3 unchanged sentences
(in millions, except per share amounts)
−Removed: Three months ended June 30,
−Removed: Six months ended June 30,
+Added: Three months ended September 30,
+Added: Nine months ended September 30,
Related parties $ 350.6 $ 235.8 $ 925.3 $ 792.4
26 unchanged sentences
(in millions)
−Removed: Three months ended June 30,
−Removed: Six months ended June 30,
+Added: Three months ended September 30,
+Added: Nine months ended September 30,
Comprehensive income (loss):
13 unchanged sentences
(in millions)
−Removed: June 30, 2021
+Added: September 30, 2021
December 31, 2020
20 unchanged sentences
revolving credit facility 17.3 —
+Added: Iceland revolving credit facility 30.0 —
Industrial revenue bonds 7.8 7.8
2 unchanged sentences
Convertible senior notes payable 83.9 —
−Removed: Iceland revolving credit facility — 45.0
+Added: Iceland revolving credit facility - less current portion — 45.0
Accrued pension benefits costs - less current portion 57.7 65.2
20 unchanged sentences
(in millions)
−Removed: Six months ended June 30,
+Added: Nine months ended September 30,
CASH FLOWS FROM OPERATING ACTIVITIES:
15 unchanged sentences
Accrued and other current liabilities 3.5 6.7
+Added: Ravenswood retiree medical settlement ( 2.0 ) ( 2.0 )
Other - net 1.0 5.3
6 unchanged sentences
Repayment of Senior Notes due 2021 — ( 250.0 )
+Added: Proceeds from issuance of Senior Notes due 2025 — 243.8
+Added: Repayment of Senior Notes due 2025 ( 250.0 ) —
Early redemption and tender premiums paid ( 18.1 ) —
5 unchanged sentences
Debt issuance costs ( 7.5 ) ( 1.1 )
+Added: Debt retirement costs — ( 0.2 )
Purchases of capped calls related to Convertible Senior Notes ( 5.7 ) —
2 unchanged sentences
Cash, cash equivalents and restricted cash, beginning of period 84.3 39.7
+Added: CENTURY ALUMINUM COMPANY
+Added: CONSOLIDATED STATEMENTS OF CASH FLOWS
+Added: (in millions)
+Added: Nine months ended September 30,
Cash, cash equivalents and restricted cash, end of period $ 68.9 $ 85.1
3 unchanged sentences
Taxes 0.0 0.1
−Removed: CENTURY ALUMINUM COMPANY
−Removed: CONSOLIDATED STATEMENTS OF CASH FLOWS
−Removed: (in millions)
−Removed: Six months ended June 30,
Non-cash investing activities:
Capital expenditures 6.1 0.4
+Added: Capitalized interest 0.8 —
See condensed notes to consolidated financial statements
4 unchanged sentences
deficit Total shareholders’ equity
−Removed: Three months ended June 30, 2021
−Removed: Balance, March 31, 2021 $ 0.0 $ 1.0 $ 2,530.9 $ ( 86.3 ) $ ( 117.5 ) $ ( 1,919.8 ) $ 408.3
+Added: Three months ended September 30, 2021
+Added: Balance, June 30, 2021 $ 0.0 $ 1.0 $ 2,527.0 $ ( 86.3 ) $ ( 116.4 ) $ ( 1,954.9 ) $ 370.4
Net income (loss) — — — — — ( 52.4 ) ( 52.4 )
2 unchanged sentences
Conversion of preferred stock to common stock — — 0.0 — — — 0.0
−Removed: Capped call premiums — — $ ( 4.6 ) — — — $ ( 4.6 )
−Removed: Balance, June 30, 2021
+Added: Balance, September 30, 2021
$ 0.0 $ 1.0 $ 2,528.0 $ ( 86.3 ) $ ( 115.2 ) $ ( 2,007.3 ) $ 320.2
−Removed: Three months ended June 30, 2020
−Removed: Balance, March 31, 2020 $ 0.0 $ 1.0 $ 2,526.6 $ ( 86.3 ) $ ( 108.4 ) $ ( 1,659.1 ) $ 673.8
+Added: Three months ended September 30, 2020
+Added: Balance, June 30, 2020 $ 0.0 $ 1.0 $ 2,527.6 $ ( 86.3 ) $ ( 107.6 ) $ ( 1,686.0 ) $ 648.7
Net income (loss) — — — — — ( 58.2 ) ( 58.2 )
2 unchanged sentences
Conversion of preferred stock to common stock 0.0 0.0 0.0 — — — 0.0
−Removed: Balance, June 30, 2020
+Added: Balance, September 30, 2020
$ 0.0 $ 1.0 $ 2,528.4 $ ( 86.3 ) $ ( 106.5 ) $ ( 1,744.2 ) $ 592.4
1 unchanged sentence
deficit Total shareholders’ equity
−Removed: Six months ended June 30, 2021
+Added: Nine months ended September 30, 2021
Balance, December 31, 2020 $ 0.0 $ 1.0 $ 2,530.0 $ ( 86.3 ) $ ( 118.8 ) $ ( 1,779.8 ) $ 546.1
4 unchanged sentences
Capped call premiums — — ( 4.6 ) — — — ( 4.6 )
−Removed: Balance, June 30, 2021 $ 0.0 $ 1.0 $ 2,527.0 $ ( 86.3 ) $ ( 116.4 ) $ ( 1,954.9 ) $ 370.4
−Removed: Six months ended June 30, 2020
+Added: Balance, September 30, 2021 $ 0.0 $ 1.0 $ 2,528.0 $ ( 86.3 ) $ ( 115.2 ) $ ( 2,007.3 ) $ 320.2
+Added: Nine months ended September 30, 2020
Balance, December 31, 2019 $ 0.0 $ 1.0 $ 2,526.5 $ ( 86.3 ) $ ( 109.8 ) $ ( 1,656.4 ) $ 675.0
3 unchanged sentences
Conversion of preferred stock to common stock 0.0 0.0 0.0 — — — 0.0
−Removed: Balance, June 30, 2020 $ 0.0 $ 1.0 $ 2,527.6 $ ( 86.3 ) $ ( 107.6 ) $ ( 1,686.0 ) $ 648.7
+Added: Balance, September 30, 2020 $ 0.0 $ 1.0 $ 2,528.4 $ ( 86.3 ) $ ( 106.5 ) $ ( 1,744.2 ) $ 592.4
CENTURY ALUMINUM COMPANY
Condensed Notes to the Consolidated Financial Statements
−Removed: Six months ended June 30, 2021 and 2020
+Added: Nine months ended September 30, 2021 and 2020
(amounts in millions, except share and per share amounts)
1 unchanged sentence
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.
−Removed: Operating results for the first six months of 2021 are not necessarily indicative of the results that may be expected for the year ending December 31, 2021.
+Added: Operating results for the first nine months of 2021 are not necessarily indicative of the results that may be expected for the year ending December 31, 2021.
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.
