CENTURY ALUMINUM CO 10-Q

Item 1. Financial Statements CENTURY ALUMINUM COMPANY CONSOLIDATED STATEMENTS OF OPERATIONS (in millions, except per share amounts) (Unaudited) Three months ended September 30, Nine months ended September 30, 2020 2019 2020 2019 NET SALES: Related parties $ 235.8 $ 282.3 $ 792.4 $ 898.7 Other customers 157.1 155.7 423.6 502.5 Total net sales 392.9 438.0 1,216.0 1,401.2 Cost of goods sold 420.0 451.7 1,251.3 1,431.8 Gross profit (loss) ( 27.1 ) ( 13.7 ) ( 35.3 ) ( 30.6 ) Selling, general and administrative expenses 11.0 11.6 31.7 38.2 Other operating (income) expense - net ( 0.2 ) ( 0.1 ) 0.3 0.4 Operating income (loss) ( 37.9 ) ( 25.2 ) ( 67.3 ) ( 69.2 ) Interest expense - Hawesville term loan ( 0.4 ) ( 0.8 ) ( 1.6 ) ( 1.3 ) Interest expense ( 9.1 ) ( 5.6 ) ( 21.0 ) ( 17.3 ) Interest income 0.1 0.2 0.6 0.6 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 ) Income (loss) before income taxes and equity in earnings of joint ventures ( 57.9 ) ( 22.0 ) ( 89.4 ) ( 78.1 ) Income tax benefit (expense) ( 0.3 ) 1.3 1.6 5.7 Income (loss) before equity in earnings of joint ventures ( 58.2 ) ( 20.7 ) ( 87.8 ) ( 72.4 ) Loss on sale of BHH — — — ( 4.3 ) Equity in earnings of joint ventures — — 0.0 0.7 Net income (loss) $ ( 58.2 ) $ ( 20.7 ) $ ( 87.8 ) $ ( 76.0 ) Net income (loss) allocated to common stockholders $ ( 58.2 ) $ ( 20.7 ) $ ( 87.8 ) $ ( 76.0 ) EARNINGS (LOSS) PER COMMON SHARE: Basic and diluted $ ( 0.65 ) $ ( 0.23 ) $ ( 0.98 ) $ ( 0.86 ) WEIGHTED AVERAGE COMMON SHARES OUTSTANDING: Basic and diluted 89.5 88.9 89.4 88.6 See condensed notes to consolidated financial statements 4 CENTURY ALUMINUM COMPANY CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) (in millions) (Unaudited) Three months ended September 30, Nine months ended September 30, 2020 2019 2020 2019 Comprehensive income (loss): Net income (loss) $ ( 58.2 ) $ ( 20.7 ) $ ( 87.8 ) $ ( 76.0 ) Other comprehensive income before income tax effect: Net income (loss) on foreign currency cash flow hedges reclassified as income ( 0.1 ) ( 0.0 ) ( 0.1 ) ( 0.1 ) Defined benefit plans and other postretirement benefits: Amortization of prior service benefit (cost) during the period ( 0.7 ) ( 1.2 ) ( 2.3 ) ( 3.8 ) Amortization of net gain (loss) during the period 2.1 2.2 6.5 6.7 Other comprehensive income (loss) before income tax effect 1.3 1.0 4.1 2.8 Income tax effect ( 0.2 ) ( 0.3 ) ( 0.8 ) ( 0.8 ) Other comprehensive income (loss) 1.1 0.7 3.3 2.0 Total comprehensive income (loss) $ ( 57.1 ) $ ( 20.0 ) $ ( 84.5 ) $ ( 74.0 ) See condensed notes to consolidated financial statements 5 CENTURY ALUMINUM COMPANY CONSOLIDATED BALANCE SHEETS (in millions) (Unaudited) September 30, 2020 December 31, 2019 ASSETS Cash and cash equivalents $ 81.4 $ 38.9 Restricted cash 3.7 0.8 Accounts receivable - net 50.6 70.1 Due from affiliates 15.0 30.1 Inventories 267.5 320.6 Derivative assets 10.6 14.6 Prepaid and other current assets 14.5 12.2 Total current assets 443.3 487.3 Property, plant and equipment - net 899.7 949.2 Due from affiliates - less current portion 1.3 0.5 Other assets 61.1 62.7 TOTAL $ 1,405.4 $ 1,499.7 LIABILITIES AND SHAREHOLDERS’ EQUITY LIABILITIES: Accounts payable, trade $ 85.6 $ 97.1 Due to affiliates 2.9 32.9 Accrued and other current liabilities 69.5 61.5 Accrued employee benefits costs 10.4 10.4 Hawesville term loan 20.0 20.0 U.S. revolving credit facility 5.0 4.0 Industrial revenue bonds 7.8 7.8 Total current liabilities 201.2 233.7 Senior notes payable 242.8 249.2 Hawesville term loan - less current portion 5.0 20.0 Iceland revolving credit facility 45.0 — Accrued pension benefits costs - less current portion 56.0 60.8 Accrued postretirement benefits costs - less current portion 98.8 100.7 Other liabilities 46.2 42.4 Leases - right of use liabilities 23.4 22.8 Deferred taxes 94.6 95.1 Total noncurrent liabilities 611.8 591.0 COMMITMENTS AND CONTINGENCIES (NOTE 10) — — SHAREHOLDERS’ EQUITY: Preferred stock (Note 6) 0.0 0.0 Common stock (Note 6) 1.0 1.0 Additional paid-in capital 2,528.4 2,526.5 Treasury stock, at cost ( 86.3 ) ( 86.3 ) Accumulated other comprehensive loss ( 106.5 ) ( 109.8 ) Accumulated deficit ( 1,744.2 ) ( 1,656.4 ) Total shareholders’ equity 592.4 675.0 TOTAL $ 1,405.4 $ 1,499.7 See condensed notes to consolidated financial statements 6 CENTURY ALUMINUM COMPANY CONSOLIDATED STATEMENTS OF CASH FLOWS (in millions) (Unaudited) Nine months ended September 30, 2020 2019 CASH FLOWS FROM OPERATING ACTIVITIES: Net income (loss) $ ( 87.8 ) $ ( 76.0 ) Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities: Loss on sale of BHH — 4.3 Unrealized (gain) loss on derivative instruments 2.3 ( 10.9 ) Lower of cost or NRV inventory adjustment 40.8 15.8 Depreciation and amortization 61.7 63.0 Loss on early extinguishment of debt 1.0 — Other non-cash items - net 1.5 ( 5.9 ) Change in operating assets and liabilities: Accounts receivable - net 19.5 10.7 Due from affiliates 14.9 ( 0.2 ) Inventories 12.3 5.7 Prepaid and other current assets ( 1.0 ) 3.8 Accounts payable, trade ( 12.0 ) ( 11.3 ) Due to affiliates ( 29.9 ) ( 10.3 ) Accrued and other current liabilities 6.7 8.4 Ravenswood retiree medical settlement ( 2.0 ) ( 2.0 ) Other - net 5.3 0.5 Net cash provided by (used in) operating activities 33.3 ( 4.4 ) CASH FLOWS FROM INVESTING ACTIVITIES: Purchase of property, plant and equipment ( 11.5 ) ( 39.9 ) Proceeds from sales of property, plant & equipment 0.1 — Proceeds from sale of joint venture — 10.5 Net cash provided by (used in) investing activities ( 11.4 ) ( 29.4 ) CASH FLOWS FROM FINANCING ACTIVITIES: 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 Repayment on other short-term borrowings — ( 3.4 ) Issuance of common stock — 0.3 Net cash provided by (used in) financing activities 23.5 17.4 CHANGE IN CASH, CASH EQUIVALENTS AND RESTRICTED CASH 45.4 ( 16.4 ) Cash, cash equivalents and restricted cash, beginning of period 39.7 39.7 Cash, cash equivalents and restricted cash, end of period $ 85.1 $ 23.3 7 CENTURY ALUMINUM COMPANY CONSOLIDATED STATEMENTS OF CASH FLOWS (in millions) (Unaudited) Nine months ended September 30, 2020 2019 Supplemental Cash Flow Information: Cash paid for: Interest $ 14.1 $ 11.6 Taxes 0.1 0.3 Non-cash investing activities: Capital expenditures 0.4 3.9 See condensed notes to consolidated financial statements 8 CENTURY ALUMINUM COMPANY CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY (in millions) (Unaudited) Preferred stock Common stock Additional paid-in capital Treasury stock, at cost Accumulated other comprehensive loss Accumulated deficit Total shareholders’ equity 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 ) Other comprehensive income (loss) — — — — 1.1 — 1.1 Share-based compensation — — 0.8 — — — 0.8 Conversion of preferred stock to common stock — — — — — — — 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 ) Other comprehensive income (loss) — — — — 0.7 — 0.7 Share-based compensation — — 0.5 — — — 0.5 Conversion of preferred stock to common stock — — — — — — — Balance, September 30, 2019 $ 0.0 $ 1.0 $ 2,524.8 $ ( 86.3 ) $ ( 98.0 ) $ ( 1,651.6 ) $ 689.9 Preferred stock Common stock Additional paid-in capital Treasury stock, at cost Accumulated other comprehensive loss Accumulated deficit Total shareholders’ equity 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 Net income (loss) — — — — — ( 87.8 ) ( 87.8 ) Other comprehensive income (loss) — — — — 3.3 — 3.3 Share-based compensation — 0.0 1.9 — — — 1.9 Conversion of preferred stock to common stock 0.0 0.0 0.0 — — — 0.0 Balance, September 30, 2020 $ 0.0 $ 1.0 $ 2,528.4 $ ( 86.3 ) $ ( 106.5 ) $ ( 1,744.2 ) $ 592.4 Nine months ended September 30, 2019 Balance, December 31, 2018 $ — $ 1.0 $ 2,523.0 $ ( 86.3 ) $ ( 98.7 ) $ ( 1,576.8 ) $ 762.2 9 Impact of ASU 2018-02 * — — — — ( 1.3 ) 1.3 — Net income (loss) — — — — — ( 76.0 ) ( 76.0 ) Other comprehensive income (loss) — — — — 2.0 — 2.0 Share-based compensation — 0.0 1.8 — — — 1.8 Conversion of preferred stock to common stock 0.0 0.0 ( 0.0 ) — — — 0.0 Balance, September 30, 2019 $ 0.0 $ 1.0 $ 2,524.8 $ ( 86.3 ) $ ( 98.0 ) $ ( 1,651.6 ) $ 689.9 * ASU 2018-02. See Note 7. Income Taxes for further information regarding our adoption of ASU 2018-02. 