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Restructuring and Other Charges, Net
12 Months Ended
Dec. 31, 2021
Restructuring And Related Activities [Abstract]  
Restructuring and Other Charges, Net

D. Restructuring and Other Charges, Net

Restructuring and other charges, net were comprised of the following:

 

 

 

2021

 

 

2020

 

 

2019

 

Settlements and/or curtailments related to retirement benefits (O)

 

$

977

 

 

$

58

 

 

$

119

 

Severance and employee termination costs

 

 

1

 

 

 

16

 

 

 

51

 

Asset impairments

 

 

75

 

 

 

2

 

 

 

225

 

Asset retirement obligations (R)

 

 

23

 

 

 

2

 

 

 

75

 

Environmental remediation (S)

 

 

15

 

 

 

1

 

 

 

69

 

Loss on divestitures

 

 

 

 

 

 

 

 

446

 

Other

 

 

82

 

 

 

36

 

 

 

52

 

Reversals of previously recorded layoff and other costs

 

 

(45

)

 

 

(11

)

 

 

(6

)

Restructuring and other charges, net

 

$

1,128

 

 

$

104

 

 

$

1,031

 

 

Severance and employee termination costs were recorded based on approved detailed action plans submitted by the operating locations that specified positions to be eliminated, benefits to be paid under existing severance plans, union contracts or statutory requirements, and the expected timetable for completion of the plans.

2021 Actions. In 2021 Alcoa Corporation recorded Restructuring and other charges, net, of $1,128 which were comprised of the following components:

 

Non-cash settlement charges related to pension and certain other postretirement benefits (see Note O):

 

o

$858 related to the purchase of group annuity contracts to transfer approximately $1,500 of pension obligations and assets associated with defined benefit pension plans for approximately 14,000 United States retirees and beneficiaries, as well as lump sum settlements;

 

o

$63 related to the purchase of a group annuity contract to transfer approximately $55 of pension obligations and assets associated with a Suriname pension plan for approximately 800 retirees and beneficiaries;

 

o

$47 related to certain defined benefit pension benefits;

 

o

Net $9 related to the settlement and curtailment of certain other postretirement benefits resulting from the sale of the Warrick Rolling Mill;

 

Charges related to portfolio actions taken as part of the Company’s ongoing strategic review (see details below):

 

o

$80 related to the closure of the previously curtailed aluminum smelter facility in Wenatchee (Washington);

 

o

$62 related to the agreement reached with the workers at the San Ciprián (Spain) aluminum smelter to curtail smelting capacity;

 

o

$27 related to the closure of the previously curtailed anode facility in Lake Charles (Louisiana);

 

Other charges:

 

o

$13 for additional take-or-pay contract costs related to the curtailed Wenatchee (Washington) and Intalco (Washington) smelters;

 

o

$11 to record additional environmental and asset retirement related reserves (see Note R and Note S);

 

o

$3 for several other insignificant items;

 

Reversals:

 

o

$6 for a take-or-pay energy-related obligation at the Alumar smelter no longer required due to the announced restart;

 

o

$17 related to the divestiture of the Avilés and La Coruña entities (see below); and,

 

o

$22 due to lower costs for demolition and remediation related to previously established reserves (see Note R and Note S).

In December 2021, the Company announced the two-year curtailment of 228 kmt of smelting capacity at the San Ciprián (Spain) aluminum smelter. The temporary curtailment, which began at the end of January 2022, is the result of an agreement reached with the workers at the site to suspend production due to exorbitant energy prices in Spain. Under the terms of the agreement, the Company is responsible for certain employee and contractual obligations during the curtailment period. As a result, the Company recorded charges of $62 in the fourth quarter of 2021 in Restructuring and other charges, net on the Statement of Consolidated Operations. Additionally, in connection with the agreement, the Company committed to restart the smelter beginning in January of 2024 and has restricted cash of $103 to be made available in the future to cover $68 in capital improvements at the site and $35 in smelter restart costs. Restricted cash is included in Other noncurrent assets on the Consolidated Balance Sheet (see Note U). The San Ciprián smelter will continue to incur operating costs for the casthouse as well as resources to maintain and improve the smelter for restart.

