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
|
x
|
Accelerated Filer
|
o
|
Non-Accelerated Filer
(Do not check if a smaller reporting company)
|
¨
|
Smaller Reporting Company
|
¨
|
Emerging Growth 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 potential outcome or occurrence of any trade claims to address excess capacity or unfair trade practices in the aluminum industry;
|
•
|
Our ability to procure alumina, carbon products and other raw materials and our assessment of pricing and costs and other terms relating thereto;
|
•
|
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;
|
•
|
Our ability to successfully manage transmission issues and market power price risk and to control or reduce power costs;
|
•
|
Our plans and expectations with respect to the future operation or potential curtailment of our smelters and our other operations, including future production restarts or curtailments;
|
•
|
Our plans and expectations with respect to the sale or other disposition of our 40% interest in BHH;
|
•
|
The future financial and operating performance of the Company, its subsidiaries and its projects;
|
•
|
Future inventory, production, sales, cash costs and capital expenditures;
|
•
|
Future impairment charges or restructuring costs;
|
•
|
Access to existing or future financing arrangements;
|
•
|
Our ability to repay debt in the future;
|
•
|
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;
|
•
|
Future construction investment and development;
|
•
|
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 and liabilities and the impact of recent tax reform in the U.S.;
|
•
|
Our assessment of the ultimate outcome of outstanding litigation and environmental matters and liabilities relating thereto;
|
•
|
The effect of future laws and regulations;
|
•
|
Negotiations with labor unions representing certain of our employees; and
|
•
|
Our future business objectives, plans, strategies and initiatives.
|
Facility
|
|
Ownership Percentage
|
|
Operational
|
|
Annual Production Capacity (tpy)
(1)
|
|
Actual 2017 Annual Production (tpy)
|
|
Grundartangi, Iceland
|
|
100%
|
|
1998
|
|
317,000
|
|
317,000
|
|
Hawesville, Kentucky USA
|
|
100%
|
|
1970
|
|
250,000
|
|
99,000
|
|
Sebree, Kentucky, USA
|
|
100%
|
|
1973
|
|
220,000
|
|
220,000
|
|
Mt. Holly, South Carolina USA
|
|
100%
|
|
1980
|
|
229,000
|
|
113,000
|
|
|
|
|
|
|
|
1,016,000
|
|
749,000
|
|
(1)
|
The tonnes per year (tpy) figures 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, 2017
.
|
(1)
|
Shipment volumes reflect our acquisition of Sebree in June 2013 and the remaining interest in Mt. Holly in December 2014 as well as the partial curtailment of our Hawesville and Mt. Holly operations during the fourth quarter of 2015.
|
Supplier
|
|
Quantity
|
|
Term
|
|
Pricing
(2)
|
Glencore
(1)
|
|
Variable
|
|
Through December 31, 2017
|
|
Variable, API-based
|
Gramercy Alumina
|
|
Approximately 600,000 tpy
|
|
Through December 31, 2019
|
|
Variable, API-based
|
(1)
|
Both parties are continuing to operate under the terms of this agreement while we negotiate a new agreement. Under the terms of this agreement, Glencore provides alumina supply for all of Century's requirements net of the other contractual commitments set forth above.
|
(2)
|
Pricing is based on a published alumina index ("API").
|
Facility
|
|
Supplier
|
|
Term
|
|
Pricing
|
|
Grundartangi
|
|
Landsvirkjun
|
|
Through 2023 - 2036
|
|
Variable rate linked to (i) the LME price for primary aluminum or (ii) the Nord Pool power market
|
|
|
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 cost of service charge and in part on natural gas prices
|
|
Helguvik
|
|
OR
|
|
Approximately 25 years from the dates of each phase of power delivery
|
|
Variable rate based on the LME price for primary aluminum
|
|
Facility
|
|
Organization
|
|
Term
|
Grundartangi
|
|
Icelandic labor unions
|
|
Through December 31, 2019
|
Hawesville
|
|
USW
|
|
Through April 1, 2020
|
Sebree
|
|
USW
|
|
Through October 28, 2019
|
Vlissingen
|
|
FME
|
|
Through June 1, 2018
|
•
|
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.
|
Facility
|
|
Ownership
|
Hawesville
|
|
100% Owned
|
Sebree
|
|
100% Owned
|
Mt. Holly
|
|
100% Owned
|
Grundartangi
|
|
Long-term ground lease through 2030, renewable at expiration at our option for successive ten year periods
|
Helguvik
|
|
Long-term ground lease expected to begin on the date of commercial operations for 50 years with an automatic extension provision for successive 15 year periods
|
Vlissingen
|
|
Long-term 100 year ground lease
|
Chicago Corporate Office
|
|
Long-term office lease that expires in September 2024
|
|
2017
|
|
2016
|
||||||||||||
Sales prices
|
High
|
|
Low
|
|
High
|
|
Low
|
||||||||
First quarter
|
$
|
16.53
|
|
|
$
|
8.39
|
|
|
$
|
8.94
|
|
|
$
|
2.63
|
|
Second quarter
|
17.28
|
|
|
11.59
|
|
|
9.40
|
|
|
5.64
|
|
||||
Third quarter
|
20.68
|
|
|
12.94
|
|
|
8.45
|
|
|
5.53
|
|
||||
Fourth quarter
|
20.30
|
|
|
13.00
|
|
|
10.69
|
|
|
6.51
|
|
As of December 31,
|
2012
|
|
2013
|
|
2014
|
|
2015
|
|
2016
|
|
2017
|
||||||||||||
Century Aluminum Company
|
$
|
100
|
|
|
$
|
119
|
|
|
$
|
279
|
|
|
$
|
50
|
|
|
$
|
98
|
|
|
$
|
224
|
|
Morningstar Aluminum Index
|
100
|
|
|
105
|
|
|
145
|
|
|
90
|
|
|
93
|
|
|
166
|
|
||||||
S&P 500 Index
|
100
|
|
|
132
|
|
|
151
|
|
|
153
|
|
|
171
|
|
|
208
|
|
|
Year Ended December 31,
|
||||||||||||||||||
|
2017
|
|
2016
(1)
|
|
2015
(2)
|
|
2014
(3)
|
|
2013
(4)
|
||||||||||
|
(dollars in thousands, except per share amounts)
|
||||||||||||||||||
Net sales
|
$
|
1,589,080
|
|
|
$
|
1,319,094
|
|
|
$
|
1,949,857
|
|
|
$
|
1,931,042
|
|
|
$
|
1,454,313
|
|
Gross profit (loss)
|
128,605
|
|
|
(11,042
|
)
|
|
41,313
|
|
|
201,799
|
|
|
39,523
|
|
|||||
Operating income (loss)
|
93,858
|
|
|
(234,213
|
)
|
|
(39,088
|
)
|
|
140,123
|
|
|
(36,556
|
)
|
|||||
Net income (loss)
|
48,580
|
|
|
(252,415
|
)
|
|
(59,310
|
)
|
|
126,474
|
|
|
(40,313
|
)
|
|||||
Earnings (loss) per share:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Basic
|
$
|
0.51
|
|
|
$
|
(2.90
|
)
|
|
$
|
(0.68
|
)
|
|
$
|
1.31
|
|
|
$
|
(0.45
|
)
|
Diluted
|
0.51
|
|
|
(2.90
|
)
|
|
(0.68
|
)
|
|
1.30
|
|
|
(0.45
|
)
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Dividends per common share
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Total assets
|
1,581,641
|
|
|
1,540,327
|
|
|
1,752,468
|
|
|
2,025,058
|
|
|
1,810,196
|
|
|||||
Total debt
(5)
|
255,968
|
|
|
255,514
|
|
|
255,093
|
|
|
254,703
|
|
|
262,946
|
|
|||||
Long-term debt obligations
(6)
|
248,153
|
|
|
247,699
|
|
|
247,278
|
|
|
246,888
|
|
|
246,528
|
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Other information
|
|
|
|
|
|
|
|
|
|
||||||||||
Primary aluminum shipments, in tonnes:
|
|
|
|
|
|
|
|
|
|
||||||||||
Direct
|
743,198
|
|
|
687,700
|
|
|
823,751
|
|
|
728,377
|
|
|
485,690
|
|
|||||
Toll
|
—
|
|
|
46,125
|
|
|
98,207
|
|
|
138,748
|
|
|
278,908
|
|
|||||
Average price per tonne:
|
|
|
|
|
|
|
|
|
|
||||||||||
Direct shipments
|
$
|
2,126
|
|
|
$
|
1,825
|
|
|
$
|
2,169
|
|
|
$
|
2,333
|
|
|
$
|
2,154
|
|
Toll shipments
|
$
|
—
|
|
|
$
|
1,172
|
|
|
$
|
1,374
|
|
|
$
|
1,554
|
|
|
$
|
1,448
|
|
LME
|
$
|
1,968
|
|
|
$
|
1,604
|
|
|
$
|
1,663
|
|
|
$
|
1,867
|
|
|
$
|
1,846
|
|
Midwest premium
|
$
|
199
|
|
|
$
|
169
|
|
|
$
|
279
|
|
|
$
|
450
|
|
|
$
|
244
|
|
European Duty Paid premium
|
$
|
148
|
|
|
$
|
132
|
|
|
$
|
236
|
|
|
$
|
424
|
|
|
$
|
272
|
|
(1)
|
In 2016, the Helguvik project in Iceland was determined to be impaired and charges of $152.2 million were recorded.
|
(2)
|
In 2015, Ravenswood was permanently closed. Also, in the fourth quarter of 2015, operations at Hawesville and Mt. Holly were partially curtailed.
|
(3)
|
In December 2014, the remaining interest in Mt. Holly was acquired.
|
(4)
|
In June 2013, Sebree was acquired and our corporate offices were relocated to Chicago, Illinois.
|
(5)
|
Total debt includes all long-term debt obligations and any debt classified as short-term obligations, net of any debt discounts, including current portion of long-term debt, borrowings under our revolving credit facilities and the IRBs.
|
(6)
|
Long-term debt obligations are all payment obligations under long-term borrowing arrangements, excluding the current portion of the long-term debt.
|
•
|
the price of primary aluminum, which is based on the London Metal Exchange (the "LME") and other exchanges, plus any regional delivery premiums and 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
|
|
|
|
|
||||||||||||||||
|
United States
|
|
Iceland
|
|
Total
(1)
|
|||||||||||||||
|
Tonnes
|
|
Revenue $
|
|
Tonnes
|
|
Revenue $
|
|
Tonnes
|
|
Revenue $
|
|||||||||
|
(dollars in millions)
|
|||||||||||||||||||
2017
|
425,669
|
|
|
$
|
929.6
|
|
|
317,529
|
|
|
$
|
650.7
|
|
|
743,198
|
|
|
$
|
1,580.3
|
|
2016
|
422,139
|
|
|
799.2
|
|
|
311,686
|
|
|
510.2
|
|
|
733,825
|
|
|
1,309.4
|
|
|||
2015
|
607,715
|
|
|
1,345.9
|
|
|
314,243
|
|
|
576.2
|
|
|
921,958
|
|
|
1,922.1
|
|
|
Twelve months ended December 31,
|
||||||||||
|
2017
|
|
2016
|
|
2015
|
||||||
|
(dollars in thousands)
|
||||||||||
Net cash provided by operating activities
|
$
|
51,759
|
|
|
$
|
38,173
|
|
|
$
|
31,866
|
|
Net cash used in investing activities
|
(17,355
|
)
|
|
(21,163
|
)
|
|
(43,363
|
)
|
|||
Net cash provided by (used in) financing activities
|
404
|
|
|
—
|
|
|
(36,352
|
)
|
|||
Change in cash and cash equivalents
|
$
|
34,808
|
|
|
$
|
17,010
|
|
|
$
|
(47,849
|
)
|
Weighted Average Discount Rate Assumption for:
|
2017
|
|
2016
|
Pension plans
|
3.69%
|
|
4.19%
|
OPEB plans
|
3.66%
|
|
4.20%
|
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
|
$
|
(8.3
|
)
|
|
$
|
6.1
|
|
OPEB plans
|
(6.2
|
)
|
|
6.6
|
|
|
1% Increase
|
|
1% Decrease
|
||||
|
(dollars in millions)
|
||||||
Effect on total of service and interest cost components
|
$
|
0.8
|
|
|
$
|
(0.7
|
)
|
Effect on accumulated postretirement benefit obligation
|
12.5
|
|
|
(10.6
|
)
|
|
Payments Due by Period
|
||||||||||||||||||||||||||
(dollars in millions)
|
Total
|
|
2018
|
|
2019
|
|
2020
|
|
2021
|
|
2022
|
|
Thereafter
|
||||||||||||||
Long-term debt
(1)
|
$
|
258
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
250
|
|
|
$
|
—
|
|
|
$
|
8
|
|
Estimated interest payments
(2)
|
66
|
|
|
19
|
|
|
19
|
|
|
19
|
|
|
8
|
|
|
—
|
|
|
1
|
|
|||||||
Operating lease obligations
(3)
|
19
|
|
|
2
|
|
|
2
|
|
|
2
|
|
|
2
|
|
|
2
|
|
|
9
|
|
|||||||
Purchase obligations
(4)
|
2,778
|
|
|
875
|
|
|
595
|
|
|
403
|
|
|
404
|
|
|
114
|
|
|
387
|
|
|||||||
Other long-term liabilities
(5)
|
32
|
|
|
2
|
|
|
13
|
|
|
7
|
|
|
6
|
|
|
3
|
|
|
1
|
|
|||||||
Total
|
$
|
3,153
|
|
|
$
|
898
|
|
|
$
|
629
|
|
|
$
|
431
|
|
|
$
|
670
|
|
|
$
|
119
|
|
|
$
|
406
|
|
(1)
|
Long-term debt includes principal repayments on our 2021 Notes and the IRBs. Payments are based on the assumption that all outstanding debt instruments will remain outstanding until their respective due dates. Based on the LME forward market prices for primary aluminum at
December 31, 2017
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 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 assume 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, 2017
rate for that debt continues until the respective due date. We assume that no interest payments on the contingent obligation will be paid through the term of agreement, see above.
