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 June 30, 2001.

Commission file number 0-27918

Century Aluminum Company
(Exact name of Registrant as specified in its Charter)

Delaware 13-3070826
(State of Incorporation) (IRS Employer Identification No.)

2511 Garden Road 93940
Building A, Suite 200 (Zip Code)
Monterey, California
(Address of principal executive offices)

Registrant's telephone number, including area code (831) 642-9300

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 [X] No [_]

The registrant had 20,513,287 shares of common stock outstanding at July
31, 2001.

CENTURY ALUMINUM COMPANY

Index to Quarterly Report on Form 10-Q
For the Quarter Ended June 30, 2001

Part I - Financial Information

Page Number

Item 1 - Financial Statements

Consolidated Balance Sheets as of June 30, 2001
and December 31, 2000........................................... 1

Consolidated Statements of Operations for the three months
and six months ended June 30, 2001 and 2000..................... 2

Consolidated Statements of Cash Flows for the six months
ended June 30, 2001 and 2000.................................... 3

Consolidated Statement of Shareholders' Equity for the six
months ended June 30, 2001...................................... 4

Notes to the Consolidated Financial Statements.................. 5-17

Item 2 - Management's Discussion and Analysis of Financial
Condition and Results of Operations............................. 18-24

Item 3 - Quantitative and Qualitative Disclosures About Market Risk...... 24-26

Part II - Other Information

Item 1 - Legal Proceedings............................................... 27

Item 2 - Change in Securities and Use of Proceeds ....................... 27

Item 4 - Submission of Matters to a Vote of Stockholders................. 27

Item 6 - Exhibits and Reports on Form 8-K................................ 27

Signatures............................................................... 28

Exhibit Index............................................................ 29

CENTURY ALUMINUM COMPANY
CONSOLIDATED BALANCE SHEETS
(Dollars in Thousands)
(Unaudited)

June 30, December 31,
2001 2000
----------- -----------

ASSETS
Current Assets:
Cash ................................................................... $ 15,353 $ 32,962
Accounts receivable, trade - net ....................................... 68,681 31,119
Due from affiliates .................................................... 17,494 15,672
Inventories ............................................................ 78,147 44,081
Prepaid and other assets ............................................... 7,686 9,487
----------- -----------
Total current assets ............................................... 187,361 133,321
Property, Plant and Equipment - net ......................................... 433,458 184,526
Intangible Asset ............................................................ 158,378 --
Other Assets ................................................................ 32,085 15,923
----------- -----------
Total .............................................................. $ 811,282 $ 333,770
=========== ===========

LIABILITIES AND SHAREHOLDERS' EQUITY

Current Liabilities:
Accounts payable, trade ................................................ $ 46,443 $ 30,072
Due to affiliates ...................................................... 9,866 3,985
Industrial revenue bonds ............................................... 7,815 --
Accrued and other current liabilities .................................. 34,731 17,739
Accrued employee benefits costs - current portion ...................... 5,379 4,824
----------- -----------
Total current liabilities .......................................... 104,234 56,620
----------- -----------

Long Term Debt .............................................................. 321,250 --
Accrued Pension Benefits Costs - Less current portion ....................... 3,510 3,656
Accrued Postretirement Benefits Costs - Less current portion ................ 63,811 42,170
Other Liabilities ........................................................... 6,913 6,560
Deferred Taxes .............................................................. 51,365 22,125
----------- -----------
Total noncurrent liabilities ....................................... 446,849 74,511
----------- -----------

Minority Interest ........................................................... 26,393 --

Shareholders' Equity:
Convertible preferred stock ............................................ 25,000 --
Common stock (one cent par value, 50,000,000 shares authorized;
20,513,287 shares outstanding at June 30, 2001 and 20,339,203 at
December 31, 2000) ................................................... 205 203
Additional paid-in capital ............................................. 168,414 166,184
Accumulated other comprehensive income ................................. 2,125 --
Retained earnings ...................................................... 38,062 36,252
----------- -----------
Total shareholders' equity ......................................... 233,806 202,639
----------- -----------
Total .............................................................. $ 811,282 $ 333,770
=========== ===========

See notes to consolidated financial statements

CENTURY ALUMINUM COMPANY
CONSOLIDATED STATEMENTS OF OPERATIONS
(In Thousands, Except Per Share Amounts)
(Unaudited)

Three months ended Six months ended
June 30, June 30,
--------------------------- ---------------------------
2001 2000 2001 2000
----------- ----------- ----------- -----------

NET SALES:
Third-party customers ................................ $ 159,128 $ 72,943 $ 243,218 $ 144,726
Related parties ...................................... 29,791 36,122 56,391 60,788
----------- ----------- ----------- -----------
188,919 109,065 299,609 205,514
COST OF GOODS SOLD ...................................... 172,632 101,192 274,860 189,474
----------- ----------- ----------- -----------
GROSS PROFIT ............................................ 16,287 7,873 24,749 16,040

SELLING, GENERAL AND ADMINISTRATIVE EXPENSES ............ 5,335 3,070 8,926 6,455
----------- ----------- ----------- -----------
OPERATING INCOME ........................................ 10,952 4,803 15,823 9,585

GAIN ON SALE OF FABRICATING BUSINESSES .................. -- 5,156 -- 5,156
INTEREST INCOME (EXPENSE) - Net ......................... (10,341) 274 (9,991) 1,488
NET GAIN (LOSS) ON FORWARD CONTRACTS .................... -- (2,250) (176) 475
OTHER INCOME (EXPENSE) .................................. 60 2,794 (61) 2,865
----------- ----------- ----------- -----------
INCOME BEFORE INCOME TAXES .............................. 671 10,777 5,595 19,569

INCOME TAX EXPENSE ...................................... (138) (3,880) (1,911) (7,045)
----------- ----------- ----------- -----------
NET INCOME BEFORE MINORITY INTEREST ..................... 533 6,897 3,684 12,524

MINORITY INTEREST, NET OF TAX ........................... 810 -- 810 --
----------- ----------- ----------- -----------
NET INCOME .............................................. 1,343 6,897 4,494 12,524

PREFERRED DIVIDENDS ..................................... (500) -- (500) --
----------- ----------- ----------- -----------

NET INCOME AVAILABLE TO COMMON SHAREHOLDERS ............. $ 843 $ 6,897 $ 3,994 $ 12,524
=========== =========== =========== ===========
EARNINGS PER COMMON SHARE
Basic ................................................ $ 0.04 $ 0.34 $ 0.20 $ 0.62
Diluted .............................................. $ 0.04 $ 0.34 $ 0.19 $ 0.61

WEIGHTED AVERAGE COMMON SHARES OUTSTANDING
Basic ................................................ 20,502 20,339 20,431 20,339
=========== =========== =========== ===========
Diluted .............................................. 20,651 20,399 20,528 20,399
=========== =========== =========== ===========
DIVIDENDS PER COMMON SHARE .............................. $ 0.05 $ 0.05 $ 0.10 $ 0.10
=========== =========== =========== ===========

See notes to consolidated financial statements

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

Six months ended
June 30,
----------------------------
2001 2000
----------- -----------

CASH FLOWS FROM OPERATING ACTIVITIES:
Net income ........................................................... $ 4,494 $ 12,524
Adjustments to reconcile net income to net cash provided by
(used in) operating activities:
Depreciation and amortization .................................... 16,694 6,723
Deferred income taxes ............................................ 2,685 7,021
Pension and other postretirement benefits ........................ 3,450 567
Inventory market adjustment ...................................... -- 1,631
Gain on sale of fabricating businesses ........................... -- (5,156)
Minority Interest ................................................ (1,307) --
Change in operating assets and liabilities:
Accounts receivable, trade - net ............................. (6,380) 6,283
Due from affiliates .......................................... 2,683 526
Inventories .................................................. 4,228 8,729
Prepaids and other assets .................................... 2,835 (1,777)
Accounts payable, trade ...................................... (9,438) (6,990)
Due to affiliates ............................................ (1,495) (2,084)
Accrued and other current liabilities ........................ 6,131 (930)
Other - net .................................................. 509 (1,033)
----------- -----------
Net cash provided by operating activities ........................ 25,089 26,034
----------- -----------
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of property, plant and equipment ............................ (5,641) (4,549)
Proceeds from sale of property, plant and equipment .................. 22 --
Proceeds from sale of minority interest in Hawesville Operation ...... 98,971 --
Acquisitions ......................................................... (464,176) (94,734)
Restricted cash deposits ............................................. -- 5,821
----------- -----------
Net cash used in investing activities ............................ (370,824) (93,462)
----------- -----------
CASH FLOWS FROM FINANCING ACTIVITIES:
Borrowings ........................................................... 321,250 --
Financing fees ....................................................... (15,440) --
Dividends ............................................................ (2,684) (2,136)
Issuance of preferred stock .......................................... 25,000 --
----------- -----------
Net cash provided by (used in) financing activities .............. 328,126 (2,136)
----------- -----------
NET INCREASE (DECREASE) IN CASH ......................................... (17,609) (69,564)

