Item 1. Financial Statements
Item 1. Financial Statements
CENTURY ALUMINUM COMPANY
CONSOLIDATED STATEMENTS OF OPERATIONS
(in millions, except per share amounts)
(Unaudited)
Three months ended
June 30, Six months ended
June 30,
2026 2025 2026 2025
(As Restated) (As Restated)
Net sales
Related parties $ 330.9 $ 367.6 $ 636.8 $ 746.3
Other customers 421.2 260.5 764.5 515.7
Total net sales 752.1 628.1 1,401.3 1,262.0
Cost of goods sold (1)
524.2 594.5 1,054.6 1,171.1
Gross profit 227.9 33.6 346.7 90.9
Selling, general and administrative expenses 15.9 14.0 41.7 26.5
Gain on the sale of Hawesville — — ( 287.9 ) —
Other operating expenses - net 0.4 1.5 7.3 3.5
Operating income 211.6 18.1 585.6 60.9
Interest expense - nonaffiliates ( 9.5 ) ( 9.8 ) ( 19.4 ) ( 19.8 )
Interest expense - affiliates ( 0.6 ) ( 1.9 ) ( 1.2 ) ( 3.7 )
Interest income 4.4 1.9 7.5 3.7
Net gain (loss) on forward and derivative contracts - nonaffiliates 7.1 ( 15.6 ) ( 58.2 ) ( 21.0 )
Gain on insurance proceeds - net 40.1 — 73.1 —
Other income (loss) - net 3.8 ( 5.7 ) ( 1.7 ) ( 9.1 )
Income (loss) before income taxes 256.9 ( 13.0 ) 585.7 11.0
Income tax (expense) benefit ( 12.1 ) 1.3 ( 13.9 ) ( 0.3 )
Equity in losses of unconsolidated subsidiaries ( 1.0 ) — ( 1.0 ) —
Net income (loss) 243.8 ( 11.7 ) 570.8 10.7
Net loss attributable to noncontrolling interests ( 5.5 ) ( 7.1 ) ( 16.0 ) ( 14.4 )
Net income (loss) attributable to Century stockholders 249.3 ( 4.6 ) 586.8 25.1
Less: net income allocated to participating securities — — — 1.3
Net income (loss) allocated to common stockholders $ 249.3 $ ( 4.6 ) $ 586.8 $ 23.8
(1) Purchases from related party were $ 104.3 million and $ 51.8 million for the three months ended June 30, 2026 and 2025, respectively. Purchases from related party were $ 168.5 million and $ 140.1 million for the six months ended June 30, 2026 and 2025, respectively.
Net income (loss) attributable to Century stockholders per common share:
Basic $ 2.52 $ ( 0.05 ) $ 5.93 $ 0.26
Diluted $ 2.39 $ ( 0.05 ) $ 5.62 $ 0.25
Weighted-average common shares outstanding:
Basic 99.0 93.3 99.0 93.3
Diluted 104.8 93.3 104.7 94.6
See Condensed Notes to the Consolidated Financial Statements
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CENTURY ALUMINUM COMPANY
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)
(in millions)
(Unaudited)
Three months ended
June 30, Six months ended
June 30,
2026 2025 2026 2025
(As Restated) (As Restated)
Comprehensive income (loss):
Net income (loss) $ 243.8 $ ( 11.7 ) $ 570.8 $ 10.7
Other comprehensive income before income tax effect:
Net gain on foreign currency cash flow hedges reclassified as income ( 0.1 ) ( 0.1 ) ( 0.1 ) ( 0.1 )
Defined benefit plans and other postretirement benefits:
Net gain arising during the period 2.4 — 11.3 —
Amortization of prior service benefit during the period 0.2 — 0.3 0.1
Amortization of net (gain) loss during the period ( 0.6 ) 1.6 1.4 3.2
Other comprehensive income before income tax effect 1.9 1.5 12.9 3.2
Income tax effect — — — —
Other comprehensive income 1.9 1.5 12.9 3.2
Comprehensive income (loss) 245.7 ( 10.2 ) 583.7 13.9
Comprehensive loss attributable to noncontrolling interests ( 4.5 ) ( 7.1 ) ( 10.7 ) ( 14.4 )
Comprehensive income (loss) attributable to Century stockholders $ 250.2 $ ( 3.1 ) $ 594.4 $ 28.3
See Condensed Notes to the Consolidated Financial Statements
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CENTURY ALUMINUM COMPANY
CONSOLIDATED BALANCE SHEETS
(in millions)
(Unaudited)
June 30, 2026 December 31, 2025
ASSETS
Cash and cash equivalents $ 343.4 $ 134.2
Restricted cash 46.3 1.4
Accounts receivable - net 136.2 109.9
Non-trade receivables 65.1 38.1
Due from affiliates 13.0 29.6
Manufacturing credit receivable 176.8 172.6
Inventories 582.9 519.6
Derivative assets 6.5 1.5
Prepaid and other current assets 31.4 24.4
Total current assets 1,401.6 1,031.3
Property, plant and equipment - net 1,253.0 1,167.6
Manufacturing credit receivable - less current portion 48.4 —
Other assets 172.1 70.4
Total assets $ 2,875.1 $ 2,269.3
LIABILITIES AND SHAREHOLDERS’ EQUITY
LIABILITIES:
Accounts payable, trade $ 216.6 $ 187.2
Accrued compensation and benefits 77.1 74.4
Due to affiliates 71.9 70.8
Accrued and other current liabilities 43.6 35.6
Derivative liabilities 71.6 58.2
Carbon credit repurchase liability 28.6 28.6
Current maturities of long-term debt — 68.8
Total current liabilities 509.4 523.6
Long-term debt 480.0 479.5
Accrued benefits costs - less current portion 92.1 97.7
Other liabilities 114.3 104.9
Deferred taxes 70.5 58.4
Asset retirement obligations - less current portion 74.3 75.3
Total noncurrent liabilities 831.2 815.8
COMMITMENTS AND CONTINGENCIES (NOTE 13)
SHAREHOLDERS’ EQUITY:
Preferred stock (Note 14)
— —
Common stock (Note 14)
1.1 1.1
Additional paid-in capital 2,574.5 2,571.5
Treasury stock, at cost ( 86.3 ) ( 86.3 )
Accumulated other comprehensive loss ( 47.6 ) ( 55.2 )
Accumulated deficit ( 1,038.6 ) ( 1,625.5 )
Total Century shareholders’ equity 1,403.1 805.6
Noncontrolling interests 131.4 124.3
Total equity 1,534.5 929.9
Total liabilities and equity $ 2,875.1 $ 2,269.3
See Condensed Notes to the Consolidated Financial Statements
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CENTURY ALUMINUM COMPANY
CONSOLIDATED STATEMENTS OF CASH FLOWS
(in millions)
(Unaudited)
Six months ended June 30,
2026 2025
(As Restated)
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income $ 570.8 $ 10.7
Adjustments to reconcile Net income to net cash provided by operating activities:
Unrealized loss on derivative instruments 8.8 14.5
Depreciation, depletion and amortization 39.6 47.3
Share-based compensation 11.9 4.7
Net periodic benefit cost 9.5 5.5
Change in deferred tax provision 10.4 2.4
Gain on the sale of Hawesville ( 287.9 ) —
Gain on insurance proceeds received for property damage ( 3.6 ) —
Other non-cash items - net 5.6 ( 3.6 )
Change in operating assets and liabilities:
Accounts receivable ( 40.9 ) ( 15.2 )
Non-trade receivables ( 31.7 ) 11.6
Manufacturing credit receivable ( 52.6 ) ( 43.1 )
Due from affiliates 16.5 11.3
Inventories ( 68.4 ) 27.5
Prepaid and other current assets ( 7.0 ) 3.5
Accounts payable, trade 53.9 18.0
Due to affiliates 1.1 ( 11.8 )
Accrued and other current liabilities 10.5 ( 3.9 )
Other - net ( 10.5 ) 0.8
Net cash provided by operating activities 236.0 80.2
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of property, plant and equipment ( 134.4 ) ( 45.0 )
Proceeds from the sale of Hawesville 200.0 —
Insurance proceeds received for property damage 13.6 —
Net cash provided by (used in) investing activities 79.2 ( 45.0 )
CASH FLOWS FROM FINANCING ACTIVITIES:
Borrowings under revolving credit facilities 265.0 586.7
Repayments under revolving credit facilities ( 326.1 ) ( 621.0 )
Repayments of Industrial Revenue Bonds ( 7.8 ) —
Repayments under Grundartangi casthouse debt facility — ( 4.5 )
Payment of incentive compensation withholding taxes ( 4.7 ) —
Contributions from joint venture partner 12.5 11.4
Net cash used in financing activities ( 61.1 ) ( 27.4 )
CHANGE IN CASH, CASH EQUIVALENTS AND RESTRICTED CASH 254.1 7.8
Cash, cash equivalents and restricted cash, beginning of period 135.6 35.7
Cash, cash equivalents and restricted cash, end of period $ 389.7 $ 43.5
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CENTURY ALUMINUM COMPANY
CONSOLIDATED STATEMENTS OF CASH FLOWS
(in millions)
(Unaudited)
Six months ended June 30,
2026 2025
Supplemental Cash Flow Information:
Cash paid for:
Interest $ 18.4 $ 18.7
Taxes, net of refunds 3.1 ( 0.1 )
Non-cash investing activities:
Capital expenditures 9.7 6.4
See Condensed Notes to the Consolidated Financial Statements
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CENTURY ALUMINUM COMPANY
CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY
(in millions, except share data)
(Unaudited)
Preferred stock Common stock Additional paid-in capital Treasury stock, at cost Accumulated other comprehensive loss Accumulated
deficit Total Century equity Noncontrolling Interest Total equity
Shares Amount Shares Amount
Three months ended
June 30, 2026
Balance, March 31, 2026 — $ — 98,974,047 $ 1.1 $ 2,572.7 $ ( 86.3 ) $ ( 48.5 ) $ ( 1,288.1 ) $ 1,150.9 $ 133.6 $ 1,284.5
Net income (loss) — — — — — — — 249.3 249.3 ( 5.5 ) 243.8
Other comprehensive income — — — — — — 0.9 — 0.9 1.0 1.9
Share-based compensation — — 19,248 — 1.8 — — — 1.8 — 1.8
Contributions from noncontrolling interest — — — — — — — — — 2.3 2.3
Balance, June 30, 2026 — $ — 98,993,295 $ 1.1 $ 2,574.5 $ ( 86.3 ) $ ( 47.6 ) $ ( 1,038.6 ) $ 1,403.1 $ 131.4 $ 1,534.5
Three months ended
June 30, 2025
Balance, March, 31, 2025
(As Restated) 49,679 $ — 93,296,937 $ 1.0 $ 2,550.8 $ ( 86.3 ) $ ( 101.6 ) $ ( 1,637.6 ) $ 726.3 $ 111.5 837.8
Net income (loss) — — — — — — — ( 4.6 ) ( 4.6 ) ( 7.1 ) ( 11.7 )
