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Item 7. Management’s Discussion and Analysis

2025-03-03 compared with 2024-03-15 · 140 added, 110 removed, 299 unchanged (46% of the section changed)

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For discussion and analysis of the year ended December 31, 2023, compared with the same period in 2022, please refer to "Management’s Discussion and Analysis of Financial Condition and Results of Operations" included in Part II, Item 7.

of our Annual Report on Form 10-K for the year ended December 31, 2022, filed with the Securities and Exchange Commission (the "SEC") on February 27, 2023.

We are a global producer of primary aluminum with aluminum reduction facilities, or "smelters," in the United States and Iceland.

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.

The Jamalco refinery supplies a substantial amount of the alumina used for the production of primary aluminum at our Grundartangi, Iceland facility.

of our Annual Report on Form 10-K for the year ended December 31, 2023, filed with the Securities and Exchange Commission (the "SEC") on March 15, 2024.

We are a global producer of alumina and primary aluminum with production facilities in the United States.

Iceland and Jamaica.

Our primary aluminum smelters are concentrated in the U.S.

and Iceland, while in Jamaica we maintain a 55% joint venture interest in the Jamalco alumina refinery, from which we off-take a commensurate amount of alumina production.

The majority of our Jamalco off-take is consumed internally at our primary aluminum smelters in a vertical integration model.

We also own a carbon anode production facility located in the Netherlands.

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• the price of primary aluminum, which is based on the London Metal Exchange ("LME") and other exchanges, plus any regional premiums and value-added product premiums;

• the cost of goods sold, the principal components of which are electrical power, alumina, carbon products, caustic soda, natural gas, heavy fuel oil and labor, which in aggregate represent more than 79% of our cost of goods sold;

• the cost of goods sold, the principal components of which are electrical power, alumina, carbon products, labor and other controllable costs, which in aggregate represent more than 76% of our cost of goods sold;

• our production volume and product mix.

Section 45X of the Inflation Reduction Act

On December 14, 2023, the U.S.

Treasury Department’s issued proposed regulations implementing Section 45X of the Inflation Reduction Act, and the expected impact of the Section 45X Advanced Manufacturing Tax Credit on the Company.

On October 24, 2024, the U.S.

Treasury Department and the Internal Revenue Service issued final regulations implementing Section 45X of the Inflation Reduction Act, which provide guidance on rules taxpayers must satisfy to qualify for the tax credit.

The government has incentivized the production of aluminum by offering a tax credit equal to 10% of eligible domestic production costs.

Based on the proposed regulations, we have recognized a receivable and corresponding offset to cost of goods sold and selling, general and administrative expenses.

Any changes to the proposed regulations as part of the U.S.

Based on the final regulations, we have recognized a receivable and corresponding offset to cost of goods sold and selling, general and administrative expenses.

Any changes to the final regulations as part of the U.S.

Treasury Department's finalization of the regulations could result in a subsequent adjustment to the estimated credit as of December 31, 2024.

Hawesville temporary curtailment

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 benefits ("OPEB") curtailment gain totaling $8.9 million.

Acquisition of 55% interest in Jamalco

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

Jamalco has optimal alumina production capacity of approximately 1.4 million tonnes.

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

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.

Acquisition of Jamalco for further information.

Holly Power Contract

On October 27, 2023, our wholly-owned subsidiary, Century Aluminum of South Carolina, Inc.

("CASC"), entered into an agreement with the South Carolina Public Service Authority (also known as Santee Cooper) for a new, three-year power contract for Century's Mt.

Holly aluminum smelter.

The contract will be effective as of January 1, 2024, and run through December 2026, and will provide for 295MW of electric power at cost-of-service based rates, allowing the Mt.

Holly smelter to continue operating at its current capacity and potentially to restart the remaining 25% of its curtailed production capacity.

Jamalco Equipment Failure

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The equipment failure resulted in a loss of production at Jamalco of approximately 84,000 tonnes for the year ended December 31, 2023.

