What changed in this filing

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Item 8. Financial Statements and Supplementary Data

2023-02-27 compared with 2022-02-25 · 349 added, 356 removed, 1244 unchanged (36% of the section changed)

3 unchanged sentences

Consolidated Statements of Operations for the Years Ended December 31, 2022, 2021 and 2020 45

Consolidated Statements of Comprehensive Income (Loss) for the Years Ended December 31, 2021, 2020 and 2019 48

Consolidated Statements of Comprehensive Loss for the Years Ended December 31, 2022, 2021 and 2020 46

Consolidated Balance Sheets at December 31, 2022 and 2021 47

5 unchanged sentences

Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheets of Century Aluminum Company and subsidiaries (the "Company") as of December 31, 2021 and 2020, the related consolidated statements of operations, comprehensive income (loss), shareholders' equity, and cash flows, for each of the three years in the period ended December 31, 2021, and the related notes (collectively referred to as the "financial statements").

We have audited the accompanying consolidated balance sheets of Century Aluminum Company and subsidiaries (the "Company") as of December 31, 2022 and 2021, the related consolidated statements of operations, comprehensive loss, shareholders' equity, and cash flows, for each of the three years in the period ended December 31, 2022, and the related notes (collectively referred to as the "financial statements").

In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2022 and 2021, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2022, in conformity with accounting principles generally accepted in the United States of America.

11 unchanged sentences

We believe that our audits provide a reasonable basis for our opinion.

Critical Audit Matters

The critical audit matters communicated below are matters arising from the current-period audit of the financial statements that were communicated or required to be communicated to the audit committee and that (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments.

The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.

Convertible Debt — Refer to Note 6 to the financial statements

Critical Audit Matter Description

In April 2021, the Company issued $86.3 million of 2.75% Convertible Notes (the “Convertible Notes”).

In accounting for the issuance of the Convertible Notes, management recorded the proceeds as a liability in accordance with the guidance set forth in Accounting Standards Update 2020-06- Debt-Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging- Contracts in Entity’s Own Equity (Subtopic 815-40) .

The Convertible Notes include a conversion option and other redemption features that require the Company to determine whether those features represent derivatives and require those features to be accounted for separately from the Convertible Notes.

Auditing the Company’s accounting assessment required a high degree of auditor judgement and audit effort due to the inherent complexity, including the need to involve professionals in our firm having expertise in the evaluation of such financial instruments.

How the Critical Audit Matter Was Addressed in the Audit

Our audit procedures related to the Company’s accounting assessment of the conversion option and other redemption features included the following, among others:

• We tested the operating effectiveness of internal controls over management’s analysis of the Convertible Notes and related conversion option and other redemption features and the accounting conclusions reached.

• We read the convertible notes agreement and applicable side letters and inquired with management to obtain an understanding of the terms and provisions.

• We involved professionals with specialized skill and knowledge to assist in evaluating the appropriateness of the accounting analysis and conclusions reached.

We utilized these professionals to assist in evaluating management’s accounting conclusions.

Uncertain Tax Positions — Refer to Note 14 to the financial statements

Critical Audit Matter

The critical audit matter communicated below is a matter arising from the current-period audit of the financial statements that was communicated or required to be communicated to the audit committee and that (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments.

The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.

Impairment of Long-Lived Assets — Refer to Note 1 to the financial statements.

Critical Audit Matter Description

The Company is subject to income taxes in the U.S.

and certain foreign jurisdictions and, as discussed in Note 14 to the consolidated financial statements, there are tax positions for which the ultimate tax determination is uncertain.

As a result, significant judgment is required in evaluating the Company’s tax positions and determining its provision for income taxes.

The Company uses significant judgment in (1) determining whether a tax position’s technical merits are more likely than not to be sustained upon examination, including resolution of the related appeals or litigation processes and (2) measuring the amount of tax benefit that represents the largest amount of benefit more likely than not of being realized upon settlement with a taxing authority with full knowledge of all relevant information.

During the year ended December 31, 2021, the Company recognized tax benefits of $49.8 million related to deductible costs for its historical investment in its wholly owned subsidiary Nordural Helguvik ehf (“Helguvik”) and has concluded the position was more likely than not to be sustained upon examination.

The Company reviews property, plant, and equipment (“long-lived assets”) for impairment whenever events or changes in circumstances, known as triggering events, indicate that the carrying amount of a long-lived asset or asset group, may not be recoverable.

Management considers various factors when determining if long-lived assets should be evaluated for impairment, including a significant adverse change in the business climate or industry conditions (such as sustained decreases in commodity prices, volatility in energy costs, and the global economy), a current period operating or cash flow loss combined with a history of losses, a significant adverse change in the extent or manner in which an asset is used, or a current expectation that the asset will be sold or otherwise disposed of before the end of its useful life.

The carrying value of property, plant, and equipment, net as of December 31, 2022 was $744.4 million.

We identified the identification of impairment indicators for long-lived assets as a critical audit matter because of the significant assumptions management makes when determining whether events or circumstances have occurred indicating that the carrying amounts of property, plant and equipment may not be recoverable.

This required a high degree of auditor judgment and an increased extent of effort when performing audit procedures to evaluate whether management appropriately identified impairment indicators.

How the Critical Audit Matter Was Addressed in the Audit

Our audit procedures related to the evaluation of the conclusion that the Helguvik tax benefit met the more likely than not recognition standard included the following:

• We tested the operating effectiveness of internal controls over the Company’s income tax provision, including controls related to the Company’s evaluation of uncertain tax positions.

• We inspected relevant documentation from management and the Company’s external tax specialists related to the Helguvik uncertain tax position.

• We involved tax professionals with specialized skills and knowledge, who assisted in evaluating the Company’s interpretation and application of relevant tax laws and regulations related to the tax position and measurement of such position, including whether or not the Helguvik tax benefit was more likely than not to be sustained.

Our audit procedures related to the assessment of possible indicators of impairment included the following, among others:

• We tested the effectiveness of internal controls related to management’s identification of events or circumstances that may indicate the carrying amount of long-lived assets may not be recoverable

• We evaluated management’s analysis of impairment indicators by:

• Considering industry conditions, commodity price trends and the impact of macroeconomic factors, such as adverse changes in the regulatory environment, legislation or other factors that may represent impairment indicators not previously contemplated in management’s analysis.

• Evaluating management’s judgements around historical trends, macroeconomic and industry conditions, and whether forecasts are consistent with the Company’s operating strategy.

• Evaluating reasonableness of management’s assessment of future market prices of the revenue-generating commodity and future input costs necessary for operations by comparing these against available forward market pricing data.

• Inspecting minutes of the board of directors and committees of executive management to understand if there were factors that would represent potential impairment indicators for the Company’s asset groups.

/s/ Deloitte & Touche LLP

39 unchanged sentences

Selling, general and administrative expenses 37.5 57.6 43.5

Asset impairment 159.4 — —

Other operating expense - net 0.0 0.6 0.5

5 unchanged sentences

Loss on early extinguishment of debt — ( 24.7 ) ( 1.2 )

Other income (expense) - net 3.1 3.5 ( 1.1 )

Other income - net 15.3 3.1 3.5

Income (loss) before income taxes and equity in earnings of joint ventures 33.4 ( 197.6 ) ( 126.3 )

Income tax benefit (expense) 30.6 3.1 8.4

Income (loss) before equity in earnings of joint ventures ( 167.0 ) ( 123.2 ) ( 77.1 )

Loss on sale of BHH — — ( 4.3 )

Equity in earnings of joint ventures ( 0.1 ) ( 0.1 ) 0.6

Net income (loss) $ ( 167.1 ) $ ( 123.3 ) $ ( 80.8 )

INCOME (LOSS) PER COMMON SHARE:

Income tax (expense) benefit ( 47.4 ) 30.6 3.1

Loss before equity in earnings of joint ventures ( 14.0 ) ( 167.0 ) ( 123.2 )

Equity in losses of joint ventures ( 0.1 ) ( 0.1 ) ( 0.1 )

Net loss $ ( 14.1 ) $ ( 167.1 ) $ ( 123.3 )

LOSS PER COMMON SHARE:

Basic and diluted $ ( 0.15 ) $ ( 1.85 ) $ ( 1.38 )

WEIGHTED AVERAGE COMMON SHARES OUTSTANDING:

Basic and diluted 91.4 90.2 89.5

See notes to consolidated financial statements.

CENTURY ALUMINUM COMPANY

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS

(in millions)

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2022 2021 2020

Comprehensive income (loss):

Net income (loss) $ ( 167.1 ) $ ( 123.3 ) $ ( 80.8 )

Other comprehensive income (loss) before income tax effect:

Net income (loss) on foreign currency cash flow hedges reclassified as income ( 0.1 ) ( 0.2 ) ( 0.2 )

Net loss $ ( 14.1 ) $ ( 167.1 ) $ ( 123.3 )

Other comprehensive (loss) income before income tax effect:

Net loss on foreign currency cash flow hedges reclassified as income ( 0.2 ) ( 0.1 ) ( 0.2 )

Defined benefit plans and other postretirement benefits:

Net gain (loss) arising during the period 31.6 ( 13.4 ) ( 12.7 )

Amortization of prior service benefit (cost) during the period ( 3.1 ) ( 3.0 ) ( 4.8 )

Amortization of net gain (loss) during the period 8.4 8.7 8.9

Other comprehensive income (loss) before income tax effect 36.8 ( 7.9 ) ( 8.8 )

Net (loss) gain arising during the period ( 5.9 ) 31.6 ( 13.4 )

OPEB curtailment gain ( 8.9 ) — —

Amortization of prior service benefit during the period ( 1.2 ) ( 3.1 ) ( 3.0 )

Amortization of net loss during the period 4.8 8.4 8.7

Other comprehensive (loss) income before income tax effect ( 11.4 ) 36.8 ( 7.9 )

Income tax effect ( 0.3 ) ( 0.3 ) ( 1.0 )

Other comprehensive income (loss) 36.5 ( 8.9 ) ( 9.8 )

Total comprehensive income (loss) $ ( 130.6 ) $ ( 132.2 ) $ ( 90.6 )

Other comprehensive (loss) income ( 11.7 ) 36.5 ( 8.9 )

Total comprehensive loss $ ( 25.8 ) $ ( 130.6 ) $ ( 132.2 )

See notes to consolidated financial statements.

