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Item 9A. Controls and Procedures

2024-03-15 compared with 2023-02-27 · 45 added, 19 removed, 193 unchanged (25% of the section changed)

2 unchanged sentences

As of December 31, 2023, we carried out an evaluation, under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, of the effectiveness of our disclosure controls and procedures.

Based upon that evaluation, our management, including the Chief Executive Officer and Chief Financial Officer, concluded that our disclosure controls and procedures were effective.

Internal Control over Financial Reporting

Based upon that evaluation, our management, including the Chief Executive Officer and Chief Financial Officer, concluded that our disclosure controls and procedures were ineffective as of December 31, 2023, because of a material weakness in internal controls over financial reporting described in Management’s Annual Report on Internal Control Over Financial Reporting below.

Notwithstanding the material weakness, management believes the consolidated financial statements included in this Annual Report on Form 10-K present fairly, in all material respects, the Company’s financial condition, results of operations and cash flows as of and for the periods presented in accordance with U.S.

Management's Report on Internal Control over Financial Reporting

Management is responsible for establishing and maintaining an adequate system of internal control over financial reporting for the Company.

5 unchanged sentences

Management’s evaluation was based on the framework in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations (COSO) of the Treadway Commission.

As permitted by applicable SEC guidance, the scope of our assessment of internal control over financial reporting for fiscal year 2023 excluded internal controls over financial reporting of General Alumina Holdings Limited, the holder of a 55 % interest in Jamalco JV ("Jamalco"), which was acquired on May 2, 2023.

Jamalco constituted approximately 24.1% of the Company's total assets as of December 31, 2023 and approximately 6.9% of the Company's net sales for the year ended December 31, 2023.

Based on this evaluation, management concluded that our system of internal control over financial reporting was effective as of December 31, 2023.

The effectiveness of our internal control over financial reporting has been audited by Deloitte & Touche LLP, an independent registered public accounting firm.

Material Weakness in Internal Control

As of December 31, 2023, our management has identified a deficiency in the design of internal control over financial reporting related to the application of purchase accounting to our acquisition of Jamalco.

The design deficiency is a material weakness related to the review of the Company's allocation of excess fair value acquired between non-controlling interest and preliminary deferred bargain purchase gain.

The effectiveness of our internal control over financial reporting has been audited by Deloitte & Touche LLP, an independent registered public accounting firm, as stated in their report which appears in Part II, Item 8 of this Annual Report on Form 10-K.

Remediation Plan for Material Weakness

Our management is committed to maintaining a strong internal control environment.

In response to the identified material weakness above, management, with the oversight of the Audit Committee of the Board of Directors, took comprehensive actions to remediate the material weakness in internal control over financial reporting in the first quarter of 2024 in conjunction with the filing of this Annual Report on Form 10-K.

We have changed the design of our internal controls over financial reporting to include a review of the allocation of the excess fair value of the net assets acquired at an entity level.

The remediation efforts are intended both to address the identified material weakness and to enhance our overall financial control environment on any future acquisitions of a similar nature.

As management continues to finalize purchase accounting, no later than one year following the acquisition date or May 2, 2024, we may take additional measures to address this control deficiency or modify certain remediation measures described above.

Changes in Internal Control over Financial Reporting

During the three months ended December 31, 2022, there were no changes in our internal control over financial reporting that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

On May 2, 2023, our wholly-owned subsidiary, Century Aluminum Jamaica Holdings, Inc., completed the acquisition of all the outstanding share capital of General Alumina Holdings Limited, the holder of a 55% interest in Jamalco JV ("Jamalco"), an unincorporated joint venture engaged in bauxite mining and alumina production in Jamaica.

As a result of this acquisition, we are reviewing the internal controls of the acquired entities and making appropriate changes as deemed necessary.

Except for the internal controls implemented in connection with our purchase accounting related to our acquisition of the acquired entities and the associated material weakness referred to above, during the three months ended December 31, 2023, there were no changes in our internal control over financial reporting that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Other Information

11 unchanged sentences

The gross revenue of the non-U.S.

Stockholder Affiliates related to the contracts did not exceed the value of USD $1.365 billion for the year ended December 31, 2022.

