UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended ~~March 31,~~June 30, 2020

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from _______ to _______.

Commission file number 001-34474

Century Aluminum Company

(Exact name of registrant as specified in its charter)



Delaware			13-3070826
(State or other jurisdiction of incorporation or organization)			(IRS Employer Identification No.)
One South Wacker Drive			60606
Suite 1000			(Zip Code)
Chicago
Illinois
(Address of principal executive offices)

Registrant’s telephone number, including area code: (~~312~~) (312) 696-3101

Securities registered pursuant to Section 12(b) of the Act:



Title of each class:	Trading Symbol(s)	Name of each exchange on which registered:
Common Stock, $0.01 par value per share	CENX	Nasdaq Stock Market LLC
		(Nasdaq Global Select Market)

The registrant had ~~89,460,965~~89,484,834 shares of common stock outstanding at ~~April 30,~~August 5, 2020.

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. ☒ Yes ☐ No

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). ☒ Yes ☐ No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer”, “smaller reporting company” and "emerging growth company" in Rule 12b-2 of the Exchange Act. (Check one):



Large accelerated filer	☐	Accelerated filer	☒
Non-accelerated filer	☐	Smaller reporting company	☐
		Emerging growth company	☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

☐ Yes ☒ No


TABLE OF CONTENTS
			Page
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements.			4
Condensed Notes to the Consolidated Financial Statements			910
Note 1. General			910
Note 2. Related Party Transactions			10
Note 3. Revenue			11
Note 4. Fair Value Measurements			1112
Note 5. Earnings (Loss) per Share			1516
Note 6. Shareholders' Equity			1618
Note 7. Income Taxes			1719
Note 8. Inventories			1719
Note 9. Debt			1820
Note 10. Commitments and Contingencies			2022
Note 11. Components of Accumulated Other Comprehensive Loss			2325
Note 12. Components of Net Periodic Benefit Cost			2426
Note 13. Derivatives			2426

Note 14. Condensed Consolidating Financial Information			2729
Note 15. Subsequent Events			3 6
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.			3541
Item 3. Quantitative and Qualitative Disclosures about Market Risk.			4148
Item 4. Controls and Procedures.			4451

PART II - OTHER INFORMATION
Item 1. Legal Proceedings.			4552
Item 1A. Risk Factors.			4552
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.			4652
Item 5. Other Information.			4753
Item 6. Exhibits.			4854
SIGNATURES			4955

PART I – FINANCIAL INFORMATION

Item 1. Financial Statements


CENTURY ALUMINUM COMPANY	CENTURY ALUMINUM COMPANY						CENTURY ALUMINUM COMPANY
CONSOLIDATED STATEMENTS OF OPERATIONS	CONSOLIDATED STATEMENTS OF OPERATIONS						CONSOLIDATED STATEMENTS OF OPERATIONS
(in millions, except per share amounts)	(in millions, except per share amounts)						(in millions, except per share amounts)
(Unaudited)	(Unaudited)						(Unaudited)
	Three months ended March 31,							Three months ended June 30,						Six months ended June 30,
	2020			2019				2020		2019		2020		2019
NET SALES:							NET SALES:
Related parties	$	271.0		$	311.3		Related parties	$	285.6	$	305.0	$	556.6	$	616.4
Other customers	150.2			178.7			Other customers	116.3		168.1		266.5		346.8
Total net sales	421.2			490.0			Total net sales	401.9		473.1		823.1		963.2
Cost of goods sold	416.4			502.8			Cost of goods sold	414.9		477.2		831.3		980.1
Gross profit (loss)	4.8			(12.8		)	Gross profit (loss)	(13.0)		(4.1)		(8.2)		(16.9)
Selling, general and administrative expenses	8.9			14.7			Selling, general and administrative expenses	11.8		11.9		20.7		26.6
Other operating (income) expense - net	0.3			0.3			Other operating (income) expense - net	0.2		0.3		0.5		0.6
Operating income (loss)	(4.4		)	(27.8		)	Operating income (loss)	(25.0)		(16.3)		(29.4)		(44.1)
Interest expense - term loan	(0.7		)	—			Interest expense - term loan	(0.5)		(0.6)		(1.2)		(0.6)
Interest expense	(6.0		)	(5.8		)	Interest expense	(5.9)		(5.8)		(11.9)		(11.7)
Interest income	0.1			0.2			Interest income	0.4		0.2		0.5		0.4
Net gain (loss) on forward and derivative contracts	3.8			(5.7		)	Net gain (loss) on forward and derivative contracts	3.7		6.1		7.5		0.4
Other income (expense) - net	1.7			1.1			Other income (expense) - net	1.3		(1.7)		3.0		(0.5)
Income (loss) before income taxes and equity in earnings of joint ventures	(5.5		)	(38.0		)	Income (loss) before income taxes and equity in earnings of joint ventures	(26.0)		(18.1)		(31.5)		(56.1)
Income tax benefit (expense)	2.8			2.9			Income tax benefit (expense)	(0.9)		1.6		1.9		4.4
Income (loss) before equity in earnings of joint ventures	(2.7		)	(35.1		)	Income (loss) before equity in earnings of joint ventures	(26.9)		(16.5)		(29.6)		(51.7)
Loss on sale of BHH							Loss on sale of BHH	—		(4.3)		—		(4.3)
Equity in earnings of joint ventures	—			0.5			Equity in earnings of joint ventures	—		0.1		—		0.7
Net income (loss)	$	(2.7	)	$	(34.6	)	Net income (loss)	$	(26.9)	$	(20.7)	$	(29.6)	$	(55.3)

Net income (loss) allocated to common stockholders	$	(2.7	)	$	(34.6	)	Net income (loss) allocated to common stockholders	$	(26.9)	$	(20.7)	$	(29.6)	$	(55.3)
EARNINGS (LOSS) PER COMMON SHARE:							EARNINGS (LOSS) PER COMMON SHARE:
Basic and diluted	$	(0.03	)	$	(0.39	)	Basic and diluted	$	(0.30)	$	(0.23)	$	(0.33)	$	(0.63)
WEIGHTED AVERAGE COMMON SHARES OUTSTANDING:							WEIGHTED AVERAGE COMMON SHARES OUTSTANDING:
Basic and diluted	89.3			88.1			Basic and diluted	89.5		88.8		89.4		88.5

See condensed notes to consolidated financial statements

Preferred stock (Note 6)

Common stock (Note 6)

See condensed notes to consolidated financial statements

CENTURY ALUMINUM COMPANY
CONSOLIDATED BALANCE SHEETS
(in millions)
(Unaudited)
March 31, 2020 December 31, 2019
ASSETS
Cash and cash equivalents $ 147.6
$ 38.9
Restricted cash 1.8
0.8
Accounts receivable - net 52.9
70.1
Due from affiliates 17.8
30.1
Inventories 317.6
320.6
Derivative assets 32.7
14.6
Prepaid and other current assets 13.4
12.2
   Total current assets 583.8
487.3
Property, plant and equipment - net 935.4
949.2
Due from affiliates - less current portion 5.1
0.5
Other assets 66.8
62.7
   TOTAL $ 1,591.1
$ 1,499.7
LIABILITIES AND SHAREHOLDERS’ EQUITY
LIABILITIES:
Accounts payable, trade $ 87.1
$ 97.1
Due to affiliates 29.5
32.9
Accrued and other current liabilities 50.6
57.2
Derivative liabilities 34.5
4.3
Accrued employee benefits costs 10.4
10.4
Hawesville term loan 20.0
20.0
U.S. revolving credit facility 45.0
4.0
Industrial revenue bonds 7.8
7.8
   Total current liabilities 284.9
233.7
Senior notes payable 249.3
249.2
Hawesville term loan - less current portion 15.0
20.0
Iceland revolving credit facility 45.0
—
Accrued pension benefits costs - less current portion 59.3
60.8
Accrued postretirement benefits costs - less current portion 100.1
100.7
Other liabilities 47.1
42.4
Leases - right of use liabilities 21.9
22.8
Deferred taxes 94.7
95.1
   Total noncurrent liabilities 632.4
591.0
COMMITMENTS AND CONTINGENCIES (NOTE 10) —
—
SHAREHOLDERS’ EQUITY:
Preferred stock (Note 6)
0.0
0.0
Common stock (Note 6)
1.0
1.0
Additional paid-in capital 2,526.6
2,526.5
Treasury stock, at cost (86.3 ) (86.3 )
Accumulated other comprehensive loss (108.4 ) (109.8 )
Accumulated deficit (1,659.1 ) (1,656.4 )
Total shareholders’ equity 673.8
675.0
TOTAL $ 1,591.1
$ 1,499.7

See condensed notes to consolidated financial statements

CENTURY ALUMINUM COMPANY
CONSOLIDATED STATEMENTS OF CASH FLOWS
(in millions)
(Unaudited)

Three months ended March 31,

2020
2019
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income (loss) $ (2.7 ) $ (34.6 )
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:

Unrealized (gain) loss on derivative instruments (3.7 ) 5.6
Lower of cost or NRV inventory adjustment 13.4
—
Depreciation and amortization 20.2
24.3
Other non-cash items - net (0.7 ) (4.5 )
Change in operating assets and liabilities:

Accounts receivable - net 17.2
(8.4 )
Due from affiliates 20.2
(1.1 )
Inventories (10.4 ) 16.4
Prepaid and other current assets 0.1
2.6
Accounts payable, trade (11.3 ) (10.2 )
Due to affiliates (3.2 ) (7.2 )
Accrued and other current liabilities (5.6 ) (3.8 )
Other - net 1.1
(0.6 )
Net cash provided by (used in) operating activities 34.6
(21.5 )
CASH FLOWS FROM INVESTING ACTIVITIES:

Purchase of property, plant and equipment (6.0 ) (10.6 )
Proceeds from sales of property, plant & equipment 0.1
—
Net cash provided by (used in) investing activities (5.9 ) (10.6 )
CASH FLOWS FROM FINANCING ACTIVITIES:

Repayments on term loan (5.0 ) —
Borrowings under revolving credit facilities 121.8
169.6
Repayments under revolving credit facilities (35.8 ) (157.6 )
Other short-term borrowings —
3.4
Net cash provided by (used in) financing activities 81.0
15.4
CHANGE IN CASH, CASH EQUIVALENTS AND RESTRICTED CASH 109.7
(16.7 )
Cash, cash equivalents and restricted cash, beginning of period 39.7
39.7
Cash, cash equivalents and restricted cash, end of period $ 149.4
$ 23.0

Supplemental Cash Flow Information:

Cash paid for:

Interest $ 0.8
$ 0.4
Taxes —
0.1
Non-cash investing activities:

Capital expenditures 1.2
4.0

Impact of ASU 2018-02*


CENTURY ALUMINUM COMPANY
CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY
(in millions)
(Unaudited)
	Preferred stock		Common stock		Additional paid-in capital		Treasury stock, at cost			Accumulated other comprehensive loss			Accumulated deficit			Total shareholders’ equity
Three Months Ended March 31, 2020
Balance, December 31, 2019	$	0.0	$	1.0	$	2,526.5	$	(86.3	)	$	(109.8	)	$	(1,656.4	)	$	675.0
Six months ended June 30, 2019																			Six months ended June 30, 2019
Balance, December 31, 2018																			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*																			Impact of ASU 2018-02*	—		—		—		—		(1.3)		1.3		—
Net income (loss)	—		—		—		—			—			(2.7		)	(2.7		)	Net income (loss)	—		—		—		—		—		(55.3)		(55.3)
Other comprehensive income (loss)	—		—		—		—			1.4			—			1.4			Other comprehensive income (loss)	—		—		—		—		1.3		—		1.3
Share-based compensation	0.0		0.0		0.1		—			—			—			0.1			Share-based compensation	—		0.0		1.3		—		—		—		1.3
Conversion of preferred stock to common stock	0.0		0.0		0.0		—			—			—			—			Conversion of preferred stock to common stock	0.0		0.0		0.0		—		—		—		0.0
Balance, March 31, 2020	$	0.0	$	1.0	$	2,526.6	$	(86.3	)	$	(108.4	)	$	(1,659.1	)	$	673.8
Balance, June 30, 2019																			Balance, June 30, 2019	$	0.0	$	1.0	$	2,524.3	$	(86.3)	$	(98.7)	$	(1,630.9)	$	709.4

Three Months Ended March 31, 2019
Balance, December 31, 2018	$	0.0	$	1.0	$	2,523.0	$	(86.3	)	$	(98.7	)	$	(1,576.8	)	$	762.2
Impact of ASU 2018-02*	—		—		—		—			(1.3		)	1.3			—
Net income (loss)	—		—		—		—			—			(34.6		)	(34.6		)
Other comprehensive income (loss)	—		—		—		—			0.3			—			0.3
Share-based compensation	—		0.0		0.3		—			—			—			0.3
Conversion of preferred stock to common stock	0.0		0.0		0.0		—			—			—			0.0
Balance, March 31, 2019	$	0.0	$	1.0	$	2,523.3	$	(86.3	)	$	(99.7	)	$	(1,610.1	)	$	728.1

* ASU 2018-02. See Note 7. Income Taxes for further information regarding our adoption of ASU 2018-02.

CENTURY ALUMINUM COMPANY

Condensed Notes to the Consolidated Financial Statements

Three and six months ended ~~March 31,~~June 30, 2020 and 2019

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

The accompanying unaudited interim consolidated financial statements of Century Aluminum Company should be read in conjunction with the audited consolidated financial statements for the year ended December 31, 2019. In management’s opinion, the unaudited interim consolidated financial statements reflect all adjustments, which are of a normal and recurring nature, that are necessary for a fair presentation of financial results for the interim periods presented. Operating results for the first ~~three~~six months of 2020 are not necessarily indicative of the results that may be expected for the year ending December 31, 2020. Throughout this Form 10-Q, and unless expressly stated otherwise or as the context otherwise requires, "Century Aluminum," "Century," the "Company," "we," "us," "our" and "ours" refer to Century Aluminum Company and its consolidated subsidiaries.

~~Recently 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 current expected credit loss ("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. See ~~Note 4. 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. Updates are related to intraperiod tax allocation, interim period tax calculations, tax laws or rate changes in interim periods, and income taxes related to employee stock ownership plans. The ASU is effective for fiscal years beginning after December 15, 2020, including interim periods therein and early adoption is permitted. The Company is currently evaluating the impacts of ASU 2019-12 and we do not expect the adoption to have a material effect on the consolidated financial statements.

In March 2020, the Securities and Exchange Commission (“SEC”) issued a final rule that amends the disclosure requirements related toissuers and guarantors of certain registered securities under SEC Regulation S-X Rule ~~3-10 with respect to the disclosure requirements related to issuers and guarantors of guaranteed debt securities.~~3-10. The final rule allows registrants to provide alternative financial disclosures in either the registrant’s MD&A or financial statements, rather than the previous requirement under Rule 3-10, which required condensed consolidating financial information within the financial statements. It also simplifies the requirements in Rule 3-10 that currently must be met for a parent company to qualify for exceptions allowing it to provide alternative disclosures rather than full audited financial statements. The ruling also reduces the periods for which summarized financial information is required to be presented to the most recent (1) annual period and (2) year-to-date interim period. The final rule applies to annual reports on Form 10-K for fiscal years ending after January 4, 2021 and quarterly reports on Form 10-Q for quarterly periods ending after January 4, 2021 and registrants may voluntarily comply with the final rule before the effective date. The Company does not expect the future adoption, which is limited to disclosures only, to have a material effect on the Company’s consolidated financial statements.

2.Related Party Transactions

~~CENTURY ALUMINUM COMPANY~~

~~Condensed Notes to the Consolidated Financial Statements (continued)~~

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

~~(Unaudited)~~

The significant related party transactions occurring during the ~~three~~six months ended ~~March 31,~~June 30, 2020 and 2019 are described below. We believe all of our transactions with ~~Glencore and BHH~~related parties are at prices that approximate market.

As of ~~March 31,~~June 30, 2020, Glencore plc and its affiliates (together "Glencore") beneficially owned 42.9% of Century’s outstanding common stock (46.8% on a fully-diluted basis assuming the conversion of all of the Series A Convertible Preferred Stock) and all of our outstanding Series A Convertible Preferred Stock. See Note 6. Shareholders' Equity for a description of our outstanding Series A Convertible Preferred Stock. From time to time, Century and Glencore enter into various transactions for the purchase and sale of primary aluminum, purchase and sale of alumina, tolling agreements, certain forward financial contracts and loan agreements.

CENTURY ALUMINUM COMPANY

Condensed Notes to the Consolidated Financial Statements (continued)

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

(Unaudited)

For the three months ended ~~March 31,~~June 30, 2020 and 2019, approximately ~~64%~~71.0% and 64.5%, respectively, of our consolidated net sales were made to Glencore, while for the six months ended June 30, 2020 and 2019, we derived 67.6% and 64.0%, respectively, of our consolidated net sales from sales to Glencore.

