3 unchanged sentences
(in millions, except per share amounts)
−Removed: Three months ended
−Removed: September 30,
−Removed: Nine months ended September 30,
−Removed: 2022 2021 2022 2021
+Added: Three months ended March 31,
Related parties $ 412.2 $ 433.1
2 unchanged sentences
Cost of goods sold 504.3 660.4
−Removed: Gross profit (loss) ( 43.0 ) 54.6 66.1 54.8
+Added: Gross profit 48.1 93.2
Selling, general and administrative expenses 13.4 11.7
−Removed: Asset impairment — — 159.4 —
−Removed: Other operating (income) expense - net ( 0.2 ) 0.1 0.2 0.3
−Removed: Operating income (loss) ( 51.5 ) 40.3 ( 119.7 ) 15.5
−Removed: Interest expense – Hawesville term loan — ( 0.6 ) — ( 1.1 )
+Added: Other operating expense - net 7.2 0.2
+Added: Operating income 27.5 81.3
Interest expense ( 8.7 ) ( 7.3 )
Interest income 0.3 0.1
−Removed: Net gain (loss) on forward and derivative contracts 112.6 ( 76.7 ) 287.7 ( 239.2 )
−Removed: Loss on early extinguishment of debt — — — ( 24.7 )
−Removed: Other income (expense) - net 11.6 ( 2.5 ) 16.7 0.6
−Removed: Income (loss) before income taxes 64.9 ( 45.6 ) 164.0 ( 271.3 )
−Removed: Income tax (expense) benefit ( 20.6 ) ( 6.8 ) ( 64.6 ) 43.8
−Removed: Income (loss) before equity in earnings of joint ventures 44.3 ( 52.4 ) 99.4 ( 227.5 )
−Removed: Equity in earnings (losses) of joint ventures ( 0.0 ) 0.0 ( 0.0 ) 0.0
−Removed: Net income (loss) $ 44.3 $ ( 52.4 ) $ 99.4 $ ( 227.5 )
+Added: Net loss on forward and derivative contracts ( 57.6 ) ( 56.7 )
+Added: Other (expense) income - net ( 0.3 ) 2.0
+Added: (Loss) income before income taxes ( 38.8 ) 19.4
+Added: Income tax benefit (expense) 0.2 ( 1.7 )
+Added: Net (loss) income $ ( 38.6 ) $ 17.7
net income allocated to participating securities — 1.1
−Removed: Net income (loss) allocated to common stockholders $ 41.6 $ ( 52.4 ) $ 93.4 $ ( 227.5 )
−Removed: INCOME (LOSS) PER COMMON SHARE:
+Added: Net (loss) income allocated to common stockholders $ ( 38.6 ) $ 16.6
+Added: (LOSS) INCOME PER COMMON SHARE:
Basic $ ( 0.42 ) $ 0.18
5 unchanged sentences
CENTURY ALUMINUM COMPANY
−Removed: CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)
+Added: CONSOLIDATED STATEMENTS OF COMPREHENSIVE (LOSS) INCOME
(in millions)
−Removed: Three months ended September 30,
−Removed: Nine months ended September 30,
−Removed: 2022 2021 2022 2021
−Removed: Comprehensive income (loss):
−Removed: Net income (loss) $ 44.3 $ ( 52.4 ) $ 99.4 $ ( 227.5 )
−Removed: Other comprehensive income (loss) before income tax effect:
−Removed: Net income (loss) on foreign currency cash flow hedges reclassified as income 0.0 0.0 ( 0.1 ) ( 0.1 )
+Added: Three months ended March 31,
+Added: Comprehensive (loss) income:
+Added: Net (loss) income $ ( 38.6 ) $ 17.7
+Added: Other comprehensive (loss) income before income tax effect:
+Added: Net (loss) income on foreign currency cash flow hedges reclassified as income ( 0.1 ) 0.0
Defined benefit plans and other postretirement benefits:
−Removed: OPEB curtailment gain, net ( 8.0 ) — ( 8.0 ) —
Amortization of prior service benefit during the period ( 0.0 ) ( 0.4 )
−Removed: Amortization of net loss during the period 1.1 2.1 3.6 6.3
−Removed: Other comprehensive income (loss) before income tax effect ( 7.2 ) 1.3 ( 5.7 ) 3.8
+Added: Amortization of net gain during the period 1.2 1.1
+Added: Other comprehensive income before income tax effect 1.1 0.7
Income tax effect 0.0 ( 0.1 )
−Removed: Other comprehensive income (loss) ( 7.3 ) 1.2 ( 5.9 ) 3.6
−Removed: Total comprehensive income (loss) $ 37.0 $ ( 51.2 ) $ 93.5 $ ( 223.9 )
+Added: Other comprehensive income 1.1 0.6
+Added: Total comprehensive (loss) income $ ( 37.5 ) $ 18.3
See condensed notes to consolidated financial statements
2 unchanged sentences
(in millions)
−Removed: September 30, 2022 December 31, 2021
+Added: March 31, 2023 December 31, 2022
Cash and cash equivalents $ 30.4 $ 54.3
3 unchanged sentences
Inventories 434.8 398.8
−Removed: Derivative assets, current 198.1 34.8
+Added: Derivative assets 51.3 127.3
Prepaid and other current assets 22.6 24.5
1 unchanged sentence
Property, plant and equipment - net 743.2 744.4
−Removed: Due from affiliates - less current portion 0.2 —
−Removed: Derivative assets - less current portion 29.9 8.1
Other assets 51.3 49.8
6 unchanged sentences
Accrued employee benefits costs 9.9 9.9
+Added: Iceland Term Facility 12.3 13.3
revolving credit facility 63.1 90.0
5 unchanged sentences
Grundartangi casthouse debt facility 59.3 49.4
+Added: Iceland term facility, net of current portion — 1.2
Accrued pension benefits costs - less current portion 41.8 44.5
19 unchanged sentences
(in millions)
−Removed: Nine months ended September 30,
+Added: Three months ended March 31,
CASH FLOWS FROM OPERATING ACTIVITIES:
−Removed: Net income (loss) $ 99.4 $ ( 227.5 )
−Removed: Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:
−Removed: (Gain) loss on derivative instruments ( 302.3 ) 160.6
−Removed: OPEB curtailment gain, net ( 8.0 ) —
+Added: Net (loss) income $ ( 38.6 ) $ 17.7
+Added: Adjustments to reconcile net (loss) income to net cash (used in) provided by operating activities:
+Added: Unrealized loss on derivative instruments 64.4 35.5
Lower of cost or NRV inventory adjustment 5.1 —
Depreciation and amortization 15.9 19.4
−Removed: Loss on early extinguishment of debt — 24.7
−Removed: Deferred tax provision (benefit) 52.3 ( 40.9 )
−Removed: Asset impairment 159.4 —
+Added: Deferred tax (benefit) provision ( 1.5 ) 1.3
Other non-cash items - net ( 0.5 ) ( 1.7 )
7 unchanged sentences
Accrued and other current liabilities ( 8.7 ) 1.6
−Removed: Ravenswood retiree medical settlement ( 2.0 ) ( 2.0 )
Other - net 2.6 ( 4.3 )
−Removed: Net cash provided by (used in) operating activities 57.2 ( 12.1 )
+Added: Net cash (used in) provided by operating activities ( 0.2 ) 37.4
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of property, plant and equipment ( 14.3 ) ( 26.0 )
−Removed: Proceeds from sales of property, plant & equipment 0.1 0.0
+Added: Proceeds from sales of property, plant and equipment — 0.0
Net cash used in investing activities ( 14.3 ) ( 26.0 )
CASH FLOWS FROM FINANCING ACTIVITIES:
−Removed: Repayment of Senior Notes due 2025 — ( 250.0 )
−Removed: Early redemption and tender premiums paid — ( 18.1 )
−Removed: Proceeds from issuance of Senior Notes due 2028 — 250.0
−Removed: Proceeds from issuance of Convertible Senior Notes — 86.3
−Removed: Repayments on Hawesville term loan — ( 15.0 )
Borrowings under revolving credit facilities 192.4 264.1
1 unchanged sentence
Debt issuance costs — ( 0.6 )
−Removed: Purchases of capped calls related to Convertible Senior Notes — ( 5.7 )
+Added: Repayment of Iceland Term Facility ( 2.4 ) —
Borrowings under Grundartangi casthouse debt facility 10.0 40.0
−Removed: Net cash provided by financing activities 38.2 42.4
+Added: Net cash used in financing activities ( 9.4 ) ( 3.9 )
CHANGE IN CASH, CASH EQUIVALENTS AND RESTRICTED CASH ( 23.9 ) 7.5
Cash, cash equivalents and restricted cash, beginning of period 55.5 40.7
−Removed: CENTURY ALUMINUM COMPANY
−Removed: CONSOLIDATED STATEMENTS OF CASH FLOWS
−Removed: (in millions)
−Removed: Nine months ended September 30,
Cash, cash equivalents and restricted cash, end of period $ 31.6 $ 48.2
2 unchanged sentences
Interest $ 4.0 $ 1.2
−Removed: Taxes 1.9 0.0
+Added: Taxes, net of refunds ( 0.4 ) 0.5
Non-cash investing activities:
4 unchanged sentences
CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY
−Removed: (in millions)
+Added: (in millions, except share data)
Preferred stock Common stock Additional paid-in capital Treasury stock, at cost Accumulated other comprehensive loss Accumulated
deficit Total shareholders’ equity
−Removed: Three months ended
−Removed: September 30, 2022
−Removed: Balance, June 30, 2022 $ 0.0 $ 1.0 $ 2,537.0 $ ( 86.3 ) $ ( 80.9 ) $ ( 1,891.8 ) $ 479.0
−Removed: Net income (loss) 0.0 — — — — 44.3 44.3
−Removed: Other comprehensive income (loss) — — — — ( 7.3 ) — ( 7.3 )
−Removed: Share-based compensation 0.0 0.0 0.6 — — — 0.6
−Removed: Conversion of preferred stock to common stock 0.0 0.0 0.0 — — — 0.0
−Removed: Balance, September 30, 2022 $ 0.0 $ 1.0 $ 2,537.6 $ ( 86.3 ) $ ( 88.2 ) $ ( 1,847.5 ) $ 516.6
+Added: Shares Amount Shares Amount
Three months ended
−Removed: September 30, 2021
−Removed: Balance, June 30, 2021 $ 0.0 $ 1.0 $ 2,527.0 $ ( 86.3 ) $ ( 116.4 ) $ ( 1,954.9 ) $ 370.4
−Removed: Net income (loss) — — — — — ( 52.4 ) ( 52.4 )
−Removed: Other comprehensive income (loss) — — — — 1.2 — 1.2
−Removed: Share-based compensation 0.0 0.0 1.0 — — — 1.0
−Removed: Conversion of preferred stock to common stock 0.0 0.0 0.0 — — — 0.0
−Removed: Balance, September 30, 2021 $ 0.0 $ 1.0 $ 2,528.0 $ ( 86.3 ) $ ( 115.2 ) $ ( 2,007.3 ) $ 320.2
−Removed: Preferred stock Common stock Additional paid-in capital Treasury stock, at cost Accumulated other comprehensive loss Accumulated
−Removed: deficit Total shareholders’ equity
−Removed: Nine Months Ended
−Removed: September 30, 2022
+Added: March 31, 2023
Balance, December 31, 2022 53,854 $ 0.0 92,323,978 $ 1.0 $ 2,539.6 $ ( 86.3 ) $ ( 94.0 ) $ ( 1,961.0 ) $ 399.3
Net income (loss) — — — — — — — ( 38.6 ) ( 38.6 )
−Removed: Other comprehensive income (loss) — — — — ( 5.9 ) — ( 5.9 )
+Added: Other comprehensive income — — — — — — 1.1 — 1.1
Share-based compensation — — — — 0.6 — — — 0.6
−Removed: Conversion of preferred stock to common stock 0.0 0.0 0.0 — — — 0.0
−Removed: Balance, September 30, 2022 $ 0.0 $ 1.0 $ 2,537.6 $ ( 86.3 ) $ ( 88.2 ) $ ( 1,847.5 ) $ 516.6
−Removed: Nine Months Ended September 30, 2021
+Added: Balance, March 31, 2023 53,854 $ 0.0 92,323,978 $ 1.0 $ 2,540.2 $ ( 86.3 ) $ ( 92.9 ) $ ( 1,999.6 ) $ 362.4
+Added: Three months ended
+Added: March 31, 2022
Balance, December 31, 2021 58,542 $ 0.0 91,231,611 $ 1.0 $ 2,535.5 $ ( 86.3 ) $ ( 82.3 ) $ ( 1,946.9 ) $ 421.0
Net income (loss) — — — — — — — 17.7 17.7
−Removed: Other comprehensive income (loss) — — — — 3.6 — 3.6
+Added: Other comprehensive income — — — — — — 0.6 — 0.6
Share-based compensation — — — — 0.5 — — — 0.5
−Removed: Conversion of preferred stock to common stock 0.0 0.0 0.0 — — — 0.0
−Removed: Capped call premiums — — ( 4.6 ) — — — ( 4.6 )
−Removed: Balance, September 30, 2021 $ 0.0 $ 1.0 $ 2,528.0 $ ( 86.3 ) $ ( 115.2 ) $ ( 2,007.3 ) $ 320.2
+Added: Balance, March 31, 2022 58,542 $ 0.0 91,231,611 $ 1.0 $ 2,536.0 $ ( 86.3 ) $ ( 81.7 ) $ ( 1,929.2 ) $ 439.8
CENTURY ALUMINUM COMPANY
Condensed Notes to the Consolidated Financial Statements
−Removed: Nine months ended September 30, 2022 and 2021
+Added: Three months ended March 31, 2023 and 2022
(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 nine months of 2022 are not necessarily indicative of the results that may be expected for the year ending December 31, 2022.
+Added: Operating results for the first three months of 2023 are not necessarily indicative of the results that may be expected for the year ending December 31, 2023.
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.
Curtailment of Operations - Hawesville
−Removed: On June 22, 2022, our subsidiary, Century Aluminum of Kentucky ("CAKY"), issued a Worker Adjustment and Retraining Notification Act ("WARN") notice at its Hawesville, Kentucky aluminum smelter related to a temporary curtailment of plant operations within 60 days as a result of current market conditions, including historically high energy costs and declining London Metal Exchange ("LME") prices.
−Removed: We have since fully curtailed production at the facility and expect to continue to maintain the plant with the intention of restarting operations when market conditions permit, including energy prices returning to more normalized levels and aluminum prices maintaining levels that can support the on-going costs and capital expenditures necessary to restart and operate the plant.
−Removed: As the curtailment represents a significant adverse change in the extent and manner in which the Hawesville smelter will be used, we accordingly evaluated the Hawesville asset group for recoverability.
−Removed: As the carrying value of the Hawesville asset group was determined to not be recoverable based on the estimated undiscounted cash flows expected to be generated over the life of the asset group, an impairment charge of $ 159.4 million was recognized to write down the asset group to its estimated fair value of $ 15.0 million.
−Removed: We classified the estimated remaining fair value of the long lived assets within Level 3 of the fair value hierarchy as its fair value was determined based on recent comparable transactions with inputs that are not readily observable in the market.
−Removed: We recognized $ 12.6 million of expense through the third quarter related to wages and severance triggered by our issuance of the WARN notice and excess capacity charges, partially offset by final plant idling activities.
−Removed: We also recognized a non-cash other postretirement benefits ("OPEB") curtailment gain, net totaling $ 8.0 million for the three and nine months ended September 30, 2022.
−Removed: Components of net periodic benefit cost to the consolidated financial statements included herein for additional information.
+Added: In August 2022, we fully curtailed production at the Hawesville facility and expect to continue to maintain the plant with the intention of restarting operations when market conditions permit, including energy prices returning to more normalized levels and aluminum prices maintaining levels that can support the on-going costs and capital expenditures necessary to restart and operate the plant.
+Added: In the first quarter of 2023, we incurred curtailment charges of approximately $ 7.0 million, including $ 5.4 million related to excess capacity charges, partially offset by $ 0.7 million of income related to scrap and materials sales, which are reported in Other operating expense - net, in the Consolidated Statements of Operations.
Related Party Transactions
−Removed: The significant related party transactions occurring during the nine months ended September 30, 2022 and 2021 are described below.
+Added: The significant related party transactions occurring during the three months ended March 31, 2023 and 2022 are described below.
We believe all of our transactions with related parties are at prices that approximate market.
Glencore Ownership
−Removed: As of September 30, 2022 , Glencore plc and its affiliates (together "Glencore") beneficially owned 42.9 % of Century’s outstanding common stock ( 46.3 % 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 March 31, 2023 , Glencore plc and its affiliates (together "Glencore") beneficially owned 42.9 % of Century’s outstanding common stock ( 46.1 % 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.
