What changed in this filing

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Item 1. Financial Statements

2021-05-07 compared with 2020-11-05 · 192 added, 597 removed, 544 unchanged (59% of the section changed)

3 unchanged sentences

(in millions, except per share amounts)

Three months ended September 30,

Nine months ended September 30,

Three months ended March 31,

Related parties $ 268.3 $ 271.0

10 unchanged sentences

Net gain (loss) on forward and derivative contracts ( 98.1 ) 3.8

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

Other income (expense) - net 1.9 1.7

Income (loss) before income taxes and equity in earnings of joint ventures ( 57.9 ) ( 22.0 ) ( 89.4 ) ( 78.1 )

Income (loss) before income taxes ( 142.3 ) ( 5.5 )

Income tax benefit (expense) 2.3 2.8

Income (loss) before equity in earnings of joint ventures ( 58.2 ) ( 20.7 ) ( 87.8 ) ( 72.4 )

Loss on sale of BHH — — — ( 4.3 )

Equity in earnings of joint ventures — — 0.0 0.7

Net income (loss) $ ( 140.0 ) $ ( 2.7 )

8 unchanged sentences

(in millions)

Three months ended September 30,

Nine months ended September 30,

Three months ended March 31,

Comprehensive income (loss):

13 unchanged sentences

(in millions)

September 30, 2020

March 31, 2021

December 31, 2020

13 unchanged sentences

Accounts payable, trade $ 116.2 $ 106.1

Interest payable — 15.0

Due to affiliates 39.7 21.7

Accrued and other current liabilities 62.3 54.5

Derivative liabilities 62.8 4.9

Accrued employee benefits costs 10.1 10.3

4 unchanged sentences

Senior notes payable 243.4 243.1

Hawesville term loan - less current portion 5.0 20.0

Iceland revolving credit facility — 45.0

3 unchanged sentences

Leases - right of use liabilities 23.2 24.3

Due to affiliates - less current portion 6.5 0.1

Deferred taxes 86.3 89.2

14 unchanged sentences

(in millions)

Nine months ended September 30,

Three months ended March 31,

CASH FLOWS FROM OPERATING ACTIVITIES:

1 unchanged sentence

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

Loss on sale of BHH — 4.3

Unrealized (gain) loss on derivative instruments 94.4 ( 3.7 )

1 unchanged sentence

Depreciation and amortization 20.9 20.2

Loss on early extinguishment of debt 1.0 —

Other non-cash items - net 3.2 ( 0.7 )

7 unchanged sentences

Accrued and other current liabilities 3.8 ( 5.6 )

Ravenswood retiree medical settlement ( 2.0 ) ( 2.0 )

Other - net ( 0.7 ) 1.1

3 unchanged sentences

Proceeds from sales of property, plant & equipment — 0.1

Proceeds from sale of joint venture — 10.5

Net cash provided by (used in) investing activities ( 7.4 ) ( 5.9 )

CASH FLOWS FROM FINANCING ACTIVITIES:

Repayment of debt ( 250.0 ) —

Proceeds from issuance of debt 243.8 —

Borrowing under Hawesville term loan — 40.0

Repayments on Hawesville term loan ( 5.0 ) ( 5.0 )

1 unchanged sentence

Repayments under revolving credit facilities ( 192.2 ) ( 35.8 )

Debt issuance costs ( 1.1 ) —

Debt retirement costs ( 0.2 ) —

Other short-term borrowings — 3.4

Repayment on other short-term borrowings — ( 3.4 )

Issuance of common stock — 0.3

Net cash provided by (used in) financing activities 0.4 81.0

2 unchanged sentences

Cash, cash equivalents and restricted cash, end of period $ 27.5 $ 149.4

CENTURY ALUMINUM COMPANY

CONSOLIDATED STATEMENTS OF CASH FLOWS

(in millions)

Nine months ended September 30,

Supplemental Cash Flow Information:

1 unchanged sentence

Interest $ 16.1 $ 0.8

Taxes 0.1 0.3

Non-cash investing activities:

6 unchanged sentences

deficit Total shareholders’ equity

Three months ended September 30, 2020

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

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

Other comprehensive income (loss) — — — — 1.1 — 1.1

Share-based compensation — — 0.8 — — — 0.8

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

Balance, September 30, 2020

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

Three months ended September 30, 2019

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

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

Other comprehensive income (loss) — — — — 0.7 — 0.7

Share-based compensation — — 0.5 — — — 0.5

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

Balance, September 30, 2019

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

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

deficit Total shareholders’ equity

Nine months ended September 30, 2020

Three months ended March 31, 2021

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

3 unchanged sentences

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

Balance, September 30, 2020

Balance, March 31, 2021

$ 0.0 $ 1.0 $ 2,530.9 $ ( 86.3 ) $ ( 117.5 ) $ ( 1,919.8 ) $ 408.3

Nine months ended September 30, 2019

Three months ended March 31, 2020

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 *

— — — — ( 1.3 ) 1.3 —

Net income (loss) — — — — — ( 2.7 ) ( 2.7 )

2 unchanged sentences

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

Balance, September 30, 2019

Balance, March 31, 2020

$ 0.0 $ 1.0 $ 2,526.6 $ ( 86.3 ) $ ( 108.4 ) $ ( 1,659.1 ) $ 673.8

* ASU 2018-02.

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

CENTURY ALUMINUM COMPANY

Condensed Notes to the Consolidated Financial Statements

Three and nine months ended September 30, 2020 and 2019

Three months ended March 31, 2021 and 2020

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

1 unchanged sentence

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

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

Operating results for the first three months of 2021 are not necessarily indicative of the results that may be expected for the year ending December 31, 2021.

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

Recently Issued Accounting Standards

In December 2019, the FASB issued ASU 2019-12, “Income Taxes (Topic 740):

Simplifying the Accounting for Income Taxes." Amendments include the removal of certain exceptions to the general principles of ASC 740 and to improve and simplify accounting for income taxes by clarifying and amending existing guidance.

Updates are related to intraperiod tax allocation, interim period tax calculations, tax laws or rate changes in interim periods, and income taxes related to employee stock ownership plans.

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

The Company is currently evaluating the impacts of ASU 2019-12 and we do not expect the adoption to have a material effect on the consolidated financial statements.

In March 2020, the Securities and Exchange Commission (“SEC”) issued a final rule that amends the disclosure requirements related issuers and guarantors of certain registered securities under SEC Regulation S-X Rule 3-10.

The final rule allows registrants to provide alternative financial disclosures in either the registrant’s MD&A or financial statements, rather than the previous requirement under Rule 3-10, which required condensed consolidating financial information within the financial statements.

It also simplifies the requirements in Rule 3-10 that currently must be met for a parent company to qualify for exceptions allowing it to provide alternative disclosures rather than full audited financial statements.

