UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
(Mark One)
For the Quarterly Period Ended
OR
For the transition period from ____ to _____
Commission File Number
(Exact name of registrant as specified in its charter)
(State or other jurisdiction of incorporation or organization) |
|
(I.R.S. Employer Identification No.) |
|
|
|
(Address of principal executive offices) |
|
(Zip Code) |
(Registrant’s telephone number, including area code)
Not applicable
(Former name, former address and former fiscal year, if changed since last report)
Securities registered pursuant to Section 12(b) of the Act:
Title of each class |
|
Trading Symbol(s) |
|
Name of each exchange on which registered |
|
|
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
☒ |
|
Accelerated filer |
☐ |
|
Non-accelerated filer |
☐ |
|
Smaller reporting company |
|
Emerging growth company |
|
|
|
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No
Indicate the number of shares outstanding of each of the registrant’s classes of stock, as of the latest practicable date.
Title or Class |
|
Outstanding Shares as of August 1, 2024 |
Common Stock, par value $0.01 per share |
|
|
Series A Convertible Preferred Stock, par value $0.01 per share |
|
TABLE OF CONTENTS
|
1 |
||
|
|
|
|
Item 1. |
|
1 |
|
|
|
|
|
Item 2. |
Management’s Discussion and Analysis of Financial Condition and Results of Operations |
|
28 |
|
|
|
|
Item 3. |
|
43 |
|
|
|
|
|
Item 4. |
|
43 |
|
|
|
|
|
|
43 |
||
|
|
|
|
Item 1. |
|
43 |
|
|
|
|
|
Item 1A. |
|
44 |
|
|
|
|
|
Item 2. |
|
45 |
|
|
|
|
|
Item 5. |
|
45 |
|
|
|
|
|
Item 6. |
|
46 |
|
|
|
|
|
|
47 |
Forward-Looking Statements
This report contains statements that relate to future events and expectations and as such constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements include those containing such words as “aims,” “ambition,” “anticipates,” “believes,” “could,” “develop,” “endeavors,” “estimates,” “expects,” “forecasts,” “goal,” “intends,” “may,” “outlook,” “potential,” “plans,” “projects,” “reach,” “seeks,” “sees,” “should,” “strive,” “targets,” “will,” “working,” “would,” or other words of similar meaning. All statements by Alcoa Corporation that reflect expectations, assumptions or projections about the future, other than statements of historical fact, are forward-looking statements, including, without limitation, statements regarding forecasts concerning global demand growth for bauxite, alumina, and aluminum, and supply/demand balances; statements, projections or forecasts of future or targeted financial results, or operating performance (including our ability to execute on strategies related to environmental, social and governance matters, such as our Green Finance Framework); statements about strategies, outlook, and business and financial prospects; and statements about capital allocation and return of capital. These statements reflect beliefs and assumptions that are based on Alcoa Corporation’s perception of historical trends, current conditions, and expected future developments, as well as other factors that management believes are appropriate in the circumstances.
Forward-looking statements are not guarantees of future performance and are subject to known and unknown risks, uncertainties, and changes in circumstances that are difficult to predict. Although Alcoa Corporation believes that the expectations reflected in any forward-looking statements are based on reasonable assumptions, it can give no assurance that these expectations will be attained and it is possible that actual results may differ materially from those indicated by these forward-looking statements due to a variety of risks and uncertainties. Such risks and uncertainties include, but are not limited to: (1) the impact of global economic conditions on the aluminum industry and aluminum end-use markets; (2) volatility and declines in aluminum and alumina demand and pricing, including global, regional, and product-specific prices, or significant changes in production costs which are linked to London Metal Exchange (LME) or other commodities; (3) the disruption of market-driven balancing of global aluminum supply and demand by non-market forces; (4) competitive and complex conditions in global markets; (5) our ability to obtain, maintain, or renew permits or approvals necessary for our mining operations; (6) rising energy costs and interruptions or uncertainty in energy supplies; (7) unfavorable changes in the cost, quality, or availability of raw materials or other key inputs, or by disruptions in the supply chain; (8) our ability to execute on our strategy to be a lower cost, competitive, and integrated aluminum production business and to realize the anticipated benefits from announced plans, programs, initiatives relating to our portfolio, capital investments, and developing technologies; (9) our ability to integrate and