Century and Glencore enter into various transactions from time to time such as the purchase and sale of primary aluminum, purchase and sale of alumina and other raw materials, tolling agreements as well as forward financial contracts and borrowing and other debt transactions.
−Removed: CENTURY ALUMINUM COMPANY
−Removed: Condensed Notes to the Consolidated Financial Statements (continued)
−Removed: (amounts in millions, except share and per share amounts)
Sales to Glencore
−Removed: For the three months ended September 30, 2022 and 2021, we derived approximately 63.5 % and 60.3 %, respectively, of our consolidated net sales from Glencore.
+Added: For the three months ended March 31, 2023 and 2022, we derived approximately 75 % and 57 % of our consolidated net sales from Glencore, respectively.
Glencore purchases aluminum produced at our U.S.
2 unchanged sentences
We have entered into agreements with Glencore pursuant to which we sell certain amounts of alumina at market-based prices.
−Removed: For the three and nine months ended September 30, 2022, we recorded $ 4.9 million and $ 18.8 million of revenue related to alumina sales to Glencore, respectively.
−Removed: 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 months ended March 31, 2023, we recorded $ 21.0 million of revenue related to alumina sales to Glencore.
+Added: There were no alumina sales to Glencore during the three months ended March 31, 2022.
+Added: CENTURY ALUMINUM COMPANY
+Added: Condensed Notes to the Consolidated Financial Statements (continued)
+Added: (amounts in millions, except share and per share amounts)
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 three months ended September 30, 2022 were priced based on published alumina and aluminum indices as well as fixed prices.
+Added: Alumina purchases from Glencore during the three months ended March 31, 2023 were priced based on published alumina and aluminum indices as well as fixed prices.
Financial Contracts with Glencore
1 unchanged sentence
Derivatives regarding these forward financial sales contracts.
+Added: Vlissingen Facility Agreement
+Added: On December 9, 2022, Vlissingen entered into a Facility Agreement with Glencore International AG pursuant to which Vlissingen may borrow from time to time up to $ 90 million (the "Vlissingen Facility Agreement") in one or more loans at a fixed interest rate equal to 8.75 % per annum and payable on December 2, 2024.
+Added: See Note 10 .
+Added: Deb t for additional information.
+Added: Borrowings under the Vlissingen Facility Agreement are expected to be used for general corporate and working capital purposes of Century and its subsidiaries.
A summary of the aforementioned significant related party transactions is as follows:
−Removed: Three months ended September 30, Nine months ended September 30,
−Removed: 2022 2021 2022 2021
+Added: Three months ended March 31,
Net sales to Glencore $ 412.2 $ 433.1
Purchases from Glencore (1)
−Removed: 56.0 78.3 268.5 230.1
(1) Includes settlements of financial contract positions.
We disaggregate our revenue by geographical region as follows:
−Removed: Net Sales Three months ended September 30, Nine months ended September 30,
−Removed: 2022 2021 2022 2021
+Added: Net Sales Three months ended March 31,
United States $ 342.3 $ 506.1
14 unchanged sentences
• Level 2 Inputs - inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly.
−Removed: • Level 3 Inputs - significant unobservable inputs for the asset or liability.
−Removed: Recurring Fair Value Measurements As of September 30, 2022
+Added: • Level 3 Inputs - unobservable inputs for the asset or liability.
+Added: Recurring Fair Value Measurements As of March 31, 2023
Cash equivalents $ 7.2 $ — $ — $ 7.2
2 unchanged sentences
TOTAL $ 8.7 $ 52.6 $ — $ 61.3
−Removed: Contingent obligation – net $ — $ — $ — $ —
Derivative instruments — ( 19.3 ) — ( 19.3 )
5 unchanged sentences
TOTAL $ 5.7 $ 127.3 $ 1.8 $ 134.8
−Removed: Contingent obligation – net $ — $ — $ — $ —
Derivative instruments $ — $ 26.4 $ 4.6 $ 31.0
TOTAL $ — $ 26.4 $ 4.6 $ 31.0
−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.
1 unchanged sentence
The following section describes the valuation techniques and inputs for fair value measurements categorized within Level 2 or Level 3 of the fair value hierarchy:
+Added: CENTURY ALUMINUM COMPANY
+Added: Condensed Notes to the Consolidated Financial Statements (continued)
+Added: (amounts in millions, except share and per share amounts)
Level 2 Fair Value Measurements:
13 unchanged sentences
Recurring Level 3 Fair Value Measurements:
−Removed: As of September 30, 2022
+Added: As of March 31, 2023
As of December 31, 2022
2 unchanged sentences
$ — 8.58 % $ ( 2.8 ) 8.58 %
−Removed: FX swaps Discounted cash flows Euro/USD forward exchange rate Discount rate net (1)
−Removed: $ — 8.58 % $ ( 0.2 ) 8.58 %
−Removed: Casthouse currency hedges Discounted cash flows Euro/USD forward exchange rate;
−Removed: ISK/USD forward exchange rate Discount rate net (1)
−Removed: $ — 8.58 % $ — — %
−Removed: Nord Pool swaps Discounted cash flows Quoted Nord Pool forward market Discount rate net (1)
−Removed: $ — 8.58 % $ 0.2 8.58 %
−Removed: Contingent obligation Discounted cash flows Quoted LME forward market Expected monthly Hawesville production level (2)
−Removed: $ — 0 MT/month
−Removed: $ — 14,000 - 15,000 MT/month
(1) Represents risk adjusted discount rate.
−Removed: (2) Represents management's estimate of expected monthly Hawesville production levels through the term of the agreement in December 2028.
CENTURY ALUMINUM COMPANY
2 unchanged sentences
The following table presents the fair value reconciliation of Level 3 assets and liabilities measured at fair value on a recurring basis.
−Removed: For the three months ended September 30, 2022
−Removed: Level 3 Assets Level 3 Liabilities
−Removed: LME forward financial sales contracts LME forward financial sales contracts Casthouse currency hedges
−Removed: Balance as of July 1, 2022 $ 1.6 $ ( 3.8 ) $ 0.0
−Removed: Total realized/unrealized gains (losses)
−Removed: Included in Net Income (1)
−Removed: Purchases, sales, settlements
−Removed: Purchases — — —
−Removed: Settlements — — —
−Removed: Transfers into Level 3 (2)
−Removed: Transfers out of Level 3 (3)
−Removed: Balance as of September 30, 2022
−Removed: $ 3.2 $ ( 2.3 ) $ 0.0
−Removed: Change in unrealized gains (losses) (1)
−Removed: $ 1.6 $ 1.5 $ —
−Removed: (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 entered into during the third quarter of 2022.
−Removed: (3) Transfers out of Level 3 due to period of time remaining in derivative contract.
−Removed: Level 3 Assets Level 3 Liabilities
−Removed: For the three months ended September 30, 2021
−Removed: Nord Pool swaps LME forward financial sales contracts FX swaps
−Removed: Balance as of July 1, 2021 $ 1.5 $ ( 17.9 ) $ ( 0.4 )
−Removed: Total realized/unrealized gains (losses)
−Removed: Included in net income (loss) (1)
−Removed: — ( 7.7 ) ( 0.5 )
−Removed: Purchases, sales, settlements
−Removed: Purchases — — —
−Removed: Settlements — — —
−Removed: Transfers into Level 3 (2)
−Removed: Transfers out of Level 3 (3)
−Removed: ( 1.5 ) 11.0 —
−Removed: Balance as of September 30, 2021
−Removed: $ — ( 14.6 ) $ ( 0.9 )
−Removed: Change in unrealized gains (losses) (1)
−Removed: $ — $ ( 7.7 ) $ ( 0.5 )
−Removed: (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 entered into during the third quarter of 2021.
−Removed: (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)
−Removed: For the nine months ended September 30, 2022
+Added: For the three months ended March 31, 2023
Level 3 Assets Level 3 Liabilities
−Removed: LME forward financial sales contracts Nord Pool swaps LME forward financial sales contracts FX swaps Casthouse currency hedges
−Removed: Balance as of January 1, 2022 $ — $ 0.2 $ ( 5.1 ) $ ( 0.2 ) $ —
−Removed: Total realized/unrealized gains (losses)
−Removed: Included in Net Income (1)
−Removed: 1.6 — 5.3 — —
−Removed: Purchases, sales, settlements
−Removed: Settlements —
−Removed: Transfers into Level 3 (2)
−Removed: 1.6 — ( 2.5 ) — 0.0
+Added: LME forward financial sales contracts LME forward financial sales contracts
+Added: Balance as of December 31, 2022 $ 1.8 $ ( 4.6 )
Transfers out of Level 3 (1)
−Removed: — ( 0.2 ) — 0.2 —
−Removed: Balance as of September 30, 2022
−Removed: $ 3.2 $ — $ ( 2.3 ) $ — $ 0.0
+Added: Balance as of March 31, 2023
Change in unrealized gains (losses) (2)
−Removed: $ 1.6 $ — $ 5.3 $ — $ —
−Removed: (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 entered into during the nine months ended September 30, 2022.
