What changed in this filing

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Item 1. Financial Statements

2024-05-01 compared with 2023-11-08 · 245 added, 405 removed, 495 unchanged (57% of the section changed)

4 unchanged sentences

Three months ended

September 30, Nine months ended

September 30,

2023 2022 2023 2022

Related parties $ 315.0 $ 412.2

2 unchanged sentences

Cost of goods sold 473.0 504.3

Gross (loss) profit ( 11.5 ) ( 43.0 ) 52.5 66.1

Gross profit 16.5 48.1

Selling, general and administrative expenses 14.1 13.4

Asset impairment — — — 159.4

Other operating expense (income) - net 1.9 ( 0.2 ) 13.7 0.2

Operating (loss) income ( 24.2 ) ( 51.5 ) 2.6 ( 119.7 )

Other operating expense - net 0.5 7.2

Operating income 1.9 27.5

Interest expense - affiliates ( 1.8 ) —

Interest expense ( 7.4 ) ( 8.7 )

Interest income 0.7 0.3

Net (loss) gain on forward and derivative contracts ( 25.2 ) 112.6 ( 73.7 ) 287.7

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 )

(Loss) income before equity in earnings of joint ventures ( 45.9 ) 44.3 ( 77.9 ) 99.4

Equity in earnings of joint ventures 0.0 0.0 0.0 0.0

Net (loss) income ( 45.9 ) 44.3 ( 77.9 ) 99.4

Net gain (loss) on forward and derivative contracts 7.4 ( 57.6 )

Bargain purchase gain 245.9 —

Other loss - net ( 1.5 ) ( 0.3 )

Income (loss) before income taxes 245.2 ( 38.8 )

Income tax (expense) benefit ( 0.5 ) 0.2

Net income (loss) 244.7 ( 38.6 )

Net loss attributable to noncontrolling interests ( 2.1 ) —

Net (loss) income attributable to Century stockholders ( 42.0 ) 44.3 ( 73.1 ) 99.4

Net income (loss) attributable to Century stockholders 246.8 ( 38.6 )

net income allocated to participating securities 13.2 —

Net (loss) income allocated to common stockholders $ ( 42.0 ) $ 41.6 $ ( 73.1 ) $ 93.4

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

Net income (loss) allocated to common stockholders $ 233.6 $ ( 38.6 )

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

Basic $ 2.52 $ ( 0.42 )

5 unchanged sentences

CENTURY ALUMINUM COMPANY

CONSOLIDATED STATEMENTS OF COMPREHENSIVE (LOSS) INCOME

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

(in millions)

Three months ended

September 30, Nine months ended

September 30,

2023 2022 2023 2022

Comprehensive (loss) income:

Net (loss) income $ ( 45.9 ) $ 44.3 $ ( 77.9 ) $ 99.4

Other comprehensive income (loss) before income tax effect:

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

Comprehensive income (loss):

Net income (loss) $ 244.7 $ ( 38.6 )

Other comprehensive (loss) income before income tax effect:

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

Defined benefit plans and other postretirement benefits:

OPEB curtailment gain, net — ( 8.0 ) — ( 8.0 )

Amortization of prior service benefit (cost) during the period — ( 0.3 ) 0.1 ( 1.2 )

Amortization of net loss during the period 1.7 1.1 5.0 3.6

Other comprehensive income (loss) before income tax effect 1.7 ( 7.2 ) 5.0 ( 5.7 )

Net loss arising during the period ( 3.4 ) —

Amortization of prior service cost during the period 0.1 —

Amortization of net gain during the period 1.7 1.2

Other comprehensive (loss) income before income tax effect ( 1.7 ) 1.1

Income tax effect — —

Other comprehensive income (loss) 1.7 ( 7.3 ) 5.0 ( 5.9 )

Comprehensive (loss) income ( 44.2 ) 37.0 ( 72.9 ) 93.5

Other comprehensive (loss) income ( 1.7 ) 1.1

Comprehensive income (loss) 243.0 ( 37.5 )

Comprehensive loss attributable to noncontrolling interests ( 2.1 ) —

Comprehensive (loss) income attributable to Century stockholders $ ( 40.3 ) $ 37.0 $ ( 68.1 ) $ 93.5

Comprehensive income (loss) attributable to Century stockholders $ 245.1 $ ( 37.5 )

See Condensed Notes to the Consolidated Financial Statements

2 unchanged sentences

(in millions)

September 30, 2023 December 31, 2022

March 31, 2024 December 31, 2023

Cash and cash equivalents $ 93.5 $ 88.8

1 unchanged sentence

Accounts receivable - net 47.8 53.7

Non-trade receivables 38.5 36.2

Due from affiliates 22.8 20.2

Manufacturing credit receivable 57.9 59.3

Inventories 484.2 477.0

12 unchanged sentences

Deferred credit - preliminary bargain purchase gain — 273.4

Current debt due to affiliates 10.0 10.0

Current maturities of long-term debt 65.9 38.3

1 unchanged sentence

Long-term debt 452.1 430.9

Accrued benefits - less current portion 112.6 118.0

Accrued benefits costs - less current portion 121.3 120.3

Other liabilities 97.1 66.3

Long-term debt due to affiliates 10.0 —

Due to affiliates - less current portion 1.7 8.3

Deferred tax liabilities 83.9 103.1

Asset retirement obligations 60.6 19.6

Deferred taxes 73.0 72.4

Asset retirement obligations - less current portion 50.4 49.5

Total noncurrent liabilities 793.9 739.4

8 unchanged sentences

Total Century shareholders’ equity 601.5 355.6

Noncontrolling interest 53.3 —

Noncontrolling interests ( 14.4 ) ( 11.5 )

Total equity 587.1 344.1

4 unchanged sentences

(in millions)

Nine months ended September 30,

Three months ended March 31,

CASH FLOWS FROM OPERATING ACTIVITIES:

Net (loss) income $ ( 77.9 ) $ 99.4

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

Unrealized loss (gain) on derivative instruments 84.2 ( 302.3 )