Other comprehensive income — — — — — — 1.5 — 1.5 — 1.5
Share-based compensation — — 25,707 — 1.2 — — — 1.2 — 1.2
Conversion of preferred stock to common stock ( 165 ) — 16,477 — — — — — — — —
Contributions from noncontrolling interest — — — — — — — — — 18.6 18.6
Balance, June 30, 2025
(As Restated) 49,514 $ — 93,339,121 $ 1.0 $ 2,552.0 $ ( 86.3 ) $ ( 100.1 ) $ ( 1,642.2 ) $ 724.4 $ 123.0 $ 847.4
See Condensed Notes to the Consolidated Financial Statements
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CENTURY ALUMINUM COMPANY
CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY
(in millions, except share data)
(Unaudited)
Preferred stock Common stock Additional paid-in capital Treasury stock, at cost Accumulated other comprehensive loss Accumulated
deficit Total Century equity Noncontrolling Interest Total equity
Shares Amount Shares Amount
Six months ended
June 30, 2026
Balance, December 31, 2025 — $ — 98,969,007 $ 1.1 $ 2,571.5 $ ( 86.3 ) $ ( 55.2 ) $ ( 1,625.5 ) $ 805.6 $ 124.3 $ 929.9
Net income (loss) — — — — — — — 586.8 586.8 ( 16.0 ) 570.8
Other comprehensive income — — — — — — 7.6 — 7.6 5.3 12.9
Share-based compensation — — 24,288 — 3.0 — — — 3.0 — 3.0
Contributions from noncontrolling interest — — — — — — — — — 17.8 17.8
Balance, June 30, 2026 — $ — 98,993,295 $ 1.1 $ 2,574.5 $ ( 86.3 ) $ ( 47.6 ) $ ( 1,038.6 ) $ 1,403.1 $ 131.4 $ 1,534.5
Six months ended
June 30, 2025
Balance, December 31, 2024 (As Restated) 49,715 — 93,288,565 $ 1.0 $ 2,550.2 $ ( 86.3 ) $ ( 103.3 ) $ ( 1,667.3 ) $ 694.3 $ 111.0 $ 805.3
Net income (loss) — — — — — — — 25.1 25.1 ( 14.4 ) 10.7
Other comprehensive income — — — — — — 3.2 — 3.2 — 3.2
Share-based compensation — — 30,486 — 1.8 — — — 1.8 — 1.8
Conversion of preferred stock to common stock ( 201 ) — 20,070 — — — — — — — —
Contributions from noncontrolling interest — — — — — — — — — 26.4 26.4
Balance, June 30, 2025
(As Restated) 49,514 $ — 93,339,121 $ 1.0 $ 2,552.0 $ ( 86.3 ) $ ( 100.1 ) $ ( 1,642.2 ) $ 724.4 $ 123.0 $ 847.4
See Condensed Notes to the Consolidated Financial Statements
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CENTURY ALUMINUM COMPANY
Condensed Notes to the Consolidated Financial Statements
Six months ended June 30, 2026 and 2025
(amounts in millions, except share and per share amounts)
(Unaudited)
1. General
Description of Business
Century Aluminum is a producer of primary aluminum, which trades as a global commodity, and owns a 55 % interest in a bauxite mining and alumina refinery joint venture. We are organized as a holding company, with our operating primary aluminum smelters and our bauxite mining and alumina refinery joint venture owned by separate subsidiaries.
Throughout this Form 10-Q, and unless expressly stated otherwise or as the context otherwise requires, "Century Aluminum", "Century", "the Company", "we", "us", "our" and "ours" refer to Century Aluminum Company and its consolidated subsidiaries.
Basis of Presentation
The accompanying unaudited interim consolidated financial statements of Century Aluminum Company should be read in conjunction with the audited consolidated financial statements for the year ended December 31, 2025. In management’s opinion, the unaudited interim consolidated financial statements reflect all adjustments, which are of a normal and recurring nature, that are necessary for a fair presentation of financial results for the interim periods presented. Operating results for the first six months of 2026 are not necessarily indicative of the results that may be expected for the year ending December 31, 2026.
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.
Certain amounts in the prior period financial statements have been reclassified to conform to the presentation of the current period financial statements. These immaterial reclassifications had no effect on the previously reported net income or net cash flows.
Restatement
As noted in the Company's Form 10-K for the fiscal year ending December 31, 2025, as filed with the SEC on March 3, 2026, the Company has restated the comparative financial statements including the Consolidated Statement of Operations, Consolidated Balance Sheets, and Consolidated Statement of Stockholders' Equity as of and for the three and six months ended June 30, 2025, and applicable footnotes. The restatement reflects a change related to the consolidation of the Company's Jamalco joint venture whereby the Company previously used the proportionate method of consolidation for certain of Jamalco's net assets versus the full consolidation method. The change in consolidation method did not have any impact on our net income attributable to Century stockholders for the periods that were restated.
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CENTURY ALUMINUM COMPANY
Condensed Notes to the Consolidated Financial Statements (continued)
(amounts in millions, except share and per share amounts)
(Unaudited)
The following tables present a summary of the effects of the correction of the Company’s previously issued consolidated financial statements as of and for the three months ended June 30, 2025.
The effects of the corrections described above to the Company's consolidated statements of operations are shown below.
Three months ended June 30, 2025
As Previously
Reported Restatement
Impacts As Restated
Cost of Goods Sold $ 591.9 $ 2.6 $ 594.5
Gross profit 36.2 ( 2.6 ) 33.6
Operating income 20.7 ( 2.6 ) 18.1
Loss before income taxes ( 10.4 ) ( 2.6 ) ( 13.0 )
Net loss ( 9.1 ) ( 2.6 ) ( 11.7 )
Net loss attributable to noncontrolling interests ( 4.5 ) ( 2.6 ) ( 7.1 )
Net loss attributable to Century stockholders ( 4.6 ) — ( 4.6 )
Less: Net income allocated to participating securities — — —
Net loss allocated to common stockholders $ ( 4.6 ) $ — $ ( 4.6 )
The effects of the corrections described above to the Company's consolidated balance statements are shown below.
June 30, 2025
As Previously Reported Restatement Impacts As Restated
ASSETS
Non-trade receivables $ — $ 17.1 $ 17.1
Total current assets 790.3 17.1 807.4
Property, plant and equipment - net 975.6 175.2 1,150.8
Other assets 69.6 1.0 70.6
TOTAL $ 1,949.0 $ 193.3 $ 2,142.3
LIABILITIES AND SHAREHOLDERS’ EQUITY
LIABILITIES:
Accrued compensation and benefits $ 44.2 $ 1.0 $ 45.2
Non-trade payables 7.7 ( 7.7 ) —
Accrued and other current liabilities 44.9 3.1 48.0
Total current liabilities 451.1 ( 3.6 ) 447.5
Accrued benefits costs - less current portion 127.8 14.5 142.3
Asset retirement obligations - less current portion 63.2 19.3 82.5
Total noncurrent liabilities 813.6 33.8 847.4
SHAREHOLDERS’ EQUITY:
Noncontrolling interests ( 40.1 ) 163.1 123.0
Total equity 684.3 163.1 847.4
TOTAL $ 1,949.0 $ 193.3 $ 2,142.3
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CENTURY ALUMINUM COMPANY
Condensed Notes to the Consolidated Financial Statements (continued)
(amounts in millions, except share and per share amounts)
(Unaudited)
The effects of the corrections described above to the Company's consolidated statements of shareholders' equity are shown below.
Three months ended June 30, 2025
(As Previously Reported) Noncontrolling interest Total equity
Balance, March 31, 2025 $ ( 35.6 ) $ 690.7
Net income (loss) ( 4.5 ) ( 9.1 )
Other comprehensive income (loss) — 1.5
Share-based compensation — 1.2
Contributions from noncontrolling interest — —
Balance, June 30, 2025 $ ( 40.1 ) $ 684.3
(Restatement Impacts)
Net income (loss) $ ( 2.6 ) $ ( 2.6 )
Contributions from noncontrolling interest 18.6 18.6
(As Restated)
Balance, March 31, 2025 111.5 837.8
Net income (loss) ( 7.1 ) ( 11.7 )
Other comprehensive income (loss) — 1.5
Share-based compensation — 1.2
Contributions from noncontrolling interest 18.6 18.6
Balance, June 30, 2025 $ 123.0 $ 847.4
Recent Accounting Pronouncements
In November 2024, the FASB issued ASU 2024-03, Income Statement-Reporting Comprehensive Income-Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses, that requires disclosure of the amounts of purchases of inventory, employee compensation, depreciation, and intangible asset amortization included in each relevant expense line item on the income statement. The standard also requires a qualitative description of other amounts included in each relevant expense line item on the income statement that are not separately disclosed. In addition, entities are required to disclose the nature and amount of selling expenses. The new standard is effective for fiscal years beginning after December 15, 2026, and interim periods beginning after December 15, 2027. Early adoption is permitted. We do not expect any impact to the consolidated financial statements, but the standard will require certain additional disclosures. The Company plans to adopt this guidance for the annual period ending December 31, 2027.
