What the changes say
- Dual listing on the ASX introduces currency and schedule risks for Alcoa common stock.
What changed since the prior 10-K
New
- New
(dollars in millions, except per-metric ton and per-share amounts)
- NewIndustry and Global Market Risks
The secondary listing of the Alcoa common stock on the Australian Stock Exchange (ASX) via CDIs could lead to price variations and other impacts on the price of Alcoa common stock
Dual listing on the Australian Stock Exchange via CDIs introduces exchange rate volatility, time zone differences, and potential stock price variations.
- NewBusiness Strategy Risks
Significant declines in the market value of our marketable securities may have a material adverse effect on our results of operations should they occur
Declines in the market value of Ma’aden shares acquired in the third quarter of 2025 could negatively affect results of operations.
- NewBusiness Strategy Risks
of dividends and payments to redeem, repurchase, or retire equity securities or other indebtedness, if the Company does not maintain certain financial ratios
Payment of dividends depends on the Board of Directors considering financial position, cash flows, and legal or credit limitations.
Dropped
- DroppedIndustry and Global Market Risks
Alcoa common stock is listed as CDIs on the ASX in addition to its existing primary listing on the New York Stock Exchange (NYSE)
- DroppedBusiness Strategy Risks
As a result of financial or other difficulties, be unable or unwilling to fulfill their obligations under the joint venture, strategic alliance, or other agreements, such as contributing capital to expansion or maintenance projects
- DroppedBusiness Strategy Risks
ratios, when considering the Company’s existing debt obligations, affects and could restrict the amount of additional borrowing capacity under the Company’s Amended Revolving Credit Facility or other credit facilities, and ANHBV’s ability to make restricted payments, to make investments, and to incur indebtedness
- DroppedCybersecurity Risks
A decline in the liability discount rate, lower-than-expected investment return on pension assets, and other factors could affect our business, financial condition, results of operations, or amount of pension funding contributions in future periods
Reworded
- 96% rewrittenBusiness Strategy Risks
Specific to the notes issued by ANHBV, take any actions that would reduce our ownership of AWAC entities below an agreed level
Updated to include Alumina Pty Ltd alongside ANHBV regarding restricted payments and financial covenants.
Was: Take any actions that would reduce our ownership of AWAC entities below an agreed level
- 50% rewrittenIndustry and Global Market Risks
Market-driven balancing of global aluminum supply and demand may be disrupted by non-market forces
Added unexpected asset underperformance by industry producers as a factor affecting global aluminum supply.
- 43% rewrittenIndustry and Global Market Risks
Changes in tax laws or exposure to additional tax liabilities could affect our future profitability
Updated the status of the OECD Pillar Two global minimum tax to note it was substantially in effect in 2025 without a material impact.
- 43% rewrittenIndustry and Global Market Risks
Our operations and profitability have in the past and could in the future be impacted by rising energy costs and interruptions or uncertainty in energy supplies
Updated the San Ciprián complex disclosures to reflect the March 31, 2025 joint venture agreement with Trento EQT.
- 38% rewrittenIndustry and Global Market Risks
We have in the past and could in the future be materially adversely affected by volatility and declines in aluminum and alumina demand and prices, including global, regional, and product-specific prices, or by significant changes in production costs which are linked to LME or other commodities
Retained primary components of aluminum pricing without substantive changes.
- 36% rewrittenIndustry and Global Market Risks
Our global operations expose us to risks related to economic, political, and social conditions, including the impact of trade policies, tariffs, and adverse industry publicity, which may negatively impact our business and our ability to operate in certain locations
Removed specific reference to the U.S. government when discussing international trade policies and tariffs.
- 31% rewrittenIndustry and Global Market Risks
We have in the past been and may in the future be unable to obtain, maintain, or renew permits or approvals necessary for our mining operations, which could materially adversely affect our operations and profitability
Retained the description of complex and evolving mining permitting requirements without substantive changes.
All 29 risk factors
Headings as the filing states them, in filing order.
