What changed in this filing

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Item 8. Financial Statements and Supplementary Data

2021-03-04 compared with 2020-02-27 · 577 added, 399 removed, 1248 unchanged (44% of the section changed)

13 unchanged sentences

In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2020 and 2019, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2020, in conformity with accounting principles generally accepted in the United States of America.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company's internal control over financial reporting as of December 31, 2019, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission, and our report dated February 27, 2020, expressed an unqualified opinion on the Company's internal control over financial reporting.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company's internal control over financial reporting as of December 31, 2020, based on criteria established in Internal Contro l - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission, and our report dated March 4, 2021, expressed an unqualified opinion on the Company's internal control over financial reporting.

Basis for Opinion

9 unchanged sentences

We believe that our audits provide a reasonable basis for our opinion.

Critical Audit Matter

The critical audit matter communicated below is a matter arising from the current-period audit of the financial statements that was communicated or required to be communicated to the audit committee and that (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments.

The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.

Impairment of Long Lived Assets — Refer to Note 1 to the financial statements.

Critical Audit Matter Description

The Company reviews property, plant and equipment for impairment whenever events or circumstances indicate that the carrying amount of an asset group including property plant and equipment may not be recoverable.

The recorded property, plant, and equipment balance was $880 million as of December 31, 2020.

The carrying amount of an asset group is not recoverable if it exceeds the sum of the undiscounted cash flows expected to result from the use and eventual disposition of the asset group.

Such cash flow models rely on estimates of future selling prices, costs of materials and conversion costs.

Changes in those assumptions could have an impact on the conclusions regarding the recoverability of the carrying value of the asset group.

The sum of undiscounted cash flows exceeded the carrying value of the long lived asset groups and no impairment charges were recorded.

We identified the Company’s evaluation of property, plant, and equipment for potential impairment as a critical audit matter because of current and prior period operating losses for certain asset groups with temporarily idled capacity and the underlying judgments for selling prices and costs made by management to forecast future cash flows.

An increased extent of effort and auditor judgment was required when performing audit procedures for each of the Company’s asset groups where certain production capacity is idled and a history of operating losses is observed.

How the Critical Audit Matter Was Addressed in the Audit

Our audit procedures related to the forecasted selling prices, cost of materials, and conversion costs used by management to test the carrying value of the asset groups for recoverability included the following, among others:

We tested the operating effectiveness of controls over management’s analysis to test the recoverability of asset groups

We evaluated key assumptions used within the analysis against information obtained from interactions and communications with management

We inspected Company budgets and forecasts, including those communicated to the Board of Directors, for consistency with assumptions used in the long lived asset analysis

We evaluated the reasonableness of management’s forecasted cash flow model assumptions by comparing:

– Selling prices to publicly available forward pricing for primary aluminum

– Alumina and other raw material costs against available market pricing data and current contractual rates

– Conversion costs against historical costs incurred and understanding of conversion costs used in the cash flow model

/s/ Deloitte & Touche LLP

Chicago, Illinois

February 27, 2020

March 4, 2021

We have served as the Company's auditor since 1992.

4 unchanged sentences

In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2020, based on criteria established in Internal Control - Integrated Framework (2013) issued by COSO.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated financial statements as of and for the year ended December 31, 2019, of the Company and our report dated February 27, 2020, expressed an unqualified opinion on those financial statements.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated financial statements as of and for the year ended December 31, 2020, of the Company and our report dated March 4, 2021, expressed an unqualified opinion on those financial statements.

Basis for Opinion

9 unchanged sentences

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles.

A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company;

A company’s internal control over financial reporting includes those policies and procedures that;

(1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company;

(2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company;

and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

(3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements.

2 unchanged sentences

Chicago, Illinois

February 27, 2020

March 4, 2021

CENTURY ALUMINUM COMPANY

2 unchanged sentences

Year Ended December 31,

2020 2019 2018

Related parties $ 1,025.5 $ 1,191.6 $ 1,204.5

5 unchanged sentences

Helguvik (gains) losses — — ( 4.5 )

Ravenswood (gains) losses

Other operating expense - net 0.5 0.8 0.4

Operating income (loss) ( 80.5 ) ( 72.1 ) ( 59.0 )

Interest expense – term loan

Interest expense – Hawesville term loan ( 1.9 ) ( 2.1 ) —

Interest expense ( 29.7 ) ( 23.0 ) ( 22.4 )

1 unchanged sentence

Net gain (loss) on forward and derivative contracts ( 17.3 ) 12.0 6.3

Loss on early extinguishment of debt ( 1.2 ) — —

Other income (expense) - net 3.5 ( 1.1 ) 3.0

Income (loss) before income taxes and equity in earnings of joint ventures

( 126.3 ) ( 85.5 ) ( 70.6 )

Income tax benefit (expense) 3.1 8.4 0.2

Income (loss) before equity in earnings of joint ventures

( 123.2 ) ( 77.1 ) ( 70.4 )

Loss on sale of BHH — ( 4.3 ) —

8 unchanged sentences

Year Ended December 31,

2020 2019 2018

Comprehensive income (loss):

19 unchanged sentences

Due from affiliates 10.3 30.1

Inventories 291.1 320.6

Derivative assets 6.4 14.6

2 unchanged sentences

Property, plant and equipment - net 880.4 949.2

Other assets 61.5 62.7

Due from affiliates - less current portion 1.7 0.5

TOTAL $ 1,399.6 $ 1,499.7

LIABILITIES AND SHAREHOLDERS’ EQUITY

Accounts payable, trade $ 106.1 $ 97.1

Interest payable 15.0 —

Due to affiliates 21.7 32.9

2 unchanged sentences

Hawesville term loan 20.0 20.0

revolving credit facility — 4.0

Industrial revenue bonds 7.8 7.8

2 unchanged sentences

Hawesville term loan - less current portion — 20.0

Iceland revolving credit facility 45.0 —

Accrued pension benefits costs - less current portion 65.2 60.8

2 unchanged sentences

Leases - right of use liabilities 24.3 22.8

Due to affiliates - less current portion 0.1 —

Deferred taxes 89.2 95.1

9 unchanged sentences

Total shareholders’ equity 546.1 675.0

TOTAL $ 1,399.6 $ 1,499.7

See notes to consolidated financial statements.

2 unchanged sentences

(in millions)

Preferred stock

Additional paid-in capital

Treasury stock, at cost

Accumulated other comprehensive loss

Total shareholders’ equity

Preferred stock Common stock Additional paid-in capital Treasury stock, at cost Accumulated other comprehensive loss Accumulated

deficit Total shareholders’ equity

Balance, December 31, 2017 $ 0.0 $ 0.9 $ 2,517.4 $ ( 86.3 ) $ ( 91.7 ) $ ( 1,510.7 ) $ 829.6

4 unchanged sentences

Balance, December 31, 2018 $ 0.0 $ 1.0 $ 2,523.0 $ ( 86.3 ) $ ( 98.7 ) $ ( 1,576.8 ) $ 762.2

Impact of ASU 2018-02 *

— — — — ( 1.3 ) 1.3 —

Net loss – 2019 — — — — — ( 80.8 ) ( 80.8 )

3 unchanged sentences

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

Impact of ASU 2018-02*

Net loss – 2020 — — — — — ( 123.3 ) ( 123.3 )

1 unchanged sentence

Share-based compensation

— 0.0 3.5 — — — 3.5

Conversion of preferred stock to common stock

0.0 0.0 0.0 — — — 0.0

Balance, December 31, 2020 $ 0.0 $ 1.0 $ 2,530.0 $ ( 86.3 ) $ ( 118.8 ) $ ( 1,779.8 ) $ 546.1

*ASU 2018-02.

See Note 14 .

Income Taxes for further information regarding our adoption of ASU 2018-02.

4 unchanged sentences

Year Ended December 31,

2020 2019 2018

CASH FLOWS FROM OPERATING ACTIVITIES:

2 unchanged sentences

Lower of cost or NRV inventory adjustment 45.0 18.8 36.5

Unrealized (gains) on forward and derivative contracts

Unrealized (gains) losses on forward and derivative contracts 15.7 ( 11.4 ) ( 6.5 )

Depreciation and amortization 83.0 83.2 90.1

Helguvik (gains) losses — — ( 4.5 )

Ravenswood (gains) losses

Net loss on sale of BHH — 4.3 —

Loss on early extinguishment of debt 1.0 — —

Other non-cash items - net ( 0.9 ) ( 5.9 ) ( 13.2 )

2 unchanged sentences

Due from affiliates 20.8 ( 7.1 ) ( 12.4 )

Inventories ( 15.5 ) 4.4 ( 62.8 )

Prepaid and other current assets 0.6 2.7 ( 0.9 )

3 unchanged sentences

Ravenswood retiree legal settlement ( 2.0 ) ( 2.0 ) ( 2.0 )

Other - net 2.4 ( 1.0 ) 2.9

Net cash provided by (used in) operating activities 42.9 17.7 ( 69.1 )

5 unchanged sentences

CASH FLOWS FROM FINANCING ACTIVITIES:

Repayment of debt ( 250.0 ) — —

Proceeds from issuance of debt 243.8 — —

Borrowings under revolving credit facilities 258.9 388.1 120.1

Repayments under revolving credit facilities ( 217.9 ) ( 407.3 ) ( 96.8 )

Debt issuance cost ( 1.1 ) — —

Debt retirement costs ( 0.2 ) — —

Other short-term borrowings — 3.4 —

Repayment on other short-term borrowings — ( 3.4 ) —

Borrowings under term loan

Borrowing under Hawesville term loan — 40.0 —

Repayments under Hawesville term loan ( 20.0 ) — —

Issuance of common stock — 0.3 0.4

5 unchanged sentences

Cash paid for:

Interest $ 14.5 $ 21.8 $ 19.7

Taxes 0.2 0.5 13.1

Non-cash investing activities:

16 unchanged sentences

Shareholders' Equity for a full 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 and certain forward financial contracts.

Century and Glencore enter into various transactions from time to time such as the purchase and sale of primary aluminum, purchase and sale of alumina, tolling agreements as well as forward financial contracts and borrowing and other debt transactions.

Related Party Transactions .

7 unchanged sentences

The carrying amount of cash equivalents approximates fair value.

Accounts Receivable and Due from Affiliates — These amounts are net of an allowance for uncollectible accounts and credit memos of $ 1.0 million at December 31, 2019 and 2018 .

Accounts Receivable and Due from Affiliates — These amounts are net of an allowance for expected losses of $ 1.0 million at December 31, 2020 and 2019.

Inventories — Our inventories are stated at the lower of cost or net realizable value, using the first-in, first-out ("FIFO") and the weighted average cost method.

