[10-Q] Alcoa Corporation Quarterly Earnings Report
- None.
- None.
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) |
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(I.R.S. Employer Identification No.) |
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(Address of principal executive offices) |
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(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 |
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Trading Symbol(s) |
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Name of each exchange on which registered |
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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.
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Accelerated filer |
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Non-accelerated filer |
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Smaller reporting company |
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Emerging growth company |
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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 |
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Outstanding Shares as of July 28, 2025 |
Common Stock, par value $0.01 per share |
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Series A Convertible Preferred Stock, par value $0.01 per share |
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TABLE OF CONTENTS
PART I – FINANCIAL INFORMATION |
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1 |
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Item 1. |
Financial Statements |
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1 |
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Item 2. |
Management’s Discussion and Analysis of Financial Condition and Results of Operations |
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31 |
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Item 3. |
Quantitative and Qualitative Disclosures About Market Risk |
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47 |
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Item 4. |
Controls and Procedures |
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47 |
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PART II – OTHER INFORMATION |
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48 |
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Item 1. |
Legal Proceedings |
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48 |
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Item 1A. |
Risk Factors |
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48 |
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Item 2. |
Unregistered Sales of Equity Securities and Use of Proceeds |
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48 |
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Item 5. |
Other Information |
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48 |
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Item 6. |
Exhibits |
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49 |
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SIGNATURES |
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50 |
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Cautionary Statement on 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); 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: (a) the impact of global economic conditions on the aluminum industry and aluminum end-use markets; (b) 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 the London Metal Exchange (LME) or other commodities; (c) the disruption of market-driven balancing of global aluminum supply and demand by non-market forces; (d) competitive and complex conditions in global markets; (e) our ability to obtain, maintain, or renew permits or approvals necessary for our mining operations; (f) rising energy costs and interruptions or uncertainty in energy supplies; (g) unfavorable changes in the cost, quality, or availability of raw materials or other key inputs, or by disruptions in the supply chain; (h) economic, political, and social conditions, including the impact of trade policies, tariffs, and adverse industry publicity; (i) legal proceedings, investigations, or changes in foreign and/or U.S. federal, state, or local laws, regulations, or policies; (j) changes in tax laws or exposure to additional tax liabilities; (k) climate change, climate change legislation or regulations, and efforts to reduce emissions and build operational resilience to extreme weather conditions; (l) disruptions in the global economy caused by ongoing regional conflicts; (m) fluctuations in foreign currency exchange rates and interest rates, inflation and other economic factors in the countries in which we operate; (n) global competition within and beyond the aluminum industry; (o) our ability to achieve our strategies or expectations relating to environmental, social, and governance considerations; (p) claims, costs, and liabilities related to health, safety and environmental laws, regulations, and other requirements in the jurisdictions in which we operate; (q) liabilities resulting from impoundment structures, which could impact the environment or cause exposure to hazardous substances or other damage; (r) dilution of the ownership position of the Company’s stockholders, price volatility, and other impacts on the price of Alcoa common stock by the secondary listing of the Alcoa common stock on the Australian Securities Exchange; (s) our ability to obtain or maintain adequate insurance coverage; (t) our ability to execute on our strategy to reduce complexity and optimize our asset portfolio and to realize the anticipated benefits from announced plans, programs, initiatives relating to our portfolio, capital investments, and developing technologies; (u) our ability to integrate and achieve intended results from joint ventures, other strategic alliances, and strategic business transactions; (v) our ability to fund capital expenditures; (w) deterioration in our credit profile or increases in interest rates; (x) impacts on our current and future operations due to our indebtedness; (y) our ability to continue to return capital to our stockholders through the payment of cash dividends and/or the repurchase of our common stock; (z) cyber attacks, security breaches, system failures, software or application vulnerabilities, or other cyber incidents; (aa) labor market conditions, union disputes and other employee relations issues; (bb) a decline in the liability discount rate or lower-than-expected investment returns on pension assets; and (cc) the other risk factors discussed in Alcoa’s Annual Report on Form 10-K for the fiscal year ended December 31, 2024 and other reports filed by Alcoa with the SEC. 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)
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Second quarter ended |
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Six months ended |
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2025 |
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2024 |
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2025 |
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2024 |
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Sales (E) |
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$ |
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$ |
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$ |
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$ |
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Cost of goods sold (exclusive of expenses below) |
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Selling, general administrative, and other expenses |
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Research and development expenses |
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Provision for depreciation, depletion, and amortization |
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Restructuring and other charges, net (D) |
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Interest expense |
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Other (income) expenses, net (P) |
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( |
) |
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( |
) |
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( |
) |
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Total costs and expenses |
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Income (loss) before income taxes |
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Provision for income taxes |
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Net income (loss) |
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( |
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Less: Net (loss) income attributable to noncontrolling interest |
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( |
) |
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( |
) |
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( |
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NET INCOME (LOSS) ATTRIBUTABLE TO ALCOA |
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$ |
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$ |
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$ |
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$ |
( |
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EARNINGS PER SHARE ATTRIBUTABLE TO ALCOA |
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Basic |
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$ |
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$ |
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$ |
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$ |
( |
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Diluted |
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$ |
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$ |
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$ |
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$ |
( |
) |
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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)
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Alcoa Corporation |
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Noncontrolling interest |
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Total |
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Second quarter ended |
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Second quarter ended |
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Second quarter ended |
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2025 |
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2024 |
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2025 |
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2024 |
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2025 |
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2024 |
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Net income (loss) |
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$ |
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$ |
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$ |
( |
) |
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$ |
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$ |
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$ |
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Other comprehensive income (loss), net of tax (G): |
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Change in unrecognized net actuarial gain/loss |
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Foreign currency translation adjustments |
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( |
) |
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( |
) |
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( |
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Net change in unrecognized gains/losses on cash |
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( |
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( |
) |
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( |
) |
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( |
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( |
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Total Other comprehensive income (loss), net of tax |
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( |
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( |
) |
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( |
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Comprehensive income (loss) |
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$ |
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$ |
( |
) |
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$ |
( |
) |
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$ |
( |
) |
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$ |
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$ |
( |
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Alcoa Corporation |
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Noncontrolling interest |
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Total |
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Six months ended |
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Six months ended |
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Six months ended |
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2025 |
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2024 |
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2025 |
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2024 |
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2025 |
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2024 |
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Net income (loss) |
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$ |
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$ |
( |
) |
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$ |
( |
) |
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$ |
( |
) |
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$ |
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$ |
( |
) |
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Other comprehensive income (loss), net of tax (G): |
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Change in unrecognized net actuarial gain/loss |
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Foreign currency translation adjustments |
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( |
) |
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( |
) |
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( |
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Net change in unrecognized gains/losses on cash |
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( |
) |
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( |
) |
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( |
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Total Other comprehensive income (loss), net of tax |
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( |
) |
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( |
) |
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( |
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Comprehensive income (loss) |
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$ |
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$ |
( |
) |
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$ |
( |
) |
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$ |
( |
) |
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$ |
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$ |
( |
) |
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The accompanying notes are an integral part of the consolidated financial statements.
2
Alcoa Corporation and Subsidiaries
Consolidated Balance Sheet (unaudited)
(in millions)
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June 30, |
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December 31, |
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ASSETS |
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Current assets: |
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Cash and cash equivalents (M) |
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$ |
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$ |
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Receivables from customers (I) |
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Other receivables |
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Inventories (J) |
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Fair value of derivative instruments (M) |
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Prepaid expenses and other current assets |
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Total current assets |
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Properties, plants, and equipment |
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Less: accumulated depreciation, depletion, and amortization |
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Properties, plants, and equipment, net |
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Investments (H) |
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Deferred income taxes |
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Fair value of derivative instruments (M) |
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Other noncurrent assets (P) |
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Total assets |
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$ |
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$ |
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LIABILITIES |
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Current liabilities: |
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Accounts payable, trade |
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$ |
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$ |
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Accrued compensation and retirement costs |
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Taxes, including income taxes |
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Fair value of derivative instruments (M) |
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Other current liabilities |
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Long-term debt due within one year (K & M) |
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Total current liabilities |
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Long-term debt, less amount due within one year (K & M) |
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Accrued pension benefits (L) |
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Accrued other postretirement benefits (L) |
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Asset retirement obligations |
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Environmental remediation (O) |
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Fair value of derivative instruments (M) |
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Noncurrent income taxes |
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Other noncurrent liabilities and deferred credits |
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Total liabilities |
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CONTINGENCIES AND COMMITMENTS (O) |
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MEZZANINE EQUITY |
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Noncontrolling interest (C) |
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EQUITY |
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Preferred stock |
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Common stock |
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Additional capital |
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Accumulated deficit |
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( |
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( |
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Accumulated other comprehensive loss (G) |
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( |
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( |
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Total equity |
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Total liabilities, mezzanine equity, and equity |
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$ |
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$ |
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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)
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Six months ended June 30, |
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2025 |
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2024 |
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CASH FROM OPERATIONS |
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Net income (loss) |
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$ |
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$ |
( |
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Adjustments to reconcile net income (loss) to cash from operations: |
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Depreciation, depletion, and amortization |
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Deferred income taxes |
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( |
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Equity income, net of dividends (H) |
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( |
) |
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( |
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Restructuring and other charges, net (D) |
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Net loss from investing activities – asset and investment sales (P) |
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Net periodic pension benefit cost (L) |
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Stock-based compensation |
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Gain on mark-to-market derivative financial contracts |
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( |
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( |
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Other |
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Changes in assets and liabilities, excluding effects of divestitures and |
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Decrease (increase) in receivables |
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( |
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(Increase) decrease in inventories |
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( |
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Decrease in prepaid expenses and other current assets |
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Decrease in accounts payable, trade |
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( |
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( |
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Decrease in accrued expenses |
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( |
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( |
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(Decrease) increase in taxes, including income taxes |
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( |
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Pension contributions (L) |
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( |
) |
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( |
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(Increase) decrease in noncurrent assets |
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( |
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Decrease in noncurrent liabilities |
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( |
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( |
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CASH PROVIDED FROM OPERATIONS |
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FINANCING ACTIVITIES |
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Additions to debt (K) |
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Payments on debt (K) |
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( |
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( |
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Dividends paid on Alcoa preferred stock |
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( |
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Dividends paid on Alcoa common stock |
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( |
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( |
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Payments related to tax withholding on stock-based compensation awards |
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( |
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( |
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Financial contributions for the divestiture of businesses (C) |
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( |
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( |
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Contributions from noncontrolling interest (C) |
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Distributions to noncontrolling interest |
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( |
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Other |
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( |
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( |
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CASH PROVIDED FROM FINANCING ACTIVITIES |
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INVESTING ACTIVITIES |
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Capital expenditures |
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( |
) |
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( |
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Proceeds from the sale of assets |
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Additions to investments |
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( |
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( |
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Sale of investments |
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Other |
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( |
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CASH USED FOR INVESTING ACTIVITIES |
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( |
) |
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( |
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EFFECT OF EXCHANGE RATE CHANGES ON CASH AND CASH |
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( |
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Net change in cash and cash equivalents and restricted cash |
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|
||
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 Mezzanine Equity and Equity (unaudited)
(in millions)
|
Mezzanine equity |
|
|
Alcoa Corporation shareholders |
|
|
|
|
|
||||||||||||||||
|
Non- |
|
|
Preferred |
|
Common |
|
Additional |
|
Accumulated deficit |
|
Accumulated |
|
Non- |
|
Total |
|
||||||||
Balance at January 1, 2024 |
$ |
— |
|
|
$ |
— |
|
$ |
|
$ |
|
$ |
( |
) |
$ |
( |
) |
$ |
|
$ |
|
||||
Net loss |
|
— |
|
|
|
— |
|
|
— |
|
|
— |
|
|
( |
) |
|
— |
|
|
( |
) |
|
( |
) |
Other comprehensive income (loss) (G) |
|
— |
|
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
|
|
( |
) |
|
( |
) |
|
Stock-based compensation |
|
— |
|
|
|
— |
|
|
— |
|
|
|
|
— |
|
|
— |
|
|
— |
|
|
|
||
Net effect of tax withholding for |
|
— |
|
|
|
— |
|
|
— |
|
|
( |
) |
|
— |
|
|
— |
|
|
— |
|
|
( |
) |
Dividends paid on Alcoa common |
|
— |
|
|
|
— |
|
|
— |
|
|
— |
|
|
( |
) |
|
— |
|
|
— |
|
|
( |
) |
Contributions |
|
— |
|
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
|
|
|
||
Distributions |
|
— |
|
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
( |
) |
|
( |
) |
Other |
|
— |
|
|
|
— |
|
|
— |
|
|
|
|
— |
|
|
— |
|
|
( |
) |
|
|
||
Balance at March 31, 2024 |
$ |
— |
|
|
$ |
— |
|
$ |
|
$ |
|
$ |
( |
) |
$ |
( |
) |
$ |
|
$ |
|
||||
Net income |
|
— |
|
|
|
— |
|
|
— |
|
|
— |
|
|
|
|
— |
|
|
|
|
|
|||
Other comprehensive loss (G) |
|
— |
|
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
( |
) |
|
( |
) |
|
( |
) |
Stock-based compensation |
|
— |
|
|
|
— |
|
|
— |
|
|
|
|
— |
|
|
— |
|
|
— |
|
|
|
||
Dividends paid on Alcoa common |
|
— |
|
|
|
— |
|
|
— |
|
|
— |
|
|
( |
) |
|
— |
|
|
— |
|
|
( |
) |
Contributions |
|
— |
|
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
|
|
|
||
Distributions |
|
— |
|
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
( |
) |
|
( |
) |
Balance at June 30, 2024 |
$ |
— |
|
|
$ |
— |
|
$ |
|
$ |
|
$ |
( |
) |
$ |
( |
) |
$ |
|
$ |
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Balance at January 1, 2025 |
$ |
|
|
$ |
— |
|
$ |
|
$ |
|
$ |
( |
) |
$ |
( |
) |
$ |
— |
|
$ |
|
||||
Net income |
|
— |
|
|
|
— |
|
|
— |
|
|
— |
|
|
|
|
— |
|
|
— |
|
|
|
||
Other comprehensive income (G) |
|
— |
|
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
|
|
— |
|
|
|
||
Stock-based compensation |
|
— |
|
|
|
— |
|
|
— |
|
|
|
|
— |
|
|
— |
|
|
— |
|
|
|
||
Net effect of tax withholding for |
|
— |
|
|
|
— |
|
|
— |
|
|
( |
) |
|
— |
|
|
— |
|
|
— |
|
|
( |
) |
Dividends paid on Alcoa preferred |
|
— |
|
|
|
— |
|
|
— |
|
|
— |
|
|
|
|
— |
|
|
— |
|
|
|
||
Dividends paid on Alcoa common |
|
— |
|
|
|
— |
|
|
— |
|
|
— |
|
|
( |
) |
|
— |
|
|
— |
|
|
( |
) |
Joint venture formation (C) |
|
|
|
|
— |
|
|
— |
|
|
( |
) |
|
— |
|
|
( |
) |
|
— |
|
|
( |
) |
|
Balance at March 31, 2025 |
$ |
|
|
$ |
— |
|
$ |
|
$ |
|
$ |
( |
) |
$ |
( |
) |
$ |
— |
|
$ |
|
||||
Net (loss) income |
|
( |
) |
|
|
— |
|
|
— |
|
|
— |
|
|
|
|
— |
|
|
— |
|
|
|
||
Other comprehensive income (G) |
|
|
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
|
|
— |
|
|
|
|||
Stock-based compensation |
|
— |
|
|
|
— |
|
|
— |
|
|
|
|
— |
|
|
— |
|
|
— |
|
|
|
||
Dividends paid on Alcoa preferred |
|
— |
|
|
|
— |
|
|
— |
|
|
— |
|
|
( |
) |
|
— |
|
|
— |
|
|
( |
) |
Dividends paid on Alcoa common |
|
— |
|
|
|
— |
|
|
— |
|
|
— |
|
|
( |
) |
|
— |
|
|
— |
|
|
( |
) |
Balance at June 30, 2025 |
$ |
|
|
$ |
— |
|
$ |
|
$ |
|
$ |
( |
) |
$ |
( |
) |
$ |
— |
|
$ |
|
||||
The accompanying notes are an integral part of the consolidated financial statements.