CASH, BEGINNING OF PERIOD ............................................... 32,962 85,008
----------- -----------
CASH, END OF PERIOD ..................................................... $ 15,353 $ 15,444
=========== ===========

See notes to consolidated financial statements

CENTURY ALUMINUM COMPANY
CONSOLIDATED STATEMENT OF SHAREHOLDERS' EQUITY
(In Thousands, Except Per Share Amounts)
(Unaudited)

Additional Total
Comprehensive Preferred Common Paid-in Retained Shareholders'
Income Stock Stock Capital Earnings Equity
------ ----- ----- ------- -------- ------

Balance, December 31, 2000............... $ 203 $166,184 $ 36,252 $202,639

Comprehensive Income - 2001
Net Income - 2001.................... $ 4,494 4,494 4,494
Other Comprehensive Income:
Unrealized gain on financial
instruments, net of tax of $1,108 2,125 2,125
--------
Total comprehensive income........... $ 6,619
Cash dividends -
Common, $0.10 per share.............. (2,184) (2,184)
Accrued dividends -
Preferred, $1 per share.............. (500) (500)

Issuance of Preferred Stock.............. $ 25,000 25,000
Issuance of Common Stock
Compensation plans................... -- 2 2,230 -- 2,232
-------- -------- -------- -------- --------
Balance, June 30, 2001 .................. $ 25,000 $ 205 $168,414 $ 38,062 $233,806
======== ======== ======== ======== ========

See notes to consolidated financial statements

CENTURY ALUMINUM COMPANY
Notes to Consolidated Financial Statements
Six Month Periods Ended June 30, 2001 and 2000
(Dollars in Thousands)
(Unaudited)

1. General

Effective April 1, 2001, Century Aluminum Company ("Century" or the
"Company") completed the acquisition of NSA Ltd. ("NSA") from Southwire Company,
a privately-held wire and cable manufacturing company. NSA owns and operates an
aluminum reduction operation in Hawesville, Kentucky (the "Hawesville
Facility"). The purchase price was $460,000, plus the assumption of $7,815 in
industrial revenue bonds, and is subject to certain post closing adjustments.
Simultaneous with the closing, a subsidiary of Glencore International AG
(together with its subsidiaries, the "Glencore Group" or "Glencore") effectively
purchased a 20% interest in the Hawesville Facility for $99,000. The Glencore
20% interest consists of (1) title to the recently added fifth potline at the
Hawesville Facility, (2) a 20% undivided interest in all other assets of and
rights relating to the Hawesville Facility, other than the original four
potlines and (3) a 20% ownership in a limited liability company which holds
certain intangible assets of the Hawesville Facility (such as the alumina and
power supply contracts). In connection with the Company's financing of the NSA
acquisition, Glencore purchased $25,000 of the Company's convertible preferred
stock. Each share of convertible preferred stock entitles the holder to fully
cumulative cash dividends of 8% per annum and may be converted, at the holder's
option, into the Company's common stock at $17.92 per share. See Note 5 to the
Consolidated Financial Statements.

Century is a holding company, whose principal subsidiaries are Century
Aluminum of West Virginia, Inc. ("Century of West Virginia") and Century
Kentucky, Inc. ("Century Kentucky"). Century of West Virginia operates a primary
aluminum reduction facility in Ravenswood, West Virginia (the "Ravenswood
Facility"), and, through its wholly-owned subsidiary Berkeley Aluminum, Inc.
("Berkeley"), holds a 49.67% interest in a partnership which operates a primary
aluminum reduction facility in Mt. Holly, South Carolina (the "Mt. Holly
Facility") and a 49.67% undivided interest in the property, plant, and equipment
comprising the Mt. Holly Facility. Century Kentucky owns an 80% interest in the
reduction operations at the Hawesville Facility.

In addition to the $25,000 of convertible preferred shares, Glencore owns
7,925,000 common shares, or 38.6% of the common shares outstanding of the
Company. Century and the Glencore Group enter into various transactions such as
the purchase and sale of primary aluminum, alumina and metals risk management.

The accompanying unaudited interim consolidated financial statements of the
Company should be read in conjunction with the audited consolidated financial
statements for the year ended December 31, 2000. In management's opinion, the
unaudited interim consolidated financial statements reflect all adjustments,
which are of a normal and recurring nature, which are necessary for a fair
presentation, in all material respects, of financial results for the interim
periods presented. Operating results for the first six months of 2001 are not
necessarily indicative of the results that may be expected for the year ending
December 31, 2001.

CENTURY ALUMINUM COMPANY
Notes to Consolidated Financial Statements
Six Month Periods Ended June 30, 2001 and 2000
(Dollars in Thousands)
(Unaudited)

2. Inventories

Inventories consist of the following:

June 30, December 31,
2001 2000
--------- ---------
Raw materials ...................... $ 44,799 $ 27,784
Work-in-process .................... 7,757 3,286
Finished goods ..................... 9,824 3,859
Operating and other supplies ....... 15,767 9,152
--------- ---------
$ 78,147 $ 44,081
========= =========

At June 30, 2001 and December 31, 2000, approximately 80% and 79%,
respectively, of inventories were valued at the lower of last-in, first-out
("LIFO") cost or market. The excess of LIFO cost (or market, if lower) over
first-in, first-out ("FIFO") cost of inventory was approximately $1,201 at June
30, 2001. The excess of FIFO cost over LIFO cost of inventory was approximately
$490 at December 31, 2000.

3. Intangible Asset

Intangible asset consists of the power contract acquired in connection with
the NSA acquisition. The contract value will be amortized over its term (ten
years) using a systematic method that is reflective of the underlying value of
the contract.

4. Debt

Effective April 1, 2001, the Company entered into a $100,000 senior secured
revolving credit facility (the "Revolving Credit Facility") with a syndicate of
banks. The Revolving Credit Facility may be used for working capital needs,
capital expenditures and other general corporate purposes. The borrowing base
for purposes of determining availability is based upon certain eligible
inventory and receivables. The Company is subject to customary covenants,
including restrictions on capital expenditures, additional indebtedness, liens,
guarantees, mergers and acquisitions, dividends and maintenance of certain
financial ratios. The Company's obligations under the Revolving Credit Facility
are unconditionally guaranteed by its domestic subsidiaries (other than Century
Aluminum of Kentucky LLC) and secured by a first priority, perfected security
interest in all accounts receivable and inventory belonging to the Company and
its subsidiary borrowers. Amounts outstanding under the Revolving Credit
Facility bear interest, at the Company's option, at either a floating LIBOR rate
or Fleet National Bank's base rate, in each case plus the applicable interest
margin. The Revolving Credit Facility will mature on April 1, 2006. There were
no outstanding borrowings under the Revolving Credit Facility as of June 30,
2001.

Effective April 1, 2001, in connection with its acquisition of NSA, the
Company issued and sold $325,000 of its 11 3/4% senior secured first mortgage
notes due 2008 (the "Notes") to certain institutional investors in a private
placement under Rule 144A of the Securities Act of 1933. The payment of the

CENTURY ALUMINUM COMPANY
Notes to Consolidated Financial Statements
Six Month Periods Ended June 30, 2001 and 2000
(Dollars in Thousands)
(Unaudited)

principal of, and premium and semi-annual interest on, the Notes is guaranteed
by the Company's domestic restricted subsidiaries and secured by mortgages and
security interests granted by two of the Company's subsidiaries in all of their
respective interests in the real property, plant and equipment comprising the
Hawesville and Ravenswood facilities, in each case to the collateral agent for
the benefit of the trustee and the note holders. The Company's interest in the
Mt. Holly property, plant and equipment has not been pledged as collateral. The
Company is subject to customary covenants, including restrictions on capital
expenditures, additional indebtedness, liens, guarantees, mergers and
acquisitions, dividends and maintenance of certain financial ratios. The note
guarantees will rank equally in right of payment to the other senior
indebtedness of the guarantors and senior in right of payment to all
subordinated indebtedness of the guarantors.

Effective April 1, 2001, in connection with its acquisition of NSA, the
Company assumed industrial revenue bonds ("IRBs") in the aggregate principal
amount of $7,815. Glencore will pay a pro rata portion of the debt service costs
of the IRBs through its investment in the Hawesville Facility. The IRBs mature
on April 1, 2028, are secured by a letter of credit and bear interest at a
variable rate not to exceed 12% per annum determined weekly based on prevailing
rates for similar bonds in the bond market. The interest rate on the IRBs at
June 30, 2001 was 3.1%. 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, as provided in the indenture governing the IRBs.

