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 statements of comprehensive income (loss) for three and six months ended June 30, 2016 and 2015 , condensed consolidating balance sheets as of June 30, 2016 and December 31, 2015 and the condensed consolidating statements of cash flows for the six months ended June 30, 2016 and 2015 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 three months ended June 30, 2016 The Company Combined Guarantor Subsidiaries Combined Non-Guarantor Subsidiaries Consolidating Adjustments Total Consolidated NET SALES: Related parties $ — $ 169,640 $ 144,557 $ (23,914 ) $ 290,283 Third-party customers — 36,462 9 — 36,471 Total net sales — 206,102 144,566 (23,914 ) 326,754 Cost of goods sold — 211,586 133,390 (23,804 ) 321,172 Gross profit (loss) — (5,484 ) 11,176 (110 ) 5,582 Selling, general and administrative expenses 8,261 — 1,684 — 9,945 Other operating expense - net — — 578 — 578 Operating income (loss) (8,261 ) (5,484 ) 8,914 (110 ) (4,941 ) Interest expense - third parties (5,070 ) (383 ) (44 ) — (5,497 ) Interest income (expense) - affiliates 9,727 1,997 (11,724 ) — — Interest income - third parties 38 9 124 — 171 Net gain on forward and derivative contracts — 353 — — 353 Other income (expense) - net (137 ) 21 (183 ) — (299 ) Loss before income taxes and equity in earnings (loss) of joint ventures (3,703 ) (3,487 ) (2,913 ) (110 ) (10,213 ) Income tax benefit (expense) 848 — (529 ) — 319 Loss before equity in earnings (loss) of joint ventures (2,855 ) (3,487 ) (3,442 ) (110 ) (9,894 ) Equity in earnings (loss) of joint ventures (6,660 ) — 379 6,660 379 Net loss $ (9,515 ) $ (3,487 ) $ (3,063 ) $ 6,550 $ (9,515 ) Other comprehensive income before income tax effect 1,206 777 304 (1,081 ) 1,206 Income tax effect (382 ) — 9 (9 ) (382 ) Other comprehensive income 824 777 313 (1,090 ) 824 Total comprehensive loss $ (8,691 ) $ (2,710 ) $ (2,750 ) $ 5,460 $ (8,691 ) Condensed Consolidating Statements of Comprehensive Income (Loss) For the three months ended June 30, 2015 The Company Combined Guarantor Subsidiaries Combined Non-Guarantor Subsidiaries Consolidating Adjustments Total Consolidated NET SALES: Related parties $ — $ 365,008 $ 162,000 $ (13,327 ) $ 513,681 Third-party customers — 9,100 12 698 9,810 Total net sales — 374,108 162,012 (12,629 ) 523,491 Cost of goods sold — 386,581 141,464 (12,896 ) 515,149 Gross profit (loss) — (12,473 ) 20,548 267 8,342 Selling, general and administrative expenses 9,531 770 711 (1,000 ) 10,012 Ravenswood impairment — — 30,850 — 30,850 Other operating expense - net — — 2,601 — 2,601 Operating loss (9,531 ) (13,243 ) (13,614 ) 1,267 (35,121 ) Interest expense - third parties (5,128 ) (399 ) (46 ) — (5,573 ) Interest income (expense) - affiliates 8,853 1,843 (10,696 ) — — Interest income - third parties 18 — 43 — 61 Net gain on forward and derivative contracts 177 353 36 — 566 Unrealized gain on fair value of contingent consideration — 10,287 — — 10,287 Other income (expense) - net 382 295 (584 ) — 93 Income (loss) before income taxes and equity in earnings of joint ventures (5,229 ) (864 ) (24,861 ) 1,267 (29,687 ) Income tax expense (2,889 ) — (1,963 ) (213 ) (5,065 ) Income (loss) before equity in earnings of joint ventures (8,118 ) (864 ) (26,824 ) 1,054 (34,752 ) Equity in earnings of joint ventures (25,779 ) — 855 25,779 855 Net income (loss) $ (33,897 ) $ (864 ) $ (25,969 ) $ 26,833 $ (33,897 ) Other comprehensive income before income tax effect 19,744 12,789 1,715 (14,504 ) 19,744 Income tax effect (382 ) — 9 (9 ) (382 ) Other comprehensive income 19,362 12,789 1,724 (14,513 ) 19,362 Total comprehensive income (loss) $ (14,535 ) $ 11,925 $ (24,245 ) $ 12,320 $ (14,535 ) Condensed Consolidating Statements of Comprehensive Income (Loss) For the six months ended June 30, 2016 The Company