What changed in this filing

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Item 2. Management’s Discussion and Analysis

2023-05-09 compared with 2022-11-07 · 116 added, 110 removed, 172 unchanged (57% of the section changed)

9 unchanged sentences

Hawesville temporary curtailment

On June 22, 2022, we announced that we would temporarily idle all of our production capacity at our Hawesville smelter, as a direct result of historically high energy costs and declining LME prices.

As part of this action, we issued a notice to most of the employees at the facility pursuant to the Worker Adjustment and Retraining Notification (“WARN”) Act regarding our intentions to temporarily curtail Hawesville plant operations by no later than August 20, 2022.

We have since fully curtailed all of our 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.

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.

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.

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.

We also recognized a non-cash OPEB curtailment gain, net totaling $8.0 million for the three and nine months ended September 30, 2022.

Components of net periodic benefit cost to the consolidated financial statements included herein for additional information.

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.

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.

Acquisition of 55% interest in Jamalco

On May 2, 2023, the Company's wholly-owned subsidiary, Century Aluminum Jamaica Holdings, Inc., acquired for $1.00 a 55% interest in Jamalco, an unincorporated joint venture with Clarendon Alumina Production Limited ("CAP"), which is owned by the Government of Jamaica.

Jamalco is engaged in bauxite mining and alumina refining in Jamaica.

The Company's newly acquired, wholly-owned subsidiary, General Alumina Jamaica Limited, is the manager of the Jamalco joint venture.

Jamalco has alumina production capacity of approximately 1.4 million tons.

Jamalco's operations will be consolidated with Century Aluminum Company in accordance with generally accepted accounting principles in the United States ("U.S.

GAAP"), with CAP's interest in Jamalco reflected as noncontrolling interest.

We anticipate making additional investments in Jamalco to fund Century's proportionate share of capital expenditures.

Pricing of aluminum

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Each of these price components has its own drivers and variability.

The aluminum price is influenced by a number of factors, including global supply-demand balance, inventory levels, speculative activities by market participants, production activities by competitors and political and economic conditions, as well as production costs in major production regions.

These factors can be highly speculative and difficult to predict which can lead to significant volatility in the aluminum price.

The price of aluminum is influenced by a number of factors, including global supply-demand balance, inventory levels, speculative activities by market participants, production activities by competitors and political and economic conditions, as well as production costs in major production regions.

These factors can be highly variable and difficult to predict which can lead to significant volatility in the aluminum price.

Increases or decreases in primary aluminum prices result in increases and decreases in our revenues (assuming all other factors are unchanged).

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Information regarding financial contracts is included in Note 14.

Derivatives and risks associated with such financial contracts are disclosed specifically in our Annual Report on Form 10-K for the fiscal year ended December 31, 2021.

We have seen declines in the pricing of aluminum through the third quarter of 2022, when compared to the aluminum prices that were generally increasing throughout 2021 and during the first quarter of 2022.

The quarterly average LME price for primary aluminum was $3,267 per tonne in the first quarter of 2022, decreasing to $2,882 per tonne for the second quarter of 2022 and then to $2,354 in the third quarter of 2022 compared to annual average of $2,475 per tonne in 2021 and $1,702 per

tonne in 2020.

The quarterly average MWP price was $583 per tonne for the third quarter of 2022, compared to $805 per tonne for the second quarter of 2022, $794 per tonne for the first quarter of 2022, and to annual average of $581 per tonne in 2021 and $267 per tonne in 2020.

The quarterly average EDPP price was $501 per tonne for the third quarter of 2022, compared to $604 per tonne for the second quarter of 2022, $489 per tonne for the first quarter of 2022 and to annual average of $272 per tonne in 2021 and $126 per tonne in 2020.

Derivatives and risks affiliated with such financial contracts are disclosed specifically in our Annual Report on Form 10-K for the fiscal year ended December 31, 2022.

We saw declines in the pricing of aluminum through the first quarter of 2023, when compared to the aluminum prices that were increasing throughout 2021 and peaked during the first quarter of 2022.

The average LME price for primary aluminum was $2,399 per tonne in the first quarter of 2023 compared to $3,267 per tonne in 2022, and $2,475 per tonne in 2021.

