Delaware
|
13-3070826
|
(State
or other jurisdiction of Incorporation
or organization)
|
(IRS
Employer Identification No.)
|
2511
Garden Road
|
93940
|
Building
A, Suite 200
|
(Zip
Code)
|
Monterey,
California
|
|
(Address
of registrant’s principal offices)
|
Title
of each class
|
Name
of each exchange on which registered:
|
Common
Stock, $0.01 par value per share
|
NASDAQ
Global Select Market
|
Page
|
|
|
2
|
|
10
|
|
15
|
|
15
|
|
15
|
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16
|
|
17
|
|
17
|
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19
|
|
34
|
|
37
|
|
45
|
|
78
|
|
78
|
78
|
|
79
|
|
|
80
|
|
85
|
·
|
The
cyclical nature of the aluminum industry causes variability in our
earnings and cash flows;
|
·
|
The
loss of a customer to whom we deliver molten aluminum would increase
our
production costs;
|
·
|
Glencore
International AG owns a large percentage of our common stock and
has the
ability to influence matters requiring shareholder
approval;
|
·
|
We
enter into forward sales and hedging contracts with Glencore International
AG that help us manage our exposure to fluctuating aluminum prices.
Because Glencore is our sole metal hedge counterparty, a material
change
in our relationship with Glencore, could affect how we hedge our
exposure
to metal price risk;
|
·
|
We
could suffer losses due to a temporary or prolonged interruption
of the
supply of electrical power to one or more of our facilities, which
can be
caused by unusually high demand, blackouts, equipment failure, natural
disasters or other catastrophic events;
|
·
|
Due
to volatile prices for alumina and electricity, the principal cost
components of primary aluminum production, our production costs could
be
materially impacted if we experience changes to or disruptions in
our
current alumina or power supply arrangements, production costs at
our
alumina refining operation increase significantly, or if we are unable
to
obtain economic replacement contracts for our alumina supply or power
as
those contracts expire;
|
·
|
By
expanding our geographic presence and diversifying our operations
through
the acquisition of bauxite mining, alumina refining and additional
aluminum reduction assets, we are exposed to new risks and uncertainties
that could adversely affect the overall profitability of our
business;
|
·
|
Changes
in the relative cost of certain raw materials and energy compared
to the
price of primary aluminum could affect our margins;
|
·
|
Most
of our employees are unionized and any labor dispute could materially
impair our ability to conduct our production operations at our unionized
facilities;
|
·
|
We
are subject to a variety of existing environmental laws that could
result
in unanticipated costs or liabilities and our planned environmental
spending over the next three years may be inadequate to meet our
requirements;
|
·
|
We
may not realize the expected benefits of our growth strategy if we
are
unable to successfully integrate the businesses we
acquire;
|
·
|
We
cannot guarantee that our subsidiary Nordural will be able to complete
its
expansion from 220,000 metric tons to 260,000 metric tons in the
time
forecast or without cost overruns;
and
|
·
|
Our
high level of indebtedness reduces cash available for other purposes
and
limits our ability to incur additional debt and pursue our growth
strategy.
|
Facility
|
Location
|
Operational
|
Capacity
(mtpy)
|
Ownership
Percent
|
Nordural
(1)
|
Grundartangi,
Iceland
|
1998
|
220,000
|
100%
|
Hawesville
(2)
|
Hawesville,
Kentucky, USA
|
1970
|
244,000
|
100%
|
Ravenswood
|
Ravenswood,
West Virginia, USA
|
1957
|
170,000
|
100%
|
Mt.
Holly (3)
|
Mount
Holly, South Carolina, USA
|
1980
|
224,000
|
49.7%
|
(1)
Nordural’s rated production capacity is scheduled to increase to 260,000
mtpy in the fourth quarter of 2007 upon completion of the Phase V
expansion.
|
||||
(2)
The facility completed an expansion in 1999, increasing the capacity
at
the facility to 244,000 mtpy of primary aluminum.
|
||||
(3)
ALCOA holds the remaining 50.3% ownership interest and is the operator.
Century’s share of Mt. Holly’s capacity is approximately 111,000
mtpy.
|
Facility
|
Location
|
Type
|
Capacity
|
Ownership
Percent
|
Gramercy
|
Gramercy,
Louisiana, USA
|
Alumina
Refinery
|
1.2
million mtpy
|
50%
|
St.
Ann Limited (1)
|
St.
Ann, Jamaica
|
Bauxite
|
4.5
million mtpy
|
50%
|
(1)
The Government of Jamaica has granted St. Ann Bauxite Limited (“SABL”)
rights to mine 4.5 million dry metric tons of bauxite on specified
lands
annually through September 30, 2030.
|
·
|
acquiring
an additional 23% interest in the Mt. Holly facility (“Mt. Holly”) in
April 2000;
|
·
|
acquiring
an 80% interest in the Hawesville facility (“Hawesville”) in April 2001;
|
·
|
acquiring
the remaining 20% interest in Hawesville in April 2003;
|
·
|
acquiring
the Grundartangi
facility (“Nordural”) in April 2004;
|
·
|
acquiring
a 50% joint venture in the Gramercy facility (“Gramercy”), our first
alumina refining facility, together with related bauxite mining assets
in
October 2004, and;
|
·
|
an
ongoing expansion of Nordural’s production capacity to 260,000 metric tons
of primary aluminum (from 90,000 mtpy at the time of our acquisition),
which is expected to be completed in the fourth quarter of
2007.
|
·
|
electricity
|
·
|
carbon
|
·
|
silicon
carbide
|
·
|
alumina
|
·
|
cathode
blocks
|
·
|
caustic
soda
|
·
|
aluminum
fluoride
|
·
|
liquid
pitch
|
·
|
calcined
petroleum coke
|
·
|
natural
gas
|
Name
|
Age
|
Position
and Duration
|
Logan
W. Kruger
|
56
|
President
and Chief Executive Officer since December 2005.
|
Michael
A. Bless
|
41
|
Executive
Vice President and Chief Financial Officer since January
2006.
|
E.
Jack Gates (1)
|
65
|
Executive
Vice President and Chief Operating Officer since April 2003; Vice
President, Reduction Operations from December 2000 to March
2003.
|
Robert
R. Nielsen
|
62
|
Executive
Vice President, General Counsel and Secretary since May
2006.
|
Steve
Schneider
|
51
|
Senior
Vice President, Chief Accounting Officer and Controller since June
2006,
Vice President and Corporate Controller since April 2002; Corporate
Controller for more than five years.
|
Giulio
Casello
|
47
|
Vice
President of Bauxite and Alumina Operations since December
2005.
|
Peter
C. McGuire
|
59
|
Vice
President and Associate General Counsel since April 2002; Associate
General Counsel for more than five years.
|
Michelle
M. Lair
|
31
|
Vice
President and Treasurer since February 2007, Treasurer since June
2006, Assistant Treasurer since November 2005; Corporate Financial
Analyst
for more than five
years.
|
(1)
On February 28, 2007, we announced that Wayne R. Hale had been
appointed
to succeed E. Jack Gates as Executive Vice President and Chief
Operating
Officer, effective March 1, 2007. Mr. Gates will continue as an
employee
of the Company through June 30, 2007 and will then serve as a consultant
through December 31, 2007.
|
Year
|
2006
|
2005
|
||
High
sales price
|
Low
sales price
|
High
sales price
|
Low
sales price
|
|
First
quarter
|
$44.50
|
$26.14
|
$34.70
|
$23.69
|
Second
quarter
|
$56.57
|
$31.28
|
$32.18
|
$20.16
|
Third
quarter
|
$39.16
|
$29.60
|
$27.60
|
$20.00
|
Fourth
quarter
|
$47.34
|
$30.31
|
$26.79
|
$17.82
|
·
|
the
results of operations from the remaining 20% interest in Hawesville
since
we acquired it in April 2003;
|
·
|
the
results of operations from Nordural since we acquired it in April
2004;
|
·
|
our
equity in the earnings of our joint venture investments in Gramercy
Alumina LLC and St. Ann Bauxite Ltd. since we acquired an interest
in
those companies in October 2004;
and
|
·
|
the
results of operations from our 130,000 mtpy expansion of Nordural
which
became fully operational in the fourth quarter of
2006.
|
Year
Ended December 31,
|
||||||||||||||||
|
2006
(1)
|
2005
(2)
|
2004
(3)
|
2003
(4)
|
2002
|
|||||||||||
(in
thousands, except per share data)
|
||||||||||||||||
Net
sales revenue
|
$
|
1,558,566
|
$
|
1,132,362
|
$
|
1,060,747
|
$
|
782,479
|
$
|
711,338
|
||||||
Gross
profit
|
348,522
|
161,677
|
185,287
|
43,370
|
20,360
|
|||||||||||
Operating
income
|
309,159
|
126,904
|
160,371
|
22,537
|
4,577
|
|||||||||||
Income
(loss) before cumulative effect of change in accounting
principle
|
(40,955
|
)
|
(116,255
|
)
|
33,482
|
3,922
|
(18,443
|
)
|
||||||||
Net
income (loss)
|
(40,955
|
)
|
(116,255
|
)
|
33,482
|
(1,956
|
)
|
(18,443
|
)
|
|||||||
Earnings
(loss) per share:
|
||||||||||||||||
Basic
and Diluted:
|
||||||||||||||||
Income
(loss) before cumulative effect of change in accounting
principle
|
$
|
(1.26
|
)
|
$
|
(3.62
|
)
|
$
|
1.14
|
$
|
0.09
|
$
|
(0.99
|
)
|
|||
Cumulative
effect of change in accounting principle
|
--
|
--
|
--
|
(0.28
|
)
|
--
|
||||||||||
Net
income (loss) per share
|
$
|
(1.26
|
)
|
$
|
(3.62
|
)
|
$
|
1.14
|
$
|
(0.19
|
)
|
$
|
(0.99
|
)
|
||
Dividends
per common share
|
$
|
0.00
|
$
|
0.00
|
$
|
0.00
|
$
|
0.00
|
$
|
0.15
|
||||||
Total
assets
|
$
|
2,185,234
|
$
|
1,677,431
|
$
|
1,332,553
|
$
|
804,242
|
$
|
763,751
|
||||||
Total
debt (5)
|
772,251
|
671,901
|
524,108
|
344,125
|
329,667
|
|||||||||||
Long-term
debt obligations (6)
|
559,331
|
488,505
|
330,711
|
336,310
|
321,852
|
|||||||||||
Other
information:
|
||||||||||||||||
Shipments
- Primary aluminum:
|
||||||||||||||||
Direct
shipment pounds (000)
|
1,152,617
|
1,153,731
|
1,179,824
|
1,126,542
|
1,049,295
|
|||||||||||
Toll
shipment pounds (000) (7)
|
346,390
|
203,966
|
138,239
|
--
|
--
|
|||||||||||
Average
LME per pound
|
$
|
1.166
|
$
|
0.861
|
$
|
0.778
|
$
|
0.649
|
$
|
0.612
|
||||||
Average
Midwest premium per pound
|
$
|
0.055
|
$
|
0.056
|
$
|
0.068
|
$
|
0.037
|
$
|
0.041
|
||||||
Average
realized price per pound:
|
||||||||||||||||
Direct
shipments
|
$
|
1.09
|
$
|
0.86
|
$
|
0.83
|
$
|
0.69
|
$
|
0.68
|
||||||
Toll
shipments
|
$
|
0.88
|
$
|
0.67
|
$
|
0.62
|
--
|
--
|
(1) Income
(loss) before cumulative effect of change in accounting principle
and Net
income (loss) include an after-tax charge of $241.7 million, or
$7.19 per
diluted share for mark-to-market losses on forward contracts that
do not
qualify for cash flow hedge accounting and by a gain on the sale
of
surplus land.
|
(2) Income
(loss) before
cumulative effect of change in accounting principle and Net income
(loss)
include an after-tax charge of $198.2 million, or $6.17 per diluted
share
for mark-to-market losses on forward contracts that do not qualify
for
cash flow hedge accounting.
|
(3) Income
(loss) before
cumulative effect of change in accounting principle and Net income
(loss)
include an after-tax charge of $30.4 million, or $1.06 per diluted
share
for a loss on early extinguishment of debt, see Note 5 in the Consolidated
Financial Statements included herein.
|
(4) We
adopted Statement
of Financial Accounting Standards (“SFAS”) No. 143, “Accounting for Asset
Retirement Obligations” on January 1, 2003. As a result, we recorded a
one-time, non-cash charge of $5,878, for the cumulative effect
of a change
in accounting principle.
|
(5) Total
debt includes all long-term debt obligations and any debt classified
as
short-term obligations, including, current
portion of long-term debt, the industrial revenue bonds (“IRBs”) and the
1.75% convertible senior notes, excluding any outstanding preferred
stock.
|
(6) Long-term
debt obligations are all payment obligations under long-term borrowing
arrangements, excluding the current portion of long-term
debt.
|
(7) Nordural
completed
a 130,000 mtpy capacity expansion in the fourth quarter of 2006.
|
·
|
the
130,000 mtpy expansion capacity of Nordural that was completed in
the
fourth quarter of 2006;
|
·
|
our
ownership of Nordural until acquired in late April 2004,
and;
|
·
|
our
ownership interest in the Gramercy assets until acquired in October
2004.
|
·
|
Our
selling price is based on the LME and U.S. Midwest prices of primary
aluminum and fixed price sales
contracts.
|
·
|
Our
facilities operate at or near capacity, and fluctuations in volume,
other
than through acquisitions, generally are small.
|
·
|
The
principal components of cost of goods sold are alumina, electrical
power,
and labor, which in aggregate were in excess of 70% of the 2006 cost
of
goods sold. Many of these costs are covered by long-term contracts,
as
described below.
|
Contract
|
Customer
|
Volume
|
Term
|
Pricing
|
Alcan
Metal Agreement
|
Alcan
|
276
to 324 million pounds per year
|
Through
July 31, 2007
|
Variable,
based on U.S. Midwest market
|
Glencore
Metal Agreement I (1)
|
Glencore
|
50,000
mtpy
|
Through
December 31, 2009
|
Variable,
LME-based
|
Glencore
Metal Agreement II (2)
|
Glencore
|
20,400
mtpy
|
Through
December 31, 2013
|
Variable,
based on U.S. Midwest market
|
Southwire
Metal Agreement
|
Southwire
|
240
million pounds per year (high purity molten aluminum) (3)
|
Through
March 31, 2011
|
Variable,
based on U.S. Midwest market
|
60
million pounds per year (standard-grade molten aluminum)
(3)
|
Through
December 31, 2010
|
Variable,
based on U.S. Midwest market
|
||
48
million pounds per year (standard-grade molten aluminum)
|
Through
December 31, 2007
|
Variable,
based on U.S. Midwest market
|
(1) We
account for the Glencore Metal Agreement I as a derivative instrument
under SFAS No. 133. We have not designated the Glencore Metal Agreement
I
as “normal” because it replaced and substituted for a significant portion
of a sales contract which did not qualify for this designation. Because
the Glencore Metal Agreement I is variably priced, we do not expect
significant variability in its fair value, other than changes that
might
result from the absence of the U.S. Midwest premium.
|
(2) We
account for the Glencore Metal Agreement II as a derivative instrument
under SFAS No. 133. Under the Glencore Metal Agreement II, pricing
is
based on then-current market prices, adjusted by a negotiated U.S.
Midwest
premium with a cap and a floor as applied to the current U.S. Midwest
premium.
|
(3) The
Southwire Metal Agreement will automatically renew for additional
five-year terms, unless either party provides 12 months notice that
it has
elected not to renew.
|
Contract
|
Customer
|
Volume
|
Term
|
Pricing
|
Billiton
Tolling Agreement (1)(4)
|
BHP
Billiton
|
130,000
mtpy
|
Through
December 2013
|
LME-based
|
Glencore
Tolling Agreement (2)(3)(4)
|
Glencore
|
90,000
mtpy
|
Through
July 2016
|
LME-based
|
1) In
September 2005, Nordural and BHP Billiton amended the Billiton
Tolling
Agreement to increase the tolling arrangement from 90,000 metric
tons to
130,000 metric tons of the annual production capacity at Nordural
effective upon the completion of the expansion to 220,000
mtpy.
|
(2) Nordural
entered into a 10-year LME-based alumina tolling agreement with
Glencore
for 90,000 metric tons of the expansion capacity at Nordural. Deliveries
under this agreement started in July 2006.
|
(3) In
December 2005, Glencore assigned to Hydro 50% of its tolling rights
under
this agreement for the period 2007 to 2010. Nordural consented
to the
assignment.
|
(4) Nordural’s
tolling revenues include a premium based on the European Union
(“EU”)
import duty for primary aluminum. The European Commission has considered
and is currently considering various proposals that would phase-out
this
import duty. While the import duty remains intact to date, any
decrease in
the EU import duty will negatively impact Nordural’s
revenue.
|
Facility
|
Supplier
|
Term
|
Pricing
|
Mt.
Holly
|
Glencore
|
Through
January 31, 2008 (46% of requirements)
|
Variable,
LME-based
|
Mt.
Holly (1)
|
Trafigura
|
January
1, 2007 through December 31, 2013
|
Variable,
LME-based
|
Hawesville
|
Gramercy
Alumina
|
Through
December 31, 2010
|
Variable,
Cost-based
|
Ravenswood
|
Glencore
|
January
1, 2007 through December 31, 2009
|
Variable,
LME-based
|
(1) The
alumina supply contract with Trafigura will provide Century with
125,000
metric tons in 2007 and 220,000 metric tons in 2008 through
2013.
|
Facility
|
Supplier
|
Term
|
Pricing
|
Ravenswood
(1)(2)
|
Appalachian
Power Company
|
Through
June 30, 2009
|
Based
on published tariff, with provisions for pricing based on the LME
price
for primary aluminum
|
Mt.
