Delaware
(State or other jurisdiction of incorporation or organization)
|
13-3070826
(IRS Employer Identification No.)
|
One South Wacker Drive
Suite 1000
Chicago, Illinois
(Address of registrant’s principal offices)
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60606
(Zip Code)
|
Title of each class:
|
Name of each exchange on which registered:
|
Common Stock, $0.01 par value per share
|
NASDAQ Stock Market LLC
|
Preferred Stock Purchase Rights
|
(NASDAQ Global Select Market)
|
Large Accelerated Filer
|
ý
|
Accelerated Filer
|
¨
|
Non-Accelerated Filer
(Do not check if a smaller reporting company)
|
¨
|
Smaller Reporting Company
|
¨
|
TABLE OF CONTENTS
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PAGE
|
|
|
PART I
|
|
|
PART II
|
|
|
PART III
|
|
|
PART IV
|
|
|
||
|
•
|
Future global and local financial and economic conditions;
|
•
|
Our assessment of the aluminum market and aluminum prices (including premiums);
|
•
|
The future financial and operating performance of the Company, its subsidiaries and its projects;
|
•
|
Future earnings, operating results and liquidity;
|
•
|
Future inventory, production, sales, cash costs and capital expenditures;
|
•
|
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;
|
•
|
Our ability to procure alumina, carbon products and other raw materials and our assessment of pricing and costs and other terms relating thereto;
|
•
|
Our ability to access existing or future financing arrangements;
|
•
|
Our ability to repay debt in the future, including the E.ON contingent obligation;
|
•
|
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;
|
•
|
Our ability to successfully manage transmission issues and market power price risk and to control or reduce power costs;
|
•
|
Our assessment of power pricing and our ability to successfully obtain and/or implement long-term competitive power arrangements for our operations and projects, including at Mt. Holly and Ravenswood;
|
•
|
Negotiations with labor unions representing our employees at Hawesville and Grundartangi;
|
•
|
Our ability to successfully produce value-added products at our smelters;
|
•
|
Future construction investment and development, including the Helguvik project, the restart of the second baking furnace at Vlissingen and our expansion project at Grundartangi, including our ability to secure sufficient amounts of power, future capital expenditures, the costs of completion or cancellation, timing, production capacity and sources of funding;
|
•
|
Our ability to derive benefit from acquisitions, including the acquisitions of our Mt. Holly and Sebree smelters, and to successfully integrate these operations with the rest of our business;
|
•
|
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;
|
•
|
Our plans with respect to restarting operations at our Ravenswood, West Virginia smelter, and potential curtailment of other domestic assets;
|
•
|
The anticipated impact of recent accounting pronouncements or changes in accounting principles;
|
•
|
Our anticipated tax liabilities, benefits or refunds including the realization of U.S. and certain foreign deferred tax assets;
|
•
|
Our assessment of the ultimate outcome of outstanding litigation and environmental matters and liabilities relating thereto; and
|
•
|
The effect of future laws and regulations.
|
Facility
|
Location
|
Operational
|
Annual Production Capacity (tpy) (1)
|
Ownership Percentage
|
Grundartangi (2)
|
Grundartangi, Iceland
|
1998
|
298,000
|
100%
|
Hawesville
|
Hawesville, Kentucky, USA
|
1970
|
252,000
|
100%
|
Sebree
|
Robards, Kentucky, USA
|
1973
|
215,000
|
100%
|
Mt. Holly (3)
|
Goose Creek, South Carolina, USA
|
1980
|
231,000
|
100%
|
Ravenswood (4)
|
Ravenswood, West Virginia, USA
|
1957
|
170,000
|
100%
|
Helguvik (5)
|
Helguvik, Iceland
|
N/A
|
N/A
|
100%
|
(1)
|
The numbers in this column reflect each facility’s highest annual production for the last five fiscal years through and including the fiscal year ended December 31, 2014, or, in the case of Ravenswood, its rated capacity.
|
(2)
|
Production at Grundartangi has increased by approximately 12,000 tonnes as a result of an ongoing 40,000 tpy expansion project that began in 2012.
|
(3)
|
In December 2014, we acquired the remaining 50.3% ownership stake in the Mt. Holly facility and now own 100% of the facility.
|
(4)
|
In February 2009, we conducted an orderly curtailment of the plant operations at Ravenswood. We may restart the curtailed operations upon the realization of several objectives, including an expectation of higher long-term LME prices, negotiation of a competitive power agreement, passage of supporting legislation and a new labor agreement.
|
(5)
|
The Helguvik project is expected to have a rated production capacity of up to 360,000 tpy. During
2014
, project activity and spending remained at modest levels. We currently expect to restart major construction activity upon successful resolution of ongoing discussions with the contracted power suppliers for the project or procurement of another cost-effective source of power. See "Electrical Power Supply Agreements."
|
Facility
|
Location
|
Type
|
Annual Production
Capacity (tpy) (1)
|
Ownership Percentage
|
Vlissingen
|
Vlissingen, the Netherlands
|
Carbon anodes
|
75,000
|
100%
|
BHH
|
Guangxi Zhuang, China
|
Carbon anode, cathode and graphitized products
|
180,000 anode; 20,000 cathode/graphitized products
|
40%
|
(1)
|
The numbers in this column reflect each facility’s rated production capacity.
|
|
●
|
electrical power
|
●
|
carbon anodes
|
●
|
liquid pitch
|
|
●
|
alumina
|
●
|
cathode blocks
|
●
|
calcined petroleum coke
|
|
●
|
aluminum fluoride
|
●
|
natural gas
|
●
|
silicon carbide
|
Supplier
|
Quantity
|
Term
|
Pricing
|
Glencore (1)
|
Variable
|
Through December 31, 2017
|
Variable, LME-based
|
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 2015, we have agreed to price all of our requirements under this agreement based on a published alumina index.
|
Facility
|
Supplier
|
Term
|
Pricing
|
Grundartangi
|
Landsvirkjun
|
Through 2019 - 2036
|
Variable rate based on the LME price for primary aluminum
|
Orkuveita Reykjavíkur ("OR")
|
|||
HS Orka hf ("HS")
|
|||
Hawesville
|
Kenergy Corporation ("Kenergy")
|
Through December 31, 2023
|
Variable rate based on market prices
|
Sebree
|
Kenergy
|
Through December 31, 2023
|
Variable rate based on market prices
|
Mt. Holly
|
South Carolina Public Service Authority
|
Through December 31, 2015
|
Variable rate based in part on a fixed price, with fuel cost adjustment clause and in part on natural gas prices
|
Ravenswood
|
Appalachian Power Company
|
Evergreen
|
Based on published tariff
|
Helguvik
|
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
|
•
|
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.
|
Facility (1)
|
Term
|
Grundartangi
|
Long-term operating lease through 2020, renewable at our option
|
Helguvik
|
Long-term operating lease expected through 2060, with automatic extension provision
|
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
|
(1)
|
See Item 1, "Business — Primary Aluminum Facilities" and "Carbon Anode Facilities" for additional information about our properties.
|
|
2014
|
2013
|
||||||||||
|
High sales price
|
Low sales price
|
High sales price
|
Low sales price
|
||||||||
First quarter
|
$
|
13.37
|
|
$
|
9.67
|
|
$
|
9.70
|
|
$
|
7.68
|
|
Second quarter
|
15.94
|
|
12.63
|
|
10.60
|
|
6.26
|
|
||||
Third quarter
|
29.54
|
|
15.77
|
|
10.53
|
|
7.65
|
|
||||
Fourth quarter
|
31.75
|
|
20.79
|
|
10.49
|
|
7.80
|
|
As of December 31,
|
2009
|
2010
|
2011
|
2012
|
2013
|
2014
|
||||||||||||
Century Aluminum Company
|
$
|
100
|
|
$
|
96
|
|
$
|
53
|
|
$
|
54
|
|
$
|
65
|
|
$
|
151
|
|
Morningstar Aluminum Index
|
100
|
|
99
|
|
53
|
|
54
|
|
57
|
|
79
|
|
||||||
S&P 500 Index
|
100
|
|
115
|
|
117
|
|
136
|
|
180
|
|
205
|
|
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, 2014
|
—
|
|
$
|
—
|
|
—
|
|
$
|
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. On February 26, 2015, we announced that our Board of Directors has increased the size of our ongoing share repurchase program by
$20 million
. 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 the remaining interest in our Mt. Holly smelter in the fourth quarter of 2014;
|
•
|
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;
|
|
Year Ended December 31,
|
||||||||||||||
|
2014 (1)
|
2013 (2)
|
2012 (3)
|
2011 (4)
|
2010 (5)
|
||||||||||
|
(dollars in thousands, except per share amounts)
|
||||||||||||||
Net sales
|
$
|
1,931,042
|
|
$
|
1,454,313
|
|
$
|
1,272,111
|
|
$
|
1,356,424
|
|
$
|
1,169,271
|
|
Gross profit
|
202,456
|
|
39,523
|
|
46,342
|
|
89,522
|
|
112,396
|
|
|||||
Operating income (loss)
|
140,780
|
|
(36,556
|
)
|
(7,274
|
)
|
47,296
|
|
102,980
|
|
|||||
Net income (loss)
|
112,494
|
|
(40,313
|
)
|
(35,610
|
)
|
11,325
|
|
59,971
|
|
|||||
Earnings (loss) per share:
|
|
|
|
|
|
|
|
|
|
||||||
Basic
|
$
|
1.16
|
|
$
|
(0.45
|
)
|
$
|
(0.40
|
)
|
$
|
0.11
|
|
$
|
0.59
|
|
Diluted
|
1.15
|
|
(0.45
|
)
|
(0.40
|
)
|
0.11
|
|
0.59
|
|
|||||
|
|
|
|
|
|
||||||||||
Dividends per common share
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
Total assets
|
2,014,035
|
|
1,810,196
|
|
1,776,326
|
|
1,811,094
|
|
1,923,056
|
|
|||||
Total debt (6)
|
254,703
|
|
262,946
|
|
273,766
|
|
271,285
|
|
314,919
|
|
|||||
Long-term debt obligations (7)
|
246,888
|
|
246,528
|
|
265,951
|
|
263,470
|
|
261,621
|
|
|
Year Ended December 31,
|
||||||||||||||
|
2014 (1)
|
2013 (2)
|
2012 (3)
|
2011 (4)
|
2010 (5)
|
||||||||||
|
(in dollars)
|
||||||||||||||
Other information:
|
|
|
|
|
|
|
|
|
|
||||||
Shipments – Primary aluminum:
|
|
|
|
|
|
|
|
|
|
||||||
Direct shipments (tonnes)
|
728,377
|
|
485,690
|
|
377,314
|
|
334,889
|
|
317,940
|
|
|||||
Toll shipments (tonnes)
|
138,748
|
|
278,908
|
|
269,215
|
|
267,253
|
|
267,455
|
|
|||||
|
|
|
|
|
|
||||||||||
Average realized price per tonne:
|
|
|
|
|
|
|
|
|
|
|
|||||
Direct shipments
|
$
|
2,333
|
|
$
|
2,154
|
|
$
|
2,265
|
|
$
|
2,577
|
|
$
|
2,297
|
|
Toll shipments
|
$
|
1,554
|
|
$
|
1,448
|
|
$
|
1,544
|
|
$
|
1,839
|
|
$
|
1,634
|
|
Average LME price:
|
|
|
|
|
|
|
|
|
|
|
|||||
Per tonne
|
$
|
1,867
|
|
$
|
1,846
|
|
$
|
2,020
|
|
$
|
2,398
|
|
$
|
2,173
|
|
Average Midwest premium:
|
|
|
|
|
|
|
|
|
|
|
|||||
Per tonne
|
$
|
450
|
|
$
|
244
|
|
$
|
218
|
|
$
|
169
|
|
$
|
138
|
|
Average European Duty Paid premium:
|
|
|
|
|
|
|
|
|
|
|
|||||
Per tonne
|
$
|
424
|
|
$
|
272
|
|
$
|
241
|
|
$
|
193
|
|
$
|
163
|
|
(1)
|
2014 Net income includes a $7.9 million benefit for the gain on remeasurement of contingent consideration, a $5.5 million benefit for deferred power contract liability amortization, an unrealized gain of $1.4 million, primarily related to an LME-based contingent obligation and a $1.3 million benefit for the gain on remeasurement of our equity investment in Mt. Holly. Results were negatively impacted by
$5.0 million
in non-cash, non-recurring pension charges and by
$2.6 million
related to the separation of former senior executives.