Stockholder Affiliates related to the contracts did not exceed the value of USD $293 million for the year ended December 31, 2023.

Stockholder Affiliates do not allocate net profit on a country-by-country or activity-by-activity basis, but estimate that the net profit attributable to the contracts would not exceed a small fraction of the gross revenue from such contracts.

6 unchanged sentences

As of the date of this report, the Company is not aware of any other activity, transaction or dealing by it or any of its affiliates during the year ended December 31, 2023 that requires disclosure in this report under Section 13(r) of the Exchange Act.

Rule 10b5-1 Trading Plans

During the fourth quarter of 2023, none of the Company’s directors or executive officers adopted or terminated any contract, instruction or written plan for the purchase or sale of Company securities that was intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) or any “non-Rule 10b5-1 trading arrangement” as defined in Item 408 of Regulation S-K.

Disclosure Regarding Foreign Jurisdictions That Prevent Inspections

Not applicable.

Directors, Executive Officers and Corporate Governance

This Item is incorporated by reference to our definitive proxy statement on Schedule 14A, which will be filed by May 1, 2023, or if our proxy statement is not filed by that date, will be included in an amendment to this Report on Form 10-K, which will be filed by May 1, 2023.

This Item is incorporated by reference to our definitive proxy statement on Schedule 14A, which will be filed by April 29, 2024, or if our proxy statement is not filed by that date, will be included in an amendment to this Report on Form 10-K, which will be filed by April 29, 2024.

Executive Compensation

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

Certain Relationships and Related Transactions and Director Independence

Principal Accountant Fees and Services

Exhibits and Financial Statement Schedules

33 unchanged sentences

10-K 001-34474 February 27, 2020

10.1 Share Sale and Purchase Agreement, dated as of May 2, 2023, by and among Century Aluminum Jamaica Holdings, Inc., Noble New Asset Intermediate Co Limited, Noble Group Holdings Limited and Noble Resources International Pte, Ltd

8-K 001-34474 May 5, 2023

10.2 Second Lien Pledge and Security Agreement, dated as of April 14, 2021, by and among Century Aluminum Company, the other Grantors (as defined therein) and Wilmington Trust, National Association, as collateral agent of the 7.5% Senior Secured Notes due 2028

35 unchanged sentences

10-Q 001-34474 November 7, 2022

10.18 Amendment to Revolving Credit Facility, dated December 7, 2023, between Nordural Grundartangi ehf, as borrower and Landsbankinn hf

10-K 001-34474 X

10.19 Term Facility Agreement, dated as of November 2, 2021, by and between Nordural Grundartangi ehf and Arion Bank hf.

56 unchanged sentences

32.2 Section 1350 Certification (pursuant to Sarbanes-Oxley Section 906) by Principal Financial Officer

97.1 Incentive Compensation Recoupment Policy

101.INS XBRL Instance Document (the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document)

10 unchanged sentences

President and Chief Executive Officer (Principal Executive Officer)

February 27, 2023

March 15, 2024

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the date indicated.

Signature Title Date

GARY President and Chief Executive Officer and Director (Principal Executive Officer) February 27, 2023

* Chairman February 27, 2023

GARY President and Chief Executive Officer and Director (Principal Executive Officer) March 15, 2024

* Chairman March 15, 2024

Andrew Michelmore

* Director February 27, 2023

* Director March 15, 2024

Jarl Berntzen

* Director February 27, 2023

* Director March 15, 2024

Errol Glasser

* Director February 27, 2023

* Director March 15, 2024

Wilhelm van Jaarsveld

* Director February 27, 2023

* Director March 15, 2024

Jennifer Bush

* Director March 15, 2024

Tamla Olivier

/s/ GERALD C.

BIALEK Executive Vice President and Chief Financial Officer

(Principal Financial Officer) February 27, 2023

(Principal Financial Officer) March 15, 2024

/s/ ROBERT HOFFMAN Vice President and Chief Accounting Officer

(Principal Accounting Officer) February 27, 2023

(Principal Accounting Officer) March 15, 2024

Robert Hoffman

2 unchanged sentences

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 9A. Controls and Procedures