What changed in this filing

/stocks — the workspaceLOADING

Item 8. Financial Statements and Supplementary Data

2022-02-25 compared with 2021-03-04 · 402 added, 627 removed, 1198 unchanged (46% of the section changed)

1 unchanged sentence

INDEX TO FINANCIAL STATEMENTS

Reports of Independent Registered Public Accounting Firm 40

Reports of Independent Registered Public Accounting Firm (PCAOB ID No.

Consolidated Statements of Operations for the Years Ended December 31, 2021, 2020 and 2019 47

9 unchanged sentences

In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2021 and 2020, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2021, 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, 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.

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, 2021, 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 25, 2022, expressed an unqualified opinion on the Company's internal control over financial reporting.

Basis for Opinion

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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 Matters

The critical audit matters communicated below are matters arising from the current-period audit of the financial statements that were communicated or required to be communicated to the audit committee and that (1) relate 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 matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.

Convertible Debt — Refer to Note 6 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.

In April 2021, the Company issued $86.3 million of 2.75% Convertible Notes (the “Convertible Notes”).

In accounting for the issuance of the Convertible Notes, management recorded the proceeds as a liability in accordance with the guidance set forth in Accounting Standards Update 2020-06- Debt-Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging- Contracts in Entity’s Own Equity (Subtopic 815-40) .

The Convertible Notes include a conversion option and other redemption features that require the Company to determine whether those features represent derivatives and require those features to be accounted for separately from the Convertible Notes.

Auditing the Company’s accounting assessment required a high degree of auditor judgement and audit effort due to the inherent complexity, including the need to involve professionals in our firm having expertise in the evaluation of such financial instruments.

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

Our audit procedures related to the Company’s accounting assessment of the conversion option and other redemption features included the following, among others:

• We tested the operating effectiveness of internal controls over management’s analysis of the Convertible Notes and related conversion option and other redemption features and the accounting conclusions reached.

• We read the convertible notes agreement and applicable side letters and inquired with management to obtain an understanding of the terms and provisions.

• We involved professionals with specialized skill and knowledge to assist in evaluating the appropriateness of the accounting analysis and conclusions reached.

We utilized these professionals to assist in evaluating management’s accounting conclusions.

Uncertain Tax Positions — Refer to Note 14 to the financial statements

Critical Audit Matter Description

The Company is subject to income taxes in the U.S.

and certain foreign jurisdictions and, as discussed in Note 14 to the consolidated financial statements, there are tax positions for which the ultimate tax determination is uncertain.

As a result, significant judgment is required in evaluating the Company’s tax positions and determining its provision for income taxes.

The Company uses significant judgment in (1) determining whether a tax position’s technical merits are more likely than not to be sustained upon examination, including resolution of the related appeals or litigation processes and (2) measuring the amount of tax benefit that represents the largest amount of benefit more likely than not of being realized upon settlement with a taxing authority with full knowledge of all relevant information.

During the year ended December 31, 2021, the Company recognized tax benefits of $49.8 million related to deductible costs for its historical investment in its wholly owned subsidiary Nordural Helguvik ehf (“Helguvik”) and has concluded the position was more likely than not to be sustained upon examination.

How the Critical Audit Matter Was Addressed in the Audit

Our audit procedures related to the evaluation of the conclusion that the Helguvik tax benefit met the more likely than not recognition standard included the following:

• We tested the operating effectiveness of internal controls over the Company’s income tax provision, including controls related to the Company’s evaluation of uncertain tax positions.

• We inspected relevant documentation from management and the Company’s external tax specialists related to the Helguvik uncertain tax position.

• We involved tax professionals with specialized skills and knowledge, who assisted in evaluating the Company’s interpretation and application of relevant tax laws and regulations related to the tax position and measurement of such position, including whether or not the Helguvik tax benefit was more likely than not to be sustained.

/s/ Deloitte & Touche LLP

Chicago, Illinois

March 4, 2021

February 25, 2022

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

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In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2021, 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, 2020, of the Company and our report dated March 4, 2021, 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, 2021, of the Company and our report dated February 25, 2022, expressed an unqualified opinion on those financial statements.

Basis for Opinion

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Chicago, Illinois

March 4, 2021

February 25, 2022

CENTURY ALUMINUM COMPANY

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Selling, general and administrative expenses 57.6 43.5 47.4

Helguvik (gains) losses — — ( 4.5 )

Other operating expense - net 0.6 0.5 0.8

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Income (loss) before income taxes and equity in earnings of joint ventures ( 197.6 ) ( 126.3 ) ( 85.5 )

( 126.3 ) ( 85.5 ) ( 70.6 )

Income tax benefit (expense) 30.6 3.1 8.4

Income (loss) before equity in earnings of joint ventures ( 167.0 ) ( 123.2 ) ( 77.1 )

( 123.2 ) ( 77.1 ) ( 70.4 )

Loss on sale of BHH — — ( 4.3 )

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Net gain (loss) arising during the period 31.6 ( 13.4 ) ( 12.7 )

Prior service benefit (cost) arising during the period — — ( 0.6 )

Amortization of prior service benefit (cost) during the period ( 3.1 ) ( 3.0 ) ( 4.8 )

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Accrued and other current liabilities 62.7 54.5

Derivative liabilities 102.1 4.9

Accrued employee benefits costs 8.9 10.3

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revolving credit facility 63.6 —

Iceland revolving credit facility 50.0 —

Industrial revenue bonds 7.8 7.8

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Senior notes payable 245.8 243.1

Hawesville term loan - less current portion — 20.0

Iceland revolving credit facility 45.0 —

Convertible senior notes payable 84.0 —

Iceland revolving credit facility - less current portion — 45.0

Accrued pension benefits costs - less current portion 28.6 65.2

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

Net income – 2018 — — — — — ( 66.2 ) ( 66.2 )

Other comprehensive income — — — — ( 7.0 ) — ( 7.0 )

Share-based compensation — 0.1 5.6 — — — 5.7

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

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 *

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Share-based compensation — 0.0 3.5 — — — 3.5

— 0.0 3.5 — — — 3.5

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

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

Net income (loss) — — — — — ( 167.1 ) ( 167.1 )

Other comprehensive income (loss) — — — — 36.5 — 36.5

Share-based compensation — 0.0 10.1 — — — 10.1

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

Capped call premiums — — ( 4.6 ) — — — ( 4.6 )

Balance, December 31, 2021 $ 0.0 $ 1.0 $ 2,535.5 $ ( 86.3 ) ( 82.3 ) $ ( 1,946.9 ) $ 421.0

* ASU 2018-02.

See Note 14 .

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

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Depreciation and amortization 82.6 83.0 83.2

Helguvik (gains) losses — — ( 4.5 )

Change in deferred tax benefit ( 30.6 ) — —

Net loss on sale of BHH — — 4.3

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Other - net 1.8 2.4 ( 1.0 )

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

Net cash (used in) provided by operating activities ( 64.7 ) 42.9 17.7

CASH FLOWS FROM INVESTING ACTIVITIES:

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CASH FLOWS FROM FINANCING ACTIVITIES:

Repayment of debt ( 250.0 ) — —

Proceeds from issuance of debt 243.8 — —

Repayment of Senior Notes due 2021 — ( 250.0 ) —

Proceeds from issuance of Senior Notes due 2025 — 243.8 —

Repayment of Senior Notes due 2025 ( 250.0 ) — —

Early redemption and tender premiums paid ( 18.1 ) — —

Proceeds from issuance of Senior Notes due 2028 250.0 — —

Proceeds from issuance of Convertible Senior Notes 86.3 — —

Borrowings under Hawesville term loan — — 40.0

Repayments under Hawesville Term Loan ( 20.0 ) ( 20.0 ) —

Borrowings under revolving credit facilities 978.8 258.9 388.1

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Debt issuance cost ( 7.4 ) ( 1.1 ) —

Debt retirement costs ( 0.2 ) — —

Debt retirement cost — ( 0.2 ) —

Other short-term borrowings — — 3.4

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

Borrowing under Hawesville term loan — 40.0 —

Repayments under Hawesville term loan ( 20.0 ) — —

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

Purchase of capped calls related to Convertible Senior Notes ( 5.7 ) — —

Issuance of common stock — — 0.3

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Capital expenditures 7.1 0.9 3.0

Capitalized interest 1.6 — —

See notes to consolidated financial statements .

