Related Party Transactions

12 Months Ended

Dec. 31, 2022

The significant related party transactions occurring during the years ended December 31, 2022, 2021 and 2020 are described below. We believe all of our transactions with related parties are at prices that approximate market.

Glencore ownership

As of December 31, 2022, Glencore plc and its affiliates (together "Glencore") beneficially owned 42.9% of Century’s outstanding common stock (46.1% on a fully-diluted basis assuming the conversion of all of the Series A Convertible Preferred Stock) and all of our outstanding Series A Convertible Preferred Stock. See Note 8. Shareholders' Equity for a full description of our outstanding Series A Convertible Preferred Stock. Century and Glencore enter into various transactions from time to time such as the purchase and sale of primary aluminum, purchase and sale of alumina and raw materials, tolling agreements as well as forward financial contracts and borrowing and other debt transactions.

Sales to Glencore

For the years ended December 31, 2022, 2021 and 2020 we derived approximately 60%, 60% and 64% of our consolidated sales from Glencore, respectively.

Glencore purchases aluminum produced at our U.S. smelters at prices based on the LME plus the Midwest regional delivery premium plus any additional market-based product premiums. Glencore purchases aluminum produced at our Grundartangi, Iceland smelter at prices based on the LME plus the European Duty Paid premium plus any additional market-based product premiums.

We have entered into agreements with Glencore pursuant to which we sell certain amounts of alumina at market-based prices. For the years ended December 31, 2022, 2021 and 2020 we recorded $24.9 million, $18.3 million, and $17.9 million of revenue related to alumina sales to Glencore, respectively.

Purchases from Glencore

We purchase a portion of our alumina and certain other raw material requirements from Glencore. Alumina purchases from Glencore during 2022 were priced based on published alumina and aluminum indices as well as fixed prices.

Glencore Agreement Settlement

In July 2021, we reached a full and final legal settlement agreement with Glencore resolving a dispute related to alumina purchases and, accordingly, recorded a $4.0 million settlement loss to Cost of goods sold. This amount was paid during the fourth quarter of 2021.

Financial contracts with Glencore

We have certain financial contracts with Glencore. See Note 19. Derivatives regarding these forward financial sales contracts.

Vlissingen Facility Agreement

On December 9, 2022, Vlissingen entered into a Facility Agreement with Glencore International AG pursuant to which Vlissingen may borrow from time to time up to $90 million (the “Vlissingen Facility Agreement”) in one or more loans at a fixed interest rate equal to 8.75% per annum and payable on December 2, 2024. See Note 7. Debt for additional information. Borrowings under the Facility Agreement are expected to be used for general corporate and working capital purposes of Century and its subsidiaries.

Summary

A summary of the aforementioned significant related party sales and purchases for the years ended December 31, 2022, 2021 and 2020 is as follows:


	Year Ended December 31,
	2022		2021		2020
Net sales to Glencore	$	1,671.1	$	1,337.0	$	1,025.5
Purchases from Glencore (1)	284.7		334.6		197.6

(1) Includes settlements of financial contract positions.