|
|
|
|
|
|
|
|
|
|
March 31, 2019
|
|
December 31, 2018
|
Debt classified as current liabilities:
|
|
|
|
Hancock County industrial revenue bonds ("IRBs") due April 1, 2028, interest payable quarterly (variable interest rates (not to exceed 12%))
(1)
|
$
|
7.8
|
|
|
$
|
7.8
|
|
U.S. revolving credit facility
(2)
|
35.3
|
|
|
23.3
|
|
Other short-term borrowings
|
3.4
|
|
|
—
|
|
Debt classified as non-current liabilities:
|
|
|
|
7.5% senior secured notes due June 1, 2021, net of debt discount of $1.2 million and $1.4 million, respectively, interest payable semiannually
|
248.8
|
|
|
248.6
|
|
Total
|
$
|
295.3
|
|
|
$
|
279.7
|
|
(1)
The IRBs are classified as current liabilities because they are remarketed weekly and could be required to be repaid upon demand if there is a failed remarketing. The IRB interest rate at
March 31, 2019
was
1.69%
.
(2)
The U.S. revolving credit facility is classified as a current liability because we repay amounts outstanding and reborrow funds based on our working capital requirements. Borrowings bear interest at our option of either LIBOR or a base rate, plus, in each case, an applicable interest margin. At March 31, 2019, interest on the base rate portion was
5.75%
, and interest on the LIBOR portion was
3.74%
.
7.5% Notes due 2021
General.
On June 4, 2013, we issued
$250.0 million
of our
7.5%
Notes due June 1, 2021 (the "2021 Notes") in a private offering exempt from the registration requirements of the Securities Act of 1933, as amended. The 2021 Notes were issued at a discount and bear interest at the rate of
7.5%
per annum on the principal amount,
payable semi-annually in arrears in cash on June 1st and December 1st of each
year.
Fair Value.
Fair value for our 2021 Notes was based on the latest trading data available and was
$251.3 million
and
$247.9 million
, as of
March 31, 2019
and
December 31, 2018
, respectively. Although we use quoted market prices for identical debt instruments, the markets on which they trade are not considered to be active and are therefore considered Level 2 fair value measurements.
Glencore Loan
On April 29, 2019, we entered into the Loan Agreement with Glencore pursuant to which the Company borrowed
$40.0 million
on that date. The Loan matures on December 31, 2021, and is to be repaid in twenty-four (
24
) equal monthly installments of principal, together with interest, beginning on January 31, 2020. The Loan bears interest at a floating rate equal to LIBOR plus
5.375%
and is not secured by any collateral.
U.S. Revolving Credit Facility
We and certain of our direct and indirect domestic subsidiaries have a senior secured revolving credit facility with a syndicate of lenders (the "U.S. revolving credit facility"). The U.S. revolving credit facility provides for borrowings of up to
$175.0 million
in the aggregate, including up to
$110.0 million
under a letter of credit sub-facility, and also includes an uncommitted accordion feature whereby borrowers may increase the capacity of the U.S. revolving credit facility by up to
$50.0 million
, subject to agreement with the lenders.
The U.S. revolving credit facility matures on the earlier of May 2023 or six months before the stated maturity of our outstanding senior secured notes. Any letters of credit issued and outstanding under the U.S. revolving credit facility reduce our borrowing availability on a dollar-for-dollar basis. At
March 31, 2019
, there were
$35.3 million
in outstanding borrowings
CENTURY ALUMINUM COMPANY
Condensed Notes to the Consolidated Financial Statements (continued)
(amounts in millions, except share and per share amounts)
(Unaudited)
under our U.S. revolving credit facility. Principal payments, if any, are due upon maturity of the U.S. revolving credit facility.
|
|
|
|
|
Status of our U.S. revolving credit facility:
|
March 31, 2019
|
Credit facility maximum amount
|
$
|
175.0
|
|
Borrowing availability
|
175.0
|
|
Outstanding letters of credit issued
|
37.7
|
|
Outstanding borrowings
|
35.3
|
|
Borrowing availability, net of outstanding letters of credit and borrowings
|
102.0
|
|
Iceland Revolving Credit Facility
Our wholly-owned subsidiary, Nordural Grundartangi ehf ("Grundartangi"), has entered into a
$50.0 million
revolving credit facility agreement with Landsbankinn hf., dated November 2013 as amended. Under the terms of the Iceland revolving credit facility, when Grundartangi borrows funds it will designate a repayment date, which may be any date prior to the maturity of the Iceland revolving credit facility. The Iceland revolving credit facility has a term through November 2020.
|
|
|
|
|
Status of our Iceland revolving credit facility:
|
March 31, 2019
|
Credit facility maximum amount
|
$
|
50.0
|
|
Borrowing availability
|
50.0
|
|
Outstanding letters of credit issued
|
—
|
|
Outstanding borrowings
|
—
|
|
Borrowing availability, net of borrowings
|
50.0
|
|
CENTURY ALUMINUM COMPANY
Condensed Notes to the Consolidated Financial Statements (continued)
(amounts in millions, except share and per share amounts)
(Unaudited)
|
|
11.
|
Commitments and Contingencies
|
Environmental Contingencies
Based upon all available information, we believe our current environmental liabilities do not have, and are not likely to have, a material adverse effect on our financial condition, results of operations or liquidity. However, because of the inherent uncertainties in estimating environmental liabilities primarily due to unknown facts and circumstances and changing governmental regulations and legal standards regarding liability, there can be no assurance that future capital expenditures and costs for environmental compliance at currently or formerly owned or operated properties will not result in liabilities that may have a material adverse effect on our financial condition, results of operations or liquidity.
It is our 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. All accrued amounts have been recorded without giving effect to any possible future recoveries. Costs for ongoing environmental compliance, including maintenance and monitoring are expensed as incurred.
Vernon
In July 2006, we were named as a defendant, together with certain affiliates of Alcan Inc., in a lawsuit brought by Alcoa Inc. seeking to determine responsibility for certain environmental indemnity obligations related to the sale of a cast aluminum plate manufacturing facility located in Vernon, California, which we purchased from Alcoa Inc. in December 1998, and sold to Alcan Rolled Products-Ravenswood LLC in July 1999. The complaint also seeks costs and attorney fees. The matter was stayed by the court in 2008 to allow for the remediation of environmental areas at the site. On June 30, 2016, the U.S. District Court for the District of Delaware ordered the stay lifted and reopened the case. Discovery is expected to be completed in the second or third quarter of 2019, and trial is currently set to begin in the second quarter of 2020. At this stage, we cannot predict the ultimate outcome of this action or estimate a range of possible losses related to this matter.