12 unchanged sentences
Related Party Transactions
−Removed: The significant related party transactions occurring during the six months ended June 30, 2021 and 2020 are described below.
+Added: The significant related party transactions occurring during the nine months ended September 30, 2021 and 2020 are described below.
We believe all of our transactions with related parties are at prices that approximate market.
Glencore Ownership
−Removed: As of June 30, 2021, Glencore plc and its affiliates (together "Glencore") beneficially owned 42.9 % of Century’s outstanding common stock ( 46.7 % o n 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.
+Added: As of September 30, 2021, Glencore plc and its affiliates (together "Glencore") beneficially owned 42.9 % of Century’s outstanding common stock ( 46.7 % o n 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.
Shareholders' Equity for a description of our outstanding Series A Convertible Preferred Stock.
4 unchanged sentences
Sales to Glencore
−Removed: For the three months ended June 30, 2021 and 2020, approximately 58.0 % and 71.0 %, respectively, of our consolidated net sales were made to Glencore, while for the six months ended June 30, 2021 and 2020, we derived appro ximately 59.1 % an d 67.6 %, respectively, of our consolidated net sales from Glencore.
+Added: For the three months ended September 30, 2021 and 2020, approximately 60.3 % and 60.0 %, respectively, of our consolidated net sales were made to Glencore, while for the nine months ended September 30, 2021 and 2020, we derived appro ximately 59.6 % an d 65.2 % , respectively, of our consolidated net sales from Glencore.
Glencore purchases aluminum produced at our U.S.
2 unchanged sentences
We have also entered into agreements with Glencore pursuant to which we sell certain amounts of alumina at market-based prices.
−Removed: For the three months and six months ended June 30, 2021, we recorded $ 11.4 million and $ 11.4 million of revenue related to alumina sales to Glencore, respectively.
−Removed: For the three and six months ended June 30, 2020, we recor ded $ 0.9 million and $ 1.2 million of revenue related to alumina sales to Glencore, respectively.
+Added: For the three and nine months ended September 30, 2021, we recorded $ 5.5 million and $ 16.9 million of revenue related to alumina sales to Glencore, respectively.
+Added: For the three and nine months ended September 30, 2020, we recor ded $ 16.4 million and $ 17.6 million of revenue related to alumina sales to Glencore, respectively.
Purchases from Glencore
We purchase a portion of our alumina and certain other raw material requirements from Glencore.
−Removed: Alumina purchases from Glencore during the six months ended June 30, 2021 were priced based on published alumina and aluminum indices.
+Added: Alumina purchases from Glencore during the nine months ended September 30, 2021 were priced based on published alumina and aluminum indices.
+Added: Glencore Agreement Settlement
+Added: In July 2021, we reached a full and final legal settlement agreement with Glencore resolving a dispute related to alumina purchases and, accordingly, recorded a $ 4.0 million settlement loss to Cost of goods sold.
+Added: At September 30, 2021, this amount is included in Due to affiliates on our Consolidated Balance Sheet, and will be paid during the fourth quarter.
Financial Contracts with Glencore
6 unchanged sentences
A summary of the aforementioned significant related party transactions is as follows:
−Removed: Three months ended June 30,
−Removed: Six months ended June 30,
+Added: Three months ended September 30,
+Added: Nine months ended September 30,
Net sales to Glencore $ 350.6 $ 235.8 $ 925.3 $ 792.4
1 unchanged sentence
We disaggregate our revenue by geographical region as follows:
−Removed: Net Sales Three months ended June 30,
−Removed: Six months ended June 30,
−Removed: United States $ 347.9 $ 247.9 $ 624.1 $ 522.0
−Removed: Iceland 180.1 154.0 347.9 301.1
−Removed: Total $ 528.0 $ 401.9 $ 972.0 $ 823.1
CENTURY ALUMINUM COMPANY
1 unchanged sentence
(amounts in millions, except share and per share amounts)
+Added: Net Sales Three months ended September 30,
+Added: Nine months ended September 30,
+Added: United States $ 373.8 $ 242.0 $ 997.9 $ 764.0
+Added: Iceland 207.6 150.9 555.5 452.0
+Added: Total $ 581.4 $ 392.9 $ 1,553.4 $ 1,216.0
Fair Value Measurements
9 unchanged sentences
• Level 3 Inputs - significant unobservable inputs for the asset or liability.
−Removed: Recurring Fair Value Measurements As of June 30, 2021
+Added: Recurring Fair Value Measurements As of September 30, 2021
Cash equivalents $ 26.5 $ — $ — $ 26.5
5 unchanged sentences
TOTAL $ — $ 188.1 $ 15.5 $ 203.6
+Added: CENTURY ALUMINUM COMPANY
+Added: Condensed Notes to the Consolidated Financial Statements (continued)
+Added: (amounts in millions, except share and per share amounts)
Recurring Fair Value Measurements As of December 31, 2020
6 unchanged sentences
TOTAL $ — $ 16.7 0.0 $ 16.7
−Removed: CENTURY ALUMINUM COMPANY
−Removed: Condensed Notes to the Consolidated Financial Statements (continued)
−Removed: (amounts in millions, except share and per share amounts)
(1) Trust assets are currently invested in money market funds.
14 unchanged sentences
The following table presents the inputs for fair value measurements categorized within Level 3 of the fair value hierarchy, along with information regarding significant unobservable inputs used to value Level 3 assets and liabilities:
+Added: CENTURY ALUMINUM COMPANY
+Added: Condensed Notes to the Consolidated Financial Statements (continued)
+Added: (amounts in millions, except share and per share amounts)
Level 3 Fair Value Measurements:
−Removed: As of June 30, 2021 As of December 31, 2020
+Added: As of September 30, 2021 As of December 31, 2020
Asset / Liability Valuation Technique Observable Inputs Significant Unobservable Input Fair Value Value/Range of Unobservable Input Fair Value Value/Range of Unobservable Input
3 unchanged sentences
$ ( 0.9 ) 8.58 % $ 0.1 10.00 %
−Removed: Nord Pool power price swaps Discounted cash flows Quoted Nord Pool forward market Discount rate net (1)
−Removed: $ 1.5 8.58 % — —
(1) Represents risk adjusted discount rate.
−Removed: CENTURY ALUMINUM COMPANY
−Removed: Condensed Notes to the Consolidated Financial Statements (continued)
−Removed: (amounts in millions, except share and per share amounts)
The following table presents the fair value reconciliation of Level 3 assets and liabilities measured at fair value on a recurring basis.
Level 3 Assets Level 3 Liabilities
−Removed: For the three months ended June 30, 2021
+Added: For the three months ended September 30, 2021
Nord Pool LME forward financial sales contracts FX Swaps
−Removed: Balance as of April 1, 2021 $ — $ ( 6.0 ) $ ( 0.2 )
+Added: Balance as of July 1, 2021 $ 1.5 $ ( 17.9 ) $ ( 0.4 )
Total realized/unrealized gains (losses)
5 unchanged sentences
Transfers into Level 3 (2)
−Removed: 1.5 ( 0.3 ) ( 0.2 )
Transfers out of Level 3 (3)
−Removed: Balance as of June 30, 2021
( 1.5 ) 11.0 —
+Added: Balance as of September 30, 2021
+Added: — ( 14.6 ) $ ( 0.9 )
Change in unrealized gains (losses) (1)
1 unchanged sentence
(1) Gains and losses are presented in the Consolidated Statement of Operations within the line item "Net gain (loss) on forward and derivative contracts."
