What changed in this filing

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Item 1. Business

2022-02-25 compared with 2021-03-04 · 90 added, 78 removed, 200 unchanged (46% of the section changed)

Century Aluminum Company is a global producer of primary aluminum and operates aluminum reduction facilities, or "smelters," in the United States and Iceland.

Aluminum is an internationally traded commodity, and its price is effectively determined on the London Metal Exchange (the "LME"), plus applicable regional and product premiums.

Aluminum is an internationally traded commodity, and its price is effectively determined on the London Metal Exchange (the "LME"), plus applicable regional and value-added product premiums.

Our primary aluminum reduction facilities produce standard-grade and value-added primary aluminum products.

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Each of our aluminum smelters in the United States produces anodes at on-site facilities.

At Century, we strive to provide innovative and reliable aluminum products to our customers, best-in-class returns for our stakeholders and a safe and environmentally sustainable workplace for our people and the communities in which we operate.

We seek to responsibly operate our businesses to maintain a strong balance sheet through commodity cycles, while investing to lower our cost structure, expand our production and increase our competitiveness.

Century has invested significant capital in recent years to increase our production and grow our product portfolio to include more value-added aluminum products to better serve our customers in the U.S.

We believe that our focus on lowering costs and decommoditizing our product line will enable us to deliver profitable long-term growth and to differentiate ourselves from overseas competitors with longer supply lines into the markets in which we serve.

Century conducts our business with a focus on sustainability, as well as the health and safety, and socioeconomics of our people and the communities in which we operate.

Through our Natur-Al TM product line, we are able to provide our customers and communities with low-carbon aluminum products that enable the broader energy transition movement.

We operate our business through one reportable segment, primary aluminum.

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Century Aluminum Company is a Delaware corporation with our principal executive offices located at One South Wacker Drive, Suite 1000, Chicago, Illinois 60606.

Strategic Objective

Our strategic objective is to serve our various constituencies (which, importantly, includes the creation of long-term value for our stockholders) by:

(a) optimizing our safety and environmental performance;

(b) improving the competitiveness of our existing assets by managing costs and improving productivity and efficiency;

and (d) expanding our primary aluminum business by improving and investing in the facilities we currently own as well as constructing, investing in or acquiring additional production capacity.

Primary Aluminum Facilities

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Grundartangi produces standard-grade aluminum ingot and a primary foundry alloy product, which is a value-added product that is sold at a premium to standard-grade aluminum.

In addition, in late 2021 Century began construction of a new billet casthouse at Grundartangi (the “Casthouse Project”).

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.

The Casthouse 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.

This incremental billet and primary foundry alloy capacity displaces standard-grade ingot production, raising expected total value-added product premiums for Grundartangi products.

The billet produced at the Grundartangi casthouse is expected to be low-carbon aluminum or Natur-Al TM .

Hawesville, located adjacent to the Ohio River near Hawesville, Kentucky, is a primary aluminum reduction facility owned and operated by our wholly-owned subsidiary, Century Kentucky, Inc.

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Approximately 60% of Hawesville's capacity was curtailed in the fourth quarter of 2015 as a result of significant declines in the LME price for aluminum.

We are currently in the process of a multi-year project at Hawesville to restart this previously curtailed capacity, rebuild the two potlines that we continued to operate past their expected life cycle, and implement new technology across all production.

In early 2019, we completed the first phase of this project, which involved restarting production on the three potlines that had been curtailed since 2015.

The second phase of the project involves rebuilding the two potlines that had continued to operate past their expected life cycle and the implementation of certain new technology across all production.

These two potlines were taken out of production in February and September 2019, respectively.

The rebuild of the first of these potlines was completed in the second quarter of 2020.

With the restart of this potline, the Hawesville smelter is currently operating at approximately 80% production capacity.

The rebuild of the fifth and final potline and the completion of the technology upgrades are expected to be completed over the next several years subject to market conditions.

We are currently in the process of a multi-year project that began in 2018 to restart Hawesville's previously curtailed capacity and return the plant to a production level of approximately 200,000 MT per annum (80% of capacity).