The impact of the equipment failure was approximately $30.4 million.

Despite returning the equipment to full capacity as of the end of October, we continue to see some inefficiencies into the first quarter of 2024.

The impact of the equipment failure on gross margin was approximately $30.4 million.

Despite returning the equipment to full capacity as of the end of October 2023, we continued to see some inefficiencies into the first quarter of 2024.

We are actively engaged with our insurance carriers in connection with this equipment failure to determine the specific amount of coverage available to us, including any applicable deductibles.

Hurricane Beryl

In early July 2024, Hurricane Beryl temporarily impacted our operations in Jamaica.

Jamalco’s production facilities escaped significant damage, but the port facility was impacted by the storm, where a portion of the alumina conveyor was damaged.

Jamalco's bauxite mining and alumina production joint venture returned to full production in July 2024.

Jamalco secured alternative port arrangements to allow for alumina shipments to its customers while the repairs to the conveyor were ongoing.

In September 2024, we resumed normal shipping operations at Jamalco’s Rocky Point port following the completion of repairs to the port.

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

We continue to explore all options related to the Hawesville facility.

Risk Factors .

For the year ended December 31, 2024, we incurred curtailment charges of $6.8 million primarily to maintain the idle facility.

These charges were partially offset by income related to scrap and materials sales of $0.5 million.

Comparatively, 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 material sales of $1.7 million.

Holly Power Contract

On October 27, 2023, our wholly-owned subsidiary, Century Aluminum of South Carolina, Inc.

("CASC"), entered into an agreement with the South Carolina Public Service Authority (also known as Santee Cooper) for a new, three-year power contract for Century's Mt.

Holly aluminum smelter.

The contract, which runs through December 2026, provides for 295MW of electric power at service-based rates and 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.

Pricing of aluminum

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During 2024, global, macroeconomic trends continued to impact global LME inventory levels which remain near all-time lows.

The most significant demand growth was seen in China as aluminum-intensive electric vehicles and renewable energy applications supported a 5% demand increase from 2022.

Western demand remained challenged, contributing to a 17% decline in the LME primary aluminum average spot price from 2022.

Low inventory levels, challenged aluminum supply growth and improving global demand for aluminum all led to a supportive pricing environment for aluminum in 2024.

The following table summarizes the average price for primary aluminum per tonne for the years ended December 31, 2024, 2023 and 2022.

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As a result, the availability of these cost components at competitive prices is critical to the profitability of our operations.

The pricing under our alumina supply contracts varies from contract to contract.

The pricing under our alumina

supply contracts varies from contract to contract.

A major portion of our alumina requirements is indexed to the price of primary aluminum, which provides a natural hedge to one of our largest production costs.

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Additionally, with our acquisition of a 55% interest in Jamalco, we secured a predictable, long-term supply of alumina and achieved increased transparency and control of our supply chain.

The average market alumina index price as a percentage of market LME price per tonne was 15% for 2023 and 13% for 2022 and 2021.

The average market alumina index price as a percentage of market LME price per tonne was 21% for 2024, 15% for 2023 and 13% for 2022.

Electrical power is our other largest operating cost.

Currently, our Hawesville and Sebree plants receive all of their electricity requirements under market-based power agreements and Grundartangi receives 20 % of its electricity requirements from market-based power agreements.

Currently, our Hawesville and Sebree plants receive all of their electricity requirements under market-based power agreements.

Market-based energy prices are driven in large part by the price of coal, natural gas, and other fuel sources, weather influenced reservoir or generation levels for wind, solar and hydro production and weather-influenced electric loads.

Extreme weather events, such as that experienced in mid-February 2021 throughout the United States, the low rain levels experienced in Nordic regions during winter 2021, 2022 and 2024, can result in low generation, power outages and/or significant increases in demand, which may result in significant increased power costs incurred in our operations.

In December 2023, continued dry and cold conditions led the energy companies to issue partial curtailment orders across their industrial customers, including our Grundartangi smelter.

