What changed in this filing

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Item 2. Management’s Discussion and Analysis

2025-11-06 compared with 2025-08-07 · 85 added, 64 removed, 180 unchanged (45% of the section changed)

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This MD&A contains "forward-looking statements" - see "Forward-Looking Statements" above.

We are a global producer of alumina and primary aluminum with production facilities in the United States, Iceland and Jamaica.

We are a global producer of primary aluminum and alumina with production facilities in the United States, Iceland and Jamaica.

Our primary aluminum smelters are concentrated in the U.S.

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Recent Developments

Grundartangi Equipment Failure

In October 2025, our Grundartangi smelter was forced to temporarily idle production on one of its two potlines due to an electrical equipment failure.

As a result, production at the smelter has been temporarily reduced by approximately two-thirds.

Grundartangi’s other potline remains unaffected and in full production.

We expect that losses arising from this event, less applicable deductibles, will be covered under our insurance policies.

We currently estimate that it will take 11 to 12 months to begin resumption of production of the idled potline.

Section 232 Aluminum Tariffs

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Then, in May 2025, President Trump again increased tariffs on primary aluminum from 25% to 50%, effective June 4, 2025.

Since the implementation of these changes to the Section 232 tariff program, the Midwest Premium has increased, which we expect will have a material positive impact on our financial position and results of operations.

Since the implementation of these changes to the Section 232 tariff program, the Midwest Premium has increased, which has had a material positive impact on our financial position and results of operations.

Department of Energy Award

On January 10, 2025, the Company entered into a Cooperative Agreement with the U.S.

Department of Energy's ("DOE") Office of Clean Energy Demonstrations for up to $500 million in Bipartisan Infrastructure Law and Inflation Reduction Act funding to build a new aluminum smelter as part of the Industrial Demonstrations Program ("IDP").

With the help of this funding, we plan to build the first new U.S.

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

Since that time, the issuance of certain Executive Orders, including the Unleashing American Energy Executive Order on January 20, 2025, has required an immediate pause in the disbursement of funds appropriated through the Inflation Reduction Act pending an ongoing review period.

an ongoing review period.

The Company is currently evaluating this Executive Order and other related memoranda to determine what, if any, impact they might have on our previously announced DOE funding.

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On October 24, 2024, the U.S.

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

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

domestic production costs.

Treasury Department and the Internal Revenue Service issued final regulations implementing Section 45X of the Inflation Reduction Act (the "IRA"), which provide guidance on rules taxpayers must satisfy to qualify for the advanced manufacturing production tax credit provided by the IRA.

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

Based on the final regulations, we have recognized a receivable and corresponding offset to cost of goods sold and selling, general and administrative expenses.

Any changes to the final regulations could result in a subsequent adjustment to the estimated credit as of June 30, 2025.

Any changes to the final regulations could result in a subsequent adjustment to the estimated credit as of September 30, 2025.

President Trump signed Public Law No:

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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.

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.

The Act did not have a material impact on our financial results for the three and nine months ended September 30, 2025.

We will continue to evaluate the effects of the Act on our results as further guidance is issued.

Acquisition of 55% interest in Jamalco

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Jamalco has alumina production capacity of approximately 1.4 million tonnes.

We recognized a bargain purchase gain of $245.9 million in connection to the acquisition within the Consolidated Statements of Operations for the six months ended June 30, 2024.

We recognized a bargain purchase gain of $245.9 million in connection to the acquisition within the Consolidated Statements of Operations for the nine months ended September 30, 2024.

Jamalco Equipment Failure

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Derivatives and risks associated with such financial contracts are disclosed specifically in our Annual Report on Form 10-K for the fiscal year ended December 31, 2024.

We saw an increase in the pricing of aluminum through the second quarter of 2025 attributable to MWP.

We saw an increase in the pricing of aluminum through the third quarter of 2025 attributable to increases in the LME, MWP and EDPP.

The average MWP continued to increase due to the additional increase in Section 232 tariff rate for imported primary aluminum from 25% to 50% effective June 4, 2025.

The MWP price has recently been at historically high levels and may change rapidly based on factors beyond our control, including changes in tariff policies, changes in supply in the U.S market, and other factors.

The following table summarizes the average price for primary aluminum per tonne for the three months ended June 30, 2025 and March 31, 2025 and for the six months ended June 30, 2025 and 2024.

Three months ended Six months ended

($ per tonne) June 30, 2025 March 31, 2025 June 30, 2025 June 30, 2024

The MWP prices have recently been at historically high levels and may change rapidly based on factors beyond our control, including changes in tariff policies, changes in supply in the U.S market, and other factors .

