As filed with the Securities and Exchange Commission on December 14, 2004

Registration No. 333-______

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-1

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

Century Aluminum Company

(Exact name of registrant as specified in its charter)


Delaware		3334	13-3070826
(State or other jurisdiction of	(Primary Standard Industrial		(I.R.S. Employer
incorporation or organization)	Classification Code Number)		Identification Number)

2511 Garden Road, Building A, Suite 200
Monterey, California 93940
(831) 642-9300
(Address, including zip code, and telephone number,
including area code, of registrant’s principal executive offices)

(See table of additional registrant guarantors on the inside facing page)

Gerald J. Kitchen, Esq.
Executive Vice President, General Counsel,
Chief Administrative Officer and Secretary
Century Aluminum Company
2511 Garden Road, Building A, Suite 200
Monterey, California 93940
(831) 642-9300
(Name, address, including zip code, and telephone number,
including area code, of agent for service)

Copy to:

Jeffrey N. Ostrager, Esq.

Curtis, Mallet-Prevost, Colt & Mosle LLP

101 Park Avenue

New York, New York 10178

(212) 696-6000

Approximate date of commencement of proposed sale to the public: From time to time after the effective date of this Registration Statement as determined based on market conditions and other factors.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933 check the following box. x

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o

If delivery of the prospectus is expected to be made pursuant to Rule 434, please check the following box. o

CALCULATION OF REGISTRATION FEE


				Proposed Maximum			Proposed Maximum
Title of Each Class of	Amount to be			Offering Price			Aggregate		Amount of
Securities to be Registered	Registered			per Unit			Offering Price(1)		Registration Fee
1.75% Convertible Senior Notes due August 1, 2024	$	175,000,000			100	%	$	175,000,000	$	20,598

Guarantees of 1.75% Convertible Senior Notes due August 1, 2024(2)		—			—			—		(3	)
Common Stock, $0.01 par value		(4	)		—			—		(5	)

(1)		Equals the aggregate principal amount of the notes being registered under this Registration Statement. Estimated solely for the purpose of calculating the amount of the registration fee pursuant to Rule 457(o) under the Securities Act of 1933.

(2)		See table on the inside facing page for additional registrant guarantors.

(3)		Pursuant to Rule 457(n) of the Securities Act of 1933, no separate registration fee is required for the guarantees.

(4)		There is being registered hereunder an indeterminate number of shares of common stock issuable upon conversion of the notes. The convertible notes are convertible at any time at an initial conversion rate of 32.7430 shares of Century Aluminum Company common stock per one thousand dollars of principal amount of convertible notes, subject to adjustments for certain events. The initial conversion rate is equivalent to a conversion price of approximately $30.5409 per share of Century Aluminum Company common stock. Upon conversion of a note, the holder of such note shall receive cash up to the principal amount of the convertible note and, at Century Aluminum Company’s election, either cash, common stock, or a combination thereof, for the note’s conversion value in excess of such principal amount, if any. Pursuant to Rule 416 under the Securities Act of 1933, such number of shares of common stock registered hereby shall also include an indeterminate number of shares of common stock that may be issued in connection with a stock split, stock dividend, recapitalization or similar event or adjustment in the number of shares of common stock issuable as provided in the indenture governing the notes.

(5)		Pursuant to Rule 457(i) under the Securities Act of 1933, no separate registration fee is required for the common stock issuable upon conversion of the notes because no additional consideration will be received in connection with the exercise of any such conversion right.

The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant files a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the Registration Statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

TABLE OF ADDITIONAL REGISTRANT GUARANTORS


			Primary
	State or Other		Standard
	Jurisdiction of	I.R.S.	Industrial		Address, including zip code, and
Exact Name of Registrant	Incorporation	Employer	Classification		telephone number, including area code,
Guarantor as specified in its	or	Identification	Code		of registrant's principal executive
Charter	Organization	Number	Number		offices
Berkeley Aluminum, Inc.	Delaware	58-1764206		3334	c/o Century Aluminum Company
					2511 Garden Road, Building A, Suite 200
					Monterey, CA 93940
					(831) 642-9300
Century Aluminum Holdings,	Delaware	20-0978660		3334	c/o Century Aluminum Company
Inc.					2511 Garden Road, Building A, Suite 200
					Monterey, CA 93940
					(831) 642-9300
Century Aluminum of West	Delaware	55-0686448		3334	c/o Century Aluminum Company
Virginia, Inc.					2511 Garden Road, Building A, Suite 200
					Monterey, CA 93940
					(831) 642-9300
Century Kentucky, Inc.	Delaware	61-1385742		3334	c/o Century Aluminum Company
					2511 Garden Road, Building A, Suite 200
					Monterey, CA 93940
					(831) 642-9300
Century Louisiana, Inc.	Delaware	83-0413091		3334	c/o Century Aluminum Company
					2511 Garden Road, Building A, Suite 200
					Monterey, CA 93940
					(831) 642-9300
Hancock Aluminum LLC	Kentucky	43-2005628		3334	c/o Century Aluminum Company
					2511 Garden Road, Building A, Suite 200
					Monterey, CA 93940
					(831) 642-9300
Metalsco, Ltd.	Georgia	58-2020519		3334	c/o Century Aluminum Company
					2511 Garden Road, Building A, Suite 200
					Monterey, CA 93940
					(831) 642-9300
NSA, Ltd.	Kentucky	31-1651182		3334	c/o Century Aluminum Company
					2511 Garden Road, Building A, Suite 200
					Monterey, CA 93940
					(831) 642-9300
Skyliner, Inc.	Delaware	58-1943987		3334	c/o Century Aluminum Company
					2511 Garden Road, Building A, Suite 200
					Monterey, CA 93940
					(831) 642-9300
Virgin Islands Alumina	Delaware	66-0451934		3334	c/o Century Aluminum Company
Corporation LLC					2511 Garden Road, Building A, Suite 200
					Monterey, CA 93940
					(831) 642-9300

The information in this prospectus is not complete and may be changed. The selling securityholders may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.

SUBJECT TO COMPLETION, DATED DECEMBER 14, 2004

PROSPECTUS

$175,000,000

(CENTURY ALUMINUM LOGO)

1.75% Convertible Senior Notes due August 1, 2024

and Shares of Common Stock Issuable Upon Conversion of the Notes

On August 9, 2004, we issued $175,000,000 aggregate principal amount of our 1.75% Convertible Senior Notes due August 1, 2024 in a private offering. The notes will mature on August 1, 2024. We will pay interest on the notes on February 1 and August 1 of each year. We will make the first interest payment on February 1, 2005. This prospectus relates to resales of the notes and shares of our common stock issuable upon conversion of the notes. This prospectus also relates to the issuance of shares of our common stock upon conversion of the notes by holders other than the selling securityholders identified in this prospectus under “Selling Securityholders.”

The notes and shares of common stock issuable upon conversion of the notes may be sold from time to time under this prospectus by and for the account of the selling securityholders. The selling securityholders may sell all or a portion of the notes and any shares of common stock issuable upon conversion of the notes from time to time in market transactions, in negotiated transactions or otherwise, and at prices and on terms which will be determined by the then prevailing market price for the notes or at negotiated prices directly or through a broker, who may act as agent or as principal, or by a combination of such methods. See “Plan of Distribution.”

We will not receive any of the proceeds from the sale of the notes and any shares of common stock issued upon conversion of the notes offered by the selling securityholders. The selling securityholders will receive all proceeds from these sales.

We may redeem some or all of the notes for cash at any time on or after August 6, 2009 at a price equal to 100% of the principal amount of the notes being redeemed, plus accrued and unpaid interest, if any.

The notes are convertible at any time at an initial conversion rate of 32.7430 shares of common stock per $1,000 principal amount of notes, subject to adjustments for certain events. The initial conversion rate is equivalent to a conversion price of approximately $30.5409 per share of common stock. Upon conversion, subject to our right to designate an exchange institution to satisfy our conversion obligation as described in this prospectus, we will deliver cash up to the aggregate principal amount of the notes to be converted and, at our election, cash, common stock or a combination thereof in respect of the remainder, if any, of our conversion obligation in excess of the principal amount of notes to be converted. We will pay a make whole premium, if any, and accrued and unpaid interest, if any, if holders convert their notes in connection with a fundamental change (as described in this prospectus) that occurs prior to August 6, 2009. Any such make whole premium will be payable solely in shares of our common stock or in the same form of consideration into which our common stock has been converted or exchanged in connection with such fundamental change.

Holders may require us to repurchase all or part of their notes for cash on each of August 1, 2011, August 1, 2014 and August 1, 2019 at a price equal to 100% of the principal amount of the notes being repurchased, plus accrued and unpaid interest, if any.

Holders also may require us to repurchase their notes for cash upon the occurrence of a fundamental change at a price equal to 100% of the principal amount of the notes being repurchased, plus accrued and unpaid interest, if any, plus the make whole premium, if any. Any such make whole premium will be payable solely in shares of our common stock or in the same form of consideration into which our common stock has been converted or exchanged in connection with such fundamental change. No such make whole premium will be payable if the fundamental change occurs on or after August 6, 2009.

The notes are senior unsecured obligations and rank, in right of payment, the same as all of our existing and future senior unsecured indebtedness. The notes rank senior in right of payment to all of our subordinated indebtedness and are effectively subordinated to any secured indebtedness. Our obligations under the notes are guaranteed by all of our substantial existing and future domestic restricted subsidiaries.

Our common stock trades on The NASDAQ Stock Market^® (NASDAQ) under the symbol “CENX.” The last reported bid price of our common stock on December 13, 2004 was $24.44 per share.

The notes issued in the initial private placement are eligible for trading in the Private Offerings, Resales, and Trading through Automated Linkages, or “PORTAL” Market of the National Association of Securities Dealers, Inc. The notes sold using this prospectus, however, will no longer be eligible for trading on PORTAL. We do not intend to apply for listing of the notes on any securities exchange or for the inclusion of the notes in any automated quotation system.

Investing in the notes and shares of common stock involves risks. See “Risk Factors” beginning on page 11.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

The date of this prospectus is , 2004.

TABLE OF CONTENTS


	Page
About This Prospectus	ii
Market and Industry Data	ii
Where You Can Find More Information	ii
Summary		1
Risk Factors		11
Forward-Looking Statements		22
Use of Proceeds		23
Ratio of Earnings to Fixed Charges		23
Price Range of Our Common Stock		24
Dividend Policy		24
The Gramercy Acquisition		25
Unaudited Pro Forma Consolidated Financial Data		30
Selected Historical and Pro Forma Consolidated Financial Data		35
Management’s Discussion and Analysis of Financial Condition and Results of Operations		39
Business		58
Management		70
Certain Relationships and Related Transactions		80
Security Ownership of Certain Beneficial Owners and Management		83
Selling Securityholders		85
Description of Certain Indebtedness		89
Description of the Notes		94
Description of Capital Stock		112
U.S. Federal Tax Considerations		114
Plan of Distribution		120
Legal Matters		123
Experts		123
Index to Financial Statements		F-1
EX-4.17 REGISTRATION RIGHTS AGREEMENT
EX-12.1: COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES
EX-21.1: LIST OF SUBSIDIARIES
EX-23.1: CONSENT OF DELOITTE AND TOUCHE LLP
EX-23.2: CONSENT OF PRICEWATERHOUSECOOPERS HF
EX-25.1: T-1

ABOUT THIS PROSPECTUS

Before making your investment decision, you should read this entire prospectus carefully. This prospectus is part of a registration statement that we have filed with the Securities and Exchange Commission, or the SEC, using a “shelf” registration process. Under this shelf registration process, the selling securityholders may from time to time offer and sell their notes and the shares of common stock issuable upon conversion of the notes described in this prospectus in the general manner described in “Plan of Distribution.” This prospectus also relates to the issuance of shares of our common stock upon conversion of the notes by holders other than the selling securityholders.

This prospectus provides you with a general description of the securities that the selling securityholders may offer. Each time a selling securityholder sells securities, that selling securityholder is required to provide you with a prospectus and/or a prospectus supplement that contains information about the selling securityholder and the securities being offered. The prospectus supplement may add, update or change information in this prospectus. If there is any inconsistency between the information in this prospectus and any prospectus supplement, you should rely on the information in the prospectus supplement. You should read both this prospectus and any prospectus supplement together with the additional information described under the heading “Where You Can Find More Information.”

You should rely only on the information contained in this document or to which we have referred you. We have not authorized anyone to provide you with information that is different. This document may only be used where it is legal to sell the notes and the shares of common stock issuable upon conversion of the notes described in this prospectus. The information in this document may only be accurate on the date of this document.

MARKET AND INDUSTRY DATA

We obtained the market data included in this prospectus from our own research and from surveys or studies conducted by third parties and cited in industry or general publications, including studies prepared by CRU International Inc., an internationally recognized research firm which collects and analyzes data about the aluminum industry. Industry and general publications and surveys generally state that they have obtained information from sources believed to be reliable, but do not guarantee the accuracy and completeness of such information. While we believe that each of these studies and publications is reliable, we have not independently verified such data and do not make any representation as to the accuracy of such information. Similarly, we believe our internal research is reliable but it has not been verified by any independent sources.

WHERE YOU CAN FIND MORE INFORMATION

We are subject to the informational requirements of the Securities Exchange Act of 1934, as amended, or the Exchange Act, and file annual, quarterly and special reports, proxy statements and other information with the SEC. You may read and copy these reports, proxy statements and other information at the SEC’s public reference room at Room 1024, 450 Fifth Street, N.W., Washington, D.C. You can request copies of these documents by writing to the SEC and paying a fee for the copying cost. Please call the SEC at 1-800-SEC-0330 for more information about the operation of the public reference room. The SEC maintains a web site at “http://www.sec.gov” that contains reports, statements and other information regarding registrants that file electronically. You may also obtain additional information about us from our web site, which is located at www.centuryaluminum.com. Our website provides access to filings made by us through the SEC’s EDGAR filing system, including our annual, quarterly and current reports filed on Forms 10-K, 10-Q and 8-K, respectively, and ownership reports filed on Forms 3, 4 and 5 after December 16, 2002 by our directors, executive officers and beneficial owners of more than 10% of our outstanding common stock. Information contained in our website is not incorporated by reference in, and should not be considered a part of, this prospectus.

You should rely only on the information contained in this document or to which we have referred you. We have not authorized anyone to provide you with information that is different. This prospectus is not an offer to sell the notes and the shares of common stock issuable upon conversion of the notes in any state where the offer or sale is not permitted. You should not assume that the information in this prospectus is accurate as of any date other than the date on the front of the document.

SUMMARY

The following summary highlights information contained elsewhere in this prospectus but may not contain all information important to you. This summary is qualified in its entirety by reference to, and should be read together with, the more detailed information and financial statements included elsewhere in this prospectus. You should carefully consider, among other things, the matters discussed under “Risk Factors” included elsewhere in this prospectus. In this prospectus, unless expressly stated otherwise or unless the context otherwise requires: (1) “Century Aluminum,” “we,” “us,” “our” and “ours” refer to Century Aluminum Company and its consolidated subsidiaries; (2) “pro forma” shall mean, at any date or for any period, giving pro forma effect to the transactions referred to in “Unaudited Pro Forma Consolidated Financial Data”; (3) “Gramercy assets” refers to the alumina refinery in Gramercy, Louisiana and related bauxite mining assets acquired from Kaiser Aluminum & Chemical Corporation; (4) “Gramercy acquisition” refers to all of the transactions related to our joint acquisition of the Gramercy assets with Noranda Finance Inc.; and (5) “2004 refinancing” refers to the consummation of the tender offer and consent solicitation for our 11.75% senior secured first mortgage notes due 2008 and the related sale of our 1.75% convertible senior notes due August 1, 2024 and our 7.5% senior notes due August 15, 2014.

Business Overview

We are a producer of primary aluminum. Our primary aluminum facilities produce value-added and standard-grade products. We are the second largest primary aluminum producer in the United States, behind Alcoa Inc., having produced over 1.1 billion pounds in 2003 with net sales of $782.5 million. In April 2004, we acquired Nordural, an Icelandic facility which is our first facility located outside of the United States. We now have an annual primary aluminum production capacity of approximately 1.4 billion pounds of primary aluminum with pro forma net sales of $883.4 million for the year ended December 31, 2003. Our current capacity of approximately 1.4 billion pounds is 849 million pounds higher than our capacity at the end of 1999, representing a compound annual growth rate of 22%.

We currently own:

•

the Hawesville facility, located in Hawesville, Kentucky, which began operations in 1970 and has an annual production capacity of 538 million pounds of primary aluminum;

•

the Ravenswood facility, located in Ravenswood, West Virginia, which began operations in 1957 and has an annual production capacity of 375 million pounds of primary aluminum;

•

a 49.7% interest in the Mt. Holly facility, located in Mt. Holly, South Carolina, which began operations in 1980 and contributes 243 million pounds to our overall annual production capacity;

•

the Nordural facility, located in Grundartangi, Iceland, which began operations in 1998 and has an annual production capacity of 198 million pounds of primary aluminum, which will increase by up to 269 million pounds to approximately 467 million pounds upon completion of an ongoing expansion in 2006;

•

a 50% joint venture interest in the Gramercy alumina refinery, located in Gramercy, Louisiana, which has an annual production capacity of 1.2 million metric tons of alumina; and

•

a 50% joint venture interest in a bauxite mining operation in Jamaica, which has an annual production capacity of approximately 4.5 million dry metric tons.

Our strategic objectives are to grow our aluminum business by acquiring primary aluminum reduction facilities that offer favorable investment returns and lower our unit production costs, to diversify our geographic presence, and to pursue opportunities in bauxite mining and alumina refining. Our growth activities have been concentrated in acquiring primary aluminum assets. Toward this objective, we:

•

sold the Ravenswood rolling mill in 1999;

•

acquired an additional 23% interest in the Mt. Holly facility in April 2000;

•

acquired an 80% interest in the Hawesville facility in April 2001;

•

acquired the remaining 20% interest in the Hawesville facility in April 2003; and

•

acquired the Nordural facility in April 2004.

In addition, we recently completed the purchase through a joint venture of our first alumina refining facility, together with related bauxite mining assets. See “The Gramercy Acquisition.”

Recent Trends in the Primary Aluminum Industry

The primary aluminum industry is currently experiencing a period of strong prices based on favorable production and consumption trends. Spot aluminum prices, as quoted on the LME, averaged $0.77 per pound for the first eleven months of 2004 and remain above the five- and ten-year averages. We believe that the current strong pricing environment is due to factors that include:

•

strengthening global demand for aluminum driven by the global economic recovery and strong demand growth in China;

•

a tight market for alumina, the major raw material input for aluminum, which has resulted in a rapid escalation of alumina prices globally; and

•

the weakening of the U.S. dollar.

Global demand for aluminum increased approximately 7.7% to 60.0 billion pounds in 2003. Global aluminum supply has not kept pace with this increase in consumption as global aluminum production increased approximately 7.1% in 2003 to 61.5 billion pounds. During the first eleven months of 2004, LME inventories declined 53% from 1.5 million metric tons to 700,000 metric tons.

Competitive Strengths

Our key competitive strengths are:

•

Focus on Upstream Production. We currently operate mainly in the production of primary aluminum and also recently acquired assets in bauxite mining and alumina refining. By operating solely in upstream production, we are better able to focus our resources, minimize overhead costs and avoid exposure to fluctuations in demand in any single end-use market.

•

Long-Term Customer Contracts. We have competitive long-term contracts with our major customers to sell a significant portion of our production. These contracts reduce our marketing costs and provide a stable source of demand. We have long-term contracts to sell approximately 70% of our production at prices primarily based on the LME or U.S. Midwest market price for primary aluminum. Beginning in 2005, all of the primary aluminum we deliver under these long-term contracts will be sold at prices based on the LME or U.S. Midwest market price for primary aluminum.

•

Proximity to Major Customers. Our Hawesville and Ravenswood facilities are located adjacent to their principal customers. Under our long-term contracts with these major customers, we are able to deliver molten aluminum, thereby eliminating our casting and shipping costs and our customers’ remelting costs.

•

Secure Power Supply. Electricity is our single largest operating cost. Substantially all of the electricity used at our U.S. facilities is supplied at affordable rates under long-term contracts, the fixed price portions of which expire at various dates from the end of 2005 through 2010. The Nordural facility purchases power sourced from hydroelectric facilities under a long-term contract that expires in 2019 at prices based on the LME price for primary aluminum. Power for the Nordural expansion capacity will be sourced from geothermal facilities using LME-based pricing. Both hydroelectric and geothermal energy are competitively priced and renewable sources of power.

•

Long-Term Alumina Supply Contracts. Alumina is the principal raw material used to produce primary aluminum. All of our alumina requirements at our Ravenswood and Mt. Holly facilities are purchased under long-term contracts at prices linked to the LME price for primary aluminum. These contracts help us avoid the current volatility of the spot alumina market and help us maintain our margins at those facilities during periods when primary aluminum prices fall. Nordural’s long-term tolling agreement with a subsidiary of BHP Billiton for its existing capacity provides it with similar economic benefits. Alumina used at our Hawesville facility is purchased under a contract with Gramercy Alumina LLC, a joint venture company we own 50/50 with Noranda Finance Inc., at a purchase price based on the cost of production. See “Risk Factors — Risks Relating to Our Business — Changes or disruptions to our current alumina supply arrangements could increase our raw material costs” included elsewhere in this prospectus.

•

High-Purity and Value-Added Products. We produce high-purity and value-added products, including rolling ingot, foundry alloys and extrusion billet, which we sell at a premium to standard-grade products.

•

Relationship with Glencore. We benefit from our business relationship with our largest shareholder, Glencore International AG, a leading privately-held, diversified natural resources group. Glencore has been an important business partner for us and has assisted us in the execution of our growth strategy and metal hedging program. In addition, Glencore is a major customer, which helps us reduce our marketing and distribution costs, and a major alumina supplier, which provides us with a stable and reliable source of raw materials.

•

Experienced Management Team. Our senior management has an average of over 19 years of experience in the aluminum industry, a demonstrated ability to recognize and respond quickly to strategic opportunities and an excellent track record of integrating acquisitions.

Business Strategy

Our objective is to continue to grow by focusing on the production of primary aluminum, bauxite and alumina to capitalize on improvements in industry fundamentals. Our strategy for achieving this objective is to:

•

Become a Larger Upstream Producer in the Aluminum Industry. We believe that by becoming a larger upstream producer we can strengthen our position in the competitive global aluminum industry. We regularly evaluate opportunities to acquire primary aluminum reduction facilities that would lower our average unit production costs. Since 2000, we have more than doubled our capacity and lowered our average unit costs without significant increases in corporate overhead. The Nordural acquisition helped us to implement our business strategy by increasing our primary aluminum capacity and lowering our average unit production costs. In addition to primary aluminum, we have recently expanded into bauxite mining and alumina production, which we believe are also attractive upstream segments of the aluminum industry.

•

Diversify our Primary Aluminum Operations. We actively pursue opportunities to acquire primary aluminum production facilities that provide diversification through either their geographic location, product mix or power sources. The Nordural facility, our first facility located outside of the United States, uses hydroelectric power, a competitively-priced and renewable source of energy. Through the Hawesville acquisition, we added high-purity aluminum to our product mix, which has a unique market niche that few domestic aluminum producers are able to supply.

•

Enhance Profitability of Production Assets. We seek to further reduce costs at our production facilities by investing in high-return capital improvements, optimizing labor productivity and implementing projects that improve the operating and energy efficiencies of the primary aluminum production process. In addition, we seek to maximize the profitability of our facilities by optimizing our product mix between standard-grade and value-added products.

Other Information

Our principal executive offices are located at 2511 Garden Road, Building A, Suite 200, Monterey, California 93940. Our telephone number at that address is (831) 642-9300. You may also obtain additional information about us from our website, which is located at www.centuryaluminum.com. Information on our website is not incorporated by reference in, and should not be considered a part of, this prospectus.

THE OFFERING


Issuer		Century Aluminum Company.

Securities offered		$175,000,000 aggregate principal amount of our 1.75% convertible senior notes due August 1, 2024 and shares of our common stock issuable upon conversion of the notes. This prospectus also relates to the issuance of shares of our common stock upon conversion of the notes by holders other than the selling securityholders.

Selling Securityholders		The securities to be offered and sold under this prospectus will be offered and sold by the selling securityholders identified in this prospectus under “Selling Securityholders.”

Original issue date		August 9, 2004.

Interest		The notes bear interest at 1.75% per annum on the principal amount, payable semi-annually in arrears in cash on February 1 and August 1 of each year, beginning February 1, 2005.

Maturity date		August 1, 2024.

Conversion		The notes are convertible at any time at an initial conversion rate of 32.7430 shares of common stock per $1,000 principal amount of notes, subject to adjustment for certain events. The initial conversion rate is equivalent to a conversion price of approximately $30.5409 per share of common stock. See “Description of the Notes – Conversion Rights.” Upon conversion, subject, if we so elect, to the right of the exchange institution to exchange the notes in lieu of conversion by us, we will deliver cash up to the aggregate principal amount of notes to be converted and, at our election, cash, common stock or a combination thereof in respect of the remainder, if any, of our conversion obligation in excess of the principal amount of notes to be converted. See “Description of the Notes – Conversion Rights – Payment Upon Conversion.”

		If you convert your notes in connection with a fundamental change that occurs prior to August 6, 2009, as described below, you will also receive a make whole premium, if any, and accrued and unpaid interest, if any, on the notes that you convert. See “Description of the Notes – Determination of the Make Whole Premium.”

Exchange institution		We will designate a financial institution as the exchange agent to which notes surrendered for conversion will be offered for exchange, if we so elect, in lieu of conversion by us. In order to accept for exchange those notes, such exchange agent must agree to deliver to the holder of those notes cash up to the aggregate principal


		amount of notes to be converted and shares of our common stock in respect of the remainder, if any, of our conversion obligation in excess of the principal amount of notes to be converted. If such exchange institution declines to accept for exchange any notes, in whole or in part, or if such exchange institution does not timely deliver the cash and common stock, if any, owing to the holder, the notes will be converted by us. It is currently anticipated that Credit Suisse First Boston LLC will be the initial exchange institution.

Optional redemption		We may redeem some or all of the notes on or after August 6, 2009 at a price equal to 100% of the principal amount of the notes being redeemed, plus accrued and unpaid interest, if any. See “Description of the Notes – Optional Redemption of Notes.”

Purchase at holder’s option on specified dates		You may require us to purchase for cash all or part of your notes on each of August 1, 2011, August 1, 2014 and August 1, 2019 at a price equal to 100% of the principal amount of the notes being purchased, plus accrued and unpaid interest, if any. See “Description of the Notes – Purchase of Notes at the Option of the Holder.”

Make whole premium upon a fundamental change		If a fundamental change (as described under the heading “Description of the Notes — Repurchase at the Option of the Holder Upon a Fundamental Change”) occurs prior to August 6, 2009, we will pay a make whole premium on notes converted in connection with, or tendered for repurchase upon, a fundamental change. The make whole premium will be payable in our stock (or the consideration into which our stock has been converted or exchanged in connection with such fundamental change) on the repurchase date for the notes after the fundamental change, both for notes tendered for repurchase and for notes converted in connection with the fundamental change.

		The amount of the make whole premium, if any, will be based on our stock price and the effective date of the fundamental change. A description of how the make whole premium will be determined and a table showing the make whole premium that would apply at various stock prices and fundamental change effective dates is set forth under “Description of the Notes – Determination of the Make Whole Premium.” No make whole premium will be paid if the stock price is less than $24.83 per share.

Repurchase at holder’s option upon a fundamental change		You may require us to purchase your notes upon the occurrence of a fundamental change in cash at a price equal to 100% of the principal amount of the notes being repurchased, plus accrued and unpaid interest, if any, plus the make whole premium, if any, payable in shares of our common stock (or the consideration into


		which our stock has been converted or exchanged in connection with such fundamental change). See “Description of the Notes – Repurchase at the Option of a Holder Upon a Fundamental Change.”

Guarantees		The notes are guaranteed by each of our substantial existing and future domestic restricted subsidiaries if and for so long as such subsidiaries guarantee our senior notes. See “Description of the Notes – Guarantees.”

Ranking		The notes and the note guarantees rank equally in right of payment with all of the existing and future senior indebtedness of Century Aluminum Company and the guarantors (including our senior notes), as the case may be, and rank senior in right of payment to all of their existing and future subordinated indebtedness, but are effectively junior to secured obligations, including borrowings under our credit facility and our outstanding first mortgage notes, to the extent of the value of the assets securing such obligations. As of September 30, 2004, Century Aluminum Company and the guarantors had $17.7 million of senior secured indebtedness outstanding and a borrowing base of $76.8 million under our secured revolving credit facility at September 30, 2004.

		None of our foreign subsidiaries are required to guarantee the notes. All of the creditors of the non-guarantor subsidiaries have priority over Century Aluminum Company and the noteholders with respect to claims to the assets of those subsidiaries. As of September 30, 2004, our non-guarantor subsidiaries had $188.7 million of liabilities, including trade payables but excluding intercompany obligations.

Use of proceeds		We will not receive any of the proceeds from the sale by any selling securityholder of the notes or the shares of common stock issuable upon conversion of the notes. See “Selling Securityholders” for a list of the selling securityholders that may sell from time to time under this prospectus the notes or the shares of common stock issuable upon conversion of the notes.

Registration rights		We have filed with the SEC a registration statement, of which this prospectus is a part, for the resale of the notes and the shares of common stock issuable upon conversion of the notes and to register the issuance of shares of our common stock upon conversion of the notes by holders other than selling securityholders. We have agreed to use our best efforts to keep such registration statement effective until the earliest of:

(a)		the second anniversary of the effective date of the shelf registration statement,

(b)		such time as all the registrable securities have been sold pursuant to the shelf registration statement, transferred pursuant to Rule 144 under the Securities Act or otherwise transferred in a manner that results in such securities not being subject to transfer restrictions under the Securities Act and the

		absence of a need for a restrictive legend regarding registration under the Securities Act, and

(c)		such time when all of the registrable securities held by our non-affiliates (from the time of issuance) are eligible for sale pursuant to Rule 144(k) under the Securities Act or any successor rule or regulation thereto.


		We have agreed to pay additional interest to the holders of the notes if we do not comply with our registration obligations. No additional interest will accrue on any shares of common stock into which notes have been converted. See “Description of the Notes – Registration Rights.”

Dividend policy		Since the beginning of the fourth quarter of 2002, we have not declared dividends on our common stock. From April 1996 through the third quarter of 2002, we declared and paid a $0.05 per share quarterly dividend on our common stock.

Trading		The notes issued in the private placement are eligible for trading in the PORTAL market of the National Association of Securities Dealers, Inc. The notes sold under this prospectus will no longer be eligible for trading on PORTAL. Our common stock is traded on The NASDAQ Stock Market^® under the symbol “CENX.” We do not intend to apply for listing of the notes on any securities exchange or for the inclusion of the notes in any automated system.


Trustee, paying agent, conversion agent and registrar		Wilmington Trust Company


Risk factors		An investment in the notes and the shares of common stock issuable upon conversion of the notes involves risk. Prospective investors should carefully consider the information set forth under “Risk Factors” beginning on page 11.

SUMMARY FINANCIAL AND OTHER DATA OF CENTURY ALUMINUM

The following table presents our summary historical and pro forma consolidated financial and other data for the periods indicated. Our summary consolidated historical balance sheet data as of December 31, 2003 and December 31, 2002 and our summary consolidated statement of operations data for each of the years in the three-year period ended December 31, 2003 are derived from our consolidated financial statements audited by Deloitte & Touche LLP, which is included elsewhere in this prospectus. Our summary consolidated historical balance sheet data as of December 31, 2001 is derived from our consolidated financial statements audited by Deloitte & Touche LLP which are not included herein. Our summary consolidated historical balance sheet data as of September 30, 2004 and our summary consolidated statement of operations data for the nine months ended September 30, 2003 and 2004 is derived from our unaudited consolidated financial data included elsewhere in this prospectus. Our summary consolidated historical balance sheet data as of September 30, 2003 is derived from our unaudited consolidated financial data which is not included herein. Our summary historical results of operations include:

•

our 80% interest in the Hawesville facility since we acquired it on April 1, 2001;

•

the remaining 20% interest in the Hawesville facility since we acquired it on April 1, 2003; and

•

the Nordural facility since we acquired it on April 27, 2004.

These results may not be indicative of our future performance.

Our summary pro forma consolidated financial data is derived from “Unaudited Pro Forma Consolidated Financial Data” included elsewhere in this prospectus. The pro forma consolidated financial data gives pro forma effect to our acquisition of all of the outstanding equity shares of Nordural, our issuance and sale of $220.5 million in common stock in a registered public offering, our payment of the remaining $12.0 million of principal under an outstanding promissory note payable to Glencore, our payment of $3.3 million of dividends on our convertible preferred stock, the 2004 refinancing, and other adjustments that management believes are directly related to the Nordural acquisition. The pro forma consolidated financial data has been prepared for illustrative purposes only and does not purport to represent what our results of operations or financial condition would actually have been had the transactions described in “Unaudited Pro Forma Consolidated Financial Data” in fact occurred as of the dates specified. In addition, the unaudited pro forma consolidated financial data does not purport to project our results of operations for any future period and does not give effect to the Gramercy acquisition, Nordural’s planned new term loan facility or the refinancing of debt under Nordural’s existing term loan facility. The unaudited pro forma consolidated financial data should be read in conjunction with the following, which are included elsewhere in this prospectus: (1) our audited consolidated financial statements and our unaudited consolidated financial statements and accompanying notes, (2) “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” and (3) the separate audited financial statements and accompanying notes of Nordural.


																Pro Forma
																Nine
									Nine Months Ended							Months
	Year Ended December 31,								September 30,				Pro Forma Year Ended			Ended September
													December 31,			30,
	2001(1)			2002			2003(2)		2003(2)		2004(3)		2003(2)			2004(3)
	(Dollars in thousands, except per share amounts and operating data)
Consolidated Statement of Operations Data:
Total net sales	$	654,922		$	711,338		$	782,479	$	576,664	$	770,144	$	883,418		$	808,519
Gross profit		20,708			20,061			48,038		25,522		125,609		74,908			137,600
Operating income		2,110			4,278			27,205		13,372		108,643		53,517			120,634
Net income (loss) before preferred dividends		(13,702	)		(18,608	)		966		7,221		7,039		(3,424	)		51,705


																			Pro Forma
																			Nine
										Nine Months Ended									Months
	Year Ended December 31,									September 30,						Pro Forma Year Ended			Ended September
																December 31,			30,
	2001(1)			2002			2003(2)			2003(2)			2004(3)			2003(2)			2004(3)
	(Dollars in thousands, except per share amounts and operating data)
Common Share Data (4):
Earnings (loss) per share:
Basic	$	(0.74	)	$	(1.00	)	$	(0.05	)	$	0.27		$	0.23		$	(0.18	)	$	1.65
Diluted		(0.74	)		(1.00	)		(0.05	)		0.27			0.23			(0.18	)		1.64
Weighted average common shares outstanding (in thousands):
Basic		20,473			20,555			21,073			21,070			27,542			30,073			30,958
Diluted		20,473			20,555			21,099			21,074			27,659			30,099			31,075
Other Data:
Capital expenditures	$	14,456		$	18,427		$	18,858		$	12,389		$	26,314
Net cash provided by operating activities		38,623			54,486			87,379			78,042			71,864
Net cash used in investing activities		(382,245	)		(18,196	)		(78,695	)		(72,226	)		(211,183	)
Net cash (used in) provided by financing activities		324,048			(4,586	)		(25,572	)		(305	)		187,589
Ratio of earnings to fixed charges(5)		0.16			0.06			1.11			—			1.29
Operating Data:
Shipments (millions of pounds):
Primary		918			1,049			1,127			840			885			1,127			885
Tolling		—			—			—			—			87			199			153
Average Century Aluminum realized price ($/lb):
Primary		0.71			0.68			0.69			0.69			0.81			0.69			0.81
Tolling		—			—			—			—			0.61			0.51			0.60
Average LME price ($/lb)		0.66			0.61			0.65			0.64			0.76			0.65			0.76
Consolidated Balance Sheet Data (at period end):
Cash and cash equivalents	$	13,388		$	45,092		$	28,204		$	50,603		$	76,474
Total assets		776,706			765,167			810,326			835,734			1,274,398
Total debt		329,261			329,667			344,125			370,006			526,059
Shareholders’ equity		217,185			192,132			187,697			191,036			386,157

(1)		Effective April 1, 2001, we purchased the Hawesville facility from Southwire. Simultaneously, we sold a 20% interest in the Hawesville facility to Glencore. Accordingly, the results of operations following that date reflect the increased production which resulted from our 80% interest. Similarly, balance sheet data as of and following December 31, 2001 includes assets and liabilities related to our 80% interest in the Hawesville facility.

(2)		On April 1, 2003, we acquired the remaining 20% interest in the Hawesville facility. Accordingly, the results of operations following that date reflect the increased production which resulted from our additional 20% interest in the Hawesville facility. Similarly, balance sheet data as of and following December 31, 2003 includes assets and liabilities related to our additional 20% interest in the Hawesville facility.

(3)		On April 27, 2004, we completed the acquisition of all of the outstanding equity shares of Nordural, an Icelandic company that owns and operates the Nordural facility. Accordingly, the results of operations following that date reflect the increased production which resulted from our ownership of Nordural. Similarly, balance sheet data as of September 30, 2004 includes assets and liabilities related to our ownership of Nordural.

(4)

Pro forma share data does not give effect to the conversion of our convertible preferred stock to common stock, which Glencore converted on May 19, 2004. As further adjusted for such conversion, pro forma earnings per share for 2003 would be $(0.17) on a basic and diluted basis. Pro forma earnings per share for the nine months ended September 30, 2004 would be $1.61 and $1.60 on a basic and diluted basis, respectively, giving pro forma effect to the conversion for the period from January 1, 2004 until May 19, 2004, the date the convertible preferred stock was converted.

(5)

For the purpose of computing the ratio of earnings to fixed charges, earnings consist of pre-tax income from continuing operations before adjustment for minority interest in consolidated subsidiaries plus the amount of fixed charges, adjusted to exclude interest capitalized and preference security dividend requirements of consolidated subsidiaries during the period. Fixed charges consist of the sum of the following during the period: (a) interest expensed and capitalized; (b) amortized premiums, discounts and capitalized expenses related to indebtedness; and (c) preference security dividend requirements of consolidated subsidiaries.

RISK FACTORS

In addition to the other information included in this prospectus, you should carefully consider the risks described below before making an investment in the notes or our common stock. If any one of the following risks actually occurs, our business, financial condition or results of operations could be materially adversely affected. The risks and uncertainties described below are not the only ones facing us. Additional risks and uncertainties not presently known to us or that we currently deem to be immaterial may also materially and adversely affect our operations. The trading price of the notes and our common stock could decline due to any of these risks, and you may lose all or part of your investment. This prospectus also contains forward-looking statements that involve risks and uncertainties. Our actual results could differ materially from those anticipated in these forward-looking statements as a result of certain factors, including the risks faced by us described below and elsewhere in this prospectus.

Risks Relating to Our Business

The cyclical nature of the aluminum industry causes variability in our earnings and cash flows.

Our operating results depend on the market for primary aluminum, which is a cyclical commodity affected by global demand and supply conditions. Historically, global demand and prices for primary aluminum have fluctuated in part due to economic and market conditions in the United States and other major global economies, including China, and currency fluctuations. The relative pricing of other materials, such as steel, plastic and glass, which are used as alternatives for aluminum in some applications, also affects demand for aluminum. Certain aluminum end-use markets, including the automotive sector and the building and construction sector, are also cyclical. When downturns occur in these sectors, demand for primary aluminum decreases resulting in lower prices for our products. Over the past twenty years, the average annual cash price for transactions on the LME was $0.68 per pound and has ranged from a low of $0.47 per pound in 1985 to a high of $1.15 per pound in 1988. The average LME price was $0.65 per pound for the year ended December 31, 2003 and $0.77 per pound for the first eleven months of 2004. Primary aluminum prices could decline below current levels, reducing our earnings and cash flows. A prolonged downturn in prices for primary aluminum could significantly reduce the amount of cash available to us to meet our current obligations and fund our long-term business strategies.

Conversely, if prices for primary aluminum increase, certain of our hedging transactions, including our LME-based alumina contracts, may limit our ability to take advantage of the increased prices. See “Business – Pricing and Risk Management” included elsewhere in this prospectus.

We have reduced our casting and shipping costs by selling molten aluminum to major customers located adjacent to our Ravenswood and Hawesville facilities; the loss of one of these major customers would increase our production costs at those facilities.

We derived a combined total of 51% of our consolidated net sales for 2003 from Pechiney Rolled Products, LLC and Southwire Company. Pechiney’s facility is located adjacent to our Ravenswood facility and Southwire’s facility is located adjacent to our Hawesville facility. Due to this proximity, we are able to deliver molten aluminum to these customers, thereby eliminating our casting and shipping costs and our customers’ remelting costs. We have long-term contracts with Pechiney and Southwire which are due to expire at the end of 2005 and at the end of 2011, respectively. If we extend Ravenswood’s power contract, we may extend the Pechiney contract through July 2007. Pechiney has the right to reduce its purchases from us by 50%, upon twelve months’ notice, and Southwire has the right to reduce its purchases from us by 20% beginning in 2009. These contracts also include customary termination provisions that could result in their early termination and we may be unable to extend or replace these contracts when they terminate. If we are unable to renew these contracts when they expire, or if either customer significantly reduces its purchases from us, we will incur higher casting and shipping costs. Alcan acquired Pechiney in February 2004. Following its purchase of Pechiney, Alcan announced that it planned to spin-off certain of its rolling operations, not including its Ravenswood mill, into a new publicly-traded company. Under an agreement Alcan reached with the U.S. Department of Justice in May 2004, the proposed spin-off was an alternate remedy to antitrust concerns raised by the Department of Justice in connection with Alcan’s acquisition of Pechiney. Alcan’s shareholders are scheduled to vote on the proposed spin-off on December 22, 2004. If the spin-off is not approved by shareholders or is not consummated for any other reason, the Department of Justice could require Alcan to divest its rolling operations, including the Ravenswood rolling mill. Although any buyer of the Ravenswood rolling mill

would be expected to assume Pechiney’s obligations under our existing contract with Pechiney, we may require different terms or terminate that contract if the buyer is not deemed to be creditworthy.

A material change in our relationship with Glencore could affect how we purchase raw materials, sell our products and hedge our exposure to metal price risk.

We benefit from our relationship with Glencore, our largest shareholder. We have entered into various long-term contracts with Glencore to sell 13.4% of our current annual primary aluminum production and to purchase 53.5% of our annual alumina requirements under contracts expiring at various dates from 2006 through 2013. In addition, we have entered into an alumina tolling agreement with Glencore for 198 million pounds of the expansion capacity at the Nordural facility. See “Business – Facilities” and “Business – Sales and Distribution” included elsewhere in this prospectus. We also enter into forward sales and hedging contracts with Glencore, which help us manage our exposure to fluctuating aluminum prices. Because Glencore is a major customer, supplier and metal hedge counterparty, a material change in our relationship with Glencore, including any significant change in its investment in our company, could affect how we purchase raw materials, sell our products and hedge our exposure to metal price risk, which could impact our operating costs.

Glencore owns a large percentage of our common stock and can influence matters requiring shareholder approval.

Glencore owns 29.4% of our outstanding common stock. As a result of Glencore’s significant ownership of our common stock, Glencore has the ability to influence the outcome of matters requiring shareholder approval, including delaying or preventing a change in control. Willy R. Strothotte, the chairman of Glencore’s board of directors, serves as one of our eight directors. Craig A. Davis, our chairman and chief executive officer, is also a Glencore director. As a result of their service to us in their respective positions, Messrs. Strothotte and Davis have the ability to influence our management.

Losses caused by disruptions in the supply of power would reduce the profitability of our operations.

We may incur losses due to a temporary or prolonged interruption of the supply of electrical power to our facilities, which can be caused by unusually high demand, blackouts, equipment failure, natural disasters or other catastrophic events. We use large amounts of electricity to produce primary aluminum, and any loss of power which causes an equipment shutdown can result in the hardening or “freezing” of molten aluminum in the pots where it is produced. If this occurs, we may experience significant losses if the pots are damaged and require repair or replacement, a process that could limit or shut down our production operations for a prolonged period of time. Although we maintain property and business interruption insurance to mitigate losses resulting from catastrophic events, we may be required to pay significant amounts under the deductible provisions of those insurance policies. In addition, our coverage may not be sufficient to cover all losses, or may not cover certain events. Certain of our insurance policies do not cover any losses we may incur if our suppliers are unable to provide us with power during periods of unusually high demand. Certain losses which are not covered by insurance may trigger a default under our revolving credit facility.

Changes or disruptions to our current supply arrangements could increase our raw material costs.

We depend on a limited number of suppliers for alumina, the principal raw material used to produce primary aluminum. Supply of alumina has been constrained over the past 21 months, and the construction of new production facilities requires substantial lead time. Disruptions to our supply of alumina could occur for a variety of reasons, including disruptions of production at a particular supplier’s alumina refinery. These disruptions may require us to purchase alumina on less favorable terms than under our current agreements. Spot alumina prices are currently substantially higher than the prices we pay under our long-term agreements.

We and Noranda Finance Inc., through 50/50 joint venture companies, recently purchased the Gramercy, Louisiana alumina refinery that supplies the alumina used at our Hawesville and Noranda’s New Madrid primary aluminum production facilities. As part of the acquisition, the joint venture also purchased an interest in a Jamaican partnership that owns bauxite mining assets in St. Ann, Jamaica. Bauxite is the principal raw material used in the production of alumina and all of the bauxite used at the Gramercy alumina refinery is purchased from the Jamaican partnership. In October 2004, certain equipment used by the partnership to load bauxite at the St. Ann port facility failed, resulting in the interruption of bauxite shipments. Although we believe we have sufficient bauxite in reserve to continue production

of alumina at the Gramercy facility until the loading facility is repaired, if repairs are delayed or prove more difficult than originally anticipated, we could incur additional costs in order to use bauxite from other sources.

Our costs of alumina at the Hawesville facility may be higher than under our previous LME-based contract depending on certain market conditions.

The Gramercy refinery that we and Noranda recently acquired from Kaiser supplies all of the alumina used at our Hawesville facility. Prior to the acquisition, we purchased alumina from Kaiser under a long-term contract at prices based on the LME price for primary aluminum. Following the acquisition, that contract was replaced with a contract that provides for alumina prices based on the Gramercy refinery’s production costs. As a result, the price we pay for the alumina used at our Hawesville facility is now based on the cost of alumina production, rather than the LME price for primary aluminum. Those production costs could be materially higher than our previous LME-based contract price during periods when aluminum prices are low and natural gas prices are high.

Changes in the relative cost of certain raw materials and energy compared to the price of primary aluminum could affect our operating results.

Our operating results are sensitive to changes in the price of primary aluminum and the raw materials used in our production. Although we attempt to mitigate the effects of such price fluctuations through the use of various fixed-price commitments and financial instruments, these efforts may limit our ability to take advantage of favorable changes in the market prices for primary aluminum or raw materials. See “Business – Pricing and Risk Management” included elsewhere in this prospectus for a discussion of these contracts in more detail.

Electricity represents our single largest operating cost. As a result, the availability of electricity at affordable prices is crucial to the profitability of our operations. While we purchase virtually all of our electricity for our existing U.S. facilities under fixed-price contracts, a portion of the contracted cost of the electricity supplied to the Mt. Holly facility varies with our supplier’s fuel costs. An increase in our supplier’s fuel costs would increase the price the Mt. Holly facility pays for electricity. The fixed price portions of our current power contracts are due to expire at various times from the end of 2005 through 2010. If we are unable to obtain power at affordable rates upon the expiration of these contracts, we may be forced to curtail or idle a portion of our production capacity, which would lower our revenues and adversely affect the profitability of our operations.

We are subject to the risk of union disputes.

The bargaining unit employees at our Ravenswood and Hawesville facilities and at the Gramercy refinery are represented by the United Steel Workers of America, or USWA. Our labor contracts expire in 2006 at the Ravenswood and Hawesville facilities and in 2005 at the Gramercy facility. Nordural’s employees are represented by unions and are employed under a contract that expires at the end of 2004. A new labor contract is being negotiated to replace the recently expired contract covering hourly employees at the Jamaican bauxite mining operations. We may be unable to satisfactorily renegotiate those labor contracts. In addition, existing labor contracts may not prevent a strike or work stoppage at any of these facilities in the future, and any such work stoppage could prevent or significantly impair our ability to conduct production operations at those facilities.

We depend on key management personnel.

Our management structure is streamlined and, as a result, we rely heavily on a small core senior management team. The unexpected loss of the services of one or more key employees could significantly harm our business, financial condition and operating results. The employment agreements for certain key management personnel expire at the end of 2005 and it is anticipated that several of those individuals will retire at that time.

We are subject to a variety of environmental laws that could result in costs or liabilities.

