4 unchanged sentences
Three months ended
−Removed: June 30, Six months ended
+Added: September 30, Nine months ended
+Added: September 30,
2025 2024 2025 2024
11 unchanged sentences
Interest income 2.8 0.4 6.5 1.7
−Removed: Net (loss) gain on forward and derivative contracts - nonaffiliates ( 15.6 ) ( 2.1 ) ( 21.0 ) 0.9
+Added: Net loss on forward and derivative contracts - nonaffiliates ( 30.2 ) ( 2.8 ) ( 51.2 ) ( 4.3 )
Net (loss) gain on forward and derivative contracts - affiliates — ( 1.2 ) — 3.7
+Added: Loss on early extinguishment of debt ( 6.2 ) — ( 6.2 ) —
Bargain purchase gain — — — 245.9
−Removed: Other (loss) income - net ( 5.7 ) 1.1 ( 9.1 ) ( 0.4 )
−Removed: (Loss) income before income taxes ( 10.4 ) ( 6.2 ) 16.9 239.0
+Added: Other loss - net ( 2.2 ) ( 4.0 ) ( 11.3 ) ( 4.4 )
+Added: Income before income taxes 9.5 44.3 26.4 283.3
Income tax benefit (expense) 1.1 ( 2.0 ) 0.8 ( 3.0 )
−Removed: Net (loss) income ( 9.1 ) ( 6.7 ) 16.6 238.0
+Added: Net income 10.6 42.3 27.2 280.3
Net loss attributable to noncontrolling interests ( 4.3 ) ( 5.0 ) ( 12.8 ) ( 11.3 )
−Removed: Net (loss) income attributable to Century stockholders ( 4.6 ) ( 2.5 ) 25.1 244.3
+Added: Net income attributable to Century stockholders 14.9 47.3 40.0 291.6
net income allocated to participating securities 0.8 2.5 2.0 15.5
−Removed: Net (loss) income allocated to common stockholders $ ( 4.6 ) $ ( 2.5 ) $ 23.8 $ 231.3
−Removed: (1) Purchases from related party were $ 51.8 million and $ 56.2 million for the three months ended June 30, 2025 and 2024, respectively.
−Removed: Purchases from related parties were $ 140.1 million and $ 115.2 million for the six months ended June 30, 2025 and 2024, respectively.
−Removed: Net (loss) income attributable to Century stockholders per common share:
+Added: Net income allocated to common stockholders $ 14.1 $ 44.8 $ 38.0 $ 276.1
+Added: (1) Purchases from related party were $ 90.7 million and $ 63.9 million for the three months ended September 30, 2025 and 2024, respectively.
+Added: Purchases from related party were $ 230.8 million and $ 179.1 million for the nine months ended September 30, 2025 and 2024, respectively.
+Added: Net income attributable to Century stockholders per common share:
Basic $ 0.15 $ 0.48 $ 0.41 $ 2.98
5 unchanged sentences
CENTURY ALUMINUM COMPANY
−Removed: CONSOLIDATED STATEMENTS OF COMPREHENSIVE (LOSS) INCOME
+Added: CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(in millions)
Three months ended
−Removed: June 30, Six months ended
+Added: September 30, Nine months ended
+Added: September 30,
2025 2024 2025 2024
−Removed: Comprehensive (loss) income:
−Removed: Net (loss) income $ ( 9.1 ) $ ( 6.7 ) $ 16.6 $ 238.0
−Removed: Other comprehensive income (loss) before income tax effect:
+Added: Comprehensive income:
+Added: Net income $ 10.6 $ 42.3 $ 27.2 $ 280.3
+Added: Other comprehensive income before income tax effect:
Net loss on foreign currency cash flow hedges reclassified as income — — ( 0.1 ) ( 0.1 )
1 unchanged sentence
Net loss arising during the period — — — ( 3.4 )
−Removed: Amortization of prior service (cost) benefit during the period — ( 0.1 ) 0.1 —
+Added: Amortization of prior service benefit during the period 0.1 0.1 0.2 0.1
Amortization of net loss during the period 1.4 1.6 4.6 4.9
−Removed: Other comprehensive income (loss) before income tax effect 1.5 1.5 3.2 ( 0.2 )
+Added: Other comprehensive income before income tax effect 1.5 1.7 4.7 1.5
Income tax effect — — — —
−Removed: Other comprehensive income (loss) 1.5 1.5 3.2 ( 0.2 )
−Removed: Comprehensive (loss) income ( 7.6 ) ( 5.2 ) 19.8 237.8
+Added: Other comprehensive income 1.5 1.7 4.7 1.5
+Added: Comprehensive income 12.1 44.0 31.9 281.8
Comprehensive loss attributable to noncontrolling interests ( 4.3 ) ( 5.0 ) ( 12.8 ) ( 11.3 )
−Removed: Comprehensive (loss) income attributable to Century stockholders $ ( 3.1 ) $ ( 1.0 ) $ 28.3 $ 244.1
+Added: Comprehensive income attributable to Century stockholders $ 16.4 $ 49.0 $ 44.7 $ 293.1
See Condensed Notes to the Consolidated Financial Statements
2 unchanged sentences
(in millions)
−Removed: June 30, 2025 December 31, 2024
+Added: September 30, 2025 December 31, 2024
Cash and cash equivalents $ 151.4 $ 32.9
14 unchanged sentences
Accounts payable, trade $ 207.4 $ 187.3
−Removed: Non-trade payable 7.7 —
+Added: Non-trade payables 11.8 —
Accrued compensation and benefits 52.4 49.8
27 unchanged sentences
(in millions)
−Removed: Six months ended June 30,
+Added: Nine months ended September 30,
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income $ 27.2 $ 280.3
−Removed: Adjustments to reconcile net income to net cash provided by (used in) operating activities:
−Removed: Unrealized loss (gain) on derivative instruments 14.5 ( 3.7 )
+Added: Adjustments to reconcile Net income to net cash provided by operating activities:
+Added: Unrealized loss on derivative instruments 35.2 0.8
Depreciation, depletion and amortization 61.6 64.8
+Added: Share-based compensation 14.2 8.1
+Added: Loss on early extinguishment of debt 6.2 —
Change in deferred tax provision ( 1.2 ) 1.7
3 unchanged sentences
Accounts receivable ( 27.3 ) ( 15.9 )
−Removed: Non-trade receivables 11.6 ( 1.6 )
+Added: Non-trade payables 12.6 7.1
Manufacturing credit receivable ( 68.5 ) ( 71.9 )
5 unchanged sentences
Accrued and other current liabilities 0.6 ( 3.9 )
+Added: Ravenswood retiree medical settlement ( 2.0 ) ( 2.0 )
Other - net ( 6.8 ) 2.2
−Removed: Net cash provided by (used in) operating activities 80.2 ( 3.3 )
+Added: Net cash provided by operating activities 82.2 16.8
CASH FLOWS FROM INVESTING ACTIVITIES:
4 unchanged sentences
CASH FLOWS FROM FINANCING ACTIVITIES:
+Added: Repayment of Senior Notes due 2028 ( 250.0 ) —
+Added: Early redemption premiums paid ( 4.7 ) —
+Added: Proceeds from issuance of Senior Notes due 2032 400.0 —
+Added: Payment of deferred financing fees ( 6.3 ) —
Borrowings under revolving credit facilities 712.8 409.4
3 unchanged sentences
Repayments under Grundartangi casthouse debt facility ( 6.8 ) ( 4.5 )
−Removed: Net cash (used in) provided by financing activities ( 38.8 ) 0.1
+Added: Repayments under Vlissingen credit facility ( 10.0 ) —
+Added: Carbon credit proceeds 28.1 —
+Added: Carbon credit repayments ( 28.3 ) ( 10.0 )
+Added: Net cash provided by (used in) financing activities 84.6 ( 4.9 )
CHANGE IN CASH, CASH EQUIVALENTS AND RESTRICTED CASH 117.1 ( 54.9 )
4 unchanged sentences
(in millions)