12 unchanged sentences

Other assets 49.8 59.2

Due from affiliates - less current portion — 1.7

TOTAL $ 1,472.0 $ 1,569.9

1 unchanged sentence

Accounts payable, trade $ 167.3 $ 186.5

Interest payable — 15.0

Due to affiliates 17.0 65.8

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Accrued employee benefits costs 9.9 8.9

Hawesville term loan — 20.0

Iceland term facility 13.3 —

revolving credit facility 90.0 63.6

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Convertible senior notes payable 84.4 84.0

Iceland revolving credit facility - less current portion — 45.0

Grundartangi casthouse debt facility 49.4 —

Iceland term facility, net of current portion 1.2 —

Accrued pension benefits costs - less current portion 44.5 28.6

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Balance, December 31, 2019 $ 0.0 $ 1.0 $ 2,526.5 $ ( 86.3 ) $ ( 109.8 ) $ ( 1,656.4 ) $ 675.0

Impact of ASU 2018-02 *

— — — — ( 1.3 ) 1.3 —

Net loss — — — — — ( 123.3 ) ( 123.3 )

Other comprehensive loss — — — — ( 9.8 ) — ( 9.8 )

Other comprehensive income (loss) — — — — ( 8.9 ) — ( 8.9 )

Share-based compensation — 0.0 3.5 — — — 3.5

2 unchanged sentences

Net loss — — — — — ( 167.1 ) ( 167.1 )

Other comprehensive loss — — — — ( 8.9 ) — ( 8.9 )

Other comprehensive income (loss) — — — — 36.5 — 36.5

Share-based compensation — 0.0 10.1 — — — 10.1

Conversion of preferred stock to common stock 0.0 0.0 0.0 — — — 0.0

Capped call premiums — — ( 4.6 ) — — — ( 4.6 )

Balance, December 31, 2021 $ 0.0 $ 1.0 $ 2,535.5 $ ( 86.3 ) $ ( 82.3 ) $ ( 1,946.9 ) $ 421.0

Net income (loss) — — — — — ( 167.1 ) ( 167.1 )

Net loss — — — — — ( 14.1 ) ( 14.1 )

Other comprehensive income (loss) — — — — ( 11.7 ) — ( 11.7 )

1 unchanged sentence

Conversion of preferred stock to common stock 0.0 0.0 0.0 — — — 0.0

Capped call premiums — — ( 4.6 ) — — — ( 4.6 )

Balance, December 31, 2022 $ 0.0 $ 1.0 $ 2,539.6 $ ( 86.3 ) $ ( 94.0 ) $ ( 1,961.0 ) $ 399.3

* ASU 2018-02.

Income Taxes for further information regarding our adoption of ASU 2018-02.

See notes to consolidated financial statements.

5 unchanged sentences

CASH FLOWS FROM OPERATING ACTIVITIES:

Net income (loss) $ ( 167.1 ) $ ( 123.3 ) $ ( 80.8 )

Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:

Net loss $ ( 14.1 ) $ ( 167.1 ) $ ( 123.3 )

Adjustments to reconcile net loss to net cash provided by (used in) operating activities:

Lower of cost or NRV inventory adjustment 39.6 — 45.0

Unrealized (gains) losses on forward and derivative contracts 102.9 15.7 ( 11.4 )

(Gain) loss on derivative instruments ( 201.5 ) 102.9 15.7

Depreciation and amortization 73.4 82.6 83.0

Change in deferred tax benefit ( 30.6 ) — —

Net loss on sale of BHH — — 4.3

Change in deferred tax provision (benefit) 44.2 ( 30.6 ) —

Asset impairment 159.4 — —

OPEB curtailment gain ( 8.9 ) — —

Loss on early extinguishment of debt — 24.7 1.0

9 unchanged sentences

Ravenswood retiree legal settlement ( 2.0 ) ( 2.0 ) ( 2.0 )

Ravenswood PBGC settlement ( 2.4 ) — —

Other - net 1.4 1.8 2.4

Net cash (used in) provided by operating activities ( 64.7 ) 42.9 17.7

Net cash provided by (used in) operating activities 25.9 ( 64.7 ) 42.9

CASH FLOWS FROM INVESTING ACTIVITIES:

1 unchanged sentence

Proceeds from sale of property, plant and equipment 0.8 0.4 1.6

Proceeds from sale of joint venture — — 20.8

Net cash used in investing activities ( 85.5 ) ( 82.6 ) ( 11.8 )

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Proceeds from issuance of Convertible Senior Notes — 86.3 —

Borrowings under Hawesville term loan — — 40.0

Repayments under Hawesville Term Loan — ( 20.0 ) ( 20.0 )

3 unchanged sentences

Debt retirement cost — — ( 0.2 )

Other short-term borrowings — — 3.4

Repayments on other short-term borrowings — — ( 3.4 )

Purchase of capped calls related to Convertible Senior Notes — ( 5.7 ) —

Issuance of common stock — — 0.3

Borrowings under Grundartangi casthouse debt facility 50.0 — —

Borrowings under Iceland term facility 14.5 — —

Net cash provided by financing activities 74.4 103.7 13.5

5 unchanged sentences

Interest $ 27.0 $ 36.8 $ 14.5

Taxes 3.1 0.2 0.5

Taxes, net of refunds 0.9 3.1 0.2

Non-cash investing activities:

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The carrying amount of cash equivalents approximates fair value.

Accounts Receivable and Due from Affiliates — These amounts are net of an allowance for expected losses of $ 1.0 million at December 31, 2021 and 2020.

Accounts Receivable and Due from Affiliates — These amounts are net of an allowance for expected losses of $ 0.5 million and $ 1.0 million at December 31, 2022 and 2021, respectively.

Inventories — Our inventories are stated at the lower of cost or net realizable value, using the first-in, first-out ("FIFO") and the weighted average cost method.

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Additions and improvements are capitalized when each asset is placed into service.

Asset and accumulated depreciation accounts are relieved for dispositions with resulting gains or losses included in Other income (expense) - net.

Asset and accumulated depreciation accounts are relieved for dispositions with resulting gains or losses included in Other income - net.

Maintenance and repairs are expensed as incurred.

6 unchanged sentences

(amounts in millions, except share and per share amounts)

During 2021, we continued our efforts to restart the curtailed capacity at our Hawesville facility.

The rebuild of the fifth and final potline and the completion of the technology upgrades are expected to be completed over the next several years subject to market conditions.

The nature, size and scope of this effort represents a discrete construction project.

All associated costs that meet the capitalization criteria have been and will continue to be capitalized as a component of property, plant and equipment.

During 2021, we initiated efforts to restart the curtailed capacity at our Mt.

During the second half of 2022, we fully curtailed production at our Hawesville facility and ceased our efforts to rebuild the fifth potline.

During 2022, we continued efforts to restart the curtailed capacity at our Mt.

Holly facility.

Restart work at the Mt.

Holly smelter is progressing and is expected to be completed in the second quarter of 2022, subject to market conditions.

All associated costs that meet the capitalization criteria have been and will continue to be capitalized as a component of property, plant and equipment.

Impairment of long-lived assets — We evaluate our property, plant and equipment for potential impairment whenever events or circumstances indicate that the carrying amount of these assets may not be recoverable.

If deemed unrecoverable, an impairment loss would be recognized for the amount by which the carrying amount exceeds the fair value of the assets.

Impairment evaluation and fair value is based on estimates and assumptions that take into account our business plans and a long-term investment horizon.

Holly smelter was completed in the second quarter of 2022 bringing its operations to 75 % of Mt.

Holly's maximum production capacity.

All associated costs that meet the capitalization criteria have been capitalized as a component of property, plant and equipment.

Impairment of long-lived assets — The Company reviews property, plant and equipment ("long-lived assets") for impairment whenever events or changes in circumstances, known as triggering events, indicate that the carrying amount of a long-lived asset or an asset group may not be recoverable.

Management considers various factors when determining if long-lived assets should be evaluated for impairment, including a significant adverse change in the business climate or industry conditions (such as sustained decreases in commodity prices, volatility in energy costs, and the global economy), a current period operating or cash flow loss combined with a history of losses, a significant adverse change in the extent or manner in which an asset is used or a current expectation that the asset will be sold or otherwise disposed of before the end of its useful life.

If a triggering event is identified, the Company determines if the long-lived asset or asset group is recoverable.

Recoverability is measured by comparison of the carrying amount of a long-lived asset or asset group held and used to estimate undiscounted future net cash flows expected to be generated by the long-lived asset or asset group.

Impairment evaluation and fair value is based on estimates and assumptions that take into account our business plans and a long-term investment horizon, including consideration of commodity pricing, energy costs and other global economic conditions which may have an adverse effect on recoverability.

If deemed unrecoverable, an impairment loss would be recognized for the amount by which the carrying amount exceeds the estimated fair value of the long-lived asset or asset group.

Leases — We determine whether an arrangement is a lease at the inception of the arrangement based on the terms and conditions in the contract.

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Derivative instruments may consist of variable to fixed financial contracts and back-to-back fixed to floating arrangements for a portion of our sale of primary aluminum, where we receive fixed and pay floating prices from our customers and to counterparties, respectively.

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.

We are also exposed to foreign currency risk, and 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.

Our derivatives are not designated as cash flow hedges.

CENTURY ALUMINUM COMPANY

1 unchanged sentence

(amounts in millions, except share and per share amounts)

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.

Our derivatives are not designated as cash flow hedges.

Derivative and hedging instruments are recorded in due from affiliates, derivative assets, other assets, due to affiliates, derivative liabilities and derivative liabilities - less current portion in the consolidated balance sheets at fair value.

1 unchanged sentence

We recognize changes in fair value and settlements of derivative instruments in net gain (loss) on forward and derivative contracts in the consolidated statements of operations as they occur.

We recognize unrealized gains on forward and derivative contracts as part of cash flows from operations in the consolidated statements of cash flows.

Unrealized gains on forward and derivative contracts are reported as part of cash flows from operations in the consolidated statements of cash flows.

Foreign Currency – We are exposed to foreign currency risk due to fluctuations in the value of the U.S.

2 unchanged sentences

dollar as their functional currency, as contracts for sales of aluminum and purchases of alumina and power are denominated in U.S.

Transactions denominated in currencies other than the functional currency are recorded based on exchange rates at the time such transactions arise and any transaction gains and losses are reflected in Other income (expense) - net in the consolidated statements of operations.

Transactions denominated in currencies other than the functional currency are recorded based on exchange rates at the time such transactions arise and any transaction gains and losses are reflected in Other income - net in the consolidated statements of operations.

Financial Instruments — Receivables, certain life insurance policies, payables, borrowings under revolving credit facilities and debt related to industrial revenue bonds ("IRBs") are carried at amounts that approximate fair value.

13 unchanged sentences

CAROs are a legal obligation to perform an asset retirement activity in which the timing and/or method of settlement are conditional on a future event that may or may not be within our control.

Concentrations of Credit Risk — Financial instruments, which potentially expose us to concentrations of credit risk, consist principally of trade receivables.

Our limited customer base increases our concentrations of credit risk with respect to trade receivables.

We routinely assess the financial strength of our customers and collectability of our trade receivables and recognize an allowance based on our estimate of lifetime expected credit losses in accordance with the current expected credit loss ("CECL") model.