During the fourth quarter of 2021, as part of the Company’s ongoing strategic portfolio review, the Company announced the permanent closure of the Wenatchee (Washington) aluminum smelter. The smelter has been fully curtailed since 2015. Charges related to the closure totaled $90 in the fourth quarter of 2021 and included a charge of $10 for the write down of remaining inventories to net realizable value recorded in Cost of goods sold on the Statement of Consolidated Operations and a charge of $80 recorded in Restructuring and other charges, net on the Statement of Consolidated Operations. The restructuring charges were comprised of: $30 to write-off the remaining net book value of various assets; $23 of asset impairments; $21 to establish reserves related to environmental and demolition obligations; $5 related to take-or-pay contractual obligations; and $1 of severance and employee termination costs from the separation of approximately 10 employees. Cash outlays related to demolition and environmental related activities are expected to be spread over approximately 5 years.

During the third quarter of 2021, as part of the Company’s ongoing strategic portfolio review, the Company announced the decision to permanently close the previously curtailed anode facility in Lake Charles (Louisiana). The anode facility within the Lake Charles site has been fully curtailed since 2015. The Company recorded charges of $27 in the third quarter of 2021, which were recorded in Restructuring and other charges, net on the Statement of Consolidated Operations, comprised of asset impairments of $22 and cash-based charges for closure and asset retirement obligations of $5. Cash outlays related to demolition and environmental related activities are expected within the next year. The Company’s petroleum coke calciner located at the same site in Lake Charles will remain in operation, unaffected by the closure of the anode facility.

2020 Actions. In 2020, Alcoa Corporation recorded Restructuring and other charges, net, of $104 which were comprised of the following components: $59 related to settlements and curtailments of certain pension and other postretirement benefits (see Note O); $28 (net) for costs related to the curtailment of the Intalco (Washington) smelter; $20 for additional contract costs related to the curtailed Wenatchee (Washington) smelter; and several other insignificant items.

In April 2020, as part of the Company’s portfolio review, Alcoa Corporation announced the curtailment of the remaining 230 kmt of uncompetitive smelting capacity at the Intalco (Washington) smelter amid declining market conditions. The full curtailment, which included 49 kmt of earlier-curtailed capacity, was completed during the third quarter of 2020. The $28 net restructuring charge recorded during 2020 was comprised of $13 for severance and employee termination costs from the separation of approximately 685 employees, $16 for contract termination costs, and a net curtailment gain of $1 related to the U.S. hourly defined benefit pension and retiree life plans (see Note O). At December 31, 2020, the separation of employees and related severance and employee termination cost payments associated with this program were essentially complete with approximately $11 of payments made against the severance and employee termination cost reserve. Payments related to the contract termination costs were $5 during 2020. Additional contract termination costs related to take-or-pay agreements may recur during the curtailment period.

2019 Actions. In 2019, Alcoa Corporation recorded Restructuring and other charges, net, of $1,031 which were comprised of the following components: $319 related to the divestiture of Alcoa Corporation’s interest in the Ma’aden Rolling Company (see below); $274 for exits costs related to a decision to permanently close and demolish the Point Comfort alumina refinery (see below); $235 for costs related to the smelter curtailment and subsequent divestiture of the Avilés and La Coruña aluminum facilities in Spain (see below); $119 related to the settlement and/or curtailment of certain pension and other postretirement benefits; $37 for employee termination and severance costs related to the implementation of the new operating model (see below); $9 for closure costs related to a coal mine; and $38 for net charges related to various other items.

In December 2019, Alcoa Corporation announced the permanent closure of the Point Comfort (Texas) alumina refinery. Restructuring charges recorded in 2019 related to the closure included asset impairments of $129, asset retirement obligations of $72, environmental remediation costs of $69, and severance costs of $4 for the layoff of approximately 40 employees. Additionally, a charge of $2 for the write down of remaining inventories to their net realizable value was recorded in Cost of goods sold on the accompanying Statement of Consolidated Operations. Changes in the severance reserve during 2020 included a reduction from cash payments of $2 and a reversal of $1 resulting from changes in employee severance benefit elections. At December 31, 2020, the separations associated with this program were essentially complete.