2 unchanged sentences

Property, Plant and Equipment — Property, plant and equipment is stated at cost.

Additions and improvements are capitalized.

Additions and improvements are capitalized when each asset is placed into service.

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

3 unchanged sentences

Machinery and equipment 5 to 35 years

Technology and software 3 to 7 years

CENTURY ALUMINUM COMPANY

1 unchanged sentence

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

During 2019, we continued our efforts to restart the curtailed capacity at our Hawesville facility and rebuild the two potlines that we continued to operate past their expected life cycle.

Technology and software 3 to 7 years

During 2020, we continued our efforts to restart the curtailed capacity at our Hawesville facility and completed the rebuild of the first of the two potlines that we continued to operate past their expected life cycle.

The rebuild of the fifth and final potline and the completion of the technology upgrades are expected to be completed over the next several years subject to market conditions.

The nature, size and scope of this effort represents a discrete construction project.

All associated costs that meet the capitalization criteria will be capitalized as a component of property, plant and equipment.

All associated costs that meet the capitalization criteria have been and will continue to be capitalized as a component of property, plant and equipment.

Impairment of long-lived assets — We evaluate our property, plant and equipment for potential impairment whenever events or circumstances indicate that the carrying amount of these assets may not be recoverable.

1 unchanged sentence

Impairment evaluation and fair value is based on estimates and assumptions that take into account our business plans and a long-term investment horizon.

Leases — See Note 4.

Leases — We determine whether an arrangement is a lease at the inception of the arrangement based on the terms and conditions in the contract.

A contract contains a lease if there is an identified asset which we have the right to control.

We have made a policy election not to separate lease and non-lease components within contracts.

We have also elected not to recognize the impact of short term leases in the right of use asset ("ROUA") and right of use liability ("ROUL") balances.

Short term leases are leases that have a lease term less than one year and do not include a purchase option.

Income Taxes — We account for income taxes using the asset and liability method, whereby deferred income taxes reflect the net tax effect of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes.

15 unchanged sentences

Our derivatives are not designated as cash flow hedges.

Derivative and hedging instruments are recorded in derivative assets, other assets, accrued and other current liabilities and other long term liabilities in the consolidated balance sheets at fair value.

CENTURY ALUMINUM COMPANY

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

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

Derivative and hedging instruments are recorded in due from affiliates, derivative assets, other assets, due to affiliates, accrued and other current liabilities and other long term liabilities in the consolidated balance sheets at fair value.

We value our derivative and hedging instruments using quoted market prices and other significant unobservable inputs.

5 unchanged sentences

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

Transactions denominated in currencies other than the functional currency are recorded based on exchange rates at the time such transactions

CENTURY ALUMINUM COMPANY

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

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

arise and any transaction gains and losses are reflected in Other income (expense) – net in the consolidated statements of operations.

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

Financial Instruments — Receivables, certain life insurance policies, payables, borrowings under revolving credit facilities and debt related to industrial revenue bonds ("IRBs") are carried at amounts that approximate fair value.

12 unchanged sentences

Our limited customer base increases our concentrations of credit risk with respect to trade receivables.

We routinely assess the financial strength of our customers and collectability of our trade receivables.

We routinely assess the financial strength of our customers and collectability of our trade receivables and recognize an allowance based on our estimate of lifetime expected credit losses in accordance with the current expected credit loss ("CECL") model.

Share-Based Compensation — We measure the cost of employee services received in exchange for an award of equity instruments based on the fair value of the award on the grant date.

5 unchanged sentences

We have not issued any stock options since 2009.

Recently Issued Accounting Standards

In June 2016, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") 2016-13, "Measurement of Credit Losses on Financial Instruments," which amends the Board's guidance on the impairment of financial instruments.

The ASU adds an impairment model, known as the current expected credit loss (CECL) model, that is based on expected losses rather than incurred losses.

Under the CECL model, an entity recognizes as an allowance its estimate of lifetime expected credit losses, based on historical experience, current conditions and reasonable and supportable forecasts.

This replaces the existing incurred loss model and is applicable to the measurement of credit losses on certain financial instruments and other assets, including trade receivables.

This ASU is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2019, including interim periods therein.

Adoption will require a modified retrospective transition.

We have analyzed the scope and impact of the CECL model to our existing accounting policies and procedures.

As a result, we evaluated our policies and history of collection for receivables, both from related parties and third party customers.

related to the sale of primary aluminum (collectively, "trade receivables").

We do not have any other financial instruments or assets to which the CECL model will apply.

We do not have collection issues for trade receivable balances historically.

We also have an existing policy and process to complete an upfront review of customer credit worthiness for new customers, and at least annually for existing customers.

CENTURY ALUMINUM COMPANY

1 unchanged sentence

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

Accordingly, we expect our historical trend of trade receivable collection to continue in the future.

We will evaluate any future changes to our existing policies and economic conditions, that may result in future expected losses under the CECL model as circumstances arise.

We will apply ASU 2016-03 beginning January 2020 and at this time, we do not expect the adoption to have a material effect on the Company's consolidated financial statements.

In August 2018, the FASB issued ASU 2018-13, "Disclosure Framework – Changes to the Disclosure Requirements for Fair Value Measurement," which changes the fair value measurement disclosure requirements of ASC 820.

The ASU modifies the disclosure objective paragraphs of ASC 820 to eliminate "at a minimum" from the phrase "an entity shall disclose at a minimum" and other similar "open-ended" disclosure requirements to promote the appropriate exercise of discretion by entities.

Under ASU 2018-13, entities are required to disclose the amount of total gains or losses for the period recognized in Other Comprehensive Income that is attributable to fair value changes in assets and liabilities categorized as Level 3 within the fair value hierarchy.

The amendments under ASU 2018-13 also enhance the requirements for information currently provided regarding significant unobservable inputs for Level 3 fair value measurements.

ASU 2018-13 eliminates the requirement for entities to disclose the reasons for and amounts of transfers between Level 1 and Level 2 investments.

Entities are also no longer required to estimate and disclose the timing of liquidity events for investments measured at fair value.

This ASU is effective for fiscal years beginning after December 15, 2019, including interim periods therein.

We will apply ASU 2018-13 beginning January 2020 and do not expect the adoption to have a material effect on the Company's consolidated financial statements.

In August 2018, the FASB issued ASU 2018-14, "Disclosure Framework – Changes to the Disclosure Requirements for Defined Benefit Plans," which amends ASC 715-20, Compensation – Retirement Benefits – Defined Benefit Plans – General.

This ASU modifies the disclosure requirements for employers that sponsor defined benefit pension or other postretirement plans by removing and adding certain disclosures for these plans.

The eliminated disclosures include the amounts in accumulated OCI expected to be recognized in net periodic benefit costs over the next fiscal year and the effects of a one-percentage-point change in assumed health care cost trend rates on the net periodic benefit costs and the benefit obligation for postretirement health care benefits.

The new disclosures include the interest crediting rates for cash balance plans, and an explanation of significant gains and losses related to changes in benefit obligations.

The Company early adopted ASU 2018-14 during 2019 and applied the required retrospective transition method.

The adoption, which is limited to disclosures only, did not have a material effect on the Company’s consolidated financial statements.

CENTURY ALUMINUM COMPANY

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

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

Recently Adopted Accounting Standards

On January 1, 2020, we adopted Financial Accounting Standards Board (“FASB”) Accounting Standards Update (“ASU”) 2016-13, “Measurement of Credit Losses on Financial Instruments.” The ASU added an impairment model known as the CECL model, which is based on expected losses rather than incurred losses.

The CECL model is applicable to our receivables, both from related parties and third-party customers related to the sale of primary aluminum (collectively, “trade receivables”).

We do not have any other financial instruments or assets to which the CECL model applies.

The adoption of the CECL model did not have a material impact on the Company’s consolidated financial statements.

On January 1, 2020, we adopted FASB ASU 2018-13, “Disclosure Framework- Changes to the Disclosure Requirements for Fair Value Measurement” which changed the fair value measurement disclosure requirements of ASC 820.

The additional disclosures include a requirement to disclose the range and weighted average used to develop significant unobservable inputs for Level 3 fair value measurements.

The new framework also eliminates and modifies certain other fair value disclosures.

Fair Value Measurement for updated fair value disclosures in connection with the adoption of this accounting standard.

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.

The ASU is effective for fiscal years beginning after December 15, 2020, including interim periods therein and early adoption is permitted.

We will apply ASU 2019-12 beginning January 2021 and at this time, 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.

Related Party Transactions

The significant related party transactions occurring during the years ended December 31, 2020, 2019 and 2018 are described below.

We believe all of our transactions with Glencore and BHH were at prices that approximate market.

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

Glencore ownership

1 unchanged sentence

Shareholders' Equity for a full 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.

Sales to Glencore

1 unchanged sentence

Glencore purchases aluminum produced at our U.S.

smelters at prices based on the LME plus the Midwest regional 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 entered into agreements with Glencore pursuant to which we sell certain amounts of alumina at prices that approximate market.

For the year ended December 31, 2019 we recorded $ 28.7 million of revenue related to alumina sales to Glencore.

smelters at prices based on the LME plus the Midwest regional delivery premium plus any additional market-based product premiums.

Glencore purchases aluminum produced at our

CENTURY ALUMINUM COMPANY

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

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

Grundartangi, Iceland smelter at prices based on the LME plus the European Duty Paid premium plus any additional market-based product premiums.

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

For the year ended December 31, 2020 and 2019, we recorded $ 17.9 million and $ 28.7 million o f revenue related to alumina sales to Glencore, respectively.

We did no t have alumina sales to Glencore in 2018.

Purchases from Glencore

We purchase a portion of our alumina requirements from Glencore.

Alumina purchases from Glencore during 2019 were priced based on a published alumina index.

We purchase a portion of our alumina and certain other raw material requirements from Glencore.

Alumina purchases from Glencore during 2020 were priced based on published alumina and aluminum indices.

Financial contracts with Glencore

5 unchanged sentences

Debt for additional information.

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

Ownership in Baise Haohai Carbon Co.

On May 22 2019, Century Aluminum Asia Holdings Ltd.

("CAHL"), a wholly-owned subsidiary of Century Aluminum Company, entered into an equity transfer agreement with Guangxi Qiangqiang Carbon Co., Ltd.

("GQQ") pursuant to which GQQ acquired all of our 40 % interest in BHH.

As consideration for the sale, GQQ paid us the full purchase price of RMB 144.9 million ( $ 20.8 million ) in cash in 2019.

In connection with this sale, we recorded a loss of $ 4.3 million , included in the Consolidated Statement of Operations for the year ended December 31, 2019.

