Condensed consolidating financial information | Condensed consolidating financial information Our 2021 Notes are guaranteed by each of our material existing and future domestic subsidiaries, except for Nordural US LLC and Century Aluminum Development LLC. The Guarantor Subsidiaries are 100% owned by Century. All guarantees are full and unconditional; all guarantees are joint and several. These notes are not guaranteed by our foreign subsidiaries (such foreign subsidiaries, Nordural US LLC and Century Aluminum Development LLC, collectively 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 balance sheets as of December 31, 2015 and 2014, condensed consolidating statements of comprehensive income (loss) for the years ended December 31, 2015, 2014 and 2013 and the condensed consolidating statements of cash flows for the years ended December 31, 2015, 2014 and 2013 present separate results for Century, the Guarantor Subsidiaries, the Non-Guarantor Subsidiaries, consolidating adjustments and total consolidated amounts. Although Century Aluminum West Virginia (which owns our curtailed Ravenswood smelter) has guaranteed our Notes due 2021, because we are in the process of selling substantially all of its assets, we have included its assets and results of operations in the columns under the caption Non-Guarantor Subsidiaries. Condensed Consolidating Statements of Comprehensive Income (Loss) For the year ended December 31, 2015 The Company Combined Guarantor Subsidiaries Combined Non-Guarantor Subsidiaries Consolidating Adjustments Total Consolidated NET SALES: Related parties $ — $ 1,277,474 $ 632,597 $ (42,360 ) $ 1,867,711 Third-party customers — 82,327 43 (224 ) 82,146 — 1,359,801 632,640 (42,584 ) 1,949,857 Cost of goods sold — 1,388,400 564,380 (44,236 ) 1,908,544 Gross profit (loss) — (28,599 ) 68,260 1,652 41,313 Selling, general and administrative expenses 28,000 8,798 5,317 — 42,115 Ravenswood impairment — — 30,850 — 30,850 Other operating expense - net — — 7,436 — 7,436 Operating income (loss) (28,000 ) (37,397 ) 24,657 1,652 (39,088 ) Interest expense - third parties (20,201 ) (1,567 ) (186 ) — (21,954 ) Interest income (expense) - affiliates 37,626 — (37,626 ) — — Interest income - third parties 65 4 270 — 339 Net gain on forward and derivative contracts — 1,411 189 — 1,600 Unrealized gain on fair value of contingent consideration — 18,337 — — 18,337 Other income (expense) - net 1,356 (658 ) 2,356 (3,410 ) (356 ) Loss before income taxes and equity in earnings (loss) of joint ventures (9,154 ) (19,870 ) (10,340 ) (1,758 ) (41,122 ) Income tax benefit (expense) 2,140 — (11,416 ) — (9,276 ) Loss before equity in earnings (loss) of joint ventures (7,014 ) (19,870 ) (21,756 ) (1,758 ) (50,398 ) BHH impairment — — (11,584 ) — (11,584 ) Equity in earnings (loss) of joint ventures (52,296 ) — 2,672 52,296 2,672 Net loss $ (59,310 ) $ (19,870 ) $ (30,668 ) $ 50,538 $ (59,310 ) Other comprehensive income (loss) before income tax effect 6,568 14,754 (1,114 ) (13,640 ) 6,568 Income tax effect (1,536 ) — 33 (33 ) (1,536 ) Other comprehensive income (loss) 5,032 14,754 (1,081 ) (13,673 ) 5,032 Total comprehensive loss $ (54,278 ) $ (5,116 ) $ (31,749 ) $ 36,865 $ (54,278 ) Condensed Consolidating Statements of Comprehensive Income (Loss) For the year ended December 31, 2014 The Company Combined Guarantor Subsidiaries Combined Non-Guarantor Subsidiaries Consolidating Adjustments Total Consolidated NET SALES: Related parties $ — $ 715,796 $ 625,076 $ (78,771 ) $ 1,262,101 Third-party customers — 669,466 31 (556 ) 668,941 — 1,385,262 625,107 (79,327 ) 1,931,042 Cost of goods sold — 1,282,194 522,543 (75,494 ) 1,729,243 Gross profit — 103,068 102,564 (3,833 ) 201,799 Selling, general and administrative expenses 32,840 11,353 5,002 — 49,195 Other operating