Other postretirement benefits gain — ( 8.0 )

Net income (loss) $ 244.7 $ ( 38.6 )

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

Unrealized (gain) loss on derivative instruments ( 6.4 ) 64.4

Lower of cost or NRV inventory adjustment — 5.1

Depreciation, depletion and amortization 19.9 15.9

Deferred tax (benefit) provision ( 23.5 ) 52.3

Asset impairment — 159.4

Change in deferred tax benefit (expense) 0.4 ( 1.5 )

Bargain purchase gain ( 245.9 ) —

Other non-cash items - net ( 1.5 ) ( 0.5 )

1 unchanged sentence

Accounts receivable - net ( 1.4 ) 19.1

Non-trade receivables 5.2 —

Manufacturing credit receivable ( 12.6 ) —

Due from affiliates ( 2.6 ) ( 11.7 )

4 unchanged sentences

Accrued and other current liabilities ( 8.4 ) ( 8.7 )

Ravenswood retiree medical settlement ( 2.0 ) ( 2.0 )

PBGC Settlement ( 4.5 ) —

Other - net 1.0 2.6

Net cash provided by operating activities 39.6 57.2

Net cash used in operating activities ( 14.8 ) ( 0.2 )

CASH FLOWS FROM INVESTING ACTIVITIES:

Purchase of property, plant and equipment ( 29.7 ) ( 14.3 )

Proceeds from sales of property, plant and equipment 25.7 0.1

Acquisition of subsidiary net of cash acquired 19.4 —

Net cash used in investing activities ( 29.7 ) ( 14.3 )

2 unchanged sentences

Repayments under revolving credit facilities ( 130.5 ) ( 209.4 )

Debt issuance costs — ( 1.6 )

Repayment of Iceland Term Facility ( 9.8 ) —

Repayments under Iceland term facility ( 1.2 ) ( 2.4 )

Borrowings under Grundartangi casthouse debt facility 25.0 10.0

Borrowings under Vlissingen Facility Agreement 10.0 —

Carbon credit proceeds 33.8 —

Net cash provided by financing activities 17.2 38.2

Net cash provided by (used in) financing activities 49.2 ( 9.4 )

CHANGE IN CASH, CASH EQUIVALENTS AND RESTRICTED CASH 4.7 ( 23.9 )

1 unchanged sentence

Cash, cash equivalents and restricted cash, end of period $ 95.0 $ 31.6

CENTURY ALUMINUM COMPANY

CONSOLIDATED STATEMENTS OF CASH FLOWS

(in millions)

Nine months ended September 30,

Supplemental Cash Flow Information:

13 unchanged sentences

Three months ended

September 30, 2023

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

March 31, 2024

Balance, December 31, 2023 52,284 $ — 92,689,864 $ 1.0 $ 2,542.9 $ ( 86.3 ) $ ( 97.9 ) $ ( 2,004.1 ) $ 355.6 $ ( 11.5 ) $ 344.1

Net income (loss) — — — — — — — 246.8 246.8 ( 2.1 ) 244.7

Other comprehensive income — — — — — — 1.7 — 1.7 — 1.7

Other comprehensive loss — — — — — — ( 1.7 ) — ( 1.7 ) — ( 1.7 )

Share-based compensation — — 6,069 — 0.8 — — — 0.8 — 0.8

1 unchanged sentence

Noncontrolling interest of business acquired — — — — — — — — — ( 0.8 ) ( 0.8 )

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

Balance, March 31, 2024 52,238 $ — 92,700,495 $ 1.0 $ 2,543.7 $ ( 86.3 ) $ ( 99.6 ) $ ( 1,757.3 ) $ 601.5 $ ( 14.4 ) $ 587.1

Three months ended

September 30, 2022

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

Other comprehensive income — — — — — — ( 7.3 ) — ( 7.3 ) — ( 7.3 )

Share-based compensation — 0.0 43,873 0.0 0.6 — — — 0.6 — 0.6

Conversion of preferred stock to common stock ( 330 ) 0.0 32,982 0.0 0.0 — — — 0.0 — 0.0

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

CENTURY ALUMINUM COMPANY

CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY

(in millions, except share data)

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

deficit Total Century Equity Noncontrolling Interest Total equity

Shares Amount Shares Amount

Nine Months Ended

September 30, 2023

March 31, 2023

Balance, December 31, 2022 53,854 $ — 92,323,978 $ 1.0 $ 2,539.6 $ ( 86.3 ) $ ( 94.0 ) $ ( 1,961.0 ) $ 399.3 $ — $ 399.3

2 unchanged sentences

Share-based compensation — — — — 0.6 — — — 0.6 — 0.6

Conversion of preferred stock to common stock ( 347 ) 0.0 34,626 0.0 — — — — — — 0.0

Noncontrolling interest of business acquired — — — — — — — — — 58.1 58.1

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

Nine Months Ended

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

Net income — — — — — — — 99.4 99.4 — 99.4

Other comprehensive income — — — — — — ( 5.9 ) — ( 5.9 ) — ( 5.9 )

Share-based compensation — 0.0 66,001 0.0 2.1 — — — 2.1 — 2.1

Conversion of preferred stock to common stock ( 496 ) 0.0 49,617 0.0 0.0 — — — 0.0 — 0.0

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

Balance, March 31, 2023 53,854 $ — 92,323,978 $ 1.0 $ 2,540.2 $ ( 86.3 ) $ ( 92.9 ) $ ( 1,999.6 ) $ 362.4 $ — $ 362.4

See Condensed Notes to the Consolidated Financial Statements

1 unchanged sentence

Condensed Notes to the Consolidated Financial Statements

Nine months ended September 30, 2023 and 2022

Three months ended March 31, 2024 and 2023

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

1 unchanged sentence

In management’s opinion, the unaudited interim consolidated financial statements reflect all adjustments, which are of a normal and recurring nature, that are necessary for a fair presentation of financial results for the interim periods presented.

