What changed in this filing

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Item 1. Business

2025-03-03 compared with 2024-03-15 · 58 added, 70 removed, 220 unchanged (37% of the section changed)

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Aluminum is an internationally traded commodity, and its price is effectively determined on the London Metal Exchange (the "LME"), plus applicable regional and value-added product premiums.

Our primary aluminum reduction facilities produce standard-grade and value-added primary aluminum products.

Our smelters produce standard-grade and value-added primary aluminum products.

Our current annual production capacity is approximately 1,020,000 tonnes per year ("tpy"), of which approximately 308,000 tpy was curtailed as of December 31, 2024 .

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(1) The tonnes per year (tpy) figures in this column reflect an estimate of the facility's total production capacity based on plant design, historical operating results and operating efficiencies and does not necessarily represent each facility’s maximum production capability.

The Grundartangi facility, located in Grundartangi, Iceland, is a primary aluminum reduction facility owned and operated by our wholly-owned subsidiary, Nordural Grundartangi ehf, and is our most modern facility.

Grundartangi is currently in the process of a multi-year expansion project to raise its production capacity.

The current production capacity at Grundartangi is approximately 317,000 tonnes and is expected ultimately to increase to approximately 325,000 tonnes.

The Grundartangi facility, located in Grundartangi, Iceland, is a primary aluminum smelter owned and operated by our wholly-owned subsidiary, Nordural Grundartangi ehf.

Grundartangi is our most modern facility with a current production capacity of approximately 320,000 tonnes.

Grundartangi produces standard-grade aluminum ingot and a value-added product called primary foundry alloy, which is sold at a premium to standard-grade aluminum.

In late 2021 Century began construction of a new billet casthouse at Grundartangi (the “Casthouse Project”).

The new casthouse will have a capacity to turn 150,000 tonnes of Grundartangi's existing primary aluminum production into value-added billet and is expected to start production in the first quarter of 2024.

The Casthouse Project will also increase Grundartangi’s annual capacity to produce value-added primary foundry alloys from its current 60,000 tonnes of capacity to 120,000 tonnes of capacity.

In 2024, Century completed construction of a new billet casthouse at Grundartangi (the “Casthouse Project”).

The new billet casthouse has the capacity to produce 150,000 tonnes of value-added billet.

The Casthouse Project will also increase Grundartangi’s annual capacity to produce value-added primary foundry alloys from 60,000 tonnes of capacity to 120,000 tonnes of capacity.

This incremental billet and primary foundry alloy capacity displaces standard-grade ingot production, raising expected total value-added product premiums for Grundartangi products.

The billet produced at the Grundartangi casthouse is expected to be low-carbon aluminum or Natur-Al TM .

Hawesville, located adjacent to the Ohio River near Hawesville, Kentucky, is a primary aluminum reduction facility owned and operated by our wholly-owned subsidiary, Century Kentucky, Inc.

The billet produced at the Grundartangi casthouse is expected to be Natur-Al TM branded billet, our low-carbon aluminum brand .

Hawesville, located adjacent to the Ohio River near Hawesville, Kentucky, is a primary aluminum smelter owned by our wholly-owned subsidiary, Century Kentucky, Inc.

Hawesville has an annual production capacity of approximately 250,000 tonnes of primary aluminum.

In August 2022, we fully curtailed production at the Hawesville facility and expect to continue to maintain the plant with the intention of being able to restart operations if and when market conditions permit, including the resumption of normalized energy prices and aluminum prices maintaining levels that can support the on-going costs and capital expenditures necessary to restart and operate the plant.

Sebree, located adjacent to the Green River near Robards, Kentucky, is a primary aluminum reduction facility owned and operated by our wholly-owned subsidiary, Century Aluminum Sebree LLC ("Century Sebree").

In August 2022, we fully curtailed production at the Hawesville facility.

We continue to explore all options related to the Hawesville facility, and have engaged financial advisors and launched a formal process to evaluate strategic alternatives and potential value to help us in our overall evaluation of this asset .

Sebree, located adjacent to the Green River near Robards, Kentucky, is a primary aluminum smelter owned and operated by our wholly-owned subsidiary, Century Aluminum Sebree LLC ("Century Sebree").

Sebree has an annual production capacity of approximately 220,000 tonnes of primary aluminum.

Sebree produces standard-grade aluminum that can be cast into sow and value-added products, including billet, that are sold at a premium to standard-grade aluminum or delivered directly to nearby customers as molten metal.