expense - net — — 12,481 — 12,481 Operating income (loss) (32,840 ) 91,715 85,081 (3,833 ) 140,123 Interest expense - third parties (20,228 ) (1,555 ) (232 ) — (22,015 ) Interest income (expense) - affiliates 43,688 — (43,688 ) — — Interest income - third parties 15 — 286 — 301 Net gain (loss) on forward and derivative contracts (1,080 ) 1,259 — — 179 Unrealized gain on fair value of contingent consideration — 7,943 — — 7,943 Gain on remeasurement of equity investment — 15,955 — — 15,955 Other income (expense) - net 518 (459 ) 4,564 (3,632 ) 991 Income (loss) before income taxes and equity in earnings of joint ventures (9,927 ) 114,858 46,011 (7,465 ) 143,477 Income tax expense (4,777 ) (493 ) (13,211 ) 173 (18,308 ) Income (loss) before equity in earnings of joint ventures (14,704 ) 114,365 32,800 (7,292 ) 125,169 Equity in earnings of joint ventures 141,178 — 1,305 (141,178 ) 1,305 Net income $ 126,474 $ 114,365 $ 34,105 $ (148,470 ) $ 126,474 Other comprehensive loss before income tax effect (24,022 ) (28,955 ) (2,662 ) 18,967 (36,672 ) Income tax effect (1,829 ) — 33 (33 ) (1,829 ) Other comprehensive loss (25,851 ) (28,955 ) (2,629 ) 18,934 (38,501 ) Total comprehensive income $ 100,623 $ 85,410 $ 31,476 $ (129,536 ) $ 87,973 Condensed Consolidating Statements of Comprehensive Income (Loss) For the year ended December 31, 2013 The Company Combined Guarantor Subsidiaries Combined Non-Guarantor Subsidiaries Consolidating Adjustments Total Consolidated NET SALES: Related parties $ — $ 270,314 $ 244,680 $ (3,943 ) $ 511,051 Third-party customers — 752,808 191,495 (1,041 ) 943,262 — 1,023,122 436,175 (4,984 ) 1,454,313 Cost of goods sold — 1,061,597 358,124 (4,931 ) 1,414,790 Gross profit (loss) — (38,475 ) 78,051 (53 ) 39,523 Selling, general and administrative expenses 40,831 10,456 16,190 — 67,477 Other operating expense - net — — 8,602 — 8,602 Operating income (loss) (40,831 ) (48,931 ) 53,259 (53 ) (36,556 ) Interest expense - third parties (21,543 ) (1,510 ) (38 ) — (23,091 ) Interest income (expense) - affiliates 48,126 — (48,126 ) — — Interest income - third parties 27 6 695 — 728 Net gain on forward and derivative contracts 140 16,458 — — 16,598 Gain on bargain purchase — 5,253 — — 5,253 Loss on early extinguishment of debt (3,272 ) — — — (3,272 ) Other income (expense) - net 138,548 (113 ) 94 (138,033 ) 496 Income (loss) before income taxes and equity in earnings (loss) of joint ventures 121,195 (28,837 ) 5,884 (138,086 ) (39,844 ) Income tax benefit (expense) (3,386 ) — 255 — (3,131 ) Income (loss) before equity in earnings (loss) of joint ventures 117,809 (28,837 ) 6,139 (138,086 ) (42,975 ) Equity in earnings (loss) of joint ventures (158,122 ) — 2,662 158,122 2,662 Net income (loss) $ (40,313 ) $ (28,837 ) $ 8,801 $ 20,036 $ (40,313 ) Other comprehensive income before income tax effect 60,924 31,258 22,634 (53,892 ) 60,924 Income tax effect (1,564 ) — 33 (33 ) (1,564 ) Other comprehensive income 59,360 31,258 22,667 (53,925 ) 59,360 Total comprehensive income $ 19,047 $ 2,421 $ 31,468 $ (33,889 ) $ 19,047 Condensed Consolidating Balance Sheet As of December 31, 2015 The Company Combined Guarantor Subsidiaries Combined Non-Guarantor Subsidiaries Consolidating Adjustments Total Consolidated Cash & cash equivalents $ 58,421 $ (3,647 ) $ 60,619 $ — $ 115,393 Restricted cash — 791 — — 791 Accounts receivable - net 104 8,891 480 — 9,475 Due from affiliates 13 14,493 2,911 — 17,417 Inventories 180 148,280 85,937 (2,525 ) 231,872 Prepaid and other current assets 7,713 16,242 18,457 — 42,412 Assets held for sale — — 30,697 — 30,697 Total current assets 66,431 185,050 199,101 (2,525 ) 448,057 Property, plant and equipment - net 9,188 361,626 861,442 — 1,232,256 Investment in subsidiaries 593,604 — — (593,604 ) — Due from affiliates - less