Delaware
(State or other jurisdiction of incorporation or organization)
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13-3070826
(IRS Employer Identification No.)
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One South Wacker Drive
Suite 1000
Chicago, Illinois
(Address of registrant’s principal offices)
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60606
(Zip Code)
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Title of each class:
|
Name of each exchange on which registered:
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Common Stock, $0.01 par value per share
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NASDAQ Stock Market LLC
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Preferred Stock Purchase Rights
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(NASDAQ Global Select Market)
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Large Accelerated Filer
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¨
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Accelerated Filer
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ý
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Non-Accelerated Filer
(Do not check if a smaller reporting company)
|
¨
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Smaller Reporting Company
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¨
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TABLE OF CONTENTS
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PAGE
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PART I
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|
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PART II
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|
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PART III
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|
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PART IV
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|
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||
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•
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Our business objectives, strategies and initiatives, the growth of our business (including with respect to production and production capacity) and our competitive position and prospects;
|
•
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Our assessment of significant economic, financial, political and other factors and developments outside of our control that may affect our results, including currency risks and other risks relating to our international operations;
|
•
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Our assessment of the aluminum market, aluminum prices, aluminum financing, inventories and warehousing arrangements and other similar matters;
|
•
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Aluminum prices, regional delivery premiums and product premiums and their effect on our financial position and results of operations;
|
•
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The cyclical nature of the aluminum industry;
|
•
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Disruptions to, or changes in the terms of, our raw material and electrical power supply agreements and our “take-or-pay” commitments;
|
•
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Future construction investment and development, including at the Helguvik Project, the Century Vlissingen project and our expansion project at Grundartangi, including our discussions regarding securing sufficient amounts of power, future capital expenditures, the costs of completion or cancellation, production capacity and sources of funding;
|
•
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Our hedging and other strategies to mitigate risk and their potential effects including whether or not we enter into forward contracts or other hedging arrangements to mitigate electrical power price risk;
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•
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Our curtailed operations, including the potential restart of curtailed operations at Ravenswood, and potential curtailment of other domestic assets and ability to realize benefits from any such curtailment;
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•
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Our procurement of electricity, alumina, carbon products and other raw materials and our assessment of pricing and costs, other terms relating thereto and our ability to realize the potential benefits to be provided to Grundartangi and our planned Helguvik smelter from the purchase by Century Vlissingen of carbon anode production assets in the Netherlands;
|
•
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Our agreements for providing market-based power to the Hawesville and Sebree facilities and our ability to purchase electricity on the wholesale power market for Hawesville and Sebree at economical prices;
|
•
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Our relationship with employees and labor unions;
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•
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The loss or a material change in the business of a significant customer;
|
•
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Our limited control over certain of our operating assets;
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•
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Our ability to successfully execute our acquisition strategy and integrate any acquired businesses;
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•
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Estimates of our pension and other postretirement liabilities and future payments, property plant and equipment impairment, environmental liabilities and other contingent liabilities and contractual commitments;
|
•
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Our settlement agreement with the Pension Benefit Guaranty Corporation regarding our Ravenswood facility and future contributions to our defined benefit plans;
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•
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Critical accounting policies and estimates, the impact or anticipated impact of recent accounting pronouncements or changes in accounting principles;
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•
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Our anticipated tax liabilities, benefits or refunds including the realization of U.S. and certain foreign deferred tax assets;
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•
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Our assessment of the ultimate outcome of outstanding litigation and environmental matters and liabilities relating thereto;
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•
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Compliance with and changes in laws and regulations and the effect of future laws and regulations;
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•
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Our capital resources, projected financing sources and projected uses of capital;
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•
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Our debt levels and ability to incur or repay debt in the future, including the E.ON contingent obligation, and access the capital markets.
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Facility
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Location
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Operational
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Annualized Production Capacity (tpy)
|
Ownership Percentage
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Grundartangi (1)
|
Grundartangi, Iceland
|
1998
|
294,000
|
100%
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Hawesville
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Hawesville, Kentucky, USA
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1970
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250,000
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100%
|
Sebree (2)
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Robards, Kentucky, USA
|
1973
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205,000
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100%
|
Mt. Holly (3)
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Mt. Holly, South Carolina, USA
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1980
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229,000
|
49.7%
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Ravenswood (4)
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Ravenswood, West Virginia, USA
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1957
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170,000
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100%
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Helguvik (5)
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Helguvik, Iceland
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N/A
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N/A
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100%
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(1)
|
Through 2013, Grundartangi has achieved a production capacity increase of approximately 10,000 tpy as a result of an ongoing $65 million 40,000 tpy expansion project which is expected to be completed in 2016.
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(2)
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We acquired Sebree on June 1, 2013. In 2013, Sebree's production under Century's ownership was approximately 119,000 tonnes.
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(3)
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Alcoa holds the remaining 50.3% ownership interest and is the operator. Century’s share of Mt. Holly’s annualized production capacity is approximately 114,000 tpy.
|
(4)
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In February 2009, we curtailed all operations at the Ravenswood facility. We may in the future restart the curtailed operations upon the realization of several objectives, including an expectation of higher long-ter
m LME prices, a new power agreement that would provide for flexibility in Ravenswood’s cost structure under adverse industry conditions or market-based pricing, passage of supporting legislation and a new labor agreement.
|
(5)
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The Helguvik project is expected to have a rated production capacity of up to 360,000 tpy. During 2013, project activity and spending remained at modest levels. We plan to restart major construction activity if we are able to successfully resolve ongoing discussions with the contracted power suppliers or potentially other power suppliers for the project. See “Electrical Power Supply Agreements.”
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Facility
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Location
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Type
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Capacity
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Ownership Percentage
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Century Vlissingen (1)
|
Vlissingen, the Netherlands
|
Carbon anodes
|
75,000 tpy
|
100%
|
BHH (2)
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Guangxi Zhuang, China
|
Carbon anode, cathode and graphitized products
|
180,000 tpy anode; 20,000 tpy cathode/graphitized products
|
40%
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(1)
|
Century Vlissingen restarted production in late 2013. The initial annual anode production capacity is expected to be 75,000 tonnes with an option to increase production capacity to 150,000 tonnes when we conclude it is feasible and advantageous to do so.
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(2)
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Guangxi Qiangqiang Carbon Co., Ltd. holds the remaining 60% ownership interest and is the operator of this facility. BHH supplies a portion of the anodes used in our Grundartangi facility.
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Contract
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Customer
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Volume
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Term
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Pricing
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Glencore Grundartangi Metal Agreement (1)
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Glencore
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All primary aluminum produced at Grundartangi, net of tolling and other sales commitments
.
|
January 1, 2014 through December 31, 2017
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Variable, based on LME and European Duty Paid premium
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Southwire Metal Agreement (2)
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Southwire
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216 million pounds per year (high conductivity molten aluminum)
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January 1, 2014 through December 31, 2014
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Variable, based on U.S. Midwest Transaction Price
|
(1)
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The Glencore Grundartangi Metal Agreement is for all metal produced at Grundartangi from 2014 through 2017, less commitments under existing tolling and other sales contracts. Grundartangi currently estimates that it will sell Glencore approximately 155,000 tonnes of aluminum under this agreement in 2014.
|
(2)
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Southwire may, at its option, increase the volume purchased under the agreement by up to four percent by adjusting their monthly metal commitment.
|
Contract
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Customer
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Volume
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Term
|
Pricing
|
Glencore Toll Agreement
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Glencore
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90,000 tpy
|
Through July 31, 2016
|
Variable, based on LME and European Duty Paid premium
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Glencore Toll Agreement
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Glencore
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40,000 tpy
|
Through December 31, 2014
|
Variable, based on LME and European Duty Paid premium
|
|
●
|
electrical power
|
●
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carbon anodes
|
●
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liquid pitch
|
|
●
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alumina
|
●
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cathode blocks
|
●
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calcined petroleum coke
|
|
●
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aluminum fluoride
|
●
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natural gas
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●
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silicon carbide
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Supplier
|
Quantity
|
Term
|
Pricing
|
Glencore
|
Approximately 766,000 tonnes
|
Through December 31, 2014
|
Variable, LME-based
|
Glencore (1)
|
Variable
|
Through December 31, 2017
|
Variable, LME-based
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Noranda Alumina LLC ("Noranda")
|
Approximately 390,000 tpy
|
Through December 31, 2016
|
Variable, LME-based
|
BHP Billiton
|
Approximately 150,000 tpy
|
Through December 31, 2015
|
Variable, based on published alumina index
|
(1)
|
Under the terms of this agreement, Glencore will provide alumina supply for all of Century's requirements during the contract term, net of the other existing contractual commitments set forth above. For 2014, we have agreed to price half of our requirements under this agreement based on a published alumina index.
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Facility
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Supplier
|
Term
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Pricing
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Grundartangi (1)(6)
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Landsvirkjun
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Through 2019 - 2036
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Variable rate based on the LME price for primary aluminum
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Orkuveita Reykjavíkur (“OR”)
|
|||
HS Orka hf (“HS”)
|
|||
Hawesville (2)
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Kenergy Corporation ("Kenergy")
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Through December 31, 2023
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Variable rate based on market prices
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Sebree (3)
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Kenergy
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Through December 31, 2023
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Variable rate based on market prices
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Mt. Holly (4)
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South Carolina Public Service Authority
|
Through December 31, 2015
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Fixed price, with fuel cost adjustment clause
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Ravenswood (5)
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Appalachian Power Company
|
Evergreen
|
Based on published tariff
|
Helguvik (6)
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OR
|
Approximately 25 years from the dates of each phase of power delivery under the respective power agreements
|
Variable rate based on the LME price for primary aluminum
|
|
HS
|
(1)
|
The power delivered to Grundartangi is priced at rates based on the LME price for primary aluminum and is produced from hydroelectric and geothermal sources.
|
(2)
|
Effective on August 20, 2013, the Kentucky Public Service Commission (“KPSC”) approved a new power supply arrangement with Kenergy, a member cooperative of Big Rivers Electric Company (“Big Rivers”), and Big Rivers for providing market-based power to the Hawesville smelter. Under the arrangement, the power companies purchase power on the open market and pass it through to Hawesville at Midcontinent Independent System Operator (“MISO”) pricing plus transmission and other costs incurred by them. In connection with the new power arrangement, CAKY is also seeking approval from applicable regional transmission organizations and regulatory bodies regarding grid stability and energy import capability. See Item 7 “Management's Discussion and Analysis of Financial Condition and Results of Operations - Electrical Power Developments in the U.S. in 2013 and 2014.”
|
(3)
|
On February 1, 2014, Sebree began taking power under a new market-based power contract, similar to the agreement we have reached for Hawesville, providing market-based power to the Sebree smelter. Under the arrangement, Kenergy and Big Rivers purchase power on the open market and pass it through to Sebree at MISO pricing plus transmission and other costs incurred by them. See Item 7 “Management's Discussion and Analysis of Financial Condition and Results of Operations - Electrical Power Developments in the U.S. in 2013 and 2014.”
|
(4)
|
Effective June 1, 2012, Mt. Holly and South Carolina Public Service Authority (“Santee Cooper”) amended the terms of Mt. Holly's power agreement in order to allow Mt. Holly to receive all or a portion of Mt. Holly's supplemental power requirements from an off-system natural gas-fired power generation facility (the “off-system facility”). The energy charge for supplemental power from the off-system facility is based, among other factors, on the cost of natural gas rather than Santee Cooper's system average fuel costs, which are primarily coal-based. The amendments to the power agreement may provide a benefit to Mt. Holly provided that natural gas costs remain below Santee Cooper's system average fuel costs. The amended power agreement provides that Mt. Holly may continue to receive its supplemental power requirements from the off-system facility through December 31, 2015. We are currently in discussions with Santee Cooper and other parties regarding power arrangements for Mt. Holly following December 31, 2015. The deadline to give notice to reduce the contract demand to zero effective December 31, 2015 is June 30, 2014. Mt. Holly must give notice by that date to avoid any further costs if the parties do not agree to a new contract.
|
(5)
|
All operations at the Ravenswood facility are presently curtailed. Appalachian Power Company (“APCo”) supplies all of Ravenswood’s power requirements. Ravenswood currently purchases a limited amount of power under the APCo Agreement as necessary to maintain its Ravenswood smelter. Power is supplied under the APCo Agreement at prices set forth in published tariffs (which are subject to change), with certain adjustments.
|
(6)
|
In April 2013, Grundartangi received a ruling in an arbitration case holding that Grundartangi is restricted from reducing power under its existing power contracts in order to take power under the Helguvik power purchase agreement with OR. Grundartangi remains entitled to take power under the Helguvik power purchase agreement to the extent that its power needs exceed the amount of power provided under its existing power contracts. See
Note 15 Commitments and contingencies
to the consolidated financial statements included herein for additional information concerning this matter.
|
Name
|
Age
|
Position and Duration
|
Michael A. Bless
|
48
|
President and Chief Executive Officer since November 2011. Executive Vice President and Chief Financial Officer from January 2006 to October 2011.
|
Jesse E. Gary
|
34
|
Executive Vice President, General Counsel and Secretary since February 2013. Associate General Counsel and Assistant Secretary from June 2010 to January 2013. Associate General Counsel from February 2010 to May 2010.
|
Michelle M. Harrison
|
38
|
Senior Vice President, Finance and Treasurer since January 2013. Vice President and Treasurer from February 2007 to December 2012. Treasurer since June 2006. Assistant Treasurer from November 2005 to June 2006. Corporate Financial Analyst from May 2000 to October 2005.
|
John E. Hoerner
|
56
|
Vice President – North America Operations since September 2011.
|
•
|
increasing our vulnerability to adverse economic and industry conditions;
|
•
|
reducing cash flow available for other purposes, including capital expenditures, acquisitions, dividends, working capital and other general corporate purposes, because a substantial portion of our cash flow from operations must be dedicated to servicing our debt; and
|
•
|
limiting our flexibility in planning for, or reacting to, competitive and other changes in our business and the industry in which we operate.
|
•
|
we may spend time and money pursuing acquisitions that do not close;
|
•
|
acquired companies may have contingent or unidentified liabilities;
|
•
|
it may be challenging for us to manage our existing business as we integrate acquired operations; and
|
•
|
we may not achieve the anticipated benefits from our acquisitions.
|
•
|
we may spend time and incur significant costs and liabilities pursuing a restart that does not occur or that does not achieve the anticipated benefits; and
|
•
|
it may be challenging for us to manage our existing business as we restart operations at Ravenswood.
|
Facility
|
Ownership
|
Hawesville
|
100%
|
Sebree
|
100%
|
Ravenswood
|
100%
|
Mt. Holly
|
49.7% Century; 50.3% Alcoa
|
Facility
|
Term
|
Grundartangi
|
long-term operating lease through 2020, renewable at our option
|
Helguvik
|
long-term operating lease expected through 2060, with automatic extension provision
|
Century Vlissingen
|
long-term operating lease through 2017, automatically renewable for five year terms through 2042
|
Chicago Corporate Office
|
long-term operating lease that expires in September 2024
|
|
2013
|
2012
|
||||||||||
|
High sales price
|
Low sales price
|
High sales price
|
Low sales price
|
||||||||
First quarter
|
$
|
9.70
|
|
$
|
7.68
|
|
$
|
11.30
|
|
$
|
8.57
|
|
Second quarter
|
10.60
|
|
6.26
|
|
9.46
|
|
6.51
|
|
||||
Third quarter
|
10.53
|
|
7.65
|
|
8.50
|
|
5.52
|
|
||||
Fourth quarter
|
10.49
|
|
7.80
|
|
8.84
|
|
6.63
|
|
As of December 31,
|
2008
|
2009
|
2010
|
2011
|
2012
|
2013
|
||||||||||||
Century Aluminum Company
|
$
|
100
|
|
$
|
163
|
|
$
|
157
|
|
$
|
86
|
|
$
|
88
|
|
$
|
105
|
|
Morningstar Aluminum Index
|
100
|
|
173
|
|
172
|
|
91
|
|
94
|
|
99
|
|
||||||
S&P 500 Index
|
100
|
|
126
|
|
146
|
|
149
|
|
172
|
|
228
|
|
Period
|
Total Number of Shares Purchased
|
Average Price Paid per Share
|
Total Number of Shares Purchased as Part of Publicly Announced Programs (1)
|
Approximate Dollar Value of Shares that May Yet Be Purchased Under the Program
|
||||||
October 1 through October 31
|
—
|
|
$
|
—
|
|
—
|
|
$
|
10,076,076
|
|
November 1 through November 30
|
—
|
|
—
|
|
—
|
|
10,076,076
|
|
||
December 1 through December 31
|
—
|
|
—
|
|
—
|
|
10,076,076
|
|
||
Total for quarter ended December 31, 2013
|
—
|
|
$
|
—
|
|
—
|
|
$
|
10,076,076
|
|
(1)
|
On August 11, 2011, our Board of Directors authorized a stock repurchase program. Under the program, Century is authorized to repurchase up to $60 million of our outstanding shares of common stock, from time to time, on the open market at prevailing market prices, in block trades or otherwise. The timing and amount of any shares repurchased will be determined by our management based on its evaluation of market conditions, the trading price of our common stock and other factors. The stock repurchase program may be suspended or discontinued at any time.
|
•
|
the acquisition of our Sebree smelter in the second quarter of 2013;
|
•
|
the restart of the curtailed potline at our Hawesville smelter in the second quarter of 2011;
|
•
|
the curtailment of operations of our Ravenswood smelter in the first quarter of 2009;
|
•
|
the curtailment of one potline at our Hawesville smelter in the first quarter of 2009; and,
|
•
|
our equity in the earnings and related losses on disposition of our 50% joint venture investments in Gramercy Alumina LLC and St. Ann Bauxite Ltd. prior to divesting our interest in those companies in August 2009.
|
|
Year Ended December 31,
|
||||||||||||||
|
2013 (1)
|
2012 (2)
|
2011 (3)
|
2010 (4)
|
2009 (5)
|
||||||||||
|
(dollars in thousands, except per share amounts)
|
||||||||||||||
Net sales
|
$
|
1,454,313
|
|
$
|
1,272,111
|
|
$
|
1,356,424
|
|
$
|
1,169,271
|
|
$
|
899,253
|
|
Gross profit (loss)
|
39,523
|
|
46,342
|
|
89,522
|
|
112,396
|
|
(65,665
|
)
|
|||||
Operating income (loss)
|
(36,556
|
)
|
(7,274
|
)
|
47,296
|
|
102,980
|
|
(97,456
|
)
|
|||||
Net income (loss)
|
(40,313
|
)
|
(35,610
|
)
|
11,325
|
|
59,971
|
|
(205,982
|
)
|
|||||
Earnings (loss) per share:
|
|
|
|
|
|
|
|
|
|
||||||
Basic and diluted
|
$
|
(0.45
|
)
|
$
|
(0.40
|
)
|
$
|
0.11
|
|
$
|
0.59
|
|
$
|
(2.73
|
)
|
|
|
|
|
|
|
||||||||||
Dividends per common share
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
Total assets
|
1,810,196
|
|
1,776,326
|
|
1,811,094
|
|
1,923,056
|
|
1,861,750
|
|
|||||
Total debt (6)
|
262,946
|
|
273,766
|
|
271,285
|
|
314,919
|
|
298,678
|
|
|||||
Long-term debt obligations (7)
|
246,528
|
|
265,951
|
|
263,470
|
|
261,621
|
|
247,624
|
|
|
Year Ended December 31,
|
||||||||||||||
|
2013 (1)
|
2012 (2)
|
2011 (3)
|
2010 (4)
|
2009 (5)
|
||||||||||
|
(in dollars)
|
||||||||||||||
Other information:
|
|
|
|
|
|
|
|
|
|
||||||
Shipments – Primary aluminum:
|
|
|
|
|
|
|
|
|
|
||||||
Direct shipments (tonnes)
|
485,690
|
|
377,314
|
|
334,889
|
|
317,940
|
|
329,327
|
|
|||||
Toll shipments (tonnes)
|
278,908
|
|
269,215
|
|
267,253
|
|
267,455
|
|
275,799
|
|
|||||
|
|
|
|
|
|
||||||||||
Average realized price per tonne:
|
|
|
|
|
|
|
|
|
|
|
|||||
Direct shipments
|
$
|
2,154
|
|
$
|
2,265
|
|
$
|
2,577
|
|
$
|
2,297
|
|
$
|
1,728
|
|
Toll shipments
|
$
|
1,448
|
|
$
|
1,544
|
|
$
|
1,839
|
|
$
|
1,634
|
|
$
|
1,198
|
|
Average LME price:
|
|
|
|
|
|
|
|
|
|
|
|||||
Per tonne
|
$
|
1,846
|
|
$
|
2,020
|
|
$
|
2,398
|
|
$
|
2,173
|
|
$
|
1,665
|
|
Average Midwest premium:
|
|
|
|
|
|
|
|
|
|
|
|||||
Per tonne
|
$
|
244
|
|
$
|
218
|
|
$
|
169
|
|
$
|
138
|
|
$
|
104
|
|
Average European Duty Paid premium:
|
|
|
|
|
|
|
|
|
|
|
|||||
Per tonne
|
$
|
272
|
|
$
|
241
|
|
$
|
193
|
|
$
|
163
|
|
$
|
54
|
|
(1)
|
2013 Net loss includes a $31.0 million benefit for deferred power contract liability amortization and an unrealized gain of $16.8 million, related to a LME-based contingent obligation. In addition, we recorded a gain on bargain purchase of $5.3 million related to the Sebree acquisition. We also incurred office relocation costs of $5.8 million, a loss on early extinguishment of debt of $3.3 million and an $8.4 million charge relating to the separation of our former chief executive officer.
