What changed in this filing

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Item 2. Management’s Discussion and Analysis

2023-11-08 compared with 2023-08-09 · 119 added, 103 removed, 215 unchanged (51% of the section changed)

4 unchanged sentences

In addition to our primary aluminum assets, we have a 55% joint venture interest in the Jamalco bauxite mining operation and alumina refinery in Jamaica.

The Jamalco refinery will supply a substantial amount of the alumina used for the production of primary aluminum at our Grundartangi, Iceland facility.

The Jamalco refinery supplies a substantial amount of the alumina used for the production of primary aluminum at our Grundartangi, Iceland facility.

We also own a carbon anode production facility located in the Netherlands.

6 unchanged sentences

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.

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.

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.

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.

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.

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.

Acquisition of 55% interest in Jamalco

1 unchanged sentence

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

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

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

Jamalco has alumina production capacity of approximately 1.4 million tonnes.

2 unchanged sentences

Acquisition of Jamalco for further information.

Holly Power Contract

On October 27, 2023, our wholly-owned subsidiary, Century Aluminum of South Carolina, Inc.

("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.

Holly aluminum smelter.

The contract will be effective as of January 1, 2024, and run through December 2026, and will provide for 295MW of electric power at cost-of-service based rates, allowing the Mt.

Holly smelter to continue operating at its current capacity.

Equipment Failure

Starting in June 2023, we experienced power disruptions due to damage to the Jamalco power generation unit.

The impact of the Jamalco equipment failure in the third quarter was approximately $16.9 million.

We estimate an additional impact to our

financial results in the fourth quarter of approximately $5.0 million.

We believe the equipment has returned to full capacity as of the end of October.

We expect that all losses arising from the power equipment failure will be covered under our insurance policies, less $8.0 million in deductibles.

Pricing of aluminum

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

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

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

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

From time to time, we may seek to manage our exposure to fluctuations in the LME price of primary aluminum and/or associated regional premiums through financial instruments designed to protect our downside price risk exposure.

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

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

Increases or decreases in primary aluminum prices drive variability in our revenues (assuming all other factors are unchanged).

Information regarding financial contracts is included in Note 15.

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

We saw declines in the pricing of aluminum through the second quarter of 2023, when compared to the aluminum prices which peaked during the first quarter of 2022 and began declining during the second quarter of 2022.

The following table summarizes the average price for primary aluminum per tonne in second quarter of 2023, the first quarter of 2023, and the second quarter of 2022.

Quarter ended Six months ended

($ per tonne) June 30, 2023 March 31, 2023 June 30, 2023 June 30, 2022

We saw continued declines in the pricing of aluminum through the third quarter of 2023, which was a continuation of recent price trends that peaked during the first quarter of 2022 and began declining during the second quarter of 2022.

The following table summarizes the average price for primary aluminum per tonne in three months ended September 30, 2023, the three months ended June 30, 2023, and the nine months ended September 30, 2023 and 2022.

Quarter ended Nine months ended

($ per tonne) September 30, 2023 June 30, 2023 September 30, 2023 September 30, 2022

Average LME $ 2,155 $ 2,263 $ 2,272 $ 2,834

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Results of Operations

The following discussion for the three and six months ended June 30, 2023 reflects no change in production capacities, other than the curtailment of the Hawesville smelter, at our operating facilities.

The following discussion for the three and nine months ended September 30, 2023 reflects no change in production capacities and the continued curtailment of the Hawesville smelter, at our operating facilities.

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

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

This year's auction saw capacity prices return towards normalized levels and will reduce our capacity costs significantly from prior year.

This year's auction saw capacity prices return towards normalized levels and has reduced our capacity costs significantly from the prior year.

Our expected capacity demand costs for power are approximately $1.5 million for the twelve months ending May 31, 2024, in addition to the market price of power used.

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

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

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

and Europe have reverted to historical levels.

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

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

and Europe have moderated from their previously elevated levels.

European energy markets impact our Grundartangi operations, which pays a portion of its power costs based on the Nord Pool power market, and our Vlissingen facility in the Netherlands, which utilizes natural gas to produce anodes used in our Grundartangi operations.

The energy market in Europe has historically been dependent upon imported natural gas from Russia, and the significant reduction in Russian gas supply to Europe has resulted in increased uncertainty with respect to the price and availability of natural gas.