Matters relating to the St. Croix Alumina Refining Facility
We are a party to a United States Environmental Protection Agency Administrative Order on Consent (the "Order") pursuant to which certain past and present owners of an alumina refining facility at St. Croix, Virgin Islands (the "St. Croix Alumina Refinery") 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. At this time, we are not able to estimate the amount of any future potential payments under this indemnification to comply with the Order, but we do not anticipate that any such amounts will have a material adverse effect on our financial condition, results of operations or liquidity, regardless of the final outcome.
In December 2010, Century was among several defendants named in a lawsuit filed by plaintiffs who either worked, resided or owned property in the area downwind from the St. Croix Alumina Refinery. In March 2011, Century was also named a defendant in a nearly identical suit brought by certain additional plaintiffs. The plaintiffs in both suits allege damages caused by the presence of red mud and other particulates coming from the alumina facility and are seeking unspecified monetary damages, costs and attorney fees as well as certain injunctive relief. We tendered indemnity and defense to St. Croix Alumina LLC and Alcoa Alumina & Chemical LLC under the terms of an acquisition agreement relating to the facility and have filed motions to dismiss plaintiffs’ claims. In August 2015, the Superior Court of the Virgin Islands, Division of St. Croix denied the motions to dismiss but ordered all plaintiffs to refile individual complaints. On February 28, 2018, plaintiffs in both cases filed a Motion for Voluntary Dismissal of Century without prejudice to refiling. At this time, it is not possible to predict the ultimate outcome of or to estimate a range of possible losses for any of the foregoing actions relating to the St. Croix Alumina Refinery.
Legal Contingencies
In addition to the foregoing matters, we have pending against us or may be subject to various lawsuits, claims and proceedings related primarily to employment, commercial, stockholder, safety and health matters. While the results of such litigation matters and claims cannot be predicted with certainty, we believe that the final outcome of such matters will not have a material adverse impact on our financial condition, results of operations or liquidity. However, because of the nature and
CENTURY ALUMINUM COMPANY
Condensed Notes to the Consolidated Financial Statements (continued)
(amounts in millions, except share and per share amounts)
(Unaudited)
inherent uncertainties of litigation, should the outcome of these actions be unfavorable, our business, financial condition, results of operations and liquidity could be materially and adversely affected.
In evaluating whether to accrue for losses associated with legal contingencies, it is our policy to take into consideration factors such as the facts and circumstances asserted, our historical experience with contingencies of a similar nature, the likelihood of our prevailing and the severity of any potential loss. For some matters, no accrual is established because we have assessed our risk of loss to be remote. Where the risk of loss is probable and the amount of the loss can be reasonably estimated, we record an accrual, either on an individual basis or with respect to a group of matters involving similar claims, based on the factors set forth above.
When we have assessed that a loss associated with legal contingencies is reasonably possible, we determine if estimates of possible losses or ranges of possible losses are in excess of related accrued liabilities, if any. Based on current knowledge, management has ascertained estimates for losses that are reasonably possible and management does not believe that any reasonably possible outcomes in excess of our accruals, if any, either individually or in aggregate, would be material to our financial condition, results of operations or liquidity. We reevaluate and update our assessments and accruals as matters progress over time.
Ravenswood Retiree Medical Benefits Changes
In November 2009, Century Aluminum of West Virginia ("CAWV") filed a class action complaint for declaratory judgment against the United Steel, Paper and Forestry, Rubber, Manufacturing, Energy, Allied Industrial and Service Workers International Union ("USW"), the USW’s local and certain CAWV retirees, individually and as class representatives ("CAWV Retirees"), seeking a declaration of CAWV’s rights to modify/terminate retiree medical benefits. Later in November 2009, the USW and representatives of a retiree class filed a separate suit against CAWV, Century Aluminum Company, Century Aluminum Master Welfare Benefit Plan, and various John Does with respect to the foregoing.
On August 18, 2017, the District Court for the Southern District of West Virginia approved a settlement agreement in respect of these actions. Under the terms of the settlement agreement, CAWV agreed to make payments into a trust for the benefit of the CAWV Retirees in the aggregate amount of
$23.0 million
over the course of
10
years. Upon approval of the settlement, we paid
$5.0 million
to the aforementioned trust in September 2017 and recognized a gain of
$5.5 million
to arrive at the then net present value of the liability of
$12.5 million
. CAWV has agreed to pay the remaining amounts under the settlement agreement in annual increments of
$2.0 million
for
nine
years. As of
March 31, 2019
,
$2.0 million
had been recorded in other current liabilities and
$10.0 million
was recorded in other liabilities.
PBGC Settlement
In 2013, we entered into a settlement agreement with the Pension Benefit Guarantee Corporation ("PBGC") regarding an alleged "cessation of operations" at our Ravenswood facility. Pursuant to the terms of the agreement, we agreed to make additional contributions (above any minimum required contributions) to our defined benefit pension plans totaling approximately
$17.4 million
. Under certain circumstances, in periods of lower primary aluminum prices relative to our cost of operations, we are able to defer one or more of these payments provided that we provide the PBGC with acceptable security for such deferred payments. We did not make any contributions for the three month periods ended March 31, 2019 and 2018. We have elected to defer certain payments under the PBGC agreement and have provided the PBGC with the appropriate security. The remaining contributions under this agreement are approximately
$9.6 million
.
Power Commitments and Contingencies
Hawesville
Hawesville has a power supply arrangement with Kenergy and EDF Trading North America, LLC (“EDF") which provides market-based power to the Hawesville smelter. Under this arrangement, the power companies purchase power on the open market and pass it through to Hawesville at Midcontinent Independent System Operator ("MISO") pricing plus transmission and other costs. The power supply arrangement with Kenergy has an effective term through December 2023. The arrangement with EDF to act as our market participant with MISO has an effective term through May 2020. Each of these agreements provide for automatic extension on a year-to-year basis unless a
one
-year notice is given.
CENTURY ALUMINUM COMPANY
Condensed Notes to the Consolidated Financial Statements (continued)
(amounts in millions, except share and per share amounts)
(Unaudited)
Sebree
Sebree has a power supply arrangement with Kenergy and EDF which provides market-based power to the Sebree smelter. Similar to the arrangement at Hawesville, the power companies purchase power on the open market and pass it through to Sebree at MISO pricing plus transmission and other costs. The power supply arrangement with Kenergy has an effective term through December 2023. The arrangement with EDF to act as our market participant with MISO has an effective term through May 2020. Each of these agreements provides for automatic extension on a year-to-year basis unless a
one
-year notice is given.