Our Hawesville facility experienced several equipment issues in late December 2020 that partially reduced the plant’s production level;

however, the process of returning to our planned operating level of 80% of capacity at Hawesville began in the second quarter of 2021 and is now complete.

The rebuild of the fifth and final potline is expected to be completed over the next several years subject to market conditions.

Hawesville produces standard-grade and high purity aluminum that can be cast into sow or delivered directly to nearby customers as molten metal.

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Holly has an annual production capacity of approximately 229,000 tonnes of primary aluminum.

Holly facility is currently operating at approximately 50% of its production capacity while CASC finalizes a new, three-year power agreement with South Carolina Public Service Authority (also known as Santee Cooper), which is expected to be effective April 1, 2021.

The new contract with Santee Cooper is expected to provide sufficient energy to allow the smelter to increase its production to 75% of Mt.

Holly's full production capacity.

In December 2020, we began a multi-year project to restore previously curtailed capacity at Mt.

The initial phase, which will return Mt.

Holly to approximately 170,000 MT per annum (75% of capacity), is progressing and is expected to be completed in the second quarter of 2022, subject to market conditions.

See "Key Production Costs — Electrical Power Supply Agreements" below for further discussion of our power arrangements at Mt.

Holly produces standard-grade aluminum that is cast into tee bars as well as several value-added products, including billet and foundry products.

Holly produces standard-grade aluminum that is cast into sow as well as several value-added products, including billet and foundry products.

These value-added primary aluminum products are sold at a premium to standard-grade aluminum.

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The following table shows our primary aluminum shipment volumes since 2017.

Carbon Products Facilities

In addition to our primary aluminum assets, we own a carbon anode production facility located in Vlissingen, the Netherlands, which is owned and operated by our wholly-owned subsidiary, Century Aluminum Vlissingen B.V.

Carbon Anode Production Facility

In addition to our primary aluminum assets, we own a carbon anode production facility located in Vlissingen, Netherlands, which is owned and operated by our wholly-owned subsidiary, Century Aluminum Vlissingen B.V.

Vlissingen has an annual carbon anode production capacity of approximately 163,000 tonnes.

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Pricing for primary aluminum products is typically comprised of three components:

(i) the base commodity price which is based on quoted prices on the LME, plus (ii) any regional premium (e.g., the Midwest premium for metal sold in the United States and the European Duty Paid premium for metal sold into Europe) plus (iii) any product premium.

Our operating results are highly sensitive to changes in the LME price of primary aluminum and the amount of regional premiums and product

(i) the base commodity price, which is based on quoted prices on the LME, plus (ii) any regional premium (e.g., the Midwest premium for metal sold in the United States and the European Duty Paid premium for metal sold into Europe) plus (iii) any value-added product premium.

Our operating results are highly sensitive to changes in the LME price of primary aluminum and the amount of regional premiums and value-added product premiums.

As a result, from time to time, we assess the appropriateness of mitigating the effects of fluctuations in the aluminum price through the use of fixed-price commitments, LME-linked supply contracts and other financial instruments.

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Glencore beneficially owns 42.9% of our outstanding common stock (46.4% on a fully diluted basis).

Related Party Transactions to the consolidated financial statements included herein for additional information concerning our relationship with Glencore.

Key Production Costs

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These components together represented over 75% of our cost of goods sold for the year ended December 31, 2021.

For a description of certain risks related to our raw materials, supplies, power and labor, see Item 1A.

For a description of certain risks related to our raw materials, electrical power, labor and other key supplies, see Item 1A.

Risk Factors in this Annual Report on Form 10-K.

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Through December 2021

Variable Through December 2023 LME-linked

Glencore Approximately 140,000 tpy Through June 30, 2022 Fixed and API-linked components

(1) Under the terms of this agreement, Glencore provides alumina supply for all of Century's requirements net of other contractual commitments.

(2) Under the terms of this agreement, Glencore will provide alumina supply for all of Mt.

Holly's requirements for the calendar years 2022-2023.

(3) "API" refers to a published alumina price index.