Holly
|
South
Carolina Public Service Authority
|
Through
December 31, 2015
|
Fixed
price, with fuel cost adjustment clause through 2010; subject to
a new
fixed price schedule after 2010
|
Hawesville
|
Kenergy
|
Through
December 31, 2010
|
Fixed
price through 2010 (approximately 73% of Hawesville’s requirement)
|
Nordural
(3)
|
Landsvirkjun
|
Through
2019
|
Variable
rate based on the LME price for primary aluminum
|
Nordural
(4)
|
Hitaveita
Suðurnesja
|
Through
2026-2028
|
Variable
rate based on the LME price for primary aluminum
|
Nordural
(4)
|
Orkuveita
Reykjavíkur
|
Through
2026-2028
|
Variable
rate based on the LME price for primary
aluminum
|
(1) Appalachian
Power supplies all of Ravenswood’s power requirements. After December 31,
2007, Ravenswood may terminate the agreement by providing 12 months
notice
of termination. Effective July 28, 2006, the Public Service Commission
of
the State of West Virginia approved an experimental rate design
in
connection with an increase in the applicable tariff rates. Under
the
experimental rate, Ravenswood may be excused from or may defer
the payment
of the increase in the tariff rate if aluminum prices as quoted
on the LME
fall below pre-determined levels.
|
(2)
This contract contains LME-based pricing provisions that are considered
an
embedded derivative. The embedded derivative does not qualify for
cash
flow hedge treatment and is marked to market quarterly. Gains and
losses
on the embedded derivative are included in the Net gain (loss)
on forward
contracts on the Consolidated Statement of Operations.
|
(3) In
April 2006, we announced an expansion of the Nordural facility
from
220,000 mtpy to 260,000 mtpy which is expected to be completed
in the
fourth quarter of 2007. OR has agreed to deliver the power for
the
additional expansion capacity by late 2008. Landsvirkjun has agreed
to
deliver power for the additional capacity on an interim basis until
power
is available from OR in late 2008.
|
(4)
The power agreement for the power requirements for the expansion
to
220,000 mtpy is through 2026. The term of the power agreement for
the
expansion to 260,000 mtpy is until 2028.
|
Facility
|
Organization
|
Term
|
Hawesville
|
USWA
|
Through
March 31, 2010
|
Ravenswood
|
USWA
|
Through
May 31, 2009
|
Nordural
|
Icelandic
labor unions
|
Through
December 31, 2009
|
Gramercy
|
USWA
|
Through
September 30, 2010
|
St.
Ann (1)
|
Jamaican
labor unions
|
Through
April 30, 2007
|
(1) St.
Ann has two labor unions, the University and Allied Workers Union
(the
“UAWU”) and the Union of Technical and Supervisory Personnel (the
“UTASP”). The UAWU labor agreement will expire on April 30, 2007. On
February 14, 2006, the UTASP agreed to a labor contract that will
expire
on December 31, 2007.
|
|
One
Percentage Point
Increase
|
One
Percentage Point
Decrease
|
|||||
(in
thousands)
|
|||||||
Effect
on total of service and interest cost components
|
$
|
3,786
|
$
|
(2,808
|
)
|
||
Effect
on accumulated postretirement benefit obligation
|
$
|
38,024
|
$
|
(30,417
|
)
|
|
Percentage
of Net Sales
|
|||||||||
|
2006
|
2005
|
2004
|
|||||||
Net
sales
|
100.0
|
%
|
100.0
|
%
|
100.0
|
%
|
||||
Cost
of goods sold
|
(77.6
|
)
|
(85.7
|
)
|
(82.5
|
)
|
||||
Gross
profit
|
22.4
|
14.3
|
17.5
|
|||||||
Selling,
general and administrative expenses
|
(2.5
|
)
|
(3.1
|
)
|
(2.4
|
)
|
||||
Operating
income
|
19.9
|
11.2
|
15.1
|
|||||||
Interest
expense
|
(2.4
|
)
|
(2.3
|
)
|
(3.8
|
)
|
||||
Interest
income
|
0.1
|
0.1
|
0.1
|
|||||||
Loss
on early extinguishment of debt
|
—
|
(0.1
|
)
|
(4.5
|
)
|
|||||
Other
expense
|
0.4
|
—
|
(0.1
|
)
|
||||||
Net
loss on forward contracts
|
(25.0
|
)
|
(27.2
|
)
|
(2.0
|
)
|
||||
Income
(loss) before income taxes and equity in earnings of joint
ventures
|
(7.0
|
)
|
(18.3
|
)
|
4.8
|
|||||
Income
tax benefit (expense)
|
3.3
|
7.1
|
(1.7
|
)
|
||||||
Income
(loss) before equity in earnings of joint
ventures
|
(3.7
|
)
|
(11.2
|
)
|
3.1
|
|||||
Equity
in earnings of joint ventures
|
1.1
|
0.9
|
0.1
|
|||||||
Net
income (loss)
|
(2.6
|
)%
|
(10.3
|
)%
|
3.2
|
%
|
|
Primary
Aluminum
|
||||||||||||||||||
|
Direct
(1)
|
Toll
(2)(3)
|
|||||||||||||||||
|
Metric
Tons
|
|
Pounds
(000)
|
|
$/Pound
|
|
Metric
Tons
|
|
Pounds
(000)
|
|
$/Pound
|
||||||||
2006
|
|||||||||||||||||||
Fourth
Quarter
|
131,041
|
288,895
|
$
|
1.12
|
50,634
|
111,630
|
$
|
0.90
|
|||||||||||
Third
Quarter
|
126,810
|
279,568
|
1.07
|
42,788
|
94,331
|
0.86
|
|||||||||||||
Second
Quarter
|
132,590
|
292,311
|
1.12
|
39,125
|
86,255
|
0.90
|
|||||||||||||
First
Quarter
|
132,378
|
291,843
|
1.03
|
24,573
|
54,174
|
0.83
|
|||||||||||||
Total
|
522,819
|
1,152,617
|
$
|
1.09
|
157,120
|
346,390
|
$
|
0.88
|
2005
|
|||||||||||||||||||
Fourth
Quarter
|
132,712
|
292,581
|
$
|
0.88
|
23,302
|
51,372
|
$
|
0.69
|
|||||||||||
Third
Quarter
|
129,555
|
285,619
|
0.83
|
23,435
|
51,665
|
0.64
|
|||||||||||||
Second
Quarter
|
130,974
|
288,748
|
0.86
|
23,025
|
50,761
|
0.67
|
|||||||||||||
First
Quarter
|
130,083
|
286,783
|
0.88
|
22,756
|
50,168
|
0.67
|
|||||||||||||
Total
|
523,324
|
1,153,731
|
$
|
0.86
|
92,518
|
203,966
|
$
|
0.67
|
2004
|
|||||||||||||||||||
Fourth
Quarter
|
133,940
|
295,287
|
$
|
0.87
|
23,324
|
51,421
|
$
|
0.64
|
|||||||||||
Third
Quarter
|
132,893
|
292,978
|
0.83
|
23,232
|
51,218
|
0.61
|
|||||||||||||
Second
Quarter
|
133,726
|
294,816
|
0.82
|
16,148
|
35,600
|
0.60
|
|||||||||||||
First
Quarter
|
134,601
|
296,743
|
0.78
|
—
|
—
|
—
|
|||||||||||||
Total
|
535,160
|
1,179,824
|
$
|
0.83
|
62,704
|
138,239
|
$
|
0.62
|
(1) Direct
shipments do not include toll shipments from Nordural.
|
(2) Nordural
expansion capacity start-up began in February 2006. Full expansion
production of 220,000 mtpy was reached in the fourth quarter of
2006.
|
(3) The
table includes the results from our purchase of Nordural since its
acquisition in April 2004.
|
Adjusted
Working Capital Calculation as of December 31,
|
|||||||
(dollars
in thousands)
|
|||||||
2006
|
2005
|
||||||
Current
assets
|
$
|
517,639
|
$
|
294,493
|
|||
Current
liabilities
|
(646,277
|
)
|
(467,045
|
)
|
|||
Working
capital
|
(128,638
|
)
|
(172,552
|
)
|
|||
Adjustments
(1):
|
|||||||
Convertible
senior notes
|
175,000
|
175,000
|
|||||
Industrial
revenue bonds
|
7,815
|
7,815
|
|||||
Adjusted
working capital
|
$
|
54,177
|
$
|
10,263
|
(1)
The Convertible senior notes mature in 2024. The industrial revenue
bonds
mature in 2028. Due to certain features of these debt instruments,
they
are classified as current liabilities. For example, the convertible
senior
notes are classified as current because they may be converted by
the
holder at any time.
|
|
2006
|
2005
|
2004
|
|||||||
(dollars
in thousands)
|
||||||||||
Net
cash provided by operating activities
|
$
|
185,353
|
$
|
134,936
|
$
|
105,828
|
||||
Net
cash used in investing activities
|
(211,938
|
)
|
(305,339
|
)
|
(275,286
|
)
|
||||
Net
cash provided by financing activities
|
105,197
|
143,987
|
185,422
|
|||||||
Increase
(decrease) in cash
and cash equivalents
|
$
|
78,613
|
$
|
(26,416
|
)
|
$
|
15,964
|
Payments
Due by Period
|
||||||||||||||||||||||
Total
|
2007
|
2008
|
2009
|
2010
|
2011
|
Thereafter
|
||||||||||||||||
(dollars
in millions)
|
||||||||||||||||||||||
Long-term
debt (1)
|
$772
|
$30
|
$29
|
$29
|
$246
|
$1
|
$437
|
|||||||||||||||
Estimated
interest payments (2)
|
299
|
46
|
44
|
42
|
32
|
24
|
111
|
|||||||||||||||
Purchase
obligations (3)
|
3,084
|
684
|
508
|
470
|
327
|
182
|
913
|
|||||||||||||||
OPEB
obligations (4)
|
103
|
7
|
7
|
8
|
10
|
11
|
60
|
|||||||||||||||
Other
long-term liabilities (5)
|
43
|
6
|
5
|
5
|
5
|
5
|
17
|
|||||||||||||||
Total
|
$4,301
|
$773
|
$593
|
$554
|
$620
|
$223
|
$1,538
|
(1)
Debt includes principal repayments on the 7.5% senior notes, 1.75%
convertible senior notes, the IRBs and the Nordural debt.
|
(2)
Estimated interest payments on our long-term debt are based on
several
assumptions, including an assumption that our term loan debt is
repaid on
established schedules and is not refinanced. Our variable rate
debt is
based primarily on the Eurodollar rate plus an applicable margin.
We
assume that the Eurodollar rate will be 5.50% in 2007 and remaining
steady
thereafter. The IRB interest rate is variable and our estimated
future
payments are based on a rate of 4.20%. In addition, we assume the
7.5%
senior notes due 2014 and 1.75% convertible senior notes due in
2024 will
remain outstanding until their respective due dates.
|
(3) Purchase
obligations include long-term alumina, electrical power contracts,
anode
contracts and the Nordural expansion project commitments. Nordural's
power
contracts and our domestic alumina contracts, except for our Gramercy
alumina contract, are priced as a percentage of the LME price of
primary
aluminum. We assumed an LME price consistent with the LME forward
market
at December 31, 2006, decreasing to the 10-year average LME and
steady
thereafter for purposes of calculating expected future cash flows
for
these contracts. Our Gramercy long-term alumina contract has variable
cost-based pricing. We used GAL cost forecasts to calculate the
expected
future cash flows for this contract. The Nordural anode contract
and some
Nordural expansion contract commitments are denominated in euros.
We
assumed a $1.30/Euro conversion rate to estimate the obligations
under
these contracts.
|
(4)
Includes the estimated benefit payments for our OPEB obligations
through
2015, which are unfunded.
|
(5)
Other long-term liabilities include our expected
SERB benefit payments, workers' compensation benefit payments and
asset
retirement obligations. Expected benefit payments for the SERB
plans,
which are unfunded, are included for 2007 through 2015. Asset retirement
obligations are estimated disposal costs for the existing spent
potliner.
|
2007(1)(2)
|
2008
(2)
|
2009
(2)
|
2010
(2)
|
2011-2015
(2)
|
||||||||||||
Base
Volume:
|
||||||||||||||||
Pounds
(000)
|
380,160
|
240,745
|
231,485
|
231,485
|
826,733
|
|||||||||||
Metric
tons
|
172,438
|
109,200
|
105,000
|
105,000
|
375,000
|
|||||||||||
Percent
of capacity
|
22
|
%
|
14
|
%
|
13
|
%
|
13
|
%
|
9
|
%
|
||||||
Potential
additional volume (2):
|
||||||||||||||||
Pounds
(000)
|
111,113
|
220,903
|
231,485
|
231,485
|
826,733
|
|||||||||||
Metric
tons
|
50,400
|
100,200
|
105,000
|
105,000
|
375,000
|
|||||||||||
Percent
of capacity
|
7
|
%
|
12
|
%
|
13
|
%
|
13
|
%
|
9
|
%
|
(1)
The forward priced sales in 2007 exclude January 2007 shipments to
customers that are priced based upon the prior month’s market
price.
|
(2)
Certain financial contracts included in the forward priced sales
base
volume for the period 2006 through 2015 contain clauses that trigger
potential additional sales volume when the market price for a contract
month is above the base contract ceiling price. These contacts will
be
settled monthly and, if the market price exceeds the ceiling price
for all
contract months through 2015, the potential sales volume would be
equivalent to the amounts shown
above.
