This Management's Discussion and Analysis ("MD&A") provides information that
management believes is relevant to an assessment and understanding of the
consolidated financial condition and results of operations of Century Aluminum
Company and should be read in conjunction with the accompanying consolidated
financial statements and related notes thereto. This MD&A contains
"forward-looking statements" - see "Forward-Looking Statements" above.
Overview
We are a global producer of primary aluminum with aluminum reduction facilities,
or "smelters," in the United States and Iceland. The key determinants of our
results of operations and cash flow from operations are as follows:
•      the price of primary aluminum, which is based on the London Metal Exchange

("LME") and other exchanges, plus any regional premiums and value-added

product premiums;

• the cost of goods sold, the principal components of which are electrical

power, alumina, carbon products and labor, which in aggregate represent

more than 75% of our cost of goods sold; and

• our production volume.




Recent Developments
In December 2019, an outbreak of a novel strain of coronavirus, COVID-19, was
identified in Wuhan, China. Since then, COVID-19 has spread across the globe and
has subsequently been recognized as a pandemic by the World Health Organization.
While the ultimate impact of the COVID-19 pandemic is still unknown, the virus
has already disrupted the global economy and resulted in lower prices and
decreased demand for our products. For example, the average LME price for
primary aluminum has fallen from an average of $1,792 per tonne in 2019 to
$1,690/MT for the quarter ended March 31, 2020 and $1,457/MT for April 2020.
Because we sell our product on a one- to three-month lag to current prices, the
impact of this pricing on our financial results will not be fully reflected
until future periods.
While decreases in the prices of our key cost inputs are expected to partially
offset the impact of decreased aluminum prices on our financial results, we have
also implemented a number of other measures to help mitigate the operating and
financial impact of the pandemic. Such actions include reducing discretionary
spending, optimizing working capital and deferring non-essential capital
projects.
Our plants have maintained their pre-pandemic production rates, and we continue
to sell all of our metal essentially as it is cast. We have not experienced
material customer cancellations and do not currently expect a build-up of
inventory in future periods. However, due to changes in customer orders related
to the pandemic, we have recently moved our product mix to a higher proportion
of standard products, which is expected to lower somewhat the average premium
received for our products as compared to prior periods.
In addition, as a precautionary measure in response to the COVID-19 pandemic, in
March 2020 we drew down a total of approximately $90.0 million under our U.S.
and Iceland revolving credit facilities, the proceeds of which are available, if
needed, for working capital, general corporate or other purposes.
The ultimate extent of the effects of the COVID-19 pandemic on our business,
results of operations and financial performance is highly uncertain and will
depend on future developments, and such effects could exist for an extended
period of time. Due to the above circumstances and as described generally in
this Form 10-Q, our results of operations for the three month period ended March
31, 2020 are not necessarily indicative of the results to be expected for the
full fiscal year.
See   Part II, Item 1A. Risk Factors   of this Report and   Item 1A. Risk
Factors   in our Annual Report on Form 10-K for the fiscal year ended December
31, 2019 for additional information.
Results of Operations
The following discussion for the three months ended March 31, 2020 reflects
restart activity at Hawesville and no change in production capacities at our
other operating facilities.
Our net sales are impacted primarily by the LME price for aluminum, regional and
value-added premiums, and the volume and product mix of aluminum we ship during
the period. In general, our results reflect the LME and regional premium pricing
on an approximately one to three month lag basis reflecting contractual terms
with our customers.

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

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

SHIPMENTS - PRIMARY ALUMINUM(1)



                     United States                        Iceland                            Total
                            Net Sales (in                     Net Sales (in                     Net Sales (in
               Tonnes         millions)          Tonnes         millions)          Tonnes         millions)
   2020
1st Quarter    129,114     $        273.8         73,791     $        141.0        202,905     $        414.8

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

(1) Excludes scrap aluminum sales and alumina sales. Net sales (in millions) 2020 2019 Three months ended March 31, $ 421.2 $ 490.0




Net sales for the three months ended March 31, 2020 decreased by $68.8 million
compared to the same period in 2019, primarily driven by unfavorable LME and
regional premiums of $44.0 million and unfavorable volume and product mix
impacts of $14.8 million.
Gross profit (loss) (in millions)  2020      2019
Three months ended March 31,      $ 4.8    $ (12.8 )


Gross profit for the three months ended March 31, 2020 increased compared to the
same period in 2019 primarily due to favorable raw material prices of $47.2
million, favorable power prices of $15.1 million, and lower production costs due
to decreased volume and sales mix of $9.4 million. The favorable impacts were
offset by unfavorable LME and regional premiums of $44.0 million and unfavorable
operating expenses of $5.0 million.

