What changed in this filing

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Item 1A. Risk Factors

2022-02-25 compared with 2021-03-04 · 235 added, 173 removed, 209 unchanged (66% of the section changed)

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This list of material risk factors is not all-inclusive or necessarily in order of importance.

Risk Factor Summary

Risks Related to our Industry and Business

• Declines in the market price (including premiums) for primary aluminum

• Excess capacity and overproduction of aluminum

• Increases in energy costs and loss or disruption of our supply of power

• Inability to compete

• Impact of Covid-19 pandemic and other future pandemics

• Curtailment of our production capacities and/or aluminum reduction facilities

• Casthouse Project at Grundartangi and related financing

• Inability to realize benefits from capital projects

• "Take-or-pay" obligations under our raw material and services contracts

• Small customer base

• Requirement to maintain substantial resources for operations

• Exposure to political, economic, regulatory, currency and other risks related to our international operations

• Unpredictable events affecting operations

• Impact of our hedging transactions

Risks Related to Labor and Employees

• Failure to maintain labor relations

• Increased labor costs and labor shortages at our operations

Risks Related to Indebtedness and Financing

• Deterioration in our credit rating or financial condition

• Failure to generate sufficient cash flow for debt service requirements

• Levels of indebtedness and/or any future indebtedness

• Interest rate risk

• Covenants and restrictions in debt instruments

• Dependence on intercompany transfers

• Potential dilution of ownership interests upon conversion of the Convertible Notes

• Impact of accounting method for settlement of Convertible Notes

• Effect of the capped call transactions on Century stock and value of notes and related counterparty risk

Risks Related to Cybersecurity

• Failure of IT systems, network disruptions, cyber-attacks, and other security data breaches

Risks Related to Legal, Regulatory and Compliance Matters

• Effects of climate change, climate change legislation and/or environmental regulations

• Effects of health and safety laws and regulations

• Effects of trade laws or regulations

• Effects of litigation and legal proceedings

• Ability to use certain NOLs to offset future taxable income

Risks Related to Acquisition

• Effect of any future acquisitions on the Company and its operations

Risks Related to Stock Ownership

• Impact and influence from Glencore's ownership interests in Century

Risk Related to our Industry and Business

Declines in aluminum prices could have a material adverse effect on our business, financial condition, results of operations and cash flows.

Declines in overall aluminum prices could have a material adverse effect on our business, financial condition, results of operations and cash flows.

Our operating results depend on the market for primary aluminum which can be volatile and subject to many factors beyond our control.

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plus (ii) any regional premium (e.g., the Midwest premium for metal sold in the United States and the European Duty Paid premium for metal sold into Europe);

plus (iii) any product premium.

plus (iii) any value-added product premium.

Each of these three components has its own drivers of variability.

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These factors can be highly speculative and difficult to predict which can lead to significant volatility in the aluminum price.

A deterioration in global economic conditions or a worldwide financial downturn also has the potential to adversely affect future demand and prices for aluminum.

Geopolitical uncertainty of any kind, including the United Kingdom’s exit from the European Union (commonly referred to as Brexit), major public health issues (such as an outbreak of a pandemic or epidemic like the novel coronavirus COVID-19) or other unexpected events have the potential to negatively impact business confidence, potentially resulting in reduced global or regional demand for aluminum and increased price volatility.

A deterioration in global economic conditions or a regional or worldwide financial downturn also has the potential to adversely affect future demand and prices for aluminum.

Geopolitical uncertainty of any kind (including an outbreak or escalation of a regional conflict, such as the current situation in Ukraine), major public health issues (such as an outbreak of a pandemic or epidemic like COVID-19) or other unexpected events have the potential to negatively impact business confidence, potentially resulting in reduced global or regional demand for aluminum and increased price volatility.

Such events may also impact prices by causing disruptions in our operations, supply chain, or workforce.

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These factors may have a material adverse effect on our liquidity, the amount of cash flow we have available for our capital expenditures and other operating expenses, our ability to access the credit and capital markets and our results of operations.

Excess capacity and overproduction of aluminum products may materially disrupt world aluminum markets causing price deterioration which, in turn, could adversely impact our sales, margins and profitability.

Global aluminum prices have been significantly depressed in recent years primarily due to large amounts of excess capacity and overproduction in China and other regions.

Significant portions of global aluminum production would not be possible without financial and other support and incentives from governments and state-owned entities.

This oversupply has caused global aluminum prices to be adversely impacted.

Excess capacity and overproduction of aluminum may materially disrupt global aluminum markets causing price deterioration which, in turn, could adversely impact our operating results, sales, margins and profitability.

Prior to 2021, global aluminum prices had been significantly depressed primarily due to large amounts of excess capacity and overproduction in China and other regions.

Significant portions of global aluminum production would not be possible during such times without financial and other support and incentives from governments and state-owned entities.

This oversupply caused global aluminum prices to be adversely impacted.

Supply and demand in the aluminum market began to balance in 2021, however there is a risk that the market could again be saturated with excess capacity and overproduction.

Overproduction and the export of heavily subsidized aluminum products may result in depressed prices and, in turn, have a material adverse impact on our operating results, sales, margins and profitability.

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As a result, the availability of electricity at competitive prices is critical to the profitability of our operations.

In the U.S., our Hawesville and Sebree plants receive all of their electricity requirements under market-based electricity contracts, and our Mt.

Holly plant currently receives 75% of its electricity requirements under a market-based electricity contract that is set to expire March 31, 2021.

Since November 2019, the price of approximately 30% of Grundartangi’s power requirements has been linked to the market price for power in the Nord Pool power market, which exposes us to price

volatility and fluctuations due to factors beyond our control and without any direct relationship to the price of primary aluminum.

For example, extreme weather events in mid-February 2021 across the United States resulted in increases to power prices for our Kentucky plants, which could have an adverse effect on our results in the first quarter of 2021.

In the U.S., our Hawesville and Sebree plants receive all of their electricity requirements under market-based electricity contracts.

Since November 2019, the price of approximately 30% of Grundartangi’s power requirements has been linked to the market price for power in the Nord Pool power market.

These market-based contracts expose us to price volatility and fluctuations due to factors beyond our control and without any direct relationship to the price of primary aluminum.

For example, extreme weather events in mid-February 2021 across the United States resulted in increases to power prices for our Kentucky plants, which had an impact on our results in the first quarter of 2021.

Additionally, in 2021, due in large part to low reservoir levels in Europe and low natural gas inventory in Europe, the monthly Nord Pool power prices increased from an average of 45.81 euros per MWh in January 2021 to 147.18 euros per MWh in December 2021.

Market-based electricity contracts expose us to market price volatility and fluctuations driven by, among other things, coal and natural gas prices, renewable energy production, regulatory changes and weather events, in each case, without any direct relationship to the price of primary aluminum.

There can be no assurance that our market-based power supply arrangements will result in favorable electricity costs.

There can be no assurance that our market-based power supply arrangements will result in

favorable electricity costs.

Any increase in our electricity and energy prices not tied to corresponding increases in the LME price could have a material adverse effect on our business, financial position, results of operations and liquidity.

Disruptions in our supply of power and other events could adversely affect our operations.

Loss or disruptions in our supply of power and other power-related events could adversely affect our business, financial condition or results of operations.

We use large amounts of electricity to produce primary aluminum.

Any loss or disruption of the power supply which reduces the amperage to our equipment or causes an equipment shutdown would result in a reduction in the volume of molten aluminum produced, and prolonged losses of power may result in the hardening or "freezing" of molten aluminum in the pots where it is produced, which could require an expensive and time consuming restart process.