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CASC operates a primary aluminum reduction facility in Goose Creek, South Carolina ("Mt.

Nordural Helguvik ehf, a subsidiary of Nordural, owns a greenfield primary aluminum project in Helguvik, Iceland ("Helguvik" or the "Helguvik project"), construction of which is currently curtailed.

In addition to our primary aluminum assets, our subsidiary, Century Aluminum Vlissingen B.V., owns and operates a carbon anode production facility located in Vlissingen, the Netherlands ("Vlissingen").

Carbon anodes are used in the production of primary aluminum and Vlissingen currently supply carbon anodes to Grundartangi.

Carbon anodes are used in the production of primary aluminum and Vlissingen currently supplies carbon anodes to Grundartangi.

As of December 31, 2021, Glencore owns 42.9 % of Century’s outstanding common stock ( 46.4 % 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 full description of our outstanding Series A Convertible Preferred Stock.

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.

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 raw materials, tolling agreements as well as forward financial contracts and borrowing and other debt transactions.

Related Party Transactions .

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Machinery and equipment 5 to 35 years

Technology and software 3 to 7 years

CENTURY ALUMINUM COMPANY

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

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.

During 2021, we continued our efforts to restart the curtailed capacity at our Hawesville facility.

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.

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

During 2021, we initiated efforts to restart the curtailed capacity at our Mt.

Holly facility.

Restart work at the Mt.

Holly smelter is progressing and is expected to be completed in the second quarter of 2022, subject to market conditions.

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.

26 unchanged sentences

(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.

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

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

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Foreign Currency – We are exposed to foreign currency risk due to fluctuations in the value of the U.S.

dollar as compared to the Euro and the Icelandic krona ("ISK").

dollar as compared to the Euro and the Icelandic krona ("ISK"), and the Chinese renminbi.

Grundartangi and Vlissingen use the U.S.

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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.

Earnings per share — Basic earnings (loss) per share ("EPS") amounts are calculated by dividing earnings (loss) available to common stockholders by the weighted average number of common shares outstanding.

Diluted EPS amounts assume the issuance of common stock for all potentially dilutive common shares outstanding.

Because our capital structure consists of common stock and participating convertible preferred stock, we use the two-class method to calculate basic EPS, and incorporate the use of such method to determine diluted EPS.

Under the two-class method, net income is allocated between shares of common stock and other participating securities based on their participating rights.

Net loss is not allocated to other participating securities if they are not obligated to share in the losses based on their contractual terms.

Diluted earnings per share is calculated by dividing net income attributable to common shareholders by the weighted average number of common and dilutive common equivalent shares outstanding during the period.

Common equivalent shares are not included in the denominator of the diluted loss per share calculation when inclusion of such shares would be anti-dilutive.

The dilutive effect to earnings per share is determined using the "if converted" method whereby, if the conversion of the convertible notes would be dilutive, interest expense on the outstanding notes is added back to the diluted earnings numerator and all of the potentially dilutive shares are included in the diluted common shares outstanding denominator for the computation of diluted earnings per share.

Our Series A Convertible Preferred Stock is a non-cumulative perpetual participating convertible preferred stock with no set dividend preferences.

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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.

CENTURY ALUMINUM COMPANY

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

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

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.

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We have not issued any stock options since 2009.

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.

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 7.

Management's Discussion and Analysis of Financial Condition and Results of Operations .

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

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

Sales to Glencore

For the year ended December 31, 2020, we derived approximately 64 % of our consolidated sales from Glencore.

For the years ended December 31, 2021, 2020 and 2019 we derived approximately 60 %, 64 % and 65 % of our consolidated sales from Glencore, respectively.

Glencore purchases aluminum produced at our U.S.

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

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.

CENTURY ALUMINUM COMPANY

1 unchanged sentence

(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.

For the years ended December 31, 2021, 2020 and 2019 we recorded $ 18.3 million, $ 17.9 million, and $ 28.7 million o f revenue related to alumina sales to Glencore, respectively.

Purchases from Glencore

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.

Alumina purchases from Glencore during 2021 were priced based on published alumina and aluminum indices as well as fixed prices.

Glencore Agreement Settlement

In July 2021, we reached a full and final legal settlement agreement with Glencore resolving a dispute related to alumina purchases and, accordingly, recorded a $ 4.0 million settlement loss to Cost of goods sold.

This amount was paid during the fourth quarter.

Financial contracts with Glencore

We have certain financial contracts with Glencore.

See Note 1 8 .

Derivatives regarding these forward financial sales contracts.

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

The Hawesville Term Loan has been fully repaid as of December 31, 2021.

A summary of the aforementioned significant related party transactions for the years ended December 31, 2021, 2020 and 2019 is as follows:

3 unchanged sentences

Purchases from Glencore (2)

334.6 197.6 323.9

Purchases from BHH (1)

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Purchases represented herein were prior to the divestiture of our interest in BHH in May 2019.

(2) Includes settlements of financial contract positions.

CENTURY ALUMINUM COMPANY

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ROUL - non-current (3)

$ 24.3 $ 22.8

Total ROUL $ 24.5 $ 25.9

1 unchanged sentence

(2) ROUL - current was recorded as part of Accrued and other current liabilities within Current liabilities at December 31, 2021 and 2020.

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

(3) ROUL - non-current was recorded as part of Leases - Right of use liabilities within Non-current liabilities at December 31, 2021 and 2020.

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

Year As of December 31, 2020

Year December 31, 2021

Thereafter 25.1

1 unchanged sentence

During 2021 and 2020, we entered into new lease obligations, which resulted in $ 2.3 million and $ 1.2 million of additional right of use assets.

Total operating expense includes the following (in millions):

CENTURY ALUMINUM COMPANY

1 unchanged sentence

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

Total operating expense includes the following (in millions):

December 31, 2021 December 31, 2020

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Trust assets (1)

Surety bonds (3)

Derivative instruments — 12.1 3.0 15.1

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

(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:

1 unchanged sentence

Asset / Liability Valuation Techniques Inputs

LME forward financial sales contracts

Discounted cash flows Quoted LME forward market

MWP forward financial sales contracts

Discounted cash flows Quoted MWP forward market

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

Midwest Premium ("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

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

Indiana Hub power price swaps Discounted cash flows Quoted Indiana Hub forward market

FX swaps Discounted cash flows Euro/USD forward exchange rate

4 unchanged sentences

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)

As of December 31, 2021

As of December 31, 2020

Asset / Liability Valuation Technique Observable Inputs Significant Unobservable Input Fair Value Value/Range of Unobservable Input Fair Value Value/Range of Unobservable Input

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

$ ( 5.1 ) 8.58 % $ 2.9 10.00 %

FX Swaps Discounted cash flows Euro/USD forward exchange rate Discount rate net (1)

$ ( 0.2 ) 8.58 % $ 0.1 10.00 %

Nord Pool Swaps Discounted cash flows Quoted Nord Pool forward market Discount rate net (1)

$ 0.2 8.58 % $ — N/A

Contingent Obligation Discounted cash flows Quoted LME forward market Expected monthly Hawesville production level (2)

$ — 14,000 - 15,000 MT/month

(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.

(2) Represents management's estimate of expected monthly Hawesville production levels 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.

