What changed in this filing

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Item 8. Financial Statements and Supplementary Data

2025-03-03 compared with 2024-03-15 · 463 added, 347 removed, 1264 unchanged (39% of the section changed)

3 unchanged sentences

Consolidated Statements of Operations for the Years Ended December 31, 2024, 2023 and 2022 54

Consolidated Statements of Comprehensive Loss for the Years Ended December 31, 2023, 2022 and 2021 52

Consolidated Statements of Comprehensive Income (Loss) for the Years Ended December 31, 2024, 2023 and 2022 55

Consolidated Balance Sheets at December 31, 2024 and 2023 56

5 unchanged sentences

Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheets of Century Aluminum Company and subsidiaries (the "Company") as of December 31, 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").

We have audited the accompanying consolidated balance sheets of Century Aluminum Company and subsidiaries (the "Company") as of December 31, 2024 and 2023, the related consolidated statements of operations, comprehensive income (loss), shareholders' equity, and cash flows, for each of the three years in the period ended December 31, 2024, 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, 2024 and 2023, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2024, 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.

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, 2024, 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 3, 2025 expressed an adverse opinion on the Company's internal control over financial reporting because of material weaknesses.

Basis for Opinion

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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.

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.

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

• Assessing whether asset groups having indicators of impairment were appropriately identified or considered.

• 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.

2 unchanged sentences

• 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

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We have audited the internal control over financial reporting of Century Aluminum Company and subsidiaries (the “Company”) as of December 31, 2024, 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.

In our opinion, because of the effect of the material weaknesses 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, 2024, 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, 2024, of the Company and our report dated March 3, 2025, 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

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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

Material Weaknesses

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.

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.

The following material weaknesses have been identified and included in management's assessment:

Management identified a material weakness related to the failure to design and implement appropriate information technology controls in the areas of logical access controls including provisioning, deprovisioning, privileged access, user access review, application changes and monitoring relating to its Jamalco JV.

Management identified that the Company's Jamalco JV failed to design and implement appropriate business process level controls, including controls to address the completeness and accuracy of information derived from its affected information technology systems, which resulted in a material weakness related to reconciliation controls and insufficient review controls related to inventories, accounts payable, cost of goods sold and property, plant, and equipment.

These material weaknesses were 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, 2024, of the Company, and this report does not affect our report on such financial statements.

/s/ Deloitte & Touche LLP

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Cost of goods sold (1)

2,035.3 2,093.5 2,730.6

Gross profit 185.0 91.9 46.7

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Interest income 2.1 2.0 0.5

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 )

Net gain (loss) on forward and derivative contracts - nonaffiliates 2.5 ( 62.4 ) 210.4

Net gain (loss) on forward and derivative contracts - affiliates

( 0.5 ) 0.6 ( 13.3 )

Bargain purchase gain 245.9 — —

Other income (loss) - net ( 4.5 ) ( 3.3 ) 15.3

Income (loss) before income taxes 323.8 ( 66.8 ) 33.4

Income tax benefit (expense) ( 3.2 ) 14.6 ( 47.4 )

Loss before equity in earnings of joint ventures ( 52.2 ) ( 14.0 ) ( 167.0 )

Income (loss) before equity in earnings of joint ventures 320.6 ( 52.2 ) ( 14.0 )

Equity in losses of joint ventures 0.10 ( 0.1 ) ( 0.1 )

Net loss ( 52.3 ) ( 14.1 ) ( 167.1 )

Net Income (loss) 320.7 ( 52.3 ) ( 14.1 )

Net loss attributable to noncontrolling interests ( 16.1 ) ( 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 )

Net income (loss) attributable to Century stockholders 336.8 ( 43.1 ) ( 14.1 )

net income allocated to participating securities 17.9 — —

Net income (loss) allocated to common stockholders $ 318.9 $ ( 43.1 ) $ ( 14.1 )

(1) Including purchases from related party of $ 277.9 million, $ 181.4 million and $ 284.7 million for the years ended December 31, 2024, 2023 and 2022, respectively.