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

We have also entered into agreements with Glencore pursuant to which we sell certain amounts of alumina at ~~prices that approximate market.~~market-based prices. For the three months and six months ended ~~March 31,~~June 30, 2020, we recorded ~~$0.3~~$0.9 million and $1.2 million of revenue related to alumina sales to ~~Glencore.~~Glencore, respectively. For the three months and six months ended June 30, 2019, we recorded $13.6 million and $21.7 million of revenue related to alumina sales to Glencore, respectively.

Purchases from Glencore

We purchase a portion of our alumina requirements from Glencore. Alumina purchases from Glencore during the ~~three~~six months ended ~~March 31,~~June 30, 2020 were priced based on published alumina and aluminum ~~indices, respectively.~~indices.

Financial contracts with Glencore

We have certain financial contracts with Glencore. See Note 13. Derivatives regarding these forward financial sales contracts.

Hawesville Term Loan

On April 29, 2019, we entered into a loan agreement with Glencore Ltd. pursuant to which the Company borrowed $40.0 million (the "Hawesville Term Loan”). See Note 9. Debt for additional information. Borrowings under the Hawesville Term Loan were used to partially finance the second phase of the Hawesville restart project.

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

Three months ended March 31,
2020 2019
Net sales to Glencore $ 271.0
$ 311.3
Purchases from Glencore 40.2
90.7
Purchases from BHH ⁽¹⁾
—
6.1


	Three months ended June 30,						Six months ended June 30,
	2020		2019		2020		2019
Net sales to Glencore	$	285.6	$	305.0	$	556.6	$	616.4
Purchases from Glencore	33.4		115.6		73.6		206.3
Purchases from BHH ⁽¹⁾	—		8.5		—		14.6

~~CENTURY ALUMINUM COMPANY~~

~~Condensed Notes to the Consolidated Financial Statements (continued)~~

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

~~(Unaudited)~~

⁽¹⁾ We previously owned a 40% interest in Baise Haohai Carbon Co. Ltd. ("BHH") and purchased carbon anodes from them for use in our operations. Purchases represented herein were prior to the divestiture of our interest in BHH onin May ~~22,~~ 2019.

We disaggregate our revenue by geographical region as follows:

Net Sales Three months ended March 31,
2020 2019
United States $ 274.1
$ 325.2
Iceland 147.1
164.8
Total $ 421.2
$ 490.0

CENTURY ALUMINUM COMPANY

Condensed Notes to the Consolidated Financial Statements (continued)

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

(Unaudited)

Trade accounts receivable - net as of ~~March 31,~~June 30, 2020 decreased by ~~$17.3~~$34.2 million from December 31, 2019 due to a decrease in sales resulting from lower regional premiums and realized LME prices, and timing of receivable collections.

4.Fair Value Measurements

We measure certain of our assets and liabilities at fair value. Fair value represents the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date.

The fair value hierarchy provides transparency regarding the inputs we use to measure fair value. We categorize each fair value measurement in its entirety into the following three levels, based on the lowest level input that is significant to the entire measurement:

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

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

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

Recurring Fair Value Measurements As of March 31, 2020
Level 1 Level 2 Level 3 Total
ASSETS:
Cash equivalents $ 89.3
$ —
$ —
$ 89.3
Trust assets ⁽¹⁾
1.3
—
—
1.3
Surety bonds ⁽²⁾
1.9
—
—
1.9
Derivative instruments —
50.5
7.8
58.3
TOTAL $ 92.5
$ 50.5
$ 7.8
$ 150.8

LIABILITIES:
Contingent obligation – net $ —
$ —
$ —
$ —
Derivative instruments —
36.1
3.2
39.3
TOTAL $ —
$ 36.1
$ 3.2
$ 39.3

~~CENTURY ALUMINUM COMPANY~~

~~Condensed Notes to the Consolidated Financial Statements (continued)~~


Recurring Fair Value Measurements	As of June 30, 2020
	Level 1		Level 2		Level 3		Total
ASSETS:
Cash equivalents	$	162.2	$	—	$	—	$	162.2
Trust assets ⁽¹⁾	0.8		—		—		0.8

Derivative instruments	—		28.5		6.1		34.6
TOTAL	$	163.0	$	28.5	$	6.1	$	197.6

LIABILITIES:
Contingent obligation – net	$	—	$	—	$	—	$	—
Derivative instruments	—		14.2		1.5		15.7
TOTAL	$	—	$	14.2	$	1.5	$	15.7

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

~~(Unaudited)~~

Recurring Fair Value Measurements As of December 31, 2019
Level 1 Level 2 Level 3 Total
ASSETS:
Cash equivalents $ 23.3
$ —
$ —
$ 23.3
Trust assets ⁽¹⁾
0.2
—
—
0.2
Surety bonds ⁽²⁾
1.8
—
—
1.8
Derivative instruments —
9.1
10.6
19.7
TOTAL $ 25.3
$ 9.1
$ 10.6
$ 45.0

LIABILITIES:
Contingent obligation – net $ —
$ —
$ —
$ —
Derivative instruments —
1.3
2.9
4.2
TOTAL $ —
$ 1.3
$ 2.9
$ 4.2

⁽¹⁾ Trust assets are currently invested in money market funds. These trust assets are held to fund the non-qualified supplemental executive pension benefit obligations for certain of our officers.

⁽²⁾Surety bonds ~~are currently~~were invested in U.S. treasury bills and represent collateral against our workers' compensation insurance policy.

CENTURY ALUMINUM COMPANY

Condensed Notes to the Consolidated Financial Statements (continued)

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

(Unaudited)

Trust assets ⁽¹⁾

Surety bonds ⁽²⁾

⁽²⁾Surety bonds were invested in U.S. treasury bills and represent collateral against our workers' compensation insurance policy.

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

Level 2 Fair Value Measurements:

Asset / Liability

Level

Valuation Techniques

Inputs

LME forward financial sales contracts

Discounted cash flows

Quoted LME forward market

MWP forward financial sales contracts

Discounted cash flows

Quoted MWP forward market

Fixed for floating swaps

Discounted cash flows

Quoted LME forward market, quoted MWP forward market

Nord Pool power price swaps

Discounted cash flows

Quoted Nord Pool forward market

NYMEX Henry Hub natural gas price swaps

Discounted cash flows

Quoted Henry Hub forward market

MISO Indiana Hub power price swaps

Discounted cash flows

Quoted Indy Hub forward market

FX swaps

Discounted cash flows

Euro/USD forward exchange rate

When valuing Level 3 assets and liabilities, we use certain significant unobservable inputs. Management incorporates various inputs and assumptions including forward commodity prices, commodity price volatility, and macroeconomic conditions, including interest rates and discount rates. Our estimates of significant unobservable inputs are ultimately based on our estimates of risks that market participants would consider when valuing our assets and liabilities.

CENTURY ALUMINUM COMPANY

Condensed Notes to the Consolidated Financial Statements (continued)

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

(Unaudited)

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

Discount rate ⁽¹⁾

Management's estimates of the LME forward market price beyond the quoted periods ⁽²⁾

Estimates of locational margin prices during contract term ⁽³⁾

Estimates of locational margin prices during contract term in megawatt hours (MWh) ⁽³⁾

⁽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.

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

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

Included in net income (loss) ⁽¹⁾

Change in unrealized gains (losses) ⁽¹⁾

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

CENTURY ALUMINUM COMPANY

Condensed Notes to the Consolidated Financial Statements (continued)

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

(Unaudited)

Included in Net Income ⁽²⁾

Transfers into Level 3 ⁽¹⁾

Change in unrealized gains (losses) ⁽²⁾

~~The following table presents the fair value reconciliation of~~⁽¹⁾ Transfer into Level 3 ~~assets~~resulting from derivative contracts entered into during the second quarter of 2019.

⁽²⁾ Gains and ~~liabilities measured at fair value~~losses are presented in the Consolidated Statement of Operations within the line item "Net gain (loss) on ~~a recurring basis.~~

forward and derivative contracts."

Included in net income (loss)⁽²⁾

Transfers out of Level 3 ⁽¹⁾

Change in unrealized gains (losses) ⁽²⁾

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

⁽²⁾ Gains and losses are presented in the Consolidated Statement of Operations within the line item "Net gain (loss) on forward and derivative ~~contracts"~~

⁽¹⁾ ~~Transfer into Level 3 resulting from long term derivative contracts entered into during the first quarter of 2019.~~contracts."

CENTURY ALUMINUM COMPANY

Condensed Notes to the Consolidated Financial Statements (continued)

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

(Unaudited)


For the six months ended June 30, 2019	Level 3 Assets							Level 3 Liabilities
			Nord Pool power price swaps		US LME forward financial sales contracts			Hawesville L4 Power Price Swaps		Iceland LME forward financial sales contracts		FX Swaps
Balance as of January 1, 2019	$	4.7	$	0.3		$	—	$	(0.2)	$	(0.3)
Total realized/unrealized gains (losses)
Included in Net Income ⁽²⁾	(1.0)		6.8			—		(0.1)		(0.3)
Purchases, sales, settlements
Purchases	—		—			—		—		—
Sales	—		—			—		—		—
Settlements	—		—			—		—		—
Transfers into Level 3 ⁽¹⁾	—		(0.2)			(2.7)		—		—
Transfers out of Level 3	(3.7)		—			—		0.3		0.6
Balance as of June 30, 2019	$	—	$	6.9		$	(2.7)	$	—	$	—

Change in unrealized gains (losses) ⁽²⁾	$	(1.0)	$	6.6		$	(2.7)	$	(0.1)	$	(0.3)

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

⁽²⁾ Gains and losses are presented in the Consolidated Statement of Operations within the line item "Net gain (loss) on forward and derivative contracts".

5. Earnings (Loss) Per Share

Basic earnings (loss) per share ("EPS") amounts are calculated by dividing net income (loss) allocated to common stockholders by the weighted average number of common shares outstanding during the period. Diluted EPS amounts assume the issuance of common stock for all potentially dilutive securities.

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


	For the three months ended March 31,															For the three months ended June 30,
	2020							2019								2020										2019
	Net Income (Loss)			Shares (in millions)	Per Share			Net Income (Loss)			Shares (in millions)	Per Share				Net Income (Loss)			Shares (in millions)	Per Share		Net Income (Loss)			Shares (in millions)	Per Share
Net income (loss)	$	(2.7	)					$	(34.6	)					Net income (loss)	$	(26.9)					$	(20.7)
Amount allocated to common stockholders	100.0		%					100.0		%					Amount allocated to common stockholders	100.0		%				100.0		%

Basic and diluted EPS⁽¹⁾	$	(2.7	)	89.3	$	(0.03	)	$	(34.6	)	88.1	$	(0.39	)	Basic and diluted EPS⁽¹⁾	$	(26.9)		89.5	$	(0.30)	$	(20.7)		88.8	$	(0.23)


	For the six months ended June 30,
	2020										2019
	Net Income (Loss)			Shares (in millions)	Per Share		Net Income (Loss)			Shares (in millions)	Per Share
Net income (loss)	$	(29.6)					$	(55.3)
Amount allocated to common stockholders	100.0		%				100.0		%

Basic and diluted EPS⁽¹⁾	$	(29.6)		89.4	$	(0.33)	$	(55.3)		88.5	$	(0.63)

Three months ended March 31,
Securities excluded from the calculation of diluted EPS (in millions)⁽¹⁾:
2020 2019
Share-based compensation 0.4
0.6

CENTURY ALUMINUM COMPANY

Condensed Notes to the Consolidated Financial Statements (continued)

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

(Unaudited)


	Three months ended June 30,			Six months ended June 30,
Securities excluded from the calculation of diluted EPS (in millions)⁽¹⁾:	2020	2019	2020	2019


Share-based compensation	0.6	0.7	0.7	0.6

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

CENTURY ALUMINUM COMPANY

Condensed Notes to the Consolidated Financial Statements (continued)

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

(Unaudited)

6.Shareholders’ Equity


6.	~~Shareholders’ Equity~~

Common Stock

As of ~~March 31,~~June 30, 2020 and December 31, 2019, we had 195,000,000 shares of common stock, $0.01 par value per share, authorized under our Restated Certificate of Incorporation, of which ~~96,647,486~~96,671,355 shares were issued and ~~89,460,965~~89,484,834 shares were outstanding at ~~March 31,~~June 30, 2020; 96,372,182 shares were issued and 89,185,661 shares were outstanding at December 31, 2019.

The rights, preferences and privileges of holders of our common stock are subject to, and may be adversely affected by, the rights of the holders of shares of any series of our preferred stock which are currently outstanding, including our Series A Convertible Preferred Stock, or which we may designate and issue in the future.

Preferred Stock

As of ~~March 31,~~June 30, 2020 and December 31, 2019, we had 5,000,000 shares of preferred stock, $0.01 par value per share, authorized under our Restated Certificate of Incorporation. In 2008, we issued 160,000 shares of our Series A Convertible Preferred Stock. Glencore holds all of the issued and outstanding Series A Convertible Preferred Stock. At ~~March 31,~~June 30, 2020 and December 31, 2019, there were ~~66,141~~66,039 and 67,323 shares of Series A Convertible Preferred Stock outstanding, respectively.

The issuance of common stock under our stock incentive programs, debt exchange transactions and any stock offering that excludes Glencore participation triggers anti-dilution provisions of the preferred stock agreement and results in the automatic conversion of Series A Convertible Preferred Stock shares into shares of common stock. The conversion ratio of preferred to common shares is 100 shares of common stock for each share of preferred stock.

The Common and Preferred Stock table below contains additional information about preferred stock conversions during the ~~three~~six months ended ~~March 31,~~June 30, 2020 and 2019.

Preferred stock Common stock
Common and Preferred Stock Activity (in shares): Series A Convertible Treasury Outstanding
Beginning balance as of December 31, 2019 67,323
7,186,521
89,185,661
Conversion of convertible preferred stock (1,182 ) —
118,146
Issuance for share-based compensation plans —
—
157,158
Ending balance as of March 31, 2020 66,141
7,186,521
89,460,965

Beginning balance as of December 31, 2018 71,967
7,186,521
88,103,440
Conversion of convertible preferred stock (3,023 ) —
302,255
Issuance for share-based compensation plans —
—
402,062
Ending balance as of March 31, 2019 68,944
7,186,521
88,807,757


	Preferred stock	Common stock
Common and Preferred Stock Activity (in shares):	Series A Convertible	Treasury	Outstanding
Beginning balance as of December 31, 2019	67,323	7,186,521	89,185,661
Conversion of convertible preferred stock	(1,284)	—	128,389
Issuance for share-based compensation plans	—	—	170,784
Ending balance as of June 30, 2020	66,039	7,186,521	89,484,834

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

Conversion of convertible preferred stock	(3,392)	—	339,166
Issuance for share-based compensation plans	—	—	451,161
Ending balance as of June 30, 2019	68,575	7,186,521	88,893,767

Stock Repurchase Program

In 2011, our Board of Directors authorized a $60.0 million common stock repurchase program and during the first quarter of 2015, our Board of Directors increased the size of the program by $70.0 million. Under the program, Century is authorized to repurchase up to $130.0 million of our outstanding shares of common stock, from time to time, on the open market at prevailing market prices, in block trades or otherwise. The timing and amount of any shares repurchased will be determined by our management based on its evaluation of market conditions, the trading price of our common stock and other factors. The stock repurchase program may be suspended or discontinued at any time.

Shares of common stock repurchased are recorded at cost as treasury stock and result in a reduction of shareholders’ equity in the consolidated balance sheets. From time to time, treasury shares may be reissued as contributions to our employee benefit plans and for the conversion of convertible preferred stock. When shares are reissued, we use an average cost method for determining cost. The difference between the cost of the shares and the reissuance price is added to or deducted from additional paid-in capital.

CENTURY ALUMINUM COMPANY

Condensed Notes to the Consolidated Financial Statements (continued)

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

(Unaudited)

We have repurchased 7,186,521 shares of common stock under the program for an aggregate purchase price of $86.3 million. We have made 0 repurchases since April 2015 and we have $43.7 million remaining under the repurchase program authorization as of ~~March 31,~~June 30, 2020.


7.	~~Income Taxes~~

7. Income Taxes

We recorded an income tax expense of $0.9 million and tax benefit of $1.6 million for the three months ended June 30, 2020 and 2019, respectively. The change is primarily due to improved operational results from foreign operations in the current quarter. For the six months ended June 30, 2020 and 2019, we recorded an income tax benefit of ~~$2.8~~$1.9 million and ~~$2.9~~$4.4 million, ~~for the three months ended March 31, 2020 and 2019,~~ respectively, which is primarily ~~consisted~~the result of ~~tax benefits on~~overall losses from our foreign operations.

Our income tax benefit or expense is based on an annual effective tax rate forecast, including estimates and assumptions that could change during the year. The application of the accounting requirements for income taxes in interim periods, after consideration of our valuation allowance, causes a significant variation in the typical relationship between income tax expense/benefit and pre-tax accounting income/loss.

As of ~~March 31,~~June 30, 2020, all of Century's U.S. and certain foreign deferred tax assets, net of deferred tax liabilities, continue to be subject to a valuation allowance.

