CENTURY ALUMINUM CO (Form: 10-Q, Received: 08/10/2009 16:55:02)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

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

OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2009

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

OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from _______ to _______.

Commission file number 0-27918

Century Aluminum Company

(Exact name of Registrant as specified in its Charter)

Delaware (State or other Jurisdiction of Incorporation or Organization)	13-3070826 (IRS Employer Identification No.)
2511 Garden Road Building A, Suite 200 Monterey, California (Address of principal executive offices)	93940 (Zip Code)

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. x Yes o No

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).* o Yes o No

* - The registrant is not currently required to submit interactive data files.

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

Large Accelerated Filer	x	Accelerated Filer	o
Non-Accelerated Filer (Do not check if a smaller reporting company)	o	Smaller Reporting Company	o

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). o Yes x No

The registrant had 74,160,449 shares of common stock outstanding at July 31, 2009.

Table of contents

TABLE OF CONTENTS
	Page
PART I – FINANCIAL INFORMATION
Item 1. Financial Statements	1
Notes to Consolidated Financial Statements	4
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations	38
Item 3. Quantitative and Qualitative Disclosures about Market Risk	51
Item 4. Controls and Procedures	53
PART II – OTHER INFORMATION
Item 1. Legal Proceedings	54
Item 4. Submission of Matters to a Vote of Security Holders	54
Item 6. Exhibit Index	55
SIGNATURES	56

Table of contents

PART I – FINANCIAL INFORMATION

Item 1. Financial Statements

CENTURY ALUMINUM COMPANY
CONSOLIDATED BALANCE SHEETS
(Dollars in thousands, except share data)
(Unaudited)
	June 30,			December 31,
	2009			2008
ASSETS
Cash	$	230,031		$	129,400
Restricted cash		865			865
Short-term investments		—			13,686
Accounts receivable — net		34,609			60,859
Due from affiliates		14,063			39,062
Inventories		126,832			138,111
Prepaid and other current assets		19,901			99,861
Deferred taxes — current portion		—			32,290
Total current assets		426,301			514,134
Property, plant and equipment — net		1,319,899			1,340,037
Intangible asset — net		24,453			32,527
Due from affiliates – less current portion		7,599			7,599
Other assets		89,905			141,061
TOTAL	$	1,868,157		$	2,035,358
LIABILITIES AND SHAREHOLDERS’ EQUITY
LIABILITIES:
Accounts payable, trade	$	66,344		$	102,143
Due to affiliates		64,023			70,957
Accrued and other current liabilities		61,262			58,777
Accrued employee benefits costs — current portion		12,070			12,070
Convertible senior notes		156,704			152,700
Industrial revenue bonds		7,815			7,815
Total current liabilities		368,218			404,462
Senior unsecured notes payable		250,000			250,000
Revolving credit facility		—			25,000
Accrued pension benefits costs — less current portion		45,307			50,008
Accrued postretirement benefits costs — less current portion		161,803			219,539
Other liabilities		41,757			33,464
Deferred taxes		65,252			71,805
Total noncurrent liabilities		564,119			649,816
CONTINGENCIES AND COMMITMENTS (NOTE 14)
SHAREHOLDERS’ EQUITY:
Preferred stock (one cent par value, 5,000,000 shares authorized; 153,491 and 155,787 shares issued and outstanding at June 30, 2009 and December 31, 2008, respectively)		2			2
Common stock (one cent par value, 195,000,000 shares authorized and 74,158,900 shares issued and outstanding at June 30, 2009; 100,000,000 shares authorized and 49,052,692 shares issued and outstanding at December 31, 2008)		742			491
Additional paid-in capital		2,378,436			2,272,128
Accumulated other comprehensive loss		(67,257	)		(137,208	)
Accumulated deficit		(1,376,103	)		(1,154,333	)
Total shareholders’ equity		935,820			981,080
TOTAL	$	1,868,157		$	2,035,358

See notes to consolidated financial statements

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CENTURY ALUMINUM COMPANY
CONSOLIDATED STATEMENTS OF OPERATIONS
(Dollars in thousands, except per share amounts)
(Unaudited)

	Three months ended June 30,						Six months ended June 30,
	2009			2008			2009			2008
NET SALES:
Third-party customers	$	140,097		$	420,032		$	310,511		$	776,925
Related parties		49,056			125,165			103,229			239,414
		189,153			545,197			413,740			1,016,339
Cost of goods sold		194,380			388,973			491,328			764,120
Gross profit (loss)		(5,227	)		156,224			(77,588	)		252,219
Other operating expenses – curtailment costs		9,166			—			33,498			—
Selling, general and administrative expenses		11,271			13,851			21,391			32,717
Operating income (loss)		(25,664	)		142,373			(132,477	)		219,502
Interest expense		(7,977	)		(7,990	)		(16,019	)		(16,022	)
Interest income		352			2,291			1,076			4,814
Interest income – affiliates		144			—			286			—
Net loss on forward contracts		(3,268	)		(203,784	)		(6,870	)		(652,092	)
Other income (expense) - net		586			306			344			(227	)
Loss before income taxes and equity in earnings of joint ventures		(35,827	)		(66,804	)		(153,660	)		(444,025	)
Income tax benefit (expense)		(2,573	)		57,744			1,523			196,635
Loss before equity in earnings of joint ventures		(38,400	)		(9,060	)		(152,137	)		(247,390	)
Equity in earnings (losses) of joint ventures		(68,746	)		5,566			(69,633	)		9,959
Net loss	$	(107,146	)	$	(3,494	)	$	(221,770	)	$	(237,431	)

LOSS PER COMMON SHARE:
Basic and Diluted	$	(1.45	)	$	(0.08	)	$	(3.20	)	$	(5.78	)
WEIGHTED AVERAGE COMMON SHARES OUTSTANDING:
Basic and Diluted		74,143			41,143			69,402			41,092

See notes to consolidated financial statements

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CENTURY ALUMINUM COMPANY
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Dollars in thousands)
(Unaudited)
	Six months ended June 30,
	2009			2008
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$	(221,770	)	$	(237,431	)
Adjustments to reconcile net loss to net cash provided by operating activities:
Unrealized net loss on forward contracts		2,514			536,650
Accrued plant curtailment costs		21,051			—
Depreciation and amortization		40,063			41,860
Debt discount amortization		4,004			3,729
Lower of cost or market inventory adjustment		(38,187	)		—
Deferred income taxes		25,030			(195,874	)
Pension and other post retirement benefits		7,495			8,513
Stock-based compensation		1,269			11,658
Excess tax benefits from share-based compensation		—			(657	)
Equity investment impairment		73,234			—
Undistributed earnings of joint ventures		(3,601	)		(9,959	)
Changes in operating assets and liabilities:
Accounts receivable – net		26,250			(1,042	)
Purchase of short-term trading securities		—			(97,532	)
Sale of short-term trading securities		13,686			345,764
Due from affiliates		24,999			(6,595	)
Inventories		31,140			(30,212	)
Prepaid and other current assets		77,891			(20,821	)
Accounts payable, trade		(24,768	)		16,693
Due to affiliates		(11,435	)		7,726
Accrued and other current liabilities		(7,109	)		(5,544	)
Other – net		4,916			(2,113	)
Net cash provided by operating activities		46,672			364,813

CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of property, plant and equipment		(11,927	)		(14,956	)
Nordural expansion		(12,132	)		(32,648	)
Investments in and advances to joint ventures		(1,023	)		(27,621	)
Restricted and other cash deposits		—			(1,898	)
Net cash used in investing activities		(25,082	)		(77,123	)

CASH FLOWS FROM FINANCING ACTIVITIES:
Repayments under revolving credit facility		(25,000	)		—
Excess tax benefits from shared-based compensation		—			657
Issuance of common stock – net		104,041			2,335
Net cash provided by financing activities		79,041			2,992
NET CHANGE IN CASH		100,631			290,682
Cash, beginning of the period		129,400			60,962
Cash, end of the period	$	230,031		$	351,644

See notes to consolidated financial statements

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CENTURY ALUMINUM COMPANY

Notes to the Consolidated Financial Statements for the

Three and six months ended June 30, 2009 and 2008

(Dollars in thousands, except per share amounts)

(UNAUDITED)

General

The accompanying unaudited interim consolidated financial statements of Century Aluminum Company should be read in conjunction with the audited consolidated financial statements for the year ended December 31, 2008. In management’s opinion, the unaudited interim consolidated financial statements reflect all adjustments, which are of a normal and recurring nature, that are necessary for a fair presentation of financial results for the interim periods presented. Operating results for the first six months of 2009 are not necessarily indicative of the results that may be expected for the year ending December 31, 2009. Throughout this Form 10-Q, and unless expressly stated otherwise or as the context otherwise requires, "Century Aluminum," "Century," "we," "us," "our" and "ours" refer to Century Aluminum Company and its consolidated subsidiaries.

2.	Management’s Plans

We have incurred losses each year since 2005 and had an accumulated deficit of $1,376,103 as of June 30, 2009. For the six months ended June 30, 2009 and the year ended December 31, 2008, we sustained net losses available to common stockholders of $221,770 and $895,187 (as adjusted for the adoption of FSP APB 14-1, see Note 4), respectively. Our financial position and liquidity have been and may continue to be materially adversely affected by low aluminum prices as compared to our cost of production. If primary aluminum prices are consistent with levels recently forecasted by industry analysts, we would expect such liquidity would be sufficient to fund our operations through mid to late 2011.

Our principal sources of liquidity are available cash, cash flow from operations and available borrowings under our revolving credit facility. We will continue to explore alternative or supplementary financing arrangements to the revolving credit facility. Our principal uses of cash are operating costs, payments of principal and interest on our outstanding debt, the funding of capital expenditures and investments in related businesses, working capital and other general corporate requirements.

3.	Equity Investment Impairment

In August 2009, we signed an agreement to transfer our 50% interest in joint ventures at Gramercy Alumina LLC (“Gramercy”) and St. Ann Bauxite Limited (“SABL”) to certain subsidiaries of Noranda Aluminum Holding Corporation (together with its consolidated subsidiaries, "Noranda"). As a result, we undertook an evaluation to determine the impact, if any, on the carrying amount of the equity investments in the joint venture assets as of June 30, 2009. We concluded that the terms of the asset transfer agreement provided indications of an impairment of the equity investments in the joint ventures. As a result, we performed an impairment analysis to determine the appropriate carrying amount of these assets as of June 30, 2009. Based on the impairment analysis, we recorded a $73,234 impairment loss in the three months ended June 30, 2009. The $73,234 loss consisted of the following amounts:

	Beginning balance			Impairment gain (loss)			Ending balance
Equity investments in Gramercy and SABL, equity in the earnings of Gramercy and SABL and intercompany profit elimination	$	95,892		$	(74,783	)	$	21,109
Pension and OPEB obligations for Gramercy and SABL		(1,549	)		1,549			—
Total	$	94,343		$	(73,234	)	$	21,109

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CENTURY ALUMINUM COMPANY

Notes to the Consolidated Financial Statements - continued

(UNAUDITED)

The impairment loss was recorded on the Consolidated Statements of Operations in equity in earnings (losses) of joint ventures. On the Consolidated Balance Sheets, the impairment of the equity investments was recorded in other assets. The pension and OPEB obligations of the equity investments were recorded in accumulated other comprehensive loss.

See Note 22 Subsequent Events for additional information about the joint venture asset transfer transaction.

4.	FSP APB 14-1 Adoption

FSP APB 14-1 “Accounting for Convertible Debt Instruments That May Be Settled in Cash upon Conversion (Including Partial Cash Settlement)” (the “FSP”) fundamentally changes the accounting for certain convertible debt instruments. Issuers of convertible debt instruments that are affected by the FSP must separately account for the liability and equity components of the convertible debt instruments in a manner that reflects the entity’s hypothetical nonconvertible borrowing rate. The FSP requires the retrospective application of these changes to our financial statements back to the date of issuance of our 1.75% convertible senior notes with a cumulative effect adjustment recognized as of the beginning of the first period presented. The FSP was effective for Century Aluminum on January 1, 2009.

The FSP applies to our 1.75% convertible senior notes issued in 2004 (the “Convertible Notes”). The holders of our Convertible Notes may convert at any time at an initial conversion rate of 32.743 shares of common stock per $1,000 principal amount of notes, equivalent to a conversion price of $30.5409 per share of common stock. Upon conversion, we would deliver cash up to the principal amount of the Convertible Notes to be converted and, at our election, cash, common stock or a combination thereof for any conversion obligation in excess of the principal amount of the Convertible Notes to be converted. We did not enter into any derivative transactions in connection with the issuance of the Convertible Notes. Currently, the if-converted value of the Convertible Notes is significantly less than the principal balance of the Convertible Notes.

We applied the guidance in the FSP to measure the fair value of the liability component of the Convertible Notes using a discounted cash flow model. We assessed the expected life of the liability component to be seven years or through August 2011 (based on the noteholder’s put option in August 2011) and applied a hypothetical nonconvertible borrowing rate (7.25%) which was based on yields of similarly rated nonconvertible instruments issued in August 2004. We determined the carrying amount of the equity component by deducting the fair value of the liability component from the principal amount of the Convertible Notes. The tax effect of the temporary basis difference associated with the liability component of the Convertible Notes is recorded as an adjustment to additional paid in capital as proscribed by the FSP.

In 2004, we capitalized approximately $6,000 of transaction costs related to the issuance of the Convertible Notes. We amortize these capitalized financing fees to interest expense over the expected life of the Convertible Notes. The FSP requires the allocation of these capitalized financing fees to the liability and equity components and accounting for the allocated fees as either debt issuance costs or equity issuance costs.

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CENTURY ALUMINUM COMPANY

Notes to the Consolidated Financial Statements - continued

(UNAUDITED)

The adoption of the FSP resulted in the following amounts recognized in our financial statements:

	June 30, 2009			December 31, 2008

Principal of the liability component of 1.75% convertible senior notes	$	175,000		$	175,000
Unamortized debt discount		(18,296	)		(22,300	)
Net carrying amount of liability component of 1.75% convertible senior notes	$	156,704		$	152,700

Net carrying amount of equity component of 1.75% convertible senior notes (net of $18,261 taxes and $1,799 issuance costs)	$	32,114		$	32,114

Interest expense related to the 1.75% convertible senior notes:
	Three months ended June 30,						Six months ended June 30,
	2009			2008			2009			2008
Contractual interest coupon	$	766		$	766		$	1,532		$	1,532
Amortization of the debt discount on the liability component		2,014			1,875			4,004			3,729
Total	$	2,780			2,641		$	5,536		$	5,261

Effective interest rate for the liability component for the period		6.35	%		6.04	%		6.33	%		6.01	%

The estimated amortization expense for the debt discount for the 1.75% convertible senior notes through the remaining expected life (August 2011) is as follows:

		Six months ending December 31, 2009				2010				2011
Estimated debt discount amortization expense		$	4,149			$	8,755			$	5,392

The adoption of the FSP requires the retrospective application to all periods presented as of the beginning of the first period presented. As of January 1, 2009, the FSP was adopted and comparative financial statements of prior years have been adjusted to apply the FSP retrospectively. The line items for the 2008 financial statements which are affected by the change in accounting principle are indicated below.

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CENTURY ALUMINUM COMPANY

Notes to the Consolidated Financial Statements - continued

(UNAUDITED)

CONDENSED CONSOLIDATED BALANCE SHEETS
	December 31, 2008
	As Reported			Effect of change			As Adjusted
ASSETS
Total current assets	$	514,134		$	—		$	514,134
Property, plant and equipment — net		1,340,037			—			1,340,037
Intangible asset — net		32,527			—			32,527
Due from affiliates – less current portion		7,599			—			7,599
Other assets		141,802			(741	)		141,061
TOTAL	$	2,036,099		$	(741	)	$	2,035,358
LIABILITIES AND SHAREHOLDERS’ EQUITY
LIABILITIES:
Accounts payable, trade	$	102,143		$	—		$	102,143
Due to affiliates		70,957			—			70,957
Accrued and other current liabilities		58,777			—			58,777
Accrued employee benefits costs — current portion		12,070			—			12,070
Convertible senior notes		175,000			(22,300	)		152,700
Industrial revenue bonds		7,815			—			7,815
Total current liabilities		426,762			(22,300	)		404,462
Total noncurrent liabilities		649,816			—			649,816
SHAREHOLDERS’ EQUITY:
Preferred stock		2			—			2
Common stock		491			—			491
Additional paid-in capital		2,240,014			32,114			2,272,128
Accumulated other comprehensive loss		(137,208	)		—			(137,208	)
Accumulated deficit		(1,143,778	)		(10,555	)		(1,154,333	)
Total shareholders’ equity		959,521			21,559			981,080
TOTAL	$	2,036,099		$	(741	)	$	2,035,358

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
	Three months ended June 30, 2008
	As Reported			Effect of change			As Adjusted

Net sales	$	545,197		$	—		$	545,197
Cost of goods sold		388,973			—			388,973
Gross profit		156,224			—			156,224
Selling, general and administrative expenses		13,851			—			13,851
Operating income		142,373			—			142,373
Interest expense		(6,180	)		(1,810	)		(7,990	)
Interest income		2,291			—			2,291
Net loss on forward contracts		(203,784	)		—			(203,784	)
Other income - net		306			—			306
Loss before income taxes and equity in earnings of joint ventures		(64,994	)		(1,810	)		(66,804	)
Income tax benefit		57,087			657			57,744
Loss before equity in earnings of joint ventures		(7,907	)		(1,153	)		(9,060	)
Equity in earnings of joint ventures		5,566			—			5,566
Net loss	$	(2,341	)	$	(1,153	)	$	(3,494	)

LOSS PER COMMON SHARE:
Basic and Diluted	$	(0.06	)	$	(0.02	)	$	(0.08	)
WEIGHTED AVERAGE COMMON SHARES OUTSTANDING:
Basic and Diluted (in thousands)		41,143			41,143			41,143

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CENTURY ALUMINUM COMPANY

Notes to the Consolidated Financial Statements - continued

(UNAUDITED)

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
	Six months ended June 30, 2008
	As Reported			Effect of change			As Adjusted

Net sales	$	1,016,339		$	—		$	1,016,339
Cost of goods sold		764,120			—			764,120
Gross profit		252,219			—			252,219
Selling, general and administrative expenses		32,717			—			32,717
Operating income		219,502			—			219,502
Interest expense		(12,423	)		(3,599	)		(16,022	)
Interest income		4,814			—			4,814
Net loss on forward contracts		(652,092	)		—			(652,092	)
Other expense - net		(227	)		—			(227	)
Loss before income taxes and equity in earnings of joint ventures		(440,426	)		(3,599	)		(444,025	)
Income tax benefit		195,330			1,305			196,635
Loss before equity in earnings of joint ventures		(245,096	)		(2,294	)		(247,390	)
Equity in earnings of joint ventures		9,959			—			9,959
Net loss	$	(235,137	)	$	(2,294	)	$	(237,431	)

LOSS PER COMMON SHARE:
Basic and Diluted	$	(5.72	)	$	(0.06	)	$	(5.78	)
WEIGHTED AVERAGE COMMON SHARES OUTSTANDING:
Basic and Diluted (in thousands)		41,092			41,092			41,092

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
	Six months ended June 30, 2008
	As Reported			Effect of change			As Adjusted
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$	(235,137	)	$	(2,294	)	$	(237,431	)
Adjustments to reconcile net loss to net cash provided by operating activities:
Unrealized net loss on forward contracts		536,650			—			536,650
Depreciation and amortization		41,860			—			41,860
Debt discount amortization		—			3,729			3,729
Deferred income taxes		(194,569	)		(1,305	)		(195,874	)
Pension and other post retirement benefits		8,513			—			8,513
Stock-based compensation		11,658			—			11,658
Excess tax benefits from share-based compensation		(657	)		—			(657	)
Undistributed earnings of joint ventures		(9,959	)		—			(9,959	)
Changes in operating assets and liabilities:
Accounts receivable – net		(1,042	)		—			(1,042	)
Purchase of short-term trading securities		(97,532	)		—			(97,532	)
Sale of short-term trading securities		345,764			—			345,764
Due from affiliates		(6,595	)		—			(6,595	)
Inventories		(30,212	)		—			(30,212	)
Prepaid and other current assets		(20,821	)		—			(20,821	)
Accounts payable, trade		16,693			—			16,693
Due to affiliates		7,726			—			7,726
Accrued and other current liabilities		(5,544	)		—			(5,544	)
Other – net		(1,983	)		(130	)		(2,113	)
Net cash provided by operating activities		364,813			—			364,813

Net cash used in investing activities		(77,123	)		—			(77,123	)

Net cash provided by financing activities		2,992			—			2,992
NET CHANGE IN CASH		290,682			—			290,682
Cash, beginning of the period		60,962			—			60,962
Cash, end of the period	$	351,644		$	—		$	351,644

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CENTURY ALUMINUM COMPANY

Notes to the Consolidated Financial Statements - continued

(UNAUDITED)

Table of contents

As the result of the accounting change, our accumulated deficit as of January 1, 2008, increased $13,684 from $245,462 to $259,146.

5.	Curtailment of Operations – Ravenswood and Hawesville

On December 17, 2008, our subsidiary, Century Aluminum of West Virginia, Inc. (“CAWV”), issued a conditional Worker Adjustment and Retraining Notification Act (“WARN”) notice at its Ravenswood, West Virginia smelter (“Ravenswood”) related to a curtailment of plant operations in 60 days. This facility employed approximately 684 persons. Simultaneously with the issuance of the WARN, CAWV began the immediate curtailment of one of its four potlines which was completed by December 20, 2008. In December 2008, we incurred curtailment costs of $1,667 for this partial curtailment at CAWV. These costs were included in cost of goods sold.

On February 4, 2009, we announced the curtailment of the remaining plant operations at Ravenswood. Layoffs for the majority of Ravenswood's employees were completed by February 20, 2009. The decision to curtail the operations was due to the relatively high operating cost at Ravenswood and the depressed global price for primary aluminum.

On March 3, 2009, our subsidiary, Century Aluminum of Kentucky, announced the curtailment of one potline at its Hawesville, Kentucky aluminum smelter (“Hawesville”). Hawesville has production capacity of approximately 244,000 metric tons per year of primary aluminum from five potlines. The potline curtailment was completed in March 2009. The action reduced primary aluminum production by approximately 4,370 metric tons per month and impacted approximately 120 employees.

We incurred curtailment charges of $9,166 and $33,498 during the three and six months ended June 30, 2009, respectively, which are reported in the “Other operating expenses” line item in the Consolidated Statements of Operations. The majority of the curtailment charges related to Ravenswood. The components of the curtailment costs for the three and six months ended June 30, 2009 are as follows:

	Three months ended			Six months ended
	June 30, 2009			June 30, 2009
Severance/employee-related cost	$	(127	)	$	24,463
Alumina contract – spot sales net (gains) losses		(2,614	)		717
Alumina contract amendment cost		6,000			6,000
Power/other contract termination costs		—			6,332
Ongoing site costs		6,749			8,338
Gross expense		10,008			45,850
Pension plan curtailment adjustment		(5	)		2,478
OPEB plan curtailment adjustment		(837	)		(14,830	)
Net expense	$	9,166		$	33,498

Cash expenditure forecasts and cash payments to date

	Total gross cash expenditure forecast		Approximate cash payments through June 30, 2009
Curtailment of operations at Ravenswood and Kentucky (24 months)	$	33,000	$	11,490
Ongoing idling costs at Ravenswood (24 months)	$	32,000	$	6,888
Contract termination costs (1)	$	14,000	$	9,972

(1)	This estimate is based on realized losses to date and $6,000 in payments to St. Ann Bauxite Ltd. in compensation for the reduced bauxite sales related to alumina and bauxite contract amendments (of which $1,500 has been paid as of June 30, 2009).

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Notes to the Consolidated Financial Statements - continued

(UNAUDITED)

Table of contents

6.	Equity Offering

February 2009 Offering

In February 2009, we completed a public offering of 24,500,000 shares of common stock at a price of $4.50 per share, raising $110,250 before offering costs. The offering costs were approximately $6,209, representing underwriting discounts and commissions and offering expenses.

Glencore International AG (together with its subsidiaries, “Glencore”) purchased 13,242,250 shares of common stock in the February 2009 offering. We agreed with Glencore to amend the terms of our Standstill and Governance Agreement with Glencore to increase the percentage of our voting securities that Glencore could acquire and vote prior to April 7, 2009, in connection with Glencore’s purchase of common stock in this offering. As of June 30, 2009, we believe that Glencore beneficially owned, through its common stock, approximately 38.1% of our issued and outstanding common stock and, through its ownership of common and preferred stock, an overall 48.7% economic ownership of Century.

We intend to use the net proceeds from the sale of our common stock for general corporate purposes, including repayment of debt.

7.	Fair Value Measurements and Derivative Instruments

SFAS No. 157, “Fair Value Measurements” defines fair value, establishes a framework for measuring fair value, and expands disclosures about fair value measurements. This pronouncement applies to a broad range of other existing accounting pronouncements that require or permit fair value measurements. SFAS No. 157 defines fair value as “the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date.” Under SFAS No. 157, fair value is an exit price and that exit price should reflect all the assumptions that market participants would use in pricing the asset or liability.

Short-term Investments. Our short-term investments consist of tax-exempt municipal bonds. The market value of these investments is based upon their quoted market price in markets that are not actively traded.

Derivatives . Our derivative contracts have included natural gas forward financial purchase contracts, foreign currency forward contracts, primary aluminum forward physical delivery and financial sales contracts, the Ravenswood power contract and a short-term power contract for Hawesville. We measure the fair value of these contracts based on the quoted future market prices at the reporting date in their respective principal markets for all available periods. We discount the expected cash flows from these contracts using a risk-adjusted discount rate. The primary aluminum forward physical delivery contracts that are accounted for as derivatives are marked-to-market using the London Metals Exchange (“LME”) spot and forward market for primary aluminum and the U.S. Midwest Premium. Because there is no quoted futures market price for the U.S. Midwest premium component of the market price for primary aluminum, it is necessary for management to estimate the U.S. Midwest premium based on the historical U.S. Midwest premium. Prior to the termination of the primary aluminum forward financial sales contracts in July 2008, the term of one of these contracts extended beyond the quoted LME futures market. We estimated the fair value of that contract by making certain assumptions about future market prices of primary aluminum beyond the quoted LME market prices in 2013. These future market assumptions were significant to the fair value measurements. The Ravenswood power contract derivative is valued based in part on the LME forward market. The short-term power contract at Hawesville is valued based on forward power market prices and the expected term of the contract. See the Note 22 Subsequent Events for the impact of the new Hawesville power contract transaction.

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CENTURY ALUMINUM COMPANY

Notes to the Consolidated Financial Statements - continued

(UNAUDITED)

Fluctuations in the market prices for our primary aluminum forward financial sales contracts had a significant impact on gains and losses from forward contracts included in our financial statements from period to period. Unrealized gains and losses for these primary aluminum forward financial sales contracts were included in net loss on forward contracts. Our natural gas forward financial purchase contracts and foreign currency forward contracts are derivative contracts and qualify for cash flow hedge treatment under SFAS No. 133, “Accounting for Derivatives.” The effective portion of these contracts is recorded in other comprehensive income. The realized gains or losses on these hedges are recorded in the statement of operations when the forecasted transaction affects earnings. The ineffective portions of these hedges are recognized immediately in the statement of operations. We have no foreign currency forwards or options outstanding at June 30, 2009 or December 31, 2008. We settled our foreign currency forward contracts in October 2008.

