CENTURY ALUMINUM CO [CENX] Filings

10-Q 1 cenx-20240630.htm 10-Q cenx-20240630

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2024

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from _______ to _______.

Commission file number 001-34474

Century Aluminum Company

(Exact name of registrant as specified in its charter)


Delaware			13-3070826
(State or other jurisdiction of incorporation or organization)			(IRS Employer Identification No.)
One South Wacker Drive			60606
Suite 1000			(Zip Code)
Chicago, Illinois
(Address of principal executive offices)

Registrant’s telephone number, including area code: (312) 696-3101

Securities registered pursuant to Section 12(b) of the Act:


Title of each class:	Trading Symbol(s)	Name of each exchange on which registered:
Common Stock, $0.01 par value per share	CENX	Nasdaq Stock Market LLC
		(Nasdaq Global Select Market)

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. ☒ Yes ☐ No

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). ☒ Yes ☐ No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting 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. (Check one):

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Large accelerated filer	☐	Accelerated filer	☒
Non-accelerated filer	☐	Smaller reporting company	☐
		Emerging growth company	☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

☐ Yes ☒ No

The registrant had 92,785,652 shares of common stock outstanding at August 7, 2024.

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TABLE OF CONTENTS
			Page
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements			4
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations			32
Item 3. Quantitative and Qualitative Disclosures about Market Risk			42
Item 4. Controls and Procedures			45

PART II - OTHER INFORMATION
Item 1. Legal Proceedings			46
Item 1A. Risk Factors			46
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds			46
Item 5. Other Information			47
Item 6. Exhibits			48
SIGNATURES			49

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PART I – FINANCIAL INFORMATION

Item 1. Financial Statements


CENTURY ALUMINUM COMPANY
CONSOLIDATED STATEMENTS OF OPERATIONS
(in millions, except per share amounts)
(Unaudited)
	Three months ended June 30,				Six months ended June 30,
	2024		2023		2024		2023
NET SALES:
Related parties	$	324.2	$	427.2	$	639.2	$	839.4
Other customers	236.6		148.3		411.1		288.5
Total net sales	560.8		575.5		1,050.3		1,127.9
Cost of goods sold	540.4		559.6		1,013.4		1,063.9
Gross profit	20.4		15.9		36.9		64.0
Selling, general and administrative expenses	12.3		12.0		26.4		25.4
Other operating expense - net	1.7		4.6		2.2		11.8
Operating income (loss)	6.4		(0.7)		8.3		26.8

Interest expense	(10.3)		(8.7)		(19.5)		(17.4)
Interest income	0.6		0.4		1.3		0.7
Net gain (loss) on forward and derivative contracts	(4.0)		9.1		3.4		(48.5)

Bargain purchase gain	—		—		245.9		—
Other income (loss) - net	1.1		(3.5)		(0.4)		(3.8)
Income (loss) before income taxes	(6.2)		(3.4)		239.0		(42.2)
Income tax (expense) benefit	(0.5)		10.0		(1.0)		10.2
Net income (loss)	(6.7)		6.6		238.0		(32.0)
Net loss attributable to noncontrolling interests	(4.2)		(0.9)		(6.3)		(0.9)
Net income (loss) attributable to Century stockholders	(2.5)		7.5		244.3		(31.1)
Less: net income allocated to participating securities	—		0.4		13.0		—
Net income (loss) allocated to common stockholders	$	(2.5)	$	7.1	$	231.3	$	(31.1)

NET INCOME (LOSS) ATTRIBUTABLE TO CENTURY STOCKHOLDERS PER COMMON SHARE:
Basic	$	(0.03)	$	0.08	$	2.50	$	(0.34)
Diluted	(0.03)		0.07		2.24		(0.34)
WEIGHTED AVERAGE COMMON SHARES OUTSTANDING:
Basic	92.7		92.3		92.7		92.3
Diluted	92.7		93.2		98.8		92.3

See Condensed Notes to the Consolidated Financial Statements

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CENTURY ALUMINUM COMPANY
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)
(in millions)
(Unaudited)
	Three months ended June 30,				Six months ended June 30,
	2024		2023		2024		2023
Comprehensive income (loss):
Net income (loss)	$	(6.7)	$	6.6	$	238.0	$	(32.0)
Other comprehensive income (loss) before income tax effect:
Net gain loss on foreign currency cash flow hedges reclassified as income	—		—		(0.1)		(0.1)
Defined benefit plans and other postretirement benefits:
Net loss arising during the period	—		—		(3.4)		—
Amortization of prior service benefit (cost) during the period	(0.1)		0.1		—		0.1
Amortization of net gain during the period	1.6		2.1		3.3		3.3
Other comprehensive (loss) income before income tax effect	1.5		2.2		(0.2)		3.3
Income tax effect	—		—		—		—
Other comprehensive income (loss)	1.5		2.2		(0.2)		3.3
Comprehensive income (loss)	(5.2)		8.8		237.8		(28.7)
Comprehensive loss attributable to noncontrolling interests	(4.2)		(0.9)		(6.3)		(0.9)
Comprehensive income (loss) attributable to Century stockholders	$	(1.0)	$	9.7	$	244.1	$	(27.8)

See Condensed Notes to the Consolidated Financial Statements

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CENTURY ALUMINUM COMPANY
CONSOLIDATED BALANCE SHEETS
(in millions)
(Unaudited)
	June 30, 2024		December 31, 2023
ASSETS
Cash and cash equivalents	$	41.3	$	88.8
Restricted cash	1.5		1.5
Accounts receivable - net	83.7		53.7
Non-trade receivables	53.5		36.2
Due from affiliates	7.5		20.2
Manufacturing credit receivable	57.1		59.3
Inventories	467.5		477.0
Derivative assets	5.4		2.9
Prepaid and other current assets	18.4		27.5
Total current assets	735.9		767.1
Property, plant and equipment - net	971.5		1,004.2


Other assets	97.8		75.2

TOTAL ASSETS	$	1,805.2	$	1,846.5
LIABILITIES AND SHAREHOLDERS’ EQUITY
LIABILITIES:
Accounts payable, trade	$	200.3	$	249.5
Accrued compensation and benefits	38.2		38.1
Due to affiliates	108.3		101.4
Accrued and other current liabilities	49.5		50.9
Derivative liabilities	2.7		1.4
Deferred credit - preliminary bargain purchase gain	—		273.4
Current debt due to affiliates	10.0		10.0
Current maturities of long-term debt	19.1		38.3
Total current liabilities	428.1		763.0
Long-term debt	451.3		430.9
Accrued benefits costs - less current portion	120.2		120.3
Deferred taxes	73.4		72.4

Asset retirement obligations - less current portion	49.9		49.5
Other liabilities	99.4		66.3
Total noncurrent liabilities	794.2		739.4
TOTAL LIABILITIES	$	1,222.3	$	1,502.4
COMMITMENTS AND CONTINGENCIES (NOTE 12)
SHAREHOLDERS’ EQUITY:
Preferred stock (Note 8)	—		—
Common stock (Note 8)	1.0		1.0
Additional paid-in capital	2,544.7		2,542.9
Treasury stock, at cost	(86.3)		(86.3)
Accumulated other comprehensive loss	(98.1)		(97.9)
Accumulated deficit	(1,759.8)		(2,004.1)
Total Century shareholders’ equity	601.5		355.6
Noncontrolling interests	(18.6)		(11.5)
Total equity	582.9		344.1
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY	$	1,805.2	$	1,846.5

See Condensed Notes to the Consolidated Financial Statements

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CENTURY ALUMINUM COMPANY
CONSOLIDATED STATEMENTS OF CASH FLOWS
(in millions)
(Unaudited)
	Six months ended June 30,
	2024		2023
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income (loss)	$	238.0	$	(32.0)
Adjustments to reconcile net income (loss) to net cash used in operating activities:
Unrealized (gain) loss on derivative instruments	(3.7)		66.3