achieve intended results from joint ventures, other strategic alliances, and strategic business transactions; (10) economic, political, and social conditions, including the impact of trade policies and adverse industry publicity; (11) fluctuations in foreign currency exchange rates and interest rates, inflation and other economic factors in the countries in which we operate; (12) changes in tax laws or exposure to additional tax liabilities; (13) global competition within and beyond the aluminum industry; (14) our ability to obtain or maintain adequate insurance coverage; (15) disruptions in the global economy caused by ongoing regional conflicts; (16) legal proceedings, investigations, or changes in foreign and/or U.S. federal, state, or local laws, regulations, or policies; (17) climate change, climate change legislation or regulations, and efforts to reduce emissions and build operational resilience to extreme weather conditions; (18) our ability to achieve our strategies or expectations relating to environmental, social, and governance considerations; (19) claims, costs, and liabilities related to health, safety and environmental laws, regulations, and other requirements in the jurisdictions in which we operate; (20) liabilities resulting from impoundment structures, which could impact the environment or cause exposure to hazardous substances or other damage; (21) our ability to fund capital expenditures; (22) deterioration in our credit profile or increases in interest rates; (23) restrictions on our current and future operations due to our indebtedness; (24) our ability to continue to return capital to our stockholders through the payment of cash dividends and/or the repurchase of our common stock; (25) cyber attacks, security breaches, system failures, software or application vulnerabilities, or other cyber incidents; (26) labor market conditions, union disputes and other employee relations issues; (27) a decline in the liability discount rate or lower-than-expected investment returns on pension assets; and (28) the other risk factors discussed in Alcoa’s Annual Report on Form 10-K for the fiscal year ended December 31, 2023 and other reports filed by Alcoa with the SEC, including those described in this report. Alcoa cautions readers not to place undue reliance upon any such forward-looking statements, which speak only as of the date they are made. Alcoa disclaims any obligation to update publicly any forward-looking statements, whether in response to new information, future events or otherwise, except as required by applicable law. Market projections are subject to the risks described above and other risks in the market. Neither Alcoa nor any other person assumes responsibility for the accuracy and completeness of any of these forward-looking statements and none of the information contained herein should be regarded as a representation that the forward-looking statements contained herein will be achieved.
PART I – FINANCIAL INFORMATION
Item 1. Financial Statements.
Alcoa Corporation and Subsidiaries
Statement of Consolidated Operations (unaudited)
(in millions, except per-share amounts)
|
|
Second quarter ended |
|
|
Six months ended |
|
||||||||||
|
|
2024 |
|
|
2023 |
|
|
2024 |
|
|
2023 |
|
||||
Sales (E) |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Cost of goods sold (exclusive of expenses below) |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Selling, general administrative, and other expenses |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Research and development expenses |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Provision for depreciation, depletion, and amortization |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Restructuring and other charges, net (D) |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Interest expense |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Other (income) expenses, net (P) |
|
|
( |
) |
|
|
|
|
|
|
|
|
|
|||
Total costs and expenses |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Income (loss) before income taxes |
|
|
|
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
Provision for income taxes |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Net income (loss) |
|
|
|
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
Less: Net income (loss) attributable to noncontrolling interest |
|
|
|
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
NET INCOME (LOSS) ATTRIBUTABLE TO ALCOA |
|
$ |
|
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
( |
) |
|
EARNINGS PER SHARE ATTRIBUTABLE TO ALCOA |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Basic |
|
$ |
|
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
( |
) |
|
Diluted |
|
$ |
|
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
( |
) |
The accompanying notes are an integral part of the consolidated financial statements.