−Removed: (2) Transfers into Level 3 due to contracts with applied discount rate during the second quarter of 2021.
+Added: (2) Transfers into Level 3 due to contracts with applied discount rate during the third quarter of 2021.
(3) Transfers out of Level 3 due to period of time remaining in derivative contract.
−Removed: For the three months ended June 30, 2020
+Added: CENTURY ALUMINUM COMPANY
+Added: Condensed Notes to the Consolidated Financial Statements (continued)
+Added: (amounts in millions, except share and per share amounts)
+Added: For the three months ended September 30, 2020
Level 3 Assets Level 3 Liabilities
LME forward financial sales contracts Hawesville L4 Power Price Swaps
−Removed: Balance as of April 1, 2020 $ 7.8 $ ( 3.2 )
+Added: Balance as of July 1, 2020 $ 6.1 $ ( 1.5 )
Total realized/unrealized gains (losses)
Included in net income (1)
+Added: ( 4.2 ) ( 0.2 )
Purchases, sales, settlements
3 unchanged sentences
Transfers out of Level 3 (3)
−Removed: Balance as of June 30, 2020
+Added: Balance as of September 30, 2020
$ 6.6 $ ( 0.8 )
1 unchanged sentence
(1) Gains and losses are presented in the Consolidated Statement of Operations within the line item "Net gain (loss) on forward and derivative contracts."
−Removed: (2) Transfers into Level 3 due to contracts with applied discount rate during the second quarter of 2020.
+Added: (2) Transfers into Level 3 due to contracts with applied discount rate during the third quarter of 2020.
(3) Transfers out of Level 3 due to period of time remaining in derivative contract.
−Removed: CENTURY ALUMINUM COMPANY
−Removed: Condensed Notes to the Consolidated Financial Statements (continued)
−Removed: (amounts in millions, except share and per share amounts)
Level 3 Assets Level 3 Liabilities
−Removed: For the six months ended June 30, 2021
+Added: For the nine months ended September 30, 2021
Nord Pool LME forward financial sales contracts FX Swaps
11 unchanged sentences
( 1.5 ) 11.5 ( 0.1 )
−Removed: Balance as of June 30, 2021
+Added: Balance as of September 30, 2021
— ( 14.6 ) $ ( 0.9 )
2 unchanged sentences
(1) Gains and losses are presented in the Consolidated Statement of Operations within the line item "Net gain (loss) on forward and derivative contracts."
−Removed: (2) Transfers into Level 3 due to contracts with applied discount rate during the six months ended June 30, 2021.
+Added: (2) Transfers into Level 3 due to contracts with applied discount rate during the nine months ended September 30, 2021.
(3) Transfers out of Level 3 due to period of time remaining in derivative contract.
−Removed: For the six months ended June 30, 2020
+Added: CENTURY ALUMINUM COMPANY
+Added: Condensed Notes to the Consolidated Financial Statements (continued)
+Added: (amounts in millions, except share and per share amounts)
+Added: For the nine months ended September 30, 2020
Level 3 Assets Level 3 Liabilities
8 unchanged sentences
Transfers out of Level 3 (3)
−Removed: Balance as of June 30, 2020
+Added: Balance as of September 30, 2020
$ 6.6 $ ( 0.8 )
1 unchanged sentence
(1) Gains and losses are presented in the Consolidated Statement of Operations within the line item "Net gain (loss) on forward and derivative contracts."
−Removed: (2) Transfers into Level 3 due to contracts with applied discount rate during the six months ended June 30, 2020.
+Added: (2) Transfers into Level 3 due to contracts with applied discount rate during the nine months ended September 30, 2020.
(3) Transfers out of Level 3 due to period of time remaining in derivative contract.
−Removed: CENTURY ALUMINUM COMPANY
−Removed: Condensed Notes to the Consolidated Financial Statements (continued)
−Removed: (amounts in millions, except share and per share amounts)
Earnings (Loss) Per Share
2 unchanged sentences
The following table shows the basic and diluted earnings (loss) per share:
−Removed: For the three months ended June 30
+Added: For the three months ended September 30,
Net Income (Loss) Shares (in millions)
6 unchanged sentences
$ ( 52.4 ) 90.1 $ ( 0.58 ) $ ( 58.2 ) 89.5 $ ( 0.65 )
−Removed: For the six months ended June 30
+Added: For the nine months ended September 30,
Net Income (Loss) Shares (in millions)
7 unchanged sentences
$ ( 227.5 ) 90.1 $ ( 2.52 ) $ ( 87.8 ) 89.4 $ ( 0.98 )
−Removed: Three months ended June 30,
−Removed: Six months ended June 30,
+Added: CENTURY ALUMINUM COMPANY
+Added: Condensed Notes to the Consolidated Financial Statements (continued)
+Added: (amounts in millions, except share and per share amounts)
+Added: Three months ended September 30,
+Added: Nine months ended September 30,
Securities excluded from the calculation of diluted EPS (in millions) (1) :
7 unchanged sentences
Shareholders’ Equity
−Removed: As of June 30, 2021 and December 31, 2020, we had 195,000,000 shares of common stock, $ 0.01 par value per share, authorized under our Restated Certificate of Incorporation, of which 97,315,639 shares were issued and 90,129,118 shares were outstanding at June 30, 2021;
+Added: As of September 30, 2021 and December 31, 2020, we had 195,000,000 shares of common stock, $ 0.01 par value per share, authorized under our Restated Certificate of Incorporation, of which 97,315,639 shares were issued and 90,129,118 shares were outstanding at September 30, 2021;
97,242,318 shares were issued and 90,055,797 shares were outstanding at December 31, 2020.
1 unchanged sentence
Preferred Stock
−Removed: As of June 30, 2021 and December 31, 2020, we had 5,000,000 shares of preferred stock, $ 0.01 par value per share, authorized under our Restated Certificate of Incorporation.
+Added: As of September 30, 2021 and December 31, 2020, 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.
5 unchanged sentences
Glencore holds all of the issued and outstanding Series A Convertible Preferred Stock.
−Removed: At June 30, 2021 and December 31, 2020, there were 63,274 and 63,589 shares of Series A Convertible Preferred Stock outstanding, respectively.
+Added: At September 30, 2021 and December 31, 2020, there were 63,274 and 63,589 shares of Series A Convertible Preferred Stock outstanding, respectively.
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 ratio of preferred to common shares is 100 shares of common stock for each share of preferred stock.
−Removed: The Common and Preferred Stock table below contains additional information about preferred stock conversions during the six months ended June 30, 2021 and 2020.