INCOME (LOSS) ATTRIBUTABLE TO CENTURY STOCKHOLDERS PER COMMON SHARE:

Basic $ 3.44 $ ( 0.47 ) $ ( 0.15 )

Diluted $ 3.27 $ ( 0.47 ) $ ( 0.15 )

WEIGHTED AVERAGE COMMON SHARES OUTSTANDING:

Basic and diluted 92.4 91.4 90.2

Basic 92.8 92.4 91.4

Diluted 98.4 92.4 91.4

See notes to consolidated financial statements.

CENTURY ALUMINUM COMPANY

CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

(in millions)

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2024 2023 2022

Comprehensive loss:

Net loss $ ( 52.3 ) $ ( 14.1 ) $ ( 167.1 )

Other comprehensive (loss) income before income tax effect:

Comprehensive income (loss):

Net income (loss) $ 320.7 $ ( 52.3 ) $ ( 14.1 )

Other comprehensive (loss) before income tax effect:

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

Defined benefit plans and other postretirement benefits:

Net (gain) loss arising during the period ( 10.1 ) ( 5.9 ) 31.6

Net loss arising during the period ( 11.9 ) ( 10.1 ) ( 5.9 )

OPEB curtailment gain, net — — ( 8.9 )

Amortization of prior service benefit (cost) during the period 0.1 ( 1.2 ) ( 3.1 )

Amortization of prior service benefit during the period 0.2 0.1 ( 1.2 )

Amortization of net loss during the period 6.5 6.2 4.8

Other comprehensive (loss) income before income tax effect ( 3.9 ) ( 11.4 ) 36.8

Other comprehensive (loss) before income tax effect

( 5.4 ) ( 3.9 ) ( 11.4 )

Income tax effect — — ( 0.3 )

Other comprehensive (loss) income ( 3.9 ) ( 11.7 ) 36.5

Comprehensive loss ( 56.2 ) ( 25.8 ) ( 130.6 )

Other comprehensive (loss)

( 5.4 ) ( 3.9 ) ( 11.7 )

Comprehensive income (loss) 315.3 ( 56.2 ) ( 25.8 )

Comprehensive loss attributable to noncontrolling interests ( 16.1 ) ( 9.2 ) —

Comprehensive loss attributable to Century stockholders $ ( 47.0 ) $ ( 25.8 ) $ ( 130.6 )

Comprehensive income (loss) attributable to Century stockholders $ 331.4 $ ( 47.0 ) $ ( 25.8 )

See notes to consolidated financial statements.

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Property, plant and equipment - net 978.3 1,004.2

Manufacturing credit receivable - less current portion 70.4 —

Other assets 87.9 75.2

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Long-term debt 447.3 430.9

Long-term debt due to affiliates 10.0 —

Accrued benefits costs - less current portion 130.4 120.3

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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:

Net income (loss) $ 320.7 $ ( 52.3 ) $ ( 14.1 )

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

Lower of cost or NRV inventory adjustment 2.3 — 39.6

Unrealized loss (gain) on derivative instruments 87.1 ( 201.5 ) 102.9

Unrealized (gain) loss on derivative instruments ( 5.0 ) 87.1 ( 201.5 )

Depreciation, depletion and amortization 81.8 74.7 73.4

1 unchanged sentence

Asset impairment — — 159.4

Gain on sale of assets ( 2.3 ) — —

Bargain purchase gain ( 245.9 ) — —

Force majeure settlement ( 12.3 ) — —

Other postretirement benefits gain, net — — ( 8.9 )

Loss on early extinguishment of debt — — 24.7

Other non-cash items - net 9.1 3.4 ( 22.8 )

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Other - net 3.9 2.8 1.4

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

CASH FLOWS FROM INVESTING ACTIVITIES:

Purchase of property, plant and equipment ( 82.3 ) ( 95.0 ) ( 86.3 )