In December 2023 and August 2024, and again a year later, continued dry and cold conditions led the largest hydro energy company to issue partial curtailment orders across their industrial customers, including our Grundartangi smelter.

The end of these curtailments remain subject to weather patterns and reservoir levels in Iceland and other factors.

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

In Iceland, approximately 70% of the power requirements for our Grundartangi plant are indexed to the price of primary aluminum, which provides a natural hedge of one of our largest production costs.

Approximately 20% of Grundartangi’s power requirements is 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, and the remaining 10% of power requirements is fixed.

In July 2021, Grundartangi reached an agreement with Landsvirkjun for an extension of the existing contract to supply power for 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 Grundartangi casthouse project.

In September 2022, this agreement was further 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.

In Iceland, approximately 70% of the power requirements for our Grundartangi plant are fully-indexed to the price of primary aluminum, which provides a natural hedge of one of our largest production costs.

Approximately 30% of the power is priced at a fixed price with an additional LME-linked component.

Production/Shipment Volumes

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Any adverse changes in the conditions that affect shipment volumes could have a material adverse effect on our results of operations and cash flows.

Our 2023 shipment volumes were adversely impacted by the curtailment of our Hawesville facility in August 2022.

This was partially offset by a full year of Mt.

Holly operating at 75% capacity in 2023.

The following table sets forth, for the periods indicated, the shipment volumes and revenues for primary aluminum shipments:

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Twelve months ended December 31, $ 2,220.3 $ 2,185.4

Net sales decreased by $591.9 million for the twelve months ended December 31, 2023, compared to the same period in 2022, primarily driven by unfavorable LME and regional premium price realizations of $384.6 million and unfavorable volume of $376.7 million primarily related to the full curtailment of our Hawesville smelter in the third quarter of 2022, partially offset by favorable alumina prices and sales volume of $186.1 million primarily attributable to Jamalco sales of $150.3 million since acquisition in May 2023.

Gross profit (loss) (in millions) 2023 2022

Net sales increased by $34.9 million for the twelve months ended December 31, 2024, compared to the same period in 2023, primarily due to higher third-party alumina sales of $125.5 million attributable to a full year of Jamalco

operations and higher LME and regional premium price realizations of $6.0 million.

These changes are offset by unfavorable aluminum volume and mix of $96.6 million due to lower shipments from Mt.

Holly and Grundartangi and lower realized premiums for value-added products.

Gross profit (in millions)

Twelve months ended December 31, $ 185.0 $ 91.9

Gross profit (loss) :

Gross profit increased by $45.2 million for the twelve months ended December 31, 2023, compared to the same period in 2022, primarily driven by favorable power price realizations of $289.9 million, favorable raw material price realization of $117.6 million and $56.5 million attributable to the Inflation Reduction Act manufacturing production credit.

The changes were partially offset by unfavorable LME and regional premium price realizations of $384.6 million and unfavorable volume and product mix of $33.0 million driven by the curtailment at our Hawesville smelter.

Asset impairment charge (in millions) 2023 2022

Twelve months ended December 31, $ — $ 159.4

Asset impairment charge:

An asset impairment charge was recognized for the twelve months ended December 31, 2022 as a result of the temporary curtailment of the Hawesville facility, announced during June 2022.

As the curtailment represents a significant adverse change in the extent and manner in which Hawesville will be used, we accordingly evaluated the Hawesville asset group for recoverability which resulted in the recognized impairment charge of $159.4 million.

Gross profit increased by $93.1 million for the twelve months ended December 31, 2024, compared to the same period in 2023, primarily driven by favorable raw material price realization of $125.1 million, $33.2 million attributable to the Inflation Reduction Act manufacturing production credit, which includes $21.3 million related to 2023 costs recognized upon the issuance of final regulations published in the third quarter of 2024, and favorable power price realization of $20.8 million.

The changes were partially offset by unfavorable volume and product mix of $53.0 million and $28.9 million of additional operating expenses.