The ruling also reduces the periods for which summarized financial information is required to be presented to the most recent (1) annual period and (2) year-to-date interim period.

The final rule applies to annual reports on Form 10-K for fiscal years ending after January 4, 2021 and quarterly reports on Form 10-Q for quarterly periods ending after January 4, 2021 and registrants may voluntarily comply with the final rule before the effective date.

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

Recently Adopted Accounting Standards

On January 1, 2021, we adopted Financial Accounting Standards Board ("FASB") Accounting Standards Update ("ASU") 2019-12, “Income Taxes (Topic 740):

Simplifying the Accounting for Income Taxes." The ASU 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 adoption of the ASU did not have a material effect on the Company’s consolidated financial statements.

On January 1, 2021, we adopted FASB ASU 2020-06, “Debt With Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40):

Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity" using the modified retrospective method.

The ASU amendments include simplification of the accounting models for convertible instruments and conversion options, and amendments to diluted earnings per share (“EPS”) calculations for certain convertible instruments, requiring the inclusion of convertible securities in the calculation of diluted EPS using the if-converted method.

The adoption of the ASU did not have a material effect on the Company’s consolidated financial statements.

On January 1, 2021, we adopted the final rule issued by the Securities and Exchange Commission (“SEC”) that amends the disclosure requirements related to issuers and guarantors of certain registered securities under SEC Regulation S-X Rule 3-10.

We presented the alternative financial disclosures in Item 2 .

Management's Discussion a n d A nalysis - Liquidity and Capital Resources .

The adoption of the SEC rule is limited to disclosures only and did not have a material effect on the Company’s consolidated financial statements.

Related Party Transactions

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

The significant related party transactions occurring during the three months ended March 31, 2021 and 2020 are described below.

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

Glencore ownership

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

As of March 31, 2021, Glencore plc and its affiliates (together "Glencore") beneficially owned 42.9 % of Century’s outstanding common stock ( 46.7 % on a fully-diluted basis assuming the conversion of all of the Series A Convertible Preferred Stock) and all of our outstanding Series A Convertible Preferred Stock.

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

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.

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

CENTURY ALUMINUM COMPANY

2 unchanged sentences

Sales to Glencore

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

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

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

For the three months ended March 31, 2021 and 2020, we derived approximately 60 % and 64 %, respectively, of our consolidated net sales from Glencore.

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

Glencore purchases aluminum produced at our Grundartangi, Iceland smelter at prices primarily based on the LME plus the European Duty Paid premium plus any additional market-based product premiums.

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

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

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

For the three months ended March 31, 2021, we recorded no revenue related to alumina sales to Glencore, and for the three months ended March 31, 2020, we recor ded $ 0.3 million of revenue related to alumina sales to Glencore, respectively.

Purchases from Glencore

We purchase a portion of our alumina requirements from Glencore.

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

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

Alumina purchases from Glencore during the three months ended March 31, 2021 were priced based on published alumina and aluminum indices.

Financial contracts with Glencore

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Debt for additional information.

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 is as follows:

Three months ended September 30,

Nine months ended September 30,

Three months ended March 31,

Net sales to Glencore $ 268.3 $ 271.0

Purchases from Glencore 72.3 40.2

Purchases from BHH (1)

(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.

We disaggregate our revenue by geographical region as follows:

Net Sales Three months ended September 30,

Nine months ended September 30,

Net Sales Three months ended March 31,

United States $ 276.2 $ 274.1

7 unchanged sentences

Fair value represents the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date.

In general, reporting entities should apply valuation techniques to measure fair value that maximize the use of observable inputs and minimize the use of unobservable inputs.

Observable inputs are developed using market data and reflect assumptions that market participants would use when pricing the asset or liability.

Unobservable inputs are developed using the best information available about the assumptions that market participants would use when pricing the asset or liability.

The fair value hierarchy provides transparency regarding the inputs we use to measure fair value.

3 unchanged sentences

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

Recurring Fair Value Measurements As of September 30, 2020

Recurring Fair Value Measurements As of March 31, 2021

Cash equivalents $ 13.3 $ — $ — $ 13.3

5 unchanged sentences

TOTAL $ — $ 104.8 $ 6.2 $ 111.0

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

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

Recurring Fair Value Measurements As of December 31, 2020

1 unchanged sentence

Trust assets (1)

Surety bonds (2)

Derivative instruments — 12.1 3.0 15.1

8 unchanged sentences

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

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

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

We use the following valuation techniques and inputs for fair value measurements categorized within Level 2 of the fair value hierarchy:

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

Level 2 Fair Value Measurements:

Asset / Liability Level Valuation Techniques Inputs

Asset / Liability Valuation Techniques Inputs

LME forward financial sales contracts Discounted cash flows Quoted LME forward market

2 unchanged sentences

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

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

FX swaps Discounted cash flows Euro/USD forward exchange rate

2 unchanged sentences

Our estimates of significant unobservable inputs are ultimately based on our estimates of risks that market participants would consider when valuing our assets and liabilities.

CENTURY ALUMINUM COMPANY

Condensed Notes to the Consolidated Financial Statements (continued)

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

The following table presents the inputs for fair value measurements categorized within Level 3 of the fair value hierarchy, along with information regarding significant unobservable inputs used to value Level 3 assets and liabilities:

Level 3 Fair Value Measurements:

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

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

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

Asset / Liability Fair Value at March 31, 2021 Valuation Technique Observable Inputs Significant Unobservable Input Value/Range of Unobservable Input

LME forward financial sales contracts $ ( 6.0 ) Discounted cash flows Quoted LME forward market Discount rate net (1)

Contingent obligation $ — Discounted cash flows Quoted LME forward market, management's estimate 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)

$ 2,217 /T-$ 2,321 /T

Hawesville L4 power price swaps $ ( 0.8 ) Discounted cash flows Quoted Indy Hub forward market prices Estimates of locational margin prices during contract term in megawatt hours (MWh) (3)

FX swaps $ ( 0.2 ) Discounted cash flows Euro/USD forward exchange rate Discount rate net (1)

(1) Represents risk adjusted discount rate.

