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Share Name | Share Symbol | Market | Type |
---|---|---|---|
Century Aluminum Co | NASDAQ:CENX | NASDAQ | Common Stock |
Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|---|---|
-0.35 | -1.99% | 17.20 | 17.10 | 17.86 | 2,502 | 12:39:16 |
Delaware
(State or other jurisdiction of incorporation or organization)
|
13-3070826
(IRS Employer Identification No.)
|
One South Wacker Drive
Suite 1000
Chicago, Illinois
(Address of registrant’s principal offices)
|
60606
(Zip Code)
|
Title of each class:
|
Name of each exchange on which registered:
|
Common Stock, $0.01 par value per share
|
NASDAQ Stock Market LLC
|
|
(NASDAQ Global Select Market)
|
Large Accelerated Filer
|
o
|
Accelerated Filer
|
x
|
Non-Accelerated Filer
(Do not check if a smaller reporting company)
|
¨
|
Smaller Reporting Company
|
¨
|
TABLE OF CONTENTS
|
PAGE
|
|
|
PART I
|
|
|
PART II
|
|
|
PART III
|
|
|
PART IV
|
|
|
•
|
Future global and local financial and economic conditions;
|
•
|
Our assessment of the aluminum market and aluminum prices (including premiums);
|
•
|
The potential outcome of any trade claims to address excess capacity or unfair trade practices in the aluminum industry;
|
•
|
The future financial and operating performance of the Company, its subsidiaries and its projects;
|
•
|
Future earnings, operating results and liquidity;
|
•
|
Future inventory, production, sales, cash costs and capital expenditures;
|
•
|
Future impairment charges or restructuring costs;
|
•
|
Our business objectives, strategies and initiatives, including our ability to achieve expected production levels, productivity improvements or cost reductions, and our competitive position and prospects;
|
•
|
Our plans and expectations with respect to the future operation or potential curtailment of our U.S. assets, including our Hawesville, Mt. Holly and Sebree smelters;
|
•
|
Our plans and expectations with respect to the sale or other disposition of our 40% interest in BHH;
|
•
|
Our ability to procure alumina, carbon products and other raw materials and our assessment of pricing and costs and other terms relating thereto;
|
•
|
Our ability to access existing or future financing arrangements;
|
•
|
Our ability to repay debt in the future;
|
•
|
Estimates of our pension and other postretirement liabilities and future payments, property plant and equipment impairment, environmental liabilities and other contingent liabilities and contractual commitments;
|
•
|
Our ability to successfully manage transmission issues and market power price risk and to control or reduce power costs;
|
•
|
Our assessment of power pricing and our ability to successfully obtain and/or implement long-term competitive power arrangements for our operations and projects, including at Mt. Holly;
|
•
|
Negotiations with labor unions representing our employees;
|
•
|
Our ability to successfully produce value-added products at our smelters;
|
•
|
Future construction investment and development, including our ability to secure sufficient amounts of power, future capital expenditures, the costs of completion or cancellation, timing, production capacity and sources of funding;
|
•
|
Our ability to derive benefit from acquisitions and to successfully integrate these operations with the rest of our business;
|
•
|
The anticipated impact of recent accounting pronouncements or changes in accounting principles;
|
•
|
Our anticipated tax liabilities, benefits or refunds including the realization of U.S. and certain foreign deferred tax assets;
|
•
|
Our assessment of the ultimate outcome of outstanding litigation and environmental matters and liabilities relating thereto; and
|
•
|
The effect of future laws and regulations.
|
Facility
|
Location
|
Operational
|
Annual Production Capacity (tpy) (1)
|
Actual 2016 Annual Production
|
Ownership Percentage
|
Grundartangi
|
Grundartangi, Iceland
|
1998
|
313,000
|
313,000
|
100%
|
Hawesville
|
Hawesville, Kentucky, USA
|
1970
|
252,000
|
97,000
|
100%
|
Sebree
|
Robards, Kentucky, USA
|
1973
|
218,000
|
217,000
|
100%
|
Mt. Holly
|
Goose Creek, South Carolina, USA
|
1980
|
229,000
|
111,000
|
100%
|
|
Total for all locations
|
|
1,012,000
|
738,000
|
|
(1)
|
The numbers in this column reflect each facility’s highest annual production for the last five fiscal years through and including the fiscal year ended
December 31, 2016
.
|
(1)
|
Shipment volumes for 2015 and 2016 reflect our acquisition of the remaining interest in Mt. Holly in December 2014 and the partial curtailment of our Hawesville and Mt. Holly operations during the fourth quarter of 2015.
|
Facility
|
Location
|
Type
|
Annual Production Capacity (tpy) (1)
|
Ownership Percentage
|
Vlissingen
|
Vlissingen, the Netherlands
|
Carbon anodes
|
145,000
|
100%
|
BHH
|
Guangxi Zhuang, China
|
Carbon anode, cathode and graphitized products
|
180,000 anode; 20,000 cathode/graphitized products
|
40%
|
|
●
|
electrical power
|
●
|
carbon anodes
|
●
|
liquid pitch
|
|
●
|
alumina
|
●
|
cathode blocks
|
●
|
calcined petroleum coke
|
|
●
|
aluminum fluoride
|
●
|
natural gas
|
●
|
silicon carbide
|
Supplier
|
Quantity
|
Term
|
Pricing (2)
|
Glencore (1)
|
Variable
|
Through December 31, 2017
|
Variable, API-based
|
Gramercy Holdings I LLC
|
Approximately 600,000 tpy
|
Through December 31, 2019
|
Variable, API-based
|
Hydro Aluminum International SA
|
Approximately 90,000 tpy
|
Through December 31, 2017
|
Variable, API-based
|
(1)
|
Under the terms of this agreement, Glencore will provide alumina supply for all of Century's requirements during the contract term, net of the other existing contractual commitments set forth above.
|
(2)
|
Pricing is based on a published alumina index ("API").
|
Facility
|
Supplier
|
Term
|
Pricing
|
|
Grundartangi
|
Landsvirkjun
|
Through 2023 - 2036
|
Variable rate based on (i) the LME price for primary aluminum or (ii) the Nord Pool power market for 161MW of Landsvirkjun supply post-2019
|
|
Orkuveita Reykjavíkur ("OR")
|
||||
HS Orka hf ("HS")
|
||||
Hawesville
|
Kenergy Corporation ("Kenergy")
|
Through December 31, 2023
|
Variable rate based on market prices
|
|
Sebree
|
Kenergy
|
Through December 31, 2023
|
Variable rate based on market prices
|
|
Mt. Holly
|
South Carolina Public Service Authority
|
Through December 31, 2018
|
Variable rate based in part on a cost of service charge and in part on natural gas prices
|
|
Helguvik
|
OR
|
Approximately 25 years from the dates of each phase of power delivery
|
Variable rate based on the LME price for primary aluminum
|
|
•
|
increasing our vulnerability to adverse economic and industry conditions;
|
•
|
reducing cash flow available for other purposes, including capital expenditures, acquisitions, dividends, working capital and other general corporate purposes; and
|
•
|
limiting our flexibility in planning for, or reacting to, competitive and other changes in our business and the industry in which we operate.
|
Facility (1)
|
Ownership
|
Hawesville
|
100%
|
Sebree
|
100%
|
Mt. Holly
|
100%
|
Facility (1)
|
Term
|
Grundartangi
|
Long-term operating lease through 2020, renewable at expiration at our option for successive ten year periods
|
Helguvik
|
Long-term operating lease expected to begin on the date of commercial operations for 50 years with an automatic extension provision for a successive 15 years
|
Vlissingen
|
Long-term operating lease through 2017, automatically renewable for five year terms through 2042
|
Chicago Corporate Office
|
Long-term operating lease that expires in September 2024
|
(1)
|
See
Item 1 Business
— "Primary Aluminum Facilities" and "Carbon Products Facilities" for additional information about our properties.
|
|
2016
|
2015
|
||||||||||
|
High sales price
|
|
Low sales price
|
|
High sales price
|
|
Low sales price
|
|
||||
First quarter
|
$
|
8.94
|
|
$
|
2.63
|
|
$
|
26.97
|
|
$
|
12.87
|
|
Second quarter
|
9.40
|
|
5.64
|
|
14.98
|
|
10.13
|
|
||||
Third quarter
|
8.45
|
|
5.53
|
|
10.59
|
|
4.07
|
|
||||
Fourth quarter
|
10.69
|
|
6.51
|
|
7.21
|
|
3.19
|
|
As of December 31,
|
2011
|
|
2012
|
|
2013
|
|
2014
|
|
2015
|
|
2016
|
||||||||||||
Century Aluminum Company
|
$
|
100
|
|
|
$
|
103
|
|
|
$
|
123
|
|
|
$
|
287
|
|
|
$
|
52
|
|
|
$
|
101
|
|
Morningstar Aluminum Index
|
100
|
|
|
103
|
|
|
108
|
|
|
149
|
|
|
93
|
|
|
96
|
|
||||||
S&P 500 Index
|
100
|
|
|
116
|
|
|
154
|
|
|
175
|
|
|
177
|
|
|
198
|
|
Period
|
Total Number of Shares Purchased
|
Average Price Paid per Share
|
Total Number of Shares Purchased as Part of Publicly Announced Programs (1)
|
Approximate Dollar Value of Shares that May Yet Be Purchased Under the Program
|
||||||
October 1 through October 31
|
—
|
|
$
|
—
|
|
—
|
|
$
|
43,724,116
|
|
November 1 through November 30
|
—
|
|
—
|
|
—
|
|
43,724,116
|
|
||
December 1 through December 31
|
—
|
|
—
|
|
—
|
|
43,724,116
|
|
||
Total for quarter ended December 31, 2016
|
—
|
|
$
|
—
|
|
—
|
|
$
|
43,724,116
|
|
(1)
|
In 2011, our Board of Directors authorized a
$60 million
stock repurchase program and during the first quarter of 2015, our Board of Directors increased the size of the program by
$70 million
. Under the program, Century is authorized to repurchase up to
$130 million
of our outstanding shares of common stock, from time to time, on the open market at prevailing market prices, in block trades or otherwise. The timing and amount of any shares repurchased will be determined by our management based on its evaluation of market conditions, the trading price of our common stock and other factors. The stock repurchase program may be suspended or discontinued at any time.
|
•
|
the acquisition of our Sebree smelter in the second quarter of 2013;
|
•
|
the acquisition of the remaining interest in our Mt. Holly smelter in the fourth quarter of 2014; and
|
•
|
the partial curtailment of Hawesville and Mt. Holly in the fourth quarter of 2015.
