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) |
Large Accelerated Filer
|
x
|
Accelerated Filer
|
o
|
Non-Accelerated Filer
(Do not check if a smaller reporting company)
|
o
|
Smaller Reporting Company
|
o
|
TABLE OF CONTENTS
|
|
|
Page
|
|
|
|
|
|
|
CENTURY ALUMINUM COMPANY
|
||||||||||||
CONSOLIDATED STATEMENTS OF OPERATIONS
|
||||||||||||
(Dollars in thousands, except per share amounts)
|
||||||||||||
(Unaudited)
|
||||||||||||
|
Three months ended September 30,
|
Nine months ended September 30,
|
||||||||||
|
2012
|
2011
|
2012
|
2011
|
||||||||
NET SALES:
|
|
|
|
|
||||||||
Third-party customers
|
$
|
170,023
|
|
$
|
202,598
|
|
$
|
542,884
|
|
$
|
598,001
|
|
Related parties
|
134,612
|
|
143,048
|
|
411,560
|
|
440,259
|
|
||||
|
304,635
|
|
345,646
|
|
954,444
|
|
1,038,260
|
|
||||
Cost of goods sold
|
301,385
|
|
334,322
|
|
924,645
|
|
935,106
|
|
||||
Gross profit
|
3,250
|
|
11,324
|
|
29,799
|
|
103,154
|
|
||||
Other operating expenses (income) – net
|
7,388
|
|
2,659
|
|
14,926
|
|
(8,430
|
)
|
||||
Selling, general and administrative expenses
|
9,182
|
|
7,950
|
|
24,792
|
|
37,116
|
|
||||
Operating income (loss)
|
(13,320
|
)
|
715
|
|
(9,919
|
)
|
74,468
|
|
||||
Interest expense – third party
|
(6,041
|
)
|
(5,951
|
)
|
(17,966
|
)
|
(19,114
|
)
|
||||
Interest income – third party
|
72
|
|
37
|
|
324
|
|
257
|
|
||||
Interest income – related parties
|
—
|
|
59
|
|
62
|
|
242
|
|
||||
Net gain (loss) on forward contracts
|
(340
|
)
|
4,163
|
|
(4,049
|
)
|
(2,263
|
)
|
||||
Other income (expense) - net
|
7,648
|
|
(1,143
|
)
|
8,115
|
|
(1,598
|
)
|
||||
Income (loss) before income taxes and equity in earnings of joint ventures
|
(11,981
|
)
|
(2,120
|
)
|
(23,433
|
)
|
51,992
|
|
||||
Income tax expense
|
(1,168
|
)
|
(5,387
|
)
|
(7,384
|
)
|
(12,146
|
)
|
||||
Income (loss) before equity in earnings of joint ventures
|
(13,149
|
)
|
(7,507
|
)
|
(30,817
|
)
|
39,846
|
|
||||
Equity in earnings of joint ventures
|
1,126
|
|
907
|
|
2,116
|
|
2,586
|
|
||||
Net income (loss)
|
$
|
(12,023
|
)
|
$
|
(6,600
|
)
|
$
|
(28,701
|
)
|
$
|
42,432
|
|
Net income (loss) allocated to common shareholders
|
$
|
(12,023
|
)
|
$
|
(6,600
|
)
|
$
|
(28,701
|
)
|
$
|
39,003
|
|
EARNINGS (LOSS) PER COMMON SHARE:
|
|
|
|
|
||||||||
Basic and Diluted
|
$
|
(0.14
|
)
|
$
|
(0.07
|
)
|
$
|
(0.32
|
)
|
$
|
0.42
|
|
WEIGHTED AVERAGE COMMON SHARES OUTSTANDING:
|
|
|
|
|
||||||||
Basic
|
88,468
|
|
92,032
|
|
88,549
|
|
92,697
|
|
||||
Diluted
|
88,468
|
|
92,032
|
|
88,549
|
|
93,097
|
|
CENTURY ALUMINUM COMPANY
|
||||||||||||
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)
|
||||||||||||
(Dollars in thousands)
|
||||||||||||
(Unaudited)
|
||||||||||||
|
Three months ended September 30,
|
Nine months ended September 30,
|
||||||||||
|
2012
|
2011
|
2012
|
2011
|
||||||||
Comprehensive income (loss):
|
|
|
|
|
||||||||
Net income (loss)
|
$
|
(12,023
|
)
|
$
|
(6,600
|
)
|
$
|
(28,701
|
)
|
$
|
42,432
|
|
Other comprehensive income (loss) before income tax effect:
|
|
|
|
|
||||||||
Net unrealized gain (loss) on financial instruments
|
2
|
|
(16
|
)
|
(218
|
)
|
(49
|
)
|
||||
Net loss (gain) reclassified to income on financial instruments
|
68
|
|
(16
|
)
|
549
|
|
(66
|
)
|
||||
Net gain on foreign currency cash flow hedges reclassified to income
|
(47
|
)
|
(47
|
)
|
(140
|
)
|
(139
|
)
|
||||
Defined benefit plans and other postretirement benefits:
|
|
|
|
|
||||||||
Net gain (loss) arising during the period
|
—
|
|
—
|
|
49
|
|
(5,769
|
)
|
||||
Amortization of prior service benefit during the period
|
(1,029
|
)
|
(1,028
|
)
|
(3,085
|
)
|
(31,648
|
)
|
||||
Amortization of net loss during the period
|
2,562
|
|
1,823
|
|
7,687
|
|
15,103
|
|
||||
Other comprehensive income (loss) before income tax effect
|
1,556
|
|
716
|
|
4,842
|
|
(22,568
|
)
|
||||
Income tax effect
|
(382
|
)
|
(383
|
)
|
(1,147
|
)
|
(5,357
|
)
|
||||
Other comprehensive income (loss)
|
1,174
|
|
333
|
|
3,695
|
|
(27,925
|
)
|
||||
Comprehensive income (loss)
|
$
|
(10,849
|
)
|
$
|
(6,267
|
)
|
$
|
(25,006
|
)
|
$
|
14,507
|
|
CENTURY ALUMINUM COMPANY
|
||||||
CONSOLIDATED STATEMENTS OF CASH FLOWS
|
||||||
(Dollars in thousands)
|
||||||
(Unaudited)
|
||||||
|
Nine months ended September 30,
|
|||||
|
2012
|
2011
|
||||
CASH FLOWS FROM OPERATING ACTIVITIES:
|
|
|
||||
Net income (loss)
|
$
|
(28,701
|
)
|
$
|
42,432
|
|
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
|
|
|
||||
Unrealized net loss on forward contracts
|
3,196
|
|
1,643
|
|
||
Accrued and other plant curtailment costs — net
|
4,025
|
|
(15,023
|
)
|
||
Lower of cost or market inventory adjustment
|
(19,818
|
)
|
13,463
|
|
||
Depreciation and amortization
|
46,925
|
|
46,579
|
|
||
Debt discount amortization
|
791
|
|
1,601
|
|
||
Pension and other postretirement benefits
|
673
|
|
(30,768
|
)
|
||
Stock-based compensation
|
412
|
|
2,670
|
|
||
Non-cash loss on early extinguishment of debt
|
—
|
|
763
|
|
||
Undistributed earnings of joint ventures
|
(2,116
|
)
|
(2,586
|
)
|
||
Change in operating assets and liabilities:
|
|
|
||||
Accounts receivable — net
|
3,320
|
|
(8,164
|
)
|
||
Due from affiliates
|
317
|
|
6,602
|
|
||
Inventories
|
31,810
|
|
(23,269
|
)
|
||
Prepaid and other current assets
|
(8,254
|
)
|
(25,405
|
)
|
||
Accounts payable, trade
|
(8,823
|
)
|
(2,783
|
)
|
||
Due to affiliates
|
761
|
|
(476
|
)
|
||
Accrued and other current liabilities
|
8,743
|
|
17,071
|
|
||
Other — net
|
(12,176
|
)
|
(13,256
|
)
|
||
Net cash provided by operating activities
|
21,085
|
|
11,094
|
|
||
CASH FLOWS FROM INVESTING ACTIVITIES:
|
|
|
||||
Purchase of property, plant and equipment
|
(10,399
|
)
|
(10,868
|
)
|
||
Nordural expansion — Helguvik
|
(5,474
|
)
|
(10,335
|
)
|
||
Purchase of carbon anode assets
|
(14,185
|
)
|
—
|
|
||
Investments in and advances to joint ventures
|
(275
|
)
|
(13
|
)
|
||
Payments received on advances from joint ventures
|
3,166
|
|
3,056
|
|
||
Proceeds from the sale of property, plant and equipment
|
89
|
|
1,471
|
|
||
Net change in restricted cash
|
—
|
|
3,673
|
|
||
Net cash used in investing activities
|
(27,078
|
)
|
(13,016
|
)
|
||
CASH FLOWS FROM FINANCING ACTIVITIES:
|
|
|
||||
Repayment of debt
|
—
|
|
(47,067
|
)
|
||
Repayment of contingent obligation
|
—
|
|
(189
|
)
|
||
Borrowings under revolving credit facility
|
18,076
|
|
15,900
|
|
||
Repayments under revolving credit facility
|
(18,076
|
)
|
(15,900
|
)
|
||
Repurchase of common stock
|
(4,033
|
)
|
(38,806
|
)
|
||
Issuance of common stock — net
|
—
|
|
83
|
|
||
Net cash used in financing activities
|
(4,033
|
)
|
(85,979
|
)
|
||
CHANGE IN CASH AND CASH EQUIVALENTS
|
(10,026
|
)
|
(87,901
|
)
|
||
Cash and cash equivalents, beginning of the period
|
183,401
|
|
304,296
|
|
||
Cash and cash equivalents, end of the period
|
$
|
173,375
|
|
$
|
216,395
|
|
1.
|
General
|
2.
|
Asset Acquisition
|
3.
