CENTURY ALUMINUM CO 10-K

Item 8. Financial Statements and Supplementary Data INDEX TO FINANCIAL STATEMENTS Page Reports of Independent Registered Public Accounting Firm (PCAOB ID No. 34 ) 47 Consolidated Statements of Operations for the Years Ended December 31, 2023, 2022 and 2021 51 Consolidated Statements of Comprehensive Loss for the Years Ended December 31, 2023, 2022 and 2021 52 Consolidated Balance Sheets at December 31, 2023 and 2022 53 Consolidated Statements of Cash Flows for the Years Ended December 31, 2023, 2022 and 2021 54 Consolidated Statements of Shareholders’ Equity for the Years Ended December 31, 2023, 2022 and 2021 56 Notes to the Consolidated Financial Statements 57 46 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the shareholders and the Board of Directors of Century Aluminum Company 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, 2023 and 2022, 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, 2023, 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, 2023 and 2022, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2023, in conformity with accounting principles generally accepted in the United States of America. We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company's internal control over financial reporting as of December 31, 2023, based on criteria established in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated March 15, 2024, expressed an adverse opinion on the Company's internal control over financial reporting because of a material weakness. Basis for Opinion These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company's financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. 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 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 matters below, providing a separate opinion on the critical audit matters 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 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, 2023 was $1,004.2 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 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: 47 ◦ 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. Acquisition of Jamalco— Refer to Note 2 to the financial statements Critical Audit Matter Description As discussed in Note 2 to the consolidated financial statements, the Company 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. The remaining 45% interest in Jamalco is owned by Clarendon Alumina Production Limited ("CAP"), which in turn is owned by the Government of Jamaica. The acquisition is expected to result in a bargain purchase gain in part due to the seller experiencing financial distress following curtailment of Jamalco's operations in the second half of 2021 due to a facility fire, with operations restarting in the second half of 2022. We identified the accounting for the acquisition as a critical audit matter because determining the fair value of identified assets acquired, liabilities assumed and noncontrolling interest requires judgment and involves the use of significant estimates and assumptions. This required a high degree of auditor judgment and an increased extent of effort, including the need to involve our fair value specialists, when performing audit procedures to evaluate whether management appropriately accounted for the business combination. How the Critical Audit Matter Was Addressed in the Audit Our procedures related to auditing the fair value of identified assets acquired, liabilities assumed and noncontrolling interest included the following, among others: • Testing the effectiveness of controls over the purchase price accounting, including management’s review of the valuation performed by their specialists. • Testing the account balances as of opening balance sheet date and the purchase price accounting adjustments. • Evaluating the reasonableness of the valuation methodology used by the Company to value the business enterprise value, personal property, real property, mineral reserves and asset retirement obligations with the assistance of our fair value specialists. • Evaluating the accounting treatment for the deferred bargain purchase gain and non-controlling interest associated with the acquisition. • Evaluating the Company's disclosures related to the acquisition to assess their conformity with the applicable accounting standards. /s/ Deloitte & Touche LLP Chicago, Illinois March 15, 2024 We have served as the Company's auditor since 1992. 48 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the shareholders and the Board of Directors of Century Aluminum Company Opinion on Internal Control over Financial Reporting We have audited the internal control over financial reporting of Century Aluminum Company and subsidiaries (the “Company”) as of December 31, 2023, based on criteria established in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). In our opinion, based on the material weakness identified below on the achievement of the objectives of the control criteria, the Company has not maintained effective internal control over financial reporting as of December 31, 2023, based on criteria established in Internal Control — Integrated Framework (2013) issued by COSO. We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated financial statements as of and for the year ended December 31, 2023, of the Company and our report dated March 15, 2024, expressed an unqualified opinion on those financial statements. As described in the management report on Internal Control over Financial Reporting, management excluded from its assessment the internal control over financial reporting at Jamalco JV, which was acquired on May 2, 2023, and whose financial statements constitute 24.1% of total assets, and 6.9% of net sales of the consolidated financial statement amounts as of and for the year ended December 31, 2023. Accordingly, our audit did not include the internal control over financial reporting at Jamalco JV. Basis for Opinion The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying management report on Internal Control over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion. Definition and Limitations of Internal Control over Financial Reporting A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. Material Weakness A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the company’s annual or interim financial statements will not be prevented or detected on a timely basis. The following material weakness has been identified and included in management's assessment: Management identified a deficiency in the design of internal control over financial reporting related to the application of purchase accounting to the 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. 49 This material weakness was considered in determining the nature, timing, and extent of audit tests applied in our audit of the consolidated financial statements as of and for the year ended December 31, 2023, of the Company, and this report does not affect our report on such financial statements. /s/ Deloitte & Touche LLP Chicago, Illinois March 15, 2024 50 CENTURY ALUMINUM COMPANY CONSOLIDATED STATEMENTS OF OPERATIONS (in millions, except per share amounts) Year Ended December 31, 2023 2022 2021 NET SALES: Related parties $ 1,612.1 $ 1,671.1 $ 1,337.0 Other customers 573.3 1,106.2 875.5 Total net sales 2,185.4 2,777.3 2,212.5 Cost of goods sold 2,093.5 2,730.6 2,088.3 Gross profit 91.9 46.7 124.2 Selling, general and administrative expenses 44.3 37.5 57.6 Asset impairment — 159.4 — Other operating expense - net 15.8 — 0.6 Operating income (loss) 31.8 ( 150.2 ) 66.0 Interest expense - affiliates ( 1.8 ) — ( 1.6 ) Interest expense ( 33.7 ) ( 29.3 ) ( 28.8 ) Interest income 2.0 0.5 0.8 Net (loss) gain on forward and derivative contracts ( 61.8 ) 197.1 ( 212.4 ) Loss on early extinguishment of debt — — ( 24.7 ) Other (loss) income - net ( 3.3 ) 15.3 3.1 (Loss) income before income taxes ( 66.8 ) 33.4 ( 197.6 ) Income tax benefit (expense) 14.6 ( 47.4 ) 30.6 Loss before equity in earnings of joint ventures ( 52.2 ) ( 14.0 ) ( 167.0 ) Equity in losses of joint ventures ( 0.1 ) ( 0.1 ) ( 0.1 ) Net loss ( 52.3 ) ( 14.1 ) ( 167.1 ) Net loss attributable to noncontrolling interests ( 9.2 ) — — Net loss attributable to Century stockholders $ ( 43.1 ) $ ( 14.1 ) $ ( 167.1 ) LOSS ATTRIBUTABLE TO CENTURY STOCKHOLDERS PER COMMON SHARE: Basic and diluted $ ( 0.47 ) $ ( 0.15 ) $ ( 1.85 ) WEIGHTED AVERAGE COMMON SHARES OUTSTANDING: Basic and diluted 92.4 91.4 90.2 See notes to consolidated financial statements. 51 CENTURY ALUMINUM COMPANY CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS (in millions) Year Ended December 31, 2023 2022 2021 Comprehensive loss: Net loss $ ( 52.3 ) $ ( 14.1 ) $ ( 167.1 ) Other comprehensive (loss) income before income tax effect: Net loss on foreign currency cash flow hedges reclassified as income ( 0.1 ) ( 0.2 ) ( 0.1 ) Defined benefit plans and other postretirement benefits: Net (gain) loss arising during the period ( 10.1 ) ( 5.9 ) 31.6 OPEB curtailment gain, net — ( 8.9 ) — Amortization of prior service benefit (cost) during the period 0.1 ( 1.2 ) ( 3.1 ) Amortization of net loss during the period 6.2 4.8 8.4 Other comprehensive (loss) income before income tax effect ( 3.9 ) ( 11.4 ) 36.8 Income tax effect — ( 0.3 ) ( 0.3 ) Other comprehensive (loss) income ( 3.9 ) ( 11.7 ) 36.5 Comprehensive loss ( 56.2 ) ( 25.8 ) ( 130.6 ) Comprehensive loss attributable to noncontrolling interests ( 9.2 ) — — Comprehensive loss attributable to Century stockholders $ ( 47.0 ) $ ( 25.8 ) $ ( 130.6 ) See notes to consolidated financial statements. 52 CENTURY ALUMINUM COMPANY CONSOLIDATED BALANCE SHEETS (in millions) December 31, 2023 2022 ASSETS Cash and cash equivalents $ 88.8 $ 54.3 Restricted cash 1.5 1.2 Accounts receivable - net 53.7 66.9 Non-trade receivables 36.2 — Due from affiliates 20.2 4.8 Manufacturing credit receivable 59.3 — Inventories 477.0 398.8 Derivative assets 2.9 127.3 Prepaid and other current assets 27.5 24.5 Total current assets 767.1 677.8 Property, plant and equipment - net 1,004.2 744.4 Other assets 75.2 49.8 TOTAL $ 1,846.5 $ 1,472.0 LIABILITIES AND SHAREHOLDERS’ EQUITY LIABILITIES: Accounts payable, trade $ 249.5 $ 167.3 Accrued compensation and benefits 38.1 33.0 Due to affiliates 101.4 17.0 Accrued and other current liabilities 50.9 37.6 Derivative liabilities 1.4 9.7 Deferred credit - preliminary bargain purchase gain 273.4 — Current debt due to affiliates 10.0 — Current maturities of long-term debt 38.3 146.1 Total current liabilities 763.0 410.7 Long-term debt 430.9 381.6 Accrued benefits costs - less current portion 120.3 118.0 Other liabilities 66.3 31.4 Due to affiliates - less current portion — 8.3 Deferred taxes 72.4 103.1 Asset retirement obligations - less current portion 49.5 19.6 Total noncurrent liabilities 739.4 662.0 COMMITMENTS AND CONTINGENCIES (NOTE 17) SHAREHOLDERS’ EQUITY: Preferred stock ( Note 9 ) 0.0 0.0 Common stock (Note 9 ) 1.0 1.0 Additional paid-in capital 2,542.9 2,539.6 Treasury stock, at cost ( 86.3 ) ( 86.3 ) Accumulated other comprehensive loss ( 97.9 ) ( 94.0 ) Accumulated deficit ( 2,004.1 ) ( 1,961.0 ) Total Century shareholders’ equity 355.6 399.3 Noncontrolling interest ( 11.5 ) — Total equity 344.1 399.3 TOTAL $ 1,846.5 $ 1,472.0 See notes to consolidated financial statements. 53 CENTURY ALUMINUM COMPANY CONSOLIDATED STATEMENTS OF CASH FLOWS (in millions) Year Ended December 31, 2023 2022 2021 CASH FLOWS FROM OPERATING ACTIVITIES: Net loss $ ( 52.3 ) $ ( 14.1 ) $ ( 167.1 ) Adjustments to reconcile net loss to net cash provided by (used in) operating activities: Lower of cost or NRV inventory adjustment — 39.6 — Unrealized loss (gain) on derivative instruments 87.1 ( 201.5 ) 102.9 Depreciation, depletion and amortization 74.7 73.4 82.6 Change in deferred tax (benefit) provision ( 30.8 ) 44.2 ( 30.6 ) Asset impairment — 159.4 — Other postretirement benefits gain, net — ( 8.9 ) — Loss on early extinguishment of debt — — 24.7 Other non-cash items - net 3.4 ( 22.8 ) ( 1.7 ) Change in operating assets and liabilities, net of acquisition: Accounts receivable - net 36.9 13.7 ( 16.2 ) Non-trade receivables 4.1 — — Manufacturing credit receivable ( 59.3 ) — — Due from affiliates ( 15.5 ) 3.6 0.7 Inventories 25.8 ( 12.8 ) ( 134.5 ) Prepaid and other current assets 2.9 5.6 ( 13.4 ) Accounts payable, trade ( 19.4 ) ( 15.8 ) 44.8 Due to affiliates 51.7 ( 43.5 ) 38.3 Accrued and other current liabilities — 8.8 5.0 Ravenswood retiree legal settlement ( 2.0 ) ( 2.0 ) ( 2.0 ) PBGC settlement ( 4.5 ) ( 2.4 ) — Other - net 2.8 1.4 1.8 Net cash provided by (used in) operating activities 105.6 25.9 ( 64.7 ) CASH FLOWS FROM INVESTING ACTIVITIES: Purchase of property, plant and equipment ( 95.0 ) ( 86.3 ) ( 83.0 ) Proceeds from sale of property, plant and equipment 25.7 0.8 0.4 Acquisition of subsidiary net of cash acquired 11.5 — — Net cash used in investing activities ( 57.8 ) ( 85.5 ) ( 82.6 ) CASH FLOWS FROM FINANCING ACTIVITIES: Repayment of Senior Notes due 2025 — — ( 250.0 ) Early redemption and tender premiums paid — — ( 18.1 ) Proceeds from issuance of Senior Notes due 2028 — — 250.0 Proceeds from issuance of Convertible Senior Notes — — 86.3 Repayments under Hawesville Term Loan — — ( 20.0 ) Borrowings under Vlissingen facility agreement 10.0 — — Borrowings under revolving credit facilities 656.9 1,126.2 978.8 Repayments under revolving credit facilities ( 758.2 ) ( 1,114.8 ) ( 910.2 ) Debt issuance cost — ( 1.5 ) ( 7.4 ) Purchase of capped calls related to Convertible Senior Notes — — ( 5.7 ) 54 CENTURY ALUMINUM COMPANY CONSOLIDATED STATEMENTS OF CASH FLOWS (in millions) Year Ended December 31, 2023 2022 2021 Borrowings under Grundartangi casthouse debt facility 55.0 50.0 — Borrowings under Iceland term facility — 14.5 — Repayments under Iceland term facility ( 13.5 ) — — Carbon credit proceeds 36.8 — — Net cash (used in) provided by financing activities ( 13.0 ) 74.4 103.7 CHANGE IN CASH, CASH EQUIVALENTS, AND RESTRICTED CASH 34.8 14.8 ( 43.6 ) Cash, cash equivalents and restricted cash, beginning of year 55.5 40.7 84.3 Cash, cash equivalents and restricted cash, end of year $ 90.3 $ 55.5 $ 40.7 Supplemental Cash Flow Information: Cash paid for: Interest $ 35.2 $ 27.0 $ 36.8 Taxes, net of refunds 5.9 0.9 3.1 Non-cash investing activities: Capital expenditures 10.7 3.7 7.1 Capitalized interest 6.0 4.2 1.6 See notes to consolidated financial statements . 55 CENTURY ALUMINUM COMPANY CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY (in millions) Preferred stock Common stock Additional paid-in capital Treasury stock, at cost Accumulated other comprehensive loss Accumulated deficit Total Century equity Noncontrolling interest Total equity Shares Amount Shares Amount Balance, December 31, 2020 63,589 — 90,055,797 $ 1.0 $ 2,530.0 $ ( 86.3 ) $ ( 118.8 ) $ ( 1,779.8 ) $ 546.1 $ — $ 546.1 Net loss — — — — — — — ( 167.1 ) ( 167.1 ) — ( 167.1 ) Other comprehensive income (loss) — — — — — — 36.5 — 36.5 — 36.5 Share-based compensation — — 671,218 — 10.1 — — — 10.1 — 10.1 Conversion of preferred stock to common stock ( 5,047 ) — 504,596 — — — — — — — — Capped call premiums — — — — ( 4.6 ) — — — ( 4.6 ) — ( 4.6 ) Balance, December 31, 2021 58,542 — 91,231,611 $ 1.0 $ 2,535.5 $ ( 86.3 ) $ ( 82.3 ) $ ( 1,946.9 ) $ 421.0 $ — $ 421.0 Net loss — — — — — — — ( 14.1 ) ( 14.1 ) — ( 14.1 ) Other comprehensive income (loss) — — — — — — ( 11.7 ) — ( 11.7 ) — ( 11.7 ) Share-based compensation — — 623,582 — 4.1 — — — 4.1 — 4.1 Conversion of preferred stock to common stock ( 4,688 ) — 468,785 — — — — — — — — Balance, December 31, 2022 53,854 — 92,323,978 $ 1.0 $ 2,539.6 $ ( 86.3 ) $ ( 94.0 ) $ ( 1,961.0 ) $ 399.3 $ — $ 399.3 Net loss — — — — — — — ( 43.1 ) ( 43.1 ) ( 9.2 ) ( 52.3 ) Other comprehensive income (loss) — — — — — — ( 3.9 ) — ( 3.9 ) — ( 3.9 ) Share-based compensation — — 208,867 — 3.3 — — — 3.3 — 3.3 Conversion of preferred stock to common stock ( 1,570 ) — 157,019 — — — — — — — — Noncontrolling interest of business acquired — — — — — — — — — ( 2.3 ) ( 2.3 ) Balance, December 31, 2023 52,284 $ — 92,689,864 $ 1.0 $ 2,542.9 $ ( 86.3 ) $ ( 97.9 ) $ ( 2,004.1 ) $ 355.6 $ ( 11.5 ) $ 344.1 See notes to consolidated financial statements. 