|
|
Year Ended December 31,
|
||||||||||||||
|
2016 (1)
|
2015 (2)
|
2014 (3)
|
2013 (4)
|
2012 (5)
|
||||||||||
|
(dollars in thousands, except per share amounts)
|
||||||||||||||
Net sales
|
$
|
1,319,094
|
|
$
|
1,949,857
|
|
$
|
1,931,042
|
|
$
|
1,454,313
|
|
$
|
1,272,111
|
|
Gross profit (loss)
|
(11,042
|
)
|
41,313
|
|
201,799
|
|
39,523
|
|
46,342
|
|
|||||
Operating income (loss)
|
(234,213
|
)
|
(39,088
|
)
|
140,123
|
|
(36,556
|
)
|
(7,274
|
)
|
|||||
Net income (loss)
|
(252,415
|
)
|
(59,310
|
)
|
126,474
|
|
(40,313
|
)
|
(35,610
|
)
|
|||||
Earnings (loss) per share:
|
|
|
|
|
|
|
|
|
|
||||||
Basic
|
$
|
(2.90
|
)
|
$
|
(0.68
|
)
|
$
|
1.31
|
|
$
|
(0.45
|
)
|
$
|
(0.40
|
)
|
Diluted
|
(2.90
|
)
|
(0.68
|
)
|
1.30
|
|
(0.45
|
)
|
(0.40
|
)
|
|||||
|
|
|
|
|
|
||||||||||
Dividends per common share
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
Total assets
|
1,540,327
|
|
1,752,468
|
|
2,025,058
|
|
1,810,196
|
|
1,776,326
|
|
|||||
Total debt (6)
|
255,514
|
|
255,093
|
|
254,703
|
|
262,946
|
|
273,766
|
|
|||||
Long-term debt obligations (7)
|
247,699
|
|
247,278
|
|
246,888
|
|
246,528
|
|
265,951
|
|
|
Year Ended December 31,
|
||||||||||||||
|
2016 (1)
|
2015 (2)
|
2014 (3)
|
2013 (4)
|
2012 (5)
|
||||||||||
|
|
||||||||||||||
Other information:
|
|
|
|
|
|
|
|
|
|
||||||
Shipments – Primary aluminum:
|
|
|
|
|
|
|
|
|
|
||||||
Direct shipments (tonnes)
|
687,700
|
|
823,751
|
|
728,377
|
|
485,690
|
|
377,314
|
|
|||||
Toll shipments (tonnes)
|
46,125
|
|
98,207
|
|
138,748
|
|
278,908
|
|
269,215
|
|
|||||
|
|
|
|
|
|
||||||||||
Average realized price per tonne:
|
|
|
|
|
|
|
|
|
|
|
|||||
Direct shipments
|
$
|
1,825
|
|
$
|
2,169
|
|
$
|
2,333
|
|
$
|
2,154
|
|
$
|
2,265
|
|
Toll shipments
|
$
|
1,172
|
|
$
|
1,374
|
|
$
|
1,554
|
|
$
|
1,448
|
|
$
|
1,544
|
|
Average LME price:
|
|
|
|
|
|
|
|
|
|
|
|||||
Per tonne
|
$
|
1,604
|
|
$
|
1,663
|
|
$
|
1,867
|
|
$
|
1,846
|
|
$
|
2,020
|
|
Average Midwest premium:
|
|
|
|
|
|
|
|
|
|
|
|||||
Per tonne
|
$
|
169
|
|
$
|
279
|
|
$
|
450
|
|
$
|
244
|
|
$
|
218
|
|
Average European Duty Paid premium:
|
|
|
|
|
|
|
|
|
|
|
|||||
Per tonne
|
$
|
132
|
|
$
|
236
|
|
$
|
424
|
|
$
|
272
|
|
$
|
241
|
|
(1)
|
2016 Net loss was negatively impacted by charges of $152.2 million for impairment related to the Helguvik project in Iceland and $26.8 million at Ravenswood for impairment and a retiree medical lawsuit settlement in conjunction with the permanent closure of this facility. In addition, we incurred an unfavorable $6.9 million charge related to discrete tax items which were partially offset by a favorable $2.2 million lower of cost or market inventory adjustment.
|
(2)
|
2015 Net loss includes the favorable impact of $12.6 million related to purchase accounting for the Mt. Holly acquisition and $3.4 million related to non-cash, non-recurring post-retirement benefits. Results were negatively impacted by a $31.2 million charge related to the permanent closure of Ravenswood, $13.1 million in costs related to the labor disruption at Hawesville, $7.6 million due to partial curtailments of operations at Hawesville and Mt. Holly, $11.6 million related to the impairment at BHH, $1.6 million for signing bonuses related to a new labor agreement in Iceland, $1.0 million related to the separation of a former senior executive and a $7.5 million lower of cost or market inventory adjustment.
|
(3)
|
2014 Net income includes a $7.9 million benefit for the gain on remeasurement of contingent consideration, a $5.5 million benefit for deferred power contract liability amortization, an unrealized gain of $1.4 million, primarily related to an LME-based contingent obligation and a $16.0 million benefit for the gain on remeasurement of our equity investment in Mt. Holly. Results were negatively impacted by
$5.0 million
in non-cash, non-recurring pension charges and by
$2.6 million
related to the separation of former senior executives.
|
(4)
|
2013 Net loss includes a $31.0 million benefit for deferred power contract liability amortization and an unrealized gain of $16.8 million, related to a LME-based contingent obligation. In addition, we recorded a gain on bargain purchase of $5.3 million related to the Sebree acquisition. We also incurred office relocation costs of $5.8 million, a loss on early extinguishment of debt of $3.3 million and an $8.4 million charge relating to the separation of our former chief executive officer.
|
(5)
|
2012 Net loss includes the favorable impact of the consumption of inventory with a $19.8 million lower market value than cost basis during the period, an unrealized net loss on forward contracts of $3.0 million primarily related to the mark to market of aluminum price protection options, and a net benefit of $4.1 million related to certain litigation items.
|
(6)
|
Total debt includes all long-term debt obligations and any debt classified as short-term obligations, net of any debt discounts, including current portion of long-term debt, borrowings under our revolving credit facilities and the IRBs.
|
(7)
|
Long-term debt obligations are all payment obligations under long-term borrowing arrangements, excluding the current portion of the long-term debt.
|
•
|
the price of primary aluminum, which is based on the London Metal Exchange (the "LME") and other exchanges, plus any regional delivery premiums and value-added product premiums;
|
•
|
the cost of goods sold, the principal components of which are electrical power, alumina, carbon products and labor, which in aggregate exceed 75% of our cost of goods sold; and
|
•
|
our production volume.
|
SHIPMENTS - PRIMARY ALUMINUM
|
|
|
|
|
||||||||||||||||
|
Direct (1)
|
|
Toll
|
|||||||||||||||||
|
United States
|
|
Iceland
|
|
Iceland
|
|||||||||||||||
|
Tonnes
|
|
Revenue $
|
|
Tonnes
|
|
Revenue $
|
|
Tonnes
|
|
Revenue $
|
|||||||||
|
(dollars in millions)
|
|||||||||||||||||||
2016
|
422,139
|
|
|
$
|
799.2
|
|
|
265,561
|
|
|
$
|
456.1
|
|
|
46,125
|
|
|
$
|
54.1
|
|
2015
|
607,715
|
|
|
1,345.9
|
|
|
216,036
|
|
|
441.2
|
|
|
98,207
|
|
|
135.0
|
|
|||
2014
|
570,600
|
|
|
1,353.4
|
|
|
157,777
|
|
|
344.7
|
|
|
138,748
|
|
|
215.7
|
|
|
2016
|
2015
|
2014
|
||||||
|
(dollars in thousands)
|
||||||||
Net cash provided by operating activities
|
$
|
38,173
|
|
$
|
31,866
|
|
$
|
207,680
|
|
Net cash used in investing activities
|
(21,163
|
)
|
(43,363
|
)
|
(120,326
|
)
|
|||
Net cash used in financing activities
|
—
|
|
(36,352
|
)
|
(8,200
|
)
|
|||
Change in cash and cash equivalents
|
$
|
17,010
|
|
$
|
(47,849
|
)
|
$
|
79,154
|
|
Weighted Average Discount Rate Assumption for:
|
2016
|
2015
|
|
|
|
Pension plans
|
4.19%
|
4.44%
|
OPEB plans
|
4.20%
|
4.50%
|
Effect of changes in the discount rates on the Projected Benefit Obligations for:
|
50 basis point increase
|
50 basis point decrease
|
||||
|
(dollars in millions)
|
|||||
Pension plans
|
$
|
(18.2
|
)
|
$
|
20.2
|
|
OPEB plans
|
(7.4
|
)
|
8.0
|
|
|
1% Increase
|
1% Decrease
|
||||
|
(dollars in millions)
|
|||||
Effect on total of service and interest cost components
|
$
|
0.9
|
|
$
|
(0.8
|
)
|
Effect on accumulated postretirement benefit obligation
|
17.0
|
|
(14.3
|
)
|
|
Payments Due by Period
|
||||||||||||||||||||
|
Total
|
2017
|
2018
|
2019
|
2020
|
2021
|
Thereafter
|
||||||||||||||
|
(dollars in millions)
|
||||||||||||||||||||
Long-term debt (1)
|
$
|
258
|
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
$
|
250
|
|
$
|
8
|
|
Estimated interest payments (2)
|
84
|
|
19
|
|
19
|
|
19
|
|
19
|
|
8
|
|
—
|
|
|||||||
Purchase obligations (3)
|
1,881
|
|
562
|
|
292
|
|
288
|
|
99
|
|
101
|
|
539
|
|
|||||||
OPEB obligations (4)
|
242
|
|
7
|
|
8
|
|
8
|
|
8
|
|
8
|
|
203
|
|
|||||||
Other liabilities (5)
|
86
|
|
6
|
|
13
|
|
8
|
|
12
|
|
9
|
|
38
|
|
|||||||
Total
|
$
|
2,551
|
|
$
|
594
|
|
$
|
332
|
|
$
|
323
|
|
$
|
138
|
|
$
|
376
|
|
$
|
788
|
|
(1)
|
Long-term debt includes principal repayments on the 7.5% Notes due 2021 and the IRB. Payments are based on the assumption that all outstanding debt instruments will remain outstanding until their respective due dates. Based on the LME forward market prices for primary aluminum at
December 31, 2016
and management's estimate of the LME forward market for periods beyond the quoted periods, we have assessed that we will not have any payment obligations for the E.ON contingent obligation through the term of the agreement, which expires in 2028. See "Liquidity and Capital Resources - Contingent Commitments".
|
(2)
|
Estimated interest payments on our long-term debt assume that all outstanding debt instruments will remain outstanding until their respective due dates. Our estimated future interest payments for any debt with a variable rate are based on the assumption that the
December 31, 2016
rate for that debt continues until the respective due date. We assume that no interest payments on the E.ON contingent obligation will be paid through the term of agreement, see above.
|
(3)
|
Purchase obligations include long-term alumina, power contracts and anode contracts, excluding market-based power and raw material requirements contracts. For contracts with LME-based pricing provisions, including our long-term alumina contracts and Icelandic power contracts, we assumed a LME price using the LME forward curve as of
December 31, 2016
.
|
(4)
|
Includes the undiscounted estimated benefit payments for our OPEB obligations, which are unfunded.
|
(5)
|
Other liabilities include estimated SERB benefit payments, workers' compensation benefit payments and asset retirement obligations. Asset retirement obligations are primarily estimated disposal costs for spent potliner used in the reduction cells of our domestic smelters.