In December 2025, the FASB issued ASU 2025-10, Government Grants (Topic 832): Accounting for Government Grants Received by Business Entities, which adds guidance on the recognition, measurement and presentation of government grants. The new standard is effective for fiscal years beginning after December 15, 2028. Early adoption is permitted. The Company has previously analogized to IAS 20, Accounting for Government Grants and Disclosure of Government Assistance, to account for refundable tax credits as an income grant. The Company's policy on income grants under IAS 20 aligns with the updated guidance, and the Company does not expect a material effect on its consolidated financial statements upon adoption.
In May 2026, the FASB issued ASU 2026-02, Environmental Credits and Environmental Credit Obligations (Topic 818), which introduces a comprehensive model that establishes recognition, measurement, presentation, and disclosure requirements for environmental credits and, when applicable, compliance obligations that may be settled by using environmental credits. The new standard is effective for fiscal years beginning after December 15, 2027, and interim reporting periods within those annual reporting periods, applied retrospectively by making a cumulative-effect adjustment to the opening balance of retained earnings. Early adoption is permitted. If an entity adopts the standard in an interim reporting period, it must adopt the guidance as of the
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CENTURY ALUMINUM COMPANY
Condensed Notes to the Consolidated Financial Statements (continued)
(amounts in millions, except share and per share amounts)
(Unaudited)
beginning of the annual reporting period that includes that interim reporting period. The Company's policy for environmental credit accounting aligns with the standard and there will be no material impact to the consolidated financial statements. The standard will require certain additional disclosures.
2. Related Party Transactions
The significant related party transactions occurring during the three and six months ended June 30, 2026 and 2025 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. We believe all of our transactions with related parties are at prices that approximate market.
Glencore Ownership
As of June 30, 2026 , Glencore plc and its affiliates (together "Glencore") beneficially own ed 30.0 % of Cen tury’s outstanding common stock. Century and Glencore enter into various transactions from time to time, such as the purchase and sale of primary aluminum, alumina and other raw materials; tolling agreements; forward financial contracts and borrowing and other debt transactions.
Sales to Glencore
For the three months ended June 30, 2026 and 2025, we derived approximatel y 44.0 % and 58.5 %, respectively, of our consolidated net sales from Glencore. For the six months ended June 30, 2026 and 2025, we derived approximatel y 45.5 % and 59.1 %, respectively, of our consolidated net sales from Glencore.
Glencore purchases aluminum produced at our U.S. smelters at prices based on the London Metal Exchange ("LME") plus the Midwest regional delivery premium plus any additional market-based product premiums. 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. For the three and six months ended June 30, 2026, the Company recogniz ed $ 50.2 million and $ 111.5 million, respectively, of revenue related to alumina sales to Glencore. For the three and six months ended June 30, 2025, the Company recogniz ed $ 48.0 million and $ 126.4 million, respectively, of revenue related to alumina sales to Glencore.
Purchases from Glencore
We purchase a portion of our alumina and certain other raw material requirements from Glencore. Alumina purchases from Glencore during the three and six months ended June 30, 2026 and 2025 were priced based on aluminum indices.
Summary
A summary of the aforementioned significant related party sales and purchases is as follows:
Three months ended
June 30, Six months ended
June 30,
2026 2025 2026 2025
Net sales to Glencore $ 330.9 $ 367.6 $ 636.8 $ 746.3
Purchases from Glencore 104.3 51.8 168.5 140.1
Vlissingen Credit Facility
On December 9, 2022, Vlissingen entered into a Facility Agreement with Glencore International AG, which was amended and extended on October 1, 2024 (as amended, the “Vlissingen Credit Facility”). The availability period for borrowings under the Vlissingen Credit Facility was extended by two years and now ends on December 2, 2026. Under the Vlissingen Credit Facility, Vlissingen may borrow from time to time up to $ 90.0 million in one or more loans at a variable interest rate equal to the 1-month SOFR rate plus 3.687 percentage points, subject to an absolute maximum level of 9.00 % and an absolute minimum
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CENTURY ALUMINUM COMPANY
Condensed Notes to the Consolidated Financial Statements (continued)
(amounts in millions, except share and per share amounts)
(Unaudited)
level of 7.00 %. As of June 30, 2026, there were no outstanding borrowings under the Vlissingen Credit Facility . See Note 12. Debt for additional information. Any borrowings under the Vlissingen Credit Facility are expected to be used for general corporate and working capital purposes of Century and its subsidiaries.
3. Revenue
We enter into contracts to sell mainly primary aluminum to our customers. Revenue is recognized when our performance obligations with our customers are satisfied. Our obligations under the contracts are satisfied when we transfer control of our primary aluminum to our customers which is generally upon shipment or delivery to customer directed locations. The amount of consideration we receive, thus the revenue we recognize, is a function of volume delivered, market price of primary aluminum, which is based on the LME, plus regional premiums and any value-added product premiums. 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. We complete an appropriate credit evaluation for each customer at contract inception. Customer payments are due in arrears and are recognized as Accounts receivable - net and Due from affiliates in our Consolidated Balance Sheets.
In connection with our sales agreements with certain customers, including Glencore, we invoice the customer prior to physical shipment of goods for a majority of production generated from each of our U.S. domestic smelters. For those sales, revenue is recognized only when the customer has specifically requested such treatment and has made a commitment to purchase the product. The goods must be complete, ready for shipment and separated from other inventory with control over the goods passing to the customer. We must retain no further performance obligations.
Contract liabilities are recorded when cash payments are received or due in advance of performance. Amounts recognized in Due to affiliates was $ 32.3 million and $ 31.2 million, as of June 30, 2026 and December 31, 2025, respectively.
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, 2026 and 2025.
Net Sales Three months ended
June 30, Six months ended
June 30,
2026 2025 2026 2025
Aluminum $ 701.9 $ 568.6 $ 1,289.8 $ 1,104.4
Alumina 50.2 59.5 111.5 157.6
Total $ 752.1 $ 628.1 $ 1,401.3 $ 1,262.0
Our net sales are attributed to geographic area based on the location of the selling entity. Included in the consolidated financial statements are the following amounts related to geographic locations:
Net Sales (1)
Three months ended
June 30, Six months ended
June 30,
2026 2025 2026 2025
United States $ 630.9 $ 391.8 $ 1,192.8 $ 805.6
Iceland 121.2 236.3 208.5 456.4
Total $ 752.1 $ 628.1 $ 1,401.3 $ 1,262.0
(1) Includes sales of primary aluminum, scrap aluminum and alumina, and purchased aluminum and alumina.
4. Sale of Hawesville
In August 2022, we fully curtailed production at the Hawesville, Kentucky facility ("Hawesville"). On February 2, 2026, we completed the sale of the facility to an affiliate of Terawulf, Inc. for $ 200.0 million in cash and a 6.8 % non-dilutive minority equity interest in Raylan Data Holdings LLC (the "Minority Interest"), a joint venture that intends to develop and own a high-
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CENTURY ALUMINUM COMPANY
Condensed Notes to the Consolidated Financial Statements (continued)
(amounts in millions, except share and per share amounts)
(Unaudited)
performance computing/artificial intelligence data center on the site. We also have the right to require the majority holder to purchase the Minority Interest for $ 300.0 million starting on the first anniversary of the data center’s commencement of the data center's operations—defined as delivering at least 375 MW of critical IT load to data center customers (the "Put Option"). The Minority Interest and Put Option were measured at fair value at the acquisition date as one unit of account and accounted for using the equity method. The value of the equity method investment is recorded within Other assets on the Consolidated Balance Sheet. See Note 10. Fair Value Measurements for additional information on the valuation of the Minority Interest and Put Option. We recognized a gain of $ 287.9 million in connection with the sale.
The major classes of assets and liabilities that were sold are as follows:
Assets
Inventories $ 4.1
Property, plant and equipment - net 13.5
Liabilities
Asset retirement obligations 8.8
As a result of the sale, in accordance with a debt covenant, we set aside part of the cash proceeds restricted for use only on capital expenditures or otherwise invested in our business, of which $ 44.8 million remains on our Consolidated Balance Sheets at June 30, 2026.
5. Income Taxes
For the three months ended June 30, 2026 we recorded an income tax expense of $ 12.1 million and, for the three months ended June 30, 2025, we recorded an income tax benefit of $ 1.3 million, respectively. For the six months ended June 30, 2026 and 2025, we recorded an income tax expense of $ 13.9 million and $ 0.3 million, respectively. The change is primarily due to changes in pretax income amounts and jurisdictional mix on a year over year basis.
Our income tax expense or benefit for interim periods is determined using an estimate of our annual effective tax rate ("AETR"), adjusted for discrete items. In February 2026, the Company completed the sale of Hawesville. The sale was determined to be a discrete item that is not part of the Company’s ordinary operations and, accordingly, the related tax effects were excluded from the computation of the estimated AETR. 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.
The Company evaluates the realizability of its deferred tax assets on a quarterly basis using all available evidence, both positive and negative. The realization of deferred tax assets is dependent on the Company's ability to generate sufficient future taxable income during periods prior to the expiration of tax attributes to fully utilize these assets. As of June 30, 2026, 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. Based on the Company’s assessment of current and anticipated future earnings, it is reasonably possible that sufficient positive evidence of sustained U.S. profitability may become available within the next 12 months to reach a conclusion that the U.S. valuation allowance will no longer be needed. Release of the valuation allowance would result in the recognition of certain deferred tax assets and a corresponding decrease to income tax expense in the period the release is recorded. The timing and amount of any valuation allowance release could vary based on the level of profitability that the Company is actually able to achieve.