The quarterly average MWP price was $618 per tonne for the first quarter of 2023, compared to $794 per tonne in 2022, and $581 per tonne in 2021.

The quarterly average EDPP price was $302 per tonne for the first quarter of 2023, compared to $489 per tonne in 2022, and $272 per tonne in 2021.

Results of Operations

The following discussion for the three and nine months ended September 30, 2022 reflects no change in production capacities, other than the curtailment of the Hawesville smelter, at our operating facilities.

The following discussion for the three months ended March 31, 2023 reflects no change in production capacities, other than the curtailment of the Hawesville smelter, at our operating facilities.

Our net sales are impacted primarily by the LME price for aluminum, regional and value-added premiums, and the volume and product mix of aluminum we ship during the period.

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See “Item 1A.

Risk Factors - Increases in energy costs adversely affect our business, financial position, results of operations and liquidity” in our Annual Report on Form 10-K for the year ended December 31, 2021.

Risk Factors - Increases in energy costs may adversely affect our business, financial position, results of operations and liquidity” in our Annual Report on Form 10-K for the year ended December 31, 2022.

Power costs at our Kentucky plants are impacted by capacity demand charges, which are determined based on available power generating capacity in MISO, from which we purchase energy.

The price of such capacity is set by auction in April.

Our expected capacity demand costs for power are expected to be approximately $11.5 million per quarter after June 1, 2022 (notwithstanding the curtailment at Hawesville), in addition to the market price of power used .

The recent increase in energy costs has adversely affected our business, and is expected to continue to adversely affect our business over the near term until power prices return to more normalized levels and/or LME prices improve.

Increased domestic energy costs have resulted in the curtailment of our Hawesville facility as described above.

The price of such capacity is set by auction annually in April.

Our expected capacity demand costs for power are approximately $11.5 million per quarter through May 31, 2023 (notwithstanding the curtailment at Hawesville), in addition to the market price of power used.

The price of capacity per quarter after June 1, 2023 is expected to be announced during the second quarter.

The increase in energy costs had adversely affected our business in 2022, and resulted in the curtailment of our Hawesville facility as described above.

So far in 2023, energy prices in the U.S.

have reverted to historical levels, while Europe remains elevated.

In Europe, increased energy prices affect both our Grundartangi operations (a portion of our power is linked to the Nord Pool power market) and our Vlissingen facility in the Netherlands, which utilizes natural gas to produce anodes used in our Grundartangi operations.

The energy market in Europe is materially dependent upon imported natural gas from Russia, and the threat of Russia further reducing or terminating natural gas supply to Europe creates uncertainty with respect to the price and availability of natural gas, which could adversely affect operations at Vlissingen, and in turn operations at Grundartangi, if we are not able to source an alternative supply of anodes.

The energy market in Europe has historically been dependent upon imported natural gas from Russia, and the significant reduction in Russian gas supply to Europe creates uncertainty with respect to the price and availability of natural gas, which could adversely affect operations at Vlissingen, and in turn operations at Grundartangi, if we are not able to source an alternative supply of anodes.

In general, our results reflect the market cost of alumina on an approximately three-month lag reflecting the terms of our alumina contracts and inventory levels.

Quarter ended Nine months ended

Quarter ended Three months ended

Sequential Year-to-date

September 30, 2022 June 30, 2022 September 30, 2022 September 30, 2021

March 31, 2023 December 31, 2022 March 31, 2023 March 31, 2022

(in millions, except per share data)

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Total net sales 552.4 529.9 552.4 753.6

Gross profit (loss) (43.0) 15.9 66.1 54.8

Net income (loss) 44.3 37.4 99.4 (227.5)

INCOME (LOSS) PER COMMON SHARE:

Gross profit 48.1 (19.4) 48.1 93.2

Net (loss) income (38.6) (113.5) (38.6) 17.7

(LOSS) INCOME PER COMMON SHARE:

Basic $ (0.42) $ (1.24) $ (0.42) $ 0.18

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134,953 $ 494.8 76,458 $ 247.5 211,411 $ 742.3

117,951 $ 366.6 78,144 $ 207.6 196,095 $ 574.2

112,792 $ 314.0 78,102 $ 180.1 190,894 $ 494.1

116,437 $ 275.6 79,260 $ 164.2 195,697 $ 439.8

(1) Excludes scrap aluminum, purchased aluminum and alumina sales.

