What changed in this filing

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Item 2. Management’s Discussion and Analysis

2024-11-04 compared with 2024-08-08 · 114 added, 114 removed, 232 unchanged (50% of the section changed)

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• the price of primary aluminum, which is based on the London Metal Exchange ("LME") and other exchanges, plus any regional premiums and value-added product premiums;

• the cost of goods sold, the principal components of which are electrical power, alumina, carbon products, caustic soda, natural gas, heavy fuel oil and labor, which in aggregate represent more than 75% of our cost of goods sold;

• the cost of goods sold, the principal components of which are electrical power, alumina, carbon products, labor and other controllable costs, which in aggregate represent more than 78% of our cost of goods sold;

• our production volume and product mix.

Recent Developments

Hurricane Beryl

In early July 2024, Hurricane Beryl temporarily impacted our operations at Jamalco.

The production facilities were not materially impacted by the storm with full production resuming shortly after the storm.

The port facility was impacted by the storm, where a portion of the alumina conveyor was damaged.

Jamalco has secured alternative port arrangements to allow for alumina shipments to its customers while the repairs to the conveyor are ongoing.

Section 45X of the Inflation Reduction Act

On October 24, 2024, the U.S.

Treasury Department and the Internal Revenue Service issued final regulations implementing Section 45X of the Inflation Reduction Act, which provide guidance on rules taxpayers must satisfy to qualify for the tax credit.

The government has incentivized the production of aluminum by offering a tax credit equal to 10% of eligible domestic production costs.

Based on the final regulations, for the three and nine months ended September 30, 2024, we recognized $47.3 million and $69.9 million as a reduction in Cost of goods sold and $0.8 million and $2.0 million, respectively, as a reduction in Selling, general and administrative expenses within the Consolidated Statements of Operations, resulting in an equally offsetting receivable.

As of September 30, 2024 and December 31, 2023, we recognized a manufacturing credit receivable of $78.8 million and $59.3 million, respectively, and as of September 30, 2024, we recognized a non-current manufacturing credit receivable of $52.4 million within Other assets on the Consolidated Balance Sheets.

Department of Energy Award

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primary aluminum smelter in 45 years at a site within the Ohio/Mississippi River Basins.

Section 45X of the Inflation Reduction Act

On December 14, 2023, the U.S.

Treasury Department’s issued proposed regulations implementing Section 45X of the Inflation Reduction Act, which provided guidance on rules taxpayers must satisfy to qualify for the tax credit.

The government has incentivized the production of aluminum by offering a tax credit equal to 10% of eligible domestic production costs.

Based on the proposed regulations, for the three and six months ended June 30, 2024, we recognized $10.7 million and $22.6 million as a reduction in Cost of goods sold and $0.5 million and $1.2 million, respectively, as a reduction in Selling, general and administrative expenses within the Consolidated Statements of Operations, resulting in an equally offsetting receivable.

As of June 30, 2024 and December 31, 2023, we recognized a Manufacturing credit receivable of $57.1 million and $59.3 million, respectively, and as of June 30, 2024, we recognized a Non-current Manufacturing credit receivable of $26.0 million within Other assets on the Consolidated Balance Sheets.

Hawesville curtailment

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, 2024, we incurred curtailment charges of approximately $1.7 million and $2.4 million, respectively.

These charges were partially offset by income related to scrap and materials sales of $0.5 million for the six months ended June 30, 2024.

There were no scrap and materials sales as of the three months ended June 30, 2024.

Comparatively, 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 demand capacity charges for power, 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.

Acquisition of 55% interest in Jamalco

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Jamalco has alumina production capacity of approximately 1.4 million tonnes.

We finalized the purchase accounting and recognized a bargain purchase gain of $245.9 million within the Consolidated Statements of Operations for the six months ended June 30, 2024.

We finalized the purchase accounting and recognized a bargain purchase gain of $245.9 million within the Consolidated Statements of Operations for the nine months ended September 30, 2024.

Our historical financial statements for periods prior to May 2, 2023 do not include the results of Jamalco.