Additional operating expenses were driven by increased labor costs to scale up the completed Iceland casthouse project and higher maintenance costs at Mt.

Holly required to maintain stability.

Selling, general and administrative expenses (in millions) 2024 2023

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Selling, general and administrative expenses:

Selling, general and administrative expenses increased $6.8 million in 2023 compared to 2022, primarily due to increases in share-based compensation due to the increase in the Company's stock price year over year.

Selling, general and administrative expenses increased $12.5 million in 2024 compared to 2023, primarily due to increases in share-based compensation due to the increase in the Company's stock price year over year and engineering costs associated with evaluating a new smelter project.

Share-based compensation to the consolidated financial statements included herein for additional information.

Net (loss) gain on forward and derivative contracts (in millions) 2023 2022

Net gain (loss) on forward and derivative contracts - nonaffiliates (in millions)

Twelve months ended December 31, $ 2.5 $ (62.4)

Net (loss) gain on forward and derivative contracts:

In 2023, we recognized losses of $61.8 million primarily driven by decreases in LME and Nord Pool forward prices.

In 2022, we recognized gains of $197.1 million primarily driven by decreases in LME and MWP forward prices, and increased gains on Nord Pool derivative contracts due to Nord Pool power forward price increases.

Net gain (loss) on forward and derivative contracts:

In 2024, we recognized gains of $2.0 million compared to losses of $61.8 million in 2023 primarily driven by lower settlements on the Nord Pool contracts than expected in 2023.

Derivatives to the consolidated financial statements included herein for additional information.

Income tax benefit (expense) (in millions) 2023 2022

Bargain purchase gain (in millions)

Twelve months ended December 31, $ 245.9 $ —

Income tax benefit (expense):

Bargain purchase gain:

We finalized the purchase accounting as of March 31, 2024 related to the acquisition of General Alumina Holdings Limited and subsidiaries, which was acquired on May 2, 2023, and recognized $245.9 million for the year ended December 31, 2024.

Income tax (expense) benefit (in millions)

Twelve months ended December 31, $ (3.2) $ 14.6

Income tax (expense) benefit:

We have a valuation allowance recorded against our net U.S.

and Jamaican deferred tax assets, and a portion of our Icelandic deferred tax assets as of December 31, 2024.

We recognized a $14.6 million income tax benefit in 2023 as compared to income tax expense of $47.4 million in 2022.

We recognized $3.2 million income tax expense in 2024 as compared to an income tax benefit of $14.6 million in 2023.

The period-to-period change is primarily related to foreign results in the current period.

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We regularly explore various other financing alternatives.

Our principal uses of cash include the funding of operating costs (including post-retirement benefits), debt service requirements, capital expenditures, investments in our growth activities and in related businesses, working capital and other general corporate requirements.

Our principal uses of cash

include the funding of operating costs (including post-retirement benefits), debt service requirements, capital expenditures, investments in our growth activities and in related businesses, working capital and other general corporate requirements.

We believe that cash provided from operations and financing activities will be adequate to cover our operations and business needs over the next 12 months.

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Commitments and Contingencies and Note 18.

Asset retirement obligations ("ARO") to the accompanying consolidated financial statements for additional information regarding future maturities of debt and operating leases and obligations under power contracts.

Asset R etirement O bligations ("ARO") to the accompanying consolidated financial statements for additional information regarding future maturities of debt and operating leases and obligations under power contracts.

Available Cash

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Sources and Uses of Cash

Our cash flows from operating, investing and financing activities as reflected in the consolidated statement of cash flows for the twelve months ended December 31, 2023, 2022 and 2021 are summarized below:

Our cash flows from operating, investing and financing activities as reflected in the Consolidated Statements of Cash Flows for the twelve months ended December 31, 2024, 2023 and 2022 are summarized below:

Twelve months ended December 31,

(in millions) 2024 2023 2022

Net cash provided by (used in) operating activities $ 105.6 $ 25.9 $ (64.7)

Net cash (used in) provided by operating activities $ (24.6) $ 105.6 $ 25.9

Net cash used in investing activities (67.3) (57.8) (85.5)

Net cash (used in) provided by financing activities (13.0) 74.4 103.7

Net cash provided by (used in) financing activities 37.3 (13.0) 74.4

Change in cash, cash equivalents and restricted cash $ (54.6) $ 34.8 $ 14.8

Year Ended December 31, 2024 Compared to Year Ended December 31, 2023

Net cash provided by operating activities for 2023 was $105.6 million compared to $25.9 million in 2022.