Adverse changes to European natural gas prices or availability could

adversely affect operations at Vlissingen, and in turn operations at Grundartangi, if we are not able to source an alternative supply of anodes.

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

Quarter ended Six months ended

Quarter ended Nine months ended

Sequential Year-to-date

June 30, 2023 March 31, 2023 June 30, 2023 June 30, 2022

September 30, 2023 June 30, 2023 September 30, 2023 September 30, 2022

(in millions, except per share data)

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Total net sales $ 545.2 $ 575.5 $ 1,673.1 $ 2,247.4

Gross profit 15.9 48.1 64.0 109.1

Net income (loss) 6.6 (38.6) (32.0) 55.1

Gross (loss) profit (11.5) 15.9 52.5 66.1

Net (loss) income (45.9) 6.6 (77.9) 99.4

Net loss attributable to noncontrolling interests (3.9) (0.9) (4.8) —

Net income (loss) attributable to Century stockholders 7.5 (38.6) (31.1) 55.1

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

Net (loss) income attributable to Century stockholders (42.0) 7.5 (73.1) 99.4

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

Basic $ (0.45) $ 0.08 $ (0.79) $ 1.02

12 unchanged sentences

95,502 $ 320.3 78,223 $ 283.7 173,725 $ 604.0

139,630 $ 564.8 74,454 $ 273.2 214,084 $ 838.0

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

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

Quarter ended Six months ended

Quarter ended Nine months ended

Sequential Year-to-date

(in millions) June 30, 2023 March 31, 2023 June 30, 2023 June 30, 2022

(in millions) September 30, 2023 June 30, 2023 September 30, 2023 September 30, 2022

Net sales $ 545.2 $ 575.5 $ 1,673.1 $ 2,247.4

Net sales (excluding scrap aluminum, purchased aluminum and alumina sales) decreased by $20.3 million for the three months ended June 30, 2023, compared to the three months ended March 31, 2023, primarily driven by unfavorable volume and sales mix of $23.3 million, partially offset by favorable LME and regional premium price realizations of $3.0 million.

Net sales (excluding scrap aluminum, purchased aluminum and alumina sales) decreased by $539.7 million for the six months ended June 30, 2023, compared to the six months ended June 30, 2022, primarily driven by unfavorable volume and sales mix of $294.0 million, which was driven by the curtailment of our Hawesville smelter, and unfavorable LME and regional premium price realizations of $245.7 million.

Quarter ended Six months ended

Net sales (excluding scrap aluminum, purchased aluminum and alumina sales) decreased by $36.0 million for the three months ended September 30, 2023, compared to the three months ended June 30, 2023, primarily driven by unfavorable LME and regional premium price realizations of $27.8 million and unfavorable volume and sales mix of $8.1 million.

Net sales (excluding scrap aluminum, purchased aluminum and alumina sales) decreased by $669.9 million for the nine months ended September 30, 2023, compared to the nine months ended September 30, 2022, primarily driven by unfavorable LME and regional premium price realizations of $344.5 million and unfavorable volume and sales mix of $325.4 million, attributable to the curtailment of our Hawesville smelter.

The change in net sales of aluminum was partially offset by $107.1 million attributable to Jamalco sales of alumina.

Quarter ended Nine months ended

Sequential Year-to-date

(in millions) June 30, 2023 March 31, 2023 June 30, 2023 June 30, 2022

Gross profit $ 15.9 $ 48.1 $ 64.0 $ 109.1

Gross profit decreased by $32.2 million for the three months ended June 30, 2023, compared to the three months ended March 31, 2023, primarily driven by unfavorable raw material price realization of $33.8 million, unfavorable volume and sales mix of $4.4 million and higher operating costs of $9.0 million.

The change is partially offset by favorable power price realization of $17.0 million, and favorable metal price realization of $3.2 million.

Gross profit decreased by $45.1 million for the six months ended June 30, 2023, compared to the six months ended June 30, 2022, primarily driven by unfavorable metal price realization of $245.8 million and unfavorable volume and sales mix of $107.1 million, driven by curtailment of our Hawesville smelter.

The change is partially offset by favorable power price realization of $120.1 million, lower operating costs of $108.5 million, and favorable raw material price realization of $65.5 million.

(in millions) September 30, 2023 June 30, 2023 September 30, 2023 September 30, 2022

Gross (loss) profit $ (11.5) $ 15.9 $ 52.5 $ 66.1

Gross profit decreased by $27.4 million for the three months ended September 30, 2023, compared to the three months ended June 30, 2023, primarily attributable to unfavorable LME and regional price realization of $27.8 million.