|
Primary
Aluminum Financial Sales Contracts as of:
|
||||||
(Metric
Tons)
|
||||||
December
31, 2006
|
December
31, 2005
|
|||||
Cash
Flow Hedges
|
Derivatives
|
Total
|
Cash
Flow Hedges
|
Derivatives
|
Total
|
|
2006
|
--
|
--
|
--
|
142,750
|
51,000
|
193,750
|
2007
|
119,500
|
50,400
|
169,900
|
119,500
|
50,400
|
169,900
|
2008
|
9,000
|
100,200
|
109,200
|
9,000
|
100,200
|
109,200
|
2009
|
--
|
105,000
|
105,000
|
--
|
105,000
|
105,000
|
2010
|
--
|
105,000
|
105,000
|
--
|
105,000
|
105,000
|
2011
|
--
|
75,000
|
75,000
|
--
|
75,000
|
75,000
|
2012-2015
|
--
|
300,000
|
300,000
|
--
|
300,000
|
300,000
|
Total
|
128,500
|
735,600
|
864,100
|
271,250
|
786,600
|
1,057,850
|
Natural
Gas Financial Purchase Contracts as of:
|
||
(Thousands
of DTH)
|
||
December
31,
|
||
2006
|
2005
|
|
2006
|
--
|
1,680
|
2007
|
2,200
|
780
|
2008
|
480
|
480
|
Total
|
2,680
|
2,940
|
Page
|
|
Management’s
Annual Report on Internal Control over Financial Reporting
|
38
|
Reports
of Independent Registered Public Accounting Firm
|
39-40
|
Consolidated
Balance Sheets at December 31, 2006 and 2005
|
41
|
Consolidated
Statements of Operations for the Years Ended December
31, 2006, 2005 and 2004
|
42
|
Consolidated
Statements of Shareholders’ Equity for the Years
Ended December 31, 2006, 2005 and 2004
|
43
|
Consolidated
Statements of Cash Flows for the Years Ended December
31, 2006, 2005 and 2004
|
44
|
Notes
to the Consolidated Financial Statements
|
45-77
|
CENTURY
ALUMINUM COMPANY
|
|||||||
CONSOLIDATED
BALANCE SHEETS
|
|||||||
December
31,
|
|||||||
2006
|
2005
|
||||||
(Dollars
in thousands, except share data)
|
|||||||
ASSETS
|
|||||||
ASSETS:
|
|||||||
Cash
and cash equivalents
|
$
|
96,365
|
$
|
17,752
|
|||
Restricted
cash
|
2,011
|
2,028
|
|||||
Accounts
receivable — net
|
113,371
|
83,016
|
|||||
Due
from affiliates
|
37,542
|
18,638
|
|||||
Inventories
|
145,410
|
111,436
|
|||||
Prepaid
and other current assets
|
19,830
|
23,918
|
|||||
Deferred
taxes — current portion
|
103,110
|
37,705
|
|||||
Total
current assets
|
517,639
|
294,493
|
|||||
Property,
plant and equipment — net
|
1,218,777
|
1,070,158
|
|||||
Intangible
asset — net
|
61,594
|
74,643
|
|||||
Goodwill
|
94,844
|
94,844
|
|||||
Other
assets
|
292,380
|
143,293
|
|||||
TOTAL
|
$
|
2,185,234
|
$
|
1,677,431
|
|||
LIABILITIES
AND SHAREHOLDERS’ EQUITY
|
|||||||
LIABILITIES:
|
|||||||
Accounts
payable, trade
|
$
|
64,849
|
$
|
61,919
|
|||
Due
to affiliates
|
282,282
|
158,682
|
|||||
Accrued
and other current liabilities
|
75,143
|
53,715
|
|||||
Long
term debt — current portion
|
30,105
|
581
|
|||||
Accrued
employee benefits costs — current portion
|
11,083
|
9,333
|
|||||
Convertible
senior notes
|
175,000
|
175,000
|
|||||
Industrial
revenue bonds
|
7,815
|
7,815
|
|||||
Total
current liabilities
|
646,277
|
467,045
|
|||||
Senior
unsecured notes payable
|
250,000
|
250,000
|
|||||
Nordural
debt
|
309,331
|
230,436
|
|||||
Revolving
credit facility
|
--
|
8,069
|
|||||
Accrued
pension benefits costs — less current portion
|
19,239
|
10,350
|
|||||
Accrued
postretirement benefits costs — less current portion
|
206,415
|
96,660
|
|||||
Due
to affiliates - less current portion
|
554,864
|
337,416
|
|||||
Other
liabilities
|
27,811
|
28,010
|
|||||
Deferred
taxes
|
41,587
|
16,890
|
|||||
Total
noncurrent liabilities
|
1,409,247
|
977,831
|
|||||
CONTINGENCIES
AND COMMITMENTS (NOTE 12)
|
|||||||
SHAREHOLDERS’
EQUITY:
|
|||||||
Common
stock (one cent par value, 100,000,000 shares authorized; 32,457,670
and
32,188,165
shares issued and outstanding at December
31, 2006 and 2005, respectively)
|
325
|
322
|
|||||
Additional
paid-in capital
|
432,270
|
419,009
|
|||||
Accumulated
other comprehensive loss
|
(166,572
|
)
|
(91,418
|
)
|
|||
Accumulated
deficit
|
(136,313
|
)
|
(95,358
|
)
|
|||
Total
shareholders’ equity
|
129,710
|
232,555
|
|||||
TOTAL
|
$
|
2,185,234
|
$
|
1,677,431
|
CENTURY
ALUMINUM COMPANY
|
||||||||||
CONSOLIDATED
STATEMENTS OF OPERATIONS
|
||||||||||
Year
Ended December 31,
|
||||||||||
2006
|
2005
|
2004
|
||||||||
(In
Thousands, Except Per Share Amounts)
|
||||||||||
NET
SALES:
|
||||||||||
Third-party
customers
|
$
|
1,299,035
|
$
|
961,335
|
$
|
897,538
|
||||
Related
parties
|
259,531
|
171,027
|
163,209
|
|||||||
1,558,566
|
1,132,362
|
1,060,747
|
||||||||
Cost
of goods sold
|
1,210,044
|
970,685
|
875,460
|
|||||||
Gross
profit
|
348,522
|
161,677
|
185,287
|
|||||||
Selling,
general and administrative expenses
|
39,363
|
34,773
|
24,916
|
|||||||
Operating
income
|
309,159
|
126,904
|
160,371
|
|||||||
Interest
expense - third party
|
(37,002
|
)
|
(25,668
|
)
|
(39,946
|
)
|
||||
Interest
expense - related party
|
—
|
—
|
(380
|
)
|
||||||
Interest
income
|
1,705
|
1,367
|
1,086
|
|||||||
Net
loss on forward contracts
|
(389,839
|
)
|
(309,698
|
)
|
(21,521
|
)
|
||||
Loss
on early extinguishment of debt
|
—
|
(835
|
)
|
(47,448
|
)
|
|||||
Other
income (expense) — net
|
6,898
|
275
|
(1,305
|
)
|
||||||
Income
(loss) before income taxes and equity in earnings of joint ventures
|
(109,079
|
)
|
(207,655
|
)
|
50,857
|
|||||
Income
tax benefit (expense)
|
52,041
|
80,697
|
(18,196
|
)
|
||||||
Income
(loss) before equity in earnings of joint ventures
|
(57,038
|
)
|
(126,958
|
)
|
32,661
|
|||||
Equity
in earnings of joint ventures
|
16,083
|
10,703
|
821
|
|||||||
Net
income (loss)
|
(40,955
|
)
|
(116,255
|
)
|
33,482
|
|||||
Preferred
dividends
|
—
|
—
|
(769
|
)
|
||||||
Net
income (loss) applicable to common shareholders
|
$
|
(40,955
|
)
|
$
|
(116,255
|
)
|
$
|
32,713
|
||
EARNINGS
(LOSS) PER COMMON SHARE:
|
||||||||||
Basic
and Diluted
|
$
|
(1.26
|
)
|
$
|
(3.62
|
)
|
$
|
1.14
|
|
Comprehensive
Income (Loss)
|
Convertible
Preferred Stock
|
Common
Stock
|
Additional
Paid-in Capital
|
Accumulated
Other Comprehensive Income (Loss)
|
Retained
Earnings (Deficit)
|
Total
Shareholders’ Equity
|
|||||||||||||||
(Dollars
in thousands)
|
||||||||||||||||||||||
Balance,
December 31, 2003
|
$
|
25,000
|
$
|
211
|
$
|
173,138
|
$
|
(5,222
|
)
|
$
|
(9,258
|
)
|
$
|
183,869
|
||||||||
Comprehensive
income (loss) - 2004
|
||||||||||||||||||||||
Net
income - 2004
|
$
|
33,482
|
33,482
|
33,482
|
||||||||||||||||||
Other
comprehensive income (loss):
|
||||||||||||||||||||||
Net
unrealized loss on financial instruments, net of $29,380 in
tax
|
(51,554
|
)
|
||||||||||||||||||||
Net
amount reclassified to income, net of $(2,196) in tax
|
3,950
|
|||||||||||||||||||||
Minimum
pension liability adjustment, net of $(360) in tax
|
640
|
|||||||||||||||||||||
Other
comprehensive loss
|
(46,964
|
)
|
(46,964
|
)
|
(46,964
|
)
|
||||||||||||||||
Total
comprehensive loss
|
$
|
(13,482
|
)
|
|||||||||||||||||||
Dividends
on common stock
|
(42
|
)
|
(42
|
)
|
||||||||||||||||||
Dividends
on preferred stock
|
(3,269
|
)
|
(3,269
|
)
|
||||||||||||||||||
Preferred
stock conversion
|
(25,000
|
)
|
14
|
24,986
|
||||||||||||||||||
Issuance
of common stock - equity offering
|
90
|
208,121
|
208,211
|
|||||||||||||||||||
Issuance
of common stock - compensation plans
|
5
|
9,208
|
-
|
9,213
|
||||||||||||||||||
Balance,
December 31, 2004
|
$
|
--
|
$
|
320
|
$
|
415,453
|
$
|
(52,186
|
)
|
$
|
20,913
|
$
|
384,500
|
|||||||||
Comprehensive
income (loss) - 2005
|
||||||||||||||||||||||
Net
loss - 2005
|
$
|
(116,255
|
)
|
(116,255
|
)
|
(116,255
|
)
|
|||||||||||||||
Other
comprehensive income (loss):
|
||||||||||||||||||||||
Net
unrealized loss on financial instruments, net of $36,420 in
tax
|
(64,710
|
)
|
||||||||||||||||||||
Net
amount reclassified to income, net of $(14,655) in tax
|
25,365
|
|||||||||||||||||||||
Minimum
pension liability adjustment, net of $63 in tax
|
113
|
|||||||||||||||||||||
Other
comprehensive loss
|
(39,232
|
)
|
(39,232
|
)
|
(39,232
|
)
|
||||||||||||||||
Total
comprehensive loss
|
$
|
(155,487
|
)
|
|||||||||||||||||||
Dividends
on common stock
|
(16
|
)
|
(16
|
)
|
||||||||||||||||||
Issuance
of common stock - compensation plans
|
2
|
3,556
|
3,558
|
|||||||||||||||||||
Balance,
December 31, 2005
|
$
|
--
|
$
|
322
|
$
|
419,009
|
$
|
(91,418
|
)
|
$
|
(95,358
|
)
|
$
|
232,555
|
||||||||
Comprehensive
income (loss) - 2006
|
||||||||||||||||||||||
Net
loss - 2006
|
$
|
(40,955
|
)
|
(40,955
|
)
|
(40,955
|
)
|
|||||||||||||||
Other
comprehensive income (loss):
|
||||||||||||||||||||||
Net
unrealized loss on financial instruments, net of $57,556
tax
|
(85,309
|
)
|
||||||||||||||||||||
Net
amount reclassified to income, net of $(48,734) tax
|
83,186
|
|||||||||||||||||||||
Minimum
pension liability adjustment, net of $1,631 in tax
|
(2,532
|
)
|
||||||||||||||||||||
Other
comprehensive loss
|
(4,655
|
)
|
(4,655
|
)
|
(4,655
|
)
|
||||||||||||||||
Total
comprehensive loss
|
$
|
(45,610
|
)
|
|||||||||||||||||||
Adjustment
to initially apply SFAS No. 158, net of $46,161 tax
|
(70,499
|
)
|
(70,499
|
)
|
||||||||||||||||||
Share-based
compensation expense
|
5,582
|
5,582
|
||||||||||||||||||||
Issuance
of common stock - compensation plans
|
3
|
7,679
|
7,682
|
|||||||||||||||||||
Balance,
December 31, 2006
|
$
|
--
|
$
|
325
|
$
|
432,270
|
$
|
(166,572
|
)
|
$
|
(136,313
|
)
|
$
|
129,710
|
CENTURY
ALUMINUM COMPANY
|
||||||||||
CONSOLIDATED
STATEMENTS OF CASH FLOWS
|
||||||||||
Year
Ended December 31,
|
||||||||||
2006
|
2005
|
2004
|
||||||||
(Dollars
in Thousands)
|
||||||||||
CASH
FLOWS FROM OPERATING ACTIVITIES:
|
||||||||||
Net
income (loss)
|
$
|
(40,955
|
)
|
$
|
(116,255
|
)
|
$
|
33,482
|
||
Adjustments
to reconcile net income (loss) to net cash provided by operating
activities:
|
||||||||||
Unrealized
net loss on forward contracts
|
333,081
|
306,756
|
2,405
|
|||||||
Depreciation
and amortization
|
69,220
|
56,533
|
50,254
|
|||||||
Deferred
income taxes
|
(126,342
|
)
|
(59,834
|
)
|
11,818
|
|||||
Pension
and other post retirement benefits
|
14,561
|
12,381
|
8,040
|
|||||||
Workers’
compensation
|
987
|
(1,572
|
)
|
820
|
||||||
Stock-based
compensation
|
5,582
|
--
|
--
|
|||||||
Excess
tax benefits from share-based compensation
|
(1,394
|
)
|
--
|
--
|
||||||
(Gain)
loss on disposal of assets
|
(6,851
|
)
|
(32
|
)
|
761
|
|||||
Non-cash
loss on early extinguishment of debt
|
--
|
253
|
9,659
|
|||||||
Change
in operating assets and liabilities:
|
||||||||||
Accounts
receivable — net
|
(30,355
|
)
|
(3,440
|
)
|
(19,440
|
)
|
||||
Due
from affiliates
|
(18,904
|
)
|
(4,267
|
)
|
(3,623
|
)
|
||||
Inventories
|
(28,524
|
)
|
(152
|
)
|
(16,023
|
)
|
||||
Prepaid
and other current assets
|
89
|
(10,092
|
)
|
(3,590
|
)
|
|||||
Accounts
payable, trade
|
9,608
|
8,528
|
2,602
|
|||||||
Due
to affiliates
|
9,701
|
920
|
16,179
|
|||||||
Accrued
and other current liabilities
|
18,965
|
(32,664
|
)
|
13,614
|
||||||
Other
— net
|
(23,116
|
)
|
(22,127
|
)
|
(1,130
|
)
|
||||
Net
cash provided by operating activities
|
185,353
|
134,936
|
105,828
|
|||||||
CASH
FLOWS FROM INVESTING ACTIVITIES:
|
||||||||||
Purchase
of property, plant, and equipment
|
(23,602
|
)
|
(18,027
|
)
|
(15,240
|
)
|
||||
Nordural
expansion
|
(193,511
|
)
|
(280,086
|
)
|
(59,784
|
)
|
||||
Business
acquisitions, net of cash acquired
|
--
|
(7,000
|
)
|
(198,584
|
)
|
|||||
Restricted
and other cash deposits
|
(2,583
|
)
|
(350
|
)
|
(1,678
|
)
|
||||
Proceeds
from sale of property, plant, and equipment
|
7,759
|
124
|
--
|
|||||||
Net
cash used in investing activities
|
(211,937
|
)
|
(305,339
|
)
|
(275,286
|
)
|
||||
CASH
FLOWS FROM FINANCING ACTIVITIES:
|
||||||||||
Borrowings
of long-term debt
|
109,000
|
222,937
|
425,883
|
|||||||
Repayment
of long-term debt - third party
|
(581
|
)
|
(83,279
|
)
|
(425,881
|
)
|
||||
Repayment
of long-term debt - related party
|
--
|
--
|
(14,000
|
)
|
||||||
Net
borrowings (repayments) under revolving credit facility
|
(8,069
|
)
|
8,069
|
--
|
||||||
Excess
tax benefits from share-based compensation
|
1,394
|
--
|
--
|
|||||||
Financing
fees
|
--
|
(5,132
|
)
|
(13,062
|
)
|
|||||
Issuance
of common stock
|
3,453
|
1,408
|
215,793
|
|||||||
Dividends
|
--
|
(16
|
)
|
(3,311
|
)
|
|||||
Net
cash provided by financing
activities
|
105,197
|
143,987
|
185,422
|
|||||||
CHANGE
IN CASH AND CASH EQUIVALENTS
|
78,613
|
(26,416
|
)
|
15,964
|
||||||
CASH
AND CASH EQUIVALENTS, BEGINNING OF YEAR
|
17,752
|
44,168
|
28,204
|
|||||||
CASH
AND CASH EQUIVALENTS, END OF YEAR
|
$
|
96,365
|
$
|
17,752
|
$
|
44,168
|
Buildings
and improvements
|
14
to 45 years
|
Machinery
and equipment
|
5
to 22 years
|
For
the year ending December 31,
|
|||||||||||||
2007
|
2008
|
2009
|
2010
|
||||||||||
Estimated
Amortization Expense
|
$
|
13,991
|
$
|
15,076
|
$
|
16,149
|
$
|
16,378
|
|
|
2005
|
2004
|
|||||||
Net
income (loss) applicable to common shareholders
|
As
Reported
|
$
|
(116,255
|
)
|
$
|
32,713
|
||||
Add:
Stock-based employee compensation expense included in reported net
income,
net of related tax effects
|
2,840
|
1,767
|
||||||||
Deduct:
Stock-based employee compensation expense determined under fair value
based method for all awards, net of related tax effects
|
(3,570
|
)
|
(2,148
|
)
|
||||||
Pro
forma net income (loss)
|
$
|
(116,985
|
)
|
$
|
32,332
|
|||||
Basic
income (loss) per share
|
As
Reported
|
$
|
(3.62
|
)
|
$
|
1.14
|
||||
Pro
Forma
|
$
|
(3.64
|
)
|
$
|
1.13
|
|||||
Diluted
income (loss) per share
|
As
Reported
|
$
|
(3.62
|
)
|
$
|
1.14
|
||||
Pro
Forma
|
$
|
(3.64
|
)
|
$
|
1.12
|
Year
ended December 31,
|
||||
2004
|
||||
(unaudited)
|
||||
Net
sales
|
$
|
1,099,122
|
||
Income
before cumulative effect of change in accounting principle
|
40,298
|
|||
Net
income
|
40,298
|
|||
Net
income available to common shareholders
|
39,529
|
|||
Earnings
per share:
|
||||
Basic
|
$
|
1.25
|
||
Diluted
|
$
|
1.25
|
|
2006
|
2005
|
|||||
Raw
materials
|
$
|
61,749
|
$
|
47,352
|
|||
Work-in-process
|
20,528
|
11,461
|
|||||
Finished
goods
|
5,435
|
5,446
|
|||||
Operating
and other supplies
|
57,698
|
47,177
|
|||||
Inventories
|
$
|
145,410
|
$
|
111,436
|
4.
|
Property,
Plant and Equipment
|
2006
|
2005
|
||||||
Land
and improvements
|
$
|
13,061
|
$
|
13,652
|
|||
Buildings
and improvements
|
247,128
|
122,356
|
|||||
Machinery
and equipment
|
1,201,371
|
856,577
|
|||||
Construction
in progress
|
93,588
|
358,674
|
|||||
1,555,148
|
1,351,259
|
||||||
Less
accumulated depreciation
|
(336,371
|
)
|
(281,101
|
)
|
|||
Property,
plant and equipment - net
|
$
|
1,218,777
|
$
|
1,070,158
|
December
31,
|
|||||||
2006
|
2005
|
||||||
Debt
classified as current liabilities:
|
|||||||
1.75%
convertible senior notes due 2024, interest payable semiannually
(1)(2)(5)(6)
|
$
|
175,000
|
$
|
175,000
|
|||
Hancock
County industrial revenue bonds due 2028, interest payable quarterly
(variable interest rates (not to exceed 12%))(1)
|
7,815
|
7,815
|
|||||
Current
portion of long-term debt
|
30,105
|
581
|
|||||
Debt
classified as non-current liabilities::
|
|||||||
7.5%
senior unsecured notes payable due 2014, interest payable semiannually
(5)(6)(7)
|
250,000
|
250,000
|
|||||
Nordural’s
senior term loan facility maturing in 2010, variable interest rate,
principal and interest payments due semiannually through 2010
(3)(4)
|
301,500
|
222,000
|
|||||
Nordural’s
various loans, with interest rates ranging from 2.70% to 6.75% due
through
2020, less current portion
|
7,831
|
8,436
|
|||||
Borrowings
under revolving credit facility
|
--
|
8,069
|
|||||
Total
Debt
|
$
|
772,251
|
$
|
671,901
|
(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 convertible notes are classified as current because
they
are convertible at any time by the holder. The IRB interest rate
at
December 31, 2006 was 4.21%.
|
(2) The
convertible notes are convertible at any time by the holder at an
initial
conversion rate of 32.7430 shares of Century common stock per one
thousand
dollars of principal amount of convertible notes, subject to adjustments
for certain events. The initial conversion rate is equivalent to
a
conversion price of approximately $30.5409 per share of Century common
stock. Upon conversion of a convertible note, the holder of such
convertible note shall receive cash equal to the principal amount
of the
convertible note and, at our election, either cash or Century common
stock, or a combination thereof, for the convertible notes conversion
value in excess of such principal amount, if any.
|
(3) Nordural’s
senior term loan interest rate at December 31, 2006 was 6.90%. The
$365.0
million loan facility contains customary covenants, including limitations
on additional indebtedness, investments, capital expenditures (other
than
related to the expansion project), dividends, and hedging agreements.
