What the changes say
- Operational disruptions, joint venture expansion risks, and power contract updates dominate Century Aluminum's updated risk disclosures.
What changed since the prior 10-K
New
- NewRisk Related to our Industry and Business
We experienced an electrical equipment failure in October 2025 that reduced production at our Grundartangi smelter by about two-thirds, and there can be no assurance that we will be able to restore Grundartangi to full and normal operations on the time frame we currently expect
An electrical equipment failure in October 2025 reduced production at the Grundartangi smelter by about two-thirds.
- NewRisk Related to our Industry and Business
There is no assurance that we and EGA will make a final investment decision to proceed with the new smelter project, and if we do, we may not realize the anticipated benefits from the joint venture
Uncertainty surrounds whether Century and EGA will proceed with a new smelter joint venture and realize its benefits.
- NewRisk Related to our Industry and Business
The construction and operation of the new smelter joint venture project with EGA is subject to numerous risks and uncertainties
Construction and operation of the new smelter joint venture project with EGA face numerous schedule, budget, and financing risks.
Dropped
- DroppedRisk Related to our Industry and Business
Future options with respect to our Hawesville smelter remain subject to strategic review
Reworded
- 71% rewrittenRisk Related to our Industry and Business
If we fail to maintain proper and effective internal controls over financial reporting, our financial results may not be accurately reported
Updated to report that Jamalco IT general controls were remediated in 2025 while business process and consolidation control deficiencies remain.
- 53% rewrittenRisk Related to our Industry and Business
The restart of curtailed capacity at our Mt. Holly smelter is subject to certain risks and uncertainties
Updated to reflect August 2025 plans to return Mt. Holly to 100% capacity under an extended power agreement with Santee Cooper through 2031.
- 42% rewrittenRisks Related to Legal, Regulatory and Compliance Matters
Our $500 million funding from the U.S. Department of Energy (“DOE”) is subject to review and will be subject to negotiation of specific terms and contingent on our compliance with the requirements negotiated with the DOE
Updated to state that $500 million DOE funding requires substantial additional financing to build the Inola, Oklahoma smelter with EGA.
- 42% rewrittenRisks Related to Legal, Regulatory and Compliance Matters
Changes in trade laws or regulations may have an adverse effect on our sales margins and profitability
Added reference to the U.S. Supreme Court's February 20, 2026 IEEPA tariff decision regarding Section 232 aluminum tariffs.
- 37% rewrittenRisks Related to Labor and Employees
Any failure to maintain satisfactory labor relations with our employees could adversely affect our business
Union representation decreased to 55% of the workforce, Grundartangi agreement extended to 2029, and Hawesville USW labor agreement terminated in February 2026.
Was: Our failure to maintain satisfactory labor relations could adversely affect our business
- 26% rewrittenRisk Related to our Industry and Business
Jamalco is operated as an unincorporated joint venture, which may pose unique risks to its operations
Retained joint venture risk disclosures regarding partner Clarendon Alumina Production Limited at Jamalco without material structural changes.
- 26% rewrittenRisk Related to our Industry and Business
Electrical power represents one of the largest components of our cost of goods sold. As a result, the availability of electricity at competitive prices is critical to the profitability of our operations
Removed Hawesville from active market-based electricity contract descriptions following its prior curtailment.
- 23% rewrittenRisks Related to Stock Ownership in the Company
Glencore may exercise substantial influence over us, and they may have interests that differ from those of our other stockholders
Updated Glencore ownership down to 36.4% of common stock and 54.0% of consolidated sales for fiscal 2025.
- 21% rewrittenRisk Related to our Industry and Business
We may be unable to realize expected benefits of our capital projects
All 41 risk factors
Headings as the filing states them, in filing order.