Operating results for the first nine months of 2023 are not necessarily indicative of the results that may be expected for the year ending December 31, 2023.

Operating results for the first three months of 2024 are not necessarily indicative of the results that may be expected for the year ending December 31, 2024.

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.

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.

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

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

Recently Issued Accounting Standards

In November 2023, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update (“ASU”) 2023-07, “Improvements to Reportable Segment Disclosures.” (“ASU 2023-07”).

Among other changes, the ASU requires disclosure of significant segment expenses and extends certain annual disclosures to interim periods.

The ASU is effective for the Company beginning with its annual financial statements for the year ending December 31, 2024.

Early adoption is permitted.

The Company is currently evaluating the requirements of ASU 2023-07.

Acquisition of Jamalco

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.

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.

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

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

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

These estimates and valuation of the property, plant and equipment, current assets, 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.

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

The results of operations have been included in the consolidated financial statements since the acquisition date.

The purchase price of the acquisition was $ 1.00 , primarily due to the seller experiencing financial distress following curtailment of Jamalco's operations in the second half of 2021 due to a facility fire, with operations restarting in the second half of 2022.

The acquisition was accounted for as a business combination under the acquisition method of accounting in accordance with ASC 805 - Business Combinations, resulting in the Company recognizing the assets and liabilities at fair value with the excess over fair value of consideration transferred to the seller presented as a bargain purchase gain of $ 245.9 million recognized within the Consolidated Statements of Operations for the three months ended March 31, 2024.

The Company finalized its purchase accounting as of March 31, 2024.

CENTURY ALUMINUM COMPANY

1 unchanged sentence

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

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

Preliminary purchase price allocation Amount

Consideration transferred

Cash paid $ 8.3

Total consideration transferred $ 8.3

The following table represents the allocation of the estimated fair value of identified assets acquired, liabilities assumed and noncontrolling interest as of March 31, 2024

Purchase price allocation Amount

Identifiable assets acquired and liabilities assumed

1 unchanged sentence

Restricted cash 8.3

Inventories 93.4

Accounts receivable - net 7.7

Non-trade receivables 40.4

Inventories 103.9

Prepaid and other current assets 4.2

Property, plant and equipment - net 217.2

Other assets 26.1

Accounts payable, trade ( 94.6 )

1 unchanged sentence

Other liabilities ( 36.5 )

Asset retirement obligations ( 36.5 )

Total identifiable net assets acquired 228.0

Asset retirement obligation ( 23.9 )

Total identifiable net assets acquired and liabilities assumed 242.7

noncontrolling interest ( 3.2 )

Deferred credit - preliminary bargain purchase gain ( 161.6 )

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

For the three and nine months ended September 30, 2023, Jamalco contributed $ 63.4 million and $ 107.1 million to our total revenues.

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.

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.

Bargain purchase gain $ 245.9

The following unaudited pro forma financial information reflects the results of operations of the Company for the three months ended March 31, 2023 as if the acquisition of Jamalco had been completed on January 1, 2023.

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, 2023, nor is the information indicative of future results of operations of the combined companies.

Three months ended September 30, Nine months ended September 30,

2023 2022 2023 2022

Three months ended March 31,

Revenue $ 582.2

2 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 months ended March 31, 2024 and 2023, we incurred curtailment charges of approximately $ 0.6 million and $ 7.0 million, respectively, including $ 5.4 million related to demand capacity charges for power during three months ended March 31, 2023.

In addition, these charges were partially offset by income related to scrap and materials sales of $ 0.5 million and $ 0.7 million for the three months ended March 31, 2024 and 2023, respectively, recognized in Other operating expense - net within the Consolidated Statements of Operations.

Related Party Transactions

The significant related party transactions occurring during the three months ended March 31, 2024 and 2023 are described below.

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

CENTURY ALUMINUM COMPANY

1 unchanged sentence

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

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.

See Note 1 4 .

Components of N et P eriodic B enefit C ost for additional information.

Related Party Transactions

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

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.

As of March 31, 2024 , Glencore plc and its affiliates (together "Glencore") beneficially owned 42.9 % of Century’s outstanding common stock ( 46.0 % on a fully-diluted basis assuming the conversion of all of the Series A Convertible Preferred Stock) and all of our outstanding Series A Convertible Preferred Stock.

Shareholders' Equity for a description of our outstanding Series A Convertible Preferred Stock.

1 unchanged sentence

Sales to Glencore

For the three months ended September 30, 2023 and 2022, we derived approximately 73.5 % and 63.5 % of our consolidated net sales from Glencore, respectively.

For the three months ended March 31, 2024 and 2023, we derived approximately 64.3 % and 75.0 % of our consolidated net sales from Glencore, respectively.

Glencore purchases aluminum produced at our U.S.

2 unchanged sentences

We have entered into agreements with Glencore pursuant to which we sell certain amounts of alumina at market-based prices.

For the three 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.

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.

For the three months ended March 31, 2024 and 2023, the Company recogniz ed $ 35.5 million and $ 21.0 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.

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.

Alumina purchases from Glencore during the three months ended March 31, 2024 and March 31, 2023, were priced based on published alumina and aluminum indices as well as fixed prices.

Financial Contracts with Glencore

1 unchanged sentence

Derivatives regarding these forward financial sales contracts.

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

Three months ended

Net sales to Glencore $ 315.0 $ 412.2

Purchases from Glencore (1)

(1) Includes settlements of financial contract positions.

Vlissingen Facility Agreement

2 unchanged sentences

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

Carbon Credit Repurchase Agreement

In September 2023, our wholly owned subsidiary Nordural Grundartangi ehf ("Grundartangi"), entered into a structured repurchase arrangement ("Agreement") with an affiliate of Glencore and 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 .

The terms of the transaction

CENTURY ALUMINUM COMPANY

1 unchanged sentence

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

Carbon Credit Repurchase Agreement

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.

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.