Proceeds from co-tenancy assets at Jamalco JV 12.7 — —

Proceeds from sale of property, plant and equipment 2.3 25.7 0.8

2 unchanged sentences

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 735.4 656.9 1,126.2

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Debt issuance cost — — ( 1.5 )

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

CENTURY ALUMINUM COMPANY

CONSOLIDATED STATEMENTS OF CASH FLOWS

(in millions)

Year Ended December 31,

2023 2022 2021

Borrowings under Grundartangi casthouse debt facility 25.0 55.0 50.0

Repayments on casthouse facility ( 6.8 ) — —

Borrowings under Iceland term facility — — 14.5

Repayments under Iceland term facility ( 1.2 ) ( 13.5 ) —

Borrowings under Vlissingen facility agreement — 10.0 —

Carbon credit proceeds — 36.8 —

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

Carbon credit repayments ( 10.0 ) — —

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

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Cash, cash equivalents and restricted cash, end of year $ 35.7 $ 90.3 $ 55.5

CENTURY ALUMINUM COMPANY

CONSOLIDATED STATEMENTS OF CASH FLOWS

(in millions)

Year Ended December 31,

2024 2023 2022

Supplemental Cash Flow Information:

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Capitalized interest 3.4 6.0 4.2

Distribution of fixed assets to NCI 17.0 — —

See notes to consolidated financial statements .

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

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

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

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Conversion of preferred stock to common stock ( 1,570 ) — 157,019 — — — — — — — —

Noncontrolling interest — — — — — — — — — ( 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

Net loss — — — — — — — ( 43.1 ) ( 43.1 ) ( 9.2 ) ( 52.3 )

Net income (loss) — — — — — — — 336.8 336.8 ( 16.1 ) 320.7

Other comprehensive income (loss) — — — — — — ( 5.4 ) — ( 5.4 ) — ( 5.4 )

1 unchanged sentence

Conversion of preferred stock to common stock ( 2,569 ) — 256,930 — — — — — — — —

Noncontrolling interest of business acquired — — — — — — — — — ( 2.3 ) ( 2.3 )

Noncontrolling interest — — — — — — — — — ( 4.0 ) ( 4.0 )

Balance, December 31, 2024 49,715 $ — 93,288,565 $ 1.0 $ 2,550.2 $ ( 86.3 ) $ ( 103.3 ) $ ( 1,667.3 ) $ 694.3 $ ( 31.6 ) $ 662.7

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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.

Organization — Century Aluminum Company ("Century Aluminum," "Century," the "Company", "we", "us", "our" or "ours") is a holding company, whose principal subsidiaries are Nordural ehf (together with its subsidiaries, "Nordural"), Century Aluminum Sebree LLC ("Century Sebree"), Century Aluminum of South Carolina ("CASC") and Century Kentucky, Inc.

Nordural Grundartangi ehf, a subsidiary of Nordural, operates a primary aluminum smelter in Grundartangi, Iceland ("Grundartangi").

Century Sebree operates a primary aluminum smelter in Robards, Kentucky ("Sebree").

CASC operates a primary aluminum reduction smelter in Goose Creek, South Carolina ("Mt.

CAKY owns a primary aluminum smelter in Hawesville, Kentucky ("Hawesville").

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").

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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.

Our consolidated financial statements include the consolidated results of the Jamalco joint venture, an unincorporated joint venture between General Alumina Jamaica Limited ("GAJL"), an indirect, wholly-owned subsidiary of the Company, and Clarendon Alumina Production Limited ("CAP").

CAP's interest in the joint venture is reflected as noncontrolling interest on the accompanying Consolidated Balance Sheet.

Variable Interest Entities - We evaluate arrangements and contracts with other entities to determine if they are VIEs and if we are the primary beneficiary.

GAAP provides a framework for identifying VIEs and determining when a company should include the assets, liabilities, non-controlling interest, and results of activities of a VIE in its consolidated financial statements.