|
(2)
|
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.
|
(3)
|
2012 Net loss includes the favorable impact of the consumption of inventory with a $19.8 million lower market value than cost basis during the period, 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.
|
(4)
|
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.
|
(5)
|
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.
|
(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.
|
•
|
the price of primary aluminum, which is based on the LME, regional delivery premiums and any value-added product premiums;
|
•
|
the cost of goods sold, the principal components of which are electrical power, alumina, carbon products and labor, which in aggregate exceed
75%
of our cost of goods sold; and
|
•
|
our production volume.
|
SHIPMENTS - PRIMARY ALUMINUM
|
|
|
|
|
||||||||||||||||
|
Direct (1)
|
|
Toll
|
|||||||||||||||||
|
United States
|
|
Iceland
|
|
Iceland
|
|||||||||||||||
|
Tonnes
|
|
Revenue $
|
|
Tonnes
|
|
Revenue $
|
|
Tonnes
|
|
Revenue $
|
|||||||||
|
(dollars in millions)
|
|||||||||||||||||||
2014
|
570,600
|
|
|
$
|
1,353.4
|
|
|
157,777
|
|
|
$
|
344.7
|
|
|
138,748
|
|
|
$
|
215.7
|
|
2013
|
472,977
|
|
|
1,022.1
|
|
|
12,713
|
|
|
28.3
|
|
|
278,908
|
|
|
403.9
|
|
|||
2012
|
362,694
|
|
|
822.0
|
|
|
14,620
|
|
|
34.4
|
|
|
269,215
|
|
|
415.8
|
|
(1)
|
Excludes scrap aluminum sales.
|
|
2014
|
2013
|
2012
|
||||||
|
(dollars in thousands)
|
||||||||
Operating income (loss)
|
$
|
140,780
|
|
$
|
(36,556
|
)
|
$
|
(7,274
|
)
|
Depreciation
|
70,731
|
|
66,570
|
|
62,570
|
|
|||
Sebree power contract amortization
|
(5,534
|
)
|
(31,031
|
)
|
—
|
|
|||
Non-cash inventory adjustment
|
(1,247
|
)
|
1,247
|
|
(19,818
|
)
|
|||
Litigation items
|
3,600
|
|
(2,225
|
)
|
3,800
|
|
|||
Corporate relocation
|
—
|
|
5,777
|
|
|
||||
Non-cash, non-recurring pension charges
|
4,964
|
|
—
|
|
—
|
|
|||
Separation of former senior executives
|
2,590
|
|
8,394
|
|
—
|
|
|||
Adjusted EBITDA
|
$
|
215,884
|
|
$
|
12,176
|
|
$
|
39,278
|
|
|
2014
|
2013
|
2012
|
||||||
|
(dollars in thousands)
|
||||||||
Net cash provided by operating activities
|
$
|
196,411
|
|
$
|
19,718
|
|
$
|
37,139
|
|
Net cash used in investing activities
|
(109,057
|
)
|
(117,174
|
)
|
(32,531
|
)
|
|||
Net cash used in financing activities
|
(8,200
|
)
|
(2,432
|
)
|
(4,033
|
)
|
|||
Change in cash and cash equivalents
|
$
|
79,154
|
|
$
|
(99,888
|
)
|
$
|
575
|
|
Weighted Average Discount Rate Assumption for:
|
2014
|
2013
|
|
|
|
Pension plans
|
4.05%
|
4.89%
|
OPEB
|
4.00%
|
4.99%
|
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
|
$
|
(18.4
|
)
|
$
|
20.5
|
|
OPEB plans
|
(10.6
|
)
|
11.9
|
|
|
1% Increase
|
1% Decrease
|
||||
|
(dollars in millions)
|
|||||
Effect on total of service and interest cost components
|
$
|
1.3
|
|
$
|
(1.0
|
)
|
Effect on accumulated postretirement benefit obligation
|
24.8
|
|
(20.1
|
)
|
|
Payments Due by Period
|
||||||||||||||||||||
|
Total
|
2014
|
2015
|
2016
|
2017
|
2018
|
Thereafter
|
||||||||||||||
|
(dollars in millions)
|
||||||||||||||||||||
Long-term debt (1)
|
$
|
258
|
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
$
|
258
|
|
Estimated interest payments (2)
|
139
|
|
19
|
|
19
|
|
19
|
|
19
|
|
19
|
|
44
|
|
|||||||
Purchase obligations (3)
|
1,430
|
|
261
|
|
211
|
|
99
|
|
101
|
|
104
|
|
654
|
|
|||||||
OPEB obligations (4)
|
310
|
|
5
|
|
6
|
|
7
|
|
7
|
|
8
|
|
277
|
|
|||||||
Other liabilities (5)
|
93
|
|
8
|
|
8
|
|
8
|
|
8
|
|
7
|
|
54
|
|
|||||||
Total
|
$
|
2,230
|
|
$
|
293
|
|
$
|
244
|
|
$
|
133
|
|
$
|
135
|
|
$
|
138
|
|
$
|
1,287
|
|
(1)
|
Long-term debt includes principal repayments on the 7.5% Notes due 2021 and the IRBs. 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, 2014 and management's estimate of the LME forward market for periods beyond the quoted periods, we have assessed 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, 2014 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 a LME price using the LME forward curve as of December 31, 2014.
|
(4)
|
Includes the undiscounted estimated benefit payments for our OPEB obligations, which are unfunded.
|
(5)
|
Other liabilities include estimated SERB benefit payments, workers' compensation benefit payments and asset retirement obligations. Asset retirement obligations are estimated disposal costs for the potliner currently in service.
|
|
December 31, 2014
|
December 31, 2013
|
||
|
(in tonnes)
|
|||
Other forward delivery contracts – total
|
6,108
|
|
118,373
|
|
Other forward delivery contracts – Glencore
|
4,058
|
|
20,008
|
|
|
Page
|
|
|
Reports of Independent Registered Public Accounting Firm
|
|
Consolidated Statements of Operations for the Years Ended December 31, 2014, 2013 and 2012
|
|
Consolidated Statements of Comprehensive Income (Loss) for the Years Ended December 31, 2014, 2013 and 2012
|
|
Consolidated Balance Sheets at December 31, 2014 and 2013
|
|
Consolidated Statements of Shareholders’ Equity for the Years Ended December 31, 2014, 2013 and 2012
|
|
Consolidated Statements of Cash Flows for the Years Ended December 31, 2014, 2013 and 2012
|
|
Notes to the Consolidated Financial Statements
|
CENTURY ALUMINUM COMPANY
|
|||||||||
CONSOLIDATED STATEMENTS OF OPERATIONS
|
|||||||||
(in thousands, except per share amounts)
|
|||||||||
|
Year Ended December 31,
|
||||||||
|
2014
|
2013
|
2012
|
||||||
NET SALES:
|
|
|
|
|
|||||
Third-party customers
|
$
|
668,941
|
|
$
|
943,262
|
|
$
|
719,812
|
|
Related parties
|
1,262,101
|
|
511,051
|
|
552,299
|
|
|||
|
1,931,042
|
|
1,454,313
|
|
1,272,111
|
|
|||
Cost of goods sold
|
1,728,586
|
|
1,414,790
|
|
1,225,769
|
|
|||
Gross profit
|
202,456
|
|
39,523
|
|
46,342
|
|
|||
Other operating expense – net
|
12,481
|
|
8,602
|
|
18,253
|
|
|||
Selling, general and administrative expenses
|
49,195
|
|
67,477
|
|
35,363
|
|
|||
Operating income (loss)
|
140,780
|
|
(36,556
|
)
|
(7,274
|
)
|
|||
Interest expense
|
(22,015
|
)
|
(23,091
|
)
|
(24,029
|
)
|
|||
Interest income
|
301
|
|
728
|
|
554
|
|
|||
Net gain (loss) on forward and derivative contracts
|
179
|
|
16,598
|
|
(4,150
|
)
|
|||
Gain on bargain purchase
|
—
|
|
5,253
|
|
—
|
|
|||
Gain on fair value of contingent consideration
|
7,943
|
|
—
|
|
—
|
|
|||
Gain on remeasurement of equity investment
|
1,318
|
|
—
|
|
—
|
|
|||
Loss on early extinguishment of debt
|
—
|
|
(3,272
|
)
|
—
|
|
|||
Other income – net
|
991
|
|
496
|
|
5,576
|
|
|||
Income (loss) before income taxes and equity in earnings of joint ventures
|
129,497
|
|
(39,844
|
)
|
(29,323
|
)
|
|||
Income tax expense
|
(18,308
|
)
|
(3,131
|
)
|
(8,910
|
)
|
|||
Income (loss) before equity in earnings of joint ventures
|
111,189
|
|
(42,975
|
)
|
(38,233
|
)
|
|||
Equity in earnings of joint ventures
|
1,305
|
|
2,662
|
|
2,623
|
|
|||
Net income (loss)
|
$
|
112,494
|
|
$
|
(40,313
|
)
|
$
|
(35,610
|
)
|
EARNINGS (LOSS) PER COMMON SHARE:
|
|
|
|
|
|
|
|||
Basic
|
$
|
1.16
|
|
$
|
(0.45
|
)
|
$
|
(0.40
|
)
|
Diluted
|
1.15
|
|
(0.45
|
)
|
(0.40
|
)
|
CENTURY ALUMINUM COMPANY
|
|||||||||
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)
|
|||||||||
(in thousands)
|
|||||||||
|
Year Ended December 31,
|
||||||||
|
2014
|
2013
|
2012
|
||||||
Comprehensive income (loss):
|
|
|
|
||||||
Net income (loss)
|
$
|
112,494
|
|
$
|
(40,313
|
)
|
$
|
(35,610
|
)
|
Other comprehensive income (loss) before income tax effect:
|
|
|
|
||||||
Net unrealized loss on financial instruments
|
—
|
|
—
|
|
(218
|
)
|
|||
Net loss reclassified to income on financial instruments
|
—
|
|
—
|
|
567
|
|
|||
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
|
(41,995
|
)
|
56,795
|
|
(16,691
|
)
|
|||
Prior service cost arising during the period
|
(1,299
|
)
|
—
|
|
—
|
|
|||
Amortization of prior service benefit during the period
|
(3,504
|
)
|
(3,920
|
)
|
(4,113
|
)
|
|||
Amortization of net loss during the period
|
10,312
|
|
8,174
|
|
9,837
|
|
|||
Change in equity in investee other comprehensive income
|
—
|
|
61
|
|
(4,236
|
)
|
|||
Other comprehensive income (loss) before income tax effect
|
(36,672
|
)
|
60,924
|
|
(15,040
|
)
|
|||
Income tax effect
|
(1,829
|
)
|
(1,564
|
)
|
(1,564
|
)
|
|||
Other comprehensive income (loss)
|
(38,501
|
)
|
59,360
|
|
(16,604
|
)
|
|||
Total comprehensive income (loss)
|
$
|
73,993
|
|
$
|
19,047
|
|
$
|
(52,214
|
)
|
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, 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 loss
|
—
|
|
—
|
|
—
|
|
—
|
|
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
|
|
Net income – 2014
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
112,494
|
|
112,494
|
|
|||||||
Other comprehensive loss
|
—
|
|
—
|
|
—
|
|
—
|
|
(38,501
|
)
|
—
|
|
(38,501
|
)
|
|||||||
Elimination of equity in investee resulting from acquisition
|
—
|
|
—
|
|
—
|
|
—
|
|
12,651
|
|
—
|
|
12,651
|
|
|||||||
Issuance of common stock – compensation plans
|
—
|
|
2
|
|
302
|
|
—
|
|
—
|
|
—
|
|
304
|
|
|||||||
Share-based compensation expense
|
—
|
|
—
|
|
1,387
|
|
—
|
|
—
|
|
—
|
|
1,387
|
|
|||||||
Conversion of preferred stock to common stock
|
—
|
|
2
|
|
(2
|
)
|
—
|
|
—
|
|
—
|
|
—
|
|
|||||||
Balance, December 31, 2014
|
$
|
1
|
|
$
|
939
|
|
$
|
2,510,261
|
|
$
|
(49,924
|
)
|
$
|
(117,682
|
)
|
$
|
(1,252,448
|
)
|
$
|
1,091,147
|
|
CENTURY ALUMINUM COMPANY
|
|||||||||
CONSOLIDATED STATEMENTS OF CASH FLOWS
|
|||||||||
(in thousands)
|
|||||||||
|
Year Ended December 31,
|
||||||||
|
2014
|
2013
|
2012
|
||||||
CASH FLOWS FROM OPERATING ACTIVITIES:
|
|
|
|
|
|
||||
Net income (loss)
|
$
|
112,494
|
|
$
|
(40,313
|
)
|
$
|
(35,610
|
)
|
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
|
|
|
|
||||||
Unrealized net loss (gain) on forward contracts
|
—
|
|
(1,170
|
)
|
2,987
|
|
|||
Gain on bargain purchase
|
—
|
|
(5,253
|
)
|
—
|
|
|||
Gain on fair value of contingent consideration
|
(7,943
|
)
|
—
|
|
—