Combined Guarantor Subsidiaries Combined Non-Guarantor Subsidiaries Consolidating Adjustments Total Consolidated NET SALES: Related parties $ — $ 331,760 $ 286,211 $ (47,311 ) $ 570,660 Third-party customers — 74,930 18 — 74,948 Total net sales — 406,690 286,229 (47,311 ) 645,608 Cost of goods sold — 421,159 269,694 (47,775 ) 643,078 Gross profit (loss) — (14,469 ) 16,535 464 2,530 Selling, general and administrative expenses 16,560 — 3,010 — 19,570 Other operating expense - net — — 1,459 — 1,459 Operating income (loss) (16,560 ) (14,469 ) 12,066 464 (18,499 ) Interest expense - third parties (10,135 ) (765 ) (90 ) — (10,990 ) Interest income (expense) - affiliates 19,275 3,954 (23,229 ) — — Interest income - third parties 75 9 201 — 285 Net gain on forward and derivative contracts — 706 — — 706 Other income (expense) - net 634 15 (954 ) — (305 ) Loss before income taxes and equity in earnings (loss) of joint ventures (6,711 ) (10,550 ) (12,006 ) 464 (28,803 ) Income tax benefit 1,468 — 921 — 2,389 Loss before equity in earnings (loss) of joint ventures (5,243 ) (10,550 ) (11,085 ) 464 (26,414 ) Equity in earnings (loss) of joint ventures (20,435 ) — 736 20,435 736 Net loss $ (25,678 ) $ (10,550 ) $ (10,349 ) $ 20,899 $ (25,678 ) Other comprehensive income before income tax effect 2,412 1,555 607 (2,162 ) 2,412 Income tax effect (765 ) — 17 (17 ) (765 ) Other comprehensive income 1,647 1,555 624 (2,179 ) 1,647 Total comprehensive loss $ (24,031 ) $ (8,995 ) $ (9,725 ) $ 18,720 $ (24,031 ) Condensed Consolidating Statements of Comprehensive Income (Loss) For the six months ended June 30, 2015 The Company Combined Guarantor Subsidiaries Combined Non-Guarantor Subsidiaries Consolidating Adjustments Total Consolidated NET SALES: Related parties $ — $ 768,072 $ 335,779 $ (14,441 ) $ 1,089,410 Third-party customers — 21,974 18 — 21,992 Total net sales — 790,046 335,797 (14,441 ) 1,111,402 Cost of goods sold — 748,883 277,492 (17,410 ) 1,008,965 Gross profit — 41,163 58,305 2,969 102,437 Selling, general and administrative expenses 20,368 (174 ) 1,789 — 21,983 Ravenswood impairment — — 30,850 — 30,850 Other operating expense - net — — 4,680 — 4,680 Operating income (loss) (20,368 ) 41,337 20,986 2,969 44,924 Interest expense - third parties (10,237 ) (795 ) (92 ) — (11,124 ) Interest income (expense) - affiliates 19,079 3,630 (22,709 ) — — Interest income - third parties 33 4 166 — 203 Net gain on forward and derivative contracts 177 706 36 — 919 Unrealized gain on fair value of contingent consideration — 16,814 — — 16,814 Other income (expense) - net 919 (189 ) 2,147 (1,730 ) 1,147 Income (loss) before income taxes and equity in earnings of joint ventures (10,397 ) 61,507 534 1,239 52,883 Income tax expense (3,188 ) — (11,015 ) (163 ) (14,366 ) Income (loss) before equity in earnings of joint ventures (13,585 ) 61,507 (10,481 ) 1,076 38,517 Equity in earnings of joint ventures 53,467 — 1,365 (53,467 ) 1,365 Net income (loss) $ 39,882 $ 61,507 $ (9,116 ) $ (52,391 ) $ 39,882 Other comprehensive income before income tax effect 20,205 12,822 1,960 (14,782 ) 20,205 Income tax effect (765 ) — 17 (17 ) (765 ) Other comprehensive income 19,440 12,822 1,977 (14,799 ) 19,440 Total comprehensive income (loss) $ 59,322 $ 74,329 $ (7,139 ) $ (67,190 ) $ 59,322 Condensed Consolidating Balance Sheet As of June 30, 2016 The Company Combined Guarantor Subsidiaries Combined Non-Guarantor Subsidiaries Consolidating Adjustments Total Consolidated Cash & cash equivalents $ 47,316 $ (278 ) $ 82,346 $ — $ 129,384 Restricted cash — 795 1,874 — 2,669 Accounts receivable - net 374 13,473 457 — 14,304 Due from affiliates 138 12,604 1,769 — 14,511 Inventories 180 146,841 87,890 (3,079 ) 231,832 Prepaid and other current assets 6,383 4,699 16,871 — 27,953 Assets held for sale — — 29,695 — 29,695 