Quarter ended Nine months ended

(1) Excludes scrap aluminum sales, purchased aluminum and alumina sales.

Quarter ended Three months ended

Sequential Year-to-date

(in millions) September 30, 2022 June 30, 2022 September 30, 2022 September 30, 2021

(in millions) March 31, 2023 December 31, 2022 March 31, 2023 March 31, 2022

Net sales $ 552.4 $ 529.9 $ 552.4 $ 753.6

Net sales (excluding scrap aluminum, purchased aluminum and alumina sales) decreased by $234.0 million for the three months ended September 30, 2022, compared to the three months ended June 30, 2022, primarily driven by unfavorable LME and premium price realizations of $81.6 million and unfavorable volume of $152.2 million primarily attributable to the full curtailment of our Hawesville smelter.

Net sales (excluding scrap aluminum, purchased aluminum and alumina sales) increased by $676.2 million for the nine months ended September 30, 2022, compared to the nine months ended September 30, 2021, primarily driven by favorable LME and premium price realizations of $569.3 million and favorable volume and sales mix of $106.9 million driven by the restart at our Mt.

Holly facility and higher value-added product premiums, partially offset by full the curtailment of our Hawesville smelter.

Quarter ended Nine months ended

Net sales (excluding scrap aluminum, purchased aluminum and alumina sales) increased by $23.2 million for the three months ended March 31, 2023, compared to the three months ended December 31, 2022, primarily driven by favorable volume and sales mix of $20.7 million and favorable LME and premium price realizations of $3.5 million.

Net sales (excluding scrap aluminum, purchased aluminum and alumina sales) decreased by $211.8 million for the three months ended March 31, 2023, compared to the three months ended March 31, 2022, primarily driven by unfavorable volume and sales mix of $122.6 million, which was driven by the curtailment of our Hawesville smelter, and unfavorable LME and premium price realizations of $89.1 million

Quarter ended Three months ended

Sequential Year-to-date

(in millions) September 30, 2022 June 30, 2022 September 30, 2022 September 30, 2021

(in millions) March 31, 2023 December 31, 2022 March 31, 2023 March 31, 2022

Gross profit (loss) $ 48.1 $ (19.4) $ 48.1 $ 93.2

Gross profit decreased by $58.9 million for the three months ended September 30, 2022, compared to the three months ended June 30, 2022, primarily driven by unfavorable metal price realization of $81.6 million, unfavorable volume mix of $44.9 million primarily attributable to the full curtailment of our Hawesville smelter, and unfavorable power price realization of $29.1 million, partially offset by decreased operating costs of $57.6 million as a result of the full curtailment of our Hawesville smelter and other cost savings from our remaining operating smelters and favorable raw material price realization of $30.3 million.

Gross profit increased by $11.3 million for the nine months ended September 30, 2022 compared to the nine months ended September 30, 2021, primarily driven by favorable metal price realization of $569.3 million and favorable volume and sales mix of $70.2 million driven by the restart at our Mt.

Holly facility and higher value-added product premiums, net of the $27.4 million impact of the full curtailment of our Hawesville smelter.

The change is partially offset by unfavorable raw material price realization of $298.7 million, unfavorable power price realization of $281.8 million and higher operating costs of $48.0 million.

Quarter ended Nine months ended

Sequential Year-to-date

(in millions) September 30, 2022 June 30, 2022 September 30, 2022 September 30, 2021

Asset impairment charge $ — $ 159.4 $ 159.4 $ —

An asset impairment charge of $159.4 million was recognized in the period ended September 30, 2022 as a result of the temporary curtailment of the Hawesville facility, announced during June 2022.

As the curtailment represents a significant adverse change in the extent and manner in which Hawesville will be used, we accordingly evaluated the Hawesville asset group for recoverability which resulted in the recognized impairment charge of $159.4 million.

Quarter ended Nine months ended

Gross profit increased by $67.5 million for the three months ended March 31, 2023, compared to the three months ended December 31, 2022, primarily driven by favorable power price realization of $38.6 million, favorable raw material price realization of $20.5 million, and favorable metal price realization of $3.5 million, offset partially by unfavorable volume and sales mix of $8.6 million.

