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)
|
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
|
|
(NASDAQ Global Select Market)
|
Large Accelerated Filer
|
o
|
Accelerated Filer
|
x
|
Non-Accelerated Filer
(Do not check if a smaller reporting company)
|
¨
|
Smaller Reporting Company
|
¨
|
TABLE OF CONTENTS
|
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;
|
•
|
Future impairment charges or restructuring costs;
|
•
|
Our business objectives, strategies and initiatives, including our ability to achieve expected production levels, productivity improvements or cost reductions, and our competitive position and prospects;
|
•
|
Our plans and expectations with respect to the disposal of our Ravenswood, West Virginia smelter, and the future operation or potential curtailment of our other U.S. assets, including our Hawesville, Mt. Holly and Sebree smelters;
|
•
|
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;
|
•
|
Negotiations with labor unions representing our employees;
|
•
|
Our ability to successfully produce value-added products at our smelters;
|
•
|
Future construction investment and development, including the Helguvik project 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;
|
•
|
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
|
312,000
|
100%
|
Hawesville
|
Hawesville, Kentucky, USA
|
1970
|
252,000
|
100%
|
Sebree
|
Robards, Kentucky, USA
|
1973
|
218,000
|
100%
|
Mt. Holly (3)
|
Goose Creek, South Carolina, USA
|
1980
|
231,000
|
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, 2015
.
|
(2)
|
Grundartangi is currently in the process of a multi-year expansion project that has brought the annual capacity from 280,000 tonnes to current capacity of 312,000 tonnes (2015 volume) and is expected to ultimately increase annual production capacity to approximately 325,000 tonnes.
|
(3)
|
In December 2014, we acquired the remaining 50.3% ownership stake in the Mt. Holly facility and now own 100% of the facility.
|
Facility
|
Location
|
Type
|
Annual Production Capacity (tpy) (1)
|
Ownership Percentage
|
Vlissingen
|
Vlissingen, the Netherlands
|
Carbon anodes
|
145,000
|
100%
|
BHH
|
Guangxi Zhuang, China
|
Carbon anode, cathode and graphitized products
|
180,000 anode; 20,000 cathode/graphitized products
|
40%
|
|
●
|
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 475,000 tpy
|
Through December 31, 2016
|
Variable, LME-based
|
(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 and 2016, we 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, 2018
|
Variable rate based in part on a fixed price, with fuel cost adjustment clause and in part on natural gas prices
|
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
|
Facility
|
Organization
|
Term
|
Grundartangi
|
Icelandic labor unions
|
Through December 31, 2019
|
Hawesville
|
USW
|
Through April 1, 2020
|
Sebree
|
USW
|
Through October 28, 2019
|
Vlissingen (1)
|
FME
|
Through May 1, 2015
|
•
|
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; 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.
|
|
2015
|
2014
|
||||||||||
|
High sales price
|
|
Low sales price
|
|
High sales price
|
|
Low sales price
|
|
||||
First quarter
|
$
|
26.97
|
|
$
|
12.87
|
|
$
|
13.37
|
|
$
|
9.67
|
|
Second quarter
|
14.98
|
|
10.13
|
|
15.94
|
|
12.63
|
|
||||
Third quarter
|
10.59
|
|
4.07
|
|
29.54
|
|
15.77
|
|
||||
Fourth quarter
|
7.21
|
|
3.19
|
|
31.75
|
|
20.79
|
|
As of December 31,
|
2010
|
|
2011
|
|
2012
|
|
2013
|
|
2014
|
|
2015
|
||||||||||||
Century Aluminum Company
|
$
|
100
|
|
|
$
|
55
|
|
|
$
|
56
|
|
|
$
|
67
|
|
|
$
|
157
|
|
|
$
|
28
|
|
Morningstar Aluminum Index
|
100
|
|
|
53
|
|
|
55
|
|
|
57
|
|
|
79
|
|
|
49
|
|
||||||
S&P 500 Index
|
100
|
|
|
102
|
|
|
118
|
|
|
157
|
|
|
178
|
|
|
181
|
|
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
|
—
|
|
$
|
—
|
|
—
|
|
$
|
43,724,116
|
|
November 1 through November 30
|
—
|
|
—
|
|
—
|
|
43,724,116
|
|
||
December 1 through December 31
|
—
|
|
—
|
|
—
|
|
43,724,116
|
|
||
Total for quarter ended December 31, 2015
|
—
|
|
$
|
—
|
|
—
|
|
$
|
43,724,116
|
|
(1)
|
In 2011, our Board of Directors authorized a $60 million stock repurchase program and during the first quarter of 2015, our Board of Directors increased the size of the program by
$70 million
. Under the program, Century is authorized to repurchase up to $130 million of our outstanding shares of common stock, from time to time, on the open market at prevailing market prices, in block trades or otherwise. The timing and amount of any shares repurchased will be determined by our management based on its evaluation of market conditions, the trading price of our common stock and other factors. The stock repurchase program may be suspended or discontinued at any time.
|
•
|
the acquisition of 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; and
|
•
|
the partial curtailment of Hawesville in the fourth quarter of 2015.
|
|
Year Ended December 31,
|
||||||||||||||
|
2015 (1)
|
2014 (2)
|
2013 (3)
|
2012 (4)
|
2011 (5)
|
||||||||||
|
(dollars in thousands, except per share amounts)
|
||||||||||||||
Net sales
|
$
|
1,949,857
|
|
$
|
1,931,042
|
|
$
|
1,454,313
|
|
$
|
1,272,111
|
|
$
|
1,356,424
|
|
Gross profit
|
41,313
|
|
201,799
|
|
39,523
|
|
46,342
|
|
89,522
|
|
|||||
Operating income (loss)
|
(39,088
|
)
|
140,123
|
|
(36,556
|
)
|
(7,274
|
)
|
47,296
|
|
|||||
Net income (loss)
|
(59,310
|
)
|
126,474
|
|
(40,313
|
)
|
(35,610
|
)
|
11,325
|
|
|||||
Earnings (loss) per share:
|
|
|
|
|
|
|
|
|
|
||||||
Basic
|
$
|
(0.68
|
)
|
$
|
1.31
|
|
$
|
(0.45
|
)
|
$
|
(0.40
|
)
|
$
|
0.11
|
|
Diluted
|
(0.68
|
)
|
1.30
|
|
(0.45
|
)
|
(0.40
|
)
|
0.11
|
|
|||||
|
|
|
|
|
|
||||||||||
Dividends per common share
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
Total assets
|
1,752,468
|
|
2,025,058
|
|
1,810,196
|
|
1,776,326
|
|
1,811,094
|
|
|||||
Total debt (6)
|
255,093
|
|
254,703
|
|
262,946
|
|
273,766
|
|
271,285
|
|
|||||
Long-term debt obligations (7)
|
247,278
|
|
246,888
|
|
246,528
|
|
265,951
|
|
263,470
|
|
|
Year Ended December 31,
|
||||||||||||||
|
2015 (1)
|
2014 (2)
|
2013 (3)
|
2012 (4)
|
2011 (5)
|
||||||||||
|
(in dollars)
|
||||||||||||||
Other information:
|
|
|
|
|
|
|
|
|
|
||||||
Shipments – Primary aluminum:
|
|
|
|
|
|
|
|
|
|
||||||
Direct shipments (tonnes)
|
823,751
|
|
728,377
|
|
485,690
|
|
377,314
|
|
334,889
|
|
|||||
Toll shipments (tonnes)
|
98,207
|
|
138,748
|
|
278,908
|
|
269,215
|
|
267,253
|
|
|||||
|
|
|
|
|
|
||||||||||
Average realized price per tonne:
|
|
|
|
|
|
|
|
|
|
|
|||||
Direct shipments
|
$
|
2,169
|
|
$
|
2,333
|
|
$
|
2,154
|
|
$
|
2,265
|
|
$
|
2,577
|
|
Toll shipments
|
$
|
1,374
|
|
$
|
1,554
|
|
$
|
1,448
|
|
$
|
1,544
|
|
$
|
1,839
|
|
Average LME price:
|
|
|
|
|
|
|
|
|
|
|
|||||
Per tonne
|
$
|
1,663
|
|
$
|
1,867
|
|
$
|
1,846
|
|
$
|
2,020
|
|
$
|
2,398
|
|
Average Midwest premium:
|
|
|
|
|
|
|
|
|
|
|
|||||
Per tonne
|
$
|
279
|
|
$
|
450
|
|
$
|
244
|
|
$
|
218
|
|
$
|
169
|
|
Average European Duty Paid premium:
|
|
|
|
|
|
|
|
|
|
|
|||||
Per tonne
|
$
|
236
|
|
$
|
424
|
|
$
|
272
|
|
$
|
241
|
|
$
|
193
|
|
(1)
|
2015 Net loss includes the favorable impact of $12.6 million related to purchase accounting for the Mt. Holly acquisition and $3.4 million related to non-cash, non-recurring post-retirement benefits. Results were negatively impacted by a $31.2 million charge related to the permanent closure of Ravenswood, $13.1 million in costs related to the labor disruption at Hawesville, $7.6 million due to partial curtailments of operations at Hawesville and Mt. Holly, $11.6 million related to the impairment at BHH, $1.6 million for signing bonuses related to a new labor agreement in Iceland, $1.0 million related to the separation of a former senior executive and a $7.5 million lower of cost or market inventory adjustment.
|
(2)
|
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 $16.0 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.
|
(3)
|
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.
|
(4)
|
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.
|
(5)
|
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.
|
(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 London Metal Exchange (the "LME"), or other exchanges, 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)
|
|||||||||||||||||||
2015
|
607,715
|
|
|
$
|
1,345.9
|
|
|
216,036
|
|
|
$
|
441.2
|
|
|
98,207
|
|
|
$
|
135.0
|
|
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
|
|
|
2015
|
2014
|
2013
|
||||||
|
(dollars in thousands)
|
||||||||
Net cash provided by operating activities
|
$
|
31,866
|
|
$
|
207,680
|
|
$
|
19,718
|
|
Net cash used in investing activities
|
(43,363
|
)
|
(120,326
|
)
|
(117,174
|
)
|
|||
Net cash used in financing activities
|
(36,352
|
)
|
(8,200
|
)
|
(2,432
|
)
|
|||
Change in cash and cash equivalents
|
$
|
(47,849
|
)
|
$
|
79,154
|
|
$
|
(99,888
|
)
|
|
2015
|
2014
|
2013
|
||||||
|
(dollars in thousands)
|
||||||||
Net income (loss)
|
$
|
(59,310
|
)
|
$
|
126,474
|
|
$
|
(40,313
|
)
|
Interest expense
|
21,954
|
|
22,015
|
|
23,091
|
|
|||
Interest income
|
(339
|
)
|
(301
|
)
|
(728
|
)
|
|||
Net gain on forward & delivery contracts
|
(1,600
|
)
|
(179
|
)
|
(16,598
|
)
|
|||
Gain on bargain purchase
|
—
|
|
—
|
|
(5,253
|
)
|
|||
Unrealized gain on fair value of contingent consideration
|
(18,337
|
)
|
(7,943
|
)
|
—
|
|
|||
Gain on remeasurement of equity investment
|
—
|
|
(15,955
|
)
|
—
|
|
|||
Loss on early extinguishment of debt
|
—
|
|
—
|
|
3,272
|
|
|||
Other income (expense) - net
|
356
|
|
(991
|
)
|
(496
|
)
|
|||
Income tax expense
|
9,276
|
|
18,308
|
|
3,131
|
|
|||
BHH impairment
|
11,584
|
|
—
|
|
—
|
|
|||
Equity in earnings of joint ventures
|
(2,672
|
)
|
(1,305
|
)
|
(2,662
|
)
|
|||
Operating income (loss)
|
$
|
(39,088
|
)
|
$
|
140,123
|
|
$
|
(36,556
|
)
|
Depreciation
|
80,117
|
|
70,827
|
|
66,570
|
|
|||
Ravenswood closure
|
31,215
|
|
—
|
|
—
|
|
|||
Hawesville labor disruption
|
13,113
|
|
—
|
|
—
|
|
|||
Operations partial curtailment
|
7,600
|
|
—
|
|
—
|
|
|||
Lower of cost or market inventory
|
7,539
|
|
(1,247
|
)
|
1,247
|
|
|||
Sebree power contract amortization
|
—
|
|
(5,534
|
)
|
(31,031
|
)
|
|||
Post-retirement curtailments gain
|
(3,400
|
)
|
—
|
|
—
|
|
|||
Litigation items
|
—
|
|
3,600
|
|
(2,225
|
)
|
|||
Corporate relocation
|
—
|
|
—
|
|
5,777
|
|
|||
Non-cash, non-recurring pension charges
|
—
|
|
4,964
|
|
—
|
|
|||
Signing bonus - new Iceland labor agreement
|
1,600
|
|
—
|
|
—
|
|
|||
Separation of former senior executives
|
1,000
|
|
2,590
|
|
8,394
|
|
|||
Adjusted EBITDA
|
$
|
99,696
|
|
$
|
215,323
|
|
$
|
12,176
|
|
Weighted Average Discount Rate Assumption for:
|
2015
|
2014
|
|
|
|
Pension plans
|
4.44%
|
4.05%
|
OPEB
|
4.50%
|
4.00%
|
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
|
$
|
(17.7
|
)
|
$
|
19.7
|
|
OPEB plans
|
(7.9
|
)
|
8.7
|
|
|
1% Increase
|
1% Decrease
|
||||
|
(dollars in millions)
|
|||||
Effect on total of service and interest cost components
|
$
|
1.4
|
|
$
|
(1.1
|
)
|
Effect on accumulated postretirement benefit obligation
|
18.2
|
|
(15.1
|
)
|
|
Payments Due by Period
|
||||||||||||||||||||
|
Total
|
2016
|
2017
|
2018
|
2019
|
2020
|
Thereafter
|
||||||||||||||
|
(dollars in millions)
|
||||||||||||||||||||
Long-term debt (1)
|
$
|
258
|
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
$
|
258
|
|
Estimated interest payments (2)
|
104
|
|
19
|
|
19
|
|
19
|
|
19
|
|
19
|
|
9
|
|
|||||||
Purchase obligations (3)
|
1,149
|
|
355
|
|
73
|
|
76
|
|
75
|
|
58
|
|
512
|
|
|||||||
OPEB obligations (4)
|
276
|
|
7
|
|
7
|
|
7
|
|
8
|
|
8
|
|
239
|
|
|||||||
Other liabilities (5)
|
83
|
|
9
|
|
9
|
|
9
|
|
9
|
|
9
|
|
38
|
|
|||||||
Total
|
$
|
1,870
|
|
$
|
390
|
|
$
|
108
|
|
$
|
111
|
|
$
|
111
|
|
$
|
94
|
|
$
|
1,056
|
|
(1)
|
Long-term debt includes principal repayments on the 7.5% Notes due 2021 and the IRB. 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, 2015
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. See "Liquidity and Capital Resources - Contingent Commitments".
|
(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, 2015
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, 2015
.
|
(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 primarily estimated disposal costs for the potliner currently in service.
