What changed in this filing

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Item 1. Financial Statements

2020-11-05 compared with 2020-08-06 · 231 added, 205 removed, 910 unchanged (32% of the section changed)

3 unchanged sentences

(in millions, except per share amounts)

Three months ended June 30,

Six months ended June 30,

Three months ended September 30,

Nine months ended September 30,

Related parties $ 235.8 $ 282.3 $ 792.4 $ 898.7

6 unchanged sentences

Operating income (loss) ( 37.9 ) ( 25.2 ) ( 67.3 ) ( 69.2 )

Interest expense - term loan ( 0.5 ) ( 0.6 ) ( 1.2 ) ( 0.6 )

Interest expense - Hawesville term loan ( 0.4 ) ( 0.8 ) ( 1.6 ) ( 1.3 )

Interest expense ( 9.1 ) ( 5.6 ) ( 21.0 ) ( 17.3 )

1 unchanged sentence

Net gain (loss) on forward and derivative contracts ( 9.4 ) 10.3 ( 1.9 ) 10.7

Loss on early extinguishment of debt ( 1.2 ) — ( 1.2 ) —

Other income (expense) - net 0.0 ( 0.9 ) 3.0 ( 1.6 )

14 unchanged sentences

(in millions)

Three months ended June 30,

Six months ended June 30,

Three months ended September 30,

Nine months ended September 30,

Comprehensive income (loss):

13 unchanged sentences

(in millions)

June 30, 2020

September 30, 2020

December 31, 2019

43 unchanged sentences

(in millions)

Six months ended June 30,

Nine months ended September 30,

CASH FLOWS FROM OPERATING ACTIVITIES:

5 unchanged sentences

Depreciation and amortization 61.7 63.0

Loss on early extinguishment of debt 1.0 —

Other non-cash items - net 1.5 ( 5.9 )

7 unchanged sentences

Accrued and other current liabilities 6.7 8.4

Ravenswood retiree medical settlement ( 2.0 ) ( 2.0 )

Other - net 5.3 0.5

6 unchanged sentences

CASH FLOWS FROM FINANCING ACTIVITIES:

Borrowing under term loan — 40.0

Repayments on term loan ( 10.0 ) —

Repayment of debt ( 250.0 ) —

Proceeds from issuance of debt 243.8 —

Borrowing under Hawesville term loan — 40.0

Repayments on Hawesville term loan ( 15.0 ) —

Borrowings under revolving credit facilities 173.6 314.6

Repayments under revolving credit facilities ( 127.6 ) ( 337.5 )

Debt issuance costs ( 1.1 ) —

Debt retirement costs ( 0.2 ) —

Other short-term borrowings — 3.4

5 unchanged sentences

Cash, cash equivalents and restricted cash, end of period $ 85.1 $ 23.3

CENTURY ALUMINUM COMPANY

CONSOLIDATED STATEMENTS OF CASH FLOWS

(in millions)

Nine months ended September 30,

Supplemental Cash Flow Information:

10 unchanged sentences

deficit Total shareholders’ equity

Three months ended June 30, 2020

Balance, March 31, 2020 $ 0.0 $ 1.0 $ 2,526.6 $ ( 86.3 ) $ ( 108.4 ) $ ( 1,659.1 ) $ 673.8

Three months ended September 30, 2020

Balance, June 30, 2020 $ 0.0 $ 1.0 $ 2,527.6 $ ( 86.3 ) $ ( 107.6 ) $ ( 1,686.0 ) $ 648.7

Net income (loss) — — — — — ( 58.2 ) ( 58.2 )

2 unchanged sentences

Conversion of preferred stock to common stock — — — — — — —

Balance, June 30, 2020

$ 0.0 $ 1.0 $ 2,527.6 $ ( 86.3 ) $ ( 107.6 ) $ ( 1,686.0 ) $ 648.7

Three Months Ended June 30, 2019

Balance, March 31, 2019 $ 0.0 $ 1.0 $ 2,523.3 $ ( 86.3 ) $ ( 99.7 ) $ ( 1,610.1 ) $ 728.1

Impact of ASU 2018-02 *

Balance, September 30, 2020

$ 0.0 $ 1.0 $ 2,528.4 $ ( 86.3 ) $ ( 106.5 ) $ ( 1,744.2 ) $ 592.4

Three months ended September 30, 2019

Balance, June 30, 2019 $ 0.0 $ 1.0 $ 2,524.3 $ ( 86.3 ) $ ( 98.7 ) $ ( 1,630.9 ) $ 709.4

Net income (loss) — — — — — ( 20.7 ) ( 20.7 )

2 unchanged sentences

Conversion of preferred stock to common stock — — — — — — —

Balance, June 30, 2019

Balance, September 30, 2019

$ 0.0 $ 1.0 $ 2,524.8 $ ( 86.3 ) $ ( 98.0 ) $ ( 1,651.6 ) $ 689.9

1 unchanged sentence

deficit Total shareholders’ equity

Six months ended June 30, 2020

Nine months ended September 30, 2020

Balance, December 31, 2019 $ 0.0 $ 1.0 $ 2,526.5 $ ( 86.3 ) $ ( 109.8 ) $ ( 1,656.4 ) $ 675.0

3 unchanged sentences

Conversion of preferred stock to common stock 0.0 0.0 0.0 — — — 0.0

Balance, June 30, 2020

Balance, September 30, 2020

$ 0.0 $ 1.0 $ 2,528.4 $ ( 86.3 ) $ ( 106.5 ) $ ( 1,744.2 ) $ 592.4

Six months ended June 30, 2019

Nine months ended September 30, 2019

Balance, December 31, 2018 $ — $ 1.0 $ 2,523.0 $ ( 86.3 ) $ ( 98.7 ) $ ( 1,576.8 ) $ 762.2

5 unchanged sentences

Conversion of preferred stock to common stock 0.0 0.0 ( 0.0 ) — — — 0.0

Balance, June 30, 2019

Balance, September 30, 2019

$ 0.0 $ 1.0 $ 2,524.8 $ ( 86.3 ) $ ( 98.0 ) $ ( 1,651.6 ) $ 689.9

3 unchanged sentences

Condensed Notes to the Consolidated Financial Statements

Three and six months ended June 30, 2020 and 2019

Three and nine months ended September 30, 2020 and 2019

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

1 unchanged sentence

In management’s opinion, the unaudited interim consolidated financial statements reflect all adjustments, which are of a normal and recurring nature, that are necessary for a fair presentation of financial results for the interim periods presented.

Operating results for the first six months of 2020 are not necessarily indicative of the results that may be expected for the year ending December 31, 2020.

Operating results for the first nine months of 2020 are not necessarily indicative of the results that may be expected for the year ending December 31, 2020.

Throughout this Form 10-Q, and unless expressly stated otherwise or as the context otherwise requires, "Century Aluminum," "Century," the "Company," "we," "us," "our" and "ours" refer to Century Aluminum Company and its consolidated subsidiaries.