1
Alcoa Corporation and Subsidiaries
Statement of Consolidated Comprehensive Income (unaudited)
(in millions)
|
|
Alcoa Corporation |
|
|
Noncontrolling interest |
|
|
Total |
|
|||||||||||||||
|
|
Second quarter ended |
|
|
Second quarter ended |
|
|
Second quarter ended |
|
|||||||||||||||
|
|
2024 |
|
|
2023 |
|
|
2024 |
|
|
2023 |
|
|
2024 |
|
|
2023 |
|
||||||
Net income (loss) |
|
$ |
|
|
$ |
( |
) |
|
$ |
|
|
$ |
( |
) |
|
$ |
|
|
$ |
( |
) |
|||
Other comprehensive (loss) income, net of tax (G): |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Change in unrecognized net actuarial gain/loss |
|
|
|
|
|
|
|
|
|
|
|
( |
) |
|
|
|
|
|
|
|||||
Foreign currency translation adjustments |
|
|
( |
) |
|
|
|
|
|
( |
) |
|
|
|
|
|
( |
) |
|
|
|
|||
Net change in unrecognized gains/losses on cash |
|
|
( |
) |
|
|
|
|
|
( |
) |
|
|
|
|
|
( |
) |
|
|
|
|||
Total Other comprehensive (loss) income, net of tax |
|
|
( |
) |
|
|
|
|
|
( |
) |
|
|
|
|
|
( |
) |
|
|
|
|||
Comprehensive (loss) income |
|
$ |
( |
) |
|
$ |
|
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
|
||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
|
|
Alcoa Corporation |
|
|
Noncontrolling interest |
|
|
Total |
|
|||||||||||||||
|
|
Six months ended |
|
|
Six months ended |
|
|
Six months ended |
|
|||||||||||||||
|
|
2024 |
|
|
2023 |
|
|
2024 |
|
|
2023 |
|
|
2024 |
|
|
2023 |
|
||||||
Net loss |
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
( |
) |
Other comprehensive (loss) income, net of tax (G): |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Change in unrecognized net actuarial gain/loss |
|
|
|
|
|
|
|
|
|
|
|
( |
) |
|
|
|
|
|
|
|||||
Foreign currency translation adjustments |
|
|
( |
) |
|
|
|
|
|
( |
) |
|
|
|
|
|
( |
) |
|
|
|
|||
Net change in unrecognized gains/losses on cash |
|
|
|
|
|
|
|
|
( |
) |
|
|
|
|
|
|
|
|
|
|||||
Total Other comprehensive (loss) income, net of tax |
|
|
( |
) |
|
|
|
|
|
( |
) |
|
|
|
|
|
( |
) |
|
|
|
|||
Comprehensive (loss) income |
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
|
|
$ |
( |
) |
|
$ |
( |
) |
The accompanying notes are an integral part of the consolidated financial statements.
2
Alcoa Corporation and Subsidiaries
Consolidated Balance Sheet (unaudited)
(in millions)
|
|
June 30, |
|
|
December 31, |
|
||
ASSETS |
|
|
|
|
|
|
||
Current assets: |
|
|
|
|
|
|
||
Cash and cash equivalents (M) |
|
$ |
|
|
$ |
|
||
Receivables from customers (I) |
|
|
|
|
|
|
||
Other receivables |
|
|
|
|
|
|
||
Inventories (J) |
|
|
|
|
|
|
||
Fair value of derivative instruments (M) |
|
|
|
|
|
|
||
Prepaid expenses and other current assets |
|
|
|
|
|
|
||
Total current assets |
|
|
|
|
|
|
||
Properties, plants, and equipment |
|
|
|
|
|
|
||
Less: accumulated depreciation, depletion, and amortization |
|
|
|
|
|
|
||
Properties, plants, and equipment, net |
|
|
|
|
|
|
||
Investments (H) |
|
|
|
|
|
|
||
Deferred income taxes |
|
|
|
|
|
|
||
Fair value of derivative instruments (M) |
|
|
|
|
|
|
||
Other noncurrent assets |
|
|
|
|
|
|
||
Total assets |
|
$ |
|
|
$ |
|
||
LIABILITIES |
|
|
|
|
|
|
||
Current liabilities: |
|
|
|
|
|
|
||
Accounts payable, trade |
|
$ |
|
|
$ |
|
||
Accrued compensation and retirement costs |
|
|
|
|
|
|
||
Taxes, including income taxes |
|
|
|
|
|
|
||
Fair value of derivative instruments (M) |
|
|
|
|
|
|
||
Other current liabilities |
|
|
|
|
|
|
||
Long-term debt due within one year (K & M) |
|
|
|
|
|
|
||
Total current liabilities |
|
|
|
|
|
|
||
Long-term debt, less amount due within one year (K & M) |
|
|
|
|
|
|
||
Accrued pension benefits (L) |
|
|
|
|
|
|
||
Accrued other postretirement benefits (L) |
|
|
|
|
|
|
||
Asset retirement obligations |
|
|
|
|
|
|
||
Environmental remediation (O) |
|
|
|
|
|
|
||
Fair value of derivative instruments (M) |
|
|
|
|
|
|
||
Noncurrent income taxes |
|
|
|
|
|
|
||
Other noncurrent liabilities and deferred credits |
|
|
|
|
|
|
||
Total liabilities |
|
|
|
|
|
|
||
|
|
|
|
|
|
|||
EQUITY |
|
|
|
|
|
|
||
Alcoa Corporation shareholders’ equity: |
|
|
|
|
|
|
||
Common stock |
|
|
|
|
|
|
||
Additional capital |
|
|
|
|
|
|
||
Accumulated deficit |
|
|
( |
) |
|
|
( |
) |
Accumulated other comprehensive loss (G) |
|
|
( |
) |
|
|
( |
) |
Total Alcoa Corporation shareholders’ equity |
|
|
|
|
|
|
||
Noncontrolling interest |
|
|
|
|
|
|
||
Total equity |
|
|
|
|
|
|
||
Total liabilities and equity |
|
$ |
|
|
$ |
|
The accompanying notes are an integral part of the consolidated financial statements.
