form11k.htm
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
11-K
ANNUAL
REPORT PURSUANT TO SECTION 15(d) OF THE
SECURITIES
EXCHANGE ACT OF 1934
(Mark
One)
|
|
[X]
|
Annual
report pursuant to Section 15(d) of the Securities Exchange Act of
1934
|
|
For
the fiscal year ended December 31, 2007
|
|
OR
|
[ ]
|
Transition
report pursuant to Section 15(d) of the Securities Exchange Act of
1934
|
|
For
the transition period from _____ to
_____
|
Commission File Number 0-27918
A.
|
Full
title of the Plan and the address of the Plan, if different from that of
the issuer named below:
|
CENTURY
ALUMINUM OF WEST VIRGINIA, INC./
UNITED
STEELWORKERS OF AMERICA SAVINGS PLAN
2511
Garden Road
Building
A, Suite 200
Monterey,
California 93940
B.
|
Name
of issuer of the common stock issued pursuant to the Plan and the address
of its principal executive office:
|
Century
Aluminum Company
2511
Garden Road
Building
A, Suite 200
Monterey,
California 93940
CENTURY
ALUMINUM OF WEST VIRGINIA, INC./
UNITED
STEELWORKERS OF AMERICA SAVINGS PLAN
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Page
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1
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FINANCIAL
STATEMENTS AS OF AND FOR THE YEARS ENDED DECEMBER
31, 2007 AND 2006:
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|
|
2
|
|
3
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|
4-8
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|
9
|
|
10
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SIGNATURE |
11
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EXHIBIT INDEX |
12
|
|
|
NOTE:
All other schedules required by Section 2520.103-10 of the Department of
Labor’s Rules and Regulations for Reporting and Disclosure under the
Employee Retirement Income Security Act of 1974 have been omitted because
they are not applicable.
|
|
To the
Trustees and Participants of
Century
Aluminum of West Virginia, Inc./United Steelworkers of America Savings
Plan:
We have
audited the accompanying statements of net assets available for benefits of the
Century Aluminum of West Virginia, Inc./United Steelworkers of America Savings
Plan (the “Plan”) as of December 31, 2007 and 2006, and the related
statements of changes in net assets available for benefits for the years then
ended. These financial statements are the responsibility of the Plan’s
management. Our responsibility is to express an opinion on these financial
statements based on our audits.
We
conducted our audits in accordance with standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. The Plan is not required to have,
nor were we engaged to perform, an audit of its internal control over financial
reporting. Our audits included consideration of internal control over financial
reporting as a basis for designing audit procedures that are appropriate in the
circumstances, but not for the purpose of expressing an opinion on the
effectiveness of the Plan’s internal control over financial reporting.
Accordingly, we express no such opinion. An audit also includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements, assessing the accounting principles used and significant estimates
made by management, as well as evaluating the overall financial statement
presentation. We believe that our audits provide a reasonable basis for our
opinion.
In our
opinion, such financial statements present fairly, in all material respects, the
net assets available for benefits of the Plan as of December 31, 2007 and
2006, and the changes in net assets available for benefits for the years then
ended in conformity with accounting principles generally accepted in the United
States of America.
Our
audits were conducted for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental schedule of assets (held
at end of year) as of December 31, 2007 is presented for the purpose of
additional analysis and is not a required part of the basic financial
statements, but is supplementary information required by the Department of
Labor’s Rules and Regulations for Reporting and Disclosure under the Employee
Retirement Income Security Act of 1974. This schedule is the responsibility of
the Plan’s management. Such schedule has been subjected to the auditing
procedures applied in our audit of the basic 2007 financial statements and, in
our opinion, is fairly stated in all material respects when considered in
relation to the basic 2007 financial statements taken as a whole.
