4 unchanged sentences
Three months ended
+Added: June 30, Six months ended
+Added: 2025 2024 2025 2024
Related parties $ 367.6 $ 324.2 $ 746.3 $ 639.2
2 unchanged sentences
Cost of goods sold (1)
+Added: 591.9 540.4 1,165.2 1,013.4
Gross profit 36.2 20.4 96.8 36.9
Selling, general and administrative expenses 14.0 12.3 26.5 26.4
−Removed: Other operating expense - net 2.0 0.5
+Added: Other operating expenses - net 1.5 1.7 3.5 2.2
Operating income 20.7 6.4 66.8 8.3
−Removed: Interest expenses - nonaffiliates ( 10.0 ) ( 7.4 )
+Added: Interest expense - nonaffiliates ( 9.8 ) ( 8.9 ) ( 19.8 ) ( 16.2 )
Interest expense - affiliates ( 1.9 ) ( 1.4 ) ( 3.7 ) ( 3.3 )
1 unchanged sentence
Net (loss) gain on forward and derivative contracts - nonaffiliates ( 15.6 ) ( 2.1 ) ( 21.0 ) 0.9
−Removed: Net gain on forward and derivative contracts - affiliates — 4.0
+Added: Net (loss) gain on forward and derivative contracts - affiliates — ( 1.9 ) — 2.5
Bargain purchase gain — — — 245.9
−Removed: Other income (loss) - net ( 3.4 ) ( 1.5 )
−Removed: Income before income taxes 27.3 245.2
−Removed: Income tax expense ( 1.6 ) ( 0.5 )
−Removed: Net income 25.7 244.7
+Added: Other (loss) income - net ( 5.7 ) 1.1 ( 9.1 ) ( 0.4 )
+Added: (Loss) income before income taxes ( 10.4 ) ( 6.2 ) 16.9 239.0
+Added: Income tax benefit (expense) 1.3 ( 0.5 ) ( 0.3 ) ( 1.0 )
+Added: Net (loss) income ( 9.1 ) ( 6.7 ) 16.6 238.0
Net loss attributable to noncontrolling interests ( 4.5 ) ( 4.2 ) ( 8.5 ) ( 6.3 )
−Removed: Net income attributable to Century stockholders 29.7 246.8
+Added: Net (loss) income attributable to Century stockholders ( 4.6 ) ( 2.5 ) 25.1 244.3
net income allocated to participating securities — — 1.3 13.0
−Removed: Net income allocated to common stockholders $ 28.2 $ 233.6
−Removed: (1) Purchases from related party were $ 88.3 million and $ 59.0 million for the quarters ended March 31, 2025 and 2024, respectively.
−Removed: NET INCOME ATTRIBUTABLE TO CENTURY STOCKHOLDERS PER COMMON SHARE:
+Added: Net (loss) income allocated to common stockholders $ ( 4.6 ) $ ( 2.5 ) $ 23.8 $ 231.3
+Added: (1) Purchases from related party were $ 51.8 million and $ 56.2 million for the three months ended June 30, 2025 and 2024, respectively.
+Added: Purchases from related parties were $ 140.1 million and $ 115.2 million for the six months ended June 30, 2025 and 2024, respectively.
+Added: Net (loss) income attributable to Century stockholders per common share:
Basic $ ( 0.05 ) $ ( 0.03 ) $ 0.26 $ 2.50
5 unchanged sentences
CENTURY ALUMINUM COMPANY
−Removed: CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
+Added: CONSOLIDATED STATEMENTS OF COMPREHENSIVE (LOSS) INCOME
(in millions)
Three months ended
−Removed: Comprehensive income:
−Removed: Net income $ 25.7 $ 244.7
+Added: June 30, Six months ended
+Added: 2025 2024 2025 2024
+Added: Comprehensive (loss) income:
+Added: Net (loss) income $ ( 9.1 ) $ ( 6.7 ) $ 16.6 $ 238.0
Other comprehensive income (loss) before income tax effect:
2 unchanged sentences
Net loss arising during the period — — — ( 3.4 )
−Removed: Amortization of prior service cost during the period 0.1 0.1
+Added: Amortization of prior service (cost) benefit during the period — ( 0.1 ) 0.1 —
Amortization of net loss during the period 1.6 1.6 3.2 3.3
2 unchanged sentences
Other comprehensive income (loss) 1.5 1.5 3.2 ( 0.2 )
−Removed: Comprehensive income 27.4 243.0
+Added: Comprehensive (loss) income ( 7.6 ) ( 5.2 ) 19.8 237.8
Comprehensive loss attributable to noncontrolling interests ( 4.5 ) ( 4.2 ) ( 8.5 ) ( 6.3 )
−Removed: Comprehensive income attributable to Century stockholders $ 31.4 $ 245.1
+Added: Comprehensive (loss) income attributable to Century stockholders $ ( 3.1 ) $ ( 1.0 ) $ 28.3 $ 244.1
See Condensed Notes to the Consolidated Financial Statements
2 unchanged sentences
(in millions)
−Removed: March 31, 2025 December 31, 2024
+Added: June 30, 2025 December 31, 2024
Cash and cash equivalents $ 40.7 $ 32.9
44 unchanged sentences
(in millions)
−Removed: Three months ended March 31,
+Added: Six months ended June 30,
CASH FLOWS FROM OPERATING ACTIVITIES:
7 unchanged sentences
Change in operating assets and liabilities:
−Removed: Accounts receivable - net ( 12.5 ) ( 1.4 )
+Added: Accounts receivable ( 15.2 ) ( 37.4 )
Non-trade receivables 11.6 ( 1.6 )
10 unchanged sentences
Purchase of property, plant and equipment ( 45.0 ) ( 46.6 )
−Removed: Proceeds from co-tenancy assets at Jamalco JV 5.7 —
+Added: Proceeds for joint venture partner's share of co-tenancy assets 11.4 —
+Added: Proceeds from sale of assets — 2.3
Net cash used in investing activities ( 33.6 ) ( 44.3 )
12 unchanged sentences
(in millions)
−Removed: Three months ended March 31,
+Added: Six months ended June 30,
Supplemental Cash Flow Information:
14 unchanged sentences
Three months ended
−Removed: March 31, 2025
+Added: June 30, 2025
+Added: Balance, March 31, 2025 49,679 $ — 93,296,937 $ 1.0 $ 2,550.8 $ ( 86.3 ) $ ( 101.6 ) $ ( 1,637.6 ) $ 726.3 $ ( 35.6 ) $ 690.7
+Added: Net loss — — — — — — — ( 4.6 ) ( 4.6 ) ( 4.5 ) ( 9.1 )
+Added: Other comprehensive income — — — — — — 1.5 — 1.5 — 1.5
+Added: Share-based compensation — — 25,707 — 1.2 — — — 1.2 — 1.2
+Added: Conversion of preferred stock to common stock ( 165 ) — 16,477 — — — — — — — —
+Added: Balance, June 30, 2025 49,514 $ — 93,339,121 $ 1.0 $ 2,552.0 $ ( 86.3 ) $ ( 100.1 ) $ ( 1,642.2 ) $ 724.4 $ ( 40.1 ) $ 684.3
+Added: Three months ended
+Added: June 30, 2024
+Added: 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
+Added: Net loss — — — — — — — ( 2.5 ) ( 2.5 ) ( 4.2 ) ( 6.7 )