In September 2019, Alcoa Corporation announced the implementation of a new operating model that resulted in a leaner, more integrated, operator-centric organization. Effective November 1, 2019, the new operating model eliminated the business unit structure, consolidated sales, procurement, and other commercial capabilities at an enterprise level, and streamlined the Executive Team. The new structure reduced overhead with the intention of promoting operational and commercial excellence and increasing connectivity between the Company’s plants and leadership. As a result of the new operating model, Alcoa Corporation recorded a charge of $37 related to employee termination and severance costs for approximately 260 employees company-wide. A Severance and employee termination cost reserve of $27 remained at December 31, 2019. In addition to the employees separated under the program, the Company eliminated 60 positions as open roles or retirements were not replaced. At December 31, 2020, the separations associated with this program were essentially complete and related cash payments of $25 were made during 2020.

In January 2019, Alcoa Corporation reached an agreement with the workers’ representatives at the Avilés and La Coruña (Spain) aluminum facilities as part of the collective dismissal process announced in October 2018 and curtailed the smelters at these two locations, with a combined remaining operating capacity of 124 kmt, in February 2019. In July 2019, Alcoa completed the divestiture of the Avilés and La Coruña aluminum facilities to PARTER (see Note C).

Restructuring and other charges, net, related to the curtailment and collective dismissal process of the Spanish facilities included asset impairments of $80, severance and employee-related costs of $20, and contract termination costs of $8. Additional charges included $16 recorded in Cost of goods sold, primarily for the write down of remaining inventories to their net realizable value, and $2 in

miscellaneous charges recorded in Selling, general administrative, and other expenses on the accompanying Statement of Consolidated Operations.

Restructuring and other charges, net related to the divestiture of the Avilés and La Coruña entities totaled $127 for the year ended December 31, 2019, for financial contributions of up to $95 to the divested entities per the agreement, a net charge of $32 to meet a working capital commitment and write-off the remaining net book value of the entities’ assets. For the year ended December 31, 2019, net cash outflows related to the transaction were $47. During 2020, financial contributions of $38 were made to the divested entities with a restructuring reserve of $30 remaining at December 31, 2020. During 2021, further financial contributions of $13 were made to the divested entities and the Company reversed the remaining reserve of $17, in accordance with the terms of the agreement, as the period for which the divested entities could incur qualifying capital expenditures had lapsed. Financial contributions made to the divested entities have been classified as Cash used for financing activities on the Company’s Statement of Consolidated Cash Flows.

In December 2009, Alcoa Corporation invested in a joint venture related to the ownership and operation of an integrated aluminum complex (bauxite mine, alumina refinery, aluminum smelter, and rolling mill) in Saudi Arabia. The joint venture is owned 74.9% by Ma’aden and 25.1% by Alcoa Corporation, and originally consisted of three separate companies as follows: MBAC, MAC, and MRC. Alcoa Corporation accounts for its investment in the joint venture under the equity method as one integrated investment asset, consistent with the terms of the joint venture agreement.

In June 2019, Alcoa Corporation and Ma’aden amended the joint venture agreement that governs the operations of each of the three companies that comprise the joint venture. Under the terms of the amended agreement:

 

 

Alcoa Corporation made a contribution to MRC in the amount of $100, along with Ma’aden’s earlier capital contribution of $100, to meet current MRC cash requirements, including paying certain amounts owed by MRC to MAC and Alcoa Corporation;

 

Alcoa Corporation and Ma’aden consented to the write-off of $235 of MRC’s delinquent payables to MAC;

 

Alcoa Corporation transferred its 25.1% interest in MRC to Ma’aden and, as a result, has no further direct or indirect equity interest in MRC;

 

Alcoa Corporation is released from all future MRC obligations, including Alcoa Corporation’s sponsor support of $296 of MRC debt (see Note S) and its share of any future MRC cash requirements; and,

 

Alcoa Corporation and Ma’aden further defined MBAC and MAC shareholder rights, including the timing and determination of the amount of dividend payments of excess cash to the joint venture partners following required distributions to the commercial lenders of MBAC and MAC; among other matters.