Mt. Holly
Mt. Holly has a power supply arrangement pursuant to which
25%
of the Mt. Holly load is served from the South Carolina Public Service Authority’s ("Santee Cooper") generation at a cost-based industrial rate and
75%
of the Mt. Holly load is sourced from a supplier that is outside Santee Cooper’s service territory at market prices that are tied to natural gas prices. The agreement with Santee Cooper has a term through December 31, 2020 and may be terminated by Mt. Holly on
120
days' notice. The agreement with the other power supplier has a term through December 31, 2020 and may be terminated by Mt. Holly on
60
days’ notice.
Grundartangi
Grundartangi has power purchase agreements for approximately
525
MW with HS Orka hf ("HS"), Landsvirkjun and Orkuveita Reykjavikur ("OR") to provide power to its Grundartangi smelter. These power purchase agreements expire on various dates from 2023 through 2036 (subject to extension). The power purchase agreements with HS and OR both provide power at LME-based variable rates for the duration of these agreements. The power purchase agreement with Landsvirkjun for
161
MW provides power at LME-based variable rates through October 2019 and at rates linked to the Nord Pool power market from November 2019 through the expiration of the agreement on December 31, 2023.
Helguvik
Nordural Helguvik ehf ("Helguvik") has a power purchase agreement with OR to provide a portion of the power requirements to the Helguvik project. The agreement would provide power at LME-based variable rates and contain take-or-pay obligations with respect to a significant percentage of the total committed and available power under such agreement. The first phase of power under the OR purchase agreement (approximately
47.5
MW) became available in the fourth quarter of 2011 and is currently being utilized at Grundartangi. The agreement contains certain conditions to OR’s obligations with respect to the remaining phases and OR has alleged that certain of these conditions have not been satisfied. We are in discussions with OR with respect to such conditions and other matters pertaining to this agreement.
Other Commitments and Contingencies
Labor Commitments
The bargaining unit employees at our Grundartangi, Vlissingen, Hawesville and Sebree facilities are represented by labor unions, representing approximately
65%
of our total workforce.
Approximately
85%
of Grundartangi’s work force is represented by
five
labor unions, governed by a labor agreement which is effective through December 31, 2019 that establishes wages and work rules for covered employees.
100%
of Vlissingen's work force is represented by the Federation for the Metal and Electrical Industry ("FME") by a labor agreement that is effective through December 1, 2020.
Approximately
57%
of our U.S. based work force is represented by USW. The labor agreement for Hawesville employees is effective through April 1, 2020. Century Sebree's labor agreement with the USW for its employees is effective through October 28, 2023. Mt. Holly employees are not represented by a labor union.
CENTURY ALUMINUM COMPANY
Condensed Notes to the Consolidated Financial Statements (continued)
(amounts in millions, except share and per share amounts)
(Unaudited)
|
|
12.
|
Components of Accumulated Other Comprehensive Loss
|
|
|
|
|
|
|
|
|
|
Components of AOCL:
|
March 31, 2019
|
|
December 31, 2018
|
Defined benefit plan liabilities
|
$
|
(106.7
|
)
|
|
$
|
(107.3
|
)
|
Unrealized loss on financial instruments
|
2.4
|
|
|
2.5
|
|
Other comprehensive loss before income tax effect
|
(104.3
|
)
|
|
(104.8
|
)
|
Income tax effect
(1)
|
4.6
|
|
|
6.1
|
|
Accumulated other comprehensive loss
|
$
|
(99.7
|
)
|
|
$
|
(98.7
|
)
|
(1)
The allocation of the income tax effect to the components of other comprehensive loss is as follows:
|
|
|
|
|
|
|
|
|
|
March 31, 2019
|
|
December 31, 2018
|
Defined benefit plan liabilities
|
$
|
5.1
|
|
|
$
|
6.6
|
|
Unrealized loss on financial instruments
|
(0.5
|
)
|
|
(0.5
|
)
|
The following table summarizes the changes in the accumulated balances for each component of AOCL:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Defined benefit plan and other postretirement liabilities
|
|
Unrealized gain (loss) on financial instruments
|
|
Total, net of tax
|
Balance, December 31, 2018
|
$
|
(100.7
|
)
|
|
$
|
2.0
|
|
|
$
|
(98.7
|
)
|
Impact of ASU 2018-02*
|
$
|
(1.3
|
)
|
|
$
|
—
|
|
|
$
|
(1.3
|
)
|
Net amount reclassified to net income (loss)
|
0.3
|
|
|
0.0
|
|
|
0.3
|
|
Balance, March 31, 2019
|
$
|
(101.7
|
)
|
|
$
|
2.0
|
|
|
$
|
(99.7
|
)
|
|
|
|
|
|
|
Balance, January 1, 2018
|
$
|
(93.8
|
)
|
|
$
|
2.1
|
|
|
$
|
(91.7
|
)
|
Net amount reclassified to net income (loss)
|
0.4
|
|
|
0.0
|
|
0.4
|
|
Balance, March 31, 2018
|
$
|
(93.4
|
)
|
|
$
|
2.1
|
|
|
$
|
(91.3
|
)
|
*ASU 2018-02. See
Note 8. Income Taxes
for further information regarding our adoption of ASU 2018-02.
CENTURY ALUMINUM COMPANY
Condensed Notes to the Consolidated Financial Statements (continued)
(amounts in millions, except share and per share amounts)
(Unaudited)
Reclassifications out of AOCL were included in the consolidated statements of operations as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three months ended March 31,
|
|
AOCL Components
|
|
Location
|
|
2019
|
|
2018
|
|
Defined benefit plan and other postretirement liabilities
|
|
Cost of goods sold
|
|
$
|
0.6
|
|
|
$
|
0.7
|
|
|
|
|
Selling, general and administrative expenses
|
|
(0.4
|
)
|
|
(0.4
|
)
|
|
|
|
Other operating expense, net
|
|
0.4
|
|
|
0.5
|
|
|
|
|
Income tax effect
|
|
(0.3
|
)
|
|
(0.4
|
)
|
|
|
|
Net of tax
|
|
$
|
0.3
|
|
|
$
|
0.4
|
|
|
|
|
|
|
|
|
|
|
Unrealized loss on financial instruments
|
|
Cost of goods sold
|
|
$
|
0.0
|
|
|
$
|
0.0
|
|
|
|
|
Income tax effect
|
|
0.0
|
|
|
0.0
|
|
|
|
|
Net of tax
|
|
$
|
0.0
|
|
|
$
|
0.0
|
|
|
|
|
13.
