2022年12月9日,Vlissingen與Glencore International AG簽署了一份設施協議,後來於2024年10月1日進行了修改和延長(修改後稱為“Vlissingen信貸設施”)。 Vlissingen信貸設施的借款可用期限延長兩年,現在截止日期為2026年12月2日。根據Vlissingen信貸設施,Vlissingen可以不時地借款高達9000萬美元,分為一筆或多筆貸款,利率可以是(i)固定利率
Section 45X of The Inflation Reduction Act of 2022 ("IRA") contains a production tax credit equal to 10% of certain eligible production costs, including, without limitation, labor, energy, depreciation and amortization and overhead expenses. On October 24, 2024, the U.S. Department of the Treasury and the Internal Revenue Service issued final regulations on the production tax credit requirements under Internal Revenue Code Section 45X (the “IRA Regulations”). The IRA Regulations provide guidance on rules that taxpayers must satisfy to qualify for the IRA Section 45X tax credit. For the three and nine months ended September 30, 2024, the Company recognized a reduction of $4730萬 and $69.9 million in Cost of goods sold and a reduction of $80萬 and $2.0 million in Selling, general and administrative expenses, respectively, within the Consolidated Statements of Operations, resulting in an equally offsetting manufacturing credit receivable. As of September 30, 2024 and December 31, 2023, the Company recognized a current manufacturing credit receivable of $7880萬 and $5930萬, respectively. As of September 30, 2024, and December 31, 2023, the Company recognized a non-current manufacturing credit receivable of $52.4 million and $0萬, respectively within Other assets on the Consolidated Balance Sheets.
2021年11月2日,在Grundartangi鑄造廠項目中,我們與Arion Bank hf簽訂了為期八年的授信協議,提供最多1.3億美元的借款(“鑄造廠資金設施”)。根據鑄造廠資金設施,本金將以相等的季度分期付款方式還款,每次付款金額相當於本金的1.739%,首次付款將於2024年7月進行,其餘本金的60%需在2029年12月終止日期前支付。截至2024年9月30日,鑄造廠資金設施下的借款金額為 $125.5百萬美元 。
我們的全資子公司Grundartangi於2022年9月與Arion Bank hf簽訂了一項Term設施協議(稱為“冰島Term設施”),提供最高€1360萬的借款。還本金金額以等額月供方式還款,首筆付款於2023年2月進行,其餘的本金金額在2024年1月支付。冰島Term設施的借款按照利率計算,利率為3.2% + EUR EURIBOR 1個月,根據歐洲貨幣市場協會隨時公布的利率。冰島Term設施已全額償還,按照其條款於2024年第一季終止。
Vlissingen信貸設施
2022年12月9日,Vlissingen與Glencore International AG簽訂了一份價值9000萬美元的設施協議,並於2024年10月1日進行了修訂和延長。在Vlissingen信貸設施下的借款期限被延長兩年,現在截止日期為2026年12月2日。根據Vlissingen信貸設施的條款,Vlissingen可以隨時一次或多次借款,金額最高為9000萬美元,利率為(i)每年8.75%的固定利率(“固定利率”)或(ii)變動利率,即為1個月的SOFR利率加上3.687個百分點,由9.00%的絕對最高水平和7.00%的絕對最低水平所限制。固定利率僅適用於2024年12月1日之前的借款,之後可根據Vlissingen信貸設施的所有借款適用變動利率。截至2024年9月30日,Vlissingen信貸設施下的借款尚未結清。 $10,000,000 在Vlissingen信貸設施下尚有未偿還的借款。
2013年,我們與退休保障機構(“PBGC”)達成了一項關於雷文斯伍德工廠“停業” 的所稱指控的和解協議。acility (the "PBGC Settlement Agreement"). Pursuant to the terms of the PBGC Settlement Agreement, we agreed to make additional contributions (above any minimum required contributions) to our defined benefit pension plans totaling approximately $1740萬. 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. In October 2021, we amended the PBGC Settlement Agreement (the "Amended PBGC Settlement Agreement") such that we removed the deferral mechanism and agreed to contribute approximately $2.4 million per year to our defined benefit pension plans for a total of approximately $960萬, over the next four years beginning on November 30, 2022 and ending on November 30, 2025, subject to acceleration if certain terms and conditions are met in such amendment. As of September 30, 2024, we made contributions of $720萬 including $30萬 during the three months ended September 30, 2024. Comparatively, as of September 30, 2023, we made contributions of $6.9 million including $4.5 million during the three months ended September 30, 2023.
截至2024年9月30日,我們持有未平倉頭寸 當期 39,427 tonnes related to LME forward financial sales contracts to fix the forward LME aluminum price. These contracts are expected to settle monthly through September 2026. We also had an open position of 30,700 tonnes related to MWP forward financial sales contracts to fix the forward MWP price. These contracts are expected to settle monthly through September 2026. We also enter into financial contracts with various counterparties to offset fixed price sales arrangements with certain of our customers ("fixed for floating swaps") to remain exposed to the LME and MWP aluminum prices. As of September 30, 2024, we had no open fixed for floating swaps.