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

The equipment returned to full capacity as of the end of October 2023, but we continued to experience some inefficiencies into the six months ended June 30, 2024.

These inefficiencies led to higher production costs of alumina capitalized into inventory, some of which was shipped in the period.

The cumulative impact of the equipment failure from the second quarter of 2023 through June 30, 2024 was approximately $38.8 million.

We are actively engaged with our insurance carriers in connection with this equipment failure to determine the specific amount of coverage available to us, including any applicable deductibles.

The equipment returned to full capacity as of the end of October 2023.

We are actively engaged with our insurance carriers in connection with this equipment failure to determine the specific amount of coverage available to us under our business interruption insurance, including any applicable deductibles.

The cumulative impact of the equipment failure was approximately $38.8 million.

Hurricane Beryl

In early July 2024, Hurricane Beryl temporarily impacted our operations in Jamaica.

Jamalco’s production facilities escaped significant damage, but the port facility was impacted by the storm, where a portion of the alumina conveyor was damaged.

Jamalco's bauxite mining and alumina production joint venture returned to full production on July 12, 2024.

Jamalco secured alternative port arrangements to allow for alumina shipments to its customers while the repairs to the conveyor were ongoing.

On September 17, 2024, we resumed normal shipping operations at Jamalco’s Rocky Point port following the completion of repairs to the port.

Hawesville curtailment

In August 2022 we fully curtailed production at the Hawesville facility.

We continue to explore all options related to the Hawesville facility.

For the three and nine months ended September 30, 2024, we incurred curtailment charges of approximately $2.7 million and $5.0 million, respectively.

These charges were partially offset by income related to scrap and materials sales of $0.5 million for the nine months ended September 30, 2024.

There were no scrap and materials sales as of the three months ended September 30, 2024.

Comparatively, 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 demand capacity charges for power, 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

Pricing of aluminum

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Derivatives and risks associated with such financial contracts are disclosed specifically in our Annual Report on Form 10-K for the fiscal year ended December 31, 2023.

We saw continued increases in the pricing of aluminum through the second quarter of 2024, which is driven by limited supply growth and year over year global demand increases keeping inventory levels near historic lows.

The following table summarizes the average price for primary aluminum per tonne for the three months ended June 30, 2024 and March 31, 2024 compared to the average price for primary aluminum per tonne for the six months ended June 30, 2024 and 2023 .

Quarter ended Six months ended

($ per tonne) June 30, 2024 March 31, 2024 June 30, 2024 June 30, 2023

We saw a decline in the pricing of aluminum through the third quarter of 2024.

The following table summarizes the average price for primary aluminum per tonne for the three months ended September 30, 2024 and June 30, 2024 compared to the average price for primary aluminum per tonne for the nine months ended September 30, 2024 and 2023 .

Three months ended Nine months ended

($ per tonne) September 30, 2024 June 30, 2024 September 30, 2024 September 30, 2023

Average LME $ 2,383 $ 2,520 $ 2,367 $ 2,272

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Results of Operations

The following discussion for the three and six months ended June 30, 2024 reflects no change in production capacities.

The following discussion for the three and nine months ended September 30, 2024 reflects no change in production capacities.

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.

In general, our results reflect the LME and regional premium pricing on an approximately one to three month lag basis reflecting contractual terms with our customers.

Electrical power, alumina, carbon products, caustic soda, natural gas, heavy fuel oil and labor are the principal components of our cost of goods sold.

Electrical power, alumina, carbon products, labor, and other controllable costs are the principal components of our cost of goods sold.

Power costs can be volatile as a result of a number of factors beyond our control.

See “Item 1A.

Factors — Increases in energy costs may adversely affect our business, financial position, results of operations and liquidity” in our Annual Report on Form 10-K for the year ended December 31, 2023.

Risk Factors — Increases in energy costs may adversely affect our business, financial position, results of operations and liquidity” in our Annual Report on Form 10-K for the year ended December 31, 2023.

