4 unchanged sentences
Three months ended
−Removed: June 30, Six months ended
+Added: September 30, Nine months ended
+Added: September 30,
2023 2022 2023 2022
3 unchanged sentences
Cost of goods sold 556.7 680.2 1,620.6 2,181.3
−Removed: Gross profit 15.9 15.9 64.0 109.1
+Added: Gross (loss) profit ( 11.5 ) ( 43.0 ) 52.5 66.1
Selling, general and administrative expenses 10.8 8.7 36.2 26.2
Asset impairment — — — 159.4
−Removed: Other operating expense - net 4.6 0.2 11.8 0.4
+Added: Other operating expense (income) - net 1.9 ( 0.2 ) 13.7 0.2
Operating (loss) income ( 24.2 ) ( 51.5 ) 2.6 ( 119.7 )
1 unchanged sentence
Interest income 0.4 0.1 1.1 0.2
−Removed: Net gain (loss) on forward and derivative contracts 9.1 231.8 ( 48.5 ) 175.1
−Removed: Other (expense) income - net ( 3.5 ) 3.1 ( 3.8 ) 5.1
+Added: Net (loss) gain on forward and derivative contracts ( 25.2 ) 112.6 ( 73.7 ) 287.7
+Added: Other income (expense) - net 1.3 11.6 ( 2.5 ) 16.7
(Loss) income before income taxes ( 56.9 ) 64.9 ( 99.1 ) 164.0
Income tax benefit (expense) 11.0 ( 20.6 ) 21.2 ( 64.6 )
−Removed: Income (loss) before equity in earnings of joint ventures 6.6 37.4 ( 32.0 ) 55.1
−Removed: Equity in (losses) earnings of joint ventures 0.0 — 0.0 —
−Removed: Net income (loss) 6.6 37.4 ( 32.0 ) 55.1
+Added: (Loss) income before equity in earnings of joint ventures ( 45.9 ) 44.3 ( 77.9 ) 99.4
+Added: Equity in earnings of joint ventures 0.0 0.0 0.0 0.0
+Added: Net (loss) income ( 45.9 ) 44.3 ( 77.9 ) 99.4
Net loss attributable to noncontrolling interests ( 3.9 ) — ( 4.8 ) —
−Removed: Net income (loss) attributable to Century stockholders 7.5 37.4 ( 31.1 ) 55.1
+Added: Net (loss) income attributable to Century stockholders ( 42.0 ) 44.3 ( 73.1 ) 99.4
net income allocated to participating securities — 2.7 — 6.0
−Removed: Net income (loss) allocated to common stockholders $ 7.1 $ 35.1 $ ( 31.1 ) $ 51.8
−Removed: INCOME (LOSS) ATTRIBUTABLE TO CENTURY STOCKHOLDERS PER COMMON SHARE:
+Added: Net (loss) income allocated to common stockholders $ ( 42.0 ) $ 41.6 $ ( 73.1 ) $ 93.4
+Added: (LOSS) INCOME ATTRIBUTABLE TO CENTURY STOCKHOLDERS PER COMMON SHARE:
Basic $ ( 0.45 ) $ 0.46 $ ( 0.79 ) $ 1.02
5 unchanged sentences
CENTURY ALUMINUM COMPANY
−Removed: CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)
+Added: CONSOLIDATED STATEMENTS OF COMPREHENSIVE (LOSS) INCOME
(in millions)
Three months ended
−Removed: June 30, Six months ended
+Added: September 30, Nine months ended
+Added: September 30,
2023 2022 2023 2022
−Removed: Comprehensive income (loss):
−Removed: Net income (loss) $ 6.6 $ 37.4 $ ( 32.0 ) $ 55.1
−Removed: Other comprehensive income before income tax effect:
−Removed: Net (loss) income on foreign currency cash flow hedges reclassified as income 0.0 ( 0.1 ) ( 0.1 ) ( 0.1 )
+Added: Comprehensive (loss) income:
+Added: Net (loss) income $ ( 45.9 ) $ 44.3 $ ( 77.9 ) $ 99.4
+Added: Other comprehensive income (loss) before income tax effect:
+Added: Net income (loss) on foreign currency cash flow hedges reclassified as income 0.0 0.0 ( 0.1 ) ( 0.1 )
Defined benefit plans and other postretirement benefits:
+Added: OPEB curtailment gain, net — ( 8.0 ) — ( 8.0 )
Amortization of prior service benefit (cost) during the period — ( 0.3 ) 0.1 ( 1.2 )
−Removed: Amortization of net gain during the period 2.1 1.4 3.3 2.5
−Removed: Other comprehensive income before income tax effect 2.2 0.8 3.3 1.5
+Added: Amortization of net loss during the period 1.7 1.1 5.0 3.6
+Added: Other comprehensive income (loss) before income tax effect 1.7 ( 7.2 ) 5.0 ( 5.7 )
Income tax effect — ( 0.1 ) — ( 0.2 )
−Removed: Other comprehensive income 2.2 0.8 3.3 1.4
−Removed: Comprehensive income (loss) 8.8 38.2 ( 28.7 ) 56.5
+Added: Other comprehensive income (loss) 1.7 ( 7.3 ) 5.0 ( 5.9 )
+Added: Comprehensive (loss) income ( 44.2 ) 37.0 ( 72.9 ) 93.5
Comprehensive loss attributable to noncontrolling interests ( 3.9 ) — ( 4.8 ) —
−Removed: Comprehensive income (loss) attributable to Century stockholders $ 9.7 $ 38.2 $ ( 27.8 ) $ 56.5
+Added: Comprehensive (loss) income attributable to Century stockholders $ ( 40.3 ) $ 37.0 $ ( 68.1 ) $ 93.5
See Condensed Notes to the Consolidated Financial Statements
2 unchanged sentences
(in millions)
−Removed: June 30, 2023 December 31, 2022
+Added: September 30, 2023 December 31, 2022
Cash and cash equivalents $ 70.3 $ 54.3
7 unchanged sentences
Property, plant and equipment - net 994.8 744.4
−Removed: Deferred tax assets 110.8 0.2
Other assets 81.8 49.8
7 unchanged sentences
Deferred credit - preliminary bargain purchase gain 161.6 —
−Removed: Iceland Term Facility 8.6 13.3
−Removed: revolving credit facility 63.2 90.0
−Removed: Iceland revolving credit facility 73.0 35.0
−Removed: Industrial revenue bonds 7.8 7.8
+Added: Current maturities of long-term debt 84.0 146.1
Total current liabilities 634.0 410.7
−Removed: Senior notes payable 247.0 246.6
−Removed: Convertible senior notes payable 84.5 84.4
−Removed: Grundartangi casthouse debt facility 69.3 49.4
−Removed: Iceland term facility, net of current portion — 1.2
+Added: Long-term debt 418.0 381.6
Accrued benefits - less current portion 112.6 118.0
Other liabilities 53.5 31.4
−Removed: Leases - right of use liabilities 21.8 20.9
+Added: Long-term debt due to affiliates 10.0 —
Due to affiliates - less current portion 1.7 8.3
18 unchanged sentences
(in millions)
−Removed: Six months ended June 30,
+Added: Nine months ended September 30,
CASH FLOWS FROM OPERATING ACTIVITIES:
Net (loss) income $ ( 77.9 ) $ 99.4
−Removed: Adjustments to reconcile net (loss) income to net cash (used in) provided by operating activities:
+Added: Adjustments to reconcile net (loss) income to net cash provided by operating activities:
Unrealized loss (gain) on derivative instruments 84.2 ( 302.3 )
+Added: Other postretirement benefits gain — ( 8.0 )