On January 1, 2019, the Company adopted ASU 2018-02, "Income Statement-Reporting Comprehensive Income (Topic 220), Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income," which provides for the reclassification from accumulated other comprehensive income to retained earnings of stranded tax effects resulting from the Tax Cuts and Jobs Act ("the Act"). In accordance with the provisions of ASU 2018-02, $1.3 million of stranded tax effects related to the Act were reclassified from accumulated other comprehensive loss to retained earnings in the first quarter of 2019. This reclassification included the impact of the change in the federal corporate income tax rate and the related federal benefit of state taxes.

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

On March 27, 2020, the Coronavirus Aid, Relief and Economic Security Act (the "CARES Act") was enacted in response to the coronavirus ("COVID-19") pandemic. The CARES Act is aimed at providing assistance and health care for individuals, families, and businesses affected by COVID-19 and generally supporting the U.S. economy. The CARES Act, among other things, includes provisions related to refundable payroll tax credits, deferment of the employer portion of social security payments, net operating loss carryback periods, modifications to the net interest deduction limitations, and technical corrections to tax depreciation methods for qualified improvement property. We ~~are analyzing~~continue to analyze the various aspects of the CARES Act to determine the impact specific provisions may have on us and our operations. As of June 30, 2020, Century does not expect to record material benefits from the CARES Act.


8.	~~Inventories~~

8. Inventories

Inventories consist of the following:

March 31, 2020 December 31, 2019
Raw materials $ 94.8
$ 101.3
Work-in-process 46.8
44.1
Finished goods 38.1
34.3
Operating and other supplies 137.9
140.9
Total inventories $ 317.6
$ 320.6


	June 30, 2020		December 31, 2019
Raw materials	$	81.8	$	101.3
Work-in-process	32.2		44.1
Finished goods	26.1		34.3
Operating and other supplies	134.9		140.9
Total inventories	$	275.0	$	320.6

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

CENTURY ALUMINUM COMPANY

Condensed Notes to the Consolidated Financial Statements (continued)

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

(Unaudited)

Hawesville Term Loan - current portion⁽¹⁾

Hancock County industrial revenue bonds ("IRBs") due April 1, 2028, interest payable quarterly (variable interest rates (not to exceed 12%)) ⁽²⁾

U.S. Revolving Credit Facility ⁽³⁾

Iceland Revolving Credit Facility ⁽⁴⁾

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


	June 30, 2020		December 31, 2019
Debt classified as current liabilities:
Hawesville Term Loan - current portion⁽¹⁾	$	20.0	$	20.0
Hancock County industrial revenue bonds ("IRBs") due April 1, 2028, interest payable quarterly (variable interest rates (not to exceed 12%)) ⁽²⁾	7.8		7.8
U.S. Revolving Credit Facility⁽³⁾	45.0		4.0
Debt classified as non-current liabilities:
Iceland Revolving Credit Facility ⁽⁴⁾	45.0		—
7.5% senior secured notes due June 2021, net of debt discount of $0.5 million and $0.8 million, respectively, interest payable semiannually ⁽⁵⁾	249.5		249.2
Hawesville Term Loan - less current portion⁽¹⁾, principal and interest payable monthly	10.0		20.0
Total	$	377.3	$	301.0

⁽¹⁾ See "Hawesville Term Loan" below. At ~~March 31,~~June 30, 2020, the applicable interest rate was LIBOR of ~~1.68%~~0.4% plus margin of 5.375% and there is 0 interest payable outstanding. As of ~~March 31,~~June 30, 2020, we have made ~~$5.0~~$10.0 million of principal payments and ~~$0.7~~$1.2 million of interest payments.

⁽²⁾ The IRBs are classified as current liabilities because they are remarketed weekly and could be required to be repaid upon demand if there is a failed remarketing. The IRB interest rate at ~~March 31,~~June 30, 2020 was ~~5.63%~~0.39%.

⁽³⁾~~For borrowings that we expect to repay within a month, we generally elect~~We have elected to incur interest at ~~a base rate~~LIBOR plus applicable margin as defined within the agreement. The interest ~~rates~~rate at ~~March 31,~~June 30, 2020 was ~~3.5%~~2.5%.

⁽⁴⁾We have elected to incur interest at a base rate plus applicable margin as defined within the agreement. The interest rate at ~~March 31,~~June 30, 2020 was 3.8%.

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

General. In June 2013, we issued $250.0 million of ~~our~~ 7.5% Notes due June 2021 (the "2021 Notes") in a private offering exempt from the registration requirements of the Securities Act of 1933, as amended. The 2021 Notes ~~were issued at a discount and we received proceeds of $246.3 million, prior to payment of financing fees and related expenses. The 2021 Notes bear~~accrued interest at a rate of 7.5% per annum on the principal amount, payable semi-annually in arrears in cash on June 1st and December 1st of each year. The Notes are senior secured obligations of Century, ranking equally in right of payment with all existing and future senior indebtedness of Century, but effectively senior to unsecured debt to the extent of the value of the collateral. The maturity date for the payment of principal is June 2021.

Fair Value. Fair value for ~~our~~the 2021 Notes, based on the ~~latest~~available trading data, ~~available,~~ was ~~$228.5~~$250.5 million and $244.2 million, as of ~~March 31,~~June 30, 2020 and December 31, 2019, respectively. Although we use quoted market prices for identical debt instruments, the markets on which they trade are not considered to be active and are therefore considered Level 2 fair value measurements.

As disclosed in N ote 15 . Subsequent E vents, on July 1, 2020, we issued $250.0 million in aggregate principal amount of senior secured notes due 2025 (the "2025 Notes"). The 2025 Notes bear interest semi-annually in arrears on January 1 and July 1 of each year, beginning on January 1, 2021, at a rate of (i) 10.00% per annum in cash and (ii) 2.00% per annum in the form of additional notes or in cash, at Century's option. In connection with the offering of the 2025 Notes, we also commenced a cash tender offer to purchase at par any and all of our outstanding 2021 Notes.

Hawesville Term Loan

On April 29, 2019, we entered into a loan agreement with Glencore Ltd. pursuant to which the Company borrowed $40.0 million. Borrowings under the Hawesville Term Loan were used to partially finance the second phase of the Hawesville restart project. The Hawesville Term Loan matures on December 31, 2021 and is to be repaid in twenty-four (24) equal monthly installments of principal, beginning on January 31, 2020. The Hawesville Term Loan bears interest, due monthly, at a floating rate equal to LIBOR plus 5.375% per annum. The Hawesville Term Loan is not secured by any collateral.

CENTURY ALUMINUM COMPANY

Condensed Notes to the Consolidated Financial Statements (continued)

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

(Unaudited)

U.S. Revolving Credit Facility

We and certain of our direct and indirect domestic subsidiaries ("the Borrowers") have a senior secured revolving credit facility with a syndicate of lenders (the "U.S. revolving credit facility"). The U.S. revolving credit facility provides for borrowings of up to $175.0 million in the aggregate, including up to $110.0 million under a letter of credit sub-facility, and also includes an uncommitted accordion feature whereby borrowers may increase the capacity of the U.S. revolving credit facility by up to $50.0 million, subject to agreement with the lenders.

~~The~~ In connection with the offering of the 2025 Notes, on June 17, 2020, we entered into Amendment No.1 to our U.S. revolving credit facility matures on the earlier of May 2023 or six months before the stated maturity of our outstanding senior secured notes. Based on the current maturity date for our outstanding secured notes of June 1, 2021,extending the maturity date ~~for~~of the U.S. revolving credit facility ~~would be December 1, 2020. Upon a refinancing of our secured notes, the maturity date of our U.S. revolving credit facility will extend~~ to May 16, 2023. Amendment No.1 became effective on July 1, 2020, upon the closing of the offering of the 2025 Notes.

Any letters of credit issued and outstanding under the U.S. revolving credit facility reduce our borrowing availability on a dollar-for-dollar basis. At ~~March 31,~~June 30, 2020, there were $45.0 million in outstanding borrowings under our U.S. revolving credit facility. Principal payments, if any, are due upon maturity of the U.S. revolving credit facility and may be prepaid without penalty. The U.S revolving credit facility contains a springing financial covenant that requires us to maintain a fixed charge coverage ratio of at least 1.0 to 1.0 any time availability under the U.S revolving credit facility is less than or equal to the lower of $17.5 million or 10% of the borrowing base but not less than $12.5 million. As of June 30, 2020, we were in compliance with all such covenants or maintained availability above such covenant triggers.

Status of our U.S. revolving credit facility: March 31, 2020
Credit facility maximum amount $ 175.0
Borrowing availability 133.8
Outstanding letters of credit issued 38.3
Outstanding borrowings 45.0
Borrowing availability, net of outstanding letters of credit and borrowings 50.5


Status of our U.S. revolving credit facility:	June 30, 2020
Credit facility maximum amount	$	175.0
Borrowing availability	106.2
Outstanding letters of credit issued	42.9
Outstanding borrowings	45.0
Borrowing availability, net of outstanding letters of credit and borrowings	18.3

Status of our Iceland revolving credit facility: March 31, 2020
Credit facility maximum amount $ 50.0
Borrowing availability 50.0
Outstanding letters of credit issued —
Outstanding borrowings 45.0
Borrowing availability, net of borrowings 5.0


Status of our Iceland revolving credit facility:	June 30, 2020
Credit facility maximum amount	$	50.0
Borrowing availability	50.0
Outstanding letters of credit issued	—
Outstanding borrowings	45.0
Borrowing availability, net of borrowings	5.0

CENTURY ALUMINUM COMPANY

Condensed Notes to the Consolidated Financial Statements (continued)

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

(Unaudited)

10.Commitments and Contingencies

We have pending against us or may be subject to various lawsuits, claims and proceedings related primarily to employment, commercial, stockholder, environmental, safety and health matters and are involved in other matters that may give rise to contingent liabilities. While the results of such matters and claims cannot be predicted with certainty, we believe that the ultimate outcome of any such matters and claims will not have a material adverse impact on our financial condition, results of operations or liquidity. However, because of the nature and inherent uncertainties of litigation and estimating liabilities, should the resolution or outcome of these actions be unfavorable, our business, financial condition, results of operations and liquidity could be materially and adversely affected.

In evaluating whether to accrue for losses associated with legal or environmental contingencies, it is our policy to take into consideration factors such as the facts and circumstances asserted, our historical experience with contingencies of a similar nature, the likelihood of our prevailing and the severity of any potential loss. For some matters, no accrual is established because we have assessed our risk of loss to be remote. Where the risk of loss is probable and the amount of the loss can be reasonably estimated, we record an accrual, either on an individual basis or with respect to a group of matters involving similar claims, based on the factors set forth above. While we regularly review the status of, and our estimates of potential liability associated with, contingencies to determine the adequacy of any associated accruals and related disclosures, the ultimate amount of loss may differ from our estimates.

In July 2006, we were named as a defendant, together with certain affiliates of Alcan Inc., in a lawsuit brought by Alcoa Inc. seeking to determine responsibility for certain environmental indemnity obligations related to the sale of a cast aluminum plate manufacturing facility located in Vernon, California, which we purchased from Alcoa Inc. in December 1998, and sold to Alcan Rolled Products-Ravenswood LLC in July 1999. The complaint also seeks costs and attorney fees. The matter was stayed by the court in 2008 to allow for the remediation of environmental areas at the site. On June 30, 2016, the U.S. District Court for the District of Delaware ordered the stay lifted and reopened the case. Discovery was completed in the third quarter of 2019. Trial was bifurcated and moved from March 2020 to November 2020 for Comprehensive Environmental Response, Compensation, and Liability Act ("CERCLA") issues and to February 2021 for questions of fact. At this stage, we cannot predict the ultimate outcome of this action or estimate a range of reasonably possible losses related to this matter.

In November 2009, Century Aluminum of West Virginia ("CAWV") filed a class action complaint for declaratory judgment against the United Steel, Paper and Forestry, Rubber, Manufacturing, Energy, Allied Industrial and Service Workers International Union ("USW"), the USW’s local and certain CAWV retirees, individually and as class representatives ("CAWV Retirees"), seeking a declaration of CAWV’s rights to modify/terminate retiree medical benefits. Later in November 2009, the USW and representatives of a retiree class filed a separate suit against CAWV, Century Aluminum Company, Century Aluminum Master Welfare Benefit Plan, and various John Does with respect to the foregoing.

CENTURY ALUMINUM COMPANY

Condensed Notes to the Consolidated Financial Statements (continued)

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

(Unaudited)

In 2013, we entered into a settlement agreement with the Pension Benefit Guarantee Corporation ("PBGC") regarding an alleged "cessation of operations" at our Ravenswood facility. Pursuant to the terms of the agreement, we agreed to make additional contributions (above any minimum required contributions) to our defined benefit pension plans totaling approximately $17.4 million. Under certain circumstances, in periods of lower primary aluminum prices relative to our cost of operations, we are able to defer one or more of these payments, provided that we provide the PBGC with acceptable security for such deferred payments. We did ~~not~~0t make any contributions for the ~~three~~six month periods ended ~~March 31,~~June 30, 2020 and 2019. We have elected to defer certain payments under the PBGC agreement and have provided the PBGC with the appropriate security. The remaining contributions under this agreement are approximately $9.6 million.

We are a party to a United States Environmental Protection Agency Administrative Order on Consent (the "Order") pursuant to which certain past and present owners of an alumina refining facility at St. Croix, Virgin Islands (the "St. Croix Alumina Refinery") have agreed to carry out a Hydrocarbon Recovery Plan to remove and manage hydrocarbons floating on groundwater underlying the facility. Pursuant to the Hydrocarbon Recovery Plan, recovered hydrocarbons and groundwater are delivered to the adjacent petroleum refinery where they are received and managed. At this time, we are not able to estimate the amount of any future potential payments under this indemnification to comply with the Order, but we do not anticipate that any such amounts will have a material adverse effect on our financial condition, results of operations or liquidity, regardless of the final outcome.

In December 2010, Century was among several defendants named in a lawsuit filed by plaintiffs who either worked, resided or owned property in the area downwind from the St. Croix Alumina Refinery. In March 2011, Century was also named a defendant in a nearly identical suit brought by certain additional plaintiffs. The plaintiffs in both suits allege damages caused by the presence of red mud and other particulates coming from the alumina facility and are seeking unspecified monetary damages, costs and attorney fees as well as certain injunctive relief. We tendered indemnity and defense to St. Croix Alumina LLC and Alcoa Alumina & Chemical LLC under the terms of an acquisition agreement relating to the facility and have filed motions to dismiss plaintiffs’ claims. In August 2015, the Superior Court of the Virgin Islands, Division of St. Croix denied the motions to dismiss but ordered all plaintiffs to refile individual complaints. On February 28, 2018, plaintiffs in both cases filed a Motion for Voluntary Dismissal of Century without prejudice to refiling. At this time, it is not possible to predict the ultimate outcome of or to estimate a range of reasonably possible losses for any of the foregoing actions relating to the St. Croix Alumina Refinery.

Sebree has a power supply arrangement with Kenergy and EDF which provides market-based power to the Sebree smelter. Similar to the arrangement at Hawesville, the power companies purchase power on the open market and pass it through to Sebree at MISO pricing plus transmission and other costs. The power supply arrangement with Kenergy has an effective term through December 2023. The arrangement with EDF to act as our market participant with MISO has an effective term through May 2021. Each of these agreements provides for automatic extension on a year-to-year basis unless a one year notice is given.

CENTURY ALUMINUM COMPANY

Condensed Notes to the Consolidated Financial Statements (continued)

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

(Unaudited)

Mt. Holly has a power supply arrangement pursuant to which 25% of the Mt. Holly load is served from the South Carolina Public Service Authority’s ("Santee Cooper") generation at a cost-based industrial rate and 75% of the Mt. Holly load is sourced from a supplier that is outside Santee Cooper’s service territory at market prices that are tied to natural gas prices. The agreement with Santee Cooper has a term through December 31, 2020 and can be terminated by Mt. Holly on 120 days' notice. The agreement with the other power supplier has a term through December 31, 2020 and may be terminated by Mt. Holly on 60 days’ notice.

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

The bargaining unit employees at our Grundartangi, Vlissingen, Hawesville and Sebree facilities are represented by labor unions, representing approximately ~~65%~~67% of our total workforce.

Approximately ~~86%~~87% of Grundartangi’s work force is represented by 5 labor unions, governed by a labor agreement that establishes wages and work rules for covered employees. This agreement expired on December 31, 2019. Since such time we have been operating under the terms of the expired agreement while we engage in negotiations with the unions regarding the terms of a new agreement.

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

Approximately ~~57%~~56% of our U.S. based work force is represented by USW. The labor agreement for Hawesville employees is effective through April 1, 2021. Century Sebree's labor agreement with the USW for its employees is effective through October 28, 2023. Mt. Holly employees are not represented by a labor union.