5
Alcoa Corporation and Subsidiaries
Notes to the Consolidated Financial Statements (unaudited)
(dollars in millions, except per-share amounts; metric tons in thousands (kmt))
A. Basis of Presentation – The interim Consolidated Financial Statements of Alcoa Corporation and its subsidiaries (Alcoa Corporation, Alcoa, or the Company) are unaudited. These Consolidated Financial Statements include all adjustments, consisting only of normal recurring adjustments, considered necessary by management to fairly state the Company’s results of operations, financial position, and cash flows. The results reported in these Consolidated Financial Statements are not necessarily indicative of the results that may be expected for the entire year. The 2024 year-end balance sheet data was derived from audited financial statements but does not include all disclosures required by accounting principles generally accepted in the United States of America (GAAP). This Quarterly Report on Form 10-Q should be read in conjunction with the Company’s Annual Report on Form 10-K for the year ended December 31, 2024, which includes disclosures required by GAAP.
In accordance with GAAP, certain situations require management to make estimates based on judgments and assumptions, which may affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements. They also may affect the reported amounts of revenues and expenses during the reporting periods. Management uses historical experience and all available information to make these estimates. Management regularly evaluates the judgments and assumptions used in its estimates, and results could differ from those estimates upon future events and their effects or new information.
Principles of Consolidation. The Consolidated Financial Statements of the Company include the accounts of Alcoa Corporation and companies in which Alcoa Corporation has a controlling interest, including those that comprise the San Ciprián joint venture (see Note C). Intercompany transactions have been eliminated. The equity method of accounting is used for investments in affiliates and other joint ventures over which the Company has significant influence but does not have effective control. Investments in affiliates in which Alcoa Corporation cannot exercise significant influence are accounted for at cost less any impairment, a measurement alternative in accordance with GAAP.
Prior to Alcoa’s acquisition of Alumina Limited on August 1, 2024 (see Note C), Alcoa consolidated its
B. Recently Adopted and Recently Issued Accounting Guidance
In November 2024, the Financial Accounting Standards Board (FASB) issued Accounting Standard Update (ASU) No. 2024-03 which requires detailed disclosures about the types of expenses (including purchases of inventory, employee compensation, depreciation, amortization, and depletion) included within commonly presented expense captions (including cost of goods sold; selling, general administrative, and other expense; and research and development expenses). The guidance is effective for annual periods beginning after December 15, 2026, and interim periods within fiscal years beginning after December 15, 2027. Early adoption is permitted. The adoption of this guidance will not have a material impact on the Company’s financial position or results of operations and will provide enhanced disclosures regarding expenses beginning in the Company’s Annual Report on Form 10-K for the year ended December 31, 2027.
In December 2023, the FASB issued ASU No. 2023-09 which includes changes to income tax disclosures, including greater disaggregation of information in the rate reconciliation and disclosure of taxes paid by jurisdiction. The guidance is effective for annual periods beginning after December 15, 2024. Early adoption is permitted. The adoption of this guidance will not have a material impact on the Company’s financial position or results of operations and will provide enhanced disclosures regarding income taxes beginning in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025.
6
C. Acquisitions and Divestitures
San Ciprián Joint Venture
On March 31, 2025, Alcoa and IGNIS Equity Holdings, SL (IGNIS EQT) entered into a joint venture agreement whereby Alcoa owns
Alcoa and IGNIS EQT contributed $
The transaction was accounted for as an equity transaction where IGNIS EQT’s noncontrolling interest was reflected as a decrease to Additional capital on the accompanying Consolidated Balance Sheet. Noncontrolling interest was measured at
Under the terms of the joint venture agreement, IGNIS EQT has a put option whereby IGNIS EQT can require Alcoa Corporation to purchase from IGNIS EQT its
Alumina Limited Acquisition
On August 1, 2024, Alcoa completed the acquisition of all of the ordinary shares of Alumina Limited (Alumina Shares) through a wholly-owned subsidiary, AAC Investments Australia 2 Pty Ltd. At acquisition, Alumina Limited held a
Earnings attributable to Alumina Limited’s ownership interest were recognized within Noncontrolling interest through July 31, 2024.
Saudi Arabia Joint Venture
On July 1, 2025, Alcoa completed the sale of its full ownership interest of
The shares of Ma’aden are subject to transfer and sale restrictions, including a restriction requiring Alcoa to hold its Ma’aden shares for a minimum of
7
Warrick Rolling Mill Divestiture
In March 2021, Alcoa completed the sale of its rolling mill located at Warrick Operations (Warrick Rolling Mill) and recorded estimated liabilities for site separation commitments.
During the second quarter and the six-month period of 2025, the Company spent $
The Company recorded charges of $
The remaining balance of $
D. Restructuring and Other Charges, Net
In the second quarter and the six-month period of 2025, Alcoa Corporation recorded Restructuring and other charges, net, of $
In the second quarter and the six-month period of 2024, Alcoa Corporation recorded Restructuring and other charges, net, of $
In June 2024, Alcoa completed the full curtailment of the Kwinana refinery, as planned, which was announced in January 2024. As of June 2025, the refinery had approximately
Alcoa Corporation does not include Restructuring and other charges, net in the results of its reportable segments. The impact of allocating such charges to segment results would have been as follows:
|
|
Second quarter ended |
|
|
Six months ended |
|
||||||||||
|
|
2025 |
|
|
2024 |
|
|
2025 |
|
|
2024 |
|
||||
Alumina |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Aluminum |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Segment total |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Corporate |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Total Restructuring and other charges, net |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
8
Activity and reserve balances for restructuring charges were as follows:
|
|
Severance |
|
|
Other |
|
|
Total |
|
|||
Balance at December 31, 2023 |
|
$ |
|
|
$ |
|
|
$ |
|
|||
Restructuring and other charges, net |
|
|
|
|
|
|
|
|
|
|||
Cash payments |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
Reversals and other |
|
|
|
|
|
( |
) |
|
|
( |
) |
|
Balance at December 31, 2024 |
|
|
|
|
|
|
|
|
|
|||
Restructuring and other charges, net |
|
|
|
|
|
( |
) |
|
|
( |
) |
|
Cash payments |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
Reversals and other |
|
|
( |
) |
|
|
|
|
|
|
||
Balance at June 30, 2025 |
|
$ |
|
|
$ |
|
|
$ |
|
|||
The activity and reserve balances include only Restructuring and other charges, net that impacted the reserves for Severance and employee termination costs and Other costs. Restructuring and other charges, net that affected other liability accounts such as Accrued pension benefits (see Note L), Asset retirement obligations, and Environmental remediation (see Note O) are excluded from the above activity and balances. Reversals and other includes reversals of previously recorded liabilities and foreign currency translation impacts.
The noncurrent portion of the reserve was $
9
E. Segment Information – Alcoa Corporation is a producer of bauxite, alumina, and aluminum products. The Company has
The operating results, capital expenditures, and assets of Alcoa Corporation’s reportable segments were as follows (differences between segment totals and consolidated amounts are in Corporate):
|
|
|
Alumina |
|
|
Aluminum |
|
|
Total |
|
|||
Second quarter ended June 30, 2025 |
|
|
|
|
|
|
|
|
|
|
|||
Sales: |
|
|
|
|
|
|
|
|
|
|
|||
Third-party sales |
|
|
$ |
|
|
$ |
|
|
$ |
|
|||
Intersegment sales |
|
|
|
|
|
|
|
|
|
|
|||
Total sales |
|
|
$ |
|
|
$ |
|
|
$ |
|
|||
Adjusted operating costs(1) |
|
|
|
|
|
|
|
|
|
|
|||
Other segment items(2) |
|
|
|
|
|
|
|
|
|
|
|||
Segment Adjusted EBITDA |
|
|
$ |
|
|
$ |
|
|
$ |
|
|||
Supplemental information: |
|
|
|
|
|
|
|
|
|
|
|||
Depreciation, depletion, and amortization |
|
|
$ |
|
|
$ |
|
|
$ |
|
|||
Equity (loss) income |
|
|
|
( |
) |
|
|
|
|
|
( |
) |
|
Capital expenditures |
|
|
|
|
|
|
|
|
|
|
|||
Second quarter ended June 30, 2024 |
|
|
|
|
|
|
|
|
|
|
|||
Sales: |
|
|
|
|
|
|
|
|
|
|
|||
Third-party sales |
|
|
$ |
|
|
$ |
|
|
$ |
|
|||
Intersegment sales |
|
|
|
|
|
|
|
|
|
|
|||
Total sales |
|
|
$ |
|
|
$ |
|
|
$ |
|
|||
Adjusted operating costs(1) |
|
|
|
|
|
|
|
|
|
|
|||
Other segment items(2) |
|
|
|
|
|
|
|
|
|
|
|||
Segment Adjusted EBITDA |
|
|
$ |
|
|
$ |
|
|
$ |
|
|||
Supplemental information: |
|
|
|
|
|
|
|
|
|
|
|||
Depreciation, depletion, and amortization |
|
|
$ |
|
|
$ |
|
|
$ |
|
|||
Equity income |
|
|
|
|
|
|
|
|
|
|
|||
Capital expenditures |
|
|
|
|
|
|
|
|
|
|
|||
10
|
|
|
Alumina |
|
|
Aluminum |
|
|
Total |
|
|||
Six months ended June 30, 2025 |
|
|
|
|
|
|
|
|
|
|
|||
Sales: |
|
|
|
|
|
|
|
|
|
|
|||
Third-party sales |
|
|
$ |
|
|
$ |
|
|
$ |
|
|||
Intersegment sales |
|
|
|
|
|
|
|
|
|
|
|||
Total sales |
|
|
$ |
|
|
$ |
|
|
$ |
|
|||
Adjusted operating costs(1) |
|
|
|
|
|
|
|
|
|
|
|||
Other segment items(2) |
|
|
|
|
|
|
|
|
|
|
|||
Segment Adjusted EBITDA |
|
|
$ |
|
|
$ |
|
|
$ |
|
|||
Supplemental information: |
|
|
|
|
|
|
|
|
|
|
|||
Depreciation, depletion, and amortization |
|
|
$ |
|
|
$ |
|
|
$ |
|
|||
Equity income (loss) |
|
|
|
|
|
|
( |
) |
|
|
|
||
Capital expenditures |
|
|
|
|
|
|
|
|
|
|
|||
Six months ended June 30, 2024 |
|
|
|
|
|
|
|
|
|
|
|||
Sales: |
|
|
|
|
|
|
|
|
|
|
|||
Third-party sales |
|
|
$ |
|
|
$ |
|
|
$ |
|
|||
Intersegment sales |
|
|
|
|
|
|
|
|
|
|
|||
Total sales |
|
|
$ |
|
|
$ |
|
|
$ |
|
|||
Adjusted operating costs(1) |
|
|
|
|
|
|
|
|
|
|
|||
Other segment items(2) |
|
|
|
|
|
|
|
|
|
|
|||
Segment Adjusted EBITDA |
|
|
$ |
|
|
$ |
|
|
$ |
|
|||
Supplemental information: |
|
|
|
|
|
|
|
|
|
|
|||
Depreciation, depletion, and amortization |
|
|
$ |
|
|
$ |
|
|
$ |
|
|||
Equity (loss) income |
|
|
|
( |
) |
|
|
|
|
|
|
||
Capital expenditures |
|
|
|
|
|
|
|
|
|
|
|||
|
|
|
Alumina |
|
|
Aluminum |
|
|
Total |
|
|||
June 30, 2025 |
|
|
|
|
|
|
|
|
|
|
|||
Assets: |
|
|
|
|
|
|
|
|
|
|
|||
Equity investments |
|
|
$ |
|
|
$ |
|
|
$ |
|
|||
Segment assets |
|
|
|
|
|
|
|
|
|
|
|||
December 31, 2024 |
|
|
|
|
|
|
|
|
|
|
|||
Assets: |
|
|
|
|
|
|
|
|
|
|
|||
Equity investments |
|
|
$ |
|
|
$ |
|
|
$ |
|
|||
Segment assets |
|
|
|
|
|
|
|
|
|
|
|||
11
The following table reconciles Total Segment Adjusted EBITDA to Consolidated net income (loss) attributable to Alcoa Corporation:
|
|
Second quarter ended |
|
|
Six months ended |
|
||||||||||
|
|
2025 |
|
|
2024 |
|
|
2025 |
|
|
2024 |
|
||||
Total Segment Adjusted EBITDA |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Unallocated amounts: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Transformation(1) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
Intersegment eliminations |
|
|
|
|
|
( |
) |
|
|
|
|
|
( |
) |
||
Corporate expenses(2) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
Provision for depreciation, depletion, and amortization |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
Restructuring and other charges, net (D) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
Interest expense |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
Other income (expenses), net (P) |
|
|
|
|
|
|
|
|
|
|
|
( |
) |
|||
Other(3) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
Consolidated income (loss) before income taxes |
|
|
|
|
|
|
|
|
|
|
|
( |
) |
|||
Provision for income taxes |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
Net loss (income) attributable to noncontrolling interest |
|
|
|
|
|
( |
) |
|
|
|
|
|
|
|||
Consolidated net income (loss) attributable to Alcoa Corporation |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
( |
) |
|||
The following table details Alcoa Corporation’s Sales by product division:
|
|
Second quarter ended |
|
|
Six months ended |
|
||||||||||
|
|
2025 |
|
|
2024 |
|
|
2025 |
|
|
2024 |
|
||||
Aluminum |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Alumina |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Bauxite |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Energy |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Other(1) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
12
F. Earnings Per Share
Basic earnings per share (EPS) is calculated using the two-class method. Under the two-class method, earnings are allocated to Alcoa common stock and preferred stock based on the pro-rata share of each class outstanding. Diluted EPS assumes the issuance of common stock for all potentially dilutive share equivalents outstanding. Diluted EPS is calculated under both the two-class and if-converted methods, and the more dilutive amount is reported.