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

For the twelve months ended December 31, 2021

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

Nord Pool LME forward financial sales contracts FX Swaps

Balance as of January 1, 2021

$ — $ 2.9 $ 0.1

Total realized/unrealized gains (losses)

Included in net income (loss) (1)

Included in Net Income (1)

— ( 28.7 ) ( 0.6 )

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Transfers into Level 3 (2)

1.7 ( 1.0 ) ( 0.4 )

Transfers out of Level 3 (3)

( 1.5 ) 21.7 0.7

Balance as of December 31, 2021

$ 0.2 $ ( 5.1 ) $ ( 0.2 )

Change in unrealized gains (losses) (1)

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(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

For the twelve months ended December 31, 2020

Level 3 Assets Level 3 Liabilities

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)

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Purchases — — —

Sales — — — — —

Settlements — — 2.8

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, 2020

$ 2.9 $ 0.1 $ —

Change in unrealized gains (losses) (1)

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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)

Revolving Credit Facility (3)

Iceland Revolving Credit Facility (4)

Debt classified as non-current liabilities:

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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

7.5 % senior secured notes due April 1, 2028, net of financing fees of $ 4.2 million at December 31, 2021, interest payable semiannually

2.75 % convertible senior notes due May 1, 2028, net of financing fees of $ 2.3 million at December 31, 2021, interest payable semiannually

Total $ 451.2 $ 315.9

(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, 2021, we have made $ 40.0 million of principal payments and $ 4.6 million of interest payments.

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

The interest rate at December 31, 2021 was 4.0 %.

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

The interest rate at December 31, 2021 was 3.054 %.

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.

The classification of our Iceland Revolving Credit Facility balance reflects our anticipated payment timeframe.

7.5 % Senior Secured Notes due 2028

On April 14, 2021, we issued $ 250.0 million in aggregate principal amount of 7.5 % senior secured notes due 2028 (the "2028 Notes").

We received proceeds of $ 245.2 million, after 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.

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.

The 2028 Notes mature on April 1, 2028.

The 2028 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 collateral.

Our obligations under the 2028 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 2028 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)

(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 2028 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 2028 Notes.

The collateral agent for the 2028 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 2028 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:

Prior to April 1, 2024, we may redeem the 2028 Notes, in whole or in part, at a redemption price equal to 100.00 % of the principal amount plus a make-whole premium and accrued and unpaid interest, and if redeemed during the twelve-month period beginning on April 1 of the years indicated below, at the following redemption prices plus accrued and unpaid interest:

Year Percentage

2024 103.750 %

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.

2025 101.875 %

2026 and Thereafter 100.000 %

Upon a change of control (as defined in the indenture governing the 2028 Notes), we will be required to make an offer to purchase the 2028 Notes at a purchase price equal to 101 % of the outstanding principal amount of the 2028 Notes on the date of the purchase, plus accrued and unpaid interest to, but not including, the date of purchase.

The indenture governing the 2028 Notes contains customary covenants which may limit our ability, and the ability of certain of our subsidiaries, to:

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and (ix) effect a consolidation or merger.

As of December 31, 2021, the total estimated fair value of the 2028 Notes was $ 264.7 million.

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.

12.0 % 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.

In April 2021, we commenced a tender offer to the holders of the outstanding 12.0 % senior secured notes due July 2025 (the "2025 Notes") and notified all such holders of our election to redeem all 2025 Notes not purchased in our tender offer on May 14, 2021.

We received tenders for approximately $ 195.9 million in aggregate principal amount of the 2025 Notes and the remaining 2025 Notes were redeemed on May 14, 2021 at a redemption price of 107 % 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 2025 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.

We applied net proceeds from the offering of the 2028 Notes described above, together with a portion of the net proceeds from the Convertible Notes offering described below, toward payment of the total consideration amount to holders whose 2025 Notes were accepted and purchased in the tender offer and to fund the redemption of any remaining 2025 Notes.

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

Accordingly, we have recorded a $ 24.7 million loss on early extinguishment of debt, consisting of early redemption and tender premiums of $ 18.1 million, write-off of deferred financing costs and the debt discount associated with the 2025 Notes of $ 4.4 million and $ 2.2 million, respectively.

Convertible Notes due 2028

CENTURY ALUMINUM COMPANY

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(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.

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.

We received proce eds of $ 83.7 million, a fter payment of certain financing fees and related expenses.

The initial conversion rate for the Convertible Notes is 53.3547 shares of the Company's common stock per $1,000 principal amount of Convertible Notes, which is equivalent to an initial conversion price of approximately $ 18.74 per share of the Company's common stock.

The conversion rate and conversion price are subject to customary adjustments under certain circumstances in accordance with the terms of the indenture.

Interest Rate.

The Convertible Notes will bear 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.

The Convertible Notes will mature on May 1, 2028, unless earlier converted, repurchased, or redeemed.

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

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

effectively junior in right of payment to any of the Company’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 the Company’s subsidiaries.

Redemption rights.

We may not redeem the Convertible Notes prior to May 6, 2025.

On or after May 6, 2025, we may redeem for cash all or part of the Convertible Notes at our option if the last reported sale price of our common stock has been at least 130 % of the conversion price then in effect for at least 20 trading days (whether or not consecutive) during any 30 consecutive trading-day period (including the last trading day of such period) ending on and including the trading day immediately preceding the date on which we provide notice of redemption, at a redemption price equal to 100 % of the principal amount of the Convertible Notes to be redeemed, plus accrued and unpaid interest.

Upon conversion, we may satisfy our conversion obligation by paying or delivering, as applicable, cash, shares of our common stock or a combination of cash and shares of our common stock, at our election, based on the applicable conversion rate.

In addition, if certain corporate events that constitute a make-whole fundamental change (as defined in the indenture) occur, then the conversion rate will, in certain circumstances, be increased for a specified period of time.

Additionally, in the event of a corporate event constituting a fundamental change (as defined in the indenture), holders of the Convertible Notes may require us to repurchase all or a portion of their Convertible Notes at a repurchase price equal to 100 % of the principal amount of the Convertible Notes being repurchased, plus accrued and unpaid interest to, but excluding, the date of the fundamental change repurchase.

As of December 31, 2021, the if-converted value of the Convertible Notes did not exceed the outstanding principal amount.

As of December 31, 2021, the total estimated fair value of the Convertible Notes was $ 98.6 million.

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.

On April 6, 2021 and April 7, 2021, in connection with the pricing of the Convertible Notes, we entered into privately negotiated capped call transactions (the “Capped Calls”) with certain of the initial purchasers and other financial institutions (the "Option Counterparties") at a cost of $ 5.7 million.

The Capped Calls cover, subject to customary adjustments, the number of shares of our common stock initially underlying the Convertible Notes.

By entering into the Capped Calls, we expect to reduce the potential dilution to our common stock upon any conversion of the Convertible Notes (or, in the event a conversion of the Convertible Notes is settled in cash, to reduce our cash payment obligation) in the event that at the time of conversion of the Convertible Notes our common stock price exceeds the conversion price of the Convertible Notes.

The Capped Calls each have an initial strike price of approximately $ 18.74 per share, subject to certain adjustments, which corresponds to the initial conversion price of the Convertible Notes.

The Capped Calls have an initial cap price of $ 22.95 per share of common stock .

On April 6, 2021 and April 7, 2021, we entered into side letters with the Option Counterparties that modified the terms of the Capped Calls, thus requiring derivative accounting treatment with changes in fair value reported in earnings.

On June 29, 2021, we terminated the side letters with the Option Counterparties by mutual agreement, which caused the Capped Calls to

CENTURY ALUMINUM COMPANY

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

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

meet the criteria for classification in equity.

As of December 31, 2021, the Capped Calls are included as a reduction to additional paid-in-capital within stockholders’ equity.

During the period in the second quarter in which the Capped Calls were classified as derivatives, we recognized $ 1.0 million as a loss on forward and derivative contracts.

Hawesville Term Loan

On April 29, 2019, we entered into a loan agreement with Glencore Ltd.

pursuant to which the Company borrowed $ 40.0 million.

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

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

The Hawesville Term Loan matured on December 31, 2021 and was fully repaid as of December 31, 2021.

