10-Q
Table of Contents

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

[X]     QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2004.

OR

[  ]     TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from                     to                    .

Commission file number 0-27918

Century Aluminum Company

(Exact name of Registrant as specified in its Charter)

     
Delaware
(State of Incorporation)
  13-3070826
(IRS Employer Identification No.)
     
2511 Garden Road
Building A, Suite 200
Monterey, California

(Address of principal executive offices)
  93940
(Zip Code)

Registrant’s telephone number, including area code: (831) 642-9300

     Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes [X] No [  ]

     Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act). Yes [X] No [  ]

     The registrant had 32,010,464 shares of common stock outstanding at November 3, 2004.

 


TABLE OF CONTENTS

PART I — FINANCIAL INFORMATION
Item 1. - Financial Statements.
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED STATEMENTS OF OPERATIONS
CONSOLIDATED STATEMENTS OF CASH FLOWS
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
Item 3. Quantitative and Qualitative Disclosures about Market Risk
Item 4. Controls and Procedures
Part II. OTHER INFORMATION
Item 4. Submission of Matters to a Vote of Stockholders
Item 6. Exhibits and Reports on Form 8-K.
SIGNATURES
EXHIBIT INDEX
EX-4.2: PURCHASE AGREEMENT
EX-4.5: PURCHASE AGREEMENT
EX-10.1: PURCHASE AGREEMENT
EX-10.2: TOLLING AGREEMENT
EX-10.4: CONSENT AND AMENDMENT TO REVOLVING CREDIT AGREEMENT
EX-31.1: CERTIFICATION
EX-31.2: CERTIFICATION
EX-32.1: CERTIFICATION


Table of Contents

PART I - FINANCIAL INFORMATION

Item 1. - Financial Statements.

CENTURY ALUMINUM COMPANY
CONSOLIDATED BALANCE SHEETS

(Dollars in Thousands)
(Unaudited)

                 
    September 30,   December 31,
    2004
  2003
ASSETS
               
Current Assets:
               
Cash and cash equivalents
  $ 76,474     $ 28,204  
Restricted cash
    1,675        
Accounts receivable – net
    70,478       51,370  
Due from affiliates
    12,094       10,957  
Inventories
    102,652       89,360  
Prepaid and other current assets
    8,896       4,101  
Deferred taxes – current portion
    12,796       3,413  
 
   
 
     
 
 
Total current assets
    285,065       187,405  
Property, plant and equipment – net
    754,207       494,957  
Intangible asset — net
    89,891       99,136  
Goodwill
    107,259        
Other assets
    37,976       28,828  
 
   
 
     
 
 
Total
  $ 1,274,398     $ 810,326  
 
   
 
     
 
 
LIABILITIES AND SHAREHOLDERS’ EQUITY
               
Current Liabilities:
               
Accounts payable, trade
  $ 52,607     $ 34,829  
Due to affiliates
    57,702       27,139  
Accrued and other current liabilities
    44,237       30,154  
Accrued employee benefits costs — current portion
    8,295       8,934  
Current portion of long-term debt
    5,945        
Convertible senior notes
    175,000        
Industrial revenue bonds
    7,815       7,815  
 
   
 
     
 
 
Total current liabilities
    351,601       108,871  
 
   
 
     
 
 
Senior secured notes payable– net
    9,874       322,310  
Senior unsecured notes payable
    250,000        
Nordural debt
    77,425        
Notes payable — affiliates
          14,000  
Accrued pension benefits costs – less current portion
    12,003       10,764  
Accrued postretirement benefits costs — less current portion
    84,871       78,218  
Other liabilities
    34,879       33,372  
Due to affiliates – less current portion
    9,978        
Deferred taxes
    57,610       55,094  
 
   
 
     
 
 
Total noncurrent liabilities
    536,640       513,758  
 
   
 
     
 
 
Contingencies and Commitments (See Note 7)
               
Shareholders’ equity:
               
Convertible preferred stock (8.0% cumulative, 0 and 500,000 shares outstanding at September 30, 2004 and December 31, 2003, respectively)
          25,000  
Common stock (one cent par value, 50,000,000 shares authorized; 31,986,798 and 21,130,839 shares outstanding at September 30, 2004 and December 31, 2003)
    320       211  
Additional paid-in capital
    414,642       173,138  
Accumulated other comprehensive loss
    (27,103 )     (5,222 )
Accumulated deficit
    (1,702 )     (5,430 )
 
   
 
     
 
 
Total shareholders’ equity
    386,157       187,697  
 
   
 
     
 
 
Total
  $ 1,274,398     $ 810,326  
 
   
 
     
 
 

See notes to consolidated financial statements

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Table of Contents

CENTURY ALUMINUM COMPANY
CONSOLIDATED STATEMENTS OF OPERATIONS

(In Thousands, Except Per Share Amounts)
(Unaudited)

                                 
    Three months ended   Nine months ended
    September 30,
  September 30,
    2004
  2003
  2004
  2003
NET SALES:
                               
Third-party customers
  $ 231,502     $ 170,086     $ 649,278     $ 487,287  
Related parties
    42,815       31,402       120,866       89,377  
 
   
 
     
 
     
 
     
 
 
 
    274,317       201,488       770,144       576,664  
Cost of goods sold
    230,948       191,448       644,535       551,142  
 
   
 
     
 
     
 
     
 
 
Gross profit
    43,369       10,040       125,609       25,522  
Selling, general and administrative expenses
    7,567       3,929       16,966       12,150  
 
   
 
     
 
     
 
     
 
 
Operating income
    35,802       6,111       108,643       13,372  
Interest expense – third party
    (10,657 )     (10,341 )     (32,496 )     (30,894 )
Interest expense – related party
          (1,000 )     (380 )     (2,000 )
Interest income
    517       83       848       278  
Net gain (loss) on forward contracts
    (3,149 )     (3,481 )     (17,146 )     38,423  
Loss on early extinguishment of debt
    (47,448 )           (47,448 )      
Other expense
    (4 )     (10 )     (609 )     (510 )
 
   
 
     
 
     
 
     
 
 
Income (loss) before income taxes, minority interest and cumulative effect of change in accounting principle
    (24,939 )     (8,638 )     11,412       18,669  
Income tax (expense) benefit
    8,890       3,271       (4,373 )     (6,556 )
 
   
 
     
 
     
 
     
 
 
Income (loss) before minority interest and cumulative effect of change in accounting principle
    (16,049 )     (5,367 )     7,039       12,113  
Minority interest
                      986  
 
   
 
     
 
     
 
     
 
 
Income (loss) before cumulative effect of change in accounting principle
    (16,049 )     (5,367 )     7,039       13,099  
Cumulative effect of change in accounting principle, net of tax benefit of $3,430
                      (5,878 )
 
   
 
     
 
     
 
     
 
 
Net income (loss)
    (16,049 )     (5,367 )     7,039       7,221  
Preferred dividends
          (500 )     (769 )     (1,500 )
 
   
 
     
 
     
 
     
 
 
Net income (loss) applicable to common shareholders
  $ (16,049 )   $ (5,867 )   $ 6,270     $ 5,721  
 
   
 
     
 
     
 
     
 
 
EARNINGS (LOSS) PER COMMON SHARE:
                               
Basic:
                               
Income (loss) before cumulative effect of change in accounting principle
  $ (0.51 )   $ (0.28 )   $ 0.23     $ 0.55  
Cumulative effect of change in accounting principle
  $     $     $     $ (0.28 )
 
   
 
     
 
     
 
     
 
 
Net income (loss)
  $ (0.51 )   $ (0.28 )   $ 0.23     $ 0.27  
 
   
 
     
 
     
 
     
 
 
Diluted:
                               
Income (loss) before cumulative effect of change in accounting principle
  $ (0.51 )   $ (0.28 )   $ 0.23     $ 0.55  
Cumulative effect of change in accounting principle
  $     $     $     $ (0.28 )
 
   
 
     
 
     
 
     
 
 
Net income (loss)
  $ (0.51 )   $ (0.28 )   $ 0.23     $ 0.27  
 
   
 
     
 
     
 
     
 
 
WEIGHTED AVERAGE COMMON SHARES OUTSTANDING:
                               
Basic
    31,754       21,070       27,542       21,070  
 
   
 
     
 
     
 
     
 
 
Diluted
    31,754       21,070       27,659       21,074  
 
   
 
     
 
     
 
     
 
 

See notes to consolidated financial statements

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Table of Contents

CENTURY ALUMINUM COMPANY
CONSOLIDATED STATEMENTS OF CASH FLOWS

(Dollars in Thousands)
(Unaudited)

                 
    Nine months ended
    September 30,
    2004
  2003
CASH FLOWS FROM OPERATING ACTIVITIES:
               
Net income
  $ 7,039     $ 7,221  
Adjustments to reconcile net income to net cash provided by operating activities:
               
Unrealized net loss (gain) on forward contracts
    4,712       (6,974 )
Depreciation and amortization
    36,889       38,403  
Deferred income taxes
    (3,965 )     3,125  
Pension and other postretirement benefits
    7,253       7,592  
Inventory market adjustment
    (2,273 )     (1,617 )
Loss on disposal of assets
    719       841  
Minority interest
          (986 )
Cumulative effect of change in accounting principle
          9,308  
Non-cash loss on early extinguishment of debt
    9,659        
Changes in operating assets and liabilities:
               
Accounts receivable – net
    (10,342 )     (7,170 )
Due from affiliates
    (1,346 )     (866 )
Inventories
    966       4,512  
Prepaids and other current assets
    (1,276 )     (1,046 )
Accounts payable, trade
    7,730       101  
Due to affiliates
    4,606       3,897  
Accrued and other current liabilities
    7,850       11,392  
Other – net
    3,643       10,309  
 
   
 
     
 
 
Net cash provided by operating activities
    71,864       78,042  
 
   
 
     
 
 
CASH FLOWS FROM INVESTING ACTIVITIES:
               
Nordural expansion
    (17,482 )      
Purchase of other property, plant and equipment
    (8,832 )     (12,389 )
Acquisitions, net of cash acquired
    (184,869 )     (59,837 )
 
   
 
     
 
 
Net cash used in investing activities
    (211,183 )     (72,226 )
 
   
 
     
 
 
CASH FLOWS FROM FINANCING ACTIVITIES:
               
Borrowings
    425,569        
Repayment of debt – third party
    (422,846 )      
Repayment of debt – related party
    (14,000 )      
Financing fees
    (12,805 )     (297 )
Dividends
    (3,311 )     (11 )
Issuance of common stock
    214,982       3  
 
   
 
     
 
 
Net cash provided by (used in) financing activities
    187,589       (305 )
 
   
 
     
 
 
NET INCREASE IN CASH
    48,270       5,511  
CASH, BEGINNING OF PERIOD
    28,204       45,092  
 
   
 
     
 
 
CASH, END OF PERIOD
  $ 76,474     $ 50,603  
 
   
 
     
 
 

See notes to consolidated financial statements

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Table of Contents

CENTURY ALUMINUM COMPANY
Notes to Consolidated Financial Statements
Nine month periods ended September 30, 2004 and 2003
(Dollars in thousands)
(Unaudited)

1. General

     The accompanying unaudited interim consolidated financial statements of Century Aluminum Company (the “Company” or “Century”) should be read in conjunction with the audited consolidated financial statements for the year ended December 31, 2003. In management’s opinion, the unaudited interim consolidated financial statements reflect all adjustments, which are of a normal and recurring nature, that are necessary for a fair presentation of financial results for the interim periods presented. Operating results for the first nine months of 2004 are not necessarily indicative of the results that may be expected for the year ending December 31, 2004. Certain reclassifications of 2003 information were made to conform to the 2004 presentation.

2. Acquisitions

  Nordural Acquisition

     On April 27, 2004, the Company completed the acquisition of Nordural hf (“Nordural”) from Columbia Ventures Corporation (“CVC”), a privately-owned investment company headquartered in Vancouver, Washington. Nordural hf is an Icelandic company that owns and operates the Nordural facility, a primary aluminum reduction facility located in Grundartangi, Iceland, approximately 25 miles north of Reykjavik, Iceland’s capital. The results of operations of Nordural are included in the Company’s Statement of Operations beginning April 28, 2004.

     The Nordural acquisition is a significant step forward in achieving the Company’s strategic goals of reducing its average cost to produce aluminum and geographically diversifying its asset base. The Nordural facility, built in 1998, is the Company’s most recently constructed and lowest operating cost facility. The Company is expanding the Nordural facility to increase its annual production capacity to 467 million pounds, or more than double its current production capacity.

     The Company accounted for the acquisition as a purchase using the accounting standards established in Statement of Financial Accounting Standards (“SFAS”) No. 141, “Business Combinations,” and SFAS No. 142, “Goodwill and Other Intangible Assets.” The Company recognized $107,259 of Goodwill in the transaction.

     The purchase price for Nordural was $195,346, allocated as follows:

         
Allocation of Purchase Price:
       
Current assets
  $ 41,322  
Property, plant and equipment
    261,871  
Goodwill
    107,259  
Current liabilities
    (26,144 )
Long-term debt
    (177,132 )
Other non-current liabilities
    (11,830 )
 
   
 
 
Total purchase price
  $ 195,346  
 
   
 
 

     The appraisal, upon which portions of the purchase allocation will be based, is not yet complete and additional adjustments to the purchase price allocation may still be required. Century used a portion of the proceeds from a registered equity offering to finance the acquisition (see Note 18 – Equity Offering).

     The following tables represent the unaudited pro forma results of operations for the three and nine months ended September 30, 2004 and 2003 assuming the acquisition occurred on January 1, 2003. The unaudited pro forma amounts may not be indicative of the results that actually would have occurred if the transaction described above had been completed and in effect for the periods indicated.

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Table of Contents

CENTURY ALUMINUM COMPANY
Notes to Consolidated Financial Statements
Nine month periods ended September 30, 2004 and 2003
(Dollars in thousands)
(Unaudited)

                                 
    Three months ended   Nine months ended
    September 30,   September 30,
    2004
  2003
  2004
  2003
Net sales
  $ 274,317     $ 226,876     $ 808,519     $ 651,231  
Net income (loss)
    (16,049 )     (276 )     13,947       19,777  
Net income (loss) available to common shareholders
    (16,049 )     (776 )     13,178       18,277  
Earnings (loss) per share:
                               
Basic
  $ (0.51 )   $ (0.03 )   $ 0.43     $ 0.61  
Diluted
  $ (0.51 )   $ (0.03 )   $ 0.42     $ 0.61  

   The Gramercy Acquisition

     On October 1, 2004, the Company, together with subsidiaries of Noranda, Inc. (“Noranda”), completed the joint purchase of the Gramercy, Louisiana alumina refinery owned by Kaiser Aluminum and Chemical Corporation (“Kaiser”) and Kaiser’s 49% interest in a Jamaican bauxite mining partnership. The purchase price was $23.0 million, subject to working capital adjustments. The Company and Noranda each paid one-half of the purchase price. Kaiser sold these alumina and bauxite assets as part of its reorganization to emerge from Chapter 11 bankruptcy. The bauxite mining partnership supplies all of the bauxite used for the production of alumina at the Gramercy refinery and also supplies bauxite to a third party refinery in Texas. The Gramercy refinery chemically refines bauxite into alumina, the principal raw material in the production of primary aluminum. The Gramercy refinery began operations in 1959 and had extensive portions rebuilt and modernized in 2000. Gramercy has an annual production capacity of 1.2 million metric tons of alumina, approximately 80% of which is supplied to the Hawesville facility and to a primary aluminum production facility separately owned by Noranda. The Hawesville Facility purchases all of its alumina requirements from Gramercy. The Company intends to apply the equity method of accounting for the Gramercy acquisition.

     In October 2004, certain bauxite loading equipment used by the bauxite mining partnership at its St. Ann, Jamaica port facility failed, resulting in the interruption of bauxite shipments from the facility. The St. Ann port facility is used to ship bauxite to the Gramercy alumina facility and to other customers. The Company does not anticipate any interruption in aluminum production at the Hawesville facility as a result of the equipment failure at the St. Ann port facility.