Section 45X of the Inflation Reduction Act of 2022 ("IRA") contains a production tax credit equal to 10% of certain eligible production costs, including, without limitation, labor, energy, depreciation and amortization and overhead expenses. On October 24, 2024, the U.S. Department of the Treasury and the Internal Revenue Service issued final regulations on the production tax credit requirements under Internal Revenue Code Section 45X (the "IRA Regulations"). The IRA Regulations provide guidance on rules that taxpayers must satisfy to qualify for the IRA Section 45X tax credit. For the three months ended June 30, 2026 and 2025, the Company recognized a reduction of $ 26.3 million and $ 21.9 million in Cost of goods sold and a reduction of $ 0.6 million and $ 0.5 million in Selling, general and administrative expenses, respectively, within the Consolidated
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Condensed Notes to the Consolidated Financial Statements (continued)
(amounts in millions, except share and per share amounts)
(Unaudited)
Statements of Operations. For the six months ended June 30, 2026 and 2025, the Company recognized a reduction of $ 51.3 million and $ 41.8 million in Cost of goods sold and a reduction of $ 1.3 million and $ 1.3 million in Selling, general and administrative expenses, respectively, within the Consolidated Statements of Operations .
6. Earnings Per Share
Basic earnings per share ("EPS") amounts are calculated by dividing earnings available to common stockholders by the weighted average number of common shares outstanding. Diluted EPS is calculated by dividing net income attributable to common shareholders by the weighted average number of common and dilutive common equivalent shares outstanding during the period. Beginning in 2026, due to the previous conversion of all preferred stock to common, dilutive common equivalent shares are calculated using the if-converted method. In prior periods, dilutive common equivalent shares are calculated using the more dilutive of either the if-converted or two-class methods.
The following table shows the basic and diluted earnings per share:
For the three months ended June 30,
2026 2025
Net Income Shares
(in millions)
$ Per Share Net Loss Shares
(in millions)
$ Per Share
Net income (loss) attributable to Century stockholders $ 249.3 $ ( 4.6 )
Less: net income allocated to participating securities — —
Basic EPS:
Net income (loss) allocated to common stockholders $ 249.3 99.0 $ 2.52 $ ( 4.6 ) 93.3 $ ( 0.05 )
Effect of Dilutive Securities (1) :
Share-based compensation — 1.2 — —
Convertible senior notes 0.7 4.6 — —
Diluted EPS:
Net income (loss) allocated to common stockholders $ 250.0 104.8 $ 2.39 $ ( 4.6 ) 93.3 $ ( 0.05 )
For the six months ended June 30,
2026
2025
Net Income Shares
(in millions)
$ Per Share Net Income Shares
(in millions)
$ Per Share
Net income attributable to Century stockholders $ 586.8 $ 25.1
Less: net income allocated to participating securities — 1.3
Basic EPS:
Net income (loss) allocated to common stockholders $ 586.8 99.0 $ 5.93 $ 23.8 93.3 $ 0.26
Effect of Dilutive Securities (1) :
Share-based compensation — 1.1 — 1.3
Convertible senior notes 1.4 4.6 — —
Diluted EPS:
Net income (loss) allocated to common stockholders $ 588.2 104.7 $ 5.62 $ 23.8 94.6 $ 0.25
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Condensed Notes to the Consolidated Financial Statements (continued)
(amounts in millions, except share and per share amounts)
(Unaudited)
Securities excluded from the calculation of diluted EPS (in millions) (1) :
Three months ended
June 30, Six months ended
June 30,
2026 2025 2026 2025
Share-based compensation 0.6 1.7 0.6 0.7
Convertible preferred shares — 5.0 — 5.0
Convertible notes — 4.6 — 4.6
(1) In periods when we report a net loss, all share-based compensation awards, convertible preferred shares and convertible senior notes are excluded from the calculation of diluted weighted average shares outstanding because of their anti-dilutive effect on earnings (loss) per share.
7. Accumulated Other Comprehensive Loss ("AOCL")
Components of AOCL: June 30, 2026
December 31, 2025
Defined benefit plan liabilities
$ ( 51.0 ) $ ( 58.7 )
Unrealized gain on financial instruments 1.1 1.2
Other comprehensive loss before income tax effect
( 49.9 ) ( 57.5 )
Income tax effect (1)
2.3 2.3
Accumulated other comprehensive loss
$ ( 47.6 ) $ ( 55.2 )
(1) The allocation of the income tax effect to the components of other comprehensive loss is as follows:
June 30, 2026
December 31, 2025
Defined benefit plan liabilities $ 2.6 $ 2.6
Unrealized gain on financial instruments ( 0.3 ) ( 0.3 )
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Condensed Notes to the Consolidated Financial Statements (continued)
(amounts in millions, except share and per share amounts)
(Unaudited)
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
Balance, March 31, 2026 $ ( 49.7 ) $ 1.2 $ ( 48.5 )
Other comprehensive loss before reclassifications 1.5 ( 0.1 ) 1.4
Net amount reclassified to net income (loss) ( 0.4 ) ( 0.1 ) ( 0.5 )
Balance, June 30, 2026 $ ( 48.6 ) $ 1.0 $ ( 47.6 )
Balance, March 31, 2025 $ ( 102.9 ) $ 1.3 $ ( 101.6 )
Net amount reclassified to net income (loss) 1.6 ( 0.1 ) 1.5
Balance, June 30, 2025 $ ( 101.3 ) $ 1.2 $ ( 100.1 )
Balance, December 31, 2025 $ ( 56.4 ) $ 1.2 $ ( 55.2 )
Other comprehensive loss before reclassifications 6.3 ( 0.1 ) 6.2
Net amount reclassified to net income (loss) 1.5 ( 0.1 ) 1.4
Balance, June 30, 2026 $ ( 48.6 ) $ 1.0 $ ( 47.6 )
Balance, December 31, 2024 $ ( 104.6 ) $ 1.3 $ ( 103.3 )
Net amount reclassified to net income (loss) 3.3 ( 0.1 ) 3.2
Balance, June 30, 2025 $ ( 101.3 ) $ 1.2 $ ( 100.1 )
Reclassifications out of AOCL were included in the Consolidated Statements of Operations as follows:
Three months ended
June 30, Six months ended
June 30,
AOCL Components Location 2026 2025 2026 2025
Defined benefit plan and other postretirement liabilities Cost of goods sold $ 0.6 $ 1.5 $ 1.7 $ 2.3
Selling, general and administrative expenses — 0.1 0.1 0.3
Other operating expense - net ( 1.0 ) — ( 0.3 ) 0.7
Income tax effect — — — —
Net of tax $ ( 0.4 ) $ 1.6 $ 1.5 $ 3.3
Unrealized gain on financial instruments Cost of goods sold $ ( 0.1 ) $ ( 0.1 ) $ ( 0.1 ) $ ( 0.1 )
Income tax effect — — — —
Net of tax $ ( 0.1 ) $ ( 0.1 ) $ ( 0.1 ) $ ( 0.1 )
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Condensed Notes to the Consolidated Financial Statements (continued)
(amounts in millions, except share and per share amounts)
(Unaudited)
8. Components of Net Periodic Benefit Cost
Three months ended
June 30, Six months ended
June 30,
Pension Benefits 2026 2025 2026 2025
Service cost $ 1.1 $ 0.6 $ 4.7 $ 1.3
Interest cost 4.9 3.5 16.5 6.8
Expected return on plan assets ( 5.4 ) ( 4.0 ) ( 14.7 ) ( 7.9 )
Amortization of prior service benefit 0.2 — 0.3 0.1
Amortization of net loss 0.7 1.5 2.5 2.9
Net periodic benefit cost $ 1.5 $ 1.6 $ 9.3 $ 3.2
Three months ended
June 30, Six months ended
June 30,
Other Postretirement Benefits 2026 2025 2026 2025
Service cost $ 0.1 $ 0.1 $ 0.2 $ 0.1
Interest cost ( 0.1 ) 0.9 1.2 1.9
Amortization of net (gain) loss ( 1.4 ) 0.1 ( 1.1 ) 0.3
Net periodic benefit cost $ ( 1.4 ) $ 1.1 $ 0.3 $ 2.3
9. Inventories
Inventories consist of the following:
June 30, 2026 December 31, 2025
Raw materials $ 191.0 $ 161.5
Work-in-process 67.5 52.2
Finished goods 58.6 36.5
Operating and other supplies 265.8 269.4
Total inventories $ 582.9 $ 519.6
Inventories are stated at the lower of cost or Net Realizable Value ("NRV") using the first-in, first-out or the weighted average cost method.
10. Fair Value Measurements
We measure and classify certain of our assets and liabilities at fair value in accordance with the hierarchy as defined by the Fair Value Measurement 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:
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Condensed Notes to the Consolidated Financial Statements (continued)
(amounts in millions, except share and per share amounts)
(Unaudited)
• 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.