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:

Three months ended

September 30, Nine months ended

September 30,

2023 2022 2023 2022

Net sales to Glencore $ 400.9 $ 404.9 $ 1,240.3 $ 1,321.5

Purchases from Glencore (1)

23.2 56.0 174.5 268.5

(1) Includes settlements of financial contract positions.

permitted Grundartangi to 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 € 32.7 million.

In December 2023, the Agreement was amended ("Amended Agreement") to extend the repurchase window to March 25, 2024, and increased the repurchase price to € 85.13 per Carbon Credit, for an aggregate amount of € 33.2 million.

In addition, Grundartangi entered into a second repurchase agreement ("Second Agreement") with Glencore to sell 40,000 Carbon Credits at a price of € 69.30 per Carbon Credit and to repurchase the same number of Carbon Credits at a price of € 70.71 per Carbon Credit for an aggregate amount of € 2.8 million.

In March 2024, the Amended Agreement was amended to extend the repurchase window from March 25, 2024 to August 30, 2024 and the repurchase price was revised to € 87.01 per Carbon Credit, for an aggregate amount of € 33.9 million.

In addition, the Second Agreement was amended to extend the repurchase window from March 25, 2024 to August 30, 2024 and revised the repurchase price to € 72.59 per Carbon Credit, for an aggregate amount of € 2.9 million.

Due to the repurchase element of these transactions, the Company retains substantially all of the remaining benefits of the assets and has accounted for the transaction as a financing arrangement in accordance with Topic 606, Revenue from Contracts with Customers ("ASC 606").

We disaggregate our revenue by geographical region as follows:

Net Sales Three months ended

September 30, Nine months ended

September 30,

2023 2022 2023 2022

United States $ 300.0 $ 342.3

Iceland 189.5 210.1

Jamaica 63.4 — 107.1 —

Total $ 489.5 $ 552.4

We enter into contracts to sell mainly primary aluminum to our customers.

Revenue is recognized when our performance obligations with our customers are satisfied.

Our obligations under the contracts are satisfied when we transfer control of our primary aluminum to our customers which is generally upon shipment or delivery to customer directed locations.

The amount of consideration we receive, thus the revenue we recognize, is a function of volume delivered, market price of primary aluminum, which is based on the LME, plus regional premiums and any value-added product premiums.

We have also entered into agreements with our customers to sell certain amounts of alumina at market-based prices.

The payment terms and conditions in our contracts vary and are not significant to our revenue.

We complete an appropriate credit evaluation for each customer at contract inception.

Customer payments are due in arrears and are recognized as accounts receivable - net and due from affiliates in our consolidated balance sheets.

In connection with our sales agreements with certain customers, including Glencore, we invoice the customer prior to physical shipment of goods for a majority of production generated from each of our U.S.

domestic smelters.

For those sales, revenue is recognized only when the customer has specifically requested such treatment and has made a commitment to purchase the product.

The goods must be complete, ready for shipment and separated from other inventory with control over the goods passing to the customer.

We must retain no further performance obligations.

Contract liabilities are recorded when cash payments are received or due in advance of performance.

As of September 30, 2023, $ 10.1 million was recorded in Due to affiliates.

There were no contract liabilities as of December 31, 2022.

Amounts recognized in Due to affiliates was $ 52.0 million and $ 30.6 million, as of March 31, 2024 and December 31, 2023, respectively.

Fair Value Measurements

12 unchanged sentences

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

Recurring Fair Value Measurements As of September 30, 2023

Recurring Fair Value Measurements As of March 31, 2024

Cash equivalents $ 11.7 $ — $ — $ 11.7

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

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

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

Level 2 Fair Value Measurements:

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LME forward financial sales contracts Discounted cash flows Quoted LME forward market

Midwest Premium ("MWP") forward financial sales contracts Discounted cash flows Quoted MWP forward market

Fixed for floating swaps Discounted cash flows Quoted LME forward market, quoted MWP forward market

Nord Pool power price swaps Discounted cash flows Quoted Nord Pool forward market

Indiana Hub power price swaps Discounted cash flows Quoted Indiana Hub forward market

FX swaps Discounted cash flows Euro/USD forward exchange rate

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ISK/USD forward exchange rate

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

Heavy Fuel Oil ("HFO") price swaps Discounted cash flows Quoted HFO forward market

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Our estimates of significant unobservable inputs are ultimately based on our estimates of risks that market participants would consider when valuing our assets and liabilities.

The following table presents the inputs for recurring fair value measurements categorized within Level 3 of the fair value hierarchy, along with information regarding significant unobservable inputs used to value Level 3 assets and liabilities:

Recurring Level 3 Fair Value Measurements:

As of September 30, 2023

As of December 31, 2022

Asset / Liability Valuation Technique Observable Inputs Significant Unobservable Input Fair Value Value/Range of Unobservable Input Fair Value Value/Range of Unobservable Input

LME forward financial sales contracts Discounted cash flows Quoted LME forward market Discount rate net (1)

$ — 8.58 % $ ( 2.8 ) 8.58 %

(1) Represents risk adjusted discount rate.

CENTURY ALUMINUM COMPANY

Condensed Notes to the Consolidated Financial Statements (continued)

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

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

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

For the three months ended September 30, 2022

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

Balance as of July 1, 2022 $ 1.6 $ ( 3.8 ) —

Total realized/unrealized gains (losses)

Included in Net income (1)

Transfers into Level 3 (2)

Balance as of September 30, 2022

$ 3.2 $ ( 2.3 ) $ 0.0

Change in unrealized gains (losses) (1)

$ 1.6 $ 1.5 $ 0.0

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

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

For the nine months ended September 30, 2023

There was no activity related to Level 3 assets and liabilities measured at fair value on a recurring basis for the three months ended March 31, 2024.