Lower of cost or NRV inventory adjustment — 46.5
−Removed: Depreciation and amortization 31.5 42.1
+Added: Depreciation, depletion and amortization 55.3 57.5
Deferred tax (benefit) provision ( 23.5 ) 52.3
9 unchanged sentences
Accrued and other current liabilities ( 2.0 ) 12.5
+Added: Ravenswood retiree medical settlement ( 2.0 ) ( 2.0 )
+Added: PBGC Settlement ( 4.5 ) —
Other - net 1.0 ( 6.4 )
−Removed: Net cash (used in) provided by operating activities ( 1.9 ) 68.6
+Added: Net cash provided by operating activities 39.6 57.2
CASH FLOWS FROM INVESTING ACTIVITIES:
9 unchanged sentences
Borrowings under Grundartangi casthouse debt facility 40.0 40.0
−Removed: Net cash provided by (used in) financing activities 25.1 ( 25.1 )
+Added: Borrowings under Vlissingen Facility Agreement 10.0 —
+Added: Carbon credit proceeds 33.8 —
+Added: Net cash provided by financing activities 17.2 38.2
CHANGE IN CASH, CASH EQUIVALENTS AND RESTRICTED CASH 39.2 25.3
4 unchanged sentences
(in millions)
−Removed: Six months ended June 30,
+Added: Nine months ended September 30,
Supplemental Cash Flow Information:
13 unchanged sentences
Three months ended
−Removed: June 30, 2023
−Removed: 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
+Added: September 30, 2023
+Added: Balance, June 30, 2023 53,707 $ 0.0 92,358,549 $ 1.0 $ 2,541.0 $ ( 86.3 ) $ ( 90.7 ) $ ( 1,992.1 ) $ 372.9 $ 31.9 $ 404.8
Net income (loss) — 0.0 — — — — — ( 42.0 ) ( 42.0 ) ( 3.9 ) ( 45.9 )
3 unchanged sentences
Noncontrolling interest of business acquired — 0.0 — 0.0 — — — — — 25.3 25.3
−Removed: 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
+Added: Balance, September 30, 2023 53,508 $ 0.0 92,404,663 $ 1.0 $ 2,541.8 $ ( 86.3 ) $ ( 89.0 ) $ ( 2,034.1 ) $ 333.4 $ 53.3 $ 386.7
Three months ended
−Removed: June 30, 2022
−Removed: 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
+Added: September 30, 2022
+Added: 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
Net income — 0.0 — — — — — 44.3 44.3 — 44.3
2 unchanged sentences
Conversion of preferred stock to common stock ( 330 ) 0.0 32,982 0.0 0.0 — — — 0.0 — 0.0
−Removed: 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
+Added: Balance, September 30, 2022 58,046 $ 0.0 91,347,229 $ 1.0 $ 2,537.6 $ ( 86.3 ) $ ( 88.2 ) $ ( 1,847.5 ) $ 516.6 $ — $ 516.6
See Condensed Notes to the Consolidated Financial Statements
5 unchanged sentences
Shares Amount Shares Amount
−Removed: Six months ended
−Removed: June 30, 2023
+Added: Nine Months Ended
+Added: September 30, 2023
Balance, December 31, 2022 53,855 $ 0.0 92,323,978 $ 1.0 $ 2,539.6 $ ( 86.3 ) $ ( 94.0 ) $ ( 1,961.0 ) $ 399.3 $ — $ 399.3
4 unchanged sentences
Noncontrolling interest of business acquired — — — — — — — — — 58.1 58.1
−Removed: 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
−Removed: Six months ended
−Removed: June 30, 2022
+Added: Balance, September 30, 2023 53,508 $ 0.0 92,404,663 $ 1.0 $ 2,541.8 $ ( 86.3 ) $ ( 89.0 ) $ ( 2,034.1 ) $ 333.4 $ 53.3 $ 386.7
+Added: Nine Months Ended
+Added: September 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
3 unchanged sentences
Conversion of preferred stock to common stock ( 496 ) 0.0 49,617 0.0 0.0 — — — 0.0 — 0.0
−Removed: 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
+Added: Balance, September 30, 2022 58,046 $ 0.0 91,347,229 $ 1.0 $ 2,537.6 $ ( 86.3 ) $ ( 88.2 ) $ ( 1,847.5 ) $ 516.6 $ — $ 516.6
See Condensed Notes to the Consolidated Financial Statements
1 unchanged sentence
Condensed Notes to the Consolidated Financial Statements
−Removed: Six months ended June 30, 2023 and 2022
+Added: Nine months ended September 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.
−Removed: 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.
+Added: Operating results for the first nine 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.
+Added: Certain prior period amounts included in the Consolidated Balance Sheets have been reclassified to conform with the current period presentation.
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.
1 unchanged sentence
Acquisition of Jamalco
−Removed: On May 2, 2023, our wholly-owned subsidiary, Century Aluminum Jamaica Holdings, Inc.
−Removed: ("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.
+Added: On May 2, 2023, our wholly-owned subsidiary, Century Aluminum Jamaica Holdings, Inc., 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.
−Removed: 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.
+Added: 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 acquired 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.
2 unchanged sentences
The Company based its fair value estimates on assumptions it believes to be reasonable but are inherently uncertain.
−Removed: 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.
+Added: These estimates and valuation of the property, plant and equipment, current assets, c urrent liabilities, other long-term assets, provision for resettlement obligations included in other liabilities and asset retirement obligations acquired as well as the related deferred bargain purchase gain and noncontrolling interest are preliminary as of September 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.
14 unchanged sentences
Property, plant and equipment - net 250.9
−Removed: Deferred tax assets 108.1
−Removed: Other long-term assets 25.5
Accounts payable, trade ( 92.9 )
Accrued and other current liabilities ( 33.9 )
+Added: Other liabilities ( 24.5 )
Asset retirement obligations ( 36.5 )
3 unchanged sentences
Fair value allocated to net assets acquired, net of bargain purchase gain $ 8.3
−Removed: For the three and six months ended June 30, 2023, Jamalco contributed $ 43.7 million to our total revenues.
−Removed: 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.
−Removed: 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.