CENTURY ALUMINUM COMPANY

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

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

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

A summary of the aforementioned significant related party transactions for the years ended December 31, 2020, 2019 and 2018 is as follows:

Year Ended December 31,

2020 2019 2018

Net sales to Glencore $ 1,025.5 $ 1,191.6 $ 1,204.5

1 unchanged sentence

Purchases from BHH (1)

* Represents purchases prior to the sale of our 40 % interest in BHH on May 22, 2019.

(1) We previously owned a 40 % interest in Baise Haohai Carbon Co.

("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.

CENTURY ALUMINUM COMPANY

3 unchanged sentences

Year ended December 31,

Net Sales 2020 2019 2018

United States $ 1,007.5 $ 1,179.6 $ 1,138.6

Iceland 597.6 657.0 754.6

Total $ 1,605.1 $ 1,836.6 $ 1,893.2

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

Revenue is recognized when our performance obligations with our customer are satisfied.

Our obligations under the contracts are satisfied when we transfer control of our primary aluminum to our customer which is generally upon shipment or delivery to customer directed locations.

The amount of consideration we receive, thus the revenue we recognize, is a function of volume delivered, market price of primary aluminum, as determined on the LME, plus regional premiums and any value-added product premiums.

Revenue is recognized when our performance obligations with our customers are satisfied.

Our obligations under the contracts are satisfied when we transfer control of our primary aluminum to our customers which is generally upon shipment or delivery to customer directed locations.

The amount of consideration we receive, thus the revenue we recognize, is a function of volume delivered, market price of primary aluminum, which is based on the LME, plus regional premiums and any value-added product premiums.

The payment terms and conditions in our contracts vary and are not significant to our revenue.

1 unchanged sentence

Customer payments are due in arrears and are recognized as accounts receivable - net and due from affiliates in our consolidated balance sheets.

Accounts receivable - net decreased $ 12.4 million from December 31, 2018 to December 31, 2019, due to timing of receivable collections.

In connection with our sales agreement with Glencore, we invoice Glencore prior to physical shipment of goods for a majority of production generated from each of our U.S.

6 unchanged sentences

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

On January 1, 2019, we adopted ASC 842, “Leases” and the related amendments (“ASC 842”) using the modified retrospective transition method.

Accordingly, the comparative information has not been restated and continues to be reported under the accounting standards in effect for those periods.

The cumulative effect to retained earnings of initially applying this standard was zero.

In adopting ASC 842, we have not separated lease and non-lease components within our contracts and we have not recognized the impact of leases with terms of less than one year in the right of use asset (“ROUA”) and right of use liability (“ROUL”) balances recorded as part of the adoption of ASC 842.

Furthermore, we elected the package of three practical expedients, which allowed us to not reassess whether expired or existing contracts contain leases, lease classification of existing leases, and whether previously capitalized initial direct costs would qualify for capitalization under ASC 842.

We do not have any initial direct costs that were previously capitalized.

As of December 31, 2019, our ROUA balance recorded in Leases-right of use assets as part of Non-current assets is $ 25.2 million , our ROUL balance recorded as part of Accrued and other current liabilities is $ 2.8 million and our ROUL balance recorded as part of noncurrent liabilities is $ 22.8 million .

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

As of December 31, 2019

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

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The terms of our leases vary, including the lease term and the ability to renew or extend certain leases.

As part of determining the lease term and potential extensions for purposes of calculating the ROUA and ROUL, we considered our historical practices related to renewal of certain leases.

The weighted average remaining lease term for our operating leases as of December 31, 2019 is 13.6 years .

As part of determining the lease term and potential extensions for purposes of calculating the ROUA and ROUL, we consider our historical practices related to renewal of certain leases.

The weighted average remaining lease term for our operating leases was 14.2 years as of December 31, 2020 and 13.6 years as of December 31, 2019.

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

We used our incremental borrowing rate as the basis for the discount rate used to calculate the ROUA and ROUL for our operating leases.

The incremental borrowing rate was determined on a lease-by-lease basis and is based on the rate of interest that we would have to pay to borrow on a collateralized basis over a similar term for an amount equal to our lease payments.

We have considered the most likely financing options available for each lease based on the leased asset, legal entity party to the lease, economic environment in which the lease is denominated, the market conditions relative to the leased asset and our historical practices of obtaining financing for similar types of costs.

The weighted average discount rate for our operating leases as of December 31, 2019 is 7.3 % .

Total operating lease expense for 2019 was $ 8.1 million , which includes short term lease expense of $ 3.2 million .

We use our incremental borrowing rate as the basis for the discount rate used to calculate the ROUA and ROUL, respectively, for our operating leases.

The incremental borrowing rate is determined on a lease-by-lease basis and is based on the rate of interest that we would have to pay to borrow on a collateralized basis over a similar term for an amount equal to our lease payments.

We consider the most likely financing options available for each lease based on the leased asset, legal entity party to the lease, economic environment in which the lease is denominated, the market conditions relative to the leased asset and our historical practices of obtaining financing for similar types of costs.

The weighted average discount rate for our operating leases was 7.3 % as of December 31, 2020 and 2019.

Our ROUA and ROUL balances for the years ended December 31, 2020 and December 31, 2019 were as follows (in millions):

December 31, 2020 December 31, 2019

$ 24.9 $ 25.2

ROUL - current (2)

ROUL - non-current (3)

$ 24.3 $ 22.8

Total ROUL $ 25.9 $ 25.6

(1) ROUA was recorded as part of Other Assets within Non-current assets at December 31, 2020 and 2019.

(2) ROUL - current was recorded as part of Accrued and other current liabilities within Current liabilities at December 31, 2020 and 2019.

(3) ROUL - non-current was recorded as Leases - Right of use liabilities as part of Non-current liabilities at December 31, 2020 and 2019

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

Year As of December 31, 2020

Thereafter 29.1

Interest ( 17.7 )

During 2020 and 2019, we entered into new lease obligations, which resulted in $ 1.2 million and $ 1.4 million of additional right of use assets.

CENTURY ALUMINUM COMPANY

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

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

Total operating expense includes the following (in millions):

December 31, 2020 December 31, 2019

Operating leases expense 4.7 4.9

Short term lease expense 0.5 3.2

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

The full balance of operating lease expense is included in operating income on the Consolidated Statements of Operations.

During 2019, we had cash outflows of $ 4.2 million for amounts included in the ROUL balance at the beginning of the year related to our operating leases.

During 2019, we entered into new lease obligations, which resulted in $ 1.4 million of additional right of use assets.

We had cash outflows of $ 4.2 million for amounts included in the ROUL balance at the beginning of the year related to our operating leases for the years ended December 31, 2020 and December 31, 2019.

CENTURY ALUMINUM COMPANY

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

Recurring Fair Value Measurements

As of December 31, 2019

Recurring Fair Value Measurements As of December 31, 2020

Level 1 Level 2 Level 3 Total

Cash equivalents $ 54.2 $ — $ — $ 54.2

Trust assets (1)

Surety bonds (3)

Derivative instruments — 12.1 3.0 15.1

TOTAL $ 54.2 $ 12.1 $ 3.0 $ 69.3

Contingent obligation – net (2)

$ — $ — $ — $ —

Derivative instruments — 16.7 0.0 16.7

Recurring Fair Value Measurements

As of December 31, 2018

TOTAL $ — $ 16.7 $ 0.0 $ 16.7

Recurring Fair Value Measurements As of December 31, 2019

Level 1 Level 2 Level 3 Total

Cash equivalents $ 23.3 $ — $ — $ 23.3

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Derivative instruments — 9.1 10.6 19.7

TOTAL $ 25.3 $ 9.1 $ 10.6 $ 45.0

Contingent obligation – net (2)

$ — $ — $ — $ —

Derivative instruments — 1.3 2.9 4.2

TOTAL $ — $ 1.3 $ 2.9 $ 4.2

(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) See Note 6 .

Debt for additional information about the contingent obligation.

CENTURY ALUMINUM COMPANY

1 unchanged sentence

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

See Note 6 Debt for additional information about the contingent obligation.

Surety bonds are currently invested in U.S.

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

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

The following section describes the valuation techniques and inputs used for fair value measurements categorized within Level 2 or Level 3 of the fair value hierarchy:

Level 2 and Level 3 Fair Value Measurements:

Asset / Liability

Valuation Techniques

Level 2 Fair Value Measurements:

Asset / Liability Valuation Techniques Inputs

LME forward financial sales contracts

Discounted cash flows

Quoted LME forward market, discount rate

Discounted cash flows Quoted LME forward market

MWP forward financial sales contracts

Discounted cash flows

Quoted MWP forward market

Fixed for floating swaps

Discounted cash flows

Quoted LME forward market, quoted MWP forward market

Power price swaps

Discounted cash flows

Quoted Nordpool forward market

Discounted cash flows

Euro/USD forward exchange rate

Contingent obligation

Discounted cash flows

Quoted LME forward market, management's estimates of the LME forward market prices for periods beyond the quoted periods, management's estimates of future level of operations

Hawesville L4 Power price swaps

Discounted cash flows

Quoted Indy Hub forward market, management's estimates of the locational marginal prices during the terms of the contracts.

Discounted cash flows Quoted MWP forward market

Fixed for floating swaps Discounted cash flows Quoted LME forward market, quoted MWP forward market

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

NYMEX Henry Hub natural gas price swaps

Discounted cash flows Quoted NYMEX Henry Hub forward market

FX swaps 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 December 31, 2020 Valuation Techniques Observable Inputs Significant Unobservable Input Value/Range of Unobservable Input

LME forward financial sales contracts

$ 2.9 Discounted cash flows Quoted LME forward market, discount rate

Discount rate net (1)

Contingent obligation $ — Discounted cash flows Quoted LME forward market, management's estimates of the LME forward market prices for periods beyond the quoted periods, management's estimates of future level of operations Management's estimates of the LME forward market price beyond the quoted periods (2)

$ 1,975 /T-$ 2,348 /T

FX swaps $ 0.1 Discounted cash flows Euro/USD forward exchange rate, discount rate Discount rate net (1)

(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.

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

CENTURY ALUMINUM COMPANY

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

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

Level 3 Assets Level 3 Liabilities

For the twelve months ended December 31, 2020 U.S.

LME forward financial sales contracts FX swaps 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)

( 1.5 ) — 0.1

Purchases, sales, settlements

Purchases — — —

Settlements — — 2.8

Transfers into Level 3 (2)

Transfers out of Level 3 (3)

Balance as of December 31, 2020 $ 2.9 $ 0.1 $ —

Change in unrealized gains (losses) (1)

$ ( 1.5 ) $ — $ 2.9

(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 entered into during 2020.