Revolving Credit Facility

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revolving credit facility").

revolving credit facility provides for borrowings of up to $ 175.0 million in the aggregate, including up to $ 110.0 million under a letter of credit sub-facility, and also includes an uncommitted accordion feature whereby borrowers may increase the capacity of the U.S.

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

On December 23, 2021 we amended our U.S.

revolving credit facility, increasing our borrowing capacity to $ 220.0 million, including up to $ 110.0 million under a letter of credit sub-facility.

revolving credit facility matures on May 16, 2023.

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

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

At December 31, 2021, there were $ 63.6 million outstanding borrowings and $ 81.1 million of outstanding letters of credit issued under our U.S.

revolving credit facility.

Principal payments, if any, are due upon maturity of the U.S.

revolving credit facility.

revolving credit facility and may be prepaid without penalty.

Status of our U.S.

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For standby letters of credit, we are required to pay a fee on the face amount of such letters of credit that varies depending on whether the letter of credit exposure is cash collateralized.

In June 2021, the U.S.

revolving credit facility was amended to include fallback language relating to a benchmark reference rate replacement when a LIBOR transition occurs.

Prepayments .

We can make prepayments of amounts outstanding under the U.S.

revolving credit facility, in whole or in part, without premium or penalty, subject to standard LIBOR breakage costs, if applicable.

revolving credit facility, in whole or in part, without premium or penalty, subject to standard breakage costs, if applicable.

We may be required to apply the proceeds from sales of collateral accounts, other than sales of inventory in the ordinary course of business, to repay amounts outstanding under the revolving credit facility and correspondingly reduce the commitments there under.

revolving credit facility contains customary covenants, including restrictions on mergers and acquisitions, indebtedness, affiliate transactions, liens, dividends and distributions, dispositions of collateral, investments and prepayments of indebtedness, as well as a covenant that requires the Borrowers to maintain certain minimum liquidity or availability requirements.

CENTURY ALUMINUM COMPANY

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

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

prepayments of indebtedness, as well as a covenant that requires the Borrowers to maintain certain minimum liquidity or availability requirements.

Events of Default.

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Iceland Revolving Credit Facility

CENTURY ALUMINUM COMPANY

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

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

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.

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Any amounts outstanding under the Iceland revolving credit facility will bear interest at LIBOR plus a margin per annum.

Prepayments .

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

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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.

Grundartangi Casthouse Facility

On November 2, 2021, in connection with the casthouse project at Grundartangi, we entered into an eight-year Term Facility Agreement with Arion Bank hf, to provide for borrowings up to $ 130.0 million (the "Casthouse Facility").

Under the Casthouse Facility, repayments of principal amounts will be made in equal quarterly installments equal to 1.818 % of the principal amount, the first payment occurring 30 months after the first drawdown by Grundartangi, with the remaining 60 % of the principal amount to be paid no later than the termination date.

As of December 31, 2021, there are no outstanding borrowings under this Casthouse Facility.

Grundartangi's obligations under the Casthouse Facility are secured by a general bond on an aggregate of $ 430.0 million in assets and rights related to Grundartangi.

CENTURY ALUMINUM COMPANY

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

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

Interest Rates and Fees .

The interest rate shall be the sum of the interest rate equal to USD LIBOR 3 month plus the applicable margin as set forth in the agreement.

Grundartangi shall pay an arrangement fee equal to 0.78 % of the total facility amount, 50 % of which was paid upfront and 50 % to be paid at the end of the availability period, and shall pay a commitment fee of 0.38 % per annum on undrawn commitments, payable quarterly at the same time as interest payments are due and payable.

Upon occurrence of the LIBOR transition, the Casthouse Facility provides for the use of an alternative base interest rate to LIBOR aimed at achieving the same commercial result.

Prepayments .

We can make prepayments of amounts outstanding under the Casthouse Facility, in whole or in part, without premium or penalty, together with accrued interest on the amount prepaid and subject to standard breakage costs, if applicable.

This Casthouse Facility contains customary covenants, including restrictions on mergers and acquisitions, indebtedness, preservation of assets, and dispositions of assets, as well as a covenant that requires Grundartangi to maintain a certain minimum equity ratio.

Events of Default.

The Casthouse Facility also includes customary events of default, including nonpayment, loss of license, cessation of operations, unlawfulness, breach of covenant, bankruptcy, change of ownership, certain judgments and certain cross defaults.

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

Contingent Obligation

We have a contingent obligation in connection with the “unwind” of a contractual arrangement between CAKY, Big Rivers and a third party and the execution of a long-term cost-based power contract with Kenergy, a member of a cooperative of Big Rivers, in July 2009.

We have a contingent obligation in connection with the “unwind” of a contractual arrangement between CAKY, Big Rivers Electric Corporation ("Big Rivers") and a third party and the execution of a long-term cost-based power contract with Kenergy, a member of a cooperative of Big Rivers, in July 2009.

This contingent obligation consists of the aggregate payments made to Big Rivers by the third party on CAKY’s behalf in excess of the agreed upon base amount under the long-term cost-based power contract with Kenergy.

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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, 2020, we recognized a derivative asset which offsets our contingent obligation.

Based on the LME forward market prices for primary aluminum at December 31, 2021, and current level of Hawesville's operations, we believe that we will not have any payment obligations for the contingent obligation through the term of the agreement, which expires in 2028.

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, 2021 and 2020.

These amounts are exactly offset by interest expense on the contingent obligation which is recorded in interest expense.

In addition, we believe that we will not have any payment obligations for the contingent obligation through the term of the agreement, which expires in 2028.

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)

Future increases in the LME forward market and increased operations at Hawesville may result in a partial or full derecognition of the derivative asset and a corresponding recognition of a loss.

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

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

CENTURY ALUMINUM COMPANY

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

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

Shareholders' Equity

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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

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(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 2021, 2020 and 2019:

Common and Preferred Stock Activity:

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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:

CENTURY ALUMINUM COMPANY

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

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 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;

• 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;

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From time to time, treasury shares may be reissued as contributions to our employee benefit plans and for the conversion of preferred stock.

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

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

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

CENTURY ALUMINUM COMPANY

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

determining cost.

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

Through December 31, 2021, we repurchased 7,186,521 shares of common stock for an aggregate purchase price of $ 86.3 million.

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For the years ended December 31, 2021, 2020 and 2019, we recorded depreciation and amortization expense of $ 82.6 million, $ 83.0 million, and $ 83.2 million, respectively.

CENTURY ALUMINUM COMPANY

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

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

Accumulated Other Comprehensive Loss ("AOCL")

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( 0.4 ) ( 0.4 )

CENTURY ALUMINUM COMPANY

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

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

The following table summarizes the changes in the accumulated balances for each component of AOCL:

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Balance, December 31, 2018

$ ( 100.7 ) $ 2.0 $ ( 98.7 )

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

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

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Balance, December 31, 2019

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

( 111.7 ) 1.9 ( 109.8 )

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

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Balance, December 31, 2020

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

( 120.6 ) 1.8 ( 118.8 )

Other comprehensive (loss) before reclassifications 31.6 — 31.6

Net amount reclassified to net income (loss) 5.0 ( 0.1 ) 4.9

Balance, December 31, 2021

$ ( 84.0 ) $ 1.7 $ ( 82.3 )

*ASU 2018-02.

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

PBGC Settlement

In 2013, we entered into a settlement agreement with the Pension Benefit Guaranty Corporation ("PBGC") regarding an alleged "cessation of operations" at our Ravenswood facility.

Pursuant to the terms of the agreement, we would make additional contributions (above any minimum required contributions) to our defined benefit pension plans totaling approximately $ 17.4 million over the term of the agreement.

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 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.

The remaining contributions under this agreement are approximately $ 9.6 million.

Other Postretirement Benefits ("OPEB")

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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 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.

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

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

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Additionally, effective January 1, 2019, Century will no longer administer non-union retiree medical, prescription drug, dental, or vision benefits and instead will make fixed health reimbursement account contributions.

