form11k_cenx401k.htm
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
11-K
FOR
ANNUAL REPORTS OF EMPLOYEE STOCK PURCHASE, SAVINGS AND SIMILAR PLANS PURSUANT TO
SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
(Mark
One) |
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[X]
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Annual
report pursuant to Section 15(d) of the Securities Exchange Act of 1934
for the fiscal year ended December 31, 2008
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OR
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|
[ ]
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Transition
report pursuant to Section 15(d) of the Securities Exchange Act of
1934
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Commission File
Number 0-27918
A.
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Full
title of the Plan and the address of the Plan, if different from that of
the issuer named below:
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CENTURY
ALUMINUM 401(k) PLAN
2511
Garden Road
Building
A, Suite 200
Monterey,
California 93940
B.
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Name
of issuer of the common stock issued pursuant to the Plan and the address
of its principal executive office:
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Century
Aluminum Company
2511
Garden Road
Building
A, Suite 200
Monterey,
California 93940
CENTURY
ALUMINUM 401(k) PLAN
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Page
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1
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2
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3
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4-12
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13
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14
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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.
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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING
FIRM
To the
Trustees and Participants of Century
Aluminum 401(k) Plan:
We have
audited the accompanying statements of net assets available for benefits of the
Century Aluminum 401(k) Plan (the "Plan") as of December 31, 2008 and 2007, 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, 2008 and 2007,
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, 2008 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 2008 financial
statements and, in our opinion, is fairly stated in all material respects when
considered in relation to the basic financial statements taken as a
whole.
/s/ DELOITTE AND TOUCHE LLP
Pittsburgh,
Pennsylvania
June 29,
2009
CENTURY
ALUMINUM 401(k) PLAN
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AS
OF DECEMBER 31, 2008 AND 2007
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2008
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2007
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ASSETS:
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Investments
at fair value:
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Investments
in mutual funds
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$ |
19,750,688 |
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$ |
31,163,345 |
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Common
trust funds
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5,078,663 |
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|
3,890,129 |
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Century
Aluminum Company common stock
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2,070,008 |
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|
4,337,066 |
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Participant
loans
|
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|
1,563,726 |
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|
1,410,980 |
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Total
investments
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28,463,085 |
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40,801,520 |
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Receivables:
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Employee
contributions
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168,952 |
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— |
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Employer
contributions
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18,750 |
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— |
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Total
receivables
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187,702 |
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— |
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Net
assets available for benefits at fair value
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28,650,787 |
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40,801,520 |
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Adjustment
from fair value to contract value for fully benefit-responsive investment
contracts
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47,608 |
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(22,992 |
) |
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Net
assets available for benefits
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$ |
28,698,395 |
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$ |
40,778,528 |
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See
notes to financial statements.
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CENTURY
ALUMINUM 401(k) PLAN
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FOR
THE YEARS ENDED DECEMBER 31, 2008 AND 2007
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2008
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2007
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Net
assets available for benefits — Beginning of year
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$ |
40,778,528 |
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$ |
36,258,547 |
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Additions:
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Investment
income:
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Net
appreciation in fair value
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— |
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1,426,616 |
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Interest
and dividends
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1,013,820 |
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2,703,734 |
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Net
investment income
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1,013,820 |
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4,130,350 |
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Employee
contributions
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4,030,104 |
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3,601,452 |
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Employer
contributions
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886,198 |
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803,991 |
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Other
contributions
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245,962 |
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— |
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Total
additions
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6,176,084 |
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8,535,793 |
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Deductions:
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Net
depreciation in fair value
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15,600,883 |
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— |
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Benefit
payments
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2,634,788 |
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3,961,166 |
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Net
transfers
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20,546 |
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54,646 |
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Total
deductions
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18,256,217 |
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4,015,812 |
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Net
change
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(12,080,133 |
) |
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4,519,981 |
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Net
assets available for benefits — End of year
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$ |
28,698,395 |
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$ |
40,778,528 |
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See
notes to financial statements.