+Added: For the three and nine months ended September 30, 2023, Jamalco contributed $ 63.4 million and $ 107.1 million to our total revenues.
+Added: In connection with the acquisition, the Company incurred approximately $ 0.2 million and $ 1.9 million of transaction costs, respectively, for the three and nine months ended September 30, 2023 which are included in selling, general and administrative expenses on the Consolidated Statements of Operations.
+Added: The following unaudited pro forma financial information reflects the results of operations of the Company for the three and nine months ended September 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.
−Removed: Three months ended June 30, Six months ended June 30,
+Added: Three months ended September 30, Nine months ended September 30,
2023 2022 2023 2022
6 unchanged sentences
(amounts in millions, except share and per share amounts)
−Removed: 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.
−Removed: 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.
−Removed: 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.
+Added: For the three and nine months ended September 30, 2023, we incurred curtailment charges of approximately $ 2.0 million and $ 13.4 million, including $ 0.0 million and $ 9.0 million related to excess capacity charges, respectively.
+Added: These charges were partially offset by income related to scrap and materials sales of $ 0.0 million and $ 1.2 million for the three and nine months ended September 30, 2023.
+Added: Comparatively, for the three and nine months ended September 30, 2022 we recognized $ 4.5 million and $ 12.6 million, respectively, of expenses related to accrued wages and severance, triggered by our issuance of the WARN notice and excess capacity charges, partially offset by final plant idling activities.
+Added: We also recognized a non-cash other postretirement benefits ("OPEB") curtailment gain, net totaling $ 8.0 million for the three and nine months ended September 30, 2022.
+Added: See Note 1 4 .
+Added: Components of N et P eriodic B enefit C ost for additional information.
Related Party Transactions
−Removed: The significant related party transactions occurring during the six months ended June 30, 2023 and 2022 are described below.
+Added: The significant related party transactions occurring during the nine months ended September 30, 2023 and 2022 are described below.
We believe all of our transactions with related parties are at prices that approximate market.
Glencore Ownership
−Removed: As of 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.
+Added: As of September 30, 2023 , Glencore plc and its affiliates (together "Glencore") beneficially owned 42.9 % of Century’s outstanding common stock ( 46.0 % 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
−Removed: For the three months ended June 30, 2023 and 2022, we derived approximately 74 % and 57 % of our consolidated net sales from Glencore, respectively.
+Added: For the three months ended September 30, 2023 and 2022, we derived approximately 73.5 % and 63.5 % of our consolidated net sales from Glencore, respectively.
Glencore purchases aluminum produced at our U.S.
2 unchanged sentences
We have entered into agreements with Glencore pursuant to which we sell certain amounts of alumina at market-based prices.
−Removed: For the three and six months ended June 30, 2023, we recorded $ 65.8 million and $ 86.8 million of revenue related to alumina sales to Glencore, respectively.
−Removed: For the three and six months ended June 30, 2022, we recorded $ 13.9 million of revenue related to alumina sales to Glencore.
+Added: For the three and nine months ended September 30, 2023, we recorded $ 50.0 million and $ 136.8 million of revenue related to alumina sales to Glencore, respectively.
+Added: For the three and nine months ended September 30, 2022, we recorded $ 4.9 million and $ 18.8 million, respectively, 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.
−Removed: 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.
+Added: Alumina purchases from Glencore during the three months ended September 30, 2023 were priced based on published alumina and aluminum indices as well as fixed prices.
Financial Contracts with Glencore
8 unchanged sentences
(amounts in millions, except share and per share amounts)
+Added: Carbon Credit Repurchase Agreement
+Added: On September 28, 2023, our wholly owned subsidiary Nordural Grundartangi ehf ("Grundartangi"), entered into a structured repurchase arrangement with an affiliate of Glencore pursuant to which it sold 390,000 European Union Allowances ("Carbon Credits") at a price of € 82.18 per Carbon Credit, for an aggregate amount of € 32.1 million.
+Added: Pursuant to the terms of the transaction, Grundartangi will repurchase the same number of Carbon Credits by December 21, 2023, at a price of € 83.72 per Carbon Credit, for an aggregate amount of EUR € 32.7 million.
+Added: Given the repurchase element of the agreement, the Company substantially retains all of the remaining benefits of the assets and has accounted for the transaction as a financing arrangement in accordance with Topic 606.
A summary of the aforementioned significant related party sales and purchases is as follows:
−Removed: Three months ended June 30, Six months ended June 30,
+Added: Three months ended
+Added: September 30, Nine months ended
+Added: September 30,
2023 2022 2023 2022
4 unchanged sentences
We disaggregate our revenue by geographical region as follows:
−Removed: Net Sales Three months ended June 30, Six months ended June 30,
+Added: Net Sales Three months ended
+Added: September 30, Nine months ended
+Added: September 30,
2023 2022 2023 2022
3 unchanged sentences
Total $ 545.2 $ 637.2 $ 1,673.1 $ 2,247.4
+Added: Contract liabilities are recorded when cash payments are received or due in advance of performance.
+Added: As of September 30, 2023, $ 10.1 million was recorded in Due to affiliates.
+Added: There were no contract liabilities as of December 31, 2022.
Fair Value Measurements
12 unchanged sentences
• Level 3 Inputs - unobservable inputs for the asset or liability.
−Removed: Recurring Fair Value Measurements As of June 30, 2023
+Added: Recurring Fair Value Measurements As of September 30, 2023
Cash equivalents $ 15.8 $ — $ — $ 15.8
28 unchanged sentences
NYMEX Henry Hub natural gas price swaps Discounted cash flows Quoted NYMEX Henry Hub forward market
+Added: Heavy Fuel Oil ("HFO") price swaps Discounted cash flows Quoted HFO forward market
When valuing Level 3 assets and liabilities, we use certain significant unobservable inputs.
3 unchanged sentences
Recurring Level 3 Fair Value Measurements:
−Removed: As of June 30, 2023
+Added: As of September 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.
−Removed: 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.
+Added: There was no activity related to Level 3 assets and liabilities measured at fair value on a recurring basis for the three months ended September 30, 2023.
Level 3 Assets Level 3 Liabilities
−Removed: For the three months ended June 30, 2022
+Added: For the three months ended September 30, 2022
LME Forward financial sales contracts LME forward financial sales contracts Casthouse currency hedges
−Removed: Balance as of April 1, 2022 $ — $ ( 16.7 ) $ —
+Added: Balance as of July 1, 2022 $ 1.6 $ ( 3.8 ) —
Total realized/unrealized gains (losses)
1 unchanged sentence
Transfers into Level 3 (2)
−Removed: Balance as of June 30, 2022
+Added: Balance as of September 30, 2022
$ 3.2 $ ( 2.3 ) $ 0.0
3 unchanged sentences
(2) Transfers into Level 3 due to period of time remaining in derivative contract.