|
(2)
|
2012 Net loss includes a benefit of $19.8 million for lower of cost or market inventory adjustments, an unrealized net loss on forward contracts of $3.0 million primarily related to the mark to market of aluminum price protection options, and a net benefit of $4.1 million related to certain litigation items.
|
(3)
|
2011 Net income includes a charge of $19.8 million for lower of cost or market inventory adjustments, an after-tax benefit of $18.3 million for changes to the Century of West Virginia retiree medical benefits program, a charge related to the restart of a curtailed potline at Hawesville of $8.6 million and a charge of $7.7 million related to the contractual impact of changes in our Board of Directors and executive management team.
|
(4)
|
2010 Net income includes an after-tax benefit of $56.7 million for changes to the Century of West Virginia retiree medical benefits program, a charge of $10.5 million for mark-to-market losses for primary aluminum price protection options and a charge for contractual termination pension benefits of $4.6 million due to the continued curtailment of the Ravenswood facility.
|
(5)
|
2009 Net loss includes an after-tax charge of $73.2 million for loss on disposition of our equity investments in Gramercy and St. Ann, an after-tax charge of $41.7 million for curtailment costs for our U.S. smelters, an after-tax benefit of $57.8 million for gains related to the termination of a power contract and a replacement power contract at Hawesville and a benefit of $14.3 million for discrete tax adjustments.
|
(6)
|
Total debt includes all long-term debt obligations, the net contingent obligation to E.ON for payments made by E.ON above an agreed amount on CAKY’s behalf to Big Rivers under the Big River Agreement (the “E.ON contingent obligation”) and any debt classified as short-term obligations, net of any debt discounts, including current portion of long-term debt, borrowings under the Iceland revolving credit facility and the IRBs.
|
(7)
|
Long-term debt obligations are all payment obligations under long-term borrowing arrangements, including the net E.ON contingent obligation and excluding the current portion of long-term debt, borrowings under the Iceland revolving credit facility, IRBs and net of any debt discounts.
|
•
|
Our selling price is based on the LME price of primary aluminum and is influenced by regional delivery premiums and, at certain times, by fixed price sales contracts. In addition, we receive product premiums on certain value-added products (including high-purity aluminum and billet products).
|
•
|
In normal circumstances, our facilities operate at or near capacity, and fluctuations in volume, other than through curtailments, acquisitions or expansion, generally are small.
|
•
|
The principal components of cost of goods sold are electrical power, alumina, carbon products and labor, which in aggregate exceed 75% of our cost of goods sold. Many of these costs are governed by long-term contracts.
|
(1)
|
Direct shipments do not include toll shipments from Grundartangi.
|
|
2013
|
2012
|
2011
|
||||||
|
(dollars in thousands)
|
||||||||
Net cash provided by (used in) operating activities
|
$
|
19,718
|
|
$
|
37,139
|
|
$
|
(2,936
|
)
|
Net cash used in investing activities
|
(117,174
|
)
|
(32,531
|
)
|
(24,895
|
)
|
|||
Net cash used in financing activities
|
(2,432
|
)
|
(4,033
|
)
|
(93,064
|
)
|
|||
Change in cash and cash equivalents
|
$
|
(99,888
|
)
|
$
|
575
|
|
$
|
(120,895
|
)
|
Weighted Average Discount Rate Assumption for:
|
2013
|
2012
|
|
|
|
Pension plans
|
4.89%
|
4.00%
|
OPEB
|
4.99%
|
3.98%
|
Effect of changes in the discount rates on the Projected Benefit Obligations for:
|
50 basis point increase
|
50 basis point decrease
|
||||
|
(dollars in millions)
|
|||||
Pension plans
|
$
|
(14.1
|
)
|
$
|
15.6
|
|
OPEB plans
|
(8.4
|
)
|
9.4
|
|
|
1% Increase
|
1% Decrease
|
||||
|
(dollars in millions)
|
|||||
Effect on total of service and interest cost components
|
$
|
1.6
|
|
$
|
(1.3
|
)
|
Effect on accumulated postretirement benefit obligation
|
19.5
|
|
(16.1
|
)
|
|
Payments Due by Period
|
||||||||||||||||||||
|
Total
|
2014
|
2015
|
2016
|
2017
|
2018
|
Thereafter
|
||||||||||||||
|
(dollars in millions)
|
||||||||||||||||||||
Long-term debt (1)
|
$
|
266
|
|
$
|
9
|
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
$
|
257
|
|
Estimated interest payments (2)
|
140
|
|
19
|
|
19
|
|
19
|
|
19
|
|
19
|
|
45
|
|
|||||||
Purchase obligations (3)
|
1,901
|
|
433
|
|
216
|
|
219
|
|
107
|
|
111
|
|
815
|
|
|||||||
OPEB obligations (4)
|
77
|
|
5
|
|
6
|
|
7
|
|
7
|
|
8
|
|
44
|
|
|||||||
Other liabilities (5)
|
70
|
|
6
|
|
6
|
|
12
|
|
11
|
|
11
|
|
24
|
|
|||||||
Total
|
$
|
2,454
|
|
$
|
472
|
|
$
|
247
|
|
$
|
257
|
|
$
|
144
|
|
$
|
149
|
|
$
|
1,185
|
|
(1)
|
Long-term debt includes principal repayments on the 7.5% Notes due 2014 and the 7.5% Notes due 2021, the IRBs and borrowings under our revolving credit facilities. Payments are based on the assumption that all outstanding debt instruments will remain outstanding until their respective due dates. Based on the LME forward market prices for primary aluminum at December 31, 2013 and management's estimate of the LME forward market for periods beyond the quoted periods, we believe that we will not have any payment obligations for the E.ON contingent obligation through the term of the agreement, which expires in 2028.
|
(2)
|
Estimated interest payments on our long-term debt are based on several assumptions, including an assumption that all outstanding debt instruments will remain outstanding until their respective due dates. Our estimated future interest payments for any debt with a variable rate are based on the assumption that the December 31, 2013 rate for that debt continues until the respective due date. We assume that no interest payments on the E.ON contingent obligation will be paid through the term of agreement, see above.
|
(3)
|
Purchase obligations include long-term alumina, power contracts and anode contracts, excluding market-based power and raw material requirements contracts. For contracts with LME-based pricing provisions, including our long-term alumina contracts and Icelandic power contracts, we assumed an LME price using the LME forward curve as of December 31, 2013.
|
(4)
|
Includes the estimated benefit payments for our OPEB obligations through 2023, which are unfunded.
|
(5)
|
Other liabilities include SERB benefit payments, workers' compensation benefit payments, asset retirement obligations and contractual commitments for the Helguvik project. Asset retirement obligations are estimated disposal costs for the potliner currently in service. Our contractual commitments for the Helguvik projects consist of various contracts for equipment and services associated with the project.
|
|
December 31, 2013
|
December 31, 2012
|
||
|
(in tonnes)
|
|||
Other forward delivery contracts – total
|
118,373
|
|
88,827
|
|
Other forward delivery contracts – Glencore
|
20,008
|
|
1,811
|
|
|
Page
|
|
|
Reports of Independent Registered Public Accounting Firm
|
|
Consolidated Balance Sheets at December 31, 2013 and 2012
|
|
Consolidated Statements of Operations for the Years Ended December 31, 2013, 2012 and 2011
|
|
Consolidated Statements of Comprehensive Income (Loss) for the Years Ended December 31, 2013, 2012 and 2011
|
|
Consolidated Statements of Shareholders’ Equity for the Years Ended December 31, 2013, 2012 and 2011
|
|
Consolidated Statements of Cash Flows for the Years Ended December 31, 2013, 2012 and 2011
|
|
Notes to the Consolidated Financial Statements
|
CENTURY ALUMINUM COMPANY
|
|||||||||
CONSOLIDATED STATEMENTS OF OPERATIONS
|
|||||||||
(in thousands, except per share amounts)
|
|||||||||
|
Year Ended December 31,
|
||||||||
|
2013
|
2012
|
2011
|
||||||
NET SALES:
|
|
|
|
|
|||||
Third-party customers
|
$
|
943,262
|
|
$
|
719,812
|
|
$
|
791,993
|
|
Related parties
|
511,051
|
|
552,299
|
|
564,431
|
|
|||
|
1,454,313
|
|
1,272,111
|
|
1,356,424
|
|
|||
Cost of goods sold
|
1,414,790
|
|
1,225,769
|
|
1,266,902
|
|
|||
Gross profit
|
39,523
|
|
46,342
|
|
89,522
|
|
|||
Other operating expense (income) – net
|
8,602
|
|
18,253
|
|
(3,806
|
)
|
|||
Selling, general and administrative expenses
|
67,477
|
|
35,363
|
|
46,032
|
|
|||
Operating income (loss)
|
(36,556
|
)
|
(7,274
|
)
|
47,296
|
|
|||
Interest expense – third party
|
(23,091
|
)
|
(24,029
|
)
|
(25,129
|
)
|
|||
Interest income – third party
|
728
|
|
492
|
|
338
|
|
|||
Interest income – related parties
|
—
|
|
62
|
|
303
|
|
|||
Net gain (loss) on forward and derivative contracts
|
16,598
|
|
(4,150
|
)
|
804
|
|
|||
Gain on bargain purchase
|
5,253
|
|
—
|
|
—
|
|
|||
Loss on early extinguishment of debt
|
(3,272
|
)
|
—
|
|
(763
|
)
|
|||
Other income (expense) – net
|
496
|
|
5,576
|
|
(610
|
)
|
|||
Income (loss) before income taxes and equity in earnings of joint ventures
|
(39,844
|
)
|
(29,323
|
)
|
22,239
|
|
|||
Income tax expense
|
(3,131
|
)
|
(8,910
|
)
|
(14,359
|
)
|
|||
Income (loss) before equity in earnings of joint ventures
|
(42,975
|
)
|
(38,233
|
)
|
7,880
|
|
|||
Equity in earnings of joint ventures
|
2,662
|
|
2,623
|
|
3,445
|
|
|||
Net income (loss)
|
$
|
(40,313
|
)
|
$
|
(35,610
|
)
|
$
|
11,325
|
|
EARNINGS (LOSS) PER COMMON SHARE:
|
|
|
|
|
|
|
|||
Basic and Diluted
|
$
|
(0.45
|
)
|
$
|
(0.40
|
)
|
$
|
0.11
|
|
CENTURY ALUMINUM COMPANY
|
|||||||||
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)
|
|||||||||
(in thousands)
|
|||||||||
|
Year Ended December 31,
|
||||||||
|
2013
|
2012
|
2011
|
||||||
Comprehensive income (loss):
|
|
|
|
||||||
Net income (loss)
|
$
|
(40,313
|
)
|
$
|
(35,610
|
)
|
$
|
11,325
|
|
Other comprehensive income (loss) before income tax effect:
|
|
|
|
||||||
Net unrealized loss on financial instruments
|
—
|
|
(218
|
)
|
(479
|
)
|
|||
Net loss reclassified to income on financial instruments
|
—
|
|
567
|
|
40
|
|
|||
Net gain on foreign currency cash flow hedges reclassified as income
|
(186
|
)
|
(186
|
)
|
(186
|
)
|
|||
Defined benefit plans and other postretirement benefits:
|
|
|
|
||||||
Net gain (loss) arising during the period
|
56,795
|
|
(16,691
|
)
|
(62,212
|
)
|
|||
Amortization of prior service benefit during the period
|
(3,920
|
)
|
(4,113
|
)
|
(32,677
|
)
|
|||
Amortization of net gain during the period
|
8,174
|
|
9,837
|
|
16,926
|
|
|||
Change in equity in investee other comprehensive income
|
61
|
|
(4,236
|
)
|
(253
|
)
|
|||
Other comprehensive income (loss) before income tax effect
|
60,924
|
|
(15,040
|
)
|
(78,841
|
)
|
|||
Income tax effect
|
(1,564
|
)
|
(1,564
|
)
|
(5,771
|
)
|
|||
Other comprehensive income (loss)
|
59,360
|
|
(16,604
|
)
|
(84,612
|
)
|
|||
Total comprehensive income (loss)
|
$
|
19,047
|
|
$
|
(52,214
|
)
|
$
|
(73,287
|
)
|
CENTURY ALUMINUM COMPANY
|
|||||||||||||||||||||
CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY
|
|||||||||||||||||||||
(in thousands)
|
|||||||||||||||||||||
|
Preferred stock
|
Common stock
|
Additional paid-in capital
|
Treasury stock, at cost
|
Accumulated other comprehensive loss
|
Accumulated
deficit
|
Total shareholders’ equity
|
||||||||||||||
Balance, December 31, 2010
|
$
|
1
|
|
$
|
928
|
|
$
|
2,503,907
|
|
$
|
—
|
|
$
|
(49,976
|
)
|
$
|
(1,300,344
|
)
|
$
|
1,154,516
|
|
Net income – 2011
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
11,325
|
|
11,325
|
|
|||||||
Other comprehensive loss
|
—
|
|
—
|
|
—
|
|
—
|
|
(84,612
|
)
|
—
|
|
(84,612
|
)
|
|||||||
Issuance of common stock – compensation plans
|
—
|
|
2
|
|
81
|
|
—
|
|
—
|
|
—
|
|
83
|
|
|||||||
Repurchase of common stock
|
—
|
|
—
|
|
—
|
|
(45,891
|
)
|
—
|
|
—
|
|
(45,891
|
)
|
|||||||
Share-based compensation expense
|
—
|
|
—
|
|
2,856
|
|
—
|
|
—
|
|
—
|
|
2,856
|
|
|||||||
Conversion of preferred stock to common stock
|
—
|
|
2
|
|
(2
|
)
|
—
|
|
—
|
|
—
|
|
—
|
|
|||||||
Balance, December 31, 2011
|
$
|
1
|
|
$
|
932
|
|
$
|
2,506,842
|
|
$
|
(45,891
|
)
|
$
|
(134,588
|
)
|
$
|
(1,289,019
|
)
|
$
|
1,038,277
|
|
Net loss – 2012
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
(35,610
|
)
|
(35,610
|
)
|
|||||||
Other comprehensive loss
|
—
|
|
—
|
|
—
|
|
—
|
|
(16,604
|
)
|
—
|
|
(16,604
|
)
|
|||||||
Issuance of common stock – compensation plans
|
—
|
|
1
|
|
(1
|
)
|
—
|
|
—
|
|
—
|
|
—
|
|
|||||||
Repurchase of common stock
|
—
|
|
—
|
|
—
|
|
(4,033
|
)
|
—
|
|
—
|
|
(4,033
|
)
|
|||||||
Share-based compensation expense
|
—
|
|
—
|
|
613
|
|
—
|
|
—
|
|
—
|
|
613
|
|
|||||||
Balance, December 31, 2012
|
$
|
1
|
|
$
|
933
|
|
$
|
2,507,454
|
|
$
|
(49,924
|
)
|
$
|
(151,192
|
)
|
$
|
(1,324,629
|
)
|
$
|
982,643
|
|
Net loss – 2013
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
(40,313
|
)
|
(40,313
|
)
|
|||||||
Other comprehensive income
|
—
|
|
—
|
|
—
|
|
—
|
|
59,360
|
|
—
|
|
59,360
|
|
|||||||
Issuance of common stock – compensation plans
|
—
|
|
1
|
|
43
|
|
—
|
|
—
|
|
—
|
|
44
|
|
|||||||
Share-based compensation expense
|
—
|
|
—
|
|
1,078
|
|
—
|
|
—
|
|
—
|
|
1,078
|
|
|||||||
Conversion of preferred stock to common stock
|
—
|
|
1
|
|
(1
|
)
|
—
|
|
—
|
|
—
|
|
—
|
|
|||||||
Balance, December 31, 2013
|
$
|
1
|
|
$
|
935
|
|
$
|
2,508,574
|
|
$
|
(49,924
|
)
|
$
|
(91,832
|
)
|
$
|
(1,364,942
|
)
|
$
|
1,002,812
|
|
CENTURY ALUMINUM COMPANY
|
|||||||||
CONSOLIDATED STATEMENTS OF CASH FLOWS
|
|||||||||
(in thousands)
|
|||||||||
|
Year Ended December 31,
|
||||||||
|
2013
|
2012
|
2011
|
||||||
CASH FLOWS FROM OPERATING ACTIVITIES:
|
|
|
|
|
|
||||
Net income (loss)
|
$
|
(40,313
|
)
|
$
|
(35,610
|
)
|
$
|
11,325
|
|
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:
|
|
|
|
||||||
Unrealized net loss (gain) on forward contracts
|
(1,170
|
)
|
2,987
|
|
(750
|
)
|
|||
Gain on bargain purchase
|
(5,253
|
)
|
—
|
|
—
|
|
|||
Unrealized gain on E.ON contingent obligation
|
(16,781
|
)
|
—
|
|
—
|
|
|||
Accrued and other plant curtailment costs — net
|
4,452
|
|
5,251
|
|
(13,928
|
)
|
|||
Lower of cost or market inventory adjustment
|
1,247
|
|
(19,818
|
)
|
19,766
|
|
|||
Depreciation
|
66,570
|
|
62,570
|
|
62,194
|
|
|||
Sebree power contract amortization
|
(31,031
|
)
|
—
|
|
—
|
|
|||
Debt discount amortization
|
672
|
|
1,069
|
|
1,857
|
|
|||
Pension and other postretirement benefits
|
1,740
|
|
3,129
|
|
(28,757
|
)
|
|||
Stock-based compensation
|
1,078
|
|
613
|
|
2,856
|
|
|||
Loss on early extinguishment of debt
|
3,272
|
|
—
|
|
763
|
|
|||
Equity in earnings of joint ventures, net of dividends
|
871
|
|
(2,623
|
)
|
(3,445
|
)
|
|||
Change in operating assets and liabilities:
|
|
|
|
|
|
||||
Accounts receivable — net
|
(6,001
|
)
|
(2,537
|
)
|
(3,744
|
)
|
|||
Due from affiliates
|
(5,717
|
)
|
2,202
|
|
10,694
|
|
|||
Inventories
|
(21,740
|
)
|
31,854
|
|
(35,819
|
)
|
|||
Prepaid and other current assets
|
5,318
|
|
4,946
|
|
(20,791
|
)
|
|||
Accounts payable, trade
|
25,224
|
|
(12,114
|
)
|
(904
|
)
|
|||
Due to affiliates
|
13,845
|
|
(2,167
|
)
|
(3,477
|
)
|
|||
Accrued and other current liabilities
|
5,834
|
|
(5,746
|
)
|
425
|
|
|||
Other — net
|
17,601
|
|
3,133
|
|
(1,201
|
)
|
|||
Net cash provided by (used in) operating activities
|
19,718
|
|
37,139
|
|
(2,936
|
)
|
|||
CASH FLOWS FROM INVESTING ACTIVITIES:
|
|
|
|
|
|
|
|||
Purchase of property, plant and equipment
|
(46,533
|
)
|
(17,677
|
)
|
(20,100
|
)
|
|||
Nordural expansion — Helguvik
|
(3,331
|
)
|
(7,317
|
)
|
(12,882
|
)
|
|||
Purchase of carbon anode assets and improvements
|
(18,213
|
)
|
(13,814
|
)
|
—
|
|
|||
Purchase of Sebree smelter
|
(48,058
|
)
|
—
|
|
—
|
|
|||
Investments in and advances to joint ventures
|
(125
|
)
|
(275
|
)
|
(113
|
)
|
|||
Payments received from joint ventures
|
—
|
|
6,622
|
|
3,056
|
|
|||
Proceeds from sale of property, plant and equipment
|
525
|
|
188
|
|
1,471
|
|
|||
Restricted and other cash deposits
|
(1,439
|
)
|
(258
|
)
|
3,673
|
|
|||
Net cash used in investing activities
|
(117,174
|
)
|
(32,531
|
)
|
(24,895
|
)
|
|||
|
|
|
|
CENTURY ALUMINUM COMPANY
|
|||||||||
CONSOLIDATED STATEMENTS OF CASH FLOWS
|
|||||||||
(in thousands)
|
|||||||||
|
Year Ended December 31,
|
||||||||
|
2013
|
2012
|
2011
|
||||||
CASH FLOWS FROM FINANCING ACTIVITIES:
|
|
|
|
|
|
|
|||
Repayment of debt
|
(249,604
|
)
|
—
|
|
(47,067
|
)
|
|||
Proceeds from issuance of debt
|
246,330
|
|
—
|
|
—
|
|
|||
Repayment of contingent obligation
|
—
|
|
—
|
|
(189
|
)
|
|||
Borrowings under revolving credit facility
|
22,725
|
|
18,076
|
|
15,900
|
|
|||
Repayments under revolving credit facility
|
(16,725
|
)
|
(18,076
|
)
|
(15,900
|
)
|
|||
Debt issuance costs
|
(3,994
|
)
|
—
|
|
—
|
|
|||
Debt retirement costs
|
(1,208
|
)
|
—
|
|
—
|
|
|||
Repurchase of common stock
|
—
|
|
(4,033
|
)
|
(45,891
|
)
|
|||
Issuance of common stock
|
44
|
|
—
|
|
83
|
|
|||
Net cash used in financing activities
|
(2,432
|
)
|
(4,033
|
)
|
(93,064
|
)
|
|||
CHANGE IN CASH AND CASH EQUIVALENTS
|
(99,888
|
)
|
575
|
|
(120,895
|
)
|
|||
CASH AND CASH EQUIVALENTS, BEGINNING OF YEAR
|
183,976
|
|
183,401
|
|
304,296
|
|
|||
CASH AND CASH EQUIVALENTS, END OF YEAR
|
$
|
84,088
|
|
$
|
183,976
|
|
$
|
183,401
|
|
|
December 31, 2013
|
December 31, 2012
|
||||||||||
|
Carrying amount
|
Fair value
|
Carrying amount
|
Fair value
|
||||||||
7.5% Notes due 2021
|
$
|
246,528
|
|
$
|
244,375
|
|
$
|
—
|
|
$
|
—
|
|
7.5% Notes due 2014
|
2,603
|
|
2,487
|
|
2,603
|
|
2,479
|
|
||||
8% Notes
|
—
|
|
—
|
|
247,979
|
|
255,706
|
|
•
|
Identifying the acquired intangible assets or liabilities.