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NOTES
TO FINANCIAL STATEMENTS
AS
OF AND FOR THE YEARS ENDED DECEMBER 31, 2008 AND 2007
1.
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DESCRIPTION
OF THE PLAN
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The
following brief description of the Century Aluminum 401(k) Plan (the “Plan”) is
provided for general information purposes only. Participants should refer to the
Plan document for more complete description of the Plan’s provisions. The Plan
is subject to the provisions of the Employee Retirement Income Security Act of
1974 (“ERISA”).
General —
The Plan, established June 1, 1989, is a defined contribution plan for all
salaried employees of Century Aluminum Company (the “Company”), Century Aluminum
of West Virginia, Inc., all salaried and hourly employees of Century Aluminum of
Kentucky, LLC and all other domestic employees who are not covered by a
collective bargaining agreement with the Company. The Plan’s trustee is T. Rowe
Price.
Contributions
— Plan participants can elect to have the Company defer up to 100% of their
compensation subject to limitations as determined by Internal Revenue Service
regulations for the purpose of making pre-tax contributions to the Plan. Annual
plan pre-tax contributions were limited to $15,500 for 2008 and 2007;
participants 50 years of age or over may make additional catch-up
contributions of $5,000.
For 2008
and 2007, the Company’s matching contribution was an amount equal to the sum of
(1) 100% of each eligible participant’s contributions (including “catch-up
contributions”) that do not exceed 3% of their compensation for the year, plus
(2) 50% of each eligible participant’s contributions (including “catch-up
contributions”) that exceed 3% of their compensation for the year but do not
exceed 5% percent of their compensation for the year. Contributions made
by the Company are allocated 50% to Century Aluminum Company common
stock (participants may reallocate such investments, subject to securities
law restrictions) and 50% by fund in proportion to the participants'
contributions election.
In
December 2008, the Company announced that they were suspending matching
contributions for the 2009 plan year.
Vesting —
Plan participants are always fully vested in employee pre-tax contributions made
to the Plan. Pre-tax participant contributions are
nonforfeitable. Company contributions are also immediately fully
vested and nonforfeitable.
Participant
Accounts — Participants may elect to have pre-tax participant
contributions invested in one or all of the funds listed in Note 4 and Century
Aluminum Company common stock. Subject to provisions in the Plan, participants
are entitled to distributions upon reaching age 59 ½, or earlier in the case of
retirement, death, termination, or hardship.
Participant
Loans — Participants may borrow from their fund account a minimum of
$1,000 to a maximum amount of: (1) $50,000 or 50% of their vested account
balance, whichever is less. 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 or up to 25 years for the purchase of a
primary residence. The interest rate will be established at the
inception of the loan and will be set at the prime lending rate as posted in the
Wall Street Journal (or similar financial publication) when the loan is
made. The interest rate will be fixed and will not change for the
duration of the loan. The interest rate for loan transactions in 2008
and 2007 ranged from 4.0% to 8.25%. Principal and interest is paid
ratably through payroll deductions.
Forfeited
Accounts — In 2008, employer contributions were reduced by $38,792 from
forfeited amounts. In 2007, employer contributions were reduced by
$2,535 from forfeited accounts.
2.
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SUMMARY
OF SIGNIFICANT ACCOUNTING POLICIES
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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 statements 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 year.
Participant loans are valued at cost, which approximates fair
value. See Note 3 and Note 5 for a discussion of the
valuation of the investments in the common trust funds.
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 component of net appreciation (depreciation) in the fair market
value of such investments.
Use of
Estimates — The preparation of financial statements in accordance with
GAAP 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.
3.
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FAIR
VALUE MEASUREMENTS
|
Effective
January 1, 2008, the Plan adopted Statement of Financial Accounting Standards
(“SFAS”) No. 157, “Fair Value Measurements.” SFAS No. 157 defines
fair value, establishes a framework for measuring fair value, and expands
disclosures about fair value measurements. This pronouncement applies
to a broad range of other existing accounting pronouncements that require or
permit fair value measurements.
SFAS No.