|
Components of Net Periodic Benefit Cost
|
|
|
|
|
|
|
|
|
|
|
|
Pension Benefits
|
|
Three months ended March 31,
|
|
|
2019
|
|
2018
|
|
Service cost
|
$
|
1.1
|
|
|
$
|
1.1
|
|
|
Interest cost
|
3.3
|
|
|
3.1
|
|
|
Expected return on plan assets
|
(4.9
|
)
|
|
(5.3
|
)
|
|
Amortization of prior service costs
|
0.0
|
|
0.0
|
|
|
Amortization of net loss
|
1.1
|
|
|
1.5
|
|
|
Net periodic benefit cost
|
$
|
0.6
|
|
|
$
|
0.4
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other Postretirement Benefits ("OPEB")
|
|
Three months ended March 31,
|
|
|
2019
|
|
2018
|
|
Service cost
|
$
|
0.0
|
|
|
$
|
0.1
|
|
|
Interest cost
|
1.0
|
|
|
1.1
|
|
|
Amortization of prior service cost
|
(1.3
|
)
|
|
(1.8
|
)
|
|
Amortization of net loss
|
0.8
|
|
|
1.1
|
|
|
Net periodic benefit cost
|
$
|
0.5
|
|
|
$
|
0.5
|
|
|
As of March 31, 2019
, we had an open position of
66,506
tonnes related to LME forward financial sales contracts, some of which are with Glencore, to fix the forward LME price. These contracts are expected to settle monthly, between November 2019 and December 2024. We also have an open position related to Midwest Premium ("MWP") forward financial sales contracts to fix the forward MWP. As of
March 31, 2019
, we had an open position of 104
,250 tonnes
. These contracts are expected to settle monthly through December 2020.
CENTURY ALUMINUM COMPANY
Condensed Notes to the Consolidated Financial Statements (continued)
(amounts in millions, except share and per share amounts)
(Unaudited)
We have financial contracts with various counterparties, to offset fixed price sales arrangements with certain of our customers (the “fixed for floating swaps”) to remain exposed to the LME price.
As of March 31, 2019
, we had open positions related to such arrangements of
12,093
tonnes settling at various dates through May 2020.
In 2017, we entered into financial contracts to fix the forward price of approximately
4%
of Grundartangi's total power requirements for the period November 2019 through December 2020 (the “power price swaps”).
As of March 31, 2019
, we had an open position of
256,200
MWh related to the power price swaps. Because the power price swaps are settled in euros, in 2018 we entered into financial contracts to hedge the risk of fluctuations associated with the euro (the "FX swaps").
As of March 31, 2019
, we had open positions related to the FX swaps for
€5.6
million that settle monthly from November 2019 through December 2020.
The following table sets forth the Company's derivative assets and liabilities that were accounted for at fair value and not designated as cashflow hedges as of March 31, 2019 and December 31, 2018:
|
|
|
|
|
|
|
|
|
|
Asset Fair Value
|
|
March 31, 2019
|
|
December 31, 2018
|
Commodity contracts
(1)
|
$
|
8.9
|
|
|
$
|
8.2
|
|
Foreign exchange contracts
(2)
|
—
|
|
|
—
|
|
Total
|
$
|
8.9
|
|
|
$
|
8.2
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Liability Fair Value
|
|
March 31, 2019
|
|
December 31, 2018
|
Commodity contracts
(1)
|
$
|
8.3
|
|
|
$
|
2.2
|
|
Foreign exchange contracts
(2)
|
0.5
|
|
|
0.3
|
|
Total
|
$
|
8.8
|
|
|
$
|
2.5
|
|
|
|
|
|
(1)
Commodity contracts reflect our outstanding LME forward financial sales contracts, MWP forward financial sales contracts, fixed for floating swaps, and power price swaps.
(2)
Foreign exchange contracts reflect our outstanding FX swaps.
The following table summarizes the net (loss) gain on forward and derivative contracts for the three months ended March 31, 2019 and 2018:
|
|
|
|
|
|
|
|
|
|
|
Three months ended March 31,
|
|
2019
|
|
2018
|
|
Commodity contracts
(3)
|
$
|
(5.5
|
)
|
|
$
|
0.7
|
|
|
Foreign exchange contracts
|
(0.2
|
)
|
|
—
|
|
|
Total
|
$
|
(5.7
|
)
|
|
$
|
0.7
|
|
|
(3)
For the three months ended March 31, 2019 and 2018,
$(1.0)
million and
$0.3
million of the net (loss) gain, respectively, was with Glencore.
|
|
15.
|
Condensed Consolidating Financial Information
|
Our 2021 Notes are guaranteed by each of our material existing and future domestic subsidiaries (The "Guarantor Subsidiaries"), except for Nordural US LLC, Century Aluminum Development LLC and Century Aluminum of West Virginia, Inc. The Guarantor Subsidiaries are
100%
owned by Century. All guarantees are full and unconditional; all guarantees are joint and several. These notes are not guaranteed by our foreign subsidiaries (such foreign subsidiaries, Nordural US LLC, Century
CENTURY ALUMINUM COMPANY
Condensed Notes to the Consolidated Financial Statements (continued)
(amounts in millions)
(Unaudited)
Aluminum Development LLC and Century Aluminum of West Virginia, Inc., collectively the “Non-Guarantor Subsidiaries”). We allocate corporate expenses or income to our subsidiaries and charge interest on certain intercompany balances.