|
|
Page
|
|
|
Reports of Independent Registered Public Accounting Firm
|
|
Consolidated Statements of Operations for the Years Ended December 31, 2016, 2015 and 2014
|
|
Consolidated Statements of Comprehensive Income (Loss) for the Years Ended December 31, 2016, 2015 and 2014
|
|
Consolidated Balance Sheets at December 31, 2016 and 2015
|
|
Consolidated Statements of Shareholders’ Equity for the Years Ended December 31, 2016, 2015 and 2014
|
|
Consolidated Statements of Cash Flows for the Years Ended December 31, 2016, 2015 and 2014
|
|
Notes to the Consolidated Financial Statements
|
CENTURY ALUMINUM COMPANY
|
|||||||||
CONSOLIDATED STATEMENTS OF OPERATIONS
|
|||||||||
(in thousands, except per share amounts)
|
|||||||||
|
Year Ended December 31,
|
||||||||
|
2016
|
2015
|
2014
|
||||||
NET SALES:
|
|
|
|
|
|||||
Related parties
|
$
|
1,178,631
|
|
$
|
1,867,711
|
|
$
|
1,262,101
|
|
Third-party customers
|
140,463
|
|
82,146
|
|
668,941
|
|
|||
Total net sales
|
1,319,094
|
|
1,949,857
|
|
1,931,042
|
|
|||
Cost of goods sold
|
1,330,136
|
|
1,908,544
|
|
1,729,243
|
|
|||
Gross profit (loss)
|
(11,042
|
)
|
41,313
|
|
201,799
|
|
|||
Selling, general and administrative expenses
|
40,264
|
|
42,115
|
|
49,195
|
|
|||
Helguvik impairment
|
152,220
|
|
—
|
|
—
|
|
|||
Ravenswood charges
|
26,830
|
|
30,850
|
|
—
|
|
|||
Other operating expense - net
|
3,857
|
|
7,436
|
|
12,481
|
|
|||
Operating income (loss)
|
(234,213
|
)
|
(39,088
|
)
|
140,123
|
|
|||
Interest expense
|
(22,216
|
)
|
(21,954
|
)
|
(22,015
|
)
|
|||
Interest income
|
758
|
|
339
|
|
301
|
|
|||
Net gain on forward and derivative contracts
|
3,487
|
|
1,600
|
|
179
|
|
|||
Unrealized gain on fair value of contingent consideration
|
—
|
|
18,337
|
|
7,943
|
|
|||
Gain on remeasurement of equity investment
|
—
|
|
—
|
|
15,955
|
|
|||
Other income (expense) - net
|
1,319
|
|
(356
|
)
|
991
|
|
|||
Income (loss) before income taxes and equity in earnings of joint ventures
|
(250,865
|
)
|
(41,122
|
)
|
143,477
|
|
|||
Income tax expense
|
(2,824
|
)
|
(9,276
|
)
|
(18,308
|
)
|
|||
Income (loss) before equity in earnings of joint ventures
|
(253,689
|
)
|
(50,398
|
)
|
125,169
|
|
|||
BHH impairment
|
—
|
|
(11,584
|
)
|
—
|
|
|||
Equity in earnings of joint ventures
|
1,274
|
|
2,672
|
|
1,305
|
|
|||
Net income (loss)
|
$
|
(252,415
|
)
|
$
|
(59,310
|
)
|
$
|
126,474
|
|
INCOME (LOSS) PER COMMON SHARE:
|
|
|
|
|
|
|
|||
Basic
|
$
|
(2.90
|
)
|
$
|
(0.68
|
)
|
$
|
1.31
|
|
Diluted
|
$
|
(2.90
|
)
|
$
|
(0.68
|
)
|
$
|
1.30
|
|
CENTURY ALUMINUM COMPANY
|
|||||||||
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)
|
|||||||||
(in thousands)
|
|||||||||
|
Year Ended December 31,
|
||||||||
|
2016
|
2015
|
2014
|
||||||
Comprehensive income (loss):
|
|
|
|
||||||
Net income (loss)
|
$
|
(252,415
|
)
|
$
|
(59,310
|
)
|
$
|
126,474
|
|
Other comprehensive income (loss) before income tax effect:
|
|
|
|
||||||
Foreign currency cash flow hedges reclassified to net income (loss)
|
4,295
|
|
(186
|
)
|
(186
|
)
|
|||
Defined benefit plans and other postretirement benefits:
|
|
|
|
||||||
Net gain (loss) arising during the period
|
(9,522
|
)
|
5,553
|
|
(41,995
|
)
|
|||
Prior service benefit arising during the period
|
—
|
|
1,758
|
|
(1,299
|
)
|
|||
Amortization of prior service benefit during the period
|
(2,675
|
)
|
(8,351
|
)
|
(3,504
|
)
|
|||
Amortization of net loss during the period
|
8,190
|
|
7,794
|
|
10,312
|
|
|||
Other comprehensive income (loss) before income tax effect
|
288
|
|
6,568
|
|
(36,672
|
)
|
|||
Income tax effect
|
(1,531
|
)
|
(1,536
|
)
|
(1,829
|
)
|
|||
Other comprehensive income (loss)
|
(1,243
|
)
|
5,032
|
|
(38,501
|
)
|
|||
Total comprehensive income (loss)
|
$
|
(253,658
|
)
|
$
|
(54,278
|
)
|
$
|
87,973
|
|
CENTURY ALUMINUM COMPANY
|
||||||
CONSOLIDATED BALANCE SHEETS
|
||||||
(in thousands, except share amounts)
|
||||||
|
December 31,
|
|||||
|
2016
|
2015
|
||||
ASSETS
|
|
|
||||
Cash and cash equivalents
|
$
|
132,403
|
|
$
|
115,393
|
|
Restricted cash
|
1,050
|
|
791
|
|
||
Accounts receivable - net
|
12,432
|
|
9,475
|
|
||
Due from affiliates
|
16,651
|
|
17,417
|
|
||
Inventories
|
233,563
|
|
231,872
|
|
||
Prepaid and other current assets
|
22,210
|
|
42,412
|
|
||
Assets held for sale
|
22,313
|
|
30,697
|
|
||
Total current assets
|
440,622
|
|
448,057
|
|
||
Property, plant and equipment - net
|
1,026,285
|
|
1,232,256
|
|
||
Other assets
|
73,420
|
|
72,155
|
|
||
TOTAL
|
$
|
1,540,327
|
|
$
|
1,752,468
|
|
LIABILITIES AND SHAREHOLDERS’ EQUITY
|
|
|
||||
LIABILITIES:
|
|
|
|
|||
Accounts payable, trade
|
$
|
94,960
|
|
$
|
90,489
|
|
Due to affiliates
|
15,368
|
|
10,045
|
|
||
Accrued and other current liabilities
|
50,100
|
|
48,822
|
|
||
Accrued employee benefits costs
|
10,917
|
|
10,148
|
|
||
Industrial revenue bonds
|
7,815
|
|
7,815
|
|
||
Total current liabilities
|
179,160
|
|
167,319
|
|
||
Senior notes payable
|
247,699
|
|
247,278
|
|
||
Accrued pension benefits costs - less current portion
|
49,493
|
|
43,999
|
|
||
Accrued postretirement benefits costs - less current portion
|
126,355
|
|
125,999
|
|
||
Other liabilities
|
72,026
|
|
53,009
|
|
||
Deferred taxes
|
108,939
|
|
106,053
|
|
||
Total noncurrent liabilities
|
604,512
|
|
576,338
|
|
||
COMMITMENTS AND CONTINGENCIES (NOTE 15)
|
|
|
|
|
||
SHAREHOLDERS’ EQUITY:
|
|
|
|
|||
Preferred stock (Note 7)
|
1
|
|
1
|
|
||
Common stock (Note 7)
|
944
|
|
942
|
|
||
Additional paid-in capital
|
2,515,131
|
|
2,513,631
|
|
||
Treasury stock, at cost
|
(86,276
|
)
|
(86,276
|
)
|
||
Accumulated other comprehensive loss
|
(113,893
|
)
|
(112,650
|
)
|
||
Accumulated deficit
|
(1,559,252
|
)
|
(1,306,837
|
)
|
||
Total shareholders’ equity
|
756,655
|
|
1,008,811
|
|
||
TOTAL
|
$
|
1,540,327
|
|
$
|
1,752,468
|
|
CENTURY ALUMINUM COMPANY
|
|||||||||||||||||||||
CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY
|
|||||||||||||||||||||
(in thousands)
|
|||||||||||||||||||||
|
Preferred stock
|
Common stock
|
Additional paid-in capital
|
Treasury stock, at cost
|
Accumulated other comprehensive loss
|
Accumulated
deficit
|
Total shareholders’ equity
|
||||||||||||||
Balance, December 31, 2013
|
$
|
1
|
|
$
|
935
|
|
$
|
2,508,574
|
|
$
|
(49,924
|
)
|
$
|
(91,832
|
)
|
$
|
(1,374,001
|
)
|
$
|
993,753
|
|
Net income – 2014
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
126,474
|
|
126,474
|
|
|||||||
Other comprehensive loss
|
—
|
|
—
|
|
—
|
|
—
|
|
(38,501
|
)
|
—
|
|
(38,501
|
)
|
|||||||
Elimination of equity in investee resulting from acquisition
|
—
|
|
—
|
|
—
|
|
—
|
|
12,651
|
|
—
|
|
12,651
|
|
|||||||
Share-based compensation expense
|
—
|
|
2
|
|
1,689
|
|
—
|
|
—
|
|
—
|
|
1,691
|
|
|||||||
Conversion of preferred stock to common stock
|
—
|
|
2
|
|
(2
|
)
|
—
|
|
—
|
|
—
|
|
—
|
|
|||||||
Balance, December 31, 2014
|
$
|
1
|
|
$
|
939
|
|
$
|
2,510,261
|
|
$
|
(49,924
|
)
|
$
|
(117,682
|
)
|
$
|
(1,247,527
|
)
|
$
|
1,096,068
|
|
Net loss – 2015
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
(59,310
|
)
|
(59,310
|
)
|
|||||||
Other comprehensive income
|
—
|
|
—
|
|
—
|
|
—
|
|
5,032
|
|
—
|
|
5,032
|
|
|||||||
Repurchase of common stock
|
—
|
|
—
|
|
—
|
|
(36,352
|
)
|
—
|
|
—
|
|
(36,352
|
)
|
|||||||
Share-based compensation expense
|
—
|
|
1
|
|
3,372
|
|
—
|
|
—
|
|
—
|
|
3,373
|
|
|||||||
Conversion of preferred stock to common stock
|
—
|
|
2
|
|
(2
|
)
|
—
|
|
—
|
|
—
|
|
—
|
|
|||||||
Balance, December 31, 2015
|
$
|
1
|
|
$
|
942
|
|
$
|
2,513,631
|
|
$
|
(86,276
|
)
|
$
|
(112,650
|
)
|
$
|
(1,306,837
|
)
|
$
|
1,008,811
|
|
Net loss – 2016
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
(252,415
|
)
|
(252,415
|
)
|
|||||||
Other comprehensive loss
|
—
|
|
—
|
|
—
|
|
—
|
|
(1,243
|
)
|
—
|
|
(1,243
|
)
|
|||||||
Share-based compensation expense
|
—
|
|
—
|
|
1,502
|
|
—
|
|
—
|
|
—
|
|
1,502
|
|
|||||||
Conversion of preferred stock to common stock
|
—
|
|
2
|
|
(2
|
)
|
—
|
|
—
|
|
—
|
|
—
|
|
|||||||
Balance, December 31, 2016
|
$
|
1
|
|
$
|
944
|
|
$
|
2,515,131
|
|
$
|
(86,276
|
)
|
$
|
(113,893
|
)
|
$
|
(1,559,252
|
)
|
$
|
756,655
|
|
CENTURY ALUMINUM COMPANY