|
|
|||
Gain on remeasurement of equity investment
|
(1,318
|
)
|
—
|
|
—
|
|
|||
Unrealized gain on E.ON contingent obligation
|
(1,412
|
)
|
(16,781
|
)
|
—
|
|
|||
Accrued and other plant curtailment costs — net
|
4,350
|
|
4,452
|
|
5,251
|
|
|||
Lower of cost or market inventory adjustment
|
(1,247
|
)
|
1,247
|
|
(19,818
|
)
|
|||
Depreciation
|
70,731
|
|
66,570
|
|
62,570
|
|
|||
Sebree power contract amortization
|
(5,534
|
)
|
(31,031
|
)
|
—
|
|
|||
Debt discount amortization
|
361
|
|
672
|
|
1,069
|
|
|||
Pension and other postretirement benefits
|
6,939
|
|
1,740
|
|
3,129
|
|
|||
Deferred income taxes
|
2,633
|
|
(1,493
|
)
|
1,529
|
|
|||
Stock-based compensation
|
1,334
|
|
1,078
|
|
613
|
|
|||
Loss on early extinguishment of debt
|
—
|
|
3,272
|
|
—
|
|
|||
Equity in earnings of joint ventures, net of dividends
|
425
|
|
871
|
|
(2,623
|
)
|
|||
Change in operating assets and liabilities:
|
|
|
|
|
|
||||
Accounts receivable — net
|
(19,981
|
)
|
(6,001
|
)
|
(2,537
|
)
|
|||
Due from affiliates
|
12,084
|
|
(5,717
|
)
|
2,202
|
|
|||
Inventories
|
(16,513
|
)
|
(21,740
|
)
|
31,854
|
|
|||
Prepaid and other current assets
|
3,392
|
|
5,318
|
|
4,946
|
|
|||
Accounts payable, trade
|
11,797
|
|
25,224
|
|
(12,114
|
)
|
|||
Due to affiliates
|
3,058
|
|
13,845
|
|
(2,167
|
)
|
|||
Accrued and other current liabilities
|
18,071
|
|
5,834
|
|
(5,746
|
)
|
|||
Other — net
|
2,690
|
|
19,094
|
|
1,604
|
|
|||
Net cash provided by operating activities
|
196,411
|
|
19,718
|
|
37,139
|
|
|||
CASH FLOWS FROM INVESTING ACTIVITIES:
|
|
|
|
|
|
|
|||
Purchase of property, plant and equipment
|
(41,559
|
)
|
(46,533
|
)
|
(17,677
|
)
|
|||
Nordural expansion — Helguvik
|
(337
|
)
|
(3,331
|
)
|
(7,317
|
)
|
|||
Purchase of carbon anode assets and improvements
|
(13,230
|
)
|
(18,213
|
)
|
(13,814
|
)
|
|||
Purchase of Sebree smelter
|
(1,042
|
)
|
(48,058
|
)
|
—
|
|
|||
Investments in and advances to joint ventures
|
—
|
|
(125
|
)
|
(275
|
)
|
|||
Payments received from joint ventures
|
—
|
|
—
|
|
6,622
|
|
|||
Purchase of remaining interest in Mt. Holly smelter
|
(53,831
|
)
|
—
|
|
—
|
|
|||
Proceeds from sale of property, plant and equipment
|
46
|
|
525
|
|
188
|
|
|||
Restricted and other cash deposits
|
896
|
|
(1,439
|
)
|
(258
|
)
|
|||
Net cash used in investing activities
|
(109,057
|
)
|
(117,174
|
)
|
(32,531
|
)
|
|||
|
|
|
|
CENTURY ALUMINUM COMPANY
|
|||||||||
CONSOLIDATED STATEMENTS OF CASH FLOWS
|
|||||||||
(in thousands)
|
|||||||||
|
Year Ended December 31,
|
||||||||
|
2014
|
2013
|
2012
|
||||||
CASH FLOWS FROM FINANCING ACTIVITIES:
|
|
|
|
|
|
|
|||
Repayment of debt
|
(2,603
|
)
|
(249,604
|
)
|
—
|
|
|||
Proceeds from issuance of debt
|
—
|
|
246,330
|
|
—
|
|
|||
Borrowings under revolving credit facilities
|
92,423
|
|
22,725
|
|
18,076
|
|
|||
Repayments under revolving credit facilities
|
(98,423
|
)
|
(16,725
|
)
|
(18,076
|
)
|
|||
Debt issuance costs
|
—
|
|
(3,994
|
)
|
—
|
|
|||
Debt retirement costs
|
—
|
|
(1,208
|
)
|
—
|
|
|||
Repurchase of common stock
|
—
|
|
—
|
|
(4,033
|
)
|
|||
Issuance of common stock
|
403
|
|
44
|
|
—
|
|
|||
Net cash used in financing activities
|
(8,200
|
)
|
(2,432
|
)
|
(4,033
|
)
|
|||
CHANGE IN CASH AND CASH EQUIVALENTS
|
79,154
|
|
(99,888
|
)
|
575
|
|
|||
Cash and cash equivalents, beginning of year
|
84,088
|
|
183,976
|
|
183,401
|
|
|||
Cash and cash equivalents, end of year
|
$
|
163,242
|
|
$
|
84,088
|
|
$
|
183,976
|
|
|
December 31, 2014
|
December 31, 2013
|
||||||||||
|
Carrying amount
|
Fair value
|
Carrying amount
|
Fair value
|
||||||||
7.5% Notes due 2021
|
$
|
246,888
|
|
$
|
256,408
|
|
$
|
246,528
|
|
$
|
244,375
|
|
7.5% Notes due 2014
|
—
|
|
—
|
|
2,603
|
|
2,487
|
|
|
Acquisition Date Fair Value as of December 1, 2014
|
||
Consideration:
|
|
||
Purchase price
|
$
|
67,500
|
|
Pension funding (1)
|
46,546
|
|
|
Contingent consideration
|
13,780
|
|
|
Economic, working capital and other closing adjustments (1)
|
(12,324
|
)
|
|
Settlement of partnership accounts
|
(23,172
|
)
|
|
Fair value of existing equity investment
|
56,723
|
|
|
Total consideration
|
$
|
149,053
|
|
Assets Acquired:
|
|
||
Inventories
|
$
|
26,105
|
|
Due from Alumax
|
20,786
|
|
|
Prepaid and other current assets
|
2,527
|
|
|
Intangible asset
|
2,580
|
|
|
Pension asset (1)
|
30,842
|
|
|
Property, plant and equipment – net
|
127,089
|
|
|
Total assets acquired
|
$
|
209,929
|
|
Liabilities Assumed:
|
|
||
Accounts payable, trade
|
$
|
41,471
|
|
Accrued and other current liabilities
|
8,335
|
|
|
Accrued postretirement benefit costs (1)
|
2,857
|
|
|
Other liabilities
|
8,213
|
|
|
Deferred taxes
|
4,804
|
|
|
Total liabilities assumed
|
$
|
65,680
|
|
Goodwill
|
$
|
4,804
|
|
(1)
|
These amounts represents our preliminary estimates based on our current expectation of the pension, working capital, economic and other closing adjustments. These estimates are subject to review and approval by both parties. The final determination and payment of the settlement amounts is expected in the second quarter of 2015.
|
|
Year ended December 31,
|
||
|
2014
|
||
Mt. Holly revenue
|
$
|
25,911
|
|
Mt. Holly income from continuing operations (1)
|
3,024
|
|
(1)
|
The income attributable to the acquired Alcoa’s
50.3%
stake in Mt. Holly excludes the gain on the fair value of the contingent consideration and the gain on remeasurement of the equity investment.
|
|
Year ended December 31,
|
|||||
|
2014
|
2013
|
||||
Pro forma revenues
|
$
|
2,176,552
|
|
$
|
1,707,838
|
|
Pro forma earnings (loss) from continuing operations
|
125,847
|
|
(38,819
|
)
|
||
Pro forma earnings (loss) per common share, basic
|
1.30
|
|
(0.44
|
)
|
||
Pro forma earnings (loss) per common share, diluted
|
1.29
|
|
(0.44
|
)
|
Amounts Recognized Separately from the Acquisition:
|
Line item
|
Amount recognized
|
||
|
|
|
||
Amounts Due from Alumax
|
Accrued and other current liabilities
|
$
|
20,786
|
|
Alumina Supply Agreements
|
Inventory
|
14,880
|
|
|
Acquisition Date Fair Value
|
||
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 postretirement 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 income from continuing operations (1)
|
8,705
|
|
(1)
|
Our net income for the years ended
December 31, 2014
and
2013
, includes a non-recurring credit for the amortization of the deferred power contract liability of
$5,534
and
$31,031
, respectively, related to the amortization of an unfavorable power contract assumed as part of the Sebree acquisition resulting in a credit to our depreciation and amortization expense within cost of goods sold on the consolidated statement of operations for the first quarter of 2014. The power contract terminated on January 31, 2014.
|
|
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
|
)
|
||
Pro forma loss per common share, basic
|
(0.94
|
)
|
(2.94
|
)
|
||
Pro forma 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, 2014
|
|||||||||||
|
Level 1
|
Level 2
|
Level 3
|
Total
|
||||||||
ASSETS:
|
|
|
|
|
||||||||
Cash equivalents
|
$
|
137,712
|
|
$
|
—
|
|
$
|
—
|
|
$
|
137,712
|
|
Trust assets
|
8,067
|
|
—
|
|
—
|
|
8,067
|
|
||||
Surety bonds
|
1,987
|
|
—
|
|
—
|
|
1,987
|
|
||||
TOTAL
|
$
|
147,766
|
|
$
|
—
|
|
$
|
—
|
|
$
|
147,766
|
|
LIABILITIES:
|
|
|
|
|
|
|
|
|
||||
E.ON contingent obligation – net (1)
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
TOTAL
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
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 (1)
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
Primary aluminum sales contract
|
—
|
|
—
|
|
140
|
|
140
|
|
||||
TOTAL
|
$
|
—
|
|
$
|
—
|
|
$
|
140
|
|
$
|
140
|
|
(1)
|
See
Note 6 Debt
for additional information about the E.ON contingent obligation.
|
Change in Level 3 Fair Value Measurements during the years ended December 31,
|
||||||
|
Derivative liabilities - net
|
|||||
|
2014
|
2013
|
||||
Beginning balance, January 1,
|
$
|
—
|
|
$
|
(16,539
|
)
|
Total gain (loss) included in earnings
|
(940
|
)
|
16,539
|
|
||
Settlements
|
940
|
|
—
|
|
||
Ending balance, December 31,
|
$
|
—
|
|
$
|
—
|
|
Amount of gain included in earnings attributable to the change in unrealized losses relating to assets and liabilities held at December 31,
|
$
|
—
|
|
$
|
16,539
|
|
(1)
|
See
Note 6 Debt
for additional information about the E.ON contingent obligation.
|
|
December 31, 2014
|
December 31, 2013
|
||
Primary aluminum sales contract premium (tonnes) (1)
|
—
|
|
1,782
|
|
Midwest premium contracts (tonnes)
|
—
|
|
6,000
|
|
(1)
|
Represents the remaining physical deliveries under the Glencore Metal Agreement.
|
|
December 31,
|
|||||
|
2014
|
2013
|
||||
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 due August 15, 2014, interest payable semiannually (2)(3)
|
—
|
|
2,603
|
|
||
Iceland revolving credit facility (3)(4)
|
—
|
|
6,000
|
|
||
Debt classified as non-current liabilities:
|
|
|
|
|||
7.5% senior secured notes due June 1, 2021, net of debt discount of $3,112 and $3,472, respectively, interest payable semiannually
|
246,888
|
|
246,528
|
|
||
Total
|
$
|
254,703
|
|
$
|
262,946
|
|
(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,
2014
was
0.24%
.
|
(2)
|
The amount outstanding was repaid upon maturity.
|
(3)
|
These items are recorded in accrued and other current liabilities based on the repayment terms and expected maturity.
|
(4)
|
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%
.
|
|
December 31, 2014
|
||
Credit facility maximum amount
|
$
|
150,000
|
|
Borrowing availability, net of outstanding letters of credit
|
38,617
|
|
|
Outstanding borrowings
|
—
|
|
|
Letter of credit sub-facility amount (1)
|
130,000
|
|
|
Outstanding letters of credit issued
|
111,383
|
|
(1)
|
In connection with the acquisition of Mt. Holly, the U.S. revolving credit facility was amended to increase the letter of credit sub-facility from
$80,000
to
$100,000
.