56 CENTURY ALUMINUM COMPANY NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (amounts in millions, except share and per share amounts ) 1. Summary of Significant Accounting Policies Organization — Century Aluminum Company ("Century Aluminum," "Century," the "Company", "we", "us", "our" or "ours") is a holding company, whose principal subsidiaries are Century Kentucky, Inc. (together with its subsidiaries, "CAKY"), Nordural ehf ("Nordural"), Century Aluminum Sebree LLC ("Century Sebree") and Century Aluminum of South Carolina ("CASC"). CAKY operates a primary aluminum reduction facility in Hawesville, Kentucky ("Hawesville"). Nordural Grundartangi ehf, a subsidiary of Nordural, operates a primary aluminum reduction facility in Grundartangi, Iceland ("Grundartangi"). Century Sebree operates a primary aluminum reduction facility in Robards, Kentucky ("Sebree"). CASC operates a primary aluminum reduction facility in Goose Creek, South Carolina ("Mt. Holly"). In addition to our primary aluminum assets, we have a 55 % joint venture interest in the Jamalco bauxite mining operation and alumina refinery in Jamaica ("Jamalco"). The Jamalco refinery supplies a substantial amount of the alumina used for production of primary aluminum at our aluminum smelter in Grundartangi, Iceland. Additionally, our subsidiary, Century Aluminum Vlissingen B.V., owns and operates a carbon anode production facility located in Vlissingen, the Netherlands ("Vlissingen"). Carbon anodes are used in the production of primary aluminum and Vlissingen currently supplies carbon anodes to Grundartangi. As of December 31, 2023, Glencore owns 42.9 % of Century’s outstanding common stock ( 46.0 % on a fully-diluted basis assuming the conversion of all of the Series A Convertible Preferred Stock) and all of our outstanding Series A Convertible Preferred Stock. See Note 9. Shareholders' Equity for a full description of our outstanding Series A Convertible Preferred Stock. Century and Glencore enter into various transactions from time to time such as the purchase and sale of primary aluminum, purchase and sale of alumina and raw materials, tolling agreements as well as forward financial contracts and borrowing and other debt transactions. See Note 4. Related Party Transactions . Basis of Presentation — The consolidated financial statements include the accounts of Century Aluminum Company and our subsidiaries, after elimination of all intercompany transactions and accounts. The consolidated financial statements are prepared in accordance with generally accepted accounting principles in the United States ("U.S. GAAP"). The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Certain prior period amounts included in current liabilities and non-current liabilities within the Consolidated Balance Sheets have been reclassified to conform with the current period presentation. These reclassifications had no impact on the Company's net loss, earnings per share, balance sheet or cash flows. Our consolidated financial statements include the consolidated results of the Jamalco joint venture, an unincorporated joint venture between the Company and Clarendon Alumina Production Limited. Clarendon Alumina Production's interest in the joint venture is reflected as noncontrolling interest on the accompanying Consolidated Balance Sheet. Revenue recognition — See Note 5. Revenue . Cash and Cash Equivalents — Cash and cash equivalents are comprised of cash, money market funds and short-term investments having original maturities of three months or less. 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 $ 0.5 million at both December 31, 2023 and 2022. 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. Due to the nature of our business, our inventory values are subject to market price changes and these changes can have a significant impact on cost of goods sold and gross profit in any period. Reductions in net realizable value below cost basis at the end of a period will have an impact on our cost of goods sold as this inventory is sold in subsequent periods. 57 CENTURY ALUMINUM COMPANY NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (amounts in millions, except share and per share amounts) Property, Plant and Equipment — Property, plant and equipment is stated at cost. 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 (loss) income - net. Maintenance and repairs are expensed as incurred. Depreciation of plant and equipment is provided for by the straight-line method over the following estimated useful lives: Building and improvements 10 to 45 years Machinery and equipment 5 to 35 years Technology and software 3 to 7 years The Company incurs deferred costs during the development stage of a mine life cycle. Such costs include the construction of access and haul roads, detailed drilling and geological analysis to further define the grade and quality of the known bauxite, and overburden removal costs. These costs relate to sections of the related mines where the Company is currently extracting bauxite or preparing for production in the near term. These sections are outlined and planned incrementally and generally are mined over periods outlined in the Company's mine plans. The amount of geological drilling and testing necessary to determine the economic viability of the bauxite deposit being mined is such that the reserves are considered to be proven. Mineral reserves are amortized on a units-of-production basis. 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. A contract contains a lease if there is an identified asset which we have the right to control. We have made a policy election not to separate lease and non-lease components within contracts. We have also elected not to recognize the impact of short term leases in the right of use asset ("ROUA") and right of use liability ("ROUL") balances. Short term leases are leases that have a lease term less than one year and do not include a purchase option. Income Taxes — We account for income taxes using the asset and liability method, whereby deferred income taxes reflect the net tax effect of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. In evaluating our ability to realize deferred tax assets, we use judgment to determine if it is more likely than not that some portion or all of a deferred tax asset will not be realized, and if a corresponding valuation allowance is required. Defined Benefit Pension and Other Postretirement Benefits — We sponsor defined benefit pension and OPEB plans for certain of our domestic hourly and salaried employees and a supplemental executive retirement benefit plan for certain current and former executive officers. Plan assets and obligations are measured annually or more frequently if there is a re-measurement event, based on the Company’s measurement date utilizing various actuarial assumptions. We attribute the service costs for the plans over the working lives of plan participants. The effects of actual results differing from our assumptions and the effects of changing assumptions are considered actuarial gains or losses. Actuarial gains or losses are recorded in Accumulated Other Comprehensive Income (Loss). We contribute to our defined benefit pension plans based upon actuarial and economic assumptions designed to achieve adequate funding of the projected benefit obligations and to meet the minimum funding requirements. 58 CENTURY ALUMINUM COMPANY NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (amounts in millions, except share and per share amounts) Postemployment Benefits — We provide certain postemployment benefits to certain former and inactive employees and their dependents during the period following employment, but before retirement. These benefits include salary continuance, supplemental unemployment and disability health care. We recognize the estimated future cost of providing postemployment benefits on an accrual basis over the active service life of the employee. Derivatives and Hedging — As a global producer of primary aluminum, our operating results and cash flows from operations are subject to risk of fluctuations in the market prices of primary aluminum. We may from time to time enter into financial contracts to manage our exposure to such risk. 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. 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. We value our derivative and hedging instruments using quoted market prices and other significant unobservable inputs. 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. 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. dollar as compared to the Euro and the Icelandic krona ("ISK"), and the Chinese renminbi. Grundartangi, Vlissingen and Jamalco use the U.S. dollar as their functional currency, as contracts for sales of aluminum and alumina and purchases of alumina and power are denominated in U.S. dollars. 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 (loss) 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. Earnings per share — Basic earnings (loss) per share ("EPS") amounts are calculated by dividing earnings (loss) available to common stockholders by the weighted average number of common shares outstanding using the two-class method. Under the two-class method, net income is allocated between shares of common stock and other participating securities based on their participating rights. Net loss is not allocated to other participating securities if they are not obligated to share in the losses based on their contractual terms. Diluted earnings per share is calculated by dividing net income attributable to common shareholders by the weighted average number of common and dilutive common equivalent shares outstanding during the period. Common equivalent shares are not included in the denominator of the diluted loss per share calculation when inclusion of such shares would be anti-dilutive. The dilutive effect to earnings per share is determined using the "if converted" method whereby, if the conversion of the convertible notes would be dilutive, interest expense on the outstanding notes is added back to the diluted earnings numerator and all of the potentially dilutive shares are included in the diluted common shares outstanding denominator for the computation of diluted earnings per share. Our Series A Convertible Preferred Stock is a non-cumulative perpetual participating convertible preferred stock with no set dividend preferences. In periods where we report net losses, we do not allocate these losses to the Convertible Preferred Stock for the computation of basic or diluted EPS. 59 CENTURY ALUMINUM COMPANY NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (amounts in millions, except share and per share amounts) Asset Retirement Obligations — We are subject to environmental regulations which create certain legal obligations related to the normal operations of our bauxite mine and alumina refinery and our domestic primary aluminum smelter operations. Our asset retirement obligations ("AROs") consist primarily of costs associated with mine reclamation obligations, closure of bauxite residue areas, landfill closure, and the disposal of spent potliner used in the reduction cells of our domestic smelters. AROs are recorded on a discounted basis at the time the obligation is incurred (when the potliner is put in service or upon disturbance of lands to be mined) and accreted over time for the change in the present value of the liability. We capitalize the asset retirement costs by increasing the carrying amount of the related long-lived assets and depreciating these assets over their remaining useful lives. Certain conditional asset retirement obligations ("CAROs") related to the remediation of our primary aluminum facilities for hazardous material, such as landfill materials and asbestos, have not been recorded because they have an indeterminate settlement date. 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. 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. We recognize the cost over the period during which an employee is required to provide service in exchange for the award. We issue shares to satisfy the requirements of our share-based compensation plans. At this time, we do not plan to issue treasury shares to support our share-based compensation plans, but we may in the future. We award performance units to certain officers and employees. The performance units may be settled in cash or common stock at the discretion of the Board. We have not issued any stock options since 2009. 2. Acquisition of Jamalco 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. The remaining 45 % interest in Jamalco is owned by Clarendon Alumina Production Limited ("CAP"), which in turn is owned by the Government of Jamaica. The purchase price for the acquisition was $ 1.00 . The acquisition is expected to result in a bargain purchase gain in part due to the seller experiencing financial distress following curtailment of Jamalco's operations in the second half of 2021 due to a facility fire, with operations restarting in the second half of 2022. The acquisition was accounted for as a business combination under the acquisition method of accounting. Determining the fair value of identified assets acquired, liabilities assumed and noncontrolling interest requires judgment and involves the use of significant estimates and assumptions. The Company based its fair value estimates on assumptions it believes to be reasonable but are inherently uncertain. These estimates and valuation of the property, plant and equipment, other assets, accrued and other current liabilities and long term liabilities as well as the related deferred bargain purchase gain and noncontrolling interest are preliminary as of December 31, 2023 and are subject to change as we finalize the valuation or if additional information about the facts and circumstances that existed at the acquisition date become available. We expect to finalize the purchase price allocation as soon as practicable within the measurement period, but not later than one year following the acquisition date. 60 CENTURY ALUMINUM COMPANY NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (amounts in millions, except share and per share amounts) The following table summarizes the estimated fair value of identified assets acquired, liabilities assumed and noncontrolling interest at the date of acquisition: Preliminary purchase price allocation Amount Identifiable assets acquired and liabilities assumed Cash and cash equivalents $ 19.4 Restricted cash 8.3 Accounts receivable - net 7.7 Non-trade receivables 40.4 Inventories 103.9 Prepaid and other current assets 4.2 Property, plant and equipment 246.2 Other assets 26.0 Accounts payable, trade ( 94.8 ) Accrued and other current liabilities ( 30.8 ) Other liabilities ( 35.5 ) Asset retirement obligations ( 23.9 ) Total identifiable assets acquired and liabilities assumed 271.1 Less: noncontrolling interest ( 2.3 ) Deferred credit - preliminary bargain purchase gain 273.4 For the twelve months ended December 31, 2023, Jamalco contributed $ 150.3 million to our total revenues and a loss of $ 41.1 million to our total earnings. In connection with the acquisition, the Company incurred approximately $ 1.4 million of transaction costs for the twelve months ended December 31, 2023, which are included in selling, general and administrative expenses on the Consolidated Statements of Operations. The following unaudited pro forma financial information reflects the results of operations of the Company for the twelve months ended December 31, 2023 and 2022, respectively, as if the acquisition of Jamalco had been completed on January 1, 2022. This unaudited pro forma financial information has been prepared for informational purposes and is not necessarily indicative of the actual consolidated results of operations had the acquisition been completed on January 1, 2022, nor is the information indicative of future results of operations of the combined companies. Year ended December 31, 2023 2022 Revenue $ 2,235.1 $ 2,831.0 Earnings $ ( 45.9 ) $ ( 33.1 ) 3. Curtailment of Operations - Hawesville In August 2022, we fully curtailed production at the Hawesville facility and expect to continue to maintain the plant with the intention of restarting operations when market conditions permit, including energy prices returning to more normalized levels and aluminum prices maintaining levels that can support the on-going costs and capital expenditures necessary to restart and operate the plant. For the year ended December 31, 2023, we incurred curtailment charges of $ 16.6 million, including $ 9.0 million related to excess capacity charges. These charges were partially offset by income related to scrap and materials sales of $ 1.7 million. Comparatively, for the year ended December 31, 2022, we recognized an impairment charge of $ 159.4 million, approximately $ 18.1 million of expense during the year related to wages and severance triggered by our issuance of the WARN notice and excess capacity charges, partially offset by final plant idling activities. We also recognized a non-cash other postretirement 61 CENTURY ALUMINUM COMPANY NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (amounts in millions, except share and per share amounts) benefits ("OPEB") curtailment gain totaling $ 8.9 million. See Note 13. Pension and other postretirement benefits to the consolidated financial statements included herein for additional information. 4. Related Party Transactions The significant related party transactions occurring during the years ended December 31, 2023, 2022 and 2021 are described below. We believe all of our transactions with related parties are at prices that approximate market. Glencore ownership As of December 31, 2023, Glencore plc and its affiliates (together "Glencore") beneficially owned 42.9 % of Century’s outstanding common stock ( 46.0 % on a fully-diluted basis assuming the conversion of all of the Series A Convertible Preferred Stock) and all of our outstanding Series A Convertible Preferred Stock. See Note 9 . Shareholders' Equity for a full description of our outstanding Series A Convertible Preferred Stock. Century and Glencore enter into various transactions from time to time such as the purchase and sale of primary aluminum, purchase and sale of alumina and raw materials, tolling agreements as well as forward financial contracts and borrowing and other debt transactions. Sales to Glencore For the years ended December 31, 2023, 2022 and 2021 we derived approximately 73.8 % , 60.2 % and 60.0 % of our consolidated sales from Glencore, respectively. Glencore purchases aluminum produced at our U.S. smelters at prices based on the LME plus the Midwest regional delivery premium plus any additional market-based product premiums. Glencore purchases aluminum produced at our Grundartangi, Iceland smelter at prices based on the LME plus the European Duty Paid premium plus any additional market-based product premiums. We have entered into agreements with Glencore pursua nt to which we sell certain amounts of alumina at market-based prices. For the years ended December 31, 2023, 2022 and 2021 we recorded $ 191.7 million, $ 24.9 million , and $ 18.3 million o f revenue related to alumina sales to Glencore, respectively. Purchases from Glencore We purchase a portion of our alumina and certain other raw material requirements from Glencore. Alumina purchases from Glencore during 2023 were priced based on published alumina and aluminum indices as well as fixed prices. Financial contracts with Glencore We have certain financial contracts with Glencore. See Note 20. Derivatives regarding these forward financial sales contracts. Vlissingen Facility Agreement On December 9, 2022, Vlissingen entered into a Facility Agreement with Glencore International AG pursuant to which Vlissingen may borrow from time to time up to $ 90 million (the “Vlissingen Facility Agreement”) in one or more loans at a fixed interest rate equal to 8.75 % per annum and payable on December 2, 2024. See Note 8. Debt for additional information. Borrowings under the Facility Agreement are expected to be used for general corporate and working capital purposes of Century and its subsidiaries. Carbon Credit Repurchase Agreement On September 28, 2023, our wholly owned subsidiary Nordural Grundartangi ehf ("Grundartangi"), entered into a structured repurchase arrangement with an affiliate of Glencore pursuant to which it sold 390,000 European Union Allowances ("Carbon Credits") at a price of € 82.18 per Carbon Credit, for an aggregate amount of € 32.1 million. Pursuant to the terms of the transaction, Grundartangi will repurchase the same number of Carbon Credits at a price of € 83.72 per Carbon Credit, for an aggregate amount of € 32.7 million. On December 18, 2023, the repurchase arrangement was amended to extend the repurchase window and increase the repurchase price to € 85.13 per Carbon Credit, for an aggregate amount of € 33.2 million. Also on 62 CENTURY ALUMINUM COMPANY NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (amounts in millions, except share and per share amounts) December 18, 2023, Grundartangi sold an additional 40,000 Carbon Credits at a price of € 69.30 per Carbon Credit and will repurchase the same number of Carbon Credits at a price of € 70.71 per Carbon Credit for an aggregate amount of € 2.8 million. Given the repurchase element of the agreement, the Company retains substantially all of the remaining benefits of the assets and has accounted for the transaction as a financing arrangement in accordance with Topic 606, Revenue from Contracts with Customers ("ASC 606"). Summary A summary of the aforementioned significant related party sales and purchases for the years ended December 31, 2023, 2022 and 2021 is as follows: Year Ended December 31, 2023 2022 2021 Net sales to Glencore $ 1,612.1 $ 1,671.1 $ 1,337.0 Purchases from Glencore (1) 181.4 284.7 334.6 (1) Includes settlements of financial contract positions. 5. Revenue We disaggregate our revenue by geographical region as follows: Year ended December 31, Net Sales 2023 2022 2021 United States $ 1,358.6 $ 1,737.2 $ 1,413.0 Iceland 826.8 1,040.1 799.5 Total $ 2,185.4 $ 2,777.3 $ 2,212.5 We enter into contracts to sell mainly primary aluminum to our customers. Revenue is recognized when our performance obligations with our customers are satisfied. Our obligations under the contracts are satisfied when we transfer control of our primary aluminum to our customers which is generally upon shipment or delivery to customer directed locations. The amount of consideration we receive, thus the revenue we recognize, is a function of volume delivered, market price of primary aluminum, which is based on the LME, plus regional premiums and any value-added product premiums. We have also entered into agreements with our customers to sell certain amounts of alumina at market-based prices. The payment terms and conditions in our contracts vary and are not significant to our revenue. We complete an appropriate credit evaluation for each customer at contract inception. Customer payments are due in arrears and are recognized as accounts receivable - net and due from affiliates in our consolidated balance sheets. In connection with our sales agreements with certain customers, including Glencore, we invoice the customer prior to physical shipment of goods for a majority of production generated from each of our U.S. domestic smelters. For those sales, revenue is recognized only when the customer has specifically requested such treatment and has made a commitment to purchase the product. The goods must be complete, ready for shipment and separated from other inventory with control over the goods passing to the customer. We must retain no further performance obligations. Contract liabilities are recorded when cash payments are received or due in advance of performance. As of December 31, 2023, $ 30.6 million was recorded in Due to affiliates. There were no contract liabilities as of December 31, 2022. 6. Leases We are a lessee in various agreements for the lease of office space, land, automobiles, and mobile equipment. All of our leases are considered operating leases. The terms of our leases vary, including the lease term and the ability to renew or extend certain leases. As part of determining the lease term and potential extensions for purposes of calculating the ROUA and ROUL, we consider our historical practices related to renewal of certain leases. The weighted average remaining lease term for our operating leases was 11.8 years as of December 31, 2023 and 12.2 years as of December 31, 2022. Certain lease payment amounts are variable in nature and change periodically based on the local market consumer price index. 63 CENTURY ALUMINUM COMPANY NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (amounts in millions, except share and per share amounts) We use our incremental borrowing rate as the basis for the discount rate used to calculate the ROUA and ROUL, respectively, for our operating leases. The incremental borrowing rate is determined on a lease-by-lease basis and is based on the rate of interest that we would have to pay to borrow on a collateralized basis over a similar term for an amount equal to our lease payments. We consider the most likely financing options available for each lease based on the leased asset, legal entity party to the lease, economic environment in which the lease is denominated, the market conditions relative to the leased asset and our historical practices of obtaining financing for similar types of costs. The weighted average discount rate for our operating leases was 7.3 % as of December 31, 2023 and 2022. Our ROUA and ROUL balances for the years ended December 31, 2023 and December 31, 2022 were as follows (in millions): December 31, 2023 2022 ROUA (1) $ 24.7 $ 20.9 ROUL - current (2) $ 2.3 $ 1.8 ROUL - non-current (3) 21.9 20.9 Total ROUL $ 24.2 $ 22.7 (1) ROUA was recorded as part of Other Assets within Non-current assets at December 31, 2023 and 2022. (2) ROUL - current was recorded as part of Accrued and other current liabilities within Current liabilities at December 31, 2023 and 2022. (3) ROUL - non-current was recorded as part of Other liabilities within Non-current liabilities at December 31, 2023 and 2022. The undiscounted maturities of our operating lease liability balances as of December 31, 2023 are as follows (in millions): Year December 31, 2024 $ 3.9 2025 $ 3.7 2026 $ 3.3 2027 $ 2.9 2028 $ 2.9 Thereafter $ 19.4 Total $ 36.1 Less: Interest $ ( 11.9 ) ROUL $ 24.2 During 2023 and 2022, we entered into new lease obligations, which resulted in $ 3.2 million and $ 1.7 million of additional right of use assets. We acquired $ 2.4 million of right of use assets related to lease obligations assumed from the Jamalco acquisition. Total operating expense includes the following (in millions): December 31, 2023 2022 Operating leases expense $ 4.9 $ 4.5 Short term lease expense 0.6 0.4 Total (1) $ 5.5 $ 4.9 (1) Total lease expense is included in cost of goods sold and selling, general, and administrative expenses on the Consolidated Statements of Operations. 64 CENTURY ALUMINUM COMPANY NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (amounts in millions, except share and per share amounts) We had cash outflows of $ 4.6 million and $ 4.1 million for amounts included in the ROUL balance at the beginning of the year related to our operating leases for the years ended December 31, 2023 and December 31, 2022, respectively. 7. Fair Value Measurements We measure certain of our assets and liabilities at fair value. Fair value represents the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. In general, reporting entities should apply valuation techniques to measure fair value that maximize the use of observable inputs and minimize the use of unobservable inputs. 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 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. We categorize each fair value measurement in its entirety into the following three levels, based on the lowest level input that is significant to the entire measurement: • Level 1 Inputs – quoted prices (unadjusted) in active markets for identical assets or liabilities that the reporting entity can access at the measurement date. • Level 2 Inputs – inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly. • Level 3 Inputs – unobservable inputs for the asset or liability. Recurring Fair Value Measurements As of December 31, 2023 Level 1 Level 2 Level 3 Total ASSETS: Cash equivalents $ 16.8 $ — $ — $ 16.8 Trust assets (1) 0.2 — — 0.2 Derivative instruments — 2.9 — 2.9 TOTAL $ 17.0 $ 2.9 $ — $ 19.9 LIABILITIES: Derivative instruments — 7.9 — 7.9 TOTAL $ — $ 7.9 $ — $ 7.9 Recurring Fair Value Measurements As of December 31, 2022 Level 1 Level 2 Level 3 Total ASSETS: Cash equivalents $ 5.6 $ — $ — $ 5.6 Trust assets (1) 0.1 — — 0.1 Derivative instruments — 127.3 1.8 129.1 TOTAL $ 5.7 $ 127.3 $ 1.8 $ 134.8 LIABILITIES: Contingent obligation – net (2) $ — $ — $ — $ — Derivative instruments — 26.4 4.6 31.0 TOTAL $ — $ 26.4 $ 4.6 $ 31.0 (1) Trust assets are currently invested in money market funds. These trust assets are held to fund the non-qualified supplemental executive pension benefit obligations for certain of our officers. (2) See Note 17. Commitments and Contingencies for additional information about the contingent obligation. 