Fair Value of Derivative Assets and Liabilities
	Balance sheet location	June 30, 2009			December 31, 2008
DERIVATIVE ASSETS:
Power contracts	Prepaid and other assets	$	49		$	2,202
TOTAL DERIVATIVE ASSETS		$	49		$	2,202

DERIVATIVE LIABILITIES:
Natural gas forward financial contracts	Accrued and other current liabilities	$	(2,051	)	$	(10,130	)
Power contracts	Accrued and other current liabilities		(480	)		—
Aluminum sales premium contracts – current portion	Accrued and other current liabilities		(1,069	)		(1,256	)
Aluminum sales premium contracts – less current portion	Other liabilities		(593	)		(503	)
TOTAL DERIVATIVE LIABILITIES		$	(4,193	)	$	(11,889	)

Derivatives in SFAS 133 Cash Flow Hedging Relationships:
	Three months ended June 30, 2009
	Amount of loss recognized in OCI on derivative, net of tax (effective portion)			Loss reclassified from OCI to income on derivatives (effective portion)				Loss recognized in income on derivative (ineffective portion)
	Amount			Location	Amount			Location	Amount

Natural gas forward financial contracts	$	(2,051	)	Cost of goods sold	$	(4,634	)		$	—

Foreign currency forwards (1)	$	(2,163	)	Cost of goods sold	$	(2,181	)	Net loss on forward contracts	$	(94	)

	Six months ended June 30, 2009
	Amount of loss recognized in OCI on derivative, net of tax (effective portion)			Loss reclassified from OCI to income on derivatives (effective portion)				Loss recognized in income on derivative (ineffective portion)
	Amount			Location	Amount			Location		Amount

Natural gas forward financial contracts	$	(2,051	)	Cost of goods sold	$	(13,377	)		—	$	—

Foreign currency forwards (1)	$	(2,163	)	Cost of goods sold	$	(4,706	)	Net loss on forward contracts		$	(1,701	)

(1)	We have no foreign currency forwards or options outstanding at June 30, 2009 or December 31, 2008. We settled our foreign currency forward contracts in October 2008.

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CENTURY ALUMINUM COMPANY

Notes to the Consolidated Financial Statements - continued

(UNAUDITED)

Natural Gas

To mitigate the volatility of the natural gas markets, we enter into fixed-price forward financial purchase contracts, accounted for as cash flow hedges, which settle in cash in the period corresponding to the intended usage of natural gas. These forward contracts, which are designated as cash flow hedges and qualify for hedge accounting under SFAS No.133, have maturities through November 2009. The critical terms of the contracts essentially match those of the underlying exposure.

The effective portion of the forward contracts gain or loss is reported in other comprehensive income, and the ineffective portion is reported currently in earnings. Each month, when we settle the natural gas forward contracts, the realized gain or loss on our cash flow hedges are recognized in income as part of our cost of goods sold.

We had the following outstanding forward financial purchase contracts to hedge forecasted transactions:

	June 30, 2009	December 31, 2008
Natural gas forward financial contracts (in thousands of MMBTU)	760	3,340

Foreign Currency

We are exposed to foreign currency risk due to fluctuations in the value of the U.S. dollar as compared to the euro, the Icelandic krona (“ISK”) and the Chinese yuan. The labor costs, maintenance costs and other local services at the Nordural facility at Grundartangi, Iceland (“Grundartangi”) are denominated in ISK and a portion of its anode costs are denominated in euros. As a result, an increase or decrease in the value of those currencies relative to the U.S. dollar would affect Grundartangi’s operating margins. In addition, we expect to incur capital expenditures for the construction of a primary aluminum facility in Helguvik, Iceland (the “Helguvik project”), although we are currently evaluating the Helguvik project’s cost, scope and schedule in light of the global credit crisis and weakening commodity prices. A significant portion of the capital expenditures for the Helguvik project are forecasted to be denominated in currencies other than the U.S. dollar with a significant portion in ISK.

We manage our foreign currency exposure by entering into foreign currency forward contracts when management deems such transactions appropriate. During 2008, we purchased foreign currency forward contracts to hedge our foreign currency risk in the ISK associated with a portion of the forecasted operating costs payable in ISK at Grundartangi and for a portion of the forecasted capital expenditures payable in ISK for the Helguvik project. These forward contracts were designated as cash flow hedges, qualified for hedge accounting under SFAS No.133 and had maturities through September 2009. The critical terms of the contracts essentially matched those of the underlying exposure. The effective portion of the forward contracts gain or loss was reported in other comprehensive income and the ineffective portion was reported currently in earnings.

Each month, when we settled the foreign currency forward contracts, the realized gain or loss on our cash flow hedges for Grundartangi operating costs was recognized in income as part of our cost of goods sold. The realized gain or loss for our cash flow hedges for the Helguvik capital expenditures were accumulated in other comprehensive income and will be reclassified to earnings when the project is completed as part of the depreciation expense of the capital assets.

In October 2008, following the appreciable devaluation of the ISK versus the U.S. dollar, we reached an agreement with our counterparties and settled the remaining forward contracts that extended through September 2009.

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CENTURY ALUMINUM COMPANY

Notes to the Consolidated Financial Statements - continued

(UNAUDITED)

We recognized losses of approximately $94 and $1,701 in the three and six months ended June 30, 2009, respectively, (none in three and six months ended June 30, 2008) on the ineffective portions of the forward contracts for the forecasted Helguvik capital expenditures. These losses are recorded in net loss on forward contracts in our Consolidated Statements of Operations. The ineffective portion of these forward contracts represents forward contract positions in excess of the revised forecast schedule of Helguvik capital expenditures.

The foreign currency forward and natural gas forward financial purchase contracts are subject to counterparty credit risk. However, we only enter into forward financial contracts with counterparties we determine to be creditworthy at the time of entering into the contract. Due to the fact that we are currently in a liability position for almost all of our forward contracts, our counterparty risk is very minimal at this time. If any counterparty failed to perform according to the terms of the contract, the impact would be limited to the difference between the contract price and the market price applied to the contract volume on the date of settlement.

As of June 30, 2009, an accumulated other comprehensive loss of $6,373 is expected to be reclassified to earnings over the next 12-month period.

Derivatives not designated as hedging instruments under SFAS 133:
	Gain (loss) recognized in income on derivative
		Three months ended June 30, 2009			Six months ended June 30, 2009
	Location	Amount			Amount

Power contracts	Net loss on forward contracts	$	(431	)	$	(2,547	)

Aluminum sales premium contracts	Related party sales		872			1,676
Aluminum sales premium contracts	Net loss on forward contracts		(514	)		(392	)

Power

We are party to a power supply agreement at Ravenswood that contains LME-based pricing provisions that are an embedded derivative. The embedded derivative does not qualify for cash flow hedge treatment and is marked to market quarterly. Based on our expected power usage over the remaining term of the contract, gains and losses associated with the embedded derivative are recorded in net loss on forward contracts in the Consolidated Statements of Operations. We have recorded a derivative asset of $49 and $2,202 for the embedded derivative at June 30, 2009 and December 31, 2008, respectively.

In April 2009, we amended a short-term power contract at Hawesville. As a result of the amendment, the power contract qualified as a derivative and was marked-to-market at June 30, 2009. The short-term power contract at Hawesville was valued based on forward power market prices and the expected term of the contract. We recorded, in accrued and other current liabilities in the Consolidated Statements of Operations, a derivative liability of $480 for the derivative at June 30, 2009.

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CENTURY ALUMINUM COMPANY

Notes to the Consolidated Financial Statements - continued

(UNAUDITED)

Aluminum sales premium contracts

The Glencore Metal Agreement I is a physical delivery contract for 50,000 mtpy of primary aluminum through December 31, 2009 with variable, LME-based pricing. We account for the Glencore Metal Agreement I as a derivative instrument under SFAS No. 133. We have not designated the Glencore Metal Agreement I as “normal” because it replaced and was a substitute for a significant portion of a sales contract which did not qualify for this designation. Because the Glencore Metal Agreement I is variably priced, we do not expect significant variability in its fair value, other than changes that might result from the absence of the U.S. Midwest premium. Gains and losses on the derivative are based on, (1) the difference between a contracted U.S. Midwest premium and the actual U.S. Midwest premium at settlement, and (2) the difference between a contracted U.S. Midwest premium and a forecast of the U.S. Midwest premium for future periods. Settlements are recorded in related party sales. Unrealized gains (losses) based on forecasted U.S. Midwest premiums are recorded in net loss on forward contracts on the Consolidated Statements of Operations.

The Glencore Metal Agreement II is a physical delivery contract for 20,400 mtpy of primary aluminum through December 31, 2013 with variable, LME-based pricing. Under the Glencore Metal Agreement II, pricing is based on market prices, adjusted by a negotiated U.S. Midwest premium with a cap and a floor as applied to the current U.S. Midwest premium. We account for the Glencore Metal Agreement II as a derivative instrument under SFAS No. 133. Gains and losses on the derivative are based on the difference between the contracted U.S. Midwest premium and actual and forecasted U.S. Midwest premiums. Settlements are recorded in related party sales. Unrealized gains (losses) based on forecasted U.S. Midwest premiums are recorded in net loss on forward contracts on the Consolidated Statements of Operations.

We had the following outstanding forward contracts that were entered into that were not designated as hedging instruments:

	June 30, 2009	December 31, 2008
Power contracts (in megawatt hours ("MWH")) (1)	26,840	1,066,000
Aluminum sales contract premiums (metric tons) (2)	118,093	152,000

(1)

Amount includes approximately 23,000 MWH for expected usage under a Hawesville power contract that was amended in the second quarter of 2009 which required mark-to-market accounting as a result of the amendments. We mark the Ravenswood power contract to market based on our expected usage during the remaining term of the contract. This contract term is dependent on the outcome of a pending rate case. We expect the outcome of the rate case to be completed around September 2009.

(2)

Represents the remaining physical deliveries under our Glencore Metal Agreements I and II.

Fair Value Measurements

The following table sets forth by level within the SFAS No. 157 fair value hierarchy our financial assets and liabilities that were accounted for at fair value on a recurring basis. As required by SFAS No. 157, financial assets and liabilities are classified in their entirety based on the lowest level of input that is significant to the fair value measurement. Our assessment of the significance of a particular input to the fair value measurement requires judgment, and may affect the valuation of fair value assets and liabilities and the placement within the fair value hierarchy levels.

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CENTURY ALUMINUM COMPANY

Notes to the Consolidated Financial Statements - continued

(UNAUDITED)

Recurring Fair Value Measurements	As of June 30, 2009
	Level 1			Level 2		Level 3			Total
ASSETS:
Derivative assets	$	—		$	—	$	49		$	49

LIABILITIES:
Derivative liabilities	$	(2,051	)	$	—	$	(2,142	)	$	(4,193	)

Recurring Fair Value Measurements	As of December 31, 2008
	Level 1			Level 2		Level 3			Total
ASSETS:
Short-term investments	$	—		$	13,686	$	—		$	13,686
Derivative assets		—			—		2,202			2,202
TOTAL	$	—		$	13,686	$	2,202		$	15,888

LIABILITIES:
Derivative liabilities	$	(10,130	)	$	—	$	(1,759	)	$	(11,889	)

Change in Level 3 Fair Value Measurements during the three months ended June 30,
	Derivative liabilities/assets
	2009			2008
Beginning balance April 1,	$	(1,339	)	$	(1,477,113	)
Total loss (realized/unrealized) included in earnings		(3,159	)		(203,720	)
Settlements		2,405			66,612
Ending balance, June 30	$	(2,093	)	$	(1,614,221	)

Amount of total loss included in earnings attributable to the change in unrealized losses relating to assets and liabilities held at June 30,	$	(2,911	)	$	(140,719	)

Change in Level 3 Fair Value Measurements during the six months ended June 30,
	Derivative liabilities/assets
	2009			2008
Beginning balance January 1,	$	443		$	(1,070,290	)
Total loss (realized/unrealized) included in earnings		(5,105	)		(651,958	)
Settlements		2,569			108,027
Ending balance, June 30,	$	(2,093	)	$	(1,614,221	)

Amount of total loss included in earnings attributable to the change in unrealized losses relating to assets and liabilities held at June 30,	$	(4,681	)	$	(536,725	)

The net loss on our derivative liabilities is recorded in our statement of operations under Net loss on forward contracts. In 2009, our Level 3 derivative liabilities are included in our Accrued and other liabilities and Other liabilities line items of our consolidated balance sheet. In 2008, our Level 3 derivative liabilities are included in our Due to affiliates, Accrued and other liabilities, Due to affiliates – less current portion and Other liabilities line items of our Consolidated Balance Sheets.

Our metals, natural gas and foreign currency risk management activities are subject to the control and direction of senior management. These activities are regularly reported to our board of directors.

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CENTURY ALUMINUM COMPANY

Notes to the Consolidated Financial Statements - continued

(UNAUDITED)

8.	Earnings Per Share

The following table provides a reconciliation of the computation of the basic and diluted earnings per share:

	For the three months ended June 30,
	2009								2008
	Loss			Shares (000)		Per-Share			Loss			Shares (000)		Per-Share
Net loss	$	(107,146	)		74,143	$	(1.45	)	$	(3,494	)		41,143	$	(0.08	)
Amount allocated to common shareholders (1)		100	%							100	%
Basic and Diluted EPS:
Loss allocable to common shareholders	$	(107,146	)		74,143	$	(1.45	)	$	(3,494	)		41,143	$	(0.08	)

	For the six months ended June 30,
	2009								2008
	Loss			Shares (000)		Per-Share			Loss			Shares (000)		Per-Share
Net loss	$	(221,770	)		69,402	$	(3.20	)	$	(237,431	)		41,092	$	(5.78	)
Amount allocated to common shareholders (1)		100	%							100	%
Basic and Diluted EPS:
Loss allocable to common shareholders	$	(221,770	)		69,402	$	(3.20	)	$	(237,431	)		41,092	$	(5.78	)

(1)

We have not allocated the net loss allocable to common shareholders between common and preferred shareholders, as the holders of our preferred shares do not have a contractual obligation to share in the loss. For the three and six months ended June 30, 2008, there was no preferred stock outstanding.

Impact of issuance of Series A Convertible Preferred Stock on EPS

In July 2008, we issued 160,000 shares of Series A Convertible Preferred Stock (convertible into 16,000,000 common shares) as a portion of the consideration for the termination of primary aluminum forward financial sales contracts with Glencore . The preferred stock has similar characteristics of a “participating security” as described by SFAS No. 128, “Earnings Per Share” and EITF 03-6, “Participating Securities and the Two-Class Method under FASB Statement No. 128.” In accordance with the guidance in SFAS No. 128 and EITF 03-6, we calculated basic EPS using the Two-Class Method, allocating undistributed income to our preferred shareholder consistent with their participation rights, and diluted EPS using the If-Converted Method.

EITF 03-6 does not require the presentation of basic and diluted EPS for securities other than common stock and the EPS amounts, as presented, only pertain to our common stock.

The Two-Class Method is an earnings allocation formula that determines earnings per share for common shares and participating securities according to dividends declared (or accumulated) and the participation rights in undistributed earnings. Our preferred stock is a non-cumulative perpetual participating convertible preferred stock with no set dividend preferences. The dividend rights of our preferred shareholder are equal to our common shareholders, as if it held the number of common shares into which its shares of preferred stock are convertible as of the record date. The liquidation rights of the preferred stock mirror their dividend rights, in that the preferred stock ranks in parity to the common stock in respect of liquidation preference and would be entitled to share ratably with common stock holders in the distribution of assets in a liquidation (as though the preferred stock holders held the number of shares of common stock into which their shares of preferred stock were convertible). The preferred stock has a liquidation preference of $0.01 per share.

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CENTURY ALUMINUM COMPANY

Notes to the Consolidated Financial Statements - continued

(UNAUDITED)

The holders of our convertible preferred stock do not have a contractual obligation to share in the losses of Century. Thus, in periods where we report net losses, we will not allocate the net losses to the convertible preferred stock for the computation of basic or diluted EPS.

Options to purchase 692,075 and 429,768 shares of common stock were outstanding as of June 30, 2009 and 2008, respectively. For the three and six months ended June 30, 2009, all options, service-based stock and shares to be issued upon the assumed conversion of our convertible debt were excluded from the calculation of diluted EPS because of their antidilutive effect on earnings per share. The average price for our common stock in the three and six months ended June 30, 2009 was below the conversion price of our 1.75% convertible senior notes.

For the three and six months ended June 30, 2008, all options, service-based stock, and shares to be issued upon the assumed conversion of our convertible debt were excluded from the calculation of diluted EPS because of their antidilutive effect on earnings per share. Based on the average price for our common stock in the three and six months ended June 30, 2008, we would have been required to issue approximately 3,277,000 and 3,034,000 shares upon an assumed conversion of our convertible debt.

Service-based stock for which vesting is based upon continued service is not considered issued and outstanding shares of common stock until vested. However, the service-based stock is considered a common stock equivalent and, therefore, the weighted average service-based stock is included, using the treasury stock method, in common shares outstanding for diluted earnings per share computations if they have a dilutive effect on earnings per share. There were approximately 503,000 and 77,000 unvested shares of service-based stock outstanding at June 30, 2009 and 2008, respectively. Our goal-based performance share units are not considered common stock equivalents until it becomes probable that performance goals will be obtained.

9.	Shareholders’ Equity

Common Stock

In May 2009, our shareholders approved an amendment to our Restated Certificate of Incorporation, as amended, to increase the total number of authorized shares of our common stock, par value $0.01 per share, to 195,000,000.

Series A Convertible Preferred Stock Conversions

In July 2008, we issued 160,000 shares of our Series A Convertible Preferred Stock. All shares of Series A Convertible Preferred Stock are held by Glencore and were issued in connection with the termination of primary aluminum forward financial sales contracts with Glencore on July 7, 2008. The issuance of common stock under our stock incentive programs triggers anti-dilution provisions of the preferred stock and results in the automatic conversion of shares of preferred stock into shares of common stock.

Series A Convertible Preferred Stock:	2009
Shares outstanding at December 31, 2008	155,787
Automatic conversions during the six months ended June 30, 2009	(2,296)
Total shares outstanding at June 30, 2009	153,491

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Notes to the Consolidated Financial Statements - continued

(UNAUDITED)

10.	Income Taxes

As of June 30, 2009 and December 31, 2008, we had total unrecognized tax benefits (excluding interest) of $21,300 and $21,600, respectively. The total amount of unrecognized tax benefits (including interest and net of federal benefit) that, if recognized, would affect the effective tax rate as of June 30, 2009 and December 31, 2008, respectively, are $15,700 and $15,200.

We recognize interest and penalties accrued related to unrecognized tax benefits in tax expense. As of June 30, 2009, and December 31, 2008, we had approximately $4,500 and $3,400, respectively, of accrued interest related to unrecognized income tax benefits.

We do not expect any significant change in the balance of unrecognized tax benefits within the next twelve months.

Our federal income tax returns beginning in 2005 are subject to examination. Material state and local income tax matters have been concluded for years through 2002. West Virginia completed an income tax examination for 2003 through 2005 with no changes. The majority of our other state returns beginning in 2003 are subject to examination. Our Icelandic tax returns are subject to examination and income tax matters have been concluded for years through 2001.

During the six months ended June 30, 2009, we received a federal income tax refund of $79,724 related to a carryback of a portion of the December 31, 2008 taxable loss to tax years ended December 31, 2006 and December 31, 2007. Additionally, we received a $10,094 federal income tax refund related to overpayments of December 31, 2008 estimated tax payments.

11.	Inventories

Inventories consist of the following:

	June 30, 2009		December 31, 2008
Raw materials	$	19,172	$	19,664
Work-in-process		15,682		16,133
Finished goods		17,727		8,203
Operating and other supplies		74,251		94,111
Inventories	$	126,832	$	138,111

Inventories are stated at the lower of cost or market, using the first-in, first-out method (“FIFO”). Due to the curtailment of our Ravenswood operations in February 2009, approximately $18,326 of items that were classified as inventory at December 31, 2008 are not expected to be consumed within one year and have been reclassified to Other assets.

At June 30, 2009 and December 31, 2008 the market value of our inventory was less than its FIFO value by $10,447 and $55,867, respectively.

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Notes to the Consolidated Financial Statements - continued

(UNAUDITED)

12.	Goodwill and Intangible Asset

In December 2008, we tested our goodwill for impairment and recorded a $94,844 impairment loss. As of January 1, 2009, we have no goodwill.

The intangible asset consists of the power contract acquired in connection with our acquisition of the Hawesville facility (“Hawesville”). The contract value is being amortized over its term using a method that results in annual amortization equal to the percentage of a given year’s expected gross annual benefit to the total as applied to the total recorded value of the power contract. As of June 30, 2009, the gross carrying amount of the intangible asset was $155,986 with accumulated amortization of $131,533.

For the three months ended June 30, 2009 and 2008, amortization expense for the intangible asset totaled $4,037 and $3,769, respectively. For the six months ended June 30, 2009 and 2008, amortization expense for the intangible asset totaled $8,074 and $7,538, respectively. For the years ending December 31, 2009 and December 31, 2010, the estimated aggregate amortization expense for the intangible asset will be approximately $16,149 and $16,378, respectively. The intangible asset is reviewed for impairment in accordance with SFAS No. 142, “Goodwill and Other Intangible Assets,” whenever events or circumstances indicate that its net carrying amount may not be recoverable.

In July 2009, we terminated the existing power contracts at Hawesville and entered into a new power agreement. See Note 22 Subsequent Events for additional information about this transaction.

13.

Debt

	June 30, 2009		December 31, 2008
Debt classified as current liabilities:
1.75% convertible senior notes due 2024, interest payable semiannually, net of debt discount of $18,296 and $22,300, respectively (1)(2)(3)(4)	$	156,704	$	152,700
Hancock County industrial revenue bonds due 2028, interest payable quarterly (variable interest rates (not to exceed 12%))(1)		7,815		7,815
Debt classified as non-current liabilities:
7.5% senior unsecured notes payable due 2014, interest payable semiannually (3)(5)		250,000		250,000
Revolving credit facility (6)		—		25,000
Total debt	$	414,519	$	435,515

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CENTURY ALUMINUM COMPANY

Notes to the Consolidated Financial Statements - continued

(UNAUDITED)

(1)	The 1.75% convertible senior notes are classified as current because they are convertible at any time by the holder. The IRBs are classified as current liabilities because they are remarketed weekly and could be required to be repaid upon demand if there is a failed remarketing. The IRB interest rate at June 30, 2009 was 0.65%.
(2)	The 1.75% convertible senior notes are convertible at any time by the holder at an initial conversion rate of 32.7430 shares of Century common stock per one thousand dollars of principal amount of convertible senior notes, subject to adjustments for certain events. The initial conversion rate is equivalent to a conversion price of approximately $30.5409 per share of Century common stock. Upon conversion of a 1.75% convertible senior note, the holder of such convertible note shall receive cash up to the principal amount of the 1.75% convertible senior note and, at our election, either cash or Century common stock, or a combination thereof, for the 1.75% convertible senior notes conversion value in excess of such principal amount, if any. We may redeem some or all of the notes on or after August 6, 2009 at a price equal to 100% of the principal amount of the notes being redeemed, plus accrued and unpaid interest, if any. Holders of the 1.75% convertible senior notes may require us to purchase for cash all or part of the notes on each of August 1, 2011, August 1, 2014 and August 1, 2019 at a price equal to 100% of the principal amount of the notes being purchased, plus accrued and unpaid interest, if any.
(3)	The obligations of Century pursuant to the notes are unconditionally guaranteed, jointly and severally, on a senior unsecured basis by all of our existing domestic restricted subsidiaries. The indentures governing these obligations contain customary covenants, including limitations on our ability to incur additional indebtedness, pay dividends, sell assets or stock of certain subsidiaries and purchase or redeem capital stock.
(4)	Amounts reflect the adoption and retrospective application of FSP APB 14-1 as of January 1, 2009. This pronouncement changes the accounting treatment for certain convertible debt instruments requiring the segregation of these instruments into a liability and equity component. These amounts represent the fair value of the liability component. See Note 4 Adoption of FSP APB 14-1 for additional information.
(5)	On or after August 15, 2009, we may redeem any of the senior notes, in whole or in part, at an initial redemption price equal to 103.75% of the principal amount, plus accrued and unpaid interest. The redemption price will decline each year after 2009 and will be 100% of the principal amount, plus accrued and unpaid interest, beginning on August 15, 2012.
(6)	Borrowings under the revolving line of credit are, at our option, at the LIBOR rate or bank base rate, plus or minus in each case an applicable margin. The revolving line of credit is subject to customary covenants, including limitations on capital expenditures, additional indebtedness, affiliate transactions, liens, guarantees, mergers and acquisitions, dividends, distributions, capital redemptions and investments.

We have a $100,000 senior secured revolving credit facility (“Credit Facility”) with a syndicate of banks that will mature September 19, 2010. Our obligations under the Credit Facility are unconditionally guaranteed by our domestic subsidiaries (other than Century Aluminum Holdings, Inc., Century Louisiana, Inc., and Nordural US LLC) and secured by a first priority security interest in all accounts receivable and inventory belonging to Century and our subsidiary borrowers. The availability of funds under the Credit Facility is subject to a $15,000 reserve and limited by a specified borrowing base consisting of certain eligible accounts receivable and inventory. Borrowings under the Credit Facility are, at our option, at the LIBOR rate or bank base rate, plus or minus in each case an applicable margin. The Credit Facility is subject to customary covenants, including limitations on capital expenditures, additional indebtedness, affiliate transactions, liens, guarantees, mergers and acquisitions, dividends, distributions, capital redemptions and investments. We could issue up to a maximum of $25,000 in letters of credit under the Credit Facility. As of June 30, 2009, we had letters of credit totaling $11,451 outstanding. Any outstanding letters of credit reduce our borrowing availability on a dollar-for-dollar basis. We had no outstanding borrowings under the Credit Facility as of June 30, 2009. As of June 30, 2009, we had additional borrowing availability of $33,871 under the Credit Facility. We pay a commitment fee for the unused portion of the line.

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Notes to the Consolidated Financial Statements - continued

(UNAUDITED)

The curtailment of our Ravenswood facility in February 2009 and one line at Hawesville in March 2009 resulted in lower eligible accounts receivable and inventory balances included in the borrowing base calculation and lowered the availability of funds under the Credit Facility. See Note 5 Curtailment of Operations - Ravenswood and Hawesville for additional information.

14.	Contingencies and Commitments

Environmental Contingencies

We believe our current environmental liabilities do not have, and are not likely to have, a material adverse effect on our financial condition, results of operations or liquidity. However, there can be no assurance that future requirements or conditions at currently or formerly owned or operated properties will not result in liabilities which may have a material adverse effect.

Century Aluminum of West Virginia, Inc. continues to perform remedial measures at our Ravenswood, West Virginia facility (“Ravenswood”) pursuant to an order issued by the Environmental Protection Agency (“EPA”) in 1994 (the “3008(h) Order”). CAWV also conducted a RCRA facility investigation (“RFI”) under the 3008(h) Order evaluating other areas at Ravenswood that may have contamination requiring remediation. The RFI has been approved by appropriate agencies. CAWV has completed interim remediation measures at two sites identified in the RFI, and we believe no further remediation will be required. A Corrective Measures Study, which will formally document the conclusion of these activities, is being completed with the EPA. EPA approval of the Corrective Measures Study is anticipated in the fourth quarter of 2009. We believe a significant portion of the contamination on the two sites identified in the RFI is attributable to the operations of third parties and is their financial responsibility.

Prior to our purchase of Hawesville, the EPA issued a final Record of Decision (“ROD”) under the Comprehensive Environmental Response, Compensation and Liability Act. By agreement, Southwire, the former owner and operator is to perform all obligations under the ROD. Century Aluminum of Kentucky General Partnership (“Century Kentucky”) has agreed to operate and maintain the ground water treatment system required under the ROD on behalf of Southwire, and Southwire will reimburse Century Kentucky for any expense that exceeds $400 annually.

