8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): February 20, 2007

 

Century Aluminum Company

(Exact name of registrant as specified in its charter)

Delaware	0-27918	13-3070826
(State or other jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

2511 Garden Road Building A, Suite 200 Monterey, California (Address of principal executive offices)	93940 (Zip Code)
(831) 642-9300 (Registrant's telephone number, including area code)
N/A (Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

□ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

□ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

□ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

□ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 2.02. Results of Operation and Financial Condition

Item 7.01 Regulation FD Disclosure

On February 20, 2007, Century Aluminum Company (the "Company") issued an earnings release announcing its results of operations for the quarter ended December 31, 2006. A copy of the Company's earnings release is attached as Exhibit 99.1.

The Company will hold a follow-up conference call on Tuesday, February 20, at 5:30 p.m. Eastern Time. A live broadcast of the earnings call will be available via an audio webcast accessible by visiting the Investors page of the Company's website, located at www.centuryaluminum.com. Anyone interested in listening to the live broadcast should plan to begin the registration process for the webcast at least ten minutes before the live call is scheduled to begin. A replay of the webcast will be archived and available for replay approximately two hours following the live call.

The information in this Form 8-K and Exhibit 99.1 attached hereto may contain "forward-looking statements" within the meaning of U.S. federal securities laws. The Company has based its forward-looking statements on current expectations and projections about the future, however, these statements are subject to risks, uncertainties and assumptions, any of which could cause the Company's actual results to differ materially from those expressed in its forward-looking statements. More information about these risks, uncertainties and assumptions can be found in the risk factors and forward-looking statements cautionary language contained in the Company's Annual Report on Form 10-K and in other filings made with the Securities and Exchange Commission. The Company does not undertake, and specifically disclaims, any obligation to revise any forward-looking statements to reflect the occurrence of anticipated or unanticipated events or circumstances after the date such forward-looking statements are made.

Item 9.01. Financial Statements and Exhibits

(c) Exhibits

The following exhibit is being furnished with this report pursuant to Items 2.02 and 7.01:

Exhibit Number	Description
99.1	Press Release, dated February 20, 2007, announcing the Company’s results of operations for the quarter ended December 31, 2006.

SIGNATURES

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

			CENTURY ALUMINUM COMPANY
Date:	February 20, 2007	By:	/s/ Robert R. Nielsen
			Name: Robert R. Neilsen Title: Executive Vice President, General Counsel and Secretary

EX-99.1

Exhibit 99.1

Century Reports 2006 Financial Results

MONTEREY, CA. Feb. 20, 2007 -- Century Aluminum Company (NASDAQ: CENX) today reported a net loss of $119.1 million ($3.67 per basic and diluted share) for the fourth quarter of 2006. Reported fourth quarter results were impacted by a net after-tax charge of $174.3 million ($5.37 per basic share) for mark-to-market adjustments on forward contracts that do not qualify for cash flow hedge accounting and by a gain on the sale of surplus land. The dilutive effect of the convertible notes, options and performance shares would reduce Basic EPS by $0.06 per share.

For the fourth quarter of 2005, the company reported a net loss of $148.7 million ($4.62 per basic and diluted share). Reported results for this quarter were impacted by an after-tax charge of $164.6 million ($5.12 per basic share) for mark-to-market adjustments on forward contracts that do not qualify for cash flow hedge accounting. The dilutive effect of the options and performance shares would reduce Basic EPS by $0.01 per share.

Recent highlights include:

·   2006 was a record year for primary aluminum shipments (up 10 percent over 2005), net sales (up 38 percent), operating income (up 144 percent) and net cash provided by operations (up 37 percent).

·   The expansion of the Grundartangi, Iceland plant to 220,000 tonnes was completed in December, on schedule and on budget.

·   The further expansion of Grundartangi to 260,000 tonnes is proceeding on schedule and on budget.

·   Hawesville achieved record production and safety results in 2006.

·   Ravenswood, which was impacted by a labor-related potline shutdown in August, is now operating normally.

·   We continue to make progress on the Helguvik greenfield project.

