10q10k10q10k.net

What changed in CENTURY ALUMINUM CO's 10-K2023 vs 2024

vs

Paragraph-level year-over-year comparison of CENTURY ALUMINUM CO's 2023 and 2024 10-K annual filings, covering the Business, Risk Factors, Legal Proceedings, Cybersecurity, MD&A and Market Risk sections. Every new, removed and edited paragraph is highlighted side-by-side so you can see exactly what management changed in the 2024 report.

+300 added245 removedSource: 10-K (2025-03-03) vs 10-K (2024-03-15)

Top changes in CENTURY ALUMINUM CO's 2024 10-K

300 paragraphs added · 245 removed · 172 edited across 8 sections

Item 1. Business

Business — how the company describes what it does

0 edited+58 added21 removed0 unchanged
Removed
Item 1. Business - Key Production Costs - Electrical Power Supply Agreements for additional information about these market-based power agreements. Power is supplied to Grundartangi from hydroelectric and geothermal sources under long-term power purchase agreements. These power purchase agreements, which will expire on various dates from 2026 through 2036 (subject to extension), currently primarily provide power at LME-based variable rates.
Added
Item 1. Business . Facility Ownership Hawesville 100% Owned Sebree 100% Owned Mt.
Removed
At this time, the price of approximately 20% of Grundartangi's power requirements is linked to the market price for power in the Nord Pool power market 2023 and beginning January 1, 2024 through December 31, 2026, this agreement allows for fixed rates plus a small variable rate portion, which is predominantly hedged.
Added
Holly 100% Owned Grundartangi Facility 100% owned; long-term ground lease Vlissingen Facility 100% owned; long-term ground lease Jamalco 55% Joint venture interest; long-term ground lease Chicago Corporate Office Long-term office lease Bauxite Mining Properties Century has access to large bauxite deposit areas with mining rights that extend in many cases more than 12 years from the date of this Form 10-K.
Removed
From time to time, we may manage our exposure to fluctuations in the market price of power through financial instruments designed to protect our downside risk exposure.
Added
The Company obtains bauxite from its own resources in Jamaica. Tonnes of bauxite are reported on a zero-moisture basis in millions of dry metric tonnes (mdmt) unless otherwise stated.
Removed
Electrical Power Price Sensitivity Given our market-based power supply agreements, we have electrical power price risk for our operations, whether due to fluctuations in the price of power available on the MISO or Nord Pool power markets or the price of natural gas.
Added
As used in this Form 10-K, the terms “mineral resource,” “measured mineral resource,” “indicated mineral resource,” “inferred mineral resource” and “mineral reserve” are defined and used in accordance with subpart 1300 of Regulation S-K.
Removed
Power represents one of our largest operating costs, so changes in the price and/or availability of market power could significantly impact the profitability and viability of our operations.
Added
Under subpart 1300 of Regulation S-K, mineral resources may not be classified as “mineral reserves” unless the determination has been made by a qualified person (as defined under subpart 1300 of Regulation S-K) that the mineral resources can be the basis of an economically viable project.
Removed
Transmission line outages, problems with grid stability or limitations on energy import capability could also increase power prices, disrupt production through pot instability or force a curtailment of all or part of the production at these facilities.
Added
The approach to mining at Jamalco is such that in the qualified person's opinion, the documented mineral reserves are too small to merit reporting and as such, mineral reserves are not included in the discussion below. Refer to “Property History and Condition” below for more information on why reportable reserves are not available.
Removed
In addition, indirect factors that lead to power cost increases, such as any increasing prices for natural gas or coal, fluctuations in or extremes in weather patterns or new or more stringent environmental regulations may severely impact our financial condition, results of operations and liquidity.
Added
Part or all of the mineral deposits (including any mineral resources) in these categories may never be converted into mineral reserves. Further, except for the portion of mineral resources reclassified as mineral reserves, mineral resources do not have demonstrated economic value.
Removed
The consumption shown in the table below reflects each operation at 100% production capacity and does not reflect production curtailments. Electrical power price sensitivity by location: Hawesville Sebree Mt.
Added
Estimates of inferred mineral resources have too high of a degree of uncertainty as to their existence and may not be converted to a mineral reserve.
Removed
Holly Grundartangi Total Expected average load (in megawatts ("MW")) 482 385 400 537 1,804 Annual expected electrical power usage (in megawatt hours ("MWh")) 4,222,320 3,372,600 3,504,000 4,704,120 15,803,040 Annual cost impact of an increase or decrease of $1 per MWh (in millions) $ 4.2 $ 3.4 $ 3.5 $ 4.7 $ 15.8 Foreign Currency We are exposed to foreign currency risk due to fluctuations in the value of the U.S. dollar as compared to the Iceland krona ("ISK"), the Euro, the Chinese renminbi, the Jamaican dollar and other currencies.
Added
Therefore, it should not be assumed that all or any part of an inferred mineral resource exists, that it can be the basis of an economically viable project, or that it will ever be upgraded to a higher category.
Removed
Grundartangi’s labor costs, part of its maintenance costs and other local services are denominated in ISK and a portion of its anode costs are denominated in Euros and Chinese renminbi. We also have deposits denominated in ISK in Icelandic banks, and our estimated payments of Icelandic income taxes and any associated refunds are denominated in ISK.
Added
Likewise, it should not be assumed that all or any part of measured or indicated mineral resources will ever be converted to mineral reserves. Management relies on estimates of our recoverable mineral reserves, which estimation is complex due to geological characteristics of the properties and the number of assumptions made and variable factors, some of which are beyond our control.
Removed
Vlissingen's labor costs, maintenance costs and other local services are denominated in Euros and our existing Nord Pool power price swaps described above are settled in Euros. Further, Jamalco's labor costs, maintenance costs, and other local services are denominated in Jamaican dollars.
Added
The information that follows is derived from the technical report summary relating to the property prepared in compliance with Item 601(b)(96) and subpart 1300 of Regulation S-K by Aluminium Industry Professionals Inc. (“Aluminpro”), which we engaged as a qualified person as defined under subpart 1300 of Regulation S-K.
Removed
We also have deposits denominated in Jamaican dollars in Jamaican banks and our estimated payments of Jamaican income taxes and any associated refunds are denominated in Jamaican dollars.
Added
No employee of Aluminpro is an employee of the Company, and Aluminpro is not affiliated with the Company or with any other entity that has an ownership, royalty, or other interest in Jamalco or the mining properties. The scientific and technical information concerning our mineral resources in this Form 10-K have been reviewed and approved by Aluminpro.
Removed
As a result, an increase or decrease in the value of those currencies relative to the U.S. dollar would affect Grundartangi’s, Vlissingen's and Jamalco's operating margins. 44 We may manage our exposure by entering into foreign currency forward contracts or option contracts for forecasted transactions and projected cash flows for foreign currencies in future periods.
Added
Portions of the following information are based on assumptions, qualifications, and procedures that are not fully described herein.
Removed
We have entered into financial contracts to hedge the risk of fluctuations associated with the Euro under our power price swaps described above (the "FX swaps").
Added
Reference should be made to the full text of the Technical Report Summary dated February 27, 2025, with an effective date of December 31, 2024, filed as Exhibit 96.1 to this Form 10-K (the “Jamalco TRS”). 26 Property Location and Description Jamalco holds two Special Mining Leases, Special Mining Lease 130 ("SML 130") and Special Mining Lease 169 ("SML 169") in the southwestern region of Jamaica within the Parishes of Clarendon and Manchester and one Special Exclusive Prospecting License 580 ("SEPL 580") is in the St Catherine Parish in the southeastern region of Jamaica.
Removed
Natural Economic Hedges Any analysis of our exposure to the commodity price of aluminum should consider the impact of natural hedges provided by certain contracts that contain pricing indexed to the LME price for primary aluminum.
Added
On October 7, 1991, under SML 130, the Government of Jamaica granted Jamalco the rights to explore and mine the bauxite in the leased area for a period of 40 years, expiring in 2031. The center of SML 130 is located at 18°02’N and 77°25’W and covers 137.3mi 2 .
Removed
Certain of our alumina contracts and a substantial portion of Grundartangi’s electrical power requirements are indexed to the LME price for primary aluminum and provide a natural hedge for a portion of our production.
Added
The lease guarantees that no other company will be allowed to mine for bauxite in the leased area. Jamalco may surrender lands to the Government of Jamaica that it has mined out and restored or lands it no longer wishes to retain free of charge.
Removed
Risk Management Any metals, power, natural gas and foreign currency risk management activities are subject to the control and direction of senior management within guidelines established by Century’s Board of Directors. These activities are regularly reported to and reviewed by Century’s Board of Directors.
Added
Conversely, the Government of Jamaica may rescind lands under the mining lease that it deems necessary in the national interest of Jamaica: such lands will not be made available to other bauxite users.
Removed
Fair Values and Sensitivity Analysis The following tables present the fair values of our derivative assets and liabilities as of year-end 2023 and 2022 and the effect on the fair value of a hypothetical ten percent (10%) adverse change in the market prices in effect at December 31, 2023 and 2022.
Added
On January 1, 2003, the Government of Jamaica granted Jamalco under SML 169 the rights to explore and mine the bauxite in the lease area for a period of 40 years, expiring in 2043. The center of SML 169 is at 18°10’24’’N and 77°33’15’’W and covers 46.0mi 2 .
Removed
Our risk management activities do not include any trading or speculative transactions.
Added
The conditions of the lease are the same as the conditions for SML 130. On June 7, 2016, the Government of Jamaica granted Jamalco under SEPL 580 the right to explore exclusively for bauxite in the license area. The license is renewable annually and currently valid until June 2025.
Removed
Asset Fair Value Fair Value with 10% Adverse Price Change 2023 2022 2023 2022 Commodity contracts (1) $ 2.9 $ 129.1 $ 0.5 $ 100.7 Foreign exchange contracts (2) — — — — Total $ 2.9 $ 129.1 $ 0.5 $ 100.7 Liability Fair Value Liability Fair Value with 10% Adverse Price Change 2023 2022 2023 2022 Commodity contracts (1) 7.8 $ 23.7 15.3 $ 46.0 Foreign exchange contracts (2) 0.1 7.3 0.6 16.0 Total $ 7.9 $ 31.0 $ 15.9 $ 62.0 (1) Commodity contracts reflect our outstanding LME forward financial sales contracts, fixed for floating swaps, and HFO price swaps.
Added
The center of SEPL 580 is at approximately 18°04’N and 77°25’W and covers 59.7mi 2 . Jamalco’s refinery is located at 17°54’N and 77°14’30’’W and the dedicated port is located at Rocky Point on Jamaica’s south coast at 17°49’N and 77°10’W approximately 8.7mi to the southeast of the refinery.
Removed
(2) Foreign exchange contracts reflect our outstanding FX swaps and the casthouse currency hedges. 45
Added
Mining by Jamalco is subject to the Mining Act of 1947 ("the Mining Act") and its subsequent amendments and the lease agreements. It provides the holder of a mining lease with full access to land granted with the exclusive right to explore and mine bauxite.
Added
Many lands are held by private owners and, prior to prospecting or mining, Jamalco is required to give notice to the owner and provide compensation. 27 Refer to the Jamalco TRS in Sections 2 through 5 for more information on the Jamalco property location, history and topography.
Added
Infrastructure Jamalco has three office locations, a refinery, a rope conveyor and a railway. Jamalco’s mining and refinery operations may be reached by a toll road from the center of Kingston, approximately a one hour drive west of Kingston, the administrative capital and main business center of the island.
Added
Jamaica has multiple daily air and sea connections to the United States, Canada, and United Kingdom. The bauxite deposits are distributed throughout the region in communities of local residents, served by an extensive road system and infrastructure providing services to these communities. The deposits are connected to the central stockpile at St Jago by internal private haul roads.
Added
Access to the deposits is also available through public roads, but these roads are generally not used for transporting bauxite. Jamalco haul roads occasionally cross public roads. The crossings are controlled by contractors directly employed by Jamalco.
Added
Many deposits occur on the higher Manchester plateau which is connected to the stockpile at St Jago via an aerial ropeway cable conveyor over the face of a steep, rugged limestone escarpment.
Added
The conveyor is 3.4 km in length with a capacity up to 1,000 tonnes of bauxite per hour from the load station at Mount Oliphant, at an elevation 1750 ft or 533m, to the rail head at St Jago, elevation 150 ft or 46 m.
Added
From St Jago, the bauxite is transported to the alumina refinery by a dedicated 18.0 km rail system, controlled and operated by Jamalco 24 hours per day, 6 days per week and approximately 9 rail trips are made each day transporting bauxite.
Added
At the refinery the bauxite is processed through the Bayer Process resulting in red mud residue which is disposed of within the residue lakes near the refinery. Alumina is transported from the refinery by the rail line to the Rocky Point Port on the southern coast, again a distance of 18.0 km.
Added
Approximately 900 employees work in the refinery and related facilities such as the laboratory and port. Jamalco has employed three mining contractors to carry out the following tasks: road development, pit preparation, mining and stockpiling, train loading and rehabilitation of mined pits. The combined workforce for operations and maintenance is 328 contractor employees.
Added
Refer to the Jamalco TRS in Sections 14 and 15 for more information on infrastructure. Property History and Condition Studies and exploration for bauxite first began in Jamaica in 1944, with bauxite mining beginning in 1952.
Added
Alcoa was first granted mining concessions for the property in Clarendon, creating a mining joint venture in 1959 and beginning bauxite mining and exporting in 1963. The Company also built an alumina refinery in Clarendon that commenced operations in 1972 at an annual capacity of 0.5mdmt drawing on bauxites from the Mocho Mountain region upper Clarendon.
Added
Jamalco was formed in 1988 when the Government of Jamaica acquired a 50% interest in Alcoa’s mining and refining operations, with Alcoa remaining the managing partner. In December 2014, Alcoa sold its stake in Jamalco to the Noble Group. In May 2023 the Company purchased the interest from the Noble Group.
Added
General Alumina Jamaica Limited is the managing partner of the Jamalco joint venture. Jamalco's bauxite consists of many deposits that occur as infilling within depressions on an eroded limestone surface. Referred to as a karst topography, these depressions result from the solution of the limestone over time.
Added
The shape of a typical deposit crudely resembles an inverted, flattened cone whose surface may cover many hectares. Exploration for bauxite continues to be conducted on a regular basis to maintain sufficient mineral resources and reserves to meet refinery supply.
Added
At the start of mining, most identified deposits were on public land where the Company had ready access for drilling and mining within the constraints of restrictions imposed by the Mining Act. Currently, most of the remaining bauxite deposits are on private land parcels, which may have multiple owners.
Added
This situation of multiple ownership of deposits, typical of Jamaica, calls for a unique approach to detailed exploration, mine planning and bauxite extraction which has resulted in a lack of reportable mineral reserves.
Added
Specifically, Jamalco has a policy that once a consolidated land position is attained, then production in-fill drilling and mining is immediately initiated in order to minimize the outlay of capital. As such, it is Aluminpro’s opinion that the reserves are too small to merit reporting.
Added
This practice has been the basis for mine planning, extraction, blending and processing of bauxites in this area over the last 50 years and has supported a technically and 28 economically viable operation. Despite our operations, under subpart 1300 of Regulation S-K, we are considered an “exploration stage” company because we do not have mineral reserves to disclose.
Added
The Jamalco facilities, including equipment, are in a maintained condition. Net book value of these facilities and equipment as of December 31, 2024 of $190.7 million is included in Property, plant and equipment, net on the Consolidated Balance Sheets. Jamalco has prepared capital projects to increase the proportion SML 169 bauxite to 55 % of the refinery feed.
Added
An overall capital investment of $70.5 million has been estimated to cover mine development and installation of the necessary equipment from 2025 to 2027. Refer to the Jamalco TRS in Section 5 for more information on the property history and condition. Mining Method and Processing Operations Jamalco’s resources are based on exploration done by Jamaican Bauxite Institute (“JBI”).
Added
For an accessible deposit and planning production drilling, ArcGIS software is used to produce a background image showing the created grid, JBI grid and JBI drill holes, which is then uploaded to GPS receivers. This is utilized in the field by the drillers to peg production drillholes. Additionally, a 3-D outline is generated within the orebody outline.
Added
This process is also completed in AutoCAD, where both exploration and production drillhole coordinates are used to generate a surface from which the 3-D outline is produced. Once the production drilling is completed with assays, AutoCAD plans are prepared with grades and thicknesses that are passed on to the mine operators. Production drilling is essentially quality control in-fill drilling.
Added
Parcel maps are created for the production crew, showing color-coded grade information which enables selection of mining for stockpiling. Once mined, Jamalco utilizes the Bayer Process to extract alumina from bauxite. The processing plant is a fixed plan for ore crushing and washing.
Added
Refer to the Jamalco TRS in Sections 12 and 14 for more information on the mining method and processing operations. Bauxite Mineral Resources The tables shown below of resources were prepared using the results of the procedures performed by Aluminpro. As stated above, Jamalco has no reportable mineral reserves.
Added
Summary of Attributable Bauxite Mineral Resources Exclusive of Mineral Reserves at December 31, 2024: (tonnes shown in millions) Tonnes (1) AvAl 2 O 3 (2) (%) ReSiO 2 (3) (%) P 2 O 5 (4) (%) Measured mineral resources — — % — % — % Indicated mineral resources 27.0 38.22 % 3.03 % 1.06 % Measured + Indicated mineral resources 27.0 38.22 % 3.03 % 1.06 % Inferred mineral resources — — % — % — % (1) Represents the Company's 55% interest in the above-quoted mineral resources.
Added
The reference point for the mineral resource is the in situ predicted dry tonnage. (2) Available Alumina at Low Temperature (3) Reactive Silica (4) Phosphorous Cut-offs are based on a 35% AvAl 2 O 3 grade for the overall pit.
Added
The exception is Porus Victoria Township location where the value of this bauxite for blending allows for a cut-off of 30% AvAl 2 O 3 to be applied. ReSiO 2 grades should not exceed 6% on a pit basis; where high silica zones are encountered in mining such bauxites are flagged and are to be avoided in the extraction process.
Added
P 2 O 5 and goethite-hematite ratios are monitored for blending purposes, however no specific cut-offs are applied to constrain the resources. No call factors are applied to the above resource tonnages and grades. Metallurgical recovery is approximately 84% but has not been applied to these tonnages.
Added
The bauxite transfer price to the refinery is $12.46 per tonne and tonnage is reported on a bone-dry basis. All resource estimation is based on an in-situ density of 1.44 tonnes/m 3 . 29 The Company does not have mineral resource information at December 31, 2023 or December 31, 2022 for comparative purposes.
Added
Refer to the Jamalco TRS in Section 11 for more information on the mineral resource estimates, including key assumptions used. Exploration Activity Exploration at the property is completed using auger drilling. Deposits are identified by the slight topographic depressions across the limestone relief suggesting the potential for karst hosted bauxite mineralization.
Added
Aerial survey assists in the selection of potential deposits and a few prospecting auger holes allow for confirming the exploration target. At the start of operations, much of the area was owned by the government or by Jamalco and the local communities were less sensitive to bauxite development.
Added
Currently, the ownership of land parcels requires Jamalco to obtain sufficient rights before exploration is completed. Recent exploration has not been material to operations.
Added
The following table shows a summary of the deposits, drill holes, and assays completed at the property as of September 30, 2024: Deposits Holes Meters Sampled Analyses SML 130 152 4,542 24,244 15,890 SML 169 172 9,727 57,095 37,464 Internal Controls We have internal controls and procedures designed for quality assurance and quality control on the Company’s production activities and associated information for the estimation of mineral resources and reserves.
Added
These internal controls include surveying of drillhole collar location, drill sampling, collection and security, database verification and security and quality assurance and quality control programs. Internal controls used by the Company are informed by internal reviews and by reviews, audits, and studies performed by third-party mining consultants.
Added
We recognize the risks inherent in exploration, such as the geological complexity, interpretation and extrapolation of data, changes in operations, ongoing mine planning, or permitting requirements, macroeconomic conditions and new data, among others. See Item 1A. Risk Factors of this Form 10-K for more information on risks. Item 3.
Added
Legal Proceedings We are a party from time to time in various legal actions arising in the normal course of business, the outcomes of which, in the opinion of management, neither individually nor in the aggregate are likely to result in a material adverse effect on our financial position, operating results and cash flows.
Added
For information regarding material legal proceedings pending against us at December 31, 2024, refer to Note 17. Commitments and Contingencies to the consolidated financial statements included herein. Item 4. Mine Safety Disclosures Not applicable. 30 PART II

Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

73 edited+47 added16 removed51 unchanged
Biggest changeSources and Uses of Cash Our cash flows from operating, investing and financing activities as reflected in the consolidated statement of cash flows for the twelve months ended December 31, 2023, 2022 and 2021 are summarized below: Twelve months ended December 31, (in millions) 2023 2022 2021 Net cash provided by (used in) operating activities $ 105.6 $ 25.9 $ (64.7) Net cash used in investing activities (57.8) (85.5) (82.6) Net cash (used in) provided by financing activities (13.0) 74.4 103.7 Change in cash, cash equivalents and restricted cash $ 34.8 $ 14.8 $ (43.6) 36 Year Ended December 31, 2023 Compared to Year Ended December 31, 2022 Net cash provided by operating activities for 2023 was $105.6 million compared to $25.9 million in 2022.
Biggest changeSources and Uses of Cash Our cash flows from operating, investing and financing activities as reflected in the Consolidated Statements of Cash Flows for the twelve months ended December 31, 2024, 2023 and 2022 are summarized below: Twelve months ended December 31, (in millions) 2024 2023 2022 Net cash (used in) provided by operating activities $ (24.6) $ 105.6 $ 25.9 Net cash used in investing activities (67.3) (57.8) (85.5) Net cash provided by (used in) financing activities 37.3 (13.0) 74.4 Change in cash, cash equivalents and restricted cash $ (54.6) $ 34.8 $ 14.8 Year Ended December 31, 2024 Compared to Year Ended December 31, 2023 The change in net cash used in operating activities for the year ended December 31, 2024 compared to cash provided by operating activities for the year ended December 31, 2023 was driven by a increase in net working capital of $195.2 million primarily associated with increased inventory levels attributable to timing of shipments of fourth quarter production and higher uncollected receivables, including amounts related to the Manufacturing Credit Receivable, include $21.3 million related to 2023 costs recognized upon the issuance of final regulations published in the third quarter of 2024.
On October 1, 2021, we amended the PBGC Settlement Agreement (the "Amended PBGC Settlement Agreement") such that we removed the deferral mechanism and agreed to contribute approximately $2.4 million per year to our defined benefit pension plans for a total of approximately $9.6 million, over four years beginning on November 30, 2022 and ending on November 30, 2025, subject to acceleration if certain terms and conditions are met in such amendment.
On October 1, 2021, we amended the PBGC Settlement Agreement (the "Amended PBGC Settlement Agreement") such that we removed the deferral mechanism and agreed to contribute approximately $2.4 million per year to our defined benefit pension plans for a total of approximately $9.6 million, over four years beginning on November 30, 2022 and ending on November 30, 2025, subject to 41 acceleration if certain terms and conditions are met in such amendment.
Under this power supply agreement, 100% of Mt. Holly’s current electrical power requirements are supplied from Santee Cooper’s generation at cost of service based rates. In Iceland, approximately 70% of the power requirements for our Grundartangi plant are indexed to the price of primary aluminum, which provides a natural hedge of one of our largest production costs.
Under this power supply agreement, 100% of Mt. Holly’s current electrical power requirements are supplied from Santee Cooper’s generation at cost of service based rates. In Iceland, approximately 70% of the power requirements for our Grundartangi plant are fully-indexed to the price of primary aluminum, which provides a natural hedge of one of our largest production costs.
("CAWV") filed a class action complaint for declaratory judgment against the United Steel, Paper and Forestry, Rubber, Manufacturing, Energy, Allied Industrial and Service Workers 40 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.
("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.
On March 15, 2023, the ITC submitted a report to the United States Congress entitled, 'Economic Impact of Section 232 and 301 Tariffs on U.S. Industries,' in which the ITC found that the tariffs increased the production of domestic aluminum while causing prices to increase by less than two percent.
In March 2023, the ITC submitted a report to the United States Congress entitled, 'Economic Impact of Section 232 and 301 Tariffs on U.S. Industries,' in which the ITC found that the tariffs increased the production of domestic aluminum while causing prices to increase by less than two percent.
Although we believe that the assumptions used to estimate the market value of our inventory are reasonable, actual market conditions at the time our inventory is sold may be more or less favorable than management’s current estimates. 41 Pension and Other Postretirement Benefit Liabilities We sponsor several pension and OPEB plans.
Although we believe that the assumptions used to estimate the market value of our inventory are reasonable, actual market conditions at the time our inventory is sold may be more or less favorable than management’s current estimates. Pension and Other Postretirement Benefit Liabilities We sponsor several pension and OPEB plans.
Extreme weather events, such as that experienced in mid-February 2021 throughout the United States, the low rain levels experienced in Nordic regions during winter 2021 and 2022, can result in low generation, power outages and/or significant increases in demand, which may result in significant increased power costs incurred in our operations.
Extreme weather events, such as that experienced in mid-February 2021 throughout the United States, the low rain levels experienced in Nordic regions during winter 2021, 2022 and 2024, can result in low generation, power outages and/or significant increases in demand, which may result in significant increased power costs incurred in our operations.
Our foreign subsidiaries, together with Nordural US LLC, Century Aluminum Development LLC, Century Aluminum of West Virginia, Inc. and Century Aluminum Jamaica Holdings, Inc. are collectively referred to as the "Non-Guarantor Subsidiaries." We allocate corporate expenses or income to our subsidiaries and charge interest on certain intercompany balances.
Our foreign subsidiaries, together with Nordural US LLC, Century Aluminum Development LLC, Century Aluminum of West Virginia, Inc. and Century Aluminum Jamaica Holdings, Inc. are collectively referred to as the "Non- 40 Guarantor Subsidiaries." We allocate corporate expenses or income to our subsidiaries and charge interest on certain intercompany balances.
Our credit facilities contain customary covenants, including restrictions on mergers and acquisitions, indebtedness, affiliate transactions, liens, dividends and distributions, dispositions of collateral, investments and prepayments of indebtedness, including in the U.S. revolving credit facility, a springing financial covenant that requires us to maintain a fixed charge coverage ratio of at least 1.0 to 1.0 any time availability under the U.S. revolving credit facility is less than or equal to $25.0 million, or 10% of the borrowing base but not less than $17.85 million.
Our credit facilities contain customary covenants, including restrictions on mergers and acquisitions, indebtedness, affiliate transactions, liens, dividends and distributions, dispositions of collateral, investments and prepayments of indebtedness, including in the U.S. revolving credit facility, a springing financial covenant that requires us to maintain a fixed charge coverage ratio of at least 1.0 to 1.0 any time availability under the U.S. revolving credit facility is less than or equal to $25.0 million, or 10% of the borrowing base but not less than $17.9 million.
The timing and amount of any shares repurchased will be determined by our management based on its evaluation of market conditions, the trading price of our common stock and other factors. We made no repurchases during the years ended 2023, 2022, and 2021. As of December 31, 2023, we had $43.7 million remaining under the repurchase program authorization.
The timing and amount of any shares repurchased will be determined by our management based on its evaluation of market conditions, the trading price of our common stock and other factors. We made no repurchases during the years ended 2024, 2023, and 2022. As of December 31, 2024, we had $43.7 million remaining under the repurchase program authorization.
Based on the LME forward market at December 31, 2023 and our expected level of Hawesville's operations, we believe that we will not be required to make payments on the contingent obligation during the term of the agreement, which expires in 2028. There can be no assurance that circumstances will not change thus accelerating the timing of such payments.
Based on the LME forward market at December 31, 2024 and our expected level of Hawesville's operations, we believe that we will not be required to make payments on the contingent obligation during the term of the agreement, which expires in 2028. There can be no assurance that circumstances will not change thus accelerating the timing of such payments.
As of December 31, 2023, an intercompany current loan to the Company from the Non-Guarantors totaled $2.9 million. There was no intercompany current loan as of December 31, 2022.
As of December 31, 2023, an intercompany current loan to the Company from the Non-Guarantors totaled $2.9 million. There was no intercompany current loan as of December 31, 2024.
Our cash and cash equivalents and unused availability under our revolving credit facilities comprise our liquidity position, which was $312.5 million as of December 31, 2023. Our material contractual obligations consist of purchase obligations under long-term alumina and power contracts, debt and related interest payments and operating leases. See Note 6. Leases , Note 8. Debt , Note 17.
Our cash and cash equivalents and unused availability under our revolving credit facilities comprise our liquidity position, which was $244.5 million as of December 31, 2024. Our material contractual obligations consist of purchase obligations under long-term alumina and power contracts, debt and related interest payments and operating leases. See Note 6. Leases , Note 8. Debt , Note 17.
Our analysis gives consideration to recent plan performance and historical returns; however, the assumptions are primarily based on long-term, prospective rates of return. The weighted average long-term rate of return on plan assets for our defined benefit pension plans is 7.25% for 2023.
Our analysis gives consideration to recent plan performance and historical returns; however, the assumptions are primarily based on long-term, prospective rates of return. The weighted average long-term rate of return on plan assets for our defined benefit pension plans is 7.28% for 2024.
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 December 31, 2023, the principal and accrued interest for the contingent obligation was $30.9 million, which was fully offset by a derivative asset.
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 December 31, 2024, the principal and accrued interest for the contingent obligation was $32.3 million, which was fully offset by a derivative asset.
Item 1A. Risk Factors . 32 The historic volatility of the price of aluminum is reflected in the chart below: During 2023, global, macroeconomic trends continued to impact global LME inventory levels which remain near all-time lows.
Item 1A. Risk Factors . 34 The historic volatility of the price of aluminum is reflected in the chart below: During 2024, global, macroeconomic trends continued to impact global LME inventory levels which remain near all-time lows.
Upon approval of the settlement, we paid $5.0 million to the aforementioned trust in September 2017 and agreed to pay the remaining amounts under the settlement agreement in annual increments of $2.0 million for nine years. At December 31, 2023, we had $2.0 million in other current liabilities and $3.3 million in other liabilities related to this agreement.
Upon approval of the settlement, we paid $5.0 million to the aforementioned trust in September 2017 and agreed to pay the remaining amounts under the settlement agreement in annual increments of $2.0 million for nine years. At December 31, 2024, we had $2.0 million in other current liabilities and $1.6 million in other liabilities related to this agreement.
Although we attempt to mitigate the effects of price fluctuations from time to time through the use of various fixed-price commitments, financial instruments and also by negotiating LME-based pricing in some of our raw materials and electrical power contracts, these efforts also limit our ability to take advantage of favorable changes in the market prices for primary aluminum or raw materials and may affect our financial position, results of operations and cash flows. 33 Alumina and electrical power represent the two largest components of our cost of goods sold.
Although we attempt to mitigate the effects of price fluctuations from time to time through the use of various fixed-price commitments, financial instruments and also by negotiating LME-based pricing in some of our raw materials and electrical power contracts, these efforts also limit our ability to take advantage of favorable changes in the market prices for primary aluminum or raw materials and may affect our financial position, results of operations and cash flows.
Under certain circumstances, in periods of lower primary aluminum prices relative to our cost of operations, we were able to defer one or more of these payments, provided that we provide the PBGC with acceptable security for such deferred payments.
Under certain circumstances, in periods of lower primary aluminum prices relative to our cost of operations, we were able to defer one or more of these payments, provided that we provide the PBGC with acceptable security for such deferred payments. We historically elected to defer certain payments under the PBGC Settlement Agreement and provided the PBGC with the appropriate security.
December 31, ($ per tonne) 2023 2022 2021 Average LME $ 2,252 $ 2,707 $ 2,475 Average MWP $ 512 $ 657 $ 581 Average EDPP $ 277 $ 466 $ 272 Energy, Key Supplies and Raw Materials Our operating costs are significantly impacted by changes in the prices of the materials used in the production of aluminum, including alumina, electrical power and carbon products.
December 31, ($ per tonne) 2024 2023 2022 Average LME $ 2,419 $ 2,252 $ 2,707 Average MWP $ 427 $ 512 $ 657 Average EDPP $ 314 $ 277 $ 466 Energy, Key Supplies and Raw Materials Our operating costs are significantly impacted by changes in the prices of the materials used in the production of aluminum, including alumina, electrical power and carbon products.
Income tax benefit (expense) (in millions) 2023 2022 Twelve months ended December 31, $ 14.6 $ (47.4) Income tax benefit (expense): We have a valuation allowance recorded against our net U.S. and Jamaican deferred tax assets, and a portion of our Icelandic deferred tax assets as of December 31, 2023.
Income tax (expense) benefit (in millions) 2024 2023 Twelve months ended December 31, $ (3.2) $ 14.6 Income tax (expense) benefit: We have a valuation allowance recorded against our net U.S. and Jamaican deferred tax assets, and a portion of our Icelandic deferred tax assets as of December 31, 2024.
Under the Casthouse Facility, repayments of principal amounts will be made in equal quarterly installments equal to 1.739% of the principal amount, the first payment occurring in July 2024, with the remaining 60% of the principal amount to be paid no later than the termination date. The Casthouse Facility will mature in December 2029.
Under the Casthouse Facility, repayments of principal amounts will be made in equal quarterly installments equal to 1.739% of the principal amount, the first payment occurred in July 2024, with the remaining 60% of the principal amount to be paid no later than the termination date. The Casthouse Facility will mature in January 2030.
The amount of a valuation allowance is based upon our best estimate of our ability to realize the net deferred tax assets. We have a valuation allowance of $537.6 million recorded against our net U.S. and Jamaican deferred tax assets and a portion of our Icelandic deferred tax assets as of December 31, 2023.
The amount of a valuation allowance is based upon our best estimate of our ability to realize the net deferred tax assets. We have a valuation allowance of $504.4 million recorded against our net U.S. and Jamaican deferred tax assets and a portion of our Icelandic deferred tax assets as of December 31, 2024.
We recognized a $14.6 million income tax benefit in 2023 as compared to income tax expense of $47.4 million in 2022. The period-to-period change is primarily related to foreign results in the current period. See Note 16. Income Taxes to the consolidated financial statements included herein for additional information.
We recognized $3.2 million income tax expense in 2024 as compared to an income tax benefit of $14.6 million in 2023. The period-to-period change is primarily related to foreign results in the current period. See Note 16. Income Taxes to the consolidated financial statements included herein for additional information.
Weighted Average Discount Rate Assumption for: 2023 2022 Pension plans 5.19% 5.50% OPEB plans 5.19% 5.57% A change of a half percentage point in the discount rate for our defined benefit plans would have the following effects on our obligations under these plans as of December 31, 2023: Effect of changes in the discount rates on the Projected Benefit Obligations for: 50 basis point increase 50 basis point decrease (dollars in millions) Pension plans $ (15.0) $ 16.8 OPEB plans (3.0) 3.2 Long-term Rate of Return on Plan Assets Assumption Our expected long-term rate of return on plan assets is derived from our asset allocation strategies and anticipated future long-term performance of individual asset classes.