3. Stock-Based Compensation

     The Company has elected not to adopt the recognition provisions for employee stock-based compensation as permitted in SFAS No. 123, “Accounting for Stock-Based Compensation.” As such, the Company accounts for stock based compensation in accordance with Accounting Principles Board Opinion No. 25 “Accounting for Stock Issued to Employees.” No compensation cost has been recognized for the stock option portions of the plan because the exercise prices of the stock options granted were equal to the market value of the Company’s stock on the date of grant. Had compensation cost for the Stock Incentive Plan been determined using the fair value method provided under SFAS No. 123, the Company’s net income and earnings per share would have changed to the pro forma amounts indicated below:

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Table of Contents

CENTURY ALUMINUM COMPANY
Notes to Consolidated Financial Statements
Nine month periods ended September 30, 2004 and 2003
(Dollars in thousands)
(Unaudited)
                                     
        Three months ended   Nine months ended
        September 30,   September 30,
        2004
  2003
  2004
  2003
Net income (loss) applicable to common shareholders
  As Reported   $ (16,049 )   $ (5,867 )   $ 6,270     $ 5,721  
Add: Stock-based employee compensation expense included in reported net income, net of related tax effects
        360       119       1,406       317  
Deduct: Total stock-based employee compensation expense determined under fair value based method for all awards, net of related tax effects
        (464 )     (276 )     (1,643 )     (823 )
 
       
 
     
 
     
 
     
 
 
Pro forma net income (loss)
      $ (16,153 )   $ (6,024 )   $ 6,033     $ 5,215  
 
       
 
     
 
     
 
     
 
 
Basic earnings (loss) per share
  As reported   $ (0.51 )   $ (0.28 )   $ 0.23     $ 0.27  
 
  Pro forma   $ (0.51 )   $ (0.29 )   $ 0.22     $ 0.25  
Diluted earnings (loss) per share
  As reported   $ (0.51 )   $ (0.28 )   $ 0.23     $ 0.27  
 
  Pro forma   $ (0.51 )   $ (0.29 )   $ 0.22     $ 0.25  

4. Inventories

     Inventories consist of the following:

                 
    September 30,   December 31,
    2004
  2003
Raw materials
  $ 47,270     $ 35,621  
Work-in-process
    16,341       15,868  
Finished goods
    10,053       14,920  
Operating and other supplies
    28,988       22,951  
 
   
 
     
 
 
 
  $ 102,652     $ 89,360  
 
   
 
     
 
 

     At September 30, 2004 and December 31, 2003, approximately 70% and 78% of the inventories, respectively, were valued at the lower of last-in, first-out (“LIFO”) cost or market. The excess of LIFO cost (or market, if lower) over FIFO cost was approximately $824 and $3,762 at September 30, 2004 and December 31, 2003, respectively. Inventories at Nordural are stated at lower of first in, first out (“FIFO”) cost or market. Operating and other supplies inventories at all facilities are based upon the average cost method.

5. Intangible Asset

     The intangible asset consists of the power contract acquired in connection with the Company’s acquisition of an 80% interest in the Hawesville facility in April 2001. The contract value is being amortized over its term (ten years) using a method that results in annual amortization equal to the percentage of a given year’s expected gross annual benefit to the total as applied to the total recorded value of the power contract. In connection with the Company’s acquisition of the remaining 20% interest in the Hawesville facility from Glencore on April 1, 2003, the 20% portion of the power contract that was indirectly owned by Glencore was revalued in accordance with Statement of Financial Accounting Standards (“SFAS”) No. 141, “Business Combinations.” As a result, the gross carrying amount of the contract and the accumulated amortization, both related to the 20% portion of the contract indirectly owned by Glencore, were removed and the fair value of the 20% of the power contract acquired on April 1, 2003 was recorded. As of September 30, 2004, the gross carrying amount of the intangible asset was $153,592 with

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CENTURY ALUMINUM COMPANY
Notes to Consolidated Financial Statements
Nine month periods ended September 30, 2004 and 2003
(Dollars in thousands)
(Unaudited)

accumulated amortization of $63,701. For the three month periods ended September 30, 2004 and September 30, 2003, amortization expense for the intangible asset totaled $3,081 and $4,584, respectively. For the nine month periods ended September 30, 2004 and September 30, 2003, amortization expense for the intangible asset totaled $9,245 and $14,095, respectively. For the year ending December 31, 2004, the estimated aggregate amortization expense for the intangible asset will be approximately $12,326. The estimated aggregate amortization expense for the intangible asset for the following five years is as follows:

                                         
    For the year ending December 31,
    2005
  2006
  2007
  2008
  2009
Estimated Amortization Expense
  $ 14,162     $ 12,695     $ 13,617     $ 14,669     $ 15,717  

     The intangible asset is reviewed for impairment in accordance with SFAS 142, “Goodwill and Other Intangible Assets,” whenever events or circumstances indicate that its net carrying amount may not be recoverable.

6. Debt

     Secured First Mortgage Notes

     In August 2004, the Company completed a tender offer and consent solicitation for the Company’s 11.75% senior secured first mortgage notes due 2008 (the “Notes”). The principal purpose of the tender offer and consent solicitation was to refinance Century’s outstanding Notes with debt bearing a lower interest rate, thereby reducing the Company’s annual interest expense. On August 26, 2004, the Company purchased $315,055 in principal amount of Notes in the tender offer. Following the purchase, the Company has outstanding a principal amount of $9,945 of Notes. No principal payments are required until maturity. On or after April 15, 2005, the Company anticipates redeeming the balance of the Notes at 105.875% of the principal balance, plus accrued and unpaid interest. Holders received $1,096.86 for each $1,000 principal amount of Notes purchased in the tender offer, plus accrued and unpaid interest. Holders who tendered their Notes by August 6, 2004, received a consent payment of $20.00 per $1,000 of principal amount of Notes resulting in a total consideration of $1,116.86 for each $1,000 principal amount of Notes purchased in the tender offer, plus accrued and unpaid interest up to but not including the date of payment.

     The Company financed the tender offer and consent solicitation with a portion of the proceeds from the private placement of its 7.5% Senior Unsecured Notes due 2014 (“Senior Unsecured Notes”) in the aggregate principal amount of $250,000 and 1.75% Senior Convertible Notes due 2024 (“Convertible Notes”) in the aggregate principal amount of $175,000. The sale of the Convertible Notes closed August 9, 2004 resulting in net proceeds to the Company of approximately $169,209. The sale of the Senior Unsecured Notes closed August 26, 2004 and resulted in net proceeds to the Company of approximately $243,238. The Company used the remaining proceeds from these offerings and available cash to repay a portion of the outstanding debt at Nordural.

     The Company had unamortized discounts on the Notes of $71 and $2,690 at September 30, 2004 and December 31, 2003, respectively. In connection with the consent solicitation, the Company entered into a supplemental indenture that eliminated substantially all of the restrictive covenants and certain default provisions contained in the indenture governing the remaining Notes.

     In the third quarter of 2004, the Company recognized a loss on early extinguishment of debt of $47,448 related to the refinancing of the Notes. The loss was composed of the following:

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CENTURY ALUMINUM COMPANY
Notes to Consolidated Financial Statements
Nine month periods ended September 30, 2004 and 2003
(Dollars in thousands)
(Unaudited)

         
Purchase price premium, less consent fee
  $ 30,516  
Consent payments
    6,301  
Write-off of capitalized financing fees
    7,373  
Write-off of bond discount
    2,286  
Other tender costs
    972  
 
   
 
 
 
  $ 47,448  
 
   
 
 

  Issuance of Convertible Senior Notes

     On August 9, 2004, the Company completed the sale of $175,000 aggregate principal amount of its Convertible Notes in a private placement exempt from the registration requirements of the Securities Act of 1933, as amended (the “Act”).

     The Convertible Notes are convertible at any time 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 Century’s election, either cash, Century common stock, or a combination thereof, for the Convertible Notes’ conversion value in excess of such principal amount, if any. In addition, the Convertible Notes will be redeemable at Century’s option beginning on August 6, 2009, and the holders may require Century to repurchase all or part of their Convertible Notes for cash on each of August 1, 2011, August 1, 2014 and August 1, 2019.

     The obligations of the Company pursuant to the Convertible Notes are unconditionally guaranteed, jointly and severally, on a senior unsecured basis by all of the Company’s existing domestic restricted subsidiaries other than Century Aluminum of Kentucky, LLC.

     The Company has agreed to file and cause to become effective a shelf registration statement with the Securities and Exchange Commission for the resale of the Convertible Notes and any shares of common stock issuable upon the conversion of the Convertible Notes. If the shelf registration statement is not filed on or prior to the date that is 120 days after August 9, 2004 or is not declared effective on or prior to the date that is 210 days after August 9, 2004 (each, a “Registration Default”), the annual interest rate on the Convertible Notes will increase by 0.25% following such Registration Default, not to exceed an aggregate of 0.50% per annum.

   Private Placement of Senior Unsecured Notes

     On August 26, 2004, the Company completed the sale of $250,000 aggregate principal amount of its Senior Unsecured Notes in a private placement exempt from the registration requirements of the Act.

     The indenture governing the Senior Unsecured Notes contains customary covenants, including limitations on the Company’s ability to incur additional indebtedness, pay dividends, sell assets or stock of certain subsidiaries and purchase or redeem capital stock.

     The obligations of the Company pursuant to the Senior Unsecured Notes are unconditionally guaranteed, jointly and severally, on a senior unsecured basis by all of the Company’s existing domestic restricted subsidiaries other than Century Aluminum of Kentucky, LLC.

     The Company has agreed to file and cause to become effective a registration statement to exchange the Senior Unsecured Notes for new notes in a transaction registered under the Act. The terms of the exchange notes will be substantially identical to the Senior Unsecured Notes, except that the exchange notes will not be subject to transfer restrictions. If the exchange offer is not

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CENTURY ALUMINUM COMPANY
Notes to Consolidated Financial Statements
Nine month periods ended September 30, 2004 and 2003
(Dollars in thousands)
(Unaudited)

consummated on or prior to the date that is 210 days after August 26, 2004, the annual interest rate on the Senior Unsecured Notes will increase by 0.5% from the 210th day until the exchange offer is consummated.

   Revolving Credit Facility

     Effective April 1, 2001, the Company entered into a $100,000 senior secured revolving credit facility (the “Revolving Credit Facility”) with a syndicate of banks. The Revolving Credit Facility will mature on April 2, 2006. The Company’s obligations under the Revolving Credit Facility are unconditionally guaranteed by its domestic subsidiaries (other than Century Aluminum of Kentucky, LLC (the “LLC”) and certain subsidiaries formed in connection with the Nordural acquisition) and secured by a first priority security interest in all accounts receivable and inventory belonging to the Company and its subsidiary borrowers. The availability of funds under the Revolving Credit Facility is subject to a $30,000 reserve and limited by a specified borrowing base consisting of certain eligible accounts receivable and inventory. Borrowings under the Revolving Credit Facility are, at the Company’s option, at the LIBOR rate or the Fleet National Bank base rate plus, in each case, an applicable interest margin. The applicable interest margin ranges from 2.25% to 3.0% over the LIBOR rate and 0.75% to 1.5% over the base rate and is determined by certain financial measurements of the Company. There were no outstanding borrowings under the Revolving Credit Facility as of September 30, 2004 and December 31, 2003. Interest periods for LIBOR rate borrowings are one, two, three or six months, at the Company’s option. As of September 30, 2004, the Company had a borrowing base of $76,752 under the Revolving Credit Facility. The Company is subject to customary covenants, including limitations on capital expenditures, additional indebtedness, liens, guarantees, mergers and acquisitions, dividends, distributions, capital redemptions and investments.

   Industrial Revenue Bonds

     Effective April 1, 2001, in connection with its acquisition of the Hawesville facility, the Company assumed industrial revenue bonds (the “IRBs”) in the aggregate principal amount of $7,815. From April 1, 2001 through April 1, 2003, Glencore assumed 20% of the liability related to the IRBs consistent with its ownership interest in the Hawesville facility during that period. The IRBs mature on April 1, 2028, and bear interest at a variable rate not to exceed 12% per annum determined weekly based on prevailing rates for similar bonds in the bond market, with interest paid quarterly. The IRBs are secured by a Glencore guaranteed letter of credit and the Company provides for the servicing costs for the letter of credit. The Company has agreed to reimburse Glencore for all costs arising from the letter of credit. The Company’s maximum potential amount of future payments under the reimbursement obligations for the Glencore letter of credit securing the IRBs would be $8,150. The interest rate on the IRBs at September 30, 2004 was 2.00%. 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, as provided in the indenture governing the IRBs. The Company’s reimbursement obligations related to the Glencore letter of credit securing the IRBs are guaranteed by each of its material consolidated subsidiaries, except for the LLC (see Note 17 for a discussion of note guarantees), and secured by a first priority interest in the 20% interest in the Hawesville facility.

   Glencore Note Payable

     On April 1, 2003, in connection with its acquisition of the remaining 20% interest in the Hawesville facility, the Company issued a six-year $40,000 promissory note payable to Glencore bearing interest at a rate of 10% per annum (the “Glencore Note”). In April 2004, the Company paid the remaining $14,000 of principal on the Glencore Note, which consisted of a $2,000 required principal payment and an optional $12,000 prepayment of principal.

   Term Loan Facility – Nordural

     As of September 30, 2004, Nordural had approximately $83,370 of debt, principally consisting of a senior term loan facility maturing December 31, 2009. In September 2004, the Company repaid $100,000 of the loan facility with available cash resulting in an outstanding balance under the loan facility of $71,384 at September 30, 2004. Amounts borrowed under Nordural’s loan facility generally bear interest at the applicable LIBOR rate plus a margin of 1.45% per year, plus an applicable percentage to cover certain lender compliance costs.

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CENTURY ALUMINUM COMPANY
Notes to Consolidated Financial Statements
Nine month periods ended September 30, 2004 and 2003
(Dollars in thousands)
(Unaudited)

     Nordural’s obligations under the loan facility are secured by the stock of Nordural and substantially all of Nordural’s assets. Amounts outstanding under the loan facility are payable semiannually in installments through December 31, 2009. The amount of each installment is based on a scheduled rate that fluctuates between 2.74% and 3.88% of outstanding principal. Nordural may voluntarily prepay all or part of the loan facility without penalty provided it gives five business days’ notice, subject to a minimum payment threshold. The agreement provides for mandatory prepayment upon the receipt of proceeds from certain asset sales, events impairing the value of assets and insurance recoveries. If the price of aluminum falls below designated levels for six months prior to a payment date and the debt coverage ratio is less than one to one, the loan facility provides for deferral of principal payments. Principal payments are increased if certain debt coverage ratios are exceeded and/or the price of aluminum exceeds designated levels.

     Nordural’s loan facility contains customary covenants, including limitations on additional indebtedness, security interests, investments, asset sales, loans, guarantees, capital expenditures, mergers and acquisitions, amendments to various agreements used in the operation of the Nordural facility, hedging agreements, distributions and share capital redemptions.

     Nordural Refinancing and Expansion Financing

     The Company has agreed to terms on a five year $310,000 senior term loan facility with a syndicate of banks led by Landsbanki Islands hf. and Kaupthing Bank hf, subject to customary closing conditions including the negotiation and execution of definitive agreements. Amounts borrowed will be used to repay debt currently outstanding at Nordural and to finance a portion of the costs associated with the ongoing expansion of the Nordural facility. The term loan facility can be extended by an additional seven years upon the satisfaction of certain conditions.

7. Contingencies and Commitments

  Environmental Contingencies

     The Company believes its current environmental liabilities do not have, and are not likely to have, a material adverse effect on the Company’s financial condition, results of operations or liquidity. However, there can be no assurance that future requirements at currently or formerly owned or operated properties will not result in liabilities which may have a material adverse effect.

     Century Aluminum of West Virginia, Inc. (“Century of West Virginia”) continues to perform remedial measures at its Ravenswood facility pursuant to an order issued by the Environmental Protection Agency (“EPA”) in 1994 (the “3008(h) Order”). Century of West Virginia also conducted a RCRA facility investigation (“RFI”) under the 3008(h) Order evaluating other areas at the Ravenswood facility that may have contamination requiring remediation. The RFI has been approved by appropriate agencies. Century of West Virginia has completed interim remediation measures at two sites identified in the RFI, and the Company believes no further remediation will be required. A Corrective Measures Study, which will formally document the conclusion of these activities, is being completed with EPA. The Company believes a significant portion of the contamination on the two sites identified in the RFI is attributable to the operations of Kaiser, which had previously owned and operated the Ravenswood facility, and is the financial responsibility of Kaiser.