Nordural is also subject to various financial covenants, including
a net
worth covenant and certain maintenance covenants, including minimum
interest coverage and debt service coverage beginning as of December
31,
2006. Nordural is required to make the following minimum repayments
of
principal on the facility: $15.5 million on February 28, 2007 and
$14.0
million on each of August 31, 2007, February 29, 2008, August 31,
2008,
February 28, 2009, August 31, 2009, and all remaining outstanding
principal amount on February 28, 2010.
|
(4) Nordural's
obligations under the term loan facility are secured by a pledge
of all of
Nordural's shares pursuant to a share pledge agreement with the lenders.
In addition, substantially all of Nordural's assets are pledged as
security under the loan facility.
|
(5) The
obligations of Century pursuant to the notes are unconditionally
guaranteed, jointly and severally, on a senior unsecured basis by
all of
our existing domestic restricted subsidiaries.
|
(6) The
indentures governing these obligations contain customary covenants,
including limitations on our ability to incur additional indebtedness,
pay
dividends, sell assets or stock of certain subsidiaries and purchase
or
redeem capital stock.
|
(7) On
or after August 15, 2009, we may redeem any of the senior notes,
in whole
or in part, at an initial redemption price equal to 103.75% of the
principal amount, plus accrued and unpaid interest. The redemption
price
will decline each year after 2009 and will be 100% of the principal
amount, plus accrued and unpaid interest, beginning on August 15,
2012.
|
|
Total
|
2007
|
2008
|
2009
|
2010
|
2011
|
Thereafter
|
|||||||||||||||
7.5%
senior notes due August 2014
|
$
|
250,000
|
$
|
--
|
$
|
--
|
$
|
--
|
$
|
--
|
$
|
--
|
$
|
250,000
|
||||||||
Nordural
debt
|
339,436
|
30,105
|
28,631
|
28,658
|
246,186
|
716
|
5,140
|
|||||||||||||||
Total
|
$
|
589,436
|
$
|
30,105
|
$
|
28,631
|
$
|
28,658
|
$
|
246,186
|
$
|
716
|
$
|
255,140
|
Components
of Other Assets:
|
2006
|
2005
|
|||||
Deferred
tax assets - noncurrent
|
$
|
203,452
|
$
|
56,053
|
|||
Other
assets (primarily investments in joint ventures)
|
75,950
|
71,640
|
|||||
Capitalized
financing fees
|
12,978
|
15,600
|
|||||
$
|
292,380
|
$
|
143,293
|
Components
of Accrued and other current liabilities:
|
2006
|
2005
|
|||||
Accrued
and other current liabilities
|
$
|
32,105
|
$
|
31,685
|
|||
Income
taxes payable
|
34,679
|
13,671
|
|||||
Accrued
bond interest
|
8,359
|
8,359
|
|||||
$
|
75,143
|
$
|
53,715
|
Components
of Accumulated Other Comprehensive Loss:
|
2006
|
2005
|
|||||
Unrealized
loss on financial instruments, net of $58,452 and $49,776 tax
benefit
|
$
|
(90,728
|
)
|
$
|
(88,458
|
)
|
|
Pension
and other postretirement benefit plan liabilities, net of $48,864
tax
benefit (1)
|
(75,844
|
)
|
--
|
||||
Minimum
pension liability adjustment, net of $1,665 tax benefit
|
--
|
(2,960
|
)
|
||||
$
|
(166,572
|
)
|
$
|
(91,418
|
)
|
(1)
This amount includes pension and other postretirement benefit liabilities
of Century, as well as those of our interest in the joint ventures
in
Gramercy Alumina LLC and St. Ann Bauxite Ltd, and our interest in
the Mt.
Holly Aluminum Company. The pension and other postretirement benefit
liabilities of our interest in the joint ventures in Gramercy Alumina
LLC
and St. Ann Bauxite Ltd, and our interest in the Mt. Holly Aluminum
Company were $2,362, net of $1,522 tax benefit at December 31,
2006.
|
7.
|
Pension
and Other Postretirement
Benefits
|
Incremental
Effect of Applying SFAS No. 158 on certain line items in the Consolidated
Balance Sheet:
|
||||||||||||||||
Before
application of SFAS No. 158
|
Adjustment
for Additional Minimum Liability (“AML”)
|
Before
SFAS No. 158 with AML adjustment
|
SFAS
No. 158 adoption adjustments
|
After
application of SFAS No. 158
|
||||||||||||
Other
assets (1)
|
$
|
258,988
|
$
|
1,631
|
$
|
260,619
|
$
|
31,761
|
$
|
292,380
|
||||||
Total
assets
|
2,153,473
|
1,631 |
2,153,473
|
31,761
|
2,185,234
|
|||||||||||
Accrued
employee benefit cost - current
|
9,552
|
--
|
9,552
|
1,531
|
11,083
|
|||||||||||
Total
current liabilities
|
644,746
|
644,746
|
1,531
|
646,277
|
||||||||||||
Accrued
pension benefit costs - noncurrent
|
10,456
|
4,163
|
14,619
|
4,620
|
19,239
|
|||||||||||
Accrued
postretirement benefit costs - noncurrent
|
110,306
|
--
|
110,306
|
96,109
|
206,415
|
|||||||||||
Total
noncurrent liabilities
|
1,304,355
|
4,163
|
1,308,518
|
100,729
|
1,409,247
|
|||||||||||
Accumulated
other comprehensive income
|
(93,541
|
)
|
(2,532
|
)
|
(96,073
|
)
|
(70,499
|
)
|
(166,572
|
)
|
||||||
Total
shareholders' equity
|
202,741
|
(2,532
|
)
|
200,209
|
(70,499
|
)
|
129,710
|
(1)
The change in Other assets due to SFAS No. 158 adoption adjustments
includes an increase in deferred tax assets of $46,161 and a decrease
in
pension assets of $14,400.
|
Pension
|
OPEB
|
||||||||||||
2006
|
2005
|
2006
|
2005
|
||||||||||
Change
in benefit obligation
Benefit
obligation at beginning of year
|
$
|
91,208
|
$
|
80,293
|
$
|
178,450
|
$
|
147,936
|
|||||
Service
cost
|
3,710
|
4,015
|
6,140
|
5,032
|
|||||||||
Interest
cost
|
5,190
|
4,676
|
10,394
|
8,878
|
|||||||||
Plan
changes
|
1,093
|
1,893
|
(4,840
|
)
|
—
|
||||||||
Losses
|
3,104
|
3,612
|
28,396
|
21,828
|
|||||||||
Benefits
paid
|
(4,981
|
)
|
(3,281
|
)
|
(5,579
|
)
|
(5,224
|
)
|
|||||
Benefit
obligation at end of year
|
$
|
99,324
|
$
|
91,208
|
$
|
212,961
|
$
|
178,450
|
Change
in plan assets
Fair
value of plan assets at beginning of year
|
$
|
77,742
|
$
|
67,190
|
$
|
—
|
$
|
—
|
|||||
Actual
return (loss) on plan assets
|
7,923
|
3,492
|
—
|
—
|
|||||||||
Employer
contributions
|
1,169
|
10,341
|
5,579
|
5,224
|
|||||||||
Benefits
paid
|
(4,981
|
)
|
(3,281
|
)
|
(5,579
|
)
|
(5,224
|
)
|
|||||
Fair
value of assets at end of year
|
$
|
81,853
|
$
|
77,742
|
$
|
—
|
$
|
—
|
Pension
|
OPEB
|
||||||||||||
2006
|
2005
|
2006
|
2005
|
||||||||||
Funded
status of plans
Funded
status
|
$
|
(17,471
|
)
|
$
|
(13,466
|
)
|
$
|
(212,961
|
)
|
$
|
(178,450
|
)
|
|
Unrecognized
actuarial loss
|
19,095
|
18,237
|
105,206
|
81,363
|
|||||||||
Unrecognized
prior service cost (benefit)
|
4,089
|
3,540
|
(7,566
|
)
|
(4,544
|
)
|
|||||||
Net
asset (liability) recognized
|
$
|
5,713
|
$
|
8,311
|
$
|
(115,321
|
)
|
$
|
(101,631
|
)
|
Amounts
Recognized in the Statement of Financial Position
|
|||||||||||||
BEFORE
ADOPTION OF SFAS NO. 158:
|
|||||||||||||
Prepaid
benefit cost
|
$
|
17,402
|
$
|
19,130
|
$
|
—
|
$
|
—
|
|||||
Accrued
benefit liability
|
(12,413
|
)
|
(11,543
|
)
|
(115,321
|
)
|
$
|
(101,631
|
)
|
||||
Accumulated
other comprehensive loss
|
724
|
724
|
—
|
—
|
|||||||||
Net
amount recognized
|
$
|
5,713
|
$
|
8,311
|
$
|
(115,321
|
)
|
$
|
(101,631
|
)
|
|||
AFTER
ADOPTION OF SFAS NO. 158:
|
|||||||||||||
Non-current
assets
|
$
|
3,002
|
$
|
—
|
$
|
—
|
$
|
—
|
|||||
Current
liabilities
|
(1,234
|
)
|
—
|
(6,546
|
)
|
—
|
|||||||
Non-current
liabilities
|
(19,239
|
)
|
—
|
(206,415
|
)
|
—
|
|||||||
Net
amount recognized
|
$
|
(17,471
|
)
|
$
|
—
|
$
|
(212,961
|
)
|
$
|
—
|
Amounts
Recognized in accumulated other comprehensive loss
(pre-tax):
|
|||||||||||||
Net
unrecognized actuarial loss
|
$
|
19,095
|
$
|
—
|
$
|
105,206
|
$
|
—
|
|||||
Unrecognized
prior service cost (benefit)
|
4,089
|
—
|
(7,566
|
)
|
—
|
||||||||
$
|
23,184
|
$
|
—
|
$
|
97,640
|
$
|
—
|
Projected
Benefit Obligation
|
Accumulated
Benefit Obligation
|
Fair
Value of Plan assets
|
|||||||||||||||||
2006
|
2005
|
2006
|
2005
|
2006
|
2005
|
||||||||||||||
Hourly
pension plan
|
$
|
47,780
|
$
|
46,227
|
$
|
47,334
|
$
|
45,768
|
$
|
50,782
|
$
|
48,464
|
|||||||
Salaried
pension plan
|
35,692
|
32,140
|
30,348
|
26,609
|
31,071
|
29,278
|
|||||||||||||
Supplemental
executive benefits pension plan (“SERB”)
|
15,852
|
12,841
|
15,852
|
11,544
|
—
|
—
|
Net
Periodic Benefit Cost:
|
|||||||||||||||||||
Year
Ended December 31,
|
|||||||||||||||||||
Pension
|
OPEB
|
||||||||||||||||||
2006
|
2005
|
2004
|
2006
|
2005
|
2004
|
||||||||||||||
Service
cost
|
$
|
3,710
|
$
|
4,015
|
$
|
3,369
|
$
|
6,140
|
$
|
5,032
|
$
|
4,082
|
|||||||
Interest
cost
|
5,190
|
4,676
|
4,261
|
10,394
|
8,878
|
7,336
|
|||||||||||||
Expected
return on plan assets
|
(6,800
|
)
|
(5,899
|
)
|
(4,750
|
)
|
—
|
—
|
—
|
||||||||||
Amortization
of prior service costs
|
544
|
2,962
|
499
|
(1,818
|
)
|
(879
|
)
|
(337
|
)
|
||||||||||
Amortization
of net loss
|
1,144
|
634
|
668
|
4,555
|
3,715
|
1,830
|
|||||||||||||
Net
periodic benefit cost
|
$
|
3,788
|
$
|
6,388
|
$
|
4,047
|
$
|
19,271
|
$
|
16,746
|
$
|
12,911
|
Pension
Benefits
|
OPEB
|
|||
2006
|
2005
|
2006
|
2005
|
|
Discount
rate
|
5.75%
|
5.50%
|
5.75%
|
5.50%
|
Rate
of compensation increase
|
4.00%
|
4.00%
|
4.00%
|
4.00%
|
Measurement
date
|
12/31/2006
|
12/31/2005
|
12/31/2006
|
12/31/2005
|
Pension
|
OPEB
|
|||||
2006
|
2005
|
2004
|
2006
|
2005
|
2004
|
|
Measurement
date
|
12/31/2005
|
12/31/2004
|
12/31/2003
|
12/31/2005
|
12/31/2004
|
12/31/2003
|
Fiscal
year end
|
12/31/2006
|
12/31/2005
|
12/31/2004
|
12/31/2006
|
12/31/2005
|
12/31/2004
|
Discount
rate
|
5.50%
|
5.75%
|
6.25%
|
5.50%
|
5.75%
|
6.25%
|
Rate
of compensation increase
|
4.00%
|
4.00%
|
4.00%
|
4.00%
|
4.00%
|
4.00%
|
Expected
return on plan assets
|
9.00%
|
9.00%
|
9.00%
|
—
|
—
|
—
|
One
Percent Increase
|
One
Percent Decrease
|
||||||
Effect
on total of service and interest cost components
|
$
|
3,786
|
$
|
(2,808
|
)
|
||
Effect
on accumulated postretirement benefit obligation
|
$
|
38,024
|
$
|
(30,417
|
)
|
Pension
Plan Assets
|
||
At
December 31,
|
||
2006
|
2005
|
|
Equity
securities
|
66%
|
65%
|
Debt
securities
|
34%
|
35%
|
100%
|
100%
|
Pension
Benefits
|
OPEB
Benefits
|
||||||
2007
|
$
|
5,501
|
$
|
6,546
|
|||
2008
|
5,710
|
7,400
|
|||||
2009
|
5,965
|
8,429
|
|||||
2010
|
6,096
|
9,550
|
|||||
2011
|
6,223
|
10,509
|
|||||
2012
- 2016
|
33,718
|
60,649
|
Options
|
Number
|
Weighted
Average Exercise Price
|
Weighted
Average Remaining Contractual Term (years)
|
Aggregate
Intrinsic Value
|
|||||||||
Outstanding
at January 1, 2006
|
453,661
|
$
|
20.93
|
||||||||||
Granted
|
156,500
|
39.78
|
|||||||||||
Exercised
|
(185,957
|
)
|
18.54
|
||||||||||
Forfeited
|
(667
|
)
|
24.32
|
||||||||||
Outstanding
and expected to vest at December 31, 2006 (1)
|
423,537
|
$
|
28.94
|
8.7
|
$
|
6,726
|
|||||||
Fully
vested and exercisable at December 31, 2006
|
222,666
|
$
|
26.04
|
8.1
|
$
|
4,173
|
(1)
We expect all of our outstanding options to vest as our forfeitures
are
immaterial.
|
Service-based
share awards (1)
|
Number
|
|||
Outstanding
at January 1, 2006
|
59,000
|
|||
Granted
|
39,500
|
|||
Vested
(Awarded)
|
(4,500
|
)
|
||
Forfeited
|
(2,500
|
)
|
||
Outstanding
at December 31, 2006
|
91,500
|
(1)
All of our service-based stock awards require the recipients to remain
an
employee for a certain period of time before the award vests. Recipients
receive common stock upon vesting.
|
Non-vested
Options:
|
Number
|
Weighted
Average Fair Value
|
|||||
Non-vested
options at January 1, 2006
|
205,430
|
$
|
14.59
|
||||
Granted
|
111,336
|
24.02
|
|||||
Vested
|
(115,228
|
)
|
15.37
|
||||
Forfeited
|
(667
|
)
|
14.48
|
||||
Non-vested
options at December 31, 2006
|
200,871
|
$
|
19.37
|
Year
ended December 31,
|
||||||||||
2006
|
2005
|
2004
|
||||||||
Weighted
average per share fair value of:
|
||||||||||
Stock
options grants
|
$
|
24.38
|
$
|
14.96
|
$
|
14.12
|
||||
Service-based
share awards
|
|
36.12
|
24.15
|
23.15
|
||||||
Total
intrinsic value of option exercises
|
|
3,632
|
1,329
|
5,382
|
||||||
Share-based
liabilities paid (1)
|
|
5,208
|
3,499
|
2,880
|
||||||
Total
fair value of shares vested during the period
|
|
1,771
|
1,255
|
816
|
(1)
Share based liabilities paid represent the fair value of shares
issued on
the vesting date to certain key employees under our performance
share
program.