We are obligated to comply with various federal, state and other environmental laws and regulations, including the environmental laws and regulations of Iceland, the European Economic Area and Jamaica. Environmental laws and regulations may expose us to costs or liabilities relating to our manufacturing operations or property ownership. We incur operating costs and capital expenditures on an ongoing basis to comply with applicable environmental laws and regulations. In addition, we are currently and may in the future be responsible for the cleanup of contamination at some of our current and former manufacturing facilities or for the amelioration of damage to

natural resources. For example, we, along with others, including former owners of our former St. Croix facility, received notice of a threatened lawsuit alleging natural resource damages involving the subsurface hydrocarbon contamination at the facility. While it is not presently possible to determine the outcome of this matter, our known liabilities with respect to this and other matters relating to compliance and cleanup, based on current information, are not expected to be material and should not materially adversely affect our operating results. However, if more stringent compliance or cleanup standards under environmental laws or regulations are imposed, previously unknown environmental conditions or damages to natural resources are discovered, or if contributions from other responsible parties with respect to sites for which we have cleanup responsibilities are not available, we may be subject to additional liability, which may be material. Further, additional environmental matters for which we may be liable may arise in the future at our present sites where no problem is currently known, with respect to sites previously owned or operated by us, by related corporate entities or by our predecessors, or at sites that we may acquire in the future. Overall production costs may become prohibitively expensive and prevent us from effectively competing in price sensitive markets if future capital expenditures and costs for environmental compliance or cleanup are significantly greater than current or projected expenditures and costs. See “Business — Environmental Matters” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations — Liquidity and Capital Resources — Environmental Expenditures and Other Contingencies” and Note 12 to our audited consolidated financial statements, all of which are included elsewhere in this prospectus, for a detailed description of our environmental matters and associated costs and risks.

Acquisitions may present difficulties for us.

In April 2004, we acquired the Nordural facility located in Iceland. In October 2004, we and Noranda acquired through joint venture companies the Gramercy alumina refinery located in Gramercy, Louisiana and a 49% interest in related bauxite operations in Jamaica. See “The Gramercy Acquisition.” We may make other strategic acquisitions in the future. We are subject to numerous risks as a result of our acquisitions, including the following:

•

it may be difficult to manage our existing business as we integrate acquired operations;

•

we may not achieve the anticipated reductions in average unit production costs as a result of our acquisitions; and

•

management of acquisitions will require continued development of financial controls and information systems, which may prove to be expensive, time-consuming, and difficult.

Accordingly, our recent or future acquisitions might not improve our competitive position and business prospects as anticipated.

We may not realize the expected benefits of the planned expansion of the Nordural facility.

The expansion of Nordural, which is under way, will more than double its existing production capacity. We cannot assure you that Nordural will be able to complete the expansion in the time forecast or without significant cost overruns or that we will be able to realize the expected benefits of the expansion. We recently added another 71 million pounds of capacity to the expansion project after we reached agreement on the long-term supply of electric power for that additional capacity. Our ability to proceed with that portion of the expansion will depend on our ability to obtain financing for the estimated $106 million cost and to enter into certain key contracts for that additional capacity.

Operating in foreign countries exposes us to political, regulatory, currency and other related risks.

The Nordural facility is our first facility located outside of the United States. The bauxite operations related to Gramercy, which we recently acquired, are located in Jamaica. We may in the future consider other acquisitions in foreign countries. International operations may expose us to risks, including unexpected changes in foreign laws and regulations, political and economic instability, challenges in managing foreign operations, increased cost to adapt our systems and practices to those used in foreign countries, export duties, tariffs and other trade barriers, and the burdens of complying with a wide variety of foreign laws.

In addition, we will be exposed to fluctuations in currency exchange rates and, as a result, an increase in the value of foreign currencies relative to the U.S. dollar could increase our operating expenses which are denominated

and payable in those currencies. For example, Nordural’s revenues are denominated in U.S. dollars, while its labor costs are denominated in Icelandic kronur and a portion of its anode costs are denominated in euros.

Our historical and pro forma financial information may not be comparable to our results for future periods.

The historical and pro forma financial information included in this prospectus is not necessarily indicative of our future results of operations, financial position and cash flows, and the pro forma financial information does not necessarily reflect our results of operations and financial position for the periods and dates presented. For example, our historical financial data does not reflect the effects of:

	•		our 80% interest in the Hawesville facility prior to April 1, 2001;

	•		our acquisition of the remaining 20% interest in the Hawesville facility prior to April 1, 2003;

	•		our acquisition of the Nordural facility prior to April 27, 2004; and

	•		our purchase of a 50% interest in the Gramercy assets.

In addition, our pro forma financial information does not include operating results from the remaining 20% interest in the Hawesville facility before we acquired it on April 1, 2003, may not reflect all of the effects from the integration of the financial results of the Nordural facility, and does not reflect the refinancing of debt outstanding under Nordural’s term loan facility, the Gramercy acquisition or Nordural’s planned new term loan facility. Costs actually incurred relating to the remaining 20% interest in the Hawesville facility and the Nordural facility following these acquisitions may be materially different from those costs reflected in the pro forma financial information.

Risks Relating to Our Indebtedness

Our high level of indebtedness requires significant cash flow to meet our debt service requirements, which reduces cash available for other purposes, such as the payment of dividends, and limits our ability to pursue our growth strategy.

We are highly leveraged. We had an aggregate of approximately $526.0 million of outstanding indebtedness for borrowed money as of September 30, 2004. In addition, Nordural expects to borrow an additional $238.6 million under a planned $310.0 million term loan facility. See “Description of Certain Indebtedness – Nordural Debt – Nordural’s Planned New Term Loan Facility.” We may incur additional indebtedness in the future, including to finance the additional capacity recently added to the Nordural expansion project.

The level of our indebtedness could have important consequences to you. For example, it could:

	•		limit cash flow available for capital expenditures, acquisitions, dividends, working capital and other general corporate purposes because a substantial portion of our cash flow from operations must be dedicated to servicing our debt;

	•		increase our vulnerability to adverse economic and industry conditions;

	•		limit our flexibility in planning for, or reacting to, competitive and other changes in our business and the industry in which we operate;

	•		place us at a disadvantage compared to our competitors who may have less debt and greater operating and financing flexibility than we do; and

	•		limit our ability to borrow additional funds, which may prevent us from pursuing favorable acquisition opportunities when they arise.

In addition to our indebtedness, we have liabilities and other obligations which could reduce cash available for other purposes and limit our ability to pursue our growth strategy.

We may not be able to generate the necessary amount of cash to service our indebtedness and satisfy other commitments.

We will need a significant amount of cash to service our debt. During the year ended December 31, 2003, we paid $41.3 million to meet our aggregate annual debt service requirements, including $38.2 million related to the first mortgage notes. During the year ended December 31, 2003, Nordural had $19.4 million in debt service payments, including principal amortization. While Century Aluminum Company’s debt service has decreased as a result of the 2004 refinancing, Nordural’s debt service will increase as it draws down under its planned new term loan facility. In addition, if any of the notes are converted, we will be required to settle in cash up to the principal amount of the notes converted, which could increase our debt service obligations.

We are also exposed to risks of interest rate increases. Nordural, which we acquired in April 2004, had $83.4 million of debt at September 30, 2004 and has agreed to terms on a new $310.0 million senior term loan facility that would be used to refinance debt under Nordural’s existing term loan facility and finance a portion of the ongoing expansion of the Nordural facility. Nordural’s annual debt service requirements vary, as amounts outstanding under its senior term loan facility bear interest at a variable rate. Amounts outstanding under Nordural’s planned new term loan facility will also bear interest at a variable rate. In addition, a substantial portion of Nordural’s current debt is comprised of project finance debt (which would be repaid with proceeds of the new $310.0 million facility), which requires additional principal repayments as available cash flow increases.

Our ability to pay interest and to repay or refinance our indebtedness, including the notes, and satisfy other commitments, including funding the Nordural expansion, will depend upon our future operating performance, which is subject to general economic, financial, competitive, legislative, regulatory, business and other factors that are beyond our control. Accordingly, we cannot assure you that our business will generate sufficient cash flow from operations, that we will realize our currently anticipated revenues and operating performance or that future borrowings will be available to us in an amount sufficient to enable us to pay our indebtedness, including the notes, or to fund our other liquidity needs. If we are unable to meet our debt service obligations or fund our other liquidity needs, we could attempt to restructure or refinance our indebtedness or seek additional equity capital. We cannot assure you that we will be able to accomplish those actions on satisfactory terms, or at all.

Restrictive covenants in our existing credit facilities and the indenture governing our senior notes limit our ability to incur additional debt, pay dividends and pursue our growth strategy.

Our revolving credit facility and the indenture governing our senior notes each contain various covenants that restrict the way we conduct our business and limit our ability to incur debt, pay dividends and engage in transactions such as acquisitions and investments, which may impair our ability to pursue our growth strategy. See “Description of Certain Indebtedness.” Any failure to comply with those covenants may constitute a breach under the revolving credit facility or the indenture governing our senior notes, which may result in the acceleration of all or a substantial portion of our outstanding indebtedness and termination of commitments under our revolving credit facility. If our indebtedness is accelerated, we may be unable to repay those amounts upon acceleration. Our first mortgage notes are secured by a substantial portion of the assets comprising our Ravenswood and Hawesville facilities and all our inventory and accounts receivable have been pledged to secure borrowings under our revolving credit facility. If the secured lenders compel the sale of those assets or our company is liquidated for any other reason, our secured lenders would have to be repaid before proceeds from the sale of those assets would be available to repay our unsecured creditors and for distribution to our equity holders.

Nordural has a senior term loan facility that contains covenants, including financial and customary “project finance” covenants, that restrict the way Nordural conducts its business. These covenants limit Nordural’s ability to pay dividends to us, incur debt and engage in transactions such as acquisitions. If Nordural is unable to comply with these covenants, the lenders would be able to cancel commitments under Nordural’s loan facility, cause all or part of the amounts outstanding under the loan facility to be immediately due and payable and foreclose on any collateral securing the loan facility. All of Nordural’s shares and assets have been pledged to secure its obligations under the loan facility.

On July 23, 2004, Nordural agreed to terms on a $310.0 million senior term loan facility with Landsbanki Islands hf. and Kaupthing Bank hf., subject to customary closing conditions, including negotiation and execution of definitive documentation. Amounts borrowed under the planned new term loan facility will be used to refinance debt under Nordural’s existing term loan facility and to finance a portion of the costs associated with the ongoing expansion. Under the term sheet, which was amended and restated

in November 2004, all of Nordural’s assets will be pledged as security under the loan facility, including, but not limited to, all property, plant and equipment related to the reduction plant and the harbor area and all of Nordural’s current and future inventory, receivables, insurance policies, bank accounts, and rights under various existing and future contracts relating to the operation of the Nordural facility, including its tolling, anode supply and power contracts. In addition, we will agree to pledge Nordural’s shares to the lenders as collateral. The term loan facility will contain restrictions on Nordural’s ability to pay dividends to us, including a requirement that Nordural make a repayment of principal in an amount equal to 50% of any dividend paid to shareholders. See “Description of Certain Indebtedness – Nordural Debt – Nordural’s Planned New Term Loan Facility.” Based on Nordural’s needs for cash to finance its expansion and operations, we do not currently anticipate that Nordural will distribute any cash to us until the expansion is complete.

Despite current levels of indebtedness, we may be able to incur substantially more indebtedness.

Despite our current and anticipated debt levels, we may be able to incur significant additional indebtedness from time to time, subject to the restrictions contained in our revolving credit facility and the indenture governing our senior notes. Our revolving credit facility permits additional borrowings, and any such borrowings under our revolving credit facility would be secured by all of our accounts receivable and inventory. Although the terms of the indenture governing our senior notes will contain restrictions on our incurrence of debt, these restrictions are subject to a number of qualifications and exceptions and, under certain circumstances, indebtedness incurred in compliance with these restrictions could be substantial. See “Summary — Summary Financial and Other Data of Century Aluminum,” “Description of the Notes” and “Description of Certain Indebtedness.”

Risks Relating to This Offering and the Securities Markets

The notes and the guarantees are unsecured and contain no financial covenants.

The notes and the guarantees are not secured by our assets and will rank equal in right of payment with our existing and future unsecured and senior indebtedness. The indenture governing the notes does not restrict our ability to incur additional debt, including secured debt. The notes will be effectively subordinated to any of our existing or future secured indebtedness to the extent of the assets securing such indebtedness. We have pledged substantially all of our working capital assets, other than assets of our foreign subsidiaries, as security under our revolving credit facility. As of September 30, 2004, we had no amounts outstanding under our revolving credit facility. In addition, we have pledged most of our U.S. property, plant and equipment as security for the remaining outstanding first mortgage notes. As of September 30, 2004, Century Aluminum Company had $17.7 million of senior secured indebtedness outstanding and $76.8 million of availability under our secured revolving credit agreement. In addition, the indenture governing the notes offered under this prospectus does not contain any financial covenants, restrict our ability to repurchase our securities, pay dividends or make restricted payments or contain covenants or other provisions to afford holders protection in the event of a transaction that substantially increases our level of indebtedness. Furthermore, the indenture contains only limited protections in the event of a fundamental change, as described under the heading “Description of the Notes — Repurchase at the Option of the Holder Upon a Fundamental Change.” We could engage in many types of transactions, such as acquisitions, refinancings or recapitalizations, that could substantially affect our capital structure and the value of the notes and our common stock but would not constitute a fundamental change permitting holders to require us to repurchase their notes under the indenture. The incurrence of additional indebtedness and, in particular, the granting of a security interest to secure the indebtedness, could adversely affect our ability to pay our obligations on the notes.

The notes will be structurally junior to indebtedness of our non-guarantor subsidiaries.

You will not have any claim as a creditor against any of our non-guarantor subsidiaries, and indebtedness and other liabilities, including trade payables, of those subsidiaries will effectively be senior to your claims against those subsidiaries. As of September 30, 2004, our non-guarantor subsidiaries had $188.7 million of outstanding liabilities, including trade payables but excluding intercompany obligations. The indenture governing the notes does not restrict the ability of these subsidiaries to incur additional indebtedness and does not contain any limitation on the amount of other liabilities, such as trade payables, that may be incurred by these subsidiaries.

We depend upon dividends from our subsidiaries to meet our debt service obligations.

We are a holding company and conduct all of our operations through our subsidiaries. Our ability to meet our debt service obligations depends upon our receipt of dividends from our subsidiaries. Both Nordural’s existing debt and its proposed new senior term loan facility place significant limits on Nordural’s ability to pay dividends to us. Subject to the restrictions contained in our revolving credit facility and the indenture governing our senior notes, future borrowings by our subsidiaries could contain restrictions or prohibitions on the payment of dividends by our subsidiaries to us. See “Description of Certain Indebtedness.” In addition, under applicable law, our subsidiaries could be limited in the amounts that they are permitted to pay us as dividends on their capital stock.

Subsidiary guarantees could be deemed to be fraudulent conveyances.

Our substantial domestic restricted subsidiaries have guaranteed the notes. The issuance of these guarantees could be subject to review under applicable fraudulent transfer or conveyance laws in a bankruptcy or other similar proceeding. Under these laws, the issuance of a guarantee will generally be a fraudulent conveyance if either (1) the guarantor issued the guarantee with the intent of hindering, delaying or defrauding its creditors, or (2) the guarantor received less than reasonably equivalent value or fair consideration in return for the guarantee, and any of the following is also true:

	•		the guarantor was insolvent or became insolvent when it issued the guarantee;

	•		the guarantor was left with an unreasonably small amount of capital after issuing the guarantee; or

	•		the guarantor intended to incur, or believed that it would incur, debts beyond its ability to pay as they matured.

Since our subsidiary guarantors issued the guarantees for the benefit of Century Aluminum Company, and only indirectly for their own benefit, the guarantees could be subject to a claim that they were given for less than reasonably equivalent value or fair consideration.

Although the definition of “insolvency” differs among jurisdictions, in general, the guarantor would be considered insolvent when it issued the guarantee if:

	•		its liabilities exceeded the fair value of its assets; or

	•		the present market value of its assets is less than the amount it would need to pay its total existing debts and liabilities as they mature (including those contingent liabilities which are likely to become certain).

We cannot assure you which standard a court would apply when determining whether a guarantor was insolvent when the notes were issued or how the court would decide regardless of the standard. Even if a court determined that the guarantor was not insolvent when the notes were issued, you should be aware that payments under the guarantees may constitute fraudulent transfers on other grounds.

In addition, the liability of each guarantor under its guarantee is limited to the amount that will not constitute a fraudulent conveyance or improper corporate distribution under applicable laws. We cannot assure you which standard a court will apply when determining the maximum liability of each guarantor.

To the extent that the note guarantee of any guarantor is voided as a fraudulent conveyance or otherwise held to be unenforceable or enforceable only to a limited extent, your claim against that guarantor could be lost or limited.

We cannot assure you that an active trading market will develop or be sustained for these notes.

Although the notes issued in the private placement are eligible for trading in the PORTAL market, the notes sold under this prospectus will no longer be eligible for trading in the PORTAL market. We do not intend to apply for listing of the notes on any securities exchange or for quotation through NASDAQ. We can make no assurances that an active or sustained trading market will develop for the notes or, if a market develops, that holders will be able to resell their notes at a price they deem satisfactory. Future trading prices for the notes will depend on many factors, including, among other things, prevailing interest rates, the market for similar securities, economic conditions, the price of our common stock and our financial condition, performance and prospects.

We may be unable to finance the repurchase or conversion of the notes even if required by the holders pursuant to the indenture.

Upon conversion of the notes, we are required to deliver cash in an amount up to the aggregate principal amount of notes to be converted and, at our option, cash, common stock or a combination thereof in respect of the remainder, if any, of our conversion obligation. We cannot assure you that we will have the financial resources to deliver such cash upon a conversion of the notes.

Holders of the notes may require us to repurchase all or a portion of the outstanding notes on August 1, 2011, 2014 and 2019. In addition, upon a fundamental change, we may be required to repurchase all or a portion of the outstanding notes. In some circumstances, a fundamental change could result from events beyond our control. We cannot assure you that we will have the financial resources to repurchase your notes, particularly if that fundamental change triggers a similar repurchase requirement for, or results in the acceleration of, other indebtedness. Our revolving credit facility has change of control provisions that would require us to repay any debt outstanding under such facility upon a change of control, and the indenture governing our senior notes has change of control provisions triggering a repurchase right on the part of the holders of such debt, all of which could adversely affect our financial ability to repurchase notes upon a fundamental change. Any credit agreements or other agreements relating to our indebtedness may prevent us from repurchasing the notes or contain provisions that expressly prohibit the repurchase of the notes upon a fundamental change or may provide that a fundamental change constitutes an event of default under that agreement. If a fundamental change occurs at a time when we are prohibited from repurchasing notes, we could seek the consent of our lenders to repurchase the notes or could attempt to refinance this debt. If we do not obtain a consent, we could not repurchase the notes. Our failure to repurchase tendered notes would constitute an event of default under the indenture governing the notes offered under this prospectus, which would constitute a default under the terms of our other indebtedness. See “Description of the Notes.”

Upon conversion, we will deliver cash up to the aggregate principal amount of notes to be converted and, at our election, cash, common stock or a combination thereof in respect of the remainder, if any, of our conversion obligation in excess of the principal amount of notes to be converted. Therefore, holders of the notes may not receive any shares of our common stock upon conversion, and they will receive fewer shares of common stock relative to the conversion value of the notes.

We have the right to satisfy our conversion obligation to holders in excess of the principal amount of notes to be converted, if any, by issuing shares of common stock, cash, or a combination thereof, in each case in satisfaction of such excess. Accordingly, upon conversion of a note, holders may not receive any shares of our common stock, and they will receive fewer shares of common stock relative to the conversion value of the note. Further, our liquidity may be reduced to the extent that we choose to deliver cash rather than shares of common stock upon conversion of notes.

Upon conversion of the notes, you may receive less proceeds than expected because the value of our common stock may decline between the day that you exercise your conversion right and the day the conversion value of your notes is determined.

The conversion value that you will receive upon conversion of your notes is determined by the average of the closing per share sale price of our common stock on NASDAQ for ten consecutive trading days. If we have issued a notice of redemption, and we do not receive your conversion notice 20 days prior to the applicable redemption date, this ten trading day period will end on the trading day immediately preceding the redemption date. Accordingly, if we do not receive your conversion notice 20 days prior to the applicable redemption date, this ten consecutive trading day period may not begin for more than a week thereafter. If we have issued a notice of redemption and we receive your conversion notice 20 days prior to the applicable redemption date, or if you exercise your conversion rights prior to our having issued a notice of redemption, this ten trading day period will begin on the second trading day immediately following the day you deliver your conversion notice to the conversion agent. If the price of our common stock decreases after we receive your notice of conversion and prior to the end of the applicable ten trading day period, the conversion value you receive will be adversely affected.

Conversion of the notes may affect the trading price of our common stock.

The conversion of some or all of the notes and any sales in the public market of our common stock issued upon such conversion could adversely affect the market price of our common stock. In addition, the existence of the notes

may encourage short selling by market participants because the conversion of the notes could depress our common stock price.

The price of our common stock, and therefore of the notes, may fluctuate significantly, and this may make it difficult for you to resell the notes when you want or at prices you find attractive.

The price of our publicly-traded common stock constantly changes. Because the notes are convertible into cash (up to the principal amount of the notes being converted) and, to the extent of any excess over the principal amount of notes being converted, cash, shares of our common stock, or a combination thereof (at our election), each based on the then applicable conversion rate, volatility in the market price for our common stock could have a similar effect on the trading price of the notes. This may result in greater volatility in the market price of the notes than would be expected for non-convertible debt securities.

The price of our common stock could be adversely affected by possible sales of our common stock by investors who view the notes as a more attractive means of equity participation in our company and by hedging or arbitrage activity that we expect to develop involving our common stock. This activity could, in turn, affect the trading prices of the notes.

The market price of our common stock has experienced significant volatility from time to time, and this volatility may continue in the future. From April 1, 2003, through December 1, 2004, the intra-day sales price of our common stock on NASDAQ ranged from $5.82 to $29.70 per share. In addition, the securities markets have experienced significant price and volume fluctuations. The market price for the notes and our common stock may be affected by a number of factors, including actual or anticipated variations in our quarterly results of operations, expectations about the future price of aluminum, changes in earnings estimates or recommendations by securities analysts, changes in research coverage by securities analysts, any announcement by us of significant acquisitions, strategic partnerships, joint ventures or capital commitments, developments in our industry and sales of substantial numbers of shares by current holders of our common stock in the public market. In addition, general economic, political and market conditions and other factors unrelated to our operating performance may cause the market price of the notes and our common stock to be volatile.

The conversion rate of the notes may not be adjusted for all dilutive events that may occur.

The conversion rate of the notes is subject to adjustment for certain events including, but not limited to, the issuance of cash or stock dividends on our common stock, the issuance of certain rights or warrants, subdivisions or combinations of our common stock, certain distributions of assets, debt securities, capital stock or cash to holders of our common stock and certain tender or exchange offers. The conversion rate will not be adjusted for other events, such as stock issuances for cash, that may adversely affect the trading price of the notes. We will be permitted to take actions that adversely affect the value of the notes, but do not result in an adjustment to the conversion rate. See “Description of the Notes — Conversion Rights — Adjustment of Conversion Rate and Other Adjustments.”

If you hold notes, you will not be entitled to any rights with respect to our common stock, but you will be subject to all changes made with respect to our common stock.

If you hold notes, you will not be entitled to any rights with respect to our common stock (including, without limitation, voting rights and rights to receive any dividends or other distributions on our common stock), but you will be subject to all changes affecting the common stock. You will only be entitled to rights on the common stock if and when we deliver shares of common stock (if any) to you upon conversion of your notes. For example, in the event that an amendment is proposed to our articles of incorporation or by-laws requiring stockholder approval and the record date for determining the stockholders of record entitled to vote on the amendment occurs prior to delivery of the common stock, you may not be entitled to vote on the amendment, although you may nevertheless be subject to any changes in the powers, preferences or special rights of our common stock.

Future sales of our common stock in the public market or the issuance of securities senior to our common stock could adversely affect the trading price of our common stock and the value of the notes and our ability to raise funds in new stock offerings.

We are not restricted from issuing additional common stock during the life of the notes and have no obligation to consider your interests for any reason. Future sales of substantial amounts of our common stock or equity-related securities in the public market, or the perception that such sales could occur, could adversely affect prevailing

trading prices of our common stock and the value of the notes and could impair our ability to raise capital through future offerings of equity or equity-related securities. No prediction can be made as to the effect, if any, that future sales of shares of common stock, or the availability of shares of common stock for future sale, will have on the trading price of our common stock or the value of the notes.

The repurchase rights in the notes triggered by a Fundamental Change could discourage a potential acquiror and may not protect against certain transactions.

The repurchase rights in the notes triggered by a fundamental change, as described under the heading “Description of the Notes — Repurchase at the Option of the Holder Upon a Fundamental Change,” could discourage a potential acquiror. The term “fundamental change” is limited to specified transactions and may not include other events that might adversely affect our financial condition or business operations. Our obligation to offer to repurchase the notes upon a fundamental change would not necessarily afford you protection in the event of a highly leveraged transaction, reorganization, merger or similar transaction involving us.

Rating agencies may provide ratings on the notes that could reduce the market value or liquidity of the notes and our common stock.

On December 3, 2004, Moody Investors Services, Inc. assigned a rating of B1 on our convertible notes. On November 5, 2004, Standard & Poor’s Ratings Services assigned a rating of BB- on our convertible notes. If one or more rating agencies reduces their rating in the future, the market price or liquidity of the notes and our common stock could be adversely affected.

Provisions in our charter documents and state law may make it difficult for others to obtain control of our company, even though some stockholders may consider it to be beneficial.

Certain provisions of our restated certificate of incorporation and amended and restated bylaws, as well as provisions of the Delaware General Corporation Law, may have the effect of delaying, deferring or preventing a change of control of our company, including transactions in which our stockholders might otherwise have received a substantial premium for their shares over then current market prices. For example, these provisions:

	•		give authority to our board of directors to issue preferred stock and to determine the price, rights, preferences, privileges and restrictions of those shares without any stockholder vote;

	•		provide, under our charter documents, for a board of directors consisting of three classes, each of which serves for a different three-year term;

	•		require stockholders to give advance notice prior to submitting proposals for consideration at stockholders’ meetings or to nominate persons for election as directors; and

	•		restrict, under our charter documents, certain business combinations between us and any person who beneficially owns 10% or more of our outstanding voting stock.

In addition, certain of our officers have entered into employment and severance compensation agreements that provide for cash payments, immediate vesting of stock options and performance shares and acceleration of other benefits under certain circumstances, including a change in control of our company. Our 1996 Stock Incentive Plan also provides for acceleration of the ability to exercise stock options and the vesting of performance shares upon a change of control, and our Non-Employee Directors Stock Option Plan provides for acceleration of an option holder’s ability to exercise stock options upon a change of control.

FORWARD-LOOKING STATEMENTS

In this prospectus, we make statements that may be considered “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, or the Securities Act, and Section 21E of the Exchange Act. You can identify these statements by forward-looking words such as “anticipate,” “believe,” “could,” “estimate,” “expect,” “intend,” “may,” “should,” and “would” or similar words. All of these forward-looking statements are based on estimates and assumptions made by our management that, although we believe to be reasonable, are inherently uncertain. Therefore, you should not place undue reliance upon such estimates and statements. We cannot assure you that any of such estimates or statements will be realized and it is likely that actual results will differ materially from those contemplated by such forward-looking statements. Factors that may cause such differences include:

	•		Our high level of indebtedness reduces cash available for other purposes and limits our ability to incur additional debt and pursue our growth strategy;

	•		The cyclical nature of the aluminum industry causes variability in our earnings and cash flows;

	•		The loss of a customer to whom we deliver molten aluminum would increase our production costs;

	•		Glencore International AG beneficially owns a large percentage of our outstanding common stock and has the ability to influence matters requiring shareholder approval;

	•		We could suffer losses due to a temporary or prolonged interruption of the supply of electrical power to our facilities, which can be caused by unusually high demand, blackouts, equipment failure, natural disasters or other catastrophic events;

	•		Due to volatile alumina prices, the principal raw material used in primary aluminum production, our raw material costs could be materially impacted if we experience changes to or disruptions in our current alumina supply arrangements, or if production costs at our newly acquired alumina refining operations increase significantly;

	•		By expanding our geographic presence and diversifying our operations through the acquisition of bauxite mining and alumina refining assets, we are exposed to new risks and uncertainties that could adversely affect the overall profitability of our business;

	•		Changes in the relative cost of certain raw materials and energy compared to the price of primary aluminum could affect our margins;

	•		Most of our employees are unionized and any labor dispute or failure to successfully renegotiate an existing labor agreement could materially impair our ability to conduct our production operations at our unionized facilities;

	•		We are subject to a variety of environmental laws that could result in unanticipated costs or liabilities;

	•		We may not realize the expected benefits of our growth strategy if we are unable to successfully integrate the businesses we acquire; and

	•		We cannot assure you that Nordural will be able to complete its expansion in the time forecast or without significant cost overruns or that we will be able to realize the expected benefits of the expansion.

Although we believe the expectations reflected in our forward-looking statements are reasonable, we cannot guarantee our future performance and a number of factors could materially affect our results of operations and the accuracy of our forward-looking statements. Many of these factors are beyond our control. When reading any of our forward-looking statements, you should consider the risks described above as well as those described under the heading “Risk Factors” located elsewhere in the prospectus. All forward-looking statements in this prospectus are based on information currently available to us and they speak only as of the date on which they are made. We undertake no obligation (other than as required by law) to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. We qualify all of our forward-looking statements by these cautionary statements and information.

USE OF PROCEEDS

We will not receive any of the proceeds from the sale by any selling securityholder of the notes or the shares of common stock issuable upon conversion of the notes. See “Selling Securityholders” for a list of the selling securityholders that may sell from time to time under this prospectus the notes or the shares of common stock issuable upon conversion of the notes.

RATIO OF EARNINGS TO FIXED CHARGES

The following table presents our historical ratio of earnings to fixed charges for the periods indicated. For the purpose of computing the ratio of earnings to fixed charges, earnings consist of pre-tax income from continuing operations before adjustment for minority interest in consolidated subsidiaries plus the amount of fixed charges, adjusted to exclude interest capitalized and preference security dividend requirements of consolidated subsidiaries during the period. Fixed charges consist of the sum of the following during the period: (a) interest expensed and capitalized; (b) amortized premiums, discounts and capitalized expenses related to indebtedness; and (c) preference security dividend requirements of consolidated subsidiaries.




	Year Ended December 31,										Nine Months Ended September 30,
	1999		2000		2001(1)		2002(1)		2003		2004
Ratio of earnings to fixed charges		1.27		98.88		0.16		0.06		1.11		1.29

(1)

The additional earnings that would have been required to cover fixed charges in 2001 and 2002 was $28.7 million and $42.0 million, respectively.

PRICE RANGE OF OUR COMMON STOCK

Our common stock is quoted on the NASDAQ National Market tier of The NASDAQ Stock Market^® under the symbol “CENX.” The following table sets forth the high and low reported sales prices of our common stock as reported by The NASDAQ Stock Market^®.


		High	Low
2002
	First Quarter	$16.50	$11.00
	Second Quarter	17.51	12.70
	Third Quarter	15.19	6.71
	Fourth Quarter	8.63	5.70
2003
	First Quarter	7.65	5.61
	Second Quarter	7.61	5.82
	Third Quarter	12.71	6.90
	Fourth Quarter	22.25	10.41
2004
	First Quarter	29.70	19.15
	Second Quarter	29.40	18.64
	Third Quarter	28.00	21.70
	Fourth Quarter (through November 30, 2004)	29.10	22.42

On November 30, 2004, the closing price per share of our common stock was $25.62. As of November 30, 2004, we had 32,033,464 shares of our common stock issued and outstanding (which were held by 92 holders of record) and 789,224 shares reserved for issuance upon the exercise of outstanding stock options and the vesting of outstanding performance shares and restricted stock awards.

DIVIDEND POLICY

Since the beginning of the fourth quarter of 2002, we have not declared dividends on our common stock. From April 1996 through the third quarter of 2002, we declared and paid a $0.05 per share quarterly dividend on our common stock.

The declaration of dividends on our common stock is subject to the discretion of our board of directors. The timing, amount and form of dividends, if any, depend, among other things, on our results of operations, financial condition, cash requirements and other factors deemed relevant by our board of directors. In addition, restrictions under our revolving credit facility and the indenture governing our senior notes limit our ability to declare and pay dividends under certain circumstances. Our revolving credit facility limits dividends on our common and preferred stock to $2.5 million per year. The indenture governing our senior notes limits the aggregate amount of dividends paid since the date on which the senior notes were issued to 50% of the consolidated net income from April 1, 2004 through the most recent fiscal quarter, plus the net cash proceeds from our sales of equity securities and other amounts, including cash returns on certain investments less the aggregate amount used for the payment of dividends and other restricted payments, including investments in foreign subsidiaries.

We may resume the payment of dividends on our common stock when our board of directors determines we have cash available for that purpose and when permitted under the terms of our revolving credit facility and the indenture governing our senior notes.

THE GRAMERCY ACQUISITION

The purchase price for the Gramercy assets was $23 million, subject to working capital adjustments. We paid one-half, or $11.5 million of the unadjusted purchase price, which we funded with available cash. Noranda paid the remaining $11.5 million. We plan to account for our investment in the Gramercy assets using the equity method of accounting. Kaiser sold the Gramercy assets as part of its plan to emerge from Chapter 11 bankruptcy. Following an auction process, the acquisition was approved by the United States Bankruptcy Court for the District of Delaware in July 2004.

Alumina Refining Operations

The alumina refinery in Gramercy was acquired by Gramercy Alumina LLC (“GAL”), a newly-formed Delaware limited liability company. The Gramercy plant began operations in 1959 and consists of a production facility, a powerhouse for steam and electricity production, a deep water dock and a barge loading facility. Extensive portions of the Gramercy plant were rebuilt and modernized between 2000 and 2002.

The Gramercy plant currently produces alumina at a capacity rate of approximately 1.2 million metric tons per year, consisting of approximately 80% smelter grade alumina (“SGA”), and 20% alumina hydrate, or chemical grade alumina (“CGA”). Annual production during the years ended December 31, 2001, 2002 and 2003 was 0.9 million, 1.2 million, and 1.2 million metric tons, respectively. Production was curtailed in 2001 while the Gramercy plant was being rebuilt and modernized. We expect production at the Gramercy plant to remain at or near capacity for the year ended December 31, 2004 and for the foreseeable future.

Labor. Prior to the acquisition, the Gramercy plant employed 149 salaried employees and 352 unionized hourly employees. All of the hourly employees and approximately 90% of the salaried employees were retained by GAL. The joint venture did not hire any Kaiser salaried employees who provided services for other Kaiser operations. Kaiser had provided certain operating level business functions for the Gramercy plant, including: procurement; shipping; engineering; sales and marketing; human resources; treasury; environmental programs; insurance; information technology and business systems; tax and legal. Following the acquisition, we and Noranda will establish these functions at GAL or provide these functions directly.

GAL negotiated a new collective bargaining agreement with the United Steelworkers of America that covers all of the represented hourly employees at the Gramercy plant. The wage, benefit and other terms of that agreement, which expires in September 2005, are substantially identical to the terms of the previous agreement with Kaiser. GAL will establish a defined benefit pension plan and a defined contribution plan for employees of the Gramercy plant to replace the plans previously provided by Kaiser. Kaiser retained all worker compensation, pension and post-retirement medical obligations related to pre-acquisition operations at the Gramercy plant.

Environmental. Prior to acquiring the Gramercy assets, we and Noranda performed a due diligence investigation of the environmental conditions at the Gramercy plant. We submitted the results of this investigation to Louisiana state regulatory officials together with an undertaking by GAL to perform certain specified remedial activities at the Gramercy plant following the acquisition. Based on this submission, and conditioned on completion of the specified remedial activities, state environmental officials confirmed that GAL would meet the conditions for “bona fide prospective purchaser” protection from liability for pre-existing environmental conditions at the Gramercy plant. Pursuant to the terms of the Asset Purchase Agreement, Kaiser agreed to escrow $2.5 million of the purchase price to reimburse GAL for any expenses incurred in the performance of environmental remediation at

the Gramercy plant. GAL plans to spend approximately $0.3 million in 2005 for environmental remediation at the Gramercy plant. In connection with the acquisition, GAL posted a $5.5 million bond as security for certain clean-up obligations that would arise under state environmental laws upon the termination of operations at the Gramercy plant. Based on current information, we do not believe GAL faces any other contingent environmental liabilities of a material nature in connection with the acquisition of the Gramercy plant.

Alumina Sales. Prior to the acquisition, substantially all of the SGA produced at the Gramercy plant was supplied to us and to Noranda under formula-priced alumina supply contracts calculated as a percentage of the London Metal Exchange price of primary aluminum. The Gramercy plant sold its CGA production to third parties. Following the acquisition, GAL will sell SGA to us and to Noranda under alumina supply contracts based on Gramercy’s production costs. All of the CGA is currently sold under existing short-term contracts with approximately 20 third party purchasers. GAL expects to continue CGA production and sales in order to optimize fixed costs. We do not anticipate that profits or losses from third party sales of CGA will be material.

Supply Contracts. Bauxite is the principal raw material used in the production of alumina, and natural gas is the principal energy source. The Gramercy plant purchases all of its bauxite requirements from the affiliated Jamaican bauxite mining operations described below under a contract that expires at the end of 2010 at a price that is fixed through 2005. The Gramercy plant purchases its natural gas requirements at market prices under short-term agreements with local suppliers.

Bauxite Mining Operations

The bauxite mining assets were acquired by St. Ann Bauxite Limited (“SABL”), a newly-established Jamaican limited liability company jointly owned by Century and Noranda. The bauxite mining assets are comprised of: (i) a concession from the Government of Jamaica to mine bauxite in Jamaica, and (ii) a 49% interest in a Jamaican partnership that owns certain mining assets in Jamaica. The Government of Jamaica owns the remaining 51% interest in the partnership. Throughout this prospectus, we refer to the Government of Jamaica as the “GOJ,” the mining rights granted under the concession as the “mining rights,” and the physical assets held by the partnership as the “mining assets.”

Following the acquisition, SABL and the GOJ established a new partnership to hold the mining assets and to conduct mining and related operations pursuant to the concession. The mining assets consist primarily of rail facilities, other mobile equipment, dryers, and loading and dock facilities. The age and remaining lives of the mining assets vary and they may be repaired or replaced from time to time as part of SABL’s ordinary capital expenditure plan. Under the terms of the concession, SABL manages the operations of the new partnership, pays operating costs and is entitled to all of its bauxite production. The GOJ receives: (i) a royalty based on the amount of bauxite mined, (ii) an annual “asset usage fee” for the use of the GOJ’s 51% interest in the mining assets, and (iii) certain fees for lands owned by the GOJ that are covered by the concession. SABL also pays to the GOJ customary income and other taxes and fees pursuant to an Establishment Agreement with the GOJ that establishes the fiscal regime for SABL through December 2005. A production levy normally applicable to bauxite mined in Jamaica has been waived for SABL through December 2007. If the levy is subsequently assessed on bauxite produced by SABL, the Establishment Agreement provides that certain payments to the GOJ will be reduced and SABL and GOJ will negotiate amendments to SABL’s fiscal regime in order to mitigate the effects of the levy.

Mining Rights. Under the terms of the GOJ concession, SABL mines the land covered by the concession and the GOJ retains surface rights and ownership of the land. The GOJ granted the concession and entered into other agreements with SABL for the purpose of ensuring the Gramercy plant will have sufficient reserves to meet its annual alumina requirements and existing or contemplated future obligations under third party contracts. Under the concession, SABL is entitled to mine 4.5 million dry metric tons, or DMT, of bauxite on specified lands annually through September 30, 2030. The GOJ is required to provide additional land if the land covered by the concession does not contain sufficient levels of commercially exploitable bauxite. SABL is responsible for reclamation of the land that it mines. In addition, SABL assumed reclamation obligations related to prior operations of approximately $9 million.

During the years ended December 31, 2001, 2002 and 2003, the bauxite assets produced 3.6 million, 4.1 million and 3.8 million DMTs of bauxite, respectively. Production for the year ended December 31, 2004 is

expected to decrease slightly from 2003 levels due to the temporary curtailment of production following a failure of the bauxite loading facility in October 2004. Provided that existing customers continue to purchase bauxite at previous levels, SABL is expected to produce approximately 4.5 million DMT in 2005 and to fully utilize its annual bauxite entitlement for the foreseeable future.

Labor. Kaiser employed approximately 589 employees for the Jamaican mining operations all of whom were retained by SABL. The work force is comprised of approximately 139 unionized and non-unionized salaried employees, 333 unionized hourly employees and 117 rotating temporary workers. The joint venture assumed all of Kaiser’s pension and benefit obligations for these employees. SABL is currently negotiating with local unions to enter into new labor contracts that are expected to contain substantially similar terms as recently expired labor contracts.

Prior to the acquisition, Kaiser conducted the Jamaican bauxite mining operations as a non-autonomous part of its business. Kaiser funded those operations and provided all non-operating level as well as certain operating level business functions, including: procurement; shipping; engineering; sales and marketing; human resources; treasury; environmental programs; insurance; information technology and business systems; and legal. Following the acquisition, we and Noranda will establish these functions at SABL or provide these functions directly. SABL did not hire any off-site Kaiser executive personnel.

Environmental. Based on current information, we do not believe SABL faces any environmental liabilities of a material nature in connection with the acquisition of the bauxite assets.

Bauxite Sales. Prior to the acquisition, Kaiser used approximately 60% of the bauxite produced by the bauxite mining assets to supply the alumina requirements at the Gramercy plant. The remaining 40% was sold to a third party alumina refinery in Texas. Following the acquisition, SABL will continue to supply the Gramercy plant’s alumina requirements under a long-term fixed price contract. SABL is currently negotiating a renewal of the third party agreement for the sale of the remaining bauxite production. We do not anticipate that profits or losses from third party sales of bauxite will be material.

Supply Contracts. SABL has various short-term agreements with third parties for the supply of fuel oil, diesel fuel, container leasing and other locally provided services.

Post-Acquisition Operation of the Gramercy assets

Alumina is the principal raw material used in the production of primary aluminum. We acquired the Gramercy assets in order to ensure a stable supply of alumina to our primary aluminum production facilities at acceptable costs and to avoid the risk of significant cost increases if we were required to replace this source of supply in the current high priced and volatile spot alumina market.

Prior to the acquisition, the Gramercy assets were operated by Kaiser as a non-autonomous part of Kaiser’s business. The dominant portion of the revenues from these operations was derived from alumina sales to us and to Noranda. Following the acquisition, we will use the Gramercy assets as a source of alumina for our Hawesville facility. The third party CGA and bauxite sales are incidental and, standing alone, are not significant and will be maintained only to optimize fixed costs. Further, Century and Noranda have assumed certain essential management and business functions previously provided by Kaiser. Accordingly, there is a lack of continuity between pre- and post-acquisition revenue-producing activity and the manner in which essential management and business functions are handled. In addition, Kaiser did not maintain separate financial statements for the operations that comprise the Gramercy assets. Based on the foregoing, we believe that disclosure of historical financial information relating to the Gramercy assets would not be material to an understanding of our future operations.

[Pages 28 through 29 have been intentionally omitted.]

UNAUDITED PRO FORMA CONSOLIDATED FINANCIAL DATA

The following tables present our unaudited pro forma consolidated statements of operations for the year ended December 31, 2003 and the nine months ended September 30, 2004. The unaudited pro forma consolidated financial data for the year ended December 31, 2003 has been derived from the following, which are included elsewhere in this prospectus: (1) our audited consolidated financial statements and accompanying notes; and (2) the separate audited financial statements and accompanying notes of Nordural for the year ended December 31, 2003. The unaudited pro forma consolidated financial data for the nine months ended September 30, 2004 has been derived from: (1) our unaudited consolidated financial statements and accompanying notes, which are included elsewhere in this prospectus; and (2) the unaudited financial statements of Nordural for the period from January 1, 2004 to April 27, 2004, the date on which we acquired Nordural, which are not included in this prospectus. The unaudited pro forma consolidated financial data has been prepared for illustrative purposes only and does not purport to represent what our results of operations would actually have been had the transactions described below in fact occurred as of the dates specified. In addition, the unaudited pro forma consolidated financial data does not purport to project our results of operations for any future period. Among other things, the unaudited pro forma consolidated financial data does not reflect the effects of our acquisition of the remaining 20% interest in the Hawesville primary aluminum reduction facility prior to the closing of that acquisition in April 2003.

The unaudited pro forma consolidated statements of operations for the year ended December 31, 2003 and the nine months ended September 30, 2004 give pro forma effect to the following events as if they were consummated on January 1, 2003:

	•		our acquisition of all of the outstanding equity shares of Nordural;

	•		our issuance and sale of approximately $220.5 million in common stock in a registered public offering;

	•		our payment of the remaining $12.0 million of principal under an outstanding promissory note payable to Glencore;

	•		our payment of $3.3 million of dividends on our convertible preferred stock;

	•		the 2004 refinancing; and

	•		other adjustments that management believes are directly related to the Nordural acquisition.

The unaudited pro forma consolidated financial data does not give effect to Nordural’s planned new term loan facility or the refinancing of debt under Nordural’s existing term loan facility.

The Nordural acquisition has been accounted for using the purchase method of accounting. Under the purchase method of accounting, the cash payment of the estimated aggregate purchase price for Nordural (including transaction fees and expenses) has been allocated to the tangible assets, identifiable intangible assets and liabilities of Nordural, based upon their respective fair values. The allocation of the purchase price, useful lives assigned to assets and other adjustments made to the unaudited pro forma consolidated financial data are based upon available information and certain preliminary assumptions that we believe are reasonable under the circumstances. We have not yet completed the fair market value allocation to the specific assets and liabilities of Nordural. Consequently, the final amounts allocated and the related useful lives could differ from those reflected in the unaudited pro forma consolidated financial data and the effects could be material.

The unaudited pro forma consolidated financial data should be read in conjunction with (1) our audited and unaudited consolidated financial statements and accompanying notes and “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” which are included elsewhere in this prospectus; and (2) the separate audited financial statements and accompanying notes of Nordural, which are included elsewhere in this prospectus.

UNAUDITED PRO FORMA CONSOLIDATED STATEMENT OF OPERATIONS
Year Ended December 31, 2003


							U.S. GAAP			U.S. GAAP			Pro Forma			Pro Forma
	Century			Nordural			Adjustments			Nordural			Adjustments			Consolidated
							(Dollars in thousands, except per share data)
Net Sales:
Third-party customers	$	660,593		$	100,939		$	—		$	100,939		$	—		$	761,532
Related parties		121,886			—			—			—			—			121,886

		782,479			100,939			—			100,939			—			883,418
Cost of goods sold		734,441			82,003			231			82,234			(5,001	)(1)		808,510
														(3,164	)(2)

Gross profit		48,038			18,936			(231	)		18,705			8,165			74,908
Selling, general and administrative expenses		20,833			558			—			558			—			21,391

Operating income		27,205			18,378			(231	)		18,147			8,165			53,517
Interest expense — third party		(41,269	)		(5,401	)		—			(5,401	)		15,820	(3)		(30,850	)
Interest expense — related party		(2,579	)		—			—			—			900	(4)		(1,679	)
Interest income		339			—			—			—			—			339
Net gain (loss) on forward contracts		25,691			—			—			—			—			25,691
Investment income					3,063			—			3,063			—			3,063
Loss on early extinguishment of debt		—			—			—			—			(47,448	)(5)		(47,448	)
Other income (expense) — net		(688	)		—			—			—			—			(688	)

Income (loss) before income taxes and minority interest		8,699			16,040			(231	)		15,809			(22,563	)		1,945
Income tax benefit (expense)		(2,841	)		(2,887	)		41			(2,846	)		7,897	(6)		(477	)
														(2,687	)(7)

Income (loss) before minority interest and cumulative effect of change in accounting principle		5,858			13,153			(190	)		12,963			(17,353	)		1,468
Minority interest		986			—			—			—			—			986

Income (loss) before cumulative effect of change in accounting principle		6,844			13,153			(190	)		12,963			(17,353	)		2,454
Cumulative effect of change in accounting principle, net of tax benefit of $3,430		(5,878	)		—			—			—			—			(5,878	)

Net income (loss)		966			13,153			(190	)		12,963			(17,353	)		(3,424	)
Preferred dividends		(2,000	)		—			—			—			—			(2,000	)

Net income (loss) applicable to common shareholders	$	(1,034	)	$	13,153		$	(190	)	$	12,963		$	(17,353	)	$	(5,424	)

Earnings (Loss) Per Common Share:
Basic:
Income (loss) before cumulative effect of change in accounting principle	$	0.23														$	0.02
Cumulative effect of change in accounting principle		(0.28	)														(0.20	)

Net income (loss)	$	(0.05	)													$	(0.18	)

Diluted:
Income (loss) before cumulative effect of change in accounting principle	$	0.23														$	0.02
Cumulative effect of change in accounting principle		(0.28	)														(0.20	)

Net income (loss)	$	(0.05	)													$	(0.18	)

Weighted Average Common Shares Outstanding (in thousands):
Basic		21,073												9,000	(8)		30,073

Diluted		21,099												9,000	(8)		30,099

See accompanying notes to the unaudited pro forma consolidated statement of operations.