The following summarized condensed consolidating statements of comprehensive income (loss) for the
three months ended March 31, 2019
and
2018
, condensed consolidating balance sheets as of
March 31, 2019
and
December 31, 2018
and the condensed consolidating statements of cash flows for the
three months ended March 31, 2019
and
2018
present separate results for Century, the Guarantor Subsidiaries, the Non-Guarantor Subsidiaries, consolidating adjustments and total consolidated amounts.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Condensed Consolidating Statements of Comprehensive Income (Loss)
|
For the three months ended March 31, 2019
|
|
The Company
|
|
Combined Guarantor Subsidiaries
|
|
Combined Non-Guarantor Subsidiaries
|
|
Consolidating Adjustments
|
|
Total Consolidated
|
NET SALES:
|
|
|
|
|
|
|
|
|
|
Related parties
|
$
|
—
|
|
|
$
|
152.5
|
|
|
$
|
158.8
|
|
|
$
|
—
|
|
|
$
|
311.3
|
|
Other customers
|
—
|
|
|
172.7
|
|
|
6.0
|
|
|
—
|
|
|
178.7
|
|
Total net sales
|
—
|
|
|
325.2
|
|
|
164.8
|
|
|
—
|
|
|
490.0
|
|
Cost of goods sold
|
—
|
|
|
327.2
|
|
|
175.6
|
|
|
—
|
|
|
502.8
|
|
Gross profit (loss)
|
—
|
|
|
(2.0
|
)
|
|
(10.8
|
)
|
|
—
|
|
|
(12.8
|
)
|
Selling, general and administrative expenses
|
14.1
|
|
|
—
|
|
|
0.6
|
|
|
—
|
|
|
14.7
|
|
Other operating (income) expense - net
|
—
|
|
|
—
|
|
|
0.3
|
|
|
—
|
|
|
0.3
|
|
Operating income (loss)
|
(14.1
|
)
|
|
(2.0
|
)
|
|
(11.7
|
)
|
|
—
|
|
|
(27.8
|
)
|
Interest expense
|
(5.4
|
)
|
|
(0.4
|
)
|
|
—
|
|
|
—
|
|
|
(5.8
|
)
|
Intercompany interest
|
8.7
|
|
|
2.5
|
|
|
(11.2
|
)
|
|
—
|
|
|
—
|
|
Interest income
|
—
|
|
|
—
|
|
|
0.2
|
|
|
—
|
|
|
0.2
|
|
Net gain (loss) on forward and derivative contracts
|
(4.7
|
)
|
|
0.4
|
|
|
(1.4
|
)
|
|
—
|
|
|
(5.7
|
)
|
Other income (expense) - net
|
0.8
|
|
|
(0.5
|
)
|
|
0.8
|
|
|
—
|
|
|
1.1
|
|
Income (loss) before income taxes and equity in earnings of joint ventures
|
(14.7
|
)
|
|
—
|
|
|
(23.3
|
)
|
|
—
|
|
|
(38.0
|
)
|
Income tax (expense) benefit
|
1.0
|
|
|
—
|
|
|
1.9
|
|
|
—
|
|
|
2.9
|
|
Income (loss) before equity in earnings of joint ventures
|
(13.7
|
)
|
|
—
|
|
|
(21.4
|
)
|
|
—
|
|
|
(35.1
|
)
|
Equity in earnings (loss) of joint ventures
|
(20.9
|
)
|
|
0.3
|
|
|
0.5
|
|
|
20.6
|
|
|
0.5
|
|
Net income (loss)
|
(34.6
|
)
|
|
0.3
|
|
|
(20.9
|
)
|
|
20.6
|
|
|
(34.6
|
)
|
Other comprehensive income (loss) before income tax effect
|
0.6
|
|
|
0.6
|
|
|
0.3
|
|
|
(0.9
|
)
|
|
0.6
|
|
Income tax effect
|
(0.3
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(0.3
|
)
|
Other comprehensive income (loss)
|
0.3
|
|
|
0.6
|
|
|
0.3
|
|
|
(0.9
|
)
|
|
0.3
|
|
Total comprehensive income (loss)
|
$
|
(34.3
|
)
|
|
$
|
0.9
|
|
|
$
|
(20.6
|
)
|
|
$
|
19.7
|
|
|
$
|
(34.3
|
)
|
CENTURY ALUMINUM COMPANY
Condensed Notes to the Consolidated Financial Statements (continued)
(amounts in millions)
(Unaudited)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Condensed Consolidating Statements of Comprehensive Income (Loss)
|
For the three months ended March 31, 2018
|
|
The Company
|
|
Combined Guarantor Subsidiaries
|
|
Combined Non-Guarantor Subsidiaries
|
|
Consolidating Adjustments
|
|
Total Consolidated
|
NET SALES:
|
|
|
|
|
|
|
|
|
|
Related parties
|
$
|
—
|
|
|
$
|
110.7
|
|
|
$
|
185.5
|
|
|
$
|
—
|
|
|
$
|
296.2
|
|
Other customers
|
—
|
|
|
157.5
|
|
|
0.8
|
|
|
—
|
|
|
158.3
|
|
Total net sales
|
—
|
|
|
268.2
|
|
|
186.3
|
|
|
—
|
|
|
454.5
|
|
Cost of goods sold
|
—
|
|
|
261.2
|
|
|
178.8
|
|
|
—
|
|
|
440.0
|
|
Gross profit (loss)
|
—
|
|
|
7.0
|
|
|
7.5
|
|
|
—
|
|
|
14.5
|
|
Selling, general and administrative expenses
|
10.0
|
|
|
—
|
|
|
0.7
|
|
|
—
|
|
|
10.7
|
|
Other operating (income) expense - net
|
—
|
|
|
—
|
|
|
0.3
|
|
|
—
|
|
|
0.3
|
|
Operating income (loss)
|
(10.0
|
)
|
|
7.0
|
|
|
6.5
|
|
|
—
|
|
|
3.5
|
|
Interest expense
|
(5.1
|
)
|
|
(0.4
|
)
|
|
—
|
|
|
—
|
|
|
(5.5
|
)
|
Intercompany interest
|
9.0
|
|
|
2.3
|
|
|
(11.3
|
)
|
|
—
|
|
|
—
|
|
Interest income
|
0.2
|
|
|
—
|
|
|
0.3
|
|
|
—
|
|
|
0.5
|
|
Net gain (loss) on forward and derivative contracts
|
—
|
|
|
0.3
|
|
|
0.4
|
|
|
—
|
|
|
0.7
|
|
Other income (expense) - net
|
0.5
|
|
|
—
|
|
|
(1.6
|
)
|
|
—
|
|
|
(1.1
|
)
|
Income (loss) before income taxes and equity in earnings of joint ventures
|
(5.4
|
)
|
|
9.2
|
|
|
(5.7
|
)
|
|
—
|
|
|
(1.9
|
)
|
Income tax (expense) benefit
|
(0.1
|
)
|
|
—
|
|
|
1.1
|
|
|
—
|
|
|
1.0
|
|
Income (loss) before equity in earnings of joint ventures
|
(5.5
|
)
|
|
9.2
|
|
|
(4.6
|
)
|
|
—
|
|
|
(0.9
|
)
|
Equity in earnings (loss) of joint ventures
|
5.2
|
|
|
(0.3
|
)
|
|
0.6
|
|
|
(4.9
|
)
|
|
0.6
|
|
Net income (loss)
|
(0.3
|
)
|
|
8.9
|
|
|
(4.0
|
)
|
|
(4.9
|
)
|
|
(0.3
|
)
|
Other comprehensive income (loss) before income tax effect
|
0.8
|
|
|
0.7
|
|
|
0.4
|
|
|
(1.1
|
)
|
|
0.8
|
|
Income tax effect
|
(0.4
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(0.4
|
)
|
Other comprehensive income (loss)
|
0.4
|
|
|
0.7
|
|
|
0.4
|
|
|
(1.1
|
)
|
|
0.4
|
|
Total comprehensive income (loss)
|
$
|
0.1
|
|
|
$
|
9.6
|
|
|
$
|
(3.6
|
)
|
|
$
|
(6.0
|
)
|