CENTURY ALUMINUM COMPANY

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

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

Obligations and Funded Status

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Benefit obligation at end of year $ 360.1 $ 385.8 $ 99.6 $ 107.9

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.

The decreases in both the defined benefit plans' and OPEB plan's benefit obligation were mainly driven by the actuarial gains in 2021, which were primarily attributable to the increases in the discount rates from fiscal year 2020 to 2021.

2021 2020 2021 2020

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Fair value of assets at end of year $ 329.7 $ 318.8 $ — $ —

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

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

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

The decrease of actual return on plan assets in 2021 was primarily attributable to changes in our investment compliment during fiscal year 2021 to manage risk relative to the pension asset balance.

2021 2020 2021 2020

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Total $ 62.1 $ 95.1 $ 24.7 $ 28.7

CENTURY ALUMINUM COMPANY

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

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

Pension Plans That Are Not Fully Funded

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Net periodic benefit cost $ ( 1.9 ) $ 2.1 $ 5.7 $ 1.7 $ 2.3 $ 2.1

CENTURY ALUMINUM COMPANY

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

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

Other changes in Plan Assets and Benefit Obligations Recognized in Other Comprehensive Loss (pre-tax):

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Measurement date 12/31/2021 12/31/2020 12/31/2021 12/31/2020

CENTURY ALUMINUM COMPANY

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

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

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

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(2) For 2021 and 2020, the rate of compensation increase is 3 % per year for the first year and 3.5 % per year thereafter.

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

(3) For 2021, 2020, and 2019, the rate of compensation increase is 3 % per year for the first year and 3.5 % 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 7.1 % for pre- and post-65 participants, respectively, declining to 4.5 % over ten years and continuing thereafter.

CENTURY ALUMINUM COMPANY

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

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

Benefit Plan Assets

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Investment objectives for each asset class are included below.

CENTURY ALUMINUM COMPANY

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

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

Asset Allocation Policy

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Fixed income — % — % 42 %

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

Fixed income is held for diversification relative to equities.

The strategic role of U.S.

and international equities is to:

Return seeking assets:

Global equity 52 % 51 % — %

Diversified credit 15 % 15 % — %

Real assets 8 % 9 % — %

Liability hedging assets 25 % 25 % — %

Cash — % — % — %

100 % 100 % 100 %

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

Fixed income is held for diversification relative to equities, and as a hedging instrument to interest rate volatility for the pension obligation.

Diversified Credit and Real Assets are held for diversification relative to equities and for income generation.

The strategic role of global equities is to:

• Provide higher expected returns of the major asset classes.

• Maintain a diversified exposure within the U.S.

and international stock markets through the use of multi-manager portfolio strategies.

• Achieve returns in excess of passive indexes through the use of active investment managers and strategies.

• Maintain a diversified exposure within global stock markets through the use of multi-manager portfolio strategies.

The strategic role of fixed income is to:

• Diversify the Pension Plans’ equity exposure by investing in fixed income securities that exhibit a low correlation to equities, thereby lowering the overall return volatility of the entire investment portfolio.

• Maintain a diversified exposure within the U.S.

fixed income market through the use of portfolio strategies targeting treasury bond exposures.

• Hedge the interest rate risk of the pension obligation by investing in securities that target a similar duration to the pension obligation cash flows.

The strategic role of diversified credit is to:

• Diversify the Pension Plans’ equity exposure by investing in alternative credit securities that exhibit a low correlation to equities, thereby lowering the overall return volatility of the entire investment portfolio.

• Maintain a diversified exposure within the alternative credit markets through the use of multi-manager portfolio strategies targeting, but not limited to, securitized credit, high yield securities, and emerging market debt.

• Achieve returns in excess of passive indexes through the use of active investment managers and strategies.

The strategic role of real assets is to:

CENTURY ALUMINUM COMPANY

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

• Maintain a diversified exposure within the U.S.

fixed income market through the use of multi-manager portfolio strategies.

• Diversify the Pension Plans’ equity exposure by investing in real assets that exhibit a low correlation to equities, thereby lowering the overall return volatility of the entire investment portfolio.

• Maintain a diversified exposure within the real asset markets through the use of multi-manager portfolio strategies targeting listed and unlisted exposures.

• Achieve returns in excess of passive indexes through the use of active investment managers and strategies.

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Our assessment of the significance of a particular input to the fair value measurement requires judgment, and may affect the valuation of fair value assets and liabilities and the placement within the fair value hierarchy levels.

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

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

As more fully described within Note 5.

Fair Value Measurements , the Company uses a three-level fair value hierarchy that prioritizes the inputs used to measure fair values.

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

We categorize each fair value measurement in its entirety into the following three levels, based on the lowest level input that is significant to the entire measurement:

• Level 1 Inputs – quoted prices (unadjusted) in active markets for identical assets or liabilities that the reporting entity can access at the measurement date.

• Level 2 Inputs – inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly.

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

The following summarizes the Company’s pension included assets under the fair value hierarchy:

As of December 31, 2021 (1)

Level 1 Level 2 Level 3 Assets measured at NAV Total

Cash and cash equivalents $ — $ — $ — $ 2.5 $ 2.5

Return seeking assets:

Global Equity — — — 167.8 167.8

Diversified Credit — — — 49.2 49.2

Real Assets — — — 28.6 28.6

Total return seeking assets — — — 245.6 245.6

Liability hedging assets — — — 81.6 81.6

Total $ — $ — $ — $ 329.7 $ 329.7

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Total $ 318.8 $ — $ — $ — $ 318.8

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

The fair value of the mutual funds is based on the Net Asset Value ("NAV") which is calculated every business day.

The value of the underlying securities within the mutual funds are determined as follows:

listed equities;

equity and fixed income options:

Last sale price;

last bid price if no last sale price;

over-the-counter equities:

Official closing price;

last bid price if no closing price;

• Foreign equities:

Official closing price, where available, or last sale price;

last bid price if no official closing price;

• Municipal bonds, US bonds, Eurobonds/foreign bonds:

Evaluated bid price;

broker quote if no evaluated bid price.

CENTURY ALUMINUM COMPANY

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

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

(1) During 2021, Century changed plan custodians for our pension assets, at which time our pension assets were reinvested in new securities that are measured at Net Asset Value ("NAV") and not subject to leveling.

Prior to the custodian change, all pension assets were classified as Level 1 assets.

Our Pension Plans’ assets are held in certain comingled funds and group trusts which do not have publicly quoted prices.

The fair value of the comingled funds and group trusts is based on NAV of the underlying investments.

The fair value of the underlying investments held by the comingled funds, separate accounts and common collective trusts is generally based on quoted prices in active markets.

Though the Company believes the methods used to estimate fair value are consistent with those used by other market participants, the use of other methods or assumptions could result in a different estimate of fair value.

No material transfers in or out of Level 3 occurred during the years ended December 31, 2021 or 2020.

Our other postretirement benefit plans are unfunded.

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Pension and OPEB Cash Flows

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.

During 2021 and 2020, we made contributions of approximately $ 1.8 million and $ 1.9 million, respectively, to the qualified defined benefit and SERB plans we sponsor and $ 5.9 million and $ 5.8 million, respectively, to the other postretirement benefit plans.

We expect to make the following contributions for 2022:

1 unchanged sentence

Expected OPEB benefits payments 6.3

CENTURY ALUMINUM COMPANY

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

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

Estimated Future Benefit Payments

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• If a participating employer chooses to stop participating in a multi-employer plan, the employer may be required to pay the plan an amount based on the underfunded status of the plan, referred to as a withdrawal liability.

CENTURY ALUMINUM COMPANY

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

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

Century’s participation in the plan for the year ended December 31, 2021, is outlined in the table below.

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

CENTURY ALUMINUM COMPANY

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

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

Century 401(k) Plans

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Performance units can be settled in cash or stock and vest based on the achievement of pre-determined performance metrics at the discretion of the Board.

Our performance unit liability was approximately $ 6.5 million and $ 3.7 million as of December 31, 2020 and 2019, respectively.