In the second quarter and the six-month period of 2025, dividends paid on preferred stock were $
The share information used to compute basic and diluted EPS attributable to Alcoa Corporation common shareholders was as follows (shares in millions):
|
|
Second quarter ended |
|
|
Six months ended |
|
||||||||||
|
|
2025 |
|
|
2024 |
|
|
2025 |
|
|
2024 |
|
||||
Average shares outstanding – basic |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Effect of dilutive securities: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Stock options |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
Stock units |
|
|
|
|
|
|
|
|
|
|
|
— |
|
|||
Average shares outstanding – diluted |
|
|
|
|
|
|
|
|
|
|
|
|
||||
In the six-month period of 2024, basic average shares outstanding and diluted average shares outstanding were the same because the effect of potential shares of common stock was anti-dilutive. Had Alcoa generated net income in the six-month period of 2024,
13
G. Accumulated Other Comprehensive (Loss) Income
The following table details the activity of the three components that comprise Accumulated other comprehensive (loss) income for Alcoa Corporation’s shareholders and Noncontrolling interest:
|
|
Alcoa Corporation |
|
|
Noncontrolling interest |
|
||||||||||
|
|
Second quarter ended |
|
|
Second quarter ended |
|
||||||||||
|
|
2025 |
|
|
2024 |
|
|
2025 |
|
|
2024 |
|
||||
Pension and other postretirement benefits (L) |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Balance at beginning of period |
|
$ |
( |
) |
|
$ |
|
|
$ |
— |
|
|
$ |
( |
) |
|
Other comprehensive income: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Unrecognized net actuarial gain/loss and |
|
|
|
|
|
|
|
|
— |
|
|
|
|
|||
Tax benefit (expense)(2) |
|
|
|
|
|
( |
) |
|
|
— |
|
|
|
( |
) |
|
Total Other comprehensive income |
|
|
|
|
|
|
|
|
— |
|
|
|
|
|||
Amortization of net actuarial gain/loss and |
|
|
|
|
|
|
|
|
— |
|
|
|
— |
|
||
Total amount reclassified from Accumulated |
|
|
|
|
|
|
|
|
— |
|
|
|
— |
|
||
Total Other comprehensive income |
|
|
|
|
|
|
|
|
— |
|
|
|
|
|||
Balance at end of period |
|
$ |
|
|
$ |
|
|
$ |
— |
|
|
$ |
( |
) |
||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Foreign currency translation |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Balance at beginning of period |
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
— |
|
|
$ |
( |
) |
Other comprehensive income (loss) |
|
|
|
|
|
( |
) |
|
|
|
|
|
( |
) |
||
Balance at end of period |
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
|
|
$ |
( |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Cash flow hedges (M) |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Balance at beginning of period |
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
— |
|
|
$ |
— |
|
Other comprehensive loss: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Net change from periodic revaluations |
|
|
( |
) |
|
|
( |
) |
|
|
— |
|
|
|
— |
|
Tax benefit(2) |
|
|
|
|
|
|
|
|
— |
|
|
|
— |
|
||
Total Other comprehensive loss |
|
|
( |
) |
|
|
( |
) |
|
|
— |
|
|
|
— |
|
Net amount reclassified to earnings: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Aluminum contracts(3) |
|
|
|
|
|
|
|
|
— |
|
|
|
— |
|
||
Financial contracts(4) |
|
|
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
Interest rate contracts(5) |
|
|
— |
|
|
|
( |
) |
|
|
— |
|
|
|
( |
) |
Sub-total |
|
|
|
|
|
|
|
|
— |
|
|
|
( |
) |
||
Tax expense(2) |
|
|
( |
) |
|
|
( |
) |
|
|
— |
|
|
|
— |
|
Total amount reclassified from Accumulated |
|
|
|
|
|
|
|
|
— |
|
|
|
( |
) |
||
Total Other comprehensive loss |
|
|
( |
) |
|
|
( |
) |
|
|
— |
|
|
|
( |
) |
Balance at end of period |
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
— |
|
|
$ |
( |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Total Accumulated other comprehensive (loss) income |
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
|
|
$ |
( |
) |
|
14
|
|
Alcoa Corporation |
|
|
Noncontrolling interest |
|
||||||||||
|
|
Six months ended |
|
|
Six months ended |
|
||||||||||
|
|
2025 |
|
|
2024 |
|
|
2025 |
|
|
2024 |
|
||||
Pension and other postretirement benefits (L) |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Balance at beginning of period |
|
$ |
( |
) |
|
$ |
— |
|
|
$ |
— |
|
|
$ |
( |
) |
Other comprehensive income: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Unrecognized net actuarial gain/loss and |
|
|
— |
|
|
|
|
|
|
— |
|
|
|
|
||
Tax benefit (expense)(2) |
|
|
|
|
|
( |
) |
|
|
— |
|
|
|
( |
) |
|
Total Other comprehensive income |
|
|
|
|
|
|
|
|
— |
|
|
|
|
|||
Amortization of net actuarial gain/loss and |
|
|
|
|
|
|
|
|
— |
|
|
|
|
|||
Total amount reclassified from Accumulated |
|
|
|
|
|
|
|
|
— |
|
|
|
|
|||
Total Other comprehensive income |
|
|
|
|
|
|
|
|
— |
|
|
|
|
|||
Balance at end of period |
|
$ |
|
|
$ |
|
|
$ |
— |
|
|
$ |
( |
) |
||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Foreign currency translation |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Balance at beginning of period |
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
— |
|
|
$ |
( |
) |
Other comprehensive income (loss) |
|
|
|
|
|
( |
) |
|
|
|
|
|
( |
) |
||
Joint venture formation (C) |
|
|
( |
) |
|
|
— |
|
|
|
— |
|
|
|
— |
|
Balance at end of period |
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
|
|
$ |
( |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Cash flow hedges (M) |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Balance at beginning of period |
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
— |
|
|
$ |
— |
|
Other comprehensive (loss) income: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Net change from periodic revaluations |
|
|
( |
) |
|
|
( |
) |
|
|
— |
|
|
|
— |
|
Tax benefit(2) |
|
|
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
Total Other comprehensive loss |
|
|
( |
) |
|
|
( |
) |
|
|
— |
|
|
|
— |
|
Net amount reclassified to earnings: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Aluminum contracts(3) |
|
|
|
|
|
|
|
|
— |
|
|
|
— |
|
||
Financial contracts(4) |
|
|
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
Interest rate contracts(5) |
|
|
— |
|
|
|
( |
) |
|
|
— |
|
|
|
( |
) |
Foreign exchange contracts(3) |
|
|
|
|
|
( |
) |
|
|
— |
|
|
|
— |
|
|
Sub-total |
|
|
|
|
|
|
|
|
— |
|
|
|
( |
) |
||
Tax expense(2) |
|
|
( |
) |
|
|
( |
) |
|
|
— |
|
|
|
— |
|
Total amount reclassified from Accumulated |
|
|
|
|
|
|
|
|
— |
|
|
|
( |
) |
||
Total Other comprehensive (loss) income |
|
|
( |
) |
|
|
|
|
|
— |
|
|
|
( |
) |
|
Balance at end of period |
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
— |
|
|
$ |
( |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Total Accumulated other comprehensive (loss) income |
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
|
|
$ |
( |
) |
|
15
H. Investments –
Second quarter ended June 30, 2025 |
|
Saudi Arabia |
|
|
Mining |
|
|
Energy |
|
|
Other |
|
||||
Sales |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Cost of goods sold |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Net (loss) income |
|
|
( |
) |
|
|
|
|
|
|
|
|
( |
) |
||
Equity in net (loss) income of affiliated companies, |
|
|
( |
) |
|
|
|
|
|
|
|
|
( |
) |
||
Other |
|
|
( |
) |
|
|
( |
) |
|
|
|
|
|
|
||
Alcoa Corporation’s equity in net (loss) income of |
|
|
( |
) |
|
|
|
|
|
|
|
|
( |
) |
||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Second quarter ended June 30, 2024 |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Sales |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Cost of goods sold |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Net income (loss) |
|
|
|
|
|
|
|
|
|
|
|
( |
) |
|||
Equity in net income (loss) of affiliated companies, |
|
|
|
|
|
|
|
|
|
|
|
( |
) |
|||
Other |
|
|
( |
) |
|
|
|
|
|
|
|
|
|
|||
Alcoa Corporation’s equity in net income of |
|
|
|
|
|
|
|
|
|
|
|
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Six months ended June 30, 2025 |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Sales |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Cost of goods sold |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Net income (loss) |
|
|
|
|
|
|
|
|
|
|
|
( |
) |
|||
Equity in net income (loss) of affiliated companies, |
|
|
|
|
|
|
|
|
|
|
|
( |
) |
|||
Other |
|
|
|
|
|
( |
) |
|
|
|
|
|
( |
) |
||
Alcoa Corporation’s equity in net income (loss) of |
|
|
|
|
|
|
|
|
|
|
|
( |
) |
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Six months ended June 30, 2024 |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Sales |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Cost of goods sold |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Net income (loss) |
|
|
|
|
|
|
|
|
|
|
|
( |
) |
|||
Equity in net income (loss) of affiliated companies, |
|
|
|
|
|
|
|
|
|
|
|
( |
) |
|||
Other |
|
|
( |
) |
|
|
|
|
|
( |
) |
|
|
|
||
Alcoa Corporation’s equity in net income (loss) of |
|
|
|
|
|
|
|
|
|
|
|
( |
) |
|||
The Company’s basis in the ELYSISTM Limited Partnership (ELYSIS) as of June 30, 2025 and 2024, included in Other in the table above, has been reduced to
On July 1, 2025, Alcoa completed the sale of its full ownership interest of
During the second quarter of 2025, Alcoa sold a non-core investment for total cash consideration of $
16
I. Receivables
In November 2024, a wholly-owned special purpose entity (SPE) of the Company amended an agreement with a financial institution to increase the amount of certain customer receivables that can be transferred without recourse on a revolving basis from $
Alcoa Corporation guarantees the performance obligations of the Company subsidiaries, and unsold customer receivables are pledged as collateral to the financial institution to secure the sold receivables. The SPE held unsold customer receivables of $
The Company continues to service the customer receivables that were transferred to the financial institution. As Alcoa collects customer payments, the SPE transfers additional receivables to the financial institution rather than remitting cash.
In the second quarter of 2025, the Company sold gross customer receivables of $
In the second quarter of 2024, the Company sold gross customer receivables of $
Cash collections from previously sold receivables yet to be reinvested of $
J. Inventories
|
|
June 30, 2025 |
|
|
December 31, 2024 |
|
||
Finished goods |
|
$ |
|
|
$ |
|
||
Work-in-process |
|
|
|
|
|
|
||
Bauxite and alumina |
|
|
|
|
|
|
||
Purchased raw materials |
|
|
|
|
|
|
||
Operating supplies |
|
|
|
|
|
|
||
|
|
$ |
|
|
$ |
|
||
K. Debt
Short-term Borrowings
Inventory Repurchase Agreements
The Company entered into inventory repurchase agreements whereby the Company sold aluminum to a third party and agreed to subsequently repurchase substantially similar inventory. The Company did not record sales upon each shipment of inventory and the net cash received of $
During the second quarter and six-month period of 2025, the Company recorded borrowings of $
The cash received and subsequently paid under the inventory repurchase agreements is included in Cash provided from financing activities on the Statement of Consolidated Cash Flows.
17
144A Debt
2030 and 2032 Notes
In March 2025, Alumina Pty Ltd, a wholly-owned subsidiary of Alcoa Corporation, completed Rule 144A (U.S. Securities Act of 1933, as amended) debt issuances of $
The discount to the initial purchasers of the Notes, as well as costs to complete the financing, were deferred and are being amortized to interest expense over the term of the Notes. Interest on the Notes is paid
Alumina Pty Ltd has the option to redeem the Notes on at least
The Notes are guaranteed on a senior unsecured basis by the Company and its subsidiaries that are party to the indentures. The Notes and related guarantees rank equally in right of payment with all existing and future senior unsecured indebtedness of Alumina Pty Ltd, the Company, and such subsidiaries; rank senior in right of payment to any future subordinated obligations of Alumina Pty Ltd, the Company, and such subsidiaries; and are effectively subordinated to the existing and future secured indebtedness of Alumina Pty Ltd, the Company, and such subsidiaries, including under the Revolving Credit Agreement, to the extent of the value of property and assets securing such indebtedness.
See Part II Item 8 of Alcoa Corporation’s Annual Report on Form 10-K in Note M to the Consolidated Financial Statements for the year ended December 31, 2024 for more information related to the Company’s and such subsidiaries’ existing debt and related covenants.
Tender Offers
In March 2025, ANHBV announced and settled cash tender offers which resulted in the tender and acceptance of $
Credit Facilities
Revolving Credit Facility
The Company and ANHBV, a wholly-owned subsidiary of Alcoa Corporation and the borrower, have a $
18
As of June 30, 2025, the Company was in compliance with all financial covenants. The Company may access the entire amount of commitments under the Revolving Credit Facility. There were
Japanese Yen Revolving Credit Facility
The Company and ANHBV have a revolving credit facility available to be drawn in Japanese yen (the Japanese Yen Revolving Credit Facility). In April 2025, the Company and ANHBV entered into an amendment to the Japanese Yen Revolving Credit Facility, reducing the aggregate commitments from $
The Japanese Revolving Credit Facility, established in April 2023 and amended in January 2024, April 2024, and April 2025, includes covenants that are substantially the same as those included in the Revolving Credit Facility. Under the terms of the January 2024 amendment, the Company agreed to provide collateral for its obligations under the Japanese Yen Revolving Credit Facility. See Part II Item 8 of Alcoa Corporation’s Annual Report on Form 10-K in Note M to the Consolidated Financial Statements for the year ended December 31, 2024 for more information on the Japanese Yen Revolving Credit Facility.
As of June 30, 2025, the Company was in compliance with all financial covenants. The Company may access the entire amount of commitments under the Japanese Revolving Credit Facility. There were
Other
In April 2025, the Company amended a $
L. Pension and Other Postretirement Benefits
The components of net periodic benefit cost were as follows:
|
|
Second quarter ended |
|
|
Six months ended |
|
||||||||||
Pension benefits |
|
2025 |
|
|
2024 |
|
|
2025 |
|
|
2024 |
|
||||
Service cost |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Interest cost(1) |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Expected return on plan assets(1) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
Recognized net actuarial loss(1) |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Curtailments(2) |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
|
Settlements(2) |
|
|
— |
|
|
|
( |
) |
|
|
— |
|
|
|
( |
) |
Net periodic benefit cost |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
|
|
Second quarter ended |
|
|
Six months ended |
|
||||||||||
Other postretirement benefits |
|
2025 |
|
|
2024 |
|
|
2025 |
|
|
2024 |
|
||||
Service cost |
|
$ |
|
|
$ |
— |
|
|
$ |
|
|
$ |
|
|||
Interest cost(1) |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Recognized net actuarial loss(1) |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Amortization of prior service benefit(1) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
Net periodic benefit cost |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
19
Funding and Cash Flows. It is Alcoa’s policy to fund amounts for defined benefit pension plans sufficient to meet the minimum requirements set forth in each applicable country’s benefits laws and tax laws, including the Employee Retirement Income Security Act of 1974 (ERISA) for U.S. plans. From time to time, the Company contributes additional amounts as deemed appropriate.
Under ERISA regulations, a plan sponsor that establishes a pre-funding balance by making discretionary contributions to a U.S. defined benefit pension plan may elect to apply all or a portion of this balance toward its minimum required contribution obligations to the related plan in future years.
In the first and second quarters of 2025, management made such elections related to the Company’s U.S. plans and intends to do so for the remainder of 2025. As a result, Alcoa’s minimum required contribution to defined benefit pension plans in 2025 is estimated to be approximately $
In the second quarter and six-month period of 2024, $
M. Derivatives and Other Financial Instruments
Fair Value
Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The fair value hierarchy distinguishes between (i) market participant assumptions developed based on market data obtained from independent sources (observable inputs) and (ii) an entity’s own assumptions about market participant assumptions developed based on the best information available in the circumstances (unobservable inputs). The fair value hierarchy consists of three broad levels, which gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1) and the lowest priority to unobservable inputs (Level 3). The three levels of the fair value hierarchy are described below:
Derivatives
Alcoa Corporation is exposed to certain risks relating to its ongoing business operations, including the risks of changing commodity prices, foreign currency exchange rates, and interest rates. Alcoa Corporation’s commodity and derivative activities include aluminum, energy, foreign exchange, and interest rate contracts, which are held for purposes other than trading. They are used to mitigate uncertainty and volatility, and to cover underlying exposures. While Alcoa does not generally enter into derivative contracts to mitigate the risk associated with changes in aluminum price, the Company may do so in isolated cases to address discrete commercial or operational conditions. Alcoa is not involved in trading activities for energy, weather derivatives, or other nonexchange commodities.