Depreciation, depletion and amortization	41.7		31.5

Change in deferred tax benefit (expense)	0.6		(12.6)
Gain on sale of assets	(2.3)		—
Bargain purchase gain	(245.9)		—
Other non-cash items - net	0.5		3.7
Change in operating assets and liabilities, net of acquisition:
Accounts receivable - net	(37.4)		26.0
Non-trade receivables	(1.6)		—
Manufacturing credit receivable	(23.8)		—
Due from affiliates	12.8		(12.2)
Inventories	9.4		(18.5)
Prepaid and other current assets	10.0		7.7
Accounts payable, trade	(13.4)		(72.9)
Due to affiliates	8.8		7.7
Accrued and other current liabilities	(0.5)		3.0


Other - net	3.5		0.4

Net cash used in operating activities	(3.3)		(1.9)
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of property, plant and equipment	(46.6)		(36.6)

Proceeds from sale of assets	2.3		—
Acquisition of subsidiary, net of cash acquired	—		19.4
Net cash used in investing activities	(44.3)		(17.2)
CASH FLOWS FROM FINANCING ACTIVITIES:




Borrowings under revolving credit facilities	297.9		407.8
Repayments under revolving credit facilities	(321.6)		(396.6)


Repayments under Iceland term facility	(1.2)		(6.1)
Borrowings under Grundartangi casthouse debt facility	25.0		20.0


Net cash provided by financing activities	0.1		25.1
CHANGE IN CASH, CASH EQUIVALENTS AND RESTRICTED CASH	(47.5)		6.0

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CENTURY ALUMINUM COMPANY
CONSOLIDATED STATEMENTS OF CASH FLOWS
(in millions)
(Unaudited)
	Six months ended June 30,
	2024		2023
Cash, cash equivalents and restricted cash, beginning of period	90.3		55.5
Cash, cash equivalents and restricted cash, end of period	$	42.8	$	61.5


Supplemental Cash Flow Information:
Cash paid for:
Interest	$	16.6	$	17.9
Taxes, net of refunds	3.8		(0.3)
Non-cash investing activities:
Capital expenditures	5.9		7.8
Capitalized interest	3.4		2.3
Distribution of property, plant and equipment to NCI	8.3		—

See Condensed Notes to the Consolidated Financial Statements

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CENTURY ALUMINUM COMPANY
CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY
(in millions, except share data)
(Unaudited)
	Preferred stock			Common stock			Additional paid-in capital		Treasury stock, at cost		Accumulated other comprehensive loss		Accumulated deficit		Total Century Equity		Noncontrolling Interest		Total equity
	Shares	Amount		Shares	Amount
Three months ended June 30, 2024
Balance, March 31, 2024	52,238	$	—	92,700,495	$	1.0	$	2,543.7	$	(86.3)	$	(99.6)	$	(1,757.3)	$	601.5	$	(14.4)	$	587.1
Net income (loss)	—	—		—	—		—		—		—		(2.5)		(2.5)		(4.2)		(6.7)
Other comprehensive loss	—	—		—	—		—		—		1.5		—		1.5		—		1.5
Share-based compensation	—	—		38,594	—		1.0		—		—		—		1.0		—		1.0
Conversion of preferred stock to common stock	—	—		—	—		—		—		—		—		—		—		—

Noncontrolling interest	—	—		—	—		—		—		—		—		—		—		—
Balance, June 30, 2024	52,238	$	—	92,739,089	$	1.0	$	2,544.7	$	(86.3)	$	(98.1)	$	(1,759.8)	$	601.5	$	(18.6)	$	582.9

Three months ended June 30, 2023
Balance, March 31, 2023	53,854	$	—	92,323,978	$	1.0	$	2,540.2	$	(86.3)	$	(92.9)	$	(1,999.6)	$	362.4	$	—	$	362.4
Net income (loss)	—	—		—	—		—		—		—		7.5		7.5		(0.9)		$	6.6
Other comprehensive income	—	—		—	—		—		—		2.2		—		2.2		—		$	2.2
Share-based compensation	—	—		19,735	—		0.8		—		—		—		0.8		—		$	0.8
Conversion of preferred stock to common stock	(148)	—		14,836	—		—		—		—		—		—		—		—
Noncontrolling interest	—	$	—	—	—		—		—		—		—		—		32.8		$	32.8
Balance, June 30, 2023	53,706	—		92,358,549	$	1.0	$	2,541.0	$	(86.3)	$	(90.7)	$	(1,992.1)	$	372.9	$	31.9	$	404.8

See Condensed Notes to the Consolidated Financial Statements

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CENTURY ALUMINUM COMPANY
CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY
(in millions, except share data)
(Unaudited)
	Preferred stock			Common stock			Additional paid-in capital		Treasury stock, at cost		Accumulated other comprehensive loss		Accumulated deficit		Total Century Equity		Noncontrolling Interest		Total equity
	Shares	Amount		Shares	Amount
Six months ended June 30, 2024
Balance, December 31, 2023	52,284	$	—	92,689,864	$	1.0	$	2,542.9	$	(86.3)	$	(97.9)	$	(2,004.1)	$	355.6	$	(11.5)	$	344.1
Net income (loss)	—	—		—	—		—		—		—		244.3		244.3		(6.3)		238.0
Other comprehensive income	—	—		—	—		—		—		(0.2)		—		(0.2)		—		(0.2)
Share-based compensation	—	—		44,663	—		1.8		—		—		—		1.8		—		1.8
Conversion of preferred stock to common stock	(46)	—		4,562	—		—		—		—		—		—		—		—

Noncontrolling interest	—	—		—	—		—		—		—		—		—		(0.8)		(0.8)
Balance, June 30, 2024	52,238	$	—	92,739,089	$	1.0	$	2,544.7	$	(86.3)	$	(98.1)	$	(1,759.8)	$	601.5	$	(18.6)	$	582.9

Six months ended June 30, 2023
Balance, December 31, 2022	53,854	—		92,323,978	$	1.0	$	2,539.6	$	(86.3)	$	(94.0)	$	(1,961.0)	$	399.3	$	—	$	399.3
Net income (loss)	—	—		—	—		—		—		—		(31.1)		(31.1)		(0.9)		$	(32.0)
Other comprehensive income	—	—		—	—		—		—		3.3		—		3.3		—		$	3.3
Share-based compensation	—	—		19,735	—		1.4		—		—		—		1.4		—		$	1.4
Conversion of preferred stock to common stock	(148)	—		14,836	—		—		—		—		—		—		—		—
Noncontrolling interest	—	$	—	—	—		—		—		—		—		—		32.8		$	32.8
Balance, June 30, 2023	53,706	—		92,358,549	$	1.0	$	2,541.0	$	(86.3)	$	(90.7)	$	(1,992.1)	$	372.9	$	31.9	$	404.8

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CENTURY ALUMINUM COMPANY

Condensed Notes to the Consolidated Financial Statements

Six months ended June 30, 2024 and 2023

(amounts in millions, except share and per share amounts)

(Unaudited)

1.General

The accompanying unaudited interim consolidated financial statements of Century Aluminum Company should be read in conjunction with the audited consolidated financial statements for the year ended December 31, 2023. In management’s opinion, the unaudited interim consolidated financial statements reflect all adjustments, which are of a normal and recurring nature, that are necessary for a fair presentation of financial results for the interim periods presented. Operating results for the first six months of 2024 are not necessarily indicative of the results that may be expected for the year ending December 31, 2024. Throughout this Form 10-Q, and unless expressly stated otherwise or as the context otherwise requires, "Century Aluminum", "Century", "the Company", "we", "us", "our" and "ours" refer to Century Aluminum Company and its consolidated subsidiaries.

Our consolidated financial statements include the consolidated results of the Jamalco joint venture ("Jamalco"), an unincorporated joint venture between General Alumina Jamaica Limited ("GAJL"), an indirect, wholly-owned subsidiary of the Company, and Clarendon Alumina Production Limited ("CAP"). CAP's interest in the joint venture is reflected as noncontrolling interest on the accompanying Consolidated Balance Sheets.