|
|
Page
|
|
|
Reports of Independent Registered Public Accounting Firm
|
|
Consolidated Statements of Operations for the Years Ended December 31, 2015, 2014 and 2013
|
|
Consolidated Statements of Comprehensive Income (Loss) for the Years Ended December 31, 2015, 2014 and 2013
|
|
Consolidated Balance Sheets at December 31, 2015 and 2014
|
|
Consolidated Statements of Shareholders’ Equity for the Years Ended December 31, 2015, 2014 and 2013
|
|
Consolidated Statements of Cash Flows for the Years Ended December 31, 2015, 2014 and 2013
|
|
Notes to the Consolidated Financial Statements
|
CENTURY ALUMINUM COMPANY
|
|||||||||
CONSOLIDATED STATEMENTS OF OPERATIONS
|
|||||||||
(in thousands, except per share amounts)
|
|||||||||
|
Year Ended December 31,
|
||||||||
|
2015
|
2014
|
2013
|
||||||
NET SALES:
|
|
|
|
|
|||||
Related parties
|
$
|
1,867,711
|
|
$
|
1,262,101
|
|
$
|
511,051
|
|
Third-party customers
|
82,146
|
|
668,941
|
|
943,262
|
|
|||
|
1,949,857
|
|
1,931,042
|
|
1,454,313
|
|
|||
Cost of goods sold
|
1,908,544
|
|
1,729,243
|
|
1,414,790
|
|
|||
Gross profit
|
41,313
|
|
201,799
|
|
39,523
|
|
|||
Selling, general and administrative expenses
|
42,115
|
|
49,195
|
|
67,477
|
|
|||
Ravenswood impairment
|
30,850
|
|
—
|
|
—
|
|
|||
Other operating expense – net
|
7,436
|
|
12,481
|
|
8,602
|
|
|||
Operating income (loss)
|
(39,088
|
)
|
140,123
|
|
(36,556
|
)
|
|||
Interest expense
|
(21,954
|
)
|
(22,015
|
)
|
(23,091
|
)
|
|||
Interest income
|
339
|
|
301
|
|
728
|
|
|||
Net gain on forward and derivative contracts
|
1,600
|
|
179
|
|
16,598
|
|
|||
Gain on bargain purchase
|
—
|
|
—
|
|
5,253
|
|
|||
Unrealized gain on fair value of contingent consideration
|
18,337
|
|
7,943
|
|
—
|
|
|||
Gain on remeasurement of equity investment
|
—
|
|
15,955
|
|
—
|
|
|||
Loss on early extinguishment of debt
|
—
|
|
—
|
|
(3,272
|
)
|
|||
Other income (expense) – net
|
(356
|
)
|
991
|
|
496
|
|
|||
Income (loss) before income taxes and equity in earnings of joint ventures
|
(41,122
|
)
|
143,477
|
|
(39,844
|
)
|
|||
Income tax expense
|
(9,276
|
)
|
(18,308
|
)
|
(3,131
|
)
|
|||
Income (loss) before equity in earnings of joint ventures
|
(50,398
|
)
|
125,169
|
|
(42,975
|
)
|
|||
BHH impairment
|
(11,584
|
)
|
—
|
|
—
|
|
|||
Equity in earnings of joint ventures
|
2,672
|
|
1,305
|
|
2,662
|
|
|||
Net income (loss)
|
$
|
(59,310
|
)
|
$
|
126,474
|
|
$
|
(40,313
|
)
|
EARNINGS (LOSS) PER COMMON SHARE:
|
|
|
|
|
|
|
|||
Basic
|
$
|
(0.68
|
)
|
$
|
1.31
|
|
$
|
(0.45
|
)
|
Diluted
|
(0.68
|
)
|
1.30
|
|
(0.45
|
)
|
CENTURY ALUMINUM COMPANY
|
|||||||||
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)
|
|||||||||
(in thousands)
|
|||||||||
|
Year Ended December 31,
|
||||||||
|
2015
|
2014
|
2013
|
||||||
Comprehensive income (loss):
|
|
|
|
||||||
Net income (loss)
|
$
|
(59,310
|
)
|
$
|
126,474
|
|
$
|
(40,313
|
)
|
Other comprehensive income (loss) before income tax effect:
|
|
|
|
||||||
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
|
5,553
|
|
(41,995
|
)
|
56,795
|
|
|||
Prior service benefit (cost) arising during the period
|
1,758
|
|
(1,299
|
)
|
—
|
|
|||
Amortization of prior service benefit during the period
|
(8,351
|
)
|
(3,504
|
)
|
(3,920
|
)
|
|||
Amortization of actuarial net loss during the period
|
7,794
|
|
10,312
|
|
8,174
|
|
|||
Change in equity in investee other comprehensive income
|
—
|
|
—
|
|
61
|
|
|||
Other comprehensive income (loss) before income tax effect
|
6,568
|
|
(36,672
|
)
|
60,924
|
|
|||
Income tax effect
|
(1,536
|
)
|
(1,829
|
)
|
(1,564
|
)
|
|||
Other comprehensive income (loss)
|
5,032
|
|
(38,501
|
)
|
59,360
|
|
|||
Total comprehensive income (loss)
|
$
|
(54,278
|
)
|
$
|
87,973
|
|
$
|
19,047
|
|
CENTURY ALUMINUM COMPANY
|
||||||
CONSOLIDATED BALANCE SHEETS
|
||||||
(in thousands, except share amounts)
|
||||||
|
December 31,
|
|||||
|
2015
|
2014
|
||||
ASSETS
|
|
|
||||
Cash and cash equivalents
|
$
|
115,393
|
|
$
|
163,242
|
|
Restricted cash
|
791
|
|
801
|
|
||
Accounts receivable — net
|
9,475
|
|
77,667
|
|
||
Due from affiliates
|
17,417
|
|
31,503
|
|
||
Inventories
|
231,872
|
|
283,480
|
|
||
Prepaid and other current assets
|
42,412
|
|
29,768
|
|
||
Deferred taxes
|
—
|
|
14,281
|
|
||
Assets held for sale
|
30,697
|
|
—
|
|
||
Total current assets
|
448,057
|
|
600,742
|
|
||
Property, plant and equipment — net
|
1,232,256
|
|
1,305,543
|
|
||
Other assets
|
72,155
|
|
118,773
|
|
||
TOTAL
|
$
|
1,752,468
|
|
$
|
2,025,058
|
|
LIABILITIES AND SHAREHOLDERS’ EQUITY
|
|
|
||||
LIABILITIES:
|
|
|
|
|||
Accounts payable, trade
|
$
|
90,489
|
|
$
|
151,443
|
|
Due to affiliates
|
10,045
|
|
22,261
|
|
||
Accrued and other current liabilities
|
48,822
|
|
103,807
|
|
||
Accrued employee benefits costs
|
10,148
|
|
10,159
|
|
||
Industrial revenue bonds
|
7,815
|
|
7,815
|
|
||
Total current liabilities
|
167,319
|
|
295,485
|
|
||
Senior notes payable
|
247,278
|
|
246,888
|
|
||
Accrued pension benefits costs — less current portion
|
43,999
|
|
59,906
|
|
||
Accrued postretirement benefits costs — less current portion
|
125,999
|
|
152,894
|
|
||
Other liabilities
|
53,009
|
|
53,272
|
|
||
Deferred taxes
|
96,994
|
|
111,486
|
|
||
Total noncurrent liabilities
|
567,279
|
|
624,446
|
|
||
COMMITMENTS AND CONTINGENCIES (NOTE 14)
|
|
|
|
|
||
SHAREHOLDERS’ EQUITY:
|
|
|
|
|||
Series A Preferred stock (Note 6)
|
1
|
|
1
|
|
||
Common stock (Note 6)
|
942
|
|
939
|
|
||
Additional paid-in capital
|
2,513,631
|
|
2,510,261
|
|
||
Treasury stock, at cost
|
(86,276
|
)
|
(49,924
|
)
|
||
Accumulated other comprehensive loss
|
(112,650
|
)
|
(117,682
|
)
|
||
Accumulated deficit
|
(1,297,778
|
)
|
(1,238,468
|
)
|
||
Total shareholders’ equity
|
1,017,870
|
|
1,105,127
|
|
||
TOTAL
|
$
|
1,752,468
|
|
$
|
2,025,058
|
|
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, 2012
|
$
|
1
|
|
$
|
933
|
|
$
|
2,507,454
|
|
$
|
(49,924
|
)
|
$
|
(151,192
|
)
|
$
|
(1,324,629
|
)
|
$
|
982,643
|
|
Net loss – 2013
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
(40,313
|
)
|
(40,313
|
)
|
|||||||
Other comprehensive income
|
—
|
|
—
|
|
—
|
|
—
|
|
59,360
|
|
—
|
|
59,360
|
|
|||||||
Issuance of common stock – compensation plans
|
—
|
|
1
|
|
43
|
|
—
|
|
—
|
|
—
|
|
44
|
|
|||||||
Share-based compensation expense
|
—
|
|
—
|
|
1,078
|
|
—
|
|
—
|
|
—
|
|
1,078
|
|
|||||||
Conversion of preferred stock to common stock
|
—
|
|
1
|
|
(1
|
)
|
—
|
|
—
|
|
—
|
|
—
|
|
|||||||
Balance, December 31, 2013
|
$
|
1
|
|
$
|
935
|
|
$
|
2,508,574
|
|
$
|
(49,924
|
)
|
$
|
(91,832
|
)
|
$
|
(1,364,942
|
)
|
$
|
1,002,812
|
|
Net income – 2014
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
126,474
|
|
126,474
|
|
|||||||
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
|
)
|
$
|
(1,238,468
|
)
|
$
|
1,105,127
|
|
Net loss – 2015
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
(59,310
|
)
|
(59,310
|
)
|
|||||||
Other comprehensive income
|
—
|
|
—
|
|
—
|
|
—
|
|
5,032
|
|
—
|
|
5,032
|
|
|||||||
Issuance of common stock – compensation plans
|
—
|
|
1
|
|
1,528
|
|
—
|
|
—
|
|
—
|
|
1,529
|
|
|||||||
Repurchase of common stock
|
—
|
|
—
|
|
—
|
|
(36,352
|
)
|
—
|
|
—
|
|
(36,352
|
)
|
|||||||
Share-based compensation expense
|
—
|
|
—
|
|
1,844
|
|
—
|
|
—
|
|
—
|
|
1,844
|
|
|||||||
Conversion of preferred stock to common stock
|
—
|
|
2
|
|
(2
|
)
|
—
|
|
—
|
|
—
|
|
—
|
|
|||||||
Balance, December 31, 2015
|
$
|
1
|
|
$
|
942
|
|
$
|
2,513,631
|
|
$
|
(86,276
|
)
|
$
|
(112,650
|
)
|
$
|
(1,297,778
|
)
|
$
|
1,017,870
|
|
CENTURY ALUMINUM COMPANY
|
|||||||||
CONSOLIDATED STATEMENTS OF CASH FLOWS
|
|||||||||
(in thousands)
|
|||||||||
|
Year Ended December 31,
|
||||||||
|
2015
|
2014
|
2013
|
||||||
CASH FLOWS FROM OPERATING ACTIVITIES:
|
|
|
|
|
|
||||
Net income (loss)
|
$
|
(59,310
|
)
|
$
|
126,474
|
|
$
|
(40,313
|
)
|
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
|
|
|
|
||||||
Gain on bargain purchase
|
—
|
|
—
|
|
(5,253
|
)
|
|||
Unrealized gain on fair value of contingent consideration
|
(18,337
|
)
|
(7,943
|
)
|
—
|
|
|||
Gain on remeasurement of equity investment
|
—
|
|
(15,955
|
)
|
—
|
|
|||
Unrealized gain on E.ON contingent obligation
|
(1,411
|
)
|
(1,412
|
)
|
(16,781
|
)
|
|||
Lower of cost or market inventory adjustment
|
7,539
|
|
(1,247
|
)
|
1,247
|
|
|||
Depreciation
|
80,117
|
|
70,827
|
|
66,570
|
|
|||
Ravenswood impairment
|
30,850
|
|
—
|
|
—
|
|
|||
BHH impairment
|
11,584
|
|
—
|
|
—
|
|
|||
Sebree power contract amortization
|
—
|
|
(5,534
|
)
|
(31,031
|
)
|
|||
Pension and other postretirement benefits
|
(4,991
|
)
|
6,939
|
|
1,740
|
|
|||
Deferred income taxes
|
(178
|
)
|
2,633
|
|
(1,493
|
)
|
|||
Stock-based compensation
|
1,844
|
|
1,334
|
|
1,078
|
|
|||
Loss on early extinguishment of debt
|
—
|
|
—
|
|
3,272
|
|
|||
Equity in earnings of joint ventures, net of dividends
|
(806
|
)
|
425
|
|
871
|
|
|||
Change in operating assets and liabilities:
|
|
|
|
|
|
||||
Accounts receivable — net
|
68,192
|
|
(8,712
|
)
|
(6,001
|
)
|
|||
Due from affiliates
|
14,086
|
|
12,084
|
|
(5,717
|
)
|
|||
Inventories
|
44,896
|
|
(16,513
|
)
|
(21,740
|
)
|
|||
Prepaid and other current assets
|
(144
|
)
|
3,392
|
|
5,318
|
|
|||
Accounts payable, trade
|
(60,583
|
)
|
11,797
|
|
25,224
|
|
|||
Due to affiliates
|
(12,216
|
)
|
3,058
|
|
13,845
|
|
|||
Accrued and other current liabilities
|
(31,540
|
)
|
18,071
|
|
5,834
|
|
|||
Pension contribution - Mt. Holly
|
(34,595
|
)
|
—
|
|
—
|
|
|||
Other — net
|
(3,131
|
)
|
7,962
|
|
23,048
|
|
|||
Net cash provided by operating activities
|
31,866
|
|
207,680
|
|
19,718
|
|
|||
CASH FLOWS FROM INVESTING ACTIVITIES:
|
|
|
|
|
|
|
|||
Purchase of property, plant and equipment
|
(54,700
|
)
|
(55,126
|
)
|
(68,077
|
)
|
|||
Purchase of Sebree smelter
|
—
|
|
(1,042
|
)
|
(48,058
|
)
|
|||
Investments in and advances to joint ventures
|
—
|
|
—
|
|
(125
|
)
|
|||
Purchase of remaining interest in Mt. Holly smelter
|
11,313
|
|
(65,100
|
)
|
—
|
|
|||
Proceeds from sale of property, plant and equipment
|
14
|
|
46
|
|
525
|
|
|||
Restricted and other cash deposits
|
10
|
|
896
|
|
(1,439
|
)
|
|||
Net cash used in investing activities
|
(43,363
|
)
|
(120,326
|
)
|
(117,174
|
)
|
|||
|
|
|
|
CENTURY ALUMINUM COMPANY
|
|||||||||
CONSOLIDATED STATEMENTS OF CASH FLOWS
|
|||||||||
(in thousands)
|
|||||||||
|
Year Ended December 31,
|
||||||||
|
2015
|
2014
|
2013
|
||||||
CASH FLOWS FROM FINANCING ACTIVITIES:
|
|
|
|
|
|
|
|||
Repayment of debt
|
—
|
|
(2,603
|
)
|
(249,604
|
)
|
|||
Proceeds from issuance of debt
|
—
|
|
—
|
|
246,330
|
|
|||
Borrowings under revolving credit facilities
|
1,737
|
|
92,423
|
|
22,725
|
|
|||
Repayments under revolving credit facilities
|
(1,737
|
)
|
(98,423
|
)
|
(16,725
|
)
|
|||
Debt issuance costs
|
—
|
|
—
|
|
(3,994
|
)
|
|||
Debt retirement costs
|
—
|
|
—
|
|
(1,208
|
)
|
|||
Repurchase of common stock
|
(36,352
|
)
|
—
|
|
—
|
|
|||
Issuance of common stock
|
—
|
|
403
|
|
44
|
|
|||
Net cash used in financing activities
|
(36,352
|
)
|
(8,200
|
)
|
(2,432
|
)
|
|||
CHANGE IN CASH AND CASH EQUIVALENTS
|
(47,849
|
)
|
79,154
|
|
(99,888
|
)
|
|||
Cash and cash equivalents, beginning of year
|
163,242
|
|
84,088
|
|
183,976
|
|
|||
Cash and cash equivalents, end of year
|
$
|
115,393
|
|
$
|
163,242
|
|
$
|
84,088
|
|
|
Year Ended December 31,
|
||||||||
|
2015
|
2014
|
2013
|
||||||
Net sales to Glencore
|
$
|
1,867,711
|
|
$
|
1,262,101
|
|
$
|
511,051
|
|
Purchases from Glencore
|
393,158
|
|
285,167
|
|
173,693
|
|
|||
Purchases from BHH
|
46,592
|
|
47,804
|
|
86,678
|
|
|
|
December 1, 2014
|
||
|
|
|
||
Purchase price
|
|
$
|
67,500
|
|
Contingent consideration
|
|
13,780
|
|
|
Economic, working capital and other closing adjustments
|
|
(13,513
|
)
|
|
Total consideration
|
|
$
|
67,767
|
|
|
Preliminary estimate of the acquisition date fair value as of December 1, 2014
|
Measurement period adjustments
|
Final acquisition date fair value as of December 1, 2014
|
||||||
Assets Acquired:
|
|
|
|
||||||
Inventories
|
$
|
26,105
|
|
$
|
(2,126
|
)
|
$
|
23,979
|
|
Due from Alumax
|
20,786
|
|
(9,517
|
)
|
11,269
|
|
|||
Prepaid and other current assets
|
2,527
|
|
—
|
|
2,527
|
|
|||
Intangible asset
|
2,580
|
|
—
|
|
2,580
|
|
|||
Pension asset
|
30,842
|
|
—
|
|
30,842
|
|
|||
Property, plant and equipment – net
|
127,089
|
|
15,748
|
|
142,837
|
|
|||
Total assets acquired
|
$
|
209,929
|
|
$
|
4,105
|
|
$
|
214,034
|
|
Liabilities Assumed:
|
|
|
|
||||||
Accounts payable, trade
|
$
|
41,471
|
|
$
|
—
|
|
$
|
41,471
|
|
Accrued and other current liabilities
|
8,335
|
|
255
|
|
8,590
|
|
|||
Accrued pension benefit costs
|
—
|
|
34,595
|
|
34,595
|
|
|||
Accrued postretirement benefit costs
|
2,857
|
|
—
|
|
2,857
|
|
|||
Asset retirement obligations
|
8,213
|
|
—
|
|
8,213
|
|
|||
Deferred taxes
|
4,804
|
|
(2,118
|
)
|
2,686
|
|
|||
Total liabilities assumed
|
$
|
65,680
|
|
$
|
32,732
|
|
$
|
98,412
|
|
Goodwill
|
$
|
4,804
|
|
$
|
(4,804
|
)
|
$
|
—
|
|
|
|
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 from continuing operations
|
125,847
|
|
(38,819
|
)
|
||
Pro forma earnings per common share, basic
|
1.30
|
|
(0.44
|
)
|
||
Pro forma earnings per common share, diluted
|
1.29
|
|
(0.44
|
)
|
|
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
|
8,705
|
|
|
Year ended December 31, 2013
|
||
Pro forma revenues
|
$
|
1,662,707
|
|
Pro forma loss from continuing operations
|
(83,035
|
)
|
|
Pro forma loss per common share, basic
|
(0.94
|
)
|
|
Pro forma loss per common share, diluted
|
(0.94
|
)
|
•
|
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, 2015
|
|||||||||||
|
Level 1
|
Level 2
|
Level 3
|
Total
|
||||||||
ASSETS:
|
|
|
|
|
||||||||
Cash equivalents
|
$
|
102,675
|
|
$
|
—
|
|
$
|
—
|
|
$
|
102,675
|
|
Trust assets
|
5,226
|
|
—
|
|
—
|
|
5,226
|
|
||||
Surety bonds
|
1,870
|
|
—
|
|
—
|
|
1,870
|
|
||||
TOTAL
|
$
|
109,771
|
|
$
|
—
|
|
$
|
—
|
|
$
|
109,771
|
|
LIABILITIES:
|
|
|
|
|
|
|
|
|
||||
E.ON contingent obligation – net (1)
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
TOTAL
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
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
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
(1)
|
See
Note 5 Debt
for additional information about the E.ON contingent obligation.