12 unchanged sentences

Related Party Transactions

The significant related party transactions occurring during the six months ended June 30, 2020 and 2019 are described below.

The significant related party transactions occurring during the nine months ended September 30, 2020 and 2019 are described below.

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

Glencore ownership

As of June 30, 2020 , Glencore plc and its affiliates (together "Glencore") beneficially owned 42.9 % of Century’s outstanding common stock ( 46.8 % on a fully-diluted basis assuming the conversion of all of the Series A Convertible Preferred Stock) and all of our outstanding Series A Convertible Preferred Stock.

As of September 30, 2020 , Glencore plc and its affiliates (together "Glencore") beneficially owned 42.9 % of Century’s outstanding common stock ( 46.8 % on a fully-diluted basis assuming the conversion of all of the Series A Convertible Preferred Stock) and all of our outstanding Series A Convertible Preferred Stock.

Shareholders' Equity for a description of our outstanding Series A Convertible Preferred Stock.

4 unchanged sentences

Sales to Glencore

For the three months ended June 30, 2020 and 2019, approximately 71.0 % and 64.5 %, respectively, of our consolidated net sales were made to Glencore, while for the six months ended June 30, 2020 and 2019, we derived 67.6 % and 64.0 %, respectively, of our consolidated net sales from sales to Glencore.

For the three months ended September 30, 2020 and 2019, approximately 60.0 % and 64.5 %, respectively, of our consolidated net sales were made to Glencore, while for the nine months ended September 30, 2020 and 2019, we derived 65.2 % and 64.1 %, respectively, of our consolidated net sales from sales to Glencore.

Glencore purchases aluminum produced at our U.S smelters at prices based on the London Metal Exchange (the "LME") plus the Midwest regional delivery premium plus any additional market-based product premiums.

1 unchanged sentence

We have also entered into agreements with Glencore pursuant to which we sell certain amounts of alumina at market-based prices.

For the three months and six months ended June 30, 2020, we recorded $ 0.9 million and $ 1.2 million of revenue related to alumina sales to Glencore, respectively.

For the three months and six months ended June 30, 2019, we recorded $ 13.6 million and $ 21.7 million of revenue related to alumina sales to Glencore, respectively.

For the three months and nine months ended September 30, 2020, we recorded $ 16.4 million and $ 17.6 million of revenue related to alumina sales to Glencore, respectively.

For the three months and nine months ended September 30, 2019, we recorded $ 4.5 million and $ 26.2 million of revenue related to alumina sales to Glencore, respectively.

Purchases from Glencore

We purchase a portion of our alumina requirements from Glencore.

Alumina purchases from Glencore during the six months ended June 30, 2020 were priced based on published alumina and aluminum indices.

Alumina purchases from Glencore during the nine months ended September 30, 2020 were priced based on published alumina and aluminum indices.

Financial contracts with Glencore

7 unchanged sentences

A summary of the aforementioned significant related party transactions is as follows:

Three months ended June 30,

Six months ended June 30,

Three months ended September 30,

Nine months ended September 30,

Net sales to Glencore $ 235.8 $ 282.3 $ 792.4 $ 898.7

5 unchanged sentences

We disaggregate our revenue by geographical region as follows:

CENTURY ALUMINUM COMPANY

Condensed Notes to the Consolidated Financial Statements (continued)

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

Net Sales Three months ended June 30,

Six months ended June 30,

Net Sales Three months ended September 30,

Nine months ended September 30,

United States $ 242.0 $ 277.1 $ 764.0 $ 911.9

1 unchanged sentence

Total $ 392.9 $ 438.0 $ 1,216.0 $ 1,401.2

Trade accounts receivable - net as of June 30, 2020 decreased by $ 34.2 million from December 31, 2019 due to a decrease in sales resulting from lower regional premiums and realized LME prices, and timing of receivable collections.

CENTURY ALUMINUM COMPANY

Condensed Notes to the Consolidated Financial Statements (continued)

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

Fair Value Measurements

6 unchanged sentences

• Level 3 Inputs - significant unobservable inputs for the asset or liability.

Recurring Fair Value Measurements As of June 30, 2020

Recurring Fair Value Measurements As of September 30, 2020

Cash equivalents $ 71.2 $ — $ — $ 71.2

7 unchanged sentences

These trust assets are held to fund the non-qualified supplemental executive pension benefit obligations for certain of our officers.

(2) Surety bonds were invested in U.S.

treasury bills and represent collateral against our workers' compensation insurance policy.

CENTURY ALUMINUM COMPANY

Condensed Notes to the Consolidated Financial Statements (continued)

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

Recurring Fair Value Measurements As of December 31, 2019

7 unchanged sentences

TOTAL $ — $ 1.3 $ 2.9 $ 4.2

CENTURY ALUMINUM COMPANY

Condensed Notes to the Consolidated Financial Statements (continued)

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

(1) Trust assets are currently invested in money market funds.

9 unchanged sentences

Nord Pool power price swaps 2 Discounted cash flows Quoted Nord Pool forward market

NYMEX Henry Hub natural gas price swaps 2 Discounted cash flows Quoted Henry Hub forward market

MISO Indiana Hub power price swaps 2 Discounted cash flows Quoted Indy Hub forward market

3 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.

CENTURY ALUMINUM COMPANY

Condensed Notes to the Consolidated Financial Statements (continued)

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

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:

Asset / Liability Fair Value at June 30, 2020 Valuation Technique Observable Inputs Significant Unobservable Input Value/Range of Unobservable Input

Asset / Liability Fair Value at September 30, 2020 Valuation Technique Observable Inputs Significant Unobservable Input Value/Range of Unobservable Input

LME forward financial sales contracts $ 6.6 Discounted cash flows Quoted LME forward market prices Discount rate (1)

4 unchanged sentences

(2) Represents the range of estimated forward LME prices of primary aluminum through the term of the agreement in December 2028.

(3) Represents historical average of locational margin prices in the past three years .

CENTURY ALUMINUM COMPANY

Condensed Notes to the Consolidated Financial Statements (continued)

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

(3) Represents historical average of locational margin prices from January 2017-September 2020

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

Level 3 Assets Level 3 Liabilities

For the three months ended June 30, 2020

For the three months ended September 30, 2020

LME forward financial sales contracts Hawesville L4 power price swaps

Balance as of April 1, 2020

Balance as of July 1, 2020

$ 6.1 $ ( 1.5 )

1 unchanged sentence

Included in net income (loss) (1)

( 4.2 ) ( 0.2 )

Purchases, sales, settlements

3 unchanged sentences

Transfers out of Level 3 — —

Balance as of June 30, 2020

Balance as of September 30, 2020

$ 6.6 $ ( 0.8 )

2 unchanged sentences

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

CENTURY ALUMINUM COMPANY

Condensed Notes to the Consolidated Financial Statements (continued)

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

For the three months ended June 30, 2019

(2) Transfers into Level 3 due to contracts with applied discount rate during the third quarter of 2020.