|
$
|
0.1
|
|
CENTURY ALUMINUM COMPANY
Condensed Notes to the Consolidated Financial Statements (continued)
(amounts in millions)
(Unaudited)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Condensed Consolidating Balance Sheet
|
As of March 31, 2019
|
|
The Company
|
|
Combined Guarantor Subsidiaries
|
|
Combined Non-Guarantor Subsidiaries
|
|
Consolidating Adjustments
|
|
Total Consolidated
|
Cash & cash equivalents
|
$
|
(0.1
|
)
|
|
$
|
0.1
|
|
|
$
|
22.2
|
|
|
|
|
|
$
|
22.2
|
|
Restricted cash
|
—
|
|
|
0.8
|
|
|
—
|
|
|
—
|
|
|
0.8
|
|
Accounts receivable - net
|
0.1
|
|
|
90.5
|
|
|
0.3
|
|
|
—
|
|
|
90.9
|
|
Due from affiliates
|
—
|
|
|
21.4
|
|
|
2.4
|
|
|
—
|
|
|
23.8
|
|
Inventories
|
—
|
|
|
202.7
|
|
|
124.7
|
|
|
—
|
|
|
327.4
|
|
Prepaid and other current assets
|
9.3
|
|
|
0.8
|
|
|
8.1
|
|
|
—
|
|
|
18.2
|
|
Total current assets
|
9.3
|
|
|
316.3
|
|
|
157.7
|
|
|
—
|
|
|
483.3
|
|
Property, plant and equipment - net
|
20.1
|
|
|
318.8
|
|
|
621.2
|
|
|
—
|
|
|
960.1
|
|
Investment in subsidiaries
|
648.1
|
|
|
54.8
|
|
|
—
|
|
|
(702.9
|
)
|
|
—
|
|
Leases - right of use asset
|
6.1
|
|
|
1.4
|
|
|
17.1
|
|
|
|
|
24.6
|
|
Due from affiliates - long term
|
830.5
|
|
|
590.8
|
|
|
7.0
|
|
|
(1,428.3
|
)
|
|
—
|
|
Other assets
|
30.3
|
|
|
2.1
|
|
|
30.0
|
|
|
—
|
|
|
62.4
|
|
TOTAL
|
$
|
1,544.4
|
|
|
$
|
1,284.2
|
|
|
$
|
833.0
|
|
|
$
|
(2,131.2
|
)
|
|
$
|
1,530.4
|
|
|
|
|
|
|
|
|
|
|
|
Accounts payable, trade
|
$
|
2.7
|
|
|
$
|
85.0
|
|
|
$
|
25.5
|
|
|
$
|
—
|
|
|
$
|
113.2
|
|
Due to affiliates
|
—
|
|
|
—
|
|
|
3.1
|
|
|
—
|
|
|
3.1
|
|
Accrued and other current liabilities
|
26.5
|
|
|
16.7
|
|
|
16.0
|
|
|
—
|
|
|
59.2
|
|
Accrued employee benefits costs
|
1.9
|
|
|
8.3
|
|
|
0.8
|
|
|
—
|
|
|
11.0
|
|
Revolving credit facility
|
35.3
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
35.3
|
|
Industrial revenue bonds
|
—
|
|
|
7.8
|
|
|
—
|
|
|
—
|
|
|
7.8
|
|
Total current liabilities
|
66.4
|
|
|
117.8
|
|
|
45.4
|
|
|
—
|
|
|
229.6
|
|
Senior notes payable
|
248.8
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
248.8
|
|
Accrued pension benefits costs - less current portion
|
22.9
|
|
|
20.5
|
|
|
6.5
|
|
|
—
|
|
|
49.9
|
|
Accrued postretirement benefits costs - less current portion
|
0.7
|
|
|
98.4
|
|
|
1.6
|
|
|
—
|
|
|
100.7
|
|
Due to affiliates - long term
|
466.1
|
|
|
392.5
|
|
|
569.7
|
|
|
(1,428.3
|
)
|
|
—
|
|
Other liabilities
|
5.9
|
|
|
22.7
|
|
|
19.8
|
|
|
—
|
|
|
48.4
|
|
Leases - right of use liabilities
|
5.8
|
|
|
0.3
|
|
|
16.7
|
|
|
—
|
|
|
22.8
|
|
Deferred taxes
|
(0.3
|
)
|
|
1.8
|
|
|
100.6
|
|
|
—
|
|
|
102.1
|
|
Total noncurrent liabilities
|
749.9
|
|
|
536.2
|
|
|
714.9
|
|
|
(1,428.3
|
)
|
|
572.7
|
|
Preferred stock
|
0.0
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
0.0
|
|
Common stock
|
1.0
|
|
|
—
|
|
|
0.1
|
|
|
(0.1
|
)
|
|
1.0
|
|
Other shareholders' equity
|
727.1
|
|
|
630.2
|
|
|
72.6
|
|
|
(702.8
|
)
|
|
727.1
|
|
Total shareholders' equity
|
728.1
|
|
|
630.2
|
|
|
72.7
|
|
|
(702.9
|
)
|
|
728.1
|
|
TOTAL
|
$
|
1,544.4
|
|
|
$
|
1,284.2
|
|
|
$
|
833.0
|
|
|
$
|
(2,131.2
|
)
|
|
$
|
1,530.4
|
|
CENTURY ALUMINUM COMPANY
Condensed Notes to the Consolidated Financial Statements (continued)
(amounts in millions)
(Unaudited)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Condensed Consolidating Balance Sheet
|
As of December 31, 2018
|
|
The Company
|
|
Combined Guarantor Subsidiaries
|
|
Combined Non-Guarantor Subsidiaries
|
|
Consolidating Adjustments
|
|
Total Consolidated
|
Cash & cash equivalents
|
$
|
0.1
|
|
|
$
|
—
|
|
|
$
|
38.8
|
|
|
$
|
—
|
|
|
$
|
38.9
|
|
Restricted cash
|
—
|
|
|
0.8
|
|
|
—
|
|
|
—
|
|
|
0.8
|
|
Accounts receivable - net
|
0.5
|
|
|
81.8
|
|
|
0.2
|
|
|
—
|
|
|
82.5
|
|
Due from affiliates
|
—
|
|
|
13.1
|
|
|
9.6
|
|
|
—
|
|
|
22.7
|
|
Inventories
|
—
|
|
|
210.7
|
|
|
133.1
|
|
|
—
|
|
|
343.8
|
|
Prepaid and other current assets
|
6.4
|
|
|
3.4
|
|
|
8.2
|
|
|
—
|
|
|
18.0
|
|
Total current assets
|
7.0
|
|
|
309.8
|
|
|
189.9
|
|
|
—
|
|
|
506.7
|
|
Property, plant and equipment - net
|
20.6
|
|
|
320.7
|
|
|
626.0
|
|
|
—
|
|
|
967.3
|
|
Investment in subsidiaries
|
668.3
|
|
|
54.5
|
|
|
—
|
|
|
(722.8
|
)
|
|
—
|
|
Due from affiliates - long term
|
751.7
|
|
|
517.6
|
|
|
7.2
|
|
|
(1,276.5
|
)
|
|
—
|
|
Other assets
|
29.8
|
|
|
2.1
|
|
|
31.6
|
|
|
—
|
|
|
63.5
|
|
TOTAL
|
$
|
1,477.4
|
|
|
$
|
1,204.7
|
|
|
$
|
854.7
|
|
|
$
|
(1,999.3
|
)
|
|
$
|
1,537.5
|
|
|
|
|
|
|
|
|
|
|
|
Accounts payable, trade
|
$
|
3.7
|
|
|
$
|
84.1
|
|
|
$
|
31.6
|
|
|
$
|
—
|
|
|
$
|
119.4
|
|
Due to affiliates
|
—
|
|
|
—
|
|
|
10.3
|
|
|
—
|
|
|
10.3
|
|
Accrued and other current liabilities
|
15.8
|
|
|
22.8
|
|
|
13.9
|
|
|
—
|
|
|
52.5
|
|
Accrued employee benefits costs
|
1.9
|
|
|
8.3
|
|
|
0.8
|
|
|
—
|
|
|
11.0
|
|
Revolving credit facility
|
23.3
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
23.3
|
|
Industrial revenue bonds
|
—
|
|
|
7.8
|
|
|
—
|
|
|
—
|
|
|
7.8
|
|
Total current liabilities
|
44.7
|
|
|
123.0
|
|
|
56.6
|
|
|
—
|
|
|
224.3
|
|
Senior notes payable
|
248.6