Alcoa Corporation’s commodity and derivative activities are subject to the management, direction, and control of the Strategic Risk Management Committee (SRMC), which consists of at least
During the first and second quarters of 2025, Alcoa entered into financial contracts with multiple counterparties to mitigate financial risks associated with changes in aluminum prices, natural gas prices, electricity prices, and foreign currency exchange rates. The aluminum, natural gas, and electricity financial contracts qualify for cash flow hedge accounting. The foreign exchange financial contracts do not qualify for hedge accounting treatment. These contracts are held by a separate wholly-owned subsidiary of Alcoa Corporation and are intended to limit the Company’s net cash outlays to the committed funding under the San Ciprián joint venture agreement. The associated realized gains or losses have no impact on the results of the San Ciprián operations. Due to the widespread power outage across Spain that occurred on April 28, 2025, it became probable that certain of the original forecasted electricity purchases would not occur in 2025. As a result, Alcoa dedesignated certain electricity financial contracts and recognized a gain of $
20
Alcoa Corporation’s aluminum, foreign exchange, natural gas and electricity contracts are classified as Level 1 or Level 2 under the fair value hierarchy. All of the Level 1 and 2 contracts are designated as either fair value or cash flow hedging instruments (except as described above). Alcoa Corporation also has several derivative instruments classified as Level 3 under the fair value hierarchy, which are either designated as cash flow hedges or undesignated. Alcoa included the changes in its equity method investee’s Level 2 derivatives in Accumulated other comprehensive loss through June 30, 2024, when the underlying contracts expired.
The following tables present the detail for Level 1, 2, and 3 derivatives (see additional Level 3 information in further tables below):
|
|
June 30, 2025 |
|
|
December 31, 2024 |
|
||||||||||
|
|
Assets |
|
|
Liabilities |
|
|
Assets |
|
|
Liabilities |
|
||||
Level 1 and 2 derivative instruments |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Level 1 derivative instruments (undesignated) |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Level 3 derivative instruments |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Total |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Less: Current |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Noncurrent |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
|
|
2025 |
|
|
2024 |
|
||||||||||
Second quarter ended June 30, |
|
Unrealized loss recognized in Other comprehensive income (loss) |
|
|
Realized loss reclassified from Accumulated other comprehensive loss to earnings |
|
|
Unrealized loss recognized in Other comprehensive income (loss) |
|
|
Realized (loss) gain reclassified from Accumulated other comprehensive loss to earnings |
|
||||
Level 1 and 2 derivative instruments |
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
|
|
Level 3 derivative instruments |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
Noncontrolling and equity interest (Level 2) |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Total |
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
( |
) |
For the second quarter of 2025, the realized loss of $
|
|
2025 |
|
|
2024 |
|
||||||||||
Six months ended June 30, |
|
Unrealized loss recognized in Other comprehensive income (loss) |
|
|
Realized loss reclassified from Accumulated other comprehensive loss to earnings |
|
|
Unrealized loss recognized in Other comprehensive income (loss) |
|
|
Realized gain (loss) reclassified from Accumulated other comprehensive loss to earnings |
|
||||
Level 1 and 2 derivative instruments |
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
|
|
Level 3 derivative instruments |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
Noncontrolling and equity interest (Level 2) |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Total |
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
( |
) |
For the six-month period of 2025, the realized loss of $
21
The following table presents the outstanding quantities of derivative instruments classified as Level 1 or Level 2:
|
Classification |
|
June 30, 2025 |
|
|
June 30, 2024 |
|
||
Aluminum (in kmt) |
Commodity buy forwards |
|
|
|
|
|
|
||
Aluminum (in kmt) |
Commodity sell forwards |
|
|
|
|
|
|
||
Foreign currency (in millions of euro) |
Foreign exchange buy forwards |
|
|
|
|
|
|
||
Foreign currency (in millions of euro) |
Foreign exchange sell forwards |
|
|
|
|
|
|
||
Foreign currency (in millions of euro) (undesignated) |
Foreign exchange buy forwards |
|
|
|
|
|
|
||
Foreign currency (in millions of euro) (undesignated) |
Foreign exchange sell forwards |
|
|
|
|
|
|
||
Foreign currency (in millions of Norwegian krone) |
Foreign exchange buy forwards |
|
|
|
|
|
|
||
Foreign currency (in millions of Brazilian real) |
Foreign exchange buy forwards |
|
|
|
|
|
|
||
Foreign currency (in millions of Australian dollar) |
Foreign exchange buy forwards |
|
|
|
|
|
|
||
Foreign currency (in millions of Canadian dollar) |
Foreign exchange buy forwards |
|
|
|
|
|
|
||
Natural gas (in millions of megawatt hours) |
Commodity buy forwards |
|
|
|
|
|
|
||
Electricity (in millions of megawatt hours) |
Commodity buy forwards |
|
|
|
|
|
|
||
Alcoa Corporation routinely uses Level 1 aluminum derivative instruments to manage exposures to changes in the fair value of firm commitments for the purchases or sales of aluminum. Additionally, Alcoa uses aluminum derivative instruments to manage LME exposures related to profitability improvement actions (expires
Alcoa Corporation uses Level 1 foreign exchange forward contracts to mitigate the risk of foreign exchange exposure related to euro power purchases in Norway (expires
Alcoa Corporation uses Level 1 natural gas derivative instruments to mitigate the risk of price fluctuations on natural gas purchases in Spain (expires
Alcoa Corporation uses Level 2 electricity derivative instruments to mitigate the risk of price fluctuations on electricity purchases in Spain (expires
22
Additional Level 3 Disclosures
The following table presents quantitative information related to the significant unobservable inputs described above for Level 3 derivative instruments (megawatt hours in MWh; megawatts in MW):
|
|
June 30, 2025 |
|
|
Unobservable Input |
|
Unobservable Input Range |
||
Asset Derivatives |
|
|
|
|
|
|
|
|
|
Financial contract (undesignated) |
|
$ |
|
|
Interrelationship of forward energy price, LME forward price and the Consumer Price Index |
|
Electricity |
2025: $ |
|
|
|
|
|
|
|
|
LME (per mt) |
2025: $ |
|
|
|
|
|
|
|
|
|
2025: $ |
|
Financial contract (undesignated)(1) |
|
|
|
|
Interrelationship of forward energy price and the contract price |
|
Electricity |
2025: $ |
|
|
|
|
|
|
MW of renewable energy produced (per month) |
|
Electricity |
2025: |
|
Power contract |
|
|
— |
|
|
MWh of energy needed to produce the forecasted mt of aluminum |
|
LME (per mt) |
2025: $ |
|
|
|
|
|
|
|
Midwest premium |
2025: $ |
|
|
|
|
|
|
|
|
Electricity |
Rate of |
|
Total Asset Derivatives |
|
$ |
|
|
|
|
|
|
|
Liability Derivatives |
|
|
|
|
|
|
|
|
|
Power contract |
|
$ |
|
|
MWh of energy needed to produce the forecasted mt of aluminum |
|
LME (per mt) |
2025: $ |
|
|
|
|
|
|
|
|
Electricity |
Rate of |
|
Power contracts |
|
|
|
|
MWh of energy needed to produce the forecasted mt of aluminum |
|
LME (per mt) |
2025: $ |
|
|
|
|
|
|
|
|
Midwest premium |
2025: $ |
|
|
|
|
|
|
|
|
Electricity |
Rate of |
|
Power contract (undesignated) |
|
|
|
|
Estimated spread between the 30-year debt yield of Alcoa and the counterparty |
|
Credit spread |
||
Total Liability Derivatives |
|
$ |
|
|
|
|
|
|
|
The fair values of Level 3 derivative instruments recorded in the accompanying Consolidated Balance Sheet were as follows:
Asset Derivatives |
|
June 30, 2025 |
|
|
December 31, 2024 |
|
||
Derivatives not designated as hedging instruments: |
|
|
|
|
|
|
||
Current—financial contract |
|
$ |
|
|
$ |
|
||
Noncurrent—financial contract |
|
|
|
|
|
|
||
Total derivatives not designated as hedging instruments |
|
$ |
|
|
$ |
|
||
Total Asset Derivatives |
|
$ |
|
|
$ |
|
||
Liability Derivatives |
|
|
|
|
|
|
||
Derivatives designated as hedging instruments: |
|
|
|
|
|
|
||
Current—power contracts |
|
$ |
|
|
$ |
|
||
Noncurrent—power contracts |
|
|
|
|
|
|
||
Total derivatives designated as hedging instruments |
|
$ |
|
|
$ |
|
||
Derivatives not designated as hedging instruments: |
|
|
|
|
|
|
||
Current—embedded credit derivative |
|
$ |
|
|
$ |
|
||
Noncurrent—embedded credit derivative |
|
|
|
|
|
|
||
Total derivatives not designated as hedging instruments |
|
$ |
|
|
$ |
|
||
Total Liability Derivatives |
|
$ |
|
|
$ |
|
||
23
Assuming market rates remain constant with the rates at June 30, 2025, a realized loss of $
At June 30, 2025 and December 31, 2024, the power contracts with embedded derivatives designated as cash flow hedges include hedges of forecasted aluminum sales of
The following tables present the reconciliation of activity for Level 3 derivative instruments:
|
|
Assets |
|
|
Second quarter ended June 30, 2025 |
|
Financial contracts |
|
|
April 1, 2025 |
|
$ |
|
|
Total gains or losses included in: |
|
|
|
|
Other income, net (unrealized/realized) |
|
|
|
|
Settlements and other |
|
|
( |
) |
June 30, 2025 |
|
$ |
|
|
Change in unrealized gains or losses included in earnings |
|
|
|
|
Other income, net |
|
$ |
|
|
|
|
Liabilities |
|
|||||
Second quarter ended June 30, 2025 |
|
Power contracts |
|
|
Embedded credit derivative |
|
||
April 1, 2025 |
|
$ |
|
|
$ |
|
||
Total gains or losses included in: |
|
|
|
|
|
|
||
Sales (realized) |
|
|
( |
) |
|
|
|
|
Other income, net (unrealized/realized) |
|
|
|
|
|
( |
) |
|
Other comprehensive loss (unrealized) |
|
|
|
|
|
|
||
June 30, 2025 |
|
$ |
|
|
$ |
|
||
Change in unrealized gains or losses included in earnings |
|
|
|
|
|
|
||
Other income, net |
|
$ |
|
|
$ |
( |
) |
|
|
|
Assets |
|
|
Six months ended June 30, 2025 |
|
Financial contracts |
|
|
January 1, 2025 |
|
$ |
|
|
Total gains or losses included in: |
|
|
|
|
Other income, net (unrealized/realized) |
|
|
|
|
Settlements and other |
|
|
( |
) |
June 30, 2025 |
|
$ |
|
|
Change in unrealized gains or losses included in earnings |
|
|
|
|
Other income, net |
|
$ |
|
|
|
|
Liabilities |
|
|||||
Six months ended June 30, 2025 |
|
Power contracts |
|
|
Embedded credit derivative |
|
||
January 1, 2025 |
|
$ |
|
|
$ |
|
||
Total gains or losses included in: |
|
|
|
|
|
|
||
Sales (realized) |
|
|
( |
) |
|
|
|
|
Other income, net (unrealized/realized) |
|
|
|
|
|
( |
) |
|
Other comprehensive loss (unrealized) |
|
|
|
|
|
|
||
June 30, 2025 |
|
$ |
|
|
$ |
|
||
Change in unrealized gains or losses included in earnings |
|
|
|
|
|
|
||
Other income, net |
|
$ |
|
|
$ |
( |
) |
|
There were no purchases, sales, or settlements of Level 3 derivative instruments in the periods presented.
24
Other Financial Instruments
The carrying values and fair values of Alcoa Corporation’s other financial instruments were as follows:
|
|
June 30, 2025 |
|
|
December 31, 2024 |
|
||||||||||
|
|
Carrying value |
|
|
Fair value |
|
|
Carrying value |
|
|
Fair value |
|
||||
Cash and cash equivalents |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Restricted cash |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Short-term borrowings |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Long-term debt due within one year |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Long-term debt, less amount due within one year |
|
|
|
|
|
|
|
|
|
|
|
|
||||
The following methods were used to estimate the fair values of other financial instruments:
Cash and cash equivalents and Restricted cash. The carrying amounts approximate fair value because of the short maturity of the instruments. The fair value amounts for Cash and cash equivalents and Restricted cash were classified in Level 1 of the fair value hierarchy.
Short-term borrowings and Long-term debt, including amounts due within one year. The fair value of Long-term debt, less amounts due within one year was based on quoted market prices for public debt and on interest rates that are currently available to Alcoa Corporation for issuance of debt with similar terms and maturities for non-public debt. The fair value amounts for all Short-term borrowings and Long-term debt were classified in Level 2 of the fair value hierarchy.
N. Income Taxes – Alcoa Corporation’s estimated annualized effective tax rate (AETR) for 2025 as of June 30, 2025 differs from the U.S. federal statutory rate of
|
|
Six months ended |
||||||||
|
|
2025 |
|
|
|
2024 |
|
|
||
Income (loss) before income taxes |
|
$ |
|
|
|
$ |
( |
) |
|
|
Estimated annualized effective tax rate |
|
|
|
% |
|
|
|
% |
||
Income tax expense (benefit) |
|
$ |
|
|
|
$ |
( |
) |
|
|
(Favorable) unfavorable tax impact related to losses in jurisdictions with no tax benefit |
|
|
( |
) |
|
|
|
|
|
|
Discrete tax expense |
|
|
|
|
|
|
|
|
||
Provision for income taxes |
|
$ |
|
|
|
$ |
|
|
||
The Inflation Reduction Act of 2022 (IRA) contains a number of tax credits and other incentives for investments in renewable energy production, carbon capture, and other climate-related actions, as well as the production of critical minerals. In December 2023, the U.S. Treasury issued guidance on Section 45X of the Advanced Manufacturing Tax Credit. The Notice of Proposed Rulemaking (the Proposed Regulations) clarified that commercial grade aluminum is included in the definition of aluminum eligible for the credit, which was designed to incentivize domestic production of critical materials important for the transition to clean energy.
On October 24, 2024, the U.S. Treasury finalized the Proposed Regulations under Section 45X with important modifications including the ability to include the cost of certain direct and indirect materials in the cost base of the credit. The Proposed Regulation on the definition of aluminum was not finalized; however, management believes that commercial grade aluminum continues to qualify for the Section 45X credit. In the Preamble to the Final Regulations, the U.S. Treasury indicated it will finalize the definition at a later date. The One Big Beautiful Bill Act (OBBBA) was enacted on July 4, 2025, which set a progressive phase-out of Section 45X credits beginning in 2031 and fully eliminates these credits beginning in 2034. Previously under the IRA, there was no phase out for critical materials, including aluminum. The Company is currently evaluating the OBBBA and does not expect other provisions of this legislation will have a material impact on the Company’s financial position or results of operations.
In the second quarter and six-month period of 2025, the Company recorded benefits related to the Section 45X credits of $
25
ANHBV has a full valuation allowance recorded against deferred tax assets, which was established in 2016, as the Company believes it is more likely than not that these tax benefits will not be realized. The majority of ANHBV’s net deferred tax assets relate to prior net operating losses and interest expense; the loss carryforwards are not subject to an expiration period. If ANHBV continues to demonstrate sustained profitability, management may conclude that ANHBV’s deferred tax assets related to loss carryforwards may be realized, resulting in a future reversal of the related valuation allowance, generating a non-cash benefit in the period recorded. ANHBV’s net deferred tax assets related to loss carryforwards, excluding the valuation allowance, were $
Alcoa World Alumina Brasil Ltda. (AWAB) has a full valuation allowance recorded against deferred tax assets, which was established in 2023, as the Company believes it is more likely than not that these tax benefits will not be realized. The majority of AWAB’s net deferred tax assets relate to prior net operating losses; the loss carryforwards are not subject to an expiration period. If AWAB continues to demonstrate sustained profitability, management may conclude that AWAB’s deferred tax assets may be realized, resulting in a future reversal of the valuation allowance, generating a non-cash benefit in the period recorded. AWAB’s net deferred tax assets, excluding the valuation allowance, were $
O. Contingencies
Environmental Matters
Alcoa Corporation participates in environmental assessments and cleanups at several locations. These include currently or previously owned or operated facilities and adjoining properties, and waste sites, including Superfund (Comprehensive Environmental Response, Compensation and Liability Act (CERCLA)) sites.
