What changed in this filing

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Item 1A. Risk Factors

2023-02-27 compared with 2022-02-25 · 65 added, 81 removed, 363 unchanged (29% of the section changed)

9 unchanged sentences

• Inability to compete

• Impact of Covid-19 pandemic and other future pandemics

• Resurgence of COVID-19 pandemic and impact of other future pandemics

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

8 unchanged sentences

Risks Related to Labor and Employees

• Failure to maintain labor relations

• Failure to maintain stable and productive labor relations

• Increased labor costs and labor shortages at our operations

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

The aluminum price is influenced by a number of factors, including global supply-demand balance, inventory levels, speculative activities by market participants, production activities by competitors, political and economic conditions, as well as production costs in major production regions.

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 regional or worldwide financial downturn also has the potential to adversely affect future demand and prices for aluminum.

The price of aluminum is influenced by a number of factors, including global supply-demand balance, inventory levels, speculative activities by market participants, production activities by global producers, political and economic conditions, as well as raw material and other production costs in major production regions.

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

A deterioration in global economic conditions or a regional or worldwide financial downturn may also 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.

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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.

Increases in energy costs adversely affect our business, financial position, results of operations and liquidity.

Increases in energy costs may adversely affect our business, financial position, results of operations and liquidity.

Electrical power represents one of the largest components of our cost of goods sold.

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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.

As of December 31, 2022, we have entered into contracts to fix the forward price of approximately 20% of Grundartangi's Nord Pool based power requirements for the year ending December 31, 2023.

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.

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 more than tripled from January 2021 to December 2021.

More recently, market disruptions in global energy markets related to the war in Ukraine caused significant increases in market-based power prices.

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.

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.

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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, if a restart is possible at all.

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.

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 or domestic terrorism, 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.

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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 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.

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.

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.

Public health pandemics, epidemics or similar public health threats, including any potential resurgence of COVID-19, may continue to have an adverse effect on our business, outlook, financial condition, results of operations and liquidity.

The COVID-19 pandemic continues to impact the countries, communities, supply chains and markets in which we operate, though to a generally lesser extent than during 2020-2022.

Government, business and individual responses to the COVID-19 pandemic and efforts to reduce its spread, including quarantines, travel restrictions, business closures, and mandatory stay-at-home or work-from-home orders, while largely lifted during 2022, could be reinstituted in the event novel strains or new variants prove resistant to existing vaccines.

We continue to be subject to risks arising out of the turbulence of the economic recovery associated with the COVID-19 pandemic, including inflationary pressures, which have generally increased the costs of our labor, raw materials, energy supplies and other production inputs, adversely impacting our results of operations and profitability.

Despite widespread vaccination efforts, we also remain subject to the ongoing risk that a portion of

our workforce could suffer illness or otherwise be unable to perform their ordinary work functions due to adverse developments in the COVID-19 pandemic or other infectious disease outbreak.

In addition, we have experienced, and may continue to experience, supply chain and/or operational disruptions, as our suppliers and vendors face similar challenges.

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 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 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 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.

Further, if our customers’ businesses are similarly affected, they might delay, reduce or even eliminate purchases from us.

Because the prolonged COVID-19 pandemic and resulting economic volatility continues to evolve, we cannot predict the full extent to which our businesses, results of operations, financial condition or liquidity will ultimately be impacted.

To the extent the COVID-19 pandemic adversely affects our businesses, it may also have the effect of exacerbating many of the other risks described in this ‘‘Risk Factors’’ section, any of which could have a material adverse effect on us.

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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Holly that had been previously curtailed.

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.

This power contract with Santee Cooper provides sufficient energy to allow Mt.

Holly to produce at 75% of full production capacity.

Holly restart project was completed in the second quarter of 2022.

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 and thereby delay or stop the restart.

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

Holly 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.

Our ability to finance the project could also be impacted by our cash position and results of operations.

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.

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 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.

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, price and availability of raw materials and price levels of premiums.

In the third quarter of 2022, we curtailed all operations at our Hawesville smelter.

Any potential restart of operations at the Hawesville smelter is based on 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 also make the Hawesville restart project uneconomic and we may decide at any time to discontinue the unfinished portions of the project.

There can be no assurance that we will be able to restore Hawesville to full production 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.

Our ability to finance the project could also be impacted by our cash position and results of operations.

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.

Changes in these inputs may also make the restart of Hawesville operations uneconomic.

There can be no assurance that we will be able to restore Hawesville to full production within a projected budget and schedule.

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

Our ability to finance the restart could also be impacted by our cash position and results of operations.

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

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.

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Because we sell our products based on the LME price for primary aluminum, we are not able to pass on to our customers any increased cost of raw materials that are not linked to the LME price.

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.

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 expected benefits of our capital projects.

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Our ability to achieve the anticipated increased revenues or otherwise realize acceptable returns on these investments is subject to a variety of market, operational, regulatory and labor-related factors.

For example, we are unable to realize the anticipated benefits from our recent investments in Hawesville because of the recent curtailment of that facility due to historically high energy costs and declining LME prices.

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.

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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

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.

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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We have historically derived substantially all of our consolidated net sales from a small number of customers.

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.

For the year ended December 31, 2022, we derived approximately 72% of our consolidated net sales from two major customers and we currently have agreements in place to sell a substantial portion of our 2023 production to Glencore.

We expect that the rest of our 2023 customer base will remain fairly concentrated among a small number of customers under short-term contracts.

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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 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 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.

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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.

Power generation curtailments, transmission line outages, malicious attacks on energy infrastructure 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.

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Future unpredictable events may adversely affect our ability to conduct business and may require substantial capital expenditures and operating expenses to remediate damage and restore operations at our production facilities.

Although we maintain insurance to mitigate losses resulting from such events, our coverage may not be sufficient to cover all losses, may have high deductibles or may not cover certain events at all.

Although we maintain insurance to mitigate losses resulting from such events, our coverage may not be sufficient to cover all losses, may

have high deductibles or may not cover certain events at all.

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

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

Our Vlissingen labor agreement is effective through May 31, 2024 .

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

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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.

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.

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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 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.

and Iceland revolving credit facilities as well as the Casthouse Facility and Iceland Term 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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As a holding company, our results of operations depend on the results of operations of our subsidiaries.

Moreover, our ability to meet our debt service obligations depends upon the receipt of intercompany transfers from our subsidiaries.

Moreover, our ability to meet our debt service obligations

depends upon the receipt of intercompany transfers from our subsidiaries.

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.

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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.

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.

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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.

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.

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

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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.

Such laws and

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

There is an increasing global and U.S.

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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.

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In addition, many of our key suppliers are subject to environmental laws and regulations that may affect their costs of production resulting in an increase in the price of the products that we purchase from them.

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.

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 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.

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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.

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

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Commitments and Contingencies to the consolidated financial statements included herein.

In the event of a dispute arising at our foreign operations, we may be subject to the exclusive jurisdiction of foreign courts or arbitral panels, or may not be successful in subjecting foreign persons to the jurisdiction of courts or arbitral panels in the United States.

United States.

Our inability to enforce our rights and the enforcement of rights on a prejudicial basis by foreign courts or arbitral panels could have an adverse effect on our results of operations and financial position.

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During the year ended December 31, 2022, we derived approximately 60% of our consolidated sales from Glencore and we expect to sell a significant portion of our production to Glencore in 2023.

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