|
(3)
|
Operating leases include long-term leases for land, productive facilities and office space.
|
(4)
|
Purchase obligations include long-term alumina and power contracts, excluding market-based power and raw material requirements contracts. For contracts with LME-based pricing provisions, including our long-term Icelandic power contracts, we assumed a LME price using the LME forward curve as of
December 31, 2017
.
|
(5)
|
Other long-term liabilities include asset retirement obligations. Asset retirement obligations are primarily estimated disposal costs for spent potliner used in the reduction cells of our domestic smelters.
|
|
Page
|
|
|
Reports of Independent Registered Public Accounting Firm
|
|
Consolidated Statements of Operations for the Years Ended December 31, 2017, 2016 and 2015
|
|
Consolidated Statements of Comprehensive Income (Loss) for the Years Ended December 31, 2017, 2016 and 2015
|
|
Consolidated Balance Sheets at December 31, 2017 and 2016
|
|
Consolidated Statements of Shareholders’ Equity for the Years Ended December 31, 2017, 2016 and 2015
|
|
Consolidated Statements of Cash Flows for the Years Ended December 31, 2017, 2016 and 2015
|
|
Notes to the Consolidated Financial Statements
|
CENTURY ALUMINUM COMPANY
|
|||||||||||
CONSOLIDATED STATEMENTS OF OPERATIONS
|
|||||||||||
(in thousands, except per share amounts)
|
|||||||||||
|
Year Ended December 31,
|
||||||||||
|
2017
|
|
2016
|
|
2015
|
||||||
NET SALES:
|
|
|
|
|
|
|
|||||
Related parties
|
$
|
1,198,076
|
|
|
$
|
1,178,631
|
|
|
$
|
1,867,711
|
|
Other customers
|
391,004
|
|
|
140,463
|
|
|
82,146
|
|
|||
Total net sales
|
1,589,080
|
|
|
1,319,094
|
|
|
1,949,857
|
|
|||
Cost of goods sold
|
1,460,475
|
|
|
1,330,136
|
|
|
1,908,544
|
|
|||
Gross profit (loss)
|
128,605
|
|
|
(11,042
|
)
|
|
41,313
|
|
|||
Selling, general and administrative expenses
|
45,446
|
|
|
40,264
|
|
|
42,115
|
|
|||
Helguvik (gains) losses
|
(7,310
|
)
|
|
152,220
|
|
|
—
|
|
|||
Ravenswood (gains) losses
|
(5,500
|
)
|
|
26,830
|
|
|
30,850
|
|
|||
Other operating expense - net
|
2,111
|
|
|
3,857
|
|
|
7,436
|
|
|||
Operating income (loss)
|
93,858
|
|
|
(234,213
|
)
|
|
(39,088
|
)
|
|||
Interest expense
|
(22,174
|
)
|
|
(22,216
|
)
|
|
(21,954
|
)
|
|||
Interest income
|
1,397
|
|
|
758
|
|
|
339
|
|
|||
Net (loss) gain on forward and derivative contracts
|
(16,549
|
)
|
|
3,487
|
|
|
1,600
|
|
|||
Unrealized gain on fair value of contingent consideration
|
—
|
|
|
—
|
|
|
18,337
|
|
|||
Other (expense) income - net
|
(1,161
|
)
|
|
1,319
|
|
|
(356
|
)
|
|||
Income (loss) before income taxes and equity in earnings of joint ventures
|
55,371
|
|
|
(250,865
|
)
|
|
(41,122
|
)
|
|||
Income tax expense
|
(7,583
|
)
|
|
(2,824
|
)
|
|
(9,276
|
)
|
|||
Income (loss) before equity in earnings of joint ventures
|
47,788
|
|
|
(253,689
|
)
|
|
(50,398
|
)
|
|||
BHH impairment
|
—
|
|
|
—
|
|
|
(11,584
|
)
|
|||
Equity in earnings of joint ventures
|
792
|
|
|
1,274
|
|
|
2,672
|
|
|||
Net income (loss)
|
$
|
48,580
|
|
|
$
|
(252,415
|
)
|
|
$
|
(59,310
|
)
|
INCOME (LOSS) PER COMMON SHARE:
|
|
|
|
|
|
|
|
|
|||
Basic
|
$
|
0.51
|
|
|
$
|
(2.90
|
)
|
|
$
|
(0.68
|
)
|
Diluted
|
$
|
0.51
|
|
|
$
|
(2.90
|
)
|
|
$
|
(0.68
|
)
|
CENTURY ALUMINUM COMPANY
|
|||||||||||
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)
|
|||||||||||
(in thousands)
|
|||||||||||
|
Year Ended December 31,
|
||||||||||
|
2017
|
|
2016
|
|
2015
|
||||||
Comprehensive income (loss):
|
|
|
|
|
|
||||||
Net income (loss)
|
$
|
48,580
|
|
|
$
|
(252,415
|
)
|
|
$
|
(59,310
|
)
|
Other comprehensive income (loss) before income tax effect:
|
|
|
|
|
|
||||||
Foreign currency cash flow hedges reclassified to net income (loss)
|
(186
|
)
|
|
4,295
|
|
|
(186
|
)
|
|||
Defined benefit plans and other postretirement benefits:
|
|
|
|
|
|
||||||
Net gain (loss) arising during the period
|
(7,192
|
)
|
|
(9,522
|
)
|
|
5,553
|
|
|||
Prior service benefit arising during the period
|
27,396
|
|
|
—
|
|
|
1,758
|
|
|||
Amortization of prior service benefit during the period
|
(4,950
|
)
|
|
(2,675
|
)
|
|
(8,351
|
)
|
|||
Amortization of net loss during the period
|
8,610
|
|
|
8,190
|
|
|
7,794
|
|
|||
Other comprehensive income (loss) before income tax effect
|
23,678
|
|
|
288
|
|
|
6,568
|
|
|||
Income tax effect
|
(1,527
|
)
|
|
(1,531
|
)
|
|
(1,536
|
)
|
|||
Other comprehensive income (loss)
|
22,151
|
|
|
(1,243
|
)
|
|
5,032
|
|
|||
Total comprehensive income (loss)
|
$
|
70,731
|
|
|
$
|
(253,658
|
)
|
|
$
|
(54,278
|
)
|
CENTURY ALUMINUM COMPANY
|
|||||||
CONSOLIDATED BALANCE SHEETS
|
|||||||
(in thousands)
|
|||||||
|
December 31,
|
||||||
|
2017
|
|
2016
|
||||
ASSETS
|
|
|
|
||||
Cash and cash equivalents
|
$
|
167,211
|
|
|
$
|
132,403
|
|
Restricted cash
|
848
|
|
|
1,050
|
|
||
Accounts receivable - net
|
43,071
|
|
|
12,432
|
|
||
Due from affiliates
|
10,366
|
|
|
16,651
|
|
||
Inventories
|
317,469
|
|
|
233,563
|
|
||
Prepaid and other current assets
|
14,709
|
|
|
22,210
|
|
||
Assets held for sale
|
—
|
|
|
22,313
|
|
||
Total current assets
|
553,674
|
|
|
440,622
|
|
||
Property, plant and equipment - net
|
971,916
|
|
|
1,026,285
|
|
||
Other assets
|
56,051
|
|
|
73,420
|
|
||
TOTAL
|
$
|
1,581,641
|
|
|
$
|
1,540,327
|
|
LIABILITIES AND SHAREHOLDERS’ EQUITY
|
|
|
|
||||
LIABILITIES:
|
|
|
|
|
|||
Accounts payable, trade
|
$
|
89,931
|
|
|
$
|
94,960
|
|
Due to affiliates
|
20,369
|
|
|
15,368
|
|
||
Accrued and other current liabilities
|
61,398
|
|
|
50,100
|
|
||
Accrued employee benefits costs
|
11,004
|
|
|
10,917
|
|
||
Industrial revenue bonds
|
7,815
|
|
|
7,815
|
|
||
Total current liabilities
|
190,517
|
|
|
179,160
|
|
||
Senior notes payable
|
248,153
|
|
|
247,699
|
|
||
Accrued pension benefits costs - less current portion
|
38,929
|
|
|
49,493
|
|
||
Accrued postretirement benefits costs - less current portion
|
112,996
|
|
|
126,355
|
|
||
Other liabilities
|
57,927
|
|
|
72,026
|
|
||
Deferred taxes
|
103,476
|
|
|
108,939
|
|
||
Total noncurrent liabilities
|
561,481
|
|
|
604,512
|
|
||
COMMITMENTS AND CONTINGENCIES (NOTE 14)
|
|
|
|
|
|
||
SHAREHOLDERS’ EQUITY:
|
|
|
|
|
|||
Preferred stock (Note 6)
|
1
|
|
|
1
|
|
||
Common stock (Note 6)
|
947
|
|
|
944
|
|
||
Additional paid-in capital
|
2,517,385
|
|
|
2,515,131
|
|
||
Treasury stock, at cost
|
(86,276
|
)
|
|
(86,276
|
)
|
||
Accumulated other comprehensive loss
|
(91,742
|
)
|
|
(113,893
|
)
|
||
Accumulated deficit
|
(1,510,672
|
)
|
|
(1,559,252
|
)
|
||
Total shareholders’ equity
|
829,643
|
|
|
756,655
|
|
||
TOTAL
|
$
|
1,581,641
|
|
|
$
|
1,540,327
|
|
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, 2014
|
|
$
|
1
|
|
|
$
|
939
|
|
|
$
|
2,510,261
|
|
|
$
|
(49,924
|
)
|
|
$
|
(117,682
|
)
|
|
$
|
(1,247,527
|
)
|
|
$
|
1,096,068
|
|
Net loss – 2015
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(59,310
|
)
|
|
(59,310
|
)
|
|||||||
Other comprehensive income
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
5,032
|
|
|
—
|
|
|
5,032
|
|
|||||||
Repurchase of common stock
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(36,352
|
)
|
|
—
|
|
|
—
|
|
|
(36,352
|
)
|
|||||||
Share-based compensation expense
|
|
—
|
|
|
1
|
|
|
3,372
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3,373
|
|
|||||||
Conversion of preferred stock to common stock
|
|
—
|
|
|
2
|
|
|
(2
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||
Balance, December 31, 2015
|
|
$
|
1
|
|
|
$
|
942
|
|
|
$
|
2,513,631
|
|
|
$
|
(86,276
|
)
|
|
$
|
(112,650
|
)
|
|
$
|
(1,306,837
|
)
|
|
$
|
1,008,811
|
|
Net loss – 2016
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(252,415
|
)
|
|
(252,415
|
)
|
|||||||
Other comprehensive loss
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,243
|
)
|
|
—
|
|
|
(1,243
|
)
|
|||||||
Share-based compensation expense
|
|
—
|
|
|
—
|
|
|
1,502
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,502
|
|
|||||||
Conversion of preferred stock to common stock
|
|
—
|
|
|
2
|
|
|
(2
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||
Balance, December 31, 2016
|
|
$
|
1
|
|
|
$
|
944
|
|
|
$
|
2,515,131
|
|
|
$
|
(86,276
|
)
|
|
$
|
(113,893
|
)
|
|
$
|
(1,559,252
|
)
|
|
$
|
756,655
|
|
Net income – 2017
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
48,580
|
|
|
48,580
|
|
|||||||
Other comprehensive income
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
22,151
|
|
|
—
|
|
|
22,151
|
|
|||||||
Share-based compensation expense
|
|
—
|
|
|
2
|
|
|
2,255
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2,257
|
|
|||||||
Conversion of preferred stock to common stock
|
|
—
|
|
|
1
|
|
|
(1
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||
Balance, December 31, 2017
|
|
$
|
1
|
|
|
$
|
947
|
|
|
$
|
2,517,385
|
|
|
$
|
(86,276
|
)
|
|
$
|
(91,742
|
)
|
|
$
|
(1,510,672
|
)
|
|
$
|
829,643
|
|
CENTURY ALUMINUM COMPANY
|
|||||||||||
CONSOLIDATED STATEMENTS OF CASH FLOWS
|
|||||||||||
(in thousands)
|
|||||||||||
|
Year Ended December 31,