3 unchanged sentences

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

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

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

Level 3 Assets Level 3 Liabilities

For the three months ended September 30, 2020

LME forward financial sales contracts Hawesville L4 power price swaps

Balance as of July 1, 2020

$ 6.1 $ ( 1.5 )

Level 3 Liabilities

For the three months ended March 31, 2021

LME forward financial sales contracts FX Swaps

Balance as of January 1, 2021

Total realized/unrealized gains (losses)

Included in net income (loss) (1)

( 4.2 ) ( 0.2 )

Purchases, sales, settlements

2 unchanged sentences

Transfers into Level 3 (2)

Transfers out of Level 3 — —

Balance as of September 30, 2020

( 0.7 ) ( 0.2 )

Change in unrealized gains (losses) (1)

$ ( 4.2 ) $ 0.7

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

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

For the three months ended September 30, 2019

Level 3 Assets Level 3 Liabilities

LME forward financial sales contracts Hawesville L4 Power Price Swaps

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

Total realized/unrealized gains (losses)

Included in Net Income (1)

Purchases, sales, settlements

Purchases — —

Settlements — —

Transfers into Level 3 — —

Transfers out of Level 3 (3)

Balance as of September 30, 2019

Balance as of March 31, 2021

( 6.0 ) $ ( 0.2 )

Change in unrealized gains (losses) (1)

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

CENTURY ALUMINUM COMPANY

Condensed Notes to the Consolidated Financial Statements (continued)

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

Level 3 Assets Level 3 Liabilities

For the nine months ended September 30, 2020

LME forward financial sales contracts Hawesville L4 power price swaps

Balance as of January 1, 2020

$ ( 8.7 ) $ —

Total realized/unrealized gains (losses)

Included in net income (loss) (1)

Purchases, sales, settlements

Purchases — —

Settlements — 3.7

Transfers into Level 3 (2)

Transfers out of Level 3 (3)

Balance as of September 30, 2020

$ 6.6 $ ( 0.8 )

Change in unrealized gains (losses) (1)

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

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

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

For the nine months ended September 30, 2019

(2) Transfers into Level 3 due to contracts with applied discount rate during the first quarter of 2021.

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

For the three months ended March 31, 2020

Level 3 Assets Level 3 Liabilities

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

LME forward financial sales contracts Hawesville L4 Power Price Swaps

Balance as of January 1, 2020 $ 10.6 $ ( 2.9 )

$ 4.7 $ 0.3 $ — $ ( 0.2 ) $ ( 0.3 )

Total realized/unrealized gains (losses)

Included in Net Income (1)

( 1.0 ) 15.6 1.2 ( 0.1 ) ( 0.3 )

Purchases, sales, settlements

Purchases — —

Sales — — — — —

Settlements — 1.2

Transfers into Level 3 (2)

— ( 0.2 ) ( 2.7 ) — —

Transfers out of Level 3 (3)

Balance as of September 30, 2019

Balance as of March 31, 2020

$ 7.8 $ ( 3.2 )

2 unchanged sentences

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

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

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

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

CENTURY ALUMINUM COMPANY

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

For the three months ended September 30,

Net Income (Loss) Shares (in millions)

Per Share Net Income (Loss) Shares (in millions)

Net income (loss)

$ ( 58.2 ) $ ( 20.7 )

Amount allocated to common stockholders

100.0 % 100.0 %

Basic and diluted EPS (1)

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

For the nine months ended September 30,

For the three months ended March 31

Net Income (Loss) Shares (in millions)

6 unchanged sentences

$ ( 140.0 ) 90.1 $ ( 1.55 ) $ ( 2.7 ) 89.3 $ ( 0.03 )

Three months ended September 30,

Nine months ended September 30,

Three months ended March 31,

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

Share-based compensation 2.2 0.4

(1) In periods when we report a net loss, all share-based compensation awards are excluded from the calculation of diluted weighted average shares outstanding because of their anti-dilutive effect on earnings (loss) per share.

Convertible preferred shares (2)

(1) In periods when we report a net loss, all share-based compensation awards and convertible preferred shares are excluded from the calculation of diluted weighted average shares outstanding because of their anti-dilutive effect on earnings (loss) per share.

(2) Convertible preferred shares are considered in diluted EPS using the if-converted method in accordance with our adoption of ASU 2020-06 effective January 1, 2021 using a modified retrospective approach.

CENTURY ALUMINUM COMPANY

2 unchanged sentences

Shareholders’ Equity

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

As of March 31, 2021 and December 31, 2020, we had 195,000,000 shares of common stock, $ 0.01 par value per share, authorized under our Restated Certificate of Incorporation, of which 97,274,235 shares were issued and 90,087,714 shares were outstanding at March 31, 2021;

97,242,318 shares were issued and 90,055,797 shares were outstanding at December 31, 2020.

1 unchanged sentence

Preferred Stock

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

As of March 31, 2021 and December 31, 2020, we had 5,000,000 shares of preferred stock, $ 0.01 par value per share, authorized under our Restated Certificate of Incorporation.

Our Board of Directors may issue preferred stock in one or more series and determine for each series the dividend rights, conversion rights, voting rights, redemption rights, liquidating preferences, sinking fund terms and the number of shares constituting that series, as well as the designation thereof.

Depending upon the terms of preferred stock established by our Board of Directors, any or all of the preferred stock could have preference over the common stock with respect to dividends and other distributions and upon the liquidation of Century.

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

Series A Convertible Preferred Stock

Shares Authorized and Outstanding .

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

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

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

At March 31, 2021 and December 31, 2020, there were 63,452 and 63,589 shares of Series A Convertible Preferred Stock outstanding, respectively.

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

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

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

The Common and Preferred Stock table below contains additional information about preferred stock conversions during the three months ended March 31, 2021 and 2020.

Preferred stock Common stock

5 unchanged sentences

Issuance for share-based compensation plans — — 18,220

Ending balance as of September 30, 2020

Ending balance as of March 31, 2021

63,452 7,186,521 90,087,714

3 unchanged sentences

Issuance for share-based compensation plans — — 157,158

Ending balance as of September 30, 2019

Ending balance as of March 31, 2020

66,141 7,186,521 89,460,965

2 unchanged sentences

Under the program, Century is authorized to repurchase up to $ 130.0 million of our outstanding shares of common stock, from time to time, on the open market at prevailing market prices, in block trades or otherwise.

The timing and amount of any shares repurchased will be determined by our management based on its evaluation of market conditions, the trading price of our common stock and other factors.

The timing and amount of any shares repurchased will be determined by

CENTURY ALUMINUM COMPANY

Condensed Notes to the Consolidated Financial Statements (continued)

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

our management based on its evaluation of market conditions, the trading price of our common stock and other factors.

The stock repurchase program may be suspended or discontinued at any time.

2 unchanged sentences

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

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

CENTURY ALUMINUM COMPANY

Condensed Notes to the Consolidated Financial Statements (continued)

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

paid-in capital.

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

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

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

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

We have made no repurchases since April 2015 and we have $ 43.7 million remaining under the repurchase program authorization as of March 31, 2021.

We recorded an income tax benefit of $ 2.3 million and $ 2.8 million for the three months ended March 31, 2021 and 2020, respectively.

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

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

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

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

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

As of March 31, 2021, all of Century's U.S.

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

On January 1, 2019, the Company adopted ASU 2018-02, "Income Statement-Reporting Comprehensive Income (Topic 220), Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income," which provides for the reclassification from accumulated other comprehensive income to retained earnings of stranded tax effects resulting from the Tax Cuts and Jobs Act ("the Act").