Alcoa Corporation’s environmental remediation reserve balance reflects the most probable costs to remediate identified environmental conditions for which costs can be reasonably estimated.
Balance at December 31, 2023 |
|
$ |
|
|
Liabilities incurred |
|
|
|
|
Cash payments |
|
|
( |
) |
Reversals of previously recorded liabilities |
|
|
( |
) |
Foreign currency translation and other |
|
|
( |
) |
Balance at December 31, 2024 |
|
|
|
|
Liabilities incurred |
|
|
|
|
Cash payments |
|
|
( |
) |
Foreign currency translation and other |
|
|
|
|
Balance at June 30, 2025 |
|
$ |
|
At June 30, 2025 and December 31, 2024, the current portion of the environmental remediation reserve balance was $
During the second quarter and six-month period of 2025, the Company incurred liabilities of $
Payments related to remediation expenses applied against the reserve were $
26
The estimated timing of cash outflows from the environmental remediation reserve at June 30, 2025 was as follows:
2025 (excluding the six months ended June 30, 2025) |
$ |
|
|
2026 – 2030 |
|
|
|
Thereafter |
|
|
|
Total |
$ |
|
Reserve balances at June 30, 2025 and December 31, 2024, associated with significant sites with active remediation underway or for future remediation were $
Suriname—The reserve associated with the 2017 closure of the Suralco refinery and bauxite mine is for treatment and disposal of refinery waste and soil remediation. The work began in 2017 and is expected to be completed by the end of 2029.
Hurricane Creek, Arkansas—The reserve associated with the 1990 closure of two mining areas and refineries near Hurricane Creek, Arkansas is for ongoing monitoring and maintenance for water quality surrounding the mine areas and residue disposal areas.
Massena, New York—The reserve associated with the 2015 closure of the Massena East smelter by the Company’s subsidiary, Reynolds Metals Company, is for subsurface soil remediation to be performed after demolition of the structures. Remediation work commenced in 2021 and will take up to
Point Comfort, Texas—The reserve associated with the 2019 closure of the Point Comfort alumina refinery is for disposal of industrial wastes contained at the site, subsurface remediation, and post-closure monitoring and maintenance. The final remediation plan is currently being developed, which may result in a change to the existing reserve.
Addy, Washington—The reserve associated with the 2022 closure of the Addy magnesium smelter facility is for site-wide remediation and investigation and post-closure monitoring and maintenance. Remediation work is not expected to begin until 2027 and will take three to
Ferndale, Washington—The reserve associated with the 2023 closure of the Intalco aluminum smelter in Ferndale, Washington is for below grade site remediation and
Other Sites—The Company is in the process of decommissioning various other plants and remediating sites in several countries for potential redevelopment or to return the land to a natural state. In aggregate, there are remediation projects at
Tax
Brazil (AWAB)—Under Brazilian law, taxpayers who generate non-cumulative federal value added tax credits related to exempt exports may either request a refund in cash (monetization) or offset them against other federal taxes owed. In 2012, AWAB requested monetization of $
27
In February 2022, the RFB notified AWAB that it had inspected the value added tax credits claimed for 2012 and disallowed $
Australia (AofA)—On April 30, 2025 (the decision date), the Administrative Review Tribunal of Australia (ART) issued its decision related to the proceedings Alcoa of Australia Limited (AofA) filed against the Australian Taxation Office (ATO) in April 2022 to contest the Notices of Assessment (the Notices) issued by the ATO in July 2020 (described below) related to transfer pricing of certain historic third-party alumina sales. The ART decided that no additional tax is owed, consistent with Alcoa’s long-held position related to this matter.
The Notices asserted claims for income tax payable by AofA of approximately $
In accordance with the ATO’s dispute resolution practices, AofA paid
Interest on the unpaid tax was accrued through the decision date, which, along with the initial interest assessment, was deductible against taxable income by AofA. AofA applied this deduction beginning in the third quarter of 2020 through the decision date, resulting in reductions in cash tax payments. The accrued tax liability of $
The ATO did not appeal the ART’s decision, and the disputed tax claims (and additional related interest and penalties) have been withdrawn. With the withdrawal of the ATO’s claims, the prepaid tax asset and related interest of $
References to any assessed U.S. dollar amounts presented in connection with this matter have been converted into U.S. dollars from Australian dollars based on the exchange rate in the respective period.
General
In addition to the matters discussed above, various other lawsuits, claims, and proceedings have been or may be instituted or asserted against Alcoa Corporation, including those pertaining to environmental, safety and health, commercial, tax, product liability, intellectual property infringement, governance, employment, and employee and retiree benefit matters, and other actions and claims arising out of the normal course of business. While the amounts claimed in these other matters may be substantial, the ultimate liability is not readily determinable because of the considerable uncertainties that exist. Accordingly, it is possible that the Company’s liquidity or results of operations in a particular period could be materially affected by one or more of these other matters. However, based on facts currently available, management believes that the disposition of these other matters that are pending or asserted will not have a material adverse effect, individually or in the aggregate, on the financial position of the Company.
28
P. Other Financial Information
Other (Income) Expenses, Net
|
|
Second quarter ended |
|
|
Six months ended |
|
||||||||||
|
|
2025 |
|
|
2024 |
|
|
2025 |
|
|
2024 |
|
||||
Equity loss (gain) |
|
$ |
|
|
$ |
( |
) |
|
$ |
|
|
$ |
|
|||
Foreign currency losses (gains), net |
|
|
|
|
|
|
|
|
( |
) |
|
|
|
|||
Net loss from asset sales |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Gain from sale of investments |
|
|
( |
) |
|
|
|
|
|
( |
) |
|
|
|
||
Net gain on mark-to-market derivative instruments |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
Non-service costs – pension and other postretirement benefits |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Other, net |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
|
|
In the second quarter and six-month period of 2025, Other, net was primarily comprised of interest income on interest bearing accounts and the deposit related to the Australia tax matter (see Note O).
In the second quarter and six-month period of 2024, Other, net was primarily comprised of interest income on interest bearing accounts.
Other Noncurrent Assets
|
|
June 30, 2025 |
|
|
December 31, 2024 |
|
||
Prepaid gas transmission contract |
|
$ |
|
|
$ |
|
||
Gas supply prepayment |
|
|
|
|
|
|
||
Deferred mining costs, net |
|
|
|
|
|
|
||
Value added tax credits |
|
|
|
|
|
|
||
Goodwill |
|
|
|
|
|
|
||
Prepaid pension benefit |
|
|
|
|
|
|
||
IRA Section 45X credit |
|
|
|
|
|
|
||
Noncurrent restricted cash |
|
|
|
|
|
|
||
Intangibles, net |
|
|
|
|
|
|
||
Noncurrent prepaid tax asset |
|
|
|
|
|
|
||
Other |
|
|
|
|
|
|
||
|
|
$ |
|
|
$ |
|
||
Cash and Cash Equivalents and Restricted Cash
|
|
June 30, 2025 |
|
|
December 31, 2024 |
|
||
Cash and cash equivalents |
|
$ |
|
|
$ |
|
||
Current restricted cash |
|
|
|
|
|
|
||
Noncurrent restricted cash |
|
|
|
|
|
|
||
|
|
$ |
|
|
$ |
|
||
Restricted cash primarily relates to commitments included in the viability agreement reached with the workers’ representatives of the San Ciprián smelter in December 2021, and subsequently updated in February 2023. $
Q. Supplier Finance Programs
The Company has various supplier finance programs with third-party financial institutions that are made available to suppliers to facilitate payment term negotiations. Under the terms of these agreements, participating suppliers receive payment in advance of the payment date from third-party financial institutions for qualifying invoices. Alcoa’s obligations to its suppliers, including amounts due and payment terms, are not impacted by its suppliers’ participation in these programs. The Company does not pledge any assets as security or provide any guarantees beyond payment of outstanding invoices at maturity under these arrangements. The Company does not pay fees to the financial institutions under these arrangements. At June 30, 2025 and December 31, 2024, qualifying supplier invoices outstanding under these programs were $
29
R. Subsequent Events
On June 30, 2025, the collective bargaining agreement with the Australian Workers Union (AWU) representing approximately 400 hourly employees at the Portland, Australia smelter expired. The AWU did not accept the latest offer, proposed by the Company on July 25, 2025, and elected to undertake protected industrial action in the form of a 48-hour work stoppage beginning August 5, 2025. While negotiations continue, the Company has contingency plans to maintain safety and minimize operating disruptions at the Portland smelter if the industrial action were to occur.
On July 14, 2025, Alcoa Corporation and IGNIS EQT announced the restart for the San Ciprián smelter in Spain would resume, after the restart was paused following a widespread power outage across Spain on April 28, 2025. The Company estimates that the restart will be completed by mid-2026.
30
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.
(dollars in millions, except per-share amounts, average realized prices, and average cost amounts; metric tons in thousands (kmt); dry metric tons in millions (mdmt))
Business Update
During the second quarter of 2025, Alcoa continued to execute on its strategic priorities while maintaining strong operational performance, which included progressing the sale of the Company’s full ownership interest in the joint venture with Saudi Arabian Mining Company (Ma’aden) and successfully concluding a five-year tax dispute in Australia with a favorable ruling for the Company. Additionally, Alcoa maintained advocacy efforts with policy makers regarding the impacts of U.S. tariffs.
On March 12, 2025, the United States government imposed a 25% tariff on certain aluminum imports from Canada under Section 232 of the Trade Expansion Act of 1962 (Section 232) which increased to a 50% tariff on June 4, 2025. Prior to March 12, 2025, the Section 232 tariff was 10%, and Canadian metal imported into the U.S. was exempted. Historically, approximately 70% of the aluminum Alcoa produced in Canada was shipped to U.S. customers, with the majority associated with annual customer contracts.
During the second quarter of 2025, the Company redirected certain Canadian production to customers outside the U.S. to mitigate additional tariff costs. Approximately 30% of the Company’s Canadian aluminum production is available for spot sales, and a portion of this production historically imported into the U.S. can be redirected when economically favorable. Additionally, Alcoa continued to maintain active engagement with administrations, governments, and policy makers, primarily in the U.S. and Canada, regarding the impacts of tariffs.
San Ciprián Operations
Following the formation of the joint venture with IGNIS Equity Holdings, SL (IGNIS EQT) on March 31, 2025 (described below), Alcoa resumed the restart of the San Ciprián smelter that had been operating approximately 6 percent of total pots since March 2024. The restart was paused on April 28, 2025, following a widespread power outage across Spain, until the Spanish government could provide sufficient details on the cause of the power outage and the measures being taken to prevent a reoccurrence. On July 14, 2025, Alcoa and IGNIS EQT announced the restart would resume. The announcement was made after reviewing the Spanish government’s report on the circumstances that caused the power outage, and the planned measures and investments aimed at providing improved grid resilience, and receiving assurances from the Spanish government that it will continue to promote measures to provide reliable and competitive energy. The Company expects that the restart will be completed by mid-2026.
On March 31, 2025, Alcoa and IGNIS EQT entered into a joint venture agreement whereby Alcoa owns 75% and continues as the managing operator and IGNIS EQT owns 25% of the San Ciprián operations. Alcoa and IGNIS EQT contributed $81 (€75) and $27 (€25), respectively, to form the joint venture. Additionally, up to approximately $117 (€100) may be funded by Alcoa as needed for operations with a priority position in future cash returns. Further funding requires agreement by both partners and would be shared 75% by Alcoa and 25% by IGNIS EQT.
The transaction was accounted for as an equity transaction where IGNIS EQT’s noncontrolling interest was reflected as a decrease to Additional capital on the accompanying Consolidated Balance Sheet. Under the terms of the joint venture agreement, IGNIS EQT has a put option whereby IGNIS EQT can require Alcoa Corporation to purchase from IGNIS EQT its 25% interest at the then fair market value upon certain change in control provisions. Alcoa classified the Noncontrolling interest within Mezzanine equity on the Consolidated Balance Sheet, as IGNIS EQT’s redemption of the put option is not solely within the Company’s control. Net loss attributable to noncontrolling interest was $13 in the second quarter of 2025.
Saudi Arabia Joint Venture
On July 1, 2025, Alcoa completed the sale of its full ownership interest of 25.1% in the Saudi Arabia joint venture, comprised of the Ma’aden Bauxite and Alumina Company (MBAC) and the Ma’aden Aluminium Company (MAC), to Ma’aden in exchange for total consideration of $1,350, comprised of 85,977,547 shares of Ma’aden (valued at $1,200 (SAR 4,501) as of closing) and $150 (SAR 562) in cash (to be used primarily for related taxes and transaction costs). The carrying value of Alcoa’s investment was $546 as of June 30, 2025. In the third quarter of 2025, Alcoa will recognize a gain of approximately $780 and subsequent changes in fair value of the shares within Other (income) expenses, net.
Australia Tax Decision
On April 30, 2025, the Administrative Review Tribunal of Australia (ART) issued its decision related to the proceedings Alcoa of Australia Limited (AofA) filed against the Australian Taxation Office (ATO) in April 2022 to contest the Notices of Assessment issued by the ATO in July 2020 related to transfer pricing of certain historic third-party alumina sales. The ART decided that no additional tax is owed, consistent with Alcoa’s long-held position related to this matter.
In accordance with the ATO’s dispute resolution practices, AofA paid 50% of the assessed income tax amount exclusive of interest and any penalties, or approximately $74 (A$107), during the third quarter 2020. Interest on the unpaid tax was accrued through the decision date, which, along with the initial interest assessment, was deductible against taxable income by AofA. AofA applied this deduction beginning in the third quarter of 2020 through the decision date, resulting in reductions in cash tax payments.
31
The ATO did not appeal the ART’s decision, and the disputed tax claims (and additional related interest and penalties) have been withdrawn. With the withdrawal of the ATO’s claims, the prepaid tax asset and related interest of $78 (A$120) were refunded to AofA in July 2025, and accrued cash taxes of $225 (A$346) related to the interest deductions are payable by AofA by June 1, 2026. The net cash impact of both the refunded amount and the accrued cash taxes is approximately $147 (A$226) through June 2026.
Australia Mine Plan Approvals
On May 29, 2025, the Western Australian Environmental Protection Authority (WA EPA) opened a 12-week public comment period on the Company’s two mine plans in Western Australia, which include the plan for the next major mine regions (Myara North and Holyoake) and the rolling five-year mine plans (2022-2027) referred to the WA EPA by a third party in 2023. Following this public consultation period and the Company’s response to any clarifications requested by the WA EPA, the Company expects that the WA EPA will publish its assessment and recommendations. An appeals process of the assessment and recommendations will follow before Ministerial decisions are finalized.
The Ministerial decisions were expected by the first quarter of 2026 per the indicative timeline the WA EPA set in the third quarter of 2024. From both the Company’s and the WA EPA’s perspective, the indicative timeline is no longer achievable primarily due to the complexity related to advancing both mine approvals, the extensive documentation provided by the Company and independent experts, and the additional work expected in summarizing and responding to submissions received in the public comment period. Following the public consultation, the Company expects that a revised indicative timeline will be published. The Company is committed to continuing to work collaboratively with the WA EPA and other stakeholders to achieve Ministerial decisions as early as possible in 2026. The Company has multiple contingency plans and expects to access bauxite similar to recent grades until the Company can transition to the new mine regions.