|
||||||||||
|
2017
|
|
2016
|
|
2015
|
||||||
CASH FLOWS FROM OPERATING ACTIVITIES:
|
|
|
|
|
|
|
|
||||
Net income (loss)
|
$
|
48,580
|
|
|
$
|
(252,415
|
)
|
|
$
|
(59,310
|
)
|
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
|
|
|
|
|
|
||||||
Unrealized gain on fair value of contingent consideration
|
—
|
|
|
—
|
|
|
(18,337
|
)
|
|||
Unrealized gain on contingent obligation
|
(1,411
|
)
|
|
(1,411
|
)
|
|
(1,411
|
)
|
|||
Lower of cost or NRV inventory adjustment
|
(1,073
|
)
|
|
(660
|
)
|
|
7,539
|
|
|||
Depreciation and amortization
|
84,249
|
|
|
84,780
|
|
|
80,117
|
|
|||
Helguvik (gains) losses
|
(7,310
|
)
|
|
152,220
|
|
|
—
|
|
|||
Ravenswood (gains) losses
|
(5,500
|
)
|
|
3,830
|
|
|
30,850
|
|
|||
BHH impairment
|
—
|
|
|
—
|
|
|
11,584
|
|
|||
Pension and other postretirement benefits
|
(1,772
|
)
|
|
2,863
|
|
|
(4,991
|
)
|
|||
Deferred income taxes
|
(4,610
|
)
|
|
(893
|
)
|
|
(178
|
)
|
|||
Stock-based compensation
|
1,851
|
|
|
1,502
|
|
|
1,844
|
|
|||
Other non-cash items - net
|
(792
|
)
|
|
(367
|
)
|
|
(806
|
)
|
|||
Change in operating assets and liabilities:
|
|
|
|
|
|
|
|
||||
Accounts receivable - net
|
(30,639
|
)
|
|
(2,957
|
)
|
|
68,192
|
|
|||
Due from affiliates
|
6,285
|
|
|
766
|
|
|
14,086
|
|
|||
Inventories
|
(67,534
|
)
|
|
919
|
|
|
44,896
|
|
|||
Prepaid and other current assets
|
7,796
|
|
|
18,313
|
|
|
(144
|
)
|
|||
Accounts payable, trade
|
4,746
|
|
|
2,271
|
|
|
(60,583
|
)
|
|||
Due to affiliates
|
4,833
|
|
|
7,212
|
|
|
(12,216
|
)
|
|||
Accrued and other current liabilities
|
14,478
|
|
|
(3,900
|
)
|
|
(31,540
|
)
|
|||
Pension contribution - Mt. Holly
|
—
|
|
|
—
|
|
|
(34,595
|
)
|
|||
Ravenswood retiree legal settlement
|
(5,000
|
)
|
|
23,000
|
|
|
—
|
|
|||
Other - net
|
4,582
|
|
|
3,100
|
|
|
(3,131
|
)
|
|||
Net cash provided by operating activities
|
51,759
|
|
|
38,173
|
|
|
31,866
|
|
|||
CASH FLOWS FROM INVESTING ACTIVITIES:
|
|
|
|
|
|
|
|
|
|||
Purchase of property, plant and equipment
|
(31,839
|
)
|
|
(21,944
|
)
|
|
(54,700
|
)
|
|||
Purchase of remaining interest in Mt. Holly smelter
|
—
|
|
|
—
|
|
|
11,313
|
|
|||
Proceeds from sale of property, plant and equipment
|
14,484
|
|
|
1,040
|
|
|
14
|
|
|||
Restricted and other cash deposits
|
—
|
|
|
(259
|
)
|
|
10
|
|
|||
Net cash used in investing activities
|
(17,355
|
)
|
|
(21,163
|
)
|
|
(43,363
|
)
|
|||
CASH FLOWS FROM FINANCING ACTIVITIES:
|
|
|
|
|
|
||||||
Borrowings under revolving credit facilities
|
1,281
|
|
|
1,179
|
|
|
1,737
|
|
|||
Repayments under revolving credit facilities
|
(1,281
|
)
|
|
(1,179
|
)
|
|
(1,737
|
)
|
|||
Issuance of common stock
|
404
|
|
|
—
|
|
|
—
|
|
|||
Repurchase of common stock
|
—
|
|
|
—
|
|
|
(36,352
|
)
|
|||
Net cash provided by (used in) financing activities
|
404
|
|
|
—
|
|
|
(36,352
|
)
|
|||
CHANGE IN CASH AND CASH EQUIVALENTS
|
34,808
|
|
|
17,010
|
|
|
(47,849
|
)
|
|||
Cash and cash equivalents, beginning of year
|
132,403
|
|
|
115,393
|
|
|
163,242
|
|
|||
Cash and cash equivalents, end of year
|
$
|
167,211
|
|
|
$
|
132,403
|
|
|
$
|
115,393
|
|
|
Year Ended December 31,
|
||||||||||
|
2017
|
|
2016
|
|
2015
|
||||||
Net sales to Glencore
|
$
|
1,198,076
|
|
|
$
|
1,178,631
|
|
|
$
|
1,867,711
|
|
Purchases from Glencore
|
253,044
|
|
|
231,850
|
|
|
393,158
|
|
|||
Purchases from BHH
|
15,763
|
|
|
10,127
|
|
|
46,592
|
|
•
|
Level 1 Inputs – quoted prices (unadjusted) in active markets for identical assets or liabilities that the reporting entity can access at the measurement date.
|
•
|
Level 2 Inputs – quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly.
|
•
|
Level 3 Inputs – unobservable inputs for the asset or liability.
|
Recurring Fair Value Measurements
|
|
As of December 31, 2017
|
||||||||||||||
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
||||||||
ASSETS:
|
|
|
|
|
|
|
|
|
||||||||
Cash equivalents
|
|
$
|
142,819
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
142,819
|
|
Trust assets
(1)
|
|
1,757
|
|
|
—
|
|
|
—
|
|
|
1,757
|
|
||||
Surety bonds
|
|
1,618
|
|
|
—
|
|
|
—
|
|
|
1,618
|
|
||||
Derivative instruments
|
|
—
|
|
|
—
|
|
|
1,724
|
|
|
1,724
|
|
||||
TOTAL
|
|
$
|
146,194
|
|
|
$
|
—
|
|
|
$
|
1,724
|
|
|
$
|
147,918
|
|
LIABILITIES:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Contingent obligation – net
(2)
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Derivative instruments
|
|
—
|
|
|
—
|
|
|
1,200
|
|
|
1,200
|
|
||||
TOTAL
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1,200
|
|
|
$
|
1,200
|
|
Recurring Fair Value Measurements
|
|
As of December 31, 2016
|
||||||||||||||
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
||||||||
ASSETS:
|
|
|
|
|
|
|
|
|
||||||||
Cash equivalents
|
|
$
|
79,014
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
79,014
|
|
Trust assets
(1)
|
|
3,147
|
|
|
—
|
|
|
—
|
|
|
3,147
|
|
||||
Surety bonds
|
|
1,874
|
|
|
—
|
|
|
—
|
|
|
1,874
|
|
||||
Derivative instruments
|
|
—
|
|
|
—
|
|
|
925
|
|
|
925
|
|
||||
TOTAL
|
|
$
|
84,035
|
|
|
$
|
—
|
|
|
$
|
925
|
|
|
$
|
84,960
|
|
LIABILITIES:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Contingent obligation – net
(2)
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Derivative instruments
|
|
—
|
|
|
—
|
|
|
253
|
|
|
253
|
|
||||
TOTAL
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
253
|
|
|
$
|
253
|
|
(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.
|
(2)
|
See
Note 5 Debt
for additional information about the contingent obligation.
|
Level 2 and Level 3 Fair Value Measurements:
|
||||||
Asset / Liability
|
|
Level
|
|
Valuation Techniques
|
|
Inputs
|
Fixed for floating swaps
|
|
3
|
|
Discounted cash flows
|
|
Quoted LME forward market, management's estimates of future U.S. Midwest premium
|
Power price swap
|
|
3
|
|
Discounted cash flows
|
|
Quoted Nordpool forward market, discount rate
|
Contingent obligation
|
|
3
|
|
Discounted cash flows
|
|
Quoted LME forward market, management’s estimates of the LME forward market prices for periods beyond the quoted periods, management’s estimate of future level of operations and discount rate
|
|
December 31,
|
||||||
|
2017
|
|
2016
|
||||
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 $1,847 and $2,301, respectively, interest payable semiannually
|
248,153
|
|
|
247,699
|
|
||
Total
|
$
|
255,968
|
|
|
$
|
255,514
|
|
(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,
2017
was
1.91%
.
|
|
December 31, 2017
|
||
Credit facility maximum amount
|
$
|
150,000
|
|
Borrowing availability
|
147,706
|
|
|
Outstanding letters of credit issued
|
37,857
|
|
|
Outstanding borrowings
|
—
|
|
|
Borrowing availability, net of outstanding letters of credit and borrowings
|
$
|
109,849
|
|
|
December 31, 2017
|
||
Credit facility maximum amount
|
$
|
50,000
|
|
Borrowing availability
|
50,000
|
|
|
Outstanding letters of credit issued
|
—
|
|
|
Outstanding borrowings
|
—
|
|
|
Borrowing availability, net of outstanding letters of credit and borrowings
|
$
|
50,000
|
|
(i)
|
all of our and the Guarantor Subsidiaries' property, plant and equipment;
|
(ii)
|
all equity interests in domestic subsidiaries directly owned by us and the Guarantor Subsidiaries and
65%
of equity interests in foreign subsidiaries or foreign holding companies directly owned by us and the Guarantor Subsidiaries;
|
(iii)
|
intercompany notes owed by any non-guarantor to us or any Guarantor Subsidiary to us; and
|
(iv)
|
proceeds of the foregoing.
|
Year - Redemption rights
|
|
Percentage
|
2018
|
|
101.875%
|
2019 and thereafter
|
|
100.000%
|
Offsetting of financial instruments and derivatives
|
|
Balance sheet location
|
|
December 31, 2017
|
|
December 31, 2016
|
||||
Contingent obligation – principal
|
|
Other liabilities
|
|
$
|
(12,902
|
)
|
|
$
|
(12,902
|
)
|
Contingent obligation – accrued interest
|
|
Other liabilities
|
|
(9,524
|
)
|
|
(8,113
|
)
|
||
Contingent obligation – derivative asset
|
|
Other liabilities
|
|
22,426
|
|
|
21,015
|
|
||
|
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Common and Preferred Stock Activity:
|
Preferred stock
|
|
Common stock
|
|||||
(in shares)
|
Series A Convertible
|
|
Treasury
|
|
Outstanding
|
|||
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
|
|
Beginning balance as of December 31, 2015
|
76,539
|
|
|
7,186,521
|
|
|
87,038,050
|
|
Repurchase of common stock
|
—
|
|
|
—
|
|
|
—
|
|
Conversion of convertible preferred stock
|
(914
|
)
|
|
—
|
|
|
91,362
|
|
Issuance for share-based compensation plans
|
—
|
|
|
—
|
|
|
121,485
|
|
Beginning balance as of December 31, 2016
|
75,625
|
|
|
7,186,521
|
|
|
87,250,897
|
|
Repurchase of common stock
|
—
|
|
|
—
|
|
|
—
|
|
Conversion of convertible preferred stock
|
(1,261
|
)
|
|
—
|
|
|
126,098
|
|
Issuance for share-based compensation plans
|
—
|
|
|
—
|
|
|
167,782
|
|
Ending balance as of December 31, 2017
|
74,364
|
|
|
7,186,521
|
|
|
87,544,777
|
|
•
|
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.