10 CENTURY ALUMINUM COMPANY Condensed Notes to the Consolidated Financial Statements Three and nine months ended September 30, 2020 and 2019 (amounts in millions, except share and per share amounts) (Unaudited) 1. General The accompanying unaudited interim consolidated financial statements of Century Aluminum Company should be read in conjunction with the audited consolidated financial statements for the year ended December 31, 2019. 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 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. Recently Issued Accounting Standards In December 2019, the FASB issued ASU 2019-12, “Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes." Amendments include the removal of certain exceptions to the general principles of ASC 740 and to improve and simplify accounting for income taxes by clarifying and amending existing guidance. Updates are related to intraperiod tax allocation, interim period tax calculations, tax laws or rate changes in interim periods, and income taxes related to employee stock ownership plans. The ASU is effective for fiscal years beginning after December 15, 2020, including interim periods therein and early adoption is permitted. The Company is currently evaluating the impacts of ASU 2019-12 and we do not expect the adoption to have a material effect on the consolidated financial statements. In March 2020, the Securities and Exchange Commission (“SEC”) issued a final rule that amends the disclosure requirements related issuers and guarantors of certain registered securities under SEC Regulation S-X Rule 3-10. The final rule allows registrants to provide alternative financial disclosures in either the registrant’s MD&A or financial statements, rather than the previous requirement under Rule 3-10, which required condensed consolidating financial information within the financial statements. It also simplifies the requirements in Rule 3-10 that currently must be met for a parent company to qualify for exceptions allowing it to provide alternative disclosures rather than full audited financial statements. The ruling also reduces the periods for which summarized financial information is required to be presented to the most recent (1) annual period and (2) year-to-date interim period. The final rule applies to annual reports on Form 10-K for fiscal years ending after January 4, 2021 and quarterly reports on Form 10-Q for quarterly periods ending after January 4, 2021 and registrants may voluntarily comply with the final rule before the effective date. The Company does not expect the future adoption, which is limited to disclosures only, to have a material effect on the Company’s consolidated financial statements. 2. Related Party Transactions 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 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. See Note 6. Shareholders' Equity for a description of our outstanding Series A Convertible Preferred Stock. From time to time, Century and Glencore enter into various transactions for the purchase and sale of primary aluminum, purchase and sale of alumina, tolling agreements, certain forward financial contracts and loan agreements. 11 CENTURY ALUMINUM COMPANY Condensed Notes to the Consolidated Financial Statements (continued) (amounts in millions, except share and per share amounts) (Unaudited) 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. Glencore purchases aluminum produced at our Grundartangi, Iceland smelter at prices based on the LME plus the European Duty Paid premium plus any additional market-based product premiums. 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 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 nine months ended September 30, 2020 were priced based on published alumina and aluminum indices. Financial contracts with Glencore We have certain financial contracts with Glencore. See Note 13. Derivatives regarding these forward financial sales contracts. Hawesville Term Loan On April 29, 2019, we entered into a loan agreement with Glencore Ltd. pursuant to which the Company borrowed $ 40.0 million (the "Hawesville Term Loan”). See Note 9. Debt for additional information. Borrowings under the Hawesville Term Loan were used to partially finance the second phase of the Hawesville restart project. Summary A summary of the aforementioned significant related party transactions is as follows: Three months ended September 30, Nine months ended September 30, 2020 2019 2020 2019 Net sales to Glencore $ 235.8 $ 282.3 $ 792.4 $ 898.7 Purchases from Glencore 63.7 43.6 137.3 249.8 Purchases from BHH (1) — 2.2 — 16.8 (1) We previously owned a 40 % interest in Baise Haohai Carbon Co. Ltd. ("BHH") and purchased carbon anodes from them for use in our operations. Purchases represented herein were prior to the divestiture of our interest in BHH in May 2019. 3. Revenue We disaggregate our revenue by geographical region as follows: Net Sales Three months ended September 30, Nine months ended September 30, 2020 2019 2020 2019 United States $ 242.0 $ 277.1 $ 764.0 $ 911.9 Iceland 150.9 160.9 452.0 489.3 Total $ 392.9 $ 438.0 $ 1,216.0 $ 1,401.2 12 CENTURY ALUMINUM COMPANY Condensed Notes to the Consolidated Financial Statements (continued) (amounts in millions, except share and per share amounts) (Unaudited) 4. Fair Value Measurements We measure certain of our assets and liabilities at fair value. Fair value represents the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The fair value hierarchy provides transparency regarding the inputs we use to measure fair value. We categorize each fair value measurement in its entirety into the following three levels, based on the lowest level input that is significant to the entire measurement: • Level 1 Inputs - quoted prices (unadjusted) in active markets for identical assets or liabilities that the reporting entity can access at the measurement date. • Level 2 Inputs - inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly. • Level 3 Inputs - significant unobservable inputs for the asset or liability. Recurring Fair Value Measurements As of September 30, 2020 Level 1 Level 2 Level 3 Total ASSETS: Cash equivalents $ 71.2 $ — $ — $ 71.2 Trust assets (1) 0.2 — — 0.2 Derivative instruments — 11.4 6.6 18.0 TOTAL $ 71.4 $ 11.4 $ 6.6 $ 89.4 LIABILITIES: Contingent obligation – net $ — $ — $ — $ — Derivative instruments — 4.9 0.8 5.7 TOTAL $ — $ 4.9 $ 0.8 $ 5.7 (1) Trust assets are currently invested in money market funds. These trust assets are held to fund the non-qualified supplemental executive pension benefit obligations for certain of our officers. Recurring Fair Value Measurements As of December 31, 2019 Level 1 Level 2 Level 3 Total ASSETS: Cash equivalents $ 23.3 $ — $ — $ 23.3 Trust assets (1) 0.2 — — 0.2 Surety bonds (2) 1.8 — — 1.8 Derivative instruments — 9.1 10.6 19.7 TOTAL $ 25.3 $ 9.1 $ 10.6 $ 45.0 LIABILITIES: Contingent obligation – net $ — $ — $ — $ — Derivative instruments — 1.3 2.9 4.2 TOTAL $ — $ 1.3 $ 2.9 $ 4.2 13 CENTURY ALUMINUM COMPANY Condensed Notes to the Consolidated Financial Statements (continued) (amounts in millions, except share and per share amounts) (Unaudited) (1) Trust assets are currently invested in money market funds. 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. We use the following valuation techniques and inputs for fair value measurements categorized within Level 2 of the fair value hierarchy: Level 2 Fair Value Measurements: Asset / Liability Level Valuation Techniques Inputs LME forward financial sales contracts 2 Discounted cash flows Quoted LME forward market MWP forward financial sales contracts 2 Discounted cash flows Quoted MWP forward market Fixed for floating swaps 2 Discounted cash flows Quoted LME forward market, quoted MWP forward market Nord Pool power price swaps 2 Discounted cash flows Quoted Nord Pool forward market MISO Indiana Hub power price swaps 2 Discounted cash flows Quoted Indy Hub forward market FX swaps 2 Discounted cash flows Euro/USD forward exchange rate When valuing Level 3 assets and liabilities, we use certain significant unobservable inputs. Management incorporates various inputs and assumptions including forward commodity prices, commodity price volatility, and macroeconomic conditions, including interest rates and discount rates. 