|
|||||||||
CONSOLIDATED STATEMENTS OF CASH FLOWS
|
|||||||||
(in thousands)
|
|||||||||
|
Year Ended December 31,
|
||||||||
|
2016
|
2015
|
2014
|
||||||
CASH FLOWS FROM OPERATING ACTIVITIES:
|
|
|
|
|
|
||||
Net income (loss)
|
$
|
(252,415
|
)
|
$
|
(59,310
|
)
|
$
|
126,474
|
|
Adjustments to reconcile net loss to net cash provided by operating activities:
|
|
|
|
||||||
Unrealized gain on fair value of contingent consideration
|
—
|
|
(18,337
|
)
|
(7,943
|
)
|
|||
Gain on remeasurement of equity investment
|
—
|
|
—
|
|
(15,955
|
)
|
|||
Unrealized gain on E.ON contingent obligation
|
(1,411
|
)
|
(1,411
|
)
|
(1,412
|
)
|
|||
Lower of cost or market inventory adjustment
|
(660
|
)
|
7,539
|
|
(1,247
|
)
|
|||
Depreciation and amortization
|
84,780
|
|
80,117
|
|
70,827
|
|
|||
Helguvik impairment
|
152,220
|
|
—
|
|
—
|
|
|||
Ravenswood impairment
|
3,830
|
|
30,850
|
|
—
|
|
|||
BHH impairment
|
—
|
|
11,584
|
|
—
|
|
|||
Sebree power contract amortization
|
—
|
|
—
|
|
(5,534
|
)
|
|||
Pension and other postretirement benefits
|
2,863
|
|
(4,991
|
)
|
6,939
|
|
|||
Deferred income taxes
|
(893
|
)
|
(178
|
)
|
2,633
|
|
|||
Stock-based compensation
|
1,502
|
|
1,844
|
|
1,334
|
|
|||
Equity in earnings of joint ventures, net of dividends
|
(367
|
)
|
(806
|
)
|
425
|
|
|||
Change in operating assets and liabilities:
|
|
|
|
|
|
||||
Accounts receivable - net
|
(2,957
|
)
|
68,192
|
|
(8,712
|
)
|
|||
Due from affiliates
|
766
|
|
14,086
|
|
12,084
|
|
|||
Inventories
|
919
|
|
44,896
|
|
(16,513
|
)
|
|||
Prepaid and other current assets
|
18,313
|
|
(144
|
)
|
3,392
|
|
|||
Accounts payable, trade
|
2,271
|
|
(60,583
|
)
|
11,797
|
|
|||
Due to affiliates
|
7,212
|
|
(12,216
|
)
|
3,058
|
|
|||
Accrued and other current liabilities
|
(3,900
|
)
|
(31,540
|
)
|
18,071
|
|
|||
Pension contribution - Mt. Holly
|
—
|
|
(34,595
|
)
|
—
|
|
|||
Ravenswood retiree legal settlement
|
23,000
|
|
—
|
|
—
|
|
|||
Other - net
|
3,100
|
|
(3,131
|
)
|
7,962
|
|
|||
Net cash provided by operating activities
|
38,173
|
|
31,866
|
|
207,680
|
|
|||
CASH FLOWS FROM INVESTING ACTIVITIES:
|
|
|
|
|
|
|
|||
Purchase of property, plant and equipment
|
(21,944
|
)
|
(54,700
|
)
|
(55,126
|
)
|
|||
Purchase of Sebree smelter
|
—
|
|
—
|
|
(1,042
|
)
|
|||
Purchase of remaining interest in Mt. Holly smelter
|
—
|
|
11,313
|
|
(65,100
|
)
|
|||
Proceeds from sale of property, plant and equipment
|
1,040
|
|
14
|
|
46
|
|
|||
Restricted and other cash deposits
|
(259
|
)
|
10
|
|
896
|
|
|||
Net cash used in investing activities
|
(21,163
|
)
|
(43,363
|
)
|
(120,326
|
)
|
|||
|
|
|
|
CENTURY ALUMINUM COMPANY
|
|||||||||
CONSOLIDATED STATEMENTS OF CASH FLOWS
|
|||||||||
(in thousands)
|
|||||||||
|
Year Ended December 31,
|
||||||||
|
2016
|
2015
|
2014
|
||||||
CASH FLOWS FROM FINANCING ACTIVITIES:
|
|
|
|
|
|
|
|||
Repayment of debt
|
—
|
|
—
|
|
(2,603
|
)
|
|||
Borrowings under revolving credit facilities
|
1,179
|
|
1,737
|
|
92,423
|
|
|||
Repayments under revolving credit facilities
|
(1,179
|
)
|
(1,737
|
)
|
(98,423
|
)
|
|||
Repurchase of common stock
|
—
|
|
(36,352
|
)
|
—
|
|
|||
Issuance of common stock
|
—
|
|
—
|
|
403
|
|
|||
Net cash used in financing activities
|
—
|
|
(36,352
|
)
|
(8,200
|
)
|
|||
CHANGE IN CASH AND CASH EQUIVALENTS
|
17,010
|
|
(47,849
|
)
|
79,154
|
|
|||
Cash and cash equivalents, beginning of year
|
115,393
|
|
163,242
|
|
84,088
|
|
|||
Cash and cash equivalents, end of year
|
$
|
132,403
|
|
$
|
115,393
|
|
$
|
163,242
|
|
|
Year Ended December 31,
|
||||||||
|
2016
|
2015
|
2014
|
||||||
Net sales to Glencore
|
$
|
1,178,631
|
|
$
|
1,867,711
|
|
$
|
1,262,101
|
|
Purchases from Glencore
|
231,850
|
|
393,158
|
|
285,167
|
|
|||
Purchases from BHH
|
10,127
|
|
46,592
|
|
47,804
|
|
Purchase price
|
$
|
67,500
|
|
Contingent consideration
|
13,780
|
|
|
Economic, working capital and other closing adjustments
|
(13,513
|
)
|
|
Total consideration
|
$
|
67,767
|
|
•
|
Level 1 – Valuations are based on quoted prices for identical assets or liabilities in an active market.
|
•
|
Level 2 – Valuations are based on quoted prices for similar assets or liabilities in active markets; quoted prices for identical or similar assets or liabilities in markets that are not active; and model-derived valuations for which all significant inputs are observable or can be corroborated by observable market data.
|
•
|
Level 3 – Assets or liabilities whose significant inputs are unobservable. Valuations are determined using pricing models and discounted cash flow models and include management judgment and estimation which may be significant.
|
(1)
|
Trust assets are currently invested in money market funds. These trust assets are held to fund the non-qualified supplemental executive pension benefit obligations for certain of our officers. The trust has sole authority to invest the funds in secure interest producing investments consisting of short-term securities issued or guaranteed by the United States government or cash and cash equivalents.
|
Recurring Fair Value Measurements
|
As of December 31, 2016
|
|||||||||||
|
Level 1
|
Level 2
|
Level 3
|
Total
|
||||||||
ASSETS:
|
|
|
|
|
||||||||
Cash equivalents
|
$
|
79,014
|
|
$
|
—
|
|
$
|
—
|
|
$
|
79,014
|
|
Trust assets
|
3,147
|
|
—
|
|
—
|
|
3,147
|
|
||||
Surety bonds
|
1,874
|
|
—
|
|
—
|
|
1,874
|
|
||||
Derivative instruments
|
—
|
|
—
|
|
925
|
|
925
|
|
||||
TOTAL
|
$
|
84,035
|
|
$
|
—
|
|
$
|
925
|
|
$
|
84,960
|
|
LIABILITIES:
|
|
|
|
|
|
|
|
|
||||
E.ON contingent obligation – net (1)
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
Derivative instruments
|
—
|
|
—
|
|
253
|
|
253
|
|
||||
TOTAL
|
$
|
—
|
|
$
|
—
|
|
$
|
253
|
|
$
|
253
|
|
Recurring Fair Value Measurements
|
As of December 31, 2015
|
|||||||||||
|
Level 1
|
Level 2
|
Level 3
|
Total
|
||||||||
ASSETS:
|
|
|
|
|
||||||||
Cash equivalents
|
$
|
102,675
|
|
$
|
—
|
|
$
|
—
|
|
$
|
102,675
|
|
Trust assets
|
5,226
|
|
—
|
|
—
|
|
5,226
|
|
||||
Surety bonds
|
1,870
|
|
—
|
|
—
|
|
1,870
|
|
||||
TOTAL
|
$
|
109,771
|
|
$
|
—
|
|
$
|
—
|
|
$
|
109,771
|
|
LIABILITIES:
|
|
|
|
|
|
|
|
|
||||
E.ON contingent obligation – net (1)
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
TOTAL
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
(1)
|
See
Note
6 Debt
for additional information about the E.ON contingent obligation.
|
|
December 31,
|
|||||
|
2016
|
2015
|
||||
Debt classified as current liabilities:
|
|
|
||||
Hancock County industrial revenue bonds ("IRBs") due 2028, interest payable quarterly (variable interest rates (not to exceed 12%)) (1)
|
$
|
7,815
|
|
$
|
7,815
|
|
Debt classified as non-current liabilities:
|
|
|
|
|||
7.5% senior secured notes due June 1, 2021, net of debt discount of $2,301 and $2,722, respectively, interest payable semiannually
|
247,699
|
|
247,278
|
|
||
Total
|
$
|
255,514
|
|
$
|
255,093
|
|
(1)
|
The IRBs are classified as current liabilities because they are remarketed weekly and could be required to be repaid upon demand if there is a failed remarketing. The IRB interest rate at December 31,
2016
was
.92%
.
|
|
December 31, 2016
|
||
Credit facility maximum amount
|
$
|
150,000
|
|
Borrowing availability
|
96,048
|
|
|
Outstanding letters of credit issued
|
45,944
|
|
|
Outstanding borrowings
|
—
|
|
|
Borrowing availability, net of outstanding letters of credit and borrowings
|
50,104
|
|
|
December 31, 2016
|
||
Credit Facility maximum amount
|
$
|
50,000
|
|
Borrowing availability
|
50,000
|
|
|
Outstanding letters of credit issued
|
—
|
|
|
Outstanding borrowings
|
—
|
|
|
Borrowing availability, net of outstanding letters of credit and borrowings
|
50,000
|
|
(i)
|
all of our and the Guarantor Subsidiaries' property, plant and equipment;
|
(ii)
|
all equity interests in domestic subsidiaries directly owned by us and the Guarantor Subsidiaries and
65%
of equity interests in foreign subsidiaries or foreign holding companies directly owned by us and the Guarantor Subsidiaries;
|
(iii)
|
intercompany notes owed by any non-guarantor to us or any Guarantor Subsidiary to us; and
|
(iv)
|
proceeds of the foregoing.