Level 3 Assets Level 3 Liabilities

For the three months ended March 31, 2023

LME Forward financial sales contracts LME forward financial sales contracts

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Transfers out of Level 3 (3)

Balance as of September 30, 2023

Change in unrealized gains (losses) (2)

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

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

CENTURY ALUMINUM COMPANY

Condensed Notes to the Consolidated Financial Statements (continued)

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

Level 3 Assets Level 3 Liabilities

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 ) $ —

Total realized/unrealized gains (losses)

Included in Net income (1)

1.6 — 5.3 — —

Transfers into Level 3 (2)

1.6 — ( 2.5 ) — —

Transfers out of Level 3 (3)

— ( 0.2 ) — 0.2 0.0

Balance as of September 30, 2022

$ 3.2 $ — $ ( 2.3 ) $ — $ —

Balance as of March 31, 2023

Change in unrealized gains (losses) (1)

$ 1.6 $ — $ 5.3 $ — $ —

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

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

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

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

Earnings Per Share

Basic earnings per share ("EPS") amounts are calculated by dividing net income (loss) allocated to common stockholders by the weighted average number of common shares outstanding during the period.

Basic and diluted earnings per share ("EPS") amounts are calculated using the two-class method.

Under the two-class method, net earnings are allocated to each class of common stock and participating securities as if all of the net earnings for the period had been distributed.

Basic earnings per common share excludes dilution and is calculated by dividing net income (loss) allocated to common stockholders by the weighted average number of common shares outstanding during the period.

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

Prior to the three months ended March 31, 2024, diluted EPS amounts were calculated by applying the if-converted method as net income allocated to participating securities was not significant.

CENTURY ALUMINUM COMPANY

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

For the three months ended September 30,

Net Income (Loss) Shares

(in millions)

Per Share Net Income (Loss) Shares

(in millions)

Net (loss) income attributable to Century stockholders $ ( 42.0 ) $ 44.3

net income allocated to participating securities — 2.7

Net (loss) income allocated to common stockholders $ ( 42.0 ) 92.4 $ ( 0.45 ) $ 41.6 91.3 $ 0.46

Effect of Dilutive Securities (1) :

Share-based compensation — — ( 0.4 ) 1.4

Convertible senior notes — — 0.7 4.6

Net income allocated to common stockholders with assumed conversion $ ( 42.0 ) 92.4 $ ( 0.45 ) $ 41.9 97.3 $ 0.43

For the nine months ended September 30,

For the three months ended March 31,

Net Income (Loss) Shares

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(in millions)

Net (loss) income attributable to Century stockholders $ ( 73.1 ) $ 99.4

Net income (loss) attributable to Century stockholders $ 246.8 $ ( 38.6 )

net income allocated to participating securities 13.2 —

Net (loss) income allocated to common stockholders $ ( 73.1 ) 92.4 $ ( 0.79 ) $ 93.4 91.3 $ 1.02

Net income (loss) allocated to common stockholders $ 233.6 92.7 $ 2.52 $ ( 38.6 ) 92.3 $ ( 0.42 )

Effect of Dilutive Securities (1) :

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Convertible senior notes 1.9 4.6 — —

Net (loss) income allocated to common stockholders with assumed conversion $ ( 73.1 ) 92.4 $ ( 0.79 ) $ 94.3 97.6 $ 0.97

Net income (loss) allocated to common stockholders $ 222.8 98.7 $ 2.26 $ ( 38.6 ) 92.3 $ ( 0.42 )

Three months ended

September 30, Nine months ended

September 30,

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

2023 2022 2023 2022

Share-based compensation — 0.9

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(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.

CENTURY ALUMINUM COMPANY

Condensed Notes to the Consolidated Financial Statements (continued)

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

Shareholders’ Equity

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.

As of March 31, 2024 and December 31, 2023, we had 195,000,000 shares of common stock, $ 0.01 par value per share, authorized under our Restated Certificate of Incorporation, of which 99,887,016 shares were issued and 92,700,495 shares were outstanding at March 31, 2024, and 99,876,385 were issued and 92,689,864 shares were outstanding at December 31, 2023.

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

Preferred Stock

As of 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.

As of March 31, 2024 and December 31, 2023, we had 5,000,000 shares of preferred stock, $ 0.01 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.

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In addition, issuance of any shares of preferred stock with voting powers may dilute the voting power of the outstanding common stock.

CENTURY ALUMINUM COMPANY

Condensed Notes to the Consolidated Financial Statements (continued)

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

Series A Convertible Preferred Stock

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Glencore holds all of the issued and outstanding Series A Convertible Preferred Stock.

At September 30, 2023 and December 31, 2022, 53,508 and 53,854 shares of Series A Convertible Preferred Stock were outstanding, respectively.

At March 31, 2024 and December 31, 2023, 52,238 and 52,284 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.

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

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

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

CENTURY ALUMINUM COMPANY

Condensed Notes to the Consolidated Financial Statements (continued)

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

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.

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.

Through March 31, 2024 we repurchased 7,186,521 shares of common stock for an aggregate purchase price of $ 86.3 million.

We have made no repurchases since April 2015 and have approximately $ 43.7 million remaining under the repurchase program authorization as of March 31, 2024.

For the three months ended March 31, 2024 and 2023, we recorded an income tax expense of $ 0.5 million and a tax benefit of $ 0.2 million, respectively.

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

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

As of September 30, 2023, all of Century's U.S.

As of March 31, 2024, all of Century's U.S.

and certain foreign deferred tax assets, net of deferred tax liabilities, continue to be subject to a valuation allowance.

The Inflation Reduction Act of 2022 ("IRA") was signed into law on August 16, 2022, and the CHIPS and Science Act of 2022 was signed into law on August 9, 2022.

These laws, effective January 1, 2023, implement new tax provisions, primarily a 15% corporate alternative minimum tax and a nondeductible 1% excise tax on the fair market value of stock repurchased by publicly traded corporations.

As of 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.

We are continuing to evaluate potential tax benefits available under the acts and expect the release of additional guidance from the U.S.

Department of Treasury by the end of the year.

Section 45X of The Inflation Reduction Act of 2022 ("IRA") contains a production tax credit equal to 10% of certain eligible production costs, including, without limitation, labor, energy, depreciation and amortization and overhead expenses.

On December 14, 2023, the U.S.