CENTURY ALUMINUM COMPANY

1 unchanged sentence

(amounts in millions, except share and per share amounts)

Concentrations of Credit Risk — Financial instruments, which potentially expose us to concentrations of credit risk, consist principally of trade receivables.

Our limited customer base increases our concentrations of credit risk with respect to trade receivables.

Share-Based Compensation — We measure the cost of employee services received in exchange for an award of equity instruments based on the fair value of the award on the grant date.

6 unchanged sentences

Recently Adopted Accounting Standards

On January 1, 2021, we adopted Financial Accounting Standards Board ("FASB") Accounting Standards Update ("ASU") 2019-12, “Income Taxes (Topic 740):

Simplifying the Accounting for Income Taxes." The ASU amendments include the removal of certain exceptions to the general principles of ASC 740 and to improve and simplify accounting for income taxes by clarifying and amending existing guidance.

The adoption of the ASU did not have a material effect on the Company’s consolidated financial statements.

On January 1, 2021, we adopted FASB ASU 2020-06, “Debt With Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40):

Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity" using the modified retrospective method.

The ASU amendments include simplification of the accounting models for convertible instruments and conversion options, and amendments to diluted earnings per share (“EPS”) calculations for certain convertible instruments, requiring the inclusion of convertible securities in the calculation of diluted EPS using the if-converted method.

The adoption of the ASU did not have a material effect on the Company’s consolidated financial statements.

On January 1, 2021, we adopted the final rule issued by the Securities and Exchange Commission (“SEC”) that amends the disclosure requirements related to issuers and guarantors of certain registered securities under SEC Regulation S-X Rule 3-10.

We presented the alternative financial disclosures in Item 7.

Management's Discussion and Analysis of Financial Condition and Results of Operations .

The adoption of the SEC rule is limited to disclosures only and did not have a material effect on the Company’s consolidated financial statements.

In March 2020, the FASB issued ASU 2020-04, “Reference Rate Reform (Topic 848),” as amended by ASU 2021-01 in January 2021, directly addressing the effects of reference rate reform on financial reporting as a result of the cessation of the publication of London Interbank Offered Rate ("LIBOR") and provides optional expedients for a limited period of time for accounting for contracts, hedging relationships, and other transactions affected by LIBOR or other reference rates expected to be discontinued.

These optional expedients can be applied from March 2020 through December 31, 2022.

In December 2022, the FASB issued ASU No.

2022-06, "Reference Rate Reform:

Deferral of the Sunset Date of Topic 848," which deferred the sunset date of Topic 848 from December 31, 2022 to December 31, 2024.

Arrangements that were entered into during the year ended December 31, 2022, including amendments to our U.S.

and Iceland revolving credit facilities and our new Iceland Term Facility no longer use LIBOR as a reference rate.

LIBOR continues to be the reference rate for our Grundartangi casthouse facility set to mature in 2028.

The phase out of LIBOR reference rates will occur at different dates and began on January 1, 2022.

Our adoption of this new standard occurred during the year ended December 31, 2022, in conjunction with the first phase-out of the LIBOR reference rate.

There was no material impact to our consolidated financial statements, nor do we expect the adoption of this standard to have a material impact on our consolidated financial statements during the LIBOR transition.

Curtailment of Operations - Hawesville

On June 22, 2022, our subsidiary, Century Aluminum of Kentucky ("CAKY"), issued a Worker Adjustment and Retraining Notification Act ("WARN") notice at its Hawesville, Kentucky aluminum smelter related to a temporary curtailment of plant operations within 60 days as a result of current market conditions, including historically high energy costs and declining London Metal Exchange ("LME") prices.

We have since fully curtailed production at the 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.

As the curtailment represents a significant adverse change in the extent and manner in which the Hawesville smelter will be used, we accordingly evaluated the Hawesville asset group for recoverability.

As the carrying value of the Hawesville asset group was determined to not be recoverable based on the estimated undiscounted cash flows expected to be generated over the life of the asset group, an impairment charge of $ 159.4 million was recognized to write down the asset group to its estimated fair value of $ 15.0 million.

We classified the estimated remaining fair value of the long lived assets within Level 3 of the fair value hierarchy as its fair value was determined based on recent comparable transactions with inputs that are not readily observable in the market.

We recognized 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.

We also recognized a non-cash other postretirement benefits ("OPEB") curtailment gain totaling $ 8.9 million for the year ended December 31, 2022.

Pension and other postretirement benefits to the consolidated financial statements included herein for additional information.

CENTURY ALUMINUM COMPANY

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(amounts in millions, except share and per share amounts)

Related Party Transactions

10 unchanged sentences

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.

CENTURY ALUMINUM COMPANY

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(amounts in millions, except share and per share amounts)

We have entered into agreements with Glencore pursua nt to which we sell certain amounts of alumina at market-based prices.

5 unchanged sentences

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.

This amount was paid during the fourth quarter of 2021.

Financial contracts with Glencore

We have certain financial contracts with Glencore.

See Note 1 8 .

Derivatives regarding these forward financial sales contracts.

Hawesville Term Loan

On April 29, 2019, we entered into a loan agreement with Glencore Ltd.

pursuant to which the Company borrowed $ 40.0 million (the "Hawesville Term Loan”).

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.

Debt for additional information.

Borrowings under the Hawesville Term Loan were used to partially finance the second phase of the Hawesville restart project.

The Hawesville Term Loan has been fully repaid as of December 31, 2021.

A summary of the aforementioned significant related party transactions for the years ended December 31, 2021, 2020 and 2019 is as follows:

Borrowings under the Facility Agreement are expected to be used for general corporate and working capital purposes of Century and its subsidiaries.

CENTURY ALUMINUM COMPANY

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(amounts in millions, except share and per share amounts)

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,

3 unchanged sentences

284.7 334.6 197.6

Purchases from BHH (1)

(1) We previously owned a 40 % interest in Baise Haohai Carbon Co.

("BHH") and purchased carbon anodes from them for use in our operations.

Purchases represented herein were prior to the divestiture of our interest in BHH in May 2019.

(1) Includes settlements of financial contract positions.

42 unchanged sentences

(3) ROUL - non-current was recorded as part of Leases - Right of use liabilities within Non-current liabilities at December 31, 2022 and 2021.

The undiscounted maturities of our operating lease liability balances are as follows (in millions):

The undiscounted maturities of our operating lease liability balances as of December 31, 2022 are as follows (in millions):

Year December 31,

19 unchanged sentences

Observable inputs are developed using market data and reflect assumptions that market participants would use when pricing the asset or liability.

Unobservable inputs are developed using the best information available about the assumptions that market participants would use when pricing the asset or liability.

Unobservable inputs are developed using the best information available about the assumptions and estimates that market participants would use when pricing the asset or liability.

The fair value hierarchy provides transparency regarding the inputs we use to measure fair value.

26 unchanged sentences

(2) See Note 16.

Debt for additional information about the contingent obligation.

Commitments and Contingencies for additional information about the contingent obligation.

CENTURY ALUMINUM COMPANY

10 unchanged sentences

FX swaps Discounted cash flows Euro/USD forward exchange rate

Casthouse currency hedges Discounted cash flows Euro/USD forward exchange rate;

ISK/USD forward exchange rate

When valuing Level 3 assets and liabilities, we use certain significant unobservable inputs.

11 unchanged sentences

Nord Pool Swaps Discounted cash flows Quoted Nord Pool forward market Discount rate net (1)

$ 0.2 8.58 % $ — N/A

$ — 8.58 % $ 0.2 8.58 %

Casthouse currency hedges Discounted cash flows Euro/USD forward exchange rate;

ISK/USD forward exchange rate Discount rate net (1)

$ — 8.58 % $ — — %

Contingent Obligation Discounted cash flows Quoted LME forward market Expected monthly Hawesville production level (2)

3 unchanged sentences

(2) Represents management's estimate of expected monthly Hawesville production levels through the term of the agreement in December 2028.

The following table presents the fair value reconciliation of Level 3 assets and liabilities measured at fair value on a recurring basis.

CENTURY ALUMINUM COMPANY

1 unchanged sentence

(amounts in millions, except share and per share amounts)

The following table presents the fair value reconciliation of Level 3 assets and liabilities measured at fair value on a recurring basis.

For the twelve months ended December 31, 2022

Level 3 Assets Level 3 Liabilities

Nord Pool LME forward financial sales contracts FX Swaps

Nord Pool Swaps LME forward financial sales contracts LME forward financial sales contracts FX Swaps Casthouse currency hedges

Balance as of January 1, 2022

5 unchanged sentences

Purchases — — — — —

Sales — — — — —

Settlements — — — — —

7 unchanged sentences

$ — $ 1.6 $ 5.3 $ — $ —

CENTURY ALUMINUM COMPANY

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(amounts in millions, except share and per share amounts)

(1) Gains and losses are presented in the Consolidated Statement of Operations within the line item "Net gain (loss) on forward and derivative contracts."

3 unchanged sentences

Level 3 Assets Level 3 Liabilities

LME forward financial sales contracts FX Swaps Hawesville L4 Power Price Swaps

Nord Pool Swaps LME forward financial sales contracts FX Swaps

Balance as of January 1, 2021

7 unchanged sentences

Transfers into Level 3 (2)

1.7 ( 1.0 ) ( 0.4 )

Transfers out of Level 3 (3)

( 1.5 ) 21.7 0.7

Balance as of December 31, 2021

9 unchanged sentences

Debt classified as current liabilities:

Hawesville Term Loan - current portion (1)

Hancock County industrial revenue bonds ("IRBs") due April 2028, interest payable quarterly (variable interest rates (not to exceed 12 %)) (1)

1 unchanged sentence

Iceland Revolving Credit Facility (3)

Iceland Term Facility (5)

Debt classified as non-current liabilities:

Iceland Revolving Credit Facility (4)

12.0 % senior secured notes due July 1, 2025, net of debt discount of $ 2.3 million and financing fees of $ 4.6 million at December 31, 2020, interest payable semiannually

Grundartangi casthouse facility, net of financing fees of $ 0.6 million at December 31, 2022 (4)

Iceland Term Facility, net of financing fees of $ 0.0 million and current portion at December 31, 2022 (5)

7.5 % senior secured notes due April 1, 2028, net of financing fees of $ 3.4 million at December 31, 2022, interest payable semiannually

1 unchanged sentence

Total $ 527.7 $ 451.2

(1) See "Hawesville Term Loan" below.

As of December 31, 2021, we have made $ 40.0 million of principal payments and $ 4.6 million of interest payments.

(1) The IRBs are classified as current liabilities because they are remarketed weekly and could be required to be repaid upon demand if there is a failed remarketing.

The IRBs interest rate at December 31, 2021 was 0.3 %.

(3) We have elected to incur interest at a base rate plus applicable margin as defined within the agreement.

The interest rate at December 31, 2022 was 3.80 % .

(4) We have elected to incur interest at LIBOR plus applicable margin as defined within the agreement.