NOTES TO THE UNAUDITED PRO FORMA
CONSOLIDATED STATEMENT OF OPERATIONS
Year Ended December 31, 2003

1. Reflects an adjustment to depreciation expense based on the purchase accounting fair market valuation of Nordural’s property, plant and equipment using an estimated average useful life of 35 years.

2. Reflects an adjustment to eliminate Nordural’s historical amortization expense related to deferred financing and carbon anode contract costs.

3. Reflects a net adjustment to reduce interest expense for the repayment of $315,055 of 11.75% Senior Secured First Mortgage Notes offset by the private placement of $250,000 of 7.5% Senior Unsecured Notes and $175,000 of 1.75% Senior Convertible Notes.

4. Reflects an adjustment to reduce interest expense for the repayment of a portion of the outstanding principal under the Glencore note.

5. Reflects an adjustment to record loss on early extinguishment of debt as of January 1, 2003 in connection with the refinancing of debt described in footnote 3 above.

6. Reflects an adjustment to record income tax expense for the effects of the pro forma adjustments using an effective tax rate of 35%.

7. Reflects an adjustment to record the incremental increase in income tax expense for the historical results of Nordural using an effective tax rate of 35% as opposed to the historical rate of 18%.

8. Records the additional shares outstanding from our issuance and sale of common stock at an offering price of $24.50 per share.

UNAUDITED PRO FORMA CONSOLIDATED STATEMENT OF OPERATIONS
Nine Months Ended September 30, 2004


				U.S. GAAP			Pro Forma			Pro Forma
	Century			Nordural(1)			Adjustments			Consolidated
	(Dollars in thousands, except per share data)
Net Sales:
Third-party customers	$	649,278		$	38,375		$	—		$	687,653
Related parties		120,866			—			—			120,866

		770,144			38,375			—			808,519
Cost of goods sold		644,535			28,555			(1,626	)(2)		670,919
								(545	)(3)

Gross profit		125,609			9,820			2,171			137,600
Selling, general and administrative expenses		16,966			—			—			16,966

Operating income		108,643			9,820			2,171			120,634
Interest expense – third party		(32,496	)		(1,735	)		10,643	(4)		(23,588	)
Interest expense – related party		(380	)		—			380	(5)		—
Interest income		848			28			—			876
Net loss on forward contracts		(17,146	)		—			—			(17,146	)
Loss on early extinguishment of debt		(47,448	)		—			47,448	(6)		—
Other income (expense) – net		(609	)		(1,978	)		1,941	(7)		(646	)

Income before income taxes and minority interest		11,412			6,135			62,583			80,130
Income tax expense		(4,373	)		(1,104	)		(21,904	)(8)		(28,424	)
								(1,043	)(9)

Net income		7,039			5,031			39,636			51,706
Preferred dividends		(769	)		—			—			(769	)

Net income applicable to common shareholders	$	6,270		$	5,031		$	39,636		$	50,937

Earnings Per Common Share:
Basic:
Net income	$	0.23								$	1.65
Diluted:
Net income	$	0.23								$	1.64
Weighted Average Common Shares Outstanding (in thousands):
Basic		27,542						3,416	(10)		30,958
Diluted		27,659						3,416	(10)		31,075

See accompanying notes to the unaudited pro forma consolidated statement of operations.

NOTES TO THE UNAUDITED PRO FORMA
CONSOLIDATED STATEMENT OF OPERATIONS
Nine Months Ended September 30, 2004

1. Reflects the period from January 1, 2004 to April 27, 2004, the date on which we acquired Nordural.

2. Reflects an adjustment to depreciation expense based on the purchase accounting fair market valuation of Nordural’s property, plant and equipment using an estimated average useful life of 35 years.

3. Reflects an adjustment to eliminate Nordural’s historical amortization expense related to deferred financing and carbon anode contract costs.

4. Reflects a net adjustment to reduce interest expense for the repayment of $315,055 of 11.75% Senior Secured First Mortgage Notes offset by the private placement of $250,000 of 7.5% Senior Unsecured Notes and $175,000 of 1.75% Senior Convertible Notes.

5. Reflects an adjustment to reduce interest expense for the repayment of a portion of the outstanding principal under the Glencore note.

6. Reflects an adjustment to record loss on early extinguishment of debt as of January 1, 2003 in connection with the refinancing of debt described in footnote 4 above.

7. Reflects an adjustment to reduce other expense for the CVC deal bonus and CVC legal costs paid by Nordural and reflected in Nordural income statement.

8. Reflects an adjustment to record income tax expense for the effects of the pro forma adjustments using an effective tax rate of 35%.

9. Reflects an adjustment to record the incremental increase in income tax expense for the historical results of Nordural using an effective tax rate of 35% as opposed to the historical rate of 18%.

10. Records the additional weighted average shares outstanding from our issuance and sale of common stock at an offering price of $ 24.50 per share.

SELECTED HISTORICAL AND PRO FORMA CONSOLIDATED FINANCIAL DATA

The following table presents our selected historical and pro forma consolidated financial and other data for the periods indicated. The selected consolidated historical balance sheet data as of December 31, 2003 and December 31, 2002 and the selected consolidated statement of operations data for each of the years in the three-year period ended December 31, 2003 are derived from our consolidated financial statements audited by Deloitte & Touche LLP and included elsewhere in this prospectus. The selected consolidated historical balance sheet data as of December 31, 2001 and the selected consolidated historical balance sheet and income statement data for and as of each of the two years ended December 31, 2000 are derived from our consolidated financial statements audited by Deloitte & Touche LLP which are not included herein. The selected consolidated historical balance sheet data as of September 30, 2004 and selected consolidated statement of operations data for the nine months ended September 30, 2003 and 2004 is derived from our unaudited consolidated financial data included elsewhere in this prospectus. The selected consolidated historical balance sheet data as of September 30, 2003 is derived from our unaudited consolidated financial data which is not included herein. Our selected historical results of operations include:

	•	our rolling and fabrication businesses until their sale in September 1999;

	•	our additional 23% interest in the Mt. Holly facility since we acquired it in April 2000;

	•	our 80% interest in the Hawesville facility since we acquired it on April 1, 2001;

	•	the remaining 20% interest in the Hawesville facility since we acquired it on April 1, 2003; and

	•	the Nordural facility since we acquired it on April 27, 2004.

These historical results do not include our 50% interest in the Gramercy assets. These results may not be indicative of our future performance.

The selected pro forma consolidated financial data is derived from the historical audited financial statements for each of Century Aluminum and Nordural for the year ended December 31, 2003 and the historical unaudited financial statements of Century Aluminum for the nine months ended September 30, 2004, each of which is included elsewhere in this prospectus, and the unaudited historical financial statements of Nordural for the period from January 1, 2004 to April 27, 2004, the date on which we acquired Nordural, which are not included in this prospectus. The pro forma consolidated financial data gives pro forma effect to the issuance and sale of $220.5 million in common stock and the use of proceeds from that offering to fund the Nordural acquisition, our payment of $12.0 million of principal outstanding under the promissory note payable to Glencore, our payment of $3.3 million of dividends on our convertible preferred stock, the 2004 refinancing, and other adjustments that management believes are directly related to the Nordural acquisition. The unaudited pro forma financial data does not give effect to Nordural’s planned new term loan facility or the refinancing of debt under Nordural’s existing term loan facility.

The pro forma consolidated financial data has been prepared for illustrative purposes only and does not purport to represent what our results of operations or financial condition would actually have been had the transactions described in “Unaudited Pro Forma Consolidated Financial Data” in fact occurred as of the dates specified. The information provided below should be read in conjunction with the following, each of which is included elsewhere in this prospectus: (1) our audited and unaudited consolidated financial statements and accompanying notes, (2) “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” and (3) the separate audited financial statements and accompanying notes of Nordural.


	Year Ended December 31,															Pro Forma Year Ended December 31,			Nine Months Ended September 30,						Pro Forma Nine Months Ended September 30,
	1999(1)(2)			2000(3)			2001(4)			2002			2003(5)			2003(5)			2003(5)			2004(6)			2004(6)
										(Dollars in thousands, except per share and operating data)						(Dollars in thousands, except per share and operating data)
Consolidated Statement of Operations Data:
Net sales – third party customers	$	497,475		$	299,277		$	543,453		$	603,744		$	660,593		$	761,532		$	487,287		$	649,278		$	687,653
Net sales – related parties		68,801			129,320			111,469			107,594			121,886			121,886			89,377			120,866			120,866

Total net sales		566,276			428,597			654,922			711,338			782,479			883,418			576,664			770,144			808,519
Cost of goods sold(7)		572,921			396,139			634,214			691,277			734,441			808,510			551,142			644,535			670,919

Gross profit (loss)		(6,645	)		32,458			20,708			20,061			48,038			74,908			25,522			125,609			137,600
Selling, general and administrative expenses		18,884			13,931			18,598			15,783			20,833			21,391			12,150			16,966			16,966

Operating income (loss)		(25,529	)		18,527			2,110			4,278			27,205			53,517			13,372			108,643			120,634
Gain on sale of fabricating businesses		41,130			5,156			—			—			—			—			—			—			—
Interest expense – third party		(5,205	)		(408	)		(31,565	)		(40,813	)		(41,269	)		(30,850	)		(30,894	)		(32,496	)		(23,588	)
Interest expense – related parties		—			—			—			—			(2,579	)		(1,679	)		(2,000	)		(380	)		—
Interest income		1,670			2,675			891			392			339			339			278			848			876
Net gain (loss) on forward contracts(8)		(5,368	)		4,195			(203	)		—			25,691			25,691			38,423			(17,146	)		(17,146	)
Investment income		—			—			—			—			—			3,063			—			—			—
Loss on early extinguishment of debt		—			—			—			—						(47,448	)		—			(47,448	)		—
Other income (expense)		(2,917	)		6,461			2,592			(1,843	)		(688	)		(688	)		(510	)		(609	)		(646	)

Income (loss) before income taxes and minority interest and cumulative effect of change in accounting principle		3,781			36,606			(26,175	)		(37,986	)		8,699			1,945			18,669			11,412			80,130
Income tax benefit (expense)		138			(11,301	)		8,534			14,126			(2,841	)		(477	)		(6,556	)		(4,373	)		(28,424	)

Income (loss) before minority interest and cumulative effect of change in accounting principle		3,919			25,305			(17,641	)		(23,860	)		5,858			1,468			12,113			7,039			51,706
Minority interest		—			—			3,939			5,252			986			986			986			—			—

Income (loss) before cumulative effect of change in accounting principle		3,919			25,305			(13,702	)		(18,608	)		6,844			2,454			13,099			7,039			51,706
Cumulative effect of change in accounting principle, net of tax benefit of $3,430(9)		—			—			—			—			(5,878	)		(5,878	)		(5,878	)		—			—

Net income (loss)		3,919			25,305			(13,702	)		(18,608	)		966			(3,424	)		7,221			7,039			51,706
Preferred dividends		—			—			(1,500	)		(2,000	)		(2,000	)		(2,000	)		(1,500	)		(769	)		(769	)

Net income (loss) applicable to common shareholders	$	3,919		$	25,305		$	(15,202	)	$	(20,608	)	$	(1,034	)	$	(5,424	)	$	5,721		$	6,270		$	50,937


	Year Ended December 31,
																Pro Forma Year Ended December 31,			Nine Months Ended September 30,						Pro Forma Nine Months Ended September 30,
	1999(1)(2)			2000(3)			2001(4)			2002			2003(5)			2003(5)			2003(5)			2004(6)			2004(6)
	(Dollars in thousands, except per share and operating data)
Earnings (Loss) Per Common Share (10):
Basic:
Income (loss) before cumulative effect of change in accounting principle	$	0.19		$	1.25		$	(0.74	)	$	(1.00	)	$	0.23		$	0.02		$	0.55		$	0.23		$	1.65
Cumulative effect of change in accounting principle		—			—			—			—			(0.28	)		(0.20	)		(0.28	)		—			—

Net income (loss)	$	0.19		$	1.25		$	(0.74	)	$	(1.00	)	$	(0.05	)	$	(0.18	)	$	0.27		$	0.23		$	1.65

Diluted:
Income (loss) before cumulative effect of change in accounting principle	$	0.19		$	1.24		$	(0.74	)	$	(1.00	)	$	0.23		$	0.02		$	0.55		$	0.23		$	1.64
Cumulative effect of change in accounting principle		—			—			—			—			(0.28	)		(0.20	)		(0.28	)		—			—

Net income (loss)	$	0.19		$	1.24		$	(0.74	)	$	(1.00	)	$	(0.05	)	$	(0.18	)	$	0.27		$	0.23		$	1.64

Weighted Average Common Shares Outstanding (in thousands):
Basic		20,202			20,308			20,473			20,555			21,073			30,073			21,070			27,542			30,958
Diluted		20,357			20,478			20,473			20,555			21,099			30,099			21,074			27,659			31,075
Dividends Per Common Share	$	0.20		$	0.20		$	0.20		$	0.15		$	0.00		$	0.00		$	0.00		$	0.00		$	0.00
Consolidated Balance Sheet Data (at period end):
Cash and cash equivalents	$	85,187		$	32,962		$	13,388		$	45,092		$	28,204					$	50,603		$	76,474
Working capital (deficit)		124,391			76,701			62,312			94,618			78,534						90,045			(66,536	)
Intangible assets – net		—			—			146,002			119,744			99,136						103,720			89,891
Total assets		310,802			333,770			776,706			765,167			810,326						835,734			1,274,398
Long-term debt		—			—			321,446			321,852			336,310						362,191			343,244
Total debt		—			—			329,261			329,667			344,125						370,006			526,059
Total shareholders’ equity		179,728			202,639			217,185			192,132			187,697						191,036			386,157
Other Data:
Capital expenditures	$	22,983		$	17,631		$	14,456		$	18,427		$	18,858					$	12,389		$	26,314
Net cash (used in) provided by operating activities		(44,190	)		58,103			38,623			54,486			87,379						78,042			71,864
Net cash (used in) provided by investing activities		222,886			(106,158	)		(382,245	)		(18,196	)		(78,695	)					(72,226	)		(211,183	)
Net cash (used in) provided by financing activities		(93,521	)		(4,170	)		324,048			(4,586	)		(25,572	)					(305	)		187,589
Operating Data:
Shipments (millions of pounds):
Primary		486			582			918			1,049			1,127			1,127			840			885			885
Tolling		—			—			—			—			—			199			—			87			153
Average Century Aluminum realized price ($/lb):
Primary	$	0.65		$	0.74		$	0.71		$	0.68		$	0.69		$	0.69		$	0.69		$	0.81		$	0.81
Tolling		—			—			—			—			—			0.51		$	—		$	0.61		$	0.60
Average LME price ($/lb)	$	0.62		$	0.70		$	0.66		$	0.61		$	0.65		$	0.65		$	0.64		$	0.76		$	0.76

(1)		On September 21, 1999, we sold our rolling and fabrication businesses to Pechiney for $234.3 million and recorded pre-tax gains of $41.1 million in 1999 and $5.2 million in 2000. Accordingly, the results of operations following that date do not include results from the rolling and fabrication businesses. Similarly, balance sheet data as of and following December 31, 1999 does not include the assets and liabilities related to the rolling and fabrication businesses.

(2)		In April 2002, the Financial Accounting Standards Board, or FASB, issued SFAS No. 145, “Rescission of FASB Statements No. 4, 44, and 64, Amendment of FASB Statement No. 13, and Technical Corrections.” The provisions of the statement require that any gain or loss on extinguishment of debt that was classified as an extraordinary item in prior periods presented that does not meet certain criteria shall be reclassified. In 1999, we had previously recorded an extraordinary loss of $1,362 for the write-off of deferred bank fees, net of income tax benefit of $766. This item was reclassified to other income (expense) for the year.

(3)		On April 1, 2000, we purchased an additional 23% interest in the Mt. Holly facility from Xstrata Aluminum Corporation, an affiliate of Glencore, increasing our ownership interest to 49.7%. Accordingly, the results of operations following that date reflect the increased production which resulted from that purchase. Similarly, balance sheet data as of and following December 31, 2000 includes the assets and liabilities related to the additional 23% interest in the Mt. Holly facility.

(4)		Effective April 1, 2001, we purchased the Hawesville facility from Southwire. Simultaneously, we sold a 20% interest in the Hawesville facility to Glencore. Accordingly, the results of operations following that date reflect the increased production which resulted from our 80% interest. Similarly, balance sheet data as of and following December 31, 2001 includes assets and liabilities related to our 80% interest in the Hawesville facility.

(5)		On April 1, 2003, we acquired the remaining 20% interest in the Hawesville facility. Accordingly, the results of operations following that date reflect the increased production which resulted from our additional 20% interest in the Hawesville facility. Similarly, balance sheet data as of December 31, 2003 includes assets and liabilities related to our additional 20% interest in the Hawesville facility.

(6)		On April 27, 2004, we completed the acquisition of all of the outstanding equity shares of Nordural, an Icelandic company that owns and operates the Nordural facility. Accordingly, the results of operations following that date reflect the increased production which resulted from our ownership of Nordural. Similarly, balance sheet data as of September 30, 2004 includes assets and liabilities related to our ownership of Nordural.

(7)		Cost of goods sold includes net lower of cost or market inventory adjustment charges of $1,389, $1631 and $5,166 for the years 1999, 2000 and 2001, respectively, and credits of $247 and $7,522 for the years 2002 and 2003, respectively.

(8)		On January 1, 2001, we adopted Statement of Financial Accounting Standards, or SFAS No. 133, “Accounting for Derivative Instruments and Hedging Activities” and related amendments. As a result, to the extent that our derivatives are designated as effective cash flow hedges, unrealized gains (losses) are reported as accumulated other comprehensive income, rather than reported in the statement of operations as was done in 2000 and 1999. Beginning in 2001, realized gains (losses) resulting from effective cash flow hedges are reported as adjustments to net sales and cost of goods sold.

(9)		With the adoption of SFAS No. 143, “Accounting for Asset Retirement Obligations” on January 1, 2003, we recorded an asset retirement obligation of $6,848, net of accumulated amortization of $7,372 and a deferred tax asset of $3,430 and an asset retirement obligation liability of $14,220. The net amount initially recognized as a result of applying this statement is reported as a cumulative effect of a change in accounting principle. We recorded a one-time, non-cash charge of $5,878, for the cumulative effect of a change in accounting principle. See Note 14 to our audited consolidated financial statements included elsewhere in this prospectus.

(10)		Pro forma share data does not give effect to the conversion of our convertible preferred stock to common stock, which Glencore converted on May 19, 2004. As further adjusted for such conversion, pro forma earnings per share for 2003 would be $(0.17) on a basic and diluted basis. Pro forma earnings per share for the nine months ended September 30, 2004 would be $1.61 and $1.60 on a basic and diluted basis, respectively, giving pro forma effect to the conversion for the period from January 1, 2004 until May 19, 2004, the date the convertible preferred stock was converted.

MANAGEMENT’S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion reflects our historical results of operations, which do not include results from: (1) our 80% interest in the Hawesville facility until we acquired it in April 2001, (2) the remaining 20% interest in the Hawesville facility until we acquired it in April 2003, and (3) our ownership of Nordural until we acquired it in late April 2004. Accordingly, the results for fiscal years 2001 and 2002 are not fully comparable to the results of operations for fiscal year 2003 and the results for the first nine months of 2003 are not fully comparable to the results of operations for the first nine months of 2004. Historical results are not indicative of our current business. You should read the following discussion in conjunction with our audited consolidated financial statements and unaudited consolidated financial statements included elsewhere in this prospectus.

Overview

We produce primary aluminum. The aluminum industry is cyclical and the price of primary aluminum (which trades as a commodity) is determined by global supply and demand. The key determinants of our results of operations and cash flow from operations are as follows:

	•		Our selling price is based on the LME price of primary aluminum, increased for most U.S. sales by a U.S. Midwest delivery premium, and fixed price sales contracts.

	•		Our plants operate near capacity, and fluctuations in volume, other than through acquisitions, generally are small.

	•		The principal components of cost of goods sold are alumina, power, and labor, which were in excess of 70% of the 2003 cost of goods sold. Many of these costs are covered by long-term contracts as described below.

Average realized price and cost of goods sold per pound shipped are key performance indicators. Our revenue can vary significantly from period to period due to fluctuations in the LME price of aluminum. Any adverse changes in the conditions that affect the market price of primary aluminum could have a material adverse effect on our results of operations and cash flows. Our revenue is also impacted by our hedging activities. Our working capital is relatively stable. Fluctuations in working capital are influenced by the LME price of primary aluminum and by the timing of cash receipts and disbursements from major customers and suppliers.

Cost of goods sold, excluding alumina, is expected to remain relatively stable because our plants operate near capacity and our major cost drivers are covered by long-term contracts. We expect fluctuations in the cost of alumina because the pricing under the supply contracts for our Ravenswood and Mt. Holly facilities is variable, based on LME prices, and the price under the supply contract for our Hawesville facility is based on the cost of production. Our U.S. power contracts provide for primarily fixed priced power through 2005, subject to adjustments for fuel costs at our Mt. Holly facility. Our power usage is expected to be consistent with prior periods. Our labor costs should be consistent with modest increases for negotiated salary and benefit increases.

Through our ownership of the Ravenswood, Hawesville and Nordural facilities, and our ownership interest in the Mt. Holly facility, we have an annual production capacity of approximately 1.4 billion pounds of primary aluminum.

Recent Developments

The Gramercy Acquisition

the “Gramercy acquisition” refer to all of the transactions related to our joint acquisition of the Gramercy assets with Noranda.

In October 2004, certain bauxite loading equipment used by the bauxite mining partnership at its St. Ann, Jamaica port facility failed, resulting in the interruption of bauxite shipments from the facility. The St. Ann port facility is used to ship bauxite to the Gramercy alumina facility and to other customers. We do not anticipate any interruption in aluminum production at the Hawesville facility as a result of the equipment failure at the St. Ann port facility.

The 2004 Refinancing

On August 26, 2004, we announced our repurchase of approximately $315.1 million in aggregate principal amount of our 11.75% senior secured first mortgage notes due 2008 that were validly tendered pursuant to a tender offer and consent solicitation commenced on July 29, 2004. Under the terms of the tender offer, we paid $1,096.86 for each $1,000 principal amount of first mortgage notes purchased in the tender offer, plus accrued and unpaid interest. Holders who tendered their notes prior to 5:00 p.m., New York City time, on August 6, 2004, received an additional payment of $20.00 per $1,000 of principal amount of first mortgage notes tendered.

The primary purpose of the tender offer and consent solicitation was to refinance $325.0 million of our outstanding first mortgage notes with debt bearing a lower interest rate, thereby reducing our annual interest expense. Approximately $9.9 million in aggregate principal amount of first mortgage notes remain outstanding following the tender offer and are scheduled to mature on April 15, 2008. In connection with the tender offer and consent solicitation, we received consents needed to amend the indenture governing the remaining first mortgage notes to eliminate substantially all restrictive covenants and certain default provisions.

We financed the tender offer and consent solicitation with a portion of the net proceeds from (i) the private placement of $175.0 million aggregate principal amount of our 1.75% convertible senior notes due August 1, 2024, and (ii) the private placement of $250.0 million aggregate principal amount of our 7.5% senior notes due August 15, 2014. We used the remaining proceeds from the sale of our convertible notes and senior notes for general corporate purposes. The consummation of the tender offer and consent solicitation and the related sale of our convertible notes and senior notes are collectively referred to in this prospectus as the “2004 refinancing.”

The Nordural Acquisition and Expansion

On April 27, 2004, we completed the acquisition of all of the outstanding equity shares of Nordural hf. (now known as Nordural ehf.) from Columbia Ventures Corporation. Nordural is an Icelandic company that owns and operates the Nordural facility, a primary aluminum reduction facility located in Grundartangi, Iceland. Built in 1998, the Nordural facility is our most recently constructed and lowest cost facility. It currently has an annual production capacity of approximately 198 million pounds.

In 2004, we have commenced work on an expansion of the Nordural facility which will increase its annual production capacity to approximately 467 million pounds, or more than double its current annual production capacity. As currently planned, the expansion will add up to 269 million pounds to the Nordural facility’s annual production capacity, including 71 million pounds of capacity recently added to the expansion project after we reached an agreement on the long-term supply of electric power for that additional capacity. The expansion is projected to be completed by late 2006 and is expected to cost approximately $454 million, including approximately $106 million for the additional 71 million pounds of capacity. Our ability to proceed with the recently added 71 million pounds of planned expansion capacity will depend on our ability to obtain financing and certain key contracts for that additional capacity. Our new energy agreement also includes power for approximately 18 million pounds of additional capacity, upon satisfaction of certain conditions, including the completion of a power transmission agreement. This would bring total annual production capacity of the plant to 485 million pounds by late 2006. A decision on the additional 18 million pounds of capacity is expected in early 2005. Following completion of the expansion, Nordural will have all the infrastructure and support facilities necessary for further expansion to 573 million pounds of annual production capacity. This expansion would be made at relatively low capital cost. We are in discussions for the supply of electric power to support this further expansion.

We have signed a term sheet for a new term loan facility that will, together with operating cash flow, provide financing for 198 million pounds of the expansion capacity. We are evaluating financing options for the 71 million pounds of capacity recently added to the expansion project. See “Business — Recent Developments — The Nordural Acquisition and Expansion.”

Key Long-Term Primary Aluminum Sales Contracts

We routinely enter into fixed and market priced contracts for the sale of primary aluminum. A summary of our long-term primary aluminum sales contracts is provided below. See “Business — Sales and Distribution” included elsewhere in this prospectus for further discussion of these contracts.


Contract	Customer	Volume	Term	Pricing
Pechiney Metal Agreement	Pechiney	276 to 324 million pounds	Through December 31, 2005(1)	Variable, based on
		per year		U.S. Midwest market

Original Sales Contract	Glencore	110 million pounds per year	Through December 31, 2004	Fixed price

New Sales Contract	Glencore	110 million pounds per year	January 2005 through	Variable, LME-based
			December 31, 2009


Contract	Customer	Volume	Term	Pricing
Glencore Metal Agreement	Glencore	45 million pounds per year	January 2004 through	Variable, based on
			December 31, 2013	U.S. Midwest market

Southwire Metal Agreement	Southwire	240 million pounds per	Through March 31, 2011	Variable, based on
		year (high purity molten		U.S. Midwest market
		aluminum)

		60 million pounds per year	Through December 31, 2008	Variable, based on
		(standard-grade molten		U.S. Midwest market
		aluminum)

Billiton Tolling Agreement(2)	BHP Billiton	198 million pounds (2003)	Through December 31, 2013	Variable, LME-based

Glencore Tolling Agreement	Glencore	198 million pounds	Through July 2016(3)	Variable, LME-based

(1)		The Pechiney Metal Agreement may be extended at our option through 2007 if we are able to extend our Ravenswood power contract through that date.

(2)		Substantially all of Nordural’s sales consist of tolling revenues earned under a long-term Alumina Supply, Toll Conversion and Aluminum Metal Supply Agreement with a subsidiary of BHP Billiton Ltd., which we refer to as the Billiton Tolling Agreement. Under the Billiton Tolling Agreement, which is for virtually all of Nordural’s existing production capacity, Nordural receives an LME-based fee for the conversion of alumina, supplied by BHP Billiton, into primary aluminum. We acquired Nordural in April 2004.

(3)		On August 1, 2004, we entered into a ten-year LME-based alumina tolling agreement with Glencore for 198 million pounds of the expansion capacity at the Nordural facility. The term of the agreement will begin upon completion of the expansion, which is expected to be in late-2006.

Apart from the Pechiney Metal Agreement, Original Sales Contract, New Sales Contract, the Glencore Metal Agreement, and Southwire Metal Agreement, we had forward delivery contracts to sell 351.8 million pounds and 329.0 million pounds of primary aluminum at December 31, 2003 and December 31, 2002, respectively. Of these forward delivery contracts, we had fixed price commitments to sell 70.5 million pounds and 42.9 million pounds of primary aluminum at December 31, 2003 and December 31, 2002, respectively, of which 53.5 million pounds and 0.3 million pounds at December 31, 2003 and December 31, 2002, respectively, were with Glencore. At September 30, 2004, we had forward delivery contracts to sell 194.3 million pounds of primary aluminum. Of these forward delivery contracts, we had fixed price commitments to sell 12.8 million pounds at September 30, 2004, 5.6 million pounds of which were with Glencore.

Key Long-Term Supply Agreements

Alumina Supply Agreements

We are party to long-term supply agreements with Glencore that supply a fixed quantity of alumina to our Ravenswood and Mt. Holly facilities at prices indexed to the price of primary aluminum quoted on the LME. In addition, as part of the Gramercy acquisition, we entered into a long-term supply agreement on November 2, 2004 with Gramercy Alumina LLC that supplies a fixed quantity of alumina to our Hawesville facility at prices based on the alumina production costs at the Gramercy refinery. A summary of these agreements is provided below. Alumina is supplied to our Nordural facility as part of our tolling arrangement with BHP Billiton, and in 2006, with Glencore, and not under stand-alone supply agreements. See “— Key Long-Term Primary Aluminum Sales Contracts.” See “Business — Facilities and Production” included elsewhere in this prospectus for additional discussion of our alumina and tolling agreements.


Facility	Supplier	Term	Pricing
Ravenswood	Glencore	Through December 31, 2006	Variable, LME-based

Mt. Holly	Glencore	Through December 31,	Variable, LME-based
		2006 (54% of
		requirement)

Mt. Holly	Glencore	Through January 31, 2008	Variable, LME-based
		(46% of requirement)

Hawesville	Gramercy Alumina(1)	Through December 31, 2010	Variable, cost-based

(1)

The alumina supply agreement with Gramercy Alumina LLC, which was entered into on November 2, 2004, replaced the alumina supply agreement that was previously in place with Kaiser Aluminum & Chemical Corporation.

Electrical Power Supply Agreements

We use significant amounts of electricity in the aluminum production process. A summary of these power supply agreements is provided below.


Facility	Supplier	Term	Pricing
Ravenswood	Ohio Power Company	Through December 31, 2005	Fixed price

Mt. Holly	Santee Cooper	Through December 31, 2015	Fixed price, with
			fuel cost
			adjustment clause
			through 2010;
			subject to a new
			fixed price
			schedule after 2010

Hawesville	Kenergy	Through December 31, 2010	Fixed price through
			2005, 27% (or 121
			MW) unpriced 2006
			though 2010

Nordural(1)	Landsvirkjun	Through 2019	Variable rate based
			on the LME price
			for primary
			aluminum.

(1)

In connection with the expansion of the Nordural facility, we have entered into a contract with Hitaveita Suðurnesja hf. (Sudurnes Energy) and Orkuveita Reykjavíkur (Reykjaviík Energy) for the supply of the additional power required for 198 million pounds of the expansion capacity at the Nordural facility. We recently reached an agreement with Sudurnes Energy and Reykjavik Energy on the long-term supply of electric power for an additional 71 million pounds in expansion capacity. We may purchase additional electrical power under that contract to support the further expansion of the facility. The rate for the power supplied under both contracts will also be LME-based.

Labor Agreements

Our labor costs at the Ravenswood and Hawesville facilities are subject to the terms of labor contracts which generally have provisions for annual fixed increases in hourly wages and benefits adjustments. The six national labor unions represented at the Nordural facility operate under a labor contract that establishes wages and work rules for covered employees. The employees at the Mt. Holly facility are employed by Alcoa and are not unionized. A summary of key labor agreements is provided below. See “Business — Employees and Labor Relations” included elsewhere in this prospectus for additional discussion about our work force.


Facility	Organization	Term
Ravenswood	USWA	Through May 31, 2006

Hawesville	USWA	Through March 31, 2006

Mt. Holly	Not Unionized	Not Applicable

Nordural	Icelandic Labor Unions	Through December 31, 2004(1)

(1)

The current labor contract at the Nordural facility expires on December 31, 2004. A new contract is expected to be settled early in 2005.

Application of Critical Accounting Policies

Our significant accounting policies are discussed in Note 1 of our audited consolidated financial statements. The preparation of the financial statements requires that our management make subjective estimates, assumptions and judgments in applying these accounting policies. Those judgments are normally based on knowledge and

experience about past and current events and on assumptions about future events. Critical accounting estimates require our management to make assumptions about matters that are highly uncertain at the time of the estimate and a change in these estimates may have a material impact on the presentation of our financial position or results of operations. Significant judgments and estimates made by us include expenses and liabilities related to pensions and other post-employment benefits and forward delivery contracts and financial instruments.

Pension and Other Post-Employment Benefit Liabilities

We sponsor various pension plans and also participate in a union sponsored multi-employer pension plan for the collective bargaining unit employees at the Hawesville facility. The liabilities and annual income or expense of our pension and other post-employment benefit plans are determined using methodologies that involve several actuarial assumptions, the most significant of which are the discount rate and the long-term rate of asset return.

In developing our expected long-term rate of return assumption for pension fund assets, we evaluated input from our actuaries, including their review of asset class return expectations as well as long-term inflation assumptions. Projected returns are based on historical returns of broad equity and bond indices. We also considered our historical 10-year compound returns. We anticipate that, as the economy recovers, our investments will generate long-term rates of return of 9.0%. Our expected long-term rate of return is based on an assumed asset allocation of 65% equity funds and 35% fixed-income funds.

The discount rate that we utilize for determining future pension and post employment obligations is based on a review of long-term bonds that receive one of the two highest ratings given by a recognized rating agency. The discount rate determined on this basis has decreased to 6.25% at December 31, 2003 from 6.5% and 7.25% at December 31, 2002 and 2001, respectively.

Lowering the expected long-term rate of return by 0.5% (from 9.0% to 8.5%) would have increased our pension expense for the year ended December 31, 2003 by approximately $0.2 million. Lowering the discount rate assumptions by 0.5% would have increased our pension expense for the year ended December 31, 2003 by approximately $0.4 million.

We provide post-employment benefit plans that provide health care and life insurance benefits for substantially all retired employees. SFAS No. 106 requires us to accrue the estimated cost of providing postretirement benefits during the working careers of those employees who could become eligible for such benefits when they retire. We fund these benefits as the retirees submit claims.

Measurement of our postretirement benefit obligations requires the use of several assumptions about factors that will affect the amount and timing of future benefit payments. The assumed health care cost trend rates are the most critical assumptions for measurement of the postretirement benefits obligation. Changes in the health care cost trend rates have a significant effect on the amounts reported for the health care benefit obligations.

We assume medical inflation is initially 10%, declining to 5% over six years and thereafter. A one-percentage-point change in the assumed health care cost trend rates would have the following effects in 2003:


	One		One
	Percentage		Percentage
	Point Increase		Point Decrease
	(In thousands)
Effect on total of service and interest cost components	$	2,051	$	(1,706	)
Effect on accumulated postretirement benefit obligation	$	18,126	$	(15,707	)

Forward Delivery Contracts and Financial Instruments

We routinely enter into fixed and market priced contracts (physical and financial) for the sale of primary aluminum and the purchase of raw materials in future periods. We apply the provisions of SFAS No. 133, “Accounting for Derivative Instruments and Hedging Activities, as amended,” in accounting for these types of contracts. Those physical delivery contracts that our management believes are probable of future delivery are classified as normal purchases and normal sales and are not accounted for as derivatives.

The aluminum-based financial and physical delivery contracts that are derivatives, as provided for in current accounting standards, are marked-to-market using the LME spot and forward market for primary aluminum.

Because there is no quoted futures market price for the U.S. Midwest premium component of the market price for primary aluminum, it is necessary for our management to estimate the U.S. Midwest premium. Fluctuations in the LME price of primary aluminum have a significant impact on gains and losses included in our financial statements from period to period. Unrealized gains and losses are either included in Other comprehensive income (loss) or Net gain (loss) on forward contracts, depending on criteria as provided for in the accounting standards.

The forward natural gas purchase contracts are marked-to-market using the NYMEX spot and forward market for natural gas. Fluctuations in the NYMEX price of natural gas can have a significant impact on gains and losses included in our financial statements from period to period. We have designated these forward contracts as cash flow hedges for forecasted natural gas transactions in accordance with the provisions of SFAS No. 133 (as amended). We assess the effectiveness of these cash flow hedges quarterly. The effective portion of the gains and losses are recorded in Other comprehensive income (loss) and subsequently reclassified into earnings when the forecasted transaction affects earnings. The ineffective portion of the gain or loss is reported in earnings immediately.

The principal contracts affected by these standards and the resulting effects on the financial statements are described in our audited consolidated financial statements and related notes thereto included elsewhere in this prospectus.

Nordural does not currently have any material financial instruments to hedge commodity, currency or interest rate risk. Nordural may hedge a certain amount of such risk in the future, including through the purchase of aluminum put options and interest rate swaps that would have the effect of fixing a portion of its floating rate debt.

Results of Operations

The following table sets forth, for the periods indicated, the percentage relationship to net sales of certain items included in our Statements of Operations. The following table includes the results from our 80% interest in the Hawesville facility since its acquisition on April 1, 2001, results from our additional 20% interest in the Hawesville facility since its acquisition in April 2003, and results from our ownership of Nordural since its acquisition on April 27, 2004.


	Year Ended									Nine Months
	December 31,									Ended September 30,
	2001			2002			2003			2003			2004
Net sales		100.0	%		100.0	%		100.0	%		100.0	%		100.0	%
Cost of goods sold		(96.8	)		(97.2	)		(93.9	)		(95.6	)		(83.7	)

Gross profit		3.2			2.8			6.1			4.4			16.3
Selling, general and administrative expenses		(2.9	)		(2.2	)		(2.6	)		(2.1	)		(2.2	)

Operating income		0.3			0.6			3.5			2.3			14.1
Interest expense		(4.8	)		(5.7	)		(5.6	)		(5.7	)		(4.3	)
Interest income		0.1			0.1			0.1			0.0			0.1
Other income (expense)		0.4			(0.3	)		(0.1	)		(0.1	)		—
Loss on early extinguishment of debt		—			—			—			—			(6.2	)
Net gain (loss) on forward contracts		—			—			3.3			6.7			(2.2	)

Income (loss) before income taxes, minority interest and cumulative effect of change in accounting principle		(4.0	)		(5.3	)		1.2			3.2			1.5
Income tax benefit (expense)		1.3			2.0			(0.4	)		(1.1	)		(0.6	)

Income (loss) before minority interest and cumulative effect of accounting change		(2.7	)		(3.3	)		0.8			2.1			0.9
Minority interest		0.6			0.7			0.1			0.2			—

Income (loss) before cumulative effect of change in accounting principle		(2.1	)		(2.6	)		0.9			2.3			0.9
Cumulative effect of change in accounting principle		—			—			(0.8	)		(1.0	)		—

Net income (loss)		(2.1	)%		(2.6	)%		0.1	%		1.3	%		0.9	%

The following table sets forth, for the periods indicated, the pounds and the average sales price per pound shipped:


	Primary Aluminum
	Direct Shipments				Tolling Shipments(1)
	Pounds		$/Pound		Pounds		$/Pound
			(Pounds in thousands)
2001
First Quarter		149,274	$	0.74		—		—
Second Quarter(2)		255,145		0.74		—		—
Third Quarter		259,408		0.71		—		—
Fourth Quarter		254,616		0.68		—		—

Total		918,443	$	0.71		—		—
2002
First Quarter		263,019	$	0.68		—		—
Second Quarter		262,470		0.69		—		—
Third Quarter		262,262		0.67		—		—
Fourth Quarter		261,544		0.67		—		—

Total		1,049,295	$	0.68		—		—
2003
First Quarter		257,040	$	0.70		—		—
Second Quarter(3)		290,023		0.68		—		—
Third Quarter		292,567		0.69		—		—
Fourth Quarter		286,912		0.72		—		—

Total		1,126,542	$	0.69		—		—
2004
First Quarter		296,743	$	0.78		—		—
Second Quarter		294,816		0.82		35,600	$	0.60
Third Quarter		292,978		0.83		51,218	$	0.61

Total (through September 30, 2004)		884,537	$	0.81		86,818	$	0.61

(1)		The table includes the results from our ownership of Nordural since its acquisition in April 2004.

(2)		The table includes the results from our 80% interest in the Hawesville facility since its acquisition in April 2001.

(3)		The table includes the results from our additional 20% interest in the Hawesville facility since its acquisition in April 2003.

Nine Months Ended September 30, 2004 Compared to Nine Months Ended September 30, 2003

Net sales. Net sales for the nine months ended September 30, 2004 increased $193.5 million or 34% to $770.1 million. Higher price realizations for primary aluminum in the current period, due to an improved LME price and Midwest premium for primary aluminum, contributed an additional $110.1 million in sales. Shipment volume increased 131.7 million pounds, primarily associated with the Nordural facility acquisition beginning in late April 2004 and the additional 20% interest in the Hawesville facility beginning in April 2003, accounting for the remaining $83.4 million of the increase.

Gross profit. For the nine month period ended September 30, 2004, gross profit improved $100.1 million to $125.6 million. Improved price realizations net of increased alumina costs improved gross profit by $83.9 million with increased shipment volume, primarily a result of the Nordural facility acquisition in April 2004 and the additional 20% interest in the Hawesville facility beginning in April 2003, contributing $23.7 million in additional gross profit. Lower net depreciation and amortization charges of $1.4 million, primarily related to the intangible asset (see Note 5 to our unaudited consolidated financial statements included elsewhere in this prospectus), and increased credits to cost of goods sold for lower-of-cost or market of $0.7 million, were offset by increased power

costs, $4.4 million, raw material quality, $2.5 million and costs associated with the replacement of pot cells and its effect on operational performance, $2.7 million.

Selling, general and administrative expenses. Selling, general and administrative expenses for the nine months ended September 30, 2004 increased $4.8 million from the same period in 2003. The increase was primarily a result of incentive compensation expense accruals and increased fees associated with our indirect refinancing and acquisition activities and Sarbanes Oxley Section 404 compliance work during the current period.

Net gain/loss on forward contracts. For the nine month period ended September 30, 2004, net loss on forward contracts was $17.1 million as compared to a net gain on forward contracts of $38.4 million for the same period in 2003. The loss and gain reported for the nine month periods ended September 30, 2004 and September 30, 2003, respectively, primarily relate to the early termination of a fixed price forward sales contract with Glencore. See “Business — Sales and Distribution — Mt. Holly.”

Loss on early extinguishment of debt. For the nine month period ended September 30, 2004, we recorded a loss on early extinguishment of debt of $47.4 million for the one-time cost of tendering for the $325.0 million in first mortgage notes.

Tax provision. Income tax expense for the nine month period ended September 30, 2004 decreased $2.2 million due to the changes in income before income taxes discussed above.

Year Ended December 31, 2003 Compared to Year Ended December 31, 2002

The following discussion reflects our historical results of operations, which do not include results for our additional 20% interest in the Hawesville facility until it was acquired from Glencore in April 2003.

Net Sales. Net sales for the year ended December 31, 2003 increased $71.1 million or 10.0% to $782.5 million. Increased shipment volume of 77.2 million pounds in 2003, primarily associated with the additional 20% interest in the Hawesville facility beginning in April 2003, accounted for $52.4 million of the increase. Higher price realizations for primary aluminum in 2003 were due to an improved LME price for primary aluminum contributed an additional $18.8 million in sales.

Gross Profit. Gross profit for the year ended December 31, 2003 increased $28.0 million or 139.5% to $48.0 million from $20.1 million for the same period in 2002. Increased shipments, primarily from the additional 20% interest in the Hawesville facility beginning in April 2003, improved gross profit by $5.7 million. The remaining $22.3 million improvement in gross profit was a result of lower depreciation and amortization charges, $5.4 million, primarily due to lower amortization charges related to the intangible asset (see Note 1 to our audited consolidated financial statements included elsewhere in this prospectus), reduced charges to cost of goods sold for lower-of-cost or market inventory adjustments, $7.3 million, and improved price realizations net of increased alumina costs, $10.2 million, other net benefits of $1.0 million, partially offset a charge for the excess cost of spot alumina purchases of $1.6 million due to a production curtailment at a supplier’s production facility.

Selling, General and Administrative Expenses. Selling, general and administrative expenses for the year ended December 31, 2003 increased $5.1 million to $20.8 million. The increase was primarily a result of a $3.1 million charge related to an executive resignation in 2003. The remaining increase of $2.0 million was a result of increased incentive compensation associated with improved 2003 financial and operational results.

Interest Expense. Interest expense during the year ended December 31, 2003 increased $3.0 million or 7.4% to $43.8 million. The change in interest expense was primarily a result of related party interest expense of $2.6 million associated with the promissory note payable to Glencore.

Other Income/Expense. Other expense for the year ended December 31, 2003 declined by $1.2 million primarily due to a write-off in 2002 of $1.7 million in deferred costs associated with a prospective acquisition.

Net Gain on Forward Contracts. Net gain on forward contracts for the year ended December 31, 2003 was $25.7 million with no gain or loss reported for the same period in 2002. The gain recorded in 2003 primarily relates to the early termination of a fixed price forward sales contract with Glencore. See “Business — Sales and Distribution — Mt. Holly” included elsewhere in this prospectus.

Tax Provision/Benefit. Income tax provision increased $17.0 million to $2.8 million from an income tax benefit in 2002. The change in income taxes was a result of a pre-tax gain in 2003 compared to a pre-tax loss in 2002. The

2002 tax benefit was affected by a $1.5 million reduction in estimated income taxes payable relating to the reversal of prior period accruals.

Minority Interest. Minority interest reflects Glencore’s interest in the net operating results of Century Aluminum of Kentucky, LLC, the limited liability company which holds the power contract for the Hawesville facility. The minority interest primarily represented the amortization of the power contract. Minority interest for the year ended December 31, 2003 decreased $4.3 million to $1.0 million. The decrease was a result of eliminating the minority interest in April 2003 through our acquisition of Glencore’s 20% interest in the Hawesville facility.

Cumulative Effect of Change in Accounting Principle. We adopted SFAS No. 143, “Accounting for Asset Retirement Obligations” on January 1, 2003. The cumulative effect of adopting this standard was a one-time, non-cash charge of $5.9 million, net of tax of $3.4 million.

Year Ended December 31, 2002 Compared to Year Ended December 31, 2001

The following discussion reflects our historical results of operations, which do not include results for our 80% interest in the Hawesville facility until it was acquired in April 2001.

Net Sales. Net sales for the year ended December 31, 2002 increased $56.4 million or 8.6% to $711.3 million. Increased shipment volume accounted for $93.3 million of the increase, primarily as a result of a full year of production at the Hawesville facility in 2002 versus a partial year in 2001. Lower price realizations for primary aluminum in 2002 partially offset the volume increase by $36.9 million.

Gross Profit. Gross profit for the year ended December 31, 2002 decreased $0.6 million or 3.1% to $20.1 million from $20.7 million for the same period in 2001. Gross profit remained relatively flat period to period despite an increase in shipments of 130.9 million pounds in 2002, because the additional gross profit from increased shipment volumes in 2002 was offset by (a) declining market prices for primary aluminum which reduced net sales $36.9 million and (b) increased depreciation and amortization charges of $12.2 million, primarily a result of a full year of charges from the Hawesville facility versus nine months in 2001. Gross profit was improved by (a) a reduction of $23.0 million in the cost of alumina purchased under new market based agreements in 2002, (b) reduced charges to cost of goods sold for lower-of-cost or market inventory adjustments, and (c) lower operating costs.

Selling, General and Administrative Expenses. Selling, general and administrative expenses for the year ended December 31, 2002 decreased to $15.8 million from $18.6 million for the year ended December 31, 2001. The decrease was a result of a charge for bad debts of $4.4 million during the year end December 31, 2001, which was partially offset by additional expenses associated with a full year of charges from the Hawesville facility versus nine months in 2001 and increases in insurance and other expenses.

Interest Expense. Interest expense during the year ended December 31, 2002 increased $9.2 million or 29.3%. The change in interest expense was due to the length of the time the 11.75% senior secured first mortgage notes due 2008 were outstanding. The notes were outstanding for all of 2002 versus nine months in 2001.

Other Income/Expense. Other expense for the year ended December 31, 2002 was $1.8 million. This compares to Other Income of $2.6 million for the same period in 2001. The Other expense in 2002 was a result of a write-off of $1.7 million in deferred costs associated with a prospective acquisition. Other income of $2.6 million in 2001 resulted principally from the receipt of $3.4 million in settlement of our business interruption and property damage claim with our insurance carrier associated with an illegal work stoppage at the Ravenswood facility in August 1999. This settlement was partially offset by a loss on disposal of assets of $0.9 million during the year ended December 31, 2001.

Tax Provision/Benefit. Income tax benefit for the year ended December 31, 2002 increased $5.6 million to $14.1 million compared to 2001. The change in income tax benefit was a result of a larger pre-tax loss in 2002 compared to 2001. The change in the 2002 effective tax rate from 2001 was affected by a $1.5 million reduction in 2002 of estimated income taxes payable relating to the reversal of prior period accruals.

Minority Interest. Minority interest reflects Glencore’s interest in the net operating results of Century Aluminum of Kentucky, LLC, the limited liability company which holds the power contract for the Hawesville facility. The minority interest primarily represented Glencore’s share of the amortization of the power contract. Minority interest for the year ended December 31, 2002 increased $1.4 million to $5.3 million from $3.9 million for

the year ended December 31, 2001. The increase was a result of including a full year of amortization of the intangible asset in 2002 versus nine months in 2001.

Liquidity and Capital Resources

Our principal sources of liquidity are cash flow from operations and available borrowings under our revolving credit facility and Nordural’s planned new term loan facility. Our principal uses of cash are operating costs, payments of interest on our outstanding debt, the funding of capital expenditures and investments in related businesses, working capital and other general corporate requirements.