3
Alcoa Corporation and Subsidiaries
Statement of Consolidated Cash Flows (unaudited)
(in millions)
|
|
Six months ended June 30, |
|
|||||
|
|
2024 |
|
|
2023 |
|
||
CASH FROM OPERATIONS |
|
|
|
|
|
|
||
Net loss |
|
$ |
( |
) |
|
$ |
( |
) |
Adjustments to reconcile net loss to cash from operations: |
|
|
|
|
|
|
||
Depreciation, depletion, and amortization |
|
|
|
|
|
|
||
Deferred income taxes |
|
|
( |
) |
|
|
( |
) |
Equity (income) loss, net of dividends |
|
|
( |
) |
|
|
|
|
Restructuring and other charges, net (D) |
|
|
|
|
|
|
||
Net loss from investing activities – asset sales (P) |
|
|
|
|
|
|
||
Net periodic pension benefit cost (L) |
|
|
|
|
|
|
||
Stock-based compensation |
|
|
|
|
|
|
||
(Gain) loss on mark-to-market derivative financial contracts |
|
|
( |
) |
|
|
|
|
Other |
|
|
|
|
|
|
||
Changes in assets and liabilities, excluding effects of divestitures and |
|
|
|
|
|
|
||
(Increase) decrease in receivables |
|
|
( |
) |
|
|
|
|
Decrease in inventories |
|
|
|
|
|
|
||
Decrease in prepaid expenses and other current assets |
|
|
|
|
|
|
||
Decrease in accounts payable, trade |
|
|
( |
) |
|
|
( |
) |
Decrease in accrued expenses |
|
|
( |
) |
|
|
( |
) |
Increase (decrease) in taxes, including income taxes |
|
|
|
|
|
( |
) |
|
Pension contributions (L) |
|
|
( |
) |
|
|
( |
) |
Decrease (increase) in noncurrent assets |
|
|
|
|
|
( |
) |
|
Decrease in noncurrent liabilities |
|
|
( |
) |
|
|
( |
) |
CASH PROVIDED FROM (USED FOR) OPERATIONS |
|
|
|
|
|
( |
) |
|
FINANCING ACTIVITIES |
|
|
|
|
|
|
||
Additions to debt |
|
|
|
|
|
|
||
Payments on debt |
|
|
( |
) |
|
|
( |
) |
Proceeds from the exercise of employee stock options |
|
|
|
|
|
|
||
Dividends paid on Alcoa common stock |
|
|
( |
) |
|
|
( |
) |
Payments related to tax withholding on stock-based compensation awards |
|
|
( |
) |
|
|
( |
) |
Financial contributions for the divestiture of businesses (C) |
|
|
( |
) |
|
|
( |
) |
Contributions from noncontrolling interest |
|
|
|
|
|
|
||
Distributions to noncontrolling interest |
|
|
( |
) |
|
|
( |
) |
Other |
|
|
( |
) |
|
|
|
|
CASH PROVIDED FROM FINANCING ACTIVITIES |
|
|
|
|
|
|
||
INVESTING ACTIVITIES |
|
|
|
|
|
|
||
Capital expenditures |
|
|
( |
) |
|
|
( |
) |
Proceeds from the sale of assets |
|
|
|
|
|
|
||
Additions to investments |
|
|
( |
) |
|
|
( |
) |
Other |
|
|
( |
) |
|
|
|
|
CASH USED FOR INVESTING ACTIVITIES |
|
|
( |
) |
|
|
( |
) |
EFFECT OF EXCHANGE RATE CHANGES ON CASH AND CASH |
|
|
( |
) |
|
|
|
|
Net change in cash and cash equivalents and restricted cash |
|
|
|
|
|
( |
) |
|
Cash and cash equivalents and restricted cash at beginning of year |
|
|
|
|
|
|
||
CASH AND CASH EQUIVALENTS AND RESTRICTED CASH AT |
|
$ |
|
|
$ |
|
The accompanying notes are an integral part of the consolidated financial statements.