     On September 28, 2004, the Bankruptcy Court for the District of Delaware approved an agreement by Kaiser to transfer its environmental liability at Ravenswood to TRC Companies, Inc., and TRC Environmental Corporation (collectively “TRC”). The Bankruptcy Court also approved an agreement between, Kaiser, TRC, Century of West Virginia and Pechiney Rolled Products, Inc. (“Pechiney”), effective as of September 1, 2004, pursuant to which TRC assumed all of Kaiser’s environmental liabilities at Ravenswood. TRC also purchased insurance in amounts the Company believes are sufficient to cover the costs of any TRC liability at Ravenswood. Also, as of September 1, 2004, Century of West Virginia and Pechiney entered into an agreement releasing Century of West Virginia from all of the environmental indemnification obligations for Kaiser-related matters arising out of the Century of West Virginia’s 1999 sale of the Ravenswood rolling mill to Pechiney.

     Under the Company’s agreement with Southwire Company to purchase the Hawesville, Kentucky facility, Southwire indemnified the Company against all on-site environmental liabilities known to exist prior to April 1, 2001 (the “Closing”) and against risks associated with off-site hazardous material disposals which pre-dated the Closing.

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CENTURY ALUMINUM COMPANY
Notes to Consolidated Financial Statements
Nine month periods ended September 30, 2004 and 2003
(Dollars in thousands)
(Unaudited)

     Prior to the Closing, the EPA had issued a final Record of Decision (“ROD”), under the Comprehensive Environmental Response, Compensation and Liability Act, directing that certain response actions be taken at the Hawesville facility. Under its agreement with Century, Southwire agreed to perform all obligations under the ROD. The total costs for the obligations to be undertaken and paid for by Southwire relative to these liabilities are estimated under the ROD to be $12,600, and the forecast of annual operating and maintenance costs is $1,200. Century Kentucky, LLC (“Century Kentucky”) will operate and maintain the ground water treatment system required under the ROD on behalf of Southwire, and Southwire will reimburse Century Kentucky for any expense that exceeds $400 annually.

     If any on-site environmental liabilities become known prior to March 31, 2007 that were not known to exist at Closing but which arose from pre-Closing activities at the Hawesville facility, the Company will share the costs of remedial action with Southwire pro rata depending on the year the liability is identified. The Company will be responsible for any such liabilities which first become known on or after March 31, 2007. The Company also will be responsible for any post-Closing environmental liabilities which result from a change in laws.

     The Company acquired the Hawesville facility by purchasing all of the outstanding equity securities of Metalsco Ltd. (“Metalsco”), which was a wholly owned subsidiary of Southwire. Metalsco previously owned certain assets unrelated to the Hawesville plant’s operations (“Unwanted Assets”). All Unwanted Assets owned by Metalsco were distributed to Southwire prior to the Closing, and Southwire indemnified the Company for all liabilities related to the Unwanted Assets. Southwire also retained ownership of and full responsibility for certain land adjacent to the Hawesville facility containing potliner disposal areas.

     Southwire has secured its indemnity obligations to the Company for environmental liabilities through April 1, 2008 by posting a letter of credit in the Company’s favor in the amount of $14,000. Southwire is obligated to post an additional $15,000 if its net worth drops below a pre-determined level prior to April 1, 2008. The amount of security Southwire provides may increase (but not above $14,500 or $29,500, as applicable) or decrease (but not below $3,000) if certain specified conditions are met.

     The Company cannot be certain Southwire will be able to meet its indemnity obligations. In that event, under certain environmental laws which impose liability regardless of fault, the Company may be liable for any outstanding remedial measures required under the ROD and for certain liabilities related to the unwanted properties. If Southwire fails to meet its indemnity obligations or if the Company’s shared or assumed liability is significantly greater than anticipated, the Company’s financial condition, results of operations and liquidity could be materially adversely affected.

     Century is a party to an EPA Administrative Order on Consent (the “Order”) pursuant to which other past and present owners of an alumina refining facility at St. Croix, Virgin Islands have agreed to carry out a Hydrocarbon Recovery Plan to remove and manage hydrocarbons floating on groundwater underlying the facility. Pursuant to the Hydrocarbon Recovery Plan, recovered hydrocarbons and groundwater are delivered to the adjacent petroleum refinery where they are received and managed. Lockheed Martin Corporation (“Lockheed”), which sold the facility to one of the Company’s affiliates, Virgin Islands Alumina Corporation (“Vialco”), in 1989, has tendered indemnity and defense of this matter to Vialco pursuant to terms of the Lockheed–Vialco Asset Purchase Agreement. Management does not believe Vialco’s liability under the Order or its indemnity to Lockheed will require material payments. Through September 30, 2004, the Company has expended approximately $440 on the Recovery Plan. Although there is no limit on the obligation to make indemnification payments, the Company expects the future potential payments under this indemnification will be approximately $200 which may be offset in part by sales of recoverable hydrocarbons.

     The Company, along with others, including former owners of its former St. Croix facility, received notice of a threatened lawsuit alleging natural resource damages involving the subsurface contamination at the facility. Century has entered into a Joint Defense Agreement with the other parties who received notification of the threatened lawsuit. While it is not presently possible to determine the outcome of this matter, the Company’s known liabilities with respect to this and other matters relating to compliance and cleanup, based on current information, are not expected to be material and should not materially adversely affect the Company’s operating results. However, if more stringent compliance or cleanup standards under environmental laws or regulations are imposed, previously unknown environmental conditions or damages to natural resources are discovered, or if

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CENTURY ALUMINUM COMPANY
Notes to Consolidated Financial Statements
Nine month periods ended September 30, 2004 and 2003
(Dollars in thousands)
(Unaudited)

contributions from other responsible parties with respect to sites for which the Company has cleanup responsibilities are not available, the Company may be subject to additional liability, which may be material.

     Nordural is subject to various Icelandic and other environmental laws and regulations. These laws and regulations are subject to change, which changes could result in increased costs. Operating in a foreign country exposes the Company to political, regulatory, currency and other related risks. The Nordural facility, built in 1998, uses technology currently defined to be “best available technology” under the European Union’s Integrated Pollution Prevention and Control Directive of 1996, or IPPC. The operational restrictions for the Nordural facility, as determined by the Icelandic Minister for the Environment, are set forth in the facility’s operating license. The license currently allows for both the facility’s current and planned expansion capacity.

     On October 1, 2004, Century and Noranda Finance, Inc. (“Noranda”) jointly acquired the assets of the Gramercy Alumina plant located near Gramercy, Louisiana, from Kaiser with Bankruptcy Court approval. Prior to closing, Century and Noranda performed a pre-purchase due diligence investigation of the environmental conditions present at the Gramercy facility. The results of this investigation were submitted to state regulatory officials. In addition, as part of this submittal Century and Noranda agreed to undertake certain specified remedial activities at the Gramercy plant. As a result of this submittal, state environmental officials have confirmed that Century and Noranda met the conditions for Bona Fide Prospective Purchaser protections against liability for pre-existing environmental conditions at the facility. Accordingly, Century does not believe it faces any contingent environmental liabilities of a material nature resulting from its purchase of the Gramercy facility.

     In conjunction with the purchase of the Gramercy facility, Century and Noranda jointly purchased Kaiser’s 49% interest in Kaiser-Jamaica Bauxite Company (“KJBC”), a partnership located in Jamaica and 51% owned by the Jamaican government. Now reconstituted as St. Ann Jamaican Bauxite Partnership (“SAJBP”), the entity carries out bauxite mining, drying, storage and shipping operations. Century and Noranda performed a pre-purchase due diligence investigation of the KJBC operations which disclosed no significant environmental liabilities or regulatory non-compliance. While it is impossible to predict what future environmental requirements might be, Century does not believe that the acquisition of KJBC presents the Company with any material environmental liabilities.

     It is the Company’s policy to accrue for costs associated with environmental assessments and remedial efforts when it becomes probable that a liability has been incurred and the costs can be reasonably estimated. The aggregate environmental related accrued liabilities were $775 and $694 at September 30, 2004 and December 31, 2003, respectively. All accrued amounts have been recorded without giving effect to any possible future recoveries. With respect to ongoing environmental compliance costs, including maintenance and monitoring, such costs are expensed as incurred.

     Because of the issues and uncertainties described above, and the Company’s inability to predict the requirements of the future environmental laws, there can be no assurance that future capital expenditures and costs for environmental compliance will not have a material adverse effect on the Company’s future financial condition, results of operations, or liquidity. Based upon all available information, management does not believe that the outcome of these environmental matters, or environmental matters concerning Mt. Holly, will have a material adverse effect on the Company’s financial condition, results of operations, or liquidity.

   Legal Contingencies

     Prior to the Kaiser bankruptcy, Century was a named defendant, along with Kaiser and many other companies, in civil actions brought by employees of third party contractors who alleged asbestos-related diseases arising out of exposure at facilities where they worked, including Ravenswood. All of those actions relating to the Ravenswood facility have been dismissed or resolved with respect to the Company and as to Kaiser. Only 14 plaintiffs were able to show they had been on the Ravenswood premises during the period the Company owned the plant, and the parties have agreed to settle all of those claims for non-material amounts. The Company is awaiting receipt of final documentation of those settlements and the entry of dismissal orders. The Company does not expect the Kaiser bankruptcy will have any effect on the settlements reached on those asbestos claims. Since the Kaiser bankruptcy, the Company has been named in additional civil actions based on similar allegations with unspecified monetary claims against Century, 75 of which remain outstanding. To the best of the Company’s knowledge, of the

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CENTURY ALUMINUM COMPANY
Notes to Consolidated Financial Statements
Nine month periods ended September 30, 2004 and 2003
(Dollars in thousands)
(Unaudited)

remaining civil actions, only two of the claimants were in the Ravenswood facility during the Company’s ownership, and both were employees of Kaiser or Century.

     The Company has pending against it or may be subject to various other lawsuits, claims and proceedings related primarily to employment, commercial, environmental and safety and health matters. Although it is not presently possible to determine the outcome of these matters, management believes their ultimate disposition will not have a material adverse effect on the Company’s financial condition, results of operations, or liquidity.

   Power Commitments

     The Hawesville facility currently purchases all of its power from Kenergy Corporation (“Kenergy”), a local retail electric cooperative, under a power supply contract that expires at the end of 2010. Kenergy acquires the power it provides to the Hawesville facility mostly from a subsidiary of LG&E Energy Corporation (“LG&E”), with delivery guaranteed by LG&E. The Hawesville facility currently purchases all of its power from Kenergy at fixed prices. Approximately 121 MW or 27% of the Hawesville facility’s power requirements are unpriced in calendar years 2006 through 2010. The Company will negotiate the price for the unpriced portion of the contract at such times as the Company and Kenergy deem appropriate.

     The Company purchases all of the electricity requirements for the Ravenswood facility from Ohio Power Company, a unit of American Electric Power Company, under a fixed price power supply agreement that runs through December 31, 2005.

     The Mt. Holly facility purchases all of its power from the South Carolina Public Service Authority (“Santee Cooper”) at rates established by published schedules. The Mt. Holly facility’s current power contract expires December 31, 2015. Power delivered through 2010 will be priced as set forth in currently published schedules, subject to adjustments for fuel costs. Rates for the period 2011 through 2015 will be as provided under then-applicable schedules.

     The Nordural facility purchases power from Landsvirkjun, a power company jointly owned by the Republic of Iceland and two Icelandic municipal governments, under a contract due to expire in 2019. The power delivered to the Nordural facility under its current contract is from hydroelectric and geothermal sources, both competitively-priced and renewable sources of power in Iceland, at a rate based on the London Metal Exchange (“LME”) price for primary aluminum. In connection with the planned expansion, Nordural has entered into a power contract with Orkuveita Reykjavikur (“OR”) and Hitaveita Sudurnesja hf (“HS”) for the supply of the additional power required for the expansion capacity. Power under this agreement will be generated from geothermal resources and prices will be LME-based. By the terms of a Second Amendment to the Landsvirkjun/Nordural Power Contract, dated as of April 21, 2004, Landsvirkjun has agreed on a best commercial efforts basis to provide backup power to Nordural should OR or HS be unable to meet the obligations of their contract to provide power for the Nordural expansion.

     The Company may suffer losses due to a temporary or prolonged interruption of the supply of electrical power to its facilities, which can be caused by unusually high demand, blackouts, equipment failure, natural disasters or other catastrophic events. The Company uses large amounts of electricity to produce primary aluminum, and any loss of power which causes an equipment shutdown can result in the hardening or “freezing” of molten aluminum in the pots where it is produced. If this occurs, the Company may experience significant losses if the pots are damaged and require repair or replacement, a process that could limit or shut down production operations for a prolonged period of time. Although the Company maintains property and business interruption insurance to mitigate losses resulting from catastrophic events, the Company may still be required to pay significant amounts under the deductible provisions of those insurance policies. Century’s coverage may not be sufficient to cover all losses, or certain events may not be covered. For example, certain of Century’s insurance policies do not cover any losses the Company may incur if its suppliers are unable to provide the Company with power during periods of unusually high demand. Certain material losses which are not covered by insurance may trigger a default under the Company’s Revolving Credit Facility. No assurance can be given that a material shutdown will not occur in the future or that such a shutdown would not have a material adverse effect on the Company.

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CENTURY ALUMINUM COMPANY
Notes to Consolidated Financial Statements
Nine month periods ended September 30, 2004 and 2003
(Dollars in thousands)
(Unaudited)

  Labor Commitments

     Approximately 80% of the Company’s U.S. based workforce are represented by the United Steelworker’s of America (the “USWA”) and are working under agreements that expire as follows: March 31, 2006 (Hawesville) and May 31, 2006 (Ravenswood).

     There are six national labor unions representing Nordural’s work force. The current contract with these unions expires on December 31, 2004. The terms of a new contract are currently being negotiated.

  Other Commitments and Contingencies

     The Company may be required to make post-closing payments to Southwire up to an aggregate maximum of $7,000 if the price of primary aluminum on the LME exceeds specified levels during the seven years following closing of the Hawesville Acquisition in April 2001. No post-closing payments were made to Southwire through September 30, 2004; however, if LME prices remain at or above current levels, Southwire would be entitled to receive the entire $7,000 in 2005.

8. Forward Delivery Contracts and Financial Instruments

     As a producer of primary aluminum products, the Company is exposed to fluctuating raw material and primary aluminum prices. The Company routinely enters into fixed and market priced contracts for the sale of primary aluminum and the purchase of raw materials in future periods.

   Alumina Tolling

     Nordural is party to a long-term alumina tolling contract with a subsidiary of BHP Billiton (the “Tolling Agreement”) which is due to expire December 31, 2013. Under this contract, which is for all of the Nordural facility’s existing production capacity, Nordural receives an LME-based fee for the conversion of alumina, supplied by BHP Billiton, into primary aluminum. The contract includes customary termination provisions upon a force majeure event or material breach that could result in early termination. On August 1, 2004, the Company entered into a ten-year alumina toll conversion agreement with Glencore for Nordural’s expansion capacity. That contract also provides Nordural with an LME-based fee. The contract is effective in mid-2006.

   Primary Aluminum Sales Agreements

     Century has a contract with Pechiney (the “Pechiney Metal Agreement”) under which Pechiney purchases 23 to 27 million pounds, per month, of molten aluminum produced at the Ravenswood facility through December 31, 2005, at a price determined by reference to the U.S. Midwest Market Price. This contract will be automatically extended through July 31, 2007 provided that the Company’s power contract for the Ravenswood facility is extended or replaced through that date. Pechiney has the right, upon twelve months notice, to reduce its purchase obligations by 50% under this contract. In December 2003, Alcan Inc. (“Alcan”) completed an acquisition of Pechiney.

     The Pechiney rolling mill that purchases primary aluminum from the Company under this contract is located adjacent to the Ravenswood facility, which allows the Company to deliver molten aluminum, thereby reducing its casting and shipping costs. If Alcan materially reduces its purchases or fails to renew the contract when it expires, the Company’s casting, shipping and marketing costs at the Ravenswood facility would increase.