Weighted Average Discount Rate Assumption for: 2024 2023 Pension plans 5.99% 5.19% OPEB plans 5.62% 5.19% A change of a half percentage point in the discount rate for our defined benefit plans would have the following effects on our obligations under these plans as of December 31, 2024: Effect of changes in the discount rates on the Projected Benefit Obligations for: 50 basis point increase 50 basis point decrease (dollars in millions) Pension plans $ (13.3) $ 14.7 OPEB plans (2.9) 3.1 44 Long-term Rate of Return on Plan Assets Assumption Our expected long-term rate of return on plan assets is derived from our asset allocation strategies and anticipated future long-term performance of individual asset classes.
Commitments and Contingencies and Note 18. Asset retirement obligations ("ARO") to the accompanying consolidated financial statements for additional information regarding future maturities of debt and operating leases and obligations under power contracts. Available Cash Our available cash and cash equivalents balance at December 31, 2023 was $88.8 million compared to $54.3 million at December 31, 2022.
Commitments and Contingencies and Note 18. Asset R etirement O bligations ("ARO") to the accompanying consolidated financial statements for additional information regarding future maturities of debt and operating leases and obligations under power contracts. Available Cash Our available cash and cash equivalents balance at December 31, 2024 was $32.9 million compared to $88.8 million at December 31, 2023.
In December 2023, continued dry and cold conditions led the energy companies to issue partial curtailment orders across their industrial customers, including our Grundartangi smelter. The end of these curtailments remain subject to weather patterns and reservoir levels in Iceland and other factors.
In December 2023 and August 2024, and again a year later, continued dry and cold conditions led the largest hydro energy company to issue partial curtailment orders across their industrial customers, including our Grundartangi smelter. The end of these curtailments remain subject to weather patterns and reservoir levels in Iceland and other factors.
As of December 31, 2023, we made contributions of $6.9 million related to the Amended PBGC Settlement Agreement. Section 232 Aluminum Tariff On March 23, 2018, the U.S. implemented a 10% tariff on imported primary aluminum products into the U.S.
As of December 31, 2024, we have made contributions of $7.2 million related to the Amended PBGC Settlement Agreement. Section 232 Aluminum Tariff In March 2018, the U.S. implemented a 10% tariff on imported primary aluminum products into the U.S.
Department of the Treasury and the Internal Revenue Service released proposed rules to provide guidance on the production tax credit requirements under Internal Revenue Code Section 45X (the “Proposed Regulations”). The Proposed Regulations provide guidance on rules that taxpayers must satisfy to qualify for the Section 45X tax credit.
On October 24, 2024, the U.S. Department of the Treasury and the Internal Revenue Service released final rules to provide guidance on the production tax credit requirements under Internal Revenue Code Section 45X (the “Final Regulations”). The Final Regulations provide guidance on rules that taxpayers must satisfy to qualify for the Section 45X tax credit.
We are also exposed to price risk for alumina which is one of the largest components of our cost of goods sold. Certain of the alumina we purchase is priced based on a published alumina index. As a result, our cost structure is exposed to market fluctuations and price volatility.
We are also exposed to price risk for our raw materials which are the largest components of our cost of goods sold. Certain of our raw materials are purchased based on published market prices. As a result, our cost structure is exposed to market fluctuations and price volatility.
Under this agreement, Century Marketer purchases electrical power on the open market for resale to Kenergy, which then resells the power to Hawesville and Sebree at MISO energy pricing, plus transmission and other costs incurred by them. See
Under this agreement, Century Marketer purchases electrical power on the open market for resale to Kenergy, which then resells the power to Hawesville and Sebree at MISO energy pricing, plus transmission and other costs incurred by them. See Item 1. Business - Key Production Costs - Electrical Power Supply Agreements for additional information about these market-based power agreements.
As of December 31, 2023, we had cash and cash equivalents of approximately $88.8 million and unused availability under our revolving credit facilities of $223.7 million (including $80.0 million under the Vlissingen Facility Agreement referred to below).
As of December 31, 2024, we had cash and cash equivalents of approximately $32.9 million and unused availability under our revolving credit facilities of $211.6 million (including $80.0 million under the Vlissingen Facility Agreement referred to below).
Future uncertainty in the U.S. and international markets and economies may adversely affect our liquidity, our ability to access the debt or capital markets and our financial condition. Capital expenditures incurred for the year ended December 31, 2023 were $25.9 million, excluding expenditures of $69.1 million associated with the Grundartangi casthouse project.
Future uncertainty in the U.S. and international markets and economies may adversely affect our liquidity, our ability to access the debt or capital markets and our financial condition. Capital expenditures incurred for the year ended December 31, 2024 were $82.3 million, including expenditures related to the Jamalco port repair and expenditures of $37.2 million associated with the Grundartangi casthouse project.
The Company’s or Guarantors’ amounts due from, amounts due to, and transactions with the Non-Guarantor Subsidiaries are disclosed below: December 31, 2023 December 31, 2022 Current assets $ 361.5 $ 305.7 Non-current assets 648.6 704.5 Current liabilities 253.6 309.6 Non-current liabilities 485.7 487.1 Twelve months ended December 31, 2023 Net sales $ 1,427.7 Gross profit (loss) 112.6 Income (loss) before income taxes 74.0 Net income (loss) (43.1) As of December 31, 2023 and December 31, 2022, an intercompany receivable due to the Company and Guarantors from the Non-Guarantor Subsidiaries totaled $48.7 million and $18.2 million, respectively, and an intercompany non-current loan due to the Company from the Non-Guarantor Subsidiaries totaled $384.9 million and $466.3 million, respectively.
The Company’s or Guarantors’ amounts due from, amounts due to, and transactions with the Non-Guarantor Subsidiaries are disclosed below: December 31, 2024 December 31, 2023 Current assets $ 414.0 $ 361.5 Non-current assets 698.4 648.6 Current liabilities 247.1 253.6 Non-current liabilities 490.4 485.7 Twelve months ended December 31, 2024 Net sales $ 1,756.0 Gross profit (loss) 145.9 Income (loss) before income taxes 89.8 Net income (loss) 336.8 As of December 31, 2024 and December 31, 2023, an intercompany receivable due to the Company and Guarantors from the Non-Guarantor Subsidiaries totaled $40.4 million and $48.7 million, respectively, and an intercompany non-current loan due to the Company from the Non-Guarantor Subsidiaries totaled $358.1 million and $384.9 million, respectively.
The Casthouse Facility bears interest at a rate equal to a base rate plus the applicable margin as set forth in the agreement. The Casthouse Facility is secured by a $430.0 million general bond. As of December 31, 2023, there were $104.3 million in borrowings outstanding under the Casthouse Facility.
The Casthouse Facility bears interest at a rate equal to a base rate plus the applicable margin as set forth in the agreement. As of December 31, 2024, there were $123.2 million in borrowings outstanding under the Casthouse Facility.
Availability under Our Credit Facilities Our U.S. revolving credit facility, dated May 2018 (as amended, the "U.S. revolving credit facility"), previously provided for borrowings of up to $220.0 million, including up to $110.0 million under a letter of credit sub-facility.
These changes were partially offset by the repayment of carbon credits and reduced borrowings under the Grundartangi Casthouse Facility. 38 Availability under Our Credit Facilities Our U.S. revolving credit facility, dated May 2018 (as amended, the "U.S. revolving credit facility"), previously provided for borrowings of up to $220.0 million, including up to $110.0 million under a letter of credit sub-facility.
As of December 31, 2023, we were in compliance with all such covenants or maintained availability above such covenant triggers. Grundartangi Casthouse Facility 37 On November 2, 2021, in connection with the casthouse project at Grundartangi, we entered into an eight-year Term Facility Agreement with Arion Bank hf, to provide for borrowings up to $130.0 million (the “Casthouse Facility”).
Grundartangi Casthouse Facility On November 2, 2021, in connection with the casthouse project at Grundartangi, we entered into an eight-year Term Facility Agreement with Arion Bank hf, to provide for borrowings up to $130.0 million (the “Casthouse Facility”).
The Grundartangi casthouse project began in late 2021 and is fully funded through the Casthouse Facility. The project is progressing and is expected to start production in the first quarter of 2024. In 2011, our Board of Directors approved a $60.0 million common stock repurchase program and subsequently increased this program by $70.0 million in the first quarter of 2015.
The project was completed and began production in 2024. In 2011, our Board of Directors approved a $60.0 million common stock repurchase program and subsequently increased this program by $70.0 million in the first quarter of 2015.
The change in net cash used in financing activities in 2023 compared to net cash provided by financing activities in 2022 was primarily due to net repayments on our revolving credit facilities in 2023 and repayment of the Iceland Term Facility, partially offset by the sale of carbon credits and proceeds from the Vlissingen Facility Agreement.
The change in net cash used in financing activities in 2024 compared to net cash provided by financing activities in 2023 was primarily due to net borrowings on our revolving credit facilities and reduced repayments of the Iceland Term Facility in 2024.
As o f December 31, 2023, our credit facilities (including the Vlissingen Facility Agreement referred to below) had $223.7 million of net availability after consideration of our outstanding borrowings and letters of credit.
As of December 31, 2024, our Iceland revolving credit facility had a borrowing base of $100.0 million and $34.0 million of outstanding borrowings. As o f December 31, 2024, our credit facilities (including the Vlissingen Facility Agreement referred to below) had $211.6 million of net availability after consideration of our outstanding borrowings and letters of credit.
Selling, general and administrative expenses (in millions) 2023 2022 Twelve months ended December 31, $ 44.3 $ 37.5 Selling, general and administrative expenses: Selling, general and administrative expenses increased $6.8 million in 2023 compared to 2022, primarily due to increases in share-based compensation due to the increase in the Company's stock price year over year. See Note 14.
Selling, general and administrative expenses (in millions) 2024 2023 Twelve months ended December 31, $ 56.8 $ 44.3 Selling, general and administrative expenses: Selling, general and administrative expenses increased $12.5 million in 2024 compared to 2023, primarily due to increases in share-based compensation due to the increase in the Company's stock price year over year and engineering costs associated with evaluating a new smelter project.
For the year ended December 31, 2023, we recognized $56.5 million as a reduction in Cost of goods sold and $2.8 million as a reduction in Selling, general and administrative expenses on the Consolidated Statements of Operations and recorded an equal amount as a Manufacturing credit receivable on the Consolidated Balance Sheets.
For the year ended December 31, 2024 and December 31, 2023, respectively, we recognized $89.7 million and $56.5 million as a reduction in cost of goods sold and $2.9 million and $2.8 million as a reduction in Selling, general and administrative expenses within the Consolidated Statements of Operations, resulting in an equally offsetting receivable.
These estimates of future cash flows include management’s assumptions about the expected use of the assets (asset group), the remaining useful life, expenditures to maintain the service potential, market and cost assumptions. 42 Determination as to whether and how much an asset is impaired involves significant management judgment involving highly uncertain matters, including estimating the future sales volumes, future selling prices and estimated raw material and conversion costs, alternative uses for the asset, and estimated proceeds from the disposal of the asset.
Determination as to whether and how much an asset is impaired involves significant management judgment involving highly uncertain matters, including estimating the future sales volumes, future selling prices and estimated raw material and conversion costs, alternative uses for the asset, and estimated proceeds from the disposal of the asset.
The Casthouse Facility also contains customary covenants, including restrictions on mergers and acquisitions, indebtedness, preservation of assets, and dispositions of assets and contains a covenant that requires Grundartangi to maintain a minimum equity ratio. As of December 31, 2023, we were in compliance with all such covenants or maintained availability above such covenant triggers.
The Casthouse Facility also contains customary covenants, including restrictions on mergers and acquisitions, indebtedness, preservation of assets, and dispositions of assets and contains a covenant that requires Grundartangi to maintain a minimum equity ratio.
We estimate our total capital spending in 2024, excluding the Grundartangi casthouse project, will be approximately $20 to $30 million, related to our ongoing investment and sustainability projects at our plants. Critical Accounting Estimates Our significant accounting policies are described in Note 1. Summary of Significant Accounting Policies to the consolidated financial statements.
We estimate our total capital spending in 2025 will be approximately $70 to $80 million related to our ongoing investment and sustainability projects at our plants. This amount includes $40.0 million, representing investments in our Jamalco facility. 43 Critical Accounting Estimates Our significant accounting policies are described in Note 1. Summary of Significant Accounting Policies to the consolidated financial statements.
Borrowings under the Iceland Term Facility will bear interest at a rate equal to 3.2% plus EUR EURIBOR 1 month as published by the European Money Markets Institute. As of December 31, 2023, there were $1.3 million (€1.1 million ) in outstanding borrowings under the Iceland Term Facility.
Borrowings under the Iceland Term Facility bore interest at a rate equal to 3.2% plus EUR EURIBOR 1 month as published by the European Money Markets Institute. As of December 31, 2024, the Iceland Term Facility has been repaid in full and has terminated pursuant to its terms.
The following table sets forth, for the periods indicated, the shipment volumes and revenues for primary aluminum shipments: 34 SHIPMENTS - PRIMARY ALUMINUM (1) United States Iceland Total Tonnes Revenue $ Tonnes Revenue $ Tonnes Revenue $ (dollars in millions) 2023 389,331 $ 1,139.0 311,349 $ 827.0 700,680 $ 1,966.0 2022 459,991 $ 1,650.4 308,700 $ 1,040.1 768,691 $ 2,690.5 2021 468,729 $ 1,368.0 314,918 $ 790.8 783,647 $ 2,158.8 (1) Excludes scrap aluminum, purchased aluminum and alumina sales Results of Operations Year Ended December 31, 2023 Compared to Year Ended December 31, 2022 Net sales (in millions) 2023 2022 Twelve months ended December 31, $ 2,185.4 $ 2,777.3 Net sales: Net sales decreased by $591.9 million for the twelve months ended December 31, 2023, compared to the same period in 2022, primarily driven by unfavorable LME and regional premium price realizations of $384.6 million and unfavorable volume of $376.7 million primarily related to the full curtailment of our Hawesville smelter in the third quarter of 2022, partially offset by favorable alumina prices and sales volume of $186.1 million primarily attributable to Jamalco sales of $150.3 million since acquisition in May 2023.
The following table sets forth, for the periods indicated, the shipment volumes and revenues for primary aluminum shipments: SHIPMENTS - PRIMARY ALUMINUM (1) United States Iceland Total Tonnes Revenue $ Tonnes Revenue $ Tonnes Revenue $ (dollars in millions) 2024 378,193 $ 1,074.6 299,774 $ 793.3 677,967 $ 1,867.9 2023 389,331 $ 1,139.0 311,349 $ 827.0 700,680 $ 1,966.0 2022 459,991 $ 1,650.4 308,700 $ 1,040.1 768,691 $ 2,690.5 (1) Excludes scrap aluminum, purchased aluminum and alumina sales Results of Operations Year Ended December 31, 2024 Compared to Year Ended December 31, 2023 Net sales (in millions) 2024 2023 Twelve months ended December 31, $ 2,220.3 $ 2,185.4 Net sales: Net sales increased by $34.9 million for the twelve months ended December 31, 2024, compared to the same period in 2023, primarily due to higher third-party alumina sales of $125.5 million attributable to a full year of Jamalco 36 operations and higher LME and regional premium price realizations of $6.0 million.
Our principal uses of cash include the funding of operating costs (including post-retirement benefits), debt service requirements, capital expenditures, investments in our growth activities and in related businesses, working capital and other general corporate requirements. We believe that cash provided from operations and financing activities will be adequate to cover our operations and business needs over the next 12 months.
Our principal uses of cash 37 include the funding of operating costs (including post-retirement benefits), debt service requirements, capital expenditures, investments in our growth activities and in related businesses, working capital and other general corporate requirements.