5. Convertible Preferred Stock

The Company issued to Glencore 500,000 shares of its 8.0% cumulative
convertible preferred stock (the "Preferred Stock") for a cash purchase price of
$25,000. The Preferred Stock has a par value per share of $0.01, a liquidation
preference of $50 per share and ranks junior to the Notes, the IRBs, borrowings
under the Revolving Credit Facility and all of the Company's other existing and
future debt obligations. Following is a summary of the principal terms of the
Preferred Stock:

o Dividends. The holders of the Preferred Stock are entitled to receive fully
cumulative cash dividends at the rate of 8% per annum per share accruing
daily and payable when declared quarterly in arrears.

o Optional Conversion. Each share of Preferred Stock may be converted at any
time, at the option of the holder, into shares of the Company's common
stock, at a price of $17.92, subject to adjustment for stock dividends,
stock splits and other specified corporate actions.

o Voting Rights. The holders of Preferred Stock have limited voting rights to
approve: (1) any action by the Company which would adversely affect or
alter the preferences and special rights of the Preferred Stock, (2) the
authorization of any class of stock ranking senior to, prior to or ranking
equally with the Preferred Stock, and (3) any reorganization or
reclassification of the Company's capital stock or merger or consolidation
of the Company.

CENTURY ALUMINUM COMPANY
Notes to Consolidated Financial Statements
Six Month Periods Ended June 30, 2001 and 2000
(Dollars in Thousands)
(Unaudited)

o Optional Redemption. After the third anniversary of the issue date, the
Company may redeem the Preferred Stock, at its option, for cash at a price
of $52 per share, plus accrued and unpaid dividends to the date of
redemption, declining ratably to $50 per share at the end of the eighth
year.

o Transferability. The Preferred Stock is freely transferable in a private
offering or any other transaction which is exempt from, or not subject to,
the registration requirements of the Securities Act of 1933 and any
applicable state securities laws.

6. Contingencies and Commitments

Environmental Contingencies

The Company spends significant amounts for compliance with environmental
laws and regulations. While the Company believes, based upon information
currently available to management, that it will not have liabilities in this
regard which are likely to have a material adverse effect on the Company, there
can be no assurance that future remedial requirements at currently and formerly
owned or operated properties or adjacent areas will not result in a material
adverse effect on the Company's financial condition, results of operations or
liquidity.

The 1990 amendments to the Clean Air Act impose stringent standards on
aluminum industry air emissions. These amendments will affect the operations of
the Company's facilities. Technology-based standards relating to smelters and
carbon plants have been promulgated. However, the Company cannot predict the
total expenditures the Company will incur to comply with these standards. The
Company's general capital expenditure plan includes certain projects designed to
improve the Company's compliance with respect to both known and anticipated
requirements.

Pursuant to an Environmental Protection Agency ("EPA") order issued in 1994
under Section 3008(h) (the "3008(h) order") of the Resource Conservation and
Recovery Act ("RCRA"), Century of West Virginia is performing remediation
measures at a former oil pond area and in connection with cyanide contamination
in the groundwater. Century of West Virginia also conducted and, in December
1999, submitted to the EPA a RCRA facility investigation ("RFI") evaluating
other areas that may have contamination exceeding certain levels. After the RFI
is complete, Century of West Virginia will have 60 days within which to submit a
corrective measures study ("CMS") to the EPA proposing means of remediating
areas that may require cleanup. If any cleanup were required, EPA would issue a
subsequent order. The Company believes this process will not be completed before
the end of 2001. The Company is aware of some environmental contamination at
Ravenswood, and it is likely cleanup activities will be required in two areas of
the facility. The Company believes a significant portion of this contamination
is attributable to the operations of a prior owner and will be the financial
responsibility of that owner, as discussed below.

CENTURY ALUMINUM COMPANY
Notes to Consolidated Financial Statements
Six Month Periods Ended June 30, 2001 and 2000
(Dollars in Thousands)
(Unaudited)

Prior to the Company's acquisition of Ravenswood, Kaiser Aluminum &
Chemical Corporation ("Kaiser") owned and operated the facility for
approximately thirty years. Many of the conditions, which Century of West
Virginia investigated under the 3008(h) order, exist because of activities which
occurred during Kaiser's ownership and operation. With respect to those
conditions, Kaiser will be responsible for the costs of required cleanup under
the terms of the Company's agreement with Kaiser to purchase the Ravenswood
Facility (the "Kaiser Purchase Agreement"). In addition, Kaiser retained title
to certain land within the Ravenswood premises and is fully responsible for
those areas. Under current environmental laws, the Company may be required to
remediate any contamination, which was discharged from areas which Kaiser owns
or previously owned or operated. However, if such remediation is required, the
Company believes Kaiser will be liable for some or all of the costs thereof
pursuant to the Kaiser Purchase Agreement.

Under the terms of the Company's agreement to sell its fabricating
businesses to Pechiney (the "Pechiney Agreement"), the Company and Century of
West Virginia provided Pechiney with certain indemnifications. Those include the
assignment of certain of Century of West Virginia's indemnification rights under
the Kaiser Purchase Agreement (with respect to the real property transferred to
Pechiney) and the Company's indemnification rights under its stock purchase
agreement with Alcoa relating to the Company's purchase of Century Cast Plate,
Inc. The Pechiney Agreement provides further indemnifications, which are
limited, in general, to pre-closing conditions that were not disclosed to
Pechiney or to off site migration of hazardous substances from pre-closing acts
or omissions of Century of West Virginia. Environmental indemnifications under
the Pechiney Agreement expire September 20, 2005 and are payable only to the
extent they exceed $2,000.

The Hawesville Facility has been listed on the National Priorities List
under the federal Comprehensive Environmental Response, Compensation and
Liability Act. On July 6, 2000, the EPA issued a final Record of Decision
("ROD") which details response actions to be implemented at several locations at
the Hawesville site to address actual or threatened releases of hazardous
substances. Those actions include:

o removal and off-site disposal at approved landfills of certain soils
contaminated by polychlorinated biphenyls ("PCBs");

o management and containment of soils and sediments with low PCB
contamination in certain areas on-site; and

o the continued extraction and treatment of cyanide contaminated ground water
using the existing ground water treatment system.

The total capital costs for the remedial actions to be undertaken and paid
for by Southwire relative to this site are estimated under the ROD to be $12,600
and the forecast of annual operating and maintenance costs is $1,200. Under the
Company's agreement with Southwire to purchase NSA, Southwire indemnified the
Company against all on-site environmental liabilities known to exist prior to
the closing of the acquisition, including all remediation, operation and

CENTURY ALUMINUM COMPANY
Notes to Consolidated Financial Statements
Six Month Periods Ended June 30, 2001 and 2000
(Dollars in Thousands)
(Unaudited)

maintenance obligations under the ROD. Although Southwire is responsible for
operating and maintaining the ground water treatment system required under the
ROD, the Company agreed to reimburse Southwire up to $400 annually for the cost
of extracting and treating contaminated ground water on the site. Under the
terms of the Company's agreements with Glencore relating to the Company's
ownership and operation of the Hawesville Facility, Glencore will share pro rata
in any environmental costs (net of any amounts available under the indemnity
provisions in the Company's stock purchase agreement with Southwire) associated
with the Hawesville Facility.

If on-site environmental liabilities relating to NSA's pre-closing
activities that were not known to exist as of the date of the closing of the
acquisition become known within six years after the closing, the Company and
Glencore, based on each companys' respective percentage interests in the
Hawesville Facility, will share the costs of remedial action with Southwire on a
sliding scale depending on the year the claim is brought. Any on-site
environmental liabilities arising from pre-closing activities which do not
become known until on or after the sixth anniversary of the closing of the NSA
acquisition will be the responsibility of Glencore and the Company. In addition,
the Company and Glencore will be responsible for a pro rata portion of any
post-closing environmental costs which result from a change in environmental
laws after the closing or from their own activities, including a change in the
use of the facility.

The Company acquired NSA by purchasing all of the outstanding equity
securities of its parent company, Metalsco, which was a wholly owned subsidiary
of Southwire. Metalsco previously owned certain assets which are unrelated to
NSA, including the stock of Gaston Copper Recycling Corporation ("Gaston"), a
secondary metals reduction facility in South Carolina. Gaston has numerous
liabilities related to environmental conditions at its reduction facility.
Gaston and all other non-NSA assets owned at any time by Metalsco were
identified in the Company's agreement with Southwire as unwanted property and
were distributed to Southwire prior to the closing of the NSA acquisition.
Southwire indemnified the Company for all liabilities related to the unwanted
property. Southwire also retained ownership of certain land adjacent to the
Hawesville Facility containing NSA's former potliner disposal areas, which are
the sources of cyanide contamination in the facility's groundwater. Southwire
retained full responsibility for this land, which was never owned by Metalsco
and is located on the north boundary of the Hawesville site. In addition,
Southwire indemnified the Company against all risks associated with off-site
hazardous material disposals by NSA which pre-date the closing of the
acquisition.

