What changed in this filing

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Item 1A. Risk Factors

2021-02-26 compared with 2020-02-25 · 93 added, 52 removed, 237 unchanged (38% of the section changed)

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WE ARE SUBJECT TO CHANGES IN DEMAND FOR OUR PRODUCTS.

The COVID-19 pandemic has impacted and could in the future materially and adversely affect our business.

The novel strain of the coronavirus identified in China in late 2019, and now affecting the global community, has impacted and is expected to continue to impact our operations.

The full nature and extent of the impact is highly uncertain.

Among other things, uncertainties relating to the COVID-19 pandemic include the duration of the pandemic and the actions, or perception of actions that may be taken, to contain or treat its impact by governments and others, including declarations of states of emergency, business closures, manufacturing restrictions and prolonged periods of travel, commercial and/or other similar restrictions and limitations.

Furthermore, as a result of the COVID-19 pandemic and the measures implemented to contain its spread, our customers have been, and could continue to be, negatively impacted as a result of disruption in demand, which has and could in the future negatively impact our sales and have a material adverse effect on our business, results of operations and financial condition.

Similarly, as a result of the COVID‑19 pandemic and measures implemented to contain its spread, our suppliers may not have the materials, capacity or capability to enable the manufacture of our products according to our schedule and specifications.

Because of impacts to suppliers’ operations, we may need to seek alternate suppliers, which may be more expensive, may not be available or may result in delays in shipments to us and subsequently to our customers, each of which would affect our results of operations.

The COVID-19 pandemic has also disrupted our internal operations by heightening the risk that a significant portion of our workforce will suffer illness or otherwise not be permitted or be unable to work and exposing us to cyber and other risks associated with a large number of our employees working remotely.

Certain of our facilities have experienced temporary work disruptions as a result of the COVID-19 pandemic, and we cannot predict whether our facilities will experience more significant or frequent disruptions in the future.

We may need to further reduce our workforce as a result of declines in our business caused by the COVID-19 pandemic, and any such reduction would cause us to incur costs.

Moreover, there can be no assurance that we would be able to rehire our workforce in the event our business experiences a subsequent recovery.

The impact of the COVID-19 pandemic continues to evolve, and its duration and ultimate disruption to our customers and to our supply chain, and related financial impact to us, cannot be estimated at this time.

Should such disruption continue for an extended period of time, the impact could have a more severe adverse effect on our business, results of operations and financial condition.

Additionally, weaker economic conditions generally could result in impairment in value of our tangible or intangible assets, or our ability to raise additional capital, if needed.

On March 27, 2020, President Trump signed into law the Coronavirus Aid, Relief and Economic Security Act (“CARES Act”) and on December 27, 2020 he signed a second COVID-19 pandemic relief bill (“Second CARES Act”) into law.

The CARES Act and the Second CARES Act, among other things, include provisions relating to refundable payroll tax credits, deferment of employer side social security payments, net operating loss carryback periods, alternative minimum tax credit refunds, modifications to the net interest deduction limitations and technical corrections to tax depreciation methods for qualified improvement property.

We continue to monitor the impact of these relief packages and, where there are opportunities to minimize the impact of the COVID-19 pandemic on our business and employees, we have taken action to apply or invoke these regulations.

The COVID-19 pandemic caused downturns in the commercial aerospace industry, which has adversely affected our business, and could cause additional downturns in the automotive and ground transportation industries, which would further adversely affect our business.

We derive a significant portion of our revenue from products sold to the aerospace and automotive and ground transportation industries.

Concerns regarding and measures implemented in response to pandemics of infectious disease have and could further cause changes in global travel patterns, negatively influencing demand for new commercial aircraft and other vehicles, resulting in cancellations or deferrals of orders and/or decreases in new deliveries.

Moreover, because new automotive vehicle demand is tied closely to overall economic strength, economic uncertainty and/or increased unemployment that results from the COVID-19 pandemic or measures undertaken in response could lead to weak demand for, or lower production of, new cars, light trucks, SUVs and heavy duty vehicles and trailers, which, in turn, could adversely affect demand for our products.

For example, several of our automotive customers have temporarily suspended operations in the past and could do so again in response to the COVID-19 pandemic and/or in accordance with governmental requirements.