−Removed: For the six months ended June 30, 2023
+Added: For the nine months ended September 30, 2023
Level 3 Assets Level 3 Liabilities
2 unchanged sentences
Transfers out of Level 3 (1)
−Removed: Balance as of June 30, 2023
+Added: Balance as of September 30, 2023
Change in unrealized gains (losses) (2)
1 unchanged sentence
(2) Gains and losses are presented in the Consolidated Statement of Operations within the line item "Net gain (loss) on forward and derivative contracts."
+Added: CENTURY ALUMINUM COMPANY
+Added: Condensed Notes to the Consolidated Financial Statements (continued)
+Added: (amounts in millions, except share and per share amounts)
Level 3 Assets Level 3 Liabilities
−Removed: For the six months ended June 30, 2022
+Added: For the nine months ended September 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 ) $ —
−Removed: Total realized/unrealized loss
+Added: Total realized/unrealized gains (losses)
Included in Net income (1)
4 unchanged sentences
— ( 0.2 ) — 0.2 0.0
−Removed: Balance as of June 30, 2022
+Added: Balance as of September 30, 2022
$ 3.2 $ — $ ( 2.3 ) $ — $ —
2 unchanged sentences
(1) Gains and losses are presented in the Consolidated Statement of Operations within the line item "Net gain (loss) on forward and derivative contracts."
−Removed: (2) Transfers into Level 3 due to contracts with applied discount rate entered into during the six months ended June 30, 2022.
+Added: (2) Transfers into Level 3 due to contracts with applied discount rate entered into during the nine months ended September 30, 2022.
(3) Transfers out of Level 3 due to period of time remaining in derivative contract.
−Removed: CENTURY ALUMINUM COMPANY
−Removed: Condensed Notes to the Consolidated Financial Statements (continued)
−Removed: (amounts in millions, except share and per share amounts)
Earnings Per Share
1 unchanged sentence
Diluted EPS amounts assume the issuance of common stock for all potentially dilutive securities.
+Added: CENTURY ALUMINUM COMPANY
+Added: Condensed Notes to the Consolidated Financial Statements (continued)
+Added: (amounts in millions, except share and per share amounts)
The following table shows the basic and diluted (loss) earnings per share:
−Removed: For the three months ended June 30,
+Added: For the three months ended September 30,
Net Income (Loss) Shares
2 unchanged sentences
(in millions)
−Removed: Net income attributable to Century stockholders $ 7.5 $ 37.4
+Added: Net (loss) income attributable to Century stockholders $ ( 42.0 ) $ 44.3
net income allocated to participating securities — 2.7
−Removed: Net income allocated to common stockholders $ 7.1 92.3 $ 0.08 $ 35.1 91.2 $ 0.38
+Added: Net (loss) income allocated to common stockholders $ ( 42.0 ) 92.4 $ ( 0.45 ) $ 41.6 91.3 $ 0.46
Effect of Dilutive Securities (1) :
2 unchanged sentences
Net income allocated to common stockholders with assumed conversion $ ( 42.0 ) 92.4 $ ( 0.45 ) $ 41.9 97.3 $ 0.43
−Removed: For the six months ended June 30,
+Added: For the nine months ended September 30,
Net Income (Loss) Shares
9 unchanged sentences
Net (loss) income allocated to common stockholders with assumed conversion $ ( 73.1 ) 92.4 $ ( 0.79 ) $ 94.3 97.6 $ 0.97
−Removed: CENTURY ALUMINUM COMPANY
−Removed: Condensed Notes to the Consolidated Financial Statements (continued)
−Removed: (amounts in millions, except share and per share amounts)
−Removed: Three months ended June 30, Six months ended June 30,
+Added: Three months ended
+Added: September 30, Nine months ended
+Added: September 30,
Securities excluded from the calculation of diluted EPS (in millions) (1) :
4 unchanged sentences
(1) In periods when we report a net loss, all share-based compensation awards, convertible preferred shares and convertible senior notes are excluded from the calculation of diluted weighted average shares outstanding because of their anti-dilutive effect on earnings (loss) per share.
+Added: CENTURY ALUMINUM COMPANY
+Added: Condensed Notes to the Consolidated Financial Statements (continued)
+Added: (amounts in millions, except share and per share amounts)
Shareholders’ Equity
−Removed: 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.
+Added: As of September 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 99,591,184 shares were issued and 92,404,663 shares were outstanding at September 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
−Removed: 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.
+Added: As of September 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.
5 unchanged sentences
Glencore holds all of the issued and outstanding Series A Convertible Preferred Stock.
−Removed: At June 30, 2023 and December 31, 2022, 53,706 and 53,854 shares of Series A Convertible Preferred Stock were outstanding, respectively.
+Added: At September 30, 2023 and December 31, 2022, 53,508 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.
7 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.
−Removed: From time to time, treasury shares may be reissued as contributions to our employee
+Added: From time to time, treasury shares may be reissued as contributions to our employee benefit plans and for the conversion of convertible preferred stock.
+Added: When shares are reissued, we use an average cost method for determining cost.
+Added: The difference between the cost of the shares and the reissuance price is added to or deducted from additional paid-in capital.
+Added: Through September 30, 2023 we repurchased 7,186,521 shares of common stock for an aggregate purchase price of $ 86.3 million.
+Added: We have made no repurchases since April 2015 and have approximately $ 43.7 million remaining under the repurchase program authorization as of September 30, 2023.
CENTURY ALUMINUM COMPANY
1 unchanged sentence
(amounts in millions, except share and per share amounts)
−Removed: benefit plans and for the conversion of convertible preferred stock.
−Removed: When shares are reissued, we use an average cost method for determining cost.
−Removed: The difference between the cost of the shares and the reissuance price is added to or deducted from additional paid-in capital.
−Removed: Through June 30, 2023 we repurchased 7,186,521 shares of common stock for an aggregate purchase price of $ 86.3 million.
−Removed: 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.
−Removed: 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.
−Removed: 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.
+Added: For the three months ended September 30, 2023 and September 30, 2022, we recorded an income tax benefit of $ 11.0 million and an income tax expense of $ 20.6 million, respectively.
+Added: For the nine months ended September 30, 2023 and September 30, 2022, we recorded an income tax benefit of $ 21.2 million and an income tax expense of $ 64.6 million, respectively.
The change is primarily due to changes in pretax income amounts and jurisdictional mix on a year over year basis.
−Removed: 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.
−Removed: 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.
−Removed: As a result, the effective tax rate for the six months ended June 30, 2023 was calculated based on 2023 year-to-date results.
+Added: Our income tax expense or benefit for interim periods is determined using an estimate of our annual effective tax rate, adjusted for discrete items.
The application of the accounting requirements for income taxes in interim periods, after consideration of our valuation allowance on domestic losses, causes a significant variation in the typical relationship between income tax expense/benefit and pre-tax accounting income/loss as reported on the Consolidated Statement of Operations.
−Removed: As of June 30, 2023, all of Century's U.S.