On December 1, 2014, we entered into an additional amendment to the U.S. revolving credit facility, increasing our letter of credit sub-facility to
$130,000
for the period from December 1, 2014 through March 1, 2015
.
|
|
December 31, 2014
|
||
Credit Facility maximum amount
|
$
|
50,000
|
|
Borrowing availability
|
49,940
|
|
|
Outstanding borrowings
|
—
|
|
(i)
|
all of our and the Guarantor Subsidiaries' property, plant and equipment;
|
(ii)
|
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;
|
(iii)
|
intercompany notes owed by any non-guarantor to us or any Guarantor Subsidiary to us; and
|
(iv)
|
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, 2014
|
December 31, 2013
|
||||
E.ON contingent obligation – principal
|
Other liabilities
|
$
|
(12,902
|
)
|
$
|
(12,902
|
)
|
E.ON contingent obligation – accrued interest
|
Other liabilities
|
(5,291
|
)
|
(3,879
|
)
|
||
E.ON contingent obligation – derivative asset
|
Other liabilities
|
18,193
|
|
16,781
|
|
||
|
|
$
|
—
|
|
$
|
—
|
|
|
|
Common and Preferred Stock Activity:
|
Preferred stock
|
Common stock
|
||||
(in shares)
|
Series A convertible
|
Treasury
|
Outstanding
|
|||
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
|
|
Conversion of convertible preferred stock
|
(1,479
|
)
|
—
|
|
147,952
|
|
Issuance for share-based compensation plans
|
—
|
|
—
|
|
206,353
|
|
Balance as of December 31, 2014
|
78,141
|
|
4,786,521
|
|
89,064,582
|
|
•
|
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 which the percentage of voting stock held by Glencore decreases, an amount of Series A Convertible Preferred Stock will convert to common stock to restore Glencore to its previous ownership percentage;
|
•
|
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.
|
|
2014
|
2013
|
||||
Raw materials
|
$
|
78,599
|
|
$
|
69,776
|
|
Work-in-process
|
33,941
|
|
22,183
|
|
||
Finished goods
|
19,969
|
|
17,661
|
|
||
Operating and other supplies
|
150,971
|
|
129,995
|
|
||
Inventories (1)
|
$
|
283,480
|
|
$
|
239,615
|
|
(1)
|
Includes inventory acquired in connection with the Mt. Holly acquisition. See
Note 2 Business acquisitions
for additional information about the Mt. Holly acquisition.
|
|
2014
|
2013
|
||||
Land and improvements
|
$
|
51,748
|
|
$
|
16,021
|
|
Buildings and improvements
|
403,784
|
|
340,609
|
|
||
Machinery and equipment
|
1,395,221
|
|
1,464,532
|
|
||
Construction in progress
|
182,393
|
|
221,101
|
|
||
|
2,033,146
|
|
2,042,263
|
|
||
Less accumulated depreciation
|
(741,928
|
)
|
(794,602
|
)
|
||
Property, plant and equipment - net
|
$
|
1,291,218
|
|
$
|
1,247,661
|
|
Components of Prepaid and other current assets:
|
2014
|
2013
|
||||
Prepaid and other assets
|
$
|
19,601
|
|
$
|
15,051
|
|
Income/withholding tax receivable – current
|
5,389
|
|
11,437
|
|
||
VAT receivable
|
4,778
|
|
5,648
|
|
||
Derivative assets
|
—
|
|
140
|
|
||
|
$
|
29,768
|
|
$
|
32,276
|
|
Components of Other assets:
|
2014
|
2013
|
||||
Investment in BHH and other equity investments
|
$
|
34,478
|
|
$
|
35,767
|
|
Pension asset related to Mt. Holly
|
30,842
|
|
—
|
|
||
Cash surrender value of life insurance and trust assets
|
26,636
|
|
27,857
|
|
||
Maintenance and operating supplies – non-current
|
17,771
|
|
17,827
|
|
||
Other assets
|
13,850
|
|
10,023
|
|
||
|
$
|
123,577
|
|
$
|
91,474
|
|
Components of Accrued and other current liabilities:
|
2014
|
2013
|
||||
Accrued payable to Alcoa for Mt. Holly acquisition
|
$
|
39,208
|
|
$
|
—
|
|
Accrued compensation and related benefits
|
19,602
|
|
11,829
|
|
||
Income taxes payable
|
14,302
|
|
6,198
|
|
||
Other accrued and current liabilities
|
10,573
|
|
14,842
|
|
||
Accrued vacation pay
|
9,101
|
|
9,135
|
|
||
Asset retirement obligations – current
|
6,006
|
|
4,230
|
|
||
Deferred tax liability – current
|
2,241
|
|
1,555
|
|
||
Accrued severance pay
|
2,050
|
|
11,438
|
|
||
Accrued bond interest
|
1,563
|
|
1,636
|
|
||
Revolving credit facility
|
—
|
|
6,000
|
|
||
Current portion of long-term debt
|
—
|
|
2,603
|
|
||
|
$
|
104,646
|
|
$
|
69,466
|
|
Components of Other liabilities:
|
2014
|
2013
|
||||
Asset retirement obligations – non-current
|
$
|
30,944
|
|
$
|
22,884
|
|
Other liabilities
|
9,275
|
|
7,576
|
|
||
Contingent consideration
|
5,837
|
|
—
|
|
||
Accrued workers’ compensation cost – non-current
|
7,216
|
|
7,283
|
|
||
E.ON contingent liability and accrued interest
|
—
|
|
—
|
|
||
|
$
|
53,272
|
|
$
|
37,743
|
|
Components of Accumulated Other Comprehensive Loss:
|
2014
|
2013
|
||||
Defined benefit plan liabilities
|
$
|
(128,664
|
)
|
$
|
(92,177
|
)
|
Equity in investee other comprehensive income (1)
|
—
|
|
(12,650
|
)
|
||
Unrealized loss on financial instruments
|
(1,249
|
)
|
(1,064
|
)
|
||
Other comprehensive loss before income tax effect
|
(129,913
|
)
|
(105,891
|
)
|
||
Income tax effect (2)
|
12,231
|
|
14,059
|
|
||
Accumulated other comprehensive loss
|
$
|
(117,682
|
)
|
$
|
(91,832
|
)
|
(1)
|
The amount includes our equity in the other comprehensive income of Mt. Holly until it was acquired.
|
(2)
|
The allocation of the income tax effect to the components of other comprehensive income is as follows:
|
|
2014
|
2013
|
||||
Defined benefit plan liabilities
|
$
|
12,812
|
|
$
|
14,256
|
|
Equity in investee other comprehensive income
|
—
|
|
418
|
|
||
Unrealized loss on financial instruments
|
(581
|
)
|
(615
|
)
|
|
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, 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
|
)
|
||||
Other comprehensive income (loss) before reclassifications
|
(42,926
|
)
|
(419
|
)
|
—
|
|
(43,345
|
)
|
||||
Net amount reclassified to net income
|
4,995
|
|
—
|
|
(151
|
)
|
4,844
|
|
||||
Elimination of equity in investee resulting from acquisition
|
—
|
|
12,651
|
|
—
|
|
12,651
|
|
||||
Balance, December 31, 2014
|
$
|
(115,852
|
)
|
$
|
—
|
|
$
|
(1,830
|
)
|
$
|
(117,682
|
)
|
|
|
Gains (Losses) Reclassified from AOCI to the Consolidated Statements of Operations
|
||||||||
AOCI Components
|
Location
|
2014
|
2013
|
2012
|
||||||
Defined benefit plan and other postretirement liabilities
|
Cost of goods sold
|
$
|
6,237
|
|
$
|
3,264
|
|
$
|
4,670
|
|
|
Selling, general and administrative expenses
|
569
|
|
990
|
|
1,055
|
|
|||
|
Income tax expense
|
(1,811
|
)
|
(1,529
|
)
|
(1,527
|
)
|
|||
|
Net of tax
|
$
|
4,995
|
|
$
|
2,725
|
|
$
|
4,198
|
|
|
|
|
|
|
||||||
Equity in investee other comprehensive income
|
Cost of goods sold
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
|
Income tax expense
|
(419
|
)
|
(70
|
)
|
(70
|
)
|
|||
|
Net of tax
|
$
|
(419
|
)
|
$
|
(70
|
)
|
$
|
(70
|
)
|
|
|
|
|
|
||||||
Unrealized loss on financial instruments
|
Cost of goods sold
|
$
|
(185
|
)
|
$
|
(186
|
)
|
$
|
381
|
|
|
Income tax expense
|
34
|
|
34
|
|
32
|
|
|||
|
Net of tax
|
$
|
(151
|
)
|
$
|
(152
|
)
|
$
|
413
|
|
|
Pension
|
|
OPEB
|
||||||||||
|
2014
|
2013
|
|
2014
|
2013
|
||||||||
Change in benefit obligation:
|
|
|
|
|
|
||||||||
Benefit obligation at beginning of year
|
$
|
238,319
|
|
$
|
174,954
|
|
|
$
|
134,652
|
|
$
|
149,263
|
|
Service cost
|
5,605
|
|
4,735
|
|
|
1,591
|
|
2,527
|
|
||||
Interest cost
|
11,629
|
|
8,908
|
|
|
6,420
|
|
5,681
|
|
||||
Plan amendments
|
(5,308
|
)
|
—
|
|
|
—
|
|
—
|
|
||||
Medicare Part D
|
—
|
|
—
|
|
|
273
|
|
—
|
|
||||
Actuarial loss (gain)
|
32,772
|
|
(21,539
|
)
|
|
17,669
|
|
(24,170
|
)
|
||||
Acquisition
|
84,743
|
|
82,988
|
|
|
2,857
|
|
6,544
|
|
||||
Benefits paid
|
(11,895
|
)
|
(11,727
|
)
|
|
(4,681
|
)
|
(5,193
|
)
|
||||
Settlements
|
(19,573
|
)
|
—
|
|
|
—
|
|
—
|
|
||||
Benefit obligation at end of year
|
$
|
336,292
|
|
$
|
238,319
|
|
|
$
|
158,781
|
|
$
|
134,652
|
|
|
Pension
|
|
OPEB
|
||||||||||
|
2014
|
2013
|
|
2014
|
2013
|
||||||||
Change in plan assets:
|
|
|
|
|
|
||||||||
Fair value of plan assets at beginning of year
|
$
|
199,304
|
|
$
|
96,234
|
|
|
$
|
—
|
|
$
|
—
|
|
Actual return on plan assets
|
16,118
|
|
21,675
|
|
|
—
|
|
—
|
|
||||
Acquisition
|
115,982
|
|
81,992
|
|
|
—
|
|
—
|
|
||||
Employer contributions
|
5,584
|
|
11,130
|
|
|
4,681
|
|
5,193
|
|
||||
Benefits paid