(2) We incur interest at a base rate plus applicable margin as defined within the agreement.

The interest rate at December 31, 2022 was 8.00 %.

The classification of our Iceland Revolving Credit Facility balance reflects our anticipated payment timeframe.

(3) We incur interest at a base rate plus applicable margin as defined within the agreement.

The interest rate at December 31, 2022 was 7.41 %.

(4) We incur interest at a base rate plus applicable margin as defined within the agreement.

The interest rate at December 31, 2022 was 7.73 %.

(5) We incur interest at a rate equal to 3.2 % plus EUR EURIBOR 1 month as published by the European Money Markets Institute as defined within the agreement.

The interest rate at December 31, 2022 was 4.74 %.

7.5 % Senior Secured Notes due 2028

7 unchanged sentences

Our obligations under the 2028 Notes and the Guarantor Subsidiaries' obligations under the guarantees are secured by a pledge of and lien on (subject to certain exceptions):

(i) all of our and the Guarantor Subsidiaries' property, plant and equipment (other than certain excluded property);

CENTURY ALUMINUM COMPANY

1 unchanged sentence

(amounts in millions, except share and per share amounts)

(i) all of our and the Guarantor Subsidiaries' property, plant and equipment (other than certain excluded property);

(ii) all equity interests in subsidiaries directly owned by Century or any Guarantor Subsidiaries;

21 unchanged sentences

Although we use quoted market prices for identical debt instruments, the markets on which they trade are not considered to be active and are therefore considered Level 2 fair value measurements.

12.0 % Notes Tender Offer and Redemption

In April 2021, we commenced a tender offer to the holders of the outstanding 12.0 % senior secured notes due July 2025 (the "2025 Notes") and notified all such holders of our election to redeem all 2025 Notes not purchased in our tender offer on May 14, 2021.

We received tenders for approximately $ 195.9 million in aggregate principal amount of the 2025 Notes and the remaining 2025 Notes were redeemed on May 14, 2021 at a redemption price of 107 % of the principal amount thereof, plus accrued and unpaid interest.

As a result, the Company's and the guarantors' obligations under the indenture governing the 2025 Notes have been fully discharged.

We applied net proceeds from the offering of the 2028 Notes described above, together with a portion of the net proceeds from the Convertible Notes offering described below, toward payment of the total consideration amount to holders whose 2025 Notes were accepted and purchased in the tender offer and to fund the redemption of any remaining 2025 Notes.

Based on the characteristics of the 2025 Notes and the 2028 Notes that were issued, the tender and redemption of the 2025 Notes were accounted for as an extinguishment of the debt.

Accordingly, we have recorded a $ 24.7 million loss on early extinguishment of debt, consisting of early redemption and tender premiums of $ 18.1 million, write-off of deferred financing costs and the debt discount associated with the 2025 Notes of $ 4.4 million and $ 2.2 million, respectively.

2.75 % Convertible Notes due 2028

CENTURY ALUMINUM COMPANY

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(amounts in millions, except share and per share amounts)

On April 9, 2021, we completed a private offering of $ 86.3 million aggregate principal amount of convertible senior notes due 2028 (the "Convertible Notes").

10 unchanged sentences

and structurally junior to all indebtedness and other liabilities (including trade payables) of the Company’s subsidiaries.

CENTURY ALUMINUM COMPANY

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(amounts in millions, except share and per share amounts)

Redemption rights.

7 unchanged sentences

Although we use quoted market prices for identical debt instruments, the markets on which they trade are not considered to be active and are therefore considered Level 2 fair value measurements.

On April 6, 2021 and April 7, 2021, in connection with the pricing of the Convertible Notes, we entered into privately negotiated capped call transactions (the “Capped Calls”) with certain of the initial purchasers and other financial institutions (the "Option Counterparties") at a cost of $ 5.7 million.

The Capped Calls cover, subject to customary adjustments, the number of shares of our common stock initially underlying the Convertible Notes.

By entering into the Capped Calls, we expect to reduce the potential dilution to our common stock upon any conversion of the Convertible Notes (or, in the event a conversion of the Convertible Notes is settled in cash, to reduce our cash payment obligation) in the event that at the time of conversion of the Convertible Notes our common stock price exceeds the conversion price of the Convertible Notes.

The Capped Calls each have an initial strike price of approximately $ 18.74 per share, subject to certain adjustments, which corresponds to the initial conversion price of the Convertible Notes.

The Capped Calls have an initial cap price of $ 22.95 per share of common stock .

On April 6, 2021 and April 7, 2021, we entered into side letters with the Option Counterparties that modified the terms of the Capped Calls, thus requiring derivative accounting treatment with changes in fair value reported in earnings.

On June 29, 2021, we terminated the side letters with the Option Counterparties by mutual agreement, which caused the Capped Calls to

CENTURY ALUMINUM COMPANY

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(amounts in millions, except share and per share amounts)

meet the criteria for classification in equity.

As of December 31, 2021, the Capped Calls are included as a reduction to additional paid-in-capital within stockholders’ equity.

During the period in the second quarter in which the Capped Calls were classified as derivatives, we recognized $ 1.0 million as a loss on forward and derivative contracts.

Hawesville Term Loan

On April 29, 2019, we entered into a loan agreement with Glencore Ltd.

pursuant to which the Company borrowed $ 40.0 million.

Borrowings under the Hawesville Term Loan were used to partially finance the second phase of the Hawesville restart project.

The Hawesville Term Loan bore interest, due monthly, at a floating rate equal to LIBOR plus 5.375 % per annum.

The Hawesville Term Loan matured on December 31, 2021 and was fully repaid as of December 31, 2021.

Revolving Credit Facility

1 unchanged sentence

revolving credit facility").

On December 23, 2021 we amended our U.S.

On June 14, 2022 we amended our U.S.

revolving credit facility, increasing our borrowing capacity to $ 250.0 million, including up to $ 150.0 million under a letter of credit sub-facility.

revolving credit facility matures on May 16, 2023.

revolving credit facility matures on June 14, 2027.

Any letters of credit issued and outstanding under the U.S.

1 unchanged sentence

At December 31, 2022, there were $ 90.0 million outstanding borrowings and $ 34.9 million of outstanding letters of credit issued under our U.S.

revolving credit facility.

revolving credi t facility.

Principal payments, if any, are due upon maturity of the U.S.

17 unchanged sentences

Any amounts outstanding under the U.S.

revolving credit facility will bear interest at our option of either LIBOR or a base rate, plus, in each case, an applicable interest margin.

revolving credit facility will bear interest at our option of either the secured overnight financing rate ("SOFR") or a base rate, plus, in each case, an applicable interest margin.

The applicable interest margin is determined based on the average daily availability for the immediately preceding quarter.

In addition, we pay an unused line fee on undrawn amounts, less the amount of our letters of credit exposure.

For standby letters of credit, we are required to pay a fee on the face amount of such letters of credit that varies depending on whether the letter of credit exposure is cash collateralized.

In June 2021, the U.S.

revolving credit facility was amended to include fallback language relating to a benchmark reference rate replacement when a LIBOR transition occurs.

For standby letters

CENTURY ALUMINUM COMPANY

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(amounts in millions, except share and per share amounts)

of credit, we are required to pay a fee on the face amount of such letters of credit that varies depending on whether the letter of credit exposure is cash collateralized.

Prepayments .

2 unchanged sentences

We may be required to apply the proceeds from sales of collateral accounts, other than sales of inventory in the ordinary course of business, to repay amounts outstanding under the revolving credit facility and correspondingly reduce the commitments there under.

CENTURY ALUMINUM COMPANY

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(amounts in millions, except share and per share amounts)

prepayments of indebtedness, as well as a covenant that requires the Borrowers to maintain certain minimum liquidity or availability requirements.

revolving credit facility contains customary covenants, including restrictions on mergers and acquisitions, indebtedness, affiliate transactions, liens, dividends and distributions, dispositions of collateral, investments, and prepayments of indebtedness, as well as a covenant that requires the Borrowers to maintain certain minimum liquidity or availability requirements.

Events of Default.

3 unchanged sentences

Iceland Revolving Credit Facility

Our wholly-owned subsidiary, Nordural Grundartangi ehf ("Grundartangi"), has entered into a $ 50.0 million revolving credit facility agreement with Landsbankinn hf., dated November 2013, as amended.

Our wholly-owned subsidiary, Nordural Grundartangi ehf ("Grundartangi"), entered into a revolving credit facility agreement with Landsbankinn hf., dated November 2013, as amended (the "Iceland revolving credit facility") which originally provided for borrowings of up to $ 50.0 million in the aggregate.

On February 4, 2022, we amended the Iceland revolving credit facility and increased the facility amount to $ 80.0 million in the aggregate.

On September 28, 2022, we further amended the Iceland revolving credit facility and increased the facility amount to $ 100.0 million in aggregate.

Under the terms of the Iceland revolving credit facility, when Grundartangi borrows funds it will designate a repayment date, which may be any date prior to the maturity of the Iceland revolving credit facility.

At December 31, 2022, there were $ 35.0 million in outstanding borrowings under our Iceland revolving credit facility.

The Iceland revolving credit facility has a term through November 2024.

10 unchanged sentences

Interest Rates and Fees.

Any amounts outstanding under the Iceland revolving credit facility will bear interest at LIBOR plus a margin per annum.

Any amounts outstanding under the Iceland revolving credit facility will bear interest at SOFR plus a margin per annum.

Any outstanding borrowings may be prepaid without penalty or premium in whole or in part.

1 unchanged sentence

Events of Default.

The Iceland revolving credit facility also includes customary events of default, including nonpayment, loss of license, cessation of operations, unlawfulness, breach of covenant, bankruptcy, change of ownership, certain judgments and certain cross defaults.

CENTURY ALUMINUM COMPANY

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(amounts in millions, except share and per share amounts)

and certain cross defaults.

Upon the occurrence of an event of default, commitments under the Iceland revolving credit facility may be terminated and amounts outstanding may be accelerated and declared immediately due and payable.

1 unchanged sentence

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").

Under the Casthouse Facility, repayments of principal amounts will be made in equal quarterly installments equal to 1.818 % of the principal amount, the first payment occurring 30 months after the first drawdown by Grundartangi, with the remaining 60 % of the principal amount to be paid no later than the termination date.

As of December 31, 2021, there are no outstanding borrowings under this Casthouse Facility.

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 in December 2029.

As of December 31, 2022, there were $ 50.0 million in outstanding borrowings under the Casthouse Facility.

Grundartangi's obligations under the Casthouse Facility are secured by a general bond on an aggregate of $ 430.0 million in assets and rights related to Grundartangi.

CENTURY ALUMINUM COMPANY

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(amounts in millions, except share and per share amounts)

Interest Rates and Fees .