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The table below summarizes our long-term power supply agreements:

Grundartangi Landsvirkjun Through 2023 - 2036 Variable rate linked to (i) the LME price for primary aluminum or (ii) the Nord Pool power market

Grundartangi Landsvirkjun Through 2026 - 2036 Fixed price and variable rate linked to (i) the LME price for primary aluminum or (ii) the Nord Pool power market

Orkuveita Reykjavíkur ("OR")

HS Orka hf ("HS")

Hawesville Kenergy Corporation ("Kenergy") Through December 31, 2023 Variable rate based on market prices

Sebree Kenergy Through December 31, 2023 Variable rate based on market prices

Holly South Carolina Public Service Authority ("Santee Cooper") Through March 31, 2021 Variable rate based in part on a cost of service charge and in part on natural gas prices

Helguvik OR Approximately 25 years from the dates of each phase of power delivery Variable rate based on the LME price for primary aluminum

Hawesville Kenergy Corporation ("Kenergy") Through December 31, 2023 (1)

Variable rate based on market prices

Sebree Kenergy Through December 31, 2023 (1)

Variable rate based on market prices

Holly Santee Cooper Through December 31, 2023 Cost of service based rate

(1) Under the terms of this agreement, the contract is automatically extended year-to-year unless either party gives notice at least one year before the end date.

Electrical power represents one of the largest components of our cost of goods sold.

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Grundartangi .

Power is currently supplied to Grundartangi from hydroelectric and geothermal sources under long-term power purchase agreements with HS, Landsvirkjun and OR.

Power is currently supplied to Grundartangi from hydroelectric and geothermal sources under long-term power purchase agreements with three separate power suppliers - HS, Landsvirkjun and OR.

These power purchase agreements expire on various dates from 2026 through 2036 (subject to extension).

In July 2021, Grundartangi reached an agreement with Landsvirkjun for an extension of its existing 161 MW power contract 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 Casthouse Project.

Historically, all of the power supplied to Grundartangi has been delivered at prices indexed to the price of primary aluminum.

Since November 2019, the price of approximately 30% of Grundartangi’s power requirements has been linked to the market price for power in the Nord Pool power market, the trading market for power in the Nordic countries and certain other areas of Europe.

As of December 31, 2020, we had entered into financial contracts to fix the forward price of approximately 80% and 50% of Grundartangi's Nord Pool based power requirements for the years ending December 31, 2021 and December 31, 2022, respectively.

We may enter into further similar financial contracts in the future.

Grundartangi's power purchase agreements expire on various dates from 2023 through 2036 (subject to extension).

As of December 31, 2021, we had entered into financial contracts to fix the forward price of approximately 60% and 55% of Grundartangi's Nord Pool based power requirements for the years ending December 31, 2022

and December 31, 2023, respectively.

We continue to monitor power prices and may enter into further similar financial contracts in the future.

Each power purchase agreement contains take-or-pay obligations with respect to a significant percentage of the total committed and available power under such agreement.

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Both of these agreements extend automatically year to year thereafter unless a one year notice of termination is given by either party.

CASC is currently party to both a power agreement with a third-party supplier (providing 75% of Mt.

Holly's power) and Santee Cooper (providing 25% of Mt.

Holly's power) to supply the Mt.

Holly smelter with all its power needs.

Both of these power agreements were set to expire on December 31, 2020 but were extended through March 31, 2021 as we finalize a new, three-year power arrangement with Santee Cooper that is expected to be effective April 1, 2021.

It is expected under the new power contract with Santee Cooper, 100% of Mt.

Holly's electrical power requirements will be supplied from

Santee Cooper's generation at cost of service based rates.

The new contract with Santee Cooper is expected to provide sufficient energy to allow the smelter to increase its production to 75% of Mt.

CASC is party to an agreement with Santee Cooper for power to the Mt.

Holly smelter.

Under this contract, 100% of Mt.

Holly's electrical power requirements are supplied from Santee Cooper's generation at cost of service based rates.

This power agreement provides sufficient energy to allow the smelter to implement a restart project to increase its production to 75% of Mt.