+Added: Other comprehensive income — — — — — — 1.5 — 1.5 — 1.5
+Added: Share-based compensation — — 38,594 — 1.0 — — — 1.0 — 1.0
+Added: Conversion of preferred stock to common stock — — — — — — — — — — —
+Added: Balance, June 30, 2024 52,238 $ — 92,739,089 $ 1.0 $ 2,544.7 $ ( 86.3 ) $ ( 98.1 ) $ ( 1,759.8 ) $ 601.5 $ ( 18.6 ) $ 582.9
+Added: See Condensed Notes to the Consolidated Financial Statements
+Added: CENTURY ALUMINUM COMPANY
+Added: CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY
+Added: (in millions, except share data)
+Added: Preferred stock Common stock Additional paid-in capital Treasury stock, at cost Accumulated other comprehensive loss Accumulated
+Added: deficit Total Century equity Noncontrolling Interest Total equity
+Added: Shares Amount Shares Amount
+Added: Six months ended
+Added: June 30, 2025
Balance, December 31, 2024 49,715 $ — 93,288,565 $ 1.0 $ 2,550.2 $ ( 86.3 ) $ ( 103.3 ) $ ( 1,667.3 ) $ 694.3 $ ( 31.6 ) $ 662.7
3 unchanged sentences
Conversion of preferred stock to common stock ( 201 ) — 20,070 — — — — — — — —
−Removed: Balance, March 31, 2025 49,679 $ — 93,296,937 $ 1.0 $ 2,550.8 $ ( 86.3 ) $ ( 101.6 ) $ ( 1,637.6 ) $ 726.3 $ ( 35.6 ) $ 690.7
−Removed: Three months ended
−Removed: March 31, 2024
+Added: Balance, June 30, 2025 49,514 $ — 93,339,121 $ 1.0 $ 2,552.0 $ ( 86.3 ) $ ( 100.1 ) $ ( 1,642.2 ) $ 724.4 $ ( 40.1 ) $ 684.3
+Added: Six months ended
+Added: June 30, 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
4 unchanged sentences
Noncontrolling interest — — — — — — — — — ( 0.8 ) ( 0.8 )
−Removed: 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
+Added: Balance, June 30, 2024 52,238 $ — 92,739,089 $ 1.0 $ 2,544.7 $ ( 86.3 ) $ ( 98.1 ) $ ( 1,759.8 ) $ 601.5 $ ( 18.6 ) $ 582.9
See Condensed Notes to the Consolidated Financial Statements
1 unchanged sentence
Condensed Notes to the Consolidated Financial Statements
−Removed: Three months ended March 31, 2025 and 2024
+Added: Six months ended June 30, 2025 and 2024
(amounts in millions, except share and per share amounts)
Description of Business
−Removed: Century Aluminum is a producer of primary aluminum, which trades as a global commodity, and owns a 55 % interest in an alumina refinery joint venture.
−Removed: We are organized as a holding company, with our operating primary aluminum smelters and our bauxite and alumina refinery owned by separate subsidiaries.
+Added: Century Aluminum is a producer of primary aluminum, which trades as a global commodity, and owns a 55 % interest in a bauxite mining and alumina refinery joint venture.
+Added: We are organized as a holding company, with our operating primary aluminum smelters and our bauxite mining and alumina refinery joint venture owned by separate subsidiaries.
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.
2 unchanged sentences
In management’s opinion, the unaudited interim consolidated financial statements reflect all adjustments, which are of a normal and recurring nature, that are necessary for a fair presentation of financial results for the interim periods presented.
−Removed: Operating results for the first three months of 2025 are not necessarily indicative of the results that may be expected for the year ending December 31, 2025.
+Added: Operating results for the first six months of 2025 are not necessarily indicative of the results that may be expected for the year ending December 31, 2025.
Our consolidated financial statements include the consolidated results of the Jamalco joint venture ("Jamalco"), an unincorporated joint venture between Clarendon Alumina Production Limited ("CAP") and General Alumina Jamaica Limited ("GAJL"), an indirect, wholly-owned subsidiary of the Company through General Alumina Holdings Limited ("GAHL").
CAP's interest in the joint venture is reflected as noncontrolling interest on the accompanying Consolidated Balance Sheets.
−Removed: The acquisition of all the outstanding capital of GAHL 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 of fair value over the consideration paid 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.
+Added: The acquisition of all the outstanding capital of GAHL 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 of fair value over the consideration paid to the seller presented as a bargain purchase gain of $ 245.9 million recognized within the Consolidated Statements of Operations for the six months ended June 30, 2024.
Recent Accounting Pronouncements
18 unchanged sentences
Related Party Transactions
−Removed: The significant related party transactions occurring during the three months ended March 31, 2025 and 2024 are described below.
+Added: The significant related party transactions occurring during the three and six months ended June 30, 2025 and 2024 are described below.
All of our related party transactions are subject to the Company's Related Party Transaction Policy and are required to be made on an arm's length basis and on terms that are fair and reasonable to the Company and substantially the same as would apply if the other party was not a related party.
1 unchanged sentence
Glencore Ownership
−Removed: As of March 31, 2025 , Glencore plc and its affiliates (together "Glencore") beneficially owned 42.9 % of Century’s outstanding common stock ( 45.8 % 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.
−Removed: See Note 13 .
+Added: As of June 30, 2025 , Glencore plc and its affiliates (together "Glencore") beneficially own ed 42.9 % of Cen tury’s outstanding common stock ( 45.8 % 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.