/s/ Deloitte and Touche
LLP
June 27,
2008
Pittsburgh,
Pennsylvania
CENTURY ALUMINUM OF WEST VIRGINIA, INC./
|
|
UNITED
STEELWORKERS OF AMERICA SAVINGS PLAN
|
|
|
|
|
|
|
|
|
STATEMENTS
OF NET ASSETS AVAILABLE FOR BENEFITS
|
|
AS
OF DECEMBER 31, 2007 AND 2006
|
|
|
|
|
|
|
|
|
|
|
2007
|
|
|
2006
|
|
ASSETS:
|
|
|
|
|
|
|
Investments
at fair value:
|
|
|
|
|
|
|
Investments
in mutual funds
|
|
$ |
4,979,579 |
|
|
$ |
4,321,720 |
|
Century
Aluminum Company Stock
|
|
|
296,895 |
|
|
|
412,832 |
|
Guaranteed
investment funds at fair value
|
|
|
3,158,614 |
|
|
|
2,997,588 |
|
Participant
loans
|
|
|
407,111 |
|
|
|
313,740 |
|
Total
investments
|
|
|
8,842,199 |
|
|
|
8,045,880 |
|
Employee
contributions receivable
|
|
|
21,050 |
|
|
|
15,380 |
|
NET
ASSETS AVAILABLE FOR BENEFITS AT FAIR VALUE
|
|
|
8,863,249 |
|
|
|
8,061,260 |
|
ADJUSTMENT
FROM FAIR VALUE TO CONTRACT VALUE FOR FULLY BENEFIT-RESPONSIVE INVESTMENT
CONTRACTS
|
|
|
(18,668 |
) |
|
|
25,698 |
|
NET
ASSETS AVAILABLE FOR BENEFITS
|
|
$ |
8,844,581 |
|
|
$ |
8,086,958 |
|
|
|
|
|
|
|
|
|
|
See
notes to financial statements.
|
|
CENTURY ALUMINUM OF WEST VIRGINIA, INC./
|
|
UNITED
STEELWORKERS OF AMERICA SAVINGS PLAN
|
|
|
|
|
|
|
|
|
STATEMENTS
OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
|
|
FOR
THE YEARS ENDED DECEMBER 31, 2007 AND 2006
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2007
|
|
|
2006
|
|
|
|
|
|
|
|
|
NET
ASSETS AVAILABLE FOR BENEFITS — Beginning of year
|
|
$ |
8,086,958 |
|
|
$ |
7,486,743 |
|
|
|
|
|
|
|
|
|
|
ADDITIONS:
|
|
|
|
|
|
|
|
|
Investment
income:
|
|
|
|
|
|
|
|
|
Net
appreciation in fair value
|
|
|
39,484 |
|
|
|
447,197 |
|
Interest
and dividends
|
|
|
547,226 |
|
|
|
301,832 |
|
Net
investment income
|
|
|
586,226 |
|
|
|
749,029 |
|
|
|
|
|
|
|
|
|
|
Employee
contributions
|
|
|
832,304 |
|
|
|
706,142 |
|
Total
additions
|
|
|
1,419,015 |
|
|
|
1,455,171 |
|
|
|
|
|
|
|
|
|
|
DEDUCTIONS:
|
|
|
|
|
|
|
|
|
Benefit
payments
|
|
|
653,014 |
|
|
|
858,532 |
|
Net
transfers
|
|
|
(8,378 |
) |
|
|
(3,576 |
) |
Total
deductions
|
|
|
661,392 |
|
|
|
854,956 |
|
NET
CHANGE
|
|
|
757,623 |
|
|
|
600,215 |
|
NET
ASSETS AVAILABLE FOR BENEFITS — End of year
|
|
$ |
8,844,581 |
|
|
$ |
8,086,958 |
|
|
|
|
|
|
|
|
|
|
See
notes to financial statements.
|
|
CENTURY ALUMINUM OF WEST VIRGINIA, INC./
UNITED
STEELWORKERS OF AMERICA SAVINGS PLAN
NOTES
TO FINANCIAL STATEMENTS
AS
OF AND FOR THE YEARS ENDED DECEMBER 31, 2007 AND 2006
1.
|
DESCRIPTION
OF THE PLAN
|
The
following brief description of the Century Aluminum of West Virginia,
Inc./United Steelworkers of America Savings Plan (the “Plan”) is provided for
general information purposes only. Participants should refer to the Plan
document for more complete information. The Plan is subject to the provisions of
the Employee Retirement Income Security Act of 1974 (ERISA).