We are a party to an EPA Administrative Order on Consent (the “Order”) pursuant to which other past and present owners of an alumina refining facility at St. Croix, Virgin Islands have agreed to carry out a Hydrocarbon Recovery Plan to remove and manage hydrocarbons floating on groundwater underlying the facility. Pursuant to the Hydrocarbon Recovery Plan, recovered hydrocarbons and groundwater are delivered to the adjacent petroleum refinery where they are received and managed. In connection with the sale of the facility by Lockheed Martin Corporation (“Lockheed”), to one of our affiliates, Virgin Islands Alumina Corporation (“Vialco”), in 1989, Lockheed, Vialco and Century entered into the Lockheed–Vialco Asset Purchase Agreement. The indemnity provisions contained in the Lockheed-Vialco Asset Purchase Agreement allocate responsibility for certain environmental matters. For qualifying claims, Vialco is allocated responsibility for the first $1,000, Lockheed Martin is allocated the second $1,000, and the parties share equal responsibility for additional amounts, up to $30,000. Lockheed, has tendered indemnity and defense of the above matter to Vialco. We have likewise tendered indemnity to Lockheed. Management does not believe Vialco’s liability under the Order or its indemnity to Lockheed will require material payments. Through June 30, 2009, we have expended approximately $800 on the Hydrocarbon Recovery Plan. We expect the future potential payments under this indemnification to comply with the Order will be approximately $500, which may be offset in part by sales of recoverable hydrocarbons.

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Notes to the Consolidated Financial Statements - continued

(UNAUDITED)

In May 2005, we and Vialco were among several defendants listed in a lawsuit filed by the Commissioner of the Department of Planning and Natural Resources, in his capacity as Trustee for Natural Resources of the United States Virgin Islands. The complaint alleges damages to natural resources caused by alleged releases from the alumina refinery facility at St. Croix and the adjacent petroleum refinery. The primary cause of action is pursuant to the natural resource damage provisions of the Comprehensive Environmental Response, Compensation, and Liability Act of 1980, but various ancillary Territorial law causes of action were included as well. We and Lockheed have each tendered indemnity and defense of the case to the other pursuant to the terms of the Lockheed-Vialco Asset Purchase Agreement. The complaint seeks unspecified monetary damages, costs and attorney fees. On July 15, 2009, we and Vialco and other defendants filed motions for summary judgment on the issue of the applicability of the statute of limitations. The parties are currently engaged in the discovery process.

In December 2006, Vialco and the two succeeding owners of the alumina facility were named as defendants in a lawsuit filed by the Commissioner of the Department of Planning and Natural Resources of the United States Virgin Islands. The complaint alleges the defendants failed to take certain actions specified in a Coastal Zone management permit issued to Vialco in October 1994, and alleges violations of territorial water pollution control laws during the various defendants’ periods of ownership. The complaint seeks statutory and other unspecified monetary penalties for the alleged violations. Vialco filed its answer to the complaint asserting factual and affirmative defenses. The parties are currently engaged in the discovery process.

We intend to defend both Vialco lawsuits vigorously and to assert all applicable defenses. Pursuant to the terms of the asset purchase agreement between Vialco and the purchaser of the facility in 1995, the purchaser assumed responsibility for all costs and other liabilities associated with the bauxite waste disposal facilities, including pre-closure and post-closure liabilities. At this time, it not practicable to predict the ultimate outcome of these actions or to estimate a range of possible damage awards.

In July 2006, we were named as a defendant, together with certain affiliates of Alcan Inc., in a lawsuit brought by Alcoa Inc. seeking to determine responsibility for certain environmental indemnity obligations related to the sale of a cast aluminum plate manufacturing facility located in Vernon, California, which we purchased from Alcoa Inc. in December 1998, and sold to Alcan Rolled Products-Ravenswood LLC (formerly Pechiney Rolled Products, LLC) in July 1999. The complaint also seeks costs and attorney fees. At this time, it is not practicable to predict the ultimate outcome of these actions or to estimate a range of possible damage awards.

It is our 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 $1,007 and $848 at June 30, 2009 and December 31, 2008, respectively. All accrued amounts have been recorded without giving effect to any possible future recoveries. With respect to costs for ongoing environmental compliance, including maintenance and monitoring, such costs are expensed as incurred.

Because of the issues and uncertainties described above, and our inability to predict the requirements of 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 our future financial condition, results of operations, or liquidity. Based upon all available information, management does not believe that the outcome of these environmental matters will have a material adverse effect on our financial condition, results of operations, or liquidity.

Legal Contingencies

We have pending against us or may be subject to various lawsuits, claims and proceedings related primarily to employment, commercial, environmental, shareholder, 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 our financial condition, results of operations, or liquidity.

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Notes to the Consolidated Financial Statements - continued

(UNAUDITED)

In March 2009, four purported stockholder class actions were filed against us in the United States District Court for the Northern District of California. The actions are entitled Petzschke v. Century Aluminum Co., et al. , Abrams v. Century Aluminum Co., et al. , McClellan v. Century Aluminum Co., et al. , and Hilyard v. Century Aluminum Co., et al . These cases allege that we improperly accounted for cash flows associated with the termination of certain forward financial sales contracts which accounting allegedly resulted in artificial inflation of our stock price and investor losses. These actions seek certification as a class action, rescission of our February 2009 common stock offering, unspecified compensatory damages, including interest thereon, costs and expenses and counsel fees. Management intends to vigorously defend these actions, but at the date of this report, it is not possible to predict the ultimate outcome of these actions or to estimate a range of possible damage awards.

Power Commitments

Hawesville purchases substantially all of its power from Kenergy Corp. (“Kenergy”), a retail electric member cooperative of the Big Rivers Electrical Corporation (“Big Rivers”), under a power supply contract that expires at the end of 2010. Under this contract, approximately all of Hawesville’s current power requirements (four operating potlines) are at fixed prices. We acquire the power requirements for Hawesville’s fifth potline (currently idled) through a combination of short-term fixed-price contracts and deliveries at the spot market rates.

We have reached an agreement with Big Rivers and Kenergy on a proposal that would replace the existing power supply contracts. The contract will provide all of Hawesville’s power requirements through 2023 at cost-based pricing. The transaction closed in July 2009, see Note 22 Subsequent Events for additional information about this contract.

Appalachian Power Company (“APCo”) supplies all of Ravenswood’s power requirements under an agreement at prices set forth in published tariffs, which are subject to change. Under the special rate contract, Ravenswood may be excused from or may defer the payment of the increase in the tariff rate if aluminum prices as quoted on the LME fall below pre-determined levels. We are reviewing options to extend the term of the existing agreement that establishes an LME based cap on the tariff rates. In March 2009, APCo filed a request for a rate increases to recover unrecovered fuel costs and to cover the increased cost of fuel and purchased power as well as capital improvements. In its filings, APCo has attributed approximately $16,000 of the unrecovered fuel costs to Ravenswood and has proposed to recover this amount over a 5 year period. We believe that Ravenswood paid all amounts required under the special rate contract and any additional recovery from Ravenswood is inappropriate. The West Virginia Public Service Commission (the “PSC”) indicated that it would make a decision by the end of September and that any increase would be effective by December 2009. At this time, it is not practicable to predict the outcome of this rate case or its impact on Ravenswood.

Mt. Holly purchases all of its power from the South Carolina Public Service Authority at rates established by published schedules. Mt. Holly’s current power contract expires December 31, 2015. Power delivered through 2010 will be priced as set forth in currently published schedules, subject to adjustments for fuel costs. Rates for the period 2011 through 2015 will be as provided under then-applicable schedules. Mt. Holly is subject to significant demand charges if it fails to take all of the power provided under its power contract through 2015.

Grundartangi purchases power from Landsvirkjun, HS Orka hf and Orkuveita Reykjavikur (“OR”) under long-term contracts due to expire between 2019 and 2029. The power delivered to Grundartangi is priced at a rate based on the LME price for primary aluminum, is paid in U.S. dollars and is from hydroelectric and geothermal sources. All power commitments for power delivered to Grundartangi are provided on an 85% take or pay basis.

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Notes to the Consolidated Financial Statements - continued

(UNAUDITED)

Nordural Helguvik has signed electrical power supply agreements with HS Orka hf and OR, for the proposed Helguvik smelter. Under the agreements, power will be supplied to the proposed Helguvik facility in four 90,000 mtpy stages, beginning with an initial phase of up to 160 megawatts (“MW”). HS Orka hf will provide up to 150 MW in this initial stage, and OR will supply up to 47.5 MW. Electricity delivery for this first phase is targeted to begin in late 2011. The agreements which are subject to the satisfaction of certain conditions provide for additional power, as available, to support a complete potline of 360,000 mtpy.

Labor Commitments

Approximately 79% of our U.S. based work force is represented by the United Steel, Paper and Forestry, Manufacturing, Energy, Allied Industrial and Service Workers International Union (the “USWA”). We have agreed with our Ravenswood plant employees represented by the USWA to extend the current labor agreement through August 31, 2010 (that labor agreement was due to expire on May 31, 2009). For additional information about Ravenswood operations see Note 5 Curtailment of Operations – Ravenswood and Hawesville. Our Hawesville, Kentucky, plant employees represented by the USWA are under a collective bargaining agreement that will expire on March 31, 2010. The agreement covers the hourly workers at the Hawesville plant.

Approximately 84% of Grundartangi’s work force is represented by five labor unions under an agreement that expires on December 31, 2009.

Other Commitments

On April 21, 2009, we agreed with Glencore to amend two alumina purchase agreements, dated April 14, 2008 and April 26, 2006, respectively (collectively, the “Amendments”).

In conjunction with these alumina supply reductions, St. Ann Bauxite Limited (“SABL”), a joint venture owned 50% by Century Aluminum Company, agreed to reduce the amount of bauxite it will supply Glencore in 2009 by 775,000 dry metric tons, 650,000 dry metric tons being cancelled and 125,000 dry metric tons being deferred to 2010. As part of this transaction, we have agreed to pay SABL $6,000 in compensation for the reduced bauxite sales. Payments will be made in monthly installments through December 2009.

15.	Forward Delivery Contracts and Financial Instruments

As a producer of primary aluminum, we are exposed to fluctuating raw material and primary aluminum prices. We enter into fixed and market priced contracts for the sale of primary aluminum and the purchase of raw materials in future periods.

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Notes to the Consolidated Financial Statements - continued

(UNAUDITED)

Forward Physical Delivery Agreements

Primary Aluminum Sales Contracts

Contract	Customer	Volume	Term	Pricing
Alcan Metal Agreement (1)	Alcan	14 million pounds per month	May 1, 2009	Variable, based on U.S. Midwest market
Glencore Metal Agreement I (2)	Glencore	50,000 mtpy	Through December 31, 2009	Variable, LME-based
Glencore Metal Agreement II (3)	Glencore	20,400 mtpy	Through December 31, 2013	Variable, based on U.S. Midwest market
Southwire Metal Agreement (4)	Southwire	240 million pounds per year (high conductivity molten aluminum)	Through March 31, 2011	Variable, based on U.S. Midwest market
Southwire Metal Agreement	Southwire	60 million pounds per year (standard-grade molten aluminum)	Through December 31, 2010	Variable, based on U.S. Midwest market

(1)	Alcan and CAWV agreed to terminate all remaining obligations under the Alcan Metal Agreement. CAWV agreed to pay Alcan $623 to settle the remaining delivery obligations.
(2)	We account for the Glencore Metal Agreement I as a derivative instrument under SFAS No. 133. We have not designated the Glencore Metal Agreement I as “normal” because it replaced and substituted for a significant portion of a sales contract which did not qualify for this designation. Because the Glencore Metal Agreement I is variably priced, we do not expect significant variability in its fair value, other than changes that might result from the absence of the U.S. Midwest premium.
(3)	We account for the Glencore Metal Agreement II as a derivative instrument under SFAS No. 133. Under the Glencore Metal Agreement II, pricing is based on then-current market prices, adjusted by a negotiated U.S. Midwest premium with a cap and a floor as applied to the current U.S. Midwest premium.
(4)	The Southwire Metal Agreement will automatically renew for additional five-year terms, unless either party provides 12 months notice that it has elected not to renew.

Tolling Contracts

Contract	Customer	Volume	Term	Pricing
Billiton Tolling Agreement (1)	BHP Billiton	130,000 mtpy	Through December 31, 2013	LME-based
Glencore Toll Agreement (1)(2)	Glencore	90,000 mtpy	Through July 31, 2016	LME-based
Glencore Toll Agreement (1)	Glencore	40,000 mtpy	Through December 31, 2014	LME-based
Billiton Tolling Agreement	BHP Billiton	9,900 mtpy	Through December 31, 2009	LME-based

(1)

Grundartangi’s tolling revenues include a premium based on the European Union (“EU”) import duty for primary aluminum. In May 2007, the EU members reduced the EU import duty for primary aluminum from six percent to three percent and agreed to review the new duty after three years. This decrease in the EU import duty for primary aluminum negatively impacts Grundartangi’s revenues and further decreases would also have a negative impact on Grundartangi’s revenues , but it is not expected to have a material effect on our financial position and results of operations.

(2)

Glencore assigned 50% of its tolling rights under this agreement to Hydro Aluminum through December 31, 2010.

Apart from the Glencore Metal Agreement I, Glencore Metal Agreement II and Southwire Metal Agreement, we had forward delivery contracts to sell 40,207 metric tons and 84,047 metric tons of primary aluminum at June 30, 2009 and December 31, 2008, respectively. Of these forward delivery contracts, we had fixed price commitments to sell 1,231 metric tons and 330 metric tons of primary aluminum at June 30, 2009 and December 31, 2008, respectively, of which 319 metric tons were with Glencore at December 31, 2008 (none were with Glencore at June 30, 2009).

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Notes to the Consolidated Financial Statements - continued

(UNAUDITED)

Financial Sales Agreements

Historically, to mitigate the volatility in our unpriced forward delivery contracts, we have entered into primary aluminum forward financial sales contracts, which settle in cash in the period corresponding to the intended delivery dates of the forward delivery contracts.

All of the outstanding primary aluminum forward financial sales contracts were settled in July 2008 in a termination transaction with Glencore. As of June 30, 2009 and December 31, 2008, we had no primary aluminum forward financial sales contracts outstanding. We had no forward financial contracts to purchase aluminum at June 30, 2009 or December 31, 2008.

Forwards and Financial Purchase Agreements

We are party to various forward financial and physical delivery contracts that are accounted for under SFAS No. 133. See Note 7 Fair Value Measurements and Derivative Instruments for additional information about these instruments.

16.	Supplemental Cash Flow Information

	Six months ended June 30,
	2009		2008
Cash paid for:
Interest	$	11,085	$	11,035
Income tax		106		3,475

Cash received for:
Interest		1,564		4,840
Income tax refunds (1)		91,041		—

(1)	See Note 10 Income Taxes for more information.

Non-cash Activities

Due to the curtailment of our Ravenswood operations in February 2009, we reclassified certain inventory items into other assets. As a result, there was an $18,326 non-cash change in the inventory and other asset account balances due to this reclassification.

In the first quarter of 2009, we issued 354,320 shares of common stock as part of our performance share program to satisfy a $694 performance share liability to certain key employees.

In the first quarter of 2008, we issued 58,990 shares of common stock as part of our performance share program to satisfy a $3,692 performance share liability to certain key employees.

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Notes to the Consolidated Financial Statements - continued

(UNAUDITED)

17.	Asset Retirement Obligations

Our asset retirement obligations (“ARO”) consist primarily of costs associated with the disposal of spent pot liner used in the reduction cells of our domestic facilities. As a result of the temporary curtailment of our operations at our Ravenswood facility, we have suspended the disposal of spent potliner. During the curtailment, we will continue to accrete the existing ARO liabilities, but we will not incur any additional ARO liabilities at this location until we resume operations.

The reconciliation of the changes in the asset retirement obligations is presented below:

	Six months ended June 30, 2009			Year ended December 31, 2008
Beginning balance, ARO liability	$	14,337		$	13,586
Additional ARO liability incurred		448			2,140
ARO liabilities settled		(559	)		(2,464	)
Accretion expense		558			1,075
Ending balance, ARO liability	$	14,784		$	14,337

Certain conditional AROs related to the disposal costs of fixed assets at our primary aluminum facilities have not been recorded because they have an indeterminate settlement date. These conditional AROs will be initially recognized in the period in which sufficient information exists to estimate their fair value.

18.	Comprehensive Loss and Accumulated Other Comprehensive Loss

Comprehensive Loss:
	Six months ended June 30,
	2009			2008

Net loss	$	(221,770	)	$	(237,431	)
Other comprehensive income (loss):
Net unrealized loss on financial instruments, net of $0 and $(670) tax of, respectively		(5,323	)		1,394
Net losses on cash flow hedges reclassified to income, net of tax of $0 and $(3,021), respectively		13,402			6,059
Net loss on foreign currency cash flow hedges reclassified to income, net of tax of $(706) and $54, respectively		5,701			(246	)
Defined benefit pension and other postemployment benefit plans:
Net curtailment gain arising during the period, net of $0 tax		56,124			—
Amortization of net loss during the period, net of $(294) and $209 tax, respectively		673			(508	)
Amortization of prior service cost during the period, net of $949 and $(629) tax, respectively		(2,174	)		1,530
Change in equity investee other comprehensive income, net of $0 tax		1,549			—
Other Comprehensive Income:		69,952			8,229
Comprehensive loss	$	(151,818	)	$	(229,202	)

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Notes to the Consolidated Financial Statements - continued

(UNAUDITED)

Components of Accumulated Other Comprehensive Loss:
	June 30, 2009			December 31, 2008
Unrealized loss on financial instruments, net of $409 and $784 tax benefit, respectively	$	(4,213	)	$	(17,506	)
Defined benefit plan liabilities, net of $26,366 and $26,534 tax benefit, respectively		(55,825	)		(114,032	)
Equity in investee other comprehensive income (1)		(7,219	)		(5,670	)
	$	(67,257	)	$	(137,208	)

(1)	Includes our equity in the other comprehensive income of Gramercy Alumina LLC, St. Ann Bauxite Ltd and Mt. Holly Aluminum Company. Their other comprehensive income consists primarily of pension and other postretirement benefit obligations.

19.	Components of Net Periodic Benefit Cost

	Pension Benefits
	Three months ended June 30,						Six months ended June 30,
	2009			2008			2009			2008
Service cost	$	650		$	1,028		$	1,485		$	2,056
Interest cost		1,620			1,550			3,223			3,101
Expected return on plan assets		(1,077	)		(1,893	)		(2,181	)		(3,787	)
Amortization of prior service cost		32			182			93			364
Amortization of net loss		501			129			1,135			258
Curtailment		(25	)		—			2,576			—
Net periodic benefit cost	$	1,701		$	996		$	6,331		$	1,992

	Other Postretirement Benefits
	Three months ended June 30,						Six months ended June 30,
	2009			2008			2009			2008
Service cost	$	728		$	1,642		$	2,242		$	3,283
Interest cost		2,728			3,104			5,713			6,208
Expected return on plan assets		—			—			—			—
Amortization of prior service cost		(415	)		(540	)		(837	)		(1,081	)
Amortization of net loss		340			950			1,435			1,901
Curtailment		(663	)		—			(14,975	)		—
Net periodic benefit cost	$	2,718		$	5,156		$	(6,422	)	$	10,311

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Notes to the Consolidated Financial Statements - continued

(UNAUDITED)

20.	Recently Issued Accounting Standards

SFAS No. 165. In May 2009, the FASB issued SFAS No. 165, “Subsequent Events,” which provides guidance on management’s assessment of subsequent events. Historically, management has relied on guidance from generally accepted auditing standards on assessing and disclosing subsequent events. SFAS No. 165 incorporates this guidance on subsequent events in the accounting literature and is directed specifically to management and their responsibilities for preparing an entity’s financial statements. This standard clarifies management’s responsibility to evaluate, as of each reporting period, events or transactions that occur after the balance sheet date through the date that the financial statements are issued or are available to be issued. Management must perform its assessments for both interim and annual financial reporting periods.

SFAS No. 165 is effective prospectively for Century beginning in the interim period ending June 30, 2009. This pronouncement will not have a significant impact on our financial position, results of operations or cash flows.

FSP FAS 132(R)-1 . In December 2008, the FASB issued FSP 132(R)-1, “Employers’ Disclosures about Postretirement Benefit Plan Assets” (the “FSP”). The FSP amends SFAS No. 132 (revised 2003), “Employers’ Disclosures about Pensions and Other Postretirement Benefits,” to provide guidance on an employer’s disclosures about plan assets of a defined benefit pension or other postretirement plan. This guidance is intended to ensure that an employer meets the objectives of the disclosures about plan assets in an employer’s defined benefit pension or other postretirement plan to provide users of financial statements with an understanding of the following: (1) how investment allocation decisions are made; (2) the major categories of plan assets; (3) the inputs and valuation techniques used to measure the fair value of plan assets; (4) the effect of fair value measurements using significant unobservable inputs on change in plan assets, and; (5) significant concentrations of risk within the plan assets. The FSP becomes effective for Century on December 31, 2009. The FSP only requires enhanced disclosures, and therefore we have determined that the adoption of the FSP will not have a significant impact on our financial position, results of operations or cash flows.

21.	Condensed Consolidating Financial Information

Our 7.5% Senior Notes due 2014 and 1.75% Convertible Senior Notes due 2024 are guaranteed by each of our material existing and future domestic subsidiaries, except for Nordural US LLC. Each subsidiary guarantor is 100% owned by Century. All guarantees are full and unconditional; and all guarantees are joint and several. These notes are not guaranteed by our foreign subsidiaries (such subsidiaries and Nordural US LLC, collectively the “Non-Guarantor Subsidiaries”).

The following summarized condensed consolidating balance sheets as of June 30, 2009 and December 31, 2008, condensed consolidating statements of operations for the three and six months ended June 30, 2009 and June 30, 2008 and the condensed consolidating statements of cash flows for the six months ended June 30, 2009 and June 30, 2008 present separate results for Century, the guarantor subsidiaries, the non-guarantor subsidiaries, consolidating adjustments and total consolidated amounts.

This summarized condensed consolidating financial information may not necessarily be indicative of the results of operations or financial position had Century, the guarantor subsidiaries or the non-guarantor subsidiaries operated as independent entities.

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Notes to the Consolidated Financial Statements - continued

(UNAUDITED)

CONDENSED CONSOLIDATING BALANCE SHEET
As of June 30, 2009
	Combined Guarantor Subsidiaries			Combined Non-Guarantor Subsidiaries			The Company			Reclassifications and Eliminations			Consolidated
Assets:
Cash	$	—		$	81,678		$	148,353		$	—		$	230,031
Restricted cash		865			—			—			—			865
Accounts receivable — net		22,796			11,813			—			—			34,609
Due from affiliates		559,655			2,335			2,458,948			(3,006,875	)		14,063
Inventories		76,495			49,818			—			519			126,832
Prepaid and other assets		271			5,913			13,717			—			19,901
Total current assets		660,082			151,557			2,621,018			(3,006,356	)		426,301
Investment in subsidiaries		34,069			—			(1,034,428	)		1,000,359			—
Property, plant and equipment — net		411,788			906,120			2,022			(31	)		1,319,899
Intangible asset — net		24,453			—			—			—			24,453
Due from affiliates — less current portion		—			7,599			—			—			7,599
Deferred taxes — less current portion		—			—			13,755			(13,755	)		—
Other assets		44,559			28,312			17,034			—			89,905
Total assets	$	1,174,951		$	1,093,588		$	1,619,401		$	(2,019,783	)	$	1,868,157

Liabilities and shareholders’ equity:
Accounts payable, trade	$	28,911		$	36,739		$	694		$	—		$	66,344
Due to affiliates		1,817,603			44,761			122,980			(1,921,321	)		64,023
Accrued and other current liabilities		29,169			8,465			23,628			—			61,262
Accrued employee benefits costs — current portion		10,745			—			1,325			—			12,070
Deferred taxes — current portion		6,275			—			94,073			(100,348	)		—
Convertible senior notes		—			—			156,704			—			156,704
Industrial revenue bonds		7,815			—			—			—			7,815
Total current liabilities		1,900,518			89,965			399,404			(2,021,669	)		368,218
Senior unsecured notes payable		—			—			250,000			—			250,000
Accrued pension benefit costs — less current portion		26,500			—			18,807			—			45,307
Accrued postretirement benefit costs — less current portion		159,191			—			2,612			—			161,803
Other liabilities/intercompany loan		52,987			672,822			12,758			(696,810	)		41,757
Deferred taxes — less current portion		301,665			65,251			—			(301,664	)		65,252
Total noncurrent liabilities		540,343			738,073			284,177			(998,474	)		564,119
Shareholders’ equity:
Preferred stock		—			—			2			—			2
Common stock		60			12			742			(72	)		742
Additional paid-in capital		297,293			144,371			2,378,436			(441,664	)		2,378,436
Accumulated other comprehensive income (loss)		(83,254	)		(2,163	)		(67,257	)		85,417			(67,257	)
Retained earnings (accumulated deficit)		(1,480,009	)		123,330			(1,376,103	)		1,356,679			(1,376,103	)
Total shareholders’ equity		(1,265,910	)		265,550			935,820			1,000,360			935,820
Total liabilities and shareholders’ equity	$	1,174,951		$	1,093,588		$	1,619,401		$	(2,019,783	)	$	1,868,157

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CENTURY ALUMINUM COMPANY

Notes to the Consolidated Financial Statements - continued

(UNAUDITED)

CONDENSED CONSOLIDATING BALANCE SHEET
As of December 31, 2008
	Combined Guarantor Subsidiaries			Combined Non-Guarantor Subsidiaries			The Company			Reclassifications and Eliminations			Consolidated
Assets:
Cash	$	—		$	71,545		$	57,855		$	—		$	129,400
Restricted cash		865			—			—			—			865
Short-term investments		—			—			13,686			—			13,686
Accounts receivable — net		46,506			14,353			—			—			60,859
Due from affiliates		649,440			4,878			2,442,509			(3,057,765	)		39,062
Inventories		87,673			50,438			—			—			138,111
Prepaid and other assets		2,205			18,479			79,177			—			99,861
Deferred taxes — current portion		32,290			—			—			—			32,290
Total current assets		818,979			159,693			2,593,227			(3,057,765	)		514,134
Investment in subsidiaries		40,356			—			(891,412	)		851,056			—
Property, plant and equipment — net		427,532			911,083			1,422			—			1,340,037
Intangible asset — net		32,527			—			—			—			32,527
Due from affiliates — less current portion		—			7,599			—			—			7,599
Other assets		62,168			50,649			16,929			11,315			141,061
Total assets	$	1,381,562		$	1,129,024		$	1,720,166		$	(2,195,394	)	$	2,035,358

Liabilities and shareholders’ equity:
Accounts payable, trade	$	61,094		$	40,913		$	136		$	—		$	102,143
Due to affiliates		2,157,671			50,860			251,456			(2,389,030	)		70,957
Accrued and other current liabilities		27,991			8,836			21,950			—			58,777
Accrued employee benefits costs — current portion		10,744			—			1,326			—			12,070
Convertible senior notes		—			—			152,700			—			152,700
Industrial revenue bonds		7,815			—			—			—			7,815
Total current liabilities		2,265,315			100,609			427,568			(2,389,030	)		404,462
Senior unsecured notes payable		—			—			250,000			—			250,000
Revolving credit facility		—			—			25,000			—			25,000
Accrued pension benefit costs — less current portion		29,772			—			20,236			—			50,008
Accrued postretirement benefit costs — less current portion		216,895			—			2,644			—			219,539
Other liabilities/intercompany loan		29,434			647,812			13,638			(657,420	)		33,464
Deferred taxes — less current portion		5,767			66,038			—			—			71,805
Total noncurrent liabilities		281,868			713,850			311,518			(657,420	)		649,816
Shareholders’ equity:
Preferred stock		—			—			2			—			2
Common stock		60			12			491			(72	)		491
Additional paid-in capital		297,292			144,371			2,272,128			(441,663	)		2,272,128
Accumulated other comprehensive income (loss)		(147,979	)		(5,837	)		(137,208	)		153,816			(137,208	)
Retained earnings (accumulated deficit)		(1,314,994	)		176,019			(1,154,333	)		1,138,975			(1,154,333	)
Total shareholders’ equity		(1,165,621	)		314,565			981,080			851,056			981,080
Total liabilities and shareholders’ equity	$	1,381,562		$	1,129,024		$	1,720,166		$	(2,195,394	)	$	2,035,358