|
(11,895
|
)
|
(11,727
|
)
|
|
(4,681
|
)
|
(5,193
|
)
|
||||
Settlements
|
(19,573
|
)
|
—
|
|
|
—
|
|
—
|
|
||||
Fair value of assets at end of year
|
$
|
305,520
|
|
$
|
199,304
|
|
|
$
|
—
|
|
$
|
—
|
|
|
Pension
|
|
OPEB
|
||||||||||
|
2014
|
2013
|
|
2014
|
2013
|
||||||||
Funded status of plans:
|
|
|
|
|
|
||||||||
Funded status
|
$
|
(30,772
|
)
|
$
|
(39,015
|
)
|
|
$
|
(158,781
|
)
|
$
|
(134,652
|
)
|
Amounts recognized in the Consolidated Balance Sheets:
|
|
|
|
|
|
|
|
|
|
||||
Non-current assets
|
$
|
30,842
|
|
$
|
2,547
|
|
|
$
|
—
|
|
$
|
—
|
|
Current liabilities
|
(1,744
|
)
|
(1,714
|
)
|
|
(6,118
|
)
|
(5,368
|
)
|
||||
Non-current liabilities
|
(59,870
|
)
|
(39,848
|
)
|
|
(152,663
|
)
|
(129,284
|
)
|
||||
Net amount recognized
|
$
|
(30,772
|
)
|
$
|
(39,015
|
)
|
|
$
|
(158,781
|
)
|
$
|
(134,652
|
)
|
Amounts recognized in accumulated other comprehensive loss (pre-tax):
|
|
|
|
|
|
|
|
||||||
Net loss
|
$
|
63,360
|
|
$
|
45,642
|
|
|
$
|
79,720
|
|
$
|
65,754
|
|
Prior service cost (benefit)
|
1,335
|
|
376
|
|
|
(15,751
|
)
|
(19,595
|
)
|
||||
|
$
|
64,695
|
|
$
|
46,018
|
|
|
$
|
63,969
|
|
$
|
46,159
|
|
|
Projected Benefit Obligation
|
|
Accumulated Benefit Obligation
|
|
Fair Value of Plan assets
|
|||||||||||||||
|
2014
|
2013
|
|
2014
|
2013
|
|
2014
|
2013
|
||||||||||||
Sebree hourly pension plan
|
$
|
90,320
|
|
$
|
80,369
|
|
|
$
|
90,320
|
|
$
|
80,369
|
|
|
$
|
84,432
|
|
$
|
82,916
|
|
CAWV hourly pension plan
|
61,989
|
|
66,866
|
|
|
61,989
|
|
66,852
|
|
|
55,273
|
|
64,905
|
|
||||||
Salaried pension plan
|
71,017
|
|
66,686
|
|
|
68,247
|
|
60,870
|
|
|
49,367
|
|
51,483
|
|
||||||
CASC pension plan
|
85,605
|
|
—
|
|
|
82,556
|
|
—
|
|
|
116,448
|
|
—
|
|
||||||
SERB plan
|
27,361
|
|
24,398
|
|
|
25,851
|
|
23,369
|
|
|
—
|
|
—
|
|
||||||
Total
|
$
|
336,292
|
|
$
|
238,319
|
|
|
$
|
328,963
|
|
$
|
231,460
|
|
|
$
|
305,520
|
|
$
|
199,304
|
|
|
Year Ended December 31,
|
||||||||||||||||||
|
Pension
|
|
OPEB
|
||||||||||||||||
|
2014
|
2013
|
2012
|
|
2014
|
2013
|
2012
|
||||||||||||
Service cost
|
$
|
5,605
|
|
$
|
4,735
|
|
$
|
2,802
|
|
|
$
|
1,591
|
|
$
|
2,527
|
|
$
|
1,790
|
|
Interest cost
|
11,629
|
|
8,908
|
|
6,871
|
|
|
6,420
|
|
5,681
|
|
5,512
|
|
||||||
Expected return on plan assets
|
(14,694
|
)
|
(10,592
|
)
|
(6,962
|
)
|
|
—
|
|
—
|
|
—
|
|
||||||
Amortization of prior service costs
|
77
|
|
113
|
|
137
|
|
|
(3,844
|
)
|
(3,995
|
)
|
(4,250
|
)
|
||||||
Amortization of net loss
|
1,907
|
|
3,152
|
|
3,642
|
|
|
3,704
|
|
5,022
|
|
6,195
|
|
||||||
Net periodic benefit cost
|
4,524
|
|
6,316
|
|
6,490
|
|
|
7,871
|
|
9,235
|
|
9,247
|
|
||||||
Settlements
|
4,701
|
|
—
|
|
—
|
|
|
—
|
|
—
|
|
—
|
|
||||||
Curtailment cost
|
263
|
|
(18
|
)
|
—
|
|
|
—
|
|
(20
|
)
|
—
|
|
||||||
Total net periodic benefit cost
|
$
|
9,488
|
|
$
|
6,298
|
|
$
|
6,490
|
|
|
$
|
7,871
|
|
$
|
9,215
|
|
$
|
9,247
|
|
|
Year Ended December 31,
|
||||||||||||
|
Pension
|
|
OPEB
|
||||||||||
|
2014
|
2013
|
|
2014
|
2013
|
||||||||
Net loss (gain)
|
$
|
24,326
|
|
$
|
(32,624
|
)
|
|
$
|
17,669
|
|
$
|
(24,171
|
)
|
Prior service cost (benefit)
|
1,299
|
|
—
|
|
|
—
|
|
—
|
|
||||
Amortization of net loss, including recognition due to settlement
|
(6,608
|
)
|
(3,152
|
)
|
|
(3,704
|
)
|
(5,022
|
)
|
||||
Amortization of prior service benefit (cost), including recognition due to curtailment
|
(340
|
)
|
(95
|
)
|
|
3,844
|
|
4,015
|
|
||||
Total amount recognized in other comprehensive loss
|
18,677
|
|
(35,871
|
)
|
|
17,809
|
|
(25,178
|
)
|
||||
Net periodic benefit cost
|
9,488
|
|
6,298
|
|
|
7,871
|
|
9,215
|
|
||||
Total recognized in net periodic benefit cost and other comprehensive loss
|
$
|
28,165
|
|
$
|
(29,573
|
)
|
|
$
|
25,680
|
|
$
|
(15,963
|
)
|
Amounts in accumulated other comprehensive loss expected to be recognized as components of net periodic benefit cost during 2015:
|
|||||||
|
Pension
|
|
OPEB
|
||||
Amortization of net loss
|
$
|
3,601
|
|
|
$
|
4,712
|
|
Amortization of prior service cost (benefit)
|
99
|
|
|
(3,845
|
)
|
(1)
|
The rate of compensation increase is 3% per year for first four years and 4% per year for year five and thereafter.
|
|
Pension
|
|
OPEB
|
||||||||||
|
2014
|
2013
|
2012
|
|
2014
|
2013
|
2012
|
||||||
Measurement date
|
12/31/2013
|
|
12/31/2012
|
|
12/31/2011
|
|
|
12/31/2013
|
|
12/31/2012
|
|
12/31/2011
|
|
Fiscal year end
|
12/31/2014
|
|
12/31/2013
|
|
12/31/2012
|
|
|
12/31/2014
|
|
12/31/2013
|
|
12/31/2012
|
|
Discount rate
|
4.89
|
%
|
4.00
|
%
|
4.25
|
%
|
|
4.99
|
%
|
4.01
|
%
|
3.83
|
%
|
Rate of compensation increase (1)
|
3%/4%
|
|
3%/4%
|
|
3%/4%
|
|
|
3%/4%
|
|
3%/4%
|
|
3%/4%
|
|
Expected return on plan assets
|
7.25
|
%
|
7.25
|
%
|
8.00
|
%
|
|
—
|
|
—
|
|
—
|
|
(1)
|
For 2014, the rate of compensation increase is 3% per year for first four years and 4% per year for year five and thereafter. 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.
|
|
1% Increase
|
|
1% Decrease
|
||||
Effect on total of service and interest cost
|
$
|
1,258
|
|
|
$
|
(1,019
|
)
|
Effect on accumulated postretirement benefit obligation
|
24,815
|
|
|
(20,140
|
)
|
|
2014
|
2013
|
2012
|
||||||
Company matching contribution to defined contribution (401(k)) plans
|
$
|
1,547
|
|
$
|
1,138
|
|
$
|
748
|
|
•
|
Provide a total return that, over the long term, provides sufficient assets to fund the pension plan liabilities subject to a level of risk, contributions and pension expense deemed appropriate by the company.
|
•
|
Minimize, where possible, pension expense volatility, and inclusion of liability driven investing as an investment strategy when appropriate. As the funding ratio improves, the objectives will evolve to minimize the funded status volatility.
|
•
|
Diversify investments within asset classes to reduce the impact of losses in single investments.
|
|
Pension Plan Asset Allocation
|
|||||
|
Policy Target
|
December 31, 2014
|
December 31, 2013
|
|||
Equities:
|
|
|
|
|||
U.S. equities
|
50
|
%
|
42
|
%
|
43
|
%
|
International equities
|
15
|
%
|
18
|
%
|
20
|
%
|
Fixed income
|
35
|
%
|
40
|
%
|
37
|
%
|
|
|
|
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, 2014
|
Level 1
|
Level 2
|
Level 3
|
Total
|
||||||||
Equities:
|
|
|
|
|
||||||||
U.S. equities
|
$
|
79,148
|
|
$
|
—
|
|
$
|
—
|
|
$
|
79,148
|
|
International equities
|
33,720
|
|
—
|
|
—
|
|
33,720
|
|
||||
Fixed income
|
76,204
|
|
—
|
|
—
|
|
76,204
|
|
||||
Plan receivable (1)
|
—
|
|
—
|
|
116,448
|
|
116,448
|
|
||||
Total
|
$
|
189,072
|
|
$
|
—
|
|
$
|
116,448
|
|
$
|
305,520
|
|
As of December 31, 2013
|
|
|
|
|
|
|
|
|
||||
Equities:
|
|
|
|
|
|
|
|
|
||||
U.S. equities
|
$
|
86,323
|
|
$
|
—
|
|
$
|
—
|
|
$
|
86,323
|
|
International equities
|
40,093
|
|
—
|
|
—
|
|
40,093
|
|
||||
Fixed income
|
72,888
|
|
—
|
|
—
|
|
72,888
|
|
||||
Total
|
$
|
199,304
|
|
$
|
—
|
|
$
|
—
|
|
$
|
199,304
|
|
(1)
|
Represents the receivable to the Century Aluminum of South Carolina defined benefit plan related to pension funding obligations under the Stock Purchase Agreement. Amount is subject to final approval by the parties which is expected in the second quarter of 2015.
|
•
|
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.
|
|
2015
|
||
Expected pension plan contributions
|
$
|
5,306
|
|
Expected OPEB benefits payments
|
6,118
|
|
|
Pension Benefits
|
|
OPEB Benefits
|
||||
2015
|
$
|
17,487
|
|
|
$
|
6,118
|
|
2016
|
17,965
|
|
|
6,605
|
|
||
2017
|
18,191
|
|
|
7,212
|
|
||
2018
|
19,958
|
|
|
7,691
|
|
||
2019
|
19,830
|
|
|
8,216
|
|
||
2020 – 2024
|
97,247
|
|
|
43,357
|
|
•
|
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 2014 (1)
|
Green
|
Pension Protection Act Zone Status 2013 (1)
|
Green
|
Subject to Financial Improvement/Rehabilitation Plan
|
No
|
Contributions of Century Aluminum 2014
|
$2,164
|
Contributions of Century Aluminum 2013
|
$2,171
|
Contributions of Century Aluminum 2012
|
$2,282
|
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
2014
and
2013
is for the plan's year-end December 31,
2013
and December 31,
2012
, 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.