+Added: The Common and Preferred Stock table below contains additional information about preferred stock conversions during the nine months ended September 30, 2021 and 2020.
Preferred stock Common stock
5 unchanged sentences
Issuance for share-based compensation plans — — 41,856
−Removed: Ending balance as of June 30, 2021
+Added: Ending balance as of September 30, 2021
63,274 7,186,521 90,129,118
3 unchanged sentences
Issuance for share-based compensation plans — — 170,784
−Removed: Ending balance as of June 30, 2020
+Added: Ending balance as of September 30, 2020
66,039 7,186,521 89,484,834
13 unchanged sentences
We have repurchased 7,186,521 shares of common stock under the program for an aggregate purchase price of $ 86.3 million.
−Removed: We have made no repurchases since April 2015 and we have $ 43.7 million remaining under the repurchase program authorization as of June 30, 2021.
−Removed: We recorded an income tax benefit of $ 48.3 million and an income tax expense of $ 0.9 million for the three months ended June 30, 2021 and 2020, respectively and for the six months ended June 30, 2021 and 2020, we recorded an income tax benefit of $ 50.6 million and $ 1.9 million, respectively.
−Removed: We recorded a discrete tax benefit of $ 49.8 million in the current quarter tax provision related to the recognition of a certain foreign deferred tax asset.
−Removed: The deferred tax asset represents the future tax benefit we expect to realize for deductible costs related to our historical investment in Nordural Helguvik ehf (“Helguvik”).
−Removed: During the period, it became apparent this deferred tax asset would reverse in the foreseeable future.
−Removed: As this deferred tax asset is expected to be realized prior to expiration, we have not recorded a valuation allowance.
−Removed: We did not change our judgment in the current quarter with respect to other valuation allowances previously recorded.
+Added: We have made no repurchases since April 2015 and we have $ 43.7 million remaining under the repurchase program authorization as of September 30, 2021.
+Added: We recorded an income tax ex pense of $ 6.8 million a nd $ 0.3 million for the three months ended September 30, 2021 and 2020, respectively.
+Added: The increase is primarily due to improved operational results from foreign operations.
+Added: For the nine months ended September 30, 2021 and 2020, we recorded an income tax benefit o f $ 43.8 million an d $ 1.6 million, respectively.
+Added: This increase is primarily due to a discrete tax benefit of $ 49.8 million in the second quarter of 2021 related to the recognition of a foreign deferred tax asset for the future tax benefit we expect to realize for deductible costs related to our historical investment in Nordural Helguvik ehf (“Helguvik”).
+Added: In the second quarter of 2021, it became apparent this deferred tax asset would be realized in the foreseeable future.
+Added: Additionally, we concluded this deferred tax asset was more likely than not to be realized prior to expiration and recorded the tax benefit in the second quarter.
+Added: We have not changed our judgment in the current quarter with respect to other valuation allowances previously recorded.
Our income tax benefit or expense is based on an annual effective tax rate forecast, including estimates and assumptions that could change during the year.
The application of the accounting requirements for income taxes in interim periods, after consideration of our valuation allowance, causes a significant variation in the typical relationship between income tax expense/benefit and pre-tax accounting income/loss.
−Removed: As of June 30, 2021, all of Century's U.S.
+Added: As of September 30, 2021, 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.
Inventories consist of the following:
−Removed: June 30, 2021
+Added: September 30, 2021
December 31, 2020
4 unchanged sentences
Total inventories $ 343.3 $ 291.1
−Removed: Inventories are stated at the lower of cost or Net Realizable Value ("NRV") using the first-in, first-out ("FIFO") or the weighted average cost method.
+Added: 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.
CENTURY ALUMINUM COMPANY
1 unchanged sentence
(amounts in millions, except share and per share amounts)
−Removed: June 30, 2021
+Added: September 30, 2021
December 31, 2020
1 unchanged sentence
Hawesville Term Loan (1)
−Removed: $ 10.0 $ 20.0
Hancock County industrial revenue bonds ("IRBs") due April 1, 2028, interest payable quarterly (variable interest rates (not to exceed 12 %)) (2)
Revolving Credit Facility (3)
+Added: Iceland Revolving Credit Facility (4)
Debt classified as non-current liabilities:
1 unchanged sentence
12.0 % senior secured notes due July 1, 2025, net of debt discount of $ 2.3 million, and financing fees of $ 4.6 million at December 31, 2020, interest payable semiannually
−Removed: 7.5 % senior secured notes due April 1, 2028, net of financing fees of $ 4.6 million at June 30, 2021, interest payable semiannually
−Removed: 2.75 % convertible senior notes due May 1, 2028, net of financing fees of $ 2.5 million at June 30, 2021, interest payable semiannually
+Added: 7.5 % senior secured notes due April 1, 2028, net of financing fees of $ 4.4 million at September 30, 2021, interest payable semiannually
+Added: 2.75 % convertible senior notes due May 1, 2028, net of financing fees of $ 2.4 million at September 30, 2021, interest payable semiannually
Total $ 389.6 $ 315.9
(1) See "Hawesville Term Loan" below.
−Removed: At June 30, 2021, the applicable interest rate was LIBOR of 0.2 % plus margin of 5.375 % and there is no interest payable outstanding.
−Removed: As of June 30, 2021, we have made $ 30.0 million of principal payments and $ 4.4 million of interest payments.
+Added: At September 30, 2021, the applicable interest rate was LIBOR of 0.125 % plus margin of 5.375 % and there is no interest payable outstanding.
+Added: As of September 30, 2021, we have made $ 35.0 million of principal payments and $ 4.6 million of interest payments.
(2) 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.
−Removed: The IRBs interest rate at June 30, 2021 was 0.2 %.
+Added: The IRBs interest rate at September 30, 2021 was 0.21 %.
(3) We have elected to incur interest at a base rate plus applicable margin as defined within the agreement.
−Removed: The interest rate at June 30, 2021 was 3.75 %.
+Added: The interest rate at September 30, 2021 was 4.00 %.
(4) We have elected to incur interest at LIBOR plus applicable margin as defined within the agreement.
+Added: The interest rate at September 30, 2021 was 3.088 %.
7.5 % Senior Secured Notes due 2028
8 unchanged sentences
(i) all of our and the Guarantor Subsidiaries' property, plant and equipment (other than certain excluded property);
−Removed: (ii) all equity interests in subsidiaries directly owned by Century or any Guarantor Subsidiaries;
CENTURY ALUMINUM COMPANY
1 unchanged sentence
(amounts in millions, except share and per share amounts)
+Added: (ii) all equity interests in subsidiaries directly owned by Century or any Guarantor Subsidiaries;
(iii) proceeds of the foregoing.
6 unchanged sentences
2025 101.875 %
−Removed: 2026 & Thereafter 100.000 %
+Added: 2026 and Thereafter 100.000 %
Upon a change of control (as defined in the indenture governing the 2028 Notes), we will be required to make an offer to purchase the 2028 Notes at a purchase price equal to 101 % of the outstanding principal amount of the 2028 Notes on the date of the purchase, plus accrued and unpaid interest to, but not including, the date of purchase.