The change in net cash provided by operating activities was due to changes in working capital primarily attributable to timing of receipts and payments.

The decrease in net cash used in investing activities during 2023 was primarily attributable to $25.7 million in proceeds from the Mt.

Holly Commerce Park Land sale and $11.5 million related to the acquisition of Jamalco, net of cash acquired, partially offset by higher spending on capital projects during the twelve months ended December 31, 2023.

The change in net cash used in financing activities in 2023 compared to net cash provided by financing activities in 2022 was primarily due to net repayments on our revolving credit facilities in 2023 and repayment of the Iceland Term Facility, partially offset by the sale of carbon credits and proceeds from the Vlissingen Facility Agreement.

The change in net cash used in operating activities for the year ended December 31, 2024 compared to cash provided by operating activities for the year ended December 31, 2023 was driven by a increase in net working capital of $195.2 million primarily associated with increased inventory levels attributable to timing of shipments of fourth quarter production and higher uncollected receivables, including amounts related to the Manufacturing Credit Receivable, include $21.3 million related to 2023 costs recognized upon the issuance of final regulations published in the third quarter of 2024.

These increases were partially offset by a decrease in accounts payable due to timing of payments.

Additionally, this variance was partially offset by a $373.0 million increase in net income between periods, primarily attributable to the recognition of the bargain purchase gain of $245.9 million related to the Jamalco acquisition and reduction in unrealized losses on derivative contracts in the current year.

The increase in net cash used in investing activities during 2024 was primarily due to lower cash inflows from proceeds of sales of property, plant and equipment during 2024 compared to 2023.

The Company received cash inflows of $25.7 million from the Mt.

Holly land sale in 2023.

Additionally, cash outflows related to capital expenditures decreased by $12.7 million due to lower expenditures related to the Grundartangi casthouse project completed in the second quarter of 2024.

The change in net cash used in financing activities in 2024 compared to net cash provided by financing activities in 2023 was primarily due to net borrowings on our revolving credit facilities and reduced repayments of the Iceland Term Facility in 2024.

These changes were partially offset by the repayment of carbon credits and reduced borrowings under the Grundartangi Casthouse Facility.

Availability under Our Credit Facilities

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revolving credit facility had a borrowing base of $149.3 million, $20.0 million in outstanding borrowings, and $ 63.7 million in letters of credit outstanding.

The borrowing base under the U.S.

revolving credit facility has been adversely affected by the curtailment of our Hawesville facility and a reduction in LME and regional premium prices.

Of the outstanding letters of credit, $13.7 million related to our power commitments, $47.7 million are related to hedging collateral, and the remainder are primarily for the purpose of securing certain secured debt and workers’ compensation commitments.

As of December 31, 2023, our Iceland revolving credit facility had a borrowing base of $100.0 million and no outstanding borrowings.

Of the outstanding letters of credit, $22.9 million are related to raw materials, $13.7 million are related to our power commitments, and the remaining $27.1 million are primarily for the purpose of securing certain secured debt and workers’ compensation commitments.

As of December 31, 2024, our Iceland revolving credit facility had a borrowing base of $100.0 million and $34.0 million of outstanding borrowings.

As o f December 31, 2024, our credit facilities (including the Vlissingen Facility Agreement referred to below) had $211.6 million of net availability after consideration of our outstanding borrowings and letters of credit.

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Our Iceland revolving credit facility contains covenants that require Grundartangi to maintain a minimum equity ratio.