The following table summarizes the average price for primary aluminum per tonne for the three months ended September 30, 2025 and June 30, 2025 and for the nine months ended September 30, 2025 and 2024.

Three months ended Nine months ended

($ per tonne) September 30, 2025 June 30, 2025 September 30, 2025 September 30, 2024

Average LME $ 2,617 $ 2,447 $ 2,564 $ 2,383

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Results of Operations

The following discussion for the three and six months ended June 30, 2025 reflects no change in production capacities.

The following discussion for the three and nine months ended September 30, 2025 reflects no change in production capacities.

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

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Risk Factors — Increases in energy costs may adversely affect our business, financial position, results of operations and liquidity" in our Annual Report on Form 10-K for the year ended December 31, 2024.

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

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

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

Our expected capacity demand costs for power were approximately $3.1 million for the twelve months ending May 31, 2025, in addition to the market price of power used.

Our capacity demand costs for power were approximately $3.1 million for the twelve months ending May 31, 2025, in addition to the market price of power used.

We anticipate the capacity demand power costs resulting from the spring 2025 auction for the twelve months ending May 31, 2026 to be approximately $6.2 million.

In 2025, energy prices in the US and Europe have been slightly elevated, primarily driven by cold temperatures and the resulting increase in heating demand.

In 2025, energy prices in the US and Europe have been slightly elevated due to increases in energy demand in both markets.

European energy markets impact our Vlissingen facility in the Netherlands, which utilizes natural gas to produce anodes used in our Grundartangi operations.

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

Quarter ended Six months ended

Quarter ended Nine months ended

Sequential Year-to-date

June 30, 2025 March 31, 2025 June 30, 2025 June 30, 2024

September 30, 2025 June 30, 2025 September 30, 2025 September 30, 2024

Related parties $ 319.6 $ 367.6 $ 1,065.9 $ 971.3

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Selling, general and administrative expenses 17.9 14.0 44.4 42.0

Net (loss) gain on forward and derivative contracts - nonaffiliates (15.6) (5.4) (21.0) 0.9

Net (loss) gain on forward and derivative contracts - affiliates — — — 2.5

Net loss on forward and derivative contracts - nonaffiliates (30.2) (15.6) (51.2) (4.3)

Net gain on forward and derivative contracts - affiliates — — — 3.7

Loss on early extinguishment of debt (6.2) — (6.2) —

Bargain purchase gain — — — 245.9

Income tax benefit (expense) 1.1 1.3 0.8 (3.0)

Net (loss) income (9.1) 25.7 16.6 238.0

Net income 10.6 (9.1) 27.2 280.3

Net loss attributable to noncontrolling interests (4.3) (4.5) (12.8) (11.3)

Net (loss) income attributable to Century stockholders (4.6) 29.7 25.1 244.3

Net income attributable to Century stockholders 14.9 (4.6) 40.0 291.6

SHIPMENTS - PRIMARY ALUMINUM (1)

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97,173 $ 282.6 71,582 $ 202.8 168,755 $ 485.4

93,805 $ 266.5 74,103 $ 185.8 167,908 $ 452.3

97,602 258.1 77,025 189.5 174,627 $ 447.6

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

Net sales decreased by $5.8 million for the three months ended June 30, 2025, compared to the three months ended March 31, 2025, primarily driven by a decrease in third-party alumina sales of $38.6 million, partially offset by favorable volume and sales mix of $21.1 million and realized LME and regional price premiums of $11.1 million.

Net sales increased by $211.7 million for the six months ended June 30, 2025, compared to the six months ended June 30, 2024, primarily driven by favorable realized LME and regional price premiums of $174.5 million, favorable volume and sales mix of $26.4 million and an increase in third-party alumina sales of $11.6 million.

Gross profit decreased by $24.4 million for the three months ended June 30, 2025, compared to the three months ended March 31, 2025, primarily attributable to unfavorable raw material price realization of $23.9 million and unfavorable other costs of $12.1 million including increased maintenance costs and potlining expenses, partially offset by favorable realized LME and regional price premiums of $11.1 million and favorable power price realization of $5.8 million.

Gross profit increased by $59.9 million for the six months ended June 30, 2025, compared to the six months ended June 30, 2024, primarily due to favorable metal price realization of $174.5 million and $17.3 million attributable to the IRA Section 45X credit, partially offset by higher power price realization of $44.2 million, unfavorable raw material price realization of $43.4 million and higher other costs of $41.5 million including labor costs associated with higher headcounts, increased maintenance costs, and ramp up expenses for the completed Grundartangi casthouse.