Debt Service

As of September 30, 2004, we had $526.0 million of indebtedness outstanding, including $9.9 million of principal under our first mortgage notes, net of unamortized issuance discount, $175.0 million of principal under our convertible notes, $250.0 million of principal under our senior notes, $7.8 million in industrial revenue bonds which were assumed in connection with the Hawesville acquisition, and $71.4 million of debt outstanding under Nordural’s existing term loan facility.

First Mortgage Notes. Interest payments on our first mortgage notes are payable semiannually in arrears beginning on October 15, 2001. Payment obligations under the notes are unconditionally guaranteed by our domestic restricted subsidiaries and secured by mortgages and security interests in 80% of the real property, plant and equipment comprising the Hawesville facility and 100% of the real property, plant and equipment comprising the Ravenswood facility. The first mortgage notes are due to mature in 2008. In August 2004, we completed a tender offer and consent solicitation for our first mortgage notes. In connection with the consent solicitation, we entered into a supplemental indenture that eliminated substantially all of the restrictive covenants and certain default provisions contained in the first mortgage notes indenture. We purchased approximately $315.1 million in aggregate principal amount of the first mortgage notes validly tendered in the tender offer and not withdrawn. Following the purchase of the first mortgage notes accepted in the tender offer, $9.9 million in aggregate principal amount of the first mortgage notes remain outstanding. See “Recent Developments—The 2004 Refinancing.”

Convertible Notes. Interest payments on our convertible notes are payable semiannually in arrears beginning on February 1, 2005. Our obligations under the notes are guaranteed by each of our substantial existing and future domestic restricted subsidiaries if and for so long as such subsidiary guarantees our senior notes. The convertible notes are due to mature on August 1, 2024. The convertible notes are convertible at any time at an initial conversion rate of 32.7430 shares of common stock per $1,000 principal amount of notes, subject to adjustments for certain events. The initial conversion rate is equivalent to a conversion price of approximately $30.5409 per share of our common stock. Upon conversion of a convertible note, the holder will receive cash up to the aggregate principal amount of the notes to be converted, and, at our election, cash, common stock or a combination thereof in respect of the remainder, if any, of our conversion obligation in excess of the principal amount. The holders may require us to repurchase all or part of their convertible notes for cash on each of August 1, 2011, August 1, 2014 and August 1, 2019. The convertible notes are redeemable at our option beginning on August 6, 2009. The convertible notes are classified as current because they are convertible at any time and are subject to repurchase at various times beginning in 2011.

Senior Notes. Interest payments on our senior notes are payable semiannually in arrears beginning on February 15, 2005. The senior notes are guaranteed by all of our substantial existing and future domestic restricted subsidiaries. The senior notes are due to mature on August 15, 2014. The indenture governing our senior notes contains customary covenants, including limitations on our ability to incur additional indebtedness, pay dividends, sell assets or stock of certain subsidiaries and purchase or redeem capital stock. We have agreed to file and cause to become effective a registration statement to exchange the senior notes for new notes in a transaction registered under the Securities Act. The terms of the exchange notes will be substantially identical to the senior notes, except that the exchange notes will not be subject to transfer restrictions. If the exchange offer is not consummated on or prior to the date that is 210 days after August 26, 2004, the annual interest rate on the senior notes will increase by 0.5% from the 210th day until the exchange offer is consummated.

Revolving Credit Facility. Effective April 1, 2001, we entered into a $100.0 million senior secured revolving credit facility with a syndicate of banks. The revolving credit facility will mature on April 2, 2006. Our obligations

under the revolving credit facility are unconditionally guaranteed by our domestic subsidiaries (other than Century Aluminum of Kentucky, LLC and certain subsidiaries formed in connection with the Nordural and Gramercy acquisitions) and secured by a first priority security interest in all accounts receivable and inventory belonging to us and our subsidiary borrowers. The availability of funds under the revolving credit facility is subject to a $30.0 million reserve and limited by a specified borrowing base consisting of certain eligible accounts receivable and inventory. Borrowings under the revolving credit facility are, at our option, at the LIBOR or the Fleet National Bank base rate plus, in each case, an applicable interest margin. The applicable interest margin ranges from 2.25% to 3.0% over the LIBOR rate and 0.75% to 1.5% over the base rate and is determined by certain financial measurements of us. There were no outstanding borrowings under the revolving credit facility as of September 30, 2004 and December 31, 2003. Interest periods for LIBOR rate borrowings are one, two, three or six months, at our option. We measure our borrowing base at month-end. During the year ended December 31, 2003, we had a low borrowing base of $47.7 million and a high borrowing base of $68.1 million under the revolving credit facility. At September 30, 2004, we had a borrowing base of $76.8 million under the revolving credit facility. We are subject to customary covenants, including limitations on capital expenditures, additional indebtedness, liens, guarantees, mergers and acquisitions, dividends, distributions, capital redemptions and investments.

Glencore Note Payable. In April 2004, we repaid the remaining $14.0 million of outstanding principal on a six-year $40.0 million promissory note payable to Glencore that was issued on April 1, 2003 in connection with our acquisition of the remaining 20% interest in the Hawesville facility. The payment consisted of a $2.0 million required principal payment and an optional $12.0 million prepayment of principal. The Glencore note bore interest at a rate of 10% per annum and was due to mature on April 1, 2009.

Industrial Revenue Bonds. Effective April 1, 2001, as part of the purchase price for the Hawesville acquisition, we assumed industrial revenue bonds, or IRBs, in the aggregate principal amount of $7.8 million which were issued in connection with the financing of certain solid waste disposal facilities constructed at the Hawesville facility. From April 1, 2001 through April 1, 2003, Glencore assumed 20% of the liability related to the IRBs consistent with its ownership interest in the Hawesville facility during that period. The IRBs mature on April 1, 2028, and bear interest at a variable rate not to exceed 12% per annum determined weekly based upon prevailing rates for similar bonds in the industrial revenue bond market. Interest on the IRBs is paid quarterly. At September 30, 2004, the interest rate on the IRBs was 2.00%. The IRBs are classified as current liabilities because they are remarketed weekly and, under the indenture governing the IRBs, repayment upon demand could be required if there is a failed remarketing. The IRBs are secured by a Glencore guaranteed letter of credit. We have agreed to reimburse Glencore for all costs arising from the letter of credit and have secured the reimbursement obligation with a first priority security interest in the 20% interest in the Hawesville facility. Our maximum potential amount of future payments under the reimbursement obligations for the Glencore letter of credit securing the IRBs would be approximately $8.2 million.

Nordural Term Loan Facility. On September 2, 2003, Nordural entered into a $185.0 million senior term loan facility with a syndicate of banks. A substantial portion of the proceeds from the loan was used to refinance indebtedness outstanding under an existing $167.2 million senior facility agreement. In September 2004, $100.0 million of the loan facility was repaid with available cash, resulting in an outstanding balance under the loan facility of $71.4 million at September 30, 2004. Amounts borrowed under Nordural’s loan facility generally bear interest at the applicable LIBOR rate plus an initial margin of 1.45% per year, plus an applicable percentage to cover certain lender compliance costs. Nordural’s obligations under the loan facility are secured by all of Nordural’s shares pursuant to a share pledge agreement with the lenders. In addition, all of Nordural’s assets have been pledged as security under the loan facility. Amounts outstanding under the loan facility are payable semiannually in installments through December 31, 2009. The amount of each installment is based on a scheduled rate that fluctuates between 2.91% and 3.75% of outstanding principal. The agreement provides for mandatory prepayment upon the receipt of proceeds from certain asset sales, events impairing the value of assets and insurance recoveries. If the price of aluminum falls below designated levels for six months prior to a payment date and the debt coverage ratio is less than one to one, the loan facility provides for deferral of principal payments. Principal payments are increased if certain debt coverage ratios are exceeded and/or the price of aluminum exceeds designated levels.

Nordural’s loan facility contains customary covenants, including limitations on additional indebtedness, security interest, investments, asset sales, loans, guarantees, capital expenditures, mergers and acquisitions, amendments to various agreements used in the operation of the Nordural facility, hedging agreements, distributions and share capital redemptions. Nordural is also subject to various financial covenants, including minimum debt service coverage, loan life coverage and net worth covenants. In connection with the ongoing expansion, Nordural has

agreed to terms on a $310.0 million senior term loan facility with Landsbanki Islands hf. and Kaupthing Bank hf., subject to definitive agreement. Amounts borrowed will be used to refinance debt under Nordural’s existing term loan facility and to finance a portion of the costs associated with the ongoing expansion of the Nordural facility.

Convertible Preferred Stock

In connection with the Hawesville acquisition, we issued $25.0 million of our convertible preferred stock to Glencore. We were required to pay dividends on the preferred stock at a rate of 8% per year, which was cumulative (see Note 8 in our audited consolidated financial statements included elsewhere in this prospectus). In accordance with accounting guidance, no liability for cumulative preferred dividends was recorded until the dividends are declared. As of March 31, 2004, we had total unrecorded cumulative preferred dividend arrearages of $3.0 million or $6.00 per share of preferred stock. On May 19, 2004, we used proceeds from our April 2004 equity offering to pay $3.3 million in dividend arrearages on our convertible preferred stock. On the same date, Glencore converted the 500,000 shares of our convertible preferred stock it owned into 1,395,089 shares of our common stock, representing a conversion price of $17.92 per share. The conversion was effected in accordance with the terms of the Certificate of Designation for the preferred stock.

Working Capital

We had working capital of $78.5 million at December 31, 2003 and negative working capital of $66.5 million at September 30, 2004. While the Nordural acquisition increased our working capital, we believe that our working capital will be consistent with past experience and that cash flow from operations and borrowing availability under the revolving credit facility and Nordural’s planned new term loan facility should be sufficient to meet working capital needs. Although our current liabilities were $351.6 million as of September 30, 2004, of which $175.0 million related to the convertible notes, we do not presently believe that the convertible notes will be converted and require repayment in the foreseeable future.

Capital Expenditures

Capital expenditures for 2003 were $18.9 million and were principally related to upgrading production equipment, maintaining facilities and complying with environmental requirements. Capital expenditures for the first nine months of 2004 were $26.3 million, $17.5 million of which was related to the expansion project at the Nordural facility, with the balance principally related to upgrading production equipment, maintaining facilities and complying with environmental requirements. The revolving credit facility limits our ability to make capital expenditures; however, we believe that the amount permitted will be adequate to maintain our properties and business and comply with environmental requirements. We anticipate that capital expenditures will be approximately $20.0 million in 2004, in addition to costs of the Nordural expansion. We anticipate that we will spend approximately $70.0 million on the Nordural expansion in 2004. Through September 30, 2004, we had outstanding capital commitments related to the Nordural expansion of $159.9 million. Our cost commitments for the Nordural expansion may materially change depending on the exchange rate between the U.S. dollar and certain foreign currencies, principally the euro and the Icelandic krona. Approximately 84% of the outstanding commitments for the Nordural expansion are denominated in currencies other than the U.S. dollar, primarily the euro and the krona. As of September 30, 2004, we had no hedges to mitigate our foreign currency exposure. See “Business — Recent Developments — Nordural Acquisition and Expansion.”

Acquisitions, Liquidity and Financing

Our strategic objectives are to grow our aluminum business by pursuing opportunities to acquire primary aluminum reduction facilities which offer favorable investment returns and lower our per unit production costs; diversifying our geographic presence; and pursuing opportunities in bauxite mining and alumina refining. In connection with possible future acquisitions, we may need additional financing, which may be provided in the form of debt or equity. We also will need additional financing for the added 71 million pounds of expansion capacity at the Nordural facility. We cannot be certain that any such financing will be available. We anticipate that operating cash flow, together with borrowings under the revolving credit facility, will be sufficient to meet our future debt service obligations as they become due, as well as working capital and capital expenditures requirements. Our ability to meet our liquidity needs, including any and all of our debt service obligations, will depend upon our future operating performance, which will be affected by general economic, financial, competitive, regulatory, business and other factors, many of which are beyond our control. We will continue from time to time to explore additional financing methods and other means to lower our cost of capital, including stock issuances or debt financing and the application of the proceeds to the repayment of bank debt or other indebtedness.

Historical

Our Statements of Cash Flows for the periods indicated are summarized below:


	Year Ended									Nine Months Ended
	December 31,									September 30,
	2001			2002			2003			2003			2004
	(Dollars in thousands)
Net cash provided by operating activities	$	38,623		$	54,486		$	87,379		$	78,042		$	71,864
Net cash used in investing activities		(382,245	)		(18,196	)		(78,695	)		(72,226	)		(211,183	)
Net cash (used in) provided by financing activities		324,048			(4,586	)		(25,572	)		(305	)		187,589

(Decrease) increase in cash	$	(19,574	)	$	31,704		$	(16,888	)	$	5,511		$	48,270

Net cash from operating activities in 2003 increased $32.9 million to $87.4 million from the 2002 level. The increase in 2003 was primarily the result of the $35.5 million first quarter termination and settlement of the Original Sales Contract as discussed in “Business — Sales and Distribution” included elsewhere in this prospectus. Gross profit associated with increased shipments of 77.2 million pounds, mainly the result of the April 1, 2003 acquisition of the 20% interest in the Hawesville facility, improved cash provided from operating activities by an additional $5.6 million. Reduced tax refunds of $8.1 million and increased cash payments for interest of $2.0 million, primarily associated with the promissory note payable to Glencore, partially offset the favorable change in cash from operating activities discussed above.

Net cash from operating activities of $54.5 million in 2002 was $15.9 million more than in 2001. The increase in net cash provided by operating activities in 2002 was primarily a result of a $14.4 million increase in gross profit due to increased shipments of 130.9 million pounds due to a full year of ownership of 80% of the Hawesville facility versus nine months in 2001. Tax refunds of $17.6 million received during the year versus tax payments of $0.9 million in 2001 contributed an additional $18.5 million in net cash from operations in 2002. However, increased net interest payments, primarily a result of a full year of outstanding borrowings under the notes in 2002 versus nine months in 2001, offset these favorable changes by $17.7 million.

Our net cash used in investing activities was $78.7 million in 2003, consisting of $59.8 million for the acquisition of the 20% interest in the Hawesville facility and $18.9 million of capital expenditures. The use of cash for investing activities in 2002 consisted primarily of capital expenditures. The use of cash in 2001 was primarily for the Hawesville acquisition and $14.5 million for capital expenditures.

Net cash used in financing activities in 2003 was a result of paying $26.0 million on the promissory note payable to Glencore. The cash used for financing activities in 2002 related primarily to common and preferred stock dividend payments made during the year. During 2001, the cash provided by financing activities was primarily from borrowings and the issuance of preferred stock related to the Hawesville acquisition and was partially offset by the payment of common and preferred stock dividends.

Net cash from operating activities of $71.9 million in the first nine months of 2004 was $6.2 million lower than the same period in 2003. Exclusive of the $35.5 million settlement received during the second quarter 2003 from the termination of the Original Sales Contract and entering into the New Sales Contract with Glencore for the years 2005 through 2009 and the $50.3 million cash payment during the current quarter for the tender premium plus accrued interest for the refinancing of our first mortgage notes, net cash from operating activities increased $79.7 million in the current quarter. This increase was a direct result of improved price realizations and margin contributions from the Nordural facility which was acquired in April 2004, and were partially offset by increased accounts receivable balances of $10.3 million and other working capital changes for the period.

Our net cash used for investing activities during the nine month period ended September 30, 2004 increased $139.0 million from the same period in 2003. The net acquisition cost of the Nordural facility in April 2004 was $184.9 million. The net purchase price for the additional 20% interest in the Hawesville facility in April 2003 was $59.8 million. Purchases of property, plant and equipment, including the Nordural expansion costs, were $26.3 million in 2004. Purchases of property, plant and equipment were $12.4 million in 2003.

Net cash provided by financing activities during the nine month period ending September 30, 2004 increased $187.9 million primarily due to the net proceeds from the issuance of $425.0 million of debt, and the net proceeds from the issuance of $215.0

million of common stock, which was partially offset by debt repayments of $436.8 million, consisting of payments of $315.1 million for the first mortgage notes tendered in a debt refinancing, $106.9 million for the Nordural term loan facility, the $14.0 million repayment of Glencore note debt, and $0.8 million for other miscellaneous debt payments. Additionally, we paid $12.8 million of financing fees for the debt issued in the current quarter and $3.3 million payment of accrued preferred dividends in the second quarter of 2004.

We believe that cash flow from operations, our unused revolving credit facility, and Nordural’s planned new term loan facility will provide sufficient liquidity to meet working capital needs, fund capital improvements, and provide for the debt service requirements.

Contractual Obligations

In the normal course of business, we have entered into various contractual obligations that will be settled in cash. These obligations consist primarily of long-term debt obligations and purchase obligations. The expected future cash flows required to meet these obligations are shown in the table below as of September 30, 2004. The purchase obligations consist of long-term supply contracts for alumina and electrical power. The other long-term liabilities include pension, SERB, other postretirement benefits, workers’ compensation liabilities, asset retirement obligations and estimated deferred tax payments.


	Payments Due by Period
	Total		<1 Year		1-3 Years		3-5 Years		>5 Years
	(Dollars in millions)
Long term debt(1)	$	526.1	$	5.9	$	11.1	$	22.2	$	486.9
Operating lease obligations		0.6		0.3		0.1		—		0.2
Purchase obligations(2)		1,955.6		476.8		607.5		319.0		552.3
Other long-term liabilities(3)		190.8		14.6		30.5		25.0		120.7

Total	$	2,673.1	$	497.6	$	649.2	$	366.2	$	1,160.1

(1)		Long-term debt includes principal repayments on the first mortgage notes, senior notes, convertible notes, the IRBs, the Nordural term loan facility, Nordural site lease agreements, Nordural bank loan agreement and a Nordural power contract debt obligation. Long-term debt does not include expected interest payments on our long-term debt totaling $305.2 million, of which $12.0 million would be due within a year, $56.9 million due within 1 to 3 years, $54.7 million due within 3 to 5 years, and $181.6 million due 5 years and thereafter. Except for the site lease agreements, Nordural’s debt bears interest at a variable rate based on the LIBOR rate plus an applicable margin. The IRBs’ interest rate is variable and we estimated future payments based on a rate of 1.55%.

(2)		Purchase obligations include long-term alumina, power, and anode contracts, and the Nordural expansion project commitments, but do not include any change in purchase obligations related to the Gramercy acquisition, which closed on October 1, 2004. Nordural’s power contracts and domestic alumina contracts are priced as a percentage of the LME price of primary aluminum. We assumed an LME price of $1,525 per metric ton for purposes of calculating expected future cash flows for these contracts. The Nordural anode contract is denominated in euros. We assumed a $1.20/Euro conversion rate to estimate the obligations under this contract.

(3)		Other long-term liabilities include our expected pension contributions, OPEB and SERB benefit payments, workers’ compensation benefit payments, estimated deferred tax payments and asset retirement obligations. Expected benefit payments for the SERB and OPEB plans, which are unfunded, are included for 2004 through 2013. Our estimated contributions to the pension plans are included for 2004 through 2006. Estimated contributions beyond 2006 are not included in the table because these estimates would be heavily dependent upon assumptions about future events, including among other things, future regulatory changes, changes to tax laws, future interest rates levels and future return on plan assets. Asset retirement obligations consist primarily of disposal costs for spent potliner, the amount and timing of these costs are estimated based on the number of our operating pots and their expected pot life.

Environmental Expenditures and Other Contingencies

We have incurred and in the future will continue to incur capital expenditures and operating expenses for matters relating to environmental control, remediation, monitoring and compliance. The aggregate environmental-related accrued liabilities were $0.8 million at December 31, 2002, $0.7 million at December 31, 2003 and $0.8 million at September 30, 2004. We believe that compliance with current environmental laws and regulations is not likely to have a material adverse effect on our financial condition, results of operations or liquidity; however, environmental laws and regulations may change, and we may become subject to more stringent environmental laws and regulations in the future. There can be no assurance that compliance with more stringent environmental laws and regulations that may be enacted in the future, or future remediation costs, would not have a material adverse effect on our financial condition, results of operations or liquidity.

We have planned environmental capital expenditures of approximately $1.3 million for 2004, $0.4 million for 2005 and $0.2 million for 2006. In addition, we expect to incur operating expenses relating to environmental matters of approximately $4.9 million, $5.0 million, and $5.8 million in each of 2004, 2005 and 2006, respectively. These amounts do not include any projected capital expenditures or operating expenses for our joint venture interest in the Gramercy assets, which have not yet been determined. See “The Gramercy Acquisition — Environmental.” As part of our general capital expenditure plan, we also expect to incur capital expenditures for other capital projects that may, in addition to improving operations, reduce certain environmental impacts. See “Business — Environmental Matters” included elsewhere in this prospectus.

We are a defendant in several actions relating to various aspects of our business. While it is impossible to predict the ultimate disposition of any litigation, we do not believe that any of these lawsuits, either individually or in the aggregate, will have a material adverse effect on our financial condition, results of operations or liquidity. See “Business — Legal Proceedings” included elsewhere in this prospectus.

Nordural is subject to various Icelandic environmental laws and regulations. While we do not believe that the cost of complying with these laws and regulations will have a material adverse effect on our financial condition, results of operations or liquidity, these laws and regulations are subject to change, which changes could result in increased costs.

New Accounting Standards

On December 8, 2003, the “Medicare Prescription Drug Improvement and Modernization Act of 2003”, or the Medicare Act, was signed into law. The Medicare Act introduces a prescription drug benefit under Medicare as well as a federal subsidy to sponsors of retiree health care benefit plans that provide a benefit that is at least “actuarially equivalent” to Medicare Part D.

In the second quarter of 2004, an FASB Staff Position (FSP FAS 106-2, “Accounting and Disclosure Requirements Related to the Medicare Prescription Drug Improvement and Modernization Act of 2003”) was issued providing guidance on the accounting for the effects of the Medicare Act for employers that sponsor postretirement health care plans that provide prescription drug benefits. This FSP superseded FSP FAS 106-1, “Accounting and Disclosure Requirements Related to the Medicare Prescription Drug Improvement and Modernization Act of 2003.” The FSP is effective for the first interim or annual period beginning after June 15, 2004.

The guidance in this FSP applies only to the sponsor of a single-employer defined benefit postretirement health plan for which the employer has concluded that prescription drug benefits available under the plan are actuarially equivalent and thus qualify for the subsidy under the Medicare Act and the expected subsidy will offset or reduce the employer’s share of the costs of postretirement prescription drug coverage provided by the plan. We determined that our plans were actuarially equivalent and elected to adopt the provisions of FSP FAS 106-2 in the third quarter of 2004 on a prospective basis only. We compared the Medicare Part D plan to its retiree prescription drug coverage using actuarial equivalencies and reflecting the retiree premiums and cost sharing provisions of the various plans. This analysis showed our plans provide more valuable benefits to retirees than the Medicare Part D plan. Based on our understanding of the intent of the Medicare Act and subsequent proposed regulations, we still believe our plans will meet the actuarial equivalence requirements necessary to receive the Medicare reimbursement.

For retirees with post-65 prescription drug benefits, we estimate the net effect on post-65 per capita medical and prescription drug costs to be a reduction of approximately 11 to 14% due to the Medicare reimbursement. The changes are assumed to have no impact on future participation rates in our post-65 prescription drug programs.

We have reduced our accumulated benefit obligation (ABO) for the subsidy related to benefits attributed to past service by approximately $16.4 million. The reduction will be recognized on the balance sheet through amortization. The effect of the subsidy on the measurement of net periodic postretirement benefit cost for the third and fourth quarters of 2004 is expected to be approximately $1.3 million and will be recognized evenly over the third and fourth quarters. The effect will include lower amortization of actuarial losses of approximately $0.5 million, lower service costs of approximately $0.3 million, and lower interest costs on the ABO of approximately $0.5 million for the third and fourth quarters. For further information on postretirement costs, see Note 15 to our unaudited consolidated financial statements included elsewhere in this prospectus.

In December 2003, the FASB issued FASB Interpretation, or FIN, No. 46 (revised December 2003), “Consolidation of Variable Interest Entities.” This Interpretation clarifies the application of Accounting Research Bulletin, or ARB No. 51, “Consolidated Financial Statements” and replaces FIN No. 46, “Consolidation of Variable Interest Entities.” The Interpretation explains how to identify variable interest entities and how an enterprise assesses its interests in a variable interest entity to decide whether to consolidate that entity. The effective date of this Interpretation varies depending on several factors, including public status of the entity, small business issuer status, and whether the public entities currently have any interests in special-purpose entities. We applied this Interpretation in the first quarter of 2004. The application of FIN No. 46 had no impact on our consolidated financial statements.

Quantitative and Qualitative Disclosures About Market Risk

Commodity Prices

We are exposed to the price of primary aluminum. We manage our exposure to fluctuations in the price of primary aluminum by selling aluminum at fixed prices for future delivery and through financial instruments as well as by purchasing alumina under supply contracts with prices tied to the same indices as our aluminum sales contracts. See “ Management’s Discussion and Analysis of Financial Condition and Results of Operations — Key Long-Term Supply Agreements” included elsewhere in this prospectus. Our risk management activities do not include trading or speculative transactions.

Apart from the contracts described under “Key Long-Term Primary Aluminum Sales Contracts” above, we had forward delivery contracts to sell 194.3 million pounds and 351.8 million pounds of primary aluminum at September 30, 2004 and December 31, 2003, respectively. Of these forward delivery contracts, we had fixed price commitments to sell 12.8 million pounds and 70.5 million pounds of primary aluminum at September 30, 2004 and December 31, 2003, respectively, of which, 5.6 million pounds and 53.5 million pounds at September 30, 2004 and December 31, 2003, respectively, were with Glencore.

At September 30, 2004 and December 31, 2003, we had fixed price financial sales contracts, primarily with Glencore, for 549.7 million pounds and 102.9 million pounds of primary aluminum, respectively, of which 538.7 million pounds and 58.8 million pounds, respectively, were designated cash flow hedges. These fixed price financial sales contracts are scheduled for settlement at various dates in 2004 and 2007. We had no fixed price financial purchase contracts to purchase aluminum at September 30, 2004 or December 31, 2003.

Fixed Price Financial Sales Contracts at September 30, 2004:


	(Millions of pounds)
	2004		2005		2006		2007		Total
Aluminum		33.1		425.7		86.5		4.4		549.7

Additionally, to mitigate the volatility of the natural gas markets, we enter into fixed price financial purchase contracts, accounted for as cash flow hedges, which settle in cash in the period corresponding to the intended usage

of natural gas.

Fixed Price Financial Purchase Contracts at September 30, 2004:


	(Thousands of DTH)
	2004		2005		2006		2007		2008		Total
Natural Gas		420		1,280		480		480		480		3,140

At September 30, 2004 and December 31, 2003, we had fixed price financial purchase contracts for 3.1 million and 2.7 million DTH (one decatherm is equivalent to one million British Thermal Units), respectively. These financial instruments are scheduled for settlement at various dates in 2004 through 2008.

On a hypothetical basis, a $0.01 per pound increase or decrease in the market price of primary aluminum is estimated to have an unfavorable or favorable impact of $3.4 million after tax on accumulated other comprehensive income for the contracts designated cash flow hedges, and $0.1 million on net income, for the contracts designated as derivatives, for the period ended September 30, 2004 as a result of the forward primary aluminum financial sales contracts outstanding at September 30, 2004.

On a hypothetical basis, a $0.50 per DTH decrease or increase in the market price of natural gas is estimated to have an unfavorable or favorable impact of $1.0 million after tax on accumulated other comprehensive income for the period ended September 30, 2004 as a result of the forward natural gas financial purchase contracts outstanding at September 30, 2004.

Our metals and natural gas risk management activities are subject to the control and direction of senior management. The metals related activities are regularly reported to our board of directors.

This quantification of our exposure to the commodity price of aluminum is necessarily limited, as it does not take into consideration our inventory or forward delivery contracts, or the offsetting impact upon the sales price of primary aluminum products. Because all of our alumina contracts are indexed to the LME price for aluminum, beginning in 2002, they act as a natural hedge for approximately 25% of our production. As of December 31, 2003, approximately 51% and 25% of our production for the years 2004 and 2005, respectively, was either hedged by the alumina contracts and/or by fixed price forward delivery and financial sales contracts.

Nordural. Substantially all of Nordural’s revenues are derived from the Billiton Tolling Agreement whereby it converts alumina provided to it into primary aluminum for a fee based on the LME price for primary aluminum. Nordural’s revenues are subject to the risk of decreases in the market price of primary aluminum; however, Nordural is not exposed to increases in the price for alumina, the principal raw material used in the production of primary aluminum. In addition, under its current power contract, Nordural purchases power at a rate which is a percentage of the LME price for primary aluminum, providing Nordural with a natural hedge against downswings in the market for primary aluminum.

Nordural is exposed to foreign currency risk due to fluctuations in the value of the U.S. dollar as compared to the euro and the Icelandic krona. Under its Billiton Tolling Agreement and power contracts, Nordural’s revenues and power costs are based on the LME price for primary aluminum, which is denominated in U.S. dollars. There is no currency risk associated with these contracts. Nordural’s labor costs are denominated in Icelandic krona and a portion of its anode costs are denominated in euros. As a result, an increase or decrease in the value of those currencies relative to the U.S. dollar would affect Nordural’s operating margins.

Nordural does not currently have financial instruments to hedge commodity, currency or interest rate risk. Nordural may hedge such risk in the future, through the purchase of aluminum put options and interest rate swaps which would have the effect of fixing a portion of its floating rate debt.

Interest Rates

Interest Rate Risk. Our primary debt obligations are the outstanding senior notes, convertible notes, first mortgage notes, the Nordural debt, borrowings under the revolving credit facility, if any, and the IRBs we assumed in connection with the Hawesville acquisition. Because the senior notes, convertible notes and first mortgage notes bear a fixed rate of interest, changes in interest rates do not subject us to changes in future interest expense with respect to these borrowings. Borrowings under the revolving credit facility, if any, are at variable rates at a margin

over LIBOR or the Fleet National Bank base rate, as defined in the revolving credit facility. The IRBs bear interest at variable rates determined by reference to the interest rate of similar instruments in the industrial revenue bond market. At September 30, 2004, Nordural had approximately $83.4 million of long-term debt consisting primarily of obligations under its existing term loan facility. Borrowings under Nordural’s term loan facility bear interest at a margin over the applicable LIBOR rate, plus, under certain conditions, an applicable percentage to cover certain lender compliance costs. At September 30, 2004, Nordural had $76.9 million of liabilities which bear interest at a variable rate.

At September 30, 2004, we had $84.7 million of variable rate borrowings. A hypothetical one percentage point increase in the interest rate would increase our annual interest expense by $0.8 million, assuming no debt reduction.

Our primary financial instruments are cash and short-term investments, including cash in bank accounts and other highly rated liquid money market investments and government securities.

BUSINESS

Overview

We currently own:

•		the Hawesville facility, located in Hawesville, Kentucky, which began operations in 1970 and has an annual production capacity of 538 million pounds of primary aluminum;

•		the Ravenswood facility, located in Ravenswood, West Virginia, which began operations in 1957 and has an annual production capacity of 375 million pounds of primary aluminum;

•		a 49.7% interest in the Mt. Holly facility, located in Mt. Holly, South Carolina, which began operations in 1980 and contributes 243 million pounds to our overall annual production capacity;

•		the Nordural facility, located in Grundartangi, Iceland, which began operations in 1998 and has an annual production capacity of 198 million pounds of primary aluminum, which will increase to approximately 467 million pounds upon completion of an ongoing expansion in 2006;

•		a 50% joint venture interest in the Gramercy alumina refinery, located in Gramercy, Louisiana, which has an annual production capacity of 1.2 million metric tons of alumina; and

•		a 50% joint venture interest in a bauxite mining operation in Jamaica, which has an annual production capacity of approximately 4.5 million dry metric tons.

For a more complete description of these facilities, see “ — Facilities and Production” below.

Growth through Acquisitions

Additional Interest in the Mt. Holly Facility. On April 1, 2000, we increased our 26.7% interest in the Mt. Holly facility to 49.7% when Berkeley Aluminum, Inc., a direct subsidiary of Century Aluminum Company, purchased an additional 23% interest from an affiliate of Xstrata AG, for $94.7 million. Glencore is a major shareholder of Xstrata AG.

80% Interest in the Hawesville Facility. Effective April 1, 2001, we completed the acquisition of the Hawesville facility from Southwire Company, a privately-held wire and cable manufacturing company. We paid a cash purchase price of $466.8 million, assumed $7.8 million aggregate principal amount of industrial revenue bonds related to the Hawesville facility and agreed to make additional post-closing payments to Southwire of up to $7.0 million based on the LME price for aluminum during the seven years following the acquisition. We financed a portion of the cash purchase price through the sale of the 20% interest in the Hawesville facility to Glencore for $99.0 million, plus Glencore’s assumption of a pro rata share of our post-closing payment obligations to Southwire and under the industrial revenue bonds. No post-closing payments had been made to Southwire through December 31, 2003; however, if LME prices remain at or above current levels, Southwire will be entitled to receive the entire $7.0 million in 2005.

Remaining Interest in the Hawesville Facility. On April 1, 2003, we reacquired the 20% interest in the Hawesville facility sold to Glencore for a purchase price of $99.4 million. We also assumed full responsibility for payments of principal and interest on the industrial revenue bonds and for any post-closing payments owed to Southwire. We paid $59.4 million of the purchase price in cash and financed the balance by issuing a six-year $40.0 million note to Glencore bearing interest at a rate of 10% per annum. In April 2004, we paid Glencore the remaining $14.0 million of outstanding principal under that note.

The Nordural Acquisition and Expansion

We have commenced work on an expansion of the Nordural facility that will increase its annual production capacity to approximately 467 million pounds, or more than double its current production capacity. As currently planned, the expansion will add up to 269 million pounds to the Nordural facility’s annual production capacity, including 71 million pounds of capacity recently added to the expansion project after we reached an agreement on the long-term supply of electric power for that additional capacity. The expansion is projected to be completed by late-2006 and is expected to cost approximately $454 million, including approximately $106 million for the 71 million pounds of capacity recently added to the project.

Completion of the expansion requires the satisfaction of various conditions, including obtaining sufficient financing. On July 23, 2004, Nordural agreed to terms on a $310.0 million senior term loan facility with Landsbanki Íslands hf. and Kaupthing Bank hf., subject to customary closing conditions, including negotiation and execution of definitive documentation. Amounts borrowed under Nordural’s planned new term loan facility will be used to refinance debt under Nordurnal’s existing term loan facility and to finance a portion of the costs associated with the ongoing expansion of the Nordural facility. See “Description of Certain Indebtedness — Nordural Debt — Nordural’s Planned New Term Loan Facility.” We expect to fund the remaining costs of the expansion capacity with operating cash flow generated by our operations, including the operations of Nordural facility. We are evaluating financing options for the 71 million pounds of capacity recently added to the expansion project.

In connection with the expansion, we agreed on the terms of amendments to several long-term contracts with the Government of Iceland, local municipalities and the Grundartangi Harbour Fund. We agreed to an LME-based ten-year alumina tolling contract with Glencore for 198 million pounds of the expansion capacity. The power needed for that portion of the expansion will be purchased under a long-term LME-based agreement with Sudurnes Energy and Reykjaviík Energy. We recently reached agreement with Sudurnes Energy and Reykjavík Energy for the supply of power for the additional 71 million pounds of capacity. That agreement would include power for an additional 18 million pounds of capacity, upon satisfaction of certain conditions, including the completion of a power transmission agreement. Our plans to further increase the size of the expansion project depend on our ability to obtain financing and certain key contracts for that capacity. A decision on the additional capacity is expected in early 2005. Following completion of the expansion, Nordural will have all the infrastructure and support facilities necessary for further expansion to 573 million pounds of annual production capacity. This expansion would be made at relatively low capital cost. We are in discussions for the supply of electric power to support this further expansion.

The Gramercy Acquisition

On October 1, 2004, we and Noranda Finance Inc., through 50/50 joint venture companies, acquired an alumina refinery in Gramercy, Louisiana and related bauxite mining assets in Jamaica from Kaiser Aluminum & Chemical Company. Throughout this prospectus, we refer to the alumina refinery and bauxite mining assets acquired by the joint venture as the “Gramercy assets.” The purchase price for the Gramercy assets was $23 million, subject to working capital adjustments. We paid one-half, or $11.5 million of the unadjusted purchase price, which we funded with available cash. Noranda paid the remaining $11.5 million. We plan to account for our investment in the Gramercy assets using the equity method of accounting. References in this prospectus to the “Gramercy acquisition” refer to all of the transactions related to our joint acquisition of the Gramercy assets with Noranda. The bauxite mining assets supply all of the bauxite ore used for the production of alumina at the Gramercy refinery and also supply bauxite ore to a third party refinery in Texas. At the Gramercy refinery, bauxite is chemically refined and converted into alumina, the principal raw material used in the production of primary aluminum. The Gramercy refinery had extensive portions rebuilt and modernized during 2000 through 2002. Gramercy has an annual production capacity of 1.2 million metric tons of alumina, approximately 80% of which is supplied to our Hawesville and Noranda’s New Madrid primary aluminum production facilities. Our Hawesville facility purchases all of its alumina requirements from the Gramercy refinery. The remaining alumina production at the Gramercy refinery is in the form of alumina hydrate, or chemical grade alumina (CGA), which is sold to third parties. See “The Gramercy Acquisition.”

Facilities and Production

Hawesville Facility

The Hawesville facility, strategically located adjacent to the Ohio River near Hawesville, Kentucky, began operations in 1970 and has an annual production capacity of 538 million pounds. The Hawesville facility’s original four potlines have an annual production capacity of approximately 426 million pounds and are specially configured and operated so as to produce primary aluminum with a high purity level. The average purity level of primary aluminum produced by these potlines is 99.9%, compared to standard-purity aluminum, which is approximately 99.7%. This high-purity primary aluminum provides the conductivity required by Hawesville’s largest customer, Southwire, for its electrical wire and cable products, as well as for certain aerospace applications. In September 1999, a fifth potline became operational, with an annual capacity of approximately 112 million pounds of standard-purity aluminum.

The following table shows primary aluminum shipments from the Hawesville facility during each of the periods indicated:

Hawesville Facility Primary Aluminum Shipments


	Year Ended December 31,
	2001(1)		2002(2)		2003(3)
	(In millions of pounds)
Molten aluminum		295.9		303.2		310.3
Primary aluminum ingot		114.7		131.7		159.8
Foundry alloys		121.2		104.3		70.8

Total		531.8		539.2		540.9

(1)		Effective April 1, 2001, we completed the acquisition of the Hawesville facility from Southwire. Concurrently with the acquisition, we sold a 20% interest in the Hawesville facility to Glencore. Shipments for the year ended December 31, 2001 include 133.5 million pounds shipped by Southwire and 79.7 million pounds shipped by Glencore.

(2)		Shipments for the year ended December 31, 2002 include 108.4 million pounds shipped by Glencore.

(3)		Effective April 1, 2003, we reacquired the 20% interest in the Hawesville facility sold to Glencore. Shipments for the year ended December 31, 2003 include 27.1 million pounds shipped by Glencore.

The alumina used by the Hawesville facility is purchased under a supply agreement with Gramercy Alumina LLC, which was entered into on November 2, 2004 in connection with the Gramercy acquisition. This supply agreement, which runs through December 31, 2010, replaced the supply agreement that was previously in place with Kaiser Aluminum & Chemical Corporation. The price we pay for alumina used by our Hawesville facility is now based on the cost of alumina production, rather than the LME price for primary aluminum. See “Risk Factors — Our costs of alumina at the Hawesville facility may be higher than our previous LME-based contract depending on certain market conditions” included elsewhere in this prospectus.

The Hawesville facility purchases all of its power from Kenergy Corp., a local retail electric cooperative, under a power supply contract that expires at the end of 2010. Kenergy acquires most of the power it provides to the Hawesville facility from a subsidiary of LG&E Energy Corp., with delivery guaranteed by LG&E. The Hawesville facility currently purchases all of its power from Kenergy at fixed prices. Approximately 27% of the Hawesville facility’s power requirements are unpriced for the period from 2006 to 2010.

Ravenswood Facility

Built in 1957, the Ravenswood facility operates four potlines with an annual production capacity of 375 million pounds. The facility is strategically located adjacent to the Ohio River in Ravenswood, West Virginia. The Ravenswood facility produces molten aluminum that is delivered to Pechiney’s adjacent rolling facility and standard-grade ingot that we sell in the marketplace.

The following table shows primary aluminum shipments from the Ravenswood facility during each of the periods indicated:

Ravenswood Facility Primary Aluminum Shipments


	Year Ended December 31,
	2001		2002(1)		2003
	(In millions of pounds)
Molten aluminum		291.3		309.1		288.4
Standard-grade primary aluminum ingot		73.6		72.5		86.9

Total		364.9		381.6		375.3

(1)

Shipments for the year ended December 31, 2002 include six million pounds of standard-grade primary aluminum ingot purchased and resold.

Since January 1, 2002, the alumina used at the Ravenswood facility has been supplied by Glencore under a five-year contract at a variable price determined by reference to the LME price for primary aluminum. We purchase the electricity used at the Ravenswood facility under a fixed-price power supply contract with Ohio Power, a subsidiary of American Electric Power, which runs through December 31, 2005.

Mt. Holly Facility

The Mt. Holly facility, located in Mt. Holly, South Carolina, began operations in 1980 and is the most recently constructed aluminum reduction facility in the United States. The facility consists of two potlines with a total annual production capacity of 489 million pounds and casting equipment used to cast molten aluminum into standard-grade ingot, extrusion billet and other value-added primary aluminum products. Value-added primary aluminum products are sold at higher prices than standard-grade primary aluminum. Our 49.7% interest represents 243 million pounds of the facility’s production capacity.

We hold an undivided 49.7% interest in the property, plant and equipment comprising the aluminum reduction operations at the Mt. Holly facility and an equivalent share in the general partnership responsible for the operation and maintenance of the facility. Alcoa owns the remaining 50.3% interest in the Mt. Holly facility and an equivalent share of the operating partnership. Under the terms of the operating partnership, Alcoa is responsible for operating and maintaining the facility. Each co-owner supplies its own alumina for conversion to primary aluminum and is responsible for its proportionate share of operational and maintenance costs.

The following table shows our primary aluminum shipments from the Mt. Holly facility during each of the periods indicated:

Mt. Holly Facility Primary Aluminum Shipments


	Year Ended December 31,
	(In millions of pounds)
	2001		2002		2003
Standard-grade primary aluminum ingot		104.1		113.4		119.5
Rolling ingot, foundry alloys and extrusion billets		130.6		122.7		118.0

Total		234.7		236.1		237.5

Glencore supplies all of our alumina requirements for the Mt. Holly facility under contracts which expire on December 31, 2006 and January 31, 2008. The price under both contracts is determined by reference to the quoted LME price for primary aluminum.

The Mt. Holly facility purchases all of its power from the South Carolina Public Service Authority, also called Santee Cooper, at rates fixed by published schedules. The Mt. Holly facility’s power contract was to expire on December 31, 2005. In July 2003, a new contract was entered into to supply all of the Mt. Holly facility’s power requirements through 2015. Power delivered through 2010 will be priced as set forth in currently published schedules, subject to adjustments for fuel costs. Rates for the period 2011 through 2015 will be as provided under then-applicable schedules.

Nordural Facility

The Nordural facility is located in Grundartangi, Iceland, approximately 25 miles northwest of Reykjavik, Iceland’s capital. Built in 1998, the Nordural facility is our most recently constructed and lowest cost facility. It has an annual production capacity of approximately 198 million pounds, which will increase by up to 269 million pounds to approximately 467 million pounds upon completion of an ongoing expansion, with potential for further expansion to 573 million pounds of annual production capacity. The Nordural facility is situated on two hundred acres leased from the Government of Iceland and consists of an aluminum reduction plant with two potlines and casting equipment used to cast molten aluminum into ingot.

The following table shows primary aluminum shipments from the Nordural facility during each of the periods indicated:

Nordural Facility Primary Aluminum Shipments

Year Ended December 31,

2001

2002

2003

(In millions of pounds)

Standard-grade primary aluminum ingot

164.1

198.3

198.7

The Nordural facility operates under various long-term agreements with the Government of Iceland. These agreements include (i) an investment agreement which establishes Nordural’s tax status and the Government’s obligations to grant certain permits, (ii) a reduction plant site agreement by which Nordural leases the property through 2020, subject to renewal at its option; and (iii) a harbour agreement by which Nordural is granted access to the port at Grundartangi. In connection with the expansion of the Nordural facility, Nordural has entered into amendments to each of these agreements with the Government of Iceland, effective upon the closing of Nordural’s planned new term loan facility.

Nordural is party to a long-term alumina tolling contract with a subsidiary of BHP Billiton which expires December 31, 2013. Under this contract, which is for virtually all of the Nordural facility’s existing production capacity, Nordural receives an LME-based fee for the conversion of alumina, supplied by BHP Billiton, into primary aluminum. We have agreed to a ten-year alumina tolling contract with Glencore for 198 million pounds of the expansion capacity at the Nordural facility. The fee Nordural will receive under that contract will also be LME-based.

The Nordural facility purchases power from Landsvirkjun, a power company jointly owned by the Republic of Iceland and two Icelandic municipal governments, under a long-term contract due to expire in 2019. The power delivered to the Nordural facility under its current contract is from hydroelectric sources, a competitively-priced and renewable source of power for the Nordural facility, at a rate based on the LME price for primary aluminum. In connection with the expansion, Nordural entered into an agreement with Sudurnes Energy and Reykjavík Energy for the supply of the additional power required for 198 million pounds of the expansion capacity. Under this agreement, we will be required to take or pay for a significant percentage of the power to be supplied beginning a specified period after signing (subject to extension for agreed upon events), even if we have not completed construction. We recently reached an agreement with Sudurnes Energy and Reykjavík Energy for the long-term supply of power for the additional 71 million pounds of capacity. Under the terms of both agreements, the rate for the power supplied for the expansion capacity will also be LME-based. By the terms of a Second Amendment to the Landsvirkjun/Nordural Power Contract, dated as of April 21, 2004, Landsvirkjun has agreed on a best commercial efforts basis to provide backup power to Nordural should Sudurnes Energy and Reykjavík Energy be unable to meet the obligations of their contract to provide power for the Nordural expansion.

Nordural has a contract for the supply of anodes for its existing capacity which expires in 2013. We are currently exploring options for the supply of anodes for the expansion capacity and do not currently believe the price we pay for those anodes will be materially different than under Nordural’s current arrangements.

Sales and Distribution

The majority of the primary aluminum produced at our facilities is sold to a limited number of customers. Giving pro forma effect to the Nordural acquisition, we derived a combined total of approximately 70% of our 2003 consolidated sales from Pechiney, Southwire, Glencore and BHP Billiton, our four largest customers. Out of total revenues of $782.5 million for 2003, sales to Pechiney represented $198.4 million, or 25% of our total revenues, sales to Southwire represented $199.4 million, or 25% of our total revenues and sales to Glencore represented

$121.9 million or 16% of our total revenues. The remaining $262.8 million, or 34% of our total revenues, represented sales to approximately 50 customers.

Hawesville Facility

Sales of primary aluminum to Southwire accounted for $199.4 million, or 56% of our revenues from the Hawesville facility in 2003. Sales to third parties other than Southwire accounted for the remaining $153.9 million, or 44% of our revenues from the Hawesville facility during 2003. In connection with our acquisition of the Hawesville facility in April 2001, we entered into a ten-year contract with Southwire to supply 240 million pounds of high-purity molten aluminum annually to Southwire’s wire and cable manufacturing facility located adjacent to the Hawesville facility. Under this contract, Southwire agreed to purchase 60 million pounds of standard-grade molten aluminum each year for the first five years of the contract, with an option to purchase an equal amount each of the remaining five years. Southwire has exercised this option through 2008. Prior to April 2003, we and Glencore supplied the aluminum delivered under this contract on a pro rata basis; we were responsible for 80% and Glencore was responsible for the remaining 20%. On April 1, 2003, we assumed Glencore’s delivery obligations under this contract. The price for the molten aluminum delivered to Southwire from the Hawesville facility is variable and determined by reference to the U.S. Midwest market price. The contract expires on March 31, 2011 and will automatically renew for additional five-year terms, unless either party provides 12 months notice that it has elected not to renew.

In connection with our acquisition of the remaining 20% interest in the Hawesville facility in April 2003, we entered into a ten-year contract under which Glencore agreed to purchase approximately 45 million pounds per year of primary aluminum produced at the Ravenswood and Mt. Holly facilities from 2004 through 2013 at variable prices based on the U.S. Midwest market price (subject to adjustment if the U.S. Midwest market premium over the LME price exceeds or falls below a specified range).