Total current assets 54,391 178,134 220,902 (3,079 ) 450,348 Property, plant and equipment - net 8,532 343,026 846,046 — 1,197,604 Investment in subsidiaries 574,884 — — (574,884 ) — Due from affiliates - less current portion 635,612 4,277 — (639,889 ) — Other assets 29,094 18,288 16,836 7,418 71,636 TOTAL $ 1,302,513 $ 543,725 $ 1,083,784 $ (1,210,434 ) $ 1,719,588 Accounts payable, trade $ 1,099 $ 51,612 $ 36,592 $ — $ 89,303 Due to affiliates 200 4,478 4,984 — 9,662 Accrued and other current liabilities 10,731 14,107 23,641 — 48,479 Accrued employee benefits costs 1,824 7,502 680 — 10,006 Industrial revenue bonds — 7,815 — — 7,815 Total current liabilities 13,854 85,514 65,897 — 165,265 Senior notes payable 247,484 — — — 247,484 Accrued pension benefits costs cost - less current portion 39,300 (10,964 ) 14,599 — 42,935 Accrued postretirement benefits costs - less current portion 5,030 119,282 1,591 — 125,903 Other liabilities 2,482 31,484 11,718 7,418 53,102 Intercompany loan — 27,995 615,044 (643,039 ) — Deferred taxes — — 90,464 — 90,464 Total noncurrent liabilities 294,296 167,797 733,416 (635,621 ) 559,888 Series A Preferred stock 1 — — — 1 Common stock 942 1 228,423 (228,424 ) 942 Additional paid-in capital 2,514,227 297,899 2,075,657 (2,373,556 ) 2,514,227 Treasury stock, at cost (86,276 ) — — — (86,276 ) Accumulated other comprehensive loss (13,657 ) (58,471 ) (38,875 ) — (111,003 ) Accumulated deficit (1,420,874 ) 50,985 (1,980,734 ) 2,027,167 (1,323,456 ) Total shareholder's equity 994,363 290,414 284,471 (574,813 ) 994,435 TOTAL $ 1,302,513 $ 543,725 $ 1,083,784 $ (1,210,434 ) $ 1,719,588 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 Statement of Cash Flows For the six months ended June 30, 2016 The Company Combined Guarantor Subsidiaries Combined Non-Guarantor Subsidiaries Consolidating Adjustments Total Consolidated Net cash provided by (used in) operating activities $ (11,105 ) $ 18,847 $ 11,268 $ 4,593 $ 23,603 Purchase of property, plant and equipment — (2,697 ) (5,037 ) — (7,734 ) Restricted and other cash deposits — (4 ) (1,874 ) — (1,878 ) Intercompany transactions — — — — — Net cash used in investing activities — (2,701 ) (6,911 ) — (9,612 ) Borrowings under revolving credit facilities 595 — — — 595 Repayments under revolving credit facilities (595 ) — — — (595 ) Intercompany transactions — (12,777 ) 17,370 (4,593 ) — Net cash provided by (used in) financing activities — (12,777 ) 17,370 (4,593 ) — CHANGE IN CASH AND CASH EQUIVALENTS (11,105 ) 3,369 21,727 — 13,991 Cash and cash equivalents, beginning of period 58,421 (3,647 ) 60,619 — 115,393 Cash and cash equivalents, end of period $ 47,316 $ (278 ) $ 82,346 $ — $ 129,384 Condensed Consolidating Statement of Cash Flows For the six months ended June 30, 2015 The Company Combined Guarantor Subsidiaries Combined Non-Guarantor Subsidiaries Consolidating Adjustments Total Consolidated Net cash provided by (used in) operating activities $ 94,607 $ 29,810 $ (167,271 ) $ 103,695 $ 60,841 Purchase of property, plant and equipment (3,514 ) (14,564 ) (13,290 ) — (31,368 ) 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 — (162 ) (120 ) — (282 ) Net cash used in investing activities (3,514 ) (3,399 ) (13,410 ) — (20,323 ) Borrowings under revolving credit facilities 1,010 — — — 1,010 Repayments under revolving credit facilities (1,010 ) — — — (1,010 ) Repurchase of common stock (36,352 ) — — — (36,352 ) Intercompany transactions — (25,885 ) 129,580 (103,695 ) — Net cash provided by (used in) financing activities (36,352 ) (25,885 ) 129,580 (103,695 ) (36,352 ) CHANGE IN CASH AND CASH EQUIVALENTS 54,741 526 (51,101 ) — 4,166 Cash and cash equivalents, beginning of period 70,683 (1,187 ) 93,746 — 163,242 Cash and cash equivalents, end of period $ 125,424 $ (661 ) $ 42,645 $ — $ 167,408 |