current portion 632,170 — — (632,170 ) — Other assets 29,536 19,153 16,047 7,419 72,155 TOTAL $ 1,330,929 $ 565,829 $ 1,076,590 $ (1,220,880 ) $ 1,752,468 Accounts payable, trade $ 2,380 $ 53,145 $ 34,964 $ — $ 90,489 Due to affiliates 2,143 7,167 735 — 10,045 Accrued and other current liabilities 11,247 14,759 22,816 — 48,822 Accrued employee benefits costs 1,824 7,644 680 — 10,148 Industrial revenue bonds — 7,815 — — 7,815 Total current liabilities 17,594 90,530 59,195 — 167,319 Senior notes payable 247,278 — — — 247,278 Accrued pension benefits costs cost - less current portion 39,831 (11,021 ) 15,189 — 43,999 Accrued postretirement benefits costs - less current portion 4,524 119,911 1,564 — 125,999 Other liabilities 3,307 30,505 11,779 7,418 53,009 Intercompany loan — 124,518 509,652 (634,170 ) — Deferred taxes — — 96,994 — 96,994 Total noncurrent liabilities 294,940 263,913 635,178 (626,752 ) 567,279 Series A Preferred stock 1 — — — 1 Common stock 942 — 224,424 (224,424 ) 942 Additional paid-in capital 2,513,631 191,023 2,038,138 (2,229,161 ) 2,513,631 Treasury stock, at cost (86,276 ) — — — (86,276 ) Accumulated other comprehensive loss (13,125 ) (60,026 ) (39,499 ) — (112,650 ) Accumulated deficit (1,396,778 ) 80,389 (1,840,846 ) 1,859,457 (1,297,778 ) Total shareholder's equity 1,018,395 211,386 382,217 (594,128 ) 1,017,870 TOTAL $ 1,330,929 $ 565,829 $ 1,076,590 $ (1,220,880 ) $ 1,752,468 Condensed Consolidating Balance Sheet As of December 31, 2014 The Company Combined Guarantor Subsidiaries Combined Non-Guarantor Subsidiaries Consolidating Adjustments Total Consolidated Cash & cash equivalents $ 70,683 $ (1,187 ) $ 93,746 $ — $ 163,242 Restricted cash — 787 14 — 801 Accounts receivable - net — 77,173 494 — 77,667 Due from affiliates 9 30,126 1,368 — 31,503 Inventories 180 192,803 80,194 10,303 283,480 Prepaid and other current assets 4,311 10,199 13,393 1,865 29,768 Deferred taxes — 14,281 — — 14,281 Total current assets 75,183 324,182 189,209 12,168 600,742 Property, plant and equipment - net 1,788 380,234 923,961 (440 ) 1,305,543 Investment in subsidiaries 589,532 — — (589,532 ) — Due from affiliates - less current portion 719,258 — — (719,258 ) — Other assets 31,233 33,422 48,553 5,565 118,773 TOTAL $ 1,416,994 $ 737,838 $ 1,161,723 $ (1,291,497 ) $ 2,025,058 Accounts payable, trade $ 2,252 $ 109,376 $ 38,124 $ 1,691 $ 151,443 Due to affiliates — 18,730 3,531 — 22,261 Accrued and other current liabilities 13,048 64,104 22,817 3,838 103,807 Accrued employee benefits costs 1,823 7,805 531 — 10,159 Industrial revenue bonds — 7,815 — — 7,815 Total current liabilities 17,123 207,830 65,003 5,529 295,485 Senior notes payable 246,888 — — — 246,888 Accrued pension benefits costs cost - less current portion 32,136 13,942 13,828 — 59,906 Accrued postretirement benefits costs - less current portion 5,821 145,267 1,806 — 152,894 Other liabilities 3,630 32,035 11,963 5,644 53,272 Intercompany loan — 164,610 542,259 (706,869 ) — Deferred taxes — — 111,486 — 111,486 Total noncurrent liabilities 288,475 355,854 681,342 (701,225 ) 624,446 Series A Preferred stock 1 — — — 1 Common stock 939 — 215,424 (215,424 ) 939 Additional paid-in capital 2,510,261 150,861 2,136,138 (2,286,999 ) 2,510,261 Treasury stock, at cost (49,924 ) — — — (49,924 ) Accumulated other comprehensive loss (4,484 ) (74,780 ) (38,418 ) — (117,682 ) Accumulated deficit (1,345,397 ) 98,073 (1,897,766 ) 1,906,622 (1,238,468 ) Total shareholder's equity 1,111,396 174,154 415,378 (595,801 ) 1,105,127 TOTAL $ 1,416,994 $ 737,838 $ 1,161,723 $ (1,291,497 ) $ 2,025,058 Condensed Consolidating Statement of Cash Flows For the year ended December 31, 2015 The Company Combined Guarantor Subsidiaries Combined Non-Guarantor Subsidiaries Consolidating Adjustments Total Consolidated Net cash