Gross profit decreased by $45.1 million for the three months ended March 31, 2023 compared to the three months ended March 31, 2022, primarily driven by unfavorable metal price realization of $89.1 million and unfavorable volume and sales mix of $51.5 million, driven by curtailment of our Hawesville smelter.

The change is partially offset by lower operating costs of $38.4 million, favorable power price realization of $36.9 million, and favorable raw material price realization of $10.8 million.

Selling, general and administrative expenses

Quarter ended Three months ended

Sequential Year-to-date

(in millions) September 30, 2022 June 30, 2022 September 30, 2022 September 30, 2021

(in millions) March 31, 2023 December 31, 2022 March 31, 2023 March 31, 2022

Selling, general and administrative expenses $ 13.4 $ 11.3 $ 13.4 $ 11.7

Selling, general and administrative expenses increased by $2.9 million for the three months ended September 30, 2022, compared to the three months ended June 30, 2022, primarily driven by share-based compensation costs as a result of quarter over quarter changes in the Company's stock price.

Selling, general and administrative expenses decreased by $12.8 million for the nine months ended September 30, 2022, compared to the nine months ended September 30, 2021, primarily driven by a reduction in share-based compensation costs during 2022 resulting from the reduction in the Company's stock price year over year.

Quarter ended Nine months ended

Selling, general and administrative expenses increased by $2.1 million for the three months ended March 31, 2023, compared to the three months ended December 31, 2022, primarily driven by share-based compensation costs as a result of quarter over quarter changes in the Company's stock price and incentive payout during the quarter.

Selling, general and administrative expenses increased by $1.7 million for the three months ended March 31, 2023, compared to the three months ended March 31, 2022, primarily driven by incentive payout compared to 2022.

Net loss on forward and derivative contracts

Quarter ended Three months ended

Sequential Year-to-date

(in millions) September 30, 2022 June 30, 2022 September 30, 2022 September 30, 2021

Net gain (loss) on forward and derivative contracts $ 112.6 $ 231.8 $ 287.7 $ (239.2)

For the three months ended September 30, 2022, net gain (loss) on forward and derivative contracts decreased by $119.2 million primarily driven by smaller quarter over quarter decreases in LME, MWP, and Nord Pool forward prices as compared to prior quarter over quarter changes in forward prices.

Net gain (loss) on forward and derivative contracts improved by $526.9 million from a loss of $239.2 million for the nine months ended September 30, 2021 to a gain of $287.7 million for the nine months ended September 30, 2022, primarily driven by decreases in LME and MWP forward prices, and increased gains on Nord Pool derivative contracts due to Nord Pool power forward price increases.

Quarter ended Nine months ended

(in millions) March 31, 2023 December 31, 2022 March 31, 2023 March 31, 2022

Net loss on forward and derivative contracts $ (57.6) $ (90.6) $ (57.6) $ (56.7)

Net loss on forward and derivative contracts improved by $33.0 million for the three months ended March 31, 2023, compared to the three months ended December 31, 2022, primarily driven by decreased losses on LME and Nord Pool forward contracts, attributable to fluctuations in forward pricing and volume of contracts, and decreased losses from MWP derivative contracts, which fully settled in December 2022.

Net loss on forward and derivative contracts increased by $0.9 million for the three months ended March 31, 2023 compared to the three months ended March 31, 2022 primarily driven by increased losses on Nord Pool derivative contracts due to Nord Pool power forward price decreases, offset by improved LME forward prices and decreased losses from MWP derivative contracts, which fully settled in December 2022.

Income tax benefit (expense)

Quarter ended Three months ended

Sequential Year-to-date

(in millions) September 30, 2022 June 30, 2022 September 30, 2022 September 30, 2021

(in millions) March 31, 2023 December 31, 2022 March 31, 2023 March 31, 2022

Income tax benefit (expense) $ 0.2 $ 17.2 $ 0.2 $ (1.7)

For the three months ended September 30, 2022, income tax expense decreased by $21.7 million compared to the three months ended June 30, 2022, primarily driven by higher power prices at Grundartangi and unfavorable LME price realization.