Recently Issued Accounting Standards

In November 2023, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update No. ("ASU") 2023-07, "Improvements to Reportable Segment Disclosures." ("ASU 2023-07"). Among other changes, the ASU requires disclosure of significant segment expenses and extends certain annual disclosures to interim periods. The amendments in this ASU are effective for the Company beginning with its annual financial statements for the year ending December 31, 2024. Early adoption is permitted. The Company is currently evaluating the requirements of ASU 2023-07.

In December 2023, the FASB issued ASU No. 2023-09 ("ASU 2023-09"), Improvements to Income Tax Disclosures. The guidance is intended to improve income tax disclosure requirements by requiring (i) consistent categories and greater disaggregation of information in the rate reconciliation and (ii) the disaggregation of income taxes paid by jurisdiction. The ASU is effective for the Company beginning with its annual financial statements for the year ending December 31, 2025, with early adoption permitted, and is required to be applied prospectively with the option of retrospective application. The Company is currently evaluating the requirements of ASU 2023-09.

2.Acquisition of Jamalco

On May 2, 2023, our wholly-owned subsidiary, Century Aluminum Jamaica Holdings, Inc. ("CAJH"), completed the acquisition of all the outstanding share capital of General Alumina Holdings Limited ("GAHL"), the indirect holder of a 55% interest in Jamalco, an unincorporated joint venture engaged in bauxite mining and alumina production in Jamaica. The remaining 45% interest in Jamalco is owned by CAP, which is owned by the Government of Jamaica. The results of operations have been included in the consolidated financial statements since the acquisition date. The purchase price of the acquisition was $1.00, primarily due to the seller experiencing financial distress following curtailment of Jamalco's operations in the second half of 2021 due to a facility fire, with operations restarting in the second half of 2022.

The acquisition was accounted for as a business combination under the acquisition method of accounting in accordance with ASC 805 - Business Combinations, resulting in the Company recognizing the assets and liabilities at fair value with the excess over fair value of consideration transferred to the seller presented as a bargain purchase gain of $245.9 million recognized within the Consolidated Statements of Operations for the six months ended June 30, 2024. During the first quarter of 2024, the Company finalized the Jamalco purchase price allocation and recognized measurement period adjustments, which primarily resulted from third-party valuation adjustments to risk premiums, reducing the value of property, plant and equipment by $29.0 million. This reduction in value of property plant and equipment resulted in a corresponding reduction to the bargain purchase gain of $29.0 million decreasing the value of the previously recognized bargain purchase gain of $273.4 million as of

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CENTURY ALUMINUM COMPANY

Condensed Notes to the Consolidated Financial Statements (continued)

(amounts in millions, except share and per share amounts)

(Unaudited)

December 31, 2023 to $245.9 million as of March 31, 2024. The Company finalized its purchase accounting as of March 31, 2024.

The following table represents the allocation of the estimated fair value of identified assets acquired, liabilities assumed and noncontrolling interest at the date of acquisition:


Purchase price allocation	Amount
Identifiable assets acquired and liabilities assumed
Cash and cash equivalents	$	19.4
Restricted cash	8.3
Accounts receivable - net	7.7
Non-trade receivables	40.4
Inventories	103.9
Prepaid and other current assets	4.2
Property, plant and equipment - net	217.2
Other assets	26.1
Accounts payable, trade	(94.6)
Accrued and other current liabilities	(29.5)
Other liabilities	(36.5)
Asset retirement obligation	(23.9)
Total identifiable net assets acquired and liabilities assumed	242.7
Less: noncontrolling interest	(3.2)
Bargain purchase gain	$	245.9

The following unaudited pro forma financial information reflects the results of operations of the Company for the three and six months ended June 30, 2023 as if the acquisition of Jamalco had been completed on January 1, 2023. This unaudited pro forma financial information has been prepared for informational purposes and is not necessarily indicative of the actual consolidated results of operations had the acquisition been completed on January 1, 2023, nor is the information indicative of future results of operations of the combined companies.


	Three months ended June 30, 2023		Six months ended June 30, 2023

Revenue	$	595.3		$	1,177.6
Earnings	6.7			(33.0)

3.Curtailment of Operations - Hawesville

In August 2022, we fully curtailed production at the Hawesville facility and expect to continue to maintain the plant with the intention of restarting operations when market conditions permit, including energy prices returning to more normalized levels and aluminum prices maintaining levels that can support the on-going costs and capital expenditures necessary to restart and operate the plant.

For the three and six months ended June 30, 2024, we incurred curtailment charges of approximately $1.7 million and $2.4 million, respectively. These charges were partially offset by income related to scrap and materials sales of $0.5 million for the six months ended June 30, 2024. There were no scrap and materials sales as of the three months ended June 30, 2024. Comparatively, for the three and six months ended June 30, 2023 we incurred curtailment charges of approximately $4.4 million and $11.4 million, including $3.6 million and $9.0 million related to demand capacity charges for power, respectively. These charges were partially offset by income related to scrap and materials sales of $0.5 million and $1.2 million for the three and six months ended June 30, 2023.

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CENTURY ALUMINUM COMPANY

Condensed Notes to the Consolidated Financial Statements (continued)

(amounts in millions, except share and per share amounts)

(Unaudited)

4.Related Party Transactions

The significant related party transactions occurring during the three and six months ended June 30, 2024 and 2023 are described below. All of our related party transactions are subject to the Company's Related Party Transaction Policy and are required to be made on an arm's length basis and on terms that are fair and reasonable to the Company and substantially the same as would apply if the other party was not a related party. We believe all of our transactions with related parties are at prices that approximate market.

Glencore Ownership

As of June 30, 2024, Glencore plc and its affiliates (together "Glencore") beneficially owned 42.9% of Century’s outstanding common stock (45.9% on a fully-diluted basis assuming the conversion of all of the Series A Convertible Preferred Stock) and all of our outstanding Series A Convertible Preferred Stock. See Note 8. Shareholders' Equity for a description of our outstanding Series A Convertible Preferred Stock. Century and Glencore enter into various transactions from time to time such as the purchase and sale of primary aluminum, purchase and sale of alumina and other raw materials, tolling agreements as well as forward financial contracts and borrowing and other debt transactions.

Sales to Glencore

For the three months ended June 30, 2024 and 2023, we derived approximately 58% and 74% of our consolidated net sales from Glencore, respectively. For the six months ended June 30, 2024 and 2023, we derived approximately 61% and 74% of our consolidated net sales from Glencore, respectively.

Glencore purchases aluminum produced at our U.S. smelters at prices based on the LME plus the Midwest regional delivery premium plus any additional market-based product premiums. Glencore purchases aluminum produced at our Grundartangi, Iceland smelter at prices primarily based on the LME plus the European Duty Paid premium plus any additional market-based product premiums.

We have entered into agreements with Glencore pursuant to which we sell certain amounts of alumina at market-based prices. For the three and six months ended June 30, 2024, the Company recognized $50.3 million and $85.8 million, respectively, of revenue related to alumina sales to Glencore. For the three and six months ended June 30, 2023, we recorded $65.8 million and $86.8 million, respectively, of revenue related to alumina sales to Glencore.

Purchases from Glencore

We purchase a portion of our alumina and certain other raw material requirements from Glencore. Alumina purchases from Glencore during the three and six months ended June 30, 2024 and June 30, 2023, were priced based on published alumina and aluminum indices as well as fixed prices.

Financial Contracts with Glencore

We have certain financial contracts with Glencore. See Note 15. Derivatives regarding these forward financial sales contracts.

Summary

A summary of the aforementioned significant related party sales and purchases is as follows:


	Three months ended June 30,				Six months ended June 30,
	2024		2023		2024		2023
Net sales to Glencore	$	324.2	$	427.2	$	639.2	$	839.4
Purchases from Glencore(1)	56.2		75.2		115.2		151.4

(1)Includes settlements of financial contract positions.