|
Options
|
Number
|
Weighted Average Exercise Price
|
Weighted Average Remaining Contractual Term (years)
|
Aggregate Intrinsic Value
|
|||||
Outstanding at January 1, 2014
|
619,833
|
|
$
|
24.77
|
|
|
|
||
Exercised
|
(61,495
|
)
|
6.55
|
|
|
|
|||
Forfeited/expired
|
(14,167
|
)
|
23.76
|
|
|
|
|||
Outstanding, fully vested and exercisable at December 31, 2014 (1)
|
544,171
|
|
$
|
26.85
|
|
2.78
|
$
|
3,794
|
|
(1)
|
As the result of actions in 2011 that were determined to be a "change of control" under the Stock Incentive Plan, all 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, 2014
|
442,737
|
|
Granted
|
258,662
|
|
Vested
|
(200,965
|
)
|
Forfeited
|
(35,949
|
)
|
Outstanding at December 31, 2014
|
464,485
|
|
|
Year ended December 31,
|
||||||||
|
2014
|
2013
|
2012
|
||||||
Weighted average per share fair value of service-based share grants
|
$
|
15.31
|
|
$
|
8.19
|
|
$
|
8.14
|
|
Total intrinsic value of option exercises
|
1,011
|
|
13
|
|
—
|
|
|
Year ended December 31,
|
||||||||
|
2014
|
2013
|
2012
|
||||||
Share-based compensation expense reported:
|
|
|
|
||||||
Performance-based share expense
|
$
|
1,090
|
|
$
|
475
|
|
$
|
27
|
|
Service-based share expense
|
244
|
|
603
|
|
586
|
|
|||
Stock option expense
|
—
|
|
—
|
|
—
|
|
|||
Total share-based compensation expense before income tax
|
1,334
|
|
1,078
|
|
613
|
|
|||
Income tax
|
—
|
|
—
|
|
—
|
|
|||
Total share-based compensation expense, net of income tax
|
$
|
1,334
|
|
$
|
1,078
|
|
$
|
613
|
|
|
For the year ended December 31, 2014
|
|||||||
|
Net income
|
Shares (000)
|
Per-Share
|
|||||
Net income
|
$
|
112,494
|
|
|
|
|||
Amount allocated to common stockholders
|
91.81
|
%
|
|
|
||||
Basic EPS:
|
|
|
|
|
||||
Net income allocated to common stockholders
|
103,283
|
|
88,823
|
|
$
|
1.16
|
|
|
Effect of Dilutive Securities:
|
|
|
|
|
|
|
||
Share-based compensation plans
|
|
605
|
|
|
|
|||
Diluted EPS:
|
|
|
|
|
|
|
||
Net income allocated to common stockholders with assumed conversion
|
$
|
103,283
|
|
89,428
|
|
$
|
1.15
|
|
|
For the year ended December 31, 2013
|
|||||||
|
Net loss
|
Shares (000)
|
Per-Share
|
|||||
Net loss
|
$
|
(40,313
|
)
|
|
|
|
||
Amount allocated to common stockholders (1)
|
100.00
|
%
|
|
|
|
|||
Basic and Diluted EPS:
|
|
|
|
|
|
|||
Net loss allocated to common stockholders
|
$
|
(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 stockholders (1)
|
100.00
|
%
|
|
|
|
|||
Basic and Diluted EPS:
|
|
|
|
|
|
|||
Net loss allocated to common stockholders
|
$
|
(35,610
|
)
|
88,534
|
|
$
|
(0.40
|
)
|
(1)
|
We have not allocated net losses between common and preferred stockholders, as the holders of our preferred shares do not have a contractual obligation to share in the loss.
|
Securities excluded from the calculation of diluted EPS:
|
|
|
|
|||
|
2014
|
2013
|
2012
|
|||
Stock options (1)
|
320,553
|
|
619,833
|
|
626,334
|
|
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.
|
|
2014
|
2013
|
||||
Deferred tax assets:
|
|
|
||||
Accrued postretirement benefit cost
|
$
|
15,683
|
|
$
|
12,851
|
|
Accrued liabilities
|
4,494
|
|
2,355
|
|
||
Share-based compensation
|
7,350
|
|
5,327
|
|
||
Derivative and hedging contracts
|
58,687
|
|
116,550
|
|
||
Goodwill
|
10,521
|
|
12,421
|
|
||
Equity contra - other comprehensive loss
|
81,567
|
|
61,216
|
|
||
Dual consolidated losses and capital losses
|
7,509
|
|
14,512
|
|
||
Net operating losses and tax credits
|
646,158
|
|
637,721
|
|
||
Foreign basis differences
|
668
|
|
—
|
|
||
Other
|
1,239
|
|
1,533
|
|
||
Total deferred tax assets
|
833,876
|
|
864,486
|
|
||
Valuation allowance
|
(748,283
|
)
|
(765,023
|
)
|
||
Net deferred tax assets
|
$
|
85,593
|
|
$
|
99,463
|
|
Deferred tax liabilities:
|
|
|
|
|
||
Tax over financial statement depreciation
|
$
|
(142,627
|
)
|
$
|
(145,945
|
)
|
Pension
|
(14,222
|
)
|
(11,543
|
)
|
||
Unremitted foreign earnings
|
(30,308
|
)
|
(35,344
|
)
|
||
Foreign basis differences
|
—
|
|
(790
|
)
|
||
Total deferred tax liabilities
|
(187,157
|
)
|
(193,622
|
)
|
||
Net deferred tax liability
|
$
|
(101,564
|
)
|
$
|
(94,159
|
)
|
|
2014
|
2013
|
||||
Beginning balance, valuation allowance
|
$
|
765,023
|
|
$
|
656,352
|
|
Change in valuation allowance
|
(16,740
|
)
|
108,671
|
|
||
Ending balance, valuation allowance
|
$
|
748,283
|
|
$
|
765,023
|
|
|
2014
|
2013
|
||||
Federal (1)
|
$
|
1,306,482
|
|
$
|
1,287,118
|
|
State (2)
|
2,078,105
|
|
2,077,890
|
|
||
Foreign (3)
|
446,234
|
|
459,457
|
|
(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
.
|
|
2014
|
2013
|
2012
|
||||||
Balance as of January 1,
|
$
|
1,200
|
|
$
|
17,600
|
|
$
|
15,900
|
|
Additions based on tax positions related to the current year
|
1,100
|
|
700
|
|
2,700
|
|
|||
Decreases due to lapse of applicable statute of limitations
|
(300
|
)
|
(2,800
|
)
|
(800
|
)
|
|||
Settlements
|
—
|
|
(14,300
|
)
|
(200
|
)
|
|||
Balance as of December 31,
|
$
|
2,000
|
|
$
|
1,200
|
|
$
|
17,600
|
|
|
2014
|
2013
|
2012
|
||||||
Highly certain tax positions
|
$
|
1,900
|
|
$
|
1,100
|
|
$
|
16,900
|
|
Other unrecognized tax benefits
|
100
|
|
100
|
|
700
|
|
|||
Gross unrecognized tax benefits
|
$
|
2,000
|
|
$
|
1,200
|
|
$
|
17,600
|
|
Accrued interest and penalties related to unrecognized tax benefits
|
$
|
—
|
|
$
|
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 and product premiums, as applicable
|
(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
205,000
tonnes of aluminum under this agreement in 2015.
|
Contract
|
Customer
|
Volume
|
Term
|
Pricing
|
Glencore Toll Agreement
|
Glencore
|
90,000 tonnes per year ("tpy")
|
Through July 2016
|
Variable, based on LME and European Duty Paid premium
|
|
December 31, 2014
|
December 31, 2013
|
||
|
(in tonnes)
|
|||
Other forward delivery contracts – total
|
6,108
|
|
118,373
|
|
Other forward delivery contracts – Glencore
|
4,058
|
|
20,008
|
|
|
Year ended December 31,
|
|||||
|
2014
|
2013
|
||||
Beginning balance, ARO liability
|
$
|
27,113
|
|
$
|
16,124
|
|
Additional ARO liability incurred
|
2,548
|
|
1,730
|
|
||
ARO liabilities settled
|
(4,731
|
)
|
(2,580
|
)
|
||
Accretion expense
|
1,517
|
|
1,733
|
|
||
Additional ARO liability from Sebree acquisition
|
—
|
|
10,106
|
|
||
Additional ARO liability from Mt. Holly acquisition
|
10,503
|
|
—
|
|
||
Ending balance, ARO liability
|
$
|
36,950
|
|
$
|
27,113
|
|
|
Year Ended December 31,
|
||||||||
|
2014
|
2013
|
2012
|
||||||
Cash paid for:
|
|
|
|
|
|||||
Interest
|
$
|
19,066
|
|
$
|
20,539
|
|
$
|
20,212
|
|
Income/withholding taxes (1)
|
12,189
|
|
28,654
|
|
41,455
|
|
|||
Non-cash investing activities:
|
|
|
|
|
|
|
|||
Accrued capital costs
|
$
|
744
|
|
$
|
9,409
|
|
$
|
(683
|
)
|
(1)
|
We paid withholding taxes in Iceland
on intercompany dividends
of
$5,491
,
$18,067
and
$22,633
during the years ended December 31,
2014
,
2013
and 2011, respectively. Our tax payments in Iceland for withholding taxes, income taxes and any associated refunds are denominated in ISK.
|
|
Net sales
|
Gross profit (loss)
|
Net income (loss)
|
Net income (loss) allocated to common stockholders
|
Basic
earnings (loss) per share
|
Diluted earnings (loss) per share
|
||||||||||||
2014
|
|
|
|
|
|
|
||||||||||||
4th Quarter (1)
|
$
|
551,239
|
|
$
|
89,996
|
|
$
|
61,849
|
|
$
|
56,824
|
|
$
|
0.64
|
|
$
|
0.63
|
|
3rd Quarter (2)
|
500,632
|
|
75,714
|
|
50,405
|
|
46,277
|
|
0.52
|
|
0.52
|
|
||||||
2nd Quarter (3)
|
458,324
|
|
38,504
|
|
20,344
|
|
18,675
|
|
0.21
|
|
0.21
|
|
||||||
1st Quarter (4)
|
420,847
|
|
(1,758
|
)
|
(20,104
|
)
|
(20,104
|
)
|
(0.23
|
)
|
(0.23
|
)
|
||||||
2013
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
4th Quarter (5)
|
$
|
401,174
|
|
$
|
15,285
|
|
$
|
(9,675
|
)
|
$
|
(9,675
|
)
|
$
|
(0.11
|
)
|
$
|
(0.11
|
)
|
3rd Quarter (6)
|
399,928
|
|
12,354
|
|
(9,507
|
)
|
(9,507
|
)
|
(0.11
|
)
|
(0.11
|
)
|
||||||
2nd Quarter (7)
|
331,937
|
|
(5,698
|
)
|
(29,384
|
)
|
(29,384
|
)
|
(0.33
|
)
|
(0.33
|
)
|
||||||
1st Quarter (8)
|
321,274
|
|
17,582
|
|
8,253
|
|
7,567
|
|
0.09
|
|
0.09
|
|
(1)
|
The fourth quarter of
2014
net income included a benefit of
$7,943
for the gain on remeasurement of contingent consideration and a benefit of
$1,318
for gain on remeasurement of our equity investment in Mt. Holly. Results were negatively impacted by
$4,964
in non-cash, non-recurring pension charges and by
$2,616
related to the separation of former senior executives.
|
(2)
|
The third quarter of
2014
net income reflects higher aluminum prices and lower power prices in the Midwestern U.S.
|
(3)
|
The second quarter of
2014
net income reflects higher aluminum prices and lower power prices in the Midwestern U.S. Results were negatively impacted by a charge of
$500
for the finalization of a legal settlement.
|
(4)
|
The first quarter of
2014
cost of sales included a benefit of
$5,534
related to deferred power contract liability amortization. Results were negatively impacted by a
$3,100
charge for increased legal reserves.
|
(5)
|
The fourth quarter of
2013
cost of sales included a benefit of
$16,570
related to deferred power contract liability amortization. During the quarter, inventory that had previously been written down to its market basis was consumed into cost of goods sold and inventory at the end of the quarter was written down to its market basis. The net impact of these valuation adjustments on costs of goods sold was a credit of
$9,040
. The financial results also include an
$8,400
charge relating to the separation of our former CEO.
|
(6)
|
The third quarter of
2013
cost of sales included an
$11,720
benefit for deferred power contract liability amortization. During the quarter, inventory that had previously been written down to its market basis was consumed into cost of goods sold and inventory at the end of the quarter was written down to its market basis. The net impact of these valuation adjustments on costs of goods sold was a credit of
$5,762
.
|
(7)
|
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. During the quarter, inventory that had previously been written down to its market basis was consumed into cost of goods sold and inventory at the end of the quarter was written down to its market basis. The net impact of these valuation adjustments on costs of goods sold was a charge of
$10,211
.
|
(8)
|
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. The net effect of reporting inventory on a lower of cost or market basis was a charge to cost of goods sold of
$5,838
in the quarter.
|
Segment assets (1)
|
2014
|
2013
|
2012
|
||||||
Primary
|
$
|
1,971,900
|
|
$
|
1,770,749
|
|
$
|
1,730,321
|
|
Corporate, unallocated
|
42,135
|
|
39,447
|
|
46,005
|
|
|||
Total assets
|
$
|
2,014,035
|
|
$
|
1,810,196
|
|
$
|
1,776,326
|
|
(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.
|
|
2014
|
2013
|
2012
|
||||||
Net sales:
|
|
|
|
||||||
United States
|
$
|
1,370,570
|
|
$
|
1,022,081
|
|
$
|
821,976
|
|
Iceland
|
560,472
|
|
432,232
|
|
450,135
|
|
|||
Long-lived assets: (1)
|
|
|
|
|
|
|
|||
United States
|
$
|
487,536
|
|
$
|
392,424
|
|
$
|
368,897
|
|
Iceland
|
831,507
|
|
853,636
|
|
869,809
|
|
|||
Other
|
95,752
|
|
93,075
|
|
50,223
|
|
(1)
|
Includes long-lived assets other than financial instruments.