In accordance with the provisions of ASU 2018-02, $ 1.3 million of stranded tax effects related to the Act were reclassified from accumulated other comprehensive loss to retained earnings in the first quarter of 2019.

This reclassification included the impact of the change in the federal corporate income tax rate and the related federal benefit of state taxes.

The Company’s accounting policy with respect to releasing income tax effects from accumulated other comprehensive income is to apply a security by security approach whereby the tax effects are measured based on the change in the unrealized gains or losses reflected in other comprehensive loss.

On March 27, 2020, the Coronavirus Aid, Relief and Economic Security Act (the "CARES Act") was enacted in response to the coronavirus ("COVID-19") pandemic.

The CARES Act is aimed at providing assistance and health care for individuals, families, and businesses affected by COVID-19 and generally supporting the U.S.

The CARES Act, among other things, includes provisions related to refundable payroll tax credits, deferment of the employer portion of social security payments, net operating loss carryback periods, modifications to the net interest deduction limitations, and technical corrections to tax depreciation methods for qualified improvement property.

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

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

Inventories consist of the following:

September 30, 2020

March 31, 2021

December 31, 2020

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

September 30, 2020

CENTURY ALUMINUM COMPANY

Condensed Notes to the Consolidated Financial Statements (continued)

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

March 31, 2021

December 31, 2020

Debt classified as current liabilities:

Hawesville Term Loan - current portion (1)

Hawesville Term Loan (1)

$ 15.0 $ 20.0

3 unchanged sentences

Iceland Revolving Credit Facility (4)

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

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

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

12.0 % senior secured notes due July 1, 2025, net of debt discount of $ 2.2 million and $ 2.3 million, and financing fees of $ 4.4 million and $ 4.6 million at March 31, 2021 and December 31, 2020, respectively, interest payable semiannually

Total $ 316.6 $ 315.9

(1) See "Hawesville Term Loan" below.

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

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

At March 31, 2021, the applicable interest rate was LIBOR of 0.2 % plus margin of 5.375 % and there is no interest payable outstanding.

As of March 31, 2021, we have made $ 25.0 million of principal payments and $ 2.2 million of interest payments.

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

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

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

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

The IRBs interest rate at March 31, 2021 was 0.2 %.

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

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

The interest rate at March 31, 2021 was 3.8 %.

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

12.0 % Notes due 2025

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

Interest Rate.

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

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.

Fair value for our 2025 Notes, based on the latest trading data available, was $ 268.8 million as of March 31, 2021.

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.

In connection with the offering of the 2028 Notes described below, we commenced a cash tender offer to purchase any and all of our outstanding 2025 Notes at par plus a tender premium of $ 14.6 million.

On April 14, 2021, we purchased $ 195.9 million aggregate principal amount of the 2025 Notes in the tender offer, and notified the holders of all outstanding 2025 Notes that were not purchased in the tender offer of our election to redeem all such remaining 2025 Notes on May 14, 2021.

7.5 % Senior Secured Notes due 2028

As disclosed in N ote 14.

Subsequent E vents , on April 14, 2021, we issued $ 250.0 million in aggregate principal amount of senior secured notes due 2028 (the "2028 Notes").

The 2028 Notes bear interest semi-annually in arrears on April 1 and October 1 of each year, beginning on October 1, 2021, at a rate of 7.5 % per annum in cash.

Convertible Notes due 2028

In addition, as disclosed in Note 14.

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

The Convertible Notes were issued at a price of 100 % of their aggregate principal amount, will pay interest semi-annually in arrears on May 1 and November 1 of each year, beginning on November 1, 2021, at a rate of 2.75 % per annum in cash, and will mature on May 1, 2028, unless earlier converted, repurchased, or redeemed.

CENTURY ALUMINUM COMPANY

1 unchanged sentence

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

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

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

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

(iii) proceeds of the foregoing.

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

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

Redemption Rights.

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

Year Percentage

2023 101.25 %

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

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

(i) incur additional debt;

(ii) incur additional liens;

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

(iv) purchase or redeem capital stock;

(v) make investments or certain other restricted payments;

(vi) sell assets;

(vii) issue or sell stock of certain subsidiaries;

(viii) enter into transactions with shareholders or affiliates;

and (ix) effect a consolidation or merger.

7.5 % Notes Tender Offer and Redemption

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

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

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

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

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

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

Hawesville Term Loan

2 unchanged sentences

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

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

CENTURY ALUMINUM COMPANY

Condensed Notes to the Consolidated Financial Statements (continued)

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

installments of principal, beginning on January 31, 2020.

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

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

8 unchanged sentences

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

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

At March 31, 2021, there were $ 50.4 million in outstanding borrowings under our U.S.

revolving credit facility.

3 unchanged sentences

revolving credit facility:

September 30, 2020

March 31, 2021

Credit facility maximum amount $ 175.0

5 unchanged sentences

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

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

At March 31, 2021, there were no outstanding borrowings under our Iceland revolving credit facility.

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

1 unchanged sentence

Status of our Iceland revolving credit facility:

September 30, 2020

March 31, 2021

Credit facility maximum amount $ 50.0

23 unchanged sentences

Discovery was completed in the third quarter of 2019.

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

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 ten 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 ten years .

Upon approval of the settlement, we paid $ 5.0 million to the aforementioned trust in September 2017 and recognized a gain of $ 5.5 million to arrive at the-then net present value of $ 12.5 million.

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

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

As of March 31, 2021, $ 2.0 million was recorded in other current liabilities and $ 7.7 million was recorded in other liabilities.

CENTURY ALUMINUM COMPANY

5 unchanged sentences

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

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

We did no t make any contributions for the three month periods ended March 31, 2021, and 2020.

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 Recover Plan.

The deadline to respond to the complaint has been postponed by all parties until May 27, 2021.

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.

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

Holly on 60 days’ notice.

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

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

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

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

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

CASC has a power supply agreement with Santee Cooper that has an effective term beginning April 1, 2021 and runs through December 2023.

Under this power supply agreement, 100 % of Mt.

Holly’s electrical power requirements are supplied from Santee Cooper’s generation at cost of service based rates.

The contract is expected to provide sufficient energy to allow Mt.

Holly to increase its production to 75 % of 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.

5 unchanged sentences

The first phase of power under the OR purchase agreement (approximately 47.5 MW) became available in the fourth quarter of 2011 and is currently being utilized at Grundartangi.

The agreement contains certain conditions to OR’s obligations with respect to the remaining phases and OR has alleged that certain of these conditions have not been satisfied.

The agreement also contains certain conditions to OR’s obligations with respect to the remaining phases and OR has alleged that certain of these conditions have not been satisfied.