3 unchanged sentences
Sales to Glencore
−Removed: For the three months ended March 31, 2025 and 2024, we derived approximately 59.7 % and 64.3 % of our consolidated net sales from Glencore, respectively.
+Added: For the three months ended June 30, 2025 and 2024, we derived approximately 58.5 % and 57.8 % of our consolidated net sales from Glencore, respectively.
+Added: For the six months ended June 30, 2025 and 2024, we derived approximately 59.1 % and 60.8 % of our consolidated net sales from Glencore, respectively.
Glencore purchases aluminum produced at our U.S.
2 unchanged sentences
We have entered into agreements with Glencore pursuant to which we sell certain amounts of alumina at market-based prices.
−Removed: For the three months ended March 31, 2025 and 2024, the Company recognized $ 78.4 million and $ 35.5 million, respectively, of revenue related to alumina sales to Glencore.
+Added: For the three and six months ended June 30, 2025, the Company recognized $ 48.0 million and $ 126.4 million, respectively , of revenue related to alumina sales to Glencore .
+Added: For the three and six months ended June 30, 2024, the Company recognized $ 50.3 million and $ 85.8 million, respectively, of revenue related to alumina sales to Glencore.
Purchases from Glencore
We purchase a portion of our alumina and certain other raw material requirements from Glencore.
−Removed: Alumina purchases from Glencore during the three months ended March 31, 2025 and 2024, were priced based on published alumina and aluminum indices as well as fixed prices.
+Added: Alumina purchases from Glencore during the three and six months ended June 30, 2025 and 2024 were priced based on published alumina and aluminum indices as well as fixed prices.
Financial Contracts with Glencore
From time to time, we enter into certain financial contracts with Glencore.
−Removed: See Note 1 0 .
Derivatives regarding these forward financial sales contracts.
1 unchanged sentence
Three months ended
+Added: June 30, Six months ended
+Added: 2025 2024 2025 2024
Net sales to Glencore 367.6 324.2 746.3 $ 639.2
Purchases from Glencore (1)
+Added: 51.8 56.2 140.1 115.2
(1) Includes settlements of financial contract positions.
34 unchanged sentences
Contract liabilities are recorded when cash payments are received or due in advance of performance.
−Removed: Amounts recognized in Due to affiliates was $ 50.3 million and $ 41.2 million, as of March 31, 2025 and December 31, 2024, respectively.
−Removed: The table below shows the amount of net sales to external customers for each of the Company's product categories which accounted for 10% or more of consolidated net sales in either period for the three months ended March 31, 2025 and 2024.
−Removed: Net Sales Three months ended March 31,
+Added: Amounts recognized in Due to affiliates was $ 42.4 million and $ 41.2 million, as of June 30, 2025 and December 31, 2024, respectively.
+Added: The table below shows the amount of net sales to external customers for each of the Company's product categories which accounted for 10% or more of consolidated net sales in either period for the three and six months ended June 30, 2025 and 2024.
+Added: Net Sales Three months ended June 30, Six months ended June 30,
+Added: 2025 2024 2025 2024
Aluminum $ 568.6 $ 454.9 $ 1,104.4 $ 904.3
3 unchanged sentences
Included in the consolidated financial statements are the following amounts related to geographic locations:
−Removed: Three months ended
+Added: Three months ended June 30, Six months ended June 30,
+Added: 2025 2024 2025 2024
United States $ 391.8 $ 375.0 805.6 $ 675.0
3 unchanged sentences
(1) Includes sales of primary aluminum, scrap aluminum and alumina, and purchased aluminum and alumina.
−Removed: For the three months ended March 31, 2025 and 2024, we recorded income tax expense of $ 1.6 million and $ 0.5 million, respectively.
+Added: For the three months ended June 30, 2025 and 2024, we recorded an income tax benefit of $ 1.3 million and an income tax expense of $ 0.5 million, respectively.
+Added: For the six months ended June 30, 2025 and 2024, we recorded income tax expense of $ 0.3 million and $ 1.0 million, respectively.
The change is primarily due to changes in pretax income amounts and jurisdictional mix on a year over year basis.
Our income tax expense or benefit for interim periods is determined using an estimate of our annual effective tax rate, adjusted for discrete items.
−Removed: 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 Statements of Operations.
−Removed: As of March 31, 2025, all of Century's U.S.
+Added: 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 pretax accounting income/loss as reported on the Consolidated Statements of Operations.
+Added: As of June 30, 2025, all of Century's U.S.
and certain foreign deferred tax assets, net of deferred tax liabilities, continue to be subject to a full valuation allowance.
3 unchanged sentences
The IRA Regulations provide guidance on rules that taxpayers must satisfy to qualify for the IRA Section 45X tax credit.
−Removed: For the three months ended March 31, 2025 and 2024, the Company recognized a reduction of $ 19.9 million and $ 11.9 million in Cost of goods sold and a reduction of $ 0.8 million and $ 0.7 million in Selling, general and administrative expenses, respectively, within the Consolidated Statements of Operations.
−Removed: As of March 31, 2025 and December 31, 2024, the Company recognized a current manufacturing credit receivable of $ 81.5 million.
−Removed: As of March 31, 2025, and December 31, 2024, the Company recognized a non-current manufacturing credit receivable of $ 91.1 million and $ 70.4 million, respectively.
−Removed: Earnings Per Share
−Removed: Basic earnings per share ("EPS") amounts are calculated by dividing earnings available to common stockholders by the
+Added: For the three months ended June 30, 2025 and 2024, the Company recognized a reduction of $ 21.9 million and $ 10.7 million in Cost of goods sold and a reduction of $ 0.5 million and $ 0.5 million in Selling, general and administrative expenses, respectively, within the Consolidated Statements of Operations.
+Added: Comparatively, for the six months ended June 30, 2025 and 2024, the Company recognized a reduction of $ 41.8 million and $ 22.6 million in Cost of goods sold and a reduction of $ 1.3 million and $ 1.2 million in Selling, general and administrative expenses, respectively, within the Consolidated Statements of Operations.
CENTURY ALUMINUM COMPANY
1 unchanged sentence
(amounts in millions, except share and per share amounts)
−Removed: weighted average number of common shares outstanding using the two-class method.
+Added: Earnings Per Share
+Added: Basic earnings per share ("EPS") amounts are calculated by dividing earnings available to common stockholders by the weighted average number of common shares outstanding using the two-class method.
Diluted EPS is calculated by dividing net income attributable to common shareholders by the weighted average number of common and dilutive common equivalent shares outstanding during the period.