Ravenswood Facility

Sales of primary aluminum to Pechiney represented $192.9 million, or 74% of our revenues from the Ravenswood facility in 2003. Sales to parties other than Pechiney represented $67.3 million or 26% of Ravenswood’s revenues in 2003. We have a contract with Pechiney under which it purchases 23 to 27 million pounds per month of molten aluminum produced at the Ravenswood facility through December 31, 2005. This contract may be extended through July 31, 2007 provided that our power contract for the Ravenswood facility is extended or replaced through that date. The price for primary aluminum delivered under this contract is variable and determined by reference to the U.S. Midwest market price. This contract allows us to deliver molten aluminum, thereby reducing our casting and shipping costs. Pechiney has the right, upon twelve month’s notice, to reduce its purchase obligations by 50% under the contract. Alcan acquired Pechiney in February 2004. Following its purchase of Pechiney, Alcan announced that it planned to spin-off certain of its rolling operations, not including its Ravenswood mill, into a new publicly-traded company. Under an agreement Alcan reached with the U.S. Department of Justice in May 2004, the proposed spin-off was an alternate remedy to antitrust concerns raised by the Department of Justice in connection with Alcan’s acquisition of Pechiney. Alcan’s shareholders are scheduled to vote on the proposed spin-off on December 22, 2004. If the spin-off is not approved by shareholders or is not consummated for any other reason, the Department of Justice could require Alcan to divest its rolling operations, including the Ravenswood rolling mill. Should Alcan sell the Ravenswood rolling mill, any buyer of the rolling mill would be expected to assume Pechiney’s obligations under our existing contract with Pechiney. We may require different terms or terminate that contract if the buyer is not deemed to be creditworthy. If this contract is terminated, or if the buyer materially reduces its purchases or fails to renew the contract when it expires, our casting, shipping and marketing costs at the Ravenswood facility would increase. See “Risk Factors — We have reduced our casting and shipping costs by selling molten aluminum to major customers located adjacent to our Ravenswood and Hawesville facilities; the loss of one of these major customers would increase our production costs at those facilities” included elsewhere in this prospectus.

Mt. Holly Facility

Sales of primary aluminum to Glencore represented $91.4 million, or 54% of our revenues from the Mt. Holly facility in 2003. Sales to third parties other than Glencore represented $77.6 million, or 46% of revenues from the Mt. Holly facility in 2003. We had a contract to sell to Glencore approximately 110 million pounds of primary aluminum produced at the Mt. Holly facility each year through December 31, 2009 at prices which were fixed from 2002 through 2009. In January 2003, we agreed to terminate and settle this contract for the years 2005 through

2009. At that time, we entered into a new contract with Glencore that requires us to deliver the same quantity of primary aluminum as did the original contract for those years. The new contract provides for variable pricing determined by reference to the LME price for primary aluminum for the years 2005 through 2009. For deliveries through 2004, the price for primary aluminum delivered will remain fixed.

Prior to the January 2003 agreement to terminate and settle the years 2005 through 2009 of our original contract with Glencore, we had been classifying and accounting for it as a normal sales contract under Statement of Financial Accounting Standard, or SFAS, No. 133, “Accounting for Derivative Instruments and Hedging Activities.” A contract that is so designated and that meets other conditions established by SFAS No. 133 is exempt from the requirements of SFAS No. 133, although by its term the contract would otherwise be accounted for as a derivative instrument. Accordingly, prior to January 2003, the original contract was recorded on an accrual basis of accounting and changes in the fair value of the original contract were not recognized.

According to SFAS No. 133, it must be probable that at inception and throughout its term, a contract classified as “normal” will not result in a net settlement and will result in physical delivery. In April 2003, we net settled with Glencore a significant portion of the original contract, and it no longer qualified for the “normal” exception of SFAS No. 133. We marked the original contract to current fair value in its entirety. Accordingly, in the first quarter of 2003, we recorded a derivative asset and a pre-tax gain of $41.7 million. Of the total recorded gain, $26.1 million related to the favorable terms of the original contract for the years 2005 through 2009, and $15.6 million related to the favorable terms of the original contract for 2003 through 2004.

We determined the fair value by estimating the excess of the contractual cash flows of the original contract (using contractual prices and quantities) above the estimated cash flows of a contract based on identical quantities using LME-quoted prevailing forward market prices for aluminum plus an estimated U.S. Midwest premium adjusted for delivery considerations. We discounted the excess estimated cash flows to present value using a discount rate of 7%.

On April 1, 2003, we received $35.5 million from Glencore, $26.1 million of which relates to the settlement of the original contract for the years 2005 through 2009, and $9.4 million of which represents the fair value of the new contracts, discussed below. We will account for the unsettled portion of the original contract (years 2003 and 2004) as a derivative and will recognize period-to-period changes in fair value in current income. We will also account for the new contract as a derivative instrument under SFAS No. 133. We have not designated the new contract as “normal” because it replaces and substitutes for a significant portion of the original contract which, after January 2003, no longer qualified for this designation. The $9.4 million initial fair value of the new contract is a derivative liability and represents the present value of the contract’s favorable term to Glencore in that the new contract excludes from its variable price an estimated U.S. Midwest premium, adjusted for delivery considerations. Because the new contract is variably priced, we do not expect significant variability in its fair value, other than changes that might result from the absence of the U.S. Midwest premium. See Note 13 to our audited consolidated financial statements included elsewhere in this prospectus.

Nordural Facility

Nordural is party to a long-term alumina tolling contract with a subsidiary of BHP Billiton which is due to expire December 31, 2013. Under this contract, which is for virtually all of the Nordural facility’s existing production capacity, Nordural receives an LME-based fee for the conversion of alumina, supplied by BHP Billiton, into primary aluminum. We have agreed to a ten-year alumina contract with Glencore for 198 million pounds of the expansion capacity at the Nordural facility. The fee Nordural will receive under that contract will also be LME-based.

Pricing and Risk Management

Our operating results are sensitive to changes in the price of primary aluminum and the raw materials used in its production. As a result, we try to mitigate the effects of fluctuations in primary aluminum and raw material prices through the use of various fixed-price commitments and financial instruments.

Pricing

We offer a number of pricing alternatives to the customers of our domestic facilities that, combined with our metals risk management activities, are designed to lock in a certain level of price stability on our primary aluminum

sales. Pricing of our products is generally offered either at a fixed-price, where the customer pays an agreed-upon price over an extended period of time, or an indexed or “market” price, where the customer pays an agreed-upon premium over the LME price or relative to other market indices.

Substantially all of Nordural revenues are derived from a tolling arrangement whereby it converts alumina provided to it into primary aluminum for a fee based on the LME price for primary aluminum. Nordural’s revenues are subject to the risk of decreases in the market price of primary aluminum; however, because it produces primary aluminum under a tolling arrangement, Nordural is not exposed to increases in the price for alumina, the principal raw material used in the production of primary aluminum. In addition, under its current power contract, Nordural purchases power at a rate which is a percentage of the LME price for primary aluminum. By linking its most significant production cost to the LME price for primary aluminum, Nordural has a natural hedge against downswings in the market for primary aluminum; however, this hedge also limits Nordural’s upside as the LME price increases.

Risk Management

We manage our exposure to fluctuations in the price of primary aluminum by selling primary aluminum at fixed prices for future delivery, through financial instruments, and by purchasing alumina under supply contracts with prices tied to the same indices as our aluminum sales contracts. To mitigate the volatility of natural gas markets, we enter into fixed price financial purchase contracts. Our metals and natural gas risk management activities are subject to the control and direction of our senior management and are regularly reported to our board of directors. Our risk management activities do not include trading or speculative transactions.

Nordural does not currently have any material financial instruments to hedge commodity, currency or interest rate risk. Nordural is exposed to foreign currency risk due to fluctuations in the value of the U.S. dollar as compared to the euro and the Icelandic krona. Under its long-term tolling agreement with BHP Billiton, Nordural receives revenues denominated in U.S. dollars. Nordural’s labor costs are denominated in Icelandic kronur and a portion of its anode costs are denominated in euros. As a result, an increase in the value of those currencies relative to the U.S. dollar would affect Nordural’s operating margins.

Competition

The market for primary aluminum is diverse and highly competitive. We compete in the production and sale of primary aluminum with numerous other producers. Our principal competitors are Alcoa, Alcan and various other smaller primary aluminum producers. Aluminum also competes with other materials such as steel, plastic and glass which may be used as alternatives for some applications based upon functionality and relative pricing.

We believe that we compete on the basis of quality, price, timeliness of delivery and customer service. Some of our competitors have substantially greater manufacturing and financial resources, and some have cost structures that are more advantageous than ours. We anticipate that continuing industry consolidation will intensify competition and further emphasize the importance of cost-efficient operations.

Environmental Matters

We are subject to various environmental laws and regulations. We have spent, and expect to spend, significant amounts for compliance with those laws and regulations. In addition, some of our past manufacturing activities have resulted in environmental consequences which require remedial measures. Under certain environmental laws which may impose liability regardless of fault, we may be liable for the costs of remediation of contaminated property, including our currently and formerly owned or operated properties or adjacent areas, or for the amelioration of damage to natural resources. We believe, based on information currently available to our management, that our current environmental liabilities are not likely to have a material adverse effect on us. However, we cannot predict the requirements of future environmental laws and future requirements at current or formerly owned or operated properties or adjacent areas. Such future requirements may result in liabilities which may have a material adverse effect on our financial condition, results of operations or liquidity.

The 1990 amendments to the U.S. Clean Air Act impose stringent standards on the aluminum industry’s air emissions. These amendments affect our operations as technology-based standards relating to reduction facilities and carbon plants have been instituted. Although we cannot predict with certainty how much we will be required to

spend to comply with these standards, our general capital expenditure plan includes certain projects designed to improve our compliance with both known and anticipated air emissions requirements.

We have incurred and in the future will continue to incur capital expenditures and operating expenses for matters relating to environmental control, remediation, monitoring and compliance. The aggregate environmental-related accrued liabilities were $1.4 million at December 31, 2002, $0.7 million at December 31, 2003 and $0.8 million at September 30, 2004. We have planned capital expenditures related to environmental matters at all of our facilities of approximately $1.3 million in 2004, $0.4 million in 2005 and $0.2 million in 2006. In addition, we expect to incur operating expenses relating to environmental matters of approximately $4.9 million in 2004, $5.0 million in 2005 and $5.8 million in 2006. These amounts do not include any projected capital expenditures or operating expenses for our joint venture interest in the Gramercy assets, which have not yet been determined. See “The Gramercy Acquisition — Environmental.” As part of our general capital expenditure plan, we also expect to incur capital expenditures for other capital projects that may, in addition to improving operations, reduce certain environmental impacts.

Our policy is to accrue for costs associated with environmental assessments and remedial efforts when it becomes probable that we are liable and the associated costs can be reasonably estimated. The aggregate environmental related accrued liabilities were $1.4 million at December 31, 2002, $0.7 million at December 31, 2003 and $0.8 million at September 30, 2004. All accrued amounts have been recorded without giving effect to any possible future recoveries. With respect to ongoing environmental compliance costs, including maintenance and monitoring, we expense the costs when incurred.

Hawesville Facility

Under our agreement with Southwire to purchase the Hawesville facility, Southwire indemnified us against all on-site environmental liabilities known to exist prior to the closing of the acquisition and against risks associated with off-site hazardous material disposals which pre-dated the closing.

Prior to the closing of the acquisition, the U.S. Environmental Protection Agency, or EPA, had issued a final record of decision, under the Comprehensive Environmental Response, Compensation and Liability Act, directing that certain response actions be taken at the Hawesville facility. Under its agreement with us, Southwire agreed to perform all obligations under the record of decision. The total costs for the obligations to be undertaken and paid for by Southwire relative to these liabilities are estimated under the record of decision to be $12.6 million, and the forecast of annual operating and maintenance costs is $1.2 million. Century Kentucky, LLC will operate and maintain the ground water treatment system required under the record of decision on behalf of Southwire, and Southwire will reimburse Century Kentucky, LLC for any expense that exceeds $0.4 million annually.

If any on-site environmental liabilities become known prior to March 31, 2007 that were not known to exist as of the date the acquisition closed, but which arose from pre-closing activities at the Hawesville facility, we will share the costs of remedial action with Southwire pro rata depending on the year the liability is identified. We will be responsible for any such liabilities which first become known on or after March 31, 2007. We also will be responsible for any post-closing environmental liabilities which result from a change in laws.

We acquired the Hawesville facility by purchasing all of the outstanding equity securities of Metalsco Ltd., which was a wholly-owned subsidiary of Southwire. Metalsco previously owned certain assets unrelated to the Hawesville plant’s operations. These assets owned by Metalsco were distributed to Southwire before the closing of the Hawesville acquisition. Southwire indemnified us for all liabilities related to these assets. Southwire also retained ownership of and full responsibility for certain land adjacent to the Hawesville facility containing potliner disposal areas.

Southwire has secured its indemnity obligations to us for environmental liabilities through April 1, 2008 by posting a letter of credit in our favor in the amount of $14.0 million. Southwire is obligated to post an additional $15.0 million if its net worth drops below a pre-determined level prior to April 1, 2008. The amount of security Southwire provides may increase (but not above $14.5 million or $29.5 million, as applicable) or decrease (but not below $3.0 million) if certain specified conditions are met.

We cannot be certain Southwire will be able to meet its indemnity obligations. In that event, under certain environmental laws which impose liability regardless of fault, we may be liable for any outstanding remedial measures required under the record of decision and for certain liabilities related to the unwanted properties. If

Southwire fails to meet its indemnity obligations or if our shared or assumed liability is significantly greater than anticipated, our financial condition, results of operations and liquidity could be materially adversely affected.

Ravenswood Facility

Century Aluminum of West Virginia, Inc. continues to perform remedial measures at its Ravenswood facility pursuant to an order issued by the EPA in 1994. Century of West Virginia also conducted a facility investigation under the order evaluating other areas at the Ravenswood facility that may have contamination requiring remediation. The facility investigation has been approved by appropriate agencies. Century of West Virginia has completed interim remediation measures at two sites identified in the facility investigation, and we believe no further remediation will be required. A corrective measures study, which will formally document the conclusion of these activities, is being completed with the EPA. We believe a significant portion of the contamination on the two sites identified in the facility investigation is attributable to the operations of Kaiser, which had previously owned and operated the Ravenswood facility, and is the financial responsibility of Kaiser.

On September 28, 2004, the Bankruptcy Court for the District of Delaware approved an agreement by Kaiser to transfer its environmental liability at Ravenswood to TRC Companies, Inc. and TRC Environmental Corporation. The Bankruptcy Court also approved an agreement between, Kaiser, TRC, Century of West Virginia and Pechiney Rolled Products, Inc., effective as of September 1, 2004, pursuant to which TRC assumed all of Kaiser’s environmental liabilities at Ravenswood. TRC also purchased insurance in amounts we believe are sufficient to cover the costs of any TRC liability at Ravenswood. Also, as of September 1, 2004, Century of West Virginia and Pechiney entered into an agreement releasing Century of West Virginia from all of the environmental indemnification obligations for Kaiser-related matters arising out of the Century of West Virginia’s 1999 sale of the Ravenswood rolling mill to Pechiney.

Mt. Holly Facility

We are not aware of any material cost of environmental compliance or any material environmental liability for which we would be responsible at the Mt. Holly facility.

Nordural Facility

Nordural is subject to various Icelandic and other environmental laws and regulations. These laws and regulations are subject to change, which changes could result in increased costs. Operating in a foreign country exposes us to political, regulatory, currency and other related risks. The Nordural facility, built in 1998, uses technology currently defined to be “best available technology” under the European Union’s Integrated Pollution Prevention and Control Directive of 1996, or IPPC. The operational restrictions for the Nordural facility, as determined by the Icelandic Minister for the Environment, are set forth in the facility’s operating license. The license currently allows for both the facility’s current and planned expansion capacity.

Vialco

We are party to an EPA administrative order on consent pursuant to which other past and present owners of an alumina refining facility at St. Croix, Virgin Islands 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. Lockheed Martin Corporation, which sold the facility to one of our affiliates, Virgin Islands Alumina Corporation, or Vialco, in 1989, has tendered indemnity and defense of this matter to Vialco pursuant to terms of the asset purchase agreement between Lockheed and Vialco. Our management does not believe Vialco’s liability under the order or its indemnity to Lockheed will require material payments. Through September 30, 2004, we have expended approximately $0.4 million on the Recovery Plan. Although there is no limit on the obligation to make indemnification payments, we expect the future potential payments under this indemnification will be approximately $0.2 million which may be offset in part by sales of recoverable hydrocarbons.

We, along with others, including former owners of our former St. Croix facility, received notice of a threatened lawsuit alleging natural resource damages involving the subsurface contamination at the facility. We have entered into a joint defense agreement with the other parties who received notification of the threatened lawsuit. While it is not presently possible to determine the outcome of this matter, our known liabilities with respect to this and other matters relating to compliance and cleanup, based on current information, are not expected to be material and should

not materially adversely affect our operating results. However, if more stringent compliance or cleanup standards under environmental laws or regulations are imposed, previously unknown environmental conditions or damages to natural resources are discovered, or if contributions from other responsible parties with respect to sites for which we have cleanup responsibilities are not available, we may be subject to additional liability, which may be material.

The Gramercy Assets

On October 1, 2004, we and Noranda Finance Inc. jointly acquired the assets of the Gramercy alumina plant located near Gramercy, Louisiana, from Kaiser with bankruptcy court approval. Prior to closing, we and Noranda performed a pre-purchase due diligence investigation of the environmental conditions present at the Gramercy facility. The results of this investigation were submitted to state regulatory officials. In addition, as part of this submittal, we and Noranda agreed to undertake certain specified remedial activities at the Gramercy plant. As a result of this submittal, state environmental officials have confirmed that we and Noranda met the conditions for bona fide prospective purchase protections against liability for pre-existing environmental conditions at the facility. Accordingly, we do not believe we face any contingent environmental liabilities of a material nature resulting from our purchase of the Gramercy facility.

In conjunction with the purchase of the Gramercy facility, we and Noranda jointly purchased Kaiser’s 49% interest in Kaiser-Jamaica Bauxite Company, or KJBC, a partnership located in Jamaica and 51% owned by the Jamaican government. Now reconstituted as St. Ann Jamaican Bauxite Partnership, the entity carries out bauxite mining, drying, storage and shipping operations. We and Noranda performed a pre-purchase due diligence investigation of the KJBC operations which disclosed no significant environmental liabilities or regulatory non-compliance. While it is impossible to predict what future environmental requirements might be, we do not believe that the acquisition of KJBC presents us with any material environmental liabilities.

Employees and Labor Relations

Domestic Facilities

We employ a work force of approximately 1,450 persons in the United States, consisting of 1,160 hourly employees and 290 salaried employees. We have approximately 540 hourly employees and 110 salaried employees at the Ravenswood facility, and approximately 620 hourly employees and 167 salaried employees at the Hawesville facility. The bargaining unit employees at the Ravenswood and Hawesville facilities are represented by the USWA. The employees at the Mt. Holly facility are employed by Alcoa and are not unionized. Our corporate office, located in Monterey, California, has 13 salaried employees.

The represented bargaining unit employees at the Ravenswood facility are covered by a labor agreement with the USWA that expires May 31, 2006. The agreement calls for fixed increases in hourly wages and provides for certain benefit adjustments each year.

In connection with the Hawesville acquisition, we negotiated a five-year collective bargaining agreement, expiring March 31, 2006, which covers all of the represented hourly employees at the Hawesville facility. The agreement provides for fixed increases in hourly wages in the first, third, fourth and fifth years and certain benefit adjustments over the life of the agreement.

See “The Gramercy Acquisition” for a description of the work force employed at the Gramercy plant and Jamaican bauxite operations.

Nordural

In Iceland, we employ 195 people at the Nordural facility, of whom 163 are hourly employees and 32 are salaried. There are six national labor unions represented in Nordural’s unionized work force. The current labor contract with these unions, which sets forth the work rules and wages for the covered employees, expires on December 31, 2004. A new contract is expected to be settled early in 2005. Nordural expects to hire up to 160 new employees for the expansion, comprised of approximately 155 hourly employees and 5 salaried employees.

Benefit Plans

We maintain noncontributory defined benefit pension plans for all hourly and salaried employees and we contribute to a multi-employer benefit plan for the hourly employees at the Hawesville facility. In addition, we maintain post-retirement healthcare and life insurance benefit plans and defined contribution 401(k) plans for our salaried and hourly employees. Our management believes that relations with our employees are good.

Legal Proceedings

Prior to Kaiser’s bankruptcy, we were a named defendant, along with Kaiser and many other companies, in civil actions brought by employees of third party contractors who alleged asbestos-related diseases arising out of exposure at facilities where they worked, including the Ravenswood facility. All of those actions relating to the Ravenswood facility have been dismissed or resolved with respect to us and Kaiser. Only 14 plaintiffs were able to show they had been on the Ravenswood premises during the period we owned the plant, and the parties have agreed to settle all of those claims for non-material amounts. We are awaiting receipt of final documentation of those settlements and the entry of dismissal orders. We do not expect the Kaiser’s bankruptcy will have any effect on the settlements reached on those asbestos claims. Since Kaiser’s bankruptcy, we were named in additional actions based on similar allegations with unspecified monetary claims against us, 75 of which remain outstanding. To the best of our knowledge, of the remaining civil actions, only two of the claimants were in the Ravenswood facility during our ownership, and both were employees of Kaiser and Century.

We have pending against us or may be subject to various other lawsuits, claims and proceedings related primarily to employment, commercial, environmental and safety and health matters. Although it is not presently possible to determine the outcome of these matters, our management believes the ultimate disposition will not have a material adverse effect on our financial condition, results of operations, or liquidity. For a description of certain environmental matters involving our company, see “ — Environmental Matters” included elsewhere in this prospectus.

MANAGEMENT

Executive Officers

The following table sets forth certain information concerning our executive officers. Each such person serves at the discretion of our board of directors.


			Business Experience and Principal Occupation or Employment
Name	Age		During the Past 5 Years; Positions Held with Century Aluminum
Craig A. Davis⁽¹⁾		64	Our Chairman for more than five years; our Chief Executive Officer for more than five years.

Gerald J. Kitchen		64	Our Executive Vice President, General Counsel and Chief Administrative Officer for more than five years.

David W. Beckley		60	Our Executive Vice President and Chief Financial Officer for more than five years.

E. Jack Gates		62	Our Executive Vice President and Chief Operating Officer since October 2003; Vice President, Reduction Operations since December 2000; President and Chief Executive Officer of F.G. Pruitt, Inc., from 1997 until December 2000; various management positions with Reynolds Metals Company from 1964 until 1997.

Daniel J. Krofcheck		51	Our Vice President and Treasurer for more than five years.

Steve Schneider		49	Our Vice President and Corporate Controller since April 2002; our Corporate Controller since April 2001; Private Business Consultant from 2000 through April 2001; various management positions with Alcoa from 1977 until 2000.

Peter C. McGuire		56	Our Vice President and Associate General Counsel since April 2002; Our Associate General Counsel for more than five years.

(1)

Mr. Davis, who served as our Chief Executive Officer prior to January 1, 2003, was elected our Chief Executive Officer on October 15, 2003.

Directors

Our board of directors consists of eight members, divided into three classes: Class I, Class II and Class III. Directors in each class are elected to serve for three-year terms, with each class standing for election in successive years.

Class III Directors with Terms to Expire in 2005


		Business Experience and Principal Occupation or
Name and Age		Employment During Past 5 Years; Other Directorships	Director Since
Craig A. Davis	64	Our Chief Executive Officer since October 15, 2003; our Chairman of the Board since August 1995; our Chairman and Chief Executive Officer from August 1995 to December 2002; Director of Glencore International AG since December 1993 and Executive of Glencore from September 1990 to June 1996.		1995

Robert E. Fishman, Ph.D.⁽¹⁾⁽³⁾	52	Senior Vice President of Calpine Corporation since 2001; President of PB Power, Inc. from 1998 to 2001 and Senior Vice President from 1991 to 1998.		2002

William R. Hampshire⁽¹⁾⁽²⁾	76	Our Vice-Chairman of the Board since August 1995; independent consultant since 1990; former President and Chief Executive Officer of Howmet Aluminum Corporation.		1995

Class I Directors with Terms to Expire in 2006


		Business Experience and Principal Occupation or
Name and Age		Employment During Past 5 Years; Other Directorships	Director Since
Roman A. Bninski⁽¹⁾	58	Partner, law firm of Curtis, Mallet-Prevost, Colt & Mosle LLP, New York, New York since 1984.		1996


		Business Experience and Principal Occupation or
Name and Age		Employment During Past 5 Years; Other Directorships	Director Since
Stuart M. Schreiber	50	Founder and Managing Director of Integis, Inc. since 1997; former partner of Heidrick & Struggles from 1988 to 1997.		1999

Willy R. Strothotte⁽⁴⁾⁽⁵⁾	60	Chairman of the Board of Glencore International AG since 1994 and Chief Executive Officer from 1993 to December 2001; Chairman of the Board of Xstrata AG (formerly Südelektra Holding AG) since 1990.		1996

Class II Directors with Terms to Expire in 2007


		Business Experience and Principal Occupation or
Name and Age		Employment During Past 5 Years; Other Directorships	Director Since
John C. Fontaine⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾	73	Of Counsel, law firm of Hughes Hubbard & Reed LLP since January 2000 and partner from July 1997 to December 1999; President of Knight-Ridder, Inc. from July 1995 to July 1997; Chairman of the Samuel H. Kress Foundation; Trustee of the National Gallery of Art.		1996

John P. O’Brien⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾	63	Managing Director of Inglewood Associates Inc. since 1990; Chairman of Allied Construction Products since March 1993; Director of Oglebay Norton Company since April 2003; Director of International Total Services, Inc. from August 1999 to January 2003; Director of American Italian Pasta Company from March 1997 to November 2002; Chairman and CEO of Jeffrey Mining Products L.P. from October 1995 to June 1999.		2000

(1)		Independent director under NASD Marketplace Rule 4200(a)(15).

(2)		Member of Compensation Committee.

(3)		Member of Audit Committee.

(4)		Member of Nominating Committee.

(5)		Mr. Strothotte was designated to serve as one of our directors by Glencore International AG.

Directors’ Compensation

Directors who are our full-time salaried employees are not compensated for their service on our board of directors or on any Board Committee. Non-employee directors receive an annual retainer of $25,000 for their services, except for the Vice-Chairman who receives an annual retainer of $30,000. In addition, each non-employee director received a fee of $2,000 during 2003 for each Board or Board Committee meeting attended, except for Mr. O’Brien, who, in his capacity as Chairman of the Audit Committee, received $3,000 per Audit Committee meeting attended. All directors are reimbursed for their travel and other expenses incurred in attending Board and Board Committee meetings.

Under our Non-Employee Directors Stock Option Plan, each director who is not our employee received a one-time grant of options to purchase 10,000 shares of common stock, and the Vice-Chairman received a one-time grant of options to purchase 25,000 shares of common stock. Such grants for Messrs. Bninski and Hampshire became effective upon the consummation of our initial public offering at an exercise price equal to the initial public offering price, while grants to Messrs. Fishman, Fontaine, O’Brien, Schreiber, and Strothotte became effective upon their election as directors at an exercise price equal to the market price of our common stock at such times. One-third of the options vested on the grant date, and an additional one-third will vest or vested on each of the first and second anniversaries of the grant date. In addition, the Non-Employee Directors Stock Option Plan provides for annual grants of options to each non-employee director continuing in office after the annual meeting of stockholders each year at an exercise price equal to the market price of such shares on the date of the grant. During 2003, non-employee directors each received options to purchase 3,000 shares.

Executive Compensation

Summary Compensation Table

The following table sets forth information with respect to the compensation paid or awarded by us the two individuals who served as Chief Executive Officer and the four other most highly compensated executive officers, or the named executive officers, for services rendered in all capacities during 2001, 2002 and 2003.

Summary Compensation Table


											Long-Term
											Compensation
						Annual Compensation					Awards/Payouts
									Other
									Annual
Name and									Compensation		LTIP		All Other
Principal Position	Year		Salary ($)			Bonus ($)			($)⁽¹⁾		Payouts ($)⁽²⁾		Compensation ($)⁽³⁾
Craig A. Davis⁽⁴⁾		2003	$	558,333		$	525,000			-0-	$	1,092,036	$	8,400
Chairman and Chief		2002	$	728,708		$	390,000		$	91,283		-0-	$	7,200
Executive Officer		2001	$	705,679		$	486,000			-0-		-0-	$	6,120
Gerald A. Meyers⁽⁵⁾		2003	$	439,521	⁽⁵⁾	$	175,000	⁽⁵⁾	$	28,579	$	480,761	$	660,205	⁽⁶⁾
Chief Executive		2002	$	329,825		$	115,000		$	42,336		-0-	$	9,005
Officer (resigned)		2001	$	323,189		$	157,500		$	31,038		-0-	$	7,925
Gerald J. Kitchen		2003	$	269,333		$	130,000			-0-	$	292,917	$	27,179
Executive Vice		2002	$	264,897		$	85,000		$	41,808		-0-	$	30,745
President, General		2001	$	259,439		$	122,500		$	25,586		-0-	$	9,585
Counsel, Chief Administrative
Officer and Secretary
David W. Beckley		2003	$	266,896		$	129,000			-0-	$	289,929	$	10,845
Executive Vice		2002	$	260,905		$	85,000			-0-		-0-	$	9,645
President and Chief		2001	$	257,220		$	121,250		$	25,589		-0-	$	9,920
Financial Officer
E. Jack Gates⁽⁷⁾		2003	$	235,842		$	125,000			-0-	$	165,539	$	13,114
Executive Vice		2002	$	189,000		$	80,000			-0-		-0-	$	8,690
President and		2001	$	182,292		$	129,914	⁽⁸⁾		-0-		-0-	$	82,456	⁽⁹⁾
Chief Operating Officer
Daniel J. Krofcheck		2003	$	187,135		$	86,000		$	5,795	$	159,340	$	14,456
Vice President and		2002	$	179,884		$	75,000			-0-		-0-	$	13,870
Treasurer		2001	$	172,802		$	100,000			-0-		-0-	$	8,964

(1)		Represents reimbursement of interest on funds borrowed to pay estimated taxes due upon the vesting of performance share grants.

(2)		LTIP Payouts for 2003 represent the value realized by the named executive officers for performance share units that vested based on our achievement of award targets for the three-year period from 2001 through 2003, as determined by our Compensation Committee on April 13, 2004. The value of the vested performance share

		units was calculated using a per share price of $24.35, the last reported sale price of our common stock on the NASDAQ National Market on April 13, 2004, the date of vesting. Also includes accrued dividend equivalents paid to Messrs. Davis, Meyers, Kitchen, Beckley, Gates and Krofcheck upon the vesting of the performance share units in the amounts of $15,474, $6,812, $4,151, $4,108, $2,346 and $2,258, respectively.

(3)		All other compensation is comprised of our matching contributions under our Defined Contribution Retirement Plan for each of the named executive officers. In 2003, those contributions were $8,400 for each of Messrs. Davis, Meyers, Kitchen, Beckley and Gates and $6,680 for Mr. Krofcheck. All other compensation also includes Company-paid life insurance premiums in 2003 in the amounts of $1,805, $3,465, $2,445, $4,055 and $3,415 for Messrs. Meyers, Kitchen, Beckley, Gates and Krofcheck, respectively, and $15,314, $4,361, and $659 for imputed interest income for below-market interest rate tax loans for Messrs. Kitchen, Krofcheck, and Gates, respectively. See also footnotes 6 and 9.

(4)		Mr. Davis served as Chairman and Chief Executive Officer until January 1, 2003, when he was succeeded as Chief Executive Officer by Gerald A. Meyers. Mr. Davis continued to serve as Chairman of the Board of Directors and was elected as Chief Executive Officer on October 15, 2003 following Mr. Meyers’ resignation from that position.

(5)		Mr. Meyers served as our President and Chief Operating Officer until January 1, 2003, when he succeeded Craig A. Davis as Chief Executive Officer. Mr. Meyers resigned as Chief Executive Officer in October 2003. Under the terms of our severance arrangement with Mr. Meyers, which is described in more detail under “Severance Compensation Arrangements” below, Mr. Meyers will receive his full salary and an agreed bonus and benefits through December 31, 2004.

(6)		Amount set forth under “All Other Annual Compensation” includes $475,000 and $175,000, which represents the salary and bonus, respectively, to be paid to Mr. Meyers during the year ended December 31, 2004 pursuant to our severance arrangement with Mr. Meyers.

(7)		Mr. Gates was elected Executive Vice President effective April 1, 2003.

(8)		Includes $34,782 which represents the dollar value of a special stock grant of 2,645 shares made by us to Mr. Gates on December 14, 2001, based on the average sales price of our common stock on the NASDAQ National Market of $13.15 per share on January 2, 2002, the date the shares vested. Also includes accrued dividend equivalents of $132 on such shares which were paid to Mr. Gates upon vesting.

(9)		Includes one-time relocation and related costs in the amount of $75,750 relating to Mr. Gates’ relocation to Owensboro, Kentucky.

Aggregated Option Exercises in Last Fiscal Year and Fiscal Year End Option Value Table

The following table sets forth information regarding the shares acquired and value realized by the named executive officers upon the exercise of options during 2003 and the aggregate number and value of options held by the named executive officers at December 31, 2003.

Aggregated Option Exercises In Last Fiscal Year and FY-End Option Values


					Number of Shares
					Underlying				Value of
	Shares Acquired On		Value Realized		Unexercised Options				Unexercised Options
Name	Exercise (#)		($)⁽¹⁾		at December 31, 2003 (#)				at December 31, 2003 ($)⁽²⁾
					Exercisable		Unexercisable		Exercisable		Unexercisable
Craig A. Davis		—		—		150,000		0	$	901,500		—
Gerald A. Meyers		40,000	$	329,199		60,000		0	$	360,600		—
Gerald J. Kitchen		—		—		61,666		0	$	370,613		—
David W. Beckley		—		—		80,000		0	$	480,800		—
E. Jack Gates		—		—		20,000		0	$	239,200		—
Daniel J. Krofcheck		—		—		10,000		0	$	27,600		—

(1)		The value realized represents the difference between the exercise price of the options and the last reported sale price of our common stock on the NASDAQ National Market on December 22, 2003, the date the options were exercised.

(2)		The last reported sale price for our common stock on the NASDAQ National Market on December 31, 2003 was $19.01 per share. Value is calculated on the basis of the difference between the respective option exercise prices and $19.01, multiplied by the number of shares of common stock underlying the respective options.

Long-Term Incentive Plan Awards Table

The following table sets forth information with respect to performance shares awarded to the named executive officers during 2003 under our 1996 Stock Incentive Plan.

Long-Term Incentive Plans - Awards in Last Fiscal Year



			Performance or		Estimated Future Common Stock Payouts
	Performance		Other Period Until Maturation or		Under Non-Stock Price-Based Plans
Name	Shares (#)⁽¹⁾		Payout		Threshold (#)		Target (#)⁽²⁾		Maximum (#)⁽³⁾
Craig A. Davis		75,025		2003-2005		-0-		75,025		112,538
Gerald A. Meyers⁽⁴⁾		65,272		2003-2005		-0-		65,272		97,908
Gerald J. Kitchen		31,044		2003-2005		-0-		31,044		46,566
David W. Beckley		30,723		2003-2005		-0-		30,723		46,085
E. Jack Gates		26,259		2003-2005		-0-		26,259		39,389
Daniel J. Krofcheck		16,689		2003-2005		-0-		16,689		25,034

(1)

Performance shares represent shares of our common stock that, upon vesting, are issued to the award recipient. Except as described herein, performance shares are forfeited if the award recipient is not

			employed full-time by us at the end of the award cycle period. In the event of death, disability or retirement, the award recipient will receive a pro rata award based upon the number of weeks employed during the award cycle period. To the extent dividends are paid on our common stock, dividend equivalents accrue on performance shares and are paid upon vesting.

	(2)		Target payouts represent the target number of shares that will vest if we achieve specified performance targets, or award targets, in their entirety for the period. Award targets are based upon guidelines adopted under the 1996 Stock Incentive Plan. The Compensation Committee of the Board of Directors has retained full discretion to modify awards under the guidelines. If award targets are not achieved in their entirety, awards may be adjusted downward or eliminated in their entirety. In addition, regardless of performance against award targets, the committee’s discretion includes the right to determine that, should circumstances warrant, no award would be payable.

	(3)		Maximum payouts represent the maximum number of shares that the Compensation Committee is authorized to award if we exceed all of our award targets. In cases where the target is exceeded, the number of shares vested in excess of the target number of shares is calculated by converting the excess award into cash and reconverting the excess award into shares at the greater of (i) the share price at the time of the award, or (ii) the average share price for the month preceding the month in which the shares vest.

	(4)		Mr. Meyers resigned in October 2003; however, for purposes of vesting of the performance shares previously awarded to him under the 1996 Stock Incentive Plan, he will be treated as though he was employed through 2004.

Pension Plan Table

We maintain a non-contributory defined benefit pension plan for our salaried employees who meet certain eligibility requirements. The following table shows estimated annual benefits payable upon retirement in specified compensation and years of service classifications. The figures shown include supplemental benefits payable to the named executive officers, exclusive of benefits payable under the enhanced supplemental retirement plan described below.


		Years of Credited Service
Remuneration		5		10		15		20		25		30		35		40
$	100,000	$	7,500	$	15,000	$	22,500	$	30,000	$	37,500	$	45,000	$	52,500	$	60,000
$	200,000	$	15,000	$	30,000	$	45,000	$	60,000	$	75,000	$	90,000	$	105,000	$	120,000
$	300,000	$	22,500	$	45,000	$	67,500	$	90,000	$	112,500	$	135,000	$	157,500	$	180,000
$	400,000	$	30,000	$	60,000	$	90,000	$	120,000	$	150,000	$	180,000	$	210,000	$	240,000
$	500,000	$	37,500	$	75,000	$	112,500	$	150,000	$	187,500	$	225,000	$	262,500	$	300,000
$	600,000	$	45,000	$	90,000	$	135,000	$	180,000	$	225,000	$	270,000	$	315,000	$	360,000
$	700,000	$	52,500	$	105,000	$	157,500	$	210,000	$	262,500	$	315,000	$	367,500	$	420,000
$	800,000	$	60,000	$	120,000	$	180,000	$	240,000	$	300,000	$	60,000	$	420,000	$	480,000
$	900,000	$	67,500	$	135,000	$	202,500	$	270,000	$	337,500	$	405,000	$	472,500	$	540,000
$	1,000,000	$	75,000	$	150,000	$	225,000	$	300,000	$	375,000	$	450,000	$	525,000	$	600,000
$	1,100,000	$	82,500	$	165,000	$	247,500	$	330,000	$	412,500	$	495,000	$	577,500	$	660,000
$	1,200,000	$	90,000	$	180,000	$	270,000	$	360,000	$	450,000	$	540,000	$	630,000	$	720,000
$	1,300,000	$	97,500	$	195,000	$	292,500	$	390,000	$	487,500	$	585,000	$	682,500	$	780,000
$	1,400,000	$	105,000	$	210,000	$	315,000	$	420,000	$	525,000	$	630,000	$	735,000	$	840,000

The plan provides lifetime annual benefits starting at age 62 equal to twelve (12) multiplied by the greater of: (i) 1.5% of final average monthly compensation multiplied by years of credited service (up to 40 years), or (ii) $22.25 multiplied by years of credited service (up to 40 years), less the total monthly vested benefit payable as a life annuity at age 62 under plans of a predecessor. Final average monthly compensation means the highest monthly average for 36 consecutive months in the 120-month period ending on the last day of the calendar month completed at or prior

to a termination of service. Participants’ pension rights vest after a five-year period of service. An early retirement benefit (actuarially reduced beginning at age 55) and a disability benefit are also available.

The compensation covered by the plan includes all compensation, subject to certain exclusions, before any reduction for 401(k) contributions, subject to the maximum limits under the Internal Revenue Code of 1986, as amended, or the Code. The years of credited service for Messrs. Davis, Kitchen, Beckley, Gates and Krofcheck at December 31, 2003, were approximately 11, 8, 8, 3 and 6, respectively. For purposes of calculating pension benefits, our severance arrangement with Mr. Meyers provides that he will be treated as if employed through December 31, 2004, which represents 12 years of credited service.

Enhanced Supplemental Retirement Plan

We adopted an enhanced supplemental retirement benefit plan, or enhanced SRP, in 2001 in order to permit selected senior executives to achieve estimated levels of retirement income when, due to the executive’s age and potential years of service at normal retirement age, benefits under our existing qualified and nonqualified defined benefit pension plans are projected to be less than a specified percentage of the executive’s estimated final average annual pay. Messrs. Davis, Meyers, Kitchen and Beckley were selected to participate in this plan at fifty percent (50%) of their estimated final average compensation during each executive’s final five years of service. We believe this level of retirement benefits is commensurate with retirement benefits paid to senior executives of comparable companies. Under the enhanced SRP, these senior executives will be entitled to receive an annual supplemental retirement benefit in the following amounts if, from January 1, 2001, they remain employed by us for a period of four years in the case of Mr. Davis and five years in the cases of Messrs. Kitchen and Beckley: Craig A. Davis, $425,000; Gerald J. Kitchen, $145,000; and David W. Beckley, $145,000.

If an executive’s employment is terminated prior to the end of the requisite period, the annual supplemental retirement benefit will be reduced pro rata for each year of employment less than the required four or five years. However, an executive will receive the full benefit in the event of disability, change in control or termination of employment without cause. Pursuant to the terms of our severance arrangement with Mr. Meyers, he received a full five years credit under the enhanced SRP, which will entitle him to receive an annual supplemental retirement benefit of $200,000. Mr. Meyers will begin receiving payments under the enhanced SRP when eligible for retirement benefits under our qualified retirement plan. We have invested funds to meet the enhanced SRP obligations through the purchase of key-man life insurance policies on the lives of the participating executives. The policies are owned by us and have been placed in Rabbi Trusts to secure our payment obligations.

Employment Agreements

We entered into employment agreements with each of Messrs. Craig A. Davis, Gerald A. Meyers, Gerald J. Kitchen and David W. Beckley, effective January 1, 2002, providing for terms of employment of three years. We entered into an employment agreement with Mr. E. Jack Gates, effective October 14, 2003, providing for a term of employment of two years.

On January 1, 2003, Mr. Meyers succeeded Mr. Davis as our Chief Executive Officer. Mr. Davis remained chairman of the Board of Directors. Mr. Meyers resigned from his position as Chief Executive Officer on October 15, 2003 and the Board of Directors elected Mr. Davis as his replacement. We subsequently amended and restated Mr. Davis’ employment agreement, effective December 9, 2003, to increase Mr. Davis’ compensation and benefits based on his additional responsibilities as Chief Executive Officer and to extend the term of his employment agreement through December 31, 2005. We also amended the employment agreements of Messrs. Kitchen and Beckley, effective December 9, 2003, to extend the terms of their employment agreements through December 31, 2005 and to effect increases in compensation and benefits authorized by the Compensation Committee.

The employment agreements with Messrs. Davis, Kitchen, Beckley and Gates provide that their base salaries may not be reduced below $780,000, $274,000, $272,000 and $300,000 per year, respectively. The agreements further provide that the base salaries are subject to increase from time to time at the discretion of the Board of Directors. In addition, the executives are eligible for bonuses in accordance with our annual incentive plan and stock option grants and performance share awards under our 1996 Stock Incentive Plan. Under the terms of Mr. Davis’ agreement, he will be eligible to receive a retention bonus on or before the end of 2005 equal to one year of his then-current base pay and a success bonus, in an amount to be determined by the Compensation Committee, if we consummate one or more transactions which are deemed to have “transformed” us. The agreements of Messrs. Davis, Kitchen, Beckley and Gates also provide that the executives will receive, in addition to the enhanced SRP

described above, unfunded supplemental executive retirement benefits in addition to any benefits received under Century’s qualified retirement plans. The supplemental benefit for each executive will be equal to the amount that would normally be paid under Century’s qualified retirement plans if there were no limitations under Sections 415 and 401(a)(17) of the Code and as if the executives were fully vested in the qualified retirement plan benefits. In the event of termination of employment “without cause,” the terminated executive will be entitled to receive termination payments equal to 100% of his base salary and bonus (based on the highest annual bonus payment within the prior three years) for the remainder of the term of the agreement (with a minimum of one year’s salary plus bonus). Any termination payments under the employment agreements may not be duplicated under the severance compensation agreements described below.

Severance Compensation Arrangements

We are party to severance compensation agreements with each of Messrs. Craig A. Davis, Gerald J. Kitchen, David W. Beckley and E. Jack Gates. The agreements provide that if within 36 months following a change in control of the company, the executive’s employment is terminated either: (i) by us for other than cause or disability, or (ii) by such executive for good reason, then such executive will receive a lump sum payment equal to three times the aggregate of the highest base salary and the highest bonus received by such executive in any of the most recent five years. Also, in the event of a change in control, the exercisability of stock options and the vesting of performance shares held by such executives will be accelerated.

The Code imposes certain excise taxes on, and limits the deductibility of, certain compensatory payments made by a corporation to or for the benefit of certain individuals if such payments are contingent upon certain changes in the ownership or effective control of the corporation or the ownership of a substantial portion of the assets of the corporation, provided that such payments to the individual have an aggregate present value in excess of three times the individual’s annualized includible compensation for the base period, as defined in the Code. The agreements provide for additional payments to the executives in order to fully offset any excise taxes payable by an executive as a result of the payments and benefits provided in the severance compensation agreements.

The Compensation Committee approved a severance compensation package for Gerald A. Meyers effective October 15, 2003, the date of Mr. Meyers’ resignation as Chief Executive Officer of us, which provides for the following: (i) a base salary of $475,000 per annum through December 31, 2004, (ii) an annual bonus of $175,000 for calendar years 2003 and 2004 (which equals the highest bonus received by Mr. Meyers during the prior three years), (iii) deemed employment through December 31, 2004 for purposes of determining grants under our long-term incentive program and service credit under our pension plan, (iv) participation at the 100% level for performance shares awarded to Mr. Meyers under our long-term incentive plan for plan periods 2001 through 2003 and 2002 through 2004 and participation at a 66.7% level for the plan period 2003 through 2005, (v) credit for five years of service under our enhanced SRP, (vi) the extension of the exercise period for options granted to Mr. Meyers under our 1996 Stock Incentive Plan from the date of his resignation, as provided in the original grant, to March 27, 2006, the original expiration date for such options, (vii) payment of certain insurance premiums through December 31, 2004, and (viii) payment of other non-material expenses.

Compensation Committee Interlocks and Insider Participation

During 2003, the members of the Compensation Committee were Messrs. John C. Fontaine, William R. Hampshire and John P. O’Brien. Mr. Hampshire served as President and Chief Operating Officer of Century Aluminum of West Virginia, Inc. (formerly Ravenswood Aluminum Corporation and a subsidiary of Century Aluminum Company) from April 1992 through January 1993.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

Purchases of Alumina and Primary Aluminum from Glencore

In 2001, 2002 and 2003, we purchased alumina and primary aluminum from Glencore International AG and its subsidiaries. These purchases, which were made at market prices, aggregated $20.0 million in 2001, $97.5 million in 2002 and $99.2 million in 2003. During 2001, we purchased from Glencore approximately 46% of our alumina requirements for our 49.7% interest in the Mt. Holly facility under a supply contract which runs through January 31, 2008. In April 2001, we entered into two five-year contracts with Glencore, which run through 2006, under which Glencore agreed to supply the remaining 54% of our alumina requirements at the Mt. Holly facility and all of our alumina requirements at our Ravenswood facility beginning January 1, 2002. During 2002 and 2003, we purchased from Glencore all of our alumina requirements for our interest in the Mt. Holly facility and our Ravenswood facility under these separate supply contracts. Our alumina purchases from Glencore in 2001, 2002 and 2003 were made on an arms’-length basis at market prices.

Sales of Primary Aluminum to Glencore

We sold primary aluminum to Glencore in 2001, 2002 and 2003. For the years ended December 31, 2001, 2002 and 2003, net sales to Glencore amounted to $111.5 million, $107.6 million and $121.9 million, respectively, including any gains and losses realized on the settlement of financial contracts. Sales of primary aluminum to Glencore amounted to 17%, 15.1% and 16% of our total revenues in 2001, 2002 and 2003, respectively. Our primary aluminum sales to Glencore in 2001, 2002 and 2003 were made on an arms’-length basis at market prices.

We had a contract to sell to Glencore approximately 110 million pounds of primary aluminum produced at the Mt. Holly facility each year through December 31, 2009 at prices which were fixed from 2002 through 2009. In January 2003, we agreed to terminate and settle this contract for the years 2005 through 2009. At that time, we entered into a new contract with Glencore that requires us to deliver the same quantity of primary aluminum as did the original contract for those years. The new contract provides for variable pricing determined by reference to the LME price for primary aluminum for the years 2005 through 2009. For deliveries through 2004, the price for primary aluminum delivered is to remain fixed.

On April 1, 2003, we received $35.5 million from Glencore, $26.1 million of which relates to the settlement of the original contract for the years 2005 through 2009, and $9.4 million of which represents the fair value of the new contract. Apart from the original contract, we had forward-delivery commitments to sell to Glencore 5.6 million pounds of primary aluminum at September 30, 2004 and 53.5 million pounds of primary aluminum at December 31, 2003.

As of September 30, 2004, we had outstanding forward financial sales contracts with Glencore for 549.7 million pounds of primary aluminum, of which 538.7 million pounds were designated as cash flow hedges. As of December 31, 2003, we had outstanding forward financial sales contracts with Glencore for 102.9 million pounds of primary aluminum, of which 58.8 million pounds were designated as cash flow hedges. These financial instruments are scheduled for settlement at various dates in 2004 through 2007. We intend to continue to enter into hedging arrangements with Glencore in the future.