Holly's full production capacity.

If we are unable to finalize this proposed new power contract with Santee Cooper and obtain all necessary government approvals, we may choose, or be forced, to further curtail operations at the plant.

Risk Factors .

Nordural Helguvik is party to a power agreement with OR for a portion of Helguvik’s expected power requirements to the Helguvik project.

The agreement would provide power at LME-based variable rates and contain take-or-pay obligations with respect to a significant percentage of the total committed and available power under such agreement.

The first stage of power under the OR power purchase agreement (approximately 47.5 megawatts ("MW")) became available in the fourth quarter of 2011 and is currently being utilized at Grundartangi.

The agreement contains certain conditions to OR’s obligations with respect to the remaining phases and OR has alleged that certain of these conditions have not been satisfied.

The agreement with Santee Cooper has a term through December 31, 2023.

Commitments and Contingencies to the consolidated financial statements included herein for additional information concerning our power arrangements.

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Nothing is more important than the health and safety of our employees and the members of the communities in which we do business.

We continuously assess the risks our employees face at our operations and we work to mitigate those risks through frequent training and other preventative safety and health programs.

We continuously assess the risks our employees face at our facilities and we work to mitigate those risks through frequent training and other preventative safety and health programs and on the job training.

We strive for zero injuries and accidents, to foster systems and processes aimed to continuously improve our health and safety performance and to integrate risk management relating to health and safety into all aspects of our operations.

We emphasize the importance of safety goals by including safety performance as one of the metrics for determining payouts under our annual incentive awards to our executives.

The safety focus of the Company is evident in our approach to the COVID-19 pandemic.

During this time, we have taken, and continue to take, measures to protect the health and safety of our employees during the pandemic, including requirements regarding wearing masks, social distancing, cleaning sanitation procedures, and temperature checks.

The safety focus of the Company is evident in our approach to the COVID-19 pandemic over recent years.

We have also developed and implemented protocols across our operations to address actual and suspected COVID-19 cases and potential exposure of our employees.

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As part of our Century Well-being program, and in an effort to encourage employees to participate, Century provides financial incentives to its employees who choose to participate.

We also have recently taken steps to strengthen our Century Well-being program and to build a program that is specifically designed for Century employees and the unique health issues they may encounter.

At the end of 2020 and beginning of 2021, we have begun efforts to roll out new health benefits at no cost to our employees centered around diabetes management, mental health and substance abuse and counseling, and musculoskeletal conditions.

Our Century Well-being program is specifically designed for Century employees and the unique health issues they may encounter and includes health benefits at no cost to our employees centered around diabetes management, mental health and substance abuse and counseling, and musculoskeletal conditions.

Diversity and Inclusion.

The Company is committed to promoting equal employment opportunity in all of our operations.

It is the Company’s policy, specifically noted in the Company’s Code of Ethics, that we do not tolerate discrimination in any form on the basis of race, color, religion, sex, sexual orientation, age, national origin, disability, veteran status or genetic information as defined in the Genetic Information Nondiscrimination Act of 2008, whether or not such discrimination violates law, and to comply fully with all laws prohibiting discrimination and promoting opportunity and advancement in employment.

The Company is committed to promoting equal employment opportunity in all of our operations and providing a safe and respectful workplace that reflects the diversity of the communities in which we operate.

It is the Company’s policy, specifically noted in the Company’s Code of Ethics, that we do not tolerate discrimination in any form on the basis of race, color, religion, sex, sexual orientation, age, national origin, disability, or genetic information as defined in the Genetic Information Nondiscrimination Act of 2008, whether or not such discrimination violates law, and to comply fully with all laws prohibiting discrimination and promoting opportunity and advancement in employment.

This policy extends to all aspects of employment opportunity including recruitment, hiring, compensation, benefits, promotion, transfer, layoff, recall, reduction in force, termination, retirement, placement, training and all other privileges, terms and conditions of employment.

Talent Development.

Recently, we have made significant progress in enhancing our internal performance management and talent management systems in an effort to continue to recognize and promote outstanding employees.