Despite existing backlogs, adverse developments resulting from the pandemic may lead to reduced demand for our products, which could adversely affect our financial position, results of operations and cash flows.

We operate in a highly competitive industry.

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Some of our competitors are substantially larger than we are, have greater financial resources than we do, operate more facilities than we do, are geographically closer to our customers than we are, employ more efficient or advanced technologies than we do or have other strategic advantages.

Additionally, new parties may become capable of manufacturing similar products and qualifying them with our customers, which could lead to further competitive pressure.

Additionally, new parties may become capable of

manufacturing similar products and qualifying them with our customers, which could lead t o further competitive pressure.

Competitors ’ facilities located in certain other countries may have a manufacturing cost advantage compared to our facilities, which are located in the United States and Canada.

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Some foreign competitors may also dump their products in the United States and Canada in violation of existing trade laws.

We may not be able to compete by differentiating ourselves based on the quality, availability and delivery of our products or our customer service.

Additionally, we may not be able to reduce our cost structure and our selling prices to be competitive with others, and tariffs introduced to protect manufacturers in the United States and Canada from foreign price competition may not be fully effective.

We may not be able to compete by differentiating ourselves based on the quality, availability and delivery of our pr oducts or our customer service.

Addit ionally, we may not be able to reduce our cost structure and our selling prices to be competitive with others, and tariffs introduced to protect manufacturers in the United States and Canada from foreign price competition may not be fully effective.

Increased competition could cause a reduction in demand for our products and our shipment volumes, our product pricing or both shipment volumes and product pricing, which could have an adverse effect on our financial position, results of operations and cash flows.

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Additionally, while the automotive industry has continued to increase use of aluminum in vehicle production to reduce vehicle weight and increase fuel efficiency, manufacturers may revert to steel or other materials for certain applications and rely on improved drivetrain technology, more efficient engines, aerodynamics or other measures to achieve fuel efficiency goals.

The willingness of customers to use materials other than

aluminum could adversely affect the demand for our products, particularly our Aero/HS products and Automotive Extrusions, and thus could adversely affect our financial position, results of operations and cash flows.

The willingness of customers to use materials other than aluminum could adversely affect the demand for our products, particularly our Aero/HS products and Automotive Extrusions, and thus could adversely affect our financial position, results of operations and cash flows.

Our customers may reduce their demand for our products if the government relaxes fuel efficiency standards or if oil prices remain low for a protracted period of time.

Efficient use of fossil fuels partially drives demand for aluminum in transportation applications.

Environmental Protection Agency ("EPA"), other federal regulatory agencies and regulatory agencies of certain states have generally sought to limit growth of fossil fuel usage by establishing stricter fuel efficiency standards.

However, the environmental agendas of prior administrations could be reversed and previously established fuel efficiency standards could be relaxed by administrations that place less emphasis on environmental issues.

The USEPA, other federal regulatory agencies and regulatory agencies of certain states have generally sought to limit growth of fossil fuel usage by establishing stricter fuel efficiency standards.

In addition, newly elected and/or changing administrations could accelerate efforts to not only limit, but reduce, fossil fuel usage and carbon emissions beyond what may be technologically possible for certain products and manufacturing processes and revisit or reverse the environmental agendas of previous administrations with respect to previously established fuel efficiency standards.

Additionally, in periods of lower oil prices, the economic benefits of replacing older aircraft and automobiles with more fuel-efficient models are less compelling.

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We derive a significant portion of our revenue from products sold to the aerospace industry.

Notwithstanding a secular growth trend spanning nearly two decades, the aerospace industry has historically been highly cyclical.

Notwithstanding a secular growth trend spanning nearly two decades, the aerospace industry is highly cyclical.

Numerous factors that influence demand for new commercial aircraft could result in cancellations or deferrals of aircraft orders and a global decrease in new commercial aircraft deliveries.

These factors include but are not limited to:

These factors have recently included the impacts of the COVID-19 pandemic on global travel, but also include but are not limited to:

(i) declines or reduced growth trends in global travel and airline passenger traffic;

(ii) the rate of replacement of older aircraft with more fuel efficient aircraft;

(ii) the rate of replacement of older

aircraft with more fuel efficient aircraft;

(iii) changing airline strategies affecting preferences for single-aisle aircraft models as opposed to twin-aisle or jumbo aircraft models;

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(vi) concerns regarding terrorism or the threat of terrorism;

(vii) concerns regarding pandemics of infectious disease;

and (viii) safety concerns with newly introduced aircraft.