On January 17, 2023, our wholly owned subsidiary, Mt. Holly Commerce Park LLC, entered into a binding agreement, subject to ordinary course conditions, to sell approximately 133 acres of land for approximately $28.5 million. On September 12, 2023, the Mt. Holly Land Sale Agreement was completed at a revised purchase price of $25.7 million.
In September 2024, we resumed normal shipping operations at Jamalco’s Rocky Point port following the completion of repairs to the port. On January 17, 2023, our wholly owned subsidiary, Mt. Holly Commerce Park LLC, entered into a binding agreement, subject to ordinary course conditions, to sell approximately 133 acres of land for approximately $28.5 million.
Grundartangi also has a 25 MW power purchase agreement with Landsvirkjun at LME-based variable rates. Production/Shipment Volumes Shipment volume is another key determinant of our financial results. Fluctuations in production and shipment volumes, other than through acquisitions or expansions, are generally small period over period.
Approximately 30% of the power is priced at a fixed price with an additional LME-linked component. Production/Shipment Volumes Shipment volume is another key determinant of our financial results. Fluctuations in production and shipment volumes, other than through acquisitions or expansions, are generally small period over period.
Iceland Term Facility Our wholly-owned subsidiary, Grundartangi, entered into a Term Facility Agreement with Arion Bank hf, dated September 2022, (the "Iceland Term Facility") to provide for borrowings up to €13.6 million.
Iceland Term Facility Our wholly-owned subsidiary, Grundartangi, entered into a Term Facility Agreement with Arion Bank hf, dated September 2022, (the "Iceland Term Facility") to provide for borrowings up to €13.6 million. Repayments of principal amounts were made in equal monthly installments, the first payment occurring in February 2023, with the remainder of the principal amount paid in January 2024.
In April 2021, we issued $86.3 million in aggregate principal amount of Convertible Notes due 2028, unless earlier converted, repurchased or redeemed. The Convertible Notes bear interest semi-annually in arrears on May 1 and November 1 of each year, beginning on November 1, 2021, at a rate of 2.75% per annum in cash.
The principal included the full exercise of the option by the initial purchasers of the Convertible Notes to purchase $11.3 million of additional principal amount. The Convertible Notes bear interest semi-annually in arrears on May 1 and November 1 of each year, beginning on November 1, 2021, at a rate of 2.75% per annum in cash.
From time to time, we may manage our exposure to fluctuations in our alumina costs by purchasing certain of our alumina requirements under supply contracts with prices tied to the same indices as our aluminum sales contracts (the LME price of primary aluminum). 43 Market-Based Power Price Sensitivity Market-Based Electrical Power Agreements Hawesville and Sebree have a market-based electrical power agreement with Kenergy and Century Marketer, LLC ("Century Marketer"), Century's wholly-owned subsidiary that acts as a MISO market participant.
From time to time, we may manage our exposure to fluctuations in our alumina costs by purchasing certain of our alumina requirements under supply contracts with prices tied to the same indices as our aluminum sales contracts (the LME price of primary aluminum).
Senior Notes and Convertible Senior Notes We have $250.0 million principal of senior secured notes that mature on April 1, 2028, unless earlier refinanced in accordance with their terms. Interest on the 2028 Notes is payable semi-annually on April 1 and October 1 of each year, beginning on October 1, 2021, at a rate of 7.5% per year.
Interest on the 2028 Notes is payable semi-annually on April 1 and October 1 of each year, beginning on October 1, 2021, at a rate of 7.5% per year.
As a result, the availability of these cost components at competitive prices is critical to the profitability of our operations. The pricing under our alumina supply contracts varies from contract to contract. A major portion of our alumina requirements is indexed to the price of primary aluminum, which provides a natural hedge to one of our largest production costs.
Alumina and electrical power represent the two largest components of our cost of goods sold. As a result, the availability of these cost components at competitive prices is critical to the profitability of our operations. The pricing under our alumina 35 supply contracts varies from contract to contract.
Gross profit (loss) (in millions) 2023 2022 Twelve months ended December 31, $ 91.9 $ 46.7 Gross profit (loss) : Gross profit increased by $45.2 million for the twelve months ended December 31, 2023, compared to the same period in 2022, primarily driven by favorable power price realizations of $289.9 million, favorable raw material price realization of $117.6 million and $56.5 million attributable to the Inflation Reduction Act manufacturing production credit.
Gross profit (in millions) 2024 2023 Twelve months ended December 31, $ 185.0 $ 91.9 Gross profit (loss) : Gross profit increased by $93.1 million for the twelve months ended December 31, 2024, compared to the same period in 2023, primarily driven by favorable raw material price realization of $125.1 million, $33.2 million attributable to the Inflation Reduction Act manufacturing production credit, which includes $21.3 million related to 2023 costs recognized upon the issuance of final regulations published in the third quarter of 2024, and favorable power price realization of $20.8 million.
The proceeds from this sale are restricted to be used on capital expenditures. We previously formed the commerce park, located near our Mt. Holly smelter, to develop excess land at the site and to assist the county with bringing additional business and commerce to the area. During 2021, we announced plans for construction of a new billet casthouse at Grundartangi.
Holly smelter, to develop excess land at the site and to assist the county with bringing additional business and commerce to the area. During 2021, we announced plans for construction of a new billet casthouse at Grundartangi. The Grundartangi casthouse project began in late 2021 and is primarily funded through the Casthouse Facility.
Any changes to determinations of eligible production costs upon the final scope, terms and conditions of the Proposed Regulations could impact our estimate of eligible manufacturing production credits issued. A change in eligible costs of $10 million would impact our estimate by $1 million. Recently Issued Accounting Standards Updates Information regarding recently issued accounting pronouncements is included in Note 1.
A change in eligible costs of $10 million would impact our estimate by $1 million. 45 Recently Issued Accounting Standards Updates Information regarding recently issued accounting pronouncements is included in Note 1. Summary of Significant Accounting Policies to the consolidated financial statements included herein. Item 7A.
Any adverse changes in the conditions that affect shipment volumes could have a material adverse effect on our results of operations and cash flows. Our 2023 shipment volumes were adversely impacted by the curtailment of our Hawesville facility in August 2022. This was partially offset by a full year of Mt. Holly operating at 75% capacity in 2023.
Any adverse changes in the conditions that affect shipment volumes could have a material adverse effect on our results of operations and cash flows.
We also purchase alumina based on a published alumina index and at fixed prices. The alumina price is influenced by a number of factors, including global supply-demand balance, natural disasters and weather events, and other factors outside of our control.
The alumina price is influenced by a number of factors, including global supply-demand balance, natural disasters and weather events, and other factors outside of our control. Additionally, with our acquisition of a 55% interest in Jamalco, we secured a predictable, long-term supply of alumina and achieved increased transparency and control of our supply chain.
Section 45X of the IRA contains a production tax credit equal to 10% of certain eligible production costs, including, without limitation, labor, energy, depreciation and amortization and overhead expenses. On December 14, 2023, the U.S.
The IRA provides for substantial tax credits and incentives for the development of critical minerals (including aluminum), renewable energy, clean fuels , electric vehicles, and supporting infrastructure, among other provisions. Section 45X of the IRA contains a production tax credit equal to 10% of certain eligible production costs, including, without limitation, labor, energy, depreciation and amortization and overhead expenses.
Share-based compensation to the consolidated financial statements included herein for additional information. 35 Net (loss) gain on forward and derivative contracts (in millions) 2023 2022 Twelve months ended December 31, $ (61.8) $ 197.1 Net (loss) gain on forward and derivative contracts: In 2023, we recognized losses of $61.8 million primarily driven by decreases in LME and Nord Pool forward prices.
Net gain (loss) on forward and derivative contracts - nonaffiliates (in millions) 2024 2023 Twelve months ended December 31, $ 2.5 $ (62.4) Net gain (loss) on forward and derivative contracts: In 2024, we recognized gains of $2.0 million compared to losses of $61.8 million in 2023 primarily driven by lower settlements on the Nord Pool contracts than expected in 2023.
The obligations under the Vlissingen Facility Agreement are secured by liens on the ground lease on which Vlissingen’s facilities are located, Vlissingen’s moveable assets, financial assets, receivables and other assets, and Vlissingen’s shares. The Vlissingen Facility Agreement contains customary covenants, including with respect to mergers, guarantees and preservation and dispositions of assets.
As of December 31, 2024, there were $10.0 million in outstanding borrowings under the Vlissingen Credit Facility. The obligations under the Vlissingen Credit Facility are secured by liens on the ground lease on which Vlissingen’s facilities are located, Vlissingen’s moveable assets, financial assets, receivables and other assets, and Vlissingen’s shares.
Electrical power is our other largest operating cost. Currently, our Hawesville and Sebree plants receive all of their electricity requirements under market-based power agreements and Grundartangi receives 20 % of its electricity requirements from market-based power agreements.
The average market alumina index price as a percentage of market LME price per tonne was 21% for 2024, 15% for 2023 and 13% for 2022. Electrical power is our other largest operating cost. Currently, our Hawesville and Sebree plants receive all of their electricity requirements under market-based power agreements.
The following table summarizes the average price for primary aluminum per tonne for the years ended December 31, 2023, 2022 and 2021.
Low inventory levels, challenged aluminum supply growth and improving global demand for aluminum all led to a supportive pricing environment for aluminum in 2024. The following table summarizes the average price for primary aluminum per tonne for the years ended December 31, 2024, 2023 and 2022.
The Guarantor Subsidiaries are 100% owned by Century. All guarantees will be full and unconditional; all guarantees will be joint and several.
"Guarantor Subsidiaries" refers to all of our material domestic subsidiaries except for Nordural US LLC, Century Aluminum Development LLC, Century Aluminum of West Virginia, Inc. and Century Aluminum Jamaica Holdings, Inc. The Guarantor Subsidiaries are 100% owned by Century. All guarantees will be full and unconditional; all guarantees will be joint and several.
The availability period for borrowings under the Vlissingen Facility Agreement ends December 2, 2024. Amounts drawn, if any, under the Vlissingen Facility Agreement are expected to be used for general corporate and working capital purposes of Century and its subsidiaries. As of December 31, 2023, there were $10.0 million in borrowings under the Vlissingen Facility Agreement.
The Fixed Rate is only applicable to borrowings made on or before December 1, 2024, after which the Variable Rate shall apply to all borrowings under the Vlissingen Credit Facility. Amounts drawn, if any, under the Vlissingen Facility Agreement are expected to be used for general corporate and working capital purposes of Century and its subsidiaries.
Of the outstanding letters of credit, $13.7 million related to our power commitments, $47.7 million are related to hedging collateral, and the remainder are primarily for the purpose of securing certain secured debt and workers’ compensation commitments. As of December 31, 2023, our Iceland revolving credit facility had a borrowing base of $100.0 million and no outstanding borrowings.
Of the outstanding letters of credit, $22.9 million are related to raw materials, $13.7 million are related to our power commitments, and the remaining $27.1 million are primarily for the purpose of securing certain secured debt and workers’ compensation commitments.
As of December 31, 2023, we have not issued any debt securities pursuant to the Universal Shelf Registration Statement.
As of December 31, 2024, we have not issued any debt securities pursuant to the Universal Shelf Registration Statement. However, any securities that we may issue in the future may limit our ability, and the ability of certain of our subsidiaries, to pay dividends or make distributions in respect of capital stock.
The change in net cash provided by operating activities was due to changes in working capital primarily attributable to timing of receipts and payments. The decrease in net cash used in investing activities during 2023 was primarily attributable to $25.7 million in proceeds from the Mt.
The increase in net cash used in investing activities during 2024 was primarily due to lower cash inflows from proceeds of sales of property, plant and equipment during 2024 compared to 2023. The Company received cash inflows of $25.7 million from the Mt. Holly land sale in 2023.
As of December 31, 2023, our U.S. revolving credit facility had a borrowing base of $128.8 million, $23.7 million in outstanding borrowings, and $ 61.4 million in letters of credit outstanding. The borrowing base under the U.S. revolving credit facility has been adversely affected by the curtailment of our Hawesville facility and a reduction in LME and regional premium prices.
As of December 31, 2024, our U.S. revolving credit facility had a borrowing base of $149.3 million, $20.0 million in outstanding borrowings, and $ 63.7 million in letters of credit outstanding.
Vlissingen Facility Agreement On December 9, 2022, Vlissingen entered into the Vlissingen Facility Agreement with Glencore International AG pursuant to which Vlissingen may borrow from time to time up to $90 million in one or more loans at a fixed interest rate equal to 8.75% per annum and payable on December 2, 2024.
Pursuant to the terms of the Vlissingen Credit Facility, Vlissingen may borrow from time to time up to $90 million in one or more loans at either (i) a fixed interest rate equal to 8.75% per annum (the "Fixed Rate"), or (ii) a variable interest rate equal to the 1-month SOFR rate plus 3.687 percentage points, subject to an absolute maximum level of 9.00% and an absolute minimum level of 7.00% (the "Variable Rate").
Inflation Reduction Act Manufacturing Production Credit Our estimate of the Section 45X advanced manufacturing production tax credit is based on Proposed Regulations released by the U.S. Department of the Treasury and the Internal Revenue Service on December 14, 2023.
As purchase accounting is finalized, we have recorded the bargain purchase gain within the Consolidated Statements of Operations, and as a result, any subsequent adjustments will be recorded to earnings. Inflation Reduction Act Manufacturing Production Credit Our estimate of the Section 45X advanced manufacturing production tax credit is based on Final Regulations released by the U.S.
Removed
The most significant demand growth was seen in China as aluminum-intensive electric vehicles and renewable energy applications supported a 5% demand increase from 2022. Western demand remained challenged, contributing to a 17% decline in the LME primary aluminum average spot price from 2022.
Added
A major portion of our alumina requirements is indexed to the price of primary aluminum, which provides a natural hedge to one of our largest production costs. We also purchase alumina based on a published alumina index and at fixed prices.
Removed
Additionally, with our acquisition of a 55% interest in Jamalco, we secured a predictable, long-term supply of alumina and achieved increased transparency and control of our supply chain. The average market alumina index price as a percentage of market LME price per tonne was 15% for 2023 and 13% for 2022 and 2021.
Added
These changes are offset by unfavorable aluminum volume and mix of $96.6 million due to lower shipments from Mt. Holly and Grundartangi and lower realized premiums for value-added products.
Removed
Approximately 20% of Grundartangi’s power requirements is linked to the market price for power in the Nord Pool power market, the trading market for power in the Nordic countries and certain other areas of Europe, and the remaining 10% of power requirements is fixed.
Added
The changes were partially offset by unfavorable volume and product mix of $53.0 million and $28.9 million of additional operating expenses. Additional operating expenses were driven by increased labor costs to scale up the completed Iceland casthouse project and higher maintenance costs at Mt. Holly required to maintain stability.
Removed
In July 2021, Grundartangi reached an agreement with Landsvirkjun for an extension of the existing contract to supply power for January 1, 2024 through December 31, 2026 and will increase the existing contract from 161 MW to 182 MW over time to provide the necessary flexibility to support the most recent capacity creep requirements and future growth opportunities for value-added products at the Grundartangi plant, including the Grundartangi casthouse project.