Under the terms of the Company's agreement to purchase NSA, Southwire
secured its indemnity obligations for environmental liabilities for seven years
after the closing by posting a $15,000 letter of credit issued in our favor,
with an additional $15,000 to be posted if Southwire's net worth drops below a
pre-determined level during that period. The Company's indemnity rights under
the agreement are shared pro rata with Glencore. The amount of security
Southwire provides may increase (but not above $15,000 or $30,000, as
applicable) or decrease (but not below $3,000) if certain specified conditions
are met. The Company cannot be certain that Southwire will be able to meet its

CENTURY ALUMINUM COMPANY
Notes to Consolidated Financial Statements
Six Month Periods Ended June 30, 2001 and 2000
(Dollars in Thousands)
(Unaudited)

indemnity obligations. In that event, under certain environmental laws which
impose liability regardless of fault, the Company may be liable for any
outstanding remedial measures required under the ROD and for certain liabilities
related to the unwanted properties. If Southwire fails to meet its indemnity
obligations or if the Company's shared or assumed liability is significantly
greater than anticipated, the Company's financial condition, results of
operations and liquidity could be materially adversely affected.

The Company, together with all other past and present owners of an alumina
facility at St. Croix, Virgin Islands, has entered into an Administrative Order
on Consent with the Environmental Protection Agency (the "Order") pursuant to
which the signatories have agreed to carry out a Hydrocarbon Recovery Plan to
remove and manage oil floating on top of groundwater underlying the facility.
Recovered hydrocarbons and groundwater will be delivered to the adjacent
petroleum refinery where they will be received and managed. The owner of the
petroleum refinery will compensate the other signatories by paying them the fair
market value for the petroleum recovered. Lockheed Martin Corporation
("Lockheed"), which sold the facility to one of the Company's affiliates, Virgin
Islands Alumina Corporation ("Vialco"), in 1989, has tendered indemnity and
defense of this matter to Vialco pursuant to terms of the Lockheed -Vialco Asset
Purchase Agreement. The Company also gave certain environmental indemnity rights
to St. Croix Alumina, LLC ("St. Croix"), an indirect affiliate of Alcoa, Inc.,
when it sold the facility to St. Croix. Those rights extend only to
environmental conditions arising from Vialco's operation of the facility and
then only after St. Croix has spent $300 on such conditions. Management does not
believe Vialco will have any indemnification obligation to St. Croix arising out
of the Order. Further, management does not believe Vialco's liability under this
Order will have a material adverse effect on the Company's financial condition,
results of operations, or liquidity.

It is the Company's policy to accrue for costs associated with
environmental assessments and remedial efforts when it becomes probable that a
liability has been incurred and the costs can be reasonably estimated. The
aggregate environmental related accrued liabilities were $900 at June 30, 2001
and December 31, 2000. All accruals have been recorded without giving effect to
any possible recoveries. With respect to ongoing environmental compliance costs,
including maintenance and monitoring, such costs are expensed as incurred.

Because of the issues and uncertainties described above, and the Company's
inability to predict the requirements of the future environmental laws, there
can be no assurance that future capital expenditures and costs for environmental
compliance will not have a material adverse effect on the Company's future
financial condition, results of operations, or liquidity. Based upon all
available information, management does not believe that the outcome of these
environmental matters, or environmental matters concerning Mt. Holly, will have
a material adverse effect on the Company's financial condition, results of
operations, or liquidity.

Legal Contingencies

Century of West Virginia was a named defendant (along with many other
companies) in approximately 2,362 civil actions brought by employees of third
party contractors who allege asbestos-related diseases arising out of exposure
at facilities where they worked, including Ravenswood. All of those actions
relating to the Ravenswood Facility have been settled as to the Company and as
to Kaiser. Approximately 10 of those civil actions alleged exposure during the
period the Company owned the Ravenswood Facility, and the Company has agreed to
settlements aggregating less than $10. The Company is awaiting receipt of final
documentation of those settlements and entry of dismissal orders. Management
believes there are no pending asbestos cases against the Company which have not
been settled.

The Company has pending against it or may be subject to various other
lawsuits, claims and proceedings related primarily to employment, commercial,
environmental and safety and health matters. Although it is not presently
possible to determine the outcome of these matters, management believes their
ultimate disposition will not have a material adverse effect on the Company's
financial condition, results of operations, or liquidity.

In August 1999, an illegal, one-day work stoppage temporarily shut down one
of the Company's four production lines at the Ravenswood Facility. The cost of
this work stoppage is estimated to be approximately $10,000 including equipment
damaged as a result of the production line shutdown. During 2000, the Company
filed a claim with its insurance carrier for business interruption and equipment
damage relative to the work stoppage and has received partial settlement of
approximately $6,100. During 2001, the Company expects to receive an additional
$2,400 as final settlement of the claim.

Commitments

The Company purchases all of the electricity requirements for the
Ravenswood Facility from Ohio Power at a fixed price pursuant to a power supply
agreement, which terminates on July 31, 2003. Power for Mt. Holly is provided
under a contract with the South Carolina Public Service Authority that expires
on December 31, 2005. That contract provides fixed pricing subject to system
fuel cost adjustments. The Hawesville Facility currently purchases all of its
power from Kenergy Corp., a local retail electric cooperative, under a series of
power supply contracts. Kenergy acquires the power it provides to the Hawesville
Facility under fixed-price contracts with a subsidiary of LG&E Energy Corp.,
with delivery guaranteed by LG&E. Approximately 72% of the power is purchased
from Kenergy at fixed prices under a contract which runs through 2010. The
remaining 28% is purchased under other fixed price contracts with Kenergy which
expire at various times from 2003 to 2005.

The Company may be required to make post-closing payments to Southwire up
to an aggregate maximum of $7,000 if the price of primary aluminum on the LME
("London Metals Exchange") exceeds specified levels during the seven years
following closing of the NSA acquisition.

CENTURY ALUMINUM COMPANY
Notes to Consolidated Financial Statements
Six Month Periods Ended June 30, 2001 and 2000
(Dollars in Thousands)
(Unaudited)

Other

Century of West Virginia's hourly employees, which comprise 37% of the
Company's workforce are represented by the United Steelworkers of America and
are currently working under a four-year labor agreement effective June 1, 1999.

Century of Kentucky's hourly employees, which comprise 41% of the Company's
workforce are represented by the United Steelworkers of America and are
currently working under a five-year labor agreement effective April 1, 2001.

7. Forward Delivery Contracts and Financial Instruments

As a producer of primary aluminum products, the Company is exposed to
fluctuating raw material and primary aluminum prices. The Company routinely
enters into fixed and market priced contracts for the sale of primary aluminum
and the purchase of raw materials in future periods.

In connection with the sale of its aluminum fabricating businesses to
Pechiney in September 1999, the Company entered into a Molten Aluminum Purchase
Agreement (the "Pechiney Metal Agreement") with Pechiney that expires July 31,
2003 with provisions for extension. Pursuant to the Pechiney Metal Agreement,
Pechiney purchases, on a monthly basis, at least 23.0 million pounds and no more
than 27.0 million pounds of molten aluminum at a price determined by a
market-based formula.

Subsequent to the Company's purchase of an additional 23% interest in the
Mt. Holly Facility from Xstrata, effective April 1, 2000, the Company entered
into a ten-year agreement with Glencore (the "Glencore Metal Agreement") to sell
approximately 110.0 million pounds of primary aluminum products per year.
Selling prices for the first two years of the Glencore Metal Agreement are
determined by a market-based formula while the remaining eight years are at a
fixed price as defined in the agreement.

In connection with the NSA acquisition in April 2001, the Company entered
into a 10-year contract with Southwire (the "Southwire Metal Agreement") to
supply 240 million pounds of high-purity molten aluminum annually to Southwire's
wire and cable manufacturing facility located adjacent to the Hawesville
Facility. Under this contract, Southwire will also purchase 60 million pounds of
standard grade molten aluminum each year for the first five years of the
contract, with an option to purchase an equal amount in each of the remaining
five years. The Company and Glencore will each be responsible for providing a
pro rata portion of the aluminum supplied to Southwire under this contract,
which will represent approximately 57% of the production capacity of the
Hawesville Facility through April 2006. The price for the molten aluminum to be
delivered to Southwire from the Hawesville Facility is variable and will be
determined by reference to the U.S. Midwest Market Index. This agreement expires
on April 1, 2011, and will automatically renew for additional five-year terms,
unless either party provides 12 months notice that it has elected not to renew.