|
|
Year Ended December 31,
|
||||||||
|
2014
|
2013
|
2012
|
||||||
Net sales to Glencore
|
$
|
1,262,101
|
|
$
|
511,051
|
|
$
|
552,299
|
|
Purchases from Glencore
|
285,167
|
|
173,693
|
|
145,589
|
|
|||
Purchases from BHH
|
47,804
|
|
86,678
|
|
39,337
|
|
4.4
|
Supplemental Indenture No. 1 for Century Aluminum Company's 7.5% Senior Notes, dated as of July 27, 2005, among Century Aluminum Company, as issuer, Century Kentucky, LLC, as a guarantor, and Wilmington Trust Company, as trustee.
|
10-Q
|
000-27918
|
August 9, 2005
|
|
4.5
|
Supplemental Indenture No. 2 for Century Aluminum Company's 7.5% Senior Notes, dated as of December 29, 2006 among Century Aluminum Company, as Issuer, NSA General Partnership, as a Guarantor.
|
10-K
|
000-27918
|
March 16, 2006
|
|
4.6
|
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
|
|
4.7
|
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
|
|
4.8
|
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
|
|
4.9
|
Indenture for Century Aluminum Company's 7.5% 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
|
|
4.10
|
First Supplemental Indenture, dated December 18, 2014, for Century Aluminum Company's 7.5% Senior Secured Notes due 2021, by and among Century Aluminum Company, as issuer and Wilmington Trust, National Association, as trustee and Noteholder Collateral Agent.
|
|
|
|
X
|
4.11
|
Form of Note for the Indenture for Century Aluminum Company's 7.5% 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
|
|
10.1
|
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
|
|
10.2
|
First Amendment to Loan and Security Agreement, dated as of August 16, 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.
|
|
|
|
X
|
10.3
|
Second Amendment to Loan and Security Agreement, dated as of January 15, 2014, 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.
|
|
|
|
X
|
10.4
|
Third Amendment to Loan and Security Agreement, dated as of October 23, 2014, 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
|
October 24, 2014
|
|
10.5
|
Fourth Amendment to Loan and Security Agreement, dated as of December 1, 2014, 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.
|
|
|
|
X
|
10.6
|
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
|
|
10.7
|
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
|
|
10.8
|
Committed Revolving Credit Facility, dated November 27, 2013, between Nordural Grundartangi ehf, as borrower, and Landsbankinn hf.
|
10-K
|
001-34474
|
March 14, 2014
|
|
10.9
|
Amendment Agreement to General Bond, dated as of November 27, 2013, by and between Nordural Grundartangi ehf and Landsbankinn hf.
|
10-K
|
001-34474
|
March 14, 2014
|
|
10.10
|
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 Aluminum Company N.V. and N.V. Nationale Borg-Maatschappij.
|
8-K
|
001-34474
|
June 14, 2012
|
|
10.11
|
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
|
|
10.12
|
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
|
|
10.13
|
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
|
|
10.14
|
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
|
|
10.15
|
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
|
|
10.16
|
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
|
|
10.17
|
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
|
|
10.18
|
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
|
|
10.19
|
Termination of Employment and Severance Protection Agreements, dated June 27, 2014, by and between Century Aluminum Company and Michael Bless.*
|
8-K
|
001-34474
|
June 27, 2014
|
|
10.20
|
Offer Letter, dated April 24, 2014 and executed April 27, 2014, between Century Aluminum Company and Rick T. Dillon.*
|
8-K
|
001-34474
|
June 16, 2014
|
|
10.21
|
Century Aluminum Company Amended and Restated Executive Severance Plan, adopted June 23, 2014.*
|
|
|
|
|
10.22
|
Century Aluminum Company Amended and Restated Supplemental Retirement Income Benefit Plan.*
|
10-Q
|
000-27918
|
August 10, 2009
|
|
10.23
|
First Amendment of the Century Aluminum Company Amended and Restated Supplemental Retirement Income Benefit Plan.*
|
10-K
|
001-34474
|
March 16, 2010
|
|
10.24
|
Second Amendment of the Century Aluminum Company Amended and Restated Supplemental Retirement Income Benefit Plan, adopted June 23, 2014.*
|
8-K
|
001-34474
|
June 27, 2014
|
|
10.25
|
Century Aluminum Company Incentive Compensation Plan (Amended and Restated Effective January 1, 2008).*
|
|
|
|
X
|
10.26
|
Century Aluminum Company Amended and Restated 1996 Stock Incentive Plan.*
|
8-K
|
001-34474
|
March 25, 2013
|
|
10.27
|
Century Aluminum Company Amended and Restated Stock Incentive Plan, adopted June 23, 2014.*
|
8-K
|
001-34474
|
June 27, 2014
|
|
10.28
|
Century Aluminum Company Amended and Restated Long-Term Incentive Plan.*
|
8-K
|
001-34474
|
March 25, 2013
|
|
10.29
|
Century Aluminum Company Amended and Restated Long-Term Incentive Plan, adopted June 23, 2014.*
|
8-K
|
001-34474
|
June 27, 2014
|
|
10.30
|
Form of Time-Vesting Performance Share Unit Award Agreement for the January 1, 2012 to December 31, 2014 performance period and the January 1, 2013 to December 31, 2015 performance period.*
|
8-K
|
001-34474
|
March 25, 2013
|
|
10.31
|
Form of Time-Vesting Performance Share Unit Award Agreement for the January 1, 2014 to December 31, 2016 performance period.*
|
8-K
|
001-34474
|
June 27, 2014
|
|
10.32
|
Form of Performance Unit Award Agreement for the January 1, 2012 to December 31, 2014 performance period and the January 1, 2013 to December 31, 2015 performance period.*
|
8-K
|
001-34474
|
March 25, 2013
|
|
10.33
|
Form of Performance Unit Award Agreement for the January 1, 2014 to December 31, 2016 performance period.*
|
8-K
|
001-34474
|
June 27, 2014
|
|
10.34
|
Form of Stock Option Agreement - Employee.*
|
10-K
|
000-27918
|
March 16, 2006
|
|
10.35
|
Form of Amendment No. 1 to the Stock Option Agreement - Employee.*
|
10-Q
|
001-34474
|
August 9, 2011
|
|
10.36
|
Non-Employee Directors Stock Option Plan.*
|
S-1
|
33-95486
|
March 28, 1996
|
|
10.37
|
Form of Stock Option Agreement - Non-Employee Director.*
|
10-K
|
000-27918
|
March 16, 2006
|
|
10.38
|
Form of Independent Non-Employee Director Annual Retainer Fee Payment Time-Vesting Performance Share Unit Award Agreement.*
|
10-K
|
001-34474
|
March 16, 2010
|
|
10.39
|
Form of Independent Non-Employee Director Annual Equity-Grant Time-Vesting Performance Share Unit Award Agreement.*
|
10-K
|
001-34474
|
March 16, 2010
|
|
|
|
Century Aluminum Company
|
|
By:
|
/s/ MICHAEL A. BLESS
|
|
|
Michael A. Bless
|
|
|
President, Chief Executive Officer and Acting Chief Financial Officer
(Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer) |
|
Dated:
|
March 2, 2015
|
|
|
|
Signature
|
Title
|
Date
|
|
/s/ MICHAEL A. BLESS
|
|
President, Chief Executive Officer and Acting Chief Financial Officer
(Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer) |
March 2, 2015
|
Michael A. Bless
|
|||
*
|
|
Chairman
|
March 2, 2015
|
Terence Wilkinson
|
|||
*
|
|
Director
|
March 2, 2015
|
Jarl Berntzen
|
|||
*
|
|
Director
|
March 2, 2015
|
Andrew Caplan
|
|||
*
|
|
Director
|
March 2, 2015
|
Errol Glasser
|
|||
*
|
|
Director
|
March 2, 2015
|
Daniel Goldberg
|
|||
*
|
|
Director
|
March 2, 2015
|
Andrew Michelmore
|
|||
|
|
|
|
*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, 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
|
|
Year ended December 31, 2014
|
|
|
|
|
|
||||||||||
Allowance for doubtful trade accounts receivable
|
$
|
734
|
|
$
|
—
|
|
$
|
266
|
|
$
|
—
|
|
$
|
1,000
|
|
Deferred tax asset - valuation allowance
|
$
|
765,023
|
|
$
|
—
|
|
$
|
(16,740
|
)
|
$
|
—
|
|
$
|
748,283
|
|
By:
|
/s/ Jesse E. Gary
|
|
|
Name:
|
Jesse E. Gary
|
|
Title:
|
Executive Vice President,
|
|
|
General Counsel and Secretary
|
By:
|
/s/ Jesse E. Gary
|
|
|
Name:
|
Jesse E. Gary
|
|
Title:
|
President
|
By:
|
/s/ Jesse E. Gary
|
|
|
Name:
|
Jesse E. Gary
|
|
Title:
|
President
|
By:
|
/s/ Joshua C. Jones
|
|
|
Name:
|
Joshua C. Jones
|
|
Title:
|
Assistant Vice President
|
(b)
|
no Default or Event of Default exists; and
|
3.
|
Miscellaneous
.
|
BORROWERS:
CENTURY ALUMINUM COMPANY
|
||
By:
|
/s/ Michelle Harrison
|
|
|
Name:
|
Michelle Harrison
|
|
Title:
|
Senior
Vice President, Finance and Treasurer
|
Berkeley Aluminum, Inc.
|
||
By:
|
/s/ Michelle Harrison
|
|
|
Name:
|
Michelle Harrison
|
|
Title:
|
Vice President and Treasurer
|
Century Aluminum of West Virginia, Inc.
|
||
By:
|
/s/ Michelle Harrison
|
|
|
Name:
|
Michelle Harrison
|
|
Title:
|
Vice President and Treasurer
|
Century ALUMINUM OF Kentucky GENERAL PARTNERSHIP
By: Metalsco LLC, its Managing Partner
|
||
By:
|
/s/ Michelle Harrison
|
|
|
Name:
|
Michelle Harrison
|
|
Title:
|
Vice President and
Treasurer
|
NSA GENERAL PARTNERSHIP
By:CENTURY KENTUCKY, INC.,
its Managing Partner
|
||
By:
|
/s/ Michelle Harrison
|
|
|
Name:
|
Michelle Harrison
|
|
Title:
|
Vice President and Treasurer
|
CENTURY ALUMINUM SEBREE LLC
|
||
By:
|
/s/ Michelle Harrison
|
|
|
Name:
|
Michelle Harrison
|
|
Title:
|
Vice President and Treasurer
|
AGENT AND LENDERS:
WELLS FARGO CAPITAL FINANCE, LLC, as Agent, as Issuing Lender and as a Lender |
||
By:
|
/s/ Paras Shah
|
|
|
Name:
|
Paras Shah
|
|
Title:
|
Vice President
|
METALSCO, LLC,
a Georgia limited liability company
|
||
By:
|
/s/ Michelle Harrison
|
|
|
Name:
|
Michelle Harrison
|
|
Title:
|
Vice President and Treasurer
|
|
||
SKYLINER, LLC
,
a Delaware limited liability company
|
||
By:
|
/s/ Michelle Harrison
|
|
|
Name:
|
Michelle Harrison
|
|
Title:
|
Vice President and Treasurer
|
|
||
CENTURY KENTUCKY, INC.