9 unchanged sentences
and (ix) effect a consolidation or merger.
−Removed: As of June 30, 2021, the total estimated fair value of the 2028 Notes was $ 265.4 million.
+Added: As of September 30, 2021, the total estimated fair value of the 2028 Notes was $ 264.6 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.
23 unchanged sentences
Redemption rights.
−Removed: We may not redeem the Notes prior to May 6, 2025.
−Removed: On or after May 6, 2025, we may redeem for cash all or part of the Notes at our option if the last reported sale price of our common stock has been at least 130 % of the conversion price then in effect for at least 20 trading days (whether or not consecutive) during any 30 consecutive trading-day period (including the last trading day of such period) ending on and including the trading day immediately preceding the date on which we provide notice of redemption, at a redemption price equal to 100 % of the principal amount of the Notes to be redeemed, plus accrued and unpaid interest.
+Added: We may not redeem the Convertible Notes prior to May 6, 2025.
+Added: On or after May 6, 2025, we may redeem for cash all or part of the Convertible Notes at our option if the last reported sale price of our common stock has been at least 130 % of the conversion price then in effect for at least 20 trading days (whether or not consecutive) during any 30 consecutive trading-day period (including the last trading day of such period) ending on and including the trading day immediately preceding the date on which we provide notice of redemption, at a redemption price equal to 100 % of the principal amount of the Convertible Notes to be redeemed, plus accrued and unpaid interest.
Upon conversion, we may satisfy our conversion obligation by paying or delivering, as applicable, cash, shares of our common stock or a combination of cash and shares of our common stock, at our election, based on the applicable conversion rate.
In addition, if certain corporate events that constitute a make-whole fundamental change (as defined in the indenture) occur, then the conversion rate will, in certain circumstances, be increased for a specified period of time.
−Removed: Additionally in the event of a corporate event constituting a fundamental change (as defined in the indenture), holders of the Convertible Notes may require us to repurchase all or a portion of their Convertible Notes at a repurchase price equal to 100 % of the principal amount of the Notes being repurchased, plus accrued and unpaid interest to, but excluding, the date of the fundamental change repurchase.
−Removed: As of June 30, 2021, the if-converted value of the Convertible Notes did not exceed the outstanding principal amount.
−Removed: As of June 30, 2021, the total estimated fair value of the Convertible Notes was $ 83.5 million.
+Added: Additionally in the event of a corporate event constituting a fundamental change (as defined in the indenture), holders of the Convertible Notes may require us to repurchase all or a portion of their Convertible Notes at a repurchase price equal to 100 % of the principal amount of the Convertible Notes being repurchased, plus accrued and unpaid interest to, but excluding, the date of the fundamental change repurchase.
+Added: As of September 30, 2021, the if-converted value of the Convertible Notes did not exceed the outstanding principal amount.
+Added: As of September 30, 2021, the total estimated fair value of the Convertible Notes was $ 87.5 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.
1 unchanged sentence
The Capped Calls cover, subject to customary adjustments, the number of shares of our common stock initially underlying the Convertible Notes.
−Removed: By entering into the Capped Calls, we expect to reduce the potential dilution to our common stock upon any conversion of Notes (or, in the event a conversion of the Convertible Notes is settled in cash, to reduce our cash payment obligation) in the event that at the time of conversion of the Convertible Notes our common stock price exceeds the conversion price of the Convertible Notes.
+Added: By entering into the Capped Calls, we expect to reduce the potential dilution to our common stock upon any conversion of the Convertible Notes (or, in the event a conversion of the Convertible Notes is settled in cash, to reduce our cash payment obligation) in the event that at the time of conversion of the Convertible Notes our common stock price exceeds the conversion price of the Convertible Notes.
The Capped Calls each have an initial strike price of approximately $ 18.74 per share, subject to certain adjustments, which corresponds to the initial conversion price of the Convertible Notes.
1 unchanged sentence
On April 6, 2021 and April 7, 2021, we entered into side letters with the Option Counterparties that modified the terms of the Capped Calls, thus requiring derivative accounting treatment with changes in fair value reported in earnings.
−Removed: On June 29, 2021, we terminated the side letters with the Option Counterparties by mutual agreement.
−Removed: As of June 30, 2021, the Capped Calls meet the criteria for classification in equity and are included as a reduction to additional paid-in-capital within stockholders’ equity.
−Removed: During the period the Capped Calls were classified as derivatives, we recognized $ 1.0 million as a loss on forward and derivative contracts.
+Added: On June 29, 2021, we terminated the side letters with the Option Counterparties by mutual agreement, which caused the Capped Calls to meet the criteria for classification in equity.
+Added: As of September 30, 2021, the Capped Calls are included as a reduction to additional paid-in-capital within stockholders’ equity.
+Added: During the period in the second quarter in which the Capped Calls were classified as derivatives, we recognized $ 1.0 million as a loss on forward and derivative contracts.
CENTURY ALUMINUM COMPANY
16 unchanged sentences
revolving credit facility reduce our borrowing availability on a dollar-for-dollar basis.
−Removed: At June 30, 2021, there were $ 39.6 million in outstanding borrowings under our U.S.
+Added: At September 30, 2021, there were $ 17.3 million in outstanding borrowings and $ 108.5 million of outstanding letters of credit issued under our U.S.
revolving credit facility.
3 unchanged sentences
revolving credit facility:
−Removed: June 30, 2021
+Added: September 30, 2021
Credit facility maximum amount $ 175.0
5 unchanged sentences
Our wholly-owned subsidiary, Nordural Grundartangi ehf ("Grundartangi"), has entered into a $ 50.0 million revolving credit facility agreement with Landsbankinn hf., dated November 2013, as amended (the "Iceland revolving credit facility").
−Removed: At June 30, 2021, there were no outstanding borrowings under our Iceland revolving credit facility.
+Added: 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.
+Added: At September 30, 2021, there were $ 30.0 million in outstanding borrowings under our Iceland revolving credit facility.
The Iceland revolving credit facility has a term through November 2024.
1 unchanged sentence
Status of our Iceland revolving credit facility:
−Removed: June 30, 2021
+Added: September 30, 2021
Credit facility maximum amount $ 50.0
19 unchanged sentences
The complaint also seeks costs and attorney fees.
−Removed: The matter was stayed by the court in 2008 to allow for the remediation of environmental areas at the site.
−Removed: On June 30, 2016, the U.S.
−Removed: District Court for the District of Delaware ordered the stay lifted and reopened the case.
−Removed: Discovery was completed in the third quarter of 2019.
Trial was bifurcated and moved to September 2021 for Comprehensive Environmental Response, Compensation, and Liability Act ("CERCLA") issues and to a later undetermined date for questions of fact.
−Removed: At this stage, we cannot predict the ultimate outcome of this action or estimate a range of reasonably possible losses related to this matter.