A VIE should be consolidated if a party with an ownership, contractual or other financial interest in the VIE (a variable interest holder) has the power to direct the VIE’s most significant activities and the obligation to absorb losses or right to receive benefits of the VIE that could be significant to the VIE.

A variable interest holder that consolidates the VIE is called the primary beneficiary.

Upon consolidation, the primary beneficiary generally must initially record all of the VIE’s assets, liabilities, and non-controlling interests at fair value and subsequently account for the VIE as if it were consolidated.

Our evaluation of whether our interest qualifies as the primary beneficiary of a VIE involves significant judgments, estimates and assumptions and includes a qualitative analysis of the activities that most significantly impact the VIE’s economic performance and whether the Company has the power to direct those activities, the design of the entity, the rights of the parties and the purpose of the arrangement.

Jamalco is a VIE.

See Note 21 .

V ariable Interest Entity .

Revenue recognition — See Note 5.

CENTURY ALUMINUM COMPANY

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

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

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.

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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.

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.

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

Maintenance and repairs are expensed as incurred.

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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.

The amount of geological drilling and testing necessary to determine the economic viability of the bauxite deposit being mined is such that the resources are considered to be proved mineral reserves.

Mineral reserves are amortized on a units-of-production basis.

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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.

CENTURY ALUMINUM COMPANY

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

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

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.

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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.

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.

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

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

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

4 unchanged sentences

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.

CENTURY ALUMINUM COMPANY

1 unchanged sentence

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

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.

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.

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We have not issued any stock options since 2009.

Recent accounting pronouncements

In November 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standard Update (“ASU”) 2023-07, Segment Reporting (Topic 280):

Improvements to Reportable Segment Disclosures, that requires disclosure of significant segment expenses that are regularly reviewed by the chief operating decision maker and included within each reported measure of segment profit or loss.

The standard also requires disclosure of the composition of other segment items included in the measure of segment profit or loss that are not separately disclosed.

The new standard is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024.

Early adoption is permitted.

We adopted this accounting standard for our fiscal year beginning January 1, 2024, retrospectively.

Therefore, prior periods have been updated to conform with the current period presentation.

Business S egments for our reportable segment disclosures.

In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740):

Improvements to Income Tax Disclosures, that requires presentation of specific categories of reconciling items, as well as reconciling items that meet a quantitative threshold, in the reconciliation between the income tax provision and the income tax provision using statutory tax rates.

The standard also requires disclosure of income taxes paid disaggregated by jurisdiction with separate disclosure of income taxes paid to individual jurisdictions that meet a quantitative threshold.

The amendments in this accounting standard are effective for fiscal years beginning after December 15, 2024, on a prospective basis.

Early adoption and retrospective application are permitted.

We do not expect the adoption of this accounting standard to have an impact on our consolidated financial statements, but will require certain additional disclosures.

The Company plans to adopt this guidance on its consolidated financial statements and related disclosures for the annual period ending December 31, 2025.

CENTURY ALUMINUM COMPANY

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

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

In November 2024, the FASB issued ASU 2024-03, Income Statement-Reporting Comprehensive Income-Expense Disaggregation Disclosures (Subtopic 220-40):

Disaggregation of Income Statement Expenses, that requires disclosure of the amounts of purchases of inventory, employee compensation, depreciation, and intangible asset amortization included in each relevant expense line item on the income statement.

The standard also requires a qualitative description of other amounts included in each relevant expense line item on the income statement that are not separately disclosed.

In addition, entities are required to disclose the nature and amount of selling expenses.

The new standard is effective for fiscal years beginning after December 15, 2026, and interim periods beginning after December 15, 2027.

Early adoption is permitted.

We do not expect any impact to the consolidated financial statements, but the standard will require certain additional disclosures in the notes to the consolidated financial statements and the Company plans to adopt this guidance for the annual period ending December 31, 2027.

Acquisition of Jamalco

2 unchanged sentences

The purchase price for the acquisition was $ 1.00 .

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.