In the case of the Sebree acquisition, we assumed a power contract liability as the contracted power price was in excess of current market prices.
|
•
|
Estimating the fair value of the intangible assets and/or liabilities.
We consider various approaches to value the acquired intangible assets and/or liabilities. These valuation approaches include the cost approach, which measures the value of an asset based on the cost to reproduce it or replace it with a like asset; the market approach, which values the asset through an analysis of sales and offerings of comparable assets; and the income approach, which measures the value of an asset (or liability) by measuring the present worth of the economic benefits (or costs) it is expected to produce.
|
|
Acquisition Date Estimated Fair Value as of December 31, 2013
|
||
Consideration:
|
|
||
Cash
|
$
|
48,083
|
|
Deferred purchase price
|
1,910
|
|
|
Assets Acquired:
|
|
||
Inventories
|
59,018
|
|
|
Prepaid and other current assets
|
2,273
|
|
|
Property, plant and equipment – net
|
55,520
|
|
|
Total assets acquired
|
$
|
116,811
|
|
Liabilities Assumed:
|
|
||
Accrued and other current liabilities
|
$
|
43,316
|
|
Accrued pension benefit costs
|
996
|
|
|
Accrued post retirement benefit costs
|
6,544
|
|
|
Other liabilities
|
7,476
|
|
|
Deferred taxes
|
3,233
|
|
|
Total liabilities assumed
|
$
|
61,565
|
|
Gain on bargain purchase:
|
$
|
5,253
|
|
|
Year ended December 31, 2013
|
||
Sebree revenue
|
$
|
247,178
|
|
Sebree net income (1)
|
8,705
|
|
|
Year ended December 31,
|
|||||
|
2013
|
2012
|
||||
Pro forma revenues
|
$
|
1,662,707
|
|
$
|
1,755,196
|
|
Pro forma loss from continuing operations
|
(83,035
|
)
|
(260,505
|
)
|
||
Loss per common share, basic
|
(0.94
|
)
|
(2.94
|
)
|
||
Loss per common share, diluted
|
(0.94
|
)
|
(2.94
|
)
|
•
|
Level 1 – Valuations are based on quoted prices for identical assets or liabilities in an active market.
|
•
|
Level 2 – Valuations are based on quoted prices for similar assets or liabilities in active markets; quoted prices for identical or similar assets or liabilities in markets that are not active; and model-derived valuations for which all significant inputs are observable or can be corroborated by observable market data.
|
•
|
Level 3 – Assets or liabilities whose significant inputs are unobservable. Valuations are determined using pricing models and discounted cash flow models and include management judgment and estimation which may be significant.
|
(1)
|
Trust assets are currently invested in money market funds. These trust assets are held to fund the non-qualified supplemental executive pension benefit obligations for certain of our officers. 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 December 31, 2013
|
|||||||||||
|
Level 1
|
Level 2
|
Level 3
|
Total
|
||||||||
ASSETS:
|
|
|
|
|
||||||||
Cash equivalents
|
$
|
49,658
|
|
$
|
—
|
|
$
|
—
|
|
$
|
49,658
|
|
Trust assets
|
11,151
|
|
—
|
|
—
|
|
11,151
|
|
||||
Surety bonds
|
2,002
|
|
—
|
|
—
|
|
2,002
|
|
||||
Midwest premium contracts
|
—
|
|
—
|
|
140
|
|
140
|
|
||||
TOTAL
|
$
|
62,811
|
|
$
|
—
|
|
$
|
140
|
|
$
|
62,951
|
|
LIABILITIES:
|
|
|
|
|
|
|
|
|
||||
E.ON contingent obligation – net
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
Primary aluminum sales contract
|
—
|
|
—
|
|
140
|
|
140
|
|
||||
TOTAL
|
$
|
—
|
|
$
|
—
|
|
$
|
140
|
|
$
|
140
|
|
Recurring Fair Value Measurements
|
As of December 31, 2012
|
|||||||||||
|
Level 1
|
Level 2
|
Level 3
|
Total
|
||||||||
ASSETS:
|
|
|
|
|
||||||||
Cash equivalents
|
$
|
168,309
|
|
$
|
—
|
|
$
|
—
|
|
$
|
168,309
|
|
Trust assets
|
14,254
|
|
—
|
|
—
|
|
14,254
|
|
||||
Surety bonds
|
2,123
|
|
—
|
|
—
|
|
2,123
|
|
||||
TOTAL
|
$
|
184,686
|
|
$
|
—
|
|
$
|
—
|
|
$
|
184,686
|
|
LIABILITIES:
|
|
|
|
|
|
|
|
|
||||
E.ON contingent obligation – net
|
$
|
—
|
|
$
|
—
|
|
$
|
15,369
|
|
$
|
15,369
|
|
Primary aluminum sales contract
|
—
|
|
—
|
|
1,170
|
|
1,170
|
|
||||
TOTAL
|
$
|
—
|
|
$
|
—
|
|
$
|
16,539
|
|
$
|
16,539
|
|
(1)
|
See
Note 6 Debt
for additional information about the E.ON contingent obligation.
|
|
December 31, 2013
|
December 31, 2012
|
||
Primary aluminum sales contract premium (tonnes) (1)
|
1,782
|
|
20,400
|
|
Midwest premium contracts (tonnes)
|
6,000
|
|
—
|
|
(1)
|
Represents the remaining physical deliveries under the Glencore Metal Agreement.
|
|
December 31,
|
|||||
|
2013
|
2012
|
||||
Debt classified as current liabilities:
|
|
|
||||
Hancock County industrial revenue bonds (“IRBs”) due 2028, interest payable quarterly (variable interest rates (not to exceed 12%)) (1)
|
$
|
7,815
|
|
$
|
7,815
|
|
7.5% senior unsecured notes payable due August 15, 2014, interest payable semiannually (2)
|
2,603
|
|
—
|
|
||
Iceland revolving credit facility (2)(3)
|
6,000
|
|
—
|
|
||
Debt classified as non-current liabilities:
|
|
|
|
|||
7.5% senior secured notes payable due June 1, 2021, net of debt discount of $3,472, interest payable semiannually
|
246,528
|
|
—
|
|
||
8.0% senior secured notes payable due May 15, 2014, net of debt discount of $1,625, interest payable semiannually
|
—
|
|
247,979
|
|
||
7.5% senior unsecured notes payable due August 15, 2014, interest payable semiannually
|
—
|
|
2,603
|
|
||
E.ON contingent obligation, principal and accrued interest, contingently payable monthly, annual interest rate of 10.94% (4)
|
—
|
|
15,369
|
|
||
Total
|
$
|
262,946
|
|
$
|
273,766
|
|
(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 December 31,
2013
was
0.25%
.
|
(2)
|
These items are recorded in Accrued and other current liabilities.
|
(3)
|
Borrowings under the Iceland revolving credit facility bear variable interest based on LIBOR plus the applicable margin per annum. The interest rate at December 31, 2013 was
3.92%
.
|
(4)
|
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 and
Note 4 Fair value measurements
for additional information.
|
(i)
|
all of our and the Guarantor Subsidiaries' property, plant and equipment (other than certain excluded property, such as the assets of Berkeley Aluminum, Inc., the owner of our interest in our Mt. Holly facility);
|
(i)
|
all equity interests in domestic subsidiaries directly owned by us and the Guarantor Subsidiaries and
65%
of equity interests in foreign subsidiaries or foreign holding companies directly owned by us and the Guarantor Subsidiaries;
|
(ii)
|
intercompany notes owed by any non-guarantor to us or any Guarantor Subsidiary to us; and
|
(iii)
|
proceeds of the foregoing.
|
Year
|
Percentage
|
2016
|
105.625%
|
2017
|
103.750%
|
2018
|
101.875%
|
2019 and thereafter
|
100.000%
|
Offsetting of financial instruments and derivatives
|
|
|
|
||||
|
Balance sheet location
|
December 31, 2013
|
December 31, 2012
|
||||
E.ON contingent obligation – principal
|
Other liabilities
|
$
|
(12,902
|
)
|
$
|
(12,902
|
)
|
E.ON contingent obligation – accrued interest
|
Other liabilities
|
(3,879
|
)
|
(2,467
|
)
|
||
E.ON contingent obligation – derivative asset
|
Other liabilities
|
16,781
|
|
—
|
|
||
|
|
$
|
—
|
|
$
|
(15,369
|
)
|
|
2014
|
||
7.5% Notes due 2014
|
$
|
2,603
|
|
Iceland revolving credit facility
|
6,000
|
|
|
Total
|
$
|
8,603
|
|
Common and Preferred Stock Activity:
|
Preferred stock
|
Common stock
|
||||
(in shares)
|
Series A convertible
|
Treasury
|
Outstanding
|
|||
Balance as of December 31, 2010
|
82,515
|
|
—
|
|
92,771,864
|
|
Repurchase of common stock
|
—
|
|
4,386,521
|
|
(4,386,521
|
)
|
Conversion of convertible preferred stock
|
(1,797
|
)
|
—
|
|
179,692
|
|
Issuance for share-based compensation plans
|
—
|
|
—
|
|
279,292
|
|
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
|
(435
|
)
|
—
|
|
43,556
|
|
Issuance for share-based compensation plans
|
—
|
|
—
|
|
60,754
|
|
Balance as of December 31, 2012
|
80,283
|
|
4,786,521
|
|
88,548,637
|
|
Conversion of convertible preferred stock
|
(663
|
)
|
—
|
|
66,244
|
|
Issuance for share-based compensation plans
|
—
|
|
—
|
|
95,396
|
|
Balance as of December 31, 2013
|
79,620
|
|
4,786,521
|
|
88,710,277
|
|
•
|
If we sell or issue shares of common stock or any other stock that votes generally with our common stock, or the occurrence of any other event, including a sale, transfer or other disposition of common stock by Glencore, as a result of
|
•
|
If shares of Series A Convertible Preferred Stock are transferred to an entity that is not an affiliate of Glencore, such shares of Series A Convertible Preferred Stock will convert to shares of our common stock, provided that such transfers may only be made pursuant to an effective registration statement;
|
•
|
Upon a sale of Series A Convertible Preferred Stock by Glencore in a Rule 144 transaction in which the shares of Series A Convertible Preferred Stock and our common stock issuable upon the conversion thereof are not directed to any purchaser, such shares of Series A Convertible Preferred Stock sold will convert to shares of our common stock; and
|
•
|
Immediately prior to and conditioned upon the consummation of a merger, reorganization or consolidation to which we are a party or a sale, abandonment, transfer, lease, license, mortgage, exchange or other disposition of all or substantially all of our property or assets, in one or a series of transactions where, in any such case, all of our common stock would be converted into the right to receive, or exchanged for, cash and/or securities, other than any transaction in which the Series A Convertible Preferred Stock will be redeemed.
|
•
|
We propose a merger, reorganization or consolidation, sale, abandonment, transfer, lease, license, mortgage, exchange or other disposition of all or substantially all of our property or assets where any of our common stock would be converted into the right to receive, or exchanged for, assets other than cash and/or securities traded on a national stock exchange or that are otherwise readily marketable, or
|
•
|
We propose to dissolve and wind up operations and any assets, other than cash and/or securities traded on a national stock exchange or that are otherwise readily marketable, are to be distributed to the holders of our common stock.
|
|
2013
|
2012
|
||||
Raw materials
|
$
|
69,776
|
|
$
|
40,725
|
|
Work-in-process
|
22,183
|
|
15,259
|
|
||
Finished goods
|
17,661
|
|
9,753
|
|
||
Operating and other supplies
|
129,995
|
|
94,188
|
|
||
Inventories (1)
|
$
|
239,615
|
|
$
|
159,925
|
|
(1)
|
The balance at December 31, 2013 includes inventory maintained at the recently acquired Sebree smelter. See
Note 2 Acquisition of Sebree aluminum smelter
for additional information about the Sebree acquisition.
|
|
2013
|
2012
|
||||
Land and improvements
|
$
|
16,021
|
|
$
|
13,021
|
|
Buildings and improvements
|
340,609
|
|
324,497
|
|
||
Machinery and equipment
|
1,464,532
|
|
1,404,928
|
|
||
Construction in progress
|
221,101
|
|
175,283
|
|
||
|
2,042,263
|
|
1,917,729
|
|
||
Less accumulated depreciation
|
(794,602
|
)
|
(729,515
|
)
|
||
Property, plant and equipment - net
|
$
|
1,247,661
|
|
$
|
1,188,214
|
|
Components of Prepaid and other current assets:
|
2013
|
2012
|
||||
Prepaid and other assets
|
$
|
15,051
|
|
$
|
16,956
|
|
Income/withholding tax receivable – current
|
11,437
|
|
14,327
|
|
||
VAT receivable
|
5,648
|
|
3,692
|
|
||
Derivative assets
|
140
|
|
—
|
|
||
|
$
|
32,276
|
|
$
|
34,975
|
|
Components of Other assets:
|
2013
|
2012
|
||||
Investment in BHH and other equity investments
|
$
|
35,767
|
|
$
|
37,880
|
|
Cash surrender value of life insurance and trust assets
|
27,857
|
|
29,125
|
|
||
Maintenance and operating supplies – non-current
|
17,827
|
|
17,844
|
|
||
Other assets
|
10,023
|
|
15,866
|
|
||
|
$
|
91,474
|
|
$
|
100,715
|
|
Components of Accrued and other current liabilities:
|
2013
|
2012
|
||||
Other accrued and current liabilities
|
$
|
30,901
|
|
$
|
20,455
|
|
Accrued severance pay
|
11,438
|
|
1,009
|
|
||
Accrued vacation pay
|
9,135
|
|
6,001
|
|
||
Income taxes payable
|
6,198
|
|
8,146
|
|
||
Revolving credit facility
|
6,000
|
|
—
|
|
||
Current portion of long-term debt
|
2,603
|
|
—
|
|
||
Accrued bond interest
|
1,636
|
|
2,560
|
|
||
Deferred tax liability – current
|
1,555
|
|
1,928
|
|
||
|
$
|
69,466
|
|
$
|
40,099
|
|
Components of Other liabilities:
|
2013
|
2012
|
||||
Asset retirement obligations – non-current
|
$
|
22,884
|
|
$
|
14,775
|
|
Other liabilities
|
7,576
|
|
2,781
|
|
||
Accrued workers’ compensation cost – non-current
|
7,283
|
|
7,237
|
|
||
E.ON contingent liability and accrued interest
|
—
|
|
15,369
|
|
||
|
$
|
37,743
|
|
$
|
40,162
|
|
Components of Accumulated Other Comprehensive Loss:
|
2013
|
2012
|
||||
Defined benefit plan liabilities
|
$
|
(92,177
|
)
|
$
|
(153,225
|
)
|
Equity in investee other comprehensive income (1)
|
(12,650
|
)
|
(12,712
|
)
|
||
Unrealized loss on financial instruments
|
(1,064
|
)
|
(878
|
)
|
||
Other comprehensive loss before income tax effect
|
(105,891
|
)
|
(166,815
|
)
|
||
Income tax effect (2)
|
14,059
|
|
15,623
|
|
||
Accumulated other comprehensive loss
|
$
|
(91,832
|
)
|
$
|
(151,192
|
)
|
(1)
|
The amount includes our equity in the other comprehensive income of Mt. Holly.