−Removed: Six months ended June 30,
+Added: Nine months ended September 30,
Supplemental Cash Flow Information:
14 unchanged sentences
Three months ended
−Removed: June 30, 2025
−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
+Added: September 30, 2025
+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
Net loss — — — — — — — 14.9 14.9 ( 4.3 ) 10.6
2 unchanged sentences
Conversion of preferred stock to common stock ( 28 ) — 2,848 — — — — — — — —
−Removed: 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: Balance, September 30, 2025 49,486 $ — 93,341,969 $ 1.0 $ 2,553.0 $ ( 86.3 ) $ ( 98.6 ) $ ( 1,627.3 ) $ 741.8 $ ( 44.4 ) $ 697.4
Three months ended
−Removed: June 30, 2024
−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
−Removed: Net loss — — — — — — — ( 2.5 ) ( 2.5 ) ( 4.2 ) ( 6.7 )
+Added: September 30, 2024
+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: Net income (loss) — — — — — — — 47.3 47.3 ( 5.0 ) 42.3
Other comprehensive income — — — — — — 1.7 — 1.7 — 1.7
1 unchanged sentence
Conversion of preferred stock to common stock ( 421 ) — 42,206 — — — — — — — —
−Removed: 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: Balance, September 30, 2024 51,817 $ — 92,798,844 $ 1.0 $ 2,546.3 $ ( 86.3 ) $ ( 96.4 ) $ ( 1,712.5 ) $ 652.1 $ ( 23.6 ) $ 628.5
See Condensed Notes to the Consolidated Financial Statements
5 unchanged sentences
Shares Amount Shares Amount
−Removed: Six months ended
−Removed: June 30, 2025
+Added: Nine months ended
+Added: September 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 ( 229 ) — 22,918 — — — — — — — —
−Removed: 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
−Removed: Six months ended
−Removed: June 30, 2024
+Added: Balance, September 30, 2025 49,486 $ — 93,341,969 $ 1.0 $ 2,553.0 $ ( 86.3 ) $ ( 98.6 ) $ ( 1,627.3 ) $ 741.8 $ ( 44.4 ) $ 697.4
+Added: Nine months ended
+Added: September 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
Net income (loss) — — — — — — — 291.6 291.6 ( 11.3 ) 280.3
−Removed: Other comprehensive loss — — — — — — ( 0.2 ) — ( 0.2 ) — ( 0.2 )
+Added: Other comprehensive income — — — — — — 1.5 — 1.5 — 1.5
Share-based compensation — — 62,212 — 3.4 — — — 3.4 — 3.4
1 unchanged sentence
Noncontrolling interest — — — — — — — — — ( 0.8 ) ( 0.8 )
−Removed: 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: Balance, September 30, 2024 51,817 $ — 92,798,844 $ 1.0 $ 2,546.3 $ ( 86.3 ) $ ( 96.4 ) $ ( 1,712.5 ) $ 652.1 $ ( 23.6 ) $ 628.5
See Condensed Notes to the Consolidated Financial Statements
1 unchanged sentence
Condensed Notes to the Consolidated Financial Statements
−Removed: Six months ended June 30, 2025 and 2024
+Added: Nine months ended September 30, 2025 and 2024
(amounts in millions, except share and per share amounts)
6 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 six 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 nine 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 six months ended June 30, 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 the Business Combinations Topic of the FASB Accounting Standards Codification ("ASC"), 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 nine months ended September 30, 2024.
Recent Accounting Pronouncements
5 unchanged sentences
We do not expect the adoption of this accounting standard to have an impact on our consolidated financial statements, but will require certain additional disclosures.
−Removed: The Company plans to adopt this guidance on its consolidated financial statements and related disclosures for the annual period ending December 31, 2025.
+Added: The Company plans to adopt this guidance for its consolidated financial statements and related disclosures for the annual period ending December 31, 2025.
In November 2024, the FASB issued ASU 2024-03, Income Statement-Reporting Comprehensive Income-Expense Disaggregation Disclosures (Subtopic 220-40):
4 unchanged sentences
Early adoption is permitted.
−Removed: We do not expect any impact to the consolidated financial statements, but the standard will require certain additional disclosures in the notes to the
+Added: We do not expect any
CENTURY ALUMINUM COMPANY
1 unchanged sentence
(amounts in millions, except share and per share amounts)
−Removed: consolidated financial statements and the Company plans to adopt this guidance for the annual period ending December 31, 2027.
+Added: impact to the consolidated financial statements, but the standard will require certain additional disclosures.
+Added: The Company plans to adopt this guidance for the annual period ending December 31, 2027.
Related Party Transactions
−Removed: The significant related party transactions occurring during the three and six months ended June 30, 2025 and 2024 are described below.
+Added: The significant related party transactions occurring during the three and nine months ended September 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 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.
+Added: As of September 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 June 30, 2025 and 2024, we derived approximately 58.5 % and 57.8 % of our consolidated net sales from Glencore, respectively.
−Removed: 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.
+Added: For the three months ended September 30, 2025 and 2024, we derived approximatel y 50.6 % and 61.6 %, respectively, of our consolidated net sales from Glencore.
+Added: For the nine months ended September 30, 2025 and 2024, we derived approximately 56.3 % and 61.0 %, respectively, of our consolidated net sales from Glencore.
Glencore purchases aluminum produced at our U.S.
−Removed: smelters at prices based on the LME plus the Midwest regional delivery premium plus any additional market-based product premiums.
−Removed: Glencore purchases aluminum produced at our Grundartangi, Iceland smelter at prices primarily based on the LME plus the European Duty Paid premium plus any additional market-based product premiums.
+Added: smelters at prices based on the London Metal Exchange ("LME") plus the Midwest regional delivery premium plus any additional market-based product premiums.
+Added: Glencore purchases aluminum produced at our Grundartangi, Iceland smelter at prices based on the LME plus the European Duty Paid premium plus any additional market-based product premiums.
We have entered into agreements with Glencore pursuant to which we sell certain amounts of alumina at market-based prices.
