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Item 9A. Controls and Procedures

2025-03-03 compared with 2024-03-15 · 33 added, 21 removed, 217 unchanged (20% of the section changed)

Controls and Procedures

Disclosure Controls and Procedures

Evaluation of Disclosure Controls and Procedures

As of December 31, 2024, we carried out an evaluation, under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, of the effectiveness of our disclosure controls and procedures.

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

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

Based upon that evaluation, our management, including the Chief Executive Officer and Chief Financial Officer, concluded that our disclosure controls and procedures were ineffective as of December 31, 2024, because of material weaknesses in internal controls over financial reporting described in Management’s Report on Internal Control Over Financial Reporting below.

Management's Report on Internal Control over Financial Reporting

6 unchanged sentences

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

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

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

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

Material Weakness in Internal Control

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

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

Based on this evaluation, management concluded that our system of internal control over financial reporting was not effective as of December 31, 2024 due to the material weaknesses described below.

1 - The Company failed to design and implement appropriate information technology general controls in the areas of logical access controls including provisioning, deprovisioning, privileged access, user access review, application changes and monitoring related to Jamalco.

2 - The Company 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 at Jamalco, which resulted in a material weakness related to reconciliation controls and insufficient review controls related to inventories, accounts payable, accrued expenses, cost of goods sold and property, plant, and equipment.

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

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

Remediation Plan for Material Weakness

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

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

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

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

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

Remediation Plan for Material Weaknesses

Management plans to implement measures designed to ensure that the control deficiencies contributing to the material weaknesses are remediated, such that these controls are designed, implemented, and operating effectively.

The remediation actions for general information technology controls include:(i) designing and implementing controls related to deprovisioning, privileged access, and user access reviews, (ii) developing an enhanced risk assessment process to evaluate and monitor system changes, and (iii) providing training associated with control design and execution.

The remediation actions for business process controls include:

(i) designing and implementing controls related to account reconciliations (ii) improving the accuracy of supporting schedules underlying transactions, and (iii) timely capitalization of

fixed assets.

Additionally, we expect our remediation efforts to involve implementing additional controls to address the completeness and accuracy of information utilized in business process controls.

We believe that these actions will remediate the material weaknesses.

The material weaknesses will not be considered remediated, however, until the applicable controls operate for a sufficient period of time and management has concluded, through testing, that these controls are operating effectively.

Previously Reported Material Weakness

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

The design deficiency was determined to be 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.

In response to the identified material weakness above, during the three months ended March 31, 2024, management, with the oversight of the Audit Committee of the Board of Directors, took actions to remediate the material weakness in internal control over financial reporting in the first quarter of 2024.

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

We completed our assessment of the redesigned control related to the application of purchase accounting to determine if it was designed and operating effectively for all adjustments made during the three months ended March 31, 2024 in finalizing our purchase accounting.

As a result of our assessment, management concluded that the material weakness associated with the application of purchase accounting was remediated as of March 31, 2024.

Changes in Internal Control over Financial Reporting

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

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

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

Except for the remediation efforts related to the previous material weakness referred to above, during the year ended December 31, 2024, there were no changes in our internal control over financial reporting that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Other Information

12 unchanged sentences

Stockholder Affiliates related to the contracts did not exceed the value of USD $426 million for the year ended December 31, 2024.

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

gross revenue from such contracts.

It is not possible to determine accurately the precise net profit attributable to such contracts.

24 unchanged sentences

Consolidated Statements of Operations for the years ended December 31, 2024, 2023 and 2022

Consolidated Statements of Comprehensive Loss for the years ended December 31, 2023, 2022 and 2021

Consolidated Statements of Comprehensive Income (Loss) for the years ended December 31, 2024, 2023 and 2022

Consolidated Balance Sheets as of December 31, 2024 and 2023

50 unchanged sentences

8-K 001-34474 December 12, 2022

10.10 Amendment to Facility Agreement dated October 1, 202 4 among Century Aluminum V lissingen B.V.

as borrower and Gl encore I nterna tional AG as lender

10-Q 001-34474 November 4, 2024

10.11 Revolving Credit Facility, dated November 27, 2013, between Nordural Grundartangi ehf, as borrower, and Landsbankinn hf.

15 unchanged sentences

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

10-K 001-34474 X

10-K 001-34474 March 15, 2024

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

49 unchanged sentences

8-K 001-34474 May 17, 2021

19.1 I nsider T rading Policy

21.1 List of Subsidiaries

23.1 Consent of Deloitte & Touche LLP

23.2 Consent of Aluminium Industry Professionals Inc.

24.1 Powers of Attorney

3 unchanged sentences

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

96.1 Technical Report Summary for Jamalco

97.1 Incentive Compensation Recoupment Policy

36 unchanged sentences

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

What changed 10-K

Item 9A. Controls and Procedures