+Added: As of September 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.
1 unchanged sentence
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.
−Removed: As of June 30, 2023, these provisions, which were effective January 1, 2023, have not had any material impact on the financial statements.
+Added: As of September 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.
−Removed: We are continuing to evaluate potential tax benefits available under the acts as additional guidance is issued.
+Added: We are continuing to evaluate potential tax benefits available under the acts and expect the release of additional guidance from the U.S.
+Added: Department of Treasury by the end of the year.
Inventories consist of the following:
−Removed: June 30, 2023 December 31, 2022
+Added: September 30, 2023 December 31, 2022
Raw materials $ 142.7 $ 64.9
7 unchanged sentences
(amounts in millions, except share and per share amounts)
−Removed: June 30, 2023 December 31, 2022
+Added: September 30, 2023 December 31, 2022
Debt classified as current liabilities:
2 unchanged sentences
Iceland Revolving Credit Facility (3)
+Added: Grundartangi casthouse facility (5)
Iceland Term Facility (4)
+Added: Vlissingen Facility Agreement (6)
Debt classified as non-current liabilities:
−Removed: Grundartangi casthouse facility, net of financing fees of $ 0.7 million at June 30, 2023 (5)
−Removed: Iceland Term Facility, net of financing fees of $ 0.0 million and current portion at June 30, 2023 (4)
−Removed: 7.5 % senior secured notes due April 1, 2028, net of financing fees of $ 3.0 million at June 30, 2023, interest payable semiannually
−Removed: 2.75 % convertible senior notes due May 1, 2028, net of financing fees of $ 1.7 million at June 30, 2023, interest payable semiannually
+Added: Grundartangi casthouse facility, net of financing fees of $ 0.7 million at September 30, 2023 (4)
+Added: Iceland Term Facility, net of financing fees of $ 0.0 million and current portion at September 30, 2023 (5)
+Added: Vlissingen Facility Agreement (6)
+Added: 7.5 % senior secured notes due April 1, 2028, net of financing fees of $ 2.8 million at September 30, 2023, interest payable semiannually
+Added: 2.75 % convertible senior notes due May 1, 2028, net of financing fees of $ 1.6 million at September 30, 2023, interest payable semiannually
Total $ 512.0 $ 527.7
(1) The IRBs are classified as current liabilities because they are remarketed weekly and could be required to be repaid upon demand if there is a failed remarketing.
−Removed: The interest rate at June 30, 2023 was 4.14 %.
+Added: The interest rate at September 30, 2023 was 4.11 %.
(2) We incur interest at a base rate plus applicable margin as defined within the agreement.
−Removed: The interest rate at June 30, 2023 was 9.00 %.
+Added: The interest rate at September 30, 2023 was 9.25 %.
(3) We incur interest at base rate plus applicable margin as defined within the agreement.
−Removed: The interest rate at June 30, 2023 wa s 8.16 %.
−Removed: (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.
−Removed: The interest rate at June 30, 2023 was 6.46 %.
+Added: The interest rate at September 30, 2023 wa s 8.40 %.
(4) We incur interest at a base rate plus applicable margin as defined within the agreement.
−Removed: The interest rate at June 30, 2023 was 8.63 %.
+Added: The interest rate at September 30, 2023 was 8.77 %.
+Added: (5) We incur interest at a rate equal to 3.2 % plus EUR EURIBOR 1 month as published by the European Money Market Institute as defined within the agreement.
+Added: The interest rate at September 30, 2023 was 6.88 %.
+Added: (6) We incur interest at a fixed rate of 8.75 %.
7.5 % Senior Secured Notes due 2028
3 unchanged sentences
The 2028 Notes are senior secured obligations of Century, ranking equally in right of payment with all existing and future senior indebtedness of Century, but effectively senior to unsecured debt to the extent of the value of collateral.
−Removed: As of June 30, 2023, the total estimated fair value of the 2028 Notes was $ 237.6 million .
+Added: As of September 30, 2023, the total estimated fair value of the 2028 Notes was $ 237.5 million.
Although we use quoted market prices for identical debt instruments, the markets on which they trade are not considered to be active and are therefore considered Level 2 fair value measurements.
2 unchanged sentences
The Convertible Notes were issued at a price of 100 % of their aggregate principal amount.
−Removed: We received proce eds of $ 83.7 million, a fter payment of certain financing fees and related expenses.
−Removed: 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.
−Removed: 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
+Added: We received proce eds of $ 83.7 million, a fter payment of certain
CENTURY ALUMINUM COMPANY
1 unchanged sentence
(amounts in millions, except share and per share amounts)
−Removed: the Company's common stock.
+Added: financing fees and related expenses.
+Added: 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.
+Added: 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.
The conversion rate and conversion price are subject to customary adjustments under certain circumstances in accordance with the terms of the indenture.
−Removed: As of June 30, 2023, the conversion rate remains unchanged .
+Added: As of September 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.
−Removed: As of June 30, 2023, the if-converted value of the Convertible Notes does not exceed the outstanding principal amount.
−Removed: As of June 30, 2023, the total estimated fair value of the Convertible Notes was $ 66.6 million .
+Added: As of September 30, 2023, the if-converted value of the Convertible Note s does not exceed the outstanding principal amount.
+Added: As of September 30, 2023, the total estimated fair value of the Convertible Notes was $ 59.2 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.
−Removed: 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.
+Added: At September 30, 2023, there were $ 68.2 million in outstanding borrowings and $ 41.8 million of outstanding letters of credit issued under our U.S.
revolving credit facility.
3 unchanged sentences
revolving credit facility:
−Removed: June 30, 2023
+Added: September 30, 2023
Credit facility maximum amount 250.0
7 unchanged sentences
Under the terms of the Iceland revolving credit facility, when Grundartangi borrows funds it will designate a repayment date, which may be any date prior to the maturity of the Iceland revolving credit facility.
−Removed: At June 30, 2023, there were $ 73.0 million in outstanding borrowings under our Iceland revolving credit facility.
+Added: At September 30, 2023, there were no outstanding borrowings under our Iceland revolving credit facility.
The Iceland revolving credit facility has a term through November 2024.
+Added: CENTURY ALUMINUM COMPANY
+Added: Condensed Notes to the Consolidated Financial Statements (continued)
+Added: (amounts in millions, except share and per share amounts)
Status of our Iceland revolving credit facility:
−Removed: June 30, 2023
+Added: September 30, 2023
Credit facility maximum amount 100.0
3 unchanged sentences
Borrowing availability, net of borrowings 100.0
−Removed: CENTURY ALUMINUM COMPANY
−Removed: Condensed Notes to the Consolidated Financial Statements (continued)
−Removed: (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.
−Removed: As of June 30, 2023, there were $ 70.0 million in outstanding borrowings under the Casthouse Facility.
+Added: As of September 30, 2023, there were $ 86.9 million in outstanding borrowings under the Casthouse Facility.