56 more changes not shown on this page.

Item 1C. Cybersecurity

Cybersecurity — threats and controls disclosure

6 edited+0 added2 removed12 unchanged
Biggest changeAs one of the critical elements of the Company’s overall ERM approach, the Company’s cybersecurity program is focused on the following key areas: Governance: As discussed in more detail under the heading “Governance,” the Board’s oversight of cybersecurity risk management is supported by the Company’s Chief Information Officer, other members of Management and a dedicated Cybersecurity team. Collaborative Approach: The Company has implemented a comprehensive, cross-functional approach to identifying, preventing and mitigating cybersecurity threats and incidents, while also implementing controls and procedures that provide for the prompt escalation of certain cybersecurity incidents so that decisions regarding the public disclosure and reporting of such incidents can be made by management in a timely manner. Technical Safeguards: The Company deploys technical safeguards that are designed to protect the Company’s information systems from cybersecurity threats, including firewalls, intrusion prevention and detection systems, logical access controls, and endpoint protection, which are evaluated and improved through vulnerability assessments and cybersecurity threat intelligence. Incident Response and Recovery Planning: The Company has established and maintains comprehensive incident response and recovery plans that address the Company’s response to a cybersecurity incident, and such plans are regularly evaluated and updated. 24 Third-Party Risk Management: The Company maintains a comprehensive, risk-based approach to identifying and overseeing cybersecurity risks presented by third parties, including vendors, service providers and other external users of the Company’s systems, as well as the systems of third parties that could adversely impact our business in the event of a cybersecurity incident affecting those third-party systems. Network Penetration Testing: The Company performs an internal and external network penetration test led by its Internal Audit team and addresses any findings in a timely manner.
Biggest changeIn general, Century seeks to address cybersecurity risks through a comprehensive approach that is focused on preserving the confidentiality, security and availability of the information that Century generates, collects and stores by identifying, preventing and mitigating cybersecurity threats and effectively responding to cybersecurity incidents when they occur. 23 As one of the critical elements of the Company’s overall ERM approach, the Company’s cybersecurity program is focused on the following key areas: Governance: As discussed in more detail under the heading “Governance,” the Board’s oversight of cybersecurity risk management is supported by the Company’s Chief Information Officer, other members of Management and a dedicated Cybersecurity team. Collaborative Approach: The Company has implemented a comprehensive approach to identifying, preventing and mitigating cybersecurity threats and incidents, while also implementing controls and procedures that provide for the prompt escalation of certain cybersecurity incidents so that decisions regarding the public disclosure and reporting of such incidents can be made by management in a timely manner. Technical Safeguards: The Company deploys technical safeguards that are designed to protect the Company’s information systems from cybersecurity threats, including firewalls, intrusion prevention and detection systems, logical access controls, and endpoint protection, which are evaluated and improved through vulnerability assessments and cybersecurity threat intelligence. Incident Response and Recovery Planning: The Company has established and maintains incident response and recovery plans that address the Company’s response to a cybersecurity incident. Third-Party Risk Management: The Company maintains a risk-based approach to identifying and overseeing cybersecurity risks presented by third parties, including vendors, service providers and other external users of the Company’s systems, as well as the systems of third parties that could adversely impact our business in the event of a cybersecurity incident affecting those third-party systems. Network Penetration Testing: The Company performs an internal and external network penetration test led by its Internal Audit team and addresses any findings in a timely manner.
While the February 2022 cybersecurity intrusion did not materially and adversely affect our results of operations, such events have the potential to have a material adverse affect on our business strategy, results of operations and financial condition, including by damaging or interrupting access to our information systems or networks, compromising confidential or otherwise protected information, destroying or corrupting data, or otherwise disrupting our operations.
While the February 2022 cybersecurity intrusion did not materially and adversely affect our results of operations, such events have the potential to have a material adverse effect on our business strategy, results of operations and financial condition, including by damaging or interrupting access to our information systems or networks, compromising confidential or otherwise protected information, destroying or corrupting data, or otherwise disrupting our operations.
This involvement ensures that cybersecurity considerations are integrated into the broader strategic objectives of the Company. The Board conducts an annual 25 review of the company’s cybersecurity posture and the effectiveness of its risk management strategies. This review helps in identifying areas for improvement and ensuring the alignment of cybersecurity efforts with the overall risk management framework.
This involvement ensures that cybersecurity considerations are integrated into the broader strategic objectives of the Company. The Board conducts an annual review of the company’s cybersecurity posture and the effectiveness of its risk management strategies. This review helps in identifying areas for improvement and ensuring the alignment of cybersecurity efforts with the overall risk management framework.
Risk Management Personnel Primary responsibility for assessing, monitoring and managing our cybersecurity risks rests with the Chief Information Officer. The Chief Information Officer extensive experience working in and leading the Company's information systems. In addition, a dedicated Cybersecurity team, including the Chief Technology Officer and Cybersecurity Manager, provide regular updates to the Chief Information Officer.
Risk Management Personnel Primary responsibility for assessing, monitoring and managing our cybersecurity risks rests with the Chief Information Officer. The Chief Information Officer has extensive experience working in and leading the Company's information systems. In addition, a dedicated Cybersecurity team, including the Chief Technology Officer and Cybersecurity Manager, provide regular updates to the Chief Information Officer.
Furthermore, significant cybersecurity matters, and strategic risk management decisions are escalated to the Board of Directors, ensuring that they have comprehensive oversight and can provide guidance on critical cybersecurity issues.
Furthermore, significant cybersecurity matters, and strategic risk management decisions are escalated to the Board of Directors, ensuring that they have comprehensive oversight and can provide guidance on critical cybersecurity issues. 25
Some of the Company’s current safeguards include multi-factor authentication for remote access to systems; performing email phishing test campaigns; email spam filtering; restricted internet firewall rules; limiting memory stick and external hard drive use; requiring timely application of security and software patches on servers; antivirus endpoint protection upgrades; performing 24-hour/7-day a week network monitoring; and improving our backup and recovery strategy, among others.
Some of the Company’s current safeguards include multi-factor authentication for remote access to systems; performing email phishing test campaigns; email spam filtering; restricted internet firewall rules; limiting memory stick and external hard drive use; requiring timely application of security and software patches on servers; antivirus endpoint protection; performing 24-hour/7-day a week network monitoring; and improving our backup and recovery strategy, among others. 24 Management’s Role Managing Risk The Chief Information Officer, as well as other members of Management, plays a pivotal role in informing the Board on cybersecurity risks by providing comprehensive briefings to the Board on a regular basis.
Removed
In general, Century seeks to address cybersecurity risks through a comprehensive, cross-functional approach that is focused on preserving the confidentiality, security and availability of the information that Century generates, collects and stores by identifying, preventing and mitigating cybersecurity threats and effectively responding to cybersecurity incidents when they occur.
Removed
Management’s Role Managing Risk The Chief Information Officer, as well as other members of Management, plays a pivotal role in informing the Board on cybersecurity risks by providing comprehensive briefings to the Board on a regular basis.

Item 2. Properties

Properties — owned and leased real estate

1 edited+0 added3 removed2 unchanged
Biggest changeAdditional information about the location and productive capacity of our facilities is available in the "Overview" section of Item 1. Business . Facility Ownership Hawesville 100% Owned Sebree 100% Owned Mt.
Biggest changeAdditional information about the location and productive capacity of our facilities is available in the "Overview" section of
Removed
Holly 100% Owned Grundartangi Facility 100% owned; long-term ground lease Vlissingen Facility 100% owned; long-term ground lease Jamalco 55% Joint venture interest; long-term ground lease Chicago Corporate Office Long-term office lease Item 3.
Removed
Legal Proceedings We are a party from time to time in various legal actions arising in the normal course of business, the outcomes of which, in the opinion of management, neither individually nor in the aggregate are likely to result in a material adverse effect on our financial position, operating results and cash flows.
Removed
For information regarding material legal proceedings pending against us at December 31, 2023, refer to Note 17. Commitments and Contingencies to the consolidated financial statements included herein. 26

Item 3. Legal Proceedings

Legal Proceedings — active lawsuits and investigations

12 edited+6 added3 removed10 unchanged
Biggest changeThe IRA provides for substantial tax credits and incentives for the development of critical minerals (including aluminum), renewable energy, clean fuels, electric vehicles, and supporting infrastructure, among other provisions. Section 45X of the IRA contains a production tax credit equal to 10% of certain eligible production costs, including, without limitation, labor, energy, depreciation and amortization and overhead expenses.
Biggest changeSection 45X of the IRA contains a production tax credit equal to 10% of certain eligible production costs, including, without limitation, labor, energy, depreciation and amortization and overhead expenses. On October 24, 2024, the U.S.
Our inability to enforce our rights and the enforcement of rights on a prejudicial basis by foreign courts or arbitral panels could have an adverse effect on our results of operations and financial position. 22 The Inflation Reduction Act of 2022 ("IRA") contains production tax credits for certain critical minerals, including aluminum.
Our inability to enforce our rights and the enforcement of rights on a prejudicial basis by foreign courts or arbitral panels could have an adverse effect on our results of operations and financial position. The Inflation Reduction Act of 2022 ("IRA") contains production tax credits for certain critical minerals, including aluminum.
Future transactions in our stock that may not be in our control may cause us to experience such an ownership change and thus limit our ability to utilize net operating losses, tax credits and other tax assets to offset future taxable income. Risks Related to Acquisitions Acquisitions could disrupt our operations and harm our operating results.
Future transactions in our stock that may not be in our control may cause us to experience such an ownership change and thus limit our ability to utilize net operating losses, tax credits and other tax assets to offset future taxable income. 22 Risks Related to Acquisitions Acquisitions could disrupt our operations and harm our operating results.
Glencore may also make investments in businesses that directly or indirectly compete with us, or may pursue acquisition opportunities that may be complementary to our business and, as a result, those acquisition opportunities may not be available to us. Item 1B. Unresolved Staff Comments We have no unresolved comments from the staff of the SEC.
Glencore may also make investments in businesses that directly or indirectly compete with us, or may pursue acquisition opportunities that may be complementary to our business and, as a result, those acquisition opportunities may not be available to us. Item 1B. Unresolved Staff Comments Not applicable.
During the year ended December 31, 2023, we derived approximately 73.8% of our consolidated sales from Glencore and we expect to sell a significant portion of our production to Glencore in 2024.
During the year ended December 31, 2024, we derived approximately 59.1% of our consolidated sales from Glencore and we expect to sell a significant portion of our production to Glencore in 2025.
On December 14, 2023, the U.S. Department of the Treasury and the Internal Revenue Service released proposed rules to provide guidance on the production tax credit requirements under Internal Revenue Code Section 45X (the “Proposed Regulations”). The Proposed Regulations provide guidance on rules that taxpayers must satisfy to qualify for the Section 45X tax credit.
Department of the Treasury and the Internal Revenue Service released final rules to provide guidance on the production tax credit requirements under Internal Revenue Code Section 45X (the “Final Regulations”). The Final Regulations provide guidance on rules that taxpayers must satisfy to qualify for the Section 45X tax credit.
As of December 31, 2023, we had federal net operating loss carryforwards of approximately $1,533.5 million which could offset future taxable income.
As of December 31, 2024, we had federal net operating loss carryforwards of approximately $1,571.2 million which could offset future taxable income.
The Company's ability to benefit from Section 45X production tax credits is not guaranteed and is dependent upon the federal government's ongoing implementation, guidance, regulations, and/or rulemakings that have been the subject of substantial public interest and debate. In August 2022, President Biden signed the IRA into law.
The Company's ability to benefit from Section 45X production tax credits is not guaranteed and is dependent upon the federal government's ongoing implementation, guidance, regulations, and/or rulemakings that have been the subject of substantial public interest and debate. The IRA provides for substantial tax credits and incentives for the development of critical minerals (including aluminum), among other provisions.
Accordingly, our past or future acquisitions might not ultimately improve our competitive position and business prospects as anticipated and may subject us to additional liabilities that could have a material adverse effect on our business, financial position, results of operations and liquidity. 23 Risks Related to Stock Ownership in the Company Glencore may exercise substantial influence over us, and they may have interests that differ from those of our other stockholders.
Accordingly, our past or future acquisitions might not ultimately improve our competitive position and business prospects as anticipated and may subject us to additional liabilities that could have a material adverse effect on our business, financial position, results of operations and liquidity.
Any reduction, elimination, or discriminatory application or expiration of the IRA may materially adversely affect the Company’s future operating results and liquidity. Our ability to utilize certain net operating loss carryforwards to offset future taxable income may be significantly limited if we experience an "ownership change" under the Internal Revenue Code.
The application process for these grants and other incentives is highly competitive and we may not be successful in obtaining any additional grants, loans or other incentives. Our ability to utilize certain net operating loss carryforwards to offset future taxable income may be significantly limited if we experience an "ownership change" under the Internal Revenue Code.
Glencore beneficially owns approximately 42.9% of our outstanding common stock and all of our outstanding Series A Convertible Preferred Stock. In addition, one of our seven directors is a Glencore employee.
Risks Related to Stock Ownership in the Company Glencore may exercise substantial influence over us, and they may have interests that differ from those of our other stockholders. Glencore beneficially owns approximately 42.9% of our outstanding common stock and all of our outstanding Series A Convertible Preferred Stock. In addition, one of our seven directors is a Glencore employee.
As a result, the final interpretation and implementation of the provisions in the IRA could have a material adverse impact on the Company. Furthermore, future legislative enactments or administrative actions could limit, amend, repeal, or terminate IRA policies or other incentives that the Company currently hopes to leverage.
While Section 45X of the IRA provides for substantial tax benefits for Century, there is some uncertainty as to how certain provisions under the IRA will be interpreted and implemented. Furthermore, future legislative enactments or administrative actions could limit, amend, repeal, or terminate IRA policies or other incentives that the Company currently hopes to benefit from.
Removed
While Section 45X of the IRA provides for substantial tax benefits for Century, the Proposed Regulations have not been finalized and remain subject to public comment. There is uncertainty as to how the provisions under the IRA will be interpreted and implemented.
Added
Any reduction, elimination, or discriminatory application or expiration of the IRA may materially adversely affect the Company’s future operating results and liquidity. Our $500 million funding from the U.S. Department of Energy (“DOE”) is subject to review and will be subject to negotiation of specific terms and contingent on our compliance with the requirements negotiated with the DOE.
Removed
The Company’s ability to ultimately benefit from IRA tax credits is not guaranteed and is dependent to a large degree upon the final scope, terms and conditions of the Proposed Regulations.
Added
On January 10, 2025, the Company entered into a Cooperative Agreement with the DOE’s Office of Clean Energy Demonstrations for up to $500 million in Bipartisan Infrastructure Law and Inflation Reduction Act (“Inflation Reduction Act”) funding to build a new aluminum smelter in the United States.
Removed
Certain provisions of the IRA have been the subject of substantial public interest and have been subject to debate, and there are divergent views on potential implementation, guidance, rules, and regulatory principles by a diverse group of interested parties. There can be no assurance that the Company’s domestic aluminum production operations will fully qualify for the benefits under the IRA.
Added
Since that time, the issuance of certain Executive Orders, including the Unleashing American Energy Executive Order on January 20, 2025, has required an immediate pause in the disbursement of funds appropriated through the Inflation Reduction Act pending a 90-day review period.
Added
The Company is currently evaluating this Executive Order and other related memoranda to determine what, if any, impact they might have on or our previously announced DOE funding. If the DOE proceeds with our funding as planned, such funding will additionally remain subject to certain compliance obligations and other terms and conditions.
Added
As previously announced, the DOE funding will support the construction of a new aluminum smelter in the Mississippi/Ohio River basins, however to complete this project, we will need to obtain substantial additional financing, and there can be no assurance that such financing will be available on acceptable terms or at all.
Added
We may also seek additional government grants and incentive awards to support construction of the new aluminum smelter and our ability to obtain such additional grants or incentives in the future is subject to the availability of funds under applicable government programs and approval of our applications to participate in such programs.