|
Fair value measurements
|
Overview of Century’s valuation methodology
|
||
|
Level
|
Significant inputs
|
Cash equivalents
|
1
|
Quoted market prices
|
Trust assets (1)
|
1
|
Quoted market prices
|
Surety bonds
|
1
|
Quoted market prices
|
Primary aluminum put option contracts
|
2
|
Quoted London Metal Exchange (“LME”) forward market prices, historical volatility measurements and risk-adjusted discount rates
|
Natural gas forward financial contracts
|
2
|
Quoted natural gas forward market prices for primary aluminum and risk-adjusted discount rates
|
Ravenswood power contract
|
3
|
Quoted LME forward market prices, power tariff prices, management’s estimate of future power usage and risk-adjusted discount rates
|
E.ON U.S. (“E.ON”) contingent obligation
|
3
|
Quoted LME forward market prices for primary aluminum, management’s estimates of the LME forward market prices for primary aluminum for periods beyond the quoted periods and management’s estimate of future level of operations at Century Aluminum of Kentucky, our wholly owned subsidiary (“CAKY”)
|
Primary aluminum sales premium contracts
|
3
|
Management’s estimates of future U.S. Midwest premium and risk-adjusted discount rates
|
(1)
|
Trust assets are currently invested in money market funds. The trust has sole authority to invest the funds in secure interest producing investments consisting of short-term securities issued or guaranteed by the United States government or cash and cash equivalents.
|
Recurring Fair Value Measurements
|
As of September 30, 2012
|
|||||||||||
|
Level 1
|
Level 2
|
Level 3
|
Total
|
||||||||
ASSETS:
|
|
|
|
|
||||||||
Cash equivalents
|
$
|
167,325
|
|
$
|
—
|
|
$
|
—
|
|
$
|
167,325
|
|
Trust assets
|
14,572
|
|
—
|
|
—
|
|
14,572
|
|
||||
Surety bond – workers comp insurance
|
2,381
|
|
—
|
|
—
|
|
2,381
|
|
||||
TOTAL
|
$
|
184,278
|
|
$
|
—
|
|
$
|
—
|
|
$
|
184,278
|
|
LIABILITIES:
|
|
|
|
|
||||||||
E.ON contingent obligation
|
$
|
—
|
|
$
|
—
|
|
$
|
15,016
|
|
$
|
15,016
|
|
Primary aluminum sales contract
|
—
|
|
—
|
|
1,379
|
|
1,379
|
|
||||
TOTAL
|
$
|
—
|
|
$
|
—
|
|
$
|
16,395
|
|
$
|
16,395
|
|
Recurring Fair Value Measurements
|
As of December 31, 2011
|
|||||||||||
|
Level 1
|
Level 2
|
Level 3
|
Total
|
||||||||
ASSETS:
|
|
|
|
|
||||||||
Cash equivalents
|
$
|
176,284
|
|
$
|
—
|
|
$
|
—
|
|
$
|
176,284
|
|
Trust assets
|
15,889
|
|
—
|
|
—
|
|
15,889
|
|
||||
Surety bonds – workers comp insurance
|
2,391
|
|
—
|
|
—
|
|
2,391
|
|
||||
Primary aluminum put option contracts
|
—
|
|
9,331
|
|
—
|
|
9,331
|
|
||||
Power contract
|
—
|
|
—
|
|
106
|
|
106
|
|
||||
TOTAL
|
$
|
194,564
|
|
$
|
9,331
|
|
$
|
106
|
|
$
|
204,001
|
|
LIABILITIES:
|
|
|
|
|
||||||||
Natural gas forward financial contracts
|
$
|
—
|
|
$
|
281
|
|
$
|
—
|
|
$
|
281
|
|
E.ON contingent obligation
|
—
|
|
—
|
|
13,958
|
|
13,958
|
|
||||
Primary aluminum sales contract – premium collar
|
—
|
|
—
|
|
908
|
|
908
|
|
||||
TOTAL
|
$
|
—
|
|
$
|
281
|
|
$
|
14,866
|
|
$
|
15,147
|
|
4.
|
Derivative and hedging instruments
|
Fair Value of Derivative Assets and Liabilities
|
|||||||
|
Balance sheet location
|
September 30, 2012
|
December 31, 2011
|
||||
DERIVATIVE ASSETS:
|
|
|
|
||||
Primary aluminum put option contracts
|
Due from affiliates
|
$
|
—
|
|
$
|
5,439
|
|
Primary aluminum put option contracts
|
Prepaid and other current assets
|
—
|
|
3,892
|
|
||
Power contract
|
Prepaid and other current assets
|
—
|
|
106
|
|
||
TOTAL
|
|
$
|
—
|
|
$
|
9,437
|
|
DERIVATIVE LIABILITIES:
|
|
|
|
||||
E.ON contingent obligation
|
Other liabilities
|
$
|
15,016
|
|
$
|
13,958
|
|
Aluminum sales premium contracts – current portion
|
Accrued and other current liabilities
|
1,187
|
|
607
|
|
||
Natural gas forward financial contracts
|
Accrued and other current liabilities
|
—
|
|
281
|
|
||
Aluminum sales premium contracts – less current portion
|
Other liabilities
|
192
|
|
301
|
|
||
TOTAL
|
|
$
|
16,395
|
|
$
|
15,147
|
|
|
September 30, 2012
|
December 31, 2011
|
||
Power contracts (in megawatt hours (“MWH”)) (1)
|
—
|
|
3,772
|
|
Primary aluminum sales contract premium (metric tons) (2)
|
25,500
|
|
40,870
|
|
Primary aluminum put option contracts (metric tons)
|
—
|
|
15,000
|
|
Primary aluminum put option contracts (metric tons) – related party
|
—
|
|
18,000
|
|
(1)
|
Represents our expected usage during the remaining term of the Ravenswood power contract. In June 2011, the West Virginia PSC extended the term of this contract for an additional year.
|
(2)
|
Represents the remaining physical deliveries under the Glencore Metal Agreement.
|
5.
|
Earnings per share
|
|
For the three months ended September 30,
|
||||||||||||||||
|
2012
|
|
2011
|
||||||||||||||
|
Loss
|
Shares (000)
|
Per-Share
|
|
Loss
|
Shares (000)
|
Per-Share
|
||||||||||
Net loss
|
$
|
(12,023
|
)
|
|
|
|
$
|
(6,600
|
)
|
|
|
||||||
Amount allocated to common shareholders (1)
|
100
|
%
|
|
|
|
100
|
%
|
|
|
||||||||
Basic EPS:
|
|
|
|
|
|
|
|
||||||||||
Loss allocable to common shareholders
|
(12,023
|
)
|
88,468
|
|
$
|
(0.14
|
)
|
|
(6,600
|
)
|
92,032
|
|
$
|
(0.07
|
)
|
||
Effect of Dilutive Securities:
|
|
|
|
|
|
|
|
||||||||||
Stock compensation plans
|
—
|
|
—
|
|
|
|
—
|
|
—
|
|
|
||||||
Diluted EPS:
|
|
|
|
|
|
|
|
||||||||||
Loss applicable to common shareholders with assumed conversion
|
$
|
(12,023
|
)
|
88,468
|
|
$
|
(0.14
|
)
|
|
$
|
(6,600
|
)
|
92,032
|
|
$
|
(0.07
|
)
|
|
|
|
|
|
|
|
|
|
For the nine months ended September 30,
|
||||||||||||||||
|
2012
|
|
2011
|
||||||||||||||
|
Loss
|
Shares (000)
|
Per-Share
|
|
Income
|
Shares (000)
|
Per-Share
|
||||||||||
Net income (loss)
|
$
|
(28,701
|
)
|
|
|
|
$
|
42,432
|
|
|
|
||||||
Amount allocated to common shareholders (1)
|
100
|
%
|
|
|
|
91.92
|
%
|
|
|
||||||||
Basic EPS:
|
|
|
|
|
|
|
|
||||||||||
Income (loss) allocable to common shareholders
|
(28,701
|
)
|
88,549
|
|
$
|
(0.32
|
)
|
|
39,003
|
|
92,697
|
|
$
|
0.42
|
|
||
Effect of Dilutive Securities:
|
|
|
|
|
|
|
|
||||||||||
Stock compensation plans
|
—
|
|
—
|
|
|
|
—
|
|
400
|
|
|
||||||
Diluted EPS:
|
|
|
|
|
|
|
|
||||||||||
Income (loss) applicable to common shareholders with assumed conversion
|
$
|
(28,701
|
)
|
88,549
|
|
$
|
(0.32
|
)
|
|
$
|
39,003
|
|
93,097
|
|
$
|
0.42
|
|
(1)
|
We have not allocated net losses 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.
|
|
Three months ended September 30,
|
Nine months ended September 30,
|
||||||
|
2012
|
2011
|
2012
|
2011
|
||||
Options to purchase common stock outstanding
|
626,334
|
|
632,334
|
|
626,334
|
|
632,334
|
|
Weighted average service-based share awards outstanding
|
406,070
|
|
323,396
|
|
382,462
|
|
294,709
|
|
Excluded from the calculation of diluted EPS:
|
|
|
|
|
||||
Stock options (1)
|
626,334
|
|
632,334
|
|
626,334
|
|
350,601
|
|
Service-based share award
|
406,070
|
|
323,396
|
|
382,462
|
|
—
|
|
(1)
|
These stock option awards were excluded from the calculation of diluted EPS because the exercise price of these options was greater than the average market price of the underlying common stock, except in periods when we had a net loss where all options were excluded because of their antidilutive effect on earnings per share.
|
6.
|
Shareholders’ equity
|
Common and Preferred Stock Activity:
|
Preferred stock
|
Common stock
|
||||
|
Series A convertible
|
Treasury
|
Outstanding
|
|||
Beginning balance as of December 31, 2011
|
80,718
|
|
4,386,521
|
|
88,844,327
|
|
Repurchase of common stock
|
—
|
|
400,000
|
|
(400,000
|
)
|
Conversion of convertible preferred stock
|
(176
|
)
|
—
|
|
17,587
|
|
Issuance for stock compensation plans
|
—
|
|
—
|
|
24,531
|
|
Ending balance as of September 30, 2012
|
80,542
|
|
4,786,521
|
|
88,486,445
|
|
7.