+Added: Prior to trial, the parties reached an agreement to settle the case, full and final, effective October 1, 2021 (the "Vernon Settlement").
+Added: Pursuant to the terms of the Vernon Settlement, Century agreed to pay $ 3.9 million in exchange for full release of all environmental liabilities at the site, a full release of all of our contractual indemnification obligations, and a dismissal of the case with prejudice.
+Added: At September 30, 2021, this amount is included in Accrued and other current liabilities on our Consolidated Balance Sheet, and will be paid during the fourth quarter.
Ravenswood Retiree Medical Benefits
1 unchanged sentence
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.
−Removed: 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 .
+Added: 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, 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 .
−Removed: As of June 30, 2021, $ 2.0 million was recorded in other current liabilities and $ 7.8 million was recorded in other liabilities.
+Added: As of September 30, 2021, $ 2.0 million was recorded in other current liabilities and $ 6.0 million was recorded in other liabilities.
CENTURY ALUMINUM COMPANY
2 unchanged sentences
PBGC Settlement
−Removed: In 2013, we entered into a settlement agreement with the Pension Benefit Guarantee Corporation ("PBGC") regarding an alleged "cessation of operations" at our Ravenswood facility.
−Removed: Pursuant to the terms of the agreement, we agreed to make additional contributions (above any minimum required contributions) to our defined benefit pension plans totaling approximately $ 17.4 million.
−Removed: Under certain circumstances, in periods of lower primary aluminum prices relative to our cost of operations, we are able to defer one or more of these payments, provided that we provide the PBGC with acceptable security for such deferred payments.
−Removed: We did no t make any contributions for the three month periods ended June 30, 2021, and 2020.
−Removed: We have elected to defer certain payments under the PBGC agreement and have provided the PBGC with the appropriate security.
−Removed: The remaining contributions under this agreement are approximately $ 9.6 million.
−Removed: Environmental Contingencies
−Removed: Matters relating to the St.
−Removed: Croix Alumina Refining Facility
−Removed: We are a party to a United States Environmental Protection Agency Administrative Order on Consent (the "Order") pursuant to which certain past and present owners of an alumina refining facility at St.
−Removed: Croix, Virgin Islands (the "St.
−Removed: Croix Alumina Refinery") have agreed to carry out a Hydrocarbon Recovery Plan to remove and manage hydrocarbons floating on groundwater underlying the facility.
−Removed: Pursuant to the Hydrocarbon Recovery Plan, recovered hydrocarbons and groundwater are delivered to the adjacent petroleum refinery where they are received and managed.
−Removed: In October 2020, parties participating in the Hydrocarbon Recovery Plan filed a complaint against Century and Virgin Islands Alumina Corporation, L.L.C.
−Removed: relating to the Hydrocarbon Recovery Plan.
−Removed: This matter was settled by all parties and dismissed by the court in June 2021.
−Removed: We recognized $( 0.6 ) million within Other income (expense) during the three months ended June 30, 2021 related to the settlement.
−Removed: In December 2010, Century was among several defendants named in a lawsuit filed by plaintiffs who either worked, resided or owned property in the area downwind from the St.
−Removed: Croix Alumina Refinery.
−Removed: In March 2011, Century was also named a defendant in a nearly identical suit brought by certain additional plaintiffs.
−Removed: The plaintiffs in both suits allege damages caused by the presence of red mud and other particulates coming from the alumina facility and are seeking unspecified monetary damages, costs and attorney fees as well as certain injunctive relief.
−Removed: We tendered indemnity and defense to St.
−Removed: Croix Alumina LLC and Alcoa Alumina & Chemical LLC under the terms of an acquisition agreement relating to the facility and have filed motions to dismiss plaintiffs’ claims.
−Removed: In August 2015, the Superior Court of the Virgin Islands, Division of St.
−Removed: Croix denied the motions to dismiss but ordered all plaintiffs to refile individual complaints.
−Removed: On February 28, 2018, plaintiffs in both cases filed a Motion for Voluntary Dismissal of Century without prejudice to refiling.
−Removed: The refiling of claims by the plaintiffs is now time barred, and this matter is closed.
+Added: In 2013, we entered into a settlement agreement with the Pension Benefit Guarantee Corporation ("the PBGC") regarding an alleged "cessation of operations" at our Ravenswood f acility (the "PBGC Settlement Agreement").
+Added: 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.
+Added: 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.
+Added: We did no t make any contributions for the three or nine month periods ended September 30, 2021, and 2020.
+Added: We historically elected to defer certain payments under the PBGC Settlement Agreement and provided the PBGC with the appropri ate security.
+Added: On October 1, 2021, we amended the 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.
Power Commitments and Contingencies
9 unchanged sentences
Each of these agreements provides for automatic extension on a year-to-year basis unless a one year notice is given.
−Removed: CENTURY ALUMINUM COMPANY
−Removed: Condensed Notes to the Consolidated Financial Statements (continued)
−Removed: (amounts in millions, except share and per share amounts)
−Removed: CASC has a power supply agreement with Santee Cooper that has an effective term beginning April 1, 2021 and runs through December 2023.
+Added: Century Aluminum of South Carolina, Inc.
+Added: has a power supply agreement with Santee Cooper that has an effective term beginning April 1, 2021 and runs through December 2023.
Under this power supply agreement, 100 % of Mt.
2 unchanged sentences
Holly to increase its production to 75 % of full production capacity.
+Added: CENTURY ALUMINUM COMPANY
+Added: Condensed Notes to the Consolidated Financial Statements (continued)
+Added: (amounts in millions, except share and per share amounts)
Grundartangi has power purchase agreements for approximately 545 MW with HS Orka hf ("HS"), Landsvirkjun and Orkuveita Reykjavikur ("OR") to provide power to its Grundartangi smelter.
1 unchanged sentence
The power purchase agreements with HS and OR provide power at LME-based variable rates for the duration of these agreements.
−Removed: Grundartangi recently reached an agreement with Landsvirkjun for an extension of its existing 161 MW power contract that would have expired in December 2023.
−Removed: Under the terms of the extension, Landsvirkjun will continue to supply power to Grundartangi from January 1, 2024 through December 31, 2026 and will increase the existing contract from 161 MW to 182 MW over time to provide the necessary flexibility to support the most recent capacity creep requirements and future growth opportunities for value-added products at the Grundartangi plant.
+Added: In July 2021, Grundartangi reached an agreement with Landsvirkjun for an extension of its existing 161 MW power contract that would have expired in December 2023.
+Added: Under the terms of the extension, Landsvirkjun will continue to supply power to Grundartangi from January 1, 2024 through December 31, 2026 and will increase the existing contract from 161 MW to 182 MW over time to provide the necessary flexibility to support the most recent capacity creep requirements and future growth opportunities for value-added products at the Grundartangi plant, including the Grundartangi casthouse project discussed in Note 14.
+Added: Subsequent Events .
Under the terms of this extension, the majority of power supplied by Landsvirkjun will be priced at rates linked to the Nord Pool power market through December 2023 and a small portion of power at a fixed price.