|
|
2017
|
|
2016
|
||||
Raw materials
|
$
|
106,210
|
|
|
$
|
59,415
|
|
Work-in-process
|
49,584
|
|
|
35,539
|
|
||
Finished goods
|
40,852
|
|
|
26,613
|
|
||
Operating and other supplies
|
120,823
|
|
|
111,996
|
|
||
Inventories
|
$
|
317,469
|
|
|
$
|
233,563
|
|
|
2017
|
|
2016
|
||||
Land and improvements
|
$
|
41,823
|
|
|
$
|
42,654
|
|
Buildings and improvements
|
331,735
|
|
|
330,254
|
|
||
Machinery and equipment
|
1,398,687
|
|
|
1,374,551
|
|
||
Construction in progress
|
22,517
|
|
|
21,106
|
|
||
|
1,794,762
|
|
|
1,768,565
|
|
||
Less accumulated depreciation
|
(822,846
|
)
|
|
(742,280
|
)
|
||
Property, plant and equipment - net
|
$
|
971,916
|
|
|
$
|
1,026,285
|
|
Components of AOCL
|
2017
|
|
2016
|
||||
Defined benefit plan liabilities
|
$
|
(102,053
|
)
|
|
$
|
(125,917
|
)
|
Gain (loss) on financial instruments
|
2,673
|
|
|
2,860
|
|
||
Other comprehensive loss before income tax effect
|
(99,380
|
)
|
|
(123,057
|
)
|
||
Income tax effect (1)
|
7,638
|
|
|
9,164
|
|
||
Accumulated other comprehensive loss
|
$
|
(91,742
|
)
|
|
$
|
(113,893
|
)
|
(1)
|
The allocation of the income tax effect to the components of other comprehensive loss is as follows:
|
|
2017
|
|
2016
|
||||
Defined benefit plan liabilities
|
$
|
8,173
|
|
|
$
|
9,736
|
|
Gain (loss) on financial instruments
|
(535
|
)
|
|
(572
|
)
|
|
Defined benefit plan and other postretirement liabilities
|
|
Gain (loss) on financial instruments
|
|
Total, net of tax
|
||||||
Balance, December 31, 2014
|
$
|
(115,852
|
)
|
|
$
|
(1,830
|
)
|
|
$
|
(117,682
|
)
|
Other comprehensive income (loss) before reclassifications
|
7,311
|
|
|
—
|
|
|
7,311
|
|
|||
Net amount reclassified to net loss
|
(2,126
|
)
|
|
(153
|
)
|
|
(2,279
|
)
|
|||
Balance, December 31, 2015
|
(110,667
|
)
|
|
(1,983
|
)
|
|
(112,650
|
)
|
|||
Other comprehensive income before reclassifications
|
(9,521
|
)
|
|
—
|
|
|
(9,521
|
)
|
|||
Net amount reclassified to net loss
|
4,007
|
|
|
4,271
|
|
|
8,278
|
|
|||
Balance, December 31, 2016
|
(116,181
|
)
|
|
2,288
|
|
|
(113,893
|
)
|
|||
Other comprehensive income before reclassifications
|
20,204
|
|
|
—
|
|
|
20,204
|
|
|||
Net amount reclassified to net income
|
2,097
|
|
|
(150
|
)
|
|
1,947
|
|
|||
Balance, December 31, 2017
|
$
|
(93,880
|
)
|
|
$
|
2,138
|
|
|
$
|
(91,742
|
)
|
|
|
|
|
Gains (Losses) Reclassified from AOCL to the Consolidated Statements of Operations
|
||||||||||
AOCL Components
|
|
Location
|
|
2017
|
|
2016
|
|
2015
|
||||||
Defined benefit plan and other postretirement liabilities
|
|
Cost of goods sold
|
|
$
|
3,075
|
|
|
$
|
3,464
|
|
|
$
|
(1,696
|
)
|
|
|
Selling, general and administrative expenses
|
|
(429
|
)
|
|
465
|
|
|
235
|
|
|||
|
|
Other operating expense, net
|
|
1,015
|
|
|
1,585
|
|
|
904
|
|
|||
|
|
Income tax expense
|
|
(1,564
|
)
|
|
(1,507
|
)
|
|
(1,569
|
)
|
|||
|
|
Net of tax
|
|
$
|
2,097
|
|
|
$
|
4,007
|
|
|
$
|
(2,126
|
)
|
|
|
|
|
|
|
|
|
|
||||||
Gain (loss) on financial instruments
|
|
Cost of goods sold
|
|
$
|
(186
|
)
|
|
$
|
(185
|
)
|
|
$
|
(186
|
)
|
|
|
Helguvik impairment
|
|
—
|
|
|
4,480
|
|
|
—
|
|
|||
|
|
Income tax benefit
|
|
36
|
|
|
(24
|
)
|
|
33
|
|
|||
|
|
Net of tax
|
|
$
|
(150
|
)
|
|
$
|
4,271
|
|
|
$
|
(153
|
)
|
|
Pension
|
|
OPEB
|
||||||||||||
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||||||
Change in benefit obligation:
|
|
|
|
|
|
|
|
||||||||
Benefit obligation at beginning of year
|
$
|
328,047
|
|
|
$
|
326,571
|
|
|
$
|
133,856
|
|
|
$
|
132,550
|
|
Service cost
|
4,384
|
|
|
4,651
|
|
|
801
|
|
|
1,003
|
|
||||
Interest cost
|
13,310
|
|
|
13,892
|
|
|
5,317
|
|
|
5,595
|
|
||||
Plan amendments
|
—
|
|
|
—
|
|
|
(27,395
|
)
|
|
—
|
|
||||
Actuarial loss (gain)
|
18,523
|
|
|
12,761
|
|
|
14,698
|
|
|
1,919
|
|
||||
Medicare Part D
|
—
|
|
|
—
|
|
|
406
|
|
|
38
|
|
||||
Benefits paid
|
(20,156
|
)
|
|
(29,828
|
)
|
|
(6,919
|
)
|
|
(7,249
|
)
|
||||
Benefit obligation at end of year
|
$
|
344,108
|
|
|
$
|
328,047
|
|
|
$
|
120,764
|
|
|
$
|
133,856
|
|
|
Pension
|
|
OPEB
|
||||||||||||
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||||||
Change in plan assets:
|
|
|
|
|
|
|
|
||||||||
Fair value of plan assets at beginning of year
|
$
|
276,741
|
|
|
$
|
280,862
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Actual return on plan assets
|
45,027
|
|
|
23,932
|
|
|
—
|
|
|
—
|
|
||||
Employer contributions
|
1,755
|
|
|
1,775
|
|
|
6,513
|
|
|
7,211
|
|
||||
Medicare Part D subsidy received
|
—
|
|
|
—
|
|
|
406
|
|
|
38
|
|
||||
Benefits paid
|
(20,156
|
)
|
|
(29,828
|
)
|
|
(6,919
|
)
|
|
(7,249
|
)
|
||||
Fair value of assets at end of year
|
$
|
303,367
|
|
|
$
|
276,741
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
Pension
|
|
OPEB
|
||||||||||||
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||||||
Funded status of plans:
|
|
|
|
|
|
|
|
||||||||
Funded status
|
$
|
(40,741
|
)
|
|
$
|
(51,306
|
)
|
|
$
|
(120,764
|
)
|
|
$
|
(133,856
|
)
|
Amounts recognized in the Consolidated Balance Sheets:
|
|
|
|
|
|
|
|
|
|
|
|
||||
Current liabilities
|
(1,812
|
)
|
|
(1,813
|
)
|
|
(7,459
|
)
|
|
(7,501
|
)
|
||||
Non-current liabilities
|
(38,929
|
)
|
|
(49,493
|
)
|
|
(113,305
|
)
|
|
(126,355
|
)
|
||||
Net amount recognized
|
$
|
(40,741
|
)
|
|
$
|
(51,306
|
)
|
|
$
|
(120,764
|
)
|
|
$
|
(133,856
|
)
|
Amounts recognized in accumulated other comprehensive loss (pre-tax):
|
|
|
|
|
|
|
|
|
|
||||||
Net loss
|
$
|
71,199
|
|
|
$
|
83,451
|
|
|
$
|
58,434
|
|
|
$
|
47,957
|
|
Prior service cost (benefit)
|
998
|
|
|
1,104
|
|
|
(28,935
|
)
|
|
(6,595
|
)
|
||||
Total
|
$
|
72,197
|
|
|
$
|
84,555
|
|
|
$
|
29,499
|
|
|
$
|
41,362
|
|
|
Year Ended December 31,
|
||||||||||||||||||||||
|
Pension
|
|
OPEB
|
||||||||||||||||||||
|
2017
|
|
2016
|
|
2015
|
|
2017
|
|
2016
|
|
2015
|
||||||||||||
Service cost
|
$
|
4,384
|
|
|
$
|
4,651
|
|
|
$
|
6,346
|
|
|
$
|
801
|
|
|
$
|
1,003
|
|
|
$
|
1,970
|
|
Interest cost
|
13,310
|
|
|
13,892
|
|
|
13,388
|
|
|
5,317
|
|
|
5,595
|
|
|
5,985
|
|
||||||
Expected return on plan assets
|
(18,997
|
)
|
|
(18,774
|
)
|
|
(21,241
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Amortization of prior service costs
|
106
|
|
|
106
|
|
|
110
|
|
|
(3,692
|
)
|
|
(2,781
|
)
|
|
(3,728
|
)
|
||||||
Amortization of net loss
|
4,745
|
|
|
4,666
|
|
|
3,980
|
|
|
3,865
|
|
|
3,537
|
|
|
3,814
|
|
||||||
Curtailment cost (benefit)
|
—
|
|
|
—
|
|
|
1,235
|
|
|
(1,364
|
)
|
|
—
|
|
|
(4,266
|
)
|
||||||
Net periodic benefit cost
|
$
|
3,548
|
|
|
$
|
4,541
|
|
|
$
|
3,818
|
|
|
$
|
4,927
|
|
|
$
|
7,354
|
|
|
$
|
3,775
|
|
|
Year Ended December 31,
|
||||||||||||||
|
Pension
|
|
OPEB
|
||||||||||||
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||||||
Net loss (gain)
|
$
|
(7,507
|
)
|
|
$
|
7,603
|
|
|
$
|
14,699
|
|
|
$
|
1,919
|
|
Prior service cost (benefit)
|
—
|
|
|
—
|
|
|
(27,396
|
)
|
|
—
|
|
||||
Amortization of net loss, including recognition due to settlement
|
(4,745
|
)
|
|
(4,666
|
)
|
|
(3,865
|
)
|
|
(3,537
|
)
|
||||
Amortization of prior service benefit (cost), including recognition due to curtailment
|
(106
|
)
|
|
(106
|
)
|
|
5,056
|
|
|
2,781
|
|
||||
Total amount recognized in other comprehensive loss
|
(12,358
|
)
|
|
2,831
|
|
|
(11,506
|
)
|
|
1,163
|
|
||||
Net periodic benefit cost
|
3,548
|
|
|
4,541
|
|
|
4,927
|
|
|
7,354
|
|
||||
Total recognized in net periodic benefit cost and other comprehensive loss
|
$
|
(8,810
|
)
|
|
$
|
7,372
|
|
|
$
|
(6,579
|
)
|
|
$
|
8,517
|
|
Amounts in accumulated other comprehensive loss expected to be recognized as components of net periodic benefit cost during 2018
|
|||||||
|
Pension
|
|
OPEB
|
||||
Amortization of net loss
|
$
|
5,966
|
|
|
$
|
3,722
|
|
Amortization of prior service cost (benefit)
|
106
|
|
|
(7,258
|
)
|
|
Pension
|
|
OPEB
|
||||||||
|
2017
|
|
2016
|
|
2015
|
|
2017
|
|
2016
|
|
2015
|
Measurement date
|
12/31/2016
|
|
12/31/2015
|
|
12/31/2014
|
|
12/31/2016
|
|
12/31/2015
|
|
12/31/2014
|
Fiscal year end
|
12/31/2017
|
|
12/31/2016
|
|
12/31/2015
|
|
12/31/2017
|
|
12/31/2016
|
|
12/31/2015
|
Discount rate
(1)
|
4.15%
|
|
4.44%
|
|
4.05%
|
|
4.05%
|
|
4.50%
|
|
4.00%
|
Rate of compensation increase
(2)
|
3%/4%
|
|
3%/4%
|
|
3%/4%
|
|
3%/4%
|
|
3%/4%
|
|
3%/4%
|
Expected return on plan assets
(3)
|
6.82%
|
|
7.10%
|
|
7.16%
|
|
—
|
|
—
|
|
—
|
(1)
|
We use the Ryan Curve to determine the discount rate.