65 CENTURY ALUMINUM COMPANY NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (amounts in millions, except share and per share amounts) The following section describes the valuation techniques and inputs used for fair value measurements categorized within Level 2 or Level 3 of the fair value hierarchy: Level 2 Fair Value Measurements: Asset / Liability Valuation Techniques Inputs LME forward financial sales contracts Discounted cash flows Quoted LME forward market Fixed for floating swaps Discounted cash flows Quoted LME forward market, quoted MWP forward market Nord Pool power price swaps Discounted cash flows Quoted Nord Pool forward market Indiana Hub power price swaps Discounted cash flows Quoted Indiana Hub forward market 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 Heavy Fuel Oil ("HFO") price swaps Discounted cash flows Quoted HFO forward market When valuing Level 3 assets and liabilities, we use certain significant unobservable inputs. Management incorporates various inputs and assumptions including forward commodity prices, commodity price volatility, and macroeconomic conditions, including interest rates and discount rates. Our estimates of significant unobservable inputs are ultimately based on our estimates of risks that market participants would consider when valuing our assets and liabilities. As of the year ending, December 31, 2023, there were no level three assets and liabilities. The following table presents the inputs for fair value measurements categorized within Level 3 of the fair value hierarchy, along with information regarding significant unobservable inputs used to value Level 3 assets and liabilities: Level 3 Fair Value Measurements: As of December 31, 2023 As of December 31, 2022 Asset / Liability Valuation Technique Observable Inputs Significant Unobservable Input Fair Value Value/Range of Unobservable Input Fair Value Value/Range of Unobservable Input LME forward financial sales contracts Discounted cash flows Quoted LME forward market Discount rate net (1) $ — 8.58 % $ ( 2.8 ) 8.58 % (1) Represents risk adjusted discount rate The following table presents the fair value reconciliation of Level 3 assets and liabilities measured at fair value on a recurring basis. 66 CENTURY ALUMINUM COMPANY NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (amounts in millions, except share and per share amounts) 67 CENTURY ALUMINUM COMPANY NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (amounts in millions, except share and per share amounts) For the twelve months ended December 31, 2023 Level 3 Assets Level 3 Liabilities LME forward financial sales contracts LME forward financial sales contracts Balance as of January 1, 2023 $ 1.8 $ ( 4.6 ) Transfers out of Level 3 (1) ( 1.8 ) 4.6 Balance as of December 31, 2023 $ — $ — Change in unrealized gains (losses) (2) $ — $ — (1) Transfer out of Level 3 due to period of time remaining in derivative contract. (2) Gains and losses are presented in the Consolidated Statement of Operations within the line item "Net gain (loss) on forward and derivative contracts." 8. Debt December 31, 2023 2022 Debt classified as current liabilities: Hancock County industrial revenue bonds ("IRBs") due April 2028, interest payable quarterly (variable interest rates (not to exceed 12 % )) (1) $ 7.8 $ 7.8 U.S. Revolving Credit Facility (2) 23.7 90.0 Iceland Revolving Credit Facility (3) — 35.0 Grundartangi Casthouse Facility (4) 5.5 — Iceland Term Facility (5) 1.3 13.3 Vlissingen Facility Agreement (6) 10.0 — Debt classified as non-current liabilities: Grundartangi casthouse facility, net of financing fees of $ 0.7 million at December 31, 2023 (4) 98.8 49.4 Iceland Term Facility, net of financing fees of $ 0.0 million and current portion at December 31, 2023 (5) — 1.2 7.5 % senior secured notes due April 1, 2028, net of financing fees of $ 2.6 million at December 31, 2023, interest payable semiannually 247.4 246.6 2.75 % convertible senior notes due May 1, 2028, net of financing fees of $ 1.5 million at December 31, 2023, interest payable semiannually 84.7 84.4 Total $ 479.2 $ 527.7 (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 interest rate at December 31, 2023 was 4.00 % . (2) We incur interest at a base rate plus applicable margin as defined within the agreement. The interest rate at December 31, 2023 was 9.25 %. (3) We incur interest at a base rate plus applicable margin as defined within the agreement. The were no outstanding borrowings at December 31, 2023 . (4) We incur interest at a base rate plus applicable margin as defined within the agreement. The interest rate at December 31, 2023 was 8.86 %. (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, 2023 was 7.05 % . (6) We incur interest at a fixed rate of 8.75 %. 7.5 % Senior Secured Notes due 2028 General . On April 14, 2021, we issued $ 250.0 million in aggregate principal amount of 7.5 % senior secured notes due 2028 (the "2028 Notes"). We received proceeds of $ 245.2 million, after payment of certain financing fees and related expenses. 68 CENTURY ALUMINUM COMPANY NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (amounts in millions, except share and per share amounts) Interest Rate. The 2028 Notes bear interest semi-annually in arrears on April 1 and October 1 of each year, beginning on October 1, 2021, at a rate of 7.5 % per annum in cash. Maturity. The 2028 Notes mature on April 1, 2028. Seniority. The 2028 Notes are senior secured obligations of Century, ranking equally in right of payment with all existing and future senior indebtedness of Century, but effectively senior to unsecured debt to the extent of the value of collateral. Guaranty . Our obligations under the 2028 Notes are guaranteed by all of our existing and future domestic restricted subsidiaries (the “Guarantor Subsidiaries”), except for foreign owned holding companies, any domestic restricted subsidiary that owns no assets other than equity interests or other investments in foreign subsidiaries and certain immaterial subsidiaries, which guaranty shall in each case be a senior secured obligation of such Guarantor Subsidiaries, ranking equally in right of payment with all existing and future senior indebtedness of such Guarantor Subsidiaries but effectively senior to unsecured debt to the extent of the value of collateral. Collateral. 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); (ii) all equity interests in subsidiaries directly owned by Century or any Guarantor Subsidiaries; and (iii) proceeds of the foregoing. Under certain circumstances, the indenture and the security documents governing the 2028 Notes will permit us and the Guarantors to incur additional debt that also may be secured by liens on the collateral that are equal to or have priority over the liens securing the 2028 Notes. The collateral agent for the 2028 Notes will agree with the collateral agent for the other debt holders and us under such circumstances to enter into an intercreditor agreement that will cause the liens securing the 2028 Notes to be contractually subordinated to the liens securing such additional debt. Redemption Rights. Prior to April 1, 2024, we may redeem the 2028 Notes, in whole or in part, at a redemption price equal to 100.00 % of the principal amount plus a make-whole premium and accrued and unpaid interest, and if redeemed during the twelve-month period beginning on April 1 of the years indicated below, at the following redemption prices plus accrued and unpaid interest: Year Percentage 2024 103.750 % 2025 101.875 % 2026 and Thereafter 100.000 % Upon a change of control (as defined in the indenture governing the 2028 Notes), we will be required to make an offer to purchase the 2028 Notes at a purchase price equal to 101 % of the outstanding principal amount of the 2028 Notes on the date of the purchase, plus accrued and unpaid interest to, but not including, the date of purchase. Covenants . The indenture governing the 2028 Notes contains customary covenants which may limit our ability, and the ability of certain of our subsidiaries, to: (i) incur additional debt; (ii) incur additional liens; (iii) pay dividends or make distributions in respect of capital stock; (iv) purchase or redeem capital stock; (v) make investments or certain other restricted payments; (vi) sell assets; (vii) issue or sell stock of certain subsidiaries; (viii) enter into transactions with shareholders or affiliates; and (ix) effect a consolidation or merger. Fair Value. As of December 31, 2023, the total estimated fair value of the 2028 Notes was $ 243.5 million . 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. 2.75 % Convertible Notes due 2028 69 CENTURY ALUMINUM COMPANY NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (amounts in millions, except share and per share amounts) General. 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"). The Convertible Notes were issued at a price of 100 % of their aggregate principal amount. We received proce eds of $ 83.7 million, a fter payment of certain financing fees and related expenses. The initial conversion rate for the Convertible Notes is 53.3547 shares of the Company's common stock per $1,000 principal amount of Convertible Notes, which is equivalent to an initial conversion price of approximately $ 18.74 per share of the Company's common stock. The conversion rate and conversion price are subject to customary adjustments under certain circumstances in accordance with the terms of the indenture. Interest Rate. The Convertible Notes will bear interest semi-annually in arrears on May 1 and November 1 of each year, beginning on November 1, 2021, at a rate of 2.75 % per annum in cash. Maturity. The Convertible Notes will mature on May 1, 2028, unless earlier converted, repurchased, or redeemed. Seniority. The Convertible Notes are the Company’s senior unsecured obligations and rank senior in right of payment to any of the Company’s indebtedness that is expressly subordinated in right of payment to the Convertible Notes; equal in right of payment to any of the Company’s unsecured indebtedness that is not so subordinated; effectively junior in right of payment to any of the Company’s senior secured indebtedness to the extent of the value of the assets securing such indebtedness; and structurally junior to all indebtedness and other liabilities (including trade payables) of the Company’s subsidiaries. Redemption rights. We may not redeem the Convertible Notes prior to May 6, 2025. On or after May 6, 2025, we may redeem for cash all or part of the Convertible Notes at our option if the last reported sale price of our common stock has been at least 130 % of the conversion price then in effect for at least 20 trading days (whether or not consecutive) during any 30 consecutive trading-day period (including the last trading day of such period) ending on and including the trading day immediately preceding the date on which we provide notice of redemption, at a redemption price equal to 100 % of the principal amount of the Convertible Notes to be redeemed, plus accrued and unpaid interest. Upon conversion, we may satisfy our conversion obligation by paying or delivering, as applicable, cash, shares of our common stock or a combination of cash and shares of our common stock, at our election, based on the applicable conversion rate. In addition, if certain corporate events that constitute a make-whole fundamental change (as defined in the indenture) occur, then the conversion rate will, in certain circumstances, be increased for a specified period of time. Additionally, in the event of a corporate event constituting a fundamental change (as defined in the indenture), holders of the Convertible Notes may require us to repurchase all or a portion of their Convertible Notes at a repurchase price equal to 100 % of the principal amount of the Convertible Notes being repurchased, plus accrued and unpaid interest to, but excluding, the date of the fundamental change repurchase. As of December 31, 2023, the if-converted value of the Convertible Notes did not exceed the outstanding principal amount. Fair Value. As of December 31, 2023, the total estimated fair value of the Convertible Notes was $ 75.3 million . 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. U.S. Revolving Credit Facility General . We and certain of our direct and indirect domestic subsidiaries (the "Borrowers") have a senior secured revolving credit facility with a syndicate of lenders (the "U.S. revolving credit facility"). 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. The U.S. revolving credit facility matures on June 14, 2027. Any letters of credit issued and outstanding under the U.S. revolving credit facility reduce our borrowing availability on a dollar-for-dollar basis. At December 31, 2023, there were $ 23.7 million outstanding borrowings and $ 61.4 million of outstanding letters of credit issued under our U.S. revolving credi t facility. Principal payments, if any, are due upon maturity of the U.S. revolving credit facility and may be prepaid without penalty. 70 CENTURY ALUMINUM COMPANY NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (amounts in millions, except share and per share amounts) Status of our U.S. revolving credit facility: December 31, 2023 Credit facility maximum amount $ 250.0 Borrowing availability 128.8 Outstanding letters of credit issued 61.4 Outstanding borrowings 23.7 Borrowing availability, net of outstanding letters of credit and borrowings 43.7 Borrowing Base. The availability of funds under the U.S. revolving credit facility is limited by a specified borrowing base consisting of the Borrower's accounts receivable and inventory which meet the eligibility criteria. Guaranty. The Borrowers' obligations under the U.S. revolving credit facility are guaranteed by certain of our domestic subsidiaries and secured by a continuing lien upon and a security interest in all of the Borrowers' accounts receivable, inventory and certain bank accounts. Each Borrower is liable for any and all obligations under the U.S. revolving credit facility on a joint and several basis. Interest Rates and Fees. Any amounts outstanding under the U.S. 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. Prepayments . We can make prepayments of amounts outstanding under the U.S. revolving credit facility, in whole or in part, without premium or penalty, subject to standard breakage costs, if applicable. 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. Covenants . The U.S. 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. The U.S. revolving credit facility also includes customary events of default, including nonpayment, misrepresentation, breach of covenant, bankruptcy, change of ownership, certain judgments and certain cross defaults. Upon the occurrence of an event of default, commitments under the U.S. revolving credit facility may be terminated and amounts outstanding may be accelerated and declared immediately due and payable. Iceland Revolving Credit Facility General. 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, 2023, there were no outstanding borrowings under our Iceland revolving credit facility. The Iceland revolving credit facility has a term through December 2026. Status of our Iceland revolving credit facility: December 31, 2023 Credit facility maximum amount $ 100.0 Borrowing availability 100.0 Outstanding letters of credit issued — Outstanding borrowings — Borrowing availability, net of outstanding letters of credit and borrowings 100.0 71 CENTURY ALUMINUM COMPANY NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (amounts in millions, except share and per share amounts) Borrowing Base. The availability of funds under the Iceland revolving credit facility is limited by a specified borrowing base consisting of inventory and accounts receivable of Grundartangi. Security. Grundartangi's obligations under the Iceland revolving credit facility are secured by a general bond under which Grundartangi's inventory and accounts receivable are pledged to secure full payment of the loan. Interest Rates and Fees. Any amounts outstanding under the Iceland revolving credit facility will bear interest at SOFR plus a margin per annum. Prepayments. Any outstanding borrowings may be prepaid without penalty or premium in whole or in part. Covenants. The Iceland revolving credit facility contains customary covenants, including restrictions on mergers and acquisitions, dispositions of assets, compliance with permits, laws and payment of taxes, as well as a covenant that requires Grundartangi to maintain a certain minimum equity ratio. 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. 