(vii) concerns regarding new pandemics of infectious disease;

and (viii) safety concerns with newly introduced and existing aircraft.

Despite existing backlogs, adverse developments in any one or more of these influencing factors may lead to reduced demand for new aircraft that utilize our products, which could adversely affect our financial position, results of operations and cash flows.

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government programs span several years, they are often funded annually, and funding is generally subject to congressional appropriations.

and foreign allied governments are faced with competing national priorities, there can be significant pressure to reduce defense spending, which could reduce the demand for our products and adversely affect our financial position, results of operations and cash flows.

and foreign allied governments are faced with competing national priorities, such as addressing financial or spending crises or public health emergencies, there can be significant pressure to reduce defense spending, which could reduce the demand for our products and adversely affect our financial position, results of operations and cash flows.

Downturns in the automotive and ground transportation industries could adversely affect our business.

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trade disputes;

the implementation of controls on imports, exports or prices;

the implementation of controls on prices, exports and/or imports, including quotas;

the implementation of other restrictions on supply chains in connection with global health pandemics;

the imposition of currency restrictions;

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Unplanned events may interrupt our production operations, which may adversely affect our business.

The production of fabricated aluminum products is subject to unplanned events such as explosions, fires, inclement weather, natural disasters, accidents, equipment failures, labor disruptions, transportation interruptions and supply interruptions.

Operational interruptions could significantly curtail the production capacity of a facility for a period of time.

We have redundant capacity and capability to produce many of our extruded products within our manufacturing platform to mitigate our

business risk from such interruptions, but interruptions at our Trentwood facility where our production of plate and sheet is concentrated, could significantly compromise our ability to meet our customers' needs.

We have redundant capacity and capability to produce many of our extruded products within our manufacturing platform to mitigate our business risk from such interruptions, but interruptions at our Trentwood facility where our production of plate and sheet is concentrated, could significantly compromise our ability to meet our customers’ needs.

Delayed delivery of our products to customers who require on-time delivery from us may cause customers to purchase alternative products at a higher cost, reschedule their own production or incur other incremental costs.

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If we are unable to fully complete these projects, if the actual costs for these projects exceed our expectations, if the start-up phase after completion is more complicated than anticipated or if the capacity and other benefits of these projects are less than anticipated, our financial position, results of operations and cash flows could be adversely affected.

We may not realize the benefits of the Warrick Rolling Mill acquisition.

Our recently announced Warrick Rolling Mill acquisition is subject to a number of closing conditions and there can be no assurance that such conditions will be satisfied or that we will be able to complete the Warrick Rolling Mill acquisition within the planned timeframe or at all.

Furthermore, completing the Warrick Rolling Mill acquisition could disrupt our business and/or dilute or adversely affect the price of our common stock.

Additional risks associated with the Warrick Rolling Mill acquisition may include:

diversion of management’s time and attention from our existing business;

challenges in managing the increased scope, geographic diversity and complexity of operations;

difficulties integrating the financial, technological and management standards, processes, procedures and controls of the acquired business with those of our existing operations;

liability for known or unknown environmental conditions or other contingent liabilities not covered by indemnification or insurance;

greater than anticipated expenditures required for compliance with environmental or other regulatory standards or for investments to improve operating results;

difficulties achieving anticipated operational improvements;

incurrence of indebtedness to finance other acquisitions or capital expenditures relating to acquired assets in the future.

If we fail to successfully integrate the Warrick Rolling Mill, we may not realize the benefits expected from the transaction and/or it may have adverse effects on our financial position, results of operations and cash flows.

WE ARE SUBJECT TO COMMODITY-RELATED PRICE FLUCTUATIONS.

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Lower aluminum prices reduce the market value of our inventory and generally cause a reduction in our accounts receivable as we pass through a lower underlying metal price to our customers.

Because the amount we can borrow under our revolving credit facility is determined by the value of our receivables and inventory, which serve as collateral for the facility, a reduction in aluminum prices can reduce our borrowing availability and our liquidity, which could have an adverse effect on our financial position, results of operations and cash flows.