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

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

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

Our expected capacity demand costs for power were approximately $2 million for the twelve months ending May 31, 2024 , in addition to the market price of power used.

We anticipate the capacity demand power costs resulting from the April 2024 auction for the twelve months ending May 31, 2025 to be approximately $3 million .

We anticipate the capacity demand power costs resulting from the spring 2024 auction for the twelve months ending May 31, 2025 to be approximately $3 million .

In 2024, energy prices in the U.S.

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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, 2024 March 31, 2024 June 30, 2024 June 30, 2023

September 30, 2024 June 30, 2024 September 30, 2024 September 30, 2023

Related parties $ 332.1 $ 324.2 $ 971.3 $ 1,240.3

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Total net sales 539.1 560.8 1,589.4 1,673.1

Gross profit 20.4 16.5 36.9 64.0

Gross profit (loss) 81.8 20.4 118.7 52.5

Net income (loss) 42.3 (6.7) 280.3 (77.9)

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93,675 $ 265.8 78,320 $ 207.9 171,995 $ 473.7

97,224 $ 296.4 76,425 $ 212.3 173,649 $ 508.7

102,430 317.6 78,735 210.1 181,165 527.7

(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, 2024 March 31, 2024 June 30, 2024 June 30, 2023

(in millions) September 30, 2024 June 30, 2024 September 30, 2024 September 30, 2023

Net sales $ 539.1 $ 560.8 $ 1,589.4 $ 1,673.1

Net sales increased by $71.3 million for the three months ended June 30, 2024, compared to the three months ended March 31, 2024, primarily driven by favorable realized LME and regional price premiums of $21.8 million and alumina sales of $65.8 million.

The change in net sales was offset by an unfavorable volume and sales mix of $15.7 million.

Net sales decreased by $77.6 million for the six months ended June 30, 2024, compared to the six months ended June 30, 2023, primarily driven by unfavorable realized LME and regional price premiums of $78.3 million.

Quarter ended Six months ended

Net sales decreased by $21.7 million for the three months ended September 30, 2024, compared to the three months ended June 30, 2024, primarily driven by a decrease in third-party alumina sales of $56.5 million partially offset by favorable volume and sales mix of $3.8 million and realized LME and regional price premiums of $31.0 million.

Net sales decreased by $83.7 million for the nine months ended September 30, 2024, compared to the nine months ended September 30, 2023, primarily driven by unfavorable realized LME and regional price premiums of $49.2 million and volume and sales mix of $73.7 million, partially offset by an increase in third-party alumina sales of $37.6 million.

Quarter ended Nine months ended

Sequential Year-to-date

(in millions) June 30, 2024 March 31, 2024 June 30, 2024 June 30, 2023

(in millions) September 30, 2024 June 30, 2024 September 30, 2024 September 30, 2023

Gross profit $ 81.8 $ 20.4 $ 118.7 $ 52.5

Gross profit increased by $3.9 million for the three months ended June 30, 2024, compared to the three months ended March 31, 2024, primarily attributable to favorable realized LME and regional price premiums of $21.8 million, partially offset by lower volume of $7.2 million, unfavorable power price realization of $3.6 million, and additional operating expenses related to deferred first quarter maintenance of $5.4 million.

Gross profit decreased by $27.1 million for the six months ended June 30, 2024, compared to the six months ended June 30, 2023, driven by unfavorable realized LME and regional price premiums of $78.3 million, partially offset by favorable power price realization of $25.6 million and $23.8 million attributable to the IRA Section 45X credit.

Gross profit increased by $61.4 million for the three months ended September 30, 2024, compared to the three months ended June 30, 2024, primarily attributable to favorable realized LME and regional price premiums of $31.0 million, and raw material price realization of $2.9 million and $36.6 million attributable to the IRA Section 45X credit, partially offset by lower volume and sales mix of $4.4 million, unfavorable power price realization of $2.9 million, and additional operating expenses of $3.7 million.