     On April 1, 2000, the Company entered into an agreement with Glencore, expiring December 31, 2009, to sell and deliver monthly, primary aluminum totaling approximately 110 million pounds per year at a fixed price for the years 2002 through 2009 (the “Original Sales Contract”). In January 2003, Century and Glencore agreed to terminate and settle the Original Sales Contract for the years 2005 through 2009. At that time, the parties entered into a new contract (the “New Sales Contract”) that requires Century to deliver the same quantity of primary aluminum as did the Original Sales Contract for these years. The New Sales Contract provides for variable pricing

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CENTURY ALUMINUM COMPANY
Notes to Consolidated Financial Statements
Nine month periods ended September 30, 2004 and 2003
(Dollars in thousands)
(Unaudited)

determined by reference to the LME for the years 2005 through 2009. For deliveries through 2004, the price of primary aluminum delivered will remain fixed.

     Prior to the January 2003 agreement to terminate and settle the years 2005 though 2009 of the Original Sales Contract, the Company had been classifying and accounting for it as a normal sales contract under SFAS No. 133, “Accounting for Derivative Instruments and Hedging Activities.” A contract that is so designated and that meets other conditions established by SFAS No. 133 is exempt from the requirements of SFAS No. 133, although by its terms the contract would otherwise be accounted for as a derivative instrument. Accordingly, prior to January 2003, the Original Sales Contract was recorded on an accrual basis of accounting and changes in the fair value of the Original Sales Contract were not recognized.

     According to SFAS No. 133, it must be probable that at inception and throughout its term, a contract classified as “normal” will not result in a net settlement and will result in physical delivery. In April 2003, the Company and Glencore net settled a significant portion of the Original Sales Contract, and it no longer qualified for the “normal” exception of SFAS No. 133. The Company marked the Original Sales Contract to current fair value in its entirety. Accordingly, in the first quarter of 2003 the Company recorded a derivative asset and a pre-tax gain of $41,700. Of the total recorded gain, $26,100 related to the favorable terms of the Original Sales Contract for the years 2005 through 2009, and $15,600 relates to the favorable terms of the Original Sales Contract for 2003 through 2004.

     The Company determined the fair value by estimating the excess of the contractual cash flows of the Original Sales Contract (using contractual prices and quantities) above the estimated cash flows of a contract based on identical quantities using LME-quoted prevailing forward market prices for aluminum plus an estimated U.S. Midwest premium adjusted for delivery considerations. The Company discounted the excess estimated cash flows to present value using a discount rate of 7%.

     On April 1, 2003, the Company received $35,500 from Glencore, $26,100 of which related to the settlement of the Original Sales Contract for the years 2005 through 2009, and $9,400 of which represented the fair value of the New Sales Contracts discussed below. In January 2003, the Company began accounting for the unsettled portion of the Original Sales Contract (years 2003 and 2004) as a derivative and recognizing period-to-period changes in fair value in current income. The Company also accounts for the New Sales Contract as a derivative instrument under SFAS No. 133. The Company has not designated the New Sales Contract as “normal” because it replaces and substitutes for a significant portion of the Original Sales Contract which, after January 2003, no longer qualified for this designation. The $9,400 initial fair value of the New Sales Contract is a derivative liability and represents the present value of the contract’s favorable term to Glencore in that the New Sales Contract excludes from its variable price an estimated U.S. Midwest premium, adjusted for delivery considerations. Because the New Sales Contract is variably priced, the Company does not expect significant variability in its fair value, other than changes that might result from the absence of the U.S. Midwest premium.

     In connection with the acquisition of the Hawesville facility in April 2001, the Company entered into a 10-year contract with Southwire (the “Southwire Metal Agreement”) to supply 240 million pounds of high-purity molten aluminum annually to Southwire’s wire and cable manufacturing facility located adjacent to the Hawesville facility. Under this contract, Southwire will also purchase 60.0 million pounds of standard grade molten aluminum each year for the first five years of the contract, with an option to purchase an equal amount in each of the remaining five years. Southwire has exercised this option through 2008. Prior to the acquisition of the 20% interest in the Hawesville facility on April 1, 2003, the Company and Glencore were each responsible for providing a pro rata portion of the aluminum supplied to Southwire under this contract. In connection with the Company’s acquisition of the 20% interest in the Hawesville facility, the Company assumed Glencore’s delivery obligations under the Southwire Metal Agreement. The price for the molten aluminum to be delivered to Southwire from the Hawesville facility is variable and will be determined by reference to the U.S. Midwest Market Price. This agreement expires on March 31, 2011, and will automatically renew for additional five-year terms, unless either party provides 12 months notice that it has elected not to renew.

     In connection with the acquisition of the 20% interest in the Hawesville facility, the Company entered into a ten-year contract with Glencore (the “Glencore Metal Agreement”) from 2004 through 2013 under which Glencore will purchase approximately 45 million pounds per year of primary aluminum produced at the Ravenswood and Mt.

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CENTURY ALUMINUM COMPANY
Notes to Consolidated Financial Statements
Nine month periods ended September 30, 2004 and 2003
(Dollars in thousands)
(Unaudited)

Holly facilities, at prices 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.

     Apart from the Pechiney Metal Agreement, the Glencore Metal Agreement, Original Sales Contract, New Sales Contract and Southwire Metal Agreement, the Company had forward delivery contracts to sell 194.3 million pounds and 351.8 million pounds of primary aluminum at September 30, 2004 and December 31, 2003, respectively. Of these forward delivery contracts, the Company had fixed price commitments to sell 12.8 million pounds and 70.5 million pounds of primary aluminum at September 30, 2004 and December 31, 2003, respectively. Of these forward delivery contracts, 5.6 million pounds and 53.5 million pounds at September 30, 2004 and December 31, 2003, respectively, were with Glencore.

   Alumina Purchase Agreements

     The Company is party to long-term supply agreements with Glencore for the supply of alumina to the Company’s Ravenswood and Mt. Holly facilities that extend through December 2006 and January 2008 at prices indexed to the price of primary aluminum quoted on the LME.

     Prior to October 1, 2004, the Company purchased the alumina used at its Hawesville facility from Kaiser under a long term agreement that ran through December 2006. Kaiser filed for bankruptcy under Chapter 11 of the Bankruptcy Code in February 2002. Subsequent to that date, and with bankruptcy court approval, Kaiser agreed to assume the Company’s alumina supply agreement and a new alumina supply agreement for the Company’s Hawesville facility for the years 2006 through 2008. Through September 30, 2004, Kaiser continued to supply alumina to the Company pursuant to the terms of its agreement.

     On October 1, 2004, the Company and Noranda, Inc. jointly acquired the Gramercy alumina refinery and related Jamaican bauxite mining assets from Kaiser for $23,000, subject to closing adjustments. Century and Noranda each paid one-half, or $11,500, of the purchase price.

     The price the Company pays for alumina used by the Hawesville facility is now based on the cost of alumina production, rather than the LME price for primary aluminum. Those production costs may be materially higher than an LME-based price. The impact of the Gramercy acquisition to the Company’s cost of goods sold may not be materially different than under the Company’s existing LME-based contract with Gramercy in periods of high aluminum prices such as the Company is currently experiencing. However, the Company believes that the price of alumina based on production costs at Gramercy could be materially higher than under the LME-based contract price in periods when aluminum prices are low and natural gas prices are high.

   Anode Purchase Agreement

     Nordural has a contract for the supply of anodes for its existing capacity which expires in 2013. Pricing for the anode contract is variable and is indexed to the raw material market for petroleum coke products, certain labor rates, and maintenance cost indices.

   Financial Sales and Purchase Agreements

     To mitigate the volatility in its unpriced forward delivery contracts, the Company enters into fixed price financial sales contracts, which settle in cash in the period corresponding to the intended delivery dates of the forward delivery contracts. Certain of these fixed price financial sales contracts are accounted for as cash flow hedges depending on the Company’s designation of each contract at its inception.

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CENTURY ALUMINUM COMPANY
Notes to Consolidated Financial Statements
Nine month periods ended September 30, 2004 and 2003
(Dollars in thousands)
(Unaudited)

Fixed Price Financial Sales Contracts at September 30, 2004:

                                         
    (Millions of pounds)
    2004
  2005
  2006
  2007
  Total
Aluminum
    33.1       425.7       86.5       4.4       549.7  

     At September 30, 2004 and December 31, 2003, the Company had fixed price financial sales contracts with Glencore for 549.7 million pounds and 102.9 million pounds, respectively, of which 538.7 million pounds and 58.8 million pounds, respectively, were designated as cash flow hedges. These financial instruments are scheduled for settlement at various dates through 2007. The Company had no fixed price financial purchase contracts to purchase aluminum at September 30, 2004 or December 31, 2003. Additionally, to mitigate the volatility of the natural gas markets, the Company enters into fixed price financial purchase contracts, accounted for as cash flow hedges, which settle in cash in the period corresponding to the intended usage of natural gas.

Fixed Price Financial Purchase Contracts at September 30, 2004:

                                                 
    (Thousands of DTH)
    2004
  2005
  2006
  2007
  2008
  Total
Natural Gas
    420       1,280       480       480       480       3,140  

     At September 30, 2004 and December 31, 2003, the Company had financial purchase contracts for 3.1 million and 2.7 million DTH (one decatherm is equivalent to one million British Thermal Units), respectively. These financial instruments are scheduled for settlement at various dates through 2008.

     Based on the fair value of the Company’s fixed price financial sales contracts and financial purchase contracts as of September 30, 2004, accumulated other comprehensive loss of $17,599 is expected to be reclassified as a reduction to earnings over the next twelve month period.

     The forward financial sales and purchase contracts are subject to the risk of non-performance by the counterparties. However, the Company only enters into forward financial contracts with counterparties it determines to be creditworthy. If any counterparty failed to perform according to the terms of the contract, the accounting impact would be limited to the difference between the nominal value of the contract and the market value on the date of settlement.

9. Supplemental Cash Flow Information

     In the nine months ended September 30, 2004, the Company had two significant non-cash equity transactions. In April 2004, the Company issued approximately 67,000 shares of common stock to satisfy a performance share liability of $1,630 to certain employees of the Company. Additionally, in May 2004, Glencore exercised its option to convert its shares of cumulative convertible preferred stock. The Company issued 1,395,089 shares of common stock in exchange for Glencore’s $25,000 of preferred stock, see Note 14.

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CENTURY ALUMINUM COMPANY
Notes to Consolidated Financial Statements
Nine month periods ended September 30, 2004 and 2003
(Dollars in thousands)
(Unaudited)

                 
    Nine months ended
    September 30,
    2004
  2003
Cash paid for:
               
Interest
  $ 36,152     $ 19,169  
Income tax
    198        
Cash received for:
               
Interest
    843       278  
Income tax refunds
    135        
Seller financing related to the acquisition of the 20% interest in the Hawesville facility
          40,000  

10. Asset Retirement Obligations

     In June 2001, the Financial Accounting Standards Board (“FASB”) issued SFAS No. 143, “Accounting for Asset Retirement Obligations.” This Statement establishes standards for accounting for legal obligations associated with the retirement of tangible long-lived assets and the associated asset retirement costs. The Company adopted the Standard during the first quarter of 2003. SFAS 143 requires that the Company record the fair value of a legal liability for an asset retirement obligation (“ARO”) in the period in which it is incurred and capitalize the ARO by increasing the carrying amount of the related asset. The liability is accreted to its present value each period and the capitalized cost is depreciated over the useful life of the related asset. The Company’s asset retirement obligations consist primarily of costs associated with the removal and disposal of spent pot liner from its reduction facilities.

     With the adoption of SFAS 143 on January 1, 2003, Century recorded an ARO asset of $6,484, net of accumulated amortization of $7,372, a deferred tax asset of $3,430, and an ARO liability of $14,220. The net amount initially recognized as a result of applying the Statement was reported as a cumulative effect of a change in accounting principle. The Company recorded a one-time, non-cash charge of $5,878, for the cumulative effect of a change in accounting principle. For the year ended December 31, 2003, $1,795 of the additional ARO liability incurred was related to the acquisition of the 20% interest in the Hawesville facility in April 2003.

     The reconciliation of the changes in the asset retirement obligations is presented below:

                 
    For the Nine   For the Year
    months ended   ended December
    September 30, 2004
  31, 2003
Beginning balance, ARO liability
  $ 16,495     $ 14,220  
Additional ARO liability incurred
    1,032       3,402  
ARO liabilities settled
    (2,515 )     (2,423 )
Accretion expense
    2,035       1,296  
 
   
 
     
 
 
Ending balance, ARO liability
  $ 17,047     $ 16,495  
 
   
 
     
 
 

11. New Accounting Standards

     Accounting for the Medicare Act

     On December 8, 2003, the “Medicare Prescription Drug Improvement and Modernization Act of 2003” (“the Act”) was signed into law. The Act introduces a prescription drug benefit under Medicare as well as a federal

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CENTURY ALUMINUM COMPANY
Notes to Consolidated Financial Statements
Nine month periods ended September 30, 2004 and 2003
(Dollars in thousands)
(Unaudited)

subsidy to sponsors of retiree health care benefit plans that provide a benefit that is at least “actuarially equivalent” to Medicare Part D.

     In the second quarter of 2004, a Financial Accounting Standards Board (FASB) Staff Position (FSP FAS106-2, “Accounting and Disclosure Requirements Related to the Medicare Prescription Drug Improvement and Modernization Act of 2003”) was issued providing guidance on the accounting for the effects of the Act for employers that sponsor postretirement health care plans that provide prescription drug benefits. This FSP superseded FSP FAS 106-1, “Accounting and Disclosure Requirements Related to the Medicare Prescription Drug Improvement and Modernization Act of 2003.” The FSP is effective for the first interim or annual period beginning after June 15, 2004.

     The guidance in this FSP applies only to the sponsor of a single-employer defined benefit postretirement health plan for which the employer has concluded that prescription drug benefits available under the plan are actuarially equivalent and thus qualify for the subsidy under the Act and the expected subsidy will offset or reduce the employer’s share of the costs of postretirement prescription drug coverage provided by the plan. The Company determined that its plans were actuarially equivalent and elected to adopt the provisions of FSP FAS 106-2 in the third quarter of 2004 on a prospective basis. The Company compared the Medicare Part D plan to its retiree prescription drug coverage using actuarial equivalencies and reflecting the retiree premiums and cost sharing provisions of the various plans. This analysis showed Century’s plans provide more valuable benefits to retirees than the Medicare Part D plan. Based on the Company’s understanding of the intent of the Act and subsequent proposed regulations, the Company still believes its plans will meet the actuarial equivalence requirements necessary to receive the Medicare reimbursement.

     For retirees with post-65 prescription drug benefits, Century estimates the net effect on post-65 per capita medical and prescription drug costs to be a reduction of approximately 11 to 14% due to the Medicare reimbursement. The changes are assumed to have no impact on future participation rates in Century’s post-65 prescription drug programs.

     The Company has reduced its accumulated benefit obligation (ABO) for the subsidy related to benefits attributed to past service by approximately $16,400. The reduction will be recognized on the balance sheet through amortization. The effect of the subsidy on the measurement of net periodic postretirement benefit cost for the third and fourth quarters of 2004 is expected to be approximately $1,310 and will be recognized evenly over the third and fourth quarters. The effect will include lower amortization of actuarial losses of approximately $490, lower service costs of approximately $310, and lower interest costs on the ABO of approximately $510 for the third and fourth quarters. For further information on postretirement costs, see Note 15, “Components of Net Periodic Benefit Cost.”

     Accounting for the FASB Interpretation No. 46 (revised December 2003)

     In December 2003, the FASB issued FASB Interpretation (“FIN”) No. 46 (revised December 2003), “Consolidation of Variable Interest Entities.” This Interpretation clarifies the application of Accounting Research Bulletin (“ARB”) No. 51, “Consolidated Financial Statements” and replaces FIN No. 46, “Consolidation of Variable Interest Entities.” The Interpretation explains how to identify variable interest entities and how an enterprise assesses its interests in a variable interest entity to decide whether to consolidate that entity. The effective date of this Interpretation varies depending on several factors, including public status of the entity, small business issuer status, and whether the public entities currently have any interests in special-purpose entities. Century applied this Interpretation in the first quarter of 2004. The application of FIN No. 46 had no impact on the Company’s Consolidated Financial Statements.