Other Commitments and Contingencies

3 unchanged sentences

This agreement is effective through December 31, 2024.

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

100 % of Vlissingen's work force 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.

based work force is represented by USW.

The labor agreement for Hawesville employees is effective through April 1, 2021.

On April 16, 2021, a new labor agreement for Hawesville employees was reached, running through April 1, 2026.

Refer to Note 14.

Subse quent Events for further detail.

Century Sebree's labor agreement with the USW for its employees is effective through October 28, 2023.

5 unchanged sentences

Components of AOCL:

September 30, 2020

March 31, 2021

December 31, 2020

8 unchanged sentences

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

September 30, 2020

March 31, 2021

December 31, 2020

3 unchanged sentences

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

Balance, July 1, 2020

Balance, January 1, 2021

$ ( 120.6 ) $ 1.8 $ ( 118.8 )

Net amount reclassified to net income (loss) 1.3 0.0 1.3

Balance, September 30, 2020

Balance, March 31, 2021

$ ( 119.3 ) $ 1.8 $ ( 117.5 )

Balance, July 1, 2019

Balance, January 1, 2020

$ ( 111.7 ) $ 1.9 $ ( 109.8 )

Net amount reclassified to net income 1.4 0.0 1.4

Balance, September 30, 2019

$ ( 100.0 ) $ 2.0 $ ( 98.0 )

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

Net amount reclassified to net loss 3.4 ( 0.1 ) 3.3

Balance, September 30, 2020

$ ( 108.3 ) $ 1.8 $ ( 106.5 )

Balance, December 31, 2018

$ ( 100.7 ) $ 2.0 $ ( 98.7 )

Impact of ASU 2018-02 (1)

( 1.3 ) — ( 1.3 )

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

Balance, September 30, 2019

Balance, March 31, 2020

$ ( 110.3 ) $ 1.9 $ ( 108.4 )

(1) ASU 2018-02.

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

CENTURY ALUMINUM COMPANY

Condensed Notes to the Consolidated Financial Statements (continued)

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

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

Three months ended September 30,

Nine months ended September 30,

Three months ended March 31,

AOCL Components Location 2021

7 unchanged sentences

Net of tax $ 0.0 $ 0.0

CENTURY ALUMINUM COMPANY

Condensed Notes to the Consolidated Financial Statements (continued)

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

Components of Net Periodic Benefit Cost

Pension Benefits

Three months ended September 30,

Nine months ended September 30,

Three months ended March 31,

Service cost $ 1.4 $ 1.3

5 unchanged sentences

Other Postretirement Benefits ("OPEB")

Three months ended September 30,

Nine months ended September 30,

Three months ended March 31,

Service cost $ 0.1 $ 0.1

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Net periodic benefit cost $ 0.5 $ 1.1

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

As of March 31, 2021, we had an open position of 175,716 tonnes related to LME forward financial sales contracts to fix the forward LME aluminum price.

These contracts are expected to settle monthly through December 2024.

1 unchanged sentence

These contracts are expected to settle through December 2022.

We have also entered into LME and MWP financial

CENTURY ALUMINUM COMPANY

Condensed Notes to the Consolidated Financial Statements (continued)

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

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

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

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

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

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

We have 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 March 31, 2021, we had 16,482 tonnes related to fixed for floating swaps that will settle at various dates through March 2022.

We previously 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").

As of March 31, 2021, the NYMEX Henry Hub natural gas swaps had fully matured.

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

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

As of March 31, 2021, we had an open position of 1,815,075 MWh related to the Nord Pool power price swaps.

The Nord Pool power price swaps are expected to settle monthly through December 2023.

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

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

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

As of March 31, 2021, we had an open position related to the FX swaps of € 42.2 million that will settle monthly through December 2023.

CENTURY ALUMINUM COMPANY

Condensed Notes to the Consolidated Financial Statements (continued)

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

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 March 31, 2021 and December 31, 2020, respectively:

Asset Fair Value

September 30, 2020

March 31, 2021

December 31, 2020

4 unchanged sentences

Liability Fair Value

September 30, 2020

March 31, 2021

December 31, 2020

Commodity contracts (1)

$ 110.5 $ 16.7

Foreign exchange contracts (2)

Total $ 111.0 $ 16.7

(1) Commodity contracts reflect our outstanding LME forward financial sales contracts, MWP forward financial sales contracts, Hawesville L4 power price swaps, fixed for floating swaps, and Nord Pool power price swaps.

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

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

At March 31, 2021, $ 22.3 million of Due to affiliates and $ 6.5 million of Due to affiliates - less current portion was related to commodity contract liabilities with Glencore.

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 was related to commodity contract assets and liabilities with Glencore.

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

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

Three months ended September 30,

Nine months ended September 30,

Three months ended March 31,

Commodity contracts (1)

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Total $ ( 98.1 ) $ 3.8

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

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

CENTURY ALUMINUM COMPANY

Condensed Notes to the Consolidated Financial Statements (continued)

(amounts in millions)

Condensed Consolidating Financial Information

The Company has filed a Registration Statement on Form S-3 (the "Universal Shelf Registration Statement") with the Securities and Exchange Commission pursuant to which the Company may, from time to time, offer an indeterminate amount of securities, which may include securities that are guaranteed by certain of the Company's subsidiaries.

The condensed consolidated financial information below is presented herein pursuant to the Universal Shelf Registration Statement.

We have not issued any debt securities pursuant to the Universal Shelf Registration Statement.

"Guarantor Subsidiaries" refers to all of our material domestic subsidiaries except for Nordural US LLC, Century Aluminum Development LLC and Century Aluminum of West Virginia, Inc.

The Guarantor Subsidiaries are 100 % owned by Century.

All guarantees will be full and unconditional;

all guarantees will be joint and several.

Our foreign subsidiaries, together with Nordural US LLC, Century Aluminum Development LLC and Century Aluminum of West Virginia, Inc., are collectively referred to as the “Non-Guarantor Subsidiaries”.