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

20 edited+3 added2 removed7 unchanged
Biggest changeWe also recognized a non-cash other postretirement benefits ("OPEB") curtailment gain totaling $8.9 million. Acquisition of 55% interest in Jamalco On May 2, 2023, our wholly-owned subsidiary, Century Aluminum Jamaica Holdings, Inc., acquired for $1.00 a 55% interest in Jamalco, an unincorporated joint venture with Clarendon Alumina Production Limited ("CAP"), which is owned by the Government of Jamaica.
Biggest changeAcquisition of 55% interest in Jamalco In May 2023, our wholly-owned subsidiary, Century Aluminum Jamaica Holdings, Inc., completed the acquisition of all the outstanding share capital of General Alumina Holdings Limited, the holder of a 55% interest in Jamalco, an unincorporated joint venture with the Government of Jamaica through its controlled entity Clarendon Alumina Production Limited ("CAP").
The government has incentivized the production of aluminum by offering a tax credit equal to 10% of eligible domestic production costs. Based on the proposed regulations, we have recognized a receivable and corresponding offset to cost of goods sold and selling, general and administrative expenses. Any changes to the proposed regulations as part of the U.S.
The government has incentivized the production of aluminum by offering a tax credit equal to 10% of eligible domestic production costs. Based on the final regulations, we have recognized a receivable and corresponding offset to cost of goods sold and selling, general and administrative expenses. Any changes to the final regulations as part of the U.S.
Issuer Purchases of Equity Securities during the three months ended December 31, 2023 There were no issuer purchases of equity securities during the three months ended December 31, 2023. See Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations - Liquidity and Capital Resources Other Items for a discussion of the current stock repurchase authorization.
Issuer Purchases of Equity Securities during the three months ended December 31, 2024 There were no issuer purchases of equity securities during the three months ended December 31, 2024. See Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations - Liquidity and Capital Resources Other Items for a discussion of the current stock repurchase authorization.
Financial Statements and Supplementary Data and in Item 1A. Risk Factors . This MD&A contains “forward-looking statements” - See “Forward-Looking Statements” above. The following discussion and analysis are for the year ended December 31, 2023, compared with the same period in 2022 unless otherwise stated.
Financial Statements and Supplementary Data and in Item 1A. Risk Factors. This MD&A contains “forward-looking statements” - See “Forward-Looking Statements” above. The following discussion and analysis are for the year ended December 31, 2024, compared with the same period in 2023 unless otherwise stated.
Aluminum Total Return Index (1) 100 81 93 240 185 140 S&P 500 Index 100 131 156 200 164 207 (1) The Dow Jones U.S. Aluminum Total Return Index replaces the Morningstar Aluminum Index in this analysis and going forward, as the latter data is no longer accessible. The latter index has been included with data through 2019.
Aluminum Total Return Index (1) 100 93 240 185 140 194 S&P 500 Index 100 156 200 164 207 200 (1) The Dow Jones U.S. Aluminum Total Return Index replaces the Morningstar Aluminum Index in this analysis and going forward, as the latter data is no longer accessible. The latter index has been included with data through 2019.
Debt to the consolidated financial statements included herein. 29 Stock Performance Graph The following line graph compares Century Aluminum Company’s cumulative total return to stockholders with the cumulative total return of the S&P 500 Index and the Dow Jones U.S. Aluminum Total Return Index. These comparisons assume the investment of $100 on December 31, 2018 and the reinvestment of dividends.
Debt to the consolidated financial statements included herein. 31 Stock Performance Graph The following line graph compares Century Aluminum Company’s cumulative total return to stockholders with the cumulative total return of the S&P 500 Index and the Dow Jones U.S. Aluminum Total Return Index. These comparisons assume the investment of $100 on December 31, 2019 and the reinvestment of dividends.
Treasury Department's finalization of the regulations could result in a subsequent adjustment to the estimated credit as of December 31, 2023.
Treasury Department's finalization of the regulations could result in a subsequent adjustment to the estimated credit as of December 31, 2024.
Comparison of Cumulative Total Return to Stockholders from December 31, 2018 through December 31, 2023 As of December 31, 2018 2019 2020 2021 2022 2023 Century Aluminum Company $ 100 $ 103 $ 151 $ 227 $ 112 $ 166 Dow Jones U.S.
Comparison of Cumulative Total Return to Stockholders from December 31, 2019 through December 31, 2024 As of December 31, 2019 2020 2021 2022 2023 2024 Century Aluminum Company $ 100 $ 151 $ 227 $ 112 $ 166 $ 242 Dow Jones U.S.
For discussion and analysis of the year ended December 31, 2022, compared with the same period in 2021, please refer to "Management’s Discussion and Analysis of Financial Condition and Results of Operations" included in Part II, Item 7. of our Annual Report on Form 10-K for the year ended December 31, 2022, filed with the Securities and Exchange Commission (the "SEC") on February 27, 2023.
For discussion and analysis of the year ended December 31, 2023, compared with the same period in 2022, please refer to "Management’s Discussion and Analysis of Financial Condition and Results of Operations" included in Part II, Item 7. of our Annual Report on Form 10-K for the year ended December 31, 2023, filed with the Securities and Exchange Commission (the "SEC") on March 15, 2024.
The key determinants of our results of operations and cash flow from operations are as follows: the price of primary aluminum, which is based on the London Metal Exchange ("LME") and other exchanges, plus any regional premiums and value-added product premiums; the cost of goods sold, the principal components of which are electrical power, alumina, carbon products, caustic soda, natural gas, heavy fuel oil and labor, which in aggregate represent more than 79% of our cost of goods sold; and our production volume and product mix.
The key determinants of our results of operations and cash flow from operations are as follows: the price of primary aluminum, which is based on the London Metal Exchange ("LME") and other exchanges, plus any regional premiums and value-added product premiums; the cost of goods sold, the principal components of which are electrical power, alumina, carbon products, labor and other controllable costs, which in aggregate represent more than 76% of our cost of goods sold; and our production volume and product mix.
Holders As of March 14, 2024, there were 91 holders of record of our common stock, which does not include the number of beneficial owners whose common stock was held in street name or through fiduciaries. Dividend Information We did not declare dividends on our common stock in 2023 or 2022.
Holders As of February 27, 2025, there were 103 holders of record of our common stock, which does not include the number of beneficial owners whose common stock was held in street name or through fiduciaries. Dividend Information We did not declare dividends on our common stock in 2024 or 2023.
For the year ended December 31, 2023, we incurred curtailment charges of $16.6 million, including $9.0 million related to excess capacity charges. These charges were partially offset by income related to scrap and materials sales of $1.7 million.
For the year ended December 31, 2024, we incurred curtailment charges of $6.8 million primarily to maintain the idle facility. These charges were partially offset by income related to scrap and materials sales of $0.5 million. Comparatively, for the year ended December 31, 2023, we incurred curtailment charges of $16.6 million, including $9.0 million related to excess capacity charges.
Jamalco Equipment Failure In June 2023, Jamalco experienced a power disruption caused by damage to its power generation unit. The equipment failure resulted in a loss of production at Jamalco of approximately 84,000 tonnes for the year ended December 31, 2023. The impact of the equipment failure was approximately $30.4 million.
Refer to Note 2. Acquisition of Jamalco for further information. Jamalco Equipment Failure In June 2023, Jamalco experienced a power disruption caused by damage to its power generation unit. The equipment failure resulted in a loss of production at Jamalco of approximately 84,000 tonnes for the year ended December 31, 2023.
Jamalco is engaged in bauxite mining and alumina refining in Jamaica. The Company's wholly-owned subsidiary, General Alumina Jamaica Limited, is the managing partner of the Jamalco joint venture. Jamalco has optimal alumina production capacity of approximately 1.4 million tonnes. Our historical financial statements for periods prior to May 2, 2023 do not include the results of Jamalco.
Jamalco is engaged in bauxite mining and alumina refining in Jamaica. The Company's wholly-owned subsidiary, General Alumina Jamaica Limited, is the managing partner of the Jamalco joint venture. Jamalco has alumina production capacity of approximately 1.4 million tonnes, and produced approximately 1.1 million tonnes of alumina in 2024 and approximately 1.0 million tonnes of alumina in 2023.
Refer to Note 2. Acquisition of Jamalco for further information. 31 Mt. Holly Power Contract On October 27, 2023, our wholly-owned subsidiary, Century Aluminum of South Carolina, Inc. ("CASC"), entered into an agreement with the South Carolina Public Service Authority (also known as Santee Cooper) for a new, three-year power contract for Century's Mt. Holly aluminum smelter.
These charges were partially offset by income related to scrap and material sales of $1.7 million. Mt. Holly Power Contract On October 27, 2023, our wholly-owned subsidiary, Century Aluminum of South Carolina, Inc. ("CASC"), entered into an agreement with the South Carolina Public Service Authority (also known as Santee Cooper) for a new, three-year power contract for Century's Mt.
Overview We are a global producer of primary aluminum with aluminum reduction facilities, or "smelters," in the United States and Iceland. In addition to our primary aluminum assets, we have a 55% joint venture interest in the Jamalco bauxite mining operation and alumina refinery in Jamaica.
Overview We are a global producer of alumina and primary aluminum with production facilities in the United States. Iceland and Jamaica. Our primary aluminum smelters are concentrated in the U.S. and Iceland, while in Jamaica we maintain a 55% joint venture interest in the Jamalco alumina refinery, from which we off-take a commensurate amount of alumina production.
Despite returning the equipment to full capacity as of the end of October, we continue to see some inefficiencies into the first quarter of 2024. We are actively engaged with our insurance carriers in connection with this equipment failure to determine the specific amount of coverage available to us, including any applicable deductibles.
We are actively engaged with our insurance carriers in connection with this equipment failure to determine the specific amount of coverage available to us, including any applicable deductibles. 33 Hurricane Beryl In early July 2024, Hurricane Beryl temporarily impacted our operations in Jamaica.
The Jamalco refinery supplies a substantial amount of the alumina used for the production of primary aluminum at our Grundartangi, Iceland facility. We also own a carbon anode production facility located in the Netherlands.
The majority of our Jamalco off-take is consumed internally at our primary aluminum smelters in a vertical integration model. We also own a carbon anode production facility located in the Netherlands.
The contract will be effective as of January 1, 2024, and run through December 2026, and will provide for 295MW of electric power at cost-of-service based rates, allowing the Mt. Holly smelter to continue operating at its current capacity and potentially to restart the remaining 25% of its curtailed production capacity.
Holly aluminum smelter. The contract, which runs through December 2026, provides for 295MW of electric power at service-based rates and provides sufficient power to allow Mt. Holly to operate at its current production capacity, as well as an option to take additional power to support any future restart of the remaining 25% of production capacity.
Section 45X of the Inflation Reduction Act On December 14, 2023, the U.S. Treasury Department’s issued proposed regulations implementing Section 45X of the Inflation Reduction Act, and the expected impact of the Section 45X Advanced Manufacturing Tax Credit on the Company.
Section 45X of the Inflation Reduction Act On October 24, 2024, the U.S. Treasury Department and the Internal Revenue Service issued final regulations implementing Section 45X of the Inflation Reduction Act, which provide guidance on rules taxpayers must satisfy to qualify for the tax credit.
Removed
Hawesville temporary curtailment In August 2022 we fully curtailed production at the Hawesville facility and expect to continue to maintain the plant with the intention of restarting operations when market conditions permit, including energy prices returning to more normalized levels and aluminum prices maintaining levels that can support the on-going costs and capital expenditures necessary to restart and operate the plant.
Added
The impact of the equipment failure on gross margin was approximately $30.4 million. Despite returning the equipment to full capacity as of the end of October 2023, we continued to see some inefficiencies into the first quarter of 2024.
Removed
Comparatively, for the year ended December 31, 2022, we recognized an impairment charge of $159.4 million, approximately $18.1 million of expense during the year related to wages and severance triggered by our issuance of the WARN notice and excess capacity charges, partially offset by final plant idling activities.
Added
Jamalco’s production facilities escaped significant damage, but the port facility was impacted by the storm, where a portion of the alumina conveyor was damaged. Jamalco's bauxite mining and alumina production joint venture returned to full production in July 2024. Jamalco secured alternative port arrangements to allow for alumina shipments to its customers while the repairs to the conveyor were ongoing.
Added
In September 2024, we resumed normal shipping operations at Jamalco’s Rocky Point port following the completion of repairs to the port. Hawesville In August 2022 we fully curtailed production at the Hawesville facility. We continue to explore all options related to the Hawesville facility. See Item 1A. Risk Factors .