Disruptions in the supply of electrical power to our facilities can be caused by a number of circumstances, including, but not limited to, unusually high demand, blackouts, equipment or transformer failure, human error, malicious acts, natural disasters, weather events or other catastrophic events.

Our market-based power supply arrangements further increase the risk that disruptions in the supply of electrical power to our domestic operations could occur.

Disruptions in the supply of electrical power to our facilities can be caused by a number of circumstances, including, but not limited to, unusually high demand, blackouts, equipment or transformer failure, human error, malicious acts including cyber attacks, natural disasters, weather events or other catastrophic events.

Our market-based power supply arrangements further increase the risk th at disruptions in the supply of electrical power to our domestic operations could occur.

Under these arrangements, we have greater exposure to transmission line outages, problems with grid stability and limitations on energy import capability.

An alternative supply of power in the event of a disruption may not be feasible.

If events such as the above occur, it could have a material adverse effect on our business, financial condition or results of operation.

Power disruptions have had a material negative impact on our results of operations in the past.

An equipment failure at our Sebree smelter in May 2018, for example, caused us to lose power to one of the three potlines at Sebree and forced us to temporarily stop production from that potline.

We operate our smelters at close to peak amperage.

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Disruptions in the supply of electrical power that do not result in production curtailment could cause us to experience pot instability that could decrease levels of productivity and incur losses.

We maintain property and business interruption insurance to mitigate losses resulting from catastrophic events, but are required to pay significant amounts under the deductible provisions of those insurance policies.

In addition, the coverage under those policies may not be sufficient to cover all losses, or may not cover certain events.

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Certain losses or prolonged interruptions in our operations may trigger a default under certain of our outstanding indebtedness and could have a material adverse effect on our business, financial position, results of operations and liquidity.

We may be unable to continue to compete successfully in the highly competitive markets in which we operate.

We are engaged in a highly competitive industry.

Aluminum also competes with other materials, such as steel, copper, plastics, composite materials and glass, among others, for various applications.

We may be unable to continue to compete successfully in the markets in which we operate.

The global primary aluminum industry in which we operate is highly competitive.

Aluminum also competes with other materials, such as steel, copper, plastics, composite materials and glass, among others, for various applications and uses.

Many of our competitors are larger than we are and have greater financial and technical resources than we do.

These larger competitors may be better able to withstand reductions in price or other adverse industry or economic conditions.

Similarly, many of our competitors have vertically integrated upstream operations with resulting superior cost positions to ours and may be better able to withstand reductions in price or other adverse industry or economic conditions.

Similarly, many of our competitors may receive various subsidies from local, state and federal governments and have vertically integrated upstream operations with resulting superior cost positions to ours and may be better able to withstand reductions in price or other adverse industry or economic conditions, including inflationary impacts.

If we are not able to compete successfully, our business, financial position, results of operations and cash flows could be materially and adversely affected.

Public health pandemics, epidemics or similar public health threats, including the novel coronavirus disease (COVID-19), could have a material adverse effect on our business, outlook, financial condition, results of operations and liquidity.

The global markets in which we operate have been impacted by the recent COVID-19 pandemic.

Our business could be adversely affected by the COVID-19 pandemic or other health pandemics, epidemics or similar public health threats in the future.

Public health pandemics, epidemics or similar public health threats, including the coronavirus disease 2019 (COVID-19), could have a material adverse effect on our business, outlook, financial condition, results of operations and liquidity.

The global markets in which we operate have been impacted by and continue to be impacted by the COVID-19 pandemic.

Our business has been impacted by the COVID-19 pandemic and in the future could be adversely affected by the COVID-19 pandemic or other health pandemics, epidemics or similar public health threats.

Our operating results depend on the market for primary aluminum which can be volatile and subject to many factors beyond our control.

The COVID-19 pandemic has disrupted the global economy and created significant volatility in the primary aluminum industry.

Such adverse impacts to the global market include the drop in the LME price for primary aluminum to $1,457 in April 2020 from $1,772 at the start of 2020.

However, we have seen some measurable improvement in the global market for aluminum along with an increase in the price for our product and a return to more stability in the market

in which we operate in recent months.

The LME price for primary aluminum averaged $1,702 per tonne for 2020 as compared to an average of $1,792 for 2019, due in part to the impacts that COVID-19 had on the LME price during 2020.

Because we sell our product on a one- to three-month lag to current prices, our results reflect the LME price on this one to three month lag basis.

Future deterioration in economic conditions and global markets arising from the COVID-19 pandemic could materially and adversely affect future demand and prices for aluminum which could have a material adverse effect on our financial condition and liquidity.

At the onset of the COVID-19 pandemic in early 2020, the pandemic disrupted the global economy and created significant volatility in the primary aluminum industry.

Such adverse impacts to the global market included the drop in the LME price for primary aluminum to $1,457 in April 2020 from $1,772 at the start of 2020.

However, we have seen some

measurable improvement in the global market for aluminum along with an increase in the price for our product and a return to more stability in the market since April 2020.

Our business also depends on the ability of our employees to travel to our aluminum smelting facilities and operate our facilities.

Since the outbreak of COVID-19, we have implemented several new policies and procedures to protect the health and safety of our workforce.

We restricted both personal and business travel for a period of time during the pandemic, implemented continuous disinfecting of our workplaces, and set up employees whose jobs allow them to work remotely.

We have advised all of our employees in proper care and hygiene to prevent the spread of the virus.

While these measures serve to reduce the possibility of transmission of the virus within our workplaces, they do not assure that our employees will not contract the virus or bring it into the workplace.

Were such an event to be widespread enough, our operations could be disrupted to varying degrees up to and including a shutdown, which could have a material adverse effect on our business, outlook, financial condition, results of operations and liquidity.

The COVID-19 pandemic could also interfere with general commercial activity related to our supply chain and customer base, which could have an adverse effect on our financial condition and operational results.

During the course of the COVID-19 pandemic, we implemented several new policies and procedures to protect the health and safety of our workforce, including continuous disinfecting of our workplaces, social distancing policies, and wearing masks in accordance with the Centers for Disease Control Prevention guidelines.

Beginning in the first quarter of 2021, there has been a trend in the United States and other areas of the world of increased availability of vaccines to combat COVID-19, as well as a relaxing of restrictions on individual, business, and government activities both domestically and abroad.

The relaxing of restrictions and the existence and spread of variant strains of COVID-19 has and may lead to a further rise in infections in our workforce.

In the event of a new spike in COVID-19 cases, the emergence of another variant or another pandemic in the future, our operations could be disrupted to varying degrees up to and including a shutdown, which could have a material adverse effect on our business, outlook, financial condition, results of operations and liquidity.

Any such events could also interfere with general commercial activity related to our supply chain and customer base, which could have an adverse effect on our financial condition and operational results.

Raw material suppliers, including those we currently use, may not be available or may be delayed in shipments to us, impacting our ability to deliver our products to our customers thereby negatively impacting our operational results and financial condition.

Further, if our customers’ businesses are similarly affected, they might delay, reduce or even eliminate purchases from us, which could adversely affect our results of operations.

The COVID-19 pandemic has also created substantial uncertainty and volatility in the financial markets which may impact our ability to access capital and the terms under which we can do so.

Our ability to pay interest on and to repay or refinance our debt will depend upon our access to financial markets or other alternative sources of liquidity and future operating performance, any of which may be negatively impacted by the effects of the COVID-19 pandemic.

The ultimate severity, magnitude and duration of COVID-19 is uncertain, rapidly changing and hard to predict.