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

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

CENTURY ALUMINUM COMPANY

Condensed Notes to the Consolidated Financial Statements (continued)

(amounts in millions)

Condensed Consolidating Statements of Comprehensive Income (Loss)

For the three months ended September 30, 2020

The Company Combined Guarantor Subsidiaries Combined

Non-Guarantor Subsidiaries Consolidating Adjustments Total Consolidated

Related parties $ — $ 116.4 $ 119.4 $ — $ 235.8

Other customers — 125.7 31.4 — 157.1

Total net sales — 242.1 150.8 — 392.9

Cost of goods sold — 273.3 146.7 — 420.0

Gross profit (loss) — ( 31.2 ) 4.1 — ( 27.1 )

Selling, general and administrative expenses 10.6 — 0.4 — 11.0

Other operating (income) expense - net — — ( 0.2 ) — ( 0.2 )

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

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

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

Intercompany interest 8.1 2.8 ( 10.9 ) — —

Interest income — — 0.1 — 0.1

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

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

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

Income (loss) before income taxes and equity in earnings of joint ventures ( 22.5 ) ( 28.2 ) ( 7.2 ) — ( 57.9 )

Income tax benefit (expense) 0.0 — ( 0.3 ) — ( 0.3 )

Income (loss) before equity in earnings of joint ventures ( 22.5 ) ( 28.2 ) ( 7.5 ) — ( 58.2 )

Equity in earnings (loss) of joint ventures ( 35.7 ) 0.8 — 34.9 —

Net income (loss) ( 58.2 ) ( 27.4 ) ( 7.5 ) 34.9 ( 58.2 )

Other comprehensive income before income tax effect 1.3 0.8 0.4 ( 1.2 ) 1.3

Income tax effect ( 0.2 ) — — — ( 0.2 )

Other comprehensive income 1.1 0.8 0.4 ( 1.2 ) 1.1

Total comprehensive income (loss) $ ( 57.1 ) $ ( 26.6 ) $ ( 7.1 ) $ 33.7 $ ( 57.1 )

CENTURY ALUMINUM COMPANY

Condensed Notes to the Consolidated Financial Statements (continued)

(amounts in millions)

Condensed Consolidating Statements of Comprehensive Income (Loss)

For the three months ended September 30, 2019

The Company Combined Guarantor Subsidiaries Combined

Non-Guarantor Subsidiaries Consolidating Adjustments Total Consolidated

Related parties $ — $ 132.9 $ 149.4 $ — $ 282.3

Other customers — 144.2 11.5 — 155.7

Total net sales — 277.1 160.9 — 438.0

Cost of goods sold — 288.3 163.4 — 451.7

Gross profit (loss) — ( 11.2 ) ( 2.5 ) — ( 13.7 )

Selling, general and administrative expenses 11.3 — 0.3 — 11.6

Other operating (income) expense - net — — ( 0.1 ) — ( 0.1 )

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

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

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

Intercompany interest 8.8 2.6 ( 11.4 ) — —

Interest income 0.1 — 0.1 — 0.2

Net gain (loss) on forward and derivative contracts 10.2 0.3 ( 0.2 ) — 10.3

Other income (expense) - net 0.1 ( 0.1 ) ( 0.9 ) — ( 0.9 )

Income (loss) before income taxes and equity in earnings of joint ventures 2.0 ( 8.8 ) ( 15.2 ) — ( 22.0 )

Income tax (expense) benefit 0.7 — 0.6 — 1.3

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

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

Net income (loss) ( 20.7 ) ( 5.4 ) ( 14.7 ) 20.1 ( 20.7 )

Other comprehensive income (loss) before income tax effect 1.0 0.8 0.5 ( 1.3 ) 1.0

Income tax effect ( 0.3 ) — — — ( 0.3 )

Other comprehensive income 0.7 0.8 0.5 ( 1.3 ) 0.7

Total comprehensive income (loss) $ ( 20.0 ) $ ( 4.6 ) $ ( 14.2 ) $ 18.8 $ ( 20.0 )

CENTURY ALUMINUM COMPANY

Condensed Notes to the Consolidated Financial Statements (continued)

(amounts in millions)

Condensed Consolidating Statements of Comprehensive Income (Loss)

For the nine months ended September 30, 2020

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

Related parties $ — $ 420.5 $ 371.9 $ — $ 792.4

Other customers — 343.5 80.1 — 423.6

Total net sales — 764.0 452.0 — 1,216.0

Cost of goods sold — 820.6 430.7 — 1,251.3

Gross profit (loss) — ( 56.6 ) 21.3 — ( 35.3 )

Selling, general and administrative expenses 30.5 — 1.2 — 31.7

Other operating (income) expense - net — — 0.3 — 0.3

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

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

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

Intercompany interest 24.6 8.2 ( 32.8 ) — —

Interest income 0.3 — 0.3 — 0.6

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

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

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

Income (loss) before income taxes and equity in earnings of joint ventures ( 6.5 ) ( 47.6 ) ( 35.3 ) — ( 89.4 )

Income tax benefit (expense) 1.0 — 0.6 — 1.6

Income (loss) before equity in earnings of joint ventures ( 5.5 ) ( 47.6 ) ( 34.7 ) — ( 87.8 )

Equity in earnings (loss) of joint ventures ( 82.3 ) 3.1 — 79.2 0.0

Net income (loss) ( 87.8 ) ( 44.5 ) ( 34.7 ) 79.2 ( 87.8 )

Other comprehensive income before income tax effect 4.1 2.3 1.3 ( 3.6 ) 4.1

Income tax effect ( 0.8 ) — — — ( 0.8 )

Other comprehensive income 3.3 2.3 1.3 ( 3.6 ) 3.3

Total comprehensive income (loss) $ ( 84.5 ) $ ( 42.2 ) $ ( 33.4 ) $ 75.6 $ ( 84.5 )

CENTURY ALUMINUM COMPANY

Condensed Notes to the Consolidated Financial Statements (continued)

(amounts in millions)

Condensed Consolidating Statements of Comprehensive Income (Loss)

For the nine months ended September 30, 2019

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

Related parties $ — $ 432.8 $ 465.9 $ — $ 898.7

Other customers — 479.1 23.4 — 502.5

Total net sales — 911.9 489.3 — 1,401.2

Cost of goods sold — 921.5 510.3 — 1,431.8

Gross profit (loss) — ( 9.6 ) ( 21.0 ) — ( 30.6 )

Selling, general and administrative expenses 36.9 — 1.3 — 38.2

Other operating (income) expense - net — — 0.4 — 0.4

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

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

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

Intercompany interest 26.2 7.6 ( 33.8 ) — —

Interest income 0.2 — 0.4 — 0.6

Net gain (loss) on forward and derivative contracts 10.3 1.0 ( 0.6 ) — 10.7

Other income (expense) - net 0.9 ( 2.0 ) ( 0.5 ) — ( 1.6 )

Income (loss) before income taxes and equity in earnings of joint ventures ( 16.5 ) ( 4.2 ) ( 57.4 ) — ( 78.1 )

Income tax benefit (expense) 1.6 — 4.1 — 5.7

Income (loss) before equity in earnings of joint ventures ( 14.9 ) ( 4.2 ) ( 53.3 ) — ( 72.4 )

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

Equity in earnings (loss) of joint ventures ( 61.1 ) 3.1 0.7 58.0 0.7

Net income (loss) ( 76.0 ) ( 1.1 ) ( 56.9 ) 58.0 ( 76.0 )

Other comprehensive income before income tax effect 2.8 1.6 2.0 ( 3.6 ) 2.8

Income tax effect ( 0.8 ) — — — ( 0.8 )