Because the amount we can borrow under our revolving credit facility with Wells Fargo Bank, National Association, as administrative agent, and the other financial institutions party thereto (“Revolving Credit Facility”) is determined by the value of our receivables and inventory, which serve as collateral for the facility, a reduction in aluminum prices can reduce our borrowing availability and our liquidity, which could have an adverse effect on our financial position, results of operations and cash flows.

Our hedging programs have been and could continue to be adversely impacted by fluctuations as a result of the impacts of the COVID-19 pandemic.

We use forward contracts to protect against fluctuations in commodity price and currency exchange rate risks.

The effectiveness of these hedges depends, in part, on our ability to accurately forecast future product demand and related cash flow.

Due to the economic impacts of the COVID-19 pandemic and related governmental responses, our customers’ businesses are subject to many uncertainties and, as a result, we have experienced, and may continue to experience, unanticipated volatility in product demand and related cash flows.

When we experience such volatility or are otherwise unable to make accurate predictions with respect to our forward swaps designated as cash flow or fair value hedges, such hedging activities may become ineffective.

The early settlement, reclassification of cumulative losses and/or the periodic adjustment to fair value through Net income associated with ineffective hedging activities could have a material negative impact on our financial position, results of operations and cash flows.

Our hedging programs may limit the income and cash flows we would otherwise expect to receive if our hedging program were not in place and may otherwise affect our business.

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Covenants and events of default in our debt instruments could limit our ability to undertake certain types of transactions and adversely affect our liquidity.

Our revolving credit facility and the indenture governing our 4.625% Senior Notes due 2028 ("4.625% Senior Notes") contain a number of restrictive covenants that impose operating and financial restrictions on us and may limit our ability to engage in acts that may be in our long-term best interest, including restrictions on our ability to:

Our Revolving Credit Facility and the indentures governing our 4.625% Senior Notes due 2028 (“4.625% Senior Notes”) and 6.50% Senior Notes due 2025 (“6.50% Senior Notes”) contain a number of restrictive covenants that impose operating and financial restrictions on us and may limit our ability to engage in acts that may be in our long-term best interest, including restrictions on our ability to:

incur additional indebtedness and guarantee indebtedness;

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make loans and investments;

• sell assets;

• incur liens;

enter into transactions with affiliates;

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Our ability to meet those financial ratios and tests can be affected by events beyond our control and we may be unable to meet them.

A breach of the covenants or restrictions under our revolving credit facility or under the indenture governing the 4.625% Senior Notes could result in an event of default under the applicable indebtedness.

A breach of the covenants or restrictions under our Revolving Credit Facility or under the indentures governing the 4.625% Senior Notes and 6.50% Senior Notes could result in an event of default under the applicable indebtedness.

Such a default may allow the creditors to accelerate the related debt.

A payment default or an acceleration following an event of default under our revolving credit facility or our indenture for our 4.625% Senior Notes could trigger an event of default under the other indebtedness obligation, as well as any other debt to which a cross-acceleration or cross-default provision applies, which could result in the principal of and the accrued and unpaid interest on all such debt becoming due and payable.

A payment default or an acceleration following an event of default under our Revolving Credit Facility or our indentures for our 4.625% Senior Notes and 6.50% Senior Notes could trigger an event of default under the other indebtedness obligation, as well as any other debt to which a cross-acceleration or cross-default provision applies, which could result in the principal of and the accrued and unpaid interest on all such debt becoming due and payable.

In addition, an event of default under our Revolving Credit Facility could permit the lenders under our Revolving Credit Facility to terminate all commitments to extend further credit under that facility.

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In addition, our financial results, our level of indebtedness and our credit ratings could adversely affect the availability and terms of any additional or replacement financing.

More detailed descriptions of our revolving credit facility and the indenture governing our 4.625% Senior Notes are included in filings made by us with the SEC, along with the documents themselves, which provide the full text of these covenants.

More detailed descriptions of our Revolving Credit Facility and the indentures governing our 4.625% Senior Notes and 6.50% Senior Notes are included in filings made by us with the SEC, along with the documents themselves, which provide the full text of these covenants.

Restrictive covenants in our debt instruments contain significant qualifications and exceptions.