Debt Repositioning
In March 2025, Alumina Pty Ltd, a wholly-owned subsidiary of Alcoa Corporation, completed Rule 144A (U.S. Securities Act of 1933, as amended) debt issuances of $500 aggregate principal amount of 6.125% Senior Notes due 2030 (the 2030 Notes) and $500 aggregate principal amount of 6.375% Senior Notes due 2032 (the 2032 Notes, and, collectively with the 2030 Notes, the Notes). The net proceeds of these issuances were $985, reflecting a discount to the initial purchasers of the Notes as well as issuance costs. The Company utilized certain proceeds of these transactions to fund contributions to Alcoa Nederland Holding B.V. (ANHBV), a wholly-owned subsidiary of Alcoa Corporation and the issuer of the outstanding $750 aggregate principal amount of 5.500% Notes due 2027 (the Existing 2027 Notes) and $500 aggregate principal amount of 6.125% Notes due 2028 (the Existing 2028 Notes). These contributions were funded through a series of intercompany transactions, including the repayment of intercompany indebtedness and the issuance of intercompany dividends. ANHBV used such funds, along with cash on hand, to fund the purchase price pursuant to the cash tender offers announced and settled in March 2025, including premiums and transaction costs. The net proceeds also support Alcoa’s general corporate purposes.
In March 2025, ANHBV announced and settled cash tender offers which resulted in the tender and acceptance of $609 of the $750 aggregate principal amount of Existing 2027 Notes and $281 of the $500 aggregate principal amount of Existing 2028 Notes for purchase. The issuance of the 2030 Notes and 2032 Notes and the cash tender of the Existing 2027 Notes and Existing 2028 Notes were determined to be issuances of new debt and extinguishments of existing debt. As a result, the Company incurred $12 of debt settlement expenses in the first quarter of 2025 in Interest expense, which was comprised of the settlement premiums, transaction costs, and the write-off of unamortized discounts and deferred financing costs.
Other Matters
The Company is actively engaged in negotiations related to the following collective bargaining agreements:
See the below sections for additional details on the above-described actions.
32
Results of Operations
The discussion that follows includes a comparison of our results of operations and liquidity and capital resources for the quarterly and year-to-date periods outlined in the table below.
Selected Financial Data:
|
|
Quarter ended |
|
|
Six months ended |
|
||||||||||
|
|
Sequential |
|
|
Year-to-date |
|
||||||||||
Statement of Operations |
|
June 30, |
|
|
March 31, |
|
|
June 30, |
|
|
June 30, |
|
||||
Sales |
|
$ |
3,018 |
|
|
$ |
3,369 |
|
|
$ |
6,387 |
|
|
$ |
5,505 |
|
Cost of goods sold (exclusive of expenses below) |
|
|
2,652 |
|
|
|
2,438 |
|
|
|
5,090 |
|
|
|
4,937 |
|
Selling, general administrative, and other expenses |
|
|
82 |
|
|
|
71 |
|
|
|
153 |
|
|
|
129 |
|
Research and development expenses |
|
|
12 |
|
|
|
12 |
|
|
|
24 |
|
|
|
24 |
|
Provision for depreciation, depletion, and amortization |
|
|
153 |
|
|
|
148 |
|
|
|
301 |
|
|
|
324 |
|
Restructuring and other charges, net |
|
|
14 |
|
|
|
5 |
|
|
|
19 |
|
|
|
220 |
|
Interest expense |
|
|
56 |
|
|
|
53 |
|
|
|
109 |
|
|
|
67 |
|
Other (income) expenses, net |
|
|
(112 |
) |
|
|
(26 |
) |
|
|
(138 |
) |
|
|
37 |
|
Total costs and expenses |
|
|
2,857 |
|
|
|
2,701 |
|
|
|
5,558 |
|
|
|
5,738 |
|
Income (loss) before income taxes |
|
|
161 |
|
|
|
668 |
|
|
|
829 |
|
|
|
(233 |
) |
Provision for income taxes |
|
|
10 |
|
|
|
120 |
|
|
|
130 |
|
|
|
43 |
|
Net income (loss) |
|
|
151 |
|
|
|
548 |
|
|
|
699 |
|
|
|
(276 |
) |
Less: Net loss attributable to noncontrolling interest |
|
|
(13 |
) |
|
|
— |
|
|
|
(13 |
) |
|
|
(44 |
) |
Net income (loss) attributable to Alcoa Corporation |
|
$ |
164 |
|
|
$ |
548 |
|
|
$ |
712 |
|
|
$ |
(232 |
) |
|
|
Quarter ended |
|
|
Six months ended |
|
||||||||||
Selected Financial Metrics |
|
June 30, |
|
|
March 31, |
|
|
June 30, |
|
|
June 30, |
|
||||
Diluted income (loss) per share attributable to Alcoa |
|
$ |
0.62 |
|
|
$ |
2.07 |
|
|
$ |
2.69 |
|
|
$ |
(1.29 |
) |
Third-party shipments of alumina (kmt) |
|
|
2,195 |
|
|
|
2,105 |
|
|
|
4,300 |
|
|
|
4,664 |
|
Third-party shipments of aluminum (kmt) |
|
|
634 |
|
|
|
609 |
|
|
|
1,243 |
|
|
|
1,311 |
|
Average realized price per metric ton of alumina |
|
$ |
378 |
|
|
$ |
575 |
|
|
$ |
475 |
|
|
$ |
385 |
|
Average realized price per metric ton of aluminum |
|
$ |
3,143 |
|
|
$ |
3,213 |
|
|
$ |
3,177 |
|
|
$ |
2,743 |
|
Average Alumina Price Index (API)(1) |
|
$ |
377 |
|
|
$ |
612 |
|
|
$ |
494 |
|
|
$ |
374 |
|
Average London Metal Exchange (LME) 15-day lag(2) |
|
$ |
2,458 |
|
|
$ |
2,607 |
|
|
$ |
2,533 |
|
|
$ |
2,343 |
|
33
Overview
Sequential period comparison
Net income (loss) attributable to Alcoa Corporation was $164 in the second quarter of 2025 compared with $548 in the first quarter of 2025. The unfavorable change of $384 is primarily a result of:
Partially offset by:
Year-to-date comparison
Net income (loss) attributable to Alcoa Corporation was $712 in the six-month period of 2025 compared with $(232) in the six-month period of 2024. The favorable change of $944 is primarily a result of:
Partially offset by:
Sales
Sequential period comparison
Sales decreased $351 primarily as a result of:
Partially offset by:
Year-to-date comparison
Sales increased $882 primarily as a result of:
Partially offset by:
Cost of goods sold
Sequential period comparison
Cost of goods sold as a percentage of sales increased 16% primarily as a result of:
Partially offset by:
Year-to-date comparison
Cost of goods sold as a percentage of sales decreased 10% primarily as a result of:
Partially offset by:
34
Selling, general administrative, and other expenses
Sequential period comparison
Selling, general administrative, and other expenses increased $11 primarily as a result of:
Year-to-date comparison
Selling, general administrative, and other expenses increased $24 primarily as a result of:
Provision for depreciation, depletion, and amortization
Sequential period comparison
The Provision depreciation, depletion, and amortization increased $5 primarily as a result of:
Year-to-date comparison
The Provision for depreciation, depletion, and amortization decreased $23 primarily as a result of:
Interest expense
Sequential period comparison
Interest expense increased $3 primarily as a result of:
Partially offset by:
Year-to-date comparison
Interest expense increased $42 primarily as a result of:
35
Other (income) expenses, net
Sequential period comparison
Other (income) expenses, net was ($112) in the second quarter of 2025 compared with ($26) in the first quarter of 2025. The favorable change of $86 was primarily a result of:
Partially offset by:
Year-to-date comparison
Other (income) expenses, net was ($138) in the six-month period of 2025 compared with $37 in the six-month period of 2024. The favorable change of $175 was primarily a result of:
Partially offset by:
Restructuring and other charges, net
Sequential period comparison
In the second quarter of 2025, Restructuring and other charges, net of $14 primarily related to:
Partially offset by:
In the first quarter of 2025, Restructuring and other charges, net of $5 primarily related to:
Year-to-date comparison
In the six-month period of 2025, Restructuring and other charges, net of $19 primarily related to:
Partially offset by:
In the six-month period of 2024, Restructuring and other charges, net of $220 primarily related to:
36
Provision for income taxes
Sequential period comparison
The Provision for income taxes in the second quarter of 2025 was $10 on income before taxes of $161 or 6.2%. In comparison, the first quarter of 2025 Provision for income taxes was $120 on income before taxes of $668 or 18%.
The decrease in tax expense of $110 is primarily due to decreased income in certain jurisdictions where taxes are paid and the impact of the annualized effective tax rate when applied to current period earnings.
Year-to-date comparison
The Provision for income taxes in the six-month period of 2025 was $130 on income before taxes of $829 or 15.7%. In comparison, the six-month period of 2024 Provision for income taxes was $43 on a loss before taxes of $(233) or (18.5)%.
The increase in tax expense of $87 is primarily attributable to higher income in certain jurisdictions where taxes are paid.
Noncontrolling interest
Through August 1, 2024 when Alcoa completed the acquisition of Alumina Limited, Noncontrolling interest related to Alumina Limited’s 40% ownership interest in the AWAC joint venture. Upon completion of the acquisition by Alcoa, Alumina Limited and, as a result, ownership in the AWAC joint venture, became wholly-owned by Alcoa Corporation.
On March 31, 2025, Alcoa and IGNIS EQT entered into a joint venture agreement. Alcoa owns 75% and continues as the managing operator and IGNIS EQT owns 25% of the San Ciprián operations. Alcoa began recognizing earnings attributable to IGNIS EQT’s ownership interest within Noncontrolling interest in the second quarter of 2025.
Sequential period comparison
Net income (loss) attributable to noncontrolling interest was $(13) in the second quarter of 2025 and $0 in the first quarter of 2025.
Year-to-date comparison
Net income (loss) attributable to noncontrolling interest was $(13) in the six-month period of 2025 compared with $(44) in the six-month period of 2024.
Net income (loss) attributable to noncontrolling interest of $(13) in both the second quarter and six-month period of 2025 reflects losses incurred at the San Ciprián smelter and refinery. Net income (loss) attributable to noncontrolling interest of $(44) in the six-month period of 2024 was driven by restructuring costs partially offset by favorable average realized price of alumina.
37
Segment Information
Alcoa Corporation is a producer of bauxite, alumina, and aluminum products. The Company has two operating and reportable segments: (i) Alumina and (ii) Aluminum. The primary measure of performance is Adjusted EBITDA (Earnings before interest, taxes, depreciation, and amortization) for each segment.
The Company calculates Segment Adjusted EBITDA as Total sales (third-party and intersegment) minus the following items: Cost of goods sold; Selling, general administrative, and other expenses; and Research and development expenses. Alcoa Corporation’s Segment Adjusted EBITDA may not be comparable to similarly titled measures of other companies. The Chief Operating Decision Maker regularly reviews Segment Adjusted EBITDA to assess performance and allocate resources.
Alumina
Business Update. The average API of $377 per metric ton decreased 38% compared to the prior quarter. Compared to the six-month period of 2024, the average API trended favorably, reflecting a 32% increase year-over-year.
On July 1, 2025, Alcoa completed the sale of its full ownership interest of 25.1 % in the Saudi Arabia joint venture, which includes the Ma’aden Bauxite and Alumina Company (see Portfolio actions above).
In June 2024, Alcoa completed the full curtailment of the Kwinana refinery (Australia), as planned, which was announced in January 2024. As of June 2025, the refinery had approximately 230 employees to manage certain processes, including water management. These processes were expected to continue through the fourth quarter of 2025, when the employee number was expected to be further reduced. Due to the Company’s ongoing assessment of long-term water management, the related processes may need to continue beyond the fourth quarter of 2025 and additional restructuring charges for water management may be required in the second half of 2025.
During the second quarter of 2025, the Company continued to evaluate engineering estimates for improvements on closed bauxite residue areas at the Poços de Caldas refinery (Brazil) to comply with impoundment stability regulations in the region by the end of 2027. Upon completion of these estimates, Alcoa may be required to record a charge in the second half of 2025.
On March 31, 2025, Alcoa and IGNIS EQT entered into a joint venture agreement, which includes the San Ciprián refinery (see Portfolio actions above).
Capacity. The Alumina segment had a base capacity of 13,843 kmt with 3,204 kmt of curtailed refining capacity. There was no change in curtailed capacity in 2025.
In the table below, total alumina shipments include metric tons that were not produced by the Alumina segment. Such alumina was purchased to satisfy certain customer commitments. The Alumina segment bears the risk of loss of the purchased alumina until control of the product has been transferred to this segment’s customers.
Adjusted operating costs include all production related costs for alumina produced and shipped: raw materials consumed; conversion costs, such as labor, materials, and utilities; and plant administrative expenses. Other segment items include costs associated with trading activity, the purchase of bauxite from offtake or other supply agreements, and commercial shipping services; other direct and non-production related charges; Selling, general administrative, and other expenses; and Research and development expenses.
38
|
|
Quarter ended |
|
|
Six months ended |
|
||||||||||
|
|
June 30, |
|
|
March 31, |
|
|
June 30, |
|
|
June 30, |
|
||||
Bauxite production (mdmt) |
|
|
9.3 |
|
|
|
9.5 |
|
|
|
18.8 |
|
|
|
19.6 |
|
Third-party bauxite shipments (mdmt) |
|
|
2.9 |
|
|
|
3.0 |
|
|
|
5.9 |
|
|
|
2.5 |
|
Alumina production (kmt) |
|
|
2,351 |
|
|
|
2,355 |
|
|
|
4,706 |
|
|
|
5,209 |
|
Third-party alumina shipments (kmt) |
|
|
2,195 |
|
|
|
2,105 |
|
|
|
4,300 |
|
|
|
4,664 |
|
Intersegment alumina shipments (kmt) |
|
|
1,089 |
|
|
|
1,093 |
|
|
|
2,182 |
|
|
|
1,968 |
|
Produced alumina shipments (kmt) |
|
|
2,384 |
|
|
|
2,316 |
|
|
|
4,700 |
|
|
|
5,216 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Third-party bauxite sales |
|
$ |
208 |
|
|
$ |
243 |
|
|
$ |
451 |
|
|
$ |
160 |
|
Third-party alumina sales |
|
|
843 |
|
|
|
1,220 |
|
|
|
2,063 |
|
|
|
1,811 |
|
Total segment third-party sales |
|
$ |
1,051 |
|
|
$ |
1,463 |
|
|
$ |
2,514 |
|
|
$ |
1,971 |
|
Intersegment alumina sales |
|
|
467 |
|
|
|
712 |
|
|
|
1,179 |
|
|
|
852 |
|
Total sales |
|
$ |
1,518 |
|
|
$ |
2,175 |
|
|
$ |
3,693 |
|
|
$ |
2,823 |
|
Adjusted operating costs |
|
|
770 |
|
|
|
723 |
|
|
|
1,493 |
|
|
|
1,610 |
|
Other segment items |
|
|
609 |
|
|
|
788 |
|
|
|
1,397 |
|
|
|
888 |
|
Segment Adjusted EBITDA |
|
$ |
139 |
|
|
$ |
664 |
|
|
$ |
803 |
|
|
$ |
325 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Average realized third-party price per metric ton of alumina |
|
$ |
378 |
|
|
$ |
575 |
|
|
$ |
475 |
|
|
$ |
385 |
|
Adjusted operating cost per metric ton of produced alumina shipped |
|
$ |
323 |
|
|
$ |
312 |
|
|
$ |
318 |
|
|
$ |
309 |
|
Production
Sequential period comparison
Alumina production was consistent with the first quarter of 2025.