(1) Transfers out of Level 3 due to period of time remaining in derivative contract.
+Added: (2) Gains and losses are presented in the Consolidated Statement of Operations within the line item "Net loss on forward and derivative contracts."
Level 3 Assets Level 3 Liabilities
−Removed: For the nine months ended September 30, 2021
+Added: For the three months ended March 31, 2022
Nord Pool Swaps LME forward financial sales contracts FX Swaps
−Removed: Balance as of January 1, 2021 $ — $ 2.9 $ 0.1
−Removed: Total realized/unrealized gains (losses)
+Added: Balance as of December 31, 2021 $ 0.2 $ ( 5.1 ) $ ( 0.2 )
+Added: Total realized/unrealized loss
Included in net income (loss) (1)
−Removed: — ( 28.0 ) ( 0.5 )
−Removed: Purchases, sales, settlements
−Removed: Purchases — — —
−Removed: Settlements — — —
Transfers into Level 3 (2)
−Removed: 1.5 ( 1.0 ) ( 0.4 )
Transfers out of Level 3 (3)
( 0.2 ) ( 0.0 ) 0.2
−Removed: Balance as of September 30, 2021
+Added: Balance as of March 31, 2022
$ — $ ( 16.7 ) $ —
1 unchanged sentence
$ — $ ( 9.1 ) $ —
−Removed: (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 entered into during the nine months ended September 30, 2021.
+Added: (1) Gains and losses are presented in the Consolidated Statement of Operations within the line item "Net loss on forward and derivative contracts."
+Added: (2) Transfers into Level 3 due to contracts with applied discount rate entered into during the three months ended March 31, 2022.
(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)
−Removed: Our announcement on June 22, 2022 to curtail operations of the Hawesville smelter represented a significant adverse change in the extent and manner in which this smelter will be used, and we accordingly evaluated the Hawesville asset group for recoverability.
−Removed: As the carrying value of the Hawesville asset group was determined to not be recoverable based on the estimated undiscounted cash flows expected to be generated over the life of the asset group, we wrote the asset group down to its estimated fair value of $ 15.0 million.
−Removed: The following table presents the inputs for this non-recurring fair value measurements categorized within Level 3 of the fair value hierarchy, along with information regarding the significant unobservable inputs used:
−Removed: Non-Recurring Level 3 Fair Value Measurements:
−Removed: As of September 30, 2022
−Removed: Asset / Liability Valuation Technique Significant Unobservable Input Fair Value Value/Range of Unobservable Input
−Removed: Hawesville asset group Market approach Comparable transaction $ 15.0 $ 15.0
−Removed: Earnings (Loss) Per Share
−Removed: Basic earnings (loss) per share ("EPS") amounts are calculated by dividing net income (loss) allocated to common stockholders by the weighted average number of common shares outstanding during the period.
+Added: (Loss) Earnings Per Share
+Added: Basic (loss) earnings per share ("EPS") amounts are calculated by dividing net (loss) income allocated to common stockholders by the weighted average number of common shares outstanding during the period.
Diluted EPS amounts assume the issuance of common stock for all potentially dilutive securities.
−Removed: The following table shows the basic and diluted earnings (loss) per share:
+Added: The following table shows the basic and diluted (loss) earnings per share:
CENTURY ALUMINUM COMPANY
1 unchanged sentence
(amounts in millions, except share and per share amounts)
−Removed: For the three months ended September 30,
−Removed: Net Income (Loss) Shares (in millions)
−Removed: Per Share Net Income (Loss) Shares (in millions)
−Removed: Net income (loss) $ 44.3 $ ( 52.4 )
−Removed: net income allocated to participating securities 2.7 —
−Removed: Net income (loss) allocated to common stockholders $ 41.6 91.3 $ 0.46 $ ( 52.4 ) 90.1 $ ( 0.58 )
−Removed: Effect of Dilutive Securities (1) :
−Removed: Share-based compensation ( 0.4 ) 1.4 — —
−Removed: Convertible senior notes 0.7 4.6 — —
−Removed: Net income (loss) allocated to common stockholders with assumed conversion $ 41.9 97.3 $ 0.43 $ ( 52.4 ) 90.1 $ ( 0.58 )
−Removed: For the nine months ended September 30,
−Removed: Net Income (Loss) Shares (in millions)
−Removed: Per Share Net Income (Loss) Shares
+Added: For the three months ended March 31,
+Added: Net Loss Shares
(in millions)
−Removed: Net income (loss) $ 99.4 $ ( 227.5 )
+Added: Per Share Net Income Shares
+Added: (in millions)
+Added: Net (loss) income $ ( 38.6 ) $ 17.7
net income allocated to participating securities — 1.1
−Removed: Net income (loss) allocated to common stockholders $ 93.4 91.3 $ 1.02 $ ( 227.5 ) 90.1 $ ( 2.52 )
+Added: Net (loss) income allocated to common stockholders $ ( 38.6 ) 92.3 $ ( 0.42 ) $ 16.6 91.2 $ 0.18
Effect of Dilutive Securities (1) :
1 unchanged sentence
Convertible senior notes — — 0.7 4.8
−Removed: Net income (loss) allocated to common stockholders with assumed conversion $ 94.3 97.6 $ 0.97 $ ( 227.5 ) 90.1 $ ( 2.52 )
−Removed: Three months ended
−Removed: September 30, Nine months ended September 30,
+Added: Net (loss) income allocated to common stockholders with assumed conversion $ ( 38.6 ) 92.3 $ ( 0.42 ) $ 17.3 97.1 $ 0.18
+Added: Three months ended March 31,
Securities excluded from the calculation of diluted EPS (in millions) (1) :
−Removed: 2022 2021 2022 2021
−Removed: Share-based compensation — 2.5 — 2.5
+Added: Share-based compensation - TVPSU 0.6 —
+Added: Share-based compensation - PSU 0.3 0.7
Convertible preferred shares 5.4 5.9
−Removed: Convertible senior notes — 4.8 — 4.8
+Added: Convertible notes 4.6 —
(1) In periods when we report a net loss, all share-based compensation awards, convertible preferred shares and convertible senior notes are excluded from the calculation of diluted weighted average shares outstanding because of their anti-dilutive effect on earnings (loss) per share.
−Removed: CENTURY ALUMINUM COMPANY
−Removed: Condensed Notes to the Consolidated Financial Statements (continued)
−Removed: (amounts in millions, except share and per share amounts)
Shareholders’ Equity
−Removed: As of September 30, 2022 and December 31, 2021, we had 195,000,000 shares of common stock, $ 0.01 par value per share, authorized under our Restated Certificate of Incorporation, of which 98,533,750 shares were issued and 91,347,229 shares were outstanding at September 30, 2022, and 98,418,132 shares were issued and 91,231,611 shares were outstanding at December 31, 2021.
+Added: As of March 31, 2023 and December 31, 2022, we had 195,000,000 shares of common stock, $ 0.01 par value per share, authorized under our Restated Certificate of Incorporation, of which 99,510,499 shares were issued and 92,323,978 shares were outstanding.
The rights, preferences and privileges of holders of our common stock are subject to, and may be adversely affected by, the rights of the holders of shares of any series of our preferred stock which are currently outstanding, including our Series A Convertible Preferred Stock, or which we may designate and issue in the future.
Preferred Stock
−Removed: As of September 30, 2022 and December 31, 2021, 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 March 31, 2023 and December 31, 2022, we had 5,000,000 shares of preferred stock, $ 0.01 cent 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.
2 unchanged sentences
Series A Convertible Preferred Stock
+Added: CENTURY ALUMINUM COMPANY
+Added: Condensed Notes to the Consolidated Financial Statements (continued)
+Added: (amounts in millions, except share and per share amounts)
Shares Authorized and Outstanding .
1 unchanged sentence
Glencore holds all of the issued and outstanding Series A Convertible Preferred Stock.
−Removed: At September 30, 2022 and December 31, 2021, there were 58,046 shares and 58,542 shares of Series A Convertible Preferred Stock outstanding, respectively.