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CENTURY ALUMINUM COMPANY
Notes to Consolidated Financial Statements
Nine month periods ended September 30, 2004 and 2003
(Dollars in thousands)
(Unaudited)

12. Comprehensive Income and Accumulated Other Comprehensive Income (Loss)

                 
    Nine months ended
    September 30,
    2004
  2003
Net income
  $ 7,039     $ 7,221  
Other comprehensive income (loss):
               
Net unrealized gain (loss) on financial instruments, net of tax of $13,806 and $51, respectively
    (24,230 )     (140 )
Net amount reclassified as loss (income), net of tax of ($1,306) and $3,632, respectively
    2,349       (6,443 )
Minimum pension liability adjustment, net of tax of $0 and 1,122
          (1,995 )
 
   
 
     
 
 
Comprehensive loss
  $ (14,842 )   $ (1,357 )
 
   
 
     
 
 

   Composition of Accumulated Other Comprehensive Loss:

                 
    September 30,   December 31,
    2004
  2003
Net unrealized loss on financial instruments, net of tax of $13,374 and $864
  $ (23,472 )   $ (1,591 )
Minimum pension liability adjustment, net of tax of $2,042 and $2,042
    (3,631 )     (3,631 )
 
   
 
     
 
 
Total accumulated other comprehensive loss
  $ (27,103 )   $ (5,222 )
 
   
 
     
 
 

13. Earnings Per Share

     The following table provides a reconciliation of the computation of the basic and diluted earnings per share for income from continuing operations:

                                                 
    Three months ended September 30,
    2004
  2003
    Income
  Shares
  Per-Share
  Income
  Shares
  Per-Share
Loss before cumulative effect of change in accounting principle
  $ (16,049 )                   $ (5,367 )                
Less: Preferred stock dividends
                          (500 )                
 
   
 
                     
 
                 
Basic EPS:
                                               
Loss applicable to common shareholders
    (16,049 )     31,754     $ (0.51 )     (5,867 )     21,070     $ (0.28 )
Effect of Dilutive Securities:
                                               
Plus: Incremental Shares
                                       
 
   
 
     
 
             
 
     
 
         
Diluted EPS:
                                               
Loss applicable to common shareholders with assumed conversions
  $ (16,049 )     31,754     $ (0.51 )   $ (5,867 )     21,070     $ (0.28 )
 
   
 
     
 
     
 
     
 
     
 
     
 
 

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CENTURY ALUMINUM COMPANY
Notes to Consolidated Financial Statements
Nine month periods ended September 30, 2004 and 2003
(Dollars in thousands)
(Unaudited)

 

                                                 
    Nine months ended September 30,
    2004
  2003
    Income
  Shares
  Per-Share
  Income
  Shares
  Per-Share
Income before cumulative effect of change in accounting principle
  $ 7,039                     $ 13,099                  
Less: Preferred stock dividends
    (769 )                     (1,500 )                
 
   
 
                     
 
                 
Basic EPS:
                                               
Income applicable to common shareholders
    6,270       27,542     $ 0.23       11,599       21,070     $ 0.55  
Effect of Dilutive Securities:
                                               
Plus: Incremental shares from assumed conversion of stock options
          117                     4          
 
   
 
     
 
             
 
     
 
         
Diluted EPS:
                                               
Income applicable to common shareholders with assumed conversions
  $ 6,270       27,659     $ 0.23     $ 11,599       21,074     $ 0.55  
 
   
 
     
 
     
 
     
 
     
 
     
 
 

     Options to purchase 313,179 and 711,867 shares of common stock were outstanding during the periods ended September 30, 2004 and 2003, respectively. For the nine month periods ended September 30, 2004 and 2003, incremental shares from the assumed conversion of stock options of 117,152 and 4,302 were included in the calculation of diluted earnings per share based upon the average market price of the common shares during the period; for the three month periods ended September 30, 2004 and 2003, no incremental shares were included in the calculation of diluted earnings per share because of the antidilutive effect.

14. Preferred Stock Dividends and Conversion

     In May 2004, the Company used a portion of the proceeds from a registered equity offering that closed in April 2004 to pay preferred stock dividends of $3,269 or $6.54 per preferred stock share. In May 2004, Glencore exercised its option to convert its $25,000 8.0% cumulative convertible preferred stock into shares of the Company’s common stock at a price of $17.92 per common share. The Company issued 1,395,089 shares of its common stock to Glencore in the conversion.

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CENTURY ALUMINUM COMPANY
Notes to Consolidated Financial Statements
Nine month periods ended September 30, 2004 and 2003
(Dollars in thousands)
(Unaudited)

15. Components of Net Periodic Benefit Cost

                                 
    Three months ended September 30,
    Pension Benefits
  Other Benefits
    2004
  2003
  2004
  2003
Service cost
  $ 846     $ 830     $ 890     $ 935  
Interest cost
    1,066       934       1,672       1,698  
Expected return on plan assets
    (1,187 )     (858 )            
Amortization of prior service cost
    210       304       (84 )     (84 )
Amortization of net gain
    81       207       299       370  
 
   
 
     
 
     
 
     
 
 
Net periodic benefit cost
  $ 1,016     $ 1,417     $ 2,777     $ 2,919  
 
   
 
     
 
     
 
     
 
 
                                 
    Nine months ended September 30,
    Pension Benefits
  Other Benefits
    2004
  2003
  2004
  2003
Service cost
  $ 2,524     $ 2,512     $ 3,192     $ 2,813  
Interest cost
    3,195       2,829       5,663       5,110  
Expected return on plan assets
    (3,563 )     (2,598 )            
Amortization of prior service cost
    631       919       (253 )     (252 )
Amortization of net gain
    244       626       1,532       1,112  
 
   
 
     
 
     
 
     
 
 
Net periodic benefit cost
  $ 3,031     $ 4,288     $ 10,134     $ 8,783  
 
   
 
     
 
     
 
     
 
 

     Employer Contributions

     The Company previously disclosed in its financial statements for the year ended December 31, 2003, that it expects to contribute $3,300 to its pension plans in 2004. As of September 30, 2004, contributions of $2,206 have been made.

     Medicare Act

     In the third quarter of 2004, the Company elected to start recording the benefits of a federal reimbursement for retiree prescription drug costs that will result from the Medicare legislation enacted in December 2003. The total reduction in 2004 postretirement medical expenses for the third and fourth quarters as a result of this federal reimbursement is anticipated to be approximately $1,310, of which approximately $655 was recorded in the third quarter of 2004. Century’s adoption of FSP 106-2 in conjunction with the change in Medicare prescription drug coverage reduced these costs (see Note 11, “Recently Issued Accounting Standards” for further information).

16. Restricted Cash

     At September 30, 2004, the Company had $1,675 in restricted cash held in escrow accounts for security of workers compensation self-insurance obligations.

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CENTURY ALUMINUM COMPANY
Notes to Consolidated Financial Statements
Nine month periods ended September 30, 2004 and 2003
(Dollars in thousands)
(Unaudited)

17. Condensed Consolidating Financial Information

     The Company’s 11.75% Senior Secured First Mortgage Notes due 2008, 7.5% Senior Unsecured Notes due 2014, and 1.75% Convertible Senior Notes due 2024 are jointly and severally and fully and unconditionally guaranteed by all of the Company’s wholly owned direct and indirect domestic subsidiaries other than the LLC and a subsidiary formed in connection with the Nordural acquisition (together with the Company’s foreign subsidiaries, the “Non-Guarantor Subsidiaries”). The Company’s policy for financial reporting purposes is to allocate expenses to subsidiaries. For the three months ended September 30, 2004 and September 30, 2003, the Company allocated total corporate expenses of $48,274 and $285 to its subsidiaries, respectively. For the nine months ended September 30, 2004 and September 30, 2003, the Company allocated total corporate expenses of $48,330 and $2,875 to its subsidiaries, respectively. Additionally, the Company charges interest on certain intercompany balances.

     Because certain Non-Guarantor Subsidiaries are not “minor” as defined in Rule 3-10(f) of Regulation S-X under the Securities Exchange Act of 1934, as amended, the Company is providing the condensed consolidating financial information required under Rule 3-10(f). See Note 6 to the Consolidated Financial Statements for information about the terms of these notes.

     The following summarized condensed consolidating balance sheets as of September 30, 2004 and December 31, 2003, condensed consolidating statements of operations for the three and nine months ended September 30, 2004 and September 30, 2003 and the condensed consolidating statements of cash flows for the nine months ended September 30, 2004 and September 30, 2003 present separate results for Century Aluminum Company, the Guarantor Subsidiaries and the Non-Guarantor Subsidiaries.

     This summarized condensed consolidating financial information may not necessarily be indicative of the results of operations or financial position had the Company, the Guarantor Subsidiaries or the Non-Guarantor Subsidiaries operated as independent entities.

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CENTURY ALUMINUM COMPANY
Notes to Consolidated Financial Statements
Nine month periods ended September 30, 2004 and 2003
(Dollars in thousands)
(Unaudited)

CONDENSED CONSOLIDATING BALANCE SHEET
As of September 30, 2004

                                         
    Combined   Combined            
    Guarantor   Non-Guarantor   The   Reclassifications    
    Subsidiaries
  Subsidiaries
  Company
  and Eliminations
  Consolidated
ASSETS
                                       
Current Assets:
                                       
Cash and cash equivalents
  $     $ 29,914     $ 46,560     $     $ 76,474  
Restricted cash
    1,173       502                   1,675  
Accounts receivables, net
    61,716       8,762                   70,478  
Due from affiliates
    148,253       18,118       654,316       (808,593 )     12,094  
Inventories
    67,262       35,390                   102,652  
Prepaid and other current assets
    2,027       2,359       4,510             8,896  
Deferred taxes — current portion
    12,796                         12,796  
 
   
 
     
 
     
 
     
 
     
 
 
Total current assets
    293,227       95,045       705,386       (808,593 )     285,065  
Investment in subsidiaries
    69,474             265,019       (334,493 )      
Property, plant and equipment, net
    470,983       283,096       128             754,207  
Intangible asset — net
          89,891                   89,891  
Goodwill
          107,259                   107,259  
Deferred tax asset – less current portion
          1,181       16,165       (17,346 )      
Other assets
    15,986             21,990             37,976  
 
   
 
     
 
     
 
     
 
     
 
 
Total assets
  $ 849,670     $ 576,472     $ 1,008,688     $ (1,160,432 )   $ 1,274,398  
 
   
 
     
 
     
 
     
 
     
 
 
LIABILITIES AND SHAREHOLDERS’ EQUITY
                                       
Current Liabilities:
                                       
Accounts payable, trade
  $ 11,271     $ 41,336     $     $     $ 52,607  
Due to affiliates
    89,723             154,275       (186,296 )     57,702  
Industrial revenue bonds
    7,815                         7,815  
Accrued and other current liabilities
    13,898       9,798       20,541             44,237  
Current portion of long-term debt
          5,945                   5,945  
Accrued employee benefits costs – current portion
    6,375       1,920                   8,295  
Convertible senior notes payable
                175,000             175,000  
 
   
 
     
 
     
 
     
 
     
 
 
Total current liabilities
    129,082       58,999       349,816       (186,296 )     351,601  
 
   
 
     
 
     
 
     
 
     
 
 
Senior secured notes payable – net
                9,874             9,874  
Senior unsecured notes payable
                250,000             250,000  
Nordural long-term debt
          77,425                   77,425  
Accrued pension benefits costs – less current portion
                12,003             12,003  
Accrued postretirement benefits costs – less current portion
    56,652       27,381       838             84,871  
Other liabilities/intercompany loan
    437,250       219,856             (622,227 )     34,879  
Due to affiliates – less current portion
    9,978                         9,978  
Deferred taxes – less current portion
    59,235       15,791             (17,416 )     57,610  
 
   
 
     
 
     
 
     
 
     
 
 
Total non-current liabilities
    563,115       340,453       272,715       (639,643 )     536,640  
 
   
 
     
 
     
 
     
 
     
 
 
Shareholders’ Equity:
                                       
Common stock
    59       13       320       (72 )     320  
Additional paid-in capital
    188,424       234,538       414,642       (422,962 )     414,642  
Accumulated other comprehensive income (loss)
    (26,462 )           (27,103 )     26,462       (27,103 )
Retained earnings (deficit)
    (4,548 )     (57,531 )     (1,702 )     62,079       (1,702 )
 
   
 
     
 
     
 
     
 
     
 
 
Total shareholders’ equity
    157,473       177,020       386,157       (334,493 )     386,157  
 
   
 
     
 
     
 
     
 
     
 
 
Total liabilities and equity
  $ 849,670     $ 576,472     $ 1,008,688     $ (1,160,432 )   $ 1,274,398  
 
   
 
     
 
     
 
     
 
     
 
 

24


Table of Contents

CENTURY ALUMINUM COMPANY
Notes to Consolidated Financial Statements
Nine month periods ended September 30, 2004 and 2003
(Dollars in thousands)
(Unaudited)

CONDENSED CONSOLIDATING BALANCE SHEET
As of December 31, 2003

                                         
    Combined                   Reclassifications    
    Guarantor   Non-Guarantor   The   and    
    Subsidiaries
  Subsidiary
  Company
  Eliminations
  Consolidated
ASSETS
                                       
Current Assets:
                                       
Cash and cash equivalents
  $ 104     $     $ 28,100     $     $ 28,204  
Accounts receivable – net
    51,131       239                   51,370  
Due from affiliates
    101,489       23,586       455,025       (569,143 )     10,957  
Inventories
    76,878       12,482                   89,360  
Prepaid and other assets
    850       134       3,117             4,101  
Deferred taxes – current portion
    3,413                         3,413  
 
   
 
     
 
     
 
     
 
     
 
 
Total current assets
    233,865       36,441       486,242       (569,143 )     187,405  
Investment in subsidiaries
    78,720             178,483       (257,203 )      
Property, plant and equipment – net
    489,502       5,299       156             494,957  
Intangible asset – net
          99,136                   99,136  
Other assets
    14,877             13,951             28,828  
 
   
 
     
 
     
 
     
 
     
 
 
Total
  $ 816,964     $ 140,876     $ 678,832     $ (826,346 )   $ 810,326  
 
   
 
     
 
     
 
     
 
     
 
 
LIABILITIES AND SHAREHOLDERS’ EQUITY
                                       
Current Liabilities:
                                       
Accounts payable, trade
  $ 13,137     $ 21,692     $     $     $ 34,829  
Due to affiliates
    25,392       525       116,538       (115,316 )     27,139  
Industrial revenue bonds
    7,815                         7,815  
Accrued and other current liabilities
    8,929       5,740       15,485             30,154  
Accrued employee benefits costs - current portion
    7,306       1,628                   8,934  
 
   
 
     
 
     
 
     
 
     
 
 
Total current liabilities
    62,579       29,585       132,023       (115,316 )     108,871  
 
   
 
     
 
     
 
     
 
     
 
 
Long term debt – net
                322,310             322,310  
Notes payable – affiliates
                14,000             14,000  
Accrued pension benefit costs - less current portion
                10,764             10,764  
Accrued postretirement benefit costs - less current portion
    53,234       24,334       650             78,218  
Other liabilities/intercompany loan
    478,892       8,237             (453,757 )     33,372  
Deferred taxes
    43,776             11,388       (70 )     55,094  
 
   
 
     
 
     
 
     
 
     
 
 
Total noncurrent liabilities
    575,902       32,571       359,112       (453,827 )     513,758  
 
   
 
     
 
     
 
     
 
     
 
 
Shareholders’ Equity:
                                       
Convertible preferred stock
                25,000             25,000  
Common stock
    59             211       (59 )     211  
Additional paid-in capital
    188,424       133,175       173,138       (321,599 )     173,138  
Accumulated other comprehensive income (loss)
    (4,582 )           (5,222 )     4,582       (5,222 )
Retained earnings (deficit)
    (5,418 )     (54,455 )     (5,430 )     59,873       (5,430 )
 
   
 
     
 
     
 
     
 
     
 
 
Total shareholders’ equity
    178,783       78,720       187,697       (257,203 )     187,697  
 
   
 
     
 
     
 
     
 
     
 