Hawesville Acquisition and Concurrent Sale of 20% Interest to Glencore

On April 2, 2001, we completed the acquisition of the Hawesville facility from Southwire Company, a privately held wire and cable manufacturing company. The purchase price was $466.8 million, plus the assumption of $7.8 million aggregate principal amount of industrial revenue bonds related to the Hawesville facility. As part of the acquisition, we agreed to make additional post-closing payments to Southwire of up to $7.0 million based on the LME price for aluminum during the seven years following the acquisition. No post-closing payments had been made to Southwire through December 31, 2003; however, if LME prices remain at or above current levels, Southwire will be entitled to receive the entire $7.0 million in 2005. The purchase price for the acquisition of the Hawesville facility was determined through arms’-length negotiations between us and Southwire.

We financed a portion of the cash purchase price for the acquisition of the Hawesville facility with $25.0 million in proceeds from the sale to Glencore of 500,000 shares of our convertible preferred stock. The convertible preferred stock was sold to Glencore pursuant to the terms of a convertible preferred stock purchase agreement,

dated as of March 30, 2001, between us and Glencore. The price and terms of the convertible preferred stock were determined through arms’-length negotiations between us and Glencore. On May 19, 2004, Glencore exercised its option to convert the convertible preferred stock into shares of our common stock at a price of $17.92 per share. We issued 1,395,089 shares of our common stock to Glencore in the conversion.

Concurrently with the closing of the Hawesville acquisition, we sold a 20% interest in the Hawesville facility and related rights to Glencore pursuant to the terms of an asset purchase agreement, dated April 2, 2001, between us and Glencore. The cash purchase price paid by Glencore to us was $97.8 million. Glencore also assumed direct responsibility for a pro rata portion of certain liabilities and obligations related to the Hawesville facility, including: (i) delivery obligations under a molten aluminum supply agreement, dated April 1, 2001, between us and Southwire, (ii) debt service obligations related to $7.8 million in industrial revenue bonds assumed by us in connection with our acquisition of the Hawesville facility, (iii) any post-closing payments due Southwire under the terms of our agreement with Southwire, and (iv) certain other post-closing liabilities and obligations (including environmental) related to the Hawesville facility. We and Glencore had entered into an owners agreement concurrently with the closing of sale to Glencore which, notwithstanding their separate ownership of specific assets at the Hawesville facility, provided that each party is entitled to a pro rata portion of the aggregate production of the Hawesville facility and is obligated to pay its pro rata portion of the expenses of the facility. In addition, the owners agreement had provided that Glencore would pay to us a management fee equal to 0.75% of the value of the primary aluminum produced for Glencore at the Hawesville facility as compensation for our services as operator of the facility.

Acquisition of Remaining Interest in the Hawesville Facility

On April 1, 2003, we acquired the remaining 20% interest in the Hawesville facility owned by Glencore, together with certain related assets, for a purchase price of $99.4 million, which we financed with approximately $59.4 million in available cash and by issuing a six-year $40.0 million promissory note to Glencore. In the fourth quarter of 2003, we repaid $26.0 million of outstanding principal under the Glencore note. The payment consisted of a $1.0 million required payment and a $25.0 million prepayment of principal. In April 2004, we repaid the remaining $14.0 million of outstanding principal. The payment consisted of a $2.0 million required principal payment and an optional $12.0 million prepayment of principal. The Glencore note bore interest at a rate of 10% per annum and was due to mature on April 1, 2009.

Our purchase of the remaining 20% interest in the Hawesville facility was effected pursuant to the terms of an asset purchase agreement, dated as of April 1, 2003, among us, Glencore Ltd., Glencore Acquisition I LLC, and Hancock. The terms of the asset purchase agreement, including the purchase price paid for the remaining 20% interest in the Hawesville facility, were determined through arms’-length negotiations between the parties and approved by an independent committee of our board of directors.

Upon our acquisition of the remaining 20% interest in the Hawesville facility from Glencore in April 2003, we assumed all of Glencore’s obligations related to the Hawesville facility discussed above. We also issued a promissory note to Glencore to secure any payments Glencore might make as guarantor of a letter of credit we posted in April 2001 in support of the IRBs. In connection with this acquisition, we entered into a 10-year contract with Glencore commencing January 1, 2004, under which Glencore is required to purchase 45 million pounds per year of primary aluminum produced at the Ravenswood and Mt. Holly facilities at prices based on then-current markets.

Tolling Agreement with Glencore

On August 1, 2004, we entered into a ten-year LME-based alumina tolling agreement with Glencore for 198 million pounds of the expansion capacity at the Nordural facility. The term of the agreement will begin upon completion of the expansion, which is expected to be in late-2006.

Certain Business Relationships

Mr. Craig A. Davis, our Chief Executive Officer and Chairman, is a director of Glencore International AG and was an executive of Glencore International AG and Glencore AG from September 1990 until June 1996.

Mr. Willy R. Strothotte, one of our directors, is Chairman of the Board of Directors of Glencore International AG and served as its Chief Executive Officer from 1993 through 2001.

Mr. Roman A. Bninski, one of our directors, is a partner of Curtis, Mallet-Prevost, Colt & Mosle LLP, which furnishes legal services to us and Glencore.

Indebtedness of Management

Until July 30, 2002, we sponsored a program whereby we offered full-recourse loans to our executives to pay their tax liability upon the award of stock grants or the vesting of performance shares. Each tax loan is secured by the vested or awarded shares valued at not less than twice the amount of the tax loans and must be repaid on the earlier of: (i) the due date or January 2, 2017, (ii) on a pro rata basis upon the sale of any shares securing the tax loan prior to the due date, or (iii) 120 days following the termination of the executive’s employment. We pay the interest on the tax loan for each executive, which is equal to the applicable short-term federal funds rate, compounded semi-annually. In order to comply with the requirements of Section 402 of the Sarbanes-Oxley Act of 2002, we eliminated our tax loan and relocation loan programs effective July 30, 2002. Any loans outstanding under those programs as of such date will be repaid in accordance with their original terms.

During 2003, the following executives had amounts outstanding under our tax loan program:


		Largest Aggregate
		Amount of Tax		Aggregate Tax
		Loans Outstanding		Loans Outstanding
Name	Position	during 2003		at 11/15/2004
E. Jack Gates	Executive Vice President,	$	12,348	$	12,348
	Chief Operating Officer
Gerald J. Kitchen	Executive Vice President,	$	287,000	$	184,000
	General Counsel, Chief
	Administrative Officer and
	Secretary
Daniel J. Krofcheck	Vice President and	$	81,732		-0-
	Treasurer
Peter C. McGuire	Vice President and	$	68,992	$	33,992
	Associate General Counsel
Steve Schneider	Vice President and	$	7,724		-0-
	Corporate Controller

Prior to July 30, 2002, as part of our relocation assistance program, we offered eligible employees full-recourse loans for the purpose of paying applicable relocation expenses, including expenses related to the purchase of a home. In 2001, Steve Schneider, one of our vice presidents, obtained $345,000 in loans from us as part of the commencement of his employment with us. Of that total, $145,000 was repaid by Mr. Schneider in April 2002. The remaining $200,000 was borrowed by Mr. Schneider under the terms of a promissory note, secured by a deed of trust on Mr. Schneider’s home. The promissory note bore interest at a rate of 6% per annum until July 15, 2003, and thereafter at a rate of 8% per annum. Mr. Schneider repaid the promissory note in September 2003.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

As of November 30, 2004, we had 32,033,464 shares of our common stock outstanding. The following table sets forth certain information concerning the beneficial ownership of our common stock as of November 23, 2004 (except as otherwise noted) by (i) each person known by us to be the beneficial owner of five percent or more of the outstanding shares of common stock, (ii) each of our directors, (iii) each of our executive officers named in the summary compensation table under “Management – Executive Compensation”, and (iv) all of our directors and executive officers as a group.


	Amount and Nature of
Name of Beneficial Owner	Beneficial Ownership⁽¹⁾			Percentage of Class
Glencore International AG		9,320,089	⁽²⁾		29.1
David W. Beckley		68,012			*
Roman A. Bninski		25,750	⁽³⁾		*
Craig A. Davis		217,290	⁽⁴⁾		*
Robert E. Fishman		6,250	⁽⁵⁾		*
John C. Fontaine		9,500	⁽⁶⁾		*
E. Jack Gates		18,140	⁽⁷⁾		*
William R. Hampshire		18,975	⁽⁸⁾		*
Gerald J. Kitchen		65,393			*
Daniel J. Krofcheck		39,920	⁽⁹⁾		*
John P. O’Brien		24,250	⁽¹⁰⁾		*
Stuart M. Schreiber		21,250	⁽¹¹⁾		*
Willy R. Strothotte		25,750	⁽¹²⁾		*
All directors and executive officers as a group (14 persons)		561,034	⁽¹³⁾		1.7

* Less than one percent.

(1)

Each individual or entity has sole voting and investment power, except as otherwise indicated.

(2)

Based upon information set forth in a Schedule 13D filing dated May 25, 2004, Glencore International AG beneficially owns such shares through its subsidiary, Glencore AG. The business address of each of Glencore International AG and Glencore AG is Baarermattstrasse 3, P.O. Box 777, CH 6341, Baar, Switzerland.

(3)

Includes 25,750 shares which are subject to options presently exercisable or exercisable within 60 days.

(4)

Includes 23,000 shares which are subject to presently exercisable options. Excludes 9,320,089 shares beneficially owned by Glencore International AG, of which Mr. Davis is a director.

(5)

Includes 6,250 shares which are subject to options presently exercisable or exercisable within 60 days.

(6)

Includes 9,250 shares which are subject to options presently exercisable or exercisable within 60 days. Also includes 250 shares that Mr. Fontaine owns jointly with his wife.

(7)

Includes 10,000 shares which are subject to presently exercisable options.

(8)

Includes 2,250 shares which are subject to options presently exercisable or exercisable within 60 days. Also includes 5,400 shares owned by Mr. Hampshire’s wife.

(9)

Includes 10,000 shares which are subject to presently exercisable options.

(10)

Includes 19,250 shares which are subject to options presently exercisable or exercisable within 60 days.

(11)

Includes 21,250 shares which are subject to options presently exercisable or exercisable within 60 days.

(12)

Includes 25,750 shares which are subject to options presently exercisable or exercisable within 60 days. Excludes 9,320,089 shares beneficially owned by Glencore International AG, of which Mr. Strothotte serves as Chairman.

(13)

Includes 154,217 shares which are subject to options presently exercisable or exercisable within 60 days. Excludes 9,320,089 shares beneficially owned by Glencore International AG.

SELLING SECURITYHOLDERS

When we refer to “selling securityholders” in this prospectus, we mean those persons listed in the table below, as well as the permitted pledgees, donees, assignees, transferees, successors and others who later hold any of the selling securityholders’ interests identified below.

We originally issued the notes to Credit Suisse First Boston LLC, Banc of America Securities LLC and Goldman Sachs & Co., as initial purchasers, in a private offering exempt from the registration requirements of the Securities Act. The initial purchasers immediately resold the notes to persons reasonably believed by them to be qualified institutional buyers in reliance on Rule 144A under the Securities Act.

The table below sets forth certain information regarding the selling securityholders, the notes and the shares of common stock issuable upon conversion of the notes that may from time to time be offered under this prospectus by the selling securityholders. Unless set forth below, to our knowledge, none of the selling securityholders within the past three years has had any material relationships with us or any of our affiliates.

We have prepared the table based on information given to us by or on behalf of the selling securityholders on or prior to December 6, 2004. The selling securityholders, including their transferees, pledgees or donees or their successors, may from time to time offer and sell under this prospectus any or all of the notes and any shares of common stock issued upon conversion of the notes. Because the selling securityholders may offer all or some portion of their notes or shares of common stock issued upon conversion of the notes, we cannot provide an estimate as to the principal amount of the notes or the number of shares of the common stock issuable upon conversion of the notes that will be held by the selling securityholders upon termination of any sales. In addition, the selling securityholders identified below may have sold, transferred or otherwise disposed of all or some portion of their notes since the date on which they provided the information regarding their notes in transactions exempt from the registration requirements of the Securities Act.

Information regarding the selling securityholders may change from time to time and any changed information will be set forth in supplements to the prospectus if and when necessary. Assuming that all shares of common stock issuable upon conversion of the notes are sold in this offering, no selling securityholder will own more than 1% of the outstanding notes or our outstanding common stock after this offering.


								Number of
	Principal		Percentage					Shares of
	Amount of		of Notes					Common		Number of		Number of
	Notes Owned		Outstanding			Principal		Stock Owned		Shares of		Shares of
	Before the		Before the			Amount of		Prior to		Common Stock		Common
	Offering and		Offering and			Notes Owned		Conversion		Offered Upon		Stock Owned
	Offered for		Offered for			After the		Before the		Conversion of		After the
Selling Securityholder	Sale(1)		Sale			Offering(2)		Offering		the Notes(1)(3)		Offering(4)
Allstate Insurance Company		2,750,000		1.57	%		—		13,200		—		13,200
Attorney’s Title Insurance Fund(5)		190,000		*			—		—		—		—
Basso Holdings Ltd. (6)		800,000		*			—		—		—		—
Basso Multi-Strategy Holding Fund Ltd.(7)		1,200,000		*			—		—		—		—
BNP Paribas Equity Strategies, SNC(8)		3,038,000		1.74	%		—		—		—		—
Boilermakers Blacksmith Pension Trust (5)		2,575,000		1.47	%		—		—		—		—
CALAMOS® Growth & Income Fund – CALAMOS® Investment Trust(9)		20,000,000		11.43	%		—		—		—		—
CALAMOS® Growth & Income Portfolio – CALAMOS® Advisors Trust(9)		200,000		*			—		—		—		—
CNH CA Master Account, L.P.(10)		2,000,000		1.14	%		—		—		—		—
CooperNeff Convertible Strategies (Cayman) Master Fund, LP(8)		2,520,000		1.44	%		—		—		—		—
Credit Suisse First Boston LLC(11)(12)		3,000,000		1.71	%		—		—		—		—
Delta Airlines Master Trust(5)		650,000		*			—		—		—		—


								Number of
	Principal		Percentage					Shares of
	Amount of		of Notes					Common		Number of		Number of
	Notes Owned		Outstanding			Principal		Stock Owned		Shares of		Shares of
	Before the		Before the			Amount of		Prior to		Common Stock		Common
	Offering and		Offering and			Notes Owned		Conversion		Offered Upon		Stock Owned
	Offered for		Offered for			After the		Before the		Conversion of		After the
Selling Securityholder	Sale(1)		Sale			Offering(2)		Offering		the Notes(1)(3)		Offering(4)
DKR SoundShore Strategic Holding Fund Ltd.(13)		1,200,000		*			—		—		—		—
DKR SoundShore Oasis Holding Fund Ltd.(13)		4,800,000		2.74	%		—		—		—		—
Duke Endowment(5)		560,000		*			—		—		—		—
Family Service Life Insurance Co.(14)		100,000		*			—		—		—		—
Fore Convertible Master Fund, Ltd. (15)		3,860,000		2.21	%		—		—		—		—
Fore Plan Asset Fund, Ltd.(15)		348,000		*			—		—		—		—
FrontPoint Convertible Arbitrage Fund, L.P.(16)		5,500,000		3.14	%		—		—		—		—
Grace Brothers, Ltd.(17)		1,000,000		*			—		—		—		—
Grace Convertible Arbitrage Fund, Ltd.(17)		6,500,000		3.71	%		—		—		—		—
Guardian Life Insurance Co.(14)		6,000,000		3.43	%		—		—		—		—
Guardian Pension Trust(14)		400,000		*			—		—		—		—
Guggenheim Portfolio Company VIII (Cayman), Ltd.(18)		609,000		*			—		—		—		—
HighBridge International LLC(19)		10,000,000		5.71	%		—		—		—		—
KBC Convertible Arbitrage Fund(20)		4,860,000		2.78	%		—		—		—		—
KBC Convertible Mac28 Fund Ltd.(20)		1,140,000		*			—		—		—		—
KBC Convertible Opportunities Fund Ltd.(20)		13,140,000		7.51	%		—		—		—		—
KBC Multi Strategy – Arbitrage Fund(20)		15,580,000		8.90	%		—		—		—		—
Lighthouse Multi-Strategy Master Fund LP (21)		100,000		*			—		—		—		—
Lyxor/Convertible Arbitrage Fund Limited (8)		502,000		*			—		—		—		—
Lyxor/Quest (21)		650,000		*			—		—		—		—
Man Convertible Bond Master Fund, Ltd. (22)		18,777,000		10.73	%		—		—		—		—
Man Mac I Limited (23)		1,683,000		*			—		—		—		—
Melody IAM Fund Ltd.(20)		780,000		*			—		—		—		—
Nomura Securities International, Inc.		3,000,000		1.71	%		—		304		—		304
Polaris Vega Fund L.P. (24)		5,000,000		2.86	%		—		—		—		—
Quest Global Convertible Fund Ltd. (21)		250,000		*			—		—		—		—
Singlehedge US Convertible Arbitrage Fund(8)		818,000		*			—		—		—		—
Southern Farm Bureau Life Insurance(5)		1,025,000		*			—		—		—		—
St. Thomas Trading, Ltd.(21)		15,723,000		8.98	%		—		—		—		—
Sturgeon Limited(8)		622,000		*			—		—		—		—
Sunrise Partners Limited Partnership(25)		10,400,000		5.94	%		—		—		—		—
All other holders of notes or future permitted pledgees, donees, assignees, transferees or successors of such holders		1,150,000		*			—		—		—		—

Total		175,000,000		100.0	%		—		—		—		—

*		Less than one percent.

(1)		Our registration of these securities does not necessarily mean that the selling securityholders will sell any or all of such securities.

(2)		Assumes all of the notes are sold in this offering.

(3)		The notes are convertible at any time at an initial conversion rate of 32.7430 shares of common stock per $1,000 principal amount of notes, subject to adjustments for certain events. The initial conversion rate is equivalent to a conversion price of approximately $30.5409 per share of common stock. Upon conversion, we will deliver cash up to the aggregate principal amount of notes to be converted and, at our election, cash, common stock or a combination thereof in respect of the remainder, if any, of our conversion obligation in excess of the principal amount of notes to be converted. Therefore, holders of the notes may not receive any shares of our common stock upon conversion, and they only may receive shares of common stock to the extent that the conversion obligation exceeds the principal amount of the notes converted. See “Description of the Notes.”

(4)		Assumes all shares of common stock issuable upon conversion of the notes are sold in this offering.

(5)		Ann Houlihan may be deemed to share beneficial ownership of the notes held by this selling securityholder because she has voting or investment power over such notes.

(6)		Basso Capital Management, L.P. is the investment manager of this selling securityholder. Howard Fischer is a managing member of Basso GP LLC, the general partner of Basso Capital Management, L.P. Howard Fischer may be deemed to share beneficial ownership of the notes held by this selling securityholder because he has voting or investment control over such notes.

(7)		Basso Asset Management, L.P. is the investment manager of this selling securityholder. Howard Fischer is a managing member of Basso GP LLC, the general partner of Basso Asset Management, L.P. Howard Fischer may be deemed to share beneficial ownership of the notes held by this selling securityholder because he has voting or investment control over such notes.

(8)		Christian Menestrier, CEO, CooperNeff Advisors, Inc., may be deemed to share beneficial ownership of the notes held by this selling securityholder because he has voting or investment control over such notes.

(9)		Nick Calamos may be deemed to share beneficial ownership of the notes held by this selling securityholder because he has voting or investment control over such notes.

(10)		CNH Partners, LLC is the investment adviser of this selling securityholder and has sole voting and dispositive power over the notes. The investment principals for the investment adviser are Robert Krail, Mark Mitchell and Todd Pulvino. Robert Krail, Mark Mitchell and Todd Pulvino may be deemed to share beneficial ownership of the notes held by this selling securityholder because they have voting or investment control over such notes.

(11)		Credit Suisse First Boston LLC acted as an initial purchaser in connection with the original issuance of the notes offered hereby and the issuance of our senior notes. Credit Suisse First Boston LLC also acted as dealer manager and solicitation agent in connection with our tender offer and consent solicitation for our 11.75% senior secured first mortgage notes due 2008. An affiliate of Credit Suisse First Boston LLC is also a lender under our revolving credit facility. Affiliates of Credit Suisse First Boston LLC may also participate in a planned new senior term loan facility to be entered into by Nordural. Credit Suisse First Boston LLC and its affiliates have from time to time performed and may in the future perform various financial advisory, commercial banking and investment banking services for us in the ordinary course of business, for which they received or will receive customary fees.

(12)		Jeffrey Andreski may be deemed to share beneficial ownership of the notes held by this selling securityholder because he has voting or investment control over such notes.

(13)		Seth Fischer may be deemed to share beneficial ownership of the notes held by this selling securityholder because he has voting or investment control over such notes.

(14)		John Murphy, Managing Director, Guardian Life Insurance Co. of America, may be deemed to share beneficial ownership of the notes held by this selling securityholder because he has voting or investment control over such notes.

(15)		David Egglishaw may be deemed to share beneficial ownership of the notes held by this selling securityholder because he has voting or investment control over such notes.

(16)		FrontPoint Convertible Arbitrage Fund GP, LLC is the general partner of FrontPoint Convertible Arbitrage Fund, L.P. FrontPoint Partners LLC is the managing member of FrontPoint Convertible Arbitrage Fund GP, LLC and, as such, has voting and dispositive power over the securities held by this selling securityholder. Phillip Duff, W. Gillespie Caffray and Paul Ghaffari are members of the board of managers of FrontPoint Partners LLC and are the sole members of its management committee. Phillip Duff, W. Gillespie Caffray and Paul Ghaffari may be deemed to share beneficial ownership of the notes held by this selling securityholder because they have voting or investment control over such notes.

(17)		Bradford Whitmore and Michael Brailov may be deemed to share beneficial ownership of the notes held by this selling securityholder because they have voting or investment control over such notes.

(18)		Loren Katzovitz, Patrick Hughes and Kevin Felix may be deemed to share beneficial ownership of the notes held by this selling securityholder because they have voting or investment control over such notes.

(19)		Glenn Dubin and Henry Swiect, principals of HighBridge Capital Management, which is trading advisor to this selling securityholder, may be deemed to share beneficial ownership of the notes held by this selling securityholder because they have voting or investment control over such notes.

(20)		Andrew Preston may be deemed to share beneficial ownership of the notes held by this selling securityholder because he has voting or investment control over such notes.

(21)		Frank Campana and Jim Doolin may be deemed to share beneficial ownership of the notes held by this selling securityholder because they have voting or investment control over such notes.

(22)		John Null and J.T. Hansen, principals of Marin Capital Partners, LP, which is investment advisor to this selling securityholder, may be deemed to share beneficial ownership of the notes held by this selling securityholder because they have voting or investment control over such notes.

(23)		Man-Diversified Fund II Ltd. has been identified as the controlling entity of Man Mac I Limited. The manager shares of Man-Diversified Fund II Ltd. are owned 75% by Albany Management Company Limited and 25% by Man Holdings Limited. The registered shareholder of Albany Management Company Limited is Argonaut Limited, a Bermuda company which is controlled by Michael Collins, a resident of Bermuda. Man Holdings Limited is a subsidiary of Man Group plc, which is a public company listed on the London Stock Exchange.

(24)		Gregory R. Levinson may be deemed to share beneficial ownership of the notes held by this selling securityholder because he has voting or investment control over such notes.

(25)		S. Donald Sussman may be deemed to share beneficial ownership of the notes held by this selling securityholder because he has voting or investment control over such notes.

DESCRIPTION OF CERTAIN INDEBTEDNESS

The following is a summary of certain of our indebtedness. To the extent this summary contains descriptions of documents relating to the revolving credit facility, first mortgage notes, and senior notes, such descriptions do not purport to be complete and are qualified in their entirety by reference to such documents, which are incorporated by reference as exhibits to the registration statement of which this prospectus forms a part.

Revolving Credit Facility

On April 2, 2001, we entered into a $100.0 million senior secured revolving credit facility with a syndicate of banks and other lenders for whom Fleet Capital Corporation, or Fleet, acts as administrative agent and Fleet Securities Inc., acts as lead arranger, advisor and syndication manager. Credit Suisse First Boston, New York Branch, acted as syndication agent.

General. Century Aluminum Company and certain of its subsidiaries are borrowers under the revolving credit facility. Available funds under the revolving credit facility may be used for working capital, capital expenditures and other general corporate purposes. The availability of funds under the revolving credit facility is limited by a specified borrowing base consisting of (1) 85% of eligible accounts receivable not owed by Glencore plus the lesser of (x) $10.0 million and (y) 85% of receivables owed by Glencore and (2) 65% of eligible inventory, net of an availability reserve of $30.0 million and any additional reserve added by the agent from time to time in its reasonable discretion. Inventory is valued on a FIFO basis for purposes of determining the borrowing base. We measure our borrowing base at month-end. During the year ended December 31, 2003, the lowest borrowing base was $47.7 million and the highest borrowing base was $68.1 million under the revolving credit facility. At September 30, 2004, we had a borrowing base of $76.8 million under the revolving credit facility. We had no outstanding borrowings under the revolving credit facility as of September 30, 2004. As part of the funds available under the revolving credit facility, we can obtain letters of credit in an aggregate amount not exceeding $10.0 million. Borrowings are available subject to compliance with customary borrowing conditions, including the accuracy of all representations and warranties in, and the absence of any default under, the revolving credit facility.

Guaranty. Our obligations under the revolving credit facility are unconditionally guaranteed by our domestic subsidiaries (other than Century Aluminum of Kentucky, LLC and certain subsidiaries formed in connection with the Nordural and Gramercy acquisitions) and secured by a first priority, perfected security interest in all accounts receivable and inventory belonging to Century Aluminum Company and its subsidiary borrowers.

Interest Rates and Fees. Amounts outstanding under our revolving credit facility bear interest, at our option, at either a floating LIBOR or Fleet National Bank’s base rate plus the applicable interest margin. The applicable interest margin is determined based on our ratio of consolidated indebtedness to consolidated EBITDA, as defined in the revolving credit facility. For amounts outstanding under the revolving credit facility, the applicable interest margin ranges from 2.25% to 3.0% over the LIBOR and 0.75% to 1.5% over the base rate. In addition, we pay a commitment fee of 0.5% per year on undrawn amounts.

We are required to pay a letter of credit fee equal to the applicable margin for LIBOR loans on the face amount of all standby letters of credit and a fee equal to that margin less 0.5% for documentary letters of credit. We are also required to pay certain fronting and other fees.

Maturity. The revolving credit facility will mature on April 1, 2006.

Prepayments. We can make voluntary prepayments of amounts outstanding under the revolving credit facility, in whole or in part without premium or penalty, subject to standard LIBOR breakage costs. We are required to apply the proceeds from sales of accounts receivable or inventory, other than sales of inventory in ordinary course of business, to repay amounts outstanding under the revolving credit facility and correspondingly reduce the commitments thereunder.

Covenants. Under the terms of the revolving credit facility, we are subject to customary affirmative, negative and financial covenants, including restrictions on: capital expenditures, additional indebtedness, liens, guarantees, mergers and acquisitions, dividends and distributions, redemptions of junior capital, and payments on junior capital and investments.

Events of Default. The revolving credit facility contains customary events of default including, without limitation, nonpayment, misrepresentation, breach of covenant, insolvency, bankruptcy, ERISA violations, certain judgments, change of control (as defined in the revolving credit facility) and cross defaults.

First Mortgage Notes

In connection with the 2004 refinancing, we commenced a tender offer to purchase up to 100% of our outstanding $325.0 million aggregate principal amount 11.75% senior secured first mortgage notes due 2008, together with a solicitation of consents to amend the indenture governing the remaining outstanding first mortgage notes to remove substantially all restrictive covenants. We had received consents from holders of more than 96% of our outstanding first mortgage notes, which were sufficient to effect the proposed amendment to the first mortgage notes indenture. Accordingly, we, the guarantors party to the indenture for the first mortgage notes and Wilmington Trust Company, as trustee, entered into a third supplemental indenture, dated as of August 6, 2004. The third supplemental indenture, which became operative after the first mortgage notes validly tendered and not withdrawn were accepted for payment, amended the first mortgage notes indenture to eliminate substantially all of the restrictive covenants and certain default provisions contained in the first mortgage notes indenture. The tender offer expired at 10:00 a.m., New York City time, on August 26, 2004, and we purchased $315,055,000 in aggregate principal amount of the first mortgage notes validly tendered in the tender offer and not withdrawn. Following the purchase of the first mortgage notes accepted in the tender offer, $9,945,000 in aggregate principal amount of the first mortgage notes remain outstanding and are scheduled to mature on April 15, 2008.

The first mortgage notes are guaranteed by our domestic restricted subsidiaries.

Ranking; Security. The first mortgage notes rank equally in right of payment with all of our existing and future senior indebtedness and rank senior in right of payment to all of our existing and future subordinated indebtedness. The subsidiary guarantees rank equally in right of payment to the other senior indebtedness of the guarantors and senior in right of payment to all subordinated indebtedness of the guarantors. To secure payment of the principal of, and premium and interest on, the first mortgage notes, we granted a security interest in 80% of the real property, plant and equipment comprising the Hawesville facility and 100% of the same comprising the Ravenswood facility, in each case to the collateral agent for the benefit of the trustee and the holders of the first mortgage notes. Our interest in the Mt. Holly property, plant and equipment was not pledged as collateral.

Redemption. Under the indenture governing our first mortgage notes, we may redeem any of the first mortgage notes beginning on April 15, 2005. The initial redemption price is 105.875% of the principal amount, plus accrued interest. The redemption price will decline each year after 2005 and will be 100% of the principal amount, plus accrued interest, beginning on April 15, 2007.

Senior Notes

In connection with the 2004 refinancing, we sold $250.0 million of our 7.5% Senior Notes due August 15, 2014 in a private offering exempt from the registration requirements of the Securities Act. The offering closed on August 26, 2004. A portion of the net proceeds from the sale of our senior notes and from the sale of our convertible notes was used to finance our tender offer and consent solicitation for our first mortgage notes. In addition to funding the purchase of the first mortgage notes tendered pursuant to the tender offer and related premiums, fees and expenses, we expect to use any remaining net proceeds from the sale of our senior notes and from the sale of our convertible notes for general corporate purposes, including to fund a portion of the costs related to the ongoing expansion of the Nordural facility and to redeem or repurchase any untendered first mortgage notes. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations — Recent Developments — The 2004 Refinancing.”

Ranking; Guarantee. The senior notes are senior unsecured obligations and rank, in right of payment, the same as all of our existing and future senior unsecured indebtedness, including the convertible notes offered under this prospectus. Our obligations under the senior notes are guaranteed by our substantial existing and future domestic restricted subsidiaries.

Redemptions. On or after August 15, 2009, we may redeem any of the senior notes, in whole or in part, at an initial redemption price equal to 103.75% of the principal amount, plus accrued and unpaid interest. The redemption price will decline each year after 2009 and will be 100% of the principal amount, plus accrued and unpaid interest, beginning on August 15, 2012.

Change of Control Offer. Upon a change of control, we are required to make an offer to purchase the senior notes at a purchase price equal to 101% of the outstanding principal amount plus accrued interest to the date of purchase.

Covenants. The indenture governing the senior notes contains certain covenants that, among other things, restrict our ability and the ability of certain of our subsidiaries to (i) incur additional indebtedness, (ii) create liens, (iii) pay dividends or make distributions in respect of capital stock, (iv) purchase or redeem capital stock, (v) make investments or certain other restricted payments, (vi) sell assets, (vii) issue or sell stock of certain subsidiaries, (viii) enter into transactions with shareholders or affiliates, or (ix) effect a consolidation or merger. These limitations are subject to a number of important qualifications and exceptions. Certain of the covenants would cease to apply from and after the date that the senior notes are rated investment grade.

Events of Default. The indenture governing the senior notes contains customary events of default, including, without limitation, (i) defaults in the payment of principal or interest, (ii) failure to make an offer to purchase the senior notes upon a change of control, (iii) defaults in the compliance with the covenants contained in the indenture, (iv) cross defaults on debt in excess of $10.0 million, (v) failure to pay more than $10.0 million of judgments that have not been stayed by appeal or otherwise, or (vi) our bankruptcy or other insolvency events.

Industrial Revenue Bonds

As part of the purchase price for our acquisition of the Hawesville facility, we assumed industrial revenue bonds in the aggregate principal amount of $7.8 million which were issued in connection with the financing of certain solid waste disposal facilities constructed at the Hawesville facility. From April 1, 2001 through April 1, 2003, Glencore assumed 20% of the liability related to the industrial revenue bonds consistent with its 20% ownership interest in the Hawesville facility. As part of our acquisition of Glencore’s 20% interest in the Hawesville facility in April 2003, we assumed all of the liabilities related to the industrial revenue bonds. The industrial revenue bonds mature on April 1, 2028, and bear interest at a variable rate not to exceed 12% per annum determined weekly based upon prevailing rates for similar bonds in the industrial revenue bond market. Interest on the industrial revenue bonds is paid quarterly. At September 30, 2004, the interest rate on the industrial revenue bonds was 1.38%. The bonds are classified as current liabilities because they are remarketed weekly and, under the indenture governing the bonds, repayment upon demand could be required if there is a failed remarketing.

The industrial revenue bonds are secured by a Glencore guaranteed letter of credit. We have agreed to reimburse Glencore for all costs arising from the letter of credit and have secured the reimbursement obligation with a first priority security interest in the 20% interest in the Hawesville facility we purchased from Glencore on April 1, 2003. Our maximum potential reimbursement obligations for the Glencore letter of credit would be approximately $8.2 million.

Nordural Debt

As of September 30, 2004, Nordural had $83.4 million of debt, which principally consisted of debt originally incurred in connection with the construction of the Nordural facility in 1998 and an expansion completed in June 2001. We anticipate refinancing the existing term loan facility with a new syndicated term loan facility, as described below. Both the existing and the new term loan facilities are non-recourse to Century Aluminum Company.

Term Loan Facility

On September 2, 2003, Nordural entered into a $185.0 million senior term loan facility with a syndicate of banks arranged by The Royal Bank of Scotland PLC, BNP Paribas S.A. and Fortis Bank (Nederland) N.V. A substantial portion of the proceeds from the loan was used to repay indebtedness outstanding under an existing $167.2 million senior facility agreement. The outstanding balance under the loan facility was $71.4 million at September 30, 2004.

Interest Rates and Fees. Amounts borrowed under Nordural’s term loan facility generally bear interest at the applicable LIBOR plus an initial margin of 1.45% per year, plus an applicable percentage to cover the lenders’ costs of complying with the requirements of the Bank of England and/or the United Kingdom’s Financial Services

Authority or the requirements of the European CentralBank. Interest periods for the loan are one, two, three or six months or any other period agreed upon by Nordural and the banks.

Security. Nordural’s obligations under its term loan facility have been secured by a pledge of all of Nordural’s outstanding shares pursuant to a share pledge agreement with its lenders. In addition, all of Nordural’s assets have been pledged as security under the loan facility, including:

	•		all property, plant and equipment related to the smelter site and the harbor area and all of Nordural’s current and future inventory; and

	•		Nordural’s rights under various contracts used in the operation of the Nordural facility, including its tolling, anode supply and power contracts.

Repayment. Amounts outstanding under the term loan facility are payable semiannually in installments through December 31, 2009. The amount of each installment is based on a scheduled rate that fluctuates between 2.99% and 3.75% semi-annually, with a final installment of 59.9% due on December 31, 2009. Nordural may voluntarily prepay all or part of the loan under the facility without penalty provided it gives five business days’ notice, subject to a minimum payment threshold. Subject to certain conditions, Nordural is required to prepay all or part of the loan under the facility if it receives certain compensation (including as a result of nationalization, expropriation or other government action), damages exceeding $1.0 million payable under construction contracts and insurance proceeds of $30.0 million or more payable for a single loss. If the price of aluminum falls below designated levels for six months prior to a payment date and certain debt coverage ratios are not met, the loan facility provides for deferral of principal payments. Acceleration of principal payments is required if certain debt coverage ratios are exceeded.

Covenants. Nordural’s loan facility contains customary covenants, which limit, among other things, Nordural’s ability to: (i) incur additional indebtedness; (ii) create or permit a security interest on assets; (iii) make investments; (iv) sell, transfer, grant, lease or otherwise dispose of assets; (v) extend loans or guarantees; (vi) incur capital expenditures; (vii) enter into mergers and acquisitions; (viii) amend, modify or waive various agreements used in the operation of the Nordural facility, including its tolling, anode supply and power contracts; (ix) enter into hedging agreements; or (x) make distributions, share capital redemptions and investments. Nordural is also subject to various financial covenants, including minimum debt service coverage, loan life coverage and net worth covenants.

Events of Default. The term loan facility contains customary events of default, including nonpayment, misrepresentation, breach of a covenant, insolvency and default of other indebtedness. If an event of default were to occur, the agent representing the various banks under the loan facility would have the right, and, if requested by banks holding a certain minimum percentage of the commitments, would be required to cancel all commitments and/or demand all or part of the amounts outstanding under the loan facility to be immediately due and payable.

Nordural’s Planned New Term Loan Facility

On July 23, 2004, Nordural executed a term sheet relating to a $310.0 million senior term loan facility with Landsbanki Íslands hf. and Kaupthing Bank hf. The term sheet, which was amended and restated in November 2004, is subject to each party’s approval and execution of the definitive financing documents and completion of due diligence by the lenders. Under the amended and restated term sheet, Landsbanki will act as the agent and Kaupthing Bank will act as the security trustee. Amounts borrowed under the new term loan facility will be used to refinance debt under Nordural’s existing term loan facility and to finance a portion of the costs associated with the expansion of the Nordural facility. Borrowings will be subject to customary closing conditions, including the absence of a material adverse change in Nordural’s condition (financial or otherwise), business, operations, assets, liabilities or prospects.

Drawdown. The planned new term loan facility will be available for drawdown in several parts in minimum increments of $10.0 million on the 25th day of each month. If the facility is not fully drawn by December 30, 2004, Nordural will be required to pay a commitment fee of 0.5% per annum on the undrawn amounts. The facility must be fully drawn by March 31, 2006, provided that Nordural has the option to cancel part of the facility (up to $80.0 million) in whole or in part on or before June 30, 2005 if it does not need that part of the facility to finalize the expansion of the Nordural smelter because sufficient capital is contributed by Century Aluminum Company and its subsidiaries in the form of equity or deeply subordinated debt.

Repayment. All outstanding principal is due to be repaid on December 31, 2009, provided (subject to the minimum required repayments described below) that Nordural can extend the repayment date on December 31,

2009 by seven years. The term sheet provides that extension is subject to certain conditions, including, among other things, a minimum loan life coverage ratio, existing security to the satisfaction of the lenders, the absence of an event of default and the absence of a material adverse change in Nordural’s condition (financial or otherwise), business, operations, assets, liabilities or prospects. An extension fee of 0.5% will be due on the outstanding principal balance on December 31, 2009. Notwithstanding the right to extend the entire facility described above, Nordural must make the following minimum repayments of principal on the facility: $13.0 million on December 31, 2006 and $23.0 million in two semi-annual installments of $11.5 million in each of 2007, 2008 and 2009.

Mandatory Repayments. If Nordural makes a dividend payment to its shareholders (which dividends are not permitted until the smelter has been expanded to a production level of 180,000 metric tons per year), it must simultaneously make a repayment of principal in an amount equal to 50% of the dividend.

Voluntary Prepayments. The facility can be prepaid on any interest payment date without penalty to Nordural.

Interest. The term sheet provides that the rate of interest on amounts borrowed under the facility will be the applicable LIBOR and/or EURIBOR, plus certain margins and the cost of compliance by the lenders with any applicable reserve asset requirements. The initial margin will be 1.55%. If the facility is extended, the margin will be 1.65% for 2010 and 1.75% thereafter. The margin is subject to upward adjustment based on the lenders’ financial costs. All interest is payable quarterly. The default interest rate is 2% per annum.

Fees. In addition to the commitment and extension fees described above, Nordural must pay a 1% flat fee on the total facility amount on the date the final documents are signed, less $100,000 already paid by Nordural. There will also be $30,000 fee payable annually to the facility agent and a $10,000 fee payable annually to the security trustee. Finally, Nordural will be responsible on an ongoing basis for all legal fees and other out-of-pocket costs incurred by the arrangers and the lenders.

Security. The term sheet provides that all of Nordural’s assets will be pledged as security under the loan facility, including, but not limited to, all property, plant and equipment related to the reduction facility and the harbor area and all of Nordural’s current and future inventory, receivables, insurance policies, bank accounts, and rights under specified contracts relating to the operation of the Nordural facility, including its tolling, anode supply and power contracts. In addition, the two shareholders of Nordural will pledge Nordural’s shares to the lenders.

Covenants. The term sheet provides that the facility will contain customary negative covenants that limit, among other things, Nordural’s ability to: (i) incur additional indebtedness; (ii) reduce the planned scope of the expansion of the Nordural facility; (iii) make investments; (iv) pay dividends to its shareholders; (v) make capital expenditures (excluding the expansion) in excess of $5.0 million per year until the end of 2006 and $7.0 million per year thereafter; and (vi) enter into speculative hedging arrangements. There will also be certain financial covenants, including an interest service coverage ratio, a debt service coverage ratio and a minimum book value of Nordural’s stockholders’ equity (may not be less than $150.0 million on closing and may not be less than $200.0 million on December 31, 2005).

Events of Default. The term sheet provides that the facility will contain customary events of default, including (a) loss of any material license, consent or authorization; (b) material breach of representations, warranties or covenants; (c) non-payment of amounts due under the facility; (d) cross-default provisions relating to other indebtedness of Nordural; (e) change in control of Nordural (excluding transfer of ownership to Century Aluminum Company, its subsidiaries or affiliates); (f) ineffectiveness of security documents or material loss of collateral; (g) bankruptcy; (h) legal prohibitions on performance of obligations under the loan documentation; and (i) material adverse change.

DESCRIPTION OF THE NOTES

The notes were issued under an indenture dated August 9, 2004, between Century Aluminum Company, as issuer, and Wilmington Trust Company, as trustee. Pursuant to a supplemental indenture dated October 26, 2004, the guarantors guaranteed Century’s obligations under the indenture. The notes and any common stock issued upon conversion of the notes are covered by a registration rights agreement. The indenture, the supplemental indenture and the registration rights agreement have been filed or incorporated by reference as exhibits to the registration statement of which this prospectus forms a part.

The following description is a summary of the material terms of the notes, the indenture, the supplemental indenture and the registration rights agreement. The statements under this section relating to the notes, the indenture, the supplemental indenture and the registration rights agreement are subject to and qualified in its entirety by reference to all the provisions of the notes, the indenture and the registration rights agreement, and do not purport to be complete. Such summaries make use of certain terms defined in the indenture, the supplemental indenture and the registration rights agreement. The terms of the notes also include those made a part of the indenture by reference to the Trust Indenture Act of 1939, as amended. We urge you to read the indenture, the supplemental indenture and the registration rights agreement because these documents, and not this description, defines your rights as a holder of the notes.

For purposes of this section only, references to “we”, “us”, “our” and “Century” refer solely to Century Aluminum Company and not to its subsidiaries.

General

Although we issued $175.0 million aggregate principal amount, we may, without consent of the holders, increase such principal amount in the future on the same terms and conditions as the notes being offered under this prospectus. The notes were issued in denominations of $1,000 and multiples of $1,000. The notes will mature on August 1, 2024, unless earlier converted, redeemed or repurchased.

The indenture does not contain any restrictions on the payment of dividends or the repurchase of our securities or any financial covenants. The indenture contains no covenants or other provisions to afford protection to holders of notes in the event of a highly leveraged transaction or a change in control of Century except to the extent described under “— Repurchase at the Option of a Holder Upon a Fundamental Change.”

The notes bear interest at the annual rate of 1.75% from August 9, 2004, which rate may be increased as described in “— Registration Rights” below. Interest is payable on February 1 and August 1 of each year, beginning February 1, 2005, subject to limited exceptions if the notes are converted prior to an interest payment date. The record dates for the payment of interest are January 15 and July 15. We may, at our option, pay interest on the notes by check mailed to the holders. However, a holder with an aggregate principal amount in excess of $2.0 million will be paid by wire transfer in immediately available funds upon its election if the holder has provided us with wire transfer instructions at least 10 business days prior to the payment date. Interest is computed on the basis of a 360-day year comprised of twelve 30-day months. We are not required to make any payment on the notes due on any day that is not a business day until the next succeeding business day. The payment made on the next succeeding business day is treated as though it were paid on the original due date and no interest accrues on the payment for the additional period of time.

We will maintain an office in the City of New York where we will pay the principal of, and interest on, the notes, and the make whole premium, if any, and where you may present the notes for registration, transfer, exchange or conversion. This office will initially be an office or agency of the trustee. Except under limited circumstances described below, the notes will be issued only in fully registered book-entry form, without coupons, and will be represented by one or more global notes. There will be no service charge for any registration of transfer or exchange of notes. We and/or the trustee may, however, require holders to pay a sum sufficient to cover any tax or other governmental charge payable in connection with certain transfers or exchanges.

Guarantees

The obligations of Century pursuant to the notes, including the make whole premium payable, if any, are unconditionally guaranteed, jointly and severally on a senior basis, by each of Century Aluminum Company’s domestic restricted subsidiaries, in each case, if and for so long as such subsidiary continues to guarantee our senior notes; however, the notes will not be guaranteed by Century Aluminum of Kentucky, LLC (which we refer to as CAK), which holds the power and alumina contracts for Century’s Hawesville facility and will not be guaranteed by certain holding companies owned by foreign restricted subsidiaries. CAK will not be a guarantor until such time as Glencore is no longer providing any letters of credit to support the Hawesville facility industrial revenue bonds presently outstanding. At the time that Glencore is no longer providing these letters of credit, CAK will be required to be a guarantor if and for so long as CAK guarantees our senior notes. If Century or any of our restricted subsidiaries acquires or creates a domestic restricted subsidiary in the future which guarantees our senior notes, the new domestic restricted subsidiary must provide a guaranty of the notes. Each note guaranty is limited to the maximum amount that may be guaranteed without rendering the guarantor’s obligations subject to avoidance under applicable fraudulent conveyance

provisions of the United States Bankruptcy Code or any comparable provision of state law. By virtue of this limitation, a guarantor’s obligation under its note guaranty could be significantly less than amounts payable with respect to the notes, or a guarantor may have effectively no obligation under its note guaranty. See “Risk Factors – Risks Relating to the Notes – Subsidiary guarantees could be deemed to be fraudulent conveyances.”

The note guaranty of a guarantor will terminate and be automatically released upon the release or discharge of the guarantee of the senior notes of such guarantor.

Ranking

The indebtedness evidenced by these notes and the note guarantees rank equally in right of payment with all other senior obligations of Century and the guarantors (including our senior notes), as the case may be, except that the notes and the note guarantees are effectively junior to any of our existing and future secured obligations, including borrowings under our revolving credit facility and any remaining outstanding first mortgage notes, to the extent of the value of the assets securing such obligations. As of September 30, 2004, Century and the guarantors had $17.7 million of senior secured indebtedness outstanding and $76.8 million of availability under our secured revolving credit agreement.

None of Century’s foreign subsidiaries are required to guarantee the notes. Claims of creditors of non-guarantor subsidiaries, including trade creditors, secured creditors and creditors holding debt and guarantees issued by those subsidiaries, and claims of preferred stockholders (if any) of those subsidiaries generally have priority with respect to the assets and earnings of those subsidiaries over the claims of creditors of Century, including holders of the notes. The notes and each note guaranty therefore are effectively subordinated to the claims of creditors (including trade creditors) and preferred and minority stockholders (if any) of any subsidiary of Century that is not a guarantor to the extent of the assets of such subsidiary. As of September 30, 2004, Century’s subsidiaries that are not guarantors had approximately $188.7 million of liabilities excluding guarantees of our indebtedness and intercompany indebtedness.

The indenture does not limit the amount of additional indebtedness, including any secured indebtedness, that we may create, incur, assume or guarantee, nor does the indenture limit the amount of indebtedness and other liabilities that any of our subsidiaries may create, incur, assume or guarantee.

Conversion Rights

You may convert any portion of your notes, at any time, in whole or in part, prior to the close of business on the business day immediately preceding the maturity date of the notes, subject to prior redemption, purchase or repurchase of the notes. Upon conversion, subject, if we so elect, to the right of the Exchange Institution (as defined below) to exchange the notes in lieu of conversion by us as described under “— Exchange in Lieu of Conversion,” we will deliver cash up to the aggregate principal amount of notes to be converted and, at our election, cash, common stock or a combination thereof in respect of the remainder, if any, of our conversion obligation in excess of the principal amount of notes to be converted. You may convert all or any portion of the principal amount of any note that is a multiple of $1,000 at an initial conversion rate of 32.7430 shares of common stock per $1,000 principal amount of notes. The initial conversion rate is equivalent to a conversion price of approximately $30.5409 per share of common stock, and is subject to adjustment as described below.