While our revolving credit facility and the indenture governing the 4.625% Senior Notes place limitations on our ability to pay dividends or make other distributions, repurchase or redeem capital stock, make loans and investments and incur additional indebtedness, investors should be aware that these limitations are subject to significant qualifications and exceptions.

While our Revolving Credit Facility and the indentures governing the 4.625% Senior Notes and 6.50% Senior Notes place limitations on our ability to pay dividends or make other distributions, repurchase or redeem capital stock, make loans and investments and incur additional indebtedness, investors should be aware that these limitations are subject to significant qualifications and exceptions.

The aggregate amount of payments made or incremental debt incurred in compliance with these limitations could be substantial.

As indicated above, more detailed descriptions of our revolving credit facility and the indenture governing our 4.625% Senior Notes are included in filings made by us with the SEC, along with the documents themselves, which provide the full text of these covenants.

As indicated above, more detailed descriptions of our Revolving Credit Facility and the indentures governing our 4.625% Senior Notes and 6.50% Senior Notes are included in filings made by us with the SEC, along with the documents themselves, which provide the full text of these covenants.

Servicing our debt requires a significant amount of cash and we may not have sufficient cash flow from our business to pay our debt.

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We may not be able to effect any such alternative measures, if necessary, on commercially reasonable terms or at all and, even if successful, those alternative actions may not allow us to meet our scheduled debt service obligations.

Our revolving credit facility and the indenture governing the 4.625% Senior Notes restrict our ability to dispose of assets and use the proceeds from those dispositions and

may also restrict our ability to raise debt or certain forms of equity capital to be used to repay other indebtedness when it becomes due.

Our Revolving Credit Facility and the indentures governing the 4.625% Senior Notes and 6.50% Senior Notes restrict our ability to dispose of assets and use the proceeds from those dispositions and may also restrict our

ability to raise debt or certain forms of equity capital to be used to repay other indebtedness when it becomes due.

We may not be able to consummate asset dispositions or to obtain proceeds in an amount sufficient to meet any debt service obligations then due.

If we cannot make scheduled payments on our debt, we will be in default and holders of the 4.625% Senior Notes could declare all outstanding principal and interest to be due and payable, the lenders under our revolving credit facility could terminate their commitments to loan money, the lenders could foreclose against the assets securing their borrowings and we could be forced into bankruptcy or liquidation.

If we cannot make scheduled payments on our debt, we will be in default and holders of the 4.625% Senior Notes and 6.50% Senior Notes could declare all outstanding principal and interest to be due and payable, the lenders under our Revolving Credit Facility could terminate their commitments to loan money, the lenders could foreclose against the assets securing their borrowings and we could be forced into bankruptcy or liquidation.

We are a holding company and depend on our subsidiaries for cash to meet our obligations and pay any dividends.

We are a holding company and conduct all of our operations through our subsidiaries, certain of which are not guarantors of our 4.625% Senior Notes or our revolving credit facility.

Accordingly, repayments of our 4.625% Senior Notes and amounts due under our revolving credit facility are dependent on the generation of cash flow by our subsidiaries and their ability to make such cash available to us by dividend, loan, debt repayment or otherwise.

Our subsidiaries that are not guarantors of our revolving credit facility or the 4.625% Senior Notes have no obligation to pay amounts due on the revolving credit facility or the 4.625% Senior Notes or to make funds available for that purpose.

We are a holding company and conduct all of our operations through our subsidiaries, certain of which are not guarantors of our 4.625% Senior Notes, 6.50% Senior Notes or our Revolving Credit Facility.

Accordingly, repayments of our 4.625% Senior Notes, 6.50% Senior Notes and amounts due under our Revolving Credit Facility are dependent on the generation of cash flow by our subsidiaries and their ability to make such cash available to us by dividend, loan, debt repayment or otherwise.

Our subsidiaries that are not guarantors of our 4.625% Senior Notes, 6.50% Senior Notes or the Revolving Credit Facility have no obligation to pay amounts due on the 4.625% Senior Notes, 6.50% Senior Notes or the Revolving Credit Facility or to make funds available for that purpose.

Our subsidiaries may not be able to, or may not be permitted to, make distributions to enable us to make payments in respect of our indebtedness.