|
(2)
|
The allocation of the income tax effect to the components of other comprehensive income is as follows:
|
|
2013
|
2012
|
||||
Defined benefit plan liabilities
|
$
|
14,256
|
|
$
|
15,784
|
|
Equity in investee other comprehensive income
|
418
|
|
488
|
|
||
Unrealized loss on financial instruments
|
(615
|
)
|
(649
|
)
|
|
Defined benefit plan and other postretirement liabilities
|
Equity in investee other comprehensive income
|
Unrealized loss on financial instruments
|
Total, net of tax
|
||||||||
Balance, December 31, 2010
|
$
|
(41,181
|
)
|
$
|
(7,665
|
)
|
$
|
(1,130
|
)
|
$
|
(49,976
|
)
|
Other comprehensive income (loss) before reclassifications
|
(62,212
|
)
|
(253
|
)
|
(479
|
)
|
(62,944
|
)
|
||||
Net amount reclassified to net loss
|
(21,555
|
)
|
—
|
|
(113
|
)
|
(21,668
|
)
|
||||
Balance, December 31, 2011
|
(124,948
|
)
|
(7,918
|
)
|
(1,722
|
)
|
(134,588
|
)
|
||||
Other comprehensive income (loss) before reclassifications
|
(16,691
|
)
|
(4,306
|
)
|
(218
|
)
|
(21,215
|
)
|
||||
Net amount reclassified to net loss
|
4,198
|
|
—
|
|
413
|
|
4,611
|
|
||||
Balance, December 31, 2012
|
(137,441
|
)
|
(12,224
|
)
|
(1,527
|
)
|
(151,192
|
)
|
||||
Other comprehensive income (loss) before reclassifications
|
56,795
|
|
(8
|
)
|
—
|
|
56,787
|
|
||||
Net amount reclassified to net loss
|
2,725
|
|
—
|
|
(152
|
)
|
2,573
|
|
||||
Balance, December 31, 2013
|
$
|
(77,921
|
)
|
$
|
(12,232
|
)
|
$
|
(1,679
|
)
|
$
|
(91,832
|
)
|
|
|
Gains (Losses) Reclassified from AOCI to the Consolidated Statements of Operations
|
||||||||
AOCI Components
|
Location
|
2013
|
2012
|
2011
|
||||||
Defined benefit plan and other postretirement liabilities
|
Cost of goods sold
|
$
|
3,264
|
|
$
|
4,670
|
|
$
|
(16,326
|
)
|
|
Selling, general and administrative expenses
|
990
|
|
1,055
|
|
575
|
|
|||
|
Income tax expense
|
(1,529
|
)
|
(1,527
|
)
|
(5,804
|
)
|
|||
|
Net of tax
|
$
|
2,725
|
|
$
|
4,198
|
|
$
|
(21,555
|
)
|
|
|
|
|
|
||||||
Unrealized loss on financial instruments
|
Cost of goods sold
|
$
|
(186
|
)
|
$
|
381
|
|
$
|
(146
|
)
|
|
Income tax expense
|
34
|
|
32
|
|
33
|
|
|||
|
Net of tax
|
$
|
(152
|
)
|
$
|
413
|
|
$
|
(113
|
)
|
|
Pension
|
|
OPEB
|
||||||||||
|
2013
|
2012
|
|
2013
|
2012
|
||||||||
Change in benefit obligation:
|
|
|
|
|
|
||||||||
Benefit obligation at beginning of year
|
$
|
174,954
|
|
$
|
164,565
|
|
|
$
|
149,263
|
|
$
|
134,289
|
|
Service cost
|
4,735
|
|
2,802
|
|
|
2,527
|
|
1,790
|
|
||||
Interest cost
|
8,908
|
|
6,871
|
|
|
5,681
|
|
5,512
|
|
||||
Medicare Part D
|
—
|
|
—
|
|
|
—
|
|
210
|
|
||||
Actuarial loss (gain)
|
(21,539
|
)
|
8,611
|
|
|
(24,170
|
)
|
11,725
|
|
||||
Acquisition
|
82,988
|
|
—
|
|
|
6,544
|
|
—
|
|
||||
Benefits paid
|
(11,727
|
)
|
(7,895
|
)
|
|
(5,193
|
)
|
(4,263
|
)
|
||||
Benefit obligation at end of year
|
$
|
238,319
|
|
$
|
174,954
|
|
|
$
|
134,652
|
|
$
|
149,263
|
|
|
Pension
|
|
OPEB
|
||||||||||
|
2013
|
2012
|
|
2013
|
2012
|
||||||||
Change in plan assets:
|
|
|
|
|
|
||||||||
Fair value of plan assets at beginning of year
|
$
|
96,234
|
|
$
|
84,967
|
|
|
$
|
—
|
|
$
|
—
|
|
Actual return on plan assets
|
21,675
|
|
10,607
|
|
|
—
|
|
—
|
|
||||
Acquisition
|
81,992
|
|
—
|
|
|
—
|
|
—
|
|
||||
Employer contributions
|
11,130
|
|
8,555
|
|
|
5,193
|
|
4,263
|
|
||||
Benefits paid
|
(11,727
|
)
|
(7,895
|
)
|
|
(5,193
|
)
|
(4,263
|
)
|
||||
Fair value of assets at end of year
|
$
|
199,304
|
|
$
|
96,234
|
|
|
$
|
—
|
|
$
|
—
|
|
|
Pension
|
|
OPEB
|
||||||||||
|
2013
|
2012
|
|
2013
|
2012
|
||||||||
Funded status of plans:
|
|
|
|
|
|
||||||||
Funded status
|
$
|
(39,015
|
)
|
$
|
(78,720
|
)
|
|
$
|
(134,652
|
)
|
$
|
(149,263
|
)
|
Amounts recognized in the Consolidated Balance Sheets
|
|
|
|
|
|
|
|
|
|
||||
Non-current assets
|
$
|
2,547
|
|
$
|
—
|
|
|
$
|
—
|
|
$
|
—
|
|
Current liabilities
|
(1,714
|
)
|
(10,842
|
)
|
|
(5,368
|
)
|
(6,158
|
)
|
||||
Non-current liabilities
|
(39,848
|
)
|
(67,878
|
)
|
|
(129,284
|
)
|
(143,105
|
)
|
||||
Net amount recognized
|
$
|
(39,015
|
)
|
$
|
(78,720
|
)
|
|
$
|
(134,652
|
)
|
$
|
(149,263
|
)
|
Amounts recognized in accumulated other comprehensive loss (pre-tax):
|
|
|
|
|
|
|
|
||||||
Net loss
|
$
|
45,642
|
|
$
|
81,417
|
|
|
$
|
65,754
|
|
$
|
94,947
|
|
Prior service cost (benefit)
|
376
|
|
472
|
|
|
(19,595
|
)
|
(23,611
|
)
|
||||
|
$
|
46,018
|
|
$
|
81,889
|
|
|
$
|
46,159
|
|
$
|
71,336
|
|
|
Projected Benefit Obligation
|
|
Accumulated Benefit Obligation
|
|
Fair Value of Plan assets
|
|||||||||||||||
|
2013
|
2012
|
|
2013
|
2012
|
|
2013
|
2012
|
||||||||||||
Sebree hourly pension plan
|
$
|
80,369
|
|
$
|
—
|
|
|
$
|
80,369
|
|
$
|
—
|
|
|
$
|
82,916
|
|
$
|
—
|
|
CAWV hourly pension plan
|
66,866
|
|
78,812
|
|
|
66,852
|
|
78,171
|
|
|
64,905
|
|
53,909
|
|
||||||
Salaried pension plan
|
66,686
|
|
69,726
|
|
|
60,870
|
|
63,344
|
|
|
51,483
|
|
42,325
|
|
||||||
SERB plan
|
24,398
|
|
26,416
|
|
|
23,369
|
|
25,096
|
|
|
—
|
|
—
|
|
||||||
Total
|
$
|
238,319
|
|
$
|
174,954
|
|
|
$
|
231,460
|
|
$
|
166,611
|
|
|
$
|
199,304
|
|
$
|
96,234
|
|
|
Year Ended December 31,
|
||||||||||||||||||
|
Pension
|
|
OPEB
|
||||||||||||||||
|
2013
|
2012
|
2011
|
|
2013
|
2012
|
2011
|
||||||||||||
Service cost
|
$
|
4,735
|
|
$
|
2,802
|
|
$
|
3,133
|
|
|
$
|
2,527
|
|
$
|
1,790
|
|
$
|
1,668
|
|
Interest cost
|
8,908
|
|
6,871
|
|
6,976
|
|
|
5,681
|
|
5,512
|
|
5,728
|
|
||||||
Expected return on plan assets
|
(10,592
|
)
|
(6,962
|
)
|
(6,631
|
)
|
|
—
|
|
—
|
|
—
|
|
||||||
Amortization of prior service costs
|
113
|
|
137
|
|
137
|
|
|
(3,995
|
)
|
(4,250
|
)
|
(32,814
|
)
|
||||||
Amortization of net loss
|
3,152
|
|
3,642
|
|
1,863
|
|
|
5,022
|
|
6,195
|
|
15,063
|
|
||||||
Net periodic benefit cost
|
6,316
|
|
6,490
|
|
5,478
|
|
|
9,235
|
|
9,247
|
|
(10,355
|
)
|
||||||
Special termination benefits
|
—
|
|
—
|
|
1,147
|
|
|
—
|
|
—
|
|
—
|
|
||||||
Curtailment cost
|
(18
|
)
|
—
|
|
—
|
|
|
(20
|
)
|
—
|
|
—
|
|
||||||
Total net periodic benefit cost
|
$
|
6,298
|
|
$
|
6,490
|
|
$
|
6,625
|
|
|
$
|
9,215
|
|
$
|
9,247
|
|
$
|
(10,355
|
)
|
|
Year Ended December 31,
|
||||||||||||
|
Pension
|
|
OPEB
|
||||||||||
|
2013
|
2012
|
|
2013
|
2012
|
||||||||
Net loss (gain)
|
$
|
(32,624
|
)
|
$
|
4,966
|
|
|
$
|
(24,171
|
)
|
$
|
11,725
|
|
Amortization of net loss
|
(3,152
|
)
|
(3,642
|
)
|
|
(5,022
|
)
|
(6,195
|
)
|
||||
Amortization of prior service benefit (cost)
|
(95
|
)
|
(137
|
)
|
|
4,015
|
|
4,250
|
|
||||
Total amount recognized in other comprehensive loss
|
(35,871
|
)
|
1,187
|
|
|
(25,178
|
)
|
9,780
|
|
||||
Net periodic benefit cost
|
6,298
|
|
6,490
|
|
|
9,215
|
|
9,247
|
|
||||
Total recognized in net periodic benefit cost and other comprehensive loss
|
$
|
(29,573
|
)
|
$
|
7,677
|
|
|
$
|
(15,963
|
)
|
$
|
19,027
|
|
(1)
|
Rate of compensation increase assumption is 3% per year for first five years and then 4% per year for year six and thereafter.
|
|
Pension
|
|
OPEB
|
||||||||||
|
2013
|
2012
|
2011
|
|
2013
|
2012
|
2011
|
||||||
Measurement date
|
12/31/2012
|
|
12/31/2011
|
|
12/31/2010
|
|
|
12/31/2012
|
|
12/31/2011
|
|
12/31/2010
|
|
Fiscal year end
|
12/31/2013
|
|
12/31/2012
|
|
12/31/2011
|
|
|
12/31/2013
|
|
12/31/2012
|
|
12/31/2011
|
|
Discount rate
|
4.00
|
%
|
4.25
|
%
|
5.49
|
%
|
|
4.01
|
%
|
3.83
|
%
|
5.23
|
%
|
Rate of compensation increase (1)
|
3%/4%
|
|
3%/4%
|
|
3%/3%/4%
|
|
|
3%/4%
|
|
3%/4%
|
|
3%/3%/4%
|
|
Expected return on plan assets
|
7.25
|
%
|
8.00
|
%
|
8.00
|
%
|
|
—
|
|
—
|
|
—
|
|
(1)
|
For 2013 and 2012, the rate of compensation increase is 3% per year for first five years and 4% per year for year six and thereafter. For 2011, the rate of compensation increase is for 3% per year for years 1 and 2 and 4% per year for year 3 and thereafter.
|
|
1% Increase
|
|
1% Decrease
|
||||
Effect on total of service and interest cost
|
$
|
1,585
|
|
|
$
|
(1,256
|
)
|
Effect on accumulated postretirement benefit obligation
|
19,465
|
|
|
(16,095
|
)
|
|
2013
|
2012
|
2011
|
||||||
Company matching contribution to defined contribution (401(k)) plans
|
$
|
1,138
|
|
$
|
748
|
|
$
|
640
|
|
•
|
Provide a total return that, over the long term, provides sufficient assets to fund the pension plan liabilities.
|
•
|
Maximize the return on assets, over the long term, by investing a majority of the Pension Plans’ assets in equities. The inclusion of additional asset classes with differing rates of return, volatility and correlation are utilized to reduce risk by providing diversification relative to equities.
|
•
|
Diversify investments within asset classes to reduce the impact of losses in single investments.
|
|
Pension Plan Asset Allocation
|
|||||
|
Policy Target
|
December 31, 2013
|
December 31, 2012
|
|||
Equities:
|
|
|
|
|||
U.S. equities
|
50
|
%
|
43
|
%
|
50
|
%
|
International equities
|
15
|
%
|
20
|
%
|
16
|
%
|
Fixed income
|
35
|
%
|
37
|
%
|
34
|
%
|
|
|
|
100
|
%
|
100
|
%
|
•
|
Provide higher expected returns of the major asset classes.
|
•
|
Maintain a diversified exposure within the U.S. and international stock markets through the use of multi-manager portfolio strategies.
|
•
|
Achieve returns in excess of passive indexes through the use of active investment managers and strategies.
|
•
|
Diversify the Pension Plans’ equity exposure by investing in fixed income securities that exhibit a low correlation to equities, thereby lowering the overall return volatility of the entire investment portfolio.
|
•
|
Maintain a diversified exposure within the U.S. fixed income market through the use of multi-manager portfolio strategies.
|
•
|
Achieve returns in excess of passive indexes through the use of active investment managers and strategies.
|
As of December 31, 2013
|
Total
|
||
Equities:
|
|
||
U.S. equities
|
$
|
86,323
|
|
International equities
|
40,093
|
|
|
Fixed income
|
72,888
|
|
|
Total
|
$
|
199,304
|
|
As of December 31, 2012
|
|
|
|
Equities:
|
|
|
|
U.S. equities
|
$
|
47,728
|
|
International equities
|
15,318
|
|
|
Fixed income
|
32,734
|
|
|
Cash deposit in transit
|
454
|
|
|
Total
|
$
|
96,234
|
|
•
|
U.S. listed equities; equity and fixed income options: Last sale price; last bid price if no last sale price;
|
•
|
U.S. over-the-counter equities: Official closing price; last bid price if no closing price;
|
•
|
Foreign equities: Official closing price, where available, or last sale price; last bid price if no official closing price; and
|
•
|
Municipal bonds, US bonds, Eurobonds/foreign bonds: Evaluated bid price; broker quote if no evaluated bid price.
|
|
2014
|
||
Expected pension plan contributions
|
$
|
10,094
|
|
Expected OPEB benefits payments
|
5,370
|
|
|
Pension Benefits
|
|
OPEB Benefits
|
||||
2014
|
$
|
12,913
|
|
|
$
|
5,370
|
|
2015
|
13,185
|
|
|
5,978
|
|
||
2016
|
13,440
|
|
|
6,641
|
|
||
2017
|
13,849
|
|
|
7,174
|
|
||
2018
|
14,317
|
|
|
7,784
|
|
||
2019 – 2023
|
77,708
|
|
|
44,393
|
|
•
|
Assets contributed to the multiemployer plan by one employer may be used to provide benefits to employees of other participating employers.
|
•
|
If a participating employer stops contributing to the plan, the unfunded obligations of the plan may be borne by the remaining participating employers.
|
•
|
If a participating employer chooses to stop participating in a multiemployer plan, the employer may be required to pay the plan an amount based on the underfunded status of the plan, referred to as a withdrawal liability.
|
Fund
|
Steelworkers Pension Trust
|
EIN / PN
|
23-6648508/499
|
Pension Protection Act Zone Status 2013 (1)
|
Green
|
Pension Protection Act Zone Status 2012 (1)
|
Green
|
Subject to Financial Improvement/Rehabilitation Plan
|
No
|
Contributions of Century Aluminum 2013 (2)
|
$2,171
|
Contributions of Century Aluminum 2012 (2)
|
$2,282
|
Contributions of Century Aluminum 2011 (2)
|
$2,117
|
Withdrawal from Plan Probable
|
No
|
Surcharge Imposed
|
No
|
Expiration Date of Collective Bargaining Agreement
|
April 1, 2015
|
(1)
|
The most recent Pension Protection Act zone status available in
2013
and
2012
is for the plan's year-end December 31,
2012
and December 31,
2011
, respectively. The zone status is based on information that Century received from the plan as well as publicly available information per the Department of Labor and is certified by the plan’s actuary. Among other factors, plans in the green zone are at least 80 percent funded.
|
(2)
|
Our contributions to the Steelworkers Pension Trust are not
5%
or more of the total contributions to the plan.
|
Options
|
Number
|
Weighted Average Exercise Price
|
Weighted Average Remaining Contractual Term (years)
|
Aggregate Intrinsic Value
|
|||||
Outstanding at January 1, 2013
|
626,334
|
|
$
|
24.60
|
|
|
|
||
Exercised
|
(6,000
|
)
|
7.43
|
|
|
|
|||
Forfeited/expired
|
(501
|
)
|
19.01
|
|
|
|
|||
Outstanding, fully vested and exercisable at December 31, 2013 (1)
|
619,833
|
|
$
|
24.77
|
|
4.86
|
$
|
1,065
|
|
(1)
|
As explained above, all unvested stock options immediately vested and became immediately exercisable in 2011. All such options will remain exercisable for their respective remaining term, regardless of whether the awardees remain employees of Century.
|
Service-based share awards
|
|
|
Outstanding at January 1, 2013
|
396,133
|
|
Granted
|
303,159
|
|
Vested
|
(128,048
|
)
|
Forfeited
|
(128,507
|
)
|
Outstanding at December 31, 2013
|
442,737
|
|
|
Year ended December 31,
|
|||||
|
2013
|
2012
|
2011
|
|||
Weighted average per share fair value of service-based share grants
|
$8.19
|
$8.14
|
$15.49
|
|||
Total intrinsic value of option exercises
|
13
|
|
—
|
|
72
|
|
Total fair value of stock options vested during the period
|
—
|
|
—
|
|
1,403
|
|
|
Year ended December 31,
|
||||||||
|
2013
|
2012
|
2011
|
||||||
Share-based compensation expense reported:
|
|
|
|
||||||
Performance-based share expense
|
$
|
475
|
|
$
|
27
|
|
$
|
1,836
|
|
Service-based share expense
|
603
|
|
586
|
|
692
|
|
|||
Stock option expense
|
—
|
|
—
|
|
328
|
|
|||
Total share-based compensation expense before income tax
|
1,078
|
|
613
|
|
2,856
|
|
|||
Income tax
|
—
|
|
—
|
|
—
|
|
|||
Total share-based compensation expense, net of income tax
|
$
|
1,078
|
|
$
|
613
|
|
$
|
2,856
|
|
|
For the year ended December 31, 2013
|
|||||||
|
Net loss
|
Shares (000)
|
Per-Share
|
|||||
Net loss
|
$
|
(40,313
|
)
|
|
|
|||
Amount allocated to common shareholders (1)
|
100.00
|
%
|
|
|
||||
Basic and Diluted EPS:
|
|
|
|
|
||||
Loss available to common shareholders
|
$
|
(40,313
|
)
|
88,612
|
|
$
|
(0.45
|
)
|
|
For the year ended December 31, 2012
|
|||||||
|
Net loss
|
Shares (000)
|
Per-Share
|
|||||
Net loss
|
$
|
(35,610
|
)
|
|
|
|
||
Amount allocated to common shareholders (1)
|
100.00
|
%
|
|
|
|
|||
Basic and Diluted EPS:
|
|
|
|
|
|
|||
Loss available to common shareholders
|
$
|
(35,610
|
)
|
88,534
|
|
$
|
(0.40
|
)
|
|
For the year ended December 31, 2011
|
|||||||
|
Net income
|
Shares (000)
|
Per-Share
|
|||||
Net income
|
$
|
11,325
|
|
|
|
|
||
Amount allocated to common shareholders
|
91.87
|
%
|
|
|
|
|||
Basic EPS:
|
|
|
|
|
|
|||
Income allocable to common shareholders
|
$
|
10,404
|
|
91,854
|
|
$
|
0.11
|
|
Effect of Dilutive Securities:
|
|
|
|
|
|
|
||
Share-based compensation plans
|
|
|
403
|
|
|
|
||
Diluted EPS:
|
|
|
|
|
|
|
||
Income applicable to common shareholders with assumed conversion
|
$
|
10,404
|
|
92,257
|
|
$
|
0.11
|
|
(1)
|
We have not allocated net losses between common and preferred shareholders, as the holders of our preferred shares do not have a contractual obligation to share in the loss.