Gross profit increased by $66.2 million for the nine months ended September 30, 2024, compared to the nine months ended September 30, 2023, driven by favorable raw material price realization of $71.2 million, power price realization of $21.8 million, and $69.9 million attributable to the IRA Section 45X credit, partially offset by lower volume and sales mix of $23.6 million, unfavorable realized LME and regional price premiums of $49.2 million, and additional operating expenses of $17.0 million.

Selling, general and administrative expenses

Quarter ended Six months ended

Quarter ended Nine months ended

Sequential Year-to-date

(in millions) June 30, 2024 March 31, 2024 June 30, 2024 June 30, 2023

(in millions) September 30, 2024 June 30, 2024 September 30, 2024 September 30, 2023

Selling, general and administrative expenses $ 15.6 $ 12.3 $ 42.0 $ 36.2

Selling, general and administrative expenses decreased by $1.8 million for the three months ended June 30, 2024, compared to the three months ended March 31, 2024, primarily driven by decreased compensation costs during the period.

Selling, general and administrative expenses increased by $1.0 million for the six months ended June 30, 2024, compared to the six months ended June 30, 2023, primarily driven by an increase in share-based compensation costs resulting from the increase of the Company's stock price between periods .

Selling, general and administrative expenses increased by $3.3 million for the three months ended September 30, 2024, compared to the three months ended June 30, 2024, primarily driven by increased professional services and share-based compensation costs during the period.

Selling, general and administrative expenses increased by $5.8 million for the nine months ended September 30, 2024, compared to the nine months ended September 30, 2023, primarily driven by an increase in professional services and share-based compensation costs resulting from the increase of the Company's stock price between periods .

Net gain (loss) on forward and derivative contracts

Quarter ended Six months ended

Quarter ended Nine months ended

Sequential Year-to-date

(in millions) June 30, 2024 March 31, 2024 June 30, 2024 June 30, 2023

(in millions) September 30, 2024 June 30, 2024 September 30, 2024 September 30, 2023

Net gain (loss) on forward and derivative contracts $ (4.0) $ (4.0) $ (0.6) $ (73.7)

Net loss on forward and derivative contracts was $4.0 million for the three months ended June 30, 2024, a difference of $11.4 million as compared to the three months ended March 31, 2024.

The change was primarily driven by increased losses on LME and heavy fuel oil forward contracts, attributable to unfavorable fluctuations in the forward prices and volume of contracts settled.

Net gain on forward and derivative contracts was $3.4 million for the six months ended June 30, 2024, a difference of $51.9 million as compared to the six months ended June 30, 2023.

The transition from loss to gain was primarily driven by reduced losses on Nord Pool derivative contracts which were settled in December 2023.

Net loss on forward and derivative contracts was $4.0 million for the three months ended September 30, 2024, which was flat as compared to the three months ended June 30, 2024.

Net loss on forward and derivative contracts was $0.6 million for the nine months ended September 30, 2024, a difference of $73.1 million as compared to the nine months ended September 30, 2023.

The difference was primarily driven by reduced losses on Nord Pool derivative contracts which were settled in December 2023.

Bargain purchase gain

Quarter ended Six months ended

Quarter ended Nine months ended

Sequential Year-to-date

(in millions) June 30, 2024 March 31, 2024 June 30, 2024 June 30, 2023

(in millions) September 30, 2024 June 30, 2024 September 30, 2024 September 30, 2023

Bargain purchase gain $ — $ — $ 245.9 $ —

We finalized the purchase accounting related to the acquisition of General Alumina Holdings Limited and subsidiaries, which was acquired on May 2, 2023, and recognized no bargain purchase gain for the three months ended June 30, 2024 and recognized $245.9 million for the six months ended June 30, 2024.

We finalized the purchase accounting as of March 31, 2024 related to the acquisition of General Alumina Holdings Limited and subsidiaries, which was acquired on May 2, 2023, and recognized no bargain purchase gain for the three months ended September 30, 2024 and recognized $245.9 million for the nine months ended September 30, 2024.