|
Income taxes
|
|
September 30, 2012
|
December 31, 2011
|
||||
Highly certain tax positions
|
$
|
16,900
|
|
$
|
15,100
|
|
Other unrecognized tax benefits
|
884
|
|
800
|
|
||
Gross unrecognized tax benefits
|
$
|
17,784
|
|
$
|
15,900
|
|
Accrued interest and penalties related to unrecognized tax benefits
|
$
|
200
|
|
$
|
100
|
|
8.
|
Inventories
|
|
September 30, 2012
|
December 31, 2011
|
||||
Raw materials
|
$
|
40,930
|
|
$
|
41,142
|
|
Work-in-process
|
14,953
|
|
15,548
|
|
||
Finished goods
|
7,535
|
|
10,535
|
|
||
Operating and other supplies
|
96,550
|
|
104,736
|
|
||
Inventories
|
$
|
159,968
|
|
$
|
171,961
|
|
9.
|
Debt
|
|
September 30, 2012
|
December 31, 2011
|
||||
Debt classified as current liabilities:
|
|
|
||||
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:
|
|
|
||||
8.0% senior secured notes payable due May 15, 2014, net of debt discount of $1,903 and $2,695, respectively, interest payable semiannually
|
247,700
|
|
246,909
|
|
||
7.5% senior unsecured notes payable due August 15, 2014, interest payable semiannually
|
2,603
|
|
2,603
|
|
||
E.ON contingent obligation, principal and accrued interest, contingently payable monthly, annual interest rate of 10.94% (2)
|
15,016
|
|
13,958
|
|
||
TOTAL
|
$
|
273,134
|
|
$
|
271,285
|
|
(1)
|
The IRBs are classified as current liabilities because they are remarketed weekly and could be required to be repaid upon demand if there is a failed remarketing. The IRB interest rate at
September 30, 2012
was
0.38%
.
|
(2)
|
E.ON contingent obligation principal and interest payments are payable based on CAKY’s operating level and the LME price for primary aluminum. See E.ON contingent obligation below.
|
|
September 30, 2012
|
||
Senior secured revolving credit facility amount
|
$
|
100,000
|
|
Borrowing availability, net of outstanding letters of credit
|
42,335
|
|
|
Outstanding borrowings on revolving credit facility
|
—
|
|
|
Letter of credit sub-facility amount
|
50,000
|
|
|
Outstanding letters of credit issued under the revolving credit facility
|
46,019
|
|
10.
|
Commitments and contingencies
|
11.
|
Forward delivery contracts and financial instruments
|
Contract
|
Customer
|
Volume
|
Term
|
Pricing
|
Glencore Metal Agreement (1)
|
Glencore
|
20,400 mtpy
|
Through December 31, 2013
|
Variable, based on U.S. Midwest market
|
Glencore Sweep Agreement (2)
|
Glencore
|
Surplus primary aluminum produced in the United States
|
Through December 31, 2012
|
Variable, based on U.S. Midwest market
|
Glencore Nordural Metal Agreement
|
Glencore
|
Approximately 16,000 metric tons
|
Through December 31, 2012
|
Variable, based on LME
|
Southwire Metal Agreement (3)
|
Southwire
|
240 million pounds per year (high conductivity molten aluminum)
|
Through December 31, 2013
|
Variable, based on U.S. Midwest market
|
(1)
|
We account for the Glencore Metal Agreement as a derivative instrument under ASC 815. Under the Glencore Metal Agreement, pricing is based on then-current Midwest 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.
|
(2)
|
The Glencore Sweep Agreement is for all metal produced in the U.S. in 2012, less existing sales agreements and high-purity metal sales. The term of the contract may be extended for one year upon mutual agreement.
|
(3)
|
The Southwire Metal Agreement contains termination rights in the event of a partial or full curtailment of the Hawesville facility.
|
Contract
|
Customer
|
Volume
|
Term
|
Pricing
|
Billiton Tolling Agreement (1)
|
BHP Billiton
|
130,000 mtpy
|
Through December 31, 2013
|
LME-based
|
Glencore Toll Agreement (1)
|
Glencore
|
90,000 mtpy
|
Through July 31, 2016
|
LME-based
|
Glencore Toll Agreement (1)
|
Glencore
|
40,000 mtpy
|
Through December 31, 2014
|
LME-based
|
(1)
|
Grundartangi’s tolling revenues include a premium based on the European Union (“EU”) import duty for primary aluminum.
|
|
September 30, 2012
|
December 31, 2011
|
||
|
(in metric tons)
|
|||
Other forward delivery contracts – total
|
28,511
|
|
41,504
|
|
Other forward delivery contracts – Glencore
|
1,420
|
|
3,423
|
|
Other forward delivery contracts – fixed price
|
20
|
|
41
|
|
12.
|
Supplemental cash flow information
|
|
Nine months ended September 30,
|
|||||
|
2012
|
2011
|
||||
Cash paid for:
|
|
|
||||
Interest
|
$
|
10,220
|
|
$
|
11,257
|
|
Income/withholding taxes (1)
|
33,625
|
|
41,694
|
|
(1)
|
We paid withholding taxes in Iceland of
$22,633
and
$39,386
in the
nine
months ended
September 30, 2012
and
2011
, respectively. Our tax payments in Iceland for withholding taxes, estimated and prepayments of Icelandic income taxes and any associated refunds are denominated in ISK.
|
13.
|
Asset retirement obligations (“ARO”)
|
|
Nine months ended September 30,
|
Year ended December 31, 2011
|
||||
Beginning balance, ARO liability
|
$
|
15,171
|
|
$
|
14,274
|
|
Additional ARO liability incurred
|
874
|
|
1,110
|
|
||
ARO liabilities settled
|
(1,035
|
)
|
(1,315
|
)
|
||
Accretion expense
|
875
|
|
1,102
|
|
||
Ending balance, ARO liability
|
$
|
15,885
|
|
$
|
15,171
|
|
14.
|
Components of accumulated other comprehensive loss
|
|
|
|
||||
|
September 30, 2012
|
December 31, 2011
|
||||
Unrealized loss on financial instruments
|
$
|
(849
|
)
|
$
|
(1,040
|
)
|
Defined benefit plan liabilities
|
(137,608
|
)
|
(142,259
|
)
|
||
Equity in investee other comprehensive income
(1)
|
(8,476
|
)
|
(8,476
|
)
|
||
Other comprehensive loss before income tax effect
|
(146,933
|
)
|
(151,775
|
)
|
||
Income tax effect
(2)
|
16,040
|
|
17,187
|
|
||
Accumulated other comprehensive loss
|
$
|
(130,893
|
)
|
$
|
(134,588
|
)
|
(1)
|
The amount includes our equity in the other comprehensive income of Mt. Holly Aluminum Company.
|
|
September 30, 2012
|
December 31, 2011
|
||||
Unrealized loss on financial instruments
|
$
|
(657
|
)
|
$
|
(682
|
)
|
Defined benefit plan liabilities
|
16,191
|
|
17,311
|
|
||
Equity in investee other comprehensive income
|
506
|
|
558
|
|
15.
|
Components of net periodic benefit cost
|
|
Pension Benefits
|
||||||||||||
|
Three months ended September 30,
|
|
Nine months ended September 30,
|
||||||||||
|
2012
|
2011
|
|
2012
|
2011
|
||||||||
Service cost
|
$
|
701
|
|
$
|
783
|
|
|
$
|
2,102
|
|
$
|
2,350
|
|
Interest cost
|
1,717
|
|
1,744
|
|
|
5,153
|
|
5,231
|
|
||||
Expected return on plan assets
|
(1,740
|
)
|
(1,658
|
)
|
|
(5,222
|
)
|
(4,973
|
)
|
||||
Amortization of prior service cost
|
34
|
|
34
|
|
|
103
|
|
103
|
|
||||
Amortization of net loss
|
910
|
|
466
|
|
|
2,731
|
|
1,397
|
|
||||
Net periodic benefit cost
|
$
|
1,622
|
|
$
|
1,369
|
|
|
$
|
4,867
|
|
$
|
4,108
|
|
|
Other Postretirement Benefits ("OPEB")
|
||||||||||||
|
Three months ended September 30,
|
|
Nine months ended September 30,
|
||||||||||
|
2012
|
2011
|
|
2012
|
2011
|
||||||||
Service cost
|
$
|
448
|
|
$
|
417
|
|
|
$
|
1,343
|
|
$
|
1,251
|
|
Interest cost
|
1,378
|
|
1,433
|
|
|
4,135
|
|
4,295
|
|
||||
Expected return on plan assets
|
—
|
|
—
|
|
|
—
|
|
—
|
|
||||
Amortization of prior service cost (1)
|
(1,063
|
)
|
(1,063
|
)
|
|
(3,188
|
)
|
(31,751
|
)
|
||||
Amortization of net loss
|
1,652
|
|
1,357
|
|
|
4,956
|
|
13,706
|
|
||||
Net periodic benefit cost
|
$
|
2,415
|
|
$
|
2,144
|
|
|
$
|
7,246
|
|
$
|
(12,499
|
)
|
(1)
|
Plan amendments made in November 2010 resulted in a reduction in OPEB liability and a credit to accumulated other comprehensive loss. The resulting prior service benefit and actuarial losses were amortized ratably into income over the period November 1, 2010 to
September 30, 2011
at which time the CAWV OPEB plan terminated.
|
16.
|
Recently issued and adopted accounting standards
|
17.
