What changed in this filing

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Item 1. Financial Statements

2023-08-09 compared with 2023-05-09 · 354 added, 200 removed, 505 unchanged (52% of the section changed)

3 unchanged sentences

(in millions, except per share amounts)

Three months ended March 31,

Three months ended

June 30, Six months ended

2023 2022 2023 2022

Related parties $ 427.2 $ 483.5 $ 839.4 $ 916.6

4 unchanged sentences

Selling, general and administrative expenses 12.0 5.8 25.4 17.5

Asset impairment — 159.4 — 159.4

Other operating expense - net 4.6 0.2 11.8 0.4

Operating income 27.5 81.3

Operating (loss) income ( 0.7 ) ( 149.5 ) 26.8 ( 68.2 )

Interest expense ( 8.7 ) ( 5.7 ) ( 17.4 ) ( 13.0 )

Interest income 0.4 0.0 0.7 0.1

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

Net gain (loss) on forward and derivative contracts 9.1 231.8 ( 48.5 ) 175.1

Other (expense) income - net ( 3.5 ) 3.1 ( 3.8 ) 5.1

1 unchanged sentence

Income tax benefit (expense) 10.0 ( 42.3 ) 10.2 ( 44.0 )

Net (loss) income $ ( 38.6 ) $ 17.7

Income (loss) before equity in earnings of joint ventures 6.6 37.4 ( 32.0 ) 55.1

Equity in (losses) earnings of joint ventures 0.0 — 0.0 —

Net income (loss) 6.6 37.4 ( 32.0 ) 55.1

Net loss attributable to noncontrolling interests ( 0.9 ) — ( 0.9 ) —

Net income (loss) attributable to Century stockholders 7.5 37.4 ( 31.1 ) 55.1

net income allocated to participating securities 0.4 2.3 — 3.3

Net (loss) income allocated to common stockholders $ ( 38.6 ) $ 16.6

(LOSS) INCOME PER COMMON SHARE:

Net income (loss) allocated to common stockholders $ 7.1 $ 35.1 $ ( 31.1 ) $ 51.8

INCOME (LOSS) ATTRIBUTABLE TO CENTURY STOCKHOLDERS PER COMMON SHARE:

Basic $ 0.08 $ 0.38 $ ( 0.34 ) $ 0.57

3 unchanged sentences

Diluted 93.2 97.6 92.3 97.9

See condensed notes to consolidated financial statements

See Condensed Notes to the Consolidated Financial Statements

CENTURY ALUMINUM COMPANY

CONSOLIDATED STATEMENTS OF COMPREHENSIVE (LOSS) INCOME

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

(in millions)

Three months ended March 31,

Comprehensive (loss) income:

Net (loss) income $ ( 38.6 ) $ 17.7

Other comprehensive (loss) income before income tax effect:

Three months ended

June 30, Six months ended

2023 2022 2023 2022

Comprehensive income (loss):

Net income (loss) $ 6.6 $ 37.4 $ ( 32.0 ) $ 55.1

Other comprehensive income before income tax effect:

Net (loss) income on foreign currency cash flow hedges reclassified as income 0.0 ( 0.1 ) ( 0.1 ) ( 0.1 )

Defined benefit plans and other postretirement benefits:

Amortization of prior service benefit during the period ( 0.0 ) ( 0.4 )

Amortization of prior service benefit (cost) during the period 0.1 ( 0.5 ) 0.1 ( 0.9 )

Amortization of net gain during the period 2.1 1.4 3.3 2.5

2 unchanged sentences

Other comprehensive income 2.2 0.8 3.3 1.4

Total comprehensive (loss) income $ ( 37.5 ) $ 18.3

See condensed notes to consolidated financial statements

Comprehensive income (loss) 8.8 38.2 ( 28.7 ) 56.5

Comprehensive loss attributable to noncontrolling interests ( 0.9 ) — ( 0.9 ) —

Comprehensive income (loss) attributable to Century stockholders $ 9.7 $ 38.2 $ ( 27.8 ) $ 56.5

See Condensed Notes to the Consolidated Financial Statements

CENTURY ALUMINUM COMPANY

1 unchanged sentence

(in millions)

March 31, 2023 December 31, 2022

June 30, 2023 December 31, 2022

Cash and cash equivalents $ 50.6 $ 54.3

7 unchanged sentences

Property, plant and equipment - net 860.8 744.4

Deferred tax assets 110.8 0.2

Other assets 75.7 49.6

2 unchanged sentences

Accounts payable, trade $ 191.2 $ 167.3

Accrued compensation and benefits 42.3 33.0

Due to affiliates 13.8 17.0

1 unchanged sentence

Derivative liabilities 3.6 9.7

Accrued employee benefits costs 9.9 9.9

Deferred credit - preliminary bargain purchase gain 103.3 —

Iceland Term Facility 8.6 13.3

7 unchanged sentences

Iceland term facility, net of current portion — 1.2

Accrued pension benefits costs - less current portion 41.8 44.5

Accrued postretirement benefits costs - less current portion 67.2 67.6

Accrued benefits - less current portion 116.8 118.0

Other liabilities 11.1 10.5

1 unchanged sentence

Due to affiliates - less current portion 1.5 8.3

Deferred taxes 103.7 103.1

Deferred tax liabilities 93.0 103.1

Asset retirement obligations 124.1 19.6

Total noncurrent liabilities 769.1 662.0

7 unchanged sentences

Accumulated deficit ( 1,992.1 ) ( 1,961.0 )

