in Cost of goods sold and Restructuring and other charges, net (see Note D) on the accompanying Statement of Consolidated Operations.

Payments related to remediation expenses applied against the reserve were $ 26 in 2022.

These amounts include mandated expenditures as well as those not required by any regulatory authority or third party.

Further, the Company reversed reserves of $ 30 during 2022, primarily related to changes in estimates for site remediation at Massena East of $ 18 and Suralco of $ 5 , and completion of remediation at a previously closed site in Brazil of $ 6 .

In 2021, the Company incurred liabilities of $ 21 primarily related to remediation design considerations at the Longview site in Washington, closure of the Wenatchee aluminum smelter in Washington, environmental activities at the Point Comfort site in Texas, closure of the anode plant at the Lake Charles site in Louisiana, and wetlands mitigation at the Longview site in Washington, as well as other increases for ongoing monitoring and maintenance at various sites.

These charges are primarily recorded in Cost of goods sold and Restructuring and other charges, net on the accompanying Statement of Consolidated Operations.

Payments in 2021 include mandated expenditures as well as those not required by any regulatory authority or third-party.

Further, the Company reversed reserves of $ 17 related to:

• $ 7 due to the determination that previously estimated site remediation is not required at the previously closed Tennessee site;

• $ 5 due to lower costs for waste treatment at a previously closed Suriname site;

• $ 5 due to lower costs for site remediation related to a previously closed site in Brazil.

In 2024, the Company incurred liabilities of $ 25 and recorded a reversal of $ 12 .

The impacts to the Statement of Consolidated Operations were primarily:

• $ 20 for an increase in estimated scope and costs associated with ongoing remediation work at several sites and for certain other environmental compliance matters which were recorded in Cost of goods sold;

• $ 5 for an increase in estimated costs associated with ongoing remediation work at previously closed sites which were recorded to Restructuring and other charges, net (see Note D);

• $ 12 reversal for site remediation that is no longer required at a previously closed site which was recorded in Restructuring and other charges, net (see Note D).

In 2023, the Company incurred liabilities of $ 39 and recorded a reversal of $ 1 .

The impacts to the Statement of Consolidated Operations were primarily:

• $ 14 for the closure of the previously curtailed Intalco smelter and $ 13 for an increase in estimated costs associated with ongoing remediation work at the previously closed Longview (Washington) site which were recorded in Restructuring and other charges, net (see Note D);

• $ 12 for an increase in estimated costs associated with ongoing remediation work at various other sites which was recorded in Cost of goods sold;

• $ 1 reversal due to the determination that certain remaining site remediation was no longer required which was recorded in Restructuring and other charges, net (see Note D).

In 2022, the Company incurred liabilities of $ 32 and recorded reversals of $ 30 .

The impacts to the Statement of Consolidated Operations were primarily:

• $ 14 for the closure of the previously curtailed magnesium smelter in Addy and $ 6 for estimates for environmental remediation at the Point Henry site which were recorded in Restructuring and other charges, net (see Note D);

• $ 4 for a new phase of work at the former East St.

Louis site and $ 9 for environmental activities at various sites recorded in Cost of goods sold;

• $ 30 reversals during 2022, primarily related to changes in estimates for site remediation at Massena East of $ 18 and Suralco of $ 5 and completion of remediation at a previously closed site in Brazil of $ 6, which were recorded in Restructuring and other charges, net (see Note D).

Cash payments include mandated expenditures as well as those not required by any regulatory authority or third party.

The estimated timing of cash outflows from the environmental remediation reserve at December 31, 2024 was as follows:

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Massena, New York —The reserve associated with the 2015 closure of the Massena East smelter by the Company’s subsidiary, Reynolds Metals Company, is for subsurface soil remediation to be performed after demolition of the structures.

Remediation work commenced in 2021 and will take four to eight years to complete.

Remediation work commenced in 2021 and will take up to eight years to complete.

Point Comfort, Texas —The reserve associated with the 2019 closure of the Point Comfort alumina refinery is for disposal of industrial wastes contained at the site, subsurface remediation, and post-closure monitoring and maintenance.

The final remediation plan is currently being developed, which may result in a change to the existing reserve.

Sherwin, Texas —In connection with the 2018 settlement of a dispute related to the previously-owned Sherwin alumina refinery, the Company’s subsidiary, Copano Enterprises LLC, accepted responsibility for the final closure of four bauxite residue waste disposal areas (known as the Copano facility).