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
248.6
|
|
Accrued pension benefits costs - less current portion
|
23.2
|
|
|
20.7
|
|
|
7.0
|
|
|
—
|
|
|
50.9
|
|
Accrued postretirement benefits costs - less current portion
|
0.7
|
|
|
98.9
|
|
|
1.6
|
|
|
—
|
|
|
101.2
|
|
Other liabilities
|
2.8
|
|
|
23.5
|
|
|
19.7
|
|
|
—
|
|
|
46.0
|
|
Due to affiliates - long term
|
395.4
|
|
|
307.6
|
|
|
573.5
|
|
|
(1,276.5
|
)
|
|
—
|
|
Deferred taxes
|
(0.2
|
)
|
|
1.8
|
|
|
102.7
|
|
|
—
|
|
|
104.3
|
|
Total noncurrent liabilities
|
670.5
|
|
|
452.5
|
|
|
704.5
|
|
|
(1,276.5
|
)
|
|
551.0
|
|
Preferred stock
|
0.0
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
0.0
|
|
Common stock
|
1.0
|
|
|
—
|
|
|
0.1
|
|
|
(0.1
|
)
|
|
1.0
|
|
Other shareholders' equity
|
761.2
|
|
|
629.2
|
|
|
93.5
|
|
|
(722.7
|
)
|
|
761.2
|
|
Total shareholders' equity
|
762.2
|
|
|
629.2
|
|
|
93.6
|
|
|
(722.8
|
)
|
|
762.2
|
|
TOTAL
|
$
|
1,477.4
|
|
|
$
|
1,204.7
|
|
|
$
|
854.7
|
|
|
$
|
(1,999.3
|
)
|
|
$
|
1,537.5
|
|
CENTURY ALUMINUM COMPANY
Condensed Notes to the Consolidated Financial Statements (continued)
(amounts in millions)
(Unaudited)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Condensed Consolidating Statement of Cash Flows
|
For the three months ended March 31, 2019
|
|
The Company
|
|
Combined Guarantor Subsidiaries
|
|
Combined Non-Guarantor Subsidiaries
|
|
Consolidating Adjustments
|
|
Total Consolidated
|
Net cash provided by (used in) operating activities
|
$
|
(17.6
|
)
|
|
$
|
(5.3
|
)
|
|
$
|
1.4
|
|
|
|
|
|
$
|
(21.5
|
)
|
Purchase of property, plant and equipment
|
(0.6
|
)
|
|
(6.8
|
)
|
|
(3.2
|
)
|
|
—
|
|
|
(10.6
|
)
|
Intercompany transactions
|
(15.2
|
)
|
|
(17.7
|
)
|
|
0.1
|
|
|
32.8
|
|
|
—
|
|
Net cash provided by (used in) investing activities
|
(15.8
|
)
|
|
(24.5
|
)
|
|
(3.1
|
)
|
|
32.8
|
|
|
(10.6
|
)
|
Borrowings under revolving credit facilities
|
169.6
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
169.6
|
|
Repayments under revolving credit facilities
|
(157.6
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(157.6
|
)
|
Other short term borrowings
|
3.4
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3.4
|
|
Intercompany transactions
|
17.8
|
|
|
29.9
|
|
|
(14.9
|
)
|
|
(32.8
|
)
|
|
—
|
|
Net cash provided by (used in) financing activities
|
33.2
|
|
|
29.9
|
|
|
(14.9
|
)
|
|
(32.8
|
)
|
|
15.4
|
|
CHANGE IN CASH, CASH EQUIVALENTS AND RESTRICTED CASH
|
(0.2
|
)
|
|
0.1
|
|
|
(16.6
|
)
|
|
—
|
|
|
(16.7
|
)
|
Cash, cash equivalents and restricted cash, beginning of period
|
0.1
|
|
|
0.8
|
|
|
38.8
|
|
|
—
|
|
|
39.7
|
|
Cash, cash equivalents and restricted cash, end of period
|
$
|
(0.1
|
)
|
|
$
|
0.9
|
|
|
$
|
22.2
|
|
|
$
|
—
|
|
|
$
|
23.0
|
|
CENTURY ALUMINUM COMPANY
Condensed Notes to the Consolidated Financial Statements (continued)
(amounts in millions)
(Unaudited)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Condensed Consolidating Statement of Cash Flows
|
For the three months ended March 31, 2018
|
|
The Company
|
|
Combined Guarantor Subsidiaries
|
|
Combined Non-Guarantor Subsidiaries
|
|
Consolidating Adjustments
|
|
Total Consolidated
|
Net cash provided by (used in) operating activities
|
$
|
(26.8
|
)
|
|
$
|
(26.8
|
)
|
|
$
|
20.6
|
|
|
$
|
—
|
|
|
$
|
(33.0
|
)
|
Purchase of property, plant and equipment
|
(1.5
|
)
|
|
(0.4
|
)
|
|
(1.6
|
)
|
|
—
|
|
|
(3.5
|
)
|
Intercompany transactions
|
(23.8
|
)
|
|
—
|
|
|
—
|
|
|
23.8
|
|
|
—
|
|
Net cash provided by (used in) investing activities
|
(25.3
|
)
|
|
(0.4
|
)
|
|
(1.6
|
)
|
|
23.8
|
|
|
(3.5
|
)
|
Borrowings under revolving credit facilities
|
0.3
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
0.3
|
|
Repayments under revolving credit facilities
|
(0.3
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(0.3
|
)
|
Issuance of common stock
|
0.1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
0.1
|
|
Intercompany transactions
|
(3.8
|
)
|
|
27.2
|
|
|
0.4
|
|
|
(23.8
|
)
|
|
—
|
|
Net cash provided by (used in) financing activities
|
(3.7
|
)
|
|
27.2
|
|
|
0.4
|
|
|
(23.8
|
)
|
|
0.1
|
|
CHANGE IN CASH, CASH EQUIVALENTS AND RESTRICTED CASH
|
(55.8
|
)
|
|
—
|
|
|
19.4
|
|
|
—
|
|
|
(36.4
|
)
|
Cash, cash equivalents and restricted cash, beginning of period
|
64.3
|
|
|
0.7
|
|
|
103.0
|
|
|
—
|
|
|
168.0
|
|
Cash, cash equivalents and restricted cash, end of period
|
$
|
8.5
|
|
|
$
|
0.7
|
|
|
$
|
122.4
|
|
|
$
|
—
|
|
|
$
|
131.6
|
|
FORWARD-LOOKING STATEMENTS
This quarterly report includes "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995, which are subject to the "safe harbor" created by section 27A of the Securities Act of 1933, as amended, and section 21E of the Securities Exchange Act of 1934 (the "Exchange Act"), as amended. Forward-looking statements are statements about future events and are based on our current expectations. These forward-looking statements may be identified by the words “believe,” “expect,” “target,” “anticipate,” “intend,” “plan,” “seek,” “estimate,” “potential,” “project,” “scheduled,” “forecast” or words of similar meaning, or future or conditional verbs such as “will,” “would,” “should,” “could,” “might,” or “may.”