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CENTURY ALUMINUM COMPANY

Notes to the Consolidated Financial Statements - continued

(UNAUDITED)

CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS
For the three months ended June 30, 2009
	Combined Guarantor Subsidiaries			Combined Non-Guarantor Subsidiaries			The Company			Reclassifications and Eliminations			Consolidated
Net sales:
Third-party customers	$	91,508		$	48,589		$	—		$	—		$	140,097
Related parties		24,981			24,784			—			(709	)		49,056
		116,489			73,373			—			(709	)		189,153
Cost of goods sold		123,561			71,445			—			(626	)		194,380
Gross profit (loss)		(7,072	)		1,928			—			(83	)		(5,227	)
Other operating expenses – curtailment costs		9,166			—			—			—			9,166
Selling, general and admin expenses		11,131			140			—			—			11,271
Operating income (loss)		(27,369	)		1,788			—			(83	)		(25,664	)
Interest expense		(7,976	)		—			—			—			(7,976	)
Interest expense – affiliates		15,187			(15,187	)		—			—			—
Interest income		251			100			—			—			351
Interest income – affiliates		—			144			—			—			144
Net loss on forward contracts		(3,174	)		(94	)		—			—			(3,268	)
Other expense - net		113			473			—			—			586
Loss before taxes and equity in earnings (loss) of subsidiaries and joint ventures		(22,968	)		(12,776	)		—			(83	)		(35,827	)
Income tax benefit (expense)		(2,962	)		389			—			—			(2,573	)
Loss before equity in earnings (loss) of subsidiaries and joint ventures		(25,930	)		(12,387	)		—			(83	)		(38,400	)
Equity earnings (loss) of subsidiaries and joint ventures		(42,167	)		(18,627	)		(107,146	)		99,194			(68,746	)
Net income (loss)	$	(68,097	)	$	(31,014	)	$	(107,146	)	$	99,111		$	(107,146	)

CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS
For the three months ended June 30, 2008
	Combined Guarantor Subsidiaries			Combined Non-Guarantor Subsidiaries			The Company			Reclassifications and Eliminations			Consolidated
Net sales:
Third-party customers	$	321,914		$	98,118		$	—		$	—		$	420,032
Related parties		75,593			49,572			—			—			125,165
		397,507			147,690			—			—			545,197
Cost of goods sold		292,725			96,054			—			194			388,973
Gross profit		104,782			51,636			—			(194	)		156,224
Selling, general and admin expenses		13,492			359			—			—			13,851
Operating income		91,290			51,277			—			(194	)		142,373
Interest expense – third party		(7,990	)		—			—			—			(7,990	)
Interest expense – affiliates		13,561			(13,561	)		—			—			—
Interest income		1,821			470			—			—			2,291
Net loss on forward contracts		(203,784	)		—			—			—			(203,784	)
Other expense - net		(181	)		487			—			—			306
Income (loss) before taxes and equity in earnings (loss) of subsidiaries and joint ventures		(105,283	)		38,673			—			(194	)		(66,804	)
Income tax benefit (expense)		61,269			(3,617	)		—			92			57,744
Net income (loss) before equity in earnings (loss) of subsidiaries and joint ventures		(44,014	)		35,056			—			(102	)		(9,060	)
Equity earnings (loss) of subsidiaries and joint ventures		7,265			3,212			(3,494	)		(1,417	)		5,566
Net income (loss)	$	(36,749	)	$	38,268		$	(3,494	)	$	(1,519	)	$	(3,494	)

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CENTURY ALUMINUM COMPANY

Notes to the Consolidated Financial Statements - continued

(UNAUDITED)

CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS
For the six months ended June 30, 2009
	Combined Guarantor Subsidiaries			Combined Non-Guarantor Subsidiaries			The Company			Reclassifications and Eliminations			Consolidated
Net sales:
Third-party customers	$	213,417		$	97,094		$	—		$	—		$	310,511
Related parties		56,203			48,124			—			(1,098	)		103,229
		269,620			145,218			—			(1,098	)		413,740
Cost of goods sold		346,451			147,080			—			(2,203	)		491,328
Gross profit (loss)		(76,831	)		(1,862	)		—			1,105			(77,588	)
Other operating expenses – curtailment costs		33,498			—			—			—			33,498
Selling, general and admin expenses		21,093			298			—			—			21,391
Operating income (loss)		(131,422	)		(2,160	)		—			1,105			(132,477	)
Interest expense – third party		(16,019	)		—			—			—			(16,019	)
Interest expense – affiliates		29,924			(29,924	)		—			—			—
Interest income		593			483			—			—			1,076
Interest income – affiliates		—			286			—			—			286
Net loss on forward contracts		(5,169	)		(1,701	)		—			—			(6,870	)
Other expense - net		270			74			—			—			344
Income (loss) before taxes and equity in earnings (loss) of subsidiaries and joint ventures		(121,823	)		(32,942	)		—			1,105			(153,660	)
Income tax benefit (expense)		(60	)		1,583			—			—			1,523
Income (loss) before equity in earnings (loss) of subsidiaries and joint ventures		(121,883	)		(31,359	)		—			1,105			(152,137	)
Equity earnings (loss) of subsidiaries and joint ventures		(43,131	)		(21,330	)		(221,770	)		216,598			(69,633	)
Net income (loss)	$	(165,014	)	$	(52,689	)	$	(221,770	)	$	217,703		$	(221,770	)

CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS
For the six months ended June 30, 2008
	Combined Guarantor Subsidiaries			Combined Non-Guarantor Subsidiaries			The Company			Reclassifications and Eliminations			Consolidated
Net sales:
Third-party customers	$	594,002		$	182,923		$	—		$	—		$	776,925
Related parties		147,063			92,351			—			—			239,414
		741,065			275,274			—			—			1,016,339
Cost of goods sold		577,735			186,829			—			(444	)		764,120
Gross profit		163,330			88,445			—			444			252,219
Selling, general and admin expenses		32,086			631			—			—			32,717
Operating income		131,244			87,814			—			444			219,502
Interest expense – third party		(16,022	)		—			—			—			(16,022	)
Interest expense – affiliates		26,721			(26,721	)		—			—			—
Interest income		4,147			667			—			—			4,814
Net loss on forward contracts		(652,092	)		—			—			—			(652,092	)
Other expense - net		(190	)		(37	)		—			—			(227	)
Income (loss) before taxes and equity in earnings (loss) of subsidiaries and joint ventures		(506,192	)		61,723			—			444			(444,025	)
Income tax benefit (expense)		201,029			(4,252	)		—			(142	)		196,635
Net income (loss) before equity in earnings (loss) of subsidiaries and joint ventures		(305,163	)		57,471			—			302			(247,390	)
Equity earnings (loss) of subsidiaries and joint ventures		13,890			3,951			(237,431	)		229,549			9,959
Net income (loss)	$	(291,273	)	$	61,422		$	(237,431	)	$	229,851		$	(237,431	)

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CENTURY ALUMINUM COMPANY

Notes to the Consolidated Financial Statements - continued

(UNAUDITED)

CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS
For the six months ended June 30, 2009
	Combined Guarantor Subsidiaries			Combined Non-Guarantor Subsidiaries			The Company			Consolidated
Net cash provided by (used in) operating activities	$	68,475		$	(21,803	)	$	—		$	46,672
Investing activities:
Purchase of property, plant and equipment		(7,693	)		(3,364	)		(870	)		(11,927	)
Nordural expansion		—			(12,132	)		—			(12,132	)
Investments in and advances to joint ventures		—			—			(1,023	)		(1,023	)
Net cash used in investing activities		(7,693	)		(15,496	)		(1,893	)		(25,082	)
Financing activities:
Repayment under revolving credit facility		—			—			(25,000	)		(25,000	)
Intercompany transactions		(60,782	)		47,432			13,350			—
Issuance of common stock – net of issuance costs		—			—			104,041			104,041
Net cash provided by (used in) financing activities		(60,782	)		47,432			92,391			79,041
Net change in cash		—			10,133			90,498			100,631
Beginning cash		—			71,545			57,855			129,400
Ending cash	$	—		$	81,678		$	148,353		$	230,031

CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS
For the six months ended June 30, 2008
	Combined Guarantor Subsidiaries			Combined Non-Guarantor Subsidiaries			The Company			Consolidated
Net cash provided by operating activities	$	347,631		$	17,182		$	—		$	364,813
Investing activities:
Purchase of property, plant and equipment		(4,593	)		(9,909	)		(459	)		(14,961	)
Nordural expansion		—			(32,648	)		—			(32,648	)
Investments in joint ventures		—			—			(27,621	)		(27,621	)
Proceeds from sale of property		—			5			—			5
Restricted cash deposits		—			(1,898	)		—			(1,898	)
Net cash used in investing activities		(4,593	)		(44,450	)		(28,080	)		(77,123	)
Financing activities:
Excess tax benefits from share-based compensation		—			—			657			657
Intercompany transactions		(343,038	)		68,332			274,706			—
Issuance of common stock		—			—			2,335			2,335
Net cash provided by (used in) financing activities		(343,038	)		68,332			277,698			2,992
Net change in cash		—			41,064			249,618			290,682
Beginning cash		—			11,128			49,834			60,962
Ending cash	$	—		$	52,192		$	299,452		$	351,644

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CENTURY ALUMINUM COMPANY

Notes to the Consolidated Financial Statements - continued

(UNAUDITED)

22.	Subsequent Events

We have evaluated all subsequent events through August 7, 2009 which was the date the financial statements were available to be issued.

Century transfers ownership of Gramercy and St. Ann Bauxite joint ventures

In August 2009, we reached agreement with Noranda to transfer our 50% interest in the Gramercy Alumina refinery in Gramercy, Louisiana and St. Ann Bauxite Limited in St. Ann, Jamaica. We will make a $10,000 cash payment in two installments to Noranda as part of the transaction, which is expected to close in August. At closing, Noranda will assume 100% ownership of Gramercy and St. Ann.

Century and Noranda jointly acquired Gramercy and St. Ann from Kaiser Aluminum and Chemical Corp. in 2004 and have each owned 50 percent of these businesses since that time. Gramercy owns and operates a 1.2 million metric ton per year alumina annual capacity alumina refinery located in Louisiana and St. Ann owns and operates a 4.8 million metric ton per year annual capacity bauxite mining operation in Jamaica. As a result of the global economic crisis, Gramercy and St. Ann have been producing at approximately 60 percent of their rated capacities since early 2009.

Our primary aluminum smelter in Hawesville, KY currently receives all of its alumina supplies from Gramercy. As part of the transaction, the current alumina supply agreement with Gramercy will be terminated and we will enter into a new alumina supply agreement. The new alumina supply agreement term is through December 2010. Pricing under the new contract will be fixed for the first 125,000 MT and LME-based for the remaining 65,500 MT (subject to certain conditions for floor pricing).

Impact on our financial position, results of operations and cash flows

We recognized an impairment loss on our equity investments in Gramercy and SABL of $73,234 in the three months ended June 30, 2009. See Note 3 for additional information about the accounting treatment of the impairment loss. In addition, we will make a $10,000 payment to Noranda, with a $5,000 payment due at closing and $5,000 to be paid on or prior to December 31, 2009. We expect that additional losses will be recognized primarily for other costs associated with the transaction.

This transaction does not affect our obligation, per our agreement reached in April 2009, to pay SABL $6,000 in compensation for the reduced bauxite sales associated with agreements to reduce the amount of bauxite SABL will supply Glencore in 2009. Payments will be made in monthly installments through December 2009. Through June 30, 2009, we have made payments totaling $1,500. See Note 14 Contingencies and Commitments for additional information about these payments to SABL.

The tentative closing date of the transaction is August 31, 2009; however this transaction is subject to certain conditions and requires the consent of the Government of Jamaica for the transfer of SABL assets. These requirements may delay the actual closing date.

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CENTURY ALUMINUM COMPANY

Notes to the Consolidated Financial Statements - continued

(UNAUDITED)

Long-term power contract for Hawesville signed

On July 16, 2009, Century Aluminum of Kentucky, our wholly owned subsidiary, announced the completion of a new, long-term power contract for the Hawesville, Kentucky smelter. The term of the new power contract at Hawesville is through 2023 and provides adequate power for Hawesville’s full production capacity requirements (approximately 482 MW). Power pricing will be based on the provider’s cost of production.

The new power contract with Big Rivers Energy Corporation (“Big Rivers”) is take-or-pay for Hawesville’s energy requirements at full production. Under the terms of the agreement, any power not required by Hawesville would be sold and we would receive the net proceeds (price received less cost-based price owed to Big Rivers). Due to the economic crisis, the market price of electrical power in this region is less than Big Rivers’ forecasted cost.

E.ON U.S. LLC (“E.ON”) has agreed to mitigate a significant portion of this risk at a minimum, through December 2010. During this time, to the extent Hawesville does not use all the power under the take-or-pay contract, E.ON will, with some limitations, assume Hawesville's obligations. As part of this arrangement, E.ON will defer the payment of approximately $40,000 which it had previously agreed to pay to Hawesville as a termination payment and defer funding of an escrow account of approximately $40,000 that would have been used to reduce Hawesville's power costs during the next several years. E.ON will now pay these amounts when Hawesville consumes power under the contract. At Hawesville's current production rate, Hawesville would receive the entirety of these economic benefits over approximately eighteen months. To the extent the aggregate risk mitigation and production payments made by E.ON exceed approximately $80,000, Hawesville would repay this excess to E.ON over time, but only if the LME aluminum price were to exceed certain thresholds.

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

This Quarterly Report on Form 10-Q contains forward-looking statements. We have based these forward-looking statements on current expectations and projections about future events. Many of these statements may be identified by the use of forward-looking words such as “expects,” “anticipates,” “plans,” “believes,” “projects,” “estimates,” “intends,” “should,” “could,” “would,” and “potential” and similar words. These forward-looking statements are subject to risks, uncertainties and assumptions including, among other things, those discussed under Part I, Item 2, “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” Part I, Item 1, “Financial Statements,” and:

·	The decline in aluminum prices has adversely affected our financial position and results of operations and could result in further additional curtailment of operations at one or more of our facilities if alternate sources of liquidity are not available or prices do not increase.
·	A continuation or worsening of global financial and economic conditions could adversely impact our financial position and results of operations and limit our ability to access the credit and capital markets on acceptable terms to obtain funding for our operations and capital projects.
·	Continued turmoil in the financial markets could have adverse effects on our pension funding obligations.
·	If economic and political conditions in Iceland deteriorate, our financial position and results of operations could be adversely impacted.
·	The market price of our common stock has declined significantly, may continue to be volatile, and may decline further.
·	Any construction and development activities which we may plan will require substantial capital. We may be unable to obtain needed capital or financing on satisfactory terms or at all, which could delay or curtail any such construction projects.
·	We may be required to write down the value of certain assets.
·	Our credit ratings have been lowered by two major credit rating agencies.
·	The cyclical nature of the aluminum industry causes variability in our earnings and cash flows.
·	Our molten aluminum sales at our Hawesville, Kentucky aluminum smelter ("Hawesville") are subject to long-term sales contracts which limit our ability to cut costs and creates dependence on one major customer.
·	We may continue to be required to incur substantial costs in order to curtail unprofitable aluminum production.
·	We may continue to be required to incur substantial costs in order to curtail unprofitable aluminum production.
·	Currently, the cost of alumina used at Hawesville is significantly higher than under our LME-based alumina contracts and impacts the results of operations at Hawesville.
·	Changes or disruptions to our raw material supply arrangements and power supply could increase our production costs and reduce the profitability of our operations.
·	Changes in the relative cost and availability of certain raw materials and energy compared to the price of primary aluminum could affect our operating results.
·	Unexpected events, including natural disasters, may increase our cost of doing business or disrupt our operations.
·	We are subject to the risk of union disputes.
·	We are subject to a variety of environmental laws and regulations that could result in unanticipated costs or liabilities.
·	International operations expose us to political, regulatory, currency and other related risks.
·	We have pending against us or may be subject to various lawsuits, claims and proceedings related primarily to employment, commercial, environmental, shareholder, safety and health matters.
·	Our historical financial information may not be comparable to our results for future periods.
·	Our level of indebtedness requires significant cash flow to meet our debt service requirements, which reduces cash available for other purposes, such as the payment of dividends, and limits our ability to pursue our growth opportunities.

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·	We may be unable to refinance our outstanding debt securities when required; our senior notes mature in August 2014 and, while our convertible notes mature in 2024, the holders of the convertible notes have the right to put them to us for cash in August 2011.
·	Restrictive covenants in our credit facility and the indenture governing our senior notes limit our ability to incur additional debt and pursue our growth strategy.
·	Further consolidation within the metals industry could provide competitive advantages to our competitors.
·	Reductions in the duty on primary aluminum imports into the European Union decrease our revenues at Grundartangi.
·	We depend upon intercompany transfers from our subsidiaries to meet our debt service obligations.
·	Provisions in our charter documents and state law may make it difficult for others to obtain control of Century, even though some stockholders may consider them to be beneficial.

We believe the expectations reflected in our forward-looking statements are reasonable, based on information available to us on the date of this filing. However, given the described uncertainties and risks, we cannot guarantee our future performance or results of operations and you should not place undue reliance on these forward-looking statements. We undertake no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. When reading any forward-looking statements in this filing, the reader should consider the risks described above and elsewhere in this report as well as those described under the headings “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our Annual Report on Form 10-K and Quarterly Reports on Form 10-Q or in Current Reports on Form 8-K filed with the Securities and Exchange Commission. Given these uncertainties and risks, the reader should not place undue reliance on these forward-looking statements.

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

Recent Developments

Century transfers ownership of Gramercy and St. Ann Bauxite joint ventures

In August 2009, we reached agreement with Noranda Aluminum Acquisition Corporation ( together with its consolidated subsidiaries, “Noranda”) to transfer our 50% interest in the Gramercy Alumina refinery in Gramercy, Louisiana and St. Ann Bauxite Limited (“SABL”) in St. Ann, Jamaica. We will make a $10 million cash payment in two installments to Noranda as part of the transaction, which is expected to close in August. At closing, Noranda will assume 100% ownership of Gramercy and St. Ann.

As part of the transaction, the current alumina supply agreement with Gramercy will be terminated and we will enter into a new alumina supply agreement. The new alumina supply agreement term is through December 2010. Pricing under the new contract will be fixed for the first 125,000 MT and LME-based for the remaining 65,500 MT (subject to certain conditions for floor pricing).

Impact on our financial position, results of operations and cash flows

We recognized an impairment loss on our equity investments in Gramercy and SABL of approximately $73 million in the three months ended June 30, 2009. See Equity investment impairment below. We will make a $10 million payment to Noranda, with $5 million due at closing and $5 million to be paid on or prior to December 31, 2009. We expect that some additional losses will be incurred on this transaction for other closing costs associated with the transaction.

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This transaction does not affect our obligation to pay SABL $6 million in compensation for the reduced bauxite sales associated with agreements to reduce the amount of bauxite SABL will supply Glencore in 2009. Payments will be made in monthly installments through December 2009. As of June 30, 2009, we have made payments totaling $1.5 million. Payments will be made in monthly installments through December 2009. See Note 14 Contingencies and Commitments in the Consolidated Financial Statements included herein for additional information about these payments to SABL.

Equity investments impairment

In August 2009, we signed an agreement to transfer our equity investment in Gramercy and SABL to Noranda, we undertook an evaluation to determine the impact of the transaction, if any, on the carrying amount of the equity investments in the joint venture assets as of June 30, 2009. We concluded that the terms of the asset transfer agreement provided an indication of an impairment of the equity investments in the joint ventures. As a result, we performed an impairment analysis to determine the appropriate carrying amount of these assets as of June 30, 2009. Based on the impairment analysis, we recorded approximately a $73 million impairment loss in the three months ended June 30, 2009. The approximate $73 million loss consisted of the following amounts:

	Beginning balance			Impairment gain (loss)			Ending balance
	(in millions)
Equity investments in Gramercy and SABL, equity in the earnings of Gramercy and SABL and intercompany profit elimination	$	96		$	(75	)	$	21
Pension and OPEB obligations for Gramercy and SABL		(2	)		2			—
	$	94		$	(73	)	$	21

Long-term power contract for Hawesville signed

On July 16, 2009, Century Aluminum of Kentucky, our wholly owned subsidiary, announced the completion of a new, long-term power contract for the Hawesville, Kentucky smelter. The term of the new power contract at Hawesville is through 2023 and provides adequate power for Hawesville’s full production capacity requirements (approximately 482 megawatts). Power pricing will be based on the provider’s cost of production.

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E.ON U.S. LLC (“E.ON”) has agreed to mitigate a significant portion of this risk at a minimum, through December 2010. During this time, to the extent Hawesville does not use all the power under the take-or-pay contract, E.ON will, with some limitations, assume Hawesville's obligations. As part of this arrangement, E.ON will defer the payment of approximately $40 million which it had previously agreed to pay to Hawesville as a termination payment and defer funding of an escrow account of approximately $40 million that would have been used to reduce Century's power costs during the next several years. E.ON will now pay these amounts when Hawesville consumes power under the contract. At Hawesville's current production rate, Hawesville would receive the entirety of these economic benefits over approximately eighteen months. To the extent the aggregate risk mitigation and production payments made by E.ON exceed approximately $80 million, Hawesville would repay this excess to E.ON over time, but only if the LME aluminum price were to exceed certain thresholds.

Alcan Metal Agreement terminated

In April 2009, Alcan and Century Aluminum of West Virginia (“CAWV”) agreed to terminate all remaining obligations under the Alcan Metal Agreement. CAWV paid Alcan $0.6 million to settle the remaining delivery obligations.

Helguvik Investment Agreement

An Enabling Act for an Investment Agreement with the Government of Iceland for Helguvik, which governs certain meaningful aspects of the Helguvik project such as the fiscal regime, was approved by the Icelandic Parliament. In July 2009, the Investment Agreement was approved by the European Surveillance Authority.

IRS Tax Refunds received

In the first quarter of 2009, we received a federal income tax refund for $79.7 million related to a carryback of a portion of the December 31, 2008 taxable loss to tax years ended December 31, 2006 and December 31, 2007. Additionally, we received a $10.1 million federal income tax refund related to overpayments of December 31, 2008 estimated tax payments.

Curtailment of Operations at Ravenswood and Hawesville

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On March 3, 2009, our subsidiary, Century Aluminum of Kentucky announced the orderly curtailment of one potline at Hawesville. Hawesville has production capacity of approximately 244,000 metric tons per year of primary aluminum from five potlines. The potline curtailment was completed in March 2009. The action reduced primary aluminum production by approximately 4,370 metric tons per month and impacted approximately 120 employees. The action was needed to reduce the continuing cash losses as a result of the depressed global price for primary aluminum.

Credit Rating Downgrade

In April 2009, Moody’s further downgraded our credit rating to “Caa3” from “B2.” The downgrade reflects Moody’s concerns regarding the level of cash consumption, and the potential for liquidity challenges absent a significant recovery in the aluminum markets. Moody’s has stated the Caa3 corporate family rating anticipates that operating cash flow generated from Grundartangi is unlikely to be sufficient to support ongoing operations across Century on a sustained basis. According to Moody’s, obligations rated “Caa3” are judged to be of poor standing and are subject to very high credit risk, and have “extremely poor credit quality.” This recent action by Moody’s and any further actions they may take, could negatively impact our ability to access liquidity in the credit and capital markets in the future and could lead to worsened trade terms, increasing our liquidity needs.

Equity Offering

In February 2009, we completed a public offering of 24,500,000 shares of common stock at a price of $4.50 per share, raising approximately $110.2 million before offering costs. The offering costs were approximately $6.2 million, representing underwriting discounts and commissions and offering expenses.

Glencore purchased 13,242,250 shares of common stock in this offering. We have agreed with Glencore to amend the terms of our Standstill and Governance Agreement with Glencore to increase the percentage of our voting securities that Glencore may acquire prior to April 7, 2009 and to allow Glencore to exercise voting rights with respect to the shares of common stock it purchased in this offering. As of June 30, 2009, we believe that Glencore beneficially owned, through common stock approximately 38.1% of our issued and outstanding common stock and, through ownership of common and preferred stock, an overall 48.7% economic ownership of Century.

We intend to use the net proceeds from the sale of our common stock for general corporate purposes, including repayment of debt.

Alumina and bauxite contract amendments

On April 21, 2009, we agreed with Glencore to amend two alumina purchase agreements dated April 14, 2008 and April 26, 2006, respectively (collectively, the “Amendments”).

The Amendments reduce the amount of alumina Glencore will supply to Century from 330,000 metric tons to 110,368 metric tons in 2009 and from 290,000 metric tons to 229,632 metric tons in 2010, for an overall alumina supply reduction of 280,000 metric tons. With the Amendments, given the alumina received to date, we reduced our total remaining alumina obligation under the respective agreements for 2009 to 13,500 metric tons.

In conjunction with these alumina supply reductions, St. Ann Bauxite Limited (“SABL”), a joint venture owned 50% by Century Aluminum Company, agreed to reduce the amount of bauxite it will supply Glencore in 2009 by 775,000 dry metric tons, with 650,000 dry metric tons being cancelled and 125,000 dry metric tons being deferred to 2010. As part of this transaction, we have agreed to pay SABL $6.0 million in compensation for the reduced bauxite sales.

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Joint ventures production volume decreases

The Gramercy alumina refinery is currently producing smelter grade alumina at approximately 50% of capacity with Century taking approximately 250,000 metric tons annually. St. Ann Bauxite Ltd. is currently operating at approximately 60% of capacity.

Baise Haohai Carbon Co., Ltd. (“BHH”), a carbon anode and cathode facility located in the Guangxi Zhuang Autonomous Region of south China, is currently operating at 50% of its rated capacity due to the reduced operations of its main customer in China.

Impact of the adoption of FSP APB 14-1

We adopted FSP APB 14-1 effective January 1, 2009 and retrospectively applied the changes under this new accounting principle to our financial statements. Retrospective application to all periods presented is required. Accordingly, we have adjusted our previously issued financial statements to reflect the changes that resulted from the adoption of the FSP for the years 2004 through 2008 to give effect to FSP APB 14-1, as applicable.

We have assessed the impact of adopting FSP APB 14-1 on our historical and future net income calculations. The adoption of FSP APB 14-1 increased our reported interest expense by $7.6 million for 2008, and will increase interest expense by $8.2 million in 2009, $8.8 million in 2010 and $5.4 million in 2011.

Extension of labor contract at Ravenswood

We reached an agreement with the USWA to extend the labor contract at Ravenswood from May 31, 2009 to August 31, 2010.

APCo Rate filing

In March 2009, APCo filed a request for a rate increases to recover unrecovered fuel costs and to cover the increased cost of fuel and purchased power as well as capital improvements. In its filings, APCo has attributed approximately $16 million of the unrecovered fuel costs to Ravenswood and has proposed to recover this amount over a 5 year period. We believe that Ravenswood paid all amounts required under the special rate contract and any additional recovery from Ravenswood is inappropriate. The West Virginia Public Service Commission (the “PSC”) indicated that it would make a decision by the end of September and that any increase would be effective by December 2009. At this time, it is not practicable to predict the outcome of this rate case or its impact on Ravenswood.

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Results of Operations

The following discussion reflects our historical results of operations.