Work commenced on the first residue disposal area in 2018 and is expected to take up to an additional four years to complete, depending on the nature of its potential re-use.

Other than ongoing maintenance and repair activities, work on the next three areas has not commenced but is expected to be completed by 2048, depending on its potential re-use.

Longview, Washington — In connection with a 2018 Consent Decree and Cleanup Action Plan with the State of Washington Department of Ecology, the Company’s subsidiary, Northwest Alloys as landowner, accepted certain responsibilities for future remediation of contaminated soil and sediments at the site located near Longview, Washington.

In December 2020, the lessee of the land, who was a partner in the remediation of the site, filed for bankruptcy and exited the site in January 2021.

The full site remediation project design, long-term and post-closure monitoring and maintenance at the site was approved in March 2023.

In the third quarter of 2023, changes in scope and cost increases for remediation resulted in an increase to the reserve.

The project is planned to be completed in the next two years.

Addy, Washington —The reserve associated with the 2022 closure of the Addy magnesium smelter facility is for site-wide remediation and investigation and post-closure monitoring and maintenance.

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The final remediation plan is under review.

In May 2022, the Company received a Notice of Violation (NOV) from the U.S.

Environmental Protection Agency (the EPA).

The NOV alleged violations under the Clean Air Act at the Intalco smelter from when the smelter was operational.

The EPA referred the matter to the U.S.

Department of Justice, Environment and Natural Resources Division (the DOJ) in May 2022.

The DOJ and the Company agreed to a stipulated settlement, which was filed with the United States District Court for the Western District of Washington at Seattle on July 18, 2024, requiring the Company to pay a civil fine of $ 5 .

On October 15, 2024, the Court approved the stipulated settlement of $ 5 , and payment was remitted by the Company.

Other Sites —The Company is in the process of decommissioning various other plants and remediating sites in several countries for potential redevelopment or to return the land to a natural state.

In aggregate, there are remediation projects at 31 other sites that are planned or underway.

These activities will be completed at various times in the future with the latest expected to be in 2026, after which ongoing monitoring and other activities may be required.

These activities will be completed at various times in the future over the next two to four years, after which ongoing monitoring and other activities may be required.

At December 31, 2024 and 2023 , the reserve balance associated with these activities was $ 66 and $ 57 , respectively.

Brazil (AWAB) — In March 2013, AWAB was notified by the Brazilian Federal Revenue Office (RFB) that approximately $ 110 (R$ 220 ) of value added tax credits previously claimed were being disallowed and a penalty of 50 % was assessed.

Of this amount, AWAB received $ 41 (R$ 82 ) in cash in May 2012.

Brazil (AWAB) — Under Brazilian law, taxpayers who generate non-cumulative federal value added tax credits related to exempt exports may either request a refund in cash (monetization) or offset them against other federal taxes owed.

In 2012, AWAB requested monetization of $ 136 (R$ 273 ) from the Brazilian Federal Revenue Office (RFB) and received $ 68 (R$ 136 ) that year.

In March 2013, AWAB was notified by the RFB that approximately $ 110 (R$ 220 ) of value added tax credits previously claimed were being disallowed and a penalty of 50 % was assessed.

$ 41 (R$ 82 ) of the cash received in 2012 related to the disallowed amount.

The value added tax credits were claimed by AWAB for both fixed assets and export sales related to the Juruti bauxite mine and Alumar refinery expansion for tax years 2009 through 2011.

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In its decision, the RFB allowed credits of $ 10 (R$ 53 ) that were similar to those previously disallowed for 2009 through 2011.

In September 2024, the RFB notified AWAB that it had further inspected the value added tax credits claimed for 2013 and issued a first administrative decision allowing additional credits of $ 1 (R$ 5 ) that were similar to those previously disallowed for 2009 through 2011.

AWAB received the 2012 allowed credits with interest of $ 9 (R$ 44 ) in March 2022, the 2013 allowed credits with interest of $ 6 (R$ 31 ) in August 2022, and the additional 2013 allowed credits with interest of $ 1 (R$ 6 ) in December 2024.

The decisions on the 2012 and 2013 credits provide positive evidence to support management’s opinion that there is no basis for these credits to be disallowed.