For the three months ended September 30, 2019

Level 3 Assets Level 3 Liabilities

Nord Pool power price swaps U.S.

LME forward financial sales contracts Hawesville L4 Power Price Swaps Iceland LME forward financial sales contracts MWP forward financial sales contracts FX Swaps

Balance as of April 1, 2019

$ 3.7 $ ( 1.8 ) $ — $ ( 0.3 ) $ ( 0.9 ) $ ( 0.6 )

LME forward financial sales contracts Hawesville L4 Power Price Swaps

Balance as of July 1, 2019 $ 6.9 $ ( 2.7 )

Total realized/unrealized gains (losses)

Included in Net Income (1)

— 8.7 — — — —

Purchases, sales, settlements

Purchases — —

Sales — — — — — —

Settlements — —

Transfers into Level 3 — —

— — ( 2.7 ) — — —

Transfers out of Level 3 — —

Balance as of June 30, 2019

Balance as of September 30, 2019

$ 15.7 $ ( 1.5 )

Change in unrealized gains (losses) (1)

$ — $ 8.7 $ ( 2.7 ) $ — $ — $ —

(1) Transfer into Level 3 resulting from derivative contracts entered into during the second quarter of 2019.

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

CENTURY ALUMINUM COMPANY

Condensed Notes to the Consolidated Financial Statements (continued)

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

Level 3 Assets Level 3 Liabilities

For the six months ended June 30, 2020

For the nine months ended September 30, 2020

LME forward financial sales contracts Hawesville L4 power price swaps

8 unchanged sentences

Transfers out of Level 3 (3)

Balance as of June 30, 2020

Balance as of September 30, 2020

$ 6.6 $ ( 0.8 )

Change in unrealized gains (losses) (1)

(1) Transfer out of Level 3 due to period of time remaining in derivative contract.

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

CENTURY ALUMINUM COMPANY

Condensed Notes to the Consolidated Financial Statements (continued)

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

For the six months ended June 30, 2019

(2) Transfers into Level 3 due to contracts with applied discount rate during the third quarter of 2020.

(3) Transfer out of Level 3 due to period of time remaining in derivative contract.

For the nine months ended September 30, 2019

Level 3 Assets Level 3 Liabilities

12 unchanged sentences

Transfers out of Level 3 ( 3.7 ) — — 0.3 0.6

Balance as of June 30, 2019

Balance as of September 30, 2019

$ — $ 15.7 $ ( 1.5 ) $ — $ —

1 unchanged sentence

$ ( 1.0 ) $ 15.4 $ ( 1.5 ) $ ( 0.1 ) $ ( 0.3 )

(1) Transfer into Level 3 resulting from derivative contracts entered into during the first six months of 2019.

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

(2) Transfer into Level 3 resulting from derivative contracts entered into during the first nine months of 2019.

CENTURY ALUMINUM COMPANY

Condensed Notes to the Consolidated Financial Statements (continued)

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

Earnings (Loss) Per Share

2 unchanged sentences

The following table shows the basic and diluted earnings (loss) per share:

For the three months ended June 30,

For the three months ended September 30,

Net Income (Loss) Shares (in millions)

6 unchanged sentences

$ ( 58.2 ) 89.5 $ ( 0.65 ) $ ( 20.7 ) 88.9 $ ( 0.23 )

For the six months ended June 30,

For the nine months ended September 30,

Net Income (Loss) Shares (in millions)

6 unchanged sentences

$ ( 87.8 ) 89.4 $ ( 0.98 ) $ ( 76.0 ) 88.6 $ ( 0.86 )

CENTURY ALUMINUM COMPANY

Condensed Notes to the Consolidated Financial Statements (continued)

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

Three months ended June 30,

Six months ended June 30,

Three months ended September 30,

Nine months ended September 30,

Securities excluded from the calculation of diluted EPS (in millions) (1) :

5 unchanged sentences

Shareholders’ Equity

As of June 30, 2020 and December 31, 2019, we had 195,000,000 shares of common stock, $ 0.01 par value per share, authorized under our Restated Certificate of Incorporation, of which 96,671,355 shares were issued and 89,484,834 shares were outstanding at June 30, 2020;

As of September 30, 2020 and December 31, 2019, we had 195,000,000 shares of common stock, $ 0.01 par value per share, authorized under our Restated Certificate of Incorporation, of which 96,671,355 shares were issued and 89,484,834 shares were outstanding at September 30, 2020;

96,372,182 shares were issued and 89,185,661 shares were outstanding at December 31, 2019.

1 unchanged sentence

Preferred Stock

As of June 30, 2020 and December 31, 2019, we had 5,000,000 shares of preferred stock, $ 0.01 par value per share, authorized under our Restated Certificate of Incorporation.

As of September 30, 2020 and December 31, 2019, we had 5,000,000 shares of preferred stock, $ 0.01 par value per share, authorized under our Restated Certificate of Incorporation.

In 2008, we issued 160,000 shares of our Series A Convertible Preferred Stock.

Glencore holds all of the issued and outstanding Series A Convertible Preferred Stock.

At June 30, 2020 and December 31, 2019, there were 66,039 and 67,323 shares of Series A Convertible Preferred Stock outstanding, respectively.

At September 30, 2020 and December 31, 2019, there were 66,039 and 67,323 shares of Series A Convertible Preferred Stock outstanding, respectively.

The issuance of common stock under our stock incentive programs, debt exchange transactions and any stock offering that excludes Glencore participation triggers anti-dilution provisions of the preferred stock agreement and results in the automatic conversion of Series A Convertible Preferred Stock shares into shares of common stock.

The conversion ratio of preferred to common shares is 100 shares of common stock for each share of preferred stock.

The Common and Preferred Stock table below contains additional information about preferred stock conversions during the six months ended June 30, 2020 and 2019.

The Common and Preferred Stock table below contains additional information about preferred stock conversions during the nine months ended September 30, 2020 and 2019.

Preferred stock Common stock

5 unchanged sentences

Issuance for share-based compensation plans — — 170,784

Ending balance as of June 30, 2020

Ending balance as of September 30, 2020

66,039 7,186,521 89,484,834

3 unchanged sentences

Issuance for share-based compensation plans — — 451,161

Ending balance as of June 30, 2019

Ending balance as of September 30, 2019

68,575 7,186,521 88,893,767

7 unchanged sentences

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

The difference between the cost of the shares and the reissuance price is added to or deducted from additional paid-in capital.

The difference between the cost of the shares and the reissuance price is added to or deducted from additional

CENTURY ALUMINUM COMPANY

1 unchanged sentence

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

paid-in capital.

We have repurchased 7,186,521 shares of common stock under the program for an aggregate purchase price of $ 86.3 million.

We have made no repurchases since April 2015 and we have $ 43.7 million remaining under the repurchase program authorization as of June 30, 2020.