+Added: At March 31, 2023 and December 31, 2022, 53,854 shares were outstanding.
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.
−Removed: 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 nine months ended September 30, 2022 and September 30, 2021.
−Removed: Preferred stock Common stock
−Removed: Common and Preferred Stock Activity (in shares):
−Removed: Series A Convertible Treasury Outstanding
−Removed: Beginning balance as of December 31, 2021
−Removed: 58,542 7,186,521 91,231,611
−Removed: Conversion of convertible preferred stock ( 496 ) — 49,617
−Removed: Issuance for share-based compensation plans — — 66,001
−Removed: Ending balance as of September 30, 2022
−Removed: 58,046 7,186,521 91,347,229
−Removed: Beginning balance as of December 31, 2020
−Removed: 63,589 7,186,521 90,055,797
−Removed: Conversion of convertible preferred stock ( 315 ) — 31,465
−Removed: Issuance for share-based compensation plans — — 41,856
−Removed: Ending balance as of September 30, 2021
−Removed: 63,274 7,186,521 90,129,118
+Added: The conversion of preferred to common shares is 100 shares of common stock for each share of preferred stock.
+Added: Our Series A Convertible Preferred Stock has a par value of $ 0.01 per share.
+Added: There were no preferred stock conversions during the three months ended March 31, 2023 and March 31, 2022.
Stock Repurchase Program
In 2011, our Board of Directors authorized a $ 60.0 million common stock repurchase program and during the first quarter of 2015, our Board of Directors increased the size of the program by $ 70.0 million.
−Removed: Under the program, Century is authorized to repurchase up to $ 130.0 million of our outstanding shares of common stock, from time to time, on the open market at
−Removed: CENTURY ALUMINUM COMPANY
−Removed: Condensed Notes to the Consolidated Financial Statements (continued)
−Removed: (amounts in millions, except share and per share amounts)
−Removed: prevailing market prices, in block trades or otherwise.
+Added: Under the program, Century is authorized to repurchase up to $ 130.0 million of our outstanding shares of common stock, from time to time, on the open market at prevailing market prices, in block trades or otherwise.
The timing and amount of any shares repurchased will be determined by our management based on its evaluation of market conditions, the trading price of our common stock and other factors.
5 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 September 30, 2022.
−Removed: For the three months ended September 30, 2022 and September 30, 2021, we recorded an income tax expense of $ 20.6 million a nd $ 6.8 million, respectively, and for the nine months ended September 30, 2022 and September 30, 2021, we recorded an income tax expense of $ 64.6 million and an income tax benefit of $ 43.8 million, respectively.
−Removed: The change is primarily due to improved operational results over the comparison period.
+Added: We have made no repurchases since April 2015 and have approximately $ 43.7 million remaining under the repurchase program authorization as of March 31, 2023.
+Added: For the three months ended March 31, 2023 and March 31, 2022, we recorded an income tax benefit of $ 0.2 million and an income tax expense of $ 1.7 million, respectively.
+Added: The change is primarily due to tax impacts from foreign operations in each period.
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 on domestic losses, causes a significant variation in the typical relationship between income tax expense/benefit and pre-tax accounting income/loss as reported on the consolidated statement of operations.
−Removed: As of September 30, 2022, all of Century's U.S.
+Added: As of March 31, 2023, 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.
−Removed: The Inflation Reduction Act of 2022 was signed into law on August 16, 2022, and the CHIPS and Science Act of 2022 was signed into law on August 9, 2022.
+Added: The Inflation Reduction Act of 2022 ("IRA") was signed into law on August 16, 2022, and the CHIPS and Science Act of 2022 was signed into law on August 9, 2022.
These laws implement new tax provisions, primarily a 15% corporate alternative minimum tax and a nondeductible 1% excise tax on the fair market value of stock repurchased by publicly traded corporations.
−Removed: As of September 30, 2022, we do not anticipate any material impact of these provisions which are effective January 1, 2023.
−Removed: The two acts also provide various tax credits, several of which are transferable or refundable, for the investment in or production of clean-energy effective January 1, 2023.
−Removed: Century will continue to evaluate potential tax benefits available under the acts as additional guidance is issued in future periods.
+Added: As of March 31, 2023, these provisions, which were effective January 1, 2023, have not had any material impact on the financial statements.
+Added: The IRA provides several tax incentives to promote clean energy and the production of critical minerals in the U.S.
+Added: We are continuing to evaluate potential tax benefits available under the acts as additional guidance is issued.
Inventories consist of the following:
−Removed: September 30, 2022 December 31, 2021
+Added: March 31, 2023 December 31, 2022
Raw materials $ 98.8 $ 64.9
4 unchanged sentences
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.
−Removed: CENTURY ALUMINUM COMPANY
−Removed: Condensed Notes to the Consolidated Financial Statements (continued)
−Removed: (amounts in millions, except share and per share amounts)
−Removed: September 30, 2022 December 31, 2021
+Added: March 31, 2023 December 31, 2022
Debt classified as current liabilities:
2 unchanged sentences
Iceland Revolving Credit Facility (3)
+Added: Iceland Term Facility (5)
Debt classified as non-current liabilities:
−Removed: Grundartangi casthouse facility, net of financing fees of $ 0.6 million at September 30, 2022 (4)
−Removed: 7.5 % senior secured notes due April 1, 2028, net of financing fees of $ 3.6 million at September 30, 2022, interest payable semiannually
−Removed: 2.75 % convertible senior notes due May 1, 2028, net of financing fees of $ 2.0 million at September 30, 2022, interest payable semiannually
+Added: Grundartangi casthouse facility, net of financing fees of $ 0.6 million at March 31, 2023 (4)
+Added: Iceland Term Facility, net of financing fees of $ 0.00 million and current portion at March 31, 2023 (5)
+Added: 7.5 % senior secured notes due April 1, 2028, net of financing fees of $ 3.2 million at March 31, 2023, interest payable semiannually
+Added: 2.75 % convertible senior notes due May 1, 2028, net of financing fees of $ 1.8 million at March 31, 2023, interest payable semiannually
Total $ 518.8 $ 527.7
(1) The IRBs are classified as current liabilities because they are remarketed weekly and could be required to be repaid upon demand if there is a failed remarketing.
−Removed: The IRBs interest rate at September 30, 2022 was 2.60 %.
+Added: The interest rate at March 31, 2023 was 4.11 %.
(2) We incur interest at a base rate plus applicable margin as defined within the agreement.
−Removed: The interest rate at September 30, 2022 was 6.75 %.
−Removed: (3) We incur interest at LIBOR plus applicable margin as defined within the agreement.
−Removed: The interest rate at September 30, 2022 wa s 6.62 %.
+Added: The interest rate at March 31, 2023 was 8.75 % .
+Added: (3) We incur interest at base rate plus applicable margin as defined within the agreement.
+Added: The interest rate at March 31, 2023 wa s 7.66 %.
(4) We incur interest at a base rate plus applicable margin as defined within the agreement.
−Removed: The interest rate at September 30, 2022 was 6.03 %.
+Added: The interest rate at March 31, 2023 was 8.08 %.
+Added: (5) We incur interest at a rate equal to 3.2 % plus EUR EURIBOR 1 month as published by the European Money Market Institute as defined within the agreement.
+Added: The interest rate at March 31, 2023 was 5.77 %.
7.5 % Senior Secured Notes due 2028
3 unchanged sentences
The 2028 Notes are senior secured obligations of Century, ranking equally in right of payment with all existing and future senior indebtedness of Century, but effectively senior to unsecured debt to the extent of the value of collateral.
−Removed: As of September 30, 2022, the total estimated fair value of the 2028 Notes was $ 223.8 million.
+Added: As of March 31, 2023, the total estimated fair value of the 2028 Notes was $ 237.8 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.
Convertible Notes due 2028
+Added: CENTURY ALUMINUM COMPANY
+Added: Condensed Notes to the Consolidated Financial Statements (continued)
+Added: (amounts in millions, except share and per share amounts)
In April 2021, we completed a private offering of $ 86.3 million aggregate principal amount of convertible senior notes due May 1, 2028 unless earlier converted, repurchased, or redeemed (the "Convertible Notes").
4 unchanged sentences
The conversion rate and conversion price are subject to customary adjustments under certain circumstances in accordance with the terms of the indenture.
−Removed: As of September 30, 2022, the conversion rate remains unchanged.
+Added: As of March 31, 2023, the conversion rate remains unchanged.