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

For the twelve months ended December 31, 2019 Level 3 Assets Level 3 Liabilities

LME forward financial sales contracts Nord Pool power price swaps Hawesville L4 Power Price Swaps Iceland LME forward financial sales contracts FX swaps

Balance as of January 1, 2019 $ 0.3 $ 4.7 $ — $ ( 0.2 ) $ ( 0.3 )

Total realized/unrealized gains (losses)

Included in Net Income (1)

10.5 ( 1.1 ) ( 0.3 ) ( 0.1 ) ( 0.2 )

Purchases, sales, settlements

Purchases — — — — —

Sales — — — — —

Settlements — — — — —

Transfers into Level 3 (2)

( 0.2 ) — ( 2.6 ) — —

Transfers out of Level 3 (3)

— ( 3.6 ) — 0.3 0.5

Balance as of December 31, 2019 $ 10.6 $ — $ ( 2.9 ) $ — $ —

Change in unrealized gains (losses) (1)

$ 10.3 $ ( 1.1 ) $ ( 0.3 ) $ ( 0.1 ) $ ( 0.2 )

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

(2) Transfers into Level 3 due to contracts with applied discount rate entered into during 2019.

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

CENTURY ALUMINUM COMPANY

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

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

Debt classified as current liabilities:

Hawesville Term Loan - current portion (1)

$ 20.0 $ 20.0

Hancock County industrial revenue bonds ("IRBs") due April 2028, interest payable quarterly (variable interest rates (not to exceed 12 %)) (2)

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Debt classified as non-current liabilities:

7.5% senior secured notes due June 2021, net of debt discount of $0.8 million and $1.4 million, respectively, interest payable semiannually

Iceland Revolving Credit Facility (4)

12.0 % senior secured notes due July 1, 2025, net of debt discount of $ 2.3 million and financing fees of $ 4.6 million at December 31, 2020, interest payable semiannually

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

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

Total $ 315.9 $ 301.0

(1) See "Hawesville Term Loan" below.

At December 31, 2020, the applicable interest rate was LIBOR of 0.2 % plus margin of 5.375 %.

As of December 31, 2020, we have made $ 20.0 million of principal payments and $ 1.9 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 December 31, 2019 was 1.80 % .

revolving credit facility is classified as a current liability because we repay amounts outstanding and re-borrow funds based on our working capital requirements.

For borrowings that we expect to repay within a month, we generally elect to incur interest at a base rate plus applicable margin as defined within the agreement.

The IRBs interest rate at December 31, 2020 was 0.3 %.

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

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

The interest rate at December 31, 2020 was 3.2 %

12.0 % Notes due 2025

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.

Fair value for our 2025 Notes, based on the latest trading data available, was $ 265.0 million as of December 31, 2020.

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.

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.

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.

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.

CENTURY ALUMINUM COMPANY

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

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.

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

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 are being used to partially finance the second phase of the Hawesville restart project.

The Hawesville Term Loan matures on December 31, 2021 and being repaid in twenty-four ( 24 ) equal monthly installments of principal that began on January 31, 2020.

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

The Hawesville Term Loan is not secured by any collateral.

Prepayments .

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

The agreement governing the Hawesville Term Loan contains customary covenants which may limit our ability, and the ability of certain of our subsidiaries, to:

(i) incur additional debt;

(ii) pay dividends;

(iii) make investments or certain other restricted payments;

(iv) enter into any restrictive agreement;

(v) effect a consolidation or merger;

(vi) change in business;

and (vii) enter into transactions with affiliates.

CENTURY ALUMINUM COMPANY

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

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

Events of Default .

The Hawesville Term Loan also includes customary events of default, including nonpayment, breach of covenants, breach of representations and warranties, certain cross-default events and certain insolvency events.

Upon the occurrence of an event of default, commitments under the Hawesville Term Loan may be terminated and amounts outstanding may be accelerated and declared immediately due and payable.

Revolving Credit Facility

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

revolving credit facility matures on the sooner of May 2023 or six months before the stated maturity of our outstanding senior secured 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 December 31, 2019 , there were $ 4.0 million in outstanding borrowings under our U.S.

At December 31, 2020, there were no outstanding borrowings under our U.S.

revolving credit facility.

32 unchanged sentences

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.

Under the terms of the Iceland

CENTURY ALUMINUM COMPANY

1 unchanged sentence

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

revolving credit facility, when Grundartangi borrows funds it will designate a repayment date, which may be any date prior to the maturity of the Iceland revolving credit facility.

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.

Under the terms of the Iceland revolving credit facility, when Grundartangi borrows funds it will designate a repayment date, which may be any date prior to the maturity of the Iceland revolving credit facility.

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

12 unchanged sentences

Prepayments .

Any outstanding borrowings may be prepaid without penalty or premium (except incurred breakage costs) in whole or in part.

Any outstanding borrowings may be prepaid without penalty or premium in whole or in part.

The Iceland revolving credit facility contains customary covenants, including restrictions on mergers and acquisitions, dispositions of assets, compliance with permits, laws and payment of taxes, as well as a covenant that requires Grundartangi to maintain a certain minimum equity ratio.

2 unchanged sentences

Upon the occurrence of an event of default, commitments under the Iceland revolving credit facility may be terminated and amounts outstanding may be accelerated and declared immediately due and payable.

7.5% Notes due 2021

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

The 2021 Notes were issued at a discount and we received proceeds of $ 246.3 million, prior to payment of financing fees and related expenses.

The 2021 Notes bear 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.

The 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.

The maturity date for the payment of principal is June 2021.

Fair value for our 2021 Notes, based on the latest trading data available, was $ 244.2 million and $ 247.9 million, as of December 31, 2019 and 2018 , 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.

Our obligations under the 2021 Notes are guaranteed by all of our existing and future domestic restricted subsidiaries (the "Guarantor Subsidiaries"), except for foreign owned holding companies and any domestic restricted subsidiary that owns no assets other than equity interests or other investments in foreign 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.

Our obligations under the 2021 Notes due and the Guarantor Subsidiaries' obligations under the guarantees are secured by a pledge of and lien on (subject to certain exceptions):

CENTURY ALUMINUM COMPANY

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

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

all of our and the Guarantor Subsidiaries' property, plant and equipment;

all equity interests in domestic subsidiaries directly owned by us and the Guarantor Subsidiaries and 65 % of equity interests in foreign subsidiaries or foreign holding companies directly owned by us and the Guarantor Subsidiaries;

intercompany notes owed by any non-guarantor to us or any Guarantor Subsidiary to us;

proceeds of the foregoing.

Under certain circumstances, we may 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 2021 Notes.

Redemption Rights.

We may redeem the 2021 Notes, in whole or in part, for 101.875 % of the outstanding principal amount plus accrued and unpaid interest before June 1, 2019 or for 100 % of the outstanding principal amount plus accrued and unpaid interest on June 1, 2019 and thereafter.

Upon a change of control (as defined in the indenture governing the 2021 Notes), we will be required to make an offer to purchase the 2021 Notes at a purchase price equal to 101 % of the outstanding principal amount of the 2021 Notes on the date of the purchase, plus accrued interest to the date of purchase.

The indenture governing the 2021 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.

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 are being 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 beginning on April 30, 2019, at a floating rate equal to LIBOR plus 5.375 % per annum.

The Hawesville Term Loan is not secured by any collateral.

Prepayments .

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

The agreement governing the Hawesville Term Loan contains customary covenants which may limit our ability, and the ability of certain of our subsidiaries, to:

(i) incur additional debt;

(ii) pay dividends;

(iii) make investments or certain other restricted payments;

(iv) enter into any restrictive agreement;

(v) effect a consolidation or merger;

(vi) change in business;

and (vii) enter into transactions with affiliates.

Events of Default .

Upon the occurrence of an event of default, commitments under the Hawesville Term Loan may be terminated and amounts outstanding may be accelerated and declared immediately due and payable.

Contingent Obligation

4 unchanged sentences

Interest accrues at an annual rate equal to 10.94 % and the term of the agreement is through December 2028.

Based on the LME forward market prices for primary aluminum at December 31, 2019 and management's estimate of the LME forward market for periods beyond the quoted periods, we recognized a derivative asset which offsets our contingent

CENTURY ALUMINUM COMPANY

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

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

Based on the LME forward market prices for primary aluminum at December 31, 2020, we recognized a derivative asset which offsets our contingent obligation.

As a result, our net liability decreased and we recognized a gain of $ 1.4 million for each of the years ended December 31, 2020 and 2019.

2 unchanged sentences

However, future increases in the LME forward market may result in a partial or full derecognition of the derivative asset and a corresponding recognition of a loss.

CENTURY ALUMINUM COMPANY

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

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

The following table provides information about the balance sheet location and gross amounts offset:

Offsetting of financial instruments and derivatives

Balance sheet location

December 31, 2019

December 31, 2018

Contingent obligation – principal

Other liabilities

Contingent obligation – accrued interest

Other liabilities

Contingent obligation – derivative asset

Other liabilities

Offsetting of financial instruments and derivatives Balance sheet location December 31, 2020 December 31, 2019

Contingent obligation – principal Other liabilities $ ( 12.9 ) $ ( 12.9 )

Contingent obligation – accrued interest Other liabilities ( 13.7 ) ( 12.3 )

Contingent obligation – derivative asset Other liabilities 26.6 25.2

Industrial Revenue Bonds

1 unchanged sentence

The IRBs bear interest at a variable rate not to exceed 12 % per annum determined weekly based upon prevailing rates for similar bonds in the industrial revenue bond market and interest on the IRBs is paid quarterly.

The IRBs are secured by a letter of credit issued under our revolving credit facility and mature in April 2028.

The IRBs are secured by a letter of credit issued under our U.S revolving credit facility and mature in April 2028.

Shareholders' Equity

15 unchanged sentences

Our Series A Convertible Preferred Stock has a par value of $ 0.01 per share.

The Common and Preferred Stock Activity table below contains additional information about preferred stock conversions during 2020, 2019 and 2018:

CENTURY ALUMINUM COMPANY

1 unchanged sentence

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

The Common and Preferred Stock Activity table below contains additional information about preferred stock conversions during 2019 , 2018 and 2017 :

Common and Preferred Stock Activity:

Preferred Stock

Series A Convertible

Beginning balance as of December 31, 2016

Preferred Stock Common stock

(in shares) Series A Convertible Treasury Outstanding

Balance as of December 31, 2017 74,364 7,186,521 87,544,777

Repurchase of common stock — — —

1 unchanged sentence

Issuance for share-based compensation plans — — 318,915

Ending balance as of December 31, 2017

Balance as of December 31, 2018 71,967 7,186,521 88,103,440

Repurchase of common stock — — —

5 unchanged sentences

Issuance for share-based compensation plans — — 496,720

Ending balance as of December 31, 2019

Balance as of December 31, 2020 63,589 7,186,521 90,055,797

Dividend Rights.