 
Total
  $ 816,964     $ 140,876     $ 678,832     $ (826,346 )   $ 810,326  
 
   
 
     
 
     
 
     
 
     
 
 

25


Table of Contents

CENTURY ALUMINUM COMPANY
Notes to Consolidated Financial Statements
Nine month periods ended September 30, 2004 and 2003
(Dollars in thousands)
(Unaudited)

CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS
For the Three months ended September 30, 2004

                                         
    Combined   Combined           Reclassifications    
    Guarantor   Non-Guarantor   The   and    
    Subsidiaries
  Subsidiaries
  Company
  Eliminations
  Consolidated
Net sales:
                                       
Third-party customers
  $ 200,407     $ 31,095     $     $     $ 231,502  
Related parties
    42,815                         42,815  
 
   
 
     
 
     
 
     
 
     
 
 
 
    243,222       31,095                   274,317  
Cost of goods sold
    206,384       111,063             (86,499 )     230,948  
Reimbursement from owner
          (86,540 )           86,540        
 
   
 
     
 
     
 
     
 
     
 
 
Gross profit (loss)
    36,838       6,572             (41 )     43,369  
Selling, general and administrative expenses
    7,567                         7,567  
 
   
 
     
 
     
 
     
 
     
 
 
Operating income (loss)
    29,271       6,572             (41 )     35,802  
Interest expense – third party
    (6,142 )     (4,515 )                 (10,657 )
Interest income
    370       118             29       517  
Net loss on forward contracts
    (3,149 )                       (3,149 )
Loss on early extinguishment of debt
    (47,448 )                       (47,448 )
Other income (expense), net
    3       (20 )           13       (4 )
 
   
 
     
 
     
 
     
 
     
 
 
Income (loss) before taxes, minority interest and cumulative effect of change in accounting principle
    (27,095 )     2,155             1       (24,939 )
Income tax (expense) benefit
    9,524       (1,806 )           1,172       8,890  
 
   
 
     
 
     
 
     
 
     
 
 
Net income (loss) before equity earnings (loss) of subsidiaries
    (17,571 )     349             1,173       (16,049 )
Equity earnings (loss) of subsidiaries
    (1,911 )           (16,049 )     17,960        
 
   
 
     
 
     
 
     
 
     
 
 
Net income (loss)
  $ (19,482 )   $ 349     $ (16,049 )   $ 19,133     $ (16,049 )
 
   
 
     
 
     
 
     
 
     
 
 

26


Table of Contents

CENTURY ALUMINUM COMPANY
Notes to Consolidated Financial Statements
Nine month periods ended September 30, 2004 and 2003
(Dollars in thousands)
(Unaudited)

CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS
For the Three months ended September 30, 2003

                                         
    Combined   Combined           Reclassifications    
    Guarantor   Non-Guarantor   The   and    
    Subsidiaries
  Subsidiary
  Company
  Eliminations
  Consolidated
Net sales:
                                       
Third-party customers
  $ 170,086     $     $     $     $ 170,086  
Related parties
    31,402                         31,402  
 
   
 
     
 
     
 
     
 
     
 
 
 
    201,488                         201,488  
Cost of goods sold
    186,891       83,524             (78,967 )     191,448  
Reimbursement from owner
          (78,996 )           78,996        
 
   
 
     
 
     
 
     
 
     
 
 
Gross profit (loss)
    14,597       (4,528 )           (29 )     10,040  
Selling, general and administrative expenses
    3,929                         3,929  
 
   
 
     
 
     
 
     
 
     
 
 
Operating income (loss)
    10,668       (4,528 )           (29 )     6,111  
Interest expense – third party
    (10,334 )     (30 )           23       (10,341 )
Interest expense – affiliates
    (1,000 )                       (1,000 )
Interest income
    83                         83  
Net loss on forward contracts
    (3,481 )                       (3,481 )
Other income (expense), net
    10       (26 )           6       (10 )
 
   
 
     
 
     
 
     
 
     
 
 
Loss before taxes
    (4,054 )     (4,584 )                 (8,638 )
Income tax benefit
    1,529                   1,742       3,271  
 
   
 
     
 
     
 
     
 
     
 
 
Net income (loss) before equity earnings (loss) of subsidiaries
    (2,525 )     (4,584 )           1,742       (5,367 )
Equity earnings (loss) of subsidiaries
    (2,842 )           (5,367 )     8,209        
 
   
 
     
 
     
 
     
 
     
 
 
Net income (loss)
  $ (5,367 )   $ (4,584 )   $ (5,367 )   $ 9,951     $ (5,367 )
 
   
 
     
 
     
 
     
 
     
 
 

27


Table of Contents

CENTURY ALUMINUM COMPANY
Notes to Consolidated Financial Statements
Nine month periods ended September 30, 2004 and 2003
(Dollars in thousands)
(Unaudited)

CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS
For the Nine months ended September 30, 2004

                                         
    Combined   Combined           Reclassifications    
    Guarantor   Non-Guarantor   The   and    
    Subsidiaries
  Subsidiaries
  Company
  Eliminations
  Consolidated
Net sales:
                                       
Third-party customers
  $ 596,700     $ 52,578     $     $       $ 649,278  
Related parties
    120,866                         120,866  
 
   
 
     
 
     
 
     
 
     
 
 
 
    717,566       52,578                   770,144  
Cost of goods sold
    599,282       294,843             (249,590 )     644,535  
Reimbursement from owners
          (249,705 )           249,705        
 
   
 
     
 
     
 
     
 
     
 
 
Gross profit (loss)
    118,284       7,440             (115 )     125,609  
Selling, general and administrative expenses
    16,966                         16,966  
 
   
 
     
 
     
 
     
 
     
 
 
Operating income (loss)
    101,318       7,440             (115 )     108,643  
Interest expense — third party
    (25,053 )     (7,443 )                 (32,496 )
Interest expense – related party
    (380 )                       (380 )
Interest income
    627       140             81       848  
Net loss on forward contracts
    (17,146 )                       (17,146 )
Loss on early extinguishment of debt
    (47,448 )                       (47,448 )
Other income (expense) — net
    (679 )     37             33       (609 )
 
   
 
     
 
     
 
     
 
     
 
 
Income (loss) before taxes
    11,239       174             (1 )     11,412  
Income tax (expense) benefit
    (4,636 )     (3,250 )           3,513       (4,373 )
Equity earnings (loss) of subsidiaries
    (5,733 )           7,039       (1,306 )      
 
   
 
     
 
     
 
     
 
     
 
 
Net income (loss)
  $ 870     $ (3,076 )   $ 7,039     $ 2,206     $ 7,039  
 
   
 
     
 
     
 
     
 
     
 
 

28


Table of Contents

CENTURY ALUMINUM COMPANY
Notes to Consolidated Financial Statements
Nine month periods ended September 30, 2004 and 2003
(Dollars in thousands)
(Unaudited)

CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS
For the Nine months ended September 30, 2003

                                         
    Combined   Combined           Reclassifications    
    Guarantor   Non-Guarantor   The   and    
    Subsidiaries
  Subsidiary
  Company
  Eliminations
  Consolidated
Net sales:
                                       
Third-party customers
  $ 487,287     $     $     $     $ 487,287  
Related parties
    89,377                         89,377  
 
   
 
     
 
     
 
     
 
     
 
 
 
    576,664                         576,664  
Cost of goods sold
    537,089       250,496             (236,443 )     551,142  
Reimbursement from owners
          (236,533 )           236,533        
 
   
 
     
 
     
 
     
 
     
 
 
Gross profit (loss)
    39,575       (13,963 )           (90 )     25,522  
Selling, general and administrative expenses
    12,150                         12,150  
 
   
 
     
 
     
 
     
 
     
 
 
Operating income (loss)
    27,425       (13,963 )           (90 )     13,372  
Interest expense — third party
    (30,881 )     (91 )           78       (30,894 )
Interest expense — affiliates
    (2,000 )                       (2,000 )
Interest income
    278                         278  
Net gain on forward contracts
    38,423                         38,423  
Other income (expense), net
    (481 )     (41 )           12       (510 )
 
   
 
     
 
     
 
     
 
     
 
 
Income (loss) before taxes
    32,764       (14,095 )                 18,669  
Income tax (expense) benefit
    (11,537 )                 4,981       (6,556 )
 
   
 
     
 
     
 
     
 
     
 
 
Net income (loss) before minority interest and cumulative effect of change in accounting principle
    21,227       (14,095 )           4,981       12,113  
Minority interest
                      986       986  
 
   
 
     
 
     
 
     
 
     
 
 
Net income (loss) before cumulative effect of change in accounting principle
    21,227       (14,095 )           5,967       13,099  
Cumulative effect of change in accounting principle, net of tax benefit of $3,430
    (5,878 )                       (5,878 )
Equity earnings (loss) of subsidiaries
    (8,128 )           7,221       907        
 
   
 
     
 
     
 
     
 
     
 
 
Net income (loss)
  $ 7,221     $ (14,095 )   $ 7,221     $ 6,874     $ 7,221  
 
   
 
     
 
     
 
     
 
     
 
 

29


Table of Contents

CENTURY ALUMINUM COMPANY
Notes to Consolidated Financial Statements
Nine month periods ended September 30, 2004 and 2003
(Dollars in thousands)
(Unaudited)

CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS
For the Nine months ended September 30, 2004

                                         
    Combined   Combined           Reclassifications    
    Guarantor   Non-Guarantor   The   and    
    Subsidiaries
  Subsidiaries
  Company
  Eliminations
  Consolidated
Net cash provided by (used in) operating activities
  $ (16,952 )   $ 88,816     $     $     $ 71,864  
 
   
 
     
 
     
 
     
 
     
 
 
Investing activities:
                                       
Purchase of property, plant and equipment — net
    (5,437 )     (3,395 )                 (8,832 )
Nordural expansion
          (17,482 )                 (17,482 )
Acquisitions, net of cash acquired
                (184,869 )           (184,869 )
 
   
 
     
 
     
 
     
 
     
 
 
Net cash used in investing activities
    (5,437 )     (20,877 )     (184,869 )           (211,183 )
 
   
 
     
 
     
 
     
 
     
 
 
Financing activities:
                                       
Borrowings
          569       425,000             425,569  
Repayment of debt – third party
          (107,791 )     (315,055 )           (422,846 )
Repayment of debt – related party
                (14,000 )           (14,000 )
Financing fees
                (12,805 )           (12,805 )
Dividends
                (3,311 )           (3,311 )
Intercompany transactions
    22,285       69,197       (91,482 )            
Issuance of common stock
                214,982             214,982  
 
   
 
     
 
     
 
     
 
     
 
 
Net cash provided by (used in) financing activities
    22,285       (38,025 )     203,329             187,589  
 
   
 
     
 
     
 
     
 
     
 
 
Net increase (decrease) in cash
    (104 )     29,914       18,460             48,270  
Cash, beginning of period
    104             28,100             28,204  
 
   
 
     
 
     
 
     
 
     
 
 
Cash, end of period
  $     $ 29,914     $ 46,560     $     $ 76,474  
 
   
 
     
 
     
 
     
 
     
 
 

30


Table of Contents

CENTURY ALUMINUM COMPANY
Notes to Consolidated Financial Statements
Nine month periods ended September 30, 2004 and 2003
(Dollars in thousands)
(Unaudited)

CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS
For the Nine months ended September 30, 2003

                                         
    Combined   Combined           Reclassifications    
    Guarantor   Non-guarantor   The   and    
    Subsidiaries
  Subsidiary
  Company
  Eliminations
  Consolidated
Net cash provided by operating activities
  $ 75,976     $ 2,066     $     $     $ 78,042  
 
   
 
     
 
     
 
     
 
     
 
 
Investing activities:
                                       
Purchase of property, plant and equipment, net
    (11,522 )     (736 )     (131 )           (12,389 )
Acquisition of minority interest
                (59,837 )             (59,837 )
 
   
 
     
 
     
 
     
 
     
 
 
Net cash used in investing activities
    (11,522 )     (736 )     (59,968 )           (72,226 )
 
   
 
     
 
     
 
     
 
     
 
 
Financing activities:
                                       
Financing Fees
                (297 )           (297 )
Dividends
                (11 )           (11 )
Intercompany transactions
    (65,013 )     (1,124 )     66,137              
Issuance of common stock
                3             3  
 
   
 
     
 
     
 
     
 
     
 
 
Net cash provided by (used in) financing activities
    (65,013 )     (1,124 )     65,832             (305 )
 
   
 
     
 
     
 
     
 
     
 
 
Net increase (decrease) in cash
    (559 )     206       5,864             5,511  
Cash, beginning of period
    745             44,347             45,092  
 
   
 
     
 
     
 
     
 
     
 
 
Cash, end of period
  $ 186     $ 206     $ 50,211     $     $ 50,603  
 
   
 
     
 
     
 
     
 
     
 
 

18. Equity Offering

     In April 2004, the Company completed a public equity offering of 9,000,000 shares of its common stock at a price to the public of $24.50 per share. The Company received $208,211 in net proceeds from the offering. The Company used: (1) $195,346 to fund the Nordural acquisition, including $2,652 in transaction fees and expenses; (2) $12,000 to repay the remaining principal outstanding under the Glencore Note; and (3) the remaining proceeds plus available cash to pay dividends of $3,269 on the Company’s cumulative convertible preferred stock.

19. Subsequent Events

     On November 3, 2004, the Company announced plans to further increase primary aluminum capacity at its Nordural subsidiary’s operations in Iceland.

     The decision follows an agreement reached with Hitaveita Sudurnesja and Orkuveita Reykjavikur for additional long-term supplies of electric power.

     The current expansion project to add 90,000 metric tons per year (mtpy) of capacity is being increased by 32,000 mtpy which will raise the plant’s total capacity to 212,000 mtpy by October 2006. The energy agreement includes power for an additional 8,000 mtpy of capacity that is subject to certain conditions, including the completion of a power transmission agreement. This would bring total capacity of the plant to 220,000 mtpy by late 2006. A decision on the additional 8,000 mtpy of capacity is expected in the next several months.

     The 32,000 mtpy of added capacity is estimated to cost $106 million, bringing total cost for the expansion to 212,000 mtpy to approximately $454 million. The electric power for the expansion is being supplied by the two Icelandic companies from geothermal sources at rates indexed to the LME price of primary aluminum.

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CENTURY ALUMINUM COMPANY
Notes to Consolidated Financial Statements
Nine month periods ended September 30, 2004 and 2003
(Dollars in thousands)
(Unaudited)

     Following completion of the expansion, Nordural will have all the infrastructure and support facilities necessary for further expansion to 260,000 mtpy. This expansion would be made at relatively low capital cost. Century is in discussions with Orkuveita Reykjavikur for electric power to support this further expansion.

     The first 90,000 mtpy of the expansion will be financed through cash flow and Nordural bank financing. The financing is being arranged by Icelandic banks and is non-recourse to Century (see Note 6 — Debt). The Company is evaluating financing options for the added 32,000 mtpy of capacity.

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    FORWARD-LOOKING STATEMENTS – CAUTIONARY STATEMENT UNDER THE PRIVATE SECURITIES REFORM ACT OF 1995.

          This Quarterly Report on Form 10-Q contains forward-looking statements. The Company has based these forward-looking statements on current expectations and projections about future events. Many of these statements may be identified by the use of forward-looking words such as “expects,” “anticipates,” “plans,” “believes,” “projects,” “estimates,” “should,” and “potential” and variations of such words. All of these forward-looking statements are based on estimates and assumptions made by management that, although believed to be reasonable, are inherently uncertain. There can be no assurance that any of such estimates or statements will be realized and actual results may differ materially from those contemplated by such forward looking statements. Factors that may cause such differences include:

  The Company’s high level of indebtedness reduces cash available for other purposes and limits the Company’s ability to incur additional debt and pursue its growth strategy;
 
  The cyclical nature of the aluminum industry causes variability in the Company’s earnings and cash flows;
 
  The loss of a major customer would increase the Company’s production costs at those facilities which deliver molten aluminum;
 
  The Company could suffer losses due to a temporary or prolonged interruption of the supply of electrical power to its facilities, which can be caused by unusually high demand, blackouts, equipment failure, natural disasters or other catastrophic events;
 
  Due to increasing prices for alumina, the principal raw material used in primary aluminum production, changes to or disruptions in the Company’s current alumina supply arrangements would materially impact its raw material costs;
 
  By expanding its geographic presence and diversifying its operations through the acquisition of bauxite mining and alumina refining assets, the Company is exposed to new risks that could adversely affect its business;
 
  Changes in the relative cost of certain raw materials and energy compared to the price of primary aluminum could affect the Company’s margins;
 
  Most of the Company’s employees are unionized and any labor dispute or failure to successfully renegotiate an existing labor agreement could materially impair the Company’s ability to conduct its production operations at its unionized facilities;
 
  The Company is subject to a variety of environmental laws that could result in costs or liabilities; and
 
  The Company may not realize the expected benefits of its growth strategy if the Company is unable to successfully integrate the businesses it acquires.