Holly, located in Goose Creek, South Carolina, is a primary aluminum reduction facility owned and operated by our wholly-owned subsidiary, Century Aluminum of South Carolina, Inc.

Holly, located in Goose Creek, South Carolina, is a primary aluminum smelter owned and operated by our wholly-owned subsidiary, Century Aluminum of South Carolina, Inc.

Holly has an annual production capacity of approximately 230,000 tonnes of primary aluminum.

In December 2020, we began a multi-year project to restore previously curtailed capacity at Mt.

The initial phase was completed in the second quarter of 2022 and returned annual production capacity to approximately 172,000 MT per annum (75% of capacity).

Business - Key Production Costs - Electrical Power Supply Agreements below for further discussion of our power arrangements at Mt.

The initial phase was completed in 2022 and returned annual active production capacity to approximately 172,000 MT per annum (75% of capacity).

Any potential future restart of Mt.

Holly's curtailed capacity will be made in the context of then-current market conditions

Holly produces standard-grade aluminum that is cast into sow as well as several value-added products, including billet and foundry products.

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Vlissingen has an annual carbon anode production capacity of approximately 163,000 tonnes.

We acquired Vlissingen in 2012 and restarted the facility in late 2013 with an initial carbon anode production capacity of 75,000 tonnes.

Since the acquisition, we have completed a variety of expansion projects and efficiency programs in order to more than double the plant's production capacity.

With these expansion projects and efficiency programs in place, we expect Vlissingen will be able to supply approximately 93% to 98% of Grundartangi’s carbon anodes requirements at current production levels.

Vlissingen supplies anodes primarily to our Grundartangi smelter, meeting 93% to 98% of Grundartangi’s carbon anodes requirements at current production levels.

Each of our smelters in the United States produces anodes at on-site facilities.

Bauxite Mining and Alumina Refining Facility

On May 2, 2023, our wholly-owned subsidiary, Century Aluminum Jamaica Holdings, Inc., acquired for $1.00 a 55% interest in Jamalco, an unincorporated joint venture with Clarendon Alumina Production Limited ("CAP"), which is owned by the Government of Jamaica.

In May 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, an unincorporated joint venture with the Government of Jamaica through its controlled entity Clarendon Alumina Production Limited ("CAP").

Jamalco is engaged in bauxite mining and alumina refining in Jamaica.

The Company's newly

acquired, wholly-owned subsidiary, General Alumina Jamaica Limited, is the managing partner of the Jamalco joint venture.

Jamalco has alumina production capacity of approximately 1.4 million tonnes, and produced approximately 1.0 million tonnes of alumina in 2023.

For the period from May 2, 2023 to December 31, 2023 approximately 287,000 tonnes, or 29% of Jamalco's alumina production was sold to Grundartangi.

Our historical financial statements for periods prior to May 2, 2023 do not include the results of Jamalco.

The Company's wholly-owned subsidiary, General Alumina Jamaica Limited, is the managing partner of the Jamalco joint venture.

Jamalco has alumina production capacity of approximately 1.4 million tonnes, and produced approximately 1.1 million tonnes of alumina in 2024 and approximately 1.0 million tonnes of alumina in 2023.

Refer to Note 2.

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Glencore beneficially owns 42.9% of our outstanding common stock (45.8% on a fully diluted basis).

Related Party Tr ansactions to the consolidated financial statements included herein for additional information concerning our relationship with Glencore.

Related Party Transactions to the consolidated financial statements included herein for additional information concerning our relationship with Glencore.

We currently have agreements in place to sell a substantial portion of our 2025 production to Glencore.

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Key Production Costs

Alumina, electrical power, carbon products, caustic soda, natural gas, heavy fuel oil and labor are the principal components of our cost of production.

Alumina, electrical power, carbon products, labor, and other controllable costs are the principal components of our cost of production.

These components together represented over 76% of our cost of goods sold for the year ended December 31, 2024.

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Alumina Supply Agreements

For the year ended December 31, 2024, approximately 327,000 tonnes, or 30% of Jamalco's alumina production, was sold to our aluminum smelters.

For the period from May 2, 2023 to December 31, 2023 approximately 287,000 tonnes, or 42% of Jamalco's alumina production was sold to Grundartangi.

Our historical financial statements for periods prior to May 2, 2023 do not include the results of Jamalco.