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CENTURY ALUMINUM COMPANY

Condensed Notes to the Consolidated Financial Statements (continued)

(amounts in millions, except share and per share amounts)

(Unaudited)

Vlissingen Facility Agreement

On December 9, 2022, Vlissingen entered into a Facility Agreement with Glencore International AG pursuant to which Vlissingen may borrow from time to time up to $90.0 million (the "Vlissingen Facility Agreement") in one or more loans at a fixed interest rate equal to 8.75% per annum and payable on December 2, 2024. See Note 11. Debt for additional information. Borrowings under the Vlissingen Facility Agreement are expected to be used for general corporate and working capital purposes of Century and its subsidiaries.

Carbon Credit Repurchase Agreement

In September 2023, our wholly owned subsidiary Nordural Grundartangi ehf ("Grundartangi"), entered into a structured repurchase arrangement ("Agreement") with an affiliate of Glencore and sold 390,000 European Union Allowances ("Carbon Credits") at a price of €82.18 per Carbon Credit, for an aggregate amount of €32.1 million. The terms of the transaction permitted Grundartangi to repurchase the same number of Carbon Credits by December 21, 2023, at a price of €83.72 per Carbon Credit, for an aggregate amount of €32.7 million. In December 2023, the Agreement was amended ("Amended Agreement") to extend the repurchase window to March 25, 2024, and increased the repurchase price to €85.13 per Carbon Credit, for an aggregate amount of €33.2 million. In addition, Grundartangi entered into a second repurchase agreement ("Second Agreement") with Glencore to sell 40,000 Carbon Credits at a price of €69.30 per Carbon Credit and to repurchase the same number of Carbon Credits at a price of €70.71 per Carbon Credit by March 25, 2024 for an aggregate amount of €2.8 million.

In March 2024, the Amended Agreement was amended to extend the repurchase window from March 25, 2024 to August 30, 2024 and the repurchase price was revised to €87.01 per Carbon Credit, for an aggregate amount of €33.9 million. In addition, the Second Agreement was amended to extend the repurchase window from March 25, 2024 to August 30, 2024 and revised the repurchase price to €72.59 per Carbon Credit, for an aggregate amount of €2.9 million. Due to the repurchase element of these transactions, the Company retains substantially all of the remaining benefits of the assets and has accounted for the transaction as a financing arrangement in accordance with Topic 606, Revenue from Contracts with Customers ("ASC 606").

5. Revenue

We disaggregate our revenue by geographical region as follows:


Net Sales	Three months ended June 30,				Six months ended June 30,
	2024		2023		2024		2023
United States	$	375.0	$	363.2	$	675.0	$	705.5
Iceland	185.8		212.3		375.3		422.4
Total	$	560.8	$	575.5	$	1,050.3	$	1,127.9

The table below shows the amount of net sales to external customers for each of the Company's product categories which accounted for 10% or more of consolidated net sales in either period for the three and six months ended June 30, 2024 and 2023.


Net Sales	Three months ended June 30,				Six months ended June 30,
	2024		2023		2024		2023
Aluminum	$	454.9	$	509.7	$	904.3	$	1,041.1
Alumina	105.9		65.8		146.0		86.8
Total	$	560.8	$	575.5	$	1,050.3	$	1,127.9

We enter into contracts to sell mainly primary aluminum to our customers. Revenue is recognized when our performance obligations with our customers are satisfied. Our obligations under the contracts are satisfied when we transfer control of our primary aluminum to our customers which is generally upon shipment or delivery to customer directed locations. The amount of consideration we receive, thus the revenue we recognize, is a function of volume delivered, market price of primary

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Condensed Notes to the Consolidated Financial Statements (continued)

(amounts in millions, except share and per share amounts)

(Unaudited)

aluminum which is based on the LME, plus regional premiums and any value-added product premiums. We have also entered into agreements with our customers to sell certain amounts of alumina at market-based prices.

The payment terms and conditions in our contracts vary and are not significant to our revenue. We complete an appropriate credit evaluation for each customer at contract inception. Customer payments are due in arrears and are recognized as accounts receivable - net and due from affiliates in our consolidated balance sheets.

In connection with our sales agreements with certain customers, including Glencore, we invoice the customer prior to physical shipment of goods for a majority of production generated from each of our U.S. domestic smelters. For those sales, revenue is recognized only when the customer has specifically requested such treatment and has made a commitment to purchase the product. The goods must be complete, ready for shipment and separated from other inventory with control over the goods passing to the customer. We must retain no further performance obligations.

Contract liabilities are recorded when cash payments are received or due in advance of performance. Amounts recognized in Due to affiliates was $42.4 million and $30.6 million, as of June 30, 2024 and December 31, 2023, respectively.

6. Fair Value Measurements

We measure certain of our assets and liabilities at fair value. Fair value represents 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.

In general, reporting entities should apply valuation techniques to measure fair value that maximize the use of observable inputs and minimize the use of unobservable inputs. Observable inputs are developed using market data and reflect assumptions that market participants would use when pricing the asset or liability. Unobservable inputs are developed using the best information available about the assumptions that market participants would use when pricing the asset or liability.

The fair value hierarchy provides transparency regarding the inputs we use to measure fair value. We categorize each fair value measurement in its entirety into the following three levels, based on the lowest level input that is significant to the entire measurement:

•Level 1 Inputs - quoted prices (unadjusted) in active markets for identical assets or liabilities that the reporting entity can access at the measurement date.

•Level 2 Inputs - inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly.

•Level 3 Inputs - unobservable inputs for the asset or liability.


Recurring Fair Value Measurements	As of June 30, 2024
	Level 1		Level 2		Level 3		Total
ASSETS:
Cash equivalents	$	20.1	$	—	$	—	$	20.1
Trust assets(1)	1.2		—		—		1.2

Derivative instruments	—		5.5		—		5.5
TOTAL	$	21.3	$	5.5	$	—	$	26.8

LIABILITIES:

Derivative instruments	$	—	$	6.7	$	—	$	6.7
TOTAL	$	—	$	6.7	$	—	$	6.7

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CENTURY ALUMINUM COMPANY

Condensed Notes to the Consolidated Financial Statements (continued)

(amounts in millions, except share and per share amounts)

(Unaudited)


Recurring Fair Value Measurements	As of December 31, 2023
	Level 1		Level 2		Level 3		Total
ASSETS:
Cash equivalents	$	16.8	$	—	$	—	$	16.8
Trust assets(1)	0.2		—		—		0.2
Derivative instruments	—		2.9		—		2.9
TOTAL	$	17.0	$	2.9	$	—	$	19.9

LIABILITIES:

Derivative instruments	$	—	$	7.9	$	—	$	7.9
TOTAL	$	—	$	7.9	$	—	$	7.9

(1)Trust assets are currently invested in money market funds. These trust assets are held to fund the non-qualified supplemental executive pension benefit obligations for certain of our officers.

The following section describes the valuation techniques and inputs for fair value measurements categorized within Level 2 of the fair value hierarchy:

Level 2 Fair Value Measurements:

Asset / Liability

Valuation Techniques

Inputs

LME forward financial sales contracts

Discounted cash flows

Quoted LME forward market

Midwest Premium ("MWP") forward financial sales contracts

Discounted cash flows

Quoted MWP forward market

Fixed for floating swaps

Discounted cash flows

Quoted LME forward market, quoted MWP forward market

FX swaps

Discounted cash flows

Euro/USD forward exchange rate

Indiana Hub power price swaps

Discounted cash flows

Quoted Indiana Hub forward market

Casthouse currency hedges

Discounted cash flows

Euro/USD forward exchange rate; ISK/USD forward exchange rate

Heavy Fuel Oil ("HFO") price swaps

Discounted cash flows

Quoted HFO forward market

When valuing Level 3 assets and liabilities, we use certain significant unobservable inputs. Management incorporates various inputs and assumptions including forward commodity prices, commodity price volatility and macroeconomic conditions, including interest rates and discount rates. Our estimates of significant unobservable inputs are ultimately based on our estimates of risks that market participants would consider when valuing our assets and liabilities.

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Condensed Notes to the Consolidated Financial Statements (continued)

(amounts in millions, except share and per share amounts)

(Unaudited)

The following table presents the fair value reconciliation of Level 3 assets and liabilities measured at fair value on a recurring basis. There was no activity related to Level 3 assets and liabilities measured at fair value on a recurring basis for the three and six months ended June 30, 2024.