|
|
December 31,
|
|||||
|
2015
|
2014
|
||||
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
|
|
Debt classified as non-current liabilities:
|
|
|
|
|||
7.5% senior secured notes due June 1, 2021, net of debt discount of $2,722 and $3,112, respectively, interest payable semiannually
|
247,278
|
|
246,888
|
|
||
Total
|
$
|
255,093
|
|
$
|
254,703
|
|
(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,
2015
was
0.21%
.
|
|
December 31, 2015
|
||
Credit facility maximum amount
|
$
|
150,000
|
|
Borrowing availability
|
81,292
|
|
|
Outstanding letters of credit issued
|
46,346
|
|
|
Outstanding borrowings
|
—
|
|
|
Borrowing availability, net of outstanding letters of credit and borrowings
|
34,946
|
|
|
December 31, 2015
|
||
Credit Facility maximum amount
|
$
|
50,000
|
|
Borrowing availability
|
49,294
|
|
|
Outstanding letters of credit issued
|
—
|
|
|
Outstanding borrowings
|
—
|
|
|
Borrowing availability, net of outstanding letters of credit and borrowings
|
49,294
|
|
(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.
|
Offsetting of financial instruments and derivatives
|
|
|
|
||||
|
Balance sheet location
|
December 31, 2015
|
December 31, 2014
|
||||
E.ON contingent obligation – principal
|
Other liabilities
|
$
|
(12,902
|
)
|
$
|
(12,902
|
)
|
E.ON contingent obligation – accrued interest
|
Other liabilities
|
(6,702
|
)
|
(5,291
|
)
|
||
E.ON contingent obligation – derivative asset
|
Other liabilities
|
19,604
|
|
18,193
|
|
||
|
|
$
|
—
|
|
$
|
—
|
|
|
|
Common and Preferred Stock Activity:
|
Preferred stock
|
Common stock
|
||||
(in shares)
|
Series A Convertible
|
Treasury
|
Outstanding
|
|||
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
|
|
Repurchase of common stock
|
—
|
|
2,400,000
|
|
(2,400,000
|
)
|
Conversion of convertible preferred stock
|
(1,602
|
)
|
—
|
|
160,162
|
|
Issuance for share-based compensation plans
|
—
|
|
—
|
|
213,306
|
|
Balance as of December 31, 2015
|
76,539
|
|
7,186,521
|
|
87,038,050
|
|
•
|
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.
|
|
2015
|
2014
|
||||
Raw materials
|
$
|
52,121
|
|
$
|
76,655
|
|
Work-in-process
|
34,025
|
|
43,248
|
|
||
Finished goods
|
15,988
|
|
19,969
|
|
||
Operating and other supplies
|
129,738
|
|
143,608
|
|
||
Inventories
|
$
|
231,872
|
|
$
|
283,480
|
|
|
2015
|
2014
|
||||
Land and improvements
|
$
|
42,654
|
|
$
|
43,385
|
|
Buildings and improvements
|
325,580
|
|
345,271
|
|
||
Machinery and equipment
|
1,349,731
|
|
1,476,518
|
|
||
Construction in progress
|
173,418
|
|
182,393
|
|
||
|
1,891,383
|
|
2,047,567
|
|
||
Less accumulated depreciation
|
(659,127
|
)
|
(742,024
|
)
|
||
Property, plant and equipment - net
|
$
|
1,232,256
|
|
$
|
1,305,543
|
|
Components of Accumulated Other Comprehensive Loss:
|
2015
|
2014
|
||||
Defined benefit plan liabilities
|
$
|
(121,910
|
)
|
$
|
(128,664
|
)
|
Unrealized loss on financial instruments
|
(1,435
|
)
|
(1,249
|
)
|
||
Other comprehensive loss before income tax effect
|
(123,345
|
)
|
(129,913
|
)
|
||
Income tax effect (1)
|
10,695
|
|
12,231
|
|
||
Accumulated other comprehensive loss
|
$
|
(112,650
|
)
|
$
|
(117,682
|
)
|
(1)
|
The allocation of the income tax effect to the components of other comprehensive income is as follows:
|
|
2015
|
2014
|
||||
Defined benefit plan liabilities
|
$
|
11,243
|
|
$
|
12,812
|
|
Unrealized loss on financial instruments
|
(548
|
)
|
(581
|
)
|
|
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, 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 income
|
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
|
)
|
||||
Other comprehensive income before reclassifications
|
7,311
|
|
—
|
|
—
|
|
7,311
|
|
||||
Net amount reclassified to net income
|
(2,126
|
)
|
—
|
|
(153
|
)
|
(2,279
|
)
|
||||
Balance, December 31, 2015
|
$
|
(110,667
|
)
|
$
|
—
|
|
$
|
(1,983
|
)
|
$
|
(112,650
|
)
|
|
|
Gains (Losses) Reclassified from AOCI to the Consolidated Statements of Operations
|
||||||||
AOCI Components
|
Location
|
2015
|
2014
|
2013
|
||||||
Defined benefit plan and other postretirement liabilities
|
Cost of goods sold
|
$
|
(1,696
|
)
|
$
|
6,237
|
|
$
|
3,264
|
|
|
Selling, general and administrative expenses
|
235
|
|
569
|
|
990
|
|
|||
|
Other operating expense, net
|
904
|
|
—
|
|
—
|
|
|||
|
Income tax expense
|
(1,569
|
)
|
(1,811
|
)
|
(1,529
|
)
|
|||
|
Net of tax
|
$
|
(2,126
|
)
|
$
|
4,995
|
|
$
|
2,725
|
|
|
|
|
|
|
||||||
Equity in investee other comprehensive income
|
Cost of goods sold
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
|
Income tax expense
|
—
|
|
(419
|
)
|
(70
|
)
|
|||
|
Net of tax
|
$
|
—
|
|
$
|
(419
|
)
|
$
|
(70
|
)
|
|
|
|
|
|
||||||
Unrealized loss on financial instruments
|
Cost of goods sold
|
$
|
(186
|
)
|
$
|
(185
|
)
|
$
|
(186
|
)
|
|
Income tax expense
|
33
|
|
34
|
|
34
|
|
|||
|
Net of tax
|
$
|
(153
|
)
|
$
|
(151
|
)
|
$
|
(152
|
)
|
|
Pension
|
|
OPEB
|
||||||||||
|
2015
|
2014
|
|
2015
|
2014
|
||||||||
Change in benefit obligation:
|
|
|
|
|
|
||||||||
Benefit obligation at beginning of year
|
$
|
336,292
|
|
$
|
238,319
|
|
|
$
|
158,781
|
|
$
|
134,652
|
|
Service cost
|
6,346
|
|
5,605
|
|
|
1,970
|
|
1,591
|
|
||||
Interest cost
|
13,388
|
|
11,629
|
|
|
5,985
|
|
6,420
|
|
||||
Plan amendments
|
—
|
|
(5,308
|
)
|
|
(1,758
|
)
|
—
|
|
||||
Medicare Part D
|
—
|
|
—
|
|
|
—
|
|
273
|
|
||||
Actuarial loss (gain)
|
(11,429
|
)
|
32,772
|
|
|
(18,150
|
)
|
17,669
|
|
||||
Acquisition
|
—
|
|
84,743
|
|
|
—
|
|
2,857
|
|
||||
Benefits paid
|
(19,247
|
)
|
(11,895
|
)
|
|
(5,878
|
)
|
(4,681
|
)
|
||||
Curtailment
|
1,221
|
|
—
|
|
|
(8,400
|
)
|
—
|
|
||||
Settlements
|
—
|
|
(19,573
|
)
|
|
—
|
|
—
|
|
||||
Benefit obligation at end of year
|
$
|
326,571
|
|
$
|
336,292
|
|
|
$
|
132,550
|
|
$
|
158,781
|
|
|
Pension
|
|
OPEB
|
||||||||||
|
2015
|
2014
|
|
2015
|
2014
|
||||||||
Change in plan assets:
|
|
|
|
|
|
||||||||
Fair value of plan assets at beginning of year
|
$
|
305,520
|
|
$
|
199,304
|
|
|
$
|
—
|
|
$
|
—
|
|
Actual return on plan assets
|
(11,321
|
)
|
16,118
|
|
|
—
|
|
—
|
|
||||
Acquisition
|
—
|
|
115,982
|
|
|
—
|
|
—
|
|
||||
Employer contributions
|
5,910
|
|
5,584
|
|
|
5,878
|
|
4,681
|
|
||||
Benefits paid
|
(19,247
|
)
|
(11,895
|
)
|
|
(5,878
|
)
|
(4,681
|
)
|
||||
Settlements
|
—
|
|
(19,573
|
)
|
|
—
|
|
—
|
|
||||
Fair value of assets at end of year
|
$
|
280,862
|
|
$
|
305,520
|
|
|
$
|
—
|
|
$
|
—
|
|
|
Pension
|
|
OPEB
|
||||||||||
|
2015
|
2014
|
|
2015
|
2014
|
||||||||
Funded status of plans:
|
|
|
|
|
|
||||||||
Funded status
|
$
|
(45,709
|
)
|
$
|
(30,772
|
)
|
|
$
|
(132,550
|
)
|
$
|
(158,781
|
)
|
Amounts recognized in the Consolidated Balance Sheets:
|
|
|
|
|
|
|
|
|
|
||||
Non-current assets
|
$
|
—
|
|
$
|
30,842
|
|
|
$
|
—
|
|
$
|
—
|
|
Current liabilities
|
(1,743
|
)
|
(1,744
|
)
|
|
(6,551
|
)
|
(6,118
|
)
|
||||
Non-current liabilities
|
(43,966
|
)
|
(59,870
|
)
|
|
(125,999
|
)
|
(152,663
|
)
|
||||
Net amount recognized
|
$
|
(45,709
|
)
|
$
|
(30,772
|
)
|
|
$
|
(132,550
|
)
|
$
|
(158,781
|
)
|
|
|
|
|
|
|
||||||||
Amounts recognized in accumulated other comprehensive loss (pre-tax):
|
|
|
|
|
|
|
|
||||||
Net loss
|
$
|
80,514
|
|
$
|
63,360
|
|
|
$
|
49,562
|
|
$
|
79,720
|
|
Prior service cost (benefit)
|
1,211
|
|
1,335
|
|
|
(9,377
|
)
|
(15,751
|
)
|
||||
Total
|
$
|
81,725
|
|
$
|
64,695
|
|
|
$
|
40,185
|
|
$
|
63,969
|
|
|
Year Ended December 31,
|
||||||||||||||||||
|
Pension
|
|
OPEB
|
||||||||||||||||
|
2015
|
2014
|
2013
|
|
2015
|
2014
|
2013
|
||||||||||||
Service cost
|
$
|
6,346
|
|
$
|
5,605
|
|
$
|
4,735
|
|
|
$
|
1,970
|
|
$
|
1,591
|
|
$
|
2,527
|
|
Interest cost
|
13,388
|
|
11,629
|
|
8,908
|
|
|
5,985
|
|
6,420
|
|
5,681
|
|
||||||
Expected return on plan assets
|
(21,241
|
)
|
(14,694
|
)
|
(10,592
|
)
|
|
—
|
|
—
|
|
—
|
|
||||||
Amortization of prior service costs
|
110
|
|
77
|
|
113
|
|
|
(3,728
|
)
|
(3,844
|
)
|
(3,995
|
)
|
||||||
Amortization of net loss
|
3,980
|
|
1,907
|
|
3,152
|
|
|
3,814
|
|
3,704
|
|
5,022
|
|
||||||
Settlements
|
—
|
|
4,701
|
|
—
|
|
|
—
|
|
—
|
|
—
|
|
||||||
Curtailment cost (benefit)
|
1,235
|
|
263
|
|
(18
|
)
|
|
(4,266
|
)
|
—
|
|
(20
|
)
|
||||||
Net periodic benefit cost
|
$
|
3,818
|
|
$
|
9,488
|
|
$
|
6,298
|
|
|
$
|
3,775
|
|
$
|
7,871
|
|
$
|
9,215
|
|
|
Year Ended December 31,
|
||||||||||||
|
Pension
|
|
OPEB
|
||||||||||
|
2015
|
2014
|
|
2015
|
2014
|
||||||||
Net loss (gain)
|
$
|
21,133
|
|
$
|
24,326
|
|
|
$
|
(26,686
|
)
|
$
|
17,669
|
|
Prior service cost (benefit)
|
—
|
|
1,299
|
|
|
(1,758
|
)
|
—
|
|
||||
Amortization of net loss, including recognition due to settlement
|
(3,980
|
)
|
(6,608
|
)
|
|
(3,814
|
)
|
(3,704
|
)
|
||||
Amortization of prior service benefit (cost), including recognition due to curtailment
|
(124
|
)
|
(340
|
)
|
|
8,475
|
|
3,844
|
|
||||
Total amount recognized in other comprehensive loss
|
17,029
|
|
18,677
|
|
|
(23,783
|
)
|
17,809
|
|
||||
Net periodic benefit cost
|
3,818
|
|
9,488
|
|
|
3,775
|
|
7,871
|
|
||||
Total recognized in net periodic benefit cost and other comprehensive loss
|
$
|
20,847
|
|
$
|
28,165
|
|
|
$
|
(20,008
|
)
|
$
|
25,680
|
|
|
Pension
|
|
OPEB
|
||||
|
2015
|
2014
|
2013
|
|
2015
|
2014
|
2013
|
Measurement date
|
12/31/2014
|
12/31/2013
|
12/31/2012
|
|
12/31/2014
|
12/31/2013
|
12/31/2012
|
Fiscal year end
|
12/31/2015
|
12/31/2014
|
12/31/2013
|
|
12/31/2015
|
12/31/2014
|
12/31/2013
|
Discount rate (1)
|
4.05%
|
4.89%
|
4.00%
|
|
4.00%
|
4.99%
|
4.01%
|
Rate of compensation increase (2)
|
3%/4%
|
3%/4%
|
3%/4%
|
|
3%/4%
|
3%/4%
|
3%/4%
|
Expected return on plan assets (3)
|
7.16%
|
7.25%
|
7.25%
|
|
—
|
—
|
—
|
(1)
|
We use the Ryan Discount Rate Curve ("Ryan Curve") to determine the discount rate.
|
(2)
|
For 2015, the rate of compensation increase is
3%
per year for the first three years and
4%
per year for year four and thereafter. For 2014, the rate of compensation increase is
3%
per year for the first four years and
4%
per year for year five and thereafter.
|
(3)
|
The rate for each of our defined benefit plans was selected by taking into account our expected asset mix and is based on historical performance as well as expected future rates of return on plan assets.