|
Antidilutive securities excluded from the calculation of diluted EPS:
|
|
|
|
|||
|
2013
|
2012
|
2011
|
|||
Stock options (1)
|
619,833
|
|
626,334
|
|
353,000
|
|
Service-based share awards (1)
|
442,737
|
|
396,133
|
|
—
|
|
(1)
|
In periods when we report a net loss, all share awards are excluded from the calculation of diluted weighted average shares outstanding because of their antidilutive effect on earnings (loss) per share.
|
|
2013
|
2012
|
||||
Deferred tax assets:
|
|
|
||||
Accrued postretirement benefit cost
|
$
|
12,851
|
|
$
|
9,184
|
|
Accrued liabilities
|
2,355
|
|
8,289
|
|
||
Share-based compensation
|
5,327
|
|
2,941
|
|
||
Derivative and hedging contracts
|
116,550
|
|
180,121
|
|
||
Goodwill
|
12,421
|
|
14,654
|
|
||
Equity contra - other comprehensive loss
|
61,216
|
|
81,039
|
|
||
Capital losses
|
14,512
|
|
9,056
|
|
||
Net operating losses and tax credits
|
637,721
|
|
509,618
|
|
||
Other
|
1,533
|
|
138
|
|
||
Total deferred tax assets
|
864,486
|
|
815,040
|
|
||
Valuation allowance
|
(765,023
|
)
|
(656,352
|
)
|
||
Net deferred tax assets
|
$
|
99,463
|
|
$
|
158,688
|
|
Deferred tax liabilities:
|
|
|
|
|
||
Tax over financial statement depreciation
|
$
|
(145,945
|
)
|
$
|
(145,213
|
)
|
Pension
|
(11,543
|
)
|
(8,905
|
)
|
||
Income from domestic partnership
|
—
|
|
4
|
|
||
Unremitted foreign earnings
|
(35,344
|
)
|
(93,824
|
)
|
||
Foreign basis differences
|
(790
|
)
|
(3,204
|
)
|
||
Total deferred tax liabilities
|
(193,622
|
)
|
(251,142
|
)
|
||
Net deferred tax liability
|
$
|
(94,159
|
)
|
$
|
(92,454
|
)
|
|
2013
|
2012
|
||||
Beginning balance, valuation allowance
|
$
|
656,352
|
|
$
|
773,714
|
|
Change in valuation allowance
|
108,671
|
|
(117,362
|
)
|
||
Ending balance, valuation allowance
|
$
|
765,023
|
|
$
|
656,352
|
|
|
2013
|
2012
|
||||
Federal (1)
|
$
|
1,287,118
|
|
$
|
1,176,802
|
|
State (2)
|
2,077,890
|
|
1,106,961
|
|
||
Foreign (3)
|
459,457
|
|
341,290
|
|
(1)
|
The federal NOL begins to expire in
2028
.
|
(2)
|
The state NOLs begin to expire in
2027
.
|
(3)
|
The Icelandic NOL begins to expire in
2017
; Dutch NOL begins to expire in
2022
.
|
|
2013
|
2012
|
2011
|
||||||
Balance as of January 1,
|
$
|
17,600
|
|
$
|
15,900
|
|
$
|
16,600
|
|
Additions based on tax positions related to the current year
|
700
|
|
2,700
|
|
2,500
|
|
|||
Decreases due to lapse of applicable statute of limitations
|
(2,800
|
)
|
(800
|
)
|
(3,200
|
)
|
|||
Settlements
|
(14,300
|
)
|
(200
|
)
|
—
|
|
|||
Balance as of December 31,
|
$
|
1,200
|
|
$
|
17,600
|
|
$
|
15,900
|
|
|
2013
|
2012
|
2011
|
||||||
Highly certain tax positions
|
$
|
1,100
|
|
$
|
16,900
|
|
$
|
15,100
|
|
Other unrecognized tax benefits
|
100
|
|
700
|
|
800
|
|
|||
Gross unrecognized tax benefits
|
$
|
1,200
|
|
$
|
17,600
|
|
$
|
15,900
|
|
Accrued interest and penalties related to unrecognized tax benefits
|
$
|
100
|
|
$
|
100
|
|
$
|
100
|
|
Contract
|
Customer
|
Volume
|
Term
|
Pricing
|
Glencore Grundartangi Metal Agreement (1)
|
Glencore
|
All primary aluminum produced at Grundartangi, net of tolling and other sales commitments
|
January 1, 2014 through December 31, 2017
|
Variable, based on LME and European Duty Paid premium
|
Southwire Metal Agreement (2)
|
Southwire
|
216 million pounds per year (high conductivity molten aluminum)
|
January 1, 2014 through December 31, 2014
|
Variable, based on U.S. Midwest Transaction Price
|
(1)
|
The Glencore Grundartangi Metal Agreement is for all metal produced at Grundartangi from 2014 through 2017 less commitments under existing tolling and other sales contracts. Grundartangi currently estimates that it will sell Glencore approximately
155,000
tonnes of aluminum under this agreement in 2014.
|
(2)
|
Southwire may, at its option, increase the volume purchased under the agreement by up to
four
percent by adjusting their monthly metal commitment.
|
Contract
|
Customer
|
Volume
|
Term
|
Pricing
|
Glencore Toll Agreement
|
Glencore
|
90,000 tpy
|
Through July 31, 2016
|
Variable, based on LME and European Duty Paid premium
|
Glencore Toll Agreement
|
Glencore
|
40,000 tpy
|
Through December 31, 2014
|
Variable, based on LME and European Duty Paid premium
|
|
December 31, 2013
|
December 31, 2012
|
||
|
(in tonnes)
|
|||
Other forward delivery contracts – total
|
118,373
|
|
88,827
|
|
Other forward delivery contracts – Glencore
|
20,008
|
|
1,811
|
|
|
Year ended December 31,
|
|||||
|
2013
|
2012
|
||||
Beginning balance, ARO liability
|
$
|
16,124
|
|
$
|
15,171
|
|
Additional ARO liability incurred
|
1,730
|
|
1,166
|
|
||
ARO liabilities settled
|
(2,580
|
)
|
(1,380
|
)
|
||
Accretion expense
|
1,733
|
|
1,167
|
|
||
Additional ARO liability from Sebree acquisition
|
10,106
|
|
—
|
|
||
Ending balance, ARO liability
|
$
|
27,113
|
|
$
|
16,124
|
|
|
Year Ended December 31,
|
||||||||
|
2013
|
2012
|
2011
|
||||||
Cash paid for:
|
|
|
|
|
|||||
Interest
|
$
|
20,539
|
|
$
|
20,212
|
|
$
|
21,257
|
|
Income/withholding taxes (1)
|
28,654
|
|
41,455
|
|
64,622
|
|
|||
Non-cash investing activities:
|
|
|
|
|
|
|
|||
Accrued capital costs
|
$
|
9,409
|
|
$
|
(683
|
)
|
$
|
1,041
|
|
(1)
|
We paid withholding taxes in Iceland of
$18,067
,
$22,633
and
$47,074
during the years ended December 31,
2013
,
2012
and 2011, respectively. Our tax payments in Iceland for withholding taxes, income taxes and associated refunds are denominated in ISK.
|
|
Net sales
|
Gross profit (loss)
|
Net income (loss)
|
Net income (loss) allocated to common shareholders
|
Earnings (loss) per share
|
||||||||||
2013
|
|
|
|
|
|
||||||||||
4th Quarter (1)
|
$
|
401,174
|
|
$
|
15,285
|
|
$
|
(9,675
|
)
|
$
|
(9,675
|
)
|
$
|
(0.11
|
)
|
3rd Quarter (2)
|
399,928
|
|
12,354
|
|
(9,507
|
)
|
(9,507
|
)
|
(0.11
|
)
|
|||||
2nd Quarter (3)
|
331,937
|
|
(5,698
|
)
|
(29,384
|
)
|
(29,384
|
)
|
(0.33
|
)
|
|||||
1st Quarter (4)
|
321,274
|
|
17,582
|
|
8,253
|
|
7,567
|
|
0.09
|
|
|||||
2012
|
|
|
|
|
|
|
|
|
|
|
|||||
4th Quarter
|
$
|
317,667
|
|
$
|
16,543
|
|
$
|
(6,909
|
)
|
$
|
(6,909
|
)
|
$
|
(0.08
|
)
|
3rd Quarter (5)
|
304,635
|
|
3,250
|
|
(12,023
|
)
|
(12,023
|
)
|
(0.14
|
)
|
|||||
2nd Quarter (6)
|
323,619
|
|
5,957
|
|
(12,277
|
)
|
(12,277
|
)
|
(0.14
|
)
|
|||||
1st Quarter (7)
|
326,190
|
|
20,592
|
|
(4,401
|
)
|
(4,401
|
)
|
(0.05
|
)
|
(1)
|
The fourth quarter of
2013
cost of sales included a benefit of
$16,570
related to deferred power contract liability amortization and a
$9,040
benefit for lower of cost or market inventory adjustments. The financial results also include an
$8,400
charge relating to the separation of our former CEO.
|
(2)
|
The third quarter of
2013
cost of sales included an
$11,720
benefit for deferred power contract liability amortization and a
$5,762
benefit for lower of cost or market inventory adjustments.
|
(3)
|
The second quarter of
2013
amounts differ from our reported second quarter results due to purchase price accounting adjustments related to the Sebree acquisition which were retroactively applied to the second quarter of 2013. The second quarter of
2013
net loss included a gain on bargain purchase of
$5,253
and power contract amortization of
$2,741
associated with the Sebree acquisition. Results were negatively impacted by a charge of
$3,272
for the early extinguishment of our 8.0% Notes and a charge for severance and other expenses of
$1,750
related to our corporate headquarters relocation. Cost of sales for the quarter included a
$10,211
charge for lower of cost or market inventory adjustments.
|
(4)
|
The first quarter of
2013
net income included a net benefit of
$2,225
related to a litigation reserve adjustment and an unrealized gain of
$15,722
related to a LME-based contingent obligation. Results were negatively impacted by severance and other expenses of
$2,213
related to our corporate headquarters relocation. Cost of sales for the quarter included a
$5,838
charge for lower of cost or market inventory adjustments.
|
(5)
|
The third quarter of
2012
net loss included a net benefit of $
4,100
related to certain litigation items. Cost of sales for the quarter included an $
8,201
benefit for lower of cost or market inventory adjustments.
|
(6)
|
The second quarter of
2012
net loss included an unrealized net gain on forward contracts of $
1,778
primarily related to the mark to market of aluminum price protection options. Cost of sales for the quarter included a $
5,434
charge for lower of cost or market inventory adjustments.
|
(7)
|
The first quarter of
2012
net loss included an unrealized loss on forward contracts of $
4,955
primarily related to the mark to market of aluminum price protection options. Cost of sales for the quarter included a $
17,051
benefit for lower of cost or market inventory adjustments.
|
Segment assets (1)
|
2013
|
2012
|
2011
|
||||||
Primary
|
$
|
1,770,749
|
|
$
|
1,730,321
|
|
$
|
1,767,305
|
|
Corporate, unallocated
|
39,447
|
|
46,005
|
|
43,789
|
|
|||
Total assets
|
$
|
1,810,196
|
|
$
|
1,776,326
|
|
$
|
1,811,094
|
|
(1)
|
Segment assets include accounts receivable, due from affiliates, prepaid and other current assets, inventory, intangible assets and property, plant and equipment — net; the remaining assets are unallocated corporate assets.
|
|
2013
|
2012
|
2011
|
||||||
Net sales:
|
|
|
|
||||||
United States
|
$
|
1,022,081
|
|
$
|
821,976
|
|
$
|
835,796
|
|
Iceland
|
432,232
|
|
450,135
|
|
520,628
|
|
|||
Long-lived assets: (1)
|
|
|
|
|
|
|
|||
United States
|
$
|
392,424
|
|
$
|
368,897
|
|
$
|
401,173
|
|
Iceland
|
853,636
|
|
869,809
|
|
884,682
|
|
|||
Other
|
93,075
|
|
50,223
|
|
36,919
|
|
(1)
|
Includes long-lived assets other than financial instruments.
|
|
Year Ended December 31,
|
||||||||
|
2013
|
2012
|
2011
|
||||||
Net sales to Glencore
|
$
|
511,051
|
|
$
|
552,299
|
|
$
|
564,431
|
|
Purchases from Glencore
|
173,693
|
|
145,589
|
|
187,691
|
|
|||
Purchases from BHH
|
86,678
|
|
39,337
|
|
19,543
|
|
|||
Cash premium to Glencore for put option contracts
|
—
|
|
—
|
|
2,106
|
|
|
December 31,
|
|||||
|
2013
|
2012
|
||||
Current assets
|
$
|
53,299
|
|
$
|
52,098
|
|
Non-current assets
|
45,996
|
|
46,928
|
|
||
Current liabilities
|
27,530
|
|
28,437
|
|
||
Non-current liabilities
|
1,551
|
|
977
|
|
|
Twelve months ended December 31,
|
||||||||
|
2013
|
2012
|
2011
|
||||||
Net sales
|
$
|
96,498
|
|
$
|
88,312
|
|
$
|
105,845
|
|
Gross profit
|
17,670
|
|
13,439
|
|
16,577
|
|
|||
Income from continuing operations
|
6,433
|
|
7,101
|
|
8,859
|
|
CONDENSED CONSOLIDATING BALANCE SHEET
|
|||||||||||||||
As of December 31, 2013
|
|||||||||||||||
|
Combined Guarantor Subsidiaries
|
Combined Non-Guarantor Subsidiaries
|
The Company
|
Reclassifications and Eliminations
|
Consolidated
|
||||||||||
Assets:
|
|
|
|
|
|
||||||||||
Cash and cash equivalents
|
$
|
—
|
|
$
|
37,977
|
|
$
|
46,111
|
|
$
|
—
|
|
$
|
84,088
|
|
Restricted cash
|
787
|
|
910
|
|
—
|
|
—
|
|
1,697
|
|
|||||
Accounts receivable — net
|
45,205
|
|
10,979
|
|
—
|
|
—
|
|
56,184
|
|
|||||
Due from affiliates
|
303,031
|
|
36,995
|
|
2,304,874
|
|
(2,601,313
|
)
|
43,587
|
|
|||||
Inventories
|
166,137
|
|
73,478
|
|
—
|
|
—
|
|
239,615
|
|
|||||
Prepaid and other current assets
|
6,350
|
|
20,531
|
|
5,395
|
|
—
|
|
32,276
|
|
|||||
Deferred taxes — current portion
|
—
|
|
14,540
|
|
—
|
|
(926
|
)
|
13,614
|
|
|||||
Total current assets
|
521,510
|
|
195,410
|
|
2,356,380
|
|
(2,602,239
|
)
|
471,061
|
|
|||||
Investment in subsidiaries
|
55,929
|
|
—
|
|
(1,087,216
|
)
|
1,031,287
|
|
—
|
|
|||||
Property, plant and equipment — net
|
351,096
|
|
895,381
|
|
1,621
|
|
(437
|
)
|
1,247,661
|
|
|||||
Due from affiliates – less current portion
|
—
|
|
32,066
|
|
—
|
|
(32,066
|
)
|
—
|
|
|||||
Other assets
|
21,163
|
|
33,132
|
|
32,431
|
|
4,748
|
|
91,474
|
|
|||||
Total
|
$
|
949,698
|
|
$
|
1,155,989
|
|
$
|
1,303,216
|
|
$
|
(1,598,707
|
)
|
$
|
1,810,196
|
|
Liabilities and shareholders’ equity:
|
|
|
|
|
|
|
|
|
|
||||||
Accounts payable, trade
|
$
|
65,384
|
|
$
|
42,351
|
|
$
|
755
|
|
$
|
—
|
|
$
|
108,490
|
|
Due to affiliates
|
2,015,550
|
|
97,351
|
|
—
|
|
(2,059,319
|
)
|
53,582
|
|
|||||
Accrued and other current liabilities
|
25,419
|
|
26,005
|
|
16,486
|
|
1,556
|
|
69,466
|
|
|||||
Accrued employee benefits costs
|
12,880
|
|
—
|
|
2,737
|
|
(7,207
|
)
|
8,410
|
|
|||||
Industrial revenue bonds
|
7,815
|
|
—
|
|
—
|
|
—
|
|
7,815
|
|
|||||
Total current liabilities
|
2,127,048
|
|
165,707
|
|
19,978
|
|
(2,064,970
|
)
|
247,763
|
|
|||||
Senior notes payable
|
—
|
|
—
|
|
246,528
|
|
—
|
|
246,528
|
|
|||||
Accrued pension benefit costs — less current portion
|
6,183
|
|
—
|
|
26,458
|
|
7,207
|
|
39,848
|
|
|||||
Accrued postretirement benefit costs — less current portion
|
124,466
|
|
—
|
|
4,818
|
|
—
|
|
129,284
|
|
|||||
Other liabilities/intercompany loan
|
58,367
|
|
548,985
|
|
2,622
|
|
(572,231
|
)
|
37,743
|
|
|||||
Deferred taxes
|
—
|
|
106,218
|
|
—
|
|
—
|
|
106,218
|
|
|||||
Total noncurrent liabilities
|
189,016
|
|
655,203
|
|
280,426
|
|
(565,024
|
)
|
559,621
|
|
|||||
Shareholders’ equity:
|
|
|
|
|
|
|
|
|
|
||||||
Series A Preferred stock
|
—
|
|
—
|
|
1
|
|
—
|
|
1
|
|
|||||
Common stock
|
60
|
|
12
|
|
935
|
|
(72
|
)
|
935
|
|
|||||
Additional paid-in capital
|
268,467
|
|
179,493
|
|
2,508,574
|
|
(447,960
|
)
|
2,508,574
|
|
|||||
Treasury stock, at cost
|
—
|
|
—
|
|
(49,924
|
)
|
—
|
|
(49,924
|
)
|
|||||
Accumulated other comprehensive loss
|
(92,803
|
)
|
(1,678
|
)
|
(91,832
|
)
|
94,481
|
|
(91,832
|
)
|
|||||
Retained earnings (accumulated deficit)
|
(1,542,090
|
)
|
157,252
|
|
(1,364,942
|
)
|
1,384,838
|
|
(1,364,942
|
)
|
|||||
Total shareholders’ equity
|
(1,366,366
|
)
|
335,079
|
|
1,002,812
|
|
1,031,287
|
|
1,002,812
|
|
|||||
Total
|
$
|
949,698
|
|
$
|
1,155,989
|
|
$
|
1,303,216
|
|
$
|
(1,598,707
|
)
|
$
|
1,810,196
|
|
CONDENSED CONSOLIDATING BALANCE SHEET
|
|||||||||||||||
As of December 31, 2012
|
|||||||||||||||
|
Combined Guarantor Subsidiaries
|
Combined Non-Guarantor Subsidiaries
|
The Company
|
Reclassifications and Eliminations
|
Consolidated
|
||||||||||
Assets:
|
|
|
|
|
|
||||||||||
Cash and cash equivalents
|
$
|
—
|
|
$
|
110,016
|
|
$
|
73,960
|
|
$
|
—
|
|
$
|
183,976
|
|
Restricted cash
|
258
|
|
—
|
|
—
|
|
—
|
|
258
|
|
|||||
Accounts receivable — net
|
38,328
|
|
12,339
|
|
—
|
|
—
|
|
50,667
|
|
|||||
Due from affiliates
|
604,008
|
|
38,328
|
|
2,391,249
|
|
(2,995,715
|
)
|
37,870
|
|
|||||
Inventories
|
97,847
|
|
62,078
|
|
—
|
|
—
|
|
159,925
|
|
|||||
Prepaid and other current assets
|
4,421
|
|
30,650
|
|
8,063
|
|
(8,159
|
)
|
34,975
|
|
|||||
Deferred taxes — current portion
|
—
|
|
17,799
|
|
—
|
|
1,927
|
|
19,726
|
|
|||||
Total current assets
|
744,862
|
|
271,210
|
|
2,473,272
|
|
(3,001,947
|
)
|
487,397
|
|
|||||
Investment in subsidiaries
|
40,335
|
|
—
|
|
(1,039,141
|
)
|
998,806
|
|
—
|
|
|||||
Property, plant and equipment — net
|
313,090
|
|
874,559
|
|
916
|
|
(351
|
)
|
1,188,214
|
|
|||||
Due from affiliates - less current portion
|
—
|
|
3,588
|
|
—
|
|
(3,588
|
)
|
—
|
|
|||||
Other assets
|
17,616
|
|
45,474
|
|
37,027
|
|
598
|
|
100,715
|
|
|||||
Total
|
$
|
1,115,903
|
|
$
|
1,194,831
|
|
$
|
1,472,074
|
|
$
|
(2,006,482
|
)
|
$
|
1,776,326
|
|
Liabilities and shareholders’ equity:
|
|
|
|
|
|
|
|
|
|
||||||
Accounts payable, trade
|
$
|
37,301
|
|
$
|
37,627
|
|
$
|
442
|
|
$
|
—
|
|
$
|
75,370
|
|
Due to affiliates
|
2,098,320
|
|
105,945
|
|
193,788
|
|
(2,358,316
|
)
|
39,737
|
|
|||||
Accrued and other current liabilities
|
13,031
|
|
31,332
|
|
1,967
|
|
(6,231
|
)
|
40,099
|
|
|||||
Accrued employee benefits costs
|
15,926
|
|
—
|
|
2,757
|
|
—
|
|
18,683
|
|
|||||
Industrial revenue bonds
|
7,815
|
|
—
|
|
—
|
|
—
|
|
7,815
|
|
|||||
