(Mark
One)
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[X]
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Annual
report pursuant to Section 15(d) of the Securities
Exchange Act of 1934
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For
the fiscal year ended December 31, 2008
OR
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[ ]
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Transition
report pursuant to Section 15(d) of
the Securities Exchange Act of 1934
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For
the transition period from _____ to _____
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A.
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Full
title of the Plan and the address of the Plan, if different from that of
the issuer named below:
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B.
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Name
of issuer of the common stock issued pursuant to the Plan and the address
of its principal executive office:
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Page
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1
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2
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3
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4-11
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12
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13
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NOTE:
All other schedules required by Section 2520.103-10 of the Department of
Labor’s Rules and Regulations for Reporting and Disclosure under the
Employee Retirement Income Security Act of 1974 have been omitted because
they are not applicable.
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CENTURY ALUMINUM OF WEST VIRGINIA,
INC./
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||||||||
UNITED
STEELWORKERS OF AMERICA SAVINGS PLAN
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||||||||
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
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AS
OF DECEMBER 31, 2008 AND 2007
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2008
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2007
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|||||||
ASSETS:
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||||||||
Investments
at fair value:
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||||||||
Investments
in mutual funds
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$ | 3,195,829 | $ | 4,979,579 | ||||
Common
trust funds
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2,719,732 | 3,158,614 | ||||||
Century
Aluminum Company common stock
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711,059 | 296,895 | ||||||
Participant
loans
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431,789 | 407,111 | ||||||
Total
investments
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7,058,409 | 8,842,199 | ||||||
Employee
contributions receivable
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21,331 | 21,050 | ||||||
Net
assets available for benefits at fair value
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7,079,740 | 8,863,249 | ||||||
Adjustment
from fair value to contract value for fully benefit-responsive
investment contracts
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25,495 | (18,668 | ) | |||||
Net
assets available for benefits
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$ | 7,105,235 | $ | 8,844,581 | ||||
See
notes to financial statements.
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CENTURY
ALUMINUM OF WEST VIRGINIA, INC./
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||||||||
UNITED
STEELWORKERS OF AMERICA SAVINGS PLAN
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||||||||
STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR
BENEFITS
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FOR
THE YEARS ENDED DECEMBER 31, 2008 AND 2007
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2008
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2007
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Net
assets available for benefits — Beginning of year
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$ | 8,844,581 | $ | 8,086,958 | ||||
Additions:
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||||||||
Investment
income:
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||||||||
Net
appreciation in fair value
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— | 39,484 | ||||||
Interest
and dividends
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306,551 | 547,226 | ||||||
Net
investment income
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306,551 | 586,710 | ||||||
Employee
contributions
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885,398 | 832,305 | ||||||
Total
additions
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1,191,949 | 1,419,015 | ||||||
Deductions:
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||||||||
Net
depreciation in fair value
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2,422,557 | — | ||||||
Benefit
payments
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500,586 | 653,014 | ||||||
Net
transfers
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8,152 | 8,378 | ||||||
Total
deductions
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2,931,295 | 661,392 | ||||||
Net
change
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(1,739,346 | ) | 757,623 | |||||
Net
assets available for benefits — End of year
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$ | 7,105,235 | $ | 8,844,581 | ||||
See
notes to financial statements.
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1.
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DESCRIPTION
OF THE PLAN
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2.
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SUMMARY
OF SIGNIFICANT ACCOUNTING POLICIES
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3.
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FAIR
VALUE MEASUREMENTS
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●
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Level
1 – Valuations are based on quoted prices for identical assets or
liabilities in an active market.
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●
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Level
2 – Valuations are based on quoted prices for similar assets or
liabilities in active markets; quoted prices for identical or similar
assets or liabilities in markets that are not active; and model-derived
valuations for which all significant inputs are observable or can be
corroborated by observable market data.
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●
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Level
3 – Assets or liabilities whose significant inputs are
unobservable. Valuations are determined using pricing models
and discounted cash flow models and includes management judgment and
estimation which may be
significant.