11 unchanged sentences

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

• If we sell or issue shares of common stock or any other stock that votes generally with our common stock, or the occurrence of any other event, including a sale, transfer or other disposition of common stock by Glencore, as a result

CENTURY ALUMINUM COMPANY

1 unchanged sentence

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

If we sell or issue shares of common stock or any other stock that votes generally with our common stock, or the occurrence of any other event, including a sale, transfer or other disposition of common stock by Glencore, as a result of which the percentage of voting stock held by Glencore decreases, an amount of Series A Convertible Preferred Stock will convert to common stock to restore Glencore to its previous ownership percentage;

of which the percentage of voting stock held by Glencore decreases, an amount of Series A Convertible Preferred Stock will convert to common stock to restore Glencore to its previous ownership percentage;

• If shares of Series A Convertible Preferred Stock are transferred to an entity that is not an affiliate of Glencore, such shares of Series A Convertible Preferred Stock will convert to shares of our common stock, provided that such transfers may only be made pursuant to an effective registration statement;

31 unchanged sentences

Operating and other supplies 127.8 140.9

Inventories $ 291.1 $ 320.6

Property, Plant and Equipment

4 unchanged sentences

Construction in progress 15.8 44.9

1,902.5 1,890.9

Less accumulated depreciation ( 1,022.1 ) ( 941.7 )

14 unchanged sentences

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

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

Balance, December 31, 2017 $ ( 93.8 ) $ 2.1 $ ( 91.7 )

2 unchanged sentences

Balance, December 31, 2018 ( 100.7 ) 2.0 ( 98.7 )

Other comprehensive income before reclassifications

Impact of ASU 2018-02* ( 1.3 ) — ( 1.3 )

Other comprehensive (loss) before reclassifications ( 12.7 ) — ( 12.7 )

Net amount reclassified to net income (loss) 3.0 ( 0.1 ) 2.9

Balance, December 31, 2019 ( 111.7 ) 1.9 ( 109.8 )

Impact of ASU 2018-02*

Other comprehensive income before reclassifications ( 13.5 ) — ( 13.5 )

7 unchanged sentences

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

AOCL Components

Defined benefit plan and other postretirement liabilities

Cost of goods sold

AOCL Components Location 2020 2019 2018

Defined benefit plan and other postretirement liabilities Cost of goods sold $ ( 4.7 ) $ ( 3.2 ) $ 2.8

Selling, general and administrative expenses ( 2.0 ) ( 4.4 ) ( 1.9 )

1 unchanged sentence

Income tax expense ( 1.1 ) ( 1.1 ) ( 1.6 )

Gain (loss) on financial instruments

Cost of goods sold

Net of tax $ ( 8.9 ) $ ( 9.7 ) $ 0.5

Gain (loss) on financial instruments Cost of goods sold $ ( 0.2 ) $ ( 0.2 ) $ ( 0.2 )

Income tax benefit 0.1 0.1 0.0

Net of tax $ ( 0.1 ) $ ( 0.1 ) $ ( 0.2 )

Pension and Other Postretirement Benefits

5 unchanged sentences

In addition, we maintain the supplemental executive retirement benefit ("SERB") plan for certain current and former executive officers, which is frozen to future accruals.

In 2017, the Century Aluminum Employees Retirement Plan was merged into the CAWV Hourly Employees Pension Plan and the resulting plan was renamed the Century Aluminum Consolidated Retirement Plan.

The benefits of the participants from the Century Aluminum Employee Retirement Plan were not affected by this merger.

PBGC Settlement

2 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, but would then be required to provide the PBGC with acceptable security for deferred payments.

We did not make any contributions during the years ended December 31, 2019, 2018 and 2017.

We did no t make any contributions during the years ended December 31, 2020, 2019 and 2018.

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

4 unchanged sentences

We fund these benefits as the retirees submit claims.

CENTURY ALUMINUM COMPANY

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

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

Retiree medical welfare changes

1 unchanged sentence

Levels of benefits are defined for the sub-groups and range from no substantive change from the benefits provided under the previous labor agreement to replacement of the defined retiree medical benefit program with individual health reimbursement accounts for each eligible participant.

The health reimbursement accounts will be funded by CAKY based on established rates per hour worked by each eligible participant.

The health reimbursement accounts are funded based on established rates per hour worked by each

CENTURY ALUMINUM COMPANY

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

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

eligible participant.

Eligible participants will be able to withdraw from their health reimbursement accounts to fund their own retiree medical coverage.

4 unchanged sentences

The change in benefit obligations and change in plan assets as of December 31 are as follows:

2020 2019 2020 2019

Change in benefit obligation:

Benefit obligation at beginning of year $ 358.4 $ 314.4 $ 107.7 $ 108.7

Service cost 4.9 4.0 0.2 0.2

Interest cost 11.4 13.3 3.1 4.5

Plan amendments

Actuarial (gain) loss 31.1 46.5 2.7 0.1

2 unchanged sentences

Benefit obligation at end of year $ 385.8 $ 358.4 $ 107.9 $ 107.7

The increase in the defined benefit plan's benefit obligation was mainly driven by increase of the actuarial loss in 2019, which was primarily attributable to the decrease in the discount rate from fiscal year 2018 to 2019.

This increase was partially offset by a new mortality base table and projection scale assumption.

The decrease in the OPEB plan's benefit obligation was primarily driven by adjusted per capita claims cost to reflect increased rebates for drug benefits.

The rebates will offset benefits paid from the Plan beginning 2020.

This impact was offset by a decrease in the discount rate from fiscal year 2018 to 2019 which led to an actuarial loss in 2019 and a new mortality base table and projection scale assumption.

The increase in the defined benefit plans' benefit obligation was mainly driven by the actuarial loss in 2020, which was primarily attributable to the decrease in the discount rate from fiscal year 2019 to 2020.

This increase was partially offset by a new mortality projection scale assumption.

The OPEB plan's benefit obligation remains consistent with prior year as the decrease in the discount rate from fiscal year 2019 to 2020 which led to an actuarial loss in 2020 was offset by the impact from a new longevity improvement scale assumption and general maturity of the OPEB plans.

2020 2019 2020 2019

Change in plan assets:

5 unchanged sentences

Fair value of assets at end of year $ 318.8 $ 295.9 $ — $ —

The decrease of actual return on plan assets in 2020 was primarily attributable to the impact of COVID-19 on market prices during 2020.

CENTURY ALUMINUM COMPANY

1 unchanged sentence

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

The increase of actual return on plan assets in 2019 was primarily attributable to the recovery of market prices during 2019.

2020 2019 2020 2019

Funded status of plans:

6 unchanged sentences

Amounts recognized in accumulated other comprehensive loss (pre-tax):

Net loss $ 94.0 $ 89.7 $ 42.2 $ 41.7

Prior service cost (benefit) 1.1 1.2 ( 13.5 ) ( 16.7 )

Total $ 95.1 $ 90.9 $ 28.7 $ 25.0

Pension Plans That Are Not Fully Funded

At December 31, 2019, the projected benefit obligation, accumulated benefit obligation and fair value of plan assets for pension plans with accumulated benefit obligations in excess of plan assets were $ 358.4 million , $ 352.2 million , and $ 295.9 million , respectively.

At December 31, 2018, the projected benefit obligation, accumulated benefit obligation and fair value of plan assets for pension plans with accumulated benefit obligations in excess of plan assets were $ 314.4 million , $ 310.0 million and $ 261.7 million , respectively.

At December 31, 2020, the projected benefit obligation, accumulated benefit obligation and fair value of plan assets for the pension plans with accumulated benefit obligations in excess of plan assets were $ 385.8 million, $ 379.4 million, and $ 318.8 million, respectively.

At December 31, 2019, the projected benefit obligation, accumulated benefit obligation and fair value of plan assets for the pension plans with accumulated benefit obligations in excess of plan assets were $ 358.4 million, $ 352.2 million and $ 295.9 million, respectively.

Components of net periodic benefit cost and other amounts recognized in other comprehensive loss:

1 unchanged sentence

Year Ended December 31,

2020 2019 2018 2020 2019 2018

Service cost $ 4.9 $ 4.0 $ 4.3 $ 0.2 $ 0.2 $ 0.2

Interest cost 11.4 13.3 12.4 3.1 4.5 4.2

2 unchanged sentences

Amortization of net loss 6.5 6.6 5.2 2.2 2.3 4.0

Curtailment (benefit) cost

Net periodic benefit cost $ 2.1 $ 5.7 $ 0.9 $ 2.3 $ 2.1 $ 1.2

4 unchanged sentences

Year Ended December 31,

2020 2019 2020 2019

Net loss (gain) $ 10.8 $ 12.6 $ 2.7 $ 0.1

6 unchanged sentences

Weighted average assumptions used to determine benefit obligations at December 31:

2020 2019 2020 2019

Discount rate (1)

2.58 % 3.26 % 2.34 % 3.07 %

Rate of compensation increase (2)

1 unchanged sentence

Weighted average assumptions used to determine net periodic benefit cost for the years ended December 31:

2020 2019 2018 2020 2019 2018

Measurement date 12/31/2019 12/31/2018 12/31/2017 12/31/2019 12/31/2018 12/31/2017

1 unchanged sentence

Discount rate (1)

3.22 % 4.38 % 3.69 % 2.79 % 4.29 % 3.66 %

Rate of compensation increase (3)

Expected return on plan assets (4)

7.25 % 7.25 % 7.18 % — — —

(1) We use the Ryan Above Median Yield Curve to determine the discount rate.

1 unchanged sentence

(3) For 2020, the rate of compensation increase is 3 % per year for the first year and 3.5 % per year thereafter.

For 2018, the rate of compensation increase is 3 % for the first two years and 4 % per year thereafter.

For 2019, the rate of compensation increase is 3 % for the first year and 3.5 % per year thereafter.

For 2018, the rate of compensation increase is 3 % per year for the first two years and 4 % per year thereafter.

(4) The rate for each of our defined benefit plans was selected by taking into account our expected asset mix and is based on historical performance as well as expected future rates of return on plan assets.

For measurement purposes, medical cost inflation is initially estimated to be 6.4 % , and 7.05 % for pre and post-65 participants, respectively, declining to 4.5 % over eleven years and continuing thereafter.

For measurement purposes, medical cost inflation is initially estimated to be 6.1 %, and 6.7 % for pre and post-65 participants, respectively, declining to 4.5 % over ten years and continuing thereafter.

CENTURY ALUMINUM COMPANY

18 unchanged sentences

Pension Plan Asset Allocation

December 31, 2019

December 31, 2018

2020 Target December 31, 2020 December 31, 2019

equities 30 % 31 % 27 %

International equities 26 % 27 % 23 %

Fixed income 44 % 42 % 50 %

and international equities are held for their long-term expected return premium over fixed income investments and inflation.