Recurring Fair Value Measurements As of June 30, 2026
Level 1
Level 2
Level 3
Total
ASSETS:
Cash equivalents $ 320.4 $ — $ — $ 320.4
Trust assets (1)
0.2 — — 0.2
Derivative instruments — 9.6 — 9.6
TOTAL $ 320.6 $ 9.6 $ — $ 330.2
LIABILITIES:
Derivative instruments $ — $ 83.3 $ — $ 83.3
TOTAL $ — $ 83.3 $ — $ 83.3
Recurring Fair Value Measurements As of December 31, 2025
Level 1
Level 2
Level 3
Total
ASSETS:
Cash equivalents $ 122.3 $ — $ — $ 122.3
Trust assets (1)
0.1 — — 0.1
Derivative instruments — 1.9 — 1.9
TOTAL $ 122.4 $ 1.9 $ — $ 124.3
LIABILITIES:
Derivative instruments $ — $ 66.0 $ — $ 66.0
TOTAL $ — $ 66.0 $ — $ 66.0
(1) Trust assets are currently invested in money market funds. 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:
Level 2 Fair Value Measurements:
Asset / Liability Valuation Techniques Inputs
LME forward financial sales contracts Discounted cash flows Quoted LME forward market, Secured Overnight Financing Rate ("SOFR") discount rate
Midwest Premium ("MWP") forward financial sales contracts Discounted cash flows Quoted MWP forward market, SOFR discount rate
Fixed for floating swaps Discounted cash flows Quoted LME forward market, quoted MWP forward market
Indiana Hub power price swaps Discounted cash flows Quoted Indiana Hub forward market, SOFR discount rate
Heavy Fuel Oil ("HFO") price swaps Discounted cash flows Quoted HFO forward market
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Condensed Notes to the Consolidated Financial Statements (continued)
(amounts in millions, except share and per share amounts)
(Unaudited)
When valuing Level 3 assets and liabilities, we use certain significant unobservable inputs. Management incorporates various inputs and assumptions including forward commodity prices, commodity price volatility and macroeconomic conditions, including interest rates and discount rates. 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.
During the three and six months ended June 30, 2026 and 2025, there were no Level 3 assets and liabilities measured at fair value on a recurring basis.
We measured the Minority Interest and the Put Option as a single unit of account at fair value as of February 2, 2026, the date of acquisition. The investment is categorized within Level 3 of the fair value hierarchy and was valued at $ 97.0 million using a sales comparison approach and a probability-weighted scenario approach incorporating a Black-Scholes option pricing model. The valuation considered multiple scenarios based on the timing of successful commencement of the data center’s operations, as well as a scenario in which the conditions to exercise the Put Option are not met.. See Note 4. Sale of Hawesville for additional information on the acquisition of the Minority Interest and Put Option.
The following table describes the significant unobservable inputs used in the valuation.
February 2, 2026
Sales comparison approach
Adjusted price per megawatt $ 0.4 - $ 0.6
Scenario-based approach with the Black-Scholes option pricing model
Discount rate 7.45 % - 7.64 %
Expected term (years) 3 - 5
Equity volatility 108 % - 117 %
Dividend yield — %
11. Derivatives
As of June 30, 2026, we had an open position of 58,600 tonnes related to LME forward financial sales contracts to fix the forward LME aluminum price. These contracts are expected to settle monthly through December 2027. We also had an open position of 109,300 tonnes related to MWP forward financial sales contracts to fix the forward MWP price. These contracts are expected to settle monthly through December 2028. 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. As of June 30, 2026, we had 40 tonnes open fixed for floating swaps. These contracts are expected to settle monthly through August 2026.
We have entered into financial contracts to hedge a portion of our Jamalco fuel cost exposure ("HFO price swaps"). The volume of heavy fuel oil ("HFO") consumed at Jamalco is measured per barrel and as of June 30, 2026, we had an open position of 75,000 barrels. The HFO price swaps are expected to settle monthly through October 2026.
We have entered into financial contracts to fix a portion of our exposure to the Indiana Hub power market at our Sebree plant ("Indiana Hub power price swaps"). As of June 30, 2026, we had an open position of 852,960 MWh. The Indiana Hub power price swaps are expected to settle monthly through December 2027.
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. As of June 30, 2026 and December 31, 2025, the Company had no recorded restricted cash as collateral related to open derivative contracts under the master arrangements with our counterparties.
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Condensed Notes to the Consolidated Financial Statements (continued)
(amounts in millions, except share and per share amounts)
(Unaudited)
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, 2026 and December 31, 2025, respectively:
Asset Fair Value
June 30, 2026 December 31, 2025
Commodity contracts (1)
$ 9.6 $ 1.9
Liability Fair Value
June 30, 2026 December 31, 2025
Commodity contracts (1)
$ 83.3 $ 66.0
(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.
The following table summarizes the net loss on forward and derivative contracts:
Three months ended
June 30, Six months ended
June 30,
2026 2025 2026 2025
Commodity contracts $ 7.1 $ ( 15.5 ) $ ( 58.2 ) $ ( 20.9 )
12. Debt
June 30, 2026 December 31, 2025
Debt classified as current liabilities:
Hancock County industrial revenue bonds ("IRBs") due April 1, 2028 , interest payable quarterly (1)
$ — $ 7.8
U.S. Revolving Credit Facility (2)
— —
Iceland Revolving Credit Facility (3)
— 61.0
Debt classified as non-current liabilities:
2.75 % convertible senior notes due May 1, 2028, net of financing fees of $ 0.6 million at June 30, 2026, interest payable semiannually
85.6 85.5
6.875 % senior secured notes due August 1, 2032, net of financing fees of $ 5.6 million at June 30, 2026, interest payable semiannually
394.4 394.0
Total $ 480.0 $ 548.3
(1) The IRBs were classified as current liabilities because they were remarketed weekly and could have been required to be repaid upon demand if there is a failed remarketing.
(2) We incur interest at a base rate plus applicable margin as defined within the agreement. The interest rate at June 30, 2026 wa s 7.25 %.
(3) We incur interest at a base rate plus applicable margin as defined within the agreement. The interest rate at June 30, 2026 wa s 7.11 %.
6.875 % Senior Secured Notes due 2032
General. On July 22, 2025, we issued $ 400.0 million in aggregate principal amount of 6.875 % of senior secured notes (the "2032 Notes"). We received proceeds of $ 393.7 million after payment of certain financing fees and related expenses.
Interest Rate. 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.
Maturity . The 2032 Notes will mature on August 1, 2032, unless earlier repurchased or redeemed.
Seniority . 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.
Guaranty . Our obligations under the 2032 Notes are guaranteed by all of our existing and future domestic restricted subsidiaries (the “Guarantor Subsidiaries”), except for foreign owned holding companies, any domestic restricted subsidiary that owns no assets other than equity interests or other investments in foreign subsidiaries and certain immaterial subsidiaries, which guaranty shall in each case be a senior secured obligation of such Guarantor Subsidiaries, ranking equally in right of payment with all existing and future senior indebtedness of such Guarantor Subsidiaries but effectively senior to unsecured debt to the extent of the value of collateral.
Collateral . Our obligations under the 2032 Notes and the Guarantor Subsidiaries' obligations under the guarantees are secured by a pledge of and lien on (subject to certain exceptions):
(i) all of our and the Guarantor Subsidiaries' property, plant and equipment (other than certain excluded property);
(ii) all equity interests in subsidiaries directly owned by Century or any Guarantor Subsidiaries; and
(iii) proceeds of the foregoing.
Under certain circumstances, the indenture and the security documents governing the 2032 Notes will permit us and the Guarantors to incur additional debt that also may be secured by liens on the collateral that are equal to or have priority over the liens securing the 2032 Notes. The collateral agent for the 2032 Notes will agree with the collateral agent for the other debt holders and us under such circumstances to enter into an intercreditor agreement that will cause the liens securing the 2032 Notes to be contractually subordinated to the liens securing such additional debt.
Redemption Rights . Prior to August 1, 2028, we may redeem the 2032 Notes, in whole or in part, at a redemption price equal to 100.00 % of the principal amount plus a make-whole premium and accrued and unpaid interest, and if redeemed during the twelve-month period beginning on August 1 of the years indicated below, at the following redemption prices plus accrued and unpaid interest:
Year Percentage
2028 103.438 %
2029 101.719 %
2030 and Thereafter 100.000 %
Upon a change of control (as defined in the indenture governing the 2032 Notes), we will be required to make an offer to purchase the 2032 Notes at a purchase price equal to 101 % of the outstanding principal amount of the 2032 Notes on the date of the purchase, plus accrued and unpaid interest to, but not including, the date of purchase.
Covenants . The indenture governing the 2032 Notes contains customary covenants which may limit our ability, and the ability of certain of our subsidiaries, to: (i) incur additional debt; (ii) incur additional liens; (iii) pay dividends or make distributions in respect of capital stock; (iv) purchase or redeem capital stock; (v) make investments or certain other restricted payments; (vi) sell assets; (vii) issue or sell stock of certain subsidiaries; (viii) enter into transactions with shareholders or affiliates; and (ix) effect a consolidation or merger.
As of June 30, 2026, the total estimated fair value of the 2032 Notes was $ 410.5 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.
2.75 % Convertible Notes due 2028
General. On April 9, 2021, we completed a private offering of $ 86.3 million aggregate principal amount of convertible senior notes 2028 (the "Convertible Notes"). The Convertible Notes were issued at a price of 100 % of their aggregate principal amount. We received proce eds of $ 83.7 million, a fter payment of certain financing fees and related expenses.
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. As of June 30, 2026, the conversion rate remains unchanged.
Interest Rate. 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.
Maturity. The Convertible Notes will mature on May 1, 2028, unless earlier converted, repurchased, or redeemed.
Seniority. 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; equal in right of payment to any of the Company’s unsecured indebtedness that is not so subordinated; effectively junior in right of payment to any of the Company’s senior secured indebtedness to the extent of the value of the assets securing such indebtedness; and structurally junior to all indebtedness and other liabilities (including trade payables) of the Company’s subsidiaries.
Redemption Rights . On or after May 6, 2025, we may redeem for cash all or part of the Convertible Notes at our option if the last reported sale price of our common stock has been at least 130 % of the conversion price then in effect for at least 20 trading days (whether or not consecutive) during any 30 consecutive trading-day period (including the last trading day of such period) ending on and including the trading day immediately preceding the date on which we provide notice of redemption, at a redemption price equal to 100 % of the principal amount of the Convertible Notes to be redeemed, plus accrued and unpaid interest.