Department of the Treasury and the Internal Revenue Service released proposed rules to provide guidance on the production tax credit requirements under Internal Revenue Code Section 45X (the “Proposed Regulations”).

The Proposed Regulations provide guidance on rules that taxpayers must satisfy to qualify for the IRA Section 45X tax credit.

For the three months ended March 31, 2024 , the Company recognized a reduction of $ 11.9 million in Cost of goods sold and a reduction of $ 0.7 million in Selling, general and administrative expenses within the Consolidated Statements of Operations, resulting in an equally offsetting receivable.

As of March 31, 2024 and December 31, 2023, the Company recognized a Manufacturing credit receivable of $ 57.9 million and $ 59.3 million, respectively, and as of March 31, 2024, recognized a non-current receivable of $ 14.0 million within Other assets on the Consolidated Balance Sheets.

CENTURY ALUMINUM COMPANY

Condensed Notes to the Consolidated Financial Statements (continued)

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

Inventories consist of the following:

September 30, 2023 December 31, 2022

March 31, 2024 December 31, 2023

Raw materials $ 172.0 $ 162.5

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Inventories are stated at the lower of cost or Net Realizable Value ("NRV") using the first-in, first-out or the weighted average cost method.

CENTURY ALUMINUM COMPANY

Condensed Notes to the Consolidated Financial Statements (continued)

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

September 30, 2023 December 31, 2022

March 31, 2024 December 31, 2023

Debt classified as current liabilities:

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Debt classified as non-current liabilities:

Grundartangi casthouse facility, net of financing fees of $ 0.7 million at September 30, 2023 (4)

Iceland Term Facility, net of financing fees of $ 0.0 million and current portion at September 30, 2023 (5)

Vlissingen Facility Agreement (6)

7.5 % senior secured notes due April 1, 2028, net of financing fees of $ 2.8 million at September 30, 2023, interest payable semiannually

2.75 % convertible senior notes due May 1, 2028, net of financing fees of $ 1.6 million at September 30, 2023, interest payable semiannually

Grundartangi casthouse facility, net of financing fees of $ 1.2 million at March 31, 2024 (4)

7.5 % senior secured notes due April 1, 2028, net of financing fees of $ 2.5 million at March 31, 2024, interest payable semiannually

2.75 % convertible senior notes due May 1, 2028, net of financing fees of $ 1.4 million at March 31, 2024, interest payable semiannually

Total $ 528.0 $ 479.2

(1) The IRBs are classified as current liabilities because they are remarketed weekly and could be required to be repaid upon demand if there is a failed remarketing.

The interest rate at September 30, 2023 was 4.11 %.

The interest rate at March 31, 2024 was 3.77 % .

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

The interest rate at September 30, 2023 was 9.25 %.

The interest rate at March 31, 2024 was 9.25 % .

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

The interest rate at September 30, 2023 wa s 8.40 %.

The interest rate at March 31, 2024 wa s 8.83 % .

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

The interest rate at September 30, 2023 was 8.77 %.

(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.

The interest rate at September 30, 2023 was 6.88 %.

(6) We incur interest at a fixed rate of 8.75 %.

The interest rate at March 31, 2024 was 8.84 %.

(5) We incur interest at a fixed rate equal to 8.75 %.

7.5 % Senior Secured Notes due 2028

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The 2028 Notes are senior secured obligations of Century, ranking equally in right of payment with all existing and future senior indebtedness of Century, but effectively senior to unsecured debt to the extent of the value of collateral.

As of September 30, 2023, the total estimated fair value of the 2028 Notes was $ 237.5 million.

CENTURY ALUMINUM COMPANY

Condensed Notes to the Consolidated Financial Statements (continued)

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

As of March 31, 2024, the total estimated fair value of the 2028 Notes was $ 251.2 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.

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The Convertible Notes were issued at a price of 100 % of their aggregate principal amount.

We received proce eds of $ 83.7 million, a fter payment of certain

CENTURY ALUMINUM COMPANY

Condensed Notes to the Consolidated Financial Statements (continued)

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

financing fees and related expenses.

We received proce eds of $ 83.7 million, a fter payment of certain financing fees and related expenses.

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.

1 unchanged sentence

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

As of September 30, 2023, the conversion rate remains unchanged.

As of March 31, 2024, the conversion rate remains unchanged.

The Convertible Notes are the Company’s senior unsecured obligations and rank senior in right of payment to any of the Company’s indebtedness that is expressly subordinated in right of payment to the Convertible Notes;

2 unchanged sentences

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

As of September 30, 2023, the if-converted value of the Convertible Note s does not exceed the outstanding principal amount.

As of September 30, 2023, the total estimated fair value of the Convertible Notes was $ 59.2 million.

As of March 31, 2024, the if-converted value of the Convertible Note s does not exceed the outstanding principal amount.

As of March 31, 2024, the total estimated fair value of the Convertible Notes was $ 88.0 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.

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

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.

At March 31, 2024, there were $ 17.0 million in outstanding borrowings and $ 58.0 million of outstanding letters of credit issued under our U.S.

revolving credit facility.

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revolving credit facility:

September 30, 2023

March 31, 2024

Credit facility maximum amount $ 250.0

4 unchanged sentences

Iceland Revolving Credit Facility

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

Our wholly-owned subsidiary, Nordural Grundartangi ehf ("Grundartangi"), entered into a revolving credit facility agreement with Landsbankinn hf., dated November 2013, as amended (the "Iceland revolving credit facility"), which originally provided for borrowings of up to $ 50.0 million in the aggregate.

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

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

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

At 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.

Under the terms of the Iceland revolving

CENTURY ALUMINUM COMPANY

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

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

At March 31, 2024, there were $ 32.0 million in outstanding borrowings under our Iceland revolving credit facility.

The Iceland revolving credit facility has a term through December 2026.