CENTURY ALUMINUM COMPANY

Condensed Notes to the Consolidated Financial Statements (continued)

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

(Unaudited)

11.Components of Accumulated Other Comprehensive Loss

Income tax effect ⁽¹⁾

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

Impact of ASU 2018-02 ⁽²⁾

Impact of ASU 2018-02 ⁽¹⁾

⁽²⁾⁽¹⁾ ASU 2018-02. See Note 7. Income Taxes for further information regarding our adoption of ASU 2018-02.

CENTURY ALUMINUM COMPANY

Condensed Notes to the Consolidated Financial Statements (continued)

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

(Unaudited)

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

As of ~~March 31,~~June 30, 2020, we had an open position of ~~145,402~~104,740 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 ~~117,000~~151,500 tonnes related to Midwest Premium ("MWP") forward financial sales contracts to fix the forward MWP price. These contracts are expected to settle through December 2021. We have also entered into LME and MWP financial contracts with various counterparties to offset fixed price sales arrangements with certain of our customers (“fixed for floating swaps”) to remain exposed to the LME and MWP aluminum prices. As of June 30, 2020, we had an open position related to such arrangements of 14,596 tonnes that will settle at various dates through October 2021.

CENTURY ALUMINUM COMPANY

Condensed Notes to the Consolidated Financial Statements (continued)

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

(Unaudited)

We have entered into financial contracts to fix the forward price for power related to the expected production of Line 4 at Hawesville for the period of January 2020 through December 2020 ("Hawesville L4 power price swaps"). As of ~~March 31,~~

~~CENTURY ALUMINUM COMPANY~~

~~Condensed Notes to the Consolidated Financial Statements (continued)~~

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

~~(Unaudited)~~

June 30, 2020, we had an open position of ~~592,920~~395,280 MWh. The Hawesville L4 power price swaps are expected to settle monthly ~~over the term of the contracts.~~through December 2020.

We have entered into financial contracts to hedge ~~approximately 50%~~a portion of our exposure at our U.S operations to the MISO Indiana Hub (“MISO Indiana Hub power price swaps”) and the NYMEX Henry Hub (“NYMEX Henry Hub natural gas price swaps”) ~~for the period of April 2020 through September 2020.~~. The natural gas volume is measured per million British Thermal Units ("mmBTU"). As of ~~March 31,~~June 30, 2020, we had an open position of ~~2,340,000~~1,170,000 mmBTU related to the NYMEX Henry Hub natural gas price swaps and an open position of ~~1,471,320~~735,660 MWh related to the MISO Indiana Hub power price swaps. Both the NYMEX Henry Hub natural gas price swaps and MISO Indiana power price swaps are expected to settle monthly ~~over the term of the contracts.~~

We have 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 prices. As of March 31, 2020, we had an open position related to such arrangements of 15,271 tonnes that will settle at various dates through ~~June 2021.~~September 2020.

We have entered into financial contracts to hedge ~~approximately all~~a portion of Grundartangi's exposure to the Nord Pool power market ~~through December 2020 and 50% of Grundartangi's exposure to the Nord Pool power market through December 2021~~ (“Nord Pool power price swaps”)~~, respectively.~~. As of ~~March 31,~~June 30, 2020, we had an open position of ~~1,693,958~~1,340,992 MWh related to the Nord Pool power price swaps. The Nord Pool power price swaps are expected to settle monthly through December 2021. Because the Nord Pool power price swaps are settled in ~~euros,~~Euros, we have entered into financial contracts to hedge the risk of fluctuations associated with the ~~euro~~Euro ("FX swaps"). As of ~~March 31,~~June 30, 2020, we had an open position related to the FX swaps of ~~€44.6~~€35.6 million that will settle monthly through December 2021.

Commodity contracts⁽¹⁾

Foreign exchange contracts⁽²⁾

Commodity contracts ⁽¹⁾

Commodity contracts⁽¹⁾

Foreign exchange contracts⁽²⁾


	Liability Fair Value
	June 30, 2020		December 31, 2019
Commodity contracts ⁽¹⁾	$	15.3	$	3.6
Foreign exchange contracts⁽²⁾	0.4		0.6
Total	$	15.7	$	4.2

CENTURY ALUMINUM COMPANY

Condensed Notes to the Consolidated Financial Statements (continued)

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

(Unaudited)

Commodity contracts⁽³⁾

Three months ended March 31,
2020 2019
Commodity contracts⁽³⁾
$ 9.0
$ (5.5 )
Foreign exchange contracts (5.2 ) (0.2 )
Total $ 3.8
$ (5.7 )

CENTURY ALUMINUM COMPANY

Condensed Notes to the Consolidated Financial Statements (continued)

(amounts in millions)

(Unaudited)

14.Condensed Consolidating Financial Information

The Company has filed a Registration Statement on Form S-3 (the "Universal Shelf Registration Statement") with the Securities and Exchange Commission pursuant to which the Company may, from time to time, offer an indeterminate amount of securities, which may include securities that are guaranteed by certain of the Company's subsidiaries. The condensed consolidated financial information below is presented herein pursuant to the Universal Shelf Registration Statement. We have not issued any debt securities pursuant to the Universal Shelf Registration Statement.

"Guarantor Subsidiaries" refers to all of our material domestic subsidiaries except for Nordural US LLC, Century Aluminum Development LLC and Century Aluminum of West Virginia, Inc. The Guarantor Subsidiaries are 100% owned by Century. All guarantees will be full and unconditional; all guarantees will be joint and several. Our foreign subsidiaries, together with Nordural US LLC, Century Aluminum Development LLC and Century Aluminum of West Virginia, Inc., are collectively referred to as the “Non-Guarantor Subsidiaries”. We allocate corporate expenses or income to our subsidiaries and charge interest on certain intercompany balances.

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

~~CENTURY ALUMINUM COMPANY~~

~~Condensed Notes to the Consolidated Financial Statements (continued)~~

~~(amounts in millions)~~

~~(Unaudited)~~29

CENTURY ALUMINUM COMPANY

Condensed Notes to the Consolidated Financial Statements (continued)

(amounts in millions)

(Unaudited)

CENTURY ALUMINUM COMPANY

Condensed Notes to the Consolidated Financial Statements (continued)

(amounts in millions)

(Unaudited)



Condensed Consolidating Statements of Comprehensive Income (Loss)
For the three months ended June 30, 2019
	The Company		Combined Guarantor Subsidiaries		Combined Non-Guarantor Subsidiaries		Consolidating Adjustments		Total Consolidated
NET SALES:
Related parties	$	—	$	147.4	$	157.6	$	—	$	305.0
Other customers	—		162.2		5.9		—		168.1
Total net sales	—		309.6		163.5		—		473.1
Cost of goods sold	—		306.0		171.2		—		477.2
Gross profit (loss)	—		3.6		(7.7)		—		(4.1)
Selling, general and administrative expenses	11.5		—		0.4		—		11.9
Other operating (income) expense - net	—		—		0.3		—		0.3
Operating income (loss)	(11.5)		3.6		(8.4)		—		(16.3)
Interest expense - term loan	(0.6)		—		—		—		(0.6)
Interest expense	(5.3)		(0.4)		(0.1)		—		(5.8)
Intercompany interest	8.7		2.5		(11.2)		—		—
Interest income	0.1		—		0.1		—		0.2
Net gain (loss) on forward and derivative contracts	4.8		0.3		1.0		—		6.1
Other income (expense) - net	—		(1.3)		(0.4)		—		(1.7)
Income (loss) before income taxes and equity in earnings of joint ventures	(3.8)		4.7		(19.0)		—		(18.1)
Income tax (expense) benefit	(0.1)		—		1.7		—		1.6
Income (loss) before equity in earnings of joint ventures	(3.9)		4.7		(17.3)		—		(16.5)
Loss on Sale of BHH	—		—		(4.3)				(4.3)
Equity in earnings (loss) of joint ventures	(16.8)		(0.6)		0.1		17.4		0.1
Net income (loss)	(20.7)		4.1		(21.5)		17.4		(20.7)
Other comprehensive income (loss) before income tax effect	1.2		0.3		1.2		(1.5)		1.2
Income tax effect	(0.2)		—		—		—		(0.2)
Other comprehensive income	1.0		0.3		1.2		(1.5)		1.0
Total comprehensive income (loss)	$	(19.7)	$	4.4	$	(20.3)	$	15.9	$	(19.7)

Condensed Consolidating Balance Sheet
As of March 31, 2020
The Company Combined Guarantor Subsidiaries Combined Non-Guarantor Subsidiaries Consolidating Adjustments Total Consolidated
Cash & cash equivalents $ 82.5
$ 0.2
$ 64.9
$ —
$ 147.6
Restricted cash —
1.8
—
—
1.8
Accounts receivable - net 2.2
49.6
1.1
—
52.9
Due from affiliates 7.5
9.6
0.7
—
17.8
Inventories —
187.9
129.7
—
317.6
Derivative Assets 32.7
—
—
—
32.7
Prepaid and other current assets 4.9
0.5
8.0
—
13.4
Total current assets 129.8
249.6
204.4
—
583.8
Property, plant and equipment - net 16.5
332.8
586.1
—
935.4
Investment in subsidiaries 583.4
63.3
—
(646.7 ) —
Due from affiliates - long term 734.3
570.0
5.1
(1,304.3 ) 5.1
Other assets 44.7
3.9
18.2
—
66.8
TOTAL $ 1,508.7
$ 1,219.6
$ 813.8
$ (1,951.0 ) $ 1,591.1

Accounts payable, trade $ 3.8
$ 58.1
$ 25.2
$ —
$ 87.1
Due to affiliates —
11.1
18.4
—
29.5
Accrued and other current liabilities 17.1
18.4
15.1
—
50.6
Derivative Liabilities 15.5
—
19.0
—
34.5
Accrued employee benefits costs 1.9
7.7
0.8
—
10.4
Term loan - current 20.0
—
—
—
20.0
U.S. Revolving credit facility 45.0
—
—
—
45.0
Industrial revenue bonds —
7.8
—
—
7.8
Total current liabilities 103.3
103.1
78.5
—
284.9
Senior notes payable 249.3
—
—
—
249.3
Term loan - less current portion 15.0
—
—
—
15.0
Iceland Revolving credit facility —
—
45.0
—
45.0
Accrued pension benefits costs - less current portion 24.8
26.8
7.7
—
59.3
Accrued postretirement benefits costs - less current portion 1.0
97.3
1.8
—
100.1
Due to affiliates - long term 432.2
320.2
551.9
(1,304.3 ) —
Other liabilities 3.9
21.4
21.8
—
47.1
Leases - right of use liabilities 5.4
0.1
16.4
—
21.9
Deferred taxes —
0.4
94.3
—
94.7
Total noncurrent liabilities 731.6
466.2
738.9
(1,304.3 ) 632.4
Preferred stock 0.0
—
—
—
0.0
Common stock 1.0
—
0.1
(0.1 ) 1.0
Other shareholders' equity 672.8
650.3
(3.7 ) (646.6 ) 672.8
Total shareholders' equity 673.8
650.3
(3.6 ) (646.7 ) 673.8
TOTAL $ 1,508.7
$ 1,219.6
$ 813.8
$ (1,951.0 ) $ 1,591.1

CENTURY ALUMINUM COMPANY

Condensed Notes to the Consolidated Financial Statements (continued)

(amounts in millions)

(Unaudited)



Condensed Consolidating Statements of Comprehensive Income (Loss)
For the six months ended June 30, 2020
	The Company		Combined Guarantor Subsidiaries		Combined Non-Guarantor Subsidiaries		Consolidating Adjustments		Total Consolidated
NET SALES:
Related parties	$	—	$	304.1	$	252.5	$	—	$	556.6
Other customers	—		217.8		48.7		—		266.5
Total net sales	—		521.9		301.2		—		823.1
Cost of goods sold	—		547.3		284.0		—		831.3
Gross profit (loss)	—		(25.4)		17.2		—		(8.2)
Selling, general and administrative expenses	19.9		—		0.8		—		20.7
Other operating (income) expense - net	—		—		0.5		—		0.5
Operating income (loss)	(19.9)		(25.4)		15.9		—		(29.4)
Interest expense - term loan	(1.2)		—		—		—		(1.2)
Interest expense	(10.5)		(0.8)		(0.6)		—		(11.9)
Intercompany interest	16.5		5.4		(21.9)		—		—
Interest income	0.3		—		0.2		—		0.5
Net gain (loss) on forward and derivative contracts	30.7		0.7		(23.9)		—		7.5
Other income (expense) - net	0.2		0.6		2.2		—		3.0
Income (loss) before income taxes and equity in earnings of joint ventures	16.1		(19.5)		(28.1)		—		(31.5)
Income tax benefit (expense)	1.0		—		0.9		—		1.9
Income (loss) before equity in earnings of joint ventures	17.1		(19.5)		(27.2)		—		(29.6)
Equity in earnings (loss) of joint ventures	(46.7)		2.4		—		44.3		0.0
Net income (loss)	(29.6)		(17.1)		(27.2)		44.3		(29.6)
Other comprehensive income before income tax effect	2.7		1.5		0.9		(2.4)		2.7
Income tax effect	(0.6)		—		—		—		(0.6)
Other comprehensive income	2.1		1.5		0.9		(2.4)		2.1
Total comprehensive income (loss)	$	(27.5)	$	(15.6)	$	(26.3)	$	41.9	$	(27.5)

Condensed Consolidating Balance Sheet
As of December 31, 2019
The Company Combined Guarantor Subsidiaries Combined Non-Guarantor Subsidiaries Consolidating Adjustments Total Consolidated
Cash & cash equivalents $ 0.3
$ 0.1
$ 38.5
$ —
$ 38.9
Restricted cash —
0.8
—
—
0.8
Accounts receivable - net 0.7
64.1
5.3
—
70.1
Due from affiliates —
10.9
19.2
—
30.1
Inventories —
205.5
115.1
—
320.6
Derivative Assets 12.2
—
2.4
—
14.6
Prepaid and other current assets 3.0
2.8
6.4
—
12.2
Total current assets 16.2
284.2
186.9
—
487.3
Property, plant and equipment - net 17.2
334.8
597.2
—
949.2
Investment in subsidiaries 609.5
62.7
—
(672.2 ) —
Due from affiliates - long term 749.5
537.9
5.1
(1,292.0 ) 0.5
Other assets 38.1
5.7
18.9
—
62.7
TOTAL $ 1,430.5
$ 1,225.3
$ 808.1
$ (1,964.2 ) $ 1,499.7

Accounts payable, trade $ 2.3
$ 66.2
$ 28.6
$ —
$ 97.1
Due to affiliates —
2.2
30.7
—
32.9
Accrued and other current liabilities 23.5
27.3
14.7
—
65.5
Accrued employee benefits costs 1.9
7.7
0.8
—
10.4
Hawesville term loan 20.0
—
—
—
20.0
Industrial revenue bonds —
7.8
—
—
7.8
Total current liabilities 47.7
111.2
74.8
—
233.7
Senior notes payable 249.2
—
—
—
249.2
Hawesville term loan - less current portion 20.0
—
—
—
20.0
Accrued pension benefits costs - less current portion 25.1
27.3
8.4
—
60.8
Accrued postretirement benefits costs - less current portion 1.1
97.8
1.8
—
100.7
Leases - right of use liabilities 5.5
0.4
16.9
—
22.8
Other liabilities 3.5
22.2
16.7
—
42.4
Due to affiliates - long term 403.4
315.9
572.7
(1,292.0 ) —
Deferred taxes —
0.4
94.7
—
95.1
Total noncurrent liabilities 707.8
464.0
711.2
(1,292.0 ) 591.0
Preferred stock 0.0
—
—
—
0.0
Common stock 1.0
0.0
0.1
(0.1 ) 1.0
Other shareholders' equity 674.0
650.1
22.0
(672.1 ) 674.0
Total shareholders' equity 675.0
650.1
22.1
(672.2 ) 675.0
TOTAL $ 1,430.5
$ 1,225.3
$ 808.1
$ (1,964.2 ) $ 1,499.7

CENTURY ALUMINUM COMPANY

Condensed Notes to the Consolidated Financial Statements (continued)

(amounts in millions)

(Unaudited)



