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):  May 3, 2011

Century Aluminum Company

(Exact name of registrant as specified in its charter)

Delaware	1-34474	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:
o	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR   240.13e-4(c))

Item 2.02 Results of Operations and Financial Condition

 On May 3, 2011, Century Aluminum Company (the “Company”) issued an earnings release announcing its results of operations for the quarter ended March 31, 2011.  A copy of the Company’s earnings release is attached as Exhibit 99.1 and is incorporated herein by reference.

 The Company will hold a follow-up conference call on Tuesday, May 3, 2011, at 5:00 p.m. Eastern Time. The earnings call will be webcast live on the Company’s website, located at www.centuryaluminum.com.  Anyone interested in listening to the live webcast should plan to begin the registration process for the webcast at least 10 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 press release attached as Exhibit 99.1 hereto contains "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995.  Forward-looking statements are statements about future, not past, events and involve certain important risks and uncertainties, any of which could cause our actual results to differ materially from those expressed in our forward-looking statements.  Such risks and uncertainties may include, without limitation, declines in aluminum prices or increases in our operating costs; increasing inflation or other worsening of global financial and economic conditions; increases in global aluminum inventories and the addition of new or restarted global aluminum production capacity; additional delays in the completion of our Helguvik, Iceland smelter; our ability to successfully progress the potential restart of our Ravenswood smelter and implement growth programs at Grundartangi and Hawesville; and our ability to successfully implement measures to protect Century during economic down cycles. More information about the Company’s 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, its Quarterly Reports on Form 10-Q 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

 (d)  Exhibits

Exhibit Number	Description
99.1	Press Release, dated May 3, 2011.

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:	May 3, 2011	By:	/s/ William J. Leatherberry
			Name: William J. Leatherberry Title:   Executive Vice President, General Counsel and Secretary

Exhibit Index

Exhibit Number	Description
99.1	Press Release, dated May 3, 2011.

EX-99.1

Exhibit 99.1

Century Reports First Quarter 2011 Earnings

MONTEREY, CA. May 3, 2011 -- Century Aluminum Company (NASDAQ:CENX) today reported net income of $25.0 million ($0.25 per basic and diluted share) for the first quarter of 2011. Financial results were negatively impacted by a mark-to-market loss on forward contracts of $4.8 million, primarily related to LME price protection options. Changes to the Century of West Virginia retiree medical benefits program increased quarterly results by $9.4 million with an associated discrete tax benefit of $2.1 million. Cost of sales for the quarter includes a $6.4 million charge for the restart of a curtailed potline at the Hawesville, KY smelter.

For the first quarter of 2010, Century reported net income of $6.3 million ($0.06 per basic and diluted share). Cost of sales for the quarter included a $15.5 million net after-tax charge for the portion of power costs at Hawesville payable by the previous power supplier per the terms of the power agreement.

Sales for the first quarter of 2011 were $326.3 million, compared with $285.4 million for the first quarter of 2010. Shipments of primary aluminum for the 2011 first quarter were 144,178 tonnes, compared with 144,677 tonnes shipped in the year-ago quarter.

"Over the last several months we have witnessed a continuation of the generally attractive market conditions with which the year began," remarked Logan W. Kruger, President and Chief Executive Officer.  "Industrial activity, driven by increasing consumer wealth, remains strong in China, India and other rapidly developing countries.  Regional premiums for metal are at or near record levels, reflecting tight market conditions due to a variety of factors.  On the supply side, the environment has become less conducive for the construction of new capacity, especially in those regions which have provided most of the recent growth in our sector.  We are closely monitoring inflationary pressures and geopolitical conditions, both of which represent short and longer-term risks that are difficult to assess.  On balance, we are reasonably optimistic with regard to market conditions in the foreseeable future."

"We made good progress this quarter," continued Mr. Kruger.  "The team at Hawesville successfully restarted the potline curtailed during the financial crisis; we expect to return to full production during the third quarter.  At Grundartangi, the reinstallation of the damaged transformer has allowed us to return to full amperage.  We are moving forward on modest capital improvement programs at both plants.  Finally, we continue to expend significant time and effort in the complex processes required for the restart of major construction activity at Helguvik."