AWAB received the 2012 allowed credits with interest of $ 9 (R$ 44 ) in March 2022 and the 2013 allowed credits with interest of $ 6 (R$ 31 ) in August 2022.

AWAB will continue to dispute the credits that were disallowed for 2012 and 2013.

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On April 1, 2022, the ATO issued its decision disallowing the Company’s objections related to the income tax assessment, while the position on penalties and interest remains outstanding.

On April 29, 2022, AofA filed proceedings in the Australian Administrative Appeals Tribunal (AAT) against the ATO to contest the Notices, a process which could last several years.

On April 29, 2022, AofA filed proceedings in the Australian Administrative Appeals Tribunal (AAT) against the ATO to contest the Notices.

The AAT held the first directions hearing on July 25, 2022 ordering AofA to file its evidence and related materials by November 4, 2022, ATO to file its materials by April 14, 2023 and AofA to file reply materials by May 26, 2023.

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At a directions hearing on November 22, 2023, AofA was ordered to file any reply materials by March 15, 2024.

The substantive hearing is scheduled for June 2024.

AofA filed its reply materials on March 15, 2024.

The substantive hearing was completed in June 2024, and AofA is awaiting the AAT's decision.

The Company maintains that the sales subject to the ATO’s review, which were ultimately sold to Aluminium Bahrain B.S.C., were the result of arm’s length transactions by AofA over two decades and were made at arm’s length prices consistent with the prices paid by other third-party alumina customers.

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AofA funded the payment with cash on hand and recorded the payment within Other noncurrent assets as a noncurrent prepaid tax asset;

the re lated December 31, 2023 balance is $ 73 (A$ 107 ).

Further interest on the unpaid tax will continue to accrue during the dispute.

The initial interest assessment and the additional interest accrued are deductible against taxable income by AofA but would be taxable as income in the year the dispute is resolved if AofA is ultimately successful.

AofA applied this deduction beginning in the third quarter of 2020, reducing cash tax payments.

At December 31, 2023 and December 31, 2022, total reductions in cash tax payments were $ 199 (A$ 293 ) and $ 174 (A$ 260 ), respectively, and are reflected within Other noncurrent liabilities and deferred credits as a noncurrent accrued tax liability.

at December 31, 2024 the related balance was $ 66 (A$ 107 ).

Interest on the unpaid tax continues to accrue during the dispute, which, along with the initial interest assessment, is deductible against taxable income by AofA.

Beginning in the third quarter of 2020, AofA applied this deduction and total reductions in cash tax payments of $ 206 (A$ 332 ) and $ 199 (A$ 293 ) are reflected within Other noncurrent liabilities and deferred credits as a noncurrent accrued tax liability at December 31, 2024 and December 31, 2023, respectively.

If AofA is ultimately successful, the interest would be taxable as income in the year the dispute is resolved, and accrued cash taxes would be paid to the ATO ($ 206 (A$ 332 ) accrued as of December 31, 2024).

The Company continues to believe it is more likely than not that AofA’s tax position will be sustained and therefore is not recognizing any tax expense in relation to this matter.

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dollars from Australian dollars based on the exchange rate in the respective period.

AofA is part of the Company’s joint venture with Alumina Limited, an Australian public company listed on the Australian Securities Exchange.

The Company and Alumina Limited own 60 % and 40 %, respectively, of the joint venture entities, including AofA.

Spain — In July 2019, the Company completed the divestiture of the Avilés and La Coruña (Spain) aluminum facilities to PARTER Capital Group AG (PARTER) in a sale process endorsed by the Spanish government and supported by the workers’ representatives following a collective dismissal process.

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Upon completion of the remaining administrative and judicial approvals, the Company made cash payments of $ 76 to the former employees of the facilities in 2023 in accordance with the GSA.

The remaining payments will be made in the early 2024 .

In addition to the matters discussed above, various other lawsuits, claims, and proceedings have been or may be instituted or asserted against Alcoa Corporation, including those pertaining to environmental, safety and health, commercial, tax, product liability, intellectual property infringement, employment, and employee and retiree benefit matters, and other actions and claims arising out of the normal course of business.

The remaining payments were made in 2024 .

Croix Proceedings —Prior to 2012, Alcoa Inc., the Company’s former parent company, was served with two multi-plaintiff actions alleging personal injury or property damage from Hurricane Georges or winds blowing material from the Company’s former St.

Croix alumina facility.