4 unchanged sentences

We can make prepayments of amounts outstanding under the Casthouse Facility, in whole or in part, without premium or penalty, together with accrued interest on the amount prepaid and subject to standard breakage costs, if applicable.

This Casthouse Facility contains customary covenants, including restrictions on mergers and acquisitions, indebtedness, preservation of assets, and dispositions of assets, as well as a covenant that requires Grundartangi to maintain a certain minimum equity ratio.

The Casthouse Facility contains customary covenants, including restrictions on mergers and acquisitions, indebtedness, preservation of assets, and dispositions of assets, as well as a covenant that requires Grundartangi to maintain a certain minimum equity ratio.

Events of Default.

1 unchanged sentence

Upon the occurrence of an event of default, commitments under the Casthouse facility may be terminated and amounts outstanding may be accelerated and declared immediately due and payable.

Contingent Obligation

We have a contingent obligation in connection with the “unwind” of a contractual arrangement between CAKY, Big Rivers Electric Corporation ("Big Rivers") and a third party and the execution of a long-term cost-based power contract with Kenergy, a member of a cooperative of Big Rivers, in July 2009.

This contingent obligation consists of the aggregate payments made to Big Rivers by the third party on CAKY’s behalf in excess of the agreed upon base amount under the long-term cost-based power contract with Kenergy.

Our obligation to make repayments is contingent upon certain operating criteria for Hawesville and the LME price of primary aluminum.

When the conditions for repayment are met, and for so long as those conditions continue to be met, we will be obligated to make principal and interest payments, in up to 72 monthly payments.

Interest accrues at an annual rate equal to 10.94 % and the term of the agreement is through December 2028.

Based on the LME forward market prices for primary aluminum at December 31, 2021, and current level of Hawesville's operations, we believe that we will not have any payment obligations for the contingent obligation through the term of the agreement, which expires in 2028.

We recognized a derivative asset which offsets our contingent obligation.

As a result, our net liability decreased and we recognized a gain of $ 1.4 million for each of the years ended December 31, 2021 and 2020.

These amounts are exactly offset by interest expense on the contingent obligation which is recorded in interest expense.

Future increases in the LME forward market and increased operations at Hawesville may result in a partial or full derecognition of the derivative asset and a corresponding recognition of a loss.

The following table provides information about the balance sheet location and gross amounts offset:

Offsetting of financial instruments and derivatives Balance sheet location December 31, 2021 December 31, 2020

Contingent obligation – principal Other liabilities $ ( 12.9 ) $ ( 12.9 )

Contingent obligation – accrued interest Other liabilities ( 15.2 ) ( 13.8 )

Contingent obligation – derivative asset Other liabilities 28.1 26.7

Industrial Revenue Bonds

As part of the purchase price for our acquisition of the Hawesville facility, we assumed IRBs which were issued in connection with the financing of certain solid waste disposal facilities constructed at the Hawesville facility.

The IRBs bear interest at a variable rate not to exceed 12 % per annum determined weekly based upon prevailing rates for similar bonds in the industrial revenue bond market and interest on the IRBs is paid quarterly.

The IRBs are secured by a letter of credit issued under our U.S revolving credit facility and mature in April 2028.

Iceland Term Facility

Our wholly-owned subsidiary, Grundartangi, has 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 will be made in equal monthly installments, the first payment occurring in February 2023, with the remainder of the principal amount to be paid no later than the termination date in January 2024.

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, 2022, there were $ 14.5 million (€ 13.6 million) in outstanding borrowings under the Iceland Term Facility.

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 payable on December 2, 2024, the maturity date of the Facility Agreement.

As of December 31, 2022, there were no outstanding borrowings under the Vlissingen Facility Agreement.

Vlissingen’s 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.

Interest Rates and Fees.

Any amounts outstanding under the Vlissingen Facility Agreement will bear interest at a fixed interest rate equal to 8.75 % per annum and payable on December 2, 2024

CENTURY ALUMINUM COMPANY

1 unchanged sentence

(amounts in millions, except share and per share amounts)

Any outstanding borrowings may be prepaid without penalty or premium in whole or in part without any charge, fee premium or penalty.

The Vlissingen Facility Agreement contains customary covenants including with respect to mergers, guarantees and preservation and dispositions of assets

Events of Default .

The Vlissingen Facility Agreement also includes customary events of default, including nonpayment, breach of any provision or representation under the agreement, and certain cross-default and insolvency events.

Upon the occurrence of an event of default, commitments under the Vlissingen Facility Agreement may be terminated and amounts outstanding may be accelerated and declared immediately due and payable.

Hancock County Industrial Revenue Bonds

The IRBs are secured by a letter of credit issued under our U.S revolving credit facility and mature in April 2028.

Surety Bond Facility

As part of our normal business operations, we are required to provide surety bonds or issue letters of credit in certain states in which we do business as collateral for certain workers' compensation obligations.

In June 2022, we entered into a surety bond facility with an insurance company to provide such bonds when applicable.

As of December 31, 2022, we had issued surety bonds totaling $ 6.6 million.

As we had previously guaranteed our workers' compensation obligations through issuance of letters of credit against our revolving credit facility, the surety bond issuance increases credit facility availability.

Shareholders' Equity

7 unchanged sentences

In addition, issuance of any shares of preferred stock with voting powers may dilute the voting power of the outstanding common stock.

CENTURY ALUMINUM COMPANY

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(amounts in millions, except share and per share amounts)

Series A Convertible Preferred Stock

6 unchanged sentences

Our Series A Convertible Preferred Stock has a par value of $ 0.01 per share.

CENTURY ALUMINUM COMPANY

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(amounts in millions, except share and per share amounts)

The Common and Preferred Stock Activity table below contains additional information about preferred stock conversions during 2022, 2021 and 2020:

3 unchanged sentences

Balance as of December 31, 2019 67,323 7,186,521 89,185,661

Repurchase of common stock — — —

Conversion of convertible preferred stock ( 3,734 ) — 373,416

1 unchanged sentence

Balance as of December 31, 2020 63,589 7,186,521 90,055,797

Repurchase of common stock — — —

Conversion of convertible preferred stock ( 5,047 ) — 504,596

1 unchanged sentence

Balance as of December 31, 2021 58,542 7,186,521 91,231,611

Repurchase of common stock — — —

Conversion of convertible preferred stock ( 4,688 ) — 468,785

8 unchanged sentences

Upon any liquidation, dissolution, or winding-up of Century, the holders of shares of Series A Convertible Preferred Stock are entitled to receive a preferential distribution of $ 0.01 per share out of the assets available for distribution.

In addition, upon any liquidation, dissolution or winding-up of Century, if our assets are sufficient to make any distribution to the holders of the common stock, then the holders of shares of Series A Convertible Preferred Stock are also entitled to share ratably with the holders of common stock in the distribution of Century’s assets (as though the holders of Series A Convertible Preferred Stock were holders of that number of shares of common stock into which their shares of Series A Convertible Preferred Stock are convertible).

CENTURY ALUMINUM COMPANY

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(amounts in millions, except share and per share amounts)

Series A Convertible Preferred Stock are convertible).

However, the amount of any such distribution will be reduced by the amount of the preferential distribution received by the holders of the Series A Convertible Preferred Stock.

3 unchanged sentences

The Series A Convertible Preferred Stock automatically converts, without any further act of Century or any holders of Series A Convertible Preferred Stock, into shares of common stock, at a conversion ratio of 100 shares of common stock for each share of Series A Convertible Preferred Stock, upon the occurrence of any of the following automatic conversion events:

CENTURY ALUMINUM COMPANY

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(amounts in millions, except share and per share amounts)

• If we sell or issue shares of common stock or any other stock that votes generally with our common stock, or the occurrence of any other event, including a sale, transfer or other disposition of common stock by Glencore, as a result of which the percentage of voting stock held by Glencore decreases, an amount of Series A Convertible Preferred Stock will convert to common stock to restore Glencore to its previous ownership percentage;

14 unchanged sentences

Stock Repurchase Program

CENTURY ALUMINUM COMPANY

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(amounts in millions, except share and per share amounts)

In 2011, our Board of Directors authorized a $ 60.0 million stock repurchase program and during the first quarter of 2015, our Board of Directors increased the size of the program by $ 70.0 million.

4 unchanged sentences

From time to time, treasury shares may be reissued as contributions to our employee benefit plans and for the conversion of preferred stock.

When shares are reissued, we use an average cost method for

CENTURY ALUMINUM COMPANY

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(amounts in millions, except share and per share amounts)

determining cost.

When shares are reissued, we use an average cost method for determining cost.

The difference between the cost of the shares and the reissuance price is added to or deducted from additional paid-in capital.

17 unchanged sentences

For the years ended December 31, 2022, 2021 and 2020, we recorded depreciation and amortization expense of $ 73.4 million, $ 82.6 million, and $ 83.0 million, respectively.

CENTURY ALUMINUM COMPANY

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(amounts in millions, except share and per share amounts)

Accumulated Other Comprehensive Loss ("AOCL")

9 unchanged sentences

( 0.3 ) ( 0.4 )

CENTURY ALUMINUM COMPANY

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(amounts in millions, except share and per share amounts)

The following table summarizes the changes in the accumulated balances for each component of AOCL:

2 unchanged sentences

$ ( 111.7 ) $ 1.9 $ ( 109.8 )

Impact of ASU 2018-02* ( 1.3 ) — ( 1.3 )

Other comprehensive (loss) before reclassifications ( 12.7 ) — ( 12.7 )

Other comprehensive income (loss) before reclassifications ( 13.5 ) — ( 13.5 )

Net amount reclassified to net income (loss) 4.6 ( 0.1 ) 4.5

1 unchanged sentence

( 120.6 ) 1.8 ( 118.8 )

Other comprehensive (loss) before reclassifications ( 13.5 ) — ( 13.5 )

Other comprehensive income (loss) before reclassifications 31.6 — 31.6

Net amount reclassified to net income (loss) 5.0 ( 0.1 ) 4.9

1 unchanged sentence

( 84.0 ) 1.7 ( 82.3 )

Other comprehensive (loss) before reclassifications 31.6 — 31.6

Other comprehensive income (loss) before reclassifications ( 5.9 ) — ( 5.9 )

Net amount reclassified to net income (loss) ( 5.7 ) ( 0.1 ) ( 5.8 )

1 unchanged sentence

$ ( 95.6 ) $ 1.6 $ ( 94.0 )

*ASU 2018-02.

Income Taxes for further information regarding our adoption of ASU 2018-02.