The extent to which COVID-19 may adversely impact our business depends on future developments, which are highly uncertain and unpredictable, such as the ultimate duration and scope of the outbreak, the availability and distribution of vaccines domestically and globally, the spread and rise of any different variants of the COVID-19 virus, the pandemic’s impact on our customers and suppliers, how quickly normal economic conditions, operations, and the demand for our products can resume, and whether the pandemic leads to recessionary conditions in any of our key markets or in global markets generally.

The extent to which COVID-19 may adversely impact our business depends on future developments, which are highly uncertain and unpredictable, such as the ultimate duration and scope of the outbreak, the spread and rise of any different variants of the COVID-19 virus, the pandemic’s impact on our customers and suppliers, the effectiveness and adoption of COVID-19 vaccines and therapeutics, governmental actions relating to the prevention of the spread of the virus, and whether the pandemic leads to recessionary conditions in any of our key markets or in global markets generally.

The potential future impact of the COVID-19 pandemic on our business, results of operations and financial performance is difficult to predict and will depend on future developments, and such effects could exist for an extended period of time.

While we expect the COVID-19 pandemic to continue to impact our results of operations, cash flows and financial position, the current level of uncertainty over the economic and operational impacts of COVID-19 means the related impact to our business cannot be reasonably estimated at this time.

To the extent the COVID-19 pandemic adversely affects our business and financial results, it may also have the effect of heightening many of the other risks described herein.

While we expect the COVID-19 pandemic to continue to impact our results of operations, cash flows and financial position, the current level of uncertainty over the economic and operational impacts of the COVID-19 pandemic means the related impact to our business cannot be reasonably estimated at this time.

To the extent the COVID-19 pandemic or similar event adversely affects our business and financial results, it may also have the effect of heightening many of the other risks described herein.

Curtailment of aluminum production at our facilities could have a material adverse effect on our business, financial position, results of operations and liquidity.

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If we are unable to realize the intended cost saving effects of any production curtailment, we may have to seek bankruptcy protection or be forced to divest some or all of our assets.

The process of restarting production following curtailment is also expensive and time consuming.

The process of restarting production following curtailment is also expensive, time consuming and labor-intensive and there is no guarantee that once a curtailment has occurred that the plant will ever return to operation.

As a result, any decision to restart production would likely require market conditions significantly better than the market conditions at the time the decision to curtail was made.

Any curtailments of our operations, or actions taken to seek bankruptcy protection or divest some or all of our assets, could have a material adverse effect on our business, financial position, results of operations and liquidity.

If we are unable to enter into a new power arrangement for Mt.

Holly and/or obtain necessary government approvals, we may choose, or be forced, to further curtail operations at the Mt.

CASC is currently party to both a power agreement with a third-party supplier (providing 75% of Mt.

Holly's power) and Santee Cooper (providing 25% of Mt.

Holly's power) to supply the Mt.

Holly smelter with all its power needs.

Both of these power agreements were set to expire on December 31, 2020 but were extended through March 31, 2021 as we finalize a new three-year power agreement with Santee Cooper that is expected to be effective April 1, 2021.

It is expected that under the new power contract with Santee Cooper, 100% of Mt.

Holly's electrical power requirements will be supplied from Santee Cooper's generation at cost of service-based rates.

The new power with Santee Cooper is expected to provide sufficient energy to allow the smelter to increase its current production to 75% of Mt.

Holly's full production capacity.

There can be no assurance, however, that we will be successful in finalizing this proposed agreement with Santee Cooper or obtaining all governmental approvals needed in connection therewith.

We issued a Working Adjustment and Retraining Notification Act (WARN) Notice to employees at Mt.

Holly in October 2020, which has since been extended through March 31, 2021, of our intent to curtail plant operations if the smelter cannot secure a new power arrangement with Santee Cooper to delivery energy to the plant.

If we are unable to secure and finalize this new power agreement with Santee Cooper and obtain all necessary governmental approvals for Mt.

Holly, we may choose, or be forced, to further curtail operations at the plant.

Closure of the Mt.

Holly facility would impose various costs on us that could have a material adverse effect on our business, financial condition, results of operations and liquidity and could cause us to write down the book value of the Mt.

Holly facility.

In addition, the ongoing uncertainty regarding the future operation of Mt.

Holly may damage our relationships with our customers, suppliers, employees and other stakeholders, whether or not Mt.

Holly is ultimately closed.

We may need to take actions to terminate certain customer and supply contracts or curtail additional production in advance of any plant closure.

Customers and suppliers may also become unwilling to renew existing contracts or enter into new contracts with us.

It may also become more difficult to attract and retain employees.

Such actions and events could have a material adverse effect on our business, financial condition, results of operations and liquidity.

The restart of curtailed capacity at our Mt.

Holly smelter upon the finalization of the new power agreement with Santee Cooper is subject to certain risks and uncertainties.

Upon finalization of the proposed new, three-year agreement with Santee Cooper for power at our Mt.

Holly smelter and receipt of all necessary governmental approvals, we plan to restart capacity at Mt.

Holly smelter is subject to certain risks and uncertainties.

Upon the finalization of the three-year power agreement with Santee Cooper at our Mt.

Holly smelter in early 2021, we began the process of restarting capacity at Mt.

Holly that had been previously curtailed.

The new power contract with Santee Cooper is expected to provide sufficient energy to allow the smelter to increase its current production to 75% of Mt.

This power contract with Santee

Cooper provides sufficient energy to allow the smelter to implement a restart project to increase its current production to 75% of Mt.

Holly's full production capacity.

The decision to move forward with this restart is based on certain market assumptions that are subject to risks outside of our control, specifically the LME price of aluminum, raw materials and premiums.

The profitability of this restart project is subject to certain market assumptions that are subject to risks outside of our control, specifically the LME price of aluminum, price and availability of raw materials and price levels of premiums.

Changes in these inputs may result in actual costs and returns that materially differ from the estimated costs and returns and our financial position and results of operations may be negatively affected as a result.

Changes in these inputs may

also make the Mt.

Holly restart project uneconomic and we may decide at any time not to continue to fund this investment.

Changes in these inputs may also make the Mt.

Holly restart project uneconomic and we may decide at any time not to continue to fund this investment and thereby delay or stop the restart.

There can be no assurance that we will be able to restart capacity at Mt.

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The restart of production at our Hawesville smelter is subject to certain risks and uncertainties.

We are currently in the process of a multi-year project at our Hawesville, Kentucky aluminum smelter to restart previously curtailed capacity, rebuild two potlines that we had continued to operate past their expected life cycle, and implement new technology across all production.

In early 2019, we completed the first phase of this project, which involved restarting production on the three potlines that had been curtailed since 2015 and upgrading the cell technology on these potlines.

The second phase of the project involves the rebuilding of the pots from the two potlines that had continued to operate past their expected life cycle and the implementation of certain new technology across all production.

These two potlines were taken out of production in February and September 2019, respectively.

The rebuild of the first of these potlines was completed in the second quarter of 2020.

With the restart of this potline, the Hawesville smelter is currently operating at approximately 80% production capacity.

The rebuild of the fifth and final potline at Hawesville is expected to be completed over the next several years, subject to market conditions.

The decision to continue with the Hawesville restart project is based on certain market assumptions that are subject to risks outside of our control, specifically the LME price of aluminum, raw materials and premiums.

We are currently in the process of a multi-year project at our Hawesville aluminum smelter that began in 2018 to restart previously curtailed capacity and return the plant to a production level of approximately 200,000 MT per annum (80% of capacity).

Our Hawesville facility experienced several equipment issues in late December 2020 that partially reduced the plant’s production level;

however, the process of returning to our planned operating level of 80% of capacity began in the second quarter of 2021 and is now complete.

The rebuild of the fifth and final potline is expected to be completed over the next several years subject to market conditions.