Our performance unit liability was approximately $ 9.1 million and $ 6.5

CENTURY ALUMINUM COMPANY

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

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

million as of December 31, 2021 and 2020, respectively.

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

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Vested ( 552,121 )

Forfeited ( 72,351 )

Outstanding at December 31, 2021

3 unchanged sentences

Total intrinsic value of option exercises — — 39

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.

20 unchanged sentences

Diluted EPS amounts assume the issuance of common stock for all potentially dilutive common shares outstanding.

CENTURY ALUMINUM COMPANY

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

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

The following table shows the basic and diluted earnings (loss) per share for 2021, 2020, and 2019:

20 unchanged sentences

$ ( 80.8 ) 88.8 $ ( 0.91 )

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) (1) :

Share-based compensation

(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 6.3 6.6 6.9

Convertible senior notes 4.8 — —

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

The components of pre-tax book income (loss) consist of the following:

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Total $ ( 197.6 ) $ ( 126.3 ) $ ( 85.5 )

CENTURY ALUMINUM COMPANY

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

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

Significant components of income tax expense consist of the following:

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State deferred benefit — — ( 0.2 )

Foreign deferred tax expense (benefit) ( 5.9 ) ( 6.0 ) 1.7

Total deferred expense (benefit) ( 7.1 ) ( 8.4 ) 0.1

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)

Foreign deferred tax benefit ( 30.5 ) ( 5.9 ) ( 6.0 )

Total deferred benefit ( 30.7 ) ( 7.1 ) ( 8.4 )

Total income tax benefit $ ( 30.6 ) $ ( 3.1 ) $ ( 8.4 )

A reconciliation of the statutory U.S.

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Valuation allowance ( 15.9 ) ( 4.3 ) 72.8

Transition tax — — ( 13.8 )

Helguvik investment 26.4 — —

Foreign restructuring — ( 2.3 ) —

Foreign dividends ( 1.5 ) — —

Foreign dividends and inclusions ( 10.1 ) ( 1.5 ) —

Net operating loss expiration and remeasurement ( 5.2 ) ( 10.8 ) ( 66.2 )

2 unchanged sentences

Effective tax rate 15.5 % 2.4 % 9.8 %

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.

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 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.

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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.

On March 11, 2021, the American Rescue Plan Act, (or "ARPA"), was signed into law.

The ARPA enacted certain provisions that are relevant to corporate income tax.

On November 15, 2021, the Infrastructure Investment and Jobs Act was signed into law.

These acts did not have a material impact on our income tax provision for 2021, 2020 or 2019.

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

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(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:

Accrued postretirement benefit cost $ 29.5 $ 38.9

Accrued liabilities 7.2 10.8

Share-based compensation 0.7 0.9

Net operating losses and tax credits 453.1 430.3

Disallowed interest expense 17.8 6.9

Foreign basis differences — 16.2

Ravenswood retiree legal settlement 1.7 1.9

Derivative and hedging contracts 18.6 0.5

Other 13.9 12.3

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Deferred tax liabilities:

Derivatives $ — $ ( 3.5 )

Tax over financial statement depreciation ( 86.2 ) ( 95.0 )

Foreign basis differences ( 19.6 ) —

Total deferred tax liabilities ( 105.8 ) ( 95.0 )

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If the actual recovery amount of the deferred tax asset is less than anticipated, we would be required to write-off the remaining deferred tax asset and increase the tax provision.

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.

We recognized a deferred tax asset and recorded a discrete tax benefit of $ 49.8 million related to the recognition of a certain foreign deferred tax asset.

The deferred tax asset represents the future tax benefit we expect to realize for deductible costs related to our historical investment in Nordural Helguvík ehf (“Helguvík”).

As this deferred tax asset is expected to be realized prior to expiration, we have not recorded a valuation allowance.

We did not change our judgment with respect to other valuation allowances previously recorded.

We have a valuation allowance of $ 485.8 million recorded for all of our U.S.

deferred tax assets, and a portion of our Icelandic deferred tax assets as of December 31, 2021.

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:

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(2) The state NOLs begin to expire in 2027.

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

(3) The Icelandic NOLs expire between 2022 and 2031.

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.

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Balance as of December 31, $ 4.0 $ 6.5 $ 8.2

As of December 31, 2021 and 2020, the Company’s gross unrecognized tax benefits totaled $ 4.0 million and $ 6.5 million, respectively.

After considering the deferred tax accounting impact, it is expected that about $ 1.4 million of the total as of December 31, 2021 and 2020 would favorably affect the effective tax rate if resolved in the Company’s favor.

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.

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.

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

It is our policy to recognize potential accrued interest and penalties related to unrecognized tax benefits in income tax expense.

The components of our unrecognized tax benefits are as follows:

2020 2019 2018

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

Other unrecognized tax benefits 1.4 1.4 1.6

Gross unrecognized tax benefits $ 6.5 $ 8.2 $ 9.5

Accrued interest and penalties related to unrecognized tax benefits $ — $ — $ 0.1

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

7 unchanged sentences

Our Icelandic tax returns are subject to examination beginning with the 2019 tax year.

Commitments and Contingencies

CENTURY ALUMINUM COMPANY

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

Commitments and Contingencies

We have pending against us or may be subject to various lawsuits, claims and proceedings related primarily to employment, commercial, stockholder, environmental, safety and health matters and are involved in other matters that may give rise to contingent liabilities.

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The complaint also seeks costs and attorney fees.

The matter was stayed by the court in 2008 to allow for the remediation of environmental areas at the site.

On June 30, 2016, the U.S.

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

Discovery was completed in the third quarter of 2019.

Trial was bifurcated and moved 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.

Prior to trial, the parties reached an agreement to settle the case, full and final, effective October 1, 2021 (the "Vernon Settlement").

Pursuant to the terms of the Vernon Settlement, Century agreed to pay $ 3.9 million in exchange for full release of all environmental liabilities at the site, a full release of all of our contractual indemnification obligations, and a dismissal of the case with prejudice.

The Stipulation and Order of Dismissal was entered on November 10, 2021, and the settlement was paid during the fourth quarter.

Ravenswood Retiree Medical Benefits changes

5 unchanged sentences

As of December 31, 2021, $ 2.0 million was recorded in other current liabilities and $ 6.2 million was recorded in other liabilities.

PBGC Settlement

CENTURY ALUMINUM COMPANY

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

PBGC Settlement

In 2013, we entered into a settlement agreement with the Pension Benefit Guarantee Corporation (the "PBGC") regarding an alleged "cessation of operations" at our Ravenswood facility.

Pursuant to the terms of the agreement, we agreed to make additional contributions (above any minimum required contributions) to our defined benefit pension plans totaling approximately $ 17.4 million.

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

We did no t make any contributions 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.

The remaining contributions under this agreement are approximately $ 9.6 million.

Environmental Contingencies

Matters relating to the St.

Croix Alumina Refining Facility

We are a party to a United States Environmental Protection Agency Administrative Order on Consent (the "Order") pursuant to which certain past and present owners of an alumina refining facility at St.

Croix, Virgin Islands (the "St.

Croix Alumina Refinery") have agreed to carry out a Hydrocarbon Recovery Plan to remove and manage hydrocarbons floating on groundwater underlying the facility.

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

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.

In December 2010, Century was among several defendants named in a lawsuit filed by plaintiffs who either worked, resided or owned property in the area downwind from the St.

Croix Alumina Refinery.

In March 2011, Century was also named a defendant in a nearly identical suit brought by certain additional plaintiffs.

The plaintiffs in both suits allege damages caused by the presence of red mud and other particulates coming from the alumina facility and are seeking unspecified monetary damages, costs and attorney fees as well as certain injunctive relief.

We tendered indemnity and defense to St.

Croix Alumina LLC and Alcoa Alumina & Chemical LLC under the terms of an acquisition agreement relating to the facility and have filed motions to dismiss plaintiffs’ claims.