As of December 31, 2023, we were in compliance with all such covenants or maintained availability above such covenant triggers.

The dividend and distribution limitations are applicable to certain of our subsidiaries only in the case of an event of default or failure to comply with certain financial covenants.

As of December 31, 2024, we and our subsidiaries were in compliance with all such covenants or maintained availability above such covenant triggers.

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.

The Casthouse Facility will mature in December 2029.

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 occurred in July 2024, with the remaining 60% of the principal amount to be paid no later than the termination date.

The Casthouse Facility will mature in January 2030.

The Casthouse Facility bears interest at a rate equal to a base rate plus the applicable margin as set forth in the agreement.

The Casthouse Facility is secured by a $430.0 million general bond.

As of December 31, 2024, there were $123.2 million in borrowings outstanding under the Casthouse Facility.

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

As of December 31, 2023, we were in compliance with all such covenants or maintained availability above such covenant triggers.

As of December 31, 2024, we were in compliance with all such covenants.

Senior Notes and Convertible Senior Notes

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and (ix) effect a consolidation or merger.

In April 2021, we issued $86.3 million in aggregate principal amount of Convertible Notes due 2028, unless earlier converted, repurchased or redeemed.

As of December 31, 2024, we were in compliance with all such covenants or maintained availability above such covenant triggers or maintained availability above such covenant triggers.

In April 2021, we issued $86.3 million in aggregate principal amount of Convertible Notes due May 1, 2028, unless earlier converted, repurchased or redeemed.

The principal included the full exercise of the option by the initial purchasers of the Convertible Notes to purchase $11.3 million of additional principal amount.

The Convertible Notes 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.

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Our wholly-owned subsidiary, Grundartangi, 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.

Under the Iceland Term Facility, repayments of principal amounts will be made in equal monthly installments, the first payment occurring in February 2023, with the remainder of the principal amount to be paid no later than the termination date in January 2024.

Borrowings under the Iceland Term Facility will bear interest at a rate equal to 3.2% plus EUR EURIBOR 1 month as published by the European Money Markets Institute.

As of December 31, 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 the Vlissingen Facility Agreement with Glencore International AG pursuant to which Vlissingen may borrow from time to time up to $90 million in one or more loans at a fixed interest rate equal to 8.75% per annum and payable on December 2, 2024.

The 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.

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

The availability period for borrowings under the Vlissingen Facility Agreement ends December 2, 2024.

Repayments of principal amounts were made in equal monthly installments, the first payment occurring in February 2023, with the remainder of the principal amount paid in January 2024.

Borrowings under the Iceland Term Facility bore 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, 2024, the Iceland Term Facility has been repaid in full and has terminated pursuant to its terms.

Vlissingen Credit Facility

On December 9, 2022, Vlissingen entered into a $90.0 million Facility Agreement with Glencore International AG, which was amended and extended on October 1, 2024 (as amended, the "Vlissingen Credit Facility").

The availability period for borrowings under the Vlissingen Credit Facility was extended by two years and now ends on December 2, 2026.

Pursuant to the terms of the Vlissingen Credit Facility, Vlissingen may borrow from time to time up to $90 million in one or more loans at either (i) a fixed interest rate equal to 8.75% per annum (the "Fixed Rate"), or (ii) a variable interest rate equal to the 1-month SOFR rate plus 3.687 percentage points, subject to an absolute maximum level of 9.00% and an absolute minimum level of 7.00% (the "Variable Rate").

The Fixed Rate is only applicable to borrowings made on or before December 1, 2024, after which the Variable Rate shall apply to all borrowings under the Vlissingen Credit Facility.

Amounts drawn, if any, under the Vlissingen Facility Agreement are expected to be used for general corporate and working capital purposes of Century and its subsidiaries.

As of December 31, 2023, there were $10.0 million in borrowings under the Vlissingen Facility Agreement.

As of December 31, 2024, there were $10.0 million in outstanding borrowings under the Vlissingen Credit Facility.

The obligations under the Vlissingen Credit Facility 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.