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. 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 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) 10.00 % Contingent obligation $ — Discounted cash flows Quoted LME forward market prices Management's estimates of the LME forward market price beyond the quoted periods (2) $ 1,754 /T-$ 2,312 /T Hawesville L4 power price swaps $ ( 0.8 ) Discounted cash flows Quoted Indy Hub forward market prices Estimates of locational margin prices during contract term in megawatt hours (MWh) (3) $ 0.45 /MWh (1) Represents risk adjusted discount rate. (2) Represents the range of estimated forward LME prices of primary aluminum through the term of the agreement in December 2028. 14 CENTURY ALUMINUM COMPANY Condensed Notes to the Consolidated Financial Statements (continued) (amounts in millions, except share and per share amounts) (Unaudited) (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 September 30, 2020 LME forward financial sales contracts Hawesville L4 power price swaps Balance as of July 1, 2020 $ 6.1 $ ( 1.5 ) Total realized/unrealized gains (losses) Included in net income (loss) (1) ( 4.2 ) ( 0.2 ) Purchases, sales, settlements Purchases — — Sales — — Settlements — 0.9 Transfers into Level 3 (2) 4.7 — Transfers out of Level 3 — — Balance as of September 30, 2020 $ 6.6 $ ( 0.8 ) Change in unrealized gains (losses) (1) $ ( 4.2 ) $ 0.7 (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) 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 U.S. 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) 8.8 1.2 Purchases, sales, settlements Purchases — — Sales — — Settlements — — Transfers into Level 3 — — Transfers out of Level 3 — — Balance as of September 30, 2019 $ 15.7 $ ( 1.5 ) Change in unrealized gains (losses) (1) $ 8.8 $ 1.2 (1) Gains and losses are presented in the Consolidated Statement of Operations within the line item "Net gain (loss) on forward and derivative contracts." 15 CENTURY ALUMINUM COMPANY Condensed Notes to the Consolidated Financial Statements (continued) (amounts in millions, except share and per share amounts) (Unaudited) Level 3 Assets Level 3 Liabilities For the nine months ended September 30, 2020 LME forward financial sales contracts Hawesville L4 power price swaps Balance as of January 1, 2020 $ 10.6 $ ( 2.9 ) Total realized/unrealized gains (losses) Included in net income (loss) (1) 0.8 ( 1.6 ) Purchases, sales, settlements Purchases — — Sales — — Settlements — 3.7 Transfers into Level 3 (2) 4.7 — Transfers out of Level 3 (3) ( 9.5 ) — Balance as of September 30, 2020 $ 6.6 $ ( 0.8 ) Change in unrealized gains (losses) (1) $ 0.8 $ 2.1 (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) 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 Nord Pool power price swaps US LME forward financial sales contracts Hawesville L4 Power Price Swaps Iceland LME forward financial sales contracts FX Swaps Balance as of January 1, 2019 $ 4.7 $ 0.3 $ — $ ( 0.2 ) $ ( 0.3 ) Total realized/unrealized gains (losses) Included in Net Income (1) ( 1.0 ) 15.6 1.2 ( 0.1 ) ( 0.3 ) Purchases, sales, settlements Purchases — — — — — Sales — — — — — Settlements — — — — — Transfers into Level 3 (2) — ( 0.2 ) ( 2.7 ) — — Transfers out of Level 3 ( 3.7 ) — — 0.3 0.6 Balance as of September 30, 2019 $ — $ 15.7 $ ( 1.5 ) $ — $ — Change in unrealized gains (losses) (1) $ ( 1.0 ) $ 15.4 $ ( 1.5 ) $ ( 0.1 ) $ ( 0.3 ) (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. 16 CENTURY ALUMINUM COMPANY Condensed Notes to the Consolidated Financial Statements (continued) (amounts in millions, except share and per share amounts) (Unaudited) 5. Earnings (Loss) Per Share Basic earnings (loss) per share ("EPS") amounts are calculated by dividing net income (loss) allocated to common stockholders by the weighted average number of common shares outstanding during the period. Diluted EPS amounts assume the issuance of common stock for all potentially dilutive securities. The following table shows the basic and diluted earnings (loss) per share: For the three months ended September 30, 2020 2019 Net Income (Loss) Shares (in millions) Per Share Net Income (Loss) Shares (in millions) Per Share Net income (loss) $ ( 58.2 ) $ ( 20.7 ) Amount allocated to common stockholders 100.0 % 100.0 % Basic and diluted EPS (1) $ ( 58.2 ) 89.5 $ ( 0.65 ) $ ( 20.7 ) 88.9 $ ( 0.23 ) For the nine months ended September 30, 2020 2019 Net Income (Loss) Shares (in millions) Per Share Net Income (Loss) Shares (in millions) Per Share Net income (loss) $ ( 87.8 ) $ ( 76.0 ) Amount allocated to common stockholders 100.0 % 100.0 % Basic and diluted EPS (1) $ ( 87.8 ) 89.4 $ ( 0.98 ) $ ( 76.0 ) 88.6 $ ( 0.86 ) Three months ended September 30, Nine months ended September 30, Securities excluded from the calculation of diluted EPS (in millions) (1) : 2020 2019 2020 2019 Share-based compensation 1.7 0.7 1.2 0.6 (1) In periods when we report a net loss, all share-based compensation awards are excluded from the calculation of diluted weighted average shares outstanding because of their anti-dilutive effect on earnings (loss) per share. 17 CENTURY ALUMINUM COMPANY Condensed Notes to the Consolidated Financial Statements (continued) (amounts in millions, except share and per share amounts) (Unaudited) 6. Shareholders’ Equity Common Stock 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. 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. Preferred Stock 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 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 nine months ended September 30, 2020 and 2019. Preferred stock Common stock Common and Preferred Stock Activity (in shares): Series A Convertible Treasury Outstanding Beginning balance as of December 31, 2019 67,323 7,186,521 89,185,661 Conversion of convertible preferred stock ( 1,284 ) — 128,389 Issuance for share-based compensation plans — — 170,784 Ending balance as of September 30, 2020 66,039 7,186,521 89,484,834 Beginning balance as of December 31, 2018 71,967 7,186,521 88,103,440 Conversion of convertible preferred stock ( 3,392 ) — 339,166 Issuance for share-based compensation plans — — 451,161 Ending balance as of September 30, 2019 68,575 7,186,521 88,893,767 Stock Repurchase Program In 2011, our Board of Directors authorized a $ 60.0 million common stock repurchase program and during the first quarter of 2015, our Board of Directors increased the size of the program by $ 70.0 million. Under the program, Century is authorized to repurchase up to $ 130.0 million of our outstanding shares of common stock, from time to time, on the open market at prevailing market prices, in block trades or otherwise. The timing and amount of any shares repurchased will be determined by our management based on its evaluation of market conditions, the trading price of our common stock and other factors. The stock repurchase program may be suspended or discontinued at any time. 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 benefit plans and for the conversion of convertible preferred stock. 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 18 CENTURY ALUMINUM COMPANY Condensed Notes to the Consolidated Financial Statements (continued) (amounts in millions, except share and per share amounts) (Unaudited) 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 September 30, 2020. 