General —
The Plan, established February 7, 1989, is a defined contribution plan for
all employees covered by a collective bargaining agreement in effect between
Century Aluminum of West Virginia, Inc. (the “Company”) and the United
Steelworkers of America, and who participated in the Kaiser Aluminum and
Chemical Corporation/United Steelworkers of America Savings Plan on
February 6, 1989. All other union employees are eligible for the Plan
after they have completed a probationary period of 60 working days. Effective
June 1, 2006, the Company elected to change the Plan trust services and
recordkeeping services from Prudential to T. Rowe Price. Through May 31, 2006,
trust services and recordkeeping services were provided by Prudential Bank and
Trust, FSB and Prudential, respectively.
Contributions
— Participants may elect to have the Company defer up to 100% of their hourly
wage subject to Internal Revenue Service limitations. Annual plan pre-tax
contributions were limited to $15,500 and $15,000 for 2007 and 2006,
respectively; participants 50 years of age or over may make additional
catch-up contributions of $5,000. The Company does not make
contributions to the Plan.
Vesting —
Participants are vested immediately in their contributions plus actual earnings
thereon.
Participant
Accounts — Participants may elect to have their contributions invested in
one or all of the investments listed in Note 3, including Century Aluminum
Company Stock. All contributions are non-forfeitable and participants can
transfer balances between funds quarterly.
Payment of
Benefits — Subject to provisions in the Plan, participants are entitled
to distributions upon reaching age 59½ or earlier in the case of retirement,
death, termination, or hardship.
Participant
Loans — Participants may borrow from their fund account a minimum loan
amount of $1,000, up to a maximum of the lesser of $50,000 or 50% of their
account balance. Loan transactions are treated as a transfer to (from) the
investment fund from (to) the Participant Loan Fund. Loan terms range from one
to five years. The loans are secured by the balance in the participant’s account
and bear interest at a rate commensurate with local prevailing rates as
determined by the Plan administrator. The interest rate for loan transactions in
2007 and 2006 ranged from 7.5% to 9.25%. Principal and interest is paid ratably
through monthly payroll deductions.
2.
|
SUMMARY
OF SIGNIFICANT ACCOUNTING POLICIES
|
The
accompanying financial statements have been prepared in accordance with
accounting principles generally accepted in the United States of America
(“GAAP”).
Fully
Benefit-Responsive Investment Contracts — As required by the Financial
Accounting Standards Board Staff Position, FSP AAG INV-1 and SOP 94-4-1, Reporting of Fully
Benefit-Responsive Contracts Held by Certain Investment Companies Subject to the
AICPA Investment Company Guide and Defined-Contribution Health and Welfare and
Pension Plans (the “FSP”), the statements of net assets available for
benefits presents investment contracts at fair value as well as an additional
line item showing an adjustment of fully benefit-responsive contracts from fair
value to contract value. However, contract value is the relevant
measurement attribute for that portion of the net assets available for benefits
of a defined contribution plan attributable to fully benefit-responsive
investment contracts because contract value is the amount participants would
receive under the terms of the Plan. The statement of changes in net
assets available for benefits is presented on a contract value basis and was not
affected by the FSP.
Investment
Valuation and Income Recognition — The Plan’s investments are reported at
fair value, except for fully benefit-responsive investment contracts, which are
adjusted from fair value to contract value. Contract value represents
contributions made under the contract, plus interest at the contract rate, less
funds used to pay plan benefits. Investments in mutual funds are
stated at the funds’ net asset values per share on the last business day of the
Plan’s year-end. Investments in common stock of Century Aluminum Company are
valued at the last reported sales price on the last business day of the Plan’s
year end. Participant loans are valued at cost, which approximates fair value.