Iceland Term Facility
2 unchanged sentences
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.
−Removed: 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.
+Added: As of September 30, 2023, there were € 4.5 million ($ 4.8 million, based on the prevailing exchange rate on September 30, 2023) in outstanding borrowings under the Iceland Term Facility.
Vlissingen Facility Agreement
−Removed: 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.
−Removed: As of June 30, 2023, there were no outstanding borrowings under the Vlissingen Facility Agreement.
+Added: On December 9, 2022, Vlissingen entered into a Facility Agreement with Glencore International AG pursuant to which Vlissingen may borrow from time to time up to $ 90.0 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, the maturity date of the Vlissingen Facility Agreement.
+Added: As of September 30, 2023, there were $ 10.0 million in outstanding borrowings under the Vlissingen Facility Agreement.
Surety Bond Facility
1 unchanged sentence
In June 2022, we entered into a surety bond facility with an insurance company to provide such bonds when applicable.
−Removed: As of June 30, 2023, we had issued surety bonds totaling $ 6.6 million .
+Added: As of September 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.
5 unchanged sentences
For some matters, no accrual is established because we have assessed our risk of loss to be remote.
−Removed: Where the risk of loss is probable and the amount of the loss can be reasonably estimated, we record an accrual, either on an individual basis or with respect to a group of matters involving similar claims, based on the factors set forth above.
−Removed: While we regularly review the status of, and our estimates of potential liability associated with, contingencies to determine the adequacy of any associated accruals and related disclosures, the ultimate amount of loss may differ from our estimates.
+Added: Where the risk of loss is probable and the amount of the loss can be
CENTURY ALUMINUM COMPANY
1 unchanged sentence
(amounts in millions, except share and per share amounts)
+Added: 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.
+Added: 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.
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 .
−Removed: As of June 30, 2023, $ 2.0 million was recorded in other current liabilities and $ 5.0 million was recorded in other liabilities.
+Added: As of September 30, 2023, $ 2.0 million was recorded in other current liabilities and $ 3.2 million was recorded in other liabilities.
PBGC Settlement
2 unchanged sentences
Under certain circumstances, in periods of lower primary aluminum prices relative to our cost of operations, we were able to defer one or more of these payments, provided that we provide the PBGC with acceptable security for such deferred payments.
−Removed: We 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.
−Removed: As of June 30, 2023, we made contributions of $ 2.4 million related to the Amended PBGC Settlement Agreement.
+Added: As of September 30, 2023, we made contributions of $ 6.9 million, including $ 4.5 million during the three months ended September 30, 2023, related to the Amended PBGC Settlement Agreement.
+Added: We did no t make any contributions for the three months ended September 30, 2022.
Power Commitments and Contingencies
−Removed: Hawesville has a power supply arrangement with Kenergy and EDF Trading North America, LLC (“EDF") which provides market-based power to the Hawesville smelter.
−Removed: Under this arrangement, the power companies purchase power on the open market and pass it through to Hawesville at Midcontinent Independent System Operator ("MISO") pricing plus transmission and other costs.
−Removed: The power supply arrangement with Kenergy has an effective term through December 2023.
−Removed: 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.
−Removed: Effective June 1, 2023, Century currently acts as its own MISO market participant (through an indirect, wholly-owned subsidiary).
−Removed: Sebree has a power supply arrangement with Kenergy and EDF which provides market-based power to the Sebree smelter.
−Removed: Similar to the arrangement at Hawesville, the power companies purchase power on the open market and pass it through to Sebree at MISO pricing plus transmission and other costs.
−Removed: The power supply arrangement with Kenergy has an effective term through December 2023.
−Removed: 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.
−Removed: Effective June 1, 2023, Century currently acts as its own MISO market participant (through an indirect, wholly-owned subsidiary).
−Removed: Century Aluminum of South Carolina, Inc.
−Removed: has a power supply agreement with Santee Cooper that has an effective term from April 1, 2021 through December 2023.
−Removed: Under this power supply agreement, 100 % of Mt.
−Removed: Holly’s electrical power
+Added: Hawesville has a power supply arrangement with Kenergy and Century Marketer, LLC (“Century Marketer"), Century's wholly-owned subsidiary that acts as a MISO market participant.
+Added: Under this arrangement, Hawesville gets access to power at Midcontinent Independent System Operator ("MISO") pricing plus transmission and other costs.
+Added: As the MISO Market Participant, Century Marketer purchases power from MISO for resale to Kenergy, which then resells the power to Hawesville.
+Added: The power supply arrangement with Kenergy has an effective term through May 2028.
+Added: Sebree has a power supply arrangement with Kenergy and Century Marketer, LLC (“Century Marketer"), Century's wholly-owned subsidiary that acts as a MISO market participant.
+Added: Under this arrangement, Sebree gets access to power at Midcontinent Independent System Operator ("MISO") pricing plus transmission and other costs.
+Added: As the MISO Market Participant, Century Marketer purchases power from MISO for resale to Kenergy, which then resells the power to Sebree.
+Added: The power supply arrangement with Kenergy has an effective term through May 2028.
CENTURY ALUMINUM COMPANY
1 unchanged sentence
(amounts in millions, except share and per share amounts)
−Removed: requirements are supplied from Santee Cooper’s generation at cost of service based rates.
+Added: Century Aluminum of South Carolina, Inc.
+Added: has a power supply agreement with Santee Cooper that has an effective term from April 1, 2021 through December 2023.
+Added: Under this power supply agreement, 100 % of Mt.
+Added: Holly’s electrical power requirements are supplied from Santee Cooper’s generation at cost of service based rates.
The contract provides sufficient energy to allow Mt.
Holly to produce at 75 % of full production capacity.
+Added: On October 27, 2023, we entered into a new power supply agreement effective January 2024.
+Added: Subsequent Events for further details.
Grundartangi has power purchase agreements for approximately 545 MW with HS Orka hf ("HS"), Landsvirkjun and Orkuveita Reykjavikur ("OR") to provide power to its Grundartangi smelter.
18 unchanged sentences
An agreement was reached on July 19, 2022, covering the curtailment period.
−Removed: Century Sebree's labor agreement with the USW for its employees is effective through October 28, 2023.
+Added: Century Sebree's labor agreement with the USW for its employees was effective through October 28, 2023 and was extended until November 10, 2023.
+Added: Century Sebree and the USW are currently in active negotiations on the terms of a new agreement.
Holly employees are not represented by a labor union.
Approximately 62 % 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.
−Removed: We are currently negotiating the terms of new agreements for both union employee groups.
+Added: Both contracts are effective through December 31, 2023.
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.
−Removed: 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.
+Added: As of September 30, 2023, the principal and accrued interest for the contingent obligation was $ 30.5 million, which was fully offset by a derivative asset.
We may be required to make installment payments for the contingent obligation in the future.
These payments are contingent based on the LME price of primary aluminum and the level of Hawesville’s operations.