Upon conversion, we may satisfy our conversion obligation by paying or delivering, as applicable, cash, shares of our common stock or a combination of cash and shares of our common stock, at our election, based on the applicable conversion rate. In addition, if certain corporate events that constitute a make-whole fundamental change (as defined in the indenture) occur, then the conversion rate will, in certain circumstances, be increased for a specified period of time. Additionally, in the event of a corporate event constituting a fundamental change (as defined in the indenture), holders of the Convertible Notes may require us to repurchase all or a portion of their Convertible Notes at a repurchase price equal to 100 % of the principal amount of the Convertible Notes being repurchased, plus accrued and unpaid interest to, but excluding, the date of the fundamental change repurchase.
As of June 30, 2026, the if-converted value of the Convertible Notes exceeded the outstanding principal amount by $ 125.5 million .
Fair Value . As of June 30, 2026, the total estimated fair value of the Convertible Notes was $ 212.9 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.
U.S. Revolving Credit Facility
General. We and certain of our direct and indirect domestic subsidiaries have a senior secured revolving credit facility with a syndicate of lenders (as amended from time to time, the "U.S. revolving credit facility"). On June 14, 2022 we amended our U.S. 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. On July 22, 2025, we further amended the U.S. 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. At June 30, 2026, there were no outstanding borrowings and $ 43.3 million of outstanding letters of credit issued under our U.S. revolving credit facility. Principal payments, if any, are due upon maturity of the U.S. revolving credit facility and may be prepaid without penalty.
Status of our U.S. revolving credit facility: June 30, 2026
Credit facility maximum amount $ 250.0
Borrowing availability 250.0
Outstanding letters of credit issued 43.3
Outstanding borrowings —
Borrowing availability, net of outstanding letters of credit and borrowings 206.7
Borrowing Base . The availability of funds under the U.S. revolving credit facility is limited by a specified borrowing base consisting of the Borrower's accounts receivable and inventory which meets the eligibility criteria.
Guaranty . The Borrowers' obligations under the U.S. revolving credit facility are guaranteed by certain of our domestic subsidiaries and secured by a continuing lien upon and a security interest in all of the Borrowers' accounts receivable, inventory and certain bank accounts. Each Borrower is liable for any and all obligations under the U.S. revolving credit facility on a joint and several basis.
Interest Rates and Fees. Any amounts outstanding under the U.S. revolving credit facility will bear interest at our option of either the secured overnight financing rate ("SOFR") or a base rate, plus, in each case, an applicable interest margin. The applicable interest margin is determined based on the average daily availability for the immediately preceding quarter. In addition, we pay an unused line fee on undrawn amounts, less the amount of our letters of credit exposure. For standby letters of credit, we are required to pay a fee on the face amount of such letters of credit that varies depending on whether the letter of
credit exposure is cash collateralized.
Prepayments. We can make prepayments of amounts outstanding under the U.S. revolving credit facility, in whole or in part, without premium or penalty, subject to standard breakage costs, if applicable. We may be required to apply the proceeds from sales of collateral accounts, other than sales of inventory in the ordinary course of business, to repay amounts outstanding under the revolving credit facility and correspondingly reduce the commitments there under.
Covenants. The U.S. revolving credit facility contains customary covenants, including restrictions on mergers and acquisitions, indebtedness, affiliate transactions, liens, dividends and distributions, dispositions of collateral, investments, and prepayments of indebtedness, as well as a covenant that requires the Borrowers to maintain certain minimum liquidity or availability requirements.
Events of Default . The U.S. revolving credit facility also includes customary events of default, including nonpayment, misrepresentation, breach of covenant, bankruptcy, change of ownership, certain judgments and certain cross defaults. Upon the occurrence of an event of default, commitments under the U.S. revolving credit facility may be terminated and amounts outstanding may be accelerated and declared immediately due and payable.
Iceland Revolving Credit Facility
General. Our wholly-owned subsidiary, Nordural Grundartangi ehf ("Grundartangi"), entered into a revolving credit facility agreement with Landsbankinn hf., as amended (the "Iceland revolving credit facility"), which provides for borrowings of up to $ 100.0 million in the aggregate. Under the terms of the Iceland revolving credit facility, when Grundartangi borrows funds it will designate a repayment date, which may be any date prior to the maturity of the Iceland revolving credit facility. At June 30, 2026, there were no outstanding borrowings under our Iceland revolving credit facility. On July 14, 2026, we amended the Iceland Revolving Credit Facility to extend the maturity date to December 9, 2028.
Status of our Iceland revolving credit facility: June 30, 2026
Credit facility maximum amount $ 100.0
Borrowing availability 100.0
Outstanding letters of credit issued —
Outstanding borrowings —
Borrowing availability, net of borrowings 100.0
Borrowing Base . The availability of funds under the Iceland revolving credit facility is limited by a specified borrowing base consisting of inventory and accounts receivable of Grundartangi.
Security . Grundartangi's obligations under the Iceland revolving credit facility are secured by a general bond under which Grundartangi's inventory and accounts receivable are pledged to secure full payment of the loan.
Interest Rates and Fees . Any amounts outstanding under the Iceland revolving credit facility will bear interest at SOFR plus a margin per annum.
Prepayments. Any outstanding borrowings may be prepaid without penalty or premium in whole or in part.
Covenants . The Iceland revolving credit facility contains customary covenants, including restrictions on mergers and acquisitions, dispositions of assets, compliance with permits, laws and payment of taxes, as well as a covenant that requires Grundartangi to maintain a certain minimum equity ratio.
Events of Default . The Iceland revolving credit facility also includes customary events of default, including nonpayment, loss of license, cessation of operations, unlawfulness, breach of covenant, bankruptcy, change of ownership, certain judgments and certain cross defaults. Upon the occurrence of an event of default, commitments under the Iceland revolving credit facility may be terminated and amounts outstanding may be accelerated and declared immediately due and payable.
Vlissingen Credit Facility
On December 9, 2022, Vlissingen entered into a Facility Agreement with Glencore International AG, which was amended and extended on October 1, 2024 (as amended, the "Vlissingen Credit Facility"). The availability period for borrowings under the Vlissingen Credit Facility was extended by two years and now ends on December 2, 2026. Pursuant to the terms of the Vlissingen Credit Facility, Vlissingen may borrow from time to time up to $ 90.0 million in one or more loans. As of June 30, 2026, there were no outstanding borrowings under the Vlissingen Credit Facility.
Security . Vlissingen’s obligations under the Vlissingen Credit Facility are secured by liens on the ground lease on which Vlissingen’s facilities are located, Vlissingen’s moveable assets, financial assets, receivables and other assets, and Vlissingen’s shares.
Interest Rates and Fees. Amounts outstanding under the Vlissingen Credit Facility will bear interest at a variable interest rate equal to the 1-month SOFR rate plus 3.687 percentage points, subject to an absolute maximum level of 9.00 % and an absolute minimum level of 7.00 %.
Prepayments . Any outstanding borrowings may be prepaid without penalty or premium in whole or in part without any charge, fee premium or penalty.
Covenants . The Vlissingen Credit Facility contains customary covenants including with respect to mergers, guarantees and preservation and dispositions of assets.
Events of Default. The Vlissingen Credit Facility also includes customary events of default, including nonpayment, breach of any provision or representation under the agreement, and certain cross-default and insolvency events. Upon the occurrence of an event of default, commitments under the Vlissingen Credit Facility may be terminated and amounts outstanding may be accelerated and declared immediately due and payable.
Covenant Compliance
As of June 30, 2026, we and our subsidiaries were in compliance with financial covenants or maintained availability above applicable covenant triggers.
Hancock County Industrial Revenue Bond s
As part of the purchase price for our acquisition of the Hawesville facility, we assumed IRBs which were issued in connection with the financing of certain solid waste disposal facilities constructed at the Hawesville facility. The IRBs bore interest at a variable rate not to exceed 12 % per annum determined weekly based upon prevailing rates for similar bonds in the industrial revenue bond market and interest on the IRBs is paid quarterly. The IRBs were secured by a letter of credit in the amount issued under our U.S. revolving credit facility and were scheduled to mature in April 2028. In connection with our sale of the Hawesville facility, on February 2, 2026, we effected a final draw under the letter of credit, defeased the IRBs and related Indenture, and irrevocably directed the Trustee to redeem the IRBs on April 1, 2026. Immediately following the final draw under the letter of credit, we terminated the letter of credit. As a result of the defeasance, the IRBs were considered extinguished as of February 2, 2026. The Trustee redeemed the IRBs on April 1, 2026.
Surety Bond Facility
As part of our normal business operations, we are required to provide surety bonds or issue letters of credit in certain states in which we do business as collateral for certain workers' compensation obligations. In June 2022, we entered into a surety bond facility with an insurance company to provide such bonds when applicable. As of June 30, 2026, we had issued surety bonds totaling $ 6.6 million.
13. Commitments and Contingencies
We have pending against us or may be subject to various lawsuits, claims and proceedings related primarily to employment, commercial, stockholder, environmental, safety and health matters and are involved in other matters that may give rise to contingent liabilities. While the results of such matters and claims cannot be predicted with certainty, we believe that the ultimate outcome of any such matters and claims will not have a material adverse impact on our financial condition, results of operations or liquidity. However, because of the nature and inherent uncertainties of litigation and estimating liabilities, should the resolution or outcome of these actions be unfavorable, our business, financial condition, results of operations and liquidity could be materially and adversely affected.
In evaluating whether to accrue for losses associated with legal or environmental contingencies, it is our policy to take into consideration factors such as the facts and circumstances asserted, our historical experience with contingencies of a similar nature, the likelihood of our prevailing and the severity of any potential loss. For some matters, no accrual is established because we have assessed our risk of loss to be remote. Where the risk of loss is probable and the amount of the loss can be 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.