We recorded an income tax expense of $ 0.9 million and tax benefit of $ 1.6 million for the three months ended June 30, 2020 and 2019, respectively.

We have made no repurchases since April 2015 and we have $ 43.7 million remaining under the repurchase program authorization as of September 30, 2020.

We recorded an income tax expense of $ 0.3 million and income tax benefit of $ 1.3 million for the three months ended September 30, 2020 and 2019, respectively.

The change is primarily due to improved operational results from foreign operations in the current quarter.

For the six months ended June 30, 2020 and 2019, we recorded an income tax benefit of $ 1.9 million and $ 4.4 million, respectively, which is primarily the result of overall losses from our foreign operations.

For the nine months ended September 30, 2020 and 2019, we recorded an income tax benefit of $ 1.6 million and $ 5.7 million, respectively, which is primarily the result of overall losses from our foreign operations.

Our income tax benefit or expense is based on an annual effective tax rate forecast, including estimates and assumptions that could change during the year.

The application of the accounting requirements for income taxes in interim periods, after consideration of our valuation allowance, causes a significant variation in the typical relationship between income tax expense/benefit and pre-tax accounting income/loss.

As of June 30, 2020, all of Century's U.S.

As of September 30, 2020, all of Century's U.S.

and certain foreign deferred tax assets, net of deferred tax liabilities, continue to be subject to a valuation allowance.

7 unchanged sentences

We continue to analyze the various aspects of the CARES Act to determine the impact specific provisions may have on us and our operations.

As of June 30, 2020, Century does not expect to record material benefits from the CARES Act.

As of September 30, 2020, Century does not expect to record material benefits from the CARES Act.

Inventories consist of the following:

June 30, 2020

September 30, 2020

December 31, 2019

5 unchanged sentences

Inventories are stated at the lower of cost or Net Realizable Value ("NRV") using the first-in, first-out ("FIFO") or the weighted average cost method.

CENTURY ALUMINUM COMPANY

Condensed Notes to the Consolidated Financial Statements (continued)

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

June 30, 2020

September 30, 2020

December 31, 2019

6 unchanged sentences

Iceland Revolving Credit Facility (4)

7.5 % senior secured notes due June 2021, net of debt discount of $ 0.5 million and $ 0.8 million, respectively, interest payable semiannually (5)

7.5 % senior secured notes due June 2021, net of debt discount of $ 0.8 million at December 31, 2019

12.0 % senior secured notes due June 2025, net of debt discount of $ 2.4 million and financing fees of $ 4.8 million at September 30, 2020, interest payable semiannually

Hawesville Term Loan - less current portion (1) , principal and interest payable monthly

1 unchanged sentence

(1) See "Hawesville Term Loan" below.

At June 30, 2020, the applicable interest rate was LIBOR of 0.4 % plus margin of 5.375 % and there is no interest payable outstanding.

As of June 30, 2020, we have made $ 10.0 million of principal payments and $ 1.2 million of interest payments.

At September 30, 2020, the applicable interest rate was LIBOR of 0.3 % plus margin of 5.375 % and there is no interest payable outstanding.

As of September 30, 2020, we have made $ 15.0 million of principal payments and $ 1.6 million of interest payments.

(2) The IRBs are classified as current liabilities because they are remarketed weekly and could be required to be repaid upon demand if there is a failed remarketing.

The IRB interest rate at June 30, 2020 was 0.39 %.

(3) We have elected to incur interest at LIBOR plus applicable margin as defined within the agreement.

The interest rate at June 30, 2020 was 2.5 %.

The IRB interest rate at September 30, 2020 was 0.34 %.

(3) We have elected to incur interest at a base rate plus applicable margin as defined within the agreement.

The interest rate at June 30, 2020 was 3.8 %.

(5) Due to the refinancing with the 2025 Notes noted below, the 2021 Notes is presented as non-current liability on the Consolidated Balance Sheets.

The interest rate at September 30, 2020 was 4.0 %.

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

The interest rate at September 30, 2020 was 3.2 %.

12.0 % Notes due 2025

In June 2013, we issued $ 250.0 million of 7.5 % Notes due June 2021 (the "2021 Notes") in a private offering exempt from the registration requirements of the Securities Act of 1933, as amended.

The 2021 Notes accrued interest at a rate of 7.5 % per annum on the principal amount, payable semi-annually in arrears in cash on June 1st and December 1st of each year.

Fair value for the 2021 Notes, based on the available trading data, was $ 250.5 million and $ 244.2 million, as of June 30, 2020 and December 31, 2019, respectively.

Although we use quoted market prices for identical debt instruments, the markets on which they trade are not considered to be active and are therefore considered Level 2 fair value measurements.

As disclosed in N ote 15 .

Subsequent E vents , on July 1, 2020, we issued $ 250.0 million in aggregate principal amount of senior secured notes due 2025 (the "2025 Notes").

The 2025 Notes bear interest semi-annually in arrears on January 1 and July 1 of each year, beginning on January 1, 2021, at a rate of (i) 10.00 % per annum in cash and (ii) 2.00 % per annum in the form of additional notes or in cash, at Century's option.

In connection with the offering of the 2025 Notes, we also commenced a cash tender offer to purchase at par any and all of our outstanding 2021 Notes.

On July 1, 2020, we issued $ 250.0 million in aggregate principal amount of 12.0 % senior secured notes due 2025 (the "2025 Notes").

The 2025 Notes were issued at a discount and we received proceeds of $ 243.8 million, prior to payment of certain financing fees and related expenses.

Interest Rate.

The 2025 Notes mature on July 1, 2025.

The 2025 Notes are senior secured obligations of Century, ranking equally in right of payment with all existing and future senior indebtedness of Century, but effectively senior to unsecured debt to the extent of the value of the collateral.

Our obligations under the 2025 Notes are guaranteed by all of our existing and future domestic restricted subsidiaries (the “Guarantor Subsidiaries”), except for foreign owned holding companies, any domestic restricted subsidiary that owns no assets other than equity interests or other investments in foreign subsidiaries and certain immaterial subsidiaries, which guaranty shall in each case be a senior secured obligation of such Guarantor Subsidiaries, ranking equally in right of payment with all existing and future senior indebtedness of such Guarantor Subsidiaries but effectively senior to unsecured debt to the extent of the value of collateral.

CENTURY ALUMINUM COMPANY

Condensed Notes to the Consolidated Financial Statements (continued)

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

Our obligations under the 2025 Notes and the Guarantor Subsidiaries' obligations under the guarantees are secured by a pledge of and lien on (subject to certain exceptions):

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

(ii) all equity interests in subsidiaries directly owned by Century or any Guarantor Subsidiaries;

(iii) proceeds of the foregoing.

Under certain circumstances, the indenture and the security documents governing the 2025 Notes will permit us and the guarantors to incur additional debt that also may be secured by liens on the collateral that are equal to or have priority over the liens securing the 2025 Notes.