In August 2015, the Superior Court of the Virgin Islands, Division of St.

Croix denied the motions to dismiss but ordered all plaintiffs to refile individual complaints.

On February 28, 2018, plaintiffs in both cases filed a Motion for Voluntary Dismissal of Century without prejudice to refiling.

At this time, it is not possible to predict the ultimate outcome of or to estimate a range of reasonably possible losses for any of the foregoing actions relating to the St.

Croix Alumina Refinery.

In 2013, we entered into a settlement agreement with the Pension Benefit Guarantee Corporation ("the PBGC") regarding an alleged "cessation of operations" at our Ravenswood facility (the "PBGC Settlement Agreement").

Pursuant to the terms of the PBGC Settlement Agreement, we agreed to make additional contributions (above any minimum required contributions) to our defined benefit pension plans totaling approximately $ 17.4 million.

Under certain circumstances, in periods of lower primary aluminum prices relative to our cost of operations, we were 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 three or nine month periods ended September 30, 2021, and 2020.

We historically elected to defer certain payments under the PBGC Settlement Agreement and provided the PBGC with the appropriate security.

On October 1, 2021, we amended the PBGC Settlement Agreement such that we removed the deferral mechanism and agreed to contribute approximately $ 2.4 million per year to our defined benefit pension plans for a total of approximately $ 9.6 million, over the next four years beginning on November 30, 2022 and ending on November 30, 2025, subject to acceleration if certain terms and conditions are met in such amendment.

Power Commitments and Contingencies

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Each of these agreements provides for automatic extension on a year-to-year basis unless a one year notice is given.

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 provides sufficient energy to allow the Mt.

Holly smelter to implement a restart project to increase its production to 75 % of full production capacity.

Grundartangi has power purchase agreements for approximately 545 MW with HS Orka hf ("HS"), Landsvirkjun and Orkuveita Reykjavikur ("OR") to provide power to its Grundartangi smelter.

These power purchase agreements expire on various dates from 2026 through 2036 (subject to extension).

The power purchase agreements with HS and OR provide power at LME-based variable rates for the duration of these agreements.

In July 2021, Grundartangi reached an agreement with Landsvirkjun for an extension of its existing 161 MW power contract that would have expired in December 2023.

Under the terms of the extension, Landsvirkjun will continue to supply power to Grundartangi from January 1, 2024 through December 31, 2026 and will increase the existing contract from 161 MW to 182 MW over time to provide the necessary flexibility to support the most recent capacity creep requirements and future growth opportunities for value-added products at the Grundartangi plant with the Casthouse Project.

Under the terms of this extension, the majority of power supplied by Landsvirkjun will be priced at rates linked to the Nord Pool power market through December 2023 and a small portion of power at a fixed price.

Thereafter, beginning January 1, 2024 through December 31, 2026 this agreement provides for only fixed rates.

CENTURY ALUMINUM COMPANY

1 unchanged sentence

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

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.

These power purchase agreements expire on various dates from 2023 through 2036 (subject to extension).

The power purchase agreements with HS and OR both provide power at LME-based variable rates for the duration of these agreements.

The power purchase agreement with Landsvirkjun for 161 MW provides power at rates linked to the Nord Pool power market.

Nordural Helguvik ehf ("Helguvik") has a power purchase agreement with OR to provide a portion of the power requirements to the Helguvik project.

The agreement would provide power at LME-based variable rates and contain take-or-pay obligations with respect to a significant percentage of the total committed and available power under such agreement.

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

The agreement 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

5 unchanged sentences

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.

The current labor agreement is effective through November 30, 2022.

Approximately 55 % of our U.S.

based work force is represented by USW.

based work force is represented by the USW.

The labor agreement for Hawesville employees is effective through April 1, 2026.

1 unchanged sentence

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 $ 20.7 $ 19.8

Quarterly Information (Unaudited)

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

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 )

3rd Quarter 438.0 ( 13.7 ) ( 20.7 ) ( 20.7 ) ( 0.23 ) ( 0.23 )

2nd Quarter (1)

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

28 unchanged sentences

Major customer information

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

Revenues from two customers exceeded 10 % of our net sales in 2021, 2020 and 2019.

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

4 unchanged sentences

Southwire 304.6 195.9 235.4

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.

As of December 31, 2021, we had an open position of 123,216 tonnes related to LME forward financial sales contracts to fix the forward LME aluminum price.

These contracts are expected to settle monthly through December 2024.

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

We also had an open position of 207,000 tonnes related to MWP forward financial sales contracts to fix the forward MWP price.

These contracts are expected to settle monthly through December 2022.

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.

As of December 31, 2021, we had 8,245 tonnes related to fixed for floating swaps that will settle monthly through September 2022.

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 December 31, 2021, we had an open position of 1,664,400 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

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:

associated with the Euro ("FX swaps").

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

We have entered into financial contracts to fix a portion of our exposure to the Indiana Hub power market at our Kentucky plants ("Indiana Hub power price swaps").

As of December 31, 2021, we had an open position of 350,400 MWh.

The Indiana Hub power price swaps are expected to settle monthly through December 2023.

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, 2021 and 2020, respectively:

Asset Fair Value

Commodity contracts (1)

$ 12.8 $ 19.7

Foreign exchange contracts (2)

4 unchanged sentences

Total $ 146.2 $ 16.7

(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.

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

At December 31, 2021, $ 17.1 million of Due to affiliates and $ 21.9 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.

7 unchanged sentences

(1) For the years ended December 31, 2021, 2020, and 2019, $ 116.9 million, $( 9.2 ) million, and $ 2.0 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

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.

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 twelve months ended December 31, 2020, 2019, and 2018, condensed consolidating balance sheets as of December 31, 2020 and December 31, 2019 and the condensed consolidating statements of cash flows for the twelve months ended December 31, 2020, 2019, and 2018 present separate results for Century, the Guarantor Subsidiaries, the Non-Guarantor Subsidiaries, consolidating adjustments and total consolidated amounts.

CENTURY ALUMINUM COMPANY

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

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

Condensed Consolidating Statements of Comprehensive Income (Loss)

For the year ended December 31, 2020

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

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

Other customers — 476.4 103.2 — 579.6

Total net sales — 1,007.5 597.6 — 1,605.1

Cost of goods sold — 1,072.5 569.1 — 1,641.6

Gross profit (loss) — ( 65.0 ) 28.5 — ( 36.5 )

Selling, general and administrative expenses 27.2 11.9 4.4 — 43.5

Other operating expense - net — — 0.5 0.5

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

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

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

Intercompany Interest 32.8 11.1 ( 43.9 ) — —

Interest income 0.4 — 0.4 — 0.8

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

Income (loss) before income taxes and equity in earnings of joint ventures ( 13.4 ) ( 64.9 ) ( 48.0 ) — ( 126.3 )

Income tax (expense) benefit 1.2 — 1.9 — 3.1

Income (loss) before equity in earnings of joint ventures ( 12.2 ) ( 64.9 ) ( 46.1 ) — ( 123.2 )

BHH impairment — — — — —

Equity in earnings (loss) of joint ventures ( 111.1 ) 2.6 ( 0.1 ) 108.5 ( 0.1 )

Net income (loss) ( 123.3 ) ( 62.3 ) ( 46.2 ) 108.5 ( 123.3 )

Other comprehensive income (loss) before income tax effect ( 7.9 ) ( 4.7 ) ( 1.3 ) 6.0 ( 7.9 )

Income tax effect ( 1.0 ) — 0.0 0.0 ( 1.0 )

Other comprehensive income (loss) ( 8.9 ) ( 4.7 ) ( 1.3 ) 6.0 ( 8.9 )

Total comprehensive income (loss) $ ( 132.2 ) $ ( 67.0 ) $ ( 47.5 ) $ 114.5 $ ( 132.2 )

CENTURY ALUMINUM COMPANY

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

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

Condensed Consolidating Statements of Comprehensive Income (Loss)