|
Offsetting of financial instruments and derivatives
|
|
|
|
||||
|
Balance sheet location
|
December 31, 2016
|
December 31, 2015
|
||||
E.ON contingent obligation – principal
|
Other liabilities
|
$
|
(12,902
|
)
|
$
|
(12,902
|
)
|
E.ON contingent obligation – accrued interest
|
Other liabilities
|
(8,113
|
)
|
(6,702
|
)
|
||
E.ON contingent obligation – derivative asset
|
Other liabilities
|
21,015
|
|
19,604
|
|
||
|
|
$
|
—
|
|
$
|
—
|
|
Common and Preferred Stock Activity:
|
Preferred stock
|
Common stock
|
||||
(in shares)
|
Series A Convertible
|
Treasury
|
Outstanding
|
|||
Balance as of December 31, 2013
|
79,620
|
|
4,786,521
|
|
88,710,277
|
|
Conversion of convertible preferred stock
|
(1,479
|
)
|
—
|
|
147,952
|
|
Issuance for share-based compensation plans
|
—
|
|
—
|
|
206,353
|
|
Balance as of December 31, 2014
|
78,141
|
|
4,786,521
|
|
89,064,582
|
|
Repurchase of common stock
|
—
|
|
2,400,000
|
|
(2,400,000
|
)
|
Conversion of convertible preferred stock
|
(1,602
|
)
|
—
|
|
160,162
|
|
Issuance for share-based compensation plans
|
—
|
|
—
|
|
213,306
|
|
Balance as of December 31, 2015
|
76,539
|
|
7,186,521
|
|
87,038,050
|
|
Conversion of convertible preferred stock
|
(914
|
)
|
—
|
|
91,362
|
|
Issuance for share-based compensation plans
|
—
|
|
—
|
|
121,485
|
|
Balance as of December 31, 2016
|
75,625
|
|
7,186,521
|
|
87,250,897
|
|
•
|
If we sell or issue shares of common stock or any other stock that votes generally with our common stock, or the occurrence of any other event, including a sale, transfer or other disposition of common stock by Glencore, as a result
|
•
|
If shares of Series A Convertible Preferred Stock are transferred to an entity that is not an affiliate of Glencore, such shares of Series A Convertible Preferred Stock will convert to shares of our common stock, provided that such transfers may only be made pursuant to an effective registration statement;
|
•
|
Upon a sale of Series A Convertible Preferred Stock by Glencore in a Rule 144 transaction in which the shares of Series A Convertible Preferred Stock and our common stock issuable upon the conversion thereof are not directed to any purchaser, such shares of Series A Convertible Preferred Stock sold will convert to shares of our common stock; and
|
•
|
Immediately prior to and conditioned upon the consummation of a merger, reorganization or consolidation to which we are a party or a sale, abandonment, transfer, lease, license, mortgage, exchange or other disposition of all or substantially all of our property or assets, in one or a series of transactions where, in any such case, all of our common stock would be converted into the right to receive, or exchanged for, cash and/or securities, other than any transaction in which the Series A Convertible Preferred Stock will be redeemed.
|
•
|
We propose a merger, reorganization or consolidation, sale, abandonment, transfer, lease, license, mortgage, exchange or other disposition of all or substantially all of our property or assets where any of our common stock would be converted into the right to receive, or exchanged for, assets other than cash and/or securities traded on a national stock exchange or that are otherwise readily marketable, or
|
•
|
We propose to dissolve and wind up operations and any assets, other than cash and/or securities traded on a national stock exchange or that are otherwise readily marketable, are to be distributed to the holders of our common stock.
|
|
2016
|
2015
|
||||
Raw materials
|
$
|
59,415
|
|
$
|
52,121
|
|
Work-in-process
|
35,539
|
|
34,025
|
|
||
Finished goods
|
26,613
|
|
15,988
|
|
||
Operating and other supplies
|
111,996
|
|
129,738
|
|
||
Inventories
|
$
|
233,563
|
|
$
|
231,872
|
|
|
2016
|
2015
|
||||
Land and improvements
|
$
|
42,654
|
|
$
|
42,654
|
|
Buildings and improvements
|
330,254
|
|
325,580
|
|
||
Machinery and equipment
|
1,374,551
|
|
1,349,731
|
|
||
Construction in progress
|
21,106
|
|
173,418
|
|
||
|
1,768,565
|
|
1,891,383
|
|
||
Less accumulated depreciation
|
(742,280
|
)
|
(659,127
|
)
|
||
Property, plant and equipment - net
|
$
|
1,026,285
|
|
$
|
1,232,256
|
|
Components of AOCL
|
2016
|
2015
|
||||
Defined benefit plan liabilities
|
$
|
(125,917
|
)
|
$
|
(121,910
|
)
|
Gain (loss) on financial instruments
|
2,860
|
|
(1,435
|
)
|
||
Other comprehensive loss before income tax effect
|
(123,057
|
)
|
(123,345
|
)
|
||
Income tax effect (1)
|
9,164
|
|
10,695
|
|
||
Accumulated other comprehensive loss
|
$
|
(113,893
|
)
|
$
|
(112,650
|
)
|
(1)
|
The allocation of the income tax effect to the components of other comprehensive income is as follows:
|
|
2016
|
2015
|
||||
Defined benefit plan liabilities
|
$
|
9,736
|
|
$
|
11,243
|
|
Gain (loss) on financial instruments
|
(572
|
)
|
(548
|
)
|
|
Defined benefit plan and other postretirement liabilities
|
Equity in investee other comprehensive income
|
Gain (loss) on financial instruments
|
Total, net of tax
|
||||||||
Balance, December 31, 2013
|
(77,921
|
)
|
(12,232
|
)
|
(1,679
|
)
|
(91,832
|
)
|
||||
Other comprehensive income (loss) before reclassifications
|
(42,926
|
)
|
(419
|
)
|
—
|
|
(43,345
|
)
|
||||
Net amount reclassified to net income
|
4,995
|
|
—
|
|
(151
|
)
|
4,844
|
|
||||
Elimination of equity in investee resulting from acquisition
|
—
|
|
12,651
|
|
—
|
|
12,651
|
|
||||
Balance, December 31, 2014
|
(115,852
|
)
|
—
|
|
(1,830
|
)
|
(117,682
|
)
|
||||
Other comprehensive income before reclassifications
|
7,311
|
|
—
|
|
—
|
|
7,311
|
|
||||
Net amount reclassified to net loss
|
(2,126
|
)
|
—
|
|
(153
|
)
|
(2,279
|
)
|
||||
Balance, December 31, 2015
|
$
|
(110,667
|
)
|
$
|
—
|
|
$
|
(1,983
|
)
|
$
|
(112,650
|
)
|
Other comprehensive income before reclassifications
|
$
|
(9,521
|
)
|
$
|
—
|
|
$
|
—
|
|
$
|
(9,521
|
)
|
Net amount reclassified to net loss
|
4,007
|
|
—
|
|
4,271
|
|
8,278
|
|
||||
Balance, December 31, 2016
|
$
|
(116,181
|
)
|
$
|
—
|
|
$
|
2,288
|
|
$
|
(113,893
|
)
|
|
|
Gains (Losses) Reclassified from AOCL to the Consolidated Statements of Operations
|
||||||||
AOCL Components
|
Location
|
2016
|
2015
|
2014
|
||||||
Defined benefit plan and other postretirement liabilities
|
Cost of goods sold
|
$
|
3,464
|
|
$
|
(1,696
|
)
|
$
|
6,237
|
|
|
Selling, general and administrative expenses
|
465
|
|
235
|
|
569
|
|
|||
|
Other operating expense, net
|
1,585
|
|
904
|
|
—
|
|
|||
|
Income tax expense
|
(1,507
|
)
|
(1,569
|
)
|
(1,811
|
)
|
|||
|
Net of tax
|
$
|
4,007
|
|
$
|
(2,126
|
)
|
$
|
4,995
|
|
|
|
|
|
|
||||||
Equity in investee other comprehensive income
|
Cost of goods sold
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
|
Income tax expense
|
—
|
|
—
|
|
(419
|
)
|
|||
|
Net of tax
|
$
|
—
|
|
$
|
—
|
|
$
|
(419
|
)
|
|
|
|
|
|
||||||
Gain (loss) on financial instruments
|
Cost of goods sold
|
$
|
(185
|
)
|
$
|
(186
|
)
|
$
|
(185
|
)
|
|
Helguvik impairment
|
4,480
|
|
—
|
|
—
|
|
|||
|
Income tax benefit
|
(24
|
)
|
33
|
|
34
|
|
|||
|
Net of tax
|
$
|
4,271
|
|
$
|
(153
|
)
|
$
|
(151
|
)
|
|
Pension
|
|
OPEB
|
||||||||||
|
2016
|
2015
|
|
2016
|
2015
|
||||||||
Change in benefit obligation:
|
|
|
|
|
|
||||||||
Benefit obligation at beginning of year
|
$
|
326,571
|
|
$
|
336,292
|
|
|
$
|
132,550
|
|
$
|
158,781
|
|
Service cost
|
4,651
|
|
6,346
|
|
|
1,003
|
|
1,970
|
|
||||
Interest cost
|
13,892
|
|
13,388
|
|
|
5,595
|
|
5,985
|
|
||||
Plan amendments
|
—
|
|
—
|
|
|
—
|
|
(1,758
|
)
|
||||
Actuarial loss (gain)
|
12,761
|
|
(11,429
|
)
|
|
1,919
|
|
(18,150
|
)
|
||||
Medicare Part D
|
—
|
|
—
|
|
|
38
|
|
—
|
|
||||
Benefits paid
|
(29,828
|
)
|
(19,247
|
)
|
|
(7,249
|
)
|
(5,878
|
)
|
||||
Curtailment
|
—
|
|
1,221
|
|
|
—
|
|
(8,400
|
)
|
||||
Benefit obligation at end of year
|
$
|
328,047
|
|
$
|
326,571
|
|
|
$
|
133,856
|
|
$
|
132,550
|
|
|
Pension
|
|
OPEB
|
||||||||||
|
2016
|
2015
|
|
2016
|
2015
|
||||||||
Change in plan assets:
|
|
|
|
|
|
||||||||
Fair value of plan assets at beginning of year
|
$
|
280,862
|
|
$
|
305,520
|
|
|
$
|
—
|
|
$
|
—
|
|
Actual return on plan assets
|
23,932
|
|
(11,321
|
)
|
|
—
|
|
—
|
|
||||
Employer contributions
|
1,775
|
|
5,910
|
|
|
7,211
|
|
5,878
|
|
||||
Medicare Part D subsidy received
|
—
|
|
—
|
|
|
38
|
|
—
|
|
||||
Benefits paid
|
(29,828
|
)
|
(19,247
|
)
|
|
(7,249
|
)
|
(5,878
|
)
|
||||
Fair value of assets at end of year
|
$
|
276,741
|
|
$
|
280,862
|
|
|
$
|
—
|
|
$
|
—
|
|
|
Pension
|
|
OPEB
|
||||||||||
|
2016
|
2015
|
|
2016
|
2015
|
||||||||
Funded status of plans:
|
|
|
|
|
|
||||||||
Funded status
|
$
|
(51,306
|
)
|
$
|
(45,709
|
)
|
|
$
|
(133,856
|
)
|
$
|
(132,550
|
)
|
Amounts recognized in the Consolidated Balance Sheets:
|
|
|
|
|
|
|
|
|
|
||||
Current liabilities
|
(1,813
|
)
|
(1,743
|
)
|
|
(7,501
|
)
|
(6,551
|
)
|
||||
Non-current liabilities
|
(49,493
|
)
|
(43,966
|
)
|
|
(126,355
|
)
|
(125,999
|
)
|
||||
Net amount recognized
|
$
|
(51,306
|
)
|
$
|
(45,709
|
)
|
|
$
|
(133,856
|
)
|
$
|
(132,550
|
)
|
|
|
|
|
|
|
||||||||
Amounts recognized in accumulated other comprehensive loss (pre-tax):
|
|
|
|
|
|
|
|
||||||
Net loss
|
$
|
83,451
|
|
$
|
80,514
|
|
|
$
|
47,957
|
|
$
|
49,562
|
|
Prior service cost (benefit)
|
1,104
|
|
1,211
|
|
|
(6,595
|
)
|
(9,377
|
)
|
||||
Total
|
$
|
84,555
|
|
$
|
81,725
|
|
|
$
|
41,362
|
|
$
|
40,185
|
|
|
Year Ended December 31,
|
||||||||||||||||||
|
Pension
|
|
OPEB
|
||||||||||||||||
|
2016
|
2015
|
2014
|
|
2016
|
2015
|
2014
|
||||||||||||
Service cost
|
$
|
4,651
|
|
$
|
6,346
|
|
$
|
5,605
|
|
|
$
|
1,003
|
|
$
|
1,970
|
|
$
|
1,591
|
|
Interest cost
|
13,892
|
|
13,388
|
|
11,629
|
|
|
5,595
|
|
5,985
|
|
6,420
|
|
||||||
Expected return on plan assets
|
(18,774
|
)
|
(21,241
|
)
|
(14,694
|
)
|
|
—
|
|
—
|
|
—
|
|
||||||
Amortization of prior service costs
|
106
|
|
110
|
|
77
|
|
|
(2,781
|
)
|
(3,728
|
)
|
(3,844
|
)
|
||||||
Amortization of net loss
|
4,666
|
|
3,980
|
|
1,907
|
|
|
3,537
|
|
3,814
|
|
3,704
|
|
||||||
Settlements
|
—
|
|
—
|
|
4,701
|
|
|
—
|
|
—
|
|
—
|
|
||||||
Curtailment cost (benefit)
|
—
|
|
1,235
|
|
263
|
|
|
—
|
|
(4,266
|
)
|
—
|
|
||||||
Net periodic benefit cost
|
$
|
4,541
|
|
$
|
3,818
|
|
$
|
9,488
|
|
|
$
|
7,354
|
|
$
|
3,775
|
|
$
|
7,871
|
|
|
Year Ended December 31,
|
||||||||||||
|
Pension
|
|
OPEB
|
||||||||||
|
2016
|
2015
|
|
2016
|
2015
|
||||||||
Net loss (gain)
|
$
|
7,603
|
|
$
|
21,133
|
|
|
$
|
1,919
|
|
$
|
(26,686
|
)
|
Prior service cost (benefit)
|
—
|
|
—
|
|
|
—
|
|
(1,758
|
)
|
||||
Amortization of net loss, including recognition due to settlement
|
(4,666
|
)
|
(3,980
|
)
|
|
(3,537
|
)
|
(3,814
|
)
|
||||
Amortization of prior service benefit (cost), including recognition due to curtailment
|
(106
|
)
|
(124
|
)
|
|
2,781
|
|
8,475
|
|
||||
Total amount recognized in other comprehensive loss
|
2,831
|
|
17,029
|
|
|
1,163
|
|
(23,783
|
)
|
||||
Net periodic benefit cost
|
4,541
|
|
3,818
|
|
|
7,354
|
|
3,775
|
|
||||
Total recognized in net periodic benefit cost and other comprehensive loss
|
$
|
7,372
|
|
$
|
20,847
|
|
|
$
|
8,517
|
|
$
|
(20,008
|
)
|
Amounts in accumulated other comprehensive loss expected to be recognized as components of net periodic benefit cost during 2017
|
|||||||
|
Pension
|
|
OPEB
|
||||
Amortization of net loss
|
$
|
4,926
|
|
|
$
|
3,645
|
|
Amortization of prior service cost (benefit)
|
106
|
|
|
(2,781
|
)
|
|
Pension
|
|
OPEB
|
||||
|
2016
|
2015
|
2014
|
|
2016
|
2015
|
2014
|
Measurement date
|
12/31/2015
|
12/31/2014
|
12/31/2013
|
|
12/31/2015
|
12/31/2014
|
12/31/2013
|
Fiscal year end
|
12/31/2016
|
12/31/2015
|
12/31/2014
|
|
12/31/2016
|
12/31/2015
|
12/31/2014
|
Discount rate (1)
|
4.44%
|
4.05%
|
4.89%
|
|
4.50%
|
4.00%
|
4.99%
|
Rate of compensation increase (2)
|
3%/4%
|
3%/4%
|
3%/4%
|
|
3%/4%
|
3%/4%
|
3%/4%
|
Expected return on plan assets (3)
|
7.10%
|
7.16%
|
7.25%
|
|
—
|
—
|
—
|
(1)
|
We use the Ryan Above Median Discount Rate Curve ("Ryan Curve") to determine the discount rate.
|
(2)
|
For 2016, the rate of compensation increase is
3%
per year for the first two years and
4%
per year for year three and thereafter. For 2015, the rate of compensation increase is
3%
per year for the first three years and
4%
per year for year four and thereafter. For 2014, the rate of compensation increase is
3%
per year for the first four years and
4%
per year for year five and thereafter.
|
(3)
|
The rate for each of our defined benefit plans was selected by taking into account our expected asset mix and is based on historical performance as well as expected future rates of return on plan assets.
|
|
1% Increase
|
|
1% Decrease
|
||||
Effect on total of service and interest cost
|
$
|
933
|
|
|
$
|
(769
|
)
|
Effect on accumulated postretirement benefit obligation
|
16,968
|
|
|
(14,290
|
)
|
•
|
Provide a total return that, over the long term, provides sufficient assets to fund the pension plan liabilities subject to a level of risk, contributions and pension expense deemed appropriate by the company.
|
•
|
Minimize, where possible, pension expense volatility, and inclusion of liability driven investing as an investment strategy when appropriate. As the funding ratio improves, the objectives will evolve to minimize the funded status volatility.
|
•
|
Diversify investments within asset classes to reduce the impact of losses in single investments.
|
|
Pension Plan Asset Allocation
|
||
|
2016 Target
|
December 31, 2016
|
December 31, 2015
|
Equities:
|
|
|
|
U.S. equities
|
33%
|
34%
|
30%
|
International equities
|
22%
|
22%
|
20%
|
Fixed income
|
45%
|
44%
|
50%
|
|
|
100%
|
100%
|
•
|
Provide higher expected returns of the major asset classes.
|
•
|
Maintain a diversified exposure within the U.S. and international stock markets through the use of multi-manager portfolio strategies.
|
•
|
Achieve returns in excess of passive indexes through the use of active investment managers and strategies.
|
•
|
Diversify the Pension Plans’ equity exposure by investing in fixed income securities that exhibit a low correlation to equities, thereby lowering the overall return volatility of the entire investment portfolio.
|
•
|
Maintain a diversified exposure within the U.S. fixed income market through the use of multi-manager portfolio strategies.
|
•
|
Achieve returns in excess of passive indexes through the use of active investment managers and strategies.
|
As of December 31, 2016
|
Level 1
|
Level 2
|
Level 3
|
Total
|
||||||||
Equities:
|
|
|
|
|
||||||||
U.S. equities
|
$
|
93,773
|
|
$
|
—
|
|
$
|
—
|
|
$
|
93,773
|
|
International equities
|
61,453
|
|
—
|
|
—
|
|
61,453
|
|
||||
Fixed income
|
121,515
|
|
—
|
|
—
|
|
121,515
|
|
||||
Total
|
$
|
276,741
|
|
$
|
—
|
|
$
|
—
|
|
$
|
276,741
|
|
As of December 31, 2015
|
|
|
|
|
|
|
|
|
||||
Equities:
|
|
|
|
|
|
|
|
|
||||
U.S. equities
|
$
|
86,723
|
|
$
|
—
|
|
$
|
—
|
|
$
|
86,723
|
|
International equities
|
54,769
|
|
—
|
|
—
|
|
54,769
|
|
||||
Fixed income
|
139,370
|
|
—
|
|
—
|
|
139,370
|
|
||||
Total
|
$
|
280,862
|
|
$
|
—
|
|
$
|
—
|
|
$
|
280,862
|
|
•
|
U.S. listed equities; equity and fixed income options: Last sale price; last bid price if no last sale price;
|
•
|
U.S. over-the-counter equities: Official closing price; last bid price if no closing price;
|
•
|
Foreign equities: Official closing price, where available, or last sale price; last bid price if no official closing price; and
|
•
|
Municipal bonds, US bonds, Eurobonds/foreign bonds: Evaluated bid price; broker quote if no evaluated bid price.
|
|
2017
|
||
Expected pension plan contributions
|
$
|
1,813
|
|
Expected OPEB benefits payments
|
7,501
|
|
|
Pension Benefits
|
|
OPEB Benefits
|
||||
2017
|
$
|
19,705
|
|
|
$
|
7,501
|
|
2018
|
19,562
|
|
|
7,519
|
|
||
2019
|
20,429
|
|
|
7,855
|
|
||
2020
|
20,929
|
|
|
8,055
|
|
||
2021
|
20,819
|
|
|
8,287
|
|
||
2022 – 2026
|
102,567
|
|
|
35,560
|
|
•
|
Assets contributed to the multi-employer plan by one employer may be used to provide benefits to employees of other participating employers.
|
•
|
If a participating employer stops contributing to the plan, the unfunded obligations of the plan may be borne by the remaining participating employers.
|
•
|
If a participating employer chooses to stop participating in a multi-employer plan, the employer may be required to pay the plan an amount based on the underfunded status of the plan, referred to as a withdrawal liability.
|
Fund
|
Steelworkers Pension Trust
|
EIN / PN
|
23-6648508/499
|
Pension Protection Act Zone Status 2016 (1)
|
Green
|
Pension Protection Act Zone Status 2015 (1)
|
Green
|
Subject to Financial Improvement/Rehabilitation Plan
|
No
|
Contributions of Century Aluminum 2016
|
$788
|
Contributions of Century Aluminum 2015
|
$1,618
|
Contributions of Century Aluminum 2014
|
$2,164
|
Withdrawal from Plan Probable
|
No
|
Surcharge Imposed
|
No
|
Expiration Date of Collective Bargaining Agreement
|
April 1, 2020
|
(1)
|
The most recent Pension Protection Act zone status available in
2016
and
2015
is for the plan's year-end December 31,
2015
and December 31,
2014
, respectively. The zone status is based on information that Century received from the plan as well as publicly available information per the Department of Labor and is certified by the plan’s actuary. Among other factors, plans in the green zone are at least 80 percent funded.