The collateral agent for the 2025 Notes will agree with the collateral agent for the other debt holders and us under such circumstances to enter into an intercreditor agreement that will cause the liens securing the 2025 Notes to be contractually subordinated to the liens securing such additional debt.

Redemption Rights.

Prior to July 1, 2021, we may redeem the 2025 Notes, in whole or in part, at a redemption price equal to 100 % of the principal amount plus a make-whole premium and accrued and unpaid interest, and if redeemed during the twelve -month period beginning on July 1 of the years indicated below, at the following redemption prices plus accrued and unpaid interest:

Year Percentage

2023 101.25 %

Upon a change of control (as defined in the indenture governing the 2025 Notes), we will be required to make an offer to purchase the 2025 Notes at a purchase price equal to 101 % of the outstanding principal amount of the 2025 Notes on the date of the purchase, plus accrued and unpaid interest to the date of purchase.

The indenture governing the 2025 Notes contains customary covenants which may limit our ability, and the ability of certain of our subsidiaries, to:

(i) incur additional debt;

(ii) incur additional liens;

(iii) pay dividends or make distributions in respect of capital stock;

(iv) purchase or redeem capital stock;

(v) make investments or certain other restricted payments;

(vi) sell assets;

(vii) issue or sell stock of certain subsidiaries;

(viii) enter into transactions with shareholders or affiliates;

and (ix) effect a consolidation or merger.

7.5 % Notes Tender Offer and Redemption

In June 2020, we commenced a tender offer to the holders of the outstanding 7.5 % senior secured notes due June 2021 (the "2021 Notes") and notified all such holders of our election to redeem all 2021 Notes not purchased in the tender offer on July 31, 2020.

We received tenders for approximately $ 243.7 million in aggregate principal amount of the 2021 Notes and the remaining 2021 Notes were redeemed on July 31, 2020 at a redemption price of 100 % of the principal amount thereof, plus accrued and unpaid interest.

As a result, the Company’s and the guarantors’ obligations under the indenture governing the 2021 Notes have been fully discharged.

We applied the net proceeds from the offering of the 2025 Notes described above, together with cash on hand, toward payment of the total consideration amount to holders whose 2021 Notes were accepted and purchased in the tender offer and to fund the redemption of any remaining 2021 Notes.

Based on the characteristics of the 2021 Notes and the 2025 Notes that were issued, the tender and redemption of the 2021 Notes are accounted for as an extinguishment of the debt.

Accordingly, we have recorded a $ 1.2 million loss on early extinguishment of debt, consisting of the write-off of deferred financing costs and the debt discount associated with the 2021 Notes, as well as the tender fees paid as part of the tender offer.

Hawesville Term Loan

2 unchanged sentences

Borrowings under the Hawesville Term Loan were used to partially finance the second phase of the Hawesville restart project.

The Hawesville Term Loan matures on December 31, 2021 and is to be repaid in twenty-four ( 24 ) equal monthly installments of principal, beginning on January 31, 2020.

The Hawesville Term Loan bears interest, due monthly, at a floating rate equal to LIBOR plus 5.375 % per annum.

The Hawesville Term Loan is not secured by any collateral.

The Hawesville Term Loan matures on December 31, 2021 and is to be repaid in twenty-four ( 24 ) equal monthly

CENTURY ALUMINUM COMPANY

1 unchanged sentence

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

installments of principal, beginning on January 31, 2020.

The Hawesville Term Loan bears interest, due monthly, at a floating rate equal to LIBOR plus 5.375 % per annum.

The Hawesville Term Loan is not secured by any collateral.

Revolving Credit Facility

We and certain of our direct and indirect domestic subsidiaries ("the Borrowers") have a senior secured revolving credit facility with a syndicate of lenders (the "U.S.

We and certain of our direct and indirect domestic subsidiaries ("the Borrowers") have a senior secured revolving credit facility with a syndicate of lenders (as amended from time to time, the "U.S.

revolving credit facility").

1 unchanged sentence

revolving credit facility by up to $ 50.0 million, subject to agreement with the lenders.

In connection with the offering of the 2025 Notes, on June 17, 2020, we entered into Amendment No.1 to our U.S.

revolving credit facility extending the maturity date of the U.S.

revolving credit facility to May 16, 2023.

Amendment No.1 became effective on July 1, 2020, upon the closing of the offering of the 2025 Notes.

revolving credit facility matures on May 16, 2023.

Any letters of credit issued and outstanding under the U.S.

revolving credit facility reduce our borrowing availability on a dollar-for-dollar basis.

At June 30, 2020, there were $ 45.0 million in outstanding borrowings under our U.S.

At September 30, 2020, there were $ 5.0 million in outstanding borrowings under our U.S.

revolving credit facility.

1 unchanged sentence

revolving credit facility and may be prepaid without penalty.

The U.S revolving credit facility contains a springing financial covenant that requires us to maintain a fixed charge coverage ratio of at least 1.0 to 1.0 any time availability under the U.S revolving credit facility is less than or equal to the lower of $ 17.5 million or 10 % of the borrowing base but not less than $ 12.5 million.

As of June 30, 2020, we were in compliance with all such covenants or maintained availability above such covenant triggers.

Status of our U.S.

revolving credit facility:

June 30, 2020

September 30, 2020

Credit facility maximum amount $ 175.0

5 unchanged sentences

Our wholly-owned subsidiary, Nordural Grundartangi ehf ("Grundartangi"), has entered into a $ 50.0 million revolving credit facility agreement with Landsbankinn hf., dated November 2013, as amended (the "Iceland revolving credit facility").

At June 30, 2020, there were $ 45.0 million in outstanding borrowings under our Iceland revolving credit facility.

At September 30, 2020, there were $ 45.0 million in outstanding borrowings under our Iceland revolving credit facility.

The Iceland revolving credit facility has a term through November 2022.

1 unchanged sentence

Status of our Iceland revolving credit facility:

June 30, 2020

September 30, 2020

Credit facility maximum amount $ 50.0

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Discovery was completed in the third quarter of 2019.

Trial was bifurcated and moved from March 2020 to November 2020 for Comprehensive Environmental Response, Compensation, and Liability Act ("CERCLA") issues and to February 2021 for questions of fact.

Trial was bifurcated and moved from March 2020 to February 2021 for Comprehensive Environmental Response, Compensation, and Liability Act ("CERCLA") issues and to a later undetermined date in 2021 for questions of fact.

At this stage, we cannot predict the ultimate outcome of this action or estimate a range of reasonably possible losses related to this matter.

6 unchanged sentences

CAWV has agreed to pay the remaining amounts under the settlement agreement in annual increments of $ 2.0 million for nine years .

As of June 30, 2020, $ 2.0 million was recorded in other current liabilities and $ 9.1 million was recorded in other liabilities.

As of September 30, 2020, $ 2.0 million was recorded in other current liabilities and $ 7.3 million was recorded in other liabilities.