For the nine months ended September 30, 2022, income tax expense increased by $108.4 million compared to the nine months ended September 30, 2021, primarily driven by favorable LME price realization.

Income tax benefit changed by $17.0 million for the three months ended March 31, 2023, compared to the three months ended December 31, 2022, primarily driven by net income from our consolidated U.S.

results, which was attributable to favorable sales volume and pricing.

Income tax changed from to a benefit of $0.2 million for the three months ended March 31, 2023, compared to expense of $1.7 million for the three months ended March 31, 2022, primarily driven by net losses from our foreign operations, attributable to unfavorable price realization and volume mix.

Income Taxes to the consolidated financial statements included herein for additional information.

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and Iceland revolving credit facilities (collectively, the "revolving credit facilities") and have raised capital in the past through public equity and debt markets.

We regularly explore various other financing alternatives.

Our principal uses of cash include the funding of operating costs (including post-retirement benefits), debt service requirements, capital expenditures, investments in our growth activities and in related businesses, working capital and other general corporate requirements.

We believe that cash provided from operations and financing activities will be adequate to cover our operations and business needs over the next twelve months.

As of September 30, 2022, we had cash and cash equivalents of approximately $64.8 million and unused availability under our revolving credit facilities of $136.9 million and Iceland Term Facility of €13.6 million, resulting in a total liquidity position of approximately $215.1 million.

As of March 31, 2023, we had cash and cash equivalents of approximately $30.4 million and unused availability under our revolving credit facilities of $210.6 million (including $90.0 million under the Vlissingen Facility Agreement referred to below) resulting in a total liquidity position of approximately $241.0 million.

Available Cash

Our available cash and cash equivalents balance at September 30, 2022 was $64.8 million compared to $29.0 million at December 31, 2021.

Our available cash and cash equivalents balance at March 31, 2023 was $30.4 million compared to $54.3 million at December 31, 2022.

Sources and Uses of Cash

Our statements of cash flows are summarized below:

Nine Months Ended September 30,

Three months ended March 31,

(in millions)

Net cash provided by (used in) operating activities $ 57.2 $ (12.1)

Net cash (used in) provided by operating activities $ (0.2) $ 37.4

Net cash used in investing activities (14.3) (26.0)

Net cash provided by financing activities 38.2 42.4

Net cash used in financing activities (9.4) (3.9)

Change in cash, cash equivalents and restricted cash $ (23.9) $ 7.5

The change from net cash used in operating activities during the nine months ended September 30, 2021 to net cash provided by operating activities during the nine months ended September 30, 2022 was primarily driven by net income during the first three quarters, partially offset by changes in working capital.

The changes in working capital are primarily attributable to timing of receivable collections, timing of raw material receipts, and pricing increases.

The increase in net cash used in investing activities was primarily due to higher spending on capital projects during the nine months ended September 30, 2022, driven by capital investments in the Mt.

Holly restart project and the Grundartangi casthouse project.

The change in net cash provided by financing activities was primarily due to borrowings under the Grundartangi casthouse debt facility in 2022 as compared to net borrowing on our revolving credit facilities in 2021.

The change from net cash provided by operating activities during the three months ended March 31, 2022 to net cash used in operating activities during the three months ended March 31, 2023 was primarily driven by net loss during the quarter attributable to lower shipments compared to 2022 attributable to the curtailment of our Hawesville smelter, pricing decreases, and timing of payables, partially offset by timing of receivables payment in 2023 compared to 2022.

The decrease in net cash used in investing activities was primarily due to reduced spending on capital projects during the three months ended March 31, 2023, driven by the completion of the Mt.

Holly restart project in 2022 and partially offset by spending on the Grundartangi casthouse project.

The change in net cash used in financing activities was primarily due to a reduction in borrowings under the Grundartangi casthouse debt facility and net repayment on our revolving credit facilities compared to 2022.

Availability Under Our Credit Facilities

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On February 4, 2022, we amended the Iceland revolving credit facility and increased the facility amount to $80.0 million in the aggregate.

September 28, 2022, we further amended the Iceland revolving credit facility and increased the facility amount to $100.0 million in the aggregate.