|
Options
|
Number
|
Weighted Average Exercise Price
|
Weighted Average Remaining Contractual Term (years)
|
Aggregate Intrinsic Value
|
|||||
Outstanding at January 1, 2016
|
443,737
|
|
$
|
27.06
|
|
|
|
||
Exercised
|
—
|
|
—
|
|
|
|
|||
Forfeited/expired
|
(84,167
|
)
|
36.06
|
|
|
|
|||
Outstanding, fully vested and exercisable at December 31, 2016 (1)
|
359,570
|
|
$
|
24.95
|
|
1.61
|
$
|
424
|
|
(1)
|
As the result of actions in 2011 that were determined to be a "change of control" under the Stock Incentive Plan, all options will remain exercisable for their respective remaining term, regardless of whether the awardees remain employees of Century. Of the
359,570
outstanding options at December 31, 2016 there are
210,905
options with an exercise price of
$6.55
per share that expire in May 2019.
|
Service-based share awards
|
|
|
Outstanding at January 1, 2016
|
541,304
|
|
Granted
|
528,189
|
|
Vested
|
(197,724
|
)
|
Forfeited
|
(130,733
|
)
|
Outstanding at December 31, 2016
|
741,036
|
|
|
Year ended December 31,
|
||||||||
|
2016
|
2015
|
2014
|
||||||
Weighted average per share fair value of service-based share grants
|
$
|
7.14
|
|
$
|
4.21
|
|
$
|
15.31
|
|
Total intrinsic value of option exercises
|
—
|
|
—
|
|
1,011
|
|
|
Year ended December 31,
|
||||||||
|
2016
|
2015
|
2014
|
||||||
Share-based compensation expense reported:
|
|
|
|
||||||
Performance-based share expense
|
$
|
1,441
|
|
$
|
1,587
|
|
$
|
1,090
|
|
Service-based share expense
|
1,263
|
|
257
|
|
244
|
|
|||
Total share-based compensation expense before income tax
|
2,704
|
|
1,844
|
|
1,334
|
|
|||
Income tax
|
—
|
|
—
|
|
—
|
|
|||
Total share-based compensation expense, net of income tax
|
$
|
2,704
|
|
$
|
1,844
|
|
$
|
1,334
|
|
|
For the year ended December 31, 2016
|
|||||||
|
Net loss
|
Shares (000)
|
Per-Share
|
|||||
Net loss
|
$
|
(252,415
|
)
|
|
|
|||
Amount allocated to common stockholders
|
100
|
%
|
|
|
|
|||
Basic and Diluted EPS:
|
|
|
|
|
|
|||
Net loss allocated to common stockholders
|
$
|
(252,415
|
)
|
87,064
|
|
$
|
(2.90
|
)
|
|
For the year ended December 31, 2015
|
|||||||
|
Net loss
|
Shares (000)
|
Per-Share
|
|||||
Net loss
|
$
|
(59,310
|
)
|
|
|
|
||
Amount allocated to common stockholders
|
100
|
%
|
|
|
|
|||
Basic and Diluted EPS:
|
|
|
|
|
|
|||
Net loss allocated to common stockholders
|
$
|
(59,310
|
)
|
87,375
|
|
$
|
(0.68
|
)
|
|
For the year ended December 31, 2014
|
|||||||
|
Net income
|
Shares (000)
|
Per-Share
|
|||||
Net income
|
$
|
126,474
|
|
|
|
|
||
Amount allocated to common stockholders
|
91.81
|
%
|
|
|
|
|||
Basic EPS:
|
|
|
|
|
|
|||
Net income allocated to common stockholders
|
$
|
116,116
|
|
88,823
|
|
$
|
1.31
|
|
Effect of dilutive securities:
|
|
|
|
|||||
Share-based compensation plans
|
|
605
|
|
|
||||
Diluted EPS:
|
$
|
116,116
|
|
89,428
|
|
$
|
1.30
|
|
Securities excluded from the calculation of diluted EPS:
|
|
|
|
|||
|
2016
|
2015
|
2014
|
|||
Stock options (1)
|
105,453
|
|
356,634
|
|
320,553
|
|
Service-based share awards (1)
|
840,402
|
|
608,914
|
|
—
|
|
(1)
|
In periods when we report a net loss, all share-based compensation awards are excluded from the calculation of diluted weighted average shares outstanding because of their antidilutive effect on earnings (loss) per share.
|
|
2016
|
2015
|
||||
Deferred tax assets:
|
|
|
||||
Accrued postretirement benefit cost
|
$
|
69,725
|
|
$
|
78,518
|
|
Accrued liabilities
|
4,679
|
|
1,080
|
|
||
Share-based compensation
|
6,071
|
|
6,421
|
|
||
Goodwill
|
5,539
|
|
7,949
|
|
||
Net operating losses and tax credits
|
739,712
|
|
700,819
|
|
||
Foreign basis differences
|
13,929
|
|
2,083
|
|
||
Ravenswood retiree legal settlement
|
8,683
|
|
—
|
|
||
Other
|
5,747
|
|
10,128
|
|
||
Total deferred tax assets
|
854,085
|
|
806,998
|
|
||
Valuation allowance
|
(839,082
|
)
|
(768,764
|
)
|
||
Net deferred tax assets
|
$
|
15,003
|
|
$
|
38,234
|
|
Deferred tax liabilities:
|
|
|
|
|
||
Tax over financial statement depreciation
|
$
|
(119,378
|
)
|
$
|
(125,386
|
)
|
Unremitted foreign earnings
|
(808
|
)
|
(18,901
|
)
|
||
Total deferred tax liabilities
|
(120,186
|
)
|
(144,287
|
)
|
||
Net deferred tax liability
|
$
|
(105,183
|
)
|
$
|
(106,053
|
)
|
|
2016
|
2015
|
2014
|
||||||
Beginning balance, valuation allowance
|
$
|
768,764
|
|
$
|
748,283
|
|
$
|
765,023
|
|
Release of valuation allowance
|
(6,007
|
)
|
—
|
|
—
|
|
|||
Other change in valuation allowance
|
76,325
|
|
20,481
|
|
(16,740
|
)
|
|||
Ending balance, valuation allowance
|
$
|
839,082
|
|
$
|
768,764
|
|
$
|
748,283
|
|
|
2016
|
2015
|
||||
Federal (1)
|
$
|
1,510,558
|
|
$
|
1,470,251
|
|
State (2)
|
1,901,554
|
|
2,094,687
|
|
||
Foreign (3)
|
540,819
|
|
466,743
|
|
(1)
|
The federal NOL begins to expire in
2028
.
|
(2)
|
The state NOLs begin to expire in
2027
.
|
(3)
|
The Icelandic NOL begins to expire in
2017
; Dutch NOL begins to expire in
2022
.
|
|
2016
|
2015
|
2014
|
||||||
Balance as of January 1,
|
$
|
3,800
|
|
$
|
2,000
|
|
$
|
1,200
|
|
Additions based on tax positions related to the current year
|
2,700
|
|
1,800
|
|
1,100
|
|
|||
Decreases due to lapse of applicable statute of limitations
|
(100
|
)
|
—
|
|
(300
|
)
|
|||
Settlements
|
—
|
|
—
|
|
—
|
|
|||
Balance as of December 31,
|
$
|
6,400
|
|
$
|
3,800
|
|
$
|
2,000
|
|
|
2016
|
2015
|
2014
|
||||||
Highly certain tax positions
|
$
|
6,300
|
|
$
|
3,700
|
|
$
|
1,900
|
|
Other unrecognized tax benefits
|
100
|
|
100
|
|
100
|
|
|||
Gross unrecognized tax benefits
|
$
|
6,400
|
|
$
|
3,800
|
|
$
|
2,000
|
|
Accrued interest and penalties related to unrecognized tax benefits
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
|
Year ended December 31,
|
|||||
|
2016
|
2015
|
||||
Beginning balance, ARO liability
|
$
|
35,165
|
|
$
|
36,950
|
|
Additional ARO liability incurred
|
1,272
|
|
3,797
|
|
||
ARO liabilities settled
|
(1,930
|
)
|
(5,514
|
)
|
||
Accretion expense
|
1,903
|
|
1,818
|
|
||
Adjustments
|
(992
|
)
|
(1,886
|
)
|
||
Ending balance, ARO liability
|
$
|
35,418
|
|
$
|
35,165
|
|
|
Year Ended December 31,
|
||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||
Cash paid for:
|
|
|
|
|
|
|
|||||
Interest
|
$
|
19,511
|
|
|
$
|
18,781
|
|
|
$
|
19,066
|
|
Income/withholding taxes (1)
|
13,904
|
|
|
24,125
|
|
|
12,189
|
|
|||
Non-cash investing activities:
|
|
|
|
|
|
|
|
||||
Accrued capital costs
|
$
|
3,018
|
|
|
$
|
777
|
|
|
$
|
744
|
|
(1)
|
We paid withholding taxes in Iceland on intercompany dividends of
zero
,
$8,388
and
$5,491
during the years ended December 31,
2016
,
2015
and 2014, respectively. Such withholding taxes are then refunded to us in the following year.
|
|
Net sales
|
|
Gross profit (loss)
|
|
Net income (loss)
|
|
Net income (loss) allocated to common stockholders
|
|
Basic
earnings (loss) per share
|
|
Diluted earnings (loss) per share
|
||||||||||||
2016
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
4th Quarter (1)
|
$
|
339,836
|
|
|
$
|
5,057
|
|
|
$
|
(168,464
|
)
|
|
$
|
(168,464
|
)
|
|
$
|
(1.93
|
)
|
|
$
|
(1.93
|
)
|
3rd Quarter (2)
|
333,650
|
|
|
(17,612
|
)
|
|
(58,273
|
)
|
|
(58,273
|
)
|
|
(0.67
|
)
|
|
(0.67
|
)
|
||||||
2nd Quarter (3)
|
326,754
|
|
|
5,582
|
|
|
(9,515
|
)
|
|
(9,515
|
)
|
|
(0.11
|
)
|
|
(0.11
|
)
|
||||||
1st Quarter (4)
|
318,854
|
|
|
(3,052
|
)
|
|
(16,163
|
)
|
|
(16,163
|
)
|
|
(0.19
|
)
|
|
(0.19
|
)
|
||||||
2015
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
4th Quarter (5)
|
$
|
383,915
|
|
|
$
|
(18,701
|
)
|
|
$
|
(43,080
|
)
|
|
$
|
(43,080
|
)
|
|
$
|
(0.50
|
)
|
|
$
|
(0.50
|
)
|
3rd Quarter (6)
|
454,540
|
|
|
(42,423
|
)
|
|
(56,112
|
)
|
|
(56,112
|
)
|
|
(0.65
|
)
|
|
(0.65
|
)
|
||||||
2nd Quarter (7)
|
523,491
|
|
|
8,342
|
|
|
(33,897
|
)
|
|
(33,897
|
)
|
|
(0.39
|
)
|
|
(0.39
|
)
|
||||||
1st Quarter (8)
|
587,911
|
|
|
94,095
|
|
|
73,779
|
|
|
67,813
|
|
|
0.76
|
|
|
0.76
|
|
(1)
|
The fourth quarter of 2016 was unfavorably impacted by a
$152,200
impairment charge for Helguvik and a
$6,900
charge related to discrete tax items.
|
(2)
|
The third quarter of 2016 was unfavorably impacted by a
$3,800
impairment charge related to Ravenswood assets and
$23,000
charge related to the Ravenswood retiree medical proposed settlement.