Century’s financial highlights include:

	Three months ended June 30,						Six months ended June 30,
	2009			2008			2009			2008
	(In thousands, except per share data)
Net sales:
Third-party customers	$	140,097		$	420,032		$	310,511		$	776,925
Related party customers		49,056			125,165			103,229			239,414
Total	$	189,153		$	545,197		$	413,740		$	1,016,339

Gross profit (loss)	$	(5,227	)	$	156,224		$	(77,588	)	$	252,219

Net loss	$	(107,146	)	$	(3,494	)	$	(221,770	)	$	(237,431	)

Loss per common share:
Basic and Diluted	$	(1.45	)	$	(0.08	)	$	(3.20	)	$	(5.78	)

Shipments – primary aluminum (000 pounds):
Direct		169,353			290,214			384,065			583,437
Toll		151,846			146,681			301,972			293,767
Total		321,199			436,895			686,037			877,204

Shipments – primary aluminum (metric tons):
Direct		76,817			131,639			174,209			264,643
Toll		68,876			66,533			136,972			133,250
Total		145,693			198,172			311,181			397,893

Net sales (in millions)	2009		2008		$ Difference			% Difference
Three months ended June 30,	$	189.2	$	545.2	$	(356.0	)		(65.3	)%
Six months ended June 30,	$	413.7	$	1,016.3	$	(602.6	)		(59.3	)%

Lower price realizations for our primary aluminum shipments in the three months ended June 30, 2009, due to lower LME prices for primary aluminum, resulted in a $196.3 million sales decrease. Reduced sales volume contributed $159.7 million to the decrease in net sales. Direct shipments declined 120.9 million pounds in the three months ended June 30, 2009 primarily due to capacity curtailments at our U.S. smelters. Toll shipments increased 5.2 million pounds from the same period in 2008 due to increased production at the Grundartangi smelter.

Lower price realizations for our primary aluminum shipments in the six months ended June 30, 2009, due to lower LME prices for primary aluminum, resulted in a $358.1 million sales decrease. Reduced sales volume contributed $244.5 million to the decrease in net sales. Direct shipments declined 199.4 million pounds in the six months ended June 30, 2009 primarily due to capacity curtailments at our U.S. smelters. Toll shipments increased 8.2 million pounds from the same period in 2008 due to increased production at the Grundartangi smelter.

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Gross profit (loss) (in millions)	2009			2008		$ Difference			% Difference
Three months ended June 30,	$	(5.2	)	$	156.2	$	(161.4	)		(103.3	)%
Six months ended June 30,	$	(77.6	)	$	252.2	$	(329.8	)		(130.8	)%

During the three months ended June 30, 2009, lower price realizations, net of LME-based alumina cost and LME-based power cost decreases, reduced gross profit by $171.9 million. Lower shipment volume, due to capacity curtailments, resulted in a $33.6 million decrease to gross profit. In addition, we experienced $17.2 million in net cost decreases, relative to the same period in 2008, comprised of: reduced power and natural gas costs at our U.S. smelters, $2.3 million; increased costs associated with Gramercy supplied alumina, $3.4 million; reduced costs for materials, supplies and maintenance, $6.2 million; other cost reductions, $10.5 million; and reduced depreciation expense of $1.6 million.

During the six months ended June 30, 2009, lower price realizations, net of LME-based alumina cost and LME-based power cost decreases, reduced gross profit by $307.3 million. Lower shipment volume, due to capacity curtailments, resulted in a $40.4 million decrease to gross profit. In addition, we experienced $6.7 million in net cost increases, compared to the same period in 2008, comprised of: increased power and natural gas costs at our U.S. smelters, $1.1 million; increased costs associated with Gramercy supplied alumina, $12.9 million; reduced costs for materials, supplies and maintenance, $7.0 million; other cost increases, $1.3 million; and reduced depreciation expense of $1.6 million.

Due to turnover of inventory during the first half of 2009 and increased market prices at the end of the second quarter of 2009, the previously recognized lower of cost or market inventory reserve was adjusted to reflect the current value for our June 30, 2009 ending inventory. This adjustment favorably impacted cost of goods sold by $26.9 million and $24.6 million for the three and six months ending June, 2009, respectively.

Other operating expenses- curtailment costs (in millions)	2009		2008		$ Difference		% Difference
Three months ended June 30,	$	9.2		—	$	9.2		100	%
Six months ended June 30,	$	33.5		—	$	33.5		100	%

During the three months ended June 30, the costs associated with the idled potlines at our Ravenswood and Hawesville facilities were $9.2 million. This amount includes expenses incurred while the Ravenswood facility is in an idled state and net losses associated with spot alumina sales and cancellation costs from the Glencore alumina supply agreement.

During the six months ended June 30, the costs associated with the idled potlines at our Ravenswood and Hawesville facilities were $33.5 million. This amount includes the recognition of employee-related liabilities, contractual obligations and net losses from the cancellation of the Glencore alumina supply agreement and sales of alumina made available by the idling of capacity. In addition, certain expenses incurred while the Ravenswood facility is in an idled state are included in this line item. For further discussion see Note 5 Curtailment of Operations – Ravenswood and Hawesville in the Consolidated Financial Statements included herein.

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Selling, general and administrative expenses (in millions)	2009		2008		$ Difference			% Difference
Three months ended June 30,	$	11.3	$	13.9	$	(2.6	)		(18.7	)%
Six months ended June 30,	$	21.4	$	32.7	$	(11.3	)		(34.6	)%

The decrease in selling, general and administrative expenses for the three and six months ended June 30, 2009 was primarily due to reduced accruals under our share-based performance and stock compensation programs and reduced discretionary spending.

Interest income (in millions)	2009		2008		$ Difference			% Difference
Three months ended June 30,	$	0.4	$	2.3	$	(1.9	)		(82.6	)%
Six months ended June 30,	$	1.1	$	4.8	$	(3.7	)		(77.1	)%

The decrease in interest income for the three and six months ended June 31, 2009 from the same periods in 2008 is the result of lower average cash and short-term investment balances and lower interest rates during the 2009 periods.

Net loss on forward contracts (in millions)	2009			2008			$ Difference		% Difference
Three months ended June 30,	$	(3.3	)	$	(203.8	)	$	200.5		(98.4	)%
Six months ended June 30,	$	(6.9	)	$	(652.1	)	$	645.2		(98.9	)%

The net loss in the three and six months ended June 30, 2009 relates to the recognition of previously settled Icelandic krona hedges associated with the Helguvik project and losses on derivatives associated with Hawesville and Ravenswood power contracts.

The loss on forward contracts for the three and six months ended June 30, 2008, was a result of mark-to-market adjustments associated with our long term primary aluminum forward financial sales contracts that did not qualify for cash flow hedge accounting. Cash settlements of these contracts during the three and six months ended June 30, 2008 were $62.8 million and $115.0, respectively. In July 2008, we terminated these contracts.

Income tax (expense) benefit (in millions)	2009			2008		$ Difference			% Difference
Three months ended June 30,	$	(2.6	)	$	57.7	$	(60.3	)		(104.5	)%
Six months ended June 30,	$	1.5		$	196.6	$	(195.1	)		(99.2	)%

The changes in the income tax provision for the three and six months ended June 30, 2009 from the same periods in 2008 were primarily due to our inability to provide any U.S. tax benefits on pre-tax losses as a result of the valuation allowance recorded against our federal and state deferred tax assets in December 2008 and in June 2009.

Equity in earnings (losses) of joint ventures (in millions)	2009			2008		$ Difference			% Difference
Three months ended June 30,	$	(68.7	)	$	5.6	$	(74.3	)		(1,326.8	)%
Six months ended June 30,	$	(69.6	)	$	10.0	$	(79.6	)		(796.0	)%

In August 2009, we signed an agreement to transfer our ownership interests in Gramercy and SABL to our joint venture partner, Noranda. We concluded that our equity investments in joint ventures, Gramercy and SABL, were not fully recoverable as of June 30, 2009. A charge of $73.2 million was recorded to reduce the investment to its estimated recoverable value. See Recent Developments for additional information.

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Liquidity and Capital Resources

Liquidity

Our financial position and liquidity have been and may continue to be materially adversely affected by low aluminum prices as compared to our cost of production. If prices remain at the levels seen in the first half of 2009 or decline further, we would have to take additional actions to reduce costs, including significant curtailment of our operations, and/or raise additional financing, in order to have the liquidity required to operate through 2010. There can be no assurance that such actions would be sufficient.

Our principal sources of liquidity are available cash, cash flow from operations and available borrowings under our revolving credit facility. We have also raised capital through the public offerings of our common stock in 2007, 2008 and in February 2009. We are continuously exploring alternative or supplementary financing arrangements to the revolving credit facility. Our principal uses of cash are operating costs, payments of principal and interest on our outstanding debt, the funding of capital expenditures and investments in related businesses, working capital and other general corporate requirements.

As of June 30, 2009, we had $432.8 million of principal indebtedness outstanding, consisting of the $175 million principal amount of our 1.75% convertible senior notes, $250 million principal amount of our 7.5% senior notes and $7.8 million principal amount under our industrial revenue bonds. Our revolving credit facility and the indenture governing our senior notes each contain various covenants that restrict the way we may conduct our business and limit our ability to incur debt, pay dividends and engage in transactions such as acquisitions and investments, among other things, which may impair our ability to obtain additional liquidity and pursue our growth strategy. More information concerning the various debt instruments and our borrowing arrangements is available in Note 13 to the Consolidated Financial Statements included herein.

Our ability to pay interest and to repay or refinance our indebtedness, including our senior notes and convertible senior notes, and to satisfy other commitments, will depend upon our future operating performance, which is subject to general economic, financial, competitive, legislative, regulatory, business and other factors, including market prices for primary aluminum, that are beyond our control, as well as access to additional sources of liquidity. Accordingly, there is no assurance that our business will generate sufficient cash flow from operations or that future capital will be available to us in an amount sufficient to enable us to repay or service our debt obligations or to fund our other liquidity needs. If we are unable to meet our debt obligations or fund our other liquidity needs, we could attempt to restructure or refinance our indebtedness or seek additional debt or equity capital. There can be no assurance that we would be able to accomplish those actions on satisfactory terms or at all.

Our consolidated cash balance at June 30, 2009 was approximately $230 million. We believe the current availability under our revolving credit facility is approximately $30 to $35 million. This availability has been reduced by the curtailments of operations at the Ravenswood and Hawesville facilities and the reduced value of our inventory and receivables due to the decrease in primary aluminum prices. Our revolving credit facility will mature in September 2010. The holders of our $175 million principal amount of 1.75% convertible senior notes have an option to require us to repurchase all or any portion of these securities at par in August 2011. At any time prior to August 2011, the holders of our convertible senior notes may exercise their conversion right and require us to deliver cash based on market value up to the principal amount of the convertible notes. These events would increase our liquidity needs.

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At the aluminum price levels we realized in the first half of 2009, our U.S. operations were not cash flow positive and our Icelandic operations were slightly profitable on a cash basis. Forecasts of primary aluminum prices for the second half of 2009 recently published by various industry analysts have generally been in the range of $1,550 to $1,650 per metric ton. Assuming the midpoint of this range, and taking into account our current balance of cash and availability under our revolving credit facility, our current production levels and other operating and financial assumptions, we would expect to have sufficient liquidity to fund our operations until mid to late 2011. We believe we also have options to further curtail operations. We expect the result of such actions would, at these analyst forecast metal prices, reduce our cash losses and thus improve our liquidity, even after accounting for the cost of implementing such actions. Actual results could differ materially from our estimates if aluminum prices are different, any of our key assumptions as to our production levels and operating costs prove incorrect, we cannot obtain the liquidity we expect, changes in Icelandic rules limit our access to cash flow from our Icelandic operations, or due to any of the factors described under “Risk Factors” in our 2008 Annual Report on Form 10-K.

Potential Additional Sources of Liquidity

While we do not have other committed sources of capital, we believe we have identified potential alternative sources of liquidity in the near term in addition to our cash balances. Given the state of the financial and credit markets and our current and expected liquidity and capital resource needs, we are exploring a variety of financing alternatives. These may include equity, equity-linked and short and/or long-term debt financings on a secured or unsecured basis by Century, its subsidiaries or a combination of Century and its subsidiaries. We may also explore project financings and nontraditional structures that could include an offering of securities or loans by a subsidiary on a nonrecourse basis. We might also explore exchange offers with our existing security holders and transactions involving our outstanding securities given their secondary market trading prices. If we were to affect an equity or equity-linked securities offering, it might result in dilution to existing shareholders. If we were to incur debt, we would become more leveraged and would have higher interest expense. We cannot make any assurances, if we pursue any of these transactions, that we will be successful in completing a transaction on attractive terms or at all.

Credit Rating Downgrades

Two major credit rating agencies have changed the status of our ratings on a general basis and of our specific debt securities. On January 30, 2009, Standard & Poor’s removed their CreditWatch and downgraded our credit rating to “B” with a negative outlook from “BB-“. Standard & Poor’s has stated that the downgrade reflects their expectation that operating results will deteriorate over the next several quarters due to continued low aluminum prices that are unlikely to show significant improvement until general economic activity picks up globally and high inventory levels are reduced. According to Standard & Poor’s, an obligation rated “B” is more vulnerable to nonpayment than obligations rated “BB”, but the obligor currently has the capacity to meet its financial commitment on the obligation. In Standard & Poor’s opinion, adverse business, financial, or economic conditions will likely impair the obligor's capacity or willingness to meet its financial commitment on the obligation. On December 17, 2008, Moody’s Investors Service downgraded our credit rating to “B2” from “Ba3” and kept our ratings under review for further possible downgrade. In April 2009, Moody’s further downgraded our credit rating to “Caa3” from “B2.” The downgrade reflects Moody’s concerns regarding the level of cash consumption, and the potential for liquidity challenges absent a significant recovery in the aluminum markets. Moody’s has stated the Caa3 corporate family rating anticipates that operating cash flow generated from Grundartangi is unlikely to be sufficient to support ongoing operations across Century on a sustained basis. According to Moody’s, obligations rated “Caa3” are judged to be of poor standing and are subject to very high credit risk, and have “extremely poor credit quality.” These recent actions by Standard & Poor’s and Moody’s, and any further actions the credit rating agencies may take, could negatively impact our ability to access liquidity in the credit and capital markets in the future and could lead to worsened trade terms, increasing our liquidity needs.

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Capital Resources

We intend to finance our future capital expenditures from available cash, our cash flow from operations and from future capital raising. We may be unable to issue additional debt or equity securities, or to issue these securities on attractive terms, 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. Continued turbulence in the U.S. and international markets and economy may adversely affect our liquidity, our ability to access the capital markets and our financial condition. If additional capital resources are unavailable, we may further curtail construction and development activities.

Capital expenditures for the six months ended June 30, 2009 were $24.1 million, $12.1 million of which was related to the Helguvik project, with the balance principally related to upgrading production equipment, improving facilities and complying with environmental requirements. We believe capital spending in 2009, excluding the modest activity which will continue on the Helguvik greenfield project, will be approximately $15 to $20 million compared to $54 million in 2008.

In light of current global financial and economic conditions, we are reviewing our capital plans and reducing, stopping or deferring all non-critical capital expenditures in our existing smelters. We have made and continue making modest capital expenditures for the construction and development of our new Helguvik smelter project. In 2008, we expended approximately $71 million in capital expenditures for the Helguvik greenfield project. From inception through December 31, 2008, we expended approximately $83 million for Helguvik. We are currently evaluating the Helguvik project’s cost, scope and schedule in light of the global economic crisis and weakening commodity prices. During this evaluation process, we have significantly reduced spending on the project; we expect that capital expenditures on this project during 2009 will be approximately $20 million until and unless a decision is made to restart major construction and engineering activities.

Historical

Our statements of cash flows for the six months ended June 30, 2009 and 2008 are summarized below:

	Six months ended June 30,
	2009			2008
	(dollars in millions)
Net cash provided by operating activities	$	46.7		$	364.8
Net cash used in investing activities		(25.1	)		(77.1	)
Net cash provided by financing activities		79.0			3.0
Net change in cash	$	100.6		$	290.7

Net cash from operating activities in the first six months of 2009 was $318.1 million lower than 2008 primarily due to the sale of short-term trading securities in 2008 to fund the termination transaction and lower operating income in 2009 due to lower LME prices for primary aluminum, partially offset by receipt of $91 million in income tax refunds and reductions in working capital in 2009.

Our net cash used in investing activities for the six months ended June 30, 2009 was $25.1 million. The net cash used in investing activities consisted of capital expenditures to maintain and improve plant operations of $12.0 million, $12.1 million for the Helguvik facility project and $1.0 million for advances to joint ventures.

Our net cash used in investing activities for the six months ended June 30, 2008 was $77.1 million. The net cash used in investing activities consisted of capital expenditures to maintain and improve plant operations of $15.0 million, and $32.6 million for the Helguvik project and finalizing the Grundartangi expansion project. In addition, we made payments to date of $27.6 million for an investment in a joint venture in China. The remaining net cash used in investing activities consisted of restricted cash deposits placed in connection with our foreign currency forward contracts.

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Net cash provided by financing activities during the six months ended June 30, 2009 was $79.0 million. We received proceeds from the issuance of common stock of $104.0 million related to the February 2009 public offering of common stock, net of offering expenses. We repaid $25.0 million for amounts outstanding under our revolving credit facility.

Net cash provided by financing activities during the six months ended June 30, 2008 was $3.0 million. We received proceeds from the issuance of common stock of $2.3 million related to the exercise of stock options and excess tax benefits from share-based compensation of $0.7 million.

Other Commitments and Contingencies

Hawesville power agreement

On July 16, 2009, we announced the completion of a new, long-term power contract for our Hawesville, Kentucky smelter. This contract requires us to provide credit support equivalent to two months of our obligations to Big Rivers under the power agreement. Upon closing of the transaction, Century funded $7.5 million into a cash collateral account in partial satisfaction of this requirement. Additional collateral will be required in November and December 2010 to satisfy the full credit support amount.

Gramercy and St. Ann transfer of assets

In August 2009, we reached agreement with Noranda Aluminum Acquisition Corporation ( together with its consolidated subsidiaries, “Noranda”) to transfer our 50% interest in the Gramercy Alumina refinery in Gramercy, Louisiana and St. Ann Bauxite Limited in St. Ann, Jamaica. We will make a $10 million cash payment in two installments to Noranda as part of the transaction, which is expected to close in August. The $10 million payment to Noranda will consist of a $5 million due at closing and $5 million to be paid on or prior to December 31, 2009.

SABL payments for contract amendments

On April 21, 2009, we agreed with Glencore to amend two alumina purchase agreements, dated April 14, 2008 and April 26, 2006, respectively (collectively, the “Amendments”). As part of this transaction, we have agreed to pay SABL $6.0 million in compensation for the reduced bauxite sales. As of June 30, 2009, we had made payments of $1.5 million. The remaining $4.5 million will be paid in monthly installments through December 2009.

Stockholder class action lawsuits

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APCo Rate filing

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Item 3. Quantitative and Qualitative Disclosures about Market Risk

Commodity Price Risk

We are exposed to price risk for primary aluminum. We manage our exposure to fluctuations in the price of primary aluminum by selling aluminum at fixed prices for future delivery, as well as by purchasing certain of our alumina and power requirements under supply contracts with prices tied to the same indices as our aluminum sales contracts (the LME price of primary aluminum). Our risk management activities do not include any trading or speculative transactions.

All of the outstanding primary aluminum forward financial sales contracts were settled in July 2008 in a termination transaction with Glencore. We had no fixed price forward financial contracts to purchase aluminum at June 30, 2009 or December 31, 2008.

Additionally, to mitigate the volatility of the natural gas markets, we enter into fixed price forward financial purchase contracts, accounted for as cash flow hedges, which settle in cash in the period corresponding to the intended usage of natural gas.

Natural Gas Forward Financial Purchase Contracts as of:
	(Thousands of MMBTU)
	June 30, 2009	December 31, 2008
2009	760	3,340

On a hypothetical basis, a $1.00 per million British Thermal Units (“MMBTU”) decrease in the market price of natural gas is estimated to have an unfavorable impact of $0.8 million on accumulated other comprehensive loss for the period ended June 30, 2009 as a result of the natural gas forward financial purchase contracts outstanding at June 30, 2009.

Exchange Rate Risk

We are exposed to foreign currency risk due to fluctuations in the value of the U.S. dollar as compared to the euro, the ISK and the Chinese yuan. Grundartangi’s labor, maintenance and other local service costs are denominated in Icelandic krona and a portion of its anode costs are denominated in euros. As a result, an increase or decrease in the value of those currencies relative to the U.S. dollar would affect Grundartangi’s operating margins. In addition, we expect a significant portion of the capital expenditures for construction of the Helguvik greenfield project will be denominated in currencies other than the U.S. dollar.

We have historically managed our exposure by entering into foreign currency forward contracts that settle monthly. We reviewed the forecasted transactions and projected cash flows for each currency in future periods. The functional currency cash flow variability associated with forecasted transactions is considered a cash-flow hedge. The effective portion of the forward contracts gain or loss is reported in other comprehensive income, and the ineffective portion is reported currently in earnings. Realized gains and losses are reclassified into earnings when the hedged transaction affects earnings.

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During 2008, Century entered into foreign currency forward contracts to hedge our exposure to fluctuations in the ISK for our forecasted operations at Grundartangi and capital expenditures for the Helguvik greenfield project. In October 2008, we reached an agreement with our counterparties and settled the remaining forward contracts that extended through September 2009. This settlement represented all of our remaining foreign currency forward contracts. We paid our counterparties approximately $30 million, an amount based on the intrinsic values of the contracts based on the forward curve on the date of settlement. See Note 7 in the Consolidated Financial Statements included herein for further information about these forward contracts.

Our alumina contracts, except Hawesville’s alumina contract with Gramercy, are indexed to the LME price for primary aluminum. As of June 30, 2009, these contracts hedge approximately 5% of our production. As of June 30, 2009, approximately 25% of our production for the remainder of 2009 is hedged by our LME-based alumina contracts and Grundartangi’s electrical power and tolling contracts. The Gramercy alumina contract was terminated in August 2009 and replaced by an fixed price alumina contract and an LME-based price alumina contract. See Note 22 Subsequent Events in the Consolidated Financial Statements included herein.

Iceland . Substantially all of Grundartangi’s revenues are derived from toll conversion agreements with Glencore, Hydro and a subsidiary of BHP Billiton Ltd., whereby Grundartangi converts alumina provided by these companies into primary aluminum for a fee based on the LME price for primary aluminum. Grundartangi’s LME-based toll revenues are subject to the risk of decreases in the market price of primary aluminum; however, Grundartangi is not exposed to increases in the price for alumina, the principal raw material used in the production of primary aluminum. In addition, under its power contract, Grundartangi purchases power at a rate which is a percentage of the LME price for primary aluminum, providing Grundartangi with a hedge against downswings in the market for primary aluminum. Grundartangi’s tolling revenues include a premium based on the exemption available to Icelandic aluminum producers from the EU import duty for primary aluminum. In May 2007, the EU members reduced the EU import duty for primary aluminum from six percent to three percent and agreed to review the new duty after three years. This decrease in the EU import duty for primary aluminum negatively impacts Grundartangi’s revenues and further decreases would also have a negative impact on Grundartangi’s revenues.

Grundartangi is exposed to foreign currency risk due to fluctuations in the value of the U.S. dollar relative to the euro and the ISK. Grundartangi’s revenues and power costs are based on the LME price for primary aluminum, which is denominated in U.S. dollars. There is no currency risk associated with these contracts. However, Grundartangi’s labor and certain other operating costs are denominated in ISK and a portion of its anode costs are denominated in euros. As a result, an increase or decrease in the value of those currencies relative to the U.S. dollar would affect Grundartangi’s operating margins.

Subprime and Related Risks

Asset-backed securities related to subprime consumer mortgages have experienced significant increases in expected default rates, resulting in a dramatic reduction in asset prices and market liquidity. Our exposure to these instruments is limited, but we continue to review this exposure. At present, we believe our exposure is limited to assets in our pension plans that are invested in bond funds. We believe that approximately 1.8% of our pension assets are invested in various subprime investments. The approximate value of these assets at June 30, 2009 was $1.1 million. We do not expect that any defaults would be material to our financial position or results of operations. Any defaults in these funds would lower our actual return on plan assets and increase the defined benefit plan net loss in other comprehensive income, and subsequently increase our pension expense and future funding requirements as these losses are amortized over the service life of the participants.

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Item 4. Controls and Procedures

a. Evaluation of Disclosure Controls and Procedures

As of June 30, 2009, we carried out an evaluation, under the supervision and with the participation of our management, including our Chief Executive Officer and our Chief Financial Officer, of the effectiveness of our disclosure controls and procedures. Based upon that evaluation, our management, including the Chief Executive Officer and the Chief Financial Officer, have concluded that our disclosure controls and procedures were effective as of June 30, 2009.

b. Changes in Internal Controls over Financial Reporting

During the three months ended June 30, 2009, there were no changes in our internal controls over financial reporting that materially affected, or are reasonably likely to materially affect, our internal controls over financial reporting.

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PART II – OTHER INFORMATION

Item 1. Legal Proceedings

In March 2009, four purported stockholder class actions against the Company were filed in the United States District Court for the Northern District of California. The actions are entitled Petzschke v. Century Aluminum Co., et al. , Abrams v. Century Aluminum Co., et al. , McClellan v. Century Aluminum Co., et al. , and Hilyard v. Century Aluminum Co., et al . These cases allege that the Company improperly accounted for cash flows associated with the termination of certain forward financial sales contracts which accounting allegedly resulted in artificial inflation of our stock price and investor losses. These actions seek certification as a class action, rescission of the Company's February 2009 common stock offering, unspecified compensatory damages, including interest thereon, costs and expenses and counsel fees. Management intends to vigorously defend these actions, but at the date of this report, it is not possible to predict the ultimate outcome of these actions or to estimate a range of possible damage awards.

Item 4. Submission of Matters to a Vote of Security Holders

The Annual Meeting of our stockholders was held May 27, 2009. The following are the results of stockholder voting on proposals that were presented and adopted:

1. The election of the following directors for a term of three (3) years expiring at the Annual Meeting of Stockholders to be held in 2012:

	For	Withheld
Logan W. Kruger	66,199,903	548,383
Willy R. Strothotte	66,226,787	541,499
Jarl Berntzen	66,044,822	703,464

2. Approve amending the Company’s Restated Certificate of Incorporation, as amended (the “Restated Charter”) to increase the number of authorized shares of the Company’s common stock, par value $0.01 per share to 195,000,000.

	For	Against	Abstain	Broker Non-votes
Increase authorized shares of the Company’s common stock	62,067,094	4,577,476	103,715	—

3. Approve amending the Company’s Amended and Restated 1996 Stock Incentive Plan (the “1996 Plan”) to increase the number of shares authorized for issuance under the 1996 Plan to 10,000,000 and extend its term through May 27, 2019.

	For	Against	Abstain	Broker Non-votes
Increase authorized shares for 1996 Plan	43,011,612	7,254,986	50,544	16,431,144

4. To ratify the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2009.

	For	Against	Abstain	Broker Non-votes
Ratify Deloitte and Touche LLP	65,743,262	855,565	149,458	—

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Item 6. Exhibits

Exhibit Number	Description of Exhibit	Incorporated by Reference			Filed Herewith
Exhibit Number	Description of Exhibit	Form	File No.	Filing Date	Filed Herewith
3.01	Amended and Restated Certificate of Incorporation of Century Aluminum Company*				X
10.01	Amended and Restated 1996 Stock Incentive Plan**	8-K	000-27918	May 28, 2009
10.02	Amended and Restated Century Aluminum Company Supplemental Retirement Income Benefit Plan**				X
10.03	Support Agreement, dated as of May 4, 2009, by and between Glencore AG and Century Aluminum Company	8-K	000-27918	May 4, 2009
31.1	Rule 13a-14(a)/15d-14(a) Certification of the Chief Executive Officer.				X
31.2	Rule 13a-14(a)/15d-14(a) Certification of the Chief Financial Officer.				X
32.1	Section 1350 Certifications.				X

*	This document was originally attached as an exhibit to the Form 8-K filed with the Securities and Exchange Commission on May 28, 2009. Subsequent to its initial filing, a certificate of correction was made to correct a typographical error, which certificate is being filed herewith.
**	Management contract or compensatory plan.