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. Grundartangi Casthouse Facility On November 2, 2021, in connection with the casthouse project at Grundartangi, we entered into an eight-year Term Facility Agreement with Arion Bank hf, to provide for borrowings up to $ 130.0 million (the "Casthouse Facility"). 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, 2023, there were $ 104.3 million in outstanding borrowings under the Casthouse Facility. Security. 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. Interest Rates and Fees . The interest rate shall be at a base rate plus the applicable margin as set forth in the agreement. Grundartangi shall pay an arrangement fee equal to 0.78 % of the total facility amount, 50 % of which was paid upfront and 50 % to be paid at the end of the availability period, and shall pay a commitment fee of 0.38 % per annum on undrawn commitments, payable quarterly at the same time as interest payments are due and payable. Prepayments . 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. Covenants . 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. The Casthouse 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. 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. 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 72 CENTURY ALUMINUM COMPANY NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (amounts in millions, except share and per share amounts) interest at a rate equal to 3.2 % plus EUR EURIBOR 1 month as published by the European Money Markets Institute. As of December 31, 2023, there were $ 1.3 million (€ 1.1 million ) in outstanding borrowings under the Iceland Term Facility. 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, 2023, there was $ 10.0 million in outstanding borrowings under the Vlissingen Facility Agreement. Security. 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 Prepayments. Any outstanding borrowings may be prepaid without penalty or premium in whole or in part without any charge, fee premium or penalty. Covenants. 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 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. 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, 2023, 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. 9. Shareholders' Equity Common Stock As of December 31, 2023 and 2022, we had 195,000,000 shares of common stock, $ 0.01 cent par value, authorized under our Restated Certificate of Incorporation, of which 99,876,385 shares were issued and 92,689,864 shares were outstanding at December 31, 2023; 99,510,499 shares were issued and 92,323,978 shares were outstanding at December 31, 2022. The rights, preferences and privileges of holders of our common stock are subject to, and may be adversely affected by, the rights of the holders of shares of any series of our preferred stock which are currently outstanding, including our Series A Convertible Preferred Stock, or which we may designate and issue in the future. 73 CENTURY ALUMINUM COMPANY NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (amounts in millions, except share and per share amounts) Preferred Stock As of December 31, 2023 and 2022, we had 5,000,000 shares of preferred stock, $ 0.01 cent par value per share, authorized under our Restated Certificate of Incorporation. Our Board of Directors may issue preferred stock in one or more series and determine for each series the dividend rights, conversion rights, voting rights, redemption rights, liquidation preferences, sinking fund terms and the number of shares constituting that series, as well as the designation thereof. Depending upon the terms of preferred stock established by our Board of Directors, any or all of the preferred stock could have preference over the common stock with respect to dividends and other distributions and upon the liquidation of Century. In addition, issuance of any shares of preferred stock with voting powers may dilute the voting power of the outstanding common stock. Series A Convertible Preferred Stock Shares Authorized and Outstanding. In 2008, we issued 160,000 shares of our Series A Convertible Preferred Stock. Glencore holds all of the issued and outstanding Series A Convertible Preferred Stock. At December 31, 2023 and December 31, 2022, 52,284 shares and 53,854 shares were outstanding, respectively. The issuance of common stock under our stock incentive programs, debt exchange transactions and any stock offering that excludes Glencore participation triggers anti-dilution provisions of the preferred stock agreement and results in the automatic conversion of Series A Convertible Preferred Stock shares into shares of common stock. The conversion of preferred to common shares is 100 shares of common for each share of preferred stock. Our Series A Convertible Preferred Stock has a par value of $ 0.01 per share. Dividend Rights. So long as any shares of our Series A Convertible Preferred Stock are outstanding, we may not pay or declare any dividend or make any distribution upon or in respect of our common stock or any other capital stock ranking, on a parity with or junior to, the Series A Convertible Preferred Stock in respect of dividends or liquidation preference, unless we, at the same time, declare and pay a dividend or distribution on the shares of Series A Convertible Preferred Stock (a) in an amount equal to the amount such holders would receive if they were the holders of the number of shares of our common stock into which their shares of Series A Convertible Preferred Stock are convertible as of the record date fixed for such dividend or distribution, or (b) in the case of a dividend or distribution on other capital stock ranking on a parity with or junior to the Series A Convertible Preferred Stock in such amount and in such form as (based on the determination of holders of a majority of the Series A Convertible Preferred Stock) will preserve, without dilution, the economic position of the Series A Convertible Preferred Stock relative to such other capital stock. Voting Rights. The Series A Convertible Preferred Stock has no voting rights for the election of directors or on other matters where the shares of common stock have voting rights. However, we may not change the powers, preferences, or rights given to the Series A Convertible Preferred Stock, or authorize, create or issue any additional shares of Series A Convertible Preferred Stock without the affirmative vote of the holders of a majority of the shares of Series A Convertible Preferred Stock then outstanding (voting separately as a class). Liquidation Rights. 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). 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. Transfer Restrictions. Glencore is prohibited from transferring shares of Series A Convertible Preferred Stock to any party other than an affiliate who agrees to become bound by certain agreements associated with these shares. Automatic Conversion. 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: 74 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; • If shares of Series A Convertible Preferred Stock are transferred to an entity that is not an affiliate of Glencore, such shares of Series A Convertible Preferred Stock will convert to shares of our common stock, provided that such transfers may only be made pursuant to an effective registration statement; • Upon a sale of Series A Convertible Preferred Stock by Glencore in a Rule 144 transaction in which the shares of Series A Convertible Preferred Stock and our common stock issuable upon the conversion thereof are not directed to any purchaser, such shares of Series A Convertible Preferred Stock sold will convert to shares of our common stock; and • Immediately prior to and conditioned upon the consummation of a merger, reorganization or consolidation to which we are a party or a sale, abandonment, transfer, lease, license, mortgage, exchange or other disposition of all or substantially all of our property or assets, in one or a series of transactions where, in any such case, all of our common stock would be converted into the right to receive, or exchanged for, cash and/or securities, other than any transaction in which the Series A Convertible Preferred Stock will be redeemed. Optional Conversion. Glencore has the option to convert the Series A Convertible Preferred Stock in a tender offer or exchange offer, at the same conversion ratio as above, in which a majority of the outstanding shares of our common stock have been tendered by the holders thereof and not duly withdrawn at the expiration time of such tender or exchange offer, so long as the Series A Convertible Preferred Stock is tendered or exchanged in such offer. Stock Combinations – Adjustments. If, at any time while the Series A Convertible Preferred Stock is outstanding, Century combines outstanding common stock into a smaller number of shares, then the number of shares of common stock issuable on conversion of each share of Series A Convertible Preferred Stock will be decreased in proportion to such decrease in the aggregate number of shares of common stock outstanding. Redemptions or Repurchases of Common Stock. We may not redeem or repurchase our common stock unless we redeem or repurchase, or otherwise make a payment on, a pro-rata number of shares of the Series A Convertible Preferred Stock. These restrictions do not apply to our open market repurchases or our repurchases pursuant to our employee benefit plans. Right of Redemption. The Series A Convertible Preferred Stock will be redeemed by Century if any of the following events occur (at a redemption price based on the trading price of our common stock prior to the announcement of such event) and Glencore votes its shares of our common stock in opposition to such events: • We propose a merger, reorganization or consolidation, sale, abandonment, transfer, lease, license, mortgage, exchange or other disposition of all or substantially all of our property or assets where any of our common stock would be converted into the right to receive, or exchanged for, assets other than cash and/or securities traded on a national stock exchange or that are otherwise readily marketable, or • We propose to dissolve and wind up operations and any assets, other than cash and/or securities traded on a national stock exchange or that are otherwise readily marketable, are to be distributed to the holders of our common stock. Stock Repurchase Program 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. Under the program, Century is authorized to repurchase up to $ 130.0 million of our outstanding shares of common stock, from time to time, on the open market at prevailing market prices, in block trades or otherwise. The timing and amount of any shares repurchased will be determined by our management based on its evaluation of market conditions, the trading price of our common stock and other factors. The stock repurchase program may be suspended or discontinued at any time. Shares of common stock repurchased are recorded at cost as treasury stock and result in a reduction of shareholders’ equity in the consolidated balance sheets. From time to time, treasury shares may be reissued as contributions to our employee 75 CENTURY ALUMINUM COMPANY NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (amounts in millions, except share and per share amounts) benefit plans and for the conversion of preferred stock. 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. Through December 31, 2023, we repurchased 7,186,521 shares of common stock for an aggregate purchase price of $ 86.3 million. We have made no repurchases since April 2015 and have approximately $ 43.7 million remaining under the repurchase program authorization as of December 31, 2023. 10. Inventories Inventories, at December 31, consist of the following: 2023 2022 Raw materials $ 162.5 $ 64.9 Work-in-process 42.9 46.0 Finished goods 46.3 58.0 Operating and other supplies 225.3 229.9 Inventories $ 477.0 $ 398.8 11. Property, Plant and Equipment Property, plant and equipment, at December 31, consist of the following: 2023 2022 Land and improvements $ 105.1 $ 39.8 Mineral Reserves 57.6 — Buildings and improvements 328.8 305.7 Machinery and equipment 1,580.7 1,495.3 Construction in progress 160.3 59.0 2,232.5 1,899.8 Less accumulated depreciation, amortization and depletion ( 1,228.3 ) ( 1,155.4 ) Property, plant and equipment - net $ 1,004.2 $ 744.4 For the years ended December 31, 2023, 2022 and 2021, we recorded depreciation, amortization and depletion expense of $ 74.7 million, $ 73.4 million, and $ 82.6 million, respectively. 12. Accumulated Other Comprehensive Loss ("AOCL") Components of AOCL 2023 2022 Defined benefit plan liabilities $ ( 101.8 ) $ ( 98.0 ) Unrealized gain on financial instruments 1.6 1.7 Other comprehensive loss before income tax effect ( 100.2 ) ( 96.3 ) Income tax effect (1) 2.3 2.3 Accumulated other comprehensive loss $ ( 97.9 ) $ ( 94.0 ) (1) The allocation of the income tax effect to the components of other comprehensive loss is as follows: 2023 2022 Defined benefit plan liabilities $ 2.6 $ 2.6 Unrealized loss on financial instruments ( 0.3 ) ( 0.3 ) 76 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: Defined benefit plan and other postretirement liabilities Unrealized gain (loss) on financial instruments Total, net of tax Balance, December 31, 2020 $ ( 120.6 ) $ 1.8 $ ( 118.8 ) Other comprehensive income (loss) before reclassifications 31.6 — 31.6 Net amount reclassified to net income (loss) 5.0 ( 0.1 ) 4.9 Balance, December 31, 2021 ( 84.0 ) 1.7 ( 82.3 ) Other comprehensive income (loss) before reclassifications ( 5.9 ) — ( 5.9 ) Net amount reclassified to net income (loss) ( 5.7 ) ( 0.1 ) ( 5.8 ) Balance, December 31, 2022 ( 95.6 ) 1.6 ( 94.0 ) Other comprehensive income (loss) before reclassifications ( 10.1 ) — ( 10.1 ) Net amount reclassified to net income (loss) 6.3 ( 0.1 ) 6.2 Balance, December 31, 2023 $ ( 99.4 ) $ 1.5 $ ( 97.9 ) 77 CENTURY ALUMINUM COMPANY NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (amounts in millions, except share and per share amounts) Reclassifications out of AOCL were included in the consolidated statements of operations as follows: Year Ended December 31, AOCL Components Location 2023 2022 2021 Defined benefit plan and other postretirement liabilities Cost of goods sold $ ( 1.0 ) $ 3.5 $ 26.8 Other income, net — ( 8.9 ) — Selling, general and administrative expenses ( 0.2 ) 3.3 2.9 Other operating expense (income), net ( 2.6 ) ( 9.0 ) 7.3 Income tax expense — ( 0.3 ) ( 0.4 ) Net of tax $ ( 3.8 ) $ ( 11.4 ) $ 36.6 Gain (loss) on financial instruments Cost of goods sold $ ( 0.1 ) $ ( 0.2 ) $ ( 0.1 ) Income tax effect $ — ( 0.1 ) 0.0 Net of tax $ ( 0.1 ) $ ( 0.3 ) $ ( 0.1 ) 13. Pension and Other Postretirement Benefits Pension Benefits We maintain noncontributory defined benefit pension plans for certain domestic hourly and salaried employees. For the eligible domestic salaried employees, plan benefits are based primarily on years of service and average compensation during the later years of employment. For hourly employees, plan benefits are based primarily on a formula that provides a specific benefit for each year of service. Our funding policy is to contribute amounts based upon actuarial and economic assumptions designed to achieve adequate funding of the projected benefit obligations and to meet the minimum funding requirements of the Employee Retirement Income Security Act of 1974 ("ERISA"). In addition, we maintain the supplemental executive retirement benefit ("SERB") plan for certain current and former executive officers, which is frozen to future accruals. Other Postretirement Benefits ("OPEB") In addition to providing pension benefits, we provide certain healthcare and life insurance benefits for certain domestic retired employees. We accrue the estimated cost of providing postretirement benefits during the working careers of those employees who could become eligible for such benefits when they retire. We fund these benefits as the retirees submit claims. Retiree medical welfare changes Under the current Hawesville labor agreement, employees who retire during the term of the labor agreement have been divided into sub-groups based on attributes such as Medicare eligibility, hire date, age and years of service. Levels of benefits are defined for the sub-groups and range from no substantive change from the benefits provided under the previous labor agreement to replacement of the defined retiree medical benefit program with individual health reimbursement accounts for each eligible participant. The health reimbursement accounts are funded based on established rates per hour worked by each eligible participant. Eligible participants will be able to withdraw from their health reimbursement accounts to fund their own retiree medical coverage. During 2017, the Company amended its non-union retiree medical and life insurance benefits to align the Company’s benefits with the market and achieve a uniform retiree medical benefit design across the Company’s U.S. locations. Effective January 1, 2018, non-union retiree medical and life insurance benefits are restricted to current participants who meet the eligibility criteria as of January 1, 2018. Additionally, effective January 1, 2019, Century no longer administers non-union retiree medical, prescription drug, dental, or vision benefits and instead makes fixed health reimbursement account contributions. 