See Note 4 for a discussion of the valuation of the investments in the
guaranteed investment contracts.
Purchases
and sales of securities are recorded on a trade-date basis. Investment income is
recorded on the accrual basis. Dividends are recorded on the ex-dividend
date.
Management
fees and operating expenses charged to the Plan for investments in the mutual
funds are deducted from income earned on a daily basis and are not separately
reflected. Consequently, management fees and operating expenses are reflected as
a reduction of net appreciation in the fair market value of such
investments.
New
Accounting Pronouncements —
In September 2006, the FASB
issued Statement on Financial Accounting Standards No. 157 (“SFAS No. 157”),
Fair Value Measurements. SFAS No. 157 established a single
authorative definition of fair value, sets a framework for measuring fair value
and requires additional disclosures about fair value
measurement. SFAS No. 157 is effective for financial statements
issued for fiscal years beginning after November 17, 2007. Plan
management has not completed the process of evaluating the impact that will
result from adopting SFAS No. 157.
Use of
Estimates — The preparation of financial statements in accordance with
accounting principles generally accepted in the United States of America
requires Plan management to make estimates and assumptions that affect the
reported amounts of net assets available for benefits and changes
therein. Actual results could differ from those
estimates.
Administrative
Expenses — Administrative expenses of the Plan are paid by the
Company.
During
plan year 2007 and 2006, the participants could elect the investment options
with T. Rowe Price as listed in the table below.
American
Growth Fund of America
|
Balanced
Fund
|
Total
Equity Market Index Fund
|
Goldman
Sachs Mid Cap Value A Fund
|
International
Growth and Income Fund
|
Rainier
Small/Mid Cap Equity Portfolio
|
New
Horizons Fund
|
PIMCO
Total Return Fund
|
Loomis
Sayles Small Cap Value Fund
|
Equity
Income Fund
|
Spectrum
Income Fund
|
T.
Rowe Price Stable Value Fund
|
In
addition, participants could elect to invest in the common stock of Century
Aluminum Company.
The
following represents the fair value of investments that represent 5% or more of
net assets available for benefits as of December 31, 2007 and
2006:
|
|
2007
|
|
|
2006
|
|
T.
Rowe Price Stable Value Fund
|
|
$ |
3,158,614 |
|
|
$ |
2,997,588 |
|
American
Growth Fund of America
|
|
|
1,497,567 |
|
|
|
1,428,780 |
|
Equity
Income Fund
|
|
|
1,370,447 |
|
|
|
1,391,580 |
|
Balanced
Fund
|
|
|
788,552 |
|
|
|
718,042 |
|
Century
Aluminum Stock
|
|
|
* |
|
|
|
412,832 |
|
* -
less than 5% of net assets available for benefits as of December 31,
2007.
|
During
the years ended December 31, 2007 and 2006, the Plan’s investments (including
gains and losses on investments bought and sold, as well as held during the
year) appreciated (depreciated) in value by $39,484 and $447,197,
respectively.
|
|
2007
|
|
|
2006
|
|
Century
Aluminum Company common stock
|
|
$ |
87,117 |
|
|
$ |
251,171 |
|
Mutual
funds
|
|
|
(47,633 |
) |
|
|
196,026 |
|
Total
|
|
$ |
39,484 |
|
|
$ |
447,197 |
|
4.
|
GUARANTEED
INVESTMENT CONTRACTS
|
Beginning
June 1, 2006, employee contributions to guaranteed investment contract funds are
maintained by T. Rowe Price in the T. Rowe Price Stable Value Fund. Participant
contributions and rates of return are guaranteed by T. Rowe Price. The accounts
are credited with interest earnings on the underlying investments and charged
for Plan withdrawals. The guaranteed investment contracts with T. Rowe Price are
benefit responsive contracts and therefore, are included in the Plan’s financial
statements at contract value. Participants may ordinarily direct the withdrawal
or transfer of all or a portion of their investment at contract
value.