Total shareholders’ equity 362.4 399.3

Total Century shareholders’ equity 372.9 399.3

Noncontrolling interest 31.9 —

Total equity $ 404.8 $ 399.3

TOTAL $ 1,747.3 $ 1,472.0

See condensed notes to consolidated financial statements

See Condensed Notes to the Consolidated Financial Statements

CENTURY ALUMINUM COMPANY

1 unchanged sentence

(in millions)

Three months ended March 31,

Six months ended June 30,

CASH FLOWS FROM OPERATING ACTIVITIES:

1 unchanged sentence

Adjustments to reconcile net (loss) income to net cash (used in) provided by operating activities:

Unrealized loss on derivative instruments 64.4 35.5

Unrealized loss (gain) on derivative instruments 66.3 ( 217.5 )

Lower of cost or NRV inventory adjustment — 52.8

1 unchanged sentence

Deferred tax (benefit) provision ( 12.6 ) 41.9

Asset impairment — 159.4

Other non-cash items - net 3.7 ( 9.0 )

Change in operating assets and liabilities:

Change in operating assets and liabilities, net of acquisition:

Accounts receivable - net 26.0 ( 41.6 )

10 unchanged sentences

Proceeds from sales of property, plant and equipment — 0.1

Acquisition of subsidiary net of cash acquired 19.4 —

Net cash used in investing activities ( 17.2 ) ( 51.7 )

5 unchanged sentences

Borrowings under Grundartangi casthouse debt facility 20.0 40.0

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

Net cash provided by (used in) financing activities 25.1 ( 25.1 )

CHANGE IN CASH, CASH EQUIVALENTS AND RESTRICTED CASH 6.0 ( 8.2 )

1 unchanged sentence

Cash, cash equivalents and restricted cash, end of period $ 61.5 $ 32.5

CENTURY ALUMINUM COMPANY

CONSOLIDATED STATEMENTS OF CASH FLOWS

(in millions)

Six months ended June 30,

Supplemental Cash Flow Information:

5 unchanged sentences

Capitalized interest 2.3 2.9

See condensed notes to consolidated financial statements

See Condensed Notes to the Consolidated Financial Statements

CENTURY ALUMINUM COMPANY

2 unchanged sentences

Preferred stock Common stock Additional paid-in capital Treasury stock, at cost Accumulated other comprehensive loss Accumulated

deficit Total shareholders’ equity

deficit Total Century Equity Noncontrolling Interest Total equity

Shares Amount Shares Amount

Three months ended

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

June 30, 2023

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 $ — $ 362.4

Net income (loss) — — — — — — — 7.5 7.5 $ ( 0.9 ) 6.6

1 unchanged sentence

Share-based compensation — — 19,735 0.0 0.8 — — — 0.8 $ — 0.8

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

Conversion of preferred stock to common stock ( 148 ) 0.0 14,836 0.0 — — — — 0.0 $ — 0.0

Noncontrolling interest of business acquired — — — — — — — — — $ 32.8 32.8

Balance, June 30, 2023 53,706 $ 0.0 92,358,549 $ 1.0 $ 2,541.0 $ ( 86.3 ) $ ( 90.7 ) $ ( 1,992.1 ) $ 372.9 $ 31.9 $ 404.8

Three months ended

March 31, 2022

June 30, 2022

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 $ — $ 439.8

Net income — 0.0 — — — — — 37.4 37.4 — 37.4

Other comprehensive income — — — — — — 0.8 — 0.8 — 0.8

Share-based compensation — 0.0 22,128 0.0 1.0 — — — 1.0 — 1.0

Conversion of preferred stock to common stock ( 166 ) 0.0 16,635 0.0 0.0 — — — 0.0 — 0.0

Balance, June 30, 2022 58,376 $ 0.0 91,270,374 $ 1.0 $ 2,537.0 $ ( 86.3 ) $ ( 80.9 ) $ ( 1,891.8 ) $ 479.0 $ — $ 479.0

See Condensed Notes to the Consolidated Financial Statements

CENTURY ALUMINUM COMPANY

CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY

(in millions, except share data)

Preferred stock Common stock Additional paid-in capital Treasury stock, at cost Accumulated other comprehensive loss Accumulated

deficit Total Century Equity Noncontrolling Interest Total equity

Shares Amount Shares Amount

Six months ended

June 30, 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 $ — $ 399.3

Net income (loss) — — — — — — — 17.7 17.7

Net loss — — — — — — — ( 31.1 ) ( 31.1 ) ( 0.9 ) ( 32.0 )

Other comprehensive income — — — — — — 3.3 — 3.3 — 3.3

Share-based compensation — — 19,735 0.0 1.4 — — — 1.4 — 1.4

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

Conversion of preferred stock to common stock ( 148 ) 0.0 14,836 0.0 — — — — — — 0.0

Noncontrolling interest of business acquired — — — — — — — — — 32.8 32.8

Balance, June 30, 2023 53,706 $ 0.0 92,358,549 $ 1.0 $ 2,541.0 $ ( 86.3 ) $ ( 90.7 ) $ ( 1,992.1 ) $ 372.9 $ 31.9 $ 404.8

Six months ended

June 30, 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 $ — $ 421.0

Net income — — — — — — — 55.1 55.1 — 55.1

Other comprehensive income — — — — — — 1.4 — 1.4 — 1.4

Share-based compensation — 0.0 22,128 0.0 1.5 — — — 1.5 — 1.5

Conversion of preferred stock to common stock ( 166 ) — 16,635 — 0.0 — — — 0.0 — 0.0

Balance, June 30, 2022 58,376 $ 0.0 91,270,374 $ 1.0 $ 2,537.0 $ ( 86.3 ) $ ( 80.9 ) $ ( 1,891.8 ) $ 479.0 $ — $ 479.0

See Condensed Notes to the Consolidated Financial Statements

CENTURY ALUMINUM COMPANY

Condensed Notes to the Consolidated Financial Statements

Three months ended March 31, 2023 and 2022

Six months ended June 30, 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.