Condensed Consolidating Statements of Comprehensive Income (Loss)
For the six months ended June 30, 2019
	The Company		Combined Guarantor Subsidiaries		Combined Non-Guarantor Subsidiaries		Consolidating Adjustments		Total Consolidated
NET SALES:
Related parties	$	—	$	299.9	$	316.5	$	—	$	616.4
Other customers	—		334.9		11.9		—		346.8
Total net sales	—		634.8		328.4		—		963.2
Cost of goods sold	—		633.2		346.9		—		980.1
Gross profit (loss)	—		1.6		(18.5)		—		(16.9)
Selling, general and administrative expenses	25.6		—		1.0		—		26.6
Other operating (income) expense - net	—		—		0.6		—		0.6
Operating income (loss)	(25.6)		1.6		(20.1)		—		(44.1)
Interest expense - term loan	(0.6)		—		—		—		(0.6)
Interest expense	(10.8)		(0.8)		(0.1)		—		(11.7)
Intercompany interest	17.4		5.0		(22.4)		—		—
Interest income	0.1		—		0.3		—		0.4
Net gain (loss) on forward and derivative contracts	0.1		0.7		(0.4)		—		0.4
Other income (expense) - net	0.9		(1.9)		0.5		—		(0.5)
Income (loss) before income taxes and equity in earnings of joint ventures	(18.5)		4.6		(42.2)		—		(56.1)
Income tax benefit (expense)	0.9		—		3.5		—		4.4
Income (loss) before equity in earnings of joint ventures	(17.6)		4.6		(38.7)		—		(51.7)
Loss on sale of BHH	—		—		(4.3)		—		(4.3)
Equity in earnings (loss) of joint ventures	(37.7)		(0.3)		0.7		38.0		0.7
Net income (loss)	(55.3)		4.3		(42.3)		38.0		(55.3)
Other comprehensive income before income tax effect	1.8		0.9		1.5		(2.4)		1.8
Income tax effect	(0.5)		—		—		—		(0.5)
Other comprehensive income	1.3		0.9		1.5		(2.4)		1.3
Total comprehensive income (loss)	$	(54.0)	$	5.2	$	(40.8)	$	35.6	$	(54.0)

Condensed Consolidating Statement of Cash Flows
For the three months ended March 31, 2020
The Company Combined Guarantor Subsidiaries Combined Non-Guarantor Subsidiaries Consolidating Adjustments Total Consolidated
Net cash provided by (used in) operating activities $ (13.0 ) $ 34.1
$ 13.5
$ —
$ 34.6
Purchase of property, plant and equipment (0.1 ) (5.6 ) (0.3 ) —
(6.0 )
Proceeds from sale of property, plant, and equipment —
—
0.1
—
0.1
Intercompany transactions 30.5
(29.4 ) (0.1 ) (1.0 ) —
Net cash provided by (used in) investing activities 30.4
(35.0 ) (0.3 ) (1.0 ) (5.9 )
Repayments on term loan (5.0 ) —
—
—
(5.0 )
Borrowings under revolving credit facilities 76.8
—
45.0
—
121.8
Repayments under revolving credit facilities (35.8 ) —
—
—
(35.8 )
Intercompany transactions 28.9
1.9
(31.8 ) 1.0
—
Net cash provided by (used in) financing activities 64.9
1.9
13.2
1.0
81.0
CHANGE IN CASH, CASH EQUIVALENTS AND RESTRICTED CASH 82.3
1.0
26.4
—
109.7
Cash, cash equivalents and restricted cash, beginning of period 0.2
1.0
38.5
—
39.7
Cash, cash equivalents and restricted cash, end of period $ 82.5
$ 2.0
$ 64.9
$ —
$ 149.4

CENTURY ALUMINUM COMPANY

Condensed Notes to the Consolidated Financial Statements (continued)

(amounts in millions)

(Unaudited)



Condensed Consolidating Balance Sheets
As of June 30, 2020
	The Company		Combined Guarantor Subsidiaries		Combined Non-Guarantor Subsidiaries		Consolidating Adjustments		Total Consolidated
Cash & cash equivalents	$	103.7	$	0.2	$	70.2	$	—	$	174.1
Restricted cash	—		1.8		1.9		—		3.7
Accounts receivable - net	3.6		31.4		0.9		—		35.9
Due from affiliates	1.9		7.5		0.4		—		9.8
Inventories	—		168.7		106.3		—		275.0
Derivative Assets	18.3		—		—		—		18.3
Prepaid and other current assets	4.5		1.0		9.1		—		14.6
Total current assets	132.0		210.6		188.8		—		531.4
Property, plant and equipment - net	15.7		327.7		575.6		—		919.0
Investment in subsidiaries	568.3		65.1		—		(633.4)		—
Due from affiliates - less current portion	736.2		599.6		5.3		(1,337.2)		3.9
Other assets	48.1		3.7		17.9		—		69.7
TOTAL	$	1,500.3	$	1,206.7	$	787.6	$	(1,970.6)	$	1,524.0

Accounts payable, trade	$	2.5	$	62.2	$	23.0	$	—	$	87.7
Due to affiliates	—		1.8		—		—		1.8
Accrued and other current liabilities	26.2		22.6		28.1		—		76.9
Accrued employee benefits costs	1.9		7.7		0.8		—		10.4
Term loan - current	20.0		—		—		—		20.0
U.S revolving credit facility	45.0		—		—		—		45.0
Industrial revenue bonds	—		7.8		—		—		7.8
Total current liabilities	95.6		102.1		51.9		—		249.6
Senior notes payable	249.5		—		—		—		249.5
Term loan - less current portion	10.0		—		—		—		10.0
Iceland revolving credit facility	—		—		45.0		—		45.0
Accrued pension benefits costs - less current portion	24.4		26.0		7.3		—		57.7
Accrued postretirement benefits costs - less current portion	1.0		96.5		1.8		—		99.3
Due to affiliates - long term	459.5		320.0		557.7		(1,337.2)		—
Other liabilities	6.3		23.9		17.6		—		47.8
Leases - right of use liabilities	5.3		0.0		16.4		—		21.7
Deferred taxes	—		0.3		94.4		—		94.7
Total noncurrent liabilities	756.0		466.7		740.2		(1,337.2)		625.7
Preferred stock	0.0		—		—		—		0.0
Common stock	1.0		—		—		—		1.0
Other shareholders' equity	647.7		637.9		(4.5)		(633.4)		647.7
Total shareholders' equity	648.7		637.9		(4.5)		(633.4)		648.7
TOTAL	$	1,500.3	$	1,206.7	$	787.6	$	(1,970.6)	$	1,524.0

Condensed Consolidating Statement of Cash Flows
For the three months ended March 31, 2019
The Company Combined Guarantor Subsidiaries Combined Non-Guarantor Subsidiaries Consolidating Adjustments Total Consolidated
Net cash provided by (used in) operating activities $ (17.6 ) $ (5.3 ) $ 1.4
$ —
$ (21.5 )
Purchase of property, plant and equipment (0.6 ) (6.8 ) (3.2 ) —
(10.6 )
Intercompany transactions (15.2 ) (17.7 ) 0.1
32.8
—
Net cash provided by (used in) investing activities (15.8 ) (24.5 ) (3.1 ) 32.8
(10.6 )
Borrowings under revolving credit facilities 169.6
—
—
—
169.6
Repayments under revolving credit facilities (157.6 ) —
—
—
(157.6 )
Debt issuance costs 3.4
—
—
—
3.4
Intercompany transactions 17.8
29.9
(14.9 ) (32.8 ) —
Net cash provided by (used in) financing activities 33.2
29.9
(14.9 ) (32.8 ) 15.4
CHANGE IN CASH, CASH EQUIVALENTS AND RESTRICTED CASH (0.2 ) 0.1
(16.6 ) —
(16.7 )
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 $ (0.1 ) $ 0.9
$ 22.2
$ —
$ 23.0

CENTURY ALUMINUM COMPANY

Condensed Notes to the Consolidated Financial Statements (continued)

(amounts in millions)

(Unaudited)



Condensed Consolidating Balance Sheets
As of December 31, 2019
	The Company		Combined Guarantor Subsidiaries		Combined Non-Guarantor Subsidiaries		Consolidating Adjustments		Total Consolidated
Cash & cash equivalents	$	0.3	$	0.1	$	38.5	$	—	$	38.9
Restricted cash	—		0.8		—		—		0.8
Accounts receivable - net	0.7		64.1		5.3		—		70.1
Due from affiliates	—		10.9		19.2		—		30.1
Inventories	—		205.5		115.1		—		320.6
Derivative Assets	12.2		—		2.4		—		14.6
Prepaid and other current assets	3.0		2.8		6.4		—		12.2
Total current assets	16.2		284.2		186.9		—		487.3
Property, plant and equipment - net	17.2		334.8		597.2		—		949.2
Investment in subsidiaries	609.5		62.7		—		(672.2)		—
Due from affiliates - long term	749.5		537.9		5.1		(1,292.0)		0.5
Other assets	38.1		5.7		18.9		—		62.7
TOTAL	$	1,430.5	$	1,225.3	$	808.1	$	(1,964.2)	$	1,499.7

Accounts payable, trade	$	2.3	$	66.2	$	28.6	$	—	$	97.1
Due to affiliates	—		2.2		30.7		—		32.9
Accrued and other current liabilities	23.5		27.3		14.7		—		65.5
Accrued employee benefits costs	1.9		7.7		0.8		—		10.4
Hawesville term loan	20.0		—		—		—		20.0

Industrial revenue bonds	—		7.8		—		—		7.8
Total current liabilities	47.7		111.2		74.8		—		233.7
Senior notes payable	249.2		—		—		—		249.2
Hawesville term loan - less current portion	20.0		—		—		—		20.0
Accrued pension benefits costs - less current portion	25.1		27.3		8.4		—		60.8
Accrued postretirement benefits costs - less current portion	1.1		97.8		1.8		—		100.7
Leases - right of use liabilities	5.5		0.4		16.9		—		22.8
Other liabilities	3.5		22.2		16.7		—		42.4
Due to affiliates - long term	403.4		315.9		572.7		(1,292.0)		—
Deferred taxes	—		0.4		94.7		—		95.1
Total noncurrent liabilities	707.8		464.0		711.2		(1,292.0)		591.0
Preferred stock	0.0		—		—		—		0.0
Common stock	1.0		0.0		0.1		(0.1)		1.0
Other shareholders' equity	674.0		650.1		22.0		(672.1)		674.0
Total shareholders' equity	675.0		650.1		22.1		(672.2)		675.0
TOTAL	$	1,430.5	$	1,225.3	$	808.1	$	(1,964.2)	$	1,499.7

CENTURY ALUMINUM COMPANY

Condensed Notes to the Consolidated Financial Statements (continued)

(amounts in millions)

(Unaudited)



Condensed Consolidating Statements of Cash Flows
For the six months ended June 30, 2020
	The Company		Combined Guarantor Subsidiaries		Combined Non-Guarantor Subsidiaries		Consolidating Adjustments		Total Consolidated
Net cash provided by (used in) operating activities	$	(21.6)	$	66.8	$	26.4	$	—	$	71.6
Purchase of property, plant and equipment	(0.5)		(8.3)		(0.8)		—		(9.6)



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

Intercompany transactions	38.4		(56.3)		(0.2)		18.1		—
Net cash provided by (used in) investing activities	37.9		(64.6)		(0.9)		18.1		(9.5)


Repayments on term loan	(10.0)		—		—		—		(10.0)
Borrowings under revolving credit facilities	77.4		—		45.0		—		122.4
Repayments under revolving credit facilities	(36.4)		—		—		—		(36.4)




Intercompany transactions	56.1		(1.1)		(36.9)		(18.1)		—
Net cash provided by (used in) financing activities	87.1		(1.1)		8.1		(18.1)		76.0
CHANGE IN CASH, CASH EQUIVALENTS AND RESTRICTED CASH	103.4		1.1		33.6		—		138.1
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	$	103.7	$	2.0	$	72.1	$	—	$	177.8

CENTURY ALUMINUM COMPANY

Condensed Notes to the Consolidated Financial Statements (continued)

(amounts in millions)

(Unaudited)



Condensed Consolidating Statements of Cash Flows
For the six months ended June 30, 2019
	The Company		Combined Guarantor Subsidiaries		Combined Non-Guarantor Subsidiaries		Consolidating Adjustments		Total Consolidated
Net cash provided by (used in) operating activities	$	(35.6)	$	(1.1)	$	11.1	$	—	$	(25.6)
Purchase of property, plant and equipment	(0.6)		(12.2)		(10.5)		—		(23.3)
Proceeds from sale of joint venture	—		—		10.5		—		10.5
Intercompany transactions	(22.2)		(33.6)		0.2		55.6		—
Net cash provided by (used in) investing activities	(22.8)		(45.8)		0.2		55.6		(12.8)
Borrowing under term loan	40.0		—		—		—		40.0
Borrowings under revolving credit facilities	288.2		—		—		—		288.2
Repayments under revolving credit facilities	(303.3)		—		—		—		(303.3)
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	33.7		46.8		(24.9)		(55.6)		—
Net cash provided by (used in) financing activities	58.9		46.8		(24.9)		(55.6)		25.2
CHANGE IN CASH, CASH EQUIVALENTS AND RESTRICTED CASH	0.5		(0.1)		(13.6)		—		(13.2)
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	$	0.6	$	0.7	$	25.2	$	—	$	26.5

15. Subsequent Events

On July 1, 2020, we completed our offering of $250 million aggregate principal amount of the 2025 Notes. The 2025 Notes bear interest semi-annually in arrears on January 1 and July 1 of each year, beginning on January 1, 2021, at a rate of (i) 10.00% per annum in cash and (ii) 2.00% per annum in the form of additional notes or in cash, at our option.

Concurrently with the closing of the issuance of the 2025 Notes, on July 1, 2020, (i) the maturity date of our U.S. revolving credit facility was extended to May 16, 2023; (ii) we purchased at par $243,690,000 in aggregate principal amount of the 2021 Notes pursuant to a tender offer commenced in connection with the offering; and (iii) we notified the holders of all outstanding 2021 Notes that were not purchased in the tender offer of our election to redeem all such remaining 2021 Notes on July 31, 2020, and deposited with the trustee under the indenture governing the 2021 Notes an amount sufficient to fund the full redemption of the remaining 2021 Notes and discharge our obligations with respect thereto. We applied the net proceeds from the offering of the 2025 Notes described above, together with cash on hand, toward payment of the total consideration amount

CENTURY ALUMINUM COMPANY

Condensed Notes to the Consolidated Financial Statements (continued)

(amounts in millions)

(Unaudited)

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

Based on the characteristics of the 2021 Notes and the 2025 Notes that were issued, the tender and redemption of the 2021 Notes would be accounted for as an extinguishment of the debt. Accordingly, we expect to record a loss on early extinguishment of debt in the third quarter of 2020, consisting of the write-off of deferred financing costs and the debt discount associated with the 2021 Notes, as well as the tender fees paid as part of the tender offer.

FORWARD-LOOKING STATEMENTS

This quarterly report includes "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995, which are subject to the "safe harbor" created by section 27A of the Securities Act of 1933, as amended, and section 21E of the Securities Exchange Act of 1934 (the "Exchange Act"), as amended. Forward-looking statements are statements about future events and are based on our current expectations. These forward-looking statements may be identified by the words “believe,” “expect,” “hope,” “target,” “anticipate,” “intend,” “plan,” “seek,” “estimate,” “potential,” “project,” “scheduled,” “forecast” or words of similar meaning, or future or conditional verbs such as “will,” “would,” “should,” “could,” “might,” or “may.”

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

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

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

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

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

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

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

•Our ability to successfully obtain long-term competitive power arrangements for our operations, including at Mt. ~~Holly;~~Holly, and the potential benefits we may receive or potential detriments we may incur if we are or are not successful in such efforts;

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

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

•The impact of any new or changed law, regulation, including, without limitation, sanctions or other similar remedies or restrictions;

•Our anticipated tax liabilities, benefits or refunds including the realization of U.S. and certain foreign deferred tax assets and liabilities;

•Our ability to access existing or future financing arrangements and the terms of any such future financing arrangements;

•Our ability to repay or refinance debt in the future;

•Our ability to recover losses from our insurance;

•Estimates of our pension and other postretirement liabilities, legal and environmental liabilities and other contingent liabilities;

•Our assessment of any future tax audits or insurance ~~claims;~~claims and their respective outcomes;

•Negotiations with labor unions;

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

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

•Our future business objectives, plans, strategies and initiatives, including our competitive position and prospects.

Where we express an expectation or belief as to future events or results, such expectation or belief is expressed in good faith and believed to have a reasonable basis. However, our forward-looking statements are based on current expectations and assumptions that are subject to risks and uncertainties which may cause actual results to differ materially from future results expressed, projected or implied by those forward-looking statements. Important factors that could cause actual results and events to differ from those described in such forward-looking statements can be found in the risk factors and forward-looking statements cautionary language contained in our Annual Report on Form 10-K, quarterly reports on Form 10-Q and in other filings made with the SEC. Although we have attempted to identify those material factors that could cause actual results or events to differ from those described in such forward-looking statements, there may be other factors that could cause actual results or events to differ from those anticipated, estimated or intended. Many of these factors are beyond our ability to control or predict. Given these uncertainties, the reader is cautioned not to place undue reliance on our forward-looking statements.

We undertake no obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future events, or otherwise.

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

This Management’s Discussion and Analysis (“MD&A”) provides information that management believes is relevant to an assessment and understanding of the consolidated financial condition and results of operations of Century Aluminum Company and should be read in conjunction with the accompanying consolidated financial statements and related notes thereto. This MD&A contains “forward-looking statements” - see “Forward-Looking Statements” above.