     Although the Company believes the expectations reflected in its forward-looking statements are reasonable, the Company cannot guarantee its future performance or results of operations and the risks described above should be considered when reading any forward-looking statements. All forward-looking statements in this filing are based on information available to the Company on the date of this filing; however, the Company is not obligated to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. The Company qualifies all of the Company’s forward-looking statements by these cautionary statements.

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Results of Operations

     The following discussion reflects Century’s historical results of operations, which do not include results for the Company’s interest in the Nordural facility until it was acquired in April 2004 and the additional 20% interest in the Hawesville facility until it was acquired from Glencore in April 2003.

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     Century’s financial highlights include:

                                 
    Three months ended   Nine months ended
    September 30,
  September 30,
    2004
  2003
  2004
  2003
            (In thousands, except per share data)        
Net sales
                               
Third-party customers
  $ 231,502     $ 170,086     $ 649,278     $ 487,287  
Related party customers
    42,815       31,402       120,866       89,377  
 
   
 
     
 
     
 
     
 
 
Total
  $ 274,317     $ 201,488     $ 770,144     $ 576,664  
 
   
 
     
 
     
 
     
 
 
Net income (loss)
  $ (16,049 )   $ (5,367 )   $ 7,039     $ 7,221  
Net income (loss) applicable to common shareholders
  $ (16,049 )   $ (5,867 )   $ 6,270     $ 5,721  
Earnings per common share:
                               
Basic – Income (loss) before cumulative effect of change in accounting principle
  $ (0.51 )   $ (0.28 )   $ 0.23     $ 0.55  
Basic — Cumulative effect of change in accounting principle
                    $ (0.28 )
 
   
 
     
 
     
 
     
 
 
Basic — Net income (loss)
  $ (0.51 )   $ (0.28 )   $ 0.23     $ 0.27  
 
   
 
     
 
     
 
     
 
 
Diluted – Income (loss) before cumulative effect of change in accounting principle
  $ (0.51 )   $ (0.28 )   $ 0.23     $ 0.55  
Diluted — Cumulative effect of change in accounting principle
                    $ (0.28 )
 
   
 
     
 
     
 
     
 
 
Diluted — Net income (loss)
  $ (0.51 )   $ (0.28 )   $ 0.23     $ 0.27  
 
   
 
     
 
     
 
     
 
 

     Net sales. Net sales for the three months ended September 30, 2004 increased $72.8 million or 36% to $274.3 million. Higher price realizations for primary aluminum in the third quarter 2004, due to improved London Metal Exchange (“LME”) prices and Midwest premiums for primary aluminum, contributed an additional $41.5 million in sales. Increased shipment volumes of 51.6 million pounds, primarily a result of the late April 2004 Nordural facility acquisition, accounted for the remaining $31.3 million in increased sales. Net sales for the nine months ended September 30, 2004 increased $193.5 million or 34% to $770.1 million. Higher price realizations for primary aluminum in the current period, due to an improved LME price and Midwest premium for primary aluminum, contributed an additional $110.1 million in sales. Shipment volume increased 131.7 million pounds, primarily associated with the Nordural facility acquisition beginning in late April 2004 and the additional 20% interest in the Hawesville facility beginning in April 2003, accounting for the remaining $83.4 million of the increase.

     Gross profit. Gross profit for the three months ended September 30, 2004 increased $33.4 million or 332% to $43.4 million from $10.0 million for the same period in 2003. Improved price realizations net of increased alumina costs improved gross profit by $32.5 million with increased shipment volume, primarily a result of the Nordural facility acquisition, contributing $11.5 million in additional gross profit. Partially offsetting these gains were increased power costs, $3.0 million; raw material quality, $0.9 million; increased replacement of pot cells and its effect on operational performance, $4.9 million; increased net amortization and depreciation charges, $0.6 million, and the elimination of credits to cost of goods sold for lower-of-cost or market inventory adjustments, $1.2 million.

     For the nine month period ended September 30, 2004, gross profit improved $100.1 million to $125.6 million. Improved price realizations net of increased alumina costs improved gross profit by $83.9 million with increased shipment volume, primarily a result of the Nordural facility acquisition in April 2004 and the additional 20% interest in the Hawesville facility beginning in April 2003, contributing $23.7 million in additional gross profit. Lower net depreciation and amortization charges of $1.4 million, primarily related to the intangible asset, (see Item 1, Notes to the Consolidated Financial Statements, Note 5 – Intangible Asset), and increased credits to cost of goods sold for

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lower-of-cost or market of $0.7 million, were offset by increased power costs, $4.4 million, raw material quality, $2.5 million and costs associated with the replacement of pot cells and it’s effect on operational performance, $2.7 million.

     Selling, general and administrative expenses. Selling, general and administrative expenses for the three months ended September 30, 2004 increased $3.6 million to $7.6 million. Approximately half of the increase was a result of increased fees associated with the Company’s indirect refinancing and acquisition activities and Sarbanes Oxley Section 404 compliance work during the current quarter. The remaining increase in expense was a result of increased incentive compensation accruals in the quarter.

     Selling, general and administrative expenses for the nine months ended September 30, 2004 increased $4.8 million from the same period in 2003. The increase was primarily a result of incentive compensation expense accruals and increased fees associated with the Company’s indirect refinancing and acquisition activities and Sarbanes Oxley Section 404 compliance work during the current period.

     Net gain/loss on forward contracts. Net loss on forward contracts for the three months ended September 30, 2004 was $3.1 million as compared to a net loss on forward contracts of $3.5 million for the same period in 2003. For the nine month period ended September 30, 2004, net loss on forward contracts was $17.1 million as compared to a net gain on forward contracts of $38.4 million for the same period in 2003. The losses and gain reported for the three and nine month periods ended September 30, 2004 and September 30, 2003, respectively, primarily relate to the early termination of a fixed price forward sales contract with Glencore (see Item 1, Notes to the Consolidated Financial Statements, Note 8 – Forward Delivery Contracts and Financial Instruments).

     Loss on early extinguishment of debt: For the three and nine month periods ended September 30, 2004 the Company recorded a loss on early extinguishment of debt of $47.4 million for the one-time cost of tendering for the $325.0 million in senior secured notes due 2008.

     Tax provision. Income tax benefit for the three months ended September 30, 2004 increased $5.6 million from the same period in 2003 and the income tax expense for the nine month period ended September 30, 2004 decreased $2.2 million due to the changes in income (loss) before income taxes discussed above.

     Liquidity and Capital Resources

   Historical

                 
    Nine months ended
    September 30,
    2004
  2003
    (dollars in thousands)
Net cash provided by operating activities
  $ 71,864     $ 78,042  
Net cash used in investing activities
    (211,183 )     (72,226 )
Net cash provided by (used) in financing activities
    187,589       (305 )
 
   
 
     
 
 
Increase in cash
  $ 48,270     $ 5,511  
 
   
 
     
 
 

     Net cash from operating activities of $71.9 million in the first nine months of 2004 was $6.2 million lower than the same period in 2003. Exclusive of the $35.5 million settlement received during the second quarter 2003 from the termination of the Original Sales Contract and entering into the New Sales Contract with Glencore for the years 2005 through 2009 and the $50.3 million cash payment during the current quarter for the tender premium plus accrued interest for the refinancing of the Company’s senior secured notes, net cash from operating activities increased $79.7 million in the current quarter. This increase was a direct result of improved price realizations and margin contributions from the Nordural facility which was

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acquired in April 2004, and were partially offset by increased accounts receivable balances of $10.3 million and other working capital changes for the period.

     The Company’s net cash used for investing activities during the nine month period ended September 30, 2004 increased $139.0 million from the same period in 2003. The net acquisition cost of the Nordural facility in April 2004 was $184.9 million. The net purchase price for the additional 20% interest in the Hawesville facility in April 2003 was $59.8 million. Purchases of property, plant and equipment, including the Nordural expansion costs, were $26.3 million in 2004. Purchases of property, plant and equipment were $12.4 million in 2003.

     Net cash provided by financing activities during the nine month period ending September 30, 2004 increased $187.9 million primarily due to net proceeds from the issuance of $425.0 million of debt, and the issuance of $215.0 million of common stock, which was partially offset by debt repayments of $436.8 million, consisting of payments of $315.1 million for the senior secured first mortgage notes tendered in a debt refinancing, $106.9 million for the Nordural term loan facility, the $14.0 million repayment of Glencore Note debt, and $0.8 million for other miscellaneous debt payments. Additionally, the Company paid $12.8 million of financing fees for the debt issued in the current quarter and $3.3 million payment of accrued preferred dividends in the second quarter of 2004.

   Liquidity

     The Company believes that cash flow from operations and its unused Revolving Credit Facility will provide sufficient liquidity to meet working capital needs, fund capital improvements, and provide for debt service requirements. At September 30, 2004, the Company had no outstanding borrowings and had borrowing availability of $76.7 million on its revolving credit facility, subject to customary convenants.

     The Company’s principal uses of cash are operating costs, payments of principal and interest on the Company’s outstanding debt, the funding of capital expenditures, working capital and other general corporate requirements. During 2004, the Company completed certain transactions that may materially affect the current and future financial condition and results of operations of the Company, 1) the acquisition of the Nordural facility; 2) the Gramercy acquisition; 3) the refinancing of the Company’s debt obligations, and; 4) the expansion of Nordural facility (discussed in Capital Resources below).

   The Nordural Acquisition

     On April 27, 2004, the Company completed the acquisition of Nordural ehf. The purchase price for the shares was $195.4 million. In addition, the Company assumed Nordural’s debt of approximately $190.6 million. Century used the proceeds from a registered equity offering to finance the acquisition (see Item 1, Notes to the Consolidated Financial Statements, Note 2 – Acquisitions).

   The Gramercy Acquisition

     On October 1, 2004, the Company and Noranda, Inc. jointly acquired the Gramercy alumina refinery and related Jamaican bauxite mining assets from Kaiser Aluminum & Chemical Corporation for $23,000, subject to closing adjustments. Century and Noranda each paid one-half, or $11,500, of the purchase price (see Item 1, Consolidated Financial Statements, Note 2 – Acquisitions).

     The price the Company expects to pay for alumina used by the Hawesville facility would be based on the cost of alumina production, rather than the LME price for primary aluminum. The impact of the Gramercy acquisition to the Company's cost of goods sold may not be materially different than under the Company's existing LME-based contract with Gramercy in periods of high aluminum prices such as the Company is currently experiencing. However, the Company believes that the price of alumina based on production costs at Gramercy could be materially higher than under the LME-based contract price in periods when aluminum prices are low and natural gas prices are high.

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   The Refinancing of Debt

     In the third quarter of 2004, the Company refinanced its 11.75% senior secured first mortgage notes due 2008 (the “Notes”) with the issuance of $250 million of 7.50% senior unsecured notes due 2014 (the “Senior Unsecured Notes”) and $175 million of 1.75% convertible senior notes due 2024 (the “Convertible Notes”). The Company paid $50.3 million in tender premium, consent fees and accrued interest in connection with the redemption of $315 million principal amount of Notes. The Company used the remaining proceeds from the debt offerings and available cash to prepay $100 million of the Nordural term loan. The debt refinancing will substantially lower the future interest costs for the Company’s long-term debt (see Item 1, Consolidated Financial Statements, Note 6 – Debt).

   Capital Resources

     The Company has commenced work on an expansion of the Nordural facility that will increase its annual production capacity to 467 million pounds, or more than double its current production capacity. The current expansion project will add approximately 269 million pounds to the Nordural facility’s annual production capacity, including 71 million pounds in capacity recently added to the project after the Company reached an agreement with Hitaveita Sudurnesja hf and Orkuveita Reykjavikur for the long-term supply of additional electrical power. The Company estimates the expansion will cost approximately $454 million, including approximately $106 million for the recently added 71 million pounds in capacity.

     The Company anticipates that it will spend approximately $70.0 million on the Nordural expansion in 2004. Through September 30, 2004, the Company had outstanding capital commitments related to Nordural expansion of $159.9 million. The Company’s cost commitments for the Nordural expansion may materially change depending on the exchange rate between the US dollar and certain foreign currencies, principally the euro and the Icelandic krona (“ISK”). Approximately 84% of the outstanding commitments for the Nordural expansion are denominated in currencies other than the US dollar, primarily the euro and ISK. As of September 30, 2004, the Company had no hedges to mitigate its foreign currency exposure.

     The Company plans to finance the first 198 million pounds in additional production capacity from the expansion project through cash flow and Nordural bank financing, which is non-recourse to Century Aluminum Company, and is evaluating financing options for the 71 million pounds of capacity recently added to the expansion project. The Company has agreed to terms on a five year $310.0 million senior term loan facility with Landsbanki Islands hf. and Kaupthing Bank hf, subject to definitive agreement. Amounts borrowed will be used to repay the $71.4 million outstanding on an existing term loan held by Nordural and to finance a portion of the costs associated with the ongoing expansion of the Nordural facility. The expansion is projected to be completed by mid-2006, subject to satisfaction of various conditions, including the closing of the new term loan facility.

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   Contractual Obligations

     The Company’s contractual obligations materially changed in the third quarter of 2004 due to refinanced debt obligations and cost commitments for the Nordural expansion project. The changes resulting from these transactions and the Nordural acquisition are reflected in the specified contractual obligations provided below.

                                         
            Payments Due by Period    
    Total
  <1 Year
  1-3 Years
  3-5 Years
  > 5 Years
            (dollars in millions)        
Debt obligations (1)
  $ 526.1     $ 5.9     $ 11.1     $ 22.2     $ 486.9  
Purchase obligations (2)
    1,955.6       476.8       607.5       319.0       552.3  
 
   
 
     
 
     
 
     
 
     
 
 
Total
  $ 2,481.7     $ 482.7     $ 618.6     $ 341.2     $ 1,039.2  
 
   
 
     
 
     
 
     
 
     
 
 


      (1) Debt obligation includes principal repayments on the Notes, Senior Unsecured Notes, Convertible Notes, industrial revenue bonds due 2028 (the “IRB”), and the Nordural term loan facility, Nordural site lease agreements, a Nordural bank loan agreement and a Nordural power contract debt obligation. Debt obligation amounts do not include expected interest payments on these items totaling $304.8 million, of which $11.6 million would be due within a year, $56.9 million due within 1 to 3 years, $54.7 million due within 3 to 5 years, and $181.6 million due 5 years and thereafter. Except for the site lease agreements, Nordural’s debt bears interest at a variable rate based on the LIBOR rate plus an applicable margin. The future interest obligations were estimated based upon an assumed LIBOR rate of 1.5% initially, increasing to 5.0% by 2007 and steady thereafter. The IRBs’ interest rate is variable and the Company estimated future interest payments based on a rate of 1.55%.

      (2) Purchase obligations include long-term alumina, power, and anode contracts, and the Nordural expansion project commitments, but do not include any change in purchase obligations related to the Gramercy acquisition, which closed on October 1, 2004. Nordural’s power contracts and domestic alumina contracts are priced as a percentage of the LME price of primary aluminum. The Company assumed an LME price of $1,525 per metric ton for purposes of calculating expected future cash flows for these contracts. The Nordural anode contract is denominated in euros, the Company assumed a $1.20/euro conversion rate to estimate the obligations under this contract.