Each of our subsidiaries is a distinct legal entity and, under certain circumstances, legal and contractual restrictions may limit our ability to obtain cash from our subsidiaries.

In the event that we do not receive distributions from our subsidiaries, we may be unable to make required interest and principal payments on our revolving credit facility, the 4.625% Senior Notes or other indebtedness.

In the event that we do not receive distributions from our subsidiaries, we may be unable to make required interest and principal payments on the 4.625% Senior Notes, the 6.50% Senior Notes or our Revolving Credit Facility, or other indebtedness.

Our inability to receive distributions from our subsidiaries, otherwise generate sufficient cash flows to satisfy our debt obligations or refinance our indebtedness on commercially reasonable terms, or at all, would adversely affect our financial position and results of operations.

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Employees at our Trentwood and Newark, Ohio facilities are represented by the USW under a single contract that extends through September 2025.

The USW also represents employees at five other facilities, two of which have contracts expiring in 2020.

The USW also represents employees at five other facilities, four of which have contracts expiring in 2021.

As part of any labor negotiation, the future wages, healthcare benefits and excise taxes that may result therefrom, and other benefits that we agree to, could adversely affect our future financial position, results of operations and cash flows.

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Pursuant to agreements we have with the USW, the USW has the right, subject to certain limitations, to nominate candidates which, if elected, would constitute 40% of our Board of Directors through December 31, 2025.

As a result, the directors

nominated by the USW have a significant voice in the decisions of our Board of Directors.

As a result, the directors nominated by the USW have a significant voice in the decisions of our Board of Directors.

It is possible that the USW may seek to extend the term of the agreement and its right to nominate board members beyond 2025.

WE ARE SUBJECT TO ENVIRONMENTAL-RELATED RISKS.

Environmental compliance, clean up and damage claims may decrease our cash flow and adversely affect our business.

Environmental compliance, cleanup and damage claims may decrease our cash flow and adversely affect our business.

We are subject to numerous environmental laws and regulations with respect to, among other things:

air and water emissions and discharges;

the generation, storage, treatment, transportation and disposal of solid and hazardous waste;

and the release of hazardous or toxic substances, pollutants and contaminants into the environment.

In addition to environmental laws and regulations, environmental activists, lobbyists and consumers have targeted corporations for the purported impact of their operations on the environment.

Compliance with these environmental laws or the implications of any actions by third parties are and will continue to be costly.

We have accrued and will accrue for costs that are reasonably expected to be incurred based on available information with respect to fines, penalties and expenses for alleged breaches of environmental laws and investigations and environmental clean up activities with respect to our continuing operations and certain of our former operations.

(i) air and water emissions and discharges;

(ii) the generation, storage, treatment, transportation and disposal of solid and hazardous waste;

and (iii) the release of hazardous or toxic substances, pollutants and contaminants into the environment.

In addition to environmental laws and regulations, environmental activists, lobbyists and consumers have targeted manufacturers for the purported impact of their operations on the environment.

Compliance with existing and new environmental laws and standards or the implications of any actions by third parties are and may continue to be costly.

We have accrued and will accrue for costs that are reasonably expected to be incurred based on available information with respect to fines, penalties and expenses for alleged breaches of environmental laws in connection with our existing operations and investigations and environmental cleanup activities with respect to certain of our former operations.

However, actual costs could exceed accrued amounts, perhaps significantly, and such expenditures could occur sooner than anticipated, which could adversely affect our financial position, results of operations and cash flows.

Additionally, we may be subject to new claims from governmental authorities or third parties related to alleged injuries to the environment, human health or natural resources, including claims with respect to waste disposal sites, the clean up of sites currently or formerly used by us or exposure of individuals to hazardous materials.

Additionally, we may be subject to new claims from governmental authorities or third parties related to alleged injuries to the environment, human health or natural resources, including claims with respect to waste disposal sites, the cleanup of sites currently or formerly used by us or exposure of individuals to hazardous materials.

New laws or regulations or changes to existing laws and regulations may also be enacted, including government mandated green initiatives and limitations on carbon emissions that increase the cost or complexity of compliance.

Costs related to any new investigation, clean-up or other remediation, fines or penalties, resolution of third-party claims or compliance with new or amended laws and regulations may be significant and could have an adverse effect on our financial position, results of operations and cash flows.