−Removed: For the three and six months ended June 30, 2025, the Company recognized $ 48.0 million and $ 126.4 million, respectively , of revenue related to alumina sales to Glencore .
−Removed: 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.
+Added: For the three and nine months ended September 30, 2025, the Company recognized $ 34.8 million and $ 161.2 million, respectively , of revenue related to alumina sales to Glencore .
+Added: For the three and nine months ended September 30, 2024, the Company recogniz ed $ 31.5 million and $ 117.3 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 and six months ended June 30, 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 nine months ended September 30, 2025 and 2024 were priced based on published alumina and aluminum indices as well as fixed prices.
Financial Contracts with Glencore
3 unchanged sentences
Three months ended
−Removed: June 30, Six months ended
+Added: September 30, Nine months ended
+Added: September 30,
2025 2024 2025 2024
18 unchanged sentences
The Amended Carbon Credit Agreement (i) settled 19,300 Carbon Credits, (ii) extended the repurchase window from December 2024 to August 2025 for the remaining 370,700 Carbon Credits and (iii) revised the repurchase price to € 69.16 per Carbon Credit, for an aggregate amount of € 25.6 million.
+Added: In August 2025, all 370,700 Carbon Credits subject to the Amended Carbon Credit Agreement were settled in full.
In December 2023, Grundartangi also entered into a second structured repurchase agreement with Glencore pursuant to which it sold 40,000 Carbon Credits at a price of € 69.30 per Carbon Credit and agreed to repurchase the same number of Carbon Credits at a price of € 70.71 per Carbon Credit for an aggregate amount of € 2.8 million (the "Second Carbon Credit Agreement").
−Removed: In March 2024 and August 2024, the Second Carbon Credit Agreement was amended to (i) increase the number of Carbon Credits subject to the Second Carbon Agreement by 19,300 credits, (ii) extend the repurchase window from March 2024 to August 2024 with respect to all 59,300 Carbon Credits and (iii) revised the purchase price to € 186.74 per Carbon Credit, for an aggregate amount of € 11.1 million.
−Removed: On August 30, 2024 all 59,300 Carbon Credits subject to the Second Carbon Credit Agreement were settled in full.
−Removed: Due to the repurchase element of these transactions, the Company retains substantially all of the remaining benefits of the assets and has accounted for the transaction as a financing arrangement in accordance with Topic 606, Revenue from Contracts with Customers ("ASC 606").
+Added: In March 2024 and August 2024, the Second Carbon Credit Agreement was amended to (i) increase the number of Carbon Credits subject to the Second Carbon Agreement by 19,300 credits, (ii) extend the repurchase window from March 2024 to August 2024 with respect to all 59,300 Carbon Credits and (iii) revise the purchase price to € 186.74 per Carbon Credit, for an aggregate amount of € 11.1 million.
+Added: In August 2024, all 59,300 Carbon Credits subject to the Second Carbon Credit Agreement were settled in full.
+Added: Due to the repurchase element of these transactions, the Company retains substantially all of the remaining benefits of the assets and has accounted for the transaction as a financing arrangement in accordance with Revenue from Contracts with Customers Topic of the FASB ASC.
We enter into contracts to sell mainly primary aluminum to our customers.
1 unchanged sentence
Our obligations under the contracts are satisfied when we transfer control of our primary aluminum to our customers which is generally upon shipment or delivery to customer directed locations.
−Removed: The amount of consideration we receive, thus the revenue we recognize, is a function of volume delivered, market price of primary aluminum, which is based on the LME, plus regional premiums and any value-added product premiums or alumina which is based on the alumina pricing index, plus Atlantic differential.
+Added: For aluminum, the amount of consideration we receive, thus the revenue we recognize, is a function of volume delivered, market price of primary aluminum, which is based on the LME, plus regional premiums and any value-added product premiums.
+Added: For alumina, consideration is based on the alumina pricing index, plus Atlantic differential.
The payment terms and conditions in our contracts vary and are not significant to our revenue.
3 unchanged sentences
domestic smelters.
−Removed: For those sales, revenue is recognized only when the customer has specifically requested such treatment and has made a commitment to purchase the product.
−Removed: The goods must be complete, ready for shipment and separated from other inventory with control over the goods passing to the customer.
−Removed: We must retain no further performance obligations.
+Added: For those sales, revenue is recognized only when the customer has specifically requested such treatment and has made a commitment to
CENTURY ALUMINUM COMPANY
1 unchanged sentence
(amounts in millions, except share and per share amounts)
+Added: purchase the product.
+Added: The goods must be complete, ready for shipment and separated from other inventory with control over the goods passing to the customer.
+Added: We must retain no further performance obligations.
Contract liabilities are recorded when cash payments are received or due in advance of performance.
−Removed: Amounts recognized in Due to affiliates was $ 42.4 million and $ 41.2 million, as of June 30, 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 and six months ended June 30, 2025 and 2024.
−Removed: Net Sales Three months ended June 30, Six months ended June 30,
+Added: Amounts recognized in Due to affiliates was $ 41.4 million and $ 41.2 million, as of September 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 nine months ended September 30, 2025 and 2024.
+Added: Net Sales Three months ended
+Added: September 30, Nine months ended
+Added: September 30,
2025 2024 2025 2024
4 unchanged sentences
Included in the consolidated financial statements are the following amounts related to geographic locations:
−Removed: Three months ended June 30, Six months ended June 30,
+Added: Net Sales (1)
+Added: Three months ended
+Added: September 30, Nine months ended
+Added: September 30,
2025 2024 2025 2024
4 unchanged sentences
(1) Includes sales of primary aluminum, scrap aluminum and alumina, and purchased aluminum and alumina.
−Removed: 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.
−Removed: For the six months ended June 30, 2025 and 2024, we recorded income tax expense of $ 0.3 million and $ 1.0 million, respectively.
+Added: For the three months ended September 30, 2025 and 2024, we recorded an income tax benefit of $ 1.1 million and an income tax expense of $ 2.0 million, respectively.
+Added: For the nine months ended September 30, 2025 and 2024, we recorded an income tax benefit of $ 0.8 million and an income tax expense of $ 3.0 million, respectively.
The change is primarily due to changes in pretax income amounts and jurisdictional mix on a year over year basis.
1 unchanged sentence
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.
−Removed: As of June 30, 2025, all of Century's U.S.
+Added: As of September 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 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.
−Removed: 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.
+Added: For the three months ended September 30, 2025 and 2024, the Company recognized a reduction of $ 24.7 million and $ 47.3 million in Cost of goods sold and a reduction of $ 0.7 million and $ 0.8 million in Selling, general and administrative expenses, respectively, within the Consolidated Statements of Operations.
+Added: For the nine months ended September 30, 2025 and 2024, the Company recognized a
CENTURY ALUMINUM COMPANY
1 unchanged sentence
(amounts in millions, except share and per share amounts)
+Added: reduction of $ 66.5 million and $ 69.9 million in Cost of goods sold and a reduction of $ 2.0 million and $ 2.0 million in Selling, general and administrative expenses, respectively, within the Consolidated Statements of Operations.