The amendment also defines October 1, 2021 as the date after which Alcoa Corporation is permitted to sell all of its shares in both MBAC and MAC collectively, for which Ma’aden has a right of first refusal. The agreement further outlines that Alcoa Corporation’s call option and Ma’aden’s put option, relating to additional interests in the joint venture, are exercisable for a period of six-months after October 1, 2021. To date, neither partner has exercised their respective put or call options.

The parties maintain their commercial relationship and as part of the agreement, Alcoa Corporation provided sales, logistics, and customer technical services support for MRC products for the North American can sheet market through December 2020. The Company will retain its 25.1% minority interest in MBAC and MAC, and Ma’aden will continue to own a 74.9% interest.

The $319 restructuring charge resulting from the MRC divestiture included the write-off of Alcoa Corporation’s investment in MRC of $161, the cash contributions described above of $100, and the write-off of Alcoa Corporation’s share of MRC’s delinquent payables due to MAC of $59 that were forgiven as part of this transaction, which were partially offset by a gain of $1 from the write-off of the fair value of debt guarantee.

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:

 

 

 

2021

 

 

2020

 

 

2019

 

Bauxite

 

$

 

 

$

1

 

 

$

5

 

Alumina

 

 

1

 

 

 

5

 

 

 

272

 

Aluminum

 

 

184

 

 

 

53

 

 

 

611

 

Segment total

 

 

185

 

 

 

59

 

 

 

888

 

Corporate

 

 

943

 

 

 

45

 

 

 

143

 

Total Restructuring and other charges, net

 

$

1,128

 

 

$

104

 

 

$

1,031

 

 

 

Activity and reserve balances for restructuring charges were as follows:

 

 

 

Severance

and

employee

termination

costs

 

 

Other

costs

 

 

Total

 

Balances at December 31, 2018

 

$

5

 

 

$

42

 

 

$

47

 

Restructuring charges, net

 

 

51

 

 

 

161

 

 

 

212

 

Cash payments

 

 

(19

)

 

 

(99

)

 

 

(118

)

Reversals and other

 

 

(2

)

 

 

(2

)

 

 

(4

)

Balances at December 31, 2019

 

 

35

 

 

 

102

 

 

 

137

 

Restructuring charges, net

 

 

16

 

 

 

36

 

 

 

52

 

Cash payments

 

 

(41

)

 

 

(79

)

 

 

(120

)

Reversals and other

 

 

(4

)

 

 

(2

)

 

 

(6

)

Balances at December 31, 2020

 

 

6

 

 

 

57

 

 

 

63

 

Restructuring charges, net

 

 

1

 

 

 

80

 

 

 

81

 

Cash payments

 

 

(4

)

 

 

(25

)

 

 

(29

)

Reversals and other

 

 

 

 

 

(22

)

 

 

(22

)

Balances at December 31, 2021

 

$

3

 

 

$

90

 

 

$

93

 

 

The activity and reserve balances include only Restructuring and other charges, net that impact the reserves for Severance and employee termination costs and Other costs. Restructuring and other charges, net that affected other liability accounts such as environmental obligations (see Note S), asset retirement obligations (see Note R), and pension and other postretirement reserves (see Note O) are excluded from the above activity and balances. Reversals and other include reversals of previously recorded liabilities and foreign currency translation impacts.

The current portion of the reserve balance is reflected in Other current liabilities on the Consolidated Balance Sheet and the noncurrent portion of the reserve balance is reflect in Other noncurrent liabilities and deferred credits on the Consolidated Balance Sheet. The noncurrent portion of the reserve was $43 and $1 at December 31, 2021 and 2020, respectively.