CENTURY ALUMINUM COMPANY
Notes to Consolidated Financial Statements
Six Month Periods Ended June 30, 2001 and 2000
(Dollars in Thousands)
(Unaudited)

Apart from the Pechiney Metal Agreement, Glencore Metal Agreement and
Southwire Metal Agreement, the Company had forward delivery contracts to sell
350.5 million pounds and 50.3 million pounds of primary aluminum at June 30,
2001 and December 31, 2000, respectively. Of these forward delivery contracts,
8.9 million pounds and 14.7 million pounds at June 30, 2001 and December 31,
2000, respectively, were with the Glencore Group.

The Company is party to a long-term supply agreement to purchase 936.0
million pounds of alumina annually through the end of 2001. Beginning on January
1, 2002, that agreement will be replaced by new long-term alumina supply
agreements with Glencore. These new agreements provide that Glencore will supply
a fixed quantity of alumina at prices determined by a market-based formula. In
addition, as part of its acquisition of an additional 23% interest in the Mt.
Holly Facility, the Company assumed an alumina supply agreement with Glencore
for its alumina requirements relative to the additional interest. This agreement
terminates in 2008 and is priced with a market-based formula. As part of its
acquisition of NSA, the Company assumed an alumina supply agreement with Kaiser.
That agreement expires in 2005 and is a variable-priced market based contract.

To mitigate the volatility in its market priced forward delivery contracts,
the Company enters into fixed price financial sales contracts, which settle in
cash in the period corresponding to the intended delivery dates of the forward
delivery contracts. At June 30, 2001 and December 31, 2000, the Company had
financial instruments, primarily with the Glencore Group, for 383.3 million
pounds and 453.5 million pounds, respectively. These financial instruments are
scheduled for settlement at various dates in 2001 through 2003. The Company also
had fixed price financial purchase contracts to purchase aluminum at June 30,
2001 of 1.8 million pounds. These financial instruments are scheduled for
settlement during 2001. The Company had no fixed price financial purchase
contracts to purchase aluminum at December 31, 2000. Additionally, to mitigate
the volatility of the natural gas markets, the Company enters into fixed price
financial purchase contracts, which settle in cash in the period corresponding
to the intended usage of natural gas. At June 30, 2001, the Company had
financial instruments for 3.8 million DTH's (one decatherm is equivalent to one
million British Thermal Units). These financial instruments are scheduled for
settlement at various dates in 2001 through 2005.

8. Supplemental Cash Flow Information

Six Months Ended
June 30,
---------------------
2001 2000
--------- ---------
Cash paid for:
Interest ..................... $ 1 $ 158
Income taxes ................. 382 406
Cash received for:
Interest ...................... 549 1,668
Income tax refunds ............ $ 30 $ 12,957

CENTURY ALUMINUM COMPANY
Notes to Consolidated Financial Statements
Six Month Periods Ended June 30, 2001 and 2000
(Dollars in Thousands)
(Unaudited)

9. Acquisitions

Effective April 1, 2001, the Company completed the acquisition of NSA, an
entity that operates a 237,000 metric ton per year aluminum reduction operation
in Hawesville, Kentucky. The purchase price was $460,000 plus the assumption of
$7,815 in IRBs and is subject to certain post closing adjustments. See Note 1 to
the Consolidated Financial Statements for additional details relating to the NSA
acquisition. The Company financed the NSA acquisition with: (i) proceeds from
the sale of its Notes, (ii) proceeds from the sale of its Preferred Stock to
Glencore, (ii) proceeds from the sale to Glencore of a 20% interest in the
Hawesville Facility, and (iv) available cash. The Glencore 20% interest consists
of (1) title to the recently added fifth potline at the Hawesville Facility, (2)
a 20% undivided interest in all other assets of and rights relating to the
Hawesville Facility, other than the original four potlines and (3) a 20%
ownership in a limited liability company which holds certain intangible assets
of the Hawesville Facility (such as the alumina and power supply contracts). The
Company accounted for the NSA acquisition using the purchase method of
accounting. This purchase price allocation is preliminary. See Notes 4 and 5 to
the Consolidated Financial Statements for additional information about the
financing of the NSA acquisition.

Effective April 1, 2000, Century, through its wholly-owned indirect
subsidiary Berkeley, increased its 26.67% undivided interest in the Mt. Holly
Facility to 49.67% by purchasing a 23% undivided interest from a subsidiary of
Xstrata AG, ("Xstrata") a publicly traded Swiss company. As part of the
purchase, Berkeley also acquired Xstrata's 23% interest in the general
partnership which operates and maintains the Mt. Holly Facility (the "Operating
Partnership", and together with the Mt. Holly Facility, the "Mt. Holly Assets").
Prior to Berkeley's purchase of the Mt. Holly Assets, it held a 26.67% undivided
interest in the Mt. Holly Assets. Glencore is a major shareholder of Xstrata.
The purchase was completed pursuant to an asset purchase agreement dated as of
March 31, 2000 (the "Mt. Holly Purchase Agreement") by and between Berkeley and
Xstrata. The aggregate purchase price for the Xstrata's interest in Mt. Holly
Assets was $94,734. Under the terms of the Mt. Holly Purchase Agreement,
Berkeley also agreed to assume certain of Xstrata's obligations and liabilities
relating to the Mt. Holly Assets. The terms of the Mt. Holly Purchase Agreement
were determined through arms-length negotiations between the parties. The
Company used available cash to complete the purchase and the acquisition was
accounted for using the purchase method.

The following schedule represents the unaudited pro forma results of
operations for the six months ended June 30, 2001 and 2000 assuming the
acquisitions occurred on January 1, 2000. The unaudited pro forma amounts may
not be indicative of the results that actually would have occurred if the
transactions described above had been completed and in effect for the periods
indicated or the results that may be obtained in the future.

CENTURY ALUMINUM COMPANY
Notes to Consolidated Financial Statements
Six Month Periods Ended June 30, 2001 and 2000
(Dollars in Thousands)
(Unaudited)

Six months ended June 30,
2001 2000
--------- ---------
(unaudited)

Net sales ................................. $ 385,533 $ 392,119
Net income ................................ 3,769 12,034
Net income available to common shareholders 2,769 11,034
Earnings per share ........................ $ 0.14 $ 0.54

10. New Accounting Standards

Effective January 1, 2001, the Company adopted Statement of Financial
Accounting Standards ("SFAS") No. 133, as amended by SFAS No. 138, which
establishes accounting and reporting standards for derivative instruments,
including certain derivative instruments embedded in other contracts and for
hedging activities. All derivatives, whether designated in hedging relationships
or not, are required to be recorded on the balance sheet at fair value. If the
derivative is designated as a cash flow hedge, the effective portions of the
changes in the fair value of the derivative are recorded in accumulated other
comprehensive income and are recognized in the income statement when the hedged
item affects earnings. Ineffective portions of the changes in the fair value of
the cash flow hedges are recognized in earnings. Effectiveness of hedges is
measured by a historical and probable future high correlation of changes in the
fair value of the hedging instrument with the changes in the fair value of the
hedged item. If the correlation ceases to exist, hedge accounting will be
terminated and gains and losses on forward sales contracts will be recorded as
net gains (losses) on forward contracts in the Statement of Operations.

As of January 1, 2001, the Company's financial instruments were designated
as cash flow hedges. As these financial instruments had not been recorded as
hedges prior to the adoption of SFAS No. 133, there was no transition adjustment
upon adoption. As of June 30, 2001, accounts receivable and other long-term
assets included $9,142, and accrued and other liabilities included $5,909,
representing the fair value of the Company's financial instruments. Based on the
fair value of the Company's financial instruments as of June 30, 2001,
accumulated other comprehensive income of $2,307 is expected to be reclassified
to earnings over the next twelve month period.

The Financial Accounting Standards Board's (the "FASB") Derivatives
Implementation Group (the "DIG") continues to identify and provide guidance on
various implementation issues related to SFAS Nos. 133 and 138 that are in
varying stages of review and clearance by the DIG and FASB. The Company has
adopted all DIG guidance that was required to be implemented by June 30, 2001.
The Company is currently evaluating the impact of pending DIG guidance and has
not determined if the ultimate resolution of those issues would have a material
impact on its financial statements.

CENTURY ALUMINUM COMPANY
Notes to Consolidated Financial Statements
Six Month Periods Ended June 30, 2001 and 2000
(Dollars in Thousands)
(Unaudited)

In July 2001, the FASB issued SFAS No. 141, "Business Combinations." SFAS
No. 141 requires the purchase method of accounting for business combinations
initiated after June 30, 2001 and eliminates the pooling-of-interests method.
The Company is currently assessing, but has not yet determined, the impact of
SFAS No. 141 on its financial position and results of operations.