|
(3)
|
The second quarter of 2016 was unfavorably impacted by a
$4,900
LCM adjustment to cost of goods sold.
|
(4)
|
The first quarter of 2016 was favorably impacted by a
$5,800
LCM adjustment to cost of goods sold.
|
(5)
|
The fourth quarter of 2015 was favorably impacted by a
$23,474
lower of cost or market inventory adjustment,
$3,400
related to non-cash, non-recurring post-retirement benefits. Results were negatively impacted by a
$3,500
charge related to the partial curtailment of operations at Hawesville and Mt. Holly, a
$5,000
charge for depreciation related to Mt. Holly purchase accounting and an
$11,584
impairment charge at BHH.
|
(6)
|
The third quarter of 2015 was impacted by a
$5,324
unfavorable lower of cost or market adjustment to cost of goods sold,
$1,400
for labor disruption and
$2,900
for partial curtailment expenses at Hawesville.
|
(7)
|
The second quarter of 2015 was impacted by a
$25,689
unfavorable LCM adjustment to cost of goods sold and a
$30,850
impairment reserve related to the permanent closure of our Ravenswood facility and
$11,700
of labor disruption expenses associated with a new union contract at our Hawesville location in partially offset by a
$10,287
gain on fair value of contingent consideration on our Mt. Holly acquisition.
|
(8)
|
The first quarter of 2015 included a
$6,527
gain on fair value of contingent consideration partially offset by
$1,570
of signing bonuses related to a new labor contract at Grundartangi and a
$1,000
severance charge for a former executive.
|
Segment assets (1)
|
2016
|
|
2015
|
|
2014
|
||||||
Primary
|
$
|
1,492,964
|
|
|
$
|
1,706,032
|
|
|
$
|
1,987,727
|
|
Corporate, unallocated
|
47,363
|
|
|
46,436
|
|
|
37,331
|
|
|||
Total assets
|
$
|
1,540,327
|
|
|
$
|
1,752,468
|
|
|
$
|
2,025,058
|
|
(1)
|
Segment assets include accounts receivable, due from affiliates, prepaid and other current assets, inventory, intangible assets and property, plant and equipment — net; the remaining assets are unallocated corporate assets.
|
|
2016
|
|
2015
|
|
2014
|
||||||
Net sales:
|
|
|
|
|
|
||||||
United States
|
$
|
808,912
|
|
|
$
|
1,373,714
|
|
|
$
|
1,370,570
|
|
Iceland
|
510,182
|
|
|
576,143
|
|
|
560,472
|
|
|||
Long-lived assets: (1)
|
|
|
|
|
|
|
|
|
|||
United States
|
$
|
395,107
|
|
|
$
|
408,722
|
|
|
$
|
497,057
|
|
Iceland
|
625,897
|
|
|
801,268
|
|
|
831,507
|
|
|||
Other
|
78,701
|
|
|
94,421
|
|
|
95,752
|
|
(1)
|
Includes long-lived assets other than financial instruments and deferred taxes.
|
10.4
|
Third Amendment to Loan and Security Agreement, dated as of October 23, 2014, among Century Aluminum Company, Berkeley Aluminum, Inc., Century Aluminum of West Virginia, Inc., Century Aluminum of Kentucky General Partnership, NSA General Partnership and Century Aluminum Sebree LLC, as borrowers, and Wells Fargo Capital Finance, LLC, as agent and lender.
|
8-K
|
001-34474
|
October 24, 2014
|
|
10.5
|
Fourth Amendment to Loan and Security Agreement, dated as of December 1, 2014, among Century Aluminum Company, Berkeley Aluminum, Inc., Century Aluminum of West Virginia, Inc., Century Aluminum of Kentucky General Partnership, NSA General Partnership and Century Aluminum Sebree LLC, as borrowers, and Wells Fargo Capital Finance, LLC, as agent and lender.
|
10-K
|
001-34474
|
March 2, 2015
|
|
10.6
|
Fifth Amendment dated as of June 26, 2015, among Century Aluminum Company, Century Aluminum of South Carolina, Inc., Century Aluminum of West Virginia, Inc., Century Aluminum of Kentucky General Partnership, NSA General Partnership and Century Aluminum Sebree LLC, as borrowers, and Wells Fargo Capital Finance, LLC, as agent and lender.
|
8-K
|
001-34474
|
June 30, 2015
|
|
10.7
|
Sixth Amendment dated as of December 31, 2015, among Century Aluminum Company, Century Aluminum of South Carolina, Inc., Century Aluminum of West Virginia, Inc., Century Aluminum of Kentucky General Partnership, NSA General Partnership and Century Aluminum Sebree LLC, as borrowers, and Wells Fargo Capital Finance, LLC, as agent and lender.
|
10-K
|
001-34474
|
March 7, 2016
|
|
10.8
|
Second Lien Pledge and Security Agreement, dated as of June 4, 2013, by and among Century Aluminum Company, the other Grantors (as defined therein) and Wilmington Trust, National Association, as collateral agent of the 7.5% Senior Secured Notes.
|
8-K
|
001-34474
|
June 10, 2013
|
|
10.9
|
Collateral Agency Agreement, dated as of June 4, 2013, by and among Century Aluminum Company, the other Grantors and Wilmington Trust, National Association, as trustee and collateral agent.
|
8-K
|
001-34474
|
June 10, 2013
|
|
10.10
|
Revolving Credit Facility, dated November 27, 2013, between Nordural Grundartangi ehf, as borrower, and Landsbankinn hf.
|
10-K
|
001-34474
|
March 14, 2014
|
|
10.11
|
Amendment to Revolving Credit Facility, dated April 14, 2016, between Nordural Grundartangi ehf, as borrower, and Landsbankinn hf.
|
8-K
|
011-34474
|
April 15, 2016
|
|
10.12
|
Amendment Agreement to General Bond, dated as of November 27, 2013, by and between Nordural Grundartangi ehf and Landsbankinn hf.
|
10-K
|
001-34474
|
March 14, 2014
|
|
10.13
|
Stock Purchase Agreement, dated as of July 7, 2008, by and between Century Aluminum Company and Glencore Investment Pty Ltd.
|
8-K
|
000-27918
|
July 8, 2008
|
|
10.14
|
Standstill and Governance Agreement, dated as of July 7, 2008, by and between Century Aluminum Company and Glencore AG.
|
8-K
|
000-27918
|
July 8, 2008
|
|
10.15
|
Amendment to Standstill and Governance Agreement, dated January 27, 2009, by and between Century Aluminum Company and Glencore AG.
|
10-K
|
001-34474
|
March 16, 2010
|
|
10.16
|
Registration Rights Agreement, dated as of July 7, 2008, by and between Century Aluminum Company and Glencore Investment Pty Ltd.
|
8-K
|
000-27918
|
July 8, 2008
|
|
10.17
|
Amended and Restated Aluminum Purchase Agreement, dated as of February 23, 2015, by and between Century Aluminum Company, NSA General Partnership, Century Aluminum Sebree LLC, Century Aluminum of South Carolina, Inc., Century Aluminum of West Virginia, Inc. and Glencore Ltd.**
|
10-Q
|
001-34474
|
May 1, 2015
|
|
10.18
|
Century Aluminum Company Amended and Restated Executive Severance Plan, adopted June 23, 2014.*
|
8-K
|
001-34474
|
June 27, 2014
|
|
10.19
|
Century Aluminum Company Amended and Restated Supplemental Retirement Income Benefit Plan.*
|
10-Q
|
000-27918
|
August 10, 2009
|
|
10.20
|
First Amendment of the Century Aluminum Company Amended and Restated Supplemental Retirement Income Benefit Plan.*
|
10-K
|
001-34474
|
March 16, 2010
|
|
10.21
|
Second Amendment of the Century Aluminum Company Amended and Restated Supplemental Retirement Income Benefit Plan, adopted June 23, 2014.*
|
8-K
|
001-34474
|
June 27, 2014
|
|
10.22
|
Century Aluminum Company Incentive Compensation Plan (Amended and Restated Effective January 1, 2008).*
|
10-K
|
001-34474
|
March 2, 2015
|
|
10.23
|
Century Aluminum Company Amended and Restated 1996 Stock Incentive Plan.*
|
8-K
|
001-34474
|
March 25, 2013
|
|
10.24
|
Century Aluminum Company Amended and Restated Stock Incentive Plan, adopted June 23, 2014.*
|
8-K
|
001-34474
|
June 27, 2014
|
|
10.25
|
Century Aluminum Company Amended and Restated Long-Term Incentive Plan, adopted June 23, 2014.*
|
8-K
|
001-34474
|
June 27, 2014
|
|
10.26
|
Century Aluminum Company Amended and Restated Long-Term Incentive Plan, adopted March 22, 2016.*
|
8-K
|
001-34474
|
March 24, 2016
|
|
10.27
|
Century Aluminum Company Restoration Plan, adopted December 8, 2015.*
|
8-K
|
001-34474
|
December 14, 2015
|
|
10.28
|
Form of Time-Vesting Performance Share Unit Award Agreement.*
|
8-K
|
001-34474
|
June 27, 2014
|
|
10.29
|
Form of Performance Unit Award Agreement for the January 1, 2014 to December 31, 2016 performance period and the January 1, 2015 to December 31, 2017 performance period.*
|
8-K
|
001-34474
|
June 27, 2014
|
|
10.30
|
Form of Performance Unit Award Agreement for the January 1, 2016 to December 31, 2018 performance period.*
|
8-K
|
001-34474
|
March 24, 2016
|
|
10.31
|
Form of Stock Option Agreement - Employee.*
|
10-K
|
000-27918
|
March 16, 2006
|
|
10.32
|
Form of Amendment No. 1 to the Stock Option Agreement - Employee.*
|
10-Q
|
001-34474
|
August 9, 2011
|
|
10.33
|
Non-Employee Directors Stock Option Plan.*
|
S-1
|
33-95486
|
March 28, 1996
|
|
10.34
|
Form of Stock Option Agreement - Non-Employee Director.*
|
10-K
|
000-27918
|
March 16, 2006
|
|
10.35
|
Form of Independent Non-Employee Director Annual Retainer Fee Payment Time-Vesting Performance Share Unit Award Agreement.*
|
10-K
|
001-34474
|
March 4, 2015
|
|
10.36
|
Form of Independent Non-Employee Director Annual Equity-Grant Time-Vesting Performance Share Unit Award Agreement.*
|
10-K
|
001-34474
|
March 4, 2015
|
|
10.37
|
Form of Indemnification Agreement.*
|
8-K
|
001-34474
|
December 5, 2014
|
|
21.1
|
List of Subsidiaries
|
|
|
|
X
|
23.1
|
Consent of Deloitte & Touche LLP
|
|
|
|
X
|
24.1
|
Powers of Attorney
|
|
|
|
X
|
|
|
Century Aluminum Company
|
|
By:
|
/s/ MICHAEL A. BLESS
|
|
|
Michael A. Bless
|
|
|
President and Chief Executive Officer (Principal Executive Officer and Principal Financial Officer)
|
|
Dated:
|
March 15, 2017
|
1 Year Century Aluminum Chart |
1 Month Century Aluminum Chart |
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