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

$ 8.9    $ 14.7



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

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Net gain (loss) on forward and derivative contracts (in millions) 2020 


 2019
Three months ended March 31,                                      $ 3.8    $ (5.7 )



For the three months ended March 31, 2020, we recorded gains of $3.8 million on
our forward and derivative contracts compared to losses of $(5.7) million for
the three months ended March 31, 2019 primarily due to decreases in LME forward
prices, offset by decreases in Nord Pool forward prices.

Income tax benefit (expense) (in millions) 2020 2019 Three months ended March 31,

$ 2.8    $ 2.9


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

Liquidity and Capital Resources
Liquidity
Our principal sources of liquidity are available cash and cash flow from
operations. We also have access to our existing revolving credit facilities and
have raised capital in the past through public equity and debt markets. We
regularly explore various other financing alternatives. Our principal uses of
cash include the funding of operating costs (including post-retirement
benefits), debt service requirements, capital expenditures, investments in our
growth activities and in related businesses, working capital and other general
corporate requirements.
We believe that cash provided from operations and financing will be adequate to
cover our operations and business needs over the next 12 months. As of March 31,
2020, we had cash and cash equivalents totaling approximately $147.6 million and
unused availability under our revolving credit facilities of $55.5 million,
resulting in a total liquidity position of approximately $203.1 million. As
noted above, we have also taken preemptive action to preserve our liquidity and
manage our cash flow, such as reducing our discretionary spending and optimizing
working capital. We believe that we could also access the financial markets to
sell long-term debt or equity securities. However, the COVID-19 pandemic could
continue to create uncertainty and volatility in the financial markets which may
impact our ability to access capital and/or the terms under which we can do so.
Adverse changes in the price of aluminum or our principal costs of production
could also materially impact our ability to generate and raise cash. As the
impact of the COVID-19 pandemic on the economy and our operations is fluid and
constantly evolving, we will continue to assess a variety of measures to improve
our financial performance and liquidity. Such measures might include cuts to
discretionary spending and other variable costs as well as possible reductions
of our production volumes. See   Part II, Item 1A. Risk Factors   of this Report
and   Item 1A. Risk Factors   in our Annual Report on Form 10-K for the fiscal
year ended December 31, 2019 for additional information.
Available Cash
Our available cash and cash equivalents balance at March 31, 2020 was $147.6
million compared to $38.9 million at December 31, 2019.

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Sources and Uses of Cash
Our statements of cash flows are summarized below:
                                                           Three months ended March 31,
                                                              2020               2019
                                                                   (in millions)

Net cash provided by (used in) operating activities $ 34.6 $ (21.5 ) Net cash provided by (used in) investing activities

              (5.9 )             (10.6 )
Net cash provided by (used in) financing activities              81.0

15.4

Change in cash, cash equivalents and restricted cash $ 109.7 $ (16.7 )





The increase in net cash provided by operating activities was primarily driven
by a decrease in net loss and a favorable change in accounts receivable due to
the timing of collection.