CENTURY ALUMINUM COMPANY

4 unchanged sentences

Defined benefit plan and other postretirement liabilities Cost of goods sold $ 3.5 $ 26.8 $ ( 4.7 )

Other income, net ( 8.9 ) — —

Selling, general and administrative expenses 3.3 2.9 ( 2.0 )

Other operating expense, net 7.3 ( 1.1 ) ( 1.0 )

Other operating expense (income), net ( 9.0 ) 7.3 ( 1.1 )

Income tax expense ( 0.3 ) ( 0.4 ) ( 1.1 )

1 unchanged sentence

Gain (loss) on financial instruments Cost of goods sold $ ( 0.2 ) $ ( 0.1 ) $ ( 0.2 )

Income tax benefit 0.0 0.1 0.1

Income tax effect ( 0.1 ) 0.0 0.1

Net of tax $ ( 0.3 ) $ ( 0.1 ) $ ( 0.1 )

21 unchanged sentences

(amounts in millions, except share and per share amounts)

Obligations and Funded Status

The change in benefit obligations and change in plan assets as of December 31 are as follows:

Obligation and Funded Status

The change in benefit obligation and change in plan assets as of December 31 are as follows:

2022 2021 2022 2021

6 unchanged sentences

Benefits paid ( 24.0 ) ( 21.2 ) ( 6.1 ) ( 6.1 )

Curtailment — — 0.1 —

Benefit obligation at end of year $ 263.0 $ 360.1 $ 73.7 $ 99.6

The decreases in both the defined benefit plans' and OPEB plan's benefit obligation were mainly driven by the actuarial gains in 2021, which were primarily attributable to the increases in the discount rates from fiscal year 2020 to 2021.

The decreases in both the defined benefit plans' and OPEB plans' benefit obligation were mainly driven by the actuarial gains in 2022, which were primarily attributable to the increases in the discount rates from fiscal year 2021 to 2022.

2022 2021 2022 2021

6 unchanged sentences

Fair value of assets at end of year $ 216.6 $ 329.7 $ — $ —

The decrease of actual return on plan assets in 2021 was primarily attributable to changes in our investment compliment during fiscal year 2021 to manage risk relative to the pension asset balance.

The decrease of actual return on plan assets in 2022 was primarily attributable to fluctuations in market prices during the year.

2022 2021 2022 2021

2 unchanged sentences

Amounts recognized in the Consolidated Balance Sheets:

Non-current assets — — — —

Current liabilities ( 1.8 ) ( 1.8 ) ( 6.1 ) ( 6.3 )

21 unchanged sentences

Net periodic benefit cost ( 5.3 ) ( 1.9 ) 2.1 3.1 1.7 2.3

Curtailment benefit (1)

— — — ( 8.9 ) — —

Total benefit cost $ ( 5.3 ) $ ( 1.9 ) $ 2.1 $ ( 5.8 ) $ 1.7 $ 2.3

(1) During the third quarter, we re-measured certain other postretirement benefits triggered by the Hawesville smelter curtailment, leading to a non-cash OPEB curtailment benefit totaling $ 8.9 million for the year ended December 31, 2022.

Other changes in Plan Assets and Benefit Obligations Recognized in Other Comprehensive Loss (pre-tax):

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Net loss (gain) $ 29.0 $ ( 26.7 ) $ ( 23.1 ) $ ( 5.0 )

Prior service cost (benefit) — — — —

Amortization of net loss, including recognition due to settlement ( 3.5 ) ( 6.1 ) ( 1.4 ) ( 2.3 )

Amortization of prior service (cost) benefit, including recognition due to curtailment ( 0.1 ) ( 0.1 ) 3.2 3.2

Amortization of prior service (cost) benefit, including curtailment ( 0.1 ) ( 0.1 ) 10.3 3.2

Total amount recognized in other comprehensive loss 25.4 ( 32.9 ) ( 14.2 ) ( 4.1 )

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Weighted average assumptions used to determine benefit obligations at December 31:

CENTURY ALUMINUM COMPANY

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(amounts in millions, except share and per share amounts)

2022 2021 2022 2021

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Measurement date 12/31/2022 12/31/2021 12/31/2022 12/31/2021

CENTURY ALUMINUM COMPANY

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(amounts in millions, except share and per share amounts)

Weighted average assumptions used to determine net periodic benefit cost for the years ended December 31:

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(2) For 2022, 2021, and 2020, the rate of compensation increase is 3 % per year for the first year and 3.5 % per year thereafter.

(3) For 2021, 2020, and 2019, the rate of compensation increase is 3 % per year for the first year and 3.5 % per year thereafter.

(3) The rate for each of our defined benefit plans was selected by taking into account our expected asset mix and is based on historical performance as well as expected future rates of return on plan assets.

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2022 Target December 31, 2022 December 31, 2021

equities — % — % 31 %

International equities — % — % 27 %

Fixed income — % — % 42 %

Return seeking assets:

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The strategic role of real assets is to:

• Diversify the Pension Plans’ equity exposure by investing in real assets that exhibit a low correlation to equities, thereby lowering the overall return volatility of the entire investment portfolio.

CENTURY ALUMINUM COMPANY

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(amounts in millions, except share and per share amounts)

• Maintain a diversified exposure within the real asset markets through the use of multi-manager portfolio strategies targeting listed and unlisted exposures.

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• Level 3 Inputs – unobservable inputs for the asset or liability.

The following summarizes the Company’s pension included assets under the fair value hierarchy:

As of December 31, 2021 (1)

Level 1 Level 2 Level 3 Assets measured at NAV Total

The following summarizes the Company’s Pension Plans' assets fair value by asset category:

As of December 31, 2022 Level 1 Level 2 Level 3 Assets measured at NAV Total

Cash and cash equivalents $ — $ — $ — $ 1.3 $ 1.3

Return seeking assets:

Global Equity — — — 99.0 99.0

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Real Assets — — — 30.4 30.4

Total return seeking assets — — — 245.6 245.6

Liability hedging assets — — — 45.8 45.8

Total $ — $ — $ — $ 329.7 $ 329.7

Total plan assets fair value $ — $ — $ — $ 216.6 $ 216.6

As of December 31, 2021

equities $ 98.4 $ — $ — $ — $ 98.4

International equities 86.8 — — — 86.8

Fixed income 133.6 — — — 133.6

Total $ 318.8 $ — $ — $ — $ 318.8

Cash and cash equivalents $ — $ — $ — $ 2.5 $ 2.5

Global Equity — — — 167.8 167.8

Diversified Credit — — — 49.2 49.2

Real Assets — — — 28.6 28.6

Liability hedging assets — — — 81.6 81.6

Total plan assets fair value $ — $ — $ — $ 329.7 $ 329.7

Our Pension Plans’ assets are held in certain commingled funds and group trusts which do not have publicly quoted prices.

The fair value of the commingled funds and group trusts is based on NAV of the underlying investments.

The fair value of the underlying investments held by the commingled funds, separate accounts and common collective trusts is generally based on quoted prices in active markets.

Though the Company believes the methods used to estimate fair value are consistent with those used by other market participants, the use of other methods or assumptions could result in a different estimate of fair value.

CENTURY ALUMINUM COMPANY

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(amounts in millions, except share and per share amounts)

(1) During 2021, Century changed plan custodians for our pension assets, at which time our pension assets were reinvested in new securities that are measured at Net Asset Value ("NAV") and not subject to leveling.

Prior to the custodian change, all pension assets were classified as Level 1 assets.

Our Pension Plans’ assets are held in certain comingled funds and group trusts which do not have publicly quoted prices.

The fair value of the comingled funds and group trusts is based on NAV of the underlying investments.

The fair value of the underlying investments held by the comingled funds, separate accounts and common collective trusts is generally based on quoted prices in active markets.

No material transfers in or out of Level 3 occurred during the years ended December 31, 2021 or 2020.

Our other postretirement benefit plans are unfunded.

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Amended and Restated Stock Incentive Plan.

We award restricted share units and grant qualified incentive and nonqualified stock options to our salaried officers, non-employee directors, and other key employees from our Amended and Restated Stock Incentive Plan (the "Stock Incentive Plan").

The Stock Incentive Plan has 12,900,000 shares authorized for issuance with approximately 4,255,857 shares remaining at December 31, 2021.

Our share-based compensation consists of service-based and performance-based share awards that typically vest over a period of three years from the date of grant, provided that the recipient is still our employee at the time of vesting.

Under our Amended and Restated Stock Incentive Plan (the "Stock Incentive Plan") we award service-based and performance-based share awards and nonqualified stock options to our salaried officers, non-employee directors, and other key employees.

Our service-based and performance-based share awards typically vest over a period of three years from the date of grant, provided that the recipient is still our employee at the time of vesting.

Our independent non-employee directors receive annual grants of service-based share awards that typically vest following 12 months of service.

The Stock Incentive Plan has 12,900,000 shares authorized for issuance with approximately 4,574,820 shares remaining at December 31, 2022.

Long-Term Incentive Plan .

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We provide two types of LTIP awards:

time-vested share units and performance units.

Time-vested share units are stock-settled awards which do not contain any performance-based vesting requirements.

Performance units can be settled in cash or stock and vest based on the achievement of pre-determined performance metrics at the discretion of the Board.

Our performance unit liability was approximately $ 9.1 million and $ 6.5

restricted stock units ("RSU") and performance stock units ("PSU").

RSUs are stock-settled awards which do not contain any performance-based vesting requirements.

PSUs can be settled in cash or stock and vest based on the achievement of pre-determined performance metrics at the discretion of the Board.

Our PSU liability was approximately $ 1.7 million and $ 9.1 million as of December 31, 2022 and 2021, respectively.

Both the PSUs and RSUs vest, in their entirety, after three years .

CENTURY ALUMINUM COMPANY

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(amounts in millions, except share and per share amounts)

million as of December 31, 2021 and 2020, respectively.

Both the performance units and time-vested share units vest, in their entirety, after three years .

Service-based share awards Number

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Weighted average per share fair value of service-based share grants $ 17.30 $ 9.97 $ 7.50

Total intrinsic value of option exercises — — 39

Fair Value Measurement of Share-Based Compensation Awards.

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For our performance-based awards, fair value is equal to the closing stock price at each reporting period end.

The following table summarizes the compensation cost recognized for the years ended December 31, 2021, 2020 and 2019 for all options, service-based and performance-based share awards.

The following table summarizes the compensation cost recognized for the years ended December 31, 2022, 2021 and 2020 for all service-based and performance-based share awards.

The compensation cost is included as part of selling, general and administrative expenses in our Consolidated Statements of Operations.

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2022 2021 2020

Share-based compensation expense reported:

Performance-based share expense $ 12.5 $ 6.3 $ 3.0

Share-based compensation (benefit) expense reported:

Performance-based share (benefit) expense $ ( 5.0 ) $ 12.5 $ 6.3

Service-based share expense 4.4 8.3 3.3

Total share-based compensation expense before income tax 20.8 9.6 6.5

Total share-based compensation (benefit) expense before income tax ( 0.6 ) 20.8 9.6

Income tax — — —

Total share-based compensation expense, net of income tax $ 20.8 $ 9.6 $ 6.5

Total share-based compensation (benefit) expense, net of income tax $ ( 0.6 ) $ 20.8 $ 9.6

No share-based compensation cost was capitalized during these periods and there were no significant modifications of any share-based awards in 2022, 2021 and 2020.