20 unchanged sentences

Fair Value of Pension Plans’ assets included under the fair value hierarchy:

As of December 31, 2019

As of December 31, 2020 Level 1 Level 2 Level 3 Total

equities $ 98.4 $ — $ — $ 98.4

International equities 86.8 — — 86.8

Fixed income 133.6 — — 133.6

Total $ 318.8 $ — $ — $ 318.8

As of December 31, 2019

equities $ 78.5 $ — $ — $ 78.5

International equities 66.7 — — 66.7

Fixed income 150.7 — — 150.7

Total $ 295.9 $ — $ — $ 295.9

Our Pension Plans’ assets are held in certain mutual funds.

17 unchanged sentences

Pension and OPEB Cash Flows

During both 2019 and 2018, we made contributions of approximately $ 1.8 million to the qualified defined benefit and SERB plans we sponsor.

During both 2020 and 2019, we made contributions of approximately $ 1.9 million and $ 1.8 million to the qualified defined benefit and SERB plans we sponsor, respectively.

We expect to make the following contributions for 2021:

6 unchanged sentences

The following table provides the estimated future benefit payments for the pension and other postretirement benefit plans:

Pension Benefits

OPEB Benefits

Pension Benefits OPEB Benefits

2021 $ 20.8 $ 6.4

2022 20.9 6.4

2023 20.6 6.3

2024 20.3 6.3

2025 20.2 6.2

2026 – 2030 99.7 30.1

Participation in Multi-employer Pension Plans

7 unchanged sentences

Century’s participation in the plan for the year ended December 31, 2020, is outlined in the table below.

Steelworkers Pension Trust

23-6648508/499

Fund Steelworkers Pension Trust

EIN / PN 23-6648508/499

Pension Protection Act Zone Status 2020 (1)

4 unchanged sentences

Contributions of Century Aluminum 2018 $ 1.0

Withdrawal from Plan Probable

Surcharge Imposed

Withdrawal from Plan Probable No

Surcharge Imposed No

Expiration Date of Collective Bargaining Agreement (2)

April 1, 2020

March 31, 2021

(1) The most recent Pension Protection Act zone status available in 2020 and 2019 is for the plan's year-end December 31, 2019 and December 31, 2018, respectively.

3 unchanged sentences

The last column lists the expiration date(s) of the collective-bargaining agreement(s) to which the plans are subject.

Century 401(k) Plans

CENTURY ALUMINUM COMPANY

1 unchanged sentence

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

Century 401(k) Plans

We sponsor a tax-deferred savings plan under which eligible domestic employees may elect to contribute specified percentages of their compensation with Century.

9 unchanged sentences

Our independent non-employee directors receive annual grants of service-based share awards that typically vest following 12 months of service.

In the past, we have granted stock options that have a term of 10 years and typically vest one-third on the grant date and an additional one-third on the first and second anniversary dates of the grant.

Our last grant of stock options, awarded in 2009, expired in May 2019.

There are no outstanding stock options as of December 31, 2019.

As of December 31, 2019 , there were 921,418 service-based share awards were outstanding.

A summary of activity under our Stock Incentive Plan during the year ended December 31, 2019 is presented below:

Weighted Average Exercise Price

Weighted Average Remaining Contractual Term (years)

Aggregate Intrinsic Value

Outstanding at January 1, 2019

Forfeited/expired

Outstanding, fully vested and exercisable at December 31, 2019 (1)

As the result of actions in 2011 that were determined to be a "change of control" under the Stock Incentive Plan, all options remained exercisable for their respective remaining term, regardless of whether the awardees remained employees of Century.

There are no outstanding stock options as of December 31, 2019.

Long-Term Incentive Plan .

9 unchanged sentences

Both the performance units and time-vested share units vest, in their entirety, after three years .

CENTURY ALUMINUM COMPANY

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

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

Service-based share awards

Service-based share awards Number

Outstanding at January 1, 2020 921,418

Granted 949,431

Vested ( 249,700 )

Forfeited ( 39,997 )

Outstanding at December 31, 2020 1,581,152

Performance-based share awards

Performance-based share awards Number

Outstanding at January 1, 2020 844,063

Granted 646,565

Vested ( 288,851 )

Outstanding at December 31, 2020 1,201,777

3 unchanged sentences

Total intrinsic value of option exercises — 39 444

CENTURY ALUMINUM COMPANY

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

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

Fair Value Measurement of Share-Based Compensation Awards.

7 unchanged sentences

Year ended December 31,

2020 2019 2018

Share-based compensation expense reported:

2 unchanged sentences

Total share-based compensation expense before income tax 9.6 6.5 3.7

Income tax — — —

Total share-based compensation expense, net of income tax $ 9.6 $ 6.5 $ 3.7

6 unchanged sentences

The following table shows the basic and diluted earnings (loss) per share for 2020, 2019, and 2018:

CENTURY ALUMINUM COMPANY

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

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

For the year ended December 31, 2020

Net (Loss) Shares

(in millions)

Net loss $ ( 123.3 )

Amount allocated to common stockholders 100 %

Basic and Diluted EPS:

$ ( 123.3 ) 89.5 $ ( 1.38 )

For the year ended December 31, 2019

Net (Loss) Shares

(in millions)

Net loss $ ( 80.8 )

Amount allocated to common stockholders 100 %

Basic and Diluted EPS:

$ ( 80.8 ) 88.8 $ ( 0.91 )

For the year ended December 31, 2018

Net Income Shares

(in millions)

Net income $ ( 66.2 )

Amount allocated to common stockholders 100 %

Net loss allocated to common stockholders

Effect of dilutive securities:

Stock Options

Basic and Diluted EPS:

$ ( 66.2 ) 87.6 $ ( 0.76 )

CENTURY ALUMINUM COMPANY

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

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

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

3 unchanged sentences

Year Ended December 31,

CENTURY ALUMINUM COMPANY

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

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

2020 2019 2018

$ ( 76.7 ) $ ( 15.8 ) $ ( 39.7 )

Foreign ( 49.6 ) ( 69.7 ) ( 30.9 )

Total $ ( 126.3 ) $ ( 85.5 ) $ ( 70.6 )

Significant components of income tax expense consist of the following:

Year Ended December 31,

2020 2019 2018

federal current expense (benefit) $ — $ — $ 0.0

7 unchanged sentences

Total income tax expense (benefit) $ ( 3.1 ) $ ( 8.4 ) $ ( 0.2 )

CENTURY ALUMINUM COMPANY

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

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

A reconciliation of the statutory U.S.

Federal income tax rate to the effective income tax rate on income (loss) is as follows:

2020 2019 2018

Federal Statutory Rate 21.0 % 21.0 % 21.0 %

1 unchanged sentence

State taxes, net of Federal benefit — ( 0.1 ) 3.5

Rate change ( 0.2 ) ( 3.5 ) ( 0.6 )

Foreign earnings taxed at different rates than U.S.

( 0.3 ) ( 3.3 ) 11.8

Valuation allowance ( 4.3 ) 72.8 81.2

Transition tax — — ( 13.8 )

Foreign restructuring ( 2.3 ) — —

Foreign dividends ( 1.5 ) — —

Net operating loss expiration and remeasurement ( 10.8 ) ( 66.2 ) ( 75.8 )

Changes in uncertain tax reserves 1.4 1.2 ( 1.4 )

Other 0.6 1.0 0.1

Effective tax rate 2.4 % 9.8 % 0.3 %

The effective tax rate for each of the years ending December 31, 2020 and December 31, 2019 was lower than the statutory US tax rate of 21% primarily as a result of the non-recognition of current year domestic and foreign losses.

For the period ending December 31, 2017, the Company’s U.S.

deferred tax asset and related valuation allowance decreased by $ 205.2 million as a result of the Tax Cuts and Jobs Act (the "Act") in 2017.

The Act made significant changes to various areas of U.S.

federal income tax law.

deferred tax asset had a full valuation allowance, this change in rate from 35% to 21% as a result of the Act had no impact on the Company’s financial position or results of operations.

The increase in permanent differences is a result of tax law changes related to our foreign operations.

The effect of earnings of foreign subsidiaries includes the difference between the U.S.

statutory rate and local jurisdiction tax rates.

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 Act.

In accordance with the provisions of the ASU, $ 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 includes 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.

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.

The CARES Act did not have a material impact on the Company’s consolidated financial condition or results of operations for the year ended December 31, 2020.

On December 27, 2020, the Consolidated Appropriations Act (“CAA”) was enacted in further response to the COVID-19 pandemic, in combination with omnibus spending for the 2021 federal fiscal year.

The CAA extended many of the provisions enacted by the CARES Act, the extension of which likewise did not have a material impact on the Company’s consolidated financial statements for the year ended December 31, 2020.

Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes.

The significant components of our deferred tax assets and liabilities as of December 31 are as follows:

CENTURY ALUMINUM COMPANY

1 unchanged sentence

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

The significant components of our deferred tax assets and liabilities as of December 31 are as follows:

Deferred tax assets:

5 unchanged sentences

Ravenswood retiree legal settlement 1.7 1.9

Other 10.1 2.8

Total deferred tax assets 505.1 503.5

2 unchanged sentences

Deferred tax liabilities:

Derivatives $ — $ ( 3.5 )

Tax over financial statement depreciation ( 95.0 ) ( 102.4 )

9 unchanged sentences

The Company is subject to the provisions of ASC 740-10, Income Taxes, which requires that the effect on deferred tax assets and liabilities of a change in tax rates be recognized in the period the tax rate change was enacted.

The overall reduction in deferred tax assets, and the related valuation allowances, are primarily a result of the enactment of the Act in 2017, the expiration of certain foreign net operating loss carryforwards ("NOLs"), and state tax law changes that impacted our State NOLs.

The overall increase in deferred tax assets, and the related valuation allowances, are primarily a result of the generation of Federal net operating loss carryforwards ("NOLs") and U.S.

interest expense limitation carryforward, offset by the expiration of certain foreign NOLs.

The changes in the valuation allowance are as follows:

CENTURY ALUMINUM COMPANY

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

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

2020 2019 2018

Beginning balance, valuation allowance $ 492.4 $ 552.5 $ 607.8

4 unchanged sentences

Ending balance, valuation allowance $ 499.4 $ 492.4 $ 552.5

CENTURY ALUMINUM COMPANY

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

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

The significant components of our NOLs are as follows:

$ 1,572.9 $ 1,519.9

1,090.7 1,068.3

(1) The federal NOL begins to expire in 2028.

1 unchanged sentence

(3) The Icelandic NOL expires between 2021 and 2026.

the Netherlands NOL begins to expire in 2022 .