8 unchanged sentences
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.
−Removed: The current labor agreement expired on December 1, 2020 and since such time we have been operating under the terms of the expired agreement while we engage in negotiations regarding the terms of a new labor agreement.
+Added: The current labor agreement is effective through November 30, 2022.
Approximately 55 % of our U.S.
8 unchanged sentences
Components of AOCL:
−Removed: June 30, 2021
+Added: September 30, 2021
December 31, 2020
8 unchanged sentences
(1) The allocation of the income tax effect to the components of other comprehensive loss is as follows:
−Removed: June 30, 2021
+Added: September 30, 2021
December 31, 2020
6 unchanged sentences
Defined benefit plan and other postretirement liabilities Unrealized gain (loss) on financial instruments Total, net of tax
−Removed: Balance, April 1, 2021 $ ( 119.3 ) $ 1.8 $ ( 117.5 )
+Added: Balance, July 1, 2021 $ ( 118.1 ) $ 1.7 $ ( 116.4 )
Net amount reclassified to net income (loss) 1.2 0.0 1.2
−Removed: Balance, June 30, 2021
+Added: Balance, September 30, 2021
$ ( 116.9 ) $ 1.7 $ ( 115.2 )
−Removed: Balance, April 1, 2020 $ ( 110.3 ) $ 1.9 $ ( 108.4 )
+Added: Balance, July 1, 2020 $ ( 109.5 ) $ 1.9 $ ( 107.6 )
Net amount reclassified to net income 1.2 $ ( 0.1 ) 1.1
−Removed: Balance, June 30, 2020
+Added: Balance, September 30, 2020
$ ( 108.3 ) $ 1.8 $ ( 106.5 )
1 unchanged sentence
Net amount reclassified to net loss 3.7 ( 0.1 ) 3.6
−Removed: Balance, June 30, 2021
+Added: Balance, September 30, 2021
$ ( 116.9 ) $ 1.7 $ ( 115.2 )
2 unchanged sentences
Net amount reclassified to net income (loss) 3.4 ( 0.1 ) 3.3
−Removed: Balance, June 30, 2020
+Added: Balance, September 30, 2020
$ ( 108.3 ) $ 1.8 $ ( 106.5 )
Reclassifications out of AOCL were included in the consolidated statements of operations as follows:
−Removed: Three months ended June 30,
−Removed: Six months ended June 30,
+Added: Three months ended September 30,
+Added: Nine months ended September 30,
AOCL Components Location 2021
12 unchanged sentences
Pension Benefits
−Removed: Three months ended June 30,
−Removed: Six months ended June 30,
+Added: Three months ended September 30,
+Added: Nine months ended September 30,
Service cost $ 1.2 $ 1.3 $ 3.5 $ 3.7
4 unchanged sentences
Net periodic benefit cost $ ( 0.5 ) $ 0.6 $ ( 1.4 ) $ 1.6
−Removed: Other Postretirement Benefits ("OPEB")
−Removed: Three months ended June 30,
−Removed: Six months ended June 30,
+Added: Other Postretirement Benefits
+Added: Three months ended September 30,
+Added: Nine months ended September 30,
Service cost $ 0.1 $ 0.0 $ 0.2 $ 0.2
3 unchanged sentences
Net periodic benefit cost $ 0.5 $ 0.5 $ 1.3 $ 1.7
−Removed: As of June 30, 2021, we had an open position of 164,666 tonnes related to LME forward financial sales contracts to fix the forward LME aluminum price.
+Added: As of September 30, 2021, we had an open position of 143,791 tonnes related to LME forward financial sales contracts to fix the forward LME aluminum price.
These contracts are expected to settle monthly through December 2024.
We also had an open position of 298,500 tonnes related to MWP forward financial sales contracts to fix the forward MWP price.
−Removed: These contracts are expected to settle through December 2022.
+Added: These contracts are expected to settle monthly through December 2022.
We have also entered into financial contracts with various counterparties to offset fixed price sales arrangements with certain of our customers ("fixed for floating swaps") to remain exposed to the LME and MWP aluminum prices.
−Removed: As of June 30, 2021, we had 13,957 tonnes related to fixed for floating swaps that will settle at various dates through June 2022.
+Added: As of September 30, 2021, we had 8,924 tonnes related to fixed for floating swaps that will settle monthly through June 2022.
We have entered into financial contracts to hedge a portion of Grundartangi's exposure to the Nord Pool power market (“Nord Pool power price swaps”).
−Removed: As of June 30, 2021, we had an open position of 2,058,993 MWh related to the Nord Pool power price swaps.
+Added: As of September 30, 2021, we had an open position of 1,774,161 MWh related to the Nord Pool power price swaps.
The Nord Pool power price swaps are expected to settle monthly through December 2023.
Because the Nord Pool power price swaps are settled in Euros, we have entered into financial contracts to hedge the risk of fluctuations associated with the Euro ("FX swaps").
−Removed: As of June 30, 2021, we had an open position related to the FX swaps of € 49.4 million that will settle monthly through December 2023.
+Added: As of September 30, 2021, we had an open position related to the FX swaps of € 42.6 million that will settle monthly through December 2023.
We have entered into financial contracts to fix a portion of our exposure to the Indiana Hub power market at our Kentucky plants ("Indiana Hub power price swaps").
−Removed: As of June 30, 2021, we had an open position of 263,520 MWh.
+Added: As of September 30, 2021, we had an open position of 394,560 MWh.
The Indiana Hub power price swaps are expected to settle monthly through December 2023.
−Removed: The following table sets forth the Company's derivative assets and liabilities that were accounted for at fair value and not designated as cash flow hedges as of June 30, 2021 and December 31, 2020, respectively:
+Added: The following table sets forth the Company's derivative assets and liabilities that were accounted for at fair value and not designated as cash flow hedges as of September 30, 2021 and December 31, 2020, respectively:
CENTURY ALUMINUM COMPANY
2 unchanged sentences
Asset Fair Value
−Removed: June 30, 2021
+Added: September 30, 2021
December 31, 2020
4 unchanged sentences
Liability Fair Value
−Removed: June 30, 2021
+Added: September 30, 2021
December 31, 2020
4 unchanged sentences
(1) Commodity contracts reflect our outstanding LME forward financial sales contracts, MWP forward financial sales contracts, fixed for floating swaps, Nord Pool power price swaps, and Indiana Hub power price swaps.
−Removed: At June 30, 2021, $ 31.7 million of Due to affiliates and $ 14.9 million of Due to affiliates - less current portion was related to commodity contract liabilities with Glencore.
+Added: At September 30, 2021, $ 33.6 million of Due to affiliates and $ 22.4 million of Due to affiliates - less current portion was related to commodity contract liabilities with Glencore.
At December 31, 2020, $ 1.2 million of Due from affiliates, $ 1.7 million of Due from affiliates - less current portion, $ 11.3 million of Due to affiliates, and $ 0.1 million of Due to affiliates - less current portion was related to commodity contract assets and liabilities with Glencore.