|
|
1% Increase
|
|
1% Decrease
|
||||
Effect on total of service and interest cost
|
$
|
1,403
|
|
|
$
|
(1,108
|
)
|
Effect on accumulated postretirement benefit obligation
|
18,170
|
|
|
(15,086
|
)
|
•
|
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.
|
•
|
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, 2015
|
Level 1
|
Level 2
|
Level 3
|
Total
|
||||||||
Equities:
|
|
|
|
|
||||||||
U.S. equities
|
$
|
86,723
|
|
$
|
—
|
|
$
|
—
|
|
$
|
86,723
|
|
International equities
|
54,769
|
|
—
|
|
—
|
|
54,769
|
|
||||
Fixed income
|
139,370
|
|
—
|
|
—
|
|
139,370
|
|
||||
Total
|
$
|
280,862
|
|
$
|
—
|
|
$
|
—
|
|
$
|
280,862
|
|
As of December 31, 2014
|
|
|
|
|
|
|
|
|
||||
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
|
|
(1)
|
Represents the receivable to the Century Aluminum of South Carolina defined benefit plan related to pension funding obligations under the Stock Purchase Agreement which was received in 2015. The plan receivable was considered a Level 3 asset because determining the fair value requires significant unobservable inputs, including census data and various actuarial assumptions.
|
•
|
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.
|
|
2016
|
||
Expected pension plan contributions
|
$
|
1,769
|
|
Expected OPEB benefits payments
|
6,551
|
|
|
Pension Benefits
|
|
OPEB Benefits
|
||||
2016
|
$
|
26,438
|
|
|
$
|
6,551
|
|
2017
|
19,755
|
|
|
6,789
|
|
||
2018
|
20,228
|
|
|
7,099
|
|
||
2019
|
21,229
|
|
|
7,388
|
|
||
2020
|
21,655
|
|
|
7,508
|
|
||
2021 – 2025
|
105,301
|
|
|
39,031
|
|
•
|
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 2015 (1)
|
Green
|
Pension Protection Act Zone Status 2014 (1)
|
Green
|
Subject to Financial Improvement/Rehabilitation Plan
|
No
|
Contributions of Century Aluminum 2015
|
$1,618
|
Contributions of Century Aluminum 2014
|
$2,164
|
Contributions of Century Aluminum 2013
|
$2,171
|
Withdrawal from Plan Probable
|
No
|
Surcharge Imposed
|
No
|
Expiration Date of Collective Bargaining Agreement
|
April 1, 2020
|
(1)
|
The most recent Pension Protection Act zone status available in
2015
and
2014
is for the plan's year-end December 31,
2014
and December 31,
2013
, 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, 2015
|
544,171
|
|
$
|
26.85
|
|
|
|
||
Exercised
|
—
|
|
—
|
|
|
|
|||
Forfeited/expired
|
(100,434
|
)
|
25.95
|
|
|
|
|||
Outstanding, fully vested and exercisable at December 31, 2015 (1)
|
443,737
|
|
$
|
27.06
|
|
2.19
|
$
|
—
|
|
(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, 2015
|
464,485
|
|
Granted
|
478,798
|
|
Vested
|
(354,688
|
)
|
Forfeited
|
(47,291
|
)
|
Outstanding at December 31, 2015
|
541,304
|
|
|
Year ended December 31,
|
||||||||
|
2015
|
2014
|
2013
|
||||||
Weighted average per share fair value of service-based share grants
|
$
|
4.21
|
|
$
|
15.31
|
|
$
|
8.19
|
|
Total intrinsic value of option exercises
|
—
|
|
1,011
|
|
13
|
|
|
Year ended December 31,
|
||||||||
|
2015
|
2014
|
2013
|
||||||
Share-based compensation expense reported:
|
|
|
|
||||||
Performance-based share expense
|
$
|
1,587
|
|
$
|
1,090
|
|
$
|
475
|
|
Service-based share expense
|
257
|
|
244
|
|
603
|
|
|||
Stock option expense
|
—
|
|
—
|
|
—
|
|
|||
Total share-based compensation expense before income tax
|
1,844
|
|
1,334
|
|
1,078
|
|
|||
Income tax
|
—
|
|
—
|
|
—
|
|
|||
Total share-based compensation expense, net of income tax
|
$
|
1,844
|
|
$
|
1,334
|
|
$
|
1,078
|
|
|
For the year ended December 31, 2015
|
|||||||
|
Net loss
|
Shares (000)
|
Per-Share
|
|||||
Net loss
|
$
|
(59,310
|
)
|
|
|
|||
Amount allocated to common stockholders
|
100.00
|
%
|
|
|
||||
Basic and Diluted EPS:
|
|
|
|
|
||||
Net loss allocated to common stockholders
|
(59,310
|
)
|
87,375
|
|
$
|
(0.68
|
)
|
|
For the year ended December 31, 2014
|
|||||||
|
Net income
|
Shares (000)
|
Per-Share
|
|||||
Net income
|
$
|
126,474
|
|
|
|
|
||
Amount allocated to common stockholders
|
91.81
|
%
|
|
|
|
|||
Basic EPS:
|
|
|
|
|
|
|||
Net income allocated to common stockholders
|
116,118
|
|
88,823
|
|
$
|
1.31
|
|
|
Effect of Dilutive Securities:
|
|
|
|
|||||
Share-based compensation plans
|
|
605
|
|
|
||||
Diluted EPS:
|
$
|
116,118
|
|
89,428
|
|
$
|
1.30
|
|
|
For the year ended December 31, 2013
|
|||||||
|
Net loss
|
Shares (000)
|
Per-Share
|
|||||
Net loss
|
$
|
(40,313
|
)
|
|
|
|
||
Amount allocated to common stockholders
|
100.00
|
%
|
|
|
|
|||
Basic and Diluted EPS:
|
|
|
|
|
|
|||
Net loss allocated to common stockholders
|
$
|
(40,313
|
)
|
88,612
|
|
$
|
(0.45
|
)
|
Securities excluded from the calculation of diluted EPS:
|
|
|
|
|||
|
2015
|
2014
|
2013
|
|||
Stock options (1)
|
356,634
|
|
320,553
|
|
619,833
|
|
Service-based share awards (1)
|
608,914
|
|
—
|
|
442,737
|
|
(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.
|
|
2015
|
2014
|
||||
Deferred tax assets:
|
|
|
||||
Accrued postretirement benefit cost
|
$
|
14,825
|
|
$
|
15,683
|
|
Accrued liabilities
|
1,080
|
|
4,494
|
|
||
Share-based compensation
|
6,421
|
|
7,350
|
|
||
Derivative and hedging contracts
|
—
|
|
58,687
|
|
||
Goodwill
|
7,949
|
|
10,521
|
|
||
Pension and post-retirement obligations in other comprehensive income
|
78,753
|
|
81,567
|
|
||
Net operating losses and tax credits
|
700,819
|
|
646,158
|
|
||
Foreign basis differences
|
2,083
|
|
668
|
|
||
Other
|
10,676
|
|
8,748
|
|
||
Total deferred tax assets
|
822,606
|
|
833,876
|
|
||
Valuation allowance
|
(768,764
|
)
|
(748,283
|
)
|
||
Net deferred tax assets
|
$
|
53,842
|
|
$
|
85,593
|
|
Deferred tax liabilities:
|
|
|
|
|
||
Tax over financial statement depreciation
|
$
|
(116,327
|
)
|
$
|
(142,627
|
)
|
Pension
|
(15,608
|
)
|
(14,222
|
)
|
||
Unremitted foreign earnings
|
(18,901
|
)
|
(30,308
|
)
|
||
Total deferred tax liabilities
|
(150,836
|
)
|
(187,157
|
)
|
||
Net deferred tax liability
|
$
|
(96,994
|
)
|
$
|
(101,564
|
)
|
|
2015
|
2014
|
||||
Beginning balance, valuation allowance
|
$
|
748,283
|
|
$
|
765,023
|
|
Change in valuation allowance
|
20,481
|
|
(16,740
|
)
|
||
Ending balance, valuation allowance
|
$
|
768,764
|
|
$
|
748,283
|
|
|
2015
|
2014
|
||||
Federal (1)
|
$
|
1,470,251
|
|
$
|
1,306,482
|
|
State (2)
|
2,094,687
|
|
2,078,105
|
|
||
Foreign (3)
|
466,743
|
|
446,234
|
|
(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
.
|
|
2015
|
2014
|
2013
|
||||||
Balance as of January 1,
|
$
|
2,000
|
|
$
|
1,200
|
|
$
|
17,600
|
|
Additions based on tax positions related to the current year
|
1,800
|
|
1,100
|
|
700
|
|
|||
Decreases due to lapse of applicable statute of limitations
|
—
|
|
(300
|
)
|
(2,800
|
)
|
|||
Settlements
|
—
|
|
—
|
|
(14,300
|
)
|
|||
Balance as of December 31,
|
$
|
3,800
|
|
$
|
2,000
|
|
$
|
1,200
|
|
|
2015
|
2014
|
2013
|
||||||
Highly certain tax positions
|
$
|
3,700
|
|
$
|
1,900
|
|
$
|
1,100
|
|
Other unrecognized tax benefits
|
100
|
|
100
|
|
100
|
|
|||
Gross unrecognized tax benefits
|
$
|
3,800
|
|
$
|
2,000
|
|
$
|
1,200
|
|
Accrued interest and penalties related to unrecognized tax benefits
|
$
|
—
|
|
$
|
—
|
|
$
|
100
|
|
|
Year ended December 31,
|
|||||
|
2015
|
2014
|
||||
Beginning balance, ARO liability
|
$
|
36,950
|
|
$
|
27,113
|
|
Additional ARO liability incurred
|
3,797
|
|
2,548
|
|
||
ARO liabilities settled
|
(5,514
|
)
|
(4,731
|
)
|
||
Accretion expense
|
1,818
|
|
1,517
|
|
||
Adjustments
|
(1,886
|
)
|
—
|
|
||
ARO liability from Mt. Holly acquisition
|
—
|
|
10,503
|
|
||
Ending balance, ARO liability
|
$
|
35,165
|
|
$
|
36,950
|
|
|
Year Ended December 31,
|
||||||||||
|
2015
|
|
2014
|
|
2013
|
||||||
Cash paid for:
|
|
|
|
|
|
|
|||||
Interest
|
$
|
18,781
|
|
|
$
|
19,066
|
|
|
$
|
20,539
|
|
Income/withholding taxes (1)
|
24,125
|
|
|
12,189
|
|
|
28,654
|
|
|||
Non-cash investing activities:
|
|
|
|
|
|
|
|
|
|||
Accrued capital costs
|
$
|
777
|
|
|
$
|
744
|
|
|
$
|
9,409
|
|
(1)
|
We paid withholding taxes in Iceland on intercompany dividends of
$8,388
,
$5,491
and
$18,067
during the years ended December 31,
2015
,
2014
and 2013, respectively. Such withholding taxes are then refunded to us in the following year.
|
|
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
|
||||||||||||
2015
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
4th Quarter (1)
|
$
|
383,915
|
|
|
$
|
(18,701
|
)
|
|
$
|
(43,080
|
)
|
|
$
|
(43,080
|
)
|
|
$
|
(0.50
|
)
|
|
$
|
(0.50
|
)
|
3rd Quarter (2)
|
454,540
|
|
|
(42,423
|
)
|
|
(56,112
|
)
|
|
(56,112
|
)
|
|
(0.65
|
)
|
|
(0.65
|
)
|
||||||
2nd Quarter (3)
|
523,491
|
|
|
8,342
|
|
|
(33,897
|
)
|
|
(33,897
|
)
|
|
(0.39
|
)
|
|
(0.39
|
)
|
||||||
1st Quarter (4)
|
587,911
|
|
|
94,095
|
|
|
73,779
|
|
|
67,813
|
|
|
0.76
|
|
|
0.76
|
|
||||||
2014
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
4th Quarter (5)
|
551,239
|
|
|
89,339
|
|
|
75,829
|
|
|
69,669
|
|
|
0.78
|
|
|
0.78
|
|
||||||
3rd Quarter (6)
|
500,632
|
|
|
75,714
|
|
|
50,405
|
|
|
46,277
|
|
|
0.52
|
|
|
0.52
|
|
||||||
2nd Quarter (7)
|
458,324
|
|
|
38,504
|
|
|
20,344
|
|
|
18,675
|
|
|
0.21
|
|
|
0.21
|
|
||||||
1st Quarter (8)
|
420,847
|
|
|
(1,758
|
)
|
|
(20,104
|
)
|
|
(20,104
|
)
|
|
(0.23
|
)
|
|
(0.23
|
)
|
(1)
|
The fourth quarter of 2015 was favorably impacted by a
$23,474
lower of cost or market inventory adjustment,
$3,400
related to non-cash, non-recurring post-retirement benefits. Results were negatively impacted by a
$3,500
charge related to the partial curtailment of operations at Hawesville and Mt. Holly, a
$5,000
charge for depreciation related to Mt. Holly purchase accounting and an
$11,584
impairment charge at BHH.
|
(2)
|
The third quarter of 2015 was impacted by a
$5,324
unfavorable lower of cost or market adjustment to cost of goods sold,
$1,400
for labor disruption and
$2,900
for partial curtailment expenses at Hawesville.
|
(3)
|
The second quarter of 2015 was impacted by a
$25,689
unfavorable LCM adjustment to cost of goods sold and a
$30,850
impairment reserve related to the permanent closure of our Ravenswood facility and
$11,700
of labor disruption expenses associated with a new union contract at our Hawesville location in partially offset by a
$10,287
gain on fair value of contingent consideration on our Mt. Holly acquisition.
|
(4)
|
The first quarter of 2015 included a
$6,527
gain on fair value of contingent consideration partially offset by
$1,570
of signing bonuses related to a new labor contract at Grundartangi and a
$1,000
severance charge for a former executive.
|
(5)
|
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
$15,955
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.
|
(6)
|
The third quarter of 2014 net income reflects higher aluminum prices and lower power prices in the Midwestern U.S.
|
(7)
|
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.
|
(8)
|
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.
|
Segment assets (1)
|
2015
|
|
2014
|
|
2013
|
||||||
Primary
|
$
|
1,706,032
|
|
|
$
|
1,987,727
|
|
|
$
|
1,770,749
|
|
Corporate, unallocated
|
46,436
|
|
|
37,331
|
|
|
39,447
|
|
|||
Total assets
|
$
|
1,752,468
|
|
|
$
|
2,025,058
|
|
|
$
|
1,810,196
|
|
(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.
|
|
2015
|
|
2014
|
|
2013
|
||||||
Net sales:
|
|
|
|
|
|
||||||
United States
|
$
|
1,373,714
|
|
|
$
|
1,370,570
|
|
|
$
|
1,022,081
|
|
Iceland
|
576,143
|
|
|
560,472
|
|
|
432,232
|
|
|||
Long-lived assets: (1)
|
|
|
|
|
|
|
|
|
|||
United States
|
$
|
408,722
|
|
|
$
|
497,057
|
|
|
$
|
392,424
|
|
Iceland
|
801,268
|
|
|
831,507
|
|
|
853,636
|
|
|||
Other
|
94,421
|
|
|
95,752
|
|
|
93,075
|
|
(1)
|
Includes long-lived assets other than financial instruments.