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Any delay in the completion of the project, unexpected or increased costs or inability to fund the project could have a material adverse effect on our business, financial position, results of operations and liquidity.

Increases in our raw material costs and disruptions in our supply could adversely affect our business .

Our business depends upon the adequate supply of alumina, aluminum fluoride, calcined petroleum coke, pitch, carbon anodes and cathodes and other raw materials.

For some of these production inputs, such as alumina, coke and pitch, we do not have any internal production and rely on a limited number of suppliers for all of our requirements.

The casthouse project at our Grundartangi smelter and related financing are subject to certain risks and uncertainties and we may be unable to realize the expected benefits of this project.

On November 3, 2021, we announced plans for construction of a new billet casthouse at Grundartangi.

The new value-added casthouse will have a capacity of 150,000 tonnes of billet production and is expected to start production in the first quarter of 2024.

Our ability to complete this Casthouse Project and the timing and costs of doing so are subject to various risks and certain market assumptions, many of which are beyond our control.

Changes in our inputs, whether costs or availability, may result in actual costs and returns that materially differ from the estimated costs and returns and our financial position and results of operations may be negatively affected as a result.

There can be no assurance that we will be able to complete the Casthouse Project within our projected budget and schedule.

In addition to changes in market assumptions, other unforeseen difficulties could increase the cost of the project, delay the project or render the project not feasible.

In connection with the Casthouse Project, Grundartangi entered into a Term Facility Agreement with Arion Bank hf to provide for borrowings up to $130.0 million (the “Casthouse Facility”).

Our ability to make payments on and to refinance the Casthouse Facility will depend on our ability to generate cash in the future.

Our ability to pay interest on and to repay or refinance the Casthouse Facility will depend upon our access to additional sources of liquidity and future operating performance, which is subject to general economic, financial, competitive, legislative, regulatory, business and other factors, including market prices for primary aluminum, that are beyond our control.

Accordingly, there can be no assurance that our business will generate sufficient cash flow from operations or that future borrowings will be available to us in an amount sufficient to enable us to pay debt service obligations under the Casthouse Facility.

If we are unable to meet our debt service obligations under the Casthouse Facility, it may have a material adverse effect on our business, financial position, results of operations and liquidity.

Increases in our raw material costs and disruptions in our supply of raw materials could adversely affect our business .

Our business depends upon the adequate supply of alumina, aluminum fluoride, calcined petroleum coke, pitch, carbon anodes, cathodes, alloys and other raw materials.

For some of these production inputs, such as alumina, coke, pitch and cathodes, we do not have any internal production and rely on a limited number of suppliers for all of our requirements.

Many of our supply agreements are short term or expire in the next few years.

There is no assurance that we will be able to renew such agreements on commercially favorable terms, if at all.

Certain of our principal raw materials are commodities for which, at times, availability and pricing can be volatile due to a number of factors beyond our control, including general economic conditions, domestic and worldwide demand, labor costs, competition, weather conditions and other transportation delays, major force majeure events, pandemics, tariffs, sanctions and currency exchange rates.

Because we rely on a limited number of suppliers, if our suppliers cannot meet their contracted volume commitments or other contractual requirements, it may be difficult for us to source our raw materials from alternative suppliers at commercially reasonable prices or within the time periods required by our operations.

Certain of our principal raw materials are commodities for which, at times, availability and pricing can be volatile due to a number of factors beyond our control, including general economic conditions, inflationary impacts, domestic and worldwide demand, labor costs, competition, weather conditions and other transportation delays, major force majeure events, pandemics, tariffs, sanctions and currency exchange rates.

If we are unable to source from alternative suppliers, we could be forced to curtail production or use raw materials that do not meet our requirements, which could cause inefficiencies in our operations, increase costs or impact our production capabilities, any of which could have a material adverse effect on our business, financial position, results of operations and liquidity.

We are also exposed to price risk for each of these commodities.

We are also exposed to price risk for each of these raw material commodities.

For example, the pricing under certain of our current alumina supply contracts is based on a published alumina index.

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sanctions impacting UC Rusal’s ability to supply alumina to the market, caused significant price volatility.

As a result of these events, the alumina index price reached a high of $710 per tonne in April 2018 compared to an average price of $271 per tonne for 2020 and $332 per

tonne for 2019.

As a result of these events, the alumina index price reached a high of $710 per tonne in April 2018 compared to an average price of $329 per tonne for 2021, $271 per tonne for 2020 and $332 per tonne for 2019.

From time to time, we manage our exposure to fluctuations in our alumina costs by purchasing certain of our alumina requirements under supply contracts with prices tied to the LME price of aluminum.

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The availability of our raw materials at competitive prices is critical to the profitability of our operations and increases in pricing and/or disruptions in our supply could have a material adverse effect on our business, financial position, results of operations and liquidity.

We may be unable to realize the expected benefits of our capital projects.

We may be unable to realize expected benefits of our capital projects.

From time to time, we undertake strategic capital projects in order to enhance, expand and/or upgrade our facilities and operational capabilities.

For instance, within the past several years, we have undertaken expansion projects at our Sebree, Hawesville, Grundartangi and Vlissingen facilities and are set to begin another project at Mt.

Holly upon finalization of the new power agreement.

For instance, within the past several years, we have undertaken expansion projects at each of our Sebree, Hawesville, Grundartangi, Mt.

Holly and Vlissingen facilities.

Our ability to complete these projects and the timing and costs of doing so are subject to various risks, many of which are beyond our control.

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Any failure to complete these projects, or any delays or failure to achieve the anticipated results from the implementation of any such projects, could have a material adverse effect on our business, financial condition, results of operations and liquidity.

Our failure to maintain satisfactory labor relations could adversely affect our business.

The bargaining unit employees at our Grundartangi, Hawesville, Sebree and Vlissingen facilities are represented by labor unions, representing approximately 67% of our total workforce as of December 31, 2020.

Our Grundartangi labor agreement is effective through December 31, 2024.

Our Vlissingen labor agreement e xpired on December 1, 2020.

Since such time, we have been operating under the terms of the expired agreement while we engage in negotiations regarding the terms of a new agreement.

Our Hawesville and Sebree labor agreements are scheduled to expire April 1, 2021 and October 28, 2023, respectively.

While we are hopeful to reach agreement with the labor unions to renew these agreements on acceptable terms, there is no assurance that we will be successful in doing so.

If we fail to maintain satisfactory relations with any labor union representing our employees, our labor contracts may not prevent a strike or work stoppage at any of these facilities in the future.

As part of any negotiation with a labor union, we may reach agreements with respect to future wages and benefits that may have a material adverse effect on our future business, financial condition, results of operations and liquidity.

In addition, negotiations could divert management attention or result in strikes, lock-outs or other work stoppages.

Any threatened or actual work stoppage in the future or inability to renegotiate our collective bargaining agreements could prevent or significantly impair our production capabilities subject to these collective bargaining agreements, which could have a material adverse effect on our business, financial position, results of operations and liquidity.

Certain of our raw material and services contracts contain "take-or-pay" obligations.

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Our financial position and results of operations may also be adversely affected by the market price for such materials or services as we will continue to incur costs under these contracts to meet or settle our contractual take-or-pay obligations.

If we were unable to use such materials or services in our operations or sell them at prices consistent with or greater than our contract costs, we could incur significant losses under these contracts.

If we were unable to use such materials or services in our operations or sell them at prices consistent with or greater than our contract costs, we could incur significant losses under these

In addition, these commitments may also limit our ability to take advantage of favorable changes in the market prices for such materials and may have a material adverse effect on our business, financial position, results of operations and liquidity.

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For the year ended December 31, 2021, we derived approximately 74% of our consolidated net sales from two major customers and we currently have agreements in place to sell a substantial portion of our 2022 production to these same customers.