Legal Contingencies
Ravenswood Retiree Medical Benefits
In November 2009, Century Aluminum of West Virginia ("CAWV") filed a class action complaint for declaratory judgment against the United Steel, Paper and Forestry, Rubber, Manufacturing, Energy, Allied Industrial and Service Workers International Union ("USW"), the USW’s local and certain CAWV retirees, individually and as class representatives ("CAWV Retirees"), seeking a declaration of CAWV’s rights to modify/terminate retiree medical benefits. Later in November 2009, the USW and representatives of a retiree class filed a separate suit against CAWV, Century Aluminum Company, Century Aluminum Master Welfare Benefit Plan, and various John Does with respect to the foregoing. On August 18, 2017, the District Court for the Southern District of West Virginia approved a settlement agreement in respect of these actions. Pursuant to the agreement, CAWV agreed to make payments into a trust for the benefit of the CAWV Retirees in the aggregate amount of $ 23.0 million over the course of 10 years. Upon approval of the settlement, we paid $ 5.0 million to the aforementioned trust in
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CENTURY ALUMINUM COMPANY
Condensed Notes to the Consolidated Financial Statements (continued)
(amounts in millions, except share and per share amounts)
(Unaudited)
September 2017 and recognized a gain of $ 5.5 million to arrive at the then-net present value of $ 12.5 million. CAWV has agreed to pay the remaining amounts under the settlement agreement in annual increments of $ 2.0 million for nine years , ending in 2026. As of June 30, 2026, $ 2.0 million was recorded in Accrued and other current liabilities .
Hawesville Partial Withdrawal
The union-represented employees at Hawesville are part of a United Steel, Paper and Forestry, Rubber, Manufacturing, Energy, Allied Industrial and Service Workers International Union ("USW") sponsored multi-employer pension plan. If a participating employer chooses to stop participating in a multi-employer plan, the employer may be required to pay the plan an amount based on the underfunded status of the plan, referred to as a withdrawal liability under the Employee Retirement Income Security Act of 1974. On February 13, 2026, we terminated our labor agreement with USW for former employees at our Hawesville facility. As a result of the termination, the Company recognized a partial withdrawal liability of $ 5.7 million. Although the liability represents our best estimate of the partial withdrawal liability at this time, actual costs could differ based on final funding assessments. We estimate our cash obligation to be $ 0.6 million quarterly for the next eight quarters and one final payment of $ 0.5 million in the last quarter. As of June 30, 2026, remaining partial withdrawal liability was $ 5.1 million with $ 2.3 million recorded in Accrued compensation and benefits and $ 2.8 million in Accrued benefits costs - less current portion in the condensed consolidated balance sheets.
Power Commitments and Contingencies
Sebree
Sebree has a power supply arrangement with Kenergy and Century Marketer, LLC ("Century Marketer"), Century's wholly-owned subsidiary. Sebree gets access to power at MISO pricing plus transmission and other costs. As the MISO Market Participant, Century Marketer purchases power from MISO for resale to Kenergy, which then resells the power to Sebree. Century Marketer's power supply arrangement with Kenergy has an effective term through May 31, 2028, with automatic one-year extensions unless either party provides one-year notice of termination prior to the May 31 anniversary date. Similarly, Kenergy's power supply contract with Sebree has a term through December 31, 2027, with automatic one-year extensions unless either party provides one-year notice of termination prior to the December 31 anniversary date.
Mt. Holly
Century Aluminum of South Carolina ("CASC") has a power supply agreement with Santee Cooper that has an effective term through December 2031. Under this power supply agreement, 100 % of Mt. Holly’s electrical power requirements are supplied from Santee Cooper’s generation at cost of service based rates. The contract provides sufficient energy to allow Mt. Holly to operate at full production capacity.
Grundartangi
Grundartangi has power purchase agreements for approximately 545 MW of aggregate power with HS Orka hf ("HS"), Landsvirkjun and Orkuveita Reykjavikur ("OR"). These power purchase agreements have terms that were set to expire on various dates from 2026 through 2036 (subject to extension). The power purchase agreements with each of HS and OR provide power at LME-based variable rates for the duration of these agreements. The larger Landsvirkjun agreement provides for fixed rate with an additional variable rate linked to the LME. Grundartangi also has a separate 25 MW power purchase agreement with Landsvirkjun at an LME-based variable rate. Grundartangi has negotiated extensions to and/or updated power purchase agreements with expirations on various dates from 2031 to 2037.
Insurance Contingencies
We carry insurance policies to compensate us for certain losses, including property damage and business interruption. When recovery of property damage loss or other directly related expenses through insurance proceeds is demonstrated to be probable, an asset is recorded that offsets the loss or expenses up to the amount of the total loss or expenses within the period. Proceeds received from insurance claims in excess of losses and directly related expenses incurred within the period as well as proceeds received from business interruption insurance claims are recorded as a gain. No gain is recorded until it is realized or realizable, generally after the receipt of the proceeds.
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CENTURY ALUMINUM COMPANY
Condensed Notes to the Consolidated Financial Statements (continued)
(amounts in millions, except share and per share amounts)
(Unaudited)
In November 2024, a transformer unit that powers one of Grundartangi's two potlines failed. Accordingly, production output from the second potline decreased. In October 2025, following the failure of another transformer unit, production from the second potline ceased due to diminished power supply. The cessation of the second potline resulted in a temporary reduction of output at our Grundartangi facility by about two-thirds. We filed a claim with our insurer to recover insurance losses related to property damage and the absent margin that we would have realized if production output was not affected.
The following table presents information on insurance proceeds received in connection with the Grundartangi insurance claim, expense recoveries and the Gain on insurance proceeds for the three and six months ended June 30, 2026.
Three months ended
June 30, 2026 Six months ended
June 30, 2026
Proceeds received $ 46.1 $ 83.1
Directly related expense recovery recognized in Cost of goods sold $ 6.0 $ 10.0
Gain on insurance proceeds $ 40.1 $ 73.1
Other Commitments and Contingencies
Labor Commitments
The bargaining unit employees at our Grundartangi, Vlissingen, Sebree and Jamalco facilities are represented by labor unions, representing approximately 57 % of our total workforce.
Approximately 89 % 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. This agreement is effective through December 31, 2029.
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. The FME negotiates working conditions with trade unions on behalf of its members, which, when agreed upon, are then applicable to all employees of Vlissingen. The current labor agreement is effective through December 31, 2026.
Approximately 35 % of our U.S. based work force is represented by USW through separately negotiated labor agreements for each facility. The labor agreement for Hawesville employees was effective through April 1, 2026, but was terminated early on February 13, 2026. Mt. Holly employees are not represented by a labor union. Century Sebree's labor agreement with the USW for its employees is effective through October 28, 2028.
Approximately 63 % of Jamalco’s work force is represented by the Union of Technical, Administrative, and Supervisory Personnel ("UTASP") through separately negotiated labor agreements for hourly and salaried employee groups. Both contracts were effective through December 31, 2023. Jamalco is currently in the process of negotiating new contracts with both the salaried and hourly employee groups. Until new contracts are reached, employees will continue to operate under the current agreements.
Contingent obligation
We have a contingent obligation in connection with the "unwind" of a contractual arrangement between CAKY, Big Rivers Electric Corporation ("Big Rivers") and a third party and the execution of a long-term cost-based power contract with Kenergy, a member of a cooperative of Big Rivers, in July 2009. This contingent obligation consists of the aggregate payments made to Big Rivers by the third party on CAKY’s behalf in excess of the agreed upon base amount under the long-term cost-based power contract with Kenergy. As of June 30, 2026, the principal and accrued interest for the contingent obligation was $ 21.5 million, which was fully offset by a derivative asset. We may be required to make installment payments for the contingent obligation in the future. These payments are contingent based on the LME price of primary aluminum and the level of Hawesville’s operations. Interest accrues at an annual rate equal to 11.00 % . Based on the fact that we recently sold the Hawesville property, which is to be developed into a data center, 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.
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CENTURY ALUMINUM COMPANY
Condensed Notes to the Consolidated Financial Statements (continued)
(amounts in millions, except share and per share amounts)
(Unaudited)
14. Shareholders' Equity
Common Stock
As of June 30, 2026 and December 31, 2025, we had 195,000,000 shares of common stock, $ 0.01 par value per share, authorized under our Restated Certificate of Incorporation, of which 106,179,816 shares were issued and 98,993,295 shares were outstanding at June 30, 2026, and 106,155,528 shares were issued and 98,969,007 shares were outstanding at December 31, 2025.
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 we may designate and issue in the future.
Preferred Stock
As of June 30, 2026 and December 31, 2025, 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. Depending upon the terms of preferred stock established by our Board of Directors, any or all of the preferred stock could have preference over the common stock with respect to dividends and other distributions and upon the liquidation of Century. In addition, issuance of any shares of preferred stock with voting powers may dilute the voting power of the outstanding common stock. As of June 30, 2026 and December 31, 2025, there were no shares of preferred stock issued or outstanding.
Stock Repurchase Program
In 2011, our Board of Directors authorized a $ 60.0 million common stock repurchase program and during the first quarter of 2015, our Board of Directors increased the size of the program by $ 70.0 million. Under the program, Century is authorized to repurchase up to $ 130.0 million of our outstanding shares of common stock, from time to time, on the open market at prevailing market prices, in block trades or otherwise. 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. The stock repurchase program may be suspended or discontinued at any time.
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. From time to time, treasury shares may be reissued as contributions to our employee benefit plans and for the conversion of convertible preferred stock. When shares are reissued, we use an average cost method for determining cost. The difference between the cost of the shares and the reissuance price is added to or deducted from additional paid-in capital.
Through June 30, 2026 we repurchased 7,186,521 shares of common stock for an aggregate purchase price of $ 86.3 million. We have made no repurchases since April 2015 and have approximately $ 43.7 million remaining under the repurchase program authorization as of June 30, 2026.
15. Business Segments
The Company is a producer of primary aluminum and alumina. 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. 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. GAAP measure of consolidated Net Income to develop forecasting, to evaluate the Company’s overall profitability and financial performance and to make key operating decisions, such as the allocation of resources.