|
|
|
Condensed Consolidating Statements of Comprehensive Income (Loss)
|
||||||||||||||||||
|
|
For the year ended December 31, 2015
|
||||||||||||||||||
|
|
The Company
|
|
Combined Guarantor Subsidiaries
|
|
Combined Non-Guarantor Subsidiaries
|
|
Consolidating Adjustments
|
|
Total Consolidated
|
||||||||||
NET SALES:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Related parties
|
|
$
|
—
|
|
|
$
|
1,277,474
|
|
|
$
|
632,597
|
|
|
$
|
(42,360
|
)
|
|
$
|
1,867,711
|
|
Third-party customers
|
|
—
|
|
|
82,327
|
|
|
43
|
|
|
(224
|
)
|
|
82,146
|
|
|||||
|
|
—
|
|
|
1,359,801
|
|
|
632,640
|
|
|
(42,584
|
)
|
|
1,949,857
|
|
|||||
Cost of goods sold
|
|
—
|
|
|
1,388,400
|
|
|
564,380
|
|
|
(44,236
|
)
|
|
1,908,544
|
|
|||||
Gross profit (loss)
|
|
—
|
|
|
(28,599
|
)
|
|
68,260
|
|
|
1,652
|
|
|
41,313
|
|
|||||
Selling, general and administrative expenses
|
|
28,000
|
|
|
8,798
|
|
|
5,317
|
|
|
—
|
|
|
42,115
|
|
|||||
Ravenswood impairment
|
|
—
|
|
|
—
|
|
|
30,850
|
|
|
—
|
|
|
30,850
|
|
|||||
Other operating expense - net
|
|
—
|
|
|
—
|
|
|
7,436
|
|
|
—
|
|
|
7,436
|
|
|||||
Operating income (loss)
|
|
(28,000
|
)
|
|
(37,397
|
)
|
|
24,657
|
|
|
1,652
|
|
|
(39,088
|
)
|
|||||
Interest expense - third parties
|
|
(20,201
|
)
|
|
(1,567
|
)
|
|
(186
|
)
|
|
—
|
|
|
(21,954
|
)
|
|||||
Interest income (expense) - affiliates
|
|
37,626
|
|
|
—
|
|
|
(37,626
|
)
|
|
—
|
|
|
—
|
|
|||||
Interest income - third parties
|
|
65
|
|
|
4
|
|
|
270
|
|
|
—
|
|
|
339
|
|
|||||
Net gain on forward and derivative contracts
|
|
—
|
|
|
1,411
|
|
|
189
|
|
|
—
|
|
|
1,600
|
|
|||||
Unrealized gain on fair value of contingent consideration
|
|
—
|
|
|
18,337
|
|
|
—
|
|
|
—
|
|
|
18,337
|
|
|||||
Other income (expense) - net
|
|
1,356
|
|
|
(658
|
)
|
|
2,356
|
|
|
(3,410
|
)
|
|
(356
|
)
|
|||||
Loss before income taxes and equity in earnings (loss) of joint ventures
|
|
(9,154
|
)
|
|
(19,870
|
)
|
|
(10,340
|
)
|
|
(1,758
|
)
|
|
(41,122
|
)
|
|||||
Income tax benefit (expense)
|
|
2,140
|
|
|
—
|
|
|
(11,416
|
)
|
|
—
|
|
|
(9,276
|
)
|
|||||
Loss before equity in earnings (loss) of joint ventures
|
|
(7,014
|
)
|
|
(19,870
|
)
|
|
(21,756
|
)
|
|
(1,758
|
)
|
|
(50,398
|
)
|
|||||
BHH impairment
|
|
—
|
|
|
—
|
|
|
(11,584
|
)
|
|
—
|
|
|
(11,584
|
)
|
|||||
Equity in earnings (loss) of joint ventures
|
|
(52,296
|
)
|
|
—
|
|
|
2,672
|
|
|
52,296
|
|
|
2,672
|
|
|||||
Net loss
|
|
$
|
(59,310
|
)
|
|
$
|
(19,870
|
)
|
|
$
|
(30,668
|
)
|
|
$
|
50,538
|
|
|
$
|
(59,310
|
)
|
Other comprehensive income (loss) before income tax effect
|
|
6,568
|
|
|
14,754
|
|
|
(1,114
|
)
|
|
(13,640
|
)
|
|
6,568
|
|
|||||
Income tax effect
|
|
(1,536
|
)
|
|
—
|
|
|
33
|
|
|
(33
|
)
|
|
(1,536
|
)
|
|||||
Other comprehensive income (loss)
|
|
5,032
|
|
|
14,754
|
|
|
(1,081
|
)
|
|
(13,673
|
)
|
|
5,032
|
|
|||||
Total comprehensive loss
|
|
$
|
(54,278
|
)
|
|
$
|
(5,116
|
)
|
|
$
|
(31,749
|
)
|
|
$
|
36,865
|
|
|
$
|
(54,278
|
)
|
|
|
Condensed Consolidating Statements of Comprehensive Income (Loss)
|
||||||||||||||||||
|
|
For the year ended December 31, 2014
|
||||||||||||||||||
|
|
The Company
|
|
Combined Guarantor Subsidiaries
|
|
Combined Non-Guarantor Subsidiaries
|
|
Consolidating Adjustments
|
|
Total Consolidated
|
||||||||||
NET SALES:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Related parties
|
|
$
|
—
|
|
|
$
|
715,796
|
|
|
$
|
625,076
|
|
|
$
|
(78,771
|
)
|
|
$
|
1,262,101
|
|
Third-party customers
|
|
—
|
|
|
669,466
|
|
|
31
|
|
|
(556
|
)
|
|
668,941
|
|
|||||
|
|
—
|
|
|
1,385,262
|
|
|
625,107
|
|
|
(79,327
|
)
|
|
1,931,042
|
|
|||||
Cost of goods sold
|
|
—
|
|
|
1,282,194
|
|
|
522,543
|
|
|
(75,494
|
)
|
|
1,729,243
|
|
|||||
Gross profit
|
|
—
|
|
|
103,068
|
|
|
102,564
|
|
|
(3,833
|
)
|
|
201,799
|
|
|||||
Selling, general and administrative expenses
|
|
32,840
|
|
|
11,353
|
|
|
5,002
|
|
|
—
|
|
|
49,195
|
|
|||||
Other operating expense - net
|
|
—
|
|
|
—
|
|
|
12,481
|
|
|
—
|
|
|
12,481
|
|
|||||
Operating income (loss)
|
|
(32,840
|
)
|
|
91,715
|
|
|
85,081
|
|
|
(3,833
|
)
|
|
140,123
|
|
|||||
Interest expense - third parties
|
|
(20,228
|
)
|
|
(1,555
|
)
|
|
(232
|
)
|
|
—
|
|
|
(22,015
|
)
|
|||||
Interest income (expense) - affiliates
|
|
43,688
|
|
|
—
|
|
|
(43,688
|
)
|
|
—
|
|
|
—
|
|
|||||
Interest income - third parties
|
|
15
|
|
|
—
|
|
|
286
|
|
|
—
|
|
|
301
|
|
|||||
Net gain (loss) on forward and derivative contracts
|
|
(1,080
|
)
|
|
1,259
|
|
|
—
|
|
|
—
|
|
|
179
|
|
|||||
Unrealized gain on fair value of contingent consideration
|
|
—
|
|
|
7,943
|
|
|
—
|
|
|
—
|
|
|
7,943
|
|
|||||
Gain on remeasurement of equity investment
|
|
—
|
|
|
15,955
|
|
|
—
|
|
|
—
|
|
|
15,955
|
|
|||||
Other income (expense) - net
|
|
518
|
|
|
(459
|
)
|
|
4,564
|
|
|
(3,632
|
)
|
|
991
|
|
|||||
Income (loss) before income taxes and equity in earnings of joint ventures
|
|
(9,927
|
)
|
|
114,858
|
|
|
46,011
|
|
|
(7,465
|
)
|
|
143,477
|
|
|||||
Income tax expense
|
|
(4,777
|
)
|
|
(493
|
)
|
|
(13,211
|
)
|
|
173
|
|
|
(18,308
|
)
|
|||||
Income (loss) before equity in earnings of joint ventures
|
|
(14,704
|
)
|
|
114,365
|
|
|
32,800
|
|
|
(7,292
|
)
|
|
125,169
|
|
|||||
Equity in earnings of joint ventures
|
|
141,178
|
|
|
—
|
|
|
1,305
|
|
|
(141,178
|
)
|
|
1,305
|
|
|||||
Net income
|
|
$
|
126,474
|
|
|
$
|
114,365
|
|
|
$
|
34,105
|
|
|
$
|
(148,470
|
)
|
|
$
|
126,474
|
|
Other comprehensive loss before income tax effect
|
|
(24,022
|
)
|
|
(28,955
|
)
|
|
(2,662
|
)
|
|
18,967
|
|
|
(36,672
|
)
|
|||||
Income tax effect
|
|
(1,829
|
)
|
|
—
|
|
|
33
|
|
|
(33
|
)
|
|
(1,829
|
)
|
|||||
Other comprehensive loss
|
|
(25,851
|
)
|
|
(28,955
|
)
|
|
(2,629
|
)
|
|
18,934
|
|
|
(38,501
|
)
|
|||||
Total comprehensive income
|
|
$
|
100,623
|
|
|
$
|
85,410
|
|
|
$
|
31,476
|
|
|
$
|
(129,536
|
)
|
|
$
|
87,973
|
|
|
|
Condensed Consolidating Statements of Comprehensive Income (Loss)
|
||||||||||||||||||
|
|
For the year ended December 31, 2013
|
||||||||||||||||||
|
|
The Company
|
|
Combined Guarantor Subsidiaries
|
|
Combined Non-Guarantor Subsidiaries
|
|
Consolidating Adjustments
|
|
Total Consolidated
|
||||||||||
NET SALES:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Related parties
|
|
$
|
—
|
|
|
$
|
270,314
|
|
|
$
|
244,680
|
|
|
$
|
(3,943
|
)
|
|
$
|
511,051
|
|
Third-party customers
|
|
—
|
|
|
752,808
|
|
|
191,495
|
|
|
(1,041
|
)
|
|
943,262
|
|
|||||
|
|
—
|
|
|
1,023,122
|
|
|
436,175
|
|
|
(4,984
|
)
|
|
1,454,313
|
|
|||||
Cost of goods sold
|
|
—
|
|
|
1,061,597
|
|
|
358,124
|
|
|
(4,931
|
)
|
|
1,414,790
|
|
|||||
Gross profit (loss)
|
|
—
|
|
|
(38,475
|
)
|
|
78,051
|
|
|
(53
|
)
|
|
39,523
|
|
|||||
Selling, general and administrative expenses
|
|
40,831
|
|
|
10,456
|
|
|
16,190
|
|
|
—
|
|
|
67,477
|
|
|||||
Other operating expense - net
|
|
—
|
|
|
—
|
|
|
8,602
|
|
|
—
|
|
|
8,602
|
|
|||||
Operating income (loss)
|
|
(40,831
|
)
|
|
(48,931
|
)
|
|
53,259
|
|
|
(53
|
)
|
|
(36,556
|
)
|
|||||
Interest expense - third parties
|
|
(21,543
|
)
|
|
(1,510
|
)
|
|
(38
|
)
|
|
—
|
|
|
(23,091
|
)
|
|||||
Interest income (expense) - affiliates
|
|
48,126
|
|
|
—
|
|
|
(48,126
|
)
|
|
—
|
|
|
—
|
|
|||||
Interest income - third parties
|
|
27
|
|
|
6
|
|
|
695
|
|
|
—
|
|
|
728
|
|
|||||
Net gain on forward and derivative contracts
|
|
140
|
|
|
16,458
|
|
|
—
|
|
|
—
|
|
|
16,598
|
|
|||||
Gain on bargain purchase
|
|
—
|
|
|
5,253
|
|
|
—
|
|
|
—
|
|
|
5,253
|
|
|||||
Loss on early extinguishment of debt
|
|
(3,272
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(3,272
|
)
|
|||||
Other income (expense) - net
|
|
138,548
|
|
|
(113
|
)
|
|
94
|
|
|
(138,033
|
)
|
|
496
|
|
|||||
Income (loss) before income taxes and equity in earnings (loss) of joint ventures
|
|
121,195
|
|
|
(28,837
|
)
|
|
5,884
|
|
|
(138,086
|
)
|
|
(39,844
|
)
|
|||||
Income tax benefit (expense)
|
|
(3,386
|
)
|
|
—
|
|
|
255
|
|
|
—
|
|
|
(3,131
|
)
|
|||||
Income (loss) before equity in earnings (loss) of joint ventures
|
|
117,809
|
|
|
(28,837
|
)
|
|
6,139
|
|
|
(138,086
|
)
|
|
(42,975
|
)
|
|||||
Equity in earnings (loss) of joint ventures
|
|
(158,122
|
)
|
|
—
|
|
|
2,662
|
|
|
158,122
|
|
|
2,662
|
|
|||||
Net income (loss)
|
|
$
|
(40,313
|
)
|
|
$
|
(28,837
|
)
|
|
$
|
8,801
|
|
|
$
|
20,036
|
|
|
$
|
(40,313
|
)
|
Other comprehensive income before income tax effect
|
|
60,924
|
|
|
31,258
|
|
|
22,634
|
|
|
(53,892
|
)
|
|
60,924
|
|
|||||
Income tax effect
|
|
(1,564
|
)
|
|
—
|
|
|
33
|
|
|
(33
|
)
|
|
(1,564
|
)
|
|||||
Other comprehensive income
|
|
59,360
|
|
|
31,258
|
|
|
22,667
|
|
|
(53,925
|
)
|
|
59,360
|
|
|||||
Total comprehensive income
|
|
$
|
19,047
|
|
|
$
|
2,421
|
|
|
$
|
31,468
|
|
|
$
|
(33,889
|
)
|
|
$
|
19,047
|
|
|
|
Condensed Consolidating Balance Sheet
|
||||||||||||||||||
|
|
As of December 31, 2015
|
||||||||||||||||||
|
|
The Company
|
|
Combined Guarantor Subsidiaries
|
|
Combined Non-Guarantor Subsidiaries
|
|
Consolidating Adjustments
|
|
Total Consolidated
|
||||||||||
Cash & cash equivalents
|
|
$
|
58,421
|
|
|
$
|
(3,647
|
)
|
|
$
|
60,619
|
|
|
$
|
—
|
|
|
$
|
115,393
|
|
Restricted cash
|
|
—
|
|
|
791
|
|
|
—
|
|
|
—
|
|
|
791
|
|
|||||
Accounts receivable - net
|
|
104
|
|
|
8,891
|
|
|
480
|
|
|
—
|
|
|
9,475
|
|
|||||
Due from affiliates
|
|
13
|
|
|
14,493
|
|
|
2,911
|
|
|
—
|
|
|
17,417
|
|
|||||
Inventories
|
|
180
|
|
|
148,280
|
|
|
85,937
|
|
|
(2,525
|
)
|
|
231,872
|
|
|||||
Prepaid and other current assets
|
|
7,713
|
|
|
16,242
|
|
|
18,457
|
|
|
—
|
|
|
42,412
|
|
|||||
Assets held for sale
|
|
—
|
|
|
—
|
|
|
30,697
|
|
|
—
|
|
|
30,697
|
|
|||||
Total current assets
|
|
66,431
|
|
|
185,050
|
|
|
199,101
|
|
|
(2,525
|
)
|
|
448,057
|
|
|||||
Property, plant and equipment - net
|
|
9,188
|
|
|
361,626
|
|
|
861,442
|
|
|
—
|
|
|
1,232,256
|
|
|||||
Investment in subsidiaries
|
|
593,604
|
|
|
—
|
|
|
—
|
|
|
(593,604
|
)
|
|
—
|
|
|||||
Due from affiliates - less current portion
|
|
632,170
|
|
|
—
|
|
|
—
|
|
|
(632,170
|
)
|
|
—
|
|
|||||
Other assets
|
|
29,536
|
|
|
19,153
|
|
|
16,047
|
|
|
7,419
|
|
|
72,155
|
|
|||||
TOTAL
|
|
$
|
1,330,929
|
|
|
$
|
565,829
|
|
|
$
|
1,076,590
|
|
|
$
|
(1,220,880
|
)
|
|
$
|
1,752,468
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Accounts payable, trade
|
|
$
|
2,380
|
|
|
$
|
53,145
|
|
|
$
|
34,964
|
|
|
$
|
—
|
|
|
$
|
90,489
|
|
Due to affiliates
|
|
2,143
|
|
|
7,167
|
|
|
735
|
|
|
—
|
|
|
10,045
|
|
|||||
Accrued and other current liabilities
|
|
11,247
|
|
|
14,759
|
|
|
22,816
|
|
|
—
|
|
|
48,822
|
|
|||||
Accrued employee benefits costs
|
|
1,824
|
|
|
7,644
|
|
|
680
|
|
|
—
|
|
|
10,148
|
|
|||||
Industrial revenue bonds
|
|
—
|
|
|
7,815
|
|
|
—
|
|
|
—
|
|
|
7,815
|
|
|||||
Total current liabilities
|
|
17,594
|
|
|
90,530
|
|
|
59,195
|
|
|
—
|
|
|
167,319
|
|
|||||
Senior notes payable
|
|
247,278
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
247,278
|
|
|||||
Accrued pension benefits costs cost - less current portion
|
|
39,831
|
|
|
(11,021
|
)
|
|
15,189
|
|
|
—
|
|
|
43,999
|
|
|||||
Accrued postretirement benefits costs - less current portion
|
|
4,524
|
|
|
119,911
|
|
|
1,564
|
|
|
—
|
|
|
125,999
|
|
|||||
Other liabilities
|
|
3,307
|
|
|
30,505
|
|
|
11,779
|
|
|
7,418
|
|
|
53,009
|
|
|||||
Intercompany loan
|
|
—
|
|
|
124,518
|
|
|
509,652
|
|
|
(634,170
|
)
|
|
—
|
|
|||||
Deferred taxes
|
|
—
|
|
|
—
|
|
|
96,994
|
|
|
—
|
|
|
96,994
|
|
|||||
Total noncurrent liabilities
|
|
294,940
|
|
|
263,913
|
|
|
635,178
|
|
|
(626,752
|
)
|
|
567,279
|
|
|||||
Series A Preferred stock
|
|
1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1
|
|
|||||
Common stock
|
|
942
|
|
|
—
|
|
|
224,424
|
|
|
(224,424
|
)
|
|
942
|
|
|||||
Additional paid-in capital
|
|
2,513,631