We expect that

the rest of our 2021 customer base will remain fairly concentrated among a small number of customers under short-term contracts.

We expect that the rest of our 2022 customer base will remain fairly concentrated among a small number of customers under short-term contracts.

Business - Customer Base.

Any material non-payment or non-performance by one of these customers, a significant dispute with one of these customers, a significant downturn or deterioration in the business or financial condition of any of these customers, early termination of our sales agreement with any of these customers, or any other event significantly negatively impacting the contractual relationship with one of these customers could adversely affect our financial condition and results of operations.

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We require substantial resources to pay our operating expenses and fund our capital expenditures.

If we are unable to generate funds from our operations to pay our operating expenses and fund our capital expenditures and other obligations, our ability to continue to meet these cash requirements in the future could require substantial liquidity and access to sources of funds, including from capital and credit markets.

If funding is not available when needed, or is available only on unacceptable terms, we may be unable to respond to competitive pressures, take advantage of market opportunities or fund operations, capital expenditure or other obligations, any of which could have a material adverse effect on our business, financial position, results of operations and liquidity.

International operations expose us to political, regulatory, currency and other related risks.

We receive a significant portion of our revenues and cash flow from our operations in Iceland and the Netherlands.

These operations expose us to risks, including unexpected changes in foreign laws and regulations, political and economic instability, challenges in managing foreign operations, increased costs to adapt our systems and practices to those used in foreign countries, taxes, export duties, currency restrictions and exchange, tariffs and other trade barriers, and the burdens of complying with a wide variety of foreign laws and regulations.

Changes in foreign laws and regulations are generally beyond our ability to control, influence or predict and future adverse changes in these laws could have a material adverse effect on our business, financial position, results of operations and liquidity.

In addition, we may be exposed to fluctuations in currency exchange rates.

If we are unable to generate funds from our operations to pay our operating expenses and fund our capital expenditures and other obligations, our ability to continue to meet our cash requirements in the future could require substantial liquidity and access to sources of funds, including from financial, capital and/or credit markets.

If funding is not available when needed, or is available only on unacceptable terms, we may be unable to respond to competitive pressures, take advantage of market opportunities or fund operations, capital expenditures or other obligations, any of which could have a material adverse effect on our business, financial position, results of operations and liquidity.

International operations expose us to political, economic, regulatory, currency and other related risks which may materially adversely impact our business.

We receive a significant portion of our revenues and cash flow from our operations in Iceland and have significant operations in the Netherlands.

These international operations expose us to risks, including unexpected changes in foreign laws and regulations, political and economic instability and unrest, challenges in managing foreign operations, increased costs to adapt our systems and practices to those used in foreign countries, taxes, export duties, currency restrictions and exchange, tariffs and other trade barriers, and the burdens of complying with and monitoring a wide variety of foreign laws and regulations.

Changes in foreign laws and regulations are generally beyond our ability to control, influence or predict and future changes in these laws and regulations could have a material adverse effect on our business, financial position, results of operations and liquidity.

In addition, we may be exposed to global inflation and fluctuations in currency exchange rates.

As a result, an increase in the value of foreign currencies relative to the U.S.

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Unpredictable events may interrupt our operations, which may adversely affect our business.

Our operations may be susceptible to unpredictable events, including accidents, transportation and supply interruptions, labor disputes, equipment failure, information system breakdowns, natural disasters, dangerous weather conditions, river conditions, political unrest and other events.

Operational malfunctions or interruptions at one or more of our facilities could result in substantial losses in our production capacity, personal injury or death, damage to our properties or the properties of others, monetary losses and potential legal liability.

Our market-based power supply arrangements further increase the risk that unpredictable events could lead to changes in the price and/or availability of market power which could significantly impact the profitability and viability of our operations.

For example, extreme weather events in mid-February 2021 across the United States resulted in increases to power prices for our Kentucky plants after the occurrence of such events, which could have an adverse effect on our results in the first quarter of 2021.

Power generation curtailments, transmission line outages, or limitations on energy import capability that arise from such unpredictable events could also increase power prices, disrupt production or force a curtailment of all or part of the production at our facilities.

For example, extreme weather events in mid-February 2021 across the United States resulted in increases to power prices for our Kentucky plants after the occurrence of such events, which had an impact on our results in the first quarter of 2021.

generation curtailments, transmission line outages, or limitations on energy import capability that arise from such unpredictable events could also increase power prices, disrupt production or force a curtailment of all or part of the production at our facilities.

In addition, unpredictable events that lead to power cost increases may adversely affect our financial condition, results of operations and liquidity.

Iceland, for example, has suffered several natural disasters and extreme weather events, including significant volcanic eruptions and earthquakes which can lead to disruption in power transmission or other impacts to our operations.

rain in Iceland has and could in the future lead to low water levels in the reservoirs which has resulted and may again result in curtailments in power which is provided to our Grundartangi smelter from hydroelectric and geothermal sources.

Insufficient rain in Iceland has and could in the future lead to low water levels in the reservoirs which has resulted and may again result in curtailments in power which is provided to our Grundartangi smelter from hydroelectric and geothermal sources.

We accept delivery of necessary raw materials to our operations using public infrastructure such as river systems and seaports.

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To the extent these losses are not covered by insurance, our financial condition, results of operations and cash flows could be materially and adversely affected.

Potential exposures resulting from the February 2022 cybersecurity incident, described further below, as well as any future incidents may include substantially increased compliance costs, as well as increased costs relating to investments in computer system and security-related upgrades, with those costs potentially not recoverable under our insurance coverage.

We anticipate making continued investments to improve our security and infrastructure, which may not be recoverable under our insurance coverage.

If our system security does not sufficiently address these risks, they could have a material adverse effect on our business, results of operations and financial condition.

We engage in hedging transactions which involve risks that could have a material adverse effect on our business, financial position and liquidity.

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Utilizing liquidity to satisfy collateral margin calls may have an impact on the liquidity we have available for our operations and lead to adverse impacts on our financial position.

Quantitative and Qualitative Disclosure about Market Risk and Note 18.

Derivatives to the consolidated financial statements included herein.

Risks Related to Labor and Employees

Our failure to maintain satisfactory labor relations could adversely affect our business.

The bargaining unit employees at our Grundartangi, Hawesville, Sebree and Vlissingen facilities are represented by labor unions, representing approximately 63% of our total workforce as of December 31, 2021.

Our Grundartangi labor agreement is effective through December 31, 2024.

Our Vlissingen labor agreement is effective through November 30, 2022.

Our Hawesville and Sebree labor agreements are scheduled to expire April 1, 2026 and October 28, 2023, respectively.

While we are hopeful to reach agreement with the labor unions to renew these agreements on acceptable terms when these agreements expire, there is no assurance that we will be successful in doing so.

If we fail to maintain satisfactory relations with any labor union representing our employees, our labor contracts may not prevent a strike or work stoppage at any of these facilities in the future.

In addition, negotiations could divert management attention or result in strikes, lock-outs or other work stoppages.

Labor shortages or increased labor costs may materially adversely affect our business, financial condition and results of operations.

Our employees are integral to the success of our operations and with meeting our operational objectives.

Any impact of labor shortages or increased labor costs because of COVID-19 pandemic, increased competition for employees, unemployment levels and benefits, higher employee turnover rates or other employee benefits costs may increase our labor costs or impact our ability to operate our facilities efficiently and could have a material adverse effect on our business, results of operations, and financial condition.

Like many U.S.

businesses, we did experience increasing levels of turnover at all of our U.S.

locations in 2021 and increased labor costs.