7. Income Taxes 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 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 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. On January 1, 2019, the Company adopted ASU 2018-02, "Income Statement-Reporting Comprehensive Income (Topic 220), Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income," which provides for the reclassification from accumulated other comprehensive income to retained earnings of stranded tax effects resulting from the Tax Cuts and Jobs Act ("the Act"). In accordance with the provisions of ASU 2018-02, $ 1.3 million of stranded tax effects related to the Act were reclassified from accumulated other comprehensive loss to retained earnings in the first quarter of 2019. This reclassification included the impact of the change in the federal corporate income tax rate and the related federal benefit of state taxes. The Company’s accounting policy with respect to releasing income tax effects from accumulated other comprehensive income is to apply a security by security approach whereby the tax effects are measured based on the change in the unrealized gains or losses reflected in other comprehensive loss. On March 27, 2020, the Coronavirus Aid, Relief and Economic Security Act (the "CARES Act") was enacted in response to the coronavirus ("COVID-19") pandemic. The CARES Act is aimed at providing assistance and health care for individuals, families, and businesses affected by COVID-19 and generally supporting the U.S. economy. The CARES Act, among other things, includes provisions related to refundable payroll tax credits, deferment of the employer portion of social security payments, net operating loss carryback periods, modifications to the net interest deduction limitations, and technical corrections to tax depreciation methods for qualified improvement property. 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 September 30, 2020, Century does not expect to record material benefits from the CARES Act. 8. Inventories Inventories consist of the following: September 30, 2020 December 31, 2019 Raw materials $ 75.2 $ 101.3 Work-in-process 41.3 44.1 Finished goods 18.4 34.3 Operating and other supplies 132.6 140.9 Total inventories $ 267.5 $ 320.6 19 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. 9. Debt September 30, 2020 December 31, 2019 Debt classified as current liabilities: Hawesville Term Loan - current portion (1) $ 20.0 $ 20.0 Hancock County industrial revenue bonds ("IRBs") due April 1, 2028, interest payable quarterly (variable interest rates (not to exceed 12 %)) (2) 7.8 7.8 U.S. Revolving Credit Facility (3) 5.0 4.0 Debt classified as non-current liabilities: Iceland Revolving Credit Facility (4) 45.0 — 7.5 % senior secured notes due June 2021, net of debt discount of $ 0.8 million at December 31, 2019 — 249.2 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 242.8 — Hawesville Term Loan - less current portion (1) , principal and interest payable monthly 5.0 20.0 Total $ 325.6 $ 301.0 (1) See "Hawesville Term Loan" below. 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 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 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 General. 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 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 our option. Maturity. The 2025 Notes mature on July 1, 2025. Seniority. 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. Guaranty. 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. 20 CENTURY ALUMINUM COMPANY Condensed Notes to the Consolidated Financial Statements (continued) (amounts in millions, except share and per share amounts) (Unaudited) Collateral. 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; and (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 2021 105.0 % 2022 102.5 % 2023 101.25 % 2024 100.0 % 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. Covenants. 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 On April 29, 2019, we entered into a loan agreement with Glencore Ltd. pursuant to which the Company borrowed $ 40.0 million. 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 21 CENTURY ALUMINUM COMPANY Condensed Notes to the Consolidated Financial Statements (continued) (amounts in millions, except share and per share amounts) (Unaudited) 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. U.S. 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 (as amended from time to time, the "U.S. revolving credit facility"). The U.S. revolving credit facility provides for borrowings of up to $ 175.0 million in the aggregate, including up to $ 110.0 million under a letter of credit sub-facility, and also includes an uncommitted accordion feature whereby borrowers may increase the capacity of the U.S. revolving credit facility by up to $ 50.0 million, subject to agreement with the lenders. The U.S. 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 September 30, 2020, there were $ 5.0 million in outstanding borrowings under our U.S. revolving credit facility. Principal payments, if any, are due upon maturity of the U.S. revolving credit facility and may be prepaid without penalty. Status of our U.S. revolving credit facility: September 30, 2020 Credit facility maximum amount $ 175.0 Borrowing availability 124.6 Outstanding letters of credit issued 36.6 Outstanding borrowings 5.0 Borrowing availability, net of outstanding letters of credit and borrowings 83.0 Iceland Revolving Credit Facility 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 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. Principal payments, if any, are due upon maturity of the Iceland revolving credit facility and may be prepaid without penalty. Status of our Iceland revolving credit facility: September 30, 2020 Credit facility maximum amount $ 50.0 Borrowing availability 50.0 Outstanding letters of credit issued — Outstanding borrowings 45.0 Borrowing availability, net of borrowings 5.0 22 CENTURY ALUMINUM COMPANY Condensed Notes to the Consolidated Financial Statements (continued) (amounts in millions, except share and per share amounts) (Unaudited) 10. Commitments and Contingencies We have pending against us or may be subject to various lawsuits, claims and proceedings related primarily to employment, commercial, stockholder, environmental, safety and health matters and are involved in other matters that may give rise to contingent liabilities. While the results of such matters and claims cannot be predicted with certainty, we believe that the ultimate outcome of any such matters and claims will not have a material adverse impact on our financial condition, results of operations or liquidity. However, because of the nature and inherent uncertainties of litigation and estimating liabilities, should the resolution or outcome of these actions be unfavorable, our business, financial condition, results of operations and liquidity could be materially and adversely affected. In evaluating whether to accrue for losses associated with legal or environmental contingencies, it is our policy to take into consideration factors such as the facts and circumstances asserted, our historical experience with contingencies of a similar nature, the likelihood of our prevailing and the severity of any potential loss. For some matters, no accrual is established because we have assessed our risk of loss to be remote. Where the risk of loss is probable and the amount of the loss can be reasonably estimated, we record an accrual, either on an individual basis or with respect to a group of matters involving similar claims, based on the factors set forth above. While we regularly review the status of, and our estimates of potential liability associated with, contingencies to determine the adequacy of any associated accruals and related disclosures, the ultimate amount of loss may differ from our estimates. Legal Contingencies Vernon In July 2006, we were named as a defendant, together with certain affiliates of Alcan Inc., in a lawsuit brought by Alcoa Inc. seeking to determine responsibility for certain environmental indemnity obligations related to the sale of a cast aluminum plate manufacturing facility located in Vernon, California, which we purchased from Alcoa Inc. in December 1998, and sold to Alcan Rolled Products-Ravenswood LLC in July 1999. The complaint also seeks costs and attorney fees. The matter was stayed by the court in 2008 to allow for the remediation of environmental areas at the site. On June 30, 2016, the U.S. District Court for the District of Delaware ordered the stay lifted and reopened the case. Discovery was completed in the third quarter of 2019. 