|
2006
|
2005
|
|
Risk-free
interest rate
|
4.30-4.99%
|
3.98-4.36%
|
Expected
dividend yield
|
$0.00
|
$0.00
|
Expected
volatility
|
60%
|
67%
|
Expected
forfeiture rate
|
5%
|
--
|
Expected
term (years)
|
5.2
|
5.5
|
Year
ended December 31,
|
||||||||||
2006
|
2005
|
2004
|
||||||||
Compensation
expense reported:
|
||||||||||
Stock
option grants
|
$
|
4,358
|
$
|
--
|
$
|
--
|
||||
Service-based
stock awards
|
1,224
|
--
|
--
|
|||||||
Performance-based
stock grants
|
3,947
|
4,437
|
2,761
|
|||||||
Total
compensation expense before income tax
|
9,529
|
4,437
|
2,761
|
|||||||
Income
tax benefit
|
(3,516
|
)
|
(1,597
|
)
|
(994
|
)
|
||||
Total
compensation expense, net of income tax benefit
|
$
|
6,013
|
$
|
2,840
|
$
|
1,767
|
2007
|
2008
|
2009
|
|
Stock-based
compensation expense (pre-tax)
|
$2,607
|
$1,086
|
$56
|
|
|
For
the fiscal year ended December 31,
|
||||||||||||||||||||||||||
2006
|
2005
|
2004
|
||||||||||||||||||||||||||
Income
|
Shares
|
Per-Share
|
Income
|
Shares
|
Per-Share
|
Income
|
Shares
|
Per-Share
|
||||||||||||||||||||
Net
income (loss)
|
$
|
(40,955
|
)
|
$
|
(116,255
|
)
|
$
|
33,482
|
||||||||||||||||||||
Less:
Preferred stock dividends
|
--
|
--
|
(769
|
)
|
||||||||||||||||||||||||
Basic
EPS:
|
||||||||||||||||||||||||||||
Net
income (loss) applicable to common shareholders
|
(40,955
|
)
|
32,395
|
$
|
(1.26
|
)
|
(116,255
|
)
|
32,136
|
$
|
(3.62
|
)
|
32,713
|
28,668
|
$
|
1.14
|
||||||||||||
Effect
of Dilutive Securities:
|
||||||||||||||||||||||||||||
Incremental
Shares from assumed conversion of stock options
|
--
|
--
|
--
|
--
|
--
|
107
|
||||||||||||||||||||||
Diluted
EPS:
|
||||||||||||||||||||||||||||
Net
income (loss) applicable to common shareholders with assumed
conversion
|
$
|
(40,955
|
)
|
32,395
|
$
|
(1.26
|
)
|
$
|
(116,255
|
)
|
32,136
|
$
|
(3.62
|
)
|
$
|
32,713
|
28,775
|
$
|
1.14
|
|
Year
Ended December 31,
|
|||||||||
2006
|
2005
|
2004
|
||||||||
Current:
|
||||||||||
U.S.
federal current expense (benefit)
|
$
|
62,279
|
$
|
18,136
|
|
$
|
6,378
|
|||
State
current expense (benefit)
|
11,840
|
2,727
|
|
--
|
||||||
Foreign
current expense (benefit)
|
182
|
--
|
--
|
|||||||
Total
current expense (benefit)
|
74,301
|
$
|
20,863
|
|
$
|
6,378
|
||||
Deferred:
|
||||||||||
U.S.
federal deferred expense (benefit)
|
(135,760
|
)
|
(100,069
|
)
|
8,748
|
|||||
State
deferred benefit expense (benefit)
|
(27,165
|
)
|
8,857
|
|
986
|
|||||
Foreign
deferred expense (benefit)
|
36,583
|
(10,348
|
) |
2,084
|
||||||
Total
deferred tax benefit expense (benefit)
|
(126,342
|
)
|
(101,560
|
)
|
11,818
|
|||||
Total
income tax benefit expense (benefit)
|
$
|
(52,041
|
)
|
$
|
(80,697
|
)
|
$
|
18,196
|
2006
|
2005
|
2004
|
||||||||
Federal
statutory rate
|
35.0
|
%
|
35.0
|
%
|
35.0
|
%
|
||||
Effect
of:
|
||||||||||
Permanent
differences
|
(0.8
|
)
|
--
|
--
|
||||||
State
taxes, net of Federal benefit
|
6.1
|
4.0
|
1.0
|
|||||||
Foreign
earnings taxed at rates different than the U.S.
|
10.8
|
2.0
|
--
|
|||||||
Equity
earnings in joint ventures
|
(3.4
|
)
|
(2.0
|
)
|
--
|
|||||
47.7
|
%
|
39.0
|
%
|
36.0
|
%
|
2006
|
2005
|
||||||
Deferred
tax assets:
|
|||||||
Accrued
postretirement benefit cost
|
$
|
38,549
|
$
|
32,393
|
|||
Accrued
liabilities
|
8,536
|
9,359
|
|||||
Pension
|
--
|
2,998
|
|||||
Share-based
compensation
|
2,159
|
--
|
|||||
Derivative
and hedging contracts
|
252,760
|
114,939
|
|||||
Equity
contra - other comprehensive loss
|
107,316
|
51,442
|
|||||
Other
|
675
|
6,404
|
|||||
Total
deferred tax assets
|
$
|
409,995
|
$
|
217,535
|
|||
Deferred
tax liabilities:
|
|||||||
Tax
over financial statement depreciation
|
$
|
(76,810
|
)
|
$
|
(109,545
|
)
|
|
Pension
|
(1,955
|
)
|
--
|
||||
Income
from domestic partnership
|
(12,636
|
)
|
(12,107
|
)
|
|||
Unrepatriated
foreign earnings
|
(12,032
|
)
|
(8,449
|
)
|
|||
Foreign
basis differences
|
(41,587
|
)
|
(10,566
|
)
|
|||
Total
deferred tax liabilities
|
$
|
(145,020
|
)
|
$
|
(140,667
|
)
|
|
Net
deferred tax asset
|
$
|
264,975
|
$
|
76,868
|
Contract
|
Customer
|
Volume
|
Term
|
Pricing
|
Alcan
Metal Agreement
|
Alcan
|
276
to 324 million pounds per year
|
Through
July 31, 2007
|
Variable,
based on U.S. Midwest market
|
Glencore
Metal Agreement I (1)
|
Glencore
|
50,000
mtpy
|
Through
December 31, 2009
|
Variable,
LME-based
|
Glencore
Metal Agreement II (2)
|
Glencore
|
20,400
mtpy
|
Through
December 31, 2013
|
Variable,
based on U.S. Midwest market
|
Southwire
Metal Agreement
|
Southwire
|
240
million pounds per year (high purity molten aluminum) (3)
|
Through
March 31, 2011
|
Variable,
based on U.S. Midwest market
|
|
|
60
million pounds per year (standard-grade molten aluminum)
|
Through
December 31, 2010
|
Variable,
based on U.S. Midwest market
|
|
|
48
million pounds per year (standard-grade molten aluminum)
|
Through
December 31, 2007
|
Variable,
based on U.S. Midwest market
|
(1)
We account for the Glencore Metal Agreement I as a derivative instrument
under SFAS No. 133. We have not designated the Glencore Metal Agreement
I
as “normal” because it replaced and substituted for a significant portion
of a sales contract which did not qualify for this designation. Because
the Glencore Metal Agreement I is variably priced, we do not expect
significant variability in its fair value, other than changes that
might
result from the absence of the U.S. Midwest premium.
|
(2)
We account for the Glencore Metal Agreement II as a derivative instrument
under SFAS No. 133. Under the Glencore Metal Agreement II, pricing
is
based on then-current market prices, adjusted by a negotiated U.S.
Midwest
premium with a cap and a floor as applied to the current U.S. Midwest
premium.
|
(3)
The Southwire Metal Agreement will automatically renew for additional
five-year terms, unless either party provides 12 months notice that
it has
elected not to renew.
|
Contract
|
Customer
|
Volume
|
Term
|
Pricing
|
Billiton
Tolling Agreement (1)(4)
|
BHP
Billiton
|
130,000
mtpy
|
Through
December 2013
|
LME-based
|
Glencore
Tolling Agreement (2)(3)(4)
|
Glencore
|
90,000
mtpy
|
Through
June 2016
|
LME-based
|
(1)
In September 2005, Nordural and BHP Billiton amended the Billiton
Tolling
Agreement to increase the tolling arrangement from 90,000 metric
tons to
130,000 metric tons of the annual production capacity at Nordural
effective upon the completion of the Phase III/IV expansion to
220,000
mtpy.
|
(2)
Nordural entered into a 10-year LME-based alumina tolling agreement
with
Glencore for 90,000 metric tons of the expansion capacity at Nordural.
Deliveries under this agreement started in July 2006.
|
(3)
In December 2005, Glencore assigned to Hydro 50% of its tolling
rights
under this agreement for the period 2007 to 2010. Nordural consented
to
the assignment.
|
(4)
Nordural’s tolling revenues include a premium based on the European Union
(“EU”) import duty for primary aluminum. The European Commission has
considered and is currently considering various proposals that
would
phase-out this import duty. While the import duty remains intact
to date,
any decrease in the EU import duty will negatively impact Nordural’s
revenue.
|
Primary
Aluminum Financial Sales Contracts as of:
|
||||||
(Metric
Tons)
|
||||||
December
31, 2006
|
December
31, 2005
|
|||||
Cash
Flow Hedges
|
Derivatives
|
Total
|
Cash
Flow Hedges
|
Derivatives
|
Total
|
|
2006
|
--
|
--
|
--
|
142,750
|
51,000
|
193,750
|
2007
|
119,500
|
50,400
|
169,900
|
119,500
|
50,400
|
169,900
|
2008
|
9,000
|
100,200
|
109,200
|
9,000
|
100,200
|
109,200
|
2009
|
--
|
105,000
|
105,000
|
--
|
105,000
|
105,000
|
2010
|
--
|
105,000
|
105,000
|
--
|
105,000
|
105,000
|
2011
|
--
|
75,000
|
75,000
|
--
|
75,000
|
75,000
|
2012-2015
|
--
|
300,000
|
300,000
|
--
|
300,000
|
300,000
|
Total
|
128,500
|
735,600
|
864,100
|
271,250
|
786,600
|
1,057,850
|
Natural
Gas Financial Purchase Contracts as of:
|
|||||||
(Thousands
of DTH)
|
|||||||
December
31, 2006
|
December
31, 2005
|
||||||
2006
|
--
|
1,680
|
|||||
2007
|
2,200
|
780
|
|||||
2008
|
480
|
480
|
|||||
Total
|
2,680
|
2,940
|
Year
ended December 31,
|
|||||||
2006
|
2005
|
||||||
Beginning
balance, ARO liability
|
$
|
11,808
|
$
|
17,232
|
|||
Additional
ARO liability incurred
|
2,302
|
1,849
|
|||||
ARO
liabilities settled
|
(2,236
|
)
|
(3,330
|
)
|
|||
Accretion
expense
|
990
|
1,370
|
|||||
FIN
47 adoption
|
--
|
(5,313
|
)
|
||||
Ending
balance, ARO liability
|
$
|
12,864
|
$
|
11,808
|
Year
Ended December 31,
|
|||
2006
|
2005
|
2004
|
|
Net
sales to Glencore
|
$259,531
|
$171,027
|
$163,209
|
Purchases
from Glencore
|
185,462
|
129,757
|
131,427
|
Realized
loss on financial sales contracts that do not qualify for cash flow
hedge
accounting
|
54,236
|
--
|
--
|
Gramercy
alumina purchases
|
134,178
|
138,022
|
26,680
|
Year
Ended December 31,
|
||||||||||
2006
|
2005
|
2004
|
||||||||
Cash
paid for:
|
||||||||||
Interest
|
$
|
42,607
|
$
|
30,358
|
$
|
37,587
|
||||
Income
taxes
|
58,476
|
15,449
|
248
|
|||||||
Cash
received from:
|
||||||||||
Interest
|
1,331
|
1,388
|
1,088
|
|||||||
Income
tax refunds
|
587
|
--
|
80
|
|||||||
Non-cash
investing activities:
|
||||||||||
Accrued
Nordural expansion costs
|
$
|
(6,679
|
)
|
$
|
6,170
|
$
|
5,591
|
Segment
Assets (1)
|
2006
|
2005
|
2004
|
|||||||
Primary
|
$
|
2,159,429
|
$
|
1,648,351
|
$
|
1,307,168
|
||||
Corporate,
Unallocated
|
25,805
|
29,080
|
25,385
|
|||||||
Total
Assets
|
$
|
2,185,234
|
$
|
1,677,431
|
$
|
1,332,553
|
(1)
Segment assets include accounts receivable, due from affiliates,
inventory, intangible assets, and property, plant and equipment-net;
the
remaining assets are unallocated corporate assets, and deferred tax
assets.
|
2006
|
2005
|
2004
|
||||||||
Net
Sales:
|
||||||||||
United
States
|
$
|
1,245,167
|
$
|
992,442
|
$
|
974,481
|
||||
Other
|
313,399
|
139,920
|
86,266
|
|||||||
Long-lived
assets:
|
||||||||||
United
States
|
$
|
569,124
|
$
|
604,411
|
$
|
615,618
|
||||
Other
|
895,020
|
722,474
|
431,161
|
Year
Ended December 31,
|
||||||
|
2006
|
2005
|
2004
|
|||
$
|
%
|
$
|
%
|
$
|
%
|
|
Southwire
|
420,100
|
27.0
|
294,468
|
26.0
|
258,320
|
24.4
|
Alcan
|
400,908
|
25.7
|
356,347
|
31.5
|
301,033
|
28.4
|
Glencore
|
259,531
|
16.7
|
171,027
|
15.1
|
163,209
|
15.4
|
BHP
Billiton
|
229,524
|
14.7
|
137,736
|
12.2
|
--
|
--
|
Net
Sales
|
Gross
Profit
|
Net
Income (Loss)
|
Net
Income (Loss) Per Share
|
||||||||||
2006
|
|||||||||||||
4th
Quarter(1)
|
$
|
424,367
|
$
|
93,076
|
$
|
(119,123
|
)
|
$
|
(3.67
|
)
|
|||
3rd
Quarter(2)
|
381,277
|
70,974
|
173,939
|
5.36
|
|||||||||
2nd
Quarter(3)
|
405,976
|
108,004
|
45,800
|
1.41
|
|||||||||
1st
Quarter (4)
|
346,946
|
76,468
|
(141,571
|
)
|
(4.39
|
)
|
|||||||
2005
|
|||||||||||||
4th
Quarter (5)
|
$
|
292,874
|
$
|
34,704
|
$
|
(148,658
|
)
|
$
|
(4.62
|
)
|
|||
3rd
Quarter (6)
|
270,836
|
30,058
|
(20,071
|
)
|
(0.62
|
)
|
|||||||
2nd
Quarter
|
283,256
|
45,348
|
40,744
|
1.27
|
|||||||||
1st
Quarter
|
285,396
|
51,567
|
11,730
|
0.37
|
(1) The
fourth quarter of 2006 net income includes a charge of $174,250,
net of
tax, for loss on forward contracts offset by a gain on the sale of
surplus
land.
|
(2) The
third quarter of 2006 net income includes a gain
of $134,572, net of tax, for gain on forward contracts.
|
(3) The
second quarter of 2006 net income includes a charge
of
$19,492, net of tax, for loss on forward contracts.
|
(4) The
first quarter of 2006 net income includes a charge of $183,526, net
of
tax, for loss on forward contracts.
|
(5) The
fourth quarter of 2005 net income includes a charge of $164,620,
net of
tax, for loss on forward contracts.
|
(6) The
third quarter of 2005 net income includes a charge of $34,228, net
of tax,
for loss on forward contracts.