As of December 31, 2022, we had unrecognized compensation cost of $ 6.8 million before taxes.

This cost will be recognized over a weighted average period of two years .

This cost will be recognized over a weighted average period of 1.7 years.

Earnings (Loss) Per Share

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For the year ended December 31, 2020

Net Income Shares

Net Loss Shares

(in millions)

Net income $ ( 80.8 )

Net loss $ ( 123.3 )

Amount allocated to common stockholders 100 %

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State current expense (benefit) 0.2 — —

Foreign current expense 0.1 4.0 0.1

Foreign current expense (benefit) 4.0 0.1 4.0

Total current expense (benefit) 4.2 0.1 4.0

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State deferred benefit — — —

Foreign deferred tax benefit ( 30.5 ) ( 5.9 ) ( 6.0 )

Total deferred benefit ( 30.7 ) ( 7.1 ) ( 8.4 )

Total income tax benefit $ ( 30.6 ) $ ( 3.1 ) $ ( 8.4 )

Foreign deferred tax expense (benefit) 43.5 ( 30.5 ) ( 5.9 )

Total deferred expense (benefit) 43.2 ( 30.7 ) ( 7.1 )

Total income tax expense (benefit) $ 47.4 $ ( 30.6 ) $ ( 3.1 )

A reconciliation of the statutory U.S.

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Net operating loss expiration and remeasurement 43.1 ( 5.2 ) ( 10.8 )

Provision to return ( 19.1 ) ( 0.1 ) ( 0.4 )

Changes in uncertain tax reserves ( 5.3 ) 1.3 1.4

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Effective tax rate 142.0 % 15.5 % 2.4 %

On March 27, 2020, the Coronavirus Aid, Relief and Economic Security Act (the "CARES Act") was enacted in response to the coronavirus ("COVID-19") pandemic.

The CARES Act is aimed at providing assistance and health care for individuals, families, and businesses affected by COVID-19 and generally supporting the U.S.

The CARES Act, among other things, includes provisions related to refundable payroll tax credits, deferment of the employer portion of social security payments, net operating loss carryback periods, modifications to the net interest deduction limitations, and technical corrections to tax depreciation methods for qualified improvement property.

The CARES Act did not have a material impact on the Company’s consolidated financial condition or results of operations for the year ended December 31, 2020.

On December 27, 2020, the Consolidated Appropriations Act (“CAA”) was enacted in further response to the COVID-19 pandemic, in combination with omnibus spending for the 2021 federal fiscal year.

The CAA extended many of the provisions enacted by the CARES Act, the extension of which likewise did not have a material impact on the Company’s consolidated financial statements for the year ended December 31, 2020.

On March 11, 2021, the American Rescue Plan Act, (or "ARPA"), was signed into law.

The ARPA enacted certain provisions that are relevant to corporate income tax.

On November 15, 2021, the Infrastructure Investment and Jobs Act was signed into law.

These acts did not have a material impact on our income tax provision for 2021, 2020 or 2019.

Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes.

The effective tax rate for the year ending December 31, 2022 was higher than the statutory US tax rate of 21% primarily as a result of the calculated foreign inclusions having a greater impact in comparison to the consolidated pre-tax income generated.

The Company’s accounting policy with respect to releasing income tax effects from accumulated other comprehensive income is to apply a security by security approach whereby the tax effects are measured based on the change in the unrealized gains or losses reflected in other comprehensive loss.

The Inflation Reduction Act of 2022 ("IRA") was signed into law on August 16, 2022, and the CHIPS and Science Act of 2022 was signed into law on August 9, 2022.

These laws, effective January 1, 2023, implement new tax provisions, primarily a 15% corporate alternative minimum tax and a nondeductible 1% excise tax on the fair market value of stock repurchased by publicly traded corporations.

As of December 31, 2022, we do not anticipate any material impact of these provisions.

The IRA provides several tax incentives to promote clean energy and the production of critical minerals in the U.S., also effective January 1, 2023.

Century will continue to evaluate potential tax benefits available under the acts as additional guidance is issued in future periods.

CENTURY ALUMINUM COMPANY

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(amounts in millions, except share and per share amounts)

The significant components of our deferred tax assets and liabilities as of December 31 are as follows:

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Disallowed interest expense 27.7 17.8

Foreign basis differences — 16.2

Derivative and hedging contracts — 18.6

Fixed asset tax over book basis 17.0 —

Other 26.1 20.7

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Deferred tax liabilities:

Tax over financial statement depreciation ( 86.2 ) ( 95.0 )

Fixed asset book over tax basis ( 60.5 ) ( 86.2 )

Derivatives ( 19.0 ) —

Foreign basis differences ( 19.8 ) ( 19.6 )

Other ( 7.9 ) ( 6.8 )

Total deferred tax liabilities ( 107.2 ) ( 112.6 )

5 unchanged sentences

If the actual recovery amount of the deferred tax asset is less than anticipated, we would be required to write-off the remaining deferred tax asset and increase the tax provision.

The Company is subject to the provisions of ASC 740-10, Income Taxes, which requires that the effect on deferred tax assets and liabilities of a change in tax rates be recognized in the period the tax rate change was enacted.

We recognized a deferred tax asset and recorded a discrete tax benefit of $ 49.8 million related to the recognition of a certain foreign deferred tax asset.

The deferred tax asset represents the future tax benefit we expect to realize for deductible costs related to our historical investment in Nordural Helguvík ehf (“Helguvík”).

As this deferred tax asset is expected to be realized prior to expiration, we have not recorded a valuation allowance.

We did not change our judgment with respect to other valuation allowances previously recorded.

We have a valuation allowance of $ 485.8 million recorded for all of our U.S.

We have a valuation allowance of $ 487.9 million recorded against our net U.S.

deferred tax assets, and a portion of our Icelandic deferred tax assets as of December 31, 2022.

The increase in deferred tax assets, and the related valuation allowances, is primarily related to the impairment charge recognized to write down the Hawesville asset group to its estimated fair value following curtailment, which was offset by an increase in deferred tax liabilities primarily related to the Company's hedging derivatives.

The changes in the valuation allowance are as follows:

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Balance as of December 31, $ 2.2 $ 4.0 $ 6.5

As of December 31, 2021 and 2020, the Company’s gross unrecognized tax benefits totaled $ 4.0 million and $ 6.5 million, respectively.

After considering the deferred tax accounting impact, it is expected that about $ 1.4 million of the total as of December 31, 2021 and 2020 would favorably affect the effective tax rate if resolved in the Company’s favor.

As of December 31, 2022, the Company’s gross unrecognized tax benefits totaled $ 2.2 million.

After considering the deferred tax accounting impact, it is expected that about $ 1.4 million of the total as of December 31, 2022 would favorably affect the effective tax rate if resolved in the Company’s favor.

Included in the above balances are tax positions relating to temporary differences where there is uncertainty about the timing of tax return inclusion, but not that the amounts will ultimately be tax deductible.

Because of the impact of deferred tax accounting, other than interest and penalties, the timing would not impact the annual effective tax rate but could accelerate the payment of cash to the taxing authority to an earlier period.

The remaining amounts of unrecognized tax benefits would affect our effective tax rate if recognized.

We do not expect a significant change in the balance of unrecognized tax benefits within the next twelve months.

It is our policy to recognize potential accrued interest and penalties related to unrecognized tax benefits in income tax expense.

Century and its subsidiaries file income tax returns in the U.S.

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Legal Contingencies

In July 2006, we were named as a defendant, together with certain affiliates of Alcan Inc., in a lawsuit brought by Alcoa Inc.

seeking to determine responsibility for certain environmental indemnity obligations related to the sale of a cast aluminum plate manufacturing facility located in Vernon, California, which we purchased from Alcoa Inc.

in December 1998, and sold to Alcan Rolled Products-Ravenswood LLC in July 1999.

The complaint also seeks costs and attorney fees.

Trial was bifurcated and moved to September 2021 for Comprehensive Environmental Response, Compensation, and Liability Act ("CERCLA") issues and to a later undetermined date for questions of fact.

Prior to trial, the parties reached an agreement to settle the case, full and final, effective October 1, 2021 (the "Vernon Settlement").

Pursuant to the terms of the Vernon Settlement, Century agreed to pay $ 3.9 million in exchange for full release of all environmental liabilities at the site, a full release of all of our contractual indemnification obligations, and a dismissal of the case with prejudice.

The Stipulation and Order of Dismissal was entered on November 10, 2021, and the settlement was paid during the fourth quarter.

Ravenswood Retiree Medical Benefits changes

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PBGC Settlement

CENTURY ALUMINUM COMPANY

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(amounts in millions, except share and per share amounts)

In 2013, we entered into a settlement agreement with the Pension Benefit Guarantee Corporation ("the PBGC") regarding an alleged "cessation of operations" at our Ravenswood facility (the "PBGC Settlement Agreement").

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We historically elected to defer certain payments under the PBGC Settlement Agreement and provided the PBGC with the appropriate security.

On October 1, 2021, we amended the 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 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.

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 o n November 30, 2022 and ending on November 30 , 2025, subject to acceleration if certain terms and conditions are met in such amendment.

As of December 31, 2022, we made contributions of $ 2.4 million related to the Amended PBGC Settlement Agreement.

Power Commitments and Contingencies

Hawesville has a power supply arrangement with Kenergy and EDF Trading North America, LLC (“EDF") which provides market-based power to the Hawesville smelter.

Under this arrangement, the power companies purchase power on the open market and pass it through to Hawesville at Midcontinent Independent System Operator ("MISO") pricing plus transmission and other costs.

Under this arrangement, the power companies purchase power on the open market and pass it through to Hawesville at Midcontinent Independent System Operator ("MISO") pricing plus

CENTURY ALUMINUM COMPANY

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(amounts in millions, except share and per share amounts)

transmission and other costs.

The power supply arrangement with Kenergy has an effective term through December 2023.

The arrangement with EDF to act as our market participant with MISO has an effective term through May 2023.

Each of these agreements provides for automatic extension on a year-to-year basis unless a one year notice is given.

On April 26, 2022, EDF gave notice that it would no longer serve as the MISO Market Participant for Hawesville.

The notice terminated EDF's contract, effective May 31, 2023, to purchase power from MISO for resale to Kenergy, which then resells the power to Hawesville.

Century is in discussions with other companies, currently authorized as MISO Market Participants, to replace EDF and expects to have a replacement Market Participant in place prior to the expiration of the contract with EDF.

In connection with the temporary curtailment of production at Hawesville, energy use at the smelter has been significantly reduced.

However, such reduction in energy use does not reduce Hawesville's capacity payment obligation to MISO which extends through May 2023.

Sebree has a power supply arrangement with Kenergy and EDF which provides market-based power to the Sebree smelter.