+Added: President Trump signed Public Law No:
+Added: 119-21, the One Big Beautiful Bill Act (the "Act") into law on July 4, 2025, which marks the date of enactment for the tax provisions included in the Act.
+Added: The Act removed the exemption for critical minerals related to the phase out of the advanced manufacturing production tax credit under Internal Revenue Code Section 45X of the Inflation Reduction Act of 2022 and final regulations issued in October of 2024.
+Added: Under the Act, beginning in 2031, the amount of the tax credit will be reduced by 25% each year and reduced to 0% in 2034.
+Added: Additionally, the Act made changes to, but not limited to, permanently extending bonus depreciation that permits full expensing of qualified property, and changes to limitations on the deductibility of interest expense.
+Added: The Act did not have a material impact on our financial results for the three and nine months ended September 30, 2025.
+Added: We will continue to evaluate the effects of the Act on our results as further guidance is issued.
Earnings Per Share
2 unchanged sentences
Dilutive common equivalent shares are calculated using the more dilutive of either the if-converted or two-class methods.
+Added: CENTURY ALUMINUM COMPANY
+Added: Condensed Notes to the Consolidated Financial Statements (continued)
+Added: (amounts in millions, except share and per share amounts)
The following table shows the basic and diluted earnings per share:
−Removed: For the three months ended June 30,
+Added: For the three months ended September 30,
Net Income (Loss) Shares
2 unchanged sentences
(in millions)
−Removed: Net (loss) income attributable to Century stockholders $ ( 4.6 ) $ ( 2.5 )
+Added: Net income attributable to Century stockholders $ 14.9 $ 47.3
net income allocated to participating securities 0.8 2.5
−Removed: Net (loss) income allocated to common stockholders $ ( 4.6 ) 93.3 $ ( 0.05 ) $ ( 2.5 ) 92.7 $ ( 0.03 )
+Added: Net income allocated to common stockholders $ 14.1 93.3 $ 0.15 $ 44.8 92.8 $ 0.48
Effect of Dilutive Securities (1) :
1 unchanged sentence
Convertible senior notes 0.7 4.6 0.7 4.6
−Removed: Net (loss) income allocated to common stockholders $ ( 4.6 ) 93.3 $ ( 0.05 ) $ ( 2.5 ) 92.7 $ ( 0.03 )
−Removed: For the six months ended June 30,
+Added: Net income allocated to common stockholders $ 14.8 99.2 $ 0.15 $ 45.5 98.4 $ 0.46
+Added: For the nine months ended September 30,
Net Income (Loss) Shares
2 unchanged sentences
(in millions)
−Removed: Net (loss) income attributable to Century stockholders $ 25.1 $ 244.3
+Added: Net income attributable to Century stockholders $ 40.0 $ 291.6
net income allocated to participating securities 2.0 15.5
−Removed: Net (loss) income allocated to common stockholders $ 23.8 93.3 $ 0.26 $ 231.3 92.7 $ 2.50
+Added: Net income allocated to common stockholders $ 38.0 93.3 $ 0.41 $ 276.1 92.7 $ 2.98
Effect of Dilutive Securities (1) :
1 unchanged sentence
Convertible senior notes — — 2.7 4.6
−Removed: Net (loss) income allocated to common stockholders $ 23.8 94.6 $ 0.25 $ 221.7 98.8 $ 2.24
−Removed: CENTURY ALUMINUM COMPANY
−Removed: Condensed Notes to the Consolidated Financial Statements (continued)
−Removed: (amounts in millions, except share and per share amounts)
−Removed: Three months ended
−Removed: June 30, Six months ended
+Added: Net income allocated to common stockholders $ 38.0 94.6 $ 0.40 $ 280.0 98.8 $ 2.83
Securities excluded from the calculation of diluted EPS (in millions) (1) :
+Added: Three months ended
+Added: September 30, Nine months ended
+Added: September 30,
2025 2024 2025 2024
3 unchanged sentences
(1) In periods when we report a net loss, all share-based compensation awards, convertible preferred shares and convertible senior notes are excluded from the calculation of diluted weighted average shares outstanding because of their anti-dilutive effect on earnings (loss) per share.
+Added: CENTURY ALUMINUM COMPANY
+Added: Condensed Notes to the Consolidated Financial Statements (continued)
+Added: (amounts in millions, except share and per share amounts)
Accumulated Other Comprehensive Loss ("AOCL")
Components of AOCL:
−Removed: June 30, 2025
+Added: September 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: June 30, 2025
+Added: September 30, 2025
December 31, 2024
1 unchanged sentence
Unrealized gain on financial instruments ( 0.3 ) ( 0.3 )
−Removed: CENTURY ALUMINUM COMPANY
−Removed: Condensed Notes to the Consolidated Financial Statements (continued)
−Removed: (amounts in millions, except share and per share amounts)
The following table summarizes the changes in the accumulated balances for each component of AOCL:
Defined benefit plan and other postretirement liabilities Unrealized gain on financial instruments Total, net of tax
−Removed: Balance, March 31, 2025 $ ( 102.9 ) $ 1.3 $ ( 101.6 )
−Removed: Other comprehensive loss before reclassifications — — —
−Removed: Net amount reclassified to net income (loss) 1.6 ( 0.1 ) 1.5
Balance, June 30, 2025 $ ( 101.3 ) $ 1.2 $ ( 100.1 )
−Removed: Balance, March 31, 2024 $ ( 101.0 ) $ 1.4 $ ( 99.6 )
Net amount reclassified to net income (loss) 1.5 — 1.5
+Added: Balance, September 30, 2025 $ ( 99.8 ) $ 1.2 $ ( 98.6 )
Balance, June 30, 2024 $ ( 99.5 ) $ 1.4 $ ( 98.1 )
+Added: Net amount reclassified to net income (loss) 1.7 — 1.7
+Added: Balance, September 30, 2024 $ ( 97.8 ) $ 1.4 $ ( 96.4 )
Balance, December 31, 2024 $ ( 104.6 ) $ 1.3 $ ( 103.3 )
−Removed: Other comprehensive loss before reclassifications — — —
Net amount reclassified to net income (loss) 4.8 ( 0.1 ) 4.7
−Removed: Balance, June 30, 2025 $ ( 101.3 ) $ 1.2 $ ( 100.1 )
+Added: Balance, September 30, 2025 $ ( 99.8 ) $ 1.2 $ ( 98.6 )
Balance, December 31, 2023 $ ( 99.4 ) $ 1.5 $ ( 97.9 )
1 unchanged sentence
Net amount reclassified to net income (loss) 5.0 ( 0.1 ) 4.9
−Removed: Balance, June 30, 2024 $ ( 99.5 ) $ 1.4 $ ( 98.1 )
+Added: Balance, September 30, 2024 $ ( 97.8 ) $ 1.4 $ ( 96.4 )
+Added: CENTURY ALUMINUM COMPANY
+Added: Condensed Notes to the Consolidated Financial Statements (continued)
+Added: (amounts in millions, except share and per share amounts)
Reclassifications out of AOCL were included in the Consolidated Statements of Operations as follows:
Three months ended
−Removed: June 30, Six months ended
+Added: September 30, Nine months ended
+Added: September 30,
AOCL Components Location 2025 2024 2025 2024
7 unchanged sentences
Net of tax $ — $ — $ ( 0.1 ) $ ( 0.1 )
−Removed: CENTURY ALUMINUM COMPANY
−Removed: Condensed Notes to the Consolidated Financial Statements (continued)
−Removed: (amounts in millions, except share and per share amounts)
Components of Net Periodic Benefit Cost
Pension Benefits
−Removed: Three months ended June 30, Six months ended
+Added: Three months ended
+Added: September 30, Nine months ended
+Added: September 30,
2025 2024 2025 2024
6 unchanged sentences
Other Postretirement Benefits
−Removed: Three months ended June 30, Six months ended
+Added: Three months ended
+Added: September 30, Nine months ended
+Added: September 30,
2025 2024 2025 2024
4 unchanged sentences
Net periodic benefit cost $ 1.6 $ 1.2 $ 3.9 $ 3.4
+Added: CENTURY ALUMINUM COMPANY
+Added: Condensed Notes to the Consolidated Financial Statements (continued)
+Added: (amounts in millions, except share and per share amounts)
Inventories consist of the following:
−Removed: June 30, 2025 December 31, 2024
+Added: September 30, 2025 December 31, 2024
Raw materials $ 170.4 $ 180.8
5 unchanged sentences
Fair Value Measurements
−Removed: We measure certain of our assets and liabilities at fair value.