Income tax (expense) benefit

Quarter ended Six months ended

Quarter ended Nine months ended

Sequential Year-to-date

(in millions) June 30, 2024 March 31, 2024 June 30, 2024 June 30, 2023

(in millions) September 30, 2024 June 30, 2024 September 30, 2024 September 30, 2023

Income tax (expense) benefit $ (2.0) $ (0.5) $ (3.0) $ 21.2

Income tax expense remained consistent for the three months ended June 30, 2024, compared to the three months ended March 31, 2024.

Income tax changed to expense of $1.0 million for the six months ended June 30, 2024, compared to a benefit of $10.2 million for the six months ended June 30, 2023, primarily driven by changes in the jurisdictional mix of earnings on a year-over-year basis.

Income tax expense increased for the three months ended September 30, 2024, compared to $0.5 million for the three months ended June 30, 2024, primarily driven by changes in the jurisdictional mix of earnings on a quarter-over-quarter basis.

Income tax benefit changed to an expense of $3.0 million for the nine months ended September 30, 2024, compared to a benefit of $21.2 million for the nine months ended September 30, 2023, 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.

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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, 2024, we had cash and cash equivalents of approximately $41.3 million and unused availability under our revolving credit facilities of $301.3 million (including $80 million under the Vlissingen Facility Agreement referred to below, which expires in December 2024).

Our cash and cash equivalents and unused availability under our revolving credit facilities comprise our liquidity position, which was $342.6 million as of June 30, 2024.

As of September 30, 2024, we had cash and cash equivalents of approximately $32.6 million and unused availability under our revolving credit facilities of $246.3 million (including $80 million under the Vlissingen Credit Facility referred to below, which expires in December 2026).

Our cash and cash equivalents and unused availability under our revolving credit facilities comprise our liquidity position, which was $278.9 million as of September 30, 2024.

Available Cash

Our available cash and cash equivalents balance at June 30, 2024 was $41.3 million compared to $88.8 million at December 31, 2023.

Our available cash and cash equivalents balance at September 30, 2024 was $32.6 million compared to $88.8 million at December 31, 2023.

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) 2024 2023

Net cash used in operating activities $ (3.3) $ (1.9)

Net cash provided by operating activities $ 16.8 $ 39.6

Net cash used in investing activities (66.8) (17.6)

Net cash provided by financing activities 0.1 25.1

Net cash (used) provided by financing activities (4.9) 17.2

Change in cash, cash equivalents and restricted cash $ (54.9) $ 39.2

The increase in net cash used in operating activities during the six months ended June 30, 2024 compared to the six months ended June 30, 2023 was primarily driven by timing of payments and receipts.

The increase in net cash used in investing activities during the six months ended June 30, 2024 compared to the six months ended June 30, 2023 was primarily due to higher cash spend on the purchase of property, plant and equipment in the current year attributable to the Grundartangi casthouse project.

Additionally, in the six months ended June 30, 2023, the Company received cash inflows of $19.4 million from the acquisition of subsidiary, net of cash acquired.

The change in net cash provided by financing activities during the six months ended June 30, 2024 compared to the six months ended June 30, 2023 was primarily due to reduction in net borrowings on our revolving credit facilities and Grundartangi Casthouse Facility.

The decrease in net cash provided by operating activities during the nine months ended September 30, 2024 compared to the nine months ended September 30, 2023 was primarily driven by timing of payments and receipts.

The increase in net cash used in investing activities during the nine months ended September 30, 2024 compared to the nine months ended September 30, 2023 was primarily due to higher cash spend on the purchase of property, plant and equipment in the current year attributable to the Grundartangi casthouse project and Jamalco port repair.

Additionally, in the nine months ended September 30, 2023, the Company received cash inflows of $19.4 million from the acquisition of subsidiary, net of cash acquired.

The change in net cash provided by financing activities during the nine months ended September 30, 2024 compared to the nine months ended September 30, 2023 was primarily due to reduction in net borrowings on our revolving credit facilities and Grundartangi Casthouse Facility as well as the repayment of carbon credits.

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, 2024, our U.S.