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



The increase in net cash provided by financing activities was primarily due to
outstanding borrowings on our U.S. revolving credit facility and Iceland
revolving credit facility at March 31, 2020 compared to March 31, 2019.
Borrowings on our revolving credit facilities are available, if needed, for
working capital requirements, general corporate or other purposes.
Availability Under Our Credit Facilities
The U.S. revolving credit facility, dated May 2018, provides for borrowings of
up to $175.0 million in the aggregate including up to $110.0 million under a
letter of credit sub-facility, and also includes an uncommitted accordion
feature whereby borrowers may increase the capacity of the U.S. revolving credit
facility by up to $50.0 million, subject to agreement with the lenders. The U.S.
revolving credit facility matures on the earlier of May 2023 or six months
before the stated maturity of our outstanding secured notes. Based on the
current maturity date for our outstanding secured notes of June 1, 2021, the
maturity date for the U.S. revolving credit facility would be December 1, 2020.
Upon a refinancing of our outstanding secured notes, the maturity date of our
U.S. revolving credit facility will extend to May 2023.
Any letters of credit issued and outstanding under the U.S. revolving credit
facility reduce our borrowing availability on a dollar-for-dollar basis.
We have also entered into, through our wholly-owned subsidiary Nordural
Grundartangi ehf ("Grundartangi"), a $50.0 million revolving credit facility,
dated November 2013, as amended. The Iceland revolving credit facility matures
in November 2022.
The availability of funds under our credit facilities is limited by a specified
borrowing base consisting of certain accounts receivable, inventory and
qualified cash deposits which meet the lenders' eligibility criteria. Restarts
of previously curtailed operations, for example, increase our borrowing base by
increasing our accounts receivable and inventory balances; curtailment of
production capacity would decrease our borrowing base by reducing our accounts
receivable and inventory balances. As of March 31, 2020, our U.S. revolving
credit facility had a borrowing base of $133.8 million, $45.0 million in
borrowings and $38.3 million in letters of credit outstanding. Of the
outstanding letters of credit, $20.6 million related to our domestic power
commitments and the remainder secured certain debt and workers' compensation
commitments. As of March 31, 2020, our Iceland revolving credit facility had a
borrowing base of $50.0 million and $45.0 million in borrowings.
As of March 31, 2020, our credit facilities had $55.5 million of net
availability after consideration of our outstanding borrowings and letters of
credit. We may borrow and make repayments under our credit facilities in the
ordinary course based on a number of factors, including the timing of payments
from our customers and payments to our suppliers.
Our credit facilities contain customary covenants, including restrictions on
mergers and acquisitions, indebtedness, affiliate transactions, liens, dividends
and distributions, dispositions of collateral, investments and prepayments of
indebtedness, including, a springing financial covenant that requires us to
maintain a fixed charge coverage ratio of at least 1.0 to 1.0 any time
availability under the U.S. revolving credit facility is less than or equal to
the lower of $17.5 million or 10% of the borrowing base but not less than $12.5
million. We intend to maintain availability to comply with these levels any time
we

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would not meet the ratio, which could limit our ability to access the full
amount of our availability under our U.S revolving credit facility. Our Iceland
revolving credit facility also contains a covenant that requires Grundartangi to
maintain a minimum equity ratio. As of March 31, 2020, we were in compliance
with all such covenants.
Senior Secured Notes
We have $250.0 million aggregate principal of 7.5% senior secured notes that
will mature in June 2021 ("2021 Notes"), unless earlier refinanced in accordance
with their terms. Interest on the 2021 Notes is payable semi-annually. The
indenture governing the 2021 Notes contains customary covenants which may limit
our ability, and the ability of certain of our subsidiaries, to: (i) incur
additional debt; (ii) incur additional liens; (iii) pay dividends or make
distributions in respect of capital stock; (iv) purchase or redeem capital
stock; (v) make investments or certain other restricted payments; (vi) sell
assets; (vii) issue or sell stock of certain subsidiaries; (viii) enter into
transactions with shareholders or affiliates; and (ix) effect a consolidation or
merger.
Hawesville Term Loan
On April 29, 2019, we entered into a term loan agreement with Glencore Ltd.
pursuant to which the Company borrowed $40.0 million (the "Hawesville Term
Loan"). Borrowings under the Hawesville Term Loan were used to partially finance
the second phase of the Hawesville restart project. The Hawesville Term Loan
matures on December 31, 2021, and is to be repaid in twenty-four (24) equal
monthly installments of principal that began on January 31, 2020. The Hawesville
Term Loan bears interest, due monthly, at a floating rate equal to LIBOR plus
5.375% per annum. The Hawesville Term Loan is not secured by any collateral.
Contingent Commitments
We have a contingent obligation in connection with the "unwind" of a contractual
arrangement between Century Aluminum of Kentucky ("CAKY"), Big Rivers and a
third party and the execution of a long-term cost-based power contract with
Kenergy, a member of a cooperative of Big Rivers in July 2009. This contingent
obligation consists of the aggregate payments made to Big Rivers by the third
party on CAKY's behalf in excess of the agreed upon base amount under the
long-term cost-based power contract with Kenergy. As of March 31, 2020, the
principal and accrued interest for the contingent obligation was $25.6 million,
which was fully offset by a derivative asset. We may be required to make
installment payments for the contingent obligation in the future. These payments
are contingent based on the LME price of primary aluminum and the level of
Hawesville's operations. Based on the LME forward market at March 31, 2020 and
management's estimate of the LME forward market beyond the quoted market period,
we believe that we will not be required to make payments on the contingent
obligation during the term of the agreement, which expires in 2028. There can be
no assurance that circumstances will not change, thus accelerating the timing of
such payments.
Employee Benefit Plan Contributions
In 2013, we entered into a settlement agreement with the Pension Benefit
Guarantee Corporation ("PBGC") regarding an alleged "cessation of operations" at
our Ravenswood facility. Pursuant to the terms of the agreement, we will make
additional contributions (above any minimum required contributions) to our
defined benefit pension plans totaling approximately $17.4 million. Under
certain circumstances, in periods of lower primary aluminum prices relative to
our cost of operations, we are able to defer one or more of these payments, but
would then be required to provide the PBGC with acceptable security for deferred
payments. We did not make any contributions in the three month periods ended
March 31, 2020 and 2019. We have elected to defer certain payments under the
PBGC agreement and have provided the PBGC with the appropriate security. The
remaining contributions under this agreement are approximately $9.6 million.
Section 232 Aluminum Tariff
On March 23, 2018, the U.S. implemented a 10% tariff on imported primary
aluminum products into the U.S. These tariffs are intended to protect U.S.
national security by incentivizing the restart of primary aluminum production in
the U.S., reducing reliance on imports and ensuring that domestic producers,
like Century, can supply all the aluminum necessary for critical industries and
national defense.  In addition to primary aluminum products, the tariffs also
cover certain other semi-finished products. All imports that directly compete
with our products are covered by the tariff, with the exception of imports from
Australia, Argentina, Canada and Mexico or imports that receive a product
exclusion from the Department of Commerce.
Other Items