For 2006, Century reported a net loss of $41.0 million ($1.26 per basic and diluted share). Total year results include a net after-tax charge of $241.7 million ($7.46 per basic share) for mark-to-market adjustments on forward contracts that do not qualify for cash flow hedge accounting and by a gain on the sale of surplus land. The dilutive effect of the convertible notes, options and performance shares would reduce Basic EPS by $0.17 per share.

For 2005, the company reported a net loss of $116.3 million ($3.62 per basic and diluted share). Reported results for this year were impacted by an after-tax charge of $198.2 million ($6.17 per basic share) for mark-to-market adjustments on forward contracts that do not qualify for cash flow hedge accounting. The dilutive effect of the options and performance shares would reduce Basic EPS by $0.01 per share.

Sales for the fourth quarter of 2006 were $424.4 million compared with $292.9 million for the fourth quarter of 2005. Shipments of primary aluminum for the 2006 fourth quarter were 181,675 tonnes, compared with 156,015 tonnes shipped in the year-ago quarter.

Sales for 2006 were $1.6 billion compared with $1.1 billion for 2005, and total 2006 primary aluminum shipments of 679,939 tonnes compared with 615,842 tonnes shipped in 2005.

“In a year of robust commodity markets, we achieved important milestones and posted record results,” said president and chief executive officer Logan W. Kruger. “We concluded labor contracts with the United Steelworkers at both of our operated U.S. smelters. The innovative agreement with the power provider at Ravenswood provides for shared gains at today’s metal prices and an acceptable rate during lower market environments. Hawesville achieved the highest production in the plant’s 36 year history.

“At Nordural, we completed a major brownfield expansion from 90,000 to 220,000 tonnes on schedule and budget. We secured the energy required to accelerate a further expansion to 260,000 tonnes from late 2008 to the fourth quarter of 2007; this project also remains on schedule and on budget. We achieved a significant milestone for our Helguvik greenfield venture when we signed a memorandum of understanding with Iceland’s two major geothermal power providers to purchase electrical energy for the project.

“I am pleased with the performance of the entire Century team. We enter 2007 as a larger and more competitive company, well positioned for further profitable growth.”

Century Aluminum Company owns primary aluminum capacity in the United States and Iceland, as well as an ownership interest in alumina and bauxite assets in the United States and Jamaica. Century's corporate offices are located in Monterey, California.

Cautionary Statement

This press release may contain "forward-looking statements" within the meaning of U.S. federal securities laws. The company has based its forward-looking statements on current expectations and projections about the future; however, these statements are subject to risks, uncertainties and assumptions, any of which could cause the company's actual results to differ materially from those expressed in its forward-looking statements. More information about these risks, uncertainties and assumptions can be found in the risk factors and forward-looking statements cautionary language contained in the company's Annual Report on Form 10-K and in other filings made with the Securities and Exchange Commission. The company does not undertake, and specifically disclaims, any obligation to revise any forward-looking statements to reflect the occurrence of anticipated or unanticipated events or circumstances after the date such forward-looking statements are made.

Contacts:

Mike Dildine (media)               831-642-9364

Shelly Lair (investors)             831-642-9357

Century Aluminum Company
Consolidated Statements of Operations
(in Thousands, Except Per Share Amounts)
(Unaudited)
	Three months ended December 31,						Year ended December 31,
	2006			2005			2006			2005
NET SALES:
Third-party customers	$	332,282		$	247,770		$	1,299,035		$	961,335
Related parties		92,085			45,104			259,531			171,027
		424,367			292,874			1,558,566			1,132,362
COST OF GOODS SOLD		331,291			258,170			1,210,044			970,685
GROSS PROFIT		93,076			34,704			348,522			161,677
SELLING, GENERAL AND ADMINISTRATIVE EXPENSES		10,724			9,827			39,363			34,773
OPERATING INCOME		82,352			24,877			309,159			126,904
INTEREST EXPENSE - Net		(10,272	)		(5,976	)		(35,297	)		(24,301	)
NET LOSS ON FORWARD CONTRACTS		(282,891	)		(257,218	)		(389,839	)		(309,698	)
LOSS ON EARLY EXTINGUISHMENT OF DEBT		-			-			-			(835	)
OTHER INCOME (EXPENSE) - Net		7,019			(428	)		6,898			275
LOSS BEFORE INCOME TAXES AND EQUITY
IN EARNINGS OF JOINT VENTURES		(203,792	)		(238,745	)		(109,079	)		(207,655	)
INCOME TAX BENEFIT		79,716			88,275			52,041			80,697
LOSS BEFORE EQUITY IN EARNINGS OF JOINT VENTURES		(124,076	)		(150,470	)		(57,038	)		(126,958	)
EQUITY IN EARNINGS OF JOINT VENTURES		4,953			1,812			16,083			10,703
NET LOSS	$	(119,123	)	$	(148,658	)	$	(40,955	)	$	(116,255	)
LOSS PER COMMON SHARE
Basic - Net loss	$	(3.67	)	$	(4.62	)	$	(1.26	)	$	(3.62	)
Diluted - Net loss	$	(3.67	)	$	(4.62	)	$	(1.26	)	$	(3.62	)
WEIGHTED AVERAGE COMMON SHARES OUTSTANDING
Basic		32,457			32,181			32,395			32,136
Diluted		32,457			32,181			32,395			32,136

Century Aluminum Company
Consolidated Balance Sheets
(Dollars in Thousands)
(Unaudited)
	December 31,			December 31,
ASSETS	2006			2005
Current Assets:
Cash	$	96,365		$	17,752
Restricted cash		2,011			2,028
Accounts receivable - net		113,371			83,016
Due from affiliates		37,542			18,638
Inventories		145,410			111,436
Prepaid and other current assets		19,830			23,918
Deferred taxes - current portion		103,110			37,705
Total current assets		517,639			294,493
Property, plant and equipment - net		1,218,777			1,070,158
Intangible asset - net		61,594			74,643
Goodwill		94,844			94,844
Other assets		292,380			143,293
Total	$	2,185,234		$	1,677,431
LIABILITIES AND SHAREHOLDERS' EQUITY
Current Liabilities:
Accounts payable, trade	$	64,849		$	61,919
Due to affiliates		282,282			158,682
Accrued and other current liabilities		75,143			53,715
Long term debt - current portion		30,105			581
Accrued employee benefits costs - current portion		11,083			9,333
Convertible senior notes		175,000			175,000
Industrial revenue bonds		7,815			7,815
Total current liabilities		646,277			467,045
Senior unsecured notes payable - net		250,000			250,000
Nordural debt		309,331			230,436
Revolving credit facility		-			8,069
Accrued pension benefit costs - less current portion		19,239			10,350
Accrued postretirement benefits costs - less current portion		206,415			96,660
Due to affiliates - less current portion		554,864			337,416
Other liabilities		27,811			28,010
Deferred taxes		41,587			16,890
Total noncurrent liabilities		1,409,247			977,831
Shareholders' Equity:
Common stock (one cent par value, 100,000,000 shares authorized; 32,457,670 shares outstanding at December 31, 2006 and 32,188,165 at December 31, 2005)		325			322
Additional paid-in capital		432,270			419,009
Accumulated other comprehensive loss		(166,572	)		(91,418	)
Accumulated deficit		(136,313	)		(95,358	)
Total shareholders' equity		129,710			232,555
Total	$	2,185,234		$	1,677,431