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

As of December 31, 2024, we were in compliance with all such covenants.

Supplemental Guarantor Financial Information

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and Century Aluminum Jamaica Holdings, Inc.

are collectively referred to as the "Non-Guarantor Subsidiaries." We allocate corporate expenses or income to our subsidiaries and charge interest on certain intercompany balances.

are collectively referred to as the "Non-

Guarantor Subsidiaries." We allocate corporate expenses or income to our subsidiaries and charge interest on certain intercompany balances.

The following summarized financial information of both the Company and the Guarantor Subsidiaries ("Guarantors") is presented on a combined basis.

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

As of December 31, 2023, we made contributions of $6.9 million related to the Amended PBGC Settlement Agreement.

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

acceleration if certain terms and conditions are met in such amendment.

As of December 31, 2024, we have made contributions of $7.2 million related to the Amended PBGC Settlement Agreement.

Section 232 Aluminum Tariff

On March 23, 2018, the U.S.

In March 2018, the U.S.

implemented a 10% tariff on imported primary aluminum products into the U.S.

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In July 2022, the International Trade Commission (ITC) initiated a review of the Section 301 and 232 duties as required by law every four years.

On March 15, 2023, the ITC submitted a report to the United States Congress entitled, 'Economic Impact of Section 232 and 301 Tariffs on U.S.

In March 2023, the ITC submitted a report to the United States Congress entitled, 'Economic Impact of Section 232 and 301 Tariffs on U.S.

Industries,' in which the ITC found that the tariffs increased the production of domestic aluminum while causing prices to increase by less than two percent.

Accordingly, we do not believe there will be any material changes to the current tariffs in the near future.

In August 2022, President Biden signed the IRA into law.

In February 2025, President Trump issued a new Presidential Proclamation directing the tariff rate on imported primary aluminum to be increased from 10% to 25% and for all existing country exemptions or product exclusion to be ended, in each case effective March 12, 2025.

Accordingly, we expect that effective March 12, 2025, all imports that directly compete with our products will be covered by the tariff.

We expect that as a result of these changes to the Section 232 tariff program, the Midwest Premium will increase, which we expect will have a material positive impact on our financial position and results of operations.

Section 301 Tariffs

On May 22, 2024, the United States Trade Representative (USTR) issued a proposal (the “Proposal”) to implement new tariffs on certain items and increase existing tariffs on other items imported from China pursuant to USTR’s authority under Section 301 of the Trade Act of 1974.

The new and increased tariffs were adopted pursuant to the USTR’s authority to investigate unfair trade barriers and impose measures to counteract a foreign country’s unfair or discriminatory trade practices.

Under the Proposal, tariffs on aluminum imported from China are expected to increase to 25% from the current 7.5% tariff imposed in 2018.

The increased tariff is in addition to the 10% tariff imposed under Section 232 of the Trade Expansion Act.

The new and increased Section 301 tariffs are only applicable to imports with China as the country of origin.

In August 2022, the IRA became law.

The IRA provides for substantial tax credits and incentives for the development of critical minerals (including aluminum), renewable energy, clean fuels , electric vehicles, and supporting infrastructure, among other provisions.

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 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.

On October 24, 2024, the U.S.

Department of the Treasury and the Internal Revenue Service released final rules to provide guidance on the production tax credit requirements under Internal Revenue Code Section 45X (the “Final Regulations”).

The Final Regulations provide guidance on rules that taxpayers must satisfy to qualify for the Section 45X tax credit.

For the year ended December 31, 2024 and December 31, 2023, respectively, we recognized $89.7 million and $56.5 million as a reduction in cost of goods sold and $2.9 million and $2.8 million as a reduction in Selling, general and administrative expenses within the Consolidated Statements of Operations, resulting in an equally offsetting receivable.

As of December 31, 2024 and December 31, 2023, respectively, we recognized a current Manufacturing credit receivable of $81.5 million and $59.3 million, and as of December 31, 2024 we recognized a non-current Manufacturing credit receivable of $70.4 million on the Consolidated Balance Sheets.