Year-to-date comparison
Alumina production decreased 10% primarily as a result of:
Third-party sales
Sequential period comparison
Third-party sales decreased $412 primarily as a result of:
Partially offset by:
Year-to-date comparison
Third-party sales increased $543 primarily as a result of:
Partially offset by:
39
Intersegment alumina sales
Sequential period comparison
Intersegment alumina sales decreased $245 primarily as a result of:
Year-to-date comparison
Intersegment alumina sales increased $327 primarily as a result of:
Segment Adjusted EBITDA
Sequential period comparison
Segment Adjusted EBITDA decreased $525 primarily as a result of:
Partially offset by:
Year-to-date comparison
Segment Adjusted EBITDA increased $478 primarily as a result of:
Partially offset by:
Forward Look. For the third quarter of 2025 in comparison to the second quarter of 2025, the Alumina segment expects lower production costs, primarily due to decreased maintenance costs.
Alcoa expects 2025 total Alumina segment production and shipments to remain unchanged from its prior projection, ranging between 9.5 to 9.7 million metric tons, and between 13.1 and 13.3 million metric tons, respectively. The difference between production and shipments reflects trading volumes and externally sourced alumina to fulfill customer contracts due to the curtailment of the Kwinana refinery.
Aluminum
Business Update. Aluminum prices decreased sequentially with LME prices on a 15-day lag averaging $2,458 per metric ton in the second quarter of 2025. Additionally, the average Midwest premium (United States and Canada) increased 36% sequentially following the increase on U.S. Section 232 tariff on aluminum imports from Canada from 25% to 50% on June 4, 2025.
In the second quarter of 2025, Alcoa incurred approximately $115 for tariff costs on imports of aluminum to the U.S. from Canada, a sequential increase of approximately $95.
San Ciprián Smelter
On March 31, 2025, Alcoa and IGNIS EQT entered into a joint venture agreement, which includes the San Ciprián smelter (see Portfolio actions above). The joint venture agreement allows for the planned restart of the San Ciprián smelter in 2025, a commitment included in the viability agreement reached with the workers’ representatives of the San Ciprián smelter in December 2021, and subsequently updated in February 2023.
The restart of the San Ciprián smelter was paused in April 2025 following a widespread power outage across Spain, until the Spanish government could provide sufficient details on the cause of the power outage and the measures being taken to prevent a reoccurrence. On July 14, 2025, Alcoa and IGNIS EQT announced the restart process of the San Ciprián smelter would resume (see Portfolio actions above).
40
In connection with terms of the updated viability agreement, the Company had restricted cash of $75 remaining at June 30, 2025, to be made available for capital improvements at the site and smelter restart costs. In the first quarter of 2025, $11 was released from restricted cash related to smelter restart and capital expenditures incurred in the fourth quarter of 2024 and first quarter of 2025.
Other Matters
On July 1, 2025, Alcoa completed the sale of its full ownership interest of 25.1% in the Saudi Arabia joint venture, which includes the Ma’aden Aluminium Company (see Portfolio actions above). In accordance with the transaction, the metal offtake agreement with Ma’aden was terminated in the first quarter of 2025.
During the second quarter of 2025, the Company entered into firming contracts and a power purchase agreement (PPA) to manage the variability and intermittency of renewable energy sources and reduce spot market exposure at the Mosjøen smelter (Norway). The firming contracts convert certain pay-as-produced wind contracts into baseload power to eliminate volume risk. One of the firming contracts is a derivative and does not qualify for hedge accounting treatment. See Note M to the Consolidated Financial Statements in Part I Item 1 of this Form 10-Q.
During the first and second quarters of 2025, the Company progressed the restart of the Alumar smelter. The site was operating at approximately 91% of the site’s total annual capacity of 268 kmt (Alcoa share) as of June 30, 2025.
In the table below, total aluminum third-party shipments include metric tons that were not produced by the Aluminum segment. Such aluminum was purchased by this segment to satisfy certain customer commitments. The Aluminum segment bears the risk of loss of the purchased aluminum until control of the product has been transferred to this segment’s customers. Additionally, Total shipments include offtake from a joint venture supply agreement.
The average realized third-party price per metric ton of aluminum includes three elements: a) the underlying base metal component, based on quoted prices from the LME; b) the regional premium, which represents the incremental price over the base LME component that is associated with the physical delivery of metal to a particular region (e.g., the Midwest premium for metal sold in the United States); and c) the product premium, which represents the incremental price for receiving physical metal in a particular shape (e.g., billet, slab, rod, etc.) or alloy.
Adjusted operating costs include all production related costs for aluminum produced and shipped: raw materials consumed; conversion costs, such as labor, materials, and utilities; and plant administrative expenses. Other segment items include costs associated with trading activity and energy assets; other direct and non-production related charges; Selling, general administrative, and other expenses; and Research and development expenses.
|
|
Quarter ended |
|
|
Six months ended |
|
||||||||||
|
|
June 30, |
|
|
March 31, |
|
|
June 30, |
|
|
June 30, |
|
||||
Aluminum production (kmt) |
|
|
572 |
|
|
|
564 |
|
|
|
1,136 |
|
|
|
1,085 |
|
Total aluminum shipments (kmt) |
|
|
634 |
|
|
|
609 |
|
|
|
1,243 |
|
|
|
1,311 |
|
Produced aluminum shipments (kmt) |
|
|
581 |
|
|
|
567 |
|
|
|
1,148 |
|
|
|
1,145 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Third-party aluminum sales |
|
$ |
1,993 |
|
|
$ |
1,955 |
|
|
$ |
3,948 |
|
|
$ |
3,595 |
|
Other(1) |
|
|
(37 |
) |
|
|
(54 |
) |
|
|
(91 |
) |
|
|
(62 |
) |
Total segment third-party sales |
|
$ |
1,956 |
|
|
$ |
1,901 |
|
|
$ |
3,857 |
|
|
$ |
3,533 |
|
Intersegment sales |
|
|
5 |
|
|
|
4 |
|
|
|
9 |
|
|
|
7 |
|
Total sales |
|
$ |
1,961 |
|
|
$ |
1,905 |
|
|
$ |
3,866 |
|
|
$ |
3,540 |
|
Adjusted operating costs |
|
|
1,578 |
|
|
|
1,574 |
|
|
|
3,152 |
|
|
|
2,621 |
|
Other segment items |
|
|
286 |
|
|
|
197 |
|
|
|
483 |
|
|
|
636 |
|
Segment Adjusted EBITDA |
|
$ |
97 |
|
|
$ |
134 |
|
|
$ |
231 |
|
|
$ |
283 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Average realized third-party price per metric ton of aluminum |
|
$ |
3,143 |
|
|
$ |
3,213 |
|
|
$ |
3,177 |
|
|
$ |
2,743 |
|
Adjusted operating cost per metric ton of produced aluminum shipped |
|
$ |
2,718 |
|
|
$ |
2,775 |
|
|
$ |
2,746 |
|
|
$ |
2,288 |
|
41
Production
Sequential period comparison
Production increased 1% primarily as a result of:
Year-to-date comparison
Production increased 5% primarily as a result of:
Third-party sales
Sequential period comparison
Third-party sales increased $55 primarily as a result of:
Partially offset by:
Year-to-date comparison
Third-party sales increased $324 primarily as a result of:
Partially offset by:
Segment Adjusted EBITDA
Sequential period comparison
Segment Adjusted EBITDA decreased $37 primarily as a result of:
Partially offset by:
Year-to-date comparison
Segment Adjusted EBITDA decreased $52 primarily as a result of:
Partially offset by:
42
The following table provides consolidated capacity and curtailed capacity (each in kmt) for each smelter owned by Alcoa Corporation:
|
|
|
|
June 30, 2025 |
|
|
March 31, 2025 |
|
|
June 30, 2024 |
|
|||||||||||||||
Facility |
|
Country |
|
Capacity(1) |
|
|
Curtailed |
|
|
Capacity(1) |
|
|
Curtailed |
|
|
Capacity(1) |
|
|
Curtailed |
|
||||||
Portland(2) |
|
Australia |
|
|
197 |
|
|
|
33 |
|
|
|
197 |
|
|
|
33 |
|
|
|
197 |
|
|
|
35 |
|
São Luís (Alumar)(3) |
|
Brazil |
|
|
268 |
|
|
|
25 |
|
|
|
268 |
|
|
|
27 |
|
|
|
268 |
|
|
|
75 |
|
Baie Comeau |
|
Canada |
|
|
324 |
|
|
|
— |
|
|
|
324 |
|
|
|
— |
|
|
|
324 |
|
|
|
— |
|
Bécancour |
|
Canada |
|
|
350 |
|
|
|
— |
|
|
|
350 |
|
|
|
— |
|
|
|
350 |
|
|
|
— |
|
Deschambault |
|
Canada |
|
|
287 |
|
|
|
— |
|
|
|
287 |
|
|
|
— |
|
|
|
287 |
|
|
|
— |
|
Fjarðaál |
|
Iceland |
|
|
351 |
|
|
|
— |
|
|
|
351 |
|
|
|
— |
|
|
|
351 |
|
|
|
— |
|
Lista(4) |
|
Norway |
|
|
95 |
|
|
|
15 |
|
|
|
95 |
|
|
|
31 |
|
|
|
95 |
|
|
|
31 |
|
Mosjøen |
|
Norway |
|
|
200 |
|
|
|
— |
|
|
|
200 |
|
|
|
— |
|
|
|
200 |
|
|
|
— |
|
San Ciprián |
|
Spain |
|
|
228 |
|
|
|
214 |
|
|
|
228 |
|
|
|
214 |
|
|
|
228 |
|
|
|
214 |
|
Massena West |
|
U.S. |
|
|
130 |
|
|
|
— |
|
|
|
130 |
|
|
|
— |
|
|
|
130 |
|
|
|
— |
|
Warrick |
|
U.S. |
|
|
215 |
|
|
|
54 |
|
|
|
215 |
|
|
|
54 |
|
|
|
215 |
|
|
|
54 |
|
|
|
|
|
|
2,645 |
|
|
|
341 |
|
|
|
2,645 |
|
|
|
359 |
|
|
|
2,645 |
|
|
|
409 |
|
Forward Look. For the third quarter of 2025 in comparison to the second quarter of 2025, the Aluminum segment expects increased costs associated with tariffs on U.S. imports of aluminum from Canada.
Alcoa expects 2025 total Aluminum segment production to remain unchanged from its prior projection, ranging between 2.3 and 2.5 million metric tons. The Company has decreased its 2025 projection for aluminum shipments to range between 2.5 and 2.6 million metric tons, a reduction of between 0.1 and 0.2 million metric tons from the prior projection, primarily due to reduced production at the San Ciprián smelter as a result of the delayed restart.
43
Reconciliations of Certain Segment Information
Reconciliation of Total Segment Third-Party Sales to Consolidated Sales
|
|
Quarter ended |
|
|
Six months ended |
|
||||||||||
|
|
June 30, |
|
|
March 31, |
|
|
June 30, |
|
|
June 30, |
|
||||
Alumina |
|
$ |
1,051 |
|
|
$ |
1,463 |
|
|
$ |
2,514 |
|
|
$ |
1,971 |
|
Aluminum |
|
|
1,956 |
|
|
|
1,901 |
|
|
|
3,857 |
|
|
|
3,533 |
|
Total segment third-party sales |
|
$ |
3,007 |
|
|
$ |
3,364 |
|
|
$ |
6,371 |
|
|
$ |
5,504 |
|
Other |
|
|
11 |
|
|
|
5 |
|
|
|
16 |
|
|
|
1 |
|
Consolidated sales |
|
$ |
3,018 |
|
|
$ |
3,369 |
|
|
$ |
6,387 |
|
|
$ |
5,505 |
|
Reconciliation of Total Segment Adjusted EBITDA to Consolidated Net Income (Loss) Attributable to Alcoa Corporation
|
|
Quarter ended |
|
|
Six months ended |
|
||||||||||
|
|
June 30, |
|
|
March 31, |
|
|
June 30, |
|
|
June 30, |
|
||||
Total Segment Adjusted EBITDA |
|
$ |
236 |
|
|
$ |
798 |
|
|
$ |
1,034 |
|
|
$ |
608 |
|
Unallocated amounts: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Transformation(1) |
|
|
(21 |
) |
|
|
(12 |
) |
|
|
(33 |
) |
|
|
(30 |
) |
Intersegment eliminations |
|
|
135 |
|
|
|
103 |
|
|
|
238 |
|
|
|
(37 |
) |
Corporate expenses(2) |
|
|
(45 |
) |
|
|
(37 |
) |
|
|
(82 |
) |
|
|
(75 |
) |
Provision for depreciation, depletion, and amortization |
|
|
(153 |
) |
|
|
(148 |
) |
|
|
(301 |
) |
|
|
(324 |
) |
Restructuring and other charges, net |
|
|
(14 |
) |
|
|
(5 |
) |
|
|
(19 |
) |
|
|
(220 |
) |
Interest expense |
|
|
(56 |
) |
|
|
(53 |
) |
|
|
(109 |
) |
|
|
(67 |
) |
Other income (expenses), net |
|
|
112 |
|
|
|
26 |
|
|
|
138 |
|
|
|
(37 |
) |
Other(3) |
|
|
(33 |
) |
|
|
(4 |
) |
|
|
(37 |
) |
|
|
(51 |
) |
Consolidated income (loss) before income taxes |
|
|
161 |
|
|
|
668 |
|
|
|
829 |
|
|
|
(233 |
) |
Provision for income taxes |
|
|
(10 |
) |
|
|
(120 |
) |
|
|
(130 |
) |
|
|
(43 |
) |
Net loss attributable to noncontrolling interest |
|
|
13 |
|
|
|
— |
|
|
|
13 |
|
|
|
44 |
|
Consolidated net income (loss) attributable to Alcoa Corporation |
|
$ |
164 |
|
|
$ |
548 |
|
|
$ |
712 |
|
|
$ |
(232 |
) |
Environmental Matters
See the Environmental Matters section of Note O to the Consolidated Financial Statements in Part I Item 1 of this Form 10-Q.
Liquidity and Capital Resources
Management believes that the Company’s cash on hand, projected cash flows, and liquidity options, combined with its strategic actions, will be adequate to fund its short-term (at least 12 months) and long-term operating and investing needs. The Company plans to opportunistically access liquidity sources to support its cash position and ongoing cash needs. Further, the Company has flexibility related to its use of cash; the Company has debt maturities of $141 on the Existing 2027 Notes and $219 on the Existing 2028 Notes and no other significant debt maturities until 2029. Additionally, the Company has no significant cash contribution requirements related to its pension plan obligations.
Although management believes that Alcoa’s projected cash flows and other liquidity options will provide adequate resources to fund operating and investing needs, the Company’s access to, and the availability of, financing on acceptable terms in the future will be affected by many factors, including: (i) Alcoa Corporation’s credit rating; (ii) the liquidity of the overall capital markets; (iii) the current state of the economy and commodity markets, and (iv) short- and long-term debt ratings. There can be no assurances that the Company will continue to have access to capital markets on terms acceptable to Alcoa Corporation.
Changes in market conditions caused by U.S., global, or macroeconomic events, such as ongoing regional conflicts, high inflation, and changing U.S. or global monetary or trade policies could have adverse effects on Alcoa’s ability to obtain additional financing and cost of borrowing. Inability to generate sufficient earnings could impact the Company’s ability to meet the financial covenants in our outstanding debt and revolving credit facility agreements and limit our ability to access these sources of liquidity or refinance or renegotiate our outstanding debt or credit agreements on terms acceptable to the Company. Additionally, the impact on market conditions from such events could adversely affect the liquidity of Alcoa’s customers, suppliers, and joint venture partners and equity method investments, which could negatively impact the collectability of outstanding receivables and our cash flows.