Item 7. Management's Discussion & Analysis

Management's Discussion & Analysis (MD&A) — revenue / margin commentary

30 edited+6 added10 removed64 unchanged
Biggest changeThis list of material risk factors is not all-inclusive or necessarily in order of importance. 9 Risk Factor Summary Risks Related to our Industry and Business Declines in the market price (including premiums) for primary aluminum Excess capacity and overproduction of aluminum Increases in energy costs and loss or disruption of our supply of power Inability to compete Impact of future pandemics Curtailment of our production capacities and/or aluminum reduction facilities Casthouse Project at Grundartangi and related financing Inability to realize benefits from capital projects "Take-or-pay" obligations under our raw material and services contracts Small customer base Requirement to maintain substantial resources for operations Exposure to political, economic, regulatory, currency and other risks related to our international operations Unpredictable events affecting operations Impact of our hedging transactions Complexity of Jamalco business Risks of Jamalco Joint Venture structure Jamalco permitting risks Risks Related to Labor and Employees Failure to maintain stable and productive labor relations Increased labor costs and labor shortages at our operations Risks Related to Indebtedness and Financing Deterioration in our credit rating or financial condition Failure to generate sufficient cash flow for debt service requirements Levels of indebtedness and/or any future indebtedness Interest rate risk Covenants and restrictions in debt instruments Dependence on intercompany transfers Potential dilution of ownership interests upon conversion of the Convertible Notes Impact of accounting method for settlement of Convertible Notes Effect of the capped call transactions on Century stock and value of notes and related counterparty risk Risks Related to Cybersecurity Failure of IT systems, network disruptions, cyber-attacks, and other security data breaches Risks Related to Legal, Regulatory and Compliance Matters Effects of climate change, climate change legislation and/or environmental regulations Effects of health and safety laws and regulations Effects of trade laws or regulations Effects of litigation and legal proceedings Realization of benefits under Inflation Reduction Act Section 45X Ability to use certain NOLs to offset future taxable income Risks Related to Acquisition Effect of any future acquisitions on the Company and its operations Risks Related to Stock Ownership Impact and influence from Glencore's ownership interests in Century Risk Related to our Industry and Business Declines in overall aluminum prices could have a material adverse effect on our business, financial condition, results of operations and cash flows.
Biggest changeRisk Factor Summary Risks Related to our Industry and Business Declines in the market price (including premiums) for primary aluminum Excess capacity and overproduction of aluminum Increases in energy costs and loss or disruption of our supply of power Inability to compete Impact of future pandemics Curtailment of our production capacities and/or aluminum reduction facilities Inability to realize benefits from capital projects "Take-or-pay" obligations under our raw material and services contracts Small customer base Requirement to maintain substantial resources for operations Exposure to political, economic, regulatory, currency and other risks related to our domestic and international operations Unpredictable events affecting operations Impact of our hedging transactions Complexity of Jamalco business Risks of Jamalco Joint Venture structure Risks related to material weaknesses and ineffective internal controls over financial reporting 9 Risks Related to Labor and Employees Failure to maintain stable and productive labor relations Risks Related to Indebtedness and Financing Deterioration in our credit rating or financial condition Failure to generate sufficient cash flow for debt service requirements Levels of indebtedness and/or any future indebtedness Interest rate risk Covenants and restrictions in debt instruments Dependence on intercompany transfers Potential dilution of ownership interests upon conversion of the Convertible Notes Impact of accounting method for settlement of Convertible Notes Effect of the capped call transactions on Century stock and value of notes and related counterparty risk Risks Related to Cybersecurity Failure of IT systems, network disruptions, cyber-attacks, and other security data breaches Risks Related to Legal, Regulatory and Compliance Matters Effects of climate change, climate change legislation and/or environmental regulations Effects of environmental, health and safety laws and regulations Effects of trade laws or regulations Effects of litigation and legal proceedings Realization of benefits under Inflation Reduction Act Section 45X Availability of our $500 million DOE funding to support the new aluminum smelter Ability to use certain NOLs to offset future taxable income Risks Related to Acquisition Effect of any future acquisitions or joint ventures on the Company and its operations Risks Related to Stock Ownership Impact and influence from Glencore's ownership interests in Century Risk Related to our Industry and Business Declines in overall aluminum prices could have a material adverse effect on our business, financial condition, results of operations and cash flows.
Certain of our principal raw materials are commodities for which, at times, availability and pricing can be volatile due to a number of factors beyond our control, including general economic conditions, inflationary impacts, domestic and worldwide demand, 13 labor costs, competition, weather conditions and other transportation delays, major force majeure events, pandemics, tariffs, sanctions and currency exchange rates.
Certain of our principal raw materials are commodities for which, at times, availability and pricing can be volatile due to a number of factors beyond our control, including general economic conditions, inflationary impacts, domestic and worldwide demand, labor costs, competition, weather conditions and other transportation delays, major force majeure events, pandemics, tariffs, sanctions and currency exchange rates.
Quantitative and Qualitative Disclosures about Market Risk Foreign Currency . Unpredictable events may interrupt our operations, which may adversely affect our business. Our operations may be susceptible to unpredictable events, including accidents, transportation and supply interruptions, labor disputes, equipment failure, information system breakdowns, natural disasters, dangerous weather conditions, river conditions, political unrest, global pandemics, cyberattacks and other events.
Quantitative and Qualitative Disclosures about Market Risk Foreign Currency . 14 Unpredictable events may interrupt our operations, which may adversely affect our business. Our operations may be susceptible to unpredictable events, including accidents, transportation and supply interruptions, labor disputes, equipment failure, information system breakdowns, natural disasters, dangerous weather conditions, river conditions, political unrest, global pandemics, cyberattacks and other events.
Any curtailments of our operations, or actions taken to seek bankruptcy protection or divest some or all of our assets, could have a material adverse effect on our business, financial position, results of operations and liquidity. 12 The restart of curtailed capacity at our Mt. Holly smelter is subject to certain risks and uncertainties.
Any curtailments of our operations, or actions taken to seek bankruptcy protection or divest some or all of our assets, could have a material adverse effect on our business, financial position, results of operations and liquidity. The restart of curtailed capacity at our Mt. Holly smelter is subject to certain risks and uncertainties.
Any increase in our electricity and energy prices not tied to corresponding increases in the LME price could have a material adverse effect on our business, financial position, results of operations and liquidity. 11 Loss or disruptions in our supply of power and other power-related events could adversely affect our business, financial condition or results of operations.
Any increase in our electricity and energy prices not tied to corresponding increases in the LME price could have a material adverse effect on our business, financial position, results of operations and liquidity. Loss or disruptions in our supply of power and other power-related events could adversely affect our business, financial condition or results of operations.
For some of these production inputs, such as alumina, coke, pitch and cathodes, we do not have any internal production and rely on a limited number of suppliers for all of our requirements. Many of our supply agreements are short term or expire in the next few years.
For some of these production inputs, such as coke, pitch and cathodes, we do not have any internal production and rely on a limited number of suppliers for all of our requirements. Many of our supply agreements are short term or expire in the next few years.
Any failure to complete these projects, or any delays or failure to achieve the anticipated results from the implementation of any such projects, could have a material adverse effect on our business, financial condition, results of operations and liquidity. Certain of our raw material and services contracts contain "take-or-pay" obligations.
Any failure to complete these projects, or any delays or failure to achieve the anticipated results from the implementation of any such projects, could have a material adverse effect on our business, financial condition, results of operations and liquidity. 13 Certain of our raw material and services contracts contain "take-or-pay" obligations.
Any deferred costs achieved through such curtailments and other cost cutting measures could ultimately result in higher capital expenditures and maintenance costs than would have been incurred had such costs not been deferred and increase the costs to restore production capacity if market forces warrant.
Any deferred costs achieved through such curtailments and other cost cutting measures could ultimately result in higher capital expenditures and maintenance costs than would have been incurred had such costs not been deferred and increase the costs to 10 restore production capacity if market forces warrant.
To the extent that we curtail production at any of our operations, we may continue to be obligated to take or pay for goods or services under these contracts as if we were operating at full production, which reduces the cost savings advantages of curtailing aluminum production.
To the extent that we curtail production at any of our operations, we may continue to be obligated to take or pay for goods or services under these contracts as if we were operating at full production, which reduces the cost savings advantages of curtailing production.
Our operating results depend on the market for primary aluminum which can be volatile and subject to many factors 10 beyond our control.
Our operating results depend on the market for primary aluminum which can be volatile and subject to many factors beyond our control.
From time to time, we undertake strategic capital projects in order to enhance, expand and/or upgrade our facilities and operational capabilities. For instance, within the past several years, we have undertaken expansion projects at each of our Sebree, Hawesville, Grundartangi, Mt. Holly and Vlissingen facilities.
From time to time, we undertake strategic capital projects in order to enhance, expand and/or upgrade our facilities and operational capabilities. For instance, within the past several years, we have undertaken expansion projects at each of our Jamalco, Sebree, Grundartangi, Mt. Holly and Vlissingen facilities.
Business - Customer Base. 14 Any material non-payment or non-performance by one of our principal customers, a significant dispute with one of these customers, a significant downturn or deterioration in the business or financial condition of any of these customers, early termination of our sales agreement with any of these customers, or any other event significantly negatively impacting the contractual relationship with one of these customers could adversely affect our financial condition and results of operations.
Any material non-payment or non-performance by one of our principal customers, a significant dispute with one of these customers, a significant downturn or deterioration in the business or financial condition of any of these customers, early termination of our sales agreement with any of these customers, or any other event significantly negatively impacting the contractual relationship with one of these customers could adversely affect our financial condition and results of operations.
For the year ended December 31, 2023, we derived approximately 73.8% of our consolidated net sales from Glencore and we currently have agreements in place to sell a substantial portion of our 2024 production to Glencore. We expect that the rest of our 2024 customer base will remain fairly concentrated among a small number of customers under short-term contracts.
For the year ended December 31, 2024, we derived approximately 59.1% of our consolidated net sales from Glencore and we currently have agreements in place to sell a substantial portion of our 2025 production to Glencore. We expect that the rest of our 2025 customer base will remain fairly concentrated among a small number of customers under short-term contracts.
Changes in these inputs may result in actual costs and returns that materially differ from the estimated costs and returns and our financial position and results of operations may be negatively affected as a result. Changes in these inputs may also make the restart of the remaining curtailed capacity at Mt. Holly uneconomic.
Changes in these inputs may result in actual costs and returns that materially differ from the estimated costs and returns and our financial position and results of operations may be negatively affected as a result. Changes in these inputs may also affect the economic viability of restarting the remaining curtailed capacity at Mt. Holly.
Any potential future restart of this curtailed capacity will be made in light of certain market assumptions that are subject to risks outside of our control, specifically the LME price of aluminum, price and availability of raw materials and price levels of metal premiums.
Any potential future restart of this curtailed capacity will be made in the context of then-current market conditions that are subject to risks outside of our control, specifically the LME price of aluminum, price and availability of raw materials and price levels of metal premiums.
Our business depends upon the adequate supply of alumina, aluminum fluoride, calcined petroleum coke, pitch, carbon anodes, cathodes, alloys, caustic soda, natural gas, heavy fuel oil, and other raw materials.
Increases in our raw material costs and disruptions in our supply of raw materials could adversely affect our business . Our business depends upon the adequate supply of alumina, aluminum fluoride, calcined petroleum coke, pitch, carbon anodes, cathodes, alloys, caustic soda, natural gas, heavy fuel oil, and other raw materials.
Each of these three components has its own drivers of variability. The price of aluminum is influenced by a number of factors, including global supply-demand balance, inventory levels, speculative activities by market participants, production activities by global producers, political and economic conditions, as well as raw material and other production costs in major production regions.
The price of aluminum is influenced by a number of factors, including global supply-demand balance, inventory levels, speculative activities by market participants, production activities by global producers, political and economic conditions including the implementation and modifications of tariff regimes, as well as raw material and other production costs in major production regions.
We are also exposed to price risk for each of these raw material commodities. For example, the pricing under certain of our current alumina supply contracts is based on a published alumina index. As a result, our cost structure is exposed to market fluctuations and price volatility.
We are also exposed to price risk for each of these raw material commodities. For example, from time to time we may enter into alumina supply contracts that are based on a published alumina index. As a result, our cost structure may be exposed to market fluctuations and price volatility.
Because we sell our products based on the LME price for primary aluminum, we are not able to pass on to our customers any increased cost of raw materials that are not linked to the LME price.
Because we sell our products based on published market prices, we are not able to pass on to our customers any increased cost of raw materials that are not linked to such prices.
For example, extreme weather events throughout 2022 across the United States resulted in increases to power prices for our Kentucky plants, which resulted in the curtailment of the Hawesville smelter in the third quarter of 2022.
For example, extreme weather events throughout 2022 across the United States resulted in increases to power prices for our Kentucky plants, which resulted in the curtailment of the Hawesville smelter in the third quarter of 2022. More recently, market disruptions in global energy markets related to the war in Ukraine caused significant increases in market-based power prices.
These market-based contracts expose us to price volatility and fluctuations due to factors beyond our control and without any direct relationship to the price of primary aluminum.
In the U.S., our Hawesville and Sebree plants receive all of their electricity requirements under market-based electricity contracts. These market-based contracts expose us to price volatility and fluctuations due to factors beyond our control and without any direct relationship to the price of primary aluminum.
We may be unable to continue to compete successfully in the markets in which we operate. The global primary aluminum industry in which we operate is highly competitive. Aluminum also competes with other materials, such as steel, copper, plastics, composite materials and glass, among others, for various applications and uses.
The global primary aluminum industry in which we operate is highly competitive. Aluminum also competes with other materials, such as steel, copper, plastics, composite materials and glass, among others, for various applications and uses. Many of our competitors are larger than we are and have greater financial and technical resources than we do.
Certain of our insurance policies do not cover any losses that may be incurred if our suppliers are unable to provide power under certain circumstances. Certain losses or prolonged interruptions in our operations may trigger a default under certain of our outstanding indebtedness and could have a material adverse effect on our business, financial position, results of operations and liquidity.
Certain losses or prolonged interruptions in our operations may trigger a default under certain of our outstanding indebtedness and could have a material adverse effect on our business, financial position, results of operations and liquidity. We may be unable to continue to compete successfully in the markets in which we operate.
Many of our competitors are larger than we are and have greater financial and technical resources than we do. These larger competitors may be better able to withstand reductions in price or other adverse industry or economic conditions.
These larger competitors may be better able to withstand reductions in price or other adverse industry or economic conditions.
In addition to changes in market assumptions, other unforeseen difficulties could increase the cost of the project, delay the project or render the project not feasible. Any delay in the completion of the project, unexpected or increased costs or inability to fund the project could have a material adverse effect on our business, financial position, results of operations and liquidity.
Our ability to finance a restart could also be impacted by our cash position and results of operations. Any delay in the completion of such a project, unexpected or increased costs or inability to fund a restart could have a material adverse effect on our business, financial position, results of operations and liquidity.
Insufficient rain in Iceland has and could in the future lead to low water levels in the reservoirs which has resulted and may again result in curtailments in power which is provided to our Grundartangi smelter from hydroelectric and geothermal sources. 15 We accept delivery of necessary raw materials to our operations using public infrastructure such as river systems and seaports.
Insufficient rain in Iceland has and could in the future lead to low water levels in the reservoirs which has resulted and may again result in curtailments in power which is provided to our Grundartangi smelter from hydroelectric and geothermal sources. In early July 2024, Hurricane Beryl temporarily impacted our operations in Jamaica.
As a result of these events, the alumina index price reached a high of $710 per tonne in April 2018 compared to an average price of $343 per tonne in 2023, $ 362 per tonne for 2022, and $329 per tonne for 2021.
During 2024, for example, external events in the alumina markets, including the export ban in Guinea, caused significant price volatility. As a result of these events, the alumina index price reached a high of $805 per tonne in December 2024 compared to an average price of $343 per tonne in 2023 and $ 362 per tonne for 2022.
The restart of production at our Hawesville smelter is subject to certain risks and uncertainties. In the third quarter of 2022, we curtailed all operations at our Hawesville smelter.
Future options with respect to our Hawesville smelter remain subject to strategic review. In the third quarter of 2022, we curtailed all operations at our Hawesville smelter.
Any potential restart of operations at the Hawesville smelter would be based on certain market assumptions that would be subject to risks outside of our control, specifically the LME price of aluminum, price and availability of raw materials and price levels of metal premiums.
There can be no assurance that we will decide to sell Hawesville, that we will be able to sell Hawesville on commercially attractive terms, or at all, or that if we elect to restart Hawesville, that such restarted operations would be profitable. 12 Any potential future restart of operations at the Hawesville smelter will be made in the context of then-current market conditions that are subject to risks outside of our control, specifically the LME price of aluminum, price and availability of raw materials and price levels of metal premiums.
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations and elsewhere herein.
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations and elsewhere herein. This list of material risk factors is not all-inclusive or necessarily in order of importance.
Removed
In the U.S., our Hawesville and Sebree plants receive all of their electricity requirements under market-based electricity contracts. In Iceland, we previously entered into contracts to fix the forward price of approximately 20% of Grundartangi's Nord Pool based power requirements for the year ending December 31, 2023.
Added
Each of these three components has its own drivers of variability.
Removed
Previously, in 2021, due in large part to low reservoir levels in Europe and low natural gas inventory in Europe, the monthly Nord Pool power prices more than tripled from January 2021 to December 2021. More recently, market disruptions in global energy markets related to the war in Ukraine caused significant increases in market-based power prices.
Added
Certain of 11 our insurance policies do not cover any losses that may be incurred if our suppliers are unable to provide power under certain circumstances.
Removed
The casthouse project at our Grundartangi smelter and related financing are subject to certain risks and uncertainties and we may be unable to realize the expected benefits of this project. On November 3, 2021, we announced plans for construction of a new billet casthouse at Grundartangi.
Added
There can be no assurance that we will be able to restart the 25% of Mt. Holly's production that remains curtailed within a projected budget and schedule. In addition to changes in market assumptions, other unforeseen difficulties could increase the cost of a restart, delay a restart or render a restart not feasible.
Removed
The new value-added casthouse will have a capacity of 150,000 tonnes of billet production and is expected to start production in the first quarter of 2024. Our ability to complete this Casthouse Project and the timing and costs of doing so are subject to various risks and certain market assumptions, many of which are beyond our control.
Added
We continue to explore all options related to the Hawesville smelter and have engaged financial advisors and launched a formal process to evaluate strategic alternatives and potential value to help us in our overall evaluation of this asset.
Removed
Changes in our inputs, whether costs or availability, may result in actual costs and returns that materially differ from the estimated costs and returns and our financial position and results of operations may be negatively affected as a result. There can be no assurance that we will be able to complete the Casthouse Project within our projected budget and schedule.
Added
We suffered a disruption in our shipments of alumina as the port facility was impacted by the natural disaster, where a portion of the alumina conveyor was damaged. Jamalco secured alternative port arrangements to allow for alumina shipments to its customers while the repairs to the conveyor were ongoing.
Removed
In connection with the Casthouse Project, Grundartangi entered into a Term Facility Agreement with Arion Bank hf to provide for borrowings up to $130.0 million (the “Casthouse Facility”). Our ability to make payments on and to refinance the Casthouse Facility will depend on our ability to generate cash in the future.
Added
We accept delivery of necessary raw materials to our operations using public infrastructure such as river systems and seaports.
Removed
Our ability to pay interest on and to repay or refinance the Casthouse Facility will depend upon our access to additional sources of liquidity and future operating performance, which is subject to general economic, financial, competitive, legislative, regulatory, business and other factors, including market prices for primary aluminum, that are beyond our control.
Removed
Accordingly, there can be no assurance that our business will generate sufficient cash flow from operations or that future borrowings will be available to us in an amount sufficient to enable us to pay debt service obligations under the Casthouse Facility.
Removed
If we are unable to meet our debt service obligations under the Casthouse Facility, it may have a material adverse effect on our business, financial position, results of operations and liquidity. Increases in our raw material costs and disruptions in our supply of raw materials could adversely affect our business .
Removed
During 2018, for example, external events in the alumina markets, including the partial curtailment of the Alunorte alumina refinery in Brazil due to environmental concerns following severe weather and U.S. sanctions impacting UC Rusal’s ability to supply alumina to the market, caused significant price volatility.