provided by operating activities $ 25,423 $ 30,890 $ 65,085 $ (89,532 ) $ 31,866 Purchase of property, plant and equipment (8,574 ) (21,477 ) (24,209 ) (440 ) (54,700 ) Purchase of remaining interest in Mt. Holly smelter 11,313 — — — 11,313 Proceeds from sale of property, plant and equipment — 14 — — 14 Restricted and other cash deposits — (4 ) 14 — 10 Intercompany transactions (4,072 ) — — 4,072 — Net cash used in investing activities (1,333 ) (21,467 ) (24,195 ) 3,632 (43,363 ) Borrowings under revolving credit facilities 1,737 — — — 1,737 Repayments under revolving credit facilities (1,737 ) — — — (1,737 ) Repurchase of common stock (36,352 ) — — — (36,352 ) Intercompany transactions — (11,883 ) (74,017 ) 85,900 — Net cash used in financing activities (36,352 ) (11,883 ) (74,017 ) 85,900 (36,352 ) CHANGE IN CASH AND CASH EQUIVALENTS (12,262 ) (2,460 ) (33,127 ) — (47,849 ) Cash and cash equivalents, beginning of year 70,683 (1,187 ) 93,746 — 163,242 Cash and cash equivalents, end of year $ 58,421 $ (3,647 ) $ 60,619 $ — $ 115,393 Condensed Consolidating Statement of Cash Flows For the year ended December 31, 2014 The Company Combined Guarantor Subsidiaries Combined Non-Guarantor Subsidiaries Consolidating Adjustments Total Consolidated Net cash provided by operating activities $ 92,338 $ 40,711 $ 139,896 $ (65,265 ) $ 207,680 Purchase of property, plant and equipment (587 ) (22,939 ) (31,603 ) 3 (55,126 ) Purchase of Sebree smelter (1,042 ) — — — (1,042 ) Purchase of remaining interest in Mt. Holly smelter (65,100 ) — — — (65,100 ) Proceeds from sale of property, plant and equipment — — 46 — 46 Restricted and other cash deposits — — 896 — 896 Net cash used in investing activities (66,729 ) (22,939 ) (30,661 ) 3 (120,326 ) Repayment of debt (2,603 ) — — — (2,603 ) Borrowings under revolving credit facilities 92,423 — — — 92,423 Repayments under revolving credit facilities (92,423 ) — (6,000 ) — (98,423 ) Issuance of common stock 403 — — — 403 Intercompany transactions — (17,801 ) (47,461 ) 65,262 — Net cash used in financing activities (2,200 ) (17,801 ) (53,461 ) 65,262 (8,200 ) CHANGE IN CASH AND CASH EQUIVALENTS 23,409 (29 ) 55,774 — 79,154 Cash and cash equivalents, beginning of year 47,274 (1,158 ) 37,972 — 84,088 Cash and cash equivalents, end of year $ 70,683 $ (1,187 ) $ 93,746 $ — $ 163,242 Condensed Consolidating Statement of Cash Flows For the year ended December 31, 2013 The Company Combined Guarantor Subsidiaries Combined Non-Guarantor Subsidiaries Consolidating Adjustments Total Consolidated Net cash provided by (used in) operating activities $ 30,462 $ (70,217 ) $ 82,776 $ (23,303 ) $ 19,718 Purchase of property, plant and equipment (1,229 ) (17,199 ) (49,649 ) — (68,077 ) Purchase of Sebree smelter (48,058 ) — — — (48,058 ) Investments and advances to joint ventures (125 ) — — — (125 ) Proceeds from sale of property, plant and equipment — 14 511 — 525 Restricted and other cash deposits — (787 ) (652 ) — (1,439 ) Net cash used in investing activities (49,412 ) (17,972 ) (49,790 ) — (117,174 ) Repayment of debt (249,604 ) — — — (249,604 ) Proceeds from issuance of debt 246,330 — — — 246,330 Borrowings under revolving credit facilities 16,725 — 6,000 — 22,725 Repayments under revolving credit facilities (16,725 ) — — — (16,725 ) Debt issuance costs (3,994 ) — — — (3,994 ) Debt retirement costs (1,208 ) — — — (1,208 ) Issuance of common stock 44 — — — 44 Intercompany transactions — 87,718 (111,021 ) 23,303 — Net cash provided by (used in) financing activities (8,432 ) 87,718 (105,021 ) 23,303 (2,432 ) CHANGE IN CASH AND CASH EQUIVALENTS (27,382 ) (471 ) (72,035 ) — (99,888 ) Cash and cash equivalents, beginning of year 74,656 (687 ) 110,007 — 183,976 Cash and cash equivalents, end of year $ 47,274 $ (1,158 ) $ 37,972 $ — $ 84,088 |