Our ability to utilize our deferred tax assets to offset future federal taxable income may be significantly limited if we experience an "ownership change" as defined in the Code.

2 unchanged sentences

A reconciliation of the beginning and ending amounts of gross unrecognized tax benefits (excluding interest) is as follows:

2020 2019 2018

Balance as of January 1, $ 8.2 $ 9.5 $ 8.4

1 unchanged sentence

Decreases due to lapse of applicable statute of limitations ( 1.7 ) ( 1.3 ) ( 0.9 )

Settlements — — —

Balance as of December 31, $ 6.5 $ 8.2 $ 9.5

Included in the above balances are tax positions relating to temporary differences where there is uncertainty about the timing of tax return inclusion, but not that the amounts will ultimately be tax deductible.

Because of the impact of deferred tax accounting, other than interest and penalties, the timing would not impact the annual effective tax rate but could accelerate the payment of cash to the taxing authority to an earlier period.

Because of the impact of deferred tax accounting, other than interest and penalties, the timing would not impact the annual effective tax rate.

The remaining amounts of unrecognized tax benefits would affect our effective tax rate if recognized.

1 unchanged sentence

The components of our unrecognized tax benefits are as follows:

2020 2019 2018

Unrecognized tax benefits - Temporary Differences $ 5.1 $ 6.8 $ 7.9

3 unchanged sentences

We do not expect a significant change in the balance of unrecognized tax benefits within the next twelve months.

CENTURY ALUMINUM COMPANY

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

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

Century and its subsidiaries file income tax returns in the U.S.

6 unchanged sentences

Our Icelandic tax returns are subject to examination beginning with the 2014 tax year.

CENTURY ALUMINUM COMPANY

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

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

Commitments and Contingencies

14 unchanged sentences

District Court for the District of Delaware ordered the stay lifted and reopened the case.

Discovery was completed in the third quarter of 2019 and trial is currently scheduled to begin on March 23, 2020.

Discovery was completed in the third quarter of 2019.

Trial was bifurcated and moved to September 2021 for Comprehensive Environmental Response, Compensation and Liability Act ("CERCLA") issues and to a later undetermined date 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.

2 unchanged sentences

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 10 years.

On August 18, 2017, the District Court for the Southern District of West Virginia approved a settlement agreement in respect of these actions, pursuant to which 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 10 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.

8 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 not make any contributions during the years ended December 31, 2019, 2018 and 2017.

We did no t make any contributions during the years ended December 31, 2020, 2019 and 2018.

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

7 unchanged sentences

Pursuant to the Hydrocarbon Recovery Plan, recovered hydrocarbons and groundwater are delivered to the adjacent petroleum refinery where they are received and managed.

In October 2020, parties participating in the Hydrocarbon Recovery Plan filed a complaint against Century and Virgin Islands Alumina Corporation, L.L.C.

relating to the Hydrocarbon Recovery Plan.

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.

24 unchanged sentences

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

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 and can be terminated by Mt.

Holly on a 120 days' notice.

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.

CASC is currently party to both a power agreement with a third-party supplier (providing 75 % of Mt.

Holly's power) and Santee Cooper (providing 25 % of Mt.

Holly's power) to supply the Mt.

Holly smelter with all its power needs.

Both of these power agreements were set to expire on December 31, 2020 but were extended through March 31, 2020 as we finalize a new, three -year power arrangement with Santee Cooper that is expected to be effective April 1, 2021.

It is expected that under the new power contract with Santee Cooper, 100 % of Mt.

Holly's electrical power requirement shall be supplied from Santee Cooper's generation at cost of service based rates.

The new contract with Santee Cooper is expected to provide sufficient energy to allow the smelter to increase its production to 75 % of Mt.

Holly's full production capacity.

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.

10 unchanged sentences

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.

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.

This agreement is effective through December 31, 2024.

100 % of Vlissingen’s workforce is represented by the FME since Vlissingen is a member of the Federation for the Metal and Electrical Industry ("FME"), a Netherlands' employers' organization for companies in the metal, electronics, electrical engineering and plastic sectors.

The FME negotiates working conditions with trade unions on behalf of its members, which, when agreed upon, are then applicable to all employees of Vlissingen.

The current labor agreement expired on December 1, 2020 and since such time we have been operating under the terms of the expired agreement while we engage in negotiations regarding the terms of a new labor agreement.

Approximately 58 % of our U.S.

3 unchanged sentences

Holly employees are not represented by a labor union.

CENTURY ALUMINUM COMPANY

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

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

Asset Retirement Obligations

7 unchanged sentences

Ending balance, ARO liability $ 19.8 $ 18.9

CENTURY ALUMINUM COMPANY

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

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

Revisions in estimated cash flows during 2018 were related to a change in estimate of future disposal costs of spent potliners.

Quarterly Information (Unaudited)

Financial results by quarter for the years ended December 31, 2020 and 2019 are as follows:

Gross profit (loss)

Net income (loss)

Net income (loss) allocated to common stockholders

earnings (loss) per share

Diluted earnings (loss) per share

Net sales Gross profit (loss) Net income (loss) Net income (loss) allocated to common stockholders Basic

earnings (loss) per share Diluted earnings (loss) per share

4th Quarter $ 389.1 $ ( 1.2 ) $ ( 35.5 ) $ ( 35.5 ) $ ( 0.40 ) $ ( 0.40 )

3rd Quarter (2)

392.9 ( 27.1 ) ( 58.2 ) ( 58.2 ) ( 0.65 ) ( 0.65 )

2nd Quarter 401.9 ( 13.0 ) ( 26.9 ) ( 26.9 ) ( 0.30 ) ( 0.30 )

1st Quarter 421.2 4.8 ( 2.7 ) ( 2.7 ) ( 0.03 ) ( 0.03 )

4th Quarter $ 435.5 $ 6.7 $ ( 4.8 ) $ ( 4.8 ) $ ( 0.05 ) $ ( 0.05 )

1 unchanged sentence

2nd Quarter (1)

The fourth quarter of 2018 was unfavorably impacted by realization of a lower of cost or net realizable value adjustment of $ 30.6 million .

The third quarter of 2018 was favorably impacted by a $ 4.5 million gain on the extinguishment of the remainder of our contractual commitments associated with the construction of the Helguvik project.

The second quarter of 2018 reflects our temporary curtailment of one potline at our Sebree aluminum smelter due to an equipment failure that was brought back online in the third quarter.

473.1 ( 4.1 ) ( 20.7 ) ( 20.7 ) ( 0.23 ) ( 0.23 )

1st Quarter 490.0 ( 12.8 ) ( 34.6 ) ( 34.6 ) ( 0.39 ) ( 0.39 )

(1) The second quarter of 2019 includes a $ 4.3 million loss incurred from the sale of our interest in BHH.

(2) The third quarter of 2020 includes a $ 1.2 million loss on the early extinguishment of our 2021 Notes.

Business Segments

5 unchanged sentences

For example, all of our facilities' revenue is based on the LME price for primary aluminum.

CENTURY ALUMINUM COMPANY

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

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

A reconciliation of our consolidated assets to the total of primary aluminum segment assets is provided below.

Segment assets (1)

2020 2019 2018

Primary $ 1,332.0 $ 1,433.7 $ 1,480.7

Corporate, unallocated 67.6 66.0 56.8

Total assets $ 1,399.6 $ 1,499.7 $ 1,537.5

(1) Segment assets include accounts receivable, due from affiliates, prepaid and other current assets, leases- right of use assets, inventory, intangible assets and property, plant and equipment — net;

the remaining assets are unallocated corporate assets.

CENTURY ALUMINUM COMPANY

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

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

Geographic information

Included in the consolidated financial statements are the following amounts related to geographic locations:

2020 2019 2018

United States $ 1,007.5 $ 1,179.6 $ 1,138.6

Iceland 597.6 657.0 754.6

Long-lived assets:

United States $ 363.3 $ 419.1 $ 396.0

Iceland 511.8 518.0 554.3

Other 68.6 75.3 76.5

(1) Includes sales of primary aluminum, scrap aluminum and alumina.

1 unchanged sentence

Major customer information

In 2019, revenues from two customers exceeded 10 % of our net sales compared to two customers in 2018 and one customer in 2017.

In 2020, revenues from two customers exceeded 10 % of our net sales compared to two customers in 2019 and 2018.

A loss of these customers could have a material adverse effect on our results of operations.

1 unchanged sentence

Year Ended December 31,

2020 2019 2018

Glencore $ 1,025.5 $ 1,191.6 $ 1,204.5

Southwire 195.9 235.4 222.4

As of December 31, 2020, we had an open position of 194,116 tonnes related to LME forward financial sales contracts to fix the forward LME price.

These contracts are expected to settle monthly through December 2024.

We also entered into Midwest premium ("MWP") forward financial sales contracts to fix the forward MWP price.

We also had an open position of 318,000 tonnes related to Midwest Premium ("MWP") forward financial sales contracts to fix the forward MWP price.

These contracts are expected to settle monthly through December 2022.

As of December 31, 2019, we had an open position of 150,000 tonnes.

In 2019, we 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") of 790,560 MWh.

The Hawesville L4 power price swaps are expected to settle monthly during the term of the contract.

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

As of December 31, 2019, we had open positions related to such arrangements of 12,611 tonnes settling at various dates through December 2020.

In 2017, we entered into financial contracts to fix the forward price of approximately 4 % of Grundartangi's total power requirements for the period November 2019 through December 2020 (the “power price swaps”).

As of December 31, 2019, we had an open position of 219,600 MWh related to the power price swaps.

Because the power price swaps are settled in euros, in 2018 we entered into financial contracts to hedge the risk of fluctuations associated with the euro (the "FX swaps").

As of December 31, 2019, we had open positions related to the FX swaps for € 4.8 million Euros that settle monthly through December 2020.

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 December 31, 2019 and 2018:

We have also entered into 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 December 31, 2020, we had 9,694 tonnes that will settle at various dates through December 2021.

We 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 December 31, 2020, the power price swaps had fully matured.

CENTURY ALUMINUM COMPANY

1 unchanged sentence

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

We have entered into financial contracts to hedge a portion of our exposure at our U.S operations to 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 December 31, 2020, we had an open position of 2,355,000 mmBTU.

The NYMEX Henry Hub natural gas price swaps are expected to settle monthly through March 2021.

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

As of December 31, 2020, we had an open position of 1,830,840 MWh related to the Nord Pool power price swaps.

The Nord Pool power price swaps are expected to settle monthly through December 2022.

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 (the "FX swaps").

As of December 31, 2020, we had open positions related to the FX swaps for € 40.3 million that settle monthly through December 2022.