Forward-looking statements in this quarterly report and in our other reports filed with the Securities and Exchange Commission (the "SEC"), for example, may include statements regarding:
|
|
•
|
Future global and local financial and economic conditions;
|
|
|
•
|
Our assessment of the aluminum market and aluminum prices (including premiums);
|
|
|
•
|
Our ability to procure alumina, carbon products and other raw materials and our assessment of pricing and costs and other terms relating thereto;
|
|
|
•
|
The future impact of any Section 232 relief, including tariffs or other trade remedies, to Century, on aluminum prices or more generally, the extent to which any such remedies may be changed, including through exclusions or exemptions, and the duration of any trade remedy;
|
|
|
•
|
The impact of any new or changed law, regulation or other action affecting our business, including, without limitation, the impact of any trade actions, sanctions or other similar remedies or restrictions implemented by the U.S. or foreign governments;
|
|
|
•
|
Our assessment of power pricing and our ability to successfully obtain and/or implement long-term competitive power arrangements for our operations and projects;
|
|
|
•
|
Our ability to successfully manage transmission issues and market power price risk and to control or reduce power costs;
|
|
|
•
|
Our plans and expectations with respect to the future operation of our smelters and our other operations, including any plans and expectations to curtail or restart production at any of our operations;
|
|
|
•
|
Our intention and ability to bring our Hawesville smelter back to full production and any plans, expectations, costs or assumptions with respect thereto;
|
|
|
•
|
Any future impact of the May 2018 equipment failure at Sebree and related events on our financial and operating performance, including our expectations with respect to insurance coverage relating thereto;
|
|
|
•
|
Future investments in new technology or other production improvements;
|
|
|
•
|
Our ability to hire and retain qualified employees for our operations;
|
|
|
•
|
Our plans and expectations with respect to the sale or other disposition of our 40% interest in BHH;
|
|
|
•
|
The future financial and operating performance of the Company, its subsidiaries and its projects;
|
|
|
•
|
Future inventory, production, sales, cash costs and capital expenditures;
|
|
|
•
|
Future impairment charges or restructuring costs;
|
|
|
•
|
Our anticipated tax liabilities, benefits or refunds including the realization of U.S. and certain foreign deferred tax assets and liabilities and the impact of recent tax reform in the U.S. and foreign jurisdictions;
|
|
|
•
|
Access to existing or future financing arrangements and the terms of any such future financing arrangements;
|
|
|
•
|
Our ability to refinance or repay debt in the future;
|
|
|
•
|
Estimates of our pension and other postretirement liabilities and future payments, property plant and equipment impairment, environmental liabilities and other contingent liabilities and contractual commitments;
|
|
|
•
|
Future construction investment and development, including our expansion project at our Grundartangi smelter and our plans and expectations with respect thereto;
|
|
|
•
|
The anticipated impact of recent accounting pronouncements or changes in accounting principles;
|
|
|
•
|
Our assessment of the ultimate outcome of outstanding litigation and environmental matters and liabilities relating thereto;
|
|
|
•
|
Negotiations with labor unions representing certain of our employees; and
|
|
|
•
|
Our future business objectives, plans, strategies and initiatives, including our competitive position and prospects.
|
Where we express an expectation or belief as to future events or results, such expectation or belief is expressed in good faith and believed to have a reasonable basis. However, our forward-looking statements are based on current expectations and assumptions that are subject to risks and uncertainties which may cause actual results to differ materially from future results expressed, projected or implied by those forward-looking statements. Important factors that could cause actual results and events to differ from those described in such forward-looking statements can be found in the risk factors and forward-looking statements cautionary language contained in our Annual Report on Form 10-K and in other filings made with the SEC.
Although we have attempted to identify those material factors that could cause actual results or events to differ from those described in such forward-looking statements, there may be other factors that could cause actual results or events to differ from those anticipated, estimated or intended. Many of these factors are beyond our ability to control or predict. Given these uncertainties, the reader is cautioned not to place undue reliance on our forward-looking statements. We undertake no obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future events, or otherwise.