CENTURY ALUMINUM COMPANY

5 unchanged sentences

Under certain circumstances, in periods of lower primary aluminum prices relative to our cost of operations, we are able to defer one or more of these payments, provided that we provide the PBGC with acceptable security for such deferred payments.

We did no t make any contributions for the six month periods ended June 30, 2020 and 2019.

We did no t make any contributions for the nine month periods ended September 30, 2020, and 2019.

We have elected to defer certain payments under the PBGC agreement and have provided the PBGC with the appropriate security.

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Holly load is sourced from a supplier that is outside Santee Cooper’s service territory at market prices that are tied to natural gas prices.

The agreement with Santee Cooper has a term through December 31, 2020 and can be terminated by Mt.

Holly on 120 days' notice.

The agreement with Santee Cooper has a term through December 31, 2020.

The agreement with the other power supplier has a term through December 31, 2020 and may be terminated by Mt.

Holly on 60 days’ notice.

On October 20, 2020, we issued a notice to employees at our Mt.

Holly, South Carolina aluminum smelter of our intent to curtail the Mt.

Holly plant operations by no later than December 31, 2020, when our current power contracts at Mt.

Holly expire, if we are unable to secure a competitively priced power arrangement to deliver energy to the plant.

The announcement was made pursuant to the federal Worker Adjustment and Retraining Notification Act.

Grundartangi has power purchase agreements for approximately 525 MW with HS Orka hf ("HS"), Landsvirkjun and Orkuveita Reykjavikur ("OR") to provide power to its Grundartangi smelter.

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Approximately 86 % of Grundartangi’s work force is represented by five labor unions, governed by a labor agreement that establishes wages and work rules for covered employees.

This agreement expired on December 31, 2019.

Since such time we have been operating under the terms of the expired agreement while we engage in negotiations with the unions regarding the terms of a new agreement.

This agreement is effective through December 31, 2024.

100 % of Vlissingen's work force is represented by the Federation for the Metal and Electrical Industry ("FME") by a labor agreement that is effective through December 1, 2020.

9 unchanged sentences

Components of AOCL:

June 30, 2020

September 30, 2020

December 31, 2019

8 unchanged sentences

(1) The allocation of the income tax effect to the components of other comprehensive loss is as follows:

June 30, 2020

September 30, 2020

December 31, 2019

3 unchanged sentences

Defined benefit plan and other postretirement liabilities Unrealized gain (loss) on financial instruments Total, net of tax

Balance, April 1, 2020

Balance, July 1, 2020

$ ( 109.5 ) $ 1.9 $ ( 107.6 )

Net amount reclassified to net income (loss) 1.2 ( 0.1 ) 1.1

Balance, June 30, 2020

Balance, September 30, 2020

$ ( 108.3 ) $ 1.8 $ ( 106.5 )

Balance, April 1, 2019

Balance, July 1, 2019

$ ( 100.7 ) $ 2.0 $ ( 98.7 )

Net amount reclassified to net income 0.7 0.0 0.7

Balance, June 30, 2019

Balance, September 30, 2019

$ ( 100.0 ) $ 2.0 $ ( 98.0 )

1 unchanged sentence

Net amount reclassified to net loss 3.4 ( 0.1 ) 3.3

Balance, June 30, 2020

Balance, September 30, 2020

$ ( 108.3 ) $ 1.8 $ ( 106.5 )

4 unchanged sentences

Net amount reclassified to net income (loss) 2.1 ( 0.1 ) 2.0

Balance, June 30, 2019

Balance, September 30, 2019

$ ( 100.0 ) $ 2.0 $ ( 98.0 )

5 unchanged sentences

Reclassifications out of AOCL were included in the consolidated statements of operations as follows:

Three months ended June 30,

Six months ended June 30,

Three months ended September 30,

Nine months ended September 30,

AOCL Components Location 2020

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Pension Benefits

Three months ended June 30,

Six months ended June 30,

Three months ended September 30,

Nine months ended September 30,

Service cost $ 1.3 $ 1.0 $ 3.7 $ 2.5

5 unchanged sentences

Other Postretirement Benefits ("OPEB")

Three months ended June 30,

Six months ended June 30,

Three months ended September 30,

Nine months ended September 30,

Service cost $ 0.0 $ 0.0 $ 0.2 $ 0.8

3 unchanged sentences

Net periodic benefit cost $ 0.5 $ 0.5 $ 1.7 $ 1.6

As of June 30, 2020, we had an open position of 104,740 tonnes related to LME forward financial sales contracts to fix the forward LME aluminum price.

As of September 30, 2020, we had an open position of 124,378 tonnes related to LME forward financial sales contracts to fix the forward LME aluminum price.

These contracts are expected to settle monthly through December 2024.

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These contracts are expected to settle through December 2021.

We have also entered into LME and MWP financial contracts with various counterparties to offset fixed price sales arrangements with certain of our customers (“fixed for floating swaps”) to remain exposed to the LME and MWP aluminum prices.

As of June 30, 2020, we had an open position related to such arrangements of 14,596 tonnes that will settle at various dates through October 2021.

We have also entered into LME and MWP financial

CENTURY ALUMINUM COMPANY

1 unchanged sentence

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

contracts with various counterparties to offset fixed price sales arrangements with certain of our customers (“fixed for floating swaps”) to remain exposed to the LME and MWP aluminum prices.

As of September 30, 2020, we had an open position related to such arrangements of 13,144 tonnes that will settle at various dates through October 2021.

We have entered into financial contracts to fix the forward price for power related to the expected production of Line 4 at Hawesville for the period of January 2020 through December 2020 ("Hawesville L4 power price swaps").

As of June 30, 2020, we had an open position of 395,280 MWh.

As of September 30, 2020, we had an open position of 198,810 MWh.

The Hawesville L4 power price swaps are expected to settle monthly through December 2020.

We have entered into financial contracts to hedge a portion of our exposure at our U.S operations to the MISO Indiana Hub (“MISO Indiana Hub power price swaps”) and the NYMEX Henry Hub (“NYMEX Henry Hub natural gas price swaps”).

The natural gas volume is measured per million British Thermal Units ("mmBTU").

As of June 30, 2020, we had an open position of 1,170,000 mmBTU related to the NYMEX Henry Hub natural gas price swaps and an open position of 735,660 MWh related to the MISO Indiana Hub power price swaps.

Both the NYMEX Henry Hub natural gas price swaps and MISO Indiana power price swaps are expected to settle monthly through September 2020.

We have entered into financial contracts to hedge a portion of Grundartangi's exposure to the Nord Pool power market (“Nord Pool power price swaps”).

As of June 30, 2020, we had an open position of 1,340,992 MWh related to the Nord Pool power price swaps.

As of September 30, 2020, we had an open position of 1,373,790 MWh related to the Nord Pool power price swaps.

The Nord Pool power price swaps are expected to settle monthly through December 2021.

Because the Nord Pool power price swaps are settled in Euros, we have entered into financial contracts to hedge the risk of fluctuations associated with the Euro ("FX swaps").