As of September 30, 2024, our U.S.

revolving credit facility had a borrowing availability of $149.9 million , outstanding borrowings of $9.6 million , and $74.0 million of outstanding letters of credit with total availability of $66.3 million .

Of the outstanding letters of credit, $13.7 million are related to our power commitments and the remaining $27.1 million are primarily for the purpose of securing certain debt and workers’ compensation commitments.

As of June 30, 2024, 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 June 30, 2024, our credit facilities (including the Vlissingen Facility Agreement referred to below, which facility expires in December 2024) had $301.3 million of net availability after consideration of our outstanding borrowings and letters of credit.

Of the outstanding letters of credit, $13.7 million are related to our power commitments, $33.2 million are related to raw materials and the remaining $27.1 million are primarily for the purpose of securing certain debt and workers’ compensation commitments.

As of September 30, 2024, 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, 2024, our credit facilities had $246.3 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.

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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, 2024, we were in compliance with all such covenants or maintained availability above such covenant triggers.

As of September 30, 2024, we were in compliance with all such covenants or maintained availability above such covenant triggers.

Grundartangi Casthouse Facility

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

As of June 30, 2024 there were $130.0 million in outstanding borrowings under the Casthouse Facility.

As of September 30, 2024 there were $125.5 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, 2024, we were in compliance with all such covenants.

As of September 30, 2024, we were in compliance with all such covenants.

Senior Notes and Convertible Senior Notes

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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 in one or more loans at a fixed interest rate equal to 8.75% per annum and payable on December 2, 2024 (the Vlissingen Facility Agreement").

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

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

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

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

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

As of June 30, 2024, there were $10.0 million in outstanding borrowings under the Vlissingen Facility Agreement.

Vlissingen Credit Facility

On December 9, 2022, Vlissingen entered into a $90.0 million Facility Agreement with Glencore International AG, which was amended and extended on October 1, 2024.

The availability period for borrowings under the Vlissingen Credit Facility was extended by two years and now ends on December 2, 2026.

Pursuant to the terms of the Vlissingen Credit Facility, Vlissingen may borrow from time to time up to $90.0 million in one or more loans at a fixed interest rate equal to 8.75% per annum (the "Fixed Rate"), or (ii) a variable interest rate equal to the 1-month SOFR rate plus 3.687 percentage points, subject to an absolute maximum level of 9.00% and an absolute minimum level of 7.00%.

The Fixed Rate is only applicable to borrowings made on or before December 1, 2024, after which the Variable Rate shall apply to all borrowings under the Vlissingen Credit Facility.

As of September 30, 2024, there were $10.0 million in outstanding borrowings under the Vlissingen Credit Facility.

The obligations under the Vlissingen Credit Facility are secured by liens on the ground lease on which Vlissingen's facilities are located, Vlissingen's moveable assets, financial assets, receivables and other assets, and Vlissingen’s shares.

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

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

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, 2024, we have not issued any debt

securities pursuant to the Universal Shelf Registration Statement.

As of September 30, 2024, 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.

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

June 30, 2024 December 31, 2023

September 30, 2024 December 31, 2023

Current assets $ 382.9 $ 361.5

2 unchanged sentences

Non-current liabilities 501.8 485.7

Six months ended June 30, 2024

Nine months Ended September 30, 2024

Net sales $ 1,269.3

2 unchanged sentences

Net income 291.7

As of June 30, 2024 and December 31, 2023, an intercompany receivable due to the Company and Guarantors from the Non-Guarantors totaled $48.6 million and $48.7 million, respectively, and an intercompany non-current loan due to the Company from the Non-Guarantors totaled $344.1 million and $384.9 million, respectively.

An intercompany current loan due to the Company from the Non-Guarantors totaled $2.9 million as of December 31, 2023, and as of June 30, 2024 there was no outstanding balance on this loan.

As of September 30, 2024 and December 31, 2023, an intercompany receivable due to the Company and Guarantors from the Non-Guarantors totaled $98.0 million and $48.7 million, respectively, and an intercompany non-current loan due to the Company from the Non-Guarantors totaled $351.0 million and $384.9 million, respectively.