Recruiting and retaining employees in sufficient numbers to optimize our workforce levels may result in increased labor costs which could in turn lead to a material adverse effect on our results of operations and financial position.

Risks Related to Indebtedness and Financing

A deterioration in our financial condition or credit rating could limit our ability to access the credit and capital markets on acceptable terms or to enter into hedging and financial transactions, lead to our inability to access liquidity facilities, and could adversely affect our financial condition and our business relationships.

Our credit rating has been adversely affected by unfavorable market and financial conditions.

Our existing credit rating, or any future negative actions the credit agencies may take affecting our credit rating, could expose us to significant borrowing costs and less favorable credit terms, limiting our ability to access the credit and capital markets, and have an adverse effect on our relationships with customers, suppliers and hedging counterparties.

Our credit rating has previously been adversely affected by unfavorable market and financial conditions.

A deterioration in our financial condition, our existing credit rating, or any future negative actions the credit agencies may take affecting our credit rating, could expose us to significant borrowing costs and less favorable credit terms, limiting our ability to access the credit and capital markets, and have an adverse effect on our relationships with customers, suppliers and hedging counterparties.

An inability to access the credit and capital markets when needed in order to refinance our existing debt or raise new debt or equity could have a material adverse effect on our business, financial position, results of operations and liquidity.

We may be unable to generate sufficient cash flow to meet our debt service requirements which may have a material adverse effect on our business, financial position, results of operations and liquidity.

As of December 31, 2020, we had an aggregate of approximately $315.9 million of outstanding debt (including $250.0 million aggregate principal amount of senior secured notes due July 1, 2025).

As of December 31, 2021, we had an aggregate of approximately $451.2 million of outstanding debt (including $250.0 million aggregate principal amount of our 7.5% senior secured notes due 2028 (the "2028 Notes") and $86.3 million aggregate principal amount of our convertible senior notes due 2028 (the "Convertible Notes")).

Our ability to pay interest on and to repay or refinance our debt will depend upon our access to additional sources of liquidity and future operating performance, which is subject to general economic, financial, competitive, legislative, regulatory, business and other factors, including market prices for primary aluminum, that are beyond our control.

The occurrence of unexpected and extraordinary events, such as the COVID-19 pandemic, can also create substantial uncertainty and volatility in the financial markets which may impact our ability to access capital to refinance our existing indebtedness.

If we are unable to meet our debt service obligations or fund our other liquidity needs, we could attempt to restructure or refinance our debt or seek additional equity or debt capital.

There can be no assurance that we would be able to accomplish those actions on satisfactory terms, or at

There can be no assurance that we would be able to accomplish those actions on satisfactory terms, or at all.

If we are unable to ultimately meet our debt service obligations and fund our other liquidity needs, it may have a material adverse effect on our business, financial position, results of operations and liquidity.

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In addition, these agreements may also allow us to incur certain obligations that do not constitute debt as defined in these agreements.

To the extent that we incur additional debt or such other obligations, the risks associated with our substantial debt described above, including our possible inability to service and meet our debt or other obligations, would increase.

To the extent that we incur additional debt or such other

obligations, the risks associated with our substantial debt described above, including our possible inability to service and meet our debt or other obligations, would increase.

We are subject to interest rate risk, which could adversely affect our borrowing costs, financial condition and results of operations.

Our industrial revenue bonds ("IRBs") and borrowings on our U.S.

and Iceland revolving credit facilities as well as the term loan agreement with Glencore Ltd.

pursuant to which the Company borrowed $40.0 million (the "Hawesville Term Loan") are currently at variable interest rates, and future borrowings required to fund working capital at our businesses, capital expenditures, acquisitions, or other strategic opportunities may be at variable rates, which exposes us to interest rate risk.

and Iceland revolving credit facilities as well as the Casthouse Facility are currently at variable interest rates, and future borrowings required to fund working capital at our businesses, capital expenditures, acquisitions, or other strategic opportunities may be at variable rates, which exposes us to interest rate risk.

An increase in interest rates would increase our debt service obligations under our existing debt instruments and potentially any future debt instruments, further limiting cash flow available for other uses.

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Our existing debt instruments contain various covenants that restrict the way we conduct our business and limit our ability to incur debt, pay dividends and engage in transactions such as acquisitions and investments, among other things, which may impair our ability to obtain additional liquidity and grow our business.

Any failure to comply with those covenants would likely constitute a breach under such debt instruments which may result in the acceleration of all or a substantial portion of our outstanding indebtedness and termination of commitments under our revolving credit facility.

and Iceland revolving credit facilities.

If our indebtedness is accelerated, we may be unable to repay the required amounts and our secured lenders could foreclose on any collateral securing our secured debt.

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The ability of our subsidiaries to pay dividends or make other payments or advances to us will depend on their operating results and will be subject to applicable laws and any restrictions or prohibitions on intercompany transfers by those subsidiaries contained in agreements governing the debt or other obligations of such subsidiaries.

Conversion of the Convertible Notes may dilute the ownership interest of our stockholders or may otherwise depress the price of our common stock.

The conversion of some or all of the Convertible Notes may dilute the ownership interests of our stockholders.

Upon conversion of the Convertible Notes, we have the option to pay or deliver, as the case may be, cash, shares of our common stock, or a combination of cash and shares of our common stock.

If we elect to settle our conversion obligation in shares of our common stock or a combination of cash and shares of our common stock, any sales in the public market of our common stock issuable upon such conversion could adversely affect prevailing market prices of our common stock.

In addition, the existence of the Convertible Notes may encourage short selling by market participants because the conversion of the notes could be used to satisfy short positions, or anticipated conversion of the Convertible Notes into shares of our common stock could depress the price of our common stock.

The accounting method for convertible debt securities that may be settled in cash, such as the Convertible Notes, could have a material effect on our reported financial results.

We account for the Convertible Notes in accordance with U.S.

Generally Accepted Accounting Principles, including ASC 470-20, Debt with Conversion and Other Options (“ASC 470-20”) and, where applicable, Accounting Standards Update 2020-06 (“ASU 2020-06”).

The ultimate accounting treatment may have a material effect on our net income, earnings per share (EPS) and working capital.

Volatility in these measures could adversely affect the trading price of our common stock.

If any of the conditions to the convertibility of the Convertible Notes are satisfied, then we may be required under applicable accounting standards to reclassify the liability carrying value of the Convertible Notes as a current, rather than a long-term,

This reclassification could be required even if no noteholders convert their Convertible Notes and could materially reduce our reported working capital.

We are required to report diluted earnings per share using an “if-converted” method.

Under that method, diluted earnings per share would generally be calculated assuming that all the Convertible Notes were converted solely into shares of common stock at the beginning of the reporting period, unless the result would be anti-dilutive.

The application of the if-converted method may reduce our reported diluted earnings per share.

The capped call transactions may affect the value of the notes and our common stock.

In connection with the pricing of the Convertible Notes, we entered into capped call transactions with various option counterparties.

The capped call transactions are expected generally to reduce the potential dilution to our common stock upon any conversion of Convertible Notes and/or offset any cash payments we are required to make in excess of the principal amount of converted Convertible Notes, as the case may be, with such reduction and/or offset subject to a cap.

From time to time, the option counterparties or their respective affiliates may modify their hedge positions by entering into or unwinding various derivatives with respect to our common stock and/or purchasing or selling our common stock or other securities of ours in secondary market transactions following the pricing of the notes and prior to the maturity of the notes (and are likely to do so on each exercise date for the capped call transactions, which are expected to occur on each trading day during the 20 trading day period beginning on the 21st scheduled trading day prior to the maturity date of the notes, or following any termination of any portion of the capped call transactions in connection with any repurchase, redemption or early conversion of the notes).