1 unchanged sentence
The following table shows the basic and diluted earnings per share:
−Removed: For the three months ended March 31,
+Added: For the three months ended June 30,
Net Income (Loss) Shares
2 unchanged sentences
(in millions)
−Removed: Net income attributable to Century stockholders $ 29.7 $ 246.8
+Added: Net (loss) income attributable to Century stockholders $ ( 4.6 ) $ ( 2.5 )
net income allocated to participating securities — —
−Removed: Net income allocated to common stockholders $ 28.2 93.3 $ 0.30 $ 233.6 92.7 $ 2.52
+Added: Net (loss) income allocated to common stockholders $ ( 4.6 ) 93.3 $ ( 0.05 ) $ ( 2.5 ) 92.7 $ ( 0.03 )
Effect of Dilutive Securities (1) :
1 unchanged sentence
Convertible senior notes — — — —
−Removed: Net income allocated to common stockholders $ 28.9 99.2 $ 0.29 $ 222.8 98.7 $ 2.26
+Added: Net (loss) income allocated to common stockholders $ ( 4.6 ) 93.3 $ ( 0.05 ) $ ( 2.5 ) 92.7 $ ( 0.03 )
+Added: For the six months ended June 30,
+Added: Net Income (Loss) Shares
+Added: (in millions)
+Added: Per Share Net Income (Loss) Shares
+Added: (in millions)
+Added: Net (loss) income attributable to Century stockholders $ 25.1 $ 244.3
+Added: net income allocated to participating securities 1.3 13.0
+Added: Net (loss) income allocated to common stockholders $ 23.8 93.3 $ 0.26 $ 231.3 92.7 $ 2.50
+Added: Effect of Dilutive Securities (1) :
+Added: Share-based compensation — 1.3 ( 12.2 ) 1.5
+Added: Convertible senior notes — — 2.6 4.6
+Added: Net (loss) income allocated to common stockholders $ 23.8 94.6 $ 0.25 $ 221.7 98.8 $ 2.24
+Added: CENTURY ALUMINUM COMPANY
+Added: Condensed Notes to the Consolidated Financial Statements (continued)
+Added: (amounts in millions, except share and per share amounts)
Three months ended
+Added: June 30, Six months ended
Securities excluded from the calculation of diluted EPS (in millions) (1) :
+Added: 2025 2024 2025 2024
Share-based compensation 1.7 1.9 0.7 —
Convertible preferred shares 5.0 5.2 5.0 5.2
+Added: Convertible notes 4.6 4.6 4.6 —
(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.
1 unchanged sentence
Components of AOCL:
−Removed: March 31, 2025
+Added: June 30, 2025
December 31, 2024
8 unchanged sentences
(1) The allocation of the income tax effect to the components of other comprehensive loss is as follows:
−Removed: March 31, 2025
+Added: June 30, 2025
December 31, 2024
6 unchanged sentences
Defined benefit plan and other postretirement liabilities Unrealized gain on financial instruments Total, net of tax
−Removed: Balance, December 31, 2024 $ ( 104.6 ) $ 1.3 $ ( 103.3 )
+Added: Balance, March 31, 2025 $ ( 102.9 ) $ 1.3 $ ( 101.6 )
Other comprehensive loss before reclassifications — — —
Net amount reclassified to net income (loss) 1.6 ( 0.1 ) 1.5
+Added: Balance, June 30, 2025 $ ( 101.3 ) $ 1.2 $ ( 100.1 )
Balance, March 31, 2024 $ ( 101.0 ) $ 1.4 $ ( 99.6 )
+Added: Net amount reclassified to net income (loss) 1.5 — 1.5
+Added: Balance, June 30, 2024 $ ( 99.5 ) $ 1.4 $ ( 98.1 )
Balance, December 31, 2024 $ ( 104.6 ) $ 1.3 $ ( 103.3 )
1 unchanged sentence
Net amount reclassified to net income (loss) 3.3 ( 0.1 ) 3.2
−Removed: Balance, March 31, 2024 $ ( 101.0 ) $ 1.4 $ ( 99.6 )
+Added: Balance, June 30, 2025 $ ( 101.3 ) $ 1.2 $ ( 100.1 )
+Added: Balance, December 31, 2023 $ ( 99.4 ) $ 1.5 $ ( 97.9 )
+Added: Other comprehensive loss before reclassifications $ ( 3.4 ) — $ ( 3.4 )
+Added: Net amount reclassified to net income (loss) 3.3 ( 0.1 ) 3.2
+Added: Balance, June 30, 2024 $ ( 99.5 ) $ 1.4 $ ( 98.1 )
Reclassifications out of AOCL were included in the Consolidated Statements of Operations as follows:
Three months ended
+Added: June 30, Six months ended
AOCL Components Location 2025 2024 2025 2024
12 unchanged sentences
Pension Benefits
−Removed: Three months ended
+Added: Three months ended June 30, Six months ended
+Added: 2025 2024 2025 2024
Service cost $ 0.6 $ 0.7 $ 1.3 $ 1.3
1 unchanged sentence
Expected return on plan assets ( 4.0 ) ( 4.1 ) ( 7.9 ) ( 7.9 )
−Removed: Amortization of prior service costs 0.1 0.1
+Added: Amortization of prior service benefit — — 0.1 0.1
Amortization of net loss 1.5 1.3 2.9 3.0
1 unchanged sentence
Other Postretirement Benefits
−Removed: Three months ended
+Added: Three months ended June 30, Six months ended
+Added: 2025 2024 2025 2024
+Added: Service cost $ 0.1 $ 0.1 $ 0.1 $ 0.1
Interest cost 0.9 0.9 1.9 1.9
+Added: Amortization of prior service cost — ( 0.1 ) — ( 0.1 )
Amortization of net loss 0.1 0.3 0.3 0.3
1 unchanged sentence
Inventories consist of the following:
−Removed: March 31, 2025 December 31, 2024
+Added: June 30, 2025 December 31, 2024
Raw materials $ 178.5 $ 180.8
18 unchanged sentences
• Level 3 Inputs - unobservable inputs for the asset or liability.
−Removed: Recurring Fair Value Measurements As of March 31, 2025
+Added: Recurring Fair Value Measurements As of June 30, 2025
Cash equivalents $ 2.8 $ — $ — $ 2.8
16 unchanged sentences
(amounts in millions, except share and per share amounts)
−Removed: The following section describes the valuation techniques and inputs for fair value measurements categorized within Level 2 of the fair value hierarchy:
+Added: The following section describes the valuation techniques or inputs for fair value measurements categorized within Level 2 of the fair value hierarchy:
Level 2 Fair Value Measurements:
8 unchanged sentences
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.