Overview

We are a global producer of primary aluminum with aluminum reduction facilities, or "smelters," in the United States and Iceland. The key determinants of our results of operations and cash flow from operations are as follows:

•the price of primary aluminum, which is based on the London Metal Exchange ("LME") and other exchanges, plus any regional premiums and value-added product premiums;

•the cost of goods sold, the principal components of which are electrical power, alumina, carbon products and labor, which in aggregate represent more than 75% of our cost of goods sold; and

•our production volume.

Recent Developments

In December 2019, an outbreak of a novel strain of coronavirus, COVID-19, was identified in Wuhan, China. Since then, COVID-19 has spread across the globe and, ~~has subsequently been~~in March 2020, was recognized as a pandemic by the World Health Organization. As of the date of this filing, COVID-19 continues to spread in the United States and within other major economies across the world.

While the ultimate impact of the COVID-19 pandemic is still unknown, the pandemic has resulted in significant governmental measures being implemented to control the spread of the virus, including, among others, restriction on travel and the imposition of stay-at-home or remote-work conditions and has ~~already disrupted~~otherwise caused consumers and businesses to reduce their activities and their spending. These restrictions and reductions in activities associated with the virus have in turn caused a slowdown of the global economy and resulted in lower prices ~~and decreased demand~~ for our products. For example, the average LME price for primary aluminum has fallen from an average of $1,792 per tonne in 2019 to ~~$1,690/MT~~$1,494 per tonne for the ~~quarter~~three months ended ~~March 31,~~June 30, 2020 and ~~$1,457/MT~~$1,592 per tonne for ~~April~~the six months ended June 30, 2020. ~~Because~~While we have recently seen some improvement in the LME price for aluminum, averaging $1,639 per tonne for July 2020, because we sell our product on a one- to three-month lag to current prices, the impact of ~~this pricing~~the decline in prices on our ~~financial~~financial results will ~~not~~continue to be ~~fully~~ reflected ~~until~~in future periods.

~~While~~ Decreases in the prices of our products have been partially offset by decreases in the prices of our key cost ~~inputs are expected to partially offset the impact of decreased~~inputs; however, decreases in aluminum prices onalso negatively impact our ~~financial results,~~liquidity by lowering our borrowing availability under our U.S. revolving credit facility (due to a lower market value of our inventory and accounts receivable).

In response to the pandemic, we have ~~also implemented~~taken a number of ~~other measures~~actions to ~~help mitigate~~protect the ~~operating~~health and ~~financial impact~~well-being of our employees and to prevent the ~~pandemic. Such actions include reducing discretionary spending, optimizing working capital and deferring non-essential capital projects.~~

spread of COVID-19 within our operations. Our plants have ~~maintained their pre-pandemic production rates,~~not experienced any disruption in operations as a result of the pandemic, and we continue to sell all of our metal essentially as it is cast. We have not experienced material customer cancellations and do not currently expect a build-up of inventory in future ~~periods. However, due to~~periods; however, changes in ~~customer orders related to the pandemic, we have recently moved our~~ product mix have had and will continue to ~~a higher proportion of standard products, which is expected to lower somewhat~~have an impact on the average product premium received for our products as compared to prior periods.

In addition ~~as a precautionary measure in response~~ to the ~~COVID-19 pandemic,~~efforts noted above, we have also taken actions to mitigate the financial impact of the pandemic. Such actions include reducing discretionary spending, optimizing working capital and deferring non-essential capital projects. To preserve liquidity, in March 2020, we drew down a total of ~~approximately~~ $90.0 million under our U.S. and Iceland revolving credit facilities, the proceeds of which, are available, if needed, for working capital, general corporate or other purposes. We have also effectively extended the maturities of our principal debt obligations. On July 1, 2020, we issued $250.0 million in aggregate principal amount of senior secured notes due 2025 (the "2025 Notes"), and used the proceeds, together with cash on hand, to purchase all 2021 Notes tendered in a tender offer and to redeem all 2021 Notes that were not tendered. In connection with the offering of the 2025 Notes, we also entered into Amendment No.1 to our U.S. revolving credit facility extending the maturity date to May 16, 2023.

The ultimate extent of the effects of the COVID-19 pandemic on our business, results of operations and financial performance is highly uncertain and will depend on future developments, and such effects could exist for an extended period of time. Due to the above circumstances and as described generally in this Form 10-Q, our results of operations for the three and six month ~~period~~periods ended ~~March 31,~~June 30, 2020 are not necessarily indicative of the results to be expected for the full fiscal year.

See ~~Part II,~~ Item 1A. Risk Factors ~~of this Report and~~ ~~Item 1A. Risk Factors~~ in our Annual Report on Form 10-K for the fiscal year ended December 31, 2019 and Pa rt I I, Item 1A. Risk Fac t ors of our quarterly reports on Form 10-Q for additional information.

Results of Operations

The following discussion for the three and six months ended ~~March 31,~~June 30, 2020 reflects restart activity at Hawesville and no change in production capacities at our other operating facilities.

Our net sales are impacted primarily by the LME price for aluminum, regional and value-added premiums, and the volume and product mix of aluminum we ship during the period. In general, our results reflect the LME and regional premium pricing on an approximately one to three month lag basis reflecting contractual terms with our customers.

Electrical power, alumina, carbon products and labor are the principal components of our cost of goods sold. In general, our results reflect the market cost of alumina on an approximately ~~three month~~three-month lag reflecting the terms of our alumina contracts and inventory levels.

Three months ended March 31,
2020 2019
(in millions, except per share data)
NET SALES:
Related parties $ 271.0
$ 311.3
Other customers 150.2
178.7
Total net sales 421.2
490.0
Gross profit (loss) 4.8
(12.8 )
Net income (loss) (2.7 ) (34.6 )
EARNINGS (LOSS) PER COMMON SHARE:
Basic and Diluted $ (0.03 ) $ (0.39 )

SHIPMENTS - PRIMARY ALUMINUM⁽¹⁾

United States Iceland Total
Tonnes Net Sales (in millions) Tonnes Net Sales (in millions) Tonnes Net Sales (in millions)
2020

1st Quarter 129,114
$ 273.8
73,791
$ 141.0
202,905
$ 414.8

2019
1st Quarter 130,043
$ 313.3
76,408
$ 159.3
206,451
$ 472.6


	Three months ended June 30,						Six months ended June 30,
	2020		2019		2020		2019
	(in millions, except per share data)
NET SALES:
Related parties	$	285.6	$	305.0	$	556.6	$	616.4
Other customers	116.3		168.1		266.5		346.8
Total net sales	401.9		473.1		823.1		963.2
Gross profit (loss)	(13.0)		(4.1)		(8.2)		(16.9)
Net income (loss)	(26.9)		(20.7)		(29.6)		(55.3)
EARNINGS (LOSS) PER COMMON SHARE:
Basic and Diluted	$	(0.30)	$	(0.23)	$	(0.33)	$	(0.63)


SHIPMENTS - PRIMARY ALUMINUM⁽¹⁾

	United States				Iceland					Total
	Tonnes	Net Sales (in millions)		Tonnes	Net Sales (in millions)		Tonnes	Net Sales (in millions)
2020


2nd Quarter	130,645	$	246.6	79,664	$	145.9	210,309	$	392.5
1st Quarter	129,114	$	273.8	73,791	$	141.0	202,905	$	414.8

Total	259,759	$	520.4	153,455	$	286.9	413,214	$	807.3

2019


2nd Quarter	125,154	$	295.0	78,226	$	157.7	203,380	$	452.7
1st Quarter	130,043	$	313.3	76,408	$	159.3	206,451	$	472.6
Total	255,197	$	608.3	154,634	$	317.0	409,831	$	925.3

⁽¹⁾ Excludes scrap aluminum ~~sales~~ and alumina sales.


Net sales (in millions)	2020		2019
Three months ended June 30,	$	401.9	$	473.1
Six months ended June 30,	$	823.1	$	963.2

Net sales (in millions) 2020 2019
Three months ended March 31, $ 421.2
$ 490.0

Net sales decreased by $71.2 million for the three months ended ~~March 31,~~June 30, 2020 ~~decreased by $68.8 million~~ compared to the same period in 2019, primarily driven by unfavorable LME and regional ~~premiums~~premium price realizations of ~~$44.0~~$66.3 million.

Net sales decreased by $140.1 million for the six months ended June 30, 2020 compared to the same period in 2019, primarily driven by unfavorable LME and ~~unfavorable volume and product mix impacts~~regional premium price realizations of ~~$14.8~~$110.3 million.


Gross profit (loss) (in millions)	2020		2019			Gross profit (loss) (in millions)	2020		2019
Three months ended March 31,	$	4.8	$	(12.8	)
Three months ended June 30,						Three months ended June 30,	$	(13.0)	$	(4.1)
Six months ended June 30,						Six months ended June 30,	$	(8.2)	$	(16.9)

Gross ~~profit~~loss increased by $8.9 million for the three months ended ~~March 31,~~June 30, 2020 ~~increased~~compared to the same period in 2019 primarily due to unfavorable LME and regional premium price realizations of $66.3 million, partially offset by favorable raw material and power price realizations of $44.4 million and $16.8 million, respectively.

Gross loss for the six months ended June 30, 2020 decreased by $8.7 million compared to the same period in 2019 primarily due to favorable raw material ~~prices~~and power price realizations of ~~$47.2 million, favorable power prices of $15.1~~$91.6 million and ~~lower production costs due to decreased volume and sales mix of $9.4 million.~~$31.9 million, respectively. The favorable impacts were partially offset by unfavorable LME and regional ~~premiums~~premium price realizations of ~~$44.0 million~~$110.3 million.


Selling, general and administrative expenses (in millions)	2020		2019
Three months ended June 30,	$	11.8	$	11.9
Six months ended June 30,	$	20.7	$	26.6

Selling, general and ~~unfavorable operating~~administrative expenses ~~of $5.0 million.~~were flat for the three months ended June 30, 2020 compared to the same period in 2019.

Selling, general and administrative expenses (in millions) 2020 2019
Three months ended March 31, $ 8.9
$ 14.7

Selling, general and administrative expenses for the ~~three~~six months ended ~~March 31,~~June 30, 2020 decreased by ~~$5.8~~$5.9 million compared to the same period in 2019 primarily driven by a decrease in compensation costs.


Net gain (loss) on forward and derivative contracts (in millions)	2020		2019
Three months ended June 30,	$	3.7	$	6.1
Six months ended June 30,	$	7.5	$	0.4

Net gain (loss) on forward and derivative contracts (in millions) 2020 2019
Three months ended March 31, $ 3.8
$ (5.7 )

For the three months ended June 30, 2020, net gain on forward and derivative contracts decreased by $2.4 million compared to that for the three months ended June 30, 2019. The period to period change is primarily due to increases in LME and MWP prices from March 31, 2020 ~~we recorded gains of $3.8 million~~to June 30, 2020, as compared to those from March 31, 2019 to June 30, 2019.

For the six months ended June 30, 2020, net gain on our forward and derivative contracts increased by $7.1 million compared to ~~losses of $(5.7) million~~that for the ~~three~~six months ended ~~March 31, 2019 primarily due~~June 30, 2019. The increase in gain relates to the impact of decreases in LME, ~~forward prices,~~ offset by ~~decreases~~decrease in Nord Pool ~~forward prices.~~prices during the first six months of 2020.


Income tax benefit (expense) (in millions)	2020		2019		Income tax benefit (expense) (in millions)	2020		2019
Three months ended March 31,	$	2.8	$	2.9
Three months ended June 30,					Three months ended June 30,	$	(0.9)	$	1.6
Six months ended June 30,					Six months ended June 30,	$	1.9	$	4.4

We have a valuation allowance against all of our U.S. and certain foreign deferred tax assets. The period to period change is primarily due to the change in earnings at our foreign entities that are not subject to a valuation allowance. See Note 7. Income Taxes to the consolidated financial statements included herein for additional information.

Liquidity and Capital Resources

Liquidity

Our principal sources of liquidity are available cash and cash flow from operations. We also have access to our existing revolving credit facilities and have raised capital in the past through public equity and debt markets. We regularly explore various other financing alternatives. Our principal uses of cash include the funding of operating costs (including post-retirement benefits), debt service requirements, capital expenditures, investments in our growth activities and in related businesses, working capital and other general corporate requirements.

We believe that cash provided from operations and financing activities will be adequate to cover our operations and business needs over the next 12 months. As of ~~March 31,~~June 30, 2020, we had cash and cash equivalents ~~totaling~~of approximately ~~$147.6~~$174.1 million and unused availability under our revolving credit facilities of ~~$55.5~~$23.3 million, resulting in a total liquidity position of approximately ~~$203.1~~$197.4 million. As noted above, we have also taken preemptive action to preserve our liquidity and manage our cash flow, such as reducing our discretionary spending and optimizing working capital. We believe that we could also access the financial markets to sell long-term debt or equity securities. However, the COVID-19 pandemic could continue to create uncertainty and volatility in the financial markets which may impact our ability to access capital and/or the terms under which we can do so.

Adverse changes in the price of aluminum or our principal costs of production could ~~also~~ materially impact our ability to generate and raise cash. Furthermore, the COVID-19 pandemic could continue to impact the economy which may impact the price of our products as well as our ability to access capital and/or the terms under which we can do so. As noted above, we have taken preemptive action to preserve our liquidity and manage our cash flow. Such actions include reducing discretionary spending, optimizing working capital and deferring non-essential capital projects. To preserve liquidity, in March 2020, we drew down a total of $90.0 million under our U.S. and Iceland revolving credit facilities, the proceeds of which, are available, if needed, for working capital, general corporate or other purposes. We have also effectively extended the maturities of our principal debt obligations. On July 1, 2020, we issued $250.0 million in aggregate principal amount of our 2025 Notes and used the proceeds, together with cash on hand, to purchase all 2021 Notes tendered in a tender offer and to redeem all 2021 Notes that were not tendered. In connection with the offering of the 2025 Notes, we also entered into Amendment No.1 to our U.S. revolving credit facility extending the maturity date to May 16, 2023. As the impact of the COVID-19 pandemic on the economy and our operations is fluid and constantly evolving, we will continue to assess a variety of measures to improve our financial performance and liquidity. ~~Such measures might include cuts to discretionary spending and other variable costs as well as possible reductions of our production volumes.~~ See ~~Part II,~~ Item 1A. Risk Factors ~~of this Report and~~ ~~Item 1A. Risk Factors~~ in our Annual Report on Form 10-K for the fiscal year ended December 31, 2019 and Part II , Item 1A. Risk Factor s of our quarterly report on Form 10-Q for the three months ended March 31, 2020 for additional information.

Available Cash

Our available cash and cash equivalents balance at ~~March 31,~~June 30, 2020 was ~~$147.6~~$174.1 million compared to $38.9 million at December 31, 2019.

Sources and Uses of Cash

Our statements of cash flows are summarized below:


	Six months ended June 30,
	2020		2019
	(in millions)
Net cash provided by (used in) operating activities	$	71.6	$	(25.6)
Net cash provided by (used in) investing activities	(9.5)		(12.8)
Net cash provided by (used in) financing activities	76.0		25.2
Change in cash, cash equivalents and restricted cash	$	138.1	$	(13.2)

Three months ended March 31,
2020 2019
(in millions)
Net cash provided by (used in) operating activities $ 34.6
$ (21.5 )
Net cash provided by (used in) investing activities (5.9 ) (10.6 )
Net cash provided by (used in) financing activities 81.0
15.4
Change in cash, cash equivalents and restricted cash $ 109.7
$ (16.7 )

The increase in net cash provided by operating activities was primarily driven by a decrease in net loss and ~~a favorable change~~improvements in ~~accounts receivable due~~working capital. The improvements in working capital were primarily attributable to lower raw material prices, timing of raw material receipts and the timing of trade receivable collection.

The decrease in net cash used in investing activities was primarily due to higher spending on capital projects during the ~~three~~six months ended ~~March 31,~~June 30, 2019, driven by the Vlissingen furnace rebuild project, as compared to the ~~three~~six months ended ~~March 31,~~June 30, 2020.

The increase in net cash provided by financing activities was primarily due to outstanding borrowings on our U.S. revolving credit facility and Iceland revolving credit facility at ~~March 31,~~June 30, 2020 compared to ~~March 31, 2019.~~June 30, 2019, partially offset by payments on our Hawesville Term Loan. Borrowings on our revolving credit facilities are available, if needed, for working capital requirements, general corporate or other purposes.

Availability Under Our Credit Facilities

The U.S. revolving credit facility, dated May 2018, provides for borrowings of up to $175.0 million in the aggregate including up to $110.0 million under a letter of credit sub-facility, and also includes an uncommitted accordion feature whereby borrowers may increase the capacity of the U.S. revolving credit facility by up to $50.0 million, subject to agreement with the lenders. The U.S. revolving credit facility matures on ~~the earlier of~~ May 2023 or six months before the stated maturity of our outstanding secured notes. Based on the current maturity date for our outstanding secured notes of June 1, 2021, the maturity date for the U.S. revolving credit facility would be December 1, 2020. Upon a refinancing of our outstanding secured notes, the maturity date of our U.S. revolving credit facility will extend to May16, 2023.