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. Ravenswood Retiree Medical Benefits In November 2009, Century Aluminum of West Virginia ("CAWV") filed a class action complaint for declaratory judgment against the United Steel, Paper and Forestry, Rubber, Manufacturing, Energy, Allied Industrial and Service Workers International Union ("USW"), the USW’s local and certain CAWV retirees, individually and as class representatives ("CAWV Retirees"), seeking a declaration of CAWV’s rights to modify/terminate retiree medical benefits. Later in November 2009, the USW and representatives of a retiree class filed a separate suit against CAWV, Century Aluminum Company, Century Aluminum Master Welfare Benefit Plan, and various John Does with respect to the foregoing. On August 18, 2017, the District Court for the Southern District of West Virginia approved a settlement agreement in respect of these actions. Under the terms of the settlement agreement, CAWV agreed to make payments into a trust for the benefit of the CAWV Retirees in the aggregate amount of $ 23.0 million over the course of ten years . Upon approval of the settlement, we paid $ 5.0 million to the aforementioned trust in September 2017 and recognized a gain of $ 5.5 million to arrive at the-then net present value of $ 12.5 million. CAWV has agreed to pay the remaining amounts under the settlement agreement in annual increments of $ 2.0 million for nine years . As of September 30, 2020, $ 2.0 million was recorded in other current liabilities and $ 7.3 million was recorded in other liabilities. 23 CENTURY ALUMINUM COMPANY Condensed Notes to the Consolidated Financial Statements (continued) (amounts in millions, except share and per share amounts) (Unaudited) PBGC Settlement In 2013, we entered into a settlement agreement with the Pension Benefit Guarantee Corporation ("PBGC") regarding an alleged "cessation of operations" at our Ravenswood facility. Pursuant to the terms of the agreement, we agreed to make additional contributions (above any minimum required contributions) to our defined benefit pension plans totaling approximately $ 17.4 million. 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 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. The remaining contributions under this agreement are approximately $ 9.6 million. Environmental Contingencies Matters relating to the St. Croix Alumina Refining Facility We are a party to a United States Environmental Protection Agency Administrative Order on Consent (the "Order") pursuant to which certain past and present owners of an alumina refining facility at St. Croix, Virgin Islands (the "St. Croix Alumina Refinery") have agreed to carry out a Hydrocarbon Recovery Plan to remove and manage hydrocarbons floating on groundwater underlying the facility. Pursuant to the Hydrocarbon Recovery Plan, recovered hydrocarbons and groundwater are delivered to the adjacent petroleum refinery where they are received and managed. At this time, we are not able to estimate the amount of any future potential payments under this indemnification to comply with the Order, but we do not anticipate that any such amounts will have a material adverse effect on our financial condition, results of operations or liquidity, regardless of the final outcome. In December 2010, Century was among several defendants named in a lawsuit filed by plaintiffs who either worked, resided or owned property in the area downwind from the St. Croix Alumina Refinery. In March 2011, Century was also named a defendant in a nearly identical suit brought by certain additional plaintiffs. The plaintiffs in both suits allege damages caused by the presence of red mud and other particulates coming from the alumina facility and are seeking unspecified monetary damages, costs and attorney fees as well as certain injunctive relief. We tendered indemnity and defense to St. Croix Alumina LLC and Alcoa Alumina & Chemical LLC under the terms of an acquisition agreement relating to the facility and have filed motions to dismiss plaintiffs’ claims. In August 2015, the Superior Court of the Virgin Islands, Division of St. Croix denied the motions to dismiss but ordered all plaintiffs to refile individual complaints. On February 28, 2018, plaintiffs in both cases filed a Motion for Voluntary Dismissal of Century without prejudice to refiling. At this time, it is not possible to predict the ultimate outcome of or to estimate a range of reasonably possible losses for any of the foregoing actions relating to the St. Croix Alumina Refinery. Power Commitments and Contingencies Hawesville Hawesville has a power supply arrangement with Kenergy and EDF Trading North America, LLC (“EDF") which provides market-based power to the Hawesville smelter. Under this arrangement, the power companies purchase power on the open market and pass it through to Hawesville at Midcontinent Independent System Operator ("MISO") pricing plus transmission and other costs. The power supply arrangement with Kenergy has an effective term through December 2023. The arrangement with EDF to act as our market participant with MISO has an effective term through May 2022. Each of these agreements provide for automatic extension on a year-to-year basis unless a one year notice is given. Sebree Sebree has a power supply arrangement with Kenergy and EDF which provides market-based power to the Sebree smelter. Similar to the arrangement at Hawesville, the power companies purchase power on the open market and pass it through to Sebree at MISO pricing plus transmission and other costs. The power supply arrangement with Kenergy has an effective term through December 2023. The arrangement with EDF to act as our market participant with MISO has an effective term through May 2022. Each of these agreements provides for automatic extension on a year-to-year basis unless a one year notice is given. 24 CENTURY ALUMINUM COMPANY Condensed Notes to the Consolidated Financial Statements (continued) (amounts in millions, except share and per share amounts) (Unaudited) Mt. Holly Mt. Holly has a power supply arrangement pursuant to which 25 % of the Mt. Holly load is served from the South Carolina Public Service Authority’s ("Santee Cooper") generation at a cost-based industrial rate and 75 % of the Mt. 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. 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 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. These power purchase agreements expire on various dates from 2023 through 2036 (subject to extension). The power purchase agreements with HS and OR both provide power at LME-based variable rates for the duration of these agreements. The power purchase agreement with Landsvirkjun for 161 MW provides power at rates linked to the Nord Pool power market. Helguvik Nordural Helguvik ehf ("Helguvik") has a power purchase agreement with OR to provide a portion of the power requirements to the Helguvik project. The agreement would provide power at LME-based variable rates and contain take-or-pay obligations with respect to a significant percentage of the total committed and available power under such agreement. The first phase of power under the OR purchase agreement (approximately 47.5 MW) became available in the fourth quarter of 2011 and is currently being utilized at Grundartangi. The agreement contains certain conditions to OR’s obligations with respect to the remaining phases and OR has alleged that certain of these conditions have not been satisfied. Other Commitments and Contingencies Labor Commitments The bargaining unit employees at our Grundartangi, Vlissingen, Hawesville and Sebree facilities are represented by labor unions, representing approximately 66 % of our total workforce. 