−Removed: During the three months ended March 31, 2025 and 2024, there were no Level 3 assets and liabilities measured at fair value on a recurring basis.
−Removed: As of March 31, 2025, we had an open position of 36,600 tonnes re lated to LME forward financial sales contracts to fix the forward LME aluminum price.
+Added: During the three and six months ended June 30, 2025 and 2024, there were no Level 3 assets and liabilities measured at fair value on a recurring basis.
+Added: As of June 30, 2025, we had an open position of 37,400 tonnes related to LME forward financial sales contracts to fix the forward LME aluminum price.
These contracts are expected to settle monthly through September 2026.
−Removed: We also had an open position o f 36,600 t onnes related to MWP forward financial sales contracts to fix the forward MWP price.
+Added: We also had an open position of 37,400 tonnes related to MWP forward financial sales contracts to fix the forward MWP price.
These contracts are expected to settle monthly through September 2026.
We also enter into financial contracts with various counterparties to offset fixed price sales arrangements with certain of our customers ("fixed for floating swaps") to remain exposed to the LME and MWP aluminum prices.
−Removed: As of March 31, 2025, we had 1,270 tonnes open fixed for floating swaps.
+Added: As of June 30, 2025, we had 885 tonnes open fixed for floating swaps.
These contracts are expected to settle monthly through November 2025.
We have entered into financial contracts to hedge a portion of our Jamalco fuel cost exposure ("HFO price swaps").
−Removed: The volume of heavy fuel oil ("HFO") consumed at Jamalco is measured per barrel and as of March 31, 2025, we had an open position of 300,000 barrels.
−Removed: The HFO price swaps are expected to settle monthly thr ough March 2026.
+Added: The volume of heavy fuel oil ("HFO") consumed at Jamalco is measured per barrel and as of June 30, 2025, we had an open position of 270,000 barrels.
+Added: The HFO price swaps are expected to settle monthly through May 2026.
We have entered into financial contracts to fix a portion of our exposure to the Indiana Hub power market at our Sebree plant ("Indiana Hub power price swaps").
−Removed: As of March 31, 2025, we had an open position of 677,712 MWh.
−Removed: The Indiana Hub power price swaps are expected to settle monthly throug h September 2026 .
+Added: As of June 30, 2025, we had an open position of 690,648 MWh.
+Added: The Indiana Hub power price swaps are expected to settle monthly through September 2026.
Our agreements with derivative counterparties contain certain provisions requiring collateral to be posted in the event the market value of our position exceeds the margin threshold limit of our master agreement with the counterparty.
−Removed: As of March 31, 2025 and December 31, 2024, the Company had no recorded restricted cash as collateral related to open derivative contracts under the master arrangements with our counterparties.
+Added: As of June 30, 2025 and December 31, 2024, the Company had no recorded restricted cash as collateral related to open derivative contracts under the master arrangements with our counterparties.
CENTURY ALUMINUM COMPANY
1 unchanged sentence
(amounts in millions, except share and per share amounts)
−Removed: The following tables set forth the Company's derivative assets and liabilities that were accounted for at fair value and not designated as cash flow hedges as of March 31, 2025 and December 31, 2024, respectively:
+Added: The following tables set forth the Company's derivative assets and liabilities that were accounted for at fair value and not designated as cash flow hedges as of June 30, 2025 and December 31, 2024, respectively:
Asset Fair Value
−Removed: March 31, 2025 December 31, 2024
+Added: June 30, 2025 December 31, 2024
Commodity contracts (1)
Liability Fair Value
−Removed: March 31, 2025 December 31, 2024
+Added: June 30, 2025 December 31, 2024
Commodity contracts (1)
(1) Commodity contracts reflect our outstanding LME and MWP forward financial sales contracts, Indy Hub power price swaps, fixed for floating swaps, and HFO price swaps.
−Removed: At March 31, 2025, and December 31, 2024, there were no commodity contracts with Glencore.
+Added: At June 30, 2025, and December 31, 2024, there were no commodity contracts with Glencore.
The following table summarizes the net (loss) gain on forward and derivative contracts:
Three months ended
+Added: June 30, Six months ended
+Added: 2025 2024 2025 2024
Commodity contracts (1)
2 unchanged sentences
Total $ ( 15.5 ) $ ( 4.0 ) $ ( 20.9 ) $ 3.4
−Removed: (1) For the three months ended March 31, 2025, there were no forward and derivative contracts with Glencore.
−Removed: For the three months ended March 31, 2024, $ 4.0 million of the net gain was with Glencore.
+Added: (1) For the three and six months ended June 30, 2025, there were no forward and derivative contracts with Glencore.
+Added: For the three and six months ended June 30, 2024, $ 1.9 million of the net loss and $ 2.5 million of the net gain was with Glencore, respectively.
CENTURY ALUMINUM COMPANY
1 unchanged sentence
(amounts in millions, except share and per share amounts)
−Removed: March 31, 2025 December 31, 2024
+Added: June 30, 2025 December 31, 2024
Debt classified as current liabilities:
4 unchanged sentences
Debt classified as non-current liabilities:
−Removed: Grundartangi Casthouse Facility, net of financing fees of $ 1.0 million at March 31, 2025 (4)
+Added: Grundartangi Casthouse Facility, net of financing fees of $ 1.0 million at June 30, 2025 (4)
Vlissingen Credit Facility (5)
−Removed: 7.5 % senior secured notes due April 1, 2028, net of financing fees of $ 1.8 million at March 31, 2025, interest payable semiannually
−Removed: 2.75 % convertible senior notes due May 1, 2028, net of financing fees of $ 1.1 million at March 31, 2025, interest payable semiannually
+Added: 7.5 % senior secured notes due April 1, 2028, net of financing fees of $ 1.6 million at June 30, 2025, interest payable semiannually
+Added: 2.75 % convertible senior notes due May 1, 2028, net of financing fees of $ 1.0 million at June 30, 2025, interest payable semiannually
Total $ 488.8 $ 528.2
(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.
−Removed: The interest rate at March 31, 2025 was 3.00 % .
+Added: The interest rate at June 30, 2025 was 2.05 % .
(2) We incur interest at a base rate plus applicable margin as defined within the agreement.
−Removed: The interest rate at March 31, 2025 was 8.25 % .
+Added: The interest rate at June 30, 2025 wa s 8.00 %.