2 unchanged sentences

The arrangement with EDF to act as our market participant with MISO has an effective term through May 2023.

Each of these agreements provides for automatic extension on a year-to-year basis unless a one year notice is given.

CASC has a power supply agreement with Santee Cooper that has an effective term beginning April 1, 2021 and runs through December 2023.

On April 26, 2022, EDF gave notice that it would no longer serve as the MISO Market Participant for Sebree.

The notice terminated EDF's contract, effective May 31, 2023, to purchase power from MISO for resale to Kenergy, which then resells the power to Sebree.

CASC has a power supply agreement with Santee Cooper that has an effective term from April 1, 2021 and runs through December 2023.

Under this power supply agreement, 100 % of Mt.

Holly’s electrical power requirements are supplied from Santee Cooper’s generation at cost of service based rates.

The contract provides sufficient energy to allow the Mt.

Holly smelter to implement a restart project to increase its production to 75 % of full production capacity.

The contract provides sufficient energy to allow Mt.

Holly to produce at 75 % of full production capacity.

Grundartangi has power purchase agreements for approximately 545 MW with HS Orka hf ("HS"), Landsvirkjun and Orkuveita Reykjavikur ("OR") to provide power to its Grundartangi smelter.

2 unchanged sentences

In July 2021, Grundartangi reached an agreement with Landsvirkjun for an extension of its existing 161 MW power contract that would have expired in December 2023.

Under the terms of the extension, Landsvirkjun will continue to supply power to Grundartangi from 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 with the Casthouse Project.

Under the terms of this extension, the majority of power supplied by Landsvirkjun will be priced at rates linked to the Nord Pool power market through December 2023 and a small portion of power at a fixed price.

Thereafter, beginning January 1, 2024 through December 31, 2026 this agreement provides for only fixed rates.

In September 2022, this agreement was amended to provide for 42 MW at a fixed price and 119 MW at rates linked to Nord Pool plus transmission through 2023 and beginning January 1, 2024 through December 31, 2026, this agreement allows for fixed rates plus a small variable rate portion of the full 182 MW.

Grundartangi also has a 25 MW power purchase agreement with Landsvirkjun at LME-based variable rates.

Other Commitments and Contingencies

Contingent Obligation

Our obligation to make repayments is contingent upon certain operating criteria for Hawesville and the LME price of primary aluminum.

When the conditions for repayment are met, and for so long as those conditions continue to be met, we will be obligated to make principal and interest payments, in up to 72 monthly payments.

Interest accrues at an annual rate equal to 10.94 % and the term of the agreement is through December 2028.

CENTURY ALUMINUM COMPANY

1 unchanged sentence

(amounts in millions, except share and per share amounts)

Other Commitments and Contingencies

Based on the LME forward market prices for primary aluminum at December 31, 2022, and current level of Hawesville's operations, including the temporary curtailment, 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.

We recognized a derivative asset which offsets our contingent obligation.

As a result, our net liability decreased and we recognized a gain of $ 1.4 million for each of the years ended December 31, 2022 and 2021.

These amounts are exactly offset by interest expense on the contingent obligation which is recorded in interest expense.

Future increases in the LME forward market and increased operations at Hawesville may result in a partial or full derecognition of the derivative asset and a corresponding recognition of a loss.

The following table provides information about the balance sheet location and gross amounts offset:

Offsetting of financial instruments and derivatives Balance sheet location December 31, 2022 December 31, 2021

Contingent obligation – principal Other liabilities $ ( 12.9 ) $ ( 12.9 )

Contingent obligation – accrued interest Other liabilities ( 16.6 ) ( 15.2 )

Contingent obligation – derivative asset Other liabilities 29.5 28.1

Labor Commitments

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This agreement is effective through December 31, 2024.

100 % of Vlissingen’s workforce is represented by the FME since Vlissingen is a member of the Federation for the Metal and Electrical Industry ("FME"), a Netherlands' employers' organization for companies in the metal, electronics, electrical engineering and plastic sectors.

100 % of Vlissingen’s workforce is represented by the Federation for the Metal and Electrical Industry ("FME"), a Netherlands' employers' organization for companies in the metal, electronics, electrical engineering and plastic sectors.

The FME negotiates working conditions with trade unions on behalf of its members, which, when agreed upon, are then applicable to all employees of Vlissingen.

The current labor agreement is effective through November 30, 2022.

The current labor agreement is effective through May 31, 2024.

Approximately 43 % of our U.S.

based work force is represented by the USW.

based work force is represented by USW through separately negotiated labor agreements for each facility.

The labor agreement for Hawesville employees is effective through April 1, 2026.

Century Sebree's labor agreement with the USW for its employees is effective through October 28, 2023.

Upon announcement of the temporary curtailment, Hawesville and the USW local union entered into effects bargaining.

An agreement was reached on July 19, 2022, covering the curtailment period.

Century Sebree's labor agreement with USW for its employees is effective through October 28, 2023.

Holly employees are not represented by a labor union.

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Century Aluminum is a producer of primary aluminum, which trades as a global commodity.

We are organized as a holding company with each of our operating primary aluminum smelters managed and operated as a separate facility reporting to our corporate headquarters.

We are organized as a holding company with each of our operating primary aluminum smelters managed and operated as a separate facility reporting

CENTURY ALUMINUM COMPANY

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(amounts in millions, except share and per share amounts)

to our corporate headquarters.

Each of our operating primary aluminum smelters meets the definition of an operating segment.

2 unchanged sentences

For example, all of our facilities' revenue is based on the LME price for primary aluminum.

CENTURY ALUMINUM COMPANY

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(amounts in millions, except share and per share amounts)

A reconciliation of our consolidated assets to the total of primary aluminum segment assets is provided below.

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Other 58.3 61.5 68.6

(1) Includes sales of primary aluminum, scrap aluminum and alumina.

(1) Includes sales of primary aluminum, scrap aluminum and alumina, and purchased aluminum and alumina.

(2) Includes long-lived assets other than financial instruments and deferred taxes.

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These contracts are expected to settle monthly through December 2024.

We also had an open position of 207,000 tonnes related to MWP forward financial sales contracts to fix the forward MWP price.

These contracts are expected to settle monthly through December 2022.

We have also entered 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 December 31, 2021, we had 8,245 tonnes related to fixed for floating swaps that will settle monthly through September 2022.

We have entered into financial contracts to hedge a portion of Grundartangi's exposure to the Nord Pool power market (“Nord Pool power price swaps”).

As of December 31, 2021, we had an open position of 1,664,400 MWh related to the Nord Pool power price swaps.

The Nord Pool power price swaps are expected to settle monthly through December 2023.

Because the Nord Pool power price swaps are settled in Euros, we have entered into financial contracts to hedge the risk of fluctuations

We had no open MWP forward financial sales contracts as of December 31, 2022.

We have also entered into financial contracts with various counterparties to offset fixed price sales arrangements with certain of our customers ("fixed for floating swaps") to remain

CENTURY ALUMINUM COMPANY

1 unchanged sentence

(amounts in millions, except share and per share amounts)

associated with the Euro ("FX swaps").

exposed to the LME and MWP aluminum prices.

As of December 31, 2022, we had 946 tonnes related to fixed for floating swaps that will settle monthly through September 2023.

We have entered into financial contracts to hedge a portion of Grundartangi's exposure to the Nord Pool power market (“Nord Pool power price swaps”).

The Nord Pool power price swaps are expected to settle monthly through December 2023.

The Nord Pool power price swaps are settled in Euros, therefore we have entered into financial contracts to hedge the risk of fluctuations associated with the Euro ("FX swaps").

As of December 31, 2022, we had an open position related to the FX swaps of € 32.7 million that will settle monthly through December 2023.

During the third quarter of 2022, we entered certain floating Nord Pool financial contracts to unwind a portion of our fixed contract position as a result of the recent power agreement amendment, making us predominantly hedged against Nord Pool power price fluctuations during 2023.

The pricing relationship between the fixed and floating contracts created a realized gain of $ 16.0 million, which we recognized for the year ended December 31, 2022.

As of December 31, 2022, we had an open net position of 989,880 MWh related to the Nord Pool power price swaps.

We have entered into financial contracts to fix a portion of our exposure to the Indiana Hub power market at our Kentucky plants ("Indiana Hub power price swaps").

1 unchanged sentence

The Indiana Hub power price swaps are expected to settle monthly through December 2023.

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 December 31, 2022, we had an open position related to the ISK casthouse swaps of 5.5 billion ISK that will settle monthly through July 2023.

As of December 31, 2022, we had an open position related to the Euro casthouse swaps of € 8.9 million that will settle monthly through February 2024.

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 December 31, 2022 and December 31, 2021, the Company had recorded restricted cash of $ 0.0 million and $ 8.6 million, respectively, as collateral related to open derivative contracts under the master arrangements with our counterparties.

The following table sets forth the Company's derivative assets and liabilities that were accounted for at fair value and not designated as cash flow hedges as of December 31, 2022 and 2021, respectively:

9 unchanged sentences

At December 31, 2022, $ 11.9 million of Due to affiliates and $ 8.3 million of Due to affiliates - less current portion was related to commodity contract liabilities with Glencore.

At December 31, 2020, $ 1.2 million of Due from affiliates, $ 1.7 million of Due from affiliates - less current portion, $ 11.3 million of Due to affiliates, and $ 0.1 million of Due to affiliates - less current portion was related to commodity contract assets and liabilities with Glencore.

(2) Foreign exchange contracts reflect our outstanding FX swaps.

At December 31, 2021, $ 17.1 million of Due to affiliates, and $ 21.9 million of Due to affiliates - less current portion was related to commodity contract liabilities with Glencore.

(2) Foreign exchange contracts reflect our outstanding FX swaps and casthouse currency hedges.

CENTURY ALUMINUM COMPANY

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(amounts in millions, except share and per share amounts)

The following table summarizes the net gain (loss) on forward and derivative contracts for the years ended December 31, 2022, 2021, and 2020:

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Subsequent events

On February 4, 2022, we entered into an Amendment to our Iceland revolving credit facility, increasing the facility amount to $ 80.0 million.

On February 16, 2022, we detected a cyber incursion affecting some of the servers supporting our global operations.

The Company took immediate action by shutting down all impacted information systems and activating the Company's internal response procedures and mobilizing both internal resources and third-party experts to address the situation as quickly as possible.

Currently, there has been no material impact to our production globally.

We have switched to manual operations and

CENTURY ALUMINUM COMPANY

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(amounts in millions, except share and per share amounts)

procedures where necessary and we continue to operate safely.

At this time we cannot determine the extent, if any, of lost revenue, incremental costs, injury to reputation or other material adverse impact that this event may have on our business, operations or financial results.

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.

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.

Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

1 unchanged sentence

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

What changed 10-K

Item 8. Financial Statements and Supplementary Data