We have worked to streamline the process for our employees and ensure that we provide employees with the opportunity to provide input as part of the review process.

We continue to make progress in enhancing our internal performance management and talent management systems in an effort to continue to recognize and promote outstanding employees.

We have worked to streamline the process for our employees and ensure they have the opportunity to provide input as part of the review process.

We attend recruiting events at local colleges and institutes in our communities and offer educational opportunities to our employees to help them develop additional skills and knowledge and continue the process of developing leaders within Century's ranks.

Labor Agreements

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Vlissingen Federation for the Metal and Electrical Industry (“FME”)

Through December 1, 2020

Through November 30, 2022

Approximately 86% of Grundartangi’s workforce is represented by five labor unions, governed by a labor agreement that establishes wages and work rules for covered employees.

The current agreement is effective through December 31, 2024.

100% of Vlissingen’s workforce is represented by FME as Vlissingen is a member of the FME, a Netherlands' employers' organization for companies in the metal, electronics, electrical engineering and plastic sectors.

100% of Vlissingen's work force is represented by the 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 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.

The current labor agreement is effective through November 30, 2022.

Approximately 55% of our U.S.

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CAKY's Hawesville employees represented by the USW are under a collective bargaining agreement that expires on April 1, 2026.

Century Sebree's employees represented by USW are under a collective bargaining agreement that expires on October 28, 2023.

Century Sebree's employees represented by the USW are under a collective bargaining agreement that expires on October 28, 2023.

The market for primary aluminum is global, and demand for aluminum varies widely from region to region.

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Our competitive position depends, in part, on the availability of electricity, alumina and our other key raw materials to our operations at competitive prices.

We face global competition from companies who may have access to these key production costs at lower prices.

We face global competition from companies who may have access to these key production costs at lower prices, and they may also receive various subsidies from local, state and federal governments.

Many of our competitors are also larger than we are and have vertically integrated operations with superior cost positions.

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Over the past several years, we have undertaken various expansion programs at all of our operating facilities and continue to pursue additional internal growth opportunities.

We are currently in the process of a multi-year project at Hawesville to restart previously curtailed capacity, rebuild two potlines that we had continued to operate past their expected life cycle, and implement new technology across all production.

Through December 31, 2020, we have rebuilt or restarted 200,000 tonnes of production (Hawesville's current production capacity) and can restart another 50,000 tonnes of production capacity in the future.

We are currently in the process of a multi-year project at Hawesville to restart previously curtailed capacity.

Through December 31, 2021, we have rebuilt or restarted 200,000 tonnes of production (Hawesville's current production capacity) and can restart another 50,000 tonnes of production capacity in the future subject to market conditions.

At Sebree, in 2019, we expanded the smelter’s overall output by adding 20,000 tonnes of additional secondary (scrap reprocessing) capacity.

Holly, the new power

contract with Santee Cooper is expected to provide sufficient energy to allow the smelter to increase its production to 75% of Mt.

Holly's full production capacity.

At our Grundartangi, Iceland smelter, we are in the process of a multi-year project that has brought Grundartangi's annual primary aluminum production capacity to current capacity of approximately 317,000 tonnes of primary aluminum and is expected to ultimately increase annual production capacity to approximately 325,000 tonnes.

At Vlissingen, we have completed a variety of expansion projects and efficiency programs in order to more than double the plant's production capacity.

Holly, a restart project is underway to increase its production to 75% of Mt.

Holly's full production capacity which we expect to be completed in the second half of 2022, plus an additional 57,000 tonnes of production in the future provided we are able to obtain sufficient energy at competitive rates.

At our Grundartangi, Iceland smelter, we are in the process of a multi-year project that is expected to ultimately increase annual production capacity to approximately 325,000 tonnes.

In late 2021, Century began construction on the Casthouse Project.

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.

The billet produced at the Grundartangi casthouse is expected to be low-carbon aluminum or Natur-Al TM .

At Vlissingen, since our purchase of this facility, we have completed a variety of expansion projects and efficiency programs in order to more than double the plant's production capacity.