Status of our Iceland revolving credit facility:

September 30, 2023

March 31, 2024

Credit facility maximum amount $ 100.0

4 unchanged sentences

Grundartangi Casthouse Facility

Our wholly-owned subsidiary, Grundartangi, has entered into an eight-year Term Facility Agreement with Arion Bank hf, dated November 2021, as amended (the "Casthouse Facility") to provide for borrowings up to $ 130.0 million associated with construction of the new billet casthouse at Grundartangi (the"casthouse project").

On November 2, 2021, in connection with the casthouse project at Grundartangi, we entered into an eight-year Term Facility Agreement with Arion Bank hf, to provide for borrowings up to $ 130.0 million (the "Casthouse Facility").

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

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

As of March 31, 2024, there were $ 130.0 million in outstanding borrowings under the Casthouse Facility.

Iceland Term Facility

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

Repayments of principal amounts are made in equal monthly installments, the first payment occurring in February 2023, with the remainder of the principal amount to be paid no later than the termination date in January 2024.

Borrowings under the Iceland Term Facility bear interest at a rate equal to 3.2 % plus EUR EURIBOR 1 month as published at any time by the European Money Markets Institute.

As of 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.

Repayments of principal amounts were made in equal monthly installments, the first payment occurring in February 2023, with the remainder of the principal amount paid in January 2024.

Borrowings under the Iceland Term Facility bore interest at a rate equal to 3.2 % plus EUR EURIBOR 1 month as published at any time by the European Money Markets Institute.

The Iceland Term Facility has been repaid in full and has terminated pursuant to its terms in the first quarter of 2024.

Vlissingen Facility Agreement

On December 9, 2022, Vlissingen entered into a Facility Agreement with Glencore International AG pursuant to which Vlissingen may borrow from time to time up to $ 90.0 million (the "Vlissingen Facility Agreement") in one or more loans 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.

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

As of March 31, 2024, there were $ 10.0 million in outstanding borrowings under the Vlissingen Facility Agreement.

Hancock County Industrial Revenue Bond s

As part of the purchase price for our acquisition of the Hawesville facility, we assumed IRBs which were issued in connection with the financing of certain solid waste disposal facilities constructed at the Hawesville facility.

The IRBs bear interest at a variable rate not to exceed 12 % per annum determined weekly based upon prevailing rates for similar bonds in the industrial revenue bond market and interest on the IRBs is paid quarterly.

The IRBs are secured by a letter of credit issued under our U.S revolving credit facility and mature in April 2028.

Surety Bond Facility

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In June 2022, we entered into a surety bond facility with an insurance company to provide such bonds when applicable.

As of September 30, 2023, we had issued surety bonds totaling $ 6.6 million.

As of March 31, 2024, 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.

Commitments and Contingencies

CENTURY ALUMINUM COMPANY

Condensed Notes to the Consolidated Financial Statements (continued)

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

We have pending against us or may be subject to various lawsuits, claims and proceedings related primarily to employment, commercial, stockholder, environmental, safety and health matters and are involved in other matters that may give rise to contingent liabilities.

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For some matters, no accrual is established because we have assessed our risk of loss to be remote.

Where the risk of loss is probable and the amount of the loss can be

CENTURY ALUMINUM COMPANY

Condensed Notes to the Consolidated Financial Statements (continued)

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

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.

Where the risk of loss is probable and the amount of the loss can be reasonably estimated, we record an accrual, either on an individual basis or with respect to a group of matters involving similar claims, based on the factors set forth above.

While we regularly review the status of, and our estimates of potential liability associated with, contingencies to determine the adequacy of any associated accruals and related disclosures, the ultimate amount of loss may differ from our estimates.

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

As of September 30, 2023, $ 2.0 million was recorded in other current liabilities and $ 3.2 million was recorded in other liabilities.

As of March 31, 2024, $ 2.0 million was recorded in Other current liabilities and $ 3.4 million was recorded in Other liabilities on the Consolidated Balance Sheets.

PBGC Settlement

4 unchanged sentences

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

As of 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 no t make any contributions for the three months ended September 30, 2022.

As of March 31, 2024, we made contributions of $ 6.9 million and no payments for the three months ended March 31, 2024 related to the Amended PBGC Settlement Agreement.

Power Commitments and Contingencies

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As the MISO Market Participant, Century Marketer purchases power from MISO for resale to Kenergy, which then resells the power to Hawesville.

The power supply arrangement with Kenergy has an effective term through May 2028.

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.

Under this arrangement, Sebree gets access to power at Midcontinent Independent System Operator ("MISO") pricing plus transmission and other costs.

As the MISO Market Participant, Century Marketer purchases power from MISO for resale to Kenergy, which then resells the power to Sebree.

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)

Century Aluminum of South Carolina, Inc.

has a power supply agreement with Santee Cooper that has an effective term from April 1, 2021 through December 2023.

Century Marketer's power supply arrangement with Kenergy has an effective term through May 31, 2028, with automatic one-year extensions unless either party provides one-year notice of termination prior to the May 31 anniversary date.

Similarly, Kenergy's power supply contract with Hawesville has a term through December 31, 2025, with automatic one-year extensions unless either party provides one-year notice of termination prior to the December 31 anniversary date.

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.

Under this arrangement, Sebree gets access to power at Midcontinent Independent System Operator ("MISO") pricing plus transmission and other costs.

As the MISO Market Participant, Century Marketer purchases power from MISO for resale to Kenergy, which then resells the power to Sebree.

Similarly, Kenergy's power supply contract with Sebree has a term through December 31, 2025, with automatic one-year extensions unless either party provides one-year notice of termination prior to the December 31 anniversary date.

CASC has a power supply agreement with Santee Cooper that has an effective term through December 2026.

Under this power supply agreement, 100 % of Mt.

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

The contract provides sufficient energy to allow Mt.

Holly to produce at 75 % of full production capacity.

On October 27, 2023, we entered into a new power supply agreement effective January 2024.

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.

Grundartangi has power purchase agreements for approximately 545 MW of aggregate power with HS Orka hf ("HS"), Landsvirkjun and Orkuveita Reykjavikur ("OR").

These power purchase agreements expire on various dates from 2026 through 2036 (subject to extension).