For the year ended December 31, 2019

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

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

Other customers — 613.1 31.9 — 645.0

Total net sales — 1,179.6 657.0 — 1,836.6

Cost of goods sold — 1,182.4 678.1 — 1,860.5

Gross profit (loss) — ( 2.8 ) ( 21.1 ) — ( 23.9 )

Selling, general and administrative expenses 25.9 16.3 5.2 — 47.4

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 )

Intercompany Interest 35.0 10.3 ( 45.3 ) — —

Interest income 0.2 — 0.6 — 0.8

Net gain (loss) on forward and derivative contracts 12.0 1.4 ( 1.4 ) — 12.0

Other income (expense) - net 1.3 ( 2.8 ) 0.4 — ( 1.1 )

Income (loss) before income taxes and equity in earnings of joint ventures ( 0.5 ) ( 11.9 ) ( 73.1 ) — ( 85.5 )

Income tax (expense) benefit 1.2 1.4 5.8 — 8.4

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

Net income (loss) ( 80.8 ) ( 2.3 ) ( 71.0 ) 73.3 ( 80.8 )

Other comprehensive income before income tax effect ( 8.8 ) ( 3.2 ) ( 1.2 ) 4.4 ( 8.8 )

Income tax effect ( 1.0 ) — 0.0 — ( 1.0 )

Other comprehensive income (loss) ( 9.8 ) ( 3.2 ) ( 1.2 ) 4.4 ( 9.8 )

Total comprehensive income (loss) $ ( 90.6 ) $ ( 5.5 ) $ ( 72.2 ) $ 77.7 $ ( 90.6 )

CENTURY ALUMINUM COMPANY

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

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

Condensed Consolidating Statements of Comprehensive Income (Loss)

For the year ended December 31, 2018

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

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

Other customers — 685.0 3.7 — 688.7

Total net sales — 1,138.6 754.6 — 1,893.2

Cost of goods sold — 1,169.2 746.9 — 1,916.1

Gross profit (loss) — ( 30.6 ) 7.7 — ( 22.9 )

Selling, general and administrative expenses 23.3 11.6 5.3 — 40.2

Helguvik impairment — — ( 4.5 ) — ( 4.5 )

Other operating expense - net — — 0.4 — 0.4

Operating income (loss) ( 23.3 ) ( 42.2 ) 6.5 — ( 59.0 )

Interest expense ( 20.6 ) ( 1.6 ) ( 0.2 ) — ( 22.4 )

Intercompany Interest 36.3 9.5 ( 45.8 ) — —

Interest income 0.3 — 1.2 — 1.5

Net gain (loss) on forward and derivative contracts 1.3 1.4 3.6 — 6.3

Other income (expense) - net 2.1 ( 1.9 ) 2.8 — 3.0

Income (loss) before income taxes and equity in earnings of joint ventures ( 3.9 ) ( 34.8 ) ( 31.9 ) — ( 70.6 )

Income tax (expense) benefit 2.6 — ( 2.4 ) — 0.2

Income (loss) before equity in earnings (loss) of joint ventures ( 1.3 ) ( 34.8 ) ( 34.3 ) — ( 70.4 )

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 )

Income tax effect ( 1.5 ) — — — ( 1.5 )

Other comprehensive income ( 7.0 ) ( 24.2 ) 5.2 19.0 ( 7.0 )

Total comprehensive income $ ( 73.2 ) $ ( 58.4 ) $ ( 24.9 ) $ 83.3 $ ( 73.2 )

CENTURY ALUMINUM COMPANY

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

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

Condensed Consolidating Balance Sheets

As of December 31, 2020

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

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

Restricted cash — 0.8 1.9 — 2.7

Accounts receivable - net 1.0 47.8 2.2 — 51.0

Due from affiliates 1.2 9.1 — — 10.3

Inventories — 183.8 107.3 — 291.1

Derivative assets 3.0 — 3.4 — 6.4

Prepaid and other current assets 3.5 0.2 9.2 — 12.9

Total current assets 9.5 242.9 203.6 — 456.0

Property, plant and equipment - net 13.8 311.4 555.2 — 880.4

Investment in subsidiaries 495.5 65.4 — ( 560.9 ) —

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

Accrued and other current liabilities 17.7 23.7 18.0 — 59.4

Accrued employee benefits costs 1.9 7.8 0.6 — 10.3

Hawesville term loan - current 20.0 — — — 20.0

Industrial revenue bonds — 7.8 — — 7.8

Total current liabilities 59.2 110.0 71.1 — 240.3

Senior notes payable 243.1 — — — 243.1

Iceland revolving credit facility — — 45.0 — 45.0

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

Accrued postretirement benefits costs - less current portion 1.0 98.5 2.0 — 101.5

Leases - right of use liabilities 6.4 — 17.9 — 24.3

Other liabilities 6.1 24.9 13.8 — 44.8

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

Total noncurrent liabilities 736.5 527.8 740.2 ( 1,391.3 ) 613.2

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

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

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

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 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

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 - 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

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 - current 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

Other liabilities 3.5 22.2 16.7 — 42.4

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

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

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

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

Condensed Consolidating Statements of Cash Flows

For the year ended December 31, 2020

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 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 )

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 )

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 ) —

Net cash provided by (used in) financing activities 18.7 46.3 ( 8.0 ) ( 43.5 ) 13.5

CHANGE IN CASH, CASH EQUIVALENTS, AND RESTRICTED CASH 0.5 1.1 43.0 — 44.6

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 $ 0.8 $ 2.0 $ 81.5 $ — $ 84.3

CENTURY ALUMINUM COMPANY

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

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

Condensed Consolidating Statements of Cash Flows

For the year ended December 31, 2019

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 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

Intercompany transactions 8.1 2.1 ( 45.7 ) 35.5 —

Net cash provided by (used in) financing activities 29.2 2.1 ( 45.7 ) 35.5 21.1

CHANGE IN CASH, CASH EQUIVALENTS, AND RESTRICTED CASH 0.2 0.1 ( 0.3 ) — —

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 $ 0.3 $ 0.9 $ 38.5 $ — $ 39.7

Subsequent events

On February 4, 2022, we entered into an Amendment to our Iceland revolving credit facility, increasing the facility amount to $ 80.0 million.

On February 16, 2022, we detected a cyber incursion affecting some of the servers supporting our global operations.

The Company took immediate action by shutting down all impacted information systems and activating the Company's internal response procedures and mobilizing both internal resources and third-party experts to address the situation as quickly as possible.

Currently, there has been no material impact to our production globally.

We have switched to manual operations and

CENTURY ALUMINUM COMPANY

1 unchanged sentence

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

Condensed Consolidating Statements of Cash Flows

For the year ended December 31, 2018

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 )

Purchase of property, plant and equipment ( 4.4 ) ( 65.1 ) ( 13.5 ) — ( 83.0 )

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

Intercompany transactions 21.6 54.7 2.2 ( 78.5 ) —

Net cash used in investing activities 17.2 ( 10.4 ) ( 11.2 ) ( 78.5 ) ( 82.9 )

Borrowings under revolving credit facilities 120.1 — — — 120.1

Repayments under revolving credit facilities ( 96.8 ) — — — ( 96.8 )

Issuance of common stock 0.4 — — — 0.4

Intercompany transactions ( 52.1 ) 30.0 ( 56.4 ) 78.5 —

Net cash used in financing activities ( 28.4 ) 30.0 ( 56.4 ) 78.5 23.7

CHANGE IN CASH, CASH EQUIVALENTS, AND RESTRICTED CASH ( 64.2 ) 0.1 ( 64.2 ) — ( 128.3 )

Cash, cash equivalents, and restricted cash, beginning of period 64.3 0.7 103.0 — 168.0

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

procedures where necessary and we continue to operate safely.

At this time we cannot determine the extent, if any, of lost revenue, incremental costs, injury to reputation or other material adverse impact that this event may have on our business, operations or financial results.

Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

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-K

Item 8. Financial Statements and Supplementary Data