44
Cash from Operations
Cash provided from operations was $563 in the six-month period of 2025 compared with cash provided from operations of $64 in the same period in 2024. Notable changes to sources and (uses) of cash included:
On April 30, 2025, the ART issued its decision related to the proceedings AofA filed against the ATO in April 2022 to contest the Notices of Assessment issued by the ATO in July 2020 related to transfer pricing of certain historic third-party alumina sales. The ART decided that no additional tax is owed, consistent with Alcoa’s long-held position related to this matter.
In accordance with the ATO’s dispute resolution practices, AofA paid 50% of the assessed income tax amount exclusive of interest and any penalties, or approximately $74 (A$107), during the third quarter 2020. Interest on the unpaid tax was accrued through the decision date, which, along with the initial interest assessment, was deductible against taxable income by AofA. AofA applied this deduction beginning in the third quarter of 2020 through the decision date, resulting in reductions in cash tax payments.
The ATO did not appeal the ART’s decision, and the disputed tax claims (and additional related interest and penalties) have been withdrawn. With the withdrawal of the ATO’s claims, the prepaid tax asset and related interest of $78 (A$120) were refunded to AofA in July 2025, and accrued cash taxes of $225 (A$346) related to the interest deductions are payable by AofA by June 1, 2026. The net cash impact of both the refunded amount and the accrued cash taxes is approximately $147 (A$226) through June 2026. See description of the tax dispute in Note O to the Consolidated Financial Statements in Part I Item 1 of this Form 10-Q.
The Company utilizes a Receivables Purchase Agreement facility to sell up to $150 of certain receivables through an SPE to a financial institution on a revolving basis. Alcoa Corporation guarantees the performance obligations of the Company subsidiaries, and unsold customer receivables are pledged as collateral to the financial institution to secure the sold receivables. At June 30, 2025, the SPE held unsold customer receivables of $355 pledged as collateral against the sold receivables.
The Company continues to service the customer receivables that were transferred to the financial institution. As Alcoa collects customer payments, the SPE transfers additional receivables to the financial institution rather than remitting cash. In the six-month period of 2025, the Company sold gross customer receivables of $447 and reinvested collections of $447 from previously sold receivables, resulting in no net cash remittance to or proceeds from the financial institution. In the six-month period of 2024, the Company sold gross customer receivables of $600 and reinvested collections of $584 from previously sold receivables, resulting in net cash proceeds from the financial institution of $16. Cash collections from previously sold receivables yet to be reinvested of $58 were included in Accounts payable, trade on the Consolidated Balance Sheet as of June 30, 2025. Cash received from sold receivables under the agreement are presented within operating activities in the Statement of Consolidated Cash Flows. See Note I to the Consolidated Financial Statements in Part I Item 1 of this Form 10-Q.
During the first and second quarters of 2025, Alcoa entered into financial contracts with multiple counterparties to mitigate financial risks associated with changes in aluminum prices, natural gas prices, electricity prices, and foreign currency exchange rates. The aluminum, natural gas, and electricity financial contracts qualify for cash flow hedge accounting. The foreign exchange financial contracts do not qualify for hedge accounting treatment. These contracts are held by a separate wholly-owned subsidiary of Alcoa Corporation and are intended to limit the Company’s net cash outlays to the committed funding under the San Ciprián joint venture agreement. The associated realized gains or losses have no impact on the results of the San Ciprián operations. See Note M to the Consolidated Financial Statements in Part I Item 1 of this Form 10-Q.
Financing Activities
Cash provided from financing activities was $10 in the six-month period of 2025 compared with $679 in the same period in 2024.
The source of cash in the six-month period of 2025 was primarily $985 net proceeds from the bond issuance (see below), $27 of contributions from IGNIS EQT (see Noncontrolling interest above), partially offset by $890 used to settle cash tender offers on existing debt (see below), $53 of dividends paid on stock, and $42 of net payments on short-term borrowings (see below).
The source of cash in the six-month period of 2024 was primarily $737 net proceeds from the debt issuance for $750 aggregate principal amount of 7.125% Senior Notes due 2031 and $33 of net contributions from Alumina Limited (see Noncontrolling interest above), partially offset by $37 of dividends paid on common stock and $25 of net payments on short-term borrowings (see below).
45
Short-term Borrowings
The Company entered into inventory repurchase agreements whereby the Company sold aluminum to a third party and agreed to subsequently repurchase substantially similar inventory. The Company did not record sales upon each shipment of inventory and the net cash received of $8 related to these agreements was recorded in Short-term borrowings within Other current liabilities on the Consolidated Balance Sheet as of June 30, 2025.
During the six-month period of 2025, the Company recorded borrowings of $51 and repurchased $93 of inventory related to these agreements. During the six-month period of 2024, the Company recorded borrowings of $45 and repurchased $70 of inventory related to these agreements.
The cash received and subsequently paid under the inventory repurchase agreements is included in Cash provided from financing activities on the Statement of Consolidated Cash Flows.
144A Debt
In March 2025, Alumina Pty Ltd, a wholly-owned subsidiary of Alcoa Corporation, completed Rule 144A (U.S. Securities Act of 1933, as amended) debt issuances of $500 aggregate principal amount of 6.125% Senior Notes due 2030 (the 2030 Notes) and $500 aggregate principal amount of 6.375% Senior Notes due 2032 (the 2032 Notes, and, collectively with the 2030 Notes, the Notes). The net proceeds of these issuances were $985, reflecting a discount to the initial purchasers of the Notes as well as issuance costs.
In March 2025, ANHBV announced and settled cash tender offers which resulted in the tender and acceptance of $609 of the $750 aggregate principal amount of Existing 2027 Notes and $281 of the $500 aggregate principal amount of Existing 2028 Notes for purchase.
See Note K to the Consolidated Financial Statements in Part I Item 1 of this Form 10-Q.
Credit Facilities
Revolving Credit Facility
The Company and ANHBV, a wholly-owned subsidiary of Alcoa Corporation and the borrower, have a $1,250 revolving credit and letter of credit facility in place for working capital and/or other general corporate purposes (the Revolving Credit Facility). The Revolving Credit Facility, established in September 2016, most recently amended and restated in June 2022 and amended in January 2024, is scheduled to mature in June 2027. Subject to the terms and conditions under the Revolving Credit Facility, the Company or ANHBV may borrow funds or issue letters of credit. Under the terms of the January 2024 amendment, the Company agreed to provide collateral for its obligations under the Revolving Credit Facility. See Part II Item 8 of Alcoa Corporation’s Annual Report on Form 10-K in Note M to the Consolidated Financial Statements for the year ended December 31, 2024 for more information on the Revolving Credit Facility.
As of June 30, 2025, the Company was in compliance with all financial covenants. The Company may access the entire amount of commitments under the Revolving Credit Facility. There were no borrowings outstanding at June 30, 2025, and no amounts were borrowed during the six-month periods of 2025 and 2024 under the Revolving Credit Facility.
Japanese Yen Revolving Credit Facility
The Company and ANHBV have a revolving credit facility available to be drawn in Japanese yen (the Japanese Yen Revolving Credit Facility). In April 2025, the Company and ANHBV entered into an amendment to the Japanese Yen Revolving Credit Facility, reducing the aggregate commitments from $250 to $200 and extending the maturity from April 2025 to April 2026. Subject to the terms and conditions under the facility, the Company or ANHBV may borrow funds.
The Japanese Revolving Credit Facility, established in April 2023 and amended in January 2024, April 2024, and April 2025, includes covenants that are substantially the same as those included in the Revolving Credit Facility. Under the terms of the January 2024 amendment, the Company agreed to provide collateral for its obligations under the Japanese Yen Revolving Credit Facility. See Part II Item 8 of Alcoa Corporation’s Annual Report on Form 10-K in Note M to the Consolidated Financial Statements for the year ended December 31, 2024 for more information on the Japanese Yen Revolving Credit Facility.
As of June 30, 2025, the Company was in compliance with all financial covenants. The Company may access the entire amount of commitments under the Japanese Revolving Credit Facility. There were no borrowings outstanding at June 30, 2025. During the six-month period of 2025, no amounts were borrowed. During the six-month period of 2024, $201 (JPY 29,686) was borrowed and $196 (JPY 29,686) was repaid.
Other
In April 2025, the Company amended a $74 term loan extending maturity from May 2025 to November 2025.
46
Dividend
On May 9, 2025, the Board of Directors declared a quarterly cash dividend of $0.10 per share of the Company’s common stock (including common stock underlying CDIs) and Series A convertible preferred stock, to stockholders of record as of the close of business on May 20, 2025. In June 2025, the Company paid cash dividends of $27.
Ratings
Alcoa Corporation’s cost of borrowing and ability to access the capital markets are affected not only by market conditions but also by the short- and long-term debt ratings assigned to Alcoa Corporation’s debt by the major credit rating agencies.
On March 3, 2025, Standard and Poor’s Global Ratings affirmed the rating of Alcoa Corporation’s long-term debt as BB and revised the outlook from stable to positive.
On March 3, 2025, Moody’s Investor Service affirmed the rating of ANHBV’s long-term debt as Ba1 and affirmed the outlook as stable and published Alumina Pty Ltd’s long-term debt rating as Ba1 with a stable outlook.
On March 3, 2025, Fitch Ratings published Alumina Pty Ltd’s long-term debt rating as BB+ with a stable outlook.
On February 28, 2025, Fitch Ratings affirmed the rating for Alcoa Corporation and ANHBV’s long-term debt as BB+ and affirmed the outlook as stable.
Ratings are not a recommendation to buy or hold any of Alcoa’s securities and they may be revised or revoked at any time at the sole discretion of the rating organization.
Investing Activities
Cash used for investing activities was $240 in the six-month period of 2025 compared with $281 for the same period in 2024.
In the six-month period of 2025, the use of cash was primarily attributable to $224 related to capital expenditures and $29 of cash contributions to the ELYSIS partnership, partially offset by cash received of $11 for the sale of a non-core investment.
In the six-month period of 2024, the use of cash was primarily attributable to $265 related to capital expenditures and $17 of cash contributions to the ELYSIS partnership.
Recently Adopted and Recently Issued Accounting Guidance
See Note B to the Consolidated Financial Statements in Part I Item 1 of this Form 10-Q.
Dissemination of Company Information
Alcoa Corporation intends to make future announcements regarding company developments and financial performance through its website, https://www.alcoa.com, as well as through press releases, filings with the Securities and Exchange Commission, conference calls, media broadcasts, and webcasts.
Item 3. Quantitative and Qualitative Disclosures About Market Risk.
See Part II Item 7A Quantitative and Qualitative Disclosures About Market Risk of Alcoa Corporation’s Annual Report on Form 10-K for the year ended December 31, 2024. Our exposure to market risk has not changed materially since December 31, 2024. Refer to Part I Item 1 of this Form 10-Q in Note M to the Consolidated Financial Statements under caption Derivatives for additional information.
Item 4. Controls and Procedures.
(a) Evaluation of Disclosure Controls and Procedures
Alcoa Corporation’s Chief Executive Officer and Chief Financial Officer have evaluated the Company’s disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) of the U.S. Securities Exchange Act of 1934, as amended, as of the end of the period covered by this report, and they have concluded that these controls and procedures were effective as of June 30, 2025.
(b) Changes in Internal Control over Financial Reporting
There have been no changes in internal control over financial reporting during the second quarter of 2025, that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.
47
PART II – OTHER INFORMATION
Item 1. Legal Proceedings.
(dollars in millions)
In the ordinary course of its business, Alcoa is involved in a number of lawsuits and claims, both actual and potential. Various lawsuits, claims, and proceedings have been or may be instituted or asserted against Alcoa Corporation, including those pertaining to environmental, safety and health, commercial, tax, product liability, intellectual property infringement, governance, employment, employee and retiree benefit matters, and other actions and claims arising out of the normal course of business. While the amounts claimed in these other matters may be substantial, the ultimate liability is not readily determinable because of the considerable uncertainties that exist. Accordingly, it is possible that the Company’s liquidity or results of operations in a particular period could be materially affected by one or more of these other matters. However, based on facts currently available, management believes that the disposition of these other matters that are pending or asserted will not have a material adverse effect, individually or in the aggregate, on the financial position of the Company.
SEC regulations require disclosure of certain environmental matters when a governmental authority is a party to the proceedings and such proceedings involve potential monetary sanctions that Alcoa Corporation reasonably believes will exceed a specified threshold. Pursuant to these regulations, the Company uses a threshold of $1 for purposes of determining whether disclosure of any such proceedings is required.
A discussion of our material pending lawsuits and claims can be found in Part I Item 3 Legal Proceedings of Alcoa Corporation’s Annual Report on Form 10-K for the fiscal year ended December 31, 2024. See Part I Item 1 of this Form 10-Q in Note O to the Consolidated Financial Statements for additional information regarding legal proceedings.
Item 1A. Risk Factors.
We face a number of risks that could materially and adversely affect our business, results of operations, cash flow, liquidity, or financial condition. A full discussion of our risk factors can be found in Part I Item 1A. Risk Factors of Alcoa Corporation’s Annual Report on Form 10-K for the fiscal year ended December 31, 2024.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.
(dollars in millions, except share and per-share amounts)
Issuer Purchases of Equity Securities
The table below sets forth information regarding the repurchase of shares of our common stock during the periods indicated.
Period |
|
Total Number of Shares Purchased |
|
|
Weighted Average Price Paid Per Share |
|
|
Total Number of Shares Purchased as Part of Publicly Announced Program |
|
|
Approximate Dollar Value of Shares that May Yet be Purchased Under the Program(1) |
|
||||
April 1 to April 30 |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
$ |
500 |
|
May 1 to May 31 |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
500 |
|
June 1 to June 30 |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
500 |
|
Total |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
|
As of the date of this report, the Company is currently authorized to repurchase up to a total of $500, in the aggregate, of its outstanding shares of common stock under the July 2022 authorization. Repurchases under this program may be made using a variety of methods, which may include open market purchases, privately negotiated transactions, or pursuant to a Rule 10b5-1 plan. This program may be suspended or discontinued at any time and does not have a predetermined expiration date. Alcoa Corporation intends to retire repurchased shares of common stock.
Item 5. Other Information.
Trading Arrangements
48
Item 6. Exhibits.
|
|
31.1 |
Certification of Principal Executive Officer required by Rule 13a-14(a) or 15d-14(a) (filed herewith) |
|
|
31.2 |
Certification of Principal Financial Officer required by Rule 13a-14(a) or 15d-14(a) (filed herewith) |
|
|
32.1 |
Certification of Principal Executive Officer required by Rule 13a-14(b) or Rule 15d-14(b) and Section 1350 of Chapter 63 of Title 18 of the United States Code (furnished herewith) |
|
|
32.2 |
Certification of Principal Financial Officer required by Rule 13a-14(b) or Rule 15d-14(b) and Section 1350 of Chapter 63 of Title 18 of the United States Code (furnished herewith) |
|
|
101.INS |
Inline XBRL Instance Document – the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document |
|
|
101.SCH |
Inline XBRL Taxonomy Extension Schema with Embedded Linkbases Document |
|
|
104 |
Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) |
49
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
|
|
|
|
|
|
|
|
|
|
|
|
|
Alcoa Corporation |
|
|
|
|
|||
July 31, 2025 |
|
|
|
|
|
/s/ Molly S. Beerman |
Date |
|
|
|
|
|
Molly S. Beerman |
|
|
|
|
|
|
Executive Vice President and Chief Financial Officer |
|
|
|
|
|
|
(Principal Financial Officer) |
|
|
|
|
|
|
|
|
|
|
|
|||
July 31, 2025 |
|
|
|
|
|
/s/ Renee R. Henry |
Date |
|
|
|
|
|
Renee R. Henry |
|
|
|
|
|
|
Senior Vice President and Controller |
|
|
|
|
|
|
(Principal Accounting Officer) |
50
FAQ
What information is available?