|
(2)
|
For 2017, the rate of compensation increase is
3%
per year for the first two years and
4%
per year for year three and thereafter. For 2016, the rate of compensation increase is
3%
per year for the first three years and
4%
per year for year four and thereafter. For 2015, 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
|
$
|
784
|
|
|
$
|
(653
|
)
|
Effect on accumulated postretirement benefit obligation
|
12,461
|
|
|
(10,611
|
)
|
•
|
Provide a total return that, over the long term, provides sufficient assets to fund the pension plan liabilities subject to a level of risk, contributions and pension expense deemed appropriate by the company.
|
•
|
Minimize, where possible, pension expense volatility, and inclusion of liability driven investing as an investment strategy when appropriate. As the funding ratio improves, the objectives will evolve to minimize the funded status volatility.
|
•
|
Diversify investments within asset classes to reduce the impact of losses in single investments.
|
|
Pension Plan Asset Allocation
|
||||
|
2017 Target
|
|
December 31, 2017
|
|
December 31, 2016
|
Equities:
|
|
|
|
|
|
U.S. equities
|
29%
|
|
29%
|
|
34%
|
International equities
|
26%
|
|
26%
|
|
22%
|
Fixed income
|
45%
|
|
45%
|
|
44%
|
|
|
|
100%
|
|
100%
|
•
|
Provide higher expected returns of the major asset classes.
|
•
|
Maintain a diversified exposure within the U.S. and international stock markets through the use of multi-manager portfolio strategies.
|
•
|
Achieve returns in excess of passive indexes through the use of active investment managers and strategies.
|
•
|
Diversify the Pension Plans’ equity exposure by investing in fixed income securities that exhibit a low correlation to equities, thereby lowering the overall return volatility of the entire investment portfolio.
|
•
|
Maintain a diversified exposure within the U.S. fixed income market through the use of multi-manager portfolio strategies.
|
•
|
Achieve returns in excess of passive indexes through the use of active investment managers and strategies.
|
As of December 31, 2017
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
||||||||
Equities:
|
|
|
|
|
|
|
|
||||||||
U.S. equities
|
$
|
86,513
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
86,513
|
|
International equities
|
79,120
|
|
|
—
|
|
|
—
|
|
|
79,120
|
|
||||
Fixed income
|
137,734
|
|
|
—
|
|
|
—
|
|
|
137,734
|
|
||||
Total
|
$
|
303,367
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
303,367
|
|
As of December 31, 2016
|
|
|
|
|
|
|
|
|
|
|
|
||||
Equities:
|
|
|
|
|
|
|
|
|
|
|
|
||||
U.S. equities
|
$
|
93,773
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
93,773
|
|
International equities
|
61,453
|
|
|
—
|
|
|
—
|
|
|
61,453
|
|
||||
Fixed income
|
121,515
|
|
|
—
|
|
|
—
|
|
|
121,515
|
|
||||
Total
|
$
|
276,741
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
276,741
|
|
•
|
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.
|
|
2018
|
||
Expected pension plan contributions
|
$
|
1,812
|
|
Expected OPEB benefits payments
|
7,459
|
|
|
Pension Benefits
|
|
OPEB Benefits
|
||||
2018
|
$
|
20,261
|
|
|
$
|
7,459
|
|
2019
|
20,802
|
|
|
7,559
|
|
||
2020
|
21,057
|
|
|
7,625
|
|
||
2021
|
21,030
|
|
|
7,847
|
|
||
2022
|
21,382
|
|
|
7,876
|
|
||
2023 – 2027
|
101,437
|
|
|
38,085
|
|
•
|
Assets contributed to the multi-employer 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 multi-employer 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 2017 (1)
|
|
Green
|
Pension Protection Act Zone Status 2016 (1)
|
|
Green
|
Subject to Financial Improvement/Rehabilitation Plan
|
|
No
|
Contributions of Century Aluminum 2017
|
|
$767
|
Contributions of Century Aluminum 2016
|
|
$788
|
Contributions of Century Aluminum 2015
|
|
$1,618
|
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
2017
and
2016
is for the plan's year-end December 31,
2016
and December 31,
2015
, 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, 2017
|
|
359,570
|
|
|
$
|
24.95
|
|
|
|
|
|
||
Exercised
|
|
(61,648
|
)
|
|
|
|
|
|
|
|
|||
Forfeited/expired
|
|
(131,165
|
)
|
|
51.00
|
|
|
|
|
|
|||
Outstanding, fully vested and exercisable at December 31, 2017 (1)
|
|
166,757
|
|
|
$
|
11.02
|
|
|
1.24
|
|
$
|
1,954
|
|
(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. Of the
166,757
outstanding options at
December 31, 2017
there are
149,257
options with an exercise price of
$6.55
per share that expire in
May 2019
.
|
Service-based share awards
|
|
Number
|
|
Outstanding at January 1, 2017
|
|
741,036
|
|
Granted
|
|
337,951
|
|
Vested
|
|
(172,526
|
)
|
Forfeited
|
|
(61,053
|
)
|
Outstanding at December 31, 2017
|
|
845,408
|
|
|
Year ended December 31,
|
||||||||||
Service-based share awards
|
2017
|
|
2016
|
|
2015
|
||||||
Weighted average per share fair value of service-based share grants
|
$
|
8.92
|
|
|
$
|
7.14
|
|
|
$
|
4.21
|
|
Total intrinsic value of option exercises
|
624
|
|
|
—
|
|
|
—
|
|
|
Year ended December 31,
|
||||||||||
|
2017
|
|
2016
|
|
2015
|
||||||
Share-based compensation expense reported:
|
|
|
|
|
|
||||||
Performance-based share expense
|
$
|
3,968
|
|
|
$
|
2,402
|
|
|
$
|
2,645
|
|
Service-based share expense
|
3,433
|
|
|
2,105
|
|
|
428
|
|
|||
Total share-based compensation expense before income tax
|
7,401
|
|
|
4,507
|
|
|
3,073
|
|
|||
Income tax
|
—
|
|
|
—
|
|
|
—
|
|
|||
Total share-based compensation expense, net of income tax
|
$
|
7,401
|
|
|
$
|
4,507
|
|
|
$
|
3,073
|
|
|
For the year ended December 31, 2017
|
|||||||||
|
Net income
|
|
Shares (000)
|
|
Per Share
|
|||||
Net income
|
$
|
48,580
|
|
|
|
|
|
|||
Amount allocated to common stockholders
|
92
|
%
|
|
|
|
|
|
|||
Basic EPS:
|
|
|
|
|
|
|
|
|||
Net income allocated to common stockholders
|
$
|
44,714
|
|
|
87,295
|
|
|
$
|
0.51
|
|
Effect of dilutive securities:
|
|
|
|
|
|
|||||
Stock options
|
|
|
101
|
|
|
|
||||
Service-based share awards
|
|
|
624
|
|
|
|
||||
Diluted EPS:
|
$
|
44,714
|
|
|
88,020
|
|
|
$
|
0.51
|
|
|
For the year ended December 31, 2016
|
|||||||||
|
Net loss
|
|
Shares (000)
|
|
Per Share
|
|||||
Net loss
|
$
|
(252,415
|
)
|
|
|
|
|
|
||
Amount allocated to common stockholders
|
100
|
%
|
|
|
|
|
|
|||
Basic and Diluted EPS:
|
|
|
|
|
|
|
|
|||
Net loss allocated to common stockholders
|
$
|
(252,415
|
)
|
|
87,064
|
|
|
$
|
(2.90
|
)
|
|
For the year ended December 31, 2015
|
|||||||||
|
Net income
|
|
Shares (000)
|
|
Per Share
|
|||||
Net loss
|
$
|
(59,310
|
)
|
|
|
|
|
|
||
Amount allocated to common stockholders
|
100
|
%
|
|
|
|
|
|
|||
Basic and Diluted EPS:
|
|
|
|
|
|
|
|
|||
Net loss allocated to common stockholders
|
$
|
(59,310
|
)
|
|
87,375
|
|
|
$
|
(0.68
|
)
|
Securities excluded from the calculation of diluted EPS:
|
2017
|
|
2016
|
|
2015
|
|||
Stock options
(1)
|
83,083
|
|
|
105,453
|
|
|
356,634
|
|
Service-based share awards
(1)
|
496,036
|
|
|
840,402
|
|
|
608,914
|
|
(1)
|
In periods when we report a net loss, all share-based compensation awards are excluded from the calculation of diluted weighted average shares outstanding because of their antidilutive effect on earnings (loss) per share.
|
A reconciliation of the statutory U.S. Federal income tax rate to the effective income tax rate on income (loss) is as follows:
|
||||||||
|
2017
|
|
2016
|
|
2015
|
|||
Federal Statutory Rate
|
35.0
|
%
|
|
35.0
|
%
|
|
35.0
|
%
|
Permanent differences
|
57.5
|
|
|
7.7
|
|
|
1.9
|
|
State taxes, net of Federal benefit
|
(6.6
|
)
|
|
6.1
|
|
|
(16.0
|
)
|
Rate change
|
370.5
|
|
|
(4.2
|
)
|
|
—
|
|
Foreign earnings taxed at different rates than U.S.
|
(40.5
|
)
|
|
(13.5
|
)
|
|
3.0
|
|
Valuation allowance
|
(401.4
|
)
|
|
(27.5
|
)
|
|
(56.6
|
)
|
Changes in uncertain tax reserves
|
3.8
|
|
|
(1.0
|
)
|
|
(4.2
|
)
|
Other
|
(4.6
|
)
|
|
(3.7
|
)
|
|
14.3
|
|
Effective tax rate
|
13.7
|
%
|
|
(1.1
|
)%
|
|
(22.6
|
)%
|
|
2017
|
|
2016
|
||||
Deferred tax assets:
|
|
|
|
||||
Accrued postretirement benefit cost
|
$
|
39,417
|
|
|
$
|
69,725
|
|
Accrued liabilities
|
3,125
|
|
|
4,679
|
|
||
Share-based compensation
|
1,319
|
|
|
6,071
|
|
||
Goodwill
|
1,996
|
|
|
5,539
|
|
||
Net operating losses and tax credits
|
551,098
|
|
|
739,712
|
|
||
Foreign basis differences
|
13,875
|
|
|
13,929
|
|
||
Ravenswood retiree legal settlement
|
3,089
|
|
|
8,683
|
|
||
Other
|
3,091
|
|
|
5,747
|
|
||
Total deferred tax assets
|
617,010
|
|
|
854,085
|
|
||
Valuation allowance
|
(607,813
|
)
|
|
(839,082
|
)
|
||
Net deferred tax assets
|
$
|
9,197
|
|
|
$
|
15,003
|
|
Deferred tax liabilities:
|
|
|
|
|
|
||
Tax over financial statement depreciation
|
$
|
(109,733
|
)
|
|
$
|
(119,378
|
)
|
Unremitted foreign earnings
|
—
|
|
|
(808
|
)
|
||
Total deferred tax liabilities
|
(109,733
|
)
|
|
(120,186
|
)
|
||
Net deferred tax liability
|
$
|
(100,536
|
)
|
|
$
|
(105,183
|
)
|
|
2017
|
|
2016
|
|
2015
|
||||||
Beginning balance, valuation allowance
|
$
|
839,082
|
|
|
$
|
768,764
|
|
|
$
|
748,283
|
|
Remeasurement of deferred tax assets
|
(205,150
|
)
|
|
—
|
|
|
—
|
|
|||
Release of valuation allowance
|
—
|
|
|
(6,007
|
)
|
|
—
|
|
|||
Other change in valuation allowance
|
(26,119
|
)
|
|
76,325
|
|
|
20,481
|
|
|||
Ending balance, valuation allowance
|
$
|
607,813
|
|
|
$
|
839,082
|
|
|
$
|
768,764
|
|
|
2017
|
|
2016
|
||||
Federal
(1)
|
$
|
1,514,243
|
|
|
$
|
1,510,558
|
|
State
(2)
|
2,480,523
|
|
|
1,901,554
|
|
||
Foreign
(3)
|
532,582
|
|
|
540,819
|
|
(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
; the Netherlands NOL begins to expire in
2022
.