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.

Operating results for the first six 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.

Our consolidated financial statements include the consolidated results of the Jamalco joint venture, an unincorporated joint venture between the Company and Clarendon Alumina Production Limited.

Clarendon Alumina Production's interest in the joint venture is reflected as noncontrolling interest on the accompanying Consolidated Balance Sheet.

Acquisition of Jamalco

On May 2, 2023, our wholly-owned subsidiary, Century Aluminum Jamaica Holdings, Inc.

("Century Jamaica"), completed the acquisition of all the outstanding share capital of General Alumina Holdings Limited, the holder of a 55 % interest in Jamalco JV ("Jamalco"), an unincorporated joint venture engaged in bauxite mining and alumina production in Jamaica.

The remaining 45 % interest in Jamalco is owned by Clarendon Alumina Production Limited ("CAP"), which in turn is owned by the Government of Jamaica.

Total consideration for the acquisition was approximately $ 8.3 million in cash, comprised of a purchase price of $ 1.00 and $ 8.3 million related to the remaining restricted cash as of the completion date.

The acquisition is expected to result in a bargain purchase gain in part due to the seller experiencing financial distress following curtailment of Jamalco's operations in the second half of 2021 due to a facility fire, with operations restarting in the second half of 2022.

The acquisition was accounted for as a business combination under the acquisition method of accounting.

Determining the fair value of identified assets acquired, liabilities assumed and noncontrolling interest requires judgment and involves the use of significant estimates and assumptions.

The Company based its fair value estimates on assumptions it believes to be reasonable but are inherently uncertain.

These estimates and valuation of the property, plant and equipment, current assets, current liabilities, other long-term assets, deferred tax assets, including the realizability of deferred tax assets, and asset retirement obligations acquired as well as the related deferred credit and noncontrolling interest are preliminary as of June 30, 2023 and are subject to change as we finalize the valuation or if additional information about the facts and circumstances that existed at the acquisition date become available.

We expect to finalize the purchase price allocation as soon as practicable within the measurement period, but not later than one year following the acquisition date.

CENTURY ALUMINUM COMPANY

Condensed Notes to the Consolidated Financial Statements (continued)

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

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

Preliminary purchase price allocation Amount

Consideration transferred

Cash paid $ 8.3

Total consideration transferred $ 8.3

identifiable assets acquired and liabilities assumed

Cash and cash equivalents $ 19.4

Restricted cash 8.3

Inventories 93.4

Accounts receivable - net 8.0

Prepaid and other current assets 7.7

Property, plant and equipment - net 102.2

Deferred tax assets 108.1

Other long-term assets 25.5

Accounts payable, trade ( 92.9 )

Accrued and other current liabilities ( 33.9 )

Asset retirement obligations ( 101.4 )

Total identifiable net assets acquired 144.4

noncontrolling interest ( 32.8 )

Deferred credit - preliminary bargain purchase gain ( 103.3 )

Fair value allocated to net assets acquired, net of bargain purchase gain $ 8.3

For the three and six months ended June 30, 2023, Jamalco contributed $ 43.7 million to our total revenues.

In connection with the acquisition, the Company incurred approximately $ 0.7 million and $ 1.6 million of transaction costs, respectively, for the three and six months ended June 30, 2023 which are included in selling, general and administrative expenses on the Consolidated Statements of Operations.

The following unaudited pro forma financial information reflects the results of operations of the Company for the three and six months ended June 30, 2023 and 2022, respectively, as if the acquisition of Jamalco had been completed on January 1, 2022.

This unaudited pro forma financial information has been prepared for informational purposes and is not necessarily indicative of the actual consolidated results of operations had the acquisition been completed on January 1, 2022, nor is the information indicative of future results of operations of the combined companies.

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

2023 2022 2023 2022

Revenue $ 595.3 $ 856.6 $ 1,177.6 $ 1,610.2

Earnings $ 6.7 $ 36.1 $ ( 33.0 ) $ 62.4

Curtailment of Operations - Hawesville

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

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.

CENTURY ALUMINUM COMPANY

Condensed Notes to the Consolidated Financial Statements (continued)

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

For the three and six months ended June 30, 2023, we incurred curtailment charges of approximately $ 4.4 million and $ 11.4 million, including $ 3.6 million and $ 9.0 million related to excess capacity charges, respectively.

These charges were partially offset by income related to scrap and materials sales of $ 0.5 million and $ 1.2 million for the three and six months ended June 30, 2023.

Comparatively, for the three and six months ended June 30, 2022 we recognized $ 8.2 million of expenses related to accrued wages and severance, triggered by our issuance of the WARN notice.

Related Party Transactions

The significant related party transactions occurring during the three months ended March 31, 2023 and 2022 are described below.

The significant related party transactions occurring during the six months ended June 30, 2023 and 2022 are described below.