CENTURY ALUMINUM COMPANY

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

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

The acquisition resulted 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 in accordance with ASC 805 - Business Combinations, resulting in the Company recognizing the assets and liabilities at fair value with the excess over fair value of consideration transferred to the seller presented as a bargain purchase gain of $ 245.9 million recognized within the Consolidated Statements of Operations for the year ended December 31, 2024.

During the first quarter of 2024, the Company finalized the Jamalco purchase price allocation and recognized measurement period adjustments, which primarily resulted from third-party valuation adjustments to risk premiums, reducing the value of property, plant and equipment by $ 29.0 million.

This reduction in value of property plant and equipment resulted in a corresponding reduction to the bargain purchase gain of $ 29.0 million decreasing the value of the previously deferred bargain purchase gain of $ 273.4 million as of December 31, 2023.

The Company finalized its purchase accounting as of March 31, 2024.

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

Purchase price allocation Amount

Identifiable assets acquired and liabilities assumed

13 unchanged sentences

noncontrolling interest ( 3.2 )

Deferred credit - preliminary bargain purchase gain 273.4

Bargain purchase gain 245.9

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, Jamalco contributed $ 150.3 million to our total revenues and a loss of $ 41.1 million to our total earnings.

3 unchanged sentences

Year Ended December 31,

Revenue $ 2,235.1 $ 2,831.0

Earnings $ ( 45.9 ) $ ( 33.1 )

$ 2,235.1 $ 2,831.0

$ ( 45.9 ) $ ( 33.1 )

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

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.

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

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

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

For the year ended December 31, 2024, we incurred curtailment charges of $ 6.8 million, 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 demand capacity charges for power.

These charges were partially offset by income related to scrap and material sales of $ 1.7 million.

Related Party Transactions

The significant related party transactions occurring during the years ended December 31, 2024, 2023 and 2022 are described below.

All of our related party transactions are subject to the Company's Related Party Transaction Policy and are required to be made on an arm's length basis and on terms that are fair and reasonable to the Company and substantially the same as would apply if the other party was not a related party.

We believe all of our transactions with related parties are at prices that approximate market.

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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.

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 other raw materials, tolling agreements as well as forward financial contracts and borrowing and other debt transactions.

Sales to Glencore

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For the years ended December 31, 2024, 2023 and 2022 we recorded $ 191.3 million, $ 191.7 million , and $ 24.9 million o f revenue related to alumina sales to Glencore, respectively.

CENTURY ALUMINUM COMPANY

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

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

Purchases from Glencore

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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.

A summary of the aforementioned significant related party sales and purchases for the years ended December 31, 2024, 2023 and 2022 is as follows:

Year Ended December 31,

2024 2023 2022

Net sales to Glencore $ 1,312.1 $ 1,612.1 $ 1,671.1

Purchases from Glencore (1)

277.9 181.4 284.7

(1) Includes settlements of financial contract positions.

Vlissingen Credit Facility

On December 9, 2022, Vlissingen entered into a 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.

Debt for additional information.

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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 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.

In March 2024, the Amended Agreement was amended to extend the repurchase window from March 25, 2024 to August 30, 2024 and the repurchase price was revised to € 87.01 per Carbon Credit, for an aggregate amount of € 33.9 million.

In addition, the Second Agreement was amended to extend the repurchase window from March 25, 2024 to August 30, 2024 and revised the repurchase price to € 72.59 per Carbon Credit, for an aggregate amount of € 2.9 million.

In August 2024, the Amended Agreement was amended to extend the repurchase window from August 30, 2024 to December 27, 2024 for 370,700 Carbon Credits.

The repurchase price was revised to € 71.20 per Carbon Credit, for an aggregate amount of € 26.4 million.

In addition, 59,300 Carbon Credits were settled on August 30, 2024 for an aggregate amount of € 11.1 million.

CENTURY ALUMINUM COMPANY

1 unchanged sentence

(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").

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.