(3) We incur interest at a base rate plus applicable margin as defined within the agreement.
−Removed: The interest rate at March 31, 2025 wa s 7.80 % .
+Added: The interest rate at June 30, 2025 wa s 7.82 %.
(4) We incur interest at a base rate plus applicable margin as defined within the agreement.
−Removed: The interest rate at March 31, 2025 was 8.05 %.
+Added: The interest rate at June 30, 2025 was 8.04 %.
(5) We incur interest at a base rate plus applicable margin as defined within the agreement.
−Removed: The interest rate at March 31, 2025 was 7.99 % .
+Added: The interest rate at June 30, 2025 wa s 7.98 %.
7.5 % Senior Secured Notes due 2028
3 unchanged sentences
The 2028 Notes are senior secured obligations of Century, ranking equally in right of payment with all existing and future senior indebtedness of Century, but effectively senior to unsecured debt to the extent of the value of collateral.
−Removed: As of March 31, 2025, the total estimated fair value of the 2028 Notes was $ 253.2 million .
+Added: As of June 30, 2025, the total estimated fair value of the 2028 Notes was $ 254.1 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.
3 unchanged sentences
We received proce eds of $ 83.7 million, a fter payment of certain financing fees and related expenses.
−Removed: The Convertible Notes bear interest semi-annually in arrears on May 1 and November 1 of each year, which began on November 1, 2021, at a rate of 2.75 % per annum in cash.
+Added: The Convertible Notes bear interest semi-annually in arrears on May 1 and November 1 of each year at a rate of 2.75 % per annum in cash.
The initial conversion rate for the Convertible Notes is 53.3547 shares of the Company's common stock per $1,000 principal amount of Convertible Notes, which is equivalent to an initial conversion price of approximately $ 18.74 per share of
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.
−Removed: As of March 31, 2025, the conversion rate remains unchanged .
+Added: As of June 30, 2025, the conversion rate remains unchanged.
The Convertible Notes are the Company’s senior unsecured obligations and rank senior in right of payment to any of the Company’s indebtedness that is expressly subordinated in right of payment to the Convertible Notes;
2 unchanged sentences
and structurally junior to all indebtedness and other liabilities (including trade payables) of the Company’s subsidiaries.
−Removed: As of March 31, 2025, the if-converted value of the Convertible Not es did not exceed the outstanding principal amount.
−Removed: As of March 31, 2025, the total estimated fair value of the Convertible Notes was $ 103.7 million .
+Added: As of June 30, 2025, the if-converted value of the Convertible Notes did not exceed the outstanding principal amount.
+Added: As of June 30, 2025, the total estimated fair value of the Convertible Notes was $ 103.3 million.
Although we use quoted market prices for identical debt instruments, the markets on which they trade are not considered to be active and are therefore considered Level 2 fair value measurements.
7 unchanged sentences
revolving credit facility reduce our borrowing availability on a dollar-for-dollar basis.
−Removed: At March 31, 2025, there were $ 2.0 million of outstanding borrowings and $ 63.7 million of outstanding letters of credit issued under our U.S.
+Added: At June 30, 2025, there were $ 19.6 million of outstanding borrowings and $ 47.3 million of outstanding letters of credit issued under our U.S.
revolving credit facility.
3 unchanged sentences
revolving credit facility:
−Removed: March 31, 2025
+Added: June 30, 2025
Credit facility maximum amount $ 250.0
8 unchanged sentences
Under the terms of the Iceland revolving credit facility, when Grundartangi borrows funds it will designate a repayment date, which may be any date prior to the maturity of the Iceland revolving credit facility.
−Removed: At March 31, 2025, there were $ 9.5 million of outstanding borrowings under our Iceland revolving credit facility.
+Added: At June 30, 2025, there were no 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:
−Removed: March 31, 2025
+Added: June 30, 2025
Credit facility maximum amount $ 100.0
6 unchanged sentences
Under the Casthouse Facility, repayments of principal amounts will be made in equal quarterly installments equal to 1.739 % of the principal amount, the first payment occurring in July 2024, with the remaining 60 % of the principal amount to be paid no later than the termination date in December 2029.
−Removed: As of March 31, 2025, there were $ 119.9 million in outstanding borrowings under the Casthouse Facility.
+Added: As of June 30, 2025, there were $ 117.7 million i n outstanding borrowings under the Casthouse Facility.
Vlissingen Credit Facility
3 unchanged sentences
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.
−Removed: As of March 31, 2025, there were $ 10.0 million in outstanding borrowings under the Vlissingen Credit Facility.
+Added: As of June 30, 2025, there were $ 10.0 million in outstanding borrowings under the Vlissingen Credit Facility.
Hancock County Industrial Revenue Bond s
1 unchanged sentence
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.
−Removed: The IRBs are secured by a letter of credit issued under our U.S revolving credit facility and mature in April 2028.
+Added: The IRBs are secured by a letter of credit issued under our U.S.
+Added: revolving credit facility and mature in April 2028.
Surety Bond Facility
1 unchanged sentence
In June 2022, we entered into a surety bond facility with an insurance company to provide such bonds when applicable.
−Removed: As of March 31, 2025, we had issued surety bonds totaling $ 6.6 million .
+Added: As of June 30, 2025, 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.
Covenant Compliance
−Removed: As of March 31, 2025, we and our subsidiaries were in compliance with financial covenants or maintained availability above applicable covenant triggers.
+Added: As of June 30, 2025, we and our subsidiaries were in compliance with financial covenants or maintained availability above applicable covenant triggers.
Commitments and Contingencies
17 unchanged sentences
CAWV has agreed to pay the remaining amounts under the settlement agreement in annual increments of $ 2.0 million for nine years .
−Removed: As of March 31, 2025, $ 2.0 million was recorded in Accrued and other current liabilities and $ 1.7 million was recorded in Other liabilities.
+Added: As of June 30, 2025, $ 2.0 million was recorded in Accrued and other current liabilities and $ 1.8 million was recorded in Other liabilities.
PBGC Settlement
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 f acility (the "PBGC Settlement Agreement").
−Removed: 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.
+Added: 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 approximatel y $ 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.
1 unchanged sentence
In October 2021, we amended the PBGC Settlement Agreement (the "Amended PBGC Settlement Agreement") such that we removed the deferral mechanism and agreed to contribute approximately $ 2.4 million per year to our defined benefit pension plans for a total of approximately $ 9.6 million, over the next four years beginning on November 30, 2022 and ending on November 30, 2025, subject to acceleration if certain terms and conditions are met in such amendment.