We believe all of our transactions with related parties are at prices that approximate market.

Glencore Ownership

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.

As of June 30, 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.

1 unchanged sentence

Sales to Glencore

For the three months ended March 31, 2023 and 2022, we derived approximately 75 % and 57 % of our consolidated net sales from Glencore, respectively.

For the three months ended June 30, 2023 and 2022, we derived approximately 74 % 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.

For the three months ended March 31, 2023, we recorded $ 21.0 million of revenue related to alumina sales to Glencore.

There were no alumina sales to Glencore during the three months ended March 31, 2022.

CENTURY ALUMINUM COMPANY

Condensed Notes to the Consolidated Financial Statements (continued)

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

For the three and six months ended June 30, 2023, we recorded $ 65.8 million and $ 86.8 million of revenue related to alumina sales to Glencore, respectively.

For the three and six months ended June 30, 2022, we recorded $ 13.9 million of revenue related to alumina sales to Glencore.

Purchases from Glencore

We purchase a portion of our alumina and certain other raw material requirements from Glencore.

Alumina purchases from Glencore during the three months ended March 31, 2023 were priced based on published alumina and aluminum indices as well as fixed prices.

Alumina purchases from Glencore during the three months ended June 30, 2023 were priced based on published alumina and aluminum indices as well as fixed prices.

Financial Contracts with Glencore

3 unchanged sentences

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.

See Note 10 .

Deb t for additional information.

Debt for additional information.

Borrowings under the Vlissingen Facility Agreement are expected to be used for general corporate and working capital purposes of Century and its subsidiaries.

A summary of the aforementioned significant related party transactions is as follows:

Three months ended March 31,

CENTURY ALUMINUM COMPANY

Condensed Notes to the Consolidated Financial Statements (continued)

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

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

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

2023 2022 2023 2022

Net sales to Glencore $ 427.2 $ 483.5 $ 839.4 $ 916.6

Purchases from Glencore (1)

75.2 172.8 151.4 227.3

(1) Includes settlements of financial contract positions.

We disaggregate our revenue by geographical region as follows:

Net Sales Three months ended March 31,

Net Sales Three months ended June 30, Six months ended June 30,

2023 2022 2023 2022

United States $ 319.5 $ 583.4 $ 661.8 $ 1,089.5

Iceland 212.3 273.2 422.4 520.7

Jamaica 43.7 — 43.7 —

Total $ 575.5 $ 856.6 $ 1,127.9 $ 1,610.2

CENTURY ALUMINUM COMPANY

Condensed Notes to the Consolidated Financial Statements (continued)

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

Fair Value Measurements

4 unchanged sentences

Unobservable inputs are developed using the best information available about the assumptions that market participants would use when pricing the asset or liability.

CENTURY ALUMINUM COMPANY

Condensed Notes to the Consolidated Financial Statements (continued)

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

The fair value hierarchy provides transparency regarding the inputs we use to measure fair value.

3 unchanged sentences

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

Recurring Fair Value Measurements As of March 31, 2023

Recurring Fair Value Measurements As of June 30, 2023

Cash equivalents $ 5.8 $ — $ — $ 5.8

13 unchanged sentences

These trust assets are held to fund the non-qualified supplemental executive pension benefit obligations for certain of our officers.

The following section describes the valuation techniques and inputs for fair value measurements categorized within Level 2 or Level 3 of the fair value hierarchy:

CENTURY ALUMINUM COMPANY

1 unchanged sentence

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

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:

Level 2 Fair Value Measurements:

8 unchanged sentences

ISK/USD forward exchange rate

NYMEX Henry Hub natural gas price swaps Discounted cash flows Quoted NYMEX Henry Hub forward market

When valuing Level 3 assets and liabilities, we use certain significant unobservable inputs.

3 unchanged sentences

Recurring Level 3 Fair Value Measurements:

As of March 31, 2023

As of June 30, 2023

As of December 31, 2022

7 unchanged sentences

The following table presents the fair value reconciliation of Level 3 assets and liabilities measured at fair value on a recurring basis.

For the three months ended March 31, 2023

There was no activity related to Level 3 assets and liabilities measured at fair value on a recurring basis for the three months ended June 30, 2023.

Level 3 Assets Level 3 Liabilities

For the three months ended June 30, 2022

LME Forward financial sales contracts LME forward financial sales contracts Casthouse currency hedges

Balance as of April 1, 2022 $ — $ ( 16.7 ) $ —

Total realized/unrealized gains (losses)

Included in net income (1)

Transfers into Level 3 (2)

Balance as of June 30, 2022

$ 1.6 $ ( 3.8 ) $ 0.0

Change in unrealized gains (losses) (1)

$ — $ 12.9 $ 0.0

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

(2) Transfers into Level 3 due to period of time remaining in derivative contract.