Total current liabilities
|
2,172,393
|
|
174,904
|
|
198,954
|
|
(2,364,547
|
)
|
181,704
|
|
|||||
Senior notes payable
|
—
|
|
—
|
|
250,582
|
|
—
|
|
250,582
|
|
|||||
Accrued pension benefit costs — less current portion
|
36,087
|
|
—
|
|
31,791
|
|
—
|
|
67,878
|
|
|||||
Accrued postretirement benefit costs — less current portion
|
137,184
|
|
—
|
|
5,921
|
|
—
|
|
143,105
|
|
|||||
Other liabilities/intercompany loan
|
65,377
|
|
614,585
|
|
2,183
|
|
(641,983
|
)
|
40,162
|
|
|||||
Deferred taxes
|
—
|
|
109,011
|
|
—
|
|
1,241
|
|
110,252
|
|
|||||
Total noncurrent liabilities
|
238,648
|
|
723,596
|
|
290,477
|
|
(640,742
|
)
|
611,979
|
|
|||||
Shareholders’ equity:
|
|
|
|
|
|
|
|
|
|
||||||
Series A Preferred stock
|
—
|
|
—
|
|
1
|
|
—
|
|
1
|
|
|||||
Common stock
|
60
|
|
12
|
|
933
|
|
(72
|
)
|
933
|
|
|||||
Additional paid-in capital
|
303,659
|
|
150,743
|
|
2,507,454
|
|
(454,402
|
)
|
2,507,454
|
|
|||||
Treasury stock, at cost
|
—
|
|
—
|
|
(49,924
|
)
|
—
|
|
(49,924
|
)
|
|||||
Accumulated other comprehensive loss
|
(146,862
|
)
|
(1,525
|
)
|
(151,192
|
)
|
148,387
|
|
(151,192
|
)
|
|||||
Retained earnings (accumulated deficit)
|
(1,451,995
|
)
|
147,101
|
|
(1,324,629
|
)
|
1,304,894
|
|
(1,324,629
|
)
|
|||||
Total shareholders’ equity
|
(1,295,138
|
)
|
296,331
|
|
982,643
|
|
998,807
|
|
982,643
|
|
|||||
Total
|
$
|
1,115,903
|
|
$
|
1,194,831
|
|
$
|
1,472,074
|
|
$
|
(2,006,482
|
)
|
$
|
1,776,326
|
|
CONDENSED CONSOLIDATING STATEMENTS OF COMPREHENSIVE INCOME (LOSS)
|
|||||||||||||||
For the year ended December 31, 2013
|
|||||||||||||||
|
Combined Guarantor Subsidiaries
|
Combined Non-Guarantor Subsidiaries
|
The Company
|
Reclassifications and Eliminations
|
Consolidated
|
||||||||||
NET SALES:
|
|
|
|
|
|
||||||||||
Third-party customers
|
$
|
751,767
|
|
$
|
191,495
|
|
$
|
—
|
|
$
|
—
|
|
$
|
943,262
|
|
Related parties
|
270,314
|
|
240,737
|
|
—
|
|
—
|
|
511,051
|
|
|||||
|
1,022,081
|
|
432,232
|
|
—
|
|
—
|
|
1,454,313
|
|
|||||
Cost of goods sold
|
1,060,613
|
|
354,177
|
|
—
|
|
—
|
|
1,414,790
|
|
|||||
Gross profit (loss)
|
(38,532
|
)
|
78,055
|
|
—
|
|
—
|
|
39,523
|
|
|||||
Other operating expense – net
|
8,602
|
|
—
|
|
—
|
|
—
|
|
8,602
|
|
|||||
Selling, general and administrative expenses
|
52,398
|
|
15,079
|
|
—
|
|
—
|
|
67,477
|
|
|||||
Operating income (loss)
|
(99,532
|
)
|
62,976
|
|
—
|
|
—
|
|
(36,556
|
)
|
|||||
Interest expense – third party
|
(23,054
|
)
|
(37
|
)
|
—
|
|
—
|
|
(23,091
|
)
|
|||||
Interest expense – affiliates
|
56,480
|
|
(56,480
|
)
|
—
|
|
—
|
|
—
|
|
|||||
Interest income – third party
|
37
|
|
691
|
|
—
|
|
—
|
|
728
|
|
|||||
Net gain on forward and derivative contracts
|
16,598
|
|
—
|
|
—
|
|
—
|
|
16,598
|
|
|||||
Gain on bargain purchase
|
5,253
|
|
—
|
|
—
|
|
—
|
|
5,253
|
|
|||||
Loss on early extinguishment of debt
|
(3,272
|
)
|
—
|
|
—
|
|
—
|
|
(3,272
|
)
|
|||||
Other income – net
|
410
|
|
86
|
|
—
|
|
—
|
|
496
|
|
|||||
Income (loss) before income taxes and equity in earnings (loss) of subsidiaries and joint ventures
|
(47,080
|
)
|
7,236
|
|
—
|
|
—
|
|
(39,844
|
)
|
|||||
Income tax benefit (expense)
|
(3,386
|
)
|
255
|
|
—
|
|
—
|
|
(3,131
|
)
|
|||||
Income (loss) before equity in earnings (loss) of subsidiaries and joint ventures
|
(50,466
|
)
|
7,491
|
|
—
|
|
—
|
|
(42,975
|
)
|
|||||
Equity in earnings (loss) of subsidiaries and joint ventures
|
(13,136
|
)
|
2,662
|
|
(40,313
|
)
|
53,449
|
|
2,662
|
|
|||||
Net income (loss)
|
$
|
(63,602
|
)
|
$
|
10,153
|
|
$
|
(40,313
|
)
|
$
|
53,449
|
|
$
|
(40,313
|
)
|
Other comprehensive income (loss) before income tax effect
|
$
|
52,547
|
|
$
|
(186
|
)
|
$
|
60,924
|
|
$
|
(52,361
|
)
|
$
|
60,924
|
|
Income tax effect
|
(1,531
|
)
|
33
|
|
(1,564
|
)
|
1,498
|
|
(1,564
|
)
|
|||||
Other comprehensive income (loss)
|
51,016
|
|
(153
|
)
|
59,360
|
|
(50,863
|
)
|
59,360
|
|
|||||
Comprehensive income (loss)
|
$
|
(12,586
|
)
|
$
|
10,000
|
|
$
|
19,047
|
|
$
|
2,586
|
|
$
|
19,047
|
|
CONDENSED CONSOLIDATING STATEMENTS OF COMPREHENSIVE INCOME (LOSS)
|
|||||||||||||||
For the year ended December 31, 2012
|
|||||||||||||||
|
Combined Guarantor Subsidiaries
|
Combined Non-Guarantor Subsidiaries
|
The Company
|
Reclassifications and Eliminations
|
Consolidated
|
||||||||||
NET SALES:
|
|
|
|
|
|
||||||||||
Third-party customers
|
$
|
517,245
|
|
$
|
202,567
|
|
$
|
—
|
|
$
|
—
|
|
$
|
719,812
|
|
Related parties
|
304,730
|
|
247,569
|
|
—
|
|
—
|
|
552,299
|
|
|||||
|
821,975
|
|
450,136
|
|
—
|
|
—
|
|
1,272,111
|
|
|||||
Cost of goods sold
|
849,388
|
|
376,381
|
|
—
|
|
—
|
|
1,225,769
|
|
|||||
Gross profit (loss)
|
(27,413
|
)
|
73,755
|
|
—
|
|
—
|
|
46,342
|
|
|||||
Other operating expense – net
|
18,253
|
|
—
|
|
—
|
|
—
|
|
18,253
|
|
|||||
Selling, general and administrative expenses
|
28,831
|
|
6,532
|
|
—
|
|
—
|
|
35,363
|
|
|||||
Operating income (loss)
|
(74,497
|
)
|
67,223
|
|
—
|
|
—
|
|
(7,274
|
)
|
|||||
Interest expense – third party
|
(24,029
|
)
|
—
|
|
—
|
|
—
|
|
(24,029
|
)
|
|||||
Interest expense – affiliates
|
63,935
|
|
(63,935
|
)
|
—
|
|
—
|
|
—
|
|
|||||
Interest income – third party
|
27
|
|
465
|
|
—
|
|
—
|
|
492
|
|
|||||
Interest income – related parties
|
—
|
|
62
|
|
—
|
|
—
|
|
62
|
|
|||||
Net loss on forward and derivative contracts
|
(4,150
|
)
|
—
|
|
—
|
|
—
|
|
(4,150
|
)
|
|||||
Other income (expense) – net
|
30,038
|
|
5,538
|
|
—
|
|
(30,000
|
)
|
5,576
|
|
|||||
Income (loss) before income taxes and equity in earnings (loss) of subsidiaries and joint ventures
|
(8,676
|
)
|
9,353
|
|
—
|
|
(30,000
|
)
|
(29,323
|
)
|
|||||
Income tax benefit (expense)
|
1,072
|
|
(9,982
|
)
|
—
|
|
—
|
|
(8,910
|
)
|
|||||
Loss before equity in earnings (loss) of subsidiaries and joint ventures
|
(7,604
|
)
|
(629
|
)
|
—
|
|
(30,000
|
)
|
(38,233
|
)
|
|||||
Equity in earnings (loss) of subsidiaries and joint ventures
|
(2,970
|
)
|
2,623
|
|
(35,610
|
)
|
38,580
|
|
2,623
|
|
|||||
Net income (loss)
|
$
|
(10,574
|
)
|
$
|
1,994
|
|
$
|
(35,610
|
)
|
$
|
8,580
|
|
$
|
(35,610
|
)
|
Other comprehensive income (loss) before income tax effect
|
$
|
(13,029
|
)
|
$
|
(186
|
)
|
$
|
(15,040
|
)
|
$
|
13,215
|
|
(15,040
|
)
|
|
Income tax effect
|
(1,598
|
)
|
34
|
|
(1,564
|
)
|
1,564
|
|
(1,564
|
)
|
|||||
Other comprehensive income (loss)
|
(14,627
|
)
|
(152
|
)
|
(16,604
|
)
|
14,779
|
|
(16,604
|
)
|
|||||
Comprehensive income (loss)
|
$
|
(25,201
|
)
|
$
|
1,842
|
|
$
|
(52,214
|
)
|
$
|
23,359
|
|
$
|
(52,214
|
)
|
CONDENSED CONSOLIDATING STATEMENTS OF COMPREHENSIVE INCOME (LOSS)
|
|||||||||||||||
For the year ended December 31, 2011
|
|||||||||||||||
|
Combined Guarantor Subsidiaries
|
Combined Non-Guarantor Subsidiaries
|
The Company
|
Reclassifications and Eliminations
|
Consolidated
|
||||||||||
Net sales:
|
|
|
|
|
|
||||||||||
Third-party customers
|
$
|
552,758
|
|
$
|
239,235
|
|
$
|
—
|
|
$
|
—
|
|
$
|
791,993
|
|
Related parties
|
283,038
|
|
281,393
|
|
—
|
|
—
|
|
564,431
|
|
|||||
|
835,796
|
|
520,628
|
|
—
|
|
—
|
|
1,356,424
|
|
|||||
Cost of goods sold
|
866,366
|
|
400,536
|
|
—
|
|
—
|
|
1,266,902
|
|
|||||
Gross profit (loss)
|
(30,570
|
)
|
120,092
|
|
—
|
|
—
|
|
89,522
|
|
|||||
Other operating income - net
|
(3,806
|
)
|
—
|
|
—
|
|
—
|
|
(3,806
|
)
|
|||||
Selling, general and administrative expenses
|
39,100
|
|
6,932
|
|
—
|
|
—
|
|
46,032
|
|
|||||
Operating income (loss)
|
(65,864
|
)
|
113,160
|
|
—
|
|
—
|
|
47,296
|
|
|||||
Interest expense – third party
|
(25,129
|
)
|
—
|
|
—
|
|
—
|
|
(25,129
|
)
|
|||||
Interest expense – affiliates
|
68,174
|
|
(68,174
|
)
|
—
|
|
—
|
|
—
|
|
|||||
Interest income – third party
|
54
|
|
284
|
|
—
|
|
—
|
|
338
|
|
|||||
Interest income – related parties
|
—
|
|
303
|
|
—
|
|
—
|
|
303
|
|
|||||
Net gain on forward and derivative contracts
|
804
|
|
—
|
|
—
|
|
—
|
|
804
|
|
|||||
Loss on early extinguishment of debt
|
(763
|
)
|
—
|
|
—
|
|
—
|
|
(763
|
)
|
|||||
Other expense - net
|
(43
|
)
|
(567
|
)
|
—
|
|
—
|
|
(610
|
)
|
|||||
Income (loss) before taxes and equity in earnings (loss) of subsidiaries and joint ventures
|
(22,767
|
)
|
45,006
|
|
—
|
|
—
|
|
22,239
|
|
|||||
Income tax benefit (expense)
|
4,484
|
|
(18,843
|
)
|
—
|
|
—
|
|
(14,359
|
)
|
|||||
Income (loss) before equity in earnings (loss) of subsidiaries and joint ventures
|
(18,283
|
)
|
26,163
|
|
—
|
|
—
|
|
7,880
|
|
|||||
Equity in earnings (loss) of subsidiaries and joint ventures
|
3,798
|
|
3,445
|
|
11,325
|
|
(15,123
|
)
|
3,445
|
|
|||||
Net income (loss)
|
$
|
(14,485
|
)
|
$
|
29,608
|
|
$
|
11,325
|
|
$
|
(15,123
|
)
|
$
|
11,325
|
|
Other comprehensive income (loss) before income tax effect
|
$
|
(66,211
|
)
|
$
|
(186
|
)
|
$
|
(78,841
|
)
|
$
|
66,397
|
|
$
|
(78,841
|
)
|
Income tax effect
|
(5,804
|
)
|
33
|
|
(5,771
|
)
|
5,771
|
|
(5,771
|
)
|
|||||
Other comprehensive income (loss)
|
(72,015
|
)
|
(153
|
)
|
(84,612
|
)
|
72,168
|
|
(84,612
|
)
|
|||||
Comprehensive income (loss)
|
$
|
(86,500
|
)
|
$
|
29,455
|
|
$
|
(73,287
|
)
|
$
|
57,045
|
|
$
|
(73,287
|
)
|
CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS
|
||||||||||||
For the year ended December 31, 2013
|
||||||||||||
|
Combined Guarantor Subsidiaries
|
Combined Non-Guarantor Subsidiaries
|
The Company
|
Consolidated
|
||||||||
Net cash provided by (used in) operating activities
|
$
|
31,713
|
|
$
|
(11,995
|
)
|
$
|
—
|
|
$
|
19,718
|
|
Investing activities:
|
|
|
|
|
||||||||
Purchase of property, plant and equipment
|
(17,199
|
)
|
(28,105
|
)
|
(1,229
|
)
|
(46,533
|
)
|
||||
Nordural expansion — Helguvik
|
—
|
|
(3,331
|
)
|
—
|
|
(3,331
|
)
|
||||
Purchase of carbon anode assets and improvements
|
—
|
|
(18,213
|
)
|
—
|
|
(18,213
|
)
|
||||
Purchase of Sebree smelter
|
—
|
|
—
|
|
(48,058
|
)
|
(48,058
|
)
|
||||
Proceeds from sale of property, plant and equipment
|
14
|
|
511
|
|
—
|
|
525
|
|
||||
Investments in and advances to joint ventures
|
—
|
|
—
|
|
(125
|
)
|
(125
|
)
|
||||
Restricted and other cash deposits
|
(529
|
)
|
(910
|
)
|
—
|
|
(1,439
|
)
|
||||
Net cash used in investing activities
|
(17,714
|
)
|
(50,048
|
)
|
(49,412
|
)
|
(117,174
|
)
|
||||
Financing activities:
|
|
|
|
|
||||||||
Repayment of debt
|
—
|
|
—
|
|
(249,604
|
)
|
(249,604
|
)
|
||||
Proceeds from issuance of debt
|
—
|
|
—
|
|
246,330
|
|
246,330
|
|
||||
Borrowings under revolving credit facility
|
—
|
|
6,000
|
|
16,725
|
|
22,725
|
|
||||
Repayments under revolving credit facility
|
—
|
|
—
|
|
(16,725
|
)
|
(16,725
|
)
|
||||
Debt issuance costs
|
—
|
|
—
|
|
(3,994
|
)
|
(3,994
|
)
|
||||
Debt retirement costs
|
—
|
|
—
|
|
(1,208
|
)
|
(1,208
|
)
|
||||
Intercompany transactions
|
(13,999
|
)
|
(15,996
|
)
|
29,995
|
|
—
|
|
||||
Issuance of common stock
|
—
|
|
—
|
|
44
|
|
44
|
|
||||
Net cash provided by (used in) financing activities
|
(13,999
|
)
|
(9,996
|
)
|
21,563
|
|
(2,432
|
)
|
||||
Change in cash and cash equivalents
|
—
|
|
(72,039
|
)
|
(27,849
|
)
|
(99,888
|
)
|
||||
Cash and cash equivalents, beginning of the period
|
—
|
|
110,016
|
|
73,960
|
|
183,976
|
|
||||
Cash and cash equivalents, end of the period
|
$
|
—
|
|
$
|
37,977
|
|
$
|
46,111
|
|
$
|
84,088
|
|
CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS
|
||||||||||||
For the year ended December 31, 2012
|
||||||||||||
|
Combined Guarantor Subsidiaries
|
Combined Non-Guarantor Subsidiaries
|
The Company
|
Consolidated
|
||||||||
Net cash provided by operating activities
|
$
|
17,405
|
|
$
|
19,734
|
|
$
|
—
|
|
$
|
37,139
|
|
Investing activities:
|
|
|
|
|
|
|
|
|||||
Purchase of property, plant and equipment
|
(4,777
|
)
|
(12,711
|
)
|
(189
|
)
|
(17,677
|
)
|
||||
Nordural expansion — Helguvik
|
—
|
|
(7,317
|
)
|
—
|
|
(7,317
|
)
|
||||
Purchase of carbon anode assets and improvements
|
(13,814
|
)
|
—
|
|
—
|
|
(13,814
|
)
|
||||
Investments in and advances to joint ventures
|
—
|
|
—
|
|
(275
|
)
|
(275
|
)
|
||||
Payments received from joint ventures
|
3,456
|
|
—
|
|
3,166
|
|
6,622
|
|
||||
Proceeds from sale of property, plant and equipment
|
—
|
|
188
|
|
—
|
|
188
|
|
||||
Restricted and other cash deposits
|
(258
|
)
|
—
|
|
—
|
|
(258
|
)
|
||||
Net cash provided by (used in) investing activities
|
(15,393
|
)
|
(19,840
|
)
|
2,702
|
|
(32,531
|
)
|
||||
Financing activities:
|
|
|
|
|
|
|
|
|||||
Borrowings under revolving credit facility
|
—
|
|
—
|
|
18,076
|
|
18,076
|
|
||||
Repayments under revolving credit facility
|
—
|
|
—
|
|
(18,076
|
)
|
(18,076
|
)
|
||||
Intercompany transactions
|
(2,012
|
)
|
(49,035
|
)
|
51,047
|
|
—
|
|
||||
Repurchase of common stock
|
—
|
|
—
|
|
(4,033
|
)
|
(4,033
|
)
|
||||
Net cash provided by (used in) financing activities
|
(2,012
|
)
|
(49,035
|
)
|
47,014
|
|
(4,033
|
)
|
||||
Change in cash and cash equivalents
|
—
|
|
(49,141
|
)
|
49,716
|
|
575
|
|
||||
Cash and cash equivalents, beginning of the period
|
—
|
|
159,157
|
|
24,244
|
|
183,401
|
|
||||
Cash and cash equivalents, end of the period
|
$
|
—
|
|
$
|
110,016
|
|
$
|
73,960
|
|
$
|
183,976
|
|
CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS
|
||||||||||||
For the year ended December 31, 2011
|
||||||||||||
|
Combined Guarantor Subsidiaries
|
Combined Non-Guarantor Subsidiaries
|
The Company
|
Consolidated
|
||||||||
Net cash provided by (used in) operating activities
|
$
|
(10,187
|
)
|
$
|
7,251
|
|
$
|
—
|
|
$
|
(2,936
|
)
|
Investing activities:
|
|
|
|
|
|
|
|
|
||||
Purchase of property, plant and equipment
|
(8,451
|
)
|
(11,199
|
)
|
(450
|
)
|
(20,100
|
)
|
||||
Nordural expansion — Helguvik
|
—
|
|
(12,882
|
)
|
—
|
|
(12,882
|
)
|
||||
Proceeds from sale of property, plant and equipment
|
1,415
|
|
56
|
|
—
|
|
1,471
|
|
||||
Investments in and advances to joint ventures
|
—
|
|
—
|
|
(113
|
)
|
(113
|
)
|
||||
Payments received from joint ventures
|
—
|
|
—
|
|
3,056
|
|
3,056
|
|
||||
Restricted and other cash deposits
|
3,673
|
|
—
|
|
—
|
|
3,673
|
|
||||
Net cash provided by (used in) investing activities
|
(3,363
|
)
|
(24,025
|
)
|
2,493
|
|
(24,895
|
)
|
||||
Financing activities:
|
|
|
|
|
|
|
|
|
||||
Repayment of 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
|
13,739
|
|
(38,992
|
)
|
25,253
|
|
—
|
|
||||
Repurchase of common stock
|
—
|
|
—
|
|
(45,891
|
)
|
(45,891
|
)
|
||||
Issuance of common stock
|
—
|
|
—
|
|
83
|
|
83
|
|
||||
Net cash provided by (used in) financing activities
|
13,550
|
|
(38,992
|
)
|
(67,622
|
)
|
(93,064
|
)
|
||||
Change in cash and cash equivalents
|
—
|
|
(55,766
|
)
|
(65,129
|
)
|
(120,895
|
)
|
||||
Cash and cash equivalents, beginning of the period
|
—
|
|
214,923
|
|
89,373
|
|
304,296
|
|
||||
Cash and cash equivalents, end of the period
|
$
|
—
|
|
$
|
159,157
|
|
$
|
24,244
|
|
$
|
183,401
|
|
4.5
|
Supplemental Indenture No. 3 for Century Aluminum Company's 7.5% Senior Notes, dated as of December 21, 2006 among Century Aluminum Company, as Issuer, Century California LLC, as a Guarantor
|
10-K
|
000-27918
|
March 1, 2007
|
|
4.6
|
Supplemental Indenture No. 4 for Century Aluminum Company's 7.5% Senior Notes, dated as of April 20, 2007, among Century Aluminum Company as Issuer, Century Aluminum Development LLC as Guarantor and Wilmington Trust Company as Trustee
|
10-Q
|
000-27918
|
August 9, 2007
|
|
4.7
|
Supplemental Indenture No. 5 for Century Aluminum Company's 7.5% Senior Notes, dated as of December 9, 2009, among Century Aluminum Company as Issuer, and Wilmington Trust Company as Trustee
|
8-K
|
001-34474
|
December 10, 2009
|
|
4.8
|
Indenture for Century Aluminum Company's 7.500% Senior Secured Notes due 2021, dated as of June 4, 2013, by and among Century Aluminum Company, as issuer and Wilmington Trust, National Association, as trustee and Noteholder Collateral Agent.