157 defines fair value as “the price that would be received to sell an asset or
paid to transfer a liability in an orderly transaction between market
participants at the measurement date.” Under SFAS No. 157, fair value
is an exit price and that exit price should reflect all the assumptions that
market participants would use in pricing the asset or liability.
SFAS No.
157 recognizes three different valuation techniques; the market approach, income
approach, and/or cost approach. Valuation techniques used
to measure fair value under SFAS No. 157 are based upon observable and
unobservable inputs. Observable inputs reflect market data obtained
from independent sources, while unobservable inputs reflect our internal market
assumptions. These two types of inputs create the following fair
value hierarchy:
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●
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Level
1 – Valuations are based on quoted prices for identical assets or
liabilities in an active market.
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●
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Level
2 – Valuations are based on quoted prices for similar assets or
liabilities in active markets; quoted prices for identical or similar
assets or liabilities in markets that are not active; and model-derived
valuations for which all significant inputs are observable or can be
corroborated by observable market data.
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●
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Level
3 – Assets or liabilities whose significant inputs are
unobservable. Valuations are determined using pricing models
and discounted cash flow models and includes management judgment and
estimation which may be
significant.
|
The
asset’s fair value measurement level within the fair value hierarchy is based on
the lowest level of any input that is significant to the fair value
measurement. Valuation techniques used should maximize the use of
observable inputs and minimize the use of unobservable inputs.
The
following is a description of the valuation methods used for assets measured at
fair value. There have been no changes in methodologies used at
December 31, 2008.
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●
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Common
trust funds: The fair value of the investments in the common
trust funds is determined by the fund trustee based on the fair value of
the underlying securities within the fund, which represent the net asset
value of the shares held by the Plan at year-end.
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●
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Mutual
funds: The fair value of the investments in the mutual funds
are based on observable market quotations and are valued at the closing
price reported on the active market on which the individual securities are
traded.
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●
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Common
stock: The fair value of these securities are based on
observable market quotations and are valued at the closing price reported
on the active market on which the individual securities are
traded.
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●
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Cash
and cash equivalents: The carrying value approximates fair
value.
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●
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Loans
to participants: Participant loans are valued at the
outstanding balances, which approximates fair value. The
determination of the fair value of participant loans includes management
judgment on estimates of repayment rates of these loans which may be
significant to the fair value
measurement.
|
The
following table sets forth by level within the SFAS No. 157 fair value hierarchy
the Plan’s assets that were accounted for at fair value on a recurring
basis. Our assessment of the significance of a particular input to