−Removed: As of June 30, 2023, the LME forward market prices do not exceed the threshold for payment.
−Removed: 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.
−Removed: There can be no assurance that circumstances will not change thus accelerating the timing of such payments.
+Added: As of September 30, 2023, the LME forward market prices do not exceed the threshold for
CENTURY ALUMINUM COMPANY
1 unchanged sentence
(amounts in millions, except share and per share amounts)
+Added: 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.
+Added: There can be no assurance that circumstances will not change thus accelerating the timing of such payments.
Components of Accumulated Other Comprehensive Loss
Components of AOCL:
−Removed: June 30, 2023
+Added: September 30, 2023
December 31, 2022
8 unchanged sentences
(1) The allocation of the income tax effect to the components of other comprehensive loss is as follows:
−Removed: June 30, 2023
+Added: September 30, 2023
December 31, 2022
3 unchanged sentences
Defined benefit plan and other postretirement liabilities Unrealized gain on financial instruments Total, net of tax
−Removed: Balance, April 1, 2023 $ ( 94.4 ) $ 1.5 $ ( 92.9 )
−Removed: Net amount reclassified to net income 2.2 0.0 2.2
Balance, June 30, 2023
$ ( 92.2 ) $ 1.5 $ ( 90.7 )
−Removed: Balance, April 1, 2022 $ ( 83.4 ) $ 1.7 $ ( 81.7 )
−Removed: Net amount reclassified to net income 0.8 0.0 0.8
+Added: Net amount reclassified to net loss 1.7 0.0 1.7
+Added: Balance, September 30, 2023
+Added: $ ( 90.5 ) $ 1.5 $ ( 89.0 )
Balance, June 30, 2022
$ ( 82.6 ) $ 1.7 $ ( 80.9 )
+Added: Net amount reclassified to net income ( 7.3 ) 0.0 ( 7.3 )
+Added: Balance, September 30, 2022
+Added: $ ( 89.9 ) $ 1.7 $ ( 88.2 )
Balance, January 1, 2023
+Added: $ ( 95.6 ) $ 1.6 $ ( 94.0 )
Net amount reclassified to net loss 5.1 ( 0.1 ) 5.0
−Removed: Balance, June 30, 2023
+Added: Balance, September 30, 2023
$ ( 90.5 ) $ 1.5 $ ( 89.0 )
Balance, January 1, 2022
+Added: $ ( 84.0 ) $ 1.7 $ ( 82.3 )
Net amount reclassified to net income ( 5.9 ) 0.0 ( 5.9 )
−Removed: Balance, June 30, 2022
+Added: Balance, September 30, 2022
$ ( 89.9 ) $ 1.7 $ ( 88.2 )
3 unchanged sentences
Reclassifications out of AOCL were included in the consolidated statements of operations as follows:
−Removed: Three months ended June 30,
−Removed: Six months ended June 30,
+Added: Three months ended
+Added: September 30, Nine months ended
+Added: September 30,
AOCL Components Location 2023 2022 2023 2022
Defined benefit plan and other postretirement liabilities Cost of goods sold $ 1.1 $ 0.4 $ 3.3 $ 1.3
+Added: Other income (expense) - net — ( 8.0 ) — ( 8.0 )
Selling, general and administrative expenses 0.1 0.2 0.4 0.5
7 unchanged sentences
Pension Benefits
−Removed: Three months ended June 30, Six months ended June 30,
+Added: Three months ended September 30, Nine months ended September 30,
2023 2022 2023 2022
6 unchanged sentences
Other Postretirement Benefits
−Removed: Three months ended June 30, Six months ended June 30,
+Added: Three months ended September 30, Nine months ended September 30,
2023 2022 2023 2022
3 unchanged sentences
Amortization of net loss 0.0 0.2 0.1 1.0
+Added: Curtailment gain, net — ( 8.0 ) — ( 8.0 )
Net periodic benefit cost $ 1.0 $ ( 7.2 ) $ 3.1 $ ( 6.0 )
−Removed: As of June 30, 2023, we had an open position of 59,187 tonnes related to LME forward financial sales contracts to fix the forward LME aluminum price.
+Added: As of September 30, 2023, we had an open position of 74,993 tonnes related to LME forward financial sales contracts to fix the forward LME aluminum price.
These contracts are expected to settle monthly through December 2024.
−Removed: We have also entered into financial contracts with various counterparties to offset fixed price sales arrangements with certain of our customers ("fixed for floating swaps") to remain exposed to the LME and MWP aluminum prices.
−Removed: As of June 30, 2023, we had 2,961 tonnes related to fixed for floating swaps that will settle monthly through November 2023.
−Removed: We have entered into financial contracts to hedge a portion of Grundartangi's exposure to the Nord Pool power market (“Nord Pool power price swaps”).
−Removed: All of the Nord Pool power price swaps are expected to cash settle monthly through
CENTURY ALUMINUM COMPANY
1 unchanged sentence
(amounts in millions, except share and per share amounts)
−Removed: December 2023.
−Removed: The Nord Pool power price swaps are settled in Euros, therefore we have entered into financial contracts to hedge the risk of fluctuations associated with the Euro ("FX swaps").
−Removed: As of June 30, 2023, we had an open position related to the FX swaps of € 16.4 million that will settle monthly through December 2023.
−Removed: During the third quarter of 2022, we entered certain floating Nord Pool financial contracts to unwind a portion of our fixed contract position as a result of the recent power agreement amendment, making us predominantly hedged against Nord Pool power price fluctuations during 2023.
−Removed: As of June 30, 2023, we had an open net position of 499,116 MWh related to the Nord Pool power price swaps.
+Added: entered into financial contracts with various counterparties to offset fixed price sales arrangements with certain of our customers ("fixed for floating swaps") to remain exposed to the LME and MWP aluminum prices.
+Added: As of September 30, 2023, we had 949 tonnes related to fixed for floating swaps that will settle monthly through November 2023.
+Added: We have entered into financial contracts to hedge a portion of Grundartangi's exposure to the Nord Pool power market (“Nord Pool power price swaps”).
+Added: All of the Nord Pool power price swaps are expected to cash settle monthly through December 2023.
+Added: The Nord Pool power price swaps are settled in Euros;
+Added: therefore, we have entered into financial contracts to hedge the risk of fluctuations associated with the Euro ("FX swaps").
+Added: As of September 30, 2023, we had an open position related to the FX swaps of € 8.2 million that will settle monthly through December 2023.
+Added: During the third quarter of 2022, we entered certain floating Nord Pool financial contracts to unwind a portion of our fixed contract position, making us predominantly hedged against Nord Pool power price fluctuations during 2023.
+Added: As of September 30, 2023, we had an open net position of 249,612 MWh related to the Nord Pool power price swaps that will settle monthly through December 2023.
We have entered into financial contracts to fix a portion of our exposure to the Indiana Hub power market at our Kentucky plants ("Indiana Hub power price swaps").