|
|
|
191,023
|
|
|
2,038,138
|
|
|
(2,229,161
|
)
|
|
2,513,631
|
|
|||||
Treasury stock, at cost
|
|
(86,276
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(86,276
|
)
|
|||||
Accumulated other comprehensive loss
|
|
(13,125
|
)
|
|
(60,026
|
)
|
|
(39,499
|
)
|
|
—
|
|
|
(112,650
|
)
|
|||||
Accumulated deficit
|
|
(1,396,778
|
)
|
|
80,389
|
|
|
(1,840,846
|
)
|
|
1,859,457
|
|
|
(1,297,778
|
)
|
|||||
Total shareholder's equity
|
|
1,018,395
|
|
|
211,386
|
|
|
382,217
|
|
|
(594,128
|
)
|
|
1,017,870
|
|
|||||
TOTAL
|
|
$
|
1,330,929
|
|
|
$
|
565,829
|
|
|
$
|
1,076,590
|
|
|
$
|
(1,220,880
|
)
|
|
$
|
1,752,468
|
|
|
|
Condensed Consolidating Balance Sheet
|
||||||||||||||||||
|
|
As of December 31, 2014
|
||||||||||||||||||
|
|
The Company
|
|
Combined Guarantor Subsidiaries
|
|
Combined Non-Guarantor Subsidiaries
|
|
Consolidating Adjustments
|
|
Total Consolidated
|
||||||||||
Cash & cash equivalents
|
|
$
|
70,683
|
|
|
$
|
(1,187
|
)
|
|
$
|
93,746
|
|
|
$
|
—
|
|
|
$
|
163,242
|
|
Restricted cash
|
|
—
|
|
|
787
|
|
|
14
|
|
|
—
|
|
|
801
|
|
|||||
Accounts receivable - net
|
|
—
|
|
|
77,173
|
|
|
494
|
|
|
—
|
|
|
77,667
|
|
|||||
Due from affiliates
|
|
9
|
|
|
30,126
|
|
|
1,368
|
|
|
—
|
|
|
31,503
|
|
|||||
Inventories
|
|
180
|
|
|
192,803
|
|
|
80,194
|
|
|
10,303
|
|
|
283,480
|
|
|||||
Prepaid and other current assets
|
|
4,311
|
|
|
10,199
|
|
|
13,393
|
|
|
1,865
|
|
|
29,768
|
|
|||||
Deferred taxes
|
|
—
|
|
|
14,281
|
|
|
—
|
|
|
—
|
|
|
14,281
|
|
|||||
Total current assets
|
|
75,183
|
|
|
324,182
|
|
|
189,209
|
|
|
12,168
|
|
|
600,742
|
|
|||||
Property, plant and equipment - net
|
|
1,788
|
|
|
380,234
|
|
|
923,961
|
|
|
(440
|
)
|
|
1,305,543
|
|
|||||
Investment in subsidiaries
|
|
589,532
|
|
|
—
|
|
|
—
|
|
|
(589,532
|
)
|
|
—
|
|
|||||
Due from affiliates - less current portion
|
|
719,258
|
|
|
—
|
|
|
—
|
|
|
(719,258
|
)
|
|
—
|
|
|||||
Other assets
|
|
31,233
|
|
|
33,422
|
|
|
48,553
|
|
|
5,565
|
|
|
118,773
|
|
|||||
TOTAL
|
|
$
|
1,416,994
|
|
|
$
|
737,838
|
|
|
$
|
1,161,723
|
|
|
$
|
(1,291,497
|
)
|
|
$
|
2,025,058
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Accounts payable, trade
|
|
$
|
2,252
|
|
|
$
|
109,376
|
|
|
$
|
38,124
|
|
|
$
|
1,691
|
|
|
$
|
151,443
|
|
Due to affiliates
|
|
—
|
|
|
18,730
|
|
|
3,531
|
|
|
—
|
|
|
22,261
|
|
|||||
Accrued and other current liabilities
|
|
13,048
|
|
|
64,104
|
|
|
22,817
|
|
|
3,838
|
|
|
103,807
|
|
|||||
Accrued employee benefits costs
|
|
1,823
|
|
|
7,805
|
|
|
531
|
|
|
—
|
|
|
10,159
|
|
|||||
Industrial revenue bonds
|
|
—
|
|
|
7,815
|
|
|
—
|
|
|
—
|
|
|
7,815
|
|
|||||
Total current liabilities
|
|
17,123
|
|
|
207,830
|
|
|
65,003
|
|
|
5,529
|
|
|
295,485
|
|
|||||
Senior notes payable
|
|
246,888
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
246,888
|
|
|||||
Accrued pension benefits costs cost - less current portion
|
|
32,136
|
|
|
13,942
|
|
|
13,828
|
|
|
—
|
|
|
59,906
|
|
|||||
Accrued postretirement benefits costs - less current portion
|
|
5,821
|
|
|
145,267
|
|
|
1,806
|
|
|
—
|
|
|
152,894
|
|
|||||
Other liabilities
|
|
3,630
|
|
|
32,035
|
|
|
11,963
|
|
|
5,644
|
|
|
53,272
|
|
|||||
Intercompany loan
|
|
—
|
|
|
164,610
|
|
|
542,259
|
|
|
(706,869
|
)
|
|
—
|
|
|||||
Deferred taxes
|
|
—
|
|
|
—
|
|
|
111,486
|
|
|
—
|
|
|
111,486
|
|
|||||
Total noncurrent liabilities
|
|
288,475
|
|
|
355,854
|
|
|
681,342
|
|
|
(701,225
|
)
|
|
624,446
|
|
|||||
Series A Preferred stock
|
|
1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1
|
|
|||||
Common stock
|
|
939
|
|
|
—
|
|
|
215,424
|
|
|
(215,424
|
)
|
|
939
|
|
|||||
Additional paid-in capital
|
|
2,510,261
|
|
|
150,861
|
|
|
2,136,138
|
|
|
(2,286,999
|
)
|
|
2,510,261
|
|
|||||
Treasury stock, at cost
|
|
(49,924
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(49,924
|
)
|
|||||
Accumulated other comprehensive loss
|
|
(4,484
|
)
|
|
(74,780
|
)
|
|
(38,418
|
)
|
|
—
|
|
|
(117,682
|
)
|
|||||
Accumulated deficit
|
|
(1,345,397
|
)
|
|
98,073
|
|
|
(1,897,766
|
)
|
|
1,906,622
|
|
|
(1,238,468
|
)
|
|||||
Total shareholder's equity
|
|
1,111,396
|
|
|
174,154
|
|
|
415,378
|
|
|
(595,801
|
)
|
|
1,105,127
|
|
|||||
TOTAL
|
|
$
|
1,416,994
|
|
|
$
|
737,838
|
|
|
$
|
1,161,723
|
|
|
$
|
(1,291,497
|
)
|
|
$
|
2,025,058
|
|
|
|
Condensed Consolidating Statement of Cash Flows
|
||||||||||||||||||
|
|
For the year ended December 31, 2015
|
||||||||||||||||||
|
|
The Company
|
|
Combined Guarantor Subsidiaries
|
|
Combined Non-Guarantor Subsidiaries
|
|
Consolidating Adjustments
|
|
Total Consolidated
|
||||||||||
Net cash provided by operating activities
|
|
$
|
25,423
|
|
|
$
|
30,890
|
|
|
$
|
65,085
|
|
|
$
|
(89,532
|
)
|
|
$
|
31,866
|
|
Purchase of property, plant and equipment
|
|
(8,574
|
)
|
|
(21,477
|
)
|
|
(24,209
|
)
|
|
(440
|
)
|
|
(54,700
|
)
|
|||||
Purchase of remaining interest in Mt. Holly smelter
|
|
11,313
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
11,313
|
|
|||||
Proceeds from sale of property, plant and equipment
|
|
—
|
|
|
14
|
|
|
—
|
|
|
—
|
|
|
14
|
|
|||||
Restricted and other cash deposits
|
|
—
|
|
|
(4
|
)
|
|
14
|
|
|
—
|
|
|
10
|
|
|||||
Intercompany transactions
|
|
(4,072
|
)
|
|
—
|
|
|
—
|
|
|
4,072
|
|
|
—
|
|
|||||
Net cash used in investing activities
|
|
(1,333
|
)
|
|
(21,467
|
)
|
|
(24,195
|
)
|
|
3,632
|
|
|
(43,363
|
)
|
|||||
Borrowings under revolving credit facilities
|
|
1,737
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,737
|
|
|||||
Repayments under revolving credit facilities
|
|
(1,737
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,737
|
)
|
|||||
Repurchase of common stock
|
|
(36,352
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(36,352
|
)
|
|||||
Intercompany transactions
|
|
—
|
|
|
(11,883
|
)
|
|
(74,017
|
)
|
|
85,900
|
|
|
—
|
|
|||||
Net cash used in financing activities
|
|
(36,352
|
)
|
|
(11,883
|
)
|
|
(74,017
|
)
|
|
85,900
|
|
|
(36,352
|
)
|
|||||
CHANGE IN CASH AND CASH EQUIVALENTS
|
|
(12,262
|
)
|
|
(2,460
|
)
|
|
(33,127
|
)
|
|
—
|
|
|
(47,849
|
)
|
|||||
Cash and cash equivalents, beginning of year
|
|
70,683
|
|
|
(1,187
|
)
|
|
93,746
|
|
|
—
|
|
|
163,242
|
|
|||||
Cash and cash equivalents, end of year
|
|
$
|
58,421
|
|
|
$
|
(3,647
|
)
|
|
$
|
60,619
|
|
|
$
|
—
|
|
|
$
|
115,393
|
|
|
|
Condensed Consolidating Statement of Cash Flows
|
||||||||||||||||||
|
|
For the year ended December 31, 2014
|
||||||||||||||||||
|
|
The Company
|
|
Combined Guarantor Subsidiaries
|
|
Combined Non-Guarantor Subsidiaries
|
|
Consolidating Adjustments
|
|
Total Consolidated
|
||||||||||
Net cash provided by operating activities
|
|
$
|
92,338
|
|
|
$
|
40,711
|
|
|
$
|
139,896
|
|
|
$
|
(65,265
|
)
|
|
$
|
207,680
|
|
Purchase of property, plant and equipment
|
|
(587
|
)
|
|
(22,939
|
)
|
|
(31,603
|
)
|
|
3
|
|
|
(55,126
|
)
|
|||||
Purchase of Sebree smelter
|
|
(1,042
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,042
|
)
|
|||||
Purchase of remaining interest in Mt. Holly smelter
|
|
(65,100
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(65,100
|
)
|
|||||
Proceeds from sale of property, plant and equipment
|
|
—
|
|
|
—
|
|
|
46
|
|
|
—
|
|
|
46
|
|
|||||
Restricted and other cash deposits
|
|
—
|
|
|
—
|
|
|
896
|
|
|
—
|
|
|
896
|
|
|||||
Net cash used in investing activities
|
|
(66,729
|
)
|
|
(22,939
|
)
|
|
(30,661
|
)
|
|
3
|
|
|
(120,326
|
)
|
|||||
Repayment of debt
|
|
(2,603
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(2,603
|
)
|
|||||
Borrowings under revolving credit facilities
|
|
92,423
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
92,423
|
|
|||||
Repayments under revolving credit facilities
|
|
(92,423
|
)
|
|
—
|
|
|
(6,000
|
)
|
|
—
|
|
|
(98,423
|
)
|
|||||
Issuance of common stock
|
|
403
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
403
|
|
|||||
Intercompany transactions
|
|
—
|
|
|
(17,801
|
)
|
|
(47,461
|
)
|
|
65,262
|
|
|
—
|
|
|||||
Net cash used in financing activities
|
|
(2,200
|
)
|
|
(17,801
|
)
|
|
(53,461
|
)
|
|
65,262
|
|
|
(8,200
|
)
|
|||||
CHANGE IN CASH AND CASH EQUIVALENTS
|
|
23,409
|
|
|
(29
|
)
|
|
55,774
|
|
|
—
|
|
|
79,154
|
|
|||||
Cash and cash equivalents, beginning of year
|
|
47,274
|
|
|
(1,158
|
)
|
|
37,972
|
|
|
—
|
|
|
84,088
|
|
|||||
Cash and cash equivalents, end of year
|
|
$
|
70,683
|
|
|
$
|
(1,187
|
)
|
|
$
|
93,746
|
|
|
$
|
—
|
|
|
$
|
163,242
|
|
|
|
Condensed Consolidating Statement of Cash Flows
|
||||||||||||||||||
|
|
For the year ended December 31, 2013
|
||||||||||||||||||
|
|
The Company
|
|
Combined Guarantor Subsidiaries
|
|
Combined Non-Guarantor Subsidiaries
|
|
Consolidating Adjustments
|
|
Total Consolidated
|
||||||||||
Net cash provided by (used in) operating activities
|
|
$
|
30,462
|
|
|
$
|
(70,217
|
)
|
|
$
|
82,776
|
|
|
$
|
(23,303
|
)
|
|
$
|
19,718
|
|
Purchase of property, plant and equipment
|
|
(1,229
|
)
|
|
(17,199
|
)
|
|
(49,649
|
)
|
|
—
|
|
|
(68,077
|
)
|
|||||
Purchase of Sebree smelter
|
|
(48,058
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(48,058
|
)
|
|||||
Investments and advances to joint ventures
|
|
(125
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(125
|
)
|
|||||
Proceeds from sale of property, plant and equipment
|
|
—
|
|
|
14
|
|
|
511
|
|
|
—
|
|
|
525
|
|
|||||
Restricted and other cash deposits
|
|
—
|
|
|
(787
|
)
|
|
(652
|
)
|
|
—
|
|
|
(1,439
|
)
|
|||||
Net cash used in investing activities
|
|
(49,412
|
)
|
|
(17,972
|
)
|
|
(49,790
|
)
|
|
—
|
|
|
(117,174
|
)
|
|||||
Repayment of debt
|
|
(249,604
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(249,604
|
)
|
|||||
Proceeds from issuance of debt
|
|
246,330
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
246,330
|
|
|||||
Borrowings under revolving credit facilities
|
|
16,725
|
|
|
—
|
|
|
6,000
|
|
|
—
|
|
|
22,725
|
|
|||||
Repayments under revolving credit facilities
|
|
(16,725
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(16,725
|
)
|
|||||
Debt issuance costs
|
|
(3,994
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(3,994
|
)
|
|||||
Debt retirement costs
|
|
(1,208
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,208
|
)
|
|||||
Issuance of common stock
|
|
44
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
44
|
|
|||||
Intercompany transactions
|
|
—
|
|
|
87,718
|
|
|
(111,021
|
)
|
|
23,303
|
|
|
—
|
|
|||||
Net cash provided by (used in) financing activities
|
|
(8,432
|
)
|
|
87,718
|
|
|
(105,021
|
)
|
|
23,303
|
|
|
(2,432
|
)
|
|||||
CHANGE IN CASH AND CASH EQUIVALENTS
|
|
(27,382
|
)
|
|
(471
|
)
|
|
(72,035
|
)
|
|
—
|
|
|
(99,888
|
)
|
|||||
Cash and cash equivalents, beginning of year
|
|
74,656
|
|
|
(687
|
)
|
|
110,007
|
|
|
—
|
|
|
183,976
|
|
|||||
Cash and cash equivalents, end of year
|
|
$
|
47,274
|
|
|
$
|
(1,158
|
)
|
|
$
|
37,972
|
|
|
$
|
—
|
|
|
$
|
84,088
|
|
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.
|
10-K
|
001-34474
|
March 2, 2015
|
|
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.
|
10-K
|
001-34474
|
March 2, 2015
|
|
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.
|
10-K
|
001-34474
|
March 2, 2015
|
|
10.6
|
Fifth Amendment dated as of June 26, 2015, among Century Aluminum Company, Century Aluminum of South Carolina, 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
|
June 30, 2015
|
|
10.7
|
Sixth Amendment dated as of December 31, 2015, among Century Aluminum Company, Century Aluminum of South Carolina, 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
|
10.8
|
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
|
|
10.9
|
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
|
|
10.10
|
Committed Revolving Credit Facility, dated November 27, 2013, between Nordural Grundartangi ehf, as borrower, and Landsbankinn hf.