−Removed: Fair value represents the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date.
−Removed: In general, reporting entities should apply valuation techniques to measure fair value that maximize the use of observable inputs and minimize the use of unobservable inputs.
−Removed: Observable inputs are developed using market data and reflect assumptions that market participants would use when pricing the asset or liability.
−Removed: Unobservable inputs are developed using the best information available about the assumptions that market participants would use when pricing the asset or liability.
−Removed: CENTURY ALUMINUM COMPANY
−Removed: Condensed Notes to the Consolidated Financial Statements (continued)
−Removed: (amounts in millions, except share and per share amounts)
+Added: We measure and classify certain of our assets and liabilities at fair value in accordance with the hierarchy as defined by the Fair Value Measurment Topic of the FASB ASC.
The fair value hierarchy provides transparency regarding the inputs we use to measure fair value.
We categorize each fair value measurement in its entirety into the following three levels, based on the lowest level input that is significant to the entire measurement:
−Removed: • Level 1 Inputs - quoted prices (unadjusted) in active markets for identical assets or liabilities that the reporting entity can access at the measurement date.
+Added: • Level 1 Inputs - quoted prices (unadjusted) in active markets for identical assets or liabilities that we can access at the measurement date.
• Level 2 Inputs - inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly.
• Level 3 Inputs - unobservable inputs for the asset or liability.
−Removed: Recurring Fair Value Measurements As of June 30, 2025
+Added: Recurring Fair Value Measurements As of September 30, 2025
Cash equivalents $ 124.8 $ — $ — $ 124.8
4 unchanged sentences
TOTAL $ — $ 41.5 $ — $ 41.5
+Added: CENTURY ALUMINUM COMPANY
+Added: Condensed Notes to the Consolidated Financial Statements (continued)
+Added: (amounts in millions, except share and per share amounts)
Recurring Fair Value Measurements As of December 31, 2024
6 unchanged sentences
(1) Trust assets are currently invested in money market funds.
−Removed: These trust assets are held to fund the non-qualified supplemental executive pension benefit obligations for certain of our officers.
−Removed: CENTURY ALUMINUM COMPANY
−Removed: Condensed Notes to the Consolidated Financial Statements (continued)
−Removed: (amounts in millions, except share and per share amounts)
+Added: These trust assets are held to fund the non-qualified supplemental execut ive pension benefit obligations for certain of our officers.
The following section describes the valuation techniques or inputs for fair value measurements categorized within Level 2 of the fair value hierarchy:
9 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 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.
−Removed: 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.
−Removed: These contracts are expected to settle monthly through September 2026.
+Added: During the three and nine months ended September 30, 2025 and 2024, there wer e no L evel 3 assets and liabilities measured at fair value on a recurring basis.
+Added: As of September 30, 2025, we had an open position of 49,800 tonnes related to LME forward financial sales contracts to fix the forward LME aluminum price.
+Added: These contracts are expected to settle monthly through December 2026.
We also had an open position of 83,400 tonnes related to MWP forward financial sales contracts to fix the forward MWP price.
−Removed: These contracts are expected to settle monthly through September 2026.
+Added: These contracts are expected to settle monthly through December 2027.
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 June 30, 2025, we had 885 tonnes open fixed for floating swaps.
+Added: As of September 30, 2025, we had 272 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 June 30, 2025, we had an open position of 270,000 barrels.
−Removed: The HFO price swaps are expected to settle monthly through May 2026.
−Removed: 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 June 30, 2025, we had an open position of 690,648 MWh.
−Removed: The Indiana Hub power price swaps are expected to settle monthly through September 2026.
−Removed: Our agreements with derivative counterparties contain certain provisions requiring collateral to be posted in the event the market value of our position exceeds the margin threshold limit of our master agreement with the counterparty.
−Removed: As of June 30, 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: The volume of heavy fuel oil ("HFO") consumed at Jamalco is measured per barrel and as of September 30, 2025, we had an open position of 280,000 barrels.
+Added: The HFO price swaps are expected to settle monthly through September 2026.
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 June 30, 2025 and December 31, 2024, respectively:
+Added: 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").
+Added: As of September 30, 2025, we had an open position of 913,680 MWh.
+Added: The Indiana Hub power price swaps are expected to settle monthly through December 2026.
+Added: 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.
+Added: As of September 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.
+Added: The following tables set forth the Company's derivative assets and liabilities that were accounted for at fair value and not designated as cash flow hedges as of September 30, 2025 and December 31, 2024, respectively:
Asset Fair Value
−Removed: June 30, 2025 December 31, 2024
+Added: September 30, 2025 December 31, 2024
Commodity contracts (1)
Liability Fair Value
−Removed: June 30, 2025 December 31, 2024
+Added: September 30, 2025 December 31, 2024
Commodity contracts (1)
−Removed: (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 June 30, 2025, and December 31, 2024, there were no commodity contracts with Glencore.
−Removed: The following table summarizes the net (loss) gain on forward and derivative contracts:
+Added: (1) Commodity contracts reflect our outstanding LME and MWP forward financial sales contracts, Indiana Hub power price swaps, fixed for floating swaps, and HFO price swaps.
+Added: At September 30, 2025, and December 31, 2024, there were no commodity contracts with Glencore.