|
Condensed consolidating financial information
|
CONDENSED CONSOLIDATING BALANCE SHEET
|
|||||||||||||||
As of September 30, 2012
|
|||||||||||||||
|
Combined Guarantor Subsidiaries
|
Combined Non-Guarantor Subsidiaries
|
The Company
|
Reclassifications and Eliminations
|
Consolidated
|
||||||||||
Assets:
|
|
|
|
|
|
||||||||||
Cash and cash equivalents
|
$
|
—
|
|
$
|
137,992
|
|
$
|
35,383
|
|
$
|
—
|
|
$
|
173,375
|
|
Accounts receivable — net
|
32,006
|
|
12,321
|
|
|
|
|
|
44,327
|
|
|||||
Due from affiliates
|
620,739
|
|
15,817
|
|
2,462,532
|
|
(3,059,333
|
)
|
39,755
|
|
|||||
Inventories
|
95,165
|
|
64,803
|
|
—
|
|
—
|
|
159,968
|
|
|||||
Prepaid and other current assets
|
4,799
|
|
37,585
|
|
5,869
|
|
—
|
|
48,253
|
|
|||||
Total current assets
|
752,709
|
|
268,518
|
|
2,503,784
|
|
(3,059,333
|
)
|
465,678
|
|
|||||
Investment in subsidiaries
|
41,827
|
|
—
|
|
(1,015,036
|
)
|
973,209
|
|
—
|
|
|||||
Property, plant and equipment — net
|
319,498
|
|
877,569
|
|
902
|
|
(325
|
)
|
1,197,644
|
|
|||||
Other assets
|
21,835
|
|
59,747
|
|
38,535
|
|
—
|
|
120,117
|
|
|||||
Total
|
$
|
1,135,869
|
|
$
|
1,205,834
|
|
$
|
1,528,185
|
|
$
|
(2,086,449
|
)
|
$
|
1,783,439
|
|
Liabilities:
|
|
|
|
|
|
||||||||||
Accounts payable, trade
|
$
|
40,054
|
|
$
|
37,124
|
|
$
|
1,094
|
|
$
|
—
|
|
$
|
78,272
|
|
Due to affiliates
|
2,105,832
|
|
105,203
|
|
210,154
|
|
(2,378,524
|
)
|
42,665
|
|
|||||
Accrued and other current liabilities
|
16,460
|
|
20,796
|
|
15,657
|
|
—
|
|
52,913
|
|
|||||
Accrued employee benefits costs — current portion
|
14,970
|
|
—
|
|
2,241
|
|
—
|
|
17,211
|
|
|||||
Industrial revenue bonds
|
7,815
|
|
|
|
|
|
|
|
7,815
|
|
|||||
Total current liabilities
|
2,185,131
|
|
163,123
|
|
229,146
|
|
(2,378,524
|
)
|
198,876
|
|
|||||
Senior notes payable
|
|
|
250,303
|
|
|
250,303
|
|
||||||||
Accrued pension benefit costs — less current portion
|
34,875
|
|
—
|
|
30,276
|
|
—
|
|
65,151
|
|
|||||
Accrued postretirement benefit costs — less current portion
|
123,727
|
|
—
|
|
5,608
|
|
—
|
|
129,335
|
|
|||||
Other liabilities/intercompany loan
|
64,513
|
|
653,140
|
|
3,201
|
|
(681,134
|
)
|
39,720
|
|
|||||
Deferred taxes
|
—
|
|
90,403
|
|
—
|
|
—
|
|
90,403
|
|
|||||
Total noncurrent liabilities
|
223,115
|
|
743,543
|
|
289,388
|
|
(681,134
|
)
|
574,912
|
|
|||||
Shareholders’ equity:
|
|
|
|
|
|
||||||||||
Preferred stock
|
—
|
|
—
|
|
1
|
|
—
|
|
1
|
|
|||||
Common stock
|
60
|
|
12
|
|
933
|
|
(72
|
)
|
933
|
|
|||||
Additional paid-in capital
|
302,659
|
|
149,743
|
|
2,507,254
|
|
(452,402
|
)
|
2,507,254
|
|
|||||
Treasury stock, at cost
|
—
|
|
—
|
|
(49,924
|
)
|
—
|
|
(49,924
|
)
|
|||||
Accumulated other comprehensive loss
|
(128,699
|
)
|
(1,487
|
)
|
(130,893
|
)
|
130,186
|
|
(130,893
|
)
|
|||||
Retained earnings (accumulated deficit)
|
(1,446,397
|
)
|
150,900
|
|
(1,317,720
|
)
|
1,295,497
|
|
(1,317,720
|
)
|
|||||
Total shareholders’ equity
|
(1,272,377
|
)
|
299,168
|
|
1,009,651
|
|
973,209
|
|
1,009,651
|
|
|||||
Total
|
$
|
1,135,869
|
|
$
|
1,205,834
|
|
$
|
1,528,185
|
|
$
|
(2,086,449
|
)
|
$
|
1,783,439
|
|
CONDENSED CONSOLIDATING BALANCE SHEET
|
|||||||||||||||
As of December 31, 2011
|
|||||||||||||||
|
Combined Guarantor Subsidiaries
|
Combined Non-Guarantor Subsidiaries
|
The Company
|
Reclassifications and Eliminations
|
Consolidated
|
||||||||||
Assets:
|
|
|
|
|
|
||||||||||
Cash and cash equivalents
|
$
|
—
|
|
$
|
159,157
|
|
$
|
24,244
|
|
$
|
—
|
|
$
|
183,401
|
|
Accounts receivable — net
|
40,062
|
|
7,585
|
|
—
|
|
—
|
|
47,647
|
|
|||||
Due from affiliates
|
616,830
|
|
13,517
|
|
2,474,727
|
|
(3,060,409
|
)
|
44,665
|
|
|||||
Inventories
|
96,197
|
|
75,764
|
|
—
|
|
—
|
|
171,961
|
|
|||||
Prepaid and other current assets
|
8,668
|
|
38,809
|
|
3,169
|
|
(10,000
|
)
|
40,646
|
|
|||||
Total current assets
|
761,757
|
|
294,832
|
|
2,502,140
|
|
(3,070,409
|
)
|
488,320
|
|
|||||
Investment in subsidiaries
|
36,965
|
|
—
|
|
(995,131
|
)
|
958,166
|
|
—
|
|
|||||
Property, plant and equipment — net
|
338,946
|
|
878,333
|
|
1,211
|
|
(265
|
)
|
1,218,225
|
|
|||||
Other assets
|
21,870
|
|
43,269
|
|
39,410
|
|
—
|
|
104,549
|
|
|||||
Total
|
$
|
1,159,538
|
|
$
|
1,216,434
|
|
$
|
1,547,630
|
|
$
|
(2,112,508
|
)
|
$
|
1,811,094
|
|
Liabilities:
|
|
|
|
|
|
||||||||||
Accounts payable, trade
|
$
|
43,215
|
|
$
|
42,278
|
|
$
|
679
|
|
$
|
—
|
|
$
|
86,172
|
|
Due to affiliates
|
2,103,687
|
|
78,411
|
|
205,651
|
|
(2,345,845
|
)
|
41,904
|
|
|||||
Accrued and other current liabilities
|
10,596
|
|
29,822
|
|
10,358
|
|
(10,000
|
)
|
40,776
|
|
|||||
Accrued employee benefits costs — current portion
|
14,267
|
|
—
|
|
2,431
|
|
—
|
|
16,698
|
|
|||||
Industrial revenue bonds
|
7,815
|
|
—
|
|
—
|
|
—
|
|
7,815
|
|
|||||
Total current liabilities
|
2,179,580
|
|
150,511
|
|
219,119
|
|
(2,355,845
|
)
|
193,365
|
|
|||||
Senior notes payable
|
—
|
|
—
|
|
249,512
|
|
—
|
|
249,512
|
|
|||||
Accrued pension benefit costs — less current portion
|
40,277
|
|
—
|
|
30,622
|
|
—
|
|
70,899
|
|
|||||
Accrued postretirement benefit costs — less current portion
|
122,609
|
|
—
|
|
5,469
|
|
—
|
|
128,078
|
|
|||||
Other liabilities/intercompany loan
|
63,369
|
|
686,834
|
|
4,631
|
|
(714,829
|
)
|
40,005
|
|
|||||
Deferred taxes
|
—
|
|
90,958
|
|
—
|
|
—
|
|
90,958
|
|
|||||
Total noncurrent liabilities
|
226,255
|
|
777,792
|
|
290,234
|
|
(714,829
|
)
|
579,452
|
|
|||||
Shareholders’ equity:
|
|
|
|
|
|
||||||||||
Preferred stock
|
—
|
|
—
|
|
1
|
|
—
|
|
1
|
|
|||||
Common stock
|
60
|
|
12
|
|
932
|
|
(72
|
)
|
932
|
|
|||||
Additional paid-in capital
|
297,300
|
|
144,383
|
|
2,506,842
|
|
(441,683
|
)
|
2,506,842
|
|
|||||
Treasury stock, at cost
|
—
|
|
—
|
|
(45,891
|
)
|
—
|
|
(45,891
|
)
|
|||||
Accumulated other comprehensive income (loss)
|
(132,235
|
)
|
(1,373
|
)
|
(134,588
|
)
|
133,608
|
|
(134,588
|
)
|
|||||
Retained earnings (accumulated deficit)
|
(1,411,422
|
)
|
145,109
|
|
(1,289,019
|
)
|
1,266,313
|
|
(1,289,019
|
)
|
|||||
Total shareholders’ equity
|
(1,246,297
|
)
|
288,131
|
|
1,038,277
|
|
958,166
|
|
1,038,277
|
|
|||||
Total
|
$
|
1,159,538
|
|
$
|
1,216,434
|
|
$
|
1,547,630
|
|
$
|
(2,112,508
|
)
|
$
|
1,811,094
|
|
CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS
|
|||||||||||||||
For the three months ended September 30, 2012
|
|||||||||||||||
|
Combined Guarantor Subsidiaries
|
Combined Non-Guarantor Subsidiaries
|
The Company
|
Reclassifications and Eliminations
|
Consolidated
|
||||||||||
NET SALES:
|
|
|
|
|
|
||||||||||
Third-party customers
|
$
|
123,525
|
|
$
|
46,498
|
|
$
|
—
|
|
$
|
—
|
|
$
|
170,023
|
|
Related parties
|
75,590
|
|
59,022
|
|
—
|
|
—
|
|
134,612
|
|
|||||
|
199,115
|
|
105,520
|
|
—
|
|
—
|
|
304,635
|
|
|||||
Cost of goods sold
|
210,417
|
|
90,968
|
|
—
|
|
—
|
|
301,385
|
|
|||||
Gross profit (loss)
|
(11,302
|
)
|
14,552
|
|
—
|
|
—
|
|
3,250
|
|
|||||
Other operating expenses – net