	Level 3 Assets		Level 3 Liabilities
For the six months ended June 30, 2023	LME Forward financial sales contracts		LME forward financial sales contracts
Balance as of January 1, 2023	$	1.8	$	(4.6)







Transfers out of Level 3(1)	(1.8)		4.6
Balance as of June 30, 2023	$	—	$	—

Change in unrealized gains (losses)(2)	$	—	$	—

(1)Transfer out of Level 3 due to period of time remaining in derivative contract.

(2)Gains and losses are presented in the Consolidated Statement of Operations within the line item "Net gain (loss) on forward and derivative contracts."

7. Earnings Per Share

Basic and diluted earnings per share ("EPS") amounts are calculated using the two-class method. Under the two-class method, net earnings are allocated to each class of common stock and participating securities as if all of the net earnings for the period had been distributed. Basic earnings per common share excludes dilution and is calculated by dividing net income (loss) allocated to common stockholders by the weighted average number of common shares outstanding during the period. Diluted EPS amounts assume the issuance of common stock for all potentially dilutive securities. Prior to the three months ended March 31, 2024, diluted EPS amounts were calculated by applying the if-converted method as net income allocated to participating securities was not significant.

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Condensed Notes to the Consolidated Financial Statements (continued)

(amounts in millions, except share and per share amounts)

(Unaudited)

The following table shows the basic and diluted (loss) earnings per share:


	For the three months ended June 30,
	2024					2023
	Net Income (Loss)		Shares (in millions)	$ Per Share		Net Income (Loss)		Shares (in millions)	$ Per Share
Net income (loss) attributable to Century stockholders	$	(2.5)				$	7.5
Less: net income allocated to participating securities	—					0.4
Basic EPS:
Net income (loss) allocated to common stockholders	$	(2.5)	92.7	$	(0.03)	$	7.1	92.3	$	0.08
Effect of Dilutive Securities(1):
Share-based compensation	—		—			(0.2)		0.9
Convertible senior notes	—		—			—		—
Diluted EPS:
Net income (loss) allocated to common stockholders	$	(2.5)	92.7	$	(0.03)	$	6.9	93.2	$	0.07

	For the six months ended June 30,
	2024					2023
	Net Income (Loss)		Shares (in millions)	Per Share		Net Income (Loss)		Shares (in millions)	Per Share
Net (loss) income attributable to Century stockholders	$	244.3				$	(31.1)
Less: net income allocated to participating securities	13.0					—
Basic EPS:
Net (loss) income allocated to common stockholders	$	231.3	92.7	$	2.50	$	(31.1)	92.3	$	(0.34)
Effect of Dilutive Securities(1):
Share-based compensation	(12.2)		1.5			—		—
Convertible senior notes	2.6		4.6			—		—
Diluted EPS:
Net (loss) income allocated to common stockholders with assumed conversion	$	221.7	98.8	$	2.24	$	(31.1)	92.3	$	(0.34)


	Three months ended June 30,		Six months ended June 30,
Securities excluded from the calculation of diluted EPS (in millions)(1):	2024	2023	2024	2023
Share-based compensation	1.9	—	—	0.9
Convertible preferred shares	5.2	5.4	5.2	5.4
Convertible notes	4.6	4.6	—	4.6

(1)In periods when we report a net loss, all share-based compensation awards, convertible preferred shares and convertible senior notes are excluded from the calculation of diluted weighted average shares outstanding because of their anti-dilutive effect on earnings (loss) per share.

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Condensed Notes to the Consolidated Financial Statements (continued)

(amounts in millions, except share and per share amounts)

(Unaudited)

8. Shareholders’ Equity

Common Stock

As of June 30, 2024 and December 31, 2023, we had 195,000,000 shares of common stock, $0.01 par value per share, authorized under our Restated Certificate of Incorporation, of which 99,925,610 shares were issued and 92,739,089 shares were outstanding at June 30, 2024, and 99,876,385 were issued and 92,689,864 shares were outstanding at December 31, 2023.

The rights, preferences and privileges of holders of our common stock are subject to, and may be adversely affected by, the rights of the holders of shares of any series of our preferred stock which are currently outstanding, including our Series A Convertible Preferred Stock, or which we may designate and issue in the future.

Preferred Stock

As of June 30, 2024 and December 31, 2023, we had 5,000,000 shares of preferred stock, $0.01 par value per share, authorized under our Restated Certificate of Incorporation. Our Board of Directors may issue preferred stock in one or more series and determine for each series the dividend rights, conversion rights, voting rights, redemption rights, liquidating preferences, sinking fund terms and the number of shares constituting that series, as well as the designation thereof. Depending upon the terms of preferred stock established by our Board of Directors, any or all of the preferred stock could have preference over the common stock with respect to dividends and other distributions and upon the liquidation of Century. In addition, issuance of any shares of preferred stock with voting powers may dilute the voting power of the outstanding common stock.

Series A Convertible Preferred Stock

Shares Authorized and Outstanding. In 2008, we issued 160,000 shares of our Series A Convertible Preferred Stock. At June 30, 2024 and December 31, 2023, 52,238 and 52,284 shares of Series A Convertible Preferred Stock were outstanding, respectively. Glencore holds all of the issued and outstanding Series A Convertible Preferred Stock.

The issuance of common stock under our stock incentive programs, debt exchange transactions and any stock offering that excludes Glencore participation triggers anti-dilution provisions of the preferred stock agreement and results in the automatic conversion of Series A Convertible Preferred Stock shares into shares of common stock. The conversion of preferred to common shares is 100 shares of common stock for each share of preferred stock. Our Series A Convertible Preferred Stock has a par value of $0.01 per share.

Stock Repurchase Program

In 2011, our Board of Directors authorized a $60.0 million common stock repurchase program and during the first quarter of 2015, our Board of Directors increased the size of the program by $70.0 million. Under the program, Century is authorized to repurchase up to $130.0 million of our outstanding shares of common stock, from time to time, on the open market at prevailing market prices, in block trades or otherwise. The timing and amount of any shares repurchased will be determined by our management based on its evaluation of market conditions, the trading price of our common stock and other factors. The stock repurchase program may be suspended or discontinued at any time.

Shares of common stock repurchased are recorded at cost as treasury stock and result in a reduction of shareholders’ equity in the Consolidated Balance Sheets. From time to time, treasury shares may be reissued as contributions to our employee benefit plans and for the conversion of convertible preferred stock. When shares are reissued, we use an average cost method for determining cost. The difference between the cost of the shares and the reissuance price is added to or deducted from additional paid-in capital.

Through June 30, 2024 we repurchased 7,186,521 shares of common stock for an aggregate purchase price of $86.3 million. We have made no repurchases since April 2015 and have approximately $43.7 million remaining under the repurchase program authorization as of June 30, 2024.

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Condensed Notes to the Consolidated Financial Statements (continued)

(amounts in millions, except share and per share amounts)

(Unaudited)

9. Income Taxes

For the three months ended June 30, 2024 and 2023, we recorded an income tax expense of $0.5 million and a tax benefit of $10.0 million, respectively. For the six months ended June 30, 2024 and 2023, we recorded an income tax expense of $1.0 million and a tax benefit of $10.2 million, respectively. The change is primarily due to changes in pretax income amounts and jurisdictional mix on a year over year basis.

Our income tax expense or benefit for interim periods is determined using an estimate of our annual effective tax rate, adjusted for discrete items. The application of the accounting requirements for income taxes in interim periods, after consideration of our valuation allowance on domestic losses, causes a significant variation in the typical relationship between income tax expense/benefit and pre-tax accounting income/loss as reported on the Consolidated Statement of Operations.

As of June 30, 2024, all of Century's U.S. and certain foreign deferred tax assets, net of deferred tax liabilities, continue to be subject to a valuation allowance.