On January 10, 2025, the Company entered into a Cooperative Agreement with the DOE’s Office of Clean Energy Demonstrations for up to $500 million in Bipartisan Infrastructure Law and Inflation Reduction Act (“Inflation Reduction Act”) funding.

With the help of this funding, we plan to build the first new U.S.

primary aluminum smelter in 50 years at a site within the Ohio/Mississippi River Basins.

In early July 2024, Hurricane Beryl temporarily impacted our operations in Jamaica.

Jamalco’s production facilities escaped significant damage, but the port facility was impacted by the storm, where a portion of the alumina conveyor was damaged.

Jamalco's bauxite mining and alumina production joint venture returned to full production in July 2024.

Jamalco secured alternative port arrangements to allow for alumina shipments to its customers while the repairs to the conveyor were ongoing.

In September 2024, we resumed normal shipping operations at Jamalco’s Rocky Point port following the completion of repairs to the port.

On January 17, 2023, our wholly owned subsidiary, Mt.

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During 2021, we announced plans for construction of a new billet casthouse at Grundartangi.

The Grundartangi casthouse project began in late 2021 and is fully funded through the Casthouse Facility.

The project is progressing and is expected to start production in the first quarter of 2024.

The Grundartangi casthouse project began in late 2021 and is primarily funded through the Casthouse Facility.

The project was completed and began production in 2024.

In 2011, our Board of Directors approved a $60.0 million common stock repurchase program and subsequently increased this program by $70.0 million in the first quarter of 2015.

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In November 2009, Century Aluminum of West Virginia, Inc.

("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.

("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.

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and international markets and economies may adversely affect our liquidity, our ability to access the debt or capital markets and our financial condition.

Capital expenditures incurred for the year ended December 31, 2023 were $25.9 million, excluding expenditures of $69.1 million associated with the Grundartangi casthouse project.

We estimate our total capital spending in 2024, excluding the Grundartangi casthouse project, will be approximately $20 to $30 million, related to our ongoing investment and sustainability projects at our plants.

Capital expenditures incurred for the year ended December 31, 2024 were $82.3 million, including expenditures related to the Jamalco port repair and expenditures of $37.2 million associated with the Grundartangi casthouse project.

We estimate our total capital spending in 2025 will be approximately $70 to $80 million related to our ongoing investment and sustainability projects at our plants.

This amount includes $40.0 million, representing investments in our Jamalco facility.

Critical Accounting Estimates

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If our assumptions or estimates in the fair value calculation change based on information that becomes available during the one-year period from the acquisition date, we may record adjustments to the net assets acquired.

As purchase accounting is not finalized, we have recorded the preliminary bargain purchase gain as the deferred credit - preliminary bargain purchase gain within the Consolidated Balance Sheet.

Upon the conclusion of the sooner of purchase accounting or the measurement period, any subsequent adjustments will be recorded to earnings.

As purchase accounting is finalized, we have recorded the bargain purchase gain within the Consolidated Statements of Operations, and as a result, any subsequent adjustments will be recorded to earnings.

Inflation Reduction Act Manufacturing Production Credit

Our estimate of the Section 45X advanced manufacturing production tax credit is based on Proposed Regulations released by the U.S.

Department of the Treasury and the Internal Revenue Service on December 14, 2023.

Any changes to determinations of eligible production costs upon the final scope, terms and conditions of the Proposed Regulations could impact our estimate of eligible manufacturing production credits issued.

Our estimate of the Section 45X advanced manufacturing production tax credit is based on Final Regulations released by the U.S.

Department of the Treasury and the Internal Revenue Service on October 24, 2024.

Any changes to determinations of eligible production costs upon the final scope, terms and conditions of the Final Regulations could impact our estimate of eligible manufacturing production credits issued.

A change in eligible costs of $10 million would impact our estimate by $1 million.

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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 7. Management’s Discussion and Analysis