Century Aluminum Company owns primary aluminum capacity in the United States and Iceland. Century's corporate offices are located in Monterey, California.

- ### -

Century Aluminum’s quarterly conference call is scheduled for 5:00 p.m. Eastern time today. To listen to the conference call and to view related presentation materials, go to www.centuryaluminum.com and click on the conference call link on the homepage.

Contacts:
Mike Dildine (media)	831-642-9364
Shelly Lair (investors)	831-642-9357

Certified Advisors for the First North market of the OMX Nordic Exchange Iceland hf. for Global Depositary Receipts in Iceland:

Atli B. Gudmundsson, Senior Manager -- Corporate Finance, NBI hf.

Steingrimur Helgason, Director -- Corporate Finance, NBI hf.

Cautionary Statement

This press release and comments made by Century management on the quarterly conference call contain "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995.  Forward-looking statements are statements about future, not past, events and involve certain important risks and uncertainties, any of which could cause our actual results to differ materially from those expressed in our forward-looking statements.  Such risks and uncertainties may include, without limitation, declines in aluminum prices or increases in our operating costs; increasing inflation or other worsening of global financial and economic conditions; increases in global aluminum inventories and the addition of new or restarted global aluminum production capacity; additional delays in the completion of our Helguvik, Iceland smelter; our ability to successfully progress the potential restart of our Ravenswood smelter and implement growth programs at Grundartangi and Hawesville; and our ability to successfully implement measures to protect Century during economic down cycles. More information about these risks, uncertainties and assumptions 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 Securities and Exchange Commission. We do not undertake, and specifically disclaim, any obligation to revise any forward-looking statements to reflect the occurrence of future events or circumstances.

Century Aluminum Company

Consolidated Statements of Operations

(in Thousands, Except Per Share Amounts)

(Unaudited)

	Three months ended March 31,
	2011			2010
NET SALES:
Third-party customers	$	188,312		$	192,932
Related parties		138,025			92,457
		326,337			285,389
COST OF GOODS SOLD		284,021			251,413
GROSS PROFIT		42,316			33,976
OTHER OPERATING EXPENSES (INCOME) - NET		(5,884	)		4,465
SELLING, GENERAL AND ADMINISTRATIVE EXPENSES		10,609			12,251
OPERATING INCOME		37,591			17,260
INTEREST EXPENSE – THIRD PARTY - Net		(6,622	)		(6,297	)
INTEREST INCOME – RELATED PARTY		113			109
NET LOSS ON FORWARD CONTRACTS		(4,809	)		(1,972	)
OTHER INCOME – Net		677			408
INCOME BEFORE INCOME TAXES AND EQUITY IN EARNINGS OF JOINT VENTURES		26,950			9,508
INCOME TAX EXPENSE		(3,123	)		(4,281	)
INCOME BEFORE EQUITY IN EARNINGS OF JOINT VENTURES		23,827			5,227
EQUITY IN EARNINGS OF JOINT VENTURES		1,219			1,105
NET INCOME	$	25,046		$	6,332
Net Income Allocated to Common Shareholders	$	23,005		$	5,808
INCOME PER COMMON SHARE
Basic	$	0.25		$	0.06
Diluted	$	0.25		$	0.06
WEIGHTED AVERAGE COMMON SHARES OUTSTANDING
Basic		92,965			92,550
Diluted		93,297			93,103

Century Aluminum Company

Consolidated Balance Sheets

(Dollars in Thousands)

(Unaudited)