In July 2001, the FASB issued SFAS No. 142, "Goodwill and Other Intangible
Assets", which becomes effective January 1, 2002. SFAS No. 142 requires, among
other things, the discontinuance of goodwill amortization. In addition, SFAS No.
142 includes provisions for the reclassification of certain existing recognized
intangibles as goodwill, reassessment of the useful lives of existing recognized
intangibles, reclassification of certain intangibles out of previously reported
goodwill and the identification of reporting units for purposes of assessing
potential future impairments of goodwill. SFAS No. 142 also requires the Company
to complete a transitional goodwill impairment test six months from the date of
adoption. The Company is currently assessing, but has not yet determined, the
impact of SFAS No. 142 on its financial position and results of operations.

FORWARD-LOOKING STATEMENTS - CAUTIONARY STATEMENT UNDER THE PRIVATE
SECURITIES REFORM ACT OF 1995.

This quarterly report on Form 10-Q contains certain forward-looking
statements within the meaning of Section 27A of the Securities Act of 1933 and
Section 21E of the Securities Exchange Act of 1934. Words such as "expects,"
"anticipates," "forecasts," "intends," "plans," "believes," "projects," and
"estimates" and variations of such words and similar expressions are intended to
identify such forward-looking statements. These statements include, but are not
limited to, statements regarding new business and customers, contingencies,
environmental matters and liquidity under "Part I, Item 2 - Management's
Discussion and Analysis of Financial Condition and Results of Operations," "Part
I, Item 3 - Quantitative and Qualitative Disclosures About Market Risk" and
"Part II, Item 1 Legal Proceedings." These statements are not guarantees of
future performance and involve risks and uncertainties and are based on a number
of assumptions that could ultimately prove to be wrong. Actual results and
outcomes may vary materially from what is expressed or forecast in such
statements. Among the factors that could cause actual results to differ
materially are general economic and business conditions, changes in demand for
the Company's products and services or the products of the Company's customers,
fixed asset utilization, competition, the risk of technological changes and the
Company's competitors developing more competitive technologies, the Company's
dependence on certain important customers, the availability and terms of needed
capital, risks of loss from environmental liabilities, and other risks detailed
in this report. The Company undertakes no obligation to update publicly any
forward-looking statements, whether as a result of new information, future
events or otherwise. The following information should be read in conjunction
with the Company's 2000 Form 10-K along with the consolidated financial
statements and related footnotes included within the Form 10-K.

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

Overview

The Company is a manufacturer of primary aluminum. The aluminum industry is
highly cyclical and the market price of aluminum (which trades as a commodity)
is volatile from time to time. The principal elements comprising the Company's
cost of goods sold are raw materials, energy and labor. The major raw materials
and energy sources used by the Company in its production process are alumina,
coal tar, pitch, petroleum coke, aluminum fluoride and electricity.

The Company produces t-ingot, rolling ingot, extrusion billet and foundry
ingot. Substantial portions of the Company's shipments are to a related party
(the Glencore Group).

Because a majority of the Company's costs are fixed, the Company's results
of operations are sensitive to changes in the market price of aluminum and to
fluctuations in volume. The market price for primary aluminum declined slightly
during the second quarter of 2001 compared to the first quarter.

A shortage of electrical power at affordable rates is continuing to cause a
number of the Company's competitors to curtail production at certain of their
reduction facilities. Due to the Company's use of fixed contract pricing for its
power needs, no such curtailment is anticipated at any of the Company's
facilities.

Acquisitions

Effective April 1, 2001, the Company completed the acquisition of NSA from
Southwire Company, a privately-held wire and cable manufacturing company. NSA
owns and operates the Hawesville Facility, an aluminum reduction operation in
Hawesville, Kentucky. The purchase price was $460.0 million plus the assumption
of $7.8 million in industrial revenue bonds and is subject to certain post
closing adjustments. See Note 1 to the Consolidated Financial Statements
appearing in Part I, Item 1. In connection with its financing of the
transaction, the Company issued to certain institutional investors $325.0
million of its senior secured first mortgage notes due 2008 in a private
offering exempt from registration under the Securities Act of 1933 and sold to
Glencore $25.0 million of its convertible preferred stock. See Notes 1, 4 and 5
to the Consolidated Financial Statements appearing in Part I, Item 1.

On April 1, 2000, the Company purchased an additional 23% interest in the
Mt. Holly Facility for cash consideration of $94.7 million. This purchase
increased Century's ownership in the Mt. Holly Facility to 49.67%. The Mt. Holly
Facility has the capacity to produce up to 480 million pounds of primary
aluminum per year. Century's ownership represents 238.4 million pounds of this
capacity.

Results of Operations

The second quarter of 2001 includes the results of operations of the
Company's 80 percent share in the Hawesville Facility, which was acquired on
April 1, 2001.

Century's financial highlights include (in thousands, except per share
data):

Three months ended Six months ended
June 30, June 30,
------------------------- -------------------------
2001 2000 2001 2000
--------- --------- --------- ---------

Net sales
Third-party customers ........... $ 159,128 $ 72,943 $ 243,218 $ 144,726
Related party customers ......... 29,791 36,122 56,391 60,788
--------- --------- --------- ---------
Total .............................. 188,919 109,065 299,609 205,514

Net income ......................... $ 1,343 $ 6,897 $ 4,494 $ 12,524
Net income available to
common shareholders ............ $ 843 $ 6,897 $ 3,994 $ 12,524
Earnings per share - basic ......... $ 0.04 $ 0.34 $ 0.20 $ 0.62

Net sales. Net sales for the three months ended June 30, 2001 increased
73.3% to $188.9 million from $109.1 million for the same period in 2000. The
increase was primarily the result of the increased volumes from the Company's
80% interest in Hawesville Facility beginning on April 1, 2001. Net sales for

the six months ended June 30, 2001 increased 45.8% to $299.6 million from $205.5
million for the six months ended June 30, 2000. The increase was primarily the
result of increased volumes from the Hawesville Facility and the additional 23%
interest in the Mt. Holly Facility beginning April 1, 2000.

Gross profit. Gross profit for the three months ended June 30, 2001
increased $8.4 million to $16.3 million from $7.9 million for the three months
ended June 30, 2000. The increase was primarily the result of gross margins on
sales volume from the Hawesville Facility and was partially offset by a $0.8
million charge for a non-recurring electrical power surcharge at the Mt. Holly
Facility. For the six months ended June 30, 2001 gross profit increased $8.7
million to $24.7 million from $16.0 million for the same period in 2000. The
increase was also primarily the result of gross margins on sales volume from the
Company's additional interest in the Mt. Holly Facility beginning in April 2000
and the NSA acquisition beginning in April 2001 and was partially offset by the
electrical power surcharge of $3.0 million at the Mt. Holly Facility during
first half of 2001 and the lower of cost or market reserves charge of $1.6
million during the first half of 2000.

Selling, general and administrative expenses Selling, general and
administrative expenses for the three months ended June 30, 2001 increased to
$5.3 million from $3.1 million for the three months ended June 30, 2000. This
increase was primarily the result of the inclusion of NSA's selling, general and
administrative expenses for the three months ended June 30, 2001. For the six
months ended June 30, 2001 selling, general and administrative expenses
increased to $8.9 million from $6.5 million for the six months ended June 30,
2000. This increase was primarily a result of the inclusion of NSA's selling,
general and administrative expenses following the NSA acquisition in April 2001.

Operating income. Operating income for the three and six months ended June
30, 2001 was $11.0 million and $15.8 million, respectively. This compares with
operating income of $4.8 million and $9.6 million for the three and six months
ended June 30, 2000. Operating income increased for the reasons discussed above.

Gain On Sale of Fabricating Businesses. For the three and six months ended
June 30, 2000, the Company recorded a gain on the sale of its fabricating
businesses of $5.2 million. This resulted from the settlement of post-closing
adjustments to the transaction as originally recorded.

Net Interest Income or Expense. Net interest expense during the three and
six months ended June 30, 2001 was $10.3 million and $10.0 million,
respectively. This compares with net interest income of $0.3 and $1.5 million,
respectively, for the same periods in 2000. The change in interest was a result
of using available cash to fund the acquisition of an additional interest in the
Mt. Holly Facility in April 2000 and the borrowings required to fund the NSA
acquisition in April 2001.