An intercompany current loan due to the Company from the Non-Guarantors totaled $2.9 million as of December 31, 2023, and as of September 30, 2024 there was no outstanding balance on this loan.

Contingent Commitments

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

As of June 30, 2024, the principal and accrued interest for the contingent obligation was $31.6 million, which was fully offset by a derivative asset.

As of September 30, 2024, the principal and accrued interest for the contingent obligation was $32.0 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, 2024, 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, 2024, 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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In 2013, we entered into a settlement agreement with the Pension Benefit Guaranty Corporation (the "PBGC") regarding an alleged "cessation of operations" at our Ravenswood facility (the "PBGC Settlement Agreement").

Pursuant to the terms of the PBGC Settlement Agreement, we agreed to make additional contributions (above any minimum required contributions) to our defined benefit pension plans totaling approximately $17.4 million.

Pursuant to the terms of the PBGC Settlement Agreement, we agreed to make additional contributions (above any minimum required contributions) to our

defined benefit pension plans totaling approximately $17.4 million.

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 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, 2024, we made contributions of $6.9 million rela ted to the Amended PBGC Settlement Agreement.

We did not make any contributions for the three months ended June 30, 2024 and 2024.

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, 2024, we made contributions of $7.2 million rela ted to the Amended PBGC Settlement Agreement.

We did not make any contributions for the three months ended September 30, 2024 and 2024.

Section 232 Aluminum Tariff

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Section 45X of the 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 Section 45X tax credit.

For the three and six months ended June 30, 2024, we recognized $10.7 million and $22.6 million as a reduction in Cost of goods sold and $0.5 million and $1.2 million, respectively, as a reduction in Selling, general and administrative expenses within the Consolidated Statements of Operations, resulting in an equally offsetting receivable.

On October 24, 2024, the U.S.

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

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

For the three and nine months ended September 30, 2024, we recognized $47.3 million and $69.9 million as a reduction in Cost of goods sold and $0.8 million and $2.0 million, respectively, as a reduction in Selling, general and administrative expenses within the Consolidated Statements of Operations, resulting in an equally offsetting receivable.

As of September 30, 2024 and December 31, 2023, we recognized a Manufacturing credit receivable of $78.8 million and $59.3 million, respectively, and as of September 30, 2024, we recognized a Non-current Manufacturing credit receivable of $52.4 million within Other assets on the Consolidated Balance Sheets.

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

The Grundartangi casthouse project began in late 2021 and was completed during the second quarter of 2024.

The Grundartangi casthouse project was fully funded through the Casthouse Facility.

The project is expected to ship first billets out of the casthouse during the second half of 2024, subject to market conditions.

The Grundartangi casthouse project was funded primarily through the Casthouse Facility.

The project is complete and billets have started to ship from the casthouse in the second half of 2024.

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

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We made no repurchases during the years ended 2021, 2022, and 2023.

As of June 30, 2024, we had $43.7 million remaining under the

repurchase program authorization.

As of September 30, 2024, 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, 2024, we had $2.0 million in other current liabilities and $3.5 million in other liabilities related to this agreement.

At September 30, 2024, we had $2.0 million in other current liabilities and $1.5 million in other liabilities related to this agreement.

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

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

Capital expenditures incurred for the six months ended June 30, 2024 were $17.7 million, excluding expenditures of $27.8 million associated with the Grundartangi casthouse project.

We estimate our total capital spending in 2024, excluding the Grundartangi casthouse project, will be approximately $20 to $30 million, related to our ongoing investment and sustainability projects at our aluminum smelters and alumina refinery.

Capital expenditures incurred for the nine months ended September 30, 2024 were $35.3 million, including expenditures related to the Jamalco port repair, but excludes expenditures of $33.8 million associated with the Grundartangi casthouse project.

We estimate our total remaining capital spending in 2024 will be approximately $10 to $15 million, related to our ongoing investment and sustainability projects at our aluminum smelters and alumina refinery.

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