Section 45X of The Inflation Reduction Act of 2022 ("IRA") contains a production tax credit equal to 10% of certain eligible production costs, including, without limitation, labor, energy, depreciation and amortization and overhead expenses. On December 14, 2023, the U.S. Department of the Treasury and the Internal Revenue Service released proposed rules to provide guidance on the production tax credit requirements under Internal Revenue Code Section 45X (the “Proposed Regulations”). The Proposed Regulations provide guidance on rules that taxpayers must satisfy to qualify for the IRA Section 45X tax credit. For the three and six months ended June 30, 2024, the Company recognized a reduction of $10.7 million and $22.6 million in Cost of goods sold and a reduction of $0.5 million and $1.2 million in Selling, general and administrative expenses, respectively, within the Consolidated Statements of Operations, resulting in an equally offsetting manufacturing credit receivable. As of June 30, 2024 and December 31, 2023, the Company recognized a Manufacturing credit receivable of $57.1 million and $59.3 million, respectively, and as of June 30, 2024, recognized a Non-current Manufacturing credit receivable of $26.0 million within Other assets on the Consolidated Balance Sheets.

10. Inventories

Inventories consist of the following:


	June 30, 2024		December 31, 2023
Raw materials	$	113.0	$	162.5
Work-in-process	49.0		42.9
Finished goods	53.2		46.3
Operating and other supplies	252.3		225.3
Total inventories	$	467.5	$	477.0

Inventories are stated at the lower of cost or Net Realizable Value ("NRV") using the first-in, first-out or the weighted average cost method.

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Condensed Notes to the Consolidated Financial Statements (continued)

(amounts in millions, except share and per share amounts)

(Unaudited)

11. Debt


	June 30, 2024		December 31, 2023
Debt classified as current liabilities:
Hancock County industrial revenue bonds ("IRBs") due April 1, 2028, interest payable quarterly (variable interest rates (not to exceed 12%))(1)	$	7.8	$	7.8
U.S. Revolving Credit Facility(2)	—		23.7
Iceland Revolving Credit Facility(3)	—		—
Grundartangi Casthouse Facility(4)	11.3		5.5
Iceland Term Facility	—		1.3
Vlissingen Facility Agreement(5)	10.0		10.0
Debt classified as non-current liabilities:
Grundartangi casthouse facility, net of financing fees of $0.0 million at June 30, 2024(4)	118.7		98.8
7.5% senior secured notes due April 1, 2028, net of financing fees of $2.3 million at June 30, 2024, interest payable semiannually	247.7		247.4
2.75% convertible senior notes due May 1, 2028, net of financing fees of $1.3 million at June 30, 2024, interest payable semiannually	84.9		84.7
Total	$	480.4	$	479.2

(1)The IRBs are classified as current liabilities because they are remarketed weekly and could be required to be repaid upon demand if there is a failed remarketing. The interest rate at June 30, 2024 was 4.14%.

(2)We incur interest at a base rate plus applicable margin as defined within the agreement. The interest rate at June 30, 2024 was 9.25%.

(3)We incur interest at base rate plus applicable margin as defined within the agreement. The interest rate at June 30, 2024 was 8.84%.

(4)We incur interest at a base rate plus applicable margin as defined within the agreement. The interest rate at June 30, 2024 was 8.88%.

(5)We incur interest at a fixed rate equal to 8.75%.

7.5% Senior Secured Notes due 2028

In April 2021, we issued $250.0 million in aggregate principal amount of 7.5% senior secured notes due April 1, 2028 (the "2028 Notes"). We received proceeds of $245.2 million, after payment of certain financing fees and related expenses. The 2028 Notes bear interest semi-annually in arrears on April 1 and October 1 of each year, which began on October 1, 2021, at a rate of 7.5% per annum in cash. The 2028 Notes are senior secured obligations of Century, ranking equally in right of payment with all existing and future senior indebtedness of Century, but effectively senior to unsecured debt to the extent of the value of collateral. We are in compliance with all applicable covenants under the indenture governing our Senior Notes as of June 30, 2024.

As of June 30, 2024, the total estimated fair value of the 2028 Notes was $252.6 million. Although we use quoted market prices for identical debt instruments, the markets on which they trade are not considered to be active and are therefore considered Level 2 fair value measurements.

2.75% Convertible Notes due 2028

In April 2021, we completed a private offering of $86.3 million aggregate principal amount of convertible senior notes due May 1, 2028 unless earlier converted, repurchased, or redeemed (the "Convertible Notes"). The Convertible Notes were issued at a price of 100% of their aggregate principal amount. We received proceeds of $83.7 million, after payment of certain financing fees and related expenses. The Convertible Notes bear interest semi-annually in arrears on May 1 and November 1 of each year, which began on November 1, 2021, at a rate of 2.75% per annum in cash.

The initial conversion rate for the Convertible Notes is 53.3547 shares of the Company's common stock per $1,000 principal amount of Convertible Notes, which is equivalent to an initial conversion price of approximately $18.74 per share of

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Condensed Notes to the Consolidated Financial Statements (continued)

(amounts in millions, except share and per share amounts)

(Unaudited)

the Company's common stock. The conversion rate and conversion price are subject to customary adjustments under certain circumstances in accordance with the terms of the indenture. As of June 30, 2024, the conversion rate remains unchanged.

The Convertible Notes are the Company’s senior unsecured obligations and rank senior in right of payment to any of the Company’s indebtedness that is expressly subordinated in right of payment to the Convertible Notes; equal in right of payment to any of the Company’s unsecured indebtedness that is not so subordinated; effectively junior in right of payment to any of the Company’s senior secured indebtedness to the extent of the value of the assets securing such indebtedness; and structurally junior to all indebtedness and other liabilities (including trade payables) of the Company’s subsidiaries.

As of June 30, 2024, the if-converted value of the Convertible Notes does not exceed the outstanding principal amount.

As of June 30, 2024, the total estimated fair value of the Convertible Notes was $94.7 million. Although we use quoted market prices for identical debt instruments, the markets on which they trade are not considered to be active and are therefore considered Level 2 fair value measurements.

U.S. Revolving Credit Facility

We and certain of our direct and indirect domestic subsidiaries have a senior secured revolving credit facility with a syndicate of lenders (as amended from time to time, the "U.S. revolving credit facility"). On June 14, 2022 we amended our U.S. revolving credit facility, increasing our borrowing capacity to $250.0 million in the aggregate, including up to $150.0 million under a letter of credit sub-facility. The U.S. revolving credit facility matures on June 14, 2027.

The U.S. revolving credit facility contains customary covenants, including restrictions on mergers and acquisitions, indebtedness, affiliate transactions, liens, dividends and distributions, dispositions of collateral, investments, and prepayments of indebtedness, as well as a covenant that requires the Borrowers to maintain certain minimum liquidity or availability requirements. We are in compliance with all applicable covenants as of June 30, 2024.

Any letters of credit issued and outstanding under the U.S. revolving credit facility reduce our borrowing availability on a dollar-for-dollar basis. At June 30, 2024, there were no outstanding borrowings and $40.8 million of outstanding letters of credit issued under our U.S. revolving credit facility. Principal payments, if any, are due upon maturity of the U.S. revolving credit facility and may be prepaid without penalty.


Status of our U.S. revolving credit facility:	June 30, 2024
Credit facility maximum amount	$	250.0
Borrowing availability	162.1
Outstanding letters of credit issued	40.8
Outstanding borrowings	—
Borrowing availability, net of outstanding letters of credit and borrowings	121.3

Iceland Revolving Credit Facility

Our wholly-owned subsidiary, Nordural Grundartangi ehf ("Grundartangi"), entered into a revolving credit facility agreement with Landsbankinn hf., dated November 2013, as amended (the "Iceland revolving credit facility"), which originally provided for borrowings of up to $50.0 million in the aggregate. On February 4, 2022, we amended the Iceland revolving credit facility and increased the facility amount to $80.0 million. On September 28, 2022, we further amended the Iceland revolving credit facility and increased the facility amount to $100.0 million in the aggregate. Under the terms of the Iceland revolving credit facility, when Grundartangi borrows funds it will designate a repayment date, which may be any date prior to the maturity of the Iceland revolving credit facility. At June 30, 2024, there were no outstanding borrowings under our Iceland revolving credit facility. The Iceland revolving credit facility has a term through December 2026.