Net Gains/Losses on Forward Contracts. For the six months ended June 30,
2001 the Company recorded a loss on forward contracts of $0.2 million. For the
three and six months ended June 30, 2000 the Company recorded a loss of $2.3
million and a gain of $0.5 million, respectively. The Company adopted SFAS
No.133, "Accounting for Derivative Instruments and Hedging Activities," as

amended by SFAS No.138, effective January 1, 2001. See Note 10 to the
Consolidated Financial Statements appearing in Part I, Item 1. Most of the
Company's forward delivery contracts qualify for the normal purchase and sale
exemption provided by SFAS No.138. The Company's forward financial sales
contracts, which were previously recorded at fair value through the statement of
operations, have been designated as cash flow hedges as of January 1, 2001. To
the extent our cash flow hedges are effective, unrealized gains and losses on
forward sales contracts will no longer be reported in the statement of
operations, but rather will be reported in accumulated other comprehensive
income on a net of tax basis and reclassified into earnings when realized.

Other Income/Expense. Other income/expense for the three and six months
ended June 30, 2001 was $0.1 million income and $0.1 million expense,
respectively. This compares with other income of $2.8 million and $2.9 million
for the same periods in 2000. The change in other income resulted from the
receipt of $3.0 million during the quarter ended June 30, 2000 in partial
settlement of the Company's business interruption and property damage claim with
its insurance carrier. The claim was a result of the illegal work stoppage at
the Ravenswood Facility in August 1999.

Tax Provision/Benefit. Income tax expense for the three and six months
ended June 30, 2001 was $.1 million and $1.9 million, respectively. This
compares with an income tax expense of $3.9 million and $7.1 million for the
same periods in 2000. The change in income taxes was a result of lower pre-tax
income in 2001.

Net Income before Minority Interest. The Company had net income before
minority interest of $0.5 million and $3.7 million during the three and six
months ended June 30, 2001 compared to net income of $6.9 million and $12.5
million during the comparable 2000 periods. Net income before minority interest
decreased for the reasons discussed above.

Liquidity and Capital Resources

Working capital amounted to $83.1 million and $76.7 million at June 30,
2001 and December 31, 2000, respectively. The Company's liquidity requirements
arise primarily from working capital needs, capital investments and debt
service.

The Company's statements of cash flows for the six months ended June 30,
2001 and 2000 are summarized below (dollars in thousands):

2001 2000
--------- ---------

Net cash from operating activities ......... $ 25,089 $ 26,034
Net cash used in investing activities ...... (370,824) (93,462)
Net cash from (used in) financing activities 328,126 (2,136)
--------- ---------
Increase (decrease) in cash ................ $ (17,609) $ (69,564)
========= =========

Operating activities generated $25.1 million in net cash during the first
six months of 2001 as a result of increases in operating income, reductions in
investment in inventory and increases in accrued liabilities which were
partially offset by increases in accounts receivable and reductions in trade

payables. In the first six months of 2000, operating activities generated $26.0
million in net cash primarily as a result of a reduction in the investment in
inventory and a tax refund of $12.9 million.

The Company's net cash used for investing activities was $370.8 million
during the first six months of 2001. The cash was used primarily for the NSA
acquisition and was partially offset by the proceeds from the sale to Glencore
of the minority interest in the Hawesville Facility. The Company's net cash used
in investing activities was $93.5 million during the first six months of 2000.
The cash was used primarily for the acquisition of an additional interest in the
Mt. Holly Facility in April 2000.

Net cash provided from financing activities was $328.1 million during the
first six months of 2001. The cash from financing activities was primarily from
borrowings and the issuance of preferred stock related to the NSA acquisition.
The net cash used by financing activities during the first six months of 2000
was $2.1 million, which was used to fund the dividend payment for the first half
of 2000.

Effective April 1, 2001, the Company, through its wholly-owned subsidiary
Century Kentucky, Inc., completed the acquisition from Southwire Company of NSA,
which owns the Hawesville Facility. The purchase price was $460.0 million plus
the assumption of $7.8 million in industrial revenue bonds and is subject to
certain post closing adjustments. Simultaneous with the closing, Glencore
effectively purchased a 20% undivided interest in the Hawesville Facility for
$99.0 million. See Note 1 to the Consolidated Financial Statements appearing in
Part I, Item 1.

Effective April 1, 2001, the Company issued $325.0 million of 11 3/4
percent senior secured first mortgage notes due 2008 to certain institutional
investors. The Notes were sold in a private placement under Rule 144A of the
Securities Act of 1933 and the proceeds were used to finance the NSA acquisition
and related fees and expenses. The Company is subject to customary covenants,
including restrictions on capital expenditures, additional indebtedness, liens,
guarantees, mergers and acquisitions, dividends and maintenance of certain
financial ratios. See Note 4 to the Consolidated Financial Statements appearing
in Part I, Item 1. In connection with the NSA acquisition, the Company also sold
to Glencore $25 million of its Preferred Stock. See Note 5 to the Consolidated
Financial Statements appearing in Part I, Item 1.

Effective April 1, 2001 and in connection with the NSA acquisition, the
Company assumed industrial revenue bonds in the aggregate principal amount of
$7.8 million. Glencore will pay a pro rata portion of the debt service costs
through its investment in the Hawesville Facility. See Note 4 to the
Consolidated Financial Statements appearing in Part I, Item 1.

Effective April 1, 2001, the Company entered into a $100.0 million
Revolving Credit Facility with a syndicate of banks. The Revolving Credit
Facility may be used for working capital needs, capital expenditures and other
general corporate purposes. As of June 30, 2001, there were no outstanding
borrowings under the Revolving Credit Facility. See Note 4 to the Consolidated
Financial Statements appearing in Part I, Item 1.

Effective April 1, 2000, the Company, through its wholly owned indirect
subsidiary Berkeley, purchased an additional 23% interest in the Mt. Holly
Facility. The aggregate purchase price was $94.7 million, subject to certain
post-closing adjustments. The Company used available cash to complete the
purchase.

The Company believes that cash flows from operations and funds that will be
available under its bank agreements will be sufficient to meet its working
capital requirements, capital expenditures and debt service requirements in the
near term and for the foreseeable future.

Environmental Expenditures and Other Contingencies

The Company has incurred and, in the future, will continue to incur capital
expenditures and operating expenses for matters relating to environmental
control, remediation, monitoring and compliance. The aggregate environmental
related accrued liabilities were $0.9 million at June 30, 2001 and December 31,
2000. The Company believes that compliance with current environmental laws and
regulations is not likely to have a material adverse effect on the Company's
financial condition, results of operations or liquidity; however, environmental
laws and regulations have changed rapidly in recent years and the Company may
become subject to more stringent environmental laws and regulations in the
future. In addition, the Company may be required to conduct remediation
activities in the future pursuant to various orders issued by the EPA and West
Virginia Department of Environmental Protection. There can be no assurance that
compliance with more stringent environmental laws and regulations that may be
enacted in the future, or future remediation costs, would not have a material
adverse effect on the Company's financial condition, results of operations or
liquidity.

The Company is a defendant in several actions relating to various aspects
of its business. While it is impossible to predict the ultimate disposition of
any litigation, the Company does not believe that any of these lawsuits, either
individually or in the aggregate, will have a material adverse effect on the
Company's financial condition, results of operations or liquidity.

See Note 6 to Consolidated Financial Statements appearing in Part I, Item
1.

New Accounting Standards

In June 1998, the Financial Accounting Standards Board ("FASB") issued
Statement of Financial Accounting Standards ("SFAS") No. 133, "Accounting for
Derivative Instruments and Hedging Activities." In June 2000, the FASB issued
SFAS No. 138, which amended certain provisions of SFAS No. 133, including an
amendment to expand the normal purchase and sale exemption for supply contracts.
The Company was required to adopt SFAS No. 133, as amended by SFAS No. 138, on
January 1, 2001.

As of June 30, 2001 the Company's forward delivery contracts qualified for
the normal purchase and sale exemption provided in SFAS No. 138. The Company's
primary aluminum financial instruments, which were previously recorded at fair
value through the statement of operations, were designated as cash flow hedges
as of January 1, 2001 and accordingly, to the extent the Company's cash flow
hedges are effective, unrealized gains and losses are reflected as accumulated

other comprehensive income net of tax while realized gains and losses are
recorded as revenue. The Company's natural gas financial instruments, which are
designated as cash flow hedges, were recorded at fair value on the balance sheet
as of December 31, 2000 and June 30, 2001. No transition adjustment was required
upon adoption of SFAS 133. As of June 30, 2001, the Company reported a balance
in accumulated other comprehensive income of $2.1 million.