78 CENTURY ALUMINUM COMPANY NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (amounts in millions, except share and per share amounts) Obligation and Funded Status The change in benefit obligation and change in plan assets as of December 31 are as follows: Pension OPEB 2023 2022 2023 2022 Change in benefit obligation: Benefit obligation at beginning of year $ 263.0 $ 360.1 $ 73.7 $ 99.6 Service cost 2.4 4.3 0.1 0.2 Interest cost 14.0 10.3 3.8 2.9 Plan amendments 1.1 — — — Actuarial (gain) loss 10.1 ( 87.7 ) 4.5 ( 23.2 ) Medicare Part D — — 0.3 0.2 Benefits paid ( 18.8 ) ( 24.0 ) ( 6.7 ) ( 6.1 ) Curtailment — — — 0.1 Benefit obligation at end of year $ 271.8 $ 263.0 $ 75.7 $ 73.7 The increases in both the defined benefit plans' and OPEB plans' benefit obligation were mainly driven by the interest cost and actuarial losses in 2023, which were primarily attributable to the increases in the discount rates from fiscal year 2022 to 2023. Pension OPEB 2023 2022 2023 2022 Change in plan assets: Fair value of plan assets at beginning of year $ 216.6 $ 329.7 $ — $ — Actual return on plan assets 20.7 ( 93.3 ) — — Employer contributions 6.3 4.2 6.4 5.9 Medicare Part D subsidy received — — 0.3 0.2 Benefits paid ( 18.8 ) ( 24.0 ) ( 6.7 ) ( 6.1 ) Fair value of assets at end of year $ 224.8 $ 216.6 $ — $ — The change in actual return on plan assets in 2023 was primarily attributable to fluctuations in market prices during the year. Pension OPEB 2023 2022 2023 2022 Funded status of plans: Funded status $ ( 46.9 ) $ ( 46.3 ) $ ( 75.7 ) $ ( 73.7 ) Amounts recognized in the Consolidated Balance Sheets: Current liabilities ( 1.8 ) ( 1.8 ) ( 6.5 ) ( 6.1 ) Non-current liabilities ( 45.1 ) ( 44.5 ) ( 69.2 ) ( 67.6 ) Net amount recognized $ ( 46.9 ) $ ( 46.3 ) $ ( 75.7 ) $ ( 73.7 ) Amounts recognized in accumulated other comprehensive loss (pre-tax): Net loss $ 85.2 $ 86.7 $ 14.8 $ 10.4 Prior service cost (benefit) 1.8 0.8 — — Total $ 87.0 $ 87.5 $ 14.8 $ 10.4 79 CENTURY ALUMINUM COMPANY NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (amounts in millions, except share and per share amounts) Pension Plans That Are Not Fully Funded At December 31, 2023, the projected benefit obligation, accumulated benefit obligation and fair value of plan assets for the pension plans with accumulated benefit obligations in excess of plan assets were $ 271.8 million, $ 267.6 million, and $ 224.8 million, respectively. At December 31, 2022, the projected benefit obligation, accumulated benefit obligation and fair value of plan assets for the pension plans with accumulated benefit obligations in excess of plan assets were $ 263.0 million, $ 258.8 million and $ 216.6 million, respectively. Components of net periodic benefit cost and other amounts recognized in other comprehensive loss: Net Periodic Benefit Cost: Year Ended December 31, Pension OPEB 2023 2022 2021 2023 2022 2021 Service cost $ 2.4 $ 4.3 $ 4.7 $ 0.1 $ 0.2 $ 0.2 Interest cost 14.0 10.3 9.6 3.8 2.9 2.4 Expected return on plan assets ( 15.1 ) ( 23.5 ) ( 22.4 ) — — — Amortization of prior service costs 0.1 0.1 0.1 — ( 1.3 ) ( 3.2 ) Amortization of net loss 6.0 3.5 6.1 0.2 1.3 2.3 Net periodic benefit cost 7.4 ( 5.3 ) ( 1.9 ) 4.1 3.1 1.7 Curtailment benefit (1) — — — — ( 8.9 ) — Total benefit cost $ 7.4 $ ( 5.3 ) $ ( 1.9 ) $ 4.1 $ ( 5.8 ) $ 1.7 (1) During 2022, 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): Year Ended December 31, Pension OPEB 2023 2022 2023 2022 Net loss (gain) $ 4.4 $ 29.0 $ 4.5 $ ( 23.1 ) Prior service cost (benefit) 1.2 — — — Amortization of net loss, including recognition due to settlement ( 6.0 ) ( 3.5 ) ( 0.2 ) ( 1.4 ) Amortization of prior service (cost) benefit, including curtailment ( 0.1 ) ( 0.1 ) — 10.3 Total amount recognized in other comprehensive loss ( 0.5 ) 25.4 4.3 ( 14.2 ) Net periodic benefit cost 7.4 ( 5.3 ) 4.1 ( 5.8 ) Total recognized in net periodic benefit cost and other comprehensive loss $ 6.9 $ 20.1 $ 8.4 $ ( 20.0 ) 80 CENTURY ALUMINUM COMPANY NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (amounts in millions, except share and per share amounts) Weighted average assumptions used to determine benefit obligations at December 31: Pension OPEB 2023 2022 2023 2022 Discount rate (1) 5.19 % 5.50 % 5.19 % 5.57 % Rate of compensation increase (2) 3.5 % 4 %/ 3.5 % 3.5 % 4 %/ 3.5 % Measurement date 12/31/2023 12/31/2022 12/31/2023 12/31/2022 Weighted average assumptions used to determine net periodic benefit cost for the years ended December 31: Pension OPEB 2023 2022 2021 2023 2022 2021 Measurement date 12/31/2022 12/31/2021 12/31/2020 12/31/2022 12/31/2021 12/31/2020 Fiscal year end 12/31/2023 12/31/2022 12/31/2021 12/31/2023 12/31/2022 12/31/2021 Discount rate (1) 5.50 % 2.94 % 2.77 % 5.57 % 2.64 % 1.89 % Rate of compensation increase (2) 4 %/ 3.5 % 3 %/ 3.5 % 3 %/ 3.5 % 4 %/ 3.5 % 3 %/ 3.5 % 3 %/ 3.5 % Expected return on plan assets (3) 7.25 % 7.25 % 7.25 % — % — % — % (1) We use the Ryan Above Median Yield Curve to determine the discount rate. (2) For 2023, the rate of compensation increase is 4.0 % per year for the first year and 3.5 % per year thereafter. For 2022 and 2021, the rate of compensation increase is 3.0 % 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. For measurement purposes, medical cost inflation is initially estimated to be 7.0 %, and 6.5 % for pre- and post-65 participants, respectively, declining to 4.5 % over ten years and continuing thereafter. Benefit Plan Assets Pension Plan Investment Strategy and Policy The Pension Plans’ assets are invested in a prudent manner for the exclusive purpose of providing benefits to participants. Other objectives are to: • Provide a total return that, over the long term, provides sufficient assets to fund the pension plan liabilities subject to a level of risk, contributions and pension expense deemed appropriate by the company. • Minimize, where possible, pension expense volatility, and inclusion of liability driven investing as an investment strategy when appropriate. As the funding ratio improves, the objectives will evolve to minimize the funded status volatility. • Diversify investments within asset classes to reduce the impact of losses in single investments. The assets of the Pension Plans are invested in compliance with ERISA, as amended, and any subsequent applicable regulations and laws. Performance Our performance objective is to outperform the return of weighing passive investment alternatives by the policy target allocations after fees at a comparable level of risk. This investment objective is expected to be achieved over the long term and is measured over rolling multi-year periods. Peer-relative performance comparisons will also be considered especially when performance deviates meaningfully from market indexes. Investment objectives for each asset class are included below. 81 CENTURY ALUMINUM COMPANY NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (amounts in millions, except share and per share amounts) Asset Allocation Policy Asset allocation policy is the principal method for achieving the Pension Plans' investment objectives stated above. The Pension Plans’ weighted average long-term strategic asset allocation policy targets are as follows: Pension Plan Asset Allocation 2023 Target December 31, 2023 December 31, 2022 Return seeking assets: Global equity 50 % 44 % 46 % Diversified credit 15 % 15 % 19 % Real assets 10 % 10 % 14 % Liability hedging assets 25 % 28 % 21 % Cash — % 3 % — % 100 % 100 % 100 % Global equities are held for their long-term expected return premium over fixed income investments and inflation. Fixed income is held for diversification relative to equities, and as a hedging instrument to interest rate volatility for the pension obligation. Diversified Credit and Real Assets are held for diversification relative to equities and for income generation. The strategic role of global equities is to: • Provide higher expected returns of the major asset classes. • Maintain a diversified exposure within global stock markets through the use of multi-manager portfolio strategies. The strategic role of fixed income is to: • Diversify the Pension Plans’ equity exposure by investing in fixed income securities that exhibit a low correlation to equities, thereby lowering the overall return volatility of the entire investment portfolio. • Maintain a diversified exposure within the U.S. fixed income market through the use of portfolio strategies targeting treasury bond exposures. • Hedge the interest rate risk of the pension obligation by investing in securities that target a similar duration to the pension obligation cash flows. The strategic role of diversified credit is to: • Diversify the Pension Plans’ equity exposure by investing in alternative credit securities that exhibit a low correlation to equities, thereby lowering the overall return volatility of the entire investment portfolio. • Maintain a diversified exposure within the alternative credit markets through the use of multi-manager portfolio strategies targeting, but not limited to, securitized credit, high yield securities, and emerging market debt. • Achieve returns in excess of passive indexes through the use of active investment managers and strategies. 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. • Maintain a diversified exposure within the real asset markets through the use of multi-manager portfolio strategies targeting listed and unlisted exposures. 82 CENTURY ALUMINUM COMPANY NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (amounts in millions, except share and per share amounts) • Achieve returns in excess of passive indexes through the use of active investment managers and strategies. The long-term strategic asset allocation policy is reviewed regularly or whenever significant changes occur to Century’s or the Pension Plans' financial position and liabilities. Fair Value Measurements of Pension Plan assets The following table sets forth by level the fair value hierarchy our Pension Plans' assets. These assets are classified in their entirety based on the lowest level of input that is significant to the fair value measurement. Our assessment of the significance of a particular input to the fair value measurement requires judgment, and may affect the valuation of fair value assets and liabilities and the placement within the fair value hierarchy levels. As more fully described within Note 7. Fair Value Measurements , the Company uses a three-level fair value hierarchy that prioritizes the inputs used to measure fair values. The fair value hierarchy provides transparency regarding the inputs we use to measure fair value. We categorize each fair value measurement in its entirety into the following three levels, based on the lowest level input that is significant to the entire measurement: • Level 1 Inputs – quoted prices (unadjusted) in active markets for identical assets or liabilities that the reporting entity can access at the measurement date. • Level 2 Inputs – inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly. • Level 3 Inputs – unobservable inputs for the asset or liability. The following summarizes the Company’s Pension Plans' assets fair value by asset category: As of December 31, 2023 Level 1 Level 2 Level 3 Assets measured at NAV Total Cash and cash equivalents $ — $ — $ — $ 4.6 $ 4.6 Global Equity — — — 100.0 100.0 Diversified Credit — — — 34.7 34.7 Real Assets — — — 22.8 22.8 Liability hedging assets — — — 62.7 62.7 Total plan assets fair value $ — $ — $ — $ 224.8 $ 224.8 As of December 31, 2022 Cash and cash equivalents $ — $ — $ — $ 1.3 $ 1.3 Global Equity — — — 99.0 99.0 Diversified Credit — — — 40.1 40.1 Real Assets — — — 30.4 30.4 Liability hedging assets — — — 45.8 45.8 Total plan assets fair value $ — $ — $ — $ 216.6 $ 216.6 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. Our other postretirement benefit plans are unfunded. We fund these benefits as the retirees submit claims. 83 CENTURY ALUMINUM COMPANY NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (amounts in millions, except share and per share amounts) Pension and OPEB Cash Flows During 2023 and 2022, we made contributions of approximately $ 6.3 million and $ 4.2 million, respectively, to the qualified defined benefit and SERB plans we sponsor and $ 6.4 million and $ 5.9 million, respectively, to the other postretirement benefit plans. We expect to make the following contributions for 2024: 2024 Expected pension plan contributions $ 4.5 Expected OPEB benefits payments 6.5 Estimated Future Benefit Payments The following table provides the estimated future benefit payments for the pension and other postretirement benefit plans: Pension Benefits OPEB Benefits 2024 $ 19.2 $ 6.5 2025 19.4 6.4 2026 19.5 6.4 2027 19.3 6.4 2028 19.5 6.2 2029 – 2033 95.9 29.1 Participation in Multi-employer Pension Plans The union-represented employees at Hawesville are part of a United Steel, Paper and Forestry, Rubber, Manufacturing, Energy, Allied Industrial and Service Workers International Union ("USWA") sponsored multi-employer plan. Our contributions to the plan are determined at a fixed rate per hour worked. Currently, we do not have any plans to withdraw from or curtail participation in this plan. The risks of participating in a multi-employer plan are different from single-employer plans in the following respects: • Assets contributed to the multi-employer plan by one employer may be used to provide benefits to employees of other participating employers. • If a participating employer stops contributing to the plan, the unfunded obligations of the plan may be borne by the remaining participating employers. • If a participating employer chooses to stop participating in a multi-employer plan, the employer may be required to pay the plan an amount based on the underfunded status of the plan, referred to as a withdrawal liability. 