On September 28, 2022, we further amended the Iceland revolving credit facility and increased the facility amount to $100.0 million in the aggregate.

The Iceland revolving credit facility matures in November 2024.

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decreases in the price of aluminum and/or curtailments of production capacity would decrease our borrowing base by reducing our accounts receivable and inventory balances.

As of September 30, 2022, our U.S.

revolving credit facility had a borrowing base of $190.3 million, $63.5 million in borrowings and $39.9 million in letters of credit outstanding.

As of March 31, 2023, our U.S.

revolving credit facility had a borrowing base of $169.8 million, $63.1 million in borrowings and $41.1 million in letters of credit outstanding with total availability of $65.6 million.

Of the outstanding letters of credit, $27.9 million are related to our power commitments and $13.3 million are primarily for the purpose of securing certain debt and workers’ compensation commitments.

As of September 30, 2022, our Iceland revolving credit facility had a borrowing base of $100.0 million and $50.0 million in outstanding borrowings.

As of September 30, 2022, our credit facilities had $136.9 million of net availability after consideration of our outstanding borrowings and letters of credit.

As of March 31, 2023, our Iceland revolving credit facility had a borrowing base of $100.0 million and $45.0 million in outstanding borrowings, with total availability of $55.0 million.

As of March 31, 2023, our credit facilities (including the Vlissingen Facility Agreement referred to below) had $210.6 million of net availability after consideration of our outstanding borrowings and letters of credit.

We may borrow and make repayments under our credit facilities in the ordinary course based on a number of factors, including the timing of payments from our customers and payments to our suppliers.

Our credit facilities contain customary covenants, including restrictions on mergers and acquisitions, indebtedness, affiliate transactions, liens, dividends and distributions, dispositions of collateral, investments and prepayments of indebtedness, including in the U.S.

including in the U.S.

revolving credit facility, a springing financial covenant that requires us to maintain a fixed charge coverage ratio of at least 1.0 to 1.0 as of any date of determination on which availability under the U.S.

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Our Iceland revolving credit facility contains a covenant that requires Grundartangi to maintain a minimum equity ratio.

As of September 30, 2022, we were in compliance with all such covenants or maintained availability above such covenant triggers.

As of March 31, 2023, we were in compliance with all such covenants or maintained availability above such covenant triggers.

Grundartangi Casthouse Facility

3 unchanged sentences

The Casthouse Facility bears interest at a rate equal to USD LIBOR 3 month plus an applicable margin.

As of September 30, 2022 there were $40.0 million in borrowings outstanding under the Casthouse Facility.

As of March 31, 2023 there were $60.0 million in borrowings outstanding under the Casthouse Facility.

The Casthouse Facility also contains customary covenants, including restrictions on mergers and acquisitions, indebtedness, preservation of assets, and dispositions of assets and contains a covenant that requires Grundartangi to maintain a minimum equity ratio.

As of September 30, 2022, we were in compliance with all such covenants.

As of March 31, 2023, we were in compliance with all such covenants.

Senior Notes and Convertible Senior Notes

15 unchanged sentences

Iceland Term Facility

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.

Under the Iceland Term Facility,

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.

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.

As of September 30, 2022, there were no outstanding borrowings under the Iceland Term Facility.

Our wholly-owned subsidiary, Grundartangi, entered into a Term Facility Agreement with Arion Bank hf, dated September 2022, (the "Iceland Term Facility") to provide for borrowings up to €13.6 million.

Under the Iceland Term Facility, 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.

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.

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.

Vlissingen Facility Agreement

On December 9, 2022, Vlissingen entered into a Facility Agreement with Glencore International AG pursuant to which Vlissingen may borrow from time to time up to $90 million in one or more loans at a fixed interest rate equal to 8.75% per annum and payable on December 2, 2024 (the Vlissingen Facility Agreement").

The obligations under the Vlissingen Facility Agreement are secured by liens on the ground lease on which Vlissingen's facilities are located.

Vlissingen's moveable assets, financial assets, receivables and other assets, and Vlissingen's shares.

The Vlissingen Facility Agreement contains customary covenants, including with respect to mergers, guarantees and preservation and dispositions of assets.