We previously announced our intention to return our Hawesville smelter to full
production and upgrade its existing reduction technology. We project that the
total cash requirements for the restart project, including the technology
upgrade, will be approximately $150.0 million from the commencement of the
project in 2018 through its completion. The first phase of the

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

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

In 2011, our Board of Directors approved a $60.0 million common stock repurchase
program and subsequently increased this program by $70.0 million in the first
quarter of 2015. Under the program, Century is authorized to repurchase up
to $130.0 million of our outstanding shares of common stock, from time to time,
on the open market at prevailing market prices, in block trades or otherwise.
The timing and amount of any shares repurchased will be determined by our
management based on its evaluation of market conditions, the trading price of
our common stock and other factors. We made no repurchases during the years
ended 2017, 2018, and 2019, and the quarter ended March 31, 2020. As of March
31, 2020 we had $43.7 million remaining under the repurchase program
authorization. The repurchase program may be expanded, suspended or discontinued
by our Board, in its sole discretion, at any time.
In November 2009, Century Aluminum of West Virginia ("CAWV") filed a class
action complaint for declaratory judgment against the United Steel, Paper and
Forestry, Rubber, Manufacturing, Energy, Allied Industrial and Service Workers
International Union ("USW"), the USW's local and certain CAWV retirees,
individually and as class representatives ("CAWV Retirees"), seeking a
declaration of CAWV's rights to modify/terminate retiree medical benefits.
Later in November 2009, the USW and representatives of a retiree class filed a
separate suit against CAWV, Century Aluminum Company, Century Aluminum Master
Welfare Benefit Plan, and various John Does with respect to the foregoing.
On August 18, 2017, the District Court for the Southern District of West
Virginia approved a settlement agreement in respect of these actions. Under the
terms of the settlement agreement, CAWV agreed to make payments into a trust for
the benefit of the CAWV Retirees in the aggregate amount of $23.0 million over
the course of ten years. Upon approval of the settlement, we paid $5.0 million
to the aforementioned trust in September 2017 and agreed to pay the remaining
amounts under the settlement agreement in annual increments of $2.0 million for
nine years. At March 31, 2020, we had $2.0 million in other current liabilities
and $8.9 million in other liabilities related to this agreement.
We are a defendant in several actions relating to various aspects of our
business. While it is impossible to predict the ultimate disposition of any
litigation, we do not believe that any of these lawsuits, either individually or
in the aggregate, will have a material adverse effect on our financial
condition, results of operations or liquidity. See   Note 10. Commitments and
Contingencies   to the consolidated financial statements included herein for
additional information.
Capital Resources
We intend to finance our future capital expenditures from available cash, cash
flow from operations and if necessary, borrowing under our existing revolving
credit facilities. For major investment projects we would likely seek financing
from various capital and loan markets, and may potentially pursue the formation
of strategic alliances. We may be unable, however, to issue additional debt or
equity securities, or enter into other financing arrangements on attractive
terms, or at all, due to a number of factors including a lack of demand,
unfavorable pricing, poor economic conditions, unfavorable interest rates, or
our financial condition or credit rating at the time. Future uncertainty in the
U.S. and international markets and economies may adversely affect our liquidity,
our ability to access the debt or capital markets and our financial condition.
Capital expenditures incurred for the three months ended March 31, 2020 were
$3.7 million, excluding expenditures of $3.5 million associated with the restart
project at Hawesville. We estimate our total capital spending in 2020, excluding
the Hawesville restart project, will be approximately $10.0 million related to
ongoing investment projects at our plants.

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