the fair value measurement requires judgment, and may affect the valuation of
fair value assets and liabilities and the placement within the fair value
hierarchy levels.
Recurring
Fair Value Measurements
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Common
trust funds:
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T.
Rowe Price Stable Value Fund
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$ |
5,078,663 |
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$ |
— |
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$ |
5,078,663 |
|
|
$ |
— |
|
Mutual
funds:
|
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|
|
|
|
|
|
|
|
|
|
|
|
|
|
Rainer
Small/Mid Cap Equity Fund
|
|
|
4,024,364 |
|
|
|
4,024,364 |
|
|
|
— |
|
|
|
— |
|
Balanced
Fund
|
|
|
3,235,194 |
|
|
|
3,235,194 |
|
|
|
— |
|
|
|
— |
|
International
Growth and Income Fund
|
|
|
2,412,132 |
|
|
|
2,412,132 |
|
|
|
— |
|
|
|
— |
|
American
Growth Fund of America
|
|
|
2,051,469 |
|
|
|
2,051,469 |
|
|
|
— |
|
|
|
— |
|
Spectrum
Income Fund
|
|
|
1,924,183 |
|
|
|
1,924,183 |
|
|
|
— |
|
|
|
— |
|
Vanguard
Total Stock Market Fund
|
|
|
1,883,496 |
|
|
|
1,883,496 |
|
|
|
— |
|
|
|
— |
|
PIMCO
Total Return Fund
|
|
|
1,408,428 |
|
|
|
1,408,428 |
|
|
|
— |
|
|
|
— |
|
Equity
Income Fund
|
|
|
1,015,488 |
|
|
|
1,015,488 |
|
|
|
— |
|
|
|
— |
|
Loomis
Sayles Small Cap Value Fund
|
|
|
754,005 |
|
|
|
754,005 |
|
|
|
— |
|
|
|
— |
|
Goldman
Sachs Mid Cap Value A Fund
|
|
|
406,524 |
|
|
|
406,524 |
|
|
|
— |
|
|
|
— |
|
Retirement
2020 Fund
|
|
|
214,592 |
|
|
|
214,592 |
|
|
|
— |
|
|
|
— |
|
New
Horizons Fund
|
|
|
203,229 |
|
|
|
203,229 |
|
|
|
— |
|
|
|
— |
|
Retirement
2010 Fund
|
|
|
54,165 |
|
|
|
54,165 |
|
|
|
— |
|
|
|
— |
|
Global
Stock Fund
|
|
|
40,561 |
|
|
|
40,561 |
|
|
|
— |
|
|
|
— |
|
Retirement
2040 Fund
|
|
|
33,498 |
|
|
|
33,498 |
|
|
|
— |
|
|
|
— |
|
Retirement
2045 Fund
|
|
|
31,259 |
|
|
|
31,259 |
|
|
|
— |
|
|
|
— |
|
Retirement
2015 Fund
|
|
|
30,938 |
|
|
|
30,938 |
|
|
|
— |
|
|
|
— |
|
Retirement
2025 Fund
|
|
|
8,487 |
|
|
|
8,487 |
|
|
|
— |
|
|
|
— |
|
Retirement
2030 Fund
|
|
|
7,981 |
|
|
|
7,981 |
|
|
|
— |
|
|
|
— |
|
Retirement
Income Fund
|
|
|
4,787 |
|
|
|
4,787 |
|
|
|
— |
|
|
|
— |
|
Retirement
2035 Fund
|
|
|
2,068 |
|
|
|
2,068 |
|
|
|
— |
|
|
|
— |
|
Retirement
2050 Fund
|
|
|
1,790 |
|
|
|
1,790 |
|
|
|
— |
|
|
|
— |
|
Common
stock:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Century
Aluminum Company common stock
|
|
|
2,070,008 |
|
|
|
2,070,008 |
|
|
|
— |
|
|
|
— |
|
Loans
to participants
|
|
|
1,563,726 |
|
|
|
— |
|
|
|
— |
|
|
|
1,563,726 |
|
Cash
and cash equivalents
|
|
|
2,050 |
|
|
|
2,050 |
|
|
|
— |
|
|
|
— |
|
TOTAL
|
|
$ |
28,463,085 |
|
|
$ |
21,820,696 |
|
|
$ |
5,078,663 |
|
|
$ |
1,563,726 |
|
The
following table sets forth a summary of changes in the fair value of the Plan’s
Level 3 assets for the year ended December 31, 2008.
Change
in Level 3 Fair Value Measurements during the year ended December 31,
2008:
|
|
|
|
Loans
to Participants
|
|
|
|
|
|
Beginning
balance, January 1, 2008
|
|
$ |
1,410,980 |
|
Issuances,
repayments, and settlements - net
|
|
|
152,746 |
|
Ending
balance, December 31, 2008
|
|
$ |
1,563,726 |
|
As of
December 31, 2008 and 2007, the investment election options available to
participants were the following mutual and common trust funds with T. Rowe
Price as listed in the table below.
2008
|
2007
|
American
Growth Fund of America
|
American
Growth Fund of America
|
Balanced
Fund
|
Balanced
Fund
|
—
|
Total
Equity Market Index Fund
|
Goldman
Sachs Mid Cap Value A Fund
|
Goldman
Sachs Mid Cap Value A Fund
|
International
Growth and Income Fund
|
International
Growth and Income Fund
|
Rainier
Small/Mid Cap Equity Fund
|
Rainier
Small/Mid Cap Equity Fund
|
New
Horizons Fund
|
New
Horizons Fund
|
PIMCO
Total Return Fund
|
PIMCO
Total Return Fund
|
Loomis
Sayles Small Cap Value Fund
|
Loomis
Sayles Small Cap Value Fund
|
Equity
Income Fund
|
Equity
Income Fund
|
Spectrum
Income Fund
|
Spectrum
Income Fund
|
T.