These actions were subsequently consolidated into the Red Dust Claims docket in 2017.

In March 2022, the Superior Court of the Virgin Islands issued an amended case management order dividing complaints filed in the Red Dust docket into groups of 50 complaints, designated Groups A through I.

The parties selected 10 complaints from Group A to proceed to trial as the Group A lead cases.

In May 2024, the Court issued an amended case management order with regard to the Group A lead cases scheduling trials to begin in November 2024.

The Court further ordered the parties to participate in mediation on or before August 31, 2024.

After completing its case analysis in the second quarter of 2024, the Company recorded a reserve for its estimate of probable loss and a related receivable for insurance proceeds with no material impact to the results of operations.

Alcoa participated in the court-ordered mediation in August 2024 and reached a settlement agreement to resolve the matter in its entirety, which resulted in no further impact to Alcoa’s results of operations.

The settlement was finalized and funds were released in January 2025 upon receiving signed release agreements or final dismissals from every plaintiff.

This matter is now closed.

In addition to the matters discussed above, various other lawsuits, claims, and proceedings have been or may be instituted or asserted against Alcoa Corporation, including those pertaining to environmental, safety and health, commercial, tax, product liability, intellectual property infringement, governance, employment, and employee and retiree benefit matters, and other actions and claims arising out of the normal course of business.

While the amounts claimed in these other matters may be substantial, the ultimate liability is not readily determinable because of the considerable uncertainties that exist.

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In the event Alcoa Corporation would be required to perform under any of these instruments, the Company would be indemnified by ParentCo in accordance with the Separation and Distribution Agreement.

In December 2023, AofA committed to provide a bank guarantee for approximately $ 68 (A$ 100 ) which demonstrates Alcoa’s confidence that its operations will not impair drinking water supplies.

On September 30, 2024 and October 1, 2024, AofA delivered bank guarantees totaling $ 62 (A$ 100 ).

After March 27, 2025, Alcoa may, with the Western Australian government’s consent, replace the bank guarantee with a parent company guarantee or a surety bond.

The requirement to provide financial assurance will expire upon the completion of the WA EPA’s assessment of the Company’s five-year mine plans.

In August 2017, Alcoa Corporation entered into a standby letter of credit agreement with three financial institutions, which was most recently amended in May 2024 and expires on May 1, 2026 .

The agreement provides for a $ 200 facility used by the Company for matters in the ordinary course of business.

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In the event Alcoa Corporation would be required to perform under any of these instruments, the Company would be indemnified by ParentCo in accordance with the Separation and Distribution Agreement.

The Company records a right-of-use asset and lease liability for several types of operating leases, including land and buildings, alumina refinery process control technology, plant equipment, vehicles, and computer equipment.

The Company records a right-of-use asset and lease liability for several types of operating leases, including land and buildings, plant equipment, vehicles, maritime vessels, and computer equipment.

These amounts are equivalent to the aggregate future lease payments on a discounted basis.

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Other Expenses (Income), Net

Equity loss (income)

Foreign currency (gains) losses, net

Net loss (gain) from asset sales

Net loss (gain) on mark-to-market derivative instruments (P)

Foreign currency losses (gains), net

Net loss from asset sales

Net (gain) loss on mark-to-market derivative instruments (P)

Non-service costs – pension and other postretirement benefits (O)

In 2023 , Other, net of $ 62 was primarily related to interest income on interest bearing accounts.

In 2024 and 2023 , Other, net of $ 54 and $ 62 , respectively, was primarily related to interest income on interest bearing accounts.

In 2022 , Other, net of $ 50 was primarily related to interest income for the Brazil value added tax credits (see Note S).

In 2021 , Net loss (gain) from asset sales of $ 354 was primarily related to the sales of the Rockdale site, the Eastalco site, and the Warrick Rolling Mill (see Note C).

Other Noncurrent Assets

Value added tax credits

Prepaid gas transmission contract

Gas supply prepayment (S)

Value added tax credits

Deferred mining costs, net

Prepaid pension benefit (O)

IRA Section 45X credit (Q)

Noncurrent prepaid tax asset (S)

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The credits generally can be utilized to offset the VAT charged on domestic sales of bauxite, alumina, and aluminum.

In March 2021, the Brazil Federal Supreme Court provided clarification on an earlier ruling that found the inclusion of state VAT within the federal VAT tax base to be unconstitutional.