+Added: The following table summarizes the net loss on forward and derivative contracts:
Three months ended
−Removed: June 30, Six months ended
+Added: September 30, Nine months ended
+Added: September 30,
2025 2024 2025 2024
3 unchanged sentences
Total $ ( 30.2 ) $ ( 4.0 ) $ ( 51.2 ) $ ( 0.6 )
−Removed: (1) For the three and six months ended June 30, 2025, there were no forward and derivative contracts with Glencore.
−Removed: 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.
+Added: (1) For the three and nine months ended September 30, 2025, there were no forward and derivative contracts with Glencore.
+Added: For the three and nine months ended September 30, 2024, $ 1.2 million of the net loss and a $ 3.7 million gain within the net loss, respectively, was with Glencore.
CENTURY ALUMINUM COMPANY
1 unchanged sentence
(amounts in millions, except share and per share amounts)
−Removed: June 30, 2025 December 31, 2024
+Added: September 30, 2025 December 31, 2024
Debt classified as current liabilities:
2 unchanged sentences
Iceland Revolving Credit Facility (3)
−Removed: Grundartangi Casthouse Facility (4)
+Added: Grundartangi Casthouse Facility, net of financing fees of $ 1.5 million at September 30, 2025 (4)
Debt classified as non-current liabilities:
−Removed: Grundartangi Casthouse Facility, net of financing fees of $ 1.0 million at June 30, 2025 (4)
+Added: Grundartangi Casthouse Facility (4)
Vlissingen Credit Facility (5)
−Removed: 7.5 % senior secured notes due April 1, 2028, net of financing fees of $ 1.6 million at June 30, 2025, interest payable semiannually
−Removed: 2.75 % convertible senior notes due May 1, 2028, net of financing fees of $ 1.0 million at June 30, 2025, interest payable semiannually
+Added: 7.5 % senior secured notes due April 1, 2028
+Added: 2.75 % convertible senior notes due May 1, 2028, net of financing fees of $ 0.9 million at September 30, 2025, interest payable semiannually
+Added: 6.875 % senior secured notes due August 1, 2032, net of financing fees of $ 6.1 million at September 30, 2025, interest payable semiannually
Total $ 618.5 $ 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 June 30, 2025 was 2.05 % .
+Added: The interest rate at September 30, 2025 was 3.02 %.
(2) We incur interest at a base rate plus applicable margin as defined within the agreement.
−Removed: The interest rate at June 30, 2025 wa s 8.00 %.
+Added: The interest rate at September 30, 2025 wa s 7.75 %.
(3) We incur interest at a base rate plus applicable margin as defined within the agreement.
−Removed: The interest rate at June 30, 2025 wa s 7.82 %.
+Added: The interest rate at September 30, 2025 wa s 7.66 %.
(4) We incur interest at a base rate plus applicable margin as defined within the agreement.
−Removed: The interest rate at June 30, 2025 was 8.04 %.
+Added: The interest rate at September 30, 2025 was 7.89 %.
(5) We incur interest at a base rate plus applicable margin as defined within the agreement.
−Removed: The interest rate at June 30, 2025 wa s 7.98 %.
+Added: The interest rate at September 30, 2025 wa s 7.83 %.
6.875 % Senior Secured Notes due 2032
−Removed: In April 2021, we issued $ 250.0 million in aggregate principal amount of 7.5 % senior secured notes due April 1, 2028 (the "2028 Notes").
+Added: In July 2025, we issued $ 400.0 million in aggregate principal amount of 6.875 % of senior secured notes due August 1, 2032 (the "2032 Notes").
We received proceeds of $ 393.7 million after payment of certain financing fees and related expenses.
−Removed: The 2028 Notes bear interest semi-annually in arrears on April 1 and October 1 of each year, which began on October 1, 2021, at a rate of 7.5 % per annum in cash.
−Removed: The 2028 Notes are senior secured obligations of Century, ranking equally in right of payment with all existing and future senior indebtedness of Century, but effectively senior to unsecured debt to the extent of the value of collateral.
−Removed: As of June 30, 2025, the total estimated fair value of the 2028 Notes was $ 254.1 million .
+Added: The 2032 Notes bear interest semi-annually in arrears on February 1 and August 1 of each year, beginning on February 1, 2026, at a rate of 6.875 % in cash.
+Added: The 2032 Notes are senior secured obligations of Century, ranking equally in right of payment with all of the Company’s existing and future senior indebtedness, effectively senior to all of the Company’s unsecured indebtedness to the extent of the value of the collateral and senior to all of the Company’s existing and future subordinated indebtedness.
+Added: As of September 30, 2025, the total estimated fair value of the 2032 Notes was $ 415.6 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.
+Added: 7.5 % Senior Secured Notes due 2028
+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: Based on the characteristics of the 2028 Notes and the 2032 Notes that were issued, the redemption of the 2028 Notes were accounted for as an extinguishment.
+Added: Accordingly, we have recorded a $ 6.2 million loss on early extinguishment of debt, consisting of early redemption premiums of $ 4.7 million and a write-off of deferred financing costs associated with the 2028 Notes of $ 1.5 million.
2.75 % Convertible Notes due 2028
3 unchanged sentences
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.
−Removed: The initial conversion rate for the Convertible Notes is 53.3547 shares of the Company's common stock per $1,000 principal amount of Convertible Notes, which is equivalent to an initial conversion price of approximately $ 18.74 per share of
−Removed: the Company's common stock.
+Added: The initial conversion rate for the Convertible Notes is 53.3547 shares of the Company's common stock per $1,000 principal amount of Convertible Notes, which is equivalent to an initial conversion price of approximately $ 18.74 per share of the Company's common stock.
The conversion rate and conversion price are subject to customary adjustments under certain circumstances in accordance with the terms of the indenture.
−Removed: As of June 30, 2025, the conversion rate remains unchanged.
+Added: As of September 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 June 30, 2025, the if-converted value of the Convertible Notes did not exceed the outstanding principal amount.
−Removed: As of June 30, 2025, the total estimated fair value of the Convertible Notes was $ 103.3 million.
+Added: As of September 30, 2025, the if-converted value of the Convertible Notes exceeded the outstanding principal amount by $ 48.9 million.
+Added: As of September 30, 2025, the total estimated fair value of the Convertible Notes was $ 140.7 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.
4 unchanged sentences
revolving credit facility, increasing our borrowing capacity to $ 250.0 million in the aggregate, including up to $ 150.0 million under a letter of credit sub-facility.
−Removed: revolving credit facility matures on June 14, 2027.
+Added: On July 22, 2025, we further amended the U.S.
+Added: revolving credit facility to, among other items, extend the maturity date of the facility to July 22, 2030 and revise the calculation of Term SOFR Adjustment to 0.10 % per annum for all interest periods.
Any letters of credit issued and outstanding under the U.S.
revolving credit facility reduce our borrowing availability on a dollar-for-dollar basis.
−Removed: 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.
+Added: At September 30, 2025, there were no outstanding borrowings and $ 49.5 million of outstanding letters of credit issued under our U.S.
revolving credit facility.
3 unchanged sentences
revolving credit facility:
−Removed: June 30, 2025
+Added: September 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 June 30, 2025, there were no outstanding borrowings under our Iceland revolving credit facility.