For the six months ended June 30, 2023

Level 3 Assets Level 3 Liabilities

LME forward financial sales contracts LME forward financial sales contracts

Balance as of December 31, 2022 $ 1.8 $ ( 4.6 )

Balance as of January 1, 2023 $ 1.8 $ ( 4.6 )

Transfers out of Level 3 (1)

Balance as of March 31, 2023

Balance as of June 30, 2023

Change in unrealized gains (losses) (2)

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

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

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

Level 3 Assets Level 3 Liabilities

For the three months ended March 31, 2022

Nord Pool Swaps LME forward financial sales contracts FX Swaps

Balance as of December 31, 2021 $ 0.2 $ ( 5.1 ) $ ( 0.2 )

For the six months ended June 30, 2022

LME forward financial sales contracts Nord Pool Swaps LME forward financial sales contracts FX Swaps Casthouse currency hedges

Balance as of January 1, 2022 $ — $ 0.2 $ ( 5.1 ) $ ( 0.2 ) $ —

Total realized/unrealized loss

Included in net income (loss) (1)

Included in net income (1)

$ — $ — $ 3.8 $ — $ —

Transfers into Level 3 (2)

$ 1.6 $ — $ ( 2.5 ) $ — $ —

Transfers out of Level 3 (3)

$ — $ ( 0.2 ) $ — $ 0.2 $ —

Balance as of March 31, 2022

Balance as of June 30, 2022

$ 1.6 $ — $ ( 3.8 ) $ — $ —

1 unchanged sentence

$ — $ — $ 3.8 $ — $ —

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

(2) Transfers into Level 3 due to contracts with applied discount rate entered into during the three months ended March 31, 2022.

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

(2) Transfers into Level 3 due to contracts with applied discount rate entered into during the six months ended June 30, 2022.

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

(Loss) Earnings Per Share

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.

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)

For the three months ended March 31,

Net Loss Shares

Earnings Per Share

Basic earnings 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.

Diluted EPS amounts assume the issuance of common stock for all potentially dilutive securities.

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

For the three months ended June 30,

Net Income (Loss) Shares

(in millions)

Per Share Net Income Shares

Per Share Net Income (Loss) Shares

(in millions)

Net (loss) income $ ( 38.6 ) $ 17.7

Net income attributable to Century stockholders $ 7.5 $ 37.4

net income allocated to participating securities 0.4 2.3

Net income allocated to common stockholders $ 7.1 92.3 $ 0.08 $ 35.1 91.2 $ 0.38

Effect of Dilutive Securities (1) :

Share-based compensation ( 0.2 ) 0.9 ( 0.3 ) 1.6

Convertible senior notes — — 0.7 4.8

Net income allocated to common stockholders with assumed conversion $ 6.9 93.2 $ 0.07 $ 35.5 97.6 $ 0.36

For the six months ended June 30,

Net Income (Loss) Shares

(in millions)

Per Share Net Income (Loss) Shares

(in millions)

Net (loss) income attributable to Century stockholders $ ( 31.1 ) $ 55.1

net income allocated to participating securities — 3.3

Net (loss) income allocated to common stockholders $ ( 31.1 ) 92.3 $ ( 0.34 ) $ 51.8 91.2 $ 0.57

3 unchanged sentences

Net (loss) income allocated to common stockholders with assumed conversion $ ( 31.1 ) 92.3 $ ( 0.34 ) $ 52.7 97.9 $ 0.54

Three months ended March 31,

CENTURY ALUMINUM COMPANY

Condensed Notes to the Consolidated Financial Statements (continued)

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

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

Securities excluded from the calculation of diluted EPS (in millions) (1) :

Share-based compensation - TVPSU 0.6 —

Share-based compensation - PSU 0.3 0.7

2023 2022 2023 2022

Share-based compensation — — 0.9 —

Convertible preferred shares 5.4 5.9 5.4 5.9

2 unchanged sentences

Shareholders’ Equity

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.

As of June 30, 2023 and December 31, 2022, we had 195,000,000 shares of common stock, $ 0.01 cent par value per share, authorized under our Restated Certificate of Incorporation, of which 99,545,070 shares were issued and 92,358,549 shares were outstanding at June 30, 2023, and 99,510,499 were issued and 92,323,978 shares were outstanding at December 31, 2022.

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

Preferred Stock

As of 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.

As of June 30, 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

CENTURY ALUMINUM COMPANY

Condensed Notes to the Consolidated Financial Statements (continued)

(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.

At March 31, 2023 and December 31, 2022, 53,854 shares were outstanding.

At June 30, 2023 and December 31, 2022, 53,706 and 53,854 shares of Series A Convertible Preferred Stock were outstanding, respectively.

The issuance of common stock under our stock incentive programs, debt exchange transactions and any stock offering that excludes Glencore participation triggers anti-dilution provisions of the preferred stock agreement and results in the automatic conversion of Series A Convertible Preferred Stock shares into shares of common stock.

1 unchanged sentence

Our Series A Convertible Preferred Stock has a par value of $ 0.01 per share.

There were no preferred stock conversions during the three months ended March 31, 2023 and March 31, 2022.

Stock Repurchase Program

4 unchanged sentences

Shares of common stock repurchased are recorded at cost as treasury stock and result in a reduction of shareholders’ equity in the Consolidated Balance Sheets.

From time to time, treasury shares may be reissued as contributions to our employee benefit plans and for the conversion of convertible preferred stock.

From time to time, treasury shares may be reissued as contributions to our employee

CENTURY ALUMINUM COMPANY

Condensed Notes to the Consolidated Financial Statements (continued)

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

benefit plans and for the conversion of convertible preferred stock.

When shares are reissued, we use an average cost method for determining cost.

The difference between the cost of the shares and the reissuance price is added to or deducted from additional paid-in capital.

We have repurchased 7,186,521 shares of common stock under the program for an aggregate purchase price of $ 86.3 million.

We have made no repurchases since April 2015 and have approximately $ 43.7 million remaining under the repurchase program authorization as of March 31, 2023.

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.