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●
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Common
trust funds: The fair value of the investments in the common trust funds
is determined by the fund trustee based on the fair value of the
underlying securities within the fund, which represent the net asset value
of the shares held by the Plan at year-end.
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●
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Mutual
funds: The fair value of the investments in the mutual funds are based on
observable market quotations and are valued at the closing price reported
on the active market on which the individual securities are
traded.
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●
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Common
stock: The fair value of these securities are based on observable market
quotations and are valued at the closing price reported on the active
market on which the individual securities are traded.
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●
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Loans
to participants: Participant loans are valued at the outstanding balances,
which approximates fair value. The determination of the fair value of
participant loans includes management judgment on estimates of repayment
rates of these loans which may be significant to the fair value
measurement.
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Recurring
Fair Value Measurements
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As
of December 31, 2008
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Total
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Level
1
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Level
2
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Level
3
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Common
trust funds:
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T.
Rowe Price Stable Value Fund
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$ | 2,719,732 | $ | — | $ | 2,719,732 | $ | — | ||||||||
Mutual
funds:
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||||||||||||||||
American
Growth Fund of America
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930,691 | 930,691 | — | — | ||||||||||||
Equity
Income Fund
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887,381 | 887,381 | — | — | ||||||||||||
Balanced
Fund
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527,913 | 527,913 | — | — | ||||||||||||
PIMCO
Total Return Fund
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288,621 | 288,621 | — | — | ||||||||||||
Rainier
Small/Mid Cap Equity Fund
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162,501 | 162,501 | — | — | ||||||||||||
International
Growth and Income Fund
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78,627 | 78,627 | — | — | ||||||||||||
Spectrum
Income Fund
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64,999 | 64,999 | — | — | ||||||||||||
Goldman
Sachs Mid Cap Value A Fund
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63,561 | 63,561 | — | — | ||||||||||||
Retirement
2020 Fund
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51,143 | 51,143 | — | — | ||||||||||||
Loomis
Sayles Small Cap Value Fund
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38,019 | 38,019 | — | — | ||||||||||||
Retirement
2035 Fund
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37,779 | 37,779 | — | — | ||||||||||||
Vanguard
Total Stock Market Fund
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34,003 | 34,003 | — | — | ||||||||||||
New
Horizons Fund
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17,949 | 17,949 | — | — | ||||||||||||
Retirement
2040 Fund
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3,900 | 3,900 | — | — | ||||||||||||
Retirement
2025 Fund
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3,230 | 3,230 | — | — | ||||||||||||
Global
Stock Fund
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2,593 | 2,593 | — | — | ||||||||||||
Retirement
2045 Fund
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1,924 | 1,924 | — | — | ||||||||||||
Retirement
2030 Fund
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995 | 995 | — | — | ||||||||||||
Common
stock:
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||||||||||||||||
Century
Aluminum Company common stock
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711,059 | 711,059 | — | — | ||||||||||||
Loans
to participants
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431,789 | — | — | 431,789 | ||||||||||||
TOTAL
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$ | 7,058,409 | $ | 3,906,888 | $ | 2,719,732 | $ | 431,789 |
Change
in Level 3 Fair Value Measurements during the year ended December 31,
2008:
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Loans
to Participants
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Beginning
balance, January 1, 2008
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$ | 407,111 | ||
Issuances,
repayments, and settlements - net
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24,678 | |||
Ending
balance, December 31, 2008
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$ | 431,789 |
4.
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INVESTMENTS
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2008
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2007
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American
Growth Fund of America
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American
Growth Fund of America
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Balanced
Fund
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Balanced
Fund
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—
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Total
Equity Market Index Fund
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Goldman
Sachs Mid Cap Value A Fund
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Goldman
Sachs Mid Cap Value A Fund
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International
Growth and Income Fund
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International
Growth and Income Fund
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Rainier
Small/Mid Cap Equity Fund
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Rainier
Small/Mid Cap Equity Fund
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New
Horizons Fund
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New
Horizons Fund
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PIMCO
Total Return Fund
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PIMCO
Total Return Fund
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Loomis
Sayles Small Cap Value Fund
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Loomis
Sayles Small Cap Value Fund
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Equity
Income Fund
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Equity
Income Fund
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Spectrum
Income Fund
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Spectrum
Income Fund
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T.