−Removed: As of June 30, 2023, we had an open position of 88,320 MWh.
+Added: As of September 30, 2023, we had an open position of 44,160 MWh.
The Indiana Hub power price swaps are expected to settle monthly through December 2023.
We have entered into forward contracts to hedge the risk of fluctuations associated with the Icelandic Krona (ISK) and Euro for contracts related to the construction of the Grundartangi casthouse and the Sebree casthouse project denominated in these currencies ("casthouse currency hedges").
−Removed: As of June 30, 2023, we had an open position related to the ISK casthouse swaps of kr 24.0 million that will settle monthly through January 2024.
−Removed: As of June 30, 2023, we had an open position related to the Euro casthouse swaps of € 4.9 that will settle monthly through January 2024.
+Added: As of September 30, 2023, we had an open position related to the ISK casthouse swaps of kr 1.7 billion that will settle monthly through January 2024.
+Added: As of September 30, 2023, we had an open position related to the Euro casthouse swaps of € 5.3 million that will settle monthly through January 2024.
We have entered into financial contracts to hedge a portion of our exposure at our operations to the NYMEX Henry Hub (“NYMEX Henry Hub natural gas price swaps”).
The natural gas volume is measured per million British Thermal Units ("MMBtu").
−Removed: As of June 30, 2023, we had an open position of 600,000 MMBtu.
−Removed: The NYMEX Henry Hub natural gas price swaps are expected to settle monthly through October 2023.
+Added: As of September 30, 2023, we had an open position of 900,000 MMBtu.
+Added: The NYMEX Henry Hub natural gas price swaps are expected to settle monthly through December 2023.
+Added: We have entered into financial contracts to hedge a portion of our exposure at our operations to Heavy Fuel Oil (“HFO price swaps”).
+Added: The HFO volume is measured per barrel.
+Added: As of September 30, 2023, we had an open position of 100,000 barrels.
+Added: The HFO price swaps are expected to settle monthly through March 2024.
Our agreements with derivative counterparties contain certain provisions requiring collateral to be posted in the event the market value of our position exceeds the margin threshold limit of our master agreement with the counterparty.
−Removed: As of June 30, 2023 and December 31, 2022, the Company had not recorded restricted cash as collateral related to open derivative contracts under the master arrangements with our counterparties.
−Removed: The following tables set forth the Company's derivative assets and liabilities that were accounted for at fair value and not designated as cash flow hedges as of June 30, 2023 and December 31, 2022, respectively:
+Added: As of September 30, 2023 and December 31, 2022, the Company had not recorded restricted cash as collateral related to open derivative contracts under the master arrangements with our counterparties.
+Added: CENTURY ALUMINUM COMPANY
+Added: Condensed Notes to the Consolidated Financial Statements (continued)
+Added: (amounts in millions, except share and per share amounts)
+Added: The following tables set forth the Company's derivative assets and liabilities that were accounted for at fair value and not designated as cash flow hedges as of September 30, 2023 and December 31, 2022, respectively:
Asset Fair Value
−Removed: June 30, 2023 December 31, 2022
+Added: September 30, 2023 December 31, 2022
Commodity contracts (1)
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Liability Fair Value
−Removed: June 30, 2023 December 31, 2022
+Added: September 30, 2023 December 31, 2022
Commodity contracts (1)
1 unchanged sentence
Total $ 10.4 $ 31.0
−Removed: (1) Commodity contracts reflect our outstanding LME forward financial sales contracts, fixed for floating swaps, Nord Pool power price swaps, NYMEX Henry Hub natural gas price swaps, and Indiana Hub power price swaps.
−Removed: At June 30, 2023, $ 1.1 million of Due from affiliates, $ 1.0 million of Due to affiliates, and $ 1.5 million of Due to affiliates - less current portion were related to commodity contracts with Glencore.
+Added: (1) Commodity contracts reflect our outstanding LME forward financial sales contracts, fixed for floating swaps, Nord Pool power price swaps, NYMEX Henry Hub natural gas price swaps, HFO price swaps, and Indiana Hub power price swaps.
+Added: At September 30, 2023, $ 2.3 million of Due from affiliates, $ 5.6 million of Due to affiliates, and $ 1.7 million of Due to affiliates - less current portion were related to commodity contracts with Glencore.
At December 31, 2022, $ 11.9 million of Due to affiliates, and $ 8.3 million of Due to affiliates - less current portion were related to commodity contract liabilities with Glencore.
(2) Foreign exchange contracts reflect our outstanding FX swaps and the casthouse currency hedges.
−Removed: CENTURY ALUMINUM COMPANY
−Removed: Condensed Notes to the Consolidated Financial Statements (continued)
−Removed: (amounts in millions, except share and per share amounts)
The following table summarizes the net (loss) gain on forward and derivative contracts:
−Removed: Three months ended June 30,
−Removed: Six months ended June 30,
+Added: Three months ended
+Added: September 30, Nine months ended
+Added: September 30,
2023 2022 2023 2022
3 unchanged sentences
Total $ ( 25.2 ) $ 112.6 $ ( 73.7 ) $ 287.7
−Removed: (1) For the three months ended June 30, 2023, $ 11.4 million of the net gain was with Glencore, and for the three months ended June 30, 2022, $ 65.2 million of the net gain was with Glencore.
−Removed: For the six months ended June 30, 2023, $ 3.5 million of the net loss with Glencore, and for the six months ended June 30, 2022, $ 6.3 million of the net gain was with Glencore.
+Added: (1) For the three months ended September 30, 2023, $ 3.1 million of the net loss was with Glencore, and for the three months ended September 30, 2022, $ 13.1 million of the net gain was with Glencore.
+Added: For the nine months ended September 30, 2023, $ 6.6 million of the net loss with Glencore, and for the nine months ended September 30, 2022, $ 19.4 million of the net gain was with Glencore.
Subsequent Events
−Removed: On July 7, 2023, Vlissingen borrowed $ 10.0 million on the Vlissingen Facility Agreement with Glencore International AG.
+Added: Holly Power Contract
+Added: On October 27, 2023, our wholly-owned subsidiary, Century Aluminum of South Carolina, Inc.
+Added: ("CASC"), entered into an agreement with the South Carolina Public Service Authority (also known as Santee Cooper) for a new, three-year power contract for Century's Mt.
+Added: Holly aluminum smelter.
+Added: The contract will be effective as of January 1, 2024, and run through December 2026, and will provide for 295 MW of electric power at rates allowing the Mt.
+Added: Holly smelter to continue operating at its current capacity.
FORWARD-LOOKING STATEMENTS
24 unchanged sentences
and certain foreign deferred tax assets and liabilities;
+Added: • Our ability to qualify for and realize potential tax benefits under the Inflation Reduction Act of 2022;
• Our ability to access existing or future financing arrangements and the terms of any such future financing arrangements;
15 unchanged sentences
Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.