4
Alcoa Corporation and Subsidiaries
Statement of Changes in Consolidated Equity (unaudited)
(in millions)
|
Alcoa Corporation shareholders |
|
|
|
|
|
||||||||||||
|
Common |
|
Additional |
|
Accumulated deficit |
|
Accumulated |
|
Non- |
|
Total |
|
||||||
Balance at January 1, 2023 |
$ |
|
$ |
|
$ |
( |
) |
$ |
( |
) |
$ |
|
$ |
|
||||
Net loss |
|
— |
|
|
— |
|
|
( |
) |
|
— |
|
|
( |
) |
|
( |
) |
Other comprehensive (loss) income (G) |
|
— |
|
|
— |
|
|
— |
|
|
( |
) |
|
|
|
( |
) |
|
Stock-based compensation |
|
— |
|
|
|
|
— |
|
|
— |
|
|
— |
|
|
|
||
Net effect of tax withholding for compensation |
|
— |
|
|
( |
) |
|
— |
|
|
— |
|
|
— |
|
|
( |
) |
Dividends paid on Alcoa common stock |
|
— |
|
|
— |
|
|
( |
) |
|
— |
|
|
— |
|
|
( |
) |
Contributions |
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
|
|
|
||
Distributions |
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
( |
) |
|
( |
) |
Other |
|
— |
|
|
|
|
— |
|
|
— |
|
|
( |
) |
|
|
||
Balance at March 31, 2023 |
$ |
|
$ |
|
$ |
( |
) |
$ |
( |
) |
$ |
|
$ |
|
||||
Net loss |
|
— |
|
|
— |
|
|
( |
) |
|
— |
|
|
( |
) |
|
( |
) |
Other comprehensive income (G) |
|
— |
|
|
— |
|
|
— |
|
|
|
|
|
|
|
|||
Stock-based compensation |
|
— |
|
|
|
|
— |
|
|
— |
|
|
— |
|
|
|
||
Dividends paid on Alcoa common stock |
|
— |
|
|
— |
|
|
( |
) |
|
— |
|
|
— |
|
|
( |
) |
Contributions |
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
|
|
|
||
Distributions |
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
( |
) |
|
( |
) |
Balance at June 30, 2023 |
$ |
|
$ |
|
$ |
( |
) |
$ |
( |
) |
$ |
|
$ |
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Balance at January 1, 2024 |
$ |
|
$ |
|
$ |
( |
) |
$ |
( |
) |
$ |
|
$ |
|
||||
Net loss |
|
— |
|
|
— |
|
|
( |
) |
|
— |
|
|
( |
) |
|
( |
) |
Other comprehensive income (loss) (G) |
|
— |
|
|
— |
|
|
— |
|
|
|
|
( |
) |
|
( |
) |
|
Stock-based compensation |
|
— |
|
|
|
|
— |
|
|
— |
|
|
— |
|
|
|
||
Net effect of tax withholding for compensation |
|
— |
|
|
( |
) |
|
— |
|
|
— |
|
|
— |
|
|
( |
) |
Dividends paid on Alcoa common stock |
|
— |
|
|
— |
|
|
( |
) |
|
— |
|
|
— |
|
|
( |
) |
Contributions |
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
|
|
|
||
Distributions |
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
( |
) |
|
( |
) |
Other |
|
— |
|
|
|
|
— |
|
|
— |
|
|
( |
) |
|
|
||
Balance at March 31, 2024 |
$ |
|
$ |
|
$ |
( |
) |
$ |
( |
) |
$ |
|
$ |
|
||||
Net income |
|
— |
|
|
— |
|
|
|
|
— |
|
|
|
|
|
|||
Other comprehensive loss (G) |
|
— |
|
|
— |
|
|
— |
|
|
( |
) |
|
( |
) |
|
( |
) |
Stock-based compensation |
|
— |
|
|
|
|
— |
|
|
— |
|
|
— |
|
|
|
||
Dividends paid on Alcoa common stock |
|
— |
|
|
— |
|
|
( |
) |
|
— |
|
|
— |
|
|
( |
) |
Contributions |
|
— |
|