−Removed: As of March 31, 2025, we have made contributions of $ 7.2 million related to the Amended PBGC Settlement Agreement.
+Added: As of June 30, 2025, we have made contributions of $ 7.2 million related to the Amended PBGC Settlement Agreement.
Power Commitments and Contingencies
38 unchanged sentences
This contingent obligation consists of the aggregate payments made to Big Rivers by the third party on CAKY’s behalf in excess of the agreed upon base amount under the long-term cost-based power contract with Kenergy.
−Removed: As of March 31, 2025, the principal and accrued interest for the contingent obligation was $ 32.7 million, which was fully offset by a derivative asset.
+Added: As of June 30, 2025, the principal and accrued interest for the contingent obligation was $ 33.0 million , which was fully offset by a derivative asset.
We may be required to make installment payments for the contingent obligation in the future.
1 unchanged sentence
Interest accrues at an annual rate equal to 10.94 %.
−Removed: As of March 31, 2025, based on the curtailment of Hawesville's 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.
+Added: As of June 30, 2025, based on the curtailment of Hawesville's 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.
3 unchanged sentences
Shareholders' Equity
−Removed: As of March 31, 2025 and December 31, 2024, we had 195,000,000 shares of common stock, $ 0.01 par value per share, authorized under our Restated Certificate of Incorporation, of which 100,483,458 shares were issued and 93,296,937 shares were outstanding at March 31, 2025, and 100,475,086 were issued and 93,288,565 shares were outstanding at December 31, 2024.
+Added: As of June 30, 2025 and December 31, 2024, we had 195,000,000 shares of common stock, $ 0.01 par value per share, authorized under our Restated Certificate of Incorporation, of which 100,525,642 shares were issued and 93,339,121 shares were outstanding at June 30, 2025, and 100,475,086 were issued and 93,288,565 shares were outstanding at December 31, 2024.
The rights, preferences and privileges of holders of our common stock are subject to, and may be adversely affected by, the rights of the holders of shares of any series of our preferred stock which are currently outstanding, including our Series A Convertible Preferred Stock, or which we may designate and issue in the future.
Preferred Stock
−Removed: As of March 31, 2025 and December 31, 2024, we had 5,000,000 shares of preferred stock, $ 0.01 par value per share, authorized under our Restated Certificate of Incorporation.
+Added: As of June 30, 2025 and December 31, 2024, 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.
4 unchanged sentences
In 2008, we issued 160,000 shares of our Series A Convertible Preferred Stock.
−Removed: At March 31, 2025 and December 31, 2024, 49,679 and 49,715 shares of Series A Convertible Preferred Stock were outstanding, respectively.
+Added: At June 30, 2025 and December 31, 2024, 49,514 and 49,715 shares of Series A Convertible Preferred Stock were outstanding, respectively.
Glencore holds all of the issued and outstanding Series A Convertible Preferred Stock.
11 unchanged sentences
The difference between the cost of the shares and the reissuance price is added to or deducted from additional paid-in capital.
−Removed: Through March 31, 2025 we repurchased 7,186,521 shares of common stock for an aggregate purchase price of $ 86.3 million.
−Removed: We have made no repurchases since April 2015 and have approximately $ 43.7 million remaining under the repurchase program authorization as of March 31, 2025.
−Removed: Business Segments and Geographic Information
+Added: Through June 30, 2025 we repurchased 7,186,521 shares of common stock for an aggregate purchase price of $ 86.3 million.
+Added: We have made no repurchases since April 2015 and have approximately $ 43.7 million remaining under the repurchase program authorization as of June 30, 2025.
+Added: Business Segments
The Company is a producer of alumina and primary aluminum.
12 unchanged sentences
GAAP measurement of consolidated Net income to develop forecasting, evaluate overall profitability performance and to make key operating decisions, such as the allocation of budget between sales, cost of good sold and selling, general and administrative expenses.
−Removed: Segment assets is reported on our Consolidated Balance Sheets as Total assets.
+Added: Segment assets are reported on our Consolidated Balance Sheets as Total assets.
Our Consolidated Statements of Cash Flows presents Depreciation, depletion and amortization expense and includes the measure of Capital expenditures as Purchase of property, plant and equipment.
−Removed: The following table presents information about the Company's single segment for the three months ended March 31, 2025 and 2024.
+Added: The following table presents information about the Company's single segment for the three and six months ended June 30, 2025 and 2024.
Three months ended
+Added: June 30, Six months ended
+Added: 2025 2024 2025 2024
Net sales $ 628.1 $ 560.8 $ 1,262.0 $ 1,050.3
2 unchanged sentences
IRA Credit (1),(3)
+Added: 21.9 10.7 41.8 22.6
Lower of cost or NRV inventory adjustment (1),(4)
+Added: 1.2 1.7 1.9 7.3
Property and equipment expense (1),(5)
1 unchanged sentence
Selling, general and administrative expenses ( 14.0 ) ( 12.3 ) ( 26.5 ) ( 26.4 )
−Removed: Other operating expense - net ( 2.0 ) ( 0.5 )
+Added: Other operating expenses - net ( 1.5 ) ( 1.7 ) ( 3.5 ) ( 2.2 )
+Added: Interest expense - nonaffiliates ( 9.8 ) ( 8.9 ) ( 19.8 ) ( 16.2 )
Interest expense - affiliates ( 1.9 ) ( 1.4 ) ( 3.7 ) ( 3.3 )
−Removed: Interest expenses - nonaffiliates ( 10.0 ) ( 7.4 )
Interest income 1.9 0.6 3.7 1.3
−Removed: Net gain (loss) on forward and derivative contracts - nonaffiliates ( 5.4 ) 3.4
−Removed: Net gain (loss) on forward and derivative contracts - affiliates — 4.0
+Added: Net (loss) gain on forward and derivative contracts - nonaffiliates ( 15.6 ) ( 2.1 ) ( 21.0 ) 0.9
+Added: Net (loss) gain on forward and derivative contracts - affiliates — ( 1.9 ) — 2.5
Bargain purchase gain — — — 245.9
−Removed: Other income (loss) - net ( 3.4 ) ( 1.5 )
−Removed: Income tax expense ( 1.6 ) ( 0.5 )
−Removed: Net income $ 25.7 $ 244.7
+Added: Other (loss) income - net ( 5.7 ) 1.1 ( 9.1 ) ( 0.4 )
+Added: Income tax benefit (expense) 1.3 ( 0.5 ) ( 0.3 ) ( 1.0 )
+Added: Net (loss) income $ ( 9.1 ) $ ( 6.7 ) $ 16.6 $ 238.0
(1) Indicates a component of Cost of goods sold.