|
10-K
|
001-34474
|
March 14, 2014
|
|
10.11
|
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
|
|
10.12
|
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
|
|
10.13
|
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
|
|
10.14
|
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
|
|
10.15
|
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
|
|
10.16
|
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
|
|
10.17
|
Amended and Restated Aluminum Purchase Agreement, dated as of February 23, 2015, by and between Century Aluminum Company, NSA General Partnership, Century Aluminum Sebree LLC, Century Aluminum of South Carolina, Inc., Century Aluminum of West Virginia, Inc. and Glencore Ltd.**
|
10-Q
|
001-34474
|
April 30, 2015
|
|
10.18
|
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
|
|
10.19
|
Century Aluminum Company Amended and Restated Executive Severance Plan, adopted June 23, 2014.*
|
8-K
|
001-34474
|
June 27, 2014
|
|
10.20
|
Century Aluminum Company Amended and Restated Supplemental Retirement Income Benefit Plan.*
|
10-Q
|
000-27918
|
August 10, 2009
|
|
10.21
|
First Amendment of the Century Aluminum Company Amended and Restated Supplemental Retirement Income Benefit Plan.*
|
10-K
|
001-34474
|
March 16, 2010
|
|
10.22
|
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
|
|
10.23
|
Century Aluminum Company Incentive Compensation Plan (Amended and Restated Effective January 1, 2008).*
|
10-K
|
001-34474
|
March 2, 2015
|
|
10.24
|
Century Aluminum Company Amended and Restated 1996 Stock Incentive Plan.*
|
8-K
|
001-34474
|
March 25, 2013
|
|
10.25
|
Century Aluminum Company Amended and Restated Stock Incentive Plan, adopted June 23, 2014.*
|
8-K
|
001-34474
|
June 27, 2014
|
|
10.26
|
Century Aluminum Company Amended and Restated Long-Term Incentive Plan.*
|
8-K
|
001-34474
|
March 25, 2013
|
|
10.27
|
Century Aluminum Company Amended and Restated Long-Term Incentive Plan, adopted June 23, 2014.*
|
8-K
|
001-34474
|
June 27, 2014
|
|
10.28
|
Century Aluminum Company Restoration Plan, adopted December 8, 2015.*
|
8-K
|
001-34474
|
December 14, 2015
|
|
10.29
|
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
|
|
10.30
|
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
|
|
|
|
Century Aluminum Company
|
|
By:
|
/s/ MICHAEL A. BLESS
|
|
|
Michael A. Bless
|
|
|
President and Chief Executive Officer (Principal Executive Officer)
|
|
Dated:
|
March 4, 2016
|
|
|
|
Signature
|
Title
|
Date
|
|
|
|
|
|
/s/ MICHAEL A. BLESS
|
|
President and Chief Executive Officer and Director (Principal Executive Officer)
|
March 4, 2016
|
Michael A. Bless
|
|||
|
|
|
|
*
|
|
Chairman
|
March 4, 2016
|
Terence Wilkinson
|
|||
|
|
|
|
*
|
|
Director
|
March 4, 2016
|
Jarl Berntzen
|
|||
|
|
|
|
*
|
|
Director
|
March 4, 2016
|
Errol Glasser
|
|||
|
|
|
|
*
|
|
Director
|
March 4, 2016
|
Daniel Goldberg
|
|||
|
|
|
|
/s/ RICK T. DILLON
|
|
Executive Vice President and Chief Financial Officer (Principal Financial Officer)
|
March 4, 2016
|
Rick T. Dillon
|
|||
|
|
|
|
/s/ STEPHEN K. HEYROTH
|
|
Vice President and Chief Accounting Officer (Principal Accounting Officer)
|
March 4, 2016
|
Stephen K. Heyroth
|
|
||
|
|
|
|
*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, 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
|
|
Year ended December 31, 2015
|
|
|
|
|
|
||||||||||
Allowance for doubtful trade accounts receivable
|
$
|
1,000
|
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
$
|
1,000
|
|
Deferred tax asset - valuation allowance
|
$
|
748,283
|
|
$
|
—
|
|
$
|
20,481
|
|
$
|
—
|
|
$
|
768,764
|
|
BORROWERS:
CENTURY ALUMINUM COMPANY |
||
By:
|
/s/ MICHELLE HARRISON
|
|
|
Name:
|
Michelle Harrison
|
|
Title:
|
Treasurer
|
CENTURY ALUMINUM OF SOUTH CAROLINA, INC. (successor in interest to 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/ BRANDI WHITTINGTON
|
|
|
Name:
|
Brandi Whittington
|
|
Title:
|
VP, Authorized Signatory
|
CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH
, as a Lender
|
||
By:
|
/s/ CHRISTOPHER R. DAY
|
|
|
Name:
|
Christopher R. Day
|
|
Title:
|
Authorized Signatory
|
|
|
|
By:
|
/s/ STEPHAN DICKENMANN
|
|
|
Name:
|
Stephan Dickenmann
|
|
Title:
|
Authorized Signatory
|
BNP PARIBAS
, as a Lender
|
||
By:
|
/s/ FABIENNE MOIMAUX
|
|
|
Name:
|
Fabienne Moimaux
|
|
Title:
|
Metals & Mining EMEA
|
|
|
|
By:
|
/s/ GREGOIRE LEFORESTIER
|
|
|
Name:
|
Gregoire LeForestier
|
|
Title:
|
Director of Metals & Mining
|
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
|
1.
|
Time-Vesting Performance Share Units
.
|
(a)
|
Award
. The Company hereby awards to Participant _________ TVPSUs (the “Awarded TVPSUs”) pursuant to, and subject to all of the terms and conditions of, this Agreement and the Plan, each Awarded TVPSU represents the right to receive one share of the Company’s common stock.
|
(b)
|
Vesting and Payment.
|
i.
|
Said Awarded TVPSUs shall vest:
|
(a)
|
in four quarterly installments beginning on the Award Date and thereafter upon the completion of each consecutive three-month period of service as a member of the Board of Directors of the Company); or
|
(b)
|
if earlier, upon (1) a Change in Control, as hereinafter provided, or (2) the termination of Participant’s service as a Director of the Company due to Participant’s death or Disability, or (3) Participant’s reaching age 65, and, as of such age, Participant being a member of the Board of Directors of the Company.
|
ii.
|
Participant shall forfeit all opportunity to be vested in any then-unvested Awarded TVPSUs upon Participant’s termination of service as a member of the Board of Directors of the Company for any reason other than (1) a Change in Control, as hereinafter provided, or (2) Participant’s death or Disability; it being understood and agreed that any then-unvested Awarded TVPSUs shall in any event vest upon Participant’s reaching age 65, provided that, as of such age, Participant is a member of the Board of Directors of the Company.
|
iii.
|
All the vested TVPSUs will be settled in a single distribution for an equivalent number of shares of common stock of the Company as soon as practicable but no later than 2-1/2 months after the date of Participant’s termination of service as a member of the Board of Directors of the Company and its Subsidiaries, including termination by reason of death or Disability. Participant shall have only the rights of a general unsecured creditor of the Company with respect to amounts deferred pursuant to this Agreement.
|
2.
|
Change in Control
. Any provision of this Agreement to the contrary, notwithstanding, but subject to the following sentence, upon a Change in Control of the Company, Participant’s Awarded TVPSUs shall immediately vest and shall be settled as soon as practicable but not later than 2-1/2 months after the Change in Control (or within such other time period as may be required under Section 409A of the Code). Notwithstanding the preceding sentence, if Participant has elected to defer the settlement of Participant’s Awarded TVPSUs pursuant to this Agreement, or if Participant’s Awarded TVPSUs are otherwise subject to Section 409A of the Code, settlement shall not be accelerated unless the Change in Control satisfies the requirements for a change in the ownership or effective control of the Company, or a change in the ownership of a substantial portion of the assets of the Company, under Section 409A of the Code, as determined pursuant to Treasury Regulations or other applicable guidance issued under said Section 409A.
|
3.
|
Change in Common Stock or Corporate Structure
. Upon any stock dividend, stock split, combination or exchange of shares of common stock, recapitalization or other change in the capital structure of the Company, corporate separation or division (including, but not limited to, split-up, spin-off or distribution to Company stockholders other than a normal cash dividend), sale by the Company of all or a substantial portion of its assets, rights offering, merger, consolidation, reorganization or partial or complete liquidation, or any other corporate transaction or event having an effect similar to any of the foregoing, the number of Awarded TVPSUs granted hereunder shall be equitably and appropriately adjusted, and the securities subject to said Awarded TVPSUs shall be equitably and appropriately substituted for new securities or other consideration, as determined by the Committee (as defined in the Plan) in accordance with the provisions of the Plan. Any such adjustment made by the Committee shall be conclusive and binding upon Participant, the Company and all other interested persons.
|
4.
|
Designation of Beneficiaries.
On a form provided to the Company, Participant may designate a beneficiary or beneficiaries to receive, in the event of Participant’s death, all or part of any amounts to be distributed to Participant under this Agreement.
|
5.
|
Stock Certificates
. Upon settlement of Participant’s Awarded TVPSUs, the Company shall cause a stock certificate to be delivered or book entry to be made covering the appropriate number of shares
|
6.
|
Voting, Dividends
. Participant shall have no rights as a stockholder (including no rights to vote or receive dividends or distributions) with respect to any Awarded TVPSUs until Participant becomes a stockholder upon the settlement of such Awarded TVPSUs in accordance with the terms and conditions of this Agreement and the Plan. Notwithstanding the foregoing, Participant will be entitled to receive dividend equivalents with respect to the Awarded TVPSUs as provided in this Section 6. Upon an ordinary cash dividend on the shares of common stock of the Company the record date of which is prior to the settlement or forfeiture of any Awarded TVPSUs, the Company shall allocate for Participant an amount equal to the amount of such ordinary cash dividend multiplied by the number of Awarded TVPSUs, and the Company shall pay immediately to Participant any such amounts upon the vesting and settlement of the corresponding Awarded TVPSUs; provided that any rights to receive such amounts shall be forfeited upon the forfeiture of the corresponding Awarded TVPSUs.
|
7.
|
Data Privacy
. Participant hereby acknowledges that to perform its obligations under the Plan, the Company and its Subsidiaries may process sensitive personal data about Participant. Such data may include but are not limited to the information provided above, and any changes thereto, and other appropriate personal and financial data with respect to Participant. Participant hereby gives explicit consent to the Company to process any such data. The legal persons for whom such personal data are processed by the Company and any of its Subsidiaries and representatives, including stock brokers, stock record keepers or other consultants. Participant has been informed of his/her right of access and correction to his/her personal data by applying to the Company's director of human resources.
|
8.
|
Service Rights.
Participant may not assign or transfer his or her rights under this Agreement except as expressly provided under the Plan. This Agreement does not create a contract of employment between Participant and the Company or any of its Subsidiaries, and does not give Participant the right to be retained in the service of the Company or any of its Subsidiaries; nor does it imply or confer any other employment or service rights, or confer any ownership, security or other rights to Company assets. The grant provided herein is solely within the discretion of the Company, and no inference should be drawn or permitted that the grant herein suggests that Participant will receive any subsequent grants. If any subsequent grant is in fact made, it shall be in the sole discretion of the Company, and the Company is under no obligation to make any future grant or to consider making any future grant. The value of the Awarded TVPSUs awarded under the Agreement (either on the Award Date or at the time of vesting) shall not be included as compensation or earnings for purposes of any other benefit plan offered by the Company.
|
9.
|
Delaware Law.
This Agreement and all related matters shall be governed by, and construed and enforced in accordance with, the laws of the State of Delaware, and any applicable federal law.
|
10.
|
Section 409A.
Participant acknowledges that Participant’s receipt of certain benefits under this Agreement may be subject to Section 409A of the Code. If the Company determines that Participant has become a “specified employee” (as defined under Section 409A) at the time of termination of service as a Director of the Company, payment shall be delayed until six months and one day following termination of service if the Company determines that such delayed payment is required in order to avoid a prohibited distribution under Section 409A(a)(2) of the Code. In addition, to the extent that Participant’s benefits under this Agreement are payable upon a termination of service and are subject to Section 409A, a “termination of service” shall be interpreted to mean a “separation from service” which qualifies as a permitted payment event under Section 409A of the Code.
|
11.
|
Taxes.
The Company is not responsible for any tax consequences to Participant relating to the Agreement. Participant alone is responsible for these tax obligations, and hereby agrees to indemnify the Company from any loss or liability that the Company may suffer or incur as a result of the failure by Participant to pay such tax obligations.
|
12.
|
Entire Agreement; Interpretation; Amendment.
The Plan and this Agreement constitute the entire agreement between the Company and Participant pertaining to the subject matter hereof, supersede all prior or contemporaneous written or verbal agreements and understandings between the parties in connection therewith, and shall not be modified or amended except by written instrument duly signed by the parties. No waiver by either party of any default under the Agreement shall be deemed a waiver of any later default. The various provisions of the Agreement are severable in their entirety. Any determination of invalidity or unenforceability of any one provision shall have no effect on the continuing force and effect of the remaining provisions hereof. The Plan, including the definition of terms therein, is incorporated in this Agreement by reference and made a part hereof. In the event of any conflict between the provisions of the Plan and any related documents and those of this Agreement, the provisions of the Plan and any related documents shall prevail; provided, however, that the Committee shall have the sole and complete authority and discretion to decide any questions concerning the application, interpretation or scope of any of the terms and conditions of this Agreement, and any decisions of the Committee shall be binding and conclusive upon all interested parties. This Agreement shall be binding upon and inure to the benefit of the successors, assigns and heirs of the respective parties.
|
13.
|
Definitions.
In addition to terms defined elsewhere in this Agreement and capitalized terms not defined herein but defined in the Plan which shall control hereunder, the following terms shall have the following meanings:
|
(a)
|
“Beneficial Owner” or "Beneficially Owned" shall have the meaning set forth in Rule 13d-3 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”).
|
(b)
|
“Change in Control” of the Company shall be deemed to have occurred if, as the result of a single transaction or a series of transactions, the event set forth in any one of the following paragraphs shall have occurred:
|
(i)
|
any Person (other than a Permitted Person or Glencore Xtrata plc or any of its subsidiaries, affiliates, successors or assigns (collectively, “Glencore”)) becomes the Beneficial Owner, directly or indirectly, of securities of the Company representing fifty percent (50%) or more of the combined voting power of the Company’s then outstanding voting securities;
|
(ii)
|
Glencore becomes the Beneficial Owner, directly or indirectly, of all of the issued and outstanding voting securities of the Company;
|
(iii)
|
Incumbent Directors at the beginning of any twelve- (12) month period cease at any time and for any reason to constitute a majority of the number of directors then serving on the Board of Directors of the Company. “Incumbent Directors” shall mean directors who either (A) are directors of the Company as of the Award Date; (B) are appointed by or on behalf of Glencore; or (C) are elected, or nominated for election, to the Board of Directors of the Company with the affirmative votes of at least a majority vote of the Incumbent Directors at the time of such election or nomination (but shall not include an individual whose election or nomination is in connection with an actual or threatened election contest by any Person,
|
(iv)
|
the approval by the stockholders of the Company of a complete liquidation or dissolution of the Company; or
|
(v)
|
the consummation of (A) a reorganization, merger or consolidation, or sale or disposition by the Company of all or substantially all of the assets of the Company and its subsidiaries to any Person or (B) the acquisition of assets or stock of another Person in exchange for voting securities of the Company (each of (A) and (B) a “Business Combination”), in each case, other than a Business Combination (x) with a Permitted Person or (y) pursuant to which, at least fifty percent (50%) of the combined voting power of the voting securities of the entity resulting from such Business Combination are owned by stockholders of the Company in substantially the same proportions as their ownership of the Company immediately prior to such sale; provided that, any Business Combination with Glencore shall not constitute a Change in Control, unless, as a result of such Business Combination, Glencore (X) owns, directly or indirectly, all or substantially all of the assets of the Company and its subsidiaries or (Y) Beneficially Owns, directly or indirectly, of all of the issued and outstanding voting securities of the Company.
|
(c)
|
“Code” shall mean the Internal Revenue Code of 1986, as amended.
|
(d)
|
“Disability” means a condition of Participant which, by reason of any medically determinable physical or mental impairment that can be expected to result in death or to last for a continuous period of at least 12 months: (a) makes Participant unable to engage in any substantial gainful activity; or (b) as a result of which Participant is receiving income replacement benefits for a period of not less than 3 months under an accident and health plan covering employees of the Company. If at any time a physician appointed by the Company or its agent or insurer, or the Social Security Administration, makes a determination with respect to Participant’s Disability, that determination shall be final, conclusive, and binding upon the Company, the Participant, and their successors in interest.