84 CENTURY ALUMINUM COMPANY NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (amounts in millions, except share and per share amounts) Century’s participation in the plan for the year ended December 31, 2023, is outlined in the table below. Fund Steelworkers Pension Trust EIN / PN 23-6648508 / 499 Pension Protection Act Zone Status 2022 (1) Green Pension Protection Act Zone Status 2021 (1) Green Subject to Financial Improvement/Rehabilitation Plan (2) No Contributions of Century Aluminum 2023 $ 0.2 Contributions of Century Aluminum 2022 $ 1.6 Contributions of Century Aluminum 2021 $ 1.7 Withdrawal from Plan Probable No Surcharge Imposed No Expiration Date of Collective Bargaining Agreement (2) March 31, 2026 (1) The most recent Pension Protection Act zone status available in 2023 and 2022 is for the plan's year-end December 31, 2022 and December 31, 2021, respectively. The zone status is based on information that Century received from the plan as well as publicly available information per the Department of Labor and is certified by the plan’s actuary. Among other factors, plans in the green zone are at least 80 percent funded. (2) The “Subject to Financial Improvement / Rehabilitation Plan” column indicates plans for which a financial improvement plan (FIP) or a rehabilitation plan (RP) is either pending or has been implemented. The last column lists the expiration date(s) of the collective-bargaining agreement(s) to which the plans are subject. Century 401(k) Plans We sponsor a tax-deferred savings plan under which eligible domestic employees may elect to contribute specified percentages of their compensation with Century. We match a portion of participants' contributions to the savings plan. Employee and matching contributions are considered fully vested immediately upon participation in the plan. Concurrent with the 2014 amendment to the Salaried Pension Plan that eliminated future accruals for participants who are under age 50 as of January 1, 2015 and closed the plan to new entrants, the Company increased the proportional match of contributions made to those affected by the amendment. The expense related to the plan was $ 5.8 million, $ 6.0 million, and $ 5.3 million for 2023, 2022, and 2021, respectively. 14. Share-based Compensation Amended and Restated Stock Incentive Plan. 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 3,659,885 shares remaining at December 31, 2023. Long-Term Incentive Plan . We also grant annual long-term incentive awards under our Amended and Restated Long-Term Incentive Plan (the "LTIP"). The LTIP is designed to provide senior-level employees the opportunity to earn long-term incentive awards through the achievement of performance goals and to align compensation with the interests of our stockholders. This is achieved by linking compensation to share price appreciation and total stockholder return over a multi-year period. Awards made under the LTIP are granted subject to the Stock Incentive Plan to the extent the award is deliverable in stock. We provide two types of LTIP awards: 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 $ 3.3 million and $ 1.7 million as of December 31, 2023 and 2022, respectively. Both the PSUs and RSUs vest, in their entirety, after three years . 85 CENTURY ALUMINUM COMPANY NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (amounts in millions, except share and per share amounts) Service-based share awards Number Outstanding at January 1, 2023 739,356 Granted 766,929 Vested ( 293,404 ) Forfeited ( 56,107 ) Outstanding at December 31, 2023 1,156,774 Performance-based share awards Number Outstanding at January 1, 2023 444,056 Granted 407,808 Vested ( 45,605 ) Forfeited ( 203,695 ) Outstanding at December 31, 2023 602,564 Year ended December 31, Service-based share awards 2023 2022 2021 Weighted average per share fair value of service-based share grants $ 12.58 $ 17.30 $ 9.97 Fair Value Measurement of Share-Based Compensation Awards. We estimate the fair value of each stock option award using the Black-Scholes model on the date of grant. Our last grant of stock options, awarded in 2009, expired in May 2019. We have not granted any stock options since 2009. For our service-based awards, fair value is equal to the closing stock price on the date of grant. 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, 2023, 2022 and 2021 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. Year ended December 31, 2023 2022 2021 Share-based compensation (benefit) expense reported: Performance-based share (benefit) expense $ 2.0 $ ( 5.0 ) $ 12.5 Service-based share expense 4.6 4.4 8.3 Total share-based compensation (benefit) expense before income tax 6.6 ( 0.6 ) 20.8 Income tax — — — Total share-based compensation (benefit) expense, net of income tax $ 6.6 $ ( 0.6 ) $ 20.8 No share-based compensation cost was capitalized during these periods and there were no significant modifications of any share-based awards in 2023, 2022 and 2021. As of December 31, 2023, we had unrecognized compensation cost of $ 10.4 million before taxes. This cost will be recognized over a weighted average period of 1.8 years. 15. Earnings Per Share Basic EPS amounts are calculated by dividing net income (loss) allocated to common stockholders by the weighted average number of common shares outstanding. Diluted EPS amounts assume the issuance of common stock for all potentially dilutive common shares outstanding. 86 CENTURY ALUMINUM COMPANY NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (amounts in millions, except share and per share amounts) The following table shows the basic and diluted earnings (loss) per share for 2023, 2022, and 2021: For the year ended December 31, 2023 Net Loss Shares (in millions) Per Share Net loss attributable to Century stockholders $ ( 43.1 ) Amount allocated to common stockholders 100 % Basic and Diluted EPS: (1) $ ( 43.1 ) 92.4 $ ( 0.47 ) For the year ended December 31, 2022 Net Loss Shares (in millions) Per Share Net loss attributable to Century stockholders $ ( 14.1 ) Amount allocated to common stockholders 100 % Basic and Diluted EPS: (1) $ ( 14.1 ) 91.4 $ ( 0.15 ) For the year ended December 31, 2021 Net Loss Shares (in millions) Per Share Net loss attributable to Century stockholders $ ( 167.1 ) Amount allocated to common stockholders 100 % Basic and Diluted EPS: (1) $ ( 167.1 ) 90.2 $ ( 1.85 ) Securities excluded from the calculation of diluted EPS (in millions) (1) : 2023 2022 2021 Share-based compensation 1.0 1.7 2.7 Convertible preferred shares 5.4 5.8 6.3 Convertible senior notes 4.6 4.6 4.8 (1) In periods when we report a net loss, all share-based compensation awards, convertible preferred shares and convertible senior notes are excluded from the calculation of diluted weighted average shares outstanding because of their anti-dilutive effect on earnings (loss) per share. 16. Income Taxes The components of pre-tax book income (loss) consist of the following: Year Ended December 31, 2023 2022 2021 U.S. $ 78.0 $ ( 193.6 ) $ ( 250.5 ) Foreign ( 144.8 ) 227.0 52.9 Total $ ( 66.8 ) $ 33.4 $ ( 197.6 ) 87 CENTURY ALUMINUM COMPANY NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (amounts in millions, except share and per share amounts) Significant components of income tax expense consist of the following: Year Ended December 31, 2023 2022 2021 Current: U.S. federal current expense (benefit) $ 0.5 $ — $ — State current expense (benefit) — 0.2 — Foreign current expense (benefit) 15.8 4.0 0.1 Total current expense (benefit) 16.3 4.2 0.1 Deferred: U.S. federal deferred benefit ( 0.3 ) ( 0.3 ) ( 0.2 ) State deferred benefit ( 0.1 ) — — Foreign deferred tax (benefit) expense ( 30.5 ) 43.5 ( 30.5 ) Total deferred (benefit) expense ( 30.9 ) 43.2 ( 30.7 ) Total income tax (benefit) expense $ ( 14.6 ) $ 47.4 $ ( 30.6 ) A reconciliation of the statutory U.S. Federal income tax rate to the effective income tax rate on income (loss) is as follows: Year Ended December 31, 2023 2022 2021 Federal Statutory Rate 21.0 % 21.0 % 21.0 % Permanent differences 1.1 ( 15.2 ) ( 0.3 ) State taxes, net of Federal benefit ( 0.1 ) 0.1 — Rate change ( 0.3 ) 0.4 2.5 Foreign earnings taxed at different rates than U.S. 2.0 ( 0.8 ) ( 3.9 ) Valuation allowance 3.6 ( 4.2 ) ( 15.9 ) Helguvik investment — — 26.4 Foreign dividends and inclusions ( 12.7 ) 122.9 ( 10.1 ) Net operating loss expiration and remeasurement ( 8.0 ) 43.1 ( 5.2 ) Filing differences 0.6 ( 19.1 ) ( 0.1 ) Changes in uncertain tax reserves ( 1.3 ) ( 5.3 ) 1.3 Advanced Manufacturing Production Credit 18.6 — — Other ( 2.7 ) ( 0.9 ) ( 0.2 ) Effective tax rate 21.8 % 142.0 % 15.5 % The effective tax rate for the year ending December 31, 2023 was 21.8 % compared to the statutory US tax rate of 21%. The increase is primarily a result of the calculated foreign inclusions, partially offset by the non-taxable benefit of the Advanced Manufacturing Credit under Section 45X discussed below. In August 2022, President Biden signed the IRA into law. The IRA provides several tax incentives to promote clean energy and the production of critical minerals in the U.S., including a refundable tax credit, pursuant to Section 45X of the Internal Revenue Code. Tax credits, such as refundable credits whose realization does not depend on the entity’s generation of taxable income like the refundable tax credit provided by the IRA are not considered an element of income tax accounting under ASC 740. After considering US GAAP, the Company has concluded it is appropriate to apply IAS 20, Accounting for Government Grants and Disclosure of Government Assistance , to account for the refundable tax credit as an income grant. Section 45X of the IRA contains a production tax credit equal to 10% of certain eligible production costs, including, without limitation, labor, energy, depreciation and amortization and overhead expenses. On December 14, 2023, the U.S. Department of the Treasury and the Internal Revenue Service released proposed rules to provide guidance on the production tax 88 CENTURY ALUMINUM COMPANY NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (amounts in millions, except share and per share amounts) credit requirements under Internal Revenue Code Section 45X (the “Proposed Regulations”). The Proposed Regulations provide guidance on rules that taxpayers must satisfy to qualify for the Section 45X tax credit. For the year ended December 31, 2023, we recognized $ 56.5 million as a reduction in Cost of goods sold and $ 2.8 million as a reduction in Selling, general and administrative expenses on the Consolidated Statements of Operations and recorded an equal amount as a Manufacturing credit receivable on the Consolidated Balance Sheets. In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures ("ASU 2023-09"). ASU 2023-09 enhanced annual disclosures regarding the rate reconciliation and income taxes paid information. For public business entities, ASU 2023-09 is effective for annual periods beginning after December 15, 2024. The Company is evaluating the impact of this guidance on its consolidated financial statements and related disclosures. 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. 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 significant components of our deferred tax assets and liabilities as of December 31 are as follows: 2023 2022 Deferred tax assets: Accrued postretirement benefit cost $ 30.7 $ 25.7 Net operating losses 467.6 395.8 Disallowed interest expense 29.2 27.7 Derivative and hedging contracts 1.2 — Fixed asset tax over book basis 9.2 17.0 Other 28.3 26.1 Total deferred tax assets 566.2 492.3 Valuation allowance ( 537.6 ) ( 487.9 ) Net deferred tax assets $ 28.6 $ 4.4 Deferred tax liabilities: Fixed asset book over tax basis ( 62.0 ) ( 60.5 ) Derivatives — ( 19.0 ) Foreign basis differences ( 18.1 ) ( 19.8 ) Other ( 20.6 ) ( 7.9 ) Total deferred tax liabilities ( 100.7 ) ( 107.2 ) Net deferred tax liability $ ( 72.1 ) $ ( 102.8 ) We regularly assess the likelihood that deferred tax assets will be recovered from future taxable income. To the extent we believe that it is more likely than not that a deferred tax asset will not be realized, a valuation allowance is established. When a valuation allowance is established or increased, an income tax charge is included in the consolidated statement of operations and net deferred tax assets are adjusted accordingly. Future changes in tax laws, statutory tax rates and taxable income levels could result in actual realization of the deferred tax assets being materially different from the amounts provided for in the consolidated financial statements. 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. We have a valuation allowance of $ 537.6 million recorded against our net U.S. and Jamaican deferred tax assets, and a portion of our Icelandic deferred tax assets as of December 31, 2023. The 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. The change in net operating losses, fixed asset book over tax basis, and the related valuation allowances, were the result of purchase accounting adjustments related to the acquisition of Jamalco, which was offset by a decrease in deferred tax liabilities primarily related to the Company's hedging derivatives. 89 CENTURY ALUMINUM COMPANY NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (amounts in millions, except share and per share amounts) The changes in the valuation allowance are as follows: Year Ended December 31, 2023 2022 2021 Beginning balance, valuation allowance $ 487.9 $ 485.8 $ 499.4 Remeasurement of deferred tax assets — — — Release of valuation allowance — — — Expiration of net operating losses ( 7.2 ) ( 15.4 ) ( 13.2 ) Other change in valuation allowance 56.9 17.5 ( 0.4 ) Ending balance, valuation allowance $ 537.6 $ 487.9 $ 485.8 The significant components of our NOLs are as follows: 2023 2022 Federal (1) $ 1,533.5 $ 1,487.8 State (2) 1,221.0 1,182.7 Foreign (3)(4) 344.4 106.0 (1) US federal NOLs begin to expire in 2028. (2) US state NOLs begin to expire in 2027. (3) NOLs in Iceland expire between 2024 and 2026. (4) NOLs in Jamaica do not expire. Our ability to utilize our deferred tax assets to offset future federal taxable income may be significantly limited if we experience an "ownership change" as defined in the Code. In general, an ownership change would occur if our "five-percent shareholders," as defined under the Code, collectively increase their ownership in us by more than 50 percentage points over a rolling three-year period. Future transactions in our stock that may not be in our control may cause us to experience such an ownership change and thus limit our ability to utilize net operating losses, tax credits and other tax assets to offset future taxable income. A reconciliation of the beginning and ending amounts of gross unrecognized tax benefits (excluding interest) is as follows: 2023 2022 2021 Balance as of January 1, $ 2.2 $ 4.0 $ 6.5 Additions based on tax positions related to the current year 1.3 0.3 — Decreases due to lapse of applicable statute of limitations ( 0.5 ) ( 2.1 ) ( 2.5 ) Settlements — — — Balance as of December 31, $ 3.0 $ 2.2 $ 4.0 As of December 31, 2023, the Company’s gross unrecognized tax benefits totaled $ 3.0 million. After considering the deferred tax accounting impact, it is expected that about $ 1.4 million of the total as of December 31, 2023 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. 