|
7,388
|
|
—
|
|
—
|
|
—
|
|
7,388
|
|
|||||
Selling, general and administrative expenses
|
7,530
|
|
1,652
|
|
—
|
|
—
|
|
9,182
|
|
|||||
Operating income (loss)
|
(26,220
|
)
|
12,900
|
|
—
|
|
—
|
|
(13,320
|
)
|
|||||
Interest expense – third party
|
(6,041
|
)
|
—
|
|
—
|
|
—
|
|
(6,041
|
)
|
|||||
Interest expense – affiliates
|
15,860
|
|
(15,860
|
)
|
—
|
|
—
|
|
—
|
|
|||||
Interest income – third party
|
4
|
|
68
|
|
—
|
|
—
|
|
72
|
|
|||||
Interest income – affiliates
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
|||||
Net loss on forward contracts
|
(340
|
)
|
—
|
|
—
|
|
—
|
|
(340
|
)
|
|||||
Other income (expense) - net
|
(48
|
)
|
7,696
|
|
—
|
|
—
|
|
7,648
|
|
|||||
Income (loss) before income taxes and equity in earnings of joint ventures
|
(16,785
|
)
|
4,804
|
|
—
|
|
—
|
|
(11,981
|
)
|
|||||
Income tax benefit (expense)
|
964
|
|
(2,132
|
)
|
—
|
|
—
|
|
(1,168
|
)
|
|||||
Income (loss) before equity in earnings of joint ventures
|
(15,821
|
)
|
2,672
|
|
—
|
|
—
|
|
(13,149
|
)
|
|||||
Equity in earnings (loss) of joint ventures
|
(638
|
)
|
1,126
|
|
(12,023
|
)
|
12,661
|
|
1,126
|
|
|||||
Net income (loss)
|
$
|
(16,459
|
)
|
$
|
3,798
|
|
$
|
(12,023
|
)
|
$
|
12,661
|
|
$
|
(12,023
|
)
|
CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS
|
|||||||||||||||
For the three months ended September 30, 2011
|
|||||||||||||||
|
Combined Guarantor Subsidiaries
|
Combined Non-Guarantor Subsidiaries
|
The Company
|
Reclassifications and Eliminations
|
Consolidated
|
||||||||||
NET SALES:
|
|
|
|
|
|
||||||||||
Third-party customers
|
$
|
139,865
|
|
$
|
62,733
|
|
$
|
—
|
|
$
|
—
|
|
$
|
202,598
|
|
Related parties
|
70,967
|
|
72,081
|
|
—
|
|
—
|
|
143,048
|
|
|||||
|
210,832
|
|
134,814
|
|
—
|
|
—
|
|
345,646
|
|
|||||
Cost of goods sold
|
232,810
|
|
101,512
|
|
—
|
|
—
|
|
334,322
|
|
|||||
Gross profit (loss)
|
(21,978
|
)
|
33,302
|
|
—
|
|
—
|
|
11,324
|
|
|||||
Other operating expenses – net
|
2,659
|
|
—
|
|
—
|
|
—
|
|
2,659
|
|
|||||
Selling, general and administrative expenses
|
7,391
|
|
559
|
|
—
|
|
—
|
|
7,950
|
|
|||||
Operating income (loss)
|
(32,028
|
)
|
32,743
|
|
—
|
|
—
|
|
715
|
|
|||||
Interest expense – third party
|
(5,951
|
)
|
—
|
|
—
|
|
—
|
|
(5,951
|
)
|
|||||
Interest expense – affiliates
|
17,005
|
|
(17,005
|
)
|
—
|
|
—
|
|
—
|
|
|||||
Interest income – third party
|
4
|
|
33
|
|
—
|
|
—
|
|
37
|
|
|||||
Interest income – affiliates
|
—
|
|
59
|
|
—
|
|
—
|
|
59
|
|
|||||
Net gain loss on forward contracts
|
4,163
|
|
—
|
|
—
|
|
—
|
|
4,163
|
|
|||||
Other expense - net
|
(595
|
)
|
(548
|
)
|
—
|
|
—
|
|
(1,143
|
)
|
|||||
Income (loss) before income taxes and equity in earnings of joint ventures
|
(17,402
|
)
|
15,282
|
|
—
|
|
—
|
|
(2,120
|
)
|
|||||
Income tax benefit (expense)
|
93
|
|
(5,480
|
)
|
—
|
|
—
|
|
(5,387
|
)
|
|||||
Income (loss) before equity in earnings of joint ventures
|
(17,309
|
)
|
9,802
|
|
—
|
|
—
|
|
(7,507
|
)
|
|||||
Equity in earnings of joint ventures
|
1,374
|
|
907
|
|
(6,600
|
)
|
5,226
|
|
907
|
|
|||||
Net income (loss)
|
$
|
(15,935
|
)
|
$
|
10,709
|
|
$
|
(6,600
|
)
|
$
|
5,226
|
|
$
|
(6,600
|
)
|
CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS
|
|||||||||||||||
For the nine months ended September 30, 2012
|
|||||||||||||||
|
Combined Guarantor Subsidiaries
|
Combined Non-Guarantor Subsidiaries
|
The Company
|
Reclassifications and Eliminations
|
Consolidated
|
||||||||||
NET SALES:
|
|
|
|
|
|
||||||||||
Third-party customers
|
$
|
391,100
|
|
$
|
151,784
|
|
$
|
—
|
|
$
|
—
|
|
$
|
542,884
|
|
Related parties
|
226,589
|
|
184,971
|
|
—
|
|
—
|
|
411,560
|
|
|||||
|
617,689
|
|
336,755
|
|
—
|
|
—
|
|
954,444
|
|
|||||
Cost of goods sold
|
640,650
|
|
283,995
|
|
—
|
|
—
|
|
924,645
|
|
|||||
Gross profit (loss)
|
(22,961
|
)
|
52,760
|
|
—
|
|
—
|
|
29,799
|
|
|||||
Other operating expenses – net
|
14,926
|
|
—
|
|
—
|
|
—
|
|
14,926
|
|
|||||
Selling, general and administrative expenses
|
23,747
|
|
1,045
|
|
—
|
|
—
|
|
24,792
|
|
|||||
Operating income (loss)
|
(61,634
|
)
|
51,715
|
|
—
|
|
—
|
|
(9,919
|
)
|
|||||
Interest expense – third party
|
(17,966
|
)
|
—
|
|
—
|
|
—
|
|
(17,966
|
)
|
|||||
Interest expense – affiliates
|
48,108
|
|
(48,108
|
)
|
—
|
|
—
|
|
—
|
|
|||||
Interest income – third party
|
19
|
|
305
|
|
—
|
|
—
|
|
324
|
|
|||||
Interest income – affiliates
|
—
|
|
62
|
|
—
|
|
—
|
|
62
|
|
|||||
Net loss on forward contracts
|
(4,049
|
)
|
—
|
|
—
|
|
—
|
|
(4,049
|
)
|
|||||
Other income - net
|
750
|
|
7,365
|
|
—
|
|
—
|
|
8,115
|
|
|||||
Income (loss) before income taxes and equity in earnings of joint ventures
|
(34,772
|
)
|
11,339
|
|
—
|
|
—
|
|
(23,433
|
)
|
|||||
Income tax benefit (expense)
|
279
|
|
(7,663
|
)
|
—
|
|
—
|
|
(7,384
|
)
|
|||||
Income (loss) before equity in earnings of joint ventures
|
(34,493
|
)
|
3,676
|
|
—
|
|
—
|
|
(30,817
|
)
|
|||||
Equity in earnings (loss) of joint ventures
|
(482
|
)
|
2,116
|
|
(28,701
|
)
|
29,183
|
|
2,116
|
|
|||||
Net income (loss)
|
$
|
(34,975
|
)
|
$
|
5,792
|
|
$
|
(28,701
|
)
|
$
|
29,183
|
|
$
|
(28,701
|
)
|
CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS
|
|||||||||||||||
For the nine months ended September 30, 2011
|
|||||||||||||||
|
Combined Guarantor Subsidiaries
|
Combined Non-Guarantor Subsidiaries
|
The Company
|
Reclassifications and Eliminations
|
Consolidated
|
||||||||||
NET SALES:
|
|
|
|
|
|
||||||||||
Third-party customers
|
$
|
413,404
|
|
$
|
184,597
|
|
$
|
—
|
|
$
|
—
|
|
$
|
598,001
|
|
Related parties
|
222,030
|
|
218,229
|
|
—
|
|
—
|
|
440,259
|
|
|||||
|
635,434
|
|
402,826
|
|
—
|
|
—
|
|
1,038,260
|
|
|||||
Cost of goods sold
|
632,515
|
|
302,591
|
|
—
|
|
—
|
|
935,106
|
|
|||||
Gross profit
|
2,919
|
|
100,235
|
|
—
|
|
—
|
|
103,154
|
|
|||||
Other operating income – net
|
(8,430
|
)
|
—
|
|
—
|
|
—
|
|
(8,430
|
)
|
|||||
Selling, general and administrative expenses
|
33,105
|
|
4,011
|
|
—
|
|
—
|
|
37,116
|
|
|||||
Operating income (loss)
|
(21,756
|
)
|
96,224
|
|
—
|
|
—
|
|
74,468
|
|
|||||
Interest expense – third party
|
(19,114
|
)
|
—
|
|
—
|
|
—
|
|
(19,114
|
)
|
|||||
Interest expense – affiliates
|
51,677
|
|
(51,677
|
)
|
—
|
|
—
|
|
—
|
|
|||||
Interest income – third party
|
47
|
|
210
|
|
—
|
|
—
|
|
257
|
|
|||||
Interest income – affiliates
|
—
|
|
242
|
|
—
|
|
—
|
|
242
|
|
|||||
Net loss on forward contracts
|
(2,263
|
)
|
—
|
|
—
|
|
—
|
|
(2,263
|
)
|
|||||
Other expense - net
|
(879
|
)
|
(719
|
)
|
—
|
|
—
|
|
(1,598
|
)
|
|||||
Income before income taxes and equity in earnings of joint ventures
|
7,712
|
|
44,280
|
|
—
|
|
—
|
|
51,992
|
|
|||||
Income tax benefit (expense)
|
3,683
|
|
(15,829
|
)
|
—
|
|
—
|
|
(12,146
|
)
|
|||||
Income before equity in earnings of joint ventures
|
11,395
|
|
28,451
|
|
—
|
|
—
|
|
39,846
|
|
|||||
Equity in earnings of joint ventures
|
3,982
|
|
2,586
|
|
42,432
|
|
(46,414
|
)
|
2,586