|
(e)
|
“Person” shall have the meaning given in Section 3(a)(9) of the Exchange Act, as modified and used in Sections 13(d) and 14(d) thereof, except that such term shall not include (i) the Company or any of its subsidiaries, (ii) a trustee or other fiduciary holding securities under an employee benefit plan sponsored or maintained by the Company or any of its subsidiaries, (iii) an underwriter temporarily holding securities pursuant to an offering of such securities or (iv) a corporation owned, directly or indirectly, by the stockholders of the Company in substantially the same proportions as their ownership of stock of the Company (the entities identified in clauses (i)-(iv), the “Permitted Persons” and each a “Permitted Person”).
|
1.
|
Time-Vesting Performance Share Units
.
|
(a)
|
Award
. The Company hereby awards to Participant ___________ TVPSUs (the “Awarded TVPSUs”) pursuant to, and subject to all of the terms and conditions of, this Agreement and the Plan, each Awarded TVPSU represents the right to receive one share of the Company’s common stock.
|
(b)
|
Vesting and Payment.
|
i.
|
Said Awarded TVPSUs shall vest:
|
(b)
|
if earlier, upon (1) a Change in Control, as hereinafter provided, or (2) the termination of Participant’s service as a Director of the Company due to the Participant’s expiration of Participant’s term of service as a Director of the Company, or due to Participant’s death or Disability, or (3) Participant’s reaching age 65, and, as of such age, Participant being a member of the Board of Directors of the Company;
|
ii.
|
Participant shall forfeit all opportunity to be vested in any then-unvested Awarded TVPSUs upon Participant’s termination of service as a member of the Board of Directors of the Company for any reason other than (1) a Change in Control, as hereinafter provided, or (2) the conclusion of Participant’s term of service as a Director, or (3) Participant’s death or Disability; it being understood and agreed that any then-unvested Awarded TVPSUs shall in any event vest upon Participant’s reaching age 65, provided that, as of such age, Participant is a member of the Board of Directors of the Company.
|
iii.
|
Unless Participant has made a timely deferral election in accordance with the provisions of this Agreement, the vested TVPSUs will be settled in a single distribution for an equivalent number of shares of common stock of the Company as soon as practicable but no later than 2-1/2 months after the date of vesting (or within such other time period as may be required under Section 409A of the Code).
|
(c)
|
Deferral Elections
. Participant may elect to defer settlement of Participant’s Awarded TVPSUs that vest pursuant to this Agreement, as follows, and in accordance with any rules and procedures that may hereafter be adopted by the Company. Unless otherwise provided by the Company in accordance with the requirements of Section 409A of the Code, said deferral elections must:
|
i.
|
be in writing in form prescribed by the Company;
|
ii.
|
be received by the Company at its headquarters and become irrevocable before the year in which the Award Date occurs; and
|
iii.
|
provide for deferral of settlement of said Awarded TVPSUs until the date of Participant’s termination of service as a member of the Board of Directors of the Company and its Subsidiaries, including termination by reason of death or Disability (or as soon as the Company determines is practicable but not more than 2-1/2 months thereafter). Participant shall have only the rights of a general unsecured creditor of the Company with respect to amounts deferred pursuant to this Agreement.
|
2.
|
Change in Control
. Any provision of this Agreement to the contrary, notwithstanding, but subject to the following sentence, upon a Change in Control of the Company, Participant’s Awarded TVPSUs shall immediately vest and shall be settled as soon as practicable but not later than 2-1/2 months after the Change in Control (or within such other time period as may be required under Section 409A of the Code). Notwithstanding the preceding sentence, if Participant has elected to defer the settlement of Participant’s Awarded TVPSUs pursuant to this Agreement, or if Participant’s Awarded TVPSUs are otherwise subject to Section 409A of the Code, settlement shall not be accelerated unless the Change in Control satisfies the requirements for a change in the ownership or effective control of the Company, or a change in the ownership of a substantial portion of the assets of the Company, under Section 409A of the Code, as determined pursuant to Treasury Regulations or other applicable guidance issued under said Section 409A.
|
3.
|
Change in Common Stock or Corporate Structure
. Upon any stock dividend, stock split, combination or exchange of shares of common stock, recapitalization or other change in the capital structure of the Company, corporate separation or division (including, but not limited to, split-up, spin-off or distribution to Company stockholders other than a normal cash dividend), sale by the Company of all or a substantial portion of its assets, rights offering, merger, consolidation, reorganization or partial or complete liquidation, or any other corporate transaction or event having an effect similar to any of the foregoing, the number of Awarded TVPSUs granted hereunder shall be equitably and appropriately adjusted, and the securities subject to said Awarded TVPSUs shall be equitably and appropriately substituted for new securities or other consideration, as determined by the Committee (as defined in the Plan) in accordance with the provisions of the Plan. Any such adjustment made by the Committee shall be conclusive and binding upon Participant, the Company and all other interested persons.
|
4.
|
Designation of Beneficiaries.
On a form provided to the Company, Participant may designate a beneficiary or beneficiaries to receive, in the event of Participant’s death, all or part of any amounts to be distributed to Participant under this Agreement.
|
5.
|
Stock Certificates
. Upon settlement of Participant’s Awarded TVPSUs, the Company shall cause a stock certificate to be delivered or book entry to be made covering the appropriate number of shares registered on the Company's books in the name of Participant. All Awarded TVPSUs which are issued under this Agreement shall be fully paid and non-assessable.
|
6.
|
Voting, Dividends
. Participant shall have no rights as a stockholder (including no rights to vote or receive dividends or distributions) with respect to any Awarded TVPSUs until Participant becomes a stockholder upon the settlement of such Awarded TVPSUs in accordance with the terms and conditions of this Agreement and the Plan. Notwithstanding the foregoing, Participant will be entitled to receive dividend equivalents with respect to the Awarded TVPSUs as provided in this Section 6. Upon an ordinary cash dividend on the shares of common stock of the Company the record date of which is prior to the settlement or forfeiture of any Awarded TVPSUs, the Company shall allocate for Participant an amount equal to the amount of such ordinary cash dividend multiplied by the number of Awarded TVPSUs, and the Company shall pay immediately to Participant any such amounts upon the vesting and settlement of the corresponding Awarded TVPSUs; provided that any rights to receive such amounts shall be forfeited upon the forfeiture of the corresponding Awarded TVPSUs.
|
7.
|
Data Privacy
. Participant hereby acknowledges that to perform its obligations under the Plan, the Company and its Subsidiaries may process sensitive personal data about Participant. Such data may include but are not limited to the information provided above, and any changes thereto, and other appropriate personal and financial data with respect to Participant. Participant hereby gives explicit consent to the Company to process any such data. The legal persons for whom such personal data are processed by the Company and any of its Subsidiaries and representatives, including stock brokers, stock record keepers or other consultants. Participant has been informed of his/her right of access and correction to his/her personal data by applying to the Company's director of human resources.
|
8.
|
Service Rights.
Participant may not assign or transfer his or her rights under this Agreement except as expressly provided under the Plan. This Agreement does not create a contract of employment between Participant and the Company or any of its Subsidiaries, and does not give Participant the right to be retained in the service of the Company or any of its Subsidiaries; nor does it imply or confer any other employment or service rights, or confer any ownership, security or other rights to Company assets. The grant provided herein is solely within the discretion of the Company, and no inference should be drawn or permitted that the grant herein suggests that Participant will receive any subsequent grants.
|
9.
|
Delaware Law.
This Agreement and all related matters shall be governed by, and construed and enforced in accordance with, the laws of the State of Delaware, and any applicable federal law.
|
10.
|
Section 409A.
Participant acknowledges that Participant’s receipt of certain benefits under this Agreement may be subject to Section 409A of the Code. If the Company determines that Participant has become a “specified employee” (as defined under Section 409A) at the time of termination of service as a Director of the Company, payment shall be delayed until six months and one day following termination of service if the Company determines that such delayed payment is required in order to avoid a prohibited distribution under Section 409A(a)(2) of the Code. In addition, to the extent that Participant’s benefits under this Agreement are payable upon a termination of service and are subject to Section 409A, a “termination of service” shall be interpreted to mean a “separation from service” which qualifies as a permitted payment event under Section 409A of the Code.
|
11.
|
Taxes.
The Company is not responsible for any tax consequences to Participant relating to the Agreement. Participant alone is responsible for these tax obligations, and hereby agrees to indemnify the Company from any loss or liability that the Company may suffer or incur as a result of the failure by Participant to pay such tax obligations.
|
12.
|
Entire Agreement; Interpretation; Amendment.
The Plan and this Agreement constitute the entire agreement between the Company and Participant pertaining to the subject matter hereof, supersede all prior or contemporaneous written or verbal agreements and understandings between the parties in connection therewith, and shall not be modified or amended except by written instrument duly signed by the parties. No waiver by either party of any default under the Agreement shall be deemed a waiver of any later default. The various provisions of the Agreement are severable in their entirety. Any determination of invalidity or unenforceability of any one provision shall have no effect on the continuing force and effect of the remaining provisions hereof. The Plan, including the definition of terms therein, is incorporated in this Agreement by reference and made a part hereof. In the event of any conflict between the provisions of the Plan and any related documents and those of this Agreement, the provisions of the Plan and any related documents shall prevail; provided, however, that the Committee shall have the sole and complete authority and discretion to decide any questions concerning the application, interpretation or scope of any of the terms and conditions of this Agreement, and any decisions of the Committee shall be binding and conclusive upon all interested parties. This Agreement shall be binding upon and inure to the benefit of the successors, assigns and heirs of the respective parties.
|
13.
|
Definitions.
In addition to terms defined elsewhere in this Agreement and capitalized terms not defined herein but defined in the Plan which shall control hereunder, the following terms shall have the following meanings:
|
(a)
|
“Beneficial Owner” or "Beneficially Owned" shall have the meaning set forth in Rule 13d-3 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”).
|
(b)
|
“Change in Control” of the Company shall be deemed to have occurred if, as the result of a single transaction or a series of transactions, the event set forth in any one of the following paragraphs shall have occurred:
|
(i)
|
any Person (other than a Permitted Person or Glencore Xtrata plc or any of its subsidiaries, affiliates, successors or assigns (collectively, “Glencore”)) becomes the Beneficial Owner, directly or indirectly, of securities of the Company representing fifty percent (50%) or more of the combined voting power of the Company’s then outstanding voting securities;
|
(ii)
|
Glencore becomes the Beneficial Owner, directly or indirectly, of all of the issued and outstanding voting securities of the Company;
|
(iii)
|
Incumbent Directors at the beginning of any twelve- (12) month period cease at any time and for any reason to constitute a majority of the number of directors then serving on the Board of Directors of the Company. “Incumbent Directors” shall mean directors who either (A) are directors of the Company as of the Award Date; (B) are appointed by or on behalf of Glencore; or (C) are elected, or nominated for election, to the Board of Directors of the Company with the affirmative votes of at least a majority vote of the Incumbent Directors at the time of such election or nomination (but shall not include an individual whose election or nomination is in connection with an actual or threatened election contest by any Person, including but not limited to a consent solicitation, relating to the election of directors to the Board of Directors of the Company);
|
(iv)
|
the approval by the stockholders of the Company of a complete liquidation or dissolution of the Company; or
|
(v)
|
the consummation of (A) a reorganization, merger or consolidation, or sale or disposition by the Company of all or substantially all of the assets of the Company and its subsidiaries to any Person or (B) the acquisition of assets or stock of another Person in exchange for voting securities of the Company (each of (A) and (B) a “Business Combination”), in each case, other than a Business Combination (x) with a Permitted Person or (y) pursuant to which, at least fifty percent (50%) of the combined voting power of the voting securities of the entity resulting from such Business Combination are owned by stockholders of the Company in substantially the same proportions as their ownership of the Company immediately prior to such sale; provided that, any Business Combination with Glencore shall not constitute a Change in Control, unless, as a result of such Business Combination, Glencore (X) owns, directly or indirectly, all or substantially all of the assets of the Company and its subsidiaries or (Y) Beneficially Owns, directly or indirectly, of all of the issued and outstanding voting securities of the Company.
|
(c)
|
“Code” shall mean the Internal Revenue Code of 1986, as amended.
|
(d)
|
“Disability” means a condition of Participant which, by reason of any medically determinable physical or mental impairment that can be expected to result in death or to last for a continuous period of at least 12 months: (a) makes Participant unable to engage in any substantial gainful activity; or (b) as a result of which Participant is receiving income replacement benefits for a period of not less than 3 months under an accident and health plan covering employees of the Company. If at any time a physician appointed by the Company or its agent or insurer, or the Social Security Administration, makes a determination with respect to Participant’s Disability, that determination
|
(e)
|
“Person” shall have the meaning given in Section 3(a)(9) of the Exchange Act, as modified and used in Sections 13(d) and 14(d) thereof, except that such term shall not include (i) the Company or any of its subsidiaries, (ii) a trustee or other fiduciary holding securities under an employee benefit plan sponsored or maintained by the Company or any of its subsidiaries, (iii) an underwriter temporarily holding securities pursuant to an offering of such securities or (iv) a corporation owned, directly or indirectly, by the stockholders of the Company in substantially the same proportions as their ownership of stock of the Company (the entities identified in clauses (i)-(iv), the “Permitted Persons” and each a “Permitted Person”).
|
|
|
Year Ended December 31,
|
|||||||||||||||||
|
2011
|
|
2012
|
|
2013
|
|
2014
|
|
2015
|
||||||||||
|
|
(In thousands, except ratios)
|
|||||||||||||||||
Earnings as Defined in Regulation S-K:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Pretax income from continuing operations before adjustment for minority interests in consolidated subsidiaries
|
$
|
22,239
|
|
|
$
|
(29,323)
|
|
|
$
|
(39,844)
|
|
|
$
|
143,477
|
|
|
$
|
(41,122)
|
|
Add:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Fixed charges
|
|
23,699
|
|
|
|
24,030
|
|
|
|
23,091
|
|
|
|
22,015
|
|
|
|
22,402
|
|
Distributed income of equity investees
|
|
3,056
|
|
|
|
6,622
|
|
|
|
—
|
|
|
|
—
|
|
|
|
1,866
|
|
Subtract:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Interest capitalized
|
|
(531)
|
|
|
|
(333)
|
|
|
|
(94)
|
|
|
|
(268)
|
|
|
|
(448)
|
|
Earnings
|
$
|
48,463
|
|
|
$
|
996
|
|
|
$
|
(16,847)
|
|
|
$
|
165,224
|
|
|
$
|
(17,302)
|
|
Fixed Charges as Defined in Regulation S-K:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Interest expensed and capitalized
|
$
|
21,599
|
|
|
$
|
21,914
|
|
|
$
|
21,601
|
|
|
$
|
20,950
|
|
|
$
|
21,372
|
|
Amortized premiums, discounts and capitalized expenses related to indebtedness
|
|
2,100
|
|
|
|
2,116
|
|
|
|
1,490
|
|
|
|
1,065
|
|
|
|
1,030
|
|
Total Fixed Charges
|
$
|
23,699
|
|
|
$
|
24,030
|
|
|
$
|
23,091
|
|
|
$
|
22,015
|
|
|
$
|
22,402
|
|
Ratio of Earnings to Fixed Charges
|
|
2.04
|
|
|
|
0.04
|
|
|
|
-0.73
|
|
|
|
7.51
|
|
|
|
-0.77
|
|
Dollar amount of the deficiency
|
|
—
|
|
|
|
23,034
|
|
|
|
39,938
|
|
|
|
—
|
|
|
|
39,704
|
|
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 Holdings, C.V.
|
Netherlands
|
Nordural Holdings, C.V.
|
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/ Errol Glasser
|
Name: Errol Glasser
|
Director
|
Century Aluminum Company
|
/s/ Daniel Goldberg
|
Name: Daniel Goldberg
|
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 4, 2016
|
|
|
|
/s/ MICHAEL A. BLESS
|
|
|
Name: Michael A. Bless
|
|
|
Title: President and Chief Executive Officer
(Principal Executive Officer)
|
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 4, 2016
|
|
|
|
/s/ RICK T. DILLON
|
|
|
Name: Rick T. Dillon
|
|
|
Title: Executive Vice President and Chief Financial Officer
(Principal Financial Officer)
|
1.
|
This Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
|
2.
|
The information contained in this Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
|
/s/ MICHAEL A. BLESS
|
|
By:
|
Michael A. Bless
|
|
Title:
|
President and Chief Executive Officer (Principal Executive Officer)
|
|
Date:
|
March 4, 2016
|
|
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/ RICK T. DILLON
|
|
By:
|
Rick T. Dillon
|
|
Title:
|
Executive Vice President and Chief Financial Officer (Principal Financial Officer)
|
|
Date:
|
March 4, 2016
|
|