If any notes are converted during the period after any record date but prior to the next interest payment date, interest on those notes will be paid on the next interest payment date, notwithstanding such conversion, to the holder of record on the record date of those notes. However, any notes that are delivered to us for conversion after any record date but prior to the next interest payment date must, except as described in the next sentence, be accompanied by a payment equal to the interest payable on such interest payment date on the principal amount of notes being converted. We will not require the payment to us described in the preceding sentence (1) if we have specified a redemption date that is after a record date and on or prior to the next interest payment date, (2) if we have specified a purchase date following a Fundamental Change (as defined below) that is after a record date and on or prior to the next interest payment date or (3) only to the extent of overdue interest, if any overdue interest exists at the time of conversion with respect to such note. If any notes are converted after an interest payment date but on or before the next record date, no interest will be paid on those notes.

If you convert your notes at any time beginning 10 days before the scheduled Effective Date of a Fundamental Change (or, in the case of a Fundamental Change described in clause (3) or clause (4) of the definition of Change of Control, at any time beginning on the Effective Date of such Fundamental Change) and ending at the close of business on the business day immediately preceding the related Fundamental Change repurchase date, you will receive:

	•		the make whole premium, if any, which will be in an amount determined as set forth under “— Determination of the Make Whole Premium” and which will be payable in shares of our common stock (or in the same form of consideration into which our common stock has been converted in connection with such Fundamental Change) on the repurchase date for the notes after the Fundamental Change described under “— Repurchase at the Option of a Holder Upon a Fundamental Change”; plus

	•		(1) if the notes are surrendered for conversion after the record date for receiving distributions in connection with any Fundamental Change described in clause (1) or (5) of the definition of Change of Control (or if earlier, or if there is no record date, the effective time of the Fundamental Change), cash, and with respect to the portion of the Conversion Obligation (as defined below) in excess of the principal amount of notes being converted (if any), cash, the kind of securities and other assets or property received by holders of our common stock in such Fundamental Change, or a combination thereof, at the election of the obligor under the indenture in the same manner as described under “— Payment Upon Conversion”; or

(2)

in all other events, cash, or a combination of cash and common stock, as described under “— Payment Upon Conversion”; plus

•

accrued but unpaid interest, if any, to but excluding the conversion date, which interest will be payable in cash.

Solely for purposes of calculating the Conversion Obligation under clause (1) in the second bullet above, “the average Sale Price of our common stock” (as such phrase is used in the definition of Conversion Obligation) shall be deemed to be “the average Sale Price of the per share consideration received by the holders of our common stock in connection with the relevant Fundamental Change.”

For purposes of settlement in connection with any Fundamental Change described in clause (1) above, (x) “a number of shares of our common stock” (as such phrase is used in the second bullet in the seventh paragraph under “— Payment Upon Conversion”) shall be deemed to be “an amount of the kind of consideration received by the holders of our common stock in connection with the relevant Fundamental Change” and (y) “the Sale Price of our common stock for such Trading Day” (as such phrase is used in the second bullet in the seventh paragraph under “— Payment Upon Conversion”) shall be deemed to be “the Sale Price of the per share consideration received by the holders of our common stock in connection with the relevant Fundamental Change.”

In addition, for purposes of valuing any non-cash consideration received by holders of our common stock in any Fundamental Change described in clause (1) or (5) of the definition of Change of Control, to the extent the price of any component of such non-cash consideration is not listed on a United States national or regional securities exchange or reported on Nasdaq, the value of such non-cash consideration will be determined by two nationally recognized investment banks selected by the trustee.

If you convert your notes at any time beginning 10 days before the scheduled Effective Date of any Fundamental Change described in clause (1) or (5) of the definition of Change of Control and ending at the close of business on the business day immediately preceding the related Fundamental Change repurchase date, to the extent that the resulting Cash Settlement Averaging Period includes Trading Days that occur both prior to and on or after the effective time of such Fundamental Change, for each such Trading Day occurring prior to the effective time of such Fundamental Change, the Conversion Obligation on such Trading Day will be determined by reference to the definition of Conversion Obligation as set forth below, and for each such Trading Day on or after the effective time of such Fundamental Change, “the average Sale Price of our common stock” (as such phrase is used in the definition of Conversion Obligation) on such Trading Day shall be deemed to be “the average Sale Price of the per share consideration received by the holders of our common stock in connection with the relevant Fundamental Change.”

To the extent practicable, except in the event of a Fundamental Change described in clause (3) or clause (4) of the definition of Change of Control, we shall give notice to holders of the scheduled Effective Date for such Fundamental Change not more than 30 business days nor less than 10 business days prior to such scheduled Effective Date.

Your right to convert a note called for redemption at our option will terminate at the close of business on the business day prior to such redemption date, unless we default in making payment due upon redemption. If you have submitted your notes for repurchase upon a Fundamental Change, you may convert your notes only if you withdraw your repurchase notice prior to the repurchase date, as described below under “— Repurchase at the Option of a Holder Upon a Fundamental Change.” If your notes are submitted for repurchase on August 1, 2011, August 1, 2014

or August 1, 2019, or following a Fundamental Change, your right to withdraw your repurchase notice and convert the notes that are subject to repurchase will terminate at 5:00 p.m. New York City time on the business day before August 1, 2011, August 1, 2014 or August 1, 2019, or the repurchase date corresponding to such Fundamental Change, as the case may be.

Conversion Procedures

The right to convert any note may be exercised:

	•		if such note is represented by a global security, by book-entry transfer to the conversion agent (which initially shall be the trustee) through the facilities of DTC, or

	•		if such note is represented by a certificated note, by delivery of such note at the specified office of the conversion agent,

accompanied, in either case, by a duly signed and completed notice of conversion, and appropriate endorsements and transfer documents if required by the conversion agent. We will not issue fractional shares of common stock upon conversion of the notes. In lieu of fractional shares, we will pay a cash adjustment based upon the Sale Price (as defined below) of the common stock on the last Trading Day (as defined below) prior to the date of conversion.

The conversion date shall be the date on which the note and all of the items required for conversion are delivered to the conversion agent and the requirements for conversion have been met. You will be required to pay any taxes or duties payable in respect of the issue or delivery of the common stock issued upon conversion of your notes, if any, if such common stock is to be issued in a name other than that of the noteholder.

Payment Upon Conversion

Conversion on or Prior to the Final Notice Date. In the event that we receive your notice of conversion on or prior to the day that is 20 days prior to stated maturity or, with respect to notes being redeemed, the applicable redemption date (the “Final Notice Date”), the following procedures will apply.

In all events, we will pay in cash the lesser of (i) the Conversion Obligation (as defined below) and (ii) the principal amount of notes being converted. With respect to the remaining portion, if any, of the Conversion Obligation in excess of the principal amount of notes being converted, we may elect to satisfy such obligation in cash, common stock or a combination thereof. We will notify you through the trustee of the amount (the “Cash Amount”) of the Conversion Obligation that we will satisfy in cash (which must be expressed either as 100% of the Conversion Obligation or as a fixed dollar amount of not less than $1,000 per $1,000 principal amount of notes) at any time on or before the date that is two business days following receipt of your notice of conversion (the “Cash Settlement Notice Period”). If, at the end of the Cash Settlement Averaging Period, the Conversion Obligation is less than the Cash Amount, we will deliver cash only to the extent of the Conversion Obligation, as set forth below. If we timely elect to satisfy 100% of the Conversion Obligation in cash or to pay a Cash Amount in excess of $1,000 per principal amount of notes to be converted, you may retract the conversion notice at any time during the two business day period immediately following the Cash Settlement Notice Period (the “Conversion Retraction Period”). If no such election is made by us, no such retraction may be made (and a conversion notice shall be irrevocable).

Except as set forth under “— Exchange in Lieu of Conversion,” “Cash Settlement Averaging Period” means the 10 Trading Day period beginning on the first Trading Day after the end of the Conversion Retraction Period or, if we do not elect to satisfy 100% of the Conversion Obligation in cash, and we do not elect to pay a Cash Amount in excess of $1,000, the 10 Trading Day period beginning on the first Trading Day after the end of the Cash Settlement Notice Period.

“Conversion Obligation” means, for each $1,000 principal amount of notes, the product of the then current conversion rate and the average Sale Price of our common stock for the Cash Settlement Averaging Period.

“Sale Price” of a security on any date means the closing per security sale price (or if no such sale price is reported, the average of the bid and ask prices or, if more than one in either case, the average of the average bid and the average ask prices) on such date as reported in composite transactions for the principal United States securities exchange on which such security is traded or, if such security is not listed on a United States national or regional securities exchange, as reported by Nasdaq. However if Nasdaq is no longer reporting such information, or if such

security is not reported on Nasdaq, as available in any other over-the-counter market or, if not available in any over-the counter market, the Sale Price will be determined in good faith by our board of directors.

“Trading Day” means a day during which trading in securities generally occurs on the New York Stock Exchange or, if our common stock (or relevant securities of a successor obligor) is not listed on the New York Stock Exchange, on the principal other national or regional securities exchange on which our common stock (or relevant securities of a successor obligor) is then listed or, if our common stock (or relevant securities of a successor obligor) is not listed on a national or regional securities exchange, on Nasdaq or, if our common stock (or relevant securities of a successor obligor) is not quoted on Nasdaq, on the principal other market on which our common stock (or relevant securities of a successor obligor) is then traded.

Settlement amounts will be computed as follows:

•

If we elect to satisfy our entire obligation in cash, we will deliver to you, for each $1,000 principal amount of notes, cash in an amount equal to the Conversion Obligation.

•

If we elect to satisfy a fixed portion (other than 100%) of the Conversion Obligation in cash, we will deliver to you, for each $1,000 principal amount of notes (a) cash equal to the lesser of (i) the Cash Amount and (ii) the Conversion Obligation, plus, to the extent that the Conversion Obligation exceeds the Cash Amount, (b) a number of shares of our common stock equal to the sum of, for each Trading Day in the Cash Settlement Averaging Period, (x) 10% of the difference between the Conversion Obligation and the Cash Amount, divided by (y) the Sale Price of our common stock for such Trading Day.

Conversion after the Final Notice Date. In the event that we receive your notice of conversion after the Final Notice Date, we will not send individual notices of our election to satisfy all or any portion of the Conversion Obligation in cash. Instead, if we choose to satisfy all or any portion of the Conversion Obligation in excess of $1,000 per $1,000 principal amount of notes in cash after the Final Notice Date, we will send, on or prior to the Final Notice Date, a single notice to the trustee of the dollar amount to be satisfied in cash (which must be expressed either as 100% of the Conversion Obligation or as a fixed dollar amount but may not be less than the lesser of (a) $1,000 and (b) the Conversion Obligation). Settlement amounts will be computed and settlement dates will be determined in the same manner as set forth above under “— Payment Upon Conversion — Conversion on or Prior to the Final Notice Date” except that the “Cash Settlement Averaging Period” shall be the 10 Trading Day period ending on the Trading Day immediately preceding the maturity date or the applicable redemption date, as the case may be.

We will pay cash for all fractional shares of common stock. The cash payment for fractional shares will be based on the Sale Price of our common stock on the last Trading Day of the Cash Settlement Averaging Period. Settlement (in cash and shares of common stock, if any) will occur on the second business day immediately following the end of the Cash Settlement Averaging Period.

Exchange in Lieu of Conversion

We will designate a financial institution (the “Exchange Institution”) to which we may elect to have notes surrendered for conversion initially offered for exchange in lieu of our converting the notes.

When a holder surrenders notes for conversion, by the close of business on the last business day of the Cash Settlement Notice Period (the “Election Date”), (1) we will elect to have such notes offered to the Exchange Institution for exchange in lieu of our converting the notes or (2) if we do not elect to have such notes offered to the Exchange Institution, we will notify you through the trustee of the Cash Amount as described under “— Payment Upon Conversion.” If we do not elect to have such notes offered to the Exchange Institution and instead notify you through the trustee of the Cash Amount, our Conversion Obligation shall be settled by us in the manner as described under "— Payment Upon Conversion.” Otherwise, by 9:00 a.m. New York City time on the business day immediately following the Election Date, such notes will be offered to the Exchange Institution for exchange in lieu of our converting the notes. Thereafter, the Exchange Institution will have until the close of business on the second business day immediately following the Election Date (the “Determination Date”) to accept or reject such notes.

Exchange Institution Accepts Notes. In order to accept notes surrendered for conversion, the Exchange Institution must, on the Determination Date, agree to exchange for such notes cash up to the aggregate principal amount of notes to be converted and shares of our common stock in respect of the remainder, if any, of our conversion obligation in excess of the principal amount of notes to be converted. If the Exchange Institution agrees

to accept any such notes, it will deliver the requisite cash and shares of our common stock, if any, to the conversion agent as soon as practicable but in no event later than the business day immediately following the end of the Cash Settlement Averaging Period, the amount of such common stock to be determined in the same manner as described under “— Payment Upon Conversion”; provided that the Trading Day immediately following the Determination Date will be the first Trading Day of the Cash Settlement Averaging Period. Any notes accepted for exchange by the Exchange Institution will remain outstanding.

Exchange Institution Rejects Notes. The Exchange Institution is not required to accept for exchange any notes. If the Exchange Institution does not accept any notes, in whole or in part, for exchange on the Election Date, we will deliver to the converting holder cash up to the aggregate principal amount of notes to be converted and shares of our common stock in respect of the remainder, if any, of our conversion obligation in excess of the principal amount of notes to be converted as described above under “— Payment Upon Conversion”; provided that the Trading Day immediately following the Determination Date will be the first Trading Day of the Cash Settlement Averaging Period.

Exchange Institution Fails To Deliver. If the Exchange Institution accepts any notes for exchange but does not deliver the requisite cash and shares of common stock, if any, to the conversion agent on or prior to the business day immediately following the end of Cash Settlement Averaging Period, we will deliver to the converting holder the cash payment and the number of shares of our common stock that would have been delivered to such holder if the Exchange Institution had satisfied its obligations to deliver cash up to the aggregate principal amount of notes to be converted and shares of our common stock in respect of the remainder, if any, of our conversion obligation in excess of the principal amount of notes to be converted as described above under “— Exchange Institution Accepts Notes.”

On or after the record date for receiving distributions in connection with any Fundamental Change described in clause (1) or (5) of the definition of Change of Control (or if earlier, or if there is no record date, the effective time of the Fundamental Change), all references to “our common stock” in this section, “— Exchange in Lieu of Conversion,” shall be deemed to be references to “the kind of securities and other assets or property received by holders of our common stock in such Fundamental Change,” and all references to “we” or “us” in this section, “— Exchange in Lieu of Conversion,” shall be deemed to be references to the entity that has become the successor obligor under the indenture upon the occurrence of such Fundamental Change.

For a discussion of the tax treatment of a holder receiving cash and shares of common stock upon the exchange of notes in lieu of conversion, see “U.S. Federal Tax Considerations — Tax Consequences to United States Holders — Exchange in Lieu of Conversion.”

We anticipate that we will initially designate Credit Suisse First Boston LLC as the institution to which offers described above will be made, although we may change this designation at any time. We will not pay any consideration to or otherwise enter into any arrangement with the Exchange Institution for or with respect to such designation.

Adjustment of Conversion Rate and Other Adjustments

We will adjust the conversion rate if any of the following events occurs:

	(1)		we issue common stock as a dividend or distribution on our common stock,

	(2)		we distribute rights or warrants to all holders of our common stock entitling them to subscribe for or purchase common stock at less than the Current Market Price on the record date for such issuance (for a period commencing no earlier than the record date and expiring not more than 60 days after such record date),

	(3)		we subdivide, split or combine our common stock,

	(4)		we distribute shares of capital stock, evidences of indebtedness, property or other assets (excluding dividends or distributions exclusively in cash and dividends or distributions described in clause (1) or (2) above) to all holders of our common stock;

if we distribute capital stock of, or similar equity interests in, a subsidiary or other business unit of ours, the conversion rate will be adjusted based on the market value of the securities so distributed relative to the market value of our common stock, in each case based on the average Sale Prices of those securities for the 10 Trading Days commencing on and including the fifth Trading Day after the date on which “ex-dividend trading” commences

for such distribution on the NASDAQ National Market or such other national or regional exchange or market on which our common stock is then listed or quoted;

(5)

we pay a dividend or other distribution consisting exclusively of cash to all holders of our common stock, in which case the conversion rate shall be increased so that it equals the rate determined by multiplying the conversion rate in effect on the record date with respect to the cash distribution by a fraction,

(a) the numerator of which shall be the Current Market Price of a share of our common stock, and

(b) the denominator of which shall be the Current Market Price of a share of our common stock less the amount per share of the dividend or distribution;

“Current Market Price” shall mean the average of the Sale Prices of our common stock for the three consecutive Trading Days ending on the earlier of the date of determination and the day before the “ex” date with respect to the dividend or distribution requiring such computation. For purpose of this paragraph, the term “ex” date, when used with respect to any dividend or distribution, means the first date on which the common stock trades, regular way, on the relevant exchange or in the relevant market from which the Sale Price was obtained without the right to receive such dividend or distribution, or

(6)

we pay to holders of our common stock in respect of a tender or exchange offer by us or any of our subsidiaries for our common stock a price per share in excess of the Current Market Price for one share of our common stock on the last date tenders or exchanges may be made pursuant to such tender or exchange offer.

To the extent that we have a rights plan in effect at the time of conversion of notes, and to the extent that we issue any stock upon such conversion, we will be required under the indenture to provide that the holders of the notes will receive the rights upon conversion of the notes, whether or not these rights were separated from the common stock prior to the date of such conversion, subject to certain limited exceptions. In addition, rights or warrants not issued pursuant to a rights plan that are distributed by us to all holders of common stock entitling the holders thereof to subscribe for or purchase shares of our capital stock (either initially or under certain circumstances), which rights or warrants, until the occurrence of a specified event or events are deemed to be transferred with such shares of common stock, are not exercisable, and are also issued in respect of future issuances of common stock, shall be deemed not to have been distributed, and no adjustment to the conversion rate shall be made until the occurrence of the earliest trigger event, whereupon such rights and warrants shall be deemed to have been distributed and an appropriate adjustment to the conversion rate shall be made.

In the event that:

	•		we reclassify our common stock,

	•		we consolidate or merge with another entity, or

	•		we sell, lease, convey or otherwise dispose to another person all or substantially all of our assets,

and holders of our outstanding common stock would be entitled to receive stock, other securities, other property, assets or cash for their common stock, except as described above under “— Conversion Rights” in the case of a conversion in connection with a Fundamental Change, you will be entitled to convert your notes into cash, and with respect to the portion of the Conversion Obligation in excess (if any) of the principal amount of notes being converted, cash, the kind of securities and other assets or property received by holders of our common stock in such transaction or event, or a combination thereof, at the election of Century or the obligor under the indenture (if not Century), as the case may be, in the same manner as described above under “— Conversion Rights” in the case of a conversion in connection with a Fundamental Change. If we engage in any such reclassification, consolidation, merger, or sale, lease, conveyance or other disposition of assets, the conversion rate would not be adjusted.

We may, from time to time, voluntarily increase the conversion rate for a period of at least 20 days, subject to the shareholder approval requirements under the Nasdaq marketplace rules. We will give at least 15 days’ prior notice of any increase in the conversion rate. We may also increase the conversion rate to avoid or diminish income tax to holders of our common stock in connection with a dividend or distribution of stock or similar event. No payment or adjustment will be made for dividends or distributions on any common stock issued upon conversion of any note.

No adjustment in the conversion rate will be required unless it would result in a change in the conversion rate of at least 0.5%. Any adjustment not made will be taken into account in subsequent adjustments.

In some circumstances, you may be deemed to have received a distribution or dividend subject to United States federal income tax as a result of an adjustment or the non-occurrence of an adjustment to the conversion rate.

Determination of the Make Whole Premium

If a Fundamental Change occurs prior to August 6, 2009, we will pay a make whole premium upon the repurchase of the notes as described below under “— Repurchase at the Option of a Holder Upon a Fundamental Change” and upon the conversion of the notes as described above under “— Conversion Rights” in the case of a Fundamental Change. No make whole premium will be paid if the Stock Price (as defined below) is less than $24.83 per share. The make whole premium shall be equal to a percentage of the principal amount of the notes. The make whole premium will be in addition to, and not in substitution for, any cash, securities, or other assets otherwise due to holders of notes upon conversion, repurchase or redemption as described herein. The make whole premium will be determined by reference to the table below and is based on the date on which the Fundamental Change becomes effective (the “Effective Date”) and the price (the “Stock Price”) paid (or deemed to be paid) per share of our common stock in the transaction constituting the Fundamental Change (such Stock Price subject to adjustment as described below). If holders of our common stock receive only cash in the Fundamental Change, the Stock Price shall be the cash amount paid per share. In all other cases, the Stock Price shall be the average Sale Price of our common stock for the 10 Trading Days immediately prior to but not including the Effective Date.

We will pay the make whole premium solely in shares of our common stock or in the same form of consideration into which all or substantially all of the shares of our common stock have been converted or exchanged in connection with the Fundamental Change (in each case, other than cash paid in lieu of fractional shares). The make whole premium will be payable on the repurchase date for the notes after the Fundamental Change, both for notes tendered for repurchase and for notes converted in connection with the Fundamental Change. If holders of our common stock receive or have the right to receive more than one form of consideration in connection with such Fundamental Change, then for purposes of the foregoing, the forms of consideration in which the make whole premium will be paid will be in proportion to the different forms of consideration paid to our common stockholders in connection with such Fundamental Change.

The value of our shares or other consideration for purposes of determining the number of shares or other consideration to be issued in respect of the make whole premium will be calculated as follows:

•

In the case of a Fundamental Change in which all or substantially all of the shares of our common stock have been, as of the Effective Date, converted into or exchanged for the right to receive securities or other assets or property, then the consideration shall be valued as follows:

(a) securities that are traded on a United States national securities exchange or approved for quotation on the NASDAQ National Market or any similar system of automated dissemination of quotations of securities prices will be valued at 98% of the average Sale Price for the 10 Trading Days immediately prior to but excluding the repurchase date,

(b) other securities, assets or property (other than cash) that holders will have the right to receive will be valued based on 98% of the average of the fair market value of such securities, assets or property (other than cash) as determined by two independent nationally recognized investment banks selected by the trustee, and

•

In all other cases, the value of our shares will equal 98% of the average of the Sale Price of our common stock for the 10 Trading Days immediately prior to but excluding the repurchase date.

Notwithstanding the foregoing, in no event shall the value of our common stock be less than 50% of the Stock Price used to determine the amount of the make whole premium.

The Stock Prices set forth in the first column of the table will be adjusted as of any date on which the conversion rate of the notes is adjusted. The adjusted Stock Prices will equal the Stock Prices applicable immediately prior to such adjustment multiplied by a fraction, the numerator of which is the conversion rate

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immediately prior to the adjustment giving rise to the Stock Price adjustment and the denominator of which is the conversion rate as so adjusted.

The following table sets forth make whole premiums (table in percentages):

Make Whole Premium Upon Fundamental Change (% of Face Value)


	Effective Date
	August 9,		August 1,		August 1,		August 1,		August 1,		August 6,
Stock Price	2004		2005		2006		2007		2008		2009
$24.83		7.6000		7.1000		6.2000		4.6000		1.6000		0.0000
$25.00		8.0000		7.5000		6.6000		5.0000		1.9000		0.0000
$30.00		21.4000		20.3000		18.6000		16.1000		11.9000		0.0000
$35.00		20.5000		19.1000		17.1000		14.1000		9.2000		0.0000
$40.00		18.5000		16.8000		14.6000		11.3000		6.3000		0.0000
$45.00		16.8000		15.0000		12.6000		9.2000		4.4000		0.0000
$50.00		15.5000		13.6000		11.0000		7.7000		3.2000		0.0000
$55.00		14.4000		12.4000		9.8000		6.5000		2.4000		0.0000
$60.00		13.5000		11.4000		8.8000		5.6000		1.9000		0.0000
$65.00		12.7000		10.6000		8.1000		5.0000		1.5000		0.0000
$70.00		12.0000		9.9000		7.5000		4.4000		1.3000		0.0000
$75.00		11.5000		9.5000		6.9000		4.0000		1.1000		0.0000
$80.00		11.0000		8.9000		6.5000		3.7000		1.1000		0.0000
$90.00		10.2000		8.1000		5.8000		3.3000		0.9000		0.0000
$100.00		9.6000		7.6000		5.4000		3.0000		0.9000		0.0000
$110.00		9.2000		7.1000		5.0000		2.8000		0.9000		0.0000
$120.00		8.8000		6.9000		4.8000		2.7000		0.9000		0.0000

The exact Stock Price and Effective Dates may not be set forth on the table, in which case:

•

If the Stock Price is between two Stock Prices on the table or the Effective Date is between two Effective Dates on the table, the make whole premium will be determined by straight-line interpolation between make whole premium amounts set forth for the higher and lower Stock Prices and the two Effective Dates, as applicable, based on a 365-day year.

•

If the Stock Price is in excess of $120.00 per share (such price subject to adjustment in the same manner as the Stock Price), the make whole premium in the row corresponding to $120.00 will be paid.

•

If the Stock Price is less than or equal to $24.83 per share (such price subject to adjustment in the same manner as the Stock Price), no make whole premium will be paid.

No make whole premium will be payable in connection with a Fundamental Change that occurs on or after August 6, 2009.

Our obligation to pay the make whole premium could be considered a penalty, in which case the enforceability thereof would be subject to general equitable principles of reasonableness of economic remedies.

Optional Redemption of Notes

On or after August 6, 2009, we may redeem some or all of the notes for cash at any time and from time to time, at a price equal to 100% of the principal amount of the notes being redeemed, plus accrued and unpaid interest, if any, to, but excluding, the redemption date. If the redemption date is after a record date but on or prior to the corresponding interest payment date, interest will be paid on such interest payment date to the record holder on the relevant record date, and only the principal amount of the notes will be paid to the redeeming holder. We will give not less than 20 business days’ nor more than 60 business days’ notice of redemption by mail to holders of the notes. Holders may convert notes or portions of notes called for redemption until the close of business on the business day prior to the redemption date. Upon redemption, holders of notes that are redeemed will receive, in exchange for such notes, the redemption price in cash.

No notes may be redeemed by us if the principal amount of the notes has been accelerated, and such acceleration has not been rescinded, on or prior to the redemption date.

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Partial Redemption

If we redeem less than all of the outstanding notes, the trustee will select the notes to be redeemed on a pro rata basis in principal amounts of $1,000 or integral multiples of $1,000. If a portion of a holder’s notes is selected for partial redemption and the holder converts a portion of the notes, the converted portion shall be deemed to be the portion selected for redemption.

Purchase of Notes at the Option of the Holder

On each of August 1, 2011, August 1, 2014 and August 1, 2019 (and if such day is not a business day, on the following business day), you may require us to purchase all or part of your notes for cash, in integral multiples of $1,000, for which you have properly delivered and not withdrawn a written purchase notice, at a purchase price equal to 100% of the principal amount of the notes being purchased. Interest on notes submitted for purchase on August 1, 2011, August 1, 2014 or August 1, 2019 will be paid on such purchase date to the record holder on the preceding record date. You may submit your notes for purchase to the paying agent designated by us at any time from the opening of business on the date that is 20 business days prior to the purchase date until the close of business on the business day prior to the purchase date.

No notes may be purchased by us at the option of holders on August 1, 2011, August 1, 2014 or August 1, 2019 if the principal amount of the notes has been accelerated, and such acceleration has not been rescinded, on or prior to the purchase date.

For a discussion of the tax treatment of a holder receiving cash, see “U.S. Federal Tax Considerations.”

Required Notices and Procedure

On a date not less than 20 business days prior to any date for purchase at the option of the holder, we will give notice to holders at their addresses shown in the register of the registrar, and to beneficial owners as required by applicable law, stating, among other things, the procedures that holders must follow to require us to purchase their notes.

A purchase notice must be received by the paying agent no later than the close of business on the business day prior to the purchase date and must specify the notes for which the purchase right is being exercised.

You may withdraw any purchase notice by delivering a written notice of withdrawal to the paying agent prior to the close of business on the business day prior to the purchase date.

In connection with any purchase offer, including a repurchase at the option of a holder upon a Fundamental Change, as described below, we will:

•

comply in all material respects with the provisions of Rule 13e-4, Rule 14e-1 and any other tender offer rules under the Exchange Act that may then apply;

•

file a Schedule TO, if required, or any other required schedule under the Exchange Act; and

•

otherwise comply with all federal and state securities laws.

Our obligation to pay the purchase price for a note as to which you have delivered and not validly withdrawn a purchase notice is conditioned upon the holder delivering the note, together with necessary endorsements, to the paying agent at any time after delivery of the purchase notice. We will cause the purchase price for the note to be paid promptly following the later of the purchase date or the time of delivery of the note.

If the paying agent holds money sufficient to pay the purchase price of the note on the purchase date in accordance with the terms of the indenture, then, immediately after the purchase date, the note will cease to be outstanding. After the note ceases to be outstanding, all other rights of the holder shall terminate, other than the right to receive the purchase price upon delivery of the note.

Repurchase at the Option of a Holder Upon a Fundamental Change

If a Fundamental Change occurs, you may require us to repurchase all of your notes, or any portion of your notes that are an integral multiple of $1,000 for cash, on a date designated by us that is not less than 30 days nor more than 60 days after the date of the written notice of the Fundamental Change, at a price equal to 100% of the

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principal amount of the notes, plus accrued and unpaid interest, if any, to but excluding the repurchase date, payable in cash, plus the make whole premium, if any, payable in stock (or in the same form of consideration into which our common stock has been converted or exchanged in connection with such Fundamental Change), determined as described above under “— Determination of the Make Whole Premium.” If the Fundamental Change repurchase date is after a record date but on or prior to the corresponding interest payment date, interest will be paid on such interest payment date to the record holder on the relevant record date, and only the principal amount of the notes, plus the make whole premium, if any, will be paid to the holder submitting the notes for repurchase on such Fundamental Change repurchase date.

We will mail to the trustee and each holder a written notice of the Fundamental Change within 30 days after the occurrence of a Fundamental Change. This notice will contain certain specified information, including:

•

information about the terms and conditions of the Fundamental Change;

•

information about the holders’ right to convert the notes;

•

information about the holders’ right to require us to repurchase the notes;

•

the Fundamental Change repurchase date (which date must be not less than 30 days nor more than 60 days after the date of the written notice of such Fundamental Change);

•

the procedures required for exercise of the repurchase option upon the Fundamental Change; and

•

the name and address for the paying and conversion agents.

You must deliver written notice of your exercise of this repurchase right to the paying agent at any time prior to the close of business on the business day prior to the Fundamental Change repurchase date. The written notice must specify the notes for which the repurchase right is being exercised. If you wish to withdraw this election, you must provide a written notice of withdrawal to the paying agent at any time prior to the close of business on the business day prior to the Fundamental Change repurchase date.

“Fundamental Change” means the occurrence of a Change of Control or a Termination of Trading.

“Change of Control” means the occurrence of one or more of the following events:

(1) any sale, lease, conveyance or other disposition (in one transaction or a series of related transactions) of all or substantially all of our assets to any person or group of related persons, other than to any of our wholly owned subsidiaries, as defined in Section 13(d) of the Exchange Act (a “group”) (whether or not otherwise in compliance with the provisions of the indenture);

(2) the approval by the holders of our capital stock of any plan or proposal for our liquidation or dissolution (whether or not otherwise in compliance with the provisions of the indenture);

(3) any “person” or “group” (as such terms are used for purposes of Sections 13(d) and 14(d) of the Exchange Act), is or becomes the “beneficial owner” (as such term is used in Rule 13d-3 under the Exchange Act), directly or indirectly, of more than 50% of the total voting power of our voting stock (other than through the creation of a holding company for Century that does not involve a change in the beneficial ownership of Century as a result of the transaction, so long as (x) such transaction is a consolidation or merger in which such holding company assumes Century’s obligations on the notes and under the indenture and (y) thereafter, holders of the notes would be entitled, pursuant to the terms of the indenture described above, to convert their notes into cash, and with respect to the portion of the Conversion Obligation in excess of the principal amount of notes being converted (if any), cash, common stock of such holding company or a combination thereof, at the election of such holding company, in the same manner as described under “— Payment Upon Conversion);

(4) during any period of two consecutive years after the date of the Indenture, individuals who at the beginning of any such period constituted our Board of Directors, together with any new directors whose election by such Board or whose nomination for election by our stockholders was approved by a majority of the directors then still in office who were either directors at the beginning of such period or whose election or nomination for election was previously so approved, cease for any reason to constitute a majority of our Board of Directors then in office; or

(5) any consolidation by us with, or merger by us with or into, another person or any consolidation by another person with, or merger by another person with or into, us, in any such event other than pursuant to a

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transaction in which the persons that beneficially owned (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, the shares of our voting stock immediately prior to such transaction, beneficially own, directly or indirectly, immediately after such transaction, shares of voting stock of the continuing or surviving person representing at least a majority of the total voting power of all outstanding classes of voting stock of the continuing or surviving person in substantially the same proportion as such ownership immediately prior to the transaction.

However, a Change of Control will not include any transaction or event in connection with which all or substantially all of our common stock is exchanged for, converted into, acquired for or constitutes solely the right to receive consideration consisting of, all or substantially all common stock that is: (i) listed on, or immediately after the transaction or event will be listed on, a United States national securities exchange or (ii) approved, or immediately after the transaction or event will be approved, for quotation on Nasdaq or any similar United States system of automated dissemination of quotations of securities prices.

The definition of a Change of Control includes a phrase relating to the sale, lease, conveyance or other disposition of “all or substantially all” of our assets. Although there is a developing body of case law interpreting the phrase “substantially all,” there is no precise definition of the phrase under applicable law. Accordingly, the ability of a holder of convertible notes to require us to repurchase such convertible notes as a result of a sale, lease, conveyance or other disposition of less than all of our assets to another person or group may be uncertain.

“Termination of Trading” means that our common stock or other securities into which, subject to the settlement provisions set forth above under “Conversion Rights — Payment Upon Conversion”, the notes are convertible are neither listed for trading on a United States national securities exchange nor approved for listing on Nasdaq or any similar United States system of automated dissemination of quotations of securities prices.

No notes may be repurchased by us at the option of holders upon a Fundamental Change if the principal amount of the notes has been accelerated, and such acceleration has not been rescinded, on or prior to the repurchase date for such Fundamental Change.

Your repurchase right upon the occurrence of a Fundamental Change could, in certain circumstances, make more difficult or discourage a potential takeover of Century and, thus, removal of incumbent management. The Fundamental Change repurchase right, however, is not the result of management’s knowledge of any specific effort to accumulate shares of common stock or to obtain control of Century by means of a merger, tender offer, solicitation or otherwise. Instead, the Fundamental Change purchase feature is a standard term contained in other similar convertible debt offerings.

We or our subsidiaries could in the future enter into certain transactions, including highly leveraged recapitalizations, that would not constitute a Fundamental Change and would, therefore, not provide the holders with the protection requiring us to repurchase the notes.

We may be unable to repurchase the notes at your option, whether upon the occurrence of a Fundamental Change or otherwise. We may not have enough funds to pay the redemption price for all tendered notes on a redemption date. Our secured revolving credit facility provides that the occurrence of certain change of control events with respect to Century will constitute a default thereunder and the indenture governing our senior notes requires us to make an offer to repurchase such notes upon certain change of control events. Any future credit agreements or other agreements relating to our indebtedness, may contain provisions prohibiting redemption of the notes under certain circumstances, expressly prohibit our redemption of the notes upon a Fundamental Change, provide that a Fundamental Change constitutes a default under that agreement or provide for repurchase or redemption of such indebtedness upon certain change of control or similar events. If a redemption date occurs at a time when we are prohibited from purchasing or redeeming notes, we would be required to seek the consent of our lenders to redeem the notes or attempt to refinance that debt. If we do not obtain consent, we would not be permitted to purchase or redeem the notes. Our failure to redeem tendered notes would constitute an event of default under the indenture, which might constitute a default under the terms of our other indebtedness.

Events of Default and Notice Thereof

The following constitute events of default under the indenture:

(1) a default in the payment of principal on any note when due, whether at maturity, upon redemption, purchase or repurchase, or otherwise,

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(2) default in the payment of the make whole premium, if any, when due,

(3) a default in the payment of interest (including additional interest, if any) on any note which continues for 30 days or more after such payment is due,

(4) a default in the performance of any other of our covenants or agreements in the indenture that continues for 60 days after written notice to us by the trustee or to us and the trustee by the holders of at least 25% in principal amount of then outstanding notes,

(5) failure by us to make any payment when due, including any applicable grace period, in respect of our indebtedness for borrowed money, which payment is in an amount in excess of $10 million, individually or in the aggregate,

(6) default by us or our subsidiaries with respect to any of our indebtedness for borrowed money, which default results in acceleration of any such indebtedness that is an amount in excess of $10 million, individually or in the aggregate (provided that if such acceleration is rescinded or annulled, then the event of default under the indenture will be cured),

(7) failure by us to deliver cash, shares of our common stock or other property upon conversion of the notes as required under the indenture and such failure continues for a period of 10 days,

(8) failure to provide a notice of a Fundamental Change in accordance with the indenture, and

(9) certain events relating to bankruptcy, insolvency or reorganization.

If an event of default occurs and is continuing, the trustee or the holders of not less than 25% in principal amount of outstanding notes may declare the principal of and accrued and unpaid interest, if any, on all the notes to be immediately due and payable. If the event of default relates to bankruptcy, insolvency or reorganization, the notes shall automatically become due and payable immediately, subject to applicable law. After any such acceleration, but before a judgment or decree based on acceleration, the holders of a majority in aggregate principal amount of the notes may, under certain circumstances, rescind and annul such acceleration if all events of default, other than the non-payment of accelerated principal, have been cured or waived.

You may not enforce the indenture or notes except as provided in the indenture. Subject to the provisions of the indenture relating to the duties of the trustee in case an event of default occurs and is continuing, the trustee will be under no obligation to exercise any of the rights or powers under the indenture at the request or direction of any holders of the notes, unless the holders shall have offered the trustee indemnity or security satisfactory to it. Subject to the indemnification provisions and certain limitations contained in the indenture, the holders of a majority in principal amount of the notes at the time outstanding will have the right to direct the time, method and place of conducting any proceeding for any remedy available to the trustee or exercising any trust or power conferred on the trustee. Those holders may, in certain cases, waive any default except a default in payment of the make whole premium or of principal of, or interest on, any note, a failure to comply with certain provisions of the indenture relating to conversion of the notes or we fail to comply with any of the provisions of the indenture that would require the consent of the holder of each outstanding note affected.

We are required to furnish the trustee annually with an officer’s certificate as to our compliance with the conditions and covenants provided for in the indenture and specifying any known defaults.

Discharge

The indenture provides that we may terminate certain of our obligations under the indenture at any time by delivering all outstanding notes to the trustee for cancellation if we have paid all sums payable by us under the indenture. At any time within one year before the maturity of the notes or the redemption date at our option, we may terminate certain of our obligations under the indenture, other than our obligations to pay the make whole premium and the principal of, and interest on, the notes and our obligations in connection with your right to convert your notes, by depositing with the trustee money or U.S. Government obligations sufficient to pay all remaining indebtedness on the notes when due.

Merger and Consolidation

We may not consolidate or merge with or into, or sell, lease, convey or otherwise dispose of all or substantially all of our assets to, another corporation, person or entity unless:

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(1) the successor person, if any, is a corporation, limited liability company, partnership or trust organized and existing under the laws of the United States, any state of the United States or the District of Columbia and assumes our obligations on the notes and under the indenture,

(2) immediately after giving effect to such transaction, no default or event of default shall have occurred and be continuing, and

(3) other conditions specified in the indenture are met.

Modification and Waiver

Except as described below, supplements of, and amendments to, the indenture or the notes may be made by us and the trustee with the consent of the holders of not less than a majority in aggregate principal amount of outstanding notes and any existing default or compliance with any provisions may be waived with the consent of the holders of a majority in aggregate principal amount of the outstanding notes, subject to certain exceptions. However, we and the trustee may amend or supplement the indenture or the notes, without the consent of the holders of the notes, to cure any ambiguity, defect or inconsistency (provided that such amendment or supplement shall not materially adversely affect the rights of the holders), to provide for the assumption of our obligations to holders of the notes, to conform any provision of the indenture or notes to this “Description of the Notes” and to make certain changes with respect to conversion rights in case of a merger or acquisition in compliance with the indenture or to make any change that does not materially adversely affect the rights of a holder of the notes. Without the consent of the holders of each note affected thereby, an amendment, supplement or waiver may not:

	•		change the stated maturity date of the principal of any note, the date the make whole premium or any installment of interest is due on any note, or adversely affect or impair the right to convert any note,

	•		reduce the principal amount or interest (including additional interest, if any) due on any note whether at maturity, upon redemption, purchase or repurchase, or otherwise,

	•		reduce the make whole premium payable, if any, on any note,

	•		change the currency for payment on any note,

	•		impair the right to institute suit for the enforcement of any payment on or with respect to, or the conversion of, any note,

	•		adversely affect any option of holders to have us repurchase the notes on a specified date,

	•		change the ranking of the notes in a manner adverse to the holders of the notes,

	•		change the quorum or voting requirements under the indenture,

	•		after the occurrence of a Fundamental Change, modify the provisions with respect to the repurchase right of the holders upon a Fundamental Change in a manner adverse to holders,

	•		reduce the above-stated percentage of outstanding notes necessary to amend or supplement the indenture or waive defaults or compliance, or

	•		modify (with certain exceptions) any provisions of the indenture relating to modification and amendment of the indenture or waiver of compliance with conditions and defaults thereunder.

Concerning the Trustee

The trustee under the indenture, Wilmington Trust Company, has been appointed by us as the initial paying agent, conversion agent and registrar with respect to the notes. Wilmington Trust Company, is also the trustee for our remaining outstanding first mortgage notes and is the trustee for our senior notes. We and our subsidiaries may maintain deposit accounts and conduct other banking transactions with the trustee or its affiliates in the ordinary course of business, and the trustee and its affiliates may from time to time in the future provide us with banking and financial services in the ordinary course of their business.

In case an event of default shall occur (and shall not be cured) and holders of the notes have notified the trustee, the trustee will be required to exercise its powers with the degree of care and skill that a prudent person would exercise under the circumstances in the conduct of such person’s own affairs. Subject to such provisions, the trustee

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is under no obligation to exercise any of its rights or powers under the indenture at the request of any of the holders of notes, unless the holders shall have offered to the trustee indemnity or security satisfactory to it.

Governing Law

The indenture and notes are governed by and construed in accordance with the laws of the State of New York.

Book-Entry Delivery and Form

We initially issued the notes in the form of one global security deposited with the trustee as custodian for DTC and registered in the name of a nominee of DTC. Except as set forth below, the global security may be transferred, in whole and not in part, only to DTC or another nominee of DTC or to a successor of DTC or its nominee. Holders may hold beneficial interests in the global security directly through DTC if they have an account with DTC or indirectly through organizations which have accounts with DTC. Notes in definitive certificated form (called “certificated notes”) will be issued only in certain limited circumstances described below.

DTC has advised us that it is:

	•		a limited purpose trust company organized under the laws of the State of New York;

	•		a member of the Federal Reserve System;

	•		a “clearing corporation” within the meaning of the New York Uniform Commercial Code; and

	•		a “clearing agency” registered pursuant to the provisions of Section 17A of the Exchange Act.

DTC was created to hold securities of institutions that have accounts with DTC (called “participants”) and to facilitate the clearance and settlement of securities transactions among its participants in such securities through electronic book-entry changes in accounts of the participants, thereby eliminating the need for physical movement of securities certificates. DTC’s participants include securities brokers and dealers, banks, trust companies, clearing corporations and certain other organizations. Access to DTC’s book-entry system is also available to others such as banks, brokers, dealers and trust companies (called “indirect participants”) that clear through or maintain a custodial relationship with a participant, whether directly or indirectly.

Pursuant to procedures established by DTC, upon the deposit of the global security with DTC, DTC credited on its book-entry registration and transfer system the principal amount of notes represented by such global security to the accounts of participants. Ownership of beneficial interests in the global security are limited to participants or persons that may hold interests through participants. Ownership of beneficial interests in the global security are shown on, and the transfer of those ownership interests will be effected only through, records maintained by DTC (with respect to participants’ interests), the participants and the indirect participants. The laws of some jurisdictions may require that certain purchasers of securities take physical delivery of such securities in definitive form. These limits and laws may impair the ability to transfer or pledge beneficial interests in the global security.

Beneficial owners of interests in global securities who desire to convert their interests should contact their brokers or other participants or indirect participants through whom they hold such beneficial interests to obtain information on procedures, including proper forms and cut-off times, for submitting requests for conversion.

So long as DTC, or its nominee, is the registered owner or holder of a global security, DTC or its nominee as the case may be, will be considered the sole owner or holder of the notes represented by the global security for all purposes under the indenture and the notes. In addition, no beneficial owner of an interest in a global security will be able to transfer that interest except in accordance with the applicable procedures of DTC. Except as set forth below, as an owner of a beneficial interest in the global security a holder will not be entitled to have the notes represented by the global security registered in its name, will not receive or be entitled to receive physical delivery of certificated notes and will not be considered to be the owner or holder of any notes under the global security. We understand that under existing industry practice if an owner of a beneficial interest in the global security desires to take any action that DTC, as the holder of the global security, is entitled to take, DTC would authorize the participants to take such action and the participants would authorize beneficial owners owning through such participants to take such action or would otherwise act upon the instructions of beneficial owners owning through them.

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We will make payments of principal of, interest on, and the make whole premium, if any, on the notes represented by the global security registered in the name of and held by DTC or its nominee to DTC or its nominee, as the case may be, the registered owner and holder of the global security. Neither we, the trustee, nor any paying agent will have responsibility or liability for any aspect of the records relating to or payments made on account of beneficial ownership interests in the global security or for maintaining, supervising or reviewing any records relating to such beneficial ownership interests.

We expect that DTC or its nominee, upon receipt of any payment of principal of, interest on, and the make whole premium, if any, on the global security, will credit participants’ accounts with payments in amounts proportionate to the respective beneficial interests in the principal amount of the global security as shown on the records of DTC or its nominee. We also expect that payments by participants or indirect participants to owners of beneficial interests in the global security held through such participants or indirect participants will be governed by standing instructions and customary practices and will be the responsibility of such participants or indirect participants. We will not have any responsibility or liability for any aspect of the records relating to, or payments made on account of, beneficial ownership interests in the global security for any note or for maintaining, supervising or reviewing any records relating to such beneficial ownership interests or for any other aspect of the relationship between DTC and its participants or indirect participants or the relationship between such participants or indirect participants and the owners of beneficial interests in the global security owning through such participants.

Transfers between participants in DTC will be effected in the ordinary way in accordance with DTC rules and will be settled in same-day funds.

We understand that DTC will take any action permitted to be taken by a holder of notes only at the direction of one or more participants to whose account the DTC interests in the global security is credited and only in respect of such portion of the aggregate principal amount of notes as to which such participant or participants has or have given such direction. However, if DTC notifies us that it is unwilling to be a depositor for the global security or ceases to be a clearing agency or there is an event of default under the notes, DTC will exchange the global security for certificated notes that it will distribute to its participants and that will be legended, if required.

Although DTC is expected to follow the foregoing procedures in order to facilitate transfers of interests in the global security among participants of DTC, it is under no obligation to perform or continue to perform such procedures, and such procedures may be discontinued at any time. Neither we nor the trustee will have any responsibility or liability for the performance by DTC or the participants or indirect participants of their respective obligations under the rules and procedures governing their respective operations.

Registration Rights

We have agreed pursuant to a registration rights agreement with the initial purchasers, for the benefit of the holders of the notes and any common stock issued upon the conversion thereof, that we will, at our cost:

(1) file within 120 days after the first date of initial issuance of the notes a registration statement on an appropriate form, referred to as the shelf registration statement, covering resales of the notes and any common stock issued upon their conversion, which together are referred to as the “registrable securities,” pursuant to Rule 415 under the Securities Act,

(2) use our best efforts to cause the shelf registration statement to be declared effective under the Securities Act as soon as practicable, but in no event later than 210 days from the first date of initial issuance of the notes, and

(3) use best efforts to keep the shelf registration statement effective after its effective date until the date which is the earliest of:

(a) the second anniversary of the effective date of the shelf registration statement,

(b) such time as all the registrable securities have been sold pursuant to the shelf registration statement, transferred pursuant to Rule 144 under the Securities Act or otherwise transferred in a manner that results in such securities not being subject to transfer restrictions under the Securities Act and the absence of a need for a restrictive legend regarding registration under the Securities Act, and

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(c) such time when all of the registrable securities held by our non-affiliates (from the time of issuance) are eligible for sale pursuant to Rule 144(k) under the Securities Act or any successor rule or regulation thereto.

We will, among other things, provide to each holder for whom such shelf registration statement was filed copies of the prospectus that is a part of the shelf registration statement, notify each such holder when the shelf registration statement has become effective and take certain other actions as are required to permit resales of the notes and any common stock issued upon the conversion thereof by such holders to third parties.

We are permitted to suspend the use of the prospectus which is a part of the shelf registration statement for one or more periods not to exceed an aggregate of 45 days in any 90 day period or an aggregate of 120 days in any twelve-month period under certain circumstances relating to pending corporate developments, public filings with the SEC and similar events.