|
|
|||||
Net income (loss)
|
$
|
15,377
|
|
$
|
31,037
|
|
$
|
42,432
|
|
$
|
(46,414
|
)
|
$
|
42,432
|
|
CONDENSED CONSOLIDATING STATEMENT OF COMPREHENSIVE INCOME (LOSS)
|
|||||||||||||||
For the three months ended September 30, 2012
|
|||||||||||||||
|
Combined Guarantor Subsidiaries
|
Combined Non-Guarantor Subsidiaries
|
The Company
|
Reclassifications and Eliminations
|
Consolidated
|
||||||||||
Comprehensive income (loss):
|
|
|
|
|
|
||||||||||
Net income (loss)
|
$
|
(16,459
|
)
|
$
|
3,798
|
|
$
|
(12,023
|
)
|
$
|
12,661
|
|
$
|
(12,023
|
)
|
Other comprehensive income (loss) before income tax effect:
|
|
|
|
|
|
||||||||||
Net unrealized gain (loss) on financial instruments
|
2
|
|
—
|
|
2
|
|
(2
|
)
|
2
|
|
|||||
Net loss (gain) reclassified to income on financial instruments
|
68
|
|
—
|
|
68
|
|
(68
|
)
|
68
|
|
|||||
Net gain on foreign currency cash flow hedges reclassified to income
|
—
|
|
(47
|
)
|
(47
|
)
|
47
|
|
(47
|
)
|
|||||
Defined benefit plans and other postretirement benefits:
|
|
|
|
|
|
||||||||||
Net gain (loss) arising during the period
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
|||||
Amortization of prior service benefit during the period
|
(1,037
|
)
|
—
|
|
(1,029
|
)
|
1,037
|
|
(1,029
|
)
|
|||||
Amortization of net loss during the period
|
2,306
|
|
—
|
|
2,562
|
|
(2,306
|
)
|
2,562
|
|
|||||
Other comprehensive income (loss) before income tax effect
|
1,339
|
|
(47
|
)
|
1,556
|
|
(1,292
|
)
|
1,556
|
|
|||||
Income tax effect
|
(4
|
)
|
9
|
|
(382
|
)
|
(5
|
)
|
(382
|
)
|
|||||
Other comprehensive income (loss)
|
1,335
|
|
(38
|
)
|
1,174
|
|
(1,297
|
)
|
1,174
|
|
|||||
Comprehensive income (loss)
|
$
|
(15,124
|
)
|
$
|
3,760
|
|
$
|
(10,849
|
)
|
$
|
11,364
|
|
$
|
(10,849
|
)
|
CONDENSED CONSOLIDATING STATEMENT OF COMPREHENSIVE INCOME (LOSS)
|
|||||||||||||||
For the three months ended September 30, 2011
|
|||||||||||||||
|
Combined Guarantor Subsidiaries
|
Combined Non-Guarantor Subsidiaries
|
The Company
|
Reclassifications and Eliminations
|
Consolidated
|
||||||||||
Comprehensive income (loss):
|
|
|
|
|
|
||||||||||
Net income (loss)
|
$
|
(15,935
|
)
|
$
|
10,709
|
|
$
|
(6,600
|
)
|
$
|
5,226
|
|
$
|
(6,600
|
)
|
Other comprehensive income (loss) before income tax effect:
|
|
|
|
|
|
||||||||||
Net unrealized gain (loss) on financial instruments
|
(16
|
)
|
—
|
|
(16
|
)
|
16
|
|
(16
|
)
|
|||||
Net loss (gain) reclassified to income on financial instruments
|
(16
|
)
|
—
|
|
(16
|
)
|
16
|
|
(16
|
)
|
|||||
Net gain on foreign currency cash flow hedges reclassified to income
|
—
|
|
(47
|
)
|
(47
|
)
|
47
|
|
(47
|
)
|
|||||
Defined benefit plans and other postretirement benefits:
|
|
|
|
|
|
||||||||||
Net gain (loss) arising during the period
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
|||||
Amortization of prior service benefit during the period
|
(1,036
|
)
|
—
|
|
(1,028
|
)
|
1,036
|
|
(1,028
|
)
|
|||||
Amortization of net loss during the period
|
1,687
|
|
—
|
|
1,823
|
|
(1,687
|
)
|
1,823
|
|
|||||
Other comprehensive income (loss) before income tax effect
|
619
|
|
(47
|
)
|
716
|
|
(572
|
)
|
716
|
|
|||||
Income tax effect
|
(5
|
)
|
9
|
|
(383
|
)
|
(4
|
)
|
(383
|
)
|
|||||
Other comprehensive income (loss)
|
614
|
|
(38
|
)
|
333
|
|
(576
|
)
|
333
|
|
|||||
Comprehensive income (loss)
|
$
|
(15,321
|
)
|
$
|
10,671
|
|
$
|
(6,267
|
)
|
$
|
4,650
|
|
$
|
(6,267
|
)
|
CONDENSED CONSOLIDATING STATEMENT OF COMPREHENSIVE INCOME (LOSS)
|
|||||||||||||||
For the nine months ended September 30, 2012
|
|||||||||||||||
|
Combined Guarantor Subsidiaries
|
Combined Non-Guarantor Subsidiaries
|
The Company
|
Reclassifications and Eliminations
|
Consolidated
|
||||||||||
Comprehensive income (loss):
|
|
|
|
|
|
||||||||||
Net income (loss)
|
$
|
(34,975
|
)
|
$
|
5,792
|
|
$
|
(28,701
|
)
|
$
|
29,183
|
|
$
|
(28,701
|
)
|
Other comprehensive income (loss) before income tax effect:
|
|
|
|
|
|
||||||||||
Net unrealized gain (loss) on financial instruments
|
(218
|
)
|
—
|
|
(218
|
)
|
218
|
|
(218
|
)
|
|||||
Net loss (gain) reclassified to income on financial instruments
|
549
|
|
—
|
|
549
|
|
(549
|
)
|
549
|
|
|||||
Net gain on foreign currency cash flow hedges reclassified to income
|
—
|
|
(140
|
)
|
(140
|
)
|
140
|
|
(140
|
)
|
|||||
Defined benefit plans and other postretirement benefits:
|
|
|
|
|
|
||||||||||
Net gain (loss) arising during the period
|
—
|
|
—
|
|
49
|
|
—
|
|
49
|
|
|||||
Amortization of prior service benefit during the period
|
(3,109
|
)
|
—
|
|
(3,085
|
)
|
3,109
|
|
(3,085
|
)
|
|||||
Amortization of net loss during the period
|
6,919
|
|
—
|
|
7,687
|
|
(6,919
|
)
|
7,687
|
|
|||||
Other comprehensive income (loss) before income tax effect
|
4,141
|
|
(140
|
)
|
4,842
|
|
(4,001
|
)
|
4,842
|
|
|||||
Income tax effect
|
(605
|
)
|
26
|
|
(1,147
|
)
|
579
|
|
(1,147
|
)
|
|||||
Other comprehensive income (loss)
|
3,536
|
|
(114
|
)
|
3,695
|
|
(3,422
|
)
|
3,695
|
|
|||||
Comprehensive income (loss)
|
$
|
(31,439
|
)
|
$
|
5,678
|
|
$
|
(25,006
|
)
|
$
|
25,761
|
|
$
|
(25,006
|
)
|
CONDENSED CONSOLIDATING STATEMENT OF COMPREHENSIVE INCOME (LOSS)
|
|||||||||||||||
For the nine months ended September 30, 2011
|
|||||||||||||||
|
Combined Guarantor Subsidiaries
|
Combined Non-Guarantor Subsidiaries
|
The Company
|
Reclassifications and Eliminations
|
Consolidated
|
||||||||||
Comprehensive income (loss):
|
|
|
|
|
|
||||||||||
Net income (loss)
|
$
|
15,377
|
|
$
|
31,037
|
|
$
|
42,432
|
|
$
|
(46,414
|
)
|
$
|
42,432
|
|
Other comprehensive income (loss) before income tax effect:
|
|
|
|
|
|
||||||||||
Net unrealized gain (loss) on financial instruments
|
(49
|
)
|
—
|
|
(49
|
)
|
49
|
|
(49
|
)
|
|||||
Net loss (gain) reclassified to income on financial instruments
|
(66
|
)
|
—
|
|
(66
|
)
|
66
|
|
(66
|
)
|
|||||
Net gain on foreign currency cash flow hedges reclassified to income
|
—
|
|
(139
|
)
|
(139
|
)
|
139
|
|
(139
|
)
|
|||||
Defined benefit plans and other postretirement benefits:
|
|
|
|
|
|
||||||||||
Net gain (loss) arising during the period
|
(5,769
|
)
|
—
|
|
(5,769
|
)
|
5,769
|
|
(5,769
|
)
|
|||||
Amortization of prior service benefit during the period
|
(31,672
|
)
|
—
|
|
(31,648
|
)
|
31,672
|
|
(31,648
|
)
|
|||||
Amortization of net loss during the period
|
14,696
|
|
—
|
|
15,103
|
|
(14,696
|
)
|
15,103
|
|
|||||
Other comprehensive income (loss) before income tax effect
|
(22,860
|
)
|
(139
|
)
|
(22,568
|
)
|
22,999
|
|
(22,568
|
)
|
|||||
Income tax effect
|
(1,655
|
)
|
24
|
|
(5,357
|
)
|
1,631
|
|
(5,357
|
)
|
|||||
Other comprehensive income (loss)
|
(24,515
|
)
|
(115
|
)
|
(27,925
|
)
|
24,630
|
|
(27,925
|
)
|
|||||
Comprehensive income (loss)
|
$
|
(9,138
|
)
|
$
|
30,922
|
|
$
|
14,507
|
|
$
|
(21,784
|
)
|
$
|
14,507
|
|
CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS
|
||||||||||||
For the nine months ended September 30, 2012
|
||||||||||||
|