These factors were partially offset by favorable raw material price realization of $7.0 million and favorable power price realization of $3.2 million.

Gross profit decreased by $13.6 million for the nine months ended September 30, 2023, compared to the nine months ended September 30, 2022, primarily driven by unfavorable LME and regional price realization of $344.5 million and unfavorable volume and sales mix of $151.7 million, attributable to the curtailment of our Hawesville smelter.

These factors were partially offset by favorable power price realization of $231.6 million, lower operating costs of $125.1 million primarily attributable to Hawesville curtailment, and favorable raw material price realization of $112.8 million.

Asset impairment charge

Quarter ended Six months ended

Quarter ended Nine months ended

Sequential Year-to-date

(in millions) June 30, 2023 March 31, 2023 June 30, 2023 June 30, 2022

(in millions) September 30, 2023 June 30, 2023 September 30, 2023 September 30, 2022

Asset impairment charge $ — $ — $ — $ 159.4

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

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

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

Selling, general and administrative expenses

Quarter ended Six months ended

Quarter ended Nine months ended

Sequential Year-to-date

(in millions) June 30, 2023 March 31, 2023 June 30, 2023 June 30, 2022

(in millions) September 30, 2023 June 30, 2023 September 30, 2023 September 30, 2022

Selling, general and administrative expenses $ 10.8 $ 12.0 $ 36.2 $ 26.2

Selling, general and administrative expenses decreased by $1.4 million for the three months ended June 30, 2023, compared to the three months ended March 31, 2023, primarily driven by share-based compensation costs as a result of quarter over quarter changes in the Company's stock price, partially offset by costs related to the Jamalco acquisition of $0.7 million.

Selling, general and administrative expenses increased by $7.9 million for the six months ended June 30, 2023, compared to the six months ended June 30, 2022, primarily driven by an increase in share-based compensation costs resulting from the increase of the Company's stock price between periods and costs related to the Jamalco acquisition of $1.6 million.

Net gain (loss) on forward and derivative contracts

Quarter ended Six months ended

Selling, general and administrative expenses decreased by $1.2 million for the three months ended September 30, 2023, compared to the three months ended June 30, 2023, primarily driven by share-based compensation costs as a result of quarter over quarter changes in the Company's stock price.

Selling, general and administrative expenses increased by $10.0 million for the nine months ended September 30, 2023, compared to the nine months ended September 30, 2022, primarily driven by an increase in share-based compensation costs resulting from the increase of the Company's stock price between periods and costs related to the Jamalco acquisition of $1.9 million.

Net (loss) gain on forward and derivative contracts

Quarter ended Nine months ended

Sequential Year-to-date

(in millions) June 30, 2023 March 31, 2023 June 30, 2023 June 30, 2022

Net gain (loss) on forward and derivative contracts $ 9.1 $ (57.6) $ (48.5) $ 175.1

Net gain on forward and derivative contracts was $9.1 million for the three months ended June 30, 2023, an improvement of $66.7 million as compared to the three months ended March 31, 2023 The improvement was primarily driven by decreased losses on LME and Nord Pool forward contracts, attributable to fluctuations in the LME and Nord Pool forward prices and volume of contracts.

Net loss on forward and derivative contracts was $48.5 million for the six months ended June 30, 2023, a decrease of $223.6 million as compared to the six months ended June 30, 2022.

The transition from gain to loss was primarily driven by

increased losses on LME and Nord Pool derivative contracts due to LME and Nord Pool forward price decreases, offset by decreased losses from MWP derivative contracts, which fully settled in December 2022.

(in millions) September 30, 2023 June 30, 2023 September 30, 2023 September 30, 2022

Net (loss) gain on forward and derivative contracts $ (25.2) $ 9.1 $ (73.7) $ 287.7

Net loss on forward and derivative contracts was $25.2 million for the three months ended September 30, 2023, a change of $34.3 million as compared to the three months ended June 30, 2023.

The transition from gain to loss was primarily driven by increased losses on LME and Nord Pool forward contracts, attributable to fluctuations in the LME and Nord Pool forward prices and volume of contracts.

Net loss on forward and derivative contracts was $73.7 million for the nine months ended September 30, 2023, a change of $361.4 million as compared to the nine months ended September 30, 2022.