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 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. Approximately 57 % of our U.S. based work force is represented by USW. The labor agreement for Hawesville employees is effective through April 1, 2021. Century Sebree's labor agreement with the USW for its employees is effective through October 28, 2023. Mt. Holly employees are not represented by a labor union. 25 CENTURY ALUMINUM COMPANY Condensed Notes to the Consolidated Financial Statements (continued) (amounts in millions, except share and per share amounts) (Unaudited) 11. Components of Accumulated Other Comprehensive Loss Components of AOCL: September 30, 2020 December 31, 2019 Defined benefit plan liabilities $ ( 111.7 ) $ ( 115.9 ) Unrealized gain (loss) on financial instruments 2.2 2.3 Other comprehensive loss before income tax effect ( 109.5 ) ( 113.6 ) Income tax effect (1) 3.0 3.8 Accumulated other comprehensive loss $ ( 106.5 ) $ ( 109.8 ) (1) The allocation of the income tax effect to the components of other comprehensive loss is as follows: September 30, 2020 December 31, 2019 Defined benefit plan liabilities $ 3.4 $ 4.3 Unrealized loss on financial instruments ( 0.4 ) ( 0.4 ) The following table summarizes the changes in the accumulated balances for each component of AOCL: Defined benefit plan and other postretirement liabilities Unrealized gain (loss) on financial instruments Total, net of tax Balance, July 1, 2020 $ ( 109.5 ) $ 1.9 $ ( 107.6 ) Net amount reclassified to net income (loss) 1.2 ( 0.1 ) 1.1 Balance, September 30, 2020 $ ( 108.3 ) $ 1.8 $ ( 106.5 ) Balance, July 1, 2019 $ ( 100.7 ) $ 2.0 $ ( 98.7 ) Net amount reclassified to net income 0.7 0.0 0.7 Balance, September 30, 2019 $ ( 100.0 ) $ 2.0 $ ( 98.0 ) Balance, December 31, 2019 $ ( 111.7 ) $ 1.9 $ ( 109.8 ) Net amount reclassified to net loss 3.4 ( 0.1 ) 3.3 Balance, September 30, 2020 $ ( 108.3 ) $ 1.8 $ ( 106.5 ) Balance, December 31, 2018 $ ( 100.7 ) $ 2.0 $ ( 98.7 ) Impact of ASU 2018-02 (1) ( 1.3 ) — ( 1.3 ) Net amount reclassified to net income (loss) 2.1 ( 0.1 ) 2.0 Balance, September 30, 2019 $ ( 100.0 ) $ 2.0 $ ( 98.0 ) (1) ASU 2018-02. See Note 7. Income Taxes for further information regarding our adoption of ASU 2018-02. 26 CENTURY ALUMINUM COMPANY Condensed Notes to the Consolidated Financial Statements (continued) (amounts in millions, except share and per share amounts) (Unaudited) Reclassifications out of AOCL were included in the consolidated statements of operations as follows: Three months ended September 30, Nine months ended September 30, AOCL Components Location 2020 2019 2020 2019 Defined benefit plan and other postretirement liabilities Cost of goods sold $ 0.8 $ 0.8 $ 2.3 $ 1.7 Selling, general and administrative expenses 0.1 ( 0.3 ) 0.5 ( 0.9 ) Other operating expense, net 0.5 0.5 1.4 2.1 Income tax effect ( 0.2 ) ( 0.3 ) ( 0.8 ) ( 0.8 ) Net of tax $ 1.2 $ 0.7 $ 3.4 $ 2.1 Unrealized loss on financial instruments Cost of goods sold $ ( 0.1 ) $ 0.0 $ ( 0.1 ) $ ( 0.1 ) Income tax effect 0.0 0.0 0.0 0.0 Net of tax $ ( 0.1 ) $ 0.0 $ ( 0.1 ) $ ( 0.1 ) 12. Components of Net Periodic Benefit Cost Pension Benefits Three months ended September 30, Nine months ended September 30, 2020 2019 2020 2019 Service cost $ 1.3 $ 1.0 $ 3.7 $ 2.5 Interest cost 2.9 3.3 8.5 10.0 Expected return on plan assets ( 5.3 ) ( 4.5 ) ( 15.6 ) ( 13.7 ) Amortization of prior service costs 0.1 0.0 0.1 0.6 Amortization of net loss 1.6 1.6 4.9 4.9 Net periodic benefit cost $ 0.6 $ 1.4 $ 1.6 $ 4.3 Other Postretirement Benefits ("OPEB") Three months ended September 30, Nine months ended September 30, 2020 2019 2020 2019 Service cost $ 0.0 $ 0.0 $ 0.2 $ 0.8 Interest cost 0.8 1.1 2.3 3.4 Amortization of prior service cost ( 0.8 ) ( 1.2 ) ( 2.4 ) ( 4.3 ) Amortization of net loss 0.5 0.6 1.6 1.7 Net periodic benefit cost $ 0.5 $ 0.5 $ 1.7 $ 1.6 13. Derivatives 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. We also had an open position of 126,000 tonnes related to Midwest Premium ("MWP") forward financial sales contracts to fix the forward MWP price. These contracts are expected to settle through December 2021. We have also entered into LME and MWP financial 27 CENTURY ALUMINUM COMPANY Condensed Notes to the Consolidated Financial Statements (continued) (amounts in millions, except share and per share amounts) (Unaudited) 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 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 Grundartangi's exposure to the Nord Pool power market (“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 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 September 30, 2020 December 31, 2019 Commodity contracts (1) $ 17.0 $ 19.7 Foreign exchange contracts (2) 1.0 — Total $ 18.0 $ 19.7 Liability Fair Value September 30, 2020 December 31, 2019 Commodity contracts (1) $ 5.7 $ 3.6 Foreign exchange contracts (2) — 0.6 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, and Nord Pool power price swaps. 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. The following table summarizes the net (loss) gain on forward and derivative contracts: Three months ended September 30, Nine months ended September 30, 2020 2019 2020 2019 Commodity contracts (3) $ ( 11.0 ) $ 10.6 $ 0.8 $ 11.2 Foreign exchange contracts 1.6 ( 0.3 ) ( 2.7 ) ( 0.5 ) Total $ ( 9.4 ) $ 10.3 $ ( 1.9 ) $ 10.7 (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. 28 CENTURY ALUMINUM COMPANY Condensed Notes to the Consolidated Financial Statements (continued) (amounts in millions) (Unaudited) 14. Condensed Consolidating Financial Information The Company has filed a Registration Statement on Form S-3 (the "Universal Shelf Registration Statement") with the Securities and Exchange Commission pursuant to which the Company may, from time to time, offer an indeterminate amount of securities, which may include securities that are guaranteed by certain of the Company's subsidiaries. The condensed consolidated financial information below is presented herein pursuant to the Universal Shelf Registration Statement. We have not issued any debt securities pursuant to the Universal Shelf Registration Statement. "Guarantor Subsidiaries" refers to all of our material domestic subsidiaries except for Nordural US LLC, Century Aluminum Development LLC and Century Aluminum of West Virginia, Inc. The Guarantor Subsidiaries are 100 % owned by Century. All guarantees will be full and unconditional; all guarantees will be joint and several. Our foreign subsidiaries, together with Nordural US LLC, Century Aluminum Development LLC and Century Aluminum of West Virginia, Inc., are collectively referred to as the “Non-Guarantor Subsidiaries”. We allocate corporate expenses or income to our subsidiaries and charge interest on certain intercompany balances. 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. 