While Century may enter into other purchases of alumina as market conditions change, a summary of our principal alumina supply agreements is provided below:

Glencore Variable Through December 2028 LME-linked

Glencore 500,000 tpy

Through December 2028 LME-linked

Concord Resources Ltd.

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Facility Supplier Term Pricing

Grundartangi Landsvirkjun Through 2026 - 2036 Variable rate based on (i) the LME price for primary aluminum (~70%) or (ii) the Nord Pool power market for 161MW (~30%) through 2023;

Nord Pool converts to a fixed rate plus a small variable component from 2024 - 2026

Grundartangi Landsvirkjun Through 2026 - 2036 Variable rate based on (i) the LME price for primary aluminum (~70%) or (ii) a fixed rate plus an LME-linked component from 2024 - 2026

Orkuveita Reykjavíkur ("OR")

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Variable rate based on market prices

Holly Santee Cooper Through December 31, 2026 Cost of service based rate

Holly Santee Cooper Through December 31, 2026 Service-based rates

Electrical power represents one of the largest components of our cost of goods sold.

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These power purchase agreements expire on various dates from 2026 through 2036 (subject to extension).

In July 2021, Grundartangi reached an agreement with Landsvirkjun for an extension of its existing 161 MW power contract 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.

The power purchase agreements with each of HS and OR provide power at LME-based variable rates for the duration of these agreements.

The larger Landsvirkjun agreement provides for fixed rates with an additional variable rate linked to the LME.

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

Historically, all of the power supplied to Grundartangi has been delivered at prices indexed to the price of primary aluminum.

As of December 31, 2023 , approximately 20% of Grundartangi's power requirements has been linked to the market price for power in the Nord Pool power market, the trading market for power in the Nordic countries and certain other areas of Europe.

The vast majority of this market price has been fixed through derivative financial contracts.

Each power purchase agreement contains take-or-pay obligations with respect to a significant percentage of the total committed and available power under such agreement.

CAKY is party to 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.

CAKY has a power supply arrangement with Kenergy and Century Marketer, LLC (“Century Marketer"), Century's wholly-owned subsidiary that acts as a Midcontinent Independent System Operator ("MISO") market participant.

Under this arrangement, Hawesville gets access to power at 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.

Century Sebree is party to a power supply arrangement with Kenergy and 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.

Century Marketer's power supply arrangement with Kenergy has an effective term through May 31, 2028, with automatic one-year extensions unless either party provides one-year notice of termination prior to the May 31 anniversary date.

Similarly, Kenergy's power supply contract with Hawesville has a term through December 31, 2026, with automatic one-year extensions unless either party provides one-year notice of termination prior to the December 31 anniversary date.

Century Sebree has a power supply arrangement with Kenergy and Century Marketer.

Under this arrangement, Sebree gets access to power at 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.

CASC is party to an agreement with Santee Cooper for power to the Mt.

Holly smelter.

Under this contract, 100% of Mt.

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

The contract provides sufficient energy to allow Mt.

Holly to produce at 75% of full production capacity.

The agreement with Santee Cooper had a term through December 31, 2023.

On October 27, 2023, CASC entered into an agreement with Santee Cooper for a new three-year power contract for Mt.

The contract is effective January 1, 2024 through December 2026 and will provide for 295MW of electric power at rates allowing the Mt.

Holly smelter to continue operating at its current capacity.

Similarly, Kenergy's power supply contract with Sebree has a term through December 31, 2026, with automatic one-year extensions unless either party provides one-year notice of termination prior to the December 31 anniversary date.

CASC has a power supply agreement with Santee Cooper that has an effective term through December 2026.

Under this power supply agreement, 100% of Mt.

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

The contract provides sufficient power to allow Mt.

Holly to operate at its current production capacity, as well as an option to take additional power to support any future restart of the remaining 25% of production capacity.

Commitments and Contingencies to the consolidated financial statements included herein for additional information concerning our power arrangements.

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Our Century Well-being program is specifically designed for Century employees and includes health benefits at no cost to our employees centered around diabetes management, mental health and substance abuse and counseling, and musculoskeletal conditions.

Diversity and Inclusion.

The Company is committed to promoting equal employment opportunity in all of our operations and providing a safe and respectful workplace that reflects the diversity of the communities in which we operate.