If:

(1) on or prior to the 120th day after the first date of original issuance of the notes, the shelf registration statement has not been filed with the SEC,

(2) on or prior to the 210th day after the first date of original issuance of the notes, the shelf registration statement has not been declared effective by the SEC, or

(3) after the shelf registration statement has been declared effective, such shelf registration statement ceases to be effective or usable in connection with resales of notes and any common stock issued upon the conversion thereof for more than 45 days in any 90 day period or in excess of 120 days in any 12 month period in accordance with the registration rights agreement (each such event referred to in clauses (1) to (3), a “registration default”),

additional interest will accrue on any unconverted notes that are registrable securities, from and including the date on which any such registration default shall occur to, but excluding the date on which all registration defaults have been cured. Additional interest will be paid semi-annually in arrears, with the first semi-annual payment due on the first interest payment date, as applicable, following the date on which such additional interest begins to accrue, and will accrue at a rate per year equal to:

(1) an additional 0.25% of the principal amount following such registration default; and

(2) an additional 0.25% (in addition to the additional interest provided for in clause (1) above) of the principal amount from and after the 91st day following such registration default.

In no event will additional interest accrue at a rate per year exceeding an aggregate of 0.50% as a result of any combination of one or more registration defaults (subject to the time limitations set forth above). No additional interest will accrue on any shares of common stock into which notes have been converted.

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We will pay all registration expenses of the shelf registration and provide each holder that is selling registrable securities pursuant to the shelf registration statement with such number of copies of the related prospectus as such holder requests. We will take such other actions as are specified in the registration rights agreement to facilitate resales of the registrable securities under the shelf registration statement. Selling securityholders will be responsible for all of their individual selling expenses, including commissions and discounts.

The summary herein of certain provisions of the registration rights agreement does not purport to be complete and is subject to, and is qualified in its entirety by reference to, all the provisions of the registration rights agreement, which is filed as an exhibit to the registration statement of which this prospectus forms a part.

Purchase and Cancellation

All notes surrendered for payment, redemption, registration of transfer or exchange or conversion will be delivered to the trustee. All notes delivered to the trustee will be cancelled promptly by the trustee. No notes will be authenticated in exchange for any notes cancelled as provided in the indenture. We may, to the extent permitted by law, purchase notes in the open market or by tender offer at any price or by private agreement. Any notes purchased by us may, to the extent permitted by law be reissued or resold or may, at our option, be surrendered to the trustee for cancellation. Any notes surrendered for cancellation may not be reissued or resold and will be promptly cancelled. Any notes held by us or any of our subsidiaries shall be disregarded for voting purposes in connection with any notice, waiver, consent or direction requiring the vote or concurrence of note holders.

Replacement of Notes

We will replace mutilated, destroyed, stolen or lost notes at a holder’s expense upon delivery to the trustee of the mutilated notes, or evidence of the loss, theft or destruction of the notes satisfactory to us and the trustee. In the case of a lost, stolen or destroyed note, indemnity satisfactory to the trustee and us may be required at the expense of the holder of such note before a replacement note will be issued.

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DESCRIPTION OF CAPITAL STOCK

Our authorized capital stock consists of 50,000,000 shares of common stock, par value $0.01 per share, and 5,000,000 shares of preferred stock, par value $0.01 per share. At November 30, 2004, we had outstanding 32,033,464 shares of our common stock and 789,224 shares reserved for issuance upon the exercise of outstanding stock options and the vesting of outstanding performance shares and restricted stock awards.

The following summary description does not purport to be complete and is qualified in its entirety by the Delaware General Corporation Law, or DGCL, our restated certificate of incorporation and our amended and restated bylaws. See “Where You Can Find More Information.” Reference is made to the DGCL, our certificate of incorporation and our bylaws for a detailed description of the provisions we have summarized below.

Common Stock

Holders of our common stock are entitled to one vote for each share held on all matters submitted to a vote of stockholders, including the election of directors. Our certificate of incorporation does not provide for cumulative voting in the election of directors. Accordingly, holders of a majority of the shares of our common stock entitled to vote in any election of directors may elect all the directors standing for election. Subject to any preferential rights of any outstanding series of preferred stock created by our board of directors, the holders of our common stock are entitled to receive ratably such dividends, if any, as may be declared from time to time by our board of directors from funds which are legally available for that purpose. Upon the liquidation, dissolution or winding up of Century Aluminum, the holders of our common stock are entitled to receive ratably any of our net assets available after the payment of all debts and other liabilities and subject to the prior rights of any outstanding preferred stock. Holders of our common stock have no preemptive, subscription, redemption or conversion rights. All shares of our common stock currently outstanding and those to be issued upon the completion of any offering under a prospectus supplement will be fully paid and nonassessable. The rights, preferences and privileges of holders of our common stock are subject to, and may be adversely affected by, the rights of the holders of shares of any series of our preferred stock which are currently outstanding or which we may designate and issue in the future.

Preferred Stock

Under our certificate of incorporation, our board of directors is authorized to issue up to 5,000,000 shares of preferred stock without any vote or action by the holders of our common stock. Our board of directors may issue preferred stock in one or more series and determine for each series the dividend rights, conversion rights, voting rights, redemption rights, liquidation preferences, sinking fund terms and the number of shares constituting that series, as well as the designation thereof. Depending upon the terms of preferred stock established by our board of directors, any or all of the preferred stock could have preference over the common stock with respect to dividends and other distributions and upon the liquidation of Century Aluminum Company. In addition, issuance of any shares of preferred stock with voting powers may dilute the voting power of the outstanding common stock.

Certain Provisions That May Have an Anti-Takeover Effect

The provisions of our certificate of incorporation and bylaws and the DGCL summarized in the following paragraphs may have an anti-takeover effect and may delay, defer or prevent a tender offer or takeover attempt, including those attempts that might result in a premium over the market price for the shares held by our stockholders.

Issuance of preferred stock. Our certificate of incorporation provides our board of directors with the authority to issue shares of preferred stock and to set the voting rights, preferences and other terms thereof.

Business combinations. In addition to any affirmative vote required by law, our certificate of incorporation requires either: (1) the approval of a majority of the disinterested directors, (2) the approval of the holders of at least two-thirds of the aggregate voting power of the outstanding voting shares of Century Aluminum, voting as a class, or (3) the satisfaction of certain minimum price requirements and other procedural requirements, as preconditions to certain business combinations with, in general, a person who is the beneficial owner of 10% or more of our outstanding voting stock.

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Classified board. Our certificate of incorporation provides for a classified board of directors consisting of three classes as nearly equal in size as is practicable. Each class holds office until the third annual meeting for election of directors following the election of such class.

Number of directors; removal; vacancies. Our certificate of incorporation provides that the number of directors shall not be less than 3 nor more than 11. The directors shall have the exclusive power and right to set the exact number of directors within that range from time to time by resolution adopted by vote of a majority of the entire board of directors. The board can only be increased over 11 through amendment of our restated certificate of incorporation which requires a resolution of the board and the affirmative vote of the holders of at least two-thirds of the aggregate voting power of the outstanding shares of stock generally entitled to vote, voting as a class.

Our certificate of incorporation and bylaws further provide that directors may be removed only for cause and then only by the affirmative vote of the holders of at least two-thirds of the outstanding shares of stock generally entitled to vote, voting as a class. In addition, interim vacancies or vacancies created by an increase in the number of directors may be filled only by a majority of directors then in office. The foregoing provisions would prevent stockholders from removing incumbent directors without cause and filling the resulting vacancies with their own nominees.

No stockholder action by written consent; special meetings. Our certificate of incorporation generally provides that stockholder action may be taken only at an annual or special meeting of stockholders and cannot be taken by written consent in lieu of a meeting. Our certificate of incorporation and bylaws also provide that, subject to the rights of the holders of any class or series of our preferred stock, special meetings of the stockholders may only be called pursuant to a resolution adopted by a majority of the board of directors or the executive committee. Stockholders are not permitted to call a special meeting or to require the board or executive committee to call a special meeting of stockholders. Any call for a meeting must specify the matters to be acted upon at the meeting. Stockholders are not permitted to submit additional matters or proposals for consideration at any special meeting.

Stockholder proposals. The bylaws establish an advance notice procedure for nominations (other than by or at the direction of our board of directors) of candidates for election as directors at, and for proposals to be brought before, an annual meeting of stockholders. Subject to any other applicable requirements, the only business that may be conducted at an annual meeting is that which has been brought before the meeting by, or at the direction of, the board or by a stockholder who has given to the secretary of Century Aluminum timely written notice, in proper form, of the stockholder’s intention to bring that business before the meeting. In addition, only persons who are nominated by, or at the direction of, the board, or who are nominated by a stockholder who has given timely written notice, in proper form, to the secretary prior to a meeting at which directors are to be elected, will be eligible for election as directors.

Amendment of certain certificate provisions or bylaws. Our certificate of incorporation requires the affirmative vote of the holders of at least two-thirds of the aggregate voting power of the outstanding shares of our stock, voting as a class, generally entitled to vote to amend the foregoing provisions of our certificate of incorporation and the bylaws.

Section 203 of the DGCL. We are subject to Section 203 of the DGCL, which generally prohibits a publicly-held Delaware corporation from engaging in a “business combination” with an “interested stockholder” for a period of three years after the date of the transaction in which the person became an interested stockholder, unless: (1) prior to such date the board of directors of the corporation approved either the business combination or the transaction in which the person became an interested stockholder, (2) upon consummation of the transaction that resulted in the stockholder becoming an interested stockholder, the interested stockholder owned at least 85% of the outstanding stock of the corporation, excluding shares owned by directors who are also officers of the corporation and shares owned by certain employee stock plans, or (3) on or after such date the business combination is approved by the board of directors of the corporation and by the affirmative vote of at least two-thirds of the outstanding voting stock of the corporation that is not owned by the interested stockholder. A “business combination” generally includes mergers, asset sales and similar transactions between the corporation and the interested stockholder, and other transactions resulting in a financial benefit to the interested stockholder. An “interested stockholder” is a person who, together with affiliates and associates, owns 15% or more of the corporation’s voting stock or who is an affiliate or associate of the corporation and, together with his affiliates and associates, has owned 15% or more of the corporation’s voting stock within three years.

The transfer agent and registrar for our common stock is Computershare Investor Services, LLC.

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U.S. FEDERAL TAX CONSIDERATIONS

The following discussion describes certain U.S. federal tax consequences of the ownership and disposition of the notes and of our common stock into which the notes may be converted. This discussion assumes that the notes and common stock received upon the conversion of the notes cannot be integrated with any other financial instrument.

This summary is based on the Internal Revenue Code of 1986, as amended, or the Code, administrative pronouncements, judicial decisions and final, temporary and proposed Treasury regulations, changes to any of which subsequent to the date of this prospectus may affect the tax consequences described herein, possibly with retroactive effect.

This discussion applies only to holders that:

•

are initial holders who purchase the notes for cash at the “issue price” (which is the first price at which a substantial amount of the notes is sold to the public, excluding bond houses, brokers or similar persons or organizations acting in the capacity as underwriters, placement agents or wholesalers); and

•

hold the notes and our common stock as capital assets within the meaning of Section 1221 of the Code (that is, for investment purposes).

We believe, based on the advice of counsel, that the notes are properly characterized as indebtedness for U.S. federal income tax purposes and we will treat the notes as indebtedness for U.S. federal income tax purposes. This determination is binding on each holder unless the holder explicitly discloses in the manner required by applicable Treasury Regulations that its determination is different from ours. Our determination is not, however, binding on the Internal Revenue Service, which may make a different determination. The discussion which follows assumes that the notes are properly characterized as indebtedness for U.S. federal income tax purposes.

This discussion does not describe all of the tax consequences that may be relevant to a holder in light of its particular circumstances or to holders subject to special rules, such as:

	•		certain financial institutions;

	•		insurance companies;

	•		dealers and certain traders in securities;

	•		persons holding the notes or our common stock as part of a “straddle,” “hedge,” “conversion,” “constructive sale,” or similar transaction;

	•		United States Holders (as defined below) whose functional currency is not the U.S. dollar;

	•		certain former citizens or residents of the United States;

	•		partnerships or other entities classified as partnerships for U.S. federal income tax purposes; and

	•		persons subject to the alternative minimum tax.

Holders who purchase the notes at a price above (i.e., at a premium to) or below (i.e., at a discount to) the issue price should consult their tax advisers regarding the treatment of such premium or discount.

THIS DISCUSSION IS PROVIDED FOR GENERAL INFORMATION ONLY AND DOES NOT CONSTITUTE LEGAL ADVICE TO ANY POTENTIAL INVESTOR. PERSONS CONSIDERING THE PURCHASE OF THE NOTES ARE URGED TO CONSULT THEIR TAX ADVISERS WITH REGARD TO THE APPLICATION OF THE U.S. FEDERAL INCOME TAX LAWS TO THEIR PARTICULAR SITUATIONS AS WELL AS ANY TAX CONSEQUENCES ARISING UNDER THE LAWS OF ANY STATE, LOCAL OR FOREIGN TAXING JURISDICTION OR UNDER TAX TREATIES, AND OF ANY CHANGES (PROPOSED OR OTHERWISE) IN APPLICABLE LAWS.

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Tax Consequences to United States Holders

As used herein, the term “United States Holder” means a beneficial owner of a note or our common stock that is for U.S. federal income tax purposes:

	•		a citizen or resident of the United States, including an alien individual who is a lawful permanent resident of the United States or who meets the substantial presence residency test under U.S. federal income tax laws;

	•		a corporation, or other entity taxable as a corporation for U.S. federal income tax purposes, created or organized in or under the laws of the United States or of any political subdivision thereof; or

	•		an estate, the income of which is subject to U.S. federal income taxation regardless of its source;

	•		a trust if (1) a court within the United States is able to exercise primary supervision over the administration of the trust and one or more U.S. persons have the authority to control all substantial decisions of the trust, or (2) a valid election is in place to treat the trust as a U.S. person.

As used in this discussion, the term “Non-United States Holder” means a beneficial owner of a note or our common stock that is not a United States Holder.

Taxation of Interest

The notes were issued without original issue discount for federal income tax purposes. Accordingly, interest paid on the notes will be included in the income of a United States Holder as ordinary income at the time it is received or accrued, in accordance with the holder’s regular method of tax accounting.

Additional Interest

If the amount or timing of any payments on a note is contingent, the note could be subject to special rules that apply to contingent payment debt instruments. These rules generally require a United States Holder to accrue interest income at a rate higher than the stated interest rate on the note and to treat as interest income, which is taxed as ordinary income (rather than capital gain), any gain recognized on a sale, exchange, repurchase or retirement of the note before the resolution of the contingencies.

If the notes are not registered with the SEC within prescribed time periods or in certain other circumstances described above in “Description of the Notes — Registration Rights,” holders will be entitled to the payment of additional interest. Notwithstanding the possibility of such contingent payments, under applicable Treasury Regulations, payments on a note that are subject to either a remote or incidental contingency may be ignored. We believe that the prospect of the foregoing payments being made should be considered as a remote and/or incidental contingency so that the payments should be ignored.

Therefore, for purposes of filing tax or information returns with the Internal Revenue Service, we will not treat the notes as contingent payment debt instruments. Our determination that the notes are not contingent payment debt instruments is binding on each holder unless the holder explicitly discloses in the manner required by applicable Treasury Regulations that its determination is different from ours. Our determination is not, however, binding on the Internal Revenue Service. It is possible that the Internal Revenue Service may make a different determination, in which case the timing and amount of income inclusions by a holder may be affected. This discussion assumes that the notes are not subject to the contingent payment debt instrument rules.

Sale, Exchange, Repurchase or Retirement of Notes

Upon a sale, exchange, repurchase or retirement of a note (other than a conversion or repurchase of a note in which the holder receives any common stock), a United States Holder will generally recognize taxable gain or loss equal to the difference between the amount realized on the sale, exchange, repurchase or retirement (other than

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amounts representing accrued and unpaid interest) and such United States Holder’s adjusted tax basis in the note. A United States Holder’s adjusted tax basis in a note will generally be equal to the holder’s purchase price for the note.

Gain or loss recognized on the sale, exchange, repurchase or retirement of a note generally will be capital gain or loss and will be long-term capital gain or loss if at the time of the sale, exchange, repurchase or retirement the note has been held for more than one year. Any amounts attributable to accrued interest, however, will be taxed as interest income (as discussed above under “Tax Consequences to United States Holders — Taxation of Interest”) to the extent the holder has not previously included such amounts in the holder’s taxable income. The deductibility of capital losses is subject to limitations.

Exchange in Lieu of Conversion

If a United States Holder presents the notes for conversion, and if we so elect, the notes will first be offered to the Exchange Institution (as described above under “Description of the Notes — Exchange in Lieu of Conversion”). If the Exchange Institution accepts the notes and satisfies our conversion obligation thereunder, the United States Holder would receive cash and common stock from the Exchange Institution and generally will be taxed on the transfer as a sale, exchange, repurchase or retirement of a note (as discussed above under “Tax Consequences to United States Holders — Sale, Exchange, Repurchase or Retirement of Notes”). For this purpose, the amount realized would be equal to the cash and the fair market value of our stock received (other than amounts representing accrued and unpaid interest) by such United States Holder.

Conversion of Notes

If a United States Holder presents the notes for conversion, and we elect not to have such notes offered to the Exchange Institution, the Exchange Institution declines to accept the notes or the Exchange Institution accepts the notes but fails to satisfy our conversion obligation thereunder, then the tax consequences of the exchange depend upon whether the holder receives any common stock in the conversion. If we deliver solely cash instead of shares of common stock, the tax consequences of the exchange will be as described under “Tax Consequences to United States Holders — Sale, Exchange, Repurchase or Retirement of Notes.” Instead, if we deliver any common stock or if a United States Holder receives our common stock as a make whole premium on our repurchase of a note, the tax treatment of the holder is not entirely clear.

It is possible that a United States Holder may be treated as exchanging the note for our common stock and cash in a “recapitalization” within the meaning of Section 368 of the Code. In such case, the holder would generally not recognize loss, but would generally recognize capital gain, if any, on the note converted in an amount equal to the lesser of the gain realized and the cash received (except possibly with respect to cash received in lieu of a fractional share, which may be treated in the manner discussed below). Such gain would generally be long-term capital gain if the holder held the note for more than one year. The holder’s adjusted tax basis in the common stock received should generally equal the adjusted tax basis of the note converted, decreased by the cash received, and increased by the amount of gain recognized. If the holder receives cash in lieu of a fractional share of stock in a recapitalization, however, the holder may be treated as if the holder received the fractional share and then had the fractional share redeemed for the cash. In such case, the holder would recognize gain or loss equal to the difference between the cash received in lieu of a fractional share and that portion of the holder’s basis in the stock attributable to the fractional share.

Alternatively, the cash payment received on the conversion or repurchase of a note may be treated as proceeds from the sale of a portion of the note, and taxed in the manner described under “Tax Consequences to United States Holders — Sale, Exchange, Repurchase or Retirement of Notes,” and the stock portion may be treated as received upon a conversion of the note, in which case a United States Holder will not recognize any income, gain or loss on the stock portion received. In such case, the holder’s basis in the note would be allocated pro rata between the common stock received and the portion of the note that is treated as sold for cash, and the holder’s basis in the common stock received would equal the basis in the note so allocated to the common stock.

It is also possible that the holder may be treated as converting the note in its entirety into our common stock, and then selling a portion of the common stock to us for cash in a deemed redemption. The tax consequences of such a deemed redemption would depend in part upon whether the transaction were treated as a dividend for U.S. federal income tax purposes. United States Holders are urged to consult with their own tax advisors regarding the U.S. federal income tax consequences of a redemption of our common stock.

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A United States Holder’s holding period for any common stock received on conversion (or as a make whole premium) will include the period during which the holder held the note. United States Holders should consult their own tax advisors regarding the proper treatment to them of the receipt of a combination of cash and common stock upon a conversion or repurchase of a note.

Constructive Dividends

If at any time we decrease the conversion price, either at our discretion or pursuant to the anti-dilution provisions of the indenture, the decrease may be deemed to be the payment of a taxable stock dividend to the United States Holders of the notes, although the holder would not receive cash or other property. Generally, a reasonable decrease in the conversion price in the event of stock dividends or distributions of rights to our stockholders to subscribe for our common stock will not be a taxable dividend. In certain circumstances, the failure to adjust the conversion price may result in a deemed distribution to the holders of our common stock. Any constructive taxable stock dividend on the notes may not be eligible for taxation at lower rates under legislation enacted last year.

Taxation of Distributions on Common Stock

Distributions, if any, paid on our common stock after a conversion, other than certain pro rata distributions of common stock, will be treated as a dividend to the extent paid out of current or accumulated earnings and profits (as determined under U.S. federal income tax principles) and will be includible in income by a United States Holder and taxable as ordinary income when actually or constructively received. If a distribution exceeds our current and accumulated earnings and profits, the excess will be first treated as a tax-free return of the United States Holder’s investment, up to the United States Holder’s tax basis in the common stock. Any remaining excess will be treated as capital gain. If the United States Holder is an entity treated as a regular or “Subchapter C” corporation for federal income tax purposes, it generally would be able to claim a deduction equal to a portion of any dividends received.

Dividends received by noncorporate United States Holders on common stock may be subject to U.S. federal income tax at lower rates than other types of ordinary income if certain holding period requirements and other conditions are met. United States Holders should consult their own tax advisers regarding the implications of this recent legislation in their particular circumstances.

Sale or Other Disposition of Common Stock

Unless a non-recognition provision applies, gain or loss realized by a United States Holder on the sale or other disposition of our common stock received upon conversion of a note will be recognized as capital gain or loss for U.S. federal income tax purposes, and will be long-term capital gain or loss if the United States Holder held the common stock for more than one year. The amount of the United States Holder’s gain or loss will be equal to the difference between the United States Holder’s adjusted tax basis in the common stock disposed of and the amount realized on the disposition.

Tax Consequences to Non-United States Holders

Payments on the Notes

Subject to the discussion below regarding backup withholding, principal, interest income (including original issue discount, if any) and premium on the notes paid by us or any paying agent to a Non-United States Holder will be exempt from U.S. federal income and withholding tax, provided that such payment is not effectively connected with the conduct by such Non-United States Holder of a trade or business in the United States and, in the case of interest:

•

the Non-United States Holder does not own, actually or constructively, 10% or more of the total combined voting power of all classes of our stock entitled to vote and is not a controlled foreign corporation related, directly or indirectly, to us through stock ownership and is not a bank receiving certain types of interest, and

•

the certification requirement described below has been fulfilled with respect to the Non-United States Holder.

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The certification requirement referred to above will be fulfilled if the beneficial owner of a note certifies on IRS Form W-8BEN (or an appropriate substitute form), under penalties of perjury, that it is not a U.S. person and provides its name and address.

Interest income (including additional interest) on the notes that is not exempt from U.S. federal income and withholding tax generally will be subject to U.S. withholding tax at a 30% rate, subject to reduction by an applicable treaty, unless such income is effectively connected income as described below in “Tax Consequences to Non-United States Holders — Effectively Connected Income.”

Additional interest received by a Non-United States Holder if the notes are not registered with the SEC within prescribed time periods or in certain other circumstances described above in “Description of the Notes — Registration Rights” may not be exempt from U.S. withholding tax as described above. We will determine whether withholding will be required at the time any such event triggering the payment of additional interest actually occurs.

Sale, Exchange or Other Disposition of Notes or Common Stock

Subject to the discussion below regarding backup withholding, a Non-United States Holder generally will not be subject to U.S. federal income and withholding tax on gain realized on a sale, exchange or other disposition (other than a conversion into our common stock or the receipt of common stock as a make whole premium on the repurchase of a note, which is described below) of the notes or of our common stock, unless:

	•		the gain is effectively connected with the conduct by such Non-United States Holder of a trade or business in the United States,

	•		in the case of a Non-United States Holder who is a nonresident alien individual, the individual is present in the United States for 183 or more days in the taxable year of the sale, exchange or disposition and certain other conditions are met, or

	•		we are or have been, at any time within the shorter of the five-year period preceding such sale or other disposition or the period such holder held the note or common stock, a U.S. real property holding corporation for U.S. federal income tax purposes; however, as long as our common stock is regularly traded on an established securities market, only Non-United States Holders who have held (or have been deemed to hold) more than 5% of our common stock at any time during such five-year or shorter period or Non-United States Holders who, on the date of acquisition of the notes, own notes with a fair market value of more than 5% of the fair market value of our common stock would be subject to taxation under this rule. We do not believe that we are currently or ever have been a U.S. real property holding corporation or that we will become one in the future, although there can be no assurance that we will not become such a corporation.

Any gain realized on a sale, exchange or other disposition of the notes taxed as interest income will be subject to the rules described above regarding taxation of interest.

Conversion of Notes into Common Stock

Non-United States Holders generally will not be subject to U.S. federal income and withholding tax on the conversion of a note into shares of our common stock (if we elect not to have such notes offered to the Exchange Institution, if the Exchange Institution declines to accept such notes or if the Exchange Institution accepts such notes but fails to satisfy our conversion obligation thereunder) or the receipt of common stock as a make whole premium on the repurchase of a note. However, any gain recognized by a Non-United States Holder on (i) the conversion of a note into our common stock due to the receipt of cash (including cash received in lieu of a fractional share) or (ii) the acceptance and payment or delivery, as the case may be, by the Exchange Institution of the notes for cash and stock will be subject to the rules described above regarding the sale, exchange or other disposition of a note.

Distributions on Notes and Common Stock

If a Non-United States Holder of a note were deemed to have received a constructive dividend (see “Tax Consequences to United States Holders — Constructive Dividends” above), the Non-United States Holder generally will be subject to U.S. withholding tax at a 30% rate, subject to reduction by an applicable treaty, on the taxable amount of the dividend unless such income is effectively connected income as described below in “Tax Consequences to Non-United States Holders — Effectively Connected Income.” In addition, dividends paid to a

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Non-United States Holder of our common stock generally will be subject to U.S. withholding tax at a 30% rate, subject to reduction under an applicable treaty, unless such income is effectively connected income as described below in “Tax Consequences to Non-United States Holders — Effectively Connected Income.” In order to obtain a reduced rate of withholding, a Non-United States Holder will be required to provide a properly executed IRS Form W-8BEN (or an appropriate substitute form) certifying its entitlement to benefits under a treaty. A Non-United States Holder who is subject to withholding tax under such circumstances should consult his own tax adviser as to whether he can obtain a refund of all or a portion of the withholding tax.

Effectively Connected Income

If a Non-United States Holder of a note or of our common stock is engaged in a trade or business in the United States, and if principal, interest (including additional interest) or premium on the note, gain realized on a sale, exchange or other disposition of the note or of our common stock, or a dividend (including a constructive dividend) on the note or on our common stock, is effectively connected with the conduct of such trade or business, the Non-United States Holder, although exempt from U.S. withholding tax, will generally be taxed in the same manner as a United States Holder (see “Tax Consequences to United States Holders” above), except that the Non-United States Holder will be required to provide a properly executed IRS Form W-8ECI (or an appropriate substitute form) in order to claim an exemption from withholding tax. If a Non-United States Holder is eligible for the benefits of a tax treaty, any effectively connected income or gain will generally be subject to U.S. federal income tax only if it is also attributable to a permanent establishment maintained by the holder in the United States. Non-United States Holders with effectively connected income or gain should consult their own tax advisers with respect to other tax consequences of the ownership of the note or of our common stock, including the possible imposition of a 30% branch profits tax.

United States Federal Estate Tax

A note held or beneficially owned by an individual who at the time of death is not a citizen or resident of the United States (as specially defined for U.S. federal estate tax purposes) will not be subject to U.S. federal estate tax if the individual did not actually or constructively own 10% or more of the total combined voting power of all classes of our stock entitled to vote and, at the time of the individual’s death, payments with respect to such note would not have been effectively connected with the conduct by such individual of a trade or business in the United States. Common stock held by an individual (or common stock which is the subject of certain lifetime transfers by such individual) who at the time of death is not a citizen or resident of the United States (as specially defined for U.S. federal estate tax purposes) will be included in such individual’s estate for U.S. federal estate tax purposes, unless an applicable U.S. estate tax treaty otherwise applies.

Non-United States Holders should consult with their tax advisors regarding U.S. federal, state, local and foreign tax consequences with respect to the notes and common stock.

Backup Withholding and Information Reporting

Information returns generally will be filed with the IRS in connection with payments on the notes and the common stock and may be filed in connection with the proceeds from a sale or other disposition of the notes or the common stock. A United States Holder will be subject to United States backup withholding tax on these payments if it fails to provide its taxpayer identification number to the paying agent and comply with certification procedures or otherwise establish an exemption from backup withholding. A Non-United States Holder may be subject to United States backup withholding tax on these payments unless the Non-United States Holder complies with certification procedures to establish that it is not a U.S. person. The amount of any backup withholding from a payment will be allowed as a credit against the holder’s U.S. federal income tax liability and may entitle the holder to a refund, provided that the required information is timely furnished to the IRS.

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PLAN OF DISTRIBUTION

The selling securityholders identified in this prospectus under “Selling Securityholders” may offer and sell from time to time the notes and the shares of common stock issuable upon conversion of the notes covered by this prospectus. We will not receive any of the proceeds from the offering of the notes or the shares of common stock issuable upon conversion of the notes by the selling securityholders. In connection with the initial offering of the notes, we entered into a registration rights agreement, dated August 9, 2004, with the initial purchasers of the notes. The selling securityholders may offer or sell securities under this prospectus only pursuant to the terms of the registration rights agreement.

We are registering the notes and shares of common stock covered by this prospectus to permit holders to conduct public secondary trading of these securities from time to time after the date of this prospectus. We have agreed, among other things, to bear all expenses, other than underwriting discounts and selling commissions, in connection with the registration and sale of the notes and the shares of common stock covered by this prospectus.

The selling securityholders may sell all or a portion of the notes and shares of common stock beneficially owned by them and offered hereby from time to time:

	•		directly; or

	•		through underwriters, broker-dealers or agents, who may receive compensation in the form of discounts, commissions or concessions from the selling securityholders and/or from the purchasers of the notes and shares of common stock for whom they may act as agent.

The notes and the shares of common stock may be sold from time to time in one or more transactions at:

	•		fixed prices, which may be changed;

	•		prevailing market prices at the time of sale;

	•		varying prices determined at the time of sale; or

	•		negotiated prices.

These prices will be determined by the holders of the securities or by agreement between these holders and underwriters or dealers who may receive fees or commissions in connection with the sale. The aggregate proceeds to the selling securityholders from the sale of the notes or shares of common stock offered by them hereby will be the purchase price of the notes or shares of common stock less discounts and commissions, if any.

The sales described in the preceding paragraph may be effected in transactions:

	•		on any national securities exchange or quotation service on which the notes or shares of common stock may be listed or quoted at the time of sale;

	•		in the over-the-counter market;

	•		otherwise than on such exchanges or services or in the over-the-counter market; or

	•		through the writing of options.

These transactions may include block transactions or crosses. Crosses are transactions in which the same broker acts as an agent on both sides of the trade.

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In connection with sales of the notes and shares of common stock under this prospectus, the selling securityholders may enter into hedging transactions with broker-dealers. These broker-dealers may in turn engage in short sales of the notes and shares of common stock, short and deliver notes and shares of common stock to close out such short positions, or loan or pledge notes and shares of common stock to broker-dealers that may in turn sell such securities. The selling securityholders may pledge or grant a security interest in some or all of the notes and shares of common stock that it owns and, if it defaults in the performance of its secured obligations, the pledgees or secured parties may offer and sell the notes and shares of common stock from time to time pursuant to this prospectus. The selling securityholders may also transfer and donate notes and shares of common stock in other circumstances, in which case the transferees, donees, pledgees or other successors in interest will be selling securityholders for the purposes of this prospectus.

The selling securityholders and any underwriters, broker-dealers or agents that participate in the sale of the notes or shares of common stock issuable upon conversion of the notes may be deemed to be “underwriters” within the meaning of the Securities Act. Any commissions they receive and any profits on any resale of the notes and shares of common stock issuable upon the conversion of the notes may be deemed to be underwriting discounts and commissions under the Securities Act. Neither we nor any selling securityholder can presently estimate the amount of any such compensation. Selling securityholders who are “underwriters” within the meaning of Section 2(11) of the Securities Act will be subject to the prospectus delivery requirements of the Securities Act.

We understand that several of the selling securityholders are broker-dealers or affiliates thereof. Each of these selling securityholders has informed us that: (1) such selling securityholder acquired its notes in the ordinary course of business, and (2) at the time that the securities were purchased, the selling securityholder had no agreements or understandings, directly or indirectly, with any person to distribute the securities.

Our outstanding common stock is listed for trading on The NASDAQ Stock Market® under the symbol “CENX.” We do not intend to list the notes for trading on any national securities exchange or on NASDAQ. We cannot guarantee that any trading market will develop for the notes. Even if a market does develop for the notes, the market may not be maintained.

The securities offered under this prospectus may be sold in some states only through registered or licensed brokers or dealers. In addition, in some states the securities may not be sold unless they have been registered or qualified for sale or an exemption from registration or qualification requirements is available and is complied with.

To our knowledge, there are currently no plans, arrangements or understandings between any selling securityholders and any underwriter, broker-dealer or agent regarding the sale of the notes and the shares of common stock by the selling securityholders. Selling securityholders may choose not to sell any, or less than all, of the notes and the shares of common stock offered pursuant to this prospectus. In addition, we cannot assure you that a selling securityholder will not transfer, devise or gift the notes and the shares of common stock by means other than as described in this prospectus. In addition, any securities covered by this prospectus which qualify for sale pursuant to Rule 144 under Rule 144A of the Securities Act may be sold under Rule 144 or Rule 144A rather than pursuant to this prospectus. The selling securityholders may agree to indemnify any agent, dealer or broker-dealer that participates in transactions involving sales of the notes or shares of common stock against certain liabilities, including liabilities arising under the Securities Act.

Upon notification to us by a selling securityholder that any material arrangement has been entered into with a broker-dealer for the sale of securities through a block trade, special offering, exchange distribution or secondary distribution or a purchase by a broker-dealer, a supplement to this prospectus will be filed, if required, pursuant to Rule 424(b) under the Securities Act, disclosing (i) the name of each such selling securityholder and of the participating brokers-dealer(s), (ii) the amount of securities involved, (iii) the price at which such securities were sold, (iv) the commissions paid or discounts or concessions allowed to such brokers-dealer(s), where applicable, (v) that such brokers-dealer(s) did not conduct any investigation to verify the information set out or incorporated by reference in this prospectus and (vi) other facts material to the transaction. In addition, upon notification to us by a selling securityholder that a donee, pledgee, transferee or other successor-in-interest intends to sell more that 500 shares of common stock, a supplement to this prospectus will be required.

The notes were issued and sold on August 9, 2004 in transactions exempt from the registration requirements of the Securities Act pursuant to Rule 144A under the Securities Act. Pursuant to the registration rights agreement, we have agreed to indemnify each selling securityholder and certain affilates thereof, and each selling securityholder has agreed to indemnify us and certain of our affiliates against specified liabilities arising under the Securities Act.

The selling securityholders and any other person participating in such distribution will be subject to the Exchange Act. The Exchange Act rules include, without limitation, Regulation M, which may limit the timing of purchases and sales of any of the notes and the underlying shares of common stock by the selling securityholders and any such other person. In addition, Regulation M of the Exchange Act may restrict the ability of any person engaged in the distribution of the notes and the underlying shares of common stock to engage in market-making activities with respect to the particular notes and the underlying shares of common stock being distributed for a period of up to five business days prior to the commencement of distribution. This may affect the marketability of

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the notes and the underlying shares of common stock and the ability of any person or entity to engage in market-making activities with respect to the notes and the underlying shares of common stock.

We will, at our cost and subject to our rights to suspend use of the shelf registration statement and prospectus under certain circumstances described below, use our reasonable best efforts to keep the shelf registration statement continuously effective under the Securities Act until the date which is the earliest of:

	(a)		the second anniversary of the effective date of the shelf registration statement,

	(b)		such time as all the registrable securities have been sold pursuant to the shelf registration statement, transferred pursuant to Rule 144 under the Securities Act or otherwise transferred in a manner that results in such securities not being subject to transfer restrictions under the Securities Act and the absence of a need for a restrictive legend regarding registration under the Securities Act, and

	(c)		such time when all of the registrable securities held by our non-affiliates (from the time of issuance) are eligible for sale pursuant to Rule 144(K) under the Securities Act or any successor rule or regulation thereto.

We are permitted to suspend the use of the shelf registration statement and this prospectus, which forms a part of the shelf registration statement, for one or more periods not to exceed an aggregate of 45 days in any 90-day period or an aggregate of 120 days in any twelve-month period, under certain circumstances relating to pending corporate developments, public filings with the SEC and similar events. We will pay all expenses of the shelf registration statement. Each holder will be required to bear the expenses of any broker’s commission, agency fee or underwriter’s discount or commission.

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LEGAL MATTERS

The validity of the securities offered by this prospectus will be passed upon for us by Curtis, Mallet-Prevost, Colt & Mosle LLP, New York, New York. Roman A. Bninski, a partner of Curtis, Mallet-Prevost, Colt & Mosle LLP, is a director of Century Aluminum Company and beneficially owns 25,750 shares of our common stock. Curtis, Mallet-Prevost, Colt & Mosle LLP, with our knowledge and consent, represents Glencore International AG from time to time with respect to specific matters as to which the firm has been consulted by Glencore International AG.

EXPERTS

The financial statements included in this prospectus and the related financial statement schedule included elsewhere in the registration statement have been audited by Deloitte & Touche LLP, an independent registered public accounting firm, as stated in their reports appearing herein and elsewhere in the registration statement (which report on the financial statements expresses an unqualified opinion and includes an explanatory paragraph as to the adoption of Statement of Financial Accounting Standards No. 143 “Accounting for Asset Retirement Obligations”), and have been so included in reliance upon the reports of such firm given upon their authority as experts in accounting and auditing.

The financial statements for Nordural hf as of December 31, 2003 and 2002 and for each of the three years in the period ended December 31, 2003 included in this prospectus have been so included in reliance on the report of PricewaterhouseCoopers LLP, independent accountants, given on the authority of said firm as experts in auditing and accounting.

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INDEX TO FINANCIAL STATEMENTS

Century Aluminum Company


Audited Financial Statements:
Report of Independent Registered Public Accounting Firm		F-2
Consolidated Balance Sheets at December 31, 2003 and 2002		F-3
Consolidated Statements of Operations for the Years Ended December 31, 2003, 2002 and 2001.		F-4
Consolidated Statements of Shareholders’ Equity for the Years Ended December 31, 2003, 2002 and 2001		F-5
Consolidated Statements of Cash Flows for the Years Ended December 31, 2003, 2002 and 2001.		F-6
Notes to the Audited Consolidated Financial Statements		F-7
Unaudited Financial Statements:
Consolidated Balance Sheets at September 30, 2004 and December 31, 2003		F-43
Consolidated Statements of Operations for the Three and Nine Months Ended September 30, 2004 and 2003		F-44
Consolidated Statements of Cash Flows for the Nine Months Ended September 30, 2004 and 2003		F-45
Notes to the Unaudited Consolidated Financial Statements		F-46
Nordural hf
Audited Financial Statements:
Report of PricewaterhouseCoopers hf		F-76
Statements of Income for the Years Ended December 31, 2001, 2002 and 2003		F-77
Balance Sheets as of December 31, 2002 and 2003		F-78
Statements of Stockholder’s Equity for the Years Ended December 31, 2001, 2002 and 2003		F-79
Statements of Cash Flows for the Years Ended December 31, 2001, 2002 and 2003		F-80
Notes to Financial Statements		F-81

F-1

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Shareholders of
Century Aluminum Company:

We have audited the accompanying consolidated balance sheets of Century Aluminum Company and subsidiaries (the “Company”) as of December 31, 2003 and 2002, and the related consolidated statements of operations, shareholders’ equity, and cash flows for each of the three years in the period ended December 31, 2003. These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits.

We conducted our audits in accordance with the 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. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes 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 consolidated financial statements present fairly, in all material respects, the financial position of Century Aluminum Company and subsidiaries as of December 31, 2003 and 2002, and the results of their operations and their cash flows for each of the three years in the period ended December 31, 2003 in conformity with accounting principles generally accepted in the United States of America.

As discussed in Note 14 to the consolidated financial statements, on January 1, 2003, the Company adopted Statement of Financial Accounting Standards No. 143, “Accounting for Asset Retirement Obligations.”

DELOITTE & TOUCHE LLP

Pittsburgh, Pennsylvania
February 9, 2004

F-2

CENTURY ALUMINUM COMPANY

CONSOLIDATED BALANCE SHEETS



				December 31,

				2003			2002


				(Dollars in thousands,
				except share data)
ASSETS
ASSETS:
Cash and cash equivalents				$	28,204		$	45,092
Accounts receivable — net					51,370			46,240
Due from affiliates					10,957			22,732
Inventories					89,360			77,135
Prepaid and other current assets					4,101			4,777
Deferred taxes — current portion					3,413			—

		Total current assets			187,405			195,976
Property, plant and equipment — net					494,957			417,621
Intangible asset — net					99,136			119,744
Due from affiliates — less current portion					—			974
Other assets					28,828			30,852

			TOTAL	$	810,326		$	765,167


LIABILITIES AND SHAREHOLDERS’ EQUITY
LIABILITIES:
Accounts payable, trade				$	34,829		$	37,757
Due to affiliates					27,139			15,811
Industrial revenue bonds					7,815			7,815
Accrued and other current liabilities					30,154			24,114
Accrued employee benefits costs — current portion					8,934			10,890
Deferred taxes — current portion					—			4,971

	Total current liabilities				108,871			101,358

Senior secured notes payable — net					322,310			321,852
Notes payable — affiliates					14,000			—
Accrued pension benefits costs — less current portion					10,764			10,751
Accrued postretirement benefits costs — less current portion					78,218			70,656
Other liabilities					33,372			8,376
Deferred taxes					55,094			41,376

	Total noncurrent liabilities				513,758			453,011

Minority interest					—			18,666
CONTINGENCIES AND COMMITMENTS (NOTE 12)
SHAREHOLDERS’ EQUITY:
Convertible preferred stock (8% cumulative, 500,000 shares outstanding)					25,000			25,000
Common stock (one cent par value, 50,000,000 shares authorized; 21,130,839 and 21,054,302 shares issued and outstanding at December 31, 2003 and 2002, respectively)					211			211
Additional paid-in capital					173,138			172,133
Accumulated other comprehensive income (loss)					(5,222	)		1,173
Accumulated deficit					(5,430	)		(6,385	)

	Total shareholders’ equity				187,697			192,132

			TOTAL	$	810,326		$	765,167

See notes to consolidated financial statements.

F-3

CENTURY ALUMINUM COMPANY

CONSOLIDATED STATEMENTS OF OPERATIONS



			Year Ended December 31,

			2003			2002			2001


			(Dollars in thousands,
			except per share amounts)
NET SALES:
Third-party customers			$	660,593		$	603,744		$	543,453
Related parties				121,886			107,594			111,469

				782,479			711,338			654,922
Cost of goods sold				734,441			691,277			634,214

Gross profit				48,038			20,061			20,708
Selling, general and administrative expenses				20,833			15,783			18,598

Operating income				27,205			4,278			2,110
Interest expense — third party				(41,269	)		(40,813	)		(31,565	)
Interest expense — related parties				(2,579	)		—			—
Interest income				339			392			891
Other income (expense) — net				(688	)		(1,843	)		2,592
Net gain (loss) on forward contracts				25,691			—			(203	)

Income (loss) before income taxes, minority interest and cumulative effect of change in accounting principle				8,699			(37,986	)		(26,175	)
Income tax benefit (expense)				(2,841	)		14,126			8,534

Income (loss) before minority interest and cumulative effect of change in accounting principle				5,858			(23,860	)		(17,641	)
Minority interest				986			5,252			3,939

Income (loss) before cumulative effect of change in accounting principle				6,844			(18,608	)		(13,702	)
Cumulative effect of change in accounting principle, net of tax benefit of $3,430				(5,878	)		—			—

Net income (loss)				966			(18,608	)		(13,702	)
Preferred dividends				(2,000	)		(2,000	)		(1,500	)

Net loss applicable to common shareholders			$	(1,034	)	$	(20,608	)	$	(15,202	)

EARNINGS (LOSS) PER COMMON SHARE:
	Basic:
		Income (loss) before cumulative effect of change in accounting principle	$	0.23		$	(1.00	)	$	(0.74	)
		Cumulative effect of change in accounting principle		(0.28	)		—			—

		Net loss	$	(0.05	)	$	(1.00	)	$	(0.74	)

	Diluted:
		Income (loss) before cumulative effect of change in accounting principle	$	0.23		$	(1.00	)	$	(0.74	)
		Cumulative effect of change in accounting principle		(0.28	)		—			—

		Net loss	$	(0.05	)	$	(1.00	)	$	(0.74	)

DIVIDENDS PER COMMON SHARE			$	0.00		$	0.15		$	0.20

See notes to consolidated financial statements.

F-4

CENTURY ALUMINUM COMPANY

CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY


												Accumulated
												Other
			Comprehensive			Convertible				Additional		Comprehensive			Retained			Total
			Income			Preferred		Common		Paid-in		Income			Earnings			Shareholders’
			(Loss)			Stock		Stock		Capital		(Loss)			(Deficit)			Equity


			(Dollars in thousands)
Balance, January 1, 2001				—			—	$	203	$	166,184		—		$	36,252		$	202,639
Comprehensive income — 2001
	Net loss — 2001		$	(13,702	)		—		—		—		—			(13,702	)		(13,702	)
	Other comprehensive income:
		Net unrealized gain on financial instruments, net of $7,151 in tax		12,926			—		—		—		—			—			—
		Net amount reclassified to income, net of $3,450 in tax		(6,174	)		—		—		—		—			—			—

	Other comprehensive income			6,752			—		—		—	$	6,752			—			6,752

Total comprehensive loss			$	(6,950	)		—		—		—		—			—			—

Dividends —
	Common, $0.20 per share			—			—		—		—		—			(4,236	)		(4,236	)
	Preferred, $3 per share			—			—		—		—		—			(1,500	)		(1,500	)
Issuance of preferred stock				—		$	25,000		—		—		—			—			25,000
Issuance of common stock — compensation
	Plans			—			—		2		2,230		—			—			2,232

Balance, December 31, 2001				—		$	25,000	$	205	$	168,414	$	6,752		$	16,814		$	217,185
Comprehensive income (loss) — 2002
	Net loss — 2002		$	(18,608	)		—		—		—		—			(18,608	)		(18,608	)
	Other comprehensive income (loss):
		Net unrealized gain on financial instruments, net of $2,752 in tax		4,803			—		—		—		—			—			—
		Net amount reclassified to income, net of $1,624 in tax		(2,944	)		—		—		—		—			—			—
		Minimum pension liability adjustment, net of $4,183 in tax		(7,438	)		—		—		—		—			—			—

	Other comprehensive loss			(5,579	)		—		—		—		(5,579	)		—			(5,579	)

Total comprehensive loss			$	(24,187	)		—		—		—		—			—			—

Dividends —
	Common, $0.15 per share			—			—		—		—		—			(3,091	)		(3,091	)
	Preferred, $3 per share			—			—		—		—		—			(1,500	)		(1,500	)
Issuance of common stock — compensation Plans				—			—		1		544		—			—			545
Issuance of common stock — pension plans				—			—		5		3,175		—			—			3,180

Balance, December 31, 2002				—		$	25,000	$	211	$	172,133	$	1,173		$	(6,385	)	$	192,132
Comprehensive income (loss) — 2003
	Net income — 2003		$	966			—		—		—		—			966			966
	Other comprehensive income (loss):
		Net unrealized loss on financial instruments, net of $2,171 in tax		(3,940	)		—		—		—		—			—			—
		Net amount reclassified to income, net of $3,531 in tax		(6,262	)		—		—		—		—			—			—
		Minimum pension liability adjustment, net of $1,371 in tax		3,807			—		—		—		—			—			—

	Other comprehensive loss			(6,395	)		—		—		—		(6,395	)		—			(6,395	)

Total comprehensive loss			$	(5,429	)		—		—		—		—			—			—

Dividends on common stock				—			—		—		—		—			(11	)		(11	)
Issuance of common stock — compensation
	Plans			—			—		—		1,005		—			—			1,005

Balance, December 31, 2003				—		$	25,000	$	211	$	173,138	$	(5,222	)	$	(5,430	)	$	187,697

See notes to consolidated financial statements.

F-5

CENTURY ALUMINUM COMPANY

CONSOLIDATED STATEMENTS OF CASH FLOWS



			Year Ended December 31,

			2003			2002			2001


			(Dollars in thousands)
CASH FLOWS FROM OPERATING ACTIVITIES:
	Net income (loss)		$	966		$	(18,608	)	$	(13,702	)
	Adjustments to reconcile net income (loss) to net cash provided by operating activities:
		Unrealized net loss on forward contracts		6,325			—			—
		Depreciation and amortization		51,264			56,655			44,433
		Deferred income taxes		8,892			4,965			(10,148	)
		Pension and other post retirement benefits		10,986			10,415			7,679
		Workers’ compensation		1,426			1,619			1,311
		Inventory market adjustment		(7,522	)		(247	)		5,166
		Loss on disposal of assets		1,040			252			919
		Minority interest		(986	)		(5,252	)		(3,939	)
		Cumulative effect of change in accounting principle		9,308

NSA LTD S-1