Net sales increased by $4.1 million for the three months ended September 30, 2025, compared to the three months ended June 30, 2025, primarily driven by an increase in realized regional price premiums of $52.0 million attributable to increases in the Midwest Premium, partially offset by unfavorable volume and sales mix of $42.6 million and a reduction in third-party alumina sales of $0.8 million.

Net sales increased by $304.8 million for the nine months ended September 30, 2025, compared to the nine months ended September 30, 2024, primarily driven by favorable realized LME and regional price premiums of $267.7 million, an increase in third-party alumina sales of $20.8 million and favorable volume and sales mix of $17.3 million.

Gross profit increased by $41.1 million for the three months ended September 30, 2025, compared to the three months ended June 30, 2025, primarily attributable to favorable realized regional price premiums of $52.0 million driven by increases in the Midwest Premium and favorable raw material price realization of $16.0 million, partially offset by unfavorable volume and sales mix of $9.0 million, unfavorable power price realization of $8.7 million and unfavorable other costs of $3.7 million including increased maintenance and supply costs and labor costs associated with the Mt.

Holly restart project.

Gross profit increased by $55.4 million for the nine months ended September 30, 2025, compared to the nine months ended September 30, 2024, primarily due to favorable metal price realization of $267.7 million, partially offset by unfavorable raw material price realization of $71.8 million, higher power price realization of $67.4 million, higher other costs of $63.4 million including labor costs associated with higher headcounts, increased maintenance costs for non-recurring engineering projects, labor expenses associated with the Mt.

Holly restart project and ramp up expenses related to the completed Grundartangi casthouse.

Selling, general and administrative expenses

Selling, general and administrative expenses increased by $1.5 million for the three months ended June 30, 2025, compared to the three months ended March 31, 2025, primarily driven by increased share-based compensation costs and professional services.

Selling, general and administrative expenses remained relatively consistent for the six months ended June 30, 2025, compared to the six months ended June 30, 2024.

Net (loss) gain on forward and derivative contracts - nonaffiliates

Net (loss) gain on forward and derivative contracts - nonaffiliates decreased by $10.2 million for the three months ended June 30, 2025, compared to the three months ended March 31, 2025.

The difference was primarily driven by fluctuations in the forward prices.

Net (loss) gain on forward and derivative contracts - nonaffiliates decreased by $21.9 million to a loss of $21.0 million f or the six months ended June 30, 2025 as compared to a gain of $0.9 million for the six months ended June 30, 2024.

The difference was primarily driven by fluctuations in the forward prices.

Net (loss) gain on forward and derivative contracts - affiliates

Net (loss) gain on forward and derivative contracts - affiliates was zero for the three months ended June 30, 2025 and March 31, 2025,.as there were no related party contracts executed during either period.

We realized a net gain of $2.5 million for the six months ended June 30, 2024, primarily driven by unrealized gains on LME hedges.

Selling, general and administrative expenses increased by $3.9 million for the three months ended September 30, 2025, compared to the three months ended June 30, 2025, primarily driven by increased share-based compensation costs attributable higher share price, partially offset by reduced professional services.

Selling, general and administrative expenses increased by $2.4 million for the nine months ended September 30, 2025, compared to the nine months ended September 30, 2024, primarily driven by increased share-based compensation costs attributable to higher share price, partially offset by reduced professional services.

Net loss on forward and derivative contracts - nonaffiliates

Net loss on forward and derivative contracts - nonaffiliates increased by $14.6 million for the three months ended September 30, 2025, compared to the three months ended June 30, 2025.

The difference was primarily driven by fluctuations in the forward prices related to LME hedges.

Net loss on forward and derivative contracts - nonaffiliates increased by $46.9 million f or the nine months ended September 30, 2025 as compared to the nine months ended September 30, 2024.

The difference was primarily driven by increase in volume of and fluctuations in the forward prices related to MWP hedges.

Net gain on forward and derivative contracts - affiliates

Net gain on forward and derivative contracts - affiliates was zero for the three months ended September 30, 2025 and June 30, 2025, as there were no related party contracts executed during either period.

We realized a net gain of $3.7 million for the nine months ended September 30, 2024, primarily driven by unrealized gains on LME hedges.

Loss on early extinguishment of debt

Loss on early extinguishment of debt was $6.2 million for the three and nine months ended September 30, 2025 due to the redemption of our Senior Secured Notes due 2028 (the "2028 Notes").

There was no loss on extinguishment of debt in 2024.