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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 10, 2009	By:	/s/ LOGAN W. KRUGER
			Logan W. Kruger
			President and Chief Executive Officer


Date:	August 10, 2009	By:	/s/ MICHAEL A. BLESS
			Michael A. Bless
			Executive Vice-President and Chief Financial Officer

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Exhibit Index

Exhibit Number	Description of Exhibit	Incorporated by Reference			Filed Herewith
Exhibit Number	Description of Exhibit	Form	File No.	Filing Date	Filed Herewith
3.01	Amended and Restated Certificate of Incorporation of Century Aluminum Company*				X
10.01	Amended and Restated 1996 Stock Incentive Plan**	8-K	000-27918	May 28, 2009
10.02	Amended and Restated Century Aluminum Company Supplemental Retirement Income Benefit Plan**				X
10.03	Support Agreement, dated as of May 4, 2009, by and between Glencore AG and Century Aluminum Company	8-K	000-27918	May 4, 2009
31.1	Rule 13a-14(a)/15d-14(a) Certification of the Chief Executive Officer.				X
31.2	Rule 13a-14(a)/15d-14(a) Certification of the Chief Financial Officer.				X
32.1	Section 1350 Certifications.				X

*	This document was originally attached as an exhibit to the Form 8-K filed with the Securities and Exchange Commission on May 28, 2009. Subsequent to its initial filing, a certificate of correction was made to correct a typographical error, which certificate is being filed herewith.
**	Management contract or compensatory plan.

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EXHIBIT 3.01

STATE OF DELAWARE

CERTIFICATE OF CORRECTION

Century Aluminum Company, a corporation organized and existing under and by virture of the General Corporation Law of the State of Delaware.

DOES HEREBY CERTIFY:

1.	The name of the corporation is Century Aluminum Company.

2.	That an Amended and Restated Certificate of Incorporation was filed by the Secretary of State of Delaware on May 27, 2009, and that said Amended and Restated Certificate of Incorporation requires correction as permitted by Section 103 of the General Corporation Law of the State of Delaware.

3.	The inaccuracy or defect of said Amended and Restated Certificate of Incorporation are that the typed written numbers do not match the typed numerals in paragraphs 2., on page 1 and FOURTH on page 2.

4.	The Amended and Restated Certificate of Incorporation is corrected to read as follows:

AMENDED AND RESTATED

CERTIFICATE OF INCORPORATION

CENTURY ALUMINUM COMPANY

Century Aluminum Company, a Delaware corporation, hereby certifies as follows:

1. The name of the corporation is Century Aluminum Company (the “Corporation”). The original Certificate of Incorporation of the Corporation was filed with the Secretary of State of the State of Delaware on February 20, 1981. The name of the Corporation when it was originally incorporated was Richco Exploration, Inc.

2. The Board of Directors of the Corporation duly adopted resolutions by unanimous written consent on May 4, 2009 setting forth a proposed amendment to the Restated Certificate of Incorporation of the Corporation (the “Restated Certificate”), declaring said resolutions to be advisable and directing that said amendment be considered at the next Annual Meeting of the stockholders of the Corporation. The proposed amendment deletes paragraph (1) of Article Fourth of the Restated Certificate and replaces it with the following:

“(1) The total number of shares of stock which the Corporation shall have authority to issue is Two Hundred Million (200,000,000) shares divided into the following classes:

(a) One Hundred Ninety-five Million (195,000,000) shares of Common Stock with a par value of one cent ($0.01) per share; and

(b) Five Million (5,000,000) shares of Preferred Stock with a par value of one cent ($0.01) per share.”

3. That thereafter, pursuant to resolution of the Board of Directors, the Annual Meeting of stockholders of the Corporation was duly called and held on May 27, 2009, upon notice in accordance with Section 222 of the General Corporation Law of the State of Delaware, at which meeting the requisite number of shares as required by statute were voted in favor of the amendment. The foregoing amendment to the Restated Certificate of Incorporation was duly adopted in accordance with Sections 242 and 245 of the General Corporation Law of the State of Delaware.

4. The text of the prior Restated Certificate of Incorporation of the Corporation, as amended, is restated to read in its entirety as follows:

FIRST. The name of this corporation is Century Aluminum Company (the “Corporation”).

SECOND. The address of the Corporation’s registered office in the State of Delaware is 2711 Centerville Road, Suite 400, in the City of Wilmington, County of New Castle, 19808. The name of its registered agent at such address is The Prentice-Hall Corporation System, Inc.

THIRD. The purpose of the Corporation is to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of Delaware.

FOURTH. (1) The total number of shares of stock which the Corporation shall have authority to issue is Two Hundred Million (200,000,000) shares divided into the following classes:

(a) One Hundred Ninety-Five Million (195,000,000) shares of Common Stock with a par value of one cent ($0.01) per share; and

(b) Five Million (5,000,000) shares of Preferred Stock with a par value of one cent ($0.01) per share.

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(2) The Board of Directors is authorized, subject to limitations prescribed by law, to provide for the issuance of Preferred Stock from time to time in one or more series with such distinctive serial designations, rights, preferences, and limitations of the shares of each such series as the Board of Directors shall establish, by adopting a resolution and by filing a certificate of designations pursuant to the General Corporation Law of the State of

Delaware. The authority of the Board of Directors with respect to each series shall, to the extent allowed by such law, include the authority to establish and fix the following:

(a) The number of shares initially constituting the series and the distinctive designation of that series;

(b) The extent, if any, to which the shares of that series shall have voting rights, whether none, full, fractional or otherwise limited;

(c) Whether the shares of that series shall be entitled to receive dividends (which may be cumulative or noncumulative) and, if so, the rate or rates, the conditions, and the times payable and whether payable in preference to, or in some other relation to, the dividends payable on any other class or classes or any other series of the same or any other class or classes of stock of the Corporation;

(d) The rights of the shares of that series in the event of voluntary or involuntary liquidation, dissolution or winding up of the Corporation, or upon any distribution of its assets;

(e) Whether the shares of that series shall have conversion privileges and, if so, the terms and conditions of such conversion privileges, including provision, if any, for adjustment of the conversion rate and for payment of additional amounts by holders of Preferred Stock of that series upon exercise of such conversion privileges;

(f) Whether or not the shares of that series shall be redeemable, and, if so, the price at and the terms and conditions upon which such shares shall be redeemable, and whether that series shall have a sinking fund for the redemption or purchase of shares of that series, and, if so, the terms and amount of such sinking fund; and

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(g) Such other preferences and relative, participating, optional or other special rights, and qualifications, limitations or restrictions thereof. Notwithstanding the fixing of the number of shares constituting a particular series upon the issuance thereof, the Board of Directors may at any time thereafter authorize the issuance of additional shares of the same series or may reduce the number of shares constituting such series (but not below the number of shares thereof then outstanding).

An existing Certificate of Designation designating a series of preferred stock is annexed hereto.

FIFTH. 1) The business and affairs of the Corporation shall be managed under the direction of the Board of Directors consisting of not less than three (3) nor more than eleven (11) directors. The exact number of directors within the minimum and maximum limitations specified in the preceding sentence shall be fixed and determined from time to time by resolution adopted by the vote of a majority of the total number of directors.

(2) The Board of Directors shall be divided into three classes: Class I, Class II and Class III, which shall be as nearly equal in number as possible. Each director shall serve for a term ending on the date of the third annual meeting of stockholders following the annual meeting at which such director was elected; provided , however , that each initial director in Class I shall hold office until the annual meeting of stockholders in 1997; each initial director in Class II shall hold office until the annual meeting of stockholders in 1998; and each initial director in Class III shall hold office until the annual meeting of stockholders in 1999.

(3) In the event of any increase or decrease in the authorized number of directors, (a) each director than serving as such shall nevertheless continue as a director of the class of which he is a member until the expiration of his current term, or his earlier resignation, retirement, removal from office, disqualification or death, and (b) the newly created or eliminated directorships resulting from such increase or decrease shall be apportioned by the Board of Directors among the three classes of directors so as to maintain such classes as nearly equal as possible.

(4) Notwithstanding any of the foregoing provisions of this Article FIFTH, each director shall serve until his successor is elected and qualified or until his earlier resignation, retirement, removal from office, disqualification or death.

(5) Should a vacancy occur or be created, whether arising through resignation, retirement, removal from office, disqualification or death or through an increase in the number of directors, such vacancy shall be filled by the affirmative vote of at least a majority of the directors remaining in office, though they constitute less than a quorum of the Board of Directors and directors so chosen shall hold office for a term expiring at the annual meeting of stockholders at which the term of the class to which they have been elected expires.

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(6) Any director or the entire Board of Directors may be removed from office at any time, but only for cause and only by the affirmative vote of the holders of at least 66-2/3% of the outstanding shares of capital stock of the Corporation entitled to vote generally in the election of directors.

(7) Notwithstanding any other provision of this Restated Certificate of Incorporation or any other provision of law which might otherwise permit a lesser vote or no vote, but in addition to any affirmative vote of the holders of any particular class or series of the capital stock of the Corporation required by law, this Restated Certificate of Incorporation or any designation of Preferred Stock, the affirmative vote of the holders of at least 66-2/3% of the combined voting power of the Corporation’s outstanding voting securities, voting together as a single class, shall be required to alter, amend or repeal this Article FIFTH.

SIXTH. In furtherance and not in limitation of the powers conferred by law, the Board of Directors is expressly authorized to make, alter, amend and repeal the By-laws of the Corporation, subject to the power of the holders of the capital stock of the Corporation to alter, amend or repeal the By-laws; provided , however , that with respect to the power of the holders of the capital stock of the Corporation to alter, amend or repeal the By-laws of the Corporation, notwithstanding any other provision of this Restated Certificate of Incorporation or any provision of law which might otherwise permit a lesser vote or no vote, but in addition to any affirmative vote of the holders of any particular class or series of the capital stock of the Corporation required by law, this Restated Certificate of Corporation or any designation of Preferred Stock, the affirmative vote of the holders of at least 66-2/3% of the combined voting power of the Corporation’s outstanding voting securities, voting together as a single class, shall be required to (i) alter, amend or repeal any provision of the By-laws, or (ii) alter, amend or repeal any provision of this Article SIXTH.

SEVENTH. Subject to the rights of the holders of any series of Preferred Stock with respect to such series of Preferred Stock, (A) any action required or permitted to be taken by the stockholders of the Corporation must be effected at an annual or special meeting of stockholders of the Corporation and may not be effected by any consent in writing by such stockholders and (B) special meetings of stockholders of the Corporation may be called only by the Board of Directors of the Corporation or the Executive Committee of the Board of Directors. The stockholders of the Corporation may not call a special meeting of stockholders of the Corporation or require the Board of Directors or Executive Committee of the Board of Directors to call a special meeting of the stockholders of the Corporation. The Board of Directors or the Executive Committee of the Board of Directors may call a special meeting of stockholders of the Corporation only by giving written notice to the stockholders of the Corporation. Such notice must specify the purpose or purposes for which the meeting is called. The stockholders of the Corporation may not submit any matters or proposals for consideration at any special meeting. Notwithstanding any other provision of this Restated Certificate of Incorporation or any provision of law which might otherwise permit a lesser vote or no vote, but in addition to any affirmative vote of the holders of any particular class or series of the capital stock of the Corporation required by law, this Restated Certificate of Incorporation or any designation of Preferred Stock, the affirmative vote of the holders of at least 66-2/3% of the combined voting power of the Corporation’s outstanding voting securities, voting together as a single class, shall be required to alter, amend or repeal this Article SEVENTH.

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(1)

EIGHTH. Notwithstanding any other provisions of this Restated Certificate of Incorporation, the vote of stockholders of the Corporation required to approve any Business Combination (as hereinafter defined) shall be as set forth in this Article EIGHTH.

(1) In addition to any affirmative vote required by law or by this Restated Certificate of Incorporation, and except as otherwise expressly provided in clause (3) of this Article EIGHTH:

(a) any merger or consolidation of the Corporation or any Subsidiary with or into (i) any Interested Stockholder or (ii) any other entity (whether or not itself an Interested Stockholder) that is, or after such merger or consolidation would be, an Affiliate or Associate of an Interested Stockholder; or

(b) any sale, lease, exchange, mortgage, pledge, transfer or other disposition (in one transaction or a series of transactions) to, by or with any Interested Stockholder of any assets of or to the Corporation or any Subsidiary having an aggregate fair market value of $1,000,000 or more; or

(c) the issuance or transfer by the Corporation or any Subsidiary (in one transaction or a series of transactions) of any securities of the Corporation or any Subsidiary to any Interested Stockholder in exchange for cash, securities or other property (or a combination thereof); or

(d) the adoption of any plan or proposal for the liquidation or dissolution of the Corporation proposed by or on behalf of any Interested Stockholder or any Affiliate or Associate of any Interested Stockholder; or

(e) any reclassification of securities (including any reverse stock split), or recapitalization or reorganization of the Corporation, or any merger or consolidation of the Corporation with any of its Subsidiaries, or any other transaction (whether or not with or into or otherwise involving any Interested Stockholder), that in any such case has the effect, directly or indirectly, of increasing the proportionate share of the outstanding shares of any class or series of stock or securities convertible into stock of the Corporation or any Subsidiary that is directly or indirectly beneficially owned by any Interested Stockholder or any Affiliate or Associate of any Interested Stockholder; or

(f) any agreement, contract or other arrangement providing directly or indirectly for any of the foregoing;

shall not be consummated without the affirmative vote of the holders of at least 66-2/3% of the combined voting power of the Corporation’s voting securities (“Voting Stock”) then outstanding voting together as a single class. Such affirmative vote shall be required notwithstanding the fact that no vote may be required, or that a lesser percentage may be specified, by law or in any agreement with any national securities exchange or otherwise.

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(2) The term “Business Combination” as used in this Article EIGHTH shall mean any transaction that is referred to in any one or more of paragraphs (a) through (f) of clause (1) of this Article EIGHTH.

(3) The provisions of clause (1) of this Article EIGHTH shall not be applicable to any particular Business Combination, and such Business Combination shall require only such affirmative vote as is required by law and any other provision of this Restated Certificate of Incorporation, if all the conditions specified in either of the following paragraphs (a) or (b) are met:

(a) such Business Combination shall have been approved by a majority of the Disinterested Directors; or

(b) all of the six conditions specified in the following clauses (i) through (vi) shall have been met:

(i) the transaction constituting the Business Combination shall provide for a consideration to be received by holders of Common Stock in exchange for all their shares of Common Stock, and the aggregate amount of the cash and the Fair Market Value as of the date of the consummation of the Business Combination of any consideration other than cash to be received per share by holders of Common Stock in such Business Combination shall be at least equal to the higher of the following:

(A) (if applicable) the highest per share price (including any brokerage commissions, transfer taxes and soliciting dealers’ fees) paid in order to acqui re any shares of Common Stock beneficially owned by the Interested Stockholder that were acquired (I) within the two-year period immediately prior to the Announcement Date or (II) in the transaction in which it became an Interested Stockholder, whichever is higher; and

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(B) the Fair Market Value per share of Common Stock on the Announcement Date or on the Determination Date, whichever is higher, multiplied by the ratio of (I) the highest per share price (including brokerage commissions, transfer taxes and soliciting dealers’ fees) paid in order to acquire any share of Common Stock already beneficially owned by the Interested Stockholder to (II) the Fair Market Value per share of Common Stock immediately prior to the time when such Interested Stockholder first became a beneficial owner of any shares of Common Stock; provided , however , that, as used in the foregoing calculations, all prices per share shall be adjusted to reflect any subsequent stock splits, stock dividends or other similar corporate actions;

(ii) the transaction constituting the Business Combination shall provide for a consideration to be received by holders of any class or series of outstanding Voting Stock other than Common Stock in exchange for all their shares of such Voting Stock, and the aggregate amount of the cash and the Fair Market Value as of the date of the consummation of the Business Combination of any consideration other than cash to be received per share by holders of shares of such Voting Stock in such Business Combination shall be at least equal to the highest of the following (it being intended that the requirements of this paragraph (b)(ii) shall be required to be met with respect to every class and series of such outstanding Voting Stock, whether or not the Interested Stockholder beneficially owns any shares of a particular class or series of Voting Stock):

(A) (if applicable) the highest per share price (including any brokerage commissions, transfer taxes and soliciting dealers’ fees) paid in order to acquire any share of such class or series of Voting Stock beneficially owned by the Interested Stockholder that were acquired (I) within the two-year period immediately prior to the Announcement Date or (II) in the transaction in which it became an Interested Stockholder, whichever is higher;

(B) (if applicable) the highest preferential amount per share to which the holders of shares of such class or series of Voting Stock are entitled in the event of any voluntary or involuntary liquidation, dissolution or winding up of the Corporation regardless of whether the Business Combination to be consummated constitutes such an event; and

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(C) the Fair Market Value per share of such class or series of Voting Stock on the Announcement Date or on the Determination Date, whichever is higher, multiplied by the ratio of (I) the highest per share price (including brokerage commissions, transfer taxes and soliciting dealers’ fees) paid in order to acquire any share of such class or series of Voting Stock already beneficially owned by the Interested Stockholder to (II) the Fair Market Value per share of such class or series of Voting Stock immediately prior to the time when such Interested Stockholder first became a beneficial owner of any shares of such class or series of Voting Stock; provided , however , that, as used in the foregoing calculations, all prices per share shall be adjusted to reflect any subsequent stock splits, stock dividends or other similar corporate actions;

(iii) the consideration to be received by holders of a particular class or series of outstanding Voting Stock (including Common Stock) shall be in cash or in the same form as was previously paid in order to acquire shares of such class or series of Voting Stock that are beneficially owned by the Interested Stockholder, and if the Interested Stockholder beneficially owns shares of any class or series of Voting Stock that were acquired with varying forms of consideration, the form of consideration to be received by holders of such class or series of Voting Stock shall be either cash or the form used to acquire the largest number of shares of such class or series of Voting Stock beneficially owned by it;

(iv) after such Interested Stockholder has become an Interested Stockholder and prior to the consummation of such Business Combination:

(A) the Interested Stockholder shall have taken steps to ensure that the Board of Directors has included at all times representation by Disinterested Director(s) proportionate to the ratio that the shares of Voting Stock which from time to time are owned by holders of Voting Stock who are not Interested Stockholders bear to all shares of Voting Stock outstanding at such respective times (with a Disinterested Director to occupy any resulting fractional Board position);

(B) within the two years prior to the Announcement Date except as approved by a majority of the Disinterested Directors, there shall have been no failure to declare and pay at the regular dates therefor the full amount of any dividends (whether or not cumulative) payable on the outstanding Preferred Stock or class or series of stock having a preference over the Common Stock as to dividends or upon liquidation;

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(C) within the two years prior to the Announcement Date there shall have been (I) no reduction in the annual rate of dividends paid on the Common Stock (except as necessary to reflect any subdivision of the Common Stock), except as approved by a majority of the Disinterested Directors, and (II) an increase in such annual rate of dividends (as necessary to prevent any such reduction) in the event of any reclassification (including any reverse stock split), recapitalization, reorganization or any similar transaction that has the effect of reducing the number of outstanding shares of the Common Stock, unless the failure so to increase such annual rate is approved by a majority of the Disinterested Directors; and

(D) such Interested Stockholder shall not have become the beneficial owner of any additional shares of Voting Stock or securities convertible into or exchangeable for Voting Stock, except as part of the transaction that resulted in such Interested Stockholder becoming an Interested Stockholder;

(v) after such Interested Stockholder has become an Interested Stockholder, such Interested Stockholder shall not have (A) received the benefit, directly or indirectly (except proportionately as a stockholder and except in the ordinary course of business or as part of a supplier/customer relationship), of any loans, advances, guarantees, pledges or other financial assistance or any tax credits or other tax advantages provided by the Corporation, whether in anticipation of or in connection with such Business Combination or otherwise, (B) made any major change in the Corporation’s business or equity capital structure without the unanimous approval of the Disinterested Directors, or (C) used any asset of the Corporation as collateral, or compensating balances, directly or indirectly, for any obligation of such Interested Stockholder; and

(vi) a proxy or information statement describing the proposed Business Combination and complying with the requirements of the Securities Exchange Act of 1934 and the rules and regulations thereunder (or any subsequent provisions replacing such Act, rules or regulations) shall be mailed to public stockholders of the Corporation at least 30 days prior to the consummation of such Business Combination (whether or not such proxy or information statement is required to be mailed pursuant to such Act or subsequent provisions). Such proxy statement shall contain:

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(A) at the front thereof, in a prominent place, any recommendations as to the advisability (or inadvisability) of the Business Combination which the Disinterested Directors, or any of them, may have furnished in writing; and

(B) if deemed advisable by a majority of the Disinterested Directors, an opinion of a reputable investment banking or appraisal firm as to the fairness (or lack of fairness) of the terms of such Business Combination, from the point of view of holders of shares of Voting Stock who are not Interested Shareholders (such investment banking or appraisal firm to be selected by a majority of the Disinterested Directors, to be a firm which has not previously been associated with or rendered services to or acted as manager of an underwriting or as agent for an Interested Stockholder, to be furnished with all information it reasonably requests and to be paid a reasonable fee for its services upon receipt by the Corporation of such opinion).

(4) For purposes of this Article EIGHTH:

(a) A “person” shall mean any individual, firm, corporation, partnership, trust or other entity.

(b) “Interested Stockholder” shall mean any person (other than the Corporation or any Subsidiary; and other than any profit sharing, employee stock ownership, or any other employee benefit plan of the Corporation or any Subsidiary, or any trustee of or fiduciary with respect to any such plan when acting in such capacity) who or that:

(i) is the beneficial owner, directly or indirectly, of 10% or more of the combined voting power of the then outstanding Voting Stock; or

(ii) is an Affiliate of the Corporation and at any time within the two-year period immediately prior to the date in question was the beneficial owner, directly or indirectly, of 10% or more of the combined voting power of the then outstanding Voting Stock; or

(iii) is an assignee of or has otherwise succeeded to the beneficial ownership of any shares of Voting Stock that were at any time within the two-year period immediately prior to the date in question beneficially owned by an Interested Stockholder, if such assignment or succession shall have occurred in the course of a transaction or series of transactions not involving a public offering within the meaning of the Securities Act of 1933.

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(i) that such person or any of its Affiliates or Associates beneficially owns, directly or indirectly; or

(ii) that such person or any of its Affiliates or Associates has (A) the right to acquire (whether such right is exercisable immediately or only after the passage of time), pursuant to any agreement, arrangement or understanding or upon the exercise of conversion rights, exchange rights, warrants or options, or otherwise, or (B) the right to vote or to direct the vote pursuant to any agreement, arrangement or understanding; or

(iii) that is beneficially owned, directly or indirectly, by any other person with which such person or any of its Affiliates or Associates has any agreement, arrangement or understanding for the purposes of acquiring, holding, voting or disposing of any shares of Voting Stock.

(d) For the purposes of determining whether a person is an Interested Stockholder pursuant to paragraph (b) of this clause (4), the number of shares of Voting Stock deemed to be outstanding shall include all shares deemed owned by such person through application of paragraph (c) of this clause (4) but shall not include any other shares of Voting Stock that may be issuable to other persons upon exercise of conversion rights, exchange rights, warrants or options, or otherwise.

(e) “Affiliate” and “Associate” shall have the respective meanings ascribed to such terms in Rule 12b-2 of the General Rules and Regulations under the Securities Exchange Act of 1934, as in effect on the date hereof.

(f) “Subsidiary” shall mean any corporation a majority of whose outstanding stock having ordinary voting power in the election of directors is owned by the Corporation, by a Subsidiary or by the Corporation and one or more Subsidiaries; provided , however , that for the purposes of the definition of Interested Stockholder set forth in paragraph (b) of this clause (4), the term “Subsidiary” shall mean only a corporation of which a majority of each class of equity security is owned by the Corporation, by a Subsidiary or by the Corporation and one or more Subsidiaries.

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(g) “Disinterested Director” means any member of the Board of Directors of the Corporation who (1) is unaffiliated with, and not a nominee of, the Interested Stockholder proposing to engage in the Business Combination, and any successor of a Disinterested Director who is unaffiliated with, and not a nominee of, such Interested Stockholder and is recommended to succeed a Disinterested Director by a majority of Disinterested Directors then on the Board of Directors and (2) is not an employee of the Corporation.

(h) “Fair Market Value” means: (1) in the case of stock, the highest closing sale price during the 30-day period immediately preceding the date in question of a share of such stock on the New York Stock Exchange Composite Tape, or, if such stock is not quoted on the Composite Tape, on the New York Stock Exchange, or, if such stock is not listed on such Exchange, on the principal United States national securities exchange registered under the Securities Exchange Act of 1934 on which such stock is listed, or, if such stock is not listed on any such exchange, the highest closing sale price or bid quotation with respect to a share of such stock during the 30-day period immediately preceding the date in question on the National Association of Securities Dealers, Inc. Automated Quotations System or any system then in use, or, if no such prices or quotations are available, the fair market value on the date in question of a share of such stock as determined by a majority of the Disinterested Directors in good faith; and (2) in the case of property other than cash or stock, the fair market value of such property on the date in question as determined by a majority of the Disinterested Directors in good faith.

(i) “Announcement Date” means the date of first public announcement of the proposal of the Business Combination.

(j) “Determination Date” means the date on which the Interested Stockholder became an Interested Stockholder.

(5) A majority of the Disinterested Directors of the Corporation shall have the power and duty to determine, on the basis of information known to them after reasonable inquiry, all facts necessary to determine compliance with this Article EIGHTH, including, without limitation, (a) whether a person is an Interested Stockholder, (b) the number of shares of Voting Stock beneficially owned by any person, (c) whether a person is an Affiliate or Associate of another person, (d) whether a person has an agreement, arrangement or understanding with another as to the matters referred to in paragraphs (c)(ii) and (iii) of clause (4), (e) whether the assets subject to any Business Combination have an aggregate fair market value of $1,000,000 or more, and (f) whether the requirements of clause (3) of this Article EIGHTH have been met with respect to any Business Combination; and the good faith determination of a majority of the Disinterested Directors on such matters shall be conclusive and binding for all purposes of this Article EIGHTH.

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(6) Notwithstanding any other provision of this Restated Certificate of Incorporation or any other provision of law which might otherwise permit a lesser vote or no vote, but in addition to any affirmative vote of the holders of any particular class or series of the capital stock of the Corporation required by law, this Restated Certificate of Incorporation or any designation of Preferred Stock, the affirmative vote of the holders of at least 66-2/3% of the combined voting power of the Corporation’s outstanding voting securities, voting together as a single class, shall be required to alter, amend or repeal this Article EIGHTH.

NINTH. A director of the Corporation shall not be personally liable to the Corporation or its stockholders for monetary damages for breach of fiduciary duty as a director, except for liability (i) for any breach of the director’s duty of loyalty to the Corporation or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) under Section 174 of the General Corporation Law of the State of Delaware, as the same exists or hereafter may be amended, or (iv) for any transaction from which the director derived an improper personal benefit. If the General Corporation Law of the State of Delaware hereafter is amended to authorize the further elimination or limitation of the liability of directors, then the liability of a director of the Corporation, in addition to the limitations on personal liability provided herein, shall be limited to the fullest extent permitted by the amended General Corporation Law of the State of Delaware. Any repeal or modification of this paragraph by the stockholders of the Corporation shall be prospective only, and shall not adversely affect any limitation on the personal liability of a director of the Corporation existing at the time of such repeal or modification.

TENTH. The Corporation shall, to the fullest extent permitted by Section 145 of the General Corporation Law of the State of Delaware, as the same may be amended and supplemented, indemnify any and all persons whom it shall have power to indemnify under said section from and against any and all of the expenses, liabilities or other matters referred to in or covered by said section, and the indemnification provided for herein shall not be deemed exclusive of any other rights to which those indemnified may be entitled under any By-law, agreement, vote of stockholders or disinterested directors or otherwise, both as to action in his official capacity and as to action in another capacity while holding such office, and shall continue as to a person who has ceased to be a director, officer, employee or agent and shall inure to the benefit of the heirs, executors and administrators of such a person.