Rowe Price Stable Value Fund
|
T.
Rowe Price Stable Value Fund
|
Vanguard
Total Stock Market Fund
|
—
|
Global
Stock Fund
|
—
|
Retirement
Income Fund
|
—
|
Retirement
2010 Fund
|
—
|
Retirement
2015 Fund
|
—
|
Retirement
2020 Fund
|
—
|
Retirement
2025 Fund
|
—
|
Retirement
2030 Fund
|
—
|
Retirement
2035 Fund
|
—
|
Retirement
2040 Fund
|
—
|
Retirement
2045 Fund
|
—
|
Retirement
2050 Fund
|
—
|
In
addition, participants could elect to invest in the common stock of Century
Aluminum Company.
As of
December 31, 2008 and 2007, the fair value of investments that represent 5%
or more of net assets available for benefits are as follows:
|
|
2008
|
|
|
2007
|
|
|
|
|
|
|
|
|
T.
Rowe Price Stable Value Fund
|
|
$ |
5,078,663 |
|
|
$ |
3,867,137 |
|
Rainier
Small/Mid Cap Equity Fund
|
|
|
4,024,364 |
|
|
|
8,344,165 |
|
Balanced
Fund
|
|
|
3,235,194 |
|
|
|
4,398,228 |
|
International
Growth and Income Fund
|
|
|
2,412,132 |
|
|
|
4,740,611 |
|
Century
Aluminum Company common stock
|
|
|
2,070,008 |
|
|
|
4,337,066 |
|
American
Growth Fund of America
|
|
|
2,051,469 |
|
|
|
3,340,251 |
|
Spectrum
Income Fund
|
|
|
1,924,183 |
|
|
|
2,231,410 |
|
Vanguard
Total Stock Market Fund
|
|
|
1,883,496 |
|
|
|
* |
|
Total
Equity Market Index Fund
|
|
|
* |
|
|
|
3,234,656 |
|
|
|
|
|
|
|
|
|
|
* -
less than 5% of net assets available for benefits for the applicable
period.
|
|
During
the years ended December 31, 2008 and 2007, 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 $(15,600,883) and
$1,426,616, respectively.
|
|
2008
|
|
|
2007
|
|
|
|
|
|
|
|
|
Mutual
funds
|
|
$ |
(12,421,830 |
) |
|
$ |
510,283 |
|
Century
Aluminum Company common stock
|
|
|
(3,153,900 |
) |
|
|
916,333 |
|
Common
trust funds
|
|
|
(25,153 |
) |
|
|
— |
|
Total
|
|
$ |
(15,600,883 |
) |
|
$ |
1,426,616 |
|
5. INVESTMENT
IN STABLE VALUE FUND
Employee
contributions to common trust funds are maintained by T. Rowe Price within the
T. Rowe Price Stable Value Fund (the “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 common trust funds
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.
Limitations
on the Ability of the Fund to Transact at Contract Value:
Restrictions on the Plan –
Participant-initiated transactions are those transactions allowed by the Plan,
including withdrawals for benefits, loans, or transfers to noncompeting funds
within a plan, but excluding withdrawals that are deemed to be caused by the
actions of the Plan Sponsor. The following employer initiated events may limit
the ability of the Fund to transact at contract value:
|
●
|
A
failure of the Plan or its trust to qualify for exemption from federal
income taxes or any required prohibited transaction exemption under
ERISA
|
|
●
|
Any
communication given to Plan participants designed to influence a
participant not to invest in the Fund or to transfer assets out of the
Fund
|
|
●
|
Any
transfer of assets from the Fund directly into a competing investment
option
|
|
●
|
The
establishment of a defined contribution plan that competes with the Plan
for employee contributions
|
|
●
|
Complete
or partial termination of the Plan or its merger with another
plan
|
Circumstances That Impact the Fund –
The Fund invests in assets and enters into “wrapper” contracts issued by
third parties. A wrap contract is an agreement by another party, such as a bank
or insurance company to make payments to the Fund in certain circumstances. Wrap
contracts are designed to allow a stable value portfolio to maintain a constant
net asset value (“NAV”) and protect a portfolio in extreme circumstances. In a
typical wrap contract, the wrap issuer agrees to pay a portfolio the difference
between the contract value and the market value of the underlying assets once
the market value has been totally exhausted.