In December 2024, the Amended Agreement was amended to extend the repurchase window from December 27, 2024 to August 22, 2025 for 370,700 Carbon Credits.

The repurchase price was revised to € 69.16 per Carbon Credit, for an aggregate amount of € 25.6 million.

Due to the repurchase element of these transactions, 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").

We disaggregate our revenue by geographical region as follows:

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Total $ 2,220.3 $ 2,185.4 $ 2,777.3

The table below shows the amount of net sales to external customers for each of the Company's product categories which accounted for 10% or more of consolidated net sales in either period for the years ended December 31, 2024, 2023 and 2022.

Year ended December 31,

Net Sales 2024 2023 2022

Aluminum $ 1,882.1 $ 1,972.6 $ 2,750.3

Alumina 338.2 212.8 27.0

Total $ 2,220.3 $ 2,185.4 $ 2,777.3

We enter into contracts to sell mainly primary aluminum to our customers.

1 unchanged sentence

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.

7 unchanged sentences

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.

As of December 31, 2024, and 2023, amounts recorded in Due to affiliates were $ 41.2 million and $ 30.6 million, respectively.

We are a lessee in various agreements for the lease of office space, land, automobiles, and mobile equipment.

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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.

The weighted average remaining lease term for our

CENTURY ALUMINUM COMPANY

1 unchanged sentence

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

operating leases was 10.1 years as of December 31, 2024 and 11.8 years as of December 31, 2023.

Certain lease payment amounts are variable in nature and change periodically based on the local market consumer price index.

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.

1 unchanged sentence

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.

The weighted average discount rate for our operating leases was 7.5 % as of December 31, 2024 and 7.3 % as of December 31, 2023.

Our ROUA and ROUL balances for the years ended December 31, 2024 and December 31, 2023 were as follows (in millions):

7 unchanged sentences

The undiscounted maturities of our operating lease liability balances as of December 31, 2024 are as follows (in millions):

Year December 31,

Thereafter 16.2

Interest ( 10.0 )

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.

During 2024 and 2023, we entered into new lease obligations, which resulted in $ 2.0 million and $ 3.2 million of additional right of use assets, respectively.

During 2023, 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):

1 unchanged sentence

Short term lease expense 3.2 0.6

(1) Total lease expense is included in cost of goods sold and selling, general, and administrative expenses on the Consolidated Statements of Operations.

CENTURY ALUMINUM COMPANY

1 unchanged sentence

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

(1) Total lease expense is included in cost of goods sold and selling, general, and administrative expenses on the Consolidated Statements of Operations.

We had cash outflows of $ 5.0 million and $ 4.6 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, 2024 and December 31, 2023, respectively.

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TOTAL $ 17.0 $ 2.9 $ — $ 19.9

Contingent obligation – net (2)

$ — $ — $ — $ —

Derivative instruments — 7.9 — 7.9

2 unchanged sentences

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.

CENTURY ALUMINUM COMPANY

1 unchanged sentence

(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:

The following section describes the valuation techniques and inputs used for fair value measurements categorized within Level 2 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

LME forward financial sales contracts Discounted cash flows Quoted LME forward market, Secured Overnight Financing Rate ("SOFR") discount rate

Midwest Premium ("MWP") forward financial sales contracts Discounted cash flows Quoted MWP forward market, SOFR discount rate

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

Indiana Hub power price swaps Discounted cash flows Quoted Indiana Hub forward market, SOFR discount rate

FX swaps Discounted cash flows Euro/USD forward exchange rate

5 unchanged sentences

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

As of the years ending December 31, 2024, and December 31, 2023, there were no Level 3 assets and liabilities.

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

CENTURY ALUMINUM COMPANY

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

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

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

For the twelve months ended December 31, 2023 and 2024 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 )

$ 1.8 $ ( 4.6 )

Transfers out of Level 3 (1)

Balance as of December 31, 2023 $ — $ —

Transactions during 2024 $ — $ —

Balance as of December 31, 2024 $ — $ —

Change in unrealized gains (losses) 2023 (2)

Change in unrealized gains (losses) 2024 (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."