Bargain purchase gain

We finalized the purchase accounting as of March 31, 2024 related to the acquisition of General Alumina Holdings Limited and subsidiaries, which was acquired on May 2, 2023.

We recognized a bargain purchase gain of $245.9 million for the six months ended June 30, 2024.

We recognized a bargain purchase gain of $245.9 million for the nine months ended September 30, 2024.

Income tax benefit (expense)

Income tax changed to a $1.3 million benefit for the three months ended June 30, 2025, compared to $1.6 million expense for the three months ended March 31, 2025, primarily driven by changes in the jurisdictional mix of earnings on a quarter-over-quarter basis.

Income tax expense decreased to $0.3 million for the six months ended June 30, 2025, compared to $1.0 million for the six months ended June 30, 2024, primarily driven by changes in the jurisdictional mix of earnings on a year-over-year basis.

Income tax benefit decreased by $0.2 million for the three months ended September 30, 2025, compared to the three months ended June 30, 2025, primarily driven by changes in the jurisdictional mix of earnings on a quarter-over-quarter basis.

Income tax benefit was to $0.8 million for the nine months ended September 30, 2025, compared to an expense of $3.0 million for the nine months ended September 30, 2024.

The change from expense to benefit was primarily driven by changes in

the jurisdictional mix of earnings on a year-over-year basis.

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

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

As of June 30, 2025, we had cash and cash equivalents of approximately $40.7

million and unused availability under our revolving credit facilities of $321.8 million , after consideration of our outstanding borrowings and letters of credit.

Our cash and cash equivalents and unused availability under our revolving credit facilities comprise our liquidity position, which was $362.5 million as of June 30, 2025.

As of September 30, 2025, we had cash and cash equivalents of approximately $151.4 million and unused availability under our credit facilities of $336.8 million , after consideration of our outstanding borrowings and letters of credit.

Our cash and cash equivalents and unused availability under our revolving credit facilities comprise our liquidity position, which was $488.2 million as of September 30, 2025.

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

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The dividend and distribution limitations are applicable to certain of our subsidiaries only in the case of an event of default or failure to comply with certain financial covenants.

As of June 30, 2025, we and our subsidiaries were in compliance with all such covenants or maintained availability above such covenant triggers.

As of September 30, 2025, we and our subsidiaries were in compliance with all such covenants or maintained availability abo ve such covenant triggers.

On July 22, 2025, we completed the issuance of $400 million of Senior Secured Notes due 2032 (the "2032 Notes").

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Credit Facility to, among other things, extend the maturity date to July 22, 2030.

With proceeds of the 2032 Notes, we redeemed the 2028 Notes at a redemption price of 101.875% and intend to use the balance of the proceeds from the 2032 Notes issuance to pay down our existing credit facilities.

With proceeds of the 2032 Notes, we redeemed the 2028 Notes at a redemption price of 101.875% for a total redemption price, including accrued and unpaid interest, of approximately $261.1 million.

We applied the remaining net proceeds from the 2032 Notes offering to pay down our existing credit facilities including the repayment of all $116.4 million in outstanding borrowings and $1.9 million in interest under the Grundartangi Casthouse Facility, which was repaid on October 27, 2025.

Debt and Note 16.

Subse q uent Events to the consolidated financial statements included herein for additional information on our debt.

Subsequent Events to the consolidated financial statements included herein for additional information on our debt.

Available Cash

Our available cash and cash equivalents balance at June 30, 2025 was $40.7 million compared to $32.9 million at December 31, 2024.

Our available cash and cash equivalents balance at September 30, 2025 was $151.4 million compared to $32.9 million at December 31, 2024.

Sources and Uses of Cash

Our statements of cash flows are summarized below:

Six months ended June 30,

Nine months ended September 30,

(in millions) 2025 2024

Net cash provided by (used in) operating activities $ 80.2 $ (3.3)

Net cash provided by operating activities $ 82.2 $ 16.8

Net cash used in investing activities (49.7) (66.8)

Net cash (used in) provided by financing activities (38.8) 0.1

Net cash provided by (used in) financing activities 84.6 (4.9)

Change in cash, cash equivalents and restricted cash $ 117.1 $ (54.9)

The change in net cash provided by operating activities during the six months ended June 30, 2025 compared to net cash used in operating activities for the six months ended June 30, 2024 was primarily due to lower cash outflows from accounts payable associated with the timing of payments for alumina and higher cash inflows from inventories attributable to higher shipments in the current period, partially offset by lower cash inflows from accounts receivable associated with higher realized prices of outstanding receipts from sales of aluminum and alumina.