The wrap
contracts generally contain provisions that limit the ability of the Fund to
transact at contract value upon the occurrence of certain events. These events
include:
|
●
|
Any
substantive modification of the Fund or the administration of the Fund
that is not consented to by the wrap issuer
|
|
●
|
Any
change in law, regulation, or administrative ruling applicable to a plan
that could have a material adverse effect on the Fund’s cash
flow
|
|
●
|
Employer-initiated
transactions by participating plans as described
above
|
In the
event that wrap contracts fail to perform as intended, the Fund’s NAV may
decline if the market value of its assets declines. The Fund’s ability to
receive amounts due pursuant to these wrap contracts is dependent on the
third-party issuer’s ability to meet their financial obligations. The wrap
issuer’s ability to meet its contractual obligations under the wrap contracts
may be affected by future economic and regulatory developments.
The Fund
is unlikely to maintain a stable NAV if, for any reason, it cannot obtain or
maintain wrap contracts covering all of its underlying assets. This could result
from the Fund’s inability to promptly find a replacement wrap contract following
termination of a wrap contract. Wrap contracts are not transferable
and have no trading market. There are a limited number of wrap
issuers. The Fund may lose the benefit of wrap contracts on any portion of its
assets in default in excess of a certain percentage of portfolio
assets.
The
difference between the fair value and contract value of the Stable Value Fund at
December 31, 2008 and 2007 is shown below. There are no reserves against
contract value for credit risk of the contract issuer or otherwise.
|
|
2008
|
|
|
2007
|
|
|
|
|
|
|
|
|
Stable
Value Fund at fair value
|
|
$ |
5,078,663 |
|
|
$ |
3,890,129 |
|
Stable
Value Fund (at contract value)
|
|
|
5,126,271 |
|
|
|
3,867,137 |
|
Adjustment
to contract value
|
|
$ |
47,608 |
|
|
$ |
(22,992 |
) |
The
average yield and interest crediting rate for 2008 and 2007 was as
follows.
|
|
2008
|
|
|
2007
|
|
Average
yield:
|
|
|
|
|
|
|
Based
on annualized earnings (1)
|
|
|
4.57 |
% |
|
|
4.87 |
% |
Based
on interest rate credited to participants (2)
|
|
|
4.23 |
% |
|
|
4.89 |
% |
(1)
|
Computed
by dividing the annualized one-day GAAP earnings of the fund’s
December 31, 2008 and 2007 investments, respectively, (irrespective
of the interest rate credited to the unit holders 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 unit holders
on December 31, 2008 and 2007, respectively, (irrespective of the
actual earnings of the investments in the fund), by the fair value of the
fund’s investments on that date.
|
6. NONPARTICIPANT
DIRECTED INVESTMENTS
As
described in Note 1, the Plan includes nonparticipant directed investments which
relate to the Company matching contributions allocated to Century Aluminum
Company common stock (see Note 3 for information concerning fair value of
the investments). The participant may reallocate their investment in Company
stock at any time, subject to any applicable securities law
restrictions.
Our
trustee, T. Rowe Price, is not able to segregate the balance or activity in the
Century Aluminum Company common stock as participant directed versus
nonparticipant directed.
7. PLAN
TERMINATION
The
Company has no intention to discontinue or terminate the Plan. However, the
Company has reserved the right to amend or terminate the Plan in whole or in
part. In the event the Plan terminates, the participants become fully vested in
their accounts.