Neither the Company's three smelters nor Jamalco’s mining and refining operations meet the definition of operating segments. As a result, the Company has determined that it has only one operating and only one reportable segment, and that segment is managed on a consolidated basis. 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.
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CENTURY ALUMINUM COMPANY
Condensed Notes to the Consolidated Financial Statements (continued)
(amounts in millions, except share and per share amounts)
(Unaudited)
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.
The following table presents information about the Company's single segment for the three and six months ended June 30, 2026 and 2025.
Three months ended
June 30, Six months ended
June 30,
2026 2025 2026 2025
Net sales $ 752.1 $ 628.1 $ 1,401.3 $ 1,262.0
Segment Cost of goods sold (1),(2)
( 532.9 ) ( 593.2 ) ( 1,070.1 ) ( 1,165.6 )
IRA Section 45X tax credit (1),(3)
26.3 21.9 51.3 41.8
Lower of cost or NRV inventory adjustment (1),(4)
( 4.3 ) 1.2 ( 1.0 ) 1.9
Property and equipment expense (1),(5)
( 13.3 ) ( 24.4 ) ( 34.8 ) ( 49.2 )
Selling, general and administrative expenses ( 15.9 ) ( 14.0 ) ( 41.7 ) ( 26.5 )
Gain on the sale of Hawesville — — 287.9 —
Other operating expenses - net ( 0.4 ) ( 1.5 ) ( 7.3 ) ( 3.5 )
Interest expense - nonaffiliates ( 9.5 ) ( 9.8 ) ( 19.4 ) ( 19.8 )
Interest expense - affiliates ( 0.6 ) ( 1.9 ) ( 1.2 ) ( 3.7 )
Interest income 4.4 1.9 7.5 3.7
Net gain (loss) on forward and derivative contracts - nonaffiliates 7.1 ( 15.6 ) ( 58.2 ) ( 21.0 )
Gain on insurance proceeds - net 40.1 — 73.1 —
Other income (loss) - net 3.8 ( 5.7 ) ( 1.7 ) ( 9.1 )
Income tax (expense) benefit ( 12.1 ) 1.3 ( 13.9 ) ( 0.3 )
Equity in losses of unconsolidated subsidiaries ( 1.0 ) $ — ( 1.0 ) $ —
Net income (loss) $ 243.8 $ ( 11.7 ) $ 570.8 $ 10.7
(1) Indicates a component of Cost of goods sold.
(2) Includes raw materials, labor, energy, freight costs, FIFO inventory adjustments and other direct cost of goods sold.
(3) Advanced production credit related to Section 45X of the IRA.
(4) Includes inventory revaluation to lower of cost or net realizable value and changes in inventory reserve.
(5) Represents the depreciation expenses and expenses related to leased assets that are directly related to the cost of goods sold.
16. Variable Interest Entity
The Company consolidates Jamalco, a bauxite mining and alumina refinery in Jamaica, under the variable interest entity ("VIE") model. Jamalco lacks sufficient equity investment at risk in accordance with relevant guidance. Based on its purpose and design, Jamalco is expected to require additional subordinated financial support, such as those in the form of equity contributions or other forms of subordinated financing, which the Company expects would require parent guarantees.
The Company owns a 55 % ownership interest in Jamalco through its wholly-owned subsidiary, GAJL, which serves as the managing partner. The Company is responsible for funding 55 % of Jamalco's operating costs and capital requirements and is not obligated to provide additional financial support beyond its equity interest. Upon acquisition, the Company made an immediate equity contribution to Jamalco and has provided subsequent financing of costs for Jamalco to perform its activities in the ordinary course of business.
The Company obtains direct ownership of our 55 % share of Jamalco’s outputs and purchases the remaining 45 % of the output from the Government of Jamaica. Through direct ownership and purchase, 100 % of Jamalco’s output is either retained and utilized in the Company’s business operations or sold by the Company. The Company’s consolidated statement of cash
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CENTURY ALUMINUM COMPANY
Condensed Notes to the Consolidated Financial Statements (continued)
(amounts in millions, except share and per share amounts)
(Unaudited)
flows reflects 100 % of cash flows related to the Jamalco operations. The Company receives cash proceeds from the Government of Jamaica for its 45 % interest of the Jamalco operating costs and capital requirements.
Although our partner has certain participating rights over some decisions of the entity, the Company has power over the majority of key activities at Jamalco that significantly affect its economic performance over which the counterparty does not have such participating rights; therefore, the Company is the primary beneficiary of the VIE.
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, 2026 and December 31, 2025.
June 30, 2026 December 31, 2025
ASSETS
Cash and cash equivalents $ 2.1 $ 4.6
Accounts receivable - net 0.2 0.1
Inventories 112.3 116.6
Prepaid and other current assets 12.8 8.9
Total current assets 127.4 130.2
Property, plant and equipment - net 447.4 426.3
Other assets 12.3 12.0
TOTAL $ 587.1 $ 568.5
LIABILITIES
LIABILITIES:
Accounts payable, trade $ 55.1 $ 49.0
Accrued compensation and benefits 12.9 11.7
Due to affiliates 28.2 17.3
Accrued and other current liabilities 6.0 8.2
Total current liabilities 102.2 86.2
Accrued benefits costs - less current portion 28.0 32.2
Other liabilities 62.9 62.1
Asset retirement obligations - less current portion 52.4 46.6
Total noncurrent liabilities 143.3 140.9
TOTAL
$ 245.5 $ 227.1
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FORWARD-LOOKING STATEMENTS
This quarterly report includes "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995, which are subject to the "safe harbor" created by section 27A of the Securities Act of 1933, as amended, and section 21E of the Securities Exchange Act of 1934 (the "Exchange Act"), as amended. Forward-looking statements are statements about future events and are based on our current expectations. These forward-looking statements may be identified by the words "believe," "expect," "hope," "target," "anticipate," "intend," "plan," "seek," "estimate," "potential," "project," "scheduled," "forecast" or words of similar meaning, or future or conditional verbs such as "will," "would," "should," "could," "might," or "may."
Forward-looking statements in this quarterly report and in our other reports filed with the Securities and Exchange Commission (the "SEC"), for example, may include, but are not limited to, statements regarding:
• Our assessment of global and local financial and economic conditions;
• Our assessment of the alum inum market and aluminum prices (including premiums);
• Our assessment of prices of our key raw materials and supply and availability of those key raw materials, including alumina, coke, pitch and aluminum fluoride;
• Our assessment of power prices and availability, including any potential curtailments or other disruptions in the supply of power;
• The impact of the wars in Ukraine and in the Middle East, including any sanctions and export controls targeting Russia and businesses or individuals tied to Russia;
• The future financial and operating performance of the Company and its subsidiaries;
• Our ability to successfully manage market risk and to control or reduce costs;
• Our plans and expectations with respect to future operations of the Company and its subsidiaries, including any plans and expectations to curtail or restart production, including the expected impact of any such actions on our future financial and operating performance;
• Our plans and expectations with regards to the restart of curtailed production at Mt. Holly including the timing, costs and benefits associated with restarting curtailed production;
• Any future impact of the equipment failure at Grundartangi and related events on our financial and operating performance;
• The timing of our ability to return our operating facilities to full and normal operation following equipment failure or other extraordinary events including our expectations as to timing for bringing our Grundartangi facility back to 100% and returning Jamalco to full and normal operation following the restart after Hurricane Melissa;
• Our ability to recover losses from our insurance, including with respect to losses incurred in connection with the October 2025 equipment failure at Grundartangi;
• The timing and terms of the data center being constructed on our former Hawesville site to commence commercial operations and our ability to require Raylan Data Holdings LLC to repurchase our minority interest therein;
• 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;
• 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. and certain foreign deferred tax assets and liabilities;
• Our ability to qualify for and realize potential tax benefits under the Inflation Reduction Act of 2022 and the anticipated amounts of such benefits;
• Our expectations regarding the availability of the $500 million DOE funding to our new smelter project, including our ability to raise additional capital through additional grants, incentives, subsidized loans and other debt and equity funding to support construction of a new aluminum smelter and our ability to successfully complete our new smelter project;
• The likelihood of our formalizing a joint venture with Emirates Global Aluminium for the new smelter project, and if we do, our ability to secure necessary power arrangements for the project on commercially reasonable terms, to timely complete construction of the project on budget, and to commence profitable operations;
• Our ability to access existing or future financing arrangements and the terms of any such future financing arrangements;
• Our ability to repay or refinance debt in the future;
• Our assessment and estimates of our pension and other postretirement liabilities, legal and environmental liabilities and other contingent liabilities;
• Our assessment of any future tax audits and expected outcomes;
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• Negotiations with current labor unions or future representation by a union of our employees;
• Our assessment of any information technology-related risks, including the risk from cyberattacks or other data security breaches;
• 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; and
• Our future business objectives, plans, strategies and initiatives, including our competitive position and prospects.
Where we express an expectation or belief as to future events or results, such expectation or belief is expressed in good faith and believed to have a reasonable basis. However, our forward-looking statements are based on current expectations and assumptions that are subject to risks and uncertainties which may cause actual results to differ materially from future results expressed, projected or implied by those forward-looking statements. Important factors that could cause actual results and events to differ from those described in such forward-looking statements can be found in the risk factors and forward-looking statements cautionary language contained in Item 1A. Risk Factors in our Annual Report on Form 10-K, quarterly reports on Form 10-Q and in other filings made with the SEC. Although we have attempted to identify those material factors that could cause actual results or events to differ from those described in such forward-looking statements, there may be other factors that could cause actual results or events to differ from those anticipated, estimated or intended. Many of these factors are beyond our ability to control or predict. Given these uncertainties, the reader is cautioned not to place undue reliance on our forward-looking statements. We undertake no obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future events, or otherwise.
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Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.