We have entered into forward contracts to hedge the risk of fluctuations associated with the Icelandic Krona (ISK) and Euro for contracts related to the construction of the Grundartangi casthouse denominated in these currencies ("casthouse currency hedges"). As of September 30, 2024, we had no open casthouse currency hedges.
We have entered into financial contracts to hedge a portion of our exposure at our operations to the NYMEX Henry Hub (“NYMEX Henry Hub natural gas price swaps”). The natural gas volume is measured per million British Thermal Units ("MMBtu"). As of September 30, 2024 we had no open NYMEX Henry Hub natural gas price swaps.
We have entered into financial contracts to hedge a portion of our Jamalco fuel cost exposure (“HFO price swaps”). The volume of heavy fuel oil ("HFO") consumed at Jamalco is measured per barrel and as of September 30, 2024, we had an open position of 335,000 barrels. The HFO price swaps are expected to settle monthly through December 2025.
We have entered into financial contracts to fix a portion of our exposure to the Indiana Hub power market at our Sebree plant ("Indiana Hub power price swaps"). As of September 30, 2024, we had an open position of 565,512 MWh. The Indiana Hub power price swaps are expected to settle monthly through September 2026.
Our agreements with derivative counterparties contain certain provisions requiring collateral to be posted in the event the market value of our position exceeds the margin threshold limit of our master agreement with the counterparty. As of
We evaluate subsequent events that have occurred after the balance sheet date but before the financial statements are issued. There are two types of subsequent events: (1) recognized, or those that provide additional evidence with respect to conditions that existed at the date of the balance sheet, including the estimates inherent in the process of preparing financial statements, and (2) non-recognized, or those that provide evidence with respect to conditions that did not exist at the date of the balance sheet but arose subsequent to that date.
On October 24, 2024, the U.S. Treasury Department and the Internal Revenue Service issued final regulations regarding implementing Section 45X of the Inflation Reduction Act, which provide guidance on rules taxpayers must satisfy to qualify for the tax credit. The government has incentivized the production of aluminum by offering a tax credit equal to 10% of eligible domestic production costs. The Final Regulations have been amended to allow, “direct material costs as defined in § 1.263A-1(e)(2)(i)(A), indirect material costs as defined in § 1.263A-1(e)(3)(ii)(E), or any costs related to the extraction or acquisition of raw materials to be taken into account as production costs.”
We have concluded it is appropriate to apply IAS 20, Accounting for Government Grants and Disclosure of Government Assistance, to account for the refundable tax credit as an income grant. Therefore, the issuance of Final Regulations provides us with reasonable assurance regarding the eligibility of direct material costs and indirect material costs and provided additional evidence regarding the Company’s estimated manufacturing credit receivable as it relates to carbon and
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supplies utilized in production. For the quarter ended September 30, 2024, we recognized $34.9 million as a reduction in Cost of goods sold, and $21.7 million and $13.2 million as an increase in our manufacturing credit receivable and our Non-current manufacturing credit receivable within Other assets on the Consolidated Balance Sheet.
我們的全資子公司Grundartangi於2022年9月與Arion Bank hf訂立了一項期限設施協議("冰島期限設施"),提供最高1360萬歐元的借款。根據冰島期限設施,本金金額的償還以相等的月供進行,第一次支付發生在2023年2月,其餘本金金額於2024年1月支付完成。根據冰島期限設施,借款以利率為3.2%加上歐洲貨幣市場協會隨時公布的EUR EURIBOR 1個月利率計算的利率產生利息。冰島期限設施已全額還清並根據其條款於2024年第一季終止。
Vlissingen信貸設施
2022年12月9日,Vlissingen與Glencore International AG簽訂了一項9000萬美元的設施協議,並於2024年10月1日進行了修訂和延長。 Vlissingen信貸設施的借款可用期限已延長兩年,現在截至2026年12月2日。根據Vlissingen信貸設施的條款,Vlissingen可不時借款多達9000萬美元,以固定利率計算,即每年8.75%的固定利率("固定利率"),或變動利率為1個月SOFR利率加上3.687個百分點,受到9.00%的絕對最高水平和7.00%的絕對最低水平的限制。固定利率僅適用於2024年12月1日或之前進行的借款,之後可變利率將適用於Vlissingen信貸設施下的所有借款。截至2024年9月30日,Vlissingen信貸設施還有 $10,000,000 在Vlissingen信貸設施下尚未償還的借款。
"保證人子公司"指除Nordural US LLC、Century Aluminum Development LLC、Century Aluminum of West Virginia, Inc.和Century Aluminum Jamaica Holdings, Inc.之外的所有我們重要的國內子公司。保證人子公司全部由Century完全擁有。所有擔保將是聯合且各自負責的,完全無條件的。我們的外國子公司連同Nordural US LLC、Century Aluminum Development LLC、Century Aluminum of West Virginia, Inc.和Century Aluminum Jamaica Holdings, Inc.一起,合稱"非保證人子公司"。我們將企業費用或收入分配給我們的子公司,並對某些公司間結餘進行利息計算。
As of September 30, 2024 and December 31, 2023, an intercompany receivable due to the Company and Guarantors from the Non-Guarantors totaled $98.0 million and $48.7 million, respectively, and an intercompany non-current loan due to the Company from the Non-Guarantors totaled $351.0 million and $384.9 million, respectively. An intercompany current loan due to the Company from the Non-Guarantors totaled $2.9 million as of December 31, 2023, and as of September 30, 2024 there was no outstanding balance on this loan.