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.

Through June 30, 2023 we repurchased 7,186,521 shares of common stock for an aggregate purchase price of $ 86.3 million.

We have made no repurchases since April 2015 and have approximately $ 43.7 million remaining under the repurchase program authorization as of June 30, 2023.

For the three months ended June 30, 2023 and June 30, 2022, we recorded an income tax benefit of $ 10.0 million and an income tax expense of $ 42.3 million, respectively.

For the six months ended June 30, 2023 and June 30, 2022, we recorded an income tax benefit of $ 10.2 million and an income tax expense of $ 44.0 million, respectively.

The change is primarily due to changes in pretax income amounts and jurisdictional mix on a year over year basis.

Our income tax expense or benefit for interim periods is normally determined using an estimate of our annual effective tax rate, adjusted for discrete items.

In the second quarter of 2023, we determined that we could not make a reliable estimate of the annual effective tax rate primarily due to the sensitivity of the estimated annual tax rate to changes in forecasted pre-tax earnings.

As a result, the effective tax rate for the six months ended June 30, 2023 was calculated based on 2023 year-to-date results.

The application of the accounting requirements for income taxes in interim periods, after consideration of our valuation allowance on domestic losses, causes a significant variation in the typical relationship between income tax expense/benefit and pre-tax accounting income/loss as reported on the Consolidated Statement of Operations.

As of March 31, 2023, all of Century's U.S.

As of June 30, 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.

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.

As of March 31, 2023, these provisions, which were effective January 1, 2023, have not had any material impact on the financial statements.

These laws, effective January 1, 2023, 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.

As of June 30, 2023, these provisions, which were effective January 1, 2023, have not had any material impact on the financial statements.

The IRA provides several tax incentives to promote clean energy and the production of critical minerals in the U.S.

1 unchanged sentence

Inventories consist of the following:

March 31, 2023 December 31, 2022

June 30, 2023 December 31, 2022

Raw materials $ 117.6 $ 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.

March 31, 2023 December 31, 2022

CENTURY ALUMINUM COMPANY

Condensed Notes to the Consolidated Financial Statements (continued)

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

June 30, 2023 December 31, 2022

Debt classified as current liabilities:

4 unchanged sentences

Debt classified as non-current liabilities:

Grundartangi casthouse facility, net of financing fees of $ 0.6 million at March 31, 2023 (4)

Iceland Term Facility, net of financing fees of $ 0.00 million and current portion at March 31, 2023 (5)

7.5 % senior secured notes due April 1, 2028, net of financing fees of $ 3.2 million at March 31, 2023, interest payable semiannually

2.75 % convertible senior notes due May 1, 2028, net of financing fees of $ 1.8 million at March 31, 2023, interest payable semiannually

Grundartangi casthouse facility, net of financing fees of $ 0.7 million at June 30, 2023 (5)

Iceland Term Facility, net of financing fees of $ 0.0 million and current portion at June 30, 2023 (4)

7.5 % senior secured notes due April 1, 2028, net of financing fees of $ 3.0 million at June 30, 2023, interest payable semiannually

2.75 % convertible senior notes due May 1, 2028, net of financing fees of $ 1.7 million at June 30, 2023, interest payable semiannually

Total $ 553.4 $ 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.

The interest rate at March 31, 2023 was 4.11 %.

The interest rate at June 30, 2023 was 4.14 %.

(2) We incur interest at a base rate plus applicable margin as defined within the agreement.

The interest rate at March 31, 2023 was 8.75 % .

The interest rate at June 30, 2023 was 9.00 %.

(3) We incur interest at base rate plus applicable margin as defined within the agreement.

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.

The interest rate at March 31, 2023 was 8.08 %.

The interest rate at June 30, 2023 wa s 8.16 %.

(4) 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.

The interest rate at March 31, 2023 was 5.77 %.

The interest rate at June 30, 2023 was 6.46 %.

(5) We incur interest at a base rate plus applicable margin as defined within the agreement.

The interest rate at June 30, 2023 was 8.63 %.

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.

As of March 31, 2023, the total estimated fair value of the 2028 Notes was $ 237.8 million.

As of June 30, 2023, the total estimated fair value of the 2028 Notes was $ 237.6 million .

Although we use quoted market prices for identical debt instruments, the markets on which they trade are not considered to be active and are therefore considered Level 2 fair value measurements.

Convertible Notes due 2028

CENTURY ALUMINUM COMPANY

Condensed Notes to the Consolidated Financial Statements (continued)

(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").

2 unchanged sentences

The Convertible Notes bear interest semi-annually in arrears on May 1 and November 1 of each year, which began on November 1, 2021, at a rate of 2.75 % per annum in cash.

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

CENTURY ALUMINUM COMPANY

Condensed Notes to the Consolidated Financial Statements (continued)

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

the Company's common stock.

The conversion rate and conversion price are subject to customary adjustments under certain circumstances in accordance with the terms of the indenture.

As of March 31, 2023, the conversion rate remains unchanged.

As of June 30, 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;

2 unchanged sentences

and structurally junior to all indebtedness and other liabilities (including trade payables) of the Company’s subsidiaries.

As of March 31, 2023, the if-converted value of the Convertible Notes does not exceed the outstanding principal amount.

As of March 31, 2023, the total estimated fair value of the Convertible Notes was $ 70.7 million.

As of June 30, 2023, the if-converted value of the Convertible Notes does not exceed the outstanding principal amount.