This activity could also cause or avoid an increase or a decrease in the market price of our common stock or the notes.

The potential effect, if any, of these transactions and activities on the market price of our common stock or the notes will depend in part on market conditions and cannot be ascertained at this time.

We do not make any representation or prediction as to the direction or magnitude of any potential effect that the transactions described above may have on the price of our common stock.

In addition, we do not make any representation that the option counterparties or their respective affiliates will engage in these transactions or that these transactions, once commenced, will not be discontinued without notice.

We are subject to counterparty risk with respect to the capped call transactions.

The option counterparties are financial institutions or affiliates of financial institutions, and we will be subject to the risk that one or more of such option counterparties may default under the capped call transactions.

Our exposure to the credit risk of the option counterparties will not be secured by any collateral.

If any option counterparty becomes subject to bankruptcy or other insolvency proceedings, with respect to such option counterparty’s obligations under the relevant capped call transaction, we will become an unsecured creditor in those proceedings with a claim equal to our exposure at that time under such transaction.

Our exposure will depend on many factors but, generally, an increase in our exposure will be positively correlated to an increase in our common stock market price and in the volatility of the market price of our common stock.

In addition, upon a default by any of the option counterparties, we may suffer adverse tax consequences and dilution with respect to our common stock.

We can provide no assurance as to the financial stability or viability of any of the option counterparties.

Risks Related to Cybersecurity

The failure of our information technology systems, network disruptions, cyber-attacks or other breaches in data security could have a material adverse effect on our business, results of operations and financial position.

We depend on our information technology systems to effectively manage significant aspects of our business including, without limitation, production process control, metal inventory management, shipping and receiving, and reporting financial and operational results.

We depend on our information technology systems to manage significant aspects of our business including, without limitation, production process control, metal inventory management, shipping and receiving, and reporting financial and operational results.

Any disruptions, delays, or deficiencies in our information systems or network connectivity could result in increased costs, disruptions in our business, and/or adversely affect our ability to timely report our financial results.

Our information technology systems are vulnerable to damage or interruption from circumstances largely beyond our control, including, without limitation, fire, natural disasters, power outages, systems failure, security breaches, and cyber-

attacks, which include viruses, malware, and ransomware attacks.

While we have disaster recovery and business continuity plans in place, if our information technology systems are damaged or interrupted for any reason, and, if the disaster recovery and business continuity plans do not effectively resolve such issues on a timely basis, we may be unable to manage or conduct our business operations, suffer reputational harm, and may be subject to governmental investigations and litigation, any of which may adversely impact our business, results of operations, cash flows and financial condition.

Cybersecurity incidents, in particular, are increasing in frequency and continue to become more sophisticated and include, but are not limited to, attempts to gain unauthorized system access to install malicious software such as ransomware or malware, direct fraudulent payments to fictitious vendors, disrupt production process control and financial systems, and release of confidential or otherwise protected information and data.

Due to the evolving nature of cybersecurity threats, the scope and impact of any incident cannot be predicted.

While the Company continually works to safeguard our systems and mitigate potential risks, there is no assurance that such actions will be sufficient to prevent cyber-attacks or security breaches that damage or interrupt access to information systems or networks, compromise confidential or otherwise protected information, destroy or corrupt data, or otherwise disrupt our operations.

While we have disaster recovery plans in place, if our information technology systems are damaged or interrupted for any reason, and, if the disaster recovery plans do not effectively resolve such issues on a timely basis, we may be unable to manage or conduct our business operations, suffer reputational harm, and may be subject to governmental investigations and litigation, any of which may adversely impact our business, results of operations, and financial condition.

Cybersecurity incidents, in particular, are increasing in frequency and continue to evolve and become more sophisticated.

Cyber security incidents may include, but are not limited to, attempts to gain unauthorized system access to install malicious software such as ransomware or malware, direct fraudulent payments to fictitious vendors, disrupt production process control and financial systems, and release of confidential or otherwise protected information and data.

In addition, during the past few years, a greater number of our employees are working remotely as a result of the COVID-19

pandemic, which may increase cybersecurity vulnerabilities and risk to our information technology systems.

On February 16, 2022, we became aware of a cybersecurity intrusion that caused a network disruption and impacted certain of our systems.

Upon detection, we took steps to address the incident, including engaging both internal resources and a team of third-party experts and are continuing to investigate and respond to this intrusion.

Due to the evolving nature and scope of cybersecurity threats, the scope and impact of any incident, including the February 16, 2022 incident, cannot be predicted, including the scope of any potential impacts on our business, financial position and results of operations.

While the Company continually works to safeguard and strengthen our information technology systems and invest in our information technology infrastructure to mitigate potential risks, there is no assurance that such actions will be sufficient to prevent cyber-attacks or security breaches that damage or interrupt access to information systems or networks, compromise confidential or otherwise protected information, destroy or corrupt data, or otherwise disrupt our operations.

In addition, we may not be able to contain a targeted cybersecurity incident to any one particular operating location.

Furthermore, although the Company does maintain insurance in its operations, such insurance may not cover all liabilities affiliated with any sort of cyber incident or security breach.

Furthermore, although the Company does maintain insurance in its operations, such insurance may not cover all liabilities and losses associated with any sort of cyber incident or security breach (including the February 2022 incident).

The occurrence of such events could negatively impact our reputation and our competitive position and could result in litigation with third parties, regulatory action, loss of business, potential liability and increased remediation costs, any of which could have a material adverse effect on our financial condition and results of operations.

Such security breaches could also result in a violation of applicable U.S.

and international

privacy and other laws and could have a material adverse effect on our business, results of operations and financial position.

and international privacy and other laws and could have a material adverse effect on our business, results of operations and financial position.

Risks Related to Legal, Regulatory and Compliance Matters

Climate change, climate change legislation or environmental regulations may adversely impact our operations.

Governmental regulatory bodies in the United States and other countries where we operate have adopted, or may in the future adopt, laws or other regulatory changes in response to the potential impacts of climate change.

Laws and regulations could have a variety of adverse effects on our business.

Governmental regulatory bodies in the United States and other countries where we operate have adopted, or may in the future adopt, laws or enact other regulatory changes in response to the potential impacts of climate change.

Such laws and regulations could have a variety of adverse effects on our business.

There is an increasing global and U.S.

regulatory focus and scrutiny on GHG emission and their potential impacts on climate change.

For example, electricity represents our single largest operating cost and the availability of electricity at competitive prices is critical to the profitability of our operations.

Some of the power we purchase in the United States is generated at coal-based power plants, which have been, and are likely to continue to be, significantly impacted by these regulations, including the Paris Agreement, which the United States re-entered on February 19, 2021.

Some of the power we purchase in the United States is generated at coal-based power plants, which have been, and are likely to continue to be, significantly impacted by these types of regulations, including the Paris Agreement, which the United States re-entered on February 19, 2021.

Any resulting increase in our operating costs could have a material adverse effect on our business, financial position, results of operations and liquidity.

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The future impact of these or other potential regulatory changes is uncertain and may be either voluntary or legislated and may impact our operations directly or indirectly through our customers or our supply chain.

We may incur increased capital expenditures resulting from compliance with such regulatory changes, increased energy costs, costs associated with a "cap and trade" system, increased insurance premiums and deductibles, a change in competitive position relative to industry peers and changes to profit or loss arising from increased or decreased demand for goods produced by us and indirectly, from changes in cost of goods sold.

We may incur increased capital expenditures resulting from compliance with such regulatory changes, increased energy costs, costs associated with a "cap and trade" system, increased insurance premiums and deductibles, carbon taxes, increased efficiency standards, incentives or mandates for use of particular types of energy, a change in competitive position relative to industry peers and changes to profit or loss arising from increased or decreased demand for goods produced by us and indirectly, from changes in cost of goods sold.