|
CONDENSED
CONSOLIDATING BALANCE SHEET
|
||||||||||||||||
As
of December 31, 2006
|
||||||||||||||||
Combined
Guarantor Subsidiaries
|
Combined
Non-Guarantor Subsidiaries
|
The
Company
|
Reclassifications
and
Eliminations
|
Consolidated
|
||||||||||||
Assets:
|
||||||||||||||||
Cash
and cash equivalents
|
$
|
—
|
$
|
11,866
|
$
|
84,499
|
$
|
—
|
$
|
96,365
|
||||||
Restricted
cash
|
2,011
|
—
|
—
|
—
|
2,011
|
|||||||||||
Accounts
receivable — net
|
98,690
|
14,681
|
—
|
—
|
113,371
|
|||||||||||
Due
from affiliates
|
55,853
|
6,779
|
752,954
|
(778,044
|
)
|
37,542
|
||||||||||
Inventories
|
112,975
|
32,604
|
—
|
(169
|
)
|
145,410
|
||||||||||
Prepaid
and other assets
|
4,603
|
12,981
|
2,246
|
—
|
19,830
|
|||||||||||
Deferred
taxes — current portion
|
66,530
|
—
|
11,007
|
25,573
|
103,110
|
|||||||||||
Total
current assets
|
340,662
|
78,911
|
850,706
|
(752,640
|
)
|
517,639
|
||||||||||
Investment
in subsidiaries
|
22,229
|
—
|
20,967
|
(43,196
|
)
|
—
|
||||||||||
Property,
plant and equipment — net
|
436,980
|
780,879
|
918
|
—
|
1,218,777
|
|||||||||||
Intangible
asset — net
|
61,594
|
—
|
—
|
—
|
61,594
|
|||||||||||
Goodwill
|
—
|
94,844
|
—
|
—
|
94,844
|
|||||||||||
Other
assets
|
41,599
|
19,297
|
368,913
|
(137,429
|
)
|
292,380
|
||||||||||
Total
assets
|
$
|
903,064
|
$
|
973,931
|
$
|
1,241,504
|
$
|
(933,265
|
)
|
$
|
2,185,234
|
|||||
Liabilities
and shareholders’ equity:
|
||||||||||||||||
Accounts
payable -
trade
|
$
|
34,993
|
$
|
29,804
|
$
|
52
|
$
|
—
|
$
|
64,849
|
||||||
Due
to affiliates
|
381,853
|
56,665
|
73,734
|
(229,970
|
)
|
282,282
|
||||||||||
Industrial
revenue bonds
|
7,815
|
—
|
—
|
—
|
7,815
|
|||||||||||
Long
term debt — current portion
|
—
|
30,105
|
—
|
—
|
30,105
|
|||||||||||
Accrued
and other current liabilities
|
21,381
|
4,522
|
49,240
|
—
|
75,143
|
|||||||||||
Accrued
employee benefits costs — current portion
|
9,803
|
—
|
1,280
|
—
|
11,083
|
|||||||||||
Convertible
senior notes
|
—
|
—
|
175,000
|
—
|
175,000
|
|||||||||||
Total
current liabilities
|
455,845
|
121,096
|
299,306
|
(229,970
|
)
|
646,277
|
||||||||||
Senior
unsecured notes payable
|
—
|
—
|
250,000
|
—
|
250,000
|
|||||||||||
Nordural
debt
|
—
|
309,331
|
—
|
—
|
309,331
|
|||||||||||
Accrued
pension benefit costs — less current portion
|
3,624
|
—
|
15,615
|
—
|
19,239
|
|||||||||||
Accrued
postretirement benefit costs — less current portion
|
205,092
|
—
|
1,323
|
—
|
206,415
|
|||||||||||
Other
liabilities/intercompany loan
|
215,839
|
353,997
|
—
|
(542,025
|
)
|
27,811
|
||||||||||
Due
to affiliates — less current portion
|
9,314
|
—
|
545,550
|
—
|
554,864
|
|||||||||||
Deferred
taxes
|
143,421
|
16,240
|
—
|
(118,074
|
)
|
41,587
|
||||||||||
Total
noncurrent liabilities
|
577,290
|
679,568
|
812,488
|
(660,099
|
)
|
1,409,247
|
||||||||||
Shareholders’
equity:
|
||||||||||||||||
Common
stock
|
60
|
12
|
325
|
(72
|
)
|
325
|
||||||||||
Additional
paid-in capital
|
259,248
|
85,190
|
432,270
|
(344,438
|
)
|
432,270
|
||||||||||
Accumulated
other comprehensive income (loss)
|
(172,685
|
)
|
2,791
|
(166,572
|
)
|
169,894
|
(166,572
|
)
|
||||||||
Retained
earnings (accumulated deficit)
|
(216,694
|
)
|
85,274
|
(136,313
|
)
|
131,420
|
(136,313
|
)
|
||||||||
Total
shareholders’ equity
|
(130,071
|
)
|
173,267
|
129,710
|
(43,196
|
)
|
129,710
|
|||||||||
Total
liabilities and shareholders’ equity
|
$
|
903,064
|
$
|
973,931
|
$
|
1,241,504
|
$
|
(933,265
|
)
|
$
|
2,185,234
|
CONDENSED
CONSOLIDATING BALANCE SHEET
|
||||||||||||||||
As
of December 31, 2005
|
||||||||||||||||
Combined
Guarantor Subsidiaries
|
Combined
Non-Guarantor Subsidiaries
|
The
Company
|
Reclassifications
and
Eliminations
|
Consolidated
|
||||||||||||
Assets:
|
||||||||||||||||
Cash
and cash equivalents
|
$
|
—
|
$
|
19,005
|
$
|
(1,253
|
)
|
$
|
—
|
$
|
17,752
|
|||||
Restricted
cash
|
2,028
|
—
|
—
|
—
|
2,028
|
|||||||||||
Accounts
receivable — net
|
73,540
|
9,476
|
—
|
—
|
83,016
|
|||||||||||
Due
from affiliates
|
60,246
|
—
|
703,995
|
(745,603
|
)
|
18,638
|
||||||||||
Inventories
|
96,347
|
15,372
|
—
|
(283
|
)
|
111,436
|
||||||||||
Prepaid
and other assets
|
7,693
|
8,627
|
7,598
|
—
|
23,918
|
|||||||||||
Deferred
taxes — current portion
|
46,339
|
—
|
—
|
(8,634
|
)
|
37,705
|
||||||||||
Total
current assets
|
286,193
|
52,480
|
710,340
|
(754,520
|
)
|
294,493
|
||||||||||
Investment
in subsidiaries
|
15,205
|
—
|
146,166
|
(161,371
|
)
|
—
|
||||||||||
Property,
plant and equipment — net
|
458,618
|
613,368
|
308
|
(2,136
|
)
|
1,070,158
|
||||||||||
Intangible
asset — net
|
74,643
|
—
|
—
|
—
|
74,643
|
|||||||||||
Goodwill
|
—
|
94,844
|
—
|
—
|
94,844
|
|||||||||||
Other
assets
|
54,049
|
8,951
|
156,242
|
(75,949
|
)
|
143,293
|
||||||||||
Total
assets
|
$
|
888,708
|
$
|
769,643
|
$
|
1,013,056
|
$
|
(993,976
|
)
|
$
|
1,677,431
|
|||||
Liabilities
and shareholders’ equity:
|
||||||||||||||||
Accounts
payable -
trade
|
$
|
36,670
|
$
|
25,249
|
$
|
—
|
$
|
—
|
$
|
61,919
|
||||||
Due
to affiliates
|
138,615
|
52,208
|
15,485
|
(47,626
|
)
|
158,682
|
||||||||||
Industrial
revenue bonds
|
7,815
|
—
|
—
|
—
|
7,815
|
|||||||||||
Long
term debt — current portion
|
—
|
581
|
—
|
—
|
581
|
|||||||||||
Accrued
and other current liabilities
|
19,994
|
3,357
|
31,514
|
(1,150
|
)
|
53,715
|
||||||||||
Accrued
employee benefits costs — current portion
|
8,139
|
—
|
1,194
|
—
|
9,333
|
|||||||||||
Deferred
tax liability - current
|
—
|
—
|
8,634
|
(8,634
|
)
|
—
|
||||||||||
Convertible
senior notes
|
—
|
—
|
175,000
|
—
|
175,000
|
|||||||||||
Total
current liabilities
|
211,233
|
81,395
|
231,827
|
(57,410
|
)
|
467,045
|
||||||||||
Senior
unsecured notes payable
|
—
|
—
|
250,000
|
—
|
250,000
|
|||||||||||
Nordural
debt
|
—
|
230,436
|
—
|
—
|
230,436
|
|||||||||||
Revolving
credit facility
|
8,069
|
—
|
8,069
|
|||||||||||||
Accrued
pension benefit costs — less current portion
|
—
|
—
|
10,350
|
—
|
10,350
|
|||||||||||
Accrued
postretirement benefit costs — less current portion
|
95,731
|
—
|
929
|
—
|
96,660
|
|||||||||||
Other
liabilities/intercompany loan
|
397,778
|
327,073
|
—
|
(696,841
|
)
|
28,010
|
||||||||||
Due
to affiliates — less current portion
|
58,090
|
—
|
279,326
|
—
|
337,416
|
|||||||||||
Deferred
taxes
|
83,019
|
12,225
|
—
|
(78,354
|
)
|
16,890
|
||||||||||
Total
noncurrent liabilities
|
634,618
|
569,734
|
548,674
|
(775,195
|
)
|
977,831
|
||||||||||
Shareholders’
equity:
|
||||||||||||||||
Common
stock
|
60
|
12
|
322
|
(72
|
)
|
322
|
||||||||||
Additional
paid-in capital
|
259,148
|
85,190
|
419,009
|
(344,338
|
)
|
419,009
|
||||||||||
Accumulated
other comprehensive income (loss)
|
(90,953
|
)
|
—
|
(91,418
|
)
|
90,953
|
(91,418
|
)
|
||||||||
Retained
earnings (accumulated deficit)
|
(125,398
|
)
|
33,312
|
(95,358
|
)
|
92,086
|
(95,358
|
)
|
||||||||
Total
shareholders’ equity
|
42,857
|
118,514
|
232,555
|
(161,371
|
)
|
232,555
|
||||||||||
Total
liabilities and shareholders’ equity
|
$
|
888,708
|
$
|
769,643
|
$
|
1,013,056
|
$
|
(993,976
|
)
|
$
|
1,677,431
|
CONDENSED
CONSOLIDATING STATEMENT OF OPERATIONS
|
||||||||||||||||
For
the Year Ended December 31, 2006
|
||||||||||||||||
Combined
Guarantor Subsidiaries
|
Combined
Non-Guarantor Subsidiaries
|
The
Company
|
Reclassifications
and
Eliminations
|
Consolidated
|
||||||||||||
Net
sales:
|
||||||||||||||||
Third-party
customers
|
$
|
1,071,670
|
$
|
227,365
|
$
|
—
|
$
|
—
|
$
|
1,299,035
|
||||||
Related
parties
|
180,478
|
79,053
|
—
|
—
|
259,531
|
|||||||||||
1,252,148
|
306,418
|
—
|
—
|
1,558,566
|
||||||||||||
Cost
of goods sold
|
1,000,879
|
213,469
|
—
|
(4,304
|
)
|
1,210,044
|
||||||||||
Gross
profit
|
251,269
|
92,949
|
—
|
4,304
|
348,522
|
|||||||||||
Selling,
general and admin expenses
|
38,567
|
796
|
—
|
—
|
39,363
|
|||||||||||
Operating
income
|
212,702
|
92,153
|
—
|
4,304
|
309,159
|
|||||||||||
Interest
expense - third party
|
(24,632
|
)
|
(12,370
|
)
|
—
|
—
|
(37,002
|
)
|
||||||||
Interest
expense - affiliates
|
30,699
|
(30,699
|
)
|
—
|
—
|
—
|
||||||||||
Interest
income
|
1,254
|
451
|
—
|
—
|
1,705
|
|||||||||||
Net
loss on forward contracts
|
(389,839
|
)
|
—
|
—
|
—
|
(389,839
|
)
|
|||||||||
Other
income (expense) - net
|
7,132
|
(234
|
)
|
—
|
—
|
6,898
|
||||||||||
Income
(loss) before taxes and equity in earnings (loss) of subsidiaries
and
joint ventures
|
(162,684
|
)
|
49,301
|
—
|
4,304
|
(109,079
|
)
|
|||||||||
Income
tax (expense) benefit
|
56,297
|
(2,707
|
)
|
—
|
(1,549
|
)
|
52,041
|
|||||||||
Net
income (loss) before equity in earnings (loss) of subsidiaries
and joint
ventures
|
(106,387
|
)
|
46,594
|
—
|
2,755
|
(57,038
|
)
|
|||||||||
Equity
in earnings (loss) of subsidiaries and joint ventures
|
17,383
|
5,366
|
(40,955
|
)
|
34,289
|
16,083
|
||||||||||
Net
income (loss)
|
$
|
(89,004
|
)
|
$
|
51,960
|
$
|
(40,955
|
)
|
$
|
37,044
|
$
|
(40,955
|
)
|
CONDENSED
CONSOLIDATING STATEMENT OF OPERATIONS
|
||||||||||||||||
For
the Year Ended December 31, 2005
|
||||||||||||||||
Combined
Guarantor Subsidiaries
|
Combined
Non-Guarantor
Subsidiaries
|
The
Company
|
Reclassifications
and
Eliminations
|
Consolidated
|
||||||||||||
Net
sales:
|
||||||||||||||||
Third-party
customers
|
$
|
824,072
|
$
|
137,263
|
$
|
—
|
$
|
—
|
$
|
961,335
|
||||||
Related
parties
|
171,027
|
—
|
—
|
—
|
171,027
|
|||||||||||
995,099
|
137,263
|
—
|
—
|
1,132,362
|
||||||||||||
Cost
of goods sold
|
884,241
|
95,820
|
—
|
(9,376
|
)
|
970,685
|
||||||||||
Gross
profit
|
110,858
|
41,443
|
—
|
9,376
|
161,677
|
|||||||||||
Selling,
general and admin expenses
|
34,314
|
459
|
—
|
—
|
34,773
|
|||||||||||
Operating
income
|
76,544
|
40,984
|
—
|
9,376
|
126,904
|
|||||||||||
Interest
expense - third party
|
(24,832
|
)
|
(836
|
)
|
—
|
—
|
(25,668
|
)
|
||||||||
Interest
expense - affiliates
|
24,451
|
(24,451
|
)
|
—
|
—
|
—
|
||||||||||
Interest
income
|
1,011
|
356
|
—
|
—
|
1,367
|
|||||||||||
Net
loss on forward contracts
|
(309,698
|
)
|
—
|
—
|
—
|
(309,698
|
)
|
|||||||||
Loss
on early extinguishment of debt
|
(835
|
)
|
—
|
—
|
—
|
(835
|
)
|
|||||||||
Other
income (expense) - net
|
(428
|
)
|
703
|
—
|
—
|
275
|
||||||||||
Income
(loss) before taxes and equity in earnings (loss) of subsidiaries
and
joint ventures
|
(233,787
|
)
|
16,756
|
—
|
9,376
|
(207,655
|
)
|
|||||||||
Income
tax (expense) benefit
|
81,803
|
2,298
|
—
|
(3,404
|
)
|
80,697
|
||||||||||
Net
income (loss) before equity in earnings (loss) of subsidiaries and
joint
ventures
|
(151,984
|
)
|
19,054
|
—
|
5,972
|
(126,958
|
)
|
|||||||||
Equity
in earnings (loss) of subsidiaries and joint ventures
|
8,847
|
4,932
|
(116,255
|
)
|
113,179
|
10,703
|
||||||||||
Net
income (loss)
|
$
|
(143,137
|
)
|
$
|
23,986
|
$
|
(116,255
|
)
|
$
|
119,151
|
$
|
(116,255
|
)
|
CONDENSED
CONSOLIDATING STATEMENT OF OPERATIONS
|
||||||||||||||||
For
the Year Ended December 31, 2004
|
||||||||||||||||
Combined
Guarantor Subsidiaries
|
Combined
Non-Guarantor
Subsidiaries
|
The
Company
|
Reclassifications
and
Eliminations
|
Consolidated
|
||||||||||||
Net
sales:
|
||||||||||||||||
Third-party
customers
|
$
|
811,705
|
$
|
85,833
|
$
|
—
|
$
|
—
|
$
|
897,538
|
||||||
Related
parties
|
163,209
|
—
|
—
|
—
|
163,209
|
|||||||||||
974,914
|
85,833
|
—
|
—
|
1,060,747
|
||||||||||||
Cost
of goods sold
|
805,267
|
407,650
|
—
|
(337,457
|
)
|
875,460
|
||||||||||
Reimbursement
from owners
|
—
|
(337,738
|
)
|
—
|
337,738
|
—
|
||||||||||
Gross
profit (loss)
|
169,647
|
15,921
|
—
|
(281
|
)
|
185,287
|
||||||||||
Selling,
general and admin expenses
|
24,916
|
—
|
—
|
—
|
24,916
|
|||||||||||
Operating
income (loss)
|
144,731
|
15,921
|
—
|
(281
|
)
|
160,371
|
||||||||||
Interest
expense - third party
|
(36,281
|
)
|
(3,665
|
)
|
—
|
—
|
(39,946
|
)
|
||||||||
Interest
expense - related party
|
(380
|
)
|
(9,078
|
)
|
—
|
9,078
|
(380
|
)
|
||||||||
Interest
income
|
9,872
|
172
|
—
|
(8,958
|
)
|
1,086
|
||||||||||
Net
loss on forward contracts
|
(21,521
|
)
|
—
|
—
|
—
|
(21,521
|
)
|
|||||||||
Loss
on early extinguishment of debt
|
(47,448
|
)
|
—
|
—
|
—
|
(47,448
|
)
|
|||||||||
Other
income (expense) - net
|
(1,380
|
)
|
43
|
—
|
32
|
(1,305
|
)
|
|||||||||
Income
(loss) before taxes and equity in earnings (loss) of subsidiaries
and
joint ventures
|
47,593
|
3,393
|
—
|
(129
|
)
|
50,857
|
||||||||||
Income
tax (expense) benefit
|
(17,218
|
)
|
(5,709
|
)
|
—
|
4,731
|
(18,196
|
)
|
||||||||
Net
income (loss) before equity in earnings (loss) of subsidiaries and
joint
ventures
|
30,375
|
(2,316
|
)
|
—
|
4,602
|
32,661
|
||||||||||
Equity
earnings (loss) of subsidiaries and joint ventures
|
(7,642
|
)
|
821
|
33,482
|
(25,840
|
)
|
821
|
|||||||||
Net
income (loss)
|
$
|
22,733
|
$
|
(1,495
|
)
|
$
|
33,482
|
$
|
(21,238
|
)
|
$
|
33,482
|
CONDENSED
CONSOLIDATING STATEMENT OF CASH FLOWS
|
|||||||||||||
For
the Year Ended December 31, 2006
|
|||||||||||||
Combined
Guarantor Subsidiaries
|
Combined
Non-Guarantor
Subsidiaries
|
The
Company
|
Consolidated
|
||||||||||
Net
cash provided by operating activities
|
$
|
146,868
|
$
|
38,485
|
$
|
—
|
$
|
185,353
|
|||||
Investing
activities:
|
|||||||||||||
Purchase
of property, plant and equipment
|
(15,599
|
)
|
(7,294
|
)
|
(709
|
)
|
(23,602
|
)
|
|||||
Nordural
expansion
|
—
|
(193,511
|
)
|
—
|
(193,511
|
)
|
|||||||
Proceeds
from sale of property, plant and equipment
|
7,620
|
139
|
—
|
7,759
|
|||||||||
Restricted
and other cash deposits
|
(2,583
|
)
|
—
|
—
|
(2,583
|
)
|
|||||||
Net
cash used in investing activities