1 unchanged sentence
The following table summarizes the net (loss) gain on forward and derivative contracts:
−Removed: Three months ended June 30,
−Removed: Six months ended June 30,
+Added: Three months ended September 30,
+Added: Nine months ended September 30,
Commodity contracts (1)
2 unchanged sentences
Total $ ( 77.0 ) $ ( 9.4 ) $ ( 238.4 ) $ ( 1.9 )
−Removed: (1) For the three months ended June 30, 2021 and 2020, $( 28.7 ) million and $( 7.9 ) million of the net (loss), respectively, was with Glencore.
−Removed: For the six months ended June 30, 2021 and 2020, $( 53.5 ) million and $ 4.7 million of the net (loss) gain, respectively, was with Glencore.
+Added: (1) For the three months ended September 30, 2021 and 2020, $( 26.3 ) million and $( 4.6 ) million of the net (loss), respectively, was with Glencore.
+Added: For the nine months ended September 30, 2021 and 2020, $( 79.8 ) million and $ 0.1 million of the net (loss) gain, respectively, was with Glencore.
+Added: Subsequent Events
+Added: PBGC Settlement Amendment
+Added: On October 1, 2021, we amended the 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.
+Added: Commitments and Contingencies .
+Added: Helguvik Bankruptcy Filing
+Added: On October 20, 2021, Nordural Helguvik ehf ("Helguvik"), a wholly owned subsidiary and owner of the former Helguvik project site which has been curtailed since 2008, filed for bankruptcy and on October 28, 2021, a district court in Iceland issued a verdict declaring bankruptcy of Helguvik.
+Added: We believe the bankruptcy filing will not have a material impact on the consolidated financial statements.
+Added: CENTURY ALUMINUM COMPANY
+Added: Condensed Notes to the Consolidated Financial Statements (continued)
+Added: (amounts in millions, except share and per share amounts)
+Added: Grundartangi Casthouse
+Added: On November 3, 2021, Century announced plans for construction of a new billet casthouse at Grundartangi (the “Grundartangi casthouse project”).
+Added: The new value-added casthouse will have a capacity of 150,000 tonnes of billet production and is expected to start production in the first quarter of 2024.
+Added: The expansion project will also increase Grundartangi’s annual capacity to produce primary foundry alloys from its current 60,000 tonnes of capacity to 120,000 tonnes of capacity.
+Added: This incremental billet and primary foundry alloy capacity displaces standard-grade ingot production, raising expected product premiums for Grundartangi products.
+Added: The billet produced at the Grundartangi casthouse is expected to be low-carbon aluminum or Natur-Al TM .
+Added: The Grundartangi casthouse project will be fully funded with 100 % green financing through the Casthouse Facility (as defined below).
+Added: On November 2, 2021, Grundartangi entered into an eight-year Term Facility Agreement with Arion Bank hf, to provide for borrowings up to $ 130 million in connection with the casthouse project at Grundartangi (the “Casthouse Facility”).
+Added: Under the Casthouse Facility, repayments of principal amounts will be made in equal quarterly installments, the first payment occurring 30 months after the first drawdown by Grundartangi.
+Added: The interest rate shall be the sum of the interest rate equal to USD LIBOR 3 month as published at any given time by the Intercontinental Exchange (and if the rate is less than zero , this amount shall be deemed to be zero ) plus the applicable margin as set forth in the agreement.
+Added: Grundartangi shall pay an arrangement fee equal to 0.78 % of the total facility amount regardless of whether there are amounts outstanding under the Casthouse Facility and shall pay a commitment fee of 0.38 % per annum on undrawn commitments, payable quarterly at the same time as interest payments are due and payable.
+Added: This Casthouse Facility 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.
+Added: At the time of filing this quarterly report, there are no outstanding borrowings under this Casthouse Facility.
FORWARD-LOOKING STATEMENTS
4 unchanged sentences
• Our assessment of global and local financial and economic conditions;
−Removed: • Our assessment of the aluminum market and aluminum prices (including premiums);
−Removed: • Our assessment of alumina pricing and costs associated with our other key raw materials, including power;
−Removed: • The impact of the COVID-19 pandemic and governmental guidance and regulations aimed at addressing the pandemic, including any possible impact on our business, operations, financial condition, results of operation, global supply chains or workforce;
+Added: • Our assessment of the alum inum market and aluminum prices (including premiums);
+Added: • Our assessment of alumina pricing, costs associated with our other key raw materials, including power, and supply and availability of key raw materials;
+Added: • The impact of the COVID-19 pandemic and governmental guidance and regulations aimed at addressing the pandemic, including any possible impact on our b usiness, operations, financial condition, results of operation, global supply chains or workforce;
• The future financial and operating performance of the Company and its subsidiaries;
5 unchanged sentences
• Our plans with regards to future operations of our Hawesville smelter, including our expectations as to the restart of curtailed production at Hawesville and bringing the smelter back to full production and expectations as to the timing, costs and benefits associated with this restart project;
−Removed: • Our ability to successfully obtain long-term competitive power arrangements for our operations;
+Added: • Our plans and expectations with regards to the Grundartangi casthouse project, including our expectations as to the start of production at the Grundartangi casthouse and the timing, costs and benefits associated with the Grundartangi casthouse project;
+Added: • Our ability to successfully obtain competitive power arrangements for our operations;
• The impact of Section 232 relief, including tariffs or other trade remedies, the extent to which any such remedies may be changed, including through exclusions or exemptions, and the duration of any trade remedy;
5 unchanged sentences
• Our ability to recover losses from our insurance;
−Removed: • Estimates of our pension and other postretirement liabilities, legal and environmental liabilities and other contingent liabilities;
+Added: • Our assessment and estimates of our pension and other postretirement liabilities, legal and environmental liabilities and other contingent liabilities;
• Our assessment of any future tax audits or insurance claims and their respective outcomes;
−Removed: • Negotiations with labor unions;
+Added: • Negotiations with labor unions or future representation by a union of our employees;
• Our assessment of any information technology-related risks, including the risk from cyberattack or data security breaches;
2 unchanged sentences
However, our forward-looking statements are based on current expectations and assumptions that are subject to risks and uncertainties which may cause actual results to differ materially from future results expressed, projected or implied by those forward-looking statements.
−Removed: Important factors that could cause actual results and events to differ from those described in such forward-looking statements can be found in the risk factors and forward-looking statements cautionary language contained in our Annual Report on Form 10-K, quarterly reports on Form 10-Q and in other filings made with the SEC.
+Added: Important factors that could cause actual results and events to differ from those described in such forward-looking statements can be found in the risk factors and forward-looking statements cautionary language contained in our Annual Report on Form 10-K, quarterly reports on Form 10-Q and in other
+Added: filings made with the SEC.
Although we have attempted to identify those material factors that could cause actual results or events to differ from those described in such forward-looking statements, there may be other factors that could cause actual results or events to differ from those anticipated, estimated or intended.
3 unchanged sentences
Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.