29 CENTURY ALUMINUM COMPANY Condensed Notes to the Consolidated Financial Statements (continued) (amounts in millions) (Unaudited) Condensed Consolidating Statements of Comprehensive Income (Loss) For the three months ended September 30, 2020 The Company Combined Guarantor Subsidiaries Combined Non-Guarantor Subsidiaries Consolidating Adjustments Total Consolidated NET SALES: Related parties $ — $ 116.4 $ 119.4 $ — $ 235.8 Other customers — 125.7 31.4 — 157.1 Total net sales — 242.1 150.8 — 392.9 Cost of goods sold — 273.3 146.7 — 420.0 Gross profit (loss) — ( 31.2 ) 4.1 — ( 27.1 ) Selling, general and administrative expenses 10.6 — 0.4 — 11.0 Other operating (income) expense - net — — ( 0.2 ) — ( 0.2 ) Operating income (loss) ( 10.6 ) ( 31.2 ) 3.9 — ( 37.9 ) Interest expense - Hawesville term loan ( 0.4 ) — — — ( 0.4 ) Interest expense ( 8.3 ) ( 0.4 ) ( 0.4 ) — ( 9.1 ) Intercompany interest 8.1 2.8 ( 10.9 ) — — Interest income — — 0.1 — 0.1 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 Income (loss) before income taxes and equity in earnings of joint ventures ( 22.5 ) ( 28.2 ) ( 7.2 ) — ( 57.9 ) Income tax benefit (expense) 0.0 — ( 0.3 ) — ( 0.3 ) Income (loss) before equity in earnings of joint ventures ( 22.5 ) ( 28.2 ) ( 7.5 ) — ( 58.2 ) Equity in earnings (loss) of joint ventures ( 35.7 ) 0.8 — 34.9 — Net income (loss) ( 58.2 ) ( 27.4 ) ( 7.5 ) 34.9 ( 58.2 ) Other comprehensive income before income tax effect 1.3 0.8 0.4 ( 1.2 ) 1.3 Income tax effect ( 0.2 ) — — — ( 0.2 ) Other comprehensive income 1.1 0.8 0.4 ( 1.2 ) 1.1 Total comprehensive income (loss) $ ( 57.1 ) $ ( 26.6 ) $ ( 7.1 ) $ 33.7 $ ( 57.1 ) 30 CENTURY ALUMINUM COMPANY Condensed Notes to the Consolidated Financial Statements (continued) (amounts in millions) (Unaudited) Condensed Consolidating Statements of Comprehensive Income (Loss) For the three months ended September 30, 2019 The Company Combined Guarantor Subsidiaries Combined Non-Guarantor Subsidiaries Consolidating Adjustments Total Consolidated NET SALES: Related parties $ — $ 132.9 $ 149.4 $ — $ 282.3 Other customers — 144.2 11.5 — 155.7 Total net sales — 277.1 160.9 — 438.0 Cost of goods sold — 288.3 163.4 — 451.7 Gross profit (loss) — ( 11.2 ) ( 2.5 ) — ( 13.7 ) Selling, general and administrative expenses 11.3 — 0.3 — 11.6 Other operating (income) expense - net — — ( 0.1 ) — ( 0.1 ) Operating income (loss) ( 11.3 ) ( 11.2 ) ( 2.7 ) — ( 25.2 ) Interest expense - Hawesville term loan ( 0.8 ) — — — ( 0.8 ) Interest expense ( 5.1 ) ( 0.4 ) ( 0.1 ) — ( 5.6 ) Intercompany interest 8.8 2.6 ( 11.4 ) — — Interest income 0.1 — 0.1 — 0.2 Net gain (loss) on forward and derivative contracts 10.2 0.3 ( 0.2 ) — 10.3 Other income (expense) - net 0.1 ( 0.1 ) ( 0.9 ) — ( 0.9 ) Income (loss) before income taxes and equity in earnings of joint ventures 2.0 ( 8.8 ) ( 15.2 ) — ( 22.0 ) Income tax (expense) benefit 0.7 — 0.6 — 1.3 Income (loss) before equity in earnings of joint ventures 2.7 ( 8.8 ) ( 14.6 ) — ( 20.7 ) Equity in earnings (loss) of joint ventures ( 23.4 ) 3.4 ( 0.1 ) 20.1 — Net income (loss) ( 20.7 ) ( 5.4 ) ( 14.7 ) 20.1 ( 20.7 ) Other comprehensive income (loss) before income tax effect 1.0 0.8 0.5 ( 1.3 ) 1.0 Income tax effect ( 0.3 ) — — — ( 0.3 ) Other comprehensive income 0.7 0.8 0.5 ( 1.3 ) 0.7 Total comprehensive income (loss) $ ( 20.0 ) $ ( 4.6 ) $ ( 14.2 ) $ 18.8 $ ( 20.0 ) 31 CENTURY ALUMINUM COMPANY Condensed Notes to the Consolidated Financial Statements (continued) (amounts in millions) (Unaudited) Condensed Consolidating Statements of Comprehensive Income (Loss) For the nine months ended September 30, 2020 The Company Combined Guarantor Subsidiaries Combined Non-Guarantor Subsidiaries Consolidating Adjustments Total Consolidated NET SALES: Related parties $ — $ 420.5 $ 371.9 $ — $ 792.4 Other customers — 343.5 80.1 — 423.6 Total net sales — 764.0 452.0 — 1,216.0 Cost of goods sold — 820.6 430.7 — 1,251.3 Gross profit (loss) — ( 56.6 ) 21.3 — ( 35.3 ) Selling, general and administrative expenses 30.5 — 1.2 — 31.7 Other operating (income) expense - net — — 0.3 — 0.3 Operating income (loss) ( 30.5 ) ( 56.6 ) 19.8 — ( 67.3 ) Interest expense - Hawesville term loan ( 1.6 ) — — — ( 1.6 ) Interest expense ( 18.8 ) ( 1.2 ) ( 1.0 ) — ( 21.0 ) Intercompany interest 24.6 8.2 ( 32.8 ) — — Interest income 0.3 — 0.3 — 0.6 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 Income (loss) before income taxes and equity in earnings of joint ventures ( 6.5 ) ( 47.6 ) ( 35.3 ) — ( 89.4 ) Income tax benefit (expense) 1.0 — 0.6 — 1.6 Income (loss) before equity in earnings of joint ventures ( 5.5 ) ( 47.6 ) ( 34.7 ) — ( 87.8 ) Equity in earnings (loss) of joint ventures ( 82.3 ) 3.1 — 79.2 0.0 Net income (loss) ( 87.8 ) ( 44.5 ) ( 34.7 ) 79.2 ( 87.8 ) Other comprehensive income before income tax effect 4.1 2.3 1.3 ( 3.6 ) 4.1 Income tax effect ( 0.8 ) — — — ( 0.8 ) Other comprehensive income 3.3 2.3 1.3 ( 3.6 ) 3.3 Total comprehensive income (loss) $ ( 84.5 ) $ ( 42.2 ) $ ( 33.4 ) $ 75.6 $ ( 84.5 ) 32 CENTURY ALUMINUM COMPANY Condensed Notes to the Consolidated Financial Statements (continued) (amounts in millions) (Unaudited) Condensed Consolidating Statements of Comprehensive Income (Loss) For the nine months ended September 30, 2019 The Company Combined Guarantor Subsidiaries Combined Non-Guarantor Subsidiaries Consolidating Adjustments Total Consolidated NET SALES: Related parties $ — $ 432.8 $ 465.9 $ — $ 898.7 Other customers — 479.1 23.4 — 502.5 Total net sales — 911.9 489.3 — 1,401.2 Cost of goods sold — 921.5 510.3 — 1,431.8 Gross profit (loss) — ( 9.6 ) ( 21.0 ) — ( 30.6 ) Selling, general and administrative expenses 36.9 — 1.3 — 38.2 Other operating (income) expense - net — — 0.4 — 0.4 Operating income (loss) ( 36.9 ) ( 9.6 ) ( 22.7 ) — ( 69.2 ) Interest expense - Hawesville term loan ( 1.3 ) — — — ( 1.3 ) Interest expense ( 15.9 ) ( 1.2 ) ( 0.2 ) — ( 17.3 ) Intercompany interest 26.2 7.6 ( 33.8 ) — — Interest income 0.2 — 0.4 — 0.6 Net gain (loss) on forward and derivative contracts 10.3 1.0 ( 0.6 ) — 10.7 Other income (expense) - net 0.9 ( 2.0 ) ( 0.5 ) — ( 1.6 ) Income (loss) before income taxes and equity in earnings of joint ventures ( 16.5 ) ( 4.2 ) ( 57.4 ) — ( 78.1 ) Income tax benefit (expense) 1.6 — 4.1 — 5.7 Income (loss) before equity in earnings of joint ventures ( 14.9 ) ( 4.2 ) ( 53.3 ) — ( 72.4 ) Loss on sale of BHH — — ( 4.3 ) — ( 4.3 ) Equity in earnings (loss) of joint ventures ( 61.1 ) 3.1 0.7 58.0 0.7 Net income (loss) ( 76.0 ) ( 1.1 ) ( 56.9 ) 58.0 ( 76.0 ) Other comprehensive income before income tax effect 2.8 1.6 2.0 ( 3.6 ) 2.8 Income tax effect ( 0.8 ) — — — ( 0.8 ) Other comprehensive income 2.0 1.6 2.0 ( 3.6 ) 2.0 Total comprehensive income (loss) $ ( 74.0 ) $ 0.5 $ ( 54.9 ) $ 54.4 $ ( 74.0 ) 33 CENTURY ALUMINUM COMPANY Condensed Notes to the Consolidated Financial Statements (continued) (amounts in millions) (Unaudited) Condensed Consolidating Balance Sheets As of September 30, 2020 The Company Combined Guarantor Subsidiaries Combined Non-Guarantor Subsidiaries Consolidating Adjustments Total Consolidated Cash & cash equivalents $ 3.1 $ 0.2 $ 78.1 $ — $ 81.4 Restricted cash — 1.8 1.9 — 3.7 Accounts receivable - net 1.7 46.8 2.1 — 50.6 Due from affiliates — 4.5 10.5 — 15.0 Inventories — 178.3 89.2 — 267.5 Derivative Assets 9.8 — 0.8 — 10.6 Prepaid and other current assets 4.1 1.9 8.5 — 14.5 Total current assets 18.7 233.5 191.1 — 443.3 Property, plant and equipment - net 14.8 319.8 565.1 — 899.7 Investment in subsidiaries 533.8 65.9 — ( 599.7 ) — Due from affiliates - less current portion 768.7 584.5 3.4 ( 1,355.3 ) 1.3 Other assets 38.0 4.2 18.9 — 61.1 TOTAL $ 1,374.0 $ 1,207.9 $ 778.5 $ ( 1,955.0 ) $ 1,405.4 Accounts payable, trade $ 3.2 $ 59.4 $ 23.0 $ — $ 85.6 Due to affiliates 1.6 1.3 — — 2.9 Accrued and other current liabilities 23.8 22.3 23.4 — 69.5 Accrued employee benefits costs 1.9 7.7 0.8 — 10.4 Hawesville term loan - current 20.0 — — — 20.0 U.S revolving credit facility 5.0 — — — 5.0 Industrial revenue bonds — 7.8 — — 7.8 Total current liabilities 55.5 98.5 47.2 — 201.2 Senior notes payable 242.8 — — — 242.8 Hawesville term loan - less current portion 5.0 — — — 5.0 Iceland revolving credit facility — — 45.0 — 45.0 Accrued pension benefits costs - less current portion 23.9 25.4 6.7 — 56.0 Accrued postretirement benefits costs - less current portion 1.0 96.0 1.8 — 98.8 Due to affiliates - long term 439.8 352.1 563.4 ( 1,355.3 ) — Other liabilities 7.5 24.4 14.3 — 46.2 Leases - right of use liabilities 6.1 0.0 17.3 — 23.4 Deferred taxes — 0.4 94.2 — 94.6 Total noncurrent liabilities 726.1 498.3 742.7 ( 1,355.3 ) 611.8 Preferred stock 0.0 — — — 0.0 Common stock 1.0 — — — 1.0 Other shareholders' equity 591.4 611.1 ( 11.4 ) ( 599.7 ) 591.4 Total shareholders' equity 592.4 611.1 ( 11.4 ) ( 599.7 ) 592.4 TOTAL $ 1,374.0 $ 1,207.9 $ 778.5 $ ( 1,955.0 ) $ 1,405.4 