As of June 30, 2020, we had an open position related to the FX swaps of € 35.6 million that will settle monthly through December 2021.

The following table sets forth the Company's derivative assets and liabilities that were accounted for at fair value and not designated as cash flow hedges as of June 30, 2020 and December 31, 2019, respectively:

As of September 30, 2020, we had an open position related to the FX swaps of € 34.6 million that will settle monthly through December 2021.

The following table sets forth the Company's derivative assets and liabilities that were accounted for at fair value and not designated as cash flow hedges as of September 30, 2020 and December 31, 2019, respectively:

Asset Fair Value

June 30, 2020

September 30, 2020

December 31, 2019

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Liability Fair Value

June 30, 2020

September 30, 2020

December 31, 2019

2 unchanged sentences

Total $ 5.7 $ 4.2

(1) Commodity contracts reflect our outstanding LME forward financial sales contracts, MWP forward financial sales contracts, Hawesville L4 power price swaps, fixed for floating swaps, NYMEX Henry Hub natural gas price swaps, MISO Indiana Hub power price swaps, and Nord Pool power price swaps.

At June 30, 2020 and December 31, 2019, $ 1.5 million and $ 0.2 million of Due from affiliates and $ 3.9 million and $ 0.5 million of Due from affiliates - less current portion, respectively, is related to commodity contract assets with Glencore.

At September 30, 2020 and December 31, 2019, $ 0.1 million and $ 0.2 million of Due from affiliates and $ 1.3 million and $ 0.5 million of Due from affiliates - less current portion, respectively, is related to commodity contract assets with Glencore.

(2) Foreign exchange contracts reflect our outstanding FX swaps.

CENTURY ALUMINUM COMPANY

Condensed Notes to the Consolidated Financial Statements (continued)

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

The following table summarizes the net (loss) gain on forward and derivative contracts:

Three months ended June 30,

Six months ended June 30,

Three months ended September 30,

Nine months ended September 30,

Commodity contracts (3)

2 unchanged sentences

Total $ ( 9.4 ) $ 10.3 $ ( 1.9 ) $ 10.7

(3) For the three months ended June 30, 2020 and 2019, $( 7.9 ) million and $ 1.8 million of the net (loss) gain, respectively, was with Glencore.

For the six months ended June 30, 2020 and 2019, $ 4.7 million and $ 0.8 million of net (loss) gain, respectively, was with Glencore.

(3) For the three months ended September 30, 2020 and 2019, $( 4.6 ) million and $ 1.9 million of the net (loss) gain, respectively, was with Glencore.

For the nine months ended September 30, 2020 and 2019, $ 0.1 million and $ 2.7 million of net (loss) gain, respectively, was with Glencore.

CENTURY ALUMINUM COMPANY

11 unchanged sentences

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

The following summarized condensed consolidating statements of comprehensive income (loss) for the three and six months ended June 30, 2020 and 2019, condensed consolidating balance sheets as of June 30, 2020 and December 31, 2019 and the condensed consolidating statements of cash flows for the six months ended June 30, 2020 and 2019 present separate results for Century, the Guarantor Subsidiaries, the Non-Guarantor Subsidiaries, consolidating adjustments and total consolidated amounts.

The following summarized condensed consolidating statements of comprehensive income (loss) for the three and nine months ended September 30, 2020 and 2019, condensed consolidating balance sheets as of September 30, 2020 and December 31, 2019 and the condensed consolidating statements of cash flows for the nine months ended September 30, 2020 and 2019 present separate results for Century, the Guarantor Subsidiaries, the Non-Guarantor Subsidiaries, consolidating adjustments and total consolidated amounts.

CENTURY ALUMINUM COMPANY

2 unchanged sentences

Condensed Consolidating Statements of Comprehensive Income (Loss)

For the three months ended June 30, 2020

For the three months ended September 30, 2020

The Company Combined Guarantor Subsidiaries Combined

8 unchanged sentences

Operating income (loss) ( 10.6 ) ( 31.2 ) 3.9 — ( 37.9 )

Interest expense - term loan ( 0.5 ) — — — ( 0.5 )

Interest expense - Hawesville term loan ( 0.4 ) — — — ( 0.4 )

Interest expense ( 8.3 ) ( 0.4 ) ( 0.4 ) — ( 9.1 )

2 unchanged sentences

Net gain (loss) on forward and derivative contracts ( 10.0 ) 0.4 0.2 — ( 9.4 )

Loss on early extinguishment of debt ( 1.2 ) — — — ( 1.2 )

Other income (expense) - net ( 0.1 ) 0.2 ( 0.1 ) — 0.0

12 unchanged sentences

Condensed Consolidating Statements of Comprehensive Income (Loss)

For the three months ended June 30, 2019

For the three months ended September 30, 2019

The Company Combined Guarantor Subsidiaries Combined

8 unchanged sentences

Operating income (loss) ( 11.3 ) ( 11.2 ) ( 2.7 ) — ( 25.2 )

Interest expense - term loan ( 0.6 ) — — — ( 0.6 )

Interest expense - Hawesville term loan ( 0.8 ) — — — ( 0.8 )

Interest expense ( 5.1 ) ( 0.4 ) ( 0.1 ) — ( 5.6 )

6 unchanged sentences

Income (loss) before equity in earnings of joint ventures 2.7 ( 8.8 ) ( 14.6 ) — ( 20.7 )

Loss on Sale of BHH — — ( 4.3 ) ( 4.3 )

Equity in earnings (loss) of joint ventures ( 23.4 ) 3.4 ( 0.1 ) 20.1 —

8 unchanged sentences

Condensed Consolidating Statements of Comprehensive Income (Loss)

For the six months ended June 30, 2020

For the nine months ended September 30, 2020

The Company Combined Guarantor Subsidiaries Combined Non-Guarantor Subsidiaries Consolidating Adjustments Total Consolidated

7 unchanged sentences

Operating income (loss) ( 30.5 ) ( 56.6 ) 19.8 — ( 67.3 )

Interest expense - term loan ( 1.2 ) — — — ( 1.2 )

Interest expense - Hawesville term loan ( 1.6 ) — — — ( 1.6 )

Interest expense ( 18.8 ) ( 1.2 ) ( 1.0 ) — ( 21.0 )

2 unchanged sentences

Net gain (loss) on forward and derivative contracts 20.7 1.1 ( 23.7 ) — ( 1.9 )

Loss on early extinguishment of debt ( 1.2 ) — — — ( 1.2 )

Other income (expense) - net — 0.9 2.1 — 3.0

12 unchanged sentences

Condensed Consolidating Statements of Comprehensive Income (Loss)

For the six months ended June 30, 2019

For the nine months ended September 30, 2019

The Company Combined Guarantor Subsidiaries Combined Non-Guarantor Subsidiaries Consolidating Adjustments Total Consolidated

7 unchanged sentences

Operating income (loss) ( 36.9 ) ( 9.6 ) ( 22.7 ) — ( 69.2 )