The transition from gain to loss was primarily driven by increased losses on LME and Nord Pool derivative contracts due to LME and Nord Pool forward price decreases.

Income tax benefit (expense)

Quarter ended Six months ended

Quarter ended Nine months ended

Sequential Year-to-date

(in millions) June 30, 2023 March 31, 2023 June 30, 2023 June 30, 2022

(in millions) September 30, 2023 June 30, 2023 September 30, 2023 September 30, 2022

Income tax benefit (expense) $ 11.0 $ 10.0 $ 21.2 $ (64.6)

Income tax benefit increased by $9.8 million for the three months ended June 30, 2023, compared to the three months ended March 31, 2023, primarily driven by changes in the jurisdictional mix of earnings and the improvement in net gain on forward and derivative contracts between periods.

Income tax benefit was $10.2 million for the six months ended June 30, 2023, compared to an expense of $44.0 million for the six months ended June 30, 2022, primarily driven by favorable power pricing on a year-over-year basis.

Income tax benefit increased by $1.0 million for the three months ended September 30, 2023, compared to the three months ended June 30, 2023, primarily driven by changes in the jurisdictional mix of earnings.

Income tax benefit was $21.2 million for the nine months ended September 30, 2023, compared to an expense of $64.6 million for the nine months ended September 30, 2022, primarily driven by changes in the jurisdictional mix of earnings on a year-over-year basis.

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

5 unchanged sentences

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

As of June 30, 2023, we had cash and cash equivalents of approximately $50.6 million and unused availability under our revolving credit facilities of $180.5 million (including $90.0 million under the Vlissingen Facility Agreement referred to below) resulting in a total liquidity position of approximately $231.1 million.

As of September 30, 2023, we had cash and cash equivalents of approximately $70.3 million and unused availability under our revolving credit facilities of $212.6 million (including $80.0 million under the Vlissingen Facility Agreement referred to below).

As of September 30, 2023, we additionally had restricted cash of $24.4 million, of which $22.9 million represents funds that are restricted to be used on capital expenditures.

Our cash and cash equivalents, restricted cash for capital expenditures and unused availability under our revolving credit facilities comprise our liquidity position, which was $305.8 million as of September 30, 2023.

Available Cash

Our available cash and cash equivalents balance at June 30, 2023 was $50.6 million compared to $54.3 million at December 31, 2022.

Our available cash and cash equivalents balance at September 30, 2023 was $70.3 million compared to $54.3 million at December 31, 2022.

Sources and Uses of Cash

Our statements of cash flows are summarized below:

Six months ended June 30,

Nine Months Ended September 30,

(in millions) 2023 2022

Net cash (used in) provided by operating activities $ (1.9) $ 68.6

Net cash provided by operating activities $ 39.6 $ 57.2

Net cash used in investing activities (17.6) (70.1)

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

Net cash provided by financing activities 17.2 38.2

Change in cash, cash equivalents and restricted cash $ 39.2 $ 25.3

The change in net cash provided by operating activities during the six months ended June 30, 2023 compared to net cash provided by operating activities during the six months ended June 30, 2022 was primarily driven by favorable power pricing and timing of payments and receipts.

The change in net cash used in investing activities during the six months ended June 30, 2023 compared to net cash used in investing activities during the six months ended June 30, 2022 was primarily due to spending on capital projects, driven by the Grundartangi casthouse project, and partially offset by cash acquired in excess of cash paid for the acquisition of Jamalco.

The change in net cash provided by financing activities during the six months ended June 30, 2023 from net cash used in financing activities during the six months ended June 30, 2022 was primarily due to net borrowings on our revolving credit

facilities, partially offset by a reduction in borrowings on the Grundartangi casthouse facility and repayments of the Iceland Term Facility compared to 2022.

The reduction in net cash provided by operating activities during the nine months ended September 30, 2023 compared to the nine months ended September 30, 2022 was primarily driven by timing of payments and receipts.

The reduction in net cash used in investing activities during the nine months ended September 30, 2023 compared to the nine months ended September 30, 2022 was primarily due to the receipt of approximately $25.7 million in proceeds from the sale of the Mt.

Holly Commerce Park Land Sale, cash acquired in excess of cash paid for the acquisition of Jamalco, and lower cash spend on the purchase of property, plant and equipment in the current year.

The reduction in net cash provided by financing activities during the nine months ended September 30, 2023 compared to the nine months ended September 30, 2022 was primarily due to net repayments on our revolving credit facilities, partially offset by the sale of carbon credits and proceeds from the Vlissingen Facility Agreement.