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 December 31, 2020 and 2019:

Asset Fair Value

Commodity contracts (1)

$ 12.8 $ 19.7

Foreign exchange contracts (2)

Total $ 15.2 $ 19.7

Liability Fair Value

1 unchanged sentence

Foreign exchange contracts (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.

Total $ 16.7 $ 4.2

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

At December 31, 2020, $ 1.2 million of Due from affiliates, $ 1.7 million of Due from affiliates - less current portion, $ 11.3 million of Due to affiliates, and $ 0.1 million of Due to affiliates – less current portion is related to commodity contract assets and liabilities with Glencore.

At December 31, 2019, $ 0.2 million of Due from affiliates and $ 0.5 million Due from affiliates - less current portion was related to commodity contract assets with Glencore.

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

1 unchanged sentence

Year Ended December 31,

2020 2019 2018

Commodity contracts (1)

$ ( 16.3 ) $ 12.9 $ 6.6

Foreign exchange contracts ( 1.0 ) ( 0.9 ) ( 0.3 )

Total $ ( 17.3 ) $ 12.0 $ 6.3

(1) For the years ended December 31, 2020, 2019, and 2018, $( 9.2 ) million, $ 2.0 million, and $( 2.2 ) million of net gain (loss), respectively, was with Glencore.

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.

CENTURY ALUMINUM COMPANY

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

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

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.

12 unchanged sentences

For the year ended December 31, 2020

Combined Guarantor Subsidiaries

Combined Non-Guarantor Subsidiaries

Consolidating Adjustments

Total Consolidated

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

Related parties $ — $ 531.1 $ 494.4 $ — $ 1,025.5

6 unchanged sentences

Operating income (loss) ( 27.2 ) ( 76.9 ) 23.6 — ( 80.5 )

Interest expense - term loan

Interest expense - Hawesville term loan ( 1.9 ) — — — ( 1.9 )

Interest expense ( 26.8 ) ( 1.5 ) ( 1.4 ) — ( 29.7 )

2 unchanged sentences

Net gain on forward and derivative contracts 10.6 1.4 ( 29.3 ) — ( 17.3 )

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

Other income (expense) - net ( 0.1 ) 1.0 2.6 — 3.5

14 unchanged sentences

For the year ended December 31, 2019

Combined Guarantor Subsidiaries

Combined Non-Guarantor Subsidiaries

Consolidating Adjustments

Total Consolidated

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

Related parties $ — $ 566.5 $ 625.1 $ — $ 1,191.6

4 unchanged sentences

Selling, general and administrative expenses 25.9 16.3 5.2 — 47.4

Helguvik (gains)

Other operating expense - net — — 0.8 — 0.8

Operating income (loss) ( 25.9 ) ( 19.1 ) ( 27.1 ) — ( 72.1 )

Interest expense - Hawesville term loan ( 2.1 ) — — — ( 2.1 )

Interest expense ( 21.0 ) ( 1.7 ) ( 0.3 ) — ( 23.0 )

6 unchanged sentences

Income (loss) before equity in earnings of joint ventures 0.7 ( 10.5 ) ( 67.3 ) — ( 77.1 )

BHH impairment — — ( 4.3 ) — ( 4.3 )

Equity in earnings (loss) of joint ventures ( 81.5 ) 8.2 0.6 73.3 0.6

9 unchanged sentences

For the year ended December 31, 2018

Combined Guarantor Subsidiaries

Combined Non-Guarantor Subsidiaries

Consolidating Adjustments

Total Consolidated

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

Related parties $ — $ 453.6 $ 750.9 $ — $ 1,204.5

5 unchanged sentences

Helguvik impairment — — ( 4.5 ) — ( 4.5 )

Ravenswood losses

Other operating expense - net — — 0.4 — 0.4

9 unchanged sentences

Equity in earnings (loss) of subsidiaries and joint ventures ( 64.9 ) 0.6 4.2 64.3 4.2

Net income ( 66.2 ) ( 34.2 ) ( 30.1 ) 64.3 ( 66.2 )

Other comprehensive income before income tax effect ( 5.5 ) ( 24.2 ) 5.2 19.0 ( 5.5 )

5 unchanged sentences

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

Condensed Consolidating Balance Sheet

Condensed Consolidating Balance Sheets

As of December 31, 2020

Combined Guarantor Subsidiaries

Combined Non-Guarantor Subsidiaries

Consolidating Adjustments

Total Consolidated

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

Cash & cash equivalents $ 0.8 $ 1.2 $ 79.6 $ — $ 81.6

2 unchanged sentences

Due from affiliates 1.2 9.1 — — 10.3

Inventories — 183.8 107.3 — 291.1

Derivative assets 3.0 — 3.4 — 6.4

3 unchanged sentences

Investment in subsidiaries 495.5 65.4 — ( 560.9 ) —

Due from affiliates - long term

Due from affiliates - less current portion 788.8 600.3 3.9 ( 1,391.3 ) 1.7

Other assets 34.2 4.3 23.0 — 61.5

TOTAL 1,341.8 1,224.3 785.7 ( 1,952.2 ) 1,399.6

Accounts payable, trade 4.6 60.3 41.2 — 106.1

Interest payable 15.0 — — — 15.0

Due to affiliates 0.0 10.4 11.3 — 21.7

5 unchanged sentences

Senior notes payable 243.1 — — — 243.1

Hawesville term loan - less current portion

Iceland revolving credit facility — — 45.0 — 45.0

Accrued pension benefits costs - less current portion 26.3 29.9 9.0 — 65.2

2 unchanged sentences

Other liabilities 6.1 24.9 13.8 — 44.8

Due to affiliates - long term

Due to affiliates - less current portion 453.6 374.1 563.7 ( 1,391.3 ) 0.1

Deferred taxes — 0.4 88.8 — 89.2

1 unchanged sentence

Preferred stock 0.0 — — — 0.0

Common stock 1.0 0.0 0.1 ( 0.1 ) 1.0

Other shareholders' equity 545.1 586.5 ( 25.7 ) ( 560.8 ) 545.1

Total shareholders' equity 546.1 586.5 ( 25.6 ) ( 560.9 ) 546.1

TOTAL $ 1,341.8 $ 1,224.3 $ 785.7 $ ( 1,952.2 ) $ 1,399.6

CENTURY ALUMINUM COMPANY

1 unchanged sentence

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

Condensed Consolidating Balance Sheet

Condensed Consolidating Balance Sheets

As of December 31, 2019

Combined Guarantor Subsidiaries

Combined Non-Guarantor Subsidiaries

Consolidating Adjustments

Total Consolidated

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

Cash & cash equivalents $ 0.3 $ 0.1 $ 38.5 $ — $ 38.9

2 unchanged sentences

Due from affiliates 0.0 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

2 unchanged sentences

Investment in subsidiaries 609.5 62.7 — ( 672.2 ) —

Due from affiliates - long term

Due from affiliates - less current portion 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

2 unchanged sentences

Accrued employee benefits costs 1.9 7.7 0.8 — 10.4

Revolving credit facility

Hawesville term loan - current 20.0 — — — 20.0

Industrial revenue bonds — 7.8 — — 7.8

1 unchanged sentence

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

1 unchanged sentence

Other liabilities 3.5 22.2 16.7 — 42.4

Due to affiliates - long term

Lease - right of use liabilities 5.5 0.4 16.9 — 22.8

Due to affiliates - less current portion 403.4 315.9 572.7 ( 1,292.0 ) —

Deferred taxes — 0.4 94.7 — 95.1

1 unchanged sentence

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

CENTURY ALUMINUM COMPANY

1 unchanged sentence

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

Condensed Consolidating Statement of Cash Flows

Condensed Consolidating Statements of Cash Flows

For the year ended December 31, 2020

Combined Guarantor Subsidiaries

Combined Non-Guarantor Subsidiaries

Consolidating Adjustments

Total Consolidated

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

Net cash provided by (used in) operating activities $ ( 23.9 ) $ 15.0 $ 51.8 $ — $ 42.9

Purchase of property, plant and equipment ( 0.8 ) ( 10.4 ) ( 2.2 ) — ( 13.4 )

Proceeds from sale of joint venture

Proceeds from sale of property, plant and equipment — 1.5 0.1 — 1.6

Intercompany transactions 6.5 ( 51.3 ) 1.3 43.5 —

Net cash provided by (used in) investing activities 5.7 ( 60.2 ) ( 0.8 ) 43.5 ( 11.8 )

Borrowings under Hawesville term loan

Repayment of debt ( 250.0 ) — — — ( 250.0 )

Proceeds from issuance of debt 243.8 — — — 243.8

Borrowings under revolving credit facilities 213.9 — 45.0 — 258.9

Repayments under revolving credit facilities ( 217.9 ) — — — ( 217.9 )

Other short term borrowings

Repayment on other short term borrowings

Issuance of common stock

Debt issuance cost ( 1.1 ) — — — ( 1.1 )

Debt retirement costs ( 0.2 ) — — — ( 0.2 )

Repayments under Hawesville term loan ( 20.0 ) — — — ( 20.0 )

Intercompany transactions 50.2 46.3 ( 53.0 ) ( 43.5 ) —

6 unchanged sentences

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

Condensed Consolidating Statement of Cash Flows

Condensed Consolidating Statements of Cash Flows

For the year ended December 31, 2019

Combined Guarantor Subsidiaries

Combined Non-Guarantor Subsidiaries

Consolidating Adjustments

Total Consolidated

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

Net cash provided by (used in) operating activities $ ( 71.7 ) $ 51.4 $ 38.0 $ — $ 17.7

Purchase of property, plant and equipment ( 0.7 ) ( 43.4 ) ( 15.5 ) — ( 59.6 )

Proceeds from sale of property, plant and equipment

Proceeds from sale of joint venture — — 20.8 — 20.8

Intercompany transactions 43.4 ( 10.0 ) 2.1 ( 35.5 ) —

Net cash provided by (used in) investing activities 42.7 ( 53.4 ) 7.4 ( 35.5 ) ( 38.8 )

Borrowings under Hawesville term loan 40.0 — — — 40.0

Borrowings under revolving credit facilities 368.6 — 19.5 — 388.1

Repayments under revolving credit facilities ( 387.8 ) — ( 19.5 ) — ( 407.3 )

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

7 unchanged sentences

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

Condensed Consolidating Statement of Cash Flows

Condensed Consolidating Statements of Cash Flows

For the year ended December 31, 2018

Combined Guarantor Subsidiaries

Combined Non-Guarantor Subsidiaries

Consolidating Adjustments

Total Consolidated

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

Net cash provided by operating activities $ ( 53.0 ) $ ( 19.5 ) $ 3.4 $ — $ ( 69.1 )

14 unchanged sentences

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

What changed 10-K

Item 8. Financial Statements and Supplementary Data