As of June 30, 2023, the total estimated fair value of the Convertible Notes was $ 66.6 million .

Although we use quoted market prices for identical debt instruments, the markets on which they trade are not considered to be active and are therefore considered Level 2 fair value measurements.

7 unchanged sentences

revolving credit facility reduce our borrowing availability on a dollar-for-dollar basis.

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.

At June 30, 2023, there were $ 63.2 million in outstanding borrowings and $ 33.3 million of outstanding letters of credit issued under our U.S.

revolving credit facility.

3 unchanged sentences

revolving credit facility:

March 31, 2023

June 30, 2023

Credit facility maximum amount 250.0

4 unchanged sentences

Iceland Revolving Credit Facility

Our wholly-owned subsidiary, Nordural Grundartangi ehf ("Grundartangi"), has entered into a $ 80.0 million revolving credit facility agreement with Landsbankinn hf., dated November 2013, as amended (the "Iceland revolving credit facility").

Our wholly-owned subsidiary, Nordural Grundartangi ehf ("Grundartangi"), entered into a $ 80.0 million revolving credit facility agreement with Landsbankinn hf., dated November 2013, as amended (the "Iceland revolving credit facility").

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

Under the terms of the Iceland revolving credit facility, when Grundartangi borrows funds it will designate a repayment date, which may be any date prior to the maturity of the Iceland revolving credit facility.

At March 31, 2023, there were $ 45.0 million in outstanding borrowings under our Iceland revolving credit facility.

At June 30, 2023, there were $ 73.0 million in outstanding borrowings under our Iceland revolving credit facility.

The Iceland revolving credit facility has a term through November 2024.

CENTURY ALUMINUM COMPANY

Condensed Notes to the Consolidated Financial Statements (continued)

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

Status of our Iceland revolving credit facility:

March 31, 2023

June 30, 2023

Credit facility maximum amount 100.0

3 unchanged sentences

Borrowing availability, net of borrowings 27.0

CENTURY ALUMINUM COMPANY

Condensed Notes to the Consolidated Financial Statements (continued)

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

Grundartangi Casthouse Facility

1 unchanged sentence

Under the Casthouse Facility, repayments of principal amounts will be made in equal quarterly installments equal to 1.739 % of the principal amount, the first payment occurring in July 2024, with the remaining 60 % of the principal amount to be paid no later than the termination date in December 2029.

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

As of June 30, 2023, there were $ 70.0 million in outstanding borrowings under the Casthouse Facility.

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.

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

Repayments of principal amounts 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.

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.

As of June 30, 2023, there were € 8.0 million ( $ 8.6 million, based on the prevailing exchange rate on June 30, 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 $ 90.0 million (the "Vlissingen Facility Agreement") in one or more loans payable on December 2, 2024, the maturity date of the Vlissingen Facility Agreement.

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

As of June 30, 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.

As of March 31, 2023, we had issued surety bonds totaling $ 6.6 million.

As of June 30, 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.

6 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.

While we regularly review the status of, and our estimates of potential liability

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.

CENTURY ALUMINUM COMPANY

1 unchanged sentence

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

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

5 unchanged sentences

CAWV has agreed to pay the remaining amounts under the settlement agreement in annual increments of $ 2.0 million for nine years .

As of March 31, 2023, $ 2.0 million was recorded in other current liabilities and $ 4.9 million was recorded in other liabilities.

As of June 30, 2023, $ 2.0 million was recorded in other current liabilities and $ 5.0 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.

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.

We d id not make any contributions for the three month periods ended June 30, 2023, or 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 (the "Amended PBGC Settlement Agreement") such that we removed the deferral mechanism and agreed to contribute approximately $ 2.4 million per year to our defined benefit pension plans for a total of approximately $ 9.6 million, over the next four years beginning on November 30, 2022 and ending on November 30, 2025, subject to acceleration if certain terms and conditions are met in such amendment.

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

CENTURY ALUMINUM COMPANY

Condensed Notes to the Consolidated Financial Statements (continued)

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

As of June 30, 2023, we made contributions of $ 2.4 million related to the Amended PBGC Settlement Agreement.

Power Commitments and Contingencies

2 unchanged sentences

The power supply arrangement with Kenergy has an effective term through December 2023.

The arrangement with EDF to act as our market participant with MISO has an effective term through May 2023.

On April 26, 2022 EDF gave notice that it would no longer serve as the MISO Market Participant for Hawesville.

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.

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.

Century currently expects to act as its own MISO Market Participant (through an indirect, wholly-owned subsidiary) after May 31, 2023.

The arrangement with EDF to act as our market participant with MISO to purchase power from MISO for resale to Kenergy, which then resells the power to Hawesville, terminated May 31, 2023.

Effective June 1, 2023, Century currently acts as its own MISO market participant (through an indirect, wholly-owned subsidiary).

Sebree has a power supply arrangement with Kenergy and EDF which provides market-based power to the Sebree smelter.

1 unchanged sentence

The power supply arrangement with Kenergy has an effective term through December 2023.

The arrangement with EDF to act as our market participant with MISO has an effective term through May 2023.

On April 26, 2022 EDF gave notice that it would no longer serve as the MISO Market Participant for Sebree.

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.

Century currently expects to act as its own MISO Market Participant (through an indirect, wholly-owned subsidiary) after May 31, 2023.

The arrangement with EDF to act as our market participant with MISO to purchase power from MISO for resale to Kenergy, which then resells the power to Sebree, terminated May 31, 2023.