|
|
2017
|
|
2016
|
|
2015
|
||||||
Balance as of January 1,
|
$
|
6,400
|
|
|
$
|
3,800
|
|
|
$
|
2,000
|
|
Additions based on tax positions related to the current year
|
2,100
|
|
|
2,700
|
|
|
1,800
|
|
|||
Decreases due to lapse of applicable statute of limitations
|
(100
|
)
|
|
(100
|
)
|
|
—
|
|
|||
Settlements
|
—
|
|
|
—
|
|
|
—
|
|
|||
Balance as of December 31,
|
$
|
8,400
|
|
|
$
|
6,400
|
|
|
$
|
3,800
|
|
|
2017
|
|
2016
|
|
2015
|
||||||
Highly certain tax positions
|
$
|
8,300
|
|
|
$
|
6,300
|
|
|
$
|
3,700
|
|
Other unrecognized tax benefits
|
100
|
|
|
100
|
|
|
100
|
|
|||
Gross unrecognized tax benefits
|
$
|
8,400
|
|
|
$
|
6,400
|
|
|
$
|
3,800
|
|
Accrued interest and penalties related to unrecognized tax positions
|
$
|
40
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
Year ended December 31,
|
||||||
|
2017
|
|
2016
|
||||
Beginning balance, ARO liability
|
$
|
35,418
|
|
|
$
|
35,165
|
|
Additional ARO liability incurred
|
1,354
|
|
|
1,272
|
|
||
ARO liabilities settled
|
(9,900
|
)
|
|
(1,930
|
)
|
||
Accretion expense
|
1,924
|
|
|
1,903
|
|
||
Adjustments
|
(278
|
)
|
|
(992
|
)
|
||
Ending balance, ARO liability
|
$
|
28,518
|
|
|
$
|
35,418
|
|
|
Year Ended December 31,
|
||||||||||
|
2017
|
|
2016
|
|
2015
|
||||||
Cash paid for:
|
|
|
|
|
|
|
|||||
Interest
|
$
|
19,529
|
|
|
$
|
19,511
|
|
|
$
|
18,781
|
|
Income/withholding taxes, net
(1)
|
5,561
|
|
|
13,904
|
|
|
24,125
|
|
|||
Non-cash investing and financing activities:
|
|
|
|
|
|
|
|
||||
Accrued capital costs
|
$
|
553
|
|
|
$
|
3,018
|
|
|
$
|
777
|
|
(1)
|
We paid withholding taxes in Iceland on intercompany dividends of
$8,388
during the year ended December 31,
2015
(there were none for the years ended December 31,
2017
and
2016
). 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
|
||||||||||||
2017
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
4th Quarter
(1)
|
$
|
433,847
|
|
|
$
|
47,892
|
|
|
$
|
35,805
|
|
|
$
|
32,963
|
|
|
$
|
0.38
|
|
|
$
|
0.37
|
|
3rd Quarter
|
400,645
|
|
|
41,402
|
|
|
20,783
|
|
|
19,132
|
|
|
0.22
|
|
|
0.22
|
|
||||||
2nd Quarter
|
388,802
|
|
|
22,460
|
|
|
7,131
|
|
|
6,563
|
|
|
0.08
|
|
|
0.07
|
|
||||||
1st Quarter
(2)
|
365,786
|
|
|
16,851
|
|
|
(15,139
|
)
|
|
(15,139
|
)
|
|
(0.17
|
)
|
|
(0.17
|
)
|
||||||
2016
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
4th Quarter
(3)
|
$
|
339,836
|
|
|
$
|
5,057
|
|
|
$
|
(168,464
|
)
|
|
$
|
(168,464
|
)
|
|
$
|
(1.93
|
)
|
|
$
|
(1.93
|
)
|
3rd Quarter
(4)
|
333,650
|
|
|
(17,612
|
)
|
|
(58,273
|
)
|
|
(58,273
|
)
|
|
(0.67
|
)
|
|
(0.67
|
)
|
||||||
2nd Quarter
|
326,754
|
|
|
5,582
|
|
|
(9,515
|
)
|
|
(9,515
|
)
|
|
(0.11
|
)
|
|
(0.11
|
)
|
||||||
1st Quarter
|
318,854
|
|
|
(3,052
|
)
|
|
(16,163
|
)
|
|
(16,163
|
)
|
|
(0.19
|
)
|
|
(0.19
|
)
|
(1)
|
The fourth quarter of 2017 was favorably impacted by a
$7,310
gain on the extinguishment of a portion of our contractual commitments associated with the construction of the Helguvik project.
|
(2)
|
The first quarter of 2017 was unfavorably impacted by net losses on forward and derivative contracts of
$16,137
.
|
(3)
|
The fourth quarter of 2016 was unfavorably impacted by a
$152,200
impairment charge for Helguvik.
|
(4)
|
The third quarter of 2016 was unfavorably impacted by a
$23,000
charge related to the Ravenswood retiree medical proposed settlement.
|
Segment assets
(1)
|
2017
|
|
2016
|
|
2015
|
||||||
Primary
|
$
|
1,530,975
|
|
|
$
|
1,492,964
|
|
|
$
|
1,706,032
|
|
Corporate, unallocated
|
50,666
|
|
|
47,363
|
|
|
46,436
|
|
|||
Total assets
|
$
|
1,581,641
|
|
|
$
|
1,540,327
|
|
|
$
|
1,752,468
|
|
(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.
|
|
2017
|
|
2016
|
|
2015
|
||||||
Net sales:
|
|
|
|
|
|
||||||
United States
|
$
|
938,333
|
|
|
$
|
808,912
|
|
|
$
|
1,373,714
|
|
Iceland
|
650,747
|
|
|
510,182
|
|
|
576,143
|
|
|||
Long-lived assets:
(1)
|
|
|
|
|
|
|
|
|
|||
United States
|
$
|
370,029
|
|
|
$
|
395,107
|
|
|
$
|
408,722
|
|
Iceland
|
582,981
|
|
|
625,897
|
|
|
801,268
|
|
|||
Other
|
74,957
|
|
|
78,701
|
|
|
94,421
|
|
(1)
|
Includes long-lived assets other than financial instruments and deferred taxes.
|
|
Year Ended December 31,
|
||||||||||
|
2017
|
|
2016
|
|
2015
|
||||||
Glencore
|
$
|
1,198,076
|
|
|
$
|
1,178,631
|
|
|
$
|
1,867,711
|
|
Condensed Consolidating Statements of Comprehensive Income (Loss)
|
||||||||||||||||||||
For the year ended December 31, 2017
|
||||||||||||||||||||
|
|
The Company
|
|
Combined Guarantor Subsidiaries
|
|
Combined Non-Guarantor Subsidiaries
|
|
Consolidating Adjustments
|
|
Total Consolidated
|
||||||||||
NET SALES:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Related parties
|
|
$
|
—
|
|
|
$
|
547,458
|
|
|
$
|
650,618
|
|
|
$
|
—
|
|
|
$
|
1,198,076
|
|
Other customers
|
|
—
|
|
|
390,875
|
|
|
129
|
|
|
—
|
|
|
391,004
|
|
|||||
Total net sales
|
|
—
|
|
|
938,333
|
|
|
650,747
|
|
|
—
|
|
|
1,589,080
|
|
|||||
Cost of goods sold
|
|
—
|
|
|
888,176
|
|
|
572,299
|
|
|
—
|
|
|
1,460,475
|
|
|||||
Gross profit
|
|
—
|
|
|
50,157
|
|
|
78,448
|
|
|
—
|
|
|
128,605
|
|
|||||
Selling, general and administrative expenses
|
|
27,846
|
|
|
12,905
|
|
|
4,695
|
|
|
—
|
|
|
45,446
|
|
|||||
Helguvik (gains)
|
|
—
|
|
|
—
|
|
|
(7,310
|
)
|
|
—
|
|
|
(7,310
|
)
|
|||||
Ravenswood (gains)
|
|
—
|
|
|
—
|
|
|
(5,500
|
)
|
|
—
|
|
|
(5,500
|
)
|
|||||
Other operating expense - net
|
|
—
|
|
|
—
|
|
|
2,111
|
|
|
—
|
|
|
2,111
|
|
|||||
Operating income (loss)
|
|
(27,846
|
)
|
|
37,252
|
|
|
84,452
|
|
|
—
|
|
|
93,858
|
|
|||||
Interest expense - third parties
|
|
(20,397
|
)
|
|
(1,554
|
)
|
|
(223
|
)
|
|
—
|
|
|
(22,174
|
)
|
|||||
Interest income (expense) - affiliates
|
|
37,184
|
|
|
8,760
|
|
|
(45,944
|
)
|
|
—
|
|
|
—
|
|
|||||
Interest income - third parties
|
|
482
|
|
|
—
|
|
|
915
|
|
|
—
|
|
|
1,397
|
|
|||||
Net gain (loss) on forward and derivative contracts
|
|
—
|
|
|
(17,073
|
)
|
|
524
|
|
|
—
|
|
|
(16,549
|
)
|
|||||
Other income (expense) - net
|
|
986
|
|
|
2,976
|
|
|
(5,123
|
)
|
|
—
|
|
|
(1,161
|
)
|
|||||
Income (loss) before income taxes and equity in earnings of subsidiaries and joint ventures
|
|
(9,591
|
)
|
|
30,361
|
|
|
34,601
|
|
|
—
|
|
|
55,371
|
|
|||||
Income tax (expense) benefit
|
|
457
|
|
|
972
|
|
|
(9,012
|
)
|
|
—
|
|
|
(7,583
|
)
|
|||||
Income (loss) before equity in earnings of subsidiaries and joint ventures
|
|
(9,134
|
)
|
|
31,333
|
|
|
25,589
|
|
|
—
|
|
|
47,788
|
|
|||||
Equity in earnings of subsidiaries and joint ventures
|
|
57,714
|
|
|
2,703
|
|
|
792
|
|
|
(60,417
|
)
|
|
792
|
|
|||||
Net income
|
|
$
|
48,580
|
|
|
$
|
34,036
|
|
|
$
|
26,381
|
|
|
$
|
(60,417
|
)
|
|
$
|
48,580
|
|
Other comprehensive income before income tax effect
|
|
23,678
|
|
|
12,722
|
|
|
1,457
|
|
|
(14,179
|
)
|
|
23,678
|
|
|||||
Income tax effect
|
|
(1,527
|
)
|
|
—
|
|
|
37
|
|
|
(37
|
)
|
|
(1,527
|
)
|
|||||
Other comprehensive income
|
|
22,151
|
|
|
12,722
|
|
|
1,494
|
|
|
(14,216
|
)
|
|
22,151
|
|
|||||
Total comprehensive income
|
|
$
|
70,731
|
|
|
$
|
46,758
|
|
|
$
|
27,875
|
|
|
$
|
(74,633
|
)
|
|
$
|
70,731
|
|
Condensed Consolidating Statements of Comprehensive Income (Loss)
|
||||||||||||||||||||
For the year ended December 31, 2016
|
||||||||||||||||||||
|
|
The Company
|
|
Combined Guarantor Subsidiaries
|
|
Combined Non-Guarantor Subsidiaries
|
|
Consolidating Adjustments
|
|
Total Consolidated
|
||||||||||
NET SALES:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Related parties
|
|
$
|
—
|
|
|
$
|
668,486
|
|
|
$
|
510,145
|
|
|
$
|
—
|
|
|
$
|
1,178,631
|
|
Other customers
|
|
—
|
|
|
140,426
|
|
|
37
|
|
|
—
|
|
|
140,463
|
|
|||||
Total net sales
|
|
—
|
|
|
808,912
|
|
|
510,182
|
|
|
—
|
|
|
1,319,094
|
|
|||||
Cost of goods sold
|
|
—
|
|
|
862,632
|
|
|
467,504
|
|
|
—
|
|
|
1,330,136
|
|
|||||
Gross profit (loss)
|
|
—
|
|
|
(53,720
|
)
|
|
42,678
|
|
|
—
|
|
|
(11,042
|
)
|
|||||
Selling, general and administrative expenses
|
|
20,704
|
|
|
9,853
|
|
|
9,707
|
|
|
—
|
|
|
40,264
|
|
|||||
Helguvik losses
|
|
—
|
|
|
—
|
|
|
152,220
|
|
|
—
|
|
|
152,220
|
|
|||||
Ravenswood losses
|
|
—
|
|
|
—
|
|
|
26,830
|
|
|
—
|
|
|
26,830
|
|
|||||
Other operating expense - net
|
|
—
|
|
|
—
|
|
|
3,857
|
|
|
—
|
|
|
3,857
|
|
|||||
Operating loss
|
|
(20,704
|
)
|
|
(63,573
|
)
|
|
(149,936
|
)
|
|
—
|
|
|
(234,213
|
)
|
|||||
Interest expense - third parties
|
|
(20,378
|
)
|
|
(1,659
|
)
|
|
(179
|
)
|
|
—