|
(10,562
|
)
|
(200,666
|
)
|
(709
|
)
|
(211,937
|
)
|
|||||
Financing
activities:
|
|||||||||||||
Borrowings
of long-term debt
|
—
|
109,000
|
—
|
109,000
|
|||||||||
Repayment
of long-term debt
|
—
|
(581
|
)
|
—
|
(581
|
)
|
|||||||
Repayment
of revolving credit facility
|
—
|
—
|
(8,069
|
)
|
(8,069
|
)
|
|||||||
Excess
tax benefits from share-based compensation
|
—
|
—
|
1,394
|
1,394
|
|||||||||
Intercompany
transactions
|
(136,306
|
)
|
46,623
|
89,683
|
—
|
||||||||
Issuance
of common stock
|
—
|
—
|
3,453
|
3,453
|
|||||||||
Net
cash provided by (used in) financing activities
|
(136,306
|
)
|
155,042
|
86,461
|
105,197
|
||||||||
Net
increase (decrease) in cash and cash equivalents
|
—
|
(7,139
|
)
|
85,752
|
78,613
|
||||||||
Cash
and cash equivalents, beginning of the period
|
—
|
19,005
|
(1,253
|
)
|
17,752
|
||||||||
Cash
and cash equivalents, end of period
|
$
|
—
|
$
|
11,866
|
$
|
84,499
|
$
|
96,365
|
CONDENSED
CONSOLIDATING STATEMENT OF CASH FLOWS
|
|||||||||||||
For
the Year Ended December 31, 2005
|
|||||||||||||
Combined
Guarantor Subsidiaries
|
Combined
Non-Guarantor
Subsidiaries
|
The
Company
|
Consolidated
|
||||||||||
Net
cash provided by operating activities
|
$
|
103,122
|
$
|
31,814
|
$
|
—
|
$
|
134,936
|
|||||
Investing
activities:
|
|||||||||||||
Purchase
of property, plant and equipment
|
(15,515
|
)
|
(2,176
|
)
|
(336
|
)
|
(18,027
|
)
|
|||||
Nordural
expansion
|
—
|
(280,086
|
)
|
—
|
(280,086
|
)
|
|||||||
Acquisitions
|
—
|
—
|
(7,000
|
)
|
(7,000
|
)
|
|||||||
Proceeds
from sale of property, plant and equipment
|
6
|
118
|
124
|
||||||||||
Restricted
cash deposits
|
(350
|
)
|
—
|
—
|
(350
|
)
|
|||||||
Net
cash used in investing activities
|
(15,859
|
)
|
(282,144
|
)
|
(7,336
|
)
|
(305,339
|
)
|
|||||
Financing
activities:
|
|||||||||||||
Borrowings
of long-term debt
|
—
|
222,937
|
—
|
222,937
|
|||||||||
Repayment
of long-term debt
|
—
|
(73,334
|
)
|
(9,945
|
)
|
(83,279
|
)
|
||||||
Borrowings
under revolving credit facility
|
—
|
—
|
8,069
|
8,069
|
|||||||||
Financing
fees
|
—
|
(4,307
|
)
|
(825
|
)
|
(5,132
|
)
|
||||||
Dividends
|
—
|
—
|
(16
|
)
|
(16
|
)
|
|||||||
Intercompany
transactions
|
(87,448
|
)
|
122,280
|
(34,832
|
)
|
—
|
|||||||
Issuance
of common stock
|
—
|
—
|
1,408
|
1,408
|
|||||||||
Net
cash provided by (used in) financing activities
|
(87,448
|
)
|
267,576
|
(36,141
|
)
|
143,987
|
|||||||
Net
increase (decrease) in cash and cash equivalents
|
(185
|
)
|
17,246
|
(43,477
|
)
|
(26,416
|
)
|
||||||
Cash
and cash equivalents, beginning of the period
|
185
|
1,759
|
42,224
|
44,168
|
|||||||||
Cash
and cash equivalents, end of period
|
$
|
—
|
$
|
19,005
|
$
|
(1,253
|
)
|
$
|
17,752
|
CONDENSED
CONSOLIDATING STATEMENT OF CASH FLOWS
|
|||||||||||||
For
the Year Ended December 31, 2004
|
|||||||||||||
Combined
Guarantor Subsidiaries
|
Combined
Non-Guarantor
Subsidiaries
|
The
Company
|
Consolidated
|
||||||||||
Net
cash provided by operating activities
|
$
|
14,071
|
$
|
91,757
|
$
|
—
|
$
|
105,828
|
|||||
Investing
activities:
|
|||||||||||||
Purchase
of property, plant and equipment
|
(6,814
|
)
|
(8,426
|
)
|
—
|
(15,240
|
)
|
||||||
Nordural
expansion
|
—
|
(59,784
|
)
|
—
|
(59,784
|
)
|
|||||||
Acquisitions
|
—
|
—
|
(198,584
|
)
|
(198,584
|
)
|
|||||||
Restricted
cash deposits
|
(1,174
|
)
|
(504
|
)
|
—
|
(1,678
|
)
|
||||||
Net
cash used in investing activities
|
(7,988
|
)
|
(68,714
|
)
|
(198,584
|
)
|
(275,286
|
)
|
|||||
Financing
activities:
|
|||||||||||||
Borrowings
of long-term debt
|
—
|
883
|
425,000
|
425,883
|
|||||||||
Repayment
of long-term debt
|
—
|
(110,826
|
)
|
(315,055
|
)
|
(425,881
|
)
|
||||||
Repayment
of related party debt
|
—
|
—
|
(14,000
|
)
|
(14,000
|
)
|
|||||||
Financing
fees
|
—
|
—
|
(13,062
|
)
|
(13,062
|
)
|
|||||||
Dividends
|
—
|
—
|
(3,311
|
)
|
(3,311
|
)
|
|||||||
Intercompany
transactions
|
(6,002
|
)
|
88,659
|
(82,657
|
)
|
—
|
|||||||
Issuance
of common stock
|
—
|
—
|
215,793
|
215,793
|
|||||||||
Net
cash provided by (used in) financing activities
|
(6,002
|
)
|
(21,284
|
)
|
212,708
|
185,422
|
|||||||
Net
increase in cash and cash equivalents
|
81
|
1,759
|
14,124
|
15,964
|
|||||||||
Cash
and cash equivalents, beginning of the period
|
104
|
—
|
28,100
|
28,204
|
|||||||||
Cash
and cash equivalents, end of period
|
$
|
185
|
$
|
1,759
|
$
|
42,224
|
$
|
44,168
|
Exhibit
Index
|
|||||
Incorporated
by Reference
|
|||||
Exhibit
Number
|
Description
of Exhibit
|
Form
|
File
No.
|
Filing
Date
|
Filed
Herewith
|
3.1
|
Restated
Certificate of Incorporation of Century Aluminum Company, as
amended
|
8-K
|
000-27918
|
August
16, 2005
|
|
3.2
|
Amended
and Restated Bylaws of Century Aluminum Company
|
8-K
|
000-27918
|
August
16, 2005
|
|
4.1
|
Form
of Stock Certificate
|
S-1
|
33-95486
|
August
8, 1995
|
|
4.2
|
Indenture
for Century Aluminum Company's 7.5% Senior Notes, dated as of August
26,
2004, among Century Aluminum Company, as issuer, the guarantors
party
thereto and Wilmington Trust Company, as trustee
|
8-K
|
000-27918
|
September
1, 2004
|
|
4.3
|
Supplemental
Indenture No. 1 for Century Aluminum Company's 7.5% Senior Notes,
dated as
of July 27, 2005, among Century Aluminum Company, as issuer, Century
Kentucky, LLC, as a guarantor, and Wilmington Trust Company, as
trustee
|
10-Q
|
000-27918
|
August
9, 2005
|
|
4.4
|
Supplemental
Indenture No. 2 for Century Aluminum Company’s 7.5%
Senior Notes,
dated as of December 29, 2006 among Century Aluminum Company, as
Issuer,
NSA General Partnership, as a Guarantor and
Wilmington Trust Company, as Trustee
|
10-K
|
000-27918
|
March
16, 2006
|
4.5
|
Supplemental
Indenture No. 3 for Century Aluminum Company’s 7.5% Senior Notes, dated as
of December 21, 2006 among Century Aluminum Company, as Issuer,
Century
California LLC, as a Guarantor and
Wilmington Trust Company, as Trustee
|
|
|
|
X
|
4.6
|
Indenture
for Century Aluminum Company's 1.75% Convertible Senior Notes,
dated as of
August 9, 2004, between Century Aluminum Company, as issuer, and
Wilmington Trust Company, as trustee
|
8-K
|
000-27918
|
November
1, 2004
|
|
4.7
|
Supplemental
Indenture No. 1 for Century Aluminum Company's 1.75% Convertible
Senior
Notes, dated as of October 26, 2004, among Century Aluminum Company,
as
issuer, and Wilmington Trust Company, as trustee
|
8-K
|
000-27918
|
November
1, 2004
|
|
4.8
|
Supplemental
Indenture No. 2 for Century Aluminum Company's 1.75% Convertible
Senior
Notes, dated as of October 26, 2004, among Century Aluminum Company,
as
issuer, the guarantors party thereto and Wilmington Trust Company,
as
trustee
|
8-K
|
000-27918
|
November
1, 2004
|
|
4.9
|
Supplemental
Indenture No. 3 for Century Aluminum Company's 1.75% Convertible
Senior
Notes, dated as of July 27, 2005, among Century Aluminum Company,
as
issuer, Century Kentucky, LLC, as a guarantor, and Wilmington Trust
Company, as trustee
|
10-Q
|
000-27918
|
August
9, 2005
|
|
4.10
|
Supplemental
Indenture No. 4 for Century Aluminum Company's 1.75% Convertible
Senior
Notes, dated as of December 29, 2005, among Century Aluminum Company,
as
issuer, NSA General Partnership, as a Guarantor, and Wilmington
Trust
Company, as trustee
|
10-K
|
000-27918
|
March
16, 2006
|
|
4.11
|
Supplemental
Indenture No. 5 for Century Aluminum Company's 1.75% Convertible
Senior
Notes, dated as of December 21, 2006, among Century Aluminum Company,
as
issuer, Century California LLC, as a Guarantor, and Wilmington
Trust
Company, as trustee
|
|
|
|
X
|
10.1
|
Employment
Agreement, effective as of January 1, 2002, by and between Century
Aluminum Company and Gerald J. Kitchen*
|
10-Q
|
000-27918
|
May
14, 2002
|
|
10.2
|
Amendment
to Employment Agreement, effective as of December 9, 2003, by and
between
Century Aluminum Company and Gerald J. Kitchen*
|
10-K
|
000-27918
|
February
26, 2004
|
|
10.3
|
Second
Amendment to Employment Agreement, dated as of June 28, 2005, by
and
between Century Aluminum Company and Gerald J. Kitchen*
|
10-Q
|
000-27918
|
August
9, 2005
|
|
10.4
|
Consulting
Agreement, effective as of January 1, 2006, by and between Century
Aluminum Company and Gerald J. Kitchen*
|
10-Q
|
000-27918
|
August
9, 2005
|
|
10.5
|
Employment
Agreement, effective as of January 1, 2002, by and between Century
Aluminum Company and David W. Beckley*
|
10-Q
|
000-27918
|
May
14, 2002
|
|
10.6
|
First
Amendment to Employment Agreement, effective as of December 9,
2003, by
and between Century Aluminum Company and David W. Beckley*
|
10-K
|
000-27918
|
February
26, 2004
|
|
10.7
|
Second
Amendment to Employment Agreement, dated as of March 22, 2005,
by and
between Century Aluminum Company and David W. Beckley*
|
10-Q
|
000-27918
|
May
5, 2005
|
|
10.8
|
Third
Amendment to Employment Agreement, dated as of June 28, 2005, by
and
between Century Aluminum Company and David W. Beckley*
|
10-Q
|
000-27918
|
August
9, 2005
|
|
10.9
|
Employment
Agreement, effective as October 14, 2003, by and between Century
Aluminum
Company and E. Jack Gates*
|
10-K
|
000-27918
|
February
26, 2004
|
|
10.10
|
Employment
Agreement, dated as of December 13, 2005, by and between Century
Aluminum
Company and Logan W. Kruger*
|
10-K
|
000-27918
|
March
16, 2006
|
|
10.11
|
Employment
Agreement, dated as of January 23, 2006, by and between Century
Aluminum
Company and Michael A. Bless*
|
8-K
|
000-27918
|
January
25, 2006
|
|
10.12
|
Employment
Agreement, dated as of May 1, 2006, by and between Century Aluminum
Company and Robert R. Nielsen*
|
8-K
|
000-27918
|
May
4, 2006
|
|
10.13
|
Amended
and Restated Severance Protection Agreement, dated as of August
1, 2005,
by and between Century Aluminum Company and Gerald J.
Kitchen*
|
10-Q
|
000-27918
|
August
9, 2005
|
|
10.14
|
Amended
and Restated Severance Protection Agreement, dated as of August
1, 2005,
by and between Century Aluminum Company and David W.
Beckley*
|
10-Q
|
000-27918
|
August
9, 2005
|
|
10.15
|
Amended
and Restated Severance Protection Agreement, dated as of August
1, 2005,
by and between Century Aluminum Company and E. Jack Gates*
|
10-Q
|
000-27918
|
August
9, 2005
|
|
10.16
|
Severance
Protection Agreement, dated as of December 13, 2005, by and between
Century Aluminum Company and Logan W Kruger*
|
10-K
|
000-27918
|
March
16, 2006
|
|
10.17
|
Severance
Protection Agreement, dated as of January 23, 2006, by and between
Century
Aluminum Company and Michael A. Bless*
|
8-K
|
000-27918
|
January
23, 2006
|
|
10.18
|
Severance
Protection Agreement, dated as of May 1, 2006, by and between Century
Aluminum Company and Robert R. Nielsen*
|
8-K
|
000-27918
|
May
4, 2006
|
|
10.19
|
Non-Employee
Directors Stock Option Plan*
|
S-1
|
33-95486
|
March
28, 1996
|
|
10.20
|
Century
Aluminum Company Incentive Compensation Plan (Amended and Restated
Effective June 9, 2006)*
|
8-K
|
000-27918
|
June
14, 2006
|
|
10.21
|
Amended
and Restated 1996 Stock Incentive Plan*
|
8-K
|
000-27918
|
August
16, 2005
|
|
10.22
|
Form
of Stock Option Agreement - Employee
|
10-K
|
000-27918
|
March
16, 2006
|
|
10.23
|
Form
of Stock Option Agreement - Non-Employee Director
|
10-K
|
000-27918
|
March
16, 2006
|
|
10.24
|
Century
Aluminum Company Amended and Restated 1996 Stock Incentive Plan
Implementation Guidelines For Performance Share Awards (as amended
June 8,
2006)*
|
8-K
|
000-27918
|
June
14, 2006
|
|
10.25
|
Century
Aluminum Company Supplemental Retirement Income Benefit
Plan*
|
10-Q
|
000-27918
|
May
14, 2002
|
|
10.26
|
First
Amendment of the Century Aluminum Company Supplemental Retirement
Income
Benefit Plan*
|
10-K
|
000-27918
|
March
16, 2005
|
|
10.27
|
Second
Amendment of the Century Aluminum Company Supplemental Retirement
Income
Benefit Plan*
|
10-Q
|
000-27918
|
August
9, 2005
|
|
10.28
|
Amended
and Restated Asset Purchase Agreement, dated as of December 13,
1988, by
and between Kaiser Aluminum & Chemical Corporation and Ravenswood
Acquisition Corporation
|
S-1
|
33-95486
|
March
28, 1996
|
|
10.29
|
Acquisition
Agreement, dated July 19, 1995, by and between Virgin Islands Alumina
Corporation and St. Croix Alumina, L.L.C.
|
S-1
|
33-95486
|
March
28, 1996
|
|
10.30
|
Ravenswood
Environmental Services Agreement, dated as of February 7, 1989,
by and
between Kaiser Aluminum & Chemical Corporation and Ravenswood Aluminum
Corporation
|
S-1
|
33-95486
|
March
28, 1996
|
|
10.31
|
Asset
Purchase Agreement, dated as of March 31, 2000, by and between
Xstrata
Aluminum Corporation and Berkeley Aluminum, Inc.
|
8-K
|
000-27918
|
April
20, 2000
|
|
10.32
|
Form
of Tax Sharing Agreement
|
S-1
|
33-95486
|
March
28, 1996
|
|
10.33
|
Form
of Disaffiliation Agreement
|
S-1
|
33-95486
|
March
28, 1996
|
|
10.34
|
Amended
and Restated Owners Agreement, dated as of January 26, 1996, by
and
between Alumax of South Carolina, Inc., Berkeley Aluminum, Inc.
and
Glencore Primary Aluminum Company LLC
|
S-1
|
33-95486
|
March
28, 1996
|
|
10.35
|
Alumina
Supply Contract, dated April 26, 2006, by and between Century Aluminum
of
West Virginia and Glencore AG.
|
8-K
|
000-27918
|
May
11, 2006
|
|
10.36
|
Alumina
Supply Contract, dated January 1, 2001, by and between Berkeley
Aluminum
and Glencore AG
|
10-Q
|
000-27918
|
May
14, 2002
|
|
10.37
|
Amended
and Restated Toll Conversion Agreement, dated as of February 10,
2005, by
Nordural ehf and Glencore AG
|
10-Q
|
000-27918
|
August
9, 2005
|
|
10.38
|
Purchase
Agreement, dated as of May 17, 2004, among Kaiser Aluminum & Chemical
Corporation, Kaiser Bauxite Company, Gramercy Alumina LLC and St.