Risk Related to our Industry and Business
- 01Declines in overall aluminum prices could have a material adverse effect on our business, financial condition, results of operations and cash flows
- 02Excess 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
- 03Electrical power represents one of the largest components of our cost of goods sold. As a result, the availability of electricity at competitive prices is critical to the profitability of our operations26% rewritten
- 04Loss or disruptions in our supply of power and other power-related events could adversely affect our business, financial condition or results of operations
- 05We may be unable to continue to compete successfully in the markets in which we operate
- 06Curtailment of aluminum production at our facilities could have a material adverse effect on our business, financial position, results of operations and liquidity
- 07The restart of curtailed capacity at our Mt. Holly smelter is subject to certain risks and uncertainties53% rewritten
- 08We experienced an electrical equipment failure in October 2025 that reduced production at our Grundartangi smelter by about two-thirds, and there can be no assurance that we will be able to restore Grundartangi to full and normal operations on the time frame we currently expectNew
- 09Increases in our raw material costs and disruptions in our supply of raw materials could adversely affect our business
- 10We may be unable to realize expected benefits of our capital projects21% rewritten
- 11There is no assurance that we and EGA will make a final investment decision to proceed with the new smelter project, and if we do, we may not realize the anticipated benefits from the joint ventureNew
- 12The construction and operation of the new smelter joint venture project with EGA is subject to numerous risks and uncertaintiesNew
- 13Certain of our raw material and services contracts contain "take-or-pay" obligations
- 14We have historically derived substantially all of our revenue from a small number of customers, and we could be adversely affected by the loss of a major customer or changes in the business or financial condition of our major customers
- 15We require substantial resources to pay our operating expenses and fund our capital expenditures
- 16International operations expose us to political, economic, regulatory, currency and other related risks which may materially adversely impact our business
- 17Unpredictable events may interrupt our operations, which may adversely affect our business
- 18We engage in hedging transactions which involve risks that could have a material adverse effect on our business, financial position and liquidity
- 19Our acquisition of a 55% interest in Jamalco in May 2023 substantially expanded the scope and size of our business by adding Jamalco’s bauxite mining and alumina refining operations to our existing primary aluminum production
- 20Jamalco is operated as an unincorporated joint venture, which may pose unique risks to its operations26% rewritten
- 21If we fail to maintain proper and effective internal controls over financial reporting, our financial results may not be accurately reported71% rewritten
Risks Related to Labor and Employees
- 22Any failure to maintain satisfactory labor relations with our employees could adversely affect our business37% rewritten
Risks Related to Indebtedness and Financing
- 23We 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
- 24Our substantial indebtedness or any future additional indebtedness could adversely affect our business, results of operations or financial condition
- 25We are subject to interest rate risk, which could adversely affect our borrowing costs, financial condition and results of operations
- 26Our debt instruments subject us to covenants and restrictions
- 27We depend upon intercompany transfers from our subsidiaries to meet our debt service obligations
- 28Conversion of the Convertible Notes may dilute the ownership interest of our stockholders or may otherwise depress the price of our common stock
- 29The 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
- 30The capped call transactions may affect the value of our common stock
- 31We are subject to counterparty risk with respect to the capped call transactions
Risks Related to Cybersecurity
- 32The 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
Risks Related to Legal, Regulatory and Compliance Matters
- 33Climate change, climate change legislation or environmental regulations may adversely impact our operations
- 34We 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
- 35Application of existing and new environmental laws and regulations to us may have a material adverse effect on our business, financial position, results of operations and liquidity
- 36Changes in trade laws or regulations may have an adverse effect on our sales margins and profitability42% rewritten
- 37We are subject to litigation and legal proceedings and may be subject to additional litigation, arbitration or legal proceedings in the future
- 38Our $500 million funding from the U.S. Department of Energy (“DOE”) is subject to review and will be subject to negotiation of specific terms and contingent on our compliance with the requirements negotiated with the DOE42% rewritten
- 39Our ability to utilize certain net operating loss carryforwards to offset future taxable income may be significantly limited if we experience an "ownership change" under the Internal Revenue Code
Risks Related to Acquisitions
- 40Acquisitions could disrupt our operations and harm our operating results
Risks Related to Stock Ownership in the Company
- 41Glencore may exercise substantial influence over us, and they may have interests that differ from those of our other stockholders23% rewritten
Other Century Aluminum 10-Ks
- FY2024 10-K risk factors39 risks
Aluminum price volatility and global overproduction heavily impact financial performance and operational viability. Electricity costs and power supply disruptions threaten smelting operations across facilities. Heavy customer concentration with Glencore represents a primary revenue dependency. Substantial debt obligations require significant cash flow and limit operational flexibility.
Filed Mar 03, 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.