Combined Guarantor Subsidiaries
|
Combined Non-Guarantor Subsidiaries
|
The Company
|
Consolidated
|
||||||||
Net cash provided by operating activities
|
$
|
11,824
|
|
$
|
9,261
|
|
$
|
—
|
|
$
|
21,085
|
|
Investing activities:
|
|
|
|
|
||||||||
Purchase of property, plant and equipment
|
(4,102
|
)
|
(6,219
|
)
|
(78
|
)
|
(10,399
|
)
|
||||
Nordural expansion - Helguvik
|
—
|
|
(5,474
|
)
|
—
|
|
(5,474
|
)
|
||||
Purchase of carbon anode assets
|
(14,185
|
)
|
—
|
|
—
|
|
(14,185
|
)
|
||||
Investments in and advances to joint ventures
|
—
|
|
—
|
|
(275
|
)
|
(275
|
)
|
||||
Payments received on advances to joint ventures
|
—
|
|
—
|
|
3,166
|
|
3,166
|
|
||||
Proceeds from the sale of property, plant and equipment
|
—
|
|
89
|
|
—
|
|
89
|
|
||||
Net cash provided by (used in) investing activities
|
(18,287
|
)
|
(11,604
|
)
|
2,813
|
|
(27,078
|
)
|
||||
Financing activities:
|
|
|
|
|
||||||||
Borrowings under revolving credit facility
|
—
|
|
—
|
|
18,076
|
|
18,076
|
|
||||
Repayments under revolving credit facility
|
—
|
|
—
|
|
(18,076
|
)
|
(18,076
|
)
|
||||
Intercompany transactions
|
6,463
|
|
(18,822
|
)
|
12,359
|
|
—
|
|
||||
Repurchase of common stock
|
—
|
|
—
|
|
(4,033
|
)
|
(4,033
|
)
|
||||
Net cash provided by (used in) financing activities
|
6,463
|
|
(18,822
|
)
|
8,326
|
|
(4,033
|
)
|
||||
Net change in cash and cash equivalents
|
—
|
|
(21,165
|
)
|
11,139
|
|
(10,026
|
)
|
||||
Cash and cash equivalents, beginning of the period
|
—
|
|
159,157
|
|
24,244
|
|
183,401
|
|
||||
Cash and cash equivalents, end of the period
|
$
|
—
|
|
$
|
137,992
|
|
$
|
35,383
|
|
$
|
173,375
|
|
CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS
|
||||||||||||
For the nine months ended September 30, 2011
|
||||||||||||
|
Combined Guarantor Subsidiaries
|
Combined Non-Guarantor Subsidiaries
|
The Company
|
Consolidated
|
||||||||
Net cash provided by operating activities
|
$
|
277
|
|
$
|
10,817
|
|
$
|
—
|
|
$
|
11,094
|
|
Investing activities:
|
|
|
|
|
||||||||
Purchase of property, plant and equipment
|
(4,836
|
)
|
(5,648
|
)
|
(384
|
)
|
(10,868
|
)
|
||||
Nordural expansion - Helguvik
|
—
|
|
(10,335
|
)
|
—
|
|
(10,335
|
)
|
||||
Proceeds from the sale of property, plant and equipment
|
1,415
|
|
56
|
|
—
|
|
1,471
|
|
||||
Investments in and advances to joint ventures
|
—
|
|
—
|
|
(13
|
)
|
(13
|
)
|
||||
Payments received on advances to joint ventures
|
—
|
|
—
|
|
3,056
|
|
3,056
|
|
||||
Net change in restricted cash
|
3,673
|
|
—
|
|
—
|
|
3,673
|
|
||||
Net cash provided by (used in) investing activities
|
252
|
|
(15,927
|
)
|
2,659
|
|
(13,016
|
)
|
||||
Financing activities:
|
|
|
|
|
||||||||
Repayments of long-term debt
|
—
|
|
—
|
|
(47,067
|
)
|
(47,067
|
)
|
||||
Repayment of contingent obligation
|
(189
|
)
|
—
|
|
—
|
|
(189
|
)
|
||||
Borrowings under revolving credit facility
|
—
|
|
—
|
|
15,900
|
|
15,900
|
|
||||
Repayments under revolving credit facility
|
—
|
|
—
|
|
(15,900
|
)
|
(15,900
|
)
|
||||
Intercompany transactions
|
(340
|
)
|
(25,750
|
)
|
26,090
|
|
—
|
|
||||
Repurchase of common stock
|
—
|
|
—
|
|
(38,806
|
)
|
(38,806
|
)
|
||||
Issuance of common stock - net
|
—
|
|
—
|
|
83
|
|
83
|
|
||||
Net cash used in financing activities
|
(529
|
)
|
(25,750
|
)
|
(59,700
|
)
|
(85,979
|
)
|
||||
Net change in cash and cash equivalents
|
—
|
|
(30,860
|
)
|
(57,041
|
)
|
(87,901
|
)
|
||||
Cash and cash equivalents, beginning of the period
|
—
|
|
214,923
|
|
89,373
|
|
304,296
|
|
||||
Cash and cash equivalents, end of the period
|
$
|
—
|
|
$
|
184,063
|
|
$
|
32,332
|
|
$
|
216,395
|
|
18.
|
Subsequent events
|
•
|
Our business objectives, strategies and initiatives, the growth of our business and our competitive position and prospects;
|
•
|
Our assessment of significant economic, financial, political and other factors and developments that may affect our results, including currency risks;
|
•
|
Our assessment of the aluminum market, aluminum prices, aluminum financing, inventories and warehousing arrangements and other similar matters;
|
•
|
Aluminum prices and their effect on our financial position and results of operations;
|
•
|
Future construction investment and development of our facility in Helguvik, Iceland and with respect to the Century Vlissingen project, including our discussions regarding power purchase agreements, future capital expenditures, the costs of completion or cancellation, production capacity and the sources of funding for the facility;
|
•
|
Our hedging and other strategies to mitigate risk and their potential effects;
|
•
|
Our curtailed operations, including the potential restart of curtailed operations at Ravenswood, and potential curtailment of other domestic assets;
|
•
|
Our procurement of electricity, alumina, carbon products and other raw materials and our assessment of pricing and other terms relating thereto including the potential benefits of the amended Santee Cooper Service Agreement and the potential benefits to be provided to Grundartangi and our planned Helguvik smelter from the recent purchase by Century Vlissingen of carbon anode assets in the Netherlands;
|
•
|
Our ability to access the wholesale power market for Hawesville and a favorable conclusion of the West Virginia Public Service Commission proceedings for Ravenswood;
|
•
|
Estimates of our pension and other postemployment liabilities and future payments, deferred income tax assets and property plant and equipment impairment, environmental liabilities and other contingent liabilities and contractual commitments;
|
•
|
Our agreement in principle with the CAWV retirees and any contributions to a voluntary employee benefit association relating to that agreement;
|
•
|
Changes in, or the elimination of, the retiree medical benefit plans and programs of certain of our subsidiaries and their effect on our financial position and results of operation;
|
•
|
Discussions with the Pension Benefit Guaranty Corporation regarding our Ravenswood facility;
|
•
|
Critical accounting policies and estimates, the impact or anticipated impact of recent accounting pronouncements or changes in accounting principle;
|
•
|
Our anticipated tax liabilities, benefits or refunds;
|
•
|
Our assessment of the ultimate outcome of outstanding litigation, including litigation with our former Chief Executive Officer, and environmental matters, including future potential payments in connection with the St. Croix Hydrocarbon Recovery Plan, and liabilities relating thereto;
|
•
|
Compliance with laws and regulations and the effect of future laws and regulations;
|
•
|
Expected timing for the relocation of our corporate headquarters;
|
•
|
Our capital resources, projected financing sources and projected uses of capital including with respect to the E. ON contingent obligation, the Century Vlissingen and Helguvik projects; and
|
•
|
Our debt levels and intentions to incur or repay debt in the future.