Availability Under Our Credit Facilities

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

As of June 30, 2023, our U.S.

As of September 30, 2023, our U.S.

revolving credit facility had a borrowing availability of $142.6 million, outstanding borrowings of $68.2 million, and $41.8 million of outstanding letters of credit with total availability of $32.6 million.

Of the outstanding letters of credit, $13.7 million are related to our power commitments and $28.1 million are primarily for the purpose of securing certain debt and workers’ compensation commitments.

As of June 30, 2023, our Iceland revolving credit facility had a borrowing base of $100.0 million and $73.0 million in outstanding borrowings, with total availability of $27.0 million.

As of June 30, 2023, our credit facilities (including the Vlissingen Facility Agreement referred to below) had $180.5 million of net availability after consideration of our outstanding borrowings and letters of credit.

As of September 30, 2023, our Iceland revolving credit facility had a borrowing base of $100.0 million and no outstanding borrowings, with total availability of $100.0 million.

As of September 30, 2023, our credit facilities (including the Vlissingen Facility Agreement referred to below) had $212.6 million of net availability after consideration of our outstanding borrowings and letters of credit.

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

2 unchanged sentences

revolving credit facility is less than or equal to $25.0 million, or 10% of the borrowing base, but not less than $17.85 million.

We intend to maintain availability to comply with these levels any time we would not meet the ratio, which could limit our ability to access the full amount of our availability under our U.S revolving credit facility.

We intend to maintain availability to comply with these levels any time we would not meet the ratio, which could limit our ability to access the full

amount of our availability under our U.S revolving credit facility.

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

As of June 30, 2023, we were in compliance with all such covenants or maintained availability above such covenant triggers.

As of September 30, 2023, we were in compliance with all such covenants or maintained availability above such covenant triggers.

Grundartangi Casthouse Facility

3 unchanged sentences

The Casthouse Facility bears interest at a rate plus applicable margin as defined within the agreement.

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

As of September 30, 2023 there were $86.9 million in outstanding borrowings under the Casthouse Facility.

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

As of June 30, 2023, we were in compliance with all such covenants.

As of September 30, 2023, we were in compliance with all such covenants.

Senior Notes and Convertible Senior Notes

18 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.

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.

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

5 unchanged sentences

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

As of June 30, 2023, there were no outstanding borrowings under the Vlissingen Facility Agreement.

As of September 30, 2023, there were $10.0 million in outstanding borrowings under the Vlissingen Facility Agreement.

Supplemental Guarantor Financial Information

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

As of June 30, 2023, we have not issued any debt securities pursuant to the Universal Shelf Registration Statement.

securities that are guaranteed by certain of the Company's subsidiaries.

As of September 30, 2023, we have not issued any debt securities pursuant to the Universal Shelf Registration Statement.

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

2 unchanged sentences

The Guarantor Subsidiaries are 100% owned by Century.

All guarantees will be full and unconditional;

all guarantees will be joint and several.

All guarantees will be joint and several, full and unconditional.

Our foreign subsidiaries, together with Nordural US LLC, Century Aluminum Development LLC, Century Aluminum of West Virginia, Inc.

2 unchanged sentences

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

Intercompany balances and transactions between the Company and the Guarantors have been eliminated and the summarized financial information does not reflect investments of the Company or the Guarantors in the

Non-Guarantor Subsidiaries ("Non-Guarantors").

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

June 30, 2023 December 31, 2022

September 30, 2023 December 31, 2022

Current assets $ 335.4 $ 305.7

2 unchanged sentences

Non-current liabilities 495.0 487.1

Six months ended June 30, 2023

Nine Months Ended September 30, 2023

Net sales $ 1,054.8

2 unchanged sentences

Net loss (73.1)

As of June 30, 2023 and December 31, 2022, an intercompany receivable due to the Company and Guarantors from the Non-Guarantors totaled $10.4 million and $18.2 million, respectively, and an intercompany non-current loan due to the Company from the Non-Guarantors totaled $413.9 million and $466.3 million, respectively.

As of June 30, 2023, an intercompany current loan due to the Company from the Non-Guarantors totaled $10.1 million.

As of September 30, 2023 and December 31, 2022, an intercompany receivable due to the Company and Guarantors from the Non-Guarantors totaled $19.0 million and $18.2 million, respectively, and an intercompany non-current loan due to the Company from the Non-Guarantors totaled $377.2 million and $466.3 million, respectively.