,
a Delaware corporation
|
||
By:
|
/s/ Michelle Harrison
|
|
|
Name:
|
Michelle Harrison
|
|
Title:
|
Vice President and Treasurer
|
|
||
CENTURY MARKETER LLC
,
a Delaware limited liability company
|
||
By:
|
/s/ Michelle Harrison
|
|
|
Name:
|
Michelle Harrison
|
|
Title:
|
Vice President and Treasurer
|
|
BORROWERS:
CENTURY ALUMINUM COMPANY |
||
By:
|
/s/ Michelle Harrison
|
|
|
Name:
|
Michelle Harrison
|
|
Title:
|
Treasurer
|
BERKELEY ALUMINUM, INC.
|
||
By:
|
/s/ Michelle Harrison
|
|
|
Name:
|
Michelle Harrison
|
|
Title:
|
Treasurer
|
CENTURY ALUMINUM OF WEST VIRGINIA, INC.
|
||
By:
|
/s/ Michelle Harrison
|
|
|
Name:
|
Michelle Harrison
|
|
Title:
|
Treasurer
|
CENTURY ALUMINUM OF KENTUCKY GENERAL PARTNERSHIP
By: METALSCO LLC, its Managing Partner |
||
By:
|
/s/ Michelle Harrison
|
|
|
Name:
|
Michelle Harrison
|
|
Title:
|
Treasurer
|
NSA GENERAL PARTNERSHIP
By: CENTURY KENTUCKY, INC., its Managing Partner |
||
By:
|
/s/ Michelle Harrison
|
|
|
Name:
|
Michelle Harrison
|
|
Title:
|
Treasurer
|
CENTURY ALUMINUM SEBREE LLC
|
||
By:
|
/s/ Michelle Harrison
|
|
|
Name:
|
Michelle Harrison
|
|
Title:
|
Treasurer
|
AGENT AND LENDERS:
WELLS FARGO CAPITAL FINANCE, LLC, as Agent, as Issuing Lender and as a Lender |
||
By:
|
/s/ Paras Shah
|
|
|
Name:
|
Paras Shah
|
|
Title:
|
Vice President
|
METALSCO, LLC,
a Georgia limited liability company |
||
By:
|
/s/ Michelle Harrison
|
|
|
Name:
|
Michelle Harrison
|
|
Title:
|
Treasurer
|
|
||
SKYLINER, LLC
,
a Delaware limited liability company |
||
By:
|
/s/ Michelle Harrison
|
|
|
Name:
|
Michelle Harrison
|
|
Title:
|
Treasurer
|
|
||
CENTURY KENTUCKY, INC.
,
a Delaware corporation |
||
By:
|
/s/ Michelle Harrison
|
|
|
Name:
|
Michelle Harrison
|
|
Title:
|
Treasurer
|
|
||
CENTURY MARKETER LLC
,
a Delaware limited liability company |
||
By:
|
/s/ Michelle Harrison
|
|
|
Name:
|
Michelle Harrison
|
|
Title:
|
Treasurer
|
|
6.
|
Miscellaneous
.
|
BORROWERS:
CENTURY ALUMINUM COMPANY |
||
By:
|
/s/ Rick Dillon
|
|
|
Name:
|
Rick Dillon
|
|
Title:
|
EVP & CFO
|
CENTURY ALUMINUM OF SOUTH CAROLINA, INC. (f/k/a Berkely Aluminum, Inc.)
|
||
By:
|
/s/ Rick Dillon
|
|
|
Name:
|
Rick Dillon
|
|
Title:
|
Vice President
|
CENTURY ALUMINUM OF WEST VIRGINIA, INC.
|
||
By:
|
/s/ Rick Dillon
|
|
|
Name:
|
Rick Dillon
|
|
Title:
|
Vice President
|
CENTURY ALUMINUM OF KENTUCKY GENERAL PARTNERSHIP
By: METALSCO LLC, its Managing Partner |
||
By:
|
/s/ Rick Dillon
|
|
|
Name:
|
Rick Dillon
|
|
Title:
|
Vice President
|
NSA GENERAL PARTNERSHIP
By: CENTURY KENTUCKY, INC., its Managing Partner |
||
By:
|
/s/ Rick Dillon
|
|
|
Name:
|
Rick Dillon
|
|
Title:
|
Vice President
|
CENTURY ALUMINUM SEBREE LLC
|
||
By:
|
/s/ Rick Dillon
|
|
|
Name:
|
Rick Dillon
|
|
Title:
|
Vice President
|
AGENT AND LENDERS:
WELLS FARGO CAPITAL FINANCE, LLC, as Agent, as Issuing Lender and as a Lender |
||
By:
|
/s/ Peter Aziz
|
|
|
Name:
|
Peter Aziz
|
|
Title:
|
Vice President
|
CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH
, as a Lender
|
||
By:
|
/s/ Alain Daoust
|
|
|
Name:
|
Alain Daoust
|
|
Title:
|
Director
|
|
|
|
|
|
|
By:
|
/s/ Remy Riester
|
|
|
Name:
|
Remy Riester
|
|
Title:
|
Authorized Signatory
|
BNP PARIBAS
, as a Lender
|
||
By:
|
/s/ Fabienne Moimaux
|
|
|
Name:
|
Fabienne Moimaux
|
|
Title:
|
Metals & Mining EMEA
|
|
|
|
|
|
|
By:
|
/s/ Grégoire LeForestier
|
|
|
Name:
|
Grégoire LeForestier
|
|
Title:
|
Director of Metals & Mining
|
MORGAN STANLEY
SENIOR FUNDING, INC.
,
as a Lender |
||
By:
|
/s/ Dmitriy Barskiy
|
|
|
Name:
|
Dmitriy Barskiy
|
|
Title:
|
Vice President
|
METALSCO, LLC,
a Georgia limited liability company |
||
By:
|
/s/ Rick Dillon
|
|
|
Name:
|
Rick Dillon
|
|
Title:
|
Vice President
|
|
||
SKYLINER, LLC
,
a Delaware limited liability company |
||
By:
|
/s/ Rick Dillon
|
|
|
Name:
|
Rick Dillon
|
|
Title:
|
Vice President
|
|
||
CENTURY KENTUCKY, INC.
,
a Delaware corporation |
||
By:
|
/s/ Rick Dillon
|
|
|
Name:
|
Rick Dillon
|
|
Title:
|
Vice President
|
|
||
CENTURY MARKETER LLC
,
a Delaware limited liability company |
||
By:
|
/s/ Rick Dillon
|
|
|
Name:
|
Rick Dillon
|
|
Title:
|
Vice President
|
|
1.
|
NAME
|
2.
|
PURPOSE
|
3.
|
DEFINITIONS
|
4.
|
APPROVAL OF AWARD TERMS
|
A.
|
The list of Participants eligible to participate in the AIP for the given Plan Year;
|
B.
|
The Target Award (defined as a percentage of salary) for each of such Participants;
|
C.
|
Performance measures to be used for the given Plan Year, which shall consist of:
|
(i)
|
Operating measures (comprised of operating income, conversion cost, safety performance and such other parameters as may be determined by the Committee based on recommendations from, and in consultation with, the Chief Executive Officer);
|
(ii)
|
Strategic performance measures;
|
(iii)
|
Individual performance measures; and
|
(iv)
|
Such other performance measures as may be determined by the Committee in its discretion, based on recommendations from, and in
|
D.
|
Weighting of performance measures used in the AIP for the given Plan Year, as set forth in Annex A, as the same may from time to time be amended by the Committee in its discretion, based on recommendations from, and in consultation with, the Chief Executive Officer, and also the Committee’s independent analysis; and
|
E.
|
The following additional elements:
|
(i)
|
With respect to performance measures that warrant numerical goals, the Committee shall approve goals and associated payments at each of threshold, target and outstanding levels;
|
(ii)
|
With respect to strategic performance measures, high level goals will be described by the Committee qualitatively and associated payments will be established for achievement of threshold, target and outstanding levels;
|
(iii)
|
With respect to individual performance measures, high level goals will be described by the Committee qualitatively and associated payments will be established for achievement of threshold, target and outstanding levels; and
|
(iv)
|
With respect to any other performance measures that may be established by the Committee, associated goals and payment levels shall be set in the manner determined by the Committee.
|
5.
|
DETERMINATION AND PAYMENT OF AWARDS TO PARTICIPANTS
|
A.
|
Participant Awards in connection with a Plan Year shall be the sum of the payments earned with respect to the achievement of goals for each performance measure established for that Plan Year by the Committee under Section 4.
|
B.
|
In the first quarter of the year following the subject Plan Year, the Committee shall, based on the recommendations of, and in consultation with, the Chief Executive Officer, determine for that Plan Year, Company performance against the pre-determined operating goals. The Committee shall also, based upon the recommendations of, and in consultation with, the Chief Executive Officer, as well as the Committee’s independent analysis, subjectively assess the Company’s achievement of strategic goals and each Participant’s achievement of individual goals for that Plan Year.
|
C.
|
With respect to a Plan Year, the Committee shall have the discretion to determine, based upon the recommendations of, and in consultation with,
|
D.
|
A pro-rated portion of a Participant Award shall be paid to a Participant whose employment by the Company or a Subsidiary is terminated prior to the end of a Plan Year due to death, Disability, Retirement, Termination Other than for Cause, or other reason approved by the Committee. The pro-rated portion payable to such Participant shall be determined by multiplying his or her Participant Award by a fraction, the numerator of which is the number of weeks of his or her full employment by the Company or a Subsidiary during such Plan Year and the denominator of which is 52. Payment of a pro-rated Participant Award will be made when Participant Awards are otherwise paid under the AIP.
|
E.
|
If a Participant’s employment with the Company or a Subsidiary has been terminated prior to the last business day of a Plan Year, other than by death, Disability, Retirement, Termination Other than for Cause, or other reason approved by the Committee, no Participant Award shall be payable to such Participant with respect to that Plan Year.
|
F.
|
Participant Awards shall be paid to Participants in cash. In the event of the death of a Participant prior to the payment of a Participant Award, payment shall be made to his or her beneficiary, or if no beneficiary has been designated or if a beneficiary who has been designated dies prior to the receipt of payment, the Participant Award shall be paid to the personal representative of the Participant. Each Participant Award shall be paid during the calendar year that begins immediately following the end of the Plan Year for which such Participant Award is made. Notwithstanding the foregoing provision as to payment of Awards in cash, the Committee shall have the discretion to pay a Participant Award in shares of Common Stock of the Company pursuant and subject to all of the terms and provisions of the Company’s Amended and Restated 1996 Stock Incentive Plan if the Committee determines it is prudent to do so, given Company cash constraints or other relevant circumstances.
|
6.
|
PARTICIPATION
|
7.
|
TERM
|
8.
|
ADMINISTRATION
|
A.
|
The Committee has full power and authority to amend, modify, terminate, construe, interpret and administer the AIP. Any interpretation of the AIP by the Committee or any action or decision by the Committee administering the AIP shall be final and binding on all Participants.
|
B.
|
In carrying out its duties hereunder the Committee may in its discretion (1) appoint such committees comprised of some or all of the members of the Committee, with such powers as the Committee shall in each case determine, (2) authorize one or more members of the Committee or any agent to execute or deliver any instrument or instruments in behalf of the Committee, and (3) employ such counsel, agents and other services as the Committee may require.
|
C.
|
Pursuant to the direction of the Chief Executive Officer, the Company shall follow such procedures as the Chief Executive Officer or the Chief Executive Officer’s designees deem necessary and appropriate to implement the provisions of the AIP.
|
9.
|
WITHHOLDING
|
10.
|
RECOUPMENT
|
11.
|
EMPLOYEE RIGHTS
|
12.
|
CHIEF EXECUTIVE OFFICER
|
13.
|
SECTION 409A
|
14.
|
GOVERNING LAW AND VALIDITY
|
/s/ John P. O’Brien
|
John P. O’Brien
|
Chairman of the Board
|
Company Name
|
State or Other Jurisdiction of Incorporation or Organization
|
Name Under Business is Conducted
|
Century Aluminum of West Virginia, Inc.
|
Delaware
|
Century Aluminum of West Virginia, Inc.
|
Century Aluminum of South Carolina, Inc.
|
Delaware
|
Century Aluminum of South Carolina, 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.
|
Mt. Holly Commerce Park, LLC
|
South Carolina
|
Mt. Holly Commerce Park, LLC
|
/s/ Terence Wilkinson
|
Name: Terence Wilkinson
|
Director
|
Century Aluminum Company
|
/s/ Jarl Berntzen
|
Name: Jarl Berntzen
|
Director
|
Century Aluminum Company
|
/s/ Andrew Caplan
|
Name: Andrew Caplan
|
Director
|
Century Aluminum Company
|
/s/ Errol Glasser
|
Name: Errol Glasser
|
Director
|
Century Aluminum Company
|
/s/ Daniel Goldberg
|
Name: Daniel Goldberg
|
Director
|
Century Aluminum Company
|
/s/ Andrew Michelmore
|
Name: Andrew Michelmore
|
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 2, 2015
|
|
|
|
/s/ MICHAEL A. BLESS
|
|
|
Name: Michael A. Bless
|
|
|
Title: President, Chief Executive Officer and Acting Chief Financial 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, Chief Executive Officer and Acting Chief Financial Officer
(Principal Executive Officer and Principal Financial Officer) |
|
Date:
|
March 2, 2015
|
|