Other
- 01(dollars in millions, except per-metric ton and per-share amounts)New
Industry and Global Market Risks
- 02The aluminum industry and aluminum end-use markets are highly cyclical and are influenced by several factors, including global economic conditions, the Chinese market, and overall consumer confidence
- 03We have in the past and could in the future be materially adversely affected by volatility and declines in aluminum and alumina demand and prices, including global, regional, and product-specific prices, or by significant changes in production costs which are linked to LME or other commodities38% rewritten
- 04Market-driven balancing of global aluminum supply and demand may be disrupted by non-market forces50% rewritten
- 05Our participation in increasingly competitive and complex global markets exposes us to risks, including legal and regulatory risks and changes in conditions beyond our control, which could adversely affect our business, financial condition, or results of operations
- 06Unexpected events, accidents, or environmental incidents, including natural disasters
- 07We have in the past been and may in the future be unable to obtain, maintain, or renew permits or approvals necessary for our mining operations, which could materially adversely affect our operations and profitability31% rewritten
- 08Our operations and profitability have in the past and could in the future be impacted by rising energy costs and interruptions or uncertainty in energy supplies43% rewritten
- 09Our operations and profitability have been and could continue to be adversely affected by unfavorable changes in the cost, quality, or availability of raw materials or other key inputs, or by disruptions in the supply chain
- 10Our global operations expose us to risks related to economic, political, and social conditions, including the impact of trade policies, tariffs, and adverse industry publicity, which may negatively impact our business and our ability to operate in certain locations36% rewritten
- 11We may be exposed to significant legal proceedings, investigations, or changes in foreign and/or U.S. federal, state, or local laws, regulations, or policies
- 12Changes in tax laws or exposure to additional tax liabilities could affect our future profitability43% rewritten
- 13Climate change, climate change legislation or regulations, and efforts to reduce greenhouse gas (GHG) emissions and build operational resilience to extreme weather conditions may adversely impact our operations and markets
- 14Our business, financial condition, and results of operations could be adversely affected by disruptions in the global economy caused by ongoing regional conflicts
- 15We are exposed to fluctuations in foreign currency exchange rates and interest rates, as well as inflation and other economic factors in the countries in which we operate
- 16We face significant competition globally within and beyond the aluminum industry, which may have an adverse effect on profitability
- 17We may not achieve our strategies or expectations relating to environmental, social, and governance considerations, which could expose us to potential liabilities, increased costs, reputational harm, and other adverse effects on our business
- 18We are subject to a broad range of health, safety, and environmental laws, regulations, and other requirements in the jurisdictions in which we operate that may expose us to substantial claims, costs, and liabilities
- 19Our operations include impoundment structures, which could impact the environment or cause exposure to hazardous substances or other damage, which could result in material liabilities to us
- 20The secondary listing of the Alcoa common stock on the Australian Stock Exchange (ASX) via CDIs could lead to price variations and other impacts on the price of Alcoa common stockNew
- 21We may not be able to obtain or maintain adequate insurance coverage
Business Strategy Risks
- 22Significant declines in the market value of our marketable securities may have a material adverse effect on our results of operations should they occurNew
- 23Our business and growth prospects may be negatively impacted by limits on our ability to fund capital expenditures
- 24Deterioration in our credit profile or increases in interest rates could increase our costs of borrowing money and limit our access to the capital markets and commercial credit
- 25Specific to the notes issued by ANHBV, take any actions that would reduce our ownership of AWAC entities below an agreed level96% rewritten
- 26of dividends and payments to redeem, repurchase, or retire equity securities or other indebtedness, if the Company does not maintain certain financial ratiosNew
- 27Declines in asset values or increases in liabilities, including liabilities associated with benefit plans or taxes, can reduce stockholders’ equity. A deficit in stockholders’ equity could limit our ability under Delaware law to pay dividends and repurchase shares in the future
Cybersecurity Risks
- 28Union or workforce disputes or arrangements and other employee relations issues, as well as labor market conditions, could adversely affect our business, financial condition, or results of operations
- 29A significant portion of our employees are represented by labor unions or worker groups in a number of countries under various collective bargaining agreements or similar arrangements with varying durations and expiration dates
Other Alcoa 10-Ks
- FY2024 10-K risk factors29 risks
Alcoa's risk profile centers on the cyclicality and pricing volatility of aluminum, alumina, and raw material input costs. Global operations expose the company to geopolitical instability, regulatory hurdles, and complex environmental permitting and climate mandates. Financial leverage, credit ratings, and labor relations heavily constrain operational flexibility and capital allocation.
Filed Feb 20, 2025
About this page
The headings are the filing's own. The one-line readings and the overview are automated and can be wrong: read Item 1A of the 10-K for the exact wording.