Our Iceland revolving credit facility contains a covenant that requires Grundartangi to maintain a minimum equity ratio. As of June 30, 2024, we were in compliance with all such covenants.

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Condensed Notes to the Consolidated Financial Statements (continued)

(amounts in millions, except share and per share amounts)

(Unaudited)


Status of our Iceland revolving credit facility:	June 30, 2024
Credit facility maximum amount	$	100.0
Borrowing availability	100.0
Outstanding letters of credit issued	—
Outstanding borrowings	—
Borrowing availability, net of borrowings	100.0

Grundartangi Casthouse Facility

On November 2, 2021, in connection with the casthouse project at Grundartangi, we entered into an eight-year Term Facility Agreement with Arion Bank hf, to provide for borrowings up to $130.0 million (the "Casthouse Facility"). Under the Casthouse Facility, repayments of principal amounts will be made in equal quarterly installments equal to 1.739% of the principal amount, the first payment occurring in July 2024, with the remaining 60% of the principal amount to be paid no later than the termination date in December 2029. As of June 30, 2024, there were $130.0 million in outstanding borrowings under the Casthouse Facility.

The Casthouse Facility also contains customary covenants, including restrictions on mergers and acquisitions, indebtedness, preservation of assets, and dispositions of assets and contains a covenant that requires Grundartangi to maintain a minimum equity ratio. As of June 30, 2024, we were in compliance with all such covenants.

Iceland Term Facility

Our wholly-owned subsidiary, Grundartangi, entered into a Term Facility Agreement with Arion Bank hf, dated September 2022, (the "Iceland Term Facility") to provide for borrowings up to €13.6 million. Repayments of principal amounts were made in equal monthly installments, the first payment occurring in February 2023, with the remainder of the principal amount paid in January 2024. Borrowings under the Iceland Term Facility bore interest at a rate equal to 3.2% plus EUR EURIBOR 1 month as published at any time by the European Money Markets Institute. The Iceland Term Facility has been repaid in full and has terminated pursuant to its terms in the first quarter of 2024.

Vlissingen Facility Agreement

On December 9, 2022, Vlissingen entered into a Facility Agreement with Glencore International AG pursuant to which Vlissingen may borrow from time to time up to $90.0 million (the "Vlissingen Facility Agreement") in one or more loans at a fixed interest rate equal to 8.75% per annum and payable on December 2, 2024, the maturity date of the Vlissingen Facility Agreement. As of June 30, 2024, there were $10.0 million in outstanding borrowings under the Vlissingen Facility Agreement.

The Vlissingen Facility Agreement contains customary covenants, including with respect to mergers, guarantees and preservation and dispositions of assets. As of June 30, 2024, we were in compliance with all such covenants

Hancock County Industrial Revenue Bonds

As part of the purchase price for our acquisition of the Hawesville facility, we assumed IRBs which were issued in connection with the financing of certain solid waste disposal facilities constructed at the Hawesville facility. The IRBs bear interest at a variable rate not to exceed 12% per annum determined weekly based upon prevailing rates for similar bonds in the industrial revenue bond market and interest on the IRBs is paid quarterly. The IRBs are secured by a letter of credit issued under our U.S revolving credit facility and mature in April 2028.

Surety Bond Facility

As part of our normal business operations, we are required to provide surety bonds or issue letters of credit in certain states in which we do business as collateral for certain workers' compensation obligations. In June 2022, we entered into a surety bond facility with an insurance company to provide such bonds when applicable. As of June 30, 2024, we had issued surety bonds totaling $6.6 million. As we had previously guaranteed our workers' compensation obligations through issuance of letters of credit against our revolving credit facility, the surety bond issuance increases credit facility availability.

12. Commitments and Contingencies

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CENTURY ALUMINUM COMPANY

Condensed Notes to the Consolidated Financial Statements (continued)

(amounts in millions, except share and per share amounts)

(Unaudited)

We have pending against us or may be subject to various lawsuits, claims and proceedings related primarily to employment, commercial, stockholder, environmental, safety and health matters and are involved in other matters that may give rise to contingent liabilities. While the results of such matters and claims cannot be predicted with certainty, we believe that the ultimate outcome of any such matters and claims will not have a material adverse impact on our financial condition, results of operations or liquidity. However, because of the nature and inherent uncertainties of litigation and estimating liabilities, should the resolution or outcome of these actions be unfavorable, our business, financial condition, results of operations and liquidity could be materially and adversely affected.

In evaluating whether to accrue for losses associated with legal or environmental contingencies, it is our policy to take into consideration factors such as the facts and circumstances asserted, our historical experience with contingencies of a similar nature, the likelihood of our prevailing and the severity of any potential loss. For some matters, no accrual is established because we have assessed our risk of loss to be remote. Where the risk of loss is probable and the amount of the loss can be reasonably estimated, we record an accrual, either on an individual basis or with respect to a group of matters involving similar claims, based on the factors set forth above. While we regularly review the status of, and our estimates of potential liability associated with, contingencies to determine the adequacy of any associated accruals and related disclosures, the ultimate amount of loss may differ from our estimates.

Legal Contingencies

Ravenswood Retiree Medical Benefits

In November 2009, Century Aluminum of West Virginia ("CAWV") filed a class action complaint for declaratory judgment against the United Steel, Paper and Forestry, Rubber, Manufacturing, Energy, Allied Industrial and Service Workers International Union ("USW"), the USW’s local and certain CAWV retirees, individually and as class representatives ("CAWV Retirees"), seeking a declaration of CAWV’s rights to modify/terminate retiree medical benefits. Later in November 2009, the USW and representatives of a retiree class filed a separate suit against CAWV, Century Aluminum Company, Century Aluminum Master Welfare Benefit Plan, and various John Does with respect to the foregoing. On August 18, 2017, the District Court for the Southern District of West Virginia approved a settlement agreement in respect of these actions, pursuant to which agreement, CAWV agreed to make payments into a trust for the benefit of the CAWV Retirees in the aggregate amount of $23.0 million over the course of ten years. Upon approval of the settlement, we paid $5.0 million to the aforementioned trust in September 2017 and recognized a gain of $5.5 million to arrive at the then-net present value of $12.5 million. CAWV has agreed to pay the remaining amounts under the settlement agreement in annual increments of $2.0 million for nine years. As of June 30, 2024, $2.0 million was recorded in Other current liabilities and $3.5 million was recorded in Other liabilities on the Consolidated Balance Sheets.

PBGC Settlement

In 2013, we entered into a settlement agreement with the Pension Benefit Guaranty Corporation (the "PBGC") regarding an alleged "cessation of operations" at our Ravenswood facility (the "PBGC Settlement Agreement"). Pursuant to the terms of the PBGC Settlement Agreement, we agreed to make additional contributions (above any minimum required contributions) to our defined benefit pension plans totaling approximately $17.4 million. Under certain circumstances, in periods of lower primary aluminum prices relative to our cost of operations, we were able to defer one or more of these payments, provided that we provide the PBGC with acceptable security for such deferred payments. We historically elected to defer certain payments under the PBGC Settlement Agreement and provided the PBGC with the appropriate security. In October 2021, we amended the PBGC Settlement Agreement (the "Amended PBGC Settlement Agreement") such that we removed the deferral mechanism and agreed to contribute approximately $2.4 million per year to our defined benefit pension plans for a total of approximately $9.6 million, over the next four years beginning on November 30, 2022 and ending on November 30, 2025, subject to acceleration if certain terms and conditions are met in such amendment. As of June 30, 2024, we made contributions of $6.9 million and no payments related to the Amended PBGC Settlement Agreement. Comparatively, as of June 30, 2023, we made contributions of $2.4 million related to the Amended PBGC Settlement Agreement.