The Convertible Notes are the Company’s senior unsecured obligations and rank senior in right of payment to any of the Company’s indebtedness that is expressly subordinated in right of payment to the Convertible Notes;
equal in right of payment to any of the Company’s unsecured indebtedness that is not so subordinated;
−Removed: effectively junior in right of payment to any of the
−Removed: CENTURY ALUMINUM COMPANY
−Removed: Condensed Notes to the Consolidated Financial Statements (continued)
−Removed: (amounts in millions, except share and per share amounts)
−Removed: Company’s senior secured indebtedness to the extent of the value of the assets securing such indebtedness;
+Added: effectively junior in right of payment to any of the Company’s senior secured indebtedness to the extent of the value of the assets securing such indebtedness;
and structurally junior to all indebtedness and other liabilities (including trade payables) of the Company’s subsidiaries.
−Removed: As of September 30, 2022, the if-converted value of the Convertible Notes does not exceed the outstanding principal amount.
−Removed: As of September 30, 2022, the total estimated fair value of the Convertible Notes was $ 54.3 million.
+Added: As of March 31, 2023, the if-converted value of the Convertible Notes does not exceed the outstanding principal amount.
+Added: As of March 31, 2023, the total estimated fair value of the Convertible Notes was $ 70.7 million.
Although we use quoted market prices for identical debt instruments, the markets on which they trade are not considered to be active and are therefore considered Level 2 fair value measurements.
Revolving Credit Facility
−Removed: We and certain of our direct and indirect domestic subsidiaries (the "Borrowers") have a senior secured revolving credit facility with a syndicate of lenders (as amended from time to time, the "U.S.
+Added: We and certain of our direct and indirect domestic subsidiaries have a senior secured revolving credit facility with a syndicate of lenders (as amended from time to time, the "U.S.
revolving credit facility").
4 unchanged sentences
revolving credit facility reduce our borrowing availability on a dollar-for-dollar basis.
−Removed: At September 30, 2022, there were $ 63.5 million in outstanding borrowings and $ 39.9 million of outstanding letters of credit issued under our U.S.
+Added: At March 31, 2023, there were $ 63.1 million in outstanding borrowings and $ 41.1 million of outstanding letters of credit issued under our U.S.
revolving credit facility.
3 unchanged sentences
revolving credit facility:
−Removed: September 30, 2022
+Added: March 31, 2023
Credit facility maximum amount $ 250.0
7 unchanged sentences
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.
−Removed: At September 30, 2022, there were $ 50.0 million in outstanding borrowings under our Iceland revolving credit facility.
+Added: At March 31, 2023, there were $ 45.0 million in outstanding borrowings under our Iceland revolving credit facility.
The Iceland revolving credit facility has a term through November 2024.
+Added: CENTURY ALUMINUM COMPANY
+Added: Condensed Notes to the Consolidated Financial Statements (continued)
+Added: (amounts in millions, except share and per share amounts)
Status of our Iceland revolving credit facility:
−Removed: September 30, 2022
+Added: March 31, 2023
Credit facility maximum amount $ 100.0
6 unchanged sentences
Under the Casthouse Facility, repayments of principal amounts will be made in equal quarterly installments equal to 1.739 % of the principal amount, the first payment occurring in July 2024, with the remaining 60 % of the principal amount to be paid no later than the termination date in December 2029.
−Removed: As of September 30, 2022, there were $ 40.0 million in outstanding borrowings under the Casthouse Facility.
−Removed: CENTURY ALUMINUM COMPANY
−Removed: Condensed Notes to the Consolidated Financial Statements (continued)
−Removed: (amounts in millions, except share and per share amounts)
+Added: As of March 31, 2023, there were $ 60.0 million in outstanding borrowings under the Casthouse Facility.
+Added: Iceland Term Facility
+Added: Our wholly-owned subsidiary, Grundartangi, has entered into a Term Facility Agreement with Arion Bank hf, dated September 2022, (the "Iceland Term Facility") to provide for borrowings up to € 13.6 million.
+Added: Repayments of principal amounts are made in equal monthly installments, the first payment occurring in February 2023, with the remainder of the principal amount to be paid no later than the termination date in January 2024.
+Added: Borrowings under the Iceland Term Facility bear interest at a rate equal to 3.2 % plus EUR EURIBOR 1 month as published at any time by the European Money Markets Institute.
+Added: As of March 31, 2023, there were € 11.3 million ( $ 12.3 million, based on the prevailing exchange rate on March 31, 2023 ) in outstanding borrowings under the Iceland Term Facility.
+Added: Vlissingen Facility Agreement
+Added: On December 9, 2022, Vlissingen entered into a Facility Agreement with Glencore International AG pursuant to which Vlissingen may borrow from time to time up to $ 90 million (the "Vlissingen Facility Agreement") in one or more loans payable on December 2, 2024, the maturity date of the Vlissingen Facility Agreement.
+Added: As of March 31, 2023, there were no outstanding borrowings under the Vlissingen Facility Agreement.
Surety Bond Facility
1 unchanged sentence
In June 2022, we entered into a surety bond facility with an insurance company to provide such bonds when applicable.
−Removed: As of September 30, 2022, we had issued surety bonds totaling $ 6.6 million.
+Added: As of March 31, 2023, we had issued surety bonds totaling $ 6.6 million.
As we had previously guaranteed our workers' compensation obligations through issuance of letters of credit against our revolving credit facility, the surety bond issuance increases credit facility availability.
−Removed: Iceland Term Facility
−Removed: Our wholly-owned subsidiary, Grundartangi, has entered into a Term Facility Agreement with Arion Bank hf, dated September 2022, (the "Iceland Term Facility") to provide for borrowings up to € 13.6 million.
−Removed: Repayments of principal amounts will be made in equal monthly installments, the first payment occurring in February 2023, with the remainder of the principal amount to be paid no later than the termination date in January 2024.
−Removed: Borrowings under the Iceland Term Facility will bear interest at a rate equal to 3.2 % plus EUR EURIBOR 1 month as published at any time by the European Money Markets Institute.
−Removed: As of September 30, 2022, there were no outstanding borrowings under the Iceland Term Facility.
Commitments and Contingencies
5 unchanged sentences
Where the risk of loss is probable and the amount of the loss can be reasonably estimated, we record an accrual, either on an individual basis or with respect to a group of matters involving similar claims, based on the factors set forth above.
−Removed: While we regularly review the status of, and our estimates of potential liability associated with, contingencies to determine the adequacy of any associated accruals and related disclosures, the ultimate amount of loss may differ from our estimates.
+Added: While we regularly review the status of, and our estimates of potential liability
+Added: CENTURY ALUMINUM COMPANY
+Added: Condensed Notes to the Consolidated Financial Statements (continued)
+Added: (amounts in millions, except share and per share amounts)
+Added: associated with, contingencies to determine the adequacy of any associated accruals and related disclosures, the ultimate amount of loss may differ from our estimates.
Legal Contingencies
2 unchanged sentences
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, 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 agreement, CAWV agreed to make payments into a trust for the benefit of the CAWV Retirees in the aggregate amount of $ 23.0 million over the course of ten years .
Upon approval of the settlement, we paid $ 5.0 million to the aforementioned trust in September 2017 and recognized a gain of $ 5.5 million to arrive at the then-net present value of $ 12.5 million.
CAWV has agreed to pay the remaining amounts under the settlement agreement in annual increments of $ 2.0 million for nine years .
−Removed: As of September 30, 2022, $ 2.0 million is recorded in other current liabilities and $ 4.7 million is recorded in other liabilities.
−Removed: CENTURY ALUMINUM COMPANY
−Removed: Condensed Notes to the Consolidated Financial Statements (continued)
−Removed: (amounts in millions, except share and per share amounts)
+Added: As of March 31, 2023, $ 2.0 million was recorded in other current liabilities and $ 4.9 million was recorded in other liabilities.
PBGC Settlement
2 unchanged sentences
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.
−Removed: We did no t make any contributions for the three month periods ended September 30, 2022, or 2021.
+Added: We d id no t make any contributions for the three month periods ended March 31, 2023, or 2022.
We historically elected to defer certain payments under the PBGC Settlement Agreement and provided the PBGC with the appropri ate security.
−Removed: In October 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: In October 2021, we amended the PBGC Settlement Agreement (the "Amended PBGC Settlement Agreement") such that we removed the deferral mechanism and agreed to contribute approximately $ 2.4 million per year to our defined benefit pension plans for a total of approximately $ 9.6 million, over the next four years beginning on November 30, 2022 and ending on November 30, 2025, subject to acceleration if certain terms and conditions are met in such amendment.