As of September 30, 2023, an intercompany current loan due to the Company from the Non-Guarantors totaled $10.3 million.

There was no intercompany current loan as of December 31, 2022.

2 unchanged sentences

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 June 30, 2023, the principal and accrued interest for the contingent obligation was $30.2 million, which was fully offset by a derivative asset.

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.

As of June 30, 2023, based on the LME forward market prices and our expected level of Hawesville operations, we believe that we will not be required to make payments on the contingent obligation during the term of the agreement, which expires in 2028.

As of September 30, 2023, based on the LME forward market prices and our expected level of Hawesville operations, we believe that we will not be required to make payments on the contingent obligation during the term of the agreement, which expires in 2028.

There can be no assurance that circumstances will not change thus accelerating the timing of such payments.

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

We did not make any contributions for the three months ended June 30, 2023, and 2022.

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

In October 2021, we amended the PBGC Settlement Agreement (the "Amended PBGC Settlement Agreement") such that we removed the deferral mechanism and agreed to contribute approximately $2.4 million per year to our defined benefit pension plans for a total of approximately $9.6 million, over four years beginning on November 30, 2022 and ending on November 30, 2025, subject to acceleration if certain terms and conditions are met in such amendment.

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

In October 2021, we amended the

PBGC Settlement Agreement (the "Amended PBGC Settlement Agreement") such that we removed the deferral mechanism and agreed to contribute approximately $2.4 million per year to our defined benefit pension plans for a total of approximately $9.6 million, over four years beginning on November 30, 2022 and ending on November 30, 2025, subject to acceleration if certain terms and conditions are met in such amendment.

As of 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.

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

Section 232 Aluminum Tariff

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In addition to primary aluminum products, the tariffs also cover certain other semi-finished products.

All imports that directly compete with our products are covered by the tariff, with the exception of imports from

Australia, Canada and Mexico.

All imports that directly compete with our products are covered by the tariff, with the exception of imports from Australia, Canada and Mexico.

Additionally, primary aluminum imports from Argentina are allowed up to an annual quota limit of 169,000 metric tonnes, the first 18,000 metric tonnes of imports from the European Union and the first 900 metric tonnes of imports from the United Kingdom are also allowed duty free.

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Holly Land Sale Agreement"), subject to ordinary course conditions, to sell approximately 133 acres of land for approximately $28.5 million.

On May 18, 2023, the Mt.

Holly Land Sale Agreement was amended to extend the buyer's option term into the third quarter, 2023, and revise the purchase price to approximately $25.8 million.

On September 12, 2023, the Mt.

Holly Land Sale Agreement was completed at a revised purchase price of $25.7 million.

The proceeds from this sale are restricted to be used on capital expenditures.

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

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

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

Holly facility.

The project was completed during the second quarter of 2022, resulting in total production of 75% of Mt.

Holly’s full capacity.

During 2021, we announced plans for construction of a new billet casthouse at Grundartangi.

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

As of June 30, 2023, we had $43.7 million remaining under the repurchase program authorization.

As of September 30, 2023, we had $43.7 million remaining under the repurchase program authorization.

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

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

At June 30, 2023, we had $2.0 million in other current liabilities and $5.0 million in other liabilities related to this agreement.

At September 30, 2023, we had $2.0 million in other current liabilities and $3.2 million in other liabilities related to this agreement.

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

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For major investment projects we would likely seek financing from various capital and loan markets and may potentially pursue the formation of strategic alliances.

We may be unable, however, to issue additional debt or equity securities, or enter into other financing arrangements on attractive terms, or at all, due to a number of factors including a lack of demand, unfavorable pricing, poor economic conditions, unfavorable interest rates, or our

financial condition or credit rating at the time.

Future uncertainty in the U.S.

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

Capital expenditures incurred for the six months ended June 30, 2023 were $5.1 million, excluding expenditures of $33.3 million associated with the Grundartangi casthouse project.

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

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

Capital expenditures incurred for the nine months ended September 30, 2023 were $18.3 million, excluding expenditures of $44.4 million associated with the Grundartangi casthouse project.

We estimate our total capital spending in 2023, excluding the Grundartangi casthouse project, will be approximately $10 to $15 million, related to our ongoing investment and sustainability projects at our plants.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 2. Management’s Discussion and Analysis