|
|
Three months ended September 30,
|
Nine months ended September 30,
|
||||||||||
|
2012
|
2011
|
2012
|
2011
|
||||||||
|
(In thousands, except per share data)
|
|||||||||||
Net sales:
|
|
|
|
|
||||||||
Third-party customers
|
$
|
170,023
|
|
$
|
202,598
|
|
$
|
542,884
|
|
$
|
598,001
|
|
Related parties
|
134,612
|
|
143,048
|
|
411,560
|
|
440,259
|
|
||||
Total
|
$
|
304,635
|
|
$
|
345,646
|
|
$
|
954,444
|
|
$
|
1,038,260
|
|
Gross profit
|
$
|
3,250
|
|
$
|
11,324
|
|
$
|
29,799
|
|
$
|
103,154
|
|
Net income (loss)
|
$
|
(12,023
|
)
|
$
|
(6,600
|
)
|
$
|
(28,701
|
)
|
$
|
42,432
|
|
Earnings (loss) per common share:
|
|
|
|
|
||||||||
Basic and Diluted
|
$
|
(0.14
|
)
|
$
|
(0.07
|
)
|
$
|
(0.32
|
)
|
$
|
0.42
|
|
|
Three months ended September 30,
|
Nine months ended September 30,
|
||||||
|
2012
|
2011
|
2012
|
2011
|
||||
Shipments – primary aluminum (metric tons):
|
|
|
|
|
||||
Direct
|
95,747
|
|
82,236
|
|
283,665
|
|
247,224
|
|
Toll
|
67,684
|
|
68,596
|
|
200,561
|
|
199,269
|
|
Total
|
163,431
|
|
150,832
|
|
484,226
|
|
446,493
|
|
Net sales (in millions)
|
2012
|
2011
|
$ Difference
|
% Difference
|
|||||||
Three months ended September 30,
|
$
|
304.6
|
|
$
|
345.6
|
|
$
|
(41.0
|
)
|
(11.9
|
)%
|
Nine months ended September 30,
|
$
|
954.4
|
|
$
|
1,038.3
|
|
$
|
(83.9
|
)
|
(8.1
|
)%
|
Gross profit (in millions)
|
2012
|
2011
|
$ Difference
|
% Difference
|
|||||||
Three months ended September 30,
|
$
|
3.3
|
|
$
|
11.3
|
|
$
|
(8.0
|
)
|
(70.8
|
)%
|
Nine months ended September 30,
|
$
|
29.8
|
|
$
|
103.2
|
|
$
|
(73.4
|
)
|
(71.1
|
)%
|
Other operating expenses (income) - net (in millions)
|
2012
|
2011
|
$ Difference
|
% Difference
|
|||||||
Three months ended September 30,
|
$
|
7.4
|
|
$
|
2.7
|
|
$
|
4.7
|
|
174.1
|
%
|
Nine months ended September 30,
|
$
|
14.9
|
|
$
|
(8.4
|
)
|
$
|
23.3
|
|
(277.4
|
)%
|
Selling, general and administrative expenses (in millions)
|
2012
|
2011
|
$ Difference
|
% Difference
|
|||||||
Three months ended September 30,
|
$
|
9.2
|
|
$
|
8.0
|
|
$
|
1.2
|
|
15.0
|
%
|
Nine months ended September 30,
|
$
|
24.8
|
|
$
|
37.1
|
|
$
|
(12.3
|
)
|
(33.2
|
)%
|
Net gain (loss) on forward contracts (in millions)
|
2012
|
2011
|
$ Difference
|
% Difference
|
|||||||
Three months ended September 30,
|
$
|
(0.3
|
)
|
$
|
4.2
|
|
$
|
(4.5
|
)
|
(107.1
|
)%
|
Nine months ended September 30,
|
$
|
(4.0
|
)
|
$
|
(2.3
|
)
|
$
|
(1.7
|
)
|
73.9
|
%
|
Other income (expense) - net (in millions)
|
2012
|
2011
|
$ Difference
|
% Difference
|
|||||||
Three months ended September 30,
|
$
|
7.6
|
|
$
|
(1.1
|
)
|
$
|
8.7
|
|
(790.9
|
)%
|
Nine months ended September 30,
|
$
|
8.1
|
|
$
|
(1.6
|
)
|
$
|
9.7
|
|
(606.3
|
)%
|
Income tax expense (in millions)
|
2012
|
2011
|
$ Difference
|
% Difference
|
|||||||
Three months ended September 30,
|
$
|
(1.2
|
)
|
$
|
(5.4
|
)
|
$
|
4.2
|
|
(77.8
|
)%
|
Nine months ended September 30,
|
$
|
(7.4
|
)
|
$
|
(12.1
|
)
|
$
|
4.7
|
|
(38.8
|
)%
|
Equity in the earnings of joint ventures (in millions)
|
2012
|
2011
|
$ Difference
|
% Difference
|
|||||||
Three months ended September 30,
|
$
|
1.1
|
|
$
|
0.9
|
|
$
|
0.2
|
|
22.2
|
%
|
Nine months ended September 30,
|
$
|
2.1
|
|
$
|
2.6
|
|
$
|
(0.5
|
)
|
(19.2
|
)%
|
|
Nine months ended September 30,
|
|||||
|
2012
|
2011
|
||||
|
(dollars in thousands)
|
|||||
Net cash provided by operating activities
|
$
|
21,085
|
|
$
|
11,094
|
|
Net cash used in investing activities
|
(27,078
|
)
|
(13,016
|
)
|
||
Net cash used in financing activities
|
(4,033
|
)
|
(85,979
|
)
|
||
Net change in cash and cash equivalents
|
$
|
(10,026
|
)
|
$
|
(87,901
|
)
|
|
September 30, 2012
|
December 31, 2011
|
||
|
(in metric tons)
|
|||
Other forward delivery contracts – total
|
28,511
|
|
41,504
|
|
Other forward delivery contracts – Glencore
|
1,420
|
|
3,423
|
|
Other forward delivery contracts – fixed price
|
20
|
|
41
|
|
2012 Periods
|
Total Number of Shares Purchased
|
Average Price Paid per Share
|
Total Number of Shares Purchased as Part of Publicly Announced Programs
|
Approximate Dollar Value of Shares that May Yet Be Purchased Under the Program
|
July 1 – July 30
|
—
|
—
|
—
|
$10,076,076
|
August 1 – August 31
|
—
|
—
|
—
|
$10,076,076
|
September 1 – September 30
|
—
|
—
|
—
|
$10,076,076
|
Total for quarter ended September 30, 2012
|
—
|
|
—
|
|
Exhibit Number
|
Description of Exhibit
|
Incorporated by Reference
|
Filed Herewith
|
||
Form
|
File No.
|
Filing Date
|
|||
3.1
|
Amended and Restated Certificate of Incorporation of Century Aluminum Company
|
|
|
|
X
|
3.2
|
Amended and Restated Bylaws of Century Aluminum Company
|
8-K
|
001-34474
|
September 18, 2012
|
|
31.1
|
Rule 13a-14(a)/15d-14(a) Certifications of the Chief Executive Officer and Principal Financial Officer
|
|
|
|
X
|
32.1*
|
Section 1350 Certifications
|
|
|
|
X
|
101.INS**
|
XBRL Instance Document
|
|
|
|
X
|
101.SCH**
|
XBRL Taxonomy Extension Schema
|
|
|
|
X
|
101.CAL**
|
XBRL Taxonomy Extension Calculation Linkbase
|
|
|
|
X
|
101.DEF**
|
XBRL Taxonomy Extension Definition Linkbase
|
|
|
|
X
|
101.LAB**
|
XBRL Taxonomy Extension Label Linkbase
|
|
|
|
X
|
101.PRE**
|
XBRL Taxonomy Extension Presentation Linkbase
|
|
|
|
X
|
|
|
|
|
Century Aluminum Company
|
|
|
|
|
|
Date:
|
November 9, 2012
|
|
By:
|
/s/ MICHAEL A. BLESS
|
|
|
|
|
Michael A. Bless
|
|
|
|
|
President and Chief Executive Officer
(Principal Executive Officer and Principal Financial Officer)
|
Exhibit Number
|
Description of Exhibit
|
Incorporated by Reference
|
Filed Herewith
|
||
Form
|
File No.
|
Filing Date
|
|||
3.1
|
Amended and Restated Certificate of Incorporation of Century Aluminum Company
|
|
|
|
X
|
3.2
|
Amended and Restated Bylaws of Century Aluminum Company
|
8-K
|
001-34474
|
September 18, 2012
|
|
31.1
|
Rule 13a-14(a)/15d-14(a) Certifications of the Chief Executive Officer and Principal Financial Officer
|
|
|
|
X
|
32.1*
|
Section 1350 Certifications
|
|
|
|
X
|
101.INS**
|
XBRL Instance Document
|
|
|
|
X
|
101.SCH**
|
XBRL Taxonomy Extension Schema
|
|
|
|
X
|
101.CAL**
|
XBRL Taxonomy Extension Calculation Linkbase
|
|
|
|
X
|
101.DEF**
|
XBRL Taxonomy Extension Definition Linkbase
|
|
|
|
X
|
101.LAB**
|
XBRL Taxonomy Extension Label Linkbase
|
|
|
|
X
|
101.PRE**
|
XBRL Taxonomy Extension Presentation Linkbase
|
|
|
|
X
|
|
CENTURY ALUMINUM COMPANY
|
|
By:
|
/s/ William J. Leatherberry
|
|
|
Name:
Title:
|
William J. Leatherberry
Executive Vice President, Chief Legal Officer, General Counsel and Secretary
|
1)
|
I have reviewed this quarterly report on Form 10-Q of Century Aluminum Company;
|
2)
|
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;
|
3)
|
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;
|
4)
|
The registrant's other certifying officer(s) 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
|
5)
|
The registrant's other certifying officer(s) 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:
|
November 9, 2012
|
|
|
|
/s/ MICHAEL A. BLESS
|
|
|
Name: Michael A. Bless
|
|
|
Title: President and Chief Executive Officer
(Principal Executive Officer and Principal Financial Officer)
|
1.
|
This Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
|
2.
|
The information contained in this Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
|
/s/ MICHAEL A. BLESS
|
|
By:
|
Michael A. Bless
|
|
Title:
|
President and Chief Executive Officer (Principal Executive Officer and Principal Financial Officer)
|
|
Date:
|
November 9, 2012
|
|