+Added: As of March 31, 2023, we made contributions of $ 2.4 million related to the Amended PBGC Settlement Agreement.
+Added: CENTURY ALUMINUM COMPANY
+Added: Condensed Notes to the Consolidated Financial Statements (continued)
+Added: (amounts in millions, except share and per share amounts)
Power Commitments and Contingencies
5 unchanged sentences
The notice terminated EDF’s contract, effective May 31, 2023, to purchase power from MISO for resale to Kenergy, which then resells the power to Hawesville.
−Removed: Century is in discussions with other companies, currently authorized as MISO Market Participants, to replace EDF and expects to have a replacement Market Participant in place prior to the expiration of the contract with EDF.
In connection with the temporary curtailment of production at Hawesville, energy use at the smelter has been significantly reduced.
However, such reduction in energy use does not reduce Hawesville’s capacity payment obligation to MISO which extends through May 2023.
+Added: Century currently expects to act as its own MISO Market Participant (through an indirect, wholly-owned subsidiary) after May 31, 2023.
Sebree has a power supply arrangement with Kenergy and EDF which provides market-based power to the Sebree smelter.
4 unchanged sentences
The notice terminated EDF’s contract, effective May 31, 2023, to purchase power from MISO for resale to Kenergy, which then resells the power to Sebree.
−Removed: Century is in discussions with other companies, currently authorized as MISO Market Participants, to replace EDF and expects to have a replacement Market Participant in place prior to the expiration of the contract with EDF.
+Added: Century currently expects to act as its own MISO Market Participant (through an indirect, wholly-owned subsidiary) after May 31, 2023.
Century Aluminum of South Carolina, Inc.
4 unchanged sentences
Holly to produce at 75 % of full production capacity.
−Removed: CENTURY ALUMINUM COMPANY
−Removed: Condensed Notes to the Consolidated Financial Statements (continued)
−Removed: (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.
10 unchanged sentences
This agreement is effective through December 31, 2024.
+Added: CENTURY ALUMINUM COMPANY
+Added: Condensed Notes to the Consolidated Financial Statements (continued)
+Added: (amounts in millions, except share and per share amounts)
100 % of Vlissingen's work force is represented by the Federation for the Metal and Electrical Industry ("FME"), a Netherlands' employers' organization for companies in the metal, electronics, electrical engineering and plastic sectors.
The FME negotiates working conditions with trade unions on behalf of its members, which, when agreed upon, are then applicable to all employees of Vlissingen.
−Removed: The current labor agreement is effective through November 30, 2022.
−Removed: On September 22, 2022, a new labor agreement was reached which will go into effect on December 1, 2022, and expire on May 31, 2024.
+Added: The current labor agreement is effective through May 31, 2024.
Approximately 42 % of our U.S.
6 unchanged sentences
Contingent obligations
−Removed: We have a contingent obligation in connection with the "unwind" of a contractual arrangement between Century Aluminum of Kentucky ("CAKY"), Big Rivers Electric Corporation and a third party and the execution in July 2009 of a long-term cost-based power contract with Kenergy, a member of a cooperative of Big Rivers.
+Added: We have a contingent obligation in connection with the "unwind" of a contractual arrangement between CAKY, Big Rivers Electric Corporation ("Big Rivers") and a third party and the execution of a long-term cost-based power contract with Kenergy, a member of a cooperative of Big Rivers, in July 2009.
This contingent obligation consists of the aggregate payments made to Big Rivers by the third party on CAKY’s behalf in excess of the agreed upon base amount under the long-term cost-based power contract with Kenergy.
−Removed: As of September 30, 2022, the principal and accrued interest for the contingent obligation was $ 29.1 million, which was fully offset by a derivative asset.
+Added: As of March 31, 2023, the principal and accrued interest for the contingent obligation was $ 29.8 million, which was fully offset by a derivative asset.
We may be required to make installment payments for the contingent obligation in the future.
These payments are contingent based on the LME price of primary aluminum and the level of Hawesville’s operations.
−Removed: As of September 30, 2022, the LME forward market prices do not exceed the threshold for payment.
+Added: As of March 31, 2023, the LME forward market prices do not exceed the threshold for payment.
In addition, based on the current level of Hawesville's operations, including the temporary curtailment, we believe that we will not be required to make payments on the contingent obligation during the term of the agreement, which expires in 2028.
There can be no assurance that circumstances will not change thus accelerating the timing of such payments.
−Removed: CENTURY ALUMINUM COMPANY
−Removed: Condensed Notes to the Consolidated Financial Statements (continued)
−Removed: (amounts in millions, except share and per share amounts)
Components of Accumulated Other Comprehensive Loss
Components of AOCL:
−Removed: September 30, 2022
+Added: March 31, 2023
December 31, 2022
8 unchanged sentences
(1) The allocation of the income tax effect to the components of other comprehensive loss is as follows:
−Removed: September 30, 2022
+Added: March 31, 2023
December 31, 2022
6 unchanged sentences
Defined benefit plan and other postretirement liabilities Unrealized gain (loss) on financial instruments Total, net of tax
−Removed: Balance, July 1, 2022 $ ( 82.6 ) $ 1.7 $ ( 80.9 )
−Removed: Net amount reclassified to net income (loss) ( 7.3 ) 0.0 ( 7.3 )
−Removed: Balance, September 30, 2022
−Removed: $ ( 89.9 ) $ 1.7 $ ( 88.2 )
−Removed: Balance, July 1, 2021 $ ( 118.1 ) $ 1.7 $ ( 116.4 )
−Removed: Net amount reclassified to net income (loss) 1.2 0.0 1.2
−Removed: Balance, September 30, 2021
−Removed: $ ( 116.9 ) $ 1.7 $ ( 115.2 )
−Removed: Balance, December 31, 2021 $ ( 84.0 ) $ 1.7 $ ( 82.3 )
+Added: Balance, January 1, 2023 $ ( 95.6 ) $ 1.6 $ ( 94.0 )
Net amount reclassified to net income (loss) 1.2 ( 0.1 ) 1.1
−Removed: Balance, September 30, 2022
+Added: Balance, March 31, 2023
$ ( 94.4 ) $ 1.5 $ ( 92.9 )
−Removed: Balance, December 31, 2020 $ ( 120.6 ) $ 1.8 $ ( 118.8 )
+Added: Balance, January 1, 2022 $ ( 84.0 ) $ 1.7 $ ( 82.3 )
Net amount reclassified to net income (loss) 0.6 0.0 0.6
−Removed: Balance, September 30, 2021
+Added: Balance, March 31, 2022
$ ( 83.4 ) $ 1.7 $ ( 81.7 )
Reclassifications out of AOCL were included in the consolidated statements of operations as follows:
−Removed: Three months ended September 30,
−Removed: Nine months ended
−Removed: September 30,
+Added: Three months ended March 31,
AOCL Components Location 2023 2022
Defined benefit plan and other postretirement liabilities Cost of goods sold $ 0.8 $ 0.4
−Removed: Other income (expense) - net ( 8.0 ) — ( 8.0 ) —
Selling, general and administrative expenses 0.2 0.1
−Removed: Other operating (income) expense - net 0.2 0.4 0.7 1.2
+Added: Other operating expense - net 0.2 0.2
Income tax effect — ( 0.1 )
8 unchanged sentences
Pension Benefits
−Removed: Three months ended September 30, Nine months ended September 30,
−Removed: 2022 2021 2022 2021
+Added: Three months ended March 31,
Service cost $ 1.1 $ 1.1
5 unchanged sentences
Other Postretirement Benefits
−Removed: Three months ended September 30, Nine months ended September 30,
−Removed: 2022 2021 2022 2021
+Added: Three months ended March 31,
Service cost $ 0.0 $ 0.1
2 unchanged sentences
Amortization of net loss 0.3 0.5
−Removed: Curtailment gain, net ( 8.0 ) — ( 8.0 ) —
Net periodic benefit cost (income) $ 1.0 $ 0.8
−Removed: We measure our obligations under our defined benefit plan and other post retirement benefits annually or more frequently at interim periods when a significant event occurs.
−Removed: ASC 715, Compensation-Retirement Benefits, defines a curtailment as an event that significantly reduces the expected years of future service of present employees or eliminates defined benefits for some or all of a significant number of employees.
−Removed: In the third quarter, we took actions to re-measure certain other postretirement benefits triggered by the Hawesville smelter curtailment, leading to a non-cash OPEB curtailment gain, net totaling $ 8.0 million for the three and nine months ended September 30, 2022.