IN WITNESS WHEREOF, the undersigned has caused this Restated Certificate of Incorporation to be signed this 27th day of May, 2009.

IN WITNESS WHEREOF , said corporation has caused this Certificate of Correction this 5 th day of June, 2009.

CENTURY ALUMINUM COMPANY
By:	/s/ William J. Leatherberry
	Name: William J. Leatherberry
	Title: Senior Vice President,
	General Counsel, and Assistant Secretary

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Annex to Restated Certificate of Incorporation

of Century Aluminum Company

CERTIFICATE OF DESIGNATION, PREFERENCES AND RIGHTS OF

8% CUMULATIVE CONVERTIBLE PREFERRED STOCK OF

CENTURY ALUMINUM COMPANY

SECTION 1. Designation, Amount and Par Value . The series of Preferred Stock shall be designated as the 8% Cumulative Convertible Preferred Stock (the “Preferred Stock”), and the number of shares so designated shall be 500,000. The par value of each share of Preferred Stock shall be $0.01. Each share of Preferred Stock shall have a stated value of $50.00 per share (the “Stated Value”).

SECTION 2. Dividends .

(a) Holders of Preferred Stock shall be entitled to receive and the Company shall pay, when, as and if declared by the Board of Directors out of funds legally available therefor, cumulative cash dividends at the rate per share (as a percentage of the Stated Value per share) equal to 8% per annum, payable quarterly in arrears on each March 31, June 30, September 30 and December 31 (each, a “Dividend Payment Date”) and on the Conversion Date (as hereinafter defined). Dividends on the Preferred Stock shall accrue daily commencing on the Original Issue Date (as defined in Section 7) and shall be deemed to accrue whether or not earned or declared and whether or not there are profits, surplus or other funds of the Company legally available for the payment of dividends. The person that is shown on the Company’s records as the holder of the Preferred Stock on an applicable record date (the “Holder”) for any dividend payment will be entitled to receive such dividend payment and any other accrued and unpaid dividends which accrued prior to such Dividend Payment Date, without regard to any sale or disposition of such Preferred Stock subsequent to the applicable record date but prior to the applicable Dividend Payment Date. Except as otherwise provided herein, if at any time the Company pays less than the total amount of dividends then accrued on the Preferred Stock, such payment shall be distributed ratably among the Holders of the Preferred Stock based upon the number of shares held by each Holder.

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(b) So long as any Preferred Stock shall remain outstanding, unless all accrued dividends payable on the Preferred Stock for all prior Dividend Payment Dates shall have been paid, neither the Company nor any subsidiary thereof shall redeem, purchase or otherwise acquire, directly or indirectly, any Common Stock (as defined in Section 5) or any shares of any other capital stock of the Company, ranking junior to the Preferred Stock in respect of dividends or liquidation preference, except the repurchase of shares of capital stock of the Company held by officers, directors or employees or former officers, directors or employees (or their estates or beneficiaries), upon death, disability, retirement, severance or termination of employment, or in order to satisfy tax withholding obligations of such persons upon the exercise of options or the vesting of performance shares or pursuant to any agreement under which such shares were issued, nor shall the Company directly or indirectly pay or declare any cash dividend or make any cash distribution (other than a dividend or distribution described in Section 5) upon, nor shall any cash distribution be made in respect of, any Common Stock or any other capital stock of the Company ranking junior to the Preferred Stock in respect of dividends or liquidation preference, nor shall any monies be set aside for or applied to the purchase or redemption (through a sinking fund or otherwise) of any Common Stock or any shares of any other capital stock of the Company, ranking junior to the Preferred Stock in respect of dividends or liquidation preference, except as described above.

SECTION 3. Voting Rights . Except as otherwise provided herein and as otherwise provided by law, the Preferred Stock shall have no voting rights. So long as any shares of Preferred Stock are outstanding, the Company shall not, without the affirmative vote of the Holders of a majority of the shares of Preferred Stock then outstanding, (i) alter or change adversely the powers, preferences or rights given to the Preferred Stock, through an amendment to the Company’s Certificate of Incorporation or otherwise, (ii) authorize or create any class of stock ranking as to dividends or distribution of assets upon a Liquidation (as defined below) senior to, prior to or pari passu with the Preferred Stock, or (iii) reorganize or reclassify the capital stock of the Company or merge or consolidate with or into any other company or entity.

SECTION 4. Liquidation . Upon any liquidation, dissolution or winding-up of the Company, whether voluntary or involuntary (a “Liquidation”), the Holders of shares of Preferred Stock shall be entitled to receive out of the assets of the Company, whether such assets are capital or surplus, for each share of Preferred Stock an amount equal to the Stated Value, plus an amount equal to the then accrued but unpaid dividends per share, whether declared or not, but without interest (“Liquidation Preference”), before any distribution or payment shall be made to the holders of Common Stock or any other capital stock of the Company junior in respect of distribution of assets, and if the assets of the Company shall be insufficient to pay in full such amounts, then the entire assets to be distributed shall be distributed among the Holders of Preferred Stock ratably in accordance with the respective amounts that would be payable on such shares if all amounts payable thereon were paid in full. A sale, conveyance or disposition of all or substantially all of the assets of the Company, other than to a domestic subsidiary of the Company, shall be deemed a Liquidation; however, a consolidation or merger of the Company with or into any other company or companies shall not be treated as a Liquidation, but instead shall be subject to the provisions of Section 5. The Company shall mail written notice of any such Liquidation, not less than 30 days prior to the payment date stated therein, to each record Holder of Preferred Stock.

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SECTION 5. Conversion .

(a) Right to Convert . Each Holder of the Preferred Stock shall have the right at any time and from time to time, at the option of such Holder, to convert any or all Preferred Stock held by such Holder, into such number of fully paid, validly issued and nonassessable shares of common stock, par value $0.01 per share, of the Company (“Common Stock”), free and clear of any liens, claims or encumbrances created by the Company, as is determined by dividing (i) the Liquidation Preference times the number of shares of Preferred Stock being converted (“Conversion Amount”), by (ii) the applicable Conversion Price (determined as hereinafter provided) in effect on the Conversion Date. immediately following such conversion, the rights of the Holders of converted Preferred Stock shall cease and the persons entitled to receive the Common Stock upon the conversion of Preferred Stock shall be treated for all purposes as then having become the owners of such Common Stock. The right to convert any shares of Preferred Stock called for redemption under Section 6 shall continue until and shall expire at 4:30 New York time on the last business day prior to the redemption date. Any conversion of Preferred Stock by any Holder shall be of a minimum number of 1,000 shares of Preferred Stock, except in the event that any Holder holds less than 1,000 shares of Preferred Stock, in which case, all such shares held by such Holder may be converted.

(b) Mechanics of Conversion . To convert Preferred Stock into Common Stock, the Holder shall give written notice (“Conversion Notice”) to the Company (which Conversion Notice may be given by facsimile transmission no later than the Conversion Date) stating that such Holder elects to convert the same and shall state therein the number of shares of Preferred Stock to be converted and the name or names in which such holder wishes the certificate or certificates for Common Stock to be issued (the conversion date specified in such Conversion Notice shall be referred to herein as the “Conversion Date”). As soon as possible after delivery of the Conversion Notice, such Holder shall surrender the certificate or certificates representing the Preferred Stock being converted, duly endorsed, at the office of the Company or, if identified in writing to all the Holders by the Company, at the offices of any transfer agent for the Preferred Stock. The Company shall, upon receipt of such Conversion Notice, issue and deliver to or upon the order of such Holder, against delivery of the certificates representing the Preferred Stock which have been converted, a certificate or certificates for the number of shares of Common Stock to which such Holder shall be entitled (with the number of and denomination of such certificates designated by such Holder), and the Company shall immediately issue and deliver to such Holder a certificate or certificates for the number of shares of Preferred Stock (including any fractional shares) which such Holder has not yet elected to convert hereunder but which are evidenced in part by the certificate(s) delivered to the Company in connection with such Conversion Notice. The Company shall not be obligated to issue certificates evidencing the shares of Common Stock issuable upon such conversion unless certificates evidencing such shares of the Preferred Stock being converted are either delivered to the Company or its transfer agent or the Holder notifies the Company or any such transfer agent that such certificates have been lost, stolen or destroyed and executes an agreement reasonably satisfactory to the Company to indemnify the Company from any loss incurred by it in connection therewith.

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In lieu of delivering physical certificates representing the Common Stock issuable upon conversion of Preferred Stock, provided the Company’s transfer agent is participating in the Depository Trust Company (“DTC”) Fast Automated Securities Transfer program, upon request of the Holder, the Company shall use its best efforts to cause its transfer agent to electronically transmit the Common Stock issuable upon conversion to the Holder, by crediting the account of the Holder’s prime broker with DTC through its Deposit Withdrawal Agent Commission (“DWAC”) system. The parties agree to coordinate with DTC to accomplish this objective. The conversion pursuant to this Section 5 shall be deemed to have been made immediately prior to the close of business on the Conversion Date. The person or persons entitled to receive the Common Stock issuable upon such conversion shall be treated for all purposes as the record holder or holders of such Common Stock at the close of business on the Conversion Date. The Company’s obligation to issue Common Stock upon conversion of Preferred Stock shall, except with respect to the Holder’s compliance with the notice and delivery requirements set forth above in this Section 5(b), be absolute, is independent of any covenant of the Holder of Preferred Stock, and shall not be subject to: (i) any offset or defense, or (ii) any claims against the Holders of Preferred Stock whether pursuant to this Certificate of Designation, the Purchase Agreement (as defined in Section 7) or otherwise. In the event that the Company disputes the Holder’s computation of the number of shares of Common Stock to be received, then the Company shall deliver to the Holder the number of shares of Common Stock not in dispute and shall seek to mutually agree with the Holder in good faith on the correct number of shares to be received.

(c) Determination of Conversion Price . The Conversion Price applicable with respect to the Preferred Stock (the “Conversion Price”), subject to the adjustments set forth below, shall be $17.92 per share.

(d) Stock Splits; Dividends; Adjustments .

(i) If the Company, at any time while the Preferred Stock is outstanding shall, (A) pay a stock dividend or otherwise make a distribution or distributions on any equity securities (including instruments or securities convertible into or exchangeable for such equity securities) in shares of Common Stock, (B) subdivide outstanding Common Stock into a larger number of shares, or (C) combine outstanding Common Stock into a smaller number of shares, then the Conversion Price shall be multiplied by a fraction, the numerator of which shall be the number of shares of Common Stock outstanding immediately before such event and the denominator of which shall be the number of shares of Common Stock outstanding immediately after such event. Any adjustment made pursuant to this Section 5(d)(i) shall become effective immediately after the record date for the determination of stockholders entitled to receive such dividend or distribution and shall become effective immediately after the effective date in the case of a subdivision or combination.

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(ii) In the event that the Company issues or sells any Common Stock or securities which are convertible into or exchangeable for its Common Stock (other than the Preferred Stock), or any warrants or other rights to subscribe for or to purchase or any options for the purchase of its Common Stock (“Convertible Securities”) (other than shares or options issued or which may be issued pursuant to (A) the Company’s current or future employee or director stock incentive or option plans or shares issued upon exercise of options, warrants or rights or upon the vesting of performance shares outstanding on the date of the Purchase Agreement and listed in the Company’s most recent periodic report filed under the Securities Exchange Act of 1934, as amended, (B) arrangements with the Holders of Preferred Stock, or (C) upon the conversion of the Preferred Stock) (“Exempted Issuances”) at an effective purchase price per share which is less than the Per Share Market Value (as defined in Section 7) of the Common Stock on the Trading Day next preceding such issue or sale or, in the case of issuances to holders of its Common Stock, the record date fixed for the determination of stockholders entitled to receive Common Stock or Convertible Securities (the “Fair Market Price”), the Conversion Price in effect immediately prior to such issue or sale or record date, as applicable, shall be reduced effective concurrently with such issue or sale to an amount determined by multiplying the Conversion Price then in effect by a fraction, (1) the numerator of which shall be the sum of (x) the number of shares of Common Stock outstanding immediately prior to such issue or sale and (y) the number of shares of Common Stock which the aggregate consideration received by the Company for such additional shares would purchase at the Fair Market Price, and (2) the denominator of which shall be the number of shares of Common Stock and Convertible Securities of the Company outstanding immediately after such issue or sale. For the purposes of the foregoing adjustment, shares of Common Stock owned by or held on account of the Company or any subsidiary shall not be deemed outstanding for the purpose of any such computation. In addition, for the purposes of the foregoing adjustment, in the case of the issuance of any Convertible Securities, the maximum number of shares of Common Stock issuable upon exercise, exchange or conversion of such Convertible Securities shall be deemed to be outstanding, and the aggregate consideration received by the Company for the issuance or sale of such Convertible Securities shall be deemed to include any consideration that would be received by the Company in connection with the exercise, exchange or conversion of such Convertible Securities, provided that no further adjustment shall be made upon the actual issuance of Common Stock upon exercise, exchange or conversion of such Convertible Securities. However, upon the expiration of any right or warrant to purchase Common Stock the issuance of which resulted in an adjustment in the Conversion Price designated in Section 5(c) pursuant to this Section 5(d)(ii), if any such right or warrant shall expire and shall not have been exercised, the Conversion Price designated in Section 5(c) shall immediately upon such expiration be recomputed and effective immediately upon such expiration be increased to the price which it would have been (but reflecting any other adjustments in the Conversion Price made pursuant to the provisions of this Section 5 after the issuance of such rights or warrants) had the adjustment of the Conversion Price made upon the issuance of such rights or warrants been made on the basis of offering for subscription or purchase only that number of shares of Common Stock actually purchased upon the exercise of such rights or warrants actually exercised.

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(iii) If the Company, at any time while the Preferred Stock is outstanding, shall distribute to all holders of Common Stock evidence of its indebtedness or assets or cash (other than ordinary cash dividends) or rights or warrants to subscribe for or purchase any security of the Company or any of its subsidiaries (excluding those referred to in Sections 5(d)(i) or 5(d)(ii) above), then concurrently with such distributions to holders of Common Stock, the Company shall distribute to Holders of the Preferred Stock, the amount of such indebtedness, assets, cash or rights or warrants which the Holders of Preferred Stock would have received had they converted all their Preferred Stock into Common Stock immediately prior to the record date for such distribution.

(iv) All calculations under this Section 5 shall be made to the nearest cent or the nearest 1/100th of a share, as the case may be.

(v) Whenever the Conversion Price is adjusted pursuant to this Section 5(d), the Company shall promptly mail to each Holder of Preferred Stock a notice setting forth the Conversion Price after such adjustment and setting forth a brief statement of the facts requiring such adjustment.

(vi) No adjustment in the Conversion Price shall reduce the Conversion Price below the then par value of the Common Stock.

(vii) The Company from time to time may reduce the Conversion Price by any amount for any period of time if the period is at least 20 Trading Days and if the reduction is irrevocable during the period. Whenever the Conversion Price is reduced, the Company shall mail to the Holders of Preferred Stock a notice of the reduction. The Company shall mail, first class, postage prepaid, the notice at least 15 days before the date the reduced Conversion Price takes effect. The notice shall state the reduced Conversion Price and the period it will be in effect. A reduction of the Conversion Price does not change or adjust the Conversion Price otherwise in effect for purposes of Section 5(d)(i), (ii), or (iii).

(viii) If:

A. In the event of any taking by the Company of a record date of the holders of any class of securities for the purpose of determining the holders thereof who are entitled to receive any dividend or other distribution, any security or right convertible into or entitling the holder thereof to receive additional shares of Common Stock, or any right to subscribe for, purchase or otherwise acquire any shares of stock of any class or any other securities or property, or to receive any other right; or

B. The Company shall declare a special nonrecurring cash dividend on or a redemption of its Common Stock; or

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C. The approval of any stockholders of the Company shall be required in connection with any reclassification of the Common Stock of the Company (other than a subdivision or combination of the outstanding shares of Common Stock), any consolidation or merger to which the Company is a party, any sale or transfer of all or substantially all of the assets of the Company, or any compulsory share exchange whereby the Common Stock is converted into other securities, cash or property; or

D. The Company shall authorize the voluntary or involuntary dissolution, liquidation or winding-up of the affairs of the Company;

then the Company shall cause to be filed at each office or agency maintained for the purpose of conversion of Preferred Stock, and shall cause to be mailed to the Holders of Preferred Stock at their last addresses as they shall appear upon the stock books of the Company, at least 15 calendar days prior to the applicable record or effective date hereinafter specified, a notice stating (x) the date on which a record is to be taken for the purpose of such dividend, distribution, redemption, rights or warrants, or if a record is not to be taken, the date as of which the holders of Common Stock of record to be entitled to such dividend, distributions, redemption, rights or warrants are to be determined, or (y) the date on which such reclassification, consolidation, merger, sale, transfer, share exchange, dissolution, liquidation or winding-up is expected to become effective, and the date as of which it is expected that holders of Common Stock of record shall be entitled to exchange their shares of Common Stock for securities or other property deliverable upon such reclassification, consolidation, merger, sale, transfer, share exchange, dissolution, liquidation or winding-up; provided, however, that the failure to mail such notice or any defect therein or in the mailing thereof shall not affect the validity of the corporate action required to be specified in such notice.

(e) Reorganization, Merger or Going Private . In case of any reorganization or reclassification of the capital stock of the Company, any consolidation or merger of the Company with or into another person, any compulsory share exchange pursuant to which the Common Stock is converted into other securities, cash or property or a “going private” transaction under Rule 13e-3 promulgated pursuant to the Exchange Act, the Holders of the Preferred Stock then outstanding shall be deemed to have converted their Preferred Stock into Common Stock immediately prior to such reorganization, reclassification, consolidation, merger, or share exchange and shall have the right thereafter to convert such shares only into the shares of stock and other securities and property receivable upon or deemed to be held by holders of Common Stock following such reorganization, reclassification, consolidation, merger or share exchange, and the Holders of the Preferred Stock shall be entitled upon such event to receive such amount of securities or property as the shares of the Common Stock of the Company into which such shares of Preferred Stock could have been converted immediately prior to such reorganization, reclassification, consolidation, merger or share exchange would have been entitled.

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The terms of any such reorganization, reclassification, consolidation, merger or share exchange shall include such terms so as to continue to give to the Holder of Preferred Stock the right to receive the securities or property set forth in this Section 5(e) upon any conversion following such reorganization, reclassification, consolidation, merger or share exchange. This provision shall similarly apply to successive reorganizations, reclassifications, consolidations, mergers, or share exchanges.

(f) Other Actions . The Company will not avoid or seek to avoid the observance or performance of any of the terms to be observed or performed hereunder by the Company and will at all times in good faith assist in the carrying out of all of the provisions of this Section 5 and in the taking of all action as may be necessary or appropriate in order to protect the conversion rights of the Holders of the Preferred Stock against impairment.

(g) Reservation of Shares . The Company covenants that it will at all times reserve and keep available out of its authorized and unissued Common Stock solely for the purpose of issuance upon conversion of Preferred Stock as herein provided, free from preemptive rights or any other contingent purchase rights of persons other than the Holders of Preferred Stock, such number of shares of Common Stock as shall be issuable (taking into account the adjustments of Section 5(d) hereof) upon the conversion of all outstanding shares of Preferred Stock. The Company covenants that all shares of Common Stock that shall be so issuable shall, upon issue, be duly and validly authorized, issued and fully paid and nonassessable. The Company promptly will take such corporate action as may, in the opinion of its counsel, which may be an employee of the Company, be necessary to increase its authorized but unissued shares of Common Stock to such number of shares as shall be sufficient for such purpose, including without limitation engaging in best efforts to obtain the requisite stockholder approval.

(h) Fractional Shares . Upon a conversion hereunder the Company shall not be required to issue stock certificates representing fractions of shares of Common Stock, but may if otherwise permitted by applicable law make a cash payment in respect of any final fraction of a share based on the Per Share Market Value at such time. If the Company elects not, or is unable, to make such a cash payment, the Holder of a share of Preferred Stock shall be entitled to receive, in lieu of the final fraction of a share, one whole share of Common Stock.

(i) Taxes . The issuance of certificates for shares of Common Stock on conversion of Preferred Stock shall be made without charge to the Holders thereof for any documentary, stamp or similar taxes that may be payable in respect of the issue or delivery of such certificate, provided that the Company shall not be required to pay any tax that may be payable in respect of any transfer involved in the issuance and delivery of any such certificate upon conversion in a name other than that of the Holder of such shares of Preferred Stock so converted and the Company shall not be required to issue or deliver such certificates unless or until the person or persons requesting the issuance thereof shall have paid to the Company the amount of such tax or shall have established to the satisfaction of the Company that such tax has been paid.

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(j) Status of Converted or Redeemed Shares . Shares of Preferred Stock converted into Common Stock or redeemed shall be canceled and shall have the status of authorized but unissued shares of Preferred Stock.

(k) Giving of Notice . Each Conversion Notice shall be given (i) by facsimile and by mail, postage prepaid, addressed to the attention of the Chief Financial Officer of the Company at the facsimile telephone number and address of the principal place of business of the Company, (ii) by overnight courier or (iii) by hand. Any such notice shall be deemed given and effective upon the earliest to occur of (1)(a) if such Conversion Notice is delivered via facsimile prior to 4:30 p.m. (local time in New York, NY) on any date, such date or such later date as is specified in the Conversion Notice, and (b) if such Conversion Notice is delivered via facsimile after 4:30 p.m. (local time in New York, NY) on any date, the next date or such later date as is specified in the Conversion Notice, (2) if such Conversion Notice is delivered by overnight courier, two business days after delivery to a nationally recognized overnight courier service or (3) if such Conversion Notice is delivered by hand, upon actual receipt.

SECTION 6. Redemption . The Company may, at the option of the Board of Directors, redeem all or any part of the outstanding Preferred Stock at any time after the third anniversary of the Original Issue Date, by paying for each share so redeemed the redemption prices listed below, together with an amount equal to all cumulative dividends accrued and unpaid thereon to the date fixed for redemption, provided that notice of redemption is sent by certified mail to the Holders of the Preferred Stock to be redeemed at least 40 but not more than 60 days prior to the date of redemption specified in such notice, addressed to each such Holder at his/her address as it appears in the records of the Company. On or after the redemption date, each Holder of shares of Preferred Stock to be redeemed shall present and surrender his/her certificate or certificates for such shares to the Company at the place designated in such notice and thereupon the redemption price of such shares shall be paid to or to the order of the person whose name appears on such certificate or certificates as the owner thereon and each surrendered certificate shall be cancelled. In case less than all the shares represented by any such certificates are redeemed, a certificate shall be issued representing the unredeemed shares. From and after the redemption date (unless default shall be made by the Company in payment of the redemption price) all dividends on the shares of Preferred Stock designated for redemption in such notice shall cease to accrue, and all rights of the Holders thereof as stockholders of the Company, except the right to receive the redemption price thereof upon the surrender of certificates representing the same, without interest, shall cease and terminate and such shares shall not thereafter be transferred (except with the consent of the Company) on the books of the Company, and such shares shall not be deemed to be outstanding for any purpose whatsoever. At its election, the Company prior to the redemption date may deposit the redemption price of the shares of Preferred Stock so called for redemption in trust for the Holders thereof with a bank or trust company (having a capital and surplus of not less than $500,000,000) in which case such notice to Holders of the Preferred Stock to be redeemed shall state the date of such deposit, shall specify the office of such bank or trust company as the place of payment of the redemption price, and shall call upon such Holders to surrender the certificates representing such shares at such price on or after the date fixed in such redemption notice (which shall not be later than the redemption date) against payment of the redemption price.

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From and after the making of such deposit, the shares of Preferred Stock so designated for redemption shall not be deemed to be outstanding for any purpose whatsoever, and the rights of the Holders of such shares shall be limited to the right to receive the redemption price of such shares, without interest, upon surrender of the certificates representing the same to the Company at said office of such bank and trust company, and the right of conversion (on or before the close of business on the last business day prior to the date fixed for redemption) herein provided. Any funds so deposited which shall not be required for such redemption because of the exercise of such right of conversion after the date of such deposit shall be returned to the Company. Any interest accrued on such funds shall be paid to the Company from time to time. Any moneys so deposited which shall remain unclaimed by the Holders of such Preferred Stock at the end of three years after the redemption date shall be returned by such bank or trust company to the Company after which the Holders of the Preferred Stock shall look only to the Company for payment of the redemption price. In the event that less than all the outstanding shares of Preferred Stock are to be redeemed at one time, the shares so to be redeemed shall be redeemed pro rata . The prices at which each share of Preferred Stock may be redeemed during the periods set forth below are as follows:

Prior to the third anniversary of the Original Issue Date: No right to redeem.
After the third anniversary of the Original Issue Date but before the fourth anniversary of
the Original Issue Date:	$52.00 together with an amount equal to all cumulative dividends accrued and unpaid thereon to the date of redemption.
After the fourth anniversary of the Original Issue Date but before the fifth anniversary of
the Original Issue Date:	$51.60 together with an amount equal to all cumulative dividends accrued and unpaid thereon to the date of redemption.
After the fifth anniversary of the Original Issue Date but before the sixth anniversary of
the Original Issue Date:	$51.20 together with an amount equal to all cumulative dividends accrued and unpaid thereon to the date of redemption.
After the sixth anniversary of the Original Issue Date but before the seventh anniversary of
the Original Issue Date:	$50.80 together with an amount equal to all cumulative dividends accrued and unpaid thereon to the date of redemption.
After the seventh anniversary of the Original Issue Date but before the eighth anniversary of
the Original Issue Date:	$50.40 together with an amount equal to all cumulative dividends accrued and unpaid thereon to the date of redemption.
After the eighth anniversary of the Original Issue Date:
	$50.00 together with an amount equal to all cumulative dividends accrued and unpaid thereon to the date of redemption.

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SECTION 7. Definitions . For the purposes hereof, the following terms shall have the following meanings:

“Original Issue Date” shall mean the date of the first issuance of any shares of Preferred Stock regardless of the number of transfers of any particular shares of Preferred Stock and regardless of the number of certificates which may be issued to evidence such Preferred Stock.

“Per Share Market Value” means on any particular date (a) the closing sales price per share of the Common Stock on such date on The Nasdaq Stock Market or if the Common Stock is not listed on The Nasdaq Stock Market, on such other stock exchange on which the Common Stock has been listed or if there is no such price on such date, then the closing sales price on such exchange on the date nearest preceding such date, or (b) if the Common Stock is not listed on The Nasdaq Stock Market or any stock exchange, the closing sales price for a share of Common Stock in the over-the-counter market, as reported by the NASD at the close of business on such date, or (c) if the Common Stock is not quoted on the NASD, the closing sales price for a share of Common Stock in the over-the-counter market as reported by the National Quotation Bureau Incorporated (or similar organization or agency succeeding to its functions of reporting prices), or (d) if the Common Stock is no longer publicly traded the fair market value of a share of Common Stock as determined by a nationally recognized or major regional investment banking firm or firm of independent certified public accountants of recognized standing (which may be the firm that regularly examines the financial statements of the Company)(an “Appraiser”) selected in good faith by the Holders of a majority of the shares of the Preferred Stock; provided, however, that the Company, after receipt of the determination by such Appraiser, shall have the right to select an additional Appraiser, in which case the fair market value shall be equal to the average of the determinations by each such Appraiser.

“Purchase Agreement” means the Cumulative Convertible Preferred Stock Purchase Agreement, dated as of the Original Issue Date, between the Company and the original Holder of the Preferred Stock.

“Trading Day” means (a) a day on which the Common Stock is traded on The Nasdaq Stock Market or principal stock exchange on which the Common Stock is then listed. or (b) if the Common Stock is not listed on The Nasdaq Stock Market or any stock exchange, a day on which the Common Stock is traded in the over-the-counter market, as reported by the NASD, or (c) if the Common Stock is not quoted on The Nasdaq Stock Market, a day on which the Common Stock is quoted in the over-the-counter market as reported by the National Quotation Bureau Incorporated (or any similar organization or agency succeeding its functions of reporting prices).