	March 31, 2011			December 31, 2010
ASSETS
Current Assets:
Cash and cash equivalents	$	293,487		$	304,296
Restricted cash		3,673			3,673
Accounts receivable – net		36,383			43,903
Due from affiliates		39,240			51,006
Inventories		163,971			155,908
Prepaid and other current assets		45,520			18,292
Total current assets		582,274			577,078
Property, plant and equipment – net		1,246,530			1,256,970
Due from affiliates – less current portion		7,172			6,054
Other assets		85,205			82,954
Total	$	1,921,181		$	1,923,056
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current Liabilities:
Accounts payable, trade	$	83,134		$	88,004
Due to affiliates		42,660			45,381
Accrued and other current liabilities		46,535			41,495
Accrued employee benefits costs – current portion		15,985			26,682
Convertible senior notes		46,068			45,483
Industrial revenue bonds		7,815			7,815
Total current liabilities		242,197			254,860
Senior notes payable		248,765			248,530
Accrued pension benefits costs – less current portion		36,881			37,795
Accrued postretirement benefits costs - less current portion		103,712			103,744
Other liabilities		34,942			37,612
Deferred taxes		85,992			85,999
Total noncurrent liabilities		510,292			513,680
Shareholders’ Equity:
Series A preferred stock (one cent par value, 5,000,000 shares authorized; 81,255 and 82,515 shares issued and outstanding at March 31, 2011 and December 31, 2010, respectively)		1			1
Common stock (one cent par value, 195,000,000 shares authorized; 93,094,226 and 92,771,864 shares issued and outstanding at March 31, 2011 and December 31, 2010, respectively)		931			928
Additional paid-in capital		2,504,391			2,503,907
Accumulated other comprehensive loss		(61,333	)		(49,976	)
Accumulated deficit		(1,275,298	)		(1,300,344	)
Total shareholders’ equity		1,168,692			1,154,516
Total	$	1,921,181		$	1,923,056

Century Aluminum Company

Consolidated Statements of Cash Flows

(Dollars in Thousands)

(Unaudited)

	Three months ended March 31,
	2011			2010
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income	$	25,046		$	6,332
Adjustments to reconcile net income to net cash provided by (used in) operating activities:
Unrealized net loss on forward contracts		4,715			1,853
Unrealized gain on contractual receivable		-			(88	)
Realized benefit of contractual receivable		-			15,368
Accrued and other plant curtailment costs – net		(9,624	)		(2,272	)
Debt discount amortization		821			766
Depreciation		15,930			15,778
Lower of cost or market inventory adjustment		(139	)		(57	)
Deferred income taxes		-			4,319
Pension and other postretirement benefits		(11,064	)		3,666
Stock-based compensation		488			1,284
Undistributed earnings of joint ventures		(1,219	)		(1,105	)
Change in operating assets and liabilities:
Accounts receivable – net		7,520			2,314
Due from affiliates		8,766			(20,760	)
Inventories		(7,924	)		(9,140	)
Prepaid and other current assets		(29,901	)		3,692
Accounts payable, trade		(4,730	)		(2,223	)
Due to affiliates		(2,722	)		6,601
Accrued and other current liabilities		3,405			1,423
Other – net		(2,998	)		(6,093	)
Net cash provided by (used in) operating activities		(3,630	)		21,658
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of property, plant and equipment		(3,128	)		(972	)
Nordural expansion		(4,051	)		(4,678	)
Investments in and advances to joint ventures		-			(10	)
Restricted and other cash deposits		-			(493	)
Net cash used in investing activities		(7,179	)		(6,153	)
CHANGE IN CASH AND CASH EQUIVALENTS		(10,809	)		15,505
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD		304,296			198,234
CASH AND CASH EQUIVALENTS, END OF PERIOD	$	293,487		$	213,739

Century Aluminum Company

Selected Operating Data

(Unaudited)

SHIPMENTS – PRIMARY ALUMINUM

	Direct (1)			Toll
	Metric Tons	(000) Pounds	$/Pound	Metric Tons	(000) Pounds	(000) Revenue
2011
1st Quarter	80,479	177,426	$1.17	63,699	140,432	$117,658
2010
1st Quarter	76,653	168,990	$1.04	68,024	149,968	$109,659

(1) Does not include Toll shipments from Nordural Grundartangi