After receiving further clarification from the court in August 2021, the Company finalized the amount of its recovery claim and submitted the claim to the tax authorities in the fourth quarter and received acknowledgment of the claim in January 2022.

As a result, in the fourth quarter of 2021, the Company recorded $ 95 of additional VAT credits in Other noncurrent assets, $ 47 payable to Arconic Corporation within Other noncurrent liabilities, $ 34 in Sales, and $ 14 of interest income within Other (income) expenses, net.

The amount due to Arconic Corporation represents VAT payments related to an Arconic subsidiary previously owned by Alumínio for a portion of the claim years and covered under agreements related to the Separation Transaction (see Note A).

In the fourth quarter of 2018, after an assessment of the future realizability of Brazil state VAT credits recorded, the Company established an allowance on the accumulated state VAT credit balances and stopped recording any future credit benefits.

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Other Noncurrent Liabilities and Deferred Credits

Noncurrent accrued tax liability (S)

Operating lease obligations (T)

Noncurrent accrued tax liability (S)

Accrued compensation and retirement costs

Value added tax credits payable to Arconic Corporation

Deferred energy credits

Noncurrent restructuring reserve (D)

Value added tax credits payable to Arconic Corporation

Deferred alumina sales revenue

Noncurrent restructuring reserve (D)

Deferred energy credits —Deferred energy credits relate to cash received for 2022 and 2021 carbon dioxide emissions related to the San Ciprián smelter and refinery during the years ended December 31, 2024 and 2023, respectively, from a governmental agency in Spain.

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Should the Company not meet all conditions during the three-year period, the credits will be repaid to the governmental agency.

Value added tax credits payable to Arconic Corporation —See, Other noncurrent assets—Value added tax credits, above.

Cash and Cash Equivalents and Restricted Cash

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Noncurrent restricted cash

Restricted cash primarily relates to commitments made for the D

Restricted cash primarily relates to commitments made for the December 2021 and February 2023 viability agreements for the San Ciprián restart (see Note D).

The Company incurred $ 9 of capital investment expenditures and $ 5 of smelter restart expenditures against the commitments during 2024, of which $ 5 was released from restricted cash.

At December 31, 2024, the Company had restricted cash of $ 86 , of which $ 10 was released in February 2025 for 2024 expenditures, and the remaining $ 76 is available for capital improvements at the site and smelter restart costs.

Cash Flow Information

Cash paid for interest and income taxes was as follows:

Interest, net of amount capitalized

Income taxes, net of amount refunded

Supplie r Finance Programs

The Company has various supplier finance programs with third-party financial institutions that are made available to suppliers to facilitate payment term negotiations.

Under the terms of these agreements, participating suppliers receive payment in advance of the payment date from third-party financial institutions for qualifying invoices.

Alcoa’s obligations to its suppliers, including amounts due and payment terms, are not impacted by its suppliers’ participation in these programs.

The Company does not pledge any assets as security or provide any guarantees beyond payment of outstanding invoices at maturity under these arrangements.

The Company does not pay fees to the financial institutions under these arrangements.

At December 31, 2024 and December 31, 2023 , qualifying supplier invoices outstanding under these programs were $ 94 and $ 104 , respectively, and have payment terms ranging from 50 to 110 days.

These obligations are included in Accounts payable, trade on the accompanying Consolidated Balance Sheet.

The rollforward of Alcoa’s outstanding obligations confirmed as valid under its supplier finance program for the years ended December 31, 2024 is as follows:

Confirmed obligations outstanding at the beginning of the year

Invoices confirmed during the year

Confirmed invoices paid during the year

Foreign currency translation and other

Confirmed obligations outstanding at the end of the year

Subsequ ent Events

On February 20, 2025 , the Board of Directors declared a quarterly cash dividend of $ 0.10 per share of the Company’s common stock (including common stock underlying CDIs) and Series A convertible preferred stock, to be paid on March 20, 2025 to stockholders of record as of the close of business on March 4, 2025 .

Dividends on Alcoa’s common and preferred stock are paid in U.S.

Dividends on common stock underlying CDIs paid in a currency other than the U.S.

dollar will be determined using foreign currency exchange rates as of March 14, 2025.

Changes in and Disagreements with Accou ntants on Accounting and Financial Disclosure.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 7. Management’s Discussion and Analysis