In July 2001, the FASB issued SFAS No. 142, "Goodwill and Other Intangible
Assets," which becomes effective January 1, 2002. SFAS No. 142 requires, among
other things, the discontinuance of goodwill amortization. In addition, the
standard includes provisions for the reclassification of certain existing
recognized intangibles as goodwill, reassessment of the useful lives of existing
recognized intangibles, reclassification of certain intangibles out of
previously reported goodwill and the identification of reporting units for
purposes of assessing potential future impairments of goodwill. SFAS No. 142
also requires the Company to complete a transitional goodwill impairment test
six months from the date of adoption. The Company is currently assessing, but
has not yet determined, the impact of SFAS No. 142 on its financial position and
results of operations.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

Commodity Prices

Century produces primary aluminum products. The Company's earnings are
exposed to aluminum price fluctuations. The Company manages this risk through
the issuance of forward delivery contracts and financial instruments. The
Company does not engage in trading or speculative transactions. Although the
Company has not materially participated in the purchase of call options, in
cases where Century sells forward primary aluminum, it may purchase call options
to preserve the benefit from price increases significantly above forward sales
prices. In addition, it may purchase put options to protect itself from price
decreases.

In connection with the sale of its aluminum fabricating businesses to
Pechiney in September 1999, the Company entered into the Pechiney Metal
Agreement, pursuant to which Pechiney purchases, on a monthly basis, at least
23.0 million pounds and no more than 27.0 million pounds of molten aluminum

produced at the Ravenswood Facility at a price determined by a market-based
formula. Subsequent to the Company's purchase of an additional 23% interest in
the Mt. Holly Facility from Xstrata, and effective April 1, 2000, the Company
entered into the Glencore Metal Agreement pursuant to which it sells to Glencore
110.0 million pounds of primary aluminum products per year. In connection with
the NSA acquisition in April 2001, the Company entered into the Southwire Metal
Agreement pursuant to which Southwire purchases 240 million pounds of the
high-purity molten aluminum produced at the Hawesville Facility, along with an
additional 60 million pounds of standard grade molten aluminum each year for the
first five years of the contract, with an option to purchase an equal amount in
each of the remaining five years. The Company and Glencore will each be
responsible for providing a pro rata portion of the aluminum supplied to
Southwire under the Southwire Metal Agreement. See Note 7 to the Consolidated
Financial Statements appearing in Part I, Item 1.

Apart from the Pechiney Metal Agreement, Glencore Metal Agreement and
Southwire Metal Agreement the Company had forward delivery contracts to sell
350.5 and 50.3 million pounds of primary aluminum at June 30, 2001 and December
31, 2000, respectively. Of these forward delivery contracts, 8.9 million pounds
and 14.7 million pounds at June 30, 2001 and December 31, 2000, respectively,
were with the Glencore Group.

The Company is party to a long-term supply agreement to purchase 936.0
million pounds of alumina annually through the end of 2001. Beginning January 2,
2002, that agreement will be replaced by new long-term supply agreements with
Glencore. These agreements provide for a fixed quantity of alumina at prices
determined by a market-based formula. In addition, as part of its acquisition of
an additional 23% interest in the Mt. Holly Facility, the Company assumed a
supply agreement with Glencore for the alumina raw material requirements
relative to the additional interest. The unit cost is also determined by a
market-based formula. The alumina supply agreement terminates in 2008. As part
of its NSA acquisition, the Company assumed an alumina supply agreement with
Kaiser. That agreement will terminate in 2005 and is a variable priced market
based contract.

At June 30, 2001, the Company had entered into 383.3 million pounds of
fixed priced forward primary aluminum financial sales contracts primarily with
the Glencore Group to mitigate the risk of commodity price fluctuations inherent
in its business. These contracts will be settled in cash at various dates during
2001 and 2003. The Company had forward commitments to purchase aluminum at June
30, 2001 of 1.8 million pounds. These financial instruments are scheduled for
settlement during 2001. The Company had no forward commitments to purchase
aluminum at December 31, 2000. Additionally, in order to mitigate the volatility
of the natural gas markets, the Company enters into fixed price forward
financial purchase contracts, which settle in cash in the period corresponding
to the intended usage of natural gas. At June 30, 2001, the Company had
financial instruments for 3.8 million DTH (one decatherm, or DTH, is equivalent
to one million British Thermal Units or DTUs). These financial instruments are
scheduled for settlement at various dates in 2001 through 2005.

On a hypothetical basis a $0.01 per pound increase in the market price of
primary aluminum is estimated to have an unfavorable impact of $2.4 million on
accumulated other comprehensive income for the six months ended June 30, 2001 as
a result of the forward primary aluminum financial sale contracts entered into
by the Company at June 30, 2001. This quantification of the Company's exposure
to the commodity price of aluminum is necessarily limited, as it does not take
into consideration the Company's inventory or forward delivery contracts, or the
offsetting impact upon the sales price of primary aluminum products.

On a hypothetical basis, a $0.50 per DTH decrease in the market price of
natural gas is estimated to have an unfavorable impact of $0.8 milllion on
accumulated other comprehensive income for the six months ended June 30, 2001 as
a result of the forward natural gas financial purchase contracts entered into by
the Company at June 30, 2001.

Effective January 1, 2001, to the extent the Company's cash flow hedges are
effective, unrealized gains and losses on marking forward financial sales
contracts to market will be reported in accumulated other comprehensive income
until settled, rather than in the Statement of Operations.

Century monitors its overall position, and its metals and natural gas risk
management activities are subject to the management, control and direction of
senior management. These activities are regularly reported to the Board of
Directors of Century.

Interest Rates

The Company is exposed to interest rate volatility with regard to its
industrial revenue bonds of $7.8 million at June 30, 2001. The interest rate
varies based on prevailing rates for similar bonds in the bond market. A
hypothetical 1% increase in the interest rate would increase annual interest
expense by $0.1 million.

Part II. OTHER INFORMATION

Item 1. Legal Proceedings - None.

Item 2. Changes in Securities and Use of Proceeds

(b) Effective April 1, 2001, the Company issued to Glencore 500,000 shares of
its 8.0% cumulative convertible preferred stock for a cash purchase price of
$25.0 million in a private offering exempt from registration under the
Securities Act of 1933. See Note 5 of the Consolidated Financial Statements in
Part I, Item 1.

Item 4. Submission of Matters to a Vote of Stockholders - None.

Item 6. Exhibits and Reports on Form 8-K

(a) Exhibits

The following exhibits are filed with this report on Form 10-Q:

Exhibit Number Description
-------------- -----------

10.1 Revolving Credit Agreement, dated as of April 2, 2001, among
Century Aluminum Company, Century Aluminum of West Virginia,
Inc., Berkeley Aluminum, Inc., Century Kentucky, Inc.,
Metalsco, Ltd. and NSA, Ltd., as borrowers, the lending
institutions listed on Schedule 1 thereto as Lenders, Fleet
Capital Corporation as Agent, Fleet Securities Inc. as
Arranger, and Credit Suisse First Boston, Inc. as
Syndication Agent.

10.2 Collective Bargaining Agreement, effective April 2, 2001,
between Century Aluminum of Kentucky, LLC and the United
Steelworkers of America, AFL-CIO-CLC.

10.3 Owners Agreement, dated as of April 2, 2001, between NSA,
Ltd., Glencore Acquisition I LLC and Century Aluminum of
Kentucky LLC.

10.4 Shared Services Agreement, dated April 2, 2001, by and
between Century Aluminum Company, NSA, Ltd., Glencore
Acquisition I LLC and Southwire Company.

10.5 1996 Stock Incentive Plan, as amended through June 28, 2001

(b) The Company filed an 8-K on April 17, 2001, which under Item 2 thereto,
disclosed: (i) the Company's recent acquisition of NSA, Ltd. and its
aluminum reduction facility in Hawesville, Kentucky, and (ii) the
concurrent sale to Glencore of a 20% interest in the Hawesville Facility
and related rights. On May 11, 2001, the Company filed an amendment to its
Form 8-K filed on April 17, 2001, which furnished the financial statements
and pro forma financial information for NSA as required by Item 7 of Form
8-K.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.

Century Aluminum Company

Date: August 14, 2001 By: /s/ Craig A. Davis
------------------- -----------------------------------------
Craig A. Davis
Chairman/Chief Executive Officer

Date: August 14, 2001 By: /s/ David W. Beckley
------------------- -----------------------------------------
David W. Beckley
Executive Vice-President/Chief Financial
Officer

Exhibit Index

Exhibit Number Description
-------------- -----------

10.2 Collective Bargaining Agreement, effective April 2, 2001,
between Century Aluminum of Kentucky, LLC and the
United Steelworkers of America, AFL-CIO-CLC.

10.3 Owners Agreement, dated as of April 2, 2001, between NSA,
Ltd., Glencore Acquisition I LLC and Century Aluminum of
Kentucky LLC.

10.4 Shared Services Agreement, dated April 2, 2001, by and
between Century Aluminum Company, NSA, Ltd., Glencore
Acquisition I LLC and Southwire Company.

10.5 1996 Stock Incentive Plan, as amended through June 28, 2001