8. EXEMPT
PARTY-IN-INTEREST TRANSACTIONS
Certain
Plan investments are shares of mutual funds and common trust funds managed
by T. Rowe Price. T. Rowe Price is the trustee of the Plan, and
therefore, these transactions qualify as exempt party-in-interest
transactions. In addition, certain Plan investments are
common shares of Century Aluminum Company. Century Aluminum
Company is a related party of the Plan sponsor, and therefore, these
transactions qualify as exempt party-in-interest transactions.
9.
|
RISKS
AND UNCERTAINITIES
|
The Plan
utilizes various investment instruments, including mutual funds, common trust
funds and Century Aluminum Company common stock. 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 those changes could
materially affect the amounts reported in the financial statements.
10.
|
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 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.
11.
|
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, 2008 and
2007.
|
|
2008
|
|
|
2007
|
|
Net
assets available for benefits per financial statements
|
|
$ |
28,698,395 |
|
|
$ |
40,778,528 |
|
Adjustment
from fair value to contract value for fully benefit-responsive investment
contracts
|
|
|
(47,608 |
) |
|
|
22,992 |
|
Net
assets available for benefits per Form 5500
|
|
$ |
28,650,787 |
|
|
$ |
40,801,520 |
|
On
December 17, 2008, the Company’s subsidiary, Century Aluminum of West Virginia,
Inc. (“CAWV”), issued a conditional Worker Adjustment and Retraining
Notification Act (“WARN”) notice at its Ravenswood, West Virginia smelter
related to a curtailment of plant operations in 60 days. This facility employed
approximately 684 persons. Simultaneously with the issuance of the
WARN, CAWV began the immediate curtailment of one of its four potlines which was
completed by December 20, 2008.
On
February 4, 2009, the Company announced the curtailment of the remaining plant
operations at Ravenswood. Furloughs for the majority of
Ravenswood's employees were completed by February 20, 2009. The
decision to curtail the operations was due to the relatively high operating cost
at Ravenswood and the depressed global price for primary aluminum.
While the
Company has determined that the loss of Plan participants as a result of the
plant curtailment has caused the Plan to experience a partial termination, all
active and furloughed Plan participants are already 100% vested in their account
balances.
|
|
FORM
5500 — SCHEDULE H, PART IV, LINE 4i — SCHEDULE OF ASSETS (HELD AT END OF
YEAR)
|
|
AS
OF DECEMBER 31, 2008
|
|
|
|
|
|
|
|
|
|
|
|
|
Identity
of Issue, Borrower, Lessor, or Similar Party
|
Description
of Investment
|
|
Shares
|
|
|
Cost
|
|
|
Current
Value
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
* |
|
T.
Rowe Price
|
T.
Rowe Price Stable Value Fund
|
|
|
5,126,270 |
|
|
$ |
5,126,270 |
|
|
$ |
5,078,663 |
|
|
* |
|
T.
Rowe Price
|
Rainier
Small/Mid Cap Equity Fund
|
|
|
199,720 |
|
|
|
7,610,329 |
|
|
|
4,024,364 |
|
|
* |
|
T.
Rowe Price
|
Balanced
Fund
|
|
|
230,263 |
|
|
|
4,559,917 |
|
|
|
3,235,194 |
|
|
* |
|
T.
Rowe Price
|
International
Growth and Income Fund
|
|
|
256,883 |
|
|
|
4,317,768 |
|
|
|
2,412,132 |
|
|
* |
|
Century
Aluminum Company
|
Century
Aluminum Company common stock
|
|
|
207,001 |
|
|
|
4,894,396 |
|
|
|
2,070,008 |
|
|
* |
|
T.
Rowe Price
|
American
Growth Fund of America
|
|
|
100,169 |
|
|
|
3,288,760 |
|
|
|
2,051,469 |
|
|
* |
|
T.
Rowe Price
|
Spectrum
Income Fund
|
|
|
186,271 |
|
|
|
2,239,543 |
|
|
|
1,924,183 |
|
|
* |
|
T.
Rowe Price
|
Vanguard
Total Stock Market Fund
|
|
|
89,520 |
|
|
|
2,656,421 |
|
|
|
1,883,496 |
|
|
* |
|
T.