Costs related to any new investigation, cleanup or other remediation, fines or penalties, resolution of third-party claims or compliance with new or amended laws and regulations may be significant and could have an adverse effect on our financial position, results of operations and cash flows.

Governmental regulation relating to greenhouse gas emissions may subject us to significant new costs and restrictions on our operations .

Laws enacted by the U.S.

Congress or policies of the EPA could regulate greenhouse gas emissions through cap-and-trade systems, carbon taxes or other programs under which emitters would be required to buy allowances to offset emissions of greenhouse gas, pay carbon based taxes, make significant capital investments, alter manufacturing practices or curtail production.

Congress or policies of the USEPA could regulate greenhouse gas emissions through cap-and-trade systems, carbon taxes or other programs under which emitters would be required to buy allowances to offset emissions of greenhouse gas, pay carbon based taxes, make significant capital investments, alter manufacturing practices or curtail production.

In addition, several states, including the state of Washington, in which we have manufacturing operations, have considered and continue to consider various greenhouse gas regulation and reduction programs through legislative proposals, executive orders and ballot initiatives.

Certain of our manufacturing plants use significant amounts of electricity and natural gas and certain of our plants emit amounts of greenhouse gas above certain minimum thresholds that have or may be imposed.

Greenhouse gas regulations could restrict our access to natural gas and limit our ability to use natural gas and increase the price we pay for natural gas and electricity, any one of which could significantly increase our costs, reduce our competitiveness in the global economy or otherwise adversely affect our business, operations or financial results.

While certain of our operations, including the melting of aluminum scrap, require the use of natural gas to achieve the required temperatures, greenhouse gas regulations could restrict our access to natural gas and limit our ability to use natural gas and increase the price we pay for natural gas and electricity, any one of which could significantly increase our costs, reduce our competitiveness in the global economy or otherwise adversely affect our business, operations or financial results.

WE ARE SUBJECT TO CYBERSECURITY AND PRIVACY RISKS.

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We rely on information technology networks and systems to process, transmit and store electronic information, operate our business and communicate among our locations and with our customers, suppliers and other interested parties.

Such information technology systems are subject to interruption or damage from power outages, cyber security breaches and other types of unauthorized access and/or use, and cyberattacks in the form of computer viruses, worms, malicious computer programs, denial-of-service attacks and other illegal or illicit means.

Such information technology systems are subject to:

(i) interruption or damage from power outages;

(ii) cyber security breaches and other types of unauthorized access and/or use;

and (iii) cyberattacks in the form of computer viruses, worms, malicious computer programs, denial‑of‑service attacks and other illegal or illicit means.

Cyberattack and security breach strategies and methods continue to evolve and become more sophisticated.

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A breach in cyber security could result in manipulation and destruction of sensitive data, cause critical systems to malfunction, be damaged or shut down and lead to disruption of our operations and production downtimes, potentially for lengthy periods of time.

Theft of personal or other confidential data and sensitive proprietary information could also occur as a result of a breach in cyber security, exposing us to costs and liabilities associated with privacy and data security laws in the

jurisdictions in which we operate.

Additionally, a breach could expose us, our customers, our suppliers and our employees to risks of misuse of such information.

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In addition, our Board of Directors has authorized a stock repurchase program.

The future declaration and payment of dividends and the purchase of our shares under the repurchase program, if any, are at the discretion of the Board of Directors and will depend on a number of factors, including our financial and operating results, financial position and anticipated cash requirements.

Additionally, our revolving credit facility and the indenture for our 4.625% Senior Notes impose limitations on our ability to pay dividends and repurchase our common shares.

The future declaration and payment of dividends and the purchase of our shares under the repurchase program, if any, are at the discretion of the Board of Directors and will depend on a number of factors, including our financial and operating results, liquidity position, anticipated cash requirements and regulatory rules.

Additionally, our Revolving Credit Facility and the indentures for our 4.625% Senior Notes and 6.50% Senior Notes impose limitations on our ability to pay dividends and repurchase our common shares.

We can give no assurance that dividends will be declared and paid, that dividends will not be reduced or that purchases of our shares pursuant to our repurchase program will occur in the future.

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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