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IN WITNESS WHEREOF , said corporation has caused this Certificate of Correction this 5 th day of June, 2009.

CENTURY ALUMINUM COMPANY
By:	/s/ William J. Leatherberry
	Name: William J. Leatherberry
	Title: Senior Vice President,
	General Counsel, and Assistant Secretary

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CENTURY ALUMINUM COMPANY

AMENDED AND RESTATED

SUPPLEMENTAL RETIREMENT

INCOME BENEFIT PLAN

TABLE OF CONTENTS
	Page
Purpose	1
Effective Date	2
Type of Plan	2
Eligibility	2
Amount of Supplemental Retirement Income Benefit	2
Vesting	4
Time and Form of UPB Payment	5
Time and Form of Vested ERB Payment	6
Section 409A	7
Surviving Spouse ERB Benefit	8
Source of Benefit Payments	8
Administration of the Plan	10
Claims and Review Procedure	10
Amendment or Termination of the Plan	13
General Provisions	14
Execution	14
Appendix A	15

CENTURY ALUMINUM COMPANY

AMENDED AND RESTATED

SUPPLEMENTAL RETIREMENT

INCOME BENEFIT PLAN

1. Purpose . The purpose of the Century Aluminum Company Amended and Restated Supplemental Retirement Income Benefit Plan (the “ Plan ”) is:

(a) To provide an annual retirement benefit for life to certain executives of Century Aluminum Company and its affiliates (collectively, the “ Company ”), equal to any annual benefit which would have accrued to the executive under the Company’s tax qualified defined benefit pension plan covering salaried employees (the “ Pension Plan ”) if the annual benefit and compensation limits imposed by applicable tax law were not applicable and if the calculation of “Final Average Monthly Compensation” under the Pension Plan was modified in certain respects; and

(b) To provide enhanced supplemental retirement income benefits for life to certain executives of the Company whose projected annual retirement income for life starting at their target retirement age, as determined by the Compensation Committee of the Board of Directors of the Company (“ Compensation Committee ”), (“ Target Retirement Age ”) under the Pension Plan as supplemented by any benefit described in paragraph (a) above (“ Nonenhanced Pension Plan Income ”) is estimated to be less than a specified percentage (between 40% and 60%) of the executive’s projected average annual pay (base pay plus annual cash bonus) during his final year of service (“ TargetedRetirement Income ”) due to the executive’s age and potential years of service at Target Retirement Age.

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2. Effective Date . The Plan shall be effective as of January 1, 2001 (“ Effective Date ”).

3. Type of Plan . The Plan is intended to be an unfunded plan of deferred compensation for a select group of management or highly compensated employees. As such, the Plan is a nonqualified plan for purposes of the Internal Revenue Code of 1986, as amended (the “ Code ”), and shall be subject to the provisions of the Employee Retirement Income Security Act of 1974, as amended (“ ERISA ”) only to the limited extent required by law.

4. Eligibility . Any executive of the Company who is designated in writing as a “ Participant ” in the Plan by the Compensation Committee shall be eligible for benefits under the Plan.

5. Amount of Supplemental Retirement Income Benefit

(a) Unlimited Pension Benefit (UPB) . An annual retirement benefit for life shall be payable under the Plan to a Participant equal to the additional annual benefit which would have accrued to the Participant under the Pension Plan if certain annual benefit and compensation limitations imposed by applicable law were disregarded and if the calculation of “Final Average Monthly Compensation” under the Pension Plan was modified as described in subparagraph (iii) below (the “ unlimited pension benefit ” or “ UPB ”), the amount of which shall be determined as follows:

(i) The limitation on annual benefits under the Pension Plan with respect to such Participant under Section 415 of the Code shall be disregarded;

(ii) The dollar limitation of Section 401(a)(17) of the Code on the amount of annual compensation that may be taken into account under the Pension Plan shall be disregarded;

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(iii) “ Final Average Monthly Compensation ” under the Pension Plan shall be calculated by reference to “Compensation” in any three calendar years (out of the last ten calendar years of employment) which produces the highest monthly average; and

(iv) The annual amount payable to the Participant under the Pension Plan (after the limitations described in subparagraphs (i) and (ii) above and before the modification described in subparagraph (iii) above) shall be credited against and shall reduce the UPB payable under the Plan.

(b) Enhanced Retirement Benefit (“ERB”). At the time an executive is designated as a Participant, the Compensation Committee shall, if applicable, also specify in writing the percentage to be used by the Company to estimate the Participant’s Targeted Retirement Income and, using the percentage specified with respect to the Participant, the Company shall estimate the excess of (A) over (B) based on the Participant’s current annual base pay plus his most recent cash bonus, assuming 5% annual increases in such pay until Target Retirement Age, where:

(A) is the Participant’s Targeted Retirement Income at Target Retirement Age; and

(B) is the Participant’s Nonenhanced Pension Plan Income at Target Retirement Age.

The estimated excess of (A) over (B) shall constitute the amount of the annual enhanced retirement income benefit payable under the Plan to the Participant for life if the Participant retires from the Company’s employment on or after his Target Retirement Age (“ enhanced retirement benefit ” or “ ERB ”). Notwithstanding the immediately preceding sentence, the Participant’s ERB shall be adjusted as follows:

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(i) Increased to the extent the Participant’s ERB would be higher if his Targeted Retirement Income had been based on actual pay (base pay and cash bonuses) during any three calendar years out of his last ten calendar year of employment with the Company that produces the highest average annual pay; and

(ii) Reduced to the extent the Participant’s Supplemental Benefit Accrual under Appendix A to the Pension Plan payable annually in excess of the annual amount that would otherwise have been payable to the Participant under the Pension Plan exceeds the Participant’s UPB. The Participant’s ERB shall be communicated in writing by the Company to the Participant.

6. Vesting . A Participant’s UPB shall be “ Vested ” to the full extent such Participant is vested in the Pension Plan. A Participant's ERB shall vest prorata upon his or her completing the requisite years of service . “Requisite Years of Service” will be five years as a Participant in the Plan, unless otherwise determined by the Committee. If a Participant’s employment with the Company terminates by reason of death, disability or a change in control as defined in Appendix A to the Plan (a “ Change in Control ”), or after he has completed the Requisite Years of Service for the Company, the Participant’s ERB shall be fully Vested. If a Participant’s employment with the Company terminates for reasons other than death, disability or a Change in Control and before he has completed the Requisite Years of Service for the Company, the Participant’s ERB shall be reduced by prorata for each year of such service less than the Requisite Years of Service , and such reduced ERB shall be his Vested ERB .

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7. Time and Form of UPB Payment . A Participant’s UPB shall be paid at the same time and in the same manner as the Participant’s Pension Plan benefits, less applicable tax withholdings. Effective for UPB benefits that have not been made or commenced before January 1, 2009, a Participant’s UPB shall commence as of the first day of the next calendar month following the later of (a) the Participant’s termination of employment, or (b) the Participant’s attainment of age 62, without regard to the date that benefits commence under the Pension. For purposes of calculating the amount of the Participant’s UPB, the annual amount payable to the Participant under the Pension Plan shall be assumed to be the annual benefit payable at age 62 or, if later, termination of employment, in the same form as the UPB is payable, without regard to the actual time or form of payment of benefits under the Pension Plan. If the Participant is married when the UPB commences, then the UPB shall be paid to the Participant in the form of a 50% joint and survivor annuity with the Participant’s spouse as the joint annuitant. If the Participant is unmarried when the UPB commences, then the UPB shall be paid to the Participant in the form of a single life annuity. If the Participant is married and dies prior to the date that his or her UPB benefit commences, then the UPB shall be paid to the Participant's spouse as of the first day of the next calendar month following the Participant's death, or if later, the date the Participant would have attained age 62. The UPB benefit payable to the Participant's spouse upon death prior to commencement shall be an amount equal to 50% of the benefit that would have been payable to the Participant in the form of a 50% joint and survivor annuity at age 62, or date of death, if later. Before any annuity payment has been made, a Participant may elect to change the form of payment of his or her benefit to a single life annuity, a 10-year certain and life annuity, or 75% joint and survivor annuity with the Participant’s spouse as the joint annuitant, provided that the annuities are actuarially equivalent applying reasonable actuarial assumptions, and that the change complies with the requirements of Section 409A of the Code and such procedures as the Compensation Committee may promulgate from time to time. The payment of the UPB shall be subject to applicable tax withholding.

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8. Time and Form of Vested ERB Payment . A Participant’s Vested ERB is payable after he terminates employment with the Company. Any Vested ERB payable to the Participant shall be paid in cash, less applicable tax withholdings, in monthly installments starting at the time described below and ending with the month in which he dies. Vested ERB payments shall start at the same time as the Participant’s Nonenhanced Pension Plan Income or, if he is not entitled to any Nonenhanced Pension Plan Income, the month following the month he terminated employment with the Company. Effective for Vested ERB benefits that have not been made or commenced before January 1, 2009, a Participant’s Vested ERB shall commence as of the first day of the next calendar month following the later of (a) the Participant’s termination of employment, or (b) the Participant’s attainment of age 62, without regard to the date that benefits commence under the Pension Plan. For purposes of calculating the amount of the Participant’s Vested ERB, the reduction applied under Section 5(b)(ii) shall be calculated assuming the Pension Plan benefit and UPB are payable in the same form as the ERB is payable (that is, a 50% joint and survivor annuity if the Participant is married and a single life annuity if the Participant is not married), and at age 62 or, if later, upon termination of employment, without regard to the actual time or form of payment of benefits under the Pension Plan or the UPB.

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8A. Section 409A . The provisions of this Section 8A apply to all benefits payable to a Participant under the Plan, except for an amount equal to the present value of the amount to which the Participant would have been entitled under the Plan if the Participant had voluntarily terminated services without cause on December 31, 2004, and received a payment of the benefits available from the Plan on the earliest possible date allowed under the Plan to receive a payment of benefits following the termination of services, and received the benefits in the form with the maximum value.

The Plan is intended to comply, in form and operation, with Section 409A of the Code, and its provisions shall be interpreted in a manner that is consistent therewith. Notwithstanding any other provision of the Plan to the contrary:

(a) Payments otherwise required to be made or commence upon the termination of employment of a Participant who is a “specified employee” (within the meaning of Section 409A of the Code and applicable regulations thereunder, as determined by the Compensation Committee) at the time of such termination shall be delayed until the earlier of (i) the first business day which is at least six months and one day following the date of such termination of employment, or (ii) the death of the Participant (the “Delayed Payment Date”), with any such payments that are required to be delayed being accumulated and paid in a lump sum on the Delayed Payment Date and subsequent payments, if any, being made in accordance with the dates and terms set forth herein; provided that the Compensation Committee determines that such delayed payment is required in order to avoid a violation of Section 409A of the Code; [and provided, further, that any such delayed payments shall bear interest at an annual rate, compounded monthly, equal to the prime rate as set forth in the Eastern edition of the Wall Street Journal on the date of termination, from the date of termination to the date of payment];

(b) References in the Plan to “termination of employment” shall mean a “separation from service” which qualifies as a permitted payment event for purposes of Section 409A of the Code; and

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(c) No distributions will be made under the Plan earlier or later than permitted under the requirements of Code Section 409A.

9. Surviving Spouse ERB Benefit . If a Participant dies after payment of his Vested ERB has begun, the Participant’s surviving spouse, if any, shall be paid in cash, less any applicable tax withholdings, 50% of the monthly installment payments of the Participant’s Vested ERB for the surviving spouse’s remaining lifetime, starting with the month following the month in which the Participant’s died and ending with the month in which the surviving spouse dies. If a Participant dies before payment of his Vested ERB has begun, the deceased Participant shall be vested in his ERB to the extent determined by his or her employment agreement or, if there is no employment agreement, as determined by the Committee, and such Participant’s surviving spouse, if any, shall be paid in cash, less any applicable tax withholdings, 50% of the monthly installment payment of the Participant’s Vested ERB for the surviving spouse’s remaining lifetime, starting with the month following the month in which the Participant died and ending with the month in which the surviving spouse dies.

10. Source of Benefit Payments . The benefits under the Plan shall constitute an unsecured contractual obligation of the Company to make benefit payments in the future and, except as provided below, shall be paid from the general assets of the Company; provided, however, that any life insurance contracts in which the Company invests to help the Company meet its obligations under the Plan shall be held in a trust for which a bank serves as trustee (the “ Trust ”), provided that the Trust shall be subject to the following terms and conditions:

(a) The Trust shall be an irrevocable “grantor trust”, of which the Company is the “grantor”, governed by section 671 et seq. (subpart E, part I, subchapter J, chapter 1, subtitle A) of the Code.

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(b) The assets of the Trust shall be used exclusively for the uses and purposes of the Plan and, in the event of the Company’s insolvency, the general creditors of the Company. Notwithstanding anything herein or any agreement with a Participant to the contrary, the Company shall not provide for, and no provision of the Plan shall be construed to provide for, (i) the restriction of assets to the provision of benefits under the Plan in connection with a change in the Company’s financial health, or in connection with any restricted period with respect to the Pension Plan or other defined benefit plan sponsored by the Company, or (ii) the location or transfer of Trust assets outside the United States, in a manner that would result in the inclusion of amounts in the gross income of the Participants pursuant to Section 409A(b) of the Code.

(d) In the event of a possible Change in Control, the Company shall contribute to the Trust before a Change in Control occurs the amount, if any, that a professional actuary retained by the Company determines is necessary to cause the present value of the Trust’s assets, including the present cash surrender value of any life insurance contracts owned by the Trust, to be no less than the present value of the future benefits payable under the Plan based on generally accepted actuarial principles and reasonable assumptions at that time.

(e) If a professional actuary retained by the Company determines that the present value of the Trust’s assets, including the present cash surrender value of any life insurance contracts owned by the Trust, exceeds 120% of the present value of the future benefits payable under the Plan based on generally accepted actuarial principles and reasonable assumptions at that time, the Company may direct the trustee of the Trust to distribute all or part of such excess (the amount in excess of 120%) to the Company.

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11. Administration of the Plan

(a) The Company shall have all powers and discretion necessary or appropriate to supervise the administration of the Plan and to control its operation in accordance with its terms, including, but not by way of limitation, the following discretionary powers:

(1) To interpret and determine the meaning and validity of the provisions of the Plan and to determine any question arising under, or in connection with, the administration, operation or validity of the Plan or any amendment thereto;

(2) To determine the status and rights of Participants and their surviving spouses;

(3) To employ such counsel, actuaries, agents and advisers, and to obtain such legal, actuarial, clerical and other services, as it may deem necessary or appropriate in carrying out the provisions of the Plan;

(4) To delegate to any one or more of its employees, severally or jointly, the authority to perform for and on behalf of the Company one or more of the functions of the Company under the Plan; and

(5) To decide all issues and questions regarding the Participants’ and their surviving spouses’ benefits under the Plan, and the time, form, manner and amount of any payments to them.

(b) Unless otherwise determined by the Compensation Committee, the Retirement Committee of the Company (the “Retirement Committee”) shall exercise the administrative powers and discretions of the Company provided under Section 11(a). All actions, interpretations and decisions of the Retirement Committee shall be conclusive and binding on all persons, and shall be given the maximum possible deference allowed by law.

(c) All expenses incurred in the administration of the Plan by the Company, or otherwise, including legal fees and expenses, shall be paid and borne by the Company.

(d) The Company shall, and hereby does, indemnify and hold harmless the employees of the Company from and against any and all losses, claims, damages or liabilities (including attorneys’ fees and amounts paid, with the approval of the Board of Directors of the Company, in settlement of any claim) arising out of or resulting from the implementation of a duty, act or decision with respect to the Plan, so long as such duty, act or decision does not involve willful misconduct on the part of any such individual.

12. Claims And Review Procedure .

(a) Applications for Benefits . Any application for benefits under the Plan shall be submitted to the Retirement Committee, at the principal office of the Company. Such application shall be in writing and shall be signed by the applicant (or his or her authorized representative).

(b) Denial of Applications . In the event that any application for benefits is denied in whole or in part, the Retirement Committee shall provide the applicant with written or electronic notification of the adverse benefit determination. Any electronic notification will comply with the standards imposed by the regulations of the U.S. Department of Labor. The notification shall set forth, in a manner calculated to be understood by the applicant, specific reasons for the denial, specific references to the Plan provisions on which the denial was based, a description of any information or material necessary to perfect the application, an explanation of why such material is necessary, and an explanation of the Plan’s review procedure and the time limits applicable to such procedures, including a statement of the applicant’s right to bring a civil action under section 502(a) of ERISA following a denial on review of the claim as described in Section 12(c) below. Such notification shall be given to the applicant within 90 days after the Retirement Committee receives the application, unless special circumstances require an extension of time for processing the application. In no event shall such an extension exceed a period of 90 days from the end of the initial 90-day period. If such an extension is required, written notice thereof shall be furnished to the applicant before the end of the initial 90-day period. Such notice shall indicate the special circumstances requiring an extension of time and the date by which the Retirement Committee expects to render a decision.

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(c) Requests for Review. Any person (or such person’s duly authorized representative) whose application for benefits is denied in whole or in part may appeal the denial by submitting to the Retirement Committee a request for a review of such application within 60 days after receiving written notice of the denial. The request for review shall be in writing and shall be addressed to the Retirement Committee’s principal office. The request for review shall set forth all of the grounds on which it is based, all facts in support of the request, and any other matters which the applicant feels are pertinent. The applicant (or his or her authorized representative) shall have the opportunity to submit (or the Retirement Committee may require the applicant to submit) written comments, documents, records, and other information relating to his or her claim. The applicant (or his or her authorized representative) shall be provided, upon request and free of charge, reasonable access to, and copies of, all documents, records and other information relevant to his or her claim. The review shall take into account all comments, documents, records and other information submitted by the applicant (or his or her representative) relating to the claim, without regard to whether such information was submitted or considered in the initial benefit determination.

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(d) Decisions on Review . The Retirement Committee shall act upon each request for review within 60 days after receipt thereof, unless special circumstances require an extension of time for processing, but in no event shall the decision on review be rendered more than 120 days after the Retirement Committee receives the request for review. If such an extension is required, written notice thereof shall be furnished to the applicant before the end of the initial 60-day period. The notice of extension will describe the special circumstances necessitating the additional time and the date by which the Retirement Committee expects to render its decision on the review. The Retirement Committee shall provide the applicant with written or electronic notification of its decision. Any electronic notification will comply with the standards imposed by the regulations of the U.S. Department of Labor. In the event that the Retirement Committee confirms the denial of the application for benefits in whole or in part, such notification shall set forth, in a manner calculated to be understood by the applicant, the specific reasons for such denial, specific references to the Plan provisions on which the decision is based, a statement that the applicant is entitled to receive, upon request and free of charge, reasonable access to, and copies of, all documents, records and other information relevant to his or her claim, and a statement of the applicant’s right to bring a civil action under section 502(a) of ERISA. To the extent that the Retirement Committee overrules the denial of the application for benefits, such benefits shall be paid to the applicant.

(e) Rules and Procedures . The Retirement Committee shall adopt such rules and procedures, consistent with ERISA and the Plan, as it deems necessary or appropriate in carrying out its responsibilities under this Section 12. The Retirement Committee may require an applicant who wishes to submit additional information in connection with an appeal from the denial of benefits to do so at the applicant’s own expense.

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(f) Exhaustion of Administrative Remedies . No legal or equitable action for benefits under the Plan shall be brought unless and until the claimant (i) has submitted a written application for benefits in accordance with Section 12(a), (ii) has been notified that the application is denied, (iii) has filed a written request for a review of the application in accordance with Section 12(c) and (iv) has been notified that the Retirement Committee has affirmed the denial of the application. Notwithstanding the foregoing, if the Retirement Committee does not respond to a Participant’s claim or appeal within the relevant time limits prescribed in this Section 12, the Participant may bring legal action for benefits under the Plan pursuant to Section 502(a) of ERISA.

13. Amendment or Termination of the Plan

(a) The Company, with the approval of the Compensation Committee, reserves the right to amend or terminate the Plan, or any part thereof, in such manner as it may determine, at any time and for any reason. Notwithstanding the preceding sentence, however, no amendment or termination of the Plan shall reduce any Participant’s benefits under the Plan as of the date the amendment is adopted or the Plan is terminated, as appropriate, including the timing of such benefit payments.

(b) If the Plan is terminated, the benefits under the Plan shall be distributed in accordance with the terms of the Plan prior to its termination.

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14. General Provisions .

(a) Inalienability . In no event may a Participant, his spouse or estate sell, transfer, anticipate, assign, hypothecate or otherwise dispose of any right or interest under the Plan or the Trust; and such rights and interests shall not at any time be subject to the claims of their creditors nor be liable to attachment, execution or other legal process.

(b) No Enlargement of Employment Rights . Neither the establishment or maintenance of the Plan shall be held or construed to confer upon any individual any right to be continued as an employee of the Company nor, upon dismissal, any right or interest in any specific assets of the Company. The Company expressly reserves the right to discharge any employee at any time.

(c) Applicable Law . The provisions of the Plan shall be construed, administered and enforced in accordance with ERISA, and to the extent not preempted by ERISA, the laws of the State of California.

15. Execution . To record the adoption of the amendment and restatement of the Plan effective as of June 22, 2009 with the approval of the Compensation Committee, the Company has caused this document to be executed on its behalf by its duly authorized officer.

Amended and Restated as of: June 22, 2009

CENTURY ALUMINUM COMPANY

By: /s/ William J. Leatherberry

Title: William J. Leatherberry,

Senior Vice President & General Counsel

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APPENDIX A

TO THE CENTURY ALUMINUM COMPANY

AMENDED AND RESTATED

SUPPLEMENTAL RETIREMENT

INCOME BENEFIT PLAN

For purposes of the Plan, a “ Change in Control ” shall mean any of the following events:

(a) An acquisition of any voting securities of the Company (the “ Voting Securities ”) by any “ Person ” as the term person is used for purposes of Section 13(d) or 14(d) of the Securities Exchange Act of 1934, as amended (the “ 1934 Act ”) immediately after which such Person has “ Beneficial Ownership ” (within the meaning of Rule 13d-3 promulgated under the 1934 Act) of 20% or more of the combined voting power of the Company’s then outstanding Voting Securities or, in the case of Glencore International AG and its affiliates (collectively, “Glencore”), Beneficial Ownership of 50% or more of such Voting Securities; provided, however, that in determining whether a Change in Control has occurred, Voting Securities which are acquired by any Person other than Glencore in a Non-Control Acquisition (as hereinafter defined) shall not constitute an acquisition which would cause a Change in Control. A “ Non-Control Acquisition ” shall mean an acquisition by (1) an employee benefit plan (or a trust forming a part thereof) maintained by (x) the Company or (y) any corporation or other Person of which a majority of its voting power or its equity securities or equity interest is owned directly or indirectly by the Company (a “ Subsidiary ”), (2) the Company or any Subsidiary, or (3) any Person in connection with a Non-Control Transaction (as hereinafter defined);

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(b) The individuals who, as of the date hereof, are members of the Board of Directors of the Company (the “ Incumbent Board ”), cease for any reason to constitute at least two-thirds of the Board of Directors of the Company (the “ Board ”); provided, however, that if the election, or nomination for election by the Company’s stockholders, of any new director was approved by a vote of at least two-thirds of the Incumbent Board, such new director shall, for purposes of this definition, be considered a member of the Incumbent Board; provided, however, that no individual shall be considered a member of the Incumbent Board if such individual initially assumed office as a result of either an actual or threatened “ Election Contest ” (as described in Rule 14a-11 promulgated under the 1934 Act) or other actual or threatened solicitation of proxies or consents by or on behalf of a Person other than the Board (a “ Proxy Contest ”) including by reason of any agreement intended to avoid or settle any Election Contest or Proxy Contest; or

(1) A merger, consolidation or reorganization involving the Company, unless

(i) the stockholders of the Company, immediately before such merger, consolidation or reorganization, own, directly or indirectly immediately following such merger, consolidation or reorganization, at least 70% of the combined voting power of the outstanding voting securities of the corporation resulting from such merger or consolidation or reorganization (the “ Surviving Corporation ”) in substantially the same proportion as their ownership of the Voting Securities immediately before such merger, consolidation or reorganization,

(ii) the individuals who were members of the Incumbent Board immediately prior to the execution of the agreement providing for such merger, consolidation or reorganization constitute at least two-thirds of the members of the board of directors of the Surviving Corporation, and

(iii) no Person (other than the Company, any Subsidiary, any employee benefit plan (or any trust forming a part thereof) maintained by the Company, the Surviving Corporation or any Subsidiary, or any Person who, immediately prior to such merger, consolidation or reorganization, had Beneficial Ownership of 15% or more of the then outstanding Voting Securities) has Beneficial Ownership of 15% or more of the combined voting power of the Surviving Corporation’s then outstanding voting securities (a transaction described in clauses (i) through (iii) above shall herein be referred to as a “ Non-Control Transaction ”);

(2) A complete liquidation or dissolution of the Company; or

(3) An agreement for the sale or other disposition of all or substantially all of the assets of the Company to any Person (other than a transfer to a Subsidiary).

Notwithstanding the foregoing, a Change of Control shall not be deemed to occur solely because any Person (the “ Subject Person ”) acquired Beneficial Ownership of more than the permitted amount of the outstanding Voting Securities as a result of the acquisition of Voting Securities by the Company which, by reducing the number of Voting Securities outstanding, increases the proportional number of shares Beneficially Owned by the Subject Person, provided that if a Change in Control would occur (but for the operation of this sentence) as a result of the acquisition of Voting Securities by the Company, and after such share acquisition by the Company, the Subject Person becomes the Beneficial Owner of any additional Voting Securities which increases the percentage of the then outstanding Voting Securities beneficially owned by the Subject Person, then a Change in Control shall occur.

(d) Solely for purposes of this Change in Control definition, “ Company ” shall mean Century Aluminum Company.

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EXHIBIT 31.1

CERTIFICATION OF DISCLOSURE IN CENTURY ALUMINUM COMPANY’S

QUARTERLY REPORT FILED ON FORM 10-Q

I, Logan W. Kruger, certify that:

I have reviewed this quarterly report on Form 10-Q of Century Aluminum Company;

Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a)

Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b)

Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c)

Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report the Company’s conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d)

Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

The registrant's other certifying officer and I have disclosed, based on the Company’s most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

(a)

All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

(b)

Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Date: August 10, 2009
	/s/ LOGAN W. KRUGER
	Name: Logan W. Kruger
	Title: President and Chief Executive Officer

EXHIBIT 31.2

CERTIFICATION OF DISCLOSURE IN CENTURY ALUMINUM COMPANY’S

QUARTERLY REPORT FILED ON FORM 10-Q

I, Michael A. Bless, certify that:

I have reviewed this quarterly report on Form 10-Q of Century Aluminum Company;

(a)

(b)

(c)

(d)

(a)

(b)

Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Date: August 10, 2009
	/s/ MICHAEL A. BLESS
	Name: Michael A. Bless
	Title: Executive Vice President and Chief Financial Officer

Exhibit 32.1

Certification of the Chief Executive Officer and Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (18 U.S.C. 1350)

In connection with the quarterly report on Form 10-Q of Century Aluminum Company (the “Company”) for the quarter ended June 30, 2009, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), Logan W. Kruger, as Chief Executive Officer of the Company, and Michael A. Bless, as Chief Financial Officer of the Company, each hereby certifies, pursuant to 18 U.S.C. Section 1350, as adopted, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to the best of his knowledge:

This Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

The information contained in this Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

/s/ Logan W. Kruger		/s/ Michael A. Bless
By: Logan W. Kruger		By: Michael A. Bless
Title: Chief Executive Officer		Title: Chief Financial Officer
Date: August 10, 2009		Date: August 10, 2009

A signed original of this written statement required by Section 906 has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.