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

CENTURY ALUMINUM COMPANY

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

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

Debt classified as current liabilities:

7 unchanged sentences

Grundartangi casthouse facility, net of financing fees of $ 0.0 million at December 31, 2024 (4)

Iceland Term Facility, net of financing fees of $ 0.0 million and current portion at December 31, 2023 (5)

Vlissingen Facility Agreement (5)

7.5 % senior secured notes due April 1, 2028, net of financing fees of $ 1.9 million at December 31, 2024, interest payable semiannually

6 unchanged sentences

(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 .

The interest rate at December 31, 2024 was 7.84 % .

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

The interest rate at December 31, 2024 was 8.06 %.

(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.

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

The interest rate at December 31, 2024 was 7.99 %

(6) We incur interest at a fixed rate of 8.75 %.

7.5 % Senior Secured Notes due 2028

1 unchanged sentence

We received proceeds of $ 245.2 million, after payment of certain financing fees and related expenses.

CENTURY ALUMINUM COMPANY

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

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

Interest Rate.

4 unchanged sentences

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

CENTURY ALUMINUM COMPANY

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

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

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

23 unchanged sentences

2.75 % Convertible Notes due 2028

CENTURY ALUMINUM COMPANY

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

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

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

10 unchanged sentences

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

CENTURY ALUMINUM COMPANY

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

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

Redemption rights.

19 unchanged sentences

revolving credit facility and may be prepaid without penalty.

CENTURY ALUMINUM COMPANY

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

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

Status of our U.S.

19 unchanged sentences

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.

CENTURY ALUMINUM COMPANY

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

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

Prepayments .

12 unchanged sentences

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.

At December 31, 2024, there was $ 34.0 million in outstanding borrowings under our Iceland revolving credit facility.

The Iceland revolving credit facility has a term through December 2026.

6 unchanged sentences

Borrowing availability, net of outstanding letters of credit and borrowings 66.0

CENTURY ALUMINUM COMPANY

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

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

Borrowing Base.

8 unchanged sentences

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.

CENTURY ALUMINUM COMPANY

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

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

Grundartangi Casthouse Facility

13 unchanged sentences

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

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.

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 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.

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

Vlissingen’s 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.

Interest Rates and Fees.

Amounts outstanding under the Vlissingen Credit Facility will bear interest 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.

CENTURY ALUMINUM COMPANY

1 unchanged sentence

(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.

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

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

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

The Vlissingen Credit Facility 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.

The Vlissingen Credit Facility 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 Credit Facility may be terminated and amounts outstanding may be accelerated and declared immediately due and payable.

Covenant Compliance

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

Hancock County Industrial Revenue Bonds

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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.

CENTURY ALUMINUM COMPANY

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

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

Preferred Stock

3 unchanged sentences

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

CENTURY ALUMINUM COMPANY

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

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

Series A Convertible Preferred Stock

19 unchanged sentences

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

• 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;

CENTURY ALUMINUM COMPANY

1 unchanged sentence

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

• 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;

any purchaser, such shares of Series A Convertible Preferred Stock sold will convert to shares of our common stock;

• 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.

16 unchanged sentences

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

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.

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

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

2 unchanged sentences

We have made no repurchases since April 2015 and have approximately $ 43.7 million remaining under the repurchase program authorization as of December 31, 2024.

CENTURY ALUMINUM COMPANY

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

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

Inventories, at December 31, consist of the following:

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Machinery and equipment 1,664.0 1,580.7

Asset Retirement Obligation 35.3 21.8

Construction in progress 44.7 160.3

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Pension Benefits

We maintain noncontributory defined benefit pension plans for certain domestic hourly and salaried employees.

We maintain noncontributory defined benefit pension plans for certain foreign and 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.

Plan benefits are available to all permanent foreign employees.

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").

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What changed 10-K

Item 8. Financial Statements and Supplementary Data