The availability period for borrowings under the Vlissingen Facility Agreement ends December 2, 2024.

Amounts drawn, if any, under the Vlissingen Facility Agreement are expected to be used for general corporate and working capital purposes of Century and its subsidiaries.

As of March 31, 2023, there were no outstanding borrowings under the Vlissingen Facility Agreement.

Supplemental Guarantor Financial Information

The Company has filed a Registration Statement on Form S-3 (the "Universal Shelf Registration Statement") with the SEC pursuant to which the Company may, from time to time, offer an indeterminate amount of securities, which may include securities that are guaranteed by certain of the Company's subsidiaries.

As of September 30, 2022, we have not issued any debt securities pursuant to the Universal Shelf Registration Statement.

As of March 31, 2023, we have not issued any debt securities pursuant to the Universal Shelf Registration Statement.

However, any securities that we may issue in the future may limit our ability, and the ability of certain of our subsidiaries, to pay dividends or make distributions in respect of capital stock.

3 unchanged sentences

all guarantees will be joint and several.

We allocate corporate expenses or income to our subsidiaries and charge interest on certain intercompany balances.

Our foreign subsidiaries, together with Nordural US LLC, Century Aluminum Development LLC and Century Aluminum of West Virginia, Inc., are collectively referred to as the "Non-Guarantor Subsidiaries." We allocate corporate expenses or income to our subsidiaries and charge interest on certain intercompany balances.

The following summarized financial information of both the Company and the Guarantor Subsidiaries ("Guarantors") is presented on a combined basis.

1 unchanged sentence

The Company’s or Guarantors’ amounts due from, amounts due to, and transactions with the Non-Guarantors are disclosed below:

September 30, 2022 December 31, 2021

March 31, 2023 December 31, 2022

Current assets $ 305.3 $ 305.7

2 unchanged sentences

Non-current liabilities 483.0 487.1

Nine Months Ended September 30, 2022

Three months ended March 31, 2023

Net sales $ 342.3

2 unchanged sentences

Net income (loss) (38.6)

As of September 30, 2022 and December 31, 2021, an intercompany receivable due to the Company and Guarantors from the Non-Guarantors totaled $ 6.4 million and $15.1 million, respectively, and an intercompany non-current loan due to the Company from the Non-Guarantors totaled $ 498.6 million and $544.2 million, respectively.

As of March 31, 2023 and December 31, 2022, an intercompany receivable due to the Company and Guarantors from the Non-Guarantors totaled $ 11.4 million and $18.2 million, respectively, and an intercompany non-current loan due to the Company from the Non-Guarantors totaled $ 435.4 million and $466.3 million, respectively.

Contingent Commitments

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This contingent obligation consists of the aggregate payments made to Big Rivers by the third party on CAKY’s behalf in excess of the agreed upon base amount under the long-term cost-based power contract with Kenergy.

As of September 30, 2022, the principal and accrued interest for the contingent obligation was $29.1 million, which was fully offset by a derivative asset.

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.

As of September 30, 2022, based on the LME forward market prices and our expected level of Hawesville operations, 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.

As of March 31, 2023, based on the LME forward market prices and our expected level of Hawesville operations, 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.

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Under certain circumstances, in periods of lower primary aluminum prices relative to our cost of operations, we were able to defer one or more of these payments, provided that we provide the PBGC with acceptable security for such deferred payments.

We did not make any contributions for the three months ended September 30, 2022, and 2021.

We did not make any contributions for the three months ended March 31, 2023, and 2022.

We historically elected to defer certain payments under the PBGC Settlement Agreement and provided the PBGC with the appropriate security.

In October 2021, we amended the PBGC Settlement Agreement 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.

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 four years beginning on November 30, 2022 and ending on November 30, 2025, subject to acceleration if certain terms and conditions are met in such amendment.

As of March 31, 2023, we made contributions of $2.4 million related to the Amended PBGC Settlement Agreement.

Section 232 Aluminum Tariff

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In July 2022, the International Trade Commission (ITC) initiated a review of the Section 301 and 232 duties as required by law every four years.

The process will conclude no later than March 15, 2023.

On March 15, 2023, the ITC submitted a report to the United States Congress entitled, 'Economic Impact of Section 232 and 301 Tariffs on U.S.