Contingent Commitments
We have a contingent obligation in connection with the "unwind" of a contractual arrangement between Century Aluminum of Kentucky ("CAKY"), Big Rivers Electric Corporation and a third party and the execution in July 2009 of a long-term cost-based power contract with Kenergy, a member of a cooperative of Big Rivers. 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 September 30, 2024, the principal and accrued interest for the contingent obligation was $32.0 million, which was fully offset by a derivative asset. We may be required to make installment payments for the contingent obligation in the future. These payments are contingent based on the LME price of primary aluminum and the level of Hawesville’s operations. As of September 30, 2024, based on the LME forward market prices and our expected level of Hawesville 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.
Employee Benefit Plan Contributions
In 2013, we entered into a settlement agreement with the Pension Benefit Guaranty Corporation (the "PBGC") regarding an alleged "cessation of operations" at our Ravenswood facility (the "PBGC Settlement Agreement"). Pursuant to the terms of the PBGC Settlement Agreement, we agreed to make additional contributions (above any minimum required contributions) to our
defined benefit pension plans totaling approximately $1740萬. 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. In October 2021, we amended the PBGC Settlement Agreement (the "Amended PBGC Settlement Agreement") such that we removed the deferral mechanism and agreed to contribute approximately $2.4 million per year to our defined benefit pension plans for a total of approximately $960萬, 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. As of September 30, 2024, we made contributions of $720萬 related to the Amended PBGC Settlement Agreement. We did not make any contributions for the three months ended September 30, 2024 and 2024.
Section 232 Aluminum Tariff
On March 23, 2018, the U.S. implemented a 10% tariff on imported primary aluminum products into the U.S. These tariffs are intended to protect U.S. national security and incentivize the restart of primary aluminum production in the U.S., reducing reliance on imports and ensuring that domestic producers, like Century, can supply all the aluminum necessary for critical industries and national defense. In addition to primary aluminum products, the tariffs also cover certain other semi-finished products. All imports that directly compete with our products are covered by the tariff, with the exception of imports from Australia, Canada and Mexico. Additionally, primary aluminum imports from Argentina are allowed up to an annual quota limit of 169,000 metric tonnes, the first 18,000 metric tonnes of imports from the European Union and the first 900 metric tonnes of imports from the United Kingdom are also allowed duty free. Imports that receive a product exclusion from the Department of Commerce may also enter the US duty free. In July 2022, the International Trade Commission (ITC) initiated a review of the Section 301 and 232 duties as required by law every four years.
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. Accordingly, we do not believe there will be any material changes to the current tariffs in the near future.
Section 301 Tariffs
On May 22, 2024, the United States Trade Representative (USTR) issued a proposal (the “Proposal”) to implement new
tariffs on certain items and increase existing tariffs on other items imported from China pursuant to USTR’s authority under
Section 301 of the Trade Act of 1974. The new and increased tariffs were adopted pursuant to the USTR’s authority to
investigate unfair trade barriers and impose measures to counteract a foreign country’s unfair or discriminatory trade practices.
Under the Proposal, tariffs on aluminum imported from China are expected to increase to 25% from the current 7.5% tariff
Commodity Price and Raw Material Costs Sensitivities
Aluminum is an internationally traded commodity, and its price is effectively determined on the LME plus any regional premium (e.g. the Midwest premium for aluminum sold in the United States and the European Duty Paid premium for metal sold into Europe) and any value-added product premiums. From time to time, we may manage our exposure to fluctuations in the LME price of primary aluminum and/or associated regional premiums through financial instruments designed to protect our downside price risk exposure. From time to time, we also enter into financial contracts to offset fixed price sales arrangements with certain of our customers (the "fixed for floating swaps").
We are also exposed to price risk for alumina which is one of the largest components of our cost of goods sold. Certain portions 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. Because we sell our products based principally on the LME price for primary aluminum, regional premiums and value-added product premiums, we are not able to directly pass on increased production costs to our customers. 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).
Market-Based Power Price Sensitivity
Market-Based Electrical Power Agreements
Hawesville and Sebree have a market-based electrical power agreement pursuant to which Kenergy purchases electrical power on the open market and passes it through at MISO energy pricing, plus transmission and other costs incurred by them. See 附註12:承諾和事情 to the consolidated financial statements included herein for additional information about these market-based power agreements.