|
|
|
(22,216
|
)
|
|||||
Interest income (expense) - affiliates
|
|
39,211
|
|
|
8,107
|
|
|
(47,318
|
)
|
|
—
|
|
|
—
|
|
|||||
Interest income - third parties
|
|
182
|
|
|
10
|
|
|
566
|
|
|
—
|
|
|
758
|
|
|||||
Net gain on forward and derivative contracts
|
|
—
|
|
|
3,487
|
|
|
—
|
|
|
—
|
|
|
3,487
|
|
|||||
Other income (expense) - net
|
|
1,239
|
|
|
218
|
|
|
(138
|
)
|
|
—
|
|
|
1,319
|
|
|||||
Loss before income taxes and equity in earnings (loss) of subsidiaries and joint ventures
|
|
(450
|
)
|
|
(53,410
|
)
|
|
(197,005
|
)
|
|
—
|
|
|
(250,865
|
)
|
|||||
Income tax (expense) benefit
|
|
1,925
|
|
|
—
|
|
|
(4,749
|
)
|
|
—
|
|
|
(2,824
|
)
|
|||||
Income (loss) before equity in earnings (loss) of subsidiaries and joint ventures
|
|
1,475
|
|
|
(53,410
|
)
|
|
(201,754
|
)
|
|
—
|
|
|
(253,689
|
)
|
|||||
Equity in earnings (loss) of subsidiaries and joint ventures
|
|
(253,890
|
)
|
|
12,463
|
|
|
1,274
|
|
|
241,427
|
|
|
1,274
|
|
|||||
Net loss
|
|
$
|
(252,415
|
)
|
|
$
|
(40,947
|
)
|
|
$
|
(200,480
|
)
|
|
$
|
241,427
|
|
|
$
|
(252,415
|
)
|
Other comprehensive income before income tax effect
|
|
288
|
|
|
1,868
|
|
|
5,134
|
|
|
(7,002
|
)
|
|
288
|
|
|||||
Income tax effect
|
|
(1,531
|
)
|
|
—
|
|
|
(24
|
)
|
|
24
|
|
|
(1,531
|
)
|
|||||
Other comprehensive income (loss)
|
|
(1,243
|
)
|
|
1,868
|
|
|
5,110
|
|
|
(6,978
|
)
|
|
(1,243
|
)
|
|||||
Total comprehensive loss
|
|
$
|
(253,658
|
)
|
|
$
|
(39,079
|
)
|
|
$
|
(195,370
|
)
|
|
$
|
234,449
|
|
|
$
|
(253,658
|
)
|
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
|
|
Other customers
|
|
—
|
|
|
82,327
|
|
|
43
|
|
|
(224
|
)
|
|
82,146
|
|
|||||
Total net sales
|
|
—
|
|
|
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 losses
|
|
—
|
|
|
—
|
|
|
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 subsidiaries and joint ventures
|
|
(9,154
|
)
|
|
(19,870
|
)
|
|
(10,340
|
)
|
|
(1,758
|
)
|
|
(41,122
|
)
|
|||||
Income tax (expense) benefit
|
|
2,140
|
|
|
—
|
|
|
(11,416
|
)
|
|
—
|
|
|
(9,276
|
)
|
|||||
Loss before equity in earnings (loss) of subsidiaries and joint ventures
|
|
(7,014
|
)
|
|
(19,870
|
)
|
|
(21,756
|
)
|
|
(1,758
|
)
|
|
(50,398
|
)
|
|||||
BHH impairment
|
|
—
|
|
|
—
|
|
|
(11,584
|
)
|
|
—
|
|
|
(11,584
|
)
|
|||||
Equity in earnings (loss) of subsidiaries and 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 Balance Sheet
|
||||||||||||||||||||
As of December 31, 2017
|
||||||||||||||||||||
|
|
The Company
|
|
Combined Guarantor Subsidiaries
|
|
Combined Non-Guarantor Subsidiaries
|
|
Consolidating Adjustments
|
|
Total Consolidated
|
||||||||||
Cash & cash equivalents
|
|
$
|
64,384
|
|
|
$
|
(132
|
)
|
|
$
|
102,959
|
|
|
$
|
—
|
|
|
$
|
167,211
|
|
Restricted cash
|
|
—
|
|
|
801
|
|
|
47
|
|
|
—
|
|
|
848
|
|
|||||
Accounts receivable - net
|
|
—
|
|
|
42,792
|
|
|
279
|
|
|
—
|
|
|
43,071
|
|
|||||
Due from affiliates
|
|
42
|
|
|
10,312
|
|
|
12
|
|
|
—
|
|
|
10,366
|
|
|||||
Inventories
|
|
181
|
|
|
205,156
|
|
|
112,132
|
|
|
—
|
|
|
317,469
|
|
|||||
Prepaid and other current assets
|
|
3,330
|
|
|
754
|
|
|
10,625
|
|
|
—
|
|
|
14,709
|
|
|||||
Total current assets
|
|
67,937
|
|
|
259,683
|
|
|
226,054
|
|
|
—
|
|
|
553,674
|
|
|||||
Property, plant and equipment - net
|
|
19,381
|
|
|
295,865
|
|
|
656,670
|
|
|
—
|
|
|
971,916
|
|
|||||
Investment in subsidiaries
|
|
751,820
|
|
|
53,942
|
|
|
—
|
|
|
(805,762
|
)
|
|
—
|
|
|||||
Due from affiliates - long term
|
|
513,328
|
|
|
349,572
|
|
|
9,430
|
|
|
(872,330
|
)
|
|
—
|
|
|||||
Other assets
|
|
27,954
|
|
|
34,162
|
|
|
25,915
|
|
|
(31,980
|
)
|
|
56,051
|
|
|||||
TOTAL
|
|
$
|
1,380,420
|
|
|
$
|
993,224
|
|
|
$
|
918,069
|
|
|
$
|
(1,710,072
|
)
|
|
$
|
1,581,641
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Accounts payable, trade
|
|
$
|
6,297
|
|
|
$
|
51,394
|
|
|
$
|
32,240
|
|
|
$
|
—
|
|
|
$
|
89,931
|
|
Due to affiliates
|
|
421
|
|
|
2,563
|
|
|
17,385
|
|
|
—
|
|
|
20,369
|
|
|||||
Accrued and other current liabilities
|
|
15,973
|
|
|
19,301
|
|
|
26,124
|
|
|
—
|
|
|
61,398
|
|
|||||
Accrued employee benefits costs
|
|
1,917
|
|
|
8,263
|
|
|
824
|
|
|
—
|
|
|
11,004
|
|
|||||
Industrial revenue bonds
|
|
—
|
|
|
7,815
|
|
|
—
|
|
|
—
|
|
|
7,815
|
|
|||||
Total current liabilities
|
|
24,608
|
|
|
89,336
|
|
|
76,573
|
|
|
—
|
|
|
190,517
|
|
|||||
Senior notes payable
|
|
248,153
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
248,153
|
|
|||||
Accrued pension benefits costs - less current portion
|
|
39,462
|
|
|
18,303
|
|
|
13,144
|
|
|
(31,980
|
)
|
|
38,929
|
|
|||||
Accrued postretirement benefits costs - less current portion
|
|
879
|
|
|
110,394
|
|
|
1,723
|
|
|
—
|
|
|
112,996
|
|
|||||
Other liabilities
|
|
3,523
|
|
|
31,991
|
|
|
22,413
|
|
|
—
|
|
|
57,927
|
|
|||||
Due to affiliates - long term
|
|
234,137
|
|
|
53,812
|
|
|
584,381
|
|
|
(872,330
|
)
|
|
—
|
|
|||||
Deferred taxes
|
|
15
|
|
|
1,748
|
|
|
101,713
|
|
|
—
|
|
|
103,476
|
|
|||||
Total noncurrent liabilities
|
|
526,169
|
|
|
216,248
|
|
|
723,374
|
|
|
(904,310
|
)
|
|
561,481
|
|
|||||
Preferred stock
|
|
1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1
|
|
|||||
Common stock
|
|
947
|
|
|
1
|
|
|
59
|
|
|
(60
|
)
|
|
947
|
|
|||||
Other shareholders' equity
|
|
828,695
|
|
|
687,639
|
|
|
118,063
|
|
|
(805,702
|
)
|
|
828,695
|
|
|||||
Total shareholders' equity
|
|
829,643
|
|
|
687,640
|
|
|
118,122
|
|
|
(805,762
|
)
|
|
829,643
|
|
|||||
TOTAL
|
|
$
|
1,380,420
|
|
|
$
|
993,224
|
|
|
$
|
918,069
|
|
|
$
|
(1,710,072
|
)
|
|
$
|
1,581,641
|
|
Condensed Consolidating Balance Sheet
|
||||||||||||||||||||
As of December 31, 2016
|
||||||||||||||||||||
|
|
The Company
|
|
Combined Guarantor Subsidiaries
|
|
Combined Non-Guarantor Subsidiaries
|
|
Consolidating Adjustments
|
|
Total Consolidated
|
||||||||||
Cash & cash equivalents
|
|
$
|
36,670
|
|
|
$
|
(255
|
)
|
|
$
|
95,988
|
|
|
$
|
—
|
|
|
$
|
132,403
|
|
Restricted cash
|
|
—
|
|
|
794
|
|
|
256
|
|
|
—
|
|
|
1,050
|
|
|||||
Accounts receivable - net
|
|
167
|
|
|
11,883
|
|
|
382
|
|
|
—
|
|
|
12,432
|
|
|||||
Due from affiliates
|
|
42
|
|
|
16,606
|
|
|
3
|
|
|
—
|
|
|
16,651
|
|
|||||
Inventories
|
|
180
|
|
|
146,689
|
|
|
86,694
|
|
|
—
|
|
|
233,563
|
|
|||||
Prepaid and other current assets
|
|
6,838
|
|
|
5,699
|
|
|
9,673
|
|
|
—
|
|
|
22,210
|
|
|||||
Assets held for sale
|
|
—
|
|
|
—
|
|
|
22,313
|
|
|
—
|
|
|
22,313
|
|
|||||
Total current assets
|
|
43,897
|
|
|
181,416
|
|
|
215,309
|
|
|
—
|
|
|
440,622
|
|
|||||
Property, plant and equipment - net
|
|
12,311
|
|
|
328,069
|
|
|
685,905
|
|
|
—
|
|
|
1,026,285
|
|
|||||
Investment in subsidiaries
|
|
702,659
|
|
|
51,240
|
|
|
—
|
|
|
(753,899
|
)
|
|
—
|
|
|||||
Due from affiliates - long term
|
|
529,873
|
|
|
346,893
|
|
|
1,792
|
|
|
(878,558
|
)
|
|
—
|
|
|||||
Other assets
|
|
28,215
|
|
|
49,331
|
|
|
27,596
|
|
|
(31,722
|
)
|
|
73,420
|
|
|||||
TOTAL
|
|
$
|
1,316,955
|
|
|
$
|
956,949
|
|
|
$
|
930,602
|
|
|
$
|
(1,664,179
|
)
|
|
$
|
1,540,327
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Accounts payable, trade
|
|
$
|
6,125
|
|
|
$
|
52,921
|
|
|
$
|
35,914
|
|
|
$
|
—
|
|
|
$
|
94,960
|
|
Due to affiliates
|
|
417
|
|
|
9,641
|
|
|
5,310
|
|
|
—
|
|
|
15,368
|
|
|||||
Accrued and other current liabilities
|
|
11,950
|
|
|
17,744
|
|
|
20,406
|
|
|
—
|
|
|
50,100
|
|
|||||
Accrued employee benefits costs
|
|
1,932
|
|
|
8,317
|
|
|
668
|
|
|
—
|
|
|
10,917
|
|
|||||
Industrial revenue bonds
|
|
—
|
|
|
7,815
|
|
|
—
|
|
|
—
|
|
|
7,815
|
|
|||||
Total current liabilities
|
|
20,424
|
|
|
96,438
|
|
|
62,298
|
|
|
—
|
|
|
179,160
|
|
|||||
Senior notes payable
|
|
247,699
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
247,699
|
|
|||||
Accrued pension benefits costs - less current portion
|
|
46,390
|
|
|
20,167
|
|
|
14,658
|
|
|
(31,722
|
)
|
|
49,493
|
|
|||||
Accrued postretirement benefits costs - less current portion
|
|
4,380
|
|
|
120,242
|
|
|
1,733
|
|
|
—
|
|
|
126,355
|
|
|||||
Other liabilities
|
|
4,160
|
|
|
30,920
|
|
|
36,946
|
|
|
—
|
|
|
72,026
|
|
|||||
Due to affiliates - long term
|
|
237,247
|
|
|
42,609
|
|
|
598,702
|
|
|
(878,558
|
)
|
|
—
|
|
|||||
Deferred taxes
|
|
—
|
|
|
2,735
|
|
|
106,204
|
|
|
—
|
|
|
108,939
|
|
|||||
Total noncurrent liabilities
|
|
539,876
|
|
|
216,673
|
|
|
758,243
|
|
|
(910,280
|
)
|
|
604,512
|
|
|||||
Preferred stock
|
|
1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1
|
|
|||||