Effective June 1, 2023, Century currently acts as its own MISO market participant (through an indirect, wholly-owned subsidiary).

Century Aluminum of South Carolina, Inc.

1 unchanged sentence

Under this power supply agreement, 100 % of Mt.

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

Holly’s electrical power

CENTURY ALUMINUM COMPANY

Condensed Notes to the Consolidated Financial Statements (continued)

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

requirements are supplied from Santee Cooper’s generation at cost of service based rates.

The contract provides sufficient energy to allow Mt.

9 unchanged sentences

Labor Commitments

The bargaining unit employees at our Grundartangi, Vlissingen, Hawesville and Sebree facilities are represented by labor unions, representing approximately 58 % of our total workforce.

The bargaining unit employees at our Grundartangi, Vlissingen, Hawesville, Sebree and Jamalco facilities are represented by labor unions, representing approximately 53 % of our total workforce.

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

This agreement is effective through December 31, 2024.

CENTURY ALUMINUM COMPANY

Condensed Notes to the Consolidated Financial Statements (continued)

(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.

8 unchanged sentences

Holly employees are not represented by a labor union.

Approximately 38 % of Jamalco’s work force is represented by the Union of Technical, Administrative, and Supervisory Personnel ("UTASP") through separately negotiated labor agreements for hourly and salaried employee groups.

We are currently negotiating the terms of new agreements for both union employee groups.

Contingent obligations

1 unchanged sentence

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 March 31, 2023, the principal and accrued interest for the contingent obligation was $ 29.8 million, which was fully offset by a derivative asset.

As of June 30, 2023, the principal and accrued interest for the contingent obligation was $ 30.2 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 March 31, 2023, the LME forward market prices do not exceed the threshold for payment.

As of June 30, 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.

CENTURY ALUMINUM COMPANY

Condensed Notes to the Consolidated Financial Statements (continued)

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

Components of Accumulated Other Comprehensive Loss

Components of AOCL:

March 31, 2023

June 30, 2023

December 31, 2022

1 unchanged sentence

$ ( 94.6 ) $ ( 98.0 )

Unrealized gain (loss) on financial instruments

Unrealized gain on financial instruments 1.7 1.7

Other comprehensive loss before income tax effect

4 unchanged sentences

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

March 31, 2023

June 30, 2023

December 31, 2022

Defined benefit plan liabilities $ 2.6 $ 2.6

Unrealized loss on financial instruments ( 0.3 ) ( 0.3 )

CENTURY ALUMINUM COMPANY

Condensed Notes to the Consolidated Financial Statements (continued)

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

Unrealized gain on financial instruments ( 0.4 ) ( 0.3 )

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

Defined benefit plan and other postretirement liabilities Unrealized gain (loss) on financial instruments Total, net of tax

Defined benefit plan and other postretirement liabilities Unrealized gain on financial instruments Total, net of tax

Balance, April 1, 2023 $ ( 94.4 ) $ 1.5 $ ( 92.9 )

Net amount reclassified to net income 2.2 0.0 2.2

Balance, June 30, 2023

$ ( 92.2 ) $ 1.5 $ ( 90.7 )

Balance, April 1, 2022 $ ( 83.4 ) $ 1.7 $ ( 81.7 )

Net amount reclassified to net income 0.8 0.0 0.8

Balance, June 30, 2022

$ ( 82.6 ) $ 1.7 $ ( 80.9 )

Balance, January 1, 2023 $ ( 95.6 ) $ 1.6 $ ( 94.0 )

Net amount reclassified to net income (loss) 1.2 ( 0.1 ) 1.1

Balance, March 31, 2023

Net amount reclassified to net loss 3.4 ( 0.1 ) 3.3

Balance, June 30, 2023

$ ( 92.2 ) $ 1.5 $ ( 90.7 )

Balance, January 1, 2022 $ ( 84.0 ) $ 1.7 $ ( 82.3 )

Net amount reclassified to net income (loss) 0.6 0.0 0.6

Balance, March 31, 2022

Net amount reclassified to net income 1.4 0.0 1.4

Balance, June 30, 2022

$ ( 82.6 ) $ 1.7 $ ( 80.9 )

CENTURY ALUMINUM COMPANY

Condensed Notes to the Consolidated Financial Statements (continued)

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

Reclassifications out of AOCL were included in the consolidated statements of operations as follows:

Three months ended March 31,

Three months ended June 30,

Six months ended June 30,

AOCL Components Location 2023 2022 2023 2022

4 unchanged sentences

Net of tax $ 2.2 $ 0.9 $ 3.4 $ 1.5

Unrealized loss on financial instruments Cost of goods sold $ ( 0.1 ) $ 0.0

Unrealized gain (loss) on financial instruments Cost of goods sold $ 0.0 $ ( 0.1 ) $ ( 0.1 ) $ ( 0.1 )

Income tax effect 0.0 0.0 0.0 0.0

Net of tax $ 0.0 $ ( 0.1 ) $ ( 0.1 ) $ ( 0.1 )

CENTURY ALUMINUM COMPANY

Condensed Notes to the Consolidated Financial Statements (continued)

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

Components of Net Periodic Benefit Cost

Pension Benefits

Three months ended March 31,

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

2023 2022 2023 2022

Service cost $ 0.1 $ 1.0 $ 1.1 $ 2.1

5 unchanged sentences

What changed 10-Q

Item 1. Financial Statements