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. federal jurisdiction, various state and local jurisdictions, and several foreign jurisdictions. 90 CENTURY ALUMINUM COMPANY NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (amounts in millions, except share and per share amounts) Our federal income tax returns have been reviewed by the IRS through 2010. However, we have NOLs beginning in 2008 that are available for carryforward to future years. Under U.S. tax law, NOLs may be adjusted by the IRS until the statute of limitations expires for the year in which the NOL is used. Accordingly, our 2008 and later NOLs may be reviewed until they are used or expire. We are subject to examination by tax authorities according to statutory periods defined in each jurisdiction. The earliest statutory period open is beginning in 2018. 17. Commitments and Contingencies We have pending against us or may be subject to various lawsuits, claims and proceedings related primarily to employment, commercial, stockholder, environmental, safety and health matters and are involved in other matters that may give rise to contingent liabilities. While the results of such matters and claims cannot be predicted with certainty, we believe that the ultimate outcome of any such matters and claims will not have a material adverse impact on our financial condition, results of operations or liquidity. However, because of the nature and inherent uncertainties of litigation and estimating liabilities, should the resolution or outcome of these actions be unfavorable, our business, financial condition, results of operations and liquidity could be materially and adversely affected. In evaluating whether to accrue for losses associated with legal or environmental contingencies, it is our policy to take into consideration factors such as the facts and circumstances asserted, our historical experience with contingencies of a similar nature, the likelihood of our prevailing and the severity of any potential loss. For some matters, no accrual is established because we have assessed our risk of loss to be remote. Where the risk of loss is probable and the amount of the loss can be reasonably estimated, we record an accrual, either on an individual basis or with respect to a group of matters involving similar claims, based on the factors set forth above. While we regularly review the status of, and our estimates of potential liability associated with, contingencies to determine the adequacy of any associated accruals and related disclosures, the ultimate amount of loss may differ from our estimates. Legal Contingencies Ravenswood Retiree Medical Benefits changes In November 2009, Century Aluminum of West Virginia ("CAWV") filed a class action complaint for declaratory judgment against the United Steel, Paper and Forestry, Rubber, Manufacturing, Energy, Allied Industrial and Service Workers International Union ("USW"), the USW’s local and certain CAWV retirees, individually and as class representatives ("CAWV Retirees"), seeking a declaration of CAWV’s rights to modify/terminate retiree medical benefits. Later in November 2009, the USW and representatives of a retiree class filed a separate suit against CAWV, Century Aluminum Company, Century Aluminum Master Welfare Benefit Plan, and various John Does with respect to the foregoing. On August 18, 2017, the District Court for the Southern District of West Virginia approved a settlement agreement in respect of these actions, pursuant to which agreement, CAWV agreed to make payments into a trust for the benefit of the CAWV Retirees in the aggregate amount of $ 23.0 million over the course of 10 years. Upon approval of the settlement, we paid $ 5.0 million to the aforementioned trust in September 2017 and recognized a gain of $ 5.5 million to arrive at the-then net present value of $ 12.5 million. CAWV has agreed to pay the remaining amounts under the settlement agreement in annual increments of $ 2.0 million for nine years . As of December 31, 2023, $ 2.0 million was recorded in other current liabilities and $ 3.3 million was recorded in other liabilities. PBGC Settlement 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"). Pursuant to the terms of the PBGC Settlement Agreement, we agreed to make additional contributions (above any minimum required contributions) to our defined benefit pension plans totaling approximately $ 17.4 million. Under certain circumstances, in periods of lower primary aluminum prices relative to our cost of operations, we were able to defer one or more of these payments, provided that we provide the PBGC with acceptable security for such deferred payments. We did no t make any contributions for the three or nine month periods ended September 30, 2021, and 2020. 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 (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 91 CENTURY ALUMINUM COMPANY NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (amounts in millions, except share and per share amounts) certain terms and conditions are met in such amendment. As of December 31, 2023, we have made contributions of $ 6.9 million related to the Amended PBGC Settlement Agreement. Power Commitments and Contingencies Hawesville Hawesville has a power supply arrangement with Kenergy and Century Marketer, LLC (“Century Marketer"), Century's wholly-owned subsidiary that acts as a MISO market participant. Under this arrangement, Hawesville gets access to power at Midcontinent Independent System Operator ("MISO") pricing plus transmission and other costs. As the MISO Market Participant, Century Marketer purchases power from MISO for resale to Kenergy, which then resells the power to Hawesville. The power supply arrangement with Kenergy has an effective term through May 2028. Sebree Sebree has a power supply arrangement with Kenergy and Century Marketer, LLC (“Century Marketer"), Century's wholly-owned subsidiary that acts as a MISO market participant. Under this arrangement, Sebree gets access to power at Midcontinent Independent System Operator ("MISO") pricing plus transmission and other costs. As the MISO Market Participant, Century Marketer purchases power from MISO for resale to Kenergy, which then resells the power to Sebree. The power supply arrangement with Kenergy has an effective term through May 2028. Mt. Holly CASC has a power supply agreement with Santee Cooper that has an effective term from January 1, 2024 and runs through December 2026. 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. Grundartangi 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. These power purchase agreements expire on various dates from 2026 through 2036 (subject to extension). The power purchase agreements with HS and OR provide power at LME-based variable rates for the duration of these agreements. 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, including the casthouse project. 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 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, 2023, 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 92 CENTURY ALUMINUM COMPANY NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (amounts in millions, except share and per share amounts) 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, 2023 and 2022. 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: December 31, Offsetting of financial instruments and derivatives Balance sheet location 2023 2022 Contingent obligation – principal Other liabilities $ ( 12.9 ) $ ( 12.9 ) Contingent obligation – accrued interest Other liabilities ( 18.0 ) ( 16.6 ) Contingent obligation – derivative asset Other liabilities 30.9 29.5 $ — $ — Labor Commitments The bargaining unit employees at our Grundartangi, Vlissingen, Hawesville, Sebree and Jamalco facilities are represented by labor unions, representing approximately 60 % of our total workforce. Approximately 87 % of Grundartangi’s work force is represented by five labor unions, governed by a labor agreement that establishes wages and work rules for covered employees. This agreement is effective through December 31, 2024. 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 May 31, 2024. Approximately 42 % of our U.S. 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. 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, 2028. Mt. Holly employees are not represented by a labor union. Approximately 62 % of Jamalco's work force is represented by the Union of Technical, Administrative, and Supervisory Personnel ("UTASP") through separately labor agreements for hourly and salaried employee groups. Both contracts are effective through December 31, 2023. Jamalco is currently in the process of negotiating new contracts with both the salaried and hourly employee groups. 93 CENTURY ALUMINUM COMPANY NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (amounts in millions, except share and per share amounts) 18. Asset Retirement Obligations The reconciliation of the changes in our AROs is presented below: Year ended December 31, 2023 2022 Beginning balance $ 21.2 $ 20.7 Additional ARO liabilities incurred 3.1 3.8 ARO liabilities settled ( 1.5 ) ( 4.6 ) Accretion expense 2.0 1.9 Acquired ARO liabilities (See Note 2) 23.9 — Revisions in estimated cash flows 2.4 ( 0.6 ) Ending balance $ 51.1 $ 21.2 Current portion of asset retirement obligations (1) 1.6 1.6 Asset retirement obligations - less current portion $ 49.5 $ 19.6 (1) Current portion of asset retirement obligations is recorded in accrued and other current liabilities. 19. Business Segments Century Aluminum is a producer of primary aluminum, which trades as a global commodity, and owns a 55 % interest in a bauxite mining and alumina refinery joint venture. 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. Each of our operating primary aluminum smelters and our bauxite and alumina refinery meets the definition of an operating segment. We evaluated the similar economic and other characteristics, including nearly identical products, production processes, customers and distribution and have aggregated our five operating segments into one reportable segment, primary aluminum, based on these factors. In addition, all of our operating segments share several key economic factors inherent in their common products and production processes. For example, all of our facilities' revenue is based on market pricing. Our facilities have a similar customer base and utilize similar distribution methods to ship products. A reconciliation of our consolidated assets to the total of primary aluminum segment assets is provided below. Segment assets (1) 2023 2022 2021 Primary $ 1,808.1 $ 1,432.4 $ 1,513.3 Corporate, unallocated 38.4 39.6 56.6 Total assets $ 1,846.5 $ 1,472.0 $ 1,569.9 (1) Segment assets include accounts receivable, due from affiliates, prepaid and other current assets, leases - right of use assets, inventory, intangible assets and property, plant and equipment, net; the remaining assets are unallocated corporate assets. 94 CENTURY ALUMINUM COMPANY NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (amounts in millions, except share and per share amounts) Geographic information Our net sales are attributed to geographic area based on the location of the selling operation. Included in the consolidated financial statements are the following amounts related to geographic locations: 2023 2022 2021 Net sales: (1) United States $ 1,358.6 $ 1,737.2 $ 1,413.0 Iceland 826.8 1,040.1 799.5 Long-lived assets: (2) United States $ 219.1 $ 244.9 $ 400.1 Iceland 529.4 491.0 490.1 Jamaica 275.8 — — Other 55.1 58.3 61.5 (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. Major customer information Revenues from one customer in 2023 and two customers in 2022 and 2021 exceeded 10% of our net sales . A loss of these customers could have a material adverse effect on our results of operations. The net sales related to the customers is as follows: Year Ended December 31, 2023 2022 2021 Glencore $ 1,612.1 $ 1,671.1 $ 1,337.0 Southwire — 331.3 304.6 20. Derivatives As of December 31, 2023, we had an open position of 36,633 tonnes related to LME forward financial sales contracts to fix the forward LME aluminum price. These contracts are expected to settle monthly through December 2024. 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, 2023, we had 318 tonnes related to fixed for floating swaps that will settle monthly through February 2024. We previously 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 settled in Euros; therefore, we entered into financial contracts to hedge the risk of fluctuations associated with the Euro ("FX swaps"). During the third quarter of 2022, we entered certain floating Nord Pool financial contracts to unwind a portion of our fixed contract position, making us predominantly hedged against Nord Pool power price fluctuations during 2023. As of December 31, 2023, we had no open Nord Pool power price swaps. We previously 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"). As of December 31, 2023, we had no open Indiana Hub power price swaps. We have entered into forward contracts to hedge the risk of fluctuations associated with the Icelandic Krona (ISK) and Euro for contracts related to the construction of the Grundartangi casthouse and the Sebree casthouse project denominated in these currencies ("casthouse currency hedges"). As of December 31, 2023, we had an open position related to the ISK casthouse swaps of kr 397.0 million and an open position related to the Euro casthouse swaps of € 1.8 million that will settle through January 2024. 95 We previously entered into financial contracts to hedge a portion of our exposure at our operations to the NYMEX Henry Hub (“NYMEX Henry Hub natural gas price swaps”). The natural gas volume is measured per million British Thermal Units ("MMBtu"). As of December 31, 2023, we had no open NYMEX Henry Hub natural gas price swaps. We have entered into financial contracts to hedge a portion of our exposure at our operations to Heavy Fuel Oil (“HFO price swaps”). The HFO volume is measured per barrel. As of December 31, 2023, we had an open position of 180,000 barrels. The HFO price swaps are expected to settle monthly through March 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, 2023 and December 31, 2022, we had no recorded restricted cash 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, 2023 and 2022, respectively: Asset Fair Value 2023 2022 Commodity contracts (1) $ 2.9 $ 129.1 Foreign exchange contracts (2) — — Total $ 2.9 $ 129.1 Liability Fair Value 2023 2022 Commodity contracts (1) 7.8 23.7 Foreign exchange contracts (2) 0.1 7.3 Total $ 7.9 $ 31.0 (1) Commodity contracts reflect our outstanding LME forward financial sales contracts, fixed for floating swaps, Nord Pool power price swaps, HFO price swaps and Indiana Hub power price swaps. At December 31, 2023, $ 6.4 million of Due to affiliates was related to commodity contract liabilities with Glencore. 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. (2) Foreign exchange contracts reflect our outstanding FX swaps and casthouse currency hedges. The following table summarizes the net gain (loss) on forward and derivative contracts for the years ended December 31, 2023, 2022, and 2021: Year Ended December 31, 2023 2022 2021 Commodity contracts (1) $ 63.5 $ 206.6 $ ( 208.0 ) Foreign exchange contracts ( 1.7 ) ( 9.4 ) ( 4.4 ) Total $ 61.8 $ 197.2 $ ( 212.4 ) (1) For the years ended December 31, 2023, 2022, and 2021, $ 0.6 million, $( 13.3 ) million, and $ 116.9 million of net gain (loss), respectively, was with Glencore. 96 Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure Not applicable.