Other comprehensive income 2.0 1.6 2.0 ( 3.6 ) 2.0

Total comprehensive income (loss) $ ( 74.0 ) $ 0.5 $ ( 54.9 ) $ 54.4 $ ( 74.0 )

CENTURY ALUMINUM COMPANY

Condensed Notes to the Consolidated Financial Statements (continued)

(amounts in millions)

Condensed Consolidating Balance Sheets

As of September 30, 2020

The Company Combined Guarantor Subsidiaries Combined

Non-Guarantor Subsidiaries Consolidating Adjustments Total Consolidated

Cash & cash equivalents $ 3.1 $ 0.2 $ 78.1 $ — $ 81.4

Restricted cash — 1.8 1.9 — 3.7

Accounts receivable - net 1.7 46.8 2.1 — 50.6

Due from affiliates — 4.5 10.5 — 15.0

Inventories — 178.3 89.2 — 267.5

Derivative Assets 9.8 — 0.8 — 10.6

Prepaid and other current assets 4.1 1.9 8.5 — 14.5

Total current assets 18.7 233.5 191.1 — 443.3

Property, plant and equipment - net 14.8 319.8 565.1 — 899.7

Investment in subsidiaries 533.8 65.9 — ( 599.7 ) —

Due from affiliates - less current portion 768.7 584.5 3.4 ( 1,355.3 ) 1.3

Other assets 38.0 4.2 18.9 — 61.1

TOTAL $ 1,374.0 $ 1,207.9 $ 778.5 $ ( 1,955.0 ) $ 1,405.4

Accounts payable, trade $ 3.2 $ 59.4 $ 23.0 $ — $ 85.6

Due to affiliates 1.6 1.3 — — 2.9

Accrued and other current liabilities 23.8 22.3 23.4 — 69.5

Accrued employee benefits costs 1.9 7.7 0.8 — 10.4

Hawesville term loan - current 20.0 — — — 20.0

U.S revolving credit facility 5.0 — — — 5.0

Industrial revenue bonds — 7.8 — — 7.8

Total current liabilities 55.5 98.5 47.2 — 201.2

Senior notes payable 242.8 — — — 242.8

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

Iceland revolving credit facility — — 45.0 — 45.0

Accrued pension benefits costs - less current portion 23.9 25.4 6.7 — 56.0

Accrued postretirement benefits costs - less current portion 1.0 96.0 1.8 — 98.8

Due to affiliates - long term 439.8 352.1 563.4 ( 1,355.3 ) —

Other liabilities 7.5 24.4 14.3 — 46.2

Leases - right of use liabilities 6.1 0.0 17.3 — 23.4

Deferred taxes — 0.4 94.2 — 94.6

Total noncurrent liabilities 726.1 498.3 742.7 ( 1,355.3 ) 611.8

Preferred stock 0.0 — — — 0.0

Common stock 1.0 — — — 1.0

Other shareholders' equity 591.4 611.1 ( 11.4 ) ( 599.7 ) 591.4

Total shareholders' equity 592.4 611.1 ( 11.4 ) ( 599.7 ) 592.4

TOTAL $ 1,374.0 $ 1,207.9 $ 778.5 $ ( 1,955.0 ) $ 1,405.4

CENTURY ALUMINUM COMPANY

Condensed Notes to the Consolidated Financial Statements (continued)

(amounts in millions)

Condensed Consolidating Balance Sheets

As of December 31, 2019

The Company Combined Guarantor Subsidiaries Combined

Non-Guarantor Subsidiaries Consolidating Adjustments Total Consolidated

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

Restricted cash — 0.8 — — 0.8

Accounts receivable - net 0.7 64.1 5.3 — 70.1

Due from affiliates — 10.9 19.2 — 30.1

Inventories — 205.5 115.1 — 320.6

Derivative Assets 12.2 — 2.4 — 14.6

Prepaid and other current assets 3.0 2.8 6.4 — 12.2

Total current assets 16.2 284.2 186.9 — 487.3

Property, plant and equipment - net 17.2 334.8 597.2 — 949.2

Investment in subsidiaries 609.5 62.7 — ( 672.2 ) —

Due from affiliates - long term 749.5 537.9 5.1 ( 1,292.0 ) 0.5

Other assets 38.1 5.7 18.9 — 62.7

TOTAL $ 1,430.5 $ 1,225.3 $ 808.1 $ ( 1,964.2 ) $ 1,499.7

Accounts payable, trade $ 2.3 $ 66.2 $ 28.6 $ — $ 97.1

Due to affiliates — 2.2 30.7 — 32.9

Accrued and other current liabilities 23.5 27.3 14.7 — 65.5

Accrued employee benefits costs 1.9 7.7 0.8 — 10.4

Hawesville term loan 20.0 — — — 20.0

Industrial revenue bonds — 7.8 — — 7.8

Total current liabilities 47.7 111.2 74.8 — 233.7

Senior notes payable 249.2 — — — 249.2

Hawesville term loan - less current portion 20.0 — — — 20.0

Accrued pension benefits costs - less current portion 25.1 27.3 8.4 — 60.8

Accrued postretirement benefits costs - less current portion 1.1 97.8 1.8 — 100.7

Leases - right of use liabilities 5.5 0.4 16.9 — 22.8

Other liabilities 3.5 22.2 16.7 — 42.4

Due to affiliates - long term 403.4 315.9 572.7 ( 1,292.0 ) —

Deferred taxes — 0.4 94.7 — 95.1

Total noncurrent liabilities 707.8 464.0 711.2 ( 1,292.0 ) 591.0

Preferred stock 0.0 — — — 0.0

Common stock 1.0 0.0 0.1 ( 0.1 ) 1.0

Other shareholders' equity 674.0 650.1 22.0 ( 672.1 ) 674.0

Total shareholders' equity 675.0 650.1 22.1 ( 672.2 ) 675.0

TOTAL $ 1,430.5 $ 1,225.3 $ 808.1 $ ( 1,964.2 ) $ 1,499.7

CENTURY ALUMINUM COMPANY

Condensed Notes to the Consolidated Financial Statements (continued)

(amounts in millions)

Condensed Consolidating Statements of Cash Flows

For the nine months ended September 30, 2020

The Company Combined Guarantor Subsidiaries Combined

Non-Guarantor Subsidiaries Consolidating Adjustments Total Consolidated

Net cash provided by (used in) operating activities $ ( 26.1 ) $ 21.3 $ 38.1 $ — $ 33.3

Purchase of property, plant and equipment ( 0.8 ) ( 9.3 ) ( 1.4 ) — ( 11.5 )

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

Intercompany transactions 14.9 ( 38.3 ) 1.8 21.6 —

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

Repayment of debt

( 250.0 ) — — — ( 250.0 )