|
8-K
|
001-34474
|
June 10, 2013
|
|
4.9
|
Form of Note for the Indenture for Century Aluminum Company's 7.500% Senior Secured Notes due 2021, dated as of June 4, 2013, between Century Aluminum Company, as issuer, and Wilmington Trust Company, as trustee and Noteholder Collateral Agent
|
8-K
|
001-34474
|
June 10, 2013
|
|
4.10
|
Certificate of Designation, Preferences and Rights of Series A Convertible Preferred Stock of Century Aluminum Company, dated July 7, 2008
|
8-K
|
000-27918
|
July 8, 2008
|
|
10.1
|
Amended and Restated Employment Agreement, dated as of June 3, 2011 by and between Century Aluminum Company and Michael A. Bless*
|
10-Q
|
001-34474
|
August 9, 2011
|
|
10.2
|
2
nd
Amended and Restated Severance Protection Agreement dated as of June 3, 2011 by and between Century Aluminum Company and Michael A. Bless*
|
10-Q
|
001-34474
|
August 9, 2011
|
|
10.3
|
Non-Employee Directors Stock Option Plan*
|
S-1
|
33-95486
|
March 28, 1996
|
|
10.4
|
Century Aluminum Company Incentive Compensation Plan (Amended and Restated Effective June 9, 2006)*
|
8-K
|
000-27918
|
June 14, 2006
|
|
10.5
|
Century Aluminum Company Amended and Restated 1996 Stock Incentive Plan*
|
8-K
|
001-34474
|
March 25, 2013
|
|
10.6
|
Form of Stock Option Agreement - Employee*
|
10-K
|
000-27918
|
March 16, 2006
|
|
10.7
|
Form of Amendment No. 1 to the Stock Option Agreement - Employee*
|
10-Q
|
001-34474
|
August 9, 2011
|
|
10.8
|
Form of Stock Option Agreement - Non-Employee Director*
|
10-K
|
000-27918
|
March 16, 2006
|
|
10.9
|
Century Aluminum Company Amended and Restated 1996 Stock Incentive Plan Implementation Guidelines For Performance Share Awards (as amended June 8, 2006)*
|
8-K
|
000-27918
|
June 14, 2006
|
|
10.10
|
Century Aluminum Company Amended and Restated Supplemental Retirement Income Benefit Plan*
|
10-Q
|
000-27918
|
August 10, 2009
|
|
10.11
|
First Amendment of the Century Aluminum Company Amended and Restated Supplemental Retirement Income Benefit Plan*
|
10-K
|
001-34474
|
March 16, 2010
|
|
10.12
|
Century Aluminum Company Amended and Restated Long-Term Incentive Plan*
|
8-K
|
001-34474
|
March 25, 2013
|
|
10.13
|
Form of Long-Term Incentive Plan (Time-Vesting Performance Share Unit Award Agreement)*
|
8-K
|
001-34474
|
March 25, 2013
|
|
10.14
|
Form of Long-Term Incentive Plan (Performance Unit Award Agreement)*
|
8-K
|
001-34474
|
March 25, 2013
|
|
10.15
|
Form of Independent Non-Employee Director Annual Retainer Fee Payment Time-Vesting Performance Share Unit Award Agreement*
|
10-K
|
001-34474
|
March 16, 2010
|
|
10.16
|
Form of Independent Non-Employee Director Annual Equity-Grant Time-Vesting Performance Share Unit Award Agreement
|
10-K
|
001-34474
|
March 16, 2010
|
|
10.17
|
Form of Indemnification Agreement
|
8-K
|
001-34474
|
April 21, 2010
|
|
10.18
|
Amended and Restated Century Aluminum Company Executive Severance Protection Plan, adopted November 1, 2009
|
10-K
|
001-34474
|
March 16, 2010
|
|
10.19
|
Agreement on the Transfer and Division of Right of Ground Lease and Right of Superficies and the Transfer of Movable Goods with Respect to the Property of Zeeland Aluminum Company N.V. (in Bankruptcy), dated as of June 11, 2012, by and among N.V. Zeeland Seaports, UTB Holdings B.V., Century Anodes B.V., The Trustees in the Bankruptcy of Zeeland Aluminium Company N.V. and N.V. Nationale Borg-Maatschappij
|
8-K
|
001-34474
|
June 14, 2012
|
|
10.20
|
Amended and Restated Owners Agreement, dated as of January 26, 1996, by and between Alumax of South Carolina, Inc., Berkeley Aluminum, Inc. and Glencore Primary Aluminum Company LLC
|
S-1
|
33-95486
|
March 28, 1996
|
|
10.21
|
Amendment Agreement to General Bond, dated as of November 27, 2013, by and between Nordural Grundartangi ehf. and Landsbankinn hf
|
|
|
|
X
|
10.22
|
Loan and Security Agreement, dated as of May 24, 2013, among Century Aluminum Company, Berkeley Aluminum, Inc., Century Aluminum of West Virginia, Inc., Century Aluminum of Kentucky General Partnership, NSA General Partnership and Century Aluminum Sebree LLC, as borrowers, and Wells Fargo Capital Finance, LLC, as agent and lender.
|
8-K
|
001-34474
|
May 28, 2013
|
|
10.23
|
2nd Amended and Restated Severance Protection Agreement, dated as of June 6, 2011, by and between Century Aluminum Company and Steve Schneider
*
|
10-Q
|
001-34474
|
August 9, 2011
|
|
10.24
|
Stock Purchase Agreement, dated as of July 7, 2008, by and between Century Aluminum Company and Glencore Investment Pty Ltd
|
8-K
|
000-27918
|
July 8, 2008
|
|
10.25
|
Standstill and Governance Agreement, dated as of July 7, 2008, by and between Century Aluminum Company and Glencore AG
|
8-K
|
000-27918
|
July 8, 2008
|
|
10.26
|
Amendment to Standstill and Governance Agreement, dated January 27, 2009, by and between Century Aluminum Company and Glencore AG
|
10-K
|
001-34474
|
March 16, 2010
|
|
10.27
|
Registration Rights Agreement, dated as of July 7, 2008, by and between Century Aluminum Company and Glencore Investment Pty Ltd
|
8-K
|
000-27918
|
July 8, 2008
|
|
10.28
|
Support Agreement, dated April 6, 2010, by and among Century Aluminum Company, Glencore AG, Glencore International AG and Glencore Holding AG (incorporated by reference to Exhibit 10.1 of Form 8-K filed with the U.S. Securities and Exchange Commission on April 7, 2010).
|
8-K
|
001-34474
|
April 7, 2010
|
|
10.29
|
Support Agreement, dated April 5, 2011, by and among Century Aluminum Company, Glencore AG, Glencore International AG and Glencore Holding AG.
|
8-K
|
001-34474
|
April 6, 2011
|
|
10.30
|
Second Lien Pledge and Security Agreement, dated as of June 4, 2013, by and among Century Aluminum Company, the other Grantors (as defined therein) and Wilmington Trust, National Association, as collateral agent of the 7.5% Senior Secured Notes.
|
8-K
|
001-34474
|
June 10, 2013
|
|
10.31
|
Collateral Agency Agreement, dated as of June 4, 2013, by and among Century Aluminum Company, the other Grantors and Wilmington Trust, National Association, as trustee and collateral agent.
|
8-K
|
001-34474
|
June 10, 2013
|
|
|
|
Century Aluminum Company
|
|
By:
|
/s/ MICHAEL A. BLESS
|
|
|
Michael A. Bless
|
|
|
President and Chief Executive Officer
(Principal Executive Officer and Principal Financial Officer) |
|
Dated:
|
March 14, 2014
|
Signature
|
Title
|
Date
|
||
|
/s/ MICHAEL A. BLESS
|
|
President and Chief Executive Officer (Principal Executive Officer and Principal Financial Officer)
|
March 14, 2014
|
Michael A. Bless
|
||||
|
/s/ ROBERT F. HOFFMAN
|
|
Chief Accounting Officer and Controller (Principal Accounting Officer)
|
March 14, 2014
|
Robert F. Hoffman
|
||||
|
*
|
|
Chairman
|
March 14, 2014
|
Terence Wilkinson
|
||||
|
*
|
|
Director
|
March 14, 2014
|
Jarl Berntzen
|
||||
|
*
|
|
Director
|
March 14, 2014
|
Andrew Caplan
|
||||
|
*
|
|
Director
|
March 14, 2014
|
Daniel Goldberg
|
||||
|
*
|
|
Director
|
March 14, 2014
|
Peter C. Jones
|
||||
|
*
|
|
Director
|
March 14, 2014
|
Steven Kalmin
|
||||
|
*
|
|
Director
|
March 14, 2014
|
Andrew Michelmore
|
||||
|
*
|
|
Director
|
March 14, 2014
|
John P. O’Brien
|
||||
|
|
|
|
|
*By: /s/ JESSE E. GARY
|
|
|
||
Jesse E. Gary, as Attorney-in-fact
|
|
|
|
Balance at Beginning of Period
|
Charged To Cost and Expense
|
Charged to other accounts
|
Deductions
|
Balance at End of Period
|
||||||||||
|
(Dollars in thousands)
|
||||||||||||||
Year ended December 31, 2011
|
|
|
|
|
|
||||||||||
Allowance for doubtful trade accounts receivable
|
$
|
734
|
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
$
|
734
|
|
Deferred tax asset - valuation allowance
|
$
|
714,423
|
|
$
|
—
|
|
$
|
59,291
|
|
$
|
—
|
|
$
|
773,714
|
|
Year ended December 31, 2012
|
|
|
|
|
|
|
|
|
|
||||||
Allowance for doubtful trade accounts receivable
|
$
|
734
|
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
$
|
734
|
|
Deferred tax asset - valuation allowance
|
$
|
773,714
|
|
$
|
—
|
|
$
|
(117,362
|
)
|
$
|
—
|
|
$
|
656,352
|
|
Year ended December 31, 2013
|
|
|
|
|
|
||||||||||
Allowance for doubtful trade accounts receivable
|
$
|
734
|
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
$
|
734
|
|
Deferred tax asset - valuation allowance
|
$
|
656,352
|
|
$
|
—
|
|
$
|
108,671
|
|
$
|
—
|
|
$
|
765,023
|
|
i.
|
Reference is made to a general bond executed on 9 February 2005 between the Pledger and Kaupthing Bank hf. as agent and trustee (“
Kaupthing
”) for each and any secured party (as defined therein), under which certain assets of the Pledger were charged to Kaupthing as agent and security trustee thereunder (the “
General Bond
”).
|
ii.
|
Kaupthing has confirmed with a declaration that it currently neither acts as security trustee or agent under the General Bond, nor holds any rights or obligations there under.
|
iii.
|
The parties hereto intend to amend the terms of the General Bond with this amendment agreement such that certain of the pledged assets under the General Bond dated 9 February 2005 shall be released and the following terms shall fully replace the previous terms and hereafter constitute the General Bond (the “
Amended and Restated General Bond
”).
|
1.
|
DEFINITIONS
|
1.1
|
The following terms shall have the following meanings
:
|
2.
|
THE PLEDGE
|
2.1
|
The board of directors of Norðurál Grundartangi ehf., acknowledge by their signature on this Amended and Restated General Bond that the Pledger undertakes to pay or discharge in full the Secured Liabilities, the principal amount of which is set out in the Facilities Agreement.
|
2.2
|
Amount in numerals
: USD 385.000.000,- plus interest and default interest and all other expenses and costs as further defined above as Secured Liabilities.
|
2.3
|
Amount in words:
Three hundred and eighty five million U.S. dollars.
|
2.4
|
To ensure the punctual and full payment of, and/or performance or discharge of, the Secured Liabilities in accordance with the Facilities Agreement the following assets are hereby charged to the Pledgee with
a first-ranking charge
:
|
A.
|
INVENTORY etc. (Veð í vörubirgðum)
|
B.
|
GENERAL RECEIVABLES (Vörureikningsveð)
|
3.
|
USE OF PROCEEDS
|
3.1
|
Notwithstanding any other provision contained herein the parties hereto acknowledge that until the expiry of the Security Period, any proceeds of the Charged Assets shall, upon the exercise of any enforcement of the remedies hereunder in respect thereof, be applied to the payment of the Secured Liabilities in the following order of priorities, but without prejudice to the right of the Pledgee to recover any shortfall from the Pledger:
|
3.2
|
First:
to pay all unpaid cost and expenses incurred in connection with such enforcement:
|
3.3
|
Second
; to pay all unpaid interest, including but not limited to default interest, on the Secured Liabilities and all fees under the Facilities Agreement, until payments in full of all such interest and fees shall have been made;
|
3.4
|
Third:
to pay the unpaid principal of the Secured Liabilities in accordance with the provisions of the
|
3.5
|
Facilities Agreement, until payment in full of the principal has been made (or so provided for); and
|
3.6
|
Fourht:
to pay to the Pledger, or as a court of competent jurisdiction may direct, any surplus then remaining from the proceeds of the Charged Assets owned by it.
|
4.
|
NO WAIVER
|
5.
|
INSURANCE PROCEEDS
|
6.
|
EVENT OF DEFAULT
|
7.
|
RIGHTS AND REMEDIES
|
7.1
|
If the security constituted hereby becomes enforceable (in addition to any other rights and remedies provided for herein or which may otherwise be available at law, in equity or otherwise), the Pledgee may in its absolute discretion enforce all or part of the security in any manner it sees fit which shall include:
|
(i)
|
The right to have the Charged Asset(s) sold directly on a distress sale for the outstanding Secured Liabilities without a prior court judgement, settlement or enforcement measure according to sub-paragraph 2 of paragraph 1 of Article 6 of the Distress Sale Act No. 90/1991;and
|
(ii)
|
The right to redeem the Charged Asset(s); and
|
(iii)
|
The right to have the Charged Asset(s) sold at a private sale.
|
7.2
|
Enforcement measures may also be taken in order to ensure the payment of the debt without prior court judgment or court settlement under item 7 of paragraph 1 of Article 1 of the Enforcement Measures Act No. 90/1989, following a prior call for payment under Article 7 of the same Act.
|
8.
|
UNDERTAKING OF THE PLEDGER
|
8.1
|
The Pledger agrees that from time to time, upon request of the Pledgee, and at the expense of the Pledger, to promptly execute and deliver all further instruments and documents, and take all further action that may be necessary or that the Pledgee may reasonably request, in order to create, preserve, perfect or protect the security granted or purported to be granted hereby or the priority thereof.
|
8.2
|
The Pledger furthermore agrees, upon the reasonable request of the Pledgee, to provide the Pledgee with information, records and other documents pertaining to the Charged Assets for the purposes of enabling the Pledgee to monitor the status of the Charged Assets.
|
8.3
|
The Pledger shall pay all filing, registration and recording fees or re-filing, re-registration and re-recording fees, and all expenses incidental to the execution and acknowledgement of the Amended and Restated General Bond, any agreement supplemental thereto (including (for avoidance of doubt) any Supplemental Appendix or any other instrument or document updating the Amended and Restated General Bond), and all stamp taxes and other taxes, duties, and charges arising out of or in connection with the execution and delivery of this Amended and Restated General Bond, or any agreement supplemental hereto and any instruments of further assurance in connection herewith.
|
9.
|
RELEASE
|
10.
|
ASSIGMENT
|
10.1.
|
The Pledgee may assign and transfer all of its respective rights and obligations hereunder to replacement Pledgee appointed in accordance with the terms of the Facilities Agreement. The Pledger shall promptly take such action as may be necessary in order that this Amended and Restated General Bond and replacements therefore shall provide for effective and perfected security in favour of any successor or replacement of the Pledgee in accordance with the Facilities Agreement.
|
10.2.
|
The Pledger undertakes that it shall not at any time assign, transfer, novate or dispose of any of its rights, interests or obligations in respect of this Amended and Restated General Bond to any person (or agree to do any of the foregoing).
|
11.
|
DISPOSALS
|
12.
|
NO SECURITY INTEREST
|
13.
|
NOTICES
|
13.1
|
All notices or other communications under or in connection with this Amended and Restated General Bond shall be sent by registered mail and email.
|
13.2
|
A notice given in accordance with the above but received on a non-Business Day or after business hours in the place of receipt will be deemed to be given on the next Business Day.
|
14.
|
EXPENSES AND INDEMNITY
|
15.
|
SECURITY INTEREST ABSOLUTE
|
(i)
|
the acceleration of the maturity of any of the Secured Liabilities or any other modification of the time of payment thereof or the failure to perfect any other security granted to, or in favour of, the Pledgee;
|
(ii)
|
any substitution, release or exchange of any other security from or guarantee of any of the Secured Liabilities or the failure to create, preserve, perfect or protect any other security granted or purported to be granted to, or in favour of the Pledgee; or
|
(iii)
|
the occurrence of any other event or circumstances of a similar or different nature that might otherwise constitute a defence available to the Pledger as a surety or a guarantor.
|
16.
|
SEVERABILITY
|
17.
|
GOVERNING LAW AND JURISDICTION
|
17.1
|
This Agreement shall be governed by and construed in accordance with Icelandic Law. Any legal actions arising from this Amended and Restated General Bond may be brought before the Reykjavik District Court.
|
17.2
|
This Amended and Restated General Bond has been prepared in three copies, one of which has been delivered to the Pledger, one to the Pledgee and one to be filed in the relevant Magistrate Offices.
|
17.3
|
In confirmation and acceptance of the above, the legal representative of the Pledger signs this Amended and Restated General Bond in the presence of two witnesses summoned for the purpose.
|
/s/ Ragnar Gudmundsson
|
|
/s/ Olafur Magnusson
|
On behalf of Norðurál Grundartangi ehf.
|
|
On behalf of Landsbankinn hf.
|
/s/ Gudmunda Osk Kristjansdottir
|
/s/ Olafur Arinbjorn Sigurdsson
|
(1)
|
Norðurál Grundartangi ehf.