For example, "cap and trade" legislation may impose significant additional costs to our power suppliers that could lead to significant increases in our energy costs.

In addition, the potential physical impacts of climate change on our operations are highly uncertain and will be particular to the geographic circumstances.

These may include changes in rainfall patterns, shortages of water or other natural resources, changing sea levels, changing storm patterns and intensities, and

changing temperature levels.

These may include changes in rainfall patterns, shortages of water or other natural resources, changing sea levels, changing storm patterns and intensities, and changing

temperature levels.

Any adverse regulatory and physical changes may have a material adverse effect on our business, financial position, results of operations and liquidity.

We and our suppliers are subject to a variety of environmental laws and regulations that may have a material adverse effect on our business, financial position, results of operations and liquidity.

Our operations may impact the environment and our properties may have environmental contamination, which could result in material liabilities to us.

Our operations may impact the environment and our properties may have environmental contamination, which could result in material liabilities for us.

We are obligated to comply with various foreign, federal, state and other environmental laws and regulations, including the environmental laws and regulations of the United States, Iceland and the EU.

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We incur operating costs and capital expenditures on an ongoing basis to comply with applicable environmental laws and regulations.

We also are currently, and may in the future be, responsible for the cleanup of contamination at some of our current and former facilities or for the amelioration of damage to natural resources.

We also were previously, and may in the future be, responsible for the cleanup of contamination at some of our current and former facilities or for the amelioration of damage to natural resources.

Environmental laws may impose cleanup liability on owners and occupiers of contaminated property, including past or divested properties, regardless of whether the owners or occupiers caused the contamination or whether the activity that resulted in the contamination was lawful at the time it was conducted.

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Application of existing and new environmental laws and regulations to us and/or our key suppliers may have a material adverse effect on our business, financial position, results of operations and liquidity.

Our operations are subject to a variety of laws that regulate the protection of the health and safety of our employees, and changes in health and safety regulation could result in significant costs, which could have a material adverse effect on our business, financial position, results of operations and liquidity.

We are subject to various foreign, federal and state laws that regulate the protection of the health and safety of our workers.

Our operations are subject to a variety of laws that regulate the protection of the health and safety of our employees, and changes in health and safety laws and regulations could result in significant costs, which could have a material adverse effect on our business, financial position, results of operations and liquidity.

We are subject to various foreign, federal and state laws and regulations that regulate the protection of the health and safety of our workers.

Changes in existing laws, possible future laws and regulations or more restrictive interpretations of current laws and regulations by governmental authorities, could cause additional expense, capital expenditures or impose restrictions on our operations.

For example, we are subject to the requirements of the U.S.

Occupational Safety and Health Administration (“OSHA”).

On January 9, 2017, OSHA published a new standard for workplace exposure to beryllium, contained in alumina.

The new standard would, among other things, lower the permissible exposure limits and establish new requirements for respiratory protection, personal protective clothing and equipment, medical surveillance, hazard communication, and recordkeeping, among others.

Companies are required to comply with various elements of the new standard between March 2018 and March 2020;

however, we filed a petition with the U.S.

Court of Appeals for the Eighth Circuit to review the final rule and entered into negotiations with OSHA regarding certain changes to the rule and its application to us.

In September 2020, we reached an agreement with OSHA resolving this litigation and addressing all issues related to compliance with the beryllium standard.

Failure to comply with applicable laws and regulations that regulate the protection of the health and safety of our workers, including the beryllium standard, may result in enforcement actions, including orders issued by regulatory or judicial authorities causing operations to cease or be curtailed, which may require corrective measures including capital expenditures, installation of additional equipment or remedial actions.

Any such penalties, fines, sanctions or shutdowns could have a material adverse effect on our business and results of operations.

Changes in trade laws or regulation may have an adverse effect on our sales margins and profitability.

Our businesses compete in a global marketplace and are subject to international and national trade laws and regulations.

The breadth of these laws and regulations continues to expand.

Changes in trade laws or regulations may have an adverse effect on our sales margins and profitability.

Our businesses compete in a global marketplace and are subject to international and domestic trade laws and regulations.

The breadth of these laws and regulations continues to expand and evolve.

For example, both the European Union and the U.S.

import tariffs on primary aluminum from certain foreign producers.

impose import tariffs and/or quotas on primary aluminum from certain foreign producers.

Our Icelandic and U.S.

businesses are currently able to access these respective markets duty-free.

Any change to these import duties, including the granting of exemptions, a reduction in the tariff rate or a full repeal of the tariff scheme, could lessen or potentially eliminate the benefit we realize from these tariffs and could negatively impact our profitability.

These or other changes in trade laws and regulations could affect the ultimate price we receive for our products, the prices and availability of our raw materials or our ability to access certain markets and could have a material adverse effect on our business, financial position, results of operations and liquidity.

We are subject to litigation and may be subject to additional litigation in the future.

Any change to these import duties, including the granting of exemptions, a reduction in the tariff rate or a full repeal of the tariff scheme, could lessen or potentially eliminate the benefit we currently realize from these tariffs and could negatively impact our profitability.

business, financial position, results of operations and liquidity.

We are subject to litigation and legal proceedings and may be subject to additional litigation, arbitration or legal proceedings in the future.

We are currently, and may in the future become, subject to litigation, arbitration or other legal proceedings with other parties.

The outcome of such matters is often difficult to assess or quantify and the cost to defend future proceedings may be significant.

The outcome of such matters is often difficult to assess or quantify and the cost to defend future legal proceedings may be significant.

If decided adversely to us, these legal proceedings, or others that could be brought against us in the future, could have a material adverse effect on our financial position, cash flows and results of operations.

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• it may be challenging for us to manage our existing business as we integrate acquired operations;

• we may not achieve the anticipated benefits from our acquisitions.

• we may not achieve the anticipated benefits or synergies from our acquisitions.

We are subject to numerous risks following the consummation of any acquisition, including, for example, that we may incur costs and expenses associated with any unidentified or potential liabilities, we may not achieve anticipated revenue and cost benefits from the acquisitions and unforeseen difficulties may arise in integrating the acquired operations into our existing operations.

Accordingly, our past or future acquisitions might not ultimately improve our competitive position and business

prospects as anticipated and may subject us to additional liabilities that could have a material adverse effect on our business, financial position, results of operations and liquidity.

Accordingly, our past or future acquisitions might not ultimately improve our competitive position and business prospects as anticipated and may subject us to additional liabilities that could have a material adverse effect on our business, financial position, results of operations and liquidity.

Risks Related to Stock Ownership in the Company

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Glencore beneficially owns approximately 42.9% of our outstanding common stock and all of our outstanding Series A Convertible Preferred Stock.

In addition, one of our five directors is a Glencore employee.

In addition, one of our six directors is a Glencore employee.

During the year ended December 31, 2021, we derived approximately 60% of our consolidated sales from Glencore and we expect to sell a significant portion of our production to Glencore in 2022.

Century and Glencore enter into various transactions from time to time such as the purchase and sale of primary aluminum, purchase and sale of alumina, tolling agreements as well as forward financial contracts and borrowing and other debt transactions.

Century and Glencore enter into various transactions from time to time such as the purchase and sale of primary aluminum, purchase and sale of alumina and other raw materials, tolling agreements as well as forward

financial contracts and borrowing and other debt transactions.

Because of the interests described above, Glencore may have substantial influence over our business, and, to the extent of their ownership of our common stock, on the outcome of any matters submitted to our stockholders for approval.

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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 1A. Risk Factors