It is the Company’s policy, specifically noted in the Company’s Code of Ethics, that we do not tolerate discrimination in any form on the basis of race, color, religion, sex, sexual orientation, age, national origin, disability, or genetic information as defined in the Genetic Information Nondiscrimination Act of 2008, whether or not such discrimination violates law, and to comply fully with all laws prohibiting discrimination and promoting opportunity and advancement in employment.

This policy extends to all aspects of employment opportunity including recruitment, hiring, compensation, benefits, promotion, transfer, layoff, recall, reduction in force, termination, retirement, placement, training and all other privileges, terms and conditions of employment.

Talent Development.

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Vlissingen Federation for the Metal and Electrical Industry (“FME”)

Through May 31, 2024

Through December 31, 2025

Jamalco Union of Technical, Administrative, and Supervisory Personnel ("UTASP")

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Approximately 86% of Grundartangi’s workforce 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.

This agreement was effective through December 31, 2024.

Grundartangi is currently in the process of negotiating a new contract.

Until a new contract is reached, employees will continue to operate under the current agreement.

100% of Vlissingen's work force 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.

The current labor agreement is effective through December 31, 2025.

Approximately 39% of our U.S.

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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.

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

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

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Jamalco is currently in the process of negotiating new contracts with both the salaried and hourly employee groups.

Until new contracts are reached, employees will continue to operate under the current agreements.

The market for primary aluminum is global, and demand for aluminum varies widely from region to region.

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Over the past several years, we have undertaken various expansion programs at all of our operating facilities and continue to pursue additional internal growth opportunities.

In the second quarter of 2022, we completed a project to restart approximately 172,000 tonnes of production capacity at Mt.

In 2022, we completed a project to restart approximately 172,000 tonnes of production capacity at Mt.

Holly (bringing its operations to 75% of Mt.

Holly's maximum production capacity) and can restart another 58,000 tonnes of production capacity in the future provided we are able to obtain sufficient energy at competitive rates.

At our Grundartangi, Iceland smelter, we are in the process of a multi-year project that is expected to ultimately increase annual production capacity to approximately 325,000 tonnes.

In late 2021, Century began construction on the Casthouse Project.

The new value-added casthouse will be able to produce up to 150,000 tonnes of billet from existing Grundartangi production and is expected to start production in the first quarter of 2024.

The billet produced at the Grundartangi casthouse is expected to be low-carbon aluminum or Natur-Al™ .

In 2024, Century completed construction of the Grundartangi Casthouse Project.

The new value-added casthouse can produce up to 150,000 tonnes of billet and 120,000 tonnes of primary foundry alloys, in each case from existing Grundartangi production.

Since our purchase of the Vlissingen facility, we have completed a variety of expansion projects and efficiency programs in order to more than double its production capacity.

With these expansion projects and efficiency programs in place, we expect Vlissingen to be able to supply approximately 93% to 98% of Grundartangi’s carbon anode requirements at current production levels.

Vlissingen supplies anodes primarily to our Grundartangi smelter, meeting 93% to 98% of Grundartangi’s carbon anodes requirements at current production levels.

We continue to pursue additional internal growth opportunities to maximize efficiencies and improve overall performance.

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For example, the European Union imposes import tariffs on primary aluminum from producers outside the European Economic Area (the "EEA"), which includes Iceland, and the U.S.

currently imposes a 10% tariff on certain primary aluminum imports into the United States.

currently imposes a 10% tariff on certain primary aluminum imports into the United States, which is expected to increase to 25% effective March 12, 2025.

and Icelandic businesses currently access these respective markets duty-free which provides us with an advantage over our competitors who sell into these markets under these tariff regimes.

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These value-added primary aluminum products are sold at a premium to standard-grade aluminum.

Both Sebree and Mt.

Holly have value-added casthouses that have the ability to produce large volumes of billet, slab and other value-added products.

In late 2021, we started construction on the Grundartangi casthouse which will enable Grundartangi to produce Natur-Al™ billet and other value-added products and service the European market.

Each of our smelters have value-added casthouses that have the ability to produce large volumes of billet, slab and other value-added products.

Access to Market Power.

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Experienced Management Team.

Our management team includes executives and managers with significant experience in the aluminum industry, the broader metals and mining sector, the development of large and complex projects and the functional

disciplines we require to manage and grow our business.

In addition, the managers of our production facilities have substantial backgrounds and expertise in the technical and operational aspects of these plants.

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

What changed 10-K

Item 1. Business