2 unchanged sentences
(4) Includes inventory revaluation to lower of cost or net realizable value and changes in inventory reserve.
−Removed: (5) Represents the depreciation expenses and expenses related to leased assets that are directly related the cost of goods sold.
−Removed: Depreciation expense is also a component of Selling, general and administrative expenses.
+Added: (5) Represents the depreciation expenses and expenses related to leased assets that are directly related to the cost of goods sold.
CENTURY ALUMINUM COMPANY
3 unchanged sentences
The Company consolidates Jamalco, a bauxite mining and alumina refinery in Jamaica, under the variable interest entity ("VIE") model.
−Removed: The Company's wholly-owned subsidiary, GAJL, is the managing partner of Jamalco.
Jamalco lacks sufficient equity investment at risk in accordance with relevant guidance.
Based on its purpose and design, Jamalco is expected to require additional subordinated financial support, such as those in the form of equity contributions or other forms of subordinated financing, which the Company expects would require parent guarantees.
−Removed: To that end, the Company made an immediate equity contribution to Jamalco upon acquisition and has provided subsequent financing of costs for Jamalco to perform its activities in the ordinary course of business.
−Removed: Jamalco was designed in order to distribute operations risk related to the mining and alumina refining operations, as well as commodity price risk.
+Added: The Company owns a 55 % ownership interest in Jamalco through its wholly-owned subsidiary, GAJL, which serves as the managing partner.
+Added: The Company is responsible for funding 55 % of Jamalco's operating costs and capital requirements and is not obligated to provide additional financial support beyond its equity interest.
+Added: Upon acquisition, the Company made an immediate equity contribution to Jamalco and has provided subsequent financing of costs for Jamalco to perform its activities in the ordinary course of business.
+Added: The Company obtains direct ownership of our 55 % share of Jamalco’s outputs and purchases the remaining 45 % of the output from the Government of Jamaica.
+Added: Through direct ownership and purchase, 100 % of Jamalco’s output is either retained and utilized in the Company’s business operations or sold by the Company.
+Added: The Company’s consolidated statement of cash flows reflects 100 % of cash flows related to the Jamalco operations.
+Added: The Company receives cash proceeds from the Government of Jamaica for its 45 % interest of the Jamalco operating costs and capital requirements.
Although our partner has certain participating rights over some decisions of the entity, the Company has power over the majority of key activities at Jamalco that significantly affect its economic performance over which the counterparty does not have such participating rights;
therefore, the Company is the primary beneficiary of the VIE.
−Removed: The table below shows the carrying amounts and classification of the consolidated VIE's assets and liabilities included in the Consolidated Balance Sheets as of March 31, 2025 and December 31, 2024.
−Removed: March 31, 2025 December 31, 2024
+Added: CENTURY ALUMINUM COMPANY
+Added: Condensed Notes to the Consolidated Financial Statements (continued)
+Added: (amounts in millions, except share and per share amounts)
+Added: The table below shows the carrying amounts and classification of the consolidated VIE's assets and liabilities included in the Consolidated Balance Sheets as of June 30, 2025 and December 31, 2024.
+Added: June 30, 2025 December 31, 2024
Cash and cash equivalents 33.0 17.4
17 unchanged sentences
Total noncurrent liabilities 72.8 119.4
+Added: Subsequent Events
+Added: Refinancing Transactions
+Added: On July 22, 2025, we completed the issuance of $ 400.0 million aggregate principal amount of 6.875 % Senior Secured Notes due August 2032 (the "2032 Notes").
+Added: We received net proceeds of $ 395 million after payment of certain financing fees and related expenses.
+Added: The net proceeds have been, or will be, applied as described below.
+Added: The 2032 Notes bear interest semi-annually in arrears o n February 1 and August 1 of each year, beginning on February 1, 2026, at a rate of 6.875 % pe r annum payable in cash.
+Added: The 2032 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.
+Added: The net proceeds from the 2032 Notes issuance were used to redeem the 2028 Notes and will be used to repay borrowings under the Company's credit facilities and to pay fees and expenses relating to these transactions.
+Added: On July 22, 2025, we determined that all conditions precedent to the redemption (the “Redemption”) of our 2028 Notes pursuant to its Conditional Notice of Full Redemption issued on July 21, 2025 had been satisfied.
+Added: Accordingly, the 2028 Notes were redeemed on August 5, 2025 at an aggregate redemption price of $ 261.1 million, consisting of 101.875 % of the principal due and payable on the 2028 Notes plus accrued and unpaid interest to but excluding the August 5, 2025 redemption date.
+Added: In connection with the Redemption, effective July 22, 2025, the Company satisfied and discharged all its obligations under and in accordance with the terms of the indenture governing the 2028 Notes.
+Added: On August 1, 2025, we repaid the $ 10 million in outstanding borrowings under the Vlissingen Credit Facility.
+Added: Fifth Amendment to Second Amended and Restated Loan and Security Agreement
+Added: On July 22, 2025, we amended the U.S.
+Added: revolving credit facility to, among other items, extend the maturity date of the Existing Credit Facility to July 22, 2030 and revise the calculation of Term SOFR Adjustment (as defined in the Existing Credit Facility) to 0.10 % per annum for all interest periods.
FORWARD-LOOKING STATEMENTS
11 unchanged sentences
• Our plans and expectations with respect to future operations of the Company and its subsidiaries, including any plans and expectations to curtail or restart production, including the expected impact of any such actions on our future financial and operating performance;
−Removed: • Our plans and expectations with regards any restart of curtailed production at Mt.
+Added: • Our plans and expectations with regards to any restart of curtailed production at Mt.
Holly including the timing, costs and benefits associated with restarting curtailed production;
• Our plans with regards to the future of our Hawesville smelter;
−Removed: • Our ability to successfully obtain and/or retain competitive power arrangements for our operations, including securing necessary power arrangement for the greenfield project;
+Added: • Our ability to successfully obtain and/or retain competitive power arrangements for our operations, including securing necessary power arrangements for the greenfield project;
• The impact of Section 232 and 301 and other trade actions, including tariffs or other trade remedies, the extent to which any such remedies may be changed, including through exclusions or exemptions, and the duration of any trade remedy;
22 unchanged sentences
Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.