The power purchase agreements with HS and OR provide power at LME-based variable rates for the duration of these agreements.

In July 2021, Grundartangi reached an agreement with Landsvirkjun for an extension of its existing 161 MW power contract that would have expired in December 2023.

Under the terms of the extension, Landsvirkjun will continue to supply power to Grundartangi from January 1, 2024 through December 31, 2026 and will increase the existing contract from 161 MW to 182 MW over time to provide the necessary flexibility to support the most recent capacity creep requirements and future growth opportunities for value-added products at the Grundartangi plant, including the Grundartangi casthouse project.

In September 2022, this agreement was amended to provide for 42 MW at a fixed price and 119 MW at rates linked to Nord Pool plus transmission through 2023 and beginning January 1, 2024 through December 31, 2026, this agreement allows for fixed rates plus a small variable rate portion of the full 182 MW.

Grundartangi also has a 25 MW power purchase agreement with Landsvirkjun at LME-based variable rates.

The power purchase agreements with each of HS and OR provide power at LME-based variable rates for the duration of these agreements.

Under the terms of the Landsvirkjun agreement, Landsvirkjun will provide up to 182 MW over time to support the most recent capacity creep requirements and the new billet casthouse at Grundartangi.

The Landsvirkjun agreement provides for fixed rates on most of the 182 MW, with a variable rate applicable to a smaller portion of the power through December 31, 2026.

Grundartangi also has a separate 25 MW power purchase agreement with Landsvirkjun at LME-based variable rate.

Other Commitments and Contingencies

5 unchanged sentences

The FME negotiates working conditions with trade unions on behalf of its members, which, when agreed upon, are then applicable to all employees of Vlissingen.

The current labor agreement is effective through May 31, 2024.

The current labor agreement is effective through May 31, 2024, and Vlissingen is currently in the process of negotiating a new contract with the FME.

Approximately 40 % of our U.S.

3 unchanged sentences

An agreement was reached on July 19, 2022, covering the curtailment period.

Century Sebree's labor agreement with the USW for its employees was effective through October 28, 2023 and was extended until November 10, 2023.

Century Sebree and the USW are currently in active negotiations on the terms of a new agreement.

Century Sebree's labor agreement with the USW for its employees is effective through October 28, 2028.

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.

Both contracts are effective through December 31, 2023.

Both contracts were effective through December 31, 2023.

Jamalco is currently in the process of negotiating new contracts with both the salaried and hourly employee groups.

CENTURY ALUMINUM COMPANY

Condensed Notes to the Consolidated Financial Statements (continued)

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

Contingent obligations

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

As of September 30, 2023, the principal and accrued interest for the contingent obligation was $ 30.5 million, which was fully offset by a derivative asset.

As of March 31, 2024, the principal and accrued interest for the contingent obligation was $ 31.2 million, which was fully offset by a derivative asset.

We may be required to make installment payments for the contingent obligation in the future.

These payments are contingent based on the LME price of primary aluminum and the level of Hawesville’s operations.

As of September 30, 2023, the LME forward market prices do not exceed the threshold for

CENTURY ALUMINUM COMPANY

Condensed Notes to the Consolidated Financial Statements (continued)

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

As of March 31, 2024, the LME forward market prices do not exceed the threshold for payment.

In addition, based on the current level of Hawesville's operations, including the temporary curtailment, we believe that we will not be required to make payments on the contingent obligation during the term of the agreement, which expires in 2028.

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

Components of Accumulated Other Comprehensive Loss

Accumulated Other Comprehensive Loss ("AOCL")

Components of AOCL:

September 30, 2023

March 31, 2024

December 31, 2023

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

September 30, 2023

March 31, 2024

December 31, 2023

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

Balance, June 30, 2023

$ ( 92.2 ) $ 1.5 $ ( 90.7 )

Net amount reclassified to net loss 1.7 0.0 1.7

Balance, September 30, 2023

$ ( 90.5 ) $ 1.5 $ ( 89.0 )

Balance, June 30, 2022

$ ( 82.6 ) $ 1.7 $ ( 80.9 )

Net amount reclassified to net income ( 7.3 ) 0.0 ( 7.3 )

Balance, September 30, 2022

$ ( 89.9 ) $ 1.7 $ ( 88.2 )

Balance, January 1, 2023

Balance, December 31, 2023

$ ( 99.4 ) $ 1.5 $ ( 97.9 )

Net amount reclassified to net loss 5.1 ( 0.1 ) 5.0

Balance, September 30, 2023

Other comprehensive loss before reclassifications ( 3.4 ) — ( 3.4 )

Net amount reclassified to net income (loss) 1.8 ( 0.1 ) 1.7

Balance, March 31, 2024

$ ( 101.0 ) $ 1.4 $ ( 99.6 )

Balance, January 1, 2022

Balance, December 31, 2022

$ ( 95.6 ) $ 1.6 $ ( 94.0 )

Net amount reclassified to net income ( 5.9 ) 0.0 ( 5.9 )

Balance, September 30, 2022

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

Balance, March 31, 2023

$ ( 94.4 ) $ 1.5 $ ( 92.9 )

4 unchanged sentences

Three months ended

September 30, Nine months ended

September 30,

AOCL Components Location 2024 2023

Defined benefit plan and other postretirement liabilities Cost of goods sold $ 0.9 $ 0.8

Other income (expense) - net — ( 8.0 ) — ( 8.0 )

Selling, general and administrative expenses 0.2 0.2

Other operating expense - net 0.7 0.2

Income tax effect — ( 0.1 ) — ( 0.3 )

Net of tax $ 1.8 $ 1.2

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

Income tax effect 0.0 0.0 0.0 0.0

Net of tax $ ( 0.1 ) $ ( 0.1 )

1 unchanged sentence

Pension Benefits

Three months ended September 30, Nine months ended September 30,

2023 2022 2023 2022

Three months ended March 31,

Service cost $ 0.6 $ 1.1

5 unchanged sentences

What changed 10-Q

Item 1. Financial Statements