Power Commitments and Contingencies

Hawesville

Hawesville has a power supply arrangement with Kenergy and Century Marketer, LLC (“Century Marketer"), Century's wholly-owned subsidiary that acts as a MISO market participant. Under this arrangement, Hawesville gets access to power at Midcontinent Independent System Operator ("MISO") pricing plus transmission and other costs. As the MISO Market

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CENTURY ALUMINUM COMPANY

Condensed Notes to the Consolidated Financial Statements (continued)

(amounts in millions, except share and per share amounts)

(Unaudited)

Participant, Century Marketer purchases power from MISO for resale to Kenergy, which then resells the power to Hawesville. Century Marketer's power supply arrangement with Kenergy has an effective term through May 31, 2028, with automatic one-year extensions unless either party provides one-year notice of termination prior to the May 31 anniversary date. Similarly, Kenergy's power supply contract with Hawesville has a term through December 31, 2025, with automatic one-year extensions unless either party provides one-year notice of termination prior to the December 31 anniversary date.

Sebree

Sebree has a power supply arrangement with Kenergy and Century Marketer. Under this arrangement, Sebree gets access to power at Midcontinent Independent System Operator ("MISO") pricing plus transmission and other costs. As the MISO Market Participant, Century Marketer purchases power from MISO for resale to Kenergy, which then resells the power to Sebree. Century Marketer's power supply arrangement with Kenergy has an effective term through May 31, 2028, with automatic one-year extensions unless either party provides one-year notice of termination prior to the May 31 anniversary date. Similarly, Kenergy's power supply contract with Sebree has a term through December 31, 2025, with automatic one-year extensions unless either party provides one-year notice of termination prior to the December 31 anniversary date.

Mt. Holly

Century Aluminum of South Carolina ("CASC") has a power supply agreement with Santee Cooper that has an effective term through December 2026. Under this power supply agreement, 100% of Mt. Holly’s electrical power requirements are supplied from Santee Cooper’s generation at cost of service based rates.

Grundartangi

Grundartangi has power purchase agreements for approximately 545 MW of aggregate power with HS Orka hf ("HS"), Landsvirkjun and Orkuveita Reykjavikur ("OR"). These power purchase agreements expire on various dates from 2026 through 2036 (subject to extension). The power purchase agreements with each of HS and OR provide power at LME-based variable rates for the duration of these agreements. Under the terms of the Landsvirkjun agreement, Landsvirkjun will provide up to 182 MW over time to support the most recent capacity creep requirements and the new billet casthouse at Grundartangi. The Landsvirkjun agreement provides for fixed rates on most of the 182 MW, with a variable rate applicable to a smaller portion of the power through December 31, 2026. Grundartangi also has a separate 25 MW power purchase agreement with Landsvirkjun at LME-based variable rate.

Other Commitments and Contingencies

Labor Commitments

The bargaining unit employees at our Grundartangi, Vlissingen, Hawesville, Sebree and Jamalco facilities are represented by labor unions, representing approximately 59% of our total workforce.

Approximately 87% of Grundartangi’s work force is represented by five labor unions, governed by a labor agreement that establishes wages and work rules for covered employees. This agreement is effective through December 31, 2024.

100% of Vlissingen's work force is represented by the Federation for the Metal and Electrical Industry ("FME"), a Netherlands' employers' organization for companies in the metal, electronics, electrical engineering and plastic sectors. The FME negotiates working conditions with trade unions on behalf of its members, which, when agreed upon, are then applicable to all employees of Vlissingen. The current labor agreement is effective through December 31, 2025.

Approximately 38% of our U.S. based work force is represented by USW through separately negotiated labor agreements for each facility. The labor agreement for Hawesville employees is effective through April 1, 2026. Upon announcement of the temporary curtailment, Hawesville and the USW local union entered into effects bargaining. An agreement was reached on July 19, 2022, covering the curtailment period. Century Sebree's labor agreement with the USW for its employees is effective through October 28, 2028. Mt. Holly employees are not represented by a labor union.

Approximately 61% of Jamalco’s work force is represented by the Union of Technical, Administrative, and Supervisory Personnel ("UTASP") through separately negotiated labor agreements for hourly and salaried employee groups. Both contracts were effective through December 31, 2023. Jamalco is currently in the process of negotiating new contracts with both the salaried and hourly employee groups.

Table of Contents

CENTURY ALUMINUM COMPANY

Condensed Notes to the Consolidated Financial Statements (continued)

(amounts in millions, except share and per share amounts)

(Unaudited)

Contingent obligations

We have a contingent obligation in connection with the "unwind" of a contractual arrangement between CAKY, Big Rivers Electric Corporation ("Big Rivers") and a third party and the execution of a long-term cost-based power contract with Kenergy, a member of a cooperative of Big Rivers, in July 2009. This contingent obligation consists of the aggregate payments made to Big Rivers by the third party on CAKY’s behalf in excess of the agreed upon base amount under the long-term cost-based power contract with Kenergy. As of June 30, 2024, the principal and accrued interest for the contingent obligation was $31.6 million, which was fully offset by a derivative asset. We may be required to make installment payments for the contingent obligation in the future. These payments are contingent based on the LME price of primary aluminum and the level of Hawesville’s operations. As of June 30, 2024, the LME forward market prices do not exceed the threshold for payment. In addition, based on the current level of Hawesville's operations, including the temporary curtailment, we believe that we will not be required to make payments on the contingent obligation during the term of the agreement, which expires in 2028. There can be no assurance that circumstances will not change thus accelerating the timing of such payments.

13. Accumulated Other Comprehensive Loss ("AOCL")


Components of AOCL:	June 30, 2024		December 31, 2023
Defined benefit plan liabilities	$	(101.8)	$	(101.8)
Unrealized gain on financial instruments	1.4		1.6
Other comprehensive loss before income tax effect	(100.4)		(100.2)
Income tax effect(1)	2.3		2.3
Accumulated other comprehensive loss	$	(98.1)	$	(97.9)

(1)The allocation of the income tax effect to the components of other comprehensive loss is as follows:


	June 30, 2024		December 31, 2023
Defined benefit plan liabilities	$	2.6	$	2.6

Unrealized gain on financial instruments	(0.3)		(0.3)

The following table summarizes the changes in the accumulated balances for each component of AOCL:


	Defined benefit plan and other postretirement liabilities		Unrealized gain on financial instruments		Total, net of tax
Balance, March 31, 2024	$	(101.0)	$	1.4	$	(99.6)

Net amount reclassified to net in

CENTURY ALUMINUM CO [CENX] Filings
10-Q	[2024-08-08]
10-Q	[2024-05-01]
10-K	[2024-03-15]
10-Q	[2023-11-08]
10-Q	[2023-08-09]
10-Q	[2023-05-09]
10-K	[2023-02-27]
10-Q	[2022-11-07]
10-Q	[2022-08-09]
10-Q	[2022-05-02]
10-K	[2022-02-25]
10-Q	[2021-11-05]
10-Q	[2021-08-05]
10-Q	[2021-05-07]
10-K	[2021-03-04]
10-Q	[2020-11-05]
10-Q	[2020-08-06]
10-Q	[2020-05-04]
10-K	[2020-02-27]
10-Q	[2019-11-08]
10-Q	[2019-08-08]
10-Q	[2019-05-08]
10-K	[2019-02-28]
10-Q	[2018-11-02]
10-Q	[2018-08-08]
10-Q	[2018-05-04]
10-K	[2018-02-28]
10-Q	[2017-11-08]
10-Q	[2017-08-09]
10-Q	[2017-05-09]
10-K	[2017-03-14]
10-Q	[2016-11-08]
10-Q	[2016-08-05]
10-Q	[2016-05-06]
10-K	[2016-03-07]
10-Q	[2015-11-04]
10-Q	[2015-08-07]
10-Q	[2015-05-01]
10-K	[2015-03-02]
10-Q	[2014-11-05]
10-Q	[2014-08-08]
10-Q	[2014-05-09]
10-K	[2014-03-14]
10-Q	[2013-11-08]
10-Q	[2013-08-09]
10-Q	[2013-05-10]
10-K	[2013-03-18]
10-Q	[2012-11-09]
10-Q	[2012-08-09]
10-Q	[2012-05-10]
10-K	[2012-02-29]