Ann
Bauxite Limited**
|
10-Q
|
000-27918
|
November
9, 2004
|
|
10.39
|
Loan
Agreement, dated as of February 10, 2005, among Nordural ehf.,
the several
lenders from time to time parties thereto, Landsbanki Islands hf.,
as
administrative agent and Kaupthing Bank hf., as security
trustee
|
S-1/A
|
333-121255
|
February
16, 2005
|
|
10.40
|
Accounts
Pledge Agreement, dated as of February 10, 2005, among Nordural
ehf.,
Kaupthing Bank hf., as security trustee and Kaupthing Bank hf.
and
Landsbanki Íslands hf. as account banks
|
S-4/A
|
333-121729
|
February
11, 2005
|
|
10.41
|
Declaration
of Pledge, dated as of February 10, 2005, between Nordural ehf.
and
Kaupthing Bank hf., as security trustee
|
S-4/A
|
333-121729
|
February
11, 2005
|
|
10.42
|
Securities
Pledge Agreement, dated as of February 10, 2005, among Nordural
Holdings I
ehf., Nordural Holdings II ehf., Nordural ehf. and Kaupthing Bank
hf., as
security trustee
|
S-4/A
|
333-121729
|
February
11, 2005
|
|
10.43
|
General
Bond, dated as of February 10, 2005, between Nordural ehf. and
Kaupthing
Bank hf., as security trustee
|
S-4/A
|
333-121729
|
February
11, 2005
|
|
10.44
|
Loan
and Security Agreement, dated as of September 19, 2005, by and
among Bank
of America, N.A., Century Aluminum Company, Berkeley Aluminum,
Inc.,
Century Aluminum of West Virginia, Inc., Century Kentucky, Inc.,
and NSA
LTD.
|
10-Q
|
000-27918
|
November
9, 2005
|
|
21.1
|
List
of Subsidiaries
|
|
|
|
X
|
23.1
|
Consent
of Deloitte & Touche LLP
|
|
|
|
X
|
24.1
|
Powers
of Attorney
|
|
|
|
X
|
31.1
|
Rule
13a-14(a)/15d-14(a) Certification - Chief Executive
Officer
|
|
|
|
X
|
31.2
|
Rule
13a-14(a)/15d-14(a) Certification - Chief Financial
Officer
|
|
|
|
X
|
32.1
|
Section
1350 Certifications
|
|
|
|
X
|
*
|
Management
contract or compensatory plan.
|
**
|
Schedules
and exhibits are omitted and will be furnished to the Securities
and
Exchange Commission upon request.
|
***
|
Confidential
information was omitted from this exhibit pursuant to a request
for
confidential treatment and filed separately with the Securities
and
Exchange
Commission.
|
Signature
|
Title
|
Date
|
||
/s/
LOGAN W. KRUGER
|
Chief
Executive Officer
|
March
1, 2007
|
||
Logan
W. Kruger
|
||||
/s/
MICHAEL A. BLESS
|
Executive
Vice President and Chief Financial Officer (Principal Financial
Officer)
|
March
1, 2007
|
||
Michael
A. Bless
|
||||
/s/
STEVE SCHNEIDER
|
Senior
Vice President and Chief Accounting Officer and Controller (Principal
Accounting Officer)
|
March
1, 2007
|
||
Steve
Schneider
|
||||
*
|
Chairman
|
March
1, 2007
|
||
Craig
A. Davis
|
||||
*
|
Director
|
March
1, 2007
|
||
Jarl
Berntzen
|
||||
*
|
Director
|
March
1, 2007
|
||
Robert
E. Fishman
|
||||
*
|
Director
|
March
1, 2007
|
||
John
C. Fontaine
|
||||
*
|
Director
|
March
1, 2007
|
||
John
P. O’Brien
|
||||
*
|
Director
|
March
1, 2007
|
||
Willy
R. Strothotte
|
||||
*
|
Director
|
March
1, 2007
|
||
Jack
E. Thompson
|
||||
*By:
/s/ ROBERT R. NIELSEN
Robert
R. Nielsen, as Attorney-in-fact
|
|
Balance
at Beginning
of Period
|
Charged
To
Cost and
Expense
|
Deductions
|
Balance
at
End
of Period
|
|||||||||
(Dollars
in Thousands)
|
|||||||||||||
YEAR
ENDED DECEMBER 31, 2004:
Allowance
for doubtful trade accounts receivable
|
$
|
3,968
|
$
|
279
|
$
|
3,227
|
$
|
1,020
|
|||||
YEAR
ENDED DECEMBER 31, 2005:
Allowance
for doubtful trade accounts receivable
|
$
|
1,020
|
$
|
—
|
$
|
20
|
$
|
1,000
|
|||||
YEAR
ENDED DECEMBER 31, 2006:
Allowance
for doubtful trade accounts receivable
|
$
|
1,000
|
$
|
—
|
$
|
—
|
$
|
1,000
|
Exhibit
Index
|
|||||
Incorporated
by Reference
|
|||||
Exhibit
Number
|
Description
of Exhibit
|
Form
|
File
No.
|
Filing
Date
|
Filed
Herewith
|
3.1
|
Restated
Certificate of Incorporation of Century Aluminum Company, as
amended
|
8-K
|
000-27918
|
August
16, 2005
|
|
3.2
|
Amended
and Restated Bylaws of Century Aluminum Company
|
8-K
|
000-27918
|
August
16, 2005
|
|
4.1
|
Form
of Stock Certificate
|
S-1
|
33-95486
|
August
8, 1995
|
|
4.2
|
Indenture
for Century Aluminum Company's 7.5% Senior Notes, dated as of August
26,
2004, among Century Aluminum Company, as issuer, the guarantors
party
thereto and Wilmington Trust Company, as trustee
|
8-K
|
000-27918
|
September
1, 2004
|
|
4.3
|
Supplemental
Indenture No. 1 for Century Aluminum Company's 7.5% Senior Notes,
dated as
of July 27, 2005, among Century Aluminum Company, as issuer, Century
Kentucky, LLC, as a guarantor, and Wilmington Trust Company, as
trustee
|
10-Q
|
000-27918
|
August
9, 2005
|
|
4.4
|
Supplemental
Indenture No. 2 for Century Aluminum Company’s 7.5%
Senior Notes,
dated as of December 29, 2006 among Century Aluminum Company, as
Issuer,
NSA General Partnership, as a Guarantor and
Wilmington Trust Company, as Trustee
|
10-K
|
000-27918
|
March
16, 2006
|
4.5
|
Supplemental
Indenture No. 3 for Century Aluminum Company’s 7.5% Senior Notes, dated as
of December 21, 2006 among Century Aluminum Company, as Issuer,
Century
California LLC, as a Guarantor and
Wilmington Trust Company, as Trustee
|
|
|
|
X
|
4.6
|
Indenture
for Century Aluminum Company's 1.75% Convertible Senior Notes,
dated as of
August 9, 2004, between Century Aluminum Company, as issuer, and
Wilmington Trust Company, as trustee
|
8-K
|
000-27918
|
November
1, 2004
|
|
4.7
|
Supplemental
Indenture No. 1 for Century Aluminum Company's 1.75% Convertible
Senior
Notes, dated as of October 26, 2004, among Century Aluminum Company,
as
issuer, and Wilmington Trust Company, as trustee
|
8-K
|
000-27918
|
November
1, 2004
|
|
4.8
|
Supplemental
Indenture No. 2 for Century Aluminum Company's 1.75% Convertible
Senior
Notes, dated as of October 26, 2004, among Century Aluminum Company,
as
issuer, the guarantors party thereto and Wilmington Trust Company,
as
trustee
|
8-K
|
000-27918
|
November
1, 2004
|
|
4.9
|
Supplemental
Indenture No. 3 for Century Aluminum Company's 1.75% Convertible
Senior
Notes, dated as of July 27, 2005, among Century Aluminum Company,
as
issuer, Century Kentucky, LLC, as a guarantor, and Wilmington Trust
Company, as trustee
|
10-Q
|
000-27918
|
August
9, 2005
|
|
4.10
|
Supplemental
Indenture No. 4 for Century Aluminum Company's 1.75% Convertible
Senior
Notes, dated as of December 29, 2005, among Century Aluminum Company,
as
issuer, NSA General Partnership, as a Guarantor, and Wilmington
Trust
Company, as trustee
|
10-K
|
000-27918
|
March
16, 2006
|
|
4.11
|
Supplemental
Indenture No. 5 for Century Aluminum Company's 1.75% Convertible
Senior
Notes, dated as of December 21, 2006, among Century Aluminum Company,
as
issuer, Century California LLC, as a Guarantor, and Wilmington
Trust
Company, as trustee
|
|
|
|
X
|
10.1
|
Employment
Agreement, effective as of January 1, 2002, by and between Century
Aluminum Company and Gerald J. Kitchen*
|
10-Q
|
000-27918
|
May
14, 2002
|
|
10.2
|
Amendment
to Employment Agreement, effective as of December 9, 2003, by and
between
Century Aluminum Company and Gerald J. Kitchen*
|
10-K
|
000-27918
|
February
26, 2004
|
|
10.3
|
Second
Amendment to Employment Agreement, dated as of June 28, 2005, by
and
between Century Aluminum Company and Gerald J. Kitchen*
|
10-Q
|
000-27918
|
August
9, 2005
|
|
10.4
|
Consulting
Agreement, effective as of January 1, 2006, by and between Century
Aluminum Company and Gerald J. Kitchen*
|
10-Q
|
000-27918
|
August
9, 2005
|
|
10.5
|
Employment
Agreement, effective as of January 1, 2002, by and between Century
Aluminum Company and David W. Beckley*
|
10-Q
|
000-27918
|
May
14, 2002
|
|
10.6
|
First
Amendment to Employment Agreement, effective as of December 9,
2003, by
and between Century Aluminum Company and David W. Beckley*
|
10-K
|
000-27918
|
February
26, 2004
|
|
10.7
|
Second
Amendment to Employment Agreement, dated as of March 22, 2005,
by and
between Century Aluminum Company and David W. Beckley*
|
10-Q
|
000-27918
|
May
5, 2005
|
|
10.8
|
Third
Amendment to Employment Agreement, dated as of June 28, 2005, by
and
between Century Aluminum Company and David W. Beckley*
|
10-Q
|
000-27918
|
August
9, 2005
|
|
10.9
|
Employment
Agreement, effective as October 14, 2003, by and between Century
Aluminum
Company and E. Jack Gates*
|
10-K
|
000-27918
|
February
26, 2004
|
|
10.10
|
Employment
Agreement, dated as of December 13, 2005, by and between Century
Aluminum
Company and Logan W. Kruger*
|
10-K
|
000-27918
|
March
16, 2006
|
|
10.11
|
Employment
Agreement, dated as of January 23, 2006, by and between Century
Aluminum
Company and Michael A. Bless*
|
8-K
|
000-27918
|
January
25, 2006
|
|
10.12
|
Employment
Agreement, dated as of May 1, 2006, by and between Century Aluminum
Company and Robert R. Nielsen*
|
8-K
|
000-27918
|
May
4, 2006
|
|
10.13
|
Amended
and Restated Severance Protection Agreement, dated as of August
1, 2005,
by and between Century Aluminum Company and Gerald J.
Kitchen*
|
10-Q
|
000-27918
|
August
9, 2005
|
|
10.14
|
Amended
and Restated Severance Protection Agreement, dated as of August
1, 2005,
by and between Century Aluminum Company and David W.
Beckley*
|
10-Q
|
000-27918
|
August
9, 2005
|
|
10.15
|
Amended
and Restated Severance Protection Agreement, dated as of August
1, 2005,
by and between Century Aluminum Company and E. Jack Gates*
|
10-Q
|
000-27918
|
August
9, 2005
|
|
10.16
|
Severance
Protection Agreement, dated as of December 13, 2005, by and between
Century Aluminum Company and Logan W Kruger*
|
10-K
|
000-27918
|
March
16, 2006
|
|
10.17
|
Severance
Protection Agreement, dated as of January 23, 2006, by and between
Century
Aluminum Company and Michael A. Bless*
|
8-K
|
000-27918
|
January
23, 2006
|
|
10.18
|
Severance
Protection Agreement, dated as of May 1, 2006, by and between Century
Aluminum Company and Robert R. Nielsen*
|
8-K
|
000-27918
|
May
4, 2006
|
|
10.19
|
Non-Employee
Directors Stock Option Plan*
|
S-1
|
33-95486
|
March
28, 1996
|
|
10.20
|
Century
Aluminum Company Incentive Compensation Plan (Amended and Restated
Effective June 9, 2006)*
|
8-K
|
000-27918
|
June
14, 2006
|
|
10.21
|
Amended
and Restated 1996 Stock Incentive Plan*
|
8-K
|
000-27918
|
August
16, 2005
|
|
10.22
|
Form
of Stock Option Agreement - Employee
|
10-K
|
000-27918
|
March
16, 2006
|
|
10.23
|
Form
of Stock Option Agreement - Non-Employee Director
|
10-K
|
000-27918
|
March
16, 2006
|
|
10.24
|
Century
Aluminum Company Amended and Restated 1996 Stock Incentive Plan
Implementation Guidelines For Performance Share Awards (as amended
June 8,
2006)*
|
8-K
|
000-27918
|
June
14, 2006
|
|
10.25
|
Century
Aluminum Company Supplemental Retirement Income Benefit
Plan*
|
10-Q
|
000-27918
|
May
14, 2002
|
|
10.26
|
First
Amendment of the Century Aluminum Company Supplemental Retirement
Income
Benefit Plan*
|
10-K
|
000-27918
|
March
16, 2005
|
|
10.27
|
Second
Amendment of the Century Aluminum Company Supplemental Retirement
Income
Benefit Plan*
|
10-Q
|
000-27918
|
August
9, 2005
|
|
10.28
|
Amended
and Restated Asset Purchase Agreement, dated as of December 13,
1988, by
and between Kaiser Aluminum & Chemical Corporation and Ravenswood
Acquisition Corporation
|
S-1
|
33-95486
|
March
28, 1996
|
|
10.29
|
Acquisition
Agreement, dated July 19, 1995, by and between Virgin Islands Alumina
Corporation and St. Croix Alumina, L.L.C.
|
S-1
|
33-95486
|
March
28, 1996
|
|
10.30
|
Ravenswood
Environmental Services Agreement, dated as of February 7, 1989,
by and
between Kaiser Aluminum & Chemical Corporation and Ravenswood Aluminum
Corporation
|
S-1
|
33-95486
|
March
28, 1996
|
|
10.31
|
Asset
Purchase Agreement, dated as of March 31, 2000, by and between
Xstrata
Aluminum Corporation and Berkeley Aluminum, Inc.
|
8-K
|
000-27918
|
April
20, 2000
|
|
10.32
|
Form
of Tax Sharing Agreement
|
S-1
|
33-95486
|
March
28, 1996
|
|
10.33
|
Form
of Disaffiliation Agreement
|
S-1
|
33-95486
|
March
28, 1996
|
|
10.34
|
Amended
and Restated Owners Agreement, dated as of January 26, 1996, by
and
between Alumax of South Carolina, Inc., Berkeley Aluminum, Inc.
and
Glencore Primary Aluminum Company LLC
|
S-1
|
33-95486
|
March
28, 1996
|
|
10.35
|
Alumina
Supply Contract, dated April 26, 2006, by and between Century Aluminum
of
West Virginia and Glencore AG.
|
8-K
|
000-27918
|
May
11, 2006
|
|
10.36
|
Alumina
Supply Contract, dated January 1, 2001, by and between Berkeley
Aluminum
and Glencore AG
|
10-Q
|
000-27918
|
May
14, 2002
|
|
10.37
|
Amended
and Restated Toll Conversion Agreement, dated as of February 10,
2005, by
Nordural ehf and Glencore AG
|
10-Q
|
000-27918
|
August
9, 2005
|
|
10.38
|
Purchase
Agreement, dated as of May 17, 2004, among Kaiser Aluminum & Chemical
Corporation, Kaiser Bauxite Company, Gramercy Alumina LLC and St.
Ann
Bauxite Limited**
|
10-Q
|
000-27918
|
November
9, 2004
|
|
10.39
|
Loan
Agreement, dated as of February 10, 2005, among Nordural ehf.,
the several
lenders from time to time parties thereto, Landsbanki Islands hf.,
as
administrative agent and Kaupthing Bank hf., as security
trustee
|
S-1/A
|
333-121255
|
February
16, 2005
|
|
10.40
|
Accounts
Pledge Agreement, dated as of February 10, 2005, among Nordural
ehf.,
Kaupthing Bank hf., as security trustee and Kaupthing Bank hf.
and
Landsbanki Íslands hf. as account banks
|
S-4/A
|
333-121729
|
February
11, 2005
|
|
10.41
|
Declaration
of Pledge, dated as of February 10, 2005, between Nordural ehf.
and
Kaupthing Bank hf., as security trustee
|
S-4/A
|
333-121729
|
February
11, 2005
|
|
10.42
|
Securities
Pledge Agreement, dated as of February 10, 2005, among Nordural
Holdings I
ehf., Nordural Holdings II ehf., Nordural ehf. and Kaupthing Bank
hf., as
security trustee
|
S-4/A
|
333-121729
|
February
11, 2005
|
|
10.43
|
General
Bond, dated as of February 10, 2005, between Nordural ehf. and
Kaupthing
Bank hf., as security trustee
|
S-4/A
|
333-121729
|
February
11, 2005
|
|
10.44
|
Loan
and Security Agreement, dated as of September 19, 2005, by and
among Bank
of America, N.A., Century Aluminum Company, Berkeley Aluminum,
Inc.,
Century Aluminum of West Virginia, Inc., Century Kentucky, Inc.,
and NSA
LTD.
|
10-Q
|
000-27918
|
November
9, 2005
|
|
21.1
|
List
of Subsidiaries
|
|
|
|
X
|
23.1
|
Consent
of Deloitte & Touche LLP
|
|
|
|
X
|
24.1
|
Powers
of Attorney
|
|
|
|
X
|
31.1
|
Rule
13a-14(a)/15d-14(a) Certification - Chief Executive
Officer
|
|
|
|
X
|
31.2
|
Rule
13a-14(a)/15d-14(a) Certification - Chief Financial
Officer
|
|
|
|
X
|
32.1
|
Section
1350 Certifications
|
|
|
|
X
|
*
|
Management
contract or compensatory plan.
|
**
|
Schedules
and exhibits are omitted and will be furnished to the Securities
and
Exchange Commission upon request.
|
***
|
Confidential
information was omitted from this exhibit pursuant to a request
for
confidential treatment and filed separately with the Securities
and
Exchange Commission.
|