34 CENTURY ALUMINUM COMPANY Condensed Notes to the Consolidated Financial Statements (continued) (amounts in millions) (Unaudited) Condensed Consolidating Balance Sheets As of December 31, 2019 The Company Combined Guarantor Subsidiaries Combined Non-Guarantor Subsidiaries Consolidating Adjustments Total Consolidated Cash & cash equivalents $ 0.3 $ 0.1 $ 38.5 $ — $ 38.9 Restricted cash — 0.8 — — 0.8 Accounts receivable - net 0.7 64.1 5.3 — 70.1 Due from affiliates — 10.9 19.2 — 30.1 Inventories — 205.5 115.1 — 320.6 Derivative Assets 12.2 — 2.4 — 14.6 Prepaid and other current assets 3.0 2.8 6.4 — 12.2 Total current assets 16.2 284.2 186.9 — 487.3 Property, plant and equipment - net 17.2 334.8 597.2 — 949.2 Investment in subsidiaries 609.5 62.7 — ( 672.2 ) — Due from affiliates - long term 749.5 537.9 5.1 ( 1,292.0 ) 0.5 Other assets 38.1 5.7 18.9 — 62.7 TOTAL $ 1,430.5 $ 1,225.3 $ 808.1 $ ( 1,964.2 ) $ 1,499.7 Accounts payable, trade $ 2.3 $ 66.2 $ 28.6 $ — $ 97.1 Due to affiliates — 2.2 30.7 — 32.9 Accrued and other current liabilities 23.5 27.3 14.7 — 65.5 Accrued employee benefits costs 1.9 7.7 0.8 — 10.4 Hawesville term loan 20.0 — — — 20.0 Industrial revenue bonds — 7.8 — — 7.8 Total current liabilities 47.7 111.2 74.8 — 233.7 Senior notes payable 249.2 — — — 249.2 Hawesville term loan - less current portion 20.0 — — — 20.0 Accrued pension benefits costs - less current portion 25.1 27.3 8.4 — 60.8 Accrued postretirement benefits costs - less current portion 1.1 97.8 1.8 — 100.7 Leases - right of use liabilities 5.5 0.4 16.9 — 22.8 Other liabilities 3.5 22.2 16.7 — 42.4 Due to affiliates - long term 403.4 315.9 572.7 ( 1,292.0 ) — Deferred taxes — 0.4 94.7 — 95.1 Total noncurrent liabilities 707.8 464.0 711.2 ( 1,292.0 ) 591.0 Preferred stock 0.0 — — — 0.0 Common stock 1.0 0.0 0.1 ( 0.1 ) 1.0 Other shareholders' equity 674.0 650.1 22.0 ( 672.1 ) 674.0 Total shareholders' equity 675.0 650.1 22.1 ( 672.2 ) 675.0 TOTAL $ 1,430.5 $ 1,225.3 $ 808.1 $ ( 1,964.2 ) $ 1,499.7 35 CENTURY ALUMINUM COMPANY Condensed Notes to the Consolidated Financial Statements (continued) (amounts in millions) (Unaudited) Condensed Consolidating Statements of Cash Flows For the nine months ended September 30, 2020 The Company Combined Guarantor Subsidiaries Combined Non-Guarantor Subsidiaries Consolidating Adjustments Total Consolidated Net cash provided by (used in) operating activities $ ( 26.1 ) $ 21.3 $ 38.1 $ — $ 33.3 Purchase of property, plant and equipment ( 0.8 ) ( 9.3 ) ( 1.4 ) — ( 11.5 ) Proceeds from sale of property, plant, and equipment — — 0.1 — 0.1 Intercompany transactions 14.9 ( 38.3 ) 1.8 21.6 — Net cash provided by (used in) investing activities 14.1 ( 47.6 ) 0.5 21.6 ( 11.4 ) 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 ) — Net cash provided by (used in) financing activities 14.8 27.4 2.9 ( 21.6 ) 23.5 CHANGE IN CASH, CASH EQUIVALENTS AND RESTRICTED CASH 2.8 1.1 41.5 — 45.4 Cash, cash equivalents and restricted cash, beginning of period 0.3 0.9 38.5 — 39.7 Cash, cash equivalents and restricted cash, end of period $ 3.1 $ 2.0 $ 80.0 $ — $ 85.1 36 CENTURY ALUMINUM COMPANY Condensed Notes to the Consolidated Financial Statements (continued) (amounts in millions) (Unaudited) Condensed Consolidating Statements of Cash Flows For the nine months ended September 30, 2019 The Company Combined Guarantor Subsidiaries Combined Non-Guarantor Subsidiaries Consolidating Adjustments Total Consolidated Net cash provided by (used in) operating activities $ ( 57.1 ) $ 45.0 $ 7.7 $ — $ ( 4.4 ) Purchase of property, plant and equipment ( 0.6 ) ( 26.4 ) ( 12.9 ) — ( 39.9 ) Proceeds from sale of joint venture — — 10.5 — 10.5 Intercompany transactions ( 9.3 ) ( 52.6 ) 2.0 59.9 — Net cash provided by (used in) investing activities ( 9.9 ) ( 79.0 ) ( 0.4 ) 59.9 ( 29.4 ) Borrowing under Hawesville term loan 40.0 — — — 40.0 Borrowings under revolving credit facilities 295.1 — 19.5 — 314.6 Repayments under revolving credit facilities ( 318.0 ) — ( 19.5 ) — ( 337.5 ) Other short term borrowings 3.4 — — — 3.4 Repayment on other short term borrowings ( 3.4 ) — — — ( 3.4 ) Issuance of common stock 0.3 — — — 0.3 Intercompany transactions 51.0 34.0 ( 25.1 ) ( 59.9 ) — Net cash provided by (used in) financing activities 68.4 34.0 ( 25.1 ) ( 59.9 ) 17.4 CHANGE IN CASH, CASH EQUIVALENTS AND RESTRICTED CASH 1.4 — ( 17.8 ) — ( 16.4 ) Cash, cash equivalents and restricted cash, beginning of period 0.1 0.8 38.8 — 39.7 Cash, cash equivalents and restricted cash, end of period $ 1.5 $ 0.8 $ 21.0 $ — $ 23.3 37 CENTURY ALUMINUM COMPANY Condensed Notes to the Consolidated Financial Statements (continued) (amounts in millions) (Unaudited) 15. 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. 38 FORWARD-LOOKING STATEMENTS This quarterly report includes "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995, which are subject to the "safe harbor" created by section 27A of the Securities Act of 1933, as amended, and section 21E of the Securities Exchange Act of 1934 (the "Exchange Act"), as amended. Forward-looking statements are statements about future events and are based on our current expectations. These forward-looking statements may be identified by the words “believe,” “expect,” “hope,” “target,” “anticipate,” “intend,” “plan,” “seek,” “estimate,” “potential,” “project,” “scheduled,” “forecast” or words of similar meaning, or future or conditional verbs such as “will,” “would,” “should,” “could,” “might,” or “may.” 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: • 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; • 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; • The impact of any new or changed law, regulation, including, without limitation, sanctions or other similar remedies or restrictions; • Our anticipated tax liabilities, benefits or refunds including the realization of U.S. and certain foreign deferred tax assets and liabilities; • Our ability to access existing or future financing arrangements and the terms of any such future financing arrangements; • Our ability to repay or refinance debt in the future; • Our ability to recover losses from our insurance; • Estimates of our pension and other postretirement liabilities, legal and environmental liabilities and other contingent liabilities; • Our assessment of any future tax audits or insurance claims and their respective outcomes; • Negotiations with labor unions; • Our assessment of any information technology-related risks, including the risk from cyberattack or data security breaches; and • Our future business objectives, plans, strategies and initiatives, including our competitive position and prospects. Where we express an expectation or belief as to future events or results, such expectation or belief is expressed in good faith and believed to have a reasonable basis. However, our forward-looking statements are based on current expectations and assumptions that are subject to risks and uncertainties which may cause actual results to differ materially from future results expressed, projected or implied by those forward-looking statements. Important factors that could cause actual results and events to differ from those described in such forward-looking statements can be found in the risk factors and forward-looking statements cautionary language contained in our Annual Report on Form 10-K, quarterly reports on Form 10-Q and in other filings made with the SEC. Although we have attempted to identify those material factors that could cause actual results or events to differ from those described in such forward-looking statements, there may be other factors that could cause actual results or events to differ from those anticipated, estimated or intended. Many of these factors are beyond our ability to control or predict. Given these uncertainties, the reader is cautioned not to place undue reliance on our forward-looking statements. We undertake no obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future events, or otherwise. 39