Edgar Filing: CENTURY ALUMINUM CO

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 10-K/A
AMENDMENT NO. 1

(Mark One)

[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

FOR THE FISCAL YEAR ENDED DECEMBER 31, 2003

[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

COMMISSION FILE NUMBER 0-27918

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CENTURY ALUMINUM COMPANY
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

DELAWARE 13-3070826
(STATE OR OTHER JURISDICTION OF (IRS EMPLOYER
INCORPORATION OR ORGANIZATION) IDENTIFICATION NO.)

2511 GARDEN ROAD
BUILDING A, SUITE 200
MONTEREY, CALIFORNIA 93940
(ADDRESS OF REGISTRANT'S PRINCIPAL OFFICES) (ZIP CODE)

REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE (831) 642-9300

SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT: NONE

SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT:

TITLE OF EACH CLASS NAME OF EACH EXCHANGE ON WHICH REGISTERED
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COMMON STOCK, $0.01 PAR VALUE PER SHARE NASDAQ

Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes [X] No [ ]

Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to the
best of the registrant's knowledge, in a definitive proxy or information
statement incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. [X]

Indicate by check mark whether the registrant is an accelerated filer (as
defined in Rule 12b-2 of the Act). Yes [X] No [ ]

Based upon the NASDAQ closing price on June 30, 2003, the aggregate market
value of the common stock held by non-affiliates of the registrant was
$88,721,689. As of March 23, 2004, 21,211,466 shares of common stock of the
registrant were issued and outstanding.

DOCUMENTS INCORPORATED BY REFERENCE: None.
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EXPLANATORY NOTE: The purpose of this amendment is to include the information
required under Part III, Items 10-14 of the Annual Report on Form 10-K ("Form
10-K") for Century Aluminum Company (the "Company" or "Century") for the year
ended December 31, 2003 and to attach as an exhibit a revised Independent
Auditors' Consent, which will replace the consent originally filed with the
Company's Form 10-K.

PART III.

ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

Directors

The Company's Board of Directors consists of eight members, divided into
three classes. Directors in each class are elected to serve for three-year
terms, with each class standing for election in successive years.

DIRECTORS WITH TERMS TO EXPIRE IN 2004

BUSINESS EXPERIENCE AND PRINCIPAL OCCUPATION OR DIRECTOR
NAME AND AGE EMPLOYMENT DURING PAST 5 YEARS; OTHER DIRECTORSHIPS SINCE
------------ --------------------------------------------------- -----

John C. Fontaine (1)(2)(3)........72 Of Counsel, law firm of Hughes Hubbard & Reed LLP since 1996
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.

John P. O'Brien (1)(2)(3)(4)......62 Managing Director of Inglewood Associates Inc. since 2000
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.

DIRECTORS WITH TERMS TO EXPIRE IN 2005

BUSINESS EXPERIENCE AND PRINCIPAL OCCUPATION OR DIRECTOR
NAME AND AGE EMPLOYMENT DURING PAST 5 YEARS; OTHER DIRECTORSHIPS SINCE
------------ --------------------------------------------------- -----

Craig A. Davis.....................63 Chief Executive Officer of the Company since October 15, 1995
2003; Chairman of the Board of the Company since August
1995; Chairman and Chief Executive Officer of the Company
from August 1995 to December 2002; Director of Glencore
International AG ("Glencore") since December 1993 and
Executive of Glencore from September 1990 to June 1996.

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

William R. Hampshire (2)...........75 Vice-Chairman of the Board of the Company since August 1995
1995; independent consultant since 1990; former President
and Chief Executive Officer of Howmet Aluminum Corporation.

DIRECTORS WITH TERMS TO EXPIRE IN 2006

BUSINESS EXPERIENCE AND PRINCIPAL OCCUPATION OR DIRECTOR
NAME AND AGE EMPLOYMENT DURING PAST 5 YEARS; OTHER DIRECTORSHIPS SINCE
------------ --------------------------------------------------- -----

Roman A. Bninski .................57 Partner, law firm of Curtis, Mallet-Prevost, Colt & 1996
Mosle LLP, New York, New York since 1984.