Rowe Price Stable Value Fund
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T.
Rowe Price Stable Value Fund
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Vanguard
Total Stock Market Fund
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—
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Global
Stock Fund
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—
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Retirement
2020 Fund
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—
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Retirement
2025 Fund
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—
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Retirement
2030 Fund
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—
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Retirement
2035 Fund
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—
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Retirement
2040 Fund
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—
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Retirement
2045 Fund
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—
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2008
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2007
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T.
Rowe Price Stable Value Fund
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$ | 2,719,732 | $ | 3,158,614 | ||||
American
Growth Fund of America
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930,691 | 1,497,567 | ||||||
Equity
Income Fund
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887,381 | 1,370,447 | ||||||
Century
Aluminum Company common stock
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711,059 | * | ||||||
Balanced
Fund
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527,913 | 788,552 | ||||||
* -
less than 5% of net assets available for benefits as of December 31,
2007.
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2008
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2007
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Mutual
Funds
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$ | (1,940,466 | ) | $ | (47,633 | ) | ||
Century
Aluminum Company common stock
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(482,091 | ) | 87,117 | |||||
Total
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$ | (2,422,557 | ) | $ | 39,484 |
5.
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INVESTMENT
IN STABLE VALUE FUND
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●
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A
failure of the Plan or its trust to qualify for exemption from federal
income taxes or any required prohibited transaction exemption under
ERISA
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●
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Any
communication given to Plan participants designed to influence a
participant not to invest in the Fund or to transfer assets out of the
Fund
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●
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Any
transfer of assets from the Fund directly into a competing investment
option
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●
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The
establishment of a defined contribution plan that competes with the Plan
for employee contributions
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●
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Complete
or partial termination of the Plan or its merger with another
plan
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●
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Any
substantive modification of the Fund or the administration of the Fund
that is not consented to by the wrap issuer
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●
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Any
change in law, regulation, or administrative ruling applicable to a plan
that could have a material adverse effect on the Fund’s cash
flow
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●
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Employer-initiated
transactions by participating plans as described
above
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2008
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2007
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Stable
Value Fund at fair value
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$ | 2,719,732 | $ | 3,158,614 | ||||
Stable
Value Fund at contract value
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2,745,227 | 3,139,946 | ||||||
Adjustment
to contract value
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$ | (25,495 | ) | $ | 18,668 |
2008
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2007
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Average
yield:
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Based
on annualized earnings (1)
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4.57 | % | 4.87 | % | ||||
Based
on interest rate credited to participants (2)
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4.23 | % | 4.89 | % |
(1)
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Computed
by dividing the annualized one-day GAAP earnings of the fund’s
December 31, 2008 and 2007, respectively, investments (irrespective
of the interest rate credited to the unit holders in the fund) by the fair
value of its investments on that date.
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(2)
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Computed
by dividing the annualized one-day earnings credited to the unit holders
on December 31, 2008 and 2007, respectively, (irrespective of the
actual earnings of the investments in the fund) by the fair value of the
fund’s investments on that date.
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6.
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PLAN
TERMINATION
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7.
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EXEMPT
PARTY-IN-INTEREST TRANSACTIONS
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8.
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RISKS
AND UNCERTAINTIES
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9.
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FEDERAL
INCOME TAX STATUS
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10.
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RECONCILIATION
OF FINANCIAL STATEMENTS TO FORM
5500
|
2008
|
2007
|
|||||||
Net
assets available for benefits per financial statements
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$ | 7,105,235 | $ | 8,844,581 | ||||
Adjustment
from fair value to contract value for fully benefit-responsive investment
contracts
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(25,495 | ) | 18,668 | |||||
Net
assets available for benefits per Form 5500
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$ | 7,079,740 | $ | 8,863,249 |
11.