, reg. no. 570297-2609, a private limited liability company registered under the laws of Iceland, having its principle place of business at Grundartangi, 301 Akranes (the
"Borrower"
) and
|
(2)
|
Landsbankinn hf.
, reg. no. 481008-0280, a bank incorporated in Iceland and having its registered office at Austurstræti 11, 101 Reykjavík, Iceland (the
"Bank"
or
"Lender"
)
|
1.
|
DEFINITIONS
|
1.1.
|
Terms Defined
|
2.
|
THE FACILITY
|
2.1.
|
Aggregate Facility Amount
|
2.2.
|
Restriction of drawing
|
3.
|
DRAWDOWN
|
3.1.
|
Availability
|
3.2.
|
Notice of Drawing
|
(a)
|
the date of drawdown of the Loan (which shall be a Business Day);
|
(b)
|
the amount in USD to be drawn; and
|
(c)
|
an account of the Borrower at a bank to which the proceeds of the borrowing are to be credited.
|
4.
|
CONDITIONS PRECEDENT
|
4.1.
|
Documentary conditions precedent
|
(a)
|
A copy of a board resolution from the Borrower approving the execution by the Borrower of the Agreement and if applicable a Power of Attorney in the form of Exhibit B evidencing that the person or persons signing on behalf of the Borrower is/are authorized to execute and deliver the Agreement with specimen signatures attached.
|
(b)
|
The Certificate of Incorporation and the Articles of Association of the Borrower.
|
(c)
|
A document evidencing that the Borrower has acquired the adequate insurance for the Borrowers assets and business in accordance to Clause 10.10 of this Agreement.
|
(d)
|
The Security Documents stated in Clause 12, to the satisfaction of the Lender’s legal counsel.
|
(e)
|
A confirmation, sufficient in the sole opinion of the Lender, that the Borrower and its board of directors are in compliance with the KYC rules (Know your customer) of the Lender.
|
(a)
|
a Notice of Drawing substantially in the form set out in Schedule 1 to this Agreement.
|
4.2.
|
Further conditions precedent
|
(a)
|
the matters represented by the Borrower set out in Clause 9.1 (Representations and warranties) are correct;
|
(b)
|
no Event of Default has occurred or will result from such advance; and
|
(c)
|
a delivery of a report stating the value of Borrowers inventory and receivables as of the most recently completed calendar month, signed by the Managing Director, the Manager of Finance or the Controller of the Borrower.
|
5.
|
REPAYMENT, PREPAYMENTS AND CANCELLATION OF COMMITMENTS
|
5.1.
|
Repayment
|
(a)
|
The Borrower shall repay each Loan to the Bank on its relevant repayment date as defined in each drawdown notice. No borrowing made hereunder can have a repayment date that exceeds the Termination Date. All payments made or to be made by the Borrower under this Agreement or other document envisaged hereunder shall be made free and clear of, and without deduction or withholding for or in account of, any Taxes.
|
5.2.
|
Prepayment
|
6.
|
INTEREST PERIODS
|
6.1.
|
Interest Periods
|
6.2.
|
Business Days
|
7.
|
INTEREST
|
7.1.
|
Rate
|
7.2.
|
Due Dates
|
7.3.
|
Calculation Basis
|
7.4.
|
Default Interest
|
7.5.
|
Currency
|
7.6.
|
Certification
|
8.
|
PAYMENTS
|
8.1.
|
Funds and Place
|
8.2.
|
Taxes
|
(i)
|
without set‑off or counterclaim; and
|
(ii)
|
free and clear of and without deduction for or on account of any taxes.
|
8.3.
|
Extensions
|
8.4.
|
Appropriations
|
9.
|
REPRESENTATIONS AND WARRANTIES
|
9.1.
|
Representations and warranties
|
(b)
|
Corporate Existence:
It is a duly organised and validly existing company incorporated and existing under the laws of Iceland;
|
(c)
|
Powers and Authorisations:
It has the power to enter into and perform this Agreement and the transactions contemplated hereby and has taken all necessary action to authorize the entry into and performance of this Agreement and the transactions contemplated hereby;
|
(d)
|
Validity and Enforceability:
This Agreement constitutes legal, valid and binding obligations of it enforceable in accordance with its terms;
|
(e)
|
Performance:
The performance or undertaking of the obligations set out in this Agreement will not contravene any applicable law or regulation, the violation of which would reasonably be expected to result in the Borrower from being unable to pay any amount due and owing under this Agreement;
|
(f)
|
No Default:
No Default has occurred which would reasonably be expected to result in the Borrower from being unable to pay any amount due and owing under this Agreement;
|
(g)
|
Non‑conflict with laws:
The entry into and performance by it of this Agreement and the transactions contemplated hereby do not and will not conflict with (i) any of its constitutional documents or (ii) any agreement or document to which it is a party or which is binding upon it or any of its assets, the breach of or default under which would reasonably be expected to result in the Borrower from being unable to pay any amount due and owing under this Agreement, nor result in the creation or imposition of any encumbrance on any of its assets pursuant to the provisions of any such agreement or document;
|
(h)
|
Consents:
All authorisations, approvals, consents, licenses, exemptions, filings, registrations, notarisations and other matters, official or otherwise, required or advisable in connection with the entry into performance, validity and enforceability of this Agreement and the transactions contemplated hereby have been obtained or effected and are in full force and effect;
|
(i)
|
Full Disclosure:
All information supplied by it in connection with this Agreement is true, complete, accurate in all material respects and it is not aware of any material facts or circumstances that have not been disclosed to the Bank and which might, if disclosed, adversely affect the decision of a person considering whether or not to provide finance to it; provided, that with respect to any projections furnished to the Bank, the Borrower represents only that such information was prepared in good faith based upon assumptions and estimates believed by the Borrower to be reasonable at the time made in light of the circumstances when made, it being recognized by the Bank that such projections are not to be viewed as facts and that actual results during the period or periods covered by any such projections may differ from the projected results by a material amount.
|
(j)
|
No filings required:
It is not necessary to ensure the legality, validity, enforceability or admissibility in evidence of this Agreement that it or any other instrument be notarised, filed, recorded, registered or enrolled in any court or public office or that any stamp, registration or similar tax or charge be paid on or in relation to this Agreement and this Agreement is in proper form for its enforcement in its jurisdiction;
|
(k)
|
Litigation:
Except as set forth in Century Aluminum Company's Form 10-K for the year ended December 31, 2012 filed with the United States Securities and Exchange Commission or any Form 10-Q filed by Century Aluminum Company with the Securities and Exchange Commission on or after March 31, 2013, no
litigation, arbitration or administrative proceeding is current or, to its knowledge pending or threatened, which is likely to have a material adverse effect on the financial standing of the Borrower.
|
9.2.
|
Repetition
|
10.
|
UNDERTAKINGS
|
10.1.
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Duration
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10.2.
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Accounts
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(a)
|
its audited annual accounts no later than 120 days after the end of the period to which such statements relate; and
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(b)
|
its unaudited semi annual internal financial statements no later than 60 days after the end of the period to which such statements relate.
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10.3.
|
Budget
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10.4.
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Compliance
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10.5.
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Corporate Identity
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10.6.
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Notification of Defaults
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10.7.
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Change of Business:
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10.8.
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No Merger
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10.9.
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Disposals
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10.10.
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Insurance
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10.11.
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Compliance with laws and payment of Taxes
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(a)
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The Borrower shall comply in all material respects with all laws and regulations applicable to it provided that nothing in this Clause shall prevent the Borrower from contesting in good faith the application to it of such laws and regulations.
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(b)
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The Borrower shall pay all its Taxes when due, except to the extent the Taxes are contested in good faith and by appropriate means, and a reserve reasonably regarded as adequate and generally required by international accounting standards has been set aside for payment of those contested Taxes.
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(c)
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If any Taxes or amounts in respect thereof must be deducted from any amounts payable or paid by the Borrower hereunder, the Borrower shall pay such additional amounts as may be necessary to ensure that the Bank receives a net amount equal to the full amount which it would have received on the due date had payment not been made subject to such Taxes.
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10.12.
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Stamp-Duties
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10.13.
|
Financial Information
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10.14.
|
Financial covenants.
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10.15.
|
Collateral report
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11.
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DEFAULT
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11.1.
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Events of Default
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i.
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Non‑payment
: The Borrower fails to pay any amount payable by the Borrower under this Agreement within 3 Business Days of when such amount shall become due and payable; or
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ii.
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Default under other provisions:
If the Borrower breaches in any material respect any of its obligations in Clause 5, the undertakings in Clause 10 or the representations and warranties in Clause 9.1, always provided that the Borrower in the event of such breach (in the sole and reasonable opinion of the Bank) has not remedied such breach within 5 Business Days from the date the Borrower receives notice thereof; or
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iii.
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Cross default
:
Failure by the Borrower to make payment when due of any obligation for borrowed money (other than in respect of this Agreement) exceeding USD 10.000.000 (or its equivalence in other currencies); or default by the Borrower, in the performance of any agreement under which any such obligation is created if the effect of such default is to cause such obligation to become due, or to permit the holder or holders of such obligation to declare such obligation due prior to its normal maturity; or
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iv.
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Loss of Licence
: Any material licence, material contract, material consent, material approval or material authorisation necessary for the Borrower to conduct its business is lost, revoked or cancelled or materially and adversely amended or terminated, and such material license, material contract or material authorisation is not contemporaneously therewith replaced on the same, substantially the same or improved terms; or
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(e)
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Cessation
:
The cessation by the Borrower of its operations or the sale or other disposition of all or a substantial portion of its assets, or a decision by the Borrower to cease its operations or to sell or otherwise dispose of all or a substantial portion of its assets; or
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(f)
|
Unlawfulness
:
At any time it is unlawful for the Borrower to perform any of its obligations hereunder; or
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(g)
|
Legal process
: Any judgment or order issued or rendered against the Borrower (1) in the case of money judgments or orders, in an amount of USD 5.000.000 or more for all such judgments in the aggregate, in each case in excess of (A) any applicable insurance and (B) any reserves maintained for such purpose, and (2) in the case of non-monetary judgments or orders, such judgments or orders in the aggregate would reasonably be expected to have a material adverse effect on the business or financial condition of the Borrower, in each of the cases described in clauses (1) and (2) above, which judgment or order is not paid, stayed, released, discharged or bonded pending appeal within 40 days; or
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(h)
|
Insolvency; compositions
:
If the Borrower is unable to pay its debts as they fall due, suspends making payment on any of its debts (other than with respect to any debts that the Borrower is disputing in good faith) or commences negotiations with one or more of its creditors (other than with respect to creditor negotiations in the ordinary course of the Borrower's business), in each case the result of which would reasonably be expected to have a material adverse effect on the business or financial condition of the Borrower, or an order of a competent court or an event analogous thereto shall be made or any effective resolution passed in relation to the bankruptcy, composition proceedings, debt negations, liquidation, winding-up or similar event of the Borrower; or
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(i)
|
Bankruptcy or insolvency proceedings
: The Borrower takes any action or any legal proceedings are started or other steps taken for (i) the Borrower to be adjudicated or found bankrupt or insolvent, (ii) the winding‑up or dissolution of the Borrower, or (iii) the appointment of a liquidator, administrator, trustee, receiver or similar officer of the Borrower or the whole or any part of their respective undertaking, assets, rights or revenues; or
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(j)
|
Change of ownership or control of the Borrower
: The majority of the shares in the Borrower changes hands without a prior written consent of the Bank (other than for transfers of the majority of the shares in the Borrower to an entity that is wholly-owned (directly or indirectly) by Century Aluminum Company). In this respect change of ownership includes, but is not limited to mergers, amalgamations or demergers.
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11.2.
|
Acceleration
|
(a)
|
declare that the obligations of the Bank hereunder shall be cancelled forthwith whereupon the same shall be so cancelled forthwith; and/or
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(b)
|
declare all Loans made herunder to be immediately due and payable whereupon the same shall become immediately due and payable together with all interest accrued thereon and all other amounts payable hereunder.
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11.3.
|
Default Indemnity
|
(a)
|
the occurrence of any Default;
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(b)
|
any default in payment on the due date (or in the currency in which such payment is due) of the principal of the Loans or any part thereof or interest accrued thereon or any other amount payable hereunder or any repayment of a Loan other than on the Interest Payment Date relating thereto,
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12.
|
SECURITY
|
12.1.
|
General Bond
|
13.
|
ACCOUNTS AS EVIDENCE
|
14.
|
EXPENSES
|
14.1
|
Out-of-pocket expenses
|
14.2
|
Arrangement Fee.
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14.3
|
Enforcement expenses
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14.4
|
Commitment Fee.
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15.
|
STAMP DUTIES
|
16.
|
WAIVERS, REMEDIES CUMULATIVE
|
17.
|
NOTICES
|
17.1.
|
Address
|
(a)
|
if to the Borrower, to Nordural Grundartangi ehf., Grundartangi, 301 Akranes, Iceland, email: ragnarg@nordural.is Fax: +354 430 1001. Attn: Managing Director/Finance Manager. With a copy to Century Aluminum Company, One South Wacker Drive, Chicago, IL 60606, USA, Email: generalcounsel@centuryaluminum.com, Attn: General Counsel;
|
(b)
|
if to the Bank, to Landsbankinn hf., Hafnarstræti 5. Fax No: +354 410 3013. Attn: Corporate Banking;
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17.2.
|
Non‑working Days
|
18.
|
ASSIGNMENTS AND SUBSTITUTION
|
18.1.
|
Successors
|
18.2.
|
Assignments by the Borrower
|
18.3.
|
Assignments by the Bank
|
19.
|
SET OFF
|
20.
|
LANGUAGE
|
21.
|
GOVERNING LAW
|
22.
|
JURISDICTION
|
23.
|
SEVERABILITY
|
24.
|
COUNTERPARTS
|
Company Name
|
State or Other Jurisdiction of Incorporation or Organization
|
Name Under Business is Conducted
|
Berkeley Aluminum, Inc.
|
Delaware
|
Berkeley Aluminum, Inc.
|
Century Aluminum of West Virginia, Inc.
|
Delaware
|
Century Aluminum of West Virginia, Inc.
|
Century Aluminum Sebree, LLC
|
Delaware
|
Century Aluminum Sebree, LLC
|
Century Marketer LLC
|
Delaware
|
Century Marketer LLC
|
Century California, LLC
|
Delaware
|
Century California, LLC
|
Century Kentucky, Inc.
|
Delaware
|
Century Kentucky, Inc.
|
Century Bermuda I Limited
|
Bermuda
|
Century Bermuda I Limited
|
Century Aluminum Holdings, Inc.
|
Delaware
|
Century Aluminum Holdings, Inc.
|
Metalsco LLC
|
Georgia
|
Metalsco LLC
|
Skyliner LLC
|
Delaware
|
Skyliner LLC
|
NSA General Partnership
|
Kentucky
|
NSA GP
|
Century Aluminum of Kentucky General Partnership
|
Kentucky
|
Century Aluminum of Kentucky, GP
|
Hancock Aluminum LLC
|
Delaware
|
Hancock Aluminum, LLC
|
Century Aluminum of Kentucky LLC
|
Delaware
|
Century Aluminum of Kentucky LLC
|
Century Bermuda II Limited
|
Bermuda
|
Century Bermuda II Limited
|
Nordural U.S. LLC
|
Delaware
|
Nordural U.S. LLC
|
Nordural Helguvik ehf
|
Iceland
|
Nordural Helguvik ehf
|
Nordural ehf
|
Iceland
|
Nordural ehf.
|
Century Louisiana, Inc.
|
Delaware
|
Century Louisiana, Inc.
|
Century Aluminum Development LLC
|
Delaware
|
Century Aluminum Development LLC
|
Century Aluminum Congo, S.A.
|
Republic of Congo
|
Century Aluminum Congo, S.A.
|
Nordural Grundartangi ehf .
|
Iceland
|
Nordural Grundartangi ehf.
|
Century Aluminum Asia Holdings Limited
|
Hong Kong
|
Century Aluminum Asia Holdings Limited
|
Century Mincenco Holdings Limited
|
St. Lucia
|
Century Mincenco Holdings Limited
|
Century Aluminum Cooperatief U.A.
|
Netherlands
|
Century Aluminum Cooperatief U.A.
|
Century Aluminum Vlissingen B.V.
|
Netherlands
|
Century Aluminum Vlissingen B.V.
|
Century Anodes US, Inc.
|
California
|
Century Anodes US, Inc.
|
/s/ Terence Wilkinson
|
Terence Wilkinson
|
Director
|
Century Aluminum Company
|
/s/ Jarl Berntzen
|
Jarl Berntzen
|
Director
|
Century Aluminum Company
|
/s/ Andrew Caplan
|
Andrew Caplan
|
Director
|
Century Aluminum Company
|
/s/ Daniel Goldberg
|
Daniel Goldberg
|
Director
|
Century Aluminum Company
|
/s/ Peter C. Jones
|
Peter C. Jones
|
Director
|
Century Aluminum Company
|
/s/ Steven Kalmin
|
Steven Kalmin
|
Director
|
Century Aluminum Company
|
/s/ Andrew Michelmore
|
Andrew Michelmore
|
Director
|
Century Aluminum Company
|
/s/ John P. O’Brien
|
John P. O’Brien
|
Director
|
Century Aluminum Company
|
1)
|
I have reviewed this annual report on Form 10-K 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 our 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 our 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:
|
March 14, 2014
|
|
|
|
/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:
|
March 14, 2014
|
|