Any letters of credit issued and outstanding under the U.S. revolving credit facility reduce our borrowing availability on a dollar-for-dollar basis.

We have also entered into, through our wholly-owned subsidiary Nordural Grundartangi ehf ("Grundartangi"), a $50.0 million revolving credit facility, dated November 2013, as amended. The Iceland revolving credit facility matures in November 2022.

The availability of funds under our credit facilities is limited by a specified borrowing base consisting of certain accounts receivable, inventory and qualified cash deposits which meet the lenders' eligibility criteria. ~~Restarts~~Increases in the price of aluminum and/or restarts of previously curtailed operations, for example, increase our borrowing base by increasing our accounts receivable and inventory balances; decreases in the price of aluminum and/or curtailment of production capacity would decrease our borrowing base by reducing our accounts receivable and inventory balances. As of ~~March 31,~~June 30, 2020, our U.S. revolving credit facility had a borrowing base of ~~$133.8~~$106.2 million, $45.0 million in borrowings and ~~$38.3~~$42.9 million in letters of credit outstanding. Of the outstanding letters of credit, ~~$20.6~~$20.0 million related to our domestic power commitments and the remainder secured certain debt and workers’ compensation commitments. As of ~~March 31,~~June 30, 2020, our Iceland revolving credit facility had a borrowing base of $50.0 million ~~and~~and $45.0 million in ~~borrowings.~~borrowings.

As of ~~March 31,~~June 30, 2020, our credit facilities had ~~$55.5~~$23.3 million of net availability after consideration of our outstanding borrowings and letters of credit. We may borrow and make repayments under our credit facilities in the ordinary course based on a number of factors, including the timing of payments from our customers and payments to our suppliers.

Our credit facilities contain customary covenants, including restrictions on mergers and acquisitions, indebtedness, affiliate transactions, liens, dividends and distributions, dispositions of collateral, investments and prepayments of indebtedness, including, a springing financial covenant that requires us to maintain a fixed charge coverage ratio of at least 1.0 to 1.0 any time availability under the U.S. revolving credit facility is less than or equal to the lower of $17.5 million or 10% of the borrowing base but not less than $12.5 million. We intend to maintain availability to comply with these levels any time we

would not meet the ratio, which could limit our ability to access the full amount of our availability under our U.S revolving credit facility. Our Iceland revolving credit facility also contains a covenant that requires Grundartangi to maintain a minimum equity ratio. As of ~~March 31,~~June 30, 2020, we were in compliance with all such ~~covenants.~~covenants or maintained availability above such covenant triggers.

Senior Secured Notes

We have $250.0 million aggregate principal of ~~7.5%~~ senior secured notes that will mature in June ~~2021 ("2021~~2025 (the "2025 Notes"), unless earlier refinanced in accordance with their terms. Interest on the ~~2021~~2025 Notes is payable ~~semi-annually.~~semi-annually on January 1 and July 1 of each year, beginning on January 1, 2021, at a rate of (i) 10.00% per annum in cash and (ii) 2.00% per annum in the form of additional notes or in cash, at Century's Option. The indenture governing the ~~2021~~2025 Notes contains customary covenants which may limit our ability, and the ability of certain of our subsidiaries, to: (i) incur additional debt; (ii) incur additional liens; (iii) pay dividends or make distributions in respect of capital stock; (iv) purchase or redeem capital stock; (v) make investments or certain other restricted payments; (vi) sell assets; (vii) issue or sell stock of certain subsidiaries; (viii) enter into transactions with shareholders or affiliates; and (ix) effect a consolidation or merger.

In connection with the issuance of the 2025 Notes, we commenced a cash tender offer for any and all of our previously outstanding 2021 Notes, notified the holders of all outstanding 2021 Notes that were not purchased in the tender offer of our election to redeem all such remaining 2021 Notes on July 31, 2020, and deposited with the trustee under the indenture governing the 2021 Notes an amount sufficient to fund the full redemption of the remaining 2021 Notes. As a result, the Company’s and the guarantors’ obligations under the indenture governing the 2021 Notes have been fully discharged. We applied the net proceeds from the offering of the 2025 Notes described above, together with cash on hand, toward payment of the total consideration amount to holders whose 2021 Notes were accepted and purchased in the tender offer and to fund the redemption of any remaining 2021 Notes.

Hawesville Term Loan

On April 29, 2019, we entered into a term loan agreement with Glencore Ltd. pursuant to which the Company borrowed $40.0 million (the "Hawesville Term Loan"). Borrowings under the Hawesville Term Loan were used to partially finance the second phase of the Hawesville restart project. The Hawesville Term Loan matures on December 31, 2021, and is to be repaid in twenty-four (24) equal monthly installments of principal that began on January 31, 2020. The Hawesville Term Loan bears interest, due monthly, at a floating rate equal to LIBOR plus 5.375% per annum. The Hawesville Term Loan is not secured by any collateral.

Contingent Commitments

We have a contingent obligation in connection with the "unwind" of a contractual arrangement between Century Aluminum of Kentucky ("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. 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. As of ~~March 31,~~June 30, 2020, the principal and accrued interest for the contingent obligation was ~~$25.6~~$26.0 million, which was fully offset by a derivative asset. We may be required to make installment payments for the contingent obligation in the future. These payments are contingent based on the LME price of primary aluminum and the level of Hawesville’s operations. Based on the LME forward market at ~~March 31,~~June 30, 2020 and management’s estimate of the LME forward market beyond the quoted market period, we believe that we will not be required to make payments on the contingent obligation during the term of the agreement, which expires in 2028. There can be no assurance that circumstances will not change, thus accelerating the timing of such payments.

Employee Benefit Plan Contributions

In 2013, we entered into a settlement agreement with the Pension Benefit Guarantee Corporation ("PBGC") regarding an alleged "cessation of operations" at our Ravenswood facility. Pursuant to the terms of the agreement, we will 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, but would then be required to provide the PBGC with acceptable security for deferred payments. We did not make any contributions in the three month periods ended ~~March 31,~~June 30, 2020 and 2019. We have elected to defer certain payments under the PBGC agreement and have provided the PBGC with the appropriate security. The remaining contributions under this agreement are approximately $9.6 million.

Section 232 Aluminum Tariff

On March 23, 2018, the U.S. implemented a 10% tariff on imported primary aluminum products into the U.S. These tariffs are intended to protect U.S. national security by incentivizing the restart of primary aluminum production in the U.S., reducing reliance on imports and ensuring that domestic producers, like Century, can supply all the aluminum necessary for critical industries and national defense. In addition to primary aluminum products, the tariffs also cover certain other semi-finished products. All imports that directly compete with our products are covered by the tariff, with the exception of imports from Australia, Argentina, Canada and Mexico or imports that receive a product exclusion from the Department of Commerce.

Other Items

~~We previously~~In March 2018, we announced our intention to return our Hawesville smelter, which since 2015 had been operating at approximately 40% capacity, to full production and upgrade its existing reduction technology. We project that the total cash requirements for the restart project, including the technology upgrade, will be approximately $150.0 million from the commencement of the project in 2018 through its completion. The first phase of the

project, which involved the restart of the three potlines and approximately 150,000 tonnes of production capacity that had been curtailed in 2015, was successfully completed on budget and ahead of schedule in early 2019. ~~This restart of 150,000 tonnes of curtailed production cost approximately $75.0 million.~~ The second phase ~~is expected to cost an additional $75.0 million and~~of the project involves the rebuilding of the pots associated with the 100,000 tonnes of production from the two potlines that had continued to operate past their expected life cycle and the implementation of certain new technology across all production. These two potlines were taken out of production in February and September 2019, respectively. The rebuild of the first of these potlines was ~~approximately 50% completed as of March 31, 2020 and is expected to be fully~~ completed in the second quarter of 2020. With the restart of this potline, the Hawesville smelter is currently operating at approximately 80% production capacity with total project costs to date of approximately $107.4 million. The rebuild of the fifth and final potline and the completion of the technology upgrades is expected to be completed over the next several years subject to market conditions. ~~The Hawesville smelter is currently operating at approximately 80% production capacity.~~

In May 2018, we temporarily curtailed one potline at our Sebree aluminum smelter due to an equipment failure. Sebree was returned to full capacity by the end of the third quarter of 2018. We expect that all losses arising from the Sebree equipment failure will be covered under our insurance policies, less $7.0 million in deductibles. As of ~~March 31,~~June 30, 2020, we have received ~~$18.5~~$19.1 million in insurance proceeds to offset against such losses.

In 2011, our Board of Directors approved a $60.0 million common stock repurchase program and subsequently increased this program by $70.0 million in the first quarter of 2015. Under the program, Century is authorized to repurchase up to $130.0 million of our outstanding shares of common stock, from time to time, on the open market at prevailing market prices, in block trades or otherwise. The timing and amount of any shares repurchased will be determined by our management based on its evaluation of market conditions, the trading price of our common stock and other factors. We made no repurchases during the years ended 2017, 2018, and 2019, and the quarter ended March 31, 2020. As of March 31, 2020 we had $43.7 million remaining under the repurchase program authorization. The repurchase program may be expanded, suspended or discontinued by our Board, in its sole discretion, at any time.

On August 18, 2017, the District Court for the Southern District of West Virginia approved a settlement agreement in respect of these actions. Under the terms of the settlement agreement, CAWV agreed to make payments into a trust for the benefit of the CAWV Retirees in the aggregate amount of $23.0 million over the course of ten years. Upon approval of the settlement, we paid $5.0 million to the aforementioned trust in September 2017 and agreed to pay the remaining amounts under the settlement agreement in annual increments of $2.0 million for nine years. At ~~March 31,~~June 30, 2020, we had $2.0 million in other current liabilities and ~~$8.9~~$9.1 million in other liabilities related to this agreement.

We are a defendant in several actions relating to various aspects of our business. While it is impossible to predict the ultimate disposition of any litigation, we do not believe that any of these lawsuits, either individually or in the aggregate, will have a material adverse effect on our financial condition, results of operations or liquidity. See Note 10. Commitments and Contingencies to the consolidated financial statements included herein for additional information.

Capital Resources

We intend to finance our future capital expenditures from available cash, cash flow from operations and if necessary, borrowing under our existing revolving credit facilities. For major investment projects we would likely seek financing from various capital and loan markets, and may potentially pursue the formation of strategic alliances. We may be unable, however, to issue additional debt or equity securities, or enter into other financing arrangements on attractive terms, or at all, due to a number of factors including a lack of demand, unfavorable pricing, poor economic conditions, unfavorable interest rates, or our financial condition or credit rating at the time. Future uncertainty in the U.S. and international markets and economies may adversely affect our liquidity, our ability to access the debt or capital markets and our financial condition.

Capital expenditures incurred for the ~~three~~six months ended ~~March 31,~~June 30, 2020 were ~~$3.7~~$5.4 million, excluding expenditures of ~~$3.5~~$4.7 million associated with the restart project at Hawesville. We estimate our total capital spending in 2020, excluding the Hawesville restart project, will be approximately $10.0 million related to ongoing investment projects at our plants.

Aluminum is an internationally traded commodity, and its price is effectively determined on the LME plus any regional premium (e.g. the Midwest premium for aluminum sold in the United States and the European Duty Paid premium for metal sold into Europe) and any product premiums. From time to time, we may manage our exposure to fluctuations in the LME price of primary aluminum and/or the regional premium through financial instruments designed to protect our downside price risk exposure. From time to time, we also enter into financial contracts to offset fixed price sales arrangements with certain of our customers (the "fixed for floating swaps").

We are also exposed to price risk for alumina which is one of the largest components of our cost of goods sold. Much of the alumina we purchase is priced based on a published alumina index. As a result, our cost structure is exposed to market fluctuations and price volatility. Because we sell our products based principally on the LME price for primary aluminum, regional premiums and value-added product premiums, we are not able to directly pass on increased production costs to our customers. From time to time, we may manage our exposure to fluctuations in our alumina costs by purchasing certain of our alumina requirements under supply contracts with prices tied to the same indices as our aluminum sales contracts (the LME price of primary aluminum).

Market-Based Power Price Sensitivity

Market-Based Electrical Power Agreements

Hawesville and Sebree have market-based electrical power agreements pursuant to which EDF and Kenergy purchase electrical power on the open market and pass it through at MISO energy pricing, plus transmission and other costs incurred by them. Seventy five percent (75%) of Mt. Holly's electric power requirements were supplied at rates based on natural gas prices. See Note 10. Commitments and Contingencies to the consolidated financial statements included herein for additional information about these market-based power agreements.

Power is supplied to Grundartangi from hydroelectric and geothermal sources under long-term power purchase agreements. These power purchase agreements, which will expire on various dates from 2023 through 2036 (subject to extension), primarily provide power at LME-based variable rates. However, the price of approximately thirty percent (30%) of Grundartangi's power requirement is linked to the market price for power in the Nord Pool power market.

From time to time, we may manage our exposure to fluctuations in the market price of power through financial instruments designed to protect our downside risk exposure.

Electrical Power Price Sensitivity

With the movement toward market-based power supply agreements, we have increased our exposure to fluctuations in the price of power on the MISO and Nord Pool power markets as well as the price of natural gas. Power represents one of our largest operating costs, so changes in the price of market power could significantly impact the profitability and viability of our operations. Transmission line outages, problems with grid stability or limitations on energy import capability could also increase power prices, disrupt production through pot instability or force a curtailment of all or part of the production at these facilities. In addition, indirect factors that lead to power cost increases, such as any increasing prices for natural gas or coal, fluctuations in or extremes in weather patterns or new or more stringent environmental regulations may severely impact our financial condition, results of operations and liquidity.


	Hawesville		Sebree		Mt. Holly		Grundartangi		Total
Expected average load (in megawatts ("MW"))	482		385		400		537		1,804
Quarterly estimated electrical power usage (in megawatt hours ("MWh"))	1,055,580		843,150		876,000		1,176,030		3,950,760
Quarterly cost impact of an increase or decrease of $1 per MWh (in millions)	$	1.1	$	0.8	$	0.9	$	1.2	$	4.0
Annual expected electrical power usage (in MWh)	4,222,320		3,372,600		3,504,000		4,704,120		15,803,040
Annual cost impact of an increase or decrease of $1 per MWh (in millions)	$	4.2	$	3.4	$	3.5	$	4.7	$	15.8

We are exposed to foreign currency risk due to fluctuations in the value of the U.S. dollar as compared to the Icelandic krona ("ISK"), the ~~euro,~~Euro, the Chinese renminbi and other currencies. Grundartangi’s labor costs, part of its maintenance costs and other local services are denominated in ISK and a portion of its anode costs are denominated in ~~euros~~Euros and Chinese renminbi. We also have deposits denominated in ISK in Icelandic banks and our estimated payments of Icelandic income taxes and any associated refunds are denominated in ISK. Further, Vlissingen's labor costs, maintenance costs and other local services are denominated in ~~euros~~Euros and our existing Nord Pool power price swaps described above are settled in ~~euros.~~Euros. As a result, an increase or decrease in the value of those currencies relative to the U.S. dollar would affect ~~Grundartangi’s~~Grundartangi and Vlissingen’s operating margins.

We may manage our exposure by entering into foreign currency forward contracts or option contracts for forecasted transactions and projected cash flows for foreign currencies in future periods. We have entered into financial contracts to hedge the risk of fluctuations associated with the ~~euro~~Euro under our Nord Pool power price swaps (the "FX swaps").

Natural Economic Hedges

Commodity contracts ⁽¹⁾

Foreign exchange contracts ⁽²⁾

Liability Fair Value Fair Value with 10% Adverse Price Change
Commodity contracts ⁽¹⁾
$ 37.7
$ 45.8
Foreign exchange contracts ⁽²⁾
1.6
6.5
Total $ 39.3
$ 52.3


	Liability Fair Value		Fair Value with 10% Adverse Price Change
Commodity contracts ⁽¹⁾	$	15.3	$	23.9
Foreign exchange contracts ⁽²⁾	0.4		4.5
Total	$	15.7	$	28.4

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

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

Item 4. Controls and Procedures

As of ~~March 31,~~June 30, 2020, we carried out an evaluation, under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, of the effectiveness of our disclosure controls and procedures. Based upon that evaluation, our management, including the Chief Executive Officer and Chief Financial Officer, concluded that our disclosure controls and procedures were effective as of ~~March 31,~~June 30, 2020.

During the three months ended ~~March 31,~~June 30, 2020, there were no changes in our internal control over financial reporting that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II – OTHER INFORMATION

We are a party from time to time in various legal actions arising in the normal course of business, the outcomes of which, in the opinion of management, neither individually nor in the aggregate are likely to result in a material adverse effect on our financial condition, results of operations or liquidity. For information regarding legal proceedings pending against us at ~~March 31,~~June 30, 2020, refer to Note 10. Commitments and Contingencies to the consolidated financial statements included herein.