Century Aluminum Company
Consolidated Statements of Cash Flows
(Dollars in Thousands)
(Unaudited)
	Year ended December 31,
	2006			2005
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$	(40,955	)	$	(116,255	)
Adjustments to reconcile net income to net cash provided by operating activities:
Unrealized net loss on forward contracts		333,081			306,756
Depreciation and amortization		69,220			56,533
Deferred income taxes		(126,342	)		(59,834	)
Pension and other post retirement benefits		14,561			12,381
Workers' compensation		987			(1,572	)
Stock-based compensation		5,694			-
Excess tax benefits from share based compensation		(1,394	)		-
Gain on disposal of assets		(6,851	)		(32	)
Non cash loss on early extinguishment of debt		-			253
Change in operating assets and liabilities:
Accounts receivable - net		(30,355	)		(3,440	)
Due from affiliates		(18,904	)		(4,267	)
Inventories		(28,524	)		(152	)
Prepaid and other current assets		89			(10,092	)
Accounts payable, trade		9,608			8,528
Due to affiliates		9,701			920
Accrued and other current liabilities		18,965			(32,664	)
Other - net		(23,228	)		(22,127	)
Net cash provided by operating activities		185,353			134,936
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of property, plant and equipment		(23,602	)		(18,027	)
Nordural expansion		(193,511	)		(280,086	)
Proceeds from sale of property, plant and equipment		7,759			124
Restricted and other cash deposits		(2,583	)		(350	)
Business acquisitions, net of cash acquired		-			(7,000	)
Net cash used in investing activities		(211,937	)		(305,339	)
CASH FLOWS FROM FINANCING ACTIVITIES:
Borrowings of long-term debt		109,000			222,937
Repayment of long-term debt		(581	)		(83,279	)
Net borrowings (repayments) under revolving credit facility		(8,069	)		8,069
Financing fees		-			(5,132	)
Excess tax benefits from share based compensation		1,394			-
Dividends		-			(16	)
Issuance of common stock		3,453			1,408
Net cash provided by financing activities		105,197			143,987
NET INCREASE (DECREASE) IN CASH		78,613			(26,416	)
CASH, BEGINNING OF PERIOD		17,752			44,168
CASH, END OF PERIOD	$	96,365		$	17,752

Century Aluminum Company
Selected Operating Data
(Unaudited)
SHIPMENTS - PRIMARY ALUMINUM
	Direct (1)						Toll
	Metric Tons		Pounds (000)		$/Pound		Metric Tons		Pounds (000)		Revenue (000)
2006
4th Quarter		131,041		288,895	$	1.12		50,634		111,630	$	100,847
3rd Quarter		126,810		279,568	$	1.07		42,788		94,331	$	81,424
2nd Quarter		132,590		292,311	$	1.12		39,125		86,255	$	77,702
1st Quarter		132,378		291,843	$	1.03		24,573		54,174	$	45,166
Total		522,819		1,152,617	$	1.09		157,120		346,390	$	305,139
2005
4th Quarter		132,713		292,581	$	0.88		23,302		51,372	$	35,703
3rd Quarter		129,555		285,619	$	0.83		23,435		51,665	$	33,175
2nd Quarter		130,974		288,748	$	0.86		23,025		50,761	$	34,174
1st Quarter		130,083		286,783	$	0.88		22,756		50,168	$	33,372
Total		523,324		1,153,731	$	0.86		92,518		203,966	$	136,424
(1) Does not include Toll shipments from Nordural

FORWARD PRICED SALES - As of December 31, 2006
	2007(1) (2)			2008(2)			2009(2)			2010(2)			2011-2015(2)
Base Volume
Pounds (000)		380,160			240,745			231,485			231,485			826,733
Metric Tons		172,438			109,200			105,000			105,000			375,000
Percent of estimated capacity		22	%		14	%		13	%		13	%		9	%
Potential Additional Volume(2)
Pounds (000)		111,113			220,903			231,485			231,485			826,733
Metric Tons		50,400			100,200			105,000			105,000			375,000
Percent of estimated capacity		7	%		12	%		13	%		13	%		9	%

(1)

The forward priced sales in 2007 exclude January 2007 shipments to customers that are priced based upon the prior month's market price.

(2)

Certain financial sales contracts included in the forward priced sales base volume for the period 2007 through 2015 contain clauses that trigger potential additional sales volume when the market price for a contract month is above the base contract ceiling price. These contracts will be settled monthly and, if the market price exceeds the ceiling price for all contract months through 2015, the potential additional sales volume would be equivalent to the amounts shown above.