Rowe Price
|
PIMCO
Total Return Fund
|
|
|
138,898 |
|
|
|
1,477,134 |
|
|
|
1,408,428 |
|
|
* |
|
T.
Rowe Price
|
Equity
Income Fund
|
|
|
59,455 |
|
|
|
1,566,913 |
|
|
|
1,015,488 |
|
|
* |
|
T.
Rowe Price
|
Loomis
Sayles Small Cap Value Fund
|
|
|
45,587 |
|
|
|
1,083,231 |
|
|
|
754,005 |
|
|
* |
|
T.
Rowe Price
|
Goldman
Sachs Mid Cap Value A Fund
|
|
|
18,428 |
|
|
|
617,105 |
|
|
|
406,524 |
|
|
* |
|
T.
Rowe Price
|
Retirement
2020 Fund
|
|
|
19,315 |
|
|
|
239,624 |
|
|
|
214,592 |
|
|
* |
|
T.
Rowe Price
|
New
Horizons Fund
|
|
|
11,424 |
|
|
|
319,481 |
|
|
|
203,229 |
|
|
* |
|
T.
Rowe Price
|
Retirement
2010 Fund
|
|
|
4,832 |
|
|
|
55,288 |
|
|
|
54,165 |
|
|
* |
|
T.
Rowe Price
|
Global
Stock Fund
|
|
|
3,602 |
|
|
|
60,067 |
|
|
|
40,561 |
|
|
* |
|
T.
Rowe Price
|
Retirement
2040 Fund
|
|
|
3,023 |
|
|
|
43,402 |
|
|
|
33,498 |
|
|
* |
|
T.
Rowe Price
|
Retirement
2045 Fund
|
|
|
4,236 |
|
|
|
44,526 |
|
|
|
31,259 |
|
|
* |
|
T.
Rowe Price
|
Retirement
2015 Fund
|
|
|
3,727 |
|
|
|
39,140 |
|
|
|
30,938 |
|
|
* |
|
T.
Rowe Price
|
Retirement
2025 Fund
|
|
|
1,069 |
|
|
|
9,967 |
|
|
|
8,487 |
|
|
* |
|
T.
Rowe Price
|
Retirement
2030 Fund
|
|
|
715 |
|
|
|
9,926 |
|
|
|
7,981 |
|
|
* |
|
T.
Rowe Price
|
Retirement
Income Fund
|
|
|
464 |
|
|
|
4,973 |
|
|
|
4,787 |
|
|
* |
|
T.
Rowe Price
|
Retirement
2035 Fund
|
|
|
265 |
|
|
|
2,379 |
|
|
|
2,068 |
|
|
* |
|
T.
Rowe Price
|
Retirement
2050 Fund
|
|
|
289 |
|
|
|
2,079 |
|
|
|
1,790 |
|
|
* |
|
T.
Rowe Price
|
Cash
and cash equivalents
|
|
|
— |
|
|
|
2,050 |
|
|
|
2,050 |
|
|
|
|
|
|
|
|
|
|
|
|
40,270,689 |
|
|
|
26,899,359 |
|
|
* |
|
Participants
|
Loan
Fund — (with maturity dates through 2020 at interest rates ranging from
4.00% to 8.25%)
|
|
|
|
|
|
|
1,563,726 |
|
|
|
1,563,726 |
|
|
|
|
TOTAL
|
|
|
|
|
|
|
$ |
41,834,415 |
|
|
$ |
28,463,085 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
* Party-in-interest.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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 401(k) PLAN
|
|
BY:
/s/ Michael A. Bless
|
|
Michael
A. Bless
|
|
Executive
Vice President, Chief Financial Officer, Member of Retirement
Committee
|
|
Century
Aluminum Company
|
|
DATE:
June 29, 2009
|
EXHIBIT
INDEX
Exhibit No.
|
|
Exhibit Description
|
|
|
|
23.1
|
|
Consent
of Independent Registered Public Accounting
Firm
|