Proceeds from issuance of debt

243.8 — — — 243.8

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

Borrowings under revolving credit facilities 128.6 — 45.0 — 173.6

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

Debt issuance costs

( 1.1 ) — — — ( 1.1 )

Debt retirement costs

( 0.2 ) — — — ( 0.2 )

Intercompany transactions 36.3 27.4 ( 42.1 ) ( 21.6 ) —

Net cash provided by (used in) financing activities 14.8 27.4 2.9 ( 21.6 ) 23.5

CHANGE IN CASH, CASH EQUIVALENTS AND RESTRICTED CASH 2.8 1.1 41.5 — 45.4

Cash, cash equivalents and restricted cash, beginning of period 0.3 0.9 38.5 — 39.7

Cash, cash equivalents and restricted cash, end of period $ 3.1 $ 2.0 $ 80.0 $ — $ 85.1

CENTURY ALUMINUM COMPANY

Condensed Notes to the Consolidated Financial Statements (continued)

(amounts in millions)

Condensed Consolidating Statements of Cash Flows

For the nine months ended September 30, 2019

The Company Combined Guarantor Subsidiaries Combined

Non-Guarantor Subsidiaries Consolidating Adjustments Total Consolidated

Net cash provided by (used in) operating activities $ ( 57.1 ) $ 45.0 $ 7.7 $ — $ ( 4.4 )

Purchase of property, plant and equipment ( 0.6 ) ( 26.4 ) ( 12.9 ) — ( 39.9 )

Proceeds from sale of joint venture — — 10.5 — 10.5

Intercompany transactions ( 9.3 ) ( 52.6 ) 2.0 59.9 —

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

Borrowing under Hawesville term loan 40.0 — — — 40.0

Borrowings under revolving credit facilities 295.1 — 19.5 — 314.6

Repayments under revolving credit facilities ( 318.0 ) — ( 19.5 ) — ( 337.5 )

Other short term borrowings 3.4 — — — 3.4

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

Issuance of common stock 0.3 — — — 0.3

Intercompany transactions 51.0 34.0 ( 25.1 ) ( 59.9 ) —

Net cash provided by (used in) financing activities 68.4 34.0 ( 25.1 ) ( 59.9 ) 17.4

CHANGE IN CASH, CASH EQUIVALENTS AND RESTRICTED CASH 1.4 — ( 17.8 ) — ( 16.4 )

Cash, cash equivalents and restricted cash, beginning of period 0.1 0.8 38.8 — 39.7

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

(1) For the three months ended March 31, 2021 and 2020, $( 20.3 ) million and $ 12.6 million of the net (loss) gain, respectively, was with Glencore.

CENTURY ALUMINUM COMPANY

Condensed Notes to the Consolidated Financial Statements (continued)

(amounts in millions)

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

Subsequent Events

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

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

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

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

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

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

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

On April 9, 2021, we completed our private offering of $ 86.3 million aggregate principal amount of the Convertible Notes.

The Convertible Notes are Century’s senior unsecured obligations and rank senior in right of payment to any of Century’s indebtedness that is expressly subordinated in right of payment to the Convertible Notes;

equal in right of payment to any of Century’s unsecured indebtedness that is not so subordinated;

effectively junior in right of payment to any of Century’s senior, secured indebtedness to the extent of the value of the assets securing such indebtedness;

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

On April 14, 2021, we completed our offering of $ 250.0 million aggregate principal amount of the 2028 Notes.

The 2028 Notes bear interest semi-annually in arrears on each April 1 and October 1 of each year, beginning on October 1, 2021, at a rate of 7.5 % per year.

Concurrently with the closing of the issuance of the 2028 Notes, on April 14, 2021, we accepted for purchase and purchased $ 195.9 million in aggregate principal amount of the 2025 Notes pursuant to a tender offer commenced in connection with the offering;

and we notified the holders of all outstanding 2025 Notes that were not purchased in the tender offer of our election to redeem all such remaining 2025 Notes on May 14, 2021, and deposited with the trustee under the indenture governing the 2025 Notes an amount sufficient to fund the full redemption of the remaining 2025 Notes and discharge our obligations with respect thereto.

We applied a portion of net proceeds from the offering of the 2028 Notes described above toward payment of the total consideration amount to holders whose 2025 Notes were accepted and purchased in the tender offer and the remaining proceeds from the issuance of the 2028 Notes and a portion of the net proceeds from the Convertible Notes will be used to fund the redemption of any remaining 2025 Notes, which will be redeemed on May 14, 2021.

The remaining proceeds from the Convertible Notes offering were used to repay borrowings under our revolving credit facilities and to pay for the cost of the capped call transactions in connection with the issuance of the Convertible Notes.

Based on the characteristics of the 2025 Notes and the 2028 Notes that were issued, the tender and redemption of the 2025 Notes would be accounted for as an extinguishment of the debt.

Accordingly, we expect to record a loss on early extinguishment of debt in the second quarter of 2021, consisting of the write-off of deferred financing costs of $ 4.4 million and the debt discount of $ 2.2 million associated with the 2025 Notes, as well as the tender fees, including a tender premium of $ 14.6 million, paid as part of the tender offer.

On April 16, 2021, a new, five-year collective bargaining agreement was ratified by the United Steelworkers Local 9423 for the Company's Hawesville, Kentucky smelter.

The agreement will run through April 1, 2026.

FORWARD-LOOKING STATEMENTS

6 unchanged sentences

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

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

• The impact of the ongoing COVID-19 pandemic and governmental guidance and regulations aimed at addressing the pandemic, including any possible impact on our business, operations, financial condition, results of operation, global supply chains or workforce;

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

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

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

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

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

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

• Our plans and expectations with respect to future operations, including any plans and expectations to curtail or restart production, including the expected impact of any such actions on our future financial and operating performance;

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

Holly smelter, including our expectations as to the restart of curtailed production at Mt.

Holly, including the timing, costs and benefits associated with this restart project;

• Our expectations with respect to the anticipated impact of Hawesville equipment issues on shipment volumes, as well as the anticipated timing and anticipated costs of returning Hawesville to 80% of operating capacity;

• Our plans with regards to future operations of our Hawesville smelter, including our expectations as to the restart of curtailed production at Hawesville and bringing the smelter back to full production and expectations as to the timing, costs and benefits associated with this restart project;

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

15 unchanged sentences

Although we have attempted to identify those material factors that could cause actual results or events to differ from those described in such forward-looking statements, there may be other factors that could cause actual results or events to differ from those anticipated, estimated or intended.

Many of these factors are beyond our ability to control or predict.

Many of these factors are beyond our ability to control

Given these uncertainties, the reader is cautioned not to place undue reliance on our forward-looking statements.

1 unchanged sentence

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

What changed 10-Q

Item 1. Financial Statements