The
difference between the fair value and contract value of the Stable Value Fund at
December 31, 2007 and 2006, is shown below. There are no reserves against
contract value for credit risk of the contract issuer or otherwise.
|
|
2007
|
|
|
2006
|
|
Stable
Value Fund at fair value
|
|
$ |
3,158,614 |
|
|
$ |
2,997,588 |
|
Stable
Value Fund at contract value
|
|
|
3,139,946 |
|
|
|
3,023,286 |
|
Adjustment
to contract value
|
|
$ |
18,668 |
|
|
$ |
(25,698 |
) |
The
average yield and interest crediting rate for the T. Rowe Price Stable Value
Fund during 2007 and 2006 was as follows.
|
2007
|
2006
|
Average
yield:
|
|
|
Based
on annualized earnings (1)
|
4.87%
|
4.79%
|
Based
on interest rate credited to participants (2)
|
4.89%
|
4.68%
|
(1)
|
Computed
by dividing the annualized one-day GAAP earnings of the fund’s
December 31, 2007 and 2006, respectively, investments (irrespective
of the interest rate credited to the unitholders in the fund) by the fair
value of its investments on that date.
|
(2)
|
Computed
by dividing the annualized one-day earnings credited to the unitholders on
December 31, 2007 and 2006, respectively, (irrespective of the actual
earnings of the investments in the fund) by the fair value of the fund’s
investments on that date.
|
The
Company intends to continue the Plan indefinitely. However, the Company has
reserved the right to amend or terminate the Plan, in whole or in part, at any
time by action of its Board of Directors, subject to the terms of the collective
bargaining agreement. In the event the Plan terminates, the participants remain
100% vested in their accounts and the net assets of the Plan will be allocated
in accordance with the provisions of ERISA and its related
regulations.
6.
|
EXEMPT
PARTY-IN-INTEREST TRANSACTIONS
|
Certain
Plan investments are shares of mutual funds managed by T. Rowe Price (by
Prudential prior to June 1, 2006). T. Rowe Price is the trustee as defined by
the Plan (Prudential was the trustee prior to June 1, 2006), and therefore,
these transactions qualify as party-in-interest transactions. In addition,
certain Plan investments are shares of Century Aluminum Company common stock.
Century Aluminum Company is a related party of the Plan sponsor, and therefore,
these transactions qualify as exempt party-in-interest
transactions.
7.
|
RISKS
AND UNCERTAINTIES
|
The Plan
utilizes various investment instruments, including mutual funds, Century
Aluminum Company Stock and guaranteed investment
contracts. Investment securities, in general, are exposed to various
risks, such as interest rate, credit, and overall market volatility. Due to the
level of risk associated with certain investment securities, it is reasonably
possible that changes in the values of investment securities will occur in the
near term and that such changes could materially affect the amounts reported in
the financial statements.
8.
|
FEDERAL
INCOME TAX STATUS
|
The
Internal Revenue Service has determined and informed the Company by a letter
dated April 2, 2003, that the Plan and related trust are designed in
accordance with applicable regulations of the Internal Revenue Code (IRC). The
Plan has been amended since receiving the determination letter. However, the
Company and the Plan administrator believe that the Plan is currently designed
and operated in compliance with the applicable requirements of the IRC, and the
Plan and related trust continue to be tax-exempt. Therefore, no provision for
income taxes has been included in the Plan’s financial statements.