Industries,' in which the ITC found that the tariffs increased the production of domestic aluminum while causing prices to increase by less than two percent.

Accordingly, we do not believe there will be any material changes to the current tariffs in the near future.

On January 17, 2023, our wholly owned subsidiary, Mt.

Holly Commerce Park LLC, entered into a binding agreement, subject to ordinary course conditions, to sell approximately 133 acres of land for approximately $28.5 million.

We previously formed the commerce park, located near our Mt.

Holly smelter, to develop excess land at the site and to assist the county with bringing additional business and commerce to the area.

During 2021, we initiated efforts to restart the curtailed capacity at our Mt.

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The Grundartangi casthouse project will be fully funded through the Casthouse Facility.

The project is progressing and is expected to be completed on-time, subject to market conditions.

In 2011, our Board of Directors approved a $60.0 million common stock repurchase program and subsequently increased this program by $70.0 million in the first quarter of 2015.

The timing and amount of any shares repurchased will be determined by our management based on its evaluation of market conditions, the trading price of our common stock and other factors.

The project is progressing and is expected to ship first billets out of the casthouse in the first quarter of 2024, subject to market conditions.

In 2011, our Board of Directors authorized a $60.0 million common stock repurchase program and during the first quarter of 2015, our Board of Directors increased the size of the program by $70.0 million.

Under the program, Century is authorized to repurchase up to $130.0 million of our outstanding shares of common stock, from time to time, on the open market at prevailing market prices, in block trades or otherwise The timing and amount of any shares repurchased will be determined by our management based on its evaluation of market conditions, the trading price of our common stock and other factors.

We made no repurchases during the years ended 2020, 2021, and 2022.

As of September 30, 2022, we had $43.7 million remaining under the repurchase program authorization.

As of March 31, 2023, we had $43.7 million remaining under the repurchase program authorization.

The repurchase program may be expanded, suspended or discontinued by our Board, in its sole discretion, at any time.

In November 2009, Century Aluminum of West Virginia, Inc.

("CAWV") filed a class action complaint for declaratory judgment against the United Steel, Paper and Forestry, Rubber, Manufacturing, Energy, Allied Industrial and Service Workers International Union ("USW"), the USW’s local and certain CAWV retirees, individually and as class representatives ("CAWV Retirees"), seeking a declaration of CAWV’s rights to modify/terminate retiree medical benefits.

Retirees"), seeking a declaration of CAWV’s rights to modify/terminate retiree medical benefits.

Later in November 2009, the USW and representatives of a retiree class filed a separate suit against CAWV, Century Aluminum Company, Century Aluminum Master Welfare Benefit Plan, and various John Does with respect to the foregoing.

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Upon approval of the settlement, we paid $5.0 million to the aforementioned trust in September 2017 and agreed to pay the remaining amounts under the settlement agreement in annual increments of $2.0 million for nine years.

At September 30, 2022, we had $2.0 million in other current liabilities and $4.7 million in other liabilities related to this agreement.

At March 31, 2023, we had $2.0 million in other current liabilities and $4.9 million in other liabilities related to this agreement.

We are a defendant in several actions relating to various aspects of our business.

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and international markets and economies may adversely affect our liquidity, our ability to access the debt or capital markets and our financial condition.

Capital expenditures incurred for the nine months ended September 30, 2022 were $14.6 million, excluding expenditures of $16.2 million associated with the restart project at Mt.

Holly and $28.5 million associated with the Grundartangi casthouse project.

We estimate our total capital spending in 2022, excluding the Mt.

Holly restart project and the Grundartangi casthouse project, will be approximately $25.0 to $30.0 million related to our ongoing investment and sustainability projects at our plants.

Capital expenditures incurred for the three months ended March 31, 2023 were $2.8 million, excluding expenditures of $10.8 million associated with the Grundartangi casthouse project.

We estimate our total capital spending in 2023, excluding the Grundartangi casthouse project and Jamalco acquisition, will be approximately $20 to $30 million, related to our ongoing investment and sustainability projects at our plants.

We anticipate making additional investments in Jamalco to fund Century's proportionate share of capital expenditures.

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-Q

Item 2. Management’s Discussion and Analysis