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SUBSEQUENT
EVENTS
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CENTURY ALUMINUM OF WEST VIRGINIA,
INC./
|
||||||||||||
UNITED
STEELWORKERS OF AMERICA SAVINGS PLAN
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||||||||||||
FORM
5500, SCHEDULE H, PART IV, LINE 4i — SCHEDULE OF ASSETS (HELD AT END OF
YEAR)
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AS
OF DECEMBER 31, 2008
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Identity
of Issue, Borrower, Lessor, or Similar Party
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Description
of Investment
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Shares
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Current
Value
|
|||||||||
* |
T.
Rowe Price
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T.
Rowe Price Stable Value Fund
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2,745,227 | $ | 2,719,732 | |||||||
* |
T.
Rowe Price
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American
Growth Fund of America
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45,444 | 930,691 | ||||||||
* |
T.
Rowe Price
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Equity
Income Fund
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51,954 | 887,381 | ||||||||
* |
Century
Aluminum Company
|
Century
Aluminum Company common stock
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71,106 | 711,059 | ||||||||
* |
T.
Rowe Price
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Balanced
Fund
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37,574 | 527,913 | ||||||||
* |
T.
Rowe Price
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PIMCO
Total Return Fund
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28,464 | 288,621 | ||||||||
* |
T.
Rowe Price
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Rainier
Small/Mid Cap Equity Fund
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8,065 | 162,501 | ||||||||
* |
T.
Rowe Price
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International
Growth and Income Fund
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8,373 | 78,627 | ||||||||
* |
T.
Rowe Price
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Spectrum
Income Fund
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6,292 | 64,999 | ||||||||
* |
T.
Rowe Price
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Goldman
Sachs Mid Cap Value A Fund
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2,881 | 63,561 | ||||||||
* |
T.
Rowe Price
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Retirement
2020 Fund
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4,603 | 51,143 | ||||||||
* |
T.
Rowe Price
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Loomis
Sayles Small Cap Value Fund
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2.299 | 38,019 | ||||||||
* |
T.
Rowe Price
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Retirement
2035 Fund
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4,850 | 37,779 | ||||||||
* |
T.
Rowe Price
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Vanguard
Total Stock Market Fund
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1,616 | 34,003 | ||||||||
* |
T.
Rowe Price
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New
Horizons Fund
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1,009 | 17,949 | ||||||||
* |
T.
Rowe Price
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Retirement
2040 Fund
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352 | 3,900 | ||||||||
* |
T.
Rowe Price
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Retirement
2025 Fund
|
407 | 3,230 | ||||||||
* |
T.
Rowe Price
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Global
Stock Fund
|
230 | 2,593 | ||||||||
* |
T.
Rowe Price
|
Retirement
2045 Fund
|
261 | 1,924 | ||||||||
* |
T.
Rowe Price
|
Retirement
2030 Fund
|
89 | 995 | ||||||||
6,626,620 | ||||||||||||
* |
Participants
|
Participant
loans — (with maturity dates through 2013 at an interest rates ranging
from 4.00% to 9.25% )
|
431,789 | |||||||||
TOTAL
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$ | 7,058,409 |
*
Party-in-interest.
|
Note: Cost
information is not required for participant-directed investments and,
therefore, is not
included.
|
|
SIGNATURE
|
CENTURY
ALUMINUM OF WEST VIRGINIA, INC./ UNITED
STEELWORKERS OF AMERICA SAVINGS PLAN
|
|
BY:
/s/ Michael A. Bless
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|
Michael
A. Bless
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|
Executive
Vice President, Chief Financial Officer, Member of Retirement
Committee
|
|
Century
Aluminum Company
|
|
DATE:
June 29, 2009
|
Exhibit No.
|
Exhibit Description
|
23.1
|
Consent
of Independent Registered Public Accounting
Firm
|