−Removed: The Iceland revolving credit facility has a term through December 2026.
+Added: At September 30, 2025, there were $ 16.5 million outstanding borrowings under our Iceland revolving credit facility.
+Added: The Iceland revolving credit facility matures in December 2026.
Status of our Iceland revolving credit facility:
−Removed: June 30, 2025
+Added: September 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 June 30, 2025, there were $ 117.7 million i n outstanding borrowings under the Casthouse Facility.
+Added: As of September 30, 2025, there were $ 115.0 million in outstanding borrowings under the Casthouse Facility, which was classified as a current liability as we repaid all outstanding borrowings under the Casthouse Facility on October 27, 2025.
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 June 30, 2025, there were $ 10.0 million in outstanding borrowings under the Vlissingen Credit Facility.
+Added: On August 1, 2025, we repaid all outstanding borrowings under the Vlissingen Credit Facility.
Hancock County Industrial Revenue Bond s
6 unchanged sentences
In June 2022, we entered into a surety bond facility with an insurance company to provide such bonds when applicable.
−Removed: As of June 30, 2025, we had issued surety bonds totaling $ 6.6 million.
−Removed: 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.
+Added: As of September 30, 2025, we had issued surety bonds totaling $ 6.6 million .
Covenant Compliance
−Removed: As of June 30, 2025, we and our subsidiaries were in compliance with financial covenants or maintained availability above applicable covenant triggers.
+Added: As of September 30, 2025, we and our subsidiaries were in compliance with financial covenants or maintained availability above applicable covenant triggers.
Commitments and Contingencies
4 unchanged sentences
For some matters, no accrual is established because we have assessed our risk of loss to be remote.
−Removed: Where the risk of loss is probable and the amount of the loss can be
−Removed: CENTURY ALUMINUM COMPANY
−Removed: Condensed Notes to the Consolidated Financial Statements (continued)
−Removed: (amounts in millions, except share and per share amounts)
−Removed: reasonably estimated, we record an accrual, either on an individual basis or with respect to a group of matters involving similar claims, based on the factors set forth above.
+Added: Where the risk of loss is probable and the amount of the loss can be reasonably estimated, we record an accrual, either on an individual basis or with respect to a group of matters involving similar claims, based on the factors set forth above.
While we regularly review the status of, and our estimates of potential liability associated with, contingencies to determine the adequacy of any associated accruals and related disclosures, the ultimate amount of loss may differ from our estimates.
6 unchanged sentences
CAWV has agreed to pay the remaining amounts under the settlement agreement in annual increments of $ 2.0 million for nine years .
−Removed: As of June 30, 2025, $ 2.0 million was recorded in Accrued and other current liabilities and $ 1.8 million was recorded in Other liabilities.
+Added: As of September 30, 2025, $ 1.9 million was recorded in Accrued and other current liabilities .
PBGC Settlement
4 unchanged sentences
In October 2021, we amended the PBGC Settlement Agreement (the "Amended PBGC Settlement Agreement") such that we removed the deferral mechanism and agreed to contribute approximately $ 2.4 million per year to our defined benefit pension plans for a total of approximately $ 9.6 million, over the next four years beginning on November 30, 2022 and ending on November 30, 2025, subject to acceleration if certain terms and conditions are met in such amendment.
−Removed: As of June 30, 2025, we have made contributions of $ 7.2 million related to the Amended PBGC Settlement Agreement.
+Added: As of September 30, 2025, we have made all contributions under the Amended PBGC Settlement Agreement.
+Added: CENTURY ALUMINUM COMPANY
+Added: Condensed Notes to the Consolidated Financial Statements (continued)
+Added: (amounts in millions, except share and per share amounts)
Power Commitments and Contingencies
5 unchanged sentences
Similarly, Kenergy's power supply contracts with Hawesville and Sebree both have a term through December 31, 2026, with automatic one-year extensions unless either party provides one-year notice of termination prior to the December 31 anniversary date.
−Removed: CENTURY ALUMINUM COMPANY
−Removed: Condensed Notes to the Consolidated Financial Statements (continued)
−Removed: (amounts in millions, except share and per share amounts)
Century Aluminum of South Carolina ("CASC") has a power supply agreement with Santee Cooper that has an effective term through December 2031.
1 unchanged sentence
Holly’s electrical power requirements are supplied from Santee Cooper’s generation at cost of service based rates.
+Added: The contract provides sufficient energy to allow Mt.
+Added: Holly to operate at full production capacity.
Grundartangi has power purchase agreements for approximately 545 MW of aggregate power with HS Orka hf ("HS"), Landsvirkjun and Orkuveita Reykjavikur ("OR").
7 unchanged sentences
Approximately 87 % of Grundartangi’s work force is represented by five labor unions, governed by a labor agreement that establishes wages and work rules for covered employees.
−Removed: This agreement was ratified on April 22, 2025, and is effective through December 31, 2030.
+Added: This agreement is effective through December 31, 2030.
100 % of Vlissingen's work force is represented by the Federation for the Metal and Electrical Industry ("FME"), a Netherlands' employers' organization for companies in the metal, electronics, electrical engineering and plastic sectors.
12 unchanged sentences
Until new contracts are reached, employees will continue to operate under the current agreements.
+Added: CENTURY ALUMINUM COMPANY
+Added: Condensed Notes to the Consolidated Financial Statements (continued)
+Added: (amounts in millions, except share and per share amounts)
Contingent obligation
1 unchanged sentence
This contingent obligation consists of the aggregate payments made to Big Rivers by the third party on CAKY’s behalf in excess of the agreed upon base amount under the long-term cost-based power contract with Kenergy.
−Removed: As of June 30, 2025, the principal and accrued interest for the contingent obligation was $ 33.0 million , which was fully offset by a derivative asset.
+Added: As of September 30, 2025, the principal and accrued interest for the contingent obligation was $ 33.4 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 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.
+Added: As of September 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.
−Removed: CENTURY ALUMINUM COMPANY
−Removed: Condensed Notes to the Consolidated Financial Statements (continued)
−Removed: (amounts in millions, except share and per share amounts)
Shareholders' Equity
−Removed: 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.
+Added: As of September 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 100,528,490 shares were issued and 93,341,969 shares were outstanding at September 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 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.
+Added: As of September 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.
2 unchanged sentences
Series A Convertible Preferred Stock
−Removed: Shares Authorized and Outstanding .
In 2008, we issued 160,000 shares of our Series A Convertible Preferred Stock.
−Removed: At June 30, 2025 and December 31, 2024, 49,514 and 49,715 shares of Series A Convertible Preferred Stock were outstanding, respectively.
+Added: At September 30, 2025 and December 31, 2024, 49,486 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.
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The stock repurchase program may be suspended or discontinued at any time.
+Added: CENTURY ALUMINUM COMPANY
+Added: Condensed Notes to the Consolidated Financial Statements (continued)
+Added: (amounts in millions, except share and per share amounts)
Shares of common stock repurchased are recorded at cost as treasury stock and result in a reduction of shareholders’ equity in the Consolidated Balance Sheets.