Item 7A. Quantitative and Qualitative Disclosures About Market Risk

Market Risk — interest-rate, FX, commodity exposure

30 edited+8 added16 removed69 unchanged
Biggest changeFor additional information on the foregoing, see “Item 9A Controls and procedures Management’s Report on Internal Control over Financial Reporting.” We may be unable to obtain, maintain, or renew permits or approvals necessary for Jamalco’s operations, which could materially adversely affect our business. Jamalco’s operations are subject to extensive permitting and approval requirements.
Biggest changeFor additional information on the foregoing, see Item 9A, "Controls and procedures" and "If we fail to maintain proper and effective internal controls over financial reporting, our financial results may not be accurately reported " below. If we fail to maintain proper and effective internal controls over financial reporting, our financial results may not be accurately reported.
If more stringent compliance or cleanup standards under environmental laws or regulations are imposed, previously unknown environmental conditions or damages to natural resources are discovered or alleged, or if contributions from other responsible parties with respect to sites for which we have cleanup responsibilities are not available, we may be subject to 21 additional liability, which may have a material adverse effect on our business, financial condition, results of operations and liquidity.
If more stringent compliance or cleanup standards under environmental laws or regulations are imposed, previously unknown environmental conditions or damages to natural resources are discovered or alleged, or if contributions from other responsible parties with respect to sites for which we have cleanup responsibilities are not available, we may be subject to additional liability, which may have a material adverse effect on our business, financial condition, results of operations and liquidity.
Such security breaches 20 could also result in a violation of applicable U.S. and international privacy and other laws and could have a material adverse effect on our business, results of operations and financial position. Risks Related to Legal, Regulatory and Compliance Matters Climate change, climate change legislation or environmental regulations may adversely impact our operations.
Such security breaches could also result in a violation of applicable U.S. and international privacy and other laws and could have a material adverse effect on our business, results of operations and financial position. Risks Related to Legal, Regulatory and Compliance Matters Climate change, climate change legislation or environmental regulations may adversely impact our operations.
If we are unable to ultimately meet our debt service obligations and fund our other liquidity needs, it may have a material adverse effect on our business, financial position, results of operations and liquidity. Our substantial indebtedness or any future additional indebtedness could adversely affect our business, results of operations or financial condition.
If we are unable to ultimately meet our debt service obligations and fund our other liquidity needs, it may have a material adverse effect on our business, financial position, results of operations and liquidity. 17 Our substantial indebtedness or any future additional indebtedness could adversely affect our business, results of operations or financial condition.
Our existing debt instruments contain various covenants that restrict the way we conduct our business and limit our ability to incur debt, pay dividends and engage in transactions such as acquisitions and investments, among other things, which may 18 impair our ability to obtain additional liquidity and grow our business.
Our existing debt instruments contain various covenants that restrict the way we conduct our business and limit our ability to incur debt, pay dividends and engage in transactions such as acquisitions and investments, among other things, which may impair our ability to obtain additional liquidity and grow our business.
This activity could also cause or avoid an increase or a decrease in the market price of our common stock or the notes. 19 The potential effect, if any, of these transactions and activities on the market price of our common stock or the notes will depend in part on market conditions and cannot be ascertained at this time.
This activity could also cause or avoid an increase or a decrease in the market price of our common stock or the notes. The potential effect, if any, of these transactions and activities on the market price of our common stock or the notes will depend in part on market conditions and cannot be ascertained at this time.
We and our suppliers are subject to a variety of environmental laws and regulations that may have a material adverse effect on our business, financial position, results of operations and liquidity. Our operations may impact the environment and our properties may have environmental contamination, which could result in material liabilities for us.
We are subject to a variety of environmental laws and regulations that may have a material adverse effect on our business, financial position, results of operations and liquidity. Our operations may impact the environment and our properties may have environmental contamination, which could result in material liabilities for us.
We are obligated to comply with various foreign, federal, state and other environmental laws and regulations, including the environmental laws and regulations of the United States, Iceland and the EU. Environmental laws and regulations may expose us to costs or liabilities relating to our manufacturing operations or property ownership.
We are obligated to comply with various foreign, federal, state and other environmental laws 20 and regulations, including the environmental laws and regulations of the United States, Iceland and the EU. Environmental laws and regulations may expose us to costs or liabilities relating to our manufacturing operations or property ownership.
As a result, we may incur liabilities in the future associated with assets we no longer own or in which we have a reduced interest. For a more detailed discussion of pending litigation, see
As a result, we may incur liabilities in the future associated with assets we no longer own or in which we have a reduced interest. For a more detailed 21 discussion of pending litigation, see
Our industrial revenue bonds ("IRBs") and borrowings on our U.S. and Iceland revolving credit facilities as well as the Casthouse Facility and Iceland Term Facility are currently at variable interest rates, and future borrowings required to fund working capital at our businesses, capital expenditures, acquisitions, or other strategic opportunities may be at variable rates, which exposes us to interest rate risk.
Our industrial revenue bonds ("IRBs") and borrowings on our U.S. and Iceland revolving credit facilities as well as the Casthouse Facility and Vlissingen Facility are currently at variable interest rates, and future borrowings required to fund working capital at our businesses, capital expenditures, acquisitions, or other strategic opportunities may be at variable rates, which exposes us to interest rate risk.
If Century and its joint venture partner were to have material disagreements about the operation of Jamalco’s business or fail to make required capital contributions when required, it could have a material adverse impact on our business, financial condition and results of operations.
If Century and its joint venture partner were to have material disagreements about the operation of Jamalco’s business or if our joint venture partner were to fail to make capital contributions when requested, it could have a material adverse impact on our business, financial condition and results of operations.
In addition, we may not be able to contain a targeted cybersecurity incident to any one particular operating location. Furthermore, although the Company does maintain insurance in its operations, such insurance may not cover all liabilities and losses associated with any sort of cyber incident or security breach (including the February 2022 incident).
In addition, we may not be able to contain a targeted cybersecurity incident to any one particular operating location. Furthermore, although the Company does maintain insurance in its operations, such insurance may not cover all liabilities and losses associated with any sort of cyber incident or security breach.
In addition, as a member of the EEA and a signatory to the Kyoto Protocol, Iceland has implemented legislation to abide by the Kyoto Protocol and Directive 2003/87/EC of the European Parliament (the "Directive") which establishes a "cap and trade" scheme for greenhouse gas emission allowance trading.
For example, as a member of the EEA and a signatory to the Kyoto Protocol, Iceland has implemented legislation to abide by the Kyoto Protocol and Directive 2003/87/EC of the European Parliament (the "Directive") which establishes a "cap and trade" scheme for greenhouse gas emission allowance trading.
Furthermore, due to the structure of the Jamalco joint venture, each partner may from time to time be required to fund capital contributions necessary for Jamalco’s business.
Furthermore, due to the structure of the Jamalco joint venture, each partner may from time to time be requested to fund capital contributions necessary for Jamalco’s business.
Due to the evolving nature and scope of cybersecurity threats, the scope and impact of any incident, including the February 16, 2022 incident, cannot be predicted, including the scope of any potential impacts on our business, financial position and results of operations.
Due to the evolving nature and scope of cybersecurity threats, the scope and impact of any incident, cannot be predicted, including the scope of any potential impacts on our business, financial position and results of operations.
Application of existing and new environmental laws and regulations to us and/or our key suppliers may have a material adverse effect on our business, financial position, results of operations and liquidity.
Application of existing and new environmental laws and regulations to us may have a material adverse effect on our business, financial position, results of operations and liquidity.
As of December 31, 2023, we had an aggregate of approximately $479.2 million of outstanding debt (including $250.0 million aggregate principal amount of our 7.5% senior secured notes due 2028 (the "2028 Notes") and $86.3 million aggregate principal amount of our convertible senior notes due 2028 (the "Convertible Notes")).
As of December 31, 2024, we had an aggregate of approximately $528.2 million of outstanding debt (including $250.0 million aggregate principal amount of our 7.5% senior secured notes due 2028 (the "2028 Notes") and $86.3 million aggregate principal amount of our convertible senior notes due 2028 (the "Convertible Notes")).
Our Vlissingen labor agreement is effective through May 31, 2024. Our Hawesville and Sebree labor agreements are scheduled to expire April 1, 2026 and October 28, 2028, respectively. Jamalco’s work force is represented through separately negotiated labor agreements for hourly and salaried employee groups. Both contracts are effective through December 31, 2023.
Our Vlissingen labor agreement is effective through December 31, 2025. Our Hawesville and Sebree labor agreements are scheduled to expire April 1, 2026, and October 28, 2028, respectively. Jamalco’s work force is represented through separately negotiated labor agreements for hourly and salaried employee groups.
Item 7A. Quantitative and Qualitative Disclosure about Market Risk and Note 20. Derivatives to the consolidated financial statements included herein. Jamalco’s operations are complex and we may experience substantial risks, delays and/or disruptions in connection with integration activities, a failure of which may result in a material adverse effect on Jamalco’s and Century’s business, financial condition and results of operations.
Derivatives to the consolidated financial statements included herein. 15 Jamalco’s operations are complex and we may experience substantial risks, delays and/or disruptions in connection with integration activities, a failure of which may result in a material adverse effect on Jamalco’s and Century’s business, financial condition and results of operations.
Joint ventures inherently involve unique and special risks as joint venture partners may have divergent strategies to operate the joint venture's business and operations, and partners may take (or fail to take) certain actions and positions, or experience difficulties, that may negatively impact the joint venture’s business and operating results.
Joint ventures inherently involve unique and special risks as joint venture partners may have business goals and may take (or fail to take) certain actions and positions, or experience difficulties, that may negatively impact the partnership.
If any of the conditions to the convertibility of the Convertible Notes are satisfied, then we may be required under applicable accounting standards to reclassify the liability carrying value of the Convertible Notes as a current, rather than a long-term, liability.
Volatility in these measures could adversely affect the trading price of our common stock. If any of the conditions to the convertibility of the Convertible Notes are satisfied, then we may be required under applicable accounting standards to reclassify the liability carrying value of the Convertible Notes as a current, rather than a long-term, liability.
Generally Accepted Accounting Principles, including ASC 470-20, Debt with Conversion and Other Options (“ASC 470-20”) and, where applicable, Accounting Standards Update 2020-06 (“ASU 2020-06”). The ultimate accounting treatment may have a material effect on our net income, earnings per share (EPS) and working capital. Volatility in these measures could adversely affect the trading price of our common stock.
We account for the Convertible Notes in accordance with U.S. Generally Accepted Accounting Principles, including ASC 470-20, Debt with Conversion and Other Options (“ASC 470-20”) and, where applicable, Accounting Standards Update 2020-06 (“ASU 2020-06”). The ultimate accounting treatment may have a material effect on our net income, earnings per share (EPS) and working capital.
Jamalco is currently in the process of negotiating new contracts with both the salaried and hourly employee groups. While we are hopeful to reach agreement with the labor unions to renew these agreements on acceptable terms when these agreements expire, there is no assurance that we will be successful in doing so.
While we are hopeful to reach agreement with each of the labor unions to renew these agreements on acceptable terms as and when such agreements expire, there can be no assurance that we will be successful in doing so.
Our information technology systems are vulnerable to damage or interruption from circumstances largely beyond our control, including, without limitation, fire, natural disasters, power outages, systems failure, security breaches, and cyber- attacks, which include viruses, malware, and ransomware attacks.
Any disruptions, delays, or deficiencies in our information systems or network connectivity could result in increased costs, disruptions in our business, and/or adversely affect our ability to timely report our financial results. 19 Our information technology systems are vulnerable to damage or interruption from circumstances largely beyond our control, including, without limitation, fire, natural disasters, power outages, systems failure, security breaches, and cyber- attacks, which include viruses, malware, and ransomware attacks.
In addition, the existence of the Convertible Notes may encourage short selling by market participants because the conversion of the notes could be used to satisfy short positions, or anticipated conversion of the Convertible Notes into shares of our common stock could depress the price of our common stock.
In addition, the existence of the Convertible Notes may encourage short selling by market participants because the conversion of the notes could be used to satisfy short positions, or anticipated conversion of the Convertible Notes into shares of our common stock could depress the price of our common stock. 18 The accounting method for convertible debt securities that may be settled in cash, such as the Convertible Notes, could have a material effect on our reported financial results.
Recruiting and retaining employees in sufficient numbers to optimize our workforce levels may result in increased labor costs which could in turn lead to a material adverse effect on our results of operations and financial position. 17 Risks Related to Indebtedness and Financing A deterioration in our financial condition or credit rating could limit our ability to access the credit and capital markets on acceptable terms or to enter into hedging and financial transactions, lead to our inability to access liquidity facilities, and could adversely affect our financial condition and our business relationships.
Risks Related to Indebtedness and Financing A deterioration in our financial condition or credit rating could limit our ability to access the credit and capital markets on acceptable terms or to enter into hedging and financial transactions, lead to our inability to access liquidity facilities, and could adversely affect our financial condition and our business relationships.
Risks Related to Labor and Employees Our failure to maintain satisfactory labor relations could adversely affect our business. The bargaining unit employees at our Grundartangi, Hawesville, Sebree, Vlissingen and Jamalco facilities are represented by labor unions, representing approximately 60% of our total workforce as of December 31, 2023. Our Grundartangi labor agreement is effective through December 31, 2024.
The bargaining unit employees at our Grundartangi, Hawesville, Sebree, Vlissingen and Jamalco facilities are represented by labor unions, representing approximately 59% of our total workforce as of December 31, 2024. Our Grundartangi labor agreement was effective through December 31, 2024, the Company is currently in negotiations with the labor union on a new agreement.
For example, "cap and trade" legislation may impose significant additional costs to our power suppliers that could lead to significant increases in our energy costs. In addition, the potential physical impacts of climate change on our operations are highly uncertain and will be particular to the geographic circumstances.
For example, "cap and trade" legislation may impose significant additional costs to our power suppliers that could lead to significant increases in our energy costs. Any adverse regulatory and physical changes may have a material adverse effect on our business, financial position, results of operations and liquidity.
While Century is the operating partner at Jamalco through its wholly owned subsidiary General Alumina Jamaica Limited (“GAJL”), our joint venture partner, Clarendon Alumina Production Limited (“CAP”), retains substantial shareholder rights that could impact Jamalco’s business, such as approval of annual budgets, major capital investments, and expansion into additional areas of 16 business.
While Century is the operating partner at Jamalco through its wholly owned subsidiary General Alumina Jamaica Limited (“GAJL”), our joint venture partner, Clarendon Alumina Production Limited (“CAP”), retains certain review and participation rights that, if exercised in a manner to counter Century's interest, could impact the partners effectiveness and the efficiency of the decision making process.
There is an increasing global and U.S. regulatory focus and scrutiny on GHG emission and their potential impacts on climate change. For example, electricity represents our single largest operating cost and the availability of electricity at competitive prices is critical to the profitability of our operations.
There is an increasing global regulatory focus and scrutiny on GHG emission and their potential impacts on climate change.
Removed
Operating bauxite mining and alumina refining assets may require different operating strategies and managerial expertise than our other operations, and these operations are subject to additional and/or different regulatory requirements. See “We may be unable to obtain, maintain, or renew permits or approvals necessary for Jamalco’s operations, which could materially adversely affect our business” below.
Added
Item 7A. Quantitative and Qualitative Disclosure about Market Risk and Note 20.
Removed
For example, we identified a material weakness in the design of our internal control over the allocation of excess fair value acquired between non-controlling interest and the preliminary deferred bargain purchase gain.
Added
For example, we identified material weaknesses in the design and implementation of our internal control over information technology general controls (ITGCs) and business process level controls related to Jamalco.
Removed
These include permits and approvals issued by Jamaican government agencies and regulatory bodies. The permitting and approval rules are complex, are often subject to interpretations by regulators, which may change over time.
Added
As disclosed in Item 9A, "Controls and Procedures," of this Annual Report, in fiscal 2023, we identified a material weakness in our internal control over financial reporting related to the application of purchase accounting to our acquisition of Jamalco. This material weakness was remediated in fiscal 2024.
Removed
Changing regulatory requirements could make our ability to comply with the applicable requirements more difficult, inhibit or delay our ability to timely obtain the necessary approvals, if at all, result in approvals being conditioned in a manner that may restrict Jamalco’s ability to efficiently and economically conduct its operations or preclude the continuation of certain ongoing operations.
Added
However, further material weaknesses were identified as of December 31, 2024 related to information technology general controls and business process controls, as more fully disclosed in Item 9A, “Controls and Procedures." The additional material weaknesses did not cause any misstatements to the consolidated financial statements, and there were no changes to previously issued financial results.
Removed
Failure to obtain, maintain, or renew permits or approvals, or permitting or approval delays, restrictions, or conditions could increase Jamalco’s costs and affect our ability to conduct our operations, potentially having a materially adverse impact on our business, financial condition and results of operations.
Added
We are actively developing remediation plans designed to address the material weaknesses; however, we cannot guarantee that these steps will be sufficient or that we will not have a material weakness in the future.
Removed
Labor shortages or increased labor costs may materially adversely affect our business, financial condition and results of operations. Our employees are integral to the success of our operations and with meeting our operational objectives.
Added
Any material weakness, or difficulties encountered in implementing new or improved controls or remediation, could prevent us from accurately reporting our financial results, resulting in material misstatements in our financial statements, or cause us to fail to meet our reporting obligations, which in turn could negatively affect our business, financial condition and results of operations 16 Risks Related to Labor and Employees Our failure to maintain satisfactory labor relations could adversely affect our business.
Removed
Any impact of labor shortages or increased labor costs because of COVID-19 pandemic, increased competition for employees, unemployment levels and benefits, higher employee turnover rates or other employee benefits costs may increase our labor costs or impact our ability to operate our facilities efficiently and could have a material adverse effect on our business, results of operations, and financial condition.
Added
Both contracts were effective through December 31, 2023, and Jamalco is currently in the process of negotiating new contracts with both the salaried and hourly employee groups.
Removed
Like many U.S. businesses, we did experience increasing levels of turnover at all of our U.S. locations in 2022 and increased labor costs.
Added
Although the Jamalco contracts expired more than a year ago, this timing gap between the expiration of an old contract and the implementation of a new contract is consistent with past practice and local expectations.
Removed
The accounting method for convertible debt securities that may be settled in cash, such as the Convertible Notes, could have a material effect on our reported financial results. We account for the Convertible Notes in accordance with U.S.
Removed
Any disruptions, delays, or deficiencies in our information systems or network connectivity could result in increased costs, disruptions in our business, and/or adversely affect our ability to timely report our financial results.
Removed
In addition, during the past few years, a greater number of our employees are working remotely as a result of the COVID-19 pandemic, which may increase cybersecurity vulnerabilities and risk to our information technology systems. On February 16, 2022, we became aware of a cybersecurity intrusion that caused a network disruption and impacted certain of our systems.
Removed
Upon detection, we took steps to address the incident, including engaging both internal resources and a team of third-party experts to investigate and respond to this intrusion.
Removed
Some of the power we purchase in the United States is generated at coal-based power plants, which have been, and are likely to continue to be, significantly impacted by these types of regulations, including the Paris Agreement, which the United States re-entered on February 19, 2021.
Removed
Any resulting increase in our operating costs could have a material adverse effect on our business, financial position, results of operations and liquidity. Even small increases in power prices could have a disproportionate impact on our business if such price increases are not supported by then current aluminum prices.
Removed
These may include changes in rainfall patterns, shortages of water or other natural resources, changing sea levels, changing storm patterns and intensities, and changing temperature levels. Any adverse regulatory and physical changes may have a material adverse effect on our business, financial position, results of operations and liquidity.
Removed
In addition, many of our key suppliers are subject to environmental laws and regulations that may affect their costs of production resulting in an increase in the price of the products that we purchase from them.

Other CENX 10-K year-over-year comparisons