With these expansion projects and efficiency programs in place, we expect Vlissingen to be able to supply approximately 93% to 98% of Grundartangi’s carbon anode requirements at current production levels.

We continue to pursue additional internal growth opportunities to maximize efficiencies and improve overall performance.

Sustainability.

Our Natur-Al™ aluminum produced at our Grundartangi, Iceland smelter has one of the lowest carbon footprints in the industry due to Grundartangi’s access to clean hydroelectric and geothermal power sources and the operating expertise of our excellent workforce.

Century Aluminum Company and our Grundartangi smelter have also been certified against the Aluminium Stewardship Initiative (ASI) Performance Standard for responsible production, sourcing and stewardship of aluminum.

In addition to providing additional value to our customers, our low carbon footprint in Iceland mitigates our exposure to current or future carbon regulations.

Century is also committed to exploring additional opportunities to reprocess and reuse scrap aluminum in its operations going forward and to reduce our carbon footprint across our operations.

Duty Free Access to our Major Customer Markets.

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and Icelandic businesses currently access these respective markets duty-free which provides us with an advantage over our competitors who sell into these markets under these tariff regimes.

Close Proximity to our Major Customers.

Close Proximity to our Major Customers in the Two Shortest Aluminum Markets in the World.

are the second and third largest aluminum consuming regions in the world, but do not produce enough aluminum domestically to satisfy their own demand.

Our production locations within these markets provide us with a significant competitive advantage over our foreign competitors by providing our customers with short, reliable supply chains, better technical service and opportunities for value added collaboration.

facilities benefit from the proximity to our U.S.

customer base, allowing us to capture the Midwest premium and providing a competitive advantage in freight costs over our competitors.

customer base, allowing us to capture the Midwest premium and providing a competitive advantage in freight costs over our foreign competitors.

The proximity to our customers also allows us to deliver a portion of our Kentucky production in molten form, saving casting costs, and providing a competitive advantage over other potential suppliers.

In Iceland, our proximity to European markets provides a competitive advantage for Grundartangi, allowing us to capture the European Duty Paid Premium and other logistical benefits compared to our competitors outside the EEA.

Access to Market Power.

Our Kentucky operations benefit from market-based power contracts that provide electricity to these operations at competitive prices.

Approximately 70% of the power requirements for our Grundartangi plant is indexed to the price of primary aluminum, which reduces our exposure to power price fluctuations and provides a natural hedge against movements in the aluminum price.

Diverse Value Added Product and Secondary Market Portfolio.

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Holly have value-added casthouses that have the ability to produce large volumes of billet, slab and other value-added products.

Sustainability.

Our Grundartangi smelter has also been certified against the Aluminium Stewardship Initiative (ASI) Performance Standard for responsible production, sourcing and stewardship of aluminum.

In addition to providing additional value to our customers, our low carbon footprint in Iceland mitigates our exposure to current or future carbon regulations.

We have just started construction on the Grundartangi casthouse which will enable Grundartangi to produce Natur-Al™ billet and other value-added products and service the European market.

Access to Market Power.

Our Kentucky operations benefit from market-based power contracts that provide electricity to these operations at competitive prices.

Experienced Management Team.

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Commitments and Contingencies to the consolidated financial statements included herein.

There is also increasing focus and scrutiny from both the United States government, foreign governments and other regulatory authorities on greenhouse gas ("GHG") emissions and potential impacts relating to climate change.

We continuously review our own GHG and other emissions streams and seek to limit the impact of our operations on the communities in which we operate.

Future laws, regulations, or policies that are enacted in response to concerns over GHG emissions and climate change, such as mandatory reporting and disclosure obligations, carbon tax, any "cap and trade" programs or similar regulatory measures, could significantly increase our operational and compliance burdens and costs.

We continuously review and monitor climate change related proposed legislation for potential impacts on Century and our operations.

For more information on the risk of climate change related legislation, laws and regulations, see Item 1A.

Risk Factors.

Intellectual Property

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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.

What changed 10-K

Item 1. Business