9.
|
RECONCILIATION
OF FINANCIAL STATEMENTS TO FORM
5500
|
The
following is a reconciliation of net assets available for benefits per the
financial statements to the Form 5500 as of December 31, 2007 and
2006.
|
|
2007
|
|
|
2006
|
|
Net
assets available for benefits per financial statements
|
|
$ |
8,844,581 |
|
|
$ |
8,086,958 |
|
Adjustment
from fair value to contract value for fully benefit-responsive investment
contracts
|
|
|
18,668 |
|
|
|
(25,698 |
) |
Net
assets available for benefits per Form 5500
|
|
$ |
8,863,249 |
|
|
$ |
8,061,260 |
|
******
CENTURY ALUMINUM OF WEST VIRGINIA, INC./
|
|
UNITED
STEELWORKERS OF AMERICA SAVINGS PLAN
|
|
|
|
FORM
5500, SCHEDULE H, PART IV, LINE 4i — SCHEDULE OF ASSETS (HELD AT END OF
YEAR)
|
|
AS
OF DECEMBER 31, 2007
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Identity
of Issue, Borrower, Lessor, or Similar Party
|
Description
of Investment
|
|
Shares
|
|
|
Current
Value
|
|
|
|
|
|
|
|
|
|
|
|
|
* |
|
T.
Rowe Price
|
T.
Rowe Price Stable Value Fund
|
|
|
3,139,946 |
|
|
$ |
3,158,614 |
|
|
* |
|
T.
Rowe Price
|
American
Growth Fund of America
|
|
|
44,033 |
|
|
|
1,497,567 |
|
|
* |
|
T.
Rowe Price
|
Equity
Income Fund
|
|
|
48,770 |
|
|
|
1,370,447 |
|
|
* |
|
T.
Rowe Price
|
Balanced
Fund
|
|
|
38,279 |
|
|
|
788,552 |
|
|
* |
|
T.
Rowe Price
|
Rainier
Small/Mid Cap Equity Portfolio
|
|
|
8,191 |
|
|
|
322,415 |
|
|
* |
|
Century
Aluminum Company
|
Century
Aluminum Company Stock
|
|
|
5,504 |
|
|
|
296,895 |
|
|
* |
|
T.
Rowe Price
|
Goldman
Sachs Mid Cap Value A Fund
|
|
|
7,443 |
|
|
|
263,127 |
|
|
* |
|
T.
Rowe Price
|
PIMCO
Total Return Fund
|
|
|
22,408 |
|
|
|
239,540 |
|
|
* |
|
T.
Rowe Price
|
Loomis
Sayles Small Cap Value Fund
|
|
|
9,670 |
|
|
|
236,145 |
|
|
* |
|
T.
Rowe Price
|
International
Growth and Income Fund
|
|
|
7,812 |
|
|
|
138,901 |
|
|
* |
|
T.
Rowe Price
|
Total
Equity Market Index Fund
|
|
|
3,049 |
|
|
|
48,323 |
|
|
* |
|
T.
Rowe Price
|
Spectrum
Income Fund
|
|
|
3,529 |
|
|
|
43,085 |
|
|
* |
|
T.
Rowe Price
|
New
Horizons Fund
|
|
|
1,032 |
|
|
|
31,477 |
|
|
|
|
|
|
|
|
|
|
|
$ |
8,435,088 |
|
|
* |
|
Participants
|
Participant
loans — (with maturity dates through 2012 at an interest rates ranging
from 7.50% to 9.25% )
|
|
|
|
|
|
|
407,111 |
|
|
|
|
TOTAL
|
|
|
|
|
|
|
$ |
8,842,199 |
|
*
Party-in-interest.
|
|
Note:
Cost information is not required for participant-directed investments and,
therefore, is not included.
|
Pursuant
to the requirements of the Securities Exchange Act of 1934, Century Aluminum
Company has duly caused this annual report on Form 11-K to be signed on its
behalf by the undersigned thereunto duly authorized.
CENTURY
ALUMINUM OF WEST VIRGINIA, INC./
UNITED
STEELWORKERS OF AMERICA SAVINGS PLAN
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BY:
/s/ Michael A. Bless
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Michael
A. Bless
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Executive
Vice President, Chief Financial Officer, Member of Retirement
Committee
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Century
Aluminum Company
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DATE:
June 30, 2008
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Exhibit
No.
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Exhibit
Description
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23.1
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Consent
of Independent Registered Public Accounting
Firm
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