−Removed: As of September 30, 2022, we had an open position of 148,416 tonnes related to LME forward financial sales contracts to fix the forward LME aluminum price.
−Removed: These contracts are expected to settle monthly through December 2024.
−Removed: We also had an open position of 48,750 tonnes related to MWP forward financial sales contracts to fix the forward MWP price.
+Added: As of March 31, 2023, we had an open position of 70,464 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 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 September 30, 2022, we had 1,014 tonnes related to fixed for floating swaps that will settle monthly through February 2023.
+Added: As of March 31, 2023, we had 2,878 tonnes related to fixed for floating swaps that will settle monthly through November 2023.
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: All of our Nord Pool power price swaps will cash settle monthly through December 2023.
−Removed: 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 September 30, 2022, we had an open position related to the FX swaps of € 37.9 million that will settle monthly through December 2023.
+Added: All of the Nord Pool power price swaps are expected to cash settle monthly through December 2023.
+Added: The Nord Pool power price swaps are settled in Euros, therefore we have entered into financial contracts to hedge the risk of fluctuations associated with the Euro ("FX swaps").
+Added: As of March 31, 2023, we had an open position related to the FX swaps of € 24.5 million that will settle monthly through December 2023.
During the third quarter of 2022, we entered certain floating Nord Pool financial contracts to unwind a portion of our fixed contract position as a result of the recent power agreement amendment, making us predominantly hedged against Nord Pool power price fluctuations during 2023.
−Removed: As of September 30, 2022, we had an open net position of 1,239,497 MWh related to the Nord Pool power price swaps.
−Removed: The pricing relationship between the fixed and floating Nord Pool contracts created a realized gain of $ 16.0 million, which we recognized for the three and nine months ended September 30, 2022.
−Removed: CENTURY ALUMINUM COMPANY
−Removed: Condensed Notes to the Consolidated Financial Statements (continued)
−Removed: (amounts in millions, except share and per share amounts)
+Added: As of March 31, 2023, we had an open net position of 745,908 MWh related to the Nord Pool power price swaps.
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 September 30, 2022, we had an open position of 219,360 MWh.
+Added: As of March 31, 2023, we had an open position of 132,000 MWh.
The Indiana Hub power price swaps are expected to settle monthly through December 2023.
We have entered into forward contracts to hedge the risk of fluctuations associated with the Icelandic Krona (ISK) and Euro for contracts related to the construction of the Grundartangi casthouse denominated in these currencies ("casthouse currency hedges").
−Removed: As of September 30, 2022, we had an open position related to the ISK casthouse swaps of $ 52.0 million that will settle monthly through July 2023.
−Removed: As of September 30, 2022, we had an open position related to the Euro casthouse swaps of $ 13.8 million that will settle monthly through February 2024.
+Added: As of March 31, 2023, we had an open position related to the ISK casthouse swaps of kr 4,346.7 million that will settle monthly through July 2023.
+Added: As of March 31, 2023, we had an open position related to the Euro casthouse swaps of € 7.6 million that will settle monthly through February 2024.
Our agreements with derivative counterparties contain certain provisions requiring collateral to be posted in the event the market value of our position exceeds the margin threshold limit of our master agreement with the counterparty.
−Removed: As of September 30, 2022 and December 31, 2021, the Company had recorded restricted cash of $ 0.0 million and $ 8.6 million, respectively, as collateral related to open derivative contracts under the master arrangements with our counterparties.
−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 September 30, 2022 and December 31, 2021, respectively:
+Added: As of March 31,
+Added: CENTURY ALUMINUM COMPANY
+Added: Condensed Notes to the Consolidated Financial Statements (continued)
+Added: (amounts in millions, except share and per share amounts)
+Added: 2023 and December 31, 2022, the Company had not recorded restricted cash as collateral related to open derivative contracts under the master arrangements with our counterparties.
+Added: The following tables 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 March 31, 2023 and December 31, 2022, respectively:
Asset Fair Value
−Removed: September 30, 2022 December 31, 2021
+Added: March 31, 2023 December 31, 2022
Commodity contracts (1)
3 unchanged sentences
Liability Fair Value
−Removed: September 30, 2022 December 31, 2021
+Added: March 31, 2023 December 31, 2022
Commodity contracts (1)
3 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 September 30, 2022, $ 0.5 million of Due to affiliates, $ 4.5 million of Due to affiliates - less current portion, $ 0.8 million of Due from affiliates, and $ 0.2 million of Due from affiliates - less current portion were related to commodity contracts with Glencore.
+Added: At March 31, 2023, $ 7.1 million of Due to affiliates, and $ 5.9 million of Due to affiliates - less current portion were related to commodity contracts with Glencore.
At December 31, 2022, $ 11.9 million of Due to affiliates, and $ 8.3 million of Due to affiliates - less current portion were related to commodity contract liabilities with Glencore.
(2) Foreign exchange contracts reflect our outstanding FX swaps and the casthouse currency hedges.
−Removed: The following table summarizes the net gain (loss) on forward and derivative contracts:
−Removed: Three months ended September 30,
−Removed: Nine months ended September 30,
−Removed: 2022 2021 2022 2021
+Added: The following table summarizes the net loss on forward and derivative contracts:
+Added: Three months ended March 31,
Commodity contracts (1)
2 unchanged sentences
Total $ ( 57.5 ) $ ( 57.0 )
−Removed: (1) For the three months ended September 30, 2022, $ 13.1 million of the net gain was with Glencore, and for the three months ended September 30, 2021, $ 26.3 million of the net loss was with Glencore.
−Removed: For the nine months ended
−Removed: CENTURY ALUMINUM COMPANY
−Removed: Condensed Notes to the Consolidated Financial Statements (continued)
−Removed: (amounts in millions, except share and per share amounts)
−Removed: September 30, 2022, $ 19.4 million of the net gain was with Glencore, and for the nine months ended September 30, 2021, $ 79.8 million of the net loss was with Glencore.
+Added: (1) For the three months ended March 31, 2023, $ 14.9 million of the net loss was with Glencore, and for the three months ended March 31, 2022, $ 58.9 million of the net loss was with Glencore.
Subsequent Events
−Removed: On October 10, 2022, Grundartangi borrowed € 13.6 million on the Iceland Term Facility.
−Removed: As previously disclosed, our wholly owned subsidiary, Mt.
−Removed: Holly Commerce Park LLC, entered into a binding agreement on August 3, 2022, subject to ordinary course conditions, to sell approximately 133 acres of land.
−Removed: This agreement was terminated on October 28, 2022.
+Added: On May 2, 2023, our newly-formed, wholly-owned subsidiary, Century Aluminum Jamaica Holdings, Inc., a Delaware corporation ("Century Jamaica"), purchased for $ 1.00 a 55 % interest in Jamalco, an unincorporated joint venture engaged in bauxite mining and alumina production in Jamaica.
+Added: The remaining 45 % interest in Jamalco is owned by Clarendon Alumina Production Limited ("CAP"), which in turn is owned by the Government of Jamaica.
FORWARD-LOOKING STATEMENTS
7 unchanged sentences
• Our assessment of power prices and availability for our U.S.
−Removed: and Vlissingen operations;
+Added: and European operations;
• 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;
5 unchanged sentences
Holly smelter, including our expectations as to the restart of curtailed production at Mt.
−Removed: Holly, including the timing, costs and benefits associated with this restart project;
+Added: Holly including the timing, costs and benefits associated with restarting curtailed production;
• Our plans with regards to future operations of our Hawesville smelter, including our expectations as to the timing, costs and benefits associated with restarting curtailed production;
• Our plans and expectations with regards to the Grundartangi casthouse project, including our expectations as to the timing, costs and benefits associated with the Grundartangi casthouse project;
+Added: • Our plans and expectations with respect to the acquisition of a 55% interest in Jamalco, including our expectations as to the costs and benefits associated with this transaction;
• Our ability to successfully obtain and/or retain competitive power arrangements for our operations;
9 unchanged sentences
• Negotiations with current labor unions or future representation by a union of our employees;
−Removed: • Our assessment of any information technology-related risks, including the risks from the previously disclosed February 2022 cyber incursion event;
+Added: • Our assessment of any information technology-related risks, including the risk from cyberattacks or other data security breaches, including the cybersecurity incident that occurred on February 16, 2022;
• Our future business objectives, plans, strategies and initiatives, including our competitive position and prospects.
Where we express an expectation or belief as to future events or results, such expectation or belief is expressed in good faith and believed to have a reasonable basis.
−Removed: However, our forward-looking statements are based on current expectations and
−Removed: 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.
+Added: 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.
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.
4 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.