~~The following is an update to the risk factors set forth in our Annual Report on Form 10-K for the fiscal year ended December 31, 2019. Other than the following update, there~~There have been no material changes to the risk factors previously disclosed under the heading “Risk Factors” in our Annual Report on Form 10-K for the fiscal year ended December 31, ~~2019.~~2019, except for the changes disclosed in the subsequent quarterly Report on Form 10-Q for the quarterly period ended March 31, 2020. You should carefully consider ~~the~~those risk factors ~~set forth below and those~~ contained in our Annual Report on Form 10-K, our Quarterly Reports on Form 10-Q and our other filings made with the Securities and Exchange Commission. You should be aware that these risk factors and other information may not describe every risk facing our Company. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial also may materially adversely affect our business, financial condition and/or operating results.

~~Our business could be adversely affected by the recent COVID-19 pandemic or other health pandemics, epidemics or similar public health threats in the future.~~

Our operating results depend on the market for primary aluminum which can be volatile and subject to many factors beyond our control. While the ultimate impact of the COVID-19 pandemic on our business and the economy in general is still unknown, the virus has already disrupted the global economy and created significant volatility in the industries in which we operate. As a result, since the outbreak of COVID-19, we have seen a substantial decrease in the price of aluminum. For example, the average LME price for primary aluminum was $1,792 per tonne in 2019. The LME price for primary aluminum averaged $1,690/MT for the quarter ended March 31, 2020, and averaged $1,457/MT for April 2020. A continued deterioration in economic conditions could materially and adversely affect future demand and prices for aluminum which could have a material adverse effect on our financial condition and liquidity.

Our business also depends on the ability of our employees to travel to our aluminum smelting facilities and operate our plants. Since the outbreak of COVID-19, we have implemented several new policies and procedures to protect the health and safety of our workforce. We have restricted both personal and business travel, implemented continuous disinfecting of our workplaces, and set up employees whose jobs allow them to work remotely. We have advised all of our employees in proper care and hygiene to prevent the spread of the virus. While these measures serve to reduce the possibility of transmission of the virus within our workplaces, they do not assure that our employees will not contract the virus or bring it into the workplace. Were such an event to be widespread enough, our operations could be disrupted to varying degrees up to and including a shutdown, which could have a material adverse effect on our business, outlook, financial condition, results of operations and liquidity.

The COVID-19 pandemic could also interfere with general commercial activity related to our supply chain and customer base, which could have an adverse effect on our financial condition and operational results. Our raw materials suppliers may not be available or may be delayed in shipments to us, impacting our ability to deliver to our customers, negatively impacting our operational results and financial condition. Further, if our customers’ businesses are similarly affected, they might delay or reduce purchases from us, which could adversely affect our results of operations.



CENTURY ALUMINUM COMPANY
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)
(in millions)
(Unaudited)
	Three months ended March 31,
	2020			2019
Comprehensive income (loss):
Net income (loss)	$	(2.7	)	$	(34.6	)
Other comprehensive income before income tax effect:
Net income (loss) on foreign currency cash flow hedges reclassified as income	(0.0)			(0.0)
Defined benefit plans and other postretirement benefits:
Amortization of prior service benefit (cost) during the period	(0.8		)	(1.3		)
Amortization of net gain (loss) during the period	2.5			1.9
Other comprehensive income (loss) before income tax effect	1.7			0.6
Income tax effect	(0.3		)	(0.3		)
Other comprehensive income (loss)	1.4			0.3
Total comprehensive income (loss)	$	(1.3	)	$	(34.3	)


CENTURY ALUMINUM COMPANY
CONSOLIDATED BALANCE SHEETS
(in millions)
(Unaudited)
	June 30, 2020		December 31, 2019
ASSETS
Cash and cash equivalents	$	174.1	$	38.9
Restricted cash	3.7		0.8
Accounts receivable - net	35.9		70.1
Due from affiliates	9.8		30.1
Inventories	275.0		320.6
Derivative assets	18.3		14.6
Prepaid and other current assets	14.6		12.2

Total current assets	531.4		487.3
Property, plant and equipment - net	919.0		949.2
Due from affiliates - less current portion	3.9		0.5
Other assets	69.7		62.7
TOTAL	$	1,524.0	$	1,499.7
LIABILITIES AND SHAREHOLDERS’ EQUITY
LIABILITIES:
Accounts payable, trade	$	87.7	$	97.1
Due to affiliates	1.8		32.9
Accrued and other current liabilities	76.9		61.5
Accrued employee benefits costs	10.4		10.4
Hawesville term loan	20.0		20.0
U.S. revolving credit facility	45.0		4.0
Industrial revenue bonds	7.8		7.8
Total current liabilities	249.6		233.7
Senior notes payable	249.5		249.2
Hawesville term loan - less current portion	10.0		20.0
Iceland revolving credit facility	45.0		—
Accrued pension benefits costs - less current portion	57.7		60.8
Accrued postretirement benefits costs - less current portion	99.3		100.7
Other liabilities	47.8		42.4
Leases - right of use liabilities	21.7		22.8
Deferred taxes	94.7		95.1
Total noncurrent liabilities	625.7		591.0
COMMITMENTS AND CONTINGENCIES (NOTE 10)	—		—
SHAREHOLDERS’ EQUITY:
Preferred stock (Note 6)	0.0		0.0
Common stock (Note 6)	1.0		1.0
Additional paid-in capital	2,527.6		2,526.5
Treasury stock, at cost	(86.3)		(86.3)
Accumulated other comprehensive loss	(107.6)		(109.8)
Accumulated deficit	(1,686.0)		(1,656.4)
Total shareholders’ equity	648.7		675.0
TOTAL	$	1,524.0	$	1,499.7


CENTURY ALUMINUM COMPANY
CONSOLIDATED STATEMENTS OF CASH FLOWS
(in millions)
(Unaudited)
	Six months ended June 30,
	2020		2019
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income (loss)	$	(29.6)	$	(55.3)
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:
Loss on sale of BHH	—		4.3
Unrealized (gain) loss on derivative instruments	(3.6)		(0.8)
Lower of cost or NRV inventory adjustment	37.1		13.4
Depreciation and amortization	40.4		43.1
Other non-cash items - net	1.9		(5.1)
Change in operating assets and liabilities:
Accounts receivable - net	34.1		0.7
Due from affiliates	21.6		1.6
Inventories	8.4		(8.9)
Prepaid and other current assets	(1.1)		2.1
Accounts payable, trade	(10.0)		(23.1)
Due to affiliates	(31.0)		2.9
Accrued and other current liabilities	0.1		(1.6)
Other - net	3.3		1.1
Net cash provided by (used in) operating activities	71.6		(25.6)
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of property, plant and equipment	(9.6)		(23.3)
Proceeds from sales of property, plant & equipment	0.1		—
Proceeds from sale of joint venture	—		10.5
Net cash provided by (used in) investing activities	(9.5)		(12.8)
CASH FLOWS FROM FINANCING ACTIVITIES:
Borrowing under term loan	—		40.0
Repayments on term loan	(10.0)		—
Borrowings under revolving credit facilities	122.4		288.2
Repayments under revolving credit facilities	(36.4)		(303.3)
Other short-term borrowings	—		3.4
Repayment on other short-term borrowings	—		(3.4)
Issuance of common stock	—		0.3
Net cash provided by (used in) financing activities	76.0		25.2
CHANGE IN CASH, CASH EQUIVALENTS AND RESTRICTED CASH	138.1		(13.2)
Cash, cash equivalents and restricted cash, beginning of period	39.7		39.7
Cash, cash equivalents and restricted cash, end of period	$	177.8	$	26.5

Supplemental Cash Flow Information:
Cash paid for:
Interest	$	11.0	$	10.6
Taxes	0.1		0.3
Non-cash investing activities:
Capital expenditures	0.6		2.1



Net Sales	Three months ended March 31,
	2020		2019
United States	$	274.1	$	325.2
Iceland	147.1		164.8
Total	$	421.2	$	490.0



Recurring Fair Value Measurements	As of March 31, 2020
	Level 1		Level 2		Level 3		Total
ASSETS:
Cash equivalents	$	89.3	$	—	$	—	$	89.3
Trust assets ⁽¹⁾	1.3		—		—		1.3
Surety bonds ⁽²⁾	1.9		—		—		1.9
Derivative instruments	—		50.5		7.8		58.3
TOTAL	$	92.5	$	50.5	$	7.8	$	150.8

LIABILITIES:
Contingent obligation – net	$	—	$	—	$	—	$	—
Derivative instruments	—		36.1		3.2		39.3
TOTAL	$	—	$	36.1	$	3.2	$	39.3



	Level 3 Assets			Level 3 Liabilities
For the three months ended March 31, 2020	LME forward financial sales contracts			Hawesville L4 power price swaps
Balance as of January 1, 2020	$	10.6		$	(2.9	)
Total realized/unrealized gains (losses)
Included in net income (loss)	6.7			(1.5		)
Purchases, sales, settlements
Purchases	—			—
Sales	—			—
Settlements	—			1.2
Transfers into Level 3	—			—
Transfers out of Level 3 ⁽¹⁾	(9.5		)	—
Balance as of March 31, 2020	$	7.8		$	(3.2	)

Change in unrealized gains (losses) ⁽²⁾	$	6.7		$	(0.3	)



For the three months ended March 31, 2019	Level 3 Assets			Level 3 Liabilities
For the three months ended March 31, 2019	Nord Pool power price swaps			US LME forward financial sales contracts			Iceland LME forward financial sales contracts			MWP forward financial sales contracts			FX Swaps
Balance as of January 1, 2019	$	4.7		$	0.3		$	(0.2	)	$	—		$	(0.3	)
Total realized/unrealized gains (losses)
Included in Net Income ⁽²⁾	(1.0		)	(1.9		)	(0.1		)	(1.7		)	(0.3		)
Purchases, sales, settlements
Purchases	—			—			—			—			—
Sales	—			—			—			—			—
Settlements	—			—			—			0.2			—
Transfers into Level 3 ⁽¹⁾	—			(0.2		)	—			0.6			—
Transfers out of Level 3	—			—			—			—			—
Balance as of March 31, 2019	$	3.7		$	(1.8	)	$	(0.3	)	$	(0.9	)	$	(0.6	)

Change in unrealized gains (losses) ⁽²⁾	$	(1.0	)	$	(2.1	)	$	(0.1	)	$	(0.9	)	$	(0.3	)



	March 31, 2020		December 31, 2019
Raw materials	$	94.8	$	101.3
Work-in-process	46.8		44.1
Finished goods	38.1		34.3
Operating and other supplies	137.9		140.9
Total inventories	$	317.6	$	320.6


~~11.~~	~~Components of Accumulated Other Comprehensive Loss~~


Components of AOCL:	March 31, 2020			December 31, 2019			Components of AOCL:	June 30, 2020		December 31, 2019
Defined benefit plan liabilities	$	(114.2	)	$	(115.9	)	Defined benefit plan liabilities	$	(113.1)	$	(115.9)

Unrealized gain (loss) on financial instruments	2.3			2.3			Unrealized gain (loss) on financial instruments	2.2		2.3
Other comprehensive loss before income tax effect	(111.9		)	(113.6		)	Other comprehensive loss before income tax effect	(110.9)		(113.6)
Income tax effect ⁽¹⁾	3.5			3.8			Income tax effect ⁽¹⁾	3.3		3.8
Accumulated other comprehensive loss	$	(108.4	)	$	(109.8	)	Accumulated other comprehensive loss	$	(107.6)	$	(109.8)


1.	~~General~~


2.	~~Related Party Transactions~~


3.	~~Revenue~~


4.	~~Fair Value Measurements~~



	Defined benefit plan and other postretirement liabilities			Unrealized gain (loss) on financial instruments		Total, net of tax
Balance, January 1, 2020	$	(111.7	)	$	1.9	$	(109.8	)
Net amount reclassified to net income (loss)	1.4			0.0		1.4
Balance, March 31, 2020	$	(110.3	)	$	1.9	$	(108.4	)

Balance, January 1, 2019	$	(100.7	)	$	2.0	$	(98.7	)
Impact of ASU 2018-02 ⁽²⁾	(1.3		)	—		(1.3		)
Net amount reclassified to net income (loss)	0.3			0.0		0.3
Balance, March 31, 2019	$	(101.7	)	$	2.0	$	(99.7	)



		Three months ended March 31,
AOCL Components	Location	2020			2019
Defined benefit plan and other postretirement liabilities	Cost of goods sold	$	1.1		$	0.6
	Selling, general and administrative expenses	0.2			(0.4		)
	Other operating expense, net	0.4			0.4
	Income tax effect	(0.3		)	(0.3		)
	Net of tax	$	1.4		$	0.3

Unrealized loss on financial instruments	Cost of goods sold	$	0.0		$	0.0
	Income tax effect	0.0			0.0
	Net of tax	$	0.0		$	0.0



	Pension Benefits
	Three months ended March 31,
	2020			2019
Service cost	$	1.3		$	1.1
Interest cost	2.8			3.3
Expected return on plan assets	(5.1		)	(4.9		)
Amortization of prior service costs	0.0			0.0
Amortization of net loss	1.5			1.1
Net periodic benefit cost	$	0.5		$	0.6


	Other Postretirement Benefits ("OPEB")							Pension Benefits
	Three months ended March 31,							Three months ended June 30,						Six months ended June 30,
	2020			2019				2020		2019		2020		2019
Service cost	$	0.1		$	0.0		Service cost	$	1.1	$	0.5	$	2.4	$	1.5
Interest cost	0.8			1.0			Interest cost	2.8		3.4		5.6		6.7
Amortization of prior service cost	(0.8		)	(1.3		)
Expected return on plan assets							Expected return on plan assets	(5.2)		(4.3)		(10.3)		(9.1)
Amortization of prior service costs							Amortization of prior service costs	0.0		0.5		0.0		0.5
Amortization of net loss	1.0			0.8			Amortization of net loss	1.8		2.2		3.3		3.3
Net periodic benefit cost	$	1.1		$	0.5		Net periodic benefit cost	$	0.5	$	2.3	$	1.0	$	2.9



	Asset Fair Value
	March 31, 2020		December 31, 2019
Commodity contracts⁽¹⁾	$	58.3	$	19.7
Foreign exchange contracts⁽²⁾	—		—
Total	$	58.3	$	19.7




Condensed Consolidating Balance Sheet
As of March 31, 2020
	The Company		Combined Guarantor Subsidiaries		Combined Non-Guarantor Subsidiaries			Consolidating Adjustments			Total Consolidated
Cash & cash equivalents	$	82.5	$	0.2	$	64.9		$	—		$	147.6
Restricted cash	—		1.8		—			—			1.8
Accounts receivable - net	2.2		49.6		1.1			—			52.9
Due from affiliates	7.5		9.6		0.7			—			17.8
Inventories	—		187.9		129.7			—			317.6
Derivative Assets	32.7		—		—			—			32.7
Prepaid and other current assets	4.9		0.5		8.0			—			13.4
Total current assets	129.8		249.6		204.4			—			583.8
Property, plant and equipment - net	16.5		332.8		586.1			—			935.4
Investment in subsidiaries	583.4		63.3		—			(646.7		)	—
Due from affiliates - long term	734.3		570.0		5.1			(1,304.3		)	5.1
Other assets	44.7		3.9		18.2			—			66.8
TOTAL	$	1,508.7	$	1,219.6	$	813.8		$	(1,951.0	)	$	1,591.1

Accounts payable, trade	$	3.8	$	58.1	$	25.2		$	—		$	87.1
Due to affiliates	—		11.1		18.4			—			29.5
Accrued and other current liabilities	17.1		18.4		15.1			—			50.6
Derivative Liabilities	15.5		—		19.0			—			34.5
Accrued employee benefits costs	1.9		7.7		0.8			—			10.4
Term loan - current	20.0		—		—			—			20.0
U.S. Revolving credit facility	45.0		—		—			—			45.0
Industrial revenue bonds	—		7.8		—			—			7.8
Total current liabilities	103.3		103.1		78.5			—			284.9
Senior notes payable	249.3		—		—			—			249.3
Term loan - less current portion	15.0		—		—			—			15.0
Iceland Revolving credit facility	—		—		45.0			—			45.0
Accrued pension benefits costs - less current portion	24.8		26.8		7.7			—			59.3
Accrued postretirement benefits costs - less current portion	1.0		97.3		1.8			—			100.1
Due to affiliates - long term	432.2		320.2		551.9			(1,304.3		)	—
Other liabilities	3.9		21.4		21.8			—			47.1
Leases - right of use liabilities	5.4		0.1		16.4			—			21.9
Deferred taxes	—		0.4		94.3			—			94.7
Total noncurrent liabilities	731.6		466.2		738.9			(1,304.3		)	632.4
Preferred stock	0.0		—		—			—			0.0
Common stock	1.0		—		0.1			(0.1		)	1.0
Other shareholders' equity	672.8		650.3		(3.7		)	(646.6		)	672.8
Total shareholders' equity	673.8		650.3		(3.6		)	(646.7		)	673.8
TOTAL	$	1,508.7	$	1,219.6	$	813.8		$	(1,951.0	)	$	1,591.1