Common stock
|
|
944
|
|
|
1
|
|
|
59
|
|
|
(60
|
)
|
|
944
|
|
|||||
Other shareholders' equity
|
|
755,710
|
|
|
643,837
|
|
|
110,002
|
|
|
(753,839
|
)
|
|
755,710
|
|
|||||
Total shareholders' equity
|
|
756,655
|
|
|
643,838
|
|
|
110,061
|
|
|
(753,899
|
)
|
|
756,655
|
|
|||||
TOTAL
|
|
$
|
1,316,955
|
|
|
$
|
956,949
|
|
|
$
|
930,602
|
|
|
$
|
(1,664,179
|
)
|
|
$
|
1,540,327
|
|
Condensed Consolidating Statement of Cash Flows
|
||||||||||||||||||||
For the year ended December 31, 2017
|
||||||||||||||||||||
|
|
The Company
|
|
Combined Guarantor Subsidiaries
|
|
Combined Non-Guarantor Subsidiaries
|
|
Consolidating Adjustments
|
|
Total Consolidated
|
||||||||||
Net cash provided by (used in) operating activities
|
|
$
|
(34,417
|
)
|
|
$
|
(6,993
|
)
|
|
$
|
96,123
|
|
|
$
|
(2,954
|
)
|
|
$
|
51,759
|
|
Purchase of property, plant and equipment
|
|
(10,889
|
)
|
|
(8,111
|
)
|
|
(12,839
|
)
|
|
—
|
|
|
(31,839
|
)
|
|||||
Proceeds from sale of property, plant and equipment
|
|
—
|
|
|
899
|
|
|
13,585
|
|
|
—
|
|
|
14,484
|
|
|||||
Intercompany transactions
|
|
75,726
|
|
|
6,081
|
|
|
(7,638
|
)
|
|
(74,169
|
)
|
|
—
|
|
|||||
Net cash provided by (used in) investing activities
|
|
64,837
|
|
|
(1,131
|
)
|
|
(6,892
|
)
|
|
(74,169
|
)
|
|
(17,355
|
)
|
|||||
Borrowings under revolving credit facilities
|
|
1,281
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,281
|
|
|||||
Repayments under revolving credit facilities
|
|
(1,281
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,281
|
)
|
|||||
Issuance of common stock
|
|
404
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
404
|
|
|||||
Intercompany transactions
|
|
(3,110
|
)
|
|
8,247
|
|
|
(82,260
|
)
|
|
77,123
|
|
|
—
|
|
|||||
Net cash provided by (used in) financing activities
|
|
(2,706
|
)
|
|
8,247
|
|
|
(82,260
|
)
|
|
77,123
|
|
|
404
|
|
|||||
CHANGE IN CASH AND CASH EQUIVALENTS
|
|
27,714
|
|
|
123
|
|
|
6,971
|
|
|
—
|
|
|
34,808
|
|
|||||
Cash and cash equivalents, beginning of period
|
|
36,670
|
|
|
(255
|
)
|
|
95,988
|
|
|
—
|
|
|
132,403
|
|
|||||
Cash and cash equivalents, end of period
|
|
$
|
64,384
|
|
|
$
|
(132
|
)
|
|
$
|
102,959
|
|
|
$
|
—
|
|
|
$
|
167,211
|
|
Condensed Consolidating Statement of Cash Flows
|
||||||||||||||||||||
For the year ended December 31, 2016
|
||||||||||||||||||||
|
|
The Company
|
|
Combined Guarantor Subsidiaries
|
|
Combined Non-Guarantor Subsidiaries
|
|
Consolidating Adjustments
|
|
Total Consolidated
|
||||||||||
Net cash provided by (used in) operating activities
|
|
$
|
(63,446
|
)
|
|
$
|
19,019
|
|
|
$
|
82,600
|
|
|
$
|
—
|
|
|
$
|
38,173
|
|
Purchase of property, plant and equipment
|
|
(1,425
|
)
|
|
(7,807
|
)
|
|
(12,712
|
)
|
|
—
|
|
|
(21,944
|
)
|
|||||
Proceeds from sale of property, plant and equipment
|
|
—
|
|
|
—
|
|
|
1,040
|
|
|
—
|
|
|
1,040
|
|
|||||
Restricted and other cash deposits
|
|
—
|
|
|
(3
|
)
|
|
(256
|
)
|
|
—
|
|
|
(259
|
)
|
|||||
Intercompany transactions
|
|
27,761
|
|
|
(15,305
|
)
|
|
(937
|
)
|
|
(11,519
|
)
|
|
—
|
|
|||||
Net cash provided by (used in) investing activities
|
|
26,336
|
|
|
(23,115
|
)
|
|
(12,865
|
)
|
|
(11,519
|
)
|
|
(21,163
|
)
|
|||||
Borrowings under revolving credit facilities
|
|
1,179
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,179
|
|
|||||
Repayments under revolving credit facilities
|
|
(1,179
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,179
|
)
|
|||||
Intercompany transactions
|
|
15,359
|
|
|
7,488
|
|
|
(34,366
|
)
|
|
11,519
|
|
|
—
|
|
|||||
Net cash provided by (used in) financing activities
|
|
15,359
|
|
|
7,488
|
|
|
(34,366
|
)
|
|
11,519
|
|
|
—
|
|
|||||
CHANGE IN CASH AND CASH EQUIVALENTS
|
|
(21,751
|
)
|
|
3,392
|
|
|
35,369
|
|
|
—
|
|
|
17,010
|
|
|||||
Cash and cash equivalents, beginning of period
|
|
58,421
|
|
|
(3,647
|
)
|
|
60,619
|
|
|
—
|
|
|
115,393
|
|
|||||
Cash and cash equivalents, end of period
|
|
$
|
36,670
|
|
|
$
|
(255
|
)
|
|
$
|
95,988
|
|
|
$
|
—
|
|
|
$
|
132,403
|
|
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 period
|
|
70,683
|
|
|
(1,187
|
)
|
|
93,746
|
|
|
—
|
|
|
163,242
|
|
|||||
Cash and cash equivalents, end of period
|
|
$
|
58,421
|
|
|
$
|
(3,647
|
)
|
|
$
|
60,619
|
|
|
$
|
—
|
|
|
$
|
115,393
|
|
10.4
|
8-K
|
001-34474
|
October 24, 2014
|
|
|
10.5
|
10-K
|
001-34474
|
March 2, 2015
|
|
|
10.6
|
8-K
|
001-34474
|
July 1, 2015
|
|
|
10.7
|
10-K
|
001-34474
|
March 7, 2016
|
|
|
10.8
|
10-Q
|
001-34474
|
May 9, 2017
|
|
|
10.9
|
8-K
|
001-34474
|
June 10, 2013
|
|
|
10.10
|
8-K
|
001-34474
|
June 10, 2013
|
|
|
10.11
|
10-K
|
001-34474
|
March 14, 2014
|
|
|
10.12
|
8-K
|
011-34474
|
April 15, 2016
|
|
|
10.13
|
|
|
|
X
|
|
10.14
|
|
10-K
|
001-34474
|
March 14, 2014
|
|
10.15
|
8-K
|
000-27918
|
July 8, 2008
|
|
|
10.16
|
8-K
|
000-27918
|
July 8, 2008
|
|
10.17
|
10-K
|
001-34474
|
March 16, 2010
|
|
|
10.18
|
8-K
|
000-27918
|
July 8, 2008
|
|
|
10.19
|
10-Q
|
001-34474
|
May 1, 2015
|
|
|
10.20
|
8-K
|
001-34474
|
June 27, 2014
|
|
|
10.21
|
10-Q
|
000-27918
|
August 10, 2009
|
|
|
10.22
|
10-K
|
001-34474
|
March 16, 2010
|
|
|
10.23
|
8-K
|
001-34474
|
June 27, 2014
|
|
|
10.24
|
10-K
|
001-34474
|
March 2, 2015
|
|
|
10.25
|
8-K
|
001-34474
|
March 25, 2013
|
|
|
10.26
|
8-K
|
001-34474
|
June 27, 2014
|
|
|
10.27
|
8-K
|
001-34474
|
June 27, 2014
|
|
|
10.28
|
8-K
|
001-34474
|
March 24, 2016
|
|
|
10.29
|
8-K
|
001-34474
|
December 14, 2015
|
|
|
10.30
|
8-K
|
001-34474
|
June 27, 2014
|
|
|
10.31
|
8-K
|
001-34474
|
June 27, 2014
|
|
|
10.32
|
8-K
|
001-34474
|
March 24, 2016
|
|
|
10.33
|
10-K
|
000-27918
|
March 16, 2006
|
|
|
10.34
|
10-Q
|
001-34474
|
August 9, 2011
|
|
|
10.35
|
8-K
|
000-27918
|
August 16, 2005
|
|
|
10.36
|
10-K
|
000-27918
|
March 16, 2006
|
|
|
10.37
|
10-K
|
001-34474
|
March 7, 2016
|
|
|
10.38
|
10-K
|
001-34474
|
March 7, 2016
|
|
|
|
Century Aluminum Company
|
|
By:
|
/s/ MICHAEL A. BLESS
|
|
|
Michael A. Bless
|
|
|
President and Chief Executive Officer (Principal Executive Officer and Principal Financial Officer)
|
|
Dated:
|
February 28, 2018
|
Signature
|
|
Title
|
|
Date
|
|
|
|
|
|
/s/ MICHAEL A. BLESS |
|
President and Chief Executive Officer and Director (Principal Executive Officer and Principal Financial Officer)
|
|
February 28, 2018
|
Michael A. Bless
|
|
|
||
|
|
|
|
|
*
|
|
Chairman
|
|
February 28, 2018
|
Terence Wilkinson
|
|
|
||
|
|
|
|
|
*
|
|
Director
|
|
February 28, 2018
|
Jarl Berntzen
|
|
|
||
|
|
|
|
|
*
|
|
Director
|
|
February 28, 2018
|
Errol Glasser
|
|
|
||
|
|
|
|
|
*
|
|
Director
|
|
February 28, 2018
|
Wilhelm van Jaarsveld
|
|
|
||
|
|
|
|
|
/s/ STEPHEN K. HEYROTH
|
|
Vice President and Chief Accounting Officer (Principal Accounting Officer)
|
|
February 28, 2018
|
Stephen K. Heyroth
|
|
|
||
|
|
|
|
|
*By: /s/ JESSE E. GARY
|
|
|
|
|
Jesse E. Gary, as Attorney-in-fact
|
|
|
|
|
On behalf of the Borrower
|
|
On behalf of Landsbankinn hf.
|
/s/ Ragnar Guðmundsson
|
|
/s/ Lilja Björk Einarsdóttir
|
|
|
|
|
|
/s/ Árni Þór Þorbjörnsson
|
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 Netherlands I Limited
|
Bermuda
|
Century Netherlands I Limited
|
Century Aluminum Holdings LLC
|
Delaware
|
Century Aluminum Holdings LLC
|
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 Netherlands II Limited
|
Bermuda
|
Century Netherlands 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 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/ Wilhelm van Jaarsveld
|
Name: Wilhelm van Jaarsveld
|
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)
|
I am 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 my supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to me 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 my 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 my 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)
|
I have disclosed, based on my 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:
|
February 28, 2018
|
|
|
|
/s/ MICHAEL A. BLESS
|
|
|
Name: Michael A. Bless
|
|
|
Title: President and Chief Executive Officer
(Principal Executive Officer and Principal Financial Officer)
|
1.
|
This Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
|
2.
|
The information contained in this Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
|
/s/ MICHAEL A. BLESS
|
|
By:
|
Michael A. Bless
|
|
Title:
|
President and Chief Executive Officer (Principal Executive Officer and Principal Financial Officer)
|
|
Date:
|
February 28, 2018
|
|