2 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 June 30, 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 June 30, 2025.
+Added: Through September 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 September 30, 2025.
Business Segments
−Removed: The Company is a producer of alumina and primary aluminum.
−Removed: The Company has organized itself, including management personnel and systems, financial processes, operational execution, governance and risk oversight, regulatory compliance, and
−Removed: CENTURY ALUMINUM COMPANY
−Removed: Condensed Notes to the Consolidated Financial Statements (continued)
−Removed: (amounts in millions, except share and per share amounts)
−Removed: every other aspect of the Company’s operations, to assess and manage the business on a holistic basis, from mine to metal, which tracks the upstream manufacturing process for aluminum.
+Added: The Company is a producer of primary aluminum and alumina.
+Added: The Company has organized itself, including management personnel and systems, financial processes, operational execution, governance and risk oversight, regulatory compliance, and every other aspect of the Company’s operations, to assess and manage the business on a holistic basis, from mine to metal, which tracks the upstream manufacturing process for aluminum.
To better reflect this operational and organizational approach, and to further enhance the reporting of its financial and operating results, beginning with the quarter ended March 31, 2025, the Company’s Chief Executive Officer and Chief Operating Decision Maker ("CODM") regularly receives and reviews financial information at the consolidated level to evaluate business performance and make operating decisions.
The CODM uses the U.S.
−Removed: GAAP measure of consolidated Net Income to evaluate the Company’s financial performance and allocate resources.
+Added: GAAP measure of consolidated Net Income to develop forecasting, t evaluate the Company’s overall profitability and financial performance and to make key operating decisions, such as the allocation of resources.
Given the change described above, the Company has determined that neither its three smelters nor Jamalco’s mining and refining operations meet the definition of operating segments.
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In accordance with ASC 280-10-50-34, the corresponding information for earlier periods is recast in the tables below to conform with the updated presentation.
−Removed: The CODM uses the U.S.
−Removed: 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.
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 and six months ended June 30, 2025 and 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 following table presents information about the Company's single segment for the three and nine months ended September 30, 2025 and 2024.
Three months ended
−Removed: June 30, Six months ended
+Added: September 30, Nine months ended
+Added: September 30,
2025 2024 2025 2024
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Interest income 2.8 0.4 6.5 1.7
−Removed: Net (loss) gain on forward and derivative contracts - nonaffiliates ( 15.6 ) ( 2.1 ) ( 21.0 ) 0.9
+Added: Net loss on forward and derivative contracts - nonaffiliates ( 30.2 ) ( 2.8 ) ( 51.2 ) ( 4.3 )
Net (loss) gain on forward and derivative contracts - affiliates — ( 1.2 ) — 3.7
+Added: Loss on early extinguishment of debt ( 6.2 ) — ( 6.2 ) —
Bargain purchase gain — — — 245.9
−Removed: Other (loss) income - net ( 5.7 ) 1.1 ( 9.1 ) ( 0.4 )
+Added: Other loss - net ( 2.2 ) ( 4.0 ) ( 11.3 ) ( 4.4 )
Income tax benefit (expense) 1.1 ( 2.0 ) 0.8 ( 3.0 )
−Removed: Net (loss) income $ ( 9.1 ) $ ( 6.7 ) $ 16.6 $ 238.0
+Added: Net income $ 10.6 $ 42.3 $ 27.2 $ 280.3
(1) Indicates a component of Cost of goods sold.
3 unchanged sentences
(5) Represents the depreciation expenses and expenses related to leased assets that are directly related to the cost of goods sold.
−Removed: CENTURY ALUMINUM COMPANY
−Removed: Condensed Notes to the Consolidated Financial Statements (continued)
−Removed: (amounts in millions, except share and per share amounts)
Variable Interest Entity
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The Company receives cash proceeds from the Government of Jamaica for its 45 % interest of the Jamalco operating costs and capital requirements.
−Removed: 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;
−Removed: therefore, the Company is the primary beneficiary of the VIE.
CENTURY ALUMINUM COMPANY
1 unchanged sentence
(amounts in millions, except share and per share amounts)
−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 June 30, 2025 and December 31, 2024.
−Removed: June 30, 2025 December 31, 2024
+Added: 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;
+Added: therefore, the Company is the primary beneficiary of the VIE.
+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 September 30, 2025 and December 31, 2024.
+Added: September 30, 2025 December 31, 2024
Cash and cash equivalents $ 17.8 $ 17.4
17 unchanged sentences
Total noncurrent liabilities 73.5 119.4
+Added: $ 138.8 $ 223.8
Subsequent Events
−Removed: Refinancing Transactions
−Removed: 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").
−Removed: We received net proceeds of $ 395 million after payment of certain financing fees and related expenses.
−Removed: The net proceeds have been, or will be, applied as described below.
−Removed: 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.
−Removed: 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.
−Removed: 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.
−Removed: 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.
−Removed: 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.
−Removed: 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.
−Removed: On August 1, 2025, we repaid the $ 10 million in outstanding borrowings under the Vlissingen Credit Facility.
−Removed: Fifth Amendment to Second Amended and Restated Loan and Security Agreement
−Removed: On July 22, 2025, we amended the U.S.
−Removed: 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.
+Added: Repayment of Grundartangi Casthouse Facility
+Added: On October 27, 2025, we repaid all $ 116.4 million in outstanding borrowings and $ 1.9 million in interest under the Grundartangi Casthouse Facility.
FORWARD-LOOKING STATEMENTS
13 unchanged sentences
Holly including the timing, costs and benefits associated with restarting curtailed production;
+Added: • Any future impact of the equipment failure at Grundartangi and related events on our financial and operating performance, including our expectations as to timing for bringing the facility to 100% capacity with respect to insurance coverage relating thereto;
• Our plans with regards to the future of our Hawesville smelter;
1 unchanged sentence
• 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;
−Removed: • The impact of any new or changed law, regulation, including, without limitation, sanctions or other similar remedies or restrictions or any changes in interpretation of existing laws or regulations;
+Added: • The impact of any new or changed law or regulation, including, without limitation, sanctions or other similar remedies or restrictions or any changes in interpretation of existing laws or regulations;
• Our anticipated tax liabilities, benefits or refunds including the realization of U.S.
9 unchanged sentences
• Our assessment of any information technology-related risks, including the risk from cyberattacks or other data security breaches;
−Removed: • Our plans and expectations regarding potential M&A and joint venture activity including our ability to consummate such transactions and our assessments of certain risks associated with the same, including, for example, unforeseen costs and expenses associated with unidentified liabilities, and difficulties integrating an acquired asset into our existing operations;
+Added: • Our plans and expectations regarding potential M&A and joint venture activity including our ability to consummate such transactions and our assessments of certain risks associated with the same, including, for example, unforeseen
+Added: costs and expenses associated with unidentified liabilities, and difficulties integrating an acquired asset into our existing operations;
• Our future business objectives, plans, strategies and initiatives, including our competitive position and prospects.
8 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.