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
 

 
Page
1
FINANCIAL STATEMENTS AS OF AND FOR THE YEARS ENDED DECEMBER 31, 2007 AND 2006:
  
2
3
4-8
9
10
SIGNATURE   
 11
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.
  

 
 


 
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
 
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
 
 
 
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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.
  

 

 
 
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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.
  

 

 
 
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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”).
 
 

 
 
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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.
 

 
 
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3.
INVESTMENTS
 
 
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  

 

 
 
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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.

 
5.
PLAN TERMINATION
 
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 -
 

 
 
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  

 
******
 

 
 
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SUPPLEMENTAL SCHEDULE
 

 
 
- 9 -
 
 
 
 

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.

 

 
 
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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
   
 
 
BY:   /s/ Michael A. Bless
 
Michael A. Bless
 
Executive Vice President, Chief Financial Officer, Member of Retirement Committee
 
Century Aluminum Company
 
 
DATE: June 30, 2008


 

 

 


 
 
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EXHIBIT INDEX
 
Exhibit No.
Exhibit Description
23.1
Consent of Independent Registered Public Accounting Firm

 

 
 
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