Environmental Expenditures and Other Contingencies

     The Company has incurred and in the future will continue to incur capital expenditures and operating expenses for matters relating to environmental control, remediation, monitoring and compliance. The aggregate environmental related accrued liabilities were $0.8 million and $0.7 million at September 30, 2004 and December 31, 2003, respectively. The Company believes that compliance with current environmental laws and regulations is not likely to have a material adverse effect on the Company’s financial condition, results of operations or liquidity; however, environmental laws and regulations may change, and the Company may become subject to more stringent environmental laws and regulations in the future. There can be no assurance that compliance with more stringent environmental laws and regulations that may be enacted in the future, or future remediation costs, would not have a material adverse effect on the Company’s financial condition, results of operations or liquidity.

     The Company has planned environmental capital expenditures of approximately $1.3 million for 2004, $0.4 million for 2005 and $0.2 million for 2006. In addition, the Company expects to incur operating expenses relating to environmental matters of approximately $4.9 million, $5.0 million, and $5.8 million in each of 2004, 2005 and 2006, respectively. As part of the Company’s general capital expenditure plan, it also expects to incur capital expenditures for other capital projects that may, in addition to improving operations, reduce certain environmental impacts.

     The Company is a defendant in several actions relating to various aspects of its business. While it is impossible to predict the ultimate disposition of any litigation, the Company does not believe that any of these lawsuits, either

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individually or in the aggregate, will have a material adverse effect on the Company’s financial condition, results of operations or liquidity.

     Nordural is subject to various Icelandic environmental laws and regulations. While the Company does not believe that the cost of complying with these laws and regulations will have a material adverse effect on the Company’s financial condition, results of operations or liquidity, these laws and regulations are subject to change, which changes could result in increased costs.

Item 3. Quantitative and Qualitative Disclosures about Market Risk

Commodity Prices

     The Company is exposed to the price of primary aluminum. The Company manages its exposure to fluctuations in the price of primary aluminum by selling aluminum at fixed prices for future delivery and through financial instruments as well as by purchasing alumina under certain of its supply contracts at prices tied to the same indices as the Company’s aluminum sales contracts (see Item 1, Notes to the Consolidated Financial Statements, Note 8 – Forward Delivery Contracts and Financial Instruments). The Company’s risk management activities do not include trading or speculative transactions.

     Apart from the Pechiney Metal Agreement, the Glencore Metal Agreement, Original Sales Contract, New Sales Contract and Southwire Metal Agreement, the Company had forward delivery contracts to sell 194.3 million pounds and 351.8 million pounds of primary aluminum at September 30, 2004 and December 31, 2003, respectively. Of these forward delivery contracts, the Company had fixed price commitments to sell 12.8 million pounds and 70.5 million pounds of primary aluminum at September 30, 2004 and December 31, 2003, respectively, of which, 5.6 million pounds and 53.5 million pounds at September 30, 2004 and December 31, 2003, respectively, were with Glencore.

     At September 30, 2004 and December 31, 2003, the Company had fixed price financial sales contracts, primarily with Glencore, for 549.7 million pounds and 102.9 million pounds of primary aluminum, respectively, of which 538.7 million pounds and 58.8 million pounds, respectively, were designated cash flow hedges. These fixed price financial sales contracts are scheduled for settlement at various dates in 2004 through 2007. The Company had no fixed price financial purchase contracts to purchase aluminum at September 30, 2004 or December 31, 2003.

     Fixed Price Financial Sales Contracts at September 30, 2004:

                                         
            (Millions of pounds)        
    2004
  2005
  2006
  2007
  Total
Aluminum
    33.1       425.7       86.5       4.4       549.7  

     Additionally, to mitigate the volatility of the natural gas markets, the Company enters into fixed price financial purchase contracts, accounted for as cash flow hedges, which settle in cash in the period corresponding to the intended usage of natural gas.

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Fixed Price Financial Purchase Contracts at September 30, 2004:

                                                 
                    (Thousands of DTH)        
    2004
  2005
  2006
  2007
  2008
  Total
Natural Gas
    420       1,280       480       480       480       3,140  

     At September 30, 2004 and December 31, 2003, the Company had fixed price financial purchase contracts for 3.1 million and 2.7 million DTH (one decatherm is equivalent to one million British Thermal Units), respectively. These financial instruments are scheduled for settlement at various dates in 2004 through 2008.

     On a hypothetical basis, a $0.01 per pound increase or decrease in the market price of primary aluminum is estimated to have an unfavorable or favorable impact of $3.4 million after tax on accumulated other comprehensive income for the contracts designated cash flow hedges, and $0.1 million on net income, for the contracts designated as derivatives, for the period ended September 30, 2004 as a result of the forward primary aluminum financial sales contracts outstanding at September 30, 2004.

     On a hypothetical basis, a $0.50 per DTH decrease or increase in the market price of natural gas is estimated to have an unfavorable or favorable impact of $1.0 million after tax on accumulated other comprehensive income for the period ended September 30, 2004 as a result of the forward natural gas financial purchase contracts outstanding at September 30, 2004.

     The Company’s metals and natural gas risk management activities are subject to the control and direction of senior management. The metals related activities are regularly reported to the Board of Directors of Century.

     Nordural. Substantially all of Nordural’s revenues are derived from a Toll Conversion Agreement whereby it converts alumina provided to it into primary aluminum for a fee based on the LME price for primary aluminum. Nordural’s revenues are subject to the risk of decreases in the market price of primary aluminum; however, Nordural is not exposed to increases in the price for alumina, the principal raw material used in the production of primary aluminum. In addition, under its current power contract, Nordural purchases power at a rate which is a percentage of the LME price for primary aluminum, providing Nordural with a natural hedge against downswings in the market for primary aluminum.

     Nordural is exposed to foreign currency risk due to fluctuations in the value of the U.S. dollar as compared to the euro and the Icelandic krona. Under its Toll Conversion and power contracts, Nordural’s revenues and power costs are based on the LME price for primary aluminum, which is denominated in U.S. dollars. There is no currency risk associated with these contracts. Nordural’s labor costs are denominated in Icelandic krona and a portion of its anode costs are denominated in euros. As a result, an increase or decrease in the value of those currencies relative to the U.S. dollar would affect Nordural’s operating margins.

     Nordural does not currently have financial instruments to hedge commodity, currency or interest rate risk. Nordural may hedge such risk in the future, through the purchase of aluminum put options and interest rate swaps which would have the effect of fixing a portion of its floating rate debt.

Interest Rates

     Interest Rate Risk. The Company’s primary debt obligations are the outstanding Senior Unsecured Notes, Convertible Notes, Notes, the Nordural debt, borrowings under its Revolving Credit Facility, if any, and the IRBs that the Company assumed in connection with the Hawesville acquisition. Because the Senior Unsecured Notes, Convertible Notes and Notes bear a fixed rate of interest, changes in interest rates do not subject the Company to changes in future interest expense with respect to these borrowings. Borrowings under the Company’s Revolving Credit Facility, if any, are at variable rates at a margin over LIBOR or the Fleet National Bank base rate, as defined in the Revolving Credit Facility. The IRBs bear interest at variable rates determined by reference to the interest rate of similar instruments in the industrial revenue bond market. At September 30, 2004, Nordural had approximately $83.4 million of long-term debt consisting primarily of obligations under the Nordural loan facility. Borrowings under Nordural’s loan facility bear interest at a margin over the

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applicable LIBOR rate, plus, under certain conditions, an applicable percentage to cover certain lender compliance costs. At September 30, 2004, Nordural had $76.9 million of liabilities which bear interest at a variable rate.

     At September 30, 2004, the Company had $84.7 million of variable rate borrowings. A hypothetical one percentage point increase in the interest rate would increase the Company’s annual interest expense by $0.8 million, assuming no debt reduction.

     The Company’s primary financial instruments are cash and short-term investments, including cash in bank accounts and other highly rated liquid money market investments and government securities.

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Item 4. Controls and Procedures

a. Evaluation of Disclosure Controls and Procedures

     As of September 30, 2004, the Company carried out an evaluation, under the supervision and with the participation of the Company’s management, including the Company’s Chief Executive Officer and the Chief Financial Officer, of the effectiveness of the design and operation of the Company's disclosure controls and procedures. Based upon that evaluation, the Company’s Chief Executive Officer and the Chief Financial Officer concluded that the Company’s disclosure controls and procedures are effective.

b. Changes in Internal Control over Financial Reporting

     During the quarter ended September 30, 2004, there has not been any change in the Company’s internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.

Part II. OTHER INFORMATION

Item 4. Submission of Matters to a Vote of Stockholders

The Annual Meeting of Stockholders was held July 16, 2004. The following are the results of Stockholder voting on proposals that were presented and adopted:

1. The election of the following directors for a term of three (3) years expiring at the Annual Meeting of Stockholders to be held in 2007:

                 
    For
  Withheld
John C. Fontaine
    28,777,876       946,112  
John P. O’Brien
    28,790,306       933,682  

2. To amend the Company’s 1996 Stock Incentive Plan: (i) to extend the duration of the plan by five (5) years through February 28, 2011, and (ii) to increase the common stock reserved and available for issuance thereunder by 1,000,000 (one million) shares.

         
For
    21,919,743  
Against
    3,091,756  
Withheld
    2,283,890  
Broker Non-Vote
    2,428,599  

3. To ratify the appointment of Deloitte & Touche LLP as the Company’s independent auditors for the fiscal year ending December 31, 2004.

         
For
    28,921,026  
Against
    791,505  
Withheld
    11,457  

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Item 6. Exhibits and Reports on Form 8-K.

(a)   Exhibits –
             
    Exhibit No.
  Exhibit Description
    4.1     Third Supplemental Indenture for the Company’s 11.75% Senior Secured First Mortgage Notes (“Mortgage Notes”), entered into as of August 6, 2004, among Century Aluminum Company, the guarantors party thereto and Wilmington Trust Company, as trustee*
           
    4.2     Purchase Agreement for the Company’s 7.5% Senior Notes due 2014 (“Senior Unsecured Notes”), dated August 10, 2004, among Century Aluminum Company as issuer, the guarantors party thereto and Credit Suisse First Boston LLC, as representative of the several purchasers
           
    4.3     Indenture for the Senior Unsecured Notes, dated as of August 26, 2004, among Century Aluminum Company as issuer, the guarantors party thereto and Wilmington Trust Company, as trustee*
           
    4.4     Registration Rights Agreement, dated as of August 26, 2004, among Century Aluminum Company, the guarantors party thereto and Credit Suisse First Boston LLC, as Representative of the Initial Purchasers*
           
    4.5     Purchase Agreement for the Company’s 1.75% Convertible Senior Notes due August 1, 2024 (“Convertible Notes”), dated as of July 30, 2004, between Century Aluminum Company and Credit Suisse First Boston LLC, as representative of the several purchasers
           
    4.6     Indenture for the Convertible Notes, dated as of August 9, 2004, between Century Aluminum Company as issuer and Wilmington Trust Company, as trustee**
           
    4.7     Supplemental Indenture No. 1 for the Convertible Notes, dated as of October 26, 2004, between Century Aluminum Company and Wilmington Trust Company, as trustee**
           
    4.8     Supplemental Indenture No. 2 for the Convertible Notes, dated as of October 26, 2004, among Century Aluminum Company, the guarantors party thereto and Wilmington Trust Company, as trustee.**
           
    4.9     Registration Rights Agreement for the Convertible Notes, dated August 9, 2004, between Century Aluminum Company and Credit Suisse First Boston LLC, as Representative of the Initial Purchasers.
           
    10.1     Purchase Agreement, dated as of May 17, 2004, among Kaiser Aluminum & Chemical Corporation, Kaiser Bauxite Company, Gramercy Alumina LLC and St. Ann Bauxite Limited***
           
    10.2     Tolling Agreement, dated August 1, 2004, between Century Aluminum Company and Glencore Ltd.****
           
    10.3     Consent and Third Amendment to Revolving Credit Agreement, dated as of August 4, 2004, by and among Century Aluminum Company, Berkeley Aluminum, Inc., Century Aluminum of West Virginia, Inc., Century Kentucky, Inc., Metalsco, Ltd. and NSA Ltd., as Borrowers, the Lenders and Fleet Capital Corporation as agent for the Lenders***
           
    31.2     Certification of Disclosure in Century Aluminum Company’s Quarterly Report by the Chief Financial Officer pursuant to Section 302 of the Sarbanes Oxley Act of 2002 (13 U.S.C. 1350).
           
    32.1     Certification of Chief Executive Officer and Chief Financial Officer pursuant to Section 906 of the Sarbanes Oxley Act of 2002 (13 U.S.C. 1350).

*   Incorporated by reference to the Company’s Current Report on Form 8-K filed on September 1, 2004.
 
**   Incorporated by reference to the Company’s Current Report on Form 8-K filed on November 1, 2004
 
***   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.

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SIGNATURES

     Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

         
      Century Aluminum Company
 
       
Date: November 9, 2004
  By:   /s/ Craig A. Davis
     
 
      Craig A. Davis
      Chairman and Chief Executive Officer
 
       
Date: November 9, 2004
  By:   /s/ David W. Beckley
     
 
      David W. Beckley
      Executive Vice-President/Chief Financial Officer

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EXHIBIT INDEX

     
Exhibit No.
  Exhibit Description
4.1
  Third Supplemental Indenture for the Company’s 11 3/4% Senior Secured First Mortgage Notes, entered into as of August 6, 2004, among Century Aluminum Company, the guarantors party thereto and Wilmington Trust Company, as trustee*
 
   
4.2
  Purchase Agreement for the Company’s 7 1/2% Senior Notes due 2014 (“Senior Unsecured Notes”), dated August 10, 2004, among Century Aluminum Company as issuer, the guarantors party thereto and Credit Suisse First Boston LLC, as representative of the several purchasers
 
   
4.3
  Indenture for the Senior Unsecured Notes, dated as of August 26, 2004, among Century Aluminum Company as issuer, the guarantors party thereto and Wilmington Trust Company, as trustee*
 
   
4.4
  Registration Rights Agreement, dated as of August 26, 2004, among Century Aluminum Company, the guarantors party thereto and Credit Suisse First Boston LLC, as Representative of the Initial Purchasers*
 
   
4.5
  Purchase Agreement for the Company’s 1.75% Convertible Senior Notes due August 1, 2024 (“Convertible Notes”), dated as of July 30, 2004, between Century Aluminum Company and Credit Suisse First Boston LLC, as representative of the several purchasers
 
   
4.6
  Indenture for the Convertible Notes, dated as of August 9, 2004, between Century Aluminum Company as issuer and Wilmington Trust Company, as trustee**
 
   
4.7
  Supplemental Indenture No. 1 for the Convertible Notes, dated as of October 26, 2004, between Century Aluminum Company and Wilmington Trust Company, as trustee**
 
   
4.8
  Supplemental Indenture No. 2 for the Convertible Notes, dated as of October 26, 2004, among Century Aluminum Company, the guarantors party thereto and Wilmington Trust Company, as trustee.**
 
   
4.9
  Registration Rights Agreement for the Convertible Notes, dated August 9, 2004, between Century Aluminum Company and Credit Suisse First Boston LLC, as Representative of the Initial Purchasers.
 
   
10.1
  Purchase Agreement, dated as of May 17, 2004, among Kaiser Aluminum   Chemical Corporation, Kaiser Bauxite Company, Gramercy Alumina LLC and St. Ann Bauxite Limited***
 
   
10.2
  Tolling Agreement, dated August 1, 2004, between Century Aluminum Company and Glencore Ltd.****
 
   
10.3
  Consent and Third Amendment to Revolving Credit Agreement, dated as of August 4, 2004, by and among Century Aluminum Company, Berkeley Aluminum, Inc., Century Aluminum of West Virginia, Inc., Century Kentucky, Inc., Metalsco, Ltd. and NSA Ltd., as Borrowers, the Lenders and Fleet Capital Corporation as agent for the Lenders***
 
   
31.2
  Certification of Disclosure in Century Aluminum Company’s Quarterly Report by the Chief Financial Officer pursuant to Section 302 of the Sarbanes Oxley Act of 2002 (13 U.S.C. 1350).
 
   
32.1
  Certification of Chief Executive Officer and Chief Financial Officer pursuant to Section 906 of the Sarbanes Oxley Act of 2002 (13 U.S.C. 1350).
     
*   Incorporated by reference to the Company’s Current Report on Form 8-K filed on September 1, 2004.
 
**   Incorporated by reference to the Company’s Current Report on Form 8-K filed on November 1, 2004.
 
***   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.