The decrease in net cash used in investing activities during the six months ended June 30, 2025 compared to the six months ended June 30, 2024 was primarily due to higher proceeds from our joint venture partner to fund the construction of co-tenancy assets.

The change in net cash used in financing activities during the six months ended June 30, 2025 compared to net cash provided by financing activities in the six months ended June 30, 2024 was primarily due to net repayments on our revolving credit facilities and repayments on our Grundartangi Casthouse Facility.

The increase in net cash provided by operating activities during the nine months ended September 30, 2025 compared to the nine months ended September 30, 2024 was primarily due to changes in inventories attributable to higher inventory build in the prior period related to the completed Grundartangi casthouse, partially offset by higher raw material costs for alumina in the first half of the current period.

This is offset by increased accounts receivable associated with higher realized prices of outstanding receipts from sales of aluminum.

The decrease in net cash used in investing activities during the nine months ended September 30, 2025 compared to the nine months ended September 30, 2024 was primarily due to higher proceeds from our joint venture partner to fund the construction of co-tenancy assets.

The change in net cash provided by financing activities during the nine months ended September 30, 2025 compared to net cash used in financing activities in the nine months ended September 30, 2024 was primarily due to proceeds from the issuance of the 2032 Notes and net proceeds from the sale of carbon credits, partially offset by the early redemption of the 2028 Notes, net repayments on our revolving credit facilities and repayment on our Vlissingen Credit Facility.

Share Repurchase Program

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The timing and amount of any shares repurchased will be determined by our management based on its evaluation of market conditions, the trading price of our common stock and other factors.

We made no repurchases during the three months ended June 30, 2025 or during the years ended 2024, 2023, and 2022.

As of June 30, 2025, we had $43.7 million remaining under the repurchase program authorization.

We made no repurchases during the three months ended September 30, 2025 or during the years ended 2024, 2023, and 2022.

As of September 30, 2025, we had $43.7 million remaining under the repurchase program authorization.

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

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

Capital expenditures paid for the six months ended June 30, 2025 were $45.0 million.

We estimate our total capital spending in 2025 will be approximat ely $70 to $80 million, related to our ongoing investment and sustainability projects at our plants.

Capital expenditures paid for the nine months ended September 30, 2025 were $65.1 million.

We estimate our total capital spending in 2025 will be approximately $70 to $80 million, related to our ongoing investment and sustainability projects at our plants.

This amount includes $33 million representing investments in our Jamalco facility.

We have certain legal commitments, including obligations related to retiree medical benefits, pension contributions, power supply contracts, and labor agreements.

These include a settlement agreement for retiree medical benefits requiring annual payments, a pension contribution commitment through 2025, and power supply arrangements with terms extending through 2028.

These include a settlement agreement for retiree medical benefits requiring annual

payments, a pension contribution commitment through 2025, and power supply arrangements with terms extending through 2028.

Additionally, we have contingent obligations based on the LME price of primary aluminum and the level of Hawesville's operations, which are currently offset by a derivative asset.

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

As of June 30, 2025, we have not issued any debt securities pursuant to the Universal Shelf Registration Statement.

As of September 30, 2025, we have not issued any debt securities pursuant to the Universal Shelf Registration Statement.

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

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

June 30, 2025 December 31, 2024

September 30, 2025 December 31, 2024

Current assets $ 674.5 $ 414.0

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Non-current liabilities 641.2 490.4

Six months ended June 30, 2025

Nine months ended September 30, 2025

Net sales $ 1,531.2

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Net income 40.0

As of June 30, 2025 and December 31, 2024, an intercompany receivable due to the Company and Guarantors from the Non-Guarantor Subsidiaries totaled $33.6 million and $40.4 million, respectively, and an intercompany non-current loan due to the Company from the Non-Guarantor Subsidiaries totaled $372.6 million and $358.1 million, respectively.

As of September 30, 2025 and December 31, 2024, an intercompany receivable due to the Company and Guarantors from the Non-Guarantor Subsidiaries totaled $58.2 million and $40.4 million, respectively, and an intercompany non-current loan due to the Company from the Non-Guarantor Subsidiaries totaled $380.1 million and $358.1 million, respectively.

Quantitative and Qualitative Disclosures about Market Risk

See "Quantitative and Qualitative Disclosures of Market Risks" in our Annual Report on Form 10-K for the fiscal year ended December 31, 2024.

As of June 30, 2025, there have been no material changes in this information.

As of September 30, 2025, there have been no material changes in this information.

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

What changed 10-Q

Item 2. Management’s Discussion and Analysis