Stuart M. Schreiber...............50 Founder and Managing Director of Integis, Inc. since 1999
1997; former partner of Heidrick & Struggles from 1988
to 1997.

Willy R. Strothotte (1)(5)........59 Chairman of the Board of Glencore since 1994 and Chief 1996
Executive Officer from 1993 to December 2001; Chairman
of the Board of Xstrata AG (formerly Sudelektra Holding
AG) since 1990.

(1) Member of Nominating Committee.
(2) Member of Compensation Committee.
(3) Member of Audit Committee.
(4) Audit committee financial expert.
(5) Mr. Strothotte was designated to serve as a director of the Company by
Glencore International AG.

Executive Officers

Information regarding the Company's executive officers is included in Part
I, Item 4 of the Company's report on Form 10-K for the year ended December 31,
2003 under the heading "Executive Officers of the Registrant."

AUDIT COMMITTEE

In accordance with Section 3(a)(58)(A) of the Securities Exchange Act of
1934, as amended (the "Exchange Act"), the Company's Board of Directors has
established an Audit Committee comprised of the following directors: Messrs.
Robert E. Fishman, Ph.D, John C. Fontaine and John P. O'Brien. The Board of
Directors has designated Mr. O'Brien, who serves as Chairman of the Audit
Committee, as the "audit committee financial expert," as such term is defined
under Item 401(h) of Regulation S-K of the Exchange Act. Mr. O'Brien and the
other members of the Audit Committee are "independent" as such term is defined
in Rule 10A-3(b)(1) under the Exchange Act and NASD Marketplace Rule
4200(a)(15).

SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Section 16(a) of the Securities Exchange Act of 1934, as amended, requires
the Company's directors and executive officers, and persons owning more than ten
percent of a registered class of the Company's equity securities, to file with
the Securities and Exchange Commission (the "SEC") reports of ownership and
changes in ownership of equity securities of the Company. Such persons are also
required to furnish the Company with copies of all such forms.

Based solely upon a review of the copies of such forms furnished to the
Company and, in certain cases, written representations that no Form 5 filings
were required, the Company believes that, with respect to the 2003 fiscal year,
all required Section 16(a) filings were timely made.

CODE OF ETHICS

The Company has adopted a Code of Ethics that applies to all of its
employees, including the Company's principal executive officer, principal
financial officer, principal accounting officer or controller and persons
performing similar functions. A copy of the Century Aluminum Company Code of
Ethics has been filed as an exhibit with this annual report.

ITEM 11. EXECUTIVE COMPENSATION

Directors' Compensation

Directors who are full-time salaried employees of the Company are not
compensated for their service on the 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 of directors or board committee meeting attended. The
Chairman of the Audit Committee received a fee of $3,000 per Audit Committee
meeting attended. All directors are reimbursed for their travel and other
expenses incurred in attending board of directors and board committee meetings.

Under Century's Non-Employee Directors Stock Option Plan, each director who
is not an employee of Century 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 Century's
initial public offering at an exercise price equal to the initial public
offering price, while grants to Messrs. Fishman, Fontaine, Schreiber, Strothotte
and O'Brien became effective upon their election as directors at an exercise
price equal to the market price of Century's common stock at such times. The
options vested one-third on the grant date, with an additional one-third vesting
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.

Summary Compensation Table

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

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- -- $ 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 -- $ 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- -- $ 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

LONG-TERM
COMPENSATION
ANNUAL COMPENSATION AWARDS/PAYOUTS
---------------------------------------- --------------

David W. Beckley 2003 $ 266,896 $ 129,000 -0- -- $ 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- -- $ 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 -- $ 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) The Compensation Committee will meet during the second quarter of 2004 to
determine the number of performance shares earned by the Named Executive
Officers in 2003 based on the Company's achievement of the Award Targets
for the three-year period from 2001 through 2003. See the "Long-Term
Incentive Plan Awards Table."