Interest expense - term loan ( 0.6 ) — — — ( 0.6 )

Interest expense - Hawesville term loan ( 1.3 ) — — — ( 1.3 )

Interest expense ( 15.9 ) ( 1.2 ) ( 0.2 ) — ( 17.3 )

17 unchanged sentences

Condensed Consolidating Balance Sheets

As of June 30, 2020

As of September 30, 2020

The Company Combined Guarantor Subsidiaries Combined

17 unchanged sentences

Accrued employee benefits costs 1.9 7.7 0.8 — 10.4

Term loan - current 20.0 — — — 20.0

Hawesville term loan - current 20.0 — — — 20.0

U.S revolving credit facility 5.0 — — — 5.0

2 unchanged sentences

Senior notes payable 242.8 — — — 242.8

Term loan - less current portion 10.0 — — — 10.0

Hawesville term loan - less current portion 5.0 — — — 5.0

Iceland revolving credit facility — — 45.0 — 45.0

56 unchanged sentences

Condensed Consolidating Statements of Cash Flows

For the six months ended June 30, 2020

For the nine months ended September 30, 2020

The Company Combined Guarantor Subsidiaries Combined

5 unchanged sentences

Net cash provided by (used in) investing activities 14.1 ( 47.6 ) 0.5 21.6 ( 11.4 )

Repayments on term loan ( 10.0 ) — — — ( 10.0 )

Repayment of debt

( 250.0 ) — — — ( 250.0 )

Proceeds from issuance of debt

243.8 — — — 243.8

Repayments on Hawesville term loan ( 15.0 ) — — — ( 15.0 )

Borrowings under revolving credit facilities 128.6 — 45.0 — 173.6

Repayments under revolving credit facilities ( 127.6 ) — — — ( 127.6 )

Debt issuance costs

( 1.1 ) — — — ( 1.1 )

Debt retirement costs

( 0.2 ) — — — ( 0.2 )

Intercompany transactions 36.3 27.4 ( 42.1 ) ( 21.6 ) —

7 unchanged sentences

Condensed Consolidating Statements of Cash Flows

For the six months ended June 30, 2019

For the nine months ended September 30, 2019

The Company Combined Guarantor Subsidiaries Combined

5 unchanged sentences

Net cash provided by (used in) investing activities ( 9.9 ) ( 79.0 ) ( 0.4 ) 59.9 ( 29.4 )

Borrowing under term loan 40.0 — — — 40.0

Borrowing under Hawesville term loan 40.0 — — — 40.0

Borrowings under revolving credit facilities 295.1 — 19.5 — 314.6

8 unchanged sentences

Cash, cash equivalents and restricted cash, end of period $ 1.5 $ 0.8 $ 21.0 $ — $ 23.3

Subsequent Events

On July 1, 2020, we completed our offering of $ 250 million aggregate principal amount of the 2025 Notes.

Concurrently with the closing of the issuance of the 2025 Notes, on July 1, 2020, (i) the maturity date of our U.S.

revolving credit facility was extended to May 16, 2023;

(ii) we purchased at par $ 243,690,000 in aggregate principal amount of the 2021 Notes pursuant to a tender offer commenced in connection with the offering;

and (iii) we notified the holders of all outstanding 2021 Notes that were not purchased in the tender offer of our election to redeem all such remaining 2021 Notes on July 31, 2020, and deposited with the trustee under the indenture governing the 2021 Notes an amount sufficient to fund the full redemption of the remaining 2021 Notes and discharge our obligations with respect thereto.

We applied the net proceeds from the offering of the 2025 Notes described above, together with cash on hand, toward payment of the total consideration amount

CENTURY ALUMINUM COMPANY

1 unchanged sentence

(amounts in millions)

to holders whose 2021 Notes were accepted and purchased in the tender offer and to fund the redemption of any remaining 2021 Notes, which were redeemed on July 31, 2020.

Based on the characteristics of the 2021 Notes and the 2025 Notes that were issued, the tender and redemption of the 2021 Notes would be accounted for as an extinguishment of the debt.

Accordingly, we expect to record a loss on early extinguishment of debt in the third quarter of 2020, consisting of the write-off of deferred financing costs and the debt discount associated with the 2021 Notes, as well as the tender fees paid as part of the tender offer.

Subsequent Events

A new five -year labor agreement for our Grundartangi aluminum smelter was ratified by the employees on October 22, 2020.

The agreement is retroactive to January 1, 2020 and continues through December 31, 2024.

On October 20, 2020, we issued a notice to employees at our Mt.

Holly, South Carolina aluminum smelter of our intent to curtail the Mt.

Holly plant operations by no later than December 31, 2020 when our current power contracts at Mt.

Holly expire, if we are unable to secure a competitively priced power arrangement to deliver energy to the plant.

The announcement was made pursuant to the Worker Adjustment and Retraining Notification Act.

FORWARD-LOOKING STATEMENTS

3 unchanged sentences

Forward-looking statements in this quarterly report and in our other reports filed with the Securities and Exchange Commission (the "SEC"), for example, may include statements regarding:

• The future financial and operating performance of the Company and its subsidiaries, including financial and operating estimates or projections from the restart of curtailed capacity, as a result of future aluminum or raw material costs or otherwise;

• Our assessment of global and local financial and economic conditions;

• Our assessment of the aluminum market and aluminum prices (including premiums);

• Our assessment of alumina pricing and costs associated with our other key raw materials, including power;

• The impact of the continuously evolving COVID-19 pandemic, including any possible impact on our business, operations, financial condition, results of operation, global supply chains or workforce;

• The future financial and operating performance of the Company and its subsidiaries;

• Our ability to successfully manage market risk and to control or reduce costs;

• Our plans and expectations with respect to future operations, including any plans and expectations to curtail or restart production;

• Our plans with regards to future operations and potential curtailment of our Mt.

Holly smelter, including our expectations as to the cost and impact of any curtailment and any future impairment or restructuring charges associated therewith;

• Our plans and ability to bring our Hawesville smelter back to full production and expectations as to the costs and benefits associated with this project, including expected incremental production or earnings and cash flow as well as benefits from investments in new technology and other production improvements;

• Our ability to successfully obtain long-term competitive power arrangements for our operations, including at Mt.

Holly, and the potential benefits we may receive or potential detriments we may incur if we are or are not successful in such efforts;

• Our assessment of global and local financial and economic conditions;

• Our ability to successfully obtain long-term competitive power arrangements for our operations;

• The impact of Section 232 relief, including tariffs or other trade remedies, the extent to which any such remedies may be changed, including through exclusions or exemptions, and the duration of any trade remedy;

8 unchanged sentences

• Negotiations with labor unions;

• The impact of the continuously evolving COVID-19 pandemic, including any possible impact on our business, operations, financial condition, results of operation, global supply chains or workforce;

• Our assessment of any information technology-related risks, including the risk from cyberattack or data security breaches;

8 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-Q

Item 1. Financial Statements