(3) All other compensation is comprised of the Company's matching contributions
under its 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.

(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 the Company's 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 the Company's 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 the
Company's 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 the Company to Mr. Gates on December 14, 2001,
based on the average sales price of the Company's common stock on the
NASDAQ Stock 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
SHARES VALUE UNDERLYING UNEXERCISED
ACQUIRED ON REALIZED OPTIONS VALUE OF 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 $ 320,400 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 the Company's common
stock on the NASDAQ Stock Market on December 22, 2003, the date the options
were exercised.

(2) The last reported sale price for the Company's common stock on the
NASDAQ Stock 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 under the Company's 1996 Stock
Incentive Plan (the "1996 Plan"). In 2001, the Board of Directors approved an
amendment to the guidelines under the 1996 plan that expanded the scope of the
Company's performance targets to include, in addition to the achievement of
financial targets, achievement of specific operating targets and long-term
strategic targets (the "Award Targets"). The new performance guidelines were
implemented beginning with the three-year period 2001 through 2003.

LONG-TERM INCENTIVE PLANS - AWARDS IN LAST FISCAL YEAR

PERFORMANCE OR
OTHER PERIOD ESTIMATED FUTURE COMMON STOCK PAYOUTS
UNTIL UNDER NON-STOCK PRICE-BASED PLANS
PERFORMANCE MATURATION OR ------------------------------------------------
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 the Company's 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 the Company 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 the Company's
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 the
Company achieves its Award Targets in their entirety for the period. 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 the Company exceeds all of
its 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 the share price calculated at the time of the
award or the average share price for the month preceding the month in which
the shares vest.

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

Pension Plan Table

The Company maintains a non-contributory defined benefit pension plan for
salaried employees of the Company 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
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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 $ 360,000 $ 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 (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, the Company's
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

The Company adopted an enhanced supplemental retirement benefit plan
("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 the
Company's 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.
The Company believes 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 the Company 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 A. Meyers, $200,000; 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 the Company's severance arrangement with Mr. Meyers, the Company
credited Mr. Meyers under the Enhanced SRP as if he had been employed by the
Company for the requisite five years. The Company has 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 the
Company and have been placed in Rabbi Trusts to secure the Company's payment
obligations. Mr. Meyers will

begin receiving payments under the Enhanced SRP when eligible for retirement
benefits under the Company's qualified retirement plan.

EMPLOYMENT AGREEMENTS

The Company 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. The Company
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 the Company's 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. The Company
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. The Company also amended the
employment agreements of Messrs. Davis, 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 the Company's annual incentive plan and stock
option grants and performance share awards under Century's 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 the Company consummates one or more transactions
which are deemed to have "transformed" the Company. 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

The Company is 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 the company
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 the Company, 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 the Company's long-term incentive program and service credit under
the Company's pension plan, (iv) participation at the 100% level for performance
shares awarded to Mr. Meyers under the Company's 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 the Company's Enhanced SRP, (vi) the extension of the exercise
period for options granted to Mr. Meyers under the Company's 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, John P. O'Brien and Stuart M. Schreiber (until
March 25, 2003). Mr. Hampshire served as President and Chief Operating Officer
of Century Aluminum of West Virginia, Inc. (formerly Ravenswood Aluminum
Corporation and a subsidiary of the Company) from April 1992 through January
1993. As of March 25, 2003, Mr. Schreiber no longer serves on the Compensation
Committee due to changes in the independence standards for compensation
committee members which were approved by the SEC in November 2003. The Company
believes that the remaining members of the Compensation Committee meet the
revised independence standards.

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth certain information concerning the
beneficial ownership of the Company's common stock as of March 23, 2004 (except
as otherwise noted) by (i) each person known by the Company to be the beneficial
owner of five percent or more of the outstanding shares of common stock, (ii)
each director of the Company, (iii) each Named Executive Officer (other than Mr.
Meyers), and (iv) all directors and executive officers of the Company as a
group. All of the issued and outstanding shares of the Company's convertible
preferred stock are held by Glencore International AG, as set forth more fully
in footnote 2 below.

AMOUNT AND NATURE OF
NAME OF BENEFICIAL OWNER BENEFICIAL OWNERSHIP(1) PERCENTAGE OF CLASS
------------------------- ----------------------- -------------------

Glencore International AG 9,320,089(2) 41.2
Dimensional Fund Advisors Inc 1,548,153(3) 7.3
Brandywine Asset Management, LLC 1,075,727(4) 5.1
David W. Beckley 115,995(5) *
Roman A. Bninski 22,750(6) *
Craig A. Davis 324,135(7) 1.5
Robert E. Fishman 8,916(8) *
John C. Fontaine 23,000(9) *
E. Jack Gates 23,800(10) *
William R. Hampshire 19,650(11) *
Gerald J. Kitchen 119,281(12) *
Daniel J. Krofcheck 44,751(13)
John P. O'Brien 21,250(14) *
Stuart M. Schreiber 18,250(15) *
Willy R. Strothotte 22,750(16) *
All directors and executive officers as a group (14 persons) 801,302(17) 3.7

* 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 April 12,
2001, Glencore International AG beneficially owns such shares through
affiliates, including Glencore AG, which directly owns 9,320,089 shares,
including 7,925,000 shares of common stock and 500,000 shares of Century's
convertible preferred stock (the "Convertible Preferred Stock"). The
Convertible Preferred Stock is convertible at any time, at the option of
the

holder, into 1,395,089 shares of Century common stock. The business
address of each of Glencore International AG and Glencore AG is
Baarermattstrasse, 3, P.O. Box 777, CH 6341, Baar, Switzerland.

(3) Based upon information as of December 31, 2003, set forth in a Schedule 13G
filing dated February 6, 2004, Dimensional Fund Advisors Inc.
("Dimensional"), a registered investment advisor, has sole voting and
investment power with respect to such shares. All of these shares are owned
by advisory clients of Dimensional and Dimensional disclaims beneficial
ownership of all such shares. The business address of Dimensional is 1299
Ocean Avenue, 11th Floor, Santa Monica, California 90401.

(4) Based upon information as of December 31, 2003, set forth in a Schedule 13G
filing dated February 17, 2004, Brandywine Asset Management, LLC
("Brandywine"), a registered investment advisor, has shared voting and
investment power with respect to such shares. Various accounts managed by
Brandywine have the right to receive or the power to direct the receipt of
dividends from, or the proceeds of the sale of, these shares. The business
address of Brandywine is 3 Christina Centre, Suite 1200, 201 N. Walnut
Street, Wilmington, DE 19801.

(5) Includes 80,000 shares which are subject to presently exercisable options.

(6) Includes 22,750 shares which are subject to presently exercisable options.

(7) Includes 150,000 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.

(8) Includes 8,916 shares which are subject to presently exercisable options.

(9) Includes 22,750 shares which are subject to presently exercisable options.
Also includes 250 shares Mr. Fontaine owns jointly with his wife.

(10) Includes 20,000 shares which are subject to presently exercisable options.

(11) Includes 6,750 shares which are subject to presently exercisable options.
Also includes 5,400 shares owned by Mr. Hampshire's wife.

(12) Includes 61,666 shares which are subject to options presently exercisable.

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

(14) Includes 16,250 shares which are subject to presently exercisable options.

(15) Includes 18,250 shares which are subject to presently exercisable options.

(16) Includes 22,750 shares which are subject to presently exercisable options.
Excludes 9,320,089 shares beneficially owned by Glencore International AG,
of which Mr. Strothotte serves as Chairman.

(17) Includes 452,583 shares which are subject to presently exercisable options.
Excludes 9,320,089 shares beneficially owned by Glencore International AG.

Information regarding the shares authorized for issuance under the
Company's equity compensation plans is included in Part II, Item 5 of the
Company's report on Form 10-K for the year ended December 31, 2003, under the
heading "Equity Compensation Plan Information."

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

In 2003, the Company purchased alumina and primary aluminum from Glencore
International AG and its subsidiaries (collectively, "Glencore"). Such
purchases, which were made at market prices, aggregated $99.2 million in 2003.
During 2003, the Company purchased from Glencore all of its alumina requirements
for the Ravenswood facility and its 49.67% interest in the Mt. Holly facility
under separate supply agreements. The supply agreements for Ravenswood and 54%
of the Company's alumina requirements for Mt. Holly run through 2006. The supply
agreement for the remaining 46% of the Company's requirements for Mt. Holly runs
through January 31, 2008. The Company's alumina purchases from Glencore in 2003
were made on an arms'-length basis at market prices.

The Company sold primary aluminum to Glencore in 2003. For the year ended
December 31, 2003, net sales to Glencore amounted to $121.9 million, including
gains and losses realized on the settlement of financial contracts. Sales of
primary aluminum to Glencore amounted to 16% of the Company's total revenues in
2003. The Company's primary aluminum sales to Glencore in 2003 were made on an
arms'-length basis at market prices.

Century was party to a contract to sell Glencore approximately 110 million
pounds of primary aluminum produced at the Mt. Holly facility each year through
December 31, 2009, at a fixed price (the "Original Sales Contract"). In January
2003, Century and Glencore agreed to terminate and settle the Original Sales
Contract for the

years 2005 through 2009. At that time, the parties entered into a new contract
(the "New Sales Contract") that requires Century to deliver the same quantity of
primary aluminum as did the Original Sales Contract for these years. The New
Sales Contract provides for variable pricing determined by reference to the LME
for the years 2005 through 2009. For deliveries in 2003 through 2004, the price
of primary aluminum delivered will remain fixed. In consideration for the above,
the Company received $35.5 million from Glencore, $26.1 million of which relates
to the settlement of the Original Sales Contract for the years 2005 through
2009, and $9.4 million of which represents the fair value of the New Sales
Contract. Exclusive of the Original Sales Agreement, the Company had forward
delivery commitments to sell 53.5 million pounds of primary aluminum to Glencore
at December 31, 2003.

As of December 31, 2003, the Company had outstanding forward financial
sales contracts with Glencore for 102.9 million pounds of primary aluminum, of
which 58.8 million pounds are designated as cash flow hedges. These financial
sales contracts are scheduled for settlement at various dates through 2005.
The Company intends to continue to enter into hedging arrangements with Glencore
in the future.

On April 1, 2003, the Company acquired the 20% interest in the Hawesville
facility owned by Glencore, together with certain related assets (the "20%
Hawesville Interest") for a purchase price of $99.4 million, which it financed
with approximately $59.4 million in available cash and by issuing a six-year
$40 million promissory note to Glencore (the "Hawesville Note"). In the fourth
quarter of 2003, the Company repaid $26.0 million of outstanding principal
under the Hawesville Note, a $1.0 million required payment and a $25.0 million
prepayment of principal, which left $14.0 million in outstanding principal as
of December 31, 2003. Amounts outstanding under the Hawesville Note bear
interest at a rate of 10% per annum and are secured by a first priority
security interest in the 20% Hawesville Interest. Until the Hawesville Note
matures on April 1, 2009, the Company will make principal and interest payments
semi-annually, with principal payments based on the average closing prices for
aluminum quoted on the London Metals Exchange for the six month period ending
two weeks prior to each payment date. The Company's obligations under the
Hawesville Note are guaranteed by each of its consolidated subsidiaries,
including Hancock Aluminum LLC ("Hancock"), a wholly-owned subsidiary of the
Company which holds the 20% Hawesville Interest.

Century's purchase of the 20% Hawesville Interest in the Hawesville
facility was effected pursuant to the terms of an Asset Purchase Agreement,
dated as of April 1, 2003, among Glencore Ltd., Glencore Acquisition I LLC,
Hancock and the Company (the "Asset Purchase Agreement"). The terms of the Asset
Purchase Agreement, including the purchase price paid for the 20% Hawesville
Interest, were determined through arms'-length negotiations between the parties
and approved by an independent committee of the Board.

Glencore originally purchased the 20% Hawesville Interest from Century in
April 2001 when Century acquired the Hawesville facility and related assets from
Southwire Company ("Southwire"), a privately-held wire and cable manufacturing
company. The cash purchase price paid by Glencore to Century in 2001 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 the Molten Aluminum Supply Agreement,
dated April 1, 2001, between Century and Southwire, (ii) debt service
obligations related to $7.8 million in industrial revenue bonds ("IRBs") assumed
by Century in connection with the Hawesville Acquisition, (iii) any post-closing
payments due Southwire pursuant to the terms of the Company's agreement with
Southwire, and (iv) certain other post-closing liabilities and obligations
(including environmental) related to the Hawesville facility (collectively, the
"Assumed Liabilities").

Upon the Company's acquisition in April 2003 of the 20% Hawesville Interest
from Glencore, the Company assumed all of Glencore's obligations related to the
Assumed Liabilities. The Company also issued a promissory note to Glencore to
secure any payments Glencore might make as guarantor of a letter of credit the
Company posted in April 2001 in support of the IRBs.

In connection with this acquisition, the Company and Glencore entered into
a 10-year contract commencing January 1, 2004, under which Glencore will
purchase 45 million pounds per year of primary aluminum produced at the
Ravenswood and Mt. Holly facilities at prices based on then-current markets.

Mr. Craig A. Davis, Chief Executive Officer and Chairman of the Company, 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, a director of the Company, 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, a director of the Company, is a partner of Curtis,
Mallet-Prevost, Colt & Mosle LLP, which furnishes legal services to the Company
and Glencore.

Indebtedness of Management

Until July 30, 2002, the Company sponsored a program whereby it offered
full-recourse loans to its executives to pay their tax liability upon the award
of stock grants or the vesting of performance shares (the "Tax Loans"). 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) January 2,
2017 (the "Due Date"), (ii) on a pro rata basis, upon the sale of any shares
securing the Tax Loan prior to the Due Date, or (iii) one hundred and twenty
(120) days following the termination of the executive's employment. The Company
pays 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,
the Company eliminated its 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 the Company's Tax Loan program:

LARGEST
AGGREGATE
AMOUNT OF
TAX LOANS
OUTSTANDING AGGREGATE TAX LOANS
NAME POSITION DURING 2003 OUTSTANDING AT 3/01/2004
------------------- ------------------------------- ----------- ------------------------

E. Jack Gates Executive Vice President, Chief $12,348 $12,348
Operating Officer

Gerald J. Kitchen Executive Vice President, General $287,000 $287,000
Counsel, Chief Administrative
Officer and Secretary

Daniel J. Krofcheck Vice President and Treasurer $81,732 $81,732

Peter C. McGuire Vice President and Associate General $68,992 $68,992
Counsel

Steve Schneider Vice President and Corporate $7,724 -0-
Controller

Prior to July 30, 2002, as part of the Company's relocation assistance
program, the Company 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, a Vice President of the
Company, obtained $345,000 in loans from the Company in connection with the
commencement of his employment with the Company. Of that total, $145,000 was
repaid by Mr. Schneider in April 2002. The remaining $200,000 was borrowed by
Mr. Schneider pursuant to the terms of a promissory note, which was secured by a
deed of trust on Mr. Schneider's home. The promissory note bore interest at a
rate of six percent per annum until July 15, 2003, and thereafter at a rate of
eight percent per annum. Mr. Schneider repaid the promissory note in September
2003.

ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES.

In addition to performing the audit of the Company's consolidated financial
statements, Deloitte & Touche LLP provided various other services for the
Company during the last two years. The aggregate fees billed for the last two
years for each of the following categories of services are set forth below:

2003 2002
----------- -----------

Audit Fees $ 925,000 $ 695,000
Audit Related Fees 115,000 485,000
Tax Fees 175,000 189,000
All Other Fees 224,000 442,000
--------- ---------
Total All Fees $ 1,439,000 $ 1,811,000
========= =========

Audit Fees. Audit Fees include professional services rendered in connection
with the audit of the Company's consolidated financial statements, audit of the
opening balance sheet of an acquiree accounted for as a purchase, reviews of the
consolidated financial statements included in the Company's Quarterly Reports on
Form 10-Q, consultation on accounting matters, and review of documents filed
with the Securities and Exchange Commission.

Audit-Related Fees. Audit-Related Fees include audits of the Company's
employee benefit plans, consultation on a considered acquisition, and
consultation on accounting matters or transactions.

Tax Fees. Tax fees include the preparation of federal and state tax
returns, and consultation related to tax planning, tax advice, tax compliance,
and acquisitions.

All Other Fees. The aggregate fees for all other services include actuarial
services and evaluation and design of various employee benefit matters including
consultation on employee benefit matters related to acquisitions.

Effective March 2003, the Audit Committee of the Board of Directors
implemented pre-approval procedures with respect to the provision of audit and
non-audit services as required by regulations adopted by the Securities and
Exchange Commission. These pre-approval procedures were not required prior to
May 2003, and, accordingly, the services rendered by Deloitte & Touche LLP in
2002 and during the first quarter of 2003 were not subject to pre-approval.
Nevertheless, the Audit Committee considered whether the provision of non-audit
related services by Deloitte & Touche LLP was compatible with maintaining the
independence of Deloitte & Touche LLP.

PART IV

ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K.

(a)(3) List of Exhibits filed with this Form 10-K/A

EXHIBIT INDEX

DESCRIPTION OF EXHIBIT
----------------------

14.1 Century Aluminum Company Code of Ethics.
23.1 Consent of Deloitte & Touche LLP.
31.1 Certification of Disclosure in Century Aluminum Company's Annual Report by the Chief Executive
Officer pursuant to Section 302 of the Sarbanes Oxley Act of 2002 (13 U.S.C. 1350).
31.2 Certification of Disclosure in Century Aluminum Company's Annual Report by the Chief Financial
Officer pursuant to Section 302 of the Sarbanes Oxley Act of 2002 (13 U.S.C. 1350).

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this Form 10-K/A to be
signed on its behalf by the undersigned, thereunto duly authorized.

CENTURY ALUMINUM COMPANY

By: /s/ DAVID W. BECKLEY
--------------------------
David W. Beckley
Executive Vice President
and Chief Financial Officer

Dated: March 25, 2004

Pursuant to the requirements of the Securities Exchange Act of 1934, this
Form 10-K/A has been signed below by the following persons on behalf of the
Registrant and in the capacities and on the date indicated.

SIGNATURE TITLE DATE
--------- ----- ----

/s/ CRAIG A. DAVIS Chairman and Chief Executive Officer March 25, 2004
--------------------------------------------
Craig A. Davis

/s/ WILLIAM R. HAMPSHIRE Vice-Chairman March 25, 2004
--------------------------------------------
William R. Hampshire

/s/ DAVID W. BECKLEY Executive Vice President and Chief March 25, 2004
-------------------------------------------- Financial Officer (Principal Financial
David W. Beckley Officer and Principal Accounting Officer)

/s/ ROMAN A. BNINSKI Director March 25, 2004
--------------------------------------------
Roman A. Bninski

/s/ JOHN C. FONTAINE Director March 25, 2004
--------------------------------------------
John C. Fontaine

/s/ JOHN P. O'BRIEN Director March 25, 2004
--------------------------------------------
John P. O'Brien

/s/ STUART M. SCHREIBER Director March 25, 2004
--------------------------------------------
Stuart M. Schreiber

/s/ ROBERT